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KRATOS DEFENSE SECURITY SOLUTIONS INC

For the period ended Apr 4, 2025. Filed Apr 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 4, 2025 · Filed Apr 4, 2025

KTOS$35.10+5.1%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance Table

The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years 2020, 2021, 2022, 2023, and 2024, and our financial performance for each such fiscal year:

Average · Average · Investment Based on: · Company
Summary · Summary · Compensation · Peer Group · Selected
Compensation · Compensation · Compensation · Actually Paid to · Total · Total · Net · Measure
Table Total · Actually Paid · Table Total for · Non-PEO · Shareholder · Shareholder · Income (Loss) · Adjusted
Yearfor PEO ($)(1)to PEO ($)(1)Non-PEO NEOs ($)NEOs ($)Return ($)Return ($)(2)($)EBITDA ($)(3)
20247,363,44511,277,0952,534,3423,999,61314615916,359,000105,690,000
20234,573,84519,176,9951,610,1015,360,194113122(8,900,000)95,440,000
20227,056,910(6,007,149)2,440,571(715,533)57108(36,900,000)70,700,000
20219,499,003(5,800,040)3,484,031326,82510893(2,000,000)82,900,000
20208,236,37025,945,7572,686,4736,102,45815210779,600,00078,500,000

(1)Amounts represent compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our other named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

YearPEONon-PEO NEOs
2024Eric DeMarcoDeanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley
2023Eric DeMarcoDeanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley
2022Eric DeMarcoDeanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley
2021Eric DeMarcoDeanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley
2020Eric DeMarcoDeanna Lund, Jonah Adelman, Phillip Carrai, Steven Fendley

The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year and the Options Exercised and Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2024.

Compensation actually paid to our NEOs represents the "Total" compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

2022 · 2023 · 2024
Average Non-Average Non-Average Non-
PEO ($)PEO NEOs ($)PEO ($)PEO NEOs ($)PEO ($)PEO NEOs ($)
Total Compensation Reported in the Summary
Compensation Table for Applicable FY7,056,9102,440,5714,573,8451,610,1017,363,4452,534,342
Adjustments
Deduction for Amounts Reported under "Stock
Awards" and "Option Awards" Columns in the
Summary Compensation Table for Applicable FY(5,895,000)(1,921,450)(3,009,000)(952,850)(5,559,000)(1,862,850)
Increased based on ASC 718 Fair Value of
Awards Granted during Applicable FY that
remains Unvested as of Applicable FY End,
determined as of Applicable FY End3,096,0001,006,2006,087,0001,927,5507,956,0002,652,000
Increase/deduction for Awards Granted during
Prior FY that were Outstanding and Unvested
as of Applicable FY End, determined based on
change in ASC 718 Fair Value from Prior FY End
to Applicable FY End(10,669,000)(2,325,237)11,615,0502,796,5874,610,200991,610
Increase/deduction for Awards Granted during
Prior FY that Vested During Applicable FY,
determined based on change in ASC 718 Fair
Value from Prior FY End to Vesting Date403,94184,383(89,900)(21,194)(3,093,550)(315,489)
TOTAL ADJUSTMENTS(13,064,059)(3,156,104)14,603,1503,750,0933,913,6501,465,271
Compensation Actually Paid(6,007,149)(715,533)19,176,9955,360,19411,277,0953,999,613

(1) Adjustments include the following assumptions used to calculate the fair value of the awards at each valuation date in accordance with Topic 718:

For awards of time-based RSUs, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the change in stock price at each fiscal year end presented by the number of shares of restricted stock outstanding on such valuation date.

For the performance-based RSUs, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the stock price at each fiscal year end by the number of performance-based RSUs outstanding and by the estimated probability of achieving the performance target that was used to calculate our Topic 718 expense for each fiscal year.

Discussion of the assumptions used in calculating the grant date fair value of the RSUs is set forth in Note 10 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 filed with the SEC on February 26, 2025.

(2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) for the following companies, which represent the peer group of companies used by us for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the our Annual Report on Form 10-K for the fiscal year ended December 29, 2024: AAR Corp., AeroVironment Inc., CACI International Inc., Ducommun Inc., Frequency Electronics Inc., Leidos Holdings Inc., Mercury Systems Inc. and Parsons Corp.

(3)Adjusted EBITDA is a non-GAAP measure and should not be considered in isolation or as a substitution for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring. Adjusted EBITDA is a non-GAAP measure. A definition of Adjusted EBITDA, and a reconciliation of Adjusted EBITDA to the nearest GAAP counterpart, is provided in Annex A.

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