In the design and administration of our 2025 executive compensation programs for our NEOs, our Compensation Committee considered competitive market data from a peer group (the “Peer Group”). As discussed under the section titled “KBR Long-Term Performance Cash and Stock Awards” on page 66, the Compensation Committee also refers to a “TSR Peer Group” for limited purposes related to the NEOs’ long-term incentive awards.
The Peer Group comprised 18 companies for the 2024-2025 compensation cycle. The Peer Group was unchanged from the 2023-2024 compensation cycle except for the removal of Conduent Incorporated due to its financial position.
The Peer Group was formed based on a review considering KBR’s two operating business segments in fiscal 2024 — Government Solutions (renamed Mission Technology Solutions as part of a segment realignment for fiscal 2025) and Sustainable Technology Solutions — and several factors relating to the constituent companies, including:
| ● | an analysis of certain financial metrics (such as revenue, net assets, market capitalization, enterprise value, and number of employees), |
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| ● | the effects of corporate transactions, and |
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| ● | the availability of market data. |
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The Peer Group companies have operations in the following industry sectors:
| ● | information technology consulting, |
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| ● | engineering and construction, and |
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| ● | industrial and manufacturing. |
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Our Compensation Committee believes the Peer Group companies appropriately represent KBR’s market for key management and technical talent and are the companies against which KBR most competes for employees and business.
| The Peer Group used for 2025 compensation decisions consisted of the following companies: |
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| BAE Systems plcBooz Allen Hamilton Holding CorporationCACI International Inc.Dover CorporationFlowserve Corporation | Fluor CorporationGartner, Inc.Hubbell IncorporatedHuntington Ingalls Industries, Inc.Jacobs Solutions Inc. | L3Harris Technologies, Inc.Leidos Holdings, Inc.Parsons CorporationScience Applications International CorporationTeradata Corporation | Tetra Tech, Inc.Textron Inc.The Timken Company |
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54** ** ** 2026 **|KBR, INC. PROXY STATEMENT
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| | | Revenues | | Assets | | Market Cap | |
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| Company · · (Data in $ Millions, as of 12/31/2024, Except as Otherwise Indicated) |
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| BAE Systems plc | | 26,312 | | 38,142 | | 43,316 | |
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| Booz Allen Hamilton Holding Corporation(1) | | 10,662 | | 6,564 | | 16,444 | |
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| CACI International Inc.(2) | | 7,660 | | 6,796 | | 9,054 | |
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| Dover Corporation | | 7,746 | | 12,509 | | 25,737 | |
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| Flowserve Corporation | | 4,558 | | 5,501 | | 7,557 | |
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| Fluor Corporation | | 16,315 | | 9,143 | | 8,459 | |
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| Gartner, Inc. | | 6,257 | | 8,535 | | 37,369 | |
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| Hubbell Incorporated | | 5,629 | | 6,848 | | 22,482 | |
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| Huntington Ingalls Industries, Inc. | | 11,535 | | 12,141 | | 7,394 | |
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| Jacobs Solutions Inc.(3) | | 11,501 | | 11,759 | | 16,571 | |
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| L3Harris Technologies, Inc. | | 21,325 | | 42,001 | | 39,883 | |
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| Leidos Holdings, Inc. | | 16,662 | | 13,104 | | 19,222 | |
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| Parsons Corporation | | 6,751 | | 5,488 | | 9,796 | |
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| Science Applications International Corporation(4) | | 7,444 | | 5,314 | | 5,464 | |
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| Teradata Corporation | | 1,750 | | 1,704 | | 2,981 | |
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| Tetra Tech, Inc. | | 5,199 | | 4,193 | | 10,667 | |
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| Textron Inc. | | 13,702 | | 16,838 | | 14,190 | |
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| The Timken Company | | 4,573 | | 6,411 | | 5,004 | |
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| Median (including KBR) | | 7,742 | | 6,848 | | 10,667 | |
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| KBR, INC.(5) | | 7,742 | | 6,663 | | 7,719 | |
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| (1) | Booz Allen Hamilton Holding Corporation’s revenues and assets are as of 3/31/2024 and market cap is as of 12/31/2024. |
| (2) | CACI International Inc.’s revenues and assets are as of 6/30/2024 and market cap is as of 12/31/2024. |
| (3) | Jacobs Solutions Inc.’s revenues and assets are as of 9/30/2024 and market cap is as of 12/31/2024. |
| (4) | Science Applications International Corporation’s revenues and assets are as of 1/31/2024 and market cap is as of 12/31/2024. |
| (5) | KBR’s revenue does not include our share of revenue from our unconsolidated joint ventures, which was approximately $4 billion in 2024. |
The compensation data for our Peer Group was obtained from publicly available sources, including proxy statements and Form 4 and 8-K disclosures, and was not adjusted, and the Equilar Executive Compensation Survey (which Meridian used to analyze peer company compensation data that was not publicly available).
During 2025, our Compensation Committee asked Meridian to review the appropriateness of the Peer Group for assessing the competitiveness of our executive compensation programs. As a result of Meridian’s review and recommendation, our Compensation Committee maintained the same Peer Group for 2026 compensation benchmarking.
KBR, INC. PROXY STATEMENT| 2026** **55
