Business Context and Reporting Period
This Form 8-K Current Report was filed by KBR, Inc. on July 10, 2026. The filing addresses Item 5.02 regarding the departure of directors or certain officers and compensatory arrangements of certain officers. Specifically, the company entered into amended and restated severance and change in control agreements with its executive officers.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation contract terms.
Material Changes
The primary material change involves the revision of severance and change in control agreements for the following executives: Stuart Bradie (CEO), Shad Evans (CFO), Mark W. Sopp (EVP, Strategic Transactions), J. Jay Ibrahim (President, Sustainable Technology Solutions), Sonia Galindo (EVP, General Counsel), and Jenni C. Myles (EVP, Chief People Officer). Key modifications include:
- Good Reason Definition: Expanded to include material diminution of base compensation, authority, duties, or responsibilities; material breach of agreement; or relocation of principal office more than 50 miles away.
- Cause Definition: Enhanced to require willful and repeated failure to perform duties or willful failure to comply with board directives. Clarified that "Cause" excludes differences in strategy, success of strategy, or failure to achieve performance targets.
- Severance Multiples: Cash severance for executives other than the CEO increased from 1.0x to 1.5x of base salary plus target bonus.
- Retirement Eligibility: Now includes objective criteria (sum of age and years of service is 70 or greater, with age at least 55 and at least five years of service) and a six-month prior written notice requirement.
- Equity Vesting: Revised to include pro-rata RSU vesting upon retirement.
- Specific Provisions for Sonia Galindo: Her agreement includes enhanced non-change in control severance with pro-rata annual bonus and pro-rata vesting of all equity awards (including performance-based). It also includes a non-compete exception for the right to practice law.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business operations. The stated purpose of the changes is to ensure "fair and competitive treatment" of current and future executive officers. No specific risks or contingencies regarding the company's financial position are disclosed in this report.
Investor Verification Checklist
- Review the full text of Exhibit 10.1 (Form of Amended and Restated Severance and Change in Control Agreement) and Exhibit 10.2 (Sonia Galindo's specific agreement) for precise legal definitions.
- Verify the total potential liability exposure resulting from the increased severance multiple (1.5x) for non-CEO executives.
- Confirm the specific terms of the "Good Reason" and "Cause" definitions to understand the triggers for accelerated payouts.
- Assess the impact of the new retirement eligibility criteria on future executive retention and compensation costs.