Corporate GovernanceJul 10, 2026, 04:33 PM
KBR Amends Executive Severance and Change in Control Agreements
AI Summary
KBR, Inc. has entered into amended and restated severance and change in control agreements with its executive officers, including the CEO and CFO. These agreements replace existing ones and introduce several changes to ensure competitive treatment for current and future executives. Key modifications include revised definitions for "Good Reason" and "Cause," an increased cash severance multiple for non-CEO officers, and updated retirement eligibility and RSU vesting terms. Sonia Galindo's agreement includes additional enhancements to her non-change in control severance package and a specific exception in her non-compete clause.
Key Highlights
- Amended definition of "Good Reason" to include material diminution of compensation, authority, duties, or relocation over 50 miles.
- Enhanced definition of "Cause" (pre-Change in Control) requiring willful and repeated failure to perform duties or comply with board directives.
- Clarified "Cause" (post-Change in Control) with notice/cure processes and exceptions, excluding differences in opinion or failure to achieve targets.
- Increased cash severance payment multiple for non-CEO executive officers from 1.0x to 1.5x (base salary + target bonus).
- Revised retirement eligibility to include objective age and service years criteria (sum of age and years of service 70+, age 55+, 5 years service).
- Revised RSU vesting upon retirement to include pro-rata RSU vesting.
- Sonia Galindo's agreement includes pro-rata annual bonus and equity vesting for non-change in control severance.
- Galindo's non-compete clause includes an exception for the right to practice law.
Price Impact
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