UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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KBR, INC.

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Sustainability permeates everything we do at KBR. Climate change, energy transition, circular economies — these are the complexities of our time, and KBR is positioned to take the lead internationally through our IP, our domain expertise and our strong commitment to sustainability.

We also finalized our comprehensive sustainability agenda — based on firm environmental, social and governance (ESG) goals — and broadened our industry-leading Zero Harm safety culture to include our social and environmental sustainability efforts. This commitment means doing what’s right for our planet, our people and our communities. But ESG means more than just being a good corporate citizen. We’re developing technologies that help our customers meet their sustainability goals as well. These include groundbreaking plastics recycling technology that keeps plastics out of oceans and landfills, converts them to oil and other usable products, and promotes a true circular economy. And through our decades of expertise in decarbonization, we’re helping governments and companies around the world build roadmaps to new, clean forms of energy and more sustainable futures for their people.

I’m proud to say that we’re also walking our talk and leading by example internally. We’ve reduced emissions and increased energy efficiency in our operations. Despite global events, we’ve still been making a positive difference in our communities through philanthropic giving and active engagement. And we announced carbon neutrality in 2019 and our longer-term plans for net-zero emissions by 2030.

All of this would have been a giant leap forward for any company in a normal year. To think that we accomplished all this during a global crisis is staggering. This year, our Investor Relations event was themed Future Forward. After reading this, I hope you can see why. Our performance reflects KBR’s strong strategic vision, excellence of execution and the company’s movement further into attractive, growing markets. And it reflects the dedication of our employees.

I would like to thank Jim Blackwell for his invaluable service as a member of our Board of Directors for almost seven years. Jim has served on every Board committee since his appointment in August 2014, and he currently serves as the Chairman of our Nominating and Corporate Governance Committee. I am grateful for Jim’s contributions to KBR during his tenure and wish him all the best in his retirement.

Finally, we believe that open and transparent communication with our stockholders and other stakeholders is vital to our corporate governance practices. We value your views and encourage you to vote. You may do so promptly via telephone or internet, or you may mail your completed and signed voting card. On behalf of the KBR Board of Directors, I thank you for being a KBR stockholder and for your continued support.

Sincerely,

Notice of Annual Meeting of Stockholders

We invite you to attend KBR’s virtual annual stockholders’ meeting and act upon the following matters:
1. Elect as directors the eight nominees named in the attached proxy statement. 2. Consider and act upon an advisory vote to approve the named executive officer compensation as described in the Compensation Discussion and Analysis. 3. Ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit KBR’s consolidated financial statements for the year ending December 31, 2021. 4. Approve the Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan. 5. Transact any other business that properly comes before the meeting or any adjournment or postponements of the meeting.   The Proxy Statement that follows describes these items.	Place The Annual Meeting will be completely virtual and only conducted via live webcast at virtualshareholdermeeting.com/KBR2021. There will be no physical meeting location.
	When Wednesday May 19, 2021
	Time 9:00 a.m. Central Daylight Time
By Order of the Board of Directors, April 5, 2021 Adam Kramer Vice President, Corporate Secretary & Sustainability

Friday, March 26, 2021, at the close of business, is the record date for determination of stockholders entitled to cast votes for the virtual Annual Meeting and at any adjournment or postponement of the meeting.

How to Vote

Via the Internet at proxyvote.com(1)		Call toll-free (US/Canada) at 1-800-690-6903(1)		CHECK OUT OUR 2021 NOTICE OF ANNUAL STOCKHOLDER MEETING, ONLINE PROXY STATEMENT, ANNUAL REPORT AND SUSTAINABILITY REPORT AT:   proxyvote.com   kbr.com/proxy   kbr.com/annualreport   kbr.com/ sustainabilityreport
Mail your signed proxy card no later than May 11, 2021.		Virtually at the Annual Meeting through virtualshareholdermeeting.com /KBR2021. See page 92 for instructions.

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This summary highlights information in this proxy statement. For more information about these topics, we encourage you to review the complete proxy statement before you vote.

Proposals Requiring Your Vote

Election of Directors to the Board	Board Recommends	FOR EACH NOMINEE
Advisory Vote to Approve the Named Executive Officer Compensation	Board Recommends	FOR
Ratify KPMG LLP as the Independent Registered Public Accounting Firm	Board Recommends	FOR
Approve the Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan	Board Recommends	FOR

About KBR

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Business Highlights

Stuart Bradie, President and CEO of KBR, said, “2020 was a year of significant achievement for KBR, as we successfully advanced our long-term vision. We accelerated growth into attractive markets with the Centauri acquisition, strategically focused our commercial portfolio toward clean, sustainable solutions, and significantly advanced our corporate ESG and sustainability strategy.”

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Financial Highlights

“Revenues, adjusted EBITDA, adjusted EPS and operating cash flow all increased over the previous year,” explained Mr. Bradie.

Mr. Bradie remarked, “Our strong financial performance tells only part of a larger story. To accomplish what we did in 2020 would have been remarkable in a normal year. To know that we did it all in the midst of a global pandemic is staggering. At no point did we let world events slow us down. In fact, we leaned in, moved fast and used the situation to accelerate our long-term business strategy. And that is thanks to the focus, determination and excellence of our people.”

DIVIDENDS PAID OUT IN 2020

$54MM

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Sustainability Highlights

In 2020, we widened our sustainability themes to cover ten pillars, five across social impact and five across environmental. Our approach to growing a prosperous business and governing with purpose is underpinned by these pillars. As members of the UN Global Compact, we have aligned the business strategy and these ten pillars with the Sustainable Development Goals, based on the Global Compact’s principles-based approach.

KBR significantly increased its client offerings in 2020 by providing innovative solutions and opportunities around sustainable solutions. We worked, for example, with large-scale clients and policymakers across the globe to develop roadmaps for low-carbon economies. We restructured the business to allow more focus on sustainability technology solutions such as carbon capture, green ammonia technology, digitalization, and operational efficiencies across our client base.

KBR's Ten Sustainability Pillars have been specifically designed to help us respond to rapid changes in key markets, such as energy transition, and build resiliency for responding to global crises, such as the pandemic; the physical risks that climate change will bring about; and geopolitical instability in the areas where we operate. The objective is to remain agile and resilient and to build a stable business that can withstand and persevere through these crises over the long term, thereby creating a ‘sustainable’ business.

More information on our sustainability focus is provided on page 34.

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	30%	Online Global One Ocean Program
	TRIR IMPROVEMENT FROM 2019	TOOK OUR GLOBAL ONE OCEAN PROGRAM ONLINE TO REACH SCHOOLS REMOTELY AND PARTNERED WITH ENVIRONMENTAL ORGANIZATIONS TO TEACH OVER 1,000 STUDENTS

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Information About the Board of Directors

The KBR Board of Directors is currently composed of nine directors with an extensive variety of skills, expertise and experience who guide and support our strategy to create long-term value for our stockholders and other stakeholders. All of our directors are independent except Mr. Bradie, our CEO.

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	Committee Meeting Attendance Rate	Other Public Company Boards	Age	Director Since	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Sustainability and Corporate Responsibility Committee
Mark E. Baldwin	100%	2	67	2014
James R. Blackwell	100%	0	62	2014
Stuart J. B. Bradie	100%	0	54	2014
Lynn A. Dugle	95%	3	61	2020
Lester L. Lyles	98%	0	74	2007
Wendy M. Masiello	100%	0	62	2017
Jack B. Moore	95%	2	67	2012
Ann D. Pickard	93%	2	65	2015
Umberto della Sala	100%	0	72	2015
Number of Meetings					10	8	4	2
Aggregate Attendance					97%	97%	100%	100%

Chairman of the Board

Chairperson

Member

Audit Committee Financial Expert

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Governance Highlights

Our Board of Directors believes that good corporate governance and transparent communication with our stockholders and other stakeholders are essential for KBR’s long-term success.

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Compensation Highlights

Our compensation program links pay to performance to align our senior executives’ interests with those of our stockholders. Consistent with our business strategy, our senior executives’ individual Key Performance Indicators (“KPIs”) are focused on growth and expansion, reducing costs, and increasing efficiencies and cash flow performance. The Compensation Committee set rigorous targets for 2020 for both the short-term incentive (“STI”) and long-term incentive (“LTI”) plans.

To emphasize the link between pay and Company performance, our Compensation Committee made changes in 2020 to the metrics of our STI plan. These metrics remained a strong reflection of our pay-for-performance strategy this year. The changes were to:

In response to our stockholders’ comments, our Compensation Committee:

Due to a challenging year during which KBR implemented reductions in force and pay sacrifices, our Compensation Committee:

Aligned with our rigorous Executive Compensation program, our CEO’s base salary has increased only three times since he was appointed in 2014 to reward him for his demonstrated success at:

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Proposal No. 1 — Election of Directors

At our 2021 Annual Meeting of Stockholders, eight directors are to be elected to hold office until the 2022 Annual Meeting of Stockholders. All directors are elected annually, with each nominee standing for election to a one-year term. The members of our Board of Directors hold office until their successors are elected and qualified or until their earlier resignation or removal. Mr. James R. Blackwell has elected to retire and is not standing for re-election.

Each nominee has indicated a willingness to serve, if elected. If any nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election, the proxies may be voted for such substitute nominee as the Board of Directors may designate. We have no reason to believe that any of the nominees will be unable to serve if elected. Directors are elected by a majority of votes cast (the number of shares voted “For” a candidate must exceed the number of shares voted “Against” the candidate). Shares present but not voting on the election of directors will be disregarded, except for quorum purposes, and will have no effect on the outcome of the vote.

Our Board

A top priority of our Board and Nominating and Corporate Governance Committee is ensuring that our Board of Directors is composed of directors who:

As shown below, the incumbent directors have a wide range of skills and experience that enable the Board to effectively oversee management and the business of KBR.

FINANCIAL EXPERIENCE	LEADERSHIP	RISK MANAGEMENT
An understanding of finance, financial statements and financial reporting processes is an important skillset enabling our directors to better understand what drives KBR’s performance and foresee the likely strategic outcomes of board decisions.	Experience in significant executive leadership positions is essential to guide and direct our leaders and strategically help move KBR forward.	Experience with risk management is critical to foster an environment where risk management is an integral component of our strategy, culture and business operations and to ensure that policies and procedures are designed and implemented that are consistent with our risk appetite.
INDUSTRY EXPERIENCE	GOVERNMENT	GLOBAL EXPERIENCE
Having significant industry experience is essential in understanding KBR’s risks and opportunities, regulatory environment and key industry players in order to effectively shape and advance our strategy.	Directors with government contracting and operational experience play a significant role in supporting our strategic shift to diversify and expand our government business.	Diverse global experience is critical to enable KBR to strategically leverage our global footprint and respond quickly to changes in global markets.

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The Board of Directors recommends that you vote FOR the election of all the director nominees listed below. Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless stockholders specify otherwise.

The following biographical information about the director nominees is correct as of March 26, 2021.

Nominees for Director

	MARK E. BALDWIN
	Age: 67 | Director since: 2014
	Board Committees: Audit Committee (Chair) and Sustainability and Corporate Responsibility Committee								Other Public Company Boards: Nine Energy Service, Inc. (Audit Chair) and TETRA Technologies, Inc. (Audit Chair)
Key Qualifications and Skills:
Prior Business Experience									Education
| Executive Vice President and Chief Financial Officer of Dresser-Rand Group, Inc. | Executive Vice President, Chief Financial Officer, and Treasurer of Veritas DGC Inc. | Operating Partner at First Reserve Corporation | Executive Vice President and Chief Financial Officer for NextiraOne | Chairman of the Board and Chief Executive Officer for Pentacon Inc. | Variety of finance and operations positions with Keystone International Inc., including Treasurer, Chief Financial Officer, and President of the Industrial Valves and Controls Group									| B.S. (Mechanical Engineering), Duke University | M.B.A., Tulane University | Graduate of the Stanford Executive Program

	STUART J. B. BRADIE
	Age: 54 | Director since: 2014
	Board Committees: None								Other Public Company Boards: None
Key Qualifications and Skills:
Prior Business Experience									Education
| President and Chief Executive Officer, KBR, Inc. (since 2014) | Group Managing Director — Operations and Delivery for WorleyParsons | Managing Director across Europe, Africa, Asia and the Middle East for WorleyParsons | Managing Director for PT Kvaerner Indonesia | Country Manager for Kvaerner Philippines | Global experience across over 40 countries in the hydrocarbons, mining and chemicals, power and infrastructure sectors									| B.S. (Mechanical Engineering), Aberdeen University | M.B.A., Edinburgh Business School, Heriot-Watt University

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	LYNN A. DUGLE
	Age: 61 | Director since: 2020
	Board Committees: Audit Committee and Nominating and Corporate Governance Committee   Other Public Company Boards: Micron Technology, Inc. (Finance); State Street Corporation (Technology and Operations Member, Examining and Audit Member, and Executive Member); and TE Connectivity Ltd. (Audit)								Current Affiliations: Avantus Federal (Member), The Board on Army Research and Development of the National Academy of Sciences (Member), and ZOE Empowers (Member)   Previous Affiliations: The B2B Project (Member) and Intelligence and National Security Alliance (Member)
Key Qualifications and Skills:
Prior Business Experience									Education
| Chairman, President and Chief Executive Officer at Engility Holdings Inc. | Corporate Vice President and President of Intelligence, Information and Services at Raytheon Company | Vice President, Engineering, Technology and Quality, Network Centric Systems at Raytheon Company | Vice President and General Manager, Product, Systems Software Division at ADC Telecommunications, Inc. | General Manager, Cable Systems Division at ADC Telecommunications, Inc. | Vice President, Support Engineering and Quality for the Defense Systems and Electronics Group at Texas Instruments, Inc.									| B.A. (Spanish), Purdue University | B.S. (Technical Management), Purdue University | M.B.A., University of Texas at Dallas

	GENERAL LESTER L. LYLES, USAF (RET.)
	Age: 74 | Director since: 2007 | Chairman of the Board since: 2019
	Board Committees: Compensation Committee and Nominating and Corporate Governance Committee								Current Affiliations: Frontier Technology Inc. (Director); National Space Council Users’ Advisory Group administered by NASA (Chairman); JobsOhio (Director); and National Academy of Engineering (Inducted Member)
	Other Public Company Boards: None								Previous Affiliations: Battelle Memorial Institute (Director); Defense Science Board in the Pentagon (Member); General Dynamics Corporation (Director); International Security Advisory Board at the U.S. Department of State (Member); Precision Castparts Corp. (Director); President’s Intelligence Advisory Board in the White House (Member); and United Services Automobile Association (Chair)
Key Qualifications and Skills:
Prior Business Experience									Education
| Independent Consultant (since 2003) | Retired Four-Star General of the U.S. Air Force | Commander of the U.S. Air Force Materiel Command | Vice Chief of Staff of the Headquarters of the U.S. Air Force | Director of the Ballistic Missile Defense Organization | Commander of the Space and Missile Systems Center									| B.S. (Mechanical Engineering), Howard University | M.S. (Mechanical and Nuclear Engineering), Air Force Institute of Technology Program, New Mexico State University | Defense Systems Management College, Fort Belvoir, Virginia | Armed Forces Staff College, Norfolk, Virginia | National War College, Fort Lesley J. McNair, Washington, D.C. | National and International Security Management Course at Harvard University | Honorary Doctor of Laws degrees from New Mexico State University and Urbana University

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	LT. GENERAL WENDY M. MASIELLO, USAF (RET.)
	Age: 62 | Director since: 2017
	Board Committees: Audit Committee and Sustainability and Corporate Responsibility Committee								Current Affiliations: Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment (Advisor); Air Force Studies Board of the National Academy of Sciences (Member); EURPAC Services, Inc. (Director); National Contract Management Association (Director); Procurement Round Table (Director); Public Spend Forum (Advisory Council); Rawls College, Texas Tech University (Advisory Council Chair); and StandardAero (Director)
	Other Public Company Boards: None
Key Qualifications and Skills:
Prior Business Experience									Education
| Independent Consultant (since 2017) | Retired Three-Star General of the U.S. Air Force | Director of the Defense Contract Management Agency | Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition | Program Executive Officer for the Air Force’s $65 billion Service Acquisition portfolio | Deployment to Iraq to lead contracting support for military forces in Iraq and Afghanistan									| B.B.A. (Marketing), Texas Tech University | M.S. (Logistics Management), Air Force Institute of Technology | Defense Systems Management College, Fort Belvoir, Virginia | M.S. (National Resource Strategy), Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. | Senior Acquisition Course, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. | Joint and Combined Warfighting School, Joint Forces Staff College, Norfolk, Virginia | Harvard Kennedy School’s Senior Managers in Government

	JACK B. MOORE
	Age: 67 | Director since: 2012
	Board Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee								Current Affiliations: American Heart Association (Member); MAM (Memorial Assistance Ministries) (Director); and University of Houston System Board of Regents (Member)
	Other Public Company Boards: Occidental Petroleum Corporation (Independent Vice Chairman; Executive Compensation Chair; Advisory Member; and Corporate Governance and Nominating Member) and ProPetro Holding Corp. (Nominating and Corporate Governance Chair; Audit Member; and Compensation Member)								Previous Affiliations: American Petroleum Institute (Director); Cameron International Corporation (Chair); Rowan Companies plc (Director); United Way of Greater Houston (Executive Committee); and University of Houston’s Board of Visitors (Director)
Key Qualifications and Skills:
Prior Business Experience									Education
| Chairman, President and Chief Executive Officer for Cameron International Corporation | President and Chief Operating Officer for Cameron International Corporation | President, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation | Vice President and General Manager, Western Hemisphere of Drilling & Production Systems group for Cameron International Corporation | Various management positions at Baker Hughes Incorporated									| B.B.A., University of Houston | Graduate of the Advanced Management Program at Harvard Business School

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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	ANN D. PICKARD
	Age: 65 | Director since: 2015
	Board Committees: Sustainability and Corporate Responsibility Committee (Chair) and Audit Committee								Current Affiliations: The University of Wyoming Foundation (Budget/Audit) and Chief Executive Women (Member)
	Other Public Company Boards: Noble Corporation plc (Sustainability Chair and Audit Member) and Woodside Petroleum Ltd. (Sustainability Chair)								Previous Affiliations: Advisory Council of the Eurasia Foundation (Member); Catalyst (Board of Advisors); Global Agenda Council on the Arctic for the World Economic Forum (Member); and Westpac Banking Corporation (Director)
Key Qualifications and Skills:
Prior Business Experience									Education
| Executive Vice President, Arctic for Royal Dutch Shell plc | Executive Vice President and Country Chair, Australia, for Royal Dutch Shell plc | Regional Executive Vice President, Sub Saharan Africa, for Royal Dutch Shell plc | Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee for Royal Dutch Shell plc | 11-year tenure with Mobil prior to its merger with Exxon | Significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East, and Africa									| B.A., University of California San Diego | M.A., University of Pennsylvania

	UMBERTO DELLA SALA
	Age: 72 | Director since: 2015
	Board Committees: Compensation Committee and Sustainability and Corporate Responsibility Committee								Current Affiliations: FSI SpA (Chair)
	Other Public Company Boards: None								Previous Affiliations: Ansaldo Energia SpA (Chair and Director); Foster Wheeler AG (Director); Kedrion SpA (Director); Stork Technical Services (Supervisory Board); and Trevi Finanziaria Industriale SpA (Director)
Key Qualifications and Skills:
Prior Business Experience									Education
| President and Chief Operating Officer for Foster Wheeler AG | Interim Chief Executive Officer for Foster Wheeler AG | Various positions of increasing responsibility following start of career as a process engineer in Foster Wheeler’s environmental division									| Laurea in Chemical Engineering from Politecnico di Milano

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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The Following Director with a Term Ending in 2021 is Retiring and Elected Not to Stand for Re-Election

	JAMES R. BLACKWELL
	Age: 62 | Director since: 2014
	Board Committees: Nominating and Corporate Governance Committee (Chair) and Compensation Committee								Previous Affiliations: Center for Strategic and International Studies (“CSIS”) U.S.-Association of Southeast Asian Nations Strategy Commission (Commissioner); CSIS U.S.-China Policy Advisory Roundtable (Member); National Action Council for Minorities in Engineering, Inc. (Director); National Bureau of Asian Research (Director); and Saint Mary’s College of California (Trustee)
	Other Public Company Boards: None
	Current Affiliations: Forager Energy (Co-founder/Manager); Harbour Energy Ltd. (Director); and Maverick Natural Resources (Director)
Key Qualifications and Skills:
Prior Business Experience									Education
| Executive Vice President, Technology and Services for Chevron | President, Chevron Asia Pacific Exploration and Production Company | Various positions of increasing responsibility following start of career as an offshore roustabout for Gulf Oil									| B.S. (Biology and Environmental Technology), University of Southern Mississippi | M.S. (Petroleum Engineering), Tulane University | Graduate of the Columbia Senior Executive Program

Finance

Leadership

Risk Management

Industry /Market

Government

Global

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Board and Governance Structure

We are committed to good corporate governance and to effective communication with our stockholders. This section describes our governance policies and practices, and the roles, duties and responsibilities of the Board of Directors and each of its committees. See the section titled “Corporate Governance Materials” if you want to know how to find our policies, practices, and committee charters.

Role of the Board of Directors

The Board of Directors represents the interests of our stockholders in maintaining a successful business. Specifically, the Board of Directors oversees the effectiveness of management’s policies and decisions, including the execution of its strategies, with a commitment to enhancing stockholder value over the long term. To this end, Board members are expected to act in the best interests of all stockholders, to be knowledgeable about our businesses, to exercise informed and independent judgment, and to understand general economic trends and conditions, as well as trends in corporate governance.

Our Board Leadership Structure

Our Board is led by a Chairman who is recommended by the Nominating and Corporate Governance Committee and appointed by the full Board. KBR’s Corporate Governance Guidelines provide for the Chairman, if that individual is independent, to perform a strong role in Board leadership. In particular, an independent (or non-executive) Chairman of the Board is responsible for:

If the Chairman of the Board is not independent, the Board elects an Independent Lead Director.

General Lester Lyles has served as non-executive Chairman of the Board since May 15, 2019. General Lyles has significant board experience, both at KBR and at other public companies. He has served on every one of our standing Board committees and has in-depth knowledge of KBR’s history and current business. During General Lyles’s service on the Board, KBR has undergone significant changes, including reorganizing into more strategically-aligned business groups and evolving from a wholly-owned subsidiary with significant support from its former parent company into an independent operating company. The Board believes that General Lyles is well positioned to facilitate communications between the Board of Directors and KBR stockholders.

Our CEO is responsible for the overall management and functioning of the Company. KBR’s Corporate Governance Guidelines provide for two important checks on the CEO’s authority:

KBR’s Board of Directors has determined that its current leadership structure is appropriate at this time.

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Director Independence

Our Corporate Governance Guidelines provide that at least two-thirds of the Board must be independent directors. Directors are considered independent if they are not involved in any material relationships with KBR, either directly or indirectly. Our Corporate Governance Guidelines set forth specific independence standards that are consistent with the requirements of the SEC and the NYSE.

The Nominating and Corporate Governance Committee periodically reviews KBR’s definition of independence and the Board’s compliance with our independence standards.

All directors complete independence questionnaires at least annually. Our Board determines the independence of its members generally, as well as the independence of members of our Audit Committee under the heightened requirements prescribed by the NYSE and the SEC. The Board has determined that all of our current directors are independent except Mr. Bradie, our President and Chief Executive Officer.

Our Board believes that its membership should include no more than two directors who are also employees of KBR, though this number is not an absolute limitation. We believe the Chief Executive Officer should at all times be a member of the Board, and in practice, our CEO has been the only executive director since KBR became an independent public company.

Committees of the Board

A substantial portion of the analysis and work of KBR’s Board is done by its four standing committees: the Audit Committee; the Compensation Committee; the Sustainability and Corporate Responsibility Committee; and the Nominating and Corporate Governance Committee. Each of the standing committees is composed entirely of independent directors.

The Board of Directors has approved charters for each of the standing committees that set forth the committees’ respective duties and responsibilities and govern the committees’ actions. These charters are available on KBR’s website, kbr.com, by choosing “Our Company” under the “About Us” menu, then selecting “Corporate Governance” and “Board Committees.” Each committee reviews its charter annually and recommends changes, as necessary, to the Board.

The composition, purpose, duties, and responsibilities of each committee are summarized below.

AUDIT COMMITTEE

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COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE

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Enterprise Risk Management

ERM Framework

We have a fully integrated, enterprise-wide enterprise risk management (“ERM”) framework. The framework, facilitated by our ERM Lead who reports to the General Counsel, enhances business resilience by encouraging uncertainty anticipation and resolution at all levels, from project to enterprise, across all business units, globally, in real time, and enables risk-based strategy decisions and value adding communications to stakeholders.

This inter-connected top-down and bottom-up approach is a consistent, scalable, and auditable means for the identification and management of existing and emerging risks and opportunities, both internal and external, to KBR’s current and future operations, at project, business unit, corporate function, and enterprise levels.The KBR ERM Framework comprises six phases: Identification, Assessment, Analysis, Mitigation, Monitoring, and Evaluation. This approach delivers visibility of KBR’s changing risk profile and enables informed strategy decisions and adjustments, better communications to stakeholders, and a common focus based on consistent and reliable data.

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ERM Program

Risk Management, as one of KBR’s Ten Sustainability Pillars (pictured below and described in the section titled “Our Sustainability Focus”), is key to driving KBR to sustainable business growth. Our resilience, success, and continued evolution depends on our ability to anticipate and respond to the constantly changing risks in our existing and future operating environments, and by entrenching ERM principles and practices in our culture and across our operations, we can consistently visualize the entire risk landscape, mitigate threats, capitalize on opportunities, and create value and predictable outcomes.

Every employee is empowered to identify risks and opportunities, and KBR’s ERM Policy mandates that every risk and opportunity has an owner assigned and accountable for the ongoing management, including the development and implementation of mitigation plans, each with individual owners accountable for action implementation through to successful conclusion.

The identification and assessment of risks and opportunities is consistent at project, business unit, and enterprise level:

All risks and opportunities are managed on our cloud-based platform, which drives a consistent approach at all levels across the entire global business and provides a single source of truth with reporting and data analytics, including ranking and trending available in real time.

KBR’s Executive Leadership Team (“ELT”) convenes for dedicated risk and opportunity reviews at least three times per year. The outputs are reported to our Board of Directors twice per year, and to individual business units and projects on a regular basis to facilitate their management of risks and opportunities, on an ongoing basis, using the ERM process and tool to provide real time risk-based data.

The ELT review of enterprise risks and opportunities is carried out in the context of the changing risk and opportunity landscape and KBR’s strategy, which is embedded in the process such that strategy and the interconnected risks and opportunities are aligned.

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Board Oversight of ERM

Risk oversight is an integral part of KBR’s Board of Directors’ role, and discussions regarding risks faced by KBR are deliberated throughout the year.

The outputs from the ERM Program are formally presented to our Board twice per year. The ERM report includes strategic, operational, HSSE, information technology and cybersecurity, financial, geo-political, and ESG risks and opportunities, as well as management’s assessment of their likelihood and impact, the perceived trend for each (whether increasing, decreasing, or stable), and the measures being taken to monitor and manage those risks and opportunities.

While our Board has overall oversight responsibility for KBR’s ERM Program, various committees of the Board also have the following responsibilities for risk oversight:

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Management Succession Planning

Our Corporate Governance Guidelines provide that the Board’s obligation to ensure effective governance includes reviewing executive succession plans and management development programs. To that end, the Board of Directors, with input from the Nominating and Corporate Governance Committee, the Chairman of the Board, and the CEO, regularly reviews KBR’s succession plan and management development programs for all senior management positions. One of the elements that the CEO is evaluated on each year is the robustness of the executive succession plan, including assessment and development of internal candidates for the CEO and top-level executive positions.

Issues relating to CEO succession planning are addressed regularly, and no less than annually, by the entire Board, facilitated by the non-executive Chairman of the Board. While the Nominating and Corporate Governance Committee performs the initial review of KBR’s succession plans and makes recommendations to the Board as necessary, the entire Board has primary responsibility for CEO succession planning, and develops both long-term and contingency plans for this purpose. This process necessarily involves developing and reviewing criteria for the CEO position that reflect KBR’s business strategy, and identifying and developing internal candidates or recognizing the need for external candidates, as appropriate.

Board and Committee Evaluations

At the direction of our Nominating and Corporate Governance Committee, our non-executive directors complete annual self-assessment questionnaires regarding the performance of our Board of Directors as a group. Similarly, annual self-assessment questionnaires regarding the performance of each of our Board’s standing committees are completed by the applicable members. The Nominating and Corporate Governance Committee presents the results of the questionnaires, which are compiled anonymously, to our Board at regularly scheduled meetings. These annual performance reviews are intended to enhance the overall effectiveness of our Board and its standing committees.

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Board Refreshment

Process for Selecting New Directors

The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending prospective nominees to the Board for approval. The Nominating and Corporate Governance Committee considers suggestions of candidates made by current committee and Board members, KBR management, and stockholders. The Committee also may retain an independent executive search firm to identify candidates for consideration. Finally, stockholders may suggest candidates for nomination by contacting the Nominating and Corporate Governance Committee in the manner provided below under “Contact the Board.”

1 The Committee considers suggestions of candidates made by current committee and Board members, KBR management, and stockholders.

IDENTIFY CANDIDATE

2 The Committee reviews information provided by the person recommending the candidate and the committee’s (and other Board members’) knowledge of the candidate to determine whether to carry out a full evaluation. This preliminary determination is based on the need for additional Board members (or for directors with particular skills or experience) and the likelihood that the candidate will meet the Board membership criteria listed below.

PRELIMINARY REVIEW CANDIDATE INFORMATION

3 If a candidate warrants additional consideration, the Nominating and Corporate Governance Committee may request an independent executive search firm to gather information about the candidate’s background, experience, and reputation, and to report its findings to the committee. After reviewing that report, the committee then determines whether to interview the candidate.

EXTERNAL REPORT BY EXECUTIVE SEARCH FIRM

4 Interviews are carried out by one or more members of the committee and others as appropriate.

INTERVIEW WITH CANDIDATE

5 Once the evaluation and interview are completed, the committee provides feedback and recommendations to the Board. The Board makes a determination of nominees after reviewing that input.

COMMITTEE RECOMMENDATION

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Director Qualifications

Candidates nominated for election or re-election to the Board of Directors should possess the following qualifications:

The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the needs of the Board at a given point in time. These criteria are periodically reviewed and updated. The Nominating and Corporate Governance Committee may consider diversity in personal background, race, gender, age and nationality when evaluating individual candidates, but KBR does not have a formal policy with regard to any particular aspect of diversity.

Stockholder Engagement

We actively engage with our investors throughout the year. Senior executives met virtually with analysts and investors at our annual Investor Day in June 2020, and our Corporate Secretary reaches out to our largest 25 investors bi-annually.

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Director Orientation and Education

During director orientation, our new directors typically meet with members of our Board and senior executives before attending their first Board and committee meetings. This ensures that our new directors are well-informed about KBR’s current matters in addition to the broad scope of our businesses. Our new directors also visit project sites and attend townhall meetings to gain more in-depth knowledge of our business practices, including Zero Harm.

Continuing education for our directors is both important and necessary due to the fast pace at which business and technology are evolving. Generally every quarter our Board is presented with an education topic. Recent examples include cybersecurity, data protection, data privacy, digitalization, internal controls, governance, sustainability, and workplace culture. In addition, our directors participate in continuing education outside of KBR covering a wide range of topics, such as audit matters, board effectiveness, cybersecurity board governance, finance, and strategy and innovation.

Board Practices and Procedures

Attendance at Meetings

Board members are expected to make every effort to attend the meetings of the Board and the committees of the Board on which they serve, as well as annual stockholder meetings. All of KBR’s directors attended 98% of the aggregate of all meetings of the Board and the applicable committees during 2020. All of our directors attended our 2020 Annual Meeting of Stockholders.

The Board of Directors meets each year immediately following the Annual Meeting of Stockholders and at least four other times per year. Additional regular meetings are scheduled as needed, and special meetings may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Corporate Secretary, or a majority of the directors in office. KBR’s Bylaws permit action to be taken without a meeting if all members of the Board consent to such action in writing or by electronic transmission. During 2020, the Board of Directors held thirteen regular meetings and four ad hoc meetings, fifteen of which were conducted virtually. The Chairman of the Board presides at all Board meetings.

During each regular Board meeting, KBR’s independent non-executive directors meet in scheduled executive sessions, presided over by our non-executive Chairman of the Board. During 2020, the non-executive directors met without management six times.

Mandatory Retirement

Non-management directors may not seek re-election once they reach the age of 75; however, this mandatory retirement age may be extended under special circumstances if the Board deems it to be in the best interest of KBR. In 2020, the Board approved the recommendation of the Nominating and Corporate Governance Committee to grant a 12-month extension to the mandatory retirement age for General Lester Lyles, our non-executive Chairman of the Board, who will turn 75 on April 20, 2021. With the 12-month extension, General Lyles’s retirement from the Board will be effective immediately prior to the KBR annual meeting of stockholders following his 76th birthday; provided, however, that if agreed to by mutual consent, General Lyles may continue to serve on the Board for an additional extended period of time past KBR’s 2022 annual meeting of stockholders. The Board determined it was in the best interest of KBR to delay General Lyles’s mandatory retirement due to the volatile times created by COVID-19, which caused a global health crisis, severely disrupted the economy, and compounded the downturn of the energy market. In addition, the Board believed it was crucial to maintain General Lyles’s leadership and benefit from his incredible knowledge, skills and industry experience in the government and space fields following KBR’s October 2020 acquisition of Centauri, LLC, a leading independent provider of space, directed energy, and other advanced technology solutions to the United States intelligence community and Department of Defense.

Management directors must retire from the Board at the same time they retire from employment with KBR unless the Board approves continued service as a director.

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Service on Other Boards

KBR directors may not serve on the boards of directors of more than four other publicly held companies or investment companies. In addition, directors serving on the KBR Audit Committee may not serve on the audit committee of more than two other public companies. Directors must advise the chairman of the Nominating and Corporate Governance Committee before accepting an invitation to serve on another board.

Anti-Hedging Policy

Our anti-hedging policy prohibits all directors, employees, and agents from speculative trading in our securities; engaging in hedging transactions using our securities; “short selling” our securities; and trading derivative securities, such as put options, call options, swaps, or collars related to our securities.

Corporate Governance Materials

To ensure that our stockholders have access to our governing documents, we provide copies of our Code of Business Conduct, Corporate Governance Guidelines, and the charters of each of our standing Board committees on our website at kbr.com. Copies will be provided to any stockholder who requests them by writing to our Investor Relations Department at: 601 Jefferson Street, Suite 3400, Houston, Texas 77002.

Our Code of Business Conduct applies to all directors, officers, and employees of KBR, and all employees of KBR’s agents. KBR intends to satisfy SEC disclosure requirements regarding amendments to, or waivers from, any provision of the Code of Business Conduct by posting such information on our website.

How to Contact the Board

To foster better communication with our stockholders, KBR has established a process for stockholders and other interested parties to communicate with the Audit Committee and the Board of Directors. Concerns may be reported anonymously or confidentially.

You may communicate with our Board of Directors, the non-executive directors, or any Board committee by mail (Board of Directors c/o Director of Business Conduct, KBR, Inc., P.O. Box 3406, Houston, Texas 77253-3406), telephone (1-855-231-7512, toll-free from the U.S. or Canada, or 1-503-619-1884, calling collect from any other country), or e-mail (fhoukbrbod@kbr.com).

Our Director of Business Conduct reviews all communications directed to the Audit Committee and the Board of Directors. The Chairman of the Audit Committee is promptly notified of any significant communication involving accounting, internal controls, auditing matters, or similar issues. Communications addressed to a named director are promptly sent to the director. Communications directed to the non-executive directors are promptly sent to the non-executive Chairman of the Board. A report summarizing the significant communications is sent to each director quarterly, and copies of communications are available for review by any director, except that those items addressed to the non-executive directors are not available to executive directors.

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Our Sustainability Focus

In 2020, COVID-19 changed the way we live, work and interact. It forced us to pause, reconsider our behaviors, embrace change and think differently. Despite the challenges COVID-19 presented, it did not prevent us from investing time and resources into our commitment towards sustainable development. On the contrary, this year we made several significant developments to promote Zero Harm and positive contributions to the environment and society.

Our commitment to sustainability is embedded in our Zero Harm philosophy, enhanced by our Ten Sustainability Pillars. These pillars are designed to deeply embed sustainability into the heart of KBR’s culture and become an inherent part of the KBR Way.

Our core values inspire the way we work. Every action we take as a company is aligned with our vision and values, providing the framework for who we are and how we operate. Alongside our core values are our commitments to people, planet and prosperity. These pillars are underpinned by our Global Sustainability Policy, which sets out commitments for each of the ten environmental and social pillars.

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Our sustainability oversight starts at Board level; the Sustainability and Corporate Responsibility Committee of our Board of Directors reviews all sustainability matters, including ensuring KBR has policies and procedures in place to build a safe and resilient business that takes into consideration climate change, social impact, environmental impact, governance and business stability issues. The Sustainability and Corporate Responsibility Committee also contributes to the direction of and reviews our annual Sustainability and Corporate Responsibility Report, which is available on our website at kbr.com/sustainability report. All members of this committee are independent directors.

Key Developments

Over the course of the last year we commissioned a third-party consultant to calculate our corporate carbon footprint to provide an overview of the CO₂ emissions generated by our business activities across our 101 sites. This included heating, cooling, and vehicles (Scope 1), electricity (Scope 2), and business travel (air and train travel – category 6 of Scope 3). In 2019, KBR’s business activities generated a total of 114,714.60 tons of CO₂, nearly 4% of which were Scope 1 emissions, 30% Scope 2 emissions, and 66% Scope 3 emissions. Business travel, air travel in particular, was the most emission-intensive activity and represents the largest share of KBR’s carbon footprint. We included a safety margin of 20% (10% is typical) to account for any discrepancies that might have resulted from assumptions and estimates taken.

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By purchasing carbon credits from wind farms in India and contributing to projects run by the Plastic Bank across the globe, we achieved carbon neutrality for our Scope 1 and Scope 2 greenhouse gas emissions. These 2019 calculations form our baseline from which we will widen Scope 3, set science-based targets, and commit to net zero emissions for 2030.

2020 saw the continued growth of KBR One Ocean, the bedrock of our sustainability commitment. This global collaboration between KBR employees, local schools, youth and international environmental organizations links hundreds of school students across the globe and inspires them to create their own innovative solutions to environmental issues.

It is also designed to develop professional skills and core competencies in KBR’s new talent while inspiring and attracting young students to STEAM (Science, Technology, Engineering, Arts and Mathematics) fields and careers, thus creating a robust and diverse talent pipeline.

We appointed a new Chief People Officer in May 2020 with the following areas of priority:

One of the first programs to support the “conditions for people to flourish” priority was the launch of our Well-being Ambassador Program. This program started in the UK and Australia and has now been implemented in sites across the US, Singapore, and Saudi Arabia. By 2021, the Well-being Ambassador Program will be running in all KBR regions throughout the globe. Well-being Ambassadors are trained to promote mental fitness and a healthy and positive workplace. They provide a first point of contact for any employee in need of emotional support and guidance to support resources.

In March 2020, in response to the pandemic, our HSSE unit rapidly developed our Key Pandemic Behaviors throughout all corporate and project sites across the globe. These key behaviors were based on best practice with advice from the Centers for Disease Control and Prevention (CDC), European Centre for Disease Prevention and Control (ECDC), and the World Health Organization (WHO) for how to deal with a pandemic. Employees were urged to follow them consistently to mitigate risk to the pandemic to as low as possible.

Towards the end of 2020, we finalized a license agreement with Mura Technology Limited for an innovative advanced plastics recycling process. This technology recycles end-of-life plastic to produce building blocks for virgin-quality polymers and chemicals. This aligns with KBR’s commitment to sustainability by reducing lifecycle greenhouse gas emissions and the volume of waste that enters landfills and the environment, while contributing to the growth of the plastic circular economy.

2020 was also the year we announced KBR’s green ammonia process K-GreeN^TM. K-GreeN^TM achieves low or zero greenhouse gas emissions by combining ammonia synthesis plant reliability with lower energy consumption at lower capital cost (due to lower equipment count) with electrolysis and air separation sections.

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Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information, as of March 13, 2021, regarding the beneficial ownership of KBR’s common stock by persons known by KBR to beneficially own more than five percent of its outstanding common stock, each director or nominee, each of the named executive officers referenced in the Summary Compensation Table contained in this proxy statement, and all directors and executive officers as a group. Information regarding five percent stockholders in the table and footnotes is based on the most recent Statement on Schedule 13G or 13D or amendment thereto filed by each such person with the SEC, except as otherwise known to KBR. To our knowledge, except as otherwise noted in the footnotes to this table or as provided by applicable community property laws, each individual has sole voting and investment power with respect to the shares of common stock listed in the second column below as beneficially owned by the individual.

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Executive Officers

The following biographical information with respect to each of KBR’s executive officers is current as of March 26, 2021.

	EILEEN G. AKERSON
	Age: 55 | Joined KBR in: 1999 | Executive Vice President and General Counsel
	Current Position since: November 2014

Prior Business Experience

Education

| KBR Senior Vice President, Commercial responsible for project commercial management and oversight of the review and approval process for significant transactions and joint venture relationships | KBR Vice President — Legal & Chief Counsel responsible for managing legal functions for the Hydrocarbons Business Group | KBR advisor and counselor to senior management on company policies affecting ethics and compliance matters | Attorney for Spriggs & Hollingsworth in Washington D.C.

| B.A., Catholic University of America | J.D., Catholic University of America Columbus School of Law | Member of the bars of Texas, Connecticut and the District of Columbia

	ANDREW J. BARRIE
	Age: 53 | Joined KBR in: 1990 | President, Government Solutions — EMEA
	Current Position since: May 2019

Prior Business Experience	Education
| KBR Senior Vice President, Business Acquisition | KBR Vice President, Commercial | Has over 30 years of experience in business development, commercial management and leadership across the government, infrastructure and energy markets.	| B.A. (Business), Kingston University London | Diploma in Company Direction from the Institute of Directors

	W. BYRON BRIGHT, JR.
	Age: 47 | Joined KBR in: 2010 | President, Government Solutions
	Current Position since: June 2020

Prior Business Experience

Education

| KBR President, Government Solutions – U.S. | KBR President, KBRwyle | KBR Senior Vice President of Operations for U.S. Government Services | KBR Vice President of Business Development for U.S. Government Services | Supported the government services business at Jacobs Engineering Group Inc. | Officer in the U.S. Air Force primarily working in the Developmental Test and Engineering career field supporting weapons development and rotary wing aircraft flight testing

| B.S. (Engineering and Mechanics), distinguished graduate, U.S. Air Force Academy | M.S. (Mechanical Engineering), Georgia Institute of Technology | Graduated from the U.S. Air Force Test Pilot School and has flown in over 25 different aircraft as a Flight Test Engineer

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	GREGORY S. CONLON
	Age: 52 | Joined KBR in: 2016 | Chief Digital and Development Officer
	Current Position since: January 2019

Prior Business Experience

Education

| KBR Executive Vice President and Chief Development Officer responsible for Strategy, Global Business Development, Marketing, and Mergers & Acquisitions | KBR President, Asia-Pacific (“APAC”) responsible for Engineering & Construction (“E&C”) and Government Services (“GS”) in this region | KBR President, E&C APAC | Executive Vice President leading business development globally for the WorleyParsons Services business line, the largest business within WorleyParsons | Has over 25 years of experience in the E&C business, with global experience across a range of subsectors from hydrocarbons to specialist infrastructure. | Various positions in the energy and resources sectors in Australia, Canada, China, Indonesia, Singapore, Thailand, and the United Kingdom.

| B.S. (Mechanical Engineering), Royal Melbourne Institute of Technology

	SHAD E. EVANS
	Age: 43 | Joined KBR in: 2018 | Senior Vice President of Finance Operations and Interim Chief Accounting Officer
	Current Position since: August 2020 (Interim CAO since October 30, 2020)

Prior Business Experience	Education
| KBR Chief Financial Officer of Technology Solutions | Vice President, Finance and Business Operations Security Detection and Automation at Leidos Holdings, Inc.	| B.S. (Accounting), San Diego State University-California State University | M.B.A. (Finance), University of San Diego

	J. JAY IBRAHIM
	Age: 60 | Joined KBR in: 2015 | President, Sustainable Technology Solutions
	Current Position since: June 2020

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	DOUGLAS N. KELLY
	Age: 57 | Joined KBR in: 2010 | President, Technology
	Current Position since: September 2019

Prior Business Experience	Education
| KBR Senior Vice President, Business Development and Marketing Technology Solutions | KBR Vice President, Refining Technology Solutions | Chief Operating Officer at ZEEP | Vice President at Invensys (now AVEVA) | Vice President at Aspen Technology	| B.S. (Chemical Engineering), University of Oklahoma | Licensed Professional Engineer (Texas)

	JENNI C. MYLES
	Age: 53 | Joined KBR in: 2020 | Executive Vice President, Chief People Officer
	Current Position since: May 2020

Prior Business Experience	Education
| Group HR Director and core member of the Group Executive Committee at G4S | Chief HR Officer, Americas Region at G4S | Director of HR & Employee Engagement at G4S | Various employee relations and human resources management roles at KPMG, Northern Foods, and Ford Motor Company	| L.L.B. (Hons), University of Glasgow | Fellow of the Chartered Institute of Personnel & Development

	MARK W. SOPP
	Age: 55 | Joined KBR in: 2017 | Executive Vice President and Chief Financial Officer
	Current Position since: February 2017

Prior Business Experience

Education

| Chief Financial Officer and Executive Vice President for Leidos Holdings, Inc., previously Science Applications International Corporation, one of the largest publicly-traded government contractors in the U.S. with significant technically-focused commercial professional services operations, including serving energy markets | Various executive positions with Titan Corporation, also involved in government contracting and commercial business areas

| B.S. (Accounting), New Mexico State University | Completed the Executive Program at UCLA Anderson School

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Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation

The Board of Directors recommends that you vote FOR the advisory vote to approve our NEOs’ compensation as disclosed in this proxy statement. Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless stockholders specify otherwise.

The Board of Directors is providing our stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation of our Named Executive Officers (“NEOs”) as disclosed in this proxy statement.

Executive Compensation

Our Compensation Committee establishes, recommends, and governs all the compensation and benefits policies and actions for KBR’s NEOs, as discussed in the “Compensation Discussion and Analysis” section of this proxy statement. Consistent with our compensation philosophy, our executive compensation program has been designed to achieve the following primary objectives:

In light of these objectives, KBR provides pay that is highly dependent on performance, both short- and long-term. We continually review best practices in governance and executive compensation. Consistent with such best practices, KBR:

For the reasons discussed above, the Board of Directors unanimously recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

While the resolution is non-binding, the Board of Directors values your opinion and will consider the outcome of the vote when making future compensation decisions.

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Compensation Discussion and Analysis

Executive Summary

NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis provides a detailed description of our compensation philosophy, objectives, policies, and practices in place during 2020 and explains the factors considered by our Compensation Committee in making compensation decisions during 2020. This Compensation Discussion and Analysis focuses on the compensation of the following Named Executive Officers, or “NEOs”:

These NEOs, together with the other members of our executive management team whose compensation is determined by our Compensation Committee and our Board of Directors, are referred to as our “Senior Executive Management.”

COMPENSATION HIGHLIGHTS

Changes Made in 2020 to KBR’s Compensation Program

In 2020, our Compensation Committee made several changes to KBR’s compensation program. To help offset the financial impact of the COVID-19 pandemic, KBR implemented temporary reductions to employee base salaries and non-executive director cash retainers, as disclosed on pages 51 and 76, respectively. Unrelated to the COVID-19 pandemic, our Compensation Committee made changes to our short-term incentive (“STI”) plan to further emphasize the link between pay and Company performance and long-term incentive (“LTI”) plan to respond to our stockholders’ feedback, as disclosed on pages 52 and 56, respectively.

Our Compensation Committee believes all of our compensation programs strongly reflect our pay-for-performance strategy. Changes made to our 2021 Compensation Program are disclosed on pages 55 and 60.

Advisory Vote on Compensation and Stockholder Engagement

We believe we have a well-designed executive compensation program. Our most recent Say-on-Pay Proposal was presented to our stockholders during the Company’s 2020 annual meeting, and garnered the support of approximately 98% of the votes cast (in person and by proxy). The Compensation Committee was gratified by this result, which came after we revised our long-term incentive program in response to stockholder feedback. We will continue to consider the outcome of our Say-on-Pay Proposal and other stockholder feedback when determining future compensation policies and decisions for our NEOs.

Pay for Performance in 2020

Our CEO’s strategic actions positioned KBR for long-term growth, and 2020 was the fourth consecutive year that we saw these actions deliver strong results and improved stockholder value. Our adjusted EPS⁽¹⁾ increased by 2.4% from 2019, and our net income to cash flow conversion was 146%, an increase of 15% from 2019.

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The alignment of our CEO’s compensation with company performance and stockholder value during his six-year tenure is provided in the charts below and on the next page.

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Overview of Executive Compensation Philosophy, Policies and Practices

KEY CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION

Our Compensation Committee regularly reviews the elements of the individual compensation packages for our CEO and Senior Executive Management. In determining executive compensation, our Compensation Committee strives to ensure that:

Our executive compensation program is regularly reviewed to ensure that it remains consistent with these objectives and is administered in accordance with established compensation policies.

POLICIES AND PRACTICES

Below is a summary of our compensation policies and practices in place during 2020:

ROLE OF THE CEO

During 2020, our CEO made recommendations to our Compensation Committee regarding the compensation and incentives for our Senior Executive Management other than himself. Our CEO also:

ROLE OF THE BOARD AND THE COMPENSATION COMMITTEE

Each December our non-executive directors meet in executive session to evaluate the performance of our Chief Executive Officer. In evaluating our CEO, the non-executive directors consider qualitative and quantitative elements of the CEO’s performance, including:

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Based on the CEO’s recommendations and in concert with him, our Compensation Committee annually reviews and approves the compensation and incentive awards for our Senior Executive Management.

The CEO’s evaluation and compensation for the next full year, including an evaluation of whether the CEO has created adequate management succession and development programs, are communicated to the CEO by the non-executive Chairman of the Board after review and approval by our Compensation Committee and the full Board of Directors (other than the CEO).

THIRD-PARTY CONSULTANTS

Under its charter, our Compensation Committee is authorized to retain a compensation consultant and has the sole authority to approve the consultant’s fees and other retention terms. While we believe that retaining third-party consultants is an efficient way to keep current regarding competitive compensation practices, our Compensation Committee does not accord undue weight to the advice of outside professional advisors. Instead, we design and adjust our compensation program to address the program’s intended objectives.

In 2020, our Compensation Committee used the services of one compensation consulting firm, Meridian Compensation Partners, LLC (“Meridian”). Our Compensation Committee engaged and managed its relationship with Meridian directly, and Meridian reported directly to our Compensation Committee.

Meridian’s work for KBR included advising our Compensation Committee, as requested, with respect to all executive compensation matters and various director compensation matters. In particular, Meridian was engaged to provide the following:

Outside of providing executive and director advisory services to our Compensation Committee, Meridian provided no other services to us or our affiliates. In May 2020, our Compensation Committee reviewed the independence factors approved by the SEC (as well as other factors identified by the NYSE) as affecting the independence of a consultant or adviser, including the following:

Based on the results of this review, our Compensation Committee confirmed Meridian’s independence and lack of a conflict of interest in 2020, and approved the continued retention of Meridian.

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PEER GROUPS

In the design and administration of our 2020 executive compensation programs for our Named Executive Officers, our Compensation Committee considered competitive market data from two distinct peer groups: our “Core Peer Group” and our “Diversified Peer Group.” As discussed below under “Elements of Compensation—KBR Long-Term Performance Cash and Stock Awards,” the Compensation Committee also refers to a “TSR Peer Group” for limited purposes related to the NEOs’ long-term incentive awards.

The Core Peer Group is composed of thirteen companies whose primary operations involve providing highly technical and professional services to the U.S. government and the engineering, construction, and services industry. We believe these are the companies against which KBR most competes for employees and business. The Core Peer Group used for 2020 compensation decisions consisted of the following companies: