The Board of Directors (the “Board”) of KBR, Inc. (the “Corporation”) believes that the primary responsibility of the Directors of the Corporation is to provide effective governance over the Corporation’s affairs for the benefit of its stockholders.
That responsibility includes:
- Evaluating the performance of the Chief Executive Officer and taking appropriate action, including removal, when warranted;
- Reviewing, by its independent directors, the Chief Executive Officer’s compensation for the next year, based upon the determination of the Compensation Committee;
- Selecting, evaluating and fixing the compensation of executive management of the Corporation and establishing policies regarding the compensation and benefits for the Corporation and other members of management;
- Reviewing succession plans and management development programs for executive management members;
- Reviewing and approving periodically long-term strategic and business plans, as well as monitoring corporate performance against such plans;
- Adopting policies of corporate conduct, including compliance with applicable laws and regulations, as well as maintaining accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls;
- Annually evaluating the overall effectiveness of the Board;
- Evaluating the Corporation’s overall risk profile and ensuring that a robust process of oversight of such risks is maintained by the Board and its committees, and by executive management; and
- Reviewing matters of corporate governance.
The Board has adopted these Corporate Governance Guidelines (these “Guidelines”) to assist it in the exercise of its responsibilities. These Guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to the operation of the Board.
Mark E. Baldwin
Mark E. Baldwin served as the Executive Vice President and Chief Financial Officer of Dresser-Rand Group, Inc., from 2007 until his retirement in 2013. Prior to joining Dresser-Rand, he served as the Executive Vice President, Chief Financial Officer and Treasurer of Veritas DGC, Inc., from 2004 through 2007, and Operating Partner at First Reserve Corporation from 2003 through 2004. Mr. Baldwin served as Executive Vice President and Chief Financial Officer for NextiraOne from 2001 through 2002, and as Chairman of the Board and Chief Executive Officer for Pentacon, Inc., from 1997 through 2001. From 1980 through 1997, Mr. Baldwin served in a variety of financial and operational positions with Keystone International, Inc., including Treasurer, Chief Financial Officer and President of the Industrial Valves and Controls Group.
Mr. Baldwin holds a Bachelor of Science degree in Mechanical Engineering from Duke University and a Master of Business Administration degree from Tulane University. He is also a graduate of the Stanford Executive Program.
Mr. Baldwin is a director of Nine Energy Service, Inc., and TETRA Technologies, Inc., and he serves as Chairman of the Audit Committee for both companies.
Mr. Baldwin joined the KBR Board in October 2014. He is the Chairman of the Audit Committee and a member of the Sustainability & Corporate Responsibility Committee.
Stuart J. B. Bradie
Stuart J. B. Bradie serves as KBR’s President and Chief Executive Officer. He assumed this role when he joined KBR on June 2, 2014. With more than 30 years of industry experience, Mr. Bradie leads KBR from its global headquarters in Houston, Texas, and its UK office in Leatherhead.
Mr. Bradie joined KBR from WorleyParsons Ltd., where he held the position of Group Managing Director – Operations and Delivery. In that role, he led the group's global operations across more than 40 countries in the hydrocarbons, mining, chemicals, power and infrastructure sectors. Mr. Bradie joined WorleyParsons in 2001 and was previously Managing Director across Europe, Africa, Asia and the Middle East. Prior to joining WorleyParsons, Mr. Bradie held Managing Director and Country Manager roles with PT Kvaerner Indonesia and Kvaerner Philippines.
Mr. Bradie has a Bachelor of Science degree in Mechanical Engineering from Aberdeen University and a Master of Business Administration degree from the Edinburgh Business School, Heriot Watt University.
Mr. Bradie joined the KBR Board in July 2014.
Lynn A. Dugle
Lynn A. Dugle served as the Chairman, President and Chief Executive Officer at Engility Holdings, Inc., before leading the sale of the company to Science Applications International Corporation in 2019. Prior to joining Engility in 2016, she spent more than a decade in senior management positions at Raytheon Company, including serving as the Vice President, Engineering, Technology and Quality for the former Raytheon Network Centric Systems, before retiring from the company in March 2015 as its Corporate Vice President and President of Intelligence, Information and Services. While at Raytheon, Ms. Dugle led the company’s acquisition of more than a dozen cyber-related companies. Before joining Raytheon in April 2004, she held several officer-level positions with ADC Telecommunications, Inc., including General Manager, Cable Systems Division, culminating with Vice President and General Manager, Product, Systems Software Division. Ms. Dugle began her career at Texas Instruments, Inc., as a manufacturing engineer and rose to Vice President, Support Engineering and Quality for the Defense Systems and Electronics Group. Ms. Dugle has more than 30 years of executive leadership experience in defense, intelligence and high-tech industries.
Ms. Dugle holds a Bachelor of Arts degree in Spanish and a Bachelor of Science degree in Technical Management from Purdue University. She subsequently graduated with a Master of Business Administration degree from The University of Texas at Dallas.
Ms. Dugle is an advisor partner of First Light Acquisition Group, Inc. Ms. Dugle is a director of Micron Technology, Inc., where she serves as a member of the Finance Committee; State Street Corporation, where she serves as a member of the Technology and Operations Committee, Examining and Audit Committee, and Executive Committee; and TE Connectivity Ltd., where she serves as a member of the Audit Committee. Ms. Dugle also serves on the boards of Avantus Federal, The Board on Army Research and Development of the National Academy of Sciences, and ZOE Empowers. Ms. Dugle previously served on the boards of The B2B Project and the Intelligence and National Security Alliance (INSA).
Ms. Dugle joined the KBR Board in February 2020. She is the Chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a member of the Cybersecurity Committee.
General Lester L. Lyles, USAF (Ret.)
Chairman of the Board
Lester L. Lyles, a retired Four-Star General of the U.S. Air Force, has been an independent consultant since 2003. Prior to that time, he served in the U.S. Air Force for more than 35 years as Commander of the Space and Missile Systems Center from 1994 to 1996; Director of the Ballistic Missile Defense Organization from 1996 to 1999; Vice Chief of Staff of the Headquarters of the U.S. Air Force from 1999 to 2000; and Commander of the U.S. Air Force Materiel Command from 2000 to 2003.
General Lyles holds a Bachelor of Science degree in Mechanical Engineering from Howard University in Washington, D.C., and a Master of Science degree in Mechanical and Nuclear Engineering from the Air Force Institute of Technology Program from New Mexico State University in Las Cruces. He is a graduate of the Defense Systems Management College, Fort Belvoir, Virginia; the Armed Forces Staff College, Norfolk, Virginia; the National War College, Fort Lesley J. McNair, Washington, D.C.; and the National and International Security Management Course at Harvard University, Cambridge, Massachusetts. General Lyles received Honorary Doctor of Laws degrees from New Mexico State University and Urbana University and was inducted into the National Academy of Engineering in 2009.
General Lyles is a director of Frontier Technology, Inc. He is also a member of the National Air and Space Museum Board, National Space Council Users’ Advisory Group (which is administered by NASA) and was appointed to the JobsOhio Board of Directors for a term beginning July 6, 2019, and ending July 5, 2023. General Lyles previously served as a director of General Dynamics Corporation, retiring in May 2020, and Battelle Memorial Institute, a nonprofit organization, retiring in November 2019. He also served as Chairman of the Board of Directors of the United Services Automobile Association, retiring from this position in August 2019. General Lyles served as a member of the Defense Science Board in the Pentagon, International Security Advisory Board at the U.S. Department of State and President's Intelligence Advisory Board in the White House. He also served as a director of Precision Castparts Corp. until its acquisition by Berkshire Hathaway in February 2016.
General Lyles joined the KBR Board in November 2007 and assumed the role of non-executive Chairman of the Board in May 2019. He is also a member of the Cybersecurity Committee and Nominating and Corporate Governance Committee.
Sir John A. Manzoni KCB
Sir John A. Manzoni KCB is a former British senior civil servant (2014 to 2020) and business executive. He was appointed Knight Commander of the Order of the Bath (KCB) in 2020. Sir John served as Chief Executive of the Major Projects Authority from February 2014 to October 2014. In October 2014, he became the first-ever Chief Executive of the UK Civil Service, a role that is the second most senior civil servant, and in August 2015, he added the post of Permanent Secretary for the Cabinet Office. From 2007 to 2012, Sir John served as President and Chief Executive Officer of Talisman Energy, Inc., a global oil and gas exploration and production company based in Canada. Prior to that role, Sir John spent almost 25 years at BP plc, one of the world’s leading integrated oil and gas companies. Beginning in 1983, he served in numerous roles across varying functions and operations, including engineering, investor relations, strategy, and mergers and integration. From 2001 to 2002, Sir John served as BP’s Chief Executive of Gas and Power, and from 2002 to 2007, he served as Chief Executive of Refining and Marketing. He also served as a director of BP’s Main Board from 2003 to 2007.
Sir John holds a Bachelor of Science degree in Civil Engineering and a Master of Science degree in Petroleum Engineering from Imperial College London. He also holds a Master of Science degree in Management from Stanford University’s Graduate School of Business and was a Sloan Fellow. Sir John received an Honorary Doctorate from Aberdeen University.
Sir John is a director of Diageo plc and serves as Chairman of the Board for SSE plc. He also serves as Chairman of the Board for the Atomic Weapons Establishment (AWE plc), a UK Ministry of Defence facility. Sir John serves on the Global Leadership Council of the Saïd Business School at the University of Oxford, is a mentor for Chairman Mentors International (CMi) and is a Global Leader of Tomorrow for the World Economic Forum. Sir John previously served on the boards of BP plc, Leyshon Energy Ltd. and SABMiller plc. He previously served as an advisory board member for Accenture Energy, Aspen Institute Corporate Values Group and the Stanford University Graduate School of Business, and he was an advisor to Adamant Ventures.
Sir John joined the KBR Board in May 2022. He is a member of the Audit Committee and a member of the Cybersecurity Committee.
Lt. General Wendy M. Masiello, USAF (Ret.)
Wendy M. Masiello, a retired Three-Star General of the U.S. Air Force, is an independent consultant. Prior to her retirement in July 2017, General Masiello served as Director of the Defense Contract Management Agency (2014–2017) where she oversaw a $1.4 billion budget and 12,000 people around the world in oversight of 20,000 contractors performing 340,000 Defense and Federal contracts valued at $6 trillion. Her management included business system approvals, quality compliance, production capacity, delivery timeliness and payment authorizations of $500 million each day across the spectrum of Defense technologies. During her 36-year career, General Masiello also served as Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition (2011–2014) and Program Executive Officer for the Air Force's $30 billion Service Acquisition portfolio (2007–2011), and she deployed to Iraq, leading contracting support for military forces in Iraq and Afghanistan from July 2005 to January 2016. General Masiello's medals and commendations include the Defense Superior Service Medal, Distinguished Service Medal and Bronze Star.
General Masiello holds a Bachelor of Business Administration degree in Marketing from Texas Tech University, Master of Science degree in Logistics Management from the Air Force Institute of Technology and Master of Science degree in National Resource Strategy from the Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C. She is a graduate of the Defense Systems Management College, Fort Belvoir, Virginia; the Senior Acquisition Course, Industrial College of the Armed Forces, Fort Lesley J. McNair, Washington, D.C.; and the Joint and Combined Warfighting School, Joint Forces Staff College, Norfolk, Virginia. General Masiello is also a graduate of Harvard Kennedy School's Senior Managers in Government. She is a 2017 Distinguished Alumna of Texas Tech University, an Executive Mosaic Wash100 Award winner in 2015 and 2016, the 2014 Greater Washington Government Contractor "Public Sector Partner of the Year" and recognized by Federal Computer Week as one of "The 2011 Federal 100."
General Masiello is a director of EURPAC Service, Inc., where she serves as a member of the Compensation Committee; the National Contract Management Association, where she has been appointed the next President-Elect; the Procurement Round Table, Rebuilding Together; and StandardAero. She is a member of the Acquisition Innovation and Research Center Advisory Panel to the Office of the Under Secretary of Defense for Acquisition and Sustainment. General Masiello is also a member of the Air Force Studies Board of the National Academy of Sciences. She also serves on the Boards of Advisors for Public Spend Forum and Rawls College of Business at Texas Tech University.
General Masiello joined the KBR Board in August 2017. She is a member of the Compensation Committee and Sustainability & Corporate Responsibility Committee.
Jack B. Moore
Jack B. Moore served as Chairman of the Board for Cameron International Corporation from 2011 until its acquisition by Schlumberger Limited in April 2016. He also served as Cameron's Chief Executive Officer until October 2015. Mr. Moore was named President and Chief Executive Officer in April 2008 and became Cameron's Chairman of the Board in May 2011. He joined Cameron's Drilling & Production Systems group in July 1999 as Vice President and General Manager, Western Hemisphere, and was named President of this group in July 2002. He became President and Chief Operating Officer in January 2007 and a Director of Cameron in 2007.
Prior to joining Cameron, Mr. Moore held various management positions with Baker Hughes Incorporated, where he was employed for 23 years.
Mr. Moore holds a Bachelor of Business Administration degree from the University of Houston and is a graduate of the Advanced Management Program at Harvard Business School.
Mr. Moore is a director of Occidental Petroleum Corporation, where he serves as Independent Vice Chairman, Chairman of the Executive Compensation Committee, a member of the Advisory Committee, and a member of the Corporate Governance and Nominating Committee. He is also a director of ProPetro Holding Corp., where he serves as Chairman of the Nominating and Corporate Governance Committee, a member of the Audit Committee, and a member of the Compensation Committee. Mr. Moore is a director of MAM (Memorial Assistance Ministries), a member of the American Heart Association and a member of the University of Houston System Board of Regents. He previously served as a director of the American Petroleum Institute, Rowan Companies plc and the University of Houston’s Board of Visitors. Mr. Moore was also a member of the Executive Committee of the United Way of Greater Houston.
Mr. Moore joined the KBR Board in January 2012. He is the Chairman of the Compensation Committee, a member of the Cybersecurity Committee, and a member of the Nominating and Corporate Governance Committee.
Ann D. Pickard
Ann D. Pickard retired from Royal Dutch Shell plc ("Shell") on February 1, 2016. Ms. Pickard held numerous positions of increasing responsibility during her 15-year tenure with Shell. She last served as Executive Vice President, Arctic, and was responsible for Shell's Arctic exploration efforts. This followed three successful years as Executive Vice President of Shell's Exploration and Production business and Country Chair of Shell in Australia, where she oversaw Gas Commercialization, Manufacturing, Chemicals, Supply and Distribution, Retail, Lubricants, Trading and Shipping, and Alternative Energy. Ms. Pickard was previously Shell's Regional Executive Vice President for Sub Saharan Africa. Based in Lagos, Nigeria, she was accountable for Shell's Exploration and Production, Natural Gas, and Liquefied Natural Gas (LNG) activities in the region. Before that, Ms. Pickard was Director, Global Businesses and Strategy, and a member of the Shell Gas & Power Executive Committee with responsibility for Global LNG, Power, and Gas and Power Strategy. Ms. Pickard joined Shell in 2000 after an 11-year tenure with Mobil prior to its merger with Exxon. Ms. Pickard has significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East and Africa.
Ms. Pickard holds a Bachelor of Arts degree from the University of California, San Diego, and a Master of Arts degree from the University of Pennsylvania.
Ms. Pickard is a director of Noble Corporation plc, where she serves as Chairman of the Sustainability Committee; a member of the Audit Committee, Woodside Petroleum Ltd., where she serves as Chairman of the Sustainability Committee; and member of The University of Wyoming Foundation, where she serves in the Budget/Audit Committee. In addition, Ms. Pickard is a member of Chief Executive Women. She was a member of the Advisory Council of the Eurasia Foundation and Global Agenda Council on the Arctic for the World Economic Forum. Ms. Pickard also served on the Board of Advisors of Catalyst and was a director of Westpac Banking Corporation.
Ms. Pickard joined the KBR Board in December 2015. She is the Chairman of the Sustainability & Corporate Responsibility Committee and a member of the Compensation Committee.
Carlos A. Sabater
Carlos A. Sabater retired from Deloitte Touche Tohmatsu Limited (“Deloitte”) in 2020 as a senior global partner. Over the course of a nearly 40-year career with Deloitte, Mr. Sabater served in various senior leadership and operational roles, including CEO for both the U.S. and global audit practices. He also served as the managing partner for all of Deloitte’s businesses across the 28 countries of North and South America. Mr. Sabater is an accomplished global business executive with a comprehensive multicultural business background. He is a licensed certified public accountant and qualified board of director financial expert. As a result of his deep passion for talent development and mentoring, and in recognition of his legacy at the firm, Mr. Sabater’s Deloitte partners, clients and friends endowed a scholarship and mentoring program in his name (The Deloitte Foundation – Sabater Scholars Program) at his alma mater, Florida International University.
Mr. Sabater holds a Bachelor of Accounting degree from Florida International University. In 2021, he was named to The Agenda Diversity 100 and in 2017, Mr. Sabater was one of the Top Ten Hispanic business leaders recognized by Hispanic Magazine.
Mr. Sabater is a member of the Board of Directors of PDC Energy, where he serves on the Audit and Compensation Committees. He previously served as an elected board member for Deloitte member firms in the United States, Mexico, Central and Latin America, the Caribbean, and Bermuda, and has also served on the boards of many non-profit organizations including, Florida International University, the YMCA, Kiwanis Club and Chamber of Commerce.
Mr. Sabater joined the KBR Board in June 2021. He is a member of the Audit Committee and Nominating and Corporate Governance Committee.