ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director.
KBR announced on July 7, 2021, the appointments of Carlos A. Sabater and
Lt. General Vincent R. Stewart, USMC (Ret.) to its Board of Directors effective
June 30, 2021. Each of Mr. Sabater and Lt. General Stewart will serve a term
expiring at KBR's 2022 annual meeting of stockholders. Neither Mr. Sabater nor
Lt. General Stewart have been appointed to serve on any of the standing
committees of the KBR Board of Directors; the Nominating and Corporate
Governance Committee of the KBR Board of Directors will make recommendations for
such appointments at its next meeting.
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 & Touche LLP ("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 is an accomplished global business executive, licensed certified public
accountant, and qualified board of directors financial expert. He recently
retired as a senior global partner with Deloitte. During his tenure at Deloitte,
Mr. Sabater served in various senior leadership and operational roles, including
CEO for both the United States and global audit practices. He also served as the
managing partner for all of Deloitte's businesses across the 28 countries in
North and South America.
Lt. General Stewart retired from the United States Marine Corps on
April 5, 2019, after nearly four decades of military service. Prior to his
retirement, he served as Deputy Commander at United States Cyber Command
(2017-2019) and previously served as the 20th Director of the Defense
Intelligence Agency (2015-2017) - the first African American, first Jamaican
American, and first Marine Corps officer to hold that position. Lt. General
Stewart currently serves as Chief Innovation and Business Intelligence Officer
for Ankura Consulting Group, LLC. He is also a member of The Aerospace
Corporation's Board of Trustees. Lt. General Stewart is a focused and
results-oriented leader with more than 30 years' experience in all aspects of
cyberspace operations, intelligence, and counterintelligence. His expertise is
in developing high-performance teams and implementing innovative strategies,
plans, and initiatives while driving process improvements to attain objectives
and goals.
There are no related party transactions between KBR and Mr. Sabater or between
KBR and Lt. General Stewart that are subject to disclosure under Item 404(a) of
Regulation S-K. The KBR Board of Directors has determined that each of
Mr. Sabater and Lt. General Stewart is an "independent" director within the
meaning of KBR's Corporate Governance Guidelines and the rules and regulations
of the New York Stock Exchange and a "non-employee director" within the meaning
of Rule 16b-3 of the Securities Exchange Act of 1934. As non-employee directors,
Mr. Sabater and Lt. General Stewart are entitled to receive the standard
compensation arrangements for KBR directors described under "Director
Compensation" in KBR's 2021 Proxy Statement as filed with the Securities and
Exchange Commission on April 5, 2021.
The full text of the press release announcing Mr. Sabater and Lt. General
Stewart's appointments is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 KBR, Inc. press release dated July 7, 2021, titled, "KBR Appoints
Carlos A. Sabater and Lt. General Vincent R. Stewart to Board of
Directors."
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