Leadership changes at Kbr, Inc. (2026)

Departing: Wendy Masiello, Lead Independent Director

On November 5, 2026, each of Wendy Masiello, the Lead Independent Director of the Board, and Nchacha Etta, a member of the Board, notified KBR of their respective decisions to retire from the Board, effective upon, and subject to, completion of the Spin-Off and their intention to join the board of directors of Trinzic.

Departing: Mark W. Sopp, Executive Vice President, Strategic Transactions

In addition, on November 6, 2026, Mark W. Sopp, Executive Vice President, Strategic Transactions of KBR, notified KBR of his decision to retire from KBR, effective upon, and subject to, completion of the Spin-Off.

Also stated in this filing

• As previously announced, KBR, Inc. ("KBR") intends to separate its Mission Technology Solutions business into an independent, publicly traded company, Trinzic, Inc. ("Trinzic"), through a pro rata distribution of at least 80.1% of the outstanding shares of Trinzic common stock to KBR's stockholders (the "Spin-Off"), which distribution is intended to be tax-free to KBR and its shareholders for U.S. federal income tax purposes, except for any cash received by stockholders in lieu of fractional shares.
• The Spin-Off is targeted to be completed on January 4, 2027, subject to final approval by KBR's Board of Directors (the "Board") and other customary conditions.
• The decision of each of Ms. Masiello and Mr. Etta to retire from the Board was not the result of any disagreement with KBR on any matter relating to KBR's operations, policies or practices.
• In connection with his retirement, Mr. Sopp will not receive any severance payments or benefits and will be eligible to receive only the retirement benefits to which he is entitled under the terms of KBR's existing plans and arrangements.

Appointed: Rami Qasem

As of the date of this Current Report on Form 8-K, the Board has not determined the committees of the Board to which Mr. Qasem will be appointed.

Also stated in this filing

• KBR, Inc. ("KBR") announced on October 1, 2026, the appointment of Rami Qasem to its Board of Directors (the "Board") effective on the same day.
• Mr. Qasem is a global energy, technology, and industrial executive with nearly 30 years of international leadership experience across oil and gas, industrial technology, digital transformation, artificial intelligence, and government partnerships.
• Mr. Qasem will serve a term expiring at KBR's 2027 annual meeting of stockholders.
• Mr. Qasem, age 59, served as Chief Executive Officer of APEX Industrial Services from 2025 to February 2026.
• He also served as Managing Director of Energy Capital Group during that same period.
• From 2023 to 2025, Mr. Qasem served as Executive Vice President and Chief Commercial Officer of BeyondAI, and during 2023, he also served as Chief Operations Officer of COP28 UAE.
• Prior to those roles, Mr. Qasem served as Executive Vice President and Chief Executive Officer, Digital Solutions of Baker Hughes from 2017 to 2023.
• Before then, Mr. Qasem spent 21 years at General Electric, beginning in 1996 and holding increasingly senior leadership positions, culminating as President and Chief Executive Officer, MENA & Turkey from 2002 to 2017, before transitioning to Baker Hughes following the 2017 merger of GE Oil & Gas and Baker Hughes.

Reported

Retirement eligibility now includes objective age and service years criteria (sum of age and years of service is 70 or greater, where the age is at least 55 with at least five years of service) and a requirement for six months' prior written notice, subject to waiver in whole or part.

Also stated in this filing

• The Agreements do not materially modify any of the severance payments and benefits associated with a "change in control" (as defined in the Agreements).
• The definition of "Cause" (prior to a Change in Control (as defined in the Agreements)) is now enhanced to require willful and repeated failure to perform duties (other than any such failure resulting from incapacity due to physical or mental illness) or willful failure to comply with any valid and legal directive of the board of KBR.
• The revised definition also clarifies that "Cause" shall not include (i) differences in opinion with respect to strategy or implementation of business plans, (ii) the success or lack of success of any such strategy or implementation, or (iii) any failure to achieve any performance targets.
• The definition of "Cause" (for purposes of a termination of employment on or within two years after a Change in Control) now sets forth notice and cure processes and certain exceptions (such as any action done based upon reasonable reliance on advice of legal counsel to KBR at the direction of the Board).
• The revised definition also clarifies that "Cause" shall not include (i) differences in opinion with respect to strategy or implementation of business plans, (ii) the success or lack of success of any such strategy or implementation, or (iii) any failure to achieve any performance targets.