Ann Pickard

About Ann Pickard

Ann D. Pickard (age 69) has served on KBR’s Board since 2015 and is designated independent. She is former Executive Vice President, Arctic, at Royal Dutch Shell, with prior senior roles across Australia/New Zealand and Sub-Saharan Africa, and an 11-year tenure at Mobil before its merger with Exxon. Education: B.A. (University of California San Diego) and M.A. (University of Pennsylvania) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Sustainability & Corporate Responsibility; Member, Compensation .
• Independence: Board determined all directors are independent except the CEO; Pickard is listed “Independent” .
• Attendance and engagement: 100% Board/committee attendance in 2024; Compensation Committee (5 meetings), Sustainability & Corporate Responsibility (4 meetings) all at 100% attendance .
• Governance context: Board created a Lead Independent Director role concurrent with combining the CEO and Chair roles to maintain independent oversight and investor communication channels .
• Executive sessions and committee activity: 24 executive sessions without management and 28 independent committee meetings held in 2024 (governance rigor) .

Fixed Compensation

• Director compensation structure: Non-executive directors receive $120,000 annual retainer, plus chair retainers (Sustainability Chair: $20,000), and an annual $170,000 RSU grant vesting fully after six months; Lead Independent Director receives an additional $45,000 annual retainer (effective May 2025), and Board Chair receives $200,000 (when non-executive) .

Performance Compensation

• KBR does not disclose performance-based equity (e.g., PSUs) or option awards for non-executive directors; annual equity is time-based RSUs vesting in six months .
• As a Compensation Committee member, Pickard oversees NEO pay-for-performance designs. 2024 STI metrics included Adjusted EPS, Adjusted Operating Cash Flow (OCF), Zero Harm/Sustainability (10%), and individual KPIs; financial metrics payout certified at 107.1% based on results (Adjusted EPS $3.34; Adjusted OCF $462MM) .

Other Directorships & Interlocks

• Public company boards: Noble Corporation plc and Woodside Energy Group Ltd (committee leadership roles noted above) .
• Service limits: KBR policy restricts directors to no more than three other public company boards; Audit Committee members may serve on no more than two other public audit committees .
• Potential interlocks/conflicts: KBR disclosed no related-person transactions for fiscal 2024; Board policy requires approval and independence review of any related-person transactions over $120,000 .

Expertise & Qualifications

• Key skills: Cyber, Finance, Risk, Sustainability, Technology (as categorized by KBR) .
• Industry breadth: Extensive energy (exploration, LNG), global operations across South America, Australia, former Soviet Union, Middle East, and Africa .
• Governance credentials: Chairs sustainability committees at KBR and Woodside; chairs Nominating & Governance at Noble—strong alignment with ESG oversight and board process design .

Equity Ownership

• Ownership guidelines: Non-executive directors must own KBR stock equal to 5× the annual cash retainer within five years; all directors serving ≥5 years are in compliance (Pickard has served since 2015) .
• Pledging/hedging: KBR prohibits pledging and hedging of company stock by officers and directors; anti-hedging and trading policies enforced .

Governance Assessment

• Strengths:

  • Independence and 100% attendance demonstrate high engagement and accountability .
  • Committee leadership in Sustainability & Corporate Responsibility and membership on Compensation support board effectiveness in ESG and pay governance .
  • Clear alignment through ownership guidelines and time-based RSU grants; anti-hedging/pledging policies reduce misalignment risk .
  • No related-person transactions reported for 2024; robust related-party review policy .
  • Company’s say-on-pay support (~98% in 2024) suggests investor confidence in compensation oversight by the committee she serves on .

• Watch items / potential red flags:

  • CEO/Chair role unified from 2025; while mitigated by a strengthened Lead Independent Director role, continued monitoring of independent oversight is prudent .
  • External board service at energy companies (Noble, Woodside) may create perceived conflicts if KBR engages in overlapping markets; current proxy reports no related-party transactions for 2024, but ongoing diligence remains appropriate .

• Overall view: Pickard’s deep global energy experience and sustainability governance leadership, combined with strong attendance and independence, are positive signals for investor confidence. The board’s governance framework (executive sessions, committee activity, stock ownership guidelines, anti-hedging/pledging) supports alignment and oversight rigor .