Carlos Sabater

About Carlos A. Sabater

Independent director at KBR since 2021; age 66. Former Senior Global Partner at Deloitte with nearly 40 years of accounting, audit, and enterprise risk leadership; NACD Directorship Certified; B.B.A. in Accounting and Finance from Florida International University. Current KBR roles: Audit Committee Chair and member of Nominating & Corporate Governance Committee; identified by the Board as an audit committee financial expert. Tenure on KBR’s board is three years; independence affirmed by the Board .

Past Roles

External Roles

Board Governance

• Committees: Audit (Chair), Nominating & Corporate Governance (Member); Audit Committee members are all independent, financially literate, and designated “audit committee financial experts” by KBR .
• Attendance: 100% meeting attendance for board and all assigned committees in 2024; Audit (10 meetings), Nominating & Corporate Governance (5), with committee attendance 100% across all committees .
• Independence: Board determined all directors except the CEO are independent; Sabater is independent .
• Engagement: 28 independent committee meetings and 24 executive sessions held in 2024 without management; periodic investor engagement by independent directors .
• Policies reinforcing oversight quality: Anti-hedging and no-pledging policy for directors; limits on service on other public boards (≤3; audit committee members ≤2 other audit committees) .

Fixed Compensation

• Structure (non-executive directors): $120,000 annual cash retainer; Audit Chair $25,000; annual RSU grant of $170,000 (vests in full after six months); optional deferral of cash/equity; new Lead Independent Director role adds $45,000 (not applicable to Sabater) .
• 2024 Actual (Sabater): | Component | Amount (USD) | |---|---| | Cash Fees | $138,750 | | Stock Awards (grant-date fair value) | $170,015 | | All Other Compensation | $2,235 | | Total | $311,000 |

Notes: RSUs granted to directors in 2024 generally vested fully six months post grant; directors may elect deferral; dividends factored into grant fair value .

Performance Compensation

• Not applicable for directors: KBR uses time-based RSUs for non-executive directors (no performance metrics tied to director equity) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Audit and enterprise risk leadership at Deloitte; SEC reporting; qualified audit committee financial expert .
• Governance: NACD Directorship Certified; experience on public company audit and nominating committees .
• Education: B.B.A. in Accounting and Finance (Florida International University); namesake scholarship program supported by Deloitte Foundation .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: 5× annual cash retainer required within 5 years of joining the board; directors >5 years generally in compliance; Sabater joined in 2021 and is within the 5-year window .
• No pledging/hedging permitted for directors; strong alignment and risk control .

Insider Trades (Form 4)

Source: Insider-trades skill output; Form 4 filings show RSU/common stock awards and updated beneficial holdings (type “A-Award”) filed as a director [ReadFile /tmp/insider_trades_20251120_003826.json].

Governance Assessment

• Strengths for investor confidence:

  • Audit Committee Chair with deep audit/risk credentials; committee oversees financial reporting, internal controls, related-party review, and sustainability/cyber disclosures; all members are independent “financial experts” .
  • Independence and 100% attendance; strong engagement in a board with robust executive sessions and active committee work .
  • Policies reduce conflict risk: strict anti-hedging/no pledging; limits on outside boards; formal related-person transaction policy with no transactions in 2024 .
  • Ongoing equity ownership and regular RSU awards support skin-in-the-game; within 5-year guideline window .

• Watch items:

  • Board leadership change combining CEO/Chair role; mitigated by an empowered Lead Independent Director and codified duties; continued monitoring of independent oversight effectiveness recommended .
  • Multiple external commitments: adherence to KBR’s cap on other public boards (≤3) and audit committee service (≤2 other audit committees) helps manage overload risk; no policy breaches disclosed for Sabater .

• Shareholder context:

  • Strong say-on-pay support (~98% in 2024) and ongoing investor outreach indicate constructive governance dialogue, though focused on NEO pay rather than director compensation .

Overall, Sabater’s profile—independent audit chair, full attendance, no related-party ties, and equity ownership—supports board effectiveness and investor confidence; current policies and the Lead Independent Director framework mitigate risks from the CEO/Chair consolidation .