Gregory Conlon
About Gregory Conlon
Gregory S. Conlon is KBR’s Chief Digital and Development Officer, age 56, serving in this role since January 2019; he joined KBR in 2016 and leads strategy, global business development, marketing, M&A, and digital initiatives . He holds a B.S. in Mechanical Engineering from the Royal Melbourne Institute of Technology and has 25+ years of global engineering and construction experience across hydrocarbons and infrastructure in Australia, Canada, China, Indonesia, Singapore, Thailand, and the UK . Company performance during his tenure includes FY2024 adjusted EPS of $3.34 (+15% YoY), adjusted EBITDA of $870MM (+16% YoY), and operating cash flow of $462MM; KBR also reported 11% revenue growth and backlog and options of $21.2B with a 1.1x TTM book-to-bill . KBR’s three-year TSR ranked 1st versus peers for 2021–2023 and 4th for 2022–2024, underscoring multi-year shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KBR | Chief Digital and Development Officer | Since Jan 2019 | Leads enterprise strategy, digitalization, BD, marketing, and M&A; supports segment realignment and accretive acquisitions like LinQuest . |
| KBR | EVP & Chief Development Officer | Not disclosed | Drove global business development, strategy, marketing, and M&A prior to current role . |
| KBR | President, Asia-Pacific (E&C and Government Services) | Not disclosed | Led APAC across E&C and GS; regional growth and execution leadership . |
| KBR | President, E&C APAC | Not disclosed | Managed E&C APAC operations and client development . |
| WorleyParsons | EVP, Services Business Line (Global BD Lead) | Not disclosed | Led global BD for largest business line; expanded offerings and customer footprint . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external board or governance roles disclosed for Conlon in KBR’s proxy statements . |
Fixed Compensation
Not disclosed for Gregory Conlon in KBR’s proxy NEO tables; KBR reports detailed fixed compensation only for named executive officers (CEO, CFO, segment presidents, and General Counsel) .
Performance Compensation
KBR links senior executive pay to performance via annual STI and multi-year LTI:
- STI metrics and weights: Adjusted EPS (most heavily weighted, 45% of plan funding), Adjusted Operating Cash Flow, individual KPIs, and a Zero Harm/Sustainability metric (10% weighting); payout ranges 25%–200% per metric with linear interpolation and committee discretion .
- LTI structure: 66⅔% KBR Long-Term Performance Cash & Stock Awards (50% relative TSR settled in stock; 50% three-year average Book-to-Bill paid in cash), and 33⅓% time-based RSUs vesting in three equal annual installments; an additional 20% of LTI target is subject to one-year negative discretion if the year is not deemed successful .
KBR Executive STI/LTI program (applies enterprise-wide to senior executives)
| Metric | Weighting | Target Definition | Actual FY2024 Results | Payout Mechanics | Vesting/Period |
|---|---|---|---|---|---|
| Adjusted EPS | 45% of plan funding | Board-set annual EPS target | $3.34 | 25%–200% payout, linear interpolation; committee may apply discretion | Annual (STI) . |
| Adjusted OCF | Not disclosed | Board-set annual OCF target | $462MM | 25%–200% payout, linear interpolation | Annual (STI) . |
| KPIs | Not disclosed | Individual executive goals | Not disclosed | 25%–200% payout, linear interpolation | Annual (STI) . |
| Zero Harm/Sustainability | 10% | Safety and sustainability pillar outcomes | TRIR 0.050; 94% incident-free days | Discretionary rating (ME/SE/EE) translates to payout | Annual (STI) . |
| Relative TSR (LTI) | 50% of LTI PA | Sustained (quarterly averaged) TSR vs peer group | 2022–2024 rank 4th; 2021–2023 rank 1st | 0%–200% shares based on percentile table; cap at target if TSR negative | 3-year performance; settled in stock . |
| Book-to-Bill (LTI) | 50% of LTI PA | Annual B2B averaged over 3 years | FY2024 B2B component example: 2024 target 1.05, payout 75% (program illustration) | 25%–200% cash payout; average of yearly payouts | 3-year performance; paid in cash . |
| Time-based RSUs | 33⅓% of LTI | Grant-date allocation | Not disclosed for Conlon | Service-based vesting; dividend equivalents per grant form | 3 equal annual tranches; 20% one-year negative discretion possible . |
Notes: Actual STI component results and payouts are disclosed for NEOs, not for Conlon; weights beyond EPS and Sustainability are not quantified in proxies .
Equity Ownership & Alignment
- Executive stock ownership guidelines: Level 1 executives (direct reports to CEO, including NEOs) must hold KBR stock equal to 3× base salary; counting both vested and unvested RS/RSUs; five-year attainment window; reduction by 50% after age 60 for certain roles (not CEO/CFO/GC) .
- Anti-pledging/anti-hedging: Officers and directors may not pledge KBR stock or engage in hedging, short selling, or derivatives on KBR stock .
- Beneficial ownership: The proxy lists specific holdings for NEOs and directors and reports 1,472,176 shares held by all directors and executive officers as a group (1.112% of outstanding); Conlon is included in the group definition of current executive officers but his individual line-item ownership is not separately disclosed .
- Stock option practices: No option repricing; options, when granted, are at or above fair market value at grant .
Employment Terms
KBR’s severance and change-in-control agreements apply to certain senior executives (listed in proxies) and have no excise tax gross-ups; Conlon’s agreement status is not disclosed.
- Pre-change-in-control termination (without cause or for good reason): CEO receives 2× base salary + 2× annual target bonus; other covered executives receive 1× base salary + 1× annual target bonus; unvested equity forfeited unless committee determines otherwise; vested options/SARs exercisable up to one year .
- Double-trigger change-in-control termination (CIC + qualifying termination within two years): CEO receives 3× base salary + 3× annual target bonus; other covered executives receive 2× base salary + 2× annual target bonus; unearned pro-rated bonus for year of termination; non-performance equity vests in full; performance awards vest at target; welfare plan cost multiple paid; supplemental/nonqualified balances vest .
- Non-compete, non-solicit, confidentiality, arbitration provisions; clawback of severance if termination could have been for “Cause” within two years post-termination .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EBITDA ($MM) | 668 | 747 | 870 |
| Diluted EPS ($) | 1.26 | (1.96) | 2.79 |
| Adjusted EPS ($) | 2.71 | 2.91 | 3.34 |
| Adjusted Operating Cash Flows ($MM) | 424 | 463 | 462 |
Additional FY2024 highlights: 11% revenue growth; backlog and options $21.2B; TTM book-to-bill 1.1x; 94% incident-free days; TRIR 0.050 .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | ~99% approval |
| 2024 | ~98% approval |
KBR conducts bi-annual outreach to top 25 investors (2024: ~33% of outstanding stock engaged) and reported no significant investor concerns on program design .
Compensation Peer Group (Benchmarking)
KBR benchmarks senior executive pay to a 19–20 company peer set spanning government services, IT consulting, engineering/construction, and industrials (e.g., Booz Allen, CACI, Leidos, Jacobs, L3Harris, Tetra Tech, Textron, Dover, Timken, Flowserve, etc.). KBR’s market positioning aims for ~50th percentile for good performance and above median for consistent outperformance; median peer financials included for context .
Governance, Risk Indicators & Policies
- Clawbacks: Company has a Dodd-Frank Section 10D-compliant clawback policy effective October 2, 2023; erroneous incentive-based compensation must be recovered after any required restatement, regardless of misconduct; committee also maintains broader clawback provisions in certain award agreements .
- Anti-hedging/pledging: Prohibited for officers/directors .
- No employment agreements for NEOs; double-trigger CIC required for enhanced benefits; no tax gross-ups; no option repricing .
Expertise & Qualifications
- Education: B.S. Mechanical Engineering, Royal Melbourne Institute of Technology .
- Functional specialties: Enterprise strategy, digital and process innovation, global BD, M&A, segment leadership across APAC and E&C/GS .
- Industry scope: Global engineering and technology services to government and industrial clients; extensive multi-country operating experience .
Equity Vesting & Potential Insider Selling Pressure
- RSUs: Three equal annual tranches beginning on first anniversary; dividend equivalent treatment per jurisdiction/form; subject to potential 20% one-year negative discretion .
- Performance Awards: Three-year cycles (TSR stock-settled; B2B cash-settled); committee can apply negative discretion (reduce only), and a 20% forfeiture if the first year is not deemed successful .
- Insider trading policies: Directors/officers prohibited from trading while in possession of MNPI; anti-hedging/pledging policy in place .
No Form 4 transaction details for Conlon are disclosed in these proxies; therefore, specific insider selling/buying patterns are not available in this dataset .
Employment Terms Summary (Potential Payments Framework)
| Scenario | Cash Multiple | Equity Treatment | Other Benefits |
|---|---|---|---|
| Pre-CIC Termination (without cause/for good reason) | CEO: 2× base + 2× target bonus; Others: 1× base + 1× target bonus | Unvested forfeited (committee discretion may apply for non-performance awards); options/SARs exercisable up to 1 year | None beyond standard programs . |
| CIC + Qualifying Termination (Double Trigger) | CEO: 3× base + 3× target bonus; Others: 2× base + 2× target bonus | Non-performance equity vests; performance awards paid at target; unearned bonus prorated | Welfare plan cost multiples; nonqualified balances vest . |
| Death/Disability/Retirement | Prorated/earned bonus; vesting accommodations; option exercise windows | RS/RSUs vest; performance awards prorated and paid per actual performance | Nonqualified balances vest; retirement subject to committee criteria . |
Investment Implications
- Alignment: Conlon’s remit (strategy, BD, M&A, digital) aligns with KBR’s growth pillars and 3-year LTI mix (TSR and Book-to-Bill), which directly ties incentives to shareholder value creation and disciplined backlog growth .
- Retention risk: Not listed among executives with disclosed severance/CIC agreements in proxies; this absence of disclosure reduces visibility on his protective economics versus NEOs, potentially increasing retention sensitivity if external demand is strong for digital/BD leadership .
- Governance strength: Anti-hedging/pledging, robust clawbacks, and strong say-on-pay outcomes (98–99%) indicate disciplined compensation governance and investor support, lowering headline risk .
- Monitoring: Without individual Form 4 data here, insider selling pressure assessment for Conlon is incomplete; focus on upcoming award vesting cycles (annual RSU tranches; three-year performance awards) and corporate events (M&A, segment realignment) that may drive discretionary outcomes and realized pay .