Jay Ibrahim
KBRAbout Jay Ibrahim
J. Jay Ibrahim, age 64, is President, Sustainable Technology Solutions at KBR; he joined KBR in 2015 and has served in his current role since June 2020. He holds B.S. and M.S. degrees in Mechanical Engineering from Wichita State University and a Diploma in Advanced Management from Harvard University; he has 30+ years of E&C and government services experience, including senior roles at Parsons E&C/WorleyParsons . KBR’s incentive design ties Ibrahim’s pay to relative TSR and book-to-bill (B2B); the 2022–2024 LTI cycle paid at 117.8% for TSR and 158.3% for B2B for Ibrahim, evidencing strong performance against peers and bookings growth . In 2024, his STI paid at 145.4% of target, with contributions from financial metrics (107.1%), Zero Harm/Sustainability (13.3%), and KPIs (25%), reflecting execution in Middle East growth, LNG risk mitigation, and STS leadership transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KBR | President, Sustainable Technology Solutions | June 2020–present | Led STS; delivered Middle East growth, advanced Venture Global LNG relationship, streamlined organization |
| KBR | President, Energy Solutions — Services | Not disclosed | Senior client relationship development across energy; sustainability focus |
| KBR | President, EMEA and APAC (E&C and GS) | Not disclosed | Expanded regional E&C and government services |
| KBR | President, EMEA (E&C and GS) | Not disclosed | Led EMEA operations |
| KBR | President, E&C EMEA | Not disclosed | Managed engineering & construction in EMEA |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Parsons E&C / WorleyParsons | Engineering, project mgmt, business dev/management roles | Not disclosed | Prior senior experience in energy, infrastructure, government services |
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary (actual paid) | $701,832 |
| Target bonus % | 95% of base salary (Target payout $644,196 = base × 95%) |
| Target STI (2024) | $644,196 |
| Actual STI (2024) | $936,661 |
Multi-Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $597,423 | $615,780 | $701,832 |
| Stock Awards ($) | $663,011 | $638,698 | $756,021 |
| Non-Equity Incentive Plan ($) | $1,528,508 | $1,593,138 | $1,464,329 |
| All Other Compensation ($) | $47,858 | $48,868 | $52,166 |
| Total ($) | $2,840,344 | $2,899,722 | $2,975,342 |
Performance Compensation
Annual STI (2024) Breakdown
| Component | Payout (% of target) | Payout ($) |
|---|---|---|
| Financial metrics | 107.1% | $689,934 |
| Zero Harm / Sustainability | 13.3% | $85,678 |
| KPIs | 25% | $161,049 |
| Total | 145.4% | $936,661 |
KPI highlights: Middle East growth and relationship development; proactive risk management with Venture Global LNG; organizational streamlining within STS .
2024 Long-Term Incentive (Grants on Feb 22, 2024)
| Award Type | Grant Date | Target Value | Grant Date Fair Value | Vesting / Notes |
|---|---|---|---|---|
| Performance Awards – TSR (stock-settled; 50% of PAs) | 2/22/2024 | Not disclosed (units based on grant price) | $356,000 | Earns 0–200% based on relative TSR vs peer group over 2024–2026; settled in shares |
| Performance Awards – B2B (cash-settled; 50% of PAs) | 2/22/2024 | $400,000 (target cash units) | Not applicable | Average B2B over 2024–2026; pays 0–200% in cash |
| RSUs (time-based; 33⅓% of LTI) | 2/22/2024 | $400,021 | $400,021 | Vest 33⅓% annually over 3 years starting first anniversary; 20% discretionary forfeiture condition for 2024 not exercised |
2024 LTI target for Ibrahim: $1,200,000 (mix: 66⅔% PAs, 33⅓% RSUs); increased by $200,000 (+20%) vs 2023 .
LTI Payout Results – 2022–2024 Cycle (earned in 2024)
| Metric | Target | Actual | Payout (%) | Settlement |
|---|---|---|---|---|
| TSR (stock) | 6,936 shares | 8,171 shares | 117.8% | Shares |
| B2B (cash) | $333,334 | $527,668 | 158.3% | Cash |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 103,709 shares; below 1% of class |
| Stock ownership guidelines | Level 1 executives (incl. NEOs): 3× base salary; reduced by 50% after age 60 (for non-CEO/CFO/GC) |
| Compliance status | All NEOs with ≥5 years in role are in compliance; Ibrahim’s required ownership value uses 50% of 2025 base salary per age rule |
| Hedging/pledging | Prohibited: no pledging, hypothecation, short selling, or derivative hedging by officers/directors |
| Outstanding unvested equity (as of Jan 3, 2025) | RSUs not vested: 13,050 units ($770,080); TSR-based unearned units: 12,733 units ($1,502,749) |
Outstanding Equity Awards by Grant (as of Jan 3, 2025)
| Grant Date | RSUs Not Vested (#) | Market Value ($) | TSR Units Unearned (#) | Payout Value ($) |
|---|---|---|---|---|
| 2/22/2024 | 6,748 | $398,199 | 6,748 | $796,399 |
| 2/22/2023 | 3,990 | $235,450 | 5,985 | $706,350 |
| 2/24/2022 | 2,312 | $136,431 | — | — |
| Total | 13,050 | $770,080 | 12,733 | $1,502,749 |
RSUs vest 33⅓% annually; a 20% discretionary forfeiture condition for annual RSU grants was not applied for 2024 .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None; NEOs operate under severance and change-in-control agreements (the “Agreement”) |
| Severance (pre-CIC) | Lump sum equal to 1× base salary + 1× annual target bonus; options/SARs exercisable for one year; unvested equity forfeited unless Committee discretion |
| Change-in-control (double-trigger) | Lump sum 2× base salary + 2× annual target bonus; current-year and prior-year unpaid STI paid per plan; time-based equity fully vests; performance awards vest/pay at target; welfare benefits for 2× annual cost; agreements terminate two years post-CIC |
| Definitions | Cause/Good Reason/Change in Control defined (incl. 20% ownership, board turnover, merger asset sale triggers) |
| Retirement eligibility (Ibrahim-specific) | Retirement allowed at age ≥65, or with Committee approval after age ≥55 and ≥10 years of service, or when age + service ≥70; Bradie’s rules similar with ≥8 years of service |
| Clawbacks | SEC/NYSE-compliant Section 10D clawback for erroneous incentive-based pay on restatements; discretionary clawback of severance if post-termination conduct would have warranted “cause” within two years |
| Non-compete / non-solicit | Customary confidentiality, non-competition, non-solicitation covenants; mandatory arbitration; release required for benefits |
| Tax gross-ups | No excise tax gross-ups; none planned |
| Option repricing | Prohibited; KBR last granted options in 2015; no unvested options outstanding |
Potential Payments (as of Jan 3, 2025) – J. Jay Ibrahim
| Benefit | CIC with Involuntary Termination ($) | Retirement/Disability/Death ($) | Involuntary Not For Cause or Good Reason ($) |
|---|---|---|---|
| Stock Awards | $770,081 | $770,081 | — |
| Performance Awards | $2,227,336 | $1,471,125 | — |
| Cash Severance | $3,647,014 | $936,661 | $1,322,297 |
| Total | $6,644,431 | $3,177,867 | $1,322,297 |
Deferred Compensation (2024)
| Plan | Registrant Contributions (2024) | Aggregate Balance at FYE (2024) |
|---|---|---|
| Benefit Restoration Plan | $18,191 | $174,687 |
Perquisites
- NEOs share standard employee benefits with limited perqs; executive physicals under Zero Harm and shared use of a leased car/driver for business (limited personal use). Ibrahim received standard allowances tied to a prior international assignment that ended in 2019; none since .
Organizational Reporting Change
- Effective May 2025, KBR appointed a COO; Ibrahim (President, STS) now reports to the COO, who reports to the CEO, indicating tighter cross-business alignment and potential changes in performance accountability structures .
Investment Implications
- Pay-for-performance alignment is strong: STI is driven by financial metrics, sustainability, and KPIs, while LTI is 66⅔% performance-based on TSR and B2B; 2022–2024 LTI paid above target for both metrics, signaling execution and bookings momentum .
- Retention risk appears contained: Material unvested RSUs and multi-year PAs through 2026, combined with double-trigger CIC provisions and no employment guarantee, incentivize tenure; RSU vesting on annual anniversaries can create predictable insider sale windows but hedging/pledging is prohibited, reducing forced-selling/credit risk .
- Severance economics are moderate (2× salary + 2× bonus on CIC), with robust clawbacks and no tax gross-ups, supporting governance quality and limiting shareholder-unfriendly payouts; retirement rules specific to Ibrahim provide optionality but require Committee approval for early retirement, mitigating timing asymmetry risk .
- Strategic execution indicators: 2024 KPI achievement reflects Middle East growth, LNG risk management, and organizational efficiency in STS, suggesting continued value creation focus; the COO overlay centralizes operations, which may improve cross-segment margin discipline and capital allocation signals for STS .