Jenni Myles
KBRAbout Jenni Myles
Jenni C. Myles (age 57) is Executive Vice President, Chief People Officer of KBR since May 2020. She holds an LL.B (Hons) from the University of Glasgow and is a Fellow of the Chartered Institute of Personnel & Development (CIPD) . Company performance context during her tenure: KBR delivered 11% revenue growth and 16% adjusted EBITDA growth in 2024, and ranked 4th in its TSR peer group for the 2022–2024 performance period; dividends paid in 2024 were $79 million and the quarterly dividend was increased by 11.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| G4S | Group HR Director; Chief HR Officer, Americas; Director of HR & Employee Engagement | – | Led global HR and employee engagement initiatives across geographies and business units |
| KPMG | Employee relations / HR management roles | – | Professional HR/ER experience in audit/consulting environment |
| Northern Foods | Employee relations / HR management roles | – | Consumer/industrial HR management experience |
| Ford Motor Company | Employee relations / HR management roles | – | Industrial HR experience in complex, global operations |
Note: Exact years by employer were not disclosed in the proxy .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chartered Institute of Personnel & Development (CIPD) | Fellow | – | Professional accreditation underscoring HR leadership credentials |
Fixed Compensation
| Metric (USD unless noted) | 2022 | 2023 |
|---|---|---|
| Base Salary | – | $490,816 (2023 base approved/paid in GBP £385,014; USD shown per proxy conversion) |
| Target Bonus % of Base | 95% (plan design; first disclosed for 2023 cycle) | 95% |
| STI Target Amount | – | $466,275 (USD presentation of GBP plan) |
| Actual STI Paid | – | $675,166 (144.8% of target) |
Perquisites (USD):
| Perquisite | 2022 | 2023 |
|---|---|---|
| UK Pension Plan Company Allowance (cash-in-lieu of 8% employer match due to UK pension tax limits) | $27,133 | $38,336 |
| Car Allowance (UK corporate executive benefit) | $11,236 | $11,202 |
| Financial Planning/Tax Preparation Fees | $22,500 | $15,000 |
Performance Compensation
Short‑Term Incentive plan structure (companywide):
- Metrics: Adjusted EPS (most heavily weighted; 45% of plan funding), Adjusted Operating Cash Flow (OCF), Individual KPIs, and Zero Harm/Sustainability (10% weighting) .
- 2024 metric outcomes (companywide reference): Adjusted EPS $3.34 and Adjusted OCF $462MM; financial metrics payout 107.1% (illustrative of plan rigor; used for context) .
2023 STI outcome (Myles):
| Metric | Weighting | Target | Actual | Payout (% of target) | Payout ($) |
|---|---|---|---|---|---|
| Financial Metrics (EPS + OCF) | Not explicitly disclosed | – | – | 98.2% | $457,882 |
| Zero Harm / Sustainability | 10% (plan weighting) | – | – | 200.0% | $93,255 |
| Individual KPIs | Not explicitly disclosed | – | – | 133.0% | $124,029 |
| Total STI | – | $466,275 | – | 144.8% | $675,166 |
Long‑Term Incentives (2023 grants):
| Award Type | Grant Date | Grant Detail | Vesting / Performance | Grant-Date Fair Value |
|---|---|---|---|---|
| RSUs | 2/22/2023 | 5,087 RSUs | 33⅓% per year over 3 years; 20% of annual RSUs subject to “successful year” negative discretion test | $283,346 |
| Performance Award – TSR portion | 2/22/2023 | TSR units (threshold 70,833; target 283,333; max 566,666 units) | 3-year sustained relative TSR vs peer group; 0–200% payout | $259,533 |
| Performance Award – B2B (cash units) | 2/22/2023 | Threshold $70,834; target $283,334; maximum $566,668 | 3-year average annual book-to-bill; 0–200% payout; 20% negative discretion if year not “successful” | – (unit target value $1.00; cash-settled) |
Realized equity value (2023 vesting):
| Metric | 2023 |
|---|---|
| Shares acquired on vesting | 40,691 |
| Value realized on vesting | $2,325,547 |
| TSR-based portion of 2021 performance award (value realized at certification) | $996,632 |
| Notes | No options exercised; Ms. Myles joined after options ceased in 2016 |
Citations for the above realized values and notes: .
Equity Ownership & Alignment
| Ownership and Equity Detail | 2023 (as of Mar 1, 2023) | 2024 (as of Mar 1, 2024) |
|---|---|---|
| Beneficially owned shares | 30,656 | 44,637 (includes 30,117 direct and 14,520 held by spouse) |
| Ownership % of shares outstanding | Less than 1% | Less than 1% |
| Unvested RSUs outstanding | 30,507 | 11,841 |
| Unearned TSR-based performance units outstanding | 14,365 | 10,983 |
| Options (exercisable/unexercisable) | None (not granted post-2016) | None |
Citations: 2023 ownership and outstanding equity ; 2024 ownership and outstanding equity .
Stock ownership policies:
- Officer stock ownership guideline: Level 1 executives (direct reports to CEO, which includes NEOs) must hold 3× base salary in KBR stock (compliance status not individually disclosed) .
- Anti-pledging and anti-hedging: Officers and directors may not pledge or hedge KBR stock; speculative trading prohibited .
Employment Terms
Key contract economics (severance & change-of-control):
- No employment agreement; executives are party to standard severance and change-in-control agreements with double‑trigger protection .
- Termination without cause or for good reason (pre‑CIC): lump-sum equal to one year’s base salary plus annual target bonus (Mr. Bradie has higher multiples); unvested equity forfeited (committee discretion for some non-performance awards) .
- Change-in-control (within two years; double trigger): lump-sum equals two times base salary and two times target bonus (three times for CEO); full vesting of time-based equity; performance awards paid at target; welfare benefits multiple; retirement/disability/death terms include accelerated vesting and prorated performance awards .
Estimated potential payouts (as of 12/31/2023; Ms. Myles):
| Scenario | Total ($) | Components (Illustrative) |
|---|---|---|
| Change in Control with involuntary termination | $5,070,511 | Stock awards $656,110; Performance awards $1,911,170; Cash severance $2,503,231; plus welfare costs per agreement |
| Retirement/Disability/Death | $2,662,299 | Stock awards $656,110; Performance awards $1,331,023; Cash severance $675,166 (prorated STI) |
| Involuntary Not For Cause or Voluntary for Good Reason | $908,291 | Cash severance component per agreement |
Other terms:
- Clawbacks: Dodd‑Frank/NYSE compliant recoupment of erroneously awarded incentive compensation; additional award‑level clawbacks beyond 10D minimums .
- Confidentiality, non‑compete, non‑solicit covenants; mandatory arbitration; clawback of severance if later determined “cause” existed .
Investment Implications
- Pay-for-performance alignment: Myles’ 2023 STI paid 144.8% of target with strong financial metrics and maximum sustainability payout (200%), consistent with KBR’s emphasis on adjusted EPS (45% of STI funding) and Zero Harm metrics (10%) .
- Equity mix and vesting: RSUs vest 3-year ratably and PSUs hinge on 3-year sustained TSR and B2B outcomes; negative discretion features add governance rigor. The realized 2023 equity value ($2.33M vesting; $0.997M TSR PSU) indicates ongoing supply of stock to the market as awards vest, though anti‑pledging/hedging policies mitigate alignment risks .
- Ownership alignment: Beneficial ownership remains <1% and guidelines require 3× salary holdings; lack of personal pledging permitted; continued vesting of RSUs/PSUs suggests limited forced‑sale pressure absent disclosed 10b5‑1 plans .
- Retention vs. exit economics: Double‑trigger CIC benefits (~$5.07M) and defined severance support retention and orderly transition; however, meaningful CIC payouts can be viewed as a cost in change scenarios .
- Governance quality: Strong clawbacks, no option repricing, no tax gross‑ups, and independent consultant/peer benchmarking near median reinforce program integrity and reduce shareholder-unfriendly risk .