Joseph Dominguez
KBRAbout Joseph Dominguez
Joseph Dominguez, age 62, joined KBR’s board in 2024 and is classified as an independent director. He serves on the Compensation Committee and the Cybersecurity Committee. Dominguez is the President and CEO of Constellation Energy Corp and holds a B.S. in Mechanical Engineering (NJIT) and a J.D. from Rutgers University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth Edison Company (ComEd) | Chief Executive Officer | Not disclosed | Not disclosed |
| Exelon Corporation | EVP, Governmental & Regulatory Affairs and Public Policy | Not disclosed | Not disclosed |
| White and Williams, LLP | Partner | Not disclosed | Not disclosed |
| U.S. Department of Justice | Assistant U.S. Attorney, Eastern District of Pennsylvania | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Energy Corp | Director (also President & CEO) | Since 2022 | Board service |
| Electric Power Research Institute (EPRI) | Director | Not disclosed | Board service |
| Hispanics in Energy | Chair | Not disclosed | Chair leadership |
| Institute of Nuclear Power Operations (INPO) | Director | Not disclosed | Board service |
| Nuclear Energy Institute (NEI) | Director | Not disclosed | Board service |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director; KBR board determined all directors are independent except the CEO |
| Committees | Compensation Committee (member) ; Cybersecurity Committee (member) |
| 2024 attendance | 100% attendance across board and committees |
| Committee meeting counts (2024) | Compensation: 5 meetings, 100% attendance ; Cybersecurity: 4 meetings, 100% attendance |
| Board executive sessions (2024) | 24 sessions without management |
| Independent committee meetings (2024) | 28 meetings |
| Service limits policy | Directors may serve on ≤3 other public company boards; audit committee members may serve on ≤2 other public company audit committees |
Fixed Compensation
| Component | Amount/Terms | 2024 Actual (Dominguez) |
|---|---|---|
| Annual cash retainer | $120,000; paid quarterly | $90,000 (partial year; joined May 2024) |
| Committee chair fees | Audit $25,000; Compensation $20,000; Cybersecurity $20,000; Nominating $20,000; Sustainability $20,000 | None (member, not chair) |
| Lead Independent Director retainer | $45,000 (effective May 2025) | Not applicable |
| Equity award (RSUs) | $170,000 grant; vests in full after 6 months; number of RSUs = $170,000 ÷ closing price on grant date | $170,033 grant-date fair value; granted May 15, 2024; vested Nov 15, 2024 |
| All other compensation | Travel for spouse to one board meeting (if applicable) | $226 |
| Total 2024 director compensation | Program reviewed May 2024 and Feb 2025 to align with peer median | $260,259 total |
Performance Compensation
- KBR does not disclose performance-based components for director compensation; annual director equity grants are time-based RSUs vesting after six months (no performance vesting) .
- Compensation Committee oversees management performance metrics and clawback policies for executives, not directors .
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Notes |
|---|---|---|
| Constellation Energy Corp | Director; President & CEO | External public company leadership; no KBR related-person transactions disclosed for 2024 |
| EPRI, INPO, NEI, Hispanics in Energy | Director/Chair roles | Industry affiliations in energy/nuclear; independence maintained per KBR standards |
Expertise & Qualifications
- C-Suite leadership, finance, risk oversight, and sustainability expertise, aligned with KBR’s strategic domains .
- Education: B.S. Mechanical Engineering (NJIT); J.D. Rutgers University School of Law .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,579 shares | As of March 1, 2025; less than 1% of shares outstanding |
| Ownership as % of class | <1% | Based on 132,435,609 shares outstanding as of Jan 3, 2025 |
| Vested vs. unvested | 2024 RSU grant vested Nov 15, 2024; directors (except Etta) fully vested by YE 2024 | |
| Hedging/Pledging | Prohibited for all directors and officers | |
| Stock ownership guidelines | Must own stock equal to 5x annual cash retainer within five years of joining board | |
| Compliance status | Not applicable yet (joined 2024); compliance noted for directors ≥5 years |
Governance Assessment
- Board effectiveness: Dominguez’s 100% attendance and active roles on Compensation and Cybersecurity committees support governance depth and oversight in executive pay and cyber/data risk. The board maintains majority independence and robust executive-session cadence, which enhances independent oversight .
- Compensation oversight: As a Compensation Committee member, he participates in setting rigorous STI/LTI metrics (Adjusted EPS, OCF, TSR, book-to-bill), overseeing clawbacks, and engaging independent consultant Meridian; no compensation interlocks disclosed, reducing conflict risk .
- Alignment: Director pay structure blends cash retainer with short-vest RSUs; stock ownership guidelines (5x retainer in five years) and anti-hedging/pledging policy strengthen alignment and reduce misalignment risks .
- Conflicts/related party exposure: KBR reported no related-person transactions for 2024; independence confirmed for all directors except the CEO. Dominguez’s external CEO role at Constellation is notable, but no KBR transactions disclosed; service limits policy mitigates overboarding risk .
- Shareholder signals: Say-on-pay received ~98% approval in 2024, indicating strong investor support for KBR’s compensation governance framework overseen by his committee .
RED FLAGS: None disclosed specific to Dominguez. No hedging/pledging, no related-party transactions, full attendance, and no compensation interlocks reported .