Lewis Von Thaer
KBRAbout Lewis F. Von Thaer
Lewis F. Von Thaer (age 64) is nominated for election as an independent director at KBR’s 2025 Annual Meeting; he has not yet been appointed to any KBR board committees . He is President & CEO of Battelle Memorial Institute (since 2017), holds a B.S. in Electrical Engineering from Kansas State University and an M.S. in Electrical Engineering from Rutgers, and brings C‑suite, cyber/technology, finance, and risk expertise aligned to KBR’s government and technology end markets . KBR’s Board has determined that, if elected, he will be independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Battelle Memorial Institute | President & Chief Executive Officer | Since 2017 | Leads a major R&D organization with national security and advanced tech focus |
| DynCorp International | Chief Executive Officer | Not disclosed | Led a large government services contractor |
| Leidos Holdings, Inc. | EVP & President, National Security Sector | Not disclosed | Led national security segment operations |
| General Dynamics Corp | President & Corporate VP; SVP, Operations; other management roles | Not disclosed | Senior leadership across defense technology businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power Co., Inc. (Public) | Director; Technology Committee Chair; HR Committee Member; Nuclear Oversight Committee Member | Not disclosed | Technology governance; human capital; nuclear oversight |
| AmplifyBio | Chair | Not disclosed | Oversight of biotech services spin‑out activities |
| Ambri | Director | Not disclosed | Advanced energy storage governance |
| Columbus Partnership | Executive Committee Member | Not disclosed | Regional economic development leadership |
| Pacific Northwest National Laboratory | Chair | Not disclosed | Chair of lab stewardship/oversight |
| UT‑Battelle (Operator of Oak Ridge National Laboratory) | Vice Chair | Not disclosed | National lab governance |
| National Veterans Memorial and Museum | Chair | Not disclosed | Non‑profit leadership |
| InnovateOhio | Advisor | Not disclosed | State innovation advisory |
| Additional prior affiliations (e.g., Defense Science Board; NDIA; academic and foundation boards) | Member/Director (various) | Not disclosed | Defense/tech policy and governance contributions |
Board Governance
- Status: Independent nominee; if elected, deemed independent under SEC/NYSE rules .
- Committee assignments: Not yet appointed; to be determined after the Annual Meeting .
- Board engagement context: In 2024, KBR directors attended 97% of aggregate Board and committee meetings; independent committee meetings (28) and executive sessions without management (24) reflect strong independent oversight .
- Board leadership changes: CEO to serve as Chair post‑meeting; creation of a Lead Independent Director role to preserve independent oversight .
- Service limits: KBR directors may not serve on more than three other public company boards; Audit Committee members may serve on no more than two other public company audit committees .
- Anti‑hedging/pledging: Directors are prohibited from hedging and pledging KBR stock and short selling .
- Related‑party controls: Board policy requires review/approval of related‑person transactions; none identified for FY2024 .
Fixed Compensation
Annual compensation framework for KBR non‑executive directors (baseline expectations upon election):
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly in cash |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Cybersecurity $20,000; Nominating & Corporate Governance $20,000; Sustainability & Corporate Responsibility $20,000 | Additional to base retainer if chairing |
| Board Chair retainer (non‑executive) | $200,000 | Applies when Chair is non‑executive |
| Lead Independent Director retainer | $45,000 | New role starting May 2025 |
| Equity grant | $170,000 in RSUs; number = $170,000/closing price on grant date (rounded up) | RSUs vest in full after six months |
| Deferral | May defer cash and/or equity; may convert cash to RSUs | Elective deferral plan available |
Note: Mr. Von Thaer was a nominee as of the 2025 proxy and did not receive 2024 KBR director compensation; the 2024 director pay table lists incumbents only .
Performance Compensation
- KBR non‑executive directors do not receive performance‑conditioned incentives; director equity is time‑based RSUs vesting after six months; no options or performance metrics are used for director pay .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Governance/Committees |
|---|---|---|---|
| American Electric Power Co., Inc. | Public | Director | Technology Committee Chair; HR Committee Member; Nuclear Oversight Committee Member |
- KBR’s “Service on Other Boards” policy caps other public boards and audit committee roles to manage overboarding risk .
- KBR determined Mr. Von Thaer will be independent if elected; no related‑person transactions were identified for FY2024, and related‑party transactions are subject to a formal approval policy .
Expertise & Qualifications
- Core skills: C‑suite leadership; cyber/technology; finance; risk management; government/defense expertise .
- Education: B.S., Electrical Engineering (Kansas State University); M.S., Electrical Engineering (Rutgers University) .
- Board skills matrix: Listed for Aerospace/Government/Technology industry experience; age 64; tenure 0 years as nominee .
Equity Ownership
- Stock ownership guideline for directors: 5x the annual cash retainer within five years of joining the Board .
- Compliance disclosure: KBR states that all non‑executive directors with at least five years of service are in compliance; as a new director, Mr. Von Thaer will be subject to the five‑year phase‑in after election .
- Hedging/pledging: Prohibited for directors; trading while in possession of MNPI is prohibited under KBR’s securities trading policy .
- Deferral: Eligible to defer cash and equity; may convert cash retainer into RSUs to accelerate ownership alignment .
Governance Assessment
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Strengths and investor‑confidence signals:
- Independence confirmed if elected; committee seats to be assigned post‑meeting, preserving flexibility to place him where expertise is most additive .
- Deep domain expertise across national security, cyber, and advanced technology aligns with KBR’s Mission Technology and Sustainable Technology strategies, enhancing board effectiveness on core risk/opportunity areas .
- Robust director ownership expectations (5x retainer), anti‑hedging/pledging prohibitions, and a clear director compensation structure with equity promote alignment and good governance .
- Board processes show active independent oversight (28 independent committee meetings; 24 executive sessions; 97% attendance), and the new Lead Independent Director role offsets CEO/Chair combination risk .
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Watch items and potential conflicts:
- Concurrent leadership at Battelle (and governance roles tied to national labs) operates in overlapping federal technology ecosystems; while KBR found him independent and reported no related‑person transactions for FY2024, investors should monitor any future contract overlaps or transactions requiring recusal under KBR’s related‑party policy .
- Committee placement will matter: Audit or Cybersecurity assignments could leverage his technical oversight skills; investors should assess workload versus KBR’s “service on other boards” policy thresholds to avoid overboarding risks .
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Compensation and shareholder alignment context:
- Director pay is median‑aligned and equity‑heavy via RSUs; absence of per‑meeting fees and use of standardized retainers minimize incentives for excessive meeting frequency .
- Company‑wide say‑on‑pay support (98% in 2024) indicates a constructive investor dialogue on compensation governance, a supportive backdrop for new director onboarding .