Lynn Dugle
KBRAbout Lynn A. Dugle
Lynn A. Dugle (age 65) has served as an independent director of KBR since 2020. She chairs the Nominating & Corporate Governance Committee and serves on the Compensation and Cybersecurity Committees; she brings C‑suite, cyber, finance, risk and technology expertise from senior roles at Engility (CEO/Chair), Raytheon, ADC Telecommunications, and Texas Instruments and holds a B.A. (Spanish) and B.S. (Technical Management) from Purdue and an MBA from UT Dallas . KBR’s board determined she is independent under NYSE and SEC standards, and all 2024 board and committee meetings showed 100% attendance for Dugle .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engility Holdings Inc. | Chairperson, President & CEO; led sale to SAIC | — | Led successful sale process |
| Raytheon Company | Corporate VP & President, Intelligence, Information & Services; VP Engineering, Technology & Quality, Network Centric Systems | — | Acquired >12 cyber-related companies |
| ADC Telecommunications | VP & GM, Product Systems Software Division; GM, Cable Systems Division | — | — |
| Texas Instruments | VP, Support Engineering & Quality, Defense Systems & Electronics Group | — | — |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| EOG Resources, Inc. | Director | — | Current public company board |
| Micron Technology, Inc. | Director | Audit Committee Member; Security Committee Member | Current public company board |
| TE Connectivity Ltd. | Director | Audit Committee Member | Current public company board |
| ZOE Empowers | Member | — | Current affiliation |
| State Street Corporation | Director | — | Previous affiliation |
| Avantus Federal; The B2B Project; Board on Army R&D (NAS); First Light Acquisition Group (Advisor Partner); Intelligence & National Security Alliance | Member/Advisor | — | Previous affiliations |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member, Compensation; member, Cybersecurity .
- Attendance: 100% in 2024 for Board and all assigned committees; committee meetings held: Audit 10, Compensation 5, Cybersecurity 4, Nominating & Corporate Governance 5, Sustainability 4 .
- Independence: Board determined all current directors other than the CEO are independent; Nominating & Corporate Governance Committee members are independent under NYSE standards .
- Board-load policy: KBR directors may not serve on >3 other public-company boards; Audit Committee members may not serve on >2 other public-company audit committees . Dugle sits on three other boards (EOG, Micron, TE Connectivity) and two other audit committees (Micron, TE Connectivity), placing her at KBR’s policy limits (compliant but at cap) .
- Lead Independent Director: Role added with a $45,000 retainer; designated for Lt. Gen. Masiello effective at/after the 2025 Annual Meeting (not Dugle) .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non-exec directors) | $120,000 | 2025 Proxy |
| Committee chair retainer – Nominating & Corporate Governance | +$20,000 | 2025 Proxy |
| Meeting fees | None disclosed; compensation via retainers and equity | 2025 Proxy |
| 2024 Fees Earned (Dugle) | $138,750 | Director compensation table |
| Elective deferral | Directors may defer cash/equity; may convert cash to RSUs; Dugle elected to defer 100% of 2024 equity compensation | 2025 Proxy |
Notes:
- Non-executive Chair retainer $200,000; Lead Independent Director retainer $45,000; other committee chair retainers: Audit $25,000; Compensation/Cyber/N&CG/Sustainability $20,000 each .
Performance Compensation
| Element | Detail | Value/Terms | Source |
|---|---|---|---|
| Annual equity grant (directors) | RSUs | Target value $170,000; vests in full after 6 months | 2025 Proxy |
| 2024 Stock awards (Dugle) | RSUs (ASC 718 fair value) | $170,015; grant 2/22/2024; vest 8/22/2024 | Director compensation table |
| Options/PSUs (directors) | Not disclosed for directors; program specifies RSUs | — | |
| Performance metrics tied to director pay | None disclosed (time-based RSUs for directors) | — |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No KBR Compensation Committee member served as an officer/employee; no reciprocal board/comp committee interlocks with KBR executives .
- Related-party transactions: None identified for fiscal 2024 .
Expertise & Qualifications
- Skills: C‑Suite leadership, cyber, finance, risk, technology .
- Education: B.A. (Spanish) and B.S. (Technical Management), Purdue University; MBA, University of Texas at Dallas .
- Sector expertise: Intelligence services, cybersecurity acquisitions (>12 targets at Raytheon), defense/aerospace, telecom/semis .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs in Nonqualified Director Deferral Plan | Notes |
|---|---|---|---|---|
| Lynn A. Dugle | 20,080 | * (<1%) | 14,617 | 132,435,609 shares outstanding base for calc |
Additional alignment and risk policies:
- Director ownership guideline: 5x annual cash retainer within five years; company states all non‑exec directors with ≥5 years service are in compliance as of 2/28/2025 (Dugle joined 2020) .
- No pledging or hedging by officers and directors; anti‑hedging policy prohibits short-selling and derivatives .
Governance Assessment
-
Strengths:
- Independent director with 100% attendance and multi-committee engagement; chairs Nominating & Corporate Governance (board effectiveness, refreshment, shareholder engagement) .
- Strong cyber and national security background supports oversight of KBR’s cyber and government solutions businesses; serves on Cybersecurity Committee .
- Pay alignment features: meaningful equity component via RSUs; ownership guideline of 5x retainer; anti-hedging/pledging; elective deferral (Dugle deferred 100% of 2024 equity) .
- No related‑party transactions and no compensation interlocks reported .
-
Watch items:
- Board/service load at KBR’s policy maximum (three other public boards; two other audit committees) could create scheduling/engagement risk; continue monitoring attendance and evolving responsibilities .
- Director equity is time‑based (not performance‑based); while standard for many boards, it provides less direct pay‑for‑performance linkage vs PSUs; consider overall KBR governance context and shareholder feedback .
-
Net view: Dugle’s independence, attendance, and chair role in Nominating & Corporate Governance support investor confidence; policy‑max board load merits ongoing monitoring, but 2024 attendance was exemplary and no conflicts/related‑party issues were identified .