Mark Sopp
KBRAbout Mark Sopp
Mark W. Sopp, age 59, has served as Executive Vice President and Chief Financial Officer of KBR since February 2017, following senior finance leadership roles at Leidos/SAIC and Titan Corporation; he holds a B.S. in Accounting (New Mexico State University) and completed UCLA Anderson’s Executive Program . Under KBR’s current strategy, 2024 delivered 11% revenue growth and 16% adjusted EBITDA growth, with backlog and options reaching $21.2B and adjusted EPS at $3.34, positioning incentive alignment around EPS, cash flow, TSR and book-to-bill . KBR’s three-year TSR ranked 4th vs its peer group for the 2022–2024 PSU cycle, and the company returned $297M to shareholders in 2024 via repurchases and dividends, reinforcing performance-linked pay outcomes .
Past Roles
| Organization | Role | Years (disclosed) | Strategic impact |
|---|---|---|---|
| Leidos Holdings/SAIC | EVP & Chief Financial Officer | Not disclosed | CFO of one of the largest U.S. government contractors; oversaw technically focused commercial services businesses |
| Titan Corporation | Various executive positions | Not disclosed | Leadership in government contracting and commercial business areas |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $684,188 | $705,223 | $768,458 |
| Base salary effective Jan 1 ($) | $685,440 (5% raise vs 2021) | Not disclosed | $741,303 (5% raise vs 2023) |
| Target STI (% of base) | 90% | Not disclosed | 95% |
| Target STI ($) | $616,896 | Not disclosed | $704,238 |
| RSUs (grant-date fair value) | $500,016 | $? (covered in stock awards aggregate) | $600,032 (10,122 RSUs) |
| Long-Term Performance Award target ($) | $1,000,000 (TSR $500k; B2B $500k) | Not disclosed | $1,200,000 (TSR $600k; B2B $600k) |
| Total 2024 target compensation ($) | — | — | $3,245,541 |
Performance Compensation
| Plan | Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| 2024 STI | Adjusted EPS | Plan funding driver (part of financial metrics) | Company-set target | Financial metrics payout 107.1% | Annual cash; payout certified Feb 2025 |
| 2024 STI | Adjusted OCF | Plan funding driver (part of financial metrics) | Company-set target | Financial metrics payout 107.1% | Annual cash; payout certified Feb 2025 |
| 2024 STI | Zero Harm/Sustainability | 10% | Discretionary rating system (ME/SE/EE) | Sopp earned 100% of this metric; $70,424 | Annual cash; embedded sustainability KPIs |
| 2024 STI | Individual KPIs | Typically 15–25% | KPI goals set for CFO | Sopp earned 75% KPI result; KPI payout $105,636 | Annual cash |
| 2024 STI | Total payout (CFO) | — | Target $704,238 | Actual $930,299 (132.1% of target); Financial $754,239; Zero Harm $70,424; KPI $105,636 | Paid Q1 2025 |
| 2024 LTI | Relative TSR | 50% of LTI | Target units based on grant date price | 2022–2024 cycle paid at 117.8% (Sopp earned 12,256 shares) | Three-year performance; stock-settled |
| 2024 LTI | Book-to-Bill (B2B) | 50% of LTI | Annual B2B goals averaged over 3 years | 2022–2024 cycle paid at 158.3% (Sopp cash payout $791,500) | Three-year performance; cash-settled |
| 2024 LTI | Negative discretion | Up to 20% forfeiture | Committee applies only downside | Not exercised for 2024 awards and RSUs | Alignment safeguard |
Equity Ownership & Alignment
| Ownership metric | Value/Count |
|---|---|
| Beneficial ownership (common shares) | 167,224 shares (<1% of class) as of March 1, 2025 |
| Unvested RSUs at FY-end (1/3/2025) | 19,974 units; market value $1,178,666 |
| Unearned TSR units (performance awards) at FY-end | 19,698 units; market/payout value $2,324,758 (max scenario basis per SEC rules) |
| 2024 stock vested (RSUs/PSUs/TSR units) | 24,209 shares; value realized $1,422,766 |
| Stock ownership guidelines | CFO must hold 3x base salary; all NEOs with ≥5 years are in compliance |
| Hedging/pledging | Prohibited for officers/directors; no pledging allowed |
| Option overhang/exercisable options | None; KBR ceased option grants; Sopp has no options |
Vesting schedules: RSUs vest in three equal annual installments beginning on the first anniversary of grant; TSR-based performance awards vest, to the extent earned, at the end of the three-year performance period .
Employment Terms
| Provision | Key terms (CFO) |
|---|---|
| Employment agreements | None; NEOs are not party to employment contracts |
| Severance (pre-CIC) | Lump sum equals one year’s base salary + one times annual target bonus; unvested equity forfeited (non-performance equity may be treated at Committee discretion) |
| Change-in-control (CIC) | Double-trigger required; lump sum equals two times base salary + two times annual target bonus; prorated current-year bonus; full vesting of non-performance equity; performance awards paid at target; 2x welfare plan costs |
| Non-compete/non-solicit | Included in severance/CIC agreements; confidentiality; mandatory arbitration |
| Clawbacks | Dodd-Frank/NYSE-compliant clawback for erroneously awarded incentive comp; additional clawback in agreements for cause determinations within two years |
| Tax gross-ups | No excise tax gross-ups; Committee committed not to provide gross-ups |
Potential payments (as of 1/3/2025):
- CIC with involuntary termination: $8,457,892 total (Stock awards $1,178,666; Performance awards $3,409,653; Cash severance $3,869,573) .
- Retirement/Disability/Death: $4,361,626 total (Stock awards $1,178,666; Performance awards $2,252,662; cash severance not applicable) .
- Involuntary not-for-cause or good reason (pre-CIC): $1,445,541 cash severance .
Performance & Track Record
| Company metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted EBITDA ($MM) | $668 | $747 | $870 |
| Adjusted EPS ($) | $2.71 | $2.91 | $3.34 |
| Operating cash flows ($MM) | $396 | $331 | $462 |
| Shareholder returns/actions | — | — | Returned $297MM via buybacks/dividends; TSR 3-year peer rank 4th for 2022–2024 |
Additional 2024 highlights: backlog and options of $21.2B; 11% revenue growth; 16% adjusted EBITDA growth (committee uses non-GAAP measures with formal reconciliations) .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2024 long-term incentive target for CFO increased to $1.8M (+12.5% YoY), maintaining 2/3 performance-based (TSR/B2B) and 1/3 RSUs; base salary rose 5% to remain market-aligned .
- Shift in instruments: KBR emphasizes PSUs/PAs and RSUs; no new options and a stated prohibition on repricing options .
- At-risk pay: Majority of CFO compensation remains performance-based (STI tied to Adjusted EPS/OCF/KPIs/Sustainability; LTI to TSR and B2B), with explicit negative discretion and clawbacks enhancing alignment .
- Shareholder feedback: Say-on-pay approval ~98% in 2024 indicates high investor support for design and rigor .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; ownership guideline compliance (3x base for CFO) supports alignment .
- No excise tax gross-ups; double-trigger CIC; formal clawback adopted in 2023 per NYSE/SEC requirements .
- Committee applied negative discretion to STI in prior years at the firm level, indicating willingness to moderate payouts when appropriate .
- 2025 leadership transition: KBR appointed Shad Evans as CFO effective Jan 5, 2026; Sopp transitions to lead the team responsible for the planned MTS segment spin-off—introduces transition/retention dynamics through completion (expected mid-to-late 2026) .
Say-on-Pay & Peer Group
- Say-on-pay approval: ~98% in 2024 .
- Compensation benchmarking: Peer group spans government services, IT consulting, E&C, and industrials; CFO targets set near median for good performance, above median for consistent outperformance .
Equity Grant Detail (2024)
| Grant type | Grant date | Target/units | Fair value/structure | Vesting |
|---|---|---|---|---|
| RSUs | Feb 22, 2024 | 10,122 units | $600,032 | 3 equal annual installments; 20% forfeiture safeguard not exercised |
| Performance Award – TSR | Feb 22, 2024 | Target $600,000 (units set by grant price) | Stock-settled; payout 0–200% vs TSR percentile peers; negative TSR cap for Section 16 officers | |
| Performance Award – B2B | Feb 22, 2024 | Target $600,000 (cash units at $1 target per unit) | Cash-settled; annual B2B goals averaged over 3 years; 25%/100%/200% payout schedule |
Employment Contracts, Severance & CIC Economics (CFO Focus)
| Scenario | Cash severance | Equity treatment | Welfare benefits | Triggers |
|---|---|---|---|---|
| Pre-CIC involuntary or good reason | 1x base + 1x target bonus | Unvested equity forfeited (non-performance equity discretionary) | — | Single trigger |
| CIC + involuntary or good reason | 2x base + 2x target bonus; prorated current-year bonus | Full vest of non-performance equity; performance awards paid at target | 2x annual cost | Double trigger |
| Retirement/Disability/Death | Prorated STI; performance awards prorated to termination, paid post-performance | RSU restrictions lapse; options/SARs (if any) fully vested | — | Event-specific |
Investment Implications
- Alignment: Strong pay-for-performance architecture (EPS, OCF, TSR, B2B, Sustainability) with clawbacks and negative discretion decreases misalignment risk; ownership guideline compliance and no pledging mitigate governance concerns .
- Retention/transition risk: Sopp’s move to lead the MTS spin-off team while a new CFO is appointed for 2026 adds near-term organization risk but suggests continuity through the transaction; monitor disclosures and equity award treatment tied to the spin-off timeline .
- Selling pressure: Scheduled RSU vesting (three-year ratable) and PSU settlements could create periodic liquidity events; anti-hedging/pledging policies and guideline compliance temper adverse signaling .
- Pay outcomes: Above-target 2024 STI and strong 2022–2024 LTI realizations reflect execution against cash flow, EPS, TSR and B2B; high 2024 say-on-pay support indicates investor endorsement of compensation integrity .