Nchacha Etta
KBRAbout Nchacha Etta
Nchacha E. Etta, age 54, joined KBR’s Board in 2024 as an independent director and serves on the Audit Committee and the Sustainability and Corporate Responsibility Committee. He is Executive Vice President and Chief Financial Officer of Omnicell, Inc. (since 2023), with prior CFO roles at Essilor of America and Johnson & Johnson Vision, and senior finance roles at Coca-Cola; he holds a B.S. in Accounting from George Mason University and an MBA in Finance from Howard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicell, Inc. | EVP & Chief Financial Officer | Since 2023 | Financial leadership, public company CFO |
| Essilor of America, Inc. (EssilorLuxottica SA) | SVP & CFO | Not disclosed | Division CFO responsibilities |
| Johnson & Johnson Vision | Worldwide VP & CFO | Not disclosed | Global finance leadership |
| The Coca-Cola Company | Senior finance roles | Not disclosed | Corporate finance experience |
| Microsoft; Eli Lilly; Carlyle Group (International Investments Fund) | Various roles | Not disclosed | Tech, pharma, PE exposure |
| Orano Cycle/Areva NC | Senior Accountant | Not disclosed | Nuclear materials accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helen Keller International | Trustee (former) | Not disclosed | Non-profit governance |
| Howard University | Trustee (former) | Not disclosed | Academic governance |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Etta is independent .
- Committee assignments: Audit (member) and Sustainability & Corporate Responsibility (member) .
- Audit Committee standing: All members are financially literate and qualify as “audit committee financial experts”; Audit met 10 times in 2024 (100% attendance) .
- Sustainability Committee standing: Met 4 times in 2024 (100% attendance) .
- Attendance: Etta recorded 100% attendance at Board/committee meetings in 2024; Board aggregate attendance was 97% in 2024 .
- Annual meeting: All current directors attended the 2024 Annual Meeting except Etta, who joined in August 2024 (after the meeting) .
- Board structure changes: CEO/Chair roles combined effective 2025 with a new Lead Independent Director role to preserve independent oversight .
- Executive sessions: 24 executive sessions without management in 2024; 28 independent committee meetings in 2024 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly |
| Committee chair adders | $20,000 (Comp, Cyber, NomGov, Sustainability); $25,000 (Audit) | Per chair role |
| Chair of Board adder | $200,000 | Non-executive Chair only |
| Lead Independent Director adder | $45,000 | Effective May 2025 |
| Annual equity grant (RSUs) | $170,000 | RSUs vest in full after six months; shares equal $170,000 ÷ closing price on grant date |
| Elective deferral | Available | Directors may defer cash/equity; can convert cash to RSUs |
Director-level actuals (FY2024):
| Director | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Nchacha E. Etta | 60,000 | 170,048 | — | 230,048 |
Grant/vesting specifics:
- Etta’s 2024 annual RSU grant was on Aug 12, 2024; it vested in full on Feb 12, 2025 .
- Standard annual director RSUs vest in six months (e.g., Feb grants vest Aug; mid-year grants vest after six months) .
Performance Compensation
- KBR does not use performance-based pay (STI/LTI metrics) for non-executive directors; director equity is time-based RSUs, not PSU/option awards tied to TSR/financial metrics .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None | — | — | No other public company boards disclosed |
- Service limits: KBR directors may not serve on >3 other public company boards; Audit Committee members may not serve on >2 other public company audit committees .
- Interlocks/conflicts: No related-person transactions identified for fiscal 2024; related person transactions require Board approval under defined policy .
Expertise & Qualifications
- Core: C-suite finance expertise, cybersecurity/technology familiarity, risk management, sustainability experience .
- Education: B.S. Accounting (George Mason); MBA Finance (Howard) .
- Audit Committee financial expert: Yes (committee-wide determination) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Nchacha E. Etta | 2,625 | <1% | As of March 1, 2025 |
Ownership alignment and policies:
- Director ownership guideline: 5× annual cash retainer within five years of joining the Board; compliance shown for directors with ≥5 years’ tenure (Etta is within 5-year window) .
- Anti-hedging/pledging: Prohibited for officers and directors .
- Trading policy: Directors/officers may not trade while in possession of MNPI; policy filed as exhibit to 2024 10-K .
Governance Assessment
- Strengths: Independent director with CFO-level financial acumen; sits on Audit and Sustainability committees with full (100%) attendance; Audit Committee designates members as financial experts; strict anti-hedging/pledging and related-party controls; director ownership guidelines support alignment .
- Signals: Board combined CEO/Chair with creation of Lead Independent Director to maintain independent oversight; extensive executive sessions and independent committee activity support robust governance .
- Compensation alignment: Director pay blend of cash retainer and six‑month vesting RSUs; Etta’s 2024 partial-year cash plus standard RSU grant consistent with policy .
- RED FLAGS: None disclosed for Etta—no related-party transactions, no pledging/hedging, full attendance; note that beneficial ownership level is modest (common for new directors) and he remains within the 5‑year guideline compliance window .
Additional context: 2024 Say‑on‑Pay approval ~98% indicates broad investor support of compensation governance (executive program), an indirect positive signal for board oversight quality .