Sonia Galindo
KBRAbout Sonia Galindo
Executive Vice President, General Counsel and Corporate Secretary at KBR since November 2021; age 56; joined KBR in 2021. Education: B.A. in Economics and Management from Hood College for Women and J.D. from University of Illinois Chicago School of Law; prior roles include senior legal and compliance leadership at FLIR Systems and General Counsel at Rosetta Stone, plus public/private sector experience at the SEC, Bill & Melinda Gates Foundation, Keurig Green Mountain, and McCormick & Company . KBR’s executive pay program ties incentives to Adjusted EPS, Adjusted Operating Cash Flow, Relative TSR, Book-to-Bill (B2B), and Sustainability; for 2024, adjusted EPS rose 15% and adjusted EBITDA rose 16% YoY, and 2022 LTI awards paid above target (TSR 117.8% and B2B 158.3%) indicating strong multi-year execution against key performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLIR Systems, Inc. (now Teledyne F LLC, a subsidiary of Teledyne Technologies) | SVP, General Counsel, Secretary, Chief Ethics & Compliance Officer | — | Led enterprise legal, ethics, and compliance functions |
| Rosetta Stone Inc. | General Counsel and Corporate Secretary | — | Oversaw corporate governance and legal strategy |
| U.S. Securities and Exchange Commission | Various positions | — | Regulatory and enforcement experience |
| Bill & Melinda Gates Foundation | Various positions | — | Legal/policy work in philanthropic context |
| Keurig Green Mountain, Inc. | Various positions | — | Corporate legal experience in consumer products |
| McCormick & Company, Inc. | Various positions | — | Corporate legal experience in food industry |
External Roles
None disclosed in KBR’s proxy for executive officers (no public company directorships or committee roles listed for Ms. Galindo) .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| 2024 Base Salary | $648,900 | Effective Jan 1, 2024; reflects 5% increase vs 2023 |
| Salary Actually Paid (Summary Compensation Table) | $672,670 | Timing of payroll can cause variance; SCT reports amounts paid |
| Target Short-Term Incentive (STI) % of Base | 95% | Threshold 23.75%, Target 100%, Max 190% of base salary |
| 2024 STI Actual Payout | $834,680 | 135.4% of target payout based on combined metrics |
| Benefit Restoration Earnings (above-market) | $286 | Nonqualified deferred compensation plans |
| All Other Compensation (Perqs/Match) | $53,523 | 401(k) match $18,975; Benefit Restoration award $16,649; Travel $2,899; Financial planning $15,000 |
Performance Compensation
2024 Short-Term Incentive (STI) Outcomes
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Financial Metrics (Adjusted EPS, Adjusted OCF) | Part of STI | — | 107.1% metric result | $660,223 |
| Zero Harm / Sustainability | Part of STI | — | 83% metric result | $51,166 |
| Individual KPIs | 20% of STI | 100% target | 100% metric result | $123,291 |
| Total | — | $616,455 target (Base x 95%) | 135.4% of target | $834,680 |
- KPI achievements included legal team talent development, project risk mitigation, digital strategy for legal services, and prudent litigation management .
2024 Long-Term Incentives Granted (Grant date: Feb 22, 2024)
| Award Type | Performance Metric | Grant Detail | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Performance Award – Equity (TSR) | Relative TSR vs peer group | Target units: 91,667; Max: 733,332; payout range 0–200% based on 3-year TSR rank (Jan 1, 2024–Dec 31, 2026) | Settled in shares after 3-year performance period | $326,333 |
| Performance Award – Cash (B2B) | Book-to-Bill (B2B) | Target plan units: $366,667; payout range 0–200% ($0–$2.00 per $1.00 unit) over 3-year period with linear interpolation | Paid in cash after 3-year performance period | Included in target LTI; see mix below |
| Restricted Stock Units (RSUs) | Service-based | 6,186 RSUs | Vest in equal annual increments beginning first anniversary of grant date (Feb 22, 2025); 20% subject to discretionary forfeiture tied to 2024 success (no forfeiture applied) | $366,706 |
| Total Target 2024 LTI | 66⅔% Performance Awards; 33⅓% RSUs | Target LTI value: $1,100,000 (PAs $733,333; RSUs $366,706) | As above | As above |
- TSR measurement uses average quarterly indexed TSR vs peer group over three years; payout 0–200% of target units .
- B2B is the average annual achievement across the 3-year period; payout 0–200% in cash; threshold 25%, target 100%, maximum 200% .
- 2022 LTI awards paid above target at 158.3% (B2B cash) and 117.8% (TSR stock) at the end of the 3-year cycle, evidencing sustained execution .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficially owned KBR shares | 17,471; less than 1% of class |
| Officer stock ownership guidelines | Level 1 executives (direct reports to CEO, incl. NEOs): 3x base salary required; 5-year compliance window; unvested RSUs count toward compliance; age-related reductions apply at 60 for certain roles |
| Hedging/Pledging | Prohibited: no hedging (short sales, derivatives, collars) and no pledging of KBR stock |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | None; NEOs have severance/change-in-control agreements only |
| Definitions | Good Reason includes, for Ms. Galindo, failure to maintain her in a role reporting directly to the CEO of KBR’s ultimate parent or highest-ranking executive officer; Change in Control includes ≥20% voting power change, board majority change, merger, dissolution, or sale of substantially all assets; “Cause” has customary definitions, with certain pre-CIC cure mechanics differing under Ms. Galindo’s agreement |
| Covenants | Confidentiality, non-compete, non-solicit, mandatory arbitration; clawback of severance if within two years post-termination Compensation Committee determines “Cause” could have applied |
| Tax gross-ups | No excise tax gross-ups; no employment agreements; no option repricing |
| Severance triggers | Double-trigger for CIC benefits (CIC + qualifying termination within two years) |
2024 Potential Payments – Sonia Galindo (as of Jan 3, 2025)
| Scenario | Stock Awards | Performance Awards | Cash Severance | Total |
|---|---|---|---|---|
| Change in Control without Termination | — | — | — | — |
| Change in Control with Involuntary Termination | $736,917 | $2,160,839 | $3,394,636 | $6,292,392 |
| Retirement, Disability, or Death | $736,917 | $1,448,737 | $834,680 | $3,020,334 |
| Involuntary Not For Cause or Voluntary for Good Reason | — | — | $1,265,355 | $1,265,355 |
| For Cause or Voluntary without Good Reason | — | — | — | — |
Compensation Structure Analysis
- Pay mix emphasizes performance: 66⅔% of LTI is performance-based (TSR and B2B), with RSUs at 33⅓%, a higher performance weighting than the peer group, aligning payouts with multi-year value creation .
- STI targets for Ms. Galindo increased vs 2023 (target remained 95% but committee raised target award by 5% year on year), while the 2024 payout was above target due to strong company and individual performance; no discretionary changes to STI design, indicating discipline in plan governance .
- Clawbacks adopted per SEC/NYSE rules, with additional clawback terms embedded in award agreements and severance agreements; anti-hedging and anti-pledging policies prevent misalignment and risk-based optics .
- 2024 say-on-pay approval was ~98%, signaling broad shareholder support for pay design and outcomes .
Investment Implications
- Alignment and retention: Three-year TSR/B2B PAs and annual-vesting RSUs create predictable vesting cadence beginning Feb 22, 2025, potentially contributing to scheduled Form 4 activity; double-trigger CIC provisions and robust clawbacks lower windfall risk and strengthen governance .
- Performance linkage: Above-target STI payout and strong 2022 LTI performance (TSR 117.8%, B2B 158.3%) reflect linkage to operational execution and capital discipline, supporting confidence in continued strategy delivery .
- Ownership and policies: Beneficial ownership is modest (<1%), but stringent 3x salary ownership guidelines, anti-hedging/pledging, and no tax gross-ups indicate shareholder-friendly posture; watch for continued progress toward guideline compliance as tenure lengthens .
- Trading signals: LTI and RSU vesting dates (annual tranches from Feb 22 anniversaries) are potential supply events; however, anti-hedging/pledging constraints and high say-on-pay support mitigate governance-related overhangs .