Wendy Masiello

About Wendy M. Masiello

Lt. Gen. Wendy M. Masiello, USAF (Ret.), age 66, has served on KBR’s Board since 2017 and became Lead Independent Director in 2025. A retired three-star U.S. Air Force general and former Director of the Defense Contract Management Agency (DCMA), she brings deep procurement, contracting, cybersecurity oversight, and national security expertise; her education includes a B.B.A. (Texas Tech), M.S. (Logistics, AFIT), M.S. (National Resource Strategy), and the NACD CERT Certificate in Cyber-Risk Oversight (Mar 2024) . As KBR combined the CEO/Chair roles in 2025, the Board created the Lead Independent Director position—held by Masiello—to preserve independent oversight and shareholder access; her duties include setting agendas with the Chair/CEO, presiding over executive sessions, liaising between independent directors and management, and leading board succession efforts .

Past Roles

External Roles

Board Governance

• Independence and role: Independent since appointment; Lead Independent Director from 2025; only the CEO is non-independent on KBR’s 10-person board .
• Committee assignments (current): Chair – Cybersecurity; Member – Compensation; Member – Sustainability & Corporate Responsibility; previously served on Audit .
• Attendance: 100% Board/committee attendance in 2024 (Board held seven regular and one special meeting in 2024; 28 independent committee meetings; 24 executive sessions without management) .
• Lead Independent Director responsibilities (2025+): Co-sets agendas with Chair/CEO; presides over executive sessions; serves as liaison between non-management directors and Chair/CEO; works on board succession and refreshment; acts as shareholder contact for concerns/questions .
• Director service limits and trading policies: Max three other public boards (audit members max two other audit committees); anti-hedging and no pledging policies apply to directors .

Fixed Compensation

Additional director pay context: Non-executive Chair receives an extra $200,000; no separate meeting fees disclosed; directors may defer cash/equity under the Non-Employee Directors Elective Deferral Plan .

Performance Compensation

Note: Director equity is time-based (no performance metrics); directors can elect to defer equity; in 2024, another director (Dugle) deferred 100% of equity (example) .

Other Directorships & Interlocks

• Compensation Committee interlocks: None reported for KBR’s Compensation Committee (on which Masiello serves); no insider participation .
• Related-person transactions: None identified for fiscal 2024 (Board-level policy requires approval; independence impact assessed) .

Expertise & Qualifications

• Domain expertise: Government procurement/contracting, cybersecurity and data privacy oversight, risk management, sustainability governance, and technology oversight; veteran leadership experience .
• Education and certifications: B.B.A. (Texas Tech), M.S. (Logistics, AFIT), M.S. (National Resource Strategy), Senior acquisition and joint warfighting programs, Harvard Kennedy School Senior Managers in Government, NACD CERT in Cyber-Risk Oversight (Mar 2024) .

Equity Ownership

• Director stock ownership guidelines: 5x annual cash retainer within five years; all non-executive directors with ≥5 years’ service are in compliance (Masiello joined in 2017) .
• Hedging/pledging: Prohibited for directors under company policy .
• Trading: Company policy governs insider trading; prohibits trading while in possession of MNPI .

Governance Assessment

• Strengths for investor confidence:

  • Independent Lead Director with explicit authority and responsibilities created to balance the combined CEO/Chair structure in 2025; Masiello selected based on cyber, government, and risk oversight expertise .
  • Demonstrated engagement and oversight: 100% attendance; chairs the Cybersecurity Committee; sits on Compensation and Sustainability committees, with all committees meeting regularly in 2024 .
  • Alignment and safeguards: Robust anti-hedging/pledging policy; director stock ownership guidelines met for seasoned directors; no related-person transactions in 2024 .
  • Shareholder support signal: Say-on-pay approval ~98% in 2024 indicates strong investor alignment with compensation governance .

• Watch items / mitigants:

  • Combined CEO/Chair can raise independence concerns; mitigated by empowered Lead Independent Director role, 24 executive sessions without management, and strong committee independence .
  • Monitor external directorship(s) for potential conflicts; KBR discloses none and has a related-party policy with no 2024 related-person transactions .
  • Director compensation moved toward peer median and added LID retainer in 2025; continued monitoring of cash/equity mix and time-based equity (no performance conditions) is prudent for alignment with long-term value .

Citations
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