Benjamin Goodwin
Senior Vice President, Corporate Development & Government Affairs at 
KRATOS DEFENSE & SECURITY SOLUTIONS
KRATOS DEFENSE & SECURITY SOLUTIONSExecutive
About Benjamin Goodwin
Benjamin Goodwin is Senior Vice President, Corporate Development & Government Affairs at Kratos Defense & Security Solutions and is 84 years old . He joined Kratos in June 2008, led the Public Safety & Security segment until its divestiture in June 2018, and has served in his current role since then . Goodwin holds a bachelor’s degree in Psychology from Millsaps College and has led multiple companies through an IPO, private placements, and a merger, with significant revenue growth in prior roles, highlighting capital markets and operating execution credentials . Company performance context during his tenure includes cumulative TSR of $146 from a $100 base in 2024, and Adjusted EBITDA of $105.7 million in 2024, with multi‑year RSU performance metrics tied to Adjusted EBITDA growth (36.7% vs. 2019 baseline) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kratos Defense & Security Solutions | President, Public Safety & Security segment | Jun 2008–Jun 2018 | Led segment until divestiture; transitioned to corporate development/government affairs |
| Kratos Defense & Security Solutions | SVP, Corporate Development & Government Affairs | Jun 2018–Present | Corporate development and government affairs leadership |
| SYS (pre-merger) | SVP Sales & Marketing; President, Public Safety, Security & Industrial Products Group | Jul 2005–Jun 2008 | Pre-merger divisional leadership contributing to integration with Kratos |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aonix Corporation | Chief Executive Officer | 1996–2000 | Responsible for successful IPO/private placements/merger; significant revenue growth |
| Aonix Corporation | Chief Operating Officer & VP Sales | 2004–2005 | Operating and commercial leadership in aerospace/telecom/transport software |
| FinanCenter Inc. | EVP Sales & Marketing | 2000–2002 | Commercial leadership; financial decision tools |
| Template Graphics Solutions | Chairman of the Board | 2000–2002 | Strategic oversight in 3D graphics tools |
| Thomson Software Products | President & COO | 1976–1996 | Senior operating leadership; notable growth track record |
| SofTech Microsystems | President & CEO | 1976–1996 | Senior executive leadership; notable growth track record |
Fixed Compensation
- Kratos discloses detailed compensation only for Named Executive Officers (NEOs); Goodwin is an executive officer but not listed among NEOs, so his base salary, target bonus %, and actual bonus paid are not itemized in the proxy .
Performance Compensation
| Component | Weighting | Metric/Target Structure | Actual (context) | Payout/Vesting Mechanics |
|---|---|---|---|---|
| Performance‑based RSUs | ~50% of RSU grants (at target) | Vests 33.3% for each 10% increase in Adjusted EBITDA over a 5‑year performance period (baseline 2023 for 2024 grants; baseline 2024 for 2025 grants) | Adjusted EBITDA growth vs 2019 baseline reached 36.7% by FY2024; sequential FY2023→FY2024 growth 10.8% | Some performance RSUs granted since 2020 did not vest until FY2023; portions from 2022 and 2024 grants remained unvested after FY2024, implying higher future hurdles |
| Time‑based RSUs | ~50% of RSU grants (at target) | Vests ratably in five equal annual installments over 5 years | Not applicable (time‑based) | Annual vest tranches can create periodic delivery; subject to insider trading policy windows |
| Annual cash incentive | Company‑identified key measures | Most important measures linking pay to performance: Adjusted EBITDA, Revenue, and Free Cash Flow | Company evaluates annual goals for executive management to determine bonuses | Bonuses issued in Q1 2025 for 2024 achievements; amounts for NEOs disclosed, non‑NEOs not itemized |
- Equity design features: double‑trigger vesting on change of control; continued elimination of excise tax gross‑ups in new/renewed agreements; robust clawback policy updated for SEC Rule 10D‑1; anti‑hedging and anti‑pledging policy for directors and executive officers .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100 investment) | $152 | $108 | $57 | $113 | $146 |
| Peer Group TSR (Value of $100 investment) | $107 | $93 | $108 | $122 | $159 |
| Adjusted EBITDA ($USD) | $78,500,000 | $82,900,000 | $70,700,000 | $95,440,000 | $105,690,000 |
| Net Income (Loss) ($USD) | $79,600,000 | $(2,000,000) | $(36,900,000) | $(8,900,000) | $16,359,000 |
- Kratos reports Adjusted EBITDA growth of 36.7% as of FY2024 versus the 2019 baseline, and 10.8% sequential growth from FY2023 to FY2024, which directly feeds RSU performance vesting hurdles .
Equity Ownership & Alignment
- Anti‑hedging and anti‑pledging policy applies to directors and executive officers, reducing hedging/pledging misalignment risk .
- Company does not currently grant options, stock appreciation rights, or similar option‑like instruments; equity compensation is via RSUs .
- Beneficial ownership for Goodwin individually is not itemized in the proxy’s ownership tables; NEOs and directors are disclosed individually, with group ownership shown below .
| Group Ownership | Shares | % of Shares Outstanding | Total Shares Outstanding |
|---|---|---|---|
| All directors and executive officers as a group (17 persons) | 3,639,865 | 2.37% | 153,285,643 |
Employment Terms
- Specific employment agreement terms (severance multiples, non‑compete/non‑solicit) for Goodwin are not disclosed; the proxy’s “Employment Agreements; Potential Payments Upon Termination or Change of Control” section covers NEOs .
- Equity awards incorporate double‑trigger change‑of‑control vesting; Company continues eliminating excise tax gross‑ups in new/renewed change‑of‑control agreements .
- Clawback policy expanded to align with SEC Rule 10D‑1 and NASDAQ requirements; insider trading policy governs trading windows and prohibits transactions while in possession of MNPI .
Investment Implications
- Alignment: Executive compensation is heavily at‑risk via RSUs with hard Adjusted EBITDA hurdles and five‑year vesting, plus anti‑hedging/pledging and robust clawbacks, supporting shareholder alignment and discouraging short‑termism .
- Selling pressure: The five‑year ratable vesting on time‑based RSUs can create annual delivery events, but double‑trigger change‑of‑control terms and insider trading policy restrict opportunistic selling; performance RSUs remaining unvested after FY2024 indicate rising hurdles that may temper equity delivery near term .
- Retention/succession: Goodwin’s senior age (84) suggests succession planning considerations; absence of disclosed individual severance/change‑of‑control economics limits quantitative assessment of retention incentives and exit economics .
- Performance linkage: Company’s cumulative TSR and sustained Adjusted EBITDA growth underpin pay‑for‑performance structures; investor support evidenced by 92.22% say‑on‑pay approval for FY2023 compensation .