Bradley Boyd
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Bradley Boyd
Bradley Boyd (52) is an independent director of KTOS, serving since November 2023. A retired U.S. Army Colonel (after 12 years in the U.S. Marine Corps and 19 in the Army), he is a Visiting Fellow at Stanford’s Hoover Institution focused on autonomy and emergent national security technology, and a Senior Advisor to The Roosevelt Group since 2021. He holds a master’s in International Politics from Cambridge, a master’s in Strategic Cyber Operations from the Army’s Command and General Staff College, and a BA in Anthropology from UC Irvine; he maintains a Top Secret National Security Clearance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army / U.S. Marine Corps | Colonel (Ret.); completed 31-year military career; retired Nov 2021 | 31 years; retired Nov 2021 | Led AI-enabled warfighting at DoD’s Joint Artificial Intelligence Center; Director of CSA Gen. Mark Milley’s Coordination Group; Army liaison to British Army HQ; deployments across Central Asia, Middle East, Western Pacific, Europe, South America |
| DoD Joint Artificial Intelligence Center | Lead for AI-enabled warfighting development | — | Built AI-enabled operational concepts and capabilities |
| Office of U.S. Senator Angus King | Defense and Foreign Policy Advisor | — | Legislative advisory on defense and foreign policy |
| British Army Headquarters | U.S. Army Liaison for Capability Development | — | Cross-national capability development engagement |
| Stanford CISAC | Senior Military Fellow | — | Research on cyber and AI-enabled information operations |
| MIT Seminar XXI | Fellow | — | Advanced policy education for national security leaders |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hoover Institution, Stanford University | Visiting Fellow | Since Nov 2021 | Focus on automation/autonomy in warfare; emergent technology in national security |
| The Roosevelt Group | Senior Advisor | Since 2021 | Government relations/advisory work |
Board Governance
- Independence: The Board determined Boyd is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Audit Committee member (not chair; not designated financial expert) .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; Board held four regular and three special meetings .
- Executive sessions: Independent directors hold executive sessions with each regularly scheduled Board meeting; Audit Committee also holds executive sessions .
- Audit Committee cadence: Audit Committee met seven times in 2024 .
- Related-party oversight: Audit Committee reviews related party transactions; none required disclosure in 2024 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
Fixed Compensation
Director compensation structure (2024):
| Component | Amount | Notes |
|---|---|---|
| Board Member Quarterly Retainer | $12,500 | Paid quarterly in arrears |
| Board Chairman Quarterly Fee | $7,500 | — |
| Audit Committee Chair Quarterly Retainer | $3,750 | — |
| Audit Committee Member Quarterly Fee | $1,500 | — |
| Designated Financial Expert Quarterly Fee | $1,250 | — |
| Compensation Committee Chair Quarterly Retainer | $3,750 | — |
| Compensation Committee Member Quarterly Fee | $1,500 | — |
| Nominating & Governance Committee Chair Quarterly Retainer | $3,750 | — |
| Nominating & Governance Committee Member Quarterly Fee | $1,250 | — |
Bradley Boyd—Director compensation summary:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $12,500 | $50,000 |
| RSU Grants (#, grant date, fair value) | 5,000 RSUs on 11/01/2023; $86,100 | 10,000 RSUs on 05/21/2024; $217,000 |
| Option Awards ($) | — | — |
| Total ($) | $98,600 | $267,000 |
Performance Compensation
| Feature | Detail |
|---|---|
| Equity structure | Non-employee directors receive 10,000 service-based RSUs upon election/re-election, vesting after one year to align with director term; Boyd received 10,000 RSUs on May 21, 2024 . |
| Deferral elections | Directors may elect to defer issuance of vested RSUs awarded in 2021 or later until separation of service . |
| Performance metrics | None disclosed for directors; RSUs are service-based (no TSR/EBITDA targets for director awards) . |
Other Directorships & Interlocks
- Public company directorships: Not disclosed in the KTOS proxy for Boyd’s biography; disclosed roles are academic/government advisory (Hoover; The Roosevelt Group) .
- Committee interlocks: No Compensation Committee interlocks; none of KTOS executive officers serve on boards/comp committees of companies with reciprocal relationships .
- Related-party transactions: None required disclosure in 2024; Audit Committee oversees and reviews potential transactions .
Expertise & Qualifications
- Domain expertise: Autonomy/AI in warfare; capability development; cyber/information ops; broad operational deployments .
- Education: MPhil/Master’s in International Politics (Cambridge); master’s in Strategic Cyber Operations (Army CGSC); BA Anthropology (UC Irvine) .
- Clearance: Top Secret National Security Clearance .
Equity Ownership
| Ownership Metric | Mar 25, 2024 | Dec 29, 2024 | Mar 17, 2025 |
|---|---|---|---|
| Common shares beneficially owned | 5,000 | — | 3,280 |
| RSU status | — | 10,000 unvested RSUs | — |
| Hedging/Pledging | Prohibited by company policy for directors/officers | Prohibited | Prohibited |
Governance Assessment
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Strengths
- Independent director with deep AI/autonomy and national security background; member of Audit Committee, which met seven times in 2024, enhancing financial oversight .
- Strong engagement: Board held 7 meetings (4 regular, 3 special) with ≥75% attendance by directors; independent executive sessions at each regular meeting .
- Conservative director pay design: Cash retainer plus service-based RSUs; no options; deferral elections available; anti-hedging/pledging policy in place .
- No related-party transactions disclosed; no compensation committee interlocks; robust related-party review procedures .
-
Watch items
- External advisory role at The Roosevelt Group (government relations) warrants monitoring for potential client overlaps; company reports no related-party transactions in 2024 .
- Beneficial ownership is modest (3,280 shares as of March 17, 2025) with unvested director RSUs noted; KTOS discloses CEO stock ownership guidelines but does not specify director ownership guidelines in the proxy .
-
Broader governance signal
- Say-on-pay support was 92.22% at the 2024 annual meeting, indicating positive investor sentiment toward KTOS’s compensation practices (for NEOs) .