David Carter
KRATOS DEFENSE & SECURITY SOLUTIONSAbout David Carter
David Carter is President, Defense & Rocket Support Services (DRSS) at Kratos Defense & Security Solutions, Inc., age 67, serving as DRSS President since December 2009 after two years as EVP of the division . He has an associate’s degree from Anne Arundel Community College and six years’ active duty in the U.S. Navy, where he attained Petty Officer 1st Class and led maintenance of radar and fire control systems; he has 45+ years of experience across Navy, ARINC, DTI, Haverstick, and Kratos . Company performance context tied to his tenure: 2024 revenue $1.136B and Adjusted EBITDA $105.7M, with record bookings $1.354B and backlog $1.445B; share price rose from $10.32 (FY22) to $20.29 (FY23) to $26.52 (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kratos DRSS | President | Dec 2009–present | Oversees DRSS defense operations across AL, MD, VA, CA, TX, NC |
| Kratos DRSS | Executive Vice President | Dec 2007–Dec 2009 | Senior leadership of DRSS prior to elevation to President |
| Haverstick Consulting | VP, Military Services Division | 2004–2007 | Managed technical, financial, and BD operations |
| DTI Associates | Ownership team | ~15 years | Grew defense contractor from 4 to 300 employees supporting U.S. Navy systems |
| ARINC Research Corporation | Analyst | 7 years | Developed maintenance requirements for Navy combat weapon systems |
| U.S. Navy | Petty Officer 1st Class (Leading Petty Officer) | 6 years | Led maintenance/operation of large-caliber gun weapon radar and computer fire control system aboard USS Farragut (DDG-37) |
External Roles
- No external directorships or roles disclosed for David Carter in KTOS proxy materials. KTOS lists his executive role but provides no external roles in Carter’s biography .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (Carter) | Not disclosed | Not disclosed | KTOS discloses compensation for named executive officers (CEO, CFO, Microwave, Space & Cyber, Unmanned); Carter is an executive officer but not a named executive officer in 2023–2024 CD&A, so individual compensation is not provided |
| Target Bonus % (Carter) | Not disclosed | Not disclosed | Bonus targets and payouts are detailed for named executive officers; Carter’s individual targets are not disclosed |
| Actual Bonus Paid (Carter) | Not disclosed | Not disclosed | No Carter-specific payout disclosure; CD&A covers NEOs |
Performance Compensation
KTOS incentive framework (context for executive alignment; Carter-specific metrics not disclosed):
| Metric | Operational NEO Weighting | Threshold for Payout | Payout Cap | Vesting/Period |
|---|---|---|---|---|
| Business unit Adjusted EBITDA | 30% | ≥90% of target for any payout | 100% of target | Annual bonus year; operational NEOs |
| Business unit Revenue | 15% | ≥90% of target | 100% of target | Annual bonus |
| Business unit Free Cash Flow | 20% | ≥90% of target | 100% of target | Annual bonus |
| Consolidated Adjusted EBITDA | 10% | ≥90% of target | 100% of target | Annual bonus |
| Non-financial objectives | 25% | Committee assessment | 100% of target | Annual bonus |
| Performance RSUs (company-wide executives) | 33.3% vests per +10% Adjusted EBITDA | 10% growth minimum to earn any | 100% vest at +30% growth | 5-year performance window (e.g., 2024–2028 grants) |
- KTOS uses an approximately 50/50 mix of performance-based and time-based RSUs; time-based RSUs vest ratably over five years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Insider trading plan | David Carter adopted a Rule 10b5‑1 trading arrangement on 6/13/2025, expiring 9/01/2026, covering a maximum of 63,000 shares; actual sales depend on plan conditions |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors and executive officers |
| Clawback | Incentive Compensation Recoupment Policy aligned with SEC Rule 10D‑1 (NASDAQ) updated in 2023 |
| Stock ownership guideline | CEO guideline of 5× base salary; no specific published guideline for division presidents; Carter’s compliance level not disclosed |
Insider selling pressure indicator:
| Arrangement Type | Adopted Date | Expiration | Max Shares | Notes |
|---|---|---|---|---|
| Rule 10b5-1 plan (Carter) | 6/13/2025 | 9/01/2026 | 63,000 | Maximum shares under plan; actual sales contingent on conditions |
Employment Terms
| Provision | Carter | Notes |
|---|---|---|
| Employment agreement | Not disclosed | KTOS discloses agreements for CEO (DeMarco), CFO (Lund), Space & Cyber (Carrai), Unmanned (Fendley); no Carter agreement detailed |
| Severance provisions | Not disclosed | No Carter-specific severance disclosed; other executives have defined severance/change-of-control terms |
| Change-of-control terms | Not disclosed | No Carter-specific CIC terms disclosed; other executives have double-trigger acceleration |
| Non-compete / non-solicit | Not disclosed | Not detailed for Carter in proxy materials |
Performance & Track Record
- DRSS leadership: Carter highlighted Kratos’ commitment to Indiana’s Crane region and to sustainment and energetics initiatives tied to MACH-TB, Prometheus Energetics, and AN/SPY‑1 sustainment, reflecting execution across Navy sustainment and hypersonic-related programs .
- Hypersonics infrastructure: Carter emphasized Project Helios (arc‑jet facility) to address defense testing bottlenecks and support materials evaluation for hypersonic technology development, aligning DRSS with national defense priorities .
Company-level execution context:
- 2024 results: Revenue $1.136B; Adjusted EBITDA $105.7M; Operating Cash Flow $49.7M; record backlog $1.445B; book-to-bill 1.2×; pipeline $12.4B .
- Share performance: KTOS share price increased to $26.52 at FY24-end from $10.32 at FY22-end and $20.29 at FY23-end .
Investment Implications
- Alignment and incentives: KTOS’s 50/50 RSU mix and performance RSUs tied to multi‑year Adjusted EBITDA growth align executive incentives with long-term value creation; anti‑hedging/pledging and clawback policies strengthen governance. Carter participates in these company policies; his specific grant details are not disclosed .
- Insider selling dynamics: Carter’s Rule 10b5‑1 plan covering up to 63,000 shares through September 2026 indicates a structured potential supply; plans are pre‑scheduled and provide an affirmative defense, but can create episodic selling pressure depending on market conditions .
- Retention and CIC economics: No Carter-specific employment, severance, or change‑of‑control terms are publicly disclosed, limiting assessment of retention risk or parachute exposure; other KTOS executives have defined CIC severance and double‑trigger vesting .
- Execution footprint: Public quotes and initiatives tie DRSS under Carter to Navy sustainment and hypersonics infrastructure, supporting KTOS backlog and growth trajectory; continued delivery against these programs is a positive signal for divisional execution .