Eric DeMarco

Chief Executive Officer at KRATOS DEFENSE & SECURITY SOLUTIONS

Board

Since April 1, 2004

Age

60 years

Education

Earned a bachelor's degree in Business Administration and Finance, summa cum laude, from the University of New Hampshire.

Tenure

Joined KTOS in November 2003 as President and Chief Operating Officer and was promoted to Chief Executive Officer effective April 1, 2004.

Also at KRATOS DEFENSE & SECURITY SOLUTIONS

Deanna Lund

Executive Vice President and Chief Financial Officer

Benjamin Goodwin

Senior Vice President, Corporate Development & Government Affairs

David Carter

President, Defense & Rocket Support Services Division

About

The executive holds a strong academic background, earning a bachelor's degree in Business Administration and Finance, summa cum laude, from the University of New Hampshire and maintaining a Top Secret National Security Clearance, which underscores his involvement in sensitive defense initiatives.

Before his tenure at KTOS, his career spanned roles in public accounting and senior leadership positions at The Titan Corporation, where he served as President, Chief Operating Officer, and Chief Financial Officer, contributing to the management of a NYSE-listed firm later acquired by L-3 Communications.

At KTOS, he joined as President and Chief Operating Officer in November 2003 and assumed the role of Chief Executive Officer on April 1, 2004, overseeing the company’s transformation from a wireless communications firm to a national defense and homeland security product solutions provider through organic growth and strategic acquisitions.

$KTOS Performance Under Eric DeMarco

Past Roles

Organization	Role	Date Range	Details
KTOS	President and Chief Operating Officer	Nov 2003 - Apr 2004	Became director and then CEO
The Titan Corporation	President and Chief Operating Officer	N/A	NYSE-listed before acquisition by L-3 Communications
The Titan Corporation	Executive Vice President and Chief Financial Officer	N/A	Held prior to the role as President and COO
Public Accounting Firms	Various roles	N/A	Focused on large multinational corporations and publicly traded companies

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$850,000	Annual	Fixed base salary for 2023
Time-Based RSUs	150,000 RSUs (FV: $1,504,500)	Vesting ratably over 5 years	Calculated at $10.03 per share
All Other Compensation	$77,345	Paid in 2023	Includes PTO payout: $65,385 and 401(k) matching: $11,960
Deferred Compensation	$10,877,125 (Earnings); Year-End Balance: $20,340,725	Deferred with year-end balance	Reflects increase for 1,002,500 deferred RSUs due to stock price change from $9.44 to $20.29
Stock Vested	105,000 shares (Value: $1,066,650)	As shares vest	Includes 45,000 shares deferred from prior years (Value: $459,450)
Termination/Change of Control Benefits	Lump Sum: $5,100,000; Accelerated RSUs: 1,465,000 (Value: $29,724,850); Health Insurance: $92,566	Contingent on termination/change of control	Total potential benefits of $34,917,416 calculated as 3x base salary plus bonus and benefits

Performance Compensation

Data from FY 2023

Performance-Based RSUs

Metric	Details
Performance Metric	Adjusted EBITDA Growth
Vesting Condition	33.3% vesting for every 10% increase in Adjusted EBITDA over a 5-year period
Target	150,000 RSUs granted
Threshold	Zero RSUs vest if the minimum growth target is not met
Maximum (Cap)	150,000 RSUs
Evaluation Period	5 years
Grant Date	January 3, 2023
Grant Date Fair Value	$10.03 per share (Total Fair Value: $3,009,000)
Additional Details	Vesting is contingent on the company achieving progressive Adjusted EBITDA milestones

Non-Equity Incentive Plan Compensation

Metric	Details
Grant Date	January 3, 2023
Target Payout	$850,000
Threshold & Maximum	$850,000 (fixed amount)
Vesting Schedule	Five equal annual installments over 5 years
Performance Conditions	Tied to the company’s Adjusted EBITDA growth; specific performance details are not fully disclosed