Maria Cervantes
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Maria Cervantes
Maria Cervantes is Vice President and Corporate Controller and serves as Kratos Defense & Security Solutions’ Principal Accounting Officer; she has held this role since May 2016 and is age 50 . She is a Certified Public Accountant with a BBA (Accounting) from the University of San Diego and previously worked at PwC as a Senior Auditor . Her biography emphasizes comprehensive knowledge of Kratos’ businesses and financial operations gained through her prior role as Director of Internal Audit (2012–2016) . She signs Company filings in the Principal Accounting Officer capacity (e.g., Q3 2025 Form 10‑Q) .
Company performance context relevant to executive pay-for-performance: 2024 revenue grew to $1.136B from $1.037B in 2023, Adjusted EBITDA grew to $105.7M from $95.4M, and operating cash flow was $49.7M; Kratos also ended FY2024 with record backlog of $1.445B and $1.354B bookings . Say‑on‑pay support remained strong (92.22% approval at the 2024 Annual Meeting for FY2023 compensation) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kratos Defense & Security Solutions | Director of Internal Audit | 2012–2016 | Built comprehensive knowledge of operations and financial processes |
| Science Applications International Corporation (SAIC) | Senior Manager, SOX & DCAA Compliance; Corporate General Accounting Manager | 2002–2012 | Public-company controls and government compliance experience |
| PricewaterhouseCoopers | Senior Auditor | Prior to 2002 | Audit and financial reporting foundation |
External Roles
No external directorships or outside public company board roles are disclosed in the proxy biography for Maria Cervantes .
Fixed Compensation
Kratos’ proxy discloses detailed compensation for named executive officers (NEOs); Maria Cervantes is not a NEO, and her individual base salary, target bonus, and actual bonus are not disclosed . Company‑wide practices for 2024 and 2025 included freezing most executive base salaries, with selective increases for certain division presidents, and an emphasis on incentive‑based pay; CEO base salary was set at $1,000,000 for 2025, aligned to the 75th percentile of the peer group .
Performance Compensation
Company executive incentive design (as disclosed for NEOs and executive officers):
| Metric | Weighting | Target/Threshold | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Annual Incentive – Financial Metrics (corporate NEOs) | 60–75% of annual bonus; Consolidated Adjusted EBITDA >40% of financial metrics | 90% of consolidated Adjusted EBITDA must be met to earn any consolidated financial payout | Based on profitability, growth, backlog/bookings, gross margins, etc. | Annual cash bonus |
| Annual Incentive – Financial Metrics (operational NEOs) | BU Adjusted EBITDA 30% + consolidated Adjusted EBITDA 10% (>50% of BU financial metrics) | 90% of BU Adjusted EBITDA must be met to earn any BU or consolidated financial payout | BU and consolidated performance mix | Annual cash bonus |
| Annual Incentive – Non‑Financial Objectives | 25–40% of annual bonus | Objective‑based goals tied to strategic plan | Discretion tied to execution achievements | Annual cash bonus |
| Long‑Term Equity – Performance RSUs | ~50% of LTI grants (target) | Threshold: +10% Adjusted EBITDA growth vs baseline; Full: +30% growth | 33.3% of PSUs vest for each +10% Adjusted EBITDA; measured over 5 years | May vest annually if goals met within five years |
| Long‑Term Equity – Time‑Based RSUs | ~50% of LTI grants (target) | N/A | N/A | Vests ratably over 5 years |
Notes:
- Kratos emphasizes a 50/50 performance/time‑based RSU mix for executive officers, linking equity vesting directly to multi‑year Adjusted EBITDA growth .
- Individual award sizes for Maria Cervantes are not disclosed; design features apply across executive cohorts .
Equity Ownership & Alignment
- Anti‑hedging and anti‑pledging: Kratos prohibits any hedging or pledging transactions in Company securities by directors and executive officers, reducing misalignment risks and potential leverage‑driven selling pressure .
- Stock ownership guidelines: CEO guideline remains 5× base salary; guidelines for other executives are not disclosed in the proxy .
- Beneficial ownership: Maria’s individual share ownership, vested/unvested breakdown, and options status are not disclosed in the proxy’s ownership tables (tables cover NEOs and directors) .
- Clawback: Incentive compensation recoupment policy updated in 2023 to comply with SEC Rule 10D‑1 and NASDAQ rules; applies to executive officers .
Employment Terms
| Term | Company Policy / Practice | Details |
|---|---|---|
| Change‑of‑Control (COC) – Equity | Double trigger | New equity awards require both a COC event and a specified common stock closing price increase from grant date for accelerated vesting, subject to applicable employment/COC agreements |
| COC – Tax Gross‑Ups | None in new/renewed agreements | Commitment not to enter into new agreements containing excise tax gross‑ups; remove such provisions upon renewal or material amendment |
| Clawback | Incentive compensation recoupment | Recovery of cash and equity incentives if financials are restated for material noncompliance; broader than SOX; aligned to Rule 10D‑1 |
| Insider Trading Policy | Restrictions on trading when in possession of MNPI | Policy filed as Exhibit 19.1 to FY2024 10‑K; designed to ensure compliance with insider trading laws and NASDAQ rules |
Specific employment agreement terms (e.g., severance multiples, non‑compete, garden leave) for Maria Cervantes are not disclosed in the proxy .
Performance & Track Record
Company operational and financial progress relevant to pay-for-performance:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Billions) | $1.037 | $1.136 |
| Adjusted EBITDA ($USD Millions) | $95.4 | $105.7 |
| Operating Cash Flow ($USD Millions) | — | $49.7 |
| Backlog ($USD Billions, year‑end) | — | $1.445 |
| Bookings ($USD Billions, LTM) | — | $1.354 |
KTOS share price at fiscal year end:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Share Price (USD) | $10.32 | $20.29 | $26.52 |
Say‑on‑Pay:
| Metric | 2024 AGM |
|---|---|
| Approval % (FY2023 compensation) | 92.22% |
Compensation Peer Group (Benchmarking)
| Peer Companies (2024 Program) |
|---|
| AAR Corp.; Aerojet Rocketdyne Holdings, Inc.; AeroVironment, Inc.; Barnes Group, Inc.; Comtech Telecommunications Corp.; Ducommun Incorporated; Hexcel Corporation; Kaman Corporation; Mercury Systems, Inc.; Palantir Technologies, Inc.; V2X (formerly Vectrus, Inc.); VSE Corporation |
Related Party Transactions & Governance Signals
- No related party transactions requiring Item 404 disclosure in FY2024; Audit Committee reviews potential related party transactions per charter .
- Compensation Committee practices include eliminating excise tax gross‑ups, maintaining double‑trigger COC vesting, and enforcing anti‑hedging/pledging policies .
Investment Implications
- Alignment: Executive LTI structure ties vesting to multi‑year Adjusted EBITDA growth with explicit thresholds, and time‑based RSUs vest over five years, creating multi‑year alignment mechanisms and retention hooks across the executive cohort .
- Selling pressure: Hedging/pledging prohibitions reduce risk of collateral‑driven forced selling; individual Form 4 activity for Maria is not disclosed in available proxy materials, limiting direct assessment of near‑term selling pressure .
- Governance: Strong say‑on‑pay support (92.22%) and no related party transactions disclosed help mitigate governance overhangs; clawback policy aligned to Rule 10D‑1 enhances accountability for financial reporting .
- Performance backdrop: With revenue and Adjusted EBITDA growth in 2024 and record backlog, the pay‑for‑performance framework appears calibrated to financial outcomes that historically have been achieved, though Maria’s specific award levels and ownership remain undisclosed, constraining precision in assessing her personal incentive sensitivity .