Marie Mendoza
KRATOS DEFENSE & SECURITY SOLUTIONSAbout Marie Mendoza
Marie Mendoza is Senior Vice President and General Counsel of Kratos Defense & Security Solutions (KTOS), serving in this role since December 2015 after joining Kratos as Senior Corporate Attorney in December 2011. She is 52 years old as disclosed in the 2025 proxy, with a B.A. in Political Science, cum laude, and a J.D. from UCLA School of Law . Mendoza’s remit includes legal, ethics and compliance oversight; Kratos’ compensation framework emphasizes pay-for-performance with long-term RSUs tied to Adjusted EBITDA growth, aligning management incentives with shareholder returns and profitability expansion . Company-level governance highlights include a formal clawback policy, anti-hedging and anti-pledging prohibitions, and double-trigger change-of-control conditions on new equity grants—indicators of disciplined risk and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kratos Defense & Security Solutions | Senior Corporate Attorney | Dec 2011–Dec 2015 | Built internal legal capability across contracts, labor, disputes, governance |
| Burke, Williams & Sorensen, LLP | Partner | 2002–2006 | Led matters across contract negotiation, employment, construction, governance |
| GCR, LLP (San Diego) | Partner | 2006–2011 | Represented public agencies and commercial companies; trademarks, leases, disputes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of California, Los Angeles | Education (B.A. Political Science, cum laude; J.D.) | N/A | Legal training and credentials underpin GC role |
Fixed Compensation
- Not disclosed in public filings; Mendoza is an executive officer but not a named executive officer (NEO), and her base salary and cash bonus data are not included in KTOS’s Summary Compensation Tables .
Performance Compensation
- Kratos’ executive LTI design for named executive officers is 50% time-based RSUs vesting ratably over five years and 50% performance-based RSUs that vest 33.3% for each 10% increase in Adjusted EBITDA over a five-year performance period; new grants include double-trigger change-of-control provisions (subject to applicable agreements). Mendoza’s specific grant sizes/metrics are not disclosed, but her insider filings confirm ongoing equity holdings .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA Growth (Company LTI design for NEOs) | 50% of RSUs at target | 33.3% vest for each 10% EBITDA increase over 5 years | Not disclosed for Mendoza | Not disclosed for Mendoza | Annual vesting upon goal attainment within 5-year window |
| Time-based RSUs (Company LTI design for NEOs) | 50% of RSUs at target | N/A | N/A | N/A | Ratable over 5 years |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging policy applies to directors and executive officers, reducing misalignment risk .
- Clawback policy updated in 2023 to meet SEC Rule 10D-1/Nasdaq requirements .
| Date | Shares Beneficially Owned | Breakdown | Notes |
|---|---|---|---|
| Aug 15, 2025 | 63,357 | Includes ~2,144 ESPP and ~14,220 in 401(k) | Reported via Form 4; sales of 2,000 shares under 10b5-1 plan adopted Mar 17, 2025 |
| Sep 15, 2025 | 61,943 | Not broken out in filing summary | Company IR Form 4 archive |
| Recent Insider Transactions (Selected) | Shares | Price/Notes | Plan |
|---|---|---|---|
| Sale (Aug 15, 2025) | 2,000 | $67.63–$69.38 | Under 10b5-1 adopted Mar 17, 2025 |
| Sale (Sep 15, 2025) | 1,408 | ~$69.45 | Subsequent sale reported |
| Sale (Oct 15, 2025) | 1,440 | ~$97.10 | Subsequent sale reported |
- Ownership as % of shares outstanding is not disclosed for Mendoza; total shares outstanding were 153,285,643 as of Mar 17, 2025 (Mendoza’s holdings are well below 1%) .
Employment Terms
- No individual employment, severance, or change-of-control agreement disclosures for Mendoza were found in the latest proxies; new equity awards at Kratos include double-trigger vesting on change of control, and company-level policies eliminate excise tax gross-ups in new/renewed agreements and enforce clawbacks .
Governance and Compensation Context
| Topic | Detail |
|---|---|
| Say-on-Pay Approval (2023 Meeting for FY22) | 91.2% approval (excluding abstentions and broker non-votes) |
| Say-on-Pay Approval (2024 Meeting for FY23) | 92.22% approval (excluding abstentions and broker non-votes) |
| Compensation Committee | Jarvis (Chair), Doorenbos, Hoglund; all independent; 4 formal meetings in 2024 |
| Audit Committee | Anderson (Chair), Boyd, Hoglund, Jarvis; independence affirmed; 7 meetings in 2024 |
| Related Party Transactions | None required to be disclosed for FY2024 |
| Insider Trading Policy | Filed as Exhibit 19.1 to FY2024 Form 10-K; applies to directors/officers/employees |
Track Record and Role Execution
- As Corporate Secretary, Mendoza signs SEC filings (e.g., Item 5.02 8-Ks for director changes), evidencing central governance oversight and process control .
- Legal and compliance reporting cadence includes quarterly updates to Audit Committee on ethics and compliance; GC reports directly at least annually—strong board visibility and oversight .
Investment Implications
- Alignment: Anti-hedging/anti-pledging and clawback policies plus double-trigger vesting on new equity grants point to robust alignment; Mendoza’s holdings are modest versus total shares outstanding, but consistent plan-based sales (10b5-1) limit discretionary signal value .
- Retention risk: Lack of disclosed individual severance/CoC terms suggests standard policy coverage without executive-specific economics; equity vesting cadence and RSU structure (company-wide design) support retention while tying payouts to profitability (Adjusted EBITDA growth) .
- Trading signals: Small, scheduled Form 4 sales under 10b5-1 and continued beneficial ownership indicate low near-term selling pressure; monitor ongoing filings for changes in plan adoption or larger block sales .
- Governance quality: High say-on-pay support (>90%) and independent committees with active oversight are positives for compensation discipline and risk management .