Stacey Rock

About Stacey Rock

Stacey Rock, age 57, is President of Kratos Turbine Technologies (KTT) and has led the division since February 2019; he holds BS and MS degrees in Aerospace Engineering (Auburn University; North Carolina State University) and is an aerodynamicist with 33+ years of experience in turbine engines, missiles/weapons, and hypersonics . During his tenure, KTOS delivered 2024 revenue of $1.136B (up from $1.037B in 2023) and Adjusted EBITDA of $105.7M (up from $95.4M), with year‑end stock rising to $26.52 from $20.29 in 2023, reflecting execution across unmanned systems, propulsion, and hypersonic programs . Rock’s division focus is directly tied to Kratos’ strategy of affordable, high‑performance propulsion at scale, including GE Aerospace collaboration and internally funded hypersonic/rocket motor programs .

Past Roles

External Roles

• No external public company directorships or committee roles disclosed for Stacey Rock in KTOS filings reviewed .

Fixed Compensation

• Stacey Rock is not a named executive officer (NEO) in KTOS’s 2025 proxy; individual base salary, target bonus %, and payout amounts are not disclosed for him .
• Company practice for executives: base salaries reviewed annually against peers; most executive base salaries remained frozen in 2024, with targeted increases where roles/scope changed; CEO base increased for 2025, illustrating market benchmarking and pay‑for‑performance emphasis .

Performance Compensation

KTOS executive incentive design (framework applicable company‑wide; specific to Rock not disclosed):

• Annual cash bonus is tied to rigorous financial and strategic goals with 90% minimum threshold for each financial metric; operational executives’ bonuses emphasize business unit performance .

Long‑term equity incentives (applies broadly; individual grant details for Rock not disclosed post‑2019):

• RSU mix targeted ~50% performance‑based, 50% time‑based; performance RSUs vest 33.3% for each 10% cumulative increase in Adjusted EBITDA within a 5‑year period; time‑based RSUs vest ratably over five years .
• New equity awards in 2024 include double‑trigger change‑of‑control vesting requiring both a change in control and a stock price condition; no new agreements with excise tax gross‑ups .

Equity Ownership & Alignment

Alignment policies:

• Anti‑hedging and anti‑pledging policy for directors/executive officers prohibits hedging and pledging of KTOS stock (reduces misalignment and collateral risk) .
• Clawback policy updated to align with SEC Rule 10D‑1/NASDAQ; incentive comp can be recouped upon restatements due to material noncompliance .

Note: Current total beneficial ownership, unvested/vested RSU breakdown, and any pledging/hedging elections beyond policy are not disclosed for Stacey Rock in the 2025 proxy .

Employment Terms

• No individual employment, severance, non‑compete/non‑solicit, or change‑of‑control agreement terms are disclosed for Stacey Rock in the 2025 proxy .
• Company‑wide equity award terms include double‑trigger change‑of‑control vesting on 2024 grants; excise tax gross‑ups excluded from new agreements; comprehensive clawback and anti‑hedging/pledging policies in force .

Performance & Track Record

• Propulsion growth and scaling: Kratos executed an MOU with GE Aerospace for affordable small engines (potential for UAS, collaborative combat aircraft, missiles); strategy includes sole‑source full‑scale engine production positioning for Kratos, replacing a prior JDA .
• Hypersonics and SRMs: Zeus 1/2 solid rocket motors completed successful flight (Oct 24, 2024); Erinyes hypersonic flight test (June 2024); subsequent $1.45B MACH‑TB 2.0 award if all options exercised over five years .
• Facility build‑out: KTOS announced a new Bristow, Oklahoma manufacturing site to produce GEK turbojet engines, scaling to up to five lines and initial output of ~500 engines annually, with Stacey Rock quoted on strategic importance of mass‑production for defense customers (occupancy mid‑2026; test cells operational 2027) .

Board Governance

• Stacey Rock is not a KTOS director; therefore, no board committee assignments, attendance, or independence status apply .

Director Compensation

• Not applicable; Rock is not a director .

Compensation Peer Group (benchmarking context)

• Peer set used to benchmark executive compensation includes AAR Corp., AeroVironment, Barnes Group, Comtech, Ducommun, Hexcel, Kaman, Mercury Systems, Palantir, V2X, VSE (market caps/revenues aligned to KTOS scale) .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 92.22% support (excluding abstentions and broker non‑votes), reflecting shareholder endorsement of pay‑for‑performance design emphasizing long‑term Adjusted EBITDA growth and high at‑risk equity mix .

Compensation Structure Analysis

• Clear shift toward performance‑based equity since 2020 (50% of RSUs performance‑based), increasing at‑risk compensation and alignment with profitability growth; performance RSUs vest only with ≥10% Adjusted EBITDA growth milestones over 5 years, making vesting meaningfully contingent and potentially deferring realizable value (limits short‑term windfalls) .
• Governance safeguards: no new excise tax gross‑ups; double‑trigger vesting; anti‑hedging/pledging; robust clawback—collectively mitigate shareholder‑unfriendly outcomes and align management incentives with long‑term value creation .

Risk Indicators & Red Flags

• Hedging/pledging: prohibited for executives—reduces alignment risk .
• Related party transactions: none requiring disclosure in 2024—low governance conflict signals .
• Option repricing/modification: company has not indicated option use in recent grants; current long‑term incentives are RSUs, with performance hurdles .

Equity Ownership & Alignment (Expanded)

• Stock ownership guidelines explicitly disclosed for CEO (5× base salary); no specific ownership guideline disclosed for Rock; compliance status not available .
• The stringent performance vesting for RSUs increases the likelihood of staggered vesting and reduced near‑term insider selling pressure; note, actual Form 4 activity for Rock in recent years is not available in the reviewed documents .

Employment Terms (Expanded)

• Individual terms for Rock (severance multiples, change‑of‑control triggers, non‑compete/non‑solicit) are not disclosed; company‑wide practice removes excise tax gross‑ups in new/renewed CIC agreements and applies double‑trigger equity vesting .

Investment Implications

• Alignment: Performance‑based RSUs tied to multi‑year Adjusted EBITDA growth, clawbacks, and anti‑pledging/hedging policies support strong investor alignment and reduce short‑term monetization risk .
• Retention/pressure: Five‑year vesting cadence and challenging EBITDA growth thresholds likely defer value realization, moderating near‑term selling pressure; absence of disclosed individual severance/CIC terms for Rock leaves change‑of‑control economics opaque, warranting monitoring in future proxies/8‑Ks .
• Execution: KTT’s propulsion scaling with GE Aerospace and hypersonics wins (MACH‑TB 2.0) anchor growth optionality; facility expansion timelines (2026–2027) suggest medium‑term capacity build and potential revenue capture aligned with KTOS’s 9–11% 2025 growth outlook and longer‑term acceleration .