Kirkland Donald
CENTRUS ENERGYAbout Kirkland H. Donald
Kirkland H. Donald (age 71) has served as an independent director of Centrus Energy (LEU) since 2021. A retired U.S. Navy Admiral and former Director of the Naval Nuclear Propulsion Program, he brings deep nuclear safety, operations, and government contracting expertise; he also chairs the board of Huntington Ingalls Industries (HII) and serves on Entergy’s board, among other roles . The LEU board affirmed his independence in March 2025; he serves on three key committees: Audit & Finance, Compensation, Nominating & Governance (CN&G), and Technology, Competition & Regulatory (TCRC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Nuclear-trained submarine officer; Director, Naval Nuclear Propulsion Program (dual-agency DoD/DOE) | 37 years; last assignment 8 years as Program Director | Led globally recognized reactor safety and reliability program for all U.S. nuclear-powered warships . |
| Systems Planning and Analysis, Inc. | President & CEO (post-retirement) | 2013–2015 | Oversaw government-focused analytics/consulting operations . |
External Roles
| Organization | Role | Committee Roles / Notes |
|---|---|---|
| Huntington Ingalls Industries, Inc. (HII) | Chairman of the Board | Personnel Committee; Cybersecurity Committee . |
| Entergy Corporation | Director | Finance Committee; Chairman of the Nuclear Committee; supports Audit Committee on cybersecurity matters . |
| Battelle (non-profit R&D) | Director | Chairman; Audit Committee member . |
| Rolls-Royce North America | Outside Director | Not specified . |
| Sauer Compressors USA | Outside Director | Not specified . |
| CyberCore Technologies (private) | Board (noted in 2024 proxy) | Supply chain security solutions (prior disclosure) . |
Board Governance
- Independence: The board determined Adm. Donald is independent (NYSE American standards) as of March 2025; all Audit & Finance and CN&G members are independent .
- Committee assignments: Audit & Finance (member), CN&G (member), TCRC (member). He is not a committee chair .
- Attendance and engagement: In 2024 the board held 12 meetings; all directors attended at least 75% of board and committee meetings; all directors except Mr. Rothrock attended the 2024 annual meeting (virtual) .
- Board leadership and risk oversight: Separate, independent Chairman (Mikel H. Williams); ERM overseen by full board with committee-specific risk coverage; Cyber Risk Committee was formed in 2024 (Donald is not a member) .
- CN&G practices: Uses Willis Towers Watson (WTW) as independent compensation consultant; CN&G verified consultant independence despite other actuarial work for the company .
- Interlocks: CN&G reported no compensation committee interlocks/insider participation for 2024 .
Fixed Compensation (Non-Employee Director Program)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $72,000 | Paid quarterly . |
| Committee membership retainer (each) | $10,000 | No retainer for Executive Committee . |
| Chair fees (incremental) | $15,000 (AFC), $15,000 (CN&G), $50,000 (TCRC), $15,000 (Cyber Risk), $100,000 (Board) | Not applicable to Donald (not a chair) . |
Non-employee director compensation received (FY2024):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kirkland H. Donald | $112,000 | $129,978.87 | $241,978.87 |
Program note: For the 2024–2025 term, the equity retainer increased to $130,000 (from $100,000 in the 2023–2024 term), signaling a higher equity alignment mix; cash retainer remained $72,000 .
Performance Compensation (Equity Grants to Directors)
Directors receive time-based RSUs (no performance conditions). 2024 grant details:
| Grant Date | Instrument | Units | Grant-Date FV ($) | Vest/Settle |
|---|---|---|---|---|
| 06/20/2024 | RSUs | 3,049 | 129,978.87 | 06/20/2025 (one-year vest/settle) . |
Program mechanics:
- RSU value set at grant ($42.63 close on 6/20/2024); vests and settles on June 20, 2025 .
Other Directorships & Interlocks
| External Company | Public? | Role | Potential Interlock Consideration |
|---|---|---|---|
| Huntington Ingalls Industries, Inc. | Public | Chairman | Defense shipbuilding; no LEU-related transactions disclosed in Centrus proxy . |
| Entergy Corporation | Public | Director; Chair of Nuclear Committee | Entergy is a nuclear utility and could be a potential industry customer; Centrus discloses no related-person transactions involving Donald . |
| Battelle | Non-profit | Chairman; Audit Committee | R&D non-profit; no related-person transactions disclosed . |
| Rolls-Royce North America; Sauer Compressors USA | Private | Outside Director | No related-person transactions disclosed . |
The proxy outlines a related-person transaction policy and specifically discloses a separate engagement with Director William J. Madia; no related-person transactions involving Adm. Donald are disclosed .
Expertise & Qualifications
- Nuclear/Defense: Led U.S. Naval Nuclear Propulsion Program; extensive nuclear safety and operations track record .
- Energy/Utilities: Director at Entergy; nuclear committee chair, finance committee experience .
- Government/Contracting: Significant DoD/DOE interface; post-retirement government services leadership .
- Cybersecurity oversight: Supports Entergy’s Audit Committee on cyber; governance exposure at HII and Battelle .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class A | Composition Detail |
|---|---|---|---|
| Kirkland H. Donald | 8,865 | <1% | Includes 3,049 RSUs vesting 06/20/2025; also includes 2,786 vested RSUs and 3,030 Class A shares; vested RSUs settle in shares upon end of service . |
Ownership alignment policies and safeguards:
- Director stock ownership guideline: ≥3x annual cash retainer; retain ≥50% of net shares until guideline met (applies to awards after 2021 adoption) .
- Hedging/pledging: Prohibited for directors, officers, employees under insider trading policy .
Governance Assessment
Key findings for investor confidence:
- Strong fit for LEU’s risk profile: Deep nuclear, government, and utility oversight credentials; serves on three critical board committees (AFC, CN&G, TCRC) .
- Independence and financial oversight: Independent status affirmed; “financially literate” for audit committee service (committee experts are Rothrock/Jonas), reinforcing oversight breadth .
- Engagement: Board/committee attendance at or above 75% threshold; present at virtual annual meeting (only Rothrock missed) .
- Pay design for directors: Mix of cash retainer plus one-year RSUs; 2024–2025 equity grant increased to $130k, enhancing alignment (no performance metrics for director equity) .
- Alignment policies: Stock ownership guidelines and strict anti-hedging/pledging help align incentives and reduce risk .
Potential watch items:
- External time commitments: Chairs HII and serves on multiple boards; while attendance thresholds are met, monitor ongoing capacity and committee workload .
- Industry interlock optics: Entergy is a nuclear utility and potential customer in Centrus’ ecosystem; no related-person transactions are disclosed, but continue monitoring for any transactions requiring recusal or review under the related-person policy .
Contextual governance signals:
- CN&G independence and use of independent consultant (WTW) with formal independence assessment .
- Company-wide clawback policy under SEC/NYSE rules and equity-plan recovery provisions (good governance hygiene) .
- Say-on-pay outcomes historically strong (98% in 2023; 99% in 2022), indicating broad shareholder support for compensation governance .