KBR (NYSE: KBR) outlines severance and change-in-control terms for new CFO

Rhea-AI Filing Summary

KBR, Inc. filed an amended report to update details about the compensation arrangements for its incoming Chief Financial Officer, Shad E. Evans. He is scheduled to assume the CFO role effective January 5, 2026.

On October 22, 2025, Mr. Evans entered into a severance and change-in-control agreement based on a previously filed standard form. The agreement outlines severance benefits before a change in control, double-trigger benefits if his employment ends on or after a change in control, and protections in cases of death, disability, or retirement.

The agreement also includes customary confidentiality, noncompetition, and nonsolicitation covenants, a mandatory arbitration provision, and a clawback that permits KBR to recover benefits paid if, within two years of his termination, the company determines that his employment could have been terminated for cause.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

KBR, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33146

20-4536774

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

601 Jefferson Street

Suite 3400

Houston,

Texas

77002

(Address of principal executive offices)

Registrant's telephone number including area code: (713) 753-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which listed
Common Stock, $0.001 par value			KBR			New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.02(c) of the Current Report on Form 8-K dated September 24, 2025, and filed on the same day (the “Original Form 8-K”) to reflect certain compensatory matters that were determined subsequent to filing the Original Form 8-K.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Officers.

As previously disclosed, Shad E. Evans will assume the position of Chief Financial Officer (“CFO”) of KBR, Inc. (“KBR”), effective January 5, 2026.

In connection with Mr. Evans’ appointment as CFO, on October 22, 2025, Mr. Evans entered into a severance and change-in-control agreement (the “Agreement”), a form of which was previously filed as Exhibit 10.54 to KBR’s Annual Report on Form 10-K for the year ended December 31, 2020. The following summary of the terms of the Agreement is qualified in its entirety by reference to Exhibit 10.54.

The Agreement provides for (i) severance termination benefits (prior to a change in control), (ii) double-trigger change-in-control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. The Agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the Agreement contains a clawback provision that allows KBR to recover any benefits paid under the Agreement if KBR determines within two years after Mr. Evans’ termination of employment that his employment could have been terminated for cause.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						KBR, INC.
October 22, 2025						/s/ Sonia Galindo
						Sonia Galindo
						Executive Vice President, General Counsel & Corporate Secretary

FAQ

What does KBR (KBR) disclose in this 8-K/A amendment?

KBR updates prior disclosure to describe the severance and change-in-control agreement for incoming CFO Shad E. Evans. The filing focuses on his termination benefits, change-in-control protections, and related covenants, clarifying terms that were decided after the original report was filed.

When will Shad E. Evans become CFO of KBR (KBR)?

Shad E. Evans is scheduled to assume the role of Chief Financial Officer of KBR effective January 5, 2026. This timing was previously disclosed, and the amendment centers on his contractual protections and benefits tied to that executive appointment, rather than changing the effective date itself.

What types of benefits are included in the KBR (KBR) CFO agreement?

The agreement provides severance termination benefits before a change in control, double-trigger change-in-control benefits if termination occurs on or after a change in control, and death, disability, and retirement benefits. These provisions are designed around a standard form agreement previously filed with KBR’s annual report.

What restrictive covenants apply to KBR (KBR) CFO Shad E. Evans?

The agreement includes customary confidentiality, noncompetition, and nonsolicitation covenants for Shad E. Evans. It also requires mandatory arbitration for covered disputes, aligning his executive protections and obligations with KBR’s existing template for senior leadership employment arrangements previously filed as an exhibit.

How does the clawback provision work in KBR’s (KBR) CFO agreement?

The clawback provision allows KBR to recover benefits paid under the agreement if, within two years after Mr. Evans’ employment ends, the company determines his employment could have been terminated for cause. This gives KBR a post-termination mechanism to reassess and reclaim severance benefits.

Is the KBR (KBR) CFO agreement tied to a change in control?

Yes. The agreement separates severance benefits before a change in control from double-trigger benefits on or after a change in control. Double-trigger means enhanced protections apply only if a change in control occurs and Mr. Evans then experiences a qualifying termination, according to the summarized terms.