Karman names Jon Rambeau as new CEO
Karman Holdings Inc. is implementing a planned CEO transition, with long-time Chief Executive Officer Tony Koblinski retiring from the role on March 23, 2026 and remaining on the board.
Rhea-AI Filing Summary
Karman Holdings Inc. is implementing a planned CEO transition, with long-time Chief Executive Officer Tony Koblinski retiring from the role on March 23, 2026 and remaining on the board. The board has appointed veteran defense executive Jonathan “Jon” Rambeau as the new CEO, bringing more than 30 years of experience at L3Harris and Lockheed Martin.
Rambeau’s employment agreement provides an annual base salary of $975,000, a target annual cash bonus equal to 150% of salary, and 2026 equity awards targeting at least $7,000,000. He will also receive a one-time RSU grant valued at $6,500,000 that vests after three years, plus customary severance protections, non-compete and non-interference covenants, and an indemnification agreement.
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Insights
Karman discloses a planned CEO handoff with robust pay and protections.
Karman is shifting from founder-style leadership to an externally recruited defense industry veteran. Tony Koblinski retires as CEO but stays on the board, supporting continuity while Jon Rambeau assumes the top role with extensive experience at L3Harris and Lockheed Martin.
Rambeau’s package—$975,000 base salary, a target bonus of 150% of salary, at least $7,000,000 in 2026 equity, and a $6,500,000 one-time RSU grant—signals the board’s focus on aligning incentives with long-term value. Severance of 150% of salary plus target bonus and change-in-control vesting are standard for a large-company CEO but do increase potential downside cost if performance disappoints.
Non-compete and non-interference covenants for 18 months after employment, along with confidentiality obligations, help protect Karman’s intellectual property and customer relationships. Future filings and earnings updates will show how effectively Rambeau converts his sector background into execution on Karman’s growth and acquisition strategy.
8-K Event Classification
FAQ
What leadership change did Karman Holdings (KRMN) announce in this 8-K?
Who is Jon Rambeau, the new CEO of Karman Holdings (KRMN)?
What are the key compensation terms in Jon Rambeau’s employment agreement with Karman?
What severance protections does Jon Rambeau have as Karman’s CEO?
Does Tony Koblinski remain involved with Karman Holdings after retiring as CEO?
What restrictive covenants apply to Jon Rambeau under his Karman agreements?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2026, Karman Holdings Inc. (the “Company”) announced that Anthony Koblinski, its current Chief Executive Officer (“CEO”) and a member of the Board of Directors of the Company (the “Board”), will retire from his role as CEO of the Company effective March 23, 2026. Mr. Koblinski will continue to serve as a member of the Board. Mr. Koblinski’s retirement is not due to any disagreement with the Company.
The Company also announced that, on March 6, 2026, the Board approved the appointment of Jonathan “Jon” Rambeau as the CEO, effective on March 23, 2026.
Mr. Rambeau brings over 30 years of experience in the defense industry having previously served as the President of the Communications & Spectrum Dominance segment at L3Harris Technologies (“L3Harris”) since January 2026. In this role, he was responsible for the business strategy, financial performance and growth of the segment, which included an extensive portfolio of solutions including communications and networking, electronic warfare, threat sensing and targeting, and integrated vision technologies. Mr. Rambeau joined L3Harris in 2022 and previously served as President of the Integrated Mission Systems segment comprised of air special missions, sensor systems, autonomy and maritime solutions.
Before joining L3Harris, Rambeau held various leadership roles across business and program management, technology, engineering and operations during 26 years with Lockheed Martin, including as Vice President and General Manager of Integrated Warfare Systems and Sensors, where he led missile defense, radar, shipbuilding, directed energy and combat system integration programs; Vice President of C6ISR, where he managed undersea, cyber, electronic warfare and command and control capability delivery; Vice President and General Manager of Training and Logistics Solutions, where he integrated training and sustainment solutions with platforms; and Vice President of F-35 International Programs, where he successfully delivered the first international aircraft to the United Kingdom and expanded the program into key markets.
Mr. Rambeau holds a Bachelor of Science degree in mechanical engineering from Drexel University and a Master of Science in technology management from the Wharton School and the University of Pennsylvania’s College of Engineering and Applied Science.
Rambeau Employment Agreement
In connection with his hiring, Mr. Rambeau entered into a written employment agreement with Karman Space & Defense, LLC, a wholly owned subsidiary of the Company, pursuant to which Mr. Rambeau will serve as CEO of the Company. For ease of reference, this disclosure refers to Mr. Rambeau’s employment with the Company.
Pursuant to the employment agreement, Mr. Rambeau is entitled to an annual base salary of not less than $975,000 and is eligible to earn an annual cash incentive with a target opportunity equal to 150% of base salary based on corporate and individual performance objectives established by the Board; for 2026, his annual bonus will be not less than 150% of base salary and will not be prorated. Subject to the approval of the Board, Mr. Rambeau will also be eligible to receive annual equity awards that are subject to a combination of performance-based vesting conditions based on corporate and individual performance goals and time-based vesting conditions over a three-year period. For 2026, Mr. Rambeau will be eligible to receive an equity award with a target grant date value of at least $7,000,000. In connection with his hiring, Mr. Rambeau will also receive a one-time restricted stock unit (“RSU”) grant with a grant date value of $6,500,000 that vests in full on the third anniversary of his commencement date, subject to his continued employment. Mr. Rambeau is also entitled to reimbursement of reasonable expenses, including relocation expenses and up to $50,000 for legal expenses incurred in connection with the negotiation of the terms of his employment with the Company.
Mr. Rambeau’s employment agreement also provides him with the opportunity to receive certain post-employment payments and benefits in the event of certain types of termination of his employment. Upon a termination of Mr. Rambeau’s employment by the Company without “cause” or by Mr. Rambeau for “good reason” (in each case, as defined in the employment agreement), subject to Mr. Rambeau’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates and his continued compliance with applicable restrictive covenants, Mr. Rambeau will be entitled to (i) cash severance equal to 150% of the sum of base salary and target annual bonus, payable over the 18-month period following the termination date, (ii) accelerated vesting of any unvested portion of the one-time RSU grant and (iii) if such termination occurs within 12 months following a “change in control” (as defined in the employment agreement), accelerated vesting of outstanding unvested equity awards.
Mr. Rambeau also entered into a Restrictive Covenant Agreement that subjects him to customary restrictive covenants, including confidentiality restrictions that apply during his employment and indefinitely thereafter, a covenant not to compete during his employment and for a period of 18 months thereafter and a non-interference covenant while employed with the Company and for a period of 18 months thereafter.
The foregoing description of the employment agreement and restrictive covenant agreement does not purport to be complete and is qualified in its entirety by reference to the text of the employment agreement and restrictive covenant agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
The Company has also entered into an indemnification agreement with Mr. Rambeau. For more information, see the full text of the indemnification agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
There is no arrangement or understanding between Mr. Rambeau and any other person pursuant to which he was appointed as selected to serve as CEO and there are no family relationships between Mr. Rambeau and any director or executive officer of the Company. There are no transactions between Mr. Rambeau or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01 | Other Events. |
On March 12, 2026, the Company issued a press release relating to the matters described above in Item 5.02, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and the Exhibit 99.1 shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, nor shall it be deemed incorporated by reference into any reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Employment Agreement, dated March 6, 2026, by and between Karman Space & Defense, LLC and Jonathan P. Rambeau | |
| 10.2 | Restrictive Covenant Agreement, dated March 6, 2026, by and between Karman Space & Defense, LLC and Jonathan P. Rambeau | |
| 10.3 | Indemnification Agreement, dated March 6, 2026, by and between Karman Holdings Inc. and Jonathan P. Rambeau | |
| 99.1 | Press Release of Karman Holdings Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
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.
| Karman Holdings, Inc. | ||
| By: | /s/ Mike Willis | |
| Mike Willis | ||
| Chief Financial Officer | ||
Date: March 12, 2026
Exhibit 99.1
|
PRESS RELEASE |
Karman Space & Defense Names Jon Rambeau as Chief Executive Officer to Lead Company’s Next Phase of Growth
| • | Karman’s Board selects proven defense leader Jon Rambeau, former president, Communications & Spectrum Dominance for L3 Harris Technologies, as CEO, effective March 23, 2026 |
| • | CEO Tony Koblinski to retire from management role; will continue to serve as Director |
HUNTINGTON BEACH, Calif., March 12, 2026 – Karman Space & Defense (“Karman”, “Karman Holdings, Inc.” or “the Company”) (NYSE: KRMN), a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space, today announced a transition in leadership to drive its next phase of growth, with Chief Executive Officer Tony Koblinski retiring after a successful 40-year career in leadership and Jon Rambeau assuming the CEO position effective March 23, 2026.
Rambeau is a 30-year, proven defense leader with a track record of driving results through innovation and technology – pushing the boundaries of what’s possible to solve complex problems for our nation and allies around the globe. He has held C-suite and senior executive roles with two of the world’s top defense contractors, most recently as president of the $8 billion Communications & Spectrum Dominance segment for L3Harris Technologies, a disruptive innovator in the global defense ecosystem. In this role, he led an extensive portfolio that included electronic warfare, advanced communications, threat sensing and targeting, and integrated vision systems. He served previously as the president for the $7 billion Integrated Mission Systems segment.
Prior to his time with L3Harris, Rambeau spent more than 25 years at Lockheed Martin, where he held senior executive roles across a broad spectrum of defense capabilities. He served as Vice President and General Manager of Integrated Warfare Systems and Sensors, where he led missile defense, radar, shipbuilding, directed energy and combat system integration programs; Vice President of C6ISR, overseeing undersea, cyber, electronic warfare and command and control capability delivery; Vice President and General Manager of Training and Logistics Solutions, where he championed innovative solutions for live, virtual and constructive training; Vice President of F-35 International Programs; and Vice President for Technology Transition, where he advanced cutting-edge directed energy and nanoscale material technologies from the lab into customer capabilities.
Karman CEO Transition - 2
“The Board conducted a rigorous search for a CEO who can lead Karman through this next period of significant growth, where we will continue to leverage advanced technology, scale and our position as a trusted partner to solve critical supply chain challenges for the Department of War and commercial space customers,” said David Stinnett, chairman of Karman’s board of directors. “Jon emerged as the clear and unanimous choice to lead Karman, with the right combination of experience, capabilities and a passion for innovation to drive continued profitable growth.”
“Tony Koblinski led Karman on an incredibly successful growth trajectory since its founding in 2020, culminating in its IPO, four subsequent acquisitions, and its position as a trusted partner by more than 80 customers across both space and defense markets,” Stinnett added. “We thank Tony for his relentless commitment to Karman, our customers, and our shareholders, and we look forward to his continued contribution as a director on our board.”
“I am honored and humbled to assume the role of CEO, and lead the company through its next phase of growth,” said Rambeau. “This is a unique opportunity to enable the success of every space and defense prime, from long-established industry leaders to a broad spectrum of new entrants, leveraging Karman’s technology-forward capabilities and innovative team.
“I look forward to working collaboratively with Karman’s employees and leadership to maintain our trajectory of profitable growth, manufacturing capacity expansion, and consistently delivering customer value. At a moment when rapid solution delivery is critical to the nation, Karman remains positioned to respond. I’m grateful to Karman’s board for their confidence in me, and for Tony’s years of dedicated service that have brought the company to this market-leading position.”
“I could not be prouder of the Karman team and what we have accomplished in such a short time,” said Koblinski. “With a deep and capable leadership bench supporting him, Jon has the experience, people and the infrastructure to continue creating significant shareholder value.
“After more than 40 years of business leadership, I look forward to spending more time with my family while still supporting Karman’s success as a director. I am confident in Jon’s ability to lead Karman and in the Karman team’s relentless dedication to supporting our customers’ success.”
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Rambeau holds a Bachelor of Science degree in mechanical engineering from Drexel University and a Master of Science in technology management from the Wharton School and the University of Pennsylvania’s College of Engineering and Applied Science.
ABOUT KARMAN SPACE & DEFENSE
Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space. Building on nearly 50 years of success, we deliver Payload & Protection Systems, Hydro/Aerodynamic Interstage Systems, and Propulsion & Launch Systems to more than 80 prime contractors supporting more than 130 space and defense programs. Karman is headquartered in Huntington Beach, Calif., with multiple facilities across the United States. For more information, visit our website, www.karman-sd.com
Safe Harbor Statement
This announcement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. These statements are based on and reflect our current expectations, estimates, assumptions and/ or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of Karman, will prove to be correct or that any of our expectations, estimates or projections will be achieved.
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Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, that a significant portion of our revenue is generated from contracts with the United States military and U.S. military spending is dependent upon the U.S. defense budget; U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue; our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect our business, results of operations, prospects and financial condition; our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete; and we have in the past consummated acquisitions and intend to continue to pursue acquisitions, and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. Readers and/or attendees are directed to the risk factors identified in the filings we make with the SEC from time to time, copies of which are available free of charge at the SEC’s website at www.sec.gov under Karman Holdings Inc.
The forward-looking statements included in this announcement are only made as of the date of this announcement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.
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Contacts
Investor inquiries:
Steven Gitlin
investors@karman-sd.com
Media inquiries:
press@karman-sd.com
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