Karman Holdings (KRMN) gives new CFO 300% equity target
Rhea-AI Filing Summary
Karman Holdings Inc. (KRMN) announced a planned chief financial officer transition. Chris Boynton has been appointed Executive Vice President and Chief Financial Officer, with his employment beginning on September 14, 2026. Current CFO Mike Willis will step down as CFO on the same date and depart by year-end following a phased transition.
Under his offer letter, Boynton will receive an annual base salary of $750,000, a $500,000 one-time sign-on bonus, and is eligible for an annual cash incentive with a target of 100% of base salary and a stretch target of 150% of base salary, with the 2026 bonus prorated from his start date. Beginning in 2027, subject to board approval, he will be eligible for annual equity awards under the long-term incentive plan with a target grant-date value equal to 300% of base salary. His initial 2026 long-term incentive grant will be 37,860 shares, delivered 70% in performance stock units and 30% in restricted stock units.
The offer letter provides severance protections: upon a qualifying termination without cause or for good reason, Boynton is entitled to cash severance equal to 100% of base salary plus target bonus, paid over 12 months, subject to a release and restrictive covenants. If such a termination occurs within 12 months after a change in control, he is entitled to cash severance equal to 18 months of base salary, payable in a lump sum, plus 100% of target annual bonus. The company stated there are no related-party transactions or family relationships requiring disclosure.
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FAQ
What executive leadership change did Karman Holdings Inc. (KRMN) announce?
What is the compensation package for new CFO Chris Boynton at KRMN?
What equity incentives will Karman Holdings (KRMN) grant to the new CFO?
What severance terms does Karman Holdings (KRMN) provide to the new CFO?
When did Karman Holdings (KRMN) announce its CFO transition and where?
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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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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. |
Change in Chief Financial Officer
On August 26, 2026, Karman Holdings Inc. (the “Company”) announced that Chris Boynton has been appointed to serve as the Executive Vice President and Chief Financial Officer of the Company. Mr. Boynton will begin his employment with the Company on September 14, 2026. The Company also announced that Mike Willis, current Chief Financial Officer, will step down from his role as CFO of the Company effective September 14, 2026, and will depart from the Company by year-end, following a phased transition period.
Mr. Boynton, age 54, has more than 20 years of senior financial leadership experience in the aerospace and defense industry. Mr. Boynton joined Karman from Battelle, where he served as Executive Vice President and Chief Financial Officer from 2023 until joining Karman in September 2026. Prior to his service with Battelle, he served in leadership roles of increasing responsibilities with RTX Corporation (formerly Raytheon Technologies Corporation) (NYSE: RTX) after joining Raytheon in 2003. Most recently, he was Chief Financial Officer in Raytheon’s Missiles & Defense division. Prior to that, Mr. Boynton served as Vice President for Raytheon’s Enterprise Services organization and Senior Director of Corporate Financial Planning and Analysis. He began his tenure at Raytheon as the Senior Financial Analyst for the Integrated Defense Systems division. Mr. Boynton holds a master’s degree in finance from Suffolk University and a bachelor’s degree in political science from the University of New Hampshire and is a CFA Charterholder. Mr. Boynton’s experience in the aerospace and defense industry spans finance, capital allocation, mergers and acquisitions, investor relations, shared services, procurement and strategic planning.
Boynton Offer Letter
In connection with his hiring, Mr. Boynton entered into an offer letter with the Company, pursuant to which Mr. Boynton agreed to serve as Executive Vice President and Chief Financial Officer of the Company beginning on September 14, 2026. Pursuant to the offer letter, Mr. Boynton is entitled to an annual base salary of $750,000 and a one-time sign-on bonus of $500,000, subject to applicable tax withholding. Mr. Boynton is also eligible to earn an annual cash incentive with a target opportunity equal to 100% of base salary and a stretch performance target opportunity of 150% of base salary based on corporate and individual performance objectives established by the Board of Directors of the Company (the “Board”). For calendar year 2026, Mr. Boynton’s annual bonus will be prorated from his start date, subject to his continued employment through the applicable payment date. Subject to the approval of the Board, Mr. Boynton will also be eligible to receive annual equity awards under the Company’s long-term incentive plan (“LTIP”) beginning in 2027, with an annual grant-date target value equal to 300% of his base salary. The type of equity award and applicable terms and conditions will be determined by the Board in its discretion. His initial 2026 LTIP grant will be 37,860 shares of Karman Holdings Inc., delivered 70% in performance stock units and 30% in restricted stock units and will follow the 2026 annual grant methodology and vesting schedule employed for senior executives. Mr. Boynton is also entitled to reimbursement of reasonable expenses, including relocation expenses.
Mr. Boynton’s offer letter 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. Boynton’s employment by the Company without “cause” or by Mr. Boynton for “good reason” (in each case, as defined in the offer letter), subject to Mr. Boynton’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. Boynton will be entitled to cash severance equal to 100% of the sum of base salary and target annual bonus, payable over the 12-month period following the termination date. If such termination occurs within 12 months following a “change in control” (as defined in the offer letter), Mr. Boynton will be entitled to cash severance equal to 100% of the sum of base salary for a period of 18 months, payable in a lump sum, and 100% of the target annual bonus.
The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the text of the offer letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There is no arrangement or understanding between Mr. Boynton and any other person pursuant to which he was appointed as selected to serve as CFO and there are no family relationships between Mr. Boynton and any director or executive officer of the Company. There are no transactions between Mr. Boynton 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 | Regulation FD Disclosure |
On August 26, 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 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 | Offer Letter, dated August 19, 2026, by and between Karman Space & Defense, LLC and Chris Boynton | |
| 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. | ||||||
| Date: August 27, 2026 | By: | /s/ Jon Rambeau | ||||
| Jon Rambeau Chief Executive Officer | ||||||
Exhibit 99.1
|
PRESS RELEASE |
Karman Space & Defense Announces Planned CFO Transition
| • | Chris Boynton to join Karman as new Executive Vice President and Chief Financial Officer on September 14 |
| • | Current CFO Mike Willis to transition following successful IPO and 18 months of positive momentum as a public company |
HUNTINGTON BEACH, Calif. Aug. 26, 2026 - Karman Space & Defense (“Karman”, “Karman Holdings, Inc.” or “the Company”) (NYSE: KRMN) today announced that Chris Boynton will join Karman as Chief Financial Officer, effective September 14. Current CFO Mike Willis will depart Karman following a phased transition process, by year-end. This transition is the result of deliberative succession planning process by Karman leadership as the Company continues to grow and expand following its February 2025 Initial Public Offering (IPO).
“Chris is a dynamic financial leader whose capabilities and broad experience are well aligned with Karman’s growing business and expanding footprint,” said Jon Rambeau, Karman’s Chief Executive Officer. “His extensive public company experience, coupled with several years as CFO for a major U.S. Government contractor, have prepared him well to be the right leader, at the right time, to take Karman to the next level.”
“We appreciate Mike’s many contributions to Karman over the past four years. During his tenure, Mike built our current finance organization, completed the financial integration of multiple acquisitions, and led the finance team through our IPO and first 18 months as a public company,” Rambeau continued, “I have valued Mike’s collaboration and partnership as we have worked through this transition plan together.”
“I am excited to join Karman at a time when the company is seeing generational demand across all end markets,” said Chris Boynton. “I look forward to working with Jon and the Karman leadership team to unlock the full potential of the portfolio.”
As Executive Vice President and Chief Financial Officer of Battelle since 2023, Chris spearheaded a comprehensive modernization of the global finance organization, driving a significant reduction in corporate overhead, deploying advanced enterprise forecasting capabilities and managing a substantial investment portfolio. During his more than 20-year career with RTX (NYSE: RTX) he held multiple senior executive financial roles. Most recently, he served as CFO of Raytheon Missiles & Defense, a multi-billion dollar business unit with thousands of employees. Previously, he led financial operations for a multi-billion dollar shared services organization as Vice President & CFO of RTX Enterprise Services.
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Karman CFO Release Aug 2026 - 2
“It has been a privilege to be part of Karman’s transformation over the past four years and to help lead the Company through its IPO and transition to the public markets,” said Willis. “I am incredibly proud of what our team has accomplished and believe Karman is well positioned for continued success. I look forward to working closely with Jon, Chris and the team to ensure a seamless transition.”
ABOUT KARMAN SPACE & DEFENSE
Karman Space & Defense is a leader in the rapid design, development, and production of critical, next-generation systems that align with the core mission priorities of the U.S. Department of War and its allies and meet the 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 150 prime contractors supporting 150 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. In particular, these statements include, without limitation, statements regarding the timing of the CFO transition, our expected future business, operational footprint and financial performance, expectations regarding growth drivers for our business and our ability to drive shareholder value. 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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Karman CFO Release Aug 2026 - 3
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 we it 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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