Manager, Legal Support - Board & Executive Compensation

Title:
Manager, Legal Support - Board & Executive Compensation

We are KBR

When you become part of our KBR team, your opportunities are endless. Through internal collaboration, and with our partners and customers, we're defining tomorrow's challenges, then providing the innovative solutions to overcome those challenges, always maintaining our commitment to Zero Harm and our Sustainability Platform.

In September 2025, we announced that we are spinning our Mission Technology Solutions business into a separate public company. This role would ultimately be part of that new company. Our Mission Technology Solutions business partners with governments and defense, intelligence, space, aviation, and critical infrastructure customers to deliver high-end engineering, science, technology, and mission support solutions. From national security and readiness to advanced research, cyber, logistics, and life-cycle sustainment, our teams help customers solve complex challenges in some of the world's most demanding environments. Whether supporting operations on the ground, at sea, in the air, or in space, our clients trust us to deliver mission-critical capabilities every day.

Working with us means being rewarded for your contributions. In addition to competitive benefits and professional development, our people are empowered to use all their potential, creating meaningful change for themselves and our clients. We attract the best minds in the world because our expertise thrives on creativity, resourcefulness and collaboration. That is how we supply our clients with cutting-edge solutions.

As the needs of the world change, we're ready to respond and guide the way forward with strategic, sustainable, and technological advancements grounded in more than a century of practical application and execution.

We Are Legal

We take on any legal or related task. Every day we work across many different jurisdictions and interface with many different cultures. Our versatility is reflected in our strong commercial awareness and ability to adapt to the circumstances at hand, to provide solid practical legal and commercially focused solutions.

About the Role

Reporting to the Vice President & Assistant Corporate Secretary - Corporate, Compliance & Sustainability, the Manager, Legal Support - Board & Executive Compensation serves as a key member of the Corporate, Compliance & Sustainability team, providing advanced legal and governance support for KBR's public company obligations. This role plays a critical part in ensuring the effective execution of corporate governance processes, securities compliance activities, executive compensation administration, and sustainability reporting. The position partners closely with senior leadership, the Board of Directors and its committees, internal stakeholders, external advisors, and outside counsel to support regulatory compliance and governance best practices.

This role combines technical expertise, project management, and operational excellence to help drive efficient and compliant governance processes across the organization. The successful candidate will serve as a trusted resource on matters related to SEC reporting, Board and committee administration, executive compensation programs, and corporate sustainability initiatives, while helping identify and implement process improvements and technology solutions that enhance effectiveness and scalability.

Key Responsibilities

SEC Reporting & Public Company Compliance

• Manage the preparation, coordination, production, and filing of the annual Proxy Statement, including drafting and editing content, supporting data collection, and coordinating contributions from internal and external stakeholders.
• Maintain Section 16 reporting compliance, including tracking beneficial ownership, preparing and filing Forms 3, 4, and 5, and administering EDGAR Next accounts.
• Draft, coordinate, and file Form 8-K current reports in partnership with internal stakeholders and outside counsel.
• Support the preparation of Forms 10-K and 10-Q by assisting with legal questionnaires, exhibit indexes, officer and director signatures, and outside counsel coordination.

Corporate Governance & Board Support

• Coordinate Board of Directors and committee governance activities, including preparing agendas, resolutions, unanimous written consents, meeting materials, and supporting documentation.
• Manage logistics and administration for Compensation Committee, Nominating, Governance & Sustainability Committee, and Sustainability & Technology Committee meetings.
• Administer Board and committee self-assessments, director skills assessments, attendance tracking, and governance-related reporting.
• Support the Annual Stockholder Meeting, including regulatory requirements, proxy distribution, shareholder communications, and virtual meeting coordination.
• Assist with director and officer onboarding activities, maintain governance records, and prepare executive and director biographies.
• Administer director compensation programs, including equity awards, cash retainers, dividend equivalents, ownership tracking, and deferred compensation arrangements.
• Support insider trading compliance processes, including preclearance requests and coordination with stock plan providers.
• Maintain accurate corporate records, governance documentation, and website governance disclosures.
• Support SOX compliance efforts by administering and certifying corporate governance-related controls.

Executive Compensation & Equity Administration

• Assist with the preparation and administration of executive offer letters and employment-related agreements, including severance, retention, release, and change-in-control arrangements.
• Support annual and off-cycle equity and incentive compensation programs, including grant documentation, payout calculations, ownership tracking, and guideline monitoring.
• Assist with the administration and legal support of stock plans, employee stock purchase plans, qualified and non-qualified benefit plans, and related employee communications.
• Coordinate compensation and benefits information requests for executive tax and financial advisors as appropriate.

Sustainability & Corporate Responsibility

• Assist with the drafting, editing, and coordination of sustainability and corporate responsibility reporting.
• Review, maintain, and update governance and sustainability disclosures for ESG rating agencies and other external stakeholders.
• Support sustainability-related governance initiatives and reporting requirements.

Process Improvement & Operational Excellence

• Identify opportunities to improve governance, reporting, and compensation administration processes through technology, automation, and best practices.
• Leverage governance and reporting platforms to enhance efficiency, accuracy, and compliance.
• Support special projects and other initiatives as assigned by senior legal leadership.

Basic Qualifications

Education & Experience

• Bachelor's degree from an accredited institution required.
• Paralegal certification preferred.
• Minimum of 10 years of experience supporting public company corporate governance, securities compliance, executive compensation, or related legal functions within a law firm, public company, or comparable environment.
• Demonstrated experience supporting Board of Directors and committee activities for a publicly traded company.
• Experience working with SEC reporting and corporate governance requirements.

Core Skills & Competencies

• Strong knowledge of public company governance practices, SEC reporting obligations, and executive compensation administration.
• Exceptional written, verbal, and interpersonal communication skills, with the ability to effectively interact with directors, executives, legal professionals, and cross-functional stakeholders.
• Advanced organizational and project management skills with the ability to manage multiple priorities and deadlines in a fast-paced environment.
• High level of discretion and professionalism in handling sensitive and confidential information.
• Strong analytical and problem-solving abilities with keen attention to detail and accuracy.
• Ability to work independently, exercise sound judgment, and manage complex governance-related matters.
• Demonstrated commitment to collaboration, relationship building, and delivering high-quality client service.
• Intellectual curiosity and a continuous improvement mindset, including an interest in leveraging technology and emerging tools to enhance processes.
• Advanced proficiency with Microsoft 365 applications, including Word, Excel, PowerPoint, SharePoint, and OneDrive.
• Experience with governance and reporting platforms such as Nasdaq Boardvantage, Workiva, EDGAR Next, Toppan Merrill Bridge, Diligent Entities, or similar systems.

Additional Compensation: KBR may offer bonuses, commissions, or other forms of compensation to certain job titles or levels, per internal policy or contractual designation. Additional compensation may be in the form of sign on bonus, relocation benefits, short term incentives, long term incentives, or discretionary payments for exceptional performance.

Benefits: KBR offers a selection of competitive lifestyle benefits which could include a 401K plan with company match, medical, dental, vision, life insurance, AD&D, flexible spending account, disability, paid time off, or flexible work schedule. We support career advancement through professional training and development.

Belong, Connect and Grow at KBR

At KBR, we are passionate about our people and our Zero Harm culture. These inform all that we do and are at the heart of our commitment to, and ongoing journey toward being a People First company. That commitment is central to our team of team's philosophy and fosters an environment where everyone can Belong, Connect and Grow. We Deliver - Together.

KBR is an equal opportunity employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, disability, sex, sexual orientation, gender identity or expression, age, national origin, veteran status, genetic information, union status and/or beliefs, or any other characteristic protected by federal, state, or local law.