ProxyMiner / Company

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.KTOS

Latest proxy: 2026 · view on SEC ↗ · CIK 0001069258

CEO total pay

$10,832,739

Eric DeMarco · 2025

Say on pay

91.74%

Latest disclosed shareholder vote

CEO pay ratio

Not in CD&A

Median employee: $10,832,739

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Eric DeMarco2025 compensation
President and Chief Executive Officer
$10,832,739↑ 47%
90% at-risk
$1,000,000$8,244,000$1,500,000$88,739
Deanna Lund2025 compensation
Executive Vice President and Chief Financial Officer
$4,977,515↑ 36%
90% at-risk
$460,000$4,122,000$345,000$50,515
Steven Fendley2025 compensation
President, Unmanned
$3,390,584↑ 17%
87% at-risk
$400,000$2,748,000$192,000$50,584
Phillip Carrai2025 compensation
President, Space, Training
$3,298,558↑ 38%
85% at-risk
$450,000$2,748,000$67,500$33,058
Stacey Rock2025 compensation
President, Turbine
$2,074,276
82% at-risk
$350,000$1,511,400$197,126$15,750

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

Overview The following Compensation Discussion and Analysis (“CD&A”) describes and analyzes Kratos’ compensation program for its named executive officers. Kratos’ named executive officers for fiscal year 2025 include its Chief Executive Officer, its Chief Financial Officer, and its three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) who were serving as executive officers at the end of fiscal year 2025. Our named executive officers for fiscal year 2025 are Eric DeMarco, President and Chief Executive Officer; Deanna Lund, Executive Vice President and Chief Financial Officer; Phillip Carrai, President of the Space, Training & Cyber Division; Steven Fendley, President of the Unmanned Systems Division, and Stacey Rock, President of the Turbine Technologies Division. In this CD&A, Mr. DeMarco and Ms. Lund are sometimes referred to as “corporate named executive officers” and Mr. Carrai, Mr. Fendley, and Mr. Rock are sometimes referred to as “operational named executive officers.” In this CD&A, we first provide an Executive Summary. Next, we cover Kratos’ 2025 Say-on-Pay Vote Results, Stockholder Feedback, and Compensation P…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    prohibited

    “No Hedging or Pledging—The Company maintains a policy that prohibits hedging and pledging transactions in the Company’s Common Stock by directors and executive officers.Clawback Policy – The Company continued its Clawbac…”

  • pledging

    prohibited

    “No Hedging or Pledging—The Company maintains a policy that prohibits hedging and pledging transactions in the Company’s Common Stock by directors and executive officers.Clawback Policy – The Company continued its Clawbac…”

  • clawback

    present

    “Clawback Policy for executive officers”

  • stock ownership guidelines

    present

    “Compensation Discussion and Analysis Overview The following Compensation Discussion and Analysis (“CD&A”) describes and analyzes Kratos’ compensation program for its named executive officers. Kratos’ named executive offi…”

  • change in control

    Change in Control and Severance Benefits

    “Change in Control and Severance Benefits”

  • compensation consultant

    independent

    “independent compensation consultant and based upon review of the long-term equity grants issued by the Company’s peers, the Compensation Committee decided to continue with performance-based RSUs based on Adjusted EBITDA …”

  • compensation committee

    Compensation Committee

    “The Compensation Committee”

Performance markers

Metric facts

  • revenue

    $1.324 billion

    “growth, an increase in Adjusted EBITDA of approximately 9% to $115.0 million, and a free cash flow use of approximately $82.8 million, which included a significant internal investment of capital expenditures and other in…”

  • operating income

    —

    “practices of the Compensation Peer Group companies. The factors that the Company’s Chief Executive Officer takes into consideration in reaching his recommendation for compensation for each of the named executive officers…”

  • annual incentive payout

    0009.0%

    “Our annual bonus plan rewards executive officers for performance relative to key financial measures that drive value for stockholders.”

  • performance equity mix

    00033.3%

    “of Performance-Based RSUs VestingScheduleEric DeMarco150,000Ratably over 5 years150,00033.3% based on each 10% increase in Adjusted EBITDA during a 5-year performance periodDeanna Lund75,000Ratably over 5 years75,00033.3…”

  • time equity mix

    72.7%

    “ranted in the form of compensation at risk, or performance-based RSUs with specific threshold increases in profitability or Adjusted EBITDA over a 5 year period required for vesting, and 36.4% was granted in the form of …”

  • say on pay

    91.74%

    “At our annual meeting in 2025, our stockholders approved, on an advisory basis, the “say-on-pay” resolution for the compensation of our named executive officers in fiscal year 2024, with 91.74% of the votes cast in favor…”

  • median employee compensation

    $10,832,739

    “the U.S. and foreign jurisdictions. We determined the required ratio by: •calculating the total annual cash compensation of all employees except the CEO, using base salary plus annual incentive as a consistently applied …”

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