Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
24 Months Ended |
36 Months Ended |
48 Months Ended |
60 Months Ended |
Jan. 03, 2025 |
Dec. 29, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Dec. 29, 2023 |
Jan. 03, 2025 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information
about the relationship between executive compensation and certain financial performance measures of the Company. For more information,
refer to the “Compensation Discussion and Analysis” section of this proxy statement.
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Average
Summary |
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Average |
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Value
of initial fixed
$100 investment based on: |
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Year
(a) |
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Summary
Compensation
Table Total
for CEO(1)
($)(b) |
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Compensation
Actually Paid
to CEO(2)
($)(c) |
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Compensation
Table Total for
non-CEO
NEOs(3)
($)(d) |
|
Compensation
Actually Paid to
non-CEO
NEOs(4)
($)(e) |
|
Company
TSR(5)
($)(f) |
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Peer
Group
Total
Shareholder
Return(6)
($)(g) |
|
Net
Income
(Loss)(7)
($)(h) |
|
Company-Selected
Performance
Measure: Adj.
EPS(8)
($)(i) |
| 2024 |
|
12,556,945 |
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13,432,658 |
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3,147,439 |
|
3,317,203 |
|
204.78 |
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201.70 |
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381,000,000 |
|
3.34 |
| 2023 |
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12,659,920 |
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15,968,454 |
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3,017,505 |
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3,602,870 |
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190.41 |
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175.48 |
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(261,000,000) |
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2.91 |
| 2022 |
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12,617,035 |
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16,957,757 |
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2,943,662 |
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3,716,852 |
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179.76 |
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143.37 |
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192,000,000 |
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2.71 |
| 2021 |
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12,024,347 |
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22,501,119 |
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2,595,828 |
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3,781,778 |
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160.59 |
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131.72 |
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35,000,000 |
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2.43 |
| 2020 |
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9,864,381 |
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9,222,322 |
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2,218,991 |
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2,138,848 |
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103.16 |
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103.03 |
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(42,000,000) |
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1.74 |
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| Company Selected Measure Name |
Adjusted EPS
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| Named Executive Officers, Footnote |
| (1) |
The amounts in this column
are the amounts of total compensation reported for Mr. Bradie for each corresponding year in the “Total”
column of the Summary Compensation Table on page 81. |
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| Peer Group Issuers, Footnote [Text Block] |
| (6) |
The peer group used for this purpose is
the Peer Group used by the Company for benchmarking purposes as discussed in the “Compensation Discussion
and Analysis” section of this proxy statement. Peer group TSR was calculated on a market capitalization weighted
basis according to the respective issuers’ stock market capitalization at the beginning of each period for which
a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on
a cumulative basis from the market close on December 31, 2019, through and including January 3, 2025. TSR calculations
reflect reinvestment of dividends.
The 2024 Peer Group is composed of the
following companies: BAE Systems plc, Booz Allen Hamilton Holding Corporation, CACI International Inc., Conduent
Incorporated, Dover Corporation, Flowserve Corporation, Fluor Corporation, Gartner, Inc., Hubbell Incorporated, Huntington
Ingalls Industries, Inc., Jacobs Solutions Inc., L3Harris Technologies, Inc., Leidos Holdings, Inc., Parsons Corporation,
Science Applications International Corporation, Teradata Corporation, Tetra Tech, Inc., Textron Inc., and The Timken Company.
ManTech International Corporation, which was a constituent of our 2023 Peer Group, was taken private and ceased being
publicly traded in September 2022, and it therefore was excluded in determining our peer group TSR for 2023 (and the prior
years presented). As a result, the 2024 Peer Group and 2023 Peer Group were the same for the purpose of determining our
peer group TSR.
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| PEO Total Compensation Amount |
$ 12,556,945
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$ 12,659,920
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$ 12,617,035
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$ 12,024,347
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$ 9,864,381
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| PEO Actually Paid Compensation Amount |
$ 13,432,658
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15,968,454
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16,957,757
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22,501,119
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9,222,322
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| Adjustment To PEO Compensation, Footnote |
| (2) |
The amounts in this column represent the
amount of “Compensation Actually Paid” to Mr. Bradie, as computed in accordance with Item 402(v) of
Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bradie during
the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments
were made to Mr. Bradie’s total compensation for each year to determine the “Compensation Actually Paid”: |
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| Year |
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Reported
Summary
Compensation table
total for CEO
($) |
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Reported
value of
equity awards(a)
($) |
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Equity
award
adjustments(b)
($) |
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Reported
change
in the actuarial
present value of
pension benefits(c)
($) |
|
Pension
benefit
adjustments
($) |
|
Compensation
Actually Paid
to CEO
($) |
| 2024 |
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12,556,945 |
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(4,819,548) |
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5,695,261 |
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— |
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— |
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13,432,658 |
| 2023 |
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12,659,920 |
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(4,630,378) |
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7,938,912 |
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— |
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— |
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15,968,454 |
| 2022 |
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12,617,035 |
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(4,641,028) |
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8,981,750 |
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— |
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— |
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16,957,757 |
| 2021 |
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12,024,347 |
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(4,256,264) |
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14,733,036 |
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— |
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— |
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22,501,119 |
| 2020 |
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9,864,381 |
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(3,614,585) |
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2,972,526 |
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— |
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— |
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9,222,322 |
| (a) |
This column reflects the
grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in the Summary
Compensation Table for the applicable year. |
| (b) |
The equity award adjustments for each applicable
year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any
equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount
of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards
granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that
are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior
years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal
year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting
conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior
to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of
total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ
from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Year |
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Year-end
fair
value of equity
awards granted
in year
($) |
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Year
over year
change in fair
value of
outstanding and
unvested equity
awards
($) |
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Fair
value as of
vesting date of
equity awards
granted and
vested in the year
($) |
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Year
over year
change in fair
value of equity
awards granted
in prior years
that vested
in the year
($) |
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Fair
value at
the end of the
prior year of
equity awards
that failed to
meet vesting
conditions
in the year
($) |
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Value
of dividends
or other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
($) |
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Total
equity
award
adjustments
($) |
| 2024 |
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5,592,210 |
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(143,980) |
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— |
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221,880 |
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— |
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25,151 |
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5,695,261 |
| 2023 |
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5,608,767 |
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2,118,155 |
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— |
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163,948 |
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— |
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48,042 |
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7,938,912 |
| 2022 |
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5,553,263 |
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3,224,991 |
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— |
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131,229 |
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— |
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72,267 |
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8,981,750 |
| 2021 |
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8,574,868 |
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6,082,602 |
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— |
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7,120 |
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— |
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68,446 |
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14,733,036 |
| 2020 |
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4,852,517 |
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(1,404,632) |
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— |
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(551,461) |
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— |
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76,102 |
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2,972,526 |
| (c) |
Mr. Bradie does not
participate in any KBR-sponsored defined benefit or actuarial pension plans. |
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| Non-PEO NEO Average Total Compensation Amount |
$ 3,147,439
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3,017,505
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2,943,662
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2,595,828
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2,218,991
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,317,203
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3,602,870
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3,716,852
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3,781,778
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2,138,848
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| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
| (3) |
The amounts in this column
represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Bradie) in the “Total”
column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Bradie)
included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Bright,
Ibrahim, and Sopp and Ms. Galindo; (ii) for 2022 and 2023, Messrs. Bright, Ibrahim, and Sopp
and Ms. Myles; (iii) for 2021, Messrs. Bright, Ibrahim, Kelly, and Sopp and Ms. Akerson; and (iv) for
2020, Messrs. Bright, Ibrahim, and Sopp and Ms. Akerson. |
| (4) |
The amounts in this column represent the
average amount of “Compensation Actually Paid” to the NEOs as a group (excluding Mr. Bradie), as computed
in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation
earned by or paid to the NEOs as a group (excluding Mr. Bradie) during the applicable year. In accordance with the requirements
of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs
as a group (excluding Mr. Bradie) for each year to determine the “Compensation Actually Paid,” using the
same methodology described above in Note 2: |
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| Year |
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Average
reported
Summary
Compensation
Table total for
non-CEO named
executive officers
($) |
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Average
reported
value of equity
awards(a)
($) |
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Average
equity
award
adjustments(b)
($) |
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Average
reported
change in the
actuarial
present value of
pension benefits(c)
($) |
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Average
pension
benefit adjustments
($) |
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Average
Compensation
Actually Paid to
non-CEO named
executive officers
($) |
| 2024 |
|
3,147,439 |
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(850,524) |
|
1,020,288 |
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— |
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— |
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3,317,203 |
| 2023 |
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3,017,505 |
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(750,463) |
|
1,335,828 |
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— |
|
— |
|
3,602,870 |
| 2022 |
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2,943,662 |
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(762,467) |
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1,535,657 |
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— |
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— |
|
3,716,852 |
| 2021 |
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2,595,828 |
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(721,882) |
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1,907,832 |
|
— |
|
— |
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3,781,778 |
| 2020 |
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2,218,991 |
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(628,951) |
|
548,808 |
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— |
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— |
|
2,138,848 |
| (a) |
This column reflects the
average grant date fair value of equity awards, which are the amounts reported in the “Stock Awards” column in
the Summary Compensation Table for the applicable year, for the NEOs as a group (excluding Mr. Bradie). |
| (b) |
The amounts deducted or added in calculating
the total average equity award adjustments are as follows: |
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| Year |
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Average
year-end fair
value of equity
awards
granted in
year
($) |
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Year
over year
average change
in fair value of
outstanding and
unvested equity
awards
($) |
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Average
fair
value as of
vesting date
of equity awards
granted and
vested in the year
($) |
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Year
over year
average change
in fair value of
equity awards
granted in prior
years that vested
in the year
($) |
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Average
fair value
at the end of the
prior year of equity
awards that failed
to meet vesting
conditions in the year
($) |
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Average
value of
dividends or
other earnings
paid on stock or
option awards
not otherwise
reflected in fair
value or total
compensation
($) |
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Total
average
equity award
adjustments
($) |
| 2024 |
|
986,895 |
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(25,383) |
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— |
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49,196 |
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— |
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9,580 |
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1,020,288 |
| 2023 |
|
909,059 |
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362,354 |
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— |
|
56,203 |
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— |
|
8,212 |
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1,335,828 |
| 2022 |
|
912,352 |
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605,404 |
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— |
|
7,066 |
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— |
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10,835 |
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1,535,657 |
| 2021 |
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1,239,559 |
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802,342 |
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— |
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2,557 |
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(147,871) |
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11,245 |
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1,907,832 |
| 2020 |
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844,368 |
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(213,742) |
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— |
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(93,908) |
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— |
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12,090 |
|
548,808 |
| (c) |
Our NEOs do not participate
in any KBR-sponsored defined benefit or actuarial pension plans. |
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Compensation actually paid
versus total shareholder return

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| Compensation Actually Paid vs. Net Income [Text Block] |
Compensation actually paid
versus net income (loss)

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| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Compensation actually paid
versus adjusted EPS

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| Tabular List [Table Text Block] |
Important Financial Performance
Measures
For 2024, the most important financial performance
measures (including the Company-Selected Measure) that we used to link executive compensation actually paid to the NEOs to our
performance, which are the performance metrics the Committee chose for our short-term and long-term incentive plans and are described
in more detail in the “ Compensation Discussion and Analysis” section of this proxy statement, are as follows,
listed on an unranked basis:
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Adjusted EPS |
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Adjusted OCF |
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Relative TSR |
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Book-to-bill |
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● |
Sustainability |
Adjusted EPS and adjusted OCF are non-GAAP financial
measures. See the section titled “Non-GAAP Financial Information” at the end of this proxy statement for further
information, including reconciliations of adjusted EPS and adjusted OCF to the most directly comparable GAAP measures.
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| Total Shareholder Return Amount |
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103.16
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$ 160.59
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$ 179.76
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$ 190.41
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$ 204.78
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| Peer Group Total Shareholder Return Amount |
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103.03
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$ 131.72
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$ 143.37
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$ 175.48
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$ 201.70
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| Net Income (Loss) Attributable to Parent |
$ 381,000,000
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$ (261,000,000)
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$ 192,000,000
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$ 35,000,000
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$ (42,000,000)
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| Company Selected Measure Amount |
3.34
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2.91
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2.71
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2.43
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1.74
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| PEO Name |
Mr. Bradie
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Mr. Bradie
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Mr. Bradie
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Mr. Bradie
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Mr. Bradie
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| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Adjusted EPS
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| Non-GAAP Measure Description [Text Block] |
| (8) |
Adjusted EPS or adjusted earnings per share
is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Information” at
the end of this proxy statement for further information, including reconciliation of adjusted EPS to the most directly comparable
GAAP measure. |
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| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Adjusted OCF
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| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Relative TSR
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| Measure [Axis]: 4 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Book-to-bill
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| Measure [Axis]: 5 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Sustainability
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| Reported Value Of Equity Awards [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
$ (4,819,548)
|
$ (4,630,378)
|
$ (4,641,028)
|
$ (4,256,264)
|
$ (3,614,585)
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| Equity Award Adjustments [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
5,695,261
|
7,938,912
|
8,981,750
|
14,733,036
|
2,972,526
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| Reported Change In The Actuarial Present Value Of Pension Benefits [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
0
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0
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0
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0
|
0
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| Pension Benefit Adjustments [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
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| Year End Fair Value Of Equity Awards Granted In Year [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
5,592,210
|
5,608,767
|
5,553,263
|
8,574,868
|
4,852,517
|
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| Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
(143,980)
|
2,118,155
|
3,224,991
|
6,082,602
|
(1,404,632)
|
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| Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
|
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| Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member] | PEO [Member] |
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| Pay vs Performance Disclosure [Table] |
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|
|
|
|
|
|
| Adjustment to Compensation Amount |
221,880
|
163,948
|
131,229
|
7,120
|
(551,461)
|
|
|
|
|
| Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member] | PEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
|
|
|
|
|
| Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member] | PEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
25,151
|
48,042
|
72,267
|
68,446
|
76,102
|
|
|
|
|
| Total Equity Award Adjustments [Member] | PEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
5,695,261
|
7,938,912
|
8,981,750
|
14,733,036
|
2,972,526
|
|
|
|
|
| Average Reported Value Of Equity Awards [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
(850,524)
|
(750,463)
|
(762,467)
|
(721,882)
|
(628,951)
|
|
|
|
|
| Average Equity Award Adjustments [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
1,020,288
|
1,335,828
|
1,535,657
|
1,907,832
|
548,808
|
|
|
|
|
| Average Reported Change In The Actuarial Present Value Of Pension Benefits [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
|
|
|
|
|
| Average Pension Benefit Adjustments [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
|
|
|
|
|
| Average Year End Fair Value Of Equity Awards Granted In Year [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
986,895
|
909,059
|
912,352
|
1,239,559
|
844,368
|
|
|
|
|
| Year Over Year Average Change In Fair Value Of Outstanding And Unvested Equity Awards [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
(25,383)
|
362,354
|
605,404
|
802,342
|
(213,742)
|
|
|
|
|
| Average Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
0
|
0
|
|
|
|
|
| Year Over Year Average Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
49,196
|
56,203
|
7,066
|
2,557
|
(93,908)
|
|
|
|
|
| Average Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
(147,871)
|
0
|
|
|
|
|
| Average Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
9,580
|
8,212
|
10,835
|
11,245
|
12,090
|
|
|
|
|
| Total Average Equity Award Adjustments [Member] | Non-PEO NEO [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
$ 1,020,288
|
$ 1,335,828
|
$ 1,535,657
|
$ 1,907,832
|
$ 548,808
|
|
|
|
|