Kratos Defense & Security Solutions (KTOS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders can vote online, by phone, or by mail, with a record date of March 17, 2025.

• Proxy materials are available online, and the company encourages advance voting.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and FOR both auditor ratification and executive compensation proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; all standing for re-election.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent chairs.

• Annual self-assessments and regular executive sessions are conducted.

• Board diversity includes military veterans and a mix of industry, academic, and financial expertise.

• Code of Ethics and Corporate Governance Guidelines are in place and reviewed regularly.