Sector: Industrials
LEONARDO DRS INC · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of the Board's Nominees Named in this Proxy Statement to the Board
Long-tenured director (since 2009) with strong national security and legal credentials; DRS's 3-year stock return of +278.7% outperforms the peer group median by +186.4 percentage points, far above the 65-point threshold needed to trigger a concern, so no TSR flag applies; holds two other current public company board seats (Chubb, Freeport-McMoRan), well within the four-seat overboarding limit.
Director since 2021 with deep aerospace and defense operating experience from Collins Aerospace and UTC; no overboarding concern (holds no other current public company board seats listed); DRS's strong outperformance versus peers means the TSR trigger does not apply.
New CEO and director since January 2026, well within the 24-month exemption window for the TSR trigger; brings over 35 years of aerospace and defense industry experience including serving as the Company's COO since 2018, giving him deep operational knowledge relevant to his new role.
Director since 2023, within the 24-month exemption window for the TSR trigger; holds two other current public board seats (Redwire, York Space Systems), within the four-seat limit; brings relevant defense and technology expertise from roles at MIT Lincoln Laboratory, Peraton, and the U.S. Department of Homeland Security.
Director since 2020 with extensive military leadership experience as former Chief of Staff of the U.S. Army; DRS's 3-year stock outperformance versus peers is strongly positive, so the TSR trigger does not apply; holds no other public company board seats.
Director since 2021 and Audit Committee Chair with strong financial credentials (former CFO at Sikorsky Aircraft, nine years at KPMG) satisfying the audit financial expertise requirement; DRS's peer-relative TSR outperformance is well above any trigger threshold; holds one other current public board seat (American Outdoor Brands), within limits.
Joined the board on April 1, 2026, well within the 24-month new-director exemption from the TSR trigger; brings relevant finance, government, and investment management experience from Goldman Sachs and senior U.S. government roles; holds no current other public board seats as of the filing.
Long-tenured director (since 2009) with deep defense acquisition and governance expertise including as former Undersecretary of Defense; DRS's strong peer-relative TSR outperformance means no TSR trigger applies; holds one other current public board seat (BWX Technologies), within the four-seat limit.
Director since 2022 with broad capital markets, M&A, and governance experience; DRS's strong positive TSR versus peers means the TSR trigger does not apply; currently serves as CEO of Movella and sits on private company boards, but holds no other current public board seats that would trigger overboarding concerns.
All nine director nominees pass the policy screens. DRS's 3-year stock return of +278.7% outperforms the compensation peer group median by +186.4 percentage points, far exceeding the 65-point threshold needed to trigger a concern under the strong-positive TSR band, so no director faces a TSR-based flag. Two nominees (Baylouny and Jeffery) joined within the past 24 months and are exempt from the TSR trigger entirely. No director exceeds the four-seat overboarding limit, no independence concerns were identified for audit or compensation committee members, and the board discloses a skills matrix. The vote is FOR all nine nominees.
CEO
William J. Lynn III
Total Comp
$8,224,992
Prior Support
99%%
CEO total compensation of approximately $8.2 million is reasonable for the leader of a ~$12.8 billion market cap defense company and is not flagged as materially above the benchmark for this title, sector, and size. The pay structure is strongly performance-oriented: roughly 84% of the CEO's pay was variable or at-risk (bonuses and equity awards tied to financial results), well above the 50-60% minimum the policy requires. Long-term equity awards use meaningful performance conditions including relative stock return versus an industry index, multi-year earnings per share, and return on invested capital — these are exactly the kind of long-term, hard-to-manipulate metrics the policy favors. DRS's stock returned +278.7% over three years, dramatically outperforming peers, which confirms that the above-target incentive payouts (the 2023-2025 performance awards vested at 179.4% of target) were genuinely earned by shareholders' experience. The company also received 99% shareholder support on last year's say-on-pay vote, the clawback policy meets Dodd-Frank requirements, and there are no hedging or pledging concerns.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,335,000
Non-Audit Fees
$3,000
Non-audit fees paid to Ernst & Young in 2025 were only $3,000 compared to audit fees of $5,335,000, a ratio of less than 0.1% — far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of DRS's size (~$12.8B market cap). Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and the policy directs a FOR vote in that circumstance. No material financial restatements were identified.
The 2026 Leonardo DRS annual meeting presents three standard proposals: election of nine directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay. All proposals receive a FOR determination — the director slate is well-qualified with no overboarding or independence issues, the company's stock has dramatically outperformed its peer group over three years so no TSR concerns arise, EY's non-audit fees are negligible relative to audit fees, and the executive pay program is strongly performance-linked with 99% shareholder support last year.
16 companies disclosed in 2026 proxy filing
