Leonardo DRS (DRS) Proxy filing summary

Executive summary

• Leadership transitioned on January 1, 2026, with John A. Baylouny appointed President and CEO, and Frances F. Townsend elected Chair of the Board.

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with shareholders able to vote electronically.

• Notice and proxy materials are delivered primarily online to reduce costs and environmental impact.

• 2025 financial highlights include 13% revenue growth, 13% increase in adjusted EBITDA, $4.2B in bookings, and a 24% increase in adjusted diluted EPS.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory resolution on executive compensation (say-on-pay), and ratification of Ernst & Young LLP as independent auditor for 2026.

• The Board unanimously recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board consists of nine nominees, with a majority being independent despite controlled company status.

• Board committees include Audit, Compensation, Nominating, and Government Security, all with independent members.

• Annual Board and committee self-evaluations are conducted, and directors are subject to overboarding guidelines.

• The company maintains a Code of Ethics and an Insider Trading Policy.