Leonardo DRS (DRS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with stockholders able to vote electronically and submit questions online.

• Proxy materials are delivered electronically to reduce costs and environmental impact, with paper copies available upon request.

• Stockholders as of April 7, 2025, are entitled to vote on key proposals, including director elections, executive compensation, auditor ratification, charter amendments, and potential adjournments.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, amending the charter to remove supermajority voting, and approval of adjournments if needed.

• The board recommends voting FOR all proposals.

• Stockholders can vote online, by phone, or by mail, and may change their vote at any time before the meeting.

Board of directors and corporate governance

• Nine director nominees are presented, with a majority being independent under Nasdaq rules.

• The board includes a combined Chairman/CEO and an independent Lead Director.

• Committees include Audit, Compensation, Nominating, and Government Security, each with defined responsibilities and independent members.

• The company is a "controlled company" under Nasdaq rules but maintains a majority independent board and independent committees.

• Annual board and committee self-evaluations are conducted to ensure effectiveness.