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 adjournment.

Voting matters and shareholder proposals

• Election of nine director nominees for a one-year term ending at the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Approval of an amendment to remove certain supermajority voting requirements from the charter.

• Approval of adjournment of the meeting if additional proxy solicitation is needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with a majority determined to be independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating, and Government Security, each with defined responsibilities and independent membership.

• Board leadership structure includes a combined Chairman/CEO and an independent Lead Director.

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

• Stock ownership guidelines and a code of ethics are in place for directors and officers.