DEF 14A of Leonardo DRS, Inc., Apr 3, 2026

DEF 14A of Leonardo DRS, Inc.

Filed Apr 3, 2026 · FY20250001833756-26-000019

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Leonardo DRS’s Fifth Amended and Restated Bylaws (the “Bylaws”) provide that the Board must consist of no less than one director nor more than ten directors. The exact number of directors serving on the Board is determined from time to time as specified in the Amended and Restated Proxy Agreement (the “Proxy Agreement”) by and among the Company, the individual proxy holders that are signatories thereto, Leonardo US Holding, LLC (“US Holding”), Leonardo – Società per Azioni (“Leonardo S.p.A.”), Leonardo International -- Società per Azioni, and the U.S. Department of War (the “DoW”), which is discussed in the “Certain Relationships and Related Party Transactions” section in this proxy statement. The Company’s Bylaws provide that directors are elected by a plurality vote. This means that the nominees receiving the highest number of affirmative votes will be elected as directors. In other words, because there are no other nominees for election as directors other than the persons named in this proxy statement, and assuming each of those persons receives at least one vote, all such nominees will be elected to our Board. A stockholder may choose to withhold his or her vote in lieu of voting “for” any director nominee. Withheld votes have the same effect as votes against the director nominee. The director nominees identified in this proxy statement are standing for election at the Annual Meeting and have been nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) to hold office for a one-year term expiring at the annual meeting of stockholders in 2027 or until their successors, if any, are elected and qualified, or until their earlier resignation or removal. Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees named in this proxy statement. The Board has determined that each director nominee, other than Mr. Baylouny, our Chief Executive Officer (“CEO”), if elected, would be an independent director. All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. | VOTE The Board unanimously recommends that you vote “FOR” the election of each nominee presented in Proposal 1. |

  3. Director Nominees

    | Leonardo DRS | 7 | 2026 Proxy Statement |

  4. Director Nominees

    The following table and biographical summaries set forth, with respect to each nominee for director, his or her committee membership, the year in which he or she first became a director of the Company, and whether or not US Holding (after consultation with Leonardo S.p.A. and the Defense Counterintelligence and Security Agency (“DCSA”)) appointed such director as a proxy holder to serve on the Board pursuant to the Proxy Agreement (as discussed in the “Certain Relationships and Related Party Transactions” section in this proxy statement):

  5. Director Nominees

    | Name | Position | Committee | Director Since | Proxy Holder? | | Frances F. Townsend | Board Chair | Compensation (Chair) & Government Security | 2009 | Yes | | Gail S. Baker | Director | Compensation | 2021 | No | | John A. Baylouny | CEO/Director | Government Security | 2026 | No | | Dr. Louis R. Brothers | Director | Audit & Government Security | 2023 | Yes | | General George W. Casey, Jr. | Director | Compensation & Government Security (Chair) | 2020 | Yes | | Mary E. Gallagher | Director | Audit (Chair) | 2021 | No | | Reuben Jeffery III | Director | Audit, Government Security & Nominating | 2026 | Yes | | Kenneth J. Krieg | Director | Compensation, Nominating (Chair) & Government Security | 2009 | Yes | | Eric C. Salzman | Director | Audit & Nominating | 2022 | No |

  6. Director Nominees

    Set forth below are the biographies for our director nominees as of April 1, 2026, including information concerning their specific experiences, qualifications, attributes and skills that led the Board to conclude that the nominee should serve on the Board:

  7. Director Nominees

    | Leonardo DRS | 8 | 2026 Proxy Statement |

  8. Director Nominees

    | | Frances F. Townsend has been Chair of the Board since 2026 and Chair of the Compensation Committee since 2009. She previously served as Lead Director from 2023 to 2026. Other Public Company Directorships: •Chubb Limited (NYSE: CB) (2020-present) •Freeport-McMoRan Inc. (NYSE: FCX) (2013-present) •SciPlay Corporation (NASDAQ: SCPL) (2019-2020) •Scientific Games Corporation (n/k/a Light & Wonder) (NASDAQ: LNW) (2010-2020) •Western Union Company (NYSE: WU) (2013-2020) Relevant Experience and Skills: •Founder, Frances Fragos Townsend LLC, a corporate consulting company (2022‑present) •EVP of Corporate Affairs, Corporate Secretary, and Chief Compliance Officer at Activision Blizzard, a video game company (2020-2022) •Vice Chairman, General Counsel, and Chief Administrative Officer at MacAndrews & Forbes Inc., an investment firm (2010-2020) •On-air national security analyst for CBS news, an American television and radio broadcaster (2016-2022) •Corporate partner with the law firm Baker Botts, LLP (2009-2010) •Served as Assistant to President George W. Bush for Homeland Security and Counter terrorism and chaired the Homeland Security Council (2004-2008) •Served as Deputy National Security Advisor for Combating Terrorism (2003-2004) •Served in various senior positions at the U.S. Department of Justice (1990-2001) •Serves on several non-profit boards including the Council on Foreign Relations, the Atlantic Council, the Center for Strategic and International Studies, the McCain Institute and the Hospital for Special Surgery •Skilled and experienced in matters of national security and law, business, and government | | Frances F. Townsend Age: 64 Director Since: 2009 Board Committees: Compensation (Chair), Government Security Proxy Holder Independent | |

  9. Director Nominees

    | Leonardo DRS | 9 | 2026 Proxy Statement |

  10. Director Nominees

    | | Other Public Company Directorships: •Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (2022-2023) Relevant Experience and Skills: •Consultant to Arcline Investment Management, L.P., a private equity firm (2022-present) •Served on the board of advisors of Argosy Investment Partners-Capewell Aerial Systems, a private equity company (2022-2024) •President, Aftermarket Services at Collins Aerospace, an aviation and defense technology company (2019-2020) •President, Intelligence, Surveillance, Reconnaissance, and Space Systems at Collins Aerospace, an aviation and defense technology company (2017-2019) •President, Air Management Systems, European Entities and Aftermarket (2015-2017) •President, Aerospace Customers and Business Development for UTC Aerospace Systems, an aerospace and defense company (2011-2015) •Serves on the non-profit board for the Hartford Bishops Foundation as Executive Chair of the Grants Committee •Skilled and experienced in matters of strategic planning, portfolio management, technical and operational leadership, P&L management, national security and defense | | Gail S. Baker Age: 63 Director Since: 2021 Board Committee: Compensation Independent | |

  11. Director Nominees

    | Leonardo DRS | 10 | 2026 Proxy Statement |

  12. Director Nominees

    | | John A. Baylouny has been a Director and our President and CEO since January 2026. Relevant Experience and Skills: •More than 35 years in the aerospace and defense industry •Chief Operating Officer of the Company from 2018 to 2026 •Chief Technology Officer of the Company from 2017 to 2018 •General Manager of the Land Systems business unit of the Company and General Manager of the Advanced ISR business unit of the Company •Additional technical and managerial assignments with the Company as C4ISR Group Technology Officer, Site General Management, and Vice President of Engineering for the Electro-Optical and Infrared Systems Group •Serves on the board of the Marshall Legacy Institute, a non-profit organization •Skilled and experienced in direct P&L management, operational management, product development, program management and product design | | John A. Baylouny Age: 64 Director Since: 2026 Board Committee: Government Security | |

  13. Director Nominees

    | Leonardo DRS | 11 | 2026 Proxy Statement |

  14. Director Nominees

    | | Other Public Company Directorships: •Redwire (NYSE: RDW) (2021-present) •York Space Systems (NYSE: YSS) (2026-present) •BigBear.ai (NYSE: BBAI) (2020-2022) Relevant Experience and Skills: •Principal with the MIT Lincoln Laboratory, a research and development center (2023‑present) •Operating Partner at AE Industrial Partners, a private equity firm (2022-present) •Chief Executive Officer of BigBear.ai, an artificial intelligence company (2020-2022) •Chief Technology Officer at Peraton, a national security firm (2018-2020) •Principal with The Chertoff Group, a global security risk management and growth advisory firm (2017-2018) •Under Secretary for Science and Technology at the U.S. Department of Homeland Security (2014-2017) •Deputy Assistant Secretary of Defense for Research at the Department of Defense (2011-2014) •Served in various senior roles at the Defense Advanced Research Projects Agency, BAE Systems, Draper Laboratory, and Envoy Networks •Serves on the non-profit board of Riverside Research (2017-present) •Skilled and experienced in matters of defense, government services, and technology industries | | Dr. Louis R. Brothers Age: 66 Director Since: 2023 Board Committees: Audit, Government Security Proxy Holder Independent | |

  15. Director Nominees

    | Leonardo DRS | 12 | 2026 Proxy Statement |

  16. Director Nominees

    | | General George W. Casey, Jr. (Ret.) has been Chair of the Government Security Committee since April 2026. Relevant Experience and Skills: •Served 41 years in the U.S. Army, including from 2007-2011 as the 36th Chief of Staff of the U.S. Army •Commanded the Multi-National Force – Iraq, a coalition of more than 30 countries (2004-2007) •Serves as Distinguished Senior Lecturer of Leadership at the SC Johnson College of Business, Cornell University, and lectures at the Korbel School, University of Denver •Served as the Chairman of the board of governors of the United Service Organizations, nonprofit-charitable corporation (2015-2023) and board member of the University of Denver (2021-present), ColtCZ North America, a manufacturing company (2021-present), the Ross Initiative in Sports for Equality, a non-profit organization (2019-present), the Center for Global Development, a non-profit think tank (2019-2024), Thanks, USA, a charitable organization (2011-2022), Student Veterans of America, a non-profit organization for veterans (2014-2021), Georgetown University (2014-2020), Army Historical Foundation, a fundraising institution for the National Museum of the United States Army (2011-2020), and FedBid, an online marketplace (2012-2017) •Skilled and experienced in the matters of military operations, government operations, the non-profit sector, and industry | | General George W. Casey, Jr. (Ret.) Age: 77 Director Since: 2020 Board Committees: Compensation, Government Security (Chair) Proxy Holder Independent | |

  17. Director Nominees

    | Leonardo DRS | 13 | 2026 Proxy Statement |

  18. Director Nominees

    | | Mary E. Gallagher has been the Chair of the Audit Committee since 2021. Other Public Company Directorships: •American Outdoor Brands (NASDAQ: AOUT) (2020-present) •Served as director of IronNet (NYSE: IRNT) (2021-2023) Relevant Experience and Skills: •Served as director of Novaria Group, an aerospace and defense company (2020-2026) •Chief Financial Officer at Wheels Up, a private aviation company (2016-2018) •Served in a variety of top financial roles at United Technologies Corporation, an aerospace and defense company (now Raytheon Technologies Corporation) (2004-2016) most recently serving as Chief Financial Officer at Sikorsky Aircraft, an aircraft manufacturer (2013-2016) •Vice President Controller and Chief Accounting Officer at Olin Corporation, a manufacturing company (1996-2004) •Served for nine years with KPMG, an accounting firm in various positions in the audit, mergers/acquisitions, consulting, and training groups (1987-1996) •Skilled and experienced in the matters of business administration, accounting, financial leadership, and defense | | Mary E. Gallagher Age: 60 Director Since: 2021 Board Committee: Audit (Chair) Independent | |

  19. Director Nominees

    | Leonardo DRS | 14 | 2026 Proxy Statement |

  20. Director Nominees

    | | Other Public Company Directorships: •Affiliated Managers Group, Inc. (NYSE: AMG) (2021-2025) Relevant Experience and Skills: •President and Chief Executive Officer and a member of the board of Rockefeller & Co., an investment management company (2010-2018) •Held various senior leadership roles in the U.S. government including as Under Secretary for Economic, Energy and Agricultural Affairs, Chairman of the Commodity Trading Commission, Special Assistance to the President on the staff of the National Security Council, Advisor to Ambassador Bremer in Iraq, and Executive Director of the Coalition Provisional Authority’s office in the Pentagon •Spent 18 years at Goldman Sachs & Co., an investment banking company, including serving as Managing Director of the Paris office and leading the European Financial Group •Skilled and experienced in matters of finance, and U.S. and global political and regulatory environments | | Reuben Jeffery III Age: 72 Director Since: 2026 Board Committees: Audit, Government Security, Nominating Proxy Holder Independent | |

  21. Director Nominees

    | Leonardo DRS | 15 | 2026 Proxy Statement |

  22. Director Nominees

    | | Kenneth J. Krieg has been the Chair of the Nominating Committee since 2021. Other Public Company Directorships: •BWX Technologies, Inc. (NYSE: BWXT) (2016-present) Relevant Experience and Skills: •Head of Samford Global Strategies, an advisory and consulting practice which Mr. Krieg founded in 2007 •Served as Executive in Residence with Renaissance Strategic Advisors, a leading consultancy supporting premier firms in the aerospace, defense, space, intelligence and government services industry (2010-present) •Served in several positions within the Department of Defense (2001-2007), including as Undersecretary of Defense for Acquisition, Technology, and Logistics (2005-2007) •Spent 11 years working for the International Paper Company, a packaging solutions provider, most recently as Vice President and General Manager of the Office and Consumer Papers Division •Served on the boards of Tempus Applied Solutions Holdings, Inc., an aerospace and defense company (2014-2016) and API Technologies Corp., a manufacturing company (2011-2016) •Serves on a number of private and foreign ownership control and influence (“FOCI”) mitigation boards •Skilled and experienced in the matters of overseeing research, development, acquisitions, FOCI mitigation, public company governance, and government | | Kenneth J. Krieg Age: 65 Director Since: 2009 Board Committees: Compensation, Nominating (Chair), Government Security Proxy Holder Independent | |

  23. Director Nominees

    | Leonardo DRS | 16 | 2026 Proxy Statement |

  24. Director Nominees

    | | Other Public Company Directorships: •Movella Holdings Inc. (DEL: MVLA) (2023-2024) •8x8, Inc. (NASDAQ: EGHT) (2012-2024) Relevant Experience and Skills: •Chief Executive Officer at Movella | Xsens, an inertial sensor fusion and motion capture systems manufacturer (2024-present) •Former Chief Executive Officer at Safeguard Scientifics, Inc., a venture capital firm (2020-2023) and former Board Chairman of SolAero Technologies Corp., a satellite solar panel manufacturer (2018-2022) •Director of Dixa, an agentic customer service platform (2024-present), Typeform, a forms software platform (2024-present), meQuilibrium, a workforce resilience platform (2022-2025), and Prognos Health, a clinical and lab data provider (2022-2025) •Managing Member of SarniHaan Capital Partners LLC, a specialty consulting firm that provides capital and expertise to support the growth of technology companies (2011‑present) •Served nearly ten years as Managing Director for Lehman Brothers Holdings, an investment bank, in the Private Equity and Principal Investing Group as well as in the Global Trading Strategies Division •Served as an independent director, executive chairman, non-executive chairman, audit committee chairman, compensation committee chairman, and M&A committee chairman at over 25 public and private companies •Skilled and experienced in the matters of capital markets, M&A, corporate governance, restructuring, investments, technology, software, communications, medical devices, manufacturing, defense, and business services | | Eric C. Salzman Age: 58 Director Since: 2022 Board Committees: Audit, Nominating Independent | |

  25. Director Nominees

    | VOTE | | The Board unanimously recommends that stockholders vote “FOR” the election of each nominee. |

  26. Director Nominees

    | Leonardo DRS | 17 | 2026 Proxy Statement |

  27. Non-Employee Director Compensation

    Non-Employee Director Compensation

  28. Summary of Director Compensation Arrangements

    Summary of Director Compensation Arrangements The Company compensates each of its non-employee directors for service on the Board. To help attract and retain highly qualified non-employee directors, our philosophy is to align non-employee director compensation with compensation structures of similar publicly traded companies and to incentivize retention of each non-employee director then serving on the Board. Employee directors do not receive any compensation for service on the Board. The Compensation Committee periodically requests the independent compensation consulting firm, Exequity, to review the non-employee director compensation program for the competitiveness of non-employee director pay relative to the peer group. Based on the information provided, the Compensation Committee makes recommendations for adjustments, as appropriate, to the Board. As previously disclosed, changes were made to the non-employee director compensation program in 2025. In January 2026, the Board approved changes to the 2026 non-employee director compensation program. For a description of the changes to the 2025 and 2026 non-employee director compensation program, see “Changes to Director Compensation for 2025” and “Changes to Director Compensation for 2026” below. The Company’s current non-employee director compensation structure consists of the following elements: •Annual Cash Retainer; •Chair and Committee Chair Retainers; •Annual Equity Retainer; and •Other Director Compensation and Benefits.

  29. Summary of Director Compensation Arrangements

    | Leonardo DRS | 28 | 2026 Proxy Statement |

  30. Summary of Director Compensation Arrangements

    Information about the Company’s current non-employee director compensation structure is described in more detail below.

  31. Changes to Director Compensation for 2025

    Changes to Director Compensation for 2025 In October 2024, the Compensation Committee’s independent compensation consultant, Exequity, conducted a review of the Company’s non-employee director compensation relative to peer group practices. Based on this review and conversations with Exequity, the Compensation Committee recommended, and the Board approved, the following changes to the non-employee director compensation program, effective January 1, 2025: •An increase in the annual cash retainer for each non-employee director from $100,000 to $110,000; •An increase to the grant value of the annual equity award retainer from $150,000 to $160,000; •A decrease in the amount of the annual cash retainer for each committee chair from $40,000 to $20,000; and •An increase in the non-employee director stock ownership level from four times to five times a director’s annual cash retainer.

  32. Other Director Compensation and Benefits

    Other Director Compensation and Benefits Directors are reimbursed for reasonable expenses incurred in attending or returning from meetings of the Board or any committee thereof, or otherwise acting in their director capacity for the Company. These expenses are reimbursed in accordance with the Company’s policies regarding reimbursement of business expenses and are approved by the Senior Vice President, Human Resources, General Counsel, Chief Financial Officer (“CFO”) and/or the CEO.

  33. Other Director Compensation and Benefits

    | Leonardo DRS | 29 | 2026 Proxy Statement |

  34. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents information regarding the compensation earned by our non-employee directors for serving on the Board in 2025.

  35. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Frances F. Townsend | 170,000 | 159,984 | 329,984 | | Gail S. Baker | 110,000 | 159,984 | 269,984 | | Dr. Louis R. Brothers | 110,000 | 159,984 | 269,984 | | David W. Carey(2) | 130,000 | 159,984 | 289,984 | | General George W. Casey, Jr. | 110,000 | 159,984 | 269,984 | | Mary E. Gallagher | 130,000 | 159,984 | 289,984 | | Kenneth J. Krieg | 130,000 | 159,984 | 289,984 | | Eric C. Salzman | 110,000 | 159,984 | 269,984 |

  36. 2025 Director Compensation Table

    1.Reflects the aggregate grant date fair value of RSU awards granted to Ms. Townsend, Ms. Gallagher, Ms. Baker, Gen. Casey, Jr., Dr. Brothers, Mr. Krieg, Mr. Carey and Mr. Salzman as the non-employee directors’ annual equity retainer for their Board service in 2025. The RSU awards are scheduled to vest on June 4, 2026, subject to each director’s continued service through such date. The grant date fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used in calculating the grant date fair value are incorporated by reference to Note 14 to the consolidated financial statements in the 2025 Annual Report. As of December 31, 2025, each of our non-employee directors who were members of the Board on such date held 3,556 outstanding and unvested RSUs. 2.Mr. Carey retired from the Board on March 31, 2026.

  37. Changes to Director Compensation for 2026

    Changes to Director Compensation for 2026 In January 2026, the Compensation Committee’s independent compensation consultant, Exequity provided peer group market practice on additional compensation provided to the chair of the board. Based on a review of market practice and related discussions with Exequity, the Compensation Committee recommended, and the Board approved, the following change to the non-employee director compensation program, effective January 1, 2026: •An annual equity board chair retainer award of $140,000, vesting quarterly in arrears, in place of the prior $40,000 annual lead director cash retainer.

  38. Changes to Director Compensation for 2026

    | Leonardo DRS | 30 | 2026 Proxy Statement |

  39. Changes to Director Compensation for 2026

    | Approval of Advisory Resolution Regarding the Compensation of the Company’s NEOs | | | As required by Section 14A of the Exchange Act, we are offering our stockholders an opportunity to cast an advisory vote on the compensation of our NEOs, as disclosed in this proxy statement. The Company holds an advisory vote to approve the compensation of our NEOs annually until the next advisory vote on the frequency of such advisory votes in 2029. The next advisory vote to approve the compensation of our NEOs will be in 2027. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. The Board and the Compensation Committee expect to consider the voting results when making future compensation decisions. The Company is committed to maintaining executive compensation programs and practices that are aligned with the Company’s business strategy. As a result, the Company has a strong pay-for-performance philosophy that greatly impacts its decisions regarding executive compensation. Our executive compensation programs seek to align management’s interests with our stockholders’ interests to support long-term value creation and pay for performance. This philosophy and the compensation structure are essential to the Company’s ability to attract, retain and motivate individuals who can achieve superior financial results in the best interests of the Company and its stockholders. To that end, our program links pay to performance by delivering a substantial component of the total compensation opportunity of our NEOs in variable or performance-based compensation programs (annual and long-term incentive plans). Performance measures used in the Company’s annual and long-term incentive plans support the Company’s annual operating plan and longer-term strategy and are tied to key Company measures of short and long-term performance. Our program also aligns our NEOs’ financial interest with those of our stockholders by delivering a substantial portion of their total compensation in the form of equity awards and other long-term incentive vehicles. The affirmative vote of the holders of a majority of shares of Leonardo DRS common stock present in person (virtually) or by proxy and entitled to vote on the matter at the Annual Meeting will be required for the approval of this proposal. Abstentions will count as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the vote. We urge our stockholders to read the section entitled “Compensation Discussion and Analysis” (and related sections) below, which describes in detail how our executive compensation program and practices operate and are designed to achieve our compensation objectives, as well as the accompanying compensation tables which provide detailed information on the compensation of our NEOs. | VOTE The Board unanimously recommends that you vote “FOR” the advisory resolution presented in Proposal 2. |

  40. Changes to Director Compensation for 2026

    | Leonardo DRS | 31 | 2026 Proxy Statement |

  41. Changes to Director Compensation for 2026

    | For these reasons, we recommend that stockholders vote in favor of the following advisory resolution: “RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion presented in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders, is hereby APPROVED.” |

  42. Executive Compensation Philosophy

    | Principle | Philosophy | | Pay for Performance | A significant portion of compensation is performance-based and tied to achievement of financial, operational, and strategic objectives aligning executive pay with Company performance and stockholder value creation, with a meaningful portion of compensation delivered through at-risk and long-term incentives. | | Market Competitiveness | Compensation opportunities are designed to be competitive with our peer group to help attract and retain highly qualified executives. | | Retention of Key Talent | A balanced mix of base salary, annual incentives, and long-term equity awards helps support the retention of executives and critical talent. | | Alignment with Stockholders | Our equity-based compensation aligns executives’ interests with those of our stockholders by linking realized pay to long-term stock price performance, and balances risk, reward, and ethical considerations. | | Governance and Risk Management | Programs are overseen by an independent Compensation Committee and designed to promote sound risk management and sustainable performance. |

  43. Executive Compensation Practices

    | What We Do | What We Don’t Do | | Independent compensation consultant retained by, and reporting directly to, the Compensation Committee | No guaranteed minimum payouts under annual or long-term incentive plans | | Strong pay-for-performance alignment, with a significant portion of compensation at risk and tied to financial, operational, and strategic metrics | No single-trigger change in control benefits; double-trigger benefits are payable only upon both a change in control and a qualifying termination | | Annual review of compensation programs to help ensure alignment with market practice and avoidance of excessive risk‑taking | No excise tax gross-ups on change in control or severance arrangements | | Incentive plan design incorporates capped payout opportunities (maximum of 200% of target) | No excessive perquisites or personal benefits | | Clawback policy compliant with, and exceeding SEC and Nasdaq requirements, enabling recovery of incentive compensation in the event of a restatement or misconduct | No hedging or pledging of Company securities by directors or executives | | Robust stock ownership guidelines to align executives and directors with long-term stockholder interests | No guaranteed base salary increases; adjustments are performance and market based |

  44. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retains an independent compensation consultant, Exequity, to provide advice on executive compensation matters. The compensation consultant: •Advises the Compensation Committee on executive compensation design, structure and market competitiveness, and level; •Assists in the development of the Company’s peer group and comparative compensation analyses based on publicly available information and survey data; •Evaluates the competitiveness of NEO compensation; •Advises the Compensation Committee on pay-for-performance alignment; •Provides insights on market trends, governance practices, and program design; and •Responds to other miscellaneous requests made by the Compensation Committee. The Compensation Committee annually assesses the independence of its consultant and has determined that no conflicts of interest exist that would impair the consultant’s ability to provide objective and independent advice.

  45. Use of Competitive Compensation Data

    Use of Competitive Compensation Data The Compensation Committee reviews competitive market data, including peer group and survey data provided by its independent compensation consultant, Exequity, to assess the competitiveness of the Company’s executive compensation program and its individual elements. The peer group serves as the primary reference for evaluating NEO total direct compensation, with size-appropriate general industry survey data used as a secondary reference. While external comparison is an important input, the Compensation Committee does not rely solely on market data in setting compensation. The Compensation Committee also considers individual and Company-specific factors, including the executive’s role and responsibilities, performance, experience, internal pay equity, and market demand for talent. The Compensation Committee reviews the peer group annually. At the end of 2024, in consultation with management and Exequity, the Compensation Committee determined that the peer group continued to be reflective of the Company’s size and operating characteristics and that no changes were needed. The 2025 peer group consists of 16 companies in the aerospace and defense and related industries, consistent with last year’s peer group. The peer group was used to inform 2025 NEO compensation decisions.

  46. Use of Competitive Compensation Data

    | Peer Group Companies | | | | AAR Corporation (AIR) | HEICO Corporation (HEI) | Science Applications International Corporation (SAIC) | | Barnes Group, Inc. (B) | Hexcel Corporation (HXL) | Teledyne Technologies Inc. (TDY) | | BWX Technologies Inc. (BWXT) | Huntington Ingalls Industries Inc. (HII) | V2X, Inc. (VVX) | | CACI International Inc. (CACI) | Mercury Systems, Inc. (MRCY) | Woodward, Inc. (WWD) | | Crane Co. (CR) | Moog, Inc. (MOG.A) | | | Curtiss-Wright Corporation (CW) | Parsons Corporation (PSN) | |

  47. Annual Incentive Compensation

    Annual Incentive Compensation In 2025, the Company’s NEOs were eligible to receive annual cash incentive awards under the Leonardo DRS Incentive Compensation Plan (the “ICP”). Awards under the ICP are based on the achievement of pre-established Company performance objectives and individual performance goals, each of which is approved by the Compensation Committee at the beginning of the year. ICP awards are intended to incentivize the achievement of annual financial, operational, and strategic objectives that support the Company’s long-term performance. Following the end of the plan year, the Compensation Committee evaluates Company and individual performance against the established goals to determine earned awards. Incentive payments, if any, are typically made in the first quarter of the following year. The Compensation Committee evaluates and approves the CEO’s performance. For the other NEOs, individual performance is assessed by the CEO and reviewed and approved by the Compensation Committee.

  48. Targets for Annual Incentive Compensation

    Targets for Annual Incentive Compensation Each NEO is assigned an annual target incentive opportunity under the ICP, expressed as a percentage of base salary. Target opportunities are reviewed annually and may be adjusted based on factors such as changes in responsibilities and market competitiveness. For 2025, the annual target incentive opportunity for Mr. Lynn remained at 120% of base salary. Target opportunities for the other NEOs remained unchanged at 80% for Mr. Baylouny, 75% for Mr. Dippold, 70% for Mr. Dorfman, and 65% for Ms. Wallace. Consistent with market practice, the maximum payout under the ICP is capped at 200% of target. Payouts are contingent on achievement of specified thresholds for each metric, and no payout is earned for any financial metric if performance falls below the applicable threshold level. For 2025, threshold performance levels were set at 80% for Bookings, Adjusted EBITDA, and Free Cash Flow, and 90% for Revenue. Maximum performance levels were set at 120% for Bookings, Adjusted EBITDA, and Free Cash Flow, and 110% for Revenue.

  49. 2025 Performance Metrics for Annual Incentive Compensation

    2025 Performance Metrics for Annual Incentive Compensation For 2025, awards under the ICP were based (i) 75% on Company performance, measured against four weighted financial metrics, and (ii) 25% on individual performance, based on objectives related to the Company’s growth and strategy, operational execution, and people priorities.

  50. 2025 Performance Metrics for Annual Incentive Compensation

    | Leonardo DRS | 38 | 2026 Proxy Statement |

  51. 2025 Performance Metrics for Annual Incentive Compensation

    Company Financial Performance Metrics. The four weighted financial metrics are described in the table below.

  52. 2025 Performance Metrics for Annual Incentive Compensation

    | Metric | Weighting | Background, Definition and Rationale | | Adjusted EBITDA | 30% | •Adjusted EBITDA is defined as net earnings before income taxes, interest expense, amortization of acquired intangible assets, depreciation, deal-related transaction costs, restructuring costs, and other one-time non-operational events, including non-service pension expense, legal liability accrual reversals, executive transition costs, and foreign exchange impacts. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by revenues. •The Compensation Committee uses Adjusted EBITDA as a key performance measure to evaluate the Company’s operating performance, efficiency, and profitability, as well as to drive long-term stockholder value. | | Free Cash Flow | 30% | •Free Cash Flow (“FCF”) is defined as cash flows provided by (used in) operating activities, plus transaction-related expenditures (net of tax), capital expenditures, and proceeds from the sale of assets. •The Compensation Committee uses FCF as an important measure of the Company’s ability to generate cash on a normalized basis. FCF also provides insight into the Company’s flexibility to allocate capital and pursue opportunities. | | Bookings | 20% | •Bookings are defined as the total value of contract awards and orders received during the period, including U.S. government awards for which funds have been appropriated and legally obligated to the Company through a contract or purchase order, as well as awards and orders from non-U.S. government and commercial customers. Bookings are measured net of cancellations, terminations, and downward scope modifications recorded during the period, and exclude unexercised options and unfunded Indefinite Delivery Indefinite Quantity (“IDIQ”) contract ceiling amounts, unless otherwise specified under Company policy. •The Compensation Committee uses Bookings as a key indicator of demand and future revenue visibility, providing insight into the Company’s growth trajectory and business momentum. | | Revenue | 20% | •Revenue is defined as revenue recognized in accordance with U.S. GAAP (ASC 606) and reported in the Company’s consolidated financial statements for the applicable period. •The Compensation Committee uses Revenue as a key indicator of the Company’s ability to generate income and deliver growth and is a readily measurable indicator of overall business performance. |

  53. 2025 Performance Metrics for Annual Incentive Compensation

    Each Company financial performance metric is assigned a specific weighting, with applicable performance thresholds and payout ranges set forth in the table below. No payout is earned for any metric if performance falls below the minimum threshold.

  54. 2025 Performance Metrics for Annual Incentive Compensation

    | 2025 Company Financial Performance Targets by Threshold | | | | | | | Metric | Weighting | Min Perf ($ in millions) | Target Perf ($ in millions) | Max Perf ($ in millions) | Thresholds (Min-Target-Max)(1) | | Adjusted EBITDA | 30% | 360 | 450 | 540 | 80%-100%-120% | | FCF | 30% | 178 | 223 | 268 | | | Bookings | 20% | 2,848 | 3,560 | 4,272 | | | Revenue | 20% | 3,060 | 3,400 | 3,740 | 90%-100%-110% |

  55. 2025 Performance Metrics for Annual Incentive Compensation

    1.Note: performance between threshold, target, and maximum levels are determined using linear interpolation. The financial performance metrics are calculated in accordance with GAAP and the Company’s disclosed non-GAAP measures. For additional information on non-GAAP metrics, see “Appendix A: Non-GAAP Financial Measures” to this proxy statement. Individual Performance Objectives. Individual performance objectives may include goals related to growth and strategy, operational execution, and people priorities. The objectives are evaluated based on achievement and their relative importance to the Company’s strategic and operational success.

  56. 2025 Performance Metrics for Annual Incentive Compensation

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  57. 2025 Performance Metrics for Annual Incentive Compensation

    Following the end of the year, the CEO evaluates the performance of each NEO (other than himself) and assigns a goal rating from 0% to 200% based on goal achievement. These ratings are averaged to determine an overall individual performance rating, which is reviewed and approved by the Compensation Committee. The Compensation Committee evaluates and determines the CEO’s individual performance rating based on his achievement against established goals.

  58. 2025 Performance Achievement for Annual Incentive Compensation

    2025 Performance Achievement for Annual Incentive Compensation Company Financial Performance (75% of Incentive Opportunity). The Company’s performance against its 2025 ICP financial targets resulted in Company Financial Performance of 137.5% of target, as shown below.

  59. 2025 Performance Achievement for Annual Incentive Compensation

    | 2025 Company Financial Performance Achievement | | | | | | | | Performance Metric | 2025 Target (in millions) ($) | 2025 Actual Performance (in millions) ($) | % Performance Achieved (%) | ICP Performance Factor(1) (%) | Weighting (%) | Weighted Performance Factor(2) (%) | | | (a) | (b) | (c) = (b) ÷ (a) | (d) | (e) | (f) = (d) × (e) | | Adjusted EBITDA | 450 | 453 | 101 | 105 | 30 | 31.5 | | FCF | 223 | 227 | 102 | 110 | 30 | 33.0 | | Bookings | 3,560 | 4,245 | 119 | 195 | 20 | 39.0 | | Revenue | 3,400 | 3,648 | 107 | 170 | 20 | 34.0 | | Total Financial Performance Achievement(3) | | | | | 100 | 137.5 |

  60. 2025 Performance Achievement for Annual Incentive Compensation

    1.The ICP performance factor for each metric is determined by applying interpolation to the percentage of performance achieved. 2.The weighted performance factor is calculated by applying the applicable weighting to the ICP performance factor. 3.The resulting financial performance achievement, which is the sum of the weighted performance factors, is combined with individual performance achievement to determine the calculated award. Individual Performance (25% of Incentive Opportunity). The Compensation Committee evaluated each NEO’s individual performance goals and results to determine overall individual performance achievement. For 2025, all NEOs received an individual performance rating of 200% of target.

  61. 2025 Performance Achievement for Annual Incentive Compensation

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  62. 2025 Performance Achievement for Annual Incentive Compensation

    A summary of each NEO’s achievement against individual performance goals is provided below.

  63. 2025 Performance Achievement for Annual Incentive Compensation

    | William J. Lynn III | | •Strategy: The Company continued to make substantial progress in strengthening its market position, delivering double-digit revenue growth. The Company increased investments in capital expenditures by approximately 60% year-over-year, and internal research and development by approximately 40%, with a focus on expanding its core market positions. The Company also negotiated a transaction to license its photonics quantum capabilities, enabling it to monetize commercial opportunities while preserving its ability to support military applications. In addition, the Company enhanced its market visibility and brand recognition through targeted advertising, customer engagement, industry conferences, and media outreach. | | •Financial Results: The Company achieved its key financial objectives, with Bookings of over $4.2 billion, representing approximately 20% above plan and resulting in a strong book-to-bill ratio of 1.2x, reflecting continued growth momentum. Revenue exceeded plan by 13%, and Adjusted EBITDA increased by 13%. Free Cash Flow represented approximately 73% of adjusted net earnings, despite increased investment levels. The Company also improved cash linearity during the year. | | •Execution: The Company focused on reducing program risk and strengthening program execution through close engagement with customers. Through strategic investments in its supply chain for critical materials, the Company improved availability, pricing, and revenue predictability. Through its Always Performing for Excellence (APEX) operational efficiency program, the Company generated savings equal to approximately 2.6% of revenue, exceeding its goal of 1.5%. | | •People Priorities: The Company continued to enhance employee retention through competitive compensation, and an expanded benefit portfolio, to include another employee stock purchase plan offering, while continuing to foster a culture of compliance and ethical responsibility. The Company developed and presented a comprehensive succession plan to the Board, encompassing leadership across the enterprise Company. Through structured development programs, mentorship initiatives, and targeted training, the Company strengthened the skills and capabilities of its workforce. In addition, the Company increased community engagement to support warfighters, veterans, and the communities in which it operates. These efforts contributed to the Company’s continued certification as a Great Place to Work®. |

  64. 2025 Performance Achievement for Annual Incentive Compensation

    | Michael Dippold | | •Strategy: The Company enhanced its capital allocation strategy by prioritizing organic growth through increased internal investment. The Company evaluated growth opportunities and developed an investment strategy to expand its organic prospects. This increased investment is reflected in approximately 60% year-over-year growth in capital expenditures and 40% for internal research and development. Investments included the allocation of capital to pursue adjacent growth opportunities and expand capacity within core capabilities, including continued expansion of the Company’s Naval Power and Propulsion operations in South Carolina, and capacity expansion with our tactical radar business, both of which project to be key pillars in future growth. | | •Execution: The Company improved forecasting accuracy and the reliability of its financial projections. Despite supply chain impacts and increased internal investments, including capital investments and internal research and development, the Company maintained and delivered solid financial results consistent with expectations, effectively managed operations and delivered on plan commitments. These actions enabled the Company to make informed decisions to invest in future growth, while appropriately mitigating risk. | | •People: The finance team demonstrated strong performance in forecasting, managing risk, and exceeding key financial objectives throughout the year. The team also led significant investor outreach and engagement efforts, including participation at multiple industrial conferences, non-deal roadshows, and numerous investor meetings. In addition, the finance team collaborated closely with business unit leaders and their finance leads to mitigate risk and drive continuous improvement in forecasting accuracy and financial discipline. |

  65. 2025 Performance Achievement for Annual Incentive Compensation

    | John Baylouny | | •Growth: The Company strengthened its market position and delivered approximately 13% year-over-year growth in 2025, with a 1.2x book-to-bill ratio, positioning the Company for continued momentum in 2026. The Company also advanced development of a durable “right to win” strategy across core markets and made targeted investments to secure a key strategic opportunity in the space market, positioning the Company as a significant contributor in space sensing. | | •Execution: The Company focused on disciplined program execution to reduce risk through targeted investments in tools, training, APEX/continuous improvement solutions, and guidance. This performance resulted in the successful retirement of critical program risks in 2025 and a significant reduction in remaining risk levels compared to the beginning of the year. | | •People: The Company strengthened enterprise-wide capabilities through continued cross-business collaboration, including the development of new product lines. These efforts were supported by targeted investments and cross-functional engagement, enabling knowledge transfer and driving meaningful collaboration across business units. |

  66. 2025 Performance Achievement for Annual Incentive Compensation

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  67. 2025 Performance Achievement for Annual Incentive Compensation

    | Mark Dorfman | | •Strategy: Mr. Dorfman provided advice and counsel to the Board and senior leadership of the Company on a wide array of strategically significant matters. Mr. Dorfman led a multi-disciplinary team to complete a strategically and financially significant complex corporate transaction on an accelerated timeline to close by year-end, securing strong and favorable terms for the Company. | | •Execution: Mr. Dorfman revised the Company's Certificate of Incorporation and Bylaws to align with best governance practices. Mr. Dorfman led efforts to secure approval and execute a new five-year proxy agreement with the U.S. government and the Company’s majority stockholder. Mr. Dorfman also enhanced Board training and addressed identified areas for improvement. Under Mr. Dorfman’s leadership, the Company successfully navigated the legal complexities of the CEO transition, executing a deliberate and thorough process that resulted in the appointment of the Company’s new CEO effective at the beginning of 2026. Mr. Dorfman materially reduced the Company’s risk profile through active litigation and claims management. | | •People: Mr. Dorfman championed the Company’s ethics program. Mr. Dorfman enhanced ethics, compliance and contracting training to mitigate legal risk, as well as strengthened alignment between the team and business leaders across the Company. Mr. Dorfman also led a cross-functional effort to address supply chain material scarcity through both government and commercial efforts and augmented team capabilities through targeted hiring to support key responsibilities and reduce reliance on external resources. Mr. Dorfman also supported the Company’s efforts to identify and cultivate high potential employees and emerging leaders. |

  68. 2025 Performance Achievement for Annual Incentive Compensation

    | Sally Wallace | | •Growth: The Company enhanced its strategic planning capabilities by improving analytical rigor and strengthening linkages between strategic planning and financial operating plans, enabling more effective evaluation of initiatives and associated risks. In collaboration with business unit leadership, the Company improved integration across business development and finance throughout the planning cycle. In 2025, the Company also implemented a more standardized approach to material cost estimation for proposals and ongoing estimates at completion (EAC). The Company further advanced the use of consistent enterprise-wide metrics, including engineering metrics, increasing focus on new product introduction programs and supporting more disciplined execution across business units. | | •Execution: Ms. Wallace continued to lead the APEX program, driving implementation across the Company and delivering approximately $87.4M in savings, including $45.3M of material savings and $42.1M from general improvements, exceeding the $52.7M target. This represents a 5% increase over 2024 performance. While improvements were achieved across all businesses, the most significant gains occurred in the Company’s high-performance laser and tactical radar businesses. Ms. Wallace implemented enterprise-governed metrics for incorporation into quarterly business reviews, driving improved execution performance. | | •People: Ms. Wallace served as executive sponsor for several cross-business working groups, including program managers and engineering. Ms. Wallace led the OneStream implementation, designed to improve efficiency in several financial actions. Ms. Wallace advanced talent development by launching an enhanced program management training plan and, in partnership with HR, established an enterprise-wide succession planning process for program managers (implementation in 2026). Ms. Wallace mentored APEX leads, the One Stream team, and participants in the Company’s mentoring program, and expanded mentoring initiatives across Program Management, Supply Chain, and Quality. Ms. Wallace served as interim business unit leader, overseeing operations, evaluating talent for promotion, and leading the recruitment of the new business unit leader. |

  69. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use equity-based long-term incentives to help motivate and retain key talent, align pay with long-term financial and strategic performance, and provide NEOs with a direct stake in the Company’s long-term success. Equity awards for NEOs are approved by the Compensation Committee and granted under the ECP, most recently approved by our stockholders in 2025.

  70. Changes to ECP for 2026

    Changes to ECP for 2026 The Compensation Committee reviewed the mix of RSU and PRSU target awards provided to the NEOs against peer group practices, with input from its independent compensation consultant, Exequity. Based on this review, and to further strengthen the alignment of executive compensation with Company performance and stockholder value creation, the Compensation Committee approved changes to the target award mix, effective January 1, 2026. The CEO’s target award mix was changed from 50% RSUs and 50% PRSUs to 40% RSUs and 60% PRSUs, and the target award mix for the other NEOs was changed from 50% RSUs and 50% PRSUs to 45% RSUs and 55% PRSUs.

  71. 2025 Equity Award Design under the ECP

    2025 Equity Award Design under the ECP

  72. 2025 ECP Target Opportunities and Components

    2025 ECP Target Opportunities and Components Each NEO’s target opportunity is a fixed value, earned generally over a three-year performance period, and allocated equally between time-vested RSUs and PRSUs. RSUs support retention and stockholder alignment, while PRSUs incentivize sustained performance, with metrics that differ from the ICP to support a balanced, long-term performance framework. PRSU goals are approved by the Compensation Committee at the start of the three-year performance period. Target opportunities are reviewed annually as part of the Company’s comparative compensation process and are based on market data, Company performance, role scope, tenure, and expected long-term contributions. The 2025 target opportunity for the CEO remained consistent with the 2024 target. Based on market data provided by Exequity, the Compensation Committee approved increases to the target opportunities for the other NEOs to support market alignment and retention. Following these adjustments, target opportunities were generally positioned below or approaching the median of the Company’s peer group. Individual adjustments were as follows: Mr. Dippold (+$195,000); Mr. Baylouny (+$110,000), Mr. Dorfman (+$64,000), and Ms. Wallace (+40,000), as detailed below:

  73. 2025 ECP Target Opportunities and Components

    | Name | ECP Target Award ($) | RSU Target Awards ($)(1) | PRSU Target Awards ($)(2) | | William J. Lynn III | 4,510,100 | 2,255,050 | 2,255,050 | | Michael Dippold | 1,075,000 | 537,500 | 537,500 | | John Baylouny | 1,185,000 | 592,500 | 592,500 | | Mark Dorfman | 680,000 | 340,000 | 340,000 | | Sally Wallace | 600,000 | 300,000 | 300,000 |

  74. 2025 ECP Performance Metrics

    2025 ECP Performance Metrics The 2025 ECP financial performance metrics and the target for each metric were approved by the Compensation Committee in early 2025. PRSUs are earned based on three performance metrics, as set forth in the table below.

  75. 2025 ECP Performance Metrics

    | Metric | Weighting | Background, Definition and Rationale | | Relative Total Shareholder Return (rTSR) | 40% | •rTSR is measured relative to the companies in the S&P Aerospace and Defense Select Industry Index as of January 1, 2025. The comparison group is fixed at the beginning of the performance period and used a basis for the percentile ranking. rTSR calculation will include stock price appreciation plus dividends for the Company, and for each company that remains in the comparison group through the performance period ending December 31, 2027. rTSR is calculated by dividing the ending stock price (adjusted for dividends reinvested during the performance period) by the beginning stock price, with both the beginning and ending stock prices measured over a 60-day average. Following the calculation, each company in the comparison group is ranked in descending order, the Company’s rTSR calculation will be measured against the comparison group to determine the Company’s percentile ranking. •This metric aligns executive compensation with stockholder value creation and encourages performance relative to industry peers. | | 3-year Average Adjusted Diluted Earnings Per Share (EPS) | 40% | •Measured over the performance period, January 1, 2025 through December 31, 2027, adjusted diluted EPS is calculated by excluding from net earnings deal-related transaction costs, amortization of acquired intangible assets, restructuring costs, other non-operating expenses such as foreign exchange, non-service pension expenditures, legal liability accrual reversals, other one-time non-operational events, and gains (losses) on business disposals (net of tax) with such adjustments reflected net of tax. The result is then divided by the diluted weighted average number of shares outstanding. •This metric encourages long-term growth through disciplined decision-making and aligns executives with stockholder interests. | | 3-year Average Return on Invested Capital (ROIC) | 20% | •Measured over the performance period, January 1, 2025 through December 31, 2027, ROIC is calculated as the three-year average Net Operating Profit After Tax (“NOPAT”) divided by Invested Capital(1). •ROIC evaluates management’s ability to generate sustained returns on invested capital, reinforces a focus on profitability and capital efficiency, and together with EPS and rTSR, supports a balanced, long-term approach to executive compensation. |

  76. 2025 ECP Performance Metrics

    1.“NOPAT” is a non-GAAP measure defined as net earnings plus tax-effected interest, amortization, deal related expenditures, and restructuring and other nonoperational expenses, as well as net earnings generated from acquisitions in the year of purchase. “Invested Capital” is defined as equity plus net debt (including lease debt), excluding invested capital generated from acquisitions in the year of purchase. The Compensation Committee has sole discretion to determine whether performance goals have been achieved, and, if so, the number of PRSUs earned. Awards earned under the ECP may range from 0% to 200% of the target award opportunity. For 2025, the Compensation Committee approved minimum and maximum performance thresholds for each metric, with the minimum level representing the threshold below which no awards are earned and the maximum level set reflecting stretch performance above target, at which 200% payout is warranted. For additional details regarding the 2025 ECP awards, see the “2025 Grants of Plan-Based Awards Table” below and accompanying narrative disclosure.

  77. 2023 PRSU Performance Results and Payment

    | | 2023 - 2025 Company Performance Targets by Threshold | | | Performance Payout Threshold (interpolation used between these points) (%) | | Performance Threshold | Relative TSR (40% Weighting) (percentile) | 3-Year Revenue Growth (30% Weighting) (%) | 3-Year Average ROIC (30% Weighting) (%) | | | Minimum | 40th Percentile | 4 | 10 | 50% of Target | | Target | 60th Percentile | 6 | 11.5 | 100% of Target | | Maximum | 80th Percentile | 9 | 13 | 200% of Target |

  78. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company maintains the Leonardo DRS, Inc. Executive Severance Plan, as amended and restated and approved by the Compensation Committee on October 10, 2022 (the “Severance Plan”). The Severance Plan is designed to support retention of key employees, including the NEOs, promote stability within the organization, and provide appropriate economic security in the event of certain qualifying terminations, including those occurring with a change in control. The Compensation Committee periodically reviews the design, payment levels, and benefits provided under the Severance Plan to ensure continued alignment with market practices and the Company’s compensation philosophy. In addition to the Severance Plan, NEOs may also be eligible to receive certain payments or benefits under the Company’s ICP and award agreements granted under the ECP, subject to the terms of such plans and, where applicable, the discretion of the Compensation Committee, in connection with certain qualifying terminations, including death or disability. Mr. Lynn was eligible to receive enhanced severance benefits in connection with certain qualifying terminations, as well as upon retirement, pursuant to the terms of his employment agreement. Mr. Lynn retired from his role as Chairman and CEO on December 31, 2025; and remained employed as an executive advisor through April 1, 2026. Additional detail regarding each NEO’s severance and change in control benefits, including quantified amounts, is provided in the section entitled “Executive Compensation – Potential Payments Upon Termination or Change in Control” below.

  79. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards The Company does not time the grant of equity awards in coordination with the release of material nonpublic information, nor does it time the release of material nonpublic information based on the timing of equity grant dates. The equity awards are granted under a stockholder-approved plan and we do not currently grant stock options or stock appreciation rights. Equity awards are generally approved on the dates of our regularly scheduled Compensation Committee meetings and are effective as of such dates or specified prospective dates. Outside of the annual grant cycle, we may make equity award grants in connection with new hire packages or for retention purposes.

  80. Policies and Practices Related to the Grant of Certain Equity Awards

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  81. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information concerning the total compensation awarded to, earned by, or paid to the Company’s CEO, CFO, and other NEOs for services rendered to the Company and its subsidiaries in all capacities during the last three completed fiscal years. The footnotes accompanying the 2025 Summary Compensation Table provide additional detail regarding the amounts reported for 2025, unless otherwise indicated.

  82. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | William J. Lynn III Former Chairman and CEO | 2025 | 1,157,249 | 4,846,532 | 2,126,500 | — | 94,711 | 8,224,992 | | | 2024 | 1,157,249 | 4,395,296 | 2,209,800 | — | 112,626 | 7,874,971 | | | 2023 | 1,160,428 | 4,410,599 | 5,137,726 | — | 112,826 | 10,821,579 | | Michael Dippold Executive Vice President, CFO | 2025 | 547,588 | 1,155,206 | 634,000 | — | 59,220 | 2,396,014 | | | 2024 | 526,747 | 943,375 | 632,600 | — | 58,554 | 2,161,276 | | | 2023 | 512,346 | 985,609 | 1,273,434 | — | 57,819 | 2,829,209 | | John Baylouny Executive Vice President, COO | 2025 | 612,187 | 1,273,391 | 755,900 | — | 62,354 | 2,703,832 | | | 2024 | 589,341 | 1,152,440 | 754,900 | — | 58,671 | 2,555,352 | | | 2023 | 573,165 | 1,201,221 | 1,535,550 | — | 59,873 | 3,369,809 | | Mark Dorfman Executive Vice President General Counsel & Secretary | 2025 | 498,989 | 730,747 | 539,200 | — | 56,980 | 1,825,916 | | | 2024 | 479,137 | 660,379 | 538,100 | — | 58,443 | 1,736,059 | | | 2023 | 462,550 | 689,924 | 982,954 | — | 57,491 | 2,192,918 | | Sally Wallace Executive Vice President, Operations | 2025 | 501,992 | 644,770 | 502,700 | 38,078 | 49,050 | 1,736,590 | | | 2024 | 486,950 | 600,324 | 493,300 | — | 57,842 | 1,638,417 | | | 2023 | 474,205 | 689,924 | 937,754 | 39,512 | 57,011 | 2,198,407 |

  83. 2025 Summary Compensation Table

    1.For 2025, reflects the aggregate grant date fair value of awards of RSUs and PRSUs awarded under the ECP in 2025, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and PRSUs are incorporated by reference to Note 14 to the consolidated financial statements in the Company’s 2025 Annual Report. The value of the portion of the 2025 PRSUs with performance-based vesting reported in the Stock Awards column is based on the probable outcome of the performance conditions (at the award date) in accordance with FASB ASC Topic 718, assuming no forfeitures. The value of the portion of the 2025 PRSUs with market-based vesting conditions reported in the Stock Awards column is based on a Monte Carlo simulation. For all PRSUs awarded in 2025, the aggregate values achievable assuming the performance or market-based vesting conditions will be achieved at the highest level are $6,192,973 for Mr. Lynn, $1,476,124 for Mr. Dippold, $1,627,149 for Mr. Baylouny, $933,745 for Mr. Dorfman, and $823,890 for Ms. Wallace. These amounts do not reflect the actual value that will be realized by our NEOs. 2.The amounts in this column for 2025 reflect the annual incentive cash awards earned under the Company’s ICP for 2025. See “Compensation Discussion and Analysis—Components of Compensation Program—Annual Incentive Compensation” above for a description of this program. 3.This column represents an increase during 2025 in the present value of Ms. Wallace’s accumulated benefit under the Pension Plan for Employees of DRS Naval Power Systems, Inc. For more information regarding Ms. Wallace’s pension benefits, please see the “Pension Benefits” table below.

  84. 2025 Summary Compensation Table

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  85. 2025 Summary Compensation Table

    4.The amounts shown in the “All Other Compensation” column for 2025 include the amounts detailed in the table below. See “Compensation Discussion and Analysis—Components of Benefits and Perquisites Program” for a description of the benefits discussed in the table below.

  86. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides additional information about plan-based compensation disclosed in the 2025 Summary Compensation Table. This table includes equity and non-equity awards granted during 2025.

  87. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards and Options | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | William J. Lynn III | — | — | — | — | — | — | — | — | — | | (2) | — | 694,349 | 1,388,699 | 2,777,398 | — | — | — | — | — | | (3) | 4/3/2025 | — | — | — | 34,303 | 68,605 | 137,210 | — | 2,602,462 | | (3) | 4/3/2025 | — | — | — | — | — | — | 68,605 | 2,244,070 | | Michael Dippold | — | — | — | — | — | — | — | — | — | | (2) | — | 207,000 | 414,000 | 828,000 | — | — | — | — | — | | (3) | 4/3/2025 | — | — | — | 8,176 | 16,352 | 32,704 | — | 620,299 | | (3) | 4/3/2025 | — | — | — | — | — | — | 16,353 | 534,907 | | John Baylouny | — | — | — | — | — | — | — | — | — | | (2) | — | 246,800 | 493,600 | 987,200 | — | — | — | — | — | | (3) | 4/3/2025 | — | — | — | 9,013 | 18,025 | 36,050 | — | 683,760 | | (3) | 4/3/2025 | — | — | — | — | — | — | 18,026 | 589,630 |

  88. 2025 Grants of Plan-Based Awards Table

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  89. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards and Options | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Dorfman | — | — | — | — | — | — | — | — | — | | (2) | — | 176,051 | 352,101 | 704,202 | — | — | — | — | — | | (3) | 4/3/2025 | — | — | — | 5,172 | 10,344 | 20,688 | — | 392,395 | | (3) | 4/3/2025 | — | — | — | — | — | — | 10,344 | 338,352 | | Sally Wallace | — | — | — | — | — | — | — | — | — | | (2) | — | 164,126 | 328,251 | 656,502 | — | — | — | — | — | | (3) | 4/3/2025 | — | — | — | 4,564 | 9,127 | 18,254 | — | 346,226 | | (3) | 4/3/2025 | — | — | — | — | — | — | 9,127 | 298,544 |

  90. 2025 Grants of Plan-Based Awards Table

    1.The amounts reported in this column for 2025 reflect the aggregate grant date fair value of RSUs and PRSUs under the ECP awarded in the year. There can be no assurance that these values will ever be realized. See Note 14 to the consolidated financial statements in the Company’s 2025 Annual Report for the assumptions made in determining values. 2.These amounts represent cash bonus awards made under the ICP. The threshold, target, and maximum amounts represent 50%, 100%, and 200%, respectively, of the annual total incentive award opportunity for each NEO. If actual performance falls between threshold and target or between target and maximum, the award would be calculated using linear interpolation. Under the ICP, the target annual incentive opportunity for the NEOs was based on a percentage of base salary, which is 120% for Mr. Lynn, 75% for Mr. Dippold, 80% for Mr. Baylouny, 70% for Mr. Dorfman, and 65% for Ms. Wallace. The target amount is generally the NEO’s base salary multiplied by his or her respective target opportunity. 3.These awards were granted under the ECP and were awarded as part of the Company’s annual long-term incentive program. See below for a description of each form of award.

  91. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  92. Outstanding Equity Awards At 2025 Fiscal Year-End

    Outstanding Equity Awards At 2025 Fiscal Year-End The following table shows outstanding equity awards as of December 31, 2025 for each NEO.

  93. Outstanding Equity Awards At 2025 Fiscal Year-End

    | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | William J. Lynn III | 4/3/2025 | 68,605 | 2,338,744(3) | 22,868 | 1,559,140(5) | | | 5/8/2024 | 63,507 | 2,164,954(3) | 63,507 | 4,329,907(6) | | | 4/18/2023 | 46,361 | 1,580,446(3) | — | — | | | 4/18/2023 | 139,083 | 8,505,963(4) | — | — | | Michael Dippold | 4/3/2025 | 16,353 | 557,474(3) | 16,352 | 1,114,879(5) | | | 5/8/2024 | 13,631 | 464,681(3) | 20,446 | 1,394,008(6) | | | 4/18/2023 | 10,360 | 353,172(3) | — | — | | | 4/18/2023 | 31,080 | 1,900,774(4) | — | — | | John Baylouny | 4/3/2025 | 18,026 | 614,506(3) | 18,025 | 1,228,945(5) | | | 5/8/2024 | 16,652 | 567,667(3) | 24,977 | 1,702,932 (6) | | | 4/18/2023 | 12,627 | 430,454(3) | — | — | | | 4/18/2023 | 37,879 | 2,316,583(4) | — | — | | Mark Dorfman | 4/3/2025 | 10,344 | 352,627(3) | 10,344 | 705,254(5) | | | 5/8/2024 | 9,542 | 325,287(3) | 14,313 | 975,860(6) | | | 4/18/2023 | 7,252 | 247,221(3) | — | — | | | 4/18/2023 | 21,756 | 1,330,542(4) | — | — | | Sally Wallace | 4/3/2025 | 9,127 | 311,139(3) | 9,127 | 622,279(5) | | | 5/8/2024 | 8,674 | 295,697(3) | 13,011 | 887,090(6) | | | 4/18/2023 | 7,252 | 247,221(3) | — | — | | | 4/18/2023 | 21,756 | 1,330,542(4) | — | — |

  94. Outstanding Equity Awards At 2025 Fiscal Year-End

    1.All awards in this table were granted under the ECP. 2.For purposes of this table, the market value of the RSUs and PRSUs is determined by multiplying the number of shares by $34.09, the closing price of one share of Company common stock on the last trading day of the year (December 31, 2025). 3.These amounts represent outstanding awards of RSUs that vest in three equal annual installments starting on the grant date, generally subject to an NEO’s continued service through each applicable vesting date. 4.These amounts represent outstanding awards of PRSUs shown at actual performance that cliff vested on April 1, 2026. 5.These amounts represent outstanding awards of PRSUs at maximum that cliff vest on April 1, 2028, generally subject to an NEO’s continued service through the applicable vesting date and the Company achieving the rTSR, Average Adjusted Diluted EPS and Average ROIC performance conditions during the 2025-2027 performance period. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2025 under the PRSU award against the threshold, target, and maximum performance levels for the award and report in the table the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level.

  95. Outstanding Equity Awards At 2025 Fiscal Year-End

    | Leonardo DRS | 55 | 2026 Proxy Statement |

  96. Outstanding Equity Awards At 2025 Fiscal Year-End

    6.These amounts represent outstanding awards of PRSUs at maximum that cliff vest on April 1, 2027, generally subject to an NEO’s continued service through the applicable vesting date and the Company achieving the rTSR, Average Adjusted Diluted EPS and Average ROIC performance conditions during the 2024-2026 performance period. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2025 under the PRSU award against the threshold, target, and maximum performance levels for the award and report in the table the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level.

  97. 2025 Option Exercises And Stock Vested

    2025 Option Exercises And Stock Vested The following table sets forth the stock awards that vested for each NEO during 2025. None of the NEOs have received or exercised options in 2025.

  98. 2025 Option Exercises And Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | William J. Lynn III | 436,755 | 14,449,384 | | Michael Dippold | 97,319 | 3,219,713 | | John Baylouny | 118,628 | 3,924,698 | | Mark Dorfman | 68,124 | 2,253,822 | | Sally Wallace | 67,691 | 2,239,590 |

  99. Pension Benefits

    Pension Benefits The following table lists the pension program participation and actuarial present value for Ms. Wallace, the NEO with a defined benefit pension, as of December 31, 2025. No other NEOs participate in a defined benefit pension.

  100. Pension Benefits as of December 31, 2025

    Pension Benefits as of December 31, 2025

  101. Pension Benefits as of December 31, 2025

    | Name | Plan Name(1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | William J. Lynn III | — | — | — | — | | Michael Dippold | — | — | — | — | | John Baylouny | — | — | — | — | | Mark Dorfman | — | — | — | — | | Sally Wallace | Naval Power Systems Pension Plan | 15.9 | 503,185 | — |

  102. Pension Benefits as of December 31, 2025

    1.Benefits under the Pension Plan for Employees of DRS Naval Power Systems, Inc. were frozen effective as of December 31, 2011. 2.The Present Value of Accumulated Benefit (PVAB) for Ms. Wallace as of December 31, 2025 is $503,185, which is based on a discount rate of 5.27% and the PRI-2012 mortality table projected using MP-2021 with white collar adjustment. The PVAB for Ms. Wallace as of December 31, 2024 was $465,107, which is based on a discount rate of 5.44% and the PRI-2012 mortality table projected using MP-2021 with white collar adjustment. The change in Ms. Wallace’s PVAB is an increase of $38,078 which was caused by the change in the discount rate and her age. The above amounts are determined based on the same assumptions used for financial reporting purposes, except that the assumed retirement age is the normal retirement age of 65, which is also the earliest age at which she may receive retirement benefits without any reduction in benefits.

  103. Narrative to Pension Benefits

    Narrative to Pension Benefits A description of the Company’s Pension Plan is included above under the heading “Company-Sponsored Retirement Plans.”

  104. Narrative to Pension Benefits

    | Leonardo DRS | 56 | 2026 Proxy Statement |

  105. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed under “Compensation Discussion and Analysis—Components of Benefits and Perquisites Program—Severance and Change in Control Benefits” above, NEOs may be entitled to certain payments and benefits upon termination of employment under the Severance Plan, ICP, ECP, and related award agreements. In the case of Mr. Lynn, additional benefits may be payable pursuant to his employment agreement. Under the Severance Plan, NEOs are eligible for “double-trigger” severance benefits in the event of a qualifying termination of employment on or within two years following a change in control. No payments or benefits are payable solely as a result of a change in control. The table below presents estimated amounts that would have been payable to each NEO upon a termination of employment under various scenarios. The amounts shown are calculated as if the NEO’s employment had terminated on December 31, 2025, and reflect the specific termination triggers applicable to each NEO. The value of accelerated equity awards is based on the closing price of the Company’s common stock on December 31, 2025, which was $34.09 per share. The actual amounts payable to any NEO upon termination of employment can be determined only at the time of such termination and will depend on the circumstances then in effect. Accordingly, there can be no assurance that a termination or change in control occurring at a different time or under different conditions would result in amounts similar to those presented below. Accrued amounts under the Pension Plan are not included in this table. For these amounts, see the “Pension Benefits as of December 31, 2025” table above.

  106. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Triggering Event | Cash Severance ($)(1) | Continuation of Medical/Welfare Benefits (Present Value) ($)(2) | Accelerated Vesting or Payout of Long-Term Incentive Awards ($)(3) | Total Termination Benefits ($) | | William J. Lynn III | •Involuntary Termination without Cause (or for Good Reason) With Change in Control | 7,753,568 | 153,144 | 16,411,642 | 24,318,355 | | | •Involuntary Termination without Cause or Termination due to Material Breach by the Company | 7,753,568 | 91,887 | 13,770,008 | 21,615,463 | | | •Retirement | 2,126,500 | 91,887 | 7,685,863 | 9,904,250 | | | •Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | | •Disability or Death | 2,126,500 | — | 16,411,642 | 18,538,142 | | Michael Dippold | •Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,829,000 | 94,776 | 3,689,288 | 6,613,064 | | | •Involuntary Termination without Cause | 1,242,000 | 56,866 | — | 1,298,866 | | | •Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | | •Disability or Death | 634,000 | — | 3,689,288 | 4,323,288 |

  107. Potential Payments Upon Termination or Change in Control

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  108. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Triggering Event | Cash Severance ($)(1) | Continuation of Medical/Welfare Benefits (Present Value) ($)(2) | Accelerated Vesting or Payout of Long-Term Incentive Awards ($)(3) | Total Termination Benefits ($) | | John Baylouny | •Involuntary Termination without Cause (or for Good Reason) With Change in Control | 3,270,100 | 66,552 | 4,369,861 | 7,706,512 | | | •Involuntary Termination without Cause | 1,419,100 | 39,931 | — | 1,459,031 | | | •Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | | •Disability or Death | 755,900 | — | 4,369,861 | 5,125,761 | | Mark Dorfman | •Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,489,850 | 94,777 | 2,507,354 | 5,091,981 | | | •Involuntary Termination without Cause | 1,106,600 | 56,866 | — | 1,163,466 | | | •Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | | •Disability or Death | 539,200 | — | 2,507,354 | 3,046,554 | | Sally Wallace | •Involuntary Termination without Cause (or for Good Reason) With Change in Control | 2,411,375 | 53,376 | 2,350,403 | 4,815,155 | | | •Involuntary Termination without Cause | 1,085,750 | 32,026 | — | 1,117,776 | | | •Voluntary Termination (or Involuntary Termination for Cause) | — | — | — | — | | | •Disability or Death | 502,700 | — | 2,350,403 | 2,853,103 |

  109. Potential Payments Upon Termination or Change in Control

    1.In addition to the amounts provided above, in the event of death, each NEO’s beneficiary would receive payment from the Company’s third-party life insurance provider under the group life insurance benefit. Additionally, Mr. Lynn’s beneficiary would receive payment under his individual term life insurance provider. 2.In addition to the amounts provided above, each NEO would be eligible for a monthly disability benefit under our current provider. The long-term disability benefit is 66 ⅔% of the monthly base salary subject to a cap of $15,000. The NEOs would be eligible for disability benefits as long as they have a qualifying disability as determined in the sole discretion of our disability insurance provider. 3.The amounts provided above include the value of accelerated ECP equity awards (using the Company’s closing share price of $34.09 as of December 31, 2025, the last trading day of the year). The treatment of termination payments for equity awards under the ECP is outlined in the narrative descriptions below.

  110. Narrative to Potential Payments upon Termination or Change in Control Table

    Narrative to Potential Payments upon Termination or Change in Control Table Termination and change in control payments for each NEO are determined as described below. Except for Mr. Lynn, the termination benefits reflected in the table above and discussed below are generally available to the Company’s executives, including the NEOs, and vary based upon the circumstances of the executive’s termination. None of the NEOs are entitled to any severance or termination payments, other than accrued and vested benefits required by law, in the event of an involuntary termination for “cause” or a voluntary resignation. In addition, neither the Severance Plan nor Mr. Lynn’s employment agreement provides for any tax gross-ups with respect to excise taxes imposed under Section 4999 of the Code in connection with a change in control. Instead, these arrangements include a “best net” or modified cutback provision pursuant to which change in control benefits are reduced to a level that avoids the imposition of excise taxes, but only if such reduction results in greater after-tax benefit to the executive.

  111. Narrative to Potential Payments upon Termination or Change in Control Table

    | Leonardo DRS | 58 | 2026 Proxy Statement |

  112. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of William J. Lynn III, our former CEO, to the annual total compensation of the Company’s employees (other than Mr. Lynn) for 2025:

  113. CEO Pay Ratio

    | Median Employee annual total compensation | $89,332 | | Annual total compensation of our former CEO | $8,224,992 | | Ratio of former CEO to Median Employee annual total compensation | 92 to 1 |

  114. CEO Pay Ratio

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •As permitted by SEC rules, we used the same median employee for purposes of this disclosure as was used in the proxy statements for our 2025 and 2024 annual meetings of stockholders (“Median Employee”). There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure in this proxy statement. •To identify the Median Employee, we determined that, as of October 31, 2023, our employee population consisted of 6,579 individuals, with 6,044 of these employees located in the United States and 535 employees located outside of the United States. In determining our Median Employee, we excluded all employees located in Israel (or 257 employees), which in the aggregate represented less than 5% of our total employee population as of October 31, 2023, as permitted by SEC rules. As a result, our employee population used for determining the median employee was 6,322 employees, consisting of 6,044 employees based in the United States and 278 employees based outside the United States. Our employee population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers. We selected October 31, 2023, as our identification date for determining our Median Employee because it enabled us to make such identification in a reasonably efficient and economic manner.

  115. CEO Pay Ratio

    | Leonardo DRS | 61 | 2026 Proxy Statement |

  116. CEO Pay Ratio

    •We used a consistently applied compensation measure to identify our Median Employee by comparing only amounts of base salary. To make them comparable, salaries for newly-hired employees who had worked less than one year were annualized. •We identified our Median Employee by consistently applying this compensation measure to all of our employees included in our analysis. We did not make any cost-of-living adjustments in identifying the Median Employee. •We combined all of the elements of the Median Employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $89,332.

  117. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  118. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table The following table sets forth: (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the PEO and the other non-PEO NEOs as a group, respectively; (ii) the total and average total CAP (as determined in accordance with Item 402(v)) for the PEO and the other non-PEO NEOs as a group, respectively; (iii) the Company’s cumulative TSR (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”), as determined in accordance with Item 402(v); and (iv) Net Income and Adjusted EBITDA, for the previous five years.

  119. 2025 Pay Versus Performance Table

    | | | Compensation Actually Paid to PEO ($)(3) | Average SCT Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based on(4): | | | | | Year(1) | SCT Total for PEO ($)(2) | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($ in millions) | Adjusted EBITDA ($ in millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 8,224,992 | 10,497,131 | 2,165,588 | 2,620,053 | 349 | 230 | 278 | 453 | | 2024 | 7,874,971 | 26,193,985 | 2,022,776 | 5,741,640 | 294 | 157 | 213 | 400 | | 2023 | 10,821,579 | 19,073,744 | 2,647,586 | 4,326,150 | 182 | 127 | 168 | 324 | | 2022 | 11,050,279 | 13,210,191 | 2,631,687 | 3,087,365 | 116 | 102 | 405 | 318 | | 2021 | 6,323,603 | 6,323,603 | 1,620,284 | 1,620,284 | n/a | n/a | 154 | 310 |

  120. 2025 Pay Versus Performance Table

    1.Mr. Lynn served as PEO and Mr. Dippold, Mr. Baylouny, Mr. Dorfman and Ms. Wallace served as Non-PEO NEOs since 2021. 2.Reflects the SCT “Total Compensation” for our PEO and the average SCT “Total Compensation” of each of the non-PEO NEOs (determined as set forth below). 3.Represents CAP for our PEO and Average CAP for our non-PEO NEOs as a group, as determined in accordance with Item 402(v) and does not reflect the compensation ultimately earned or realized by our PEO or non-PEO NEOs. 4.Reflects our Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from the date of our public listing (November 29, 2022) through December 31, 2025. Dividends are assumed to be reinvested, and the returns of each company in our PVP Peer Group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on November 29, 2022 (our first trading day), in each of our common stock and the stocks comprising our PVP Peer Group. Our PVP Peer Group is the same peer group used in the Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our 2025 Annual Report, the S&P Aerospace & Defense Select Industry Index. 5.Adjusted EBITDA is a non-GAAP financial measure. For more information, see “Appendix A: Non-GAAP Financial Measures” to this proxy statement.

  121. 2025 Pay Versus Performance Table

    | Leonardo DRS | 63 | 2026 Proxy Statement |

  122. 2025 Pay Versus Performance Table

    Reconciliations of SCT Total compensation to CAP for our PEO and average SCT Total compensation to Average CAP for our non-PEO NEOs is shown below:

  123. Narrative to the 2025 Pay Versus Performance Table

    Narrative to the 2025 Pay Versus Performance Table As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v). The following graphs illustrate the relationship between the CAP for our PEO and the Average CAP of our non-PEO NEOs and the performance measures set forth in the above table.

  124. Board of Directors

    Board of Directors Under the terms of the Proxy Agreement, the proxy holders will, in their discretion and in consultation with the Nominating Committee, nominate four additional individuals who are not proxy holders, selected from candidates proposed by US Holding, in consultation with the Nominating Committee, as candidates for election to our Board (the “non-proxy holder director nominees”). The non-proxy holder director nominees will include (i) our CEO and (ii) three additional individuals.

  125. Board of Directors

    | Leonardo DRS | 74 | 2026 Proxy Statement |

  126. Board of Directors

    The Nominating Committee will nominate the proxy holders for election as directors at any meeting of the Company’s stockholders at which directors are to be elected. At any such meeting, the proxy holders will vote on behalf of US Holding to elect the then-current proxy holders and the non-proxy holder director nominees to serve on the Board for the succeeding year. The proxy holders may remove any non-proxy holder director nominee from the Board by majority vote after consultation with US Holding. In the event of a material breach of the Proxy Agreement, the DoW may (i) novate our classified contracts to a company not under FOCI at our expense, (ii) terminate our classified contracts and deny us new classified contracts, (iii) revoke our facility security clearance and/or (iv) suspend or debar us from participation in all U.S. government contracts. DCSA may terminate the Proxy Agreement if it deems it is no longer necessary in order to maintain our facility security clearance or if our facility security clearance is no longer necessary, if there has been a breach of the Proxy Agreement that requires its termination or if DCSA determines that terminating is necessary for national security or, in DCSA’s sole discretion, upon petition by us or US Holding. The Proxy Agreement automatically terminates upon the sale of our business or all of US Holding’s interest in a person or entity not controlled by Leonardo S.p.A. or if US Holding holds less than 50% of our outstanding shares of common stock and DCSA determines that FOCI mitigation is no longer necessary.