David W. Carey
About David W. Carey
David W. Carey (age 80) is an independent director of Leonardo DRS, Inc. since 2009 and currently chairs the Government Security Committee; he also serves on the Audit and Nominating Committees. Carey’s 32-year CIA career culminated as Executive Director prior to 2001, followed by senior roles in information assurance at Oracle and executive leadership at Blackbird Technologies, bringing deep national security, compliance, and government risk oversight expertise to DRS’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Intelligence Agency | Executive Director; senior positions across 32-year career | Until 2001 | Led high-level operations; national security governance |
| Oracle Corporation | Vice President, Information Assurance | 2001–2005 | Enterprise security, compliance, risk mitigation |
| Blackbird Technologies, Inc. | Executive Director | 2005–2008 | Government services and defense technology execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImageWare Systems, Inc. (OTCQB: IWSY) | Director | 2006–2020 | Public company governance |
| OnPoint Consulting, Inc. | Board member | 2009–present | Business development; government services |
| Informatica Federal Operations Corp. | Board member | 2015–present | Federal operations oversight |
| Qinetiq North America | Board member | 2014–2019 | Defense sector strategy |
| Recorded Future Inc. | Advisory Board member | 2011–2019 | Intelligence analytics advisory |
| CIA Officers Memorial Foundation (non-profit) | Board member | Until 2022 | Non-profit governance |
Board Governance
- Committee assignments: Audit (member), Government Security (Chair), Nominating (member) .
- Independence: Board determined Carey is independent under Nasdaq rules; all Audit and Compensation members meet heightened independence standards .
- Attendance and engagement: Board met nine times in 2024; all directors attended ≥90% of Board and committee meetings and all nine attended the 2024 annual meeting .
- Government Security oversight: As Chair, Carey oversees FOCI mitigation, classified information safeguarding, ITAR/EAR/NISPOM compliance per the Proxy Agreement .
- Proxy holder status: Carey is one of five DoD-approved proxy holders (term 1/1/2023–3/31/2026) voting the controlling shareholder’s stock under the Proxy Agreement .
| Committee | Role | 2024 Meetings | Notable Oversight |
|---|---|---|---|
| Government Security | Chair | 4 | FOCI mitigation, classified info protection, ITAR/EAR/NISPOM compliance |
| Audit | Member | 8 | Financial reporting, auditor oversight, internal controls |
| Nominating | Member | 4 | Governance, independence, related-party transaction review |
Fixed Compensation
| Year | Cash Retainer ($) | Chair Retainer ($) | Lead Director Retainer ($) | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | 100,000 | 40,000 (committee chair) | 40,000 (Lead Director; not applicable to Carey) | None | Paid quarterly; no meeting fees |
| 2025 Program | 110,000 | 20,000 (committee chair) | 40,000 | None | Ownership guideline raised to 5x cash retainer |
2024 Director pay (Carey):
- Fees earned: $140,000 (base + chair)
- All other compensation: $4,214 (reimbursements under policy)
- Total cash/other: $144,214
Performance Compensation
| Item | Grant Date | Type | Shares/Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Equity Retainer (Carey) | 2024 | RSUs | Not disclosed by count; each director held 6,438 unvested RSUs at 12/31/2024 | 148,010 | One-year vest; scheduled 5/16/2025; subsequent grants after annual meeting each year |
Program features for directors:
- Annual RSU grant value: $150,000 (2024); increased to $160,000 for 2025 .
- No stock options currently granted by the company; equity grants made under stockholder-approved plan .
Other Directorships & Interlocks
| Company | Sector | Status | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| ImageWare Systems, Inc. (OTCQB: IWSY) | Biometrics/security | Prior (2006–2020) | No current interlock; security-adjacent industry |
| Qinetiq North America | Defense | Prior (2014–2019) | Defense sector adjacency; not disclosed as related-party |
The Nominating Committee reviews and approves/rejects related-party transactions; certain ordinary-course affiliate transactions with Leonardo S.p.A./US Holding are pre-approved and later ratified under policy .
Expertise & Qualifications
- National security and defense governance: CIA Executive Director; Government Security Committee Chair .
- Information assurance and cyber/compliance: Oracle VP, Information Assurance .
- Financial literacy: Audit Committee member; Board skills matrix marks Financial Literacy and Government/Defense expertise .
- Global/government experience: Board skills matrix marks Government Experience, Global Experience, Military/Defense .
Equity Ownership
| Holder | Shares Owned (#) | Unvested RSUs (#) | Percent of Outstanding | Ownership Guideline | Compliance |
|---|---|---|---|---|---|
| David W. Carey | 30,320 | 6,438 (as of 12/31/2024) | <1% | 4x cash retainer through 2024; 5x effective 2025 | All non-employee directors satisfied or on track (as of 12/31/2024) |
Policy alignment:
- Hedging/pledging prohibited for directors and officers under Insider Trading Policy .
Insider Trades
| Date | Form 4 Type | Shares | Price | Value | Notes |
|---|---|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — | — | Proxy includes ownership table and Insider Trading Policy; does not enumerate Form 4 transactions |
Governance Assessment
-
Strengths
- Independent director with deep classified-program oversight; Chair of Government Security Committee critical for FOCI mitigation and ITAR/EAR/NISPOM compliance .
- High engagement and attendance; Board and committees met frequently in 2024, with ≥90% attendance and full annual meeting participation .
- Compensation mix emphasizes equity; standardized RSU grants and no meeting fees reduce per-meeting incentives and align with long-term ownership; ownership guidelines enforced and increased in 2025 .
- Hedging/pledging prohibited, supporting alignment with shareholders .
-
RED FLAGS
- Controlled company status (Leonardo S.p.A. holds ~71.3%); proxy holder structure centralizes voting power—Carey is a proxy holder—which may create perceived alignment with controlling shareholder priorities despite Nasdaq “independent” designation .
- Long tenure (since 2009) and advanced age (80) could raise board refreshment/succession concerns; mitigated by annual evaluations and diverse skills matrix, but still noteworthy from an investor stewardship perspective .
-
Related-Party context
- Ordinary-course related-party sales/purchases with affiliates ($30M sales; $7M purchases in 2024) overseen via RPT policy and Nominating Committee; not linked to Carey individually but relevant to board oversight of conflicts .
Overall implication: Carey’s national security, compliance, and financial literacy fit DRS’s risk profile, and his chair role on Government Security is materially important to maintaining classified contract eligibility; investors should monitor board refreshment and the influence dynamics inherent in the proxy-holder controlled-company structure .