Dr. Louis R. Brothers
About Dr. Louis R. Brothers
Independent director of Leonardo DRS, Inc. since 2023; age 65. Serves on the Audit Committee and Government Security Committee and is one of five DoD-approved proxy holders under the company’s FOCI mitigation framework. Background spans senior roles in defense technology and government, including prior CEO and CTO posts and senior science/technology positions at DHS and DoD. The Board classifies him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BigBear.ai (NYSE: BBAI) | Chief Executive Officer | 2020–2022 | Led AI/analytics strategy; sector expertise in defense tech. |
| Peraton | Chief Technology Officer | 2018–2020 | Technology leadership in government services; cyber/ISR. |
| DHS | Under Secretary for Science & Technology | 2014–2017 | National security R&D oversight; policy/innovation influence. |
| DoD | Deputy Assistant Secretary of Defense for Research | 2011–2014 | Defense research leadership; innovation pipeline. |
| DARPA, BAE Systems, Draper Laboratory, Envoy Networks | Senior roles (various) | n/a | Advanced defense tech, systems engineering; program experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Redwire (NYSE: RDW) | Director | 2021–present | Public company directorship in space systems. |
| BigBear.ai (NYSE: BBAI) | Director | 2020–2022 | Prior public board; AI/analytics applications. |
| MIT Lincoln Laboratory | Principal | 2023–present | Research affiliation; defense/technology expertise. |
| AE Industrial Partners | Operating Partner | 2022–present | Private equity operating partner in aerospace/defense. |
| Riverside Research | Non-profit board member | 2017–present | Defense R&D non-profit governance role. |
Board Governance
| Attribute | Details |
|---|---|
| Board independence | All directors except CEO Lynn are independent; audit and compensation members meet SEC/Nasdaq independence. |
| Committees | Audit (member); Government Security (member). Audit held 8 meetings; GSC held 4; Board met 9 times in 2024. |
| Attendance | All directors attended ≥90% of combined Board/committee meetings in 2024; all nine attended the 2024 annual meeting. |
| Audit qualifications | Audit Committee members are financially literate; “financial expert” designation applies to Gallagher and Salzman. |
| Proxy holder status | Proxy holder; term Jan 1, 2023–Mar 31, 2026; proxy holders vote controlling shareholder’s shares under DoD-approved agreement. |
| Controlled company | DRS is a Nasdaq “controlled company” (majority owned by Leonardo S.p.A.) but maintains majority-independent board and independent comp/nom committees. |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Committee chair fee | $0 | Brothers is not a committee chair (Audit chair: Gallagher; GSC chair: Carey). |
| Lead director fee | $0 | Lead Director fee applies to Townsend. |
| Meeting fees | $0 | No meeting fees; retainers cover service. |
| Equity (RSUs) | $148,010 | 2024 director RSU grant fair value; one-year vesting schedule. |
| All other comp | $0 | No reimbursed items beyond standard policy. |
| Total (2024) | $248,010 | Fees + RSU fair value. |
| 2025 Program Changes | Prior | New (Effective 1/1/2025) |
|---|---|---|
| Annual cash retainer | $100,000 | $110,000 |
| Annual equity retainer (RSUs FV) | $150,000 | $160,000 |
| Committee chair retainer | $40,000 | $20,000 |
| Stock ownership guideline (directors) | 4x cash retainer | 5x cash retainer |
RSU grants are made following the annual meeting and vest on the one-year anniversary; in case of death/disability, RSUs vest in full. The company currently does not grant stock options as part of director compensation; equity awards are made under the 2022 Omnibus ECP.
Performance Compensation
Directors do not receive performance-based awards; annual equity is time-vested RSUs with one-year vesting. There are no disclosed director performance metrics or incentive bonus plans.
| Performance Metric | Weighting | Vesting/Definition |
|---|---|---|
| None disclosed for directors | n/a | Director equity consists of time-based RSUs (one-year vest). |
Other Directorships & Interlocks
| Company | Role | Sector overlap with DRS |
|---|---|---|
| Redwire (NYSE: RDW) | Director | Aerospace/space; adjacent to DRS defense tech footprint. No related-party transactions disclosed. |
| BigBear.ai (NYSE: BBAI) | Director (prior) | AI/defense analytics; adjacent sector. No related-party transactions disclosed. |
Note: Proxy Agreement requires proxy holders (including Brothers) be independent of Leonardo S.p.A. and its subsidiaries, mitigating conflict risks tied to the controlling shareholder.
Expertise & Qualifications
- Board skills matrix indicates Brothers brings senior public company experience, industrial/national security, financial literacy, M&A/integration, government experience, technical expertise, and military/defense experience.
- Biography highlights leadership spanning DHS S&T, DoD research, CTO/CEO roles, and principal at MIT Lincoln Laboratory; he serves on Riverside Research’s board.
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership (4/7/2025) | 20,760 shares (includes 6,438 RSUs vesting on June 1, 2025); <1% of outstanding. |
| Vested vs. unvested | Includes 6,438 unvested RSUs scheduled to vest within 60 days post-record date. |
| Ownership guideline | Director guideline increased to 5x cash retainer (effective 2025); as of 12/31/2024, all non-employee directors satisfied or are on track. |
| Hedging/pledging | Prohibited by Insider Trading Policy (applies to directors and Section 16 officers). |
Governance Assessment
- Committee roles and effectiveness: Brothers’ dual service on Audit and Government Security aligns with his financial literacy and national security/technical background, reinforcing oversight of financial reporting and compliance with FOCI/ITAR/EAR/NISPOM. Audit met 8 times; GSC met 4 times in 2024; Board met 9 times, with directors attending ≥90%.
- Independence and proxy holder safeguards: He is independent and serves as a DoD-approved proxy holder; proxy holders are independent of Leonardo S.p.A. and vote the controlling shareholder’s shares under a structured framework that mandates a Government Security Committee and annual audits, mitigating FOCI-related conflicts.
- Compensation alignment: Director pay is balanced cash + time-based RSUs; no performance awards for directors. Ownership guidelines increased to 5x retainer effective 2025, tightening alignment; hedging/pledging is prohibited.
- Shareholder signals: Say-on-pay support was ~98% at the 2024 annual meeting, indicating broad investor endorsement of compensation governance overall.
- Related-party exposure context: DRS reports recurring related-party transactions with Leonardo S.p.A./affiliates ($30m sales; $7m purchases in 2024), overseen under an RPT policy and Proxy Agreement; Brothers’ role on the Government Security Committee supports compliance and segregation of influence.
RED FLAGS / Watchpoints
- Controlled company status and extensive FOCI/Proxy Agreement constraints can be perceived as governance complexity; however, independence and committee structures partly mitigate this.
- Ongoing related-party dealings with the controlling shareholder underscore the importance of continued robust Nominating Committee oversight of RPTs and Government Security Committee vigilance.