Frances F. Townsend
About Frances F. Townsend
Frances F. Townsend, age 63, is Lead Independent Director at Leonardo DRS and has served on the Board since 2009; she chairs the Compensation Committee and serves on the Government Security Committee. She is designated independent under Nasdaq rules and is a proxy holder under the DoD-mandated Proxy Agreement; her current proxy-holder term runs January 1, 2025 to March 31, 2028. She brings deep national security, legal, and corporate governance experience from senior private sector and U.S. government roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frances Fragos Townsend LLC | Founder | 2022–present | Advises on national security and corporate affairs |
| Activision Blizzard | EVP Corporate Affairs, Corporate Secretary, Chief Compliance Officer | 2020–2022 | Led compliance and corporate affairs for public company |
| MacAndrews & Forbes Inc. | Vice Chairman, General Counsel, Chief Administrative Officer | 2010–2020 | Corporate governance and legal leadership |
| Baker Botts LLP | Corporate partner | 2009–2010 | Corporate legal practice |
| The White House | Assistant to the President for Homeland Security & Counterterrorism; Chair, Homeland Security Council | 2004–2008 | Led U.S. homeland security policy |
| National Security Council | Deputy National Security Advisor for Combating Terrorism | 2003–2004 | Counterterror policy leadership |
| U.S. Department of Justice | Senior positions | 1990–2001 | Federal law enforcement leadership |
| Media/Nonprofit | On-air national security analyst (CBS); boards (CFR, Atlantic Council, CSIS, McCain Institute, HSS) | 2016–2022; ongoing | Policy influence and philanthropic governance |
External Roles
| Company | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| Chubb Limited | NYSE: CB | Director | 2020–present |
| Freeport-McMoRan Inc. | NYSE: FCX | Director | 2013–present |
| SciPlay Corporation | NASDAQ: SCPL | Former Director | 2019–2020 |
| Scientific Games (Light & Wonder) | NASDAQ: LNW | Former Director | 2010–2020 |
| Western Union Company | NYSE: WU | Former Director | 2013–2020 |
Board Governance
- Leadership: Combined Chair/CEO structure supplemented by Lead Independent Director role; Townsend has been Lead Director since January 1, 2023, providing independent oversight and agenda-setting for executive sessions.
- Independence and attendance: Board determined all directors except the CEO are independent; all directors attended at least 90% of Board and committee meetings in 2024; all nine directors attended the 2024 annual meeting.
- Controlled company context: Leonardo S.p.A. controls a majority of voting power; despite exemptions, DRS maintains majority-independent Board and fully independent Compensation and Nominating Committees.
| Committee | Townsend Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 5 |
| Government Security Committee | Member (proxy holder) | 4 |
| Board of Directors | Lead Independent Director | Board met 9×; ≥90% attendance (all directors) |
- Compensation Committee practices: Independent consultant (Exequity) engaged; annual risk assessment; interlocks: none disclosed; no committee member has been a company officer.
- Government Security governance: Proxy Agreement requires Government Security Committee oversight of classified information safeguards and compliance (ITAR/EAR/NISPOM); Townsend serves as proxy holder and committee member.
Fixed Compensation
- Program structure (2024): Non-employee directors receive $100,000 annual cash retainer; Lead Director receives +$40,000; each committee chair receives +$40,000; no per-meeting fees; annual RSUs with grant date fair value of $150,000 vesting one year post-grant; reasonable expense reimbursements.
| Component | 2024 Amount (Townsend) | Structure/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director base retainer |
| Lead Director retainer | $40,000 | Additional cash retainer for Lead Director |
| Committee chair retainer | $40,000 | Compensation Committee chair |
| RSU stock award | $148,010 (grant-date fair value) | Annual RSUs vest on 1-year anniversary; rounded to whole shares |
| Expense reimbursements | $19,128 | Travel and business expenses per policy |
| Total (2024) | $347,138 | Cash + equity + reimbursements |
- Changes effective 2025: Cash retainer increased to $110,000; annual equity grant increased to $160,000; committee chair retainer decreased to $20,000; director stock ownership guideline raised from 4× to 5× annual cash retainer.
| Element | 2024 Level | 2025 Level |
|---|---|---|
| Annual cash retainer | $100,000 | $110,000 |
| Annual equity grant (RSUs) | $150,000 | $160,000 |
| Committee chair retainer | $40,000 | $20,000 |
| Stock ownership guideline | 4× cash retainer | 5× cash retainer |
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-based RSUs that vest after one year (no PSU or options for directors noted).
| Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Relative TSR | No | Director RSUs are time-based; PRSU metrics apply to executives |
| Adjusted EPS | No | Executive PRSUs only |
| ROIC | No | Executive PRSUs only |
Other Directorships & Interlocks
- Current public boards: Chubb Limited (CB) and Freeport-McMoRan (FCX). No interlocks with DRS competitors/suppliers/customers disclosed in the proxy.
- Controlled-company and proxy-holder context: Townsend is a proxy holder voting Leonardo/US Holding shares under DoD oversight; proxy holders must be independent of Leonardo and approved by DCSA, mitigating foreign ownership influence.
Expertise & Qualifications
- Board skills matrix reflects Townsend’s breadth across senior public company executive experience, manufacturing/operations, industrial/national security, financial literacy, M&A/integration, government experience, technical expertise, global experience, and military/defense experience.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 30,320 |
| Ownership as % of outstanding | <1% |
| Unvested RSUs (as of 12/31/2024) | 6,438 (vesting June 1, 2025) |
| Director stock ownership guideline compliance | All non-employee directors satisfied or on track as of 12/31/2024 |
| Hedging/Pledging policy | Prohibited for directors and officers |
Governance Assessment
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Strengths
- Lead Independent Director with deep national security and legal credentials; chairs independent Compensation Committee; no interlocks/insider participation; robust use of independent consultant; annual risk assessment.
- Strong attendance and engagement; Board and committees met regularly; independent-only sessions highlighted in governance framework.
- Director pay balanced between cash and equity, with stock ownership guidelines increased to 5× cash retainer to enhance alignment; hedging/pledging prohibited.
- Executive say-on-pay support at ~98% in 2024 signals investor confidence in compensation governance.
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Risks/Considerations
- Controlled company status (Leonardo S.p.A. majority owner) inherently elevates conflict potential; mitigated by DoD Proxy Agreement, independent proxy holders (including Townsend), Government Security Committee oversight, and independent committee composition.
- Related-party transactions exist with affiliates (e.g., $30M related-party sales and $7M related-party purchases in 2024), overseen under Nominating Committee’s RPT policy—investors should monitor for fair dealing.
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Signals impacting investor confidence
- Governance enhancements (e.g., proposal to remove “pop-up” supermajority voting requirements) demonstrate responsiveness to governance best practices.
- Transparent director compensation and increased ownership requirements improve alignment.