Gail S. Baker
About Gail S. Baker
Independent director of Leonardo DRS since 2021, age 62. Career operator across Collins/UTC Aerospace with P&L responsibility in ISR, space systems, aftermarket, and air management; currently a consultant and advisor across defense/industrial investors. She serves on DRS’s Compensation Committee and is deemed independent by Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collins Aerospace | President, Aftermarket Services | 2019–2020 | Led aftermarket P&L; strategic and operational leadership |
| Collins Aerospace | President, ISR & Space Systems | 2017–2019 | Led ISR/space P&L; portfolio management and technical leadership |
| Collins Aerospace | President, Air Management Systems, European Entities & Aftermarket | 2015–2017 | Global operations; cross-border execution |
| UTC Aerospace Systems | President, Aerospace Customers & Business Development | 2011–2015 | Commercial leadership; customer strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) | Director | 2022–2023 | Prior public company board; company sold in 2023 |
| Argosy Investment Partners–Capewell Aerial Systems | Board of Advisors | 2022–present | Defense/industrial advisory seat |
| Arcline Investment Management, L.P. | Consultant | 2022–present | Industrial/defense investor consulting |
| Hartford Bishops Foundation | Executive Chair, Grants Committee | Not specified | Non-profit governance |
Board Governance
- Committee assignments: Compensation Committee member; not a chair. DRS committees are fully independent; Baker is independent under Nasdaq criteria .
- Attendance/engagement: Board met 9 times in 2024; all directors attended ≥90% of Board and committee meetings; Compensation Committee met 5 times in 2024 .
- Lead Independent Director: Frances F. Townsend (also Compensation Committee Chair) .
- Controlled company status: Leonardo S.p.A. controls ~71.3% voting power; Board nonetheless maintains majority-independent composition and independent Compensation/Nominating Committees .
- FOCI/Proxy governance: DRS operates under an Amended & Restated Proxy Agreement with DoD/DCSA; Government Security Committee (proxy holders) oversees classified information safeguards; Baker is not a proxy holder .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly; no meeting fees |
| Committee Chair/Lead Retainer | $0 | Baker is not a chair/lead |
| Annual Equity Retainer (RSUs, grant-date FV) | $148,010 | Vests one year from grant date; 6,438 RSUs outstanding and unvested at 12/31/24 (scheduled to vest May 16, 2025) |
| All Other Compensation | $7,358 | Reimbursed business expenses per policy |
| Total FY2024 Director Compensation | $255,368 | Sum of components |
Changes Approved for 2025 Program:
- Cash retainer increased to $110,000; equity grant increased to $160,000; chair retainer decreased to $20,000; director stock ownership multiple increased to 5x cash retainer .
Performance Compensation
- Non-employee directors do not receive performance-based awards (no PSUs/options); equity is time-vested RSUs .
- For oversight context (Compensation Committee remit), DRS NEO annual incentive plan (ICP) metrics and weights in 2024:
Metric Weight Target (USD mm) Adjusted EBITDA 30% $388 Free Cash Flow 30% $187 Bookings 20% $3,280 Revenue 20% $2,968 Committee responsibilities include approving these goals and annual outcomes; Compensation Committee met 5 times in 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlocks |
|---|---|---|---|
| Aerojet Rocketdyne (AJRD) | Aerospace & Defense | Director (prior) | No DRS related-party transactions disclosed with AJRD |
Expertise & Qualifications
- Skills matrix: manufacturing/operations, financial literacy, M&A/business integration, technical expertise, global experience, and military/defense experience highlighted for Baker .
- Background: multi-segment aerospace P&L leadership; strategy and portfolio management; national security/defense industry exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Gail S. Baker | 30,320 [includes 6,438 RSUs vesting within 60 days of record date] | <1% | Record date April 7, 2025; total shares outstanding 266,087,957 |
- Director stock ownership guidelines: 4x cash retainer historically; increased to 5x effective Jan 1, 2025; all non-employee directors satisfied/on track as of 12/31/24 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities for directors and officers .
Governance Assessment
-
Positives
- Independence and committee composition: Baker is independent; Compensation Committee is 100% independent; Board majority independent despite controlled-company status .
- Engagement: Board (9 meetings) and Compensation Committee (5 meetings); directors ≥90% attendance indicates active oversight .
- Pay structure alignment: Director pay mix balances cash/equity; ownership guidelines and prohibition on hedging/pledging support alignment .
- Shareholder support: 98% say‑on‑pay approval at 2024 annual meeting (signal of confidence in compensation governance) .
-
Watch items
- Controlled company/FOCI oversight: 71.3% control by Leonardo S.p.A. and DoD/DCSA Proxy Agreement constraints introduce governance complexity; ensure Compensation Committee independence remains robust and proxy-holder governance does not dilute broader board oversight .
- External affiliations: Advisory/consulting roles with defense/industrial investors (Argosy/Capewell; Arcline) warrant routine conflict screening; no related-party transactions disclosed involving Baker, and Nominating Committee reviews all related‑party transactions .
-
RED FLAGS
- None disclosed specific to Baker: no pledging/hedging, no related‑party transactions, no attendance shortfalls, no chair stipends or unusual perquisites .