General George W. Casey, Jr.

About General George W. Casey, Jr.

Retired U.S. Army General; age 76; Leonardo DRS director since 2020. Former 36th Chief of Staff of the U.S. Army (2007–2011) and Commander, Multi-National Force–Iraq (2004–2007). Currently a Distinguished Senior Lecturer of Leadership at Cornell’s SC Johnson College of Business and lectures at the University of Denver’s Korbel School. Independent director and designated Proxy Holder with required security clearances under DCSA’s FOCI mitigation framework. Committee memberships: Compensation and Government Security. Skills include military/defense, government experience, financial literacy, global experience, and senior executive leadership.

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO are independent; Compensation Committee members (including Casey) meet Nasdaq and SEC independence standards. Controlled company status acknowledged but Board maintains majority independence and independent Compensation/Nominating Committees.
• Committee assignments: Compensation Committee member; Government Security Committee member; Proxy Holder under the Amended and Restated Proxy Agreement. Not a committee chair.
• Attendance and engagement: Board met 9 times in FY 2024; all directors attended at least 90% of aggregate Board and committee meetings; all nine directors attended the 2024 annual meeting. Audit (8), Compensation (5), Nominating (4), Government Security (4) meetings held.
• Lead Independent Director: Frances F. Townsend (since Jan 1, 2023).
• Government Security oversight: Casey participates in FOCI mitigation via the Government Security Committee overseeing classified information safeguards (ITAR/EAR/NISPOM) and Proxy Agreement compliance.

Fixed Compensation

• Structure: Annual cash retainer ($100,000 in 2024; no per-meeting fees); committee chair ($40,000) and Lead Director ($40,000) retainers (not applicable to Casey). Annual equity retainer in RSUs ($150,000 grant-date fair value), vesting one year post-grant.
• 2025 program changes: Cash retainer increased to $110,000; equity retainer to $160,000; committee chair retainer decreased to $20,000; stock ownership guideline increased from 4x to 5x cash retainer.

Director compensation (amounts in USD):

Performance Compensation

• Directors are not subject to performance-based metrics; equity retainer is time-based RSUs vesting one year after grant (following the annual stockholder meeting). Hedging and pledging of Company stock are prohibited.
• Summary of Casey’s director equity awards:
  • Annual RSU grant ($150,000 grant-date fair value in 2024) vests on May 16, 2025.
  • 2025 program increases RSU grant value to $160,000 (vests one year post-grant).

Other Directorships & Interlocks

• Current public company boards: None disclosed.
• Network/Interlocks: Extensive nonprofit and academic boards; ColtCZ North America board membership noted (firearms industry). No disclosed interlocks with DRS competitors/customers.

Expertise & Qualifications

• Board skills matrix indicates Casey has senior executive experience, military/defense, government experience, financial literacy, global experience.

Equity Ownership

• Beneficial ownership: 30,320 shares; percent of class less than 1%. Includes 6,438 RSUs vesting within 60 days of record date (June 1, 2025).
• Vested vs. unvested: 6,438 outstanding unvested RSUs as of Dec 31, 2024 for each non-employee director then serving.
• Ownership guidelines: Directors required to hold 4x cash retainer (as of Dec 31, 2024 all satisfied or on track); increased to 5x starting Jan 1, 2025.
• Hedging/pledging: Prohibited under Insider Trading Policy.

Governance Assessment

• Strengths

  • Independent director; Compensation Committee member meeting stringent independence criteria.
  • High Board and committee attendance; active engagement in Government Security oversight critical for FOCI mitigation.
  • Strong shareholder support for executive pay: Say-on-Pay advisory votes—2024 For 250,541,067; Against 755,296; Abstentions 121,203; 2025 For 252,503,381; Against 491,626; Abstentions 116,731.
  • Clear prohibition on hedging/pledging; robust stock ownership guidelines for directors (raised to 5x retainer in 2025).

• Potential Risks/Conflicts

  • Controlled company status (Leonardo S.p.A. ~71.3% ownership); influence mitigated via Proxy Agreement and independent proxy holders, but structural control persists.
  • Corporate opportunities renunciation favoring Leonardo S.p.A. could create potential alignment concerns vis-à-vis parent entity’s interests (Charter Article SEVENTH).
  • Related-party transactions with affiliates (e.g., $30M related-party sales and $7M purchases in 2024) require ongoing oversight; Nominating Committee reviews RPTs.

• Signals

  • Board’s 2025 governance enhancements removing “pop-up” supermajority requirements in Charter/Bylaws (approved June 5, 2025) strengthen shareholder rights.
  • Director compensation program calibrated to market with modest equity retainer and no meeting fees; chair retainer reduced in 2025 indicating alignment focus.

Overall: Casey’s military/government expertise and proxy holder status are well-suited for DRS’s FOCI environment, with strong attendance and committee independence supporting board effectiveness. Controlled company dynamics and corporate opportunities renunciation necessitate continued vigilance on related-party dealing and independent oversight.