John Baylouny
About John Baylouny
Executive Vice President and Chief Operating Officer of Leonardo DRS (DRS) in 2024, and named incoming Chief Executive Officer on October 29, 2025 with over 35 years of experience at DRS spanning deep technological and operational leadership . 2024 company performance included 14% revenue growth, 23% increase in adjusted EBITDA, record $8.5B backlog, $4.1B bookings (1.3x book-to-bill), and a 61% increase in share price, underpinning pay-for-performance alignment in the annual and long-term plans . PRSU outcomes for the 2022–2024 cycle paid at 164.42% of target driven by 100th percentile relative TSR, with average ROIC above target and revenue growth near target . As COO, Baylouny’s 2024 goals emphasized bookings growth, revenue outperformance, operational risk mitigation, and leadership development across core market areas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leonardo DRS | Executive Vice President, Chief Operating Officer | 2024–2025 | Drove strong bookings, exceeded revenue growth targets, and improved program performance and customer satisfaction |
| Leonardo DRS | Incoming Chief Executive Officer | Announced 10/29/2025 | Transition to CEO based on extensive leadership, technological expertise, and customer understanding |
External Roles
No external directorships or roles for Baylouny are disclosed in the 2025 DEF 14A; the earnings call references his internal DRS tenure and capabilities but does not list external boards .
Fixed Compensation
Multi-year compensation (SCT) for Baylouny:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 550,900 | 573,165 | 589,341 |
| Stock Awards ($) | 1,664,807 | 1,201,221 | 1,152,440 |
| Non-Equity Incentive Plan Compensation ($) | 1,664,807 | 1,201,221 | 754,900 |
| All Other Compensation ($) | 53,779 | 59,873 | 58,671 |
| Total ($) | 3,440,186 | 3,369,809 | 2,555,352 |
Base salary progression and ICP target:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 575,000 | 593,000 |
| ICP Target (% of Base) | 80% | 80% |
Other compensation detail (2024):
| Item | Amount ($) |
|---|---|
| 401(k) Company Contributions | 18,213 |
| Executive Allowance Program | 29,400 |
| Vacation Benefit Payout | 11,058 |
Performance Compensation
Annual Incentive (ICP) structure and achievement (Company-level)
| Metric | Weighting (%) | Target ($mm) | Actual ($mm) | Performance Achieved (%) | ICP Performance Factor (%) | Weighted Performance Factor (%) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 30 | 388 | 400 | 103 | 115 | 34.5 |
| Free Cash Flow | 30 | 187 | 190 | 102 | 110 | 33.0 |
| Bookings | 20 | 3,280 | 4,077 | 124 | 200 | 40.0 |
| Revenue | 20 | 2,968 | 3,234 | 109 | 190 | 38.0 |
| Total Financial Performance | 100 | — | — | — | — | 145.5 |
Baylouny’s 2024 ICP award:
| Item | Value |
|---|---|
| ICP Target (% of Base) | 80% |
| Target Incentive ($) | 474,400 |
| Financial Achievement ($) | 517,689 |
| Individual Achievement ($) | 237,200 |
| Earned Award ($) | 754,900 |
| Overall Achievement (%) | 159% |
2024 individual performance focus for Baylouny: bookings growth, expanded international sales, revenue growth above targets across core markets, operational risk mitigation, and leadership development .
Long-term Incentive (ECP) design and outcomes
2024 grants (targets; granted 4/16/2024):
| Award Type | Target Shares (#) | Vesting | Notes |
|---|---|---|---|
| PRSUs | 24,977 | Cliff vest 4/1/2027 (subject to performance) | Metrics: rTSR (40%), 3-yr Avg Adjusted Diluted EPS (40%), 3-yr Avg ROIC (20%) |
| RSUs | 24,977 | Ratable over 3 years from vesting commencement | Time-vested retention |
2022–2024 PRSU performance and payout:
| Metric | Weight (%) | Target | Actual | ECP Performance Factor (%) |
|---|---|---|---|---|
| Relative TSR | 40 | 60th percentile | 100th percentile | 200 |
| 3-year Revenue Growth | 30 | 4.7% | 3.96% | 81.4 |
| 3-year Average ROIC | 30 | 14.0% | 15.7% | 200 |
| Total Financial Performance Achievement | 100 | — | — | 164.42% |
Baylouny’s shares earned from 2022 PRSUs (vested 3/15/2025):
| Item | Value |
|---|---|
| Target PRSUs (#) | 49,393 |
| Actual Shares Earned (#) | 81,212 |
Equity Ownership & Alignment
Beneficial ownership (as of April 7, 2025):
| Holder | Shares (#) | Percent of Outstanding |
|---|---|---|
| John Baylouny | 140,812 | <1% |
Outstanding equity awards (as of December 31, 2024):
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PRSUs (#) | Payout Value ($) |
|---|---|---|---|---|
| 5/8/2024 | 24,977 | 807,007 | 24,977 (at max potential) | 1,614,014 |
| 4/18/2023 | 25,253 | 815,924 | 37,879 (at max potential) | 2,447,741 |
| 11/29/2022 | 16,465 | 531,984 | — | — |
| Notes: Market/payout values use $32.31 closing price on 12/31/2024 . 2022 PRSUs vested 3/15/2025 at actual performance; 2023 PRSUs cliff vest 4/1/2026 at performance outcomes; 2024 PRSUs cliff vest 4/1/2027 at performance outcomes . |
Ownership policies:
- Stock ownership guideline: 3x base salary for NEOs; all NEOs satisfied as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors and officers participating in ECP or designated as Section 16 Officers .
- No stock options granted or exercised in 2024; company does not currently grant stock options .
Employment Terms
Severance and change-in-control economics for Baylouny:
| Triggering Event | Cash Severance ($) | Continuation of Benefits PV ($) | Accelerated LTI Vesting/Payout ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause (or for Good Reason) with Change in Control | 3,142,900 | 61,688 | 5,781,681 | 8,986,268 |
| Involuntary termination without cause (no CIC) | 1,363,900 | 37,013 | — | 1,400,913 |
| Disability or Death | 754,900 | — | 5,781,681 | 6,536,581 |
Plan features and restrictive covenants:
- Double-trigger standard: No single-trigger vesting on change in control; CIC benefits require both change in control and qualifying termination .
- Clawback: Enhanced policy effective October 2, 2023 with mandatory recovery after accounting restatement; 3-year look-back applies to current and former executives; ICP/ECP agreements include clawback provisions .
- Severance Plan covenants: Confidentiality and 12-month non-solicitation required to receive severance; return of company property .
Performance & Track Record
- 2024 company performance supporting incentive outcomes: revenue +14%, adjusted EBITDA +23%, $8.5B backlog, $4.1B bookings (1.3x book-to-bill), share price +61% .
- Long-term TSR: 100th percentile relative TSR for 2022–2024 PRSU cycle; Baylouny PRSUs paid at 164.42% → 81,212 shares earned .
- COO execution themes (2024): Strong bookings growth (internal collaboration, expanded international portfolio), revenue outperformance above targets, improved operational risk mitigation and customer satisfaction, leadership development .
- Strategic positioning (2025): Incoming CEO; highlighted leadership in Counter-UAS, multimodal sensing, software (Sage Core), and electric power/propulsion; awarded >$250M contracts for ground-based Counter-UAS and SHORAD in Q3 2025 .
Compensation Peer Group and Say-on-Pay
- Peer group used in setting 2024 NEO compensation includes AAR (AIR), BWX Technologies (BWXT), Curtiss-Wright (CW), HEICO (HEI), Hexcel (HXL), Teledyne (TDY), Woodward (WWD), CACI (CACI), Mercury Systems (MRCY), Moog (MOG.A), Crane (CR), Barnes (B), V2X (VVX), Huntington Ingalls (HII), SAIC (SAIC), BWXT (BWXT); adds/removals detailed in 2024 refresh .
- Say-on-Pay: ~98% approval at 2024 annual meeting, supporting pay-for-performance program continuity .
Equity Ownership & Alignment Signals
- Ownership guideline met (3x salary), beneficial ownership <1% of outstanding shares; balanced equity mix (RSUs and PRSUs) aligns long-term incentives with TSR, EPS, and ROIC .
- Prohibition on hedging and pledging mitigates misalignment risk .
- Vesting calendar implies periodic RSU vesting annually and PRSU cliffs in 2026 and 2027, creating predictable equity events; no stock options outstanding/exercised in 2024 .
Investment Implications
- Pay-for-performance alignment is robust: ICP tied to revenue, bookings, adjusted EBITDA, and FCF with 145.5% company achievement; PRSUs measured on rTSR, EPS, and ROIC, with demonstrated outperformance (100th percentile rTSR, above-target ROIC) .
- Retention risk appears contained: meaningful unvested RSU/PRSU balances, strict clawback, 12-month non-solicit, and double-trigger CIC protections; compliance with ownership guidelines; no hedging/pledging .
- Trading signals: Upcoming PRSU vesting cliffs (2026, 2027) and annual RSU vesting schedules may result in periodic tax withholding-related share flows; lack of options reduces risk of option-related selling; past PRSU payout (81,212 shares) reflects strong long-term performance .
- Execution posture: As incoming CEO, Baylouny’s operational track record in Counter-UAS, sensing, AI-enabled edge computing, and electric power/propulsion aligns with DRS’s growth engines, supporting continued organic growth and durable margin expansion ambitions .