Kenneth J. Krieg
About Kenneth J. Krieg
Kenneth J. Krieg (age 64) is an independent director of Leonardo DRS, Inc. (DRS), serving since 2009. He chairs the Nominating and Corporate Governance Committee and sits on the Compensation and Government Security Committees; he is also a DCSA‑approved proxy holder under the Company’s FOCI mitigation structure (term: Jan 1, 2025–Mar 31, 2028). His background includes senior U.S. Department of Defense acquisition leadership (Under Secretary of Defense for Acquisition, Technology, and Logistics, 2005–2007), operating leadership at International Paper, and ongoing advisory roles in aerospace/defense.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Under Secretary of Defense for Acquisition, Technology, and Logistics | 2005–2007 | Led procurement, R&D, logistics oversight for DoD acquisitions |
| U.S. Department of Defense | Various senior roles | 2001–2005 | Predecessor roles culminating in USD(AT&L) appointment |
| International Paper Company | Vice President & General Manager, Office & Consumer Papers Division (after 11 years at IP) | Not disclosed; total tenure 11 years | P&L leadership; industrial operations experience |
| API Technologies Corp. | Director | 2011–2016 | Public company governance in defense electronics |
| Tempus Applied Solutions Holdings, Inc. | Director | 2014–2016 | Public company governance in defense services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BWX Technologies, Inc. (NYSE: BWXT) | Director | 2016–present | Public company directorship; committee roles not disclosed in DRS proxy |
| Samford Global Strategies | Head/Founder | 2007–present | Advisory/consulting practice; aerospace/defense clients |
| Renaissance Strategic Advisors | Executive in Residence | 2010–present | Industry strategy advisory (aerospace, defense, gov’t services) |
| Various (FOCI mitigation boards) | Board member | Not disclosed | Security/FOCI governance experience |
Board Governance
- Independence: The Board determined all directors other than the CEO (Mr. Lynn) are independent; Krieg is listed as “Proxy Holder Independent.”
- Committees and roles (2024–2025):
- Nominating and Corporate Governance Committee: Chair; 4 meetings in 2024; oversees governance, Board evaluations, related‑party transaction review/approval, ethics/compliance oversight.
- Compensation Committee: Member; 5 meetings in 2024; oversees exec pay, consultant use, culture/talent/succession oversight.
- Government Security Committee: Member; oversees Proxy Agreement, ITAR/EAR/NISPOM compliance, information security; 4 meetings in 2024.
- Attendance and engagement: The Board met 9 times in 2024; all directors attended at least 90% of Board and committee meetings; all nine directors attended the 2024 annual meeting.
- Controlled company context: DRS is a Nasdaq “controlled company” (majority owned by Leonardo S.p.A.) but maintains a majority‑independent Board and independent Compensation and Nominating Committees.
- Proxy holder status: As part of the DoD‑approved Proxy Agreement to mitigate FOCI, Krieg serves as one of five proxy holders (term: Jan 1, 2025–Mar 31, 2028) who vote the controlling holder’s shares and sit on the Government Security Committee.
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair/Lead Fees ($) | Meeting Fees | Total Fees Earned ($) | Notes |
|---|---|---|---|---|---|
| 2024 (actual) | 100,000 | 40,000 (Nominating Chair) | None | 140,000 | No meeting fees; chair retainers $40k in 2024 |
| 2024 (director comp line) | — | — | — | 140,000 | Krieg fees earned; see director comp table |
| 2025 (program) | 110,000 | 20,000 (chair retainers reduced) | None | 130,000 (if chair) | Cash retainer increased; chair retainer decreased |
Additional 2024 director compensation received by Krieg:
- Stock awards (RSUs) grant date fair value: $148,010; unvested RSUs from the 2024 grant vest on May 16, 2025 (one‑year vest).
- All other compensation (expense reimbursements, etc.): $11,427.
- Total 2024 director compensation: $299,437.
Stock ownership guidelines (directors):
- 4× annual cash retainer through 2024; increased to 5× effective Jan 1, 2025. As of Dec 31, 2024, all non‑employee directors satisfied or are on track within the required five‑year period.
Performance Compensation (Director)
| Component | Grant Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| RSUs (annual director equity retainer) | $148,010 (2024 grant) | Vest on 1‑year anniversary of grant; generally service‑based; death/disability accelerates | None disclosed for directors; time‑based RSUs (no performance conditions) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock Notes |
|---|---|---|---|
| BWX Technologies, Inc. (NYSE: BWXT) | Public | Director (2016–present) | No DRS‑disclosed related‑party transactions with BWXT; DRS related‑party transactions primarily with Leonardo S.p.A./affiliates under governance agreements. |
| API Technologies Corp. | Public (prior) | Director (2011–2016) | Prior board role; no current interlock disclosed at DRS. |
| Tempus Applied Solutions Holdings, Inc. | Public (prior) | Director (2014–2016) | Prior board role; no current interlock disclosed at DRS. |
Related‑party and governance framework:
- DRS operates under a DoD‑approved Proxy Agreement due to Leonardo S.p.A. control; proxy holders (including Krieg) must be independent of Leonardo S.p.A. and vote its DRS shares; Government Security Committee and other controls mitigate FOCI risk.
- Nominating Committee (which Krieg chairs) reviews/approves related‑party transactions; ordinary‑course transactions with Leonardo S.p.A./US Holding are pre‑approved and ratified; 2024 related‑party sales $30M and purchases $7M.
Expertise & Qualifications
- Defense acquisition and government: Former USD(AT&L) with broad acquisition, technology, and logistics oversight; prior DoD senior roles.
- Industrial/operations: 11 years at International Paper, culminating as VP/GM.
- Board skills matrix: Krieg is marked for senior public company experience, manufacturing/operations, industrial/national security, financial literacy, M&A/business integration, government experience, technical expertise, global experience, military/defense experience.
- Governance and security: Service on multiple FOCI mitigation boards; Government Security Committee member; proxy holder with DCSA clearance.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Apr 7, 2025) | 30,320 shares | Less than 1% of shares outstanding; includes 6,438 RSUs vesting within 60 days of record date. |
| Unvested RSUs (as of Dec 31, 2024) | 6,438 | Each non‑employee director held 6,438 outstanding/unvested RSUs at year‑end 2024. |
| Ownership guidelines | 4× cash retainer (2024); 5× effective 2025 | All non‑employee directors satisfied or on track as of Dec 31, 2024. |
| Hedging/pledging | Prohibited for directors covered by the ECP | Insider Trading Policy prohibits hedging and pledging. |
Insider Trades
| Date | Form | Transaction | Shares | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑11‑13 | Form 4 | Gift (code G) | 2,600 | $0.00 | 27,720 |
Governance Assessment
- Independence and roles: Krieg is an independent director; chairs Nominating; sits on Compensation and Government Security; and serves as a DCSA‑approved proxy holder—placing him at the nexus of director nominations, related‑party transaction oversight, and FOCI governance. This combination concentrates governance responsibilities but is mitigated by full committee independence and robust charters.
- Attendance and engagement: Board held 9 meetings in 2024; all directors (including Krieg) attended at least 90% of Board/committee meetings and attended the annual meeting—supportive of engagement.
- Pay structure and alignment: Director pay mixes cash retainer and time‑based RSUs; no meeting fees; 2025 program increases cash and equity retainers while reducing chair fees; director stock ownership guidelines strengthened to 5× retainer; hedging/pledging prohibited—generally positive alignment signals.
- Controlled company and FOCI context (RED FLAG – structural): DRS is a controlled company (Leonardo S.p.A. 71.3%); proxy holders (including Krieg) vote the controlling block under the Proxy Agreement. While DRS voluntarily maintains independent committees and strong security governance, the structure concentrates influence and requires continued vigilance around related‑party transactions and autonomy.
- Shareholder feedback: Say‑on‑pay support ~98% at the 2024 annual meeting indicates broad investor confidence in pay governance, indirectly supportive of overall board effectiveness.
Director Compensation (Detail for 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,000 |
| Stock Awards (grant date fair value) | 148,010 |
| All Other Compensation | 11,427 |
| Total | 299,437 |
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Board composition, evaluations, governance policies, related‑party transactions, ethics/compliance oversight. |
| Compensation | Member | 5 | Exec pay design/approval, independent consultant, culture/talent/succession oversight. |
| Government Security | Member | 4 | Proxy Agreement compliance; classified information safeguarding; ITAR/EAR/NISPOM compliance. |
Other Notes
- Stock ownership of directors and officers: Krieg beneficially owned 30,320 shares as of Apr 7, 2025; all directors and officers as a group owned 916,981 shares; outstanding shares 266,087,957.
- Majority controller: Leonardo S.p.A./US Holding owned 189,745,073 shares (71.3%) as of Apr 7, 2025.