Mark Dorfman
About Mark Dorfman
Mark A. Dorfman serves as Executive Vice President, General Counsel and Corporate Secretary of Leonardo DRS, Inc., and has been a named executive officer in company proxies covering fiscal years 2021–2024 . His 2024 contributions focused on risk reduction, strengthening compliance and ethics programs, governance enhancements, and international portfolio growth amid complex geopolitics . Company performance during his tenure as a NEO includes: 2023 share price +57% with revenue ~$2.8B, record backlog nearly $8B, and adjusted EBITDA margin 11.5% ; 2024 share price +61% with 14% revenue growth, $4.1B bookings (1.3x book-to-bill), record $8.5B backlog, and $190M free cash flow . From public listing (Nov 29, 2022) to Dec 31, 2024, cumulative TSR turned $100 into $294, while adjusted EBITDA reached $400M in 2024 .
Past Roles
Not disclosed in the proxy beyond internal executive responsibilities and outcomes noted in “Individual Performance Achievement” narratives for 2023–2024 .
External Roles
Not disclosed in the proxy for Mark Dorfman .
Fixed Compensation
- Base salary increased 4% to $483,000 in 2024 (from $464,000 in 2023) .
- Target annual bonus: 70% of base (unchanged in 2024) .
- Perquisites: Executive Allowance Program $29,400; 401(k) company match, vacation payout, modest other benefits (e.g., gym) .
Multi-year compensation summary (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $446,209 | $462,550 | $479,137 |
| Stock Awards (RSUs/PRSUs grant-date fair value) | $1,037,649 | $510,562 | $660,379 |
| Non-Equity Incentive (ICP and any LTIP) | $712,200 | $982,954 | $538,100 |
| All Other Compensation | $52,010 | $57,491 | $58,443 |
| Total Compensation | $2,248,069 | $2,013,557 | $1,736,059 |
Performance Compensation
Short-term (ICP) – 2024 metrics, weights, targets, actuals, payout factors:
| Metric | Weight | Target | Actual | Performance Achieved | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 30% | $388M | $400M | 103% | 115% | Cash paid early 2025 |
| Free Cash Flow | 30% | $187M | $190M | 102% | 110% | Cash paid early 2025 |
| Bookings | 20% | $3,280M | $4,077M | 124% | 200% | Cash paid early 2025 |
| Revenue | 20% | $2,968M | $3,234M | 109% | 190% | Cash paid early 2025 |
| Company Financial Achievement (weighted) | — | — | — | — | 145.5% | — |
| Individual Performance Achievement (Dorfman) | 25% of ICP | — | — | 200% | — | — |
2024 ICP outcome for Dorfman:
| Component | Target Incentive ($) | Financial Achievement ($) | Individual Achievement ($) | Calculated Award ($) | Earned Award ($) | Overall Achievement (%) |
|---|---|---|---|---|---|---|
| 2024 ICP (70% of base) | $338,100 | $368,952 | $169,050 | $538,002 | $538,100 | 159% |
Long-term (ECP/PRSUs & RSUs):
- 2024 ECP grants (Apr 16, 2024): PRSUs target 14,313 ($352,528 fair value) and RSUs 14,312 ($307,851 fair value) . RSUs vest ratably over three years; PRSUs measured on 2024–2026 metrics with cliff vest on April 1, 2027 .
- 2023 PRSUs: performance metrics are Relative TSR (40%), 3-year revenue growth (30%), 3-year average ROIC (30%); cliff vests April 1, 2026 .
- 2022 PRSUs (2022–2024 cycle) paid at 164.42% of target; Dorfman earned 46,645 shares on March 15, 2025 .
2024 PRSU metric design:
| PRSU Metric | Weight | Definition | Period | Vesting |
|---|---|---|---|---|
| Relative TSR | 40% | Percentile vs S&P Aerospace & Defense Select Index constituents; 60-day avg prices and dividends reinvested | 2024–2026 | Cliff 4/1/2027 |
| 3-year Avg Adjusted Diluted EPS | 40% | Adjusted for deal costs, amortization, restructuring, non-operational items and tax | 2024–2026 | Cliff 4/1/2027 |
| 3-year Avg ROIC | 20% | 3-year average NOPAT / Invested Capital (lease debt included; acquisitions handled per definition) | 2024–2026 | Cliff 4/1/2027 |
Equity Ownership & Alignment
- Beneficial ownership: 52,001 shares of DRS common stock as of April 7, 2025 (<1%) .
- Outstanding equity (as of Dec 31, 2024):
| Grant Date | Type | Unvested Shares (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 5/8/2024 | RSUs | 14,312 | $462,421 | 14,313 | $924,906 |
| 4/18/2023 | RSUs | 14,504 | $468,624 | 21,756 | $1,405,873 |
| 11/29/2022 | RSUs | 9,457 | $305,556 | — | — |
- 2024 stock vested: 90,955 shares; realized value $2,946,770 .
- Stock ownership guidelines: NEOs required to hold 3x base salary; all NEOs (including Dorfman) satisfied by Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors/officers (no margin accounts or pledging) .
Implications for selling pressure:
- Significant 2023 and 2024 RSUs vest ratably over three years; PRSU cliffs on April 1, 2026 and April 1, 2027, creating known future vesting events that may increase share supply, though actual sales are subject to blackout windows, taxes, and personal decisions .
Employment Terms
Severance plan (non-CEO NEOs) and CIC treatment:
| Scenario | Cash Severance | Benefits Continuation (PV) | Accelerated LTI (ECP) | Total |
|---|---|---|---|---|
| Involuntary Termination without Cause | $1,062,600 | $52,593 | $0 | $1,115,193 |
| Termination with Change in Control (double trigger) | $2,390,850 | $87,655 | $3,318,592 | $5,797,097 |
| Disability or Death | $538,100 | — | $3,318,592 | $3,856,692 |
Key provisions:
- CIC benefits require a qualifying termination within two years of CIC (double trigger); PRSUs/RSUs vest at target upon CIC termination .
- No excise tax gross-up; benefits may be cut to avoid 280G excise tax if it results in higher after-tax proceeds .
- Clawback: SEC- and Nasdaq-compliant three-year lookback recovery for incentive comp after restatements, faultless recovery permitted .
- Restrictive covenants: Confidentiality and 12-month non-solicit required to receive severance; hedging/pledging prohibited .
Performance & Track Record
- Company 2024 results linked to Dorfman’s 200% individual goal rating: improvements in governance/compliance, risk assessment, contracting, ethics program, and cyber/security practices .
- 2024 performance highlights: +14% revenue, $4.1B bookings (1.3x book-to-bill), record $8.5B backlog, $190M FCF, share price +61% .
- Pay-versus-performance: CAP for PEO and NEOs aligns with cumulative TSR; initial $100 investment since listing grew to $294 by 12/31/2024; adjusted EBITDA $400M .
Compensation Structure Analysis
- ICP design changes in 2024: removed discretionary factor; shifted working capital metric to revenue; weights now Adjusted EBITDA 30%, FCF 30%, Bookings 20%, Revenue 20%; raised minimum threshold payouts to 50% (90% threshold for revenue) .
- ECP changes in 2024: replaced revenue growth with average adjusted EPS; refined ROIC; switched rTSR peer measure to S&P Aerospace & Defense Select Industry Index; weights EPS 40%, rTSR 40%, ROIC 20% .
- Option awards: Company does not currently grant stock options to executives; none exercised in 2024 .
- Say-on-pay: ~98% approval at 2024 and 2025 annual meetings, indicating shareholder support for pay-for-performance .
Equity Grant Detail (2024)
| Grant Date | Award Type | Shares (Target) | Grant-Date Fair Value |
|---|---|---|---|
| 4/16/2024 | PRSUs | 14,313 | $352,528 |
| 4/16/2024 | RSUs | 14,312 | $307,851 |
Compensation Peer Group (2024 benchmarking)
Peer set includes AIR, B, BWXT, CACI, CR, CW, HEI, HII, HXL, MRCY, MOG.A, SAIC, TDY, VVX, WWD, and Crane Company additions/removals noted; compensation philosophy targets above-median pay for above-median performance rather than a fixed percentile .
Say-on-Pay & Shareholder Feedback
- 98% approval; Committee retained Exequity, reviewed design, and maintained strong pay-for-performance alignment .
Investment Implications
- Alignment: Strong pay-for-performance linkage via 2024 ICP and longer-term EPS/ROIC/rTSR PRSUs; no hedging/pledging and robust clawback reduce alignment risk .
- Retention/cycle risk: Double-trigger CIC with full LTI vesting and sizable severance supports retention; upcoming PRSU cliffs in 2026 and 2027 imply known future supply from vesting but actual sale behavior is uncertain .
- Execution signals: Dorfman’s 200% individual achievement and governance/compliance enhancements align with reduced operational/legal risk; company-wide value creation (TSR, revenue/EBITDA growth, backlog/FCF) underpins incentive payouts .
- Governance: High say-on-pay approvals and independent Compensation Committee oversight with external consultant reduce compensation governance risk .