Mary E. Gallagher
About Mary E. Gallagher
Independent director of Leonardo DRS, Inc. (DRS), age 59, serving since 2021; Chair of the Audit Committee and designated an “audit committee financial expert.” Former CFO and senior finance executive with deep accounting and aerospace/defense experience, including roles at Wheels Up, Sikorsky/United Technologies, Olin, and KPMG. Determined independent under Nasdaq listing rules; the board reports all directors (except the CEO) are independent. Board and committee attendance was ≥90% in FY2024 across all directors; the Audit Committee held eight meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheels Up | Chief Financial Officer | 2016–2018 | Senior finance leadership in consumer aviation; financial leadership, accounting expertise highlighted. |
| United Technologies (Sikorsky Aircraft) | Chief Financial Officer, Sikorsky | 2013–2016 | Aerospace/defense finance; broad UTC finance roles 2004–2016. |
| Olin Corporation | VP Controller & Chief Accounting Officer | 1996–2004 | Corporate accounting leadership. |
| KPMG | Audit, M&A, consulting, training | 1987–1996 | Public accounting and advisory experience. |
External Roles
| Organization | Role | Tenure | Committee roles |
|---|---|---|---|
| American Outdoor Brands (NASDAQ: AOUT) | Director | 2020–present | Not disclosed. |
| IronNet (NYSE: IRNT) | Director | 2021–2023 | Not disclosed. |
| Novaria Group (private) | Director | 2020–present | Not disclosed. |
Board Governance
- Committee assignments: Audit Committee (Chair); designated “audit committee financial expert.” Not a proxy holder; not on the Government Security Committee per committee roster.
- Independence and attendance: Independent under Nasdaq rules; all directors attended ≥90% of aggregate board/committee meetings in 2024; all nine directors attended the 2024 annual meeting.
- Audit Committee oversight: Oversees financial reporting quality/integrity, auditor appointment and independence, internal audit performance, disclosure controls and internal control over financial reporting; eight meetings held in 2024.
- Board structure: Combined Chair/CEO with independent Lead Director (Frances F. Townsend, effective Jan 1, 2023), providing independent oversight.
- Controlled company: DRS is Nasdaq “controlled company” (Leonardo S.p.A. majority voting power), yet voluntarily maintains majority-independent board and independent compensation/nominating committees.
Fixed Compensation
| Component (2024 unless noted) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director cash retainer. |
| Committee chair retainer (Audit) | $40,000 | Additional cash for chair role. |
| Equity retainer (RSUs) | $148,010 | Grant-date fair value; annual RSUs vest on one-year anniversary; rounded to whole shares. |
| Meeting fees | None | No additional meeting fees. |
| All other compensation | $3,665 | Reimbursed expenses per policy. |
| Total reported 2024 director comp | $291,675 | Fees ($140,000) + stock ($148,010) + other ($3,665). |
Changes for 2025 program:
- Cash retainer increased to $110,000; equity retainer increased to $160,000; committee chair cash retainer decreased to $20,000; director stock ownership guideline increased to 5x annual cash retainer.
Performance Compensation
Directors do not receive performance-based incentives; equity grants are time-based RSUs vesting after one year.
Company-level incentive metrics (NEO ICP) — governance context:
| Metric | 2024 Target ($mm) | 2024 Actual ($mm) | Performance Factor (%) |
|---|---|---|---|
| Adjusted EBITDA | 388 | 400 | 115 |
| Free Cash Flow | 187 | 190 | 110 |
| Bookings | 3,280 | 4,077 | 200 |
| Revenue | 2,968 | 3,234 | 190 |
Performance RSU design (ECP, long-term): rTSR (40%), 3-year average adjusted diluted EPS (40%), 3-year average ROIC (20%); payout range 0–200% with three-year performance periods.
Other Directorships & Interlocks
- Current public boards: American Outdoor Brands (AOUT), consumer/outdoor; prior IronNet (IRNT), cybersecurity—no disclosed DRS-related transactions from these boards.
- Controlled company and related parties: Majority ownership by Leonardo S.p.A.; Nominating Committee pre-approves certain ordinary-course transactions and reviews/approves related party transactions; Government Security Committee and Proxy Agreement govern FOCI mitigation and security compliance.
Expertise & Qualifications
- Financial literacy and audit leadership: Audit chair; audit committee financial expert; financially literate per Nasdaq standards.
- Industry/functional expertise: Business administration, accounting, financial leadership, defense; board skills matrix shows financial literacy, industrial/national security, manufacturing/operations, M&A/integration, global experience.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,320 | Includes 6,438 RSUs vesting within 60 days after record date. |
| Ownership % of outstanding | <1% | 266,087,957 shares outstanding as of record date. |
| Unvested RSUs held (12/31/2024) | 6,438 | Non-employee directors held 6,438 unvested RSUs each at YE. |
| Director ownership guidelines | 5x cash retainer (2025); previously 4x | All non-employee directors satisfied or on track by 12/31/2024. |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging. |
Governance Assessment
- Strengths: Independent audit chair and “financial expert” designation; robust oversight of financial reporting and controls; high attendance; standard, modest director pay structure with increased equity retainer aligning interests; hedging/pledging prohibited; director ownership guidelines increased to 5x cash retainer.
- Controlled-company mitigants: Despite controlled status, board voluntarily maintains majority-independence and independent compensation/nominating committees; formal Proxy Agreement and Government Security Committee oversight of FOCI and security risks.
- Potential conflict monitoring: Related-party transactions with Leonardo S.p.A./affiliates are overseen under a formal policy by the Nominating Committee; no Mary E. Gallagher-specific related-party exposure disclosed.
- Signals for investors: Audit leadership and financial expertise support confidence in reporting quality; increased director ownership guideline and equity retainer improve alignment; no director performance pay reduces undue incentives.