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Item 3. Legal Proceedings

2023-03-28 compared with 2022-03-28 · 63 added, 0 removed, 19 unchanged (77% of the section changed)

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SUPPLEMENTARY ITEM— INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information concerning our executive officers, including the respective age of each individual, as of December 31, 2022.

Biographies of each of our executive officers are also below.

Name Age Position

Lynn III 68 Chief Executive Officer and Chairman

Baylouny 61 Executive Vice President, Chief Operating Officer

Dippold 42 Executive Vice President, Chief Financial Officer

Dorfman 48 Executive Vice President, General Counsel & Secretary

Wallace 56 Executive Vice President, Business Operations

Lynn has been a director since 2012 and has been our Chief Executive Officer since January 2012.

Lynn also serves as Chairman of our Board.

Prior to joining DRS in January 2012, Mr.

Lynn served as the 30th United States Deputy Secretary of Defense from 2009 to 2011.

From 2002 to 2009, Mr.

Lynn was Senior Vice President of Government Operations and Strategy at the Raytheon Company.

In this position, he directed strategic planning, oversaw merger and acquisition activities and supervised government relations.

Previously, he served as the Chief Financial Officer and Under Secretary of Defense (Comptroller) from 1997 to 2001.

From 1993 to 1997, he led strategic planning for the DoD as Director of Program Analysis and Evaluation.

Lynn worked for Senator Ted Kennedy as counsel to the Senate Armed Services Committee from 1987 to 1993.

Lynn is a member of the boards of Accenture Federal Services, the United Service Organizations, the Atlantic Council, the Marshall Legacy Institute and the Center for a New American Security.

He has been recognized for numerous professional and service contributions, including four DoD Distinguished Public Service medals and the Distinguished Civilian Service Award from the Chairman of the Joint Chiefs of Staff.

A graduate of Dartmouth College, Mr.

Lynn holds a juris doctor degree from Cornell Law School and a master’s degree from the Princeton School of Public and International Affairs.

Lynn brings to the Board his extensive experience in national security, both in government and in industry.

Baylouny has been our Executive Vice President and Chief Operating Officer since October 2018.

In that role, Mr.

Baylouny is responsible for overseeing the business operations and technical strategy of the Company.

Prior to assuming the position of Chief Operating Officer, Mr.

Baylouny served as our Chief Technology Officer from January 2017 to October 2018.

Prior to that, Mr.

Baylouny served as Vice President and General Manager of the Company’s Land Systems and Advanced ISR businesses from January 2014 to January 2017, among other leadership roles.

Baylouny has more than 30 years of experience in the aerospace and defense industry with diverse experience in operational responsibility, general management, technology, product and system design and development, and program management.

Baylouny has a master’s degree in electrical engineering from Stevens Institute of Technology, and a Bachelor of Science degree in electrical engineering from Fairleigh Dickinson University.

Michael Dippold has been our Executive Vice President and Chief Financial Officer since January 2017.

As the Executive Vice President, Chief Financial Officer, Mr.

Dippold is responsible for overseeing our financial activities and operations, controllership, treasury functions, and economic and business-related strategies.

In addition, he currently resides on the USO Board of Governors.

Throughout his career at DRS, Mr.

Dippold has held a variety of roles of increasing responsibility.

Prior to assuming the position of Executive Vice President, Chief Financial Officer, Mr.

Dippold served as Senior Vice President, Corporate Controller from December 2015 to January 2017, and Vice President, Assistant Controller from December 2010 to December 2015.

Prior to joining DRS in 2006, Mr.

Dippold spent three years at KPMG LLP where he worked primarily on defense industry client accounts, including DRS.

Dippold received a Bachelor of Science degree in accounting from Pennsylvania State University.

Dorfman has been our Executive Vice President, General Counsel and Secretary since February 2011.

Dorfman is responsible for providing advice and counsel to the Company’s Board and executive leadership of the Company on legal and business matters.

As the Company’s chief legal officer, Mr.

Dorfman oversees the Company's legal and regulatory affairs, including transactions, litigation, corporate governance, internal audit, contracts, insurance, intellectual property protection, and ethics and compliance programs (including environmental health and safety, international trade, and industrial and cyber security).

Dorfman joined the Company in 2005 as corporate counsel and was promoted multiple times between 2006 and 2011 to his current executive leadership position.

Prior to assuming the position of Executive Vice President, General Counsel and Secretary, Mr.

Dorfman served as Senior Vice President, General Counsel and Secretary from December 2009 to February 2011;

Vice President, Corporate Counsel from March 2006 to December 2009;

and Corporate Counsel from September 2005 to March 2006.

Prior to joining DRS, from 1999 to 2005, Mr.

Dorfman was a corporate attorney first at Chadbourne & Parke LLP and then Lowenstein Sandler PC, where his practice included representation of corporate and other clients in connection with mergers and acquisitions, divestitures, public and private securities offerings, joint ventures and other complex transactions and providing advice and counsel on a variety of matters, including securities law and corporate governance.

Dorfman holds a Bachelor of Arts degree in political science from Emory University and a juris doctor degree from New York University School of Law.

Wallace has been our Executive Vice President, Business Operations since December 2016.

As Executive Vice President, Business Operations, Ms.

Wallace is responsible for overseeing the policies and standards required for effective program execution.

Wallace has more than 30 years’ experience, in roles of increasing responsibility, within the defense industry.

Prior to assuming the position of Executive Vice President, Operations, Ms.

Wallace was President of the C4ISR Group within DRS from April 2014 to December 2016, Vice President of Business Operations for DRS Maritime and Combat Support Systems Group from July 2008 to April 2014, as well as the Vice President and General Manager of DRS Power and Control Technologies from 2004 to July 2008.

Wallace has a master’s degree in business from the University of Chicago, a master’s degree in mechanical engineering from the University of Connecticut and a Bachelor of Science degree in engineering physics from Grove City College.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings