DEF 14A of Leidos Holdings, Inc.
Filed Mar 19, 2026 · FY20250001336920-26-000138
OUR NOMINEES AT A GLANCE
OUR NOMINEES AT A GLANCE
OUR NOMINEES AT A GLANCE
| | | | | | | THOMAS A. BELL Chief Executive Officer | GREGORY R. DAHLBERG Independent | DAVID G. FUBINI Independent | NOEL B. GEER Independent | TINA W. JONAS Independent | | Director Since: 2023 Age: 65 | Director Since: 2016 Age: 74 | Director Since: 2013 Age: 72 | Director Since: 2013 Age: 71 | Director Since: 2024 Age: 66 | | Former President of Defense – Rolls-Royce plc; Former Chair and Chief Executive Officer – Rolls-Royce North America, Inc. | Former Senior Vice President for Washington Operations – Lockheed Martin | Director Emeritus – McKinsey & Company, Inc. | Retired President – HCA Information Technology & Services, Inc. | Former Undersecretary of Defense (Comptroller) for the Department of Defense | | TIS | AF TIS | CGE HRC | CGE HRC | AF* HRC | | | | | | | | HARRY M. J. KRAEMER, JR. Independent | GARY S. MAY Independent | NANCY A. NORTON Independent | PATRICK M. SHANAHAN Independent | ROBERT S. SHAPARD Independent Chair | | Director Since: 1997 Age: 71 | Director Since: 2015 Age: 61 | Director Since: 2024 Age: 61 | Director Since: 2022 Age: 63 | Director Since: 2013 Age: 70 | | Executive Partner – Madison Dearborn Partners, LLC | 7th Chancellor – University of California at Davis | Vice Admiral (Retired), U.S. Navy | Former (33rd) Deputy Secretary of Defense; Former CEO Spirit AeroSystems | Chair and Former CEO – Oncor | | AF* CGE | HRC TIS | HRC TIS | AF TIS | AF* CGE |
OUR NOMINEES AT A GLANCE
| COMMITTEES: | | | | | AF – Audit & Finance | CGE – Corporate Governance & Ethics | * Financial Expert | | | TIS – Technology & Information Security | HRC – Human Resources & Compensation | | Chair |
OUR NOMINEES AT A GLANCE
| 8 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors Set forth below is a brief biography of each nominee for election as a director and a discussion of the specific experience, qualifications, attributes or skills that led to the Board’s conclusion that the nominee should serve as a director of our Company. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending to stockholders a group of nominees with complementary skills and a diverse mix of backgrounds, perspectives and expertise beneficial to the broad business of our Company. Our Board membership criteria and director nomination process are described in the “Corporate Governance” section of this proxy statement.
Nominees for Election to the Board of Directors
| Thomas A. Bell | | | | | | Chief Executive Officer and Director | | | | | Age: 65 Director Since: 2023 Committees: Technology & Information Security | | Current Public Company Boards: None | | Key Expertise Mr. Bell serves as Leidos’ Chief Executive Officer, overseeing global operations and 47,000 employees worldwide. With a customer-focused and innovative approach, Mr. Bell’s strategic vision for Leidos focuses on promoting healthy growth while advancing the Company’s overall strategy. Mr. Bell’s more than 40 years of leadership experience at prominent aerospace and defense organizations provide him with deep experience overseeing a wide range of critical functions, including engineering, public policy, contracts and pricing, research and development prioritization, capital allocation and M&A. Prior to Leidos, Mr. Bell served as President of Rolls-Royce’s defense business, leading a global team of 10,000 innovating solutions for aerospace and naval customers, and also led its North American business and U.S. operations. Mr. Bell previously spent over 25 years at Boeing working in domestic and international leadership roles, and began his aerospace career with Lockheed Martin in human space flight. Mr. Bell brings extensive expertise in customer acquisition, sales and stakeholder management. During his leadership roles at aerospace and defense companies, he led U.S. government, state, and local stakeholder management efforts as well as global sales and marketing functions, delivering major contract wins in aircrafts, services, space, missile systems, and satellites. | | Professional Highlights Leidos Holdings Inc. uCEO and Director Rolls-Royce plc, a global multinational aerospace and defense company uPresident, Defense, Chairman and CEO, Rolls-Royce North America, Inc. Boeing Co., a leading global aerospace company uSVP, Global Sales and Marketing, Defense, Space & Security uStrategy Lead, Defense and Space uVP, Business Development, Precision Engagement and Mobility Systems; Logistics Support Systems uPresident, UK Operations uOther leadership roles Martin Marietta (merged with Lockheed Corporation to form Lockheed Martin), a diversified American manufacturer of aerospace and defense systems | | | Reasons for Nomination Mr. Bell is recognized as an industry leader for his dedication to driving the development of next-generation technologies for the defense, intelligence and national security sectors. Mr. Bell’s depth of industry expertise, knowledge of core end markets and relentless focus on customer needs support value creation across the Company’s products and services and provide strategic direction for the Board’s oversight of risks and long-term growth strategies. | | | |
Nominees for Election to the Board of Directors
| | Select Skills and Experience | | | | | | | | | | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | International Business Experience | | Public Company Experience | | Government and Military Expertise | | Risk Management Experience | | Human Capital Management Expertise |
Nominees for Election to the Board of Directors
| 18 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
| Gregory R. Dahlberg | | | | Independent Director | | | Former Senior Vice President for Washington Operations of Lockheed Martin | | | | | | Age: 74 Director Since: 2016 Committees: Technology & Information Security (Chair); Audit & Finance | | Current Public Company Boards: None | | | Key Expertise Mr. Dahlberg’s nearly 40-year career encompasses leadership positions with congressional committees, federal agencies and private industry with specialized expertise in military affairs and federal budgeting. Most recently, he led Lockheed Martin’s Washington operations, where he drove advocacy, marketing and legislative strategies for the organization’s largest programs. He also directed the organization’s liaison activities with Congress, the White House, federal agencies, industry associations, state governments and foreign embassies. Previously, Mr. Dahlberg served for over two decades as a senior staff member for the House Appropriations Committee, including seven years as Minority Staff Director of the House Appropriations Defense Subcommittee with jurisdiction over programs of the Department of Defense and intelligence agencies. Mr. Dahlberg also served as the 26th Under Secretary of the Army, the Army’s second highest ranking civilian leader, playing a critical role in all matters related to the management and operation of the U.S. Army, including programming and budgeting. He was appointed Acting Secretary of the Army in early 2001. Mr. Dahlberg’s early career included work on national transportation budgeting and programs for the House Appropriations Committee. | | Professional Highlights Lockheed Martin Corp., a global security, defense and aerospace company uSVP, Strategic Enterprise Initiatives uSVP, Washington Operations U.S. House of Representatives, Appropriations Committee uMinority Staff Director, Defense Subcommittee uStaff Member, Transportation Appropriations Subcommittee U.S. Department of Defense u26th Under Secretary of the Army uActing Secretary of the Army | | | | Reasons for Nomination Mr. Dahlberg contributes to the Board an extensive background in federal budgeting, congressional affairs and government relations. His experience working within federal agencies, executive management and military affairs provides critical perspectives to the Board’s oversight of important aspects of Leidos’ business as a government contractor. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | Government and Military Expertise |
Nominees for Election to the Board of Directors
| LEIDOS | 19 |
Nominees for Election to the Board of Directors
| David G. Fubini | | | | Independent Director | | | Director Emeritus of McKinsey & Company, Inc. | | | | | | Age: 72 Director Since: 2013 Committees: Human Resources & Compensation (Chair); Corporate Governance & Ethics | | Current Public Company Boards: Bain Capital Specialty Finance, Inc.; Bain Capital Private Credit Other Notable Board Memberships and Affiliations: J.M. Huber Corporation, Director; DLA Piper, Director, Global Board | | | Key Expertise Mr. Fubini served over three decades with management consulting firm McKinsey & Company, where he held various senior leadership roles, including founder and leader of the firm’s Global Merger Management Practice. His practice focused on corporate mergers and acquisitions, helping companies develop and execute transformative growth strategies. Throughout his management consulting career, he has led several industry-transforming transactions and integration efforts for IBM, Coca-Cola, DuPont, and Merck, among other large multinational enterprises. Additionally, Mr. Fubini has also led several of McKinsey’s largest organizational turnaround engagements, designing and implementing strategies for sustainable shareholder value creation. As the Boston Office Manager, Mr. Fubini re-energized McKinsey's New England operation in the early 90s, leading the firm's successful expansion in the region for over a decade and developing strong experience in attracting and retaining top talent. He also co-chaired and was a member of many of the firm-wide committees responsible for McKinsey's governance structure. As a Senior Lecturer and Henry B. Arthur Fellow at Harvard Business School, Mr. Fubini teaches courses on strategic leadership, organizational behavior and marketing. | | Professional Highlights Harvard Business School uSenior Lecturer, Henry B. Arthur Fellow McKinsey & Company, a multinational strategy and management consulting firm uDirector Emeritus uSenior Partner uOther advisory roles | | | | Reasons for Nomination Mr. Fubini is widely recognized as a leading expert on organizational change management, with extensive experience in a diverse range of corporate transactions. His executive management background at a leading management consulting firm – at which he advised public company boards and leadership teams during critical strategic junctures – provides the Board with valuable insights and perspectives. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | Senior Leadership Experience | | International Business Experience | | Risk Management Experience | | Human Capital Management Expertise |
Nominees for Election to the Board of Directors
| 20 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
| Noel B. Geer | | | | Independent Director | | | Retired President of HCA Information Technology & Services, Inc. | | | | | | Age: 71 Director Since: 2013 Committees: Human Resources & Compensation; Corporate Governance & Ethics | | Current Public Company Boards: None | | | Key Expertise Ms. Geer has over 35 years of experience in healthcare information technologies, having overseen technology operations at one of the largest healthcare providers and healthcare IT services companies in the country, where she was responsible for managing a network of more than 300 healthcare facilities across the United States. Over her tenure, she developed deep expertise in integrating clinical and outpatient strategy with information security into innovative IT applications. She spearheaded multiyear initiatives to build new electronic health record systems, enhance clinical decision support, virtualize data centers and improve core clinical infrastructure to support patient care. She was also responsible for leading the organization’s comprehensive data privacy and cybersecurity efforts and programs focused on IT governance, ethics and compliance. Under Ms. Geer’s leadership, the IT services group was recognized with over 20 industry awards, solidifying HCA Healthcare’s reputation as a premier clinical organization. Additionally, she previously served as Chief Information Officer at a healthcare services company that exclusively partnered with government agencies, gaining deep insights into their operations and priorities. She also contributed to the American Hospital Association Working Group for Health IT Standards. | | Professional Highlights HCA Healthcare, Inc., a for-profit healthcare operator uPresident, HCA Information Technology & Services uSVP, Chief Information Officer uVP, Information Services uOther positions in systems development America Service Group (merged with Valitás Health Services), a leading provider of healthcare services to government agencies uChief Information Officer Owen School of Management, Vanderbilt University, the graduate business school of Vanderbilt uAdjunct Professor | | | | Reasons for Nomination Ms. Geer brings to the Board extensive expertise in modernizing healthcare IT systems, overseeing cybersecurity preparedness and leading organizational transformation efforts to create shareholder value. Her leadership experience in digital transformation strategies and execution contributes critical perspective to the Board’s discussions on the Company’s growth strategy, risk management and technology initiatives. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | Risk Management Experience | | Human Capital Management Expertise |
Nominees for Election to the Board of Directors
| LEIDOS | 21 |
Nominees for Election to the Board of Directors
| Tina W. Jonas | | | | Independent Director | | | Former Undersecretary of Defense (Comptroller) for the Department of Defense | | | | | | Age: 66 Director Since: 2024 Committees: Audit & Finance (Chair); Human Resources & Compensation | | Current Public Company Boards: Virgin Galactic Holdings, Inc.; Centrus Energy Corp. | | | Key Expertise Ms. Jonas is a recognized expert in military, defense and aerospace issues, with a transformational leadership track record in successful strategic planning, business development, operations, finance and technology deployment at the highest levels of the U.S. government and commercial sectors. Her most recent executive leadership roles included oversight of UnitedHealth Group’s divisions that serve federal agencies and focus on enhancing healthcare delivery and patient care, offering valuable expertise related to Leidos’ health solutions. Prior to that, she served in senior leadership roles in prominent defense, aerospace and technology companies, overseeing global operations and strategic planning. Prior to her service in the commercial sector, she spent over 20 years in federal government agencies, having held senior strategic and financial leadership roles in the Department of Defense, FBI and the House Appropriations Committee. Ms. Jonas is a recipient of many honors, including the Department of Defense Medal for Distinguished Public Service and the Chairman of the Joint Chiefs of Staff Joint Distinguished Civilian Service Award. | | Professional Highlights UnitedHealth Group, Inc., a global health insurance and services company uPresident and CEO, Military and Veterans uPresident, Logistics Health uSVP, OptumHealth PASSUR Aerospace, Inc., a business intelligence company for the aviation industry uEVP, Operations United Technologies Corp. (merged with Raytheon Company to form Raytheon Technologies), a global leader in aerospace and building systems uDirector, Operations Planning & Analysis, Sikorsky Aircraft U.S. Department of Defense uUnder Secretary of Defense, Comptroller and CFO uDeputy Undersecretary of Defense for Financial Management U.S. Federal Bureau of Investigation uAssistant Director, CFO U.S. House of Representatives, Appropriations Committee uStaff Member, Defense Subcommittee U.S. Office of Management and Budget uSenior Budget Analyst, National Security | | | | Reasons for Nomination Ms. Jonas brings to the Board demonstrated leadership experience across federal and commercial sectors, enhancing the Board’s oversight of risk and operations management. Her strategic expertise in finance, strategic planning and the federal appropriations process across military, aerospace and healthcare markets provides cross-functional insights to support critical client missions and enhance Board discussions on strategic growth initiatives. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | Senior Leadership Experience | | Financial Expertise | | Government and Military Expertise | | Risk Management Experience |
Nominees for Election to the Board of Directors
| 22 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
| Harry M. J. Kraemer, Jr. | | | | Independent Director | | | Executive Partner of Madison Dearborn Partners, LLC | | | | | | Age: 71 Director Since: 1997 Committees: Audit & Finance; Corporate Governance & Ethics | | Current Public Company Boards: Option Care Health, Inc. Public Company Boards (Past Five Years): Dentsply Sirona, Inc. Other Notable Board Memberships and Affiliations: Performance Health, Chairman; The Conference Board, Trustee | | | Key Expertise As an executive partner at a leading private equity firm for nearly two decades and a former Chief Financial Officer at a global healthcare company, Mr. Kraemer contributes strong financial acumen and extensive investment experience to the Board. His background in corporate banking further enhances the Board’s oversight of financial strategy, reporting, operations and capital allocation strategies. He is also a Certified Public Accountant. His 23-year tenure at Baxter International culminated in serving as Chairman and CEO with oversight responsibility for over 50,000 employees in 103 countries, developing strong experience in driving technological innovation, managing diverse business lines and supporting evolving talent management strategies to ensure the retention of top talent. Previously, he served in a variety of senior leadership roles in both domestic and international operations with oversight responsibilities for business development, global communications and European operations, as well as managing several business lines. Mr. Kraemer is known for building high-performing organizations and has written several bestselling books on values-based leadership. | | Professional Highlights Madison Dearborn Partners, LLC, a private equity investment firm uExecutive Partner Kellogg School of Management at Northwestern University uClinical Professor of Management and Strategy Baxter International, Inc., a global provider of healthcare products, systems and services uChairman and CEO uPresident uSVP, CFO uOther senior roles | | | | Reasons for Nomination Mr. Kraemer brings to the Board his deep experience in risk management, capital markets, public policy, healthcare services and global operations acquired through his executive management experience. He is an “audit committee financial expert” as defined by SEC rules and contributes valuable insights to Board discussions on growth strategy, corporate transactions, innovation and oversight of financial reporting. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | | | Senior Leadership Experience | | Financial Expertise | | International Business Experience | | Public Company Experience | | Human Capital Management Expertise |
Nominees for Election to the Board of Directors
| LEIDOS | 23 |
Nominees for Election to the Board of Directors
| Gary S. May, Ph.D. | | | | Independent Director | | | 7th Chancellor of the University of California at Davis | | | | | | Age: 61 Director Since: 2015 Committees: Human Resources & Compensation; Technology & Information Security | | Current Public Company Boards: None | | | Key Expertise As an accomplished scholar and engineer, Dr. May oversees the most comprehensive campus in the University of California system, serving over 40,000 students. Under his leadership, UC Davis has achieved Top 10 recognition in four national university rankings and the university’s research programs have secured over $1 billion annually in sponsored research promoting innovation and enhancing America’s economy. Throughout his career, Dr. May advanced inclusion in the STEM fields – science, technology, engineering and math – by creating and growing programs aimed at enhancing career mobility and upskilling to meet market demand for highly skilled professionals in emerging, industry-transforming technologies, including data analytics, cybersecurity, and software development. In 2015, President Barack Obama honored Dr. May with the Presidential Award for Excellence in STEM Mentoring. He also has received the Lifetime Mentor Award from the American Association for the Advancement of Science. Dr. May was a National Science Foundation graduate fellow and an AT&T Bell Laboratories graduate fellow and worked as a member of the technical staff at AT&T Bell Laboratories. He is a former member of the National Advisory Board of the National Society of Black Engineers. | | Professional Highlights University of California, Davis, one of the leading public research universities in California u7th Chancellor Georgia Institute of Technology, a top public research university in Georgia uDean of the College of Engineering uChair of the School of Electrical and Computer Engineering uExecutive Assistant to Georgia Tech President G. Wayne Clough | | | | Reasons for Nomination As an accomplished engineer, Dr. May brings to the Board deep expertise in technology and cybersecurity, providing critical oversight of business strategies that fosters innovation and excellence to navigate the rapidly evolving technology landscape. He contributes his significant experience building effective public-private and interdisciplinary partnerships to drive shareholder value. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | Government and Military Expertise | | Risk Management Experience | | Human Capital Management Expertise |
Nominees for Election to the Board of Directors
| 24 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
| Nancy A. Norton | | | | Independent Director | | | Vice Admiral (Retired) in the U.S. Navy | | | | | | Age: 61 Director Since: 2024 Committees: Human Resources & Compensation; Technology & Information Security | | Current Public Company Boards: FedEx Corp. | | | Key Expertise Vice Admiral Norton has significant expertise in cybersecurity and information networks, developed through her leadership positions within the Department of Defense, where she worked with members of the military and civilian staff to secure, operate and defend the Department of Defense Information Network in more than 42 countries. As the commander of JFHQ-DODIN, she was in charge of synchronization of defensive cyberspace activities to ensure unity of command and effort across the Department of Defense. Through her more than 34 years of active-duty service as an officer in the U.S. Navy, Vice Admiral Norton oversaw the development of extensive global telecommunications and cybersecurity programs for naval fleets and information warfare programs, holding command and posts in multiple international locations. She is a recipient of the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security. Ms. Norton has extensive human capital management experience through her time overseeing a global network of 8,000 military and civilian personnel at DISA, supporting the President, Secretary of Defense, Joint Chiefs of Staff and other mission partners across combat support operations. | | Professional Highlights Defense Information Systems Agency (DISA) and Joint Force Headquarters Department of Defense Information Network (JFHQ-DODIN) uCommander, JFHQ-DoDIN uDirector, DISA uVice Director, DISA U.S. Navy uDirector of Warfare Integration for Information Warfare uU.S. Pacific Command uCommunications and Cyber Directorate | | | | Reasons for Nomination Vice Admiral Norton brings business acumen and in-depth knowledge of national defense, cybersecurity and information technology to the Board, gained through her distinguished public service and military career. Her experience with the Department of Defense and the U.S. Navy allows her to provide insights into emerging priorities of the federal government and its key agencies. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | International Business Experience | | Government and Military Expertise |
Nominees for Election to the Board of Directors
| LEIDOS | 25 |
Nominees for Election to the Board of Directors
| Patrick M. Shanahan | | | | Independent Director | | | Former (33rd) Deputy Secretary of Defense; Former CEO of Spirit AeroSystems | | | | | | Age: 63 Director Since: 2022 Committees: Audit & Finance; Technology & Information Security | | Current Public Company Boards: CAE Inc. Public Company Boards (Past Five Years): Spirit AeroSystems Holdings, Inc.; Zanite Acquisitions Corp. | | | Key Expertise As former Acting Secretary of Defense and the 33rd Deputy Secretary of Defense, Mr. Shanahan led the development of key government defense policies and strategies, which included the 2018 Department of Defense Strategy and the 2018 Cyber Posture Review. A passionate champion of digital and technological advancement, he drove modernization in cybersecurity, AI and cloud computing across the Department of Defense operations. In 2018, he instituted the Joint Artificial Intelligence Center (JAIC) and oversaw the development of the Department of Defense’s AI Strategy. In his role as former CEO of a leading aerostructures manufacturer and having spent over three decades in the aerospace industry, Mr. Shanahan has overseen profit and loss centers for both civil aviation and defense units. He has also acquired manufacturing and supply chain expertise through his responsibilities for manufacturing operations and supplier management functions, including the implementation of advanced manufacturing technologies and global supply chain strategies. | | Professional Highlights Spirit AeroSystems, Inc., a leading aerostructure supplier for commercial and defense OEMs uFormer President & CEO U.S. Department of Defense uActing Secretary of Defense uDeputy Secretary of Defense Boeing Co., a leading global aerospace company uSVP, Supply Chain & Operations, Executive Council Member, Commercial Airplane Programs uVP and General Manager, 787 Dreamliner, Missile Defense Systems, Rotocraft Systems uOther roles with increasing scope of responsibilities | | | | Reasons for Nomination Mr. Shanahan brings deep operational experience and industry knowledge to the Board developed during his significant senior leadership career in aerospace and defense. His extensive industry and commercial operations knowledge, risk management, public policy, cybersecurity and artificial intelligence expertise, in addition to his valuable perspective on customer priorities and global security issues, enhance Board oversight of strategic priorities and shareholder value-creation initiatives. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | | | Senior Leadership Experience | | Innovation, Technology and Cyber Expertise | | International Business Experience | | Public Company Experience | | Government and Military Expertise |
Nominees for Election to the Board of Directors
| 26 | 2026 PROXY STATEMENT |
Nominees for Election to the Board of Directors
| Robert S. Shapard | | | | Independent Chair | | | Chair and Former CEO of Oncor | | | | | | Age: 70 Director Since: 2013 Committees: Audit & Finance; Corporate Governance & Ethics (Chair) | | Current Public Company Boards: NACCO Industries, Inc. | | | Key Expertise As a former CEO of a major utility company and senior executive in numerous energy companies, Mr. Shapard demonstrated a strong track record of successfully deploying large-scale systems, cybersecurity protocols and advanced sustainable technologies, which enable him to effectively oversee Leidos’ technological offerings, operations and strategic leadership in sustainable solutions for clients. His decades of leadership in the highly regulated energy and utility industries also provided him with a deep understanding of federal and state regulatory environments, procurement and compliance requirements, and strategic partnerships with government entities and public policy. Mr. Shapard also has deep expertise in corporate finance, financial risk management, capital markets, investments and capital allocation strategies from his executive financial leadership roles, including his service as CFO of several public companies. He brings experience in managing corporate M&A, having overseen Oncor Electric Delivery Company’s 2018 majority-stake sale to Sempra Energy and Ultramar Diamond Shamrock’s restructuring and other strategic initiatives that supported its merger with Valero Energy, creating one of the largest oil refiners in the country at that time. | | Professional Highlights Oncor Electric Delivery Company LLC, a transmission and distribution electric company based in Texas uCEO uStrategic Advisor Tenet Healthcare Corporation, one of the largest for-profit hospital groups in the U.S. uCFO Exelon, the largest regulated electric utility in the U.S. uEVP, CFO Ultramar Diamond Shamrock (acquired by Valero Energy), a North American independent refiner, retailer of refined products and convenience store operator uEVP, CFO TXU Australia (subsidiary of former TXU Corp.), an electricity and gas distributor uCEO and Managing Director | | | | Reasons for Nomination Mr. Shapard brings significant expertise in advanced innovative technologies, sustainable energy solutions and corporate transformation efforts, which contribute to the Board’s oversight of business development and growth initiatives. His prior senior leadership experience in corporate finance and risk management qualifies him as an “audit committee financial expert,” as defined by SEC rules, enabling him to provide independent oversight of Leidos’ financial strategy and reporting. | | | | |
Nominees for Election to the Board of Directors
| Select Skills and Experience | | | | | | | | | | Senior Leadership Experience | | Financial Expertise | | Public Company Experience | | Risk Management Experience |
Nominees for Election to the Board of Directors
| LEIDOS | 27 |
Director Compensation
Director Compensation We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve as directors. In determining director compensation, we consider the significant amount of time required of our directors in fulfilling their duties, as well as the skill and expertise of our directors. Frederic W. Cook & Co. (FW Cook) provides competitive compensation data and director compensation program recommendations to the Human Resources & Compensation Committee for review to assist in determining its recommendation. The competitive compensation data includes information regarding the compensation (cash, equity and other benefits) of the non-employee directors within our compensation peer group that is further described in “Comparable Market Compensation“ on page 60. The Human Resources & Compensation Committee considers this information and recommends to the Board the form and amount of compensation to be provided. The director compensation described below represents the total compensation received by our directors for their service as directors for both Leidos Holdings, Inc. and Leidos, Inc. Annual retainer amounts are prorated based on time served on the Board or in a committee chair role during the year. We also reimburse our directors for expenses incurred while attending meetings or otherwise performing services as a director. We do not pay separate meeting fees. Our employee director does not receive additional compensation for service as a director. The following is a summary of our annual compensation program for our non-employee directors, as paid for service in 2025:
Director Compensation
| | ADDITIONAL CASH RETAINERS | | | | INDEPENDENT CHAIR $200,000 | COMMITTEE CHAIR FEES Audit & Finance $25,000 Human Resources & Compensation $20,000 Corporate Governance & Ethics $17,500 Technology & Information Security $15,000 |
Director Compensation
(1)Vesting on the earlier of one year from the date of grant or on the date of the next annual meeting of stockholders following the date of grant (2)If a non-employee director retires due to our mandatory retirement policy, equity awards continue to vest as scheduled and options remain exercisable for the remainder of the original full option term (3)$135,000 in restricted stock units and $50,000 in stock options In October 2025, FW Cook proposed to the Human Resources & Compensation Committee that, for the 2026 director compensation program, (i) each of the equity and cash retainers paid to each of our directors be increased by $5,000, and (ii) cash retainer for service as chair of the Corporate Governance & Ethics Committee be increased by $2,500. These recommendations were made with the aim of aligning director compensation more closely with the market median. The Human Resources & Compensation Committee approved these recommendations, which were subsequently approved by the Board. For fiscal 2026, Mr. Shapard decided to voluntarily forgo the entirety of the Corporate Governance & Ethics Committee chair retainer.
Stock Ownership Guidelines and Policies
| Name(1) | Fees earned or paid in cash ($)(2) | Stock awards ($)(3) | Option awards ($)(4) | Total ($) | | Gregory R. Dahlberg | 145,000 | 135,062 | 50,017 | 330,079 | | David G. Fubini | 150,000 | 135,062 | 50,017 | 335,079 | | Noel B. Geer | 131,056 | 135,062 | 50,017 | 316,135 | | Tina W. Jonas | 146,621 | 213,345 | 80,124 | 440,090 | | Robert C Kovarik, Jr. | 53,364 | — | — | 53,364 | | Harry M. J. Kraemer, Jr. | — | 135,062 | 50,017 | 185,079 | | Gary S. May | 130,000 | 135,062 | 50,017 | 315,079 | | Surya N. Mohapatra | 43,929 | — | — | 43,929 | | Nancy A. Norton | 130,000 | 135,062 | 50,017 | 315,079 | | Patrick M. Shanahan | 130,000 | 135,062 | 50,017 | 315,079 | | Robert S. Shapard | 348,458 | 135,062 | 50,017 | 533,537 | | Susan M. Stalnecker | 43,929 | — | — | 43,929 |
PERFORMANCE-BASED PAYOUT DETERMINATIONS
PERFORMANCE-BASED PAYOUT DETERMINATIONS The Committee established the performance targets for our annual cash incentive programs and the long-term incentive programs. At the beginning of the fiscal year, the Committee set goals for revenue, operating cash flow, and adjusted EBITDA margin. In 2023, the Committee established long-term performance goals for the performance share program measuring the three-year performance period covering fiscal years 2023 through 2025. The vesting and payout for these performance shares were contingent on the achievement of a relative total shareholder return metric (weighted 50%) and a revenue goal (weighted 50%), with all metrics measuring cumulative results over the three-year performance period. 2025 SHORT-TERM INCENTIVE PLAN FINANCIAL PERFORMANCE VS TARGETS
PERFORMANCE-BASED PAYOUT DETERMINATIONS
| | | Threshold | Target | Maximum | | Adjusted EBITDA Margin | | | | | | Operating Cash Flow | | | | | | Revenue | | | | |
PERFORMANCE-BASED PAYOUT DETERMINATIONS
PERFORMANCE SHARE PROGRAM (PSP) VS TARGETS
PERFORMANCE-BASED PAYOUT DETERMINATIONS
| | | Threshold | Target | Maximum | Achievement Level | | Revenue | | | | | | | Relative Total Shareholder Return | | | | | |
EXECUTIVE COMPENSATION PHILOSOPHY
| LIMITED FIXED COMPENSATION | PREDOMINANTLY EQUITY-BASED PAY | FOCUS ON PRE-ESTABLISHED FINANCIAL PERFORMANCE GOALS AND STOCK PRICE APPRECIATION | | Base salary is the only component of “fixed” compensation for our named executive officers and represents a significantly smaller portion of executive pay than “variable” compensation—representing a range between 11% for our Chief Executive Officer and 24% for the highest non-CEO NEO. | The majority of executive pay takes the form of long-term equity incentives—a mix of performance shares, PRSUs, and stock options—ranging from 52% to 73% of target total direct compensation. This reflects our belief that equity should comprise the largest component of executive pay. | 100% of the annual cash incentive target opportunity is based on pre-established, quantifiable goals, with the potential adjustment based upon the Modifier. 80% of the target opportunity for long-term incentives are tied to pre-established goals: 50% in the form of three-year performance share program awards and 30% in the form of PRSUs. The remaining 20% of the target opportunity for long-term incentives is in the form of stock options, which will not yield value unless the stock price increases from the stock price on the grant date. |
PAY AT A GLANCE
| Pay Element | | | CEO | Other NEOs | Description and Purpose | Time Period | Metrics | | | | | | | uFixed cash compensation recognizing individual performance, time in role, scope of responsibility, leadership skills, and experience. uReviewed annually and adjusted when appropriate. | Current pay | Pay aligned to experience and job scope, generally targeted to median of applicable market data. | | | | | | | uVariable cash compensation based on performance against annually established targets. | One-year performance period | Financial uAdjusted EBITDA Margin (%) (40%) uOperating Cash Flow (30%) uRevenue (30%) | | | | | | | uDesigned to reward executives for annual performance on key operational and financial measures. | | Modifier uA Modifier of 80% to 120% applied based on how the leaders achieved personal goals, lead their teams, and conduct business. The evaluation of these behaviors and actions will be conducted within the context of the Company’s six core values: integrity, inclusion, innovation, agility, collaboration, and commitment. | | | | | | | Distributed in shares of our common stock and designed to encourage and reward longer-term growth, profitability and stock price appreciation by tying share payouts to the achievement of key financial goals. | Three-year performance period | uRelative Total Shareholder Return (50%) uCumulative Adjusted EBITDA (50%) | | | | | | | Distributed in shares of our common stock and designed to drive sustainable performance that delivers long-term value to stockholders while directly aligning interests of executives and stockholders; enhances executive retention. | Three-year ratable annual vesting subject to the achievement of a performance hurdle | Adjusted earnings per share hurdle must be met with respect to the first year following the date of grant for units to be eligible for vesting. | | | | | | | Rewards longer-term stock price appreciation. | Three-year ratable annual vesting with a seven-year term | Stock price appreciation (100%) |
2026 COMPENSATION PROGRAM
| 2026 Program | What is Changing | Why? | | Removal of RSU Performance Hurdle | uEliminating adjusted EPS performance hurdle previously required for PRSU awards. uRSUs will continue to vest ratably over three years. | uAlign RSU program with prevailing peer practice. u50% PSP allocation maintains robust performance linkage. | | Elimination of Stock Options and Rebalancing of LTI mix | uEliminating stock options from LTI program. uRebalancing mix to 50% PSPs and 50% RSUs (from 50% PSPs, 30% PRSUs and 20% options). | uAligns with peer group practices where stock options are increasingly less common. uSimplifies award structure. uEnhances retention value. | | Enhancement of the Modifier | uAdding operational performance criteria to Modifier framework. uIncorporating on-time delivery and production efficiency metrics. uRetaining personal goals and core values assessment. | uReflects commitment to customer mission success. uSupports investments and operating improvements. uStrengthens alignment between pay and operational performance. |
HOW WE DETERMINE TOTAL DIRECT COMPENSATION
| SET PRIORITIES | | | ESTABLISH AND APPROVE | | | uThe Committee sets annual performance priorities, including both financial and nonfinancial performance metrics for the Company and its businesses. | | | uThe Committee establishes target incentive ranges which are informed by Company performance, peer group performance, historical pay information, market practices and trends, the market for talent, stockholder and other stakeholder feedback, and other relevant points of information to assess the program, executive compensation levels, and pay design. | | | | | | | | | ASSESS PERFORMANCE | | | DETERMINE COMPENSATION | | | uThe Committee assesses Company and individual performance at year-end, including progress in achieving our strategic objectives and annual performance priorities. | | | uThe Committee determines executive compensation after year-end based on its performance assessment and discussion with the Board. uThe Committee determines compensation elements that support the Company's key compensation objectives. | |
ROLES AND RESPONSIBILITIES
| ROLE OF INDEPENDENT CONSULTANT | | | The Committee has retained FW Cook as its independent compensation consultant to assist the Committee in evaluating executive compensation programs and in setting executive officer compensation. FW Cook serves the Committee in an advisory role only and does not decide or approve any compensation actions. The consultant reports directly to the Committee and does not perform any services for management. The consultant’s duties include the following: | | | uReviewing our total compensation philosophy, compensation peer group, and target competitive positioning for reasonableness and appropriateness; uReviewing our overall executive compensation program and advising the Committee on evolving best practices; | uProviding independent analyses and recommendations to the Committee on executive officers’ compensation and new programs that management submits to the Committee for approval; and uReviewing the Compensation Discussion and Analysis for our Proxy Statement. | | The consultant interacts directly with members of management only on matters under the Committee’s oversight and with the knowledge and permission of the Committee. The Committee has assessed the independence of FW Cook pursuant to applicable SEC and NYSE listing rules and concluded that the firm’s work for the Committee does not raise any conflict of interest. | | | ROLE OF HUMAN RESOURCES & COMPENSATION COMMITTEE | | | The role of the Committee is to have direct responsibility relating to the following: | | | uExecutive compensation; uEvaluation and approval of compensation plans, policies and programs, including incentive compensation and equity-based plans for employees and officers; uPreparation of reports on executive compensation for inclusion in the Company’s proxy statement or Annual Report on Form 10-K; | uReviewing and making recommendations to the Board of Directors regarding director compensation; and uEnsuring that the Company’s human resources policies and practices are consistent with the Company’s values and long-term objectives. | | ROLE OF MANAGEMENT | | | The CEO presents the Committee with performance assessments and compensation recommendations for each NEO, other than himself. The Committee reviews these recommendations with FW Cook to assess whether they were reasonable compared with the market for executive talent and meets in executive session to discuss the performance of the CEO and the other NEOs and to determine their compensation. In addition, the Committee and Board review proposed NEO incentive compensation with the CEO, and the Committee reviews CEO compensation with the Board (other than the CEO). | |
How We Determine Total Direct Compensation
| Establishing Criteria | In determining the amounts of total direct compensation (base salary, annual and long-term incentives) to be awarded to our NEOs, we considered the: uCompany’s overall performance; uPerformance of operating units under the NEO’s management; uIndividual performance as measured against performance goals and criteria; and uCompetitive market data for our compensation peer group as well as third-party survey data for the general industry and the technology industry. | | Review of Criteria | Company and Sector Operational Performance Our overall enterprise performance (or a combination of Company enterprise and business sector performance for NEOs with operational responsibilities) determines the payout for 100% of the target amount of any annual cash incentive awards and for 100% of any PSUs and PRSUs. Payout amounts are principally determined based upon the Company’s or group’s achievement of financial and operating objectives set at the beginning of the fiscal year, but the Committee retains the discretion to reduce the payouts when appropriate. The maximum score for performance on any of the financial metrics for the cash incentive awards and the performance share program awards is 200%. The earnings per share metric for the PRSUs is a hurdle that, when met, results only in continued time-vesting of the PRSUs; results for this metric do not result in an adjustment to the amount of the PRSUs. Individual Performance In determining base salaries, the Committee reviews a performance assessment for each of our NEOs, as well as compensation recommendations provided by the Chief Executive Officer for the other NEOs. The Committee also considers market data and information provided by FW Cook. Personal performance goals and leadership behaviors relate to ethics and integrity, maintaining a top-tier workplace environment, collaboration, achieving customer satisfaction and retention, business development in strategic areas, and other financial and operating goals as appropriate. The Modifier of +/- 20% may be applied to our short-term cash incentive plan based on personal goals and how the employees lead their teams and conduct business. |
How We Determine Total Direct Compensation
| Review of Criteria | Assessing Chief Executive Officer Performance In determining compensation for our Chief Executive Officer, the Committee meets in executive session and evaluates his performance based on his achievement of performance objectives that were established and agreed upon at the beginning of the fiscal year. Input is received from the independent directors. The Committee also considers the Chief Executive Officer’s general leadership contributions towards the Company’s performance, including financial and operating results, development and achievement of strategic objectives and progress in building capability among the senior management team. The Committee also considers market data and information provided by FW Cook. The Committee determines the Chief Executive Officer’s compensation and then reviews his evaluation and compensation with the Board’s independent directors. The Independent Chair and the Chair of the Committee then present the Committee’s evaluation and compensation determination to the Chief Executive Officer. At the beginning of each fiscal year, the Committee reviews and approves: uThe amount of base salary and target incentive opportunities to be provided for the upcoming year; uThe payout range for the annual cash incentive awards that may be earned for the year and the performance goals and criteria upon which the amounts of the awards will be determined; uThe payout range for PSUs that may be earned for the performance period beginning in that fiscal year and the performance goals and criteria upon which the amounts of the PSUs and PRSU awards for the relevant performance period will be determined; and uThe mix and amount of long-term incentive awards (including PSUs, PRSUs and stock options) to be granted to our NEOs. | | Approval of Awards | The Committee reviews and approves the amount of direct compensation to be provided to our NEOs for each fiscal year. NEOs do not propose their own compensation. In approving payout ranges for our incentive programs, we determine the levels of performance that must be achieved in order to receive a threshold, target and maximum payout amount for each goal. Upon completion of each fiscal year, the Committee approves the payment, if any, of cash incentive awards and the number of performance shares, if any, that are earned based upon the achievement of the predetermined performance goals and criteria for the performance cycles just completed. |
Our Fiscal 2025 Compensation Peer Group
Our Fiscal 2025 Compensation Peer Group
Our Fiscal 2025 Compensation Peer Group
| The Committee compares the amount of direct compensation that we provide to our NEOs to that provided by companies with whom we compete for executive talent in similar roles and with similar responsibilities. To assist with this effort, FW Cook conducts an annual review and benchmarking analysis of each element of target total direct compensation (including salary, cash and equity incentives) provided to our executive officers. In July 2024, FW Cook compared the target compensation provided to members of senior management against that provided by other publicly traded engineering, information technology, consulting and defense companies, which we refer to as our “compensation peer group,” as well as third-party survey data for the general industry and the technology industry. Compensation peer group companies are chosen for having a similar industry focus as ours and for competing with us for talent, as well as for business and stockholder investment. Furthermore, the compensation peer group is initially structured so that no company within the group has annual revenues smaller than 40% or greater than 250% of our annual revenue and a market capitalization within a reasonable range. The Committee periodically reviews and updates the compensation peer group to ensure that the companies in our compensation peer group are strong business and talent competitors and are comparable in size. In July 2024, the Committee consulted with FW Cook and reviewed the compensation peer group to be used for setting fiscal 2025 target compensation. At the time the compensation peer group for fiscal 2025 was approved, the Company was at the 65th percentile for revenue and the 69th percentile for market capitalization as compared to the compensation peer group. The Company’s peer group remained consistent with no alterations from the previous fiscal year. |
Our Fiscal 2025 Compensation Peer Group
LEIDOS POSITIONING RELATIVE TO ITS PEER GROUP(1)
Our Fiscal 2025 Compensation Peer Group
| Total Revenue | | | Market Capitalization | |
Our Fiscal 2025 Compensation Peer Group
(1)Total Revenue reflected as most recently reported four quarters for the peer group and market capitalization as of June 15, 2024. Compensation Peer Group for 2025 Program
Our Fiscal 2025 Compensation Peer Group
| 1.AECOM (ACM) 2.Booz Allen Hamilton (BAH) 3.CACI International (CACI) 4.CGI (GIB) 5.Cognizant Technology Solutions (CTSH) | 6.Fluor Corporation (FLR) 7.Huntington Ingalls Industries (HII) 8.Jacobs Solutions (J) 9.KBR (KBR) 10.Kyndryl (KD) | 11.L3Harris Technologies (LHX) 12.Northrop Grumman (NOC) 13.SAIC (SAIC) 14.Textron (TXT) |
Our Fiscal 2025 Compensation Peer Group
The Committee considers market data and analysis when evaluating appropriate levels of target total direct compensation. To be competitive in the market for our executive-level talent, we generally: uTarget overall compensation for our NEOs to be at the market median, although the actual cash paid and equity incentive awards earned will vary based on actual financial and individual performance and may therefore generate compensation that is higher or lower than the market median; and uAward higher levels of compensation, when appropriate, in recognition of the importance or uniqueness of the role of an executive officer or to address retention concerns.
Our Fiscal 2025 Compensation Peer Group
| 60 | 2026 PROXY STATEMENT |
ASSESSMENT OF RISKS IN OUR COMPENSATION PROGRAMS
ASSESSMENT OF RISKS IN OUR COMPENSATION PROGRAMS During fiscal 2025, management undertook a risk assessment of our compensation programs, which FW Cook reviewed. In conducting the assessment, we reviewed our pay practices and incentive programs to identify any potential risks inherent in our compensation programs. We also reviewed the risks facing the Company and evaluated whether our compensation practices and programs could be expected to increase or help mitigate these risks. The finding of the assessment, with which the Committee concurred, was that our compensation programs are effectively designed to help mitigate excessive risk-taking that could harm our value or inadvertently reward poor judgment by our executives or other employees. The factors considered in reaching this conclusion include: uShort-term incentive measures that are balanced among different financial measures, with targets that are intended to be achievable upon realistic levels of performance; uSignificant weighting toward long-term incentive compensation that promotes long-term decision-making and discourages short-term risk-taking; uMaximum payouts that are capped at levels that do not reward excessive risk-taking; uGoals that are based on Company and sector performance measures, which mitigate excessive risk-taking within any particular business unit; uLeadership behaviors, such as ethics and integrity, that are specifically addressed in our short-term incentive programs; uOur compensation recoupment policy that allows us to recover compensation based on financial results that are subsequently restated, if fraud or intentional misconduct or failure to manage or monitor conduct or risk, as determined by the Committee, is involved; and uOur stock ownership guidelines that encourage a long-term perspective.
BASE SALARY
BASE SALARY The Committee reviews executive officers’ base salaries annually or at the time of promotion or a substantial change in responsibilities based on the criteria described above. For fiscal 2025, the Committee considered FW Cook’s analysis of salary levels for comparable positions in the compensation peer group based on proxy and survey data. Individual base salary amounts also reflect the Committee’s judgment with respect to each executive officer’s level of responsibility, individual performance, experience and other factors, including internal equity considerations, the individual’s historical compensation and any retention concerns. At the beginning of 2025, the Committee approved increases in the base salaries for our named executive officers in order to bring them closer to the market median of our compensation peer group.
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025 Payout under the fiscal 2025 annual cash program is based on financial results against our metrics, which may be adjusted by the Modifier. The financial metrics are further weighted as follows: Adjusted EBITDA Margin (%) (40%), Operating Cash Flow (30%) and Revenue (30%). The +/- 20% Modifier can be applied to the annual cash incentives which is assessed based on personal goals, how an employee leads their teams and conducts business.
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| Enterprise Functions | | | | | | Enterprise Financial Results Payout (100%) | +/- | Modifier (20%) | = | Annual Cash Incentive Award |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| Sector Presidents | | | | | | | | Enterprise Financial Results Payout (25%) | + | Sector Financial Results Payout (75%) | +/- | Modifier (20%) | = | Annual Cash Incentive Award |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| 62 | 2026 PROXY STATEMENT |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| Performance Measures and Weightings. Our annual cash incentive plan for fiscal 2025 was designed to incentivize and reward both Company financial performance and individual contributions to enterprise goals. The intended purpose and relative weightings of the performance goals are shown below: | Adjusted EBITDA Margin (%) means the ratio of adjusted EBITDA to revenue, where adjusted EBITDA (%) equals adjusted EBITDA dollars divided by revenue dollars. Adjusted EBITDA takes GAAP EBITDA and adds back costs considered non-GAAP, such as expenses related to goodwill impairments, asset impairments, amortization of acquired intangibles, and acquisition, integration, and restructuring costs. Operating Cash Flow measures the amount of cash generated by a company’s normal business operations. It indicates whether a company can generate sufficient positive cash flow to maintain and grow its operations. Operating cash flow equals net income, plus or minus noncash adjustments, plus or minus changes in working capital. Revenue measures recognized sales as defined by U.S. GAAP and disclosed in Leidos’ Statement of Operations. If we fail to achieve at least 70% of our adjusted EBITDA Margin (%) goal, there is no payout to executives. |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
Financial Performance Targets. We place significant weight on our financial results when determining compensation because they offer an objective measure of our success. Financial goals compose 100% of the target opportunity under our annual cash incentive program, reflecting their paramount importance. If performance in revenue and adjusted EBITDA margin (%) falls below 92% of the target and operating cash flow is less than 80% of the target, no bonus will be awarded for that metric. Conversely, achieving 108% or more of the target for revenue and adjusted EBITDA margin (%) unlocks the maximum payout of 200% of the target. For operating cash flow, reaching or exceeding 120% of the target also results in the maximum payout of 200%. The Committee generally aims to set financial performance goals that improve upon the prior year's results, highlighting our commitment to continuous advancement. For the 2025 program, revenue and operating cash flow targets represent an approximate 4% increase compared to the prior fiscal year results. The adjusted EBITDA margin (%) target for fiscal 2025 remained at 12.9%, consistent with fiscal 2024 actual results. In setting this target, the Committee considered the Company's competitive margin profile relative to its peer group, as well as anticipated increases in investment spending in 2025 to support long-term growth. This approach aligns with our long-term financial strategy to promote sustainable growth that supports our broader objectives. During fiscal 2025, the Committee approved restated financial performance targets to reflect our acquisition of Kudu Dynamics, resulting in updated targets of $17,360 million for revenue and $1,456 million for operating cash flow. When certifying fiscal 2025 results, the Committee adjusted operating cash flow from $1,750 million to $1,600 million to exclude a $150 million tax benefit attributable to the One Big Beautiful Bill Act (OBBBA), ensuring that compensation outcomes reflected underlying operational performance. We believe that prioritizing long-term stability and aligning our compensation incentives with these goals will foster enduring success for the Company.
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| ($ in millions) (except Adjusted EBITDA margin (%)) | 2024 Results | | 2025 Target | | % Change | | Revenue | | 16,662 | | 17,360 | 4% | | Adjusted EBITDA Margin (%) | | 12.9% | | 12.9% | —% | | Operating Cash Flow(1) | | $1,392 | | $1,456(1) | 4% |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
(1)The 2024 Results for operating cash flow shown above reflect the recast of the Company's consolidated statement of cash flows for the fiscal year ended January 3, 2025, to give effect to the Company's change in accounting policy for cash and cash equivalents described in "Note 3 — Summary of Significant Accounting Policies" in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2026. Operating cash flow for the fiscal year ended January 3, 2025, as originally reported prior to the recast, was $1,392 million. The fiscal 2025 operating cash flow target and the related payout determinations were established and certified by the Human Capital Committee based on operating cash flow as originally reported. Award Payout Ranges. Target bonuses range from 100% to 150% of salary for our named executive officers. Potential for the operating cash flow goal ranged from 50% at threshold performance (paid only when at least 80% of the objective is achieved) to 200% at maximum performance (paid when 120% or more of the objective is achieved) and potential for revenue and adjusted EBITDA % goal ranged from 50% (paid only when at least 92% of the objective is achieved) and 200% at maximum performance (paid when 108% or more of the objective is achieved), with the payout for performance between these levels using interpolation between the data points. In addition, failure to achieve threshold performance of at least 70% of our annual adjusted EBITDA margin (%) goal for the fiscal year would result in no payout for the financial goals portion of the annual cash incentive. A +/- 20% Modifier is assessed based on how the leaders achieved personal goals and on behaviors observed, and measures the employee based on how they lead their teams, business, work and themselves.
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
| LEIDOS | 63 |
Annual Incentive Payout Determination for Fiscal 2025
Annual Incentive Payout Determination for Fiscal 2025 Financial Achievement Levels. The Committee established the performance targets for our annual cash incentive program at the beginning of the fiscal year. For our named executive officers, the targeted enterprise financial performance and actual performance for fiscal 2025 were:
Annual Incentive Payout Determination for Fiscal 2025
| Performance Measures | Weightings | Threshold | Target | Maximum | Award Level | | Revenue (30%) | | | | | | | Operating Cash Flow (30%) | | | | | | | Adjusted EBITDA Margin (%) (40%) | | | | | | | Weighted Financial Performance Award Level | | | | | |
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
ANNUAL CASH INCENTIVE AWARDS FOR FISCAL 2025
Total Executive Payouts
Total Executive Payouts The table below summarizes the target annual cash incentive amounts established for each named executive officer by the Committee at the beginning of the year, along with their actual payout amounts determined at year-end. Because we surpassed the adjusted EBITDA margin (%) goal threshold required to fund the annual incentive plan, the Committee approved the payout of the awards. Actual payout amounts for fiscal 2025 ranged from 136.7% to 153.2% of target. Information on all of the annual cash incentive payouts for fiscal 2025 is provided below:
Total Executive Payouts
| | Target ($) | | Financial Score Payout ($) | | Modifier ($)(2) | | Total Payout ($) | | | Thomas A. Bell | | 2,055,000 | | 3,148,260 | | — | | 3,148,260 | | Christopher R. Cage | | 810,000 | | 1,241,163 | | — | | 1,241,163 | | Cynthia A. Gruensfelder (1) | | 630,000 | | 860,895 | | — | | 860,895 | | Daniel J. Antal | | 625,000 | | 957,688 | | — | | 957,688 | | Leslie K. Fautsch | | 620,000 | | 950,026 | | — | | 950,026 |
Total Executive Payouts
(1)The financial score for Ms. Gruensfelder was determined to be 136.7%, based on a weighting of 75% applied to the Defense Sector Financial Score of 131.1% and 25% applied to the Enterprise Financial Score of 153.2%. (2)The Committee did not apply the Modifier to any named executive officer for fiscal 2025.
Total Executive Payouts
| LEIDOS | 67 |
LONG-TERM INCENTIVE AWARD GRANTS IN 2025
LONG-TERM INCENTIVE AWARD GRANTS IN 2025 Long-term incentive awards are granted to motivate future performance, to create long-term alignment with stockholders, and for retention purposes. For fiscal 2025, each named executive officer received a mix of long-term incentive awards composed of PSUs (50%), PRSUs (30%) and stock options (20%). The grant date fair value of each award was determined based on market data and consideration of each executive officer’s level of experience, position and responsibilities. We do not generally consider an executive officer’s current stock holdings or outstanding awards in making annual grants. Performance Restricted Stock Units. PRSUs comprise 30% of the targeted total value of long-term incentive awards granted to our named executive officers. We changed the vesting schedule starting in 2024 to three-year ratable vesting to better align the long-term incentive program with market practices. Shares are forfeited if we fail to achieve a pre-established performance goal for the first year. The performance goal for fiscal 2025 was adjusted earnings per share of at least $5.35. The Committee determined that this goal was met and therefore the PRSUs granted in fiscal 2025 will be eligible to vest over three years (with such time-vesting to have begun on the date that the PRSU was granted). Performance Share Unit Awards. For all of our named executive officers, 50% of the targeted total value of long-term incentive awards granted was in the form of three-year PSUs. Shares are issued under those awards at the end of the three-year performance period (from fiscal 2025 through fiscal 2027 for awards granted in fiscal 2025) only to the extent that the Company achieves two specific three-year financial performance goals: u50% of the award is tied to the achievement of relative total stockholder return goals, a measurement of growth in stockholder value; and u50% of the award is tied to achievement of adjusted EBITDA ($) goals. Performance for each of these goals is measured on a cumulative basis over the total performance period rather than annually for each year of the performance period. PSUs strengthen the alignment between the compensation of our named executive officers and the Company’s performance by linking the ultimate payout to pre-established absolute and relative performance goals. Stock Options. The final 20% of targeted total long-term incentive award value granted to our named executive officers is in stock options. Stock options are an effective means of linking rewards to the creation of stockholder value over a longer term. We believe that stock options motivate our executives to build stockholder value because they may realize value only if our stock appreciates during the option term. The vesting schedule for options is three-year ratable vesting, and options continue to expire on the seventh anniversary of the grant date.
LONG-TERM INCENTIVE AWARD GRANTS IN 2025
| 68 | 2026 PROXY STATEMENT |
LONG-TERM INCENTIVE AWARD GRANTS IN 2025
Total 2025 Equity Grant Values. The following table sets forth the target value and corresponding number of shares for the long-term incentive awards granted to our named executive officers in 2025. Mr. Bell’s long-term incentive award reflects individual and corporate performance in 2025, and is positioned closer to the median of the market. Details about these grants can be found in the “Grants of Plan-Based Awards” table in the “Executive Compensation” section of this proxy statement.
LONG-TERM INCENTIVE AWARD GRANTS IN 2025
| | Performance Shares | | Performance RSUs | | Stock Options | | Total 2025 Equity Value ($) | | | | Target Value ($) | Target Shares | Target Value ($) | Units Granted | Target Value ($) | Options Granted | | | | Thomas A. Bell | 4,787,500 | 35,981 | 2,872,500 | 21,589 | 1,915,000 | 55,621 | | 9,575,000 | | Christopher R. Cage (1) | 1,012,500 | 7,610 | 607,500 | 4,566 | 405,000 | 11,763 | | 2,025,000 | | Cynthia A. Gruensfelder (1) | 787,500 | 5,919 | 472,500 | 3,552 | 315,000 | 9,149 | | 1,575,000 | | Daniel J. Antal (1) | 703,125 | 5,285 | 421,875 | 3,171 | 281,250 | 8,169 | | 1,406,250 | | Leslie K. Fautsch (1) | 697,500 | 5,242 | 418,500 | 3,146 | 279,000 | 8,104 | | 1,395,000 |
LONG-TERM INCENTIVE AWARD GRANTS IN 2025
(1)On March 7, 2025, the Company granted retention RSUs with a grant date fair value of $1 million to each of Mr. Cage, Ms. Gruensfelder, Mr. Antal, and Ms. Fautsch. These retention awards were granted based on the recommendation of the Committee’s independent compensation consultant and were designed to strengthen the retention profile of our NEOs and certain other officers of the Company. The award amounts and three-year cliff vesting terms were consistent with the terms recommended by the consultant. These retention awards are excluded from this table as they are subject solely to time-based vesting, with a three-year cliff vesting schedule.
Performance Equity Vesting in 2025
Performance Equity Vesting in 2025 Determination of Performance Shares Earned for the 2023–2025 Performance Period. In February 2023, the Committee established long-term performance goals for the performance share program measuring the three-year performance period covering fiscal years 2023 through 2025. The vesting and payout for these performance shares were contingent on the achievement of a relative total shareholder return metric (weighted 50%) and a revenue goal (weighted 50%), with all metrics measuring cumulative results over the three-year performance period. At its February 2026 meeting, the Committee approved a payout score of 154.76% for the 2023 through 2025 performance period. The tables below show the relative total shareholder return and revenue goals at target, and the actual results for the three-year performance period:
Performance Equity Vesting in 2025
| | | Performance | | | | | Metric | Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 150% Payout | Achievement Level | | Achievement of Revenue Goals(1) | | | | | 109.5% | | Total Stockholder Return (TSR) Relative to Compensation Peer Group Median(2) | | | | | 200% |
Performance Equity Vesting in 2025
| Revenue Goals 50% X 109.5% = 54.76% | + | R-TSR 50% X 200% = 100% | = | Final Payout 154.76% of target shares |
Performance Equity Vesting in 2025
(2)Our relative TSR score reflects the aggregate change in the 20-day average closing price of our stock compared to the median of our performance share peer group, as measured at the beginning and end of the three-year performance period, taking into account the value returned to stockholders in the form of dividends, assumed to be reinvested on the distribution date on a pre-tax basis. Our total stockholder return during the three-year period from 2023 to 2025 was 94.09%, compared to 27.7% for the median of our compensation peer group, resulting in a payout factor of 200%. Our performance share peer group includes 32 companies primarily in the IT services, aerospace and defense, consulting services and engineering and construction industries.
Overview of Outstanding Performance-Based Equity Awards
Overview of Outstanding Performance-Based Equity Awards
Overview of Outstanding Performance-Based Equity Awards
| | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | Fiscal 2027 | Fiscal 2028 | Revenue (2023)/ Cumulative Adj EBITDA (2024-2025 only) | Relative Total Shareholder Return (rTSR) | Earned PSPs(1) | | Fiscal 2023 Performance RSUs | Adjusted EPS goal of $3.32 achieved | | | | | | | | | | Fiscal 2023 Performance Shares | | | | | | | | | | | | | | | | | | Determined in 2026 | | | | Fiscal 2024 Performance RSUs | | Adjusted EPS goal of $3.81 achieved | | | | | | | | | Fiscal 2024 Performance Shares | | | | | | | | | | | | | | | | | | Determined in 2027 | | | | Fiscal 2025 Performance RSUs | | | Adjusted EPS goal of $5.35 achieved | | | | | | | | Fiscal 2025 Performance Shares | | | | | | | | | | | | | | | | | | Determined in 2028 | | |
Overview of Outstanding Performance-Based Equity Awards
(1)PSPs granted in 2023 are earned between 0% and 200% (50% for Revenue and 50% for rTSR). PSPs granted in 2024 are earned between 0% and 200% (50% for Cumulative Adjusted EBITDA $ and 50% for rTSR), PSPs granted in 2025 are earned between 0% and 200% (50% for Cumulative Adjusted EBITDA $ and 50% for rTSR.
Post-Employment Benefits
Post-Employment Benefits We do not maintain a defined benefit or other supplemental retirement plan that would entitle our executive officers to receive Company-funded payments if they leave the Company. Upon certain terminations of employment, including death, disability, retirement or a in connection with a change in control, our named executive officers may be eligible for continued vesting of equity awards on the normal schedule or accelerated vesting in full or on a pro-rata basis, depending on the nature of the event and the type of award. The purpose of these provisions is to recognize the named executive officer’s service through the specified event, and, in the case of acceleration, the named executive officer’s loss of an opportunity to continue serving the Company through the vesting period. Because these termination provisions are contained in our standard award agreements for all recipients and relate to previously granted or earned awards, we do not consider these potential termination benefits as a separate item in compensation decisions for our named executive officers. Our long-term incentive plans do not provide for additional benefits or tax gross-ups. For more information about potential post-employment benefits, see “Executive Compensation—Potential Payments upon Termination or a Change in Control.”
Potential Change in Control and Severance Benefits
Potential Change in Control and Severance Benefits We have adopted a severance plan that would provide our named executive officers with payments and benefits if their employment is involuntarily terminated by the Company or is terminated following the acquisition of our Company. These severance benefits are further described in this Proxy Statement under “Executive Compensation—Potential Payments upon Termination or a Change in Control.” We believe that our severance plan provides an important benefit to us by helping alleviate any concern that the executive officers might have when contemplating a potential change in control of our Company and permits them to focus their attention on our business. In addition, we believe that this plan is an important recruiting and retention tool, as many of the companies with which we compete for talent have similar arrangements in place for their senior management. Our named executive officers, other than Mr. Bell, do not have any employment agreements with us. Mr. Bell’s employment agreement provides that if his employment is terminated by us for reasons other than cause or by Mr. Bell for good reason, he would receive an amount equal to one times the sum of his base salary and target bonus. Such payment will be subject to Mr. Bell’s agreement to release us from any claims. However, if such termination is within three months prior to a change in
Potential Change in Control and Severance Benefits
| LEIDOS | 71 |
Potential Change in Control and Severance Benefits
control or within 24 months after a change in control, Mr. Bell would receive an amount equal to a maximum of two and one half times the sum of his base salary and target bonus and payment for certain benefits, depending on whether the termination occurs during that change in control protection period. The Committee approved these severance benefits after considering the potential costs, as an inducement for Mr. Bell to join the Company. We have described the change in control and other termination benefits offered to Mr. Bell and our other named executive officers in the section entitled “Executive Compensation—Potential Payments upon Termination or a Change in Control” in the tables following this CD&A.
EQUITY AWARD GRANT PRACTICES
EQUITY AWARD GRANT PRACTICES The Committee is responsible for the administration of our equity incentive programs pursuant to our 2017 Omnibus Incentive Plan in which our named executive officers participate. The Committee set the equity award fiscal 2025 grant dates for new and existing employees, including executive officers, in October 2024. These grant dates were selected to occur after the dates when we anticipate releasing our annual and quarterly financial results. We generally grant equity incentive awards to our executive officers and all other eligible employees on an annual basis shortly after we announce our financial results for the recently completed fiscal year. In addition to these annual grants, the Committee set three quarterly dates on which any additional equity incentive awards could be made to eligible executive officers or other employees in connection with a new hire, a promotion, for retention or otherwise. Accordingly, we do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. During fiscal 2025, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Committee approves all equity awards made to our directors and executive officers. The exercise price of any option grant is determined by reference to the fair market value of the shares on the grant date, which the 2017 Omnibus Incentive Plan defines as the closing sales price of our common stock on the NYSE on the previous trading day.
POLICY ON INSIDER TRADING, HEDGING AND SHORT-TERM OR SPECULATIVE TRANSACTIONS
POLICY ON INSIDER TRADING, HEDGING AND SHORT-TERM OR SPECULATIVE TRANSACTIONS We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our Company’s securities by directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of our insider trading policy was filed as Exhibit 19 to our annual report on Form 10-K. Our Insider Trading Policy also prohibits certain short-term or speculative transactions in our securities. We believe that these prohibited transactions carry a greater risk of liability for insider trading violations and may create an appearance of impropriety. With respect to our securities, our directors, executive officers and other designated insiders are prohibited from engaging in any short sales or any trading in puts, calls or other derivatives on an exchange or other organized market. They are also prohibited from engaging in hedging or other monetization transactions such as cashless collars, forward contracts, equity swaps or similar transactions involving our securities, and from holding Company securities in a margin account or pledging securities as collateral for a loan. In addition, our directors and executive officers are required to obtain preclearance for all transactions in our securities.
COMPENSATION RECOUPMENT POLICY
COMPENSATION RECOUPMENT POLICY Under our compensation recoupment policy, the Committee may require members of senior management including our NEOs to return incentive compensation if there is a material restatement of the financial results upon which the incentive compensation was originally based. Our recoupment policy applies to all incentive compensation, including both cash and equity. If the Committee determines that recovery is appropriate, the Company will seek repayment of the difference between the incentive compensation paid and the incentive compensation that would have been paid, if any, based on the restated financial results. The policy also provides for recovery of incentive compensation from any employee involved in fraud or intentional misconduct, whether or not it results in a restatement of our financial result, or any employee who fails in their individual responsibility to manage or monitor the applicable conduct or risks within their business unit or reporting line, as determined by the Committee, where such failure results in either a violation of law or of the Company’s policies or procedures that has a negative impact on the Company’s financial position or results of operations or results in serious reputational harm to the Company. In such situations, the Committee would exercise its business judgment to determine what action it believes is appropriate under the circumstances. We may seek to recover the applicable amount of compensation from incentive compensation paid or awarded after the adoption of the policy, from future payments of incentive compensation, cancellation of outstanding equity awards and reduction in or cancellation of future equity awards. In cases of fraud, misconduct or failure in responsibilities, we may also seek recovery from incentive compensation paid or awarded prior to the adoption of the policy. We also adopted additional recoupment provisions in accordance with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, effective on October 26, 2023, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our executive officers on or after October 26, 2023, if Leidos has a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned by our named executive officers for service to us during fiscal 2025 and, if applicable, fiscal 2024 and fiscal 2023:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas A. Bell Chief Executive Officer | 2025 | 1,360,385 | — | 8,257,172 | 1,915,031 | 3,148,260 | 55,537 | 14,736,385 | | | 2024 | 1,306,539 | — | 6,079,909 | 1,340,020 | 3,696,660 | 37,112 | 12,460,240 | | | 2023 | 817,308 | 1,450,000 | 3,468,492 | 900,004 | 2,538,000 | 13,737 | 9,187,541 | | Christopher R. Cage Chief Financial Officer | 2025 | 805,192 | — | 2,746,468 | 405,000 | 1,241,163 | 41,890 | 5,239,713 | | | 2024 | 807,003 | 5,000 | 1,781,048 | 392,513 | 1,465,595 | 43,562 | 4,494,721 | | | 2023 | 697,500 | — | 2,454,747 | 342,524 | 1,012,472 | 35,127 | 4,542,370 | | Cynthia A. Gruensfelder President, Defense Sector | 2025 | 627,115 | — | 2,358,470 | 315,000 | 860,895 | 73,495 | 4,234,975 | | Daniel J. Antal General Counsel | 2025 | 620,192 | — | 2,212,896 | 281,259 | 957,688 | 41,890 | 4,113,925 | | | 2024 | 438,462 | 255,000 | 1,643,023 | 240,033 | 1,120,200 | 40,651 | 3,737,369 | | Leslie K. Fautsch Chief Human Resources Officer | 2025 | 616,154 | — | 2,203,151 | 279,021 | 950,026 | 41,304 | 4,089,656 |
SUMMARY COMPENSATION TABLE
(1)Compensation is provided only for fiscal years for which an individual qualified as a named executive officer in accordance with SEC rules. (2) These columns reflect the grant date fair value of each award granted in the stated fiscal years computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). The awards shown in the “Stock Awards” column in the above table include restricted stock units and performance share awards. Values for all performance share awards are computed based upon the probable outcome of the performance conditions as of the grant date of the award. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2025 performance shares in the “Stock Awards” column would be as follows: Mr. Bell, $13,641,712; Mr. Cage, $2,885,225; Ms. Gruensfelder $2,244,153, Mr. Antal $2,003,701 and Ms. Fautsch $1,987,537. The awards shown in the “Option Awards” column are not subject to performance conditions. (3)For more information regarding our application of FASB ASC Topic 718, including the assumptions used in the calculation of these amounts, please refer to Note 17 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 17, 2026. (4)Amounts shown in this column represent the actual amounts paid to the named executive officers under our cash incentive award programs for the stated fiscal years. The threshold, target and maximum payouts are shown in the “Grants of Plan-Based Awards” table under the column headed “Estimated future payouts under non-equity incentive plan awards.” (5)For fiscal year 2025, this column includes Company contributions under the Leidos Retirement Plan ($21,000 for Mr. Bell, Mr. Cage, Mr. Antal, and Ms. Fautsch; $14,539 for Ms. Gruensfelder), as well as executive financial planning and data privacy protection services provided to all NEOs. NEOs may also receive personal use of unused tickets from the Company's sponsorship agreements and upgraded frequent-flyer status through the Company's preferred airline vendors; neither resulted in incremental cost to the Company during fiscal year 2025. Additional costs to the Company included: relocation expenses ($6,442) and a one-time chartered aircraft expense ($32,260) for Ms. Gruensfelder; an executive driver benefit for Mr. Bell ($18,417); and commemorative recognition gifts to Mr. Cage and Mr. Antal ($4,770 each) and Ms. Gruensfelder and Ms. Fautsch ($4,134 each).
SUMMARY COMPENSATION TABLE
| LEIDOS | 75 |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding the cash and equity incentive awards made to our named executive officers in fiscal 2025 pursuant to our 2017 Omnibus Incentive Plan, including any portion of such awards deferred into our Key Executive Stock Deferral Plan and Keystaff Deferral Plan.
GRANTS OF PLAN-BASED AWARDS
| Name | Award | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Option Awards; Number of Securities Underlying Options(3) (#) | All Other Stock Awards; Number of Shares of Stock or Units(4) (#) | Exercise or Base Price of Option Awards(5) ($/Share) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Bell | Cash | 2/12/2026 | 1,027,500 | 2,055,000 | 4,110,000 | — | — | — | — | — | — | — | | | Options | 3/7/2025 | — | — | — | — | — | — | 55,621 | — | 133.06 | 1,915,031 | | | PRSU | 3/7/2025 | — | — | — | — | 21,589 | — | — | — | — | 2,872,632 | | | PSU | 3/7/2025 | — | — | — | 17,991 | 35,981 | 71,962 | — | — | — | 5,384,540 | | Mr. Cage | Cash | 2/12/2026 | 405,000 | 810,000 | 1,620,000 | — | — | — | — | — | — | — | | | Options | 3/7/2025 | — | — | — | — | — | — | 11,763 | — | 133.06 | 405,000 | | | PRSU | 3/7/2025 | — | — | — | — | 4,566 | — | — | — | — | 607,552 | | | PSU | 3/7/2025 | — | — | — | 3,805 | 7,610 | 15,220 | — | — | — | 1,138,837 | | | RSU | 3/7/2025 | — | — | — | — | — | — | — | 7,516 | — | 1,000,079 | | Ms. Gruensfelder | Cash | 2/12/2026 | 315,000 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | | Options | 3/7/2025 | — | — | — | — | — | — | 9,149 | — | 133.06 | 315,000 | | | PRSU | 3/7/2025 | — | — | — | — | 3,552 | — | — | — | — | 472,629 | | | PSU | 3/7/2025 | — | — | — | 2,960 | 5,919 | 11,838 | — | — | — | 885,762 | | | RSU | 3/7/2025 | — | — | — | — | — | — | — | 7,516 | — | 1,000,079 | | Mr. Antal | Cash | 2/12/2026 | 312,500 | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | | Options | 3/7/2025 | — | — | — | — | — | — | 8,169 | — | 133.06 | 281,259 | | | PRSU | 3/7/2025 | — | — | — | — | 3,171 | — | — | — | — | 421,933 | | | PSU | 3/7/2025 | — | — | — | 2,643 | 5,285 | 10,570 | — | — | — | 790,884 | | | RSU | 3/7/2025 | — | — | — | — | — | — | — | 7,516 | — | 1,000,079 | | Ms. Fautsch | Cash | 2/12/2026 | 310,000 | 620,000 | 1,240,000 | — | — | — | — | — | — | — | | | Options | 3/7/2025 | — | — | — | — | — | — | 8,104 | — | 133.06 | 279,021 | | | PRSU | 3/7/2025 | — | — | — | — | 3,146 | — | — | — | — | 418,607 | | | PSU | 3/7/2025 | — | — | — | 2,621 | 5,242 | 10,484 | — | — | — | 784,465 | | | RSU | 3/7/2025 | — | — | — | — | — | — | — | 7,516 | — | 1,000,079 |
GRANTS OF PLAN-BASED AWARDS
(1)As described in our CD&A, cash incentive awards paid to our named executive officers for performance during fiscal 2025 were based on achievement of pre-established goals. The actual payouts for the fiscal 2025 performance period are provided in the “Summary Compensation Table” in the column headed “Non-Equity Incentive Plan Compensation.” (2)The PRSUs in these columns represent restricted stock units which are subject to a performance goal (which, the Committee determined, was met in fiscal 2025) and the following vesting requirement: 34% of the award vests on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date. The PSUs in these columns represent the threshold, target and maximum number of shares issuable under three-year performance share awards, subject to the Human Resources & Compensation Committee’s discretion to decrease the number of shares that are ultimately issued at the end of the three-year performance period. The grant date fair value of these awards is provided in the “Summary Compensation Table” in the column headed “Stock Awards.” (3)Amounts in this column represent the number of shares of our common stock underlying options issued in fiscal 2025. Options vest 34%, 33% and 33% on the first, second, and third anniversaries of the grant date. (4)Amounts in this column represent a one-time retention grant of restricted stock units to Mr. Cage, Mr. Antal, Ms. Gruensfelder, and Ms. Fautsch, each with a grant date fair value of $1,000,000 and a three-year cliff vesting period. (5)The 2017 Omnibus Incentive Plan defines “fair market value” as the closing sales price of our common stock on the NYSE on the trading day before the grant date, and requires the exercise price of options issued under the plan to be at least equal to the fair market value. (6)Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718. For PRSUs and PSUs, the amount in this column is based on the probable outcome of the performance conditions, excluding the effect of any estimated forfeitures. These amounts do not reflect the value that may actually be realized by the recipient and do not reflect changes in our stock price after the date of grant.
GRANTS OF PLAN-BASED AWARDS
| 76 | 2026 PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding outstanding options, restricted stock units, performance restricted stock units and performance share awards issued pursuant to our 2017 Omnibus Incentive Plan that were held by our named executive officers at the end of fiscal 2025, including awards previously deferred under our Key Executive Stock Deferral Plan.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards(1) | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | | Option Expiration Date | Grant Date | Award | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(3) | | Mr. Bell | 5/5/2023 | 28,867 | 14,216 | | 79.45 | 5/4/2030 | 5/5/2023 | PRSU | 5,608 | 1,028,900 | — | — | | | 3/8/2024 | 13,059 | 25,348 | | 129.79 | 3/7/2031 | 5/5/2023 | PSU | — | — | 28,320 | 5,195,870 | | | 3/7/2025 | — | 55,621 | | 133.06 | 3/6/2032 | 3/8/2024 | PRSU | 10,222 | 1,875,430 | — | — | | | | | | | | | 3/8/2024 | PSU | — | — | 25,811 | 4,735,544 | | | | | | | | | 3/7/2025 | PRSU | — | — | 21,589 | 3,960,934 | | | | | | | | | 3/7/2025 | PSU | — | — | 35,981 | 6,601,434 | | Mr. Cage | 3/8/2019 | 3,333 | — | | 62.43 | 3/7/2026 | 3/4/2022 | PRSU | 964 | 176,865 | — | — | | | 3/6/2020 | 3,173 | — | | 107.57 | 3/5/2027 | 3/3/2023 | PRSU | 1,749 | 320,889 | — | — | | | 3/5/2021 | 3,419 | — | | 89.08 | 3/4/2028 | 3/3/2023 | PSU | — | — | 8,832 | 1,620,407 | | | 8/6/2021 | 7,722 | — | | 94.25 | 8/5/2028 | 8/4/2023 | RSU | 10,163 | 1,864,606 | — | — | | | 3/4/2022 | 8,296 | 2,766 | | 105.08 | 3/3/2029 | 3/8/2024 | PRSU | 2,995 | 549,493 | — | — | | | 3/3/2023 | 8,625 | 4,247 | | 96.95 | 3/2/2030 | 3/8/2024 | PSU | — | — | 7,561 | 1,387,217 | | | 3/8/2024 | 3,825 | 7,425 | | 129.79 | 3/7/2031 | 3/7/2025 | PRSU | — | — | 4,566 | 837,724 | | | 3/7/2025 | — | 11,763 | | 133.06 | 3/6/2032 | 3/7/2025 | PSU | — | — | 7,610 | 1,396,207 | | | | | | | | | 3/7/2025 | RSU | 7,516 | 1,378,961 | — | — | | Ms. Gruensfelder | 3/8/2024 | 2,997 | 5,817 | | 129.79 | 3/7/2031 | 3/8/2024 | PRSU | 2,346 | 430,421 | — | — | | | 3/7/2025 | — | 9,149 | | 133.06 | 3/6/2032 | 3/8/2024 | PSU | — | — | 5,924 | 1,086,876 | | | | | | | | | 3/7/2025 | PRSU | — | — | 3,552 | 651,685 | | | | | | | | | 3/7/2025 | PSU | — | — | 5,919 | 1,085,959 | | | | | | | | | 3/7/2025 | RSU | 7,516 | 1,378,961 | — | — | | Mr. Antal | 5/3/2024 | 2,030 | 3,938 | | 142.66 | 5/2/2031 | 5/3/2024 | PRSU | 1,666 | 305,661 | — | — | | | 3/7/2025 | — | 8,169 | | 133.06 | 3/6/2032 | 5/3/2024 | PSU | — | — | 4,206 | 771,675 | | | | | | | | | 5/3/2024 | RSU | 3,505 | 643,062 | — | — | | | | | | | | | 3/7/2025 | PRSU | — | — | 3,171 | 581,783 | | | | | | | | | 3/7/2025 | PSU | — | — | 5,285 | 969,639 | | | | | | | | | 3/7/2025 | RSU | 7,516 | 1,378,961 | — | — | | Ms. Fautsch | 3/5/2021 | 293 | — | | 89.08 | 3/4/2028 | 3/4/2022 | RSU | 90 | 16,512 | — | — | | | 3/4/2022 | 258 | 259 | | 105.08 | 3/3/2029 | 3/3/2023 | PSU | — | — | 832 | 152,647 | | | 3/3/2023 | 400 | 399 | | 96.95 | 3/2/2030 | 3/3/2023 | RSU | 164 | 30,089 | — | — | | | 3/8/2024 | 414 | 802 | | 129.79 | 3/7/2031 | 3/8/2024 | PSU | — | — | 817 | 149,895 | | | 3/7/2025 | — | 8,104 | | 133.06 | 3/6/2032 | 3/8/2024 | RSU | 1,095 | 200,900 | — | — | | | | | | | | | 11/1/2024 | RSU | 546 | 100,175 | — | — | | | | | | | | | 3/7/2025 | PRSU | — | — | 3,146 | 577,197 | | | | | | | | | 3/7/2025 | PSU | — | — | 5,242 | 961,750 | | | | | | | | | 3/7/2025 | RSU | 7,516 | 1,378,961 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1)Information in these columns relates to options to purchase shares of common stock held by our named executive officers at the end of fiscal 2025. Options granted prior to 2023 vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Options granted in 2023 and later vest 34% on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date. (2)Information in this column relates to restricted stock units held by our named executive officers at the end of fiscal 2025, including restricted stock units subject to performance conditions which have been met. Performance restricted stock units granted prior to 2023 vest 25% on the first, second, third and fourth anniversaries of the grant date in each case if the applicable performance condition is met. Performance restricted stock units granted in 2023 and later vest 34% on the first anniversary of the grant date and 33% on the second and third anniversaries of grant date if the applicable performance condition is met.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| LEIDOS | 77 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(3)Based on $183.47, the closing sales price of our common stock on the NYSE on January 2, 2026. (4)Amounts in this column represent the target shares for performance share awards granted in 2023, 2024 and 2025 and the target shares for the performance restricted stock units granted in fiscal 2025. Performance share unit awards fully vest at the end of the three-year fiscal performance period based on achievement of the applicable performance conditions, subject to the Committee’s negative discretion.
OPTION EXERCISES AND STOCK VESTING
OPTION EXERCISES AND STOCK VESTING The following table sets forth information regarding shares of common stock acquired by our named executive officers during fiscal 2025 upon the exercise of stock options and the vesting of restricted stock units, including awards deferred into our Key Executive Stock Deferral Plan.
OPTION EXERCISES AND STOCK VESTING
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Mr. Bell | — | — | 10,872 | 1,592,518 | | Mr. Cage | 2,419 | 176,805 | 12,960 | 1,862,405 | | Ms. Gruensfelder | — | — | 1,208 | 170,062 | | Mr. Antal | — | — | 862 | 129,000 | | Ms. Fautsch | — | — | 3,630 | 495,443 | | | 2,419 | 176,805 | 29,532 | 4,249,428 |
OPTION EXERCISES AND STOCK VESTING
(1)Based on the closing price of our common stock on the day before the date of exercise. (2)Includes accrued dividends and includes stock units deferred into our Key Executive Stock Deferral Plan that vested during fiscal 2025. Any stock awards that vested in the current year and were deferred by our named executive officers are reflected in the table under the caption “Nonqualified Deferred Compensation.” (3)Based on the closing price of our common stock on the day before the date of vesting. Includes accrued dividends.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION We provided benefits to our named executive officers during fiscal 2025 under the following nonqualified deferred compensation plans, which are summarized below: The Leidos Keystaff Deferral Plan allows eligible participants to elect to defer a portion of salary and all or a portion of any cash bonus granted to them under our cash incentive plan. We make no contributions to participants’ accounts under the Keystaff Deferral Plan. Participants can direct their deferrals into investment options similar to those available in the Leidos Retirement Plan other than the Leidos Stock Funds. Distributions under the Keystaff Deferral Plan are then made to participants in cash. Deferred balances under this plan will be paid upon the elected specified date, retirement or separation from service. The Leidos Key Executive Stock Deferral Plan allows eligible participants to elect to defer all or a portion of their cash or certain equity incentive awards granted to them under our cash incentive or stock incentive plans. Participant deferrals in other forms are converted to stock units of our common stock. Participant accounts are credited with additional units corresponding to their outstanding account balance for each Company dividend payable. We make no contributions to participants’ accounts under the Key Executive Stock Deferral Plan. Distributions under the Key Executive Stock Deferral Plan are then made to participants in shares of common stock corresponding to the number of vested stock units held for the participant. Vested deferred balances under this plan will be paid upon the elected specified date, retirement or separation from service. The Leidos 401(k) Excess Deferral Plan (Excess Plan) is a pre-tax savings plan that, through December 31, 2016, allowed eligible participants to defer up to 20% of their eligible compensation after meeting the annual IRS contribution limit for the Leidos Retirement Plan. Bonuses were not eligible for deferral to the Excess Plan. The investment options in the Excess Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Vested deferred balances under this plan will generally be paid following separation from service. The Leidos Deferred Compensation Plan for Former IS&GS Employees (Deferred Compensation Plan) is a pre-tax savings plan that allowed eligible participants to defer salary and receive certain Company contributions. Salary deferrals in this plan did not start until after an eligible participant met the annual IRS contribution limit for the Leidos Retirement Plan for Former IS&GS Employees. Bonuses were not eligible for deferral to this plan. The investment options in the Deferred Compensation Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Deferred balances under this plan will generally be paid following separation from service.
NONQUALIFIED DEFERRED COMPENSATION
| 78 | 2026 PROXY STATEMENT |
NONQUALIFIED DEFERRED COMPENSATION
The Leidos Deferred Bonus Plan for Former IS&GS Employees (Deferred Bonus Plan) is a pre-tax savings plan that allowed eligible participants to defer their annual cash incentive awards. The investment options in the Deferred Bonus Plan are similar to those in the Leidos Retirement Plan but do not include the Leidos Stock Funds. Deferred balances under this plan will generally be paid following separation from service. The following table sets forth information regarding deferrals under and aggregate earnings and withdrawals in fiscal 2025 through our nonqualified deferred compensation plans in which our named executive officers participate. Mr. Bell, Ms. Gruensfelder and Ms. Fautsch did not participate in these plans in fiscal 2025.
NONQUALIFIED DEFERRED COMPENSATION
| Name | Plan | Executive Contributions ($)(1) | Registrant Contributions ($) | Aggregate Earnings ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End ($)(3) | | Mr. Bell | | — | — | — | — | — | | Mr. Cage | Keystaff Deferral Plan | 146,560 | — | 105,694 | — | 696,268 | | | Key Executive Stock Deferral Plan | 60,953 | — | 1,035,546 | — | 4,616,387 | | | Excess Plan | — | — | 11,709 | — | 83,017 | | Ms. Gruensfelder | | — | — | — | — | — | | Mr. Antal | Keystaff Deferral Plan | — | — | 43,237 | — | 293,373 | | | Key Executive Stock Deferral Plan | 61,153 | | 15,619 | | 76,772 | | Ms. Fautsch | | — | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION
(1)Amounts in this column represent the value of cash or stock awards deferred during fiscal 2025. These amounts are also included as compensation in the applicable column in the “Summary Compensation Table” for prior years. The following amounts shown were included in the Option Exercises and Stock Vesting and were deferred into the Key Executive Stock Deferral Plan: Mr. Cage $60,953 and Mr. Antal $61,153. (2)With respect to the Keystaff Deferral Plan, Excess Plan, Deferred Bonus Plan and Deferred Compensation Plan, amounts in this column represent aggregate returns on the diverse investment options available to eligible participants based on individual participant investment elections. With respect to the Key Executive Stock Deferral Plan, amounts in this column represent the aggregate increases or decreases in the value of stock units corresponding to shares of our common stock during fiscal 2025. The market value of the shares is based upon $183.47, the closing sales price of our common stock on the NYSE on January 2, 2026. (3)Amounts in this column represent the value of the holder’s accounts at the end of fiscal 2025. With respect to the Key Executive Stock Deferral Plan, the amounts represent the value of stock units corresponding to shares of common stock held by the named executive officer based on $183.47 per share, the closing sales price of our common stock on the NYSE on January 2, 2026. All amounts in this column were reported as compensation in the “Summary Compensation Table” for prior years. Our named executive officers held the following number of stock units at the end of fiscal 2025 in the Key Executive Stock Deferral Plan: Mr. Cage 25,162 and Mr. Antal 418.
POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL
Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2025: uThe median of the annual total compensation of all of our employees (except our Chief Executive Officer) was $120,427; uThe annual total compensation of our Chief Executive Officer was $ 14,736,385; and uThe ratio of these two amounts was 122 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
Pay versus Performance Disclosure
Pay versus Performance Disclosure This table compares “Pay versus Performance” and prescribes a method to calculate “Compensation Actually Paid” (CAP). The CAP values shown in the table below do not reflect the compensation actually paid to the Principal Executive Officer (PEO) or the Non-PEO NEOs. In addition, while the table shows the applicable summary compensation table (SCT) compensation and CAP values side by side, they are not comparable. As such, the Committee did not consider the information provided in the table when structuring or determining compensation for our NEOs. For a complete discussion of our executive compensation program and the Committee’s philosophy and approach, please refer to the CD&A section of this Proxy Statement (page 51). Together with the salary and annual incentive, the SCT values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of the current grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price, and therefore, may be higher or lower than the SCT compensation values. The actual value of an equity award realized by an executive depends on several factors measured over multiple years, including the stock price, the financial performance of the Company, the relative total shareholder return (TSR) performance of the Company as compared to a peer group, timing of stock option exercises and other factors.
Pay versus Performance Disclosure
| Year | Summary Compensation Table Total for Bell(1) | Compensation Actually Paid to Bell(2) | Summary Compensation Table Total for Krone(1) | Compensation Actually Paid to Krone(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in millions)(4) | Company Selected Measure (Revenue) (in millions)(4) | | 2025 | $14,736,385 | $28,272,642 | $— | $— | $4,419,567 | $6,989,729 | $186.30 | $127.32 | $1,462 | $17,174 | | 2024 | $12,460,240 | $20,469,681 | $— | $— | $3,846,214 | $6,369,089 | $147.91 | $130.15 | $1,251 | $16,662 | | 2023 | $9,187,541 | $11,592,267 | $6,704,904 | $6,065,905 | $3,963,222 | $4,062,218 | $107.64 | $114.58 | $208 | $15,438 | | 2022 | $— | $— | $13,548,892 | $19,246,307 | $2,723,296 | $3,204,388 | $103.00 | $85.44 | $693 | $14,396 | | 2021 | $— | $— | $12,876,006 | $5,045,765 | $1,992,327 | $1,000,994 | $85.80 | $104.88 | $759 | $13,737 |
Pay versus Performance Disclosure
(1)Total Compensation as set forth in the Summary Compensation Table (page 75) for the applicable year includes the following PEOs and Non-PEO NEOs.
Pay versus Performance Disclosure
| Year | PEOs | Non-PEOs NEOs (Average Compensation) | | 2025 | Thomas A. Bell | Christopher R. Cage, Cynthia A. Gruensfelder, Daniel J. Antal, Leslie K. Fautsch | | 2024 | Thomas A. Bell | Christopher R. Cage, Daniel J. Antal, Elizabeth M. Porter, Gerard A. Fasano | | 2023 | Thomas A. Bell, Roger A. Krone | Christopher R. Cage, Gerard A. Fasano, Roy E. Stevens, Elizabeth M. Porter | | 2022 | Roger A. Krone | Christopher R. Cage, Gerard A. Fasano, Jerald S. Howe, Jr., Maureen Waterston | | 2021 | Roger A. Krone | Christopher R. Cage, James C. Reagan, Gerard A. Fasano, Jerald S. Howe, Jr., M. Victoria Schmanske |
Pay versus Performance Disclosure
(2)The Compensation Actually Paid (CAP) is calculated by reducing the total compensation by grant date fair value of stock and options awards from the summary compensation table and adding equity awards adjustments for corresponding fiscal year. For each outstanding and unvested equity award, we utilized the fiscal year-end and vesting date fair values to calculate the equity award adjustments. The fair value of options was determined by using a Black-Scholes model, the relative TSR-based PSUs were determined by using a Monte Carlo simulated pricing model, non-market-based PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, and RSUs fair value equals the stock price on the appropriate measurement date.
Pay versus Performance Disclosure
| 84 | 2026 PROXY STATEMENT |
Pay versus Performance Disclosure
Mr. Bell
Pay versus Performance Disclosure
| | Summary Compensation Table Total | Amounts Deducted Summary Comp. Table | Total Equity Award Adjustments | Compensation Actually Paid | | 2025 | $14,736,385 | $10,172,203 | $23,708,460 | $28,272,642 | | 2024 | $12,460,240 | $7,419,929 | $15,429,370 | $20,469,681 | | 2023 | $9,187,541 | $4,368,496 | $6,773,222 | $11,592,267 |
Pay versus Performance Disclosure
Mr. Krone
Pay versus Performance Disclosure
| | Summary Compensation Table Total | Amounts Deducted Summary Comp. Table | Total Equity Award Adjustments | Compensation Actually Paid | | 2023 | $6,704,904 | $4,185,885 | $3,546,886 | $6,065,905 | | 2022 | $13,548,892 | $10,315,880 | $16,013,295 | $19,246,307 | | 2021 | $12,876,006 | $9,482,900 | $1,652,659 | $5,045,765 |
Pay versus Performance Disclosure
All Non-PEO NEOs (Average)
Pay versus Performance Disclosure
| | Summary Compensation Table Total | Amounts Deducted Summary Comp. Table | Total Equity Award Adjustments | Compensation Actually Paid | | 2025 | $4,419,567 | $2,700,316 | $5,270,478 | $6,989,729 | | 2024 | $3,846,214 | $1,846,064 | $4,368,939 | $6,369,089 | | 2023 | $3,963,222 | $2,477,126 | $2,576,122 | $4,062,218 | | 2022 | $2,723,296 | $1,520,126 | $2,001,218 | $3,204,388 | | 2021 | $1,992,327 | $900,434 | $(90,899) | $1,000,994 |
Pay versus Performance Disclosure
The following table represents the equity award adjustments which reflect the current fair value of outstanding stock options or other equity awards granted to our PEOs and Non-PEO NEOs.
Pay versus Performance Disclosure
| Name | NEO Status | Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year ($) | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | Fair Value as of the Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation ($) | Total Equity Award Adjustments ($) | | Thomas A. Bell | PEO 1 | 2025 | 17,333,353 | 3,942,606 | — | 2,152,938 | — | 279,563 | 23,708,460 | | Christopher R. Cage | PFO | 2025 | 5,044,907 | 1,641,355 | — | 575,167 | — | 107,165 | 7,368,594 | | Cynthia A. Gruensfelder | NEO | 2025 | 3,904,404 | 180,740 | — | 8,090 | — | 30,349 | 4,123,583 | | Daniel J. Antal | NEO | 2025 | 3,924,863 | 637,178 | — | (1,936) | — | 40,381 | 4,600,486 | | Leslie K. Fautsch | NEO | 2025 | 4,230,389 | 747,085 | — | (29,407) | — | 41,182 | 4,989,249 | | Thomas A. Bell | PEO 1 | 2024 | 10,778,372 | 3,848,473 | — | 630,320 | — | 172,205 | 15,429,370 | | Christopher R. Cage | PFO | 2024 | 3,157,411 | 1,882,558 | — | 684,637 | — | 87,276 | 5,811,882 | | Daniel J. Antal | NEO | 2024 | 2,237,352 | — | — | — | — | 14,172 | 2,251,524 | | Elizabeth M. Porter | NEO | 2024 | 2,473,674 | 1,528,724 | — | 582,747 | — | 71,254 | 4,656,399 | | Gerard A. Fasano | NEO | 2024 | 2,360,151 | 1,645,329 | — | 676,316 | — | 74,153 | 4,755,949 | | Thomas A. Bell | PEO 1 | 2023 | 6,740,369 | — | — | — | — | 32,853 | 6,773,222 | | Roger A. Krone | PEO 2 | 2023 | 5,084,948 | (737,618) | — | (1,015,544) | — | 215,100 | 3,546,886 | | Christopher R. Cage | PFO | 2023 | 3,069,364 | (85,714) | — | (88,795) | — | 41,831 | 2,936,686 | | Gerard A. Fasano | NEO | 2023 | 2,730,148 | (80,625) | — | (151,069) | — | 39,260 | 2,537,714 | | Roy E. Stevens | NEO | 2023 | 2,512,790 | (64,182) | — | (100,707) | — | 32,864 | 2,380,765 | | Elizabeth M. Porter | NEO | 2023 | 2,561,964 | (60,320) | — | (86,822) | — | 34,501 | 2,449,323 | | Roger A. Krone | PEO 2 | 2022 | 10,478,194 | 2,745,216 | — | 2,505,001 | — | 284,884 | 16,013,295 | | Christopher R. Cage | PFO | 2022 | 1,450,958 | 256,775 | — | 115,592 | — | 28,753 | 1,852,078 | | Gerard A. Fasano | NEO | 2022 | 1,311,309 | 373,540 | — | 313,370 | — | 36,757 | 2,034,976 |
Pay versus Performance Disclosure
| LEIDOS | 85 |
Pay versus Performance Disclosure
| Name | NEO Status | Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year ($) | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | Fair Value as of the Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation ($) | Total Equity Award Adjustments ($) | | Jerald S. Howe, Jr. | NEO | 2022 | 1,363,700 | 343,225 | — | 321,646 | — | 35,495 | 2,064,066 | | Maureen Waterston | NEO | 2022 | 2,035,520 | — | — | — | — | 18,236 | 2,053,756 | | Roger A. Krone | PEO 2 | 2021 | 8,750,429 | (4,076,257) | — | (3,305,033) | — | 283,520 | 1,652,659 | | Christopher R. Cage | PFO | 2021 | 975,810 | (152,120) | — | (94,524) | — | 13,343 | 742,509 | | James C. Reagan | PFO | 2021 | — | (908,349) | — | (740,638) | — | 43,907 | (1,605,080) | | Gerard A. Fasano | NEO | 2021 | 1,086,762 | (539,721) | — | (480,925) | — | 38,610 | 104,726 | | Jerald S. Howe, Jr. | NEO | 2021 | 1,022,465 | (556,957) | — | (416,102) | — | 36,861 | 86,267 | | M. Victoria Schmanske | NEO | 2021 | 1,049,957 | (480,581) | — | (388,168) | — | 35,876 | 217,084 |
Pay versus Performance Disclosure
(3)Based on S&P 500 IT Services Index. (4)Amounts reported in this column represent net income and revenue reflected in the Company’s audited financial statements for the applicable year.
Is cumulative voting permitted for the election of directors?
Is cumulative voting permitted for the election of directors? No, the Company’s Certificate of Incorporation does not permit cumulative voting in the election of directors.
Is cumulative voting permitted for the election of directors?
| LEIDOS | 127 |