Corporate Governance Fact Sheet
Leidos recognizes the importance of strong corporate governance to address the interests of our stockholders, employees, customers, supplier partners, regulators and other stakeholders. We believe that strong corporate governance is critical to achieving our mission and long-term stockholder value.
| DIRECTOR INDEPENDENCE |
|---|
| Number of Independent Directors (out of 10 total directors) | 9 |
| Independent, Non-Executive Chair of the Board | Yes |
| Mandatory Retirement Age for Independent Directors | 75 |
| DIRECTOR ELECTIONS |
|---|
| Annual Election of All Directors (No Classified or Staggered Board) | Yes |
| Majority Voting Standard with Resignation Policy in Uncontested Director Elections | Yes |
| Proxy Access Right for Stockholders | Yes |
| Right of Stockholders to Call Special Meetings | Yes |
| Supermajority Stockholder Voting Requirements in Charter or Bylaws | None |
| BOARD MEETINGS |
|---|
| Number of Board Meetings Held in 2025 | 5 |
| Independent Directors Hold Executive Sessions Without Management Present at Every Board Meeting (Led by the Independent Chair) | Yes |
| BOARD COMMITTEES |
|---|
| Fully Independent Audit & Finance Committee | Yes |
| Number of Audit & Finance Committee Financial Experts | 3 |
| Fully Independent Human Resources & Compensation Committee | Yes |
| Fully Independent Corporate Governance & Ethics Committee | Yes |
| Independent Committee Chairs for All Standing Committees | Yes |
| Technology & Information Security Committee | Yes |
| PUBLISHED GOVERNANCE POLICIES AND PRACTICES |
|---|
| Corporate Governance Guidelines Adopted by the Board | Yes |
| Code of Conduct and Code of Business Conduct of the Board of Directors | Yes |
| Board Committee Charters Publicly Available | Yes |
| Independent Chair of the Board Position Description and Duties | Yes |
| Related Party Transactions Policy and Procedures | Yes |
| EVALUATING AND IMPROVING BOARD PERFORMANCE |
|---|
| Annual Board and Committee Self-Evaluations | Yes |
| Periodic Third-Party Facilitated Board Evaluations | Yes |
| Annual Director Independence Determinations Under NYSE Standards and Corporate Governance Guidelines | Yes |
| New Director Orientation and Continuing Director Education Programs | Yes |
| ALIGNING DIRECTOR AND STOCKHOLDER INTERESTS |
|---|
| Robust Stock Ownership Guidelines for Directors and Executive Officers | Yes |
| Annual Equity Grants to Non-Employee Directors | Yes |
| Anti-Hedging and Anti-Pledging / Pre-Clearance Policy for Director and Executive Securities Transactions | Yes |