- Miriam E. John
- Roger A. Krone
- Gary S. May
- Surya N. Mohapatra
- Patrick M. Shanahan
- Susan M. Stalnecker
Statement of Purpose
Leidos’ success depends on its ability to sustain its position as a market leader in core
technologies, information systems, and cybersecurity. The purpose of the Technology &
Information Security Committee (the “Committee”) is to oversee and advise the Board and
management on matters involving the Company’s overall strategic direction and significant
business risks and opportunities in the areas of technology and information security. The
Committee is also responsible for considering emerging trends in these areas and their
contributions to, and potential impact on, the Company’s business performance, growth and
competitive position.
Composition, Membership and Operation
- Composition of Committee. The Committee shall consist of not less than three
directors. Members of the Committee shall be appointed to, and may be removed from, the
Committee by the Board.
- Operation of Committee. A majority of the members of the Committee shall
constitute a quorum for doing business. All actions of the Committee shall be taken by a majority
vote of the members of the Committee at a meeting at which a quorum is present or by
unanimous written consent. The Committee Chair, who shall be selected by the Board, is
responsible for the leadership of the Committee, including preparation of meeting agendas. The
Committee may, at its discretion, delegate such of its authority and responsibilities as the
Committee deems proper to members of the Committee or a subcommittee.
- Meetings. The Committee shall meet as often as it deems necessary in order to
perform its responsibilities. If necessary, the Committee Chair may call special meetings of the
Committee. The Committee shall keep such records of its meetings as it deems appropriate and
the Committee Chair shall report regularly to the Board on its activities.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
- Review of the Company’s approach to identification, development and integration of
technology and innovation and associated resource allocation consistent with the
Company’s business strategies, plans, and financial performance, especially the impact
on the Company’s growth and its competitive advantages;
- Assessment of trends or disruptions that could significantly benefit or otherwise affect
the Company, including emerging technologies, economic trends and/or commercial
or political events that may influence the Company’s strategy and competitive position
with respect to technology, innovation, and security; and
- Assisting the Board in fulfilling its oversight responsibility for the Company’s risk
posture as it relates to its technology development and application activities, the
security of enterprise-wide IT related risks (e.g., physical and cyber security, insider
threat and information security risk exposures, and information security related to the
Company’s supply chain), and the effectiveness of the Company’s processes to
identify, monitor and mitigate these risks. The Committee shall review issues related
to the Company’s security of enterprise-wide IT related risks on a quarterly basis.
The Committee shall also:
- Conduct an annual evaluation of the Committee’s own performance and report the results of that evaluation to the Board.
- Conduct an annual evaluation of the Committee’s charter and recommend any changes to the Corporate Governance and Ethics Committee.
Advisors
The Committee shall have authority to retain and obtain advice and assistance from
internal or external advisors as it believes may be necessary to fulfill its responsibilities. The
Committee shall also have authority to approve such advisor’s fees, expenses and the other terms
of its retention. The Company shall provide appropriate funding, as determined by the Committee,
for paying the fees and expenses of any advisors retained by the Committee.
Additional Duties and Responsibilities
The Committee shall undertake such additional duties and responsibilities as the Board of Directors may from time to time prescribe.
April 29, 2022