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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Securities Exchange Act of 1934 (Amendment No.  )
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Leidos Holdings, Inc.
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Letter to Our Stockholders
DEAR FELLOW STOCKHOLDERS,
I am honored to write to you for the first time as Chief Executive Officer of Leidos. In my first eight months as CEO during 2023, I’m proud to have witnessed firsthand the dedication, drive, and determination of our team to deliver on our internal and external commitments. Our successful 2023 positions us well to undertake a year of deep strategic thinking regarding where we will take Leidos in solving our customers’ most vexing challenges through the decade to come.
Despite a slow start in 2023, for the full year, Leidos attained record-breaking revenue of $15.4 billion, a 7% increase on the prior year. Along with our strong bottom-line and cash performance through the last three quarters of 2023, 2023 provides us with a good foundation as we seek our full potential moving forward.
In 2023, we were awarded a $7.9 billion contract to provide the U.S. Army with tactical information technology hardware, unseating a 28-year incumbent. This whole-of-Leidos win, leveraging collaboration across the enterprise to deploy an advanced, AI-enabled logistics platform, further enhances the Army’s full mission readiness. We also expanded our work protecting and defending the United States with a new $918 million contract to enhance the Department of Homeland Security’s networks with capabilities like quantum-resistant cryptography and AI tools to detect and solve network issues.
In a triumph for naval autonomy, four unmanned surface vessels—two completely Leidos designed and all four outfitted with critical Leidos autonomy software—made history by autonomously transiting to the western Pacific Ocean for U.S. Navy exercises. We also executed the successful launch of our newest hypersonic systems program – a new test bed that will help the Department of Defense determine which hypersonic platforms are worth investment. In a short 49 days, our team created this innovative technology demonstration, which showcases our agility and entrepreneurialism. To close out a year of success, our Enduring Shield program delivered the first lot of launchers to the U.S. Army. These are only a few of the many examples of Leidos delivering vital support for critical customer missions in this fast-changing world.
In addition, in 2023 we were again named one of the World’s Most Ethical Companies by Ethisphere—our 6th consecutive year for this honor. Leidos debuted on the inaugural U.S. News list of “Best Companies to Work For.” And we earned the No. 16 spot in the 2023 Defense News Top 100 list.
Central to our success has been our relentless pursuit of operational excellence and agility. We have taken bold steps to streamline our organizational structure to build an even better future, promoting faster decision-making and tighter alignment with our core technology differentiators. We’re currently focused on creating our new ”North Star” vision, which will guide our strategy for the next decade.
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I am confident in our ability to seize opportunities, overcome challenges, and deliver value that exceeds expectations.”
LEIDOS
1


Lastly, we recently launched a branding campaign for Leidos: “Making Smart Smarter.” This campaign’s three simple words seek to catapult understanding of what Leidos does differently and better than anyone else in the market. “Making Smart Smarter” is about our people and how they set us apart by creating breakthrough technologies in a unique ecosystem with our customers and partners.
Looking ahead, we are committed to maintaining momentum and driving profitable growth across all facets of our business – setting the stage for another year of achievement. As we continue to navigate the evolving landscape of the defense technology industry, I am confident in our ability to seize opportunities, overcome challenges, and deliver value that exceeds expectations. Together, we will chart a course toward a future defined by innovation, resilience, and unparalleled success.
With a “promises made, promises kept” culture becoming more evident every day at Leidos, we’ve delivered on my original commitments made to you. From advancing financial excellence, to amplifying our collective intelligence that is uniquely Leidos, we will continue striving to become a more focused, successful organization. New commitments in this New Year will follow the same line as my previous ones – made and kept.
Thank you for your investment in, steadfast support, and trust of Leidos.
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THOMAS A. BELL
Chief Executive Officer
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2024 PROXY STATEMENT


Letter to Our Stockholders
DEAR FELLOW STOCKHOLDERS,
The Leidos Board of Directors is grateful for your continued investment and interest in our company. We take pride in Leidos’ strong financial performance in the fiscal year 2023, a testament to the unwavering dedication of our 47,000 employees towards your interests and our strategy for sustainable growth. Thank you for being a part of our journey.
As your Board of Directors, we are committed to robust governance practices. We are dedicated to safeguarding Leidos’ continued success and championing the interests of our stockholders. The Board has eleven independent members, including the Board Chair and all Committee Chairs. With the appointment of three new members in the past two years, our Board blends fresh perspectives and seasoned experience. This allows us to harness our collective diversity in experiences, perspectives, and skills, enabling us to guide Leidos in navigating risks and capitalizing on strategic opportunities in an ever-evolving world.
We are delighted to welcome Vice Admiral (Retired) Nancy A. Norton to our team as the newest member of our Board. Admiral Norton brings a wealth of experience and a distinguished career in the U.S. Navy, which we believe will be invaluable in guiding our strategic decisions. We also extend our heartfelt gratitude to Dr. Mim John, who will retire from our Board on April 26, 2024, following our 2024 annual meeting. Since 2007, Dr. John has been an invaluable director, offering profound knowledge and thoughtful insights on technology transformation. Her many contributions to Leidos are deeply appreciated and will continue to resonate within our organization.
In 2023, we were also pleased to execute a successful CEO transition. After a comprehensive and thoughtful process, we welcomed Tom Bell as our new Chief Executive Officer. Tom has brought a wealth of experience and a proven track record of leadership, which will be instrumental in guiding Leidos toward new heights. We are very pleased with Tom’s performance over his first eight months and confident that under Tom’s stewardship, Leidos will continue to thrive and deliver on our commitments to our stockholders, employees, and customers.
We continue to prioritize proactive engagement with our stockholders. In the fiscal year 2023, I, along with senior management, interacted with a diverse group of shareholders who collectively own the majority of our shares. Our discussions spanned various topics, from the CEO succession and human capital management to executive compensation and political engagement. The feedback we received has been key in shaping our practices and directing our attention toward crucial issues.
We are grateful for the trust you have placed in us and your continued investment in the future of Leidos. It is our privilege to serve you and Leidos in our capacity as directors.
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ROBERT S. SHAPARD
Independent Chair
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As your Board of Directors, we are committed to robust governance practices. We are dedicated to safeguarding Leidos’ continued success and championing the interests of our stockholders.”
LEIDOS
3


Notice of Annual Meeting of Stockholders
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DATE AND TIME:
Friday, April 26, 2024,
09:00 A.M. Eastern Time
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LOCATION:
1750 Presidents Street,
Reston, Virginia 20190
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RECORD DATE:
March 6, 2024
ITEMS OF BUSINESSYOUR VOTE IS IMPORTANT!
PROPOSALS
VOTE RECOMMENDATIONS
FOR FURTHER DETAILSVOTING METHODS
1
Election of twelve directors
“FOR”
each nominee
See page 21
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INTERNET
www.proxyvote.com
2
Advisory vote to approve the compensation of our named executive officers
“FOR”
See page 48
3Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2025
“FOR”
See page 88
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TELEPHONE
1-800-690-6903
4
Consider a stockholder proposal, if properly presented
“AGAINST”
See page 91
Stockholders will also transact such other business as may properly come before the meeting or any adjournments, postponements, or continuations of the meeting.
This proxy statement is being furnished to the stockholders of Leidos Holdings, Inc. in connection with the solicitation of proxies by our Board of Directors for use at our annual meeting of stockholders to be held at the Company’s office at 1750 Presidents Street, Reston, Virginia, on Friday, April 26, 2024, at 9:00 a.m. Eastern Time and at any and all adjournments, postponements or continuations of the meeting. This proxy statement is first being sent or made available to our stockholders on or about March 12, 2024.
Due to space limitations, attendance is limited to stockholders and one guest each. Admission to the meeting is on a first-come, first-served basis. Registration will begin at 8:00 a.m. Eastern Time. Valid government-issued picture identification and proof of stock ownership as of the record date must be presented to attend the meeting. If you hold shares of Leidos common stock through a broker, bank, trust, or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, follow any instructions provided by them in order to attend the annual meeting of stockholders, and must present a legal proxy from your bank, broker, trust or other nominee in order to vote. Cameras, recording devices, and other large electronic devices such as tablets or laptops, as well as backpacks or other large bags or packages, are not permitted in the meeting. If you require special assistance at the meeting because of a disability, please contact the Corporate Secretary at 1750 Presidents Street, Reston, VA 20190.
By Order of the Board of Directors,
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JERALD S. HOWE, JR.
General Counsel and Corporate Secretary
March 12, 2024
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MAIL
Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

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IN PERSON
Attend the meeting in Reston, Virginia
If you hold your shares of Leidos common stock in street name, you should follow any instructions provided by your broker, bank, trust, or other nominee.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 26, 2024. The proxy statement and the annual report are available at www.proxyvote.com.
4
2024 PROXY STATEMENT


Table of Contents






Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
LEIDOS
5


Our Company
Company Overview
Leidos, recognized as a member of the Fortune 500®, is a dynamic innovation company that is at the forefront of addressing the world’s most challenging issues in the national security and health sectors. With a global workforce of approximately 47,000, Leidos is committed to developing smarter technology solutions, particularly for customers in highly regulated industries. We bring domain-specific capabilities and innovations to customers in each of these markets by leveraging five technical core capabilities: digital modernization, cyber operations, mission software systems, integrated systems and mission operations. Applying our technically-advanced solutions to help solve our customers’ most difficult problems has enabled us to build strong relationships with key customers. Our customers include the U.S. Department of Defense, the U.S. Intelligence Community, the U.S. Department of Homeland Security, the Federal Aviation Administration, the Department of Veterans Affairs, National Aeronautics and Space Administration and many other U.S. civilian, state and local government agencies, foreign government agencies and commercial businesses. With a focus on delivering mission-critical solutions, Leidos generated 87% of revenues for the fiscal year ended December 29, 2023, from U.S. government contracts, either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. government.

KEY STATISTICSMARKETS

Headquarters:
Reston, Virginia
47,000+/-
employees worldwide
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WORKFORCE
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52%
Have a U.S. Security Clearance
$3.0B
HEALTH We are a leading provider of healthcare solutions for federal and commercial customers. We deliver secure, whole health solutions across ever-changing sites of care to improve patient outcomes and system efficiencies.
$3.7B
CIVIL We are helping to modernize infrastructure, systems, and security by offering transformative information technology, expert logistics, and proven inspection technologies for government and highly regulated commercial customers.
$8.7B
DEFENSE SOLUTIONS We provide global customers with an innovative portfolio of secure, seamless systems, solutions, and services for multi-domain dominance and informed decision-making in every environment.
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23%
Have Advanced Degrees
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19%
Employees Are Military Veterans
Operation MVP is our company-wide initiative to hire, train, and support returning veterans.
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2024 PROXY STATEMENT

OUR COMPANY
Strategic Focus
Our business model continues to differentiate us in the marketplace and lead to strong revenue growth, adjusted EBITDA, and cash generation based on our:
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SCALE
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POSITIONING
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TALENTED PEOPLE
uLargest government technology services provider
uPast performance and resources to pursue any opportunity
uPrime positions on programs of national and global significance
uDiversified portfolio with differentiated technology solutions
uFocus on employee growth and development
uInvesting to be an employer of choice
Business Performance Highlights for
2023 Relating to Pay
Our business performance in 2023 was strong. We ended fiscal 2023 with reported revenues of $15.4 billion, an increase of 7% compared to the prior fiscal year. Our performance builds on Leidos’ success as a leading provider of inventive solutions, with the goal of addressing the world’s most vexing challenges in national security and health. Our diversified and resilient portfolio and our investments in technology and innovation are positioning us for growth in key customer missions, including digital modernization, cyber operations, mission software systems, integrated systems and mission operations. In fiscal 2023, we delivered on our financial commitments to investors, allocated capital to deliver value for our stockholders, won programs that position us for future growth, and grew our talent base.
The data set forth below include the performance metrics that form a significant part of our 2023 compensation targets. We achieved 101.4% of our book-to-bill compensation target, demonstrating a strong foundation for growth. Adjusted operating income reached 107.8% of compensation target. We also achieved 166.4% of our operating cash flow compensation target, reflecting strong performance across the enterprise. We provide additional information regarding these compensation metrics, including a definition of such metrics and adjustments made for our compensation programs from the reported metrics, in “Annual Cash Incentive Awards for Fiscal 2023” on page 62.(1)(2)
2023 COMPENSATION TARGETS
BOOK-TO-BILL
ADJUSTED OPERATING INCOME
OPERATING CASH FLOW
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(1)Amounts shown for fiscal 2023 are adjusted metrics as used in our compensation targets.
(2)We use financial measures in this proxy statement that are not measures of financial performance under U.S. generally accepted accounting principles (GAAP), in particular as compensation targets. These non-GAAP measures should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. Other companies may not define or calculate these non-GAAP measures in the same way. We provide a reconciliation of non-GAAP measures used as compensation targets in this proxy statement on page 64.
LEIDOS
7

OUR COMPANY
DELIVERING STRONG FINANCIAL
RESULTS
DEPLOYING CAPITAL
TO CREATE
STOCKHOLDER
VALUE
WINNING BUSINESS
TO SET THE STAGE FOR CONTINUED
GROWTH
INVESTING IN
OUR PEOPLE AND
BUILDING A MARKET
LEADER
uRobust revenue growth, margins and cash collections
uExceeded 2023 financial guidance for all metrics
uMomentum on key financial metrics
uBalanced, consistent approach to capital allocation
uIncreased quarterly dividend to $0.38/share
uStrong balance sheet with flexibility to return capital to stockholders
uRobust backlog with record $8.8B funded
uStrategic wins including $7.9B AI-enabled logistics contract
uR&D and product partnerships driving competitive advantage
uImproved retention rates to pre-pandemic levels
uAccelerating technical upskilling with a focus on AI/ML, software, cyber, cloud and digital
Environmental, Social and Governance (ESG) Highlights
Our mission to make the world safer, healthier, and more efficient, means that we are helping to build a future where our people and technology make a real impact, greatly improving quality of life and promoting inclusive well-being. As a company, we are mindful of our opportunities and responsibilities as we grow. With our deep expertise in technology, science, and engineering, we look at the world using a systems approach, setting objectives to sustain our business, our communities and our world.
Leidos is committed to serving all of our stakeholders, including employees, customers, supplier partners, communities and stockholders. This commitment, combined with our strong sense of purpose, enables us to connect deeply with our customers and also respond to changing requirements for enhanced sustainability disclosures and transparency throughout our business.
Our focus is on making meaningful impacts across three key areas:
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CULTIVATING INCLUSION
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ADVANCING ENVIRONMENTAL SUSTAINABILITY
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PROMOTING HEALTHIER LIVES
uBuilding a strong business foundation that welcomes all perspectives and provides equitable access and resources for everyone.
uImplementing sustainable solutions to reduce the company’s environmental footprint.
uInvesting in initiatives and resources that promote the health and well-being of employees and communities.
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2024 PROXY STATEMENT

OUR COMPANY
2030 SUSTAINABILITY GOALS
Focus Area2030 Target


Increase representation of women and ethnically diverse employees by 10% by 2030(1)
CULTIVATING INCLUSION
Through our efforts, we seek to cultivate inclusive talent practices in hiring, promotion, development, leadership, and team management.
Interview at least two diverse candidates for all senior management positions(2)
Ensure that 100% of managers and executives take inclusion training
Hire 15,000 veterans and military spouses by 2030
Award 16% of supplier contracts to diverse suppliers by 2030



Reduce GHG emissions 25% by 2030 relative to a 2021 baseline(3)
ADVANCING ENVIRONMENTAL SUSTAINABILITY
As stewards of the environment, we seek to advance environmental sustainability by doing our part to preserve natural resources, reduce emissions, and limit waste.

Reduce waste by 50% in Leidos facilities by 2030

Increase renewable energy to 25% of total electricity use by 2030
Source 20 of Leidos’ biggest commodities more sustainably by 2030
PROMOTING HEALTHIER LIVES
Our employees are our greatest resource; through our efforts, we will invest in initiatives and resources that promote their health and well-being.
Increase investment by 60% in initiatives aimed at enhancing employee health and well-being by 2030
(1)The baseline for this goal is fiscal year 2021 demographics for Leidos employees that identify as female and ethnically diverse.
(2)Senior Management is defined as all roles classified as an M3 or higher in Leidos’ job classification system.
(3)Greenhouse gas emissions target is to reduce market-based scope 1 and 2 emissions by at least 25% by 2030, subject to third-party verification.
CULTIVATING INCLUSION
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u100% of our employees completed Inclusion Acumen 2.0 training and more than 2,500 people leaders completed the Inclusive Leader Learning Program (ILLP) through the end of 2022. ILLP equips managers to lead inclusively by creating and fostering environments in which inclusion and diversity are welcomed and leveraged with intention.
uLeidos hired 2,260 veterans and military spouses in 2022 and continued to be honored with numerous awards and rankings such as Forbes’ America’s Best Employers for Veterans and Military.com’s Top 25 Veteran Employers.
uCultivating a workplace that embraces diversity, equity, and inclusion hinges on transparency. During 2022, we witnessed a 1% increase in the representation of female employees globally, while concurrently achieving a 2% enhancement in the diversity of our U.S.–based workforce.
uOur efforts in diversity, equity, and inclusion contributed to Leidos achieving numerous best-in-class rankings, including the Drucker Institute’s list of the 250 Best Managed Companies, Newsweek’s Greatest Places to Work for Diversity, Fortune’s Most Admired Companies, Forbes’ Best Employers for New Grads, and Ethisphere’s Most Ethical Companies List for the sixth consecutive year.
LEIDOS
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OUR COMPANY
ADVANCING ENVIRONMENTAL SUSTAINABILITY
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uThe company was awarded a “B” score by CDP for its commitment to transparency and governance around climate change, ranking above the sector (IT and software development) average and exceeding the North American regional average.
uWe achieved a 7.5% reduction in Scope 1 and 2 emissions in 2022, compared to the 2021 baseline, and increased our renewable electricity utilization from 5.0% in 2021 to more than 8% in 2022.
uWith more than 50 years of environment, energy and critical infrastructure experience, one of every four Fortune 500® companies is a valued Leidos client. In 2022, we managed $1.48 billion of support to clients across our environmental and energy markets, including nine federal agencies and all five U.S. military branches.
uBetween 2001 and 2022, Leidos provided more than $1.5 billion in energy efficiency savings to industries.
uWorking with our partners, we diverted 194.7 tons of workplace furniture, fixtures, and equipment from landfills and diverted 283,104 pounds of electronics waste from landfills.
PROMOTING HEALTHIER LIVES
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uLeidos debuted on the inaugural U.S. News Best Companies to Work For list, earning especially high marks on work-life balance.
uWe are deeply committed to improving the lives of our employees and their families. In 2022, we invested more than $3 million in programs and initiatives that enhance and support our employees’ mental and physical well-being.
uWe introduced an upgraded maternity care initiative aimed at bolstering the physical welfare of our mothers and their infants and made substantial enhancements to our assistance for Leidos families by extending the duration of our paid parental leave offering to 4 weeks. This program is for any staff member—of any gender—who wishes to bond with a new eligible dependent.
uLeidos is a leader in the field of environmental health and safety (EH&S) and places a strong emphasis on EH&S activities both internally and on behalf of our clients. Over the past 5 years, we have achieved injury and illness rates well below the industry average. We have received 55 National Safety Council Awards in the past ten years.
uWe donated approximately $5 million to charitable partners, and our employees contributed approximately 90,000 volunteer hours to a wide variety of company-sponsored and personal causes, including science, technology, engineering, and mathematics (STEM) education, basic needs and wellness, ethics and leadership, and support to our military and intelligence personnel and their families.
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2024 PROXY STATEMENT

OUR COMPANY
TRANSPARENCY AND ACCOUNTABILITY
The Board believes that transparency and accountability are a critical part of our ESG strategy. Leidos publishes reports annually in accordance with the latest GRITM Sustainability Reporting Standards and strives for continuous improvement, alignment with industry best practices and leadership in corporate sustainability and responsibility. The Company periodically re-evaluates and updates its sustainability and corporate responsibility programs and how it shares progress with stakeholders.
uIn 2019, Leidos produced its first Sustainability Accounting Standards Board (SASB) Disclosure Supplement.
uIn 2021, Leidos partnered with outside experts to conduct a formal ESG assessment, including a stakeholder engagement initiative. This engagement, alongside an analysis of internal and external trends and aligned with business priorities, helped us develop our “Next Level Leidos” ESG Goals. The goals will form the basis of the Company’s Sustainability Management Plan and drive progress in priority areas.
uIn 2023, Leidos released its 14th Annual Report covering the calendar year 2022, integrating its GRITM Index and SASB Standards into one document to provide a comprehensive view of corporate practices in this area.
uLeidos publishes its annual EEO-1 report, which includes information regarding its workforce diversity.
We provide additional information regarding our ESG goals on our corporate website at https://www.leidos.com/company/ responsibility-and-sustainability/. The reports mentioned above, or any other information from our website, are not part of, or incorporated by reference into this proxy statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.
ESG information and related disclosures are available on our website, including the following:
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Annual Sustainability Report
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ESG Performance Index
LEIDOS
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OUR COMPANY
AWARDS AND RECOGNITION
In 2023, our ESG practices continued to be recognized by a wide range of organizations and publications:
#36 on Forbes’
Change the World
US News
Best Companies to Work For
World’s Most Ethical
Companies Honoree
from Ethisphere (six consecutive years)
Military.com’s
Top 25 Veteran Employers
Gold Medallion
from the U.S. Labor Department HIRE Vets program
#15 on U.S. Black Engineer Magazine’s
Top Supporters of HBCU
Engineering Schools
Best of the Best
on U.S. Veteran Magazine’s Top
Veteran-Friendly Companies
USA Today’s 2023
America’s Climate Leaders
Best Places to Work for
Disability Inclusion
from the Disability Equality Index (100% score)
Careers & The Disabled Magazine’s
Top 50 Employers
#29
Leading Disability
Employer Seal
from the National Organization on Disability
Military Spouse Friendly Employer
from MilitaryFriendly.com
#115 on Forbes’
America’s Best Employers for Diversity
#20 on Washington Business Journal’s
Corporate Diversity Index - Large Companies
Newsweek’s
America’s Greatest Workplaces
Best Places to Work for Minority STEM Professionals
from STEM Workforce Diversity Magazine
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2024 PROXY STATEMENT


Proxy Summary
This summary highlights selected information provided in more detail throughout this proxy statement. This summary does not contain all the information you should consider before voting. Please read the complete proxy statement and our annual report carefully before casting your vote.

PROPOSAL
1
Election of Directors
Why the Board recommends you support our nominees
We believe our nominees reflect a broad range of experience, knowledge and judgment beneficial to the broad business diversity of the company.
uAll of our nominees are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or their earlier retirement, resignation or removal.
The Board of Directors recommends a vote FOR each nominee.
See page 21 for additional information




OUR NOMINEES AT A GLANCE
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THOMAS A.
BELL
Chief Executive Officer
GREGORY R. DAHLBERG
Independent
DAVID G.
FUBINI
Independent
NOEL B.
GEER
Independent
ROBERT C. KOVARIK, JR.
Independent
HARRY M. J. KRAEMER, JR.
Independent
Director Since: 2023
Age: 63
Director Since: 2016
Age: 72
Director Since: 2013
Age: 70
Director Since: 2013
Age: 69
Director Since: 2018
Age: 74
Director Since: 1997
Age: 69
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 Partner – Ernst & Young, LLP
Executive Partner – Madison Dearborn Partners, LLC
TIS
AF CGE
CGE HRS
CGE HRS
(Chair)
AF* HRS
(Chair)
AF* CGE






COMMITTEES:


AF – Audit and Finance
CGE – Corporate Governance and Ethics
* Financial Expert
TIS – Technology and Information Security
HRS – Human Resources and Compensation
LEIDOS
13

PROXY SUMMARY
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https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_MOHAPATRA.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-05_424184-1_photo_norton.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_SHANAHAN.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_SHAPARD.jpg
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GARY S.
MAY
Independent
SURYA N. MOHAPATRA
Independent
NANCY A. NORTON(1)
Independent
PATRICK M. SHANAHAN
Independent
ROBERT S. SHAPARD
Independent Chair
SUSAN M. STALNECKER
Independent
Director Since: 2015
Age: 59
Director Since: 2016
Age: 74
Director Since: 2024
Age: 59
Director Since: 2022
Age: 61
Director Since: 2013
Age: 68
Director Since: 2016
Age: 71
7th Chancellor – University of California at Davis
Former Chair, President and Chief Executive Officer – Quest Diagnostics Incorporated
Vice Admiral (Retired), U.S. Navy
Former (33rd) Deputy Secretary of Defense; CEO Spirit AeroSystems
Chair and Former CEO – Oncor
Former Vice President, Corporate Productivity and Hospitality – E.I. du Pont de Nemours & Co.
HRS TIS
HRS TIS
HRS TIS
AF* CGE
(Chair)
AF* TIS
COMMITTEES:


AF – Audit and Finance
CGE – Corporate Governance and Ethics
* Financial Expert
TIS – Technology and Information Security
HRS – Human Resources and Compensation
(1)Vice Admiral Norton was appointed to the Board effective January 1, 2024.
BOARD COMPOSITION OVERVIEW
Each year, the Corporate Governance and Ethics Committee reviews the composition of the Board to assess the qualifications and areas of expertise needed in directors to enhance the Board’s exercise of its duties. In evaluating potential nominees, the Committee and the Board consider each individual in the context of the Board as a whole, with the objective of recommending to stockholders a slate of individual director nominees that can best continue to oversee the success of our business and advance stockholders’ interests.
In addition, the Corporate Governance and Ethics Committee will consider candidates with a diversity of race, ethnicity and/or gender, and will ensure that such candidates are included in each pool from which Board nominees are chosen. The Board is committed to ensuring that it remains composed of directors who have the appropriate skills to oversee the success of the business and striving to maintain an appropriate balance of diversity, experience, and tenure in its composition, and intends to increase the proportion of gender and racially/ethnically diverse directors over the next few years. For additional information regarding our director nominees and our criteria for Board membership, see “Nominees for Election to the Board of Directors” on page 22 and “Criteria for Board Membership” on page 21.(1)
INDEPENDENCE
6047313963910
GENDER
6047313963930
BOARD DIVERSITY
1099511645469
14
2024 PROXY STATEMENT

PROXY SUMMARY
RACIAL AND ETHNIC DIVERSITY
1099511645545
AGE
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-03_424184-1_piechart_boardComposition_age.jpg
TENURE
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-03_424184-1_piechart_boardComposition_tenure.jpg
(1)Charts reflect Vice Admiral Norton’s appointment to the Board, effective January 1, 2024, and Dr. John’s retirement.
BOARD SKILLS AND EXPERIENCE
Our directors collaboratively contribute significant experience in areas that are relevant for appropriate oversight of our business and strategy. For additional information regarding our director nominees’ experience, see “Nominees for Election to the Board of Directors” on page 22.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_Senior Leadership Experience.jpg 
Senior Leadership Experience


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Public Company Experience








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Financial Expertise
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Government and Military Expertise








https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_Innovation, Technology and Cyber Expertise.jpg 
Innovation, Technology and Cyber Expertise
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Risk Management Experience








https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_International Business Experience.jpg 
International Business Experience
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Human Capital Management Expertise
CORPORATE GOVERNANCE HIGHLIGHTS
Leidos recognizes the importance of strong corporate governance to address the interests of our stockholders, employees, customers, supplier partners and other stakeholders. We believe that strong corporate governance is critical to achieving our mission and long-term stockholder value. The following table highlights certain of our corporate governance practices and policies:
uIndependent Chair with robust and well-defined responsibilities https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-02_424184-3_icon_NEW.jpg
uExecutive session during every Board meeting led by the Independent Chair without management present
uNo supermajority stockholder voting requirements in our charter or bylaws
uProxy access right for stockholders
uAnnual election of all directors
uMajority voting with resignation policy for directors in uncontested elections
uAnnual Board and Committee evaluations, periodic, third-party facilitated evaluations
uRisk oversight by Board and Committees
uIndependent directors focus on executive succession planning
uIndependent Committee chairs
uAnnual advisory vote on executive compensation
uMeaningful stock ownership requirements for directors and executives
uRobust board refreshment process, including a focus on skills, diversity and ethics
uAnnual review of Committee charters and Corporate Governance Guidelines
In 2023, the Board split the roles of CEO and Chair, and appointed Mr. Shapard as the independent, non-executive Chair of the Board. Our Board believes that this leadership structure is appropriate at this time because it effectively allocates authority, responsibility, and oversight between management and independent members of our Board.
LEIDOS
15

PROXY SUMMARY
STOCKHOLDER ENGAGEMENT
Throughout the year, members of our Investor Relations team and our business leaders have engaged with many of our top stockholders to seek their input and feedback, remain well-informed regarding their perspectives, and help increase their understanding of our business. Management also routinely engages with investors at conferences and other forums. This outreach complements our Investor Relations team’s numerous touchpoints with stockholders each year. Depending on the circumstances, one or more independent directors may also engage in these conversations with stockholders. In addition, our Board receives reporting on a quarterly basis related to feedback from investors, as well as stockholder voting results.
During the past year, we engaged with our stockholders, as well as a broad range of our stakeholders, on a variety of topics.


70 million
We engaged with stockholders owning
nearly 70 million of our shares
70%
We engaged with 70% of
our top 20 stockholders


Stockholder Engagement Topics
Sustainability Engagement with Stakeholders
Commitment to Transparency
Management and, where appropriate, directors engage with stockholders through various means, including in the boardroom, at conferences, and via video conference and telephone on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.
We welcome the views of a broad range of stakeholders who serve as critical partners in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to better understand their views and sustainability concerns and ensure we are prioritizing issues important to both our stakeholders and our long-term business success.Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.
uBusiness strategy
uCompensation practices
uPolitical engagement
uHuman capital management
uTalent and culture
uSustainability
uRisk oversight
uBoard refreshment
uDiversity, equity and inclusion
uStockholders
uEmployees, financial institutions, vendors and customers
uSuppliers
uGovernments and regulators
uInternational organizations
uCommunity and non-governmental organizations
uHuman Rights Statement
uModern Slavery Statement
uCenter for Inclusive Growth
uPolitical engagement
uSustainability Report
uDiversity, equity and inclusion
uTalent and culture
uPrivacy and data protection
Engagement and Transparency
ASSESS AND PREPARE
Our Board analyzes the results of our annual meetings, continuous stockholder feedback, and trends in corporate governance and compensation. This analysis guides the development of our stockholder engagement priorities. Additionally, our directors and management team participate in various conferences throughout the year to stay informed about corporate governance trends.
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REACH OUT AND ENGAGE
We extend invitations to our stockholders for engagement sessions at least twice a year. We also establish connections with stockholder proponents to understand the concerns they raise. During these engagements, we share crucial updates about our corporate governance and other aspects, and actively seek feedback from our stockholders.
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 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-gfx_arrowdown.jpg 
RESPOND TO STOCKHOLDER FEEDBACK
In response to stockholder feedback, we enhance our policies, practices, and disclosures, guided by our ongoing conversations with our stockholders. We communicate significant updates and improvements made during the fiscal year through our proxy statement.
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EVALUATE STOCKHOLDER FEEDBACK
Our Board regularly reviews stockholder feedback and identifies key themes. It also assesses opportunities to respond to stockholders, taking into account relevant best practices and trends in corporate governance.
16
2024 PROXY STATEMENT

PROXY SUMMARY

PROPOSAL
2
Advisory Vote on Executive Compensation
Why the Board recommends you support this proposal
uOur executive compensation programs are designed to align the interests of senior management with stockholders by tying a significant portion of their potential compensation to the achievement of challenging financial performance goals.
uA small portion is contingent on personal and leadership goals and behaviors, which include the achievement of ESG metrics.
The Board of Directors recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement.
See page 48 for additional information
EXECUTIVE COMPENSATION OVERVIEW
We believe that executive pay should be largely variable, equity-based, and tied to preset performance goals, and this is demonstrated in our pay mix and design.
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https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-03_424184-1_bar_former CEO.jpg
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(1)Base salary disclosed does not reflect hourly rate associated with consulting employee status.
EXECUTIVE COMPENSATION HIGHLIGHTS
Our compensation programs seek to closely align the interests of our named executive officers with the interests of our stockholders. To achieve this goal, our programs are designed to:
uPay for performance by tying a substantial majority of an executive’s compensation to the achievement of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the company for long-term success;
uTarget total direct compensation at approximately the median among companies with which we compete for executive talent;
uEnable us to recover, or “clawback,” incentive compensation if there is any material restatement of our financial results or if an executive is involved in misconduct or fails to manage or monitor conduct or risk, as determined by the Committee;
uRequire our executives to own a significant amount of our stock;
uAvoid incentives that encourage unnecessary or excessive risk-taking; and
uCompete effectively for talented executives who will contribute to our long-term success.
LEIDOS
17

PROXY SUMMARY
The following table summarizes certain highlights of our executive compensation practices and policies:
What We Do
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Use predominantly equity-based pay
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Use rigorous goal setting aligned with pre-established targets
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Use “clawback” provisions to promote accountability
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Use balanced performance metrics that consider absolute and relative performance
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Conduct annual compensation review and risk assessment
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Use meaningful equity ownership guidelines
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Retain an independent compensation consultant
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-01.jpg  Minimum one-year vesting requirement for all equity award types
What We Don’t Do
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No excessive perquisites
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No “golden parachutes”
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No “single-trigger” severance benefits or accelerated vesting of equity upon a change in control
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No multi-year guaranteed incentive awards for senior executives
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No excise tax “gross-ups” upon a change in control
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No discounting, reloading or repricing of stock options without stockholder approval
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_checkandx-02.jpg  No liberal share recycling
For additional information regarding our compensation programs and decisions for fiscal 2023, see “Compensation Discussion and Analysis” on page 50.
2023 SAY-ON-PAY VOTE
At our last annual stockholders’ meeting in April 2023, we held a non-binding stockholder advisory vote on the compensation of our named executive officers, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly approved the compensation of our named executive officers, with approximately 95% of stockholder votes cast in favor of our say-on-pay resolution.
2023
Say-on-Pay
95%
3-Year Average
Say-on-Pay
96%
2024 COMPENSATION PROGRAM
Each year, we perform a comprehensive review of our executive compensation program in consideration of our performance, the performance of our peer group, 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. We believe the changes for the 2024 compensation program are in the best interest of Leidos’ stockholders, and are aligned with our pay for performance philosophy and the dynamic nature of executive compensation practices and developments in our business and industry.
2024 Short-Term Incentive Plan
Beginning in 2024, we will update our short-term incentive program by incorporating new financial performance metrics that we believe are more closely aligned with how our stockholders assess the Company’s performance. To qualify for a payout, we will introduce a 70% adjusted EBITDA margin percentage threshold. Additionally, we will modify the financial results weighting for our short-term incentive program from 80% to 100%, while including a +/- 20% modifier based on personal goals and behaviors.
Changes to Short-Term Incentive Plan
2023 Program
2024 Program
Metric Weight Metric Weight
Adjusted Operating Income 40%
Adjusted EBITDA Margin (%)
40%
Operating Cash Flow
30%Operating Cash Flow 30%
Book-to-Bill
30%
Revenue
30%
18
2024 PROXY STATEMENT

PROXY SUMMARY
Enterprise Functions
Enterprise Financial Results
(100%)
 +/-
Modifier (20%)
=
Annual Cash
Incentive Award
Sector Presidents
Enterprise Financial Results
(25%)
+
Sector Financial Results
(75%)
 +/-
Modifier (20%)
=
Annual Cash
Incentive Award
ESG Role in Annual Cash Incentive
We will introduce a +/- 20% modifier to our short-term incentive plan. This modifier will be assessed based on personal goals and behaviors, and measure the employees on how they lead their teams, business, work and themselves. 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. When warranted, we may apply downward discretion to the modifier. We believe that these changes will further align our executive compensation program with sustained stockholder performance and hold our executives accountable for making progress towards our commitment to fostering a strong, inclusive culture at Leidos.
2024 Long-Term Incentive Plan
In 2024, we will refine our long-term incentive program by introducing Cumulative Adjusted EBITDA ($) as a new metric, which will replace revenue. This change is designed to encourage the acquisition of high-quality contracts over an extended period.
Changes to Long-Term Incentive Plan
2023 Program
2024 Program
Metric Weight Metric Weight
Revenue
50%
Cumulative Adjusted EBITDA Dollar ($)
50%
Relative Total Shareholder Return
50%
Relative Total Shareholder Return
50%
The chart below shows our performance share plan payout scale considering the changes above:
Payout
Cumulative
Adjusted EBITDA ($)
Relative TSR Achievement
Threshold
50%80% of 3-Year Target30th Percentile of Peer Group
Target
100%3-Year Target50th Percentile of Peer Group
Maximum
200%120% of 3-Year Target75th Percentile of Peer Group
We will continue to utilize a negative Total Shareholder Return (TSR) cap. This means that if the Company’s absolute TSR is negative, the payout will be limited to 100%. This structured approach ensures that the executives are incentivized based on the Company’s performance against predetermined targets and industry benchmarks. It also aligns the interests of stockholders with the Company’s growth objectives, promoting a long-term perspective and accountability in achieving financial and stockholder return goals. For additional information regarding changes in our compensation program, see “Compensation Discussion and Analysis” on page 50.
LEIDOS
19

PROXY SUMMARY





PROPOSAL
3
Ratification of Appointment of Independent Registered Public Accounting Firm
Why the Board recommends you support this proposal
uThe Audit and Finance Committee reappointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2025. We are asking you to ratify this appointment.
uOne or more representatives of Deloitte will be present at the meeting and will be available to respond to appropriate questions.
The Board of Directors recommends stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2025.
See page 88 for additional information

PROPOSAL
4
Stockholder Proposal Regarding Special Shareholder Meeting Improvement
uYou will have the opportunity to vote on this stockholder proposal, if properly presented at the meeting.
The Board of Directors recommends stockholders vote AGAINST this stockholder proposal.
See page 91 for additional information




20
2024 PROXY STATEMENT



PROPOSAL
1
Election of Directors
At the annual meeting, stockholders will vote on the election of twelve nominees to serve for one-year terms to hold director positions until their successors are elected and qualified unless any such director retires, resigns or is removed prior to the end of their term. All nominees have been nominated by the Board of Directors (the “Board”) based on the recommendation of the Corporate Governance and Ethics Committee. Each nominee has consented to be named in this proxy statement and to serve if elected.
Vote Required
The election of directors at the 2024 annual meeting is uncontested. In an uncontested election, nominees must receive a majority of votes cast (meaning the number of votes “FOR” a nominee must exceed the number of votes “AGAINST“ a nominee). For additional information with respect to the Company’s resignation policy for directors who do not receive a majority of votes cast, see “Majority Voting Standard in Uncontested Director Elections.” Abstentions and broker non-votes are not counted as votes cast. Shares of common stock represented by properly executed, timely received and unrevoked proxies will be voted as instructed in the proxy. In the absence of specific voting instructions, the shares represented by properly executed, timely received and unrevoked proxies will be voted “FOR“ each nominee.
Recommendation of the Board of Directors







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The Board of Directors unanimously recommends a vote FOR each nominee.
Board Overview
CRITERIA FOR BOARD MEMBERSHIP
To fulfill its responsibility to identify and recommend to the full Board nominees for election as directors, the Corporate Governance and Ethics Committee reviews the composition of the Board to assess the qualifications and areas of expertise needed in directors to further enhance the Board’s exercise of its duties. In evaluating potential nominees, the Committee and the Board consider each individual in the context of the Board as a whole, with the objective of recommending to stockholders a slate of individual director nominees that can best continue the success of our business and advance stockholders’ interests. In evaluating the suitability of individual nominees, the Corporate Governance and Ethics Committee and the Board consider many factors, including:
uExpertise and involvement in areas relevant to our business such as defense, intelligence, science, healthcare, technology, finance, government or commercial and international business;
uInterpersonal skills, substantial personal accomplishments and diversity as to gender identity, age, race, ethnic background, sexual orientation, culture and experience;
uCommitment to business ethics, professional reputation, independence and understanding of the responsibilities of a director and the governance processes of a public company;
uDemonstrated leadership, with the ability to exercise sound judgment informed by a diversity of experience and perspectives; and
uBenefits from the continuing service of qualified incumbent directors in promoting stability and continuity, contributing to the Board’s ability to work together as a collective body and giving Leidos the benefit of experience and insight that its directors have accumulated during their tenure.
LEIDOS
21

PROPOSAL 1: ELECTION OF DIRECTORS
Retirement Age and Board Refreshment
The Board recognizes the importance of periodic board refreshment and maintaining an appropriate balance of tenure, experience, and perspectives on the Board. The Board values the contributions of both new directors as well as directors who have developed extensive experience and insight into the Company during their service on the Board. Accordingly, the Board has established a retirement age for independent directors of 75 and has not granted any exemptions or waivers to this policy. Over the next few years, certain of our current Board members will retire due to our mandatory retirement age. With this in mind, our Board has been actively engaged in succession planning. The Board also believes that the evaluation and nomination processes will ensure that the Company has a properly constituted and functioning Board and considers, at least annually, upcoming retirements, the average tenure and overall mix of individual director tenures of the Board, the overall mix of the diverse skills, knowledge, experience, and perspectives of directors, each individual director’s performance and contributions to the work of the Board and its committees, along with other factors the Board deems appropriate as part of Board succession planning and the nomination of director candidates.
Board Diversity Commitment
The Board and the Corporate Governance and Ethics Committee value diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees. The Board is committed to actively seeking directors who are diverse with respect to gender, race and ethnicity for the pool from which director candidates are selected. Presently, 5 of 12 Board nominees are women or come from a diverse background. The Board is committed to ensuring that it remains composed of directors who have the appropriate skills to oversee the success of the business and striving to maintain an appropriate balance of diversity, experience, and tenure in its composition, and intends to increase the proportion of gender and racially/ethnically diverse directors over the next few years.
Board Diversity Policy
The Board’s overall diversity is a significant consideration in the director nomination process and a component of our direction to the independent search firm that helps us identify potential candidates. The Corporate Governance and Ethics Committee will consider candidates with a diversity of race, ethnicity and/or gender, and will ensure that such candidates are included in each pool from which Board nominees are chosen.
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. Vice Admiral Norton was appointed to the Board effective January 1, 2024, upon recommendation of non-management directors. Dr. John is retiring and will not be standing for re-election as a member of our Board. Our Board membership criteria and director nomination process are described in the “Corporate Governance” section of this proxy statement.
22
2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
Thomas A. Bell
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_BELL.jpg
Chief Executive Officer
Director Since:
2023
Age:
63
Leidos Committees:
uTechnology and Information Security
Mr. Bell serves as Leidos’ Chief Executive Officer since May 2023. Before joining Leidos, he served since February 2018 as President – Defense Rolls-Royce plc; Chair and CEO – Rolls-Royce North America (Rolls-Royce). Mr. Bell was responsible for overseeing Rolls-Royce’s full range of business in North America, with responsibility for all U.S.-based employees, facilities and customers. He also led Rolls-Royce’s U.S. government, state, and local stakeholder management for employees and presence in 26 states and Canada. Previously, Mr. Bell was senior vice president of global sales and marketing for defense, space and security at The Boeing Company (Boeing). Before joining Boeing in 2015, Mr. Bell was President of Rolls-Royce Defense Aerospace, having joined as President, Customer Business, North America in mid-2012. He spent over two decades with Boeing in a variety of leadership positions within the defense, space and security business and began his aerospace career with Lockheed Martin in human space flight.
EXPERTISE
Mr. Bell brings to our Board a distinguished career spanning more than four decades in the Global Aerospace and Defense sector. Mr. Bell has cultivated a wealth of experience and demonstrated success in numerous senior leadership and professional capacities. His global perspective is informed by extensive international experience, having resided in multiple locales across the U.S. and abroad. His career is marked by significant contributions to industry companies including Rolls-Royce, Boeing, and Lockheed Martin, where his strategic leadership has consistently driven innovation and growth. Our Board believes that the Chief Executive Officer should serve on the Board to help communicate the Board’s priorities to management and management’s perspective to the Board.
Gregory R. Dahlberg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_DAHLBERG.jpg
Director Since:
2016
Age:
72
Leidos Committees:
uAudit and Finance
uCorporate Governance and Ethics
Mr. Dahlberg has nearly 40 years of experience in federal budgeting, congressional legislation, executive management and military affairs with congressional committees, federal agencies, and private industry. As Lockheed Martin Corporation’s Senior Vice President for Washington Operations between 2009 and 2015, he was responsible for devising and implementing advocacy, marketing, and legislative strategies for the corporation’s largest programs and for directing the corporation’s liaison activities with Congress, the White House, federal departments, industry associations, state governments and foreign embassies. Mr. Dahlberg also served for over 20 years as a senior House Appropriations Committee staff member, 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 was confirmed as the 26th Under Secretary of the Army, serving as the principal advisor to the Secretary of the Army on all matters related to the management and operation of the U.S. Army, including programming and budgeting, weapons systems, manpower, personnel, reserve affairs, installations and logistics. He was appointed Acting Secretary of the Army in early 2001.
EXPERTISE
Mr. Dahlberg brings to our Board executive management background in government and industry, and his expertise in federal budgeting and congressional affairs provides the Board with experience that is highly relevant and valuable to our business as a government contractor.
LEIDOS
23

PROPOSAL 1: ELECTION OF DIRECTORS
David G. Fubini
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_FUBINI.jpg
Director Since:
2013
Age:
70
Leidos Committees:
uHuman Resources and Compensation
uCorporate Governance and Ethics
Mr. Fubini is a Senior Lecturer at Harvard Business School and a Director Emeritus at McKinsey & Company, a global management consulting company. Previously, he was a Senior Partner at McKinsey, where he worked for over 33 years. He was McKinsey’s Managing Director of the Boston Office, the past leader of the North American Organization Practice and the founder and co-leader of the Firm’s Worldwide Merger Integration Practice.
EXPERTISE
Mr. Fubini brings to our Board expertise in architecting and executing organizational transformations. His extensive involvement in a wide array of corporate transactions and his executive management experience at McKinsey offer valuable insights to our Board.
Current Public Company Directorships:
uBain Capital Specialty Finance, Inc.
uBain Capital Private Credit
Noel B. Geer
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_GEER.jpg
Director Since:
2013
Age:
69
Leidos Committees:
uHuman Resources and Compensation (Chair)
uCorporate Governance and Ethics
Ms. Geer is the retired President of HCA Information Technology & Services, Inc., a wholly owned subsidiary of Nashville-based Hospital Corporation of America. Ms. Geer has over 35 years of experience in healthcare IT. She spent 30 years in HCA’s Information Service Department in a variety of positions. Ms. Geer has previously served on the boards of Franklin Road Academy, the United Way of Middle Tennessee, The Nashville Alliance for Public Education, the National Alliance for Health Information Technology, The HCA Foundation and the American Hospital Association Working Group for Health IT Standards. Ms. Geer is an emeritus member of the Vanderbilt University School of Engineering Committee of Visitors and a member of the Leadership Nashville class of 2010. She also served as an adjunct professor in the Owen School of Management of Vanderbilt University for several years.
EXPERTISE
Ms. Geer brings to our Board extensive leadership experience in healthcare information technology. She provides insights and perspectives that our Board views as important to us as a provider of information technology services and solutions.
24
2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
Robert C. Kovarik, Jr.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_KOVARIK.jpg
Director Since:
2018
Age:
74
Leidos Committees:
uAudit and Finance (Chair)
uHuman Resources and Compensation
Mr. Kovarik has held various leadership positions at companies and globally recognized accounting and consulting firms. Mr. Kovarik served on the CareFirst, Inc. Board of Trustees from 2014 to 2021, as the Chair of its Investment and Finance Committee and as a member of its Audit and Compliance Committee. He also served as a member of the Alliance Bankshares Corporation Board of Directors from 2011 to 2012, where he served as its Audit Committee Chair. Mr. Kovarik served as a partner at Ernst & Young LLP (E&Y) from 2002 to 2008, and was part of the E&Y National Professional Practice group from 2005 to 2008, serving as a practice director for the Mid-Atlantic Area. From 2002 to 2005, Mr. Kovarik was an engagement partner for a wide range of corporate clients operating in both the government services and commercial markets. Prior to E&Y, Mr. Kovarik was with Arthur Andersen, LLP for over 25 years. At Andersen he held a variety of leadership positions and served as engagement partner for many large public and private companies with operations in the United States and around the world. Mr. Kovarik has served as an adjunct professor at both the University of Maryland and the University of Virginia.
EXPERTISE
Mr. Kovarik brings to our Board broad experience advising government and commercial clients, and his financial and accounting expertise is important to our Board in fulfilling its oversight responsibilities. Mr. Kovarik is an “audit committee financial expert,” as defined by SEC rules.
Harry M. J. Kraemer, Jr.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_KRAEMER.jpg
Director Since:
1997
Age:
69
Leidos Committees:
uAudit and Finance
uCorporate Governance and Ethics
Mr. Kraemer has been an executive partner of Madison Dearborn Partners, LLC, a private equity investment firm, since April 2005, and has served as a professor at the Kellogg School of Management at Northwestern University since January 2005. Mr. Kraemer previously served as the Chair of Baxter International, Inc., a healthcare products, systems and services company, from 2000 until 2004, as Chief Executive Officer of Baxter from 1999 until 2004, and as President of Baxter from 1997 until 2004. Mr. Kraemer also served as the Senior Vice President and Chief Financial Officer of Baxter from 1993 to 1997.
EXPERTISE
Mr. Kraemer brings comprehensive executive management experience to our Board as a former Chair, Chief Executive Officer and Chief Financial Officer of a major global corporation. His investment and health expertise, background in commercial and international business, qualification as an “audit committee financial expert,” as defined by SEC rules, and thought leadership as a distinguished educator at a leading business school provide valuable contributions to our Board.
Current Public Company Directorships:
uOption Care Health, Inc.
Former Directorships During Past Five Years:
uDentsply Sirona
LEIDOS
25

PROPOSAL 1: ELECTION OF DIRECTORS
Gary S. May
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_MAY.jpg
Director Since:
2015
Age:
59
Leidos Committees:
uHuman Resources and Compensation
uTechnology and Information Security
Dr. May serves as the 7th Chancellor of the University of California at Davis. He previously served as the Dean of the College of Engineering at the Georgia Institute of Technology from 2011 to 2017. Prior to this, Dr. May served as the Chair of the School of Electrical and Computer Engineering from 2005 to 2011 and was the executive assistant to Georgia Tech President G. Wayne Clough from 2002 to 2005. 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.
EXPERTISE
Dr. May is a distinguished researcher in the field of computer-aided manufacturing of integrated circuits (IC). He has authored over 200 articles and technical presentations in the area of IC computer-aided manufacturing and has been honored with numerous awards and distinctions for his work. As an accomplished engineer with leadership experience at a prominent academic institution and expertise in areas relevant to our business, including technology and cybersecurity, Dr. May brings to our Board special insight and perspectives that the Board views as important to us as a leading science and technology company.
Surya N. Mohapatra
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_MOHAPATRA.jpg
Director Since:
2016
Age:
74
Leidos Committees:
uHuman Resources and Compensation
uTechnology and Information Security
Dr. Mohapatra has held senior leadership positions in the healthcare industry for more than 30 years, most recently as the Chair, President and Chief Executive Officer of Quest Diagnostics Inc., a leading provider of diagnostic testing, information and services where he had been a senior executive since 1999. Dr. Mohapatra is a past board member of the ITT Corporation and Xylem Inc. He is also a Trustee of The Rockefeller University and an Executive in Residence at the Columbia Business School.
EXPERTISE
Dr. Mohapatra’s extensive executive leadership experience in the healthcare industry, his service on other major public company boards and experience in technology and cybersecurity bring to our Board valuable perspectives.
Former Directorships During Past 5 Years:
uXylem Inc.
26
2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
Nancy A. Norton
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-05_424184-1_photo_norton.jpg
Director Since:
2024
Age:
59

Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security.
EXPERTISE
Vice Admiral Norton’s distinguished military career, public company board experience, and expertise in cybersecurity, information technology, national security and defense bring to our Board leadership experience enabling her to provide critical perspectives important to our business sectors.
Current Public Company Directorships:
uFedEx Corp.
Patrick M. Shanahan
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_SHANAHAN.jpg
Director Since:
2022
Age:
61
Leidos Committees:
uHuman Resources and Compensation
uTechnology and Information Security
Mr. Shanahan is the President and CEO of Spirit AeroSystems, a leading aerostructure supplier for commercial and defense OEMs, since September 2023. He has also served on Spirit AeroSystems’ Board of Directors since November 2021. Mr. Shanahan served as the 33rd Deputy Secretary of Defense from July 2017 to January 2019, and Acting Secretary of Defense from January 1, 2019, to June 23, 2019. Mr. Shanahan helped lead the development of several key Department of Defense policies and strategies. Mr. Shanahan also championed several digital and technological advancements for the Department, including modernization in cybersecurity, artificial intelligence, cloud computing and command, control and communication. In June 2018, Mr. Shanahan established the Joint Artificial Intelligence Center and published the Department’s Artificial Intelligence Strategy. Mr. Shanahan was previously at The Boeing Company, where he served for over 30 years in various senior roles, including as Senior Vice President, Supply Chain & Operations, Senior Vice President of Commercial Airplane Programs, Vice President and General Manager of the 787 Dreamliner, Vice President and General Manager of Boeing Missile Defense Systems and Vice President and General Manager of Boeing Rotorcraft Systems.
EXPERTISE
Mr. Shanahan brings to our Board extensive experience as a senior leader in government, strategic planning background, extensive and in-depth knowledge of our industry, deep operational experience in aerospace and defense, significant public company management and board experience and broad expertise in cybersecurity, information technology, artificial intelligence, cyber operations and global security issues. He provides our Board with unique insights into key areas of our business as a provider of services and solutions to U.S. government customers, as well as international governments and broader commercial markets.
Current Public Company Directorships:
uSpirit AeroSystems Holdings, Inc.
uCAE, Inc.
Former Directorships During Past 5 Years:
uEve Holding, Inc. (formerly Zanite Acquisition Corp.)
LEIDOS
27

PROPOSAL 1: ELECTION OF DIRECTORS
Robert S. Shapard
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_SHAPARD.jpg
Director Since:
2013
Age:
68
Independent Chair
Leidos Committees:
uAudit and Finance
uCorporate Governance and Ethics (Chair)
Mr. Shapard currently serves as Chair of the Board of Directors of Leidos Holdings, Inc. and Oncor Electric Delivery Company LLC, where he also served as Chief Executive Officer from April 2007 until March 2018. He previously served as a strategic advisor to Oncor, helping to implement and execute growth and development strategies. Between March and October 2005, he served as Chief Financial Officer of Tenet Healthcare Corporation, one of the largest for-profit hospital groups in the United States, and was Executive Vice President and Chief Financial Officer of Exelon Corporation, a large electricity generator and utility operator, from 2002 to February 2005. Before joining Exelon, Mr. Shapard was Executive Vice President and Chief Financial Officer of Ultramar Diamond Shamrock, a North American refining and marketing company. Previously, from 1998 to 2000, Mr. Shapard was CEO and Managing Director of TXU Australia Pty. Ltd., a subsidiary of the former TXU Corp., which owned and operated electric generation, wholesale trading, retail, and electric and gas-regulated utility businesses.
EXPERTISE
As an experienced executive in the energy industry, Mr. Shapard brings to our Board a unique perspective on issues that are important to our business. In addition, his previous experience as a Chief Financial Officer provides expertise critical to his role as a member of our Board’s Audit and Finance Committee. He is an “audit committee financial expert,” as defined by SEC rules.
Current Public Company Directorships:
uNACCO Industries, Inc.
Susan M. Stalnecker
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_STALNECKER.jpg
Director Since:
2016
Age:
71
Leidos Committees:
uAudit and Finance
uTechnology and Information Security
Ms. Stalnecker was employed by E.I. du Pont de Nemours & Co. (currently DuPont de Nemours, Inc.) from 1977 to 2016, serving in numerous senior roles during her tenure, including ten years as Vice President and Treasurer and most recently as Vice President, Corporate Productivity and Hospitality. Ms. Stalnecker previously served on the Board of Directors of PPL Corporation, a public holding company of PPL Electric Utilities Corporation, from December 2001 to January 2009, and on the Board of Trustees of Duke University from 2003 to 2015. She currently serves on the Board of Directors of Bioventus Inc., where she is also the chair of the Audit Committee. In addition, Ms. Stalnecker serves on the Board of Directors of the Macquarie Optimum Fund Trust, where she is the chair of the Audit Committee, and on the Board of Directors of the Duke University Health System, Inc., where she is the Chair of the Audit and Compliance Committee. She is also a Senior Adviser to the Boston Consulting Group, specializing in restructuring, finance transactions, activism and executive coaching.
EXPERTISE
Ms. Stalnecker brings to our Board diverse business experience, including financial acumen important to our Board’s Audit and Finance Committee. She is an “audit committee financial expert,” as defined by SEC rules.
Current Public Company Directorships:
uBioventus Inc.
uMacquarie Optimum Fund Trust
28
2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS
Majority Voting Standard in Uncontested Director Elections
We have adopted majority voting procedures for the election of directors in uncontested elections. In an uncontested election, nominees must receive more “for” than “against” votes to be elected. Abstentions and broker non-votes are not counted as votes cast. As provided in our bylaws, a “contested election” is one in which the number of nominees exceeds the number of directors to be elected. The election of directors at the 2024 annual meeting is uncontested.
If an incumbent director receives more “against” than “for” votes, then such director is expected to offer to resign, effective upon the Board’s acceptance, in accordance with our Corporate Governance Guidelines. The Corporate Governance and Ethics Committee will consider whether or not to accept the tendered resignation or to take some other action, taking into account the best interests of the Company and its stockholders, and make a recommendation to the Board. The Board will consider the Committee’s recommendation and take action within 90 days from the date of the certification of the election results and disclose its decision to accept or reject the tendered resignation in a press release, Current Report on Form 8-K or some other public announcement.
Shares of common stock represented by properly executed, timely received and unrevoked proxies will be voted as instructed in the proxy. In the absence of specific instructions, the shares represented by properly executed, timely received and unrevoked proxies will be voted “for” each nominee. If any of the nominees listed above become unable to stand for election at the annual meeting, the proxy holders intend to vote for any person designated by the Board to replace the nominee unable to serve, or the Board may reduce its size.
Limitations on Other Board Service
The Corporate Governance and Ethics Committee reviews the director selection process annually. The Board expects a high level of commitment from its members and will review a candidate’s other commitments and service on other boards to ensure that the candidate has sufficient time to devote to our Company. The Committee has adopted policies so that the independent directors may not serve on the boards of directors of more than three other publicly-traded companies. Employee directors may not serve on the board of more than one other public company, and any board membership of employee directors must be approved in advance by the Chief Executive Officer or the Independent Chair of the Board, as appropriate. We expect our directors to advise the Chair of the Corporate Governance and Ethics Committee and the Chair of the Board before accepting membership on other boards of directors, accepting membership on any audit committee or other significant committee assignment (such as a lead or presiding director role) on any other board of directors, or establishing or materially changing other significant relationships with businesses, institutions, governmental units or regulatory entities that may result in significant time commitments or a change in the director’s relationship to the Company. Moreover, directors are expected to act ethically at all times and adhere to the Code of Business Conduct of the Board of Directors.
Director Independence
The Board annually determines the independence of each of our directors and nominees in accordance with the Corporate Governance Guidelines. These guidelines provide that “independent” directors are independent of management and free from any relationship that, in the judgment of the Board, would interfere with their exercise of independent judgment. No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization with which we have a relationship). The Board has established independence standards set forth in the Corporate Governance Guidelines that include all elements of independence required by the listing standards of the New York Stock Exchange, or NYSE.
All members of the Audit and Finance, Human Resources and Compensation and Corporate Governance and Ethics Committees must be independent directors as defined by the Corporate Governance Guidelines. Members of the Audit and Finance Committee and the Human Resources and Compensation Committee must also satisfy separate independence requirements, which require that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than their directors’ compensation or be an affiliated person of ours or any of our subsidiaries.
LEIDOS
29

PROPOSAL 1: ELECTION OF DIRECTORS
Each year, our directors are obligated to complete a questionnaire that requires them to disclose any transactions with us in which the director or any member of such director’s immediate family might have a direct or potential conflict of interest. We also conduct internal diligence on our businesses related to transactions, relationships or arrangements between Leidos and our directors. Based on its review of an analysis of this information, the Board determined that Mr. Dahlberg, Mr. Fubini, Ms. Geer, Dr. John, Mr. Kovarik, Mr. Kraemer, Dr. May, Dr. Mohapatra, Vice Admiral Norton, Mr. Shanahan, Mr. Shapard and Ms. Stalnecker are independent under its guidelines and free from any relationship that would interfere with the exercise of their independent judgment. Mr. Krone was not deemed independent because of his role as our Chief Executive Officer until May 2, 2023. Mr. Bell has also not been deemed independent because of his role as our Chief Executive Officer, effective May 3, 2023.
Director Nomination Process
The Corporate Governance and Ethics Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Committee regularly assesses the Board’s current and projected strengths and needs by, among other things, reviewing the Board’s current profile, the criteria for board membership described in this proxy under the caption “Corporate Governance—Criteria for Board Membership,” and our current and future needs.
1
Collect Candidate Pool
uWhen vacancies on the Board are anticipated or after a director leaves, the Committee prepares a target candidate profile and develops an initial list of director candidates identified by the current members of the Board, business contacts, community leaders and members of management.
uThe Committee will consider candidates with a diversity of race, ethnicity and/or gender and will ensure that such candidates are included in each pool from which Board nominees are chosen.
uThe Committee may also retain a professional search firm to assist in developing a list of qualified candidates.
uThe Corporate Governance and Ethics Committee would also consider any stockholder recommendations for director nominees that are properly received.
2
Candidate Review
uThe Committee screens and evaluates the resulting slate of director candidates to identify those individuals who best fit the target candidate profile and Board membership criteria and provides the Board with its recommendations.
3
Recommendation to the Board
uThe Board then considers the recommendations and votes on whether to nominate the director candidate for election by the stockholders at the annual meeting or appoint the director candidate to fill a vacancy on the Board.
Each nominee is a current Board member who was elected by stockholders at the 2023 annual meeting of stockholders, other than Vice Admiral Norton, whom the Board has nominated for election by our stockholders at the 2024 annual meeting of stockholders upon recommendation of non-management directors.
Stockholder Recommendations and Nominations of Director Candidates
The Corporate Governance and Ethics Committee considers stockholder recommendations for candidates for the Board of Directors using the same criteria described above under “Corporate Governance — Criteria for Board Membership.” The name of any recommended candidate for director, together with a brief biography, a document indicating the candidate’s willingness to serve if elected, and a description of any ownership of shares of our common stock must be sent to: Leidos Holdings, Inc., Office of the Corporate Secretary, 1750 Presidents Street, Reston, Virginia 20190. Any stockholder nominating a person for election as a director must comply with the procedures set forth in our bylaws.
30
2024 PROXY STATEMENT


Corporate Governance
Corporate Governance Highlights
Leidos recognizes the importance of strong corporate governance to address the interests of our stockholders, employees, customers, supplier partners and other stakeholders. We believe that strong corporate governance is critical to achieving our mission and long-term stockholder value. The following table highlights certain of our corporate governance practices and policies:
uIndependent Chair with robust and well-defined responsibilities https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-02_424184-3_icon_NEW.jpg
uExecutive session during every Board meeting led by the Independent Chair without management present
uNo supermajority stockholder voting requirements in our charter or bylaws
uProxy access right for stockholders
uAnnual election of all directors
uMajority voting with resignation policy for directors in uncontested elections
uAnnual Board and Committee evaluations, periodic, third-party facilitated evaluations
uRisk oversight by Board and Committees
uIndependent directors focus on executive succession planning
uIndependent Committee chairs
uAnnual advisory vote on executive compensation
uMeaningful stock ownership requirements for directors and executives
uRobust board refreshment process, including a focus on skills, diversity and ethics
uAnnual review of Committee charters and Corporate Governance Guidelines
In 2023, the Board split the roles of CEO and Chair, and appointed Mr. Shapard as the independent, non-executive Chair of the Board. Our Board believes that this leadership structure is appropriate at this time because it will effectively and efficiently allocate authority, responsibility, and oversight between management and independent members of our Board.
Corporate Governance Guidelines
Our Board recognizes the importance of strong corporate governance to address the interests of our stockholders, employees, customers, supplier partners and other stakeholders. Our Board has adopted Corporate Governance Guidelines which, together with our certificate of incorporation, bylaws, committee charters and other key governance practices and policies, provide the framework for our corporate governance. Our Corporate Governance Guidelines cover a wide range of subjects, including criteria for determining the independence and qualification of our directors. These guidelines are available on our website at www.leidos.com by clicking on the links entitled “Investors” followed by “Governance.” In addition, the Board recognizes that observing good corporate governance practices is an ongoing responsibility. The Corporate Governance and Ethics Committee regularly reviews corporate governance developments and recommends revisions to these Corporate Governance Guidelines and other corporate governance documents as necessary to promote our stockholders’ best interests and to support our compliance with all applicable laws, regulations and stock exchange requirements.
LEIDOS
31

CORPORATE GOVERNANCE
Board and Committee Structure
BOARD LEADERSHIP STRUCTURE
The Board is currently led by Robert S. Shapard as the independent, non-executive Chair of the Board. Our Board believes that this leadership structure is appropriate at this time because it effectively and efficiently allocates authority, responsibility, and oversight between management and independent members of our Board and supports the independence of our non-management directors.
Our Board believes that it is in the best interests of stockholders for the Board to have the flexibility to determine the most qualified and appropriate individual to serve as Chair of the Board, whether that person is an independent director or the Chief Executive Officer.
We believe that our Board leadership structure provides for strong independent and effective oversight of our business through Mr. Shapard, our Independent Chair, independent Board committee chairs, experienced and committed directors and frequent executive sessions without management in attendance. The Independent Chair also plays a key role in managing risk matters, and, in consultation with the Board, may override the CEO as necessary. Our Board believes that these elements, taken together, provide for objective, independent Board leadership, effective engagement with and oversight of management, and a voice that is independent from management and accountable to stockholders and other stakeholders.
The Board selects the Chair annually and, in 2023, has decided to separate the roles of Chair of the Board and Chief Executive Officer. The Board may, if appropriate, change that structure at any time in the future. Maintaining flexibility on this decision allows the Board to choose the leadership structure that will best serve the interests of the Company and its stockholders at any particular time. In cases where the Board determines it is in the best interests of our stockholders to combine the positions of Chair and Chief Executive Officer, the Corporate Governance and Ethics Committee nominates an independent director to serve as “Independent Lead Director,” who then must be approved by at least a majority of the independent directors.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_SHAPARD.jpg
INDEPENDENT CHAIR:
Robert S. Shapard
Our Independent Chair is empowered with, and exercises robust, well-defined duties, which include:
uPresiding over and managing the meetings of the Board;
uSupporting a strong Board culture by fostering an environment of open dialogue, ensuring effective information flow and constructive feedback among the members of the Board and senior management, facilitating communication among the Chair, the Board as a whole, Board committees, and senior management, and encouraging director participation in discussions;
uApproving the scheduling of meetings of the Board, leading the preparation of the agenda for each meeting, and approving the agenda and materials for each meeting;
uCalling and chairing all meetings of the independent directors;
uServing as a liaison between management and independent directors;
uRepresenting the Board at annual meetings of stockholders and being available, when appropriate, for consultations and direct communication with stockholders and other key stakeholders;
uActing as an advisor to the CEO on strategic aspects of the business; and
uSuch other duties as prescribed by the Board.
Our Board is committed to strong corporate governance and believes that Board independence and oversight of management are effectively maintained with an Independent Chair. The Board’s Audit and Finance, Human Resources and Compensation and Corporate Governance and Ethics Committees are each led by and comprised entirely of independent directors.
32
2024 PROXY STATEMENT

CORPORATE GOVERNANCE
BOARD COMMITTEES
The Board has delegated certain duties to committees, which assist the Board in carrying out its responsibilities. There are four standing committees of the Board. Each independent director serves on at least two committees, and we expect to appoint Vice Admiral Norton to two committees as part of our annual committee composition review in April 2024. The key oversight responsibilities of the committees, the current committee memberships, and the number of meetings held during 2023 are described below.
The Board has adopted charters for each of the Audit and Finance Committee, the Corporate Governance and Ethics Committee, the Human Resources and Compensation Committee, and the Technology and Information Security Committee. The charters of these committees are available on our website at www.leidos.com by clicking on the links entitled “Investors,” “Governance,” and then “Documents & Charters.” You may also obtain printed copies of these charters by writing to our Corporate Secretary at the Company’s headquarters. From time to time, the Board may also establish ad hoc committees to address particular matters. For example, in November 2021, our Board established a special committee of independent directors to oversee an internal investigation, with the assistance of external legal counsel, related to certain conduct that may have violated the Company’s Code of Conduct and potentially applicable laws, including the U.S. Foreign Corrupt Practices Act. This special committee is comprised of Ms. Geer, Mr. Kovarik and Mr. Shapard (Chair), and held four meetings in 2023.
Listed below are the members of each of the four standing committees as of the date of this proxy statement:
Audit and FinanceHuman Resources and
Compensation
Corporate Governance
and Ethics
Technology and
Information Security
Thomas A. Bell
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg 
Gregory R. Dahlberg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-01.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg 
David G. Fubini
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg 
Noel B. Geer

https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg 
Miriam E. John(1)
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg 
Robert C. Kovarik, Jr.*
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg 
Harry M. J. Kraemer, Jr.*
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-01.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg 
Gary S. May
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg 
Surya N. Mohapatra
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg 
Nancy A. Norton(2)
Patrick M. Shanahan
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg 
Robert S. Shapard*
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-01.jpg 
Susan M. Stalnecker*
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-01.jpg 
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg 
Committees:
* Audit Committee Financial Expert
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-01.jpg Audit and Finance
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-03.jpg Corporate Governance and Ethics    
C Chair
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-02.jpg Human Resources and Compensation
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-icon_ticker-04.jpg Technology and Information Security
(1)Dr. John is retiring and will not be standing for re-election.
(2)We expect to appoint Vice Admiral Norton to two Board committees as part of the Board’s annual committee composition review in April 2024.
LEIDOS
33

CORPORATE GOVERNANCE
COMMITTEE RESPONSIBILITIES
Following are descriptions of the primary areas of responsibility for each of the four standing committees:
AUDIT AND FINANCE COMMITTEE
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PRIMARY RESPONSIBILITIES:
uAppoints and evaluates independent auditor and pre-approves fees;
uPre-approves audit and permitted non-audit services;
uReviews any audit problems;
uReviews adequacy of internal controls over financial reporting and disclosure controls and procedures;
uReviews and updates the internal audit plan;
uReviews any significant risks and exposures and steps taken to minimize risks;
uReviews quarterly and annual financial statements prior to public release;
uReviews critical accounting policies or changes in accounting policies;
uReviews periodically legal matters that may significantly impact the financial statements; and
uReviews and makes any necessary recommendations to the Board and management concerning:
capital structure, including the issuance of equity and debt securities and the incurrence of indebtedness;
payment of dividends, stock splits and stock repurchases;
financial projections, plans and strategies;
general financial planning, cash flow and working capital management, capital budgeting and expenditures;
tax planning and compliance;
mergers, acquisitions and strategic transactions; and
investor relations programs and policies.
CHAIR:
Robert C. Kovarik, Jr.*
NUMBER OF
MEETINGS IN LAST
FISCAL YEAR:
4
MEMBERS:
Gregory R. Dahlberg
Harry M. J. Kraemer, Jr. *
Robert S. Shapard *
Susan M. Stalnecker *
* Financial Expert
CORPORATE GOVERNANCE AND ETHICS COMMITTEE
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PRIMARY RESPONSIBILITIES:
uEvaluates, identifies and recommends director nominees;
uReviews the composition and procedures of the Board;
uMakes recommendations regarding the size, composition and charters of the Board’s committees;
uReviews and develops long-range plans for CEO and management succession;
uDevelops a set of corporate governance principles;
uRecommends an independent director to serve as non-executive Chair of the Board or as Independent Lead Director;
uOversees Leidos’ political engagement;
uReviews policies and practices regarding ethical responsibilities and monitors the effectiveness of our ethics, compliance and training programs;
uReviews our approach to corporate responsibility and public policy, including legislative and regulatory trends and ESG issues that may affect our business operations, reputation or relations with employees, customers, stockholders and other constituents;
uDevelops and oversees an annual self-evaluation process of the Board and its committees; and
uReviews policies and procedures related to the Company's business outside the United States, United Kingdom and Australia.
CHAIR:
Robert S. Shapard
NUMBER OF
MEETINGS IN LAST
FISCAL YEAR:
4
MEMBERS:
Gregory R. Dahlberg
David G. Fubini
Noel B. Geer
Miriam E. John(1)
Harry M. J. Kraemer, Jr.
34
2024 PROXY STATEMENT

CORPORATE GOVERNANCE
HUMAN RESOURCES AND COMPENSATION COMMITTEE
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PRIMARY RESPONSIBILITIES:
uDetermines CEO compensation and approves compensation of our other executive officers;
uExercises all rights, authority and functions under our stock, retirement and other compensation plans;
uApproves non-employee director compensation;
uReviews and approves the annual report on executive compensation for inclusion in our proxy statement;
uReviews compensation risk; and
uPeriodically reviews our human resources strategy, policies and programs.
CHAIR:
Noel B. Geer
NUMBER OF
MEETINGS IN LAST
FISCAL YEAR:
6
MEMBERS:
David G. Fubini
Robert C. Kovarik, Jr.
Gary S. May
Surya N. Mohapatra
Patrick M. Shanahan
TECHNOLOGY AND INFORMATION SECURITY COMMITTEE
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PRIMARY RESPONSIBILITIES:
uReviews our approach to the integration of technology and innovation;
uAssesses trends or potential disruptions, including emerging technologies, that may influence our strategy with respect to technology and innovation;
uAssists the Board in overseeing risks relating to technology development, information security and the effectiveness of our processes to identify, monitor and mitigate these risks; and
uReviews issues related to our security of enterprise-wide information technology-related risks.
CHAIR:
Miriam E. John(1)
NUMBER OF
MEETINGS IN LAST
FISCAL YEAR:
4
MEMBERS:
Thomas A. Bell
Gary S. May
Surya N. Mohapatra
Patrick M. Shanahan
Susan M. Stalnecker
(1)Dr. John is retiring and will not be standing for re-election.
LEIDOS
35

CORPORATE GOVERNANCE
DIRECTOR ENGAGEMENT
BOARD OF DIRECTORS MEETINGS
6
Meetings held of the entire Board during fiscal 2023
Our Board recognizes that its oversight of our strategic priorities and responsibility to stockholders requires a personal and professional commitment that extends beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides insights that allow our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other.
75%+
Director attendance at 2023 Board and committee meetings
During fiscal 2023, no director attended fewer than 75% of the aggregate of the meetings of the Board and committees of the Board on which they served.
100%
Director attendance at the 2023 annual meeting
It is our policy to encourage all directors to attend our annual meeting, and all of our directors attended our 2023 annual meeting.
SELECTED GOVERNANCE TOPICS FROM 2023 BOARD MEETINGS
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uBoard Effectiveness Discussions
uDirector Independence Assessment
uBoard Self-Evaluations
uCommittee Membership Discussions
uBoard Leadership Discussions
uBoard Strategy Discussions
uCompliance Programs Review
uAnnual Operating Plan Review
uGovernance Documents Review
uDiversity, Equity and Inclusion Discussions
uStockholder Engagement Updates
uGroup Strategy Discussions
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DIRECTOR ORIENTATION AND CONTINUING EDUCATION
Our directors are expected to keep current on issues affecting Leidos and our industry and on developments with respect to their general responsibilities as directors. In addition, the Board encourages directors to participate annually in continuing director education programs, and the Company reimburses directors for their expenses associated with this participation. Continuing director education is also provided during Board meetings and other Board discussions and as stand-alone information sessions outside of meetings. We also conduct orientation programs to familiarize new directors with our businesses, strategies, and policies and assist new directors in developing Leidos and industry knowledge to optimize their service on the Board. Directors have access to additional orientation and educational opportunities upon acceptance of new or additional responsibilities on the Board and in committees.
36
2024 PROXY STATEMENT

CORPORATE GOVERNANCE
ANNUAL BOARD AND COMMITTEE EVALUATION PROCESS
The Board believes that establishing and maintaining a robust evaluation process is essential to maintaining Board effectiveness and best corporate governance practices. Accordingly, the Corporate Governance and Ethics Committee annually evaluates the performance of the Board and its committees.
1
Review of
Evaluation Process
The Corporate Governance and Ethics Committee develops and oversees an annual self-evaluation process of the Board and its committees and determines whether it is appropriate for the evaluations to be conducted internally or by an independent consultant each year. While the Committee generally leads the process, the Board is committed to periodically engaging a third-party consulting firm to bring an outside perspective. For fiscal 2023, the evaluation process was conducted internally, and we expect to conduct the fiscal 2024 process with the assistance of a third party.
2
Written
Questionnaires
This process is supported by written questionnaires used to facilitate the assessments, which are reviewed annually to reflect areas of focus as the Committee determines appropriate, and include topics such as:
uBoard’s Performance
uBoard Composition, Skills, and Diversity
uBoard and Committee Meetings and Structure
uManagement Relations
uRisk Oversight by Board and Committees
uDuties and Responsibilities
uProcesses and Resources
uAreas of Focus
uCulture
3
Seek Feedback
For fiscal 2023, the evaluation process sought direct feedback from each director.
4
Board Review
Results from the evaluation were reported to and discussed with each committee and the Board. The discussion covered an assessment of the Board’s strengths and areas of opportunities, including a discussion regarding the Board’s oversight of corporate strategy, Board and committee composition and structure, succession planning and oversight duties.
The Board’s Role in Corporate Oversight
KEY AREAS OF BOARD OVERSIGHT
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RISK MANAGEMENTGOVERNANCEHUMAN CAPITALSTRATEGY
BOARD’S ROLE IN OVERSIGHT OF STRATEGY
Led by our CEO, senior management develops and executes our business strategy. They manage our operations and work on our business’ success, modeling our culture, establishing accountability, and controlling risk. Our CEO and senior management align our structure, operations, people, policies, and compliance efforts with our mission and strategy. Overseeing management’s development and execution of our strategy is one of the Board’s primary responsibilities. The Board also engages directly with Leidos’ sector leaders and regularly reviews the business’ strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments.
LEIDOS
37

CORPORATE GOVERNANCE
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Each year, senior management discusses strategy and business priorities with the Board during dedicated strategy sessions.
Throughout the year, the Board receives regular business and strategy updates and assesses the strategic alignment of our annual operating plan and strategic acquisitions, divestitures and integration processes.
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BOARD’S ROLE IN OVERSIGHT OF RISK MANAGEMENT
As part of its oversight function, the Board and its committees monitor risk as part of their regular deliberations throughout the year. When granting authority to management, approving strategies, making decisions and receiving management reports, the Board considers, among other things, the risks facing the Company. The Board believes its approach to risk oversight ensures that the Board can choose many leadership structures while continuing to effectively oversee risk.
The Board also oversees risk in particular areas through its committee structure:
BOARD
Responsible for the oversight of risk management as a whole and through its committees.
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AUDIT AND FINANCE COMMITTEE
Evaluates the Company’s guidelines and policies regarding risk assessment and risk management, including risks related to internal control over financial reporting, the Company’s major financial risk exposures, including financial, capital investment and insurance risks, and the steps management has taken to monitor and control such exposures.
CORPORATE GOVERNANCE AND ETHICS COMMITTEE
Oversees risks associated with governance and other ESG risks, including unethical conduct and political, lobbying, social, environmental and reputational risks. Also oversees risks related to the Company's business outside of the United States, United Kingdom and Australia.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Evaluates risks potentially arising from the Company’s human capital management and compensation policies and practices.
TECHNOLOGY AND INFORMATION COMMITTEE
Assists the Board in overseeing the Company’s risk posture as it relates to technology development and application activities and information security and related exposures, including cybersecurity and artificial intelligence.
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MANAGEMENT
The committees coordinate among each other as necessary to support optimal oversight of risks; each Committee reports its activities to the Board and facilitates discussions among directors. Company management also maintains an Enterprise Risk Management council, comprised of the Chief Executive Officer and senior executives that, among other things, establishes the overall corporate risk strategy and reviews policies, systems, processes and training with the goal of identifying and addressing appropriate risk matters within the company. This management committee reports regularly to the Audit and Finance Committee and annually to the full Board on its activities and findings, highlighting the key risks we face and management’s actions to address those risks.
38
2024 PROXY STATEMENT

CORPORATE GOVERNANCE
BOARD’S ROLE IN OVERSIGHT OF CYBERSECURITY AND RELATED RISKS
Information security is critical to maintaining the trust of our customers and business partners, and we are committed to mitigating risks and protecting our data and systems. We maintain comprehensive technologies and programs intended to ensure our systems are effective and prepared for data privacy and cybersecurity risks, including regular oversight of our programs for security monitoring for internal and external threats to safeguard the confidentiality, availability, and integrity of our information assets. We regularly perform evaluations of our security program and continue to invest in our capabilities to keep our customers, partners, and information assets safe. As a government contractor and a provider of information technology services, we are entrusted with highly sensitive information, and we are continuously exposed to unauthorized attempts to compromise this information through cyberattacks, the risk of insider threats and other information security risks.
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CYBERSECURITY GOVERNANCE SPOTLIGHT
uManagement provides our Board and the Technology and Information Security Committee with regular updates about emerging risks and trends, including the use of artificial intelligence in our business, our cybersecurity and related risk exposures, our policies and procedures to mitigate such exposures and the status of projects to strengthen our information security infrastructure and defend against and respond to threats at least quarterly.
uWe require our employees to take annual training on information security, including cybersecurity and global data privacy requirements and compliance measures.
uWe also conduct periodic internal and third-party assessments to test our cybersecurity controls, perform cyber simulations and annual tabletop exercises, and continually evaluate our privacy notices, policies and procedures regarding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches. Leidos has rigorous controls in place to monitor personal and confidential information distributed electronically by its employees.
uWe maintain a dedicated cybersecurity disclosure committee to evaluate materiality and disclosure considerations around cybersecurity incidents.
uWe carry insurance that provides protection against the potential losses arising from cybersecurity incidents.
uIn the last three years, we have not experienced a material information security incident.
LEIDOS
39

CORPORATE GOVERNANCE
BOARD’S ROLE IN OVERSIGHT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
BOARD
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Our Board and the committee regularly review with management our human capital management practices, diversity and inclusion initiatives, recruitment, training and development efforts, as well as employee benefits and resources, and discuss metrics relating to such initiatives at least quarterly.
CORPORATE GOVERNANCE AND ETHICS COMMITTEE
uOur Board and the committee regularly review with management ESG issues that may significantly impact our business operations, reputation or relations with employees, customers, supplier partners, stockholders and other stakeholders, at least twice a year.
uOur Board and the committee are also responsible for reviewing practices and policies in the areas of corporate responsibility, including environmental safety, protection, risk, and other environmental issues that affect the business, operations, performance, business continuity planning, and public image or reputation.
uOur lobbying, trade association, and political engagement policies and disclosures are the result of careful ongoing consideration and analysis by our management and the committee. We provide robust and periodically updated disclosures on our public policy and lobbying activities, trade association participation, and other key elements of our approach to policy engagement.
uThe committee reviews and recommends policies and procedures to maintain a business environment committed to high standards of ethics, integrity and legal compliance.
AUDIT AND FINANCE COMMITTEE
The committee reviews with management our programs for compliance with laws and regulations, including those relating to our compliance with ESG reporting requirements.
SUSTAINABILITY WORKING GROUP (SWG)
Actively engaged in overseeing ESG programs and strengthening ESG practices to support responsible and sustainable growth.
uComprised of senior leaders from across the Company, including customer-facing sustainability experts.
uConducts biannual reviews of internal climate-related risk register in accordance with best practices.
uConducts biannual review of climate-related operational opportunities and manages those opportunities with outside experts.
uActively engaged in overseeing ESG programs and strengthening ESG practices to support responsible and sustainable growth.
uConducts scenario analysis into the Leidos climate-related risk assessment process, conducting a risk review alongside the Company’s enterprise risk management team.
uClimate-related business opportunities are generally managed initially by the business lines and are reviewed quarterly.
Leidos is guided by a conviction to do what is right every day, especially during challenging times. While navigating these challenges, we prioritize the health and mental well-being of our global workforce, delivering critical environmental and sustainability-driven support to customers, and create an inclusive environment where employees are respected, valued and heard. We expect our management and employees to share a common understanding of our commitment and, accordingly, have established teams within the enterprise to address our ESG goals.
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2024 PROXY STATEMENT

CORPORATE GOVERNANCE
Transparency and Accountability
The Board believes that transparency and accountability are a critical part of our ESG strategy. Leidos publishes reports annually in accordance with the latest GRITM Sustainability Reporting Standards and strives for continuous improvement, alignment with industry best practices and leadership in corporate sustainability and responsibility. The Company periodically re-evaluates and updates its sustainability and corporate responsibility programs and how it shares progress with stakeholders.
uIn 2019, Leidos produced its first Sustainability Accounting Standards Board (SASB) Disclosure Supplement.
uIn 2021, Leidos partnered with outside experts to conduct a formal ESG assessment, including a stakeholder engagement initiative. This engagement, alongside an analysis of internal and external trends and aligned with business priorities, helped us develop our “Next Level Leidos” ESG Goals. The goals will form the basis of the Company’s Sustainability Management Plan and drive progress in priority areas.
uIn 2023, Leidos released its 14th Annual Report covering the calendar year 2022, integrating its GRITM Index and SASB Standards into one document to provide a comprehensive view of corporate practices in this area.
uLeidos publishes its annual EEO-1 report, which includes information regarding its workforce diversity.
We provide additional information regarding our ESG goals on our corporate website at https://www.leidos.com/company/ responsibility-and-sustainability/. The reports mentioned above, or any other information from our website, are not part of, or incorporated by reference into this proxy statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.
BOARD’S ROLE IN OVERSIGHT OF SUCCESSION PLANNING
The Board of Directors believes it is critical to the success of the Company that continuity of leadership is ensured and that a succession plan exists for the Chief Executive Officer and other key officers. The Corporate Governance and Ethics Committee evaluates and makes recommendations to the Board on candidates for the position of Chief Executive Officer in the event that a vacancy arises or is anticipated to arise, through the death, disability, retirement or resignation of the Company’s Chief Executive Officer. The Corporate Governance and Ethics Committee, in coordination with the Human Resources and Compensation Committee, is also responsible for ensuring that processes are in place for management development and succession throughout the leadership ranks. The Chief Executive Officer annually provides the Board and/or the Corporate Governance and Ethics Committee with an assessment of other senior managers and their potential to succeed them, as well as an assessment of persons considered potential successors to certain other senior management positions.
The selection and appointment of Thomas A. Bell as Chief Executive Officer in 2023 demonstrate the Board’s active role in succession planning. As part of a planned succession process, Mr. Bell succeeded Roger A. Krone, who retired as Chair at the time of the Company’s 2023 annual meeting of stockholders, and as Chief Executive Officer as of May 3, 2023. The Board appointed Robert S. Shapard as independent, non-executive Chair after the 2023 annual meeting of stockholders and also nominated Mr. Bell to the Board.
LEIDOS
41

CORPORATE GOVERNANCE
STOCKHOLDER ENGAGEMENT
During the past year, we engaged with our stockholders, as well as a broad range of our stakeholders, on a variety of topics.
70 million
We engaged with stockholders owning
nearly 70 million of our shares
70%
We engaged with 70% of
our top 20 stockholders
Stockholder Engagement Topics
Sustainability Engagement with Stakeholders
Commitment to Transparency
Management and, where appropriate, directors engage with stockholders through various means, including in the boardroom, at conferences, and via video conference and telephone on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.
We welcome the views of a broad range of stakeholders who serve as critical partners in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to better understand their views and sustainability concerns and ensure we are prioritizing issues important to both our stakeholders and our long-term business success.
Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.
uBusiness strategy
uCompensation practices
uPolitical engagement
uHuman capital management
uTalent and culture
uSustainability
uRisk oversight
uBoard refreshment
uDiversity, equity and inclusion
uStockholders
uEmployees, financial institutions, vendors and customers
uSuppliers
uGovernments and regulators
uInternational organizations
uCommunity and non-governmental organizations
uHuman Rights Statement
uModern Slavery Statement
uCenter for Inclusive Growth
uPolitical engagement
uSustainability Report
uDiversity, equity and inclusion
uTalent and culture
uPrivacy and data protection
Engagement and Transparency
ASSESS AND PREPARE
Our Board analyzes the results of our annual meetings, continuous stockholder feedback, and trends in corporate governance and compensation. This analysis guides the development of our stockholder engagement priorities. Additionally, our directors and management team participate in various conferences throughout the year to stay informed about corporate governance trends.
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REACH OUT AND ENGAGE
We extend invitations to our stockholders for engagement sessions at least twice a year. We also establish connections with stockholder proponents to understand the concerns they raise. During these engagements, we share crucial updates about our corporate governance and other aspects, and actively seek feedback from our stockholders.
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RESPOND TO STOCKHOLDER FEEDBACK
In response to stockholder feedback, we enhance our policies, practices, and disclosures, guided by our ongoing conversations with our stockholders. We communicate significant updates and improvements made during the fiscal year through our proxy statement.
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 EVALUATE STOCKHOLDER FEEDBACK
Our Board regularly reviews stockholder feedback and identifies key themes. It also assesses opportunities to respond to stockholders, taking into account relevant best practices and trends in corporate governance.
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2024 PROXY STATEMENT

CORPORATE GOVERNANCE
Key Topics
What We Heard from Stockholders
How the Company Responded
Human Capital Management
uStockholders were interested in discussing the Board’s oversight of human capital management.
uThe discussions included the Human Resources and Compensation Committee oversight role and the type and frequency of information reviewed by the Board and the committee.
uAdditionally, we discussed with stockholders how they measure progress in management’ human capital strategy and the need for ongoing collaboration with the Board to identify areas where progress can be made.
uWe discussed our human capital management practices, including key workforce metrics.
uWe reported in our Annual Sustainability Report and Form 10-K information about our corporate culture and values, diversity, equity and inclusion initiatives, talent acquisition practices, and career mobility, development and growth programs.
Succession Planning
uStockholders were interested in discussing the Board’s oversight over succession planning policies and practices, including the appointment of Mr. Bell as Chief Executive Officer.
uWe discussed the Board’s active role in the CEO succession planning, including the Board's review of Mr. Bell’s extensive expertise and qualifications.
Executive Compensation
uStockholders were interested in discussing various aspects of the Company’s overall executive compensation program, including performance metrics and the program’s alignment to stockholder interests.
uStockholders provided feedback on the adoption of a negative absolute TSR cap in our long-term incentive program.
uActing on feedback from our stockholders, the Board’s Human Resources and Compensation Committee has approved modifications to our executive compensation program described in the ”Compensation Discussion and Analysis” section, commencing on page 50.
Political Engagement
uIn response to a stockholder proposal, stockholder sought to understand the Company’s policies and practices with respect to political engagement and related spending.
uWe have proactively implemented substantial enhancements to our website to increase transparency regarding our political engagement. This includes detailed disclosures about our policies and expenditures related to trade associations, as well as contributions made by the Leidos Political Action Committee.
Corporate Governance
uIn response to a stockholder proposal, stockholders sought to discuss the Company’s views with respect to the separation of the Chair and CEO roles.
uWe discussed our corporate governance practices and appointment of Mr. Shapard as our independent Board Chair following our 2023 annual meeting of stockholders.
LEIDOS
43

CORPORATE GOVERNANCE
COMMUNICATIONS WITH THE BOARD OF DIRECTORS AND INVESTOR RELATIONS
Stockholders and other interested parties may communicate with the Board of Directors, the independent directors as a group or any of the independent directors, including Committee Chairs and the Independent Chair, by using the following address:
Leidos Holdings, Inc.
Office of the Corporate Secretary
1750 Presidents Street
Reston, Virginia 20190
Each communication should specify the intended recipient(s). The Office of the Corporate Secretary will initially process the communications, summarize lengthy or repetitive communications and forward them to the applicable member(s) of the Board as appropriate. Communications may also be referred to other departments within the Company for action and resolution. The Company will refrain from forwarding to the Board any communication that it determines to be primarily commercial in nature, mass mailings, resumes or job inquiries, any communication that relates to an improper or irrelevant topic, or that requests general information about the Company.
To reach out to our Investor Relations department, please send us an email at ir@leidos.com. Please continue to share your thoughts or concerns with us.
Other Governance Policies and Practices
CODES OF CONDUCT
All of our employees, including our executive officers, are required to comply with our Code of Conduct, which describes our standards for protecting company and customer assets, fostering a safe and healthy work environment, dealing fairly with customers and others, conducting international business properly, reporting misconduct and protecting employees from retaliation. This code forms the foundation of our corporate policies and procedures designed to promote ethical behavior in all aspects of our business.
Our directors are required to comply with our Code of Business Conduct of the Board of Directors, which describes areas of ethical risk, provides guidance to directors and helps foster a culture of honesty and accountability. This code addresses areas of professional conduct relating to service on our Board, including conflicts of interest, protection of confidential information, fair dealing and compliance with all applicable laws and regulations.
These documents are available on our website at www.leidos.com by clicking on the links entitled “Investors” followed by “Governance.” We intend to post on our website any material changes to or waivers from our Code of Conduct and Code of Business Conduct of the Board of Directors.
RELATED PARTY TRANSACTIONS
Our Policy and Procedures
The Board has adopted written policies and procedures for the review and approval of transactions between us and certain “related parties,” which are generally considered to be our directors and executive officers, nominees for director, holders of five percent or more of our outstanding capital stock and members of their immediate families. The Board has delegated to the Audit and Finance Committee the authority to review and approve the material terms of any proposed related party transaction. If a proposed related party transaction involves a non-employee director or nominee for election as a director and may be material to a consideration of that person’s independence, the matter is also considered by the Chair of the Board and the Chair of the Audit and Finance Committee.
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2024 PROXY STATEMENT

CORPORATE GOVERNANCE
In determining whether to approve or ratify a related party transaction, the Audit and Finance Committee considers, among other factors it deems appropriate, the potential benefits to us, the impact on a director’s or nominee’s independence or an executive officer’s relationship with or service to us, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. In deciding to approve a transaction, the Committee may, in its sole discretion, impose such conditions as it deems appropriate on the related party or us. Any transactions involving the compensation of executive officers, however, are to be reviewed and approved by the Human Resources and Compensation Committee. If a related party transaction will be ongoing, the Audit and Finance Committee may establish guidelines to be followed in our ongoing dealings with the related party. Thereafter, the Audit and Finance Committee will review and assess ongoing relationships with the related party on at least an annual basis to determine whether they comply with the Committee’s guidelines and that the related party transaction remains appropriate.
We engage in transactions and have relationships with many entities, including educational, charitable and professional organizations, in the ordinary course of our business. Some of our directors, executive officers or their immediate family members may be directors, officers, partners, employees or stockholders of these entities. We carry out transactions with these firms on customary terms.
Related Party Transactions
Gerard A. Fasano is Leidos’ Chief Growth Officer. Mr. Fasano’s brother, Matthew Fasano, is a program manager at Leidos and received compensation of approximately $239,202 in 2023, including annual salary and incentive awards commensurate with his qualifications, responsibilities and other employees holding similar positions. This relationship was approved by the Audit and Finance Committee.
M. Victoria Schmanske is Leidos’ President, Commercial and International Sector. Ms. Schmanske’s brother-in-law, Paul Schmanske, is an infrastructure lead at Leidos and received compensation of approximately $205,784 in 2023, including annual salary and incentive awards commensurate with his qualifications, responsibilities and other employees holding similar positions. This relationship was approved by the Audit and Finance Committee.
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 and 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 and 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. In 2023, FW Cook proposed to the Committee that the equity retainer for each of our directors be increased by $10,000, and for the Chair of the Committee by $5,000. These recommendations were made with the aim of aligning director compensation more closely with the market median. The Committee approved these recommendations, which were subsequently approved by the Board. The following is a summary of our annual compensation program for our non-employee directors, as paid for service in 2023:
LEIDOS
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CORPORATE GOVERNANCE
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_directorcompensation.jpg
ADDITIONAL CASH RETAINERS
INDEPENDENT
CHAIR(4)
$200,000
COMMITTEE
CHAIR FEES
Audit and Finance Committee Chair
$25,000
Human Resources and Compensation Committee Chair
$20,000
All Other Committees(5)
$15,000
(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)$125,000 in restricted stock units and $50,000 in stock options
(4)Prior to Mr. Shapard’s appointment as independent Chair following our 2023 annual meeting, the Lead Director retainer was $50,000, an increase from the previous $35,000 based on benchmarking with our peer group
(5)An annual cash retainer is paid to the members of the Special Committee, consisting of $15,000 for the Chair and $10,000 for each other member
DEFERRAL PLANS
Non-employee directors are eligible to defer all or any portion of their cash retainers or certain equity compensation into our Keystaff Deferral Plan or Key Executive Stock Deferral Plan, or both. These plans are described in further detail under the caption “Executive Compensation—Nonqualified Deferred Compensation” below.
Stock Ownership Guidelines and Policies
The Board believes that its members should acquire and hold shares of our stock in an amount that is meaningful and appropriate.
OWNERSHIP REQUIREMENTS
DIRECTORS   lllll
At least 5x annual cash retainer
All of our directors continue to observe this holding requirement. In addition to these ownership guidelines, our directors are also subject to policies that prohibit certain short-term or speculative transactions in our securities that we believe carry a greater risk of liability for insider trading violations or may create an appearance of impropriety. Our policy requires directors to obtain preclearance for all transactions in our securities. In 2023, no directors were granted an exception to these requirements.
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2024 PROXY STATEMENT

CORPORATE GOVERNANCE
The following table sets forth information regarding the compensation paid to our directors for service in fiscal 2023:
Name(1)
Fees earned or
paid in cash
($)
(2)
Stock awards
($)
(3)
Option awards
($)
(4)
Total
($)
Gregory R. Dahlberg125,000 125,054 50,007 300,061 
David G. Fubini125,000 125,054 50,007 300,061 
Noel B. Geer155,000 125,054 50,007 330,061 
Miriam E. John140,000 125,054 50,007 315,061 
Robert C. Kovarik, Jr.160,000 125,054 50,007 335,061 
Harry M. J. Kraemer, Jr.— 125,054 50,007 175,061 
Gary S. May125,000 125,054 50,007 300,061 
Surya N. Mohapatra125,000 125,054 50,007 300,061 
Nancy A. Norton(1)
— — — — 
Patrick M. Shanahan125,000 125,054 50,007 300,061 
Robert S. Shapard314,615 125,054 50,007 489,676 
Susan M. Stalnecker125,000 125,054 50,007 300,061 
(1)Thomas A. Bell, our Chief Executive Officer, is not included in this table because he did not receive additional compensation for his services as a director. Mr. Bell’s compensation is disclosed in the “Summary Compensation Table“ on page 74. Vice Admiral Norton was appointed to the Board effective January 1, 2024.
(2)Amounts in this column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director for annual retainer fees, independent lead director fees, and committee and/or chair fees. Non-employee directors are eligible to defer such cash fees into our Keystaff Deferral Plan and Key Executive Stock Deferral Plan. Mr. Kraemer elected to defer all of his fees earned in fiscal 2023 into our Key Executive Stock Deferral Plan.
(3)Amounts in this column reflect the grant date fair value of awards granted in 2023 computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For more information regarding our application of FASB ASC Topic 718, including the assumptions used in the calculations of these amounts, see Note 17 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K as filed with the SEC on February 13, 2024. Non-employee directors are eligible to defer such awards into our Key Executive Stock Deferral Plan. Mr. Kraemer and Mr. Shapard elected to defer all of their restricted stock units granted in fiscal 2023 into our Key Executive Stock Deferral Plan.
At the end of fiscal 2023, the following non-employee directors held the following number of unvested stock units, including unvested stock units in our Key Executive Stock Deferral Plan:
NameUnvested stock units
(#)
Gregory R. Dahlberg1,574 
David G. Fubini1,574 
Noel B. Geer1,574 
Miriam E. John1,574 
Robert C. Kovarik, Jr.1,574 
Harry M. J. Kraemer, Jr.1,574 
Gary S. May1,574 
Surya N. Mohapatra1,574 
Nancy A. Norton
— 
Patrick M. Shanahan1,574 
Robert S. Shapard1,574 
Susan M. Stalnecker1,574 
(4)At the end of fiscal 2023, our non-employee directors held vested options to purchase the following number of shares of our common stock:
NameAggregate shares subject
to outstanding options
(#)
Gregory R. Dahlberg18,391 
David G. Fubini6,188 
Noel B. Geer18,391 
Miriam E. John18,391 
Robert C. Kovarik, Jr.13,412 
Harry M. J. Kraemer, Jr.18,391 
Gary S. May18,391 
Surya N. Mohapatra13,603 
Nancy A. Norton
— 
Patrick M. Shanahan4,434 
Robert S. Shapard18,391 
Susan M. Stalnecker18,391 
LEIDOS
47


PROPOSAL
2
Advisory Vote on Executive Compensation
Recommendation of the Board of Directors
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The Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement.
We are providing our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.
We urge stockholders to read our Compensation Discussion and Analysis (CD&A), which describes in detail how we seek to closely align the interests of our named executive officers with the interests of our stockholders. As described in the CD&A, our compensation programs are designed to:
uPay for performance by tying a substantial majority of an executive’s compensation to the achievement of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the company for long-term success;
uTarget total direct compensation at approximately the median among companies with which we compete for executive talent;
uEnable us to recover, or “clawback,” incentive compensation if there is any material restatement of our financial results, if an executive is involved in misconduct or failure to manage or monitor conduct or risk, as determined by the Committee;
uRequire our executives to own a significant amount of our stock;
uAvoid incentives that encourage unnecessary or excessive risk-taking; and
uCompete effectively for talented executives who will contribute to our long-term success.
The Human Resources and Compensation Committee of the Board believes that these programs and policies are effective in implementing our pay for performance philosophy and achieving its goals. This advisory stockholder vote, commonly known as “Say-on-Pay,” gives you, as a stockholder, the opportunity to advise whether you approve of our executive compensation program and policies by voting on the following resolution:
RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, compensation tables and narrative discussion contained in the “Executive Compensation” section.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in the CD&A and Executive Compensation sections of this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Human Resources and Compensation Committee of the Board. Our Board values the opinions of our stockholders. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the Human Resources and Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
Vote Required
The affirmative vote of a majority of the voting power of common stock present or represented either in person or by proxy and entitled to vote on the matter is required to approve this proposal. Abstentions will have the effect of a vote against the proposal and broker non-votes will not be counted in evaluating the results of the vote. This advisory vote on executive compensation is non-binding on the Board.
Shares of common stock represented by properly executed, timely received and unrevoked proxies will be voted as instructed. In the absence of specific instructions, properly executed, timely received and unrevoked proxies will be voted “FOR” the proposal.
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Letter from the Human Resources and Compensation Committee
Dear Fellow Stockholders,
The “Compensation Discussion and Analysis” section outlines Leidos’ fiscal 2023 executive compensation program. This program is designed to link executive compensation with the successful implementation of Leidos’ key financial and strategic objectives as the management team, led by Tom Bell, guides Leidos through its next decade. Amidst a challenging landscape and an increasingly complex industry, the focus remains on strategically positioning Leidos for sustained growth. The Committee is confident that the 2023 program’s design effectively motivates the management team to fulfill these goals.
In the design of our fiscal 2023 executive compensation program, we emphasized a structure that strongly favors performance-based elements and aligns executive compensation with the interests of our stockholders. We have also incorporated feedback from our stockholders gathered through our engagement program. As a result, the 2023 executive compensation program is characterized by restrained fixed compensation, a pronounced emphasis on equity-oriented pay, and a robust focus on predetermined financial performance targets and stock price growth.
In 2023, the Committee approved a select set of retention bonuses for key executives, underlining our commitment to reward the top-tier talent essential for positioning Leidos to successfully develop and execute its future strategies. Additionally, the Committee was closely involved in succession planning, as we successfully completed our CEO transition and welcomed Tom Bell as Leidos’ Chief Executive Officer.
For fiscal 2024, we will continue to require robust performance for payouts linked to our short-term and long-term incentive plans. We will also introduce new financial performance metrics that we believe are more closely aligned with how our stockholders assess Leidos’ performance.
Our stockholders continue to support our executive compensation program, as evidenced by our say-on-pay voting results. We were pleased by the substantial support for the fiscal 2022 program, which received approval from approximately 95% of the votes cast at the 2023 Annual meeting. We look forward to continue working with the Board of Directors and executive team in supervising and implementing our strategic objectives.
Sincerely,
NOEL B.
GEER
(Chair)
DAVID G.
FUBINI
ROBERT C.
KOVARIK, JR.
GARY S.
MAY
SURYA N.
MOHAPATRA
PATRICK M.
SHANAHAN
LEIDOS
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Compensation Discussion & Analysis
This Compensation Discussion and Analysis, or CD&A, and the tables and narrative that follow provide important information about our executive compensation programs for the prior fiscal year. In this proxy statement, the term “named executive officers” or “NEOs“ refers to the following executive officers:
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_BELL.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-05_424184-1_photo_krone.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_CAGE.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_FASANO.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_PORTER.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-photo_STEVENS.jpg
Thomas
A. Bell
(1)
Roger
A. Krone
(1)
Christopher
R. Cage
Gerard
A. Fasano
(2)
Elizabeth M. Porter(3)
Roy A. Stevens(4)
Chief Executive Officer
Former Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Growth Officer
President, Health and Civil Sector
President, National Security Sector
(1)Upon Mr. Krone’s retirement, Mr. Bell assumed the position of Chief Executive Officer, effective May 3, 2023.
(2)Mr. Fasano served as President, Defense Group, until December 31, 2023, when he was appointed Executive Vice President and Chief Growth Officer. Mr. Fasano’s compensation was not modified as a result of his transition to Executive Vice President, Chief Growth Officer.
(3)Ms. Porter served as President, Health Group, until December 31, 2023, when she was appointed President, Health and Civil Sector. Ms. Porter’s compensation was not modified as a result of her transition to President, Health and Civil Sector.
(4)Mr. Stevens served as President, Intelligence Group, until December 31, 2023, when he was appointed President, National Security Sector. Mr. Stevens’ compensation was not modified as a result of his transition to President, National Security Sector.
In this CD&A, the “Committee” refers to the Human Resources and Compensation Committee of the Board of Directors, which is responsible for overseeing the compensation programs for all of our executives. The tabular disclosures following this CD&A provide data on all of our named executive officers.
Our executive compensation programs are designed to align the interests of senior management with stockholders by tying a significant portion of their potential compensation to the achievement of challenging financial performance goals, which include adjusted operating income, total backlog, operating cash flow, revenue and relative total shareholder return. A small portion is also contingent on personal and leadership goals and behaviors. We believe these factors contribute to a top-tier workplace environment, improve our efficiency and effectiveness, help us to win key business opportunities and ultimately drive long-term value for stockholders.
Table of Contents
Executive Summary
In this section, we discuss our business performance highlights for 2023 relating to pay, our executive compensation philosophy, provide an overview of our pay program, summarize changes to our compensation for 2024, and highlight certain of our compensation practices.
uSee Page 51
How We Determine Total Direct Compensation
In this section, we discuss roles and responsibilities in determining compensation, our processes to determine total direct compensation, summarize previous stockholder advisory votes, and discuss our assessment of risks in our compensation programs.
uSee Page 56
Compensation Decisions for Fiscal 2023
In this section, we discuss each compensation element of our 2023 program, including financial and personal performance factors.
uSee Page 62
Other Policies and Considerations
In this section, we discuss our equity award grant practices, stock ownership guidelines, hedging and short-term or speculative transactions policy, compensation recoupment policy and tax deductibility of executive compensation.
uSee Page 72
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2024 PROXY STATEMENT

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
EXECUTIVE SUMMARY
BUSINESS PERFORMANCE HIGHLIGHTS FOR 2023 RELATED TO PAY
Our business performance in 2023 was strong. We ended fiscal 2023 with reported revenues of $15.4 billion, an increase of 7% compared to the prior fiscal year. Our performance builds on Leidos’ success as a leading provider of inventive solutions, with the goal of addressing the world’s most vexing challenges in national security and health. Our diversified and resilient portfolio and our investments in technology and innovation are positioning us for growth in key customer missions, including digital modernization, cyber operations, mission software systems, integrated systems and mission operations. In fiscal 2023, we delivered on our financial commitments to investors, allocated capital to deliver value for our stockholders, won programs that position us for future growth, and grew our talent base.
The data set forth below include the performance metrics that form a significant part of our 2023 compensation targets. We achieved 101.4% of our book-to-bill compensation target, demonstrating a strong foundation for growth. Adjusted operating income reached 107.8% of compensation target. We also achieved 166.4% of our operating cash flow compensation target, reflecting strong performance across the enterprise. We provide additional information regarding these compensation metrics, including a definition of such metrics and adjustments made for our compensation programs from the reported metrics, in “Annual Cash Incentive Awards for Fiscal 2023” on page 62.(1)(2)
Giving us a strong foundation for growth, we achieved:(1)
5-YEAR COMPARISON OF CUMULATIVE TOTAL RETURN
ADJUSTED OPERATING INCOME
BOOK-TO-BILL
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-linechart_Cumulative_Total_Return.jpg
$1.55 billion
1.07x
Reflecting strong performance across all our operational segments, we achieved:
OPERATING CASH FLOW
REVENUE
$1.17 billion
$15.4B or
7% increase
compared to FY22
(1)Amounts shown for fiscal 2023, other than revenue, are adjusted metrics as used in our compensation targets.
(2)We use financial measures in this proxy statement that are not measures of financial performance under U.S. generally accepted accounting principles (GAAP), in particular as compensation targets. These non-GAAP measures should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. Other companies may not define or calculate these non-GAAP measures in the same way. We provide a reconciliation of non-GAAP measures used as compensation targets in this proxy statement on page 64.
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PHILOSOPHY
We believe that executive pay should be largely variable, equity-based, and tied to preset performance goals, and this is demonstrated in our pay mix and design.
LIMITED FIXED COMPENSATIONPREDOMINANTLY
EQUITY-BASED PAY
FOCUS ON PRE-SET 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 16% 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 59% of target total direct compensation. This reflects our belief that equity should comprise the largest component of executive pay.
The vast majority of the annual cash incentive—80% of the target opportunity—is tied to preset, quantifiable goals. Similarly, 80% of the target opportunity for long-term incentives are tied to preset 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.
52
2024 PROXY STATEMENT

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
PAY AT A GLANCE
The following table summarizes the elements of our executive compensation program for 2023:
Pay
Element
CEOOther
NEOs
Description and PurposeTime PeriodMetrics
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 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_ceoBaseSalary.jpg
 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_neoBaseSalary.jpg
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.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-text_vertical-annualcash1.jpg
 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-03_424184-1_ceoACI.jpg 
 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_neoACI.jpg
uVariable cash compensation based on performance against annually established targets and individual performance.
1-year performance period
Financial (80%)
uAdjusted Operating Income (40%)
uOperating Cash Flow (30%)
uBook-to-Bill (30%)
uDesigned to reward executives for annual performance on key operational and financial measures, as well as individual performance.
Personal (20%)
uPersonal Achievements—Adjustment factor of 0% to 200% applied based on evaluation of leadership values, such as ethics and integrity, personal development and engagement.
uEngage Modifier—Modifier of 80% to 115% applied to the personal score based on how leaders connect, develop and empower our people to thrive and do their best work.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-pg52-07.jpg
 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-text_vertical-performshares.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_ceoPSA.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_PSAs_NEO-08.jpg
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.
3-year performance period
uRelative Total Shareholder Return (50%)
uRevenue (50%)
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-text_vertical-longterm.jpg
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_ceoPRSU.jpg
 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_PRSUs_NEO-09.jpg 
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.
3-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.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-text_vertical-stockoptions.jpg
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 https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-piechart_pay at glance_neoStockOption.jpg
Rewards longer-term stock price appreciation.
3-year ratable annual vesting with a 7-year term
Stock price appreciation (100%)
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Pay Composition
The chart below depicts each principal element of target compensation as a percentage of total direct compensation for each of our named executive officers for 2023.
https://cdn.kscope.io/7fdce3270ac98dab02d1b4853a1988e4-03_424184-1_bar_paycomposition.jpg
(1)Percentages shown for Mr. Bell exclude his cash sign-on bonus, as this was a one-time compensation decision associated with his hiring.
(2)Base salary disclosed does not reflect hourly rate associated with consulting employee status.
(3)Percentages shown for Mr. Cage, Mr. Fasano, Ms. Porter and Mr. Stevens do not include a one-time retention award of restricted stock units granted on August 8, 2023. This award has a grant date fair value of $1 million and a cliff vesting period of three years.
2024 COMPENSATION CHANGES AT A GLANCE
uEach year, we perform a comprehensive review of our executive compensation program in consideration of our performance, the performance of our peer group, 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.
uWe believe the changes for the 2024 compensation program are in the best interest of Leidos’ stockholders, and are aligned with our pay for performance philosophy and the dynamic nature of executive compensation practices and developments in our business and industry.
Changes to Short-Term Incentive Plan
2023 Program
2024 Program
MetricWeightMetricWeight
Adjusted Operating Income40%
Adjusted EBITDA Margin (%)
40%
Operating Cash Flow
30%
Operating Cash Flow
30%
Book-to-Bill
30%
Revenue
30%
uWe will introduce a +/- 20% modifier to our short-term incentive plan. This modifier will be assessed based on personal goals and behaviors, and measure the employees on how they lead their teams, business, work and themselves. 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. When warranted, we may apply downward discretion to the modifier. We believe that these changes will further align our executive compensation program with sustained stockholder performance and hold our executives accountable for making progress towards our commitment to fostering a strong, inclusive culture at Leidos.
Enterprise Functions
Enterprise Financial Results
(100%)
 +/-
Modifier (20%)
=
Annual Cash
Incentive Award
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2024 PROXY STATEMENT

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Sector Presidents