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DEF 14A 1 d293127ddef14a.htm DEF 14A DEF 14A

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LOGO

leidos 2022 PROXY STATEMENT Notice of Annual Meeting of Shareholders Making the world safer, healthier, and more efficient. April 29, 2022

LOGO

About Leidos Leidos is a FORTUNE 500® technology, engineering, and science company that provides services and solutions in the defense, intelligence, civil and health markets, both domestically and internationally. We bring domain-specific capabilities and innovations to customers in each of these markets by leveraging five technical core competencies: 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 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 31, 2021 (“fiscal 2021”) from U.S. government contracts. 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. 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. DEFENSE 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. KEY STATISTICS Headquarters: 43,000 +/- Reston, Virginia employees worldwide MARKETS WORKFORCE CIVIL 49% 20%+ $ Employees are 3.2B 2021 Have Clearance a Military Veterans $13.7B DEFENSE $ REVENUE 8.0B Operation MVP is HEALTH 22% our company-wide $ initiative to hire, train, 2.5B Have Advanced and support returning Degrees veterans.

LOGO

Dear Fellow Shareholders, Each year, I am thankful for the opportunity to reflect on our accomplishments and extend my gratitude to you, our shareholders. 2021 brought another wave of challenges, along with rewarding outcomes as we worked to make the world safer, healthier, and more efficient. Throughout the ongoing pandemic, Leidos maintained its reputation as a trusted, global provider of technology, science, and engineering solutions to government and highly regulated commercial customers. The diversity of our portfolio served us well and was vital to our resilience, preparation, and success. Our growth continued last year, including through our acquisition of the 1901 Group, a leading provider of managed IT services and cloud solutions to private and public markets. Additionally, Leidos also completed the acquisition of Gibbs and Cox, the largest independent naval architecture and marine engineering firm in the United States. The company covers the entire spectrum of today’s maritime industry, from concept development to production and in-service support. Our business development team secured opportunities with NASA, the U.S. Air Force, the Defense Information Systems Agency (DISA), the Department of Energy, the United Kingdom Home Office, and the Australian Ministry of Defence. In addition, Leidos received a substantial contract to support the Federal Aviation Administration (FAA)’s NextGen program including En Route Automation Modernization. Our team also secured major health contracts, including a contract providing counseling and outreach services at 100+ U.S. military installations in support of the DoD’s Military Family Life Counseling Program and another providing health readiness support services supporting the Defense Health Agency Reserve Health Readiness Program. These are just a few examples of our collaborative business achievements – we continue to work diligently to support our customers and their important missions. Leidos achieved FY21 revenue of $13.737 billion, a 12% increase from the prior year. In November of last year, Leidos announced Next Level Leidos, the company’s environmental, social, and governance (ESG) goals. Next Level Leidos introduces new sustainability focus areas and metrics to positively impact both people and the planet. This new approach builds on Leidos’ mission and focuses on making meaningful progress in three key areas: health and well-being, diversity and inclusion, and environmental stewardship. Next Level Leidos ultimately represents our commitment to being a responsible and engaged corporate citizen. We remain dedicated to building a future where our people and technology contribute to a more sustainable world. As a company, we continued our journey to create a more inclusive and diverse culture, forming an Enterprise Inclusion Council to help identify and champion innovative actions that create a more inclusive work environment. We are pleased to report that our efforts did not go unnoticed, as we were named to Forbes’ list of America’s Best Employers for Diversity. Thanks to the support and trust of our shareholder community, Leidos continues to grow and succeed, building on our momentum to execute in 2022. Now at 43,000 employees and growing, our sense of purpose and commitment to stakeholders enables us to connect more deeply with our customers while addressing the great challenges of our time with agility. I’m incredibly proud of our performance and remain focused on the year ahead as we continue to deliver value for you. Roger Krone Chairman and Chief Executive Officer

Notice of Annual Meeting of Stockholders


Friday, April 29, 2022		Leidos Holdings, Inc.
9:00 a.m. ET		www.virtualshareholdermeeting.com/LDOS2022

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 exclusively via live webcast at www.virtualshareholdermeeting.com/LDOS2022, on Friday, April 29, 2022, at 9:00 a.m. ET and at any and all adjournments, postponements or continuations of the meeting. This proxy statement and the proxy and voting instruction card are first being sent or made available to our stockholders on or about March 16, 2022.

2022 Virtual Stockholder Meeting:

Due to the continued public health impact of the COVID-19 pandemic and advisories issued by government authorities limiting public gatherings, and to support the health and well-being of our stockholders and employees, we will hold our annual meeting in a virtual-only format via the Internet. You will be able to attend the annual meeting online. We are committed to ensuring that stockholders will be afforded the opportunity to vote and ask questions, similar to an in-person meeting. We encourage you to access the meeting prior to the start time. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/LDOS2022.

To be admitted to the annual meeting and access the stockholder list, go to www.virtualshareholdermeeting.com/LDOS2022 and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may ask questions or vote during the annual meeting by following the instructions available on the meeting website during the meeting. If you are not eligible to participate in the meeting as a stockholder or you do not have your control number, you may listen to a webcast of the meeting by visiting www.virtualshareholdermeeting.com/LDOS2022 and logging on as a guest. Guests will not be able to ask questions or vote at the meeting.

Items of Business:

1.	Elect twelve directors;

2.	Approve, by a non-binding, advisory vote, the compensation of our named executive officers; and

3.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2022.

Stockholders will also transact such other business as may properly come before the meeting or any adjournments, postponements or continuations of the meeting.

Record Date: March 9, 2022


Annual Report:		The Leidos 2021 Annual Report on Form 10-K and the Leidos Proxy Statement are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT! You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or by attending and voting online at the annual meeting of stockholders. Please refer to the section “How do I vote my shares?” in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote online at the annual meeting of stockholders, you do not need to mail in a proxy card.


				By Order of the Board of Directors,


				Benjamin A. Winter
				Corporate Secretary
				March 16, 2022

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.

Meeting Information

Date and Time: April 29, 2022, 9 a.m. ET

Virtual Meeting: www.virtualshareholdermeeting.com/LDOS2022

Record Date: March 9, 2022

How to Vote

Voting Items and Recommendations


Proposal	Board Recommendation	Additional Information

Election of Directors	FOR each nominee	See pages 1 through 7 for more information on our nominees

Advisory Vote on Executive Compensation	FOR	See page 23 for details

Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	See page 51 for details

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:

Independent Lead Director with robust and well-defined responsibilities

Executive session during every Board meeting led by the Independent Lead Director without management present

No supermajority stockholder voting requirements in our charter or bylaws

Proxy access right for stockholders

Annual election of all directors

Majority voting with resignation policy for directors in uncontested elections

Annual Board and Committee evaluations, periodic, third-party facilitated evaluations

Risk oversight by Board and Committees

Independent directors focus on executive succession planning

Independent Committee chairs

Annual advisory vote on executive compensation

Meaningful stock ownership requirements for directors and executives

Robust board refreshment process, including a focus on skills, diversity and ethics

Annual review of Committee charters and Corporate Governance Guidelines

2022 Proxy Statement | i

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. For additional information regarding our director nominees and our criteria for Board membership, see “Nominees for Election to the Board of Directors” on page 1 and “Criteria for Board Membership” on page 9.

LOGO

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 1.

Senior Leadership Experience

Financial Expertise

Innovation and Technology Expertise

International Business Experience

Public Company Experience

Government and Military Expertise

Risk Management Experience

Human Capital Management Expertise

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:

Pay 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;

Target total direct compensation at approximately the median among companies with which we compete for executive talent;

Enable 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;

Require our executives to own a significant amount of our stock;

Avoid incentives that encourage unnecessary or excessive risk-taking; and

Compete effectively for talented executives who will contribute to our long-term success.

ii | 2022 Proxy Statement

The following table summarizes certain highlights of our executive compensation practices and policies:

What We Do

Use predominantly equity-based pay

Use rigorous goal setting aligned with pre-established targets

Use “clawback” provisions to promote accountability

Use balanced performance metrics that consider absolute and relative performance

Conduct annual compensation review and risk assessment

Use meaningful equity ownership guidelines

Retain an independent compensation consultant

What We Don’t Do

No excessive perquisites

No “golden parachutes”

No “single-trigger” severance benefits or accelerated vesting of equity upon a change in control

No multiyear guaranteed incentive awards for senior executives

No excise tax “gross-ups” upon a change in control

No discounting, reloading or repricing of stock options without stockholder approval

For additional information regarding our compensation programs and decisions for the fiscal year ended December 31, 2021, or fiscal 2021, see “Compensation Discussion and Analysis” on page 24.

Environmental, Social and Governance (“ESG”) Highlights

We believe that Leidos’ environmental, social and governance efforts are deeply tied to our mission of making the world safer, healthier and more efficient. In 2021, Leidos took significant steps to further advance its sustainability goals by launching the “Next Level Leidos” initiative, which establishes the Company’s ESG goals for 2030. In establishing Next Level Leidos, we partnered with key stakeholders, conducted an assessment and developed a new approach to our ESG initiatives. Our strategy is focused on further cultivating inclusion, advancing environmental sustainability and promoting healthier lives for our employees and communities. For additional information regarding the Board’s role in oversight of our ESG programs and initiatives, see “Environmental, Social and Governance (“ESG”) Oversight “ beginning on page 12.

Awards and Recognition

In 2021, our ESG practices continue to be recognized by a wide range of organizations and publications:

Best Places to Work for LGBTQ Equality from the Human Rights Campaign (100% rating)

World’s Most Ethical Companies Honoree from Ethisphere (four consecutive years)

Gold Medallion from the U.S. Labor Department HIRE Vets program

Best of the Best on U.S. Veteran Magazine’s Top Veteran-Friendly Companies

Best Places to Work for Disability Inclusion from the Disability Equality Index (100% score)

Leading Disability Employer Seal from the National Organization on Disability

Silver Award from Military Friendly Employers

#3 on Military Friendly’s Supplier Diversity Program ($5 billion & over)

#5 on Fortune’s World’s Most Admired Companies (IT services)

#18 on Career Communication Group’s Top Supporters of HBCU Engineering Schools

#34 on Military Times’ Best for Vets Employers

#34 on Careers & The Disabled Magazine’s Top 50 Employers

#82 on Forbes’ World’s Top Female-Friendly Companies

#90 on Forbes’ America’s Best Employers for Veterans

2022 Proxy Statement | iii

LEIDOS HOLDINGS, INC.

Proxy Statement

Table of Contents



Proxy Summary			i

Proposal 1 — Election of Directors			1
Recommendation of the Board of Directors			1
Majority Voting Standard in Uncontested Director Elections			1
Nominees for Election to the Board of Directors			1

Corporate Governance			8
Corporate Governance Guidelines			8
Codes of Conduct			8
Director Independence			8
Criteria for Board Membership			9
Limitations on Other Board Service			9
Director Nomination Process			9
Stockholder Recommendations and Nominations of Director Candidates			10
Retirement Age and Board Refreshment			10
Annual Board and Committee Evaluation Process			10
Board Leadership Structure			10
Director Orientation and Continuing Education			11
The Board’s Role in Corporate Oversight			12
Board of Directors Meetings			15
Board Committees			16
Committee Responsibilities			17
Director Compensation			18
Related Party Transactions			21
Stockholder Engagement			22
Communications with the Board of Directors and Investor Relations			22

Proposal 2 — Advisory Vote on Executive Compensation			23
Vote Required			23
Recommendation of the Board of Directors			23

Compensation Discussion and Analysis			24
Human Resources and Compensation Committee Report			38
Summary Compensation Table			39
Grants of Plan-Based Awards			40
Outstanding Equity Awards at Fiscal Year-End			42
Option Exercises and Stock Vested			43
Nonqualified Deferred Compensation			43
Potential Payments Upon Termination or a Change in Control			45
Treatment of Equity Awards Upon Termination			48
Pay Ratio Disclosure			49

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm			51
Vote Required			51
Recommendation of the Board of Directors			51

Audit Matters			52
Audit and Finance Committee Report			52
Independent Registered Public Accounting Firm			53
Audit and Non-Audit Fees			53
Pre-Approval Policies and Procedures			53

Other Information			54

Delinquent Section 16(a) Reports			54
Stock Ownership and Certain Beneficial Owners			54
Stock Ownership of Directors and Officers			55
Stockholder Proposals for the 2023 Annual Meeting			56

Frequently Asked Questions			57

Internet Availability of Proxy Materials			60

Proposal 1 — Election of Directors

At the annual meeting, stockholders will vote on the election of twelve directors to serve for one-year terms to hold such positions until their successors are elected and qualified unless any such director resigns or is removed prior to the end of such 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.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR each nominee.

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 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 2022 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 the tendered resignation and recommend to the Board the action to be taken. The Board will consider the Committee’s recommendation and disclose its decision as to whether 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 below 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.

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 diversity of our company. Our board membership criteria and director nomination process are described in the “Corporate Governance” section of this proxy statement.

2022 Proxy Statement | 1

Proposal 1 — Election of Directors

GREGORY R. DAHLBERG

Director Since 2016

Age: 70

Leidos Committees:

Audit & Finance

Human Resources & Compensation

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 management and operation of the United States 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.

Mr. Dahlberg’s executive management background in government and industry and his expertise in federal budgeting and congressional affairs provide the Board with experience that is highly relevant and valuable to our business as a government contractor.

LOGO

DAVID G. FUBINI

Director Since 2013

Age: 68

Leidos Committees:

Human Resources & Compensation

Corporate Governance & Ethics

Current Public Company Directorships

Bain Capital Specialty Finance, Inc.

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 Director of 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 leader of the Firm’s Worldwide Merger Integration Practice.

Mr. Fubini’s 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.

2 | 2022 Proxy Statement

Proposal 1 — Election of Directors

LOGO

MIRIAM E. JOHN

Director Since 2007

Age: 73

Leidos Committees:

Corporate Governance & Ethics

Technology & Information Security (Chair)

Dr. John retired from Sandia National Laboratories, a science and engineering laboratory, after serving since 1982 in a number of managerial and technical roles, most recently of which was as Vice President of Sandia’s California Division. Dr. John has been a long-time member of the Department of Defense’s Defense Science Board. She is the past chair of the National Academies’ Naval Studies Board and a member of its Intelligence Community Studies Board and has served on the Board on Chemical Sciences and Technology and the Board on Army Science and Technology. She also serves on the boards of a number of federally funded national security laboratories, including MIT Lincoln Lab and Lawrence Livermore National Laboratory. She is a Senior Fellow and past Chair of the California Council on Science and Technology. She has also been elected a National Associate of the National Academies and is the recipient of the Department of Defense’s prestigious Eugene G. Fubini Award and the Navy’s Superior Public Service Award for her advisory contributions.

Dr. John is a highly respected scientist, speaker and consultant on both technical and leadership topics. She brings to our Board her diverse experience managing multi-disciplinary science and engineering organizations supporting national security, energy and defense. Our Board believes that Dr. John’s scientific background and leadership experience enable her to provide critical perspectives on technical, cybersecurity, national security and organizational issues important to our business.

LOGO

ROBERT C. KOVARIK, JR.

Director Since 2018

Age: 72

Leidos Committees:

Audit & Finance (Chair)

Human Resources & 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 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 Ernst & Young, 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.

Mr. Kovarik’s broad experience advising government and commercial clients, and his financial and accounting expertise, are important to our Board in fulfilling its oversight responsibilities. Mr. Kovarik is an “audit committee financial expert,” as defined by SEC rules.

2022 Proxy Statement | 3

Proposal 1 — Election of Directors

LOGO

HARRY M.J. KRAEMER, JR.

Director Since 1997

Age: 67

Leidos Committees:

Audit & Finance

Corporate Governance & Ethics

Current Public Company Directorships

Dentsply Sirona Inc.

Option Care Health, Inc.

Former Directorships During Past 5 Years

VWR Corporation

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 Chairman 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.

Mr. Kraemer brings comprehensive executive management experience to our Board as a former Chairman, 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.

LOGO

ROGER A. KRONE

Chair of the Board and Chief Executive Officer

Director Since 2014

Age: 65

Leidos Committees:

Technology & Information Security

Current Public Company Directorships

Lear Corporation

Former Directorships During Past 5 Years

BorgWarner Inc.

Mr. Krone has served as our Chief Executive Officer since July 2014 and as the Chair of the Board since March 2015. Prior to his appointment as our Chief Executive Officer, Mr. Krone served as President of Network and Space Systems for The Boeing Company since 2006. Mr. Krone previously held various senior program management and finance positions at Boeing, McDonnell Douglas Corp. and General Dynamics. Mr. Krone is also a certified public accountant (inactive).

Mr. Krone’s in-depth knowledge of our industry gained by decades of experience in a variety of roles at leading companies provides valuable insights and leadership for our Board. In addition, 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.

4 | 2022 Proxy Statement

Proposal 1 — Election of Directors

LOGO

GARY S. MAY

Director Since 2015

Age: 57

Leidos Committees:

Human Resources & Compensation

Technology & Information Security

Dr. May has served as the 7th Chancellor of the University of California at Davis since August 2017. 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.

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 provides special insight and perspectives that the Board views as important to us as a leading science and technology company.

LOGO

SURYA N. MOHAPATRA

Director Since 2016

Age: 72

Leidos Committees:

Human Resources & Compensation

Technology & Information Security

Current Public Company Directorships

Xylem Inc.

Dr. Mohapatra has held senior leadership positions in the health care industry for more than 30 years, most recently as the Chairman, President and Chief Executive Officer of Quest Diagnostics Incorporated, 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 is currently a member of the board of Xylem Inc., a leading global water technology and transport company. He is also a Trustee of The Rockefeller University and an Executive in Residence at the Columbia Business School.

Dr. Mohapatra’s extensive executive leadership experience in the health care industry, his service on other major public company boards and experience in technology and cybersecurity provide valuable perspectives to our Board.

2022 Proxy Statement | 5

Proposal 1 — Election of Directors

PATRICK M. SHANAHAN

Director Since 2022 (new nominee)

Age: 59

Leidos Committees:

Corporate Governance & Ethics

Technology & Information Security

Current Public Company Directorships

Spirit AeroSystems Holdings, Inc.

Zanite Acquisition Corp.

Mr. Shanahan served as the 33rd Deputy Secretary of Defense. He served as 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.

Mr. Shanahan’s 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 board experience and broad expertise in cybersecurity, information technology, artificial intelligence, cyber operations and global security issues provide 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.

LOGO

ROBERT S. SHAPARD

Lead Director

Director Since 2013

Age: 66

Leidos Committees:

Audit & Finance

Corporate Governance & Ethics (Chair)

Current Public Company Directorships NACCO Industries, Inc.

Mr. Shapard currently serves as Chairman of the board of directors of 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.

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 on our Board’s Audit & Finance Committee. He is an “audit committee financial expert,” as defined by SEC rules.

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Proposal 1 — Election of Directors

LOGO

SUSAN M. STALNECKER

Director Since 2016

Age: 69

Leidos Committees:

Audit & Finance

Technology & Information Security

Current Public Company Directorships

Bioventus Inc.

The Macquarie Optimum Funds

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 and Risk Committee. In addition, Ms. Stalnecker serves on the board of directors of The Macquarie Optimum Funds, 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 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.

Ms. Stalnecker brings to our Board diverse business experience, including financial acumen important to our Board’s Audit & Finance Committee. She is an “audit committee financial expert,” as defined by SEC rules.

LOGO

NOEL B. WILLIAMS

Director Since 2013

Age: 67

Leidos Committees

Corporate Governance & Ethics

Human Resources & Compensation (Chair)

Ms. Williams is the retired President of HCA Information Technology & Services, Inc., a wholly-owned subsidiary of Nashville-based Hospital Corporation of America. Ms. Williams 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. Williams 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 (NAHIT), The HCA Foundation and the American Hospital Association Working Group for Health IT Standards. Ms. Williams 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.

Ms. Williams 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.

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Corporate Governance

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. As a result, 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 “Corporate 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.

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 “Corporate 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.

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.

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, Dr. John, Mr. Kovarik, Mr. Kraemer, Dr. May, Dr. Mohapatra, Mr. Shanahan, Mr. Shapard, Ms. Stalnecker and Ms. Williams 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.

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The Board has also determined that our former director Frank Kendall III was independent under those standards during the period in 2021 that he served on the Board. Mr. Kendall resigned from the Board effective July 27, 2021, following his confirmation to serve as the United States Secretary of the Air Force.

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:

Expertise and involvement in areas relevant to our business such as defense, intelligence, science, healthcare, technology, finance, government or commercial and international business;

Interpersonal skills, substantial personal accomplishments and diversity as to race, gender identity, age, race, ethnic background, sexual orientation, culture and experience;

Commitment to business ethics, professional reputation, independence and understanding of the responsibilities of a director and the governance processes of a public company;

Demonstrated leadership, with the ability to exercise sound judgment informed by a diversity of experience and perspectives; and

Benefits 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.

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 us. 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, the Chair of the Board or the Independent Lead Director, 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 a 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 our Code of Business Conduct of the Board of Directors.

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.

When vacancies on the Board are anticipated or otherwise arise, 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. The 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 Committee may also retain a professional search firm to assist in developing a list of qualified candidates. The Corporate Governance and Ethics Committee would also consider any stockholder recommendations for director nominees that are

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Corporate Governance

properly received. The 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. The 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 2021 annual stockholder meeting, except for Mr. Shanahan, who was appointed to the Board in February 2022 and was recommended to the Corporate Governance and Ethics Committee by a third-party director search firm.

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 biographical sketch, 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 may also nominate a person for election as a director by complying with the procedures set forth in our bylaws.

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 newer perspectives 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. The Board 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 directors.

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. 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:


^u Board’s Performance		^u Duties and Responsibilities

^u Board Composition, Skills, and Diversity		^u Processes and Resources

^u Board and Committee Meetings and Structure		^u Areas of Focus

^u Management Relations		^u Culture

^u Risk Oversight by Board and Committees

For fiscal 2021, the evaluation included utilizing a third-party facilitator to undertake an in-depth study of its own effectiveness to continuously improve governance and support the Company’s performance. The evaluation process sought direct feedback from each director and senior members of management, and the results were reported to and discussed with the Board. The report includes an assessment of the Board’s strengths and areas of opportunities, including a discussion regarding the Board’s composition, structure and oversight duties.

Board Leadership Structure

The Board is currently led by Roger A. Krone as Chair and Chief Executive Officer and Robert S. Shapard as Independent Lead Director. Our Board believes that it is in the best interests of stockholders for the Board to have the flexibility to

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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 an effective governance framework and allows us to benefit from Mr. Krone’s talent, knowledge, and leadership as Chief Executive Officer to efficiently lead our Board. We also maintain strong independent and effective oversight of our business through our Independent Lead Director, independent Board committee chairs, experienced and committed directors and frequent executive sessions without management in attendance. Our Board believes that these factors, 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 may decide to separate or combine the roles of Chair of the Board and Chief Executive Officer, if appropriate, at any time in the future. 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.

Our Lead Director is empowered with, and exercises robust, well-defined duties, which include:

Reviewing and approving meeting agendas and the annual schedule of meetings;

Providing input to the Chair on the quantity, quality and timeliness of information provided to the Board;

Calling and chairing all meetings of the independent directors and apprising the Chair of the issues considered, as appropriate;

Presiding, in the Chair’s absence, at Board meetings and the annual meeting of stockholders;

Helping the Chair facilitate full and candid Board discussions, ensuring all directors express their views on key Board matters and assisting the Board in achieving a consensus;

Being authorized to attend all committee meetings, as appropriate;

Serving as the liaison between the independent directors and the Chair and Chief Executive Officer;

Being available for consultation and direct communication with significant stockholders and other key stakeholders, if requested;

Collaborating with the Human Resources and Compensation Committee on the annual performance evaluation of the Chief Executive Officer;

Collaborating with the Corporate Governance and Ethics Committee on the performance and structure of the Board and its committees, including the performance of individual directors;

On behalf of the independent directors, retaining such counsel or other advisors as they deem appropriate in the conduct of their duties and responsibilities; and

Performing such other duties as the Board may determine from time to time.

Our Board is committed to strong corporate governance and believes that Board independence and oversight of management are effectively maintained through the Board’s current composition, committee structure and the independent Lead Director position. The Board’s Audit and Finance, Human Resources and Compensation and Corporate Governance and Ethics Committees are each comprised entirely of independent directors.

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.

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The Board’s Role in Corporate Oversight

Risk Oversight

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 also oversees risk in particular areas through its committee structure:

The 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.

The Human Resources and Compensation Committee evaluates risks potentially arising from the company’s human resources and compensation policies and practices.

The Corporate Governance and Ethics Committee oversees risks associated with governance and other ESG risks, including unethical conduct and political, social, environmental and reputational risks.

The Technology and Information Security 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.

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 Committee, 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.

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. 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. Management provides our Board and the Technology and Information Security Committee with regular updates about 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. In addition, we require our employees to take annual training on information security, including cybersecurity and global data privacy requirements and compliance measures. We 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.

Environmental, Social and Governance (“ESG”) Oversight

Our Board and the Corporate Governance and Ethics 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 quarterly. The 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. The Corporate Governance and Ethics Committee also reviews and recommends policies and procedures to maintain a business environment committed to high standards of ethics, integrity and legal compliance.

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Our Board and the Human Resources and Compensation Committee regularly review with management our diversity and inclusion initiatives, including recruitment, training and development efforts, as well as employee benefits and resources, and discusses metrics relating to such initiatives at least quarterly.

In 2021, the world faced unprecedented challenges, including the evolving COVID-19 pandemic, racial and social injustice and numerous natural disasters, among others. 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 creating 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. We provide additional details regarding those teams in the sections below.

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 GRI^™ Sustainability Reporting Standards and strives for continuous improvement, alignment with industry best practices and leadership in corporate sustainability and responsibility. As a result, the Company periodically re-evaluates and updates its sustainability and corporate responsibility programs and how it shares progress with stakeholders.

In 2019, Leidos produced its first Sustainability Accounting Standards Board (“SASB”) Disclosure Supplement.

In 2021, Leidos released its 12^th Annual Report covering the calendar year 2020, integrating its GRI^™ Index and SASB Standards into one document to provide a comprehensive view of corporate performance in this area.

In 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.

In 2022, for the first time, Leidos published 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/esg-goals. 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.

Environmental Matters

We believe environmental stewardship is a key element of corporate responsibility and contributes to the environmental well-being of our communities. We aim to contribute to our high-performance culture by creating a greener company that is consistent with our corporate values to be a good environmental steward in the communities where we live and work. We are also committed to operating a sustainable business that protects the health and safety of our employees, our communities, our customers and the environment. Through our philanthropic efforts, we strive to create a sustainable future, including working side-by-side with community organizations providing critically important services and opportunities to those most in need.

We have established a management-level Sustainability Working Group (“SWG”), comprised of senior leaders from across the Company, including customer-facing sustainability experts. The SWG is actively engaged in overseeing ESG programs and strengthening ESG practices to support responsible and sustainable growth. The SWG conducts biannual reviews of internal climate-related risk register in accordance with best practices. The SWG also conducts scenario analysis into the Leidos climate-related risk assessment process, conducting a risk review alongside members of the Company’s enterprise risk management team. Climate-related operational opportunities are reviewed biannually and managed by the SWG in parallel with outside experts. Climate-related business opportunities are generally managed by the business lines at least at the business group-level and are reviewed quarterly.

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Corporate Governance

Operating sustainably also underpins the Leidos mission and helps optimize the Company’s performance. In 2021, Leidos continued to take action to protect the environment, both through the work we do for our customers and the steps taken to reduce our own impacts. In 2010, Leidos pledged to reduce greenhouse gas (“GHG”) emissions by 25% by 2020. As of 2020, Leidos had achieved an absolute reduction of 58% in scope 1 and 2 GHG emissions below 2010 levels, exceeding the legacy target. In 2017, Leidos began measuring scope 3 GHG emissions from employee commuting and business travel to more thoroughly understand our environmental impacts and to identify opportunities to reduce our indirect GHG emissions. Additionally:

In 2021, Leidos was recognized by the global environmental non-profit Carbon Disclosure Project (“CDP”) for its corporate sustainability and emissions management efforts. Leidos has provided disclosures through CDP since 2015.

With more than 45 years of environment, energy and critical infrastructure experience, one of every four Fortune 500^® companies is a valued Leidos client. Leidos currently provides $1.2 billion of support to clients across environmental and energy markets, including nine federal agencies and all five U.S. military branches.

During the height of the COVID-19 pandemic, Leidos opened its new LEED-certified Global Headquarters in Reston, Virginia and continued planning for a LEED Silver facility in San Diego, CA. In addition to operating and occupying sustainable facilities, the Company responsibly decommissioned existing buildings by recycling or donating e-Waste, furniture, and supplies. Throughout the pandemic, Leidos coordinated 51 projects that diverted more than 285.2 tons of surplus from landfills and donated more than 233,000 pounds of furniture and supplies to multiple charities from our Reston and Gaithersburg locations.

Social Issues and our Communities

Leidos is committed to actively supporting the communities where our employees live and work through philanthropic efforts, volunteerism, sustainable operations and advancement of equality. We strive to create a sustainable future that includes working side-by-side with community organizations providing critical services and opportunities to those most in need. Our employees are empowered to uphold our values, creating a culture that makes Leidos unique. Below are examples of how Leidos has supported the communities where employees live and work:

Leidos made more than $6.5 million in charitable donations and our employees contributed approximately 24,000 volunteer hours to a wide variety of company-sponsored causes including STEM education, basic needs and wellness, ethics, leadership and support to military and intelligence personnel and their families.

We donated over $300,000 to the U.S. Centers for Disease Control and Prevention Foundation in support of their “All of Us Crush COVID” campaign and partnered with the Equal Justice Initiative, donating $250,000 to support in-school programming to help educate youth on combating racial injustice.

Leidos awarded over $1.8 billion in contracts to small businesses through our Leidos Small Business Program (“LSBP”). LSBP is a proactive program designed to drive the use of specific vendors and suppliers, including minority-owned, women-owned, veteran owned, service disabled veteran owned, historically underutilized businesses and Small Business Administration-defined small business.

Mental Health and Well-Being

In 2020, we introduced our flagship social purpose campaign: Mission for the Mind: Advancing Mental Health Solutions. Leidos is committed to prioritizing the mental health of employees, their families and the broader communities where the Company operates. The program focuses on:

Anti-opioids and substance use disorder prevention;

Anxiety, depression and COVID-19-related impacts; and

Suicide prevent efforts, especially related to veterans and the emerging vulnerable population of healthcare workers.

COVID-19

In response to the evolving COVID-19 crisis, we shifted our business practices, by transitioning to remote work for most employees and prioritizing health and safety. Additionally, we migrated our customers to working remotely, helping to keep their workforce safe and secure and their operations running smoothly in the midst of a global pandemic. Through the end

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of 2021, the Leidos Relief Foundation had distributed more than $2.7 million to hundreds of employees impacted by COVID-19, and our new Pandemic Sick Leave policy provided a safety net for employees suffering from the disease or caring for family members with symptoms.

Diversity and Inclusion

At Leidos, we believe that a focus on inclusion and diversity improves team performance, supports innovative business strategies and drives positive results by advancing our workforce, cultivating an inclusive workplace and advancing our reputation in the marketplace. Our commitment to inclusion and diversity is reflected in the way we engage our people, our customers and our external partnerships through our innovative programs, sponsorships and engagement. “Inclusion” is Leidos’ sixth core value alongside integrity, innovation, agility, collaboration and commitment. We are committed to a culture that fosters a sense of belonging, welcomes all perspectives and contributions and provides equitable access to opportunities and resources for everyone. Inclusion and integrity are intrinsically linked by the responsibility to respect yourself and others.

We maintain the Leidos Enterprise Inclusion Council, which is championed by our director Dr. Gary S. May, in partnership with our Office of Inclusion and Diversity. The council includes employees from across the enterprise nominated by their executive leaders for their passion for advancing diversity and equity in the workplace. This group helps identify and champion innovative actions that create a more inclusive work environment. The council supports initiatives to build a culture that embraces differences in all aspects of diversity, including age, gender, race, ethnicity, sexual orientation, religion, and physical ability. The council’s mission is to promote diversity of thought and perspectives, support initiatives that further advance an inclusive culture and collaborate to address emerging challenges, propose new initiatives and share inclusion best practices across Leidos. We launched several initiatives to enhance a culture of inclusion at Leidos, including:

The Office of Inclusion & Diversity launched a “Courageous Conversations” overview, providing a roadmap for managers to begin an honest and open dialogue on race and social injustice with their teams. The team also published a Courageous Conversations on Race Manager’s Guide.

Organizations across the enterprise hosted formal, open and honest dialogues on race, inequality and inequity and unconscious bias.

We joined the Action for Diversity & Inclusion^™ Pledge, a group of more than 1,200 companies committed to advancing diversity and inclusion in the workplace, making it the largest CEO-driven business commitment of its kind within the workplace in the U.S.

We made Inclusive Acumen training mandatory for all employees. We also introduced mandatory Inclusive Leader training.

We expanded our external Diversity Awards Program and launched two new Employee Resource Groups, the Asian Pacific Islander Nations and A4 - Allies and Action for Accessibility and Abilities.

We expanded our Strategic Diversity Outreach to include additional external partnerships with minority-serving institutions, diversity conferences and organizations, and community groups. The program goals include recruiting and retaining talent from underrepresented groups, giving back to underserved communities, and exposing students from underrepresented groups to STEM opportunities.

Board of Directors Meetings

During fiscal 2021, the Board held seven meetings of the entire Board. The independent directors met six times during the year, either in executive session of regular board meetings or in separate meetings. Mr. Shapard, the Independent Lead Director, presides at all executive sessions of our independent directors as provided by our Corporate Governance Guidelines. During fiscal 2021, no director attended fewer than 75% of the aggregate of the meetings of the Board and committees of the Board on which they served. It is our policy to encourage all directors to attend our annual meeting, and all of our then-serving directors attended our 2021 annual meeting.

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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. The key oversight responsibilities of the committees, the current committee memberships, and the number of meetings held during 2021 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 “Investor R

SEC Form DEF 14A filed by Leidos Holdings Inc.