LEIDOS HOLDINGS INC (LDOS)
Sector: Industrials
2026 Annual Meeting Analysis
LEIDOS HOLDINGS INC · Meeting: May 1, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bell joined the board in 2023 (within 24 months of the meeting) and is exempt from the TSR trigger; as CEO he brings deep aerospace and defense expertise directly relevant to Leidos' business, and no overboarding, attendance, or independence concerns apply.
Dahlberg has served since 2016 and LDOS's 3-year total shareholder return of +85.6% outperforms the company-disclosed peer group median of +21.9% by +63.7 percentage points, which does not breach the 65-percentage-point threshold required to trigger an against vote at this strong positive return level; no overboarding, attendance, or other flags apply.
Fubini has served since 2013 and LDOS's strong 3-year TSR significantly outperforms the peer median, well within policy thresholds; he holds two additional public company board seats (Bain Capital Specialty Finance and Bain Capital Private Credit), which does not breach the four-board overboarding limit, and no other flags apply.
Geer has served since 2013 and LDOS's strong TSR outperformance versus the peer group clears all policy thresholds; no overboarding, attendance, or other concerns are present.
Jonas joined in 2024 (within 24 months of the meeting) and is exempt from the TSR trigger; she holds two other public company board seats (Virgin Galactic and Centrus Energy), which does not breach the four-board limit, and her background as former DoD Comptroller provides directly relevant financial and government expertise.
Kraemer has served since 1997 and LDOS's strong 3-year TSR outperformance versus peers clears all policy thresholds; he holds one additional public company board seat (Option Care Health), no overboarding concern exists, and his CPA background and long financial expertise are strong positives for audit committee service.
May has served since 2015 and LDOS's strong TSR outperformance versus peers clears all policy thresholds; no overboarding, attendance, or other concerns apply, and his engineering and technology expertise is directly relevant to Leidos' business.
Norton joined in 2024 (within 24 months of the meeting) and is exempt from the TSR trigger; she holds one additional public company board seat (FedEx), well within the four-board limit, and her cybersecurity and military expertise is highly relevant.
Shanahan has served since 2022 and LDOS's strong TSR outperformance versus peers clears all policy thresholds; he holds one additional public company board seat (CAE Inc.), no overboarding concern applies, and his defense and aerospace background is directly relevant.
Shapard has served since 2013 and LDOS's 3-year TSR of +85.6% outperforms the peer median by +63.7 percentage points, which does not breach the 65-point threshold at this strong positive return level; he holds one other public company board seat (NACCO Industries), and his financial and CEO experience qualifies him as an audit committee financial expert.
All ten director nominees receive a FOR vote. LDOS's 3-year total shareholder return of +85.6% outperforms its company-disclosed compensation peer group median of +21.9% by +63.7 percentage points. Under the policy, a strong positive absolute TSR (above +20%) requires a peer underperformance gap of at least 65 percentage points to trigger an against vote — LDOS is actually outperforming its peers, so no TSR trigger fires for any director. Directors who joined within the past 24 months (Bell, Jonas, Norton) are additionally exempt from the TSR trigger. No director exceeds the four-board overboarding limit, no attendance failures were disclosed, and no independence or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Thomas A. Bell
Total Comp
$14,736,385
Prior Support
95%%
CEO Thomas A. Bell's total compensation of $14,736,385 is consistent with benchmarks for a CEO at a large-cap defense and government technology company of Leidos' scale ($21.2 billion market cap), and the prior say-on-pay vote received overwhelming 95% support indicating no shareholder concern. The pay program is well-structured: base salary represents only about 11% of total compensation for the CEO, with the large majority being variable and equity-based, including performance stock awards tied to relative total shareholder return and cumulative adjusted EBITDA over a three-year period, which are long-term, meaningful performance conditions. Leidos also maintains a robust clawback policy, no problematic features such as single-trigger change-in-control vesting or excise tax gross-ups, and LDOS's stock has delivered an 85.6% total return over three years, meaningfully outperforming its peer group median of 21.9%, confirming that above-median incentive pay is well-supported by actual shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,193,000
Non-Audit Fees
$787,300
Non-audit fees (including audit-related fees of $100,000, tax fees of $681,600, and other fees of $5,700, totaling $787,300) represent approximately 10.9% of audit fees of $7,193,000, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of Leidos' size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements were identified.
Overall Assessment
The 2026 Leidos annual meeting ballot presents a straightforward set of proposals with no major governance concerns: all ten director nominees receive FOR votes because LDOS's three-year total shareholder return of +85.6% substantially outperforms its compensation peer group median, the auditor fee structure is well within independence guidelines, and the executive compensation program is performance-heavy, shareholder-aligned, and received 95% support at the prior annual meeting. The two equity plan proposals (2026 Omnibus Incentive Plan and 2026 Employee Stock Purchase Plan) fall outside the scope of the current voting policy and no determination is made on those items.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing