Leidos Holdings, Inc.

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.

OUR NOMINEES AT A GLANCE

(1)Ms. Jonas was appointed to the Board effective September 25, 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.

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 skills, experience and tenure in its composition. For additional information regarding our director nominees and our criteria for Board membership, see “Nominees for Election to the Board of Directors” on page 19 and “Criteria for Board Membership” on page 19.(1)

INDEPENDENCE

AGE

TENURE

(1)Charts reflect the appointment of Ms. Jonas to the Board and the retirement of Messrs. Kovarik and Mohapatra and Ms. Stalnecker.

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 19.

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:

u Independent Chair with robust and well-defined responsibilities

u Executive session during every Board meeting led by the Independent Chair without management present

u No supermajority stockholder voting requirements in our charter or bylaws

u Proxy access right for stockholders

u Annual election of all directors

u Majority voting with resignation policy for directors in uncontested elections

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

u Risk oversight by Board and Committees

u Independent directors focus on executive succession planning

u Independent Committee chairs

u Annual advisory vote on executive compensation

u Meaningful stock ownership requirements for directors and executives

u Robust board refreshment process

u Annual review of Committee charters and Corporate Governance Guidelines

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.

Engagement and Transparency

EXECUTIVE COMPENSATION OVERVIEW

We believe that executive pay should be largely variable, equity-based, and tied to pre-established performance goals, and this is demonstrated in our pay mix and design.

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:

u Pay for performance by tying 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;

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

u 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 or fails to manage or monitor conduct or risk, as determined by the Human Resources and Compensation Committee;

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

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

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

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 Utilize a minimum one-year vesting requirement for all equity award types

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 multi-year 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 No liberal share recycling

For additional information regarding our compensation programs and decisions for fiscal 2024, see “Compensation Discussion and Analysis” on page 45.

2024 SAY-ON-PAY VOTE

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 that the 2024 compensation program is designed to promote the best interests of Leidos’ stockholders, and is 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

Our short-term incentive program incorporates financial performance metrics that we believe are closely aligned with how our stockholders assess the Company’s performance. Payout is subject to a 70% adjusted EBITDA margin (%) threshold. Our short-term incentive program is weighted 100% based on financial results with a +/- 20% modifier based on personal goals and behaviors.

2024 Long-Term Incentive Plan

In 2024, our long-term incentive program introduced Cumulative Adjusted EBITDA ($) as a new metric, which replaced revenue. This change is designed to encourage the acquisition of high-quality contracts over an extended period.

The chart below shows our performance share plan payout scale:

We 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.

2025 COMPENSATION PROGRAM

For 2025, our compensation program will remain substantially similar to the 2024 program, and continue to utilize vehicles and metrics that link executive compensation with the Company’s performance over multiple time horizons, aligning our executives’ interests with the interests of the Company’s stockholders and supporting our Company’s long-term success.