UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Leidos Holdings, Inc.

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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.

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

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:

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 12, 20189, 2022

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.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

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

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

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Virtual Meeting: www.virtualshareholdermeeting.com/LDOS2022

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Record Date: March 9, 2022

How to Vote

 

		VIA THE INTERNET (BEFORE THE MEETING) Go to www.proxyvote.com or scan the QR code on your proxy and voting instruction card with a smart phone.smartphone or tablet. You will need the control number printed on your notice, proxy card or voting instruction form.				BY MAIL Sign,If you received a paper copy of the proxy materials, sign, date and return your proxy card or voting instruction form in the enclosed postage-paid envelope.
		VIA THE INTERNET (AT THE MEETING) To vote at the meeting, visit www.virtualshareholdermeeting.com/LDOS2022.				BY TELEPHONE Call1-800-690-6903.				IN PERSON Attend You will need the Annual Meeting in Reston, VA.control number printed on your proxy card or voting instruction form.

Voting Items and Recommendations

 

Proposal		Board Recommendation		Additional Information
Election of Directors		By Order of the Board of DirectorsFOR each nominee		See pages 1 through 7 for more information on our nominees
Advisory Vote on Executive Compensation		FOR		See page 23 for details
Daniel J. AntalRatification of Appointment of Independent Registered Public Accounting Firm Corporate Secretary March 27, 2018		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:

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Independent Lead Director with robust and well-defined responsibilities

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

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No supermajority stockholder voting requirements in our charter or bylaws

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Proxy access right for stockholders

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Annual election of all directors

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Majority voting with resignation policy for directors in uncontested elections

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

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Risk oversight by Board and Committees

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Independent directors focus on executive succession planning

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Independent Committee chairs

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Annual advisory vote on executive compensation

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Meaningful stock ownership requirements for directors and executives

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

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Annual review of Committee charters and Corporate Governance Guidelines

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LEIDOS HOLDINGS, INC.

Proxy Statement

Table of Contents

Proposal 1 — Election of Directors

At the annual meeting, stockholders will vote on the election of twelve directors are to be elected to serve forone-year terms to hold such positionpositions 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 Nominating and Corporate Governance Committee. To the best knowledge of the Board, all of the nominees are able and willing to serve.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 20182022 annual meeting is an uncontested election.uncontested.

If an incumbent director receives more “against” than “for” votes, he or shethen such director is expected to tender his or her resignationoffer to resign, effective upon the Board’s acceptance, in accordance with our Corporate Governance Guidelines. The NominatingCorporate Governance and Corporate GovernanceEthics Committee will consider the offer oftendered resignation and recommend to the Board the action to be taken. The Board will promptlyconsider 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 Form8-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 becomesbecome 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.

Recommendation ofserve, or the Board of Directors

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

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Proposal 1 — Election of Directors

Mr. Dahlberg has over 35nearly 40 years of experience at the senior levels of governmentin federal budgeting, congressional legislation, executive management and military affairs with congressional committees, federal agencies, and private industry. Most recently, he served asAs Lockheed Martin Corporation’s Senior Vice President for Washington Operations between 2009 and 2015, at Lockheed Martin Corporation, an aerospace, defense, securityhe was responsible for devising and technology company.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, in 2000serving as the principal advisor to the Secretary of the Army on all matters related to management and served asoperation 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 previously served in various senior staff positions at the House Appropriations Committee for over 20 years, including eight years as the Minority Staff Director of the House Defense Appropriations Subcommittee with jurisdiction over funding of Department of Defense and intelligence agency programs. He also assisted in conceptualizing and authoring the landmark Budget Enforcement Act of 1990. Mr. Dahlberg is currently President of Dahlberg Strategic, LLC, a Washington, DC-based aerospace and defense sector consulting firm.

Mr. Dahlberg’s extensiveexecutive management background as an executive in government and industry and his expertise in the defense industry with detailed knowledge of our customer basefederal budgeting and governmental decision making and budgeting practices provides ourcongressional affairs provide the Board with experience that is directlyhighly relevant and valuable to our business as a government contractor.

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.

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Proposal 1 — Election of Directors

		MIRIAM E. JOHN   Director Since 2007   Age: 6973   Leidos Committees: Classified Business Oversight Human Resources & Compensation (Chair) Innovation & Technology Nominating & Corporate Governance & Ethics Technology & Information Security (Chair)

Dr. John retired from Sandia National Laboratories, a science and engineering laboratory, after serving fromsince 1982 to 2006 in a number of managerial and technical roles, most recently of which was as Vice President of Sandia’s California Division. Dr. John ishas been a long-time member of the Department of Defense’s Defense Science Board and Vice Chairman of its Threat Reduction Advisory Committee.Board. She was elected to the American Association for the Advancement of Science Committee on Science and Public Policy and is the past chair of the National Academies’ Naval Studies Board.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.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 and the Department of Defense’s Eugene G. Fubini Award for her significant and sustained contributions in an advisory capacity to the Department.contributions.

Dr. John is a highly respected scientist, speaker and consultant on both technical and leadership topics andtopics. 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.

		FRANK KENDALL IIIROBERT C. KOVARIK, JR.   Director Since 20172018   Age: 6972   Leidos Committees: Classified Business OversightAudit & Finance (Chair) InnovationHuman Resources & Technology Nominating & Corporate GovernanceCompensation

Mr. Kovarik Kendallhas 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 40 years25 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 in engineering, management, defense acquisition, and national security affairs in private industry,advising government and the military. From 2012 to 2017, Mr. Kendall served as the Under Secretary of Defense for Acquisition, Technology and Logistics. He has been a consultant to defense industry firms,non-profit research organizations, and the Department of Defense in the areas of strategic planning, engineering management, and technology assessment. Mr. Kendall was Vice President of Engineering for Raytheon Company. He was also a Managing Partner at Renaissance Strategic Advisors, a Virginia-based aerospace and defense sector consulting firm.

Our Board believes that Mr. Kendall’s vast experience in government and the defense industry, his knowledge of military affairscommercial clients, and his technical, businessfinancial and strategic planning background provideaccounting expertise, are important to our Board with unique insights into key areas of our businessin fulfilling its oversight responsibilities. Mr. Kovarik is an “audit committee financial expert,” as a provider of services and solutions to U.S. government customers, as well as international governments and broader commercial markets.defined by SEC rules.

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Proposal 1 — Election of Directors

		HARRY M.J. KRAEMER, JR.   Director Since 1997   Age: 6367   Leidos Committees: Audit (Chair)& Finance FinanceCorporate Governance & Ethics		Current Public Company Directorships Dentsply Sirona Inc. VWR InternationalOption Care Health, Inc.   Former Directorships During Past 5 Years CatamaranVWR 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.

		ROGER A. KRONE Chair of the Board and Chief Executive Officer   Director Since 2014   Age: 6165   Leidos Committees: Classified Business Oversight EthicsTechnology & Corporate ResponsibilityInformation Security		Current Public Company Directorships Lear Corporation Former Directorships During Past 5 Years BorgWarner Inc.

Roger A.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’sin-depth knowledge of our industry gained by decades of experience in a variety of roles at leading companies provideprovides 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.

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Proposal 1 — Election of Directors

		GARY S. MAY   Director Since 2015   Age: 5357   Leidos Committees: Ethics & Corporate Responsibility Human Resources & Compensation InnovationTechnology & Technology (Chair)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 June 2011 through Julyto 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 has 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.

		SURYA N. MOHAPATRA   Director Since 2016   Age: 6872   Leidos Committees: Human Resources & Compensation InnovationTechnology & Technology Nominating & Corporate GovernanceInformation 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 Boardboard 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.

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

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Proposal 1 — Election of Directors

		LAWRENCE C. NUSSDORF Lead DirectorPATRICK M. SHANAHAN   Director Since 20102022 (new nominee)   Age: 7159   Leidos Committees: Audit Finance Nominating & Corporate Governance (Chair)& Ethics Technology & Information Security		Former Current Public Company Directorships During Past 5 Years PepcoSpirit AeroSystems Holdings, Inc. Zanite Acquisition Corp.

Mr. Shanahan Nussdorf is Chairman and Chief Executive Officer Clark Enterprises, Inc., a privately held company with extensive interests in real estate, private equity and traditional investments. He previously 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, and Chief Operating OfficerSupply Chain & Operations, Senior Vice President of Clark Enterprises from 1998 to 2015 and asCommercial Airplane Programs, Vice President and TreasurerGeneral Manager of Clark Construction Group, LLC from 1977 through 2015.the 787 Dreamliner, Vice President and General Manager of Boeing Missile Defense Systems and Vice President and General Manager of Boeing Rotorcraft Systems.

TrainedMr. Shanahan’s extensive experience as an attorneya senior leader in government, strategic planning background, extensive and CPA, Mr. Nussdorf has been at the forefrontin-depth knowledge of strategicour industry, deep operational experience in aerospace and long-term planningdefense, significant public company board experience and has vast experience managingbroad expertise in cybersecurity, information technology, artificial intelligence, cyber operations and finance for multiple businesses. Ourglobal security issues provide our Board believes that this experience,with unique insights into key areas of our business as a provider of services and solutions to U.S. government customers, as well as Mr. Nussdorf’s public company board leadership experience, adds valuable perspectives to our Board. He is an “audit committee financial expert” as defined in SEC rules.international governments and broader commercial markets.

		ROBERT S. SHAPARD Lead Director   Director Since 2013   Age: 6266   Leidos Committees: Audit & Finance FinanceCorporate Governance & Ethics (Chair)		Current Public Company Directorships NACCO Industries, Inc.

Mr. Shapard has servedcurrently serves as Chief Executive OfficerChairman of the board of directors of Oncor Electric Delivery Company LLC, a transmission and distribution electric utility, since April 2007. Hewhere he also served as Chairman of the BoardChief Executive Officer from April 2007 to 2015.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 largestfor-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, heMr. Shapard was Executive Vice President and Chief Financial Officer of Ultramar Diamond Shamrock, a North American refining and marketing company, since 2000.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 Chair ofa member on our Board’s Audit & Finance Committee and as a member of the Audit Committee. He is an “audit committee financial expert”expert,” as defined by SEC rules.rules.

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Proposal 1 — Election of Directors

Ms. Stalnecker was employed by E.I. du Pont de Nemours & Co., a science and engineering company, (currently DuPont de Nemours, Inc.) from 1977 to 2016, serving in numerous senior roles during her tenure, including 10ten 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 audit committee at Duke University Health System, Inc. She alsoRisk 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 and Audit Committees.Committee. She is an “audit committee financial expert”expert,” as defined by SEC rules.rules.

		NOEL B. WILLIAMS   Director Since 2013   Age: 6367   Leidos Committees:Committees EthicsCorporate Governance & Corporate Responsibility (Chair)Ethics Human Resources & Compensation (Chair)

Ms. Williams is the retired President of HCA Information Technology & Services, Inc., a wholly ownedwholly-owned subsidiary of Nashville-based HCA (HospitalHospital Corporation of America).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 Emeritusemeritus 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 andtechnology. 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 as a means of addressingto address the various needsinterests 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.” TheIn addition, the Board recognizes that observing good corporate governance practices is an ongoing responsibility. The NominatingCorporate Governance and Corporate GovernanceEthics Committee regularly reviews corporate governance developments and recommends revisions to these Corporate Governance Guidelines and other corporate governance documents as necessary to promote our and our stockholders’ best interests and to help ensure that we complysupport 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 also are required to comply with our Code of Business Conduct of the Board of Directors, intended to describewhich describes areas of ethical risk, provideprovides guidance to directors and helphelps 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 those who 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 NominatingCorporate Governance and Corporate GovernanceEthics 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 a separate independence requirement pursuant to the Securities Exchange Act of 1934requirements, which requiresrequire 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 whichthat requires them to disclose any transactions with us in which the director or any member of his or hersuch 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 the responses,this information, the Board determined that all directorsMr. 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, except for Roger A.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 NominatingCorporate Governance and Corporate GovernanceEthics Committee reviews the composition of the Board to determineassess the qualifications and areas of

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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’s annual self-evaluation processBoard in February 2022 and was recommended to assess the effectivenessCorporate 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,committees, along with other factors the Board will periodically engage an independent third partydeems 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:

For fiscal 2021, the evaluation included utilizing a comprehensive assessmentthird-party facilitator to undertake an in-depth study of the Board’sits own effectiveness to continuously improve governance and support the company’sCompany’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 Lawrence C. NussdorfChief Executive Officer and Robert S. Shapard as independentIndependent 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 NominatingCorporate Governance and Corporate GovernanceEthics Committee nominates an independent director to serve as “Lead“Independent Lead Director,” who then must be approved by at least a majority of the independent directors.

TheOur Lead Director has specifically delineatedis empowered with, and exercises robust, well-defined duties, which include:

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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.Company. The Board also oversees risk in particular areas through its committee structure. structure:

The Auditcommittees coordinate among each other as necessary to support optimal oversight of risks; each 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, data security risk exposures 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 Finance Committee oversees financial, capital investment and insurance risks. The Ethics and Corporate Responsibility Committee oversees risks associated with unethical conduct and political, social, environmental and reputational risks. The Classified Business Oversight Committee oversees risk reviewreports its activities applicable to the company’s classified business activitiesBoard and receives reports fromfacilitates discussions among directors. Company management on particular classified projects involving significant performance, financial or reputational risks. The company also utilizesmaintains an internal Enterprise Risk Management Committee, comprised of the Chief Executive Officer and senior managementexecutives that, among other things, establishes the overall corporate risk strategy and ensures thatreviews policies, systems, processes and training are established to identifywith the goal of identifying and addressaddressing 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 for managingto 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.

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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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:

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:

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:

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:

Board of Directors Meetings

During fiscal 2017,2021, 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. Nussdorf,Shapard, the independentIndependent Lead Director, presides at all executive sessions of our independent directors as provided by our Corporate Governance Guidelines. During fiscal 2017,2021, no director attended fewer than 75% of the aggregate of the meetings of the Board and committees of the Board on which they served. In addition, all directors attended the 2017 annual meeting of stockholders. It is our policy to encourage all directors to attend our annual meeting.

Board Committees

The Board has the following principal standing committees: Audit, Classified Business Oversight, Ethicsmeeting, and Corporate Responsibility, Finance, Human Resources and Compensation, Innovation and Technology and Nominating and Corporate Governance. The chartersall of these committees are available in print to any stockholder who requests them and are also available on our website at www.leidos.com by clicking on the links entitled “Investors,” “Corporate Governance” and then “Board Committees.”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 Relations,” “Corporate Governance” and then “Board Committees.” You may also obtain printed copies of these charters by writing to our Corporate Secretary at the Company’s headquarters. From time to time, the Board may also establish ad hoc committees to address particular matters. For example, in November 2021, our Board established a special committee of independent directors to oversee an internal investigation, with the assistance of external legal counsel, related to certain conduct that may have violated the Company’s Code of Conduct and potentially applicable laws, including the U.S. Foreign Corrupt Practices Act. This special committee is comprised of Messrs. Kovarik and Shapard (chair) and Ms. Williams, and held seven meetings in 2021.

Listed below are the members of each of the four standing committees as of the date of this proxy statement:

		Audit & Finance		Human Resources & Compensation		uCorporate Governance & Ethics		Reviews reports from managementTechnology & Information Security
Gregory R. Dahlberg
David G. Fubini
Miriam E. John
Robert C. Kovarik, Jr.
Harry M. J. Kraemer, Jr.
Roger A. Krone
Gary S. May
Surya N. Mohapatra
Patrick M. Shanahan(1)
Robert S. Shapard
Susan M. Stalnecker
Noel B. Williams
(1)  Mr. Shanahan was appointed to the Board of Directors on particular classified projects involving significant performance, financial or reputational risks; andFebruary 11, 2022, effective February 16, 2022.
Committee Chair   Audit Committee Financial Expert

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Committee Responsibilities

Following are descriptions of the primary areas of responsibility for each of the four standing committees: