Leidos (LDOS) Proxy filing summary

Executive summary

• Achieved record 2025 revenue of $17.2 billion, up 3%, with net income margin at 8.5% and adjusted EBITDA margin at 14.1%.

• Operating cash flow rose 22% to $1.75 billion, exceeding compensation targets and supporting strong shareholder returns.

• NorthStar 2030 strategy guided portfolio realignment, including acquisitions and divestitures to focus on five growth pillars.

• Board and management emphasized disciplined capital allocation, risk oversight, and human capital development.

Voting matters and shareholder proposals

• Stockholders will vote on: election of 10 directors, advisory say-on-pay, ratification of Deloitte as auditor, approval of 2026 Omnibus Incentive Plan, and approval of 2026 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 directors, 9 of whom are independent, with an independent, non-executive Chair.

• Board skills include senior leadership, financial, technology, risk management, and human capital expertise.

• Annual board and committee evaluations, robust refreshment, and succession planning processes in place.

• Proxy access, majority voting, and no supermajority requirements enhance shareholder rights.