Christopher R. Cage
Leidos HoldingsAbout Christopher R. Cage
Christopher R. Cage is Executive Vice President and Chief Financial Officer of Leidos, appointed effective July 5, 2021; he previously served as SVP/Chief Accounting Officer, SVP Operations Finance, and divisional CFO (Health & Engineering) after joining Leidos in 1999. He holds a B.S. in accounting and an MBA from San Diego State University, is a CPA (inactive) in California, and is a graduate of Harvard Business School’s Advanced Management Program; he was 49 at appointment as CFO in 2021 . Under his leadership, Leidos emphasized investor outreach and capital deployment (dividend +$0.02/share, $850M share repurchases, $150M capex), reduced leverage and achieved an S&P ratings upgrade to BBB, with peer-group-leading TSR of 43% in 2024; company results used in pay-versus-performance show FY2024 revenue of $16,662M and net income of $1,251M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leidos | SVP, Chief Accounting Officer & Corporate Controller | 2019–2021 | Led accounting, reporting, treasury; prepared transition to CFO |
| Leidos | SVP, Operations Finance | Prior | Supported business operations, M&A, accounting, treasury, IR across segments |
| Leidos | SVP/CFO, Health & Engineering division | Prior | Segment finance leadership and portfolio support |
| Leidos | Director, FP&A | Prior | Corporate planning and analysis foundation |
External Roles
No external directorships or committee roles disclosed for Cage in the latest proxy. Skip if not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 590,385 | 697,500 | 807,003 |
| Bonus ($) | — | — | 5,000 |
| All Other Compensation ($) | 30,250 | 35,127 | 43,562 |
Salary setting and 2024 adjustments:
- 2024 annual base salary set at $785,000 (effective March), +3% vs 2023’s $760,000, aligned toward peer median per FW Cook analysis .
| Base Salary Progression | 2023 Salary ($) | 2024 Salary ($) | % Increase | $ Increase |
|---|---|---|---|---|
| Cage | 760,000 | 785,000 | 3% | 25,000 |
Performance Compensation
Short-term (Annual Cash Incentive) – Program Design:
- Metrics and weights: Adjusted EBITDA Margin % (40%), Operating Cash Flow (30%), Revenue (30); payout subject to a +/-20% “Modifier” based on personal goals and leadership behaviors .
- FY2024 actual payout for Cage: $1,465,595 .
| Annual Cash Incentive | Threshold ($) | Target ($) | Maximum ($) | Metric Weights | FY2024 Actual ($) |
|---|---|---|---|---|---|
| FY2025 opportunity (set Feb 6, 2025) | 392,500 | 785,000 | 1,570,000 | EBITDA Margin 40%; OCF 30%; Revenue 30; +/-20% Modifier | 1,465,595 (FY2024) |
Long-term incentives (LTI) – Structure and Metrics (2024 program):
- Mix: PSUs 50% (3-year performance), PRSUs 30% (3-year ratable vesting with first-year EPS hurdle), Stock Options 20% (3-year ratable vesting, 7-year term) .
- LTI performance metrics (2024 grants): Cumulative Adjusted EBITDA ($) 50%, Relative TSR 50% .
- PRSU performance hurdle met for 2024 (Adjusted EPS ≥ $3.81), enabling vesting schedule .
| 2024 LTI Structure (Cage) | Metric/Feature | Detail |
|---|---|---|
| PSUs (50% of LTI) | 3-year performance | Relative TSR 50%; Cumulative Adjusted EBITDA ($) 50% |
| PRSUs (30% of LTI) | EPS hurdle and vesting | 2024 adjusted EPS hurdle $3.81 achieved; vests ratably over 3 years |
| Stock Options (20% of LTI) | Vesting/term | Ratable 3-year vest; 7-year option term |
Grants of plan-based/equity awards (FY2024 awards):
| Award | Grant Date | Units/Options | Strike Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Options | 3/8/2024 | 11,250 | 129.79 | 392,513 |
| PRSU | 3/8/2024 | 4,537 target units | — | 588,857 |
| PSU | 3/8/2024 | 7,561 target shares (15,122 max) | — | 1,192,191 |
Performance shares vesting outcome (prior cycle):
- 2022–2024 PSU payout score approved at 121.36% based on rTSR and revenue performance (company TSR 70.7% vs peer median 30.5%; adjusted revenue $46.2B over period) .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025):
| Holder | Common Stock | Stock Units (Deferred) | Option Shares & RSUs (vestable within 60 days) | Total Beneficially Owned |
|---|---|---|---|---|
| Christopher R. Cage | 24,999 | 24,433 | 16,236 | 65,668 |
| Shares Outstanding | 128,213,171 | — | — | — |
| Pledging Status | — | — | — | No shares pledged |
Stock ownership guidelines and compliance:
- Requirement: CEO 6x salary; Other NEOs (incl. CFO) 5x salary; counts as ownership include shares owned outright, deferred shares, 401(k) equivalents, and unvested PRSUs once performance hurdle met; unvested PSUs and unexercised options do not count. No executive exceptions granted in 2024 .
- Hedging/pledging/margin: Executives are prohibited from hedging, short sales, derivatives, holding stock in margin accounts, or pledging as collateral; preclearance required for all transactions .
Outstanding equity awards (selected positions at FY2024 year-end):
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Stock Options | 3/8/2024 | — | 11,250 | 129.79 | 3/7/2031 |
| Stock Options | 3/3/2023 | 4,377 | 8,495 | 96.95 | 3/2/2030 |
| Equity Award Type | Grant Date | Not Vested (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|---|
| RSU | 8/4/2023 | 10,163 | 1,495,485 | Time-based |
| PRSU | 3/8/2024 | 4,537 (target) | 667,620 | 3-year ratable vest post EPS hurdle |
| PSU | 3/8/2024 | 7,561 (target) | 1,112,601 | 3-year performance (rTSR, Cum Adj EBITDA $) |
| PRSU | 3/3/2023 | 3,498 | 514,731 | Ratable vest |
| PRSU | 3/4/2022 | 1,928 | 283,705 | Ratable vest |
| PSU | 3/3/2023 | 8,832 (target) | 1,299,629 | Performance vest |
Vesting schedules (disclosed cadence):
- Options & PRSUs: 34% on first anniversary, 33% on second and third anniversaries of grant date (e.g., 3/8/2025, 3/8/2026, 3/8/2027 for 2024 grants) .
- PSUs: Three-year performance period ending FY2026 for 2024 grants; payout based on rTSR and cumulative adjusted EBITDA ($) .
Insider exercises/vesting (FY2024):
| Name | Options Exercised (#) | Value on Exercise ($) | Shares Vested (#) | Value on Vesting ($) |
|---|---|---|---|---|
| Christopher R. Cage | 2,774 | 188,521 | 8,753 | 1,083,745 |
Employment Terms
Executive Severance Plan (effective July 27, 2023) – applicable to Cage:
- Without Cause (no CIC): Lump sum = 1.0x base salary + pro-rata bonus (actual performance), 12 months COBRA premiums, 12 months outplacement; 12-month non-compete and non-solicit required .
- CIC (double trigger, within 3 months before to 24 months after): Lump sum = 1.5x (salary + target bonus), pro-rata bonus at target, 18 months COBRA, continued financial planning for year of termination, 12 months outplacement; 18-month non-compete/non-solicit required; equity awards subject to plan terms with accelerated/pro-rata vesting per scenario .
Change-in-control and termination economics (Cage, as of Jan 3, 2025):
| Scenario | Severance + Pro-rata Bonus ($) | RSUs ($) | Options ($) | PSUs ($) | Benefits & Perqs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination/Good Reason (no CIC) | 2,250,595 | 1,549,548 | 411,007 | 3,289,489 | 38,096 | 7,538,735 |
| Change in Control | 3,140,000 | 3,138,403 | 1,006,238 | 5,447,156 | 50,894 | 12,782,691 |
| Death | 1,465,595 | 3,138,403 | 1,006,238 | 3,622,515 | — | 9,232,751 |
| Disability | 1,465,595 | 3,138,403 | 1,006,238 | 3,289,489 | — | 8,899,725 |
Equity award treatment:
- Death/disability: RSUs and options vest immediately; PSUs pay target (death) or pro-rata based on actual performance at period end (disability) .
- Retirement and involuntary termination (no cause): Pro-rata vesting for RSUs/options held ≥6 months; PSUs pro-rata based on actual performance at period end .
Clawbacks and governance:
- Robust compensation recoupment policy for material restatements and misconduct; additional clawback provisions adopted per Exchange Act §10D/NYSE §303A.14 effective October 26, 2023 .
- No “golden parachutes,” no single-trigger CIC benefits, no excise tax gross-ups; no option repricing without shareholder approval .
Multi-Year Compensation Summary (Cage)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 590,385 | 697,500 | 807,003 |
| Bonus | — | — | 5,000 |
| Stock Awards | 1,158,458 | 2,454,747 | 1,781,048 |
| Option Awards | 270,023 | 342,524 | 392,513 |
| Non-Equity Incentive (Cash) | 610,320 | 1,012,472 | 1,465,595 |
| All Other Compensation | 30,250 | 35,127 | 43,562 |
| Total | 2,659,436 | 4,542,370 | 4,494,721 |
Compensation Structure Analysis
- Increased fixed pay modestly (salary +3% to align with market median) while maintaining at-risk mix dominated by equity and performance-based cash; LTI split PSUs/PRSUs/options at 50%/30%/20% .
- Strategic metric shift in 2024 from revenue to cumulative adjusted EBITDA ($) in PSUs to reinforce long-duration quality-of-contract focus; rTSR retained at 50% weighting .
- 2022–2024 PSU payout at 121.36% demonstrates robust multi-year performance alignment with shareholder outcomes .
- Strong shareholder support: Say-on-Pay approval ~96% (2024 and 3-year average) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no shares pledged by Cage (reduces misalignment risk) .
- Double-trigger CIC; no excise tax gross-ups; no option repricing without shareholder approval (shareholder-friendly) .
- Comprehensive clawbacks including misconduct-related recovery beyond restatements .
Expertise & Qualifications
- Credentials: CPA (inactive), MBA (San Diego State), HBS AMP; deep internal experience across accounting, FP&A, operations finance, segment CFO .
- CFO tenure since July 2021; extensive investor engagement and capital allocation initiatives highlighted in 2024 .
Equity Ownership & Alignment – Guidelines
| Guideline | Requirement | What Counts | What Doesn’t |
|---|---|---|---|
| NEO Ownership | 5x annual salary | Shares owned; deferred shares; 401(k) equivalents; unvested PRSUs post-hurdle | Unvested PSUs; unexercised options |
| Exceptions (2024) | None granted | — | — |
Employment Covenants
- Non-compete and non-solicit: 12 months post termination (no CIC); 18 months post CIC; confidentiality and non-disparagement obligations apply to severance eligibility .
Investment Implications
- Pay-for-performance alignment is strong: STIP tied to EBITDA margin/OCF/revenue with modifier; LTI tied to rTSR and multi-year adjusted EBITDA ($); prior PSU cycle paid above target (121.36%), supporting execution credibility .
- Retention risk appears moderate: Material unvested PRSUs/PSUs/options with multi-year vesting cadence and double-trigger CIC protections create ongoing holding incentives; hedging/pledging bans reduce near-term selling pressure; however 2024 option exercises and vesting show normal liquidity needs .
- Ownership alignment is adequate but not concentrated: 65,668 total beneficial shares and no pledging; guideline at 5x salary plus required post-tax hold on equity until compliance supports alignment, though personal stake is well below 1% of outstanding shares (company-wide statement) .
- Governance lowers headline risk: Robust clawbacks, no golden parachutes/single-trigger, no gross-ups, high say-on-pay support (~96%) and independent comp consultant oversight suggest limited compensation-related controversy risk .