Daniel J. Antal
Leidos HoldingsAbout Daniel J. Antal
Executive Vice President and General Counsel of Leidos Holdings, Inc. (LDOS), appointed effective April 1, 2024; named as a 2024 NEO in the proxy. Leidos’ compensation design for executives ties pay to financial performance metrics including Adjusted EBITDA margin (%), Operating Cash Flow, Revenue, Adjusted EPS, and Relative TSR; in 2024 the company delivered revenue of $16.7B (+8% YoY), a record adjusted EBITDA margin of 12.9% (+210 bps), and +19% operating cash flow, achieving 104% of revenue target, 121% of adjusted EBITDA margin target, and 127% of operating cash flow target. Over the 2022–2024 performance period, Leidos’ TSR was 70.7% vs 30.5% for the peer median, yielding a long-term performance share payout factor of 121.36%.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Base Salary | $600,000 | Set upon appointment (effective April 1, 2024) |
| 2024 Salary Earned | $438,462 | Prorated in 2024 due to April start |
| Bonus (Cash) | $255,000 | $250,000 sign‑on cash (clawback if resigns without Good Reason/terminated for Cause before Apr 1, 2026) + $5,000 one‑time spot award |
| All Other Compensation | $40,651 | Health/retirement/financial advisory and other standard benefits |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | 2024 Achievement vs Target | Threshold Rule | Payout (Antal) |
|---|---|---|---|---|
| Adjusted EBITDA Margin (%) | 40% | 121% | Plan payout required ≥70% of EBITDA margin target | |
| Operating Cash Flow | 30% | 127% | ||
| Revenue | 30% | 104% | ||
| Modifier (Personal Goals/Behaviors) | +/-20% | Not applied for NEOs in 2024 | ||
| Target Bonus | $600,000 | |||
| Actual Payout | $1,120,200 |
Sources: Plan design and weights ; company performance achievements ; Antal target and payout .
Long‑Term Incentive Awards (granted in 2024)
| Instrument | Grant Date | Target Value | Units/Options Granted | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | 5/3/2024 | $600,000 | 4,206 | 50% Cumulative Adjusted EBITDA ($), 50% Relative TSR; negative absolute TSR cap at 100% payout | Earned over 3‑year period; payout determined in 2027 |
| Performance RSUs (PRSUs) | 5/3/2024 | $360,000 | 2,524 | Performance hurdle met for 2024 grants per plan | 34%/33%/33% on each of the 1st/2nd/3rd anniversaries |
| Stock Options | 5/3/2024 | $240,000 | 5,968 | N/A | 34%/33%/33% annually; strike $142.66; expire 5/2/2031 |
| Sign‑on RSUs | 5/3/2024 | $500,000 | 3,505 | N/A | Three‑year cliff vest; subject to clawback if departure before 4/1/2026 |
Performance Program Context
- LTI program pivoted in 2024 to Cumulative Adjusted EBITDA ($) replacing revenue for PSUs to encourage multi‑year contract quality; PSUs remain 50% rTSR/50% financial and incorporate a negative TSR cap.
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of 2/28/2025)
| Item | Shares/Units | Detail |
|---|---|---|
| Common stock beneficially owned | 4,716 | None of the individuals own ≥1% of shares; no pledging by directors/officers |
| Options – Exercisable | — | None listed as exercisable within 60 days |
| Options – Unexercisable | 5,968 | Strike $142.66; expire 5/2/2031 |
| RSUs (unvested) | 3,505 | Sign‑on RSUs |
| PRSUs (unearned) | 2,524 | 3‑year annual vesting schedule |
| PSUs (unearned) | 4,206 | 3‑year performance period |
Ownership percentage context: LDOS had 128,213,171 shares outstanding; executives/directors as a group owned ~0.69%, with no shares pledged.
Ownership Policy
- Stock ownership guideline: 5× annual cash salary required for NEOs; until met, executives must hold all after‑tax shares from equity awards; no exceptions granted in 2024; company prohibits certain short‑term/speculative transactions and maintains hedging policies.
Employment Terms
Appointment and Agreements
- Role start date: General Counsel effective April 1, 2024.
- Sign‑on awards: $250,000 cash and $500,000 three‑year cliff RSUs, each subject to clawback if resignation without Good Reason or termination for Cause before April 1, 2026.
Severance and Change‑in‑Control (CIC)
- Covered by Executive Severance Plan (effective July 27, 2023): double‑trigger CIC; restrictive covenants required (confidentiality, non‑disparagement, non‑compete, non‑solicit).
- Non‑CIC severance: lump sum 1.0× base salary + pro‑rata bonus (based on actual performance); 12 months COBRA premium equivalent; 12 months outplacement.
- CIC severance: lump sum 1.5× (base salary + target bonus); pro‑rata bonus at target; 18 months COBRA premium equivalent; continued financial planning for year of termination; 12 months outplacement; equity vesting per plan; double trigger.
- Covenants duration: 12 months (non‑CIC) and 18 months (CIC).
- No excise tax gross‑ups; no single‑trigger equity acceleration.
Illustrative Termination Values (Antal)
| Scenario | Severance + Pro‑rata Bonus | RSUs | Options | PSUs | Benefits & Perqs | Total |
|---|---|---|---|---|---|---|
| Involuntary (without Cause) / Good Reason | $1,720,200 | $199,826 | $5,999 | $419,473 | $42,421 | $2,387,919 |
| Change‑in‑Control (double trigger) | $2,400,000 | $891,749 | $26,796 | $622,109 | $57,381 | $3,998,035 |
| Death | $1,120,200 | $891,749 | $26,796 | $622,109 | — | $2,660,854 |
| Disability | $1,120,200 | $891,749 | $26,796 | $419,473 | — | $2,458,218 |
Clawbacks
- Company compensation recoupment policy permits clawback upon material restatement or misconduct/failure to manage/monitor risk; Antal’s sign‑on awards carry additional clawback through 4/1/2026 as noted above.
Investment Implications
- Alignment and pay‑for‑performance: Antal’s pay mix is predominantly variable and equity‑based, with annual bonus tied to EBITDA margin, OCF, and revenue, and PSUs tied to cumulative adjusted EBITDA ($) and rTSR, supporting high sensitivity to enterprise performance and shareholder returns.
- Retention dynamics: The three‑year cliff vest on sign‑on RSUs (vesting around 5/3/2027) and multi‑year PRSU/option vesting cadence (annual 34%/33%/33%) create staggered retention hooks and potential selling pressure around vest dates; restrictive covenants and double‑trigger CIC further mitigate departure risk.
- Ownership/pledging risk: Beneficial ownership is modest (4,716 shares) with no pledging, consistent with conservative risk practices; required ownership multiple (5× salary) indicates continued accumulation obligation, implying ongoing alignment build over several years.
- Contract economics: In adverse scenarios, severance provides 1.0× salary + pro‑rata bonus (non‑CIC) and 1.5× salary+target bonus (CIC), with equity acceleration per plan—material but in line with market norms; absence of excise tax gross‑ups and single‑trigger acceleration reduces governance risk.
- Performance backdrop: Strong 2024 operational results (8% revenue growth, record margin, +19% OCF) and superior three‑year TSR (70.7% vs 30.5% peer median) support above‑target bonus payouts and credible LTI value creation signals.