David G. Fubini
Leidos HoldingsAbout David G. Fubini
David G. Fubini is an independent director of Leidos Holdings, Inc. (LDOS), serving on the Board since 2013. He chairs the Human Resources & Compensation Committee (HRC) and also serves on the Corporate Governance & Ethics (CGE) Committee. Age: 71. A former Senior Partner and Director Emeritus at McKinsey & Company with more than three decades of experience (including founding McKinsey’s Global Merger Management Practice), he is currently a Senior Lecturer and Henry B. Arthur Fellow at Harvard Business School, with expertise in M&A integration, organizational turnarounds, and human capital leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Director Emeritus; founder/leader Global Merger Management Practice | 30+ years (noted as “over three decades”) | Led integrations and turnarounds for IBM, Coca-Cola, DuPont, Merck; firm governance committees |
| Harvard Business School | Senior Lecturer; Henry B. Arthur Fellow | Not disclosed | Teaches strategic leadership, organizational behavior, marketing |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Bain Capital Specialty Finance, Inc. | Director | Public | Not disclosed in LDOS proxy |
| Bain Capital Private Credit | Director | Public | Not disclosed in LDOS proxy |
| J.M. Huber Corporation | Director | Private | Not disclosed |
| DLA Piper | Director, Global Board | Private (law firm) | Not disclosed |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation (HRC); Member, Corporate Governance & Ethics (CGE) .
- Independence: Board determined Mr. Fubini is independent under LDOS guidelines and NYSE standards .
- Attendance and engagement: Board held 9 meetings in fiscal 2024; HRC met 5 times. No director attended fewer than 75% of aggregate Board and committee meetings; 100% director attendance at the 2024 annual meeting .
- Board structure environment: Independent Chair with executive sessions at every Board meeting without management present; proxy access; majority voting/resignation policy; annual Board/Committee evaluations .
Fixed Compensation (Director Pay – Fiscal 2024)
| Name | Fees Earned (Cash) ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| David G. Fubini | 128,750 | 130,106 | 50,001 | 308,857 |
Program design details (directors):
- Standard annual equity mix: $130,000 in RSUs and $50,000 in stock options (grant date fair value) .
- Chair retainers: HRC Chair fee $20,000; other committee chairs $15,000; Independent Chair $200,000 (cash) .
- No meeting fees; directors can defer cash/equity into company deferral plans .
- 2025 increases approved: +$5,000 to cash and equity retainers for all directors; +$2,500 to CGE Chair cash retainer (market alignment) .
Performance Compensation
| Component | Performance Metrics | Vesting/Terms |
|---|---|---|
| Non-employee director RSUs | None disclosed for directors (time-based) | Vest on the earlier of one year from grant or next annual meeting |
| Non-employee director options | None disclosed for directors (time-based) | Company indicates director equity follows same one-year/next-annual-meeting vesting convention; options granted as part of the standard $50,000 equity mix |
Notes:
- LDOS does not use performance metrics for non-employee director equity; vesting is service/tenure-based per program summary footnotes .
- Option strike prices are set at fair market value on grant date per plan practices; director-specific strikes/expirations are not itemized in the director compensation section .
Other Directorships & Interlocks
| Company | Relationship to LDOS | Potential Conflict/Interlock Notes |
|---|---|---|
| Bain Capital Specialty Finance, Inc. | None disclosed | No related-party transactions disclosed with LDOS |
| Bain Capital Private Credit | None disclosed | No related-party transactions disclosed with LDOS |
| DLA Piper (Global Board) | None disclosed | No related-party transactions with LDOS disclosed; Board annually reviews independence/relationships |
- LDOS disclosed specific related-party items (employee relatives) for others; none involve Mr. Fubini .
Expertise & Qualifications
- M&A integration and corporate transformations (founded McKinsey’s Global Merger Management Practice; led integrations for IBM, Coca-Cola, DuPont, Merck) .
- Organizational turnarounds and sustainable shareholder value creation; human capital/talent strategy leadership .
- Academic leadership in strategic leadership/organizational behavior (Harvard Business School) .
Equity Ownership
| Metric | Amount | As-of Date/Notes |
|---|---|---|
| Common stock beneficially owned | 14,678 shares | As of Feb 28, 2025; none of the listed individuals >1% ownership; group total ~0.69% |
| Unvested stock units (director) | 912 units | At end of fiscal 2024 (includes units in deferral plan) |
| Vested options outstanding (aggregate shares) | 3,475 | At end of fiscal 2024 |
| Shares pledged as collateral | 0 pledged (company-wide statement) | Company notes no shares have been pledged by listed individuals |
| Ownership guideline | At least 5x annual cash retainer | Company states all directors observe requirement; preclearance required; no exceptions in 2024 |
Governance Assessment
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Strengths
- Long-tenured independent director with deep M&A/organizational change expertise aligned to LDOS’s strategy and talent agenda; chairs HRC, which met 5 times in 2024 .
- Robust board governance environment (independent Chair; executive sessions every meeting; majority voting; proxy access) and full compliance with director attendance thresholds and annual meeting attendance .
- Director compensation structure balanced between cash and equity, with clear ownership guidelines (5x cash retainer) and no pledging—enhancing alignment with shareholders .
- As HRC Chair, Mr. Fubini signed the CD&A report and committee letter; say-on-pay support was ~96% at the 2024 meeting—a positive signal for pay governance and investor confidence .
-
Watch items
- Multiple outside roles (two public BDCs and DLA Piper Global Board); LDOS discloses independence and conducts annual conflict reviews—no Fubini-related RPTs disclosed, but ongoing monitoring of time commitments and any professional overlaps remains prudent .
- Director retainer increases for 2025 (+$5k cash and equity) reflect market alignment; investors typically assess whether fee growth outpaces workload/complexity and outcomes; LDOS frames the change as aligning with market median .
-
RED FLAGS
- None disclosed specific to Mr. Fubini: no related-party transactions, no pledging, and Board affirmed independence .
- Attendance: Company reports no director fell below 75% in 2024; all attended the annual meeting .