Elizabeth M. Porter
Leidos HoldingsAbout Elizabeth M. Porter
Elizabeth M. Porter is President, Health and Civil Sector at Leidos (LDOS), serving in this role since January 2024; she was previously President of Leidos’ Health Group (Aug 2020–Jan 2024) and Acting Group President (Mar–Aug 2020). She is 54 years old as of February 11, 2025, and has held senior operating roles across federal health, energy, and DoD networks, with prior experience at Lockheed Martin in corporate engineering and energy initiatives . Incentive metrics driving her pay include adjusted EBITDA margin, operating cash flow, revenue, adjusted EPS, and relative TSR; in 2024 her sector delivered 112.2% of revenue target, 144.6% of operating cash flow target, and 158.6% of adjusted EBITDA margin target, supporting outsized annual incentive payouts . Company-level “Pay vs Performance” references FY2024 revenue of $16,662 million and net income of $1,251 million, with total shareholder return (TSR) tracked against a peer group, which anchors PSU vesting outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leidos | President, Health and Civil Sector | Jan 2024–present | Sector exceeded revenue, OCF, and EBITDA margin targets; aligned organization and drove organic EBITDA expansion strategy |
| Leidos | President, Health Group | Aug 2020–Jan 2024 | Led Health Group, employee engagement and growth initiatives (predecessor role) |
| Leidos | Acting Group President, Health | Mar 2020–Aug 2020 | Transitional leadership for Health Group |
| Leidos | SVP & Operations Manager, Federal Energy & Environment | — | Senior operating leadership across federal energy/environment |
| Leidos | DoDIN & Mission Partner Program Director | — | Led DoD networks and mission partner program |
| Lockheed Martin | Director of Energy Initiatives, Corporate Engineering & Technology | — | Corporate engineering/technology leadership in energy initiatives |
External Roles
No external public-company board roles are disclosed for Ms. Porter in LDOS’ executive officer list (2025 10-K) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | $595,000 | $615,000 |
| Salary paid (SCT) ($) | $568,846 | $616,517 |
| Target annual cash incentive ($) | — | $615,000 |
| Actual bonus paid (NEIP) ($) | $828,716 | $1,209,551 |
| One-time cash bonus ($) | — | $5,000 |
Notes:
- Annual salary increases effective March; SCT salary may differ from rate .
- 2024 “AIP payout from financial score” for Porter: $1,217,284 (≈198% of target), distinct from NEIP reported in SCT .
Performance Compensation
Annual Cash Incentive Program (AIP) – Structure and Outcomes
| Item | Details |
|---|---|
| AIP metrics & weights | Adjusted EBITDA Margin (%) 40%; Operating Cash Flow 30%; Revenue 30% |
| Sector President weighting | 25% enterprise results + 75% sector financial results; ±20% leadership “Modifier” (none applied in 2024) |
| Porter – 2024 sector performance | Revenue 112.2% of target; Operating Cash Flow 144.6%; Adjusted EBITDA Margin (%) 158.6% |
| Porter – target and payout | Target $615,000; AIP payout from financial score $1,217,284; Modifier $0; Total $1,217,284 (≈198% of target) |
Long-Term Incentives (2024 grants; vesting/performance)
| Award | Metric | Weighting | Target | Actual Status | Vesting / Terms |
|---|---|---|---|---|---|
| 2024 PSUs (3/8/2024) | rTSR vs peer + Cumulative Adjusted EBITDA ($) | 50% / 50% | 5,924 sh; $768,750 | Determined at end of FY2024–FY2026 cycle (2027) | Cliff vest at end of 3-year performance period |
| 2024 PRSUs (3/8/2024) | Adjusted EPS hurdle (FY2024 goal $3.81 achieved) | 100% hurdle | 3,554 sh; $461,250 | Eligible to vest | Ratable 3-year vesting: 34%/33%/33% from grant date |
| 2024 Stock Options (3/8/2024) | Stock price appreciation | — | 8,814 options; $307,500 | — | 3-year ratable vesting; 7-year expiry; strike $129.79; expires 3/7/2031 |
| 2022–2024 PSP outcome | rTSR + Revenue | 50% / 50% | — | Committee-approved payout 121.36% of target | Based on 3-year cumulative metrics across program |
Option Exercises and Stock Vesting (realization in 2024)
| Name | Options exercised (#) | Value on exercise ($) | Shares vested (#) | Value on vest ($) |
|---|---|---|---|---|
| Elizabeth M. Porter | 3,268 | $224,348 | 8,028 | $1,000,200 |
Equity Ownership & Alignment
| Ownership (as of Feb 28, 2025) | Shares/Units | Notes |
|---|---|---|
| Common Stock | 24,249 | Sole voting/investment power unless otherwise indicated |
| Option Shares and RSUs (within 60 days) | 14,798 | Exercisable/options and RSUs vesting in 60 days |
| Stock Units (deferred plans) | — | — |
| Total Beneficial Ownership | 39,047 | 128,213,171 shares outstanding; no shares pledged |
| Ownership % of outstanding | ≈0.03% | 39,047 / 128,213,171 (calc); outstanding shares per proxy |
Selected outstanding awards (fiscal year-end 2024):
- Options unexercisable: 8,814 at $129.79 expiring 3/7/2031; 6,306 at $96.95 expiring 3/2/2030; 4,302 at $105.08 expiring 3/3/2029; 2,424 at $89.08 expiring 3/4/2028 .
- Unvested time-based units: PRSU 817; 1,499; 2,597; RSU 10,163 (market values shown in proxy) .
- Unearned performance units: PSUs 6,557 (2023 grant); 4,997 (2022 grant); 5,924 (2024 grant) with corresponding market values in table .
Stock ownership guidelines and alignment:
- Guidelines: CEO 6x salary; Other NEOs 5x salary; executives must hold all after-tax shares acquired until guideline met; PRSUs (with met hurdle) count; unvested PSUs and unexercised options do not .
- Hedging/pledging/margin prohibited; preclearance required for all insider transactions .
- No exceptions to executive stock ownership requirement in 2024 .
Employment Terms
Severance Plan Overview (double-trigger for CIC)
- Without CIC: lump sum 1.0x base salary + pro-rata bonus based on actual performance; 12 months COBRA premium cost; 12 months outplacement; confidentiality, non-disparagement; 12-month non-compete and non-solicit .
- With CIC (qualifying termination three months prior to or within 24 months after CIC): lump sum 1.5x (base salary + target bonus) + pro-rata bonus at target; 18 months COBRA premium cost; continued financial planning for year of termination; 12 months outplacement; double-trigger; 18-month non-compete and non-solicit .
- Equity: certain awards accelerate or pro-rate upon involuntary not-for-cause termination, death, or disability per plan terms; equity vesting post-CIC subject to plan definitions and release/covenants .
Ms. Porter – Estimated Payments by Scenario (as of proxy)
| Component | Involuntary Termination (Without Cause/Good Reason) ($) | Change in Control ($) | Death ($) | Disability ($) |
|---|---|---|---|---|
| Severance and Pro‑rata Bonus | 1,824,551 | 2,460,000 | 1,209,551 | 1,209,551 |
| Restricted Stock Units | 1,379,564 | 2,781,815 | 2,781,815 | 2,781,815 |
| Stock Options | 366,113 | 791,319 | 791,319 | 791,319 |
| Performance Share Awards | 2,515,074 | 4,177,852 | 2,777,223 | 2,515,074 |
| Benefits & Perquisites | 19,552 | 23,077 | — | — |
| Total | 6,104,854 | 10,234,063 | 7,559,908 | 7,297,759 |
Other policies and governance:
- Compensation recoupment policy (clawback) covering cash and equity; additional NYSE/Exchange Act-compliant clawback adopted Oct 26, 2023 .
- No excise tax gross‑ups; no single‑trigger CIC severance; no option repricing without shareholder approval; say‑on‑pay support ~96% in 2024 .
Investment Implications
- Pay-for-performance alignment: AIP is heavily tied to EBITDA margin, OCF, and revenue; sector outperformance (158.6% EBITDA margin; 144.6% OCF; 112.2% revenue) translated to ~198% of target payout—supporting near-term cash compensation leverage to financial execution .
- Vesting and potential selling pressure: Significant scheduled vesting (PRSU/options at 34/33/33 from Mar 8, 2024 grants; multiple legacy grants outstanding) plus annual vest events and option expiries (2028–2031) create recurring windows that could increase insider selling activity; 2024 realizations included option exercises (3,268 sh) and stock vesting (8,028 sh) .
- Ownership alignment and risk: Beneficial ownership is modest (~0.03% of outstanding) but strict 5x-salary ownership guidelines, prohibition on hedging/pledging/margin, and no exceptions in 2024 mitigate misalignment and leverage risk .
- Change-of-control economics: Double-trigger CIC with 1.5x base+target bonus and substantial equity acceleration raises retention through deal uncertainty but increases potential M&A transaction costs; non-compete/non-solicit covenants (12–18 months) protect the franchise .
- Long-term value creation: PSUs linked to rTSR and cumulative EBITDA strengthen alignment with shareholder outcomes; prior cycle PSP payout at 121.36% reflects multi-year performance momentum and peer-relative TSR differentiation, a positive signal if sustained .