Gary S. May
Leidos HoldingsAbout Gary S. May
Gary S. May, Ph.D., is an independent director of Leidos (LDOS) and has served on the Board since 2015. He is the 7th Chancellor of the University of California, Davis, and an accomplished engineer recognized for advancing STEM inclusion, including the Presidential Award for Excellence in STEM Mentoring (2015) and AAAS Lifetime Mentor Award. He is currently assigned to the Corporate Governance & Ethics (CGE) and Technology & Information Security (TIS) Committees; the Board has determined he is independent. Age: 60. Director since: 2015. Current public company directorships: none .
Past Roles
| Organization | Role | Committees/Impact | Tenure |
|---|---|---|---|
| Georgia Institute of Technology | Dean, College of Engineering; Chair, School of Electrical and Computer Engineering; Executive Assistant to the President | Led major STEM initiatives; academic leadership | — |
| AT&T Bell Laboratories | Member of Technical Staff | Early-career technical role | — |
External Roles
| Organization | Role | Notes |
|---|---|---|
| University of California, Davis | Chancellor | Oversees 40,000+ students; >$1B annual sponsored research |
| National Society of Black Engineers | Former National Advisory Board member | STEM inclusion leadership |
| Current public company boards | None | — |
Board Governance
- Committee assignments: Corporate Governance & Ethics (member) and Technology & Information Security (member) .
- CGE responsibilities include director nominations, board composition, management succession, ethics/compliance oversight, political engagement, ESG oversight, and annual board/committee self-evaluations .
- TIS responsibilities include oversight of technology strategy, emerging tech/disruption, cybersecurity/information security risks, and risk mitigation processes .
- Independence: The Board determined Dr. May is independent under NYSE and company guidelines .
- Attendance and engagement: In 2024 the Board held 9 meetings; no director attended fewer than 75% of their aggregate Board and committee meetings, and 100% of directors attended the 2024 annual meeting . Executive sessions of independent directors occur at every Board meeting .
- Years of service: Director since 2015 .
- Committee activity in 2024: Meeting counts—Audit & Finance (4), Human Resources & Compensation (5), Corporate Governance & Ethics (4), Technology & Information Security (4) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees (retainers/committee roles) | 125,000 | “Fees earned or paid in cash” for 2024 |
| Total cash | 125,000 | Sum of cash fees |
Additional structure and 2025 changes:
- For 2025, the Board approved increasing both the annual cash and equity retainers for directors by $5,000 each; Corporate Governance & Ethics Committee chair fee increased by $2,500 (Dr. May is not a chair) .
- FW Cook advises on director compensation; no separate meeting fees; Independent Chair retainer is $200,000; committee chair fees range from $15,000–$25,000 depending on committee .
Performance Compensation
| Component (FY2024) | Amount (USD) | Vesting/Structure |
|---|---|---|
| Stock awards (RSUs) | 130,106 | Director equity vests on the earlier of 1 year from grant or next annual meeting |
| Option awards | 50,001 | Options part of annual mix; 1-year minimum vesting requirement; strike set at prior day’s close per plan |
Additional details:
- At FY2024 year-end, Dr. May held 912 unvested stock units and 14,782 vested options outstanding (aggregate) as part of the director program .
- Directors may defer cash and eligible equity into company deferral plans .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Interlocks with competitors/customers/suppliers | None disclosed |
| Related-party transactions | 2024 related-party disclosures involved two employee relatives; none involved Dr. May |
Expertise & Qualifications
- Technology/cyber and innovation: Academic engineer leading a Top-10 national university; oversight of large-scale research portfolio; experience in data analytics, cybersecurity, and software development programs .
- STEM talent development: Nationally recognized for STEM mentoring and workforce upskilling initiatives supporting critical tech skills in LDOS end markets .
- Public-private partnerships: Experience building effective partnerships across academia, government, and industry .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 10,352 common shares; none of the named individuals (including Dr. May) beneficially owns >1% |
| Unvested stock units (FY2024 YE) | 912 units |
| Vested options outstanding (FY2024 YE) | 14,782 options |
| Pledging/hedging | No shares pledged; company policy prohibits hedging, short sales, and pledging; preclearance required |
| Director ownership guideline | Minimum 5x annual cash retainer; all directors in compliance |
Governance Assessment
- Strengths: Independent; meaningful tech/cyber expertise aligned with TIS oversight; active on CGE with direct involvement in board composition/succession/ethics; no share pledging or hedging; in compliance with stock ownership guidelines; satisfactory attendance; no related-party exposure disclosed .
- Compensation and alignment: Director pay mix blends cash with equity (RSUs and options), with one-year vesting or until next annual meeting, aligning interests with shareholders; 2025 adjustments target market median without adding risk features (no single-trigger CIC, no repricing without shareholder approval) .
- Board practice signals: Regular executive sessions, majority voting with resignation policy, robust committee structure, annual third-party-facilitated board evaluation in 2024, and high say-on-pay support (96%) all support investor confidence in governance processes .