Gregory R. Dahlberg
Leidos HoldingsAbout Gregory R. Dahlberg
Independent director of Leidos Holdings, Inc. since 2016; age 73. Dahlberg brings nearly 40 years of government, congressional, and industry experience, including service as the 26th Under Secretary of the Army (Acting Secretary in early 2001) and senior leadership roles at Lockheed Martin overseeing Washington operations; he specializes in military affairs, federal budgeting, and government relations. Committee roles: Chair, Technology & Information Security (TIS); Member, Audit & Finance (AF). Education details are not disclosed in the proxy; independence affirmed by the Board under NYSE-aligned guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | 26th Under Secretary of the Army; Acting Secretary of the Army | Not disclosed | Senior civilian leadership with responsibility for Army management, programming, and budgeting |
| U.S. House of Representatives, Appropriations Committee | Staff Member, Transportation Subcommittee; Minority Staff Director, Defense Subcommittee | Not disclosed | Jurisdiction over Department of Defense and intelligence programs; deep expertise in federal budgeting |
| Lockheed Martin Corp. | SVP, Washington Operations; SVP, Strategic Enterprise Initiatives | Not disclosed | Led advocacy, marketing, legislative strategy; liaison with Congress, White House, agencies, and stakeholders |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current public company boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Dahlberg is independent and free from material relationships; AF, HRC, and CGE committees require independence; AF/HRC members must meet heightened independence standards (no compensatory relationships) |
| Committee Assignments | TIS (Chair); AF (Member) |
| Committee Meetings (2024) | TIS: 4 meetings; AF: 4 meetings; HRC: 5; CGE: 4 |
| Audit Committee Financial Expert | AF members meet SEC/NYSE independence and literacy; except for Dahlberg, all AF members qualify as audit committee financial experts under SEC rules (governance consideration) |
| Board Meetings & Attendance (2024) | Board held 9 meetings; no director attended fewer than 75% of aggregate Board and committee meetings; 100% director attendance at the 2024 annual meeting |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 135,220 | Aggregate cash for annual retainer and committee/chair roles; directors may defer cash fees into deferral plans |
| Committee Chair Fee (All Other Committees) | 15,000 | TIS chair fee per program schedule (AF chair $25,000; HRC chair $20,000; Independent Chair $200,000) |
| 2025 Program Change | +5,000 cash retainer | Approved Oct 2024 to align with market median |
Performance Compensation
| Grant Type | Grant Value ($) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Units (2024) | 130,106 | Not disclosed | Earlier of one year from grant or next annual meeting | |
| Stock Options (2024) | 50,001 | Not disclosed | Standard director vesting; strike/expiration not disclosed | |
| 2025 Program Change | +5,000 equity retainer | — | — | Approved Oct 2024 to align with market median |
| Performance Metrics | None disclosed | — | — | Director equity is time-based, not tied to performance metrics |
Directors can defer equity into the Key Executive Stock Deferral Plan; RSUs and options are accounted under FASB ASC 718; grant timing for 2024 annual director awards referenced as May 3, 2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict |
|---|---|---|---|
| None | — | — | No current public company boards; no interlocks disclosed |
Expertise & Qualifications
- Military affairs and federal budgeting; senior civilian leadership at DoD (Under Secretary/Acting Secretary of the Army) .
- Congressional appropriations and government relations; Defense Subcommittee minority staff director .
- Industry advocacy and stakeholder management; Lockheed Martin Washington operations leadership .
- Education: not specified in proxy; Board cites relevant skills across government, risk, and technology oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficially owned common stock (as of Feb 28, 2025) | 20,586 | None of directors/officers >1% ownership; group owns ~0.69%; no shares pledged |
| Stock units (vested, deferral plans) | — | No vested stock units listed for Dahlberg as of Feb 28, 2025 |
| Option shares and RSUs within 60 days | — | None for Dahlberg as of Feb 28, 2025 |
| Unvested stock units (FY2024 year-end) | 912 | Includes unvested units in deferral plans |
| Aggregate shares subject to outstanding options (FY2024 year-end) | 13,782 | Vested options outstanding at FYE |
| Ownership Guidelines | At least 5x annual cash retainer | All directors continue to observe holding requirement; preclearance required; no exceptions in 2024 |
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Compliant | Company believes all directors/executives complied with SEC reporting; filings prepared by company personnel; no additional reports required per representations |
| Form 4 transactions | Not disclosed in proxy | Proxy does not list individual Form 4 activity for Dahlberg |
Governance Assessment
- Committee leadership and oversight: As TIS Chair, Dahlberg oversees technology, cyber, and information security risks—material areas for a government IT contractor; TIS met 4 times in 2024, indicating active risk oversight. He also serves on AF, participating in financial reporting and audit oversight.
- Independence and conflicts: Board affirmed independence; annual questionnaires and diligence performed; no related-party transactions disclosed involving Dahlberg. No shares pledged.
- Financial expertise: AF members meet independence and literacy standards; noteworthy that Dahlberg is not designated an “audit committee financial expert” while other AF members are—manageable given committee composition but a minor gap for AF expertise density.
- Engagement and attendance: Board held nine meetings; all directors ≥75% attendance and 100% annual meeting attendance—supports engagement.
- Compensation and alignment: Balanced mix of cash, RSUs, and options; RSUs/Options vest on time-based schedule; ownership guidelines enforced (≥5x cash retainer) and met by directors; 2025 retainer increases (+$5k cash and equity) align to market median per FW Cook—no signs of pay inflation or misalignment.
- RED FLAGS: None apparent—no related party transactions, no pledging, compliant Section 16 filings. Observation: not an AF financial expert designation (mitigated by other members’ qualifications).