Harry M. J. Kraemer, Jr.
Leidos HoldingsAbout Harry M. J. Kraemer, Jr.
Independent director of Leidos Holdings, Inc. (LDOS) since 1997; age 70. Audit & Finance Committee financial expert and member of the Corporate Governance & Ethics Committee. Former Chairman & CEO and CFO of Baxter International; Executive Partner at Madison Dearborn Partners; Clinical Professor at Kellogg School of Management; Certified Public Accountant. Current public-company directorship: Option Care Health, Inc.; past five years: Dentsply Sirona, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International, Inc. | Chairman & CEO; President; SVP & CFO; other senior roles | Not disclosed | Oversaw 50,000+ employees in 103 countries; built high-performing organizations; drove technological innovation and capital allocation |
| Madison Dearborn Partners, LLC | Executive Partner | Not disclosed | Private equity investment experience; capital markets and investment oversight |
| Kellogg School of Management (Northwestern University) | Clinical Professor of Management & Strategy | Not disclosed | Values-based leadership; published books; organizational leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Option Care Health, Inc. | Director | Current | Governance/healthcare services insight |
| Dentsply Sirona, Inc. | Director | Past five years | Dental products governance experience |
| Performance Health | Chairman | Current (non-public) | Healthcare products leadership |
| The Conference Board | Trustee | Current | Public policy and governance perspectives |
Board Governance
- Committee assignments: Audit & Finance (financial expert) and Corporate Governance & Ethics; not a committee chair .
- Independence: Board determined Mr. Kraemer is independent under NYSE and company guidelines; all standing committees composed entirely of independent directors .
- Engagement and attendance: Board held 9 meetings in FY2024; no director attended fewer than 75% of aggregate board and committee meetings; 100% director attendance at the 2024 annual meeting; executive sessions at every board meeting led by the Independent Chair .
- Committee activity: FY2024 meetings—Audit & Finance (4), Corporate Governance & Ethics (4); responsibilities include audit oversight, risk, capital structure, governance, succession, ESG, and ethics .
- Other board service limits: Independent directors may serve on no more than three other public boards; directors must notify the CG&E Chair and Board Chair before accepting significant external roles .
Fixed Compensation
- LDOS non-employee director program (FY2024): Annual equity grants of $130,000 in RSUs and $50,000 in stock options; additional cash retainers for Independent Chair ($200,000) and committee chairs (AF $25,000; HRC $20,000; other committees $15,000); vesting generally the earlier of one year from grant or next annual meeting .
- 2025 changes: Board approved increases of $5,000 to both cash and equity retainers and a $2,500 increase to CG&E chair cash retainer to align with market median .
| Director Compensation (FY2024) | Value ($) |
|---|---|
| Fees earned or paid in cash | — |
| Stock awards (RSUs) | 130,106 |
| Option awards | 50,001 |
| Total | 180,107 |
Notes: Mr. Kraemer elected to defer all cash fees into the Keystaff Deferral Plan and all RSUs into the Key Executive Stock Deferral Plan .
Performance Compensation
- LDOS directors are not subject to performance-based metrics; compensation is cash retainers and time-based equity (RSUs and stock options) .
| Equity Award Type | Vesting | Notes |
|---|---|---|
| RSUs | Earlier of one year from grant or next annual meeting | Directors may defer RSUs into the Key Executive Stock Deferral Plan |
| Stock Options | Vests ratably (director program uses one-year vest to next annual meeting for equity grant; options shown in director totals are outstanding/vested) | No option repricing without shareholder approval |
Other Directorships & Interlocks
- Current public board: Option Care Health, Inc.; prior five years: Dentsply Sirona, Inc.; additional governance roles at Performance Health and The Conference Board .
- LDOS policy reviews potential conflicts; AF Committee must review and approve any related-party transactions involving directors. FY2024 disclosed related-party employment relationships did not involve Mr. Kraemer .
Expertise & Qualifications
- Financial acumen (former CFO), CPA, capital allocation and M&A oversight, risk management, global operations leadership; authored books on values-based leadership .
- Recognized “audit committee financial expert” under SEC rules .
Equity Ownership
- Director stock ownership guideline: At least 5× annual cash retainer; all directors remain in compliance; directors must preclear transactions and are prohibited from hedging/pledging company stock .
- No shares pledged by any directors; beneficial ownership below 1% for each director .
| Ownership (as of Feb 28, 2025) | Shares/Units (#) |
|---|---|
| Common stock | 88,841 |
| Stock units (vested in deferral plans) | 127,530 |
| Options/RSUs exercisable or vesting within 60 days | — (director table shows none in this column for Mr. Kraemer) |
| Total beneficially owned | 216,371 |
| Unvested/Outstanding (FY2024 year-end) | Shares/Units (#) |
|---|---|
| Unvested stock units | 912 |
| Aggregate shares subject to outstanding options (vested) | 14,782 |
Governance Assessment
- Strengths: Longstanding audit and governance oversight; audit financial expert; strong financial and leadership credentials (CEO/CFO/PE partner); independence affirmed; no pledged shares; deferral of fees and RSUs enhances alignment; robust board governance practices (independent chair, majority voting, executive sessions every meeting, stock ownership requirements) .
- Engagement signals: Active committee work (AF, CG&E), with AF and CG&E meeting four times each in FY2024; board met nine times; directors broadly met attendance benchmarks; stockholder engagement strong (84% of top 20; 56 million shares represented) .
- Compensation governance signals: Director pay structure balanced (cash + time-based equity); no option repricing; 2025 modest retainer increases approved via independent consultant FW Cook to align with market median; say‑on‑pay support ~96% in 2024 indicates investor confidence in compensation design (though focused on executives) .
- Potential risks/considerations: Very long tenure (director since 1997) may raise independence perceptions for some investors despite formal independence determinations and periodic third‑party board evaluations; concurrent private equity role (Executive Partner, Madison Dearborn Partners) warrants continued monitoring for potential interlocks or related‑party exposure—no LDOS‑related transactions disclosed in FY2024 .
- Policy protections: Strict insider trading policy (no hedging/pledging, preclearance required); robust related‑party transaction review by AF Committee; majority voting with resignation policy in uncontested elections .