Nancy A. Norton

About Nancy A. Norton

Vice Admiral (Ret.) Nancy A. Norton, age 60, has served as an independent director of Leidos since January 1, 2024. She brings 30+ years of U.S. Navy leadership with deep cybersecurity and information networks expertise, including command of JFHQ-DODIN and service as Director and Vice Director of DISA. As of the 2025 proxy, she serves on the Human Resources & Compensation and Technology & Information Security Committees . The Board has affirmatively determined she is independent under NYSE standards and Leidos’ guidelines .

Past Roles

External Roles

Board Governance

• Independence and service: Independent director; Board determined Norton has no material relationship impeding independent judgment .
• Committees: Human Resources & Compensation (member) and Technology & Information Security (member); not a chair as of the 2025 proxy .
• Attendance and engagement: Board held 9 meetings in fiscal 2024; no director attended fewer than 75% of combined Board/committee meetings; all directors attended the 2024 annual meeting (100%) .
• Board leadership and process: Independent Chair (Robert S. Shapard); executive session at every Board meeting without management present .
• Cybersecurity oversight linkage: Management provides at least quarterly cybersecurity updates to the Board and the Technology & Information Security Committee on risks, AI use, exposures, and mitigation—directly aligned with Norton’s expertise .

Fixed Compensation

Performance Compensation

No director performance metrics (e.g., TSR/EBITDA targets) are used for non-employee director pay; performance-based metrics cited in the proxy relate to executive officers, not director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Core skills: Cybersecurity and information networks; technology and innovation oversight; human capital management at scale (led ~8,000 personnel at DISA) .
• Recognition: NSA Frank B. Rowlett Award for individual achievement in information security .
• Board skills fit: Aligns with Leidos’ Board matrix in innovation/technology/cyber, government/military experience, risk management, and human capital oversight .

Equity Ownership

Equity Award Status at FY2024 Year-End (non-beneficial holdings disclosure)

Ownership Alignment Policies

• Director ownership guideline: At least 5x annual cash retainer; company states all directors continue to observe this holding requirement .
• Hedging/pledging controls: Policies prohibit short-term/speculative transactions; all director transactions require preclearance; no exceptions granted in 2024 .
• Deferral: Directors may defer cash retainers and certain equity into Keystaff Deferral Plan and Key Executive Stock Deferral Plan .

Governance Assessment

• Strengths:

  • Clear independence; committee alignments (HRC and TIS) leverage deep cyber/DoD expertise .
  • Strong attendance culture (≥75% for all; 100% annual meeting) and independent chair with executive sessions each meeting—supports effective oversight .
  • Robust cyber risk oversight cadence to Board/TIS, well-matched to Norton’s background .
  • Director ownership guideline (5x cash retainer) and prohibition on hedging/pledging with enforced preclearance—positive alignment controls .

• Watch items / signals to monitor:

  • Early-tenure ownership optics: Norton reported zero beneficially owned shares as of Feb 28, 2025, while holding unvested RSUs and vested options; company nonetheless states all directors observe ownership guidelines. Monitor future filings for growth in actual share ownership as awards vest and guidelines phase-in .
  • Director equity mix includes stock options (in addition to RSUs); while permitted, options for directors are less common at some peers. Continue to assess investor feedback on director pay structure over time (LDOS discloses no meeting fees and median-aligned retainer levels) .

• Related-party / conflicts: No related-party transactions disclosed for Norton; related-party items disclosed pertain to certain executives’ relatives and were approved by Audit & Finance; none involve Norton .

• Shareholder sentiment indicator: Say-on-pay support ~96% for the prior program at the 2024 annual meeting—indirectly supportive of compensation governance under HRC oversight, where Norton serves as a member and signatory to the HRC report and letter .

Director Compensation (Detail)

Program Reference (non-employee directors)

• Equity annual grant: $130,000 RSUs and $50,000 options; vest earlier of one year from grant or next annual meeting .
• 2025 adjustment: +$5,000 to equity and cash retainers per director; +$2,500 to CG&E chair cash retainer .
• No separate meeting fees; reimbursement for expenses .

Other Directorships & Interlocks

Governance Policies Snapshot

• Independent Chair structure and majority voting with resignation policy .
• Annual Board/Committee evaluations, including periodic third-party facilitation .
• Proxy access and annual election of all directors .
• Stockholder engagement: reached holders of ~56 million shares; 84% of top 20 .

Appendices (Committee Context)

• HRC Committee (5 meetings in FY2024): approves executive and director compensation; reviews CD&A; compensation risk and HR strategy oversight; Members include Norton .
• Technology & Information Security Committee (4 meetings in FY2024): technology/innovation integration, cybersecurity/information security risk oversight; Members include Norton .