Noel B. Geer
Leidos HoldingsAbout Noel B. Geer
Independent director at Leidos (LDOS) since 2013; age 70. Career technology executive with 35+ years in healthcare IT, including President of HCA Information Technology & Services and former CIO roles, with expertise in cybersecurity, data privacy, and large-scale clinical systems modernization. She has served as an Adjunct Professor at Vanderbilt’s Owen Graduate School of Management and contributed to the American Hospital Association Working Group for Health IT Standards. The Board has determined she is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| HCA Healthcare, Inc. | President, HCA Information Technology & Services; SVP & CIO; VP, Information Services; prior systems development roles | — | Led multiyear EHR build, clinical decision support, datacenter virtualization, cybersecurity and IT governance; team recognized with 20+ industry awards |
| America Service Group (merged with Valitás Health Services) | Chief Information Officer | — | CIO for government-agency-focused healthcare services; gained deep familiarity with federal agency priorities |
| Vanderbilt University – Owen Graduate School of Management | Adjunct Professor | — | Academic affiliation (graduate business) |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| — | — | — | Current public company boards: None |
| American Hospital Association | Working Group for Health IT Standards (participant) | N/A | Industry standards contributor |
Board Governance
- Committee assignments: Human Resources & Compensation (HRC); Corporate Governance & Ethics (CGE). Not a committee chair .
- Special Committee: Member of the special independent directors’ committee overseeing an internal investigation (including potential FCPA matters); 3 meetings held in 2024; dissolved Feb 2025 .
- Independence: Board affirmed independence for Geer and all non-management directors on HRC/CGE; audit/HRC members meet heightened independence standards .
- Attendance and engagement:
- Board meetings held in 2024: 9; no director attended fewer than 75% of aggregate board and committee meetings; 100% director attendance at the 2024 annual meeting .
- Executive sessions of independent directors at every Board meeting; independent, non-executive Chair (Robert S. Shapard) .
- Service history: Director since 2013 .
- Overboarding guardrails: Independent directors may not serve on >3 other public company boards .
Quantitative governance snapshot (2024):
| Metric | Value |
|---|---|
| Board meetings held | 9 |
| Director attendance threshold | ≥75% for all directors |
| HRC meetings | 5 |
| CGE meetings | 4 |
| Executive sessions | At every Board meeting |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers, committee/membership fees) | $151,250 | Individual 2024 cash compensation for Geer; company does not pay meeting fees |
| Program schedule (company-wide) | See notes | Independent Chair $200,000 cash; Committee Chair fees: Audit & Finance $25,000; HRC $20,000; other committees $15,000; Special Committee retainer: $15,000 Chair / $10,000 member (Geer served as member in 2024) |
Program updates for 2025: +$5,000 to each of equity and cash retainers for each director; +$2,500 to CGE Chair cash retainer (to align near market median) .
Performance Compensation (Director Equity)
| Component | 2024 Amount | Vesting / Terms |
|---|---|---|
| Stock awards (RSUs) | $130,106 | Vest on earlier of 1 year from grant or next annual meeting; directors may defer into Key Executive Stock Deferral Plan |
| Option awards | $50,001 | Option awards as part of annual director equity; minimum one-year vesting and service-based vesting only (no performance metrics) |
| Equity mix (program design) | $130,000 RSUs; $50,000 options | Annual director equity mix; minimum one-year vesting applies to all equity types |
Notes:
- Director equity is service-based; no performance metrics apply to director grants (performance metrics discussed in the proxy apply to executive officer compensation, not director equity) .
Other Directorships & Interlocks
| Company | Role | Interlock / Conflict Notes |
|---|---|---|
| None | — | Current public company boards: None |
Expertise & Qualifications
- Healthcare IT transformation and operations across >300 facilities; cyber/privacy and IT governance leadership (EHR builds, clinical decision support, datacenter virtualization) .
- Government-focused healthcare IT CIO experience; insight into federal agency operations .
- Academic and standards engagement (Adjunct Professor, AHA Health IT Standards working group) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial common stock | 63,871 shares | As of Feb 28, 2025 |
| Unvested stock units | 912 units | At end of fiscal 2024 |
| Vested stock options outstanding | 10,712 options | Directors’ vested options at 2024 year-end |
| Pledged shares | None | Company disclosure says no shares have been pledged |
| Ownership guideline | ≥5x annual cash retainer | All directors are in compliance |
Governance Assessment
- Strengths and positive signals
- Independent director with deep cyber/privacy and regulated healthcare IT experience; sits on key governance (CGE) and compensation (HRC) committees, enhancing board oversight of risk, ethics, and human capital/compensation .
- Active engagement: served on a 2021–2025 special independent committee overseeing an internal investigation (incl. potential FCPA issues), indicating willingness to oversee sensitive matters; committee held 3 meetings in 2024 and was dissolved in Feb 2025 after completing its remit .
- Alignment and safeguards: director stock ownership guidelines (≥5x cash retainer) with full compliance; hedging/pledging prohibited; preclearance required for all trades—reducing misalignment/optics risks .
- Board independence practices: executive sessions at every meeting; independent Chair; strong say-on-pay support (96% at 2024 meeting) bolsters investor confidence in governance and compensation oversight .
- Potential watch items
- Tenure: service since 2013; Board maintains a mandatory retirement age of 75 and conducts annual refreshment and evaluations, mitigating entrenchment risk .
- Related-party transactions: none disclosed involving Geer; company has formal related-party review/approval via Audit & Finance Committee .
Director Compensation (2024) – Individual Summary
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $151,250 |
| Stock awards (grant-date fair value) | $130,106 |
| Option awards (grant-date fair value) | $50,001 |
| Total | $331,357 |
Program notes (structural): No meeting fees; annual director equity retainer comprised of RSUs and options; 2025 program increases retainer cash and equity by $5,000; CGE Chair fee increased by $2,500 .
Independence, Attendance & Engagement Summary
- Independence: Independent under Board guidelines and NYSE standards .
- Committees served (2024): HRC (5 meetings); CGE (4 meetings) .
- Board meetings held (2024): 9; no director below 75% attendance; 100% attendance at 2024 annual meeting .
- Executive sessions: at every Board meeting; Independent Chair in place .
Conflicts & Related-Party Exposure
- No related-party transactions disclosed for Geer; company policy requires Audit & Finance Committee review/approval of any related-party transactions, with heightened review if director independence is implicated .
- No pledged shares reported for directors and executives in the beneficial ownership table .
- Hedging/pledging and short-term speculative transactions are prohibited for directors and officers; all transactions require preclearance .
Signals Relevant to Investor Confidence
- Strong stockholder support for executive compensation (96% say-on-pay in 2024) and robust stockholder engagement footprint (engaged with ~56 million shares; 84% of top 20 holders), reflecting constructive governance-investor dialogue overseen by independent directors including CGE members .
- Formal board refreshment (mandatory retirement age 75), periodic third-party board/committee evaluations, and comprehensive committee charters for risk, ethics, compensation, and technology/cyber oversight .