Patrick M. Shanahan
Leidos HoldingsAbout Patrick M. Shanahan
Patrick M. Shanahan (age 62) has served as an independent director of Leidos Holdings, Inc. since 2022. He is the former Acting Secretary of Defense and the 33rd Deputy Secretary of Defense, where he led key policy frameworks including DoD’s 2018 Defense Strategy and Cyber Posture Review, and launched the Joint Artificial Intelligence Center (JAIC) and the DoD AI Strategy. Shanahan is currently President & CEO of Spirit AeroSystems and brings deep aerospace manufacturing, supply chain, cybersecurity, AI, and cloud modernization expertise to the Leidos board .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Acting Secretary; Deputy Secretary of Defense | Acting: Jan 1, 2019–Jun 23, 2019; Deputy: Jul 2017–Jan 2019 | Led 2018 Defense Strategy; 2018 Cyber Posture Review; instituted JAIC; oversaw DoD AI Strategy . |
| The Boeing Company | SVP Supply Chain & Operations; SVP Commercial Airplane Programs; VP & GM 787 Dreamliner; VP & GM Missile Defense Systems; VP & GM Rotorcraft Systems | Various senior roles (30+ years) | P&L leadership across civil and defense units; manufacturing and supplier management; advanced manufacturing technologies . |
External Roles
| Organization | Role | Tenure (as disclosed) | Interlock relevance |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | President & CEO; Director | CEO since Sep 2023; Director since Nov 2021 | Major aerostructures supplier; relevant to defense aerospace ecosystem . |
| CAE Inc. | Director | Not specified | Defense training/simulation; adjacent to Leidos markets . |
| Zanite Acquisition Corp. (now Eve Holding, Inc.) | Director (past five years) | Prior role | Air mobility SPAC; no current interlock at Leidos . |
Board Governance
- Committee memberships: Corporate Governance & Ethics; Technology & Information Security (2025). Prior year (2024): Human Resources & Compensation; Technology & Information Security .
- Independence: Board determined Shanahan is independent under NYSE and Leidos guidelines .
- Attendance/engagement: In 2024, the Board held 9 meetings; no director attended fewer than 75% of Board/committee meetings; 100% attendance at the 2024 annual meeting . In 2023, 6 Board meetings; no director under 75%; 100% attendance at 2023 annual meeting .
- Committee activity (2024): Audit & Finance–4; Corporate Governance & Ethics–4; Human Resources & Compensation–5; Technology & Information Security–4 meetings .
- Lead Independent structure: Independent Chair (Robert S. Shapard); executive sessions at every Board meeting without management .
- Limits on other boards: Independent directors may serve on no more than three other public company boards; Shanahan currently serves on two (Spirit, CAE), within policy .
Fixed Compensation
Program design
- Annual director compensation comprises cash retainers and equity (RSUs and stock options); no meeting fees; FW Cook advises benchmarking .
- 2025 program approved increases: +$5,000 to both cash and equity retainers; +$2,500 to Corporate Governance & Ethics Chair cash retainer .
Patrick Shanahan – director compensation (USD)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees | $125,000 | $125,000 |
| Stock awards (grant-date fair value) | $125,054 | $130,106 |
| Option awards (grant-date fair value) | $50,007 | $50,001 |
| Total | $300,061 | $305,107 |
Program elements and vesting
- RSUs: annual grants; director RSUs generally vest at the earlier of one year from grant or next annual meeting .
- Options: exercise price equals prior day’s NYSE closing price; options vest ratably over three years (34%/33%/33%) for grants in 2023+ .
Performance Compensation
Executive incentive metrics (signals of pay-for-performance alignment)
| Metric | FY 2024 STIP Weight | FY 2024 LTIP | FY 2025 Program (notional) |
|---|---|---|---|
| Adjusted EBITDA Margin (%) | 40% | — | Continues |
| Operating Cash Flow | 30% | — | Continues |
| Revenue | 30% | — | Continues |
| Cumulative Adjusted EBITDA ($) | — | 50% (replacing revenue) | Continues |
| Relative TSR | — | 50% (negative TSR cap ≤100% payout) | Continues |
Note: Director equity is time-based; performance metrics apply to executive compensation and reflect Board oversight of pay-for-performance .
Other Directorships & Interlocks
| Company | Relationship to Leidos | Potential interlock risk |
|---|---|---|
| Spirit AeroSystems (CEO/Director) | Defense aerostructures supplier to OEMs; Leidos is systems/services integrator | Adjacent ecosystem; no related-party transactions disclosed; independence affirmed . |
| CAE Inc. (Director) | Defense training/simulation | Adjacent ecosystem; no related-party transactions disclosed . |
Expertise & Qualifications
- Cybersecurity and information networks; AI and cloud modernization; champions of digital transformation across DoD operations .
- Advanced manufacturing and global supply chain leadership; P&L oversight in civil aviation and defense .
- Government policy and national security perspective; customer priorities awareness and global security issues .
Equity Ownership
| Item | Value |
|---|---|
| Common stock beneficially owned (Feb 28, 2025) | 2,910 shares |
| Ownership as % of outstanding | ~0.0023% (2,910 / 128,213,171) |
| Unvested director stock units (Dec 2024) | 912 units |
| Vested options outstanding (Dec 2024) | 5,613 shares |
| Pledging/hedging | No shares pledged; hedging/short sales/derivatives/pledging prohibited by policy |
| Director ownership guideline | ≥5x annual cash retainer; all directors observed this requirement in 2024 . |
Governance Assessment
- Strengths: Independent director with directly relevant cyber/AI/government expertise; active on Technology & Information Security and Corporate Governance & Ethics committees; independence and attendance thresholds met; meaningful equity participation consistent with ownership guidelines; robust Board governance practices (independent Chair, executive sessions, majority voting) .
- Potential conflicts/risks: External CEO role at Spirit AeroSystems and CAE directorship add time commitments and potential ecosystem overlaps; however, Board independence review found no material relationships; related-party transactions policy centralizes review under Audit & Finance; policy limits serving on >3 public boards (he is within limit) .
- Compensation alignment signal: Executive pay program emphasizes EBITDA margin, cash flow, TSR, and cumulative adjusted EBITDA; say‑on‑pay support at ~96% indicates investor confidence in pay design .
RED FLAGS: None disclosed specific to Shanahan. Monitor for conflict management and recusal protocols regarding any future Leidos engagements with Spirit/CAE; confirm continued adherence to hedging/pledging prohibitions .
Appendix: Board & Committee Activity (FY 2024)
| Board/Committee | Meetings held |
|---|---|
| Board of Directors | 9 |
| Audit & Finance | 4 |
| Corporate Governance & Ethics | 4 |
| Human Resources & Compensation | 5 |
| Technology & Information Security | 4 |
Insider Filings
- Section 16(a) compliance: Leidos believes all directors and executive officers complied with reporting requirements in FY 2024; no individual transaction details are disclosed in the proxy .