Robert S. Shapard
Leidos HoldingsAbout Robert S. Shapard
Independent, non-executive Chair of the Board at Leidos (LDOS), age 69, serving on the Board since 2013. He chairs the Corporate Governance & Ethics (CGE) Committee and serves on the Audit & Finance (AF) Committee as an SEC-defined “audit committee financial expert.” Former utility CEO and multi-time public company CFO, bringing deep finance, risk oversight, regulated-industry and large-scale operations experience to Leidos’ Board leadership .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Oncor Electric Delivery Company LLC | CEO; Strategic Advisor | — | Led major utility; oversaw large-scale systems and cybersecurity protocols; experience includes 2018 majority-stake sale to Sempra Energy . |
| Tenet Healthcare Corporation | CFO | — | Public company CFO; capital markets, financial risk management background . |
| Exelon | EVP, CFO | — | Public company CFO; regulated utility finance and risk . |
| Ultramar Diamond Shamrock (merged into Valero Energy) | EVP, CFO | — | Corporate restructuring and strategic initiatives supporting merger with Valero . |
| TXU Australia (subsidiary of former TXU Corp.) | CEO and Managing Director | — | Led electricity and gas distributor; regulated environment expertise . |
External Roles
| Company | Role | Notes |
|---|---|---|
| NACCO Industries, Inc. | Director | Current public company directorship disclosed; no LDOS-related party transactions disclosed in proxy . |
Board Governance
- Role: Independent, non-executive Chair; presides over meetings, sets agendas/materials, leads independent director sessions every Board meeting, liaises with management, and may override CEO in consultation with the Board on risk matters .
- Independence: Board determined Shapard independent; all committee members on AF, HRC, CGE are independent per NYSE and company guidelines .
- Committees: Chair, Corporate Governance & Ethics (CGE); Member, Audit & Finance (AF); designated financial expert on AF .
- Special Committee: Chaired a special independent committee (with external counsel) overseeing an internal investigation (FCPA-related conduct review); dissolved Feb 2025 after three 2024 meetings .
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of aggregate Board/committee meetings; 100% director attendance at the 2024 annual meeting .
- Board Service Limits: Policy limits independent directors to no more than three other public company boards; advance notice required for significant new commitments .
| 2024 Board/Committee Activity | Meetings |
|---|---|
| Board of Directors | 9 |
| Audit & Finance (AF) | 4 |
| Corporate Governance & Ethics (CGE) | 4 |
| Human Resources & Compensation (HRC) | 5 |
| Technology & Information Security (TIS) | 4 |
| Special Committee (independent; Shapard Chair) | 3 (in 2024; dissolved Feb 2025) |
Fixed Compensation (Non-Employee Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $355,000 | Total cash for 2024 . |
| Program elements informing cash fees | — | Independent Chair retainer $200,000; CGE Committee Chair fee $15,000; Special Committee Chair fee $15,000; annual director cash retainer also applies (company does not state the base amount in program text; total reflects all roles) . |
- 2025 Program Changes: Board approved increases of $5,000 to each of cash and equity retainers for directors and a $2,500 increase to the CGE chair cash retainer to align nearer market median .
Performance Compensation (Equity and incentive design context)
| Equity/Metric | Structure | 2024 Details |
|---|---|---|
| Stock awards (RSUs) | Annual equity grant to directors | $130,106 grant date fair value; RSUs vest on the earlier of one year from grant or next annual meeting . |
| Option awards | Annual equity grant to directors | $50,001 grant date fair value . |
| Company STI metrics (context overseen by Board/HRC) | Weighting | Adjusted EBITDA Margin (%) 40%; Operating Cash Flow 30%; Revenue 30% (70% EBITDA margin threshold applies; personal +/-20% modifier) . |
| Company LTI metrics (context) | Weighting | Cumulative Adjusted EBITDA ($) 50%; Relative TSR 50%; negative absolute TSR cap to 100% payout; threshold/target/max as disclosed . |
Note: Directors’ equity grants are time-based; performance metrics above apply to executive incentive plans, included for governance context on pay-for-performance oversight .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Notes |
|---|---|---|
| NACCO Industries, Inc. | Public company | No LDOS-related party transactions involving Shapard disclosed; Board has related-party review/approval policy via AF Committee; 2024 related-party items did not involve directors’ outside boards . |
Expertise & Qualifications
- SEC “audit committee financial expert”; multi-time public company CFO (Tenet, Exelon, Ultramar Diamond Shamrock); regulated-utility CEO; M&A execution (Oncor sale; Ultramar restructuring) .
- Large-scale systems/cybersecurity deployment oversight; deep knowledge of federal/state regulatory regimes and government partnerships; capital markets and risk management expertise .
Equity Ownership
| Item (as of Feb 28, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Common stock | 57,776 | Direct/indirect beneficial ownership . |
| Vested stock units (deferred plan) | 1,604 | In Key Executive Stock Deferral Plan/Management Stock Compensation Plan . |
| Total beneficially owned | 59,380 | None individually >1% of outstanding shares; directors/officers as group ~0.69% . |
| Unvested stock units (12/29/2024) | 912 | End of fiscal 2024 count . |
| Vested stock options outstanding (12/29/2024) | 14,782 | End of fiscal 2024 count . |
| Shares pledged as collateral | None | Company states “No shares have been pledged” . |
| Ownership guideline | ≥5x annual cash retainer (directors) | All directors comply with holding requirement . |
Governance Assessment
-
Positives
- Independent, non-executive Chair with robust authorities (agenda setting, executive sessions every meeting, liaison role, and risk oversight including ability to override CEO in consultation with Board) enhances independence and accountability .
- Strong attendance and engagement; no director under 75% attendance; full attendance at 2024 annual meeting .
- Compensation alignment: director pay mix includes material equity; vesting aligned to annual meeting; no short-term speculative trading; ability to defer; all directors meet 5x retainer ownership guideline; no pledging—supports skin-in-the-game .
- Risk oversight credibility: AF membership as financial expert; chaired independent special committee on FCPA-related internal review—indicates willingness to engage in difficult oversight .
-
Watch items
- External board load appears within policy (limit ≤3 other public boards), with one current public company board disclosed (NACCO); continue to monitor time commitments and evolving committee workloads amid Board refreshment .
- Compensation program adjustments for 2025 raise retainers modestly to market median—appropriate, but monitor aggregate pay versus workload and performance outcomes to avoid ratcheting .
- Company-level context: Say-on-Pay support at ~96% in 2024 signals investor alignment but should be monitored for durability if performance or metrics change .
Director Compensation (2024)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Robert S. Shapard | 355,000 | 130,106 | 50,001 | 535,107 |
Program elements affecting Shapard’s fees include Independent Chair retainer ($200,000), CGE Committee Chair fee ($15,000), and Special Committee Chair fee ($15,000); annual director cash retainer applies per program .
Say-on-Pay & Shareholder Feedback (Context for Board oversight)
- Say-on-Pay approval ~96% in 2024; three-year average ~96% .
- Ongoing outreach covered strategy, compensation, human capital, supply chain; Board receives quarterly reporting on investor feedback .
Related Party & Conflicts Check
- Related-party transactions reviewed under formal policy by AF Committee; 2024 disclosed relationships involved employee relatives of executives, not directors; no Shapard-related transactions disclosed .
- Section 16 compliance: Company believes all directors/officers complied in 2024 per review; no exceptions disclosed .
RED FLAGS
- None disclosed specific to Shapard: no pledging, no related-party transactions, independence affirmed, attendance above threshold .