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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

Engility Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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ENGILITY HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2015

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Engility Holdings, Inc. (the “Company”), which will be held on Thursday, May 21, 2015 at 9:00 a.m. eastern daylight time at the Washington Dulles Airport Marriott, 45020 Aviation Drive, Sterling, Virginia 20166.

We are holding the Annual Meeting for the following purposes:

These matters are more fully described in the accompanying proxy statement. We are not aware of any other business to be transacted at the Annual Meeting.

Only stockholders of record on our books at the close of business on Wednesday, March 25, 2015 will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

We are furnishing proxy materials to our stockholders over the Internet. On or about April 10, 2015, we mailed to all stockholders of record as of the close of business on Wednesday, March 25, 2015 a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended December 31, 2014, and our proxy statement and proxy card on the Internet website indicated in our notice. The April 10, 2015 notice also provides instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders.

For questions on accessing proxy materials or voting, please call 1 (800) 579-1639.

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April 10, 2015

YOUR VOTE IS IMPORTANT. STOCKHOLDERS MAY VOTE IN PERSON AT THE ANNUAL MEETING OR BY INTERNET, TELEPHONE OR MAIL. PLEASE REFER TO YOUR PROXY CARD, BROKER INSTRUCTIONS OR THE NOTICE OF PROXY AVAILABILITY DISTRIBUTED TO YOU ON APRIL 10, 2015 FOR INFORMATION ON HOW TO VOTE IN PERSON OR BY INTERNET, TELEPHONE OR MAIL.

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ENGILITY HOLDINGS, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2015

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Engility Holdings, Inc. (the “Company”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 21, 2015 at 9:00 a.m. eastern daylight time at the Washington Dulles Airport Marriott, 45020 Aviation Drive, Sterling, Virginia 20166, and any adjournments or postponements of the Annual Meeting. The Board is soliciting proxies for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the accompanying proxy card are being distributed and made available on or about April 10, 2015.

INTRODUCTION

On February 26, 2015, we completed the acquisition of TASC, Inc. (“TASC”), a leading professional services provider to the national security and public safety markets, in an all-stock transaction valued at approximately $1.3 billion, including the assumption of net debt of approximately $614 million. The combined companies now operate under a new holding company, New East Holdings, Inc., which was renamed “Engility Holdings, Inc.” upon the closing of the acquisition, and continues to trade on the NYSE under the symbol “EGL”. As a result of the acquisition of TASC, certain former TASC stockholders, through Birch Partners, LP, now hold approximately 51.2% of our shares of common stock outstanding as of April 3, 2015, subject to the terms of a Stockholders Agreement described under Proposal 1 below.

This is the first proxy statement we have filed for the combined company following the acquisition of TASC. Because the acquisition occurred on February 26, 2015, the compensation and related information reported in this proxy statement principally relates to predecessor Engility Holdings, Inc. for the period prior to that date. Unless otherwise noted, references to “Engility”, the “Company”, “we”, “us” or “our” refer to predecessor Engility Holdings, Inc. for all periods prior to the completion of the TASC acquisitions and to successor Engility Holdings, Inc. (f/k/a New East Holdings, Inc.) for all periods subsequent to the TASC acquisition.

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PROPOSAL 1    ELECTION OF DIRECTORS

DIRECTORS AND NOMINEES FOR DIRECTOR

Our Amended and Restated Bylaws provide that the number of directors shall be fixed from time to time exclusively by the Board, and shall be divided into three classes. The size of the Board is currently 11 directors.

As a condition to the closing of the TASC acquisition, on February 26, 2015, we entered into a Stockholders Agreement, dated February 26, 2015, with Birch Partners, LP (“Birch Partners”), and for the limited purposes set forth therein, certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and certain investment funds affiliated with General Atlantic LLC (“GA” or “General Atlantic”) (the “Stockholders Agreement”), which establishes certain rights, restrictions and obligations of Birch Partners, KKR and GA, and sets forth certain governance and other arrangements relating to Engility, including the right of Birch Partners to designate (i) four directors for nomination to our 11 member Board for so long as each of KKR and GA (including their respective affiliates) beneficially owns at least 50% of the shares of our common stock it owned as of February 26, 2015 and (ii) two directors for nomination to our 11 member Board for so long as each of KKR and GA (including their respective affiliates) beneficially owns less than 50% but at least 25% of the shares of our common stock it owned as of February 26, 2015.

Pursuant to the Stockholders Agreement, we must include certain director nominees designated by Birch Partners (or after a distribution by Birch Partners to the KKR investors and GA investors, KKR and/or GA, respectively) in the slate of nominees recommended by the Board for election of directors. In the event any Board member nominated by such stockholder party resigns or is unable to serve, the stockholder parties will be entitled to appoint a replacement stockholder party director.

As of the effective date of the TASC acquisition and pursuant to the Stockholders Agreement discussed above, the size of our Board was increased from seven members to 11 members, including the seven members of the Board of Engility serving prior to the TASC acquisition (Edward P. Boykin, Darryll J. Pines, Anthony Principi, Charles S. Ream, David A. Savner, Anthony Smeraglinolo and William G. Tobin) and four members designated by Birch Partners (Peter A. Marino, David M. Kerko, Steven A. Denning and Lynn A. Dugle, collectively, the “TASC Directors”). The TASC Directors have been apportioned amongst the classes of the Board such that Lynn A. Dugle initially has a term expiring at this year’s Annual Meeting, David M. Kerko and Steven A. Denning initially have terms expiring at our 2016 annual meeting, and Peter A. Marino initially has a term expiring at our 2017 annual meeting.

As a result of the foregoing Board changes that occurred in connection with the closing of the TASC acquisition, the terms of four of our incumbent directors expire at the Annual Meeting. These directors are Edward P. Boykin, Charles S. Ream, Anthony Smeraglinolo and Lynn A. Dugle. The nomination of directors Charles S. Ream, Anthony Smeraglinolo and Lynn A. Dugle for re-election to a three-year term has been recommended by the Nominating/Corporate Governance Committee and approved by the Board. Mr. Boykin is not seeking re-election to the Board due to his retirement. Therefore, he has not been nominated for re-election to the Board and his term as a director will expire upon the date of the Annual Meeting. The Board has decided not to fill the vacancy in the near term, but periodically will evaluate adding an 11^th director based on the needs of the Board. The Company has not waived any rights under the Stockholders Agreement.

There are four directors whose terms expire at the 2016 annual meeting and three directors whose terms expire at the 2017 annual meeting. In each case, directors are elected until their respective

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successors are duly elected and qualified or until his or her earlier death, resignation or removal. At each annual meeting, one class of directors is elected for a three-year term.

Unless a proxy specifies otherwise, the persons named in the proxy will vote the shares covered thereby FOR the nominees as listed. Each nominee has consented to be a candidate and to serve, if elected. While the Board has no reason to believe that any nominee will be unavailable, if such an event should occur, it is intended that shares represented by proxies will be voted for substitute nominee(s) as selected by the Board.

We seek to ensure that our Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow our Board to satisfy its oversight responsibilities effectively in light of our business and structure.

The TASC Directors, as noted above, were each a nominee designated by Birch Partners pursuant to the Stockholders Agreement.

When considering the experience, qualifications, attributes and skills of the Board, we focused primarily on the information discussed in each of the Board members’ biographical information set forth below.

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NOMINEES FOR ELECTION TO BOARD

      Lynn A. Dugle

Director since February 2015

Ms. Dugle has served as a Director on our Board and member of the Audit Committee since February 26, 2015. Ms. Dugle was a director of TASC from October 2014 to February 2015. Ms. Dugle joined Raytheon in April 2004 and served as the Vice President of Raytheon Company and President of Raytheon IIS until her retirement in March 2015. She became President of the former Intelligence and Information Systems business in January 2009 and was previously its Vice President and Deputy General Manager. Ms. Dugle is a member of the Intelligence and National Security Alliance board of directors; the Defense Science board; the CyberPatriot board of advisors; and the Clemson University, College of Engineering and Science advisory board.

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      Charles S. Ream

Director since 2012

Mr. Ream has served as a Director on our Board and as chair of the Audit Committee since 2012 and served as a member of the Compensation Committee from 2012 to February 2015. Mr. Ream was Executive Vice President and Chief Financial Officer of Anteon International Corporation, an international information technology firm, until his retirement in 2006. Prior to joining Anteon International Corporation in 2003, Mr. Ream was Senior Vice President and Chief Financial Officer of Newport News Shipbuilding, Inc. from 2000 through 2001. Prior to joining Newport News Shipbuilding, Mr. Ream served as Senior Vice President of Finance of Raytheon Systems Company from 1998 through 2000, and served as Chief Financial Officer of Hughes Aircraft Company from 1994 through 1997. Prior to joining Hughes Aircraft Company, Mr. Ream was a Partner at Deloitte & Touche LLP. Mr. Ream serves as Audit Committee Chairman of Truvan Health Analytics, Inc., a portfolio company of Veritas Capital. Mr. Ream served as a director of AeroFlex Holdings Corp., Allied Defense Group, Inc., Vencore, Inc., Vangent, Inc., Stanley, Inc., DynCorp International, Inc. and Stewart & Stevenson Services, Inc. Mr. Ream received a Bachelor of Science in Accounting from the University of Arizona and a Master of Accounting from the University of Arizona. Mr. Ream is a Certified Public Accountant (inactive).

      Anthony Smeraglinolo

Director since 2012

Mr. Smeraglinolo has served as our President and Chief Executive Officer since 2012. Mr. Smeraglinolo rejoined L-3 in December 2010 and served as Executive Vice President, L-3 Services Group, and Acting President, Command & Control Systems and Software division, L-3 Services Group. He had previously served as President of the L-3 Services Group’s Intelligence Solutions Division from 2005 to 2008. From 2008 to 2010 he had been President of the Global Stabilization and Development Solutions division for Dyncorp International, a government services provider. Prior to joining L-3 in 2005 he spent more than 25 years with Harris Corporation, holding leadership positions in finance, program management, business development and operations. He was also senior vice president of business operations at DRS Technologies. Mr. Smeraglinolo has a Bachelor’s degree in Business Management from Fairfield University in Connecticut and a Master of Business Administration from Florida Institute of Technology.

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CONTINUING DIRECTORS UNTIL 2016 MEETING

      Steven A. Denning

Director since February 2015

Mr. Denning has served as a Director on our Board and as a member of the Compensation Committee since February 26, 2015. Mr. Denning was a director of TASC from 2009 until February 2015. He is the chairman of General Atlantic. He joined the firm in 1980 and has helped build the organization into one of the leading global equity investment firms focused exclusively on investing in growth companies. Mr. Denning also serves on the board of The Thomson Reuters Corporation. Previous board roles include Gavilon Holdings, LLC, Genpact Limited, and IHS, Inc., along with several other public and private companies.

      David M. Kerko

Director since February 2015

Mr. Kerko has served as a Director on our Board and as a member of the Nominating/Corporate Governance Committee since February 26, 2015. Mr. Kerko was a director of TASC from 2009 until February 2015, and until February 2015 Mr. Kerko was an executive of KKR. Mr. Kerko joined KKR in 1998 and is a former member of the Technology industry team within KKR’s Private Equity platform. He was actively involved in KKR’s investments in Borden, Toys ‘R’ Us, TASC, NXP (formerly Philips Semiconductor), Savant and Sonos. Mr. Kerko also serves on the board of directors of Aceco, Savant, and Sonos. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc. where he was involved in a broad range of merger and acquisition transactions and financing work. He holds a B.S. and B.S.E., summa cum laude, from the University of Pennsylvania.

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      Darryll J. Pines

Director since 2012

Dr. Pines has served as a Director on our Board and as member of the Audit Committee and the Nominating/Corporate Governance Committee since 2012. Dr. Pines is Dean of the Clark School of Engineering at the University of Maryland and the Farvardin Professor of Aerospace Engineering. Prior to becoming Dean of the Clark School of Engineering, Dr. Pines served as Chair of the Department of Aerospace Engineering from 2006 through 2009 and as a Professor and Assistant Professor in the Clark School of Engineering from 1995 through 2003. From 2003 through 2006, Dr. Pines also served as Program Manager of the Tactical Technology Office and Defense Sciences Office for DARPA. Dr. Pines currently serves as a member of the board of directors of Aurora Flight Services, which he joined in 2014. Dr. Pines received a Bachelor of Science in Mechanical Engineering from the University of California at Berkley, and a Master of Science and Ph.D. in Mechanical Engineering from the Massachusetts Institute of Technology.

      William G. Tobin

Director since 2012

Mr. Tobin has served as a Director on our Board and as chair of the Compensation Committee since 2012 and served as a member of the Audit Committee from 2012 until February 2015. Mr. Tobin founded the Tobin Group in 2003 and continues as its Managing Partner. Mr. Tobin is also a Consultant to The Marymont Group, an executive search firm. Previously, Mr. Tobin was Managing Director and Chairman of the Defense & Aerospace practice of Korn/Ferry International from 1986 through 2003. From 1981 through 1985, Mr. Tobin was Founding Partner of The Tobin Group, a management consulting group. Prior to founding The Tobin Group, Mr. Tobin served as an officer in the U.S. Army for 20 years. Mr. Tobin is a former Director of DynCorp International, Inc., Integrated Defense Technology, Vertex Aerospace and WorldStore International, and an Advisory Board Member of Veritas Capital. Mr. Tobin received a Bachelor of Science in Engineering from the U.S. Military Academy, West Point, a Master of Arts in International Relations from the Elliot School of International Affairs at George Washington University and a Masters of Business Administration from Long Island University.

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CONTINUING DIRECTORS UNTIL 2017 MEETING

      Peter A. Marino

Director since February, 2015

Mr. Marino has served as a Director and Co-Chairman of our Board and as a member of the Compensation Committee since February 26, 2015. Mr. Marino was a director of TASC from 2010 to February 2015. Since 2011, he served as the chairman of the TASC board. Since 1999, Mr. Marino has been working as a private consultant for government and industry on defense and intelligence issues in addition to serving on several boards. Mr. Marino serves on the board of Thetus Corporation and Quality Technology Services and on the proxy boards for Inmarsat Government and DRS Technologies, Inc. Mr. Marino has also chaired the proxy boards for BEI Precision and QinetiQ North America. Mr. Marino has held senior executive positions with Fire Arms Training Systems, E–Systems, Inc. and Lockheed Martin Corporation and, for over 16 years, served in a number of senior positions at the Central Intelligence Agency.

      Anthony Principi

Director since 2012

Mr. Principi has served as a Director on our Board and as member of the Nominating/Corporate Governance Committee since 2012 (and as chair of the Nominating/Corporate Governance Committee since February 26, 2015), and served as a member of the Compensation Committee from 2012 to February 2015. Mr. Principi serves as Principal of the Principi Group, a consulting firm. From 2005 through 2010, he was Senior Vice President of Government Relations of Pfizer, Inc., a biopharmaceutical company. Prior to joining Pfizer, Inc., Mr. Principi served as Secretary of the U.S. Department of Veterans Affairs from 2001 through 2005. In 2005, he served as the Chairman of the Defense 2005 Base Realignment and Closure Commission. Prior to becoming Secretary of the U.S. Department of Veterans Affairs, Mr. Principi was President of QTC Medical Services Inc. from 1999 through 2001 and Senior Vice President of Lockheed Martin IMS from 1995 through 1996. Prior to joining Lockheed Martin IMS, Mr. Principi was Chief Counsel and Staff Director of the U.S. Senate Armed Services Committee from 1993 through 1994, and was Chief Counsel and Staff Director of the U.S. Senate Committee on Veterans’ Affairs from 1984 through 1988. Mr. Principi serves as a Director and member of the Corporate Governance and Compensation and Evaluation Committees of Mutual of Omaha, and as a Director and member of the Nominating and Governance Committee of Cleveland

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BioLabs, Inc. Mr. Principi served as Executive Chairman of QTC Management, and was a Director of Perot Systems Corporation. Mr. Principi received a Bachelor of Science from the U.S. Naval Academy and a Juris Doctor from Seton Hall University School of Law.

      David A. Savner

Director since 2012

Mr. Savner has served as a Director on our Board since 2012 and as Co-Chairman of our Board since February 2015. From 2012 until February 2015, Mr. Savner was chair of the Nominating/Corporate Governance Committee. Mr. Savner is a Partner with the law firm of Jenner & Block LLP, and a member of its Corporate Practice. Prior to rejoining Jenner & Block, Mr. Savner was Senior Vice President, General Counsel and Secretary of General Dynamics, an aerospace and defense company, from 1999 to 2009. Prior to joining General Dynamics, Mr. Savner was a Partner of Jenner & Block, and Chair of its Corporate Practice. Mr. Savner received a Bachelor of Arts from Northwestern University and a Juris Doctor from Northwestern University School of Law.

VOTE REQUIRED; RECOMMENDATION

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required to approve the election of each of the nominees for election as a director. All nominees for election as directors at the Annual Meeting currently serve on the Board. If no voting specification is made on a properly returned or voted proxy card, the proxies will vote FOR the election of Charles S. Ream, Anthony Smeraglinolo and Lynn A. Dugle as directors to hold office until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified. Abstentions and broker non-votes will have no effect on Proposal 1 because they are not considered votes cast.

The Board unanimously recommends that stockholders vote “FOR” each of the director nominees.

CORPORATE GOVERNANCE

Our Corporate Governance Guidelines, which include information regarding the Board’s mission and director responsibilities, director qualifications and determination of director independence and other guidelines, is available on the Company’s website, www.engilitycorp.com, by clicking on “Investor Relations” and then “Corporate Governance”. This section of the website makes available all of the Company’s corporate governance materials, including the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the charters for each Board committee, the Company’s Code of Ethics and Business Conduct (the “Code of Conduct”), and information about how to report concerns about the Company. Instructions for how to obtain copies of the Company’s corporate governance documents and how to communicate with the Company’s directors are included below. The Board regularly reviews developments in corporate governance and updates the Corporate Governance Guidelines and other governance documents as it deems necessary and appropriate.

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CORPORATE GOVERNANCE GUIDELINES

The Company has adopted Corporate Governance Guidelines that we believe reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

We intend to disclose any future amendments to our Corporate Governance Guidelines on our website.

DIRECTOR INDEPENDENCE

Our Board, upon recommendation of our Nominating/Corporate Governance Committee, has determined that the following directors are independent, representing each of our non-executive directors: Edward P. Boykin, Steven A. Denning, Lynn A. Dugle, David M. Kerko, Peter A. Marino, Darryll J. Pines, Anthony Principi, Charles S. Ream, David A. Savner, and William G. Tobin. Our Board annually determines the independence of directors based on a review by the directors and the Nominating/Corporate Governance Committee. No director will be considered independent unless the Board affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. To evaluate the materiality of any such relationship, the Board has determined it is in the best interests of the Company to adopt categorical independence standards that are set forth in the Corporate Governance Guidelines.

The Board also considers certain objective standards in affirmatively determining whether a director is independent, including those objective standards set forth in the NYSE rules, which generally provide that:

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In making its determination as to the independence of our directors, the Board considered (i) that Messrs. Marino, Denning and Kerko and Ms. Dugle were nominated pursuant to the Stockholders Agreement by Birch Partners, the owner of approximately 51.2% of our outstanding common stock, (ii) Mr. Marino’s former position as Executive Chairman of TASC prior to the completion of the TASC acquisition, (iii) Messrs. Marino’s, Denning’s and Kerko’s prior relationships with Messrs. Hynes and Rehberger as senior officers of TASC and (iv) Mr. Denning’s position as Chairman of GA and Mr. Kerko’s former position as an executive of KKR, and that GA and KKR through Birch Partners beneficially own approximately 51.2% our outstanding common stock. The Board considered the above relationships of Messrs. Marino, Denning, Kerko and Ms. Dugle and affirmatively determined that these relationships did not impair their independence.

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COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of our Board include an Audit Committee, a Compensation Committee and a Nominating/Corporate Governance Committee each as further described below. Each of these committees is composed exclusively of directors who are independent as defined in the NYSE listing standards. In addition, the Board has established a sub-committee of our Compensation Committee consisting of Messrs. Savner and Tobin for purposes of approving any compensation that may otherwise be subject to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Other committees may also be established by the Board from time to time. Committee membership shown below is as of the date of this proxy statement.

Audit Committee. The Audit Committee of our Board (the “Audit Committee”) has the responsibility, among other things, to meet periodically with management and with both our independent auditor and internal auditor to review audit results and the adequacy and effectiveness of our system of internal controls. In addition, the Audit Committee appoints or discharges our independent auditor, reviews and approves auditing services and permissible non-audit services to be provided by the independent auditor in order to evaluate the impact of undertaking such added services on the independence of the auditor and reviews and approves or ratifies transactions with related persons. The responsibilities of the Audit Committee are more fully described in our Audit Committee charter, which is posted on our website at www.engilitycorp.com and will be available in print to any stockholder who requests it. All members of the Audit Committee are independent and financially literate. Further, the Board has determined that Charles S. Ream possesses accounting or related financial management expertise

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within the meaning of the NYSE listing standards and that Charles S. Ream qualifies as an “audit committee financial expert” as defined under the applicable Securities and Exchange Commission (“SEC”) rules. In 2014, the Audit Committee met eight times.

Compensation Committee. The Compensation Committee of our Board (the “Compensation Committee”) oversees all compensation and benefit programs and actions that affect our executive officers and directors. The Compensation Committee also provides strategic direction for our overall compensation structure, policies and programs. Pursuant to the Compensation Committee’s charter, the Compensation Committee is entitled to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, consisting of one or more independent members of the Compensation Committee. The Board has established a subcommittee of our Compensation Committee consisting of Messrs. Savner and Tobin for purposes of approving any compensation that may otherwise be subject to Section 162(m) of the Code and for purposes of Section 16 of the Exchange Act. The responsibilities of the Compensation Committee are more fully described in the Compensation Committee charter, which is posted on our website at www.engilitycorp.com and will be available in print to any stockholder who requests it. Each member of the Compensation Committee is an independent, non-employee director, and there are no Compensation Committee interlocks involving any of the members of the Compensation Committee. In 2014, the Compensation Committee met four times.

Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee of our Board (the “Nominating/Corporate Governance Committee”) is responsible for developing and recommending to the Board criteria for the selection of director candidates; identifying, reviewing the qualifications of and proposing candidates for election to the Board including the evaluation of candidates for the Board recommended by the Company’s stockholders in accordance with the instructions set forth under “Stockholder Nominees”; reviewing the performance of incumbent directors in determining whether to recommend them for reelection to the Board; considering questions of independence and possible conflicts of interest of incumbent directors and executive officers; overseeing the annual performance review of the Company’s CEO; and overseeing and approving the continuity planning process. The Nominating/Corporate Governance Committee also reviews and recommends action to the Board on matters involving corporate governance and, in general, oversees the evaluation of the Board. The responsibilities of the Nominating/Corporate Governance Committee are more fully described in the Nominating/Corporate Governance Committee charter, which is posted on our website at www.engilitycorp.com and will be available in print to any stockholder who requests it. Each member of the Nominating/Corporate Governance Committee is independent. In 2014, the Nominating/Corporate Governance Committee met three times.

EXECUTIVE SESSIONS

Our Corporate Governance Guidelines provide that non-management directors shall meet at regularly scheduled executive sessions, which will typically occur at regularly scheduled Board meetings, without any member of management present. In addition, at least annually, the independent directors will meet in separate executive session. David A. Savner and Peter A. Marino, the independent Co-Chairmen of the Board, currently preside over each session. According to our Corporate Governance Guidelines, unless there is a non-employee Chairman, or Co-Chairman, as applicable, the Board shall annually elect or reaffirm by majority vote a Lead Independent Director, who shall lead the executive sessions. Our Corporate Governance Guidelines also provide that the executive sessions shall serve as the forum for the annual evaluation of the performance of the Company’s Chief Executive Officer, the annual review of the Chief Executive Officer’s plan for management succession and the annual evaluation of the performance of the Board.

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CRITERIA FOR DIRECTOR NOMINATIONS

Our Board is responsible for nominating directors for election by stockholders. Subject to the requirements of the Stockholders Agreement, in nominating a slate of directors, our Board, with the assistance of the Nominating/Corporate Governance Committee, shall take into account (a) minimum individual qualifications, including strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of our Board, and (b) all other factors it considers appropriate, which may include ensuring that the Board, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience and financial and accounting experience, to enable the Nominating/Corporate Governance Committee to determine whether the director candidate would be suitable for membership on the Company’s Audit Committee (including as an “audit committee financial expert”). The Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. The Nominating/Corporate Governance Committee also may consider the extent to which a director candidate would fill a present need on the Board.

When seeking candidates for director, the Nominating/Corporate Governance Committee may solicit suggestions from incumbent directors, management or others, including stockholders. Individuals recommended by stockholders for nomination as a director should be submitted to the Company’s Corporate Secretary and, if submitted in accordance with the procedures set forth in this proxy statement and the Company’s Amended and Restated Bylaws, will be forwarded to the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will review all candidates in the same manner, regardless of the source of the recommendation. After conducting an initial evaluation of a candidate, the Nominating/Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director. The Nominating/Corporate Governance Committee may also ask the candidate to meet with management. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board such candidate’s election.

STOCKHOLDER NOMINEES

Our Amended and Restated Bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of stockholders must provide timely notice of their proposal in writing to the Corporate Secretary of the Company. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices, addressed to the Corporate Secretary of the Company, and within the following time periods:

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In no event shall an adjournment or postponement of a meeting of the stockholders commence a new time period (or extend any time period) for the giving of the stockholder notice. You should consult our Amended and Restated Bylaws for more detailed information regarding the process by which stockholders may nominate directors. Our Amended and Restated Bylaws are posted on the Corporate Governance portion of our website located at www.engilitycorp.com.

BOARD LEADERSHIP STRUCTURE

Pursuant to the terms of the Stockholders Agreement, the Board has determined that the Company and its stockholders are currently best served by having David A. Savner and Peter A. Marino serve as Co-Chairmen. This structure promotes unified leadership in light of the recent business combination and having independent chairmen enhances the ability of the Board to carry out its oversight function.

The Board believes that the decision as to whether to combine or separate the chief executive officer and Chairman of the Board positions will depend on the facts and circumstances facing the Company at a given time and could change over time. The Board believes that the Company’s current leadership structure is appropriate and does not adversely affect the Board’s role in risk oversight of the Company.

BOARD’S ROLE IN RISK OVERSIGHT

Risk is inherent with every business. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in setting our business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

In 2014, we conducted an annual enterprise risk management assessment, which was led by our Director of Internal Audit, who reports directly to our Audit Committee. In this process, we assessed risk throughout the Company by conducting interviews of our employees and the Chairman of our Audit Committee, soliciting information regarding business risks that could significantly adversely affect the Company. Our Director of Internal Audit prepared a report for the Audit Committee, regarding the key identified risks and how we manage these risks to review and analyze both on an annual and ongoing basis. In addition, senior management attends the quarterly Board meetings and is available to address any questions or concerns raised by the Board regarding risk management and any other matters. Each quarter, the Board also receives presentations from senior management on strategic matters involving our operations.

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While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls, and discusses with management, our Director of Internal Audit, our Corporate Ethics Officer and our independent registered public accounting firm, our policies with respect to risk assessment and risk management. The Audit Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s compliance with applicable laws and regulations, the Code of Conduct and related Company policies and procedures. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as described on page 26 of this proxy statement in “Executive Compensation—Compensation Discussion and Analysis”.

BOARD MEETINGS AND COMMITTEES; POLICY REGARDING DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS

During 2014, our Board held nine meetings. All directors attended at least 75% of the Board meetings and meetings of the committees of the Board on which the director served, held during the period for which he served as a director, with the exception of Mr. Ream due to his recusal from the special meetings of the Board where the TASC transaction was considered. It is our policy that directors are strongly encouraged to attend the Company’s annual stockholder meetings. At the 2014 annual meeting of stockholders, all of the directors serving on our Board at the time attended the meeting.

CODE OF ETHICS AND BUSINESS CONDUCT

We have a Code of Conduct that is applicable to all our directors, officers and employees. The Code of Conduct is available on the Corporate Governance page of our website at www.engilitycorp.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at these locations on our website or report the same on a Current Report on Form 8-K. Our Code of Conduct is available free of charge upon request to our Corporate Secretary, Engility Holdings, Inc., 3750 Centerview Drive, Chantilly, Virginia 20151.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our Compensation Committee in fiscal 2014 were Messrs. Tobin, Principi and Ream. All members of the Compensation Committee in fiscal 2014 were “independent directors” within the meaning of the NYSE listing standards and no member was an employee or former employee of the Company. During fiscal 2014, no member of the Compensation Committee had any relationship requiring disclosure under the section “Certain Relationships and Related Party Transactions.” None of our executive officers served during fiscal 2014 as a member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director on the Board or as a member of the Compensation Committee. None of our executive officers served during fiscal 2014 as a director of any other entity, one of whose executive officers served as a director on the Board or as a member of the Compensation Committee.

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COMMUNICATION WITH THE BOARD OF DIRECTORS

Our stockholders and other interested parties may communicate directly with any chair of the Audit, Nominating/Corporate Governance and Compensation Committees, or to the non-management directors as a group. All communications should be in written form and directed to Thomas O. Miiller, Senior Vice President, General Counsel and Corporate Secretary, Engility Holdings, Inc., 3750 Centerview Drive, Chantilly, Virginia 20151.

Complaints or concerns about our accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting control or that would otherwise constitute a violation of the Company’s accounting policies, may be reported anonymously to our Audit Committee by writing to Engility Holdings, Inc., Attention: Audit Committee, 3750 Centerview Drive, Chantilly, Virginia 20151. Company employees must report any such accounting allegation in accordance with the Company’s Whistleblower Policy. The Company prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve any integrity questions.

DIRECTOR COMPENSATION

Directors who also serve as employees of the Company do not receive payment for services as directors. The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to our directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation.

In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation.

The 2014 compensation program for our non-employee directors is described further below.

The Board believes that our non-employee directors’ compensation program:

2014 DIRECTOR COMPENSATION PROGRAM

Non-employee director compensation in fiscal 2014 consisted of an annual cash retainer of $75,000 and an annual equity award of restricted stock units with a grant date fair value of $75,000 and a one year cliff vesting. Under our fiscal 2014 non-employee director compensation program, we also paid an

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annual cash retainer for serving as a Board chairperson of $30,000, an annual cash fee for serving as chair of the Audit Committee of $20,000, an annual cash fee for serving as a committee chair (other than the Audit Committee) of $10,000, and an annual cash fee for serving as an Audit Committee member of $15,000.

The following table details the total compensation of the Company’s non-employee directors for the year ended December 31, 2014.

2014 Director Compensation

The Company cautions that the amounts reported for these awards may not represent the amounts that the directors will actually realize from the awards. Whether, and to what extent, a director realizes value will depend on the Company’s performance and stock price, and continued service on our Board.

Following its annual review of our director compensation program, the Board, upon the recommendation of the Compensation Committee and its independent compensation consultant, Frederick W. Cook & Co. Inc. (“F.W. Cook & Co.”), modified our non-employee director compensation for fiscal year 2015, effective upon the closing of the TASC acquisition. Our non-employee director compensation program for 2015 is as follows: the annual equity award of restricted stock units will have a grant date fair value of $100,000; the annual cash fee for serving as a Board chairperson is $40,000; the annual cash retainer for serving as chair of the Audit Committee is $20,000; the annual cash fee for serving as chair of the Compensation Committee is $15,000; the annual cash fee for serving as chair of the Nominating/Corporate Governance Committee is $10,000; the annual cash fee for serving as an Audit Committee member is $10,000; the annual cash fee for serving as a Compensation Committee member is $7,500; and the annual cash fee for serving as a Nominating/Corporate Governance Committee member is $5,000. In addition, following the vesting of the restricted stock units, these awards will settle in shares of common stock of the Company or cash (at the discretion of the Compensation Committee) upon the earlier of the director’s departure from the Company or a change in control of the Company. Additionally, the TASC Directors, who joined our Board upon the closing of the TASC acquisition, are entitled to receive pro-rated compensation consistent with our 2015 director compensation policy for their services between the closing of the TASC acquisition and the Annual Meeting. Further, the non-employee directors who served as directors of predecessor Engility prior to the closing of the TASC acquisition are entitled to receive additional compensation to reflect the increases in our 2015 director compensation policy (compared to our 2014 director compensation policy) for their services between the closing of the TASC acquisition and the Annual Meeting. Steven A. Denning has waived his compensation as a Director of the Company.

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OUR EXECUTIVE OFFICERS

The following table sets forth the information as of March 25, 2015 regarding our executive officers.

Anthony Smeraglinolo—Mr. Smeraglinolo has served as our President and Chief Executive Officer since 2012, and is a member of our Board. Mr. Smeraglinolo rejoined L-3 in December 2010 and served as Executive Vice President, L-3 Services Group, and Acting President, Command & Control Systems and Software division, L-3 Services Group. He had previously served as President of the L-3 Services Group’s Intelligence Solutions Division from 2005 to 2008. From 2008 to 2010 he had been President of the Global Stabilization and Development Solutions division for Dyncorp International. Prior to joining L-3 in 2005 he spent more than 25 years with Harris Corporation, holding leadership positions in finance, program management, business development and operations. He was also senior vice president of business operations at DRS Technologies. Mr. Smeraglinolo has a Bachelor’s degree in Business Management from Fairfield University in Connecticut and a Master of Business Administration from Florida Institute of Technology.

John P. Hynes, Jr.—Mr. Hynes has served as our Executive Vice President and Chief Operating Officer since our acquisition of TASC in February 2015. He had previously served as President and Chief Executive Officer of TASC since 2013, and before being named to this role, Mr. Hynes was TASC’s Executive Vice President and Chief Operating Officer. Prior to his promotion to TASC’s Chief Operating Officer in September 2012, since 2011 Mr. Hynes was Senior Vice President of TASC’s Defense and Civil Group, the TASC organization that supported the Department of Defense, Department of Homeland Security and civilian agencies such as the Federal Aviation Administration and NASA. Before that, Mr. Hynes was Senior Vice President and General Manager of SAIC’s Mission Support Business Unit, a 3,600-person organization with more than $1 billion in revenue earned from a wide array of services to the intelligence community, including geospatial products, all-source analysis, operational support and language services. During his military service, Hynes was a naval aviator, and served at the Navy Operational Intelligence Center. Mr. Hynes currently serves on the board of advisors of the Intelligence and National Security Association and on the board of directors of the Capital Area Food Bank.

Wayne M. Rehberger —Mr. Rehberger has served as our Senior Vice President and Chief Financial Officer since our acquisition of TASC in February 2015. He had previously served as Senior Vice President and Chief Financial Officer of TASC since June 2010. Mr. Rehberger has more than 25 years of diversified financial and telecommunications management experience. Prior to joining TASC in June 2010, he was the Chief Operating Officer of XO Communications, a facilities-based telecommunications services provider. Before taking on the role of Chief Operating Officer in May 2004, Mr. Rehberger had served as XO Communications’ Chief Financial Officer since November 2000. From June 1986 until March 2000, Mr. Rehberger was affiliated with MCI Communications, where he held several broad financial roles, including Senior Vice President of Finance. Mr. Rehberger began his corporate career with the KPMG consulting business in Washington, D.C., where he worked primarily with U.S. government agencies and defense contractors. Mr. Rehberger also served for 10 years in the United States Army and Army Reserve, achieving the rank of major. He earned a Master

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of Business Administration at the University of South Carolina and a Bachelor of Science degree in business administration at Bucknell University.

Thomas O. Miiller—Mr. Miiller has served as our Senior Vice President, General Counsel and Corporate Secretary since 2012. Mr. Miiller previously served as Senior Vice President and General Counsel of L-3 Services Group since he rejoined L-3 in December 2004. He had previously served in various legal positions within L-3 and its predecessor companies from 1987 through 2000. In the years prior to rejoining L-3, Mr. Miiller was Vice President, General Counsel and Secretary of Allied Aerospace, Inc., a privately held defense aerospace company. Before joining L-3 in 1987, Mr. Miiller was an attorney in the Dykema Gossett law firm in Washington D.C. Mr. Miiller has a Bachelor’s degree in Political Science from the University of Utah and a Juris Doctor’s degree from the National Law Center, George Washington University.

Craig R. Reed—Dr. Reed joined our Company in April 2012, and serves as our Senior Vice President, Strategy and Corporate Development. Dr. Reed currently serves in the Board of Directors for the Association for Corporate Growth—National Capital Region since 2013, and was elected in 2014 to the Board of Directors of the Professional Services Council. Previously, Dr. Reed was the Founder and Managing Member of Growth Strategy Leaders LLC, a consulting firm, from June 2011 to April 2012, Senior Vice President for Strategy and Corporate Development for DynCorp International from December 2008 to February 2011, and Vice President of Strategic Planning & Business Development for the Mission Systems Intelligence Systems Division of Northrop Grumman, a global security company, from June 2005 to December 2008. Earlier in his career, Dr. Reed was a managing director for CSP Associates Inc., served as a senior political appointee at the US Department of Energy, and spent 17 years in increasingly responsible strategy, business development and government relations positions with Lockheed Martin and its predecessor companies. Dr. Reed has a Bachelor’s degree in Political Science and Psychology from the State University of New York at Albany, a Master of International Affairs in International Security Studies and International Business from Columbia University, and Ph.D. in Public Policy from George Washington University.

Kirk G. Dye—Mr. Dye has served as our Senior Vice President, Human Capital Strategies, since July 2014. Mr. Dye previously served as the Vice President and General Manager, Deployable Communications Group, starting in January 2014, and before that, served as the Vice President and General Manager, Technology Services Group, since 2012. From 2007 to 2012, Mr. Dye served as Vice President and General Manager of L-3 Services Group, overseeing the Innovative Solutions business and its legacy business unit, Expeditionary Operations. Prior to joining L-3 Services Group, Mr. Dye served as a civil servant with the U.S. Navy, and held various managerial positions of increasing responsibility from 1982 to 2007. Mr. Dye holds a Bachelor’s degree from the University of South Alabama and a Masters of Science degree in electrical engineering from Florida State University.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In accordance with its charter, unless otherwise approved or ratified pursuant to the “Related Person Transaction Policy,” our Audit Committee, or the disinterested members of our Board, reviews and approves all related party transactions. Prior to its approval of any related party transaction, the Audit Committee or the disinterested directors will discuss the proposed transaction with management, including the nature of the related person’s interest in the transaction and all material terms and conditions of the transaction.

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STOCKHOLDERS AGREEMENT

On February 26, 2015 the Company entered into the Stockholders Agreement with Birch Partners, certain investment funds affiliated with KKR and certain investment funds affiliated with GA. The Stockholders Agreement became effective upon the closing of the TASC acquisition and sets forth certain arrangements and contains various provisions relating to, among other things, standstill restrictions, voting restrictions, board representation, transfer restrictions and registration rights, described further below.

Each of Birch Partners, KKR and GA are affiliates of the Company. Birch Partners received 18,796,791 shares, or approximately 51.2%, of the issued and outstanding shares of common stock of the Company as a result of the acquisition of TASC. Birch GP is the general partner of Birch Partners and the members of Birch GP are investment funds affiliated with KKR and GA.

In the discussion of the terms of the Stockholders Agreement below, the “stockholder party” means Birch Partners, and, following a distribution of any shares of our common stock, par value $0.01 per share, held by Birch Partners to the KKR investors and the GA investors, the KKR investors and the GA investors. The “stockholder group” means Birch Partners, together with any affiliate of Birch Partners or a KKR investor or GA investor who becomes a “stockholder” within the meaning of the Stockholders Agreement, in each case that beneficially owns any of the Company’s common stock and has become a party to the Stockholders Agreement. In this item discussion, “independent directors” means the directors of the Company who are not nominees of the stockholder party.

Board Representation. The Stockholders Agreement provides that the Company’s board is composed of 11 directors, including four stockholder party nominees, subject to the following:

Pursuant to the Stockholders Agreement, the Company will include the stockholder party nominees in the slate of nominees recommended by the Company’s Board for election of directors and will use its reasonable best efforts to cause the stockholders of the Company to elect the stockholder party nominees. In the event any of the Company board members nominated by the stockholder party (a “Stockholder Party Director”) resigns or is unable to serve, the stockholder parties will be entitled to appoint a replacement Stockholder Party Director. The initial Stockholder Party Directors have been

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divided among the staggered classes of Company directors so that one Stockholder Party Director initially has a term ending at the Annual Meeting, two Stockholder Party Directors have terms ending in 2016 and one Stockholder Party Director has a term ending in 2017.

Until February 26, 2017, the Company’s Board will maintain a co-chairman structure with one Stockholder Party Director co-chairman and one co-chairman elected by a majority of the independent directors. So long as there are two or more Stockholder Party Directors, one Stockholder Party Director will serve on each committee of the Company’s Board (other than a committee that is to be composed solely of independent directors or a committee established to address conflicts with the stockholder group or the KKR investors or the GA investors). So long as there is at least one Stockholder Party Director serving on the Company’s Board, one Stockholder Party Director will serve on the Compensation Committee. No Stockholder Party Director will serve on any committee if it would violate mandatory legal or listing requirements concerning that director’s independence, but the Company will take all reasonable efforts to avoid any such disqualification.

Voting. So long as the stockholder party has director nomination rights under the Stockholders Agreement, with respect to any proposal or resolution relating to the election of directors, it will vote or cause to be voted all of its voting securities in the same manner as, and in the same proportion to, all shares voted by holders of voting securities (except that with respect to the Stockholder Party Director nominees, the stockholder party may vote all of its voting securities in favor of the Stockholder Party Director nominees). For purposes of the Stockholders Agreement, “voting securities” means the Company’s common stock and shares of any other class of capital stock or interests in any other equity securities of the Company then entitled to vote generally in the election of directors.

In the case of all other proposals or resolutions that require a stockholder vote, the stockholder party will vote or cause to be voted all of its excess voting power (defined as the aggregate percentage of voting power represented by the stockholder group’s voting securities out of the total voting power of all the Company’s common stock, less 30%) in the same manner as, and in the same proportion to, all shares voted by holders of voting securities, excluding the votes or actions of the stockholder group with respect to its voting securities representing 30% of the total voting power of all the Company’s common stock.

Standstill Restrictions. The Stockholders Agreement contains certain standstill provisions generally restricting the stockholder group, certain of the KKR investors and certain of the GA investors and certain of their respective affiliates from February 26, 2015 until, with respect to any party, six months after such party no longer has any rights to nominate or designate nominees to the Company’s board.

Change of Control. Without the approval of a majority of the independent directors, no member of the stockholder group, the KKR investors or the GA investors may enter into or affirmatively support any transaction resulting in a change of control of the Company in which any member of the stockholder group receives per share consideration in its capacity as a holder of the Company’s common stock in excess of that to be received by other holders of the Company’s common stock.

Transfer Restrictions. The stockholder group, the KKR investors and the GA investors will be subject to certain transfer restrictions related to the Company’s common stock for a period beginning on February 26, 2015 and ending on the earlier of February 27, 2021 and the day following the date on which the Company undergoes an ownership change (as defined in Section 382(g) of the Code) (an “Ownership Change”), including the following:

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Notwithstanding the restrictions discussed above, for the period beginning on February 27, 2018 and ending on the earlier of February 27, 2021 and the date on which the Company undergoes an Ownership Change, the Stockholders Agreement permits the KKR investors and GA investors and any partner or co-investor partner to effect an indirect or direct sale or transfer of up to an aggregate of 16,481,516 shares of the Company’s common stock, as adjusted for any stock split, reverse stock split or similar transaction (the “Waived Transfer Amount”). Certain sales or transfers will not count toward or reduce the Waived Transfer Amount, including:

Notwithstanding the restrictions described above, beginning on the earlier of (i) February 27, 2021 and (ii) the day following the date on which the Company undergoes an Ownership Change, the stockholder group, the KKR investors, the GA investors, the partners and the co-investor partners may, subject to the restrictions described in the immediately following paragraph, directly or indirectly sell or transfer any of the shares of the Company’s common stock held directly or indirectly by them regardless of whether such sale or transfer results in an Owner Shift.

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In addition to and notwithstanding the restrictions described above, no member of the stockholder group may, individually or in the aggregate, other than in connection with a registered public offering, including any underwritten offering or a change of control transaction affecting the Company, which change of control transaction is approved by the Company Board, knowingly transfer shares of the Company’s common stock to a person (other than to any permitted transferee, as defined in the Stockholders Agreement) who, after such acquisition, would hold in excess of 5% of the outstanding shares of the Company’s common stock.

The persons in the stockholder group are, with respect to the shares of the Company’s common stock they hold (“registrable shares”), entitled to certain registration rights beginning February 26, 2018 , including (i) the right to request that the Company file an automatic shelf registration statement and effect unlimited underwritten offerings pursuant to such shelf registration statement; (ii) up to eight demand registration rights in the event that the Company is no longer eligible to use or otherwise ceases to maintain an effective shelf registration statement; and (iii) unlimited piggyback registration rights that allow holders of registrable shares to require that shares of the Company’s common stock owned by such holders be included in certain registration statements filed by the Company, in each case subject to the transfer restrictions contained in the Stockholders Agreement. In connection with these registration rights, the Company has agreed to effect certain procedural actions, including taking certain actions to properly effect any registration statement or offering and to keep the participating stockholder parties reasonably informed with adequate opportunity to comment and review, as well as customary indemnification and contribution agreements.

Termination. The Stockholders Agreement will terminate by consent of all parties or when the stockholder group no longer beneficially owns any shares of the Company’s common stock. Certain sections of the Stockholders Agreement, including those relating to indemnification, will survive such termination, and the provisions relating to registration rights, will survive termination of the Stockholders Agreement until the first date on which there are no registrable shares outstanding.

OTHER RELATIONSHIPS

Certain investment funds affiliated with KKR hold limited partner interests in Birch Partners, LP and membership interests in Birch GP, LLC, the general partner of Birch Partners, LP, the holder of approximately 51.2% of our outstanding common stock. Further, David Kerko, a Director on our Board since February 26, 2015, is a former executive of KKR.

Affiliates of KKR (among other entities) were lenders under our bridge loan commitment which consisted of a promissory note of $585 million (the “Bridge Loan Commitment”) which was used among other things, to: (1) repay outstanding indebtedness under our existing credit facilities; (2) following such repayment but prior to the consummation of the acquisition of TASC, provide funds for the payment of the special cash dividend in connection with the acquisition of TASC; and (3) pay transaction fees and expenses and for general corporate purposes.

Affiliates of KKR (among other entities) are also party to the Second Amended and Restated First Lien Joinder Agreement, dated December 23, 2014, to TASC’s existing First Lien Credit Agreement, dated as of May 23, 2014 (the “First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Joinder Agreement, dated January 26, 2015, to TASC’s existing Second Lien Credit Agreement (the “Second Lien Credit Agreement”), dated as of May 23, 2014, pursuant to which KKR (among other entities) agreed to provide debt facilities consisting of (i) new senior secured first lien incremental term loans in an aggregate amount of $435.0 million (the “First Lien Term Facility”), (ii) additional senior secured first lien revolving commitments in an aggregate amount of $65.0 million (the “First Lien Revolving Facility”) and (iii) new senior secured second lien incremental term loans in

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an aggregate amount of $150.0 million (the “Second Lien Facility” and together with the First Lien Term Facility and the First Lien Revolving Facility, the “Incremental Debt Facilities”). The Incremental Debt Facilities were implemented in connection with the closing of the acquisition of TASC and used to repay the outstanding indebtedness of the Bridge Loan Commitment.

Affiliates of KKR (among other entities) are also lenders under TASC’s existing credit facilities consisting of (i) a $395 million first lien term loan facility maturing on May 23, 2020, (ii) a $50 million revolving credit facility that terminates on May 23, 2019, with a $12.5 million letter of credit sublimit and a $15 million swing line loan sublimit and (iii) a $250 million second lien term loan facility maturing on May 23, 2021 (the “Existing Credit Facilities” and together with the Incremental Debt Facilities, the “TASC Credit Facilities”). As of March 31, 2015, the interest rates on our First Lien Term Facility, First Lien Revolving Facility and Second Lien Facility were approximately 7%, 8.25% and 12%, respectively.

We, and certain of our subsidiaries, now guarantee and provide security for all indebtedness of TASC, including the TASC Credit Facilities. After repayment in full of the Bridge Loan Commitment in connection with the closing of the acquisition of TASC, as of March 31, 2015, we, through the Existing Credit Facilities and the Incremental Debt Facilities, had $843 million outstanding under the first lien indebtedness and $400 million outstanding under the second lien indebtedness. The amount of principal and interest paid from the closing of the acquisition of TASC to March 31, 2015 was approximately $21.6 million.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This Compensation Discussion and Analysis (the “CD&A”) provides a detailed description of our executive compensation philosophy and program for 2014. The CD&A also describes the compensation decisions that the Compensation Committee has made under our executive compensation programs and the factors considered in making those decisions. In particular, the CD&A discusses the various elements of our executive compensation program and how and why the Compensation Committee arrived at the particular levels and forms of compensation for each of our named executive officers for 2014. Our named executive officers (“NEOs”) for 2014 were:

EXECUTIVE SUMMARY OF FISCAL 2014 COMPANY PERFORMANCE AND COMPENSATION HIGHLIGHTS

Our compensation program is designed to reward our employees for delivering strong financial performance to the benefit of our stockholders. At the same time, we have designed our compensation program to incentivize our employees to continue our tradition of delivering superior and cost-effective results to our government customers.

Our pay for performance culture seeks to closely align the compensation of our executive officers and other senior leaders with the interests of our stockholders. For this reason, 80% of the target annual cash incentive compensation of our executive officers for 2014 was based on objective metrics that we believe drive corporate performance and stockholder returns - adjusted earnings before interest and taxes (“AEBIT”) and days sales outstanding (“DSO”), weighted at 65% and 35%, respectively. In addition, for 2014, we remained focused on stockholder returns and long-term growth through the grant of performance shares, which comprised 60% of the target equity compensation for our executive officers and other members of senior leadership. As discussed in further detail beginning on page 35 below, these performance shares vest at the end of a three year measurement period based on the Company’s performance for two key benchmarks relative to identified peers: (i) relative total stockholder return (“TSR”) and (ii) relative revenue growth (based on a compounded annual growth rate).

For the year ended December 31, 2014, we delivered excellent returns to our stockholders, with a TSR of 28% versus an average TSR of approximately 11% for Standard & Poor (S&P) 500 companies in 2014 and 10.4% for our Total Compensation Peer Group (as defined below). Additionally, despite the impact and challenges of the continued headwinds in our industry, we significantly outperformed our annual cash incentive plan targets for AEBIT, and also exceeded our target for DSO for 2014. Set forth below are other significant highlights from our 2014 performance.

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2014 BUSINESS HIGHLIGHTS

CONSIDERATION OF 2014 “SAY-ON-PAY” ADVISORY VOTE

The Company provided stockholders a “say-on-pay” advisory vote on its executive compensation at the 2014 annual meeting of stockholders. At our 2014 annual meeting of stockholders, our stockholders expressed substantial support for the compensation of our NEOs, with approximately 97% of the votes cast voting in favor of the approval of the “say-on-pay” advisory vote on executive compensation. The Compensation Committee evaluates the results of our “say-on-pay” advisory vote annually, and in accordance with the recommendation of our Board, we intend to continue to conduct this vote on an annual basis.

COMPENSATION PHILOSOPHY

Our compensation philosophy supports a pay for performance culture. We target total compensation, which is composed of base salaries and annual and long-term incentive opportunities, to generally approximate market median compensation levels. For 2014, the majority of each executive’s target pay opportunity was delivered in the form of annual cash incentive compensation and stock-based long-term incentive awards. Our Compensation Committee believes it is appropriate to deliver above market pay when earned by superior performance and below market pay for underperformance.

The specific objectives of Engility’s program include the following:

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To achieve these specific objectives, Engility’s executive compensation programs are guided by the following core principles:

EXECUTIVE COMPENSATION PRACTICES

Below we highlight certain executive compensation practices that we have implemented to drive performance, and also the practices we have not implemented because we do not believe they serve our stockholders’ long-term interests.

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WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION

We have three elements of total direct compensation (“TDC”): base salary, annual cash incentive compensation and long-term equity-based incentive compensation. In addition to TDC, we also provide our NEOs with a reasonable level of benefits and modest perquisites, including optional participation in a deferred compensation plan also available to qualifying non-executive employees. As illustrated in the following charts, 75% and 63% of total 2014 target TDC for our Chief Executive Officer and other NEOs, respectively, was either performance-based or long-term incentive compensation.

For 2014, F.W. Cook & Co., the independent compensation consultant to the Compensation Committee, reviewed the salaries and total compensation packages for our NEOs and other executive officers against a Total Compensation Peer Group set forth on page 40.

Base Salary

We pay base salaries to attract talented executives and to provide a fixed base of cash compensation. The Compensation Committee generally seeks to set base salaries for our NEOs within a competitive range of market median; and as a result, in 2014 the Compensation Committee elected to increase the base salaries of our NEOs other than Mr. Alber. The base salaries for each NEO for 2014 are set forth below.

The Compensation Committee approved Mr. Smeraglinolo’s base salary increase based on the Company’s strong financial and operational performance for 2014, as well as Mr. Smeraglinolo’s leadership of the Company through a period of substantial transition, including a strategic realignment

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and the Company’s first significant transaction – the acquisition of DRC in January 2014. The Compensation Committee also determined that it was advisable to bring Mr. Smeraglinolo’s base salary closer to market median of the Company’s peers. For Messrs. Miiller, Reed and Dye, the Compensation Committee determined to increase their base salaries to bring them closer to market median, and in recognition of the significant additional responsibilities that they each assumed in 2014. It was determined that Mr. Alber’s base salary remained within the competitive range, so no increase was warranted.

Annual Incentive Awards

For 2014, our Compensation Committee adopted an annual incentive compensation program (the “2014 AICP”), a sub-plan of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan (the “Cash Plan”), to align the compensation of Engility’s executive officers and other senior leaders with the Company’s performance objectives. Specifically, the AEBIT and DSO targets for the 2014 program were based on the Company’s internal financial projections in its 2014 annual operating plan. For 2014, annual incentive awards were determined under our Cash Plan and the 2014 AICP, and paid in accordance with the following formula, as discussed in more detail below.

Annual Incentive Award Targets

Each of our NEOs has an annual incentive award target, expressed as a percentage of base salary earned during the fiscal year. These target award amounts were set at levels that generally provided our NEOs with target total cash compensation around market median, but allowed for the possibility of paying above-market cash compensation for superior performance. Similarly, our 2014 AICP provided for significantly reduced or no cash-based incentive compensation for corporate and personal performance that fell below threshold performance levels.

The 2014 annual incentive award targets for our NEOs are set forth below.

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Financial Rating

We have designed our executive compensation programs to tightly link to overall company performance. For this reason, 80% of the target annual incentive award for our NEOs for 2014 was based on the following two performance measures that we believe are key factors in driving overall corporate performance and increasing stockholder value: AEBIT and DSO. Together, these two performance measures are referred to as the “Company Performance Measures.” The 2014 target values and weightings are described in the table below.

* Given the importance of AEBIT to our overall business, the Compensation Committee also determined that performance below the threshold value (discussed below) for this measure would result in no annual incentive awards for our executive officers for 2014.

In 2013, we used adjusted earnings before taxes as our earnings performance measure. For 2014, the Compensation Committee approved the utilization of AEBIT as our adjusted earnings performance measure to reflect that management had taken all prudent actions to manage interest rate risk, and therefore any further changes in interest expense would likely be due to market fluctuations and not the performance of management.

In calculating AEBIT, the Compensation Committee adjusted net income, as reported in the consolidated and combined financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for the following items that the Company’s management believes are not considered core to the Company’s business or otherwise not considered operational or because these charges are non-cash or non-recurring:

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The ultimate payout with respect to the Company Performance Measures was based on our level of 2014 full year performance against the target values set forth in the tables below. Actual performance for each financial measure was measured against the threshold, target and ceiling values set forth below. If the calculated financial measure falls between these values, linear interpolation is used to arrive at the final percentage payout for such measure.

The table below shows the financial performance actually attained by the Company, and the corresponding financial ratings for the 2014 fiscal year.

Personal Rating

The individual performance of each of our NEOs is evaluated following the end of the fiscal year on a scale from 1 to 5, as set forth in the table below, based on the full year performance of our NEOs. Personal ratings, which represent 20% of the target annual incentive award, are based on the assessment of the NEO’s performance relative to pre-determined qualitative individual goals, which, in the case of the CEO, are established by the Compensation Committee, and in the case of the other NEOs, are established by the CEO. The personal rating can range from 0% to 200% of target, and is subject to the negative discretion of the Compensation Committee in the event that the total weighted Financial Rating related to the Company Performance Measures is below the 100% target level.

For 2014, the individual goals varied by executive and were based on specific key Company-wide or business unit objectives, personal business objectives, critical business outcomes and achievements, overall leadership and adherence of their respective functional areas to the Company’s high standards of ethical conduct.

Our Chief Executive Officer submits to the Nominating/Corporate Governance Committee a self-assessment of his performance addressing his overall leadership and performance with respect to previously approved objectives. The Nominating/Corporate Governance Committee evaluates the

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Chief Executive Officer’s performance through a process that solicits input from each member of the Board, and then delivers its assessment of his performance to the Compensation Committee, which, in turn, evaluates the Chief Executive Officer’s performance as it relates to compensation. The Compensation Committee determines our Chief Executive Officer’s personal rating and provides its recommendation to the Board of Directors for approval.

Our Chief Executive Officer also provides individual performance assessments and submits recommended personal ratings to the Compensation Committee for all executives who report directly to him, including our other NEOs, for the Compensation Committee’s consideration and approval of the personal rating component of their compensation.

In determining the personal ratings and payout percentages of our NEOs for 2014, the Compensation Committee considered the 2014 performance of each executive as described below.

Anthony Smeraglinolo.    As President and CEO, Mr. Smeraglinolo led the Company through a transformational year that included the completion of the DRC acquisition and the signing of the TASC merger agreement that nearly doubled the Company’s business portfolio while greatly expanding its addressable market. Mr. Smeraglinolo also led the successful integration of DRC into the Company, which was completed ahead of schedule and exceeded the Company’s internal synergy targets. These transactional activities were accomplished while meeting or exceeding the Company’s internal plan for most key financial metrics, including profit and cash flow plans, total shareholder return, book-to-bill and new contract wins. Mr. Smeraglinolo also launched a comprehensive leadership and diversity program for the Company and continued to ensure that the Company maintains the highest ethical standards.

Michael J. Alber.    As Senior Vice President and CFO, Mr. Alber directed Engility’s financial and information technology functions, including the preparation of financial statements, analyses/budgets for operations, guidance to management, financial reporting, SEC reporting, compliance, tax, and treasury. As part of his responsibilities, Mr. Alber supervised the successful integration of DRC’s financial systems without a loss of productivity. In 2014, Mr. Alber continued his prominent role in investor relations, attending and presenting at investor conferences and meetings. Finally, Mr. Alber supported all acquisition activity from target identification to closing and had lead responsibility for the financial and banking aspects the TASC transaction.

Thomas O. Miiller.    As Senior Vice President and General Counsel, Mr. Miiller led the legal and contracts organizations, which supported the successful integration of DRC while realizing savings in functional costs. He was also responsible for strategic oversight of all major litigation and investigations as well as the practices that have led to a reduction in claims against the Company and associated legal expenses. Mr. Miiller provided thought leadership that contributed to the development of the account structure alignment and functional support model that the Company implemented for 2015. Mr. Miiller was also one of the leaders of the TASC transaction with responsibility for the legal and tax considerations of the transaction, related Board presentations and communications. Finally, Mr. Miiller provided leadership in the evolution of the Company’s executive compensation programs.

Craig R. Reed.    As Senior Vice President, Corporate and Strategic Development, Mr. Reed led a multi-function team that includes business development, corporate capture, proposal development, business development operations, strategic pricing, strategic planning, mergers and acquisitions, market intelligence, corporate and marketing communications, and investor relations. In 2014, Mr. Reed led the closing of the DRC acquisition and the implementation of the operational, strategic and cultural integration activities. Mr. Reed was responsible for identifying and developing potential acquisition opportunities leading up to the successful TASC transaction. Through his leadership, the Strategy and Corporate Development team contributed to a significant improvement in Engility’s overall

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win rates and awards for new business, investor interest in Engility and awareness of Engility as a thought leader in the government services market.

Kirk G. Dye.    As the Senior Vice President of Human Capital Strategies (“HCS”) for the second half of 2014, Mr. Dye was responsible for all employee relations functions, including compensation, benefits, compliance, talent development and talent acquisition. Mr. Dye instilled an operational perspective into the HCS programs and practices, focusing the Company’s energies on the cultivation of its employees. As part of this effort, HCS implemented new talent management programs and developed compensation practices that better aligned the Company’s employees with market compensation and line of sight objectives. Mr. Dye helped lead the integration of DRC personnel into the Company in the latter half of 2014. In the first half of 2014, Mr. Dye was the Vice President and General Manager of the Company’s Distributed Communications Group, which contributed strong cash flow and profits to the Company’s financial performance.

2014 Annual Incentive Award Payments

Based on the formula and performance described above, the Compensation Committee calculated the cash bonuses payable to our NEOs for the 2014 fiscal year as set forth in the table below:

Long-Term Incentive Awards

We provide long-term incentive (“LTI”) awards to our officers, including our NEOs, in the form of equity grants, to align the interests of those individuals with those of our stockholders. The target LTI for each of our NEOs is determined in part based on the ability of each individual to influence the overall performance of our company. For this reason, consistent with 2013, the Compensation Committee set the target LTI at two times base salary for our Chief Executive Officer, at 1.5 times base salary for our Chief Financial Officer and one times base salary for our other NEOs.

2014 LTIP Grants

For 2014, we continued our long-term equity-based incentive program consisting of a mix of time-based restricted stock units (“RSUs”) and performance-based restricted shares (“performance shares”). The long-term equity-based incentive program is weighted more heavily towards performance-based awards to further align the interests of our executives with our stockholders. In connection with this program, the Compensation Committee approved the Engility Holdings, Inc. 2014 long term incentive plan (the “2014 LTIP”) a sub-plan of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan (the “Equity Plan”), under which participants, including our NEOs, received a grant of performance shares and RSUs based on a percentage of their 2014 base salaries and calculated on the date of the grant. 60% of the target grant was in the form of performance shares and 40% of the target grant was in the form of RSUs.

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Following the end of the performance period, the Compensation Committee will determine whether and the extent to which the applicable LTIP Targets were met. These LTIP Targets are subject to an over/underachievement scale based on specified minimum, target and maximum values, as set forth in the table below. Vesting related to performance between the percentiles will be determined based on straight line interpolation.

Notwithstanding the foregoing, in the event that the Company falls below the 25th percentile in its peer group in relative TSR, no shares will vest at the end of the three year performance period.

The Company’s peer group for measuring its performance under the 2014 LTIP is as set forth below (the “LTIP Peer Group”). The 2014 LTIP Peer Group used for our performance awards is slightly different than our peer group used for benchmarking compensation of our senior executive management, as described below under “Total Compensation Peer Group.” The LTIP Peer Group is composed of 13 defense industry companies with whom we compete directly for business. These companies provide a better comparison of Engility’s performance against companies operating in our specialized industry that are subject to the same market conditions without the limitations of company size.

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The table below provides (i) the grants of RSUs and performance shares to the NEOs in March 2014, expressed as a percentage of base salary and (ii) the target dollar value of such grants.

Treatment of Equity-Based Awards in Connection with TASC Acquisition

Under the Equity Plan, the TASC acquisition that closed on February 26, 2015 constituted a “change in control” of Engility. As a result of the change in control, the vesting of certain unvested equity awards and equity-based awards (including stock options and RSUs) were accelerated and the determination of performance shares eligible to vest were accelerated pursuant to the terms of the applicable awards agreements. Specifically, in connection with the TASC acquisition:

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Any performance shares not earned based on the measurements discussed above were forfeited to and cancelled by predecessor Engility. The portion of both the 2013 and 2014 performance shares (together with the payment of the Engility special cash dividend) that were not forfeited were assumed by successor Engility and continue to vest in accordance with the terms of their applicable award agreements.

Additional Compensation Elements

Executive Benefits and Perquisites

Deferred Compensation Plans. Historically, Mr. Smeraglinolo made deferral elections under two predecessor L-3 deferred compensation plans, which our Compensation Committee adopted following the Spin-Off: the Engility Corporation Deferred Compensation Plan I and the Engility Corporation Deferred Compensation Plan II. We continue to operate these plans to manage the contribution and deferral elections made by our employees prior to the Spin-Off, but no future deferral elections are permitted under these plans following the Spin-Off.

We have also adopted the nonqualified Engility Corporation 2013 Deferred Compensation Plan (the “2013 Deferred  Compensation Plan”), which became effective on January 1, 2013, to offer highly compensated senior employees, including our NEOs, an opportunity to save for their future financial needs at little cost to the Company. This plan essentially operates as an unsecured, tax-advantaged personal savings account, and it contributes to our attractiveness as an employer. The 2013 Deferred Compensation Plan allows for voluntary deferrals of up to 75% of base salary and 100% of annual cash incentive awards into an unfunded, nonqualified account. There are no company matching contributions under the 2013 Deferred Compensation Plan, and deferred amounts earn interest at the prime rate, which is funded by the Company. None of our NEOs currently participate in the 2013 Deferred Compensation Plan.

Perquisites. We provide our NEOs with limited perquisites that we believe serve Engility’s interests. In 2014, all of our NEOs received executive medical benefits and supplemental life insurance coverage. Our NEOs also received financial planning assistance in 2014.

Severance and Change in Control Benefits. We have adopted two severance plans – the Engility Holdings, Inc. Severance Plan and the Engility Holdings, Inc. Change in Control Severance Plan (the “Severance Plans”) - to provide competitive severance benefits to the Company’s executive officers, including our NEOs, upon the occurrence of a qualifying separation event. In addition, the vesting of our executives’ outstanding stock options and time-based RSUs fully accelerate upon a change in control of the Company, in part, to provide certainty of equity-related benefits to our executives to help ensure their support of a change in control transaction that could be beneficial to our stockholders. Our performance shares also provide for accelerated vesting in connection with or following a change in control as described on page 50 of this proxy statement.

The TASC acquisition constituted a change in control under the Change in Control Severance Plan. As a result, Mr. Alber received severance benefits under this plan following his departure from Engility on March 4, 2015. In addition, in the event that Messrs. Smeraglinolo, Miiller or Reed experience a qualifying termination event on or prior to February 26, 2017 (the two year anniversary of the TASC acquisition), they would also be entitled to receive severance benefits under the Change in Control Severance Plan.

For information on the amounts that would be payable under our Severance Plans and otherwise upon a change in control, see “Executive Compensation—Potential Payments Upon Change in Control or Termination of Employment” beginning on page 50 of this proxy statement. There are no tax-gross ups on any benefits payable under the Severance Plans.

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HOW WE MAKE COMPENSATION DECISIONS

Risk Considerations

The Compensation Committee reviews the risks and rewards associated with the Company’s compensation program. The program is designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation program encourages and rewards fiduciary responsibility, prudent business judgment and appropriate risk-taking over the short-term and the long-term.

The Compensation Committee, with the participation of its independent compensation consultant, F.W. Cook & Co., and our management, conducted a risk assessment of the Company’s compensation program to assess whether risks arising from the program are reasonably likely to have a material adverse effect on the Company. The Compensation Committee noted that our program is designed so that the compensation mix is not overly weighted toward annual incentives, and does not include highly leveraged short-term incentives, uncapped or “all or nothing” bonus payouts or unreasonable performance goals. The Compensation Committee also included several design features in our cash and equity incentive programs that reduce the likelihood of excessive risk-taking, including the use of reasonably attainable and balanced performance metrics that are closely aligned with our business goals, maximum payouts at levels deemed appropriate, Compensation Committee oversight and direction over executive compensation program, the presence of severance plans for executives, the use of benchmarking to ensure that our compensation programs are consistent with industry practice and balance between compensation elements that focus on short-term financial and operating performance and those that reward for longer-term Company performance and stock appreciation, especially when combined with our executive stock ownership guidelines and anti-hedging policy. Additionally, our executive compensation “clawback” policy allows the Company to recover performance-based compensation under certain circumstances. Based on its assessment, the Compensation Committee believes that our compensation program does not motivate risk-taking that is reasonably likely to have a material adverse effect on the Company.

Use of Market Data and Competitive Compensation Positioning

How Do We Use “Benchmarks”?

For 2014, our benchmark for base salary was designed to be generally competitive with market pay levels, usually defined as the median (50^th percentile) of our peer group. The Compensation Committee’s desire was to provide total short-term cash opportunities near the peer group median for meeting targeted annual goals, but allow for upside for meeting or exceeding performance goals approved by the Compensation Committee. The Compensation Committee also targeted total potential compensation opportunities (including equity awards) within a competitive range of the median of our Total Compensation Peer Group, with the opportunity for above market-pay provided the Company and the executive deliver superior performance. Similarly, our compensation programs provide for significantly reduced or no incentive compensation for corporate and personal performance that falls below threshold performance levels.

We chose the base salary benchmark primarily to target a market competitive base salary as the norm. Our benchmarks for short-term cash bonus and total compensation opportunities reflect our desire that “target” performance results in median, market competitive incentives similar to our base salary objective and consistent with our goal of driving the achievement of business and financial objectives that help create stockholder value and share price appreciation and rewarding above-average performance with above-average cash and total compensation.

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To help assess how our executives are compensated in relation to our benchmarks, the Compensation Committee collects compensation data from proxy data reported by our peer companies, as well as published survey data (“market data”). However, market data is used by the Compensation Committee solely as a baseline reference, in part because market data may not provide full insight as to actual performance, responsibilities, tenure, prior experience and other relevant information needed to accurately assess position comparability and the competitiveness of our compensation packages. Accordingly, certain executives may be compensated below or above the Compensation Committee’s benchmarks based on various factors consistent with our compensation philosophy. Our process and rationale for determining our peer group for 2014 are described below under “Total Compensation Peer Group.”

Decision-Making Process and Role of Executive Officers

Role of the Compensation Committee

Our executive compensation program is administered by the Compensation Committee, which is ultimately responsible for the review and approval of compensation for our Chief Executive Officer and all executives that directly report to him, including our other NEOs. Our Chief Executive Officer’s compensation is further approved by the Board without the participation of our Chief Executive Officer. Key areas of responsibility for the Compensation Committee are described in “Corporate Governance—Committees of the Board of Directors—Compensation Committee” on page 13 of this proxy statement.

Role of Management and Our Chief Executive Officer

The Company’s human resources, finance and legal departments assist the Compensation Committee in the design and development of the competitive compensation program by providing data and analysis to the Compensation Committee in order to ensure that Engility’s programs and incentives align with and support the Company’s business strategy. Management also recommends plan architecture, incentive plan metrics, performance targets and other plan objectives to be achieved, based on expected Company performance and subject to Compensation Committee approval.

On an annual basis, our Chief Executive Officer reviews the performance of those executives that report directly to him, including our other NEOs, relative to their individual goals and Company performance and submits recommendations to the Compensation Committee for proposed base salary adjustments, annual incentive plan target opportunities and personal ratings and grant date target values for long-term incentive awards. Our Chief Executive Officer also provides the Compensation Committee with an annual self-assessment of his own performance, but has no role in determining his own compensation. No other NEO participates in the setting of compensation for himself or any other NEO.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to select, retain, compensate and replace outside consultants to provide it with advice on various aspects of executive compensation design and delivery. Since the Spin-Off, the Compensation Committee has retained F.W. Cook & Co. as its independent compensation consultant to advise the Compensation Committee on executive and non-employee director compensation. In order to remain independent, F.W. Cook & Co. performs no other services for the Company. In March 2014, the Compensation Committee evaluated whether any relationship with F.W. Cook & Co. raises any conflict of interest or impaired F.W. Cook & Co.’s independence and determined that it did not.

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F.W. Cook & Co. provides research, data analyses and design expertise in developing compensation programs for our executives. In addition, F.W. Cook & Co. keeps the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices and administers the CEO evaluation process. F.W. Cook & Co. does not determine the exact amount or form of executive compensation for any of our NEOs. A representative of F.W. Cook & Co. generally attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee.

Total Compensation Peer Group

We use a comparator group of peer companies as a key input when making compensation decisions. Specifically, our peer group is used:

The Total Compensation Peer Group companies for 2014 are listed below. Peer companies were chosen based on the following criteria:

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ADDITIONAL INFORMATION

Executive Stock Ownership Guidelines

We have stock ownership guidelines for executives, including our NEOs. These guidelines are designed to align the executives’ long-term financial interests with those of our stockholders. The stockholder ownership guidelines are as follows:

Shares that count towards compliance with the guidelines include:

While there is no required time period for executives to gain compliance with the ownership guidelines, until the executive is compliant, the executive is required to retain 50% of the net shares, after settlement of taxes and exercise price (if any), acquired pursuant to the vesting or earn-out of restricted stock, RSUs, performance shares, performance units, or the exercise of stock options.

Trading Controls and Prohibition on Speculative Transactions

Executive officers, including our NEOs, are required to receive the permission of the Company’s General Counsel prior to entering into any transactions in Company securities, including any pledge of Company securities. Generally, trading is permitted only during announced trading periods. Executive officers are prohibited from entering into hedging transactions, or engaging in other types of speculative transactions in our stock, including the use of puts, calls and short sales.

Timing of Equity Grants

Except with respect to new hires or promotions, we determine annual executive equity compensation awards each year at a March meeting of our Compensation Committee. The equity awards to our Chief Executive Officer are then ratified and approved by our Board of Directors at a meeting that generally occurs on the following day. The date of this Board of Directors meeting, typically scheduled several weeks in advance, also represents the grant and effective date for all annual equity awards. In the event of a “new hire,” “promotional” or other ad hoc equity award for executive officers, that equity award will be approved by the Compensation Committee or a subcommittee thereof, unless the Compensation Committee has expressly delegated the authority to approve ad hoc equity awards to the Company’s Chief Executive Officer, and it will be effective on the first trading day of the month that immediately follows the approval date of such ad hoc equity award, unless the Compensation Committee specifies an alternate date. The per share exercise price of an option award is set as the closing price of the Company’s common stock on the NYSE on the applicable effective date as specified above. All other equity-based awards will be determined in relation to such price where

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applicable. This policy applies to awards to all eligible employees, not just our executive officers. The Compensation Committee may make an exception to the general policies above when it determines an exception is in the best interest of the Company or based on other special circumstances.

Executive Compensation Recovery Policy

In April 2013, the Board, upon the recommendation of the Compensation Committee, adopted a policy that provides for recoupment of performance-based compensation from our executive officers and our chief accounting officer (each, a “Covered Officer”) in the event of a material restatement of the Company’s financial results. In such a situation, the Board will review all performance-based compensation awarded to or earned by each Covered Officer on the basis of the Company’s financial performance during fiscal periods materially affected by the restatement. This would include annual cash incentive awards and all forms of performance-based compensation. If, in the Board’s view, the compensation related to the Company’s financial performance would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment from each Covered Officer of any portion of such performance-based compensation as it deems appropriate after a review of all relevant facts and circumstances.

Tax Considerations

Section 162(m) of the Code, generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers to $1 million in the year compensation becomes taxable to the executive, subject to an exception for performance-based compensation that meets specific requirements. The Compensation Committee considers the impact of this rule when developing and implementing its executive compensation programs; however, the Compensation Committee reserves the right to provide compensation that is not tax deductible if it believes the value in doing so outweighs the value of the lost tax deduction.

We anticipate that payments under the Cash Plan are deductible by the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The foregoing Report of the Compensation Committee shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The Report of the Compensation Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, regardless of any general incorporation language in such filing.

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2014 SUMMARY COMPENSATION TABLE

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our NEOs.

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2014 GRANTS OF PLAN-BASED AWARDS

The following table summarizes awards made to our NEOs during the year ended December 31, 2014.

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OUTSTANDING EQUITY AWARDS AT 2014 FISCAL YEAR-END

The following table provides information with respect to holdings of exercisable and unexercisable stock options and unvested RSUs and performance shares held by the Company’s NEOs at December 31, 2014.

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2014 OPTION EXERCISES AND STOCK VESTED

The following table provides information regarding the amounts received by our NEOs as a result of the vesting of RSUs and exercises of stock options during the year ended December 31, 2014.

2014 NONQUALIFIED DEFERRED COMPENSATION

The following table provides information regarding contributions, earnings and balances for our NEOs under the Engility Corporation Deferred Compensation Plan II. For a further discussion of the Engility Corporation Deferred Compensation Plan II, see “Executive Compensation—Compensation Discussion and Analysis—Additional Compensation Elements—Executive Benefits and Perquisites—Deferred Compensation Plans.”

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POTENTIAL PAYMENTS UPON CHANGE IN CONTROL OR TERMINATION OF EMPLOYMENT

EFFECT OF CHANGE IN CONTROL OR TERMINATION OF EMPLOYMENT UPON EQUITY AWARDS

The following table summarizes the effect of the following events upon outstanding equity awards issued to our NEOs.

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PAYMENTS UPON CHANGE IN CONTROL OR TERMINATION OF EMPLOYMENT – FISCAL YEAR 2014

The following table summarizes the benefits in effect as of December 31, 2014 that the NEOs would receive assuming that a qualifying termination (i.e., a termination described in footnote 9 below) in connection with a change in control, death or disability, or a termination by the Company without cause, or a voluntary termination by the NEO for good reason, occurred on December 31, 2014. Payments under other plans that do not change as a result of a change in control or termination of employment are found elsewhere in this proxy statement under “Executive Compensation—2014 Nonqualified Deferred Compensation” and are not included in this table. In addition, those payments that are available generally to salaried employees that do not discriminate in scope, terms or operation in favor of executive officers are also not included in this table.