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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 22, 2014

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 22, 2014 at 9:00 a.m. eastern daylight time at the Westfields Marriott, 14750 Conference Center Drive, Chantilly, Virginia 20151.

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 Tuesday, March 25, 2014 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 11, 2014, we mailed to all stockholders of record as of the close of business on Tuesday, March 25, 2014 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, 2013, and our proxy statement and proxy card on the Internet website indicated in our notice. The April 11, 2014 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 11, 2014

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 11, 2014 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 22, 2014

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Engility Holdings, Inc. for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 22, 2014 at 9:00 a.m. eastern daylight time at the Westfields Marriott, 14750 Conference Center Drive, Chantilly, Virginia 20151, 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  11, 2014.

PROPOSAL 1    ELECTION OF DIRECTORS

DIRECTORS AND NOMINEES FOR DIRECTOR

The Company’s 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 has currently been set at seven (7) directors.

The terms for two (2) of the Company’s incumbent directors expire at the Annual Meeting. These directors are Anthony Principi and David A. Savner. The nomination of directors Anthony Principi and David A. Savner for their re-election to a three-year term has been recommended by the Nominating/Corporate Governance Committee and approved by the Board. There are three (3) directors whose terms expire at the 2015 annual meeting and two (2) directors whose terms expire at the 2016 annual meeting. In each case, directors are elected until their respective 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 sought 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.

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. In particular,

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NOMINEES FOR ELECTION TO BOARD

Director since 2012

Mr. Principi has served as a Director on our Board and as member of the Compensation Committee and the Nominating/Corporate Governance Committee since 2012. 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 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.

Director since 2012

Mr. Savner has served as a Director on our Board and as chair of the Nominating/Corporate Governance Committee since 2012. 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.

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CONTINUING DIRECTORS UNTIL 2015 MEETING

Director since 2012

Mr. Boykin has served as Chairman on our Board since 2012. Mr. Boykin was President and Chief Operating Officer of Computer Sciences Corporation, an information technology services company, until his retirement in 2003. Mr. Boykin spent 37 years at Computer Sciences Corporation. Prior to becoming President and Chief Operating Officer, he held a number of senior management positions, including President of its Financial Services Group from 1998 through 2001, President of Pinnacle Alliance from 1996 through 1998, President of its Technology Management Group from 1993 through 1996 and President of CSC Credit Services, Inc. from 1988 through 1996. Prior to joining Computer Sciences Corporation in 1966, Mr. Boykin was an aerospace engineer at NASA. Mr. Boykin is a Director and a Member of the Audit Committee of Teradata Corporation. He also serves as a Lead Director and as a Member of the Executive Committee, Audit Committee and Directors and Governance Committee of NCR Corporation. He served as Chairman and Director of Capital TEN Acquisition Corporation during 2007. Mr. Boykin was previously a Director of Plus One Solutions, Inc. from 2008 through 2009. Mr. Boykin received a Bachelor of Science in Mathematics from the University of Houston and completed graduate work in Mathematics at the University of Alabama at Huntsville.

Director since 2012

Mr. Ream has served as a Director on our Board and as chair of the Audit Committee and member of the Compensation Committee since 2012. Mr. Ream was Executive Vice President and Chief Financial Officer of Anteon International Corporation, an international information technology, 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 and Member of the Compensation Committee of Aeroflex Holdings Corp. Mr. Ream also serves as a Director of The SI

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Organization, a portfolio company of Veritas Capital, and is a Director of Allied Defense Group, Inc. Mr. Ream served as a Director of 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).

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.

CONTINUING DIRECTORS UNTIL 2016 MEETING

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.

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Director since 2012

Mr. Tobin has served as a Director on our Board and as chair of the Compensation Committee and member of the Audit Committee since 2012. 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.

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 Anthony Principi and David A. Savner as directors to hold office until the 2017 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 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, 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 standards that are used by the Board in affirmatively determining whether a director is independent are composed, in part, of those objective standards set forth in the NYSE rules, which generally provide that:

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The Board, with the assistance of our Nominating/Corporate Governance Committee, evaluated from a director independence perspective Mr. Savner’s position as a corporate partner in the law firm of Jenner & Block LLP, which has historically provided government contract-related legal services to the Company. Mr. Savner recused himself from these discussions. In evaluating Mr. Savner’s independence, the Board affirmatively determined that Mr. Savner’s position as a partner in Jenner & Block did not constitute a material relationship with the Company, and that he qualifies as independent. Factors that the Board considered in reaching this conclusion included the following: (i) Mr. Savner has never provided any legal services to the Company, through Jenner & Block or otherwise; (ii) the Company’s relationship with Jenner & Block pre-dates by approximately eight years the date that Mr. Savner joined our Board; (iii) Mr. Savner is a non-equity partner at Jenner & Block and does not receive origination fees or other compensation related to the legal work that Jenner & Block performs for the Company; and (iv) Mr. Savner has no involvement with our decision to use Jenner & Block for ongoing work.

Notwithstanding our Board’s conclusion as to Mr. Savner’s independence, we understand that some proxy advisory services may take a different view as to the effect of Mr. Savner’s position as a partner in Jenner & Block on his independence. Therefore, effective March 2014, we have terminated our relationship with Jenner & Block.

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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. 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		Compensation Committee		Nominating/Corporate Governance Committee
Edward P. Boykin
Darryll J. Pines
Anthony Principi
Charles S. Ream
David A. Savner
Anthony Smeraglinolo
William G. Tobin
Chairperson      Member      Financial Expert

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 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 2013, the Audit Committee met nine 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. 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 2013, the Compensation Committee met eight times.

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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; 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; 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 2013, the Nominating/Corporate Governance Committee met four 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. Edward P. Boykin, the independent Chairman of the Board, currently presides over each session. According to our Corporate Governance Guidelines, in the event that the Chairman of the Board is an employee of the Company, 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.

CRITERIA FOR DIRECTOR NOMINATIONS

Our Board is responsible for nominating directors for election by stockholders. 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

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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 that 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:

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

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.

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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.

We conduct an annual enterprise risk management assessment, which is led by our Director of Internal Audit, who reports directly to our Audit Committee. In this process, we assess 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 annually prepares 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.

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, the Director of Internal Audit, the Corporate Ethics Officer and the 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 19 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 2013, our Board held six 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. It is our policy that directors are strongly encouraged to attend the Company’s annual stockholder meetings. At the 2013 annual meeting of stockholders, all of the directors serving on our Board at the time attended the meeting.

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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 pages 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 current members of our Compensation Committee are Messrs. Tobin, Principi and Ream. All members of the Compensation Committee are “independent directors” within the meaning of the NYSE listing standards and no member is an employee or former employee of the Company. During fiscal 2013, 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 2013 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 2013 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.

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.

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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 2013 compensation program for our non-employee directors is described further below.

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

2013 DIRECTOR COMPENSATION PROGRAM

Non-employee director compensation consists 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. We pay an 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.

For 2014, annual cash retainers, and chair and committee fees, may be elected to be received in restricted stock units, and the settlement of any restricted stock units granted is deferred by the director until such director leaves the Board.

The following table details the total compensation of the Company’s non-employee directors for the year ended December 31, 2013.

2013 Director Compensation

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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.

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OUR EXECUTIVE OFFICERS

The following table sets forth the information as of March 25, 2014 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.

Michael J. Alber—Mr. Alber joined our Company in May 2012, and serves as our Senior Vice President and Chief Financial Officer. Prior to joining Engility, Mr. Alber served as Chief Financial Officer and Treasurer at Alion Science and Technology Corporation, a provider of engineering, information technology and operational solutions, from 2008 to 2012, and previously, acting Chief Financial Officer 2007-2008. Prior to joining Alion in 2007, Mr. Alber was with Science Applications International Corporation, a provider of scientific, engineering, systems integration and technical services and solutions, for 17 years, where he served in positions of increasing responsibility, and most recently, as Senior Vice President and Group Controller. Earlier in Mr. Alber’s career, he held senior finance and contract-related positions with Network Solutions Inc., GeoTrans Inc. and System Development Corporation. Mr. Alber received his Bachelor of Science degree from George Mason University in Business Administration and recently completed an Advance Management Program (AMP) at Georgetown University’s McDonough School of Business.

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.

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Craig R. Reed—Dr. Reed joined our Company in April 2012, and serves as our Senior Vice President, Strategy and Corporate Development. 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 currently serves in the Board of Directors for the Association for Corporate Growth—National Capital Region since 2013, and was recently elected to the Board of Directors of the Professional Services Council. 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.

Randall J. Redlinger—Mr. Redlinger has served as our Vice President, Administration and Corporate Ethics Officer since March 2014. Prior to that time, Mr. Redlinger served as Vice President of Business Operations and Corporate Ethics Officer since 2012. Mr. Redlinger previously served as Vice President of Security since joining L-3 Services Group in June 2007, and was further appointed Group Ethics Officer in April 2011. Prior to joining L-3 Services Group, Mr. Redlinger had a distinguished 32 year career with the United States Air Force, and most recently served as Deputy Executive Director of the Air Force Office of Special Investigations. Mr. Redlinger holds a Bachelors of Science degree in education (BSE) from Southern Illinois University, and is the recipient of numerous U.S. military and federal civil service awards and decorations, including the Bronze Star Medal for service in Iraq.

Michael D. Dallara—Mr. Dallara has served as our Vice President of Business Operations since March 2014. Prior to that time, Mr. Dallara served as Vice President of Administration since 2012. Mr. Dallara previously served as Director, Corporate Development, STRATIS division, of L-3 Services Group, and in various operations and financial management roles within L-3 Services Group’s Intelligence Solutions Division since 2006. Prior to joining L-3 Services Group, Mr. Dallara spent ten years with Harris Corporation, holding staff and management positions in finance and business operations. Mr. Dallara received a master’s degree in national resource strategy from the National Defense University in Washington, D.C. and a Bachelor’s degree in Business Administration from the University of Florida.

Thomas J. Murray—Mr. Murray joined our Company in June 2012, and serves as our Vice President, Human Resources. Previously, Mr. Murray served as Vice President of Human Resources for the Intelligence & Security sector of BAE Systems, a global defense, aerospace and security company, beginning in 2010, and held other Human Resources leadership positions with the same organization since 2000. These positions included Vice President roles in the Information Solutions business area from 2009 to 2010, Vice President of the Customer Solutions Operating Group from 2006 to 2009 and Director of the Communications, Navigation, Information and Reconnaissance business area from 2000 to 2006. Prior to joining BAE Systems, Mr. Murray spent four years with Lockheed Martin, six years with Loral Corporation and eleven years with Amstar Corporation. Mr. Murray holds a Bachelor’s degree from Providence College and Master of Business Administration degree from the University of Pennsylvania.

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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. Since January 1, 2013, there have been no related party transactions to report.

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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 2013. The CD&A also describes the compensation decisions 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 2013. Our named executive officers (“NEOs”) for 2013 were:

EXECUTIVE SUMMARY OF FISCAL 2013 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 2013 was based on objective metrics that we believe drive corporate performance and stockholder returns—adjusted earnings before taxes (“AEBT”) and accounts receivable days sales outstanding, net of advanced payments (“DSO”). In addition, for 2013, we enhanced our focus 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 29 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).

We at Engility are proud of our company’s performance in our first full year as a public company following our spin-off from L-3 Communications Holdings, Inc. in July 2012 (the “Spin-Off”). For the

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year ended December 31, 2013, we delivered excellent returns to our stockholders, with a TSR of 69%. Additionally, despite the impact and challenges of the headwinds in our industry, including sequestration, a government shutdown and continued budget uncertainty, we only fell slightly below our annual cash incentive plan targets for AEBT and DSO for 2013. Set forth below are other significant highlights from our 2013 performance.

2013 BUSINESS HIGHLIGHTS

CONSIDERATION OF 2013 “SAY-ON-PAY” ADVISORY VOTE

The Company provided stockholders a “say-on-pay” advisory vote on its executive compensation at the 2013 annual meeting of stockholders. At our 2013 annual meeting of stockholders, our stockholders expressed substantial support for the compensation of our NEOs, with approximately 97.9% of the votes cast for approval of the “say-on-pay” advisory vote on executive compensation. The Compensation Committee evaluated the results of the 2013 “say-on-pay” advisory vote and considered many other factors in evaluating the Company’s executive compensation programs as discussed in this CD&A.

At our 2013 annual meeting of stockholders, our stockholders expressed a preference that “say-on-pay” advisory votes on executive compensation occur annually, in accordance with the recommendation of our Board. Based on the results of this vote, the Board currently intends to conduct a “say-on-pay” advisory vote on executive compensation annually.

COMPENSATION PHILOSOPHY

Our compensation philosophy supports a pay for performance culture. We target total compensation which is comprised of base salaries and annual and long-term incentive opportunities, to generally approximate market median compensation levels, based on experience, performance, and other individual factors as described in the section “Decision-Making Process and Role of Executive Officers – Total Compensation Peer Group” beginning on page 34 of this proxy statement. For 2013, 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, where the ultimate value realized is

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intended to align with our stockholders’ experience. Our Compensation Committee believes it is appropriate to deliver above market pay when earned by superior performance and below market pay for underperformance.

Our executive compensation program is designed to support Engility’s mission to maximize stockholder value by tying a substantial portion of each executive officer’s total compensation to financial performance objectives that are balanced against one another within the annual and long term incentive plans to incentivize strong financial performance. The specific objectives of Engility’s program include the following:

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

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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.

WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION

We have three elements of total direct compensation: base salary, annual cash incentive compensation and long-term equity-based incentive compensation. We also provide our NEOs with a

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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 60% of total 2013 target direct compensation (“TDC”) for our Chief Executive Officer and other NEOs, respectively, was either performance-based or long-term incentive compensation.

For 2013, Frederic W. Cook & Co., Inc. (“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 34. Although F.W. Cook & Co. determined that many of the Company’s executive officers, including our CEO, were compensated at a level significantly below their peers at comparable companies, the Compensation Committee, based on the recommendation of the Company’s management, determined to leave the base salaries and target annual and long-term incentive compensation targets unchanged for 2013. However, the Compensation Committee determined that it would be appropriate to re-evaluate the competitive pay positioning of its executive officers in 2014 after the Company completed its first full fiscal year as an independent public company.

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 15% around market median; but as noted above, in 2013 the Compensation Committee elected to keep the base salaries the same for 2013. The base salaries for each NEO for 2013 are set forth below.

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(1) Mr. Heller left the Company in December 2013. As a result his actual base salary received for 2013 was $416,827.

(2) Mr. Craddock transitioned to part-time employment status on August 16, 2013, and his target base salary changed from $350,000 to $225,000.

Annual Incentive Awards

For 2013, our Compensation Committee adopted an annual incentive compensation program designed to align with Engility’s performance objectives and consistent with market practice for public companies within our Total Compensation Peer Group. The AEBT and DSO targets for the 2013 program were based on the Company’s internal financial projections in its 2013 annual operating plan. We provide annual incentive awards to our executive officers and other senior leaders to drive the achievement of key business results and to recognize individuals based on their specific and measurable contributions to those results. Annual incentive awards are determined under our 2012 Amended and Restated Cash Incentive Plan, 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 that was below market median, but allowed for the possibility of paying above-market cash compensation for superior performance. The 2013 annual incentive award targets for our NEOs are set forth below.

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Financial Rating

As noted above, we believe that our executive compensation programs should be tightly linked to overall company performance. For this reason, 80% of the target annual incentive award for our NEOs for 2013 was based on the following two performance measures that we believe are key factors in driving overall corporate performance and increasing stockholder value: AEBT and DSO. Together, these two performance measures are referred to as the “Company Performance Measures.” The 2013 target values and weightings are described in the table below.

* Given the importance of AEBT 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 2013.

For 2012, revenue was also included as a performance measure under the annual incentive plan, but for 2013 the Compensation Committee removed revenue as a performance measure because of the inclusion of relative revenue growth as a target metric in the Company’s 2013 LTIP, as discussed below. Removing revenue as a financial objective thus avoided providing incentive compensation twice for the same performance.

In calculating AEBT, 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, 2013, 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 2013 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 2013 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 a 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 2013, 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.

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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 Chief Executive Officer’s performance through a process administered by F.W. Cook & Co. 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.

In determining the personal ratings and payout percentages of our NEOs for 2013, the Compensation Committee considered the 2013 performance of each executive as described below, excluding Mr. Heller, who did not receive a bonus for 2013 because of his departure from the Company and therefore was not evaluated by the Compensation Committee.

Anthony Smeraglinolo.    Under Mr. Smeraglinolo’s leadership, Engility continued to successfully execute on its strategy to provide its highly talented employees at the lowest possible cost to Engility’s customers. In order to achieve this objective, Mr. Smeraglinolo maintained tight controls over Engility’s expenses, further reducing the Company’s selling, general and administrative expenses by 37% in 2013. These cost reductions were enabled in part by Mr. Smeraglinolo’s commitment to continuous process improvements, designed to streamline and optimize our operations. Mr. Smeraglinolo delivered to our Board a comprehensive strategic plan designed to drive our growth over the next four years. Mr. Smeraglinolo also successfully developed an inorganic growth strategy to augment the Company’s future growth through the selective pursuit of acquisitions that enhance stockholder value. Mr. Smeraglinolo further led a succession planning initiative for the Company’s executive officers, and identified potential future leaders for key positions.

Michael J. Alber. Mr. Alber continued his successful leadership of Engility’s accounting, financial reporting, treasury and information technology capabilities. In August 2013, Mr. Alber closed a refinancing of our credit facility, which reduced Engility’s borrowing costs by nearly 50%. Mr. Alber also led a comprehensive investor relations initiative together with Mr. Smeraglinolo and Mr. Reed, which resulted in greatly improved communications with analysts and investor community. Mr. Alber led several successful process improvement initiatives, which accelerated the delivery cycle for Engility’s monthly / quarterly financial data, and improved internal compliance. These initiatives also contributed to reducing the Company’s DSO from 78 days for the fourth quarter of 2012 to 73 days for the fourth quarter of 2013. Mr. Alber also enhanced the communications between his departments and our Audit Committee and completed a succession plan for his direct reports.

Thomas O. Miiller.    Mr. Miiller continued his proactive leadership of Engility’s legal and contracts functions, overseeing the consolidation of the contract department into a fully matrixed, geographically centralized organization. Mr. Miiller also successfully led the resolution of one of the Company’s most significant legal matters in 2013, below the anticipated budget for settling this matter. Mr. Miiller coordinated the preparation of the Company’s Annual Report on Form 10-K and Annual Meeting Proxy Statement, and ensured that all of the Company’s filings with the SEC were made on a timely basis. Mr. Miiller also oversaw the implementation of the Compensation Committee’s decisions regarding

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executive compensation for Engility and was instrumental in the design and implementation of the 2013 Annual Incentive Cash Plan (the “AICP”) and 2013 LTIP. Mr. Miiller also provided assistance to Engility’s Finance Department to support its efforts to reduce the Company’s DSO total for 2013.

Craig R. Reed.    Mr. Reed continued his oversight of Engility’s corporate and business development functions, as well as investor relations and corporate marketing and communications. Mr. Reed, together with Mr. Smeraglinolo, developed and delivered to our Board a comprehensive strategic plan designed to drive our growth over the next four years. Mr. Reed also worked with Mr. Smeraglinolo to develop and execute an inorganic growth strategy for the Company, and drove Engility’s successful effort to acquire Dynamics Research Corporation, which we announced in December 2013 and completed in January 2014. Mr. Reed developed and implemented a corporate branding and messaging strategy that positively raised the Company’s market presence and image and, together with Mr. Smeraglinolo and Mr. Alber, executed an investor relations strategy that increased analyst coverage of the Company and investor interest in its stock. Mr. Reed’s leadership of our business development efforts also improved Engility’s win rate for new and recompete business in 2013, exceeding his target number for the year.

Bantz J. Craddock. Mr. Craddock provided key strategic guidance and insight to our Board of Directors and senior leadership team with respect to Engility’s customers and industry. Mr. Craddock also advised the Company’s senior leadership on Engility’s core capabilities and offerings, to ensure alignment with the needs of our customers. In addition, Mr. Craddock successfully executed on a strategy to enhance awareness of the Engility brand within key U.S. government departments and agencies and international customers.

Thomas J. Murray.    Mr. Murray continued his effective management of Engility’s global human resources function, overseeing benefits, compensation and talent acquisition and management. In 2013, as part of our strategic realignment, Mr. Murray managed a comprehensive restructuring of Engility’s benefits and policies, which resulted in a projected annual cost savings to Engility of approximately $15 million over a two year period. Mr. Murray also worked with Mr. Smeraglinolo and our Board of Directors to develop a succession plan for each of the direct reports of Engility’s executive leadership. In addition, Mr. Murray served as the organization’s thought leader on the Affordable Care Act (“ACA”), and oversaw the necessary changes to Engility’s benefit plans to ensure compliance with the ACA starting in 2014.

2013 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 2013 fiscal year as set forth in the table below:

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(1) Mr. Heller left the Company in December 2013, and therefore received no cash bonus.

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 2012, 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.

2013 LTIP Grants

For 2013, we implemented a long-term equity-based incentive program consisting of a mix of time-based restricted stock units and performance-based restricted 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 adopted the 2013 Long Term Incentive Plan (the “2013 LTIP”), under which participants, including our NEOs, received a grant of performance shares and restricted stock units based on a percentage of their 2013 base salary and calculated on the date of the grant. 60% of the target grant is in the form of performance shares and 40% of the target grant is in the form of restricted stock units.

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.

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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 2013 LTIP is as set forth below (the “LTIP Peer Group”). The 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.

The table below provides (i) the grants of restricted stock units and performance shares to the NEOs in March 2013, expressed as a percentage of base salary and (ii) the target dollar value of such grants.

(1) Mr. Heller left the Company in December 2013, and therefore forfeited all of his equity grants.

(2) Mr. Craddock’s target value is based on the salary paid to him in 2013, reflecting his shift to part time status in August 2013 and related reduction in his base salary.

Additional Compensation Elements

Executive Benefits and Perquisites

Deferred Compensation Plans. Historically, Messrs. Smeraglinolo and Craddock have made deferral elections under two predecessor L-3 deferred compensation plans, which our Compensation

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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 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 2013, all of our NEOs received executive medical benefits. In addition, certain of our NEOs received supplemental life insurance coverage for 2013. Our NEOs (with the exception of Mr. Murray) also received financial planning assistance in 2013.

Severance and Change of Control Benefits. We have adopted two severance plans – the Engility Holdings, Inc. Severance Plan and the 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 restricted stock units 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 44 of this proxy statement.

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 44 of this proxy statement. There are no tax-gross ups on any benefits payable under the Severance Plans.

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

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adverse effect on the Company. The Compensation Committee noted that our program is designed so that it does not include compensation mix overly weighted toward annual incentives, 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”?

Our benchmark for base salary is 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 is 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 targets total potential compensation opportunities (including equity awards) within a competitive range of 15% 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.

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 2013 are described below under “Total Compensation Peer Group.”

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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 9 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 June 2013, 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.

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.

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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 2013 are listed below. Peer companies were chosen based on the following criteria:

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:

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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, restricted stock units, performance shares, performance share 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, 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 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

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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 Internal Revenue Code, as amended (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 Amended and Restated 2012 Cash Incentive 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, 2013.

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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2013 SUMMARY COMPENSATION TABLE

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

Amounts for 2013 also include the grant date fair value of performance shares granted under the 2012 LTPP at the target number calculated in accordance with FASB ASC Topic 718 and consistent with the estimated aggregate compensation cost to be

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recognized over the performance period. Assuming the highest level of performance conditions will be achieved, the value of the award at the grant date (i.e., maximum potential shares multiplied by the closing stock price on the date of grant) for each of our NEOs was as follows: Mr. Smeraglinolo: $1,439,999; Mr. Alber: $792,011; Mr. Miiller: $384,016; Mr. Reed: $378,021; Mr. Murray: $311,980; Mr. Heller: $510,007; and Mr. Craddock: $419,986. For a general discussion of the terms of our performance share awards, see “Executive Compensation—Compensation Discussion and Analysis—Long-Term Incentive Awards—2013 LTIP Grants.”

The Company cautions that the amounts reported for these awards may not represent the amounts that the NEOs will actually realize from the awards. SEC rules require the Summary Compensation Table to include in each year’s amount the aggregate grant date fair value of stock awards granted during the year. For example, amounts shown as 2013 compensation in the “Stock Awards” column reflect the value of performance share awards granted in March 2013 even though the values actually received by the NEOs will not be determined until after the three-year performance period. As a result, whether, and to what extent, a NEO realizes value will depend on the Company’s performance and stock price, as well as that NEO’s continued employment. Additional information on all outstanding stock awards is reflected in the Outstanding Equity Awards at 2013 Fiscal Year-End table on page 41 of this proxy statement.

To see the value actually received upon vesting of restricted stock units by the NEOs in 2013, refer to the 2013 Option Exercises and Stock Vested table on page 39 of this proxy statement.

The Company cautions that the amounts reported for these awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on the Company’s stock price as well as that NEO’s continued employment. Additional information on all outstanding option awards is reflected in the Outstanding Equity Awards at 2013 Fiscal Year-End table on page 41 of this proxy statement.

To see the value actually received upon exercise of options by the NEOs in 2013, refer to the 2013 Option Exercises and Stock Vested table on page 43 of this proxy statement.

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2013 GRANTS OF PLAN-BASED AWARDS

The following table summarizes awards made to our NEOs during the year ended December 31, 2013.

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OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END

The following table provides information with respect to holdings of exercisable and unexercisable stock options and unvested restricted stock units and performance shares held by the Company’s NEOs at December 31, 2013.

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2013 OPTION EXERCISES AND STOCK VESTED

The following table provides information regarding the amounts received by our NEOs as a result of the vesting of restricted stock units during the year ended December 31, 2013. There were no exercises of stock options during 2013.

2013 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.

PAYMENTS UPON CHANGE IN CONTROL OR TERMINATION OF EMPLOYMENT – FISCAL YEAR 2013

The following table quantifies the payments that would be made to our NEOs assuming that a change in control, death or disability, or a termination by the Company without cause, or a voluntary termination by the

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NEO for good reason, occurred on December 31, 2013. 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—2013 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.