Heidrick and Struggles Scope Increase JA_P00003_Redactedv1.pdf

DEPARTMENT OF WAR

WASHINGTON HEADQUARTERS SERVICES

1155 DEFENSE PENTAGON

WASHINGTON, DC 20301-1155

ACQUISITIONDIRECTORATE

WHS-2026-1912-JA

JUSTIFICATION FOR

OTHER THAN FULL AND OPEN COMPETITION (JOFOC)

UNDER FEDERAL ACQUISITION REGULATION FAR SUBPART 6.103

1. AGENCY AND CONTRACTING ACTIVITY: The Contracting Activity is the Department of War (DoW)1, Washington Headquarters Services (WHS), Acquisition Directorate (AD), Enterprise Services & Innovation Directorate (ESID). The Requiring Agency is the Office of the Secretary of War (OSW).

2. DESCRIPTION OF ACTION: The modification increases the scope of the original contract for identifying and vetting private sector leaders to address critical challenges within the DoW. The modified scope adds executive sourcing services to additional critical DoW programs and services, such as real estate, infrastructure optimization (FRMS), construction (MILCON), business systems and IT, personnel management, contracting/finance, schools, and commissaries. This action increases the price of the sole-source, firm-fixed-price (FFP) contract by

. The contract was awarded to the contractor Heidrick & Struggles International, Inc. (H&S) on September 18, 2025. Given the complexity and urgency of this effort, time is of the essence.

3. DESCRIPTION OF SUPPLIES/SERVICES: The contract for Private Sector Leadership Engagement Support Services for the OSW requires H&S to find top-tier private sector leaders with proven success in relevant industries to address the most critical challenges in areas such as shipbuilding, submarine industrial base, autonomous systems, munitions production, and healthcare. Leaders sourced by H&S will provide strategic guidance and actionable recommendations to modernize systems, optimize resource utilization, and enhance operational effectiveness.

H&S is required to identify and vet a panel of highly qualified private sector leaders with specialized expertise as follows:

DoDEA Engagement: Recruit highly qualified private sector leaders for key educational leadership roles, including Chief Academic Officer, Chief Operating

1 Statutorily referred to as the Department of Defense, 10 U.S.C. § 111.

Officer, and Director of Student Excellence. Focus on candidates with expertise in curriculum development, student achievement, operational management, and technical expertise, and alignment with DoDEA Mission priorities.

OSC Engagement: Assist OSC leadership in recruiting investment professionals to build out a deal team of up to 30 professionals by identifying candidates with expertise in private equity, venture capital, and strategic investments. Conduct thorough research, market outreach, and due diligence to ensure the selection of compelling candidates for Associate-level, Principal-level, VP-level, MD-level, and Group MD-level positions.

The modification is necessary to address additional urgent challenges within the DoW, such as fragile supply chains, modernization efforts, and congressional divestiture mandates. It also includes sourcing experts in AI adoption, digital transformation, and scaling emerging capabilities like uncrewed vehicles. This expanded effort is essential to ensure the DoD can address its most pressing challenges and achieve its mission-critical objectives effectively and efficiently.

Period of Performance Amount October 5, 2025 April 17, 2026

4. AUTHORITY CITED: This action is authorized under 10 U.S.C. 3204(a)(2) as implemented by Federal Acquisition Regulation (FAR) 6.103-1 and Defense Federal Acquisition Regulation Supplemental 206.302-1, "Only one responsible source and no other supplies or services will satisfy agency requirements."

5. REASON FOR AUTHORITY CITED: Heidrick & Struggles International, Inc. is requirements within the necessary timeframe and with the specialized expertise required.

The DoW is confronting urgent and interconnected challenges including fragile supply chains, modernization efforts, and congressional divestiture mandates that demand immediate action to ensure operational readiness and national security. These challenges have intensifi Republic of China (PRC), and vulnerabilities in critical defense infrastructure. Delays in addressing these issues would exacerbate inefficiencies, increase costs, and elevate risks to national defense.

The expanded scope of this contract modification is essential to address newly identified mission-critical needs. Heidrick & Struggles will support specialized engagements for the Department of Defense Education Activity (DoDEA) and the Office of Strategic Capital (OSC), recruiting educational leaders and investment professionals to address critical gaps and strategic initiatives.

For DoDEA, the urgency is driven by the need to fill key educational leadership roles to maintain program quality and operational efficiency. For OSC, immediate recruitment of investment professionals is required to manage strategic investments in high-priority investments.

Heidrick & Struggles has demonstrated unique qualifications, proprietary methodologies, and a proven track record with the DoW, delivering exceptional results under the current contract. Their proprietary tools and extensive industry networks enable them to source the top 1% of C-suite talent globally, ensuring the DoW has access to the specialized expertise needed to address its most pressing challenges. Their deep understanding of the defense industry landscape further solidifies their position as the only responsible source.

Conducting a full and open competition for this expanded scope would result in unacceptable delays typically requiring a minimum of 75 120 days for market research, proposal evaluation, and award negotiation. Such delays would allow adversaries to exploit existing vulnerabilities and directly threaten national security and mission effectiveness. Awarding this contract modification without delay is essential to prevent effectively.

6. EFFORTS TO OBTAIN COMPETITION: Given the critical operational challenges and the unacceptable risks to national security, the DoW requires a rapid response solution. A full and open competition for a requirement of this magnitude, valued between $700,000.00 and $7,000,000.00, typically requires a Procurement Acquisition Lead Time (PALT)of 120 days. This includes 30 days for market research, 45 days for proposal submission and evaluation, and 45 days for award and contract negotiation.

While some steps could be expedited, such as reducing the market research period to 15 days or employing streamlined evaluation techniques, even an accelerated process would require a minimum of 75 90 days. Leveraging pre-existing contracts through a Federal Supply Schedule (FSS) could reduce the timeline to approximately 90 days, but this remains insufficient given the immediate threats from adversaries. Therefore, a non-competitive procurement is necessary to ensure timely delivery of this critical capability to OSC and DoDEA.

7. FAIR AND REASONABLE COST DETERMINATION: The contracting officer will determine that the anticipated prices will be fair and reasonable by using the techniques identified at FAR 13.106-3, specifically, FAR 13.106-3(a)(2)(vi), to ensure the award will be at a fair and reasonable price. Certified Cost and Pricing Data will not be obtained.

8. MARKET RESEARCH: Market research was conducted to identify potential

Russell Reynolds Associates, Heidrick & Struggles, Spencer Stuart, and Egon Zehnder.

However, the critical nature of the operational need and the exceptionally tight timeframe driven by immediate threats posed by both state and nonstate actors to the Homeland and U.S. national interests precludes conducting comprehensive market research. Engaging multiple vendors to assess potential solutions would consume timeframe.

The specific technical requirements for this effort are highly specialized and demand expertise in recruiting for advanced technical roles within the DoW, such as cybersecurity, artificial intelligence, aerospace engineering, and weapons systems development. This requires a deep understanding of relevant technologies, skill sets, and the defense industry landscape, including organizational structures, key players, and current challenges. Heidrick & Struggles has demonstrated their unique ability to meet these requirements, possessing the necessary expertise and proven capability to deliver a validated their ability to provide the required support effectively and efficiently.

9. ANY OTHER FACTS SUPPORTING THE USE OF SOLE SOURCE: Failure to award this contract to Heidrick & Struggles International, Inc. would result in significant delays in addressing critical challenges facing the Department of War (DoW). Such delays would exacerbate inefficiencies, increase costs, and elevate risks to national defense and security. The urgency of this requirement necessitates immediate action to

Specifically, the rapidly evolving geopolitical landscape most notably the growing demands urgent and comprehensive reform of DoW programs and services. Any delay in implementing these reforms develop the capabilities required to maintain a competitive advantage. Each delay not strategic surprise or shock, further jeopardizing national security.

10. INTERESTED SOURCES: To date, no other sources have expressed an interest in this requirement.

11. ACTIONS TO INCREASE COMPETITION: The DoW will evaluate the outcomes of this effort and explore opportunities to foster competition for similar requirements in the future. Lessons learned from this initiative will inform future acquisition strategies to ensure broader participation.