Business Context and Reporting Period
This Form 8-K Current Report was filed by Science Applications International Corporation (SAIC) on October 23, 2025. The filing discloses significant changes in executive leadership, specifically the appointment of an Interim Chief Executive Officer and the departure of the former CEO.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Leadership Transition: Toni Townes-Whitley stepped down as Chief Executive Officer and Board member effective October 23, 2025.
- Interim Appointment: James C. Reagan was appointed Interim Chief Executive Officer effective October 23, 2025. Mr. Reagan, a former Board member since January 2023, previously served as CFO for Leidos Holdings, Vencore, and PAE.
- Board Composition: The Board size was reduced from twelve to eleven members following Ms. Townes-Whitley's resignation.
- Committee Changes: Mr. Reagan ceased to be a member of the Audit Committee and Human Resources and Compensation Committee upon his appointment as CEO.
Compensation and Outlook
Compensation for Interim CEO:
- Annual base salary: $1,200,000.
- Short-term incentive target: 150% of annual base salary.
- Long-term incentive: $2,000,000 in restricted stock units.
Severance for Departing CEO: Ms. Townes-Whitley separated without cause and is entitled to specified benefits under the Executive Severance, Change in Control and Retirement Policy, contingent upon a release of claims and a two-year non-compete agreement.
Outlook and Risks: The Board has initiated a search for a permanent CEO using an executive search firm. The filing includes standard forward-looking statement disclaimers regarding the ability to identify a new CEO in a timely manner and future operational outcomes. No specific financial guidance or operational outlook was provided in this report.
Investor Verification Checklist
- Verify the specific terms of the severance package for Toni Townes-Whitley in the Executive Severance, Change in Control and Retirement Policy.
- Monitor the timeline for the permanent CEO search process.
- Review the impact of the leadership transition on ongoing government contracts and backlog.
- Check for any subsequent filings regarding the finalization of the CEO search or changes to the Board structure.