Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: February 19, 2015 (Event Date: February 23, 2015)
Subject: Election of a new Director and appointment to Board Committees.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes.
Material Changes
- Board Composition: The Board of Directors increased in size from nine to ten members.
- Personnel: Deborah B. Dunie was appointed as a member of the Board of Directors and the Human Resources and Compensation Committee.
- Compensation Structure: New director compensation terms were established for Ms. Dunie, aligning with standard director compensation packages.
Guidance, Outlook, and Management Commentary
Management Commentary: The filing highlights Ms. Dunie's extensive background, including over 30 years of experience in the aerospace and defense industry. Her prior roles include senior positions at the U.S. Department of Defense, CACI International Inc., Martin Marietta Corporation, Raytheon Company, and Oracle Corporation.
Compensation Details:
- Initial Grant: $12,500 cash retainer and Restricted Stock Units (RSUs) valued at $25,000.
- Standard Annual Compensation: $50,000 cash retainer (quarterly payments), $2,000 per meeting fee, $100,000 in RSUs, and $50,000 in stock options.
- Deferred Compensation: Eligibility to defer 100% of cash retainer and meeting fees.
Risks and Contingencies: No specific risks or contingencies were disclosed in this filing.
Investor Verification Checklist
- Verify the effective date of Ms. Dunie's appointment (February 23, 2015).
- Confirm the total number of Board members is now ten.
- Review the attached Press Release (Exhibit 99.1) for additional biographical details.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.