Business Context and Reporting Period
This Form 8-K was filed by SAIC, Inc. (not Leidos Holdings, Inc.) on September 23, 2009. The report discloses a corporate governance event regarding the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The material change reported is the appointment of Mr. Thomas F. Frist, III as a director of SAIC, Inc., effective September 23, 2009, to fill a vacancy on the Board. Mr. Frist is a principal of Frist Capital L.L.C. and has prior board experience with HCA, Inc. and Triad Hospitals, Inc.
Guidance, Outlook, and Compensation
There is no guidance, outlook, or management commentary regarding future business performance in this filing. The document details the compensatory arrangements for the new director:
- Annual cash retainer of $50,000.
- Fees of $2,000 for each Board or committee meeting attended.
- Annual grant of equity awards valued at approximately $150,000 (two-thirds restricted stock, one-third stock options).
Mr. Frist has not yet been appointed to any Board committees, and there are no related party transactions between him and the company.
Investor Verification Checklist
- Verify the registrant name is SAIC, Inc., distinct from Leidos Holdings, Inc.
- Confirm the effective date of the director appointment is September 23, 2009.
- Review the specific equity and cash compensation structure for non-management directors.
- Check for subsequent filings regarding Mr. Frist's committee assignments.