Business Context and Reporting Period
This Form 8-K filing by Science Applications International Corporation (SAIC) was submitted on January 9, 2023. The report discloses a corporate governance change involving the appointment of a new member 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
- Board Expansion: The size of the Board of Directors increased from twelve to thirteen members.
- New Appointment: James C. Reagan was appointed as a director effective January 9, 2023, serving until the 2023 Annual Meeting.
- Committee Assignments: Mr. Reagan was immediately assigned to the Audit Committee and the Human Resources and Compensation Committee.
Management Commentary and Compensation
Mr. Reagan brings extensive experience as a senior finance executive in the defense and government services sectors, most recently serving as Executive Vice President and CFO of Leidos Holdings, Inc. until July 2021. His compensation includes standard annual cash and equity retainers for non-employee directors, pro-rated through the 2023 Annual Meeting. He is also eligible to participate in the Company's Deferred Compensation Plan. The filing confirms no undisclosed arrangements or related party transactions exist regarding his appointment.
Investor Verification Checklist
- Verify the effective date of the Board expansion and Mr. Reagan's committee assignments.
- Confirm the pro-rated compensation structure for the partial term ending at the 2023 Annual Meeting.
- Review the Company's subsequent filings for the 2023 Annual Meeting results to confirm if Mr. Reagan was elected to a full term.