Business Context and Reporting Period
This Form 8-K Current Report was filed by Science Applications International Corporation (SAIC) on July 20, 2025, regarding events reported on July 24, 2025. The filing discloses a change in the composition of the Company's 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 corporate governance and does not contain financial performance data.
Material Changes
- Board Expansion: The Board of Directors increased in size from eleven to twelve members.
- New Appointment: David Urban was appointed as a member of the Board of Directors.
- Committee Assignment: Mr. Urban will serve on the Audit Committee effective September 15, 2025.
- Term Duration: The initial term begins September 15, 2025, and expires at the 2026 Annual Meeting of Stockholders.
Management Commentary and Compensation
Mr. Urban brings extensive leadership experience in legal, business, military, and public service sectors. His background includes roles as Managing Director at BGR Group, Executive Vice President at ByteDance, and President of the American Continental Group. He previously served as Chief of Staff to U.S. Senator Arlen Specter and is a graduate of the United States Military Academy at West Point.
Regarding compensation, Mr. Urban will receive the standard annual cash and equity compensation paid to non-employee directors, pro-rated until the 2026 Annual Meeting. He is also eligible to participate in the Company's Deferred Compensation Plan, allowing for the deferral of 100% of cash retainers and meeting fees. The filing confirms no undisclosed arrangements or related party transactions exist.
Investor Verification Checklist
- Verify the effective date of Mr. Urban's board membership (September 15, 2025).
- Confirm the specific composition of the Audit Committee following this appointment.
- Review the standard non-employee director compensation package to understand the pro-rated value for the initial term.
- Check for any potential conflicts of interest given Mr. Urban's current roles at BGR Group, Torridon Law PLLC, and other boards (Virtu Financial, Eos Energy).