Business Context and Reporting Period
This Form 8-K Current Report was filed by Science Applications International Corporation (SAIC) on December 5, 2022. The report discloses a corporate governance event regarding 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
The primary material change reported is the expansion of the Board of Directors from eleven to twelve members. Carolyn B. Handlon was appointed as a director effective December 5, 2022, with an initial term expiring at the 2023 Annual Meeting. She has been assigned to the Audit Committee and the Nominating and Corporate Governance Committee.
Management Commentary and Compensation
Ms. Handlon brings over 35 years of leadership experience, most recently serving as Executive Vice President, Finance and Treasurer of Marriott International, Inc. until her retirement in April 2022. Her compensation will consist of the standard annual cash and equity compensation paid to non-employee directors, pro-rated until the 2023 Annual Meeting. She is also eligible to participate in the Company's Deferred Compensation Plan. The filing confirms no undisclosed arrangements or related party transactions exist regarding her appointment.
Investor Verification Checklist
- Verify the effective date of the Board expansion (December 5, 2022).
- Confirm Ms. Handlon's specific committee assignments (Audit and Nominating and Corporate Governance).
- Review the standard director compensation structure to understand the pro-rated payment terms.
- Check for any subsequent filings regarding the 2023 Annual Meeting to confirm the term expiration.