Business Context and Reporting Period
This Form 8-K Current Report was filed by Science Applications International Corporation (SAIC) on March 15, 2021. The filing reports a corporate governance event: 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 was increased from nine to ten members.
- New Appointment: Garth Graham, M.D., was appointed as a director effective March 15, 2021.
- Committee Assignment: Dr. Graham was immediately assigned to the Human Resources and Compensation Committee.
Outlook, Commentary, and Risks
Management Commentary: The appointment leverages Dr. Graham's extensive background in healthcare leadership, including roles as Director and Global Head of Healthcare for YouTube (Alphabet Inc.), Chief Community Health Officer for CVS Health, and various executive positions at Aetna Inc.
Compensation: Dr. Graham will receive standard annual cash and equity compensation for non-employee directors, pro-rated until the 2021 Annual Meeting. He is eligible to participate in the Company's Deferred Compensation Plan.
Risks and Contingencies: The filing explicitly states there are no arrangements or understandings regarding his selection and no reportable related-party transactions between Dr. Graham or his immediate family and the Company.
Investor Verification Checklist
- Confirm the effective date of Dr. Graham's term (March 15, 2021) and its expiration at the 2021 Annual Meeting.
- Verify the new total Board size of ten members.
- Review the standard compensation package for non-employee directors to understand the pro-rated payout structure.
- Check for any subsequent filings regarding the 2021 Annual Meeting to confirm the ratification of the appointment.