Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: December 11, 2017
Event: Appointment of a new member to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance and director compensation.
Material Changes
Board Appointment: Mark J. Johnson was appointed as a member of the Board of Directors, effective December 12, 2017. His initial term expires at the 2018 annual meeting of stockholders.
Committee Assignment: Mr. Johnson was immediately appointed to the Audit Committee.
Background: Mr. Johnson is the Co-Founder and Managing Partner of Astra Capital Management, with 22 years of investment experience including roles at The Carlyle Group, The Blackstone Group, and J. H. Whitney & Co.
Compensation and Governance Details
Initial Compensation Grant:
- Restricted Stock Units (RSUs): Aggregate value of $50,000.
- Stock Options: Aggregate value of $25,000.
- Cash Retainer: $60,000.
- Meeting Fees: $2,000 per Board or committee meeting attended.
- Annual Equity Award: RSUs valued at $100,000 and stock options valued at $50,000 (granted following election at the annual meeting).
Investor Verification Checklist
- Verify the effective date of Mr. Johnson's board term (December 12, 2017) and expiration (2018 annual meeting).
- Confirm the specific vesting schedules for the initial $50,000 RSU and $25,000 stock option grants, which are not detailed in this summary.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointment.
- Note that this filing does not impact the company's financial statements or operational metrics for the period.