Science Applications International (SAIC) Proxy Filing summary

Executive summary

• Implemented a multi-year growth strategy in fiscal 2025, focusing on integrating emerging technologies in defense, space, civilian, and intelligence markets, resulting in $7.48B in revenue and 3.1% organic growth.

• Returned $602M to shareholders through $527M in share repurchases and $75M in dividends, with adjusted diluted EPS up 16% to $9.13 compared to the prior year.

• Fiscal 2025 saw investments in AI, cloud, data, and cyber capabilities, and strategic partnerships with commercial tech providers.

• Employee engagement and culture initiatives led to the highest culture survey score in five years, exceeding the national benchmark by 6%.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors, a non-binding advisory vote on executive compensation (Say-on-Pay), and ratification of Ernst & Young LLP as the independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Virtual annual meeting scheduled for June 4, 2025.

Board of directors and corporate governance

• Ten of eleven directors are independent; the board is led by an independent, non-executive chair.

• Annual board elections with majority voting standard; mandatory retirement ages set for directors.

• Board committees include Audit, Human Resources and Compensation, Technology, and Nominating and Corporate Governance.

• Board reallocated risk oversight responsibilities in March 2025, dissolving the Risk Oversight Committee and creating a Technology Committee.

• Proxy access allows eligible shareholders to nominate directors.