Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 9, 2023, Science Applications International Corporation (the
"Company") announced that James C. Reagan was appointed as a member of the Board
of Directors of the Company (the "Board") for an initial term beginning on
January 9, 2023 (the "Effective Date") and expiring at the Company's 2023 annual
meeting of stockholders (the "2023 Annual Meeting"). In connection with the
appointment of Mr. Reagan to the Board, the Company increased the size of the
Board from twelve to thirteen members. As of the Effective Date, Mr. Reagan will
become a member of the Audit and the Human Resources and Compensation Committees
of the Board.
Mr. Reagan has an extensive background as a senior finance executive with both
private and publicly held companies in the defense and government services
industries. Most recently, Mr. Reagan served as Executive Vice President and
Chief Financial Officer of Leidos Holdings, Inc. (NYSE: LDOS) from July 2015
until his retirement in July 2021.
In connection with his service on the Board, Mr. Reagan will be entitled to
receive the standard annual cash and equity compensation paid to all
non-employee directors of the Company, pro-rated until the 2023 Annual Meeting,
and to participate in the Company's Deferred Compensation Plan, which allows
directors to defer 100% of the cash retainer and meeting fees they receive in
connection with their service as a member of the Board.
There are no arrangements or understandings between Mr. Reagan and any other
persons pursuant to which Mr. Reagan was selected as a director of the Company.
There are no relationships or related transactions between Mr. Reagan or any
member of his immediate family and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
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