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.


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses