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Science Applications International Corp SAIC

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$7,840,303

+76.6% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

Peer Group
— · 13 → 13 members
13 kept · +0 · −0
Same membership year-over-year.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Toni Townes-WhitleyFormer Chief Executive Officer	ChangedCEO	$10,241,743 2025	$18,082,046 2026	+$7,840,303	+76.6%	-39.4 pp
James C. ReaganInterim Chief Executive Officer	AddedCEO	—	$2,953,483 2026	—	—	—
Srinivas AttiliExecutive Vice President, Civilian Business Group	Changed	$3,596,223 2025	$1,728,353 2026	-$1,867,870	-51.9%	-22.3 pp
Prabu NatarajanChief Financial Officer	Changed	$3,571,071 2025	$3,230,957 2026	-$340,114	-9.5%	-2.6 pp
Hilary L. HagemanExecutive Vice President, General Counsel and Corporate Secretary	Changed	$2,719,967 2025	$2,550,222 2026	-$169,745	-6.2%	-2.4 pp
David C. RayFormer Executive Vice President, Space and Intelligence Business Group	Changed	$2,284,996 2025	$2,435,765 2026	+$150,769	+6.6%	-51.8 pp
James J. JacksonFormer Executive Vice President, Army Business Group	Added	—	$2,635,884 2026	—	—	—
Kathleen T. McCarthyExecutive Vice President, Chief Human Resources Officer	Added	—	$2,898,663 2026	—	—	—

Governance

Policy guardrails

compensation committee
Changed
Human Resources and Compensation Committee → Compensation Committee
“Certification of Fiscal 2024-2026 Performance Stock Units. The Compensation Committee reviewed and approved”
change in control
Unchanged
Not extracted → Not extracted
“Provide “double-trigger” provisions for certain change in control benefits”
clawback
Unchanged
present → present
“Compensation Recoupment Policies”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant”
hedging
Unchanged
prohibited → prohibited
“Prohibition on Hedging or Pledging Company Stock or Purchasing “On Margin””
pledging
Unchanged
prohibited → prohibited
“Prohibition on Hedging or Pledging Company Stock or Purchasing “On Margin””
stock ownership guidelines
Unchanged
present → present
“stock ownership guidelines, we also maintain a stock holding requirements policy, which mandates that executive”

Performance markers

Metric facts

ceo pay ratio
Changed
88 to 1 → 38 to 1
Numeric delta: -50.00
“components in accordance with SEC requirements, and also included the Summary Compensation Table reported amounts for his equity awards. The Summary Compensation Table provides details of the actual compensation Mr. Reag…”
median employee compensation
Changed
$115,783 → $117,981
Numeric delta: +2198.00
“our median employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed abo…”
revenue
Changed
$7.292 → $7.574
Numeric delta: +0.28
“information. Performance measures for fiscal 2026. The financial performance measures for fiscal 2026 were closely aligned with the Company’s strategy for sustained profitable growth and long-term value creation. For fis…”
time equity mix
Changed
132.3% → 66.7%
Numeric delta: -65.60
“combination of PSUs and time-based RSUs (vesting over 3 years) provide an appropriate balance of medium-term and long-”
performance equity mix
Unchanged
Not extracted → Not extracted
“The PSUs are performance-based RSUs that vest and are settled at the end of a three-year performance period.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

50% shingled-prose overlap between the two filings.

2025: 43,228 chars · 2026: 47,550 chars

Committee Report:85% overlap (442 → 459 chars)
Pay Ratio (Item 402(u)):34% overlap (1,539 → 1,902 chars)
Say-on-Pay proposal:63% overlap (4,234 → 3,756 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

186 new105 changed91 removed249 unchanged

changedphilosophy and programs for fiscal 2026. 2025.
changedresponsible for overseeing the compensation programs for our executive officers (current and former), officers,including the officers namedintheexecutive
changednamed in the executive compensation tables in this Proxy Statement (collectively, the "named executive officers" or "NEOs").
changedOur Named Executive Officers for Fiscal 2026 2025
newJames C.
changedReagan Chief ToniTownes-WhitleyChiefExecutive OfficerPrabu NatarajanExecutive Vice President, Chief Financial OfficerSrinivas Attili Executive AttiliExecutiveVice President, Civilian Business GroupHilary L.
changedHagemanExecutive Vice President, General Counsel and Corporate SecretaryKathleen T. SecretaryDavidC.
newMcCarthyExecutive Vice President, Chief Human Resources Officer
newFormer Executive Officers who were Named Executive Officers for Fiscal 2026:
new•Toni Townes-Whitley - Former Chief Executive Officer
new•James J.
newJackson - Former Executive Vice President, Army Business Group
new•David C.
changedRay - Former Executive RayExecutiveVice President, Space and Intelligence Business Group
newExecutive Transition
newMs. Townes-Whitley served as Chief Executive Officer and a member of the Board until her separation from service on October
new23, 2025.
newMs. Townes-Whitley received the standard benefits as described in the section "Executive Compensation—Potential
newPayments upon Termination or a Change in Control" pursuant to the Severance Policy.
newMr. Reagan, who was already a member of the Board, was appointed as interim Chief Executive Officer, effective as of October
new23, 2025, and transitioned to permanent CEO on February 17, 2026.
newPreviously, he served as an independent director and
newmember of the audit and compensation committees.
newHis selection as permanent CEO followed an extensive search process and
newwas unanimously approved by the Board.
newAs interim CEO, Mr. Reagan received annual compensation outlined in the "Executive
newCompensation" section.
newAs permanent CEO, he receives annual compensation comparable to compensation paid to prior CEOs
newand aligned with competitive pay levels observed among the Company's market peers.
newAs an employee director, he does not
newserve on any Board committees or receive additional compensation for his Board service.
newAs a result of the business group consolidation and reorganization, Mr. Jackson, who served as EVP, Army Business Group, and
newMr. Ray, who served as EVP, Space and Intelligence Business Group, until November 13, 2025 served as non-executive
newemployees of the company until their separation from service effective January 30, 2026.
newThey received the standard benefits as
newdescribed in the section "Executive Compensation—Potential Payments upon Termination or a Change in Control" pursuant to
newthe Severance Policy.
changed44 | Science Applications International Corporation | 2026 2025Proxy Statement
changedExecutive Summary44Other Summary42OtherBenefitsProvidedinFiscal202552Fiscal2025BusinessHighlights42OtherPolicies and Considerations55Fiscal 2026 Business Highlights44Assessment Considerations52CompensationPhilosophyandPayMix43Assessmentof Risks in our Compensation Programs55Compensation Philosophy and Pay Mix45Equity Programs52ProgramDesignOverview44EquityAward Grant Practices55Program Design Overview46Stock Practices53GovernanceofOurCompensationPrograms44StockOwnership Guidelines and Stock Holding Requirements55Governance Requirements53Resultsof Our Compensation Programs47Prohibition 2024StockholderAdvisoryVote45Prohibitionon Hedging or Pledging Company Stock or Purchasing “On Margin”56Results of 2025 Stockholder Advisory Vote47“Clawback” or Compensation Recoupment Policies56Principal Margin”53PrincipalElements and Objectives of Our Compensation Program48Post-Employment Benefits56Committee Program46“Clawback”orCompensationRecoupmentPolicies54CommitteeProcess for Determining Compensation49Executive Compensation47Post-EmploymentBenefits54ComponentsofFiscal2025CompensationPrograms48ExecutiveSeverance and Change in Control Policy57Components of Fiscal 2026 Compensation Programs50Other Benefits Provided in Fiscal 202654 Policy54
newExecutive Summary
newFiscal 2026 Business Highlights
newIn fiscal year 2026, we delivered solid financial performance in a challenging market environment.
newWhile revenue declined due to
newsofter demand and several recompete losses, profitability and cash generation remained strong, supported by disciplined
newexecution and the unwavering dedication of our workforce, who continued to advance higher‑value mission and engineering work
newfor our customers.
newThroughout the year, we advanced our strategic priorities, strengthened operational discipline, and made progress aligning our
newportfolio with areas where we have the greatest right to win.
newWe secured several noteworthy program awards while navigating
newpressure in our large enterprise IT portfolio.
newOur book‑to‑bill trending back above 1.0x and a positive budget environment support
newour expectation of returning to growth.
newMeanwhile, robust free cash flow reflected strong program execution and demonstrated
newthe resilience of our business.
new(1)Non-GAAP financial measure; see the Appendix to Proxy Statement for a reconciliation of such measure against the most directly
newcomparable GAAP financial measure.
newFull‑year adjusted EBITDA(1) increased to 9.7% of revenues, up from 9.5% in the prior year, reflecting cost efficiencies and solid program performance.
newOperating cash flow and free cash flow(1) were again strong at $609 million and $577 million, respectively, enabling continued shareholder returns while supporting strategic investments, such as our SilverEdge acquisition.
newOur enterprise transformation and business development initiatives position us well as we enter fiscal year 2027 with a focus on improving growth, enhancing margins, and supporting our customers’ most critical missions.
newWe attribute our stock’s relative underperformance to recent revenue declines driven by poor recompete results in certain portions of our portfolio.
newGoing forward, we will tighten our bidding criteria in these parts of the market.
newAt the same time, we are increasing investment in areas of the business that are performing at or above industry standards.
newWe expect this refined allocation of resources and renewed focus to support long‑term value creation.
newOur compensation programs, particularly the use of a relative TSR metric in our long‑term incentive awards, reinforces management accountability and ensures continued alignment with shareholders over multi‑year performance periods.Total Shareholder Return ("TSR") as of January 30, 2026Compensation Philosophy and Pay MixThe Company maintains a strong “pay-for-performance” compensation philosophy focused on attracting and retaining high quality executive talent and rewarding our executive officers primarily through variable compensation.
changedFixed compensation (i.e., base salary) is set at appropriate levels to avoid competitive disadvantage and comprises the smallest portion of overall compensation.
changedWe believe that this philosophy serves to both encourage and recognize performance excellence and helps drive stockholder value while facilitating a sustainable fixed-cost structure.
newThe charts below depict approximate percentages for each element of target total direct compensation during fiscal 2026 and demonstrate how compensation is significantly weighted towards variable at-risk compensation (short-term cash incentives, performance stock units ("PSUs"), and restricted stock units ("RSUs")).
newFor the CEO pay mix chart, the following percentages represent the compensation of our former CEO, Ms. Townes-Whitley, during her employment until her separation from service effective October 23, 2025, and our current CEO, Mr. Reagan, during his service as Interim Chief Executive Officer beginning October 23, 2025.
newFor the Other NEOs pay mix chart, the following percentages represent compensation for the former and current NEOs.
newThe details of CEO and Other NEOs compensation are provided in the "Executive Compensation" section of this Proxy Statement.
changed46 | Science Applications International Corporation | 2026 2025Proxy Statement
changedTotal target direct compensation for NEOs is benchmarked against median levels of compensation of comparable positions in publicly
changedpublicly traded companies of our size and in our industry.
changedwhile a more meaningful portion is allocated to annual cash incentive awards that focus executives on near-term annualobjectives
changedFor fiscal 2026, 2025,we maintained the short-term andlong-termperformance metrics used over the past several fiscal years.
newThe short-term
changedincentive short-termplan combines revenue, adjusted EBITDA dollars, EBITDA,and adjusted operating cash flow performance with an individual
newleadership score multiplier.
newFor the long-term PSU metrics for fiscal 2026, we replaced cumulative adjusted operating cash flow
newwith cumulative free cash flow to better align with our long-term business strategy and shareholder focus.

Removed from 2025

saic.com | 41
Executive SummaryFiscal 2025 Business HighlightsIn fiscal year 2025, we achieved robust financial performance, marked by solid revenue growth, strong profitability, and significant cash generation.
We progressed on our strategic pivots while maintaining solid business performance, thanks to the unwavering dedication of our workforce.
Progress towards our objectives was fueled by the execution of crucial business initiatives, including refining our business strategy to prioritize growth while advancing the power of technology and innovation to serve and protect our world.Throughout fiscal 2025, we effectively executed our strategy, delivering excellence to our customers and generating value for our shareholders.
Our ability to secure solid bookings, maintain a steady book-to-bill ratio, generate solid cash flow, and achieve organic growth highlights our fortitude in a challenging business environment, positioning us well for continued growth in fiscal year 2026.(1)Non-GAAP financial measure; see the Appendix to Proxy Statement for a reconciliation of such measure against the most directly comparable GAAP financial measure.
(2)Excludes the impact from sale of receivables ($41 million) under the Master Accounts Receivable Purchase Agreement.
We stand committed to profitable growth and long-term value creation.
Full year adjusted EBITDA increased to 9.5% of revenues, compared to 9.0% in the prior fiscal year.
The increase was primarily due to improved profitability across our contract portfolio, lower incentive-based compensation expense, and lower stock-based compensation related to the restructuring and executive transition.Full year operating cash flow was $535 million after excluding sale of receivables.
Cash flow generation is key to our shareholder value proposition and allowed us to deliver $75 million in annual dividend payments and to repurchase $527 million in shares of our common stock during fiscal 2025.
Total Shareholder Return ("TSR")
as of January 31, 2025
TSR for fiscal 2025 was (15%), below a broader market index and a comparable technology index fund.
Over a prior three-year
period, the Company's TSR outperformed the same broader market index and ranked below the comparable technology index.
Compensation Philosophy and Pay Mix
The Company maintains a strong “pay-for-performance” compensation philosophy focused on attracting and retaining high
quality executive talent and rewarding our executive officers primarily through variable compensation.
Fixed compensation (i.e.,
stockholder value while facilitating a sustainable fixed-cost structure.
The charts below depict approximate percentages for each element of target total direct compensation and demonstrate how
compensation is significantly weighted towards variable at-risk compensation (short-term cash incentives, performance stock
units ("PSUs"), and restricted stock units ("RSUs")).
The details of all NEO compensation are provided in the "Executive
Compensation" section of this Proxy Statement.
leadership multiplier score.
performance period.
The PSUs granted to our executive officers in fiscal 2025 are directly related to the achievement of
cumulative adjusted EBITDA, cumulative adjusted operating cash flow, and relative total shareholder return ("rTSR") over a
three-year period commencing in fiscal 2025.
appropriate balance of medium-term and long-term incentives.
score with a range of 0.5 to 1.2 to the calculated annual incentive awards of the Chief Executive Officer and each other NEOs,
PSUs granted for the fiscal 2023 through
2025 performance period were earned at 134.2% of target, as discussed in greater detail on page 51.
Results of 2024 Stockholder Advisory Vote Based on our stockholder advisory vote at our 2024 annual meeting of stockholders, commonly referred to as a "Say-on-Pay" vote, our stockholders approved the compensation of our NEOs, with approximately 97% of stockholder votes cast in favor of our 2024 Say-on-Pay resolution.
The Committee, which is composed exclusively of independent directors, views this level of support for our executive compensation programs as indicative of broad stockholder agreement with the pay for performance philosophy on which our executive compensation programs are premised.We welcome feedback from stockholders regarding our executive compensation programs, which are described in more detail below.
The Independent Chair
and Compensation Committee in the fall 2023 committee meeting and consisted of the following 13 companies.
One prior peer,
ManTech International Corp. was acquired and removed from the peer group and ICF International was added to the peer group
due to its industry fit and to provide balance to the group.
The Committee considers survey data along with the compensation peer group data when evaluating appropriate levels of
direct compensation.
consultant’s analysis of pay levels among the compensation peer group and survey data, which indicated that base salaries for
our NEOs were generally competitive relative to the peer group and to survey data for all executive officers.
NameFiscal 2025 Base Salary Percentage Increase from Fiscal 2024 Base SalaryToni Townes-Whitley$1,200,0000.0%Prabu Natarajan$720,0002.9%Srinivas Attili(1)$550,000--Hilary L.
Hageman$575,0004.5%David C.
Ray$425,0000.8%
Annual Cash Incentive Awards
Further, the
operating cash flow, which directly align to our overall strategy and shareholder value creation with equal weightings of 33.3%.
The financial performance measures, their relative
weightings, the threshold, target and maximum achievement levels and actual performance for our short-term incentive program
for fiscal 2025, as approved by the Committee, is reflected in the table below.
For fiscal 2025, the results reflect our organic
revenue growth of 3.1% and improvement in adjusted EBITDA margins of 50 basis points.
Financial Measures(1)WeightThresholdTargetMaximumActual(1)% of Target AchievedPayout %Revenue33.3%$7.292B $7.542B $7.763B $7.479B99.2%87.4%Adjusted EBITDA33.3%$682M $700M $722M $705M100.7%122.7%Adjusted Operating Cash Flow33.3%$510M $525M $540M $538M102.5%186.7%STI Award Payout Percentage132.3%
The score range for the NEOs was expanded in fiscal
NEOs based on applicable market data.
In determining the payout level amount, the Committee applied the STI award payout
percentage (132.3% in fiscal 2025 as calculated in the table above) to the target cash incentive amount and further applied
leadership factors ranging from 0.8 to 1.2 based upon an assessment of each executive's relative performance during the year
up to the maximum payout of 200% of target.
salary and award amounts earned in fiscal 2025 were as follows:
NameBase SalarySTI Target as % of Base SalaryFinancial ScoreCash Incentive Amount PaidToni Townes-Whitley$1,200,000150%132.3%$2,619,540Prabu Natarajan$720,000100%132.3%$1,143,072Srinivas Attili(1)$550,00080%132.3%$480,249Hilary L.
Hageman$575,000100%132.3%$836,798David C.
Ray$425,00080%132.3%$359,856
(1)Mr. Attili's short term incentive was prorated based on number of months worked in fiscal 2025.
Mr. Ray
received a one-time special RSU grant on September 13, 2024, with a grant date value of $1,000,000, that will vest in full on
January 29, 2027.
Certification of fiscal 2023-2025 PSUs.
established targets for the fiscal 2023-2025 plan.
Payout amounts for fiscal 2023-2025 performance stock units were as follows:
Performance Measures Performance PeriodWeightThreshold 50%Target 100%Maximum 200%Actual(1)% of Target AchievedPayout % Cumulative Adjusted EBITDAFY23-25 33%$1.755B$2.065B$2.375B $2.060B 99.8%99.2%Cumulative Adjusted Operating Cash FlowFY23-2533%$1.390B$1.737B$2.084B $1.865B107.4%136.9%Performance MeasuresPerformance PeriodWeightThreshold 0%Target 100%Maximum 200%Actual(1)% of Target AchievedPayout %Relative Shareholder ReturnFY23-2533%25.0%50.0%75.0%66.7%133.3%166.7%Share Payout Percentage134.2%
Attili and Mr. Ray.
Matching contribution amounts for Mr. Attili was $13,637 and Mr. Ray does not contribute to the SAIC
Retirement Plan.
Messrs Natarajan and Ray have satisfied their ownership goals.
Ms. Hageman is expected to satisfy her

More changes truncated for legibility. Open the filings on SEC for full prose.

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