SCIENCE APPLICATIONS INTERNATIONAL (SAIC)
Sector: Industrials
2026 Annual Meeting Analysis
SCIENCE APPLICATIONS INTERNATIONAL · Meeting: June 3, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Appointed April 8, 2026 — less than 24 months of tenure, so he is exempt from the TSR trigger; strong AI and defense technology background is relevant to SAIC's business.
Director since 2022 (approximately 4 years); the 3-year peer-group TSR gap of -18.9pp does not reach the 20pp trigger threshold for companies with negative absolute TSR, so no performance flag applies; strong financial background appropriate for Audit Committee service.
Director since 2019; the 3-year peer-group TSR gap of -18.9pp falls just below the 20pp trigger threshold, so the trigger does not fire; extensive defense acquisition and government technology experience is highly relevant to SAIC.
Director since 2021; the 3-year peer-group TSR gap of -18.9pp does not reach the 20pp trigger threshold; 41 years of accounting and audit experience makes him well-suited as Audit Committee Chair.
Director since 2013 and Independent Chair; the 3-year peer-group TSR gap of -18.9pp does not reach the 20pp trigger threshold for negative absolute TSR; no overboarding issue detected and deep IT/government services experience is directly relevant.
CEO and director since 2023 (approximately 3 years); the 3-year peer-group TSR gap of -18.9pp does not reach the 20pp trigger threshold, so the TSR trigger does not fire; recently elevated to permanent CEO with a clear turnaround mandate and relevant government services financial leadership background.
Appointed April 8, 2026 — less than 24 months of tenure, so he is exempt from the TSR trigger; 37-year career in naval intelligence and cybersecurity is highly relevant to SAIC's national security business.
Director since 2013; the 3-year peer-group TSR gap of -18.9pp does not reach the 20pp trigger threshold; no overboarding issue and 30-year Accenture public-sector consulting background is relevant to SAIC's business.
Director since 2024 (approximately 2 years); tenure is close to the 24-month exemption boundary but the TSR trigger does not fire in any case because the peer-group gap of -18.9pp is below the 20pp threshold; government, military, and financial technology experience is relevant.
Appointed September 15, 2025 — less than 24 months of tenure, so he is exempt from the TSR trigger; government affairs and legal background provides relevant perspective for a defense-focused government contractor.
All ten director nominees receive a FOR vote. SAIC's 3-year stock return is -6.3%, and while this is negative in absolute terms, the company's underperformance versus its disclosed compensation peer group median is -18.9 percentage points, which falls just below the 20-percentage-point threshold required to trigger a No vote for companies with negative absolute TSR. Three newly appointed directors (Eremenko, Rogers, Urban) are exempt from the TSR trigger entirely because they joined within the last 24 months. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Toni Townes-Whitley
Total Comp
$10,241,743
Prior Support
85%%
The CEO compensation figure of $10,241,743 shown in the pre-extracted database reflects the prior CEO Toni Townes-Whitley's fiscal 2025 total compensation, which is within a reasonable range for a CEO of a ~$7.3 billion revenue government IT and defense services company; the prior year Say-on-Pay support of 85% exceeds the 70% threshold that would require a mandatory No vote absent remediation. The pay structure is heavily weighted toward variable compensation — approximately 85% of target pay for the CEO is at-risk through annual bonuses and multi-year stock awards tied to revenue, adjusted EBITDA, cash flow, and relative total shareholder return — satisfying the policy's requirement that at least 50-60% of pay be performance-based. While SAIC's stock has underperformed its peer group over three years, the relative TSR component of the long-term performance stock awards already penalized executives for this underperformance (the fiscal 2024-2026 performance stock awards paid out 0% on the relative TSR metric), demonstrating that the incentive structure is functioning as intended and pay outcomes are tracking shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,003,000
Non-Audit Fees
$296,888
Non-audit fees (tax services of $296,888) represent approximately 5.9% of audit fees ($5,003,000), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of SAIC's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements were identified.
Overall Assessment
SAIC's 2026 annual meeting presents five proposals: the ten director nominees all receive FOR votes because the company's three-year peer-group underperformance of -18.9 percentage points falls just below the 20-point trigger threshold, and three newly appointed directors are exempt from TSR analysis entirely. The Say-on-Pay vote is FOR because the pay structure is heavily performance-weighted, the incentive plan demonstrably penalized executives for relative TSR underperformance, and prior-year support of 85% exceeds the governance floor; Ernst & Young's ratification is also supported given negligible non-audit fees (under 6% of audit fees) and no disclosed restatement or independence concerns.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing