📜 What This Document Is 🗳️

This document is a Proxy Statement (Form DEF 14A). Think of it as the instruction manual for the Science Applications International Corporation (SAIC) Annual Meeting of Stockholders. 📜✨ It’s not an earnings report; instead, it tells shareholders exactly what topics will be voted on, who the key decision-makers are, and what the company’s leadership believes its strategy should be for the future.

👉 Why it matters: Your vote on this document can determine the company’s leadership (the Board of Directors) and its management priorities. It provides a comprehensive look into SAIC's governance structure and long-term plan.

🏢 What The Company Does 🛠️

SAIC is a major Fortune 500 company that specializes in acting as a "mission integrator." In simple terms, they help protect and improve critical national infrastructure by combining advanced technology and professional services. 🌍 They work across multiple sectors, including defense, space, civilian, and intelligence markets.

• What they do: SAIC provides high-end solutions in mission IT, enterprise IT, engineering services, and professional services. They rapidly integrate emerging technology into critical national operations.
• Scale: The company is quite large, reporting annual revenues of approximately $7.3 billion and employing roughly 23,000 people.
• Headquarters: They are headquartered in Reston, Virginia.

✍️ The Letter to Our Shareholders 📈

The CEO’s letter is the most critical part of the statement, offering insight into the company's recent performance and future direction. 💡 The CEO acknowledged that the fiscal year 2026 was challenging due to "Government shutdowns, efficiency measures, and customer workforce impacts," which led to revenue contraction.

• Financial Performance:
  • Revenue: Revenue contracted by 3% to $7.3 billion.
  • Earnings: Despite the revenue dip, they delivered an 18% increase in adjusted diluted earnings per share, showing strong profit efficiency.
  • Cash Flow: Free cash flow was $577 million, a 16% increase from the prior year.
  • Shareholder Returns: The company returned $492 million to shareholders, which consisted of $422 million in share repurchases and $70 million in dividends.
• Strategic Actions: SAIC is focusing on streamlining its business units and improving its offerings by:
  • Acquiring SilverEdge Government Solutions to boost capabilities in digital transformation and generative AI.
  • Investing in a Chief Growth Officer to strengthen their technology-enabled solutions.

🔮 SAIC's Future Focus for Fiscal Year 2027 🧭

SAIC is signaling a clear shift toward a more focused and agile operational model. Management believes the path forward relies on intense execution and targeted growth.

• Deployment Focus: They plan to deploy resources more efficiently to drive growth and increase the capacity for investment in the business.
• Strategy Priorities: SAIC will sharpen execution excellence, focusing on opportunities where they have a high chance of success ("greater right to win") and high customer retention.
• Methodology: They are launching a "bottoms-up enterprise review" to enhance their speed, efficiency, and capacity for future investment.

📋 Governance and Committee Structure 🏛️

The board's structure and policies are designed to ensure accountability and effective risk management. The board revealed a significant organizational change to enhance its oversight function.

• Risk Oversight Restructure: The Board determined that the Risk Oversight Committee’s focus was increasingly on new technologies (like AI and cybersecurity).
  • Change: They dissolved the existing Risk Oversight Committee, effective March 26, 2025.
  • Creation: They established a new Technology Committee (chaired by Yvette M. Kanouff) to specifically oversee the company’s technology strategy, evaluate new tech (like AI), and monitor cybersecurity measures.
  • Scope: The Nominating and Corporate Governance Committee absorbed the other risk and compliance tasks, such as reviewing the company's ethics and compliance programs.
• Key Governance Policies: The Board highlighted several policies to guide ethical conduct and board operations:
  • Proxy Access: This policy allows eligible shareholders to nominate director candidates for the annual meeting.
  • Code of Conduct: All employees and directors must follow this code, which promotes ethical behavior and fair dealings.
  • Director Independence: The Board is committed to having a majority of independent directors to ensure objective decision-making.

🧑‍⚖️ Board of Directors Candidates and Expertise 🎖️

The board is recommending ten directors to serve one-year terms, maintaining strong representation across finance, defense, technology, and government affairs. 🧑‍💼 The Board evaluated nominees to ensure they have complementary skills for the company's strategic direction.

• Technology & AI Expertise: Candidates like Paul Eremenko (CEO and Co-Founder of P-1 AI) and Admiral Michael S. Rogers (USN Ret.) bring deep, hands-on experience in advanced technology, AI, and military operations, which aligns with SAIC's current focus.
• Finance & Consulting Strength: Carolyn B. Handlon offers over 35 years of financial leadership experience (including time at Marriott International, Inc.), while Milford W. McGuirt provides decades of public accounting and auditing expertise (from his time at KPMG, LLP).
• Government & Defense Acumen: Katharina G. McFarland brings substantial experience in U.S. Department of Defense acquisition, program management, and intelligence. John K. Tien, Jr. served as the Deputy Secretary of the U.S. Department of Homeland Security.

💵 Shareholder Proposals and Key Votes 🗳️

Shareholders are asked to vote on five main proposals, each relating to the company's governance and structure.

• Proposal 1: Election of Ten Directors: The Board unanimously recommends voting FOR all ten nominees.
• Proposal 2: Say-on-Pay Vote: This is a non-binding, advisory vote to approve the compensation of named executive officers.
• Proposal 3: Say-on-Pay Frequency: Shareholders vote on making the Say-on-Pay vote happen every ONE YEAR.
• Proposal 4: Equity Incentive Plan: Approval is requested to amend the 2023 Equity Incentive Plan to increase the total number of authorized shares.
• Proposal 5: Auditor Ratification: Shareholders are asked to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 29, 2027.

📅 Meeting Logistics and Voting Instructions 📧

This section provides the concrete details for stockholders wanting to participate in the annual meeting.

• Meeting Date & Time: The Annual Meeting of Stockholders is set for Wednesday, June 3, 2026, at 9:00 a.m. (ET).
• Location: The meeting will be held virtually at www.virtualshareholdermeeting.com/SAIC2026.
• Record Date: The record date for determining who is entitled to vote is April 6, 2026.
• Voting Methods: Stockholders can vote using the internet (www.proxyvote.com), by mail, by phone (1-800-690-6903), or in person at the virtual meeting.
• Voting Deadline: The deadline for submitting proxies is 11:59 p.m. (ET) on June 2, 2026 (for shares not held in the SAIC Retirement Plan).

🎓 The Analogy 🚢

Voting on a Proxy Statement is like giving a ship's captain the operational blueprints for the next voyage. The letter shows where the ship was damaged (revenue contraction), the board votes decide who gets to guide the ship (directors), and the proposals determine what fuel and tools are authorized (cash, shares, etc.) for the journey ahead.

🧩 Final Takeaway 🔑

SAIC is aggressively restructuring itself to increase efficiency and capitalize on high-growth tech areas like AI. Management is asking shareholders to approve fundamental governance changes and investments to achieve a faster, more focused operational structure for 2027.