Independent
Tenure on this board
0.1 yrs
Also a director at
Eve Holding Inc (EVEX)
10 nominees · 5 ballot items.
Five proposals: (1) Elect ten directors; (2) Non-binding, advisory approval of named executive officer compensation (Say-on-Pay); (3) Non-binding, advisory vote on the frequency of future Say-on-Pay votes (one, two, or three years); (4) Approve an amendment to the 2023 Equity Incentive Plan to increase authorized shares by 1,088,000; (5) Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027.
Elect ten directors to hold one-year terms until their successors are elected and qualified.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement (Say-on-Pay).
This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s disclosure and design of compensation for its named executive officers (NEOs) — commonly known as a Say-on-Pay vote. Management seeks this vote to obtain stockholder feedback on its pay framework, which it describes as a pay-for-performance program tying a substantial portion of executive pay to short-term and long-term financial metrics (annual STI tied to revenue, adjusted EBITDA and adjusted operating cash flow; PSUs tied to cumulative adjusted EBITDA, cumulative adjusted free cash flow and relative TSR; and time-based RSUs). The Board and its Human Resources and Compensation Committee emphasize governance features including clawback policies, stock ownership and holding requirements, independent consultant review, and caps on award payouts to mitigate excessive risk-taking. The filing highlights recent changes (e.g., moving to cumulative free cash flow in PSUs) and discloses historic shareholder support levels (average ~94% over five years, approximately 85% in 2025), noting that the committee engaged in targeted outreach after the lower 2025 support. The vote is advisory and non-binding, but the committee states it will consider the results when making future compensation decisions and designing programs. Management argues that annual Say-on-Pay feedback is valuable because compensation decisions and disclosures are made annually and an annual vote provides more immediate feedback. Opposing views are not presented in the filing because this is a management proposal; however, the filing acknowledges stockholder input historically and the committee’s willingness to respond. For shareholders evaluating the proposal, the material provides detailed disclosures on pay philosophy, peer benchmarking, performance metrics, incentive design, severance/change-in-control provisions, and risk-mitigation practices that bear on whether the compensation program aligns with long-term shareholder value.
A non-binding, advisory vote to determine whether future advisory votes on executive compensation should occur every one, two, or three years (Board recommends one year).
This management proposal asks shareholders to state, on a non-binding advisory basis, whether they prefer Say-on-Pay votes to be held every one, two, or three years. Management (the Board) recommends an annual vote, arguing that compensation decisions and disclosures are made annually and that yearly advisory votes offer more timely and direct feedback to the Human Resources and Compensation Committee. The filing notes the company has conducted annual Say-on-Pay votes since stockholders requested annual votes in 2020 and that maintaining annual votes provides opportunities for more immediate stockholder input on annual pay decisions. Because the vote is advisory, it does not change the company’s compensation programs directly, but the committee will consider shareholders’ expressed preferences when setting policy. The Board acknowledges that a multi-year schedule might provide more time to implement substantive changes in response to feedback, but emphasizes the trade-off that an annual schedule allows more frequent engagement and signal. For an institutional investor, the practical implication is that selecting "ONE YEAR" keeps the company subject to annual feedback cycles and quicker responsiveness; selecting a multi-year option could reduce administrative frequency but delay formal investor guidance. The company indicates it may vary practice in the future based on stockholder input or material changes to compensation programs, meaning the outcome is advisory and will be interpreted alongside ongoing engagement.
Approve Amendment No. 2 to the 2023 Equity Incentive Plan to increase the share reserve by 1,088,000 shares to permit additional equity awards for employees and directors.
This proposal requests shareholder approval to amend the company’s 2023 Equity Incentive Plan to add 1,088,000 additional shares to the plan’s reserve to support future equity grants. Management says the requested increase is intended to ensure the company can continue to grant long-term equity incentives that align employee interests with shareholders and remain competitive in hiring and retention. The filing provides context on plan history, describing the 2023 Plan’s adoption in June 2023 and the conversion of certain prior plan shares; it discloses the company’s recent three-year average burn rate (1.22% for FY24–26) and an annual grant history, and explains the methodology used to estimate future needs (headcount, share price, forfeitures). Management emphasizes Plan governance features intended to limit dilution and misuse: no evergreen replenishment, one-year minimum vesting (with limited exceptions), non-repricing without stockholder approval, limits on non-employee director awards, dividend-equivalent restrictions, and clawback provisions. The Board argues that this controlled increase balances the company’s need for equity-based pay to drive long-term value with shareholder protections against undue dilution, and it notes that if stockholders do not approve the amendment, the current share reserve will remain in effect and the Committee will manage grants within that existing pool. For an informed investor, the decision weighs (a) projected dilution and plan usage against (b) the competitive necessity of equity compensation to recruit and retain talent and align pay with performance as detailed elsewhere in the proxy, and should consider the company’s disclosed burn-rate, outstanding awards, and plan safeguards.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as SAIC’s independent registered public accounting firm for the fiscal year ending January 29, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.30% | 2,736,995 | $260M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 6.22% | 2,700,017 | $256M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.48% | 2,377,637 | $226M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 4.92% | 2,136,076 | $203M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.65% | 2,020,470 | $192M |
| 6 | LSV ASSET MANAGEMENT | 3.63% | 1,576,273 | $150M |
| 7 | FIRST TRUST ADVISORS LP | 3.45% | 1,497,019 | $142M |
| 8 | STATE STREET CORP | 3.30% | 1,434,934 | $136M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.26% | 1,413,711 | $134M |
| 10 | BlackRock, Inc. | 3.08% | 1,335,801 | $127M |
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