UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 24, 2025, Science Applications International Corporation (the “Company”) announced that David Urban was appointed as a member of the Board of Directors of the Company (the “Board”) for an initial term beginning on September 15, 2025 (the “Effective Date”) and expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). In connection with the appointment of Mr. Urban to the Board, the Company increased the size of the Board from eleven to twelve members. As of the Effective Date, Mr. Urban will become a member of the Audit Committee of the Board.
Mr. Urban has extensive leadership experience across legal, business, military, political and public service roles, including his current position as Managing Director at BGR Group, a leading bipartisan lobbying and public relations firm, since April 2022. He also serves as Of Counsel for Torridon Law PLLC since June 2024 and is currently a senior political contributor for CNN. Mr. Urban previously served as Executive Vice President, North American Corporate Affairs at ByteDance, the parent company of TikTok, a social media platform, from July 2020 to January 2022, and President of the American Continental Group, a leading bipartisan government affairs and strategic consulting firm, from January 2002 to July 2022. Prior to his corporate positions, Mr. Urban served as Chief of Staff to former U.S. Senator Arlen Specter of Pennsylvania for five years. In addition, Mr. Urban served in the United States Army’s 101 Airborne Division and is a graduate of the United States Military Academy at West Point. He possesses a master’s degree in Public Administration from the University of Pennsylvania as well as a Juris Doctor degree from Temple University. Mr. Urban currently serves on the Board of Directors for Virtu Financial Inc. (NYSE: VIRT), a financial services company, and Eos Energy Enterprises, Inc. (Nasdaq: EOSE), an energy company, as well as various other private technology focused companies.
In connection with his service on the Board, Mr. Urban 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 2026 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. Urban and any other persons pursuant to which Mr. Urban was selected as a director of the Company. There are no relationships or related transactions between Mr. Urban 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | ||||||
| Date: July 24, 2025 | By: | /s/ Hilary L. Hageman | ||||
| Hilary L. Hageman | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
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