UNITED STATES
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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 November 18, 2024, Science Applications International Corporation (the “Company”) announced that John K. Tien, Jr. was appointed as a member of the Board of Directors of the Company (the “Board”) for an initial term beginning on December 2, 2024 (the “Effective Date”) and expiring at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). In connection with the appointment of Mr. Tien to the Board, the Company increased the size of the Board from eleven to twelve members. As of the Effective Date, Mr. Tien will become a member of the Nominating and Corporate Governance Committee of the Board.
Mr. Tien has extensive leadership experience in the private sector, U.S. Federal Government, U.S. military, and the non-profit sector. He previously served as the Senate confirmed Deputy Secretary of the U.S. Department of Homeland Security in the Biden Administration from June 2021 to July 2023. From 2011 to 2021, Mr. Tien was a senior executive in Citigroup, leading teams as a managing director and in various chief operating officer roles. He also served in three other presidential Administrations as an active-duty U.S. Army officer. Mr. Tien holds a Bachelor of Science in Civil Engineering from the United States Military Academy at West Point, a Master of Arts from Oxford University where he was a Rhodes Scholar, and he was a National Security Fellow at the Harvard Kennedy School.
In connection with his service on the Board, Mr. Tien 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 2025 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. Tien and any other persons pursuant to which Mr. Tien was selected as a director of the Company. There are no relationships or related transactions between Mr. Tien 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: November 18, 2024 | By: | /s/ Hilary L. Hageman | ||||
| Hilary L. Hageman | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
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