New SAIC (NASDAQ: SAIC) directors join board, audit and tech panels
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Science Applications International Corporation filed an amended report to correct biographical information for new director Paul Eremenko. The filing reiterates that Eremenko and Admiral Michael Rogers joined the Board on April 8, 2026 for a term ending at the 2026 annual meeting.
The Board size increased from eleven to thirteen members, with both new directors joining the Audit Committee and the Technology Committee. They will receive the standard pro-rated cash and equity compensation for non-employee directors and may participate in the Company’s Deferred Compensation Plan. The filing states there are no related-party arrangements or transactions requiring disclosure.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board size before appointments: 11 directors
Board size after appointments: 13 directors
Initial board term end: 2026 annual meeting
+2 more
5 metrics
Board size before appointments
11 directors
Board size before adding Paul Eremenko and Admiral Michael Rogers
Board size after appointments
13 directors
Board size after adding two new directors
Initial board term end
2026 annual meeting
Initial term for Eremenko and Rogers expires at 2026 annual meeting
Service period at U.S. Cyber Command/NSA
2014–2018
Admiral Rogers served as Director of NSA and Commander of U.S. Cyber Command
Universal Hydrogen CEO tenure
2020 to 2024
Period when Paul Eremenko served as CEO of Universal Hydrogen Co.
Key Terms
Audit Committee, Technology Committee, Deferred Compensation Plan, Regulation S-K, +1 more
5 terms
Audit Committee financial
"As of the Effective Date, Mr. Eremenko and Adm. Rogers will each become members of both the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Technology Committee financial
"will each become members of both the Audit Committee and the Technology Committee of the Board"
A technology committee is a group of board members or senior managers who oversee a company’s technology strategy, major IT investments, and related risks—like a project steering team that sets priorities and checks progress. For investors, this matters because the committee influences how effectively a company uses technology to compete, control costs, protect data, and scale operations; strong oversight can reduce the chance of costly failures or missed opportunities.
Deferred Compensation Plan financial
"and to participate in the Company’s Deferred Compensation Plan, which allows directors to defer 100%"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Regulation S-K regulatory
"transactions between Mr. Eremenko, Adm. Rogers or any members of their immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What change does SAIC’s April 2026 8-K/A filing disclose?
The amended filing mainly corrects biographical information for new director Paul Eremenko. It also restates that he and Admiral Michael Rogers joined SAIC’s Board in April 2026, expanding it from eleven to thirteen members and assigning them to the Audit and Technology Committees.
Who are the new SAIC (SAIC) board members and when did they join?
SAIC added Paul Eremenko and Admiral Michael Rogers as directors with an initial term starting April 8, 2026. Their service runs until the 2026 annual meeting of stockholders, and both immediately joined the company’s Audit Committee and Technology Committee upon effectiveness.
How did SAIC’s board size change with these appointments?
With the appointments of Paul Eremenko and Admiral Michael Rogers, SAIC increased its Board of Directors from eleven to thirteen members. This expansion reflects the addition of both directors while keeping all existing directors in place through the upcoming 2026 annual meeting of stockholders.
What committees will SAIC’s new directors Eremenko and Rogers serve on?
Both Paul Eremenko and Admiral Michael Rogers will serve on SAIC’s Audit Committee and Technology Committee. These assignments place them directly into financial oversight and technology-focused governance roles, leveraging their backgrounds in advanced engineering, cybersecurity, intelligence, and innovation leadership across government and industry.
How will SAIC compensate its new non-employee directors?
SAIC will provide Paul Eremenko and Admiral Michael Rogers the standard annual cash and equity compensation paid to all non-employee directors, pro-rated until the 2026 annual meeting. They may also use the Deferred Compensation Plan to defer up to 100% of their cash retainers and meeting fees.