| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of James C. Reagan as Interim Chief Executive Officer
On October 23, 2025, Science Applications International Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed James (“Jim”) C. Reagan as Interim Chief Executive Officer of the Company, effective October 23, 2025 (the “Effective Date”). Mr. Reagan has extensive background, knowledge and understanding of the sector as a senior finance executive with nearly two decades of experience in both private and publicly held companies in the defense and government services industries. Most recently, Mr. Reagan served as Executive Vice President and Chief Financial Officer of Leidos Holdings, Inc. (NYSE: LDOS) from July 2015 until July 2021. Prior to joining Leidos, Mr. Reagan served as Chief Financial Officer for several organizations including Vencore, Inc., a defense contractor serving the Intelligence Community and Department of Defense, and at PAE, Inc., a defense and government services engineering contractor. Mr. Reagan was also Chief Financial Officer of Aspect Communications and held several senior roles at MCI Telecommunications, Nextel and AMS. Mr. Reagan has served as a member of the Board since January 2023.
In connection with his appointment as Interim Chief Executive Officer of the Company, Mr. Reagan’s annual compensation will be as follows: (i) an annual base salary of $1,200,000 effective, as of October 23, 2025, (ii) a short-term incentive cash bonus target equal to 150% of his annual base salary, and (iii) $2,000,000 of long-term incentive awards in the form of restricted stock units under the Company’s equity compensation plan. Mr. Reagan will be eligible to participate in the Company’s deferred compensation plan. If Mr. Reagan is terminated without cause while he is serving as Interim Chief Executive Officer, he will receive specified termination benefits pursuant to his offer letter. There are no family relationships between Mr. Reagan and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. There are no transactions between Mr. Reagan or any member of his immediate family and the Company that require disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Reagan ceased to be a member of the Board’s Audit Committee and Human Resources and Compensation Committee, as of the Effective Date.
Departure of Toni Townes-Whitley as Chief Executive Officer
In connection with Mr. Reagan’s appointment described above, on October 23, 2025, the Company announced that Toni Townes-Whitley will step down from her role as Chief Executive Officer and as a member of the Board, effective as of the Effective Date. The Board has initiated a process to identify the Company’s next Chief Executive Officer and is retaining a leading executive search firm to assist in the search process. Ms. Townes-Whitley separated from the Company without cause, which entitles her to specified benefits pursuant to the Company’s Executive Severance, Change in Control and Retirement Policy, in exchange for the execution and non-revocation of a release of claims against the Company and a two-year post-employment non-compete obligation.
In connection with the resignation of Ms. Townes-Whitley from the Board, the Company decreased the size of the Board from twelve to eleven members.
| Item 7.01. |
Regulation FD Disclosure. |
On October 23, 2025, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
