SAIC adds two seasoned executives to its board

Science Applications International Corporation appointed David Benson and David Cush to its Board of Directors for an initial term beginning on August 20, 2026 and ending at the 2027 annual meeting of stockholders.

Rhea-AI Filing Summary

Science Applications International Corporation appointed David Benson and David Cush to its Board of Directors for an initial term beginning on August 20, 2026 and ending at the 2027 annual meeting of stockholders. To accommodate these appointments, the Board size was increased from ten to twelve directors.

As of the effective date, both Benson and Cush will serve on the Audit Committee; Benson will also join the Human Resources and Compensation Committee, while Cush will join the Nominating and Corporate Governance Committee. Benson brings extensive financial-services and capital-markets experience, including overseeing more than $25 billion in annual revenue and approximately 8,000 employees at Fannie Mae, along with prior CFO and capital-markets leadership roles. Cush adds deep operational and restructuring experience across aviation and transportation, including leading Virgin America through its IPO and a $4 billion sale, and overseeing a 330-location collision-repair business through transformation and sale. Both will receive the standard pro-rated cash and equity compensation for non-employee directors and may participate in the company’s Deferred Compensation Plan.

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 after appointments: 12 directors Effective date of new directors: August 20, 2026 Annual revenue overseen by Benson at Fannie Mae: $25 billion +3 more

6 metrics

Board size after appointments 12 directors Board increased from ten to twelve members with Benson and Cush appointments

Effective date of new directors August 20, 2026 Start of initial Board term for David Benson and David Cush

Annual revenue overseen by Benson at Fannie Mae $25 billion Revenue managed as President of Fannie Mae, involving about 8,000 employees

Employees overseen by Benson at Fannie Mae 8,000 employees Workforce managed across revenue-generating businesses and corporate functions

Sale value of Virgin America $4 billion Transaction value for Virgin America’s sale to Alaska Airlines under Cush’s leadership

Collision-repair locations led by Cush 330 locations Scope of Service King Collision’s national footprint during Cush’s CEO tenure

Key Terms

Emerging growth company, Deferred Compensation Plan, government conservatorship, financial restructuring, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company On August 10, 2026, Science Applications"

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.

Deferred Compensation Plan financial

"the Company’s Deferred Compensation Plan, which allows directors to defer"

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.

government conservatorship regulatory

"while navigating the government conservatorship that began in 2008"

financial restructuring financial

"where he led the operational transformation and financial restructuring of a"

A financial restructuring is a planned change to a company’s debts, assets or cost structure aimed at improving its ability to survive and generate cash, for example by renegotiating loans, selling assets, cutting costs or swapping debt for equity. It matters to investors because it can change who gets paid first, reduce the risk of failure, dilute existing shares or alter future profits — like reorganizing a household budget and selling valuables to stay afloat and pay bills.

Nominating and Corporate Governance Committee regulatory

"Cush will serve on the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did SAIC (SAIC) announce on August 10, 2026?

Science Applications International Corporation added David Benson and David Cush to its Board, effective August 20, 2026, and increased the Board size from ten to twelve directors for an initial term through the 2027 annual meeting.

Which SAIC (SAIC) board committees will David Benson and David Cush join?

As of August 20, 2026, both David Benson and David Cush will serve on SAIC’s Audit Committee. Benson will also join the Human Resources and Compensation Committee, while Cush will join the Nominating and Corporate Governance Committee.

What relevant experience does new SAIC director David Benson bring?

David Benson is a former President of Fannie Mae, where he oversaw more than $25 billion in annual revenue and about 8,000 employees, and previously served as CFO, Executive Vice President of Capital Markets, and Treasurer during major business and financial transformations.

What is the background of new SAIC director David Cush?

David Cush has over 30 years of executive leadership, including as CEO of Virgin America, which he led from startup through IPO and a $4 billion sale, and as CEO of a 330-location national collision-repair company through operational transformation and financial restructuring.

How will SAIC compensate new directors David Benson and David Cush?

Benson and Cush will receive SAIC’s standard annual cash and equity compensation for non-employee directors, pro-rated until the 2027 annual meeting, and may use the Deferred Compensation Plan to defer up to 100% of their cash retainers and meeting fees.

Are there any related-party relationships for SAIC’s new directors?

SAIC states there are no arrangements or understandings with other persons regarding Benson’s or Cush’s selection and no relationships or related transactions requiring disclosure under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/10/2026 - 07:00 AM EDT Learn about SEC filing dates

Science Applications International Corp false 0001571123 0001571123 2026-08-06 2026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

Science Applications International Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35832		46-1932921
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12010 Sunset Hills Road Reston, Virginia		20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 676-4300

Not Applicable

(Former Name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SAIC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2026, Science Applications International Corporation (the “Company”) announced that David Benson and David Cush were appointed as members of the Board of Directors of the Company (the “Board”) for an initial term beginning on August 20, 2026 (the “Effective Date”) and expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). In connection with the appointment of Mr. Benson and Mr. Cush to the Board, the Company increased the size of the Board from ten to twelve members. As of the Effective Date, Mr. Benson and Mr. Cush will each serve as members of the Audit Committee. In addition, Mr. Benson will serve on the Human Resources and Compensation Committee, and Mr. Cush will serve on the Nominating and Corporate Governance Committee.

Mr. David C. Benson is a seasoned financial services executive and former President of Federal National Mortgage Association (“Fannie Mae”), where he spent more than two decades in leadership roles across finance, capital markets, and enterprise operations. As President from 2018 to 2024, he oversaw all revenue-generating businesses and corporate functions, managing more than $25 billion in annual revenue and approximately 8,000 employees. He also served as Interim CEO in 2022 and previously held roles including Chief Financial Officer from 2013 to 2018 (and again in 2021), helping lead the company to record levels of profitability while modernizing financial reporting infrastructure and strengthening financial discipline. He also served as Executive Vice President of Capital Markets and as Treasurer, managing one of the largest corporate debt and derivatives programs in the United States. During the financial crisis and its aftermath, he played a central role in transforming the company’s business model while navigating the government conservatorship that began in 2008. Before joining Fannie Mae, he spent 14 years in leadership roles within Merrill Lynch’s institutional fixed-income businesses in New York and London.

Mr. Benson currently serves on the boards of Essent Group Ltd (NYSE: ESNT) and Opendoor Technologies Inc. (Nasdaq: OPEN). He earlier served on the Board of Managers of U.S. Fintech (formerly Common Securitization Solutions) and the Board of Directors of Fannie Mae (OTC: FNMA). Mr. Benson holds an MBA from Stanford Graduate School of Business, an M.D. from Harvard Medical School, and a B.S. in Psychobiology from UCLA.

Mr. Cush brings more than 30 years of executive leadership and board experience across the aviation, transportation, and consumer-facing, asset-intensive sectors. Most recently, Mr. Cush served as Chief Executive Officer and on the Board Director of Service King Collision (2018–2022), where he led the operational transformation and financial restructuring of a 330-location national collision-repair company, navigating pandemic-related disruption, recapitalization, and eventual sale. From 2007 to 2016, Mr. Cush served as President, Chief Executive Officer and on the Board Director of Virgin America (Nasdaq: VA), where he led the company from startup phase through its initial public offering and its subsequent $4 billion sale to Alaska Airlines. Under his leadership, Virgin America became one of the industry’s top-rated carriers for product innovation, customer experience, and operational performance, and generated a 2.5x return to shareholders.

From 1998 to 2007, Mr. Cush spent more than two decades at American Airlines (Nasdaq: AAL) in progressively senior leadership positions spanning global sales, distribution, alliances, operations, planning and finance, culminating as Senior Vice President of Global Sales and Distribution. In addition, Mr. Cush also previously served as Chief Operating Officer of Aerolíneas Argentinas from 1998 to 2000, where he led operations, sales, and marketing during a period of restructuring and modernization.

In addition to his executive and board roles listed above, Mr. Cush has served on several public and private boards including Southwest Airlines (NYSE: LUV), Vought Aircraft, and Vive Collision. He also serves on a variety of nonprofit boards. Mr. Cush holds a Master of Business Administration and Bachelor’s degrees from Southern Methodist University.

In connection with their service on the Board, Mr. Benson and Mr. Cush 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 2027 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.

2

There are no arrangements or understandings between Mr. Benson, Mr. Cush, and any other persons pursuant to which Mr. Benson or Mr. Cush were selected as directors of the Company. There are no relationships or related transactions between Mr. Benson, Mr. Cush 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.

3

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: August 10, 2026				By:		/s/ Hilary L. Hageman
				Hilary L. Hageman
				Executive Vice President, General Counsel and Corporate Secretary

4

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB