8-K: SAIC Appoints Interim CEO, Reaffirms FY26 Guidance

Science Applications International Corporation announced James C. Reagan as Interim CEO, succeeding Toni Townes-Whitley, while reaffirming its Fiscal Year 2026 guidance.

Summary

• Science Applications International Corporation (SAIC) announced the appointment of James (Jim) C. Reagan as Interim Chief Executive Officer, effective October 23, 2025.
• Mr. Reagan, a current SAIC Board member since January 2023, has extensive experience as a senior finance executive in the defense and government services industries, including serving as CFO for Leidos Holdings, Vencore, Inc., and PAE, Inc.
• Toni Townes-Whitley stepped down from her role as Chief Executive Officer and as a member of the Board, effective October 23, 2025.
• The Board has initiated a search process for a permanent Chief Executive Officer and is engaging a leading executive search firm.
• Mr. Reagan's interim CEO compensation includes an annual base salary of $1,200,000, a short-term incentive cash bonus target of 150% of his base salary, and $2,000,000 in long-term incentive awards (restricted stock units).
• Ms. Townes-Whitley's separation is without cause, entitling her to specified benefits under the Company's Executive Severance, Change in Control and Retirement Policy, contingent on a release of claims and a two-year post-employment non-compete obligation.
• In connection with Mr. Reagan's appointment, he ceased to be a member of the Board's Audit Committee and Human Resources and Compensation Committee.
• The size of the Board decreased from twelve to eleven members following Ms. Townes-Whitley's resignation, with 10 of the 11 directors being independent.
• SAIC reaffirmed its previously issued Fiscal Year 2026 guidance, which was provided on September 4, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a CEO transition introduces uncertainty, the appointment of an experienced internal board member as interim CEO, coupled with the reaffirmation of Fiscal Year 2026 guidance, provides a sense of stability and continuity. The company's strong pipeline and backlog also contribute to a positive outlook.

Positives

• The company reaffirmed its Fiscal Year 2026 guidance, indicating confidence in its near-term financial performance despite the leadership change.
• James C. Reagan, the appointed Interim CEO, brings nearly two decades of senior leadership experience in the defense and government services industry and has served on SAIC's Board since January 2023, ensuring continuity and deep familiarity with the business.
• The Board emphasized SAIC's strong position to capitalize on growth opportunities, supported by a solid, customer-focused foundation, a strong qualified pipeline, and a backlog of pending awards.

Negatives

• The departure of a Chief Executive Officer introduces an element of uncertainty regarding future strategic direction and operational execution until a permanent successor is identified.
• The company is undergoing a search for a permanent CEO, which can be a lengthy process and may distract management resources.

Risks

• A prolonged federal government shutdown could impair the Company's ability to achieve its Fiscal Year 2026 guidance.
• The Board's ability to identify the Company's new Chief Executive Officer in a timely manner is a factor that could impact future performance.
• The outcome of future operations under new management may differ from expectations.
• General risks, uncertainties, and assumptions discussed in the Risk Factors, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Legal Proceedings sections of the Company's Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Future Outlook

The Board has initiated a comprehensive search process to identify the Company's next Chief Executive Officer, engaging a leading executive search firm. SAIC reaffirms its Fiscal Year 2026 guidance, though it acknowledges that a prolonged federal government shutdown could impair its ability to achieve this guidance. The Interim CEO, Jim Reagan, expressed confidence in SAIC's compelling opportunities and continued momentum, anticipating attractive growth and value creation.

Management Comments

• "On behalf of the Board and entire SAIC team, we thank Toni for her many contributions, dedication and commitment to SAIC, our customers and our mission. We wish her the best in her next chapter." Donna Morea, Chair of the Board.
• "Recognizing SAICs strong position to capitalize on opportunities for growth and shareholder value creation, the Board remains focused on delivering near-term operational results." Donna Morea, Chair of the Board.
• "It has been a privilege to lead SAIC and work with the Companys dedicated and talented people... I have the utmost confidence in his and the teams ability to capitalize on and fully realize the Companys growth prospects. With its talented employees, SAIC is in good hands until a permanent CEO is appointed." Toni Townes-Whitley.
• "It is an honor to be named Interim CEO of SAIC... I am confident that SAIC is poised to deliver attractive growth and value creation. I look forward to working closely with the Board, management, and the whole SAIC team to deliver wins and shareholder value while strengthening the Companys foundation as we continue to position SAIC for the future." Jim Reagan.

Industry Context

SAIC operates as a premier Fortune 500 company within the highly competitive U.S. defense and government services industry. It focuses on digital transformation across defense, space, civilian, and intelligence markets, providing secure high-end solutions in mission IT, enterprise IT, engineering, and professional services. The appointment of an interim CEO with deep sector experience, particularly from Leidos Holdings, Inc., a major competitor, suggests a focus on maintaining stability and leveraging industry expertise during this transition.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• No family relationships between Mr. Reagan and any other executive officer or director require disclosure under Item 401(d) of Regulation S-K.
• No transactions between Mr. Reagan or any member of his immediate family and the Company require disclosure under Item 404(a) of Regulation S-K.

Stakeholder Impact

• **Shareholders:** May experience short-term uncertainty due to CEO transition, but the reaffirmation of guidance and appointment of an experienced interim CEO from the board could mitigate concerns. The ongoing search for a permanent CEO will be a key focus.
• **Employees:** Will operate under new interim leadership, with potential for strategic shifts once a permanent CEO is appointed. The company's commitment to its mission and talent is highlighted.
• **Customers:** The appointment of an interim CEO with deep industry knowledge and familiarity with SAIC's customers aims to ensure continuity in service delivery and mission advancement.
• **Creditors/Suppliers:** The reaffirmation of financial guidance suggests continued operational stability, which is generally positive for these stakeholders.

Next Steps

• The Board will continue its search for a permanent Chief Executive Officer, assisted by a leading executive search firm.
• The Company may reassess its Fiscal Year 2026 guidance based on the status of any prolonged federal government shutdown and the broader government contracting environment.

Key Dates

Recommendation

The departure of a CEO introduces uncertainty, but the appointment of an experienced interim CEO from the board and the reaffirmation of Fiscal Year 2026 guidance provide some stability. Investors should hold and monitor the progress of the permanent CEO search and subsequent strategic direction, as well as any potential impacts from a government shutdown, before making new investment decisions.

Keywords

SAIC, Science Applications International Corporation, CEO transition, Interim CEO, James Reagan, Toni Townes-Whitley, government services, defense contractor, corporate governance, financial guidance, 8-K filing