Carolyn Handlon
Science Applications InternationalAbout Carolyn B. Handlon
Independent director (age 67) serving on SAIC’s board since 2022; former Executive Vice President, Finance and Treasurer at Marriott International with 35+ years in financial leadership across global capital markets, corporate finance, real estate lending, risk management, and M&A . Currently sits on SAIC’s Audit and Nominating & Corporate Governance Committees and is designated an Audit Committee “financial expert,” reinforcing board oversight quality; independence affirmed by SAIC’s annual review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Executive Vice President, Finance and Treasurer | 17 years | Led global capital markets, cash operations, financial strategy, and risk management; deep expertise in corporate finance and M&A . |
| Overseas Private Investment Corporation | Financial executive | Not disclosed | Experience in global investment and lending, enhancing public-sector finance and risk skills . |
| Continental Illinois National Bank & Trust | Financial executive | Not disclosed | Banking and real estate lending domain experience . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Invesco Mortgage Capital | Director | Current | Mortgage REIT board experience; complements capital markets expertise . |
| Apple Hospitality REIT, Inc. (Nasdaq: APLE) | Director | Current | Hospitality REIT board experience; adds sector breadth and real estate finance perspective . |
Board Governance
- Committees: Audit; Nominating & Corporate Governance; not a chair, but designated an Audit Committee “financial expert” (all Audit members qualify) .
- Independence: SAIC reports 10 of 11 directors are independent; Handlon qualifies as independent under Nasdaq/SAIC standards .
- Attendance: Directors achieved 100% attendance across Board and committee meetings in FY2025; Board held 4 meetings and independent directors met in 7 executive sessions, signaling strong engagement .
- Elections & structure: Annual elections, majority voting standard, independent non-executive Chair (Donna S. Morea); mandatory retirement age 75 for independent directors .
- Committee activity: Audit (4 meetings in FY2025); Nominating & Corporate Governance (4 meetings in FY2025) .
Fixed Compensation
| Component (FY2025) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard director retainer . |
| Equity (RSUs) grant date fair value | $170,000 | 1,451 RSUs granted; vest on earlier of one year from grant or next annual meeting; change-in-control, death, disability accelerate vesting per plan . |
| Total FY2025 director compensation | $295,000 | Sum of cash + equity . |
| Program parameters | See notes | Committee chair fees: +$20,000 (Nominating Chair +$15,000); Independent Board Chair +$200,000; meeting fees $2,000 for meetings beyond standard count; Audit Chair retainer increased +$5,000 effective Jan 1, 2025 . |
Performance Compensation
Directors receive time-based RSUs (not performance-conditioned); SAIC does not grant PSUs to directors. RSU vesting: 1,451 unvested RSUs outstanding for Handlon at FY-end 2025; options discontinued for directors since 2020 and Handlon holds none .
Company-wide pay-for-performance metrics (for NEOs; context for governance alignment):
- FY2025 Short-Term Incentive measures and outcomes: revenue $7.479B (99.2% of target, 87.4% payout), adjusted EBITDA $705M (100.7%, 122.7%), adjusted operating cash flow $538M (102.5%, 186.7%); blended payout 132.3% .
- FY2023–FY2025 PSUs certified at 134.2% overall (Cumulative Adjusted EBITDA 99.2%, Cumulative Adjusted Operating Cash Flow 136.9%, rTSR 166.7%) .
| FY2025 STI Metrics | Weight | Threshold | Target | Maximum | Actual | % of Target | Payout % |
|---|---|---|---|---|---|---|---|
| Revenue ($B) | 33.3% | 7.292 | 7.542 | 7.763 | 7.479 | 99.2% | 87.4% |
| Adjusted EBITDA ($M) | 33.3% | 682 | 700 | 722 | 705 | 100.7% | 122.7% |
| Adjusted Operating Cash Flow ($M) | 33.3% | 510 | 525 | 540 | 538 | 102.5% | 186.7% |
| STI Payout (blended) | — | — | — | — | — | — | 132.3% |
| FY23–FY25 PSUs | Weight | Threshold | Target | Maximum | Actual | % of Target | Payout % |
|---|---|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA ($B) | 33% | 1.755 | 2.065 | 2.375 | 2.060 | 99.8% | 99.2% |
| Cumulative Adjusted Operating Cash Flow ($B) | 33% | 1.390 | 1.737 | 2.084 | 1.865 | 107.4% | 136.9% |
| Relative TSR (percentile) | 33% | 25.0 | 50.0 | 75.0 | 66.7 | 133.3% | 166.7% |
| Total PSU Payout | — | — | — | — | — | — | 134.2% |
Other Directorships & Interlocks
| External Board | Potential Interlock | Notes |
|---|---|---|
| Invesco Mortgage Capital | Low | No SAIC related-party transactions in FY2025; no director share pledges; conflicts reviewed under policy . |
| Apple Hospitality REIT, Inc. | Low | Same as above; independence confirmed; within overboarding limits (≤ four other public boards) . |
Expertise & Qualifications
- 40+ years in finance: capital markets, corporate finance, cash operations, risk management, real estate lending, M&A, global investment strategy .
- Audit Committee financial expert; deep treasury and capital markets background enhances oversight of internal controls, external audit, and financial risk .
- Public REIT board experience (APLE; Invesco Mortgage Capital) adds sector and governance breadth .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares owned (direct/indirect) | 2,581 | As of April 7, 2025 . |
| Unvested RSUs (director) | 1,451 | As of FY-end 2025 . |
| Options (exercisable/unexercisable) | 0 | Options discontinued for directors since 2020; Handlon holds none . |
| Total beneficial ownership (shares) | 4,032 | Common + RSUs near-term vesting window . |
| Shares pledged | 0 | SAIC states no pledges by directors/officers . |
| Ownership as % of shares outstanding | ~0.0086% | 4,032 ÷ 47,167,287 shares outstanding (as of Apr 7, 2025) . |
| Director stock ownership guideline | 5× annual cash retainer | 50% of unvested time-based RSUs count toward guideline; all directors in compliance or making adequate progress . |
| Hedging/pledging policy | Prohibited | Pre-clearance required for all director transactions . |
Governance Assessment
-
Strengths
- Independence, committee service, and “financial expert” designation support robust financial oversight; Audit and Nominating roles align to SAIC’s committee governance .
- Engagement: 100% attendance in FY2025; frequent independent executive sessions (7), indicating active oversight .
- Ownership alignment: director RSU grants plus 5× retainer ownership guideline; no pledging; hedging prohibited; compliance reported .
- No related-party transactions in FY2025; director independence annually reviewed .
- Compensation governance: independent consultant (FW Cook), no option re-pricing, double-trigger CIC, clawbacks; high 2024 Say‑on‑Pay approval (~97%) .
-
Watch items
- Multi-board commitments monitored against SAIC policy (≤ four other public boards); Handlon currently within limits .
- SAIC TSR was negative in FY2025 though long-term pay metrics remained aligned; board oversight of tech risk moved to new Technology Committee, which may shift risk oversight workload across committees .
Overall signal: Handlon’s profile reflects strong financial governance, independence, full attendance, and alignment through equity and ownership guidelines, with low conflict risk and no related-party exposure disclosed .