David Ray - Executive Vice President, Space and Intelligence Business Group | Science Applications International (SAIC) Executive Profile & Compensation

About David Ray

David C. Ray served as Executive Vice President, Space and Intelligence Business Group at SAIC and will depart the company on January 30, 2026 as part of a business group consolidation; his severance is governed by SAIC’s Executive Severance, Change in Control and Retirement Policy and includes a two-year post-employment non-compete obligation . In fiscal 2025 he was a named executive officer (NEO) with base salary set at $425,000 and met SAIC’s stock ownership guideline (3x salary), with no shares pledged . Company performance tied to his incentives included short‑term metrics (Revenue, Adjusted EBITDA, Adjusted Operating Cash Flow) achieving an overall financial payout factor of 132.3% for FY2025 , and long‑term PSU metrics (Cumulative Adjusted EBITDA, Cumulative Adjusted Operating Cash Flow, relative TSR against peer group) that produced a FY23‑25 share payout of 134.2% company‑wide; Mr. Ray’s FY23‑25 PSU payout under a non‑NEO plan was 133.8% with EBITDA and OCF weighted 50% each and TSR as a modifier .

Past Roles

No prior roles beyond SAIC EVP role were disclosed in the 2025 proxy; Mr. Ray’s title and departure are noted in the November 13, 2025 8‑K .

Organization	Role	Years	Strategic Impact
SAIC	EVP, Space & Intelligence Business Group	Not disclosed	Led Space & Intelligence business group; role ended as SAIC consolidated five groups into three effective Jan 31, 2026

External Roles

No external directorships or outside roles for Mr. Ray are disclosed in the 2025 proxy .

Fixed Compensation

Metric	FY 2025
Base Salary ($)	$425,000
Target Bonus (% of Base)	80%
Actual Cash Incentive Paid ($)	$359,856
Stock Awards – Grant Date Fair Value ($)	$1,498,931
All Other Compensation ($)	$1,331 (security/transportation costs)
Total Compensation ($)	$2,284,996

Performance Compensation

Short-Term Incentive (Cash) – FY2025 Design and Outcomes

Metric	Weight	Target	Actual	% of Target Achieved	Payout Mechanics
Revenue	33.3%	$7.542B	$7.479B	99.2%	Contributes to overall STI factor
Adjusted EBITDA	33.3%	$700M	$705M	100.7%	Contributes to overall STI factor
Adjusted Operating Cash Flow	33.3%	$525M	$538M	102.5%	Contributes to overall STI factor
STI Award Payout Percentage	—	—	—	132.3%	Applied to individual STI targets; NEO leadership factor range 0.8–1.2; Mr. Ray’s STI target 80% of base, paid $359,856

Long-Term Incentive (Equity)

Award Type	Grant Date	Shares/Targets	Vesting	Performance Metrics / Weighting	Payout / Notes
PSUs (FY25–27 cycle)	04/05/2024	Threshold 1,159; Target 2,318; Max 4,636	End of 3-year cycle	Cumulative Adjusted EBITDA (33.3%), Cumulative Adjusted Operating Cash Flow (33.3%), relative TSR vs peer group (33.3%)	Final achievement and payout to be certified at end of FY2027
RSUs (time-based)	04/05/2024	1,545 units; $200,031 grant-date FV	33% annually on 1st/2nd/3rd anniversaries	—	Time-based vesting as scheduled
Special RSU (retention)	09/13/2024	7,411 units; $1,000,040 grant-date FV	Vests in full on Jan 29, 2027	—	One-time retention award
PSUs (FY23–25 cycle – Company plan)	N/A	Company performance payout 134.2%	3-year cycle concluded Jan 31, 2025	EBITDA (33%), OCF (33%), rTSR (33%)	Certified payout 134.2%
PSUs (FY23–25 – Mr. Ray non-NEO plan)	N/A	Final share payout 133.8%	Concluded Jan 31, 2025	EBITDA (50%), OCF (50%), rTSR modifier	Payout certified 133.8%

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (Common Stock)	8,319 shares (as of April 7, 2025); none >1% individually; directors/executives as a group ~0.44% of common stock; no shares pledged
Outstanding Unvested RSUs (FY2025 year-end)	7,411 (9/13/2024 grant); 1,545 (4/5/2024 grant); 1,052 (4/7/2023 grant); 589 (4/1/2022 grant); market values shown using $108.28/share at Jan 31, 2025
Outstanding Unearned PSUs (FY2025 year-end)	4,636 (max, FY25–27); 3,154 (max, FY24–26) – amounts disclosed at maximum payout
Ownership Guidelines	CEO 5x salary; Other NEOs 3x; count includes certain vested holdings and 50% of unvested time-based RSUs; Mr. Ray has satisfied his guideline
Hedging/Pledging Policy	Prohibits short selling, hedging, pledging, and margin purchases; pre-clearance required for executives

Employment Terms

Provision	Key Terms
Employment Agreements	None for NEOs; covered by Executive Severance, Change in Control and Retirement Policy
Policy Renewal	Renews annually unless notice of amendment/termination to executives by Nov 1 of term year; no excise tax gross-up provisions
Non-Compete	Two-year post-employment non-compete required for severance eligibility; confirmed for Mr. Ray’s departure
Severance – No Change in Control	Lump sum = 1.5x (base salary + average of last three actual annual bonuses); 18 months COBRA cash; 12 months outplacement up to $25,000; continued vesting in previously granted equity per original terms; pro-rata bonus not specified for non‑CoC scenario
Severance – With Change in Control	Lump sum = 2x (base salary + target annual bonus); 24 months COBRA cash; 12 months outplacement up to $25,000; pro‑rata target bonus; equity governed by 2013/2023 plans (accelerations or qualifying termination rules); 280G cutback if beneficial
Equity Treatment on Termination	RSUs vest in full upon death/disability; continued vesting upon retirement if eligibility met; PSUs pro-rata/accelerated per scenario; special retirement provisions allow continued vesting; forfeiture in other scenarios
Estimated Payments – Mr. Ray (as of Jan 31, 2025; $108.28/share)	Without Cause (no CoC): Bonus $340,000; Severance $1,179,670; COBRA $55,215; Outplacement $25,000; RSUs $1,157,022; PSUs $428,408; Total $3,185,315 . With CoC: Bonus $340,000; Severance $1,530,000; COBRA $73,620; Outplacement $25,000; RSUs $1,157,022; PSUs $201,083; Applicable cutback $(92,480); Total $3,234,245 .

Performance & Track Record

Measure	Period	Target	Actual	Result
Revenue	FY2025	$7.542B	$7.479B	99.2% of target; contributes to overall STI payout
Adjusted EBITDA	FY2025	$700M	$705M	100.7% of target; contributes to overall STI payout
Adjusted Operating Cash Flow	FY2025	$525M	$538M	102.5% of target; contributes to overall STI payout
STI Financial Payout Factor	FY2025	—	—	132.3% applied to NEO STI targets
Relative TSR Percentile vs Peer Group	FY23–25	Target 50th; Max 75th	Actual 66.7th percentile	TSR component payout 166.7%; overall PSU share payout 134.2%
Mr. Ray’s PSU Payout (non-NEO plan)	FY23–25	—	—	Final share payout 133.8%; EBITDA/OCF 50%/50%; TSR modifier

Compensation Structure Analysis

Equity-heavy mix: Stock awards were the largest portion of Mr. Ray’s FY2025 compensation ($1.50M grant-date FV vs. $0.36M cash incentive), reinforcing at‑risk pay tied to multi‑year metrics and retention .
Retention RSU: A one-time $1,000,040 RSU grant vests in full on January 29, 2027, creating a discrete vesting cliff that can influence selling dynamics; if Mr. Ray’s departure qualifies under the severance policy, he continues vesting per original terms, which may moderate near‑term selling pressure .
Performance rigor: PSU designs incorporate EBITDA, cash flow, and rTSR against a defined peer group; FY23‑25 company payout at 134.2% and Mr. Ray’s non‑NEO payout at 133.8% indicate above‑target execution across financial and market‑based measures .
Governance safeguards: No excise tax gross‑ups; 280G cutback applied if more favorable post‑tax; prohibitions on pledging/hedging; stock ownership and holding requirements enforced; clawback/recoupment policy in place .

Risk Indicators & Red Flags

Organizational change/role exit: Mr. Ray’s announced departure coincides with consolidation of business groups, introducing transition risk; however, a two‑year non‑compete mitigates competitive leakage .
Single-date vest concentration: Special RSU fully vesting Jan 29, 2027 may create concentrated selling pressure around the vest date absent holding requirements, though SAIC mandates holding until guideline achievement (which Mr. Ray has met) .
Change-in-control sensitivity: CoC benefits include 2x salary+target bonus and equity acceleration/qualifying termination provisions; cutback mechanism avoids gross‑ups but can reduce payouts (e.g., $(92,480) for Mr. Ray) .

Equity Ownership & Alignment Details

Ownership Item	Data
Shares Owned (beneficial)	8,319
Unvested RSUs by Grant	7,411 (9/13/2024; vests 1/29/2027); 1,545 (4/5/2024; 33% annual); 1,052 (4/7/2023); 589 (4/1/2022)
Unearned PSUs (maximum disclosed)	4,636 (FY25–27); 3,154 (FY24–26)
Pledging/Hedging	Prohibited; no shares pledged
Ownership Guideline Status	3x salary requirement; Mr. Ray satisfied

Employment Terms – Severance & Change-in-Control Economics

Scenario	Cash (Salary/Bonus)	COBRA Cash	Outplacement	Equity	Cutback	Total
Without Cause (no CoC)	Severance $1,179,670; Bonus $340,000	$55,215	$25,000	RSUs $1,157,022; PSUs $428,408	—	$3,185,315
With CoC	Severance $1,530,000; Bonus $340,000	$73,620	$25,000	RSUs $1,157,022; PSUs $201,083	$(92,480)	$3,234,245

Severance eligibility requires execution/non‑revocation of a release and compliance with a two‑year non‑compete; the policy provides 1.5x cash severance outside CoC and 2x cash severance in CoC; equity treatment and pro‑rata bonus are scenario‑dependent; no excise tax gross‑ups; annual renewal with Committee oversight .

Investment Implications

Alignment: Ownership guideline compliance, prohibited pledging/hedging, and significant unvested equity support long‑term alignment and reduce misalignment risk .
Near-term dynamics: Mr. Ray’s scheduled departure and severance-driven continued vesting may dampen forced selling; watch the January 29, 2027 special RSU vest for potential selling pressure and trading signals .
Execution signal: Above-target PSU payouts (FY23–25) and FY2025 STI outcomes suggest strong operational cash generation and competitive TSR against peers—positive indicators for value creation in Ray’s scope during the period .
Governance quality: Absence of excise tax gross‑ups, presence of 280G cutback, strict ownership/holding rules, and clawback policy lower governance risk and compensation inflation concerns relative to peers .