Donna Morea
Science Applications InternationalAbout Donna Morea
Independent, non-executive Chair of SAIC’s Board; age 70; director since 2013. Former President of CGI’s U.S. subsidiary and a nationally recognized IT services executive. Current committee memberships: Human Resources & Compensation; Nominating & Corporate Governance. Determined independent by the Board; serves as the Board’s Chair with defined responsibilities for agenda planning, facilitating executive sessions, and coordinating committee effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CGI Technology and Solutions, Inc. (CGI Group U.S. subsidiary) | President | May 2004 – Dec 2011 | Led IT and BPO services across U.S., EMEA, Asia Pacific, spanning financial services, healthcare, telecom, and government . |
| CGI Group (parent) | Director | Feb 2012 – May 2013 | Board role post-operating leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Truist Financial Corp. (NYSE: TFC) | Director | Dec 2019 – Present | Continuing board service following SunTrust/BB&T merger into Truist . |
| SunTrust Banks, Inc. | Director | 2012 – Dec 2019 | Pre-merger board service . |
| KLDiscovery Inc. | Director | Apr 2016 – Jun 2023 | Board service concluded in 2023 . |
| The Carlyle Group | Operating Executive | Current | Focus on technology and business services; also serves on boards of Carlyle portfolio companies . |
| Blue Delta Capital Partners | Advisory Board Member | Current | Venture advisory role . |
Board Governance
- Independence: Ten of eleven directors are independent; Morea is the Independent, Non-Executive Chair .
- Attendance & Engagement: Board met 4 times in FY2025; independent directors held 7 executive sessions; directors (including Morea) attended 100% of Board and committee meetings; Chair presided over all independent sessions .
- Committees: Morea serves on Human Resources & Compensation and Nominating & Corporate Governance; Compensation Chair is Steven Shane; Nominating Chair is Katharina McFarland; Audit Chair is Milford McGuirt; Technology Chair is Yvette Kanouff .
- Board structure changes: Risk Oversight Committee dissolved March 26, 2025 with responsibilities moved to Technology Committee and Nominating & Corporate Governance .
- Governance policies: Majority voting standard; proxy access (3%/3 years/up to 25% of board); director retirement age 75 (independent); published charters and Code of Conduct .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Standard director retainer . |
| Independent Chair Retainer | $200,000 | Additional retainer for Board Chair . |
| Committee Chair Fees | N/A | Morea is not a committee chair; chairs receive $20,000 ($15,000 for Nominating); Audit Chair increased +$5,000 effective Jan 1, 2025 . |
| Meeting Fees | As applicable | $2,000 per meeting starting with second meeting above standard count . |
| Total Cash Fees (Morea FY2025) | $325,000 | Reported fees earned . |
Performance Compensation
| Equity Award | Grant Value | Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (FY2025) | $170,000 | 1,451 RSUs | Earlier of 1 year from grant or next annual meeting | Standard for non-employee directors; Mr. Tien prorated in FY2025; Morea received 1,451 RSUs and held 1,451 unvested at FY-end . |
| Option Awards | Legacy only | 5,274 options (aggregate outstanding) | Legacy grants (no new director options since Jan 1, 2020) | Directors discontinued option grants in 2020; Morea has 5,274 outstanding options . |
Performance metrics for director equity: None. Director grants are time-based RSUs; they are not subject to company performance metrics. RSUs vest after one year (or at next annual meeting), with full vesting on Change in Control, Death or Disability; continued vesting upon mandatory retirement .
Other Directorships & Interlocks
- Current public boards: Truist Financial (banking/financial services) .
- Prior public boards: SunTrust Banks; KLDiscovery .
- Private/PE roles: Operating Executive at Carlyle; advisory roles including Blue Delta (venture capital) .
- Interlocks/conflicts: The proxy discloses no related-party transactions in FY2025; related-party approvals now overseen by Nominating & Corporate Governance post-committee realignment . No company-reported conflicts involving Morea .
Expertise & Qualifications
- Executive leadership: >30 years in IT professional services; led large-scale operations across commercial and government sectors .
- Industry breadth: Financial services, healthcare, telecom, and government markets .
- Board leadership: Serves as Independent Chair with defined liaison and coordination responsibilities to management and committees .
Equity Ownership
| Measure | Value | Source/Notes |
|---|---|---|
| Common Shares Owned | 32,376 | Beneficial ownership table . |
| Options and RSUs (within 60 days) | 4,327 | Beneficial ownership table . |
| Unvested RSUs (FY2025) | 1,451 | Director RSU holdings at FY-end . |
| Outstanding Options | 5,274 | Legacy director options outstanding . |
| Ownership Guidelines | 5x annual cash retainer | Directors must hold ≥5x cash retainer; includes 50% of unvested time-based RSUs . |
| Compliance Status | In compliance | All board members met or made adequate progress toward guidelines in FY2025 . |
| Pledging/Hedging | Prohibited | Company policy bans pledging/hedging; directors must pre-clear transactions . |
| Shares Pledged | None | No shares pledged by directors/officers . |
| Ownership % of Outstanding | ~0.078% | 36,703 total beneficial ÷ 47,167,287 shares outstanding (record date) = ~0.078%; shares outstanding , beneficial count . |
| Indicative Ownership Value | ~$3.97M | 36,703 × $108.28 (close on Jan 31, 2025) ≈ $3.97M; price reference , holdings . |
Director Compensation Details (FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Donna S. Morea | $325,000 | $170,000 | $495,000 |
Additional program features for directors:
- Deferrals: Eligible to defer cash fees into SAIC’s Deferred Compensation Plan .
- Equity vesting protections: Full vest on Change in Control/Death/Disability; continued vesting upon mandatory retirement per plan terms .
Compensation Committee Analysis
- Composition: Steven R. Shane (Chair), Garth N. Graham, Timothy J. Mayopoulos, Donna S. Morea, James C. Reagan — all independent .
- Consultant: FW Cook serves as independent advisor to the committee; assessed for independence; no conflicts .
- Interlocks: No compensation committee interlocks or insider participation reported .
- Scope: Oversees executive and non-employee director pay, succession planning, equity plan administration, HR strategy .
Say-on-Pay & Shareholder Feedback
- Prior vote: 2024 Say-on-Pay approval ~97%, indicating strong investor support for executive pay design .
- 2025 proposal: Board recommends “FOR” advisory approval; continues pay-for-performance philosophy and clawback enforcement .
Related Party Transactions & Conflicts
- Policy oversight: Nominating & Corporate Governance Committee now reviews/approves related-party transactions; Chair of the Board participates if director independence might be implicated .
- FY2025 outcome: No related-party transactions in which any related party had a direct or indirect material interest .
- Independence determinations: All directors except the CEO deemed independent; Board considered specific relationships for other directors; none disclosed for Morea .
Governance Assessment
-
Strengths:
- Independent Board leadership with defined Chair responsibilities; robust committee coverage and recent reallocation to a Technology Committee reflecting risk focus on AI/cyber/data .
- Full attendance and active independent executive sessions signal strong engagement .
- Transparent director pay: balanced cash retainer plus fixed RSU grants; clear ownership guidelines; compliance achieved; hedging/pledging prohibited .
- No related-party transactions; compensation advisor independence affirmed; no interlocks .
-
Watch items:
- Multiple external roles (Truist board; Carlyle Operating Executive) warrant continued monitoring for potential information-flow or indirect relationships; however, no conflicts disclosed in FY2025 .
- Legacy options remain outstanding; director option grants discontinued since 2020, reducing risk of option-related misalignment .
-
Signals for investor confidence:
- Strong governance hygiene (majority voting, proxy access, mandatory retirement ages), high say-on-pay support, and explicit clawback policies for Section 16 officers indicate alignment and accountability .