Garth Graham
Science Applications InternationalAbout Garth N. Graham
Dr. Garth N. Graham, age 50, is an independent director of SAIC, serving since 2021. He is Director and Global Head of Healthcare for YouTube, LLC (Alphabet) and holds an M.D. from Yale School of Medicine and an M.P.H. from Yale School of Public Health; he is a cardiologist, former Deputy Assistant Secretary at HHS (leading the Office of Minority Health), and an elected member of the National Academy of Medicine . At SAIC he serves on the Human Resources & Compensation Committee and the Technology Committee; he is deemed independent under SAIC’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YouTube, LLC (Alphabet) | Director & Global Head of Healthcare | Since Jan 2021 | Leads healthcare strategy for a major platform; brings digital health and data insights |
| CVS Health | Chief Community Health Officer | 2019–2021 | Community health leadership at diversified health services company |
| Aetna Inc. | President, Aetna Foundation; VP, Community Health | 2013–2019 | Philanthropy and population health initiatives |
| U.S. Dept. of Health & Human Services | Deputy Assistant Secretary; led Office of Minority Health | Not disclosed | Led federal government’s first National Health Disparities Plan |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Modivcare Inc. (NASDAQ: MODV) | Director | Apr 2021 | Technology-enabled healthcare services; public company directorship |
| National Academy of Medicine | Member | Not disclosed | Recognition for contributions to medicine and public health |
| Institute of Medicine Board on Population Health; National Quality Forum; NHLBI Advisory Council | Board/Advisory roles | Not disclosed | Policy/quality/clinical advisory roles |
Board Governance
- Committee assignments: Human Resources & Compensation; Technology (new committee established Mar 26, 2025 to focus on AI, data, cybersecurity, privacy); prior Risk Oversight responsibilities were reallocated to Technology and Nominating & Corporate Governance; Technology Committee members include Yvette M. Kanouff (Chair), Garth N. Graham, Katharina G. McFarland, Steven R. Shane, and CEO Toni Townes‑Whitley .
- Independence: 10 of 11 directors are independent; Graham is independent .
- Attendance: Board held 4 meetings; independent director executive sessions held 7 times; directors attended 100% of Board and committee meetings in fiscal 2025 .
- Elections/governance: Annual elections; majority voting with resignation policy for <50% support; independent non-executive chair structure .
- Related party oversight: Related party transaction approval now under Nominating & Corporate Governance; no related-party transactions in fiscal 2025 .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Non-employee director cash retainer (paid quarterly) |
| Committee chair fees | $20,000 ($15,000 for Nominating Chair) | Graham is not a chair; Audit Chair retainer increased by $5,000 effective Jan 1, 2025 |
| Meeting fees | $2,000 per meeting beyond standard number | Applies to Board/committee meetings attended |
| Fiscal 2025 cash earned (Graham) | $125,000 | As disclosed in Director Compensation Table |
Performance Compensation
| Equity Type | Grant Value | Shares Granted | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual) | $170,000 | 1,451 RSUs | Vest on earlier of 1 year from grant or next annual meeting | Standard non-employee director grant in fiscal 2025 |
| Options | None (post-2020) | N/A | N/A | SAIC discontinued option grants for directors effective Jan 1, 2020; Graham holds no options |
| Fiscal 2025 stock awards (Graham) | $170,000 | 1,451 RSUs | As above | Reported in Director Compensation Table |
Note: Director equity is time-based; non-employee directors do not receive performance-vested equity or bonuses. Directors may defer cash fees into the Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict with SAIC |
|---|---|---|---|
| Modivcare Inc. | NASDAQ: MODV | Director | No SAIC-related party transactions disclosed in FY2025; oversight policy in place |
Expertise & Qualifications
- Healthcare and public health expertise with senior roles at Aetna, CVS, and YouTube; physician leader (cardiologist) with Yale M.D. and M.P.H. .
- Federal policy and disparities expertise (former HHS Deputy Assistant Secretary; led Office of Minority Health; National Health Disparities Plan) .
- Governance/quality roles across NAM, NQF, and NHLBI Advisory Council; adds regulatory and outcomes perspective to SAIC’s technology oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common stock owned | 5,493 shares | Beneficial ownership as of Apr 7, 2025 |
| Unvested RSUs | 1,451 units | Outstanding at fiscal year-end |
| Options (exercisable/unexercisable) | 0 | No outstanding options for Graham |
| Total beneficial (shares + RSUs within 60 days) | 6,944 | Table total (includes RSUs within 60 days) |
| Ownership as % of shares outstanding | ~0.0147% | 6,944 / 47,167,287 shares outstanding as of Apr 7, 2025 |
| Shares pledged | None | “No shares have been pledged” (directors/officers) |
| Director ownership guideline | 5× annual cash retainer | Must hold until achieved; 50% of unvested time-based RSUs count |
| Indicative value of beneficial holdings | ≈$0.75M | 6,944 × $108.28 FY-end stock price; guideline = $625k (5 × $125k) |
Policies: Directors must pre-clear trades; prohibitions on short-term/speculative transactions; no hedging/pledging; compliance reported across Board in FY2025 .
Director Compensation (FY2025)
| Component | Graham | Program Detail |
|---|---|---|
| Fees earned/paid in cash | $125,000 | Annual retainer (non-chair) |
| Stock awards (grant-date fair value) | $170,000 | 1,451 RSUs |
| Total | $295,000 | Sum of cash + equity |
Compensation Committee Analysis
- Committee composition: Steven R. Shane (Chair), Garth N. Graham, Timothy J. Mayopoulos, Donna S. Morea, James C. Reagan; 5 meetings in fiscal 2025 .
- Independent consultant: FW Cook advises the committee; assessed as independent; no conflicts; consultant serves committee only .
- Interlocks: None; no members have served as officers of SAIC; no interlocking directorships in the last fiscal year .
Say-on-Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~97% approval, indicating strong shareholder backing of compensation program design .
- Program features: Pay-for-performance, clawback policy, double-trigger CIC benefits, stock ownership requirements, no hedging/pledging .
Risk & Conflicts Review
- Related-party transactions: None in fiscal 2025 involving directors/executives; formal review framework in place (moved from Risk Oversight to Nominating & Corporate Governance in Mar 2025) .
- Section 16 compliance: Company states all required insider reports were timely except a single late Form 4 for another officer (not Dr. Graham) .
- RED FLAGS: None disclosed—no pledging, 100% meeting attendance, independent status, and absence of related-party dealings mitigate governance risk .
Governance Assessment
- Strengths: Independent director with deep healthcare policy/clinical expertise; sits on Compensation and Technology committees aligned with SAIC’s pivot to AI, data, and cyber; perfect attendance; aligned incentives via equity and robust ownership guidelines; strong oversight structures and shareholder support for pay .
- Potential considerations: Senior operating role at a large technology platform implies time demands, but SAIC limits on outside board seats, overall 100% attendance, and committee engagement indicate adequate capacity; no conflicts disclosed and related-party oversight processes are explicit .
Overall signal: Director’s healthcare and public-policy background complements SAIC’s technology and mission-integration strategy; independence, attendance, and ownership alignment support investor confidence with no disclosed governance red flags in FY2025 .