Hilary Hageman - Executive Vice President, General Counsel and Corporate Secretary | Science Applications International (SAIC) Executive Profile & Compensation

About Hilary Hageman

Executive Vice President, General Counsel and Corporate Secretary at SAIC since July 11, 2022; age 56 as of March 17, 2025 . Education: BA (Vassar College), JD (Emory University School of Law), LL.M. (Georgetown University Law Center) . SAIC FY2025 performance under her tenure included revenue of $7.479B (+$35M; ~3.1% organic growth), adjusted diluted EPS of $9.13 (+16% YoY), and adjusted EBITDA margin improved to 9.5% from 9.0% . Company TSR in FY2025 was -15%, below a broader market index and a comparable technology index; over the prior three-year period, TSR outperformed the broader market but lagged the tech index .

Past Roles

Organization	Role	Years	Strategic Impact
SAIC	SVP, Deputy General Counsel & Assistant Corporate Secretary	2016–2019	Senior legal leadership at a major government services integrator .
CACI International Inc.	VP, Principal Deputy General Counsel & Assistant Corporate Secretary; VP, Deputy GC & Assistant Corporate Secretary; Senior Director	2007–2016	Legal leadership across compliance and corporate governance for a large federal contractor .
U.S. Department of Defense	Associate Deputy General Counsel and other senior legal roles	1995–2007	Federal legal policy and oversight; foundational government regulatory expertise .

External Roles

Organization	Role	Years	Strategic Impact
Terran Orbital (NYSE: LLAP)	EVP, General Counsel & Corporate Secretary	Aug 2021–Aug 2022	Structured governance for a public aerospace/defense firm; capital markets readiness .
Cubic Corporation	SVP, General Counsel & Corporate Secretary	Oct 2019–Aug 2021	Led legal function for defense/transport technology company .

Fixed Compensation

Component	Fiscal 2025	Notes
Base Salary	$571,154	Pay set relative to market peer medians .
Target Bonus % of Salary	100%	STI plan with 33.3% weight each on Revenue, Adjusted EBITDA, Adjusted Operating Cash Flow .
Actual Cash Bonus Paid	$836,798	Financial score 132.3% of target; leadership multiplier range expanded to 0.5–1.2 in FY2025 .

Performance Compensation

Equity Instrument	Grant Date	Shares/Units	Grant Date Fair Value	Vesting
PSUs (FY2025–FY2027 cycle)	04-05-2024	Threshold 3,013; Target 6,025; Max 12,050	$776,803	Earned over 3 years based on cumulative Adjusted EBITDA, cumulative Adjusted Operating Cash Flow, and rTSR (each 33.3% weight); payout range 0–200% .
RSUs	04-05-2024	4,017	$520,081	Time-based, 33% annually over 3 years .

Short-Term Incentive (STI) metrics and payout:

Metric	Weight	Threshold	Target	Maximum	Actual	% of Target Achieved	Payout %
Revenue	33.3%	$7.292B	$7.542B	$7.763B	$7.479B	99.2%	87.4%
Adjusted EBITDA	33.3%	$682M	$700M	$722M	$705M	100.7%	122.7%
Adjusted Operating Cash Flow	33.3%	$510M	$525M	$540M	$538M	102.5%	186.7%
Total STI Award Payout	—	—	—	—	—	—	132.3%

PSU (FY2023–FY2025) performance certification:

Metric	Period	Weight	Threshold	Target	Maximum	Actual	% of Target Achieved	Payout %
Cumulative Adjusted EBITDA	FY23–FY25	33%	$1.755B	$2.065B	$2.375B	$2.060B	99.8%	99.2%
Cumulative Adjusted Operating Cash Flow	FY23–FY25	33%	$1.390B	$1.737B	$2.084B	$1.865B	107.4%	136.9%
Relative TSR (vs comp peer group)	FY23–FY25	33%	25th pct	50th pct	75th pct	66.7th pct	133.3%	166.7%
Share Payout Percentage	—	—	—	—	—	—	—	134.2%

Equity Ownership & Alignment

Item	Detail
Unvested RSUs (as of 01-31-2025)	4,017 RSUs; market value $434,961 (at $108.28/share) .
Unvested PSUs (max eligibility)	FY24–FY26 and FY25–FY27 cycles: 12,050 and 13,352 PSUs disclosed at maximum payout aggregate levels; market/payout values $1,304,774 and $1,445,755 (at $108.28/share) .
Vested/Realized in FY2025	5,061 shares acquired on vesting; value realized $685,482 (includes PSUs earned and time-based RSUs) .
Ownership Guidelines	3× base salary for NEOs; executives must hold 100% of net shares until guideline met; Hageman expected to satisfy in fiscal 2026 .
Hedging/Pledging	Prohibited for executive officers; pre-clearance required for transactions .

Note: SAIC discontinued director option grants in 2020; Hageman’s outstanding equity is RSUs/PSUs, with no options listed in her FY2025 outstanding awards table .

Employment Terms

Provision	Terms
Role & Start	EVP, General Counsel & Corporate Secretary effective July 11, 2022 .
Severance (non-CIC)	Lump sum 1.5× (CEO 2×) of current base salary + average of last 3 actual bonuses; 18 months COBRA premium (CEO 24 months); 12 months outplacement (up to $25,000); pro-rata actual bonus for year of termination; continued vesting of previously granted equity per original schedules (no proration/min hold) .
Severance (CIC, 90 days before/21 months after)	Lump sum 2× (CEO 3×) of current base salary + target annual bonus; 24 months COBRA premium (CEO 36 months); 12 months outplacement (up to $25,000); pro-rata target bonus for year of termination; equity per plan terms (double-trigger acceleration for time-based awards; PSU performance truncated with fiscal-year accrual + pro-rata for year of CIC) .
Retirement	Pro-rata actual bonus; COBRA lump sum (18 months NEOs; 24 months CEO); continued vesting of RSUs/options per “Special Retirement” eligibility; PSUs paid pro-rata after period end for disability/retirement cases .
Non-Compete	Two-year non-compete required as condition for severance eligibility .
Clawbacks	Mandatory recovery policy per Exchange Act Rule 10D-1; discretionary policy for restatements, fraud, or misconduct (cash/equity recovery or cancellation) .
Excise Tax Gross-Ups	None; “best-net” cutback to avoid 280G excise tax if beneficial .

Estimated payments (as of 01-31-2025, $108.28/share) for Hageman:

Scenario	Total
Without Cause (not CIC)	$5,091,239 .
CIC termination (without cause or for good reason)	$4,830,848 (includes RSUs/PSUs treatment per plan; no cutback required) .
Retirement	$3,179,483 .
Death/Disability	$1,880,963 each .

Compensation Peer Group and Say-on-Pay

Peer group (FY2025): BAH, CACI, GIB, DXC, HII, ICFI, J, KBR, LDOS, MMS, PSN, TTEK, TXT .
2024 Say-on-Pay approval ~97%; Committee views this as validation of pay-for-performance design .

Performance Compensation Design Details

Feature	SAIC Approach
STI Metrics	Balanced among Revenue, Adjusted EBITDA, Adjusted Operating Cash Flow; capped maximum; achieved 132.3% payout for FY2025 .
LTI Mix & Metrics	60% PSUs (cumulative EBITDA, cumulative operating cash flow, rTSR), 40% RSUs; PSU payout straight-line interpolation; overlapping three-year cycles .
Grant Practices	Predetermined grant dates after earnings releases; no timing around MNPI; Committee-approved awards .
Risk Controls	Ownership guidelines; clawbacks; prohibited hedging/pledging; capped payouts; multi-metric balance .

Investment Implications

Alignment: Hageman’s pay structure emphasizes operating cash flow and EBITDA alongside rTSR, with FY2023–FY2025 PSUs paying out at 134.2%—signaling strong execution on cash generation despite FY2025 TSR headwinds .
Retention and Selling Pressure: Required 3× salary ownership and 100% net-share holding until compliance, plus double-trigger CIC and continued vesting provisions, mitigate near-term selling pressure from vesting; hedging/pledging prohibited—reducing alignment risk .
Downside Protections: No excise tax gross-ups, robust clawbacks, and severance conditioned on a two-year non-compete reflect shareholder-friendly governance while offering competitive retention economics (non-CIC est. ~$5.1M; CIC est. ~$4.8M) .
Performance Signals: STI overachievement driven by cash flow (186.7% payout on adjusted operating cash flow) and EBITDA (122.7%), consistent with SAIC’s improved margin profile and capital return strategy (FY2025 $527M buybacks; $75M dividends) .

Overall, compensation design and policies indicate solid pay-for-performance alignment and low red-flag risk (no pledging, clawbacks, no tax gross-ups), while vesting schedules and ownership requirements support long-term equity alignment even as TSR fluctuates with procurement cycles and sector mix .