James Reagan
Science Applications InternationalAbout James Reagan
James C. Reagan, age 66, is an independent director of SAIC since 2023 and serves on the Audit and Human Resources & Compensation Committees; he is a licensed CPA in Virginia since 1982 and previously served as EVP & CFO of Leidos (2015–2021) with prior CFO roles at Vencore, PAE, Aspect Communications, and senior roles at MCI . SAIC’s FY2025 performance backdrop during his board tenure: revenues grew by $35 million to $7.48B (+3.1% organic), adjusted diluted EPS rose 16% to $9.13, adjusted EBITDA margin expanded to 9.5% from 9.0%, operating cash flow was $535M (ex-AR sales), and fiscal-year TSR was -15% . The Board was 10/11 independent, led by an Independent Chair, with 100% attendance across Board/committee meetings and seven independent director-only sessions in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leidos Holdings, Inc. | EVP & Chief Financial Officer | 2015–2021 | Led finance through M&A and process optimization; deep government services domain expertise |
| Vencore, Inc. | Chief Financial Officer | Not disclosed | CFO for defense contractor serving Intelligence Community/DoD |
| PAE, Inc. | Chief Financial Officer | Not disclosed | CFO across large gov services contractor footprint |
| Aspect Communications | Chief Financial Officer | Until 2005 | Finance leadership in software/telecom; transactional experience |
| MCI Telecommunications | Senior roles | Not disclosed | Senior finance/operational roles in telecom |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed in proxy | — | — |
Board Governance and Service
- Independence: Reagan is an independent director; ten of eleven directors were independent in FY2025; SAIC has an Independent, Non-Executive Chair (Donna Morea) and majority voting for directors .
- Committees: Audit Committee member; Compensation Committee member; both committees comprised entirely of independent directors; Audit Committee members (including Reagan) qualify as “financial experts” under SEC rules .
- Attendance: Directors attended 100% of Board and committee meetings; seven independent director-only sessions were held .
- Dual-role implications: Reagan is not an SAIC employee executive and does not hold the Chair role; independence mitigates conflicts (no CEO+Chair concentration) .
Fixed Compensation
| Item | FY2025 |
|---|---|
| Annual Board Cash Retainer | $125,000 |
| Committee Chair Fees | Not applicable to Reagan; committee chairs receive +$20,000 (Nominating Chair +$15,000) |
| Independent Chair Premium | $200,000 (applies to Chair, not Reagan) |
| Equity Grant (RSUs) | $170,000 grant-date fair value; 1,451 RSUs |
| Total Director Compensation | $295,000 |
| RSU Vesting Terms | RSUs vest earlier of one year from grant or next annual meeting; accelerate upon Change in Control/Death/Disability; retirement under mandatory retirement policy continues vesting |
Notes: Meeting fees of $2,000 apply beginning with the second meeting above the standard number per year; directors may defer cash fees via the SAIC Deferred Compensation Plan .
Performance Compensation
Reagan, as a non-employee director, does not participate in SAIC’s NEO performance plans; for governance context, SAIC’s FY2025 incentive metrics and PSUs were:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 33.3% | $7.292B | $7.542B | $7.763B | $7.479B | 87.4% |
| Adjusted EBITDA | 33.3% | $682M | $700M | $722M | $705M | 122.7% |
| Adjusted Operating Cash Flow | 33.3% | $510M | $525M | $540M | $538M | 186.7% |
| STI Award Financial Score | — | — | — | — | — | 132.3% |
PSUs for the FY2023–FY2025 cycle paid at 134.2% of target based on cumulative adjusted EBITDA, cumulative adjusted operating cash flow, and rTSR vs the peer group .
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Common stock owned | 2,716 shares | Sole voting/investment power unless noted; no pledges |
| Unvested RSUs (director grant) | 1,451 units | |
| Options outstanding | 0 | SAIC discontinued director option grants in 2020; Reagan holds none |
| Total beneficial (incl. RSUs exercisable/vesting within 60 days) | 4,167 shares | |
| Shares outstanding (record date) | 47,167,287 | |
| Ownership % of outstanding | ~0.0088% (4,167 ÷ 47,167,287) | |
| Director ownership guideline | ≥5x annual cash retainer; directors must hold shares acquired until guideline met | |
| Hedging/pledging | Prohibited; pre-clearance required for all trades | |
| Compliance status | All directors met or are making adequate progress toward guidelines |
Employment Terms
- Status: Non-employee director; no employment agreement .
- Deferral: Eligible to defer cash retainers/fees under SAIC Deferred Compensation Plan .
- Equity on Change in Control/Death/Disability: Director RSUs fully vest upon Change in Control, Death or Disability; retirement under mandatory retirement policy continues scheduled vesting .
Compensation Committee Analysis
- Composition: Reagan is a member; chair is Steven R. Shane; all members independent .
- Consultant: FW Cook serves as independent advisor; assessed as independent; advises on peer group, program design, and CD&A; no services to management .
- Interlocks: None among committee members; no insider participation .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~97% support, indicating strong shareholder endorsement of NEO pay programs .
- 2025 Say-on-Pay recommended “FOR” by Board .
Related Party Transactions and Policies
- FY2025 related party transactions: None material .
- Insider trading and clawbacks: Prohibitions on trading with MNPI; mandatory Rule 10D-1 clawback policy and discretionary misconduct-based recoupment .
Investment Implications
- Alignment: Reagan’s compensation is primarily fixed retainer plus time-based RSUs with strict ownership and anti-hedging/pledging policies—alignment is solid but personal ownership is small (~0.009%) relative to float; director equity vests annually and on change-in-control, which would modestly increase insider supply on vest dates but is mitigated by holding requirements until guidelines are met .
- Governance oversight: As Audit and Compensation Committee member and a designated “financial expert,” Reagan influences capital allocation, controls, and pay-for-performance structures tied to EBITDA, cash flow, and rTSR; strong committee independence and 100% attendance reduce governance risk .
- Pay-for-performance backdrop: While director comp is not performance-based, SAIC’s STI/PSU designs emphasize cash generation and profitability with rTSR benchmarking; recent PSU payout at 134.2% underscores execution on OCF and relative TSR, even as FY2025 TSR was -15%—mixed signal but improving margins and cash flow support long-term value creation .
- Retention and COC: No director employment contracts; equity accelerates on change-in-control for directors, and executive severance policy is double-trigger with no excise gross-ups—balanced approach that limits shareholder-unfriendly tax provisions and mitigates retention risk in strategic events .