John Tien Jr.
Science Applications InternationalAbout John K. Tien, Jr.
John K. Tien, Jr. is an independent director of SAIC, age 61, appointed to the Board effective December 2, 2024 and standing for election at the 2025 annual meeting; he serves on the Nominating and Corporate Governance Committee . He is a former Deputy Secretary of the U.S. Department of Homeland Security (June 2021–July 2023), with prior senior executive roles at Citigroup and 24 years of U.S. Army service, retiring as a Colonel; he is also a director of Union Pacific since 2023 . His education includes a B.S. in Civil Engineering from West Point, an M.A. from Oxford University (Rhodes Scholar), and a National Security Fellowship at Harvard Kennedy School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Deputy Secretary (Senate-confirmed) | Jun 2021–Jul 2023 | Second highest-ranking DHS official; federal operations and national security leadership . |
| Citigroup | Managing Director; Head of Business & Process Re-Engineering (U.S. Consumer Bank); COO/CTO for Macy’s credit card portfolio | 2011–2021; Head of Transformation role noted; COO/CTO 2016–2020 | Led large-scale transformation and technology operations across consumer banking portfolios . |
| U.S. Army | Active-duty officer; retired Colonel | 24 years | Three combat tours; leadership across multiple geographies . |
| National Security Council (White House) | Senior Director (Afghanistan & Pakistan); Director (Iraq) | Clinton/Bush/Obama Administrations | Policy leadership in conflict theaters; interagency coordination . |
| White House Fellows Program / USTR | White House Fellow | Clinton Administration | Trade policy exposure; executive branch experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific (NYSE: UNP) | Director | Since 2023 | Board-level oversight; specific committee assignments not disclosed in SAIC proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Tien is independent under SAIC Corporate Governance Guidelines; independence reaffirmed with consideration of a one-time $30,000 speaking fee . |
| Committee Assignments | Nominating and Corporate Governance Committee member (appointed Dec 2, 2024) . |
| Chair Roles | None disclosed for Mr. Tien . |
| Board & Committee Attendance | Directors attended 100% of Board and committee meetings in fiscal 2025 . |
| Board Meetings | 4 full Board meetings; 7 independent director-only sessions in fiscal 2025 . |
| Election Standard | Majority voting in uncontested elections; resignation policy upon receiving more “against” than “for” votes . |
| Governance Structure | Independent, non-executive Chair (Donna S. Morea); ten of eleven directors independent . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned in cash (Fiscal 2025) | $41,331 | Prorated for partial-year service from Dec 2, 2024 . |
| Stock awards (Fiscal 2025) | $85,000 | Prorated RSU grant value for initial appointment . |
| Total (Fiscal 2025) | $126,331 | Sum of prorated cash and equity . |
| Standard annual cash retainer (policy) | $125,000 | Applies to non-employee directors; paid quarterly . |
| Committee chair fees (policy) | $20,000 (most committees); $15,000 (Nominating chair) | Audit Chair increased by $5,000 effective Jan 1, 2025 . |
| Independent Board Chair fee (policy) | $200,000 | Annual retainer for Independent Chair . |
| Meeting fees (policy) | $2,000 per meeting | Paid beginning with second meeting above standard number per year . |
| Deferred Compensation Plan eligibility | Eligible | May defer up to 100% of cash retainers/fees . |
Performance Compensation
| Term | Detail |
|---|---|
| RSUs granted (units) | 704 unvested RSUs at fiscal year-end (prorated initial grant) . |
| RSU grant value | $85,000 (prorated initial grant) . |
| Vesting schedule | RSUs vest on the earlier of one year from grant or the next annual meeting following grant . |
| Change-in-control vesting | RSUs become fully vested upon Change in Control, Death or Disability . |
| Post-retirement vesting | If retiring under mandatory policy, RSUs continue to vest as scheduled . |
| Options policy | SAIC discontinued director option grants effective Jan 1, 2020 . |
No performance-based metrics (e.g., TSR, EBITDA) are tied to non-employee director compensation; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Union Pacific | Director | 2023 | No related-party transactions with SAIC under Item 404(a) disclosed for Mr. Tien . |
Expertise & Qualifications
- Federal leadership, national security, and military expertise (Deputy Secretary DHS; retired U.S. Army Colonel; NSC roles across three administrations) .
- Private-sector operations and technology leadership (Citigroup managing director; COO/CTO for Macy’s credit card portfolio; transformation lead for U.S. Consumer Bank) .
- Education: West Point B.S. (Civil Engineering); Oxford M.A. (Rhodes Scholar); Harvard Kennedy School National Security Fellow .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock owned | 215 shares . |
| Stock units (vested) | — (none disclosed) . |
| Options and RSUs (within 60 days) | 704 units (RSUs subject to vesting) . |
| Total beneficially owned | 919 shares/units . |
| Pledged shares | None pledged by any director or executive officer . |
| Ownership guidelines | Directors must hold shares equal to 5× annual cash retainer; 50% of unvested time-based RSUs count; options do not count; pre-clearance required for trades . |
| Compliance status | All directors were in compliance with stock policies and have either met or are making adequate progress toward ownership guidelines . |
| Group ownership context | Directors and officers as a group own ~0.44% of common stock; none >1% individually . |
Governance Assessment
- Positive signals: Independent director with deep federal/military and operational credentials; added to Nominating & Corporate Governance Committee; Board and committee attendance at 100% indicates strong engagement .
- Alignment: Prorated RSU grant and ownership guidelines (5× retainer, counting 50% of unvested RSUs) support growing skin-in-the-game; no pledging permitted and policy compliance reported .
- Conflicts review: Board specifically considered a one-time $30,000 speaking fee and concluded it did not impair independence; 8-K affirms no Item 404(a) related-party transactions for Mr. Tien .
- Compensation reasonableness: Prorated cash ($41,331) and equity ($85,000) are consistent with SAIC’s standard non-employee director program and proration for partial-year service; no options granted under current policy .
RED FLAGS (monitor):
- Modest beneficial ownership at appointment (total 919 shares/units), though within early tenure and mitigated by guideline requirements; continue to monitor progress toward 5× retainer guideline .
- Prior speaking fee creates minimal appearance risk; independence determination and lack of Item 404(a) transactions reduce concern, but remain a watch item for future outside engagements .