Josh Jackson

About Josh Jackson

Josh J. Jackson, 49, served as Executive Vice President (EVP) of SAIC’s Army Business Group since February 2024, after senior leadership roles across Navy/USMC, Solutions & Technology, and Engineering/Mission Solutions dating back to 2008 . On November 13, 2025, SAIC announced an organizational restructuring consolidating five business groups into three; as part of this realignment, Jackson will depart SAIC to pursue other opportunities (new structure effective January 31, 2026) . During fiscal 2025, SAIC’s adjusted EBITDA margin improved to 9.5% from 9.0%, operating cash flow was $535 million (ex-AR sales), and fiscal 2025 TSR was -15%; the company also returned capital via $75 million in dividends and $527 million in buybacks . These company outcomes frame incentive alignment and pay-for-performance calibration during Jackson’s tenure as an executive officer.

Past Roles

External Roles

Company filings reviewed (10-K executive officer bios; 2025 proxy) do not list external directorships or outside roles for Mr. Jackson .

Fixed Compensation

Mr. Jackson was not a named executive officer (NEO) in the 2025 proxy; his specific base salary and cash bonus were not disclosed. SAIC does not provide employment agreements for executive officers; compensation is governed by company plans/policies .

Company benchmarks and structure:

• Base salary context for NEO EVPs (FY2025): CFO $720,000; EVP Civilian $550,000 (prorated year of hire); EVP Space & Intelligence $425,000; GC $575,000 .
• Annual cash incentive (STI) target levels (FY2025): CEO 150% of base salary; other NEOs 80–100% of base salary, subject to company performance and leadership multiplier .

Performance Compensation

Short-Term Incentive (FY2025 design and results):

Leadership multiplier range: 0.5–1.2 applied to STI outcome to differentiate individual performance; maximum payout 200% of target .

Long-Term Incentive (FY2025 program design):

Note: FY2023–2025 PSU cycle earned at 134.2% of target (program-level disclosure) .

Equity Ownership & Alignment

• Stock ownership guidelines (executive officers): CEO 5x base salary; other NEOs 3x base salary; 50% of unvested time-based RSUs count toward requirement; PSUs and unexercised options do not .
• Holding requirement: executives must hold 100% of net shares from equity awards until guideline met .
• Hedging/pledging: SAIC prohibits hedging and pledging of company stock and margin purchases by executive officers; pre-clearance required for trades .
• Group beneficial ownership and pledging: As of April 7, 2025, all directors and executive officers as a group owned ~0.44% of common stock; no shares were pledged .

Insider selling pressure:

• Within the filings reviewed, no Form 4 transactions for Mr. Jackson were found; recent Forms 3 in 2024–2025 were powers of attorney exhibits not beneficial ownership changes .

Employment Terms

SAIC Executive Severance, Change in Control and Retirement Policy (effective Sept 5, 2023) and equity plans govern executive separations; benefits require signing a general release and a two-year non-compete .

Other governance protections:

• Clawbacks: mandatory recovery policy under Rule 10D‑1 and discretionary misconduct/restatement clawback .
• No employment agreements for executive officers; policy auto‑renews annually unless amended/terminated before Nov 1 .

Performance & Track Record (selected items)

• Organizational transition: SAIC announced consolidation of business groups; Jackson, then EVP Army, will depart as part of the realignment effective January 31, 2026 .
• Strategic initiative: As EVP Army, Jackson highlighted a ServiceNow collaboration to integrate agentic AI into SAIC mission labs and accelerate Army IT modernization (AESMP), positioning for zero‑downtime mission environments .
• Company performance context: FY2025 adjusted EBITDA margin rose to 9.5% (from 9.0%); operating cash flow $535M (ex‑AR sales); FY2025 TSR -15%; capital returns via $75M dividends and $527M buybacks .

Compensation Committee Analysis and Peer Benchmarking

• HR & Compensation Committee members signed the CD&A report; the committee uses FW Cook and benchmarks total direct compensation to market median across a defined peer group .
• FY2025 compensation peer group (13 companies) included BAH, CACI, CGI, DXC, HII, ICFI, J, KBR, LDOS, MMS, PSN, TTEK, TXT .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: ~97% in favor, indicating broad investor support for SAIC’s pay‑for‑performance program .

Investment Implications

• Near‑term: Jackson’s announced departure removes medium‑term retention risk specific to the Army EVP role but introduces transition risk as leadership shifts under the new Army‑Navy group; monitor 8‑K disclosures for any compensatory arrangements upon separation and for continuity of Army pipeline execution .
• Pay alignment: SAIC’s STI (revenue, adj. EBITDA, adj. OCF) and PSU metrics (cumulative EBITDA, OCF, rTSR) tightly link executive pay to growth, profitability, cash generation, and relative shareholder returns, with FY2025 STI paying 132.3% of target and FY23–25 PSUs above target (134.2%) .
• Governance quality: Double‑trigger CoC, robust clawbacks, no excise tax gross‑ups, and strict no‑pledging/hedging/holding rules indicate strong alignment and lower governance risk around incentives and potential insider selling pressure .
• Watch items: Absent individual Form 4 data for Jackson in reviewed filings, selling pressure analysis is limited; continue to monitor insider filings post‑announcement and any severance‑related 8‑Ks for clarity on equity acceleration and potential supply of shares to market .