Katharina McFarland
Science Applications InternationalAbout Katharina G. McFarland
Katharina G. McFarland (age 65) has served on SAIC’s Board since 2019. She is an independent director with deep U.S. defense acquisition expertise, previously serving as Assistant Secretary of Defense for Acquisition (2012–2017), acting Assistant Secretary of the Army (Acquisition, Logistics & Technology) (2016–2017), President of the Defense Acquisition University (2010–2012), and Director of Acquisition at the Missile Defense Agency (2006–2010) . She currently chairs SAIC’s Nominating & Corporate Governance Committee and is a member of the Technology Committee . The Board has determined all directors other than the CEO are independent under SAIC’s Corporate Governance Guidelines and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Assistant Secretary of Defense for Acquisition | 2012–2017 | Senior acquisition leadership for DoD programs |
| U.S. Department of the Army | Acting Assistant Secretary (Acquisition, Logistics & Technology) | 2016–2017 | Oversight of Army AL&T portfolio |
| Defense Acquisition University | President | 2010–2012 | Led training institution for acquisition workforce |
| Missile Defense Agency | Director of Acquisition | 2006–2010 | Acquisition leadership for missile defense programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Engility | Director | 2017–Jan 2019 | Public company board experience |
| Transphorm Inc. | Director | Jan 2021–July 2024 | Public company board experience |
| Virgin Orbit | Director | Nov 2021–Aug 2023 | Public company board experience |
| Army Science Board | Co-Chair | Not disclosed | Science & tech advisory leadership |
| National Academies – Army R&D Board | Prior Chair | Not disclosed | R&D oversight |
| National Security Commission on Artificial Intelligence | Commissioner | Not disclosed | AI policy expertise |
| Procurement Round Table | Director | Not disclosed | Government procurement expertise |
| NASA Aerospace Safety Advisory Council | Member | Not disclosed | Aerospace safety governance |
| Rafael Systems Global Sustainment Group; Skylo; Gambit | Advisor/Board roles | Not disclosed | Various advisory positions |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Technology Committee .
- Board/Committee attendance and engagement: Board held 4 full meetings; independent directors held 7 executive sessions; directors attended 100% of Board and committee meetings in fiscal 2025 . Nominating & Corporate Governance Committee held 4 meetings .
- Independence: Ten of eleven directors qualify as independent; Board annually determines independence under Corporate Governance Guidelines/Nasdaq .
- Risk and ESG oversight: In March 2025, the Board dissolved the Risk Oversight Committee and reallocated responsibilities to the Technology Committee (technology/cyber/AI/data/privacy risk) and the Nominating & Corporate Governance Committee (ethics, compliance, ERM, classified business, related-party transactions). Nominating & Corporate Governance Committee oversees ESG strategy .
- Board leadership: Non-executive independent Chair (Donna S. Morea) presided over all meetings and executive sessions .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly in advance |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Chair of Nominating & Corporate Governance Committee |
| Fees earned or paid in cash (total) | $140,000 | Individual director compensation table |
| Equity grant (RSUs) – grant date fair value | $170,000 | Time-based RSUs; all non-employee directors except Mr. Tien received $170k |
| Unvested RSUs at FY2025 year-end | 1,451 units | Director-specific unvested RSUs |
Director compensation program parameters (FY2025):
- Meeting fees: $2,000 per Board or committee meeting beginning with the second meeting above the standard number each year .
- Vesting: RSUs vest on the earlier of 1 year from grant or next annual meeting; full vesting upon Change in Control, Death, or Disability; retirement policy allows continued vesting .
Performance Compensation
| Equity Instrument | Units/Value | Vesting/Performance Conditions | Special Terms |
|---|---|---|---|
| RSUs (time-based) | 1,451 RSUs; $170,000 grant-date fair value | Time-based vesting: earlier of 1 year from grant or next annual meeting; no performance metrics tied to director RSUs | Accelerates upon Change in Control, Death, Disability; continued vesting if retire under mandatory policy |
| Stock Options (directors) | None granted since Jan 1, 2020 | N/A | McFarland exercised remaining options on April 12, 2023; no outstanding options thereafter |
Note: SAIC’s performance-based PSU metrics apply to executives (NEOs), not directors. Director equity is time-based RSUs without performance conditions .
Other Directorships & Interlocks
| Company/Entity | Relationship to SAIC | Potential Interlock/Conflict Consideration |
|---|---|---|
| Transphorm, Virgin Orbit, Engility | Unrelated to SAIC’s governance; prior external boards | No related-party transactions disclosed involving McFarland; Board policy now overseen by Nominating & Corporate Governance Committee |
| U.S. DoD/Army roles (prior) | SAIC is a major government contractor | Board determined independence; related-party transaction oversight in place; no FY2025 related-party transactions |
Expertise & Qualifications
- Government procurement, science & technology, IT, cyber, and AI expertise through senior DoD and Army acquisition roles and AI commission service .
- Aerospace safety and R&D governance through NASA Aerospace Safety Advisory Council and National Academies leadership .
- Board and advisory experience across public and private entities enhances oversight of technology and compliance risks .
Equity Ownership
| Holder | Common Stock | RSUs/Options within 60 days | Total Beneficially Owned | Notes |
|---|---|---|---|---|
| Katharina G. McFarland | 5,643 | 1,451 | 7,094 | None of directors/officers >1%; no shares pledged |
Stock ownership alignment:
- Director stock ownership guideline: at least 5x annual cash retainer; 50% of unvested time-based RSUs count toward guideline; directors must hold all shares acquired under equity programs until target achieved. During fiscal 2025, all Board members were in compliance or making adequate progress .
Hedging/pledging:
- Prohibition on short selling, hedging, pledging, or purchasing on margin for directors and employees; executive officers/directors must pre-clear transactions with General Counsel . No shares pledged by directors/officers as of April 7, 2025 .
Governance Assessment
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Strengths impacting investor confidence:
- Independent director with chair role on Nominating & Corporate Governance and membership on Technology Committee; strong alignment to oversight of ESG, compliance, and tech/cyber/AI risks .
- 100% attendance in fiscal 2025; high engagement; Board held 4 meetings and 7 executive sessions .
- Clear director pay structure with meaningful equity component ($170k RSUs) supporting alignment; individual total compensation was $310,000 for FY2025 ($140k cash, $170k stock) .
- Robust ownership guidelines (5x cash retainer), no pledging, and beneficial ownership disclosed; none >1% ownership; McFarland beneficially owned 7,094 shares including RSUs within 60 days .
- Related-party transaction oversight moved under her committee’s remit (Nominating & Corporate Governance) and no FY2025 related-party transactions disclosed .
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Monitoring items:
- External defense/space board experience and extensive government ties warrant continued oversight for potential perceived conflicts, though independence affirmed and no related-party transactions reported in FY2025 .
- Technology Committee established March 26, 2025; ensure effective integration of AI/cyber/privacy risk oversight across committees .
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RED FLAGS
- None disclosed for McFarland in FY2025: no related-party transactions; no hedging/pledging; full attendance; no delinquent Section 16 filings reported for her (late filing noted for another officer only) .