Lauren Knausenberger

About Lauren Knausenberger

SAIC’s first Chief Innovation Officer, responsible for operating SAIC’s “innovation factories,” managing the technology roadmap, and aligning investments to maximize differentiation and long‑term value; she joined SAIC from the U.S. Air Force, where she served as the Department CIO, with prior commercial and private equity experience noted by SAIC’s CEO . SAIC announced on November 13, 2025 that as part of a strategic organizational restructuring, Lauren Knausenberger will depart the company to pursue other opportunities; effective date for broader reorg is January 31, 2026 . Company performance context during FY2025: adjusted EBITDA margin improved to 9.5% from 9.0%, operating cash flow was $535M (ex‑AR sale), SAIC paid $75M in dividends and repurchased $527M in stock; TSR for FY2025 was −15% .

Past Roles

Fixed Compensation

• SAIC’s Human Resources & Compensation Committee sets executive base salaries and incentive design annually, using market medians of a defined peer group and FW Cook as independent consultant; compensation emphasizes variable pay and pay‑for‑performance .
• No individual employment agreements for executive officers; compensation programs include clawback policies and double‑trigger change‑in‑control provisions; hedging and pledging of company stock are prohibited .

Performance Compensation

SAIC’s executive incentives are tied to company financials and multi‑year value creation; specific STI targets for Lauren Knausenberger are not disclosed, but the companywide design for FY2025 is below.

• Short‑Term Incentive (STI) – FY2025 company financial score and measures; leadership multiplier range expanded to 0.5–1.2 to sharpen accountability .

• Long‑Term Incentive (PSUs and RSUs) – PSUs tied to three‑year cumulative adjusted EBITDA, three‑year cumulative adjusted operating cash flow, and relative TSR; time‑based RSUs vest 33% annually over three years; a special retention RSU grant (for a named executive) vests fully on January 29, 2027 .
• Equity grant timing and governance: awards are on pre‑set dates post‑earnings; four quarterly grant dates for off‑cycle awards (offer/retention/performance); no timing around MNPI; Committee approves all NEO awards .

Equity Ownership & Alignment

• Stock ownership guidelines for executive officers: CEO 5x base salary; other Named Executive Officers 3x; executives must hold 100% of net shares from equity programs until the applicable multiple is met; unvested PSUs/options do not count toward compliance .
• Prohibition on hedging/short sales/derivatives and pledging or margin purchases; all executive transactions require General Counsel pre‑clearance .
• Compliance status is disclosed for certain NEOs; no ownership compliance disclosure is provided for the Chief Innovation Officer in the proxy .

Employment Terms

• Executive Severance, Change in Control and Retirement Policy applies to designated officers (all active NEOs included), conditioned on signing a release and a two‑year non‑compete; no employment agreements .
• Non‑CIC severance: lump‑sum equal to 1.5x base salary plus average of last three actual annual bonuses (CEO 2x), lump‑sum COBRA premiums for 18 months (CEO 24), outplacement up to $25,000; continued vesting in previously granted equity per original terms without proration .
• CIC “double trigger”: if involuntary termination without cause or resignation for good reason within a defined window, lump‑sum equal to 2x base salary + target bonus (CEO 3x), COBRA for 24 months (CEO 36), outplacement up to $25,000, and pro‑rata target bonus; equity acceleration governed by the plan/award terms .
• Equity treatment: under 2013/2023 plans, RSUs/options accelerate if not assumed in a CIC; if assumed, acceleration upon qualifying termination; PSUs earn based on completed years plus pro‑rata for the CIC year; death/disability provisions provide acceleration/pro‑rata; special retirement provisions allow continued vesting under age/service conditions .
• Policy auto‑renews annually; no excise tax gross‑up—cut‑back or full payment whichever maximizes after‑tax benefits .
• Recent disclosure: in the Nov 13, 2025 reorganization 8‑K, SAIC specified severance under Section 5 of the policy and a two‑year non‑compete for departing EVP David Ray; Lauren Knausenberger’s departure was announced without specific severance terms disclosed .

Compensation Peer Group (Benchmarking)

• SAIC benchmarks executive compensation to market median using a peer group of 13 companies across IT, consulting, defense, and engineering; FY2025 peer group: BAH, CACI, GIB, DXC, HII, ICFI, J, KBR, LDOS, MMS, PSN, TTEK, TXT; ManTech removed post‑acquisition; ICF added .
• Committee uses FW Cook as independent consultant and reviews peer composition annually .

Say‑on‑Pay & Governance Signals

• 2024 Say‑on‑Pay received ~97% support, reflecting strong shareholder approval of SAIC’s pay‑for‑performance design; practices include clawbacks, double‑trigger CIC, ownership guidelines, and no underwater option repricing or gross‑ups .

Company Performance Context (FY2025)

Investment Implications

• Retention risk: SAIC’s restructuring explicitly includes the CIO role’s departure, elevating near‑term execution risk in innovation strategy and potential talent transitions within innovation factories; monitor subsequent filings for severance classification and any equity treatment that could affect vesting and supply dynamics .
• Alignment: SAIC’s incentive architecture is tightly linked to revenue, adjusted EBITDA, adjusted operating cash flow (STI) and three‑year cumulative EBITDA/OCF plus rTSR (PSUs), with expanded leadership multipliers to differentiate performance—this design supports shareholder value linkage even when TSR underperforms in a single year .
• Governance protections: robust clawback policies (mandatory and discretionary), double‑trigger CIC, prohibition on hedging/pledging, and ownership/holding requirements reduce misalignment and windfall risk; lack of employment agreements and no gross‑ups are shareholder‑friendly .
• Trading signals: with the CIO’s departure and broader executive transitions, watch for 8‑K updates on compensatory arrangements and any Form 4 activity by departing executives; SAIC’s FY2025 cash generation and buybacks suggest support for capital returns, but FY2025 TSR was −15%—sustained PSU metrics (cumulative EBITDA/OCF, rTSR) will be key to executive realizable pay and could drive behavior toward cash flow discipline and relative performance improvements .