Milford McGuirt
Science Applications InternationalAbout Milford W. McGuirt
Independent director of SAIC since 2021; age 68. Former Managing Partner of KPMG’s Atlanta office and Mid-South Area (2015–2019) with a 33-year KPMG career including national audit sector leadership; prior audit manager at Coopers & Lybrand. At SAIC, he serves as Audit Committee Chair and sits on the Nominating & Corporate Governance Committee, bringing deep financial and audit expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Atlanta & Mid-South Area; Senior Partner; National Audit Sector Leader; National Industry Leader (Higher Education) | 2015–2019 (Managing Partner); 33 years total | Led audit sector strategy; extensive public company audit oversight |
| Coopers & Lybrand | Audit Manager | Prior to KPMG | Public accounting and audit experience |
| HD Supply Holdings, Inc. | Independent Director | Jul–Dec 2020 | Audit; Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Industries, Inc. (NYSE: OXM) | Independent Director; Audit Committee member; Audit Committee Financial Expert | Since 2020 | Audit oversight; board determined him an “audit committee financial expert” (March 2025) |
| Chick-fil-A, Inc. (private) | Director | Since Oct 2021 | Private company board service |
Board Governance
- Independence: SAIC board is 10/11 independent; all committee members (Audit, Compensation, Nominating) are independent. McGuirt is independent and serves as Audit Chair and Nominating member; all Audit Committee members (including McGuirt) qualify as “financial experts” under SEC rules .
- Attendance and engagement: FY2025 saw four full board meetings and seven independent director-only sessions; directors attended 100% of board and committee meetings .
- Committee activity: Audit Committee held four meetings; Nominating & Corporate Governance Committee held four meetings in FY2025 .
- Shareholder support: In 2025 election, McGuirt received 34,665,541 “For” votes, 524,274 “Against,” 118,464 abstentions; Say-on-Pay passed with ~86.1% support (30,185,747 For of votes cast) and was ~97% in 2024, indicating constructive governance environment .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly |
| Committee chair fee (Audit) | $20,000 | Increased by $5,000 effective Jan 1, 2025 |
| Meeting fees | $2,000 per meeting | Applies beginning with the second meeting above standard number in year |
| Total cash fees (McGuirt) | $146,250 | Includes retainer, chair fees, meeting fees |
| Equity grant (RSUs) | $170,000 grant-date FV | Standard non-employee director award; 1,451 RSUs |
| Total compensation (McGuirt) | $316,250 | Cash + equity |
| Deferral option | Eligible | Directors may defer cash retainers/fees into SAIC Deferred Compensation Plan |
Performance Compensation
- Directors do not receive performance-based pay; annual RSUs are time-based and vest on the earlier of one year from grant or the next annual meeting; acceleration on change-in-control, death or disability; mandatory retirement policy allows continued vesting on schedule .
Other Directorships & Interlocks
| Company | Segment Relationship to SAIC | Potential Interlock/Conflict Consideration |
|---|---|---|
| Oxford Industries (Apparel) | Consumer apparel; no apparent customer/supplier overlap with SAIC’s government/defense focus | Low conflict risk; role centered on audit oversight |
| Chick-fil-A (Private QSR) | Quick-service restaurants; unrelated to SAIC’s government services | Low conflict risk |
| HD Supply (past) | Industrial distribution; historical role ended 2020 | No ongoing conflict |
Expertise & Qualifications
- Financial/Audit expertise: Big Four partner-level audit leadership; classified as audit committee “financial expert” at SAIC and Oxford Industries .
- Governance: Prior service on nominating and diversity advisory boards at KPMG; current chair of SAIC Audit Committee and member of SAIC Nominating & Corporate Governance .
Equity Ownership
| As of April 7, 2025 | Shares | Notes |
|---|---|---|
| Common stock owned | 5,390 | Direct ownership |
| Unvested time-based RSUs counted at 50% for guidelines | 1,451 (unvested); counts 50% toward guideline | Unvested RSUs at FY2025 end |
| Total beneficial (common + options/RSUs within 60 days) | 6,841 | Proxy total; none pledged |
| Shares outstanding (for % calc) | 47,167,287 | As of April 7, 2025 |
Ownership as % of shares outstanding (approximate): 6,841 / 47,167,287 ≈ 0.014%. Based on proxy-reported beneficial ownership and shares outstanding .
- Director ownership guideline: Must hold ≥5x annual cash retainer; board states all directors met or are making adequate progress toward guidelines; prohibited from hedging/pledging SAIC stock, and must pre-clear any transactions .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024-06-05 | Award (RSUs/Common) | 1,451 | $0.00 | 6,341 | |
| 2025-03-27 | Open-market purchase | 500 | $110.58 | 6,841 | |
| 2025-06-04 | Award (RSUs/Common) | 1,644 | $103.43 | 8,485 |
Governance Assessment
- Board effectiveness: McGuirt’s audit leadership and SEC-defined “financial expert” status strengthen financial reporting oversight; the Audit Committee’s responsibilities cover internal controls, external auditor oversight, risk assessment, and legal compliance—areas aligned to investor confidence .
- Independence and attendance: Independent status, 100% meeting attendance, and active committee work indicate strong engagement and governance quality .
- Ownership alignment: Complies or progressing toward robust 5x retainer ownership guideline; no pledging/hedging allowed; recent open-market purchase (500 shares) further aligns interests with shareholders .
- Conflicts/related-party risk: Company reports no related-party transactions in FY2025; oversight of related-party approvals sits with Nominating & Corporate Governance post committee reallocation—no red flags identified related to McGuirt .
- Shareholder signals: Strong director election support and Say-on-Pay approvals (2025 and 2024) suggest broad investor confidence in governance and oversight .
RED FLAGS
- None identified: No related-party transactions; prohibitions on hedging/pledging; high attendance; independent audit chair; strong shareholder support in 2025 vote .
Notes on Committee Assignments and Chair Roles
- SAIC Audit Committee Chair; SAIC Nominating & Corporate Governance member .
- All Audit Committee members independent and designated “financial experts”; McGuirt’s leadership spans internal audit plan approval, external auditor oversight, ICFR reviews, and major financial risk oversight .
- Equity grants to directors are time-based RSUs that vest on the earlier of one year or next annual meeting; accelerated vesting on change in control, death or disability; retirement under mandatory policy maintains scheduled vesting .
Director Compensation Mix and Structure
| Mix Component | FY2025 Value | Structure |
|---|---|---|
| Cash (retainer + chair + meeting fees) | $146,250 | Fixed; quarterly; meeting fees for meetings beyond standard count |
| Equity (RSUs) | $170,000 (1,451 RSUs) | Time-based vest; annual grant to non-employee directors |
| Total | $316,250 | No performance-based component for directors |
Equity awards vest on the earlier of one year from grant or the next annual meeting; deferral plan available for cash .
Additional Voting and Policy Context
- Mandatory retirement: 75 for independent directors; 65 for employee directors .
- Majority voting in uncontested elections; resignation policy for incumbents failing to secure a majority .
- Risk oversight reallocation: In March 2025, board dissolved Risk Oversight Committee, shifting tech-related risks to the new Technology Committee and governance/compliance/related-party review to Nominating & Corporate Governance .