Steven Shane

About Steven R. Shane

Steven R. Shane, age 67, has served on SAIC’s Board since 2013 and is an independent director. He chairs the Human Resources and Compensation Committee and serves on the Technology Committee. Shane is a former Accenture partner with a 30-year career, including Managing Partner of Accenture’s North America Public Service business; he currently consults at LH&P, LLC, providing strategic advice to senior executives in major U.S. financial institutions .

Past Roles

External Roles

Board Governance

• Independence: SAIC determined all directors except the CEO are independent; ten of eleven directors qualify as independent .
• Years of service: Director since 2013 .
• Committee assignments: Compensation (Chair); Technology; member of Risk Oversight Committee during FY2025 until its dissolution on March 26, 2025 .
• Meeting frequency and attendance: Board met 4 times; independent director-only executive sessions held 7 times; directors attended 100% of Board and committee meetings in FY2025 . Independent, Non-Executive Chair: Donna S. Morea .
• Compensation Committee composition and independence: Members—Shane (Chair), Graham, Mayopoulos, Morea, Reagan; all independent; 5 meetings held in FY2025 .
• Audit Committee: 4 meetings held; all members independent and “financial experts” .
• Risk Oversight Committee: dissolved effective March 26, 2025; 4 meetings held in FY2025 .

Fixed Compensation

• Notes: Cash retainers paid quarterly in advance; Audit Chair retainer increased by $5,000 effective January 1, 2025; Independent Chair receives additional $200,000 (policy) .

Performance Compensation

• Directors receive time-based RSUs (no performance conditions) .

Other Directorships & Interlocks

• Related party transactions: None in FY2025 where any related party had a direct or indirect material interest .

Expertise & Qualifications

• Financial and technology systems expertise from leading Accenture’s Public Service practice (government IT) and major banking engagements; current consulting to large financial institutions .
• Board/committee leadership: Compensation Committee Chair; experience overseeing executive pay and succession .

Equity Ownership

• None of the directors beneficially own more than 1% of SAIC; all directors and officers as a group own ~0.44% of common stock; no shares have been pledged .
• Director stock ownership guidelines: at least 5x annual cash retainer; directors must hold shares acquired under equity programs until target value achieved; counting includes outright shares, trusts, and 50% of unvested time-based RSUs; all Board members were compliant or making adequate progress in FY2025 .
• Hedging/pledging policy: Prohibits short selling, hedging, and pledging by directors; pre-clearance required for all transactions .

Governance Assessment

• Strengths:
  • Clear independence, strong attendance (100%), robust executive session cadence (7), and an independent Chair structure .
  • Compensation Committee chaired by Shane; uses independent consultant FW Cook; no compensation committee interlocks; common best-practice features (double-trigger CIC, clawbacks, no excise tax gross-ups) signal governance quality .
  • Director equity is time-based RSUs with straightforward vesting; director ownership guidelines (5x retainer) and anti-hedging/pledging enhance alignment and risk control .
  • Shareholder support: 2024 Say-on-Pay ~97% approval indicates broad endorsement of compensation framework overseen by the committee .
• Considerations:
  • FY2025 TSR was -15% while NEO short-term incentives paid at 132.3% of target and PSUs for the 2023–2025 period earned at 134.2% of target; ongoing scrutiny of performance metric calibration versus shareholder returns remains prudent for pay-for-performance alignment .
• RED FLAGS:
  • None identified related to attendance, independence, hedging/pledging, or related-party transactions in FY2025 .