Timothy Mayopoulos
Science Applications InternationalAbout Timothy J. Mayopoulos
Independent director of SAIC since 2015; age 66. Former President & CEO of Fannie Mae (2012–2018), President of Blend Labs (2019–2023), and FDIC‑appointed CEO of Silicon Valley Bridge Bank during March 2023; earlier roles include CAO, General Counsel & Corporate Secretary at Fannie Mae, and EVP & General Counsel at Bank of America, bringing deep financial, capital markets, and legal expertise in highly regulated sectors . He serves on SAIC’s Audit, Human Resources & Compensation, and Nominating & Corporate Governance Committees, and meets SEC/Nasdaq independence and audit committee financial expert requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal National Mortgage Association (Fannie Mae) | President & Chief Executive Officer | Jun 2012 – Oct 2018 | Led GSE in post-crisis period; significant capital markets and regulatory experience . |
| Fannie Mae | Chief Administrative Officer | 2010 – 2012 | Senior operating oversight and governance responsibilities . |
| Fannie Mae | General Counsel & Corporate Secretary | 2009 – 2012 | Legal, compliance, governance oversight . |
| Bank of America Corporation | EVP & General Counsel | Prior to 2009 | Large‑scale financial institution legal leadership . |
| Blend Labs, Inc. | President | Apr 2019 – Mar 2023 | Enterprise software operating leadership, fintech domain expertise . |
| Silicon Valley Bridge Bank, N.A. | President & CEO (FDIC‑appointed) | Mar 2023 (weeks) | Crisis stabilization; operational risk management . |
External Roles
| Company | Role | Committees/Positions | Notes |
|---|---|---|---|
| LendingClub Corporation | Director | Chairs Operational Risk Committee; member, Credit Risk & Finance; previously served on Audit | Fintech marketplace bank; risk oversight leadership . |
| Blend Labs, Inc. | Director | Board member | Digital lending platform . |
| Valon Technologies, Inc. | Director | Board member | Digital mortgage servicing; private company . |
| Bilt Technologies | Director | Board member | Payments and credit card company . |
Board Governance
- Committee assignments: Audit; Human Resources & Compensation; Nominating & Corporate Governance .
- Audit Committee: Each member, including Mayopoulos, meets SEC/Nasdaq independence and financial literacy, and qualifies as an audit committee financial expert .
- Independence: SAIC states 10 of 11 directors are independent; the Chair is an independent, non‑executive director (Donna Morea) .
- Attendance: Directors attended 100% of Board and committee meetings in fiscal 2025; four full Board meetings and seven independent director‑only sessions were held .
- Risk oversight: Risk Oversight Committee dissolved March 26, 2025; responsibilities reallocated to Technology Committee and Nominating & Corporate Governance (which reviews related‑party transactions) .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | RSUs Granted (#) | Vesting & Terms |
|---|---|---|---|---|
| 2025 | 125,000 | 170,000 | 1,451 | RSUs vest on earlier of one year from grant or next annual meeting; accelerated upon Change in Control, Death, Disability; continued vesting if retire due to mandatory policy . |
| 2024 | 138,250 | 165,000 | 1,600 | RSUs vest earlier of one year or next annual meeting; policy increased FY2025 grant value to $170,000 effective Jan 1, 2024 . |
- Program structure: Annual director cash retainer $125,000 (FY2025); committee chair retainers generally $20,000 (Nominating chair $15,000); Independent Chair retainer $200,000; $2,000 per meeting beginning with the second meeting above the standard number; Audit Chair retainer increased $5,000 effective Jan 1, 2025 .
- Compensation oversight: Director pay reviewed by independent consultant FW Cook; mix primarily cash + time‑based RSUs .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based metrics in director pay | None; non‑employee director awards are time‑based RSUs without financial/TSR metrics . |
Other Directorships & Interlocks
| External Entity | Relationship to SAIC | Potential Interlock/Conflict Notes |
|---|---|---|
| LendingClub; Blend Labs; Valon; Bilt | Director roles | SAIC reports no related‑party transactions in FY2025; Nominating & Corporate Governance oversees related‑party reviews post March 26, 2025 . |
- SAIC policy: Non‑employee directors may not serve on more than four other publicly‑traded boards; independence and ethics emphasized in selection criteria .
Expertise & Qualifications
- Executive leadership in financial institutions and fintech, with capital markets depth; legal and governance background as GC/Corp Sec; experience operating in highly regulated businesses .
- Risk oversight experience via LendingClub committees (Operational Risk chair; Credit Risk & Finance; prior Audit) .
Equity Ownership
| As of Apr 7, 2025 | Common Stock | Options and RSUs (within 60 days) | Unvested RSUs | Total Beneficially Owned | Pledging/Hedging |
|---|---|---|---|---|---|
| Timothy J. Mayopoulos | 6,476 | 1,451 | 1,451 | 7,927 | None pledged; company prohibits hedging/pledging and margin purchases for directors . |
- Director ownership guidelines: Hold shares valued at ≥5x annual cash retainer; 50% of unvested time‑based RSUs count; all directors were compliant or making adequate progress in FY2025 .
Governance Assessment
- Strengths: Independent director with audit committee financial expert status; 100% meeting attendance; robust director ownership guidelines and compliance; prohibitions on hedging/pledging; independent chair; and related‑party transaction oversight centralized in Nominating & Corporate Governance Committee .
- Compensation alignment: Mix of cash and time‑based RSUs, no performance metrics for directors—a standard market practice; RSU vesting tied to annual meeting cadence, with reasonable CIC/retirement provisions; oversight by independent consultant supports pay discipline .
- Shareholder signals: Prior year Say‑on‑Pay approval ~97% indicates broad investor support for compensation governance, though focused on NEOs; positive governance context for board oversight .
- Conflicts and red flags: No related‑party transactions in FY2025; no pledged shares; no delinquent Section 16 filings noted for Mayopoulos (one late filing referenced for a different individual); multiple fintech board roles present potential informational interlocks, but no SAIC‑specific conflicts disclosed; monitor time commitments consistent with SAIC’s board service limits .
Overall signal: Strong independence, risk and financial expertise, full attendance, and alignment via ownership policies underpin investor confidence; absence of related‑party exposure and adherence to trading/pledging prohibitions mitigate conflict risk .