Vinnie DiFronzo

About Vinnie DiFronzo

Executive Vice President (EVP) at SAIC; currently leads the Air Force, Space and Intelligence (AFSI) Business Group under the company’s consolidation to three groups effective January 31, 2026, having previously led the Air Force & Combatant Commands (COCOM) business with ~2,900 personnel worldwide . A former U.S. Air Force colonel with 3,600 flying hours (~200 combat) who commanded the 505th Command and Control Wing, 23rd Fighter Group, and 58th Fighter Squadron; graduate of the U.S. Air Force Academy and National War College with an MBA from Golden Gate University . Joined SAIC in 2015 and progressed through VP/SVP roles to EVP, with promotion into the five-group structure announced in December 2023 and reaffirmed in the November 2025 consolidation announcement . Company performance context for incentive alignment: FY25 short‑term incentive (STI) payout was 132.3% on equal-weight revenue, adjusted EBITDA, and adjusted operating cash flow; organic revenue growth was 3.1% and adjusted EBITDA margin improved 50 bps; FY23‑FY25 PSUs earned at 134.2% of target, with long-term PSU metrics tied to cumulative adjusted EBITDA, cumulative adjusted operating cash flow, and relative TSR .

Past Roles

External Roles

Fixed Compensation

• SAIC pay-for-performance design: base salary is a smaller share; variable pay dominates, with annual cash incentives and long-term equity (mix of PSUs and time-based RSUs) .
• Stock ownership guidelines for executive officers: CEO 5x salary; Other Named Executive Officers 3x; executives must hold 100% of net shares from equity awards until guideline met; hedging and pledging are prohibited .
• Clawbacks: STI and equity subject to clawback in the event of financial restatement of any reason or misconduct; independent compensation consultant; double-trigger change-in-control benefits .

Note: SAIC’s proxy discloses detailed pay only for Named Executive Officers; individual base salary/target bonus for Mr. DiFronzo (an EVP, not an NEO in FY25) is not separately disclosed .

Performance Compensation

• Annual cash incentive (STI) structure: equal-weight revenue, adjusted EBITDA, and adjusted operating cash flow; payouts from 0% to 200% with straight-line interpolation; FY25 corporate STI payout was 132.3% before leadership multiplier (0.5–1.2 range for NEOs) .

FY25 STI metrics and outcomes

• Long-term incentives (PSUs and RSUs): For FY25 grants, PSUs represent ~60% of LTI at target; RSUs vest over 3 years; PSU metrics and weights below .

FY25–FY27 PSU design

• Realized LTI performance: PSUs for FY23–FY25 earned at 134.2% of target, evidencing above-target multi‑year performance .

Equity Ownership & Alignment

• Beneficial ownership disclosure: FY25 proxy reports that no director or executive officer owns >1% of shares; all directors and executive officers as a group own ~0.44%; no shares were pledged .
• Ownership policy: executive officers must meet stock ownership guidelines (CEO 5x salary; other NEOs 3x); 50% of unvested time‑based RSUs count; hedging/shorting/derivatives and pledging/margin are prohibited; pre‑clearance is required for trades .
• Insider transactions and current reported holdings (illustrative recent filings):

Note: Some Form 4 lines coded “F” reflect shares withheld to cover taxes on vesting rather than open‑market sales; monitor net share accumulation across filings for true buying/selling pressure .

Employment Terms

• Executive Severance, Change in Control and Retirement Policy (effective Sept. 5, 2023): applies to designated eligible officers, including all active NEOs; severance contingent on signing release and a two‑year non‑compete . An 8‑K confirms an EVP (David Ray) will receive severance under this policy, indicating EVPs can be designated participants .
• Cash severance multiples:
  • Not in connection with a change in control (CIC): 1.5x salary + average of last three cash bonuses (CEO 2x) .
  • CIC double‑trigger (within 90 days prior/21 months after CIC; termination without cause or resignation for good reason): 2x salary + target bonus (CEO 3x) .
• Benefits: pro‑rata bonus; COBRA premium lump sum (18 months non‑CIC; 24 months CIC for non‑CEO); up to 12 months outplacement (max $25k) .
• Equity treatment:
  • 2013 Plan: full acceleration for options/RSUs if awards not assumed/replaced in CIC; if assumed, double‑trigger vesting within 18 months post‑CIC; PSUs pay based on earned performance plus pro‑rata for CIC year .
  • 2023 Plan: double‑trigger full acceleration for time‑based awards within 18 months post‑CIC; PSUs pay based on earned+pro‑rata for the CIC year .
  • Special Retirement: continued vesting for options/RSUs and pro‑rata PSU payout if age/service criteria met; company may terminate continued vesting for post‑retirement violations .
• No excise tax gross‑ups; “best‑net” cutback if 280G excise taxes would apply .
• Clawbacks apply to cash and equity incentives .

Risk Indicators & Red Flags

• Late Section 16 filing: one Form 4 for Mr. DiFronzo was filed late in FY25 (administrative oversight per company disclosure) .
• Hedging/pledging prohibited; company indicates no pledging by directors or executive officers as of the proxy date .
• Say‑on‑Pay governance support: ~97% approval in 2024, indicating broad investor support for program design .

Compensation Structure Analysis

• Strong pay-for-performance linkage: STI tied equally to revenue, adjusted EBITDA, and adjusted operating cash flow; FY25 payout at 132.3% reflects over‑delivery on EBITDA and cash flow despite slightly sub‑target revenue, aligning near‑term rewards with profitable growth and cash generation .
• Long‑term design balances internal financial goals and rTSR: PSUs weighted one‑third each to cumulative adjusted EBITDA, cumulative adjusted operating cash flow, and rTSR vs peers; FY23‑FY25 PSU payout at 134.2% demonstrates sustained multi‑year performance and external alignment via rTSR .
• Risk controls: robust clawback, prohibitions on hedging/pledging, ownership/holding requirements, and double‑trigger CIC protections reduce misalignment and short‑termism .

Expertise & Qualifications

• Education and credentials: U.S. Air Force Academy; National War College; MBA, Golden Gate University .
• Domain expertise: C5ISR, IT modernization, training systems, data/AI, systems integration for USAF and DoD; recognized industry speaker (POC; ExecGov coverage) .

Performance & Track Record

• Organization builder and operator: leads strategy, BD and delivery across several hundred programs supporting USAF and COCOM missions; expanded remit in 2025 consolidation by being named lead for AFSI group, indicating Board/management confidence through reorg .
• Company performance under incentive metrics: FY25 organic revenue +3.1%, adjusted EBITDA margin +50 bps; FY25 STI payout 132.3%; FY23‑FY25 PSU payout 134.2% of target .

Equity Ownership & Insider Activity Details

• As of Apr 7, 2025, company disclosed 0.44% aggregate ownership by directors and executive officers; no pledging; individual NEO compliance status disclosed, but not for Mr. DiFronzo (not an NEO in FY25) .
• Form 4 on Mar 25, 2025 reported acquisition activity including 597 shares; third‑party summaries state ~$108.85 per share and 4,572 shares held indirectly post‑filing; separate lines coded “F” in Form 4s reflect tax withholding on vesting rather than open‑market selling—monitor net adds over time .

Employment Terms (Severance/CIC/Restrictive Covenants)

• Two‑year non‑compete required for severance/retirement benefits; EVPs can be covered participants (e.g., EVP David Ray) .
• Multiples and benefits summarized above (cash, COBRA, outplacement, pro‑rata bonus); double‑trigger CIC equity treatment; special retirement continued vesting rules; best‑net 280G cutback; no tax gross‑ups .

Investment Implications

• Alignment and retention: Strong alignment via rTSR‑linked PSUs, cash flow/EBITDA emphasis, ownership/holding rules, and hedging/pledging prohibitions; two‑year non‑compete plus severance/CIC safeguards reduce near‑term flight risk for a key group leader .
• Insider signals: Recent Form 4 shows net share acquisition around March 2025; however, concurrent “F” entries (tax withholdings) mean investors should track net accumulations across filings rather than single events when assessing sentiment/selling pressure .
• Execution leverage: His expanded remit (AFSI lead in the 2025 reorg) places DiFronzo at the center of growth vectors (Air, Space, Intel); upside if BD conversion and program execution sustain EBITDA/cash flow momentum seen in FY25; monitor rTSR cohort ranking for PSU cycles as a gauge of relative value creation .
• Governance risk low: 97% Say‑on‑Pay approval and robust clawback/anti‑pledging policies; one late Form 4 (admin oversight) noted but no broader red flags disclosed .