Yvette Kanouff
Science Applications InternationalAbout Yvette M. Kanouff
Independent director at SAIC since 2019; currently Chair of the Technology Committee and a member of the Audit Committee. She is a Partner at JC2 Ventures and previously held senior operating roles at Cisco (SVP/GM, Service Provider, 2014–2019), Cablevision (EVP Engineering & Technology, 2012–2014), and SeaChange International (President, 2010–2012). Age 59; holds a Corporate Board Certificate from Harvard Business School. Tenure on SAIC’s board: ~6 years. The board classifies her as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | SVP & GM, Service Provider business | 2014–2019 | Led major service-provider tech portfolio (networking/cybersecurity) |
| Cablevision Systems | EVP, Engineering & Technology | 2012–2014 | Drove engineering/technology functions for cable/MSO operator |
| SeaChange International | President | 2010–2012 | Led video management solutions provider |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Entegris (ENTG) | Director | 2021 | Semiconductor materials/contamination control |
| Amdocs (DOX) | Director | 2020 | Software/services to communications & media |
| Sprinklr (CXM) | Director | 2018 | Customer experience software |
| JC2 Ventures | Partner | N/A | Also serves on private company boards via JC2 |
Board Governance
- Current SAIC committees: Technology Committee (Chair); Audit Committee member. The board dissolved the Risk Oversight Committee on March 26, 2025, reallocating risk duties and creating the Technology Committee to oversee AI, data, cybersecurity, privacy, and tech-related risks/opportunities; members include Kanouff (Chair), Graham, McFarland, Shane, and Townes-Whitley.
- Independence: SAIC discloses 10 of 11 directors are independent (all except CEO). The board determined all non-employee directors, including Kanouff, are independent.
- Attendance/engagement: In fiscal 2025, the board held four regular meetings and seven independent director executive sessions; directors attended 100% of board and committee meetings.
- Leadership: Independent, non-executive Chair (Donna Morea). Mandatory retirement age 75 for independent directors.
- Related-party oversight: Related-party transaction review resides with Nominating & Corporate Governance Committee post-March 26, 2025. No related-party transactions in fiscal 2025.
- Say-on-Pay context: 2024 say‑on‑pay approved by ~97% of votes cast.
Fixed Compensation (Director)
| Component | Fiscal 2025 Structure | Y. Kanouff FY25 Amount |
|---|---|---|
| Annual cash retainer | $125,000 (paid quarterly) | Included in cash total |
| Committee chair retainer | $20,000 per committee chair (Nominating Chair $15,000) | Technology Chair → included |
| Meeting fees | $2,000 per board/committee meeting beginning with the 2nd meeting above the standard count | Not separately itemized |
| Equity (RSUs) | $170,000 grant value in RSUs (1,451 units for FY25); vests at earlier of 1 year from grant or next annual meeting; accelerates on CIC/death/disability per plan | $170,000; 1,451 RSUs |
| Total cash (FY25) | Retainer + chair + applicable meeting fees | $145,000 |
| Total reported compensation (FY25) | Cash + stock | $315,000 |
- Notes:
- SAIC discontinued stock option grants for non-employee directors effective Jan 1, 2020.
- Directors may defer cash fees under SAIC’s Deferred Compensation Plan.
Performance Compensation (Director)
- SAIC does not disclose performance-based cash or PSU awards for non-employee directors; director equity is time-based RSUs (no performance metrics).
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Entegris (since 2021); Amdocs (since 2020); Sprinklr (since 2018) |
| Committee interlocks | SAIC discloses no compensation committee interlocks (none of the HRCC members were officers of SAIC; no cross-board executive interlocks). |
| Related-party transactions | None in fiscal 2025 involving directors/officers/5% holders. |
Expertise & Qualifications
- 25+ years leadership in technology (networking, cybersecurity, video, service provider) with prior senior roles at Cisco, Cablevision, SeaChange; strategy and investment background via JC2 Ventures.
- Chair of Technology Committee overseeing AI, data, cybersecurity, privacy, and tech risk—highly relevant to SAIC’s mission integration and digital modernization strategy.
- Harvard Business School Corporate Board Certificate.
Equity Ownership
| Measure | Amount | Source |
|---|---|---|
| Common stock owned directly | 9,718 shares | |
| Options outstanding (vested) | 2,006 options | |
| Unvested RSUs at FY25-end | 1,451 units | |
| Beneficial ownership (per proxy table) | 11,169 total (Common 9,718 + 1,451 Options/RSUs column) | |
| Shares outstanding (for % calc) | 47,167,287 (as of Apr 7, 2025) | |
| Ownership as % of outstanding | ~0.02% (11,169 / 47,167,287) | |
| Pledging/hedging | No shares pledged; SAIC prohibits hedging/pledging and margin purchases by directors and officers. | |
| Director ownership guideline | 5x annual cash retainer; must hold acquired shares until in compliance; Board disclosed all directors were in compliance and have met or are making adequate progress. |
Governance Assessment
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Strengths for investor confidence
- Technology Committee leadership: Chair role positions Kanouff at the center of AI/data/cyber oversight—key risk/opportunity domains for SAIC’s federal IT portfolio.
- Independence, attendance, and engagement: Independent status; 100% board/committee attendance; seven independent executive sessions.
- Alignment/ownership: RSU-based annual grants and 5x retainer ownership guideline with compliance reported; no pledging/hedging.
- Clean related-party profile: No related-party transactions in FY25; robust review process.
- Broader governance signals: Independent Chair; majority voting; strong say‑on‑pay support (~97% in 2024).
-
Potential watch items
- Board commitments: She serves on three other public boards; SAIC guidelines cap at “no more than four other public-company boards” for non-employee directors—she remains within the limit; board reviews commitments for sufficient time availability.
- Option legacy: Holds 2,006 legacy vested options (no new director option grants since 2020); not a red flag but worth noting for potential exercise/sale optics.
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Bottom line: Kanouff brings deep operator/technology expertise aligned to SAIC’s strategic tech pivot and now chairs a refocused Technology Committee with explicit oversight of AI/cyber/data risk. Combined with independence, full attendance, clean related-party profile, ownership alignment, and strong company-level governance practices, her profile supports board effectiveness and investor confidence.