2024 SAIC Corporate Responsibility Report: Corporate Governance

2024 SAIC Corporate Responsibility Report

Core to our SAIC culture are our strong corporate values — integrity, innovation and inclusion. These beliefs drive how we operate every day for our shareholders, employees, customers and other stakeholders. We demand integrity, accountability, transparency and the highest ethical standards from the Board of Directors and every individual employee.

Corporate Governance

Strong corporate governance is core to SAIC’s culture. We operate every day for our shareholders, employees, customers and other stakeholders. Our corporate governance goes further than simple compliance: It is about doing the right thing without exception.

Board of Directors 

SAIC’s Board of Directors governs the standards by which we operate and oversees our strategy, risk, operations and reporting. The Board sets expectations through several documents, such as the company’s Corporate Governance Guidelines and Code of Conduct. You can find information about SAIC’s corporate governance in our FY24 SAIC Proxy Statement, as filed with the U.S. Securities and Exchange Commission or on our Investor Relations website at investors.saic.com by clicking on Corporate Governance.

SAIC’s Board has 11 members, 10 of whom are independent. Donna Morea, a non-executive director who is a woman, chairs the Board. As a leader in board diversity, members voluntarily disclose that 45.5% identify as women and 54.5% identify as men. Additionally, four Board members self-identify as from underrepresented races or ethnicities with three identifying as African American or Black, one as Hispanic or Latinx, one as two or more races or ethnicities; eight Board members identify as white.

The directors bring a variety of expertise, experience and viewpoints to the Board yet work as a team for the benefit of all SAIC stakeholders, aligning their interests to those of the company’s shareholders. The Board adheres to director and executive stock ownership guidelines, and non-employee directors receive annual equity grants.

Board members believe in accountability for themselves, adhering to the highest ethical standards, and evaluating and improving their performance annually through:

• Required self-evaluations
• Required committee self-evaluations
• Review of the independence of the Board
• Orientation and education programs
• Continuing education in ethics and compliance
• Adherence to the standards in our Corporate Governance Guidelines
• Certification of the SAIC Code of Conduct

Learn more about our Committee Composition on our Investor Relations website at investors.saic.com.

Risk Oversight 

The Board and its committees monitor risk regularly throughout the year. The Board considers, along with other factors, the risks facing SAIC.

RESPONSIBLE AI 

SAIC’s Artificial Intelligence Council, which our executive leadership team oversees, is composed of the company’s chief risk officer, chief information officer, general counsel representation and our senior vice president of digital innovation. They work to ensure responsible use of AI through governance; ethical use and development; buying and selling of AI products and services; written policies and developing guidance for the company. They also provide oversight for our AI Center of Excellence.

Learn more about Corporate Governance at SAIC in SAIC's 2024 Corporate Responsibility Report