Caci International Inc DEF 14A, filed Sep 6, 2024

Caci International Inc (CACI)

DEF 14A 2024-09-06 For: 2024-10-17

View Original

Added on June 13, 2026

About this DEF 14A

Caci International Inc filed this DEF 14A on September 6, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2024.

Date and Time:	Thursday, October 17, 2024, 9:30 a.m., Eastern time.

Items of Business:	(1)	Election of 11 nominees named in our proxy statement to our Board of Directors to hold office until the 2025 Annual Meeting or until their respective successors have been elected and qualified;
	(2)	To approve on a non-binding, advisory basis the compensation of our named executive officers;
	(3)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025; and
	(4)	To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

Record Date:	Shareholders of record as of August 23, 2024 are entitled to vote at the 2024 Annual Meeting of Shareholders.

Attendance:	All shareholders are invited to attend the virtual meeting. If you wish to attend the meeting online, please review the instructions provided under “Meeting Information” on page 62 of our proxy statement.

Voting:	We encourage all shareholders to vote on the matters described in our proxy statement by Internet, phone or by using the return envelope if you received a physical copy. For additional instructions on voting your shares, please refer to the instructions under “Annual Meeting Information” on page 62 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com/events.


PROXY SUMMARY			1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			6

Board of Directors			6
Director Nomination Procedures			6
Board Composition			6
202 4 Nominees for Director			9
Executive Officers			13
CORPORATE GOVERNANCE			14

Governance Framework			14
Structure			14
Primary Governance Documents			14
Board of Directors			15
Board Leadership			15
Committee Membership and Attendance			16
Committee Responsibilities			16
Board and Committee Independence			18
Annual Board Evaluations			18
Risk Oversight			18
Succession Planning			19
Shareholder and Interested Party Communications with Directors			19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			20

Related Party Transactions			20
Compensation Committee Interlocks and Insider Participation			20
SECURITIES OWNERSHIP			21

Principal Shareholders			21
Directors and Management			22
DELINQUENT SECTION 16(A) REPORTS			23
EXECUTIVE COMPENSATION			24

Compensation Discussion and Analysis			24
Compensation Committee Report			40
Executive Compensation Tables			41
Summary Compensation Table			41
Grants of Plan-Based Awards			43
Outstanding Equity Awards at Fiscal Year-End			44
Option Exercises and Stock Vested for Fiscal Year-End 2024			45
Pension Benefits			45
Non-Qualified Deferred Compensation			46
CEO Pay Ratio			46
Pay Versus Performance			47


Severance Agreements			50
Potential Payments on Termination or Change in Control			51
DIRECTOR COMPENSATION			53

Summary			53
Director Compensation Table			54
Director Stock Ownership Guidelines			54
EQUITY COMPENSATION PLAN INFORMATION			56

AUDIT INFORMATION			57

Principal Accountant Fees and Services			57
Pre-Approval Policies and Procedures			57
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2024			58
MANAGEMENT PROPOSALS			59

Proposal 1 Election of Directors			59
Proposal 2 Advisory Vote on Executive Compensation			60
Propo sal 3 Ratification of Appointment of Independent Registered Public Accounting Firm			61
ANNUAL MEETING INFORMATION			62


Location:						Virtual meeting at www.virtualshareholdermeeting.com/CACI2024.

Date and Time:						Thursday, October 17, 2024, 9:30 a.m., Eastern time.

Record Date:						Shareholders of record as of August 23, 2024 are entitled to vote at the 2024 Annual Meeting of Shareholders

Questions about the Annual Meeting:						We encourage you to review “Annual Meeting Information” beginning on page 62 of this proxy statement for answers to common questions on attendance, voting and the rules and procedures surrounding the Annual Meeting and the business to be conducted at the Annual Meeting.


12021 Sunset Hills Road Reston, Virginia 20190 (703) 841-7800 www.caci.com			By Order of the Board of Directors

			J. WILLIAM KOEGEL, JR. Secretary September 6, 2024


	Board Recommendation	Vote Requirement	Page
Election of 11 Directors named in the Proxy Statement	FOR each nominee	Majority of Votes Cast	59
Approval of Executive Compensation on an Advisory Basis	FOR	Majority of Votes Cast	60
Ratification of the appointment of PricewaterhouseCoopers LLP	FOR	Majority of Votes Cast	61


Nominee	Age	Director Since	Independent
Michael A. Daniels Chairman of the Board, CACI International Inc Former Chairman and Chief Executive Officer, Mobile 365, Inc.	78	2013	✓
Lisa S. Disbrow Former United States Under Secretary of the Air Force	61	2021	✓
Susan M. Gordon Former Principal Deputy Director of National Intelligence	66	2020	✓
William L. Jews Former President and Chief Executive Officer, CareFirst, Inc.	72	2013	✓
Ryan D. McCarthy Former United States Secretary of the Army	51	2021	✓
John S. Mengucci President and Chief Executive Officer, CACI International Inc	62	2019
Scott C. Morrison Former Executive Vice President and Chief Financial Officer, Ball Corporation	61	-	✓
Philip O. Nolan General Partner, Blue Delta Capital Partners	65	2021	✓
Debora A. Plunkett Former Director, Information Assurance Directorate, National Security Agency	64	2018	✓
Stanton D. Sloane Former President and Chief Executive Officer of Frequency Electronics, Inc.	74	2023	✓
Charles L. Szews Former President and Chief Executive Officer of Oshkosh Corporation	66	-	✓


✓ Director Nominees are over 90% independent (Page 18)			✓ Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 18)
✓ Diversity of experience, expertise, perspectives, and backgrounds (Page 6)			✓ Board refreshment through 7 new director nominees since 2019 (Page 6)


✓ Separation of the roles of Chairman of the Board and Chief Executive Officer (Page 15)			✓ Board and Committees regularly evaluate their performance through self-assessments (Page 18)
✓ Board oversight of environmental, social and human capital management policies, practices, initiatives and reporting (Page 16)			✓ Active enterprise risk oversight by the Board and Committees (Page 18)
✓ Executive officers and directors subject to robust stock ownership requirements (Pages 24 and 54)			✓ Clawback policy to recoup any “excess” compensation awarded to our executive officers (Page 24)
✓ Audit and Risk Committee provides oversight on cybersecurity practices and related risks (Audit and Risk Committee Charter)


✓ Shareholders may act by written consent (Charter)			✓ All directors elected annually under a majority voting standard (Page 6)
✓ No “poison pill” or similar anti-takeover defenses in place			✓ All shareholders have equal voting rights (Page 62)


Name	Base Salary ($)	Annual Incentive Target ($)	Long-Term Incentive Target(1) (Equity) ($)
John S. Mengucci	1,300,000	1,950,000	10,500,000
Jeffrey D. MacLauchlan	685,000	685,000	2,000,000
DeEtte Gray	685,568	856,960	2,000,000
Todd Probert	605,880	605,880	1,500,000
J. William Koegel, Jr.	588,000	529,200	1,000,000


Qualifications			Business Characteristics
Strong Personal and Professional Ethics, Integrity and Values			We are committed to maintaining the highest level of integrity and ethics in our dealings with our employees, customers, suppliers, shareholders and the public.
Knowledge of Government/Military Procurement Needs and Policies for Expertise and Technology			We generate approximately 95% of our revenues from the federal government, and service in government or in senior military positions provides perspective into working constructively with our core customers.
Policymaking Experience in Business, Government, Education or Technology			We operate in a complex business environment and senior leaders bring experience in analyzing, shaping and overseeing the execution of important operation and policy issues.
Public Company Board Experience			We are a public company and experience on other public company boards provides insights into board operations, the relationship between the Board, Chairman and CEO and the Board’s oversight responsibilities.
Financial Expertise			Our business involves complex financial transactions, and the Board advises and oversees our capital structure, financing and investment activities, financial reporting and internal controls.
Risk Oversight/Management Experience			We face security risks and operational risks that could materially affect our business, and experience understanding and overseeing various risks helps us to develop and implement appropriate policies and procedures designed to manage such risk.
Cybersecurity/Information Technology Experience			We operate in a rapidly changing security environment and our industry faces heightened cybersecurity risks due to the nature or our business.


Tenure on Board			Number of Director Nominees
More than 10 years			2
5 – 10 years			3
Fewer than 5 years			6


Michael A. Daniels, 78 Director since: 2013 Independent Chairman of the Board			Mr. Daniels brings to the board extensive C-suite executive experience in the technology industry and experience serving as a director of public companies, including software, internet, communications, cybersecurity and advanced artificial intelligence and machine learning.
Mr. Daniels serves as Chairman of the Board of CACI International. From March 2020 until January 2021, he served as Vice Chairman of the Board of CACI International. He was elected Chairman in January 2021. Mr. Daniels currently serves as a director of Blackberry (NYSE) and Two Six Technologies, both providers of cybersecurity solutions. Mr. Daniels served as Chairman and Chief Executive Officer of Network Solutions (NASDAQ), an internet company, from March 1995 until June 2000 when Verisign (NASDAQ) purchased Network Solutions. Mr. Daniels served on the Board of Directors of Verisign from 2000 to 2001 and Mercury Systems, a commercial provider of secure sensor and safety critical mission processing subsystems, from 2010 to 2022. Mr. Daniels served in a number of senior executive positions at Science Applications International Corporation, a scientific, technical and professional services firm (NYSE) including Sector Vice President and Head of Commercial and International from December 1986 to May 2004. From 1997 to 2003, Mr. Daniels served on the Board of Directors of Telcordia Technologies. Mr. Daniels served as the Chairman of the Board of Mobile 365, Inc. from May 2005 to November 2006 and served as the Chief Executive Officer from December 2005 to November 2006. Sybase acquired Mobile 365 in November 2006. Mr. Daniels was a director of Sybase (NYSE), a publicly traded global enterprise software and services company from 2007 until its acquisition by SAP in 2010. From 2007 until 2013 Mr. Daniels served as Chairman of Global Logic, a global digital engineering firm, which was acquired by Apax Partners. Mr. Daniels served as Chairman of the Board of the Logistics Management Institute from 2008 until 2017. Mr. Daniels served as the Chairman of lnvincea, an advanced cybersecurity products company, from 2010 until 2017 when lnvincea was acquired by Sophos, a UK public company. From 2017 until 2021, Mr. Daniels served as Chairman of Two Six Labs, an advanced cybersecurity products and services company, which was acquired by the Carlyle Group.
Lisa S. Disbrow, 61 Director since: 2021 Independent			Ms. Disbrow has 39 years experience in national security (in both government and public sectors), and broad experience serving on public boards for providers of technology and solutions both commercially and to government customers.
Ms. Disbrow retired as the 25th Senate-confirmed Under Secretary of the United States Air Force in June 2017. Concurrent with that position, from January 2017 through May 2017, she served as the Acting Secretary of the United States Air Force, and she previously served as the Assistant Secretary of the Air Force for Financial Management and Comptroller. Over her 32-year federal career, she held senior civilian positions on the United States Joint Staff leading joint warfighting requirements and capabilities development initiatives for the Chairman of the Joint Cheifs of Staff as the Vice Director of J8; in the National Reconnaissance Office as a Systems Engineer; and on the National Security Council under President George W. Bush. Ms. Disbrow is a retired United States Air Force Colonel, having served in intelligence, programming and operational planning positions and deployed in Operations Desert Storm/Southern Watch and her civilian recognitions include the President's Distinguished Rank and Meritorious Rank Awards. Ms. Disbrow previously served on the board of directors of Perspecta Inc through its acquisition in May 2021, and currently serves on the board of directors of Mercury Systems, Inc., a provider of secure sensor and safety critical mission processing subsystems and BlackBerry Limited, a commercial provider of software to secure Internet of Things devices, data and communications, where she is the Audit Committee Chair. Ms. Disbrow is a Senior Fellow at the Johns Hopkins University Applied Physics Lab (APL) and chairs the Board of the National Defense Industrial Association. She is an appointed member of the President’s Export Council; served as an appointed Commissioner on the US Congress’ PPBE Reform Commission; and chairs the DOD Reserve Forces Policy Board.


Meeting Agenda and Voting Matters


Corporate Citizenship


•Amended and Restated Certificate of Incorporation			•Board Committee Charters
•By-laws			•Standards of Ethics and Business Conduct
•Corporate Governance Guidelines			•Directors’ Code of Business Ethics and Conduct


Chairman
Independence:			Independent
Appointment:			Appointed by Board (Annual)
Presides at Meetings:			Board and Shareholder Meetings
Authority to Call Meetings:			Board and Shareholder Meetings
Schedule, Agendas and Materials:			Prepares Board schedules, agendas and materials based on discussion with all directors and management
Liaison:			Between directors and senior management
Strategic/Governance Responsibilities:			Consults with senior management on strategic direction and key staffing; oversees corporate financial affairs and transactions; monitors all investor relations activities


Susan M. Gordon, 66 Director since: 2020 Independent			Ms. Gordon has more than 30 years of leadership experience solving a broad spectrum of complex issues in positions involved in setting policy as well as risk tolerance and cyber security thresholds, most notably in the development of innovative technology solutions and transformative outcomes for the Intelligence Community.
Ms. Gordon was sworn in as the fifth Principal Deputy Director of National Intelligence in August 2017 and served in that role until August 2019. Prior to that, Ms. Gordon served as the Deputy Director of the National Geospatial-Intelligence Agency (NGA) from January 2015 to August 2017. In this role, she provided leadership to the agency and managed the National System of Geospatial Intelligence. Prior to her assignment with the NGA, Ms. Gordon served for 27 years at the Central Intelligence Agency, rising to senior executive positions in each of the agency’s then four directorates: operations, analysis, science and technology, and support. Ms. Gordon serves as a board member of Blacksky Technology Inc. (NYSE), a provider of geospatial intelligence solutions, and Security Scorecard and Freedom Consulting, each a private corporation. She also serves on the board of the MITRE Corporation as Vice Chairman and President of the Pallas Foundation, as a university fellow and advises private companies in the areas of technology, strategy, and leadership, both non-profit corporations.
William L. Jews, 72 Director since: 2013 Independent			Mr. Jews is a senior business and healthcare executive with over 25 years’ CEO and C-suite level experience leading organizational growth, completing successful mergers and acquisitions, achieving profit goals, and delivering superior customer service.
Mr. Jews served as Lead Independent Director and subsequently Chairman of The Ryland Group. Following a merger with Standard Pacific, which created the CalAtlantic Group, Mr. Jews served as Lead Director until the merger of CalAtlantic and Lennar Homes. Mr. Jews served as President and Chief Executive Officer of CareFirst, Inc. from January 1998 to December 2006. Previously, he served as President and Chief Executive Officer of CareFirst of Maryland, Inc., Group Hospitalization and Medical Services, Inc. in Washington, D.C. and served as Chief Executive Officer of Blue Cross Blue Shield of Delaware. He was formerly President and Chief Executive Officer of Blue Cross Blue Shield of Maryland, Inc., from April 1993 until January 1998. Mr. Jews is a director of Choice Hotels International, Inc.
Ryan D. McCarthy, 51 Director since: 2021 Independent			Mr. McCarthy has extensive experience with the Department of Defense. His service at the most senior levels within the Department of Defense provides knowledge of military procurement, the setting of policies and procedures, cybersecurity and risk thresholds across an organization.
Mr. McCarthy served as the 24th United States Secretary of the Army from September 2019 through January 2021 after having served as the 33rd Undersecretary of the Army from August 2017 through September 2019. Prior to his confirmation as the Undersecretary of the Army, Mr. McCarthy worked for Lockheed Martin Corporation in sequential vice president roles responsible for the sustainment, customer solutions and program integration of the F-35 Joint Strike Fighter program. Prior to his time at Lockheed Martin, Mr. McCarthy served as Special Assistant to the Secretary of Defense, Dr. Robert M. Gates, under two different administrations. Mr. McCarthy also served in uniform in the U.S. Army deploying with the 75th Ranger Regiment during the invasion of Afghanistan. He also serves on the boards of Striveworks, and Lynx Software Technologies, each a private corporation, and Virginia Polytechnic Institute and State University and the National Medal of Honor Museum Foundation.


John S. Mengucci, 62 Director since: 2019			A proven industry leader, Mr. Mengucci has extensive experience in business development and leading highly successful systems, solutions, and services businesses. He brings to his position deep business acumen, financial experience, strategic planning and a technology background.
Since July 1, 2019, Mr. Mengucci has been the President and Chief Executive Officer of CACI International Inc. Mr. Mengucci joined CACI as Chief Operating Officer of U.S. Operations in February 2012 and served as CACI’s Chief Operating Officer and President, U.S. Operations from July 2012 to June 2017 and CACI’s Chief Operating Officer from June 2017 to June 2019. Prior to joining the Company, Mr. Mengucci served as President of Lockheed Martin Corporation’s Information Systems and Global Solutions - Civil Product Line from 2010 through 2012 and President of Lockheed Martin Corporation’s Information Systems and Global Solutions – Defense Line from 2007 through 2010.
Scott C. Morrison, 61 New Director Nominee			Mr. Morrison possesses a wealth of leadership experience and financial expertise, gained through serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles.
Since September 2023, Mr. Morrison has served as a Senior Advisor of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers. Prior to September 2023, Mr. Morrison served in various roles at Ball Corporation including Executive Vice President and Chief Financial Officer of Ball Corporation from 2021 - 2023; Senior Vice President and Chief Financial Officer of Ball Corporation from 2010 - 2021 and Vice President and Treasurer from 2000 - 2010. Prior to his time at Ball Corporation, Mr. Morrison held various senior banking corporate roles. Mr. Morrison serves as a director for Sensient Technologies Corporation, a global manufacturer and marketer of specialty ingredients.
Philip O. Nolan, 65 Director since: 2021 Independent			Mr. Nolan has extensive operating experience in the public sector technology marketplace and substantial experience with venture capital, corporate finance, and private equity investment activities. A proven former CEO and Chairman, he brings to the Board business acumen, leadership skills and a full understanding of government procurement and the technology the company offers.
Mr. Nolan currently serves as a Managing Director at Blue Delta Capital Partners, a growth capital firm focused on the U.S. federal government technology marketplace, a position he has held since October 2018. Mr. Nolan also serves as the chairman of the board of directors for GovCIO LLC, a provider of technology and digital solutions and as a board member for MAG Aerospace and Capgemini Government Solutions, each a private corporation providing solutions and services to the U.S. government. From 2015 to 2016, Mr. Nolan was Chief Executive Officer of Camber Corporation, a private equity-backed company, where he also served on the board of directors from 2011 to 2016. Mr. Nolan served as a director for Perspecta Inc from 2018 through its acquisition in May 2021, serving as the lead independent director from 2019 to 2021. Mr. Nolan also served as chairman of the board of directors and Chief Executive Officer of Stanley Inc., a public IT company, from 2002 to 2010 and as President from 1996 to 2010. Mr. Nolan served in the US Navy on active duty and as a member of the reserves as a nuclear engineering trained submarine officer for over 24 years.


Debora A. Plunkett, 64 Director since: 2018 Independent			Ms. Plunkett served in senior leadership positions in the National Security Agency (NSA) and brings to CACI’s Board more than 30 years of national security experience in such critical mission areas as cyber security and information assurance. In addition, she brings policy creation experience from the most senior levels of the Intelligence Community as well as risk oversight and assessment experience to the Board.
Ms. Plunkett’s extensive experience in cyber and national security will further CACI’s information assurance mission in addressing serious economic and security challenges faced by the United States in the 21st century. Her previous NSA positions include Director of Information Assurance from April 2010 to November 2014 and Deputy Director of Information Assurance from August 2008 to April 2010, where she led the agency’s information assurance/cyber defense mission and directed thousands of NSA professionals worldwide. She also conceived and established the National Cyber Security Assistance Program to qualify commercial organizations for accreditation in performing cyber security services for national security systems, and advised Executive Branch decision-makers. She served on the National Security Council in the administrations of President Clinton and President George W. Bush, including the National Security Council, on cyber issues. Ms. Plunkett was the first person to serve in the newly established position of Senior Advisor to the NSA Director, from November 2014 to January 2016, with a focus on enhancing equality, diversity, and inclusion for the agency’s highly technical workforce. A highly credentialed professional, Ms. Plunkett received the Distinguished Service Medal and Exceptional Civilian Service Award from the NSA Director. She was awarded the Rank of Distinguished Executive by President Barack Obama, and the Rank of Meritorious Executive by President George W. Bush. As a recognized expert in national security, she has appeared on CBS/60 Minutes and Federal News Radio, been interviewed in the Washington Post, and given keynote addresses at high-profile cyber security and defense conferences. She currently serves on the board of directors of Nationwide Insurance, BlueVoyant, a cyber defense company, and Mercury Systems, a commercial provider of secure sensor and safety critical mission processing subsystems, and is a professor in the cybersecurity graduate program at the University of Maryland.
Stanton D. Sloane, 74 Director since: 2023 Independent			Mr. Sloane’s prior leadership roles in the aerospace and defense industry, to include business development, program management and CEO experience, provide valuable insights into company operations and efficiency, as well as strategy for further developing Defense Department business. His understanding of technology and his prior military experience provide insight into the needs of the government and military.
Mr. Sloane served as the President and Chief Executive Officer of Frequency Electronics, Inc. from May 2018 to July 2022. Prior to his appointment as President and Chief Executive Officer, Mr. Sloane served as the Chief Operating Officer of Frequency Electronics beginning September 2017. Mr. Sloane has also served as President and Chief Executive Officer of Comtech Telecommunications Corp., a communications company for both commercial and government customers worldwide, from January 2015 until September 2016. Prior to joining Comtech, Mr. Sloane was President and Chief Executive Officer and a director of Decision Sciences International Corporation, a privately-held advanced security and detection systems company, from August 2011 through January 2015. Prior to that, he served as President and Chief Executive Officer of SRA International, an information solutions company, from April 2007 through July 2011. Prior to joining SRA, he was Executive Vice President of Lockheed Martin’s Integrated Systems & Solutions from June 2004 until April 2007. He began his business career with General Electric Aerospace in 1984 and progressed through engineering, program management, and business development assignments in a variety of General Electric Aerospace and subsequently Lockheed Martin businesses. He also served as an officer in the U.S. Navy from 1976 until 1981. Mr. Sloane has previously served as a director for Frequency Electronics, Comtech Telecommunications and SRA International.


Charles L. Szews, 66 New Director Nominee Independent			Mr. Szews has vast manufacturing and technology experience serving Defense Department and commercial customers as well as international markets. In addition, he has extensive financial, audit, operational, strategic planning, and mergers and acquisition experience, from his over 20 years in roles of COO, CFO, CEO and Chairman.
From 2012 to 2015, Mr. Szews served as Chief Executive Officer of Oshkosh Corporation, a designer, manufacturer and marketer of specialty vehicles and vehicle bodies. Mr. Szews also served at Oshkosh as President and Chief Executive Officer from 2011 to 2012, as President and Chief Operating Officer from 2007 to 2011 and as Executive Vice President and Chief Financial Officer from 1997 to 2007. Prior to joining Oshkosh, Mr. Szews held a series of executive positions with Fort Howard Corporation for eight years. Prior to Fort Howard Corporation, Mr. Szews was an auditor with Ernst & Young serving in various offices and capacities over a ten-year period. Mr. Szews serves as a director for Commercial Metals Company, a producer of products for the construction industry, and Group 1 Automotive, Inc., an automobile retailer.


Name and Current Position			Previous Experience
Jeffrey D. MacLauchlan, 65 Executive Vice President, Chief Financial Officer and Treasurer (November 2022 – Present)			Senior Vice President, Finance, CACI International Inc May 2022 – November 2022; Senior Vice President, Rockwell Collins, April 2014 – December 2018; Lockheed Martin Corporation 1982 – 2014.
Gregory R. Bradford, 75 Chief Executive, CACI Limited, and President, U.K. Operations (2000 – Present)			Managing Director, CACI Limited, 1985-2000; President, U.K. Operations, since 1994; Executive Vice President, 1987 – 1994; Senior Vice President, 1986 – 1987; Vice President, 1983 – 1986.
DeEtte Gray, 54 President, U.S. Operations (July 2024 – Present)			President, Business and Information Technology Solutions, CACI International Inc July 2019 – July 2024; President, U.S. Operations, CACI International Inc 2017 – 2019; President, Intelligence & Security Sector for BAE Systems, Inc., 2012 –2017; Vice President, Lockheed Martin Information Systems and Global Solutions - Defense Product Line 2007 – 2012.
Meisha Lutsey, 51 President, Operations Support and Services (January 2021 – Present)			Senior Vice President July 2015 – January 2021, CACI International Inc.
J. William Koegel, Jr., 69 Executive Vice President, General Counsel & Secretary (March 2014 – Present)			Steptoe & Johnson, 1981-March 2014 (Partner, 1987-March 2014).


Audit and Risk:			Risks related to our tax, accounting, financial reporting systems and processes, enterprise risk management and legal and regulatory compliance.
Human Resources and Compensation:			Risks related to our compensation and benefit programs.
Corporate Governance and Nominating:			Risks related to our corporate governance and management.
Special Programs:			Risks related to our Classified Programs.


Beneficial Owner	Amount of Beneficial Ownership of Common Stock	Percent of Common Stock(1)
The Vanguard Group, Inc.(2)	2,243,197	10.06%
Blackrock, Inc.(3)	2,102,152	9.43%
Morgan Stanley(4)	1,455,618	6.53%
FMR LLC(5)	1,312,271	5.88%


Beneficial Owner	Amount of Beneficial Ownership of Common Stock(1)	Percent of Common Stock(2)(3)
John S. Mengucci	138,011(4)	*
Jeffrey D. MacLauchlan	1,867(5)	*
DeEtte Gray	33,554(6)	*
Meisha Lutsey	8,855(7)	*
Gregory R. Bradford	48,218(8)	*
J. William Koegel, Jr.	28,675(9)	*
Michael A. Daniels	11,849(10)	*
Lisa S. Disbrow	1,603(11)	*
Susan M. Gordon	2,406(11)	*
William L. Jews	7,089(11)	*
Gregory G. Johnson	6,342(11)	*
Ryan D. McCarthy	1,738(11)	*
Philip O. Nolan	1,738(11)	*
Debora A. Plunkett	2,542(11)	*
Stanton D. Sloane	528(11)	*
William S. Wallace	5,346(11)	*
All Current Executive Officers and Directors as a Group (16 in number)	300,361	1.35%


John S. Mengucci, President and Chief Executive Officer
Jeffrey D. MacLauchlan, Executive Vice President, Chief Financial Officer and Treasurer
DeEtte Gray, President, U.S. Operations(1)
Todd Probert, President, National Security and Innovative Solutions (NSIS)(2)
J. William Koegel, Jr., Executive Vice President, General Counsel and Secretary


For more than 60 years, we have delivered innovation, expertise, technology and excellence in support of our customers’ vital national security missions. Through our long-standing partnerships and relationships across the federal government, we have become a trusted provider of high-value capabilities for our nation’s highest priorities. We provide expertise and technology to our defense, intelligence and civilian customers in the following market areas: Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR); Cyber; Digital Solutions; Engineering Services; Enterprise Information Technology (IT); Mission Support; and Space. Our innovations in all of these markets deliver the quality and efficiency customers require to advance their capabilities and complete their missions. Our international operations provide a diverse mix of IT services and proprietary data and software products, serving commercial and government customers throughout the U.K., continental Europe and around the world.						Our Mission CACI is ever vigilant in helping our customers meet their greatest challenges in national security and government modernization. Our distinctive expertise and technology deliver innovation and excellence. We are a company of good character, and our dynamic team of professionals is committed to doing the right thing by performing with ethics and integrity. We take pride in our achievements and create value for employees, customers and shareholders.


•~$7.7 billion annual revenue			•Character-based culture of ethics, integrity, and operational excellence
•Veterans, active National Guardsmen and Reservists, and military spouses represent 39% of our workforce			•Fortune World's Most Admired Company
•Approximately 23,000 employees, 75% with security clearances			•Fortune America's Most Innovative Company
•Fortune 1,000 Company


DECISION SUPPORT As the Compensation Committee made its fiscal year 2024 compensation decisions, it considered that 94% of the votes cast on the Company’s fiscal year 2023 executive compensation program (the “Say on Pay” proposal) were voted in favor of the “Say on Pay” proposal at the Company’s 2023 Annual Meeting. This continued the strong support as shown in 2021’s and 2022’s 97% and 96% approval rates, respectively. The Company also actively engages with our shareholders to understand our shareholders’ views towards the program and reviews comments from shareholder advisory services.


Character	Component	Description
Fixed	Base Salary	Annual fixed portion of NEOs’ TDC designed to attract and retain experienced executives, comprising only approximately an average of 20% of our executives’ target TDC in fiscal year 2024.
At Risk	Short-Term Incentives	Cash bonus plan that rewards NEOs for achieving annual performance objectives based on Revenue and EBITDA, calculated as described below.
	Long-Term Incentives	Performance Restricted Stock Units (“PRSUs”) earned based on achievement of three-year EBITDA growth objectives. Restricted Stock Units (“RSUs”) earned over three years based on continued commitment to CACI.


Compensation Committee			The Compensation Committee uses a comprehensive process to assess performance on an ongoing basis, which includes frequent dialogue with management about financial performance relative to our goals and competitors, and assessment of corporate and individual executive accomplishments.
Independent Consultant			The Compensation Committee also asks its independent compensation consultant to assess our pay-for-performance alignment, which includes an analysis of our NEOs’ realizable pay relative to our peer group and an analysis of operational and shareholder returns relative to our peer group.


Year	Bonus Plan Performance	Average Annual Bonus Payout	% of PRSUs Earned in 3-Yr Performance Period Ending During Fiscal Year(1)
2024	CACI Revenue > Target EBITDA > Target	145.5%	104%
2023	CACI Revenue > Target EBITDA > Target	119%	134%
2022	CACI Revenue < Target EBITDA < Target	87%	116%


What We Do			What We Don’t Do
✓ More than 75% of NEO Compensation “At-Risk”			✘ No Excessive Perquisites
✓ Performance Vesting Based on Company Growth			✘ No Repricings
✓ Rigorous Stock Ownership Guidelines			✘ No Tax Gross-ups
✓ Clawback Policy			✘ No Automatic Single Trigger Equity Vesting on Change of Control


Fourth Quarter FY2023			•Developed the design of the fiscal year 2024 compensation program.
First Quarter FY2024			•Reviewed and approved the metrics and goals for the PRSUs. •Approved the performance metrics and goals for the fiscal year 2024 cash incentive plan. •Set target total direct compensation for the NEOs for fiscal year 2024.
Fiscal Year 2024			•Certified PRSU performance for completed measurement periods. •Reviewed the Company’s performance and assessed progress toward objectives. •Assessed progress toward NEO objectives. •Discussed potential program changes considering feedback from shareholders, regulatory guidance and external trends.
First Quarter FY2025			•Evaluate and discuss NEO performance. •Determine payouts for the NEOs based on achievement of the performance metrics for the annual incentive plan and PRSUs.


Booz Allen Hamilton Holding Corporation	Bread Financial Holdings, Inc.	Broadridge Financial Solutions, Inc.	Cognizant Technology Solutions Corporation
Fidelity National Information Services, Inc.	Fiserv, Inc.	Jacobs Solutions, Inc.	KBR, Inc.
L3Harris Corporation	Leidos Holdings, Inc.	MAXIMUS, Inc.	Parsons Corporation
Science Applications International Corporation	Tetra Tech, Inc.	Unisys Corporation


OUR COMPENSATION PRINCIPLES Our compensation programs for NEOs are guided by three basic principles: Link compensation to performance. We believe that compensation levels should reflect performance - both the performance of CACI and the performance of the recipient. Maintain competitive compensation levels. We strive to offer programs and levels of compensation that are competitive with those offered by the Company’s peer group to attract, retain and reward our NEOs. The Committee evaluates TDC for each Executive Officer relative to the median of the Company’s peer group. Align management’s interests with those of shareholders. We seek to implement programs that will align management’s interests with those of shareholders and increase long-term shareholder value by granting long-term equity incentive awards each year.


	Component	Average Percentage of FY24 TDC(1)	Role
Fixed	Base Salary	20%	•To provide a stable, reliable monthly income •Set at levels that should generally comprise a low percentage of total target compensation
	Benefit Plans	N/A	•To provide opportunity for deferring income taxes on a portion of annual income
At Risk	Annual Incentive Compensation	21%	•To reward the achievement of annual financial goals •Links compensation to short-term performance since award amounts are determined for the fiscal year based on actual results •Time horizon: 1 year
	Long-Term Equity Incentives	59%	•Aligns executive interests with those of shareholders as potential value of awards increases or decreases with earnings (PRSUs) •Retains executive officers through multi-year vesting (PRSUs and RSUs) •Time horizon: 3 years (PRSUs and RSUs)