Caci International Inc DEF 14A, filed Sep 8, 2023

Caci International Inc (CACI)

DEF 14A 2023-09-08 For: 2023-10-19

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Added on June 13, 2026

About this DEF 14A

Caci International Inc filed this DEF 14A on September 8, 2023.

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☐			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/CACI2023.

Date and Time:	Thursday, October 19, 2023, 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 2024 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 approve on a non-binding, advisory basis the frequency of votes to approve the compensation of our named executive officers;
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024; and
	(5)	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 25, 2023 are entitled to vote at the 2023 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 64 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 64 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
2023 Nominees for Director			9
Executive Officers			14
CORPORATE GOVERNANCE			15

Governance Framework			15
Structure			15
Primary Governance Documents			15
Board of Directors			16
Board Leadership			16
Committee Membership and Attendance			17
Committee Responsibilities			17
Board and Committee Independence			19
Annual Board Evaluations			19
Risk Oversight			19
Succession Planning			20
Shareholder and Interested Party Communications with Directors			20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			21

Related Party Transactions			21
Compensation Committee Interlocks and Insider Participation			21
SECURITIES OWNERSHIP			22

Principal Shareholders			22
Directors and Management			23
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 2023			45
Pension B e nefits			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
Change of Independent Registered Public Accounting Firm			57
Pre-Approval Policies and Procedures			58
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2023			59
MANAGEMENT PROPOSALS			60

Proposal 1 Election of Directors			60
Proposal 2 Advisory Vote on Executive Compensation			61
Proposal 3 Advisory Vote on the Frequency of Votes on Executive Compensation			62
Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm			63
ANNUAL MEETING INFORMATION			64


Location:						Virtual meeting at www.virtualshareholdermeeting.com/CACI2023.

Date and Time:						Thursday, October 19, 2023, 9:30 a.m., Eastern time.

Record Date:						Shareholders of record as of August 25, 2023 are entitled to vote at the 2023 Annual Meeting of Shareholders.

Questions about the Annual Meeting:						We encourage you to review “Annual Meeting Information” beginning on page 64 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 8, 2023


	Board Recommendation	Vote Requirement	Page
Election of 11 Directors named in the Proxy Statement	FOR each nominee	Majority of Votes Cast	60
Approval of Executive Compensation on an Advisory Basis	FOR	Majority of Votes Cast	61
Approval of Frequency of Votes on Executive Compensation on an Advisory Basis	1 year	Plurality of Votes Cast	62
Ratification of the appointment of PricewaterhouseCoopers LLP	FOR	Majority of Votes Cast	63


Nominee	Age	Director Since	Independent
Michael A. Daniels Chairman of the Board, CACI International Inc Former Chairman and Chief Executive Officer, Mobile 365, Inc.	77	2013	✓
Lisa S. Disbrow Former United States Under Secretary of the Air Force	60	2021	✓
Susan M. Gordon Former Principal Deputy Director of National Intelligence	65	2020	✓
William L. Jews Former President and Chief Executive Officer of CareFirst, Inc.	71	2013	✓
Gregory G. Johnson Admiral, U.S. Navy (Ret.); Founder, Snow Ridge Associates	77	2006	✓
Ryan D. McCarthy Former United States Secretary of the Army	50	2021	✓
John S. Mengucci President and Chief Executive Officer, CACI International Inc	61	2019
Philip O. Nolan General Partner, Blue Delta Capital Partners	64	2021	✓
Debora A. Plunkett Former Director, Information Assurance Directorate, National Security Agency	63	2018	✓
Stanton D. Sloane Former President and Chief Executive Officer of Frequency Electronics, Inc.	73	2023	✓
William S. Wallace General, US Army (Ret.); Former Commander, Fifth U.S. Corps.	76	2009	✓


✓ Director Nominees are over 90% independent (Page 19)			✓ Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 19)
✓ Diversity of experience, expertise, perspectives, and backgrounds (Page 6)			✓ Board refreshment through 7 new director nominees since 2018 (Page 6)


✓ Separation of the roles of Chairman of the Board and Chief Executive Officer (Page 16)			✓ Board and Committees regularly evaluate their performance through self-assessments (Page 19)
✓ 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 19)
✓ 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 64)


Name	Base Salary ($)	Annual Incentive Target ($)	Long-Term Incentive Target(1) (Equity) ($)
John S. Mengucci	1,050,000	1,575,000	6,700,000
Jeffrey D. MacLauchlan	650,000	650,000	2,000,000
DeEtte Gray	659,200	824,000	1,400,000
Todd Probert	561,000	561,000	1,200,000
J. William Koegel, Jr.	541,584	487,426	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.
Government Procured Technology and Expertise Offerings			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, 77 Director since: 2013 Independent Chairman of the Board			Mr. Daniels brings to the board extensive 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 from 2010 to 2022, a commercial provider of secure sensor and safety critical mission processing subsystems. Mr. Daniels served in a number of senior executive positions at Science Applications International Corporation (SAIC), 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 (LMI) 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, 60 Director since: 2021 Independent			Ms. Disbrow has over 32 years of experience in the national security industry 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 national security career, she held senior civilian positions on the United States Joint Staff leading joint warfighting requirements and capabilities development initiatives for the CJCS 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/Northern Watch. 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 commercial 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). She is an Appointed member of the President’s Export Council; a Commissioner on the US Congress’ PPBE Reform Commission; and serves on 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, 65 Director since: 2020 Independent			Ms. Gordon has more than 30 years of leadership experience across a broad spectrum of complex issues, 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 Avantus Federal, OneWeb Technologies and Freedom Consulting, each a private corporation. She also serves on the board for the Pallas Foundation, as a university fellow and advises private companies in the areas of technology, strategy, and leadership.
William L. Jews, 71 Director since: 2013 Independent			Mr. Jews is a senior business and healthcare executive with over 25 years’ 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. Upon 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. 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. In the past five years, Mr. Jews has also served as a director of the Ryland Group, Inc. and the CalAtlantic Group, Inc.
Gregory G. Johnson, 77 Director since: 2006 Independent			As the former Commander, U.S. Naval Forces Europe and Africa, and Commander in Chief, Allied (NATO) Forces Southern Europe, Admiral Johnson (Retired) brings to the Board valuable insights into the Department of Defense, intelligence and international communities.
Since retiring from the U.S. Navy in 2004, Admiral Johnson founded Snow Ridge Associates, a provider of strategic advice and counsel. During his 36-year naval career, Admiral Johnson commanded at every level. He was most recently responsible for naval operations throughout the 91 nations and adjacent seas of the European and African Areas of Responsibility. He developed substantive policy-level relationships with many of those nations, particularly those with maritime equities. Admiral Johnson’s NATO duties included operational-level command of the peace support operations in Bosnia-Herzegovina and Kosovo, as well as NATO missions in Macedonia, Albania, and other Southeastern European nations. Admiral Johnson oversaw the successful implementation of NATO’s Operation Active Endeavor (Mediterranean maritime intercept operations), assumed command of the NATO Response Force at the Istanbul Summit in June 2004, oversaw NATO’s contributions to the Hellenic Republic of Greece’s security efforts during the 2004 Olympics, and was responsible for the establishment of NATO’s training support mission in Iraq. During his naval career, Admiral Johnson was assigned to several senior policy positions in Washington, most notably serving as the executive assistant to the Chairman, Joint Chiefs of Staff (1992 to 1993) and military assistant, first to the Deputy Secretary of Defense and subsequently to the Secretary of Defense (1997 to 2000). Admiral Johnson is active on numerous non-profit boards and serves in several civic and community organizations and institutions.


Ryan D. McCarthy, 50 Director since: 2021 Independent			Mr. McCarthy has extensive experience with the Company’s customers having served at the most senior levels within the Department of Defense.
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 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 OneWeb Technologies, Striveworks, and Lynx Software Technologies, each a private corporation.
John S. Mengucci, 61 Director since: 2019			A proven industry leader, Mr. Mengucci has extensive experience in business development and leading highly successful systems, solutions, and services businesses.
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.
Philip O. Nolan, 64 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.
Mr. Nolan currently serves as 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, having previously served as a Venture Partner since November 2017. Mr. Nolan also serves as the chairman of the board of directors for GovernmentCIO LLC, a provider of technology and digital solutions. 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 – 2021. Mr. Nolan also served as chairman of the board of directors and Chief Executive Officer of Stanley Inc., an IT company, from 2002 to 2010, where he also served as President from 1996 to 2010.


Debora A. Plunkett, 63 Director since: 2018 Independent			Ms. Plunkett has served in senior leadership positions in the National Security Agency (NSA) and brings CACI’s Board more than 30 years of national security experience in such critical mission areas as cyber security and information assurance.
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, 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, is a Senior Fellow at Harvard University’s Belfer Center, and a professor in the cybersecurity graduate program at the University of Maryland.
Stanton D. Sloane, 73 Director since: 2023 Independent			Mr. Sloane’s prior leadership roles in the aerospace and defense industry, provide valuable insights into company operations and efficiency, as well as strategy for further developing Defense Department business.
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 the Company since 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.


William S. Wallace, 76 Director since: 2009 Independent			General Wallace brings to the Board a 39-year record of military service and experience.
From 2005 to 2008, General Wallace led more than 50,000 soldiers and civilian employees at 33 Army schools. He was the architect of the Army’s reorganization in continuation of military operations in Iraq and Afghanistan. He developed the organizational, technical, and warfighting requirements for the Future Combat Systems and other Army modernization efforts. Prior to this, General Wallace was Commanding General of the Army Combined Arms Center from 2003 to 2005, Ft. Leavenworth, Kansas, where he was responsible for the development of new and emerging Army and Joint doctrine, providing the intellectual foundation for military leadership in the 21st century. As Commander of the Fifth U.S. Corps from 2001 to 2003, during the opening campaign of Operation Iraqi Freedom, General Wallace led 140,000 soldiers from Kuwait to Baghdad, and subsequently directed the occupation of Western and Northern Iraq. He served as Commander of the Joint Warfighting Center from 1999 to 2001; Commanding General of the 4th Infantry Division ─ the Army's first “digitized” division that incorporated new C4ISR technologies ─ from 1997 to 1999; and Commanding General of the National Training Center from 1995 to 1997. General Wallace is a 1969 graduate of the United States Military Academy at West Point.


Name and Current Position			Previous Experience
Jeffrey D. MacLauchlan, 64 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, 74 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.
Meisha Lutsey, 50 President, Operations Support and Services (January 2021 – Present)			Senior Vice President July 2015 – January 2021, CACI International Inc.
DeEtte Gray, 53 President, Business and Information Technology Solutions (July 2019 – Present)			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.
Todd Probert, 57 President, National Security and Innovative Solutions (July 2020 – Present)			President, Defense and Security for CAE Inc., January 2020 – June 2020; Vice President C2, Space and Intelligence for The Raytheon Company, July 2019 – January 2020; Vice President, Mission Support and Modernization for The Raytheon Company, October 2014 – July 2019.
J. William Koegel, Jr., 68 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, 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)	2,356,435	10.4%
Blackrock, Inc.(3)	2,137,716	9.4%
Morgan Stanley(4)	1,405,761	6.2%
FMR LLC(5)	1,303,829	5.8%


Beneficial Owner	Amount of Beneficial Ownership of Common Stock(1)	Percent of Common Stock(2)(3)
John S. Mengucci	111,441(4)	*
Jeffrey D. MacLauchlan	1,138(5)	*
DeEtte Gray	27,447(6)	*
Meisha Lutsey	6,668(7)	*
Todd Probert	5,226(8)	*
Gregory R. Bradford	46,508(9)	*
J. William Koegel, Jr.	25,243(10)	*
Michael A. Daniels	10,689	*
Lisa S. Disbrow	1,075	*
Susan M. Gordon	1,878	*
William L. Jews	8,561	*
Gregory G. Johnson	6,289	*
Ryan D. McCarthy	1,210	*
Philip O. Nolan	1,210	*
Debora A. Plunkett	1,835	*
Stanton D. Sloane	—	*
William S. Wallace	4,818	*
All Current Executive Officers and Directors as a Group (17 in number)	269,257	1.2%


John S. Mengucci, President and Chief Executive Officer Jeffrey D. MacLauchlan, Executive Vice President, Chief Financial Officer and Treasurer DeEtte Gray, President, Business and Information Technology Solutions (BITS) Todd Probert, President, National Security and Innovative Solutions (NSIS) J. William Koegel, Jr., Executive Vice President, General Counsel and Secretary Thomas A. Mutryn, Former Executive Vice President, Chief Financial Officer and Treasurer1


For more than 60 years, we have delivered innovation, expertise, technology, and excellence in support of our customers’ vital national missions to defeat global terrorism, secure the homeland, and improve government services. Through our long-standing customer relations across the federal marketplace, we have become a trusted provider of high-value innovations for our nation’s highest priorities. We provide expertise and technology to our defense, intelligence, and civilian customers in the following market areas: Digital Solutions; Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance (C4ISR), Cyber, & Space; Engineering Services; Enterprise Information Technology (IT); and Mission Support. 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.


•~$6.7 billion annual revenue			•Character-based culture of ethics, integrity, and operational excellence
•Veterans, active National Guardsmen and Reservists, and military spouses represent 37% of our workforce			•A Fortune World’s Most Admired Company – 7th in IT Services Worldwide
•Approximately 23,000 employees, 75% with security clearances


DECISION SUPPORT As the Compensation Committee made its fiscal year 2023 compensation decisions, it considered that 96% of the votes cast on the Company’s fiscal year 2022 executive compensation program (the “Say on Pay” proposal) were voted in favor of the “Say on Pay” proposal at the Company’s 2022 Annual Meeting. This continued the strong support as shown in 2021’s and 2020’s 97% and 97% 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 21% of our executives’ target TDC in fiscal year 2023.
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)
2023	CACI Revenue > Target EBITDA > Target	119%	134%
2022	CACI Revenue < Target EBITDA < Target	87%	116%
2021	CACI Net Income > Target CACI Revenue < Target CACI EPS > Target	224%	124%


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 FY2022			•Developed the design of the fiscal year 2023 compensation program. •Approved the performance metrics and goals for the fiscal year 2023 cash incentive plan. •Set target total direct compensation for the NEOs for fiscal year 2023.
First Quarter FY2023			•Reviewed and approved the metrics and goals for the PRSUs.
Fiscal Year 2023			•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 FY2024			•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 FY23 TDC(1)	Role
Fixed	Base Salary	21%	•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	23%	•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	56%	•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)