CACI INTERNATIONAL INC /DE/
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 | ||||
_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||||||||||||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||||||||||||
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| 3 | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||||||||||
| 4 | Proposed maximum aggregate value of transaction: | |||||||||||||
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| ☐ | Fee paid previously with preliminary materials. | |||||||||||||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||||||||
| 1 | Amount Previously Paid: | |||||||||||||
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September 6, 2024
Dear Fellow Shareholder:
I cordially invite you to attend our 2024 Annual Meeting of Shareholders on October 17, 2024, at 9:30 a.m., Eastern time. The annual meeting will be conducted online through a live webcast, which is often referred to as a “virtual meeting” of shareholders. Our digital format allows shareholders to participate safely, conveniently, and effectively. Shareholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/CACI2024.
The scheduled matters to be considered and acted on at the meeting are: the election of directors; a non-binding advisory vote to approve our named executive officers’ compensation; and ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
As a shareholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting online at the meeting if you wish to do so.
Thank you for your cooperation and continued support and interest in CACI International Inc.
| Sincerely, | ||||||||||||||
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| Michael A. Daniels | ||||||||||||||
| Chairman of the Board | ||||||||||||||
IMPORTANT: Even if you plan to attend the meeting, please complete, sign, date, and return promptly the form of proxy (you can vote via the Internet, by phone, or by using the return envelope if you received a physical copy) to ensure that your vote will be counted. You may vote online at the annual meeting if you so desire, even if you previously have sent in your proxy. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous ones.
Notice of 2024 Annual Meeting of Shareholders
| Location: |
Virtual meeting at www.virtualshareholdermeeting.com/CACI2024.
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| Date and Time: |
Thursday, October 17, 2024, 9:30 a.m., Eastern time.
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| Items of Business: |
(1)
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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;
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(2)
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To approve on a non-binding, advisory basis the compensation of our named executive officers;
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(3)
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025; and
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(4)
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To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.
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| 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.
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| 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.
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12021 Sunset Hills Road
Reston, Virginia 20190
(703) 841-7800 www.caci.com |
By Order of the Board of Directors
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J. WILLIAM KOEGEL, JR.
Secretary September 6, 2024 |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON OCTOBER 17, 2024. Proxy materials are first being made available or mailed to our shareholders on or about September 6, 2024.
TABLE OF CONTENTS
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Option Exercises and Stock Vested
for Fiscal Year-End 2024
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PROXY SUMMARY
This proxy statement summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about September 6, 2024. This is only a summary, and we encourage you to read the entire proxy statement carefully before voting.
| Annual Meeting of Shareholders | ||
| Location: |
Virtual meeting at www.virtualshareholdermeeting.com/CACI2024.
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| Date and Time: |
Thursday, October 17, 2024, 9:30 a.m., Eastern time.
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| 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.
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| Meeting Agenda and Voting Matters | ||
| Board Recommendation | Vote Requirement | Page | |||||||||
| Election of 11 Directors named in the Proxy Statement |
FOR
each nominee
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Majority of Votes Cast | |||||||||
| Approval of Executive Compensation on an Advisory Basis | FOR | Majority of Votes Cast | |||||||||
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Ratification of the appointment of PricewaterhouseCoopers LLP
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FOR | Majority of Votes Cast | |||||||||
1
PROXY SUMMARY
| 2024 Director Nominees Summary | ||
The following table provides summary information about each director nominee as of August 1, 2024.
The Board and the Corporate Governance and Nominating Committee believe that each of our directors brings a strong and unique background and set of skills to the Board, giving the Board the competence and experience necessary to fulfill its oversight role and to evaluate and advise management with respect to a wide variety of matters.
| Nominee | Age | Director Since | Independent | ||||||||
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Michael A. Daniels
Chairman of the Board, CACI International Inc
Former Chairman and Chief Executive Officer, Mobile 365, Inc.
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78 | 2013 | ✓ | ||||||||
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Lisa S. Disbrow
Former United States Under Secretary of the Air Force
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61 | 2021 | ✓ | ||||||||
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Susan M. Gordon
Former Principal Deputy Director of National Intelligence
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66 | 2020 | ✓ | ||||||||
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William L. Jews
Former President and Chief Executive Officer, CareFirst, Inc.
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72 | 2013 | ✓ | ||||||||
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Ryan D. McCarthy
Former United States Secretary of the Army
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51 | 2021 | ✓ | ||||||||
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John S. Mengucci
President and Chief Executive Officer, CACI International Inc
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62 | 2019 | |||||||||
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Scott C. Morrison
Former Executive Vice President and Chief Financial Officer, Ball Corporation
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61 | - | ✓ | ||||||||
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Philip O. Nolan
General Partner, Blue Delta Capital Partners
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65 | 2021 | ✓ | ||||||||
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Debora A. Plunkett
Former Director, Information Assurance Directorate, National Security Agency
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64 | 2018 | ✓ | ||||||||
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Stanton D. Sloane
Former President and Chief Executive Officer of Frequency Electronics, Inc.
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74 | 2023 | ✓ | ||||||||
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Charles L. Szews
Former President and Chief Executive Officer of Oshkosh Corporation
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66 | - | ✓ | ||||||||
2
PROXY SUMMARY
| Corporate Governance Summary | ||
We are committed to high standards of corporate governance and have a robust corporate governance program intended to promote the long-term success of our Company. Some highlights of our corporate governance practices are listed below.
Board Composition
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✓
Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (
Page
18
)
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Board Structure and Processes
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✓
Board oversight of environmental, social and human capital management policies, practices, initiatives and reporting
(Page
16
)
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✓
Audit and Risk Committee provides oversight on cybersecurity practices and related risks
(Audit and Risk Committee Charter)
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Shareholder Rights
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✓
Shareholders may act by written consent (
Charter
)
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✓
No “poison pill” or similar anti-takeover defenses in place
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3
PROXY SUMMARY
| Executive Compensation Summary | ||
The Human Resources and Compensation Committee (the “Compensation Committee”) believes our executive compensation program should encourage and reward behaviors that build a foundation for our long-term performance and success while also supporting the achievement of annual objectives. Our performance assessment framework and executive compensation program are designed to reward such performance by linking our executives’ compensation to the achievement of both long- and short-term goals. Below is a summary of the principal components of our named executive officers’ target total direct compensation for fiscal year 2024. For additional information please review “Compensation Discussion and Analysis” on page
24
of this proxy statement.
| Name |
Base Salary
($)
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Annual Incentive Target
($) |
Long-Term Incentive Target
(1)
(Equity)
($)
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John S. Mengucci
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1,300,000 | 1,950,000 | 10,500,000 | ||||||||
| Jeffrey D. MacLauchlan | 685,000 | 685,000 | 2,000,000 | ||||||||
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DeEtte Gray
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685,568 | 856,960 | 2,000,000 | ||||||||
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Todd Probert
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605,880 | 605,880 | 1,500,000 | ||||||||
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J. William Koegel, Jr.
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588,000 | 529,200 | 1,000,000 | ||||||||
(1)
The total number of shares earned is based on the Company’s cumulative EBITDA for the three fiscal years ending on June 30, 2026 and the named executive officer’s continued employment with CACI.
| Corporate Citizenship | ||
The Board and management are committed to serving as good stewards of the environment and operating in a manner that protects the health and safety of our employees, partners, and customers, while supporting our communities. Below are a few highlights of our corporate citizenship:
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Long-standing policy of equal employment opportunity and commitment to treat employees fairly and with mutual respect.
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Implements corporate initiatives to continue to improve cyber security for both the company and our supply chain to ensure the safeguarding and privacy of data.
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Protects and improves our environmental footprint through environmental, health, and safety strategy.
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Commits to the highest legal and ethical standards in the conduct of our business by providing all employees access to its anonymous Compliance Hotline.
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Offers a variety of learning and training opportunities for our employees – at every level – for mobility and career development.
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Undertakes initiatives to expand the diversity and inclusion of its workforce, foster inclusion, promote work-life balance, and enhance the Company’s strong culture.
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Commits to military hiring, with veterans, military spouses, National Guard, and reserve employees representing more than a third of our workforce.
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Supports small and disadvantaged business, maintaining active agreements with small businesses through various federal Mentor-Protégé programs.
4
PROXY SUMMARY
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Provides STEM education funding, mentoring, and career preparation and placement to high school-aged children and to children of fallen shadow warriors.
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Supports our nation’s heroes through its philanthropic programs – veterans, active troops, and their families – who have served.
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Recognizes and awards employees who demonstrate outstanding achievement with their team, their customers, and the Company.
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Recognized as a Fortune World’s Most Admired Company, the Russell 1000 Index, and the S&P MidCap 400.
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Recognized by our employees as a Top Workplace in several U.S. locations, for consecutive years.
To learn more about CACI’s corporate social responsibility principles, approaches, and initiatives for our customers, employees, and stakeholders, please visit https://www.caci.com/corporate-social-responsibility-environmental-social-governance
.
5
BOARD
OF DIRECTORS AND EXECUTIVE OFFICERS
| Board of Directors | ||
Director Nomination Procedures
The Corporate Governance and Nominating Committee is responsible for reviewing potential Board nominees to determine whether they have the requisite qualifications, expertise and other characteristics for service on the Board and its committees and recommending qualified candidates to the Board for consideration at the Annual Meeting. In fulfillment of these responsibilities, the Corporate Governance and Nominating Committee considers the overall composition of the Board to determine whether the Board has a broad range of business experience, expertise, skills, perspectives, tenure and diversity, including gender, race and ethnicity, that allow the Board to draw upon many individual perspectives as the Board oversees, evaluates and advises management with respect to a wide variety of matters.
The Corporate Governance and Nominating Committee evaluates candidates recommended by Board members, management, shareholders or consultants utilizing the following standards:
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Demonstrated judgment, intelligence and character;
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Record of substantial business experience relevant to the Company;
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Ability to represent the interests of our shareholders;
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Understanding of executive leadership, marketing, finance and corporate strategy;
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Ability to dedicate sufficient time, energy and attention to the performance of their duties; and
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Contribution to the range of talent, skill, expertise and individual characteristics of the Board.
Any shareholder who wishes to formally nominate a person for election as a director must comply with the advance notice provisions of the Company’s By-laws which are described in this proxy statement under “Annual Meeting Information” on page
62
.
Board Composition
In order to determine the appropriate mix of professional experiences, expertise and backgrounds for the Board, the Corporate Governance and Nominating Committee and the Board discuss the Board’s composition during the year. The Company’s Corporate Governance Guidelines provide that the Board should be large enough to reflect a substantial diversity of perspectives, background and experiences and that the Board should consider the scope of diversity, inclusive of gender, race and ethnicity, represented on the Board.
6
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Qualifications, Attributes, Skills and Experience
The Board and the Corporate Governance and Nominating Committee believe that our directors bring strong and unique backgrounds, skills and perspective to the Board. As a whole, they believe the Board contains the qualifications, attributes, skills and experience necessary for the Board to fulfill its oversight role and evaluate and advise management with respect to a wide variety of matters. The following table summarizes certain key characteristics of our business and the associated qualifications, attributes, skills and experience that the Board believes is represented on our Board.
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Qualifications
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Business Characteristics
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Strong Personal and Professional Ethics, Integrity and Values
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We are committed to maintaining the highest level of integrity and ethics in our dealings with our employees, customers, suppliers, shareholders and the public.
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Knowledge of Government/Military Procurement Needs and Policies for Expertise and Technology
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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.
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Policymaking Experience in Business, Government, Education or Technology
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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.
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Public Company Board Experience
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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.
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Financial Expertise
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Our business involves complex financial transactions, and the Board advises and oversees our capital structure, financing and investment activities, financial reporting and internal controls.
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Risk Oversight/Management Experience
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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.
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Cybersecurity/Information Technology Experience
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We operate in a rapidly changing security environment and our industry faces heightened cybersecurity risks due to the nature or our business.
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7
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The following chart summarizes the skills and competencies that the Board considers valuable to effective governance and oversight and illustrates how the director nominees individually and collectively represent these key skills and competencies. The lack of an indicator for a particular item does not mean that the director does not possess that skill or competency; rather, the indicator represents that the item is a core skill or competency of that director.
| Skills and Experience | Daniels | Disbrow | Gordon | Jews | McCarthy | Mengucci | Morrison | Nolan | Plunkett | Sloane | Szews | ||||||||||||||||||||||||
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Personal and Professional Ethics and Integrity
Proven commitment to the highest levels of integrity and ethics
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• | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
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Senior Leadership
Served in senior leadership roles at large organizations
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• | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
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Government/Military Procurement
Senior leadership experience in government or the military
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• | • | • | • | |||||||||||||||||||||||||||||||
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Policy Making
Experience shaping and overseeing important operation and policy matters
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• | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
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Public Company Director
Experience serving on the boards of other public companies
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• | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||
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Financial Expertise/Literacy
Experience reviewing and overseeing financial reporting and internal controls
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• | • | • | • | • | • | • | • | |||||||||||||||||||||||||||
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Risk Oversight/Management
Experience understanding and overseeing the management of various risks
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• | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
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Cybersecurity/Information Technology
Direct experience with cybersecurity and information technology risks
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• | • | • | • | |||||||||||||||||||||||||||||||
Board Tenure
We believe that Board tenure diversity is important and careful consideration is made to achieve the appropriate balance of experience and fresh perspective. Our Board’s composition allows us to benefit both from the deep Company and industry knowledge of our longer-serving directors and the fresh perspectives brought by our newer directors. The following table outlines the various levels of tenure of the director nominees:
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Tenure on Board
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Number of
Director Nominees
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More than 10 years
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2
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5 – 10 years
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3
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Fewer than 5 years
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6
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8
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
2024 Nominees for Director
Each of our directors is elected by our shareholders on an annual basis to serve until the next annual meeting and until their respective successors are elected. The Board, upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following eleven individuals for election at the Annual Meeting.
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Michael A. Daniels, 78
Director since: 2013
Independent
Chairman of the Board
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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.
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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.
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Lisa S. Disbrow, 61
Director since: 2021
Independent
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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.
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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.
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9
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
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Susan M. Gordon, 66
Director since: 2020
Independent
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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.
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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.
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William L. Jews, 72
Director since: 2013
Independent
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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.
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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.
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Ryan D. McCarthy, 51
Director since: 2021
Independent
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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.
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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.
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10
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
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John S. Mengucci, 62
Director since: 2019
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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. | |||||
11
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
|
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.
|
|||||
12
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
|
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.
|
|||||
| Executive Officers | ||
As of August 23, 2024, the executive officers of the Company were John S. Mengucci, President and Chief Executive Officer, and the following five persons indicated in the table below. Biographical information for Mr. Mengucci is provided above under “2024 Nominees for Director” on page
9
of this proxy statement. The prior employers for each of our executive officers, except for Mr. Koegel, were aerospace, defense and security companies. Mr. Koegel’s previous experience was with a law firm.
|
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).
|
||||
13
CORPORATE GOVERNANCE
We are committed to strong corporate governance practices designed to maintain high standards of oversight, integrity and ethics while promoting long-term shareholder value.
|
Governance Framework
|
||
Structure
The Board is responsible for the oversight of management on behalf of our shareholders and the Board accomplishes this function acting directly and through Board committees. The Board maintains four standing committees: Audit and Risk; Human Resources and Compensation; Corporate Governance and Nominating and Special Programs. The Board also maintains an Executive committee which meets on an ad hoc basis. This governance structure allows the Board to provide focused advice, insight and oversight in the interests of the Company and our shareholders. The Board and its committees discharge their duties at Board and committee meetings, through telephone contact and other communications with management and others regarding matters of concern and interest to the Company.
Primary Governance Documents
Our governance structure and processes are based on our key governance documents, which include the following documents which can either be found on our website at
investor.caci.com
or are available upon written request to
CACI International Inc,
12021 Sunset Hills Road, Reston, Virginia 20190
, Attention: Investor Relations
:
|
•
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
|
||||
The Board reevaluates our policies and practices on an ongoing basis and all of our directors, executive officers and other employees are required to
review their applicable code of conduct and certify compliance annually
to ensure high standards of business conduct that facilitate the Board’s execution of its responsibilities. Additional information is provided below regarding key corporate governance and ethics policies and practices that we believe enable us to manage our business in accordance with the highest standards of business ethics and in the best interest of our shareholders.
We intend to disclose any waiver of compliance with any provision of our code of conduct covered by Item 406(b) of Regulation S-K that is granted to any principal executive officer, principal financial officer, principal accounting officer or controller, and any amendments to such code of conduct, in the “Investors” section of our website
www.caci.com
within four business days following the date of such waiver or amendment.
14
CORPORATE GOVERNANCE
| Board of Directors | ||
Board Leadership
The Board is responsible for determining the optimal leadership structure to provide independent oversight of senior management and evaluates the Board’s leadership structure on an annual basis. In evaluating its leadership structure, the Board considers our current operating and governance environment, governance best practices and feedback from our shareholders on how the Board can provide effective oversight of senior management on behalf of our shareholders. Based on these considerations, the Board has determined that separate positions for Chairman and CEO provides an efficient and effective leadership model, fostering clear accountability, differing perspectives and effective decision making as the Chairman focuses on the Board activities while the CEO manages the day-to-day business. From time to time, the Board may also appoint a Vice Chairman in order to have a director empowered to act with the authority of the Chairman in the event the Chairman is unavailable. The chart below summarizes the roles and responsibilities of the Chairman:
| 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
|
||||
15
CORPORATE GOVERNANCE
Committee Membership
and Attendance
Directors are expected to attend regular Board meetings, committee meetings and the annual shareholder meeting, in person or, if not possible, via teleconference. All then-serving directors attended the 2023 Annual Meeting of Shareholders held on October 19, 2023 and each incumbent director attended over 80% of the aggregate of the total number of Board meetings and meetings of the committees on which the director served in fiscal year 2024. The Board held 7 meetings during fiscal year 2024. Below is a summary of the Board committee membership as of August 1, 2024 and the number of meetings for each committee during fiscal year 2024.
| Name | Audit and Risk | Human Resources and Compensation |
Corporate
Governance
and
Nominating
|
Special Programs | Executive | ||||||||||||
|
Mr. Daniels
µ
(I)
|
«
|
l
|
l
|
«
|
|||||||||||||
|
Ms. Disbrow
(I)
|
l
|
l
|
|||||||||||||||
|
Ms. Gordon
(I)
|
l
|
l
|
«
|
||||||||||||||
|
Mr. Jews
(I)(A)
|
«
|
l
|
l
|
||||||||||||||
|
Adm. Johnson
(I)
|
l
|
«
|
l
|
l
|
|||||||||||||
|
Mr. McCarthy
(I)
|
l
|
l
|
l
|
||||||||||||||
|
Mr. Mengucci
|
l
|
||||||||||||||||
|
Mr. Nolan
(I)
|
l
|
l
|
|||||||||||||||
|
Ms. Plunkett
(I)
|
l
|
l
|
l
|
l
|
|||||||||||||
|
Mr. Sloane
(I)
|
l
|
l
|
|||||||||||||||
|
Gen. Wallace
(I)
|
l
|
l
|
|||||||||||||||
|
FY 2024 Meetings
|
4 | 4 | 4 | 4 | – | ||||||||||||
µ
Chairman
«
Chair
l
Member
I
– Independent
A
– Audit Committee Financial Expert
Pursuant to NYSE requirements, two executive sessions of non-management directors were held during fiscal year 2024.
Committee Responsibilities
The specific roles and responsibilities of the Board’s committees are delineated in written charters adopted by the Board for each committee and are reviewed annually by the Corporate Governance and Nominating Committee in accordance with the Corporate Governance Guidelines. As provided in their charters, each committee is authorized to engage or consult from time to time, as appropriate, at our expense, with outside independent legal counsel or other experts or advisors it deems necessary, appropriate or advisable to discharge its duties. The charters for the Audit and Risk, Human Resources and Compensation, Corporate Governance and Nominating and Executive committees are available on our website at
investor.caci.com
or a print copy of all the standing committee charters is available upon shareholder request. Below is a summary of the current primary responsibilities of each committee, the full responsibilities for each committee are delineated in the committee charters available on our website.
Audit and Risk
The Audit and Risk Committee (the “Audit Committee”) assists the Board in fulfilling its oversight of (i) the integrity of the Company’s financial statements; (ii) the effectiveness of the Company’s internal control over financial reporting; (iii) the Company’s compliance with applicable legal and regulatory requirements; (iv) the independence and qualifications of the Company’s independent auditor; and (v) the performance of the Company’s internal and independent auditors. The Audit Committee is comprised of only independent directors and fulfills its responsibilities by:
•
Appointing, evaluating and overseeing the independent auditor;
•
Reviewing and pre-approving audit and non-audit services and related fees for the independent auditor;
•
Discussing the Company’s audited financial statements and quarterly financial statements with management and the independent auditor;
16
CORPORATE GOVERNANCE
•
Discussing the process for assessing the effectiveness of internal control over financial reporting and reviewing issues as to the adequacy and effectiveness of the Company’s internal control over financial reporting;
•
Reviewing the annual internal audit plan and any significant internal audit findings;
•
Reviewing and approving all related party transactions;
•
Reviewing risks related to the Company’s cybersecurity posture;
•
Reviewing environmental related risks and internal controls related to environmental disclosures and the Company’s Corporate Responsibility Report; and
•
Reviewing legal and regulatory matters that may have a material impact on the Company’s financial statements.
Human Resources and Compensation
The Compensation Committee assists the Board in overseeing the Company’s compensation policies and practices. The Compensation Committee is comprised of only independent directors and fulfills its responsibilities by:
•
Recommending to the Board the compensation arrangements for the Company’s executive officers and directors;
•
Reviewing and approving the compensation, including incentive and equity-based compensation, of the chief executive officer;
•
Approving grants of equity compensation to all eligible individuals in the Company’s service;
•
Reviewing and recommending changes in the Company’s fringe benefit programs;
•
Oversight of the Company’s Affirmative Action and Small, Disadvantaged and Minority Subcontracting activities;
•
Preparing an annual report for inclusion in the Company’s proxy statement;
•
Reviewing the Company’s Diversity and Inclusion program and approve Environmental, Social and Governance initiatives and linkage to executive compensation; and
•
Overseeing and reporting to the Board on the Company’s policies concerning compensation and employee benefits.
Corporate Governance and Nominating
The Corporate Governance and Nominating Committee assists the Board in overseeing the Company’s corporate governance practices. The Corporate Governance and Nominating Committee is comprised of only independent directors and fulfills its responsibilities by:
•
Recommending to the Board the general criteria and qualifications for membership on the Board;
•
Identifying and selecting individuals to be nominated for election to the Board;
•
Recommending the number of directors to be elected each year (within the bounds established by the Company’s By-laws);
•
Developing and recommending to the Board a set of general corporate governance principles; and periodically reviewing, evaluating, and proposing revisions thereto;
•
Reviewing the Company’s environmental policies, programs and Corporate Responsibility Report; and
•
Reviewing policies and practices of the Company and monitoring compliance in areas of corporate governance.
17
CORPORATE GOVERNANCE
Special Programs
The Special Programs Committee assists the Board in overseeing the Company’s business activities that have been classified for reasons of national security by an agency of the United States Government (“Classified Programs”). The Special Programs Committee is comprised of only independent directors and fulfills its responsibilities by:
•
Monitoring the Company’s Classified Programs and prospective acquisitions with classified programs for strategic, financial, operational, reputational and other risks; and
•
Monitoring Company’s policies, procedures, internal controls, compliance structures and other risk management activities with respect to Classified Programs and their implementation.
Executive
The Executive Committee assists the Board in providing the necessary input and authorization in between full Board meetings, and for identifying those items which merit consideration or action by the entire Board.
Board and Committee Independence
In accordance with our Corporate Governance Guidelines, a majority of our Board must be independent as defined by the NYSE listing rules and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August 1, 2024, the Board affirmatively determined that 10 of its 11 director nominees (90.9%) are independent. In making the determination, the Board considered the relationships described below in “Certain Relationships and Related Transactions.” The Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are comprised entirely of independent directors.
Annual Board Evaluations
The Board and each of its committees perform annual evaluations of their performance. The evaluation process is managed by the Corporate Governance and Nominating Committee and specifically focuses on areas for improvement. In order to ensure independence during the evaluation process, the evaluation of the Corporate Governance and Nominating Committee is conducted by the Executive Committee.
Risk Oversight
Our Board has an active role, as a whole and at the committee level, in overseeing the management of our risks. The Board regularly reviews information regarding the results of operations and any related trends and other factors contributing to or affecting our results, long-term strategy, financial reporting systems and processes, as well as the risks associated with these aspects of the Company’s business. The Board has also approved Standards of Ethics and Business Conduct that establish standards of conduct for employees that are designed to mitigate risks associated with compliance, foster ethical conduct by our employees and protect company assets. We require all employees to receive annual training related to our Standards of Ethics and Business Conduct and related policies in order to ensure that employees are familiar with those standards of conduct and to mitigate the risks associated with employees’ failure to meet those standards.
18
CORPORATE GOVERNANCE
The Board’s committees are involved in the assessment of risks relevant to their area of responsibility and the implementation of actions designed to address or mitigate those risks. The types of risks that are considered by the committees include:
|
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.
|
||||
Succession Planning
The Board engages in discussions concerning Chief Executive Officer succession and the Chief Executive Officer briefs the Board concerning senior management succession. Chief Executive Officer succession is also discussed by the Board in an executive session outside the presence of any management directors. Management also updates the Board on key talent indicators such as recruiting and retention for the overall employee population throughout the year.
Shareholder and Interested Party Communications with Directors
Shareholders and interested parties may communicate directly with the Board or any director or committee member, including Audit Committee members, by sending correspondence to such individual c/o CACI International Inc,
12021 Sunset Hills Road, Reston, Virginia 20190
, Attn: J. William Koegel, Jr., Corporate Secretary. It is our policy to forward directly to the directors all such communications addressed to them and delivered to the Company at the above stated address.
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
| Related Party Transactions | ||
We review all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants, as well as in which greater than 5% shareholders, nominees for director, immediate family members of greater than 5% shareholders and nominees for director, and persons (other than a tenant or employee) sharing the household of a director, executive officer, nominee for director, or greater than 5% beneficial owner are participants, to determine whether such persons have a direct or indirect material interest. The Company’s legal staff is responsible for obtaining information through questionnaires and other appropriate procedures from the directors and executive officers with respect to related party transactions and then determining whether the Company or a related person has a direct or indirect material interest in the transaction. Transactions that are determined to be material to the Company or a related person are disclosed in the Company’s proxy statement. In addition, the Audit Committee is charged with reviewing and approving or ratifying any related party transaction. The Audit Committee considers, among other matters, the nature, timing and duration of the transaction, the relationships of the parties to the transaction, whether the transaction is in the ordinary course of the Company’s business, the dollar value of the transaction and whether the transaction is in the interest of the Company.
Upon review by the Audit Committee, no transactions concerning our directors, executive officers or greater than 5% shareholders or immediate family members of these persons require disclosure under Item 404(a).
| Compensation Committee Interlocks and Insider Participation | ||
During fiscal year 2024, the members of the Compensation Committee had no relationships with the Company other than their relationships as directors, their entitlement to the receipt of standard compensation as directors and members of certain committees of the Board, and their relationships to the Company as shareholders. During fiscal year 2024, no person serving on the Compensation Committee or on the Board was an executive officer of another entity for which any of our executive officers served on the compensation committee.
20
SECURITIES OWNERSHIP
|
Principal Shareholders
|
||
The following table provides the latest available information as of August 23, 2024 with respect to beneficial ownership of the Company’s common stock held by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock.
| 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% | ||||||
(1)
Based on 22,303,686 shares of common stock outstanding as of August 23, 2024, the record date.
(2)
The number of shares beneficially held by The Vanguard Group, Inc. (Vanguard) is based solely on information in a Schedule 13G/A filed with the SEC by Vanguard on February 13, 2024 on behalf of itself and certain entities under its control. The report states that Vanguard has sole dispositive power over 2,213,961 shares, shared dispositive power over 29,236 shares, sole voting power over no shares and shared voting power over 7,886 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(3)
The number of shares beneficially held by BlackRock, Inc. (BlackRock) is based solely on information in a Schedule 13G/A filed with the SEC by BlackRock on January 24, 2024 on behalf of itself and certain entities under its control. The report states that BlackRock has sole voting power over 2,021,874 shares and sole dispositive power over all shares. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.
(4)
The number of shares beneficially held by Morgan Stanley is based solely on information in a Schedule 13G/A filed with the SEC by Morgan Stanley on February 12, 2024 on behalf of itself and certain entities under its control. The report states that Morgan Stanley has shared voting power over 1,414,812 shares and shared power to dispose of 1,450,699 shares and sole voting power and dispositive power over no shares. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036.
(5)
The number of shares beneficially held by FMR LLC is based solely on a Schedule 13G/A filed by FMR LLC on February 9, 2024, and reflects the securities beneficially owned by FMR LLC, certain of its subsidiaries and affiliates and other companies. The report states that FMR LLC has sole power to dispose of all such shares and the sole power to vote 1,310,579 shares. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
21
SECURITIES OWNERSHIP
|
Directors and Management
|
||
The following table provides information as of August 23, 2024 with respect to beneficial ownership of the Company’s common stock for each executive officer, each director, and for all current executive officers and directors of the Company as a group.
| 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% | ||||||
(1)
All Restricted Stock Units (RSUs) vesting as of August 23, 2024 or within 60 days after that date are treated as shares of common stock that are beneficially owned.
(2)
Based on 22,303,686 shares of common stock outstanding as of the August 23, 2024 record date.
(3)
The asterisk (*) denotes that the individual holds less than one percent of our outstanding common stock. This stock is included in the total percentage of outstanding common stock held by the Executive Officers and Directors as a Group shown above.
(4)
Includes 36,643 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(5)
Includes 1,348 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(6)
Includes 8,737 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(7)
Includes 2,190 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(8)
Includes 2,680 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(9)
Includes 5,054 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(10)
Includes 193 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
(11)
Includes 132 restricted stock shares obtainable upon vesting of RSUs within 60 days after August 23, 2024.
22
SECURITIES OWNERSHIP
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Such officers, directors and shareholders are required by SEC regulations to furnish the Company with copies of all such reports that they file.
Based solely on a review of copies of reports filed with the SEC and of written representations by certain officers and directors, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis during the fiscal year ended June 30, 2024 except for a late filing for a single transaction for Ms. Plunkett due to an administrative error.
23
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
|
Compensation Discussion and Analysis
|
||
This Compensation Discussion and Analysis provides the principles, objectives, structure, analyses and determinations of the Compensation Committee with respect to the fiscal year 2024 compensation of the following named executive officers (NEOs):
| 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 | ||
(1) Ms. Gray served as President, Business and Information Technology Solutions (BITS) during fiscal year 2024 and was appointed President, U.S. Operations on July 30, 2024.
(2) As of July 30, 2024, Mr. Probert no longer served as the Company's President, National Security and Innovative Solutions.
The principles, objectives and structure of our fiscal year 2024 executive compensation were established in July 2023, when our Compensation Committee traditionally makes executive compensation decisions. The Compensation Committee’s fiscal year 2024 compensation decisions reflect the Company’s performance as well as our executives’ individual performance in the prior fiscal year.
Executive Summary
Who We Are
|
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.
|
||||||
24
EXECUTIVE COMPENSATION
CACI At-A-Glance
|
•
~$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
|
|||||
Growth Strategy
•
Focus on key enduring priorities for national security
•
Leverage software to rapidly address critical needs
•
Bid less, win more – and prioritize larger, longer-duration opportunities
•
Invest ahead of need to develop differentiated capabilities
•
Deploy capital in a flexible and opportunistic manner
Financial Performance Summary
Fiscal Year 2024 Performance
Below are charts outlining our performance over the relevant periods for the performance metrics used by the Compensation Committee in determining our NEOs’ compensation. The performance depicted in the charts had a substantial impact on our NEOs’ earned compensation over the course of this period. For fiscal year 2024, this resulted in an average achievement of 145.5% of the targeted annual incentive plan value. For fiscal year 2024, EBITDA represents GAAP net income plus net interest expense, income taxes, depreciation and amortization expense (including depreciation within direct costs).
(1)
$206M in CACI Revenue was removed from the FY24 ABP performance attainment in determining the payout.
25
EXECUTIVE COMPENSATION
2023 Say on Pay Vote
|
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.
|
||
Pay for Performance Philosophy
The Compensation Committee believes our executive compensation program should incent and reward behaviors that build a foundation for our long-term performance and success while also supporting the achievement of annual objectives. Our performance assessment framework and executive compensation program are designed to reward such performance by linking our executives’ compensation to the achievement of both long- and short-term goals. For example, the annual incentives paid to each of our NEOs vary with performance, including our annual financial results.
Executive Compensation Program Design
The substantial majority of our NEOs’ compensation is directly tied to our performance with short- and long-term incentives comprising an average of approximately 81% of our NEOs’ target total direct compensation (“TDC”). The following is a list of the principal components of our executive compensation program in fiscal year 2024:
| 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.
|
|||||||
26
EXECUTIVE COMPENSATION
Performance Assessment
| 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. | ||||
Historical Pay for Performance Results
Our pay for performance philosophy is reflected in the compensation that has been earned by our NEOs over the past three years. The chart below summarizes our corporate performance against the Compensation Committee performance metrics and the impact our performance had on our NEOs’ compensation.
| 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%
|
||||||||
(1)
Earned PRSUs vest 100% on the third anniversary of the grant date.
27
EXECUTIVE COMPENSATION
Executive Compensation Practices
We also maintain certain executive compensation practices designed to strengthen the connection between our executives’ interests and the interests of our shareholders. The following is a summary of the compensation practices that we do and do not employ to advance our shareholders’ long-term interests.
|
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
|
||||
Compensation Governance and Process
Compensation Governance
The Compensation Committee, composed solely of independent directors, is responsible for our executive officer compensation decisions. The Compensation Committee works very closely with Mercer, as its independent compensation consultant, and management to examine pay and performance matters during the year. The Compensation Committee has both a strategic and administrative role in managing the compensation structure of the Company, with an emphasis on compensation of top management. Strategically, the Compensation Committee considers how the achievement of the overall goals and objectives of the Company can be aided through adoption of an appropriate compensation philosophy and effective program elements. Administratively, the Compensation Committee reviews compensation paid, salary progressions, incentive compensation allocations, benefits and perquisites provided to all employees, and equity awards granted under all shareholder-approved plans.
28
EXECUTIVE COMPENSATION
Compensation Process
The Compensation Committee acted in accordance with the following process in determining our NEOs compensation for fiscal year 2024.
|
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.
|
||||
Compensation Factors
The Compensation Committee determined fiscal year 2024 TDC targets for the CEO and each of the other NEOs employed at the time based on the following process:
•
Leadership Evaluation
: The Compensation Committee used a performance assessment framework to make CEO compensation decisions. For the other NEOs, the Compensation Committee, with input from the CEO, reviewed (1) performance against the objectives set in fiscal year 2023, and (2) each NEO’s Leadership Assessment based on individual performance with regard to key leadership attributes.
•
Risk-Balancing and Performance
: In evaluating the performance of the NEOs, the Compensation Committee sought to understand what was accomplished relative to established objectives, how it was accomplished, the quality of financial results and the Company’s strategic positioning for future competitive advantage.
•
Market Practices
: The Compensation Committee evaluated each NEO’s relative compensation and changes in responsibilities and considered current pay practices for comparable positions at peer companies.
•
Independent Consultant Input
: The Compensation Committee received input from its independent compensation consultant.
•
Other Factors
: For the NEOs other than the CEO, the Compensation Committee also considered the CEO’s recommendations, succession planning and retention. Finally, before making pay decisions, the Compensation Committee reviewed the pay mix to ensure that it was competitively positioned and performance-based.
During the course of the fiscal year, the Compensation Committee reviews corporate performance each quarter and assesses progress for each goal in the cash incentive program and active long-term incentive programs from current and prior fiscal years. The Committee uses a performance assessment framework to make CEO compensation decisions. For the other NEOs, the Committee, with input from the CEO, reviews (1) business unit/staff group performance against the objectives set for the fiscal year, and (2) each NEO’s Leadership Assessment based on individual performance with regard to key leadership attributes. The Committee evaluates each NEO’s relative compensation and changes in responsibilities and considers current pay practices for comparable positions at peer companies. The Committee also considers the CEO’s recommendations, succession planning, retention and advice of its independent compensation
29
EXECUTIVE COMPENSATION
consultant. Finally, before making pay decisions, the Committee reviews the pay mix to ensure that it is competitively positioned and performance-based. The Committee also discusses other information relevant to executive compensation, such as trends, regulatory updates, shareholder feedback and individual performance.
Independent Compensation Consultant
With respect to fiscal year 2024, Mercer attended Compensation Committee meetings, met with the Compensation Committee in executive sessions, reviewed and provided recommendations on the components of the Company’s executive compensation program and provided compensation advice independent of the Company’s management. The compensation consultant reports directly to the Committee and performs no work for management other than providing advice on executive compensation pursuant to its engagement by the Committee. The Compensation Committee assessed the independence of Mercer pursuant to SEC rules and concluded that their work for the Compensation Committee did not raise any conflicts of interest.
Assessing Competitive Practice
Mercer assists the Committee by reviewing comparative market data on compensation practices and programs within the Company’s peer group.
During fiscal year 2024, Mercer was responsible for providing information on new laws and regulations, general industry compensation practices, recommendations for director compensation and compensation for management positions under the Committee’s purview, and for performing independent assessments of management recommendations brought before the Committee.
For fiscal year 2024, peer comparisons were performed against 15 publicly-traded companies which were selected based on similarities to CACI in size and/or industry as well as operational similarities. The selected companies were as follows:
| 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 | |||||||||
The companies used for peer comparisons are reviewed annually and adjusted as necessary due to changes at the selected company (e.g., acquisitions, bankruptcies, etc.) or changes in the comparability of the selected company to CACI.
30
EXECUTIVE COMPENSATION
Determining Executive Compensation
Executive Compensation Objectives
Our NEO compensation programs are designed to attract, retain and reward the management talent that we need to maintain and strengthen our position in the industry and to achieve our business objectives.
|
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
.
|
||
Principal Elements of Compensation
|
|
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)
|
|||||||||
(1) Percentages are based on the target amounts for the individual components described in the “Fiscal year 2024 Base Salaries,” “Fiscal year 2024 Annual Incentives” and “Fiscal year 2024 Long-Term Incentives” sections below.
31
EXECUTIVE COMPENSATION
Fiscal Year 2024 Executive Compensation Strategy
In fiscal year 2023, the Compensation Committee conducted a thorough review of the Company’s executive compensation philosophy and strategy. The key objectives of the Compensation Committee’s review were to:
•
Drive attraction and retention of top talent in a more intense competitive landscape in our industry;
•
Increase focus on our growth and position in the technology sector with an expectation of margin expansion;
•
Respond to shareholder feedback regarding the structure of our long-term incentive program;
•
Forge a stronger linkage between executive pay programs and our long-term strategic objectives; and
•
Align management on a consistent market competitive framework for executive compensation.
Fiscal Year 2024 Annual Bonus Program
For fiscal year 2024, the Compensation Committee determined that all cash incentives for executives will be based on annual performance, establishing performance targets and payout ranges for each metric based on the current business environment, review of the competitive market, historical performance against targets and the Company’s desire for growth.
The Compensation Committee also determined that total bonus payouts for cash incentives will be subject to an upward or downward discretionary adjustment by the Compensation Committee based on its evaluation of each executive’s attainment of financial and non-financial performance objectives. All cash incentives for executive officers will be capped at 250% of their target cash incentive.
Fiscal Year 2024 Long-Term Incentives
The Committee granted fiscal year 2024 long-term incentive awards to executive officers in October 2023. To align executive incentives with long-term shareholder value creation and the Company’s strategic growth objectives, the Committee granted two types of long-term incentives to executive officers in fiscal year 2024:
•
Restricted Stock Units which reinforce attraction, retention and long-term shareholder value creation; and
•
Performance Restricted Stock Units which reinforce attraction, retention, long-term shareholder value creation and specifically focus on achieving strategic objectives. The vesting of the Performance Restricted Stock Units is based on the degree of attainment of three-year earnings growth objectives.
32
EXECUTIVE COMPENSATION
Fiscal Year 2024 Base Salaries
In late fiscal year 2023, the Compensation Committee reviewed and approved our NEOs’ base salaries for fiscal year 2024, taking into consideration the median of base salaries for comparable executives among our peer group, individual performance in fiscal year 2023 and the Company’s overall annual fiscal year 2024 merit increase guidance applicable to all employees. The adjustments approved by the Compensation Committee became effective on August 1, 2023 for all NEOs.
| Name |
FY2023
Base Salary
($)
|
FY2024
Base Salary
($)
|
Percentage Change | ||||||||
| John S. Mengucci |
1,050,000
|
1,300,000
|
24.0%
|
||||||||
|
Jeffrey D. MacLauchlan
|
650,000
|
685,000
|
5.0%
|
||||||||
| DeEtte Gray |
659,200
|
685,568
|
4.0%
|
||||||||
| Todd Probert |
561,000
|
605,880
|
8.0%
|
||||||||
| J. William Koegel, Jr. | 531,000 |
588,000
|
11.0%
|
||||||||
Salary adjustments reflected the Compensation Committee’s strategy to provide competitive increases of base salary consistent with overall movement of executive base salaries in our peer group.
Fiscal Year 2024 Annual Incentives
Target Annual Incentives
Our cash incentive program is designed to motivate our executive officers to achieve pre-established annual performance objectives. In establishing target cash incentives for fiscal year 2024, the Compensation Committee reviewed our NEOs’ target total cash compensation, relative to the median of our peers, and made certain adjustments to more closely align our NEOs’ total target cash compensation to the Company’s peer group. The table below shows the fiscal year 2024 NEO target cash incentive levels that were approved by the Compensation Committee in late fiscal year 2023:
| Name |
FY2023 Target Annual Incentive ($)
|
FY2024 Target Annual Incentive ($)
|
FY2024 Percentage of Base Salary
|
Percentage Change | ||||||||||
| John S. Mengucci |
1,575,000
|
1,950,000
|
150% |
24.0%
|
||||||||||
|
Jeffrey D. MacLauchlan
|
544,692
|
685,000
|
100% |
26.0%
|
||||||||||
| DeEtte Gray |
824,000
|
856,960
|
125% |
4.0%
|
||||||||||
| Todd Probert |
561,000
|
605,880
|
100% |
8.0%
|
||||||||||
| J. William Koegel, Jr. |
487,426
|
529,200
|
90% |
9.0%
|
||||||||||
Design
The fiscal year 2024 cash incentive plan was based on full year performance for the Named Executive Officers. At the beginning of fiscal year 2024, the Compensation Committee established the performance metrics applicable to the annual cash incentive program. The performance metrics were selected to incent the Company’s growth and support the interests of the Company’s shareholders and were applied to each executive based on their responsibilities:
33
EXECUTIVE COMPENSATION
| Performance Metric | Purpose | |||||||
|
CACI EBITDA
|
Indicator of performance that is controlled by the Company and used as the primary incentive metric to ensure our executives’ focus on overall profitability. | |||||||
| CACI Revenue | Measure of the Company’s growth which requires the maintenance and expansion of current business and the capture of new business. To incent organic growth, the Committee evaluates whether to include acquired revenue in the measurement of this metric after the completion of each acquisition. | |||||||
In addition, the Compensation Committee approved metrics for the Company’s business sectors, which were applicable to Ms. Gray and Mr. Probert, among others:
| Performance Metric | Purpose | |||||||
| Sector EBITDA | Primary indicator of the performance of the sector and is used as the primary incentive metric to ensure our sector executives’ focus on overall profitability. | |||||||
| Sector Revenue | Primary measure of the sector’s growth, which requires the maintenance and expansion of current business and the capture of new business. | |||||||
The following is a summary of the performance metrics applicable to each NEO for the annual and quarterly components of the annual incentive program.
| Annual | |||||||||||
| Metrics | Weight | ||||||||||
| Mr. Mengucci, Mr. MacLauchlan and Mr. Koegel | CACI EBITDA | 50% | |||||||||
| CACI Revenue | 50% | ||||||||||
| Ms. Gray and Mr. Probert | CACI EBITDA | 20% | |||||||||
| CACI Revenue | 20% | ||||||||||
| Sector EBITDA | 30% | ||||||||||
| Sector Revenue | 30% | ||||||||||
After determining the appropriate performance metrics and weights applicable to the cash incentive program, the Compensation Committee established the target performance levels for the Company performance metric at the beginning of the fiscal year. The performance targets for each metric were established based on the Company’s five-year strategic plan, then current business environment, review of the competitive market, historical performance against targets and the Company’s desire for growth. The performance metrics, targets and results used to evaluate fiscal year 2023 performance included all acquisitions which occurred in fiscal year 2022. There were no significant acquisitions in fiscal year 2023. The President and Chief Executive Officer was responsible for establishing performance metrics for non-Executive Officers which flow from the Company metrics established by the Committee.
Once performance targets were established for each Company performance metric, the Compensation Committee determined appropriate lower, or “Cut,” threshold levels for each metric and upper, or “Stretch,” threshold levels. For performance below Cut levels, no bonus was awarded. For performance between Cut and Target levels, and between Target and Stretch levels, bonus payouts were prorated on a straight-line basis. No additional incentives are awarded for performance above Stretch levels. Total payment for the cash incentive program is capped at 250% of the target payout for each NEO.
The ranges between Cut, Target and Stretch thresholds were based upon multiple factors assessed by the Compensation Committee, including historical ranges and historical performance against Cut, Target and Stretch
34
EXECUTIVE COMPENSATION
thresholds. For fiscal year 2023, the Committee set the Cut thresholds at 90% of Target and Stretch thresholds at 110% of Target.
In addition, the Committee established an Individual Modifier, where bonus can be adjusted up or down 25% based on assessment of financial and/or non-financial performance (e.g., ESG, strategic milestones, employee engagement, or other factors which aren’t immediately reflected in financial results).
Fiscal Year 2024 Performance
Performance relative to each metric used in calculating our NEOs’ annual incentive payout is delineated below for fiscal year 2024.
| Annual Metrics | Target |
Actual
(1)
|
Result | ||||||||
| CACI Revenue ($M) |
7,100
|
7,454
|
Between Target and Stretch
|
||||||||
| CACI EBITDA ($M) |
767
|
798
|
Between Target and Stretch
|
||||||||
| BITS Sector Revenue ($M) |
3,111
|
3,196
|
Between Target and Stretch
|
||||||||
| BITS Sector EBITDA ($M) |
347
|
387
|
Above Stretch
|
||||||||
| NSIS Sector Revenue ($M) |
2,604
|
2,681
|
Between Target and Stretch
|
||||||||
| NSIS Sector EBITDA ($M) |
237
|
238
|
Between Target and Stretch
|
||||||||
(1)
$206M in CACI Revenue was removed from the FY24 ABP performance attainment in determining the payout.
In consideration of the performance outlined above, the table below provides a summary of the cash incentives actually earned by our NEOs.
| Name | FY2024 Total Target Annual Incentive ($) |
FY2024 Total Earned Annual Incentive ($)
|
Payout as a
Percentage of Target
|
||||||||
|
John S. Mengucci
|
1,950,000 | 2,837,250 | 145.50% | ||||||||
| Jeffrey D. MacLauchlan | 685,000 | 996,675 | 145.50% | ||||||||
|
DeEtte Gray
|
856,960 | 1,341,999 | 156.60% | ||||||||
|
Todd Probert
(1)
|
605,880 | 691,612 | 114.15% | ||||||||
|
J. William Koegel, Jr.
|
529,200 | 769,986 | 145.50% | ||||||||
(1)
Mr. Probert's Individual Modifier was adjusted to 88.5% resulting in an overall payout of 114.15%.
35
EXECUTIVE COMPENSATION
Fiscal Year 2024 Long-Term Incentives
The Compensation Committee used market data provided by its compensation consultant to set the target value of equity for the NEOs. Based on this review, the Compensation Committee made certain adjustments to align our NEOs with the peer group.
| Name | FY2023 Target Equity Value ($) | FY2024 Target Equity Value ($) | Percentage Change | ||||||||
|
John S. Mengucci
|
6,700,000 | 10,500,000 | 57% | ||||||||
| Jeffrey D. MacLauchlan | 2,000,000 | 2,000,000 | 0% | ||||||||
|
DeEtte Gray
|
1,400,000 | 2,000,000 | 43% | ||||||||
|
Todd Probert
|
1,200,000 | 1,500,000 | 25% | ||||||||
|
J. William Koegel, Jr.
|
1,000,000 | 1,000,000 | 0% | ||||||||
All NEOs received their fiscal year 2024 target equity value 50% in the form of RSUs and 50% in the form of PRSUs. The RSUs vest ratably over three years. The PRSUs vest at the end of three years based on the attainment of a three-year target cumulative EBITDA growth objective. No shares will vest for performance below the threshold performance level (75% of the three-year target cumulative EBITDA). For performance between Cut and Target levels, and between Target and Stretch levels (125% of the three-year target cumulative EBITDA), the number of shares which shall vest will be prorated on a straight-line basis up to 200% of the target PRSUs.
Other Compensation Policies and Practices
Benefits and Executive Perquisites
All NEOs are entitled to receive a Company-provided automobile or an allowance to obtain an automobile. All automobile benefits are fully taxable as ordinary income; no tax gross-up is provided.
All NEOs are also eligible for annual financial planning services. The value of these services is also fully taxable as ordinary income; no tax gross-up is provided.
In addition, we provide a $25,000 discretionary benefit allowance per calendar year to the President and Chief Executive Officer. This allowance can be used for business or personal expenses. All personal benefit received from this allowance is fully taxable as ordinary income; no tax gross-up is provided.
Executives are also permitted to participate in the Company’s other employee benefit plans on substantially the same terms as other employees. For example, the Company makes matching contributions to our 401(k) plan based on employee contributions, and executives receive the same benefit.
After conclusion of an independent third-party security study, the Board determined that it was appropriate to provide Mr. Mengucci with a personal security driver and vehicle for business travel and certain non-business travel. We do not consider the provision of this transportation to be compensation since the need for security arises from the nature of Mr. Mengucci’s employment and the provision of such security is provided to mitigate risks to our business. Given the nature of our business, we believe security is necessary and generally provided to other executives within our industry. We report the aggregate incremental costs of these security arrangements as perquisites under the “All Other Compensation” column of the Summary Compensation Table in accordance with SEC requirements and report them as taxable compensation to Mr. Mengucci if they are not excludable from income as working condition fringe benefits under Section 132 of the Internal Revenue Code. We regularly review the nature of security threats and associated
36
EXECUTIVE COMPENSATION
vulnerabilities with law enforcement and security specialists and will continue to adapt our security program as appropriate.
All amounts related to perquisites for NEOs are disclosed in column (i) of the Summary Compensation Table, along with details on their valuations.
Severance and Change in Control Benefits
The Company currently maintains severance agreements with Messrs. Mengucci, MacLauchlan, and Koegel. Ms. Gray and Mr. Probert fell under the Company’s general policy for executives during fiscal year 2024, which provided for six months’ salary upon involuntary separation without cause. The purpose of the agreements is to provide those executives with a degree of security and to mitigate concerns that they might have regarding their continued employment prior to or following a change in control, thereby allowing the executives to focus their undivided attention to serving the interests of the Company and our shareholders. The Company believes that appropriate severance arrangements are necessary to attract and retain these key executives and are an important part of a competitive overall compensation program for the NEOs.
In the event of a change in control, severance benefits in the agreements are generally payable only upon a “double trigger,” meaning that severance benefits are triggered when an eligible executive is involuntarily terminated without cause by the Company or resigns for “good reason” within one year following a change in control. This “double trigger” provision was implemented to be consistent with good market practices. We believe this program encourages retention in the face of an actual or potential change in control and aligns executive and shareholder interests. Furthermore, the program allows top executives to review corporate transactions that are in the best interests of our shareholders without concern over whether the transactions may adversely impact the executive’s employment.
All equity awards granted since 2010 have provided for “double trigger” vesting acceleration in the event of a change in control, under which vesting accelerates only upon a change in control and involuntary termination without cause or resignation for good reason within one year after the change of control.
For equity awards granted prior to fiscal year 2022, executives who retire at age 62 or older vest in a prorated portion of the grants based upon their number of months of service after the grant date divided by the full vesting timeframe; the numbers of shares received are still subject to the results of the performance conditions. For equity awards granted in fiscal year 2022 and thereafter, executives who retire no earlier than one year after the grant date, on or after the date on which they have attained age 55 or older, and the sum of their age and consecutive years of service with the Company totals 65 or more, shall continue to vest as if they had remained actively employed.
Calculations for various termination scenarios are included in the “Potential Payments on Termination or Change in Control” section of this proxy statement.
Retirement Plans
The Company offers a non-qualified deferred compensation plan to encourage employees to save for their retirement. Eligible employees, which include all NEOs, may elect to contribute up to 50% of their U.S. base salary and 100% of their U.S. bonuses and commissions to this plan on a pre-tax basis. The Company contributes 5% of all income over the compensation limit in section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “IRC”) to participants, subject to plan vesting conditions, and may make a supplemental discretionary contribution to a participant’s account in any amount it elects. No discretionary contributions were made in fiscal year 2024 to any of the NEOs.
The Company entered into a supplemental executive retirement plan (“SERP”) with Mr. Mengucci that provides certain benefits to offset the forfeiture of potential benefits from his previous employment. Mr. Mengucci is the only active employee with a SERP. The SERP provides for annual, lifetime payments of $270,000 upon the voluntary or involuntary termination of Mr. Mengucci’s employment on or after December 1, 2022, unless such termination is for cause (as defined in Mr. Mengucci’s employment agreement) which would result in the forfeiture of all benefits under the SERP. Upon his death, a surviving spouse will receive annual, lifetime payments of $135,000. In the event of a Change of Control, Mr. Mengucci and a spouse will receive the full benefits payable under the SERP unless Mr. Mengucci is terminated for cause or voluntarily terminates his employment other than for good reason. The Company provides no other executive a SERP and does not currently anticipate doing so in the future.
37
EXECUTIVE COMPENSATION
Management Stock Purchase Plan
The Company offers a Management Stock Purchase Plan (“MSPP”) to promote the long-term growth and profitability of the Company by providing executives with incentives to improve shareholder value and to contribute to the growth and financial success of the Company. The MSPP also helps executives to meet their mandated stock ownership requirements. The Board believes that the MSPP serves these goals, encouraging executives to convert a higher percentage of their cash compensation into Company equity.
The MSPP provides for equity ownership in the Company by senior officers by allowing the voluntary deferral of up to 100% of their annual incentive plan compensation into RSUs. All deferred shares are bought at a discount of up to 15%, as determined annually by the Compensation Committee, of fair market value. The Company may grant matching awards in an amount not to exceed 25% of the participant’s deferrals and subject to such vesting or other restrictions or conditions as the Compensation Committee determines.
The amount of the discount to fair market value and matching grant is determined by the Compensation Committee no later than December 31
st
of the fiscal year in which the bonus is earned. During fiscal year 2024, the Compensation Committee approved a 15% discount with no matching.
There were no MSPP purchases for NEOs in fiscal year 2024.
Stock Ownership Requirements
The Compensation Committee maintains executive stock ownership requirements for senior officers to focus those executives on the long-term growth in value of the Company and to ensure they act as owners of the Company. The stock ownership requirements are based on a multiple of the executive’s salary as set forth below and the number of shares required to be held is determined annually based on the 90-day average stock price on July 1. The required multiple for each executive is reviewed annually by the Compensation Committee to ensure that it provides enough incentive to properly align the interests of senior management with those of our shareholders.
Until an executive meets the required number of shares, they are limited with respect to the number of shares they are allowed to sell, and are only allowed to sell one-half of the shares issued with respect to vested RSUs and PRSUs that remain after payment of taxes (standard practice is to sell a portion of shares that vest to cover the tax burden caused by the vesting); the other one-half that must be retained is used to determine the interim ownership requirement until the full number of shares is reached, with each successive vesting being added to the prior interim requirement in order to establish the new requirement.
Based on these requirements, the full number of shares required to be held by each of our NEOs, the multiple of each executive’s base salary full ownership would represent, and the requirement as of July 1, 2024 provided in the table below. The Compensation Committee believes these salary multiples are robust and above comparable peer levels.
| Name | Multiple of Salary | ||||
| John S. Mengucci | 8x | ||||
| Jeffrey D. MacLauchlan | 7x | ||||
| DeEtte Gray | 5x | ||||
| Todd Probert | 5x | ||||
| J. William Koegel, Jr. | 5x | ||||
Stockholdings are measured annually as of July 1
st
to determine compliance with the requirements, which are based upon the prior year’s level plus one-half of all vested restricted stock and/or restricted stock units after taxes are withheld since the prior July 1
st
. Only fully owned shares count in the measurement; unvested restricted stock, restricted stock units and performance restricted stock units do not count, nor do any other unvested and/or unexercised instruments.
To encourage compliance, once an executive reaches full compliance, they must maintain compliance or they will be required to participate in the MSPP with 100% of the annual portion of his or her annual incentive plan compensation being applied to acquire RSUs until such time that he or she meets the required holding level.
All NEOs were in compliance with their respective stock ownership requirements as of July 1, 2024.
38
EXECUTIVE COMPENSATION
Insider Trading Policy
The Company has an Securities Trading Policy, which governs the purchase, sale and other dispositions of its securities by directors, officers and employees and affiliates of the Company, as well as their immediate family members and other persons living in their households. The Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company.
The Securities Trading Policy prohibits covered persons from directly or indirectly purchasing or selling the Company's securities while in possession of material non-public information concerning the Company, except in the limited circumstances described in the policy. Additionally, the Company’s personnel are prohibited from engaging in hedging transactions with respect to the Company's securities of the Company. The Securities Trading Policy requires pre-approval of any transaction related to the Company’s securities by the Company’s executive officers and directors.
Compensation Clawback Policy
The Company maintains a formal “clawback” policy in accordance with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (Clawback Policy). The Clawback Policy provides for the recoupment of incentive-based compensation from covered executive officers in the event of an accounting restatement resulting from noncompliance with financial reporting requirements under federal securities laws, without regard to any misconduct on the part of the executive and subject to certain limited exceptions. The Clawback Policy applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after October 20, 2023.
We also maintain a clawback policy for incentive awards that is broader in its reach than that imposed by Section 304 of the Sarbanes-Oxley Act (SOX). The policy was adopted in fiscal year 2010 and covers incentive awards to “officers” (as defined in Section 16 of the Exchange Act). Under the policy, in the event of a restatement of previously reported financial results, the Compensation Committee may require reimbursement of the incremental portion of incentive awards paid to executive officers in excess of the awards that should properly have been paid based on the restated financial results.
Impact of Regulatory Requirements
The Compensation Committee seeks regular updates on changes in regulations affecting compensation and how they impact executive compensation. The Compensation Committee considers applicable regulatory requirements when making compensation decisions and seeks to ensure that Company compensation plans continue to meet such requirements.
Section 162(m) of the IRC (“Section 162(m)”) disallows a tax deduction for compensation paid in excess of $1 million to "covered employees" as defined in that section. Prior to its amendment by the Tax Cuts and Jobs Act, enacted December 22, 2017, section 162(m) provided an exception to the $1 million limitation for performance-based compensation if certain requirements were met. The Compensation Committee has historically designed its compensation programs based on its belief that a substantial portion of the compensation payable to NEOs should be based on the achievement of performance-based targets.
As in prior years, the Compensation Committee will continue to take into account the tax and accounting implications (including the non-deductibility of compensation in excess of $1 million under the revised Section 162(m)) when making compensation decisions but reserves its right to make compensation decisions based on other factors if the Compensation Committee determines that it is in the Company’s best interests to do so. Further, taking into account the elimination of the exception for performance-based compensation, the Compensation Committee may determine to make changes or amendments to the Company’s existing compensation programs in order to revise aspects of our programs that were initially designed to comply with Section 162(m) before amendment by the Tax Cuts and Jobs Act, but that may no longer provide the intended tax advantages.
39
EXECUTIVE COMPENSATION
Risk Assessment
The Company performs an annual assessment of the Company’s overall compensation risk profile. The Compensation Committee also engages Mercer to review the risk assessment of the Company’s executive and non-executive compensation programs.
As a part of this risk assessment, the Company has made the following findings about CACI’s compensation programs:
•
the Board and the Compensation Committee exercise close oversight over the performance measures utilized by the cash incentive plans and the long-term incentive plans, which in combination serve to balance short-term and long-term performance requirements and enhance shareholder value;
•
the performance objectives of the plans are linked such that achievement of annual incentive plan measures serves to enhance the performance of the Company;
•
the balance of total compensation is more heavily weighted to long-term incentives, and increasing margins and stock price over the long-term provides the maximum incentive value; and
•
the Company has a rigorous system of internal controls designed to prevent any individual employee from creating adverse material risk in pursuit of short- or long-term compensation. For example, the Board must approve all capital outlays of $10 million or more, as well as all acquisitions and divestitures of $5 million or more.
Based on these analyses, the Compensation Committee believes that the Company’s compensation programs do not encourage excessive risk-taking.
|
Compensation Committee Report
|
||
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for the fiscal year ended June 30, 2024. Based upon such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis for the fiscal year ended June 30, 2024 be included in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission.
RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Michael A. Daniels,
Chair
Lisa S. Disbrow
William L. Jews
Gregory G. Johnson
Debora A. Plunkett
Stanton D. Sloane
40
|
Executive Compensation Tables
|
||
Summary Compensation Table
The following table summarizes the compensation of the NEOs for the fiscal years 2024, 2023, and 2022. Annual compensation includes amounts awarded to, earned by, or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and the three other highest paid executive officers, including amounts deferred at an executive officer’s election.
| Name and Principal Position | Year |
Salary
(1)
($)
|
Bonus
($)
|
Stock
Awards (2)
($)
|
Non-Equity
Incentive Plan Compensation (3) ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(4)
($)
|
All Other
Compensation (5)
($)
|
Total
($) |
||||||||||||||||||
|
John S. Mengucci
President and Chief Executive Officer
|
2024 | 1,279,167 | — | 10,500,017 | 2,837,250 | 2,260 |
437,982
|
15,056,676
|
||||||||||||||||||
| 2023 | 1,045,833 | — | 6,700,105 | 1,874,250 | 640,203 | 264,410 |
10,524,801
|
|||||||||||||||||||
| 2022 | 1,000,000 | — | 5,500,180 | 1,306,500 | 380,561 | 176,076 | 8,363,317 | |||||||||||||||||||
|
Jeffrey D. MacLauchlan
Executive Vice President,
Chief Financial Officer and Treasurer
|
2024 | 682,083 | — | 2,000,048 | 996,675 | — |
48,721
|
3,727,527
|
||||||||||||||||||
| 2023 | 583,333 | 2,450,314 | 648,183 | — |
15,767
|
3,697,597
|
||||||||||||||||||||
|
DeEtte Gray
President, Business and Information Technology Solutions
|
2024 | 683,371 | — | 2,000,048 | 1,341,999 | — |
78,891
|
4,104,309
|
||||||||||||||||||
| 2023 | 657,600 | — | 1,400,065 | 884,152 | — | 135,604 | 3,077,421 | |||||||||||||||||||
| 2022 | 638,342 | — | 4,300,245 | 760,880 | — | 165,409 | 5,864,876 | |||||||||||||||||||
|
Todd Probert
President, National Security and Innovative Solutions
|
2024 | 602,140 | — | 1,500,271 | 691,612 | — |
93,018
|
2,887,041
|
||||||||||||||||||
| 2023 | 560,083 | — | 1,200,093 | 628,881 | — | 47,125 | 2,436,182 | |||||||||||||||||||
|
2022
|
545,833 | 3,100,420 | 425,260 | 21,315 | 4,092,828 | |||||||||||||||||||||
|
J. William Koegel, Jr.
Executive Vice President, General Counsel and Secretary
|
2024 | 584,132 | — | 1,000,181 | 769,986 | — |
76,670
|
2,430,969
|
||||||||||||||||||
| 2023 | 540,699 | — | 1,000,121 | 580,037 | — | 118,743 | 2,239,600 | |||||||||||||||||||
| 2022 | 529,676 | — | 1,200,205 | 416,223 | — | 119,393 | 2,265,497 | |||||||||||||||||||
(1)
Amounts reported in the Salary column represent actual base salary earned in fiscal years 2024, 2023, or 2022.
(2)
The amounts reported in the Stock Awards column represent the aggregate grant date fair value of each performance-restricted stock unit or restricted stock unit granted during such year, as computed in accordance with ASC 718. See Note 15 of the Company’s audited financial statements for the fiscal year ended June 30, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 8, 2024. The grant date fair value of performance-based awards in fiscal year 2021 was calculated using the Monte Carlo simulation method. The PRSUs granted are based on the following performance conditions: (a) fiscal year 2021 grants are based on the Company’s performance during the year ended June 30, 2021 and the Company’s stock price for the 90-day period ended October 1, 2021, 2022 and 2023 as compared to the stock price for the 90-day period ended October 1, 2020. As of fiscal year 2024, half of the fiscal year 2022 grants are PRSUs based on the Company’s earnings performance during the three-year period ending June 30, 2024, the value of the resulting award would be 104% of the target award; (b) half of the fiscal year 2023 grants are PRSUs based on the Company’s earnings performance during the three-year period ending June 30, 2025, if we achieve maximum performance conditions for this grant, then two times the number of PRSUs granted will vest; (c) half of the fiscal year 2024 grants are PRSUs based on the Company’s earnings performance during the three-year period ending June 30, 2026, if we achieve maximum performance conditions for this grant, then two times the number of PRSUs granted will vest.
(3)
Amounts reported in the Non-Equity Incentive Plan Compensation column represent performance-based incentive compensation earned in fiscal years 2024,2023, and 2022.
(4)
Represents the aggregate change in the actuarial present value of Mr. Mengucci’s accumulated benefit under his Supplemental Executive Retirement Plan. For more information, see “Compensation Discussion and Analysis – Retirement Plans.”
(5)
The table below describes the elements included in All Other Compensation for fiscal year 2024:
41
COMPENSATION TABLES
| Name |
Non-Qualified
Deferred Compensation Contribution (a)
($)
|
Vacation
Sold Back to Company (b)
($)
|
Long-Term Care Premiums
(c)
($)
|
401(k)
Match (d)
($)
|
Perquisites
(e)
($)
|
||||||||||||||||||||||||||||||
| Mr. Mengucci | 139,900 | 83,060 | 11,697 | 9,333 |
193,992
|
||||||||||||||||||||||||||||||
| Mr. MacLauchlan | — | 8,402 | — | 7,992 |
32,327
|
||||||||||||||||||||||||||||||
| Ms. Gray | — | 22,005 | — | 10,947 |
45,939
|
||||||||||||||||||||||||||||||
| Mr. Probert | 43,836 | 18,619 | — | 11,752 |
18,811
|
||||||||||||||||||||||||||||||
| Mr. Koegel | 40,451 | 26,671 | — | 4,804 |
4,744
|
||||||||||||||||||||||||||||||
(a)
Represents the Company’s contribution, net of forfeitures of 5% on compensation in excess of the limit provided in IRC section 401(a)(17), which limit may be adjusted annually.
(b)
Represents cash-out of vacation accrual balance.
(c)
Represents premiums paid by the Company for a long-term care insurance policy.
(d)
50% Company match of the first 8% of contributions by the executive officer under the Company’s 401(k) plan (401(k) Match).
(e)
For Mr. Mengucci includes personal use of a vehicle and personal security driver of $122,610, perquisite allowance of $25,000, automobile expenses of $22,960, executive physical of $3,500, tax and investment services of $16,714, and spousal airfare of $3,208. As discussed in “Benefits and Executive Perquisites” the Company provides the CEO with certain travel security protection due to the nature of our business and security threat information. The amounts reflected in the “All Other Compensation” column include expenses for certain travel security that we treat as perquisites under relevant SEC guidance, even though the need for such expenses arises from the risks associated with Mr. Mengucci position with the Company. For fiscal year 2024, the values shown include personal use of a vehicle and driver used for security purposes for Mr. Mengucci. The aggregate incremental cost for personal security is calculated based on actual billings for services and fees charged directly to the Company by third party firms providing security personnel; these costs are inclusive of a monthly fixed fee for all services, and, as incurred, any additional fees based on daily rates and other expenses. No security personnel under this provision are employees of the Company. To calculate the aggregate incremental cost of Mr. Mengucci’s personal use of the personal security driver and vehicle, we allocated a portion of the actual cost paid to the third-party firms to personal use based on mileage driven for personal use, and actual security costs and fees incurred for any other personal usage of the security services. For any periods where data was not currently available, we based the personal usage allocation on the data currently in our possession.
For Mr. MacLauchlan includes automobile expenses of $32,327.
For Ms. Gray includes automobile expenses of $6,036 and tax and investment services of $39,903.
For Mr. Probert includes automobile expenses of $5,524 and tax and investment services of $13,287.
For Mr. Koegel includes automobile expenses of $4,744.
.
42
COMPENSATION TABLES
Grants of Plan-Based Awards for Fiscal Year 2024
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts
Under Equity Incentive Plan Awards (2) |
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
Grant Date
Fair Value of Stock
and
Option Awards (4) ($) |
||||||||||||||||||||||||||||||||||||||||||||||||||
| Name |
Grant
Date |
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(3)
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Mengucci | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonus | N/A | 585,000 | 1,950,000 | 4,875,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| PRSUs |
10/1/2023
|
— | — | — | 8,362 | 16,724 | 33,448 | — | 5,250,165 | ||||||||||||||||||||||||||||||||||||||||||||
| RSUs |
10/1/2023
|
— | — | — | — | — | — | 16,723 | 5,249,851 | ||||||||||||||||||||||||||||||||||||||||||||
| Mr. MacLauchlan | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonus | N/A | 205,500 | 685,000 |
1,712,500
|
— | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| PRSUs |
10/1/2023
|
— | — | — | 1,593 | 3,186 | 6,372 | — | 1,000,181 | ||||||||||||||||||||||||||||||||||||||||||||
| RSUs |
10/1/2023
|
— | — | — | — | — | — |
3,185
|
999,867 | ||||||||||||||||||||||||||||||||||||||||||||
| Ms. Gray | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonus | N/A | 257,088 | 856,960 | 2,142,400 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| PRSUs |
10/1/2023
|
— | — | — | 1,593 | 3,186 | 6,372 | — | 1,000,181 | ||||||||||||||||||||||||||||||||||||||||||||
| RSUs |
10/1/2023
|
— | — | — | — | — | — | 3,185 | 999,867 | ||||||||||||||||||||||||||||||||||||||||||||
| Mr. Probert | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonus | N/A | 181,764 | 605,880 | 1,514,700 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| PRSUs |
10/1/2023
|
— | — | — | 1,195 | 2,390 | 4,780 | — | 750,293 | ||||||||||||||||||||||||||||||||||||||||||||
| RSUs |
10/1/2023
|
— | — | — | — | — | — | 2,389 | 749,979 | ||||||||||||||||||||||||||||||||||||||||||||
| Mr. Koegel | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonus | N/A | 158,760 | 529,200 | 1,323,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| PRSUs |
10/1/2023
|
— | — | — | 797 | 1,593 | 3,186 | — | 500,090 | ||||||||||||||||||||||||||||||||||||||||||||
| RSUs |
10/1/2023
|
— | — | — | — | — | — | 1,593 | 500,090 | ||||||||||||||||||||||||||||||||||||||||||||
(1)
These amounts represent potential payouts under the 2024 annual incentive plan.
(2)
These amounts represent PRSU grants to NEOs in fiscal year 2024.
(3)
The PRSUs require threshold performance of 90% of three-year target cumulative EBITDA, at which 50% of PRSUs vest. If 110% of three-year target cumulative EBITDA is attained, 200% of PRSUs will vest.
(4)
Amounts represent the grant date fair value of the stock awards granted to the named executive officer during fiscal year 2024, determined pursuant to ASC 718.
43
COMPENSATION TABLES
Outstanding Equity Awards at Fiscal Year-End
| Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Grant Date |
Number
of Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested (1) ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) |
||||||||||||||||||||||||||||||
| Mr. Mengucci | 10/1/2020 |
12,961
(2)
|
5,574,915 | — | — | ||||||||||||||||||||||||||||||
| 10/1/2021 |
3,458
(4)
|
1,487,390 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2021 |
10,373
(3)
|
4,461,738 | — | — | |||||||||||||||||||||||||||||||
|
10/1/2022
|
8,555
(6)
|
3,679,762 | — | — | |||||||||||||||||||||||||||||||
|
10/1/2022
|
12,833
(5)
|
5,519,858 | — | ||||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
16,723
(15)
|
7,193,064 | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
16,724
(14)
|
7,193,494 | |||||||||||||||||||||||||||||||
| Mr. MacLauchlan | 5/9/2022 |
1,276
(7)
|
548,846 | — | — | ||||||||||||||||||||||||||||||
| 10/1/2022 |
575
(6)
|
247,325 | — | ||||||||||||||||||||||||||||||||
| 10/1/2022 |
862
(5)
|
370,772 | — | ||||||||||||||||||||||||||||||||
| 11/1/2022 |
2,201
(9)
|
946,716 | — | — | |||||||||||||||||||||||||||||||
| 11/1/2022 |
3,302
(8)
|
1,420,289 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
3,185
(15)
|
1,369,964 | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
3,186
(14)
|
1,370,394 | |||||||||||||||||||||||||||||||
| Ms. Gray | 10/1/2020 |
3,512
(2)
|
1,510,617 | — | — | ||||||||||||||||||||||||||||||
| 10/1/2021 |
818
(4)
|
351,846 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2021 |
2,452
(3)
|
1,054,679 | — | — | |||||||||||||||||||||||||||||||
| 4/26/2022 |
10,636
(10)
|
4,574,863 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
1,788
(6)
|
769,072 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
2,682
(5)
|
1,153,609 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
3,185
(15)
|
1,369,964 | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
3,186
(14)
|
1,370,394 | |||||||||||||||||||||||||||||||
| Mr. Probert | 6/29/2020 |
2,283
(11)
|
981,987 | — | — | ||||||||||||||||||||||||||||||
| 10/1/2020 |
2,499
(2)
|
1,074,895 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2021 |
692
(4)
|
297,650 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2021 |
2,075
(3)
|
892,520 | — | — | |||||||||||||||||||||||||||||||
| 11/11/2021 |
7,078
(12)
|
3,044,460 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
1,532
(6)
|
658,959 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
2,299
(5)
|
988,869 | |||||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
2,389
(15)
|
1,027,581 | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
2,390
(14)
|
1,028,011 | |||||||||||||||||||||||||||||||
| Mr. Koegel | 10/1/2020 |
1,622
(2)
|
697,671 | — | — | ||||||||||||||||||||||||||||||
| 10/1/2021 |
566
(4)
|
243,454 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2021 |
1,698
(3)
|
730,361 | — | — | |||||||||||||||||||||||||||||||
| 4/26/2022 |
355
(13)
|
152,696 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
1,277
(6)
|
549,276 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2022 |
1,916
(5)
|
824,129 | — | — | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
1,593
(15)
|
685,197 | |||||||||||||||||||||||||||||||
| 10/1/2023 | — | — |
1,593
(14)
|
685,197 | |||||||||||||||||||||||||||||||
44
COMPENSATION TABLES
(1) Based on the $430.13 closing price of the Company's stock on June 28, 2024 (the last trading date of the fiscal year).
(2)
Stock awards granted on October 1, 2020 contain performance conditions whereby the number of units vesting depended upon the Company's financial performance for the year ended June 30, 2021 and the Company's stock price for the 90-day period ended October 1, 2021, October 1, 2022, and October 1, 2023, as compared to the 90-day period ended October 1, 2020. Fifty percent of the stock award will vest on October 1, 2023, and the remaining 50% will vest on October 1, 2024.
(3)
Stock awards granted on October 1, 2021, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2024.
(4)
Stock awards granted on October 1, 2021, that vest in equal increments on October 1, 2022, October 1, 2023 and October 1, 2024.
(5)
Stock awards granted on granted October 1, 2022, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2025.
(6)
Stock awards granted on October 1, 2022, that vest in equal increments on October 1, 2023, October 1, 2024 and October 1, 2025.
(7)
Stock awards granted on May 9, 2022, that have not vested as of June 30, 2024, vests as follows: 1,276 on May 9, 2025.
(8)
Stock awards granted on granted November 1, 2022, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2025.
(9)
Stock awards granted on November 1, 2022, that vest in equal increments on November 1, 2023, November 1, 2024 and November 1, 2025.
(10)
Stock awards granted on April 26, 2022, that had not vested as of June 30, 2024, vest as follows: 10,636 shares on April 26, 2026.
(11)
Stock awards granted on June 29, 2020, that had not vested as of June 30, 2024, vest as follows 2,283 shares on June 29, 2025.
(12)
Stock awards granted on November 11, 2021, that had not vested as of June 30, 2024, vest as follows: 7,078 shares on November 11, 2024.
(13)
Stock awards granted on April 26, 2022, that had not vested as of June 30, 2024, vest as follows: 355 shares on April 26, 2025.
(14)
Stock awards granted on October 1, 2023, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2026.
(15)
Stock awards granted on October 1, 2023, that vest in equal increments on October 1, 2024, October 1, 2025 and October 1, 2026.
Option Exercises and Stock Vested for Fiscal Year 2024
| Stock Awards | ||||||||
| Name |
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized on Vesting (1)
($)
|
||||||
| Mr. Mengucci | 28,962 | 9,092,041 | ||||||
| Mr. MacLauchlan | 2,663 | 993,566 | ||||||
| Ms. Gray | 7,946 | 2,494,488 | ||||||
| Mr. Probert | 3,957 | 1,242,221 | ||||||
| Mr. Koegel | 4,382 | 1,407,834 | ||||||
(1)
These amounts are equal to the closing price of our common stock on the NYSE on the applicable vesting date multiplied by the number of shares vested on that date.
Pension Benefits
| Name | Plan Name |
Number of Years Credited Service
(1)
(#)
|
Present Value of Accumulated Benefit
(2)
($)
|
Payments During Last Fiscal Year
($)
|
||||||||||
|
Mr. Mengucci
|
Supplemental Executive Retirement Plan | >5 | 3,244,055 | — | ||||||||||
| Mr. MacLauchlan | N/A | N/A | N/A | N/A | ||||||||||
| Ms. Gray | N/A | N/A | N/A | N/A | ||||||||||
| Mr. Probert | N/A | N/A | N/A | N/A | ||||||||||
| Mr. Koegel | N/A | N/A | N/A | N/A | ||||||||||
(1)
Mr. Mengucci is credited with more than five years of service under the plan. Mr. Mengucci’s actual years of service with the Company is greater than ten years.
(2)
Mr. Mengucci’s SERP provides an annual payment of $95,000 each year until the later of his death and his spouse’s death if he terminates employment for a reason other than involuntarily for cause on or after age 60. It also provides an annual payment of $175,000 each year until Mr. Mengucci’s death. If Mr. Mengucci’s spouse survives him, she shall receive $47,500 and $87,500 respectively, per year
45
COMPENSATION TABLES
beginning the year following his death and continuing until her death, in the event he terminates employment for a reason other than involuntarily for cause on or after age 60. In the event of a Change of Control, if Mr. Mengucci’s employment is involuntarily terminated for a reason other than for cause or if he voluntarily terminates employment for good reason, Mr. Mengucci and his spouse will receive the full benefits payable under the SERP. If Mr. Mengucci is terminated involuntarily for cause, all benefits of the SERP are forfeited. No payments shall be made to any person, trust or entity under this plan after the death of Mr. Mengucci and his spouse.
Non-Qualified Deferred Compensation for Fiscal Year 2024
| Name |
Executive
Contributions in
Last Fiscal Year
(1)
($)
|
Company
Contributions in
Last Fiscal Year
(2)
($)
|
Aggregate
Earnings in
Last Fiscal
Year
(3)
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last Fiscal
Year End
(4)
($)
|
||||||||||||
| Mr. Mengucci | 187,425 | 139,900 |
123,961
|
— |
3,182,437
|
||||||||||||
| Mr. MacLauchlan | - | - | - | — | - | ||||||||||||
| Ms. Gray | - | - | 107,423 | — | 2,358,088 | ||||||||||||
| Mr. Probert | 62,888 | 43,836 | 2,421 | — | 109,144 | ||||||||||||
| Mr. Koegel | 174,625 | 40,451 | 46,545 | — | 1,256,351 | ||||||||||||
(1)
Executive contributions are included in the Salary and Non-Equity Incentive Plan Compensation columns in the Summary Compensation Table.
(2)
Company contributions are included in the All Other Compensation column of the Summary Compensation Table.
(3)
There were no above-market or preferential earnings on deferred compensation in fiscal year 2024; accordingly, no portion of the amounts in the Aggregate Earnings column are reported as compensation in the Summary Compensation Table.
(4)
Certain amounts in the Aggregate Balance at Last Fiscal Year End column were previously reported in the Summary Compensation Table in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns (in the case of executive contributions) or in the All Other Compensation column (in the case of Company contributions). The amounts previously reported as executive and Company contributions were as follows: (i) Mr. Mengucci, $1,314,677 and $1,218,038; (ii) Ms. Gray, $916,559 and $436,468; and (iii) Mr. Koegel, $418,635 and $164,758.
CEO Pay Ratio
In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the ratio of the annual total compensation of our President and Chief Executive Officer (CEO) during fiscal year 2024 (Mr. Mengucci) to the annual total compensation of our median employee was computed to be 130 to 1 for fiscal year 2024, based on the methodology described below.
As of June 30, 2024, our total active employee population consisted of approximately 22,400 individuals, including our CEO. We compared the annual salary of all active employees, with the exception of Mr. Mengucci, as reflected in our human resources systems of record; as part of this process, we annualized compensation for any employees who were employed for less than the full fiscal year, but we did not annualize the compensation for employees in temporary or seasonal positions. This measure was consistently applied to all individuals in the measured employee population and yielded our “approximate median employee.”
For the approximate median employee, we then calculated their annual total compensation for fiscal year 2024 using the same methodology we used for purposes of determining the annual total compensation of our CEO in the Summary Compensation Table. This yielded compensation for the approximate median employee of $116,191.
The annual total compensation of Mr. Mengucci, as reported in the Summary Compensation Table above, was $15,056,676. The ratio of the annual total compensation of Mr. Mengucci to the compensation for the approximate median employee was then computed, yielding the final result of 130 to 1. We believe this is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
We note that, in determining the employees from which the median employee is identified, SEC rules permit companies to use statistical sampling, reasonable estimates and other reasonable methods. As a result, the pay ratios reported by other companies may have been calculated using methodologies, exclusions and estimates that differ from the
46
COMPENSATION TABLES
ones we used to calculate our pay ratio. Accordingly, our pay ratio may not be directly comparable to the pay ratios of other companies.
Pay Versus Performance
The following table provides four years of the Company’s compensation and performance history prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our executive officers or how the Compensation Committee evaluates compensation decisions in light of company or individual performance. For information on how our Human Resources and Compensation Committee aligns pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page
23
.
The Summary Compensation Table on page
41
shows the salary, annual incentive, and accounting fair value of equity awards granted in the year shown (at the time the grant was made). The Compensation Actually Paid (CAP) table shows the value of the FY23 grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price, and therefore, may be higher or lower than the SCT compensation values.
| Fiscal Year |
Summary Compensation Table Total for PEO
(1)
($)
|
Compensation Actually Paid to PEO
(2)
($)
|
Average Summary Compensation Table Total for Non-PEO NEOs
(3)
($)
|
Average Compensation Actually Paid to Non-PEO NEOs
(2)
($)
|
Value of Initial Fixed $100 Investment Based on: |
Net Income
($M)
|
Revenue
(5)
($M)
|
|||||||||||||||||||
|
Total Shareholder Return
($)
|
Peer Group Total Shareholder Return
(4)
($)
|
|||||||||||||||||||||||||
| 2024 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2021 |
|
|
|
|
|
|
|
|
||||||||||||||||||
(1)
Mr. Mengucci
is included as the Principal Executive Officer (PEO), CEO, for fiscal years 2024, 2023, 2022 and 2021.
(2)
The dollar amounts reported in the "Compensation Actually Paid to PEO" and "Compensation Actually Paid to Non-PEO NEOs" reflect "Total Compensation" as set forth in the Summary Compensation Table for each year, adjusted as follows, and with calculations shown in the tables below. Equity values are determined in accordance with FASB ASC Topic 718. The fair values for outstanding and unvested equity awards made in fiscal years 2019, 2020, and 2021 were estimated using Monte Carlo simulation model factors as disclosed in the company’s Form 10-K for each fiscal year:
•
minus the Annual Stock Award
•
minus the Change in Pension Value
•
plus the Pension Service Cost
•
plus Equity Value, which is calculated as:
a.
the fair value of outstanding and unvested equity awards at the end of each fiscal year for awards granted during the year
b.
plus/(less) the change in fair value as of fiscal year-end for unvested awards
c.
plus the fair value as of vesting for awards granted and vested during the year
d.
plus/(less) the annual change in value as of vesting for prior year's awards
e.
less prior year-end fair value for any equity awards forfeited during the year.
| Fiscal Year |
Summary Compensation Table Total
($)
|
Annual Stock Award
($)
|
Change in Pension Value
($)
|
Pension Service Cost
($)
|
Equity Value
($)
|
Compensation Actually Paid
($)
|
||||||||||||||
| PEO | ||||||||||||||||||||
| 2024 |
|
(
|
(
|
|
|
|
||||||||||||||
| 2023 |
|
(
|
(
|
|
|
|
||||||||||||||
| 2022 |
|
(
|
(
|
|
|
|
||||||||||||||
| 2021 |
|
(
|
(
|
|
|
|
||||||||||||||
| Average of Non-PEO NEOs | ||||||||||||||||||||
| 2024 |
|
(
|
|
|
|
|
||||||||||||||
| 2023 |
|
(
|
|
|
|
|
||||||||||||||
| 2022 |
|
(
|
|
|
|
|
||||||||||||||
| 2021 |
|
(
|
|
|
|
|
||||||||||||||
47
COMPENSATION TABLES
The amounts deducted or added in calculating the Equity Values are included in the table below. In 2024, 2023, 2022 and 2021, the fair value of the grants awarded in the respective years increased at the end of the year due to the growth in stock price, which is a key driver of CAP year-over-year.
|
Fair Value of Current Year Equity Awards at Fiscal Year End
($)
|
Change in Fair Value as of Fiscal Year End for Unvested Awards
($)
|
Fair Value of Awards at Vesting Granted During Year
($)
|
Change in Value of Awards as of Vesting of Prior Year Awards
($)
|
Value of Forfeited Awards
($)
|
Value of Dividends
($)
|
Total Equity Value Included in CAP
($)
|
|||||||||||||||||
| PEO | |||||||||||||||||||||||
| 2024 |
|
|
|
(
|
|
|
|
||||||||||||||||
| 2023 |
|
|
|
(
|
|
|
|
||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
||||||||||||||||
| 2021 |
|
|
|
|
|
|
|
||||||||||||||||
| Average of Non-PEO NEOs | |||||||||||||||||||||||
| 2024 |
|
|
|
|
|
|
|
||||||||||||||||
| 2023 |
|
|
|
(
|
|
|
|
||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
||||||||||||||||
| 2021 |
|
|
|
(
|
|
|
|
||||||||||||||||
(3)
Messrs. MacLauchlan, Probert and Koegel and Ms. Gray are included in the non-PEO NEO averages for 2024.
Messrs. MacLauchlan, Probert, Koegel and Mutryn and Ms. Gray are included in the non-PEO NEO averages for 2023. Messrs. Mutryn, Probert and Koegel and Ms. Gray are included in the non-PEO NEO averages for 2022. Dr. London, Messrs. Mutryn, Bradford and Koegel and Ms. Gray are included in the non-PEO NEO averages for 2021.
(4)
Peer Group is Dow Jones US Computer Services Index Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company's share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company's share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is July 1.
(5)
SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not total shareholder return or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected
Revenue
as this measure for 2024 as reflected in column (i) in the first table above. This performance measure may not have been the most important financial performance measure for years 2023, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
48
COMPENSATION TABLES
Relationship Between Pay and Performance
The following chart illustrates the relationship between TSR and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:
The following chart illustrates the relationship between CACI Revenue and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:
49
COMPENSATION TABLES
The following chart illustrates the relationship between CACI Net Income and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:
Most Important Performance Measures
The table below provides the five most important measures used by the Company to link CAP to our PEO and Non-PEO NEOs in 2024. The measures in this table are not ranked:
|
|
|
|
||||||
|
|
|
|
||||||
(1)
Used as performance metric for PRSUs granted in FY2022, FY2023 and FY2024.
Severance Agreements
Messrs. Mengucci, MacLauchlan, and Koegel have severance agreements with terms of one year with automatic one-year extensions thereafter, unless the Company provides written notice of the Company’s intent to amend the Company’s severance policy with respect to its senior executives and to apply the amended policy to them. In the event the Company provides such notice to them, agreements expire by their terms at the end of the full-term year that begins on the next July 1st following the date such notice is received by the executive officer.
Per the terms of the agreements, employment may be terminated by the Company without a separation payment of any kind in the event of death or a termination for cause as determined by the Board.
In the event of a termination by the Company for disability, the Company is generally required to provide 30 days’ notice and pay any incentive compensation earned but unpaid as of the date of termination for any fiscal year prior to the year in which such termination occurs.
In the event of termination without cause by the Company or resignation for “good reason” by the executive, as defined in the agreements, the Company will pay a severance payment equal to a specified number of months of the executive’s base salary, prorated cash incentive compensation payments otherwise payable under the executive’s incentive compensation plan for the fiscal year of termination, and continued participation in the Company’s health care plan for a
50
COMPENSATION TABLES
defined period of time. Further, for unvested stock grants made prior to fiscal year 2022, the terms of the grant agreements entitle the recipient to receive a prorated portion of the unvested stock based upon the number of full months of service divided by the total vesting timeframe. When the executive’s resignation is not associated with a change in control, “good reason” is defined as (i) a material reduction in the executive’s total compensation and benefit opportunity (other than a reduction made by the Board, acting in good faith, based upon the performance of the executive, or to align the compensation and benefits of the executive with that of comparable executives, based on market data); or (ii) a substantial adverse alteration in the conditions of the executive’s employment. For unvested stock grants made in fiscal year 2022 and thereafter, the terms of the grant agreements entitle the recipient to receive continued vesting of the unvested stock upon termination without cause no earlier than one year following the grant date, subject to the executive’s continued compliance with noncompetition and nonsolicitation covenants.
In the event of a termination without cause or resignation for “good reason” within one year of the effective date (or within six months prior to the effective date for Messrs. Mengucci and MacLauchlan) of a change in control, the agreements provide that the Company will pay similar termination payments as in the preceding paragraph but require the executive’s base salary to be paid for a higher number of specified months and a specified payment based on the average incentive compensation earned by the executive for the five fiscal years immediately preceding the termination. Further, the terms of the grant agreements entitle the recipient to receive their unvested stock. In the event of a change in control, “good reason” is defined as (i) a substantial adverse alteration in the nature or status of the executive’s position or responsibilities from those in effect on the day before the change in control date; or (ii) a change in the geographic location of the executive’s job more than 50 miles from the place at which such job was based on the day before the change in control date.
The table below delineates the benefits upon separation for Messrs. Mengucci, MacLauchlan, and Koegel under the scenarios as described above:
| Mengucci | MacLauchlan | Koegel | |||||||||
| Salary Multiple: Termination for Good Reason or Involuntary Termination Without Cause | 2x | 1x | 1x | ||||||||
|
Salary Multiple: Upon Change in Control and Termination for Good Reason or Involuntary Termination Without Cause
|
2x | 2x | 2x | ||||||||
| Bonus Multiple: Upon Change in Control and Termination for Good Reason or Involuntary Termination Without Cause (average annual payment for last five years) | 2x | 1.5x | 1x | ||||||||
The agreements also restrict each executive officer’s rights to compete with the Company or to offer employment to Company employees following termination.
In the event of a termination of employment, Ms. Gray will receive severance in accordance with the Company’s policies, which provides for six months’ salary upon involuntary separation without cause.
Calculations for various termination scenarios are included in the “Potential Payments on Termination or Change in Control” section below.
Potential Payments on Termination or Change in Control
The table below reflects the amount of compensation payable to each NEO upon termination of employment under various termination scenarios. The tables show the amount of compensation payable to each NEO upon voluntary termination (other than for “good reason”) or retirement not in connection with a change in control, upon termination by the Company without cause or by the NEO for “good reason” other than in connection with a change in control, and upon termination by the Company without cause or by the NEO for “good reason” following a change in control. The amounts shown assume, for illustrative purposes, that such termination was effective as of June 30, 2024, and therefore include amounts earned through such date, and are estimates of the amounts which would be paid to the NEOs upon termination. The actual amounts to be paid can be determined only at the time of the actual separation from the Company.
51
COMPENSATION TABLES
| Name |
Total Cash
Severance
(1)
($)
|
Value of
Continuation
of Benefits
(2)
($)
|
Value of
Employee
Non-qualified
Retirement
Contributions
(3)
($)
|
Value of
Company
Non-qualified
Retirement
Contributions
(4)
($)
|
Value of
Supplemental
Retirement
Benefits
(5)
($)
|
Value of
Unvested
Equity
Awards
(6)
($)
|
Value of
280G Excise
Tax Partial
Protection
($)
|
Total
($)
|
||||||||||||||||||
| Separation Payment in event of Termination without “Good Reason” or Retirement not in connection with a Change in Control | ||||||||||||||||||||||||||
| Mr. Mengucci | — | — | 1,859,306 | 1,337,753 | 3,244,055 | 20,026,853 | N/A | 26,467,967 | ||||||||||||||||||
| Mr. MacLauchlan | — | — | — | — | — | 3,533,948 | N/A | 3,533,948 | ||||||||||||||||||
| Ms. Gray | — | — | 1,839,543 | 539,934 | — | — | N/A | 2,379,477 | ||||||||||||||||||
| Mr. Probert | — | — | 65,437 | — | — | — | N/A | 65,437 | ||||||||||||||||||
| Mr. Koegel | — | — | 871,024 | 400,195 | — | 2,464,955 | N/A | 3,736,174 | ||||||||||||||||||
| Separation Payment in event of Termination for “Good Reason” or Without Cause by Company not in connection with a Change in Control | ||||||||||||||||||||||||||
| Mr. Mengucci | 7,272,696 | 11,322 | 1,859,306 | 1,337,753 | 3,244,055 | 20,026,853 | N/A | 33,751,984 | ||||||||||||||||||
| Mr. MacLauchlan | 1,918,644 | 21,361 | — | — | — | 3,533,948 | N/A | 5,473,953 | ||||||||||||||||||
| Ms. Gray | 342,784 | — | 1,839,543 | 539,934 | — | 9,226,289 | N/A | 11,948,550 | ||||||||||||||||||
| Mr. Probert | 302,940 | — | 65,437 | — | — | 7,846,431 | N/A | 8,214,808 | ||||||||||||||||||
| Mr. Koegel | 1,217,360 | 27,312 | 871,024 | 400,195 | — | 2,464,955 | N/A | 4,980,847 | ||||||||||||||||||
|
Separation Payment in event of Termination for “Good Reason” or Without Cause by Company following a Change in Control
(7)
|
||||||||||||||||||||||||||
| Mr. Mengucci | 14,365,821 | 11,322 | 1,859,306 | 1,337,753 | 3,244,055 | 35,110,222 | N/A | 55,928,478 | ||||||||||||||||||
| Mr. MacLauchlan | 3,600,319 | 21,361 | — | — | — | 6,274,306 | N/A | 9,895,986 | ||||||||||||||||||
| Ms. Gray | 342,784 | — | 1,839,543 | 539,934 | — | 12,155,044 | N/A | 14,877,305 | ||||||||||||||||||
| Mr. Probert | 302,940 | — | 65,437 | 43,836 | — | 9,994,931 | N/A | 10,407,143 | ||||||||||||||||||
| Mr. Koegel | 2,575,346 | 27,312 | 871,024 | 400,195 | — | 3,619,721 | N/A | 7,493,598 | ||||||||||||||||||
(1)
For the Separation Payment following a Change in Control, includes incentive plan amounts earned but not yet paid for fiscal year 2023 for all NEOs.
(2)
Assumes that Messrs. Mengucci, MacLauchlan and Koegel are entitled to receive continuation of health benefits following the date of separation for reasons other than voluntary termination or retirement. For Messrs. Mengucci, MacLauchlan and Koegel, the table value represents the total values of continued current medical, dental and vision insurance coverage over the duration of the coverage period, less the executive’s current portion of the cost, plus the amount required to cover all estimated applicable local, state and federal income and payroll taxes imposed with respect to such payment.
(3)
Represents the value of monies deferred into the non-qualified retirement plan during employment, plus investment gains and losses, that would be payable upon termination.
(4)
Represents the value of all vested Company contributions paid into the non-qualified retirement plan on behalf of the executive officer during employment that would be payable upon termination. In the event of termination for “Good Reason” or without cause within one year after the effective date of a Change in Control, all unvested Company contributions would vest.
(5)
Represents the present value of benefits accrued by Mr. Mengucci through June 30, 2024 under his SERP. The accrued benefit would be paid over his expected remaining lifespan.
(6)
Based on the number of RSUs that would vest and the terms of RSU grants as described in the “Severance and Change in Control Benefits” section, multiplied by the closing price per share of the Company’s common stock as of June 30, 2024. For the performance-based grants made in October 2020 the maximum number of RSUs for which the measurement periods were not complete would be paid upon a change in control. For the performance based grants made in October 2021, 2022 and 2023 the number of RSUs for which the measurement periods were not complete would be paid at target upon a change in control.
(7)
For Messrs. Mengucci, MacLauchlan and Koegel, assumes that the executive officer resigned for “good reason” or was terminated without cause within one year after a change in control. Ms. Gray and Mr. Probert would be entitled to the cash severance only upon termination without cause by the Company.
52
DIRECTOR COMPENSATION
|
Summary
|
||
The Compensation Committee evaluates the compensation and form of compensation for non-employee directors annually. As a part of this process, the Compensation Committee reviews general market data for director compensation as well as director compensation data from the Company’s peer group, the same group used for our executive compensation review, including cash compensation, equity compensation and stock ownership requirements. The Compensation Committee also considers input from its third-party compensation consultant retained by the Compensation Committee, regarding market practices for director compensation. The Compensation Committee intends to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. As a result, non-employee director compensation generally approximates the market median and is periodically adjusted to maintain alignment with market practices. The Compensation Committee intends to continue to conduct director compensation reviews annually.
During fiscal year 2024, each non-employee director received an annual equity retainer and cash retainer based on their chair and committee appointments as outlined in the table below. In addition to the annual retainers, each non-employee director received a fee of $2,000 for in-person special board meetings, $500 for telephonic special board meetings and $500 for telephonic special committee meetings:
| Equity Compensation | Annual Retainer | ||||||||||
|
Board
(1)
|
$175,000 | ||||||||||
|
Chairman of the Board
(2)
|
$255,000 | ||||||||||
| Cash Compensation (Chairs)* | Annual Retainer | ||||||||||
| Chairman of the Board | $220,000 | ||||||||||
| Audit and Risk | $25,000 | ||||||||||
| Human Resources and Compensation | $20,000 | ||||||||||
| Corporate Governance and Nominating | $20,000 | ||||||||||
| Special Programs |
$20,000
|
||||||||||
|
Executive
(3)
|
N/A | ||||||||||
| * In addition to amounts received as member. | |||||||||||
| Cash Compensation (Members) | Annual Retainer | ||||||||||
| Board | $105,000 | ||||||||||
| Audit and Risk | $15,000 | ||||||||||
| Human Resources and Compensation | $10,000 | ||||||||||
| Corporate Governance and Nominating | $10,000 | ||||||||||
| Special Programs | $10,000 | ||||||||||
|
Executive
(3)
|
N/A | ||||||||||
(1)
Equity grants are made in the form of RSUs expressed as a dollar value, in an amount established from time to time by the Compensation Committee. Such RSU awards are made on the date of the Annual Meeting of Shareholders at which time such election occurs, based on the closing price per share of the Company’s common stock on that date. Under the Company’s Director Stock Purchase Plan (DSPP), Directors may also elect to receive RSUs in lieu of up to one hundred percent of their annual cash retainer, with such election to be made prior to the commencement of the effective calendar year. The number of RSUs is based on the fair market value of the stock on the date of issuance.
(2)
The amount listed reflects the total annual retainer for the Chairman of the Board. The Chairman of the Board receives the annual retainer half in cash and half in stock.
(3)
Members of the Executive Committee are compensated $1,500 on a per meeting basis.
53
DIRECTOR COMPENSATION
The annual retainer for the Chairman of the Board is paid on a quarterly basis, half in cash and half in stock. The number of shares issued is based on the closing price per share of the Company’s stock on the first day of the fiscal quarter when such amounts are payable.
Mr. Mengucci received no separate compensation for his service as director, except that he was eligible to be reimbursed for incurred expenses associated with attending meetings of the Board and its committees, such as when meetings were conducted at offsite locations.
The following table summarizes the compensation information for each of our non-employee directors for fiscal year 2024.
|
Director Compensation Table
|
||
| Name |
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
(1)
($)
|
All Other Compensation
(2)
($)
|
Total
($)
|
||||||||||
| Michael A. Daniels | 154,006 | 365,541 | — | 519,547 | ||||||||||
| Lisa S. Disbrow | 130,500 | 175,000 | — | 305,500 | ||||||||||
| Susan M. Gordon | 150,500 | 175,000 | — | 325,500 | ||||||||||
| William L. Jews | 142,000 | 175,000 | — | 317,000 | ||||||||||
| Gregory G. Johnson | 147,000 | 175,000 | — | 322,000 | ||||||||||
| Ryan D. McCarthy | 140,500 | 175,000 | 107,250 | 422,750 | ||||||||||
| Philip O. Nolan | 130,000 | 175,000 | — | 305,000 | ||||||||||
| Debora A. Plunkett | 137,000 | 175,000 | — | 312,000 | ||||||||||
| Stanton D. Sloane | 94,250 | 175,000 | — | 269,250 | ||||||||||
| William S. Wallace | 130,500 | 175,000 | — | 305,500 | ||||||||||
(1) The amounts represent the aggregate grant date fair value computed in accordance with ASC 718 for awards of stock in fiscal year 2024 under the terms of the Company's 2016 Stock Incentive Plan. The grant date fair value per share is the closing price for the Company's stock on the October 19, 2023, grant date ($331.44). For fiscal year 2024, the Company awarded 770 RSUs to Chairman Daniels with a grant date fair value of $255,209. Chairman Daniels also received half of his cash retainer in the form of unrestricted shares and was awarded 88 shares on September 29, 2023($313.93; 83 shares on October 19, 2023; ($331.44); 83 shares on January 18, 2024 ($331.66) and 76 shares on April 18, 2024 ($364.06) each with a grant date fair value of approximately $27,500. Directors Disbrow, Gordon, Jews, Johnson, McCarthy, Nolan, Plunkett and Wallace each received 528 shares with a grant date fair value of $175,000. The outstanding number of RSUs awarded to each director as of June 30, 2024 was as follows: Chairman Daniels 193; Director Disbrow 132; Director Gordon 132; Director Jews 132; Director Johnson 132; Director McCarthy 132; Director Nolan 132; Director Plunkett 132; Director Wallace 132.
(2) Mr. McCarthy received $107,250 in consulting fees from the Company during fiscal year 2024.
|
Director Stock Ownership Guidelines
|
||
The Committee has also adopted stock ownership requirements for non-employee directors to better align their interests with those of shareholders. The requirement is based on five times the value of their base Annual Retainer ($105,000), converted annually on December 1st to a whole number of shares based on the 90-day average price of CACI stock. Until the Director holds the required number of shares, the director is limited with respect to the number of share the director is allowed to sell, and is only allowed to sell one-half of the shares issued with respect to vested RSUs for the purpose of covering the tax burden caused by the vesting; the other one-half that must be retained is used to determine the interim ownership requirement until the full number of shares is reached, with each successive vesting being added to the prior interim requirement in order to establish the new requirement. Only fully owned shares count in the measurement; unvested restricted stock units do not count, nor do any other unvested and/or unexercised instruments. The penalty for non-compliance is that the Director is required to participate in the DSPP, with 100 percent of the director’s earned
54
DIRECTOR COMPENSATION
Annual Retainer and committee fees being applied to the acquisition of CACI stock, until such time as the director meets the required holding level.
Stockholdings are measured annually as of December 1st to determine compliance with the stock ownership guidelines. For the compliance checkpoint on December 1, 2023, this requirement translated into a requirement to hold 1,626 fully owned shares for all non-employee directors on the Board at that time except for Ms. Gordon, Ms. Disbrow, Mr. McCarthy, Mr. Nolan and Mr. Sloane. Ms. Gordon had an interim holding requirement of 1,203 fully owned shares. Ms. Disbrow, Mr. McCarthy and Mr. Nolan had an interim holding requirement of 869 fully owned shares. Interim holding requirements for Mr. Sloane begin on December 1, 2024. The required ownership level will continue to be reviewed annually by the Committee to ensure that it provides enough incentive to properly align the interests of the non-employee directors with those of the Company’s shareholders. All non-employee directors were in compliance with their respective stock ownership requirements as of the December 1, 2023 checkpoint.
55
EQUITY COMPENSATION PLAN INFORMATION
The following table provides additional information as of June 30, 2024 regarding shares of the common stock of the Company authorized for issuance under its equity compensation plans.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
(excluding Securities
Reflected in Column
(a))
|
|
||||||||||||||
|
|
|
|
||||||||||||||||||
|
Equity Compensation Plans Approved by Shareholders
(1)
|
431,230
(2)
|
—
(3)
|
1,558,722
(4)
|
|||||||||||||||||
| Equity Compensation Plans Not Approved by Shareholders | — |
—
|
— | |||||||||||||||||
| Total |
431,230
|
— |
1,558,722
|
|||||||||||||||||
(1)
The equity compensation plans approved by the stockholders of the Company are the 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan), the Director Stock Purchase Plan (DSPP), the Management Stock Purchase Plan (MSPP), and the Employee Stock Purchase Plan (ESPP). Under the terms of the 2016 Plan, the Company may issue, among other awards, non-qualified stock options, restricted stock, restricted stock units (RSUs) and stock-settled appreciation rights (SSARs). The DSPP allows Directors to elect to receive RSUs at the market price of the Company's common stock on the date of the award in lieu of up to 100 percent of their annual retainer fees. The MSPP allows those senior executives with stock holding requirements a mechanism to receive RSUs at 85 percent of the fair market price of the Company's common stock in lieu of up to 100 percent of their annual bonus compensation. The ESPP allows eligible full-time employees to purchase shares of the Company's common stock at 95 percent of the fair market value of share of common stock on the last day of the quarter.
(2)
The number of securities to be issued upon exercise or vesting under stock purchase plans approved by shareholders as of June 30, 2024 is as follows: 2016 Plan, 427,707; the DSPP, 0; and the MSPP, 3,523.
(3)
Represents the weighted average exercise price of the stock options and SSARs issued under the 2016 Plan that were outstanding as of June 30, 2024. As of June 30, 2024, all stock options and SSARs are fully vested and exercised. The weighted-average exercise price above does not include the weighted average market prices of shares underlying RSUs issued under the DSPP, MSPP, ESPP and the 2006 Plan.
(4)
The remaining number of securities available for issuance under stock purchase plans approved by shareholders as of June 30, 2024 is as follows: 2016 Plan, 1,017,119; the DSPP, 69,767; the MSPP, 335,403; and the ESPP, 136,433.
56
AUDIT INFORMATION
AUDIT INFORMATION
| Principal Accountant Fees and Services | ||
The following is a summary of the fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended June 30, 2024 and June 30, 2023.
|
2024
($) |
2023
($)
|
|||||||
|
Audit Fees
(1)
|
3,077,428 | 2,714,500 | ||||||
|
Audit-Related Fees
(2)
|
— | — | ||||||
|
Tax Fees
(3)
|
1,124,000 | 2,995,000 | ||||||
|
Other Fees
(4)
|
9,000 | 13,650 | ||||||
| Total Fees | 4,210,428 | 5,723,150 | ||||||
(1)
Audit Fees include fees paid for professional services rendered for the audit of the Company’s consolidated financial statements (including the audit of internal control over financial reporting) and review of the Company’s consolidated quarterly statements. These fees also include fees for services that are normally provided in connection with the Company’s statutory and regulatory filings.
(2)
Audit-Related Fees consist of fees paid for assurance and related services provided in connection with the audit of the Company’s 401(k) plan financial statements and due diligence.
(3)
Tax Fees are fees paid for professional services rendered for tax compliance, tax advice, and tax planning.
(4)
Other fees are fees for services other than the services reported in audit fees, audit-related fees and tax fees.
| Pre-Approval Policies and Procedures | ||
The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent auditors. This policy generally provides that the Company will not engage its independent auditors to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee, or the engagement is entered into pursuant to one of the pre-approval procedures described below. All such audit services were pre-approved by the Audit Committee.
From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent auditors during the next 12 months. Any such pre-approval is detailed as to the particular services or type of services to be provided and is also generally subject to a maximum dollar amount.
The Audit Committee has also delegated to the chairman of the Audit Committee the authority to approve any audit or non-audit services to be provided to the Company by its independent auditors. Any approval of services by the chairman pursuant to this delegated authority is reported on at the next meeting of the Audit Committee. The
Pre-Approval Policy available on our website at
investor.caci.com
.
57
AUDIT INFORMATION
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2024
In accordance with the Audit Committee Charter, the Audit Committee of the Board assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee Charter was first adopted by the Board in June 1994 and has been reviewed annually and amended as necessary since that date. Each member of the Audit Committee qualifies as “independent” in accordance with Rule 10A-3 of the Exchange Act and the requirements of the NYSE Listed Company Manual, Sections 303A.01, 303A.02, 303A.06, and 303A.07. In fulfilling its responsibilities as set forth in the Audit Committee Charter, the Audit Committee has accomplished the following:
1. It has reviewed and discussed the Company’s audited financial statements with management, including discussions regarding critical accounting policies, financial accounting and reporting principles and practices, the quality of such principles and practices, the reasonableness of significant judgments and estimates, and the effectiveness of internal control over financial reporting;
2. It has discussed with the independent auditors the quality of the financial statements, the clarity of the related disclosures, the effectiveness of internal control over financial reporting, and other items required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;
3. It has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the auditors’ communications with the Audit Committee regarding independence, and has discussed with the independent auditors any matters affecting their independence; and
4. Based on the review and discussions described in subparagraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for filing with the SEC.
RESPECTFULLY SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
William L. Jews,
Chair
Lisa S. Disbrow
Susan M. Gordon
Ryan D. McCarthy
Philip O. Nolan
William S. Wallace
58
MANAGEMENT PROPOSALS
Proposal 1 Election of Directors
In accordance with the Company’s By-laws and Guidelines, the Board, upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following eleven persons to serve as members of the Board until the next annual meeting of shareholders or until a successor has been elected and qualified, or until the director’s earlier death, resignation or removal:
Nominees
| Michael A. Daniels | Scott C. Morrison | ||||
| Lisa S. Disbrow | Philip O. Nolan | ||||
| Susan M. Gordon | Debora A. Plunkett | ||||
| William L. Jews | Stanton D. Sloane | ||||
| Ryan D. McCarthy | Charles L. Szews | ||||
|
John S. Mengucci
(1)
|
|||||
(1)
Under his employment agreement, if Mr. Mengucci no longer serves as Chief Executive Officer of the Company, terminates his employment for any reason or provides notice to the Company regarding such a termination, he shall resign from the Board.
Unless instructed otherwise, the persons named in the accompanying proxy will vote the shares of common stock represented by the proxy
FOR
the election of the eleven nominees listed above. In the event that any nominee becomes unavailable or unwilling to serve as a member of our Board, the proxy holders will vote in their discretion for a substitute nominee.
You can find more information about the leadership skills and other experiences that caused the Corporate Governance and Nominating Committee and the Board to determine that these nominees should serve as directors under “Board of Directors” on page
6
of this proxy statement. Information about our nominating procedures and other corporate governance matters can be found under “Corporate Governance” on page
14
of this proxy statement.
Required Vote
A majority of the votes properly cast for a director nominee is sufficient to elect such director (meaning the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such director nominee). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees.
The election of directors is deemed a non-routine matter under NYSE rules and a beneficial owner’s nominee will not be able to vote on the election of directors without instructions. We encourage all beneficial owners to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting.
CACI Recommendation
Our Board recommends a vote “FOR” the election to the Board of each of the above-mentioned nominees.
59
MANAGEMENT PROPOSALS
Proposal 2 Advisory Vote on Executive Compensation
In accordance with Section 14A of the Exchange Act, we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers, as described in this proxy statement. While this vote is advisory, it will provide information to our Compensation Committee regarding investor sentiment about our compensation principles and objectives. We urge you to read the Compensation Discussion and Analysis beginning on page
24
, compensation tables and related narratives appearing in this proxy statement for more information regarding the compensation of our named executive officers.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the philosophy and structure of our compensation program for our named executive officers as well as the overall compensation of those officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Compensation Committee. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.
Our Board and our Compensation Committee value the opinions of our shareholders. At the 2023 Annual Meeting of Shareholders, our shareholders approved our fiscal year 2023 named executive officers’ compensation, as disclosed in the Compensation Discussion and Analysis and compensation tables, as well as the other narrative executive compensation disclosures contained in the definitive proxy statement for our 2023 Annual Meeting of Shareholders. Our shareholders approved the resolution on executive compensation with over 94% of the votes cast being cast in favor of our executive compensation. Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
Required Vote
On this non-binding matter,
a majority of the votes properly cast on this matter (meaning the number of shares voted “for” this matter must exceed the number of shares voted “against” this matter) is necessary for the matter to be approved. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of this proposal.
A shareholder’s advisory vote on executive compensation is deemed a non-routine matter under NYSE rules and a beneficial owner’s nominee will not be able to vote on executive compensation without instructions. We encourage all beneficial owners to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting.
CACI Recommendation
The Board recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement.
60
MANAGEMENT PROPOSALS
Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has appointed PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm to conduct an audit of the Company’s accounts for fiscal year 2025.
Selection of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders of the Company for ratification. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. However, the Board of Directors is submitting this matter to the shareholders as a matter of good corporate practice.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. Representatives of the Company’s former independent registered public accounting firm are not expected to be present at the Annual Meeting.
Required Vote
A majority of the votes properly cast on this matter (meaning the number of shares voted “for” this matter must exceed the number of shares voted “against” this matter) is necessary for the matter to be approved. Because this is a “routine matter” under NYSE rules, a beneficial owner’s nominee, such as a broker, may vote on the ratification of the Company’s independent registered public accounting firm without instruction from their beneficial owners. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal. If the shareholders fail to vote in favor of the selection, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP and may retain that firm or another without re-submitting the matter to the Company’s shareholders. Even if shareholders vote in favor of the appointment, on an advisory basis, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and the shareholders.
CACI Recommendation
The Board recommends that shareholders vote “FOR” ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
61
ANNUAL MEETING INFORMATION
| Meeting Information | ||
How do I attend the Annual Meeting?
You will be able to attend the Annual Meeting by visiting
www.virtualshareholdermeeting.com/CACI2024
. To participate in the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 9:30 a.m. Eastern Time on October 17, 2024. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin at 9:15 a.m. Eastern Time, and you should allow ample time to ensure your ability to access the meeting. You may submit a question at any time during the meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote online at the Annual Meeting.
What are the matters to be considered at the Annual Meeting?
At the Annual Meeting, shareholders will be asked to consider the following management proposals:
| Proposal | Board Recommendation | |||||||
| 1 | Elect the 11 nominees named in the proxy statement to the Company’s Board of Directors |
FOR
each nominee
|
||||||
| 2 | Approve on a non-binding, advisory basis the compensation of our named executive officers | FOR | ||||||
| 3 |
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025
|
FOR | ||||||
What other matters are being presented at the Annual Meeting?
We are not aware of any other business to be presented at the Annual Meeting. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If, for any reason, any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
How many shares represent a quorum for the Annual Meeting?
The presence by means of remote communication or by proxy of the holders of a majority of the shares entitled to vote at the Annual Meeting constitutes a quorum for the transaction of business at the Annual Meeting. Both abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.
| Voting Instructions | ||
Who is entitled to vote at the Annual Meeting?
All shareholders of record as of the close of business on August 23, 2024 may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. Each shareholder is entitled to one vote for each share held of record on that date. As of the Record Date, there were 22,303,686 shares of common stock outstanding.
62
ANNUAL MEETING INFORMATION
How do I vote?
Shareholders of record can vote at the Annual Meeting by attending the virtual meeting using the control number located on your proxy card or the instructions that accompanied your proxy materials and submitting an electronic ballot. Beneficial owners must obtain a legal proxy from the organization that holds their shares prior to voting at the Annual Meeting.
Via the Internet.
You may submit a proxy or voting instructions over the Internet by going to
www.proxyvote.com
.
By Telephone.
You may submit a proxy or voting instructions by telephone by calling 1-800-690-6903 and following the instructions.
By Mail.
If you received your proxy materials by mail, you may vote by proxy by filling out the proxy card or voting instruction form and sending it back in the envelope provided.
Note that shares represented by properly signed and returned proxies will be voted in accordance with their instructions. In the absence of any instructions, properly signed and returned proxies will be voted in accordance with management’s recommendations.
How can I revoke a proxy or change my vote?
If you are a holder of record and wish to revoke your proxy instructions or change your vote you may change your vote at any time prior to the taking of the vote at the Annual Meeting by:
•
submitting a new proxy or voting instructions with a later date;
•
providing a written notice of revocation to the Company’s Secretary, if you are a registered shareholder; or
•
attending the Annual Meeting and voting in accordance with the voting procedures outlined above.
If you are a beneficial owner and have instructed a broker, bank or other nominee to vote your shares, you must follow your nominee’s instructions to revoke your proxy or vote at the Annual Meeting.
| Voting Information | ||
What is the voting standard at the Annual Meeting?
| Proposal | Vote Requirement |
Effect of Abstentions
|
Effect of Broker Non-Votes
|
|||||||||||
| 1 | Election of 11 Directors named in the Proxy Statement | Majority of Votes Cast | None | None | ||||||||||
| 2 | Approval of Executive Compensation on an Advisory Basis | Majority of Votes Cast | None | None | ||||||||||
| 3 |
Ratification of the appointment of PricewaterhouseCoopers LLP
|
Majority of Votes Cast | None | N/A | ||||||||||
How are broker non-votes and abstentions treated?
Broker non-votes occur when a broker is not permitted to vote on a matter because a beneficial owner has not provided instructions. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at the Annual Meeting are “non-routine,” except for the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2025. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered voting power present or votes cast with respect to that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting. Abstentions are considered voting power present at the Annual Meeting but are not considered votes cast
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ANNUAL MEETING INFORMATION
with respect to the election of directors or Proposals 2 and 3 and thus will not affect the outcome of those matters at the Annual Meeting.
How do I find out the results of the Annual Meeting?
We expect to announce preliminary voting results at the Annual Meeting and publish final voting results on the Investors section of our website at
www.caci.com
. We also expect to disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
| General Information | ||
Why did I receive a notice in the mail regarding the internet availability of proxy materials?
We are furnishing the proxy materials, including this proxy statement and our annual report, to our shareholders by providing access to such documents on the Internet in accordance with rules adopted by the SEC. Instead of receiving printed copies of the proxy materials, most shareholders will receive a Notice of Internet Availability of Proxy Materials that will instruct you on to how to access and review the proxy materials. Our proxy materials are also available on our Investors website at
www.caci.com
. The Notice was first mailed to our shareholders (other than those who previously requested electronic delivery) on September 6, 2024.
If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Your election to receive proxy materials by mail or email will remain in effect until you revoke it.
Will I get more than one copy of the notice or proxy materials if multiple stockholders share my address?
We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple shareholders at the same address, unless we have previously received contrary instructions from one or more shareholders. We will promptly deliver a separate copy of any of these materials to a shareholder upon written or oral request to: CACI International Inc, 12021 Sunset Hills Road, Reston, Virginia 20190, Attn: J. William Koegel, Jr., Corporate Secretary, telephone 703-841-7800. Shareholders can request separate delivery for future meetings in the same manner. Shareholders at the same address who are receiving multiple copies of our proxy materials may contact us using either of these methods to request delivery of a single copy.
Shareholders who hold shares in street name (as described below) may contact their bank, broker or other nominee record holder to request information about householding.
What is the difference between a Shareholder of Record or Beneficial Owner?
If your shares are registered directly with Computershare, N.A., our transfer agent, then you are the “shareholder of record” of the shares. If your shares are held in an account at a broker, bank, trust or other similar organization, then you are a “beneficial owner” of the shares. Most of our shareholders are beneficial owners of their shares.
There are several distinctions in how shareholders receive information and vote their shares that you should be aware of, and we have described such differences in the proxy materials.
How do I inspect the list of shareholders of record?
A complete list of shareholders entitled to vote at the Annual Meeting will be available at the Company’s headquarters for examination from October 6, 2024 through October 16, 2024 for any purpose related to the Annual Meeting and will also be available electronically during the Annual Meeting.
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ANNUAL MEETING INFORMATION
Who bears the cost of this proxy solicitation?
We will bear the costs of soliciting proxies for the Annual Meeting and have retained
Sodali & Co. to assist in soliciting proxies at a fee not to exceed $9,350, plus expenses.
We
may also reimburse banks, brokers, nominees, and other fiduciaries for postage and reasonable clerical expenses incurred by them in forwarding the proxy materials to beneficial holders. Proxies may also be solicited without extra compensation by certain officers, directors and other employees of the Company, by telephone, e-mail, facsimile, personal contact, or by other means.
| Shareholder Proposals for the 2025 Annual Meeting | ||
Proposals for the 2025 Proxy Statement:
Shareholders may present proposals for inclusion in our proxy statement and for consideration at the 2025 Annual Meeting by submitting their proposals in writing to the Company’s Secretary in a timely manner. For a shareholder proposal to be considered for inclusion in our proxy statement for the 2025 Annual Meeting, the Company’s Secretary must receive the written proposal no later than May 9, 2025. If we hold the 2025 Annual Meeting more than 30 days before or after October 17, 2025, we will disclose the new deadline by which shareholder proposals must be received. In addition, shareholder proposals must also comply with all requirements and regulations of Rule 14a-8 under the Exchange Act.
Proposals for the 2025 Annual Meeting:
Shareholders who wish to present a proposal for consideration at the 2025 Annual Meeting, but do not intend for the proposal to be included in our proxy statement, must follow the advance notice provisions of our By-laws. Our By-laws require that such proposals be delivered to the Company’s Secretary in a timely manner and contain information related to the shareholder and the proposal. For a shareholder proposal to be considered timely, the Company’s Secretary must receive the written proposal by no later than May 20, 2025.
Nominations of Director Candidates:
Shareholders may propose Board nominees for consideration by our Corporate Governance and Nominating Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board and should be directed to the Company’s Secretary. In addition, shareholders may also nominate directors for election at the 2025 Annual Meeting by giving timely notice under our By-laws, which require notice within the same period as shareholder proposals that are not intended for inclusion in our proxy statement. Shareholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees submitted under the advance notice requirements of our Bylaws must comply with the additional requirements of Rule 14a-19, including delivery of written notice that sets forth all information required by Rule 14a-19(b) under the Exchange Act.
Please address all correspondence to:
Corporate Secretary
CACI International Inc
12021 Sunset Hills Road
Reston, Virginia 20190
|
|
By Order of the Board of Directors
|
||||
|
September 6, 2024
|
J. WILLIAM KOEGEL, JR.,
Secretary
|
||||
65
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 16, 2024 for shares held directly and by 11:59 p.m. Eastern Time on October 14, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CACI2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on October 16, 2024 for shares held directly and by 11:59 p.m. Eastern Time on October 14, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
CACI INTERNATIONAL INC ATTN. SHAWN QUARNBERG 12021 SUNSET HILLS ROAD RESTON, VA 20190 V56441-P17981 CACI INTERNATIONAL INC The Board of Directors recommends you vote FOR the following: 1.Election of Directors For Abstain Nominees: The Board of Directors recommends you vote FOR proposals 2 and 3.1a.Michael A. Daniels Against Abstain ! ! 2.To approve on a non-binding, advisory basis thecompensation of our named executive officers; and1b.Lisa S. Disbrow ! ! ! 1c. Susan M. Gordon 3.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025. 1d.William L. Jews 1e. Ryan D. McCarthy NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1f. John S. Mengucci1g. Scott C. Morrison 1h. Philip O. Nolan 1i. Debora A. Plunkett ! 1j.Stanton D. Sloane1k. Charles L. Szews Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
garding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com. V22660-P98384 CACI INTERNATIONAL INC PROXY FOR OCTOBER 19, 2023 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael A. Daniels and John S. Mengucci, and each of them, as Proxies of the undersigned, each with full power of substitution, to vote all of the shares of Common Stock of CACI International Inc the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of CACI International Inc to be held virtually at www.virtualshareholdermeeting.com/CACI2023 on October 19, 2023 at 9:30 a.m. Eastern Time and at any adjournment thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL ELEVEN NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS IN ITEM 1, "FOR" ITEMS 2 and 4, and 1 YEAR on proposal 3 ON THE REVERSE SIDE. Please sign exactly as your name is shown on this proxy card. If signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are owned jointly, each owner should sign. If the signer is a corporation, the full corporate name shall be given, and the proxy card shall be signed by a duly authorized officer. By my signature, on the reverse side of this proxy, I acknowledge receipt of the Notice and Proxy Statement for the Annual Meeting of Shareholders of CACI International Inc. Continued and to be signed on reverse sideImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com. V56442-P17981 CACI INTERNATIONAL INC PROXY FOR OCTOBER 17, 2024 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael A. Daniels and John S. Mengucci, and each of them, as Proxies of the undersigned, each with full power of substitution, to vote all of the shares of Common Stock of CACI International Inc the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of CACI International Inc to be held virtually at www.virtualshareholdermeeting.com/CACI2024 on October 17, 2024 at 9:30 a.m. Eastern Time and at any adjournment thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL ELEVEN NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS IN ITEM 1, "FOR" ITEMS 2 AND 3 ON THE REVERSE SIDE. Please sign exactly as your name is shown on this
garding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com. V22660-P98384 CACI INTERNATIONAL INC PROXY FOR OCTOBER 19, 2023 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael A. Daniels and John S. Mengucci, and each of them, as Proxies of the undersigned, each with full power of substitution, to vote all of the shares of Common Stock of CACI International Inc the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of CACI International Inc to be held virtually at www.virtualshareholdermeeting.com/CACI2023 on October 19, 2023 at 9:30 a.m. Eastern Time and at any adjournment thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL ELEVEN NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS IN ITEM 1, "FOR" ITEMS 2 and 4, and 1 YEAR on proposal 3 ON THE REVERSE SIDE. Please sign exactly as your name is shown on this proxy card. If signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are owned jointly, each owner should sign. If the signer is a corporation, the full corporate name shall be given, and the proxy card shall be signed by a duly authorized officer. By my signature, on the reverse side of this proxy, I acknowledge receipt of the Notice and Proxy Statement for the Annual Meeting of Shareholders of CACI International Inc. Continued and to be signed on reverse sideImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10K Wrap are available at www.proxyvote.com. V56442-P17981 CACI INTERNATIONAL INC PROXY FOR OCTOBER 17, 2024 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael A. Daniels and John S. Mengucci, and each of them, as Proxies of the undersigned, each with full power of substitution, to vote all of the shares of Common Stock of CACI International Inc the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of CACI International Inc to be held virtually at www.virtualshareholdermeeting.com/CACI2024 on October 17, 2024 at 9:30 a.m. Eastern Time and at any adjournment thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL ELEVEN NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS IN ITEM 1, "FOR" ITEMS 2 AND 3 ON THE REVERSE SIDE. Please sign exactly as your name is shown on this
proxy card. If signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are owned jointly, each owner should sign. If the signer is a corporation, the full corporate name shall be given, and the proxy card shall be signed by a duly authorized officer. By my signature, on the reverse side of this proxy, I acknowledge receipt of the Notice and Proxy Statement for the nnual Meeting of Shareholders of CACI International Inc. Continued and to be signed on reverse side
TABLE OF CONTENTS
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 SUMMARYBOARD OF DIRECTORS AND EXECUTIVE OFFICERSBoard of DirectorsDirector Nomination ProceduresBoard Composition2024 Nominees for DirectorExecutive OfficersCORPORATE GOVERNANCEGovernance FrameworkStructurePrimary Governance DocumentsBoard of DirectorsBoard LeadershipCommittee Membership and AttendanceCommittee ResponsibilitiesBoard and Committee IndependenceAnnual Board EvaluationsRisk OversightSuccession PlanningShareholder and Interested Party Communications with DirectorsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Party TransactionsCompensation Committee Interlocks and Insider ParticipationSECURITIES OWNERSHIPPrincipal ShareholdersDirectors and ManagementDELINQUENT SECTION 16(A) REPORTSEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisCompensation Committee ReportExecutive Compensation TablesSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock Vested for Fiscal Year-End 2024Pension BenefitsNon-Qualified Deferred CompensationCEO Pay RatioPay Versus Performance