caci-def14a_20220908.htm

DEF 14A 1 caci-def14a_20220908.htm DEF 14A caci-def14a_20220908.htm

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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	CACI INTERNATIONAL INC
	(Name of Registrant as Specified In Its Charter)


	(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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September 8, 2022

Dear Fellow Shareholder:

I cordially invite you to attend our 2022 Annual Meeting of Shareholders on October 20, 2022, 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/CACI2022.

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 2023. 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,

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 2022 Annual Meeting of Shareholders

Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2022.

Date and Time:	Thursday, October 20, 2022, 9:30 a.m., Eastern time.

Items of Business:	(1)	Election of 11 nominees named in our proxy statement to our Board of Directors to hold office until the 2023 Annual Meeting or until their respective successors have been elected and qualified;

	(2)	To approve on a non-binding, advisory basis the compensation of our named executive officers;
	(3)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023; and

	(4)	To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

Record Date:	Shareholders of record as of August 26, 2022 are entitled to vote at the 2022 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 57 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 57 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com.

12021 Sunset Hills Road

Reston, Virginia 20190
(703) 841-7800
www.caci.com

By Order of the Board of Directors

J. WILLIAM KOEGEL, JR.
Secretary
September 8, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON OCTOBER 20, 2022. Proxy materials are first being made available or mailed to our shareholders on or about September 8, 2022.

Table of Contents

PROXY SUMMARY	1
Board of Directors and Executive Officers	6
Board of Directors	6
Director Nomination Procedures	6
Board Composition	6
2022 Nominees for Director	8
Executive Officers	11
CORPORATE GOVERNANCE	13
Governance Framework	13
Structure	13
Primary Governance Documents	13
Board of Directors	14
Board Leadership	14
Committee Membership and Attendance	15
Committee Responsibilities	15
Board and Committee Independence	17
Annual Board Evaluations	17
Risk Oversight	17
Succession Planning	18
Shareholder and Interested Party Communications with Directors	18
Certain Relationships and Related Transactions	19

Related Party Transactions	19
Compensation Committee Interlocks and Insider Participation	19
SECURITIES OWNERSHIP	20
Principal Shareholders	20
Directors and Management	21
DELINQUENT SECTION 16(A) REPORTS	21
EXECUTIVE COMPENSATION	22
Compensation Discussion and Analysis	22
Compensation Committee Report	38
Executive Compensation Tables	39
Summary Compensation Table	39
Grants of Plan-Based Awards	40
Outstanding Equity Awards at Fiscal Year-End	41
Option Exercises and Stock Vested	42
Pension benefits for fiscal Year 2022	42
Non-Qualified Deferred Compensation	43
CEO Pay Ratio	43
Severance Agreements	44
Potential Payments on Termination or Change in Control	45

Director Compensation	47
Summary	47
Director Compensation Table	48
Director Stock Ownership Guidelines	48
EQUITY COMPENSATION PLAN INFORMATION	50

AUDIT INFORMATION	51
Principal Accountant Fees and Services	51
Change of Independent Registered Public Accounting Firm	51
Pre-Approval Policies and Procedures	52
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2022	53
MANAGEMENT PROPOSALS	54
Proposal 1 Election of Directors	54
Proposal 2 Advisory Vote on Executive Compensation	55
Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm	56
ANNUAL MEETING INFORMATION	57

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 8, 2022. 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/CACI2022.

Date and Time:		Thursday, October 20, 2022, 9:30 a.m., Eastern time.

Record Date:		Shareholders of record as of August 26, 2022 are entitled to vote at the 2022 Annual Meeting of Shareholders.

Questions about the Annual Meeting:		We encourage you to review “Annual Meeting Information” beginning on page 57 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.

Meeting Agenda and Voting Matters

	Board Recommendation	Vote Requirement	Page
Election of 11 Directors named in the Proxy Statement	FOR each nominee	Majority of Votes Cast	54
Approval of Executive Compensation on an Advisory Basis	FOR	Majority of Votes Cast	55
Ratification of the appointment of PricewaterhouseCoopers LLP	FOR	Majority of Votes Cast	56

PROXY SUMMARY

2022 Director Nominees Summary

The following table provides summary information about each director nominee as of August 1, 2022. 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
Michael A. Daniels Chairman of the Board, CACI International Inc Former Chairman and Chief Executive Officer, Mobile 365, Inc.	76	2013	✓
Lisa S. Disbrow Former United States Under Secretary of the Air Force	59	2021	✓
Susan M. Gordon Former Principal Deputy Director of National Intelligence	64	2020	✓
William L. Jews Former President and Chief Executive Officer of CareFirst, Inc.	70	2013	✓
Gregory G. Johnson Admiral, U.S. Navy (Ret.); Founder, Snow Ridge Associates	76	2006	✓
Ryan D. McCarthy Former United States Secretary of the Army	49	2021	✓
John S. Mengucci President and Chief Executive Officer, CACI International Inc	60	2019
Philip O. Nolan General Partner, Blue Delta Capital Partners	63	2021	✓
James L. Pavitt President, JLP Associates, LLC	76	2008	✓
Debora A. Plunkett Former Director, Information Assurance Directorate, National Security Agency	62	2018	✓
William S. Wallace General, US Army (Ret.); Former Commander, Fifth U.S. Corps.	75	2009	✓

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

✓ Director Nominees are over 90% independent (Page 17)	✓ Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 17)
✓ Diversity of experience, expertise, perspectives, and backgrounds (Page 6)	✓ Board refreshment through 6 new director nominees since 2018 (Page 7)

Board Structure and Processes

✓ Separation of the roles of Chairman of the Board and Chief Executive Officer (Page 14)	✓ Board and Committees regularly evaluate their performance through self-assessments (Page 17)
✓ Board oversight of environmental, social and human capital management policies, practices, initiatives and reporting (Page 15)	✓ Active enterprise risk oversight by the Board and Committees (Page 17)
✓ Executive officers and directors subject to robust stock ownership requirements (Pages 36 and 48)	✓ Clawback policy to recoup any “excess” compensation awarded to our executive officers (Page 37)

Shareholder Rights

✓ Shareholders may act by written consent. (Charter)	✓ All directors elected annually under a majority voting standard (Page 8)
✓ No “poison pill” or similar anti-takeover defenses in place	✓ All shareholders have equal voting rights (Page 57)

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 2022. For additional information please review “Compensation Discussion and Analysis” on page 22 of this proxy statement.


Name	Base Salary ($)	Annual Incentive Target ($)	Long-Term Incentive Target⁽¹⁾ (Equity) ($)
John S. Mengucci	1,000,000	1,500,000	5,500,000
Thomas A. Mutryn	655,000	655,000	1,500,000
DeEtte Gray	640,000	800,000	1,300,000
Todd Probert	550,000	550,000	1,100,000
J. William Koegel, Jr.	531,000	478,000	900,000

(1)	The total number of shares earned is based on the Company’s cumulative EBITDA for the three fiscal years ending on June 30, 2024 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:

•

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.

•

Offers a variety of learning and training opportunities for our employees – at every level – for mobility and career development.

•

Undertakes initiatives to expand the diversity and inclusion of its workforce, foster inclusion, promote work-life balance, and enhance the Company’s strong culture.

•

Commits to military hiring, with veterans, military spouses, National Guard, and reserve employees representing more than a third of our workforce.

PROXY SUMMARY

•

Supports small and disadvantaged business, maintaining active agreements with small businesses through various federal Mentor-Protégé programs.

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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.

•

Developed early and frequent communications, guidelines, and policies to inform and support our employees during the COVID-19 outbreak.

•

Recognized as a Fortune World’s Most Admired Company, the Russell 1000 Index, and the S&P MidCap 400.

•

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 www.caci.com/corporate-social-responsibility-environmental-social-governance.

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:

•

Demonstrated judgment, intelligence and character;

•

Record of substantial business experience relevant to the Company;

•

Ability to represent the interests of our shareholders;

•

Understanding of executive leadership, marketing, finance and corporate strategy;

•

Ability to dedicate sufficient time, energy and attention to the performance of their duties; and

•

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 57.

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, and while the Board does not have a formal diversity policy, the 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.

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.

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

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:

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

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

2022 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.

Michael A. Daniels, 76

Director since: 2013

Independent

Chairman of the Board

Mr. Daniels brings to the board extensive executive experience in the technology industry and experience serving as a director of public companies, including software, internet, communications, cybersecurity and advanced artificial intelligence and machine learning.

Mr. Daniels serves as Chairman of the Board of CACI International. From March 2020 until January 2021, he served as Vice Chairman of the Board of CACI International. He was elected Chairman in January 2021. Mr. Daniels currently serves as a Director of Blackberry (NYSE), Mercury Systems (NASDAQ) and Two Six Technologies. 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. Mr. Daniels served in a number of senior executive positions at Science Applications International Corporation (SAIC), a scientific, technical and professional services firm (NYSE) including Sector Vice President and Head of Commercial and International from December 1986 to May 2004. From 1997 to 2003, Mr. Daniels served on the Board of Directors of Telcordia Technologies. Mr. Daniels served as the Chairman of the Board of Mobile 365, Inc. from May 2005 to November 2006 and served as the Chief Executive Officer from December 2005 to November 2006. Sybase acquired Mobile 365 in November 2006. Mr. Daniels was a director of Sybase (NYSE), a publicly traded global enterprise software and services company from 2007 until its acquisition by SAP in 2010. From 2007 until 2013 Mr. Daniels served as Chairman of Global Logic, a global digital engineering firm, which was acquired by Apax Partners. Mr. Daniels served as Chairman of the Board of the Logistics Management Institute (LMI) from 2008 until 2017. Mr. Daniels served as the Chairman of lnvincea, an advanced cybersecurity products company, from 2010 until 2017 when lnvincea was acquired by Sophos, a UK public company. From 2017 until 2021, Mr. Daniels served as Chairman of Two Six Labs, an advanced cybersecurity products and services company, which was acquired by the Carlyle Group.

Lisa S. Disbrow, 59

Director since: 2021

Independent

Ms. Disbrow has over 32 years of experience in the national security industry and broad experience serving on public boards for providers of technology and solutions both commercially and to government customers.

Ms. Disbrow retired as the 25th Senate-confirmed Under Secretary of the United States Air Force in June 2017. Concurrent with that position, from January 2017 through May 2017, Ms. Disbrow served as the Acting Secretary of the United States Air Force. Ms. Disbrow previously served as the Assistant Secretary of the Air Force for Financial Management and Comptroller. Throughout her 32-year national security career, she held senior civilian positions on the United States Joint Chiefs of Staff leading joint warfighting requirements and capabilities development initiatives as the Vice Director of J8, in the National Reconnaissance Office as a Systems Engineer, and on the National Security Council. Ms. Disbrow joined the United States Air Force in 1985, and served in intelligence, programm

SEC Form DEF 14A filed by CACI International Inc.