CACI International Inc. Files DEF 14A for Executive Compensation

TL;DR

CACI's DEF 14A is out, detailing exec pay for FY24. Expect info on equity awards & pensions.

AI Summary

CACI International Inc. filed its DEF 14A on September 6, 2024, detailing executive compensation and corporate governance matters for the fiscal year ending June 30, 2024. The filing includes information on equity awards, pension values, and other compensation components for its Named Executive Officers. Key financial periods covered include fiscal years 2021 through 2024.

Why It Matters

This filing provides crucial transparency into how CACI International Inc. compensates its top executives, offering insights into the company's financial priorities and governance practices.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and corporate governance, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 2024-10-17 — Conformed Period of Report (The period for which the filing's information is relevant.)
• 20240906 — Filed As Of Date (The date the filing was officially submitted to the SEC.)
• 2023-07-01 — Fiscal Year Start (Marks the beginning of the most recently reported fiscal year.)
• 2024-06-30 — Fiscal Year End (Marks the end of the most recently reported fiscal year.)

Key Players & Entities

• CACI INTERNATIONAL INC /DE/ (company) — Filer
• 0000016058 (company) — Central Index Key
• RESTON (location) — Business Address City
• VA (location) — Business Address State
• DE (location) — State of Incorporation

FAQ

Filing Documents

• caci-20240906.htm (DEF 14A) — 1162KB
• caci-20240906_g1.jpg (GRAPHIC) — 16KB
• caci-20240906_g10.jpg (GRAPHIC) — 206KB
• caci-20240906_g2.jpg (GRAPHIC) — 8KB
• caci-20240906_g3.jpg (GRAPHIC) — 12KB
• caci-20240906_g4.jpg (GRAPHIC) — 88KB
• caci-20240906_g5.jpg (GRAPHIC) — 83KB
• caci-20240906_g6.jpg (GRAPHIC) — 338KB
• caci-20240906_g7.jpg (GRAPHIC) — 310KB
• caci-20240906_g8.jpg (GRAPHIC) — 306KB
• caci-20240906_g9.jpg (GRAPHIC) — 447KB
• 0000016058-24-000143.txt ( ) — 5823KB
• caci-20240906.xsd (EX-101.SCH) — 2KB
• caci-20240906_def.xml (EX-101.DEF) — 2KB
• caci-20240906_lab.xml (EX-101.LAB) — 2KB
• caci-20240906_pre.xml (EX-101.PRE) — 1KB
• caci-20240906_htm.xml (XML) — 191KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 Compensation Committee Report 40

Executive Compensation Tables

Executive Compensation Tables 41 Summary Compensation Table 41 Grants of Plan-Based Awards 43 Outstanding Equity Awards at Fiscal Year-End 44 Option Exercises and Stock Vested for Fiscal Year-End 2024 45 Pension Benefits 45 Non-Qualified Deferred Compensation 46 CEO Pay Ratio 46 Pay Versus Performance 47 Severance Agreements 50 Potential Payments on Termination or Change in Control 51 DIRECTOR COMPENSATION 53 Summary 53 Director Compensation Table 54 Director Stock Ownership Guidelines 54 EQUITY COMPENSATION PLAN INFORMATION 56 AUDIT INFORMATION 57 Principal Accountant Fees and Services 57 Pre-Approval Policies and Procedures 57 AUDIT COMMITTEE REPORT FOR FISCAL YEAR 202 4 58 MANAGEMENT PROPOSALS 59 Proposal 1 Election of Directors 59 Proposal 2 Advisory Vote on Executive Compensation 60 Propo sal 3 Ratification of Appointment of Independent Registered Public Accounting Firm 61 ANNUAL MEETING INFORMATION 62 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. Date and Time: Thursday, October 17, 2024, 9:30 a.m., Eastern time. Record Date: Shareholders of record as of August 23, 2024 are entitled to vote at the 2024 Annual Meeting of Shareholders Questions about the Annual Meeting: We encourage you to review "Annual Meeting Information" beginning on page 62 of this proxy statement for answers to common questions on attendance, voting and the rules and procedures surrounding the Annual Meeting and the business to be conducted at the Annual Meeting. Meeting Agenda and Voting Matters Board Recommendation Vote Requirement Page El

Executive Compensation 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 ($) Annual Incentive Target ($) Long-Term Incentive Target (1) (Equity) ($) John S. Mengucci 1,300,000 1,950,000 10,500,000 Jeffrey D. MacLauchlan 685,000 685,000 2,000,000 DeEtte Gray 685,568 856,960 2,000,000 Todd Probert 605,880 605,880 1,500,000 J. William Koegel, Jr. 588,000 529,200 1,000,000 (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: Long-standing policy of equal employment opportunity and commitment to treat employees fairly and with mutual respect. 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. Protects and improves our environmental footprint through environmental, health, and safety strat

View Full Filing

View this DEF 14A filing on SEC EDGAR