CACI Sets Virtual Shareholder Meeting, Seeks Approval for New Incentive Plan

Ticker: CACI · Form: DEF 14A · Filed: 2025-09-05T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Meeting, Director Elections, Incentive Plan, Auditor Ratification

Related Tickers: CACI

TL;DR

**CACI's virtual meeting agenda is standard, but watch the 2025 Incentive Compensation Plan approval – it's where the real money moves for execs.**

AI Summary

CACI International Inc's DEF 14A filing, dated September 5, 2025, outlines the agenda for its 2025 Annual Meeting of Shareholders on October 16, 2025, to be held virtually. Key proposals include the election of 10 director nominees, a non-binding advisory vote on named executive officer compensation, approval of the CACI International Inc 2025 Incentive Compensation Plan, and ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026. The company emphasizes its commitment to strong corporate governance, with 90% independent director nominees and 100% independent Audit and Risk, Human Resources and Compensation, and Corporate Governance and Nominating Committees. Executive compensation for fiscal year 2025 includes a base salary of $1,325,000 for CEO John S. Mengucci, with an annual bonus target of $1,987,500 and a long-term incentive target of $12,000,000 tied to cumulative Free Cash Flow for the three fiscal years ending June 30, 2027. The filing also highlights the company's corporate citizenship, including military hiring (nearly 40% of workforce) and STEM education funding.

Why It Matters

This DEF 14A filing is crucial for CACI investors as it details the upcoming shareholder votes on director elections, executive compensation, and a new 2025 Incentive Compensation Plan. The approval of the incentive plan could significantly impact future executive motivation and shareholder dilution, directly affecting investor returns. For employees, the plan's structure and the company's strong military hiring commitment (nearly 40% of workforce) signal CACI's strategic priorities and culture. In a competitive government contracting landscape, CACI's governance structure, with 90% independent directors, aims to assure customers and the market of robust oversight and ethical operations.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals such as director elections and auditor ratification. While the 2025 Incentive Compensation Plan could introduce future dilution, the document itself does not present immediate, high-level financial or operational risks. The company's commitment to robust corporate governance, with 90% independent directors, mitigates some governance-related risks.

Analyst Insight

Investors should carefully review the details of the CACI International Inc 2025 Incentive Compensation Plan to understand its potential impact on future equity dilution and executive alignment. Vote on the advisory executive compensation proposal to signal your approval or disapproval of the current pay structure, especially considering CEO John S. Mengucci's $12,000,000 long-term incentive target.

Executive Compensation

NameTitleTotal Compensation
John S. MengucciCEO$15,312,500
Jeffrey D. MacLauchlanExecutive Officer$9,743,706
DeEtte GrayExecutive Officer$3,604,228
J. William Koegel, Jr.Executive Officer$2,150,716
Tracy WeirExecutive Officer$918,267

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for CACI's 2025 Annual Meeting of Shareholders?

The key proposals for CACI's 2025 Annual Meeting of Shareholders include the election of 10 director nominees, a non-binding advisory vote on named executive officer compensation, approval of the CACI International Inc 2025 Incentive Compensation Plan, and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.

When and where will CACI's 2025 Annual Meeting be held?

CACI's 2025 Annual Meeting of Shareholders will be held on Thursday, October 16, 2025, at 9:30 a.m., Eastern time. It will be conducted online as a virtual meeting, accessible at www.virtualshareholdermeeting.com/CACI2025.

Who are the independent directors on CACI's Board of Directors?

CACI's Board of Directors has 90% independent director nominees. Specific independent nominees include Lisa S. Disbrow (Chair), Susan M. Gordon, William L. Jews, Ryan D. McCarthy, Scott C. Morrison, Philip O. Nolan, Debora A. Plunkett, Stanton D. Sloane, and Charles L. Szews.

What is the CACI International Inc 2025 Incentive Compensation Plan?

The CACI International Inc 2025 Incentive Compensation Plan is a proposal for shareholder approval that will govern future equity-based compensation for executives. For fiscal year 2025, CEO John S. Mengucci's long-term incentive target of $12,000,000 is tied to the company's cumulative Free Cash Flow for the three fiscal years ending June 30, 2027.

What is CACI's CEO John S. Mengucci's compensation for fiscal year 2025?

For fiscal year 2025, CACI's CEO John S. Mengucci has a base salary of $1,325,000, an annual bonus target of $1,987,500, and a long-term incentive target of $12,000,000. The long-term incentive is based on the company's cumulative Free Cash Flow for the three fiscal years ending June 30, 2027.

How does CACI demonstrate its commitment to corporate citizenship?

CACI demonstrates its commitment to corporate citizenship through various initiatives, including a long-standing policy of equal employment opportunity, improving cybersecurity for the company and its supply chain, protecting its environmental footprint, and committing to military hiring, with veterans and military-affiliated individuals representing nearly 40% of its workforce.

What is the role of PricewaterhouseCoopers LLP for CACI?

PricewaterhouseCoopers LLP is proposed for ratification as CACI's independent registered public accounting firm for fiscal year 2026. Their role involves auditing the company's financial statements and providing independent assurance on financial reporting.

How can CACI shareholders vote at the 2025 Annual Meeting?

CACI shareholders can vote on the matters described in the proxy statement by Internet, phone, or by using the return envelope if they received a physical copy. Shareholders can also vote online at the virtual annual meeting if they wish to do so, even if they previously sent in their proxy.

What is CACI's approach to Board composition and refreshment?

CACI's Board composition aims for a substantial diversity of perspectives, background, and experiences. The Corporate Governance and Nominating Committee evaluates candidates based on judgment, business experience, and ability to represent shareholder interests. The Board has also undergone refreshment, with 6 new director nominees since 2020.

What are the stock ownership requirements for CACI's executive officers and directors?

CACI's executive officers and directors are subject to robust stock ownership requirements. This policy is designed to align the interests of the company's leadership with those of its shareholders, promoting long-term value creation.

Industry Context

CACI International Inc operates in the government contracting and IT solutions sector, serving federal agencies. The industry is characterized by significant government spending on defense, intelligence, and civilian programs, with a strong emphasis on technology modernization, cybersecurity, and data analytics. Competition is intense, with a mix of large, established players and smaller, specialized firms vying for contracts.

Regulatory Implications

As a government contractor, CACI is subject to extensive regulations related to procurement, data security, and compliance with government standards. Changes in government spending priorities, cybersecurity mandates, and evolving compliance requirements can significantly impact its operations and profitability.

What Investors Should Do

  1. Review the proposed 2025 Incentive Compensation Plan to understand the structure and performance metrics for future executive and employee rewards.
  2. Evaluate the company's executive compensation practices, particularly the alignment of pay with performance, through the advisory vote on executive compensation.
  3. Consider the company's strong corporate governance, including the high percentage of independent directors and committees, when making voting decisions.
  4. Assess the company's commitment to corporate citizenship, such as its significant workforce representation from the military community and STEM education funding, as part of a broader ESG evaluation.

Key Dates

Glossary

DEF 14A
A filing required by the U.S. Securities and Exchange Commission (SEC) that provides detailed information for shareholders regarding annual meetings, including director nominations, executive compensation, and auditor ratification. (This document is the primary source of information for shareholders to make informed voting decisions at the annual meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in detail in SEC filings. (Their compensation packages, including salary, bonus, and long-term incentives, are detailed in this filing and are subject to shareholder advisory votes.)
Incentive Compensation Plan
A plan designed to motivate and reward employees, particularly executives, by providing compensation based on the achievement of specific performance goals. (The approval of the 2025 Incentive Compensation Plan is a key proposal for shareholders, as it outlines the framework for future executive and employee rewards.)
Free Cash Flow (FCF)
A measure of a company's financial performance calculated as operating cash flow minus capital expenditures. It represents the cash a company generates after accounting for cash outflows to support operations and maintain its capital assets. (Cumulative Free Cash Flow over three fiscal years is a key metric for determining the payout of long-term incentives for the CEO and other executives.)
Advisory Vote on Executive Compensation
A non-binding shareholder vote on the compensation of the company's named executive officers, often referred to as 'Say-on-Pay'. (While non-binding, it provides shareholders with a mechanism to express their views on the company's executive compensation practices.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting and the compensation for fiscal year 2025. Specific comparative financial metrics from the previous year's DEF 14A filing (e.g., revenue growth, margin changes) are not detailed within this proxy statement's summary sections. However, the long-term incentive targets are tied to cumulative Free Cash Flow for the three fiscal years ending June 30, 2027, suggesting a forward-looking performance assessment.

Filing Stats: 4,317 words · 17 min read · ~14 pages · Grade level 15 · Accepted 2025-09-05 16:04:02

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 23 Compensation Discussion and Analysis 23 Compensation Committee Report 39

Executive Compensation Tables

Executive Compensation Tables 40 Summary Compensation Table 40 Grants of Plan-Based Awards 42 Outstanding Equity Awards at Fiscal Year-End 43 Option Exercises and Stock Vested for Fiscal Year-End 2025 44 Pension Benefits 44 Non-Qualified Deferred Compensation 45 CEO Pay Ratio 45 Pay Versus Performance 46 Severance Agreements 49 Potential Payments on Termination or Change in Control 50 DIRECTOR COMPENSATION 52 Summary 52 Director Compensation Table 53 Director Stock Ownership Guidelines 53 EQUITY COMPENSATION PLAN INFORMATION 55 AUDIT INFORMATION 56 Principal Accountant Fees and Services 56 Pre-Approval Policies and Procedures 56 AUDIT COMMITTEE REPORT FOR FISCAL YEAR 202 5 57 MANAGEMENT PROPOSALS 58 Proposal 1 Election of Directors 58 Proposal 2 Advisory Vote on Executive Compensation 59 Proposal 3 A pprove 2025 Incentive Compensation Plan 60 Propos al 4 Ratification of Appointment of Independent Registered Public Accounting Firm 67 ANNUAL MEETING INFORMATION 68 A PPENDIX A - 2025 INCENTIVE COMPENSATION PLAN A-1 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 5, 2025. 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/CACI2025. Date and Time: Thursday, October 16, 2025, 9:30 a.m., Eastern time. Record Date: Shareholders of record as of August 25, 2025 are entitled to vote at the 2025 Annual Meeting of Shareholders. Questions about the Annual Meeting: We encourage you to review "Annual Meeting Information" beginning on page 68 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 con

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 now serving named executive officers' target total direct compensation for fiscal year 2025. For additional information please review "Compensation Discussion and Analysis" on page 23 of this proxy statement. Name Base Salary ($) Annual Bonus Target ($) Long-Term Incentive Target (1) (Equity) ($) John S. Mengucci 1,325,000 1,987,500 12,000,000 Jeffrey D. MacLauchlan 721,853 721,853 2,000,000 DeEtte Gray 712,990 891,238 2,000,000 J. William Koegel, Jr. 605,640 545,076 1,000,000 Tracy Weir 388,267 265,000 265,000 (1) The total number of shares earned is based on the Company's cumulative Free Cash Flow for the three fiscal years ending on June 30, 2027. 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 cybersecurity 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 strategy. Commits to the highest legal and ethical standa

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