caci-def14a_20210930.htm

DEF 14A 1 caci-def14a_20210930.htm DEF 14A caci-def14a_20210930.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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Filed by a Party other than the Registrant [ ]

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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 30, 2021

Dear Fellow Shareholder:

I cordially invite you to attend our 2021 Annual Meeting of Shareholders on November 11, 2021, 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/CACI2021.

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 Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022. 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.

On behalf of the Board, management and CACI, I would also like to recognize and thank Dr. Warren R. Phillips and Mr. Charles P. Revoile for their service and valuable contributions to the Company over the years. The 2021 Annual Meeting of Shareholders will mark the conclusion of Dr. Phillips’ and Mr. Revoile’s terms as directors, both of whom have supported CACI for more than 40 years. The Board extends our sincere appreciation for their exemplary service and wishes them all the best in the coming years. Their absence will be marked and we shall always value their immeasurable contributions.

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 2021 Annual Meeting of Shareholders

Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2021.

Date and Time:	Thursday, November 11, 2021, 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 2022 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 Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022; 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 September 15, 2021 are entitled to vote at the 2021 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 59 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 59 of our proxy statement. Our proxy statement and annual report are also available at investor.caci.com/events.

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 30, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON NOVEMBER 11, 2021. Proxy materials are first being made available or mailed to our shareholders on or about September 30, 2021.

Table of Contents

PROXY SUMMARY	1
Board of Directors and Executive Officers	6
Board of Directors	6
Director Nomination Procedures	6
Board Composition	6
2021 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	18
Annual Board Evaluations	18
Risk Oversight	18
Succession Planning	19
Shareholder and Interested Party Communications with Directors	19
Certain Relationships and Related Transactions	20

Related Party Transactions	20
Compensation Committee Interlocks and Insider Participation	20
SECURITIES OWNERSHIP	21
Principal Shareholders	21
Directors and Management	22
DELINQUENT SECTION 16(A) REPORTS	22
EXECUTIVE COMPENSATION	23
Compensation Discussion and Analysis	23
Compensation Committee Report	41
Executive Compensation Tables	42
Summary Compensation Table	42
Grants of Plan-Based Awards	43
Outstanding Equity Awards at Fiscal Year-End	44
Option Exercises and Stock Vested	45
Pension benefits for fiscal Year 2021	45
Non-Qualified Deferred Compensation	46
CEO Pay Ratio	46
Severance Agreements	47
Potential Payments on Termination or Change in Control	48

Director Compensation	50
Summary	50
Director Compensation Table	51
Director Stock Ownership Guidelines	51
EQUITY COMPENSATION PLAN INFORMATION	53

AUDIT INFORMATION	54
Principal Accountant Fees and Services	54
Pre-Approval Policies and Procedures	54
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2021	55
MANAGEMENT PROPOSALS	56
Proposal 1 Election of Directors	56
Proposal 2 Advisory Vote on Executive Compensation	57
Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm	58
ANNUAL MEETING INFORMATION	59

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 30, 2021. 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/CACI2021.

Date and Time:		Thursday, November 11, 2021, 9:30 a.m., Eastern time.

Record Date:		Shareholders of record as of September 15, 2021 are entitled to vote at the 2021 Annual Meeting of Shareholders.

Questions about the Annual Meeting:		We encourage you to review “Annual Meeting Information” beginning on page 59 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	56
Approval of Executive Compensation on an Advisory Basis	FOR	Majority of Votes Cast	57
Ratification of the appointment of Ernst & Young LLP	FOR	Majority of Votes Cast	58

PROXY SUMMARY

2021 Director Nominees Summary

The following table provides summary information about each director nominee as of September 15, 2021. 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.	75	2013	✓
Lisa S. Disbrow Former United States Under Secretary of the Air Force	59	—	✓
Susan M. Gordon Former Principal Deputy Director of National Intelligence	63	2020	✓
William L. Jews Former President and Chief Executive Officer of CareFirst, Inc.	69	2013	✓
Gregory G. Johnson Admiral, U.S. Navy (Ret.); Founder, Snow Ridge Associates	75	2006	✓
Ryan D. McCarthy Former United States Secretary of the Army	48	—	✓
John S. Mengucci President and Chief Executive Officer, CACI International Inc	59	2019
Philip O. Nolan General Partner, Blue Delta Capital Partners	62	—	✓
James L. Pavitt President, JLP Associates, LLC	75	2008	✓
Debora A. Plunkett Former Director, Information Assurance Directorate, National Security Agency	61	2018	✓
William S. Wallace General, US Army (Ret.); Former Commander, Fifth U.S. Corps.	74	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 18)	✓ Audit, Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 18)
✓ 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 18)
✓ 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 18)
✓ Executive officers and directors subject to robust stock ownership requirements (Pages 38 and 51)	✓ Clawback policy to recoup any “excess” compensation awarded to our executive officers (Page 39)

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 59)

PROXY SUMMARY

Executive Compensation Summary

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 currently serving named executive officers’ target total direct compensation for fiscal year 2021. For additional information please review “Compensation Discussion and Analysis” on page 23 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	4,800,000
Thomas A. Mutryn	644,000	625,000	1,200,000
DeEtte Gray	620,100	772,000	1,300,000
Gregory R. Bradford	451,200	495,000	515,000
J. William Koegel, Jr.	515,500	500,000	600,000

(1)

In order for the executive officers to receive the target number of shares granted, we must first attain a minimum one-year EPS threshold, after which shares are earned subject to a three-year performance period with the number of shares earned each year based on the growth or decline from the average stock price over the 90 calendar days immediately preceding the grant to the average stock price over the 90 calendar days immediately preceding the first, second and third anniversaries of the grant date. Once fully earned the shares vest equally on the third and fourth anniversaries of the grant date.

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 strategy.

•

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.

PROXY SUMMARY

•

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.

•

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

•

Provides STEM education funding, mentoring, and career preparation and placement to high school-aged children and to children of fallen shadow warriors.

•

Supports our nation’s heroes through its philanthropic programs – veterans, active troops, and their families – who have served.

•

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, a member of the Fortune 500 Largest Companies, 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 59.

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

SEC Form DEF 14A filed by CACI International, Inc.