caci-20230908

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________

SCHEDULE 14A
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CACI INTERNATIONAL INC

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September 8, 2023

Dear Fellow Shareholder:

I cordially invite you to attend our 2023 Annual Meeting of Shareholders on October 19, 2023, 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/CACI2023.

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; a non-binding advisory vote on the frequency of votes 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 2024. 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 2023 Annual Meeting of Shareholders


Location:	Virtual meeting at www.virtualshareholdermeeting.com/CACI2023.

Date and Time:	Thursday, October 19, 2023, 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 2024 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 approve on a non-binding, advisory basis the frequency of votes to approve the compensation of our named executive officers;
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024; and
	(5)	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 25, 2023 are entitled to vote at the 2023 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 64 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 64 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 8, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON OCTOBER 19, 2023. Proxy materials are first being made available or mailed to our shareholders on or about September 8, 2023.

TABLE OF CONTENTS


PROXY SUMMARY			1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			6

Board of Directors			6
Director Nomination Procedures			6
Board Composition			6
2023 Nominees for Director			9
Executive Officers			14
CORPORATE GOVERNANCE			15

Governance Framework			15
Structure			15
Primary Governance Documents			15
Board of Directors			16
Board Leadership			16
Committee Membership and Attendance			17
Committee Responsibilities			17
Board and Committee Independence			19
Annual Board Evaluations			19
Risk Oversight			19
Succession Planning			20
Shareholder and Interested Party Communications with Directors			20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			21

Related Party Transactions			21
Compensation Committee Interlocks and Insider Participation			21
SECURITIES OWNERSHIP			22

Principal Shareholders			22
Directors and Management			23
DELINQUENT SECTION 16(A) REPORTS			23
EXECUTIVE COMPENSATION			24

Compensation Discussion and Analysis			24
Compensation Committee Report			40
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 2023			45
Pension B e nefits			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
Change of Independent Registered Public Accounting Firm			57
Pre-Approval Policies and Procedures			58
AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2023			59
MANAGEMENT PROPOSALS			60

Proposal 1 Election of Directors			60
Proposal 2 Advisory Vote on Executive Compensation			61
Proposal 3 Advisory Vote on the Frequency of Votes on Executive Compensation			62
Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm			63
ANNUAL MEETING INFORMATION			64

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, 2023. 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/CACI2023.

Date and Time:						Thursday, October 19, 2023, 9:30 a.m., Eastern time.

Record Date:						Shareholders of record as of August 25, 2023 are entitled to vote at the 2023 Annual Meeting of Shareholders.

Questions about the Annual Meeting:						We encourage you to review “Annual Meeting Information” beginning on page 64 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	60
Approval of Executive Compensation on an Advisory Basis	FOR	Majority of Votes Cast	61
Approval of Frequency of Votes on Executive Compensation on an Advisory Basis	1 year	Plurality of Votes Cast	62
Ratification of the appointment of PricewaterhouseCoopers LLP	FOR	Majority of Votes Cast	63

PROXY SUMMARY


2023 Director Nominees Summary

The following table provides summary information about each director nominee as of August 1, 2023. 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.	77	2013	✓
Lisa S. Disbrow Former United States Under Secretary of the Air Force	60	2021	✓
Susan M. Gordon Former Principal Deputy Director of National Intelligence	65	2020	✓
William L. Jews Former President and Chief Executive Officer of CareFirst, Inc.	71	2013	✓
Gregory G. Johnson Admiral, U.S. Navy (Ret.); Founder, Snow Ridge Associates	77	2006	✓
Ryan D. McCarthy Former United States Secretary of the Army	50	2021	✓
John S. Mengucci President and Chief Executive Officer, CACI International Inc	61	2019
Philip O. Nolan General Partner, Blue Delta Capital Partners	64	2021	✓
Debora A. Plunkett Former Director, Information Assurance Directorate, National Security Agency	63	2018	✓
Stanton D. Sloane Former President and Chief Executive Officer of Frequency Electronics, Inc.	73	2023	✓
William S. Wallace General, US Army (Ret.); Former Commander, Fifth U.S. Corps.	76	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 19)			✓ Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 19)
✓ Diversity of experience, expertise, perspectives, and backgrounds (Page 6)			✓ Board refreshment through 7 new director nominees since 2018 (Page 6)

Board Structure and Processes


✓ Separation of the roles of Chairman of the Board and Chief Executive Officer (Page 16)			✓ Board and Committees regularly evaluate their performance through self-assessments (Page 19)
✓ Board oversight of environmental, social and human capital management policies, practices, initiatives and reporting (Page 16)			✓ Active enterprise risk oversight by the Board and Committees (Page 19)
✓ Executive officers and directors subject to robust stock ownership requirements (Pages 24 and 54)			✓ Clawback policy to recoup any “excess” compensation awarded to our executive officers (Page 24)
✓ Audit and Risk Committee provides oversight on cybersecurity practices and related risks (Audit and Risk Committee Charter)

Shareholder Rights


✓ Shareholders may act by written consent (Charter)			✓ All directors elected annually under a majority voting standard (Page 6)
✓ No “poison pill” or similar anti-takeover defenses in place			✓ All shareholders have equal voting rights (Page 64)

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 currently serving named executive officers’ target total direct compensation for fiscal year 2023. 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	1,050,000	1,575,000	6,700,000
Jeffrey D. MacLauchlan	650,000	650,000	2,000,000
DeEtte Gray	659,200	824,000	1,400,000
Todd Probert	561,000	561,000	1,200,000
J. William Koegel, Jr.	541,584	487,426	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, 2025 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 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.

•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.

PROXY SUMMARY

•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.

•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 64.

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.

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.
Cybersecurity/Information Technology Experience			We operate in a rapidly changing security environment and our industry faces heightened cybersecurity risks due to the nature or our business.

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

Johnson

McCarthy

Mengucci

Nolan

Plunkett

Sloane

Wallace

Personal and Professional Ethics and Integrity

Proven commitment to the highest levels of integrity and ethics

•

Senior Leadership

Served in senior leadership roles at large organizations

•

Government/Military

Senior leadership experience in government or the military

•

Policy Making

Experience shaping and overseeing important operation and policy matters

•

Public Company Director

Experience serving on the boards of other public companies

•

Financial Expertise/Literacy

Experience reviewing and overseeing financial reporting and internal controls

•

Risk Oversight/Management

Experience understanding and overseeing the management of various risks

•

Cybersecurity/Information Technology

Direct experience with cybersecurity and information technology risks

•

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			2
5 – 10 years			3
Fewer than 5 years			6

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

2023 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, 77 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) 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 from 2010 to 2022, a commercial provider of secure sensor and safety critical mission processing subsystems. 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, 60 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, 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 national security career, she held senior civilian positions on the United States Joint Staff leading joint warfighting requirements and capabilities development initiatives for the CJCS 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/Northern Watch. 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 commercial 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). She is an Appointed member of the President’s Export Council; a Commissioner on the US Congress’ PPBE Reform Commission; and serves on the DOD Reserve Forces Policy Board.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS


Susan M. Gordon, 65 Director since: 2020 Independent			Ms. Gordon has more than 30 years of leadership experience across a broad spectrum of complex issues, most notably in the development of innovative technology solutions and transformative outcomes for the Intelligence Community.
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 Avantus Federal, OneWeb Technologies and Freedom Consulting, each a private corporation. She also serves on the board for the Pallas Foundation, as a university fellow and advises private companies in the areas of technology, strategy, and leadership.
William L. Jews, 71 Director since: 2013 Independent			Mr. Jews is a senior business and healthcare executive with over 25 years’ experience leading organizational growth, completing successful mergers and acquisitions, achieving profit goals, and delivering superior customer service.
Mr. Jews served as Lead Independent Director and subsequently Chairman of The Ryland Group. Upon 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. 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. In the past five years, Mr. Jews has also served as a director of the Ryland Group, Inc. and the CalAtlantic Group, Inc.
Gregory G. Johnson, 77 Director since: 2006 Independent			As the former Commander, U.S. Naval Forces Europe and Africa, and Commander in Chief, Allied (NATO) Forces Southern Europe, Admiral Johnson (Retired) brings to the Board valuable insights into the Department of Defense, intelligence and international communities.
Since retiring from the U.S. Navy in 2004, Admiral Johnson founded Snow Ridge Associates, a provider of strategic advice and counsel. During his 36-year naval career, Admiral Johnson commanded at every level. He was most recently responsible for naval operations throughout the 91 nations and adjacent seas of the European and African Areas of Responsibility. He developed substantive policy-level relationships with many of those nations, particularly those with maritime equities. Admiral Johnson’s NATO duties included operational-level command of the peace support operations in Bosnia-Herzegovina and Kosovo, as well as NATO missions in Macedonia, Albania, and other Southeastern European nations. Admiral Johnson oversaw the successful implementation of NATO’s Operation Active Endeavor (Mediterranean maritime intercept operations), assumed command of the NATO Response Force at the Istanbul Summit in June 2004, oversaw NATO’s contributions to the Hellenic Republic of Greece’s security efforts during the 2004 Olympics, and was responsible for the establishment of NATO’s training support mission in Iraq. During his naval career, Admiral Johnson was assigned to several senior policy positions in Washington, most notably serving as the executive assistant to the Chairman, Joint Chiefs of Staff (1992 to 1993) and military assistant, first to the Deputy Secretary of Defense and subsequently to the Secretary of Defense (1997 to 2000). Admiral Johnson is active on numerous non-profit boards and serves in several civic and community organizations and institutions.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS


Ryan D. McCarthy, 50 Director since: 2021 Independent			Mr. McCarthy has extensive experience with the Company’s customers having served at the most senior levels within the Department of Defense.
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 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 OneWeb Technologies, Striveworks, and Lynx Software Technologies, each a private corporation.
John S. Mengucci, 61 Director since: 2019			A proven industry leader, Mr. Mengucci has extensive experience in business development and leading highly successful systems, solutions, and services businesses.
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.
Philip O. Nolan, 64 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.
Mr. Nolan currently serves as 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, having previously served as a Venture Partner since November 2017. Mr. Nolan also serves as the chairman of the board of directors for GovernmentCIO LLC, a provider of technology and digital solutions. 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 – 2021. Mr. Nolan also served as chairman of the board of directors and Chief Executive Officer of Stanley Inc., an IT company, from 2002 to 2010, where he also served as President from 1996 to 2010.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS


Debora A. Plunkett, 63 Director since: 2018 Independent			Ms. Plunkett has served in senior leadership positions in the National Security Agency (NSA) and brings CACI’s Board more than 30 years of national security experience in such critical mission areas as cyber security and information assurance.
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, 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, is a Senior Fellow at Harvard University’s Belfer Center, and a professor in the cybersecurity graduate program at the University of Maryland.
Stanton D. Sloane, 73 Director since: 2023 Independent			Mr. Sloane’s prior leadership roles in the aerospace and defense industry, provide valuable insights into company operations and efficiency, as well as strategy for further developing Defense Department business.
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 the Company since 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.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS


William S. Wallace, 76 Director since: 2009 Independent			General Wallace brings to the Board a 39-year record of military service and experience.
From 2005 to 2008, General Wallace led more than 50,000 soldiers and civilian employees at 33 Army schools. He was the architect of the Army’s reorganization in continuation of military operations in Iraq and Afghanistan. He developed the organizational, technical, and warfighting requirements for the Future Combat Systems and other Army modernization efforts. Prior to this, General Wallace was Commanding General of the Army Combined Arms Center from 2003 to 2005, Ft. Leavenworth, Kansas, where he was responsible for the development of new and emerging Army and Joint doctrine, providing the intellectual foundation for military leadership in the 21st century. As Commander of the Fifth U.S. Corps from 2001 to 2003, during the opening campaign of Operation Iraqi Freedom, General Wallace led 140,000 soldiers from Kuwait to Baghdad, and subsequently directed the occupation of Western and Northern Iraq. He served as Commander of the Joint Warfighting Center from 1999 to 2001; Commanding General of the 4th Infantry Division ─ the Army's first “digitized” division that incorporated new C4ISR technologies ─ from 1997 to 1999; and Commanding General of the National Training Center from 1995 to 1997. General Wallace is a 1969 graduate of the United States Military Academy at West Point.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS


Executive Officers

As of August 1, 2023, the executive officers of the Company were John S. Mengucci, President and Chief Executive Officer, and the following six persons indicated in the table below. Biographical information for Mr. Mengucci is provided above under “2023 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, 64 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, 74 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.
Meisha Lutsey, 50 President, Operations Support and Services (January 2021 – Present)			Senior Vice President July 2015 – January 2021, CACI International Inc.
DeEtte Gray, 53 President, Business and Information Technology Solutions (July 2019 – Present)			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.
Todd Probert, 57 President, National Security and Innovative Solutions (July 2020 – Present)			President, Defense and Security for CAE Inc., January 2020 – June 2020; Vice President C2, Space and Intelligence for The Raytheon Company, July 2019 – January 2020; Vice President, Mission Support and Modernization for The Raytheon Company, October 2014 – July 2019.
J. William Koegel, Jr., 68 Executive Vice President, General Counsel & Secretary (March 2014 – Present)			Steptoe & Johnson, 1981-March 2014 (Partner, 1987-March 2014).

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.

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)

SEC Form DEF 14A filed by CACI International Inc.