DEF: CACI International Sets 2025 Annual Meeting Agenda

CACI International Inc announces its 2025 Annual Meeting of Shareholders to be held virtually on October 16, 2025, to vote on director elections, executive compensation, a new incentive plan, and auditor ratification.

Summary

• The 2025 Annual Meeting of Shareholders will be held virtually on Thursday, October 16, 2025, at 9:30 a.m. Eastern time.
• Shareholders will vote on the election of 10 director nominees, a non-binding advisory vote on named executive officers' 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.
• The executive compensation program for fiscal year 2025 resulted in an average achievement of 120.5% of the targeted corporate annual incentive plan value.
• The proposed 2025 Incentive Compensation Plan authorizes a maximum of 200,000 new shares, plus any remaining from the 2016 plan and forfeited shares, which is estimated to increase the company's overhang from 5.35% to approximately 6.15%.
• The Board of Directors has nominated 10 individuals for election, with 90% of them determined to be independent.

Sentiment

Score: 8

Explanation: The filing highlights strong financial performance above targets for FY2025, robust corporate governance, and a commitment to aligning executive incentives with shareholder value. The proposed incentive plan aims to further attract and retain talent, reinforcing long-term growth, despite a minor increase in potential dilution.

Positives

• The executive compensation program is heavily performance-based, with an average of approximately 81% of named executive officers' (NEOs) target total direct compensation tied to shortand long-term incentives.
• The company achieved an average of 120.5% of the targeted corporate annual incentive plan value for fiscal year 2025, indicating strong performance against objectives.
• Shareholder support for the executive compensation program has been consistently strong, with 98% approval in FY2024, 96% in FY2022, and 94% in FY2023.
• Robust corporate governance practices are in place, including 90% independent director nominees and 100% independent Audit and Risk, Human Resources and Compensation, and Corporate Governance and Nominating Committees.
• The roles of Chair of the Board and Chief Executive Officer are separated, fostering clear accountability and effective decision-making.
• The Board has undergone refreshment, with 7 new director nominees since 2020, balancing experience with fresh perspectives.
• The company demonstrates strong corporate citizenship through commitments to equal employment opportunity, cybersecurity improvement, environmental protection, ethical standards, employee development, and significant military hiring (nearly 40% of its workforce).
• CACI International Inc is recognized as a Fortune 500 Company, Fortune World's Most Admired Company, included in the Russell 1000 Index, and the S&P MidCap 400.
• All named executive officers were in compliance with their respective stock ownership requirements as of July 1, 2025.

Negatives

• A late filing for a single transaction for Mr. Morrison due to an administrative error was noted regarding Section 16(a) reports.
• The approval of the 2025 Incentive Compensation Plan would increase the company's overhang from 5.35% to approximately 6.15%, representing potential dilution for current shareholders.

Risks

• The company faces security risks and operational risks that could materially affect its business.
• The industry faces heightened cybersecurity risks due to the nature of the company's business, requiring continuous oversight and mitigation.
• Risks are present related to tax, accounting, financial reporting systems and processes, enterprise risk management, and legal and regulatory compliance.
• Risks associated with compensation and benefit programs and human capital management are actively monitored.
• Specific risks related to the company's Classified Programs are overseen by the Special Programs Committee.
• Executive compensation may be subject to non-deductibility under Section 162(m) of the Code for amounts exceeding $1 million per covered employee.

Future Outlook

The 2025 Incentive Compensation Plan is designed to promote long-term growth and profitability, increase the stake of key employees and executives in the company's success, align interests with shareholders, keep pace with employee growth, and aid in recruiting and retaining highly qualified individuals. The company will continue to monitor its equity use relative to competitive market norms to ensure an acceptable level of dilution.

Management Comments

• "I cordially invite you to attend our 2025 Annual Meeting of Shareholders on October 16, 2025, 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." Lisa S. Disbrow, Chair of the Board.
• "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 longand short-term goals."
• "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."

Industry Context

CACI International Inc operates primarily in the U.S. federal government sector, deriving approximately 96% of its revenues from defense, intelligence, and civilian customers. The company provides expertise and technology in critical areas such as command, control, communications, and intelligence (C3I), Cyber, Digital Solutions, Enterprise IT, Mission and Engineering Support, Space, and Spectrum Superiority. The industry is characterized by complex business environments, government procurement needs, and heightened cybersecurity risks. The company benchmarks its compensation practices against a peer group of 15 publicly-traded companies with similar size, industry, and operational characteristics, including major players like Booz Allen Hamilton, Leidos Holdings, Inc., and Science Applications International Corporation.

Comparison to Industry Standards

• The executive compensation program is designed to maintain competitive compensation levels, with target total cash compensation evaluated relative to the median of the company's peer group, which includes companies like Booz Allen Hamilton Holding Corporation, Leidos Holdings, Inc., and Science Applications International Corporation.
• Director compensation levels are set to approximate the market median relative to directors at companies of comparable size, industry, and scope of operations.
• Executive stock ownership requirements, such as the CEO's 8x salary multiple, are considered robust and above comparable peer levels, aligning management interests with shareholders.
• The company's 3-year average value-adjusted burn rate of 0.72% is monitored against competitive market norms to manage equity usage and dilution.
• The provision of personal security for the CEO is considered necessary and generally provided to other executives within the industry, reflecting common practice for managing risks associated with senior leadership roles in the defense and intelligence sectors.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Direct impact through voting on key proposals, potential for long-term value creation through performance-based compensation and strategic growth initiatives, and increased dilution from the new incentive plan.
• Employees: Benefit from incentive compensation plans designed to attract, retain, and reward talent, as well as learning and training opportunities, work-life balance initiatives, and equal employment opportunity.
• Customers: Benefit from the company's commitment to cybersecurity improvement, data safeguarding, and delivery of quality and efficiency for national security missions.
• Partners/Suppliers: Supported through initiatives like active agreements with small businesses via federal Mentor-Protégé programs.
• Communities: Benefit from STEM education funding, mentoring, career preparation for high school-aged children, and philanthropic programs supporting veterans, active troops, and their families.

Next Steps

• Shareholders are invited to attend the virtual Annual Meeting on October 16, 2025, to vote on the proposed management proposals.
• The Compensation Committee will evaluate shareholder feedback on executive compensation and determine if any actions are necessary if there is a significant vote against the advisory proposal.
• The company intends to file a registration statement on Form S-8 covering the shares reserved for issuance under the 2025 Incentive Compensation Plan following its effective date.
• The Audit Committee will reconsider the appointment of PricewaterhouseCoopers LLP if shareholders do not ratify their selection for fiscal year 2026.

Key Dates

Recommendation

The filing is a standard proxy statement outlining corporate governance, executive compensation, and a proposed incentive plan. While it confirms strong past performance and a commitment to shareholder alignment, it does not contain new financial results or strategic shifts that would warrant an immediate change in investment stance. The proposed incentive plan and governance practices are generally positive for long-term stability and talent retention, supporting a 'hold' position for existing investors.

Keywords

CACI International, Proxy Statement, Corporate Governance, Executive Compensation, Incentive Plan, Director Election, Auditor Ratification, SEC Filing, Government Contracting, Defense Industry, Intelligence Community, IT Services, Cybersecurity, Shareholder Meeting