CACI INTERNATIONAL INC /DE/
For the period ended Oct 15, 2026. Filed Sep 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 15, 2026 · Filed Sep 4, 2026
Contents
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 4, 2026. 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/CACI2026. |
|---|---|
| Date and Time: | Thursday, October 15, 2026, 9:30 a.m., Eastern time. |
| Record Date: | Shareholders of record as of August 21, 2026 are entitled to vote at the 2026 Annual Meeting of Shareholders. |
| Questions about the Annual Meeting: | We encourage you to review “Annual Meeting Information” beginning on page 66 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 10 Directors named in the Proxy Statement | FOR each nominee | Majority of Votes Cast | 63 |
| Approval of Executive Compensation on an Advisory Basis | FOR | Majority of Votes Cast | 64 |
| Ratification of the appointment of PricewaterhouseCoopers LLP | FOR | Majority of Votes Cast | 65 |
2026 Director Nominees Summary
The following table provides summary information about each director nominee as of August 1, 2026. 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 |
|---|---|---|---|
| Lisa S. DisbrowChair of the Board, CACI International Inc Former United States Under Secretary of the Air Force | 63 | 2021 | ✓ |
| Adm. Michael Gilday (Ret.)Former Chief of Naval Operations | 63 | 2026 | ✓ |
| Susan M. GordonFormer Principal Deputy Director of National Intelligence | 68 | 2020 | ✓ |
| David F. KefferFormer Corporate Vice President and Chief Financial Officer, Northrop Grumman | 48 | 2026 | ✓ |
| John S. MengucciPresident and Chief Executive Officer, CACI International Inc | 64 | 2019 | |
| Scott C. MorrisonFormer Executive Vice President and Chief Financial Officer, Ball Corporation | 64 | 2024 | ✓ |
| Philip O. NolanGeneral Partner, Blue Delta Capital Partners | 67 | 2021 | ✓ |
| Debora A. PlunkettFormer Director, Information Assurance Directorate, National Security Agency | 66 | 2018 | ✓ |
| Stanton D. SloaneFormer President and Chief Executive Officer of Frequency Electronics, Inc. | 76 | 2023 | ✓ |
| Charles L. SzewsFormer President and Chief Executive Officer of Oshkosh Corporation | 69 | 2024 | ✓ |
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 90% independent (Page 21) | ✓ Audit and Risk, Human Resources and Compensation and Corporate Governance and Nominating Committees are 100% independent (Page 21) |
|---|---|
| ✓ Diversity of experience, expertise, perspectives, and backgrounds (Page 6) | ✓ Board refreshment through 8 new director nominees since 2020 (Page 6) |
Board Structure and Processes
| ✓ Separation of the roles of Chair of the Board and Chief Executive Officer (Page 18) | ✓ Board and Committees regularly evaluate their performance through self-assessments (Page 22) |
|---|---|
| ✓ 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 22) |
| ✓ Executive officers and directors subject to robust stock ownership requirements (Pages 40 and 58) | ✓ Clawback policy to recoup any “excess” compensation awarded to our executive officers (Page 41) |
| ✓ 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 66) |
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 2026. For additional information please review “Compensation Discussion and Analysis” on page 26 of this proxy statement.
| Name | Base Salary ($) | Annual Bonus Target($) | Long-Term Incentive Target(1) (Equity) ($) |
|---|---|---|---|
| John S. Mengucci | 1,378,000 | 2,480,400 | 13,000,000 |
| Jeffrey D. MacLauchlan | 745,312 | 745,313 | 2,000,000 |
| DeEtte Gray | 736,163 | 920,204 | 2,300,000 |
| J. William Koegel, Jr. | 625,323 | 562,791 | 1,000,000 |
| Dave Young(2) | 740,000 | N/A | N/A |
(1)The total number of shares earned will be based on the Company’s cumulative Free Cash Flow for the three fiscal years ending on June 30, 2028.
(2)Dr. Young was appointed Executive Vice President and Chief Operating Officer on June 22, 2026.
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:
Promotes our 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 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 career development and mobility.
Undertakes initiatives to 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 nearly 40% of our workforce.
Supports small 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 rewards employees who demonstrate outstanding achievement with their team, their customers, and the Company.
Recognized as a Fortune 500 Company, 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 https://www.caci.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.