Charles L. Szews
CACI INTERNATIONAL INC /DE/About Charles L. Szews
Independent director of CACI since 2024, age 68. Former CEO/President/COO/CFO of Oshkosh Corporation with earlier leadership roles at Fort Howard Corporation and audit experience at Ernst & Young. Currently serves as Chair of the Board at Group 1 Automotive, Inc. and as a director at Commercial Metals Company. His background spans manufacturing and technology for defense and commercial markets with extensive financial, audit, operational, strategic planning, and M&A experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation | Chief Executive Officer | 2012–2015 | Led specialty vehicle manufacturer serving defense/commercial markets |
| Oshkosh Corporation | President & Chief Executive Officer | 2011–2012 | Oversaw corporate strategy and operations |
| Oshkosh Corporation | President & Chief Operating Officer | 2007–2011 | Drove operating execution |
| Oshkosh Corporation | EVP & Chief Financial Officer | 1997–2007 | Financial leadership, controls, capital allocation |
| Fort Howard Corporation | Various executive positions | ~8 years | Paper/packaging operations leadership |
| Ernst & Young | Auditor | ~10 years | Public accounting and audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Group 1 Automotive, Inc. (NYSE:GPI) | Chair of the Board | Current | Fortune 250 auto retailer |
| Commercial Metals Company (NYSE:CMC) | Director | Current | Producer for construction industry |
| Additional prior public company boards | Director | Prior | Previously served on five additional public company boards (not individually listed) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined 9 of 10 nominees (90%) are independent; all Audit & Risk, Human Resources & Compensation (HRC), and Corporate Governance & Nominating committees are 100% independent . |
| Committee assignments (FY2025) | Member: Human Resources & Compensation; Member: Corporate Governance & Nominating . |
| Committee chair roles | None disclosed for Mr. Szews in FY2025 . |
| Attendance & engagement | Each incumbent director attended >80% of aggregate Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting . |
| Executive sessions | At least two executive sessions of non‑management directors held in FY2025 . |
| Board/committee evaluations | Annual self‑assessments managed by Corporate Governance & Nominating; CG&N evaluation conducted by Executive Committee to ensure independence . |
| Related‑party transactions | Audit & Risk Committee reviews/approves; none required disclosure under Item 404(a) in FY2025 . |
| Risk oversight | Board and committees oversee financial reporting, cyber, ESG, human capital, and classified program risks per charters . |
Fixed Compensation (Non‑Employee Director Pay – FY2025)
| Component | Amount/Structure | Source |
|---|---|---|
| Board cash retainer (member) | $105,000 annual retainer (standard policy) | |
| Committee member retainers | Audit: $15,000; HRC: $10,000; CG&N: $10,000; Special Programs: $10,000 (in addition to Board retainer) | |
| Committee chair retainers | Audit Chair: $25,000; HRC Chair: $20,000; CG&N Chair: $20,000; Special Programs Chair: $20,000 | |
| Special meeting fees | $2,000 in‑person special Board; $500 telephonic special Board; $500 telephonic special committee | |
| Equity retainer | $175,000 in RSUs at the Annual Meeting grant date price | |
| Chair of the Board retainers | $220,000 cash + $255,000 equity (Chair only) | |
| Mr. Szews – FY2025 cash actually earned | $93,750 | |
| Mr. Szews – FY2025 stock award (RSUs) | $175,311 (331 RSUs at $529.64 grant-date price on Oct 17, 2024) | |
| Mr. Szews – FY2025 total director compensation | $269,061 | |
| Mr. Szews – RSUs outstanding at 6/30/2025 | 166 RSUs |
Performance Compensation (Directors)
| Program Element | Metric(s) | Applies to Non‑Employee Directors? | Notes |
|---|---|---|---|
| Annual equity grant | Time‑based RSUs; no performance metrics | Yes | Non‑employee directors received RSUs (no PSU/option metrics disclosed for directors in FY2025) |
No director‑level performance metrics (e.g., revenue, EBITDA, TSR) are used in determining non‑employee director pay at CACI; equity grants are time‑based RSUs per the director compensation program .
Other Directorships & Interlocks
| Company | Role | Observations |
|---|---|---|
| Group 1 Automotive, Inc. | Chair of the Board | External board role disclosed; no CACI‑reported related‑party transactions . |
| Commercial Metals Company | Director | External board role disclosed; no CACI‑reported related‑party transactions . |
Expertise & Qualifications
- Former CEO/President/COO/CFO with extensive financial, audit, operational, strategy, and M&A experience relevant to defense and commercial manufacturing and technology markets .
- Public company board experience across multiple issuers; current roles at Group 1 Automotive (Chair) and Commercial Metals Company (Director) .
- Not designated as CACI’s “Audit Committee Financial Expert” (that designation is marked for a different director) .
Equity Ownership
| Item | Amount/Status | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 331 shares (includes RSUs vesting within 60 days) | As of Aug 25, 2025 |
| RSUs vesting within 60 days (included above) | 83 | As of Aug 25, 2025 |
| Ownership as % outstanding | <1% (denoted “*” in table) | 21,993,796 shares outstanding as of Aug 25, 2025 |
| RSUs outstanding (separate disclosure) | 166 RSUs outstanding at 6/30/2025 | As of June 30, 2025 |
| Director stock ownership guideline | 5x base Annual Retainer; compliance measured annually; all non‑employee directors in compliance at Dec 1, 2024 checkpoint | Program and compliance status |
| Hedging/pledging | Securities Trading Policy prohibits hedging; pre‑approval required for transactions by officers/directors | Policy overview |
| Section 16 compliance | All officers/directors timely filed in FY2025 except one late filing for another director; no issue noted for Mr. Szews | FY2025 Section 16(a) note |
Governance Assessment
- Independence and committee load: Independent director with roles on two key governance bodies (HRC and CG&N), aligning with oversight of executive pay, governance practices, and nominations .
- Attendance and engagement: Incumbent directors exceeded the 80% attendance threshold and attended the 2024 Annual Meeting; Board held four meetings in FY2025, and at least two executive sessions of non‑management directors were held, supporting independent oversight .
- Pay alignment and ownership: Director pay structure skews to equity via RSUs ($175k), with cash retainer and committee fees; Mr. Szews’ FY2025 mix (~$175k equity vs ~$94k cash) indicates meaningful alignment with shareholders. Directors must maintain holdings equal to 5x the base retainer, and all were in compliance at the last checkpoint .
- Conflicts and related parties: Audit & Risk Committee pre‑approves related‑party transactions; none required disclosure in FY2025. Compensation Committee interlocks: none reported. No Section 16 issues noted for Mr. Szews .
- Compensation committee process: HRC engages an independent consultant (Mercer), with independence assessed and no conflicts found, supporting robust pay governance. Company‑wide Say‑on‑Pay support was strong (98% approval in 2024), indicating broad investor approval of compensation practices .
- Risk controls: Formal clawback policy compliant with SEC/NYSE; insider trading policy prohibits hedging; committees oversee cyber, ERM, ESG, human capital, and classified program risks—hallmarks of mature governance .
RED FLAGS: None identified in Company disclosures for Mr. Szews—no related‑party transactions, no committee interlocks, no Section 16 issues, and strong director ownership/independence framework reported .