Debora A. Plunkett
CACI INTERNATIONAL INC /DE/About Debora A. Plunkett
Independent director of CACI since 2018, age 65, with more than 30 years in national security and cybersecurity, including senior leadership roles at the National Security Agency (NSA). She brings deep information assurance, policy formation, and risk oversight experience; she currently serves as Chair of CACI’s Corporate Governance & Nominating Committee and is a member of multiple other committees. External roles include directorships at Mercury Systems and Nationwide, and she serves on BlueVoyant’s board and as a professor in the University of Maryland cybersecurity graduate program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Security Agency (NSA) | Director, Information Assurance Directorate | Apr 2010 – Nov 2014 | Led NSA’s information assurance/cyber defense mission; directed thousands of professionals worldwide |
| National Security Agency (NSA) | Deputy Director, Information Assurance | Aug 2008 – Apr 2010 | Senior cyber leadership; risk oversight and accreditation initiatives |
| National Security Council | Cybersecurity roles under Presidents Clinton and George W. Bush | Not disclosed | Policy creation at senior levels; advised Executive Branch decision-makers |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Mercury Systems, Inc. | Director | Public | Commercial provider of secure sensor and safety-critical mission processing subsystems |
| Nationwide Insurance | Director | Private/Mutual | Insurance company board service |
| BlueVoyant | Director | Private | Cyber defense company |
| University of Maryland | Professor (Cybersecurity graduate program) | N/A | Academic role in cybersecurity |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board: 90% independent as of Aug 13, 2025) |
| Years on Board | Director since 2018 |
| Committee Assignments | Chair: Corporate Governance & Nominating; Member: Human Resources & Compensation; Member: Special Programs; Member: Executive |
| Attendance | All incumbent directors attended >80% of aggregate Board/committee meetings in FY2025; all attended the 2024 Annual Meeting |
| Meetings | FY2025: Board 4 meetings; each standing committee 4 meetings |
| Executive Sessions | At least two executive sessions of non-management directors held in FY2025 |
Fixed Compensation (Director)
| Component | Amount/Policy | Source |
|---|---|---|
| Fees Earned in Cash (FY2025) | $148,500 | |
| Standard Board Cash Retainer (Member) | $105,000 annually | |
| Committee Chair Fee – Corporate Governance & Nominating | $20,000 annually | |
| Committee Member Fees – Human Resources & Compensation | $10,000 annually | |
| Committee Member Fees – Special Programs | $10,000 annually | |
| Executive Committee | $1,500 per meeting |
Note: CACI also pays special meeting fees ($2,000 in-person Board; $500 telephonic Board/committee) in addition to retainers .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value |
|---|---|---|---|
| Oct 17, 2024 | RSUs (Annual Equity Retainer) | 331 | $175,311 |
| Outstanding RSUs (as of Jun 30, 2025) | RSUs | 166 | N/A (count only) |
Structure: Non-employee directors receive an annual equity retainer in RSUs; directors may also elect to receive RSUs in lieu of up to 100% of cash retainers under the Director Stock Purchase Plan (DSPP). RSUs are issued at fair market value on grant/issuance dates .
Other Directorships & Interlocks
| Entity | Type | Interlock/Notes |
|---|---|---|
| Mercury Systems, Inc. | External directorship | Potential interlock: CACI Chair Lisa S. Disbrow also serves on Mercury Systems’ board (Audit Chair), creating a shared outside board link |
| Nationwide Insurance | External directorship | No CACI-disclosed related-party transactions |
| BlueVoyant | External directorship | No CACI-disclosed related-party transactions |
Related-party review: Audit & Risk Committee reviews and must approve/ratify related-party transactions; upon review, none required disclosure under Item 404(a) for FY2025 (covering directors/officers and immediate family) .
Expertise & Qualifications
- Cybersecurity/Information Assurance: Senior NSA leadership overseeing global information assurance/cyber defense; conceived the National Cyber Security Assistance Program to accredit commercial cyber providers .
- Policy & Risk Oversight: Service on the National Security Council and broader Intelligence Community policy roles; extensive risk oversight experience .
- Recognition: Distinguished Service Medal and Exceptional Civilian Service Award (NSA Director); Rank of Distinguished Executive (Obama) and Meritorious Executive (George W. Bush) .
- Board Skills Matrix: Identified for policy-making, risk oversight/management, senior leadership and cybersecurity/IT skills .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Debora A. Plunkett | 2,564 shares | <1% | Includes 83 RSUs vesting within 60 days of Aug 25, 2025 |
| Outstanding RSUs (Director) | 166 RSUs (at Jun 30, 2025) | N/A | Outstanding RSUs per Director Compensation disclosure |
- Director Stock Ownership Guidelines: 5x base annual cash retainer; measurement annually (Dec 1). All non-employee directors were in compliance as of Dec 1, 2024 .
- Insider Trading/Hedging: Company Securities Trading Policy prohibits personnel from engaging in hedging transactions; pre-approval required for executives and directors .
Governance Assessment
- Committee Leadership and Workload: As Chair of Corporate Governance & Nominating and member of three additional committees (including Special Programs for classified programs oversight), Plunkett is central to governance, risk oversight (including classified programs), and board refreshment/practices .
- Independence & Attendance: Independent, with >80% attendance along with all incumbents, and participation in executive sessions—supports board effectiveness and oversight .
- Compensation Alignment (Director): Simple, median-aligned structure—cash retainers plus time-based RSUs; no options or performance metrics for directors; stock ownership guidelines in place and met—reduces misalignment risk .
- Conflicts/Related Parties: No related-party transactions requiring disclosure; Compensation Committee interlocks/insider participation: none reported—positive governance signal .
- External Interlocks: Shared Mercury Systems directorship with the Board Chair (Disbrow) represents an interlock; while not a related-party transaction, investors may monitor for potential perceived conflicts given both companies serve defense markets .
- Shareholder Signals: Strong Say-on-Pay support (98% in 2024) and use of independent consultant Mercer with no conflicts—suggests effective compensation governance framework (though focused on executives) .
Insider Trades: Section 16(a) compliance review indicates timely filings in FY2025 for directors (exception noted only for another director due to administrative error); no specific Form 4 activity for Plunkett is summarized in the proxy .
Note: An attempt to retrieve Form 4 transactions programmatically was unsuccessful due to an authorization error.
Citations
- Board composition, independence, skills matrix, attendance, committee roles and responsibilities:
- Plunkett biography, age, director since, external roles and recognitions:
- Director compensation structure and Plunkett’s FY2025 director compensation and RSU grant/outstanding RSUs:
- Beneficial ownership and RSUs vesting within 60 days:
- Related-party transactions and compensation committee interlocks:
- Securities Trading Policy (hedging prohibition, pre-approval):
- Say-on-Pay approval and compensation consultant independence:
- Mercury Systems shared directorship (Disbrow) interlock context: