J. William Koegel, Jr.
CACI INTERNATIONAL INC /DE/About J. William Koegel, Jr.
J. William Koegel, Jr. is Executive Vice President, General Counsel & Secretary of CACI, serving since March 2014; he is 70 years old and previously spent 33 years at Steptoe & Johnson, becoming Partner in 1987 . As Corporate Secretary, he is the point of contact for Board communications, underscoring his governance remit . FY2025 compensation outcomes were driven by company performance with average annual incentive achievement of 120.5% and long-term incentives tied to three-year cumulative Free Cash Flow; principal performance measures used across NEOs include CACI Revenue, CACI EBITDA, U.S. Operations Revenue, U.S. Operations Collections, U.S. Operations EBIT Margin, and three-year cumulative Free Cash Flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steptoe & Johnson | Partner (previously Attorney) | 1981–2014 (Partner 1987–2014) | Deep legal expertise; transitioned from law firm partner to CACI’s chief legal officer . |
External Roles
No external public-company directorships or other external roles disclosed in the proxy for Koegel .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 540,699 | 584,132 | 604,170 |
| Stock Awards ($, ASC 718 grant-date fair value) | 1,000,121 | 1,000,181 | 1,000,116 |
| Non-Equity Incentive (Annual Bonus) ($) | 580,037 | 769,986 | 656,817 |
| All Other Compensation ($) | 118,743 | 76,670 | 98,638 |
| Total ($) | 2,239,600 | 2,430,969 | 2,359,741 |
| FY2025 Target Pay Components | Value |
|---|---|
| Base Salary ($) | 605,640 |
| Target Annual Bonus ($ and % of base) | 545,076 (90%) |
| Long-Term Incentive Target (Equity) ($) | 1,000,000 |
Performance Compensation
| Plan | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2025 Annual Bonus | CACI Revenue, CACI EBITDA; U.S. Ops Revenue, Collections, EBIT Margin; Company-wide measures with individual modifier; Koegel payout matched corporate average | Not disclosed | Target $545,076 | Earned $656,817 | 120.5% of target | Cash paid; plan design approved April 2024 |
| FY2025 PRSUs (granted 10/1/2024) | Three-year cumulative Free Cash Flow (FY2025–FY2027) | Not disclosed | Threshold 90% FCF = 50% vest; Target 100% = 100%; Stretch 110% = 200% | In-progress; not yet measured | 0–200% of target shares | Cliff vest after 3 years (measurement ends 6/30/2027) |
| FY2024 PRSUs (granted 10/1/2023) | Three-year cumulative EBITDA (FY2024–FY2026) | Not disclosed | Performance-based | In-progress; not yet measured | 0–200% | Cliff vest after 3 years (measurement ends 6/30/2026) |
| FY2023 PRSUs (granted 10/1/2022) | Three-year cumulative EBITDA (FY2023–FY2025) | Not disclosed | Performance-based | Measurement completed FY2025; vest 10/1/2025 | 0–200% | Cliff vest after 3 years (measurement ends 6/30/2025) |
| RSUs (retention) | Time-based | N/A | N/A | N/A | N/A | Ratable vesting 1/3 per year over three years (e.g., 10/1/2025, 10/1/2026, 10/1/2027 for FY2025 grants) |
FY2025 equity split: 50% RSUs, 50% PRSUs for all NEOs; RSUs vest ratably over three years; PRSUs tied to three-year cumulative Free Cash Flow with straight-line interpolation between cut and stretch up to 200% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Aug 25, 2025) | 29,005 shares; <1%; includes 3,415 shares issuable upon RSU vesting within 60 days |
| Ownership Guidelines | Required holding: 5x base salary for Koegel |
| Compliance Status | All NEOs, including Koegel, in compliance as of July 1, 2025 |
| Hedging/Pledging | Awards under 2025 Plan subject to clawback; awards cannot be sold, transferred for value, pledged, or hypothecated except limited family transfers; Company requires pre-approval for any transactions in Company securities; no formal hedging policy; no pledging disclosed |
| Outstanding Unvested Awards (6/30/2025) | RSUs: 639 (10/1/2022) = $304,611; 1,063 (10/1/2023) = $506,732. PRSUs: 1,916 (10/1/2022) = $913,357; 1,593 (10/1/2023) = $759,383; PRSUs (equity incentive plan awards): 989 (10/1/2024) = $471,456; 989 (10/1/2024) = $471,456; values at $476.70 close on 6/30/2025 . |
| FY2025 Grants of Plan-Based Awards (counts) | RSUs: 989; PRSUs: Target 989; Threshold 495; Max 1,978; grant-date fair value $500,058 each for RSUs and PRSUs . |
Insider trading and selling pressure:
- 970 shares sold on Aug 29, 2024 for ~$468,772; Form 4 filed Sept 3, 2024 .
- 500 shares sold on Mar 6, 2024 for ~$188,740; Form 4 filed Mar 8, 2024 .
- Disclosure confirms 989 RSUs granted 10/1/2024 with 1/3 per year vest; PRSUs granted 10/1/2024 with three-year performance vesting .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | One-year term with automatic one-year extensions unless Company gives notice; applicable to Mengucci, MacLauchlan, and Koegel . |
| Separation (no CIC): Good Reason or Without Cause | Salary multiple: 1x for Koegel; continued benefits; prorated incentive compensation; continued vesting for post-FY2022 grants if termination is without cause ≥1 year after grant, subject to non-compete/nonsolicit . |
| Separation following Change in Control (double trigger) | Salary multiple: 2x; Bonus multiple: 1x (average of last five years); vesting of unvested stock upon qualifying termination within one year after CIC; double-trigger policy consistent with market practice . |
| Non-compete / Non-solicit | Restrictions apply post-termination; executives restricted from competing or soliciting Company employees . |
| Clawback | Awards under the 2025 Plan are subject to Company clawback policy; future clawbacks may apply . |
| Perquisites | Automobile or allowance; financial planning; CEO-specific security/perquisite; no tax gross-ups on perquisites . |
Potential Payments on Termination (illustrative values assuming separation on 6/30/2025):
| Scenario | Total Cash Severance ($) | Benefits Continuation ($) | Employee Non-Qualified Retirement Contributions ($) | Company Non-Qualified Retirement Contributions ($) | Unvested Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination for Good Reason or Without Cause (no CIC) | 1,232,564 | 27,225 | 1,132,459 | 451,175 | 2,484,084 | 5,327,507 |
| Termination following Change in Control (double trigger) | 2,608,190 | 27,225 | 1,132,459 | 451,175 | 3,426,996 | 7,646,046 |
| Voluntary Termination/Retirement (no CIC) | — | — | 1,132,459 | 451,175 | 2,484,084 | 4,067,718 |
Investment Implications
- Pay-for-performance alignment: Annual bonus paid at 120.5% of target reflects corporate performance; long-term performance shares hinge on three-year cumulative Free Cash Flow/EBITDA with up to 200% payout, driving multi-year value creation focus .
- Retention and selling pressure: Time-based RSUs and sizable unvested PRSUs signal retention alignment; modest 2024 insider sales (970 and 500 shares) versus 29,005 shares beneficially owned limit near-term selling pressure risk .
- Governance-friendly terms: Double-trigger CIC vesting, no excise tax gross-ups noted in the table (N/A column), clawback applicability, and strict ownership guidelines (5x salary, in compliance) reduce shareholder alignment risk and limit opportunistic exits .
- Change-in-control economics: Koegel’s CIC severance (2x salary, 1x average bonus, equity vesting) totals ~$7.65M in the illustrative scenario, which is meaningful but calibrated by performance-vesting and double-trigger protections .
Overall, Koegel’s compensation mix (cash + RSUs/PRSUs) and contractual protections appear balanced: multi-year FCF/EBITDA metrics should tie outcomes to core cash generation; limited, disclosed insider sales and guideline compliance suggest aligned incentives, while double-trigger CIC terms mitigate retention risk during strategic transactions .