Jeffrey D. MacLauchlan
Executive Vice President, Chief Financial Officer and Treasurer at 
CACI INTERNATIONAL INC /DE/
CACI INTERNATIONAL INC /DE/Executive
About Jeffrey D. MacLauchlan
Jeffrey D. MacLauchlan, 66, has served as Executive Vice President, Chief Financial Officer and Treasurer of CACI since November 2022, after joining as SVP, Finance in May 2022; previously SVP at Rockwell Collins (2014–2018) and a 32-year career at Lockheed Martin (1982–2014) . During his tenure, company revenue rose from $6.70B in FY2023 to $8.63B in FY2025, and TSR (value of $100) improved from 157.16 (FY2023) to 219.80 (FY2025) . CACI’s FY2025 corporate bonus performance averaged 120.5% of target, with CFO’s individual bonus adjusted to 132.6% of target for acquisition and financial execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CACI | EVP, CFO & Treasurer | Nov 2022 – Present | Executive finance leadership for profitability, capital allocation, and M&A . |
| CACI | SVP, Finance | May 2022 – Nov 2022 | Transition into top finance role; defense services finance leadership . |
| Rockwell Collins | Senior Vice President | Apr 2014 – Dec 2018 | Senior finance role at prime contractor; aerospace/defense domain . |
| Lockheed Martin | Various roles | 1982 – 2014 | Three-decade tenure; major defense and security programs experience . |
External Roles
- No external public company board roles disclosed for Mr. MacLauchlan in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 685,000 | 721,853 | +5.3% Y/Y, effective Aug 1, 2024 . |
| 401(k) Match ($) | — | 10,688 | Company match per plan . |
| All Other Compensation ($) | 48,720 | 88,690 | Comprised of auto ($30,278) and tax/investment services ($33,460), vacation sold back ($14,264) and 401(k) match ($10,688) . |
Performance Compensation
Annual Bonus – Design and Results (FY2025)
- Target bonus: $721,853 (100% of salary) .
- Metrics and weights for CFO: 50% CACI EBITDA; 50% CACI Revenue .
- FY2025 outcomes: EBITDA $966.85M vs $941.85M target; Revenue $8,627M vs $8,398M target; payout range between Target and Stretch .
- Earned bonus: $956,816 (132.6% of target), reflecting a 110% individual modifier for acquisition and financial execution (otherwise 120.5%) .
| Metric | Weight | Target | Actual | Result Band | Payout Impact |
|---|---|---|---|---|---|
| CACI EBITDA ($M) | 50% | 941.85 | 966.85 | Between Target–Stretch | Drives 50% of bonus . |
| CACI Revenue ($M) | 50% | 8,398 | 8,627 | Between Target–Stretch | Drives 50% of bonus . |
| Earned Bonus ($) | — | 721,853 | 956,816 | 132.6% of target | 110% individual modifier applied . |
Long-Term Incentives – FY2025 Grants (Oct 1, 2024)
- Mix: 50% RSUs (time-based, ratable over 3 years); 50% PRSUs (3-year cumulative Free Cash Flow, 90% threshold = 50% payout; 110% stretch = 200% payout) .
- FY2025 Target Equity Value: $2,000,000 (unchanged Y/Y) .
| Grant Type | Grant Date | Target Units (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| PRSUs | 10/1/2024 | 1,978 | 1,000,116 | 3-year cumulative FCF through 6/30/2027; 90%/110% cut/stretch → 50%/200% payout . |
| RSUs | 10/1/2024 | 1,978 | 1,000,116 | Time-based; vest in equal increments on 10/1/2025, 10/1/2026, 10/1/2027 . |
Multi-Year Paid/Reported Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 583,333 | 2,450,314 | 648,183 | 15,768 | 3,697,598 |
| 2024 | 682,083 | 2,000,048 | 996,675 | 48,720 | 3,727,527 |
| 2025 | 718,782 | 2,000,233 | 956,816 | 88,690 | 3,764,521 |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 5,505, including 2,871 RSUs vesting within 60 days of 8/25/2025 (record date) . |
| Ownership as % Outstanding | <1% (asterisk denotes less than 1% of 21,993,796 shares) . |
| Stock Ownership Guideline | 7x base salary for CFO; compliance as of July 1, 2025 . |
| Hedging/Pledging | Insider trading policy prohibits hedging; transactions require pre-approval; no explicit pledging disclosure in proxy . |
Outstanding and Upcoming Vesting (as of FY-end 6/30/2025)
| Grant | Type | Unvested Units (#) | Next Vest Dates / Terms |
|---|---|---|---|
| 10/1/2024 | RSU | 1,978 | Equal tranches on 10/1/2025, 10/1/2026, 10/1/2027 . |
| 10/1/2024 | PRSU | 1,978 | Earn out on 3-year cumulative FCF (through 6/30/2027); vest post measurement . |
| 10/1/2023 | RSU | 2,124 | Equal tranches on 10/1/2024, 10/1/2025, 10/1/2026 (1 tranche already vested) . |
| 10/1/2023 | PRSU | 3,186 | Earn out on 3-year cumulative EBITDA (through 6/30/2026) . |
| 11/1/2022 | RSU | 1,101 | Equal tranches on 11/1/2023, 11/1/2024, 11/1/2025 (one tranche remaining) . |
| 11/1/2022 | PRSU | 3,302 | Earned based on cumulative EBITDA through 6/30/2025 (pending certification timing) . |
| 10/1/2022 | RSU | 288 | Equal tranches on 10/1/2023, 10/1/2024, 10/1/2025 (one tranche remaining) . |
| 10/1/2022 | PRSU | 862 | Earned based on cumulative EBITDA through 6/30/2025 (pending certification timing) . |
Stock ownership rules limit sales until guideline compliance; executives may sell only half of net-after-tax vested shares until full compliance, and non-compliance triggers mandatory participation in the MSPP to acquire RSUs; all NEOs in compliance as of July 1, 2025 .
Employment Terms
Severance Framework
- Agreement term: one year with automatic one-year renewals unless notice of policy change; double-trigger equity acceleration for grants since 2010 .
- CIC window: benefits if termination without cause or for good reason within one year post-CIC; for CEO and CFO, protections also apply within 6 months prior to CIC; CIC grants vest at target for open performance cycles .
- Multiples (CFO): 1x salary for non-CIC termination; 2x salary upon CIC; 1.5x “average annual bonus” upon CIC; continued benefits for a defined period; restrictive covenants on competition and solicitation apply .
Potential Payments if Terminated as of 6/30/2025 (Illustrative)
| Scenario | Total Cash Severance ($) | Benefits Cont. ($) | Unvested Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination without Good Reason / Retirement (non-CIC) | — | — | 5,178,392 | 5,178,392 |
| Termination without Cause / Good Reason (non-CIC) | 2,022,690 | 19,411 | 5,178,392 | 7,220,493 |
| Termination without Cause / Good Reason (CIC) | 3,741,218 | 19,411 | 7,064,217 | 10,824,846 |
Other governance features include a Dodd-Frank-compliant clawback policy applicable to incentive compensation for the three fiscal years preceding a restatement and a broader SOX 304-style clawback adopted in 2010; the company prohibits hedging transactions and requires pre-approval for securities transactions by executives .
Performance Compensation Details
| Element | Metric | Weighting | Target | Actual | Payout/Impact |
|---|---|---|---|---|---|
| Annual Cash (FY2025) | CACI EBITDA | 50% | 941.85 ($M) | 966.85 ($M) | Between Target–Stretch; contributes to 132.6% payout . |
| Annual Cash (FY2025) | CACI Revenue | 50% | 8,398 ($M) | 8,627 ($M) | Between Target–Stretch; contributes to 132.6% payout . |
| LTI (FY2025 PRSUs) | 3-yr Cumulative FCF | 100% of PRSUs | 100% target (cut 90%, stretch 110%) | In progress (FY2025–FY2027) | 50%–200% payout; cliff at 3 years . |
| LTI (FY2025 RSUs) | Service | 100% of RSUs | Time-based | Vests over 3 years | Ratable on 10/1/2025–2027 . |
Compensation Committee, Peer Group, and Say-on-Pay
- Committee uses Mercer as independent consultant; pay designed with ~65% LTI and ~21% short-term for NEOs; 75%+ at-risk pay; no repricing, no tax gross-ups, no single-trigger vesting .
- FY2025 peer group includes BAH, Leidos, SAIC, Parsons, KBR, Jacobs, Fiserv, FIS, Cognizant, Tetra Tech, Unisys, Broadridge, Bread Financial, MAXIMUS, L3Harris .
- Say-on-Pay support: 98% in 2024, following 96% (2022) and 94% (2023) .
Risk Indicators & Other Disclosures
- Related party transactions: none requiring disclosure; Audit Committee oversight in place .
- Section 16 compliance: timely for FY2025; no issues disclosed for CFO .
- Insider trading policy prohibits hedging; pre-approval required for executive transactions .
Investment Implications
- Alignment: CFO’s pay mix is predominantly at-risk with LTI split between PRSUs (3-yr FCF) and RSUs; stock ownership guideline at 7x salary and confirmed compliance constrain discretionary selling and align with long-term value creation .
- Vesting and potential selling pressure: Notable RSU tranches vest each Oct 1 (2023 and 2024 grants) and Nov 1 (2022 grant), creating episodic liquidity windows; however, ownership guidelines limit net shares sold until guideline maintenance is sustained .
- Retention and CIC: Double-trigger vesting and meaningful CIC severance (2x salary and 1.5x average bonus; extended CIC window for CFO) support retention through corporate events while avoiding single-trigger windfalls .
- Execution track record: Corporate revenue and TSR advanced over FY2023–FY2025, and FY2025 bonuses paid above target for EBITDA and revenue outperformance; continued emphasis on FCF in PRSUs signals focus on cash generation and discipline, favorable for equity holders if sustained .