John S. Mengucci

About John S. Mengucci

President and CEO of CACI since July 1, 2019 (Director since 2019), age 63. He previously served as CACI COO (2012–2019) after senior leadership roles at Lockheed Martin IS&GS (2007–2012) . Under his tenure, CACI delivered FY2025 revenue of $8,627.8M (+12.6% YoY) and net income of $499.8M (+19% YoY) . Five‑year TSR (to 6/30/2025) was 219.80, outpacing the Russell 1000 (212.80) and broadly in-line with the Dow Jones U.S. Computer Services Index (220.29) . FY2025 EBITDA margin was 11.2% and free cash flow per share grew over 16% YoY; backlog ended FY2025 at $31.4B with TTM book‑to‑bill of 1.1x and awards of $10B .

Past Roles

External Roles

Fixed Compensation

Perquisites (FY2025): personal security driver/vehicle $208,342; $25,000 allowance; auto $12,535; executive physical $3,500; tax/investment services $20,824; spousal airfare $8,616 . No tax gross‑ups; limited perquisites policy .

Performance Compensation

Annual bonus structure (FY2025): 50% CACI EBITDA; 50% CACI Revenue; cut=90% of target (EBITDA 110% stretch; Revenue 120% stretch). Individual modifier ±25%; total payout capped at 250% .

Long-term incentives:

• FY2024 grants (10/1/2023): RSUs 16,723; PRSUs 16,724 (3‑yr cumulative EBITDA; 90% cut → 50% payout; 125% stretch → 200% payout). PRSUs vest at end of 3 years; RSUs vest ratably over 3 years .
• FY2025 grants (10/1/2024): RSUs 11,867; PRSUs 11,867 (3‑yr cumulative Free Cash Flow; 90% cut → 50%; 110% stretch → 200%). RSUs vest 10/1/2025–10/1/2027; PRSUs vest at end of 3 years .

Equity Ownership & Alignment

• Beneficial ownership: 138,351 shares as of 8/25/2025 (includes 26,640 RSUs vesting within 60 days); <1% of shares outstanding .
• Prior year: 138,011 shares as of 8/23/2024 (includes 36,643 RSUs vesting within 60 days); <1% .
• Outstanding awards (6/30/2025 examples): unvested RSUs from 10/1/2022 (4,278; 12,833 perf‑conditioned), 10/1/2023 (11,149; 16,724 perf‑conditioned), 10/1/2024 PRSUs (11,867) . Closing price used for valuations: $476.70 (6/30/2025) .
• Options: none outstanding; historical options/SSARs fully vested/exercised by 6/30/2025 .
• Ownership guidelines: CEO 8x salary; all NEOs in compliance as of 7/1/2025 .
• Hedging/pledging: Insider trading policy prohibits trading on MNPI and hedging; transactions require pre‑approval. No specific pledging disclosure; company notes no formal hedging instruments allowed and pre‑approval for executive/director transactions .
• Insider trading/vesting cadence: FY2025 vested 37,058 shares (value realized $18.74M) across awards . On Sept 15, 2025, a Form 144 was filed and a contemporaneous Form 4 reported a small sale (33 shares; $490.61–$491.58) by John S. Mengucci (attorney‑in‑fact filing) .

Employment Terms

• Severance agreements: term auto‑renews yearly. Termination without cause/good reason: salary multiple 2x (CEO), pro‑rated bonus for year of termination, continued health benefits; post‑FY2022 equity continues vesting subject to conditions (after ≥1 year from grant) .
• Change‑in‑control (double‑trigger): within one year (six months look‑back for CEO/CFO), enhanced severance; accelerated equity vesting; definitions of “good reason” include material adverse role change or relocation >50 miles .
• Severance table (selected multiples): CEO salary multiple 2x (no CIC) and 2x (with CIC); bonus multiple under CIC 2x five‑year average .
• Restrictive covenants: non‑compete and non‑solicit apply following termination .
• SERP: annual lifetime payments of $270,000 for CEO (spousal survivor benefit $135,000); present value at 6/30/2025: $3,419,487 .
• Non‑qualified deferred compensation: FY2025 contributions (exec/company) $283,725 / $190,456; aggregate balance $3,813,478 at FY2025; no above‑market earnings .

Board Governance

• Director since 2019; not independent (current Board 90% independent). Board leadership separated; independent Chair (Lisa S. Disbrow) .
• Committee assignments: Member, Executive Committee; (Board committees otherwise composed of independent directors) .
• Board meetings held: 4 in FY2025; all incumbents >80% attendance; non‑management executive sessions held per NYSE rules .
• Director compensation: As CEO, receives no additional director fees (reimbursable expenses only) .
• Director stock ownership guidelines: 5x retainer apply to non‑employee directors; all in compliance at checkpoint .

Say‑on‑Pay & Shareholder Feedback

Compensation consultant: Mercer (independent; assists with peer benchmarking and design) . Peer group includes BAH, FIS, Fiserv, Jacobs, KBR, L3Harris, Leidos, MAXIMUS, Parsons, SAIC, Tetra Tech, Broadridge, Cognizant, Bread Financial, Unisys . Target positioning generally around peer median .

Performance & Track Record (CEO Tenure Highlights)

• FY2025 results: revenue +12.6% to $8.63B; income from operations +17.6% to $764.2M; net income +19% to $499.8M; DoD mix 75.4% .
• TTM awards ~$10B; book‑to‑bill 1.1x; backlog $31.4B (funded $4.2B) .
• Positioning: software‑defined mission tech (e.g., TLS Manpack ceiling raised to $500M; vehicle variant in planning), cUAS wins (Canada), enterprise modernization programs (Army consolidation, NASA MCAPS) .
• FY2026 outlook issued: revenue +~8% midpoint; EBITDA margin mid‑11%; FCF/share +>60% (benefits from tax items and Section 174 treatment noted) .

Execution risks and governance safeguards:

• Heavy dependence on U.S. federal customers (95.7% of FY2025 revenue; 75.4% DoD) with procurement, budget, and CR/shutdown risks .
• Broad clawback policy (Exchange Act 10D and SOX‑style policy) and robust stock ownership requirements .
• No tax gross‑ups; no option repricings; double‑trigger only on CIC .
• Related party transactions: none requiring disclosure .
• Legal proceedings: Al Shimari verdict (Nov 2024) currently on appeal; oral arguments scheduled Sept 9, 2025 (potential reputational and financial exposure) .

Compensation Structure Analysis

• Mix shift toward performance equity: 50% PRSUs tied to multi‑year metrics (EBITDA historically; FCF in FY2025 grants) with up to 200% payout for stretch; 50% time‑based RSUs vesting over 3 years – aligns value with multiyear outcomes but includes retention‑oriented RSUs .
• Annual bonus simplicity (Revenue/EBITDA at 50/50) aligns with topline/earnings quality; inclusion of individual modifier (±25%) adds discretion – FY2025 CEO modifier +10% to recognize M&A execution and positioning through federal efficiency initiatives .
• Ownership alignment strong: 8x salary guideline; anti‑hedging; transaction pre‑approval; recurring vest events create predictable liquidity windows (monitor selling pressure around October and April vest dates) .

Related Party Transactions

None identified for directors/executives under Item 404(a) for the period reviewed .

Risk Indicators & Red Flags

• Federal concentration risk (DoD/IC dominated) and funding timing (CRs, award protests) .
• Litigation (Al Shimari) – jury verdict in Nov 2024; appeal ongoing as of Aug 2025 .
• Hedging prohibited; no explicit pledging policy disclosed; insider trade pre‑approvals required .
• Say‑on‑Pay consistently strong (94–98%), reducing governance overhang .

Compensation Peer Group (Benchmarking)

Peer set: BAH, Bread Financial, Broadridge, Cognizant, FIS, Fiserv, Jacobs, KBR, L3Harris, Leidos, MAXIMUS, Parsons, SAIC, Tetra Tech, Unisys; Committee targets TDC near peer median with annual review by Mercer .

Equity Award Detail (Vesting Schedules and Key Dates)

Director Service and Dual‑Role Implications

• Dual role: CEO and director (not independent). Board leadership is separated with an independent Chair (Lisa S. Disbrow). Committees (Audit & Risk; HR & Compensation; Governance & Nominating; Special Programs) are 100% independent, mitigating dual‑role concerns .
• Attendance: >80%; executive sessions of non‑management directors held .

Investment Implications

• Pay‑for‑performance appears well‑aligned: multi‑year PRSUs tied to EBITDA/FCF, strong ownership requirements, clawback, and no gross‑ups reduce governance risk .
• Retention risk moderate: consistent RSU/PRSU cadence, SERP, and market‑median TDC support continuity; watch for post‑vesting sales near October/November cycles (limited by policy/ownership rules) and any larger 10b5‑1 sales (recent Form 4 sale was de minimis) .
• Execution signals positive: revenue growth, margin expansion, backlog durability, and software‑defined program wins (TLS Manpack, cUAS, enterprise modernization) underpin medium‑term FCF compounding; FY2026 guidance calls for further FCF/share acceleration .
• Watchlist risks: federal budget/CRs, procurement delays, and litigation outcomes (Al Shimari appeal). Governance framework (independent Chair; fully independent key committees) helps mitigate dual‑role concerns .