Lisa S. Disbrow
CACI INTERNATIONAL INC /DE/About Lisa S. Disbrow
Independent Chair of the Board at CACI (elected Chair July 14, 2025), age 62, director since 2021. Former U.S. Under Secretary of the Air Force (retired June 2017); served as Acting Secretary of the Air Force (Jan–May 2017) and Assistant Secretary for Financial Management & Comptroller; retired USAF Colonel with 40 years of national security experience across intelligence, programming, and operational planning. Tenure on CACI’s board is fewer than five years as of the 2025 proxy; board is 90% independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Under Secretary of the Air Force; Acting Secretary of the Air Force; Assistant Secretary for Financial Management & Comptroller | Retired June 2017; Acting Jan–May 2017; prior Assistant Secretary dates not specified | Oversight of finance and comptrollership; senior policy/leadership of USAF |
| Joint Staff (J8) | Vice Director | Dates not specified | Led joint warfighting requirements and capabilities development for Chairman of the Joint Chiefs of Staff |
| National Reconnaissance Office | Systems Engineer | Dates not specified | Technical systems experience relevant to defense technology |
| National Security Council | Senior civilian roles under President George W. Bush | Dates not specified | Policy-making in national security; prior NSC service cited |
| U.S. Air Force | Colonel (intelligence, programming, operational planning); deployed in Operations Desert Storm/Southern Watch | 32-year federal career | Operational planning; intelligence; recognized with President's Distinguished/Meritorious Rank Awards |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Mercury Systems, Inc. | Director | Public | Board service in secure sensor and mission processing subsystems |
| BlackBerry Limited | Director; Audit Committee Chair | Public | Governance focus; audit leadership in cybersecurity software |
| NDIA (National Defense Industrial Association) | Chair of the Board | Non-profit/industry | Sector leadership; potential ecosystem interlocks |
| Johns Hopkins University Applied Physics Lab (APL) | Senior Fellow | Research institution | Technical advisory capacity |
| Perspecta Inc. | Former Director (through acquisition in May 2021) | Public (former) | Prior board experience; lead-in to govtech markets |
| President’s Export Council | Appointed member | Government advisory | Trade policy exposure |
| PPBE Reform Commission | Appointed Commissioner | Government advisory | Budgeting/process reform insight |
| DoD Reserve Forces Policy Board | Former Chair | Government advisory | Reserve policy expertise |
Board Governance
- Roles: Independent Chair of the Board (elected July 14, 2025); the board separates Chair and CEO roles to enhance oversight and accountability .
- Committee assignments (as of Aug 1, 2025): Member, Human Resources & Compensation; Chair, Corporate Governance & Nominating; service on Executive Committee (committee table flags indicate chair designation and membership; all committee members are independent) .
- Attendance: All incumbent directors attended >80% of board and committee meetings; board held 4 meetings in FY2025; each committee met 4 times; at least two executive sessions of non-management directors held per NYSE requirements .
- Independence: Board determined 9 of 10 nominees (90%) were independent on Aug 13, 2025; Audit, Compensation, and Governance committees are 100% independent .
- Chair responsibilities include presiding over board and shareholder meetings, setting agendas/materials, acting as liaison with management, and consulting on strategy, staffing, financial affairs, transactions, and investor relations .
Fixed Compensation
| Component | FY2025 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $132,500 | Permitted structure: Board member annual retainer $105,000; committee chair/member fees vary; Executive Committee paid per meeting . Actual FY2025 cash reflects role/meeting mix during the fiscal year. |
| Stock Awards ($) | $175,311 | RSUs granted at annual meeting (Oct 17, 2024), 331 RSUs at $529.64 grant-date price; directors may elect RSUs in lieu of cash retainer via DSPP . |
| Meeting Fees | As applicable | $2,000 in-person special board; $500 telephonic special board/committee meetings . |
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned metrics are disclosed for director equity. RSU grants vest per plan; directors can elect stock in lieu of cash via DSPP .
- No options, PSUs, or bonus metrics are tied to director compensation in FY2025 .
Other Directorships & Interlocks
| Company | Sector Link to CACI | Interlock/Conflict Consideration |
|---|---|---|
| Mercury Systems, Inc. | Defense electronics; potential customer/partner/competitor adjacency in U.S. federal markets | Company discloses Audit Committee review of related-party transactions; none requiring disclosure for FY2025 . |
| BlackBerry Limited | Cybersecurity/software (IoT security) | Audit chair role suggests strong governance/financial oversight; no related-party transactions requiring disclosure . |
| NDIA (industry association) | Sector trade association | Governance oversight may enhance information flow; related-party transactions monitored by Audit Committee . |
Expertise & Qualifications
- Financial expertise: Prior Assistant Secretary of the Air Force for FM & Comptroller; public company audit leadership (BlackBerry Audit Chair) .
- Government/military procurement: Senior leadership experience across DoD/IC; joint warfighting requirements leadership (J8) .
- Cybersecurity/IT: Roles spanning NSA/IC policy; oversight exposure; board-level tech/cyber risk skills matrix shows Disbrow possesses policymaking, risk oversight, financial literacy; board collectively covers cybersecurity expertise .
- National security operations: Deployed service; senior civilian leadership across NSC/NRO; distinguished service awards .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Vesting ≤60 days | Outstanding Director RSUs (as of Jun 30, 2025) |
|---|---|---|---|---|
| Lisa S. Disbrow | 1,934 | <1% (asterisk denotes less than one percent) | 83 | 166 |
| Director Ownership Guidelines | 5x base Annual Retainer (converted to shares) | Compliance as of Dec 1, 2024 for all directors | Hedging prohibited by policy; transactions require pre-approval | — |
Governance Assessment
- Strengths: Independent Chair with deep federal procurement/finance background; board and committee independence; robust executive sessions; strong attendance; clear chair responsibilities; director ownership guidelines (5x retainer) with compliance; no related-party transactions requiring disclosure; anti-hedging and pre-approval insider trading controls .
- Compensation governance: Compensation Committee composed solely of independent directors; uses Mercer as independent consultant; peer group spans defense/services and IT firms, supporting market-aligned pay decisions; say-on-pay support at 98% in 2024 signals investor confidence in pay practices .
- Signals and potential risks: Multiple external board/industry leadership commitments could pose time-allocation risk but FY2025 attendance thresholds were met; adjacency with defense-sector boards warrants continued monitoring for conflicts—Audit Committee oversees and disclosed none requiring Item 404(a) reporting for FY2025 .
- Board effectiveness: Separation of Chair/CEO, active committee structure (Audit, Compensation, Governance, Special Programs, Executive), defined oversight for cybersecurity, investor messaging, ESG linkages to compensation, and annual evaluations support governance quality .
Notable 2025 event: Following the passing of Chairman Michael A. Daniels, the Board elected Lisa S. Disbrow as Chair on July 14, 2025, ensuring continuity in oversight and strategic support for management .