Philip O. Nolan
CACI INTERNATIONAL INC /DE/About Philip O. Nolan
Independent director of CACI since 2021 (age 66), Nolan is a Managing Director at Blue Delta Capital Partners focused on U.S. federal technology, with prior CEO/Chair experience at Stanley Inc. and CEO of Camber Corporation; he served 24+ years as a nuclear-trained U.S. Navy submarine officer . His board credentials include lead independent director at Perspecta Inc (2019–2021) until its May 2021 acquisition, and current private company board roles at GovCIO (chair), MAG Aerospace, and Capgemini Government Solutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Inc. (public IT) | Chairman & CEO; President | Chairman & CEO 2002–2010; President 1996–2010 | Led public-sector tech growth and government procurement execution . |
| Camber Corporation (PE-backed) | Chief Executive Officer; Director | CEO 2015–2016; Director 2011–2016 | Operating leadership in GovCon; private equity execution . |
| Perspecta Inc (public) | Director; Lead Independent Director | Director 2018–May 2021; Lead Ind. Dir. 2019–2021 | Board leadership through sale; governance oversight . |
| U.S. Navy | Nuclear engineering-trained submarine officer | >24 years | Technical and operational leadership; national security exposure . |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Blue Delta Capital Partners | Managing Director | Oct 2018–present | Growth PE focused on U.S. federal technology . |
| GovCIO LLC | Chairman of the Board | Current | Private provider of technology/digital solutions to U.S. government . |
| MAG Aerospace | Board Member | Current | Private provider of solutions/services to U.S. government . |
| Capgemini Government Solutions | Board Member | Current | Private provider of solutions/services to U.S. government . |
Board Governance
- Independence: Board determined 9 of 10 nominees are independent; Nolan is designated independent .
- Leadership: Chair and CEO roles are separated; Chair is independent; executive sessions of non-management directors held at least twice in FY2025 .
- Attendance: Each incumbent director attended over 80% of aggregate Board and committee meetings; Board met 4 times in FY2025; each committee held 4 meetings .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit and Risk | Member | 4 |
| Human Resources & Compensation | Member (signatory to Comp Committee report) | 4 |
| Corporate Governance & Nominating | Member | 4 |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $141,500 |
| Stock Awards ($) | $175,311 (331 RSUs granted 10/17/2024 at $529.64) |
| Total ($) | $316,811 |
Director compensation structure:
- Board member cash retainer: $105,000; committee member retainers: Audit & Risk $15,000; Human Resources & Compensation $10,000; Corporate Governance & Nominating $10,000; Special Programs $10,000; per-meeting fees for special sessions: $2,000 in-person; $500 telephonic .
- Annual equity retainer: $175,000 in RSUs at the Annual Meeting grant date; DSPP allows election to take RSUs in lieu of cash .
Outstanding director equity as of 6/30/2025:
- Nolan had 166 unvested director RSUs outstanding; 331 RSUs granted on 10/17/2024; grant-date value $175,311; price $529.64 .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/operational targets (e.g., revenue/EBITDA) | No | Non-employee director compensation is retainer-based (cash + RSUs); no performance metrics disclosed for director equity . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Perspecta Inc | Public (historical) | Director; Lead Independent Director | No current role; tenure ended at May 2021 acquisition . |
| GovCIO LLC | Private | Chairman of the Board | Sector overlap with GovCon; no related-party transactions disclosed . |
| MAG Aerospace | Private | Board Member | Sector overlap; no related-party transactions disclosed . |
| Capgemini Government Solutions | Private | Board Member | Sector overlap; no related-party transactions disclosed . |
- Compensation Committee Interlocks: Proxy states no interlocks or insider participation conflicts for Compensation Committee members in FY2025 .
Expertise & Qualifications
- Strong operating experience in public-sector technology, venture capital, corporate finance, and private equity; prior CEO/Chair track record .
- Board skills mapping shows public company director experience, senior leadership, policy-making, financial literacy, and risk oversight are core competencies across nominees; Nolan identified as independent with these competencies in the skills matrix .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 2,069 shares, including 83 RSUs vesting within 60 days of 8/25/2025 |
| Ownership as % of shares outstanding | <1% (asterisked in table) |
| Director stock ownership guidelines | 5× base annual retainer; measured annually; only fully owned shares count; all non-employee directors in compliance at 12/1/2024 checkpoint |
| Hedging/pledging policy | Securities Trading Policy prohibits hedging; transactions require pre-approval for directors and officers |
Governance Assessment
- Committee engagement: Nolan serves on three key committees (Audit & Risk, HR & Compensation, Corporate Governance & Nominating), indicating broad governance involvement; not a committee chair, reducing concentration risk .
- Compensation alignment: Director pay mix is balanced (cash $141.5k; equity $175.3k) with standardized retainers and RSU grants; no performance-based director awards, consistent with typical board practices .
- Ownership alignment: Beneficial ownership is <1% (as is typical for outside directors); company-wide director ownership guidelines (5× retainer) enforced, with all directors compliant at the latest checkpoint; hedging prohibited, supporting alignment .
- Conflicts: Despite sector overlap via Blue Delta and private boards (GovCIO, MAG Aerospace, Capgemini Government Solutions), the Audit Committee reviewed and reported no Item 404(a) related-party transactions requiring disclosure, and Compensation Committee reported no interlocks/insider participation concerns—reducing near-term conflict risk .
- Board effectiveness signals: Independent chair; separation of Chair/CEO; regular executive sessions; all directors >80% meeting attendance; Nolan signed FY2025 Compensation Committee Report, evidencing active oversight of pay-for-performance .
- Shareholder sentiment: Strong say-on-pay approval (98% in 2024), indicating positive investor views on compensation governance; relevant to Nolan’s HR & Compensation committee role .
RED FLAGS
- None disclosed: No related-party transactions, no hedging, no director interlocks, and attendance above minimum thresholds; continued monitoring warranted for potential information-flow risks given GovCon sector board roles, but no reportable transactions at CACI were disclosed .