Ryan D. McCarthy
CACI INTERNATIONAL INC /DE/About Ryan D. McCarthy
Ryan D. McCarthy (age 52) is an independent director of CACI, serving since 2021. He is the former U.S. Secretary of the Army (2019–2021) and Undersecretary of the Army (2017–2019), with prior senior roles at Lockheed Martin on the F‑35 program and as Special Assistant to the U.S. Secretary of Defense; his profile emphasizes deep Department of Defense procurement, policy, cybersecurity, and risk oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Army | Secretary of the Army (24th) | Sep 2019 – Jan 2021 | Led policy, procurement, cybersecurity/risk thresholds across the Army |
| U.S. Department of the Army | Undersecretary (33rd) | Aug 2017 – Sep 2019 | Senior leadership on policy, procurement, oversight |
| U.S. Department of Defense | Special Assistant to Sec. Gates | Two administrations (noted) | Senior advisory; prior DEF 14A details expand tenure (e.g., 2007–2011) |
| Lockheed Martin | Vice President roles (F‑35 sustainment, customer solutions, program integration) | 2011 – 2017 | Program integration for F‑35; defense industrial base exposure |
External Roles
| Organization | Role | Status |
|---|---|---|
| Virginia Polytechnic Institute and State University | Board member | Current |
| National Medal of Honor Museum Foundation | Board member | Current |
| Striveworks (private) | Board member | Disclosed in 2024 proxy (not repeated in 2025) |
| Lynx Software Technologies (private) | Board member | Disclosed in 2024 proxy (not repeated in 2025) |
Note: 2025 proxy lists current non‑profit boards; 2024 proxy listed private company boards (Striveworks, Lynx), indicating potential changes year over year .
Board Governance
- Independence: Classified independent; CACI’s board is 90% independent and all key committees are 100% independent .
- Committee memberships (FY2025): Audit and Risk (member), Corporate Governance & Nominating (member), Special Programs (member). Not a chair; also not on Executive Committee .
- Attendance: Each incumbent director attended over 80% of aggregate board and committee meetings; FY2025 board met 4 times; each standing committee met 4 times; at least two executive sessions of non‑management directors held per NYSE rules .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Audit & Risk; Corporate Governance & Nominating; Special Programs (member) |
| FY2025 Meetings | Board: 4; each committee: 4; ≥2 executive sessions held |
| Director since | 2021 |
Fixed Compensation
- Structure (non‑employee directors FY2025): Cash annual retainer $105,000; committee member retainers—Audit & Risk $15,000; Human Resources & Compensation $10,000; Corporate Governance & Nominating $10,000; Special Programs $10,000; Chair fees higher; special meeting fees: $2,000 in‑person, $500 telephonic .
- Ryan D. McCarthy FY2025 actual: Cash fees $141,500; equity RSU grant $175,311 (331 shares at $529.64 closing price on Oct 17, 2024); total $355,811. He also received $39,000 in consulting fees in FY2025; the consulting agreement was terminated during FY2025 .
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (Board + committee + special meeting fees) | 141,500 | Structure per committee assignments and special meeting fees |
| Equity RSUs (annual director grant) | 175,311 | 331 shares at $529.64 grant-date closing price (Oct 17, 2024) |
| Consulting fees | 39,000 | Agreement terminated by mutual agreement during FY2025 |
| Total FY2025 director compensation | 355,811 | Sum of cash and stock award; consulting disclosed separately |
Performance Compensation
- Director equity retainer is RSU‑based and not tied to operating performance metrics (e.g., revenue/EBITDA TSR). Outstanding RSUs for each director as of June 30, 2025 were reported (McCarthy: 166) .
| Equity Component | Grant Date | Shares | Grant Date Fair Value ($) | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | Oct 17, 2024 | 331 | 175,311 | None disclosed for directors (time‑based RSUs) |
Other Directorships & Interlocks
| Company/Institution | Relationship to CACI | Potential Interlock/Conflict Considerations |
|---|---|---|
| Virginia Tech | Non‑profit/academic board | No direct commercial overlap disclosed; low conflict likelihood |
| National Medal of Honor Museum Foundation | Non‑profit board | No commercial overlap; low conflict likelihood |
| Prior private boards (e.g., Striveworks, Lynx) | Federal tech ecosystem | Could create informational interlocks depending on customers; not flagged by CACI; independence affirmed by board |
Expertise & Qualifications
- Government/military procurement and policy; risk oversight; cybersecurity/IT exposure; senior leadership; ethics/integrity. Board skills matrix highlights his competencies in government/military procurement, policymaking, risk management, and senior leadership .
Equity Ownership
- Beneficial ownership (Aug 25, 2025): 2,069 shares; includes 83 shares obtainable upon RSU vesting within 60 days; less than 1% of outstanding shares (21,993,796) .
- Director stock ownership guidelines: 5× base annual cash retainer; compliance confirmed at the Dec 1, 2024 checkpoint .
- Hedging/pledging: The Securities Trading Policy prohibits hedging transactions and requires pre‑approval for any transactions by directors/officers .
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 2,069 | Includes 83 RSUs vesting within 60 days |
| % of shares outstanding | <1% | 21,993,796 shares outstanding at record date |
| RSUs vesting within 60 days | 83 | Included in beneficial ownership |
| Outstanding RSUs (as of 6/30/2025) | 166 | Director RSUs outstanding |
| Ownership guideline | 5× annual retainer | Directors in compliance at 12/1/2024 checkpoint |
| Hedging policy | Hedging prohibited; pre‑approval required | Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; multi‑committee engagement (Audit & Risk; Corporate Governance; Special Programs); strong attendance culture (≥80%); rigorous ownership guidelines and hedging prohibitions; no related‑party transactions requiring disclosure; no compensation committee interlocks .
- Potential Red Flag/Watch item: Consulting fees ($39,000) to McCarthy in FY2025, though the agreement was terminated in FY2025 and board independence was re‑affirmed; investors may monitor for any recurrence of compensated relationships with directors .
- Signals for investor confidence: Board skills aligned with GovCon oversight; transparent director compensation; robust governance processes and executive sessions; clean related‑party review .
No director‑specific related‑party transactions require disclosure under Item 404(a) for FY2025; compensation committee members had no interlocks and only standard director compensation .