Scott C. Morrison
CACI INTERNATIONAL INC /DE/About Scott C. Morrison
Scott C. Morrison (age 63) is an independent director of CACI, serving since 2024. He brings extensive leadership and financial expertise from a 23-year career at Ball Corporation, including serving as Executive Vice President and CFO (2021–2023), Senior Vice President and CFO (2010–2021), Vice President and Treasurer (2000–2010), followed by a Senior Advisor role (Sep 2023–2024). Prior to Ball, he held senior corporate banking roles; he also currently serves on Sensient Technologies Corporation’s board. Independence is affirmed in CACI’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation | Executive Vice President & CFO | 2021–2023 | Led financial reporting, controls, capital allocation; senior finance leadership |
| Ball Corporation | Senior Vice President & CFO | 2010–2021 | Long-tenured CFO across cycles; oversight of financial integrity |
| Ball Corporation | Vice President & Treasurer | 2000–2010 | Corporate finance, treasury leadership |
| Ball Corporation | Senior Advisor | Sep 2023–2024 | Advisory to management on finance/strategy |
| Various banks | Senior corporate banking roles | Pre-2000 | Financing, capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensient Technologies Corporation | Director | Current | Public company board experience; enhances financial oversight skillset |
Board Governance
- Independence/status: Listed independent director nominee; Board nominees are 90% independent; core committees (Audit & Risk, Human Resources & Compensation, Corporate Governance & Nominating) are 100% independent.
- Committee memberships (FY2025): Audit & Risk Committee member; Executive Committee member. Audit & Risk met 4x; Executive met 4x; Board met 4x.
- Audit & Risk Committee report: All members (including Morrison) meet SEC Rule 10A‑3 and NYSE independence requirements; committee recommended inclusion of audited financials in FY2025 Form 10‑K. Chair is William L. Jews.
- Attendance: All then‑serving directors attended the Oct 17, 2024 annual meeting; each incumbent director attended over 80% of Board and committee meetings in FY2025. At least two executive sessions of non‑management directors were held in FY2025.
- Board structure: Roles of Chair and CEO separated; Chair is independent (Lisa S. Disbrow).
| Committee | Membership | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit & Risk | Member (Morrison) | William L. Jews | 4 |
| Executive | Member (Morrison) | Not listed | 4 |
Fixed Compensation (Director)
| Metric | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,500 | Actual cash paid reflects role/committee assignments and meeting fees |
| Annual board cash retainer (members) | $105,000 | Structural guideline; actual may vary by proration/fees |
| Committee cash retainers (chairs) | Audit & Risk $25,000; HRC $20,000; Governance $20,000; Special Programs $20,000 | Chair fees (not applicable to Morrison) |
| Committee cash retainers (members) | Audit & Risk $15,000; HRC $10,000; Governance $10,000; Special Programs $10,000 | Applies per committee membership |
| Special meeting fees | $2,000 (in-person Board); $500 (telephonic Board/committee) | Per meeting |
Performance Compensation (Director Equity and Structure)
| Grant Detail | FY2025 | Vesting/Structure |
|---|---|---|
| Stock Awards ($) | $175,311 | RSUs granted under 2016 Stock Incentive Plan |
| RSUs granted (shares) | 331 shares | Grant date Oct 17, 2024; fair value per share $529.64 |
| Outstanding RSUs at 6/30/2025 | 166 RSUs | Unvested RSUs outstanding |
| Chair equity (for reference) | $255,000 | Equity retainer for Chair; half cash/half stock |
| Director equity retainer (members) | $175,000 | RSUs; grants at annual meeting price |
Director Stock Ownership Guidelines (non‑employee directors): Required ownership equal to five times base annual cash retainer, recalculated annually on Dec 1 using 90‑day average price; until compliant, directors may sell only half of shares from vested RSUs to cover taxes and must retain the other half; unvested RSUs do not count; non‑compliance penalty includes mandatory DSPP participation with 100% of earned amounts applied.
Hedging/Trading: Directors and officers are prohibited from hedging transactions; all transactions require pre‑approval under the Securities Trading Policy.
Other Directorships & Interlocks
| Company | Industry Relation to CACI | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Sensient Technologies Corporation | Specialty ingredients; no disclosed related‑party transactions with CACI | Director | No transactions requiring Item 404(a) disclosure; Audit Committee reviews related parties (none disclosed). |
Compensation Committee interlocks: None disclosed; no director/officer served on another entity’s compensation committee where CACI executives served.
Expertise & Qualifications
- Financial expertise and literacy; CFO experience of a large public multinational; senior leadership in finance and banking.
- Senior leadership; policy making; risk oversight; public company director experience are core competencies cited.
- Independence affirmed; Audit & Risk Committee member under robust governance framework.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | RSUs Vesting ≤60 Days | Notes |
|---|---|---|---|---|
| Scott C. Morrison | 331 | * (less than 1%) | 83 | Based on 21,993,796 shares outstanding at 8/25/2025 |
| Outstanding RSUs (as of 6/30/2025) | 166 | N/A | N/A | Unvested RSUs outstanding |
Section 16(a) compliance: One late filing for a single transaction due to administrative error.
Governance Assessment
- Board effectiveness: Morrison adds deep CFO-caliber financial acumen and long-tenured public company finance leadership, enhancing Audit & Risk oversight; independence is clear; attendance above 80% and participation in executive sessions support engagement.
- Alignment and incentives: Director pay mix emphasizes equity (RSUs) alongside cash retainers; stringent stock ownership requirements (5x retainer) and hedging prohibition strengthen shareholder alignment.
- Conflicts/related parties: No related‑party transactions requiring disclosure; compensation committee interlocks absent—low conflict risk; external directorship at Sensient does not present disclosed commercial ties to CACI.
- Risk indicators: Minor red flag—late Section 16(a) filing for one transaction due to administrative error; mitigated by overall compliance posture and pre‑approval trading policy.
Overall investor-confidence signal: Strong independence, Audit & Risk engagement, and rigorous ownership/trading policies are positives. The single late Section 16 filing is modest and does not indicate systemic issues.