Stanton D. Sloane
CACI INTERNATIONAL INC /DE/About Stanton D. Sloane
Independent director of CACI since 2023; age 75. Former CEO/COO across aerospace and defense companies with prior U.S. Navy officer service (1976–1981). Core credentials include CEO and P&L leadership, program management, and government/military procurement experience relevant to CACI’s DoD-oriented portfolio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frequency Electronics, Inc. | President & CEO (prior COO) | COO: Sep 2017; CEO: May 2018–Jul 2022 | Led operational efficiency at a precision timing provider |
| Comtech Telecommunications Corp. | President & CEO (director previously) | Jan 2015–Sep 2016 | Government/commercial communications; board experience |
| Decision Sciences International Corp. | President & CEO; director | Aug 2011–Jan 2015 | Advanced security/detection systems |
| SRA International | President & CEO | Apr 2007–Jul 2011 | Information solutions; CEO execution experience |
| Lockheed Martin – Integrated Systems & Solutions | Executive Vice President | Jun 2004–Apr 2007 | Large-program oversight; defense integration |
| General Electric Aerospace | Engineering/program/business development | 1984 onward (various roles) | Technical/BD grounding |
| U.S. Navy | Officer | 1976–1981 | Government/military procurement perspective |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Frequency Electronics, Inc. | Director (prior) | Not specified | Public company board experience |
| Comtech Telecommunications Corp. | Director (prior) | Not specified | Public company board experience |
| SRA International | Director (prior) | Not specified | Public company board experience |
Board Governance
- Independence: Independent director; Board nominees 90% independent; key committees 100% independent .
- Committees: Member—Human Resources & Compensation; Member—Special Programs; not a chair .
- Attendance: Each incumbent director attended over 80% of aggregate Board/committee meetings in FY2025; Board held 4 meetings; each committee met 4 times; all directors attended the Oct 17, 2024 annual meeting; at least two executive sessions of non-management directors held .
- Skills matrix highlights: Senior leadership, policy-making, public company director experience, risk oversight/management, and government/military procurement identified at Board level for Sloane; cybersecurity not flagged as core for him .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 94,250 | 126,500 |
| Equity RSU Grant (Shares) | 528 | 331 |
| Stock Awards ($ grant-date fair value) | 175,000 | 175,311 |
| Meeting fees (policy) | In-person special board: $2,000; Telephonic board: $500; Telephonic committee: $500 | In-person special board: $2,000; Telephonic board: $500; Telephonic committee: $500 |
Notes:
- Annual non-employee director retainers (structure): Board member cash $105,000; Audit & Risk member $15,000; HR & Compensation member $10,000; Corporate Governance & Nominating member $10,000; Special Programs member $10,000; chairs receive higher retainers; equity RSU retainer $175,000 for non-employee directors .
- Chair retainers (not applicable to Sloane): Chair of Board cash $220,000, equity $255,000; paid half cash/half stock quarterly .
Performance Compensation
| Award Type | Grant Date | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | Oct 17, 2024 | 331 | Not disclosed | None disclosed; director RSUs structured as time-based grants |
- Outstanding RSUs as of Jun 30, 2025: Sloane 166 units .
- No options or performance-share units disclosed for directors in FY2025; director equity retainer is RSUs based on closing price at grant date .
Other Directorships & Interlocks
| Company | Relationship to CACI | Potential Interlock/Conflict |
|---|---|---|
| Frequency Electronics, Comtech Telecommunications, SRA International (prior boards) | No disclosed related-party transactions with CACI | None disclosed under Item 404(a) |
Expertise & Qualifications
- Aerospace/defense CEO experience; program management; business development; technology understanding; prior military service—aligned with CACI’s DoD customer base .
- Board skills coverage indicates senior leadership, public company board experience, policy-making, risk oversight/management, and government/military procurement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Vesting ≤60 Days | RSUs Outstanding |
|---|---|---|---|---|
| Stanton D. Sloane | 859 | <1% (*) | 83 | 166 |
- Ownership measurement: Based on 21,993,796 shares outstanding as of Aug 25, 2025 record date .
- Director stock ownership guidelines: Required holding equals 5x base annual retainer, converted annually to shares (Dec 1, 90-day average price); until full compliance, sale of vested RSUs limited (only half to cover taxes; half retained); penalty for non-compliance is mandatory DSPP participation with 100% of retainer/fees in stock; all non-employee directors were in compliance (or interim compliance) at Dec 1, 2024 checkpoint .
- Hedging/pledging: Securities Trading Policy prohibits personnel from engaging in hedging transactions; pre-approval required for any transactions by directors; award transferability under the 2016 plan restricts pledging/transfer of awards except limited “family member” transfers .
- Related party transactions: None requiring disclosure under Item 404(a) per Audit Committee review .
Governance Assessment
- Board effectiveness: Sloane adds CEO-level operating discipline and DoD procurement insight; his committee assignments (HR & Compensation; Special Programs) align with human capital oversight and classified programs risk governance .
- Independence and engagement: Independent, not a committee chair; attendance above 80% with full annual meeting participation; Board maintains executive sessions and separates Chair/CEO roles—positive for oversight .
- Alignment and incentives: Director equity paid in RSUs with robust ownership guidelines and compliance—favorable alignment; hedging prohibited and pre-approval required—reduces misalignment risk .
- Compensation structure signals: YOY increase in cash fees ($94,250→$126,500) while equity retainer steady at ~$175k; implies additional committee/service load rather than pay inflation; total comp ~$302k in FY2025 within market-median framework used by the Compensation Committee with independent consultant input .
- Conflicts/red flags: No Item 404(a) related-party transactions for directors; no disclosed pledging; one director (McCarthy) had consulting fees terminated—Board disclosed and ended arrangement; no Section 16 issues noted for Sloane—low conflict risk .
RED FLAGS: None disclosed specific to Sloane. Monitoring areas: maintain compliance with stock ownership guidelines; continued transparency around Special Programs committee oversight due to classified nature .