Susan M. Gordon
CACI INTERNATIONAL INC /DE/About Susan M. Gordon
Independent director of CACI since 2020 (age 67). Gordon brings 30+ years of senior U.S. intelligence leadership, including service as Principal Deputy Director of National Intelligence (Aug 2017–Aug 2019), Deputy Director of the National Geospatial-Intelligence Agency (Jan 2015–Aug 2017), and 27 years at CIA across operations, analysis, science & technology, and support—providing deep expertise in policy, cybersecurity thresholds, and technology innovation for the Intelligence Community .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Director of National Intelligence | Principal Deputy Director of National Intelligence | Aug 2017 – Aug 2019 | Senior policymaking and risk/cyber thresholds for national intelligence |
| National Geospatial-Intelligence Agency | Deputy Director | Jan 2015 – Aug 2017 | Led NGA; managed National System for Geospatial Intelligence |
| Central Intelligence Agency | Senior executive roles across four directorates | 27 years (dates not individually specified) | Operations, analysis, S&T, support credentials; technology and transformative outcomes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackSky Technology Inc. (NYSE) | Director | Not disclosed | Public company in geospatial intelligence |
| MITRE Corporation | Vice Chairman (board) | Not disclosed | Non-profit FFRDC operator; also President of Pallas Foundation |
| BCore (private) | Director | Not disclosed | IT solutions for government missions |
| Freedom Consulting (private) | Director | Not disclosed | Private corporation |
Board Governance
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Committee assignments and roles:
- Audit and Risk Committee: Member; FY2025 Audit Report lists Gordon as a member alongside Chair William L. Jews .
- Corporate Governance and Nominating Committee: Member .
- Special Programs Committee (classified programs oversight): Chair .
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Independence: The Board determined Gordon is independent; Audit & Risk, Human Resources & Compensation, and Corporate Governance & Nominating committees are 100% independent .
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Attendance and engagement:
- FY2025 Board met 4 times; each incumbent director attended >80% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- At least two executive sessions of non-management directors in FY2025 .
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Board structure: Roles of Chair and CEO separated; Chair duties include agendizing, liaison, strategic consultation; Chair is independent .
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Shareholder voting results (director election):
Year For Against Abstain Broker Non-Votes 2024 18,416,060 365,447 18,672 1,569,882 2025 18,468,487 125,747 17,606 1,601,304
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Cash fees | $151,500 |
| Stock awards (grant-date fair value) | $175,311 |
| Total | $326,811 |
- Director fee schedule (structure): Board annual cash retainer $105,000; committee member retainers: Audit $15,000, Human Resources & Compensation $10,000, Corporate Governance & Nominating $10,000, Special Programs $10,000; committee chair retainers: Audit $25,000, Human Resources & Compensation $20,000, Corporate Governance & Nominating $20,000, Special Programs $20,000; equity retainer $175,000 in RSUs granted at annual meeting; special meeting fees $2,000 (in-person), $500 (telephonic) .
Performance Compensation
| Equity Award Detail | Value/Count |
|---|---|
| RSU grant date | October 17, 2024 |
| RSU shares granted (annual director equity retainer) | 331 |
| Grant-date fair value | $175,311 |
| Grant-date price per share | $529.64 |
| Outstanding RSUs as of June 30, 2025 | 166 |
| Vesting terms | Not specifically disclosed for directors (time-based RSUs referenced via director equity retainer structure) |
No director performance metrics (e.g., EBITDA/TSR) are tied to director equity; RSUs are retainer-based time-vested awards .
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlock/Notes |
|---|---|---|---|
| BlackSky Technology Inc. | Public | Director | Both CACI and BlackSky serve U.S. government customers; CACI discloses Audit Committee oversight and related-party transaction review process; no related-party transactions requiring disclosure in FY2025 . |
| MITRE | Non-profit | Vice Chairman | FFRDC oversight; non-commercial role . |
| BCore | Private | Director | Government IT solutions . |
| Freedom Consulting | Private | Director | Private corporation . |
Expertise & Qualifications
- Policy-making and senior leadership in national security; technology innovation for Intelligence Community .
- Government/military procurement and risk oversight competencies aligned to CACI’s federal customer base .
- Cybersecurity/information technology experience; board skills matrix highlights Gordon’s core competencies in risk oversight and cybersecurity/IT .
Equity Ownership
| Measure (as of Aug 25, 2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (shares) | 2,737 |
| Ownership % of outstanding shares | <1% (asterisk denotes less than 1%) |
| RSUs vesting within 60 days (included in beneficial ownership) | 83 |
| Outstanding RSUs (June 30, 2025) | 166 |
| Shares outstanding (for % calc context) | 21,993,796 |
| Director stock ownership guideline | 5x base annual retainer (measured each Dec 1) |
| Compliance status (Dec 1, 2024 checkpoint) | All non-employee directors in compliance or interim compliance |
| Hedging by directors | Prohibited under Securities Trading Policy; pre-approval required for any transactions by directors/officers |
Governance Assessment
- Signals supporting investor confidence:
- Strong election support in 2024 and 2025; Gordon received 18.47M “For” votes in 2025 with low opposition, indicating broad shareholder backing .
- Independence affirmed; Gordon serves on three key committees (two as member; one as chair) with committees comprised entirely of independent directors .
- Classified program oversight: As Special Programs Chair, Gordon’s national security background is well-aligned to oversight of sensitive classified activities and related risk controls .
- Attendance and engagement: Board met 4 times in FY2025; directors attended >80% of meetings; all attended the 2024 annual meeting; at least two executive sessions of non-management directors held—indicative of active independent oversight .
- Director ownership alignment: 5x retainer stock ownership guideline; compliance confirmed at the latest checkpoint; hedging prohibited—supports long-term alignment .
- Related-party oversight: Audit Committee pre-approves related party transactions; FY2025 review found no Item 404(a) related-party transactions requiring disclosure—reduces conflict risk .
- Pay structure quality:
- Director compensation program mixes cash retainers and annual RSU grants at market-median levels; Gordon’s FY2025 total was $326,811 (cash $151,500; RSUs $175,311), consistent with role-based chair/member fees and equity retainer—no anomalous guarantees or option repricing .
- Potential risk indicators and mitigants:
- External board at BlackSky (public geospatial): Overlapping federal customer exposure implies monitoring of information flow/conflict perceptions; mitigated by independence, committee oversight, and CACI’s related-party review policy with Audit Committee approval .
- Securities policy prohibits hedging and requires pre-approval—reduces misalignment/optics risk .
- Shareholder feedback context:
- Advisory say-on-pay support (company-wide executives): 2024 program received 98% approval; 2025 advisory vote recorded 17.61M For vs 0.97M Against—reflective of overall governance confidence (though not director-specific) .
No red flags observed regarding attendance, hedging/pledging, related-party transactions, or director pay anomalies in disclosed materials .