William L. Jews
CACI INTERNATIONAL INC /DE/About William L. Jews
Independent director of CACI since 2013 (age 73), former President and CEO across multiple Blue Cross/Blue Shield plans and CareFirst, with extensive CEO/C-suite experience, M&A execution, and board leadership (Lead Independent Director and Chairman roles). He is designated an Audit Committee Financial Expert and currently serves as Audit and Risk Committee Chair, bringing financial, risk oversight, and public company board experience; he is independent under NYSE rules and attended >80% of board and committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CareFirst, Inc. | President & CEO | Jan 1998 – Dec 2006 | Led growth, M&A, profitability and service improvement |
| CareFirst of Maryland, Inc. | President & CEO | Prior to Jan 1998 | Executive leadership in MD plan |
| Group Hospitalization and Medical Services, Inc. (Washington, DC) | President & CEO | Prior to Jan 1998 | Led DC plan operations |
| Blue Cross Blue Shield of Delaware | CEO | Prior to Jan 1998 | CEO leadership |
| Blue Cross Blue Shield of Maryland, Inc. | President & CEO | Apr 1993 – Jan 1998 | Health plan leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Choice Hotels International, Inc. | Director | Current | Public company directorship |
| The Ryland Group | Lead Independent Director; subsequently Chairman | Prior | Board leadership (pre–Standard Pacific merger) |
| CalAtlantic Group (post Ryland–Standard Pacific merger) | Lead Director | Prior | Served until merger with Lennar Homes |
Board Governance
- Committee assignments: Audit and Risk (Chair), Human Resources & Compensation (Member), Executive Committee (Member). Jews is independent and designated an Audit Committee Financial Expert .
- Attendance and engagement: All incumbent directors attended >80% of aggregate Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting. FY2025 meetings: Board (4); each standing committee (4). Non‑management directors held at least two executive sessions in FY2025 .
- Governance leadership: As Audit Chair, responsibilities include oversight of financial reporting integrity, internal controls, auditor independence/performance, related‑party transaction review/approval, cybersecurity risk oversight, and investor relations messaging review .
- Independence: Board 90% independent (9 of 10 nominees); all Audit, Compensation, and Governance committees 100% independent .
Fixed Compensation
| Component | Amount/Structure | Applicable to Jews |
|---|---|---|
| Board member cash retainer | $105,000 annual | Yes |
| Committee member retainers | Audit & Risk $15,000; HR & Comp $10,000; Governance $10,000; Special Programs $10,000 | Audit & Risk + HR & Comp members |
| Committee chair retainers | Audit & Risk $25,000; HR & Comp $20,000; Governance $20,000; Special Programs $20,000 | Audit & Risk Chair |
| Executive Committee | $1,500 per meeting | Executive Committee member |
| Special meeting fees | $2,000 in-person board; $500 telephonic board; $500 telephonic committee | As applicable |
| FY2025 actual cash fees (Jews) | $146,000 | Reported for FY2025 |
Performance Compensation
| Component | Structure | FY2025 Amount/Detail |
|---|---|---|
| Annual equity retainer (RSUs) | $175,000 in RSUs granted at Annual Meeting; RSUs based on closing price (Oct 17, 2024) | $175,311; 331 RSUs at $529.64 grant-date price |
| DSPP election (optional) | Directors may elect RSUs in lieu of up to 100% of cash retainer | Optional feature; not specifically disclosed for Jews |
No performance metrics (TSR/Revenue/EBITDA) are tied to director equity; director equity is time‑based RSUs per policy .
Other Directorships & Interlocks
- Current public company board: Choice Hotels International, Inc. .
- Prior boards: The Ryland Group (Lead Independent Director; Chairman), CalAtlantic Group (Lead Director) .
- Compensation committee interlocks: None during FY2025; no CACI executive served on another company’s compensation committee where Jews served or vice versa .
- Related‑party transactions: Audit Committee reported none requiring Item 404(a) disclosure for directors, officers, ≥5% holders, or immediate family members .
Expertise & Qualifications
- Public company board experience; financial literacy/expertise; policy-making and risk oversight experience designated as core skills for Jews on CACI’s skills matrix .
- Audit Committee Financial Expert designation supports audit leadership and financial reporting oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William L. Jews | 6,384 | <1% (asterisked) | Includes 83 RSUs vesting within 60 days of 8/25/2025 |
| Outstanding RSUs (as of 6/30/2025) | 166 | N/A | Director RSUs outstanding (Jews) |
| Shares outstanding (record date) | 21,993,796 | — | Reference for % calc |
- Director stock ownership guidelines: 5× base Annual Retainer, measured each Dec 1; all non‑employee directors were in compliance at Dec 1, 2024 checkpoint .
- Insider trading controls: Policy prohibits hedging; pre‑approval required for director transactions [