DEF 14A of Caci International Inc /De/, Sep 5, 2025

DEF 14A of Caci International Inc /De/

Filed Sep 5, 2025 · FY20250000016058-25-000067

Open on EDGAR

  1. TABLE OF CONTENTS

    | Severance Agreements | 49 | | Potential Payments on Termination or Change in Control | 50 | | DIRECTOR COMPENSATION | 52 | | Summary | 52 | | Director Compensation Table | 53 | | Director Stock Ownership Guidelines | 53 | | EQUITY COMPENSATION PLAN INFORMATION | 55 | | AUDIT INFORMATION | 56 | | Principal Accountant Fees and Services | 56 | | Pre-Approval Policies and Procedures | 56 | | AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2025 | 57 | | MANAGEMENT PROPOSALS | 58 | | Proposal 1 Election of Directors | 58 | | Proposal 2 Advisory Vote on Executive Compensation | 59 | | Proposal 3 Approve 2025 Incentive Compensation Plan | 60 | | Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm | 67 | | ANNUAL MEETING INFORMATION | 68 | | APPENDIX A - 2025 INCENTIVE COMPENSATION PLAN | A-1 |

  2. 2025 Nominees for Director

    2025 Nominees for Director Each of our directors is elected by our shareholders on an annual basis to serve until the next annual meeting and until their respective successors are elected. The Board, upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following ten individuals for election at the Annual Meeting.

  3. 2025 Nominees for Director

    | Lisa S. Disbrow, 62 Director since: 2021 Independent Chair of the Board | Ms. Disbrow has 40 years experience in national security (in both government and public sectors), and broad experience serving on public company boards for providers of technology and solutions both commercially and to government customers. | | Ms. Disbrow retired as the 25th Senate-confirmed Under Secretary of the United States Air Force in June 2017. Concurrent with that position, from January 2017 through May 2017, she served as the Acting Secretary of the United States Air Force, and she previously served as the Assistant Secretary of the Air Force for Financial Management and Comptroller. Over her 32-year federal career, she held senior civilian positions on the United States Joint Staff leading joint warfighting requirements and capabilities development initiatives for the Chairman of the Joint Chiefs of Staff as the Vice Director of J8; in the National Reconnaissance Office as a Systems Engineer; and on the National Security Council under President George W. Bush. Ms. Disbrow is a retired United States Air Force Colonel, having served in intelligence, programming and operational planning positions and deployed in Operations Desert Storm/Southern Watch and her civilian recognitions include the President's Distinguished Rank and Meritorious Rank Awards. Ms. Disbrow previously served on the board of directors of Perspecta Inc through its acquisition in May 2021, and currently serves on the board of directors of Mercury Systems, Inc., a provider of secure sensor and safety critical mission processing subsystems and BlackBerry Limited, a commercial provider of software to secure Internet of Things devices, data and communications, where she is the Audit Committee Chair. Ms. Disbrow is a Senior Fellow at the Johns Hopkins University Applied Physics Lab (APL) and chairs the Board of the National Defense Industrial Association. She was an appointed member of the President’s Export Council, served as an appointed Commissioner on the US Congress’ PPBE Reform Commission; and previously Chaired the DOD Reserve Forces Policy Board. | |

  4. 2025 Nominees for Director

    | Susan M. Gordon, 67 Director since: 2020 Independent | Ms. Gordon has more than 30 years of leadership experience solving a broad spectrum of complex issues in positions involved in setting policy as well as risk tolerance and cybersecurity thresholds, most notably in the development of innovative technology solutions and transformative outcomes for the Intelligence Community. | | Ms. Gordon was sworn in as the fifth Principal Deputy Director of National Intelligence in August 2017 and served in that role until August 2019. Prior to that, Ms. Gordon served as the Deputy Director of the National Geospatial-Intelligence Agency (NGA) from January 2015 to August 2017. In this role, she provided leadership to the agency and managed the National System of Geospatial Intelligence. Prior to her assignment with the NGA, Ms. Gordon served for 27 years at the Central Intelligence Agency, rising to senior executive positions in each of the agency’s then four directorates: operations, analysis, science and technology, and support. Ms. Gordon serves as a board member of Blacksky Technology Inc. (NYSE), a provider of geospatial intelligence solutions, BCore, a private company that provides IT solutions to address government mission needs, and Freedom Consulting, a private corporation. She also serves on the board of the MITRE Corporation as Vice Chairman and President of the Pallas Foundation, as a university fellow and advises private companies in the areas of technology, strategy, and leadership, both non-profit corporations. | |

  5. 2025 Nominees for Director

    | William L. Jews, 73 Director since: 2013 Independent | Mr. Jews is a senior business and healthcare executive with over 25 years’ CEO and C-suite level experience leading organizational growth, completing successful mergers and acquisitions, achieving profit goals, and delivering superior customer service. | | Mr. Jews served as Lead Independent Director and subsequently Chairman of The Ryland Group. Following a merger with Standard Pacific, which created the CalAtlantic Group, Mr. Jews served as Lead Director until the merger of CalAtlantic and Lennar Homes. Mr. Jews served as President and Chief Executive Officer of CareFirst, Inc. from January 1998 to December 2006. Previously, he served as President and Chief Executive Officer of CareFirst of Maryland, Inc., Group Hospitalization and Medical Services, Inc. in Washington, D.C. and served as Chief Executive Officer of Blue Cross Blue Shield of Delaware. He was formerly President and Chief Executive Officer of Blue Cross Blue Shield of Maryland, Inc., from April 1993 until January 1998. Mr. Jews is a director of Choice Hotels International, Inc. | | | Ryan D. McCarthy, 52 Director since: 2021 Independent | Mr. McCarthy has extensive experience with the Department of Defense. His service at the most senior levels within the Department of Defense provides knowledge of military procurement, the setting of policies and procedures, cybersecurity and risk thresholds across an organization. | | Mr. McCarthy served as the 24th United States Secretary of the Army from September 2019 through January 2021 after having served as the 33rd Undersecretary of the Army from August 2017 through September 2019. Prior to his confirmation as the Undersecretary of the Army, Mr. McCarthy worked for Lockheed Martin Corporation in sequential vice president roles responsible for the sustainment, customer solutions and program integration of the F-35 Joint Strike Fighter program. Prior to his time at Lockheed Martin, Mr. McCarthy served as Special Assistant to the Secretary of Defense, Dr. Robert M. Gates, under two different administrations. Mr. McCarthy also served in uniform in the U.S. Army deploying with the 75th Ranger Regiment during the invasion of Afghanistan. He also serves on the boards of Virginia Polytechnic Institute and State University and the National Medal of Honor Museum Foundation. | | | John S. Mengucci, 63 Director since: 2019 | A proven industry leader, Mr. Mengucci has extensive experience in business development and leading highly successful systems, solutions, and services businesses. He brings to his position deep business acumen, financial experience, strategic planning and a technology background. | | Since July 1, 2019, Mr. Mengucci has been the President and Chief Executive Officer of CACI International Inc. Mr. Mengucci joined CACI as Chief Operating Officer of U.S. Operations in February 2012 and served as CACI’s Chief Operating Officer and President, U.S. Operations from July 2012 to June 2017 and CACI’s Chief Operating Officer from June 2017 to June 2019. Prior to joining the Company, Mr. Mengucci served as President of Lockheed Martin Corporation’s Information Systems and Global Solutions - Civil Product Line from 2010 through 2012 and President of Lockheed Martin Corporation’s Information Systems and Global Solutions – Defense Line from 2007 through 2010. In the community, Mr. Mengucci serves on the board of the Northern Virginia Technology Council, is an active member of the executive committee for the Professional Services Council and is the vice chair of Clarkson University’s Board of Trustees. He also serves on the board of the Spookstock Foundation which advocates for the wellbeing of military and veteran communities, including scholarships for the children of fallen heroes and post-deployment mental health. Mr. Mengucci has also been honored with the 2024 Technology Good Scout Award by the Boy Scouts of America National Capital Area Council and the 2025 Public Company Executive of the Year award by the Association of Corporate Growth National Capital. | |

  6. 2025 Nominees for Director

    | Scott C. Morrison, 63 Director since: 2024 Independent | Mr. Morrison possesses a wealth of leadership experience and financial expertise, gained through serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles. | | Mr. Morrison most recently served as a Senior Advisor of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers from September 2023 to 2024. Prior to September 2023, Mr. Morrison served in various roles at Ball Corporation including Executive Vice President and Chief Financial Officer of Ball Corporation from 2021 - 2023; Senior Vice President and Chief Financial Officer of Ball Corporation from 2010 - 2021 and Vice President and Treasurer from 2000 - 2010. Prior to his time at Ball Corporation, Mr. Morrison held various senior banking corporate roles. Mr. Morrison serves as a director for Sensient Technologies Corporation, a global manufacturer and marketer of specialty ingredients. | | | Philip O. Nolan, 66 Director since: 2021 Independent | Mr. Nolan has extensive operating experience in the public sector technology marketplace and substantial experience with venture capital, corporate finance, and private equity investment activities. A proven former CEO and Chairman, he brings to the Board business acumen, leadership skills and a full understanding of government procurement and the technology the company offers. | | Mr. Nolan currently serves as a Managing Director at Blue Delta Capital Partners, a growth capital firm focused on the U.S. federal government technology marketplace, a position he has held since October 2018. Mr. Nolan also serves as the chairman of the board of directors for GovCIO LLC, a provider of technology and digital solutions and as a board member for MAG Aerospace and Capgemini Government Solutions, each a private corporation providing solutions and services to the U.S. government. From 2015 to 2016, Mr. Nolan was Chief Executive Officer of Camber Corporation, a private equity-backed company, where he also served on the board of directors from 2011 to 2016. Mr. Nolan served as a director for Perspecta Inc from 2018 through its acquisition in May 2021, serving as the lead independent director from 2019 to 2021. Mr. Nolan also served as chairman of the board of directors and Chief Executive Officer of Stanley Inc., a public IT company, from 2002 to 2010 and as President from 1996 to 2010. Mr. Nolan served in the US Navy on active duty and as a member of the reserves as a nuclear engineering trained submarine officer for over 24 years. | |

  7. 2025 Nominees for Director

    | Debora A. Plunkett, 65 Director since: 2018 Independent | Ms. Plunkett served in senior leadership positions in the National Security Agency (NSA) and brings to CACI’s Board more than 30 years of national security experience in such critical mission areas as cybersecurity and information assurance. In addition, she brings policy creation experience from the most senior levels of the Intelligence Community as well as risk oversight and assessment experience to the Board. | | Ms. Plunkett’s extensive experience in cyber and national security will further CACI’s information assurance mission in addressing serious economic and security challenges faced by the United States in the 21st century. Her previous NSA positions include Director of Information Assurance from April 2010 to November 2014 and Deputy Director of Information Assurance from August 2008 to April 2010, where she led the agency’s information assurance/cyber defense mission and directed thousands of NSA professionals worldwide. She also conceived and established the National Cyber Security Assistance Program to qualify commercial organizations for accreditation in performing cybersecurity services for national security systems and advised Executive Branch decision-makers. She served on the National Security Council in the administrations of President Clinton and President George W. Bush, including the National Security Council, on cyber issues. A highly credentialed professional, Ms. Plunkett received the Distinguished Service Medal and Exceptional Civilian Service Award from the NSA Director. She was awarded the Rank of Distinguished Executive by President Barack Obama, and the Rank of Meritorious Executive by President George W. Bush. As a recognized expert in national security, she has appeared on CBS/60 Minutes and Federal News Radio, been interviewed in the Washington Post, and given keynote addresses at high-profile cybersecurity and defense conferences. She currently serves on the board of directors of Nationwide Insurance, BlueVoyant, a cyber defense company, and Mercury Systems, a commercial provider of secure sensor and safety critical mission processing subsystems, and is a professor in the cybersecurity graduate program at the University of Maryland. | | | Stanton D. Sloane, 75 Director since: 2023 Independent | Mr. Sloane’s prior leadership roles in the aerospace and defense industry, to include business development, program management and CEO experience, provide valuable insights into company operations and efficiency, as well as strategy for further developing Defense Department business. His understanding of technology and his prior military experience provide insight into the needs of the government and military. | | Mr. Sloane served as the President and Chief Executive Officer of Frequency Electronics, Inc. from May 2018 to July 2022. Prior to his appointment as President and Chief Executive Officer, Mr. Sloane served as the Chief Operating Officer of Frequency Electronics beginning September 2017. Mr. Sloane has also served as President and Chief Executive Officer of Comtech Telecommunications Corp., a communications company for both commercial and government customers worldwide, from January 2015 until September 2016. Prior to joining Comtech, Mr. Sloane was President and Chief Executive Officer and a director of Decision Sciences International Corporation, a privately-held advanced security and detection systems company, from August 2011 through January 2015. Prior to that, he served as President and Chief Executive Officer of SRA International, an information solutions company, from April 2007 through July 2011. Prior to joining SRA, he was Executive Vice President of Lockheed Martin’s Integrated Systems & Solutions from June 2004 until April 2007. He began his business career with General Electric Aerospace in 1984 and progressed through engineering, program management, and business development assignments in a variety of General Electric Aerospace and subsequently Lockheed Martin businesses. He also served as an officer in the U.S. Navy from 1976 until 1981. Mr. Sloane has previously served as a director for Frequency Electronics, Comtech Telecommunications and SRA International | |

  8. 2025 Nominees for Director

    | Charles L. Szews, 68 Director since: 2024 Independent | Mr. Szews has vast manufacturing and technology experience serving Defense Department and commercial customers as well as international markets. In addition, he has extensive financial, audit, operational, strategic planning, and mergers and acquisition experience, from his over 20 years in roles of COO, CFO, CEO and Chairman. | | From 2012 to 2015, Mr. Szews served as Chief Executive Officer of Oshkosh Corporation, a designer, manufacturer and marketer of specialty vehicles and vehicle bodies. Mr. Szews also served at Oshkosh as President and Chief Executive Officer from 2011 to 2012, as President and Chief Operating Officer from 2007 to 2011 and as Executive Vice President and Chief Financial Officer from 1997 to 2007. Prior to joining Oshkosh, Mr. Szews held a series of executive positions with Fort Howard Corporation for eight years. Prior to Fort Howard Corporation, Mr. Szews was an auditor with Ernst & Young serving in various offices and capacities over a ten-year period. Mr. Szews serves as a director for Commercial Metals Company, a producer of products for the construction industry, and as Chair of the board of directors of Group 1 Automotive, Inc., a Fortune 250 automobile retailer. Mr. Szews previously served on the boards of an additional five public companies. | |

  9. 2025 Nominees for Director

    | Executive Officers |

  10. 2025 Nominees for Director

    As of August 1, 2025, the executive officers of the Company were John S. Mengucci, President and Chief Executive Officer, and the following four persons indicated in the table below. Biographical information for Mr. Mengucci is provided above under “2025 Nominees for Director” on page 9 of this proxy statement. The prior employers for each of our executive officers, except for Mr. Koegel, were aerospace, defense and security companies. Mr. Koegel’s previous experience was with a law firm.

  11. 2025 Nominees for Director

    | Name and Current Position | Previous Experience | | Jeffrey D. MacLauchlan, 66 Executive Vice President, Chief Financial Officer and Treasurer (November 2022 – Present) | Senior Vice President, Finance, CACI International Inc May 2022 – November 2022; Senior Vice President, Rockwell Collins, April 2014 – December 2018; Lockheed Martin Corporation 1982 – 2014. | | DeEtte Gray, 55 President, U.S. Operations (July 2024 – Present) | President, Business and Information Technology Solutions Sector, CACI International Inc July 2019 – July 2024; President, U.S. Operations, CACI International Inc 2017 – 2019; President, Intelligence & Security Sector for BAE Systems, Inc., 2012 –2017; Vice President, Lockheed Martin Information Systems and Global Solutions - Defense Product Line 2007 – 2012. | | J. William Koegel, Jr., 70 Executive Vice President, General Counsel & Secretary (March 2014 – Present) | Steptoe & Johnson, 1981-March 2014 (Partner, 1987-March 2014). | | Tracy Weir, 61 Chief Executive, CACI Limited, and President, U.K. Operations (2025 – Present) | Managing Director, CACI Limited January 2020 – Present; Senior Vice President, Integrated Marketing Group January 1998 – January 2020. |

  12. 2025 Nominees for Director

    We are committed to strong corporate governance practices designed to maintain high standards of oversight, integrity and ethics while promoting long-term shareholder value.

  13. 2025 Nominees for Director

    | Governance Framework |

  14. Executive Compensation Program Design

    | Character | Component | Description | | Fixed | Base Salary | Annual fixed portion of NEOs’ TDC designed to attract and retain experienced executives, comprising only approximately an average of 24% of our executives’ target TDC in fiscal year 2025. | | At Risk | Short-Term Incentives | Cash bonus plan that rewards NEOs for achieving annual performance objectives. | | | Long-Term Incentives | Performance Restricted Stock Units (“PRSUs”) earned based on achievement of three-year Free Cash Flow growth objectives. Restricted Stock Units (“RSUs”) earned over three years based on continued commitment to CACI. |

  15. Performance Assessment

    | Compensation Committee | The Compensation Committee uses a comprehensive process to assess performance on an ongoing basis, which includes frequent dialogue with management about financial performance relative to our goals and competitors, and assessment of corporate and individual executive accomplishments. | | Independent Consultant | The Compensation Committee also asks its independent compensation consultant to assess our pay-for-performance alignment, which includes an analysis of our NEOs’ realizable pay relative to our peer group and an analysis of operational and shareholder returns relative to our peer group. |

  16. Historical Pay for Performance Results

    | Year | Bonus Plan Performance | Average Annual Bonus Payout | % of PRSUs Earned in 3-Yr Performance Period Ending During Fiscal Year(1) | | 2025 | CACI Revenue > Target EBITDA > Target | 116% | 152% | | 2024 | CACI Revenue > Target EBITDA > Target | 145.5% | 104% | | 2023 | CACI Revenue > Target EBITDA > Target | 119% | 134% |

  17. Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ More than 75% of NEO Compensation “At-Risk” | ✘ No Excessive Perquisites | | ✓ Performance Vesting Based on Company Growth | ✘ No Repricings | | ✓ Rigorous Stock Ownership Guidelines | ✘ No Tax Gross-ups | | ✓ Clawback Policy | ✘ No Automatic Single Trigger Equity Vesting on Change of Control |

  18. Compensation Process

    | Fourth Quarter FY2024 | •Developed the design of the fiscal year 2025 compensation program. | | First Quarter FY2025 | •Reviewed and approved the metrics and goals for the PRSUs. •Approved the performance metrics and goals for the fiscal year 2025 annual bonus plan. •Set target total direct compensation for the NEOs for fiscal year 2025. | | Fiscal Year 2025 (Throughout) | •Certified PRSU performance for completed measurement periods. •Reviewed the Company’s performance and assessed progress toward objectives. •Assessed progress toward NEO objectives. •Discussed potential program changes considering feedback from shareholders, regulatory guidance and external trends. | | First Quarter FY2026 | •Evaluate and discuss NEO performance. •Determine payouts for the NEOs based on achievement of the performance metrics for the annual incentive plan and PRSUs. |

  19. Independent Compensation Consultant

    Independent Compensation Consultant With respect to fiscal year 2025, Mercer attended Compensation Committee meetings, met with the Compensation Committee in executive sessions, reviewed and provided recommendations on the components of the Company’s executive compensation program and provided compensation advice independent of the Company’s management. The compensation consultant reports directly to the Committee and performs no work for management other than providing advice on executive compensation pursuant to its engagement by the Committee. The Compensation Committee assessed the independence of Mercer pursuant to SEC rules and concluded that their work for the Compensation Committee did not raise any conflicts of interest.

  20. Executive Compensation Objectives

    | OUR COMPENSATION PRINCIPLES Our compensation programs for NEOs are guided by three basic principles: Link compensation to performance. We believe that compensation levels should reflect performance - both the performance of CACI and the performance of the recipient. Maintain competitive compensation levels. We strive to offer programs and levels of compensation that are competitive with those offered by the Company’s peer group to attract, retain and reward our NEOs. The Committee evaluates TDC for each Executive Officer relative to the median of the Company’s peer group. Align management’s interests with those of shareholders. We seek to implement programs that will align management’s interests with those of shareholders and increase long-term shareholder value by granting long-term equity incentive awards each year. |

  21. Principal Elements of Compensation

    | | Component | Average Percentage of FY25 TDC(1) | Role | | Fixed | Base Salary | 14% | •To provide a stable, reliable monthly income •Set at levels that should generally comprise a low percentage of total target compensation | | | Benefit Plans | N/A | •To provide opportunity for deferring income taxes on a portion of annual income | | At Risk | Short-Term Incentives | 21% | •To reward the achievement of annual financial goals •Links compensation to short-term performance since award amounts are determined for the fiscal year based on actual results •Time horizon: 1 year | | | Long-Term Incentives | 65% | •Aligns executive interests with those of shareholders as potential value of awards increases or decreases with earnings (PRSUs) •Retains executive officers through multi-year vesting (PRSUs and RSUs) •Time horizon: 3 years (PRSUs and RSUs) |

  22. Fiscal Year 2025 Annual Bonus Program (ABP)

    Fiscal Year 2025 Annual Bonus Program (ABP) For fiscal year 2025, the Compensation Committee determined that all cash incentives for executives will be based on annual performance, establishing performance targets and payout ranges for each metric based on the current business environment, review of the competitive market, historical performance against targets and the Company’s desire for growth. The Compensation Committee also determined that total FY25 ABP payouts will be subject to an upward or downward discretionary adjustment by the Compensation Committee based on its evaluation of each executive’s attainment of financial and non-financial performance objectives. All cash incentives for executive officers will be capped at 250% of their annual bonus target.

  23. Fiscal Year 2025 Long-Term Incentives

    Fiscal Year 2025 Long-Term Incentives The Committee granted fiscal year 2025 long-term incentive awards to executive officers in October 2024. To align executive incentives with long-term shareholder value creation and the Company’s strategic growth objectives, the Committee granted two types of long-term incentives to executive officers in fiscal year 2025: •Restricted Stock Units which reinforce attraction, retention and long-term shareholder value creation; and •Performance Restricted Stock Units which reinforce attraction, retention, long-term shareholder value creation and specifically focus on achieving strategic objectives. The vesting of the Performance Restricted Stock Units is based on the degree of attainment of three-year growth objectives. The Committee does not grant long-term incentive awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on grant dates, vesting events, or sale events. During fiscal 2025, there were no long-term incentive awards granted to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.

  24. Fiscal Year 2025 Annual Bonus Program

    Fiscal Year 2025 Annual Bonus Program

  25. Target Annual Bonus

    Target Annual Bonus Our FY25 Annual Bonus Program is designed to motivate our executive officers to achieve pre-established annual performance objectives. In establishing annual bonus targets for fiscal year 2025, the Compensation Committee reviewed our NEOs’ target total cash compensation, relative to the median of our peers, and made certain adjustments to more closely align our NEOs’ total target cash compensation to the Company’s peer group. The table below shows the fiscal year 2025 NEO target annual bonus levels that were approved by the Compensation Committee in late fiscal year 2024:

  26. Target Annual Bonus

    | Name | FY2024 Target Annual Bonus ($) | FY2025 Target Annual Bonus ($) | FY2025 Percentage of Base Salary | Percentage Change | | John S. Mengucci | 1,950,000 | 1,987,500 | 150% | 1.9% | | Jeffrey D. MacLauchlan | 685,000 | 721,853 | 100% | 5.4% | | DeEtte Gray | 856,960 | 891,238 | 125% | 4.0% | | J. William Koegel, Jr. | 529,200 | 545,076 | 90% | 3.0% | | Tracy Weir | N/A(1) | 265,000 | 68% | N/A |

  27. Target Annual Bonus

    (1) Ms. Weir was appointed President and CEO UK at the start of FY2025

  28. Design

    Design The fiscal year 2025 annual bonus program was based on full year performance for the Named Executive Officers. At the beginning of fiscal year 2025, the Compensation Committee established the performance metrics applicable to the annual bonus program. The performance metrics were selected to incent the Company’s growth and support the interests of the Company’s shareholders and were applied to each executive based on their responsibilities. To provide a balance between current year organic growth and long-term acquisitions, the Committee evaluates whether to include acquired companies in the performance metrics after the completion of corporate acquisitions. In fiscal year 2025, the Committee included the impact of the Company’s acquisition of Azure Summit Technologies, Inc. in the performance metrics under the FY25 Annual Bonus Program. This resulted in higher CACI and U.S. Operations targets for the performance metrics as detailed further below. The Compensation Committee approved the following performance metrics for Messrs. Mengucci, MacLauchlan and Koegel:

  29. Design

    (1) Minimum performance required to qualify for a payment in the Annual Bonus Program After determining the appropriate performance metrics and weights applicable to the annual bonus program, the Compensation Committee established the target performance levels for the Company performance metric at the beginning of the fiscal year. The performance targets for each metric were established based on the then current business environment, review of the competitive market, historical performance against targets and the Company’s desire for growth. The performance metrics, targets and results used to evaluate fiscal year 2025 performance included all acquisitions which occurred in fiscal year 2024. In addition, the targets were increased during the year to include the impact of the Company’s acquisition of Azure Summit Technology, which closed in October 2024. The President and Chief Executive Officer was responsible for establishing performance metrics for non-Executive Officers which flow from the Company metrics established by the Committee. Once performance targets were established for each Company performance metric, the Compensation Committee determined appropriate lower, or “Cut,” threshold levels for each metric and upper, or “Stretch,” threshold levels. For performance below Cut levels, no bonus was awarded. For performance between Cut and Target levels, and between Target and Stretch levels, bonus payouts were prorated on a straight-line basis. No additional incentives are awarded for performance above Stretch levels. Total payment for the annual bonus program is capped at 250% of the target payout for each NEO. The ranges between Cut, Target and Stretch thresholds were based upon multiple factors assessed by the Compensation Committee, including historical ranges and historical performance against Cut, Target and Stretch thresholds. For fiscal year 2025, the Committee set the Cut thresholds at 90% of Target for Revenue, Collections, EBITDA and UK Net Income metrics and at 93% of Target for EBIT Margin Percentage. Stretch thresholds were set at 120% of Target for Revenue, Collections, and UK Net Income metrics, 110% of Target for EBITDA and at 107% of Target for EBIT Margin Percentage. The variation in percentages was intended was to provide additional incentive to achieve profitability and margin goals. In addition, the Committee established an Individual Modifier, where bonus can be adjusted up or down 25% based on assessment of financial and/or non-financial performance (e.g., ESG, strategic milestones, employee engagement, or other factors which aren’t immediately reflected in financial results).

  30. Fiscal Year 2025 Performance

    | Name | FY2025 Total Target Annual Bonus ($) | FY2025 Total Earned Annual Bonus(1) ($) | Payout as a Percentage of Target | | John S. Mengucci | 1,987,500 | 2,634,431 | 132.6% | | Jeffrey D. MacLauchlan | 721,853 | 956,816 | 132.6% | | DeEtte Gray | 891,238 | 1,143,985 | 128.4% | | J. William Koegel, Jr. | 545,076 | 656,817 | 120.5% | | Tracy Weir | 265,000 | 269,280 | 101.6% |

  31. Fiscal Year 2025 Long-Term Incentives

    Fiscal Year 2025 Long-Term Incentives The Compensation Committee used market data provided by its compensation consultant to set the target value of equity for the NEOs. Based on this review, the Compensation Committee made certain adjustments to align our NEOs with the peer group.

  32. Fiscal Year 2025 Long-Term Incentives

    | Name | FY2024 Target Equity Value ($) | FY2025 Target Equity Value ($) | Percentage Change | | John S. Mengucci | 10,500,000 | 12,000,000 | 14% | | Jeffrey D. MacLauchlan | 2,000,000 | 2,000,000 | 0% | | DeEtte Gray | 2,000,000 | 2,000,000 | 0% | | J. William Koegel, Jr. | 1,000,000 | 1,000,000 | 0% | | Tracy Weir | N/A(1) | 265,000 | N/A |

  33. Fiscal Year 2025 Long-Term Incentives

    (1) Ms. Weir was appointed President and CEO UK at the start of FY2025 All NEOs received their fiscal year 2025 target equity value 50% in the form of RSUs and 50% in the form of PRSUs. The RSUs vest ratably over three years. The PRSUs vest at the end of three years based on the attainment of a three-year target cumulative Free Cash Flow growth objective. No shares will vest for performance below the threshold performance level (90% of the three-year target cumulative Free Cash Flow). For performance between Cut and Target levels, and between Target and Stretch levels (110% of the three-year target cumulative Free Cash Flow), the number of shares which shall vest will be prorated on a straight-line basis up to 200% of the target PRSUs.

  34. Mr. Probert Fiscal Year 2025 Compensation

    Mr. Probert Fiscal Year 2025 Compensation Mr. Probert served as the Company’s President, National Security and Innovative Solutions until July 30, 2024. For fiscal year 2025, Mr. Probert’s received no increase in compensation from fiscal year 2024. Due to the timing of his departure, Mr. Probert did not receive an annual bonus for fiscal year 2025 and no equity incentives were granted to him during fiscal year 2025. In connection with his termination, Mr. Probert received compensation in accordance with a separation without cause not in connection with a change in control. Mr. Probert’s severance compensation was in accordance with CACI’s severance policies and the terms of his outstanding RSUs and PRSUs.

  35. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company currently maintains severance agreements with Messrs. Mengucci, MacLauchlan, and Koegel. Ms. Gray fell under the Company’s general policy for executives during fiscal year 2025, which provided for six months’ salary upon involuntary separation without cause. Ms. Weir falls under the general policy for U.K. employees which provides for three months’ salary upon separation either with, or without cause. The purpose of the agreements is to provide those executives with a degree of security and to mitigate concerns that they might have regarding their continued employment prior to or following a change in control, thereby allowing the executive to focus their undivided attention to serving the interests of the Company and our shareholders. The Company believes that appropriate severance arrangements are necessary to attract and retain these key executives and are an important part of a competitive overall compensation program for the NEOs. In the event of a change in control, severance benefits in the agreements are generally payable only upon a “double trigger,” meaning that severance benefits are triggered when an eligible executive is involuntarily terminated without cause by the Company or resigns for “good reason” within one year following a change in control. This “double trigger” provision was implemented to be consistent with good market practices. We believe this program encourages retention in the face of an actual or potential change in control and aligns executive and shareholder interests. Furthermore, the program allows top executives to review corporate transactions that are in the best interests of our shareholders without concern over whether the transactions may adversely impact the executive’s employment. All equity awards granted since 2010 have provided for “double trigger” vesting acceleration in the event of a change in control, under which vesting accelerates only upon a change in control and involuntary termination without cause or resignation for good reason within one year after the change of control. For equity awards granted in fiscal year 2022 and thereafter, executives who retire no earlier than one year after the grant date, on or after the date on which they have attained age 55 or older, and the sum of their age and consecutive years of service with the Company totals 65 or more, shall continue to vest as if they had remained actively employed. Calculations for various termination scenarios are included in the “Potential Payments on Termination or Change in Control” section of this proxy statement.

  36. Retirement Plans

    Retirement Plans The Company offers a non-qualified deferred compensation plan to encourage employees to save for their retirement. Eligible employees, which include all NEOs, may elect to contribute up to 50% of their U.S. base salary and 100% of their U.S. bonuses and commissions to this plan on a pre-tax basis. The Company contributes 5% of all income over the compensation limit in section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “IRC”) to participants, subject to plan vesting conditions, and may make a supplemental discretionary contribution to a participant’s account in any amount it elects. No discretionary contributions were made in fiscal year 2025 to any of the NEOs. The Company entered into a supplemental executive retirement plan (“SERP”) with Mr. Mengucci that provides certain benefits to offset the forfeiture of potential benefits from his previous employment. Mr. Mengucci is the only active employee with a SERP. The SERP provides for annual, lifetime payments of $270,000 upon the voluntary or involuntary termination of Mr. Mengucci’s employment, unless such termination is for cause (as defined in Mr. Mengucci’s employment agreement) which would result in the forfeiture of all benefits under the SERP. Upon his death, a surviving spouse will receive annual, lifetime payments of $135,000. In the event of a Change of Control, Mr. Mengucci and a spouse will receive the full benefits payable under the SERP unless Mr. Mengucci is terminated for cause or voluntarily terminates his employment other than for good reason. The Company provides no other executive a SERP and does not currently anticipate doing so in the future.

  37. Management Stock Purchase Plan

    Management Stock Purchase Plan The Company offers a Management Stock Purchase Plan (“MSPP”) to promote the long-term growth and profitability of the Company by providing executives with incentives to improve shareholder value and to contribute to the growth and financial success of the Company. The MSPP also helps executives to meet their mandated stock ownership requirements. The Board believes that the MSPP serves these goals, encouraging executives to convert a higher percentage of their cash compensation into Company equity. The MSPP provides for equity ownership in the Company by senior officers by allowing the voluntary deferral of up to 100% of their annual incentive plan compensation into RSUs. All deferred shares are bought at a discount of up to 15%, as determined annually by the Compensation Committee, of fair market value. The Company may grant matching awards in an amount not to exceed 25% of the participant’s deferrals and subject to such vesting or other restrictions or conditions as the Compensation Committee determines. The amount of the discount to fair market value and matching grant is determined by the Compensation Committee no later than December 31st of the fiscal year in which the bonus is earned. During fiscal year 2025, the Compensation Committee approved a 15% discount with no matching. There were no MSPP purchases for NEOs in fiscal year 2025.

  38. Risk Assessment

    Risk Assessment The Company performs an annual assessment of the Company’s overall compensation risk profile. The Compensation Committee also engages Mercer to review the risk assessment of the Company’s executive and non-executive compensation programs. As a part of this risk assessment, the Company has made the following findings about CACI’s compensation programs: •the Board and the Compensation Committee exercise close oversight over the performance measures utilized by the cash incentive plans and the long-term incentive plans, which in combination serve to balance short-term and long-term performance requirements and enhance shareholder value; •the performance objectives of the plans are linked such that achievement of annual incentive plan measures serves to enhance the performance of the Company; •the balance of total compensation is more heavily weighted to long-term incentives, and increasing Free Cash Flow and stock price over the long-term provides the maximum incentive value; and •the Company has a rigorous system of internal controls designed to prevent any individual employee from creating adverse material risk in pursuit of short- or long-term compensation. For example, the Board must approve all capital outlays of $10 million or more, as well as all acquisitions and divestitures of $5 million or more. Based on these analyses, the Compensation Committee believes that the Company’s compensation programs do not encourage excessive risk-taking.

  39. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal years 2025, 2024, and 2023. Annual compensation includes amounts awarded to, earned by, or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and the three other highest paid executive officers, including amounts deferred at an executive officer’s election.

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | John S. Mengucci President and Chief Executive Officer | 2025 | 1,324,399 | 12,000,385 | 2,634,431 | 175,432 | 610,481 | 16,745,127 | | | 2024 | 1,279,167 | 10,500,017 | 2,837,250 | 2,260 | 437,982 | 15,056,675 | | | 2023 | 1,045,833 | 6,700,105 | 1,874,250 | 640,203 | 264,410 | 10,524,800 | | Jeffrey D. MacLauchlan Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 718,782 | 2,000,233 | 956,816 | — | 88,690 | 3,764,521 | | | 2024 | 682,083 | 2,000,048 | 996,675 | — | 48,720 | 3,727,527 | | | 2023 | 583,333 | 2,450,314 | 648,183 | — | 15,768 | 3,697,598 | | DeEtte Gray President of U.S. Operations | 2025 | 710,706 | 2,000,233 | 1,143,985 | — | 78,890 | 3,919,764 | | | 2024 | 683,371 | 2,000,048 | 1,341,999 | — | 54,076 | 4,104,308 | | | 2023 | 657,600 | 1,400,065 | 884,152 | — | 135,604 | 3,077,421 | | J. William Koegel, Jr. Executive Vice President, General Counsel and Secretary | 2025 | 604,170 | 1,000,116 | 656,817 | — | 98,638 | 2,359,741 | | | 2024 | 584,132 | 1,000,181 | 769,986 | — | 76,670 | 2,430,969 | | | 2023 | 540,699 | 1,000,121 | 580,037 | — | 118,743 | 2,239,600 | | Tracy Weir, President and Chief Executive CACI Limited UK | 2025 | 388,267 | 265,451 | 237,600 | — | 11,636 | 902,954 | | Todd Probert Former President, National Security & Innovative Solutions | 2025 | 75,735 | — | — | — | 6,996,465 | 7,072,200 | | | 2024 | 602,140 | 1,500,271 | 691,612 | — | 93,018 | 2,887,042 | | | 2023 | 560,083 | 1,200,093 | 628,881 | — | 47,125 | 2,436,182 |

  41. Summary Compensation Table

    (1)Amounts reported in the Salary column represent actual base salary earned in fiscal years 2025, 2024, or 2023. (2)The amounts reported in the Stock Awards column represent the aggregate grant date fair value of each performance-restricted stock unit or restricted stock unit granted during such year, as computed in accordance with ASC 718. See Note 15 of the Company’s audited financial statements for the fiscal year ended June 30, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 6, 2025. The PRSUs granted are based on the following performance conditions: (a) half of the fiscal year 2023 grants are PRSUs based on the Company’s earnings performance during the three-year period ending June 30, 2025, if we achieve maximum performance conditions for this grant, then two times the number of PRSUs granted will vest; (b) half of the fiscal year 2024 grants are PRSUs based on the Company’s earnings performance during the three-year period ending June 30, 2026, if we achieve maximum performance conditions for this grant, then two times the number of PRSUs granted will vest; (c) half of the fiscal year 2025 grants are PRSUs based on the Company’s free cash flow performance during the three-year period ending June 30, 2027, if we achieve maximum performance conditions for this grant, then two times the number of PRSUs granted will vest. (3)Amounts reported in the Non-Equity Incentive Plan Compensation column represent performance-based incentive compensation earned in fiscal years 2025,2024, and 2023. For Ms. Weir, Non-Equity Incentive Plan Compensation was voluntarily reduced to align with performance measures applicable to non-executive officers employed in the U.K. (4)Represents the aggregate change in the actuarial present value of Mr. Mengucci’s accumulated benefit under his Supplemental Executive Retirement Plan. For more information, see “Compensation Discussion and Analysis – Retirement Plans.” (5)The table below describes the elements included in All Other Compensation for fiscal year 2025:

  42. Summary Compensation Table

    | Name | Non-Qualified Deferred Compensation Contribution(a) ($) | Vacation Sold Back to Company(b) ($) | Long-Term Care Premiums(c) ($) | 401(k) Match(d) ($) | Perquisites(e) ($) | Other(f) ($) | | Mr. Mengucci | 190,456 | 119,970 | 11,697 | 9,542 | 278,816 | | | Mr. MacLauchlan | — | 14,264 | — | 10,688 | 63,738 | | | Ms. Gray | — | 26,700 | — | 11,015 | 27,126 | | | Mr. Koegel | 50,980 | 10,952 | — | 5,297 | 31,409 | | | Ms. Weir | — | — | — | — | | 11,636 | | Mr. Probert | — | 53,305 | — | 84 | — | 6,943,076 |

  43. Summary Compensation Table

    (a)Represents the Company’s contribution, net of forfeitures of 5% on compensation in excess of the limit provided in IRC section 401(a)(17), which limit may be adjusted annually. (b)Represents cash-out of vacation accrual balance. (c)Represents premiums paid by the Company for a long-term care insurance policy. (d)50% Company match of the first 8% of contributions by the executive officer under the Company’s 401(k) plan (401(k) Match). (e)For Mr. Mengucci includes personal security driver of $208,342, perquisite allowance of $25,000, automobile expenses of $12,535, executive physical $3,500,tax and investment services of $20,824, and spousal airfare of $8,616. As discussed in “Benefits and Executive Perquisites” the Company provides the CEO with certain travel security protection due to the nature of our business and security threat information. The amounts reflected in the “All Other Compensation” column include expenses for certain travel security that we treat as perquisites under relevant SEC guidance, even though the need for such expenses arises from the risks associated with their positions with the Company. For fiscal year 2025, the values shown include personal use of a vehicle and driver used for security purposes for Mr. Mengucci. The aggregate incremental cost for personal security is calculated based on actual billings for services and fees charged directly to the Company by third party firms providing security personnel; these costs are inclusive of a monthly fixed fee for all services, and, as incurred, any additional fees based on daily rates and other expenses. No security personnel under this provision are employees of the Company. To calculate the aggregate incremental cost of Mr. Mengucci’s personal use of the personal security driver and vehicle, we allocated a portion of the actual cost paid to the third-party firms to personal use based on mileage driven for personal use, and actual security costs and fees incurred for any other personal usage of the security services. For any periods where data was not currently available, we based the personal usage allocation on the data currently in our possession. For Mr. MacLauchlan includes automobile expenses of $30,278 and tax and investment services of $33,460. For Ms. Gray includes automobile expenses of $5,094 and tax and investment services of $22,032. For Mr. Koegel includes automobile expenses of $31,409 (f)For Ms. Weir, represents $11,636 received in lieu of payments under the United Kingdom Pension Plan. For Mr. Probert, represents the value of RSUs and PRSUs that vested upon the termination of Mr. Probert’s employment in accordance with the terms of CACI’s RSU and PRSU agreements. (6)For Ms. Weir’s compensation is paid in Pounds Sterling (GBP). The conversion to U.S. dollars is based on the average exchange rate in the month earned.

  44. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025

  45. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold(3) (#) | Target (#) | Maximum (#) | | | | Mr. Mengucci | | | | | | | | | | | Bonus | N/A | 993,750 | 1,987,500 | 4,968,750 | — | — | — | — | — | | PRSUs | 10/1/2024 | — | — | — | 5,934 | 11,867 | 23,734 | — | 6,000,193 | | RSUs | 10/1/2024 | — | — | — | — | — | — | 11,867 | 6,000,193 | | Mr. MacLauchlan | | | | | | | | | | | Bonus | N/A | 360,927 | 721,853 | 1,804,633 | — | — | — | — | — | | PRSUs | 10/1/2024 | — | — | — | 989 | 1,978 | 3,956 | — | 1,000,116 | | RSUs | 10/1/2024 | — | — | — | — | — | — | 1,978 | 1,000,116 | | Ms. Gray | | | | | | | | | | | Bonus | N/A | 445,619 | 891,238 | 2,222,095 | — | — | — | — | — | | PRSUs | 10/1/2024 | — | — | — | 989 | 1,978 | 3,956 | — | 1,000,116 | | RSUs | 10/1/2024 | — | — | — | — | — | — | 1,978 | 1,000,116 | | Mr. Koegel | | | | | | | | | | | Bonus | N/A | 272,538 | 545,076 | 1,362,690 | — | — | — | — | — | | PRSUs | 10/1/2024 | — | — | — | 495 | 989 | 1,978 | — | 500,058 | | RSUs | 10/1/2024 | — | — | — | — | — | — | 989 | 500,058 | | Ms. Weir | | | | | | | | | | | Bonus | N/A | 125,000 | 250,000 | 625,000 | — | — | — | — | — | | PRSUs | 10/1/2024 | — | — | — | 132 | 263 | 526 | — | 132,978 | | RSUs | 10/1/2024 | — | — | — | — | — | — | 262 | 132,472 |

  46. Grants of Plan-Based Awards for Fiscal Year 2025

    (1)These amounts represent potential payouts under the 2025 annual incentive plan. (2)These amounts represent PRSU grants to NEOs in fiscal year 2025. (3)The PRSUs require threshold performance of 90% of three-year target cumulative Free Cash Flow, at which 50% of PRSUs vest. If 110% of three-year target cumulative Free Cash Flow is attained, 200% of PRSUs will vest. (4)Amounts represent the grant date fair value of the stock awards granted to the named executive officer during fiscal year 2025, determined pursuant to ASC 718.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mr. Mengucci | 10/1/2022 | 4,278(4) | 2,039,323 | — | — | | | 10/1/2022 | 12,833(5) | 6,117,491 | — | — | | | 10/1/2023 | 11,149(8) | 5,314,728 | — | — | | | 10/1/2023 | 16,724(9) | 7,972,331 | — | — | | | 10/1/2024 | — | — | 11,867(10) | 5,656,999 | | | 10/1/2024 | — | — | 11,867(11) | 5,656,999 | | Mr. MacLauchlan | 10/1/2022 | 288(4) | 137,290 | — | — | | | 10/1/2022 | 862(5) | 410,915 | — | | | | 11/1/2022 | 1,101(6) | 524,847 | — | | | | 11/1/2022 | 3,302(7) | 1,574,063 | — | — | | | 10/1/2023 | 2,124(8) | 1,012,511 | — | — | | | 10/1/2023 | 3,186(9) | 1,518,766 | | | | | 10/1/2024 | — | — | 1,978(10) | 942,913 | | | 10/1/2024 | — | — | 1,978(11) | 942,913 | | Ms. Gray | 4/26/2022 | 10,636(2) | 5,070,181 | — | — | | | 10/1/2022 | 894(4) | 426,170 | — | — | | | 10/1/2022 | 2,682(5) | 1,278,509 | — | — | | | 10/1/2023 | 2,124(8) | 1,012,511 | | | | | 10/1/2023 | 3,186(9) | 1,518,766 | | | | | 10/1/2024 | — | — | 1,978(10) | 942,913 | | | 10/1/2024 | — | — | 1,978(11) | 942,913 | | Mr. Koegel | 10/1/2022 | 639(4) | 304,611 | — | — | | | 10/1/2022 | 1,916(5) | 913,357 | — | — | | | 10/1/2023 | 1,063(8) | 506,732 | — | — | | | 10/1/2023 | 1,593(9) | 759,383 | — | — | | | 10/1/2024 | — | — | 989(10) | 471,456 | | | 10/1/2024 | — | — | 989(11) | 471,456 | | Ms. Weir | 8/22/2022 | 268(3) | 127,756 | — | — | | | 10/1/2022 | 122(4) | 58,157 | — | — | | | 10/1/2022 | 364(5) | 173,519 | — | — | | | 10/1/2023 | 213(8) | 101,537 | — | — | | | 10/1/2023 | 319(9) | 152,067 | — | — | | | 10/1/2024 | — | — | 262(10) | 124,895 | | | 10/1/2024 | | | 262(11) | 125,372 | | Mr. Probert | 10/1/2022 | 2,299(4) | 1,095,933 | — | — | | | 10/1/2022 | 766(5) | 365,152 | — | — |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the $476.70 closing price of the Company's stock on June 30, 2025. (2) Stock awards granted on April 26, 2022, that had not vested as of June 30, 2025, vest as follows: 10,636 shares on April 26, 2026. (3) Stock awards granted on August 22, 2022, that had not vested as of June 30, 2025, vest as follows: 268 shares on August 22, 2025. (4) Stock awards granted on October 1, 2022, that vest in equal increments on October 1, 2023, October 1, 2024 and October 1, 2025. (5) Stock awards granted on granted October 1, 2022, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2025. (6) Stock awards granted on November 1, 2022, that vest in equal increments on November 1, 2023, November 1, 2024 and November 1, 2025 (7) Stock awards granted on granted November 1, 2022, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2025. (8) Stock awards granted on October 1, 2023, that vest in equal increments on October 1, 2024, October 1, 2025 and October 1, 2026. (9) Stock awards granted on October 1, 2023, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative EBITDA for the three fiscal years ending on June 30, 2026. (10) Stock awards granted on October 1, 2024, that vest in equal increments on October 1, 2025, October 1, 2026 and October 1, 2027. (11) Stock awards granted on October 1, 2024, that contain performance conditions whereby the number of units vesting depend upon the Company's cumulative free cash flow for the three fiscal years ending on June 30, 2027.

  50. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025

  51. Option Exercises and Stock Vested for Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mr. Mengucci | 37,058 | 18,737,266 | | Mr. MacLauchlan | 3,724 | 1,899,882 | | Ms. Gray | 8,836 | 4,467,658 | | Mr. Koegel | 5,477 | 2,749,355 | | Ms. Weir | 1,060 | 535,957 | | Mr. Probert(2) | 12,985 | 6,943,076 |

  52. Option Exercises and Stock Vested for Fiscal Year 2025

    (1)These amounts are equal to the closing price of our common stock on the NYSE on the applicable vesting date multiplied by the number of shares vested on that date. (2)Represents RSUs and PRSUs that vested upon the termination of Mr. Probert’s employment in accordance with the terms of CACI’s RSU and PRSU agreements.

  53. Pension Benefits

    Pension Benefits

  54. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Mr. Mengucci | Supplemental Executive Retirement Plan | >5 | 3,419,487 | — | | Mr. MacLauchlan | N/A | N/A | N/A | N/A | | Ms. Gray | N/A | N/A | N/A | N/A | | Mr. Koegel | N/A | N/A | N/A | N/A | | Ms. Weir | N/A | N/A | N/A | N/A | | Mr. Probert | N/A | N/A | N/A | N/A |

  55. Pension Benefits

    (1)Mr. Mengucci is credited with more than five years of service under the plan. Mr. Mengucci’s actual years of service with the Company is greater than ten years. (2)Mr. Mengucci’s SERP provides an annual payment of $95,000 each year until the later of his death and his spouse’s death if he terminates employment for a reason other than involuntarily for cause on or after age 60. It also provides an annual payment of $175,000 each year until Mr. Mengucci’s death. If Mr. Mengucci’s spouse survives him, she shall receive $47,500 and $87,500 respectively, per year beginning the year following his death and continuing until her death, in the event he terminates employment for a reason other than involuntarily for cause on or after age 60. In the event of a Change of Control, if Mr. Mengucci’s employment is involuntarily terminated for a reason other than for cause or if he voluntarily terminates employment for good reason, Mr. Mengucci and his spouse will receive the full benefits payable under the SERP. If Mr. Mengucci is terminated involuntarily for cause, all benefits of the SERP are forfeited. No payments shall be made to any person, trust or entity under this plan after the death of Mr. Mengucci and his spouse.

  56. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025

  57. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Company Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(4) ($) | | Mr. Mengucci | 283,725 | 190,456 | 156,860 | — | 3,813,478 | | Mr. MacLauchlan | — | — | — | — | - | | Ms. Gray | — | — | 145,010 | — | 2,503,098 | | Mr. Koegel | 206,123 | 50,980 | 66,314 | — | 1,579,768 | | Ms. Weir | — | — | — | — | 1,256,351 | | Mr. Probert | 103,742 | — | 5,396 | 34,194 | 184,088 |

  58. Non-Qualified Deferred Compensation for Fiscal Year 2025

    (1)Executive contributions are included in the Salary and Non-Equity Incentive Plan Compensation columns in the Summary Compensation Table. (2)Company contributions are included in the All Other Compensation column of the Summary Compensation Table. (3)There were no above-market or preferential earnings on deferred compensation in fiscal year 2025; accordingly, no portion of the amounts in the Aggregate Earnings column are reported as compensation in the Summary Compensation Table. (4)Certain amounts in the Aggregate Balance at Last Fiscal Year End column were previously reported in the Summary Compensation Table in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns (in the case of executive contributions) or in the All Other Compensation column (in the case of Company contributions). The amounts previously reported as executive and Company contributions were as follows: Mr. Mengucci, $1,598,402 and $1,408,494; (ii) Ms. Gray, $916,559 and $436,468; and (iii) Mr. Koegel, $624,758 and $215,738; and Mr. Probert, $166,630 and $43,836

  59. CEO Pay Ratio

    CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the ratio of the annual total compensation of our President and Chief Executive Officer (CEO) during fiscal year 2025 (Mr. Mengucci) to the annual total compensation of our median employee was computed to be 134 to 1 for fiscal year 2025, based on the methodology described below. As of June 30, 2025, our total active employee population consisted of approximately 25,000 individuals, including our CEO. We compared the annual salary of all active employees, with the exception of Mr. Mengucci, as reflected in our human resources systems of record; as part of this process, we annualized compensation for any employees who were employed for less than the full fiscal year, but we did not annualize the compensation for employees in temporary or seasonal positions. This measure was consistently applied to all individuals in the measured employee population and yielded our “approximate median employee.” For the approximate median employee, we then calculated their annual total compensation for fiscal year 2025 using the same methodology we used for purposes of determining the annual total compensation of our CEO in the Summary Compensation Table. This yielded compensation for the approximate median employee of $124,749. The annual total compensation of Mr. Mengucci, as reported in the Summary Compensation Table above, was $16,745,127. The ratio of the annual total compensation of Mr. Mengucci to the compensation for the approximate median employee was then computed, yielding the final result of 134 to 1. We believe this is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We note that, in determining the employees from which the median employee is identified, SEC rules permit companies to use statistical sampling, reasonable estimates and other reasonable methods. As a result, the pay ratios reported by other companies may have been calculated using methodologies, exclusions and estimates that differ from the ones we used to calculate our pay ratio. Accordingly, our pay ratio may not be directly comparable to the pay ratios of other companies.

  60. Pay Versus Performance

    Pay Versus Performance The following table provides five years of the Company’s compensation and performance history prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our executive officers or how the Compensation Committee evaluates compensation decisions in light of company or individual performance. For information on how our Human Resources and Compensation Committee aligns pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 23. The Summary Compensation Table on page 40 shows the salary, annual incentive, and accounting fair value of equity awards granted in the year shown (at the time the grant was made). The Compensation Actually Paid (CAP) table shows the value of the FY25 grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price, and therefore, may be higher or lower than the SCT compensation values.

  61. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($M) | Revenue(5) ($M) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2025 | 16,745,127 | 20,775,755 | 2,222,648 | 2,486,831 | 219.80 | 220.29 | 499.8 | 8,627.8 | | 2024 | 15,056,676 | 23,809,039 | 3,287,462 | 5,257,933 | 198.33 | 149.59 | 419.9 | 7,659.8 | | 2023 | 10,524,801 | 15,532,126 | 2,674,283 | 4,222,816 | 157.16 | 124.23 | 384.7 | 6,702.5 | | 2022 | 8,363,317 | 10,873,550 | 3,771,845 | 4,233,452 | 129.92 | 120.45 | 366.8 | 6,202.9 | | 2021 | 12,085,890 | 14,891,639 | 3,279,918 | 3,879,914 | 117.63 | 133.19 | 457.4 | 6,044.1 |

  62. Pay Versus Performance

    (1)Mr. Mengucci is included as the Principal Executive Officer (PEO), CEO, for fiscal years 2025, 2024, 2023, 2022 and 2021. (2)The dollar amounts reported in the "Compensation Actually Paid to PEO" and "Compensation Actually Paid to Non-PEO NEOs" reflect "Total Compensation" as set forth in the Summary Compensation Table for each year, adjusted as follows, and with calculations shown in the tables below. Equity values are determined in accordance with FASB ASC Topic 718. The fair values for outstanding and unvested equity awards made in fiscal years 2019, 2020, and 2021 were estimated using Monte Carlo simulation model factors as disclosed in the company’s Form 10-K for each fiscal year: •minus the Annual Stock Award •minus the Change in Pension Value •plus the Pension Service Cost •plus Equity Value, which is calculated as: a.the fair value of outstanding and unvested equity awards at the end of each fiscal year b.plus/(less) the change in fair value as of fiscal year-end for unvested awards c.plus the fair value as of vesting for awards granted and vested during the year d.plus/(less) the annual change in value as of vesting for prior year's awards e.less prior year-end fair value for any equity awards forfeited during the year

  63. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Annual Stock Award ($) | Change in Pension Value ($) | Pension Service Cost ($) | Equity Value ($) | Compensation Actually Paid ($) | | PEO | | | | | | | | 2025 | 16,745,127 | (12,000,385) | (175,432) | — | 16,206,446 | 20,775,755 | | 2024 | 15,056,676 | (10,500,017) | (2,260) | — | 19,254,641 | 23,809,039 | | 2023 | 10,524,801 | (6,700,105) | (640,202) | 440,406 | 11,907,226 | 15,532,126 | | 2022 | 8,363,317 | (5,500,180) | (380,561) | 1,093,724 | 7,297,250 | 10,873,550 | | 2021 | 12,085,890 | (5,744,061) | (1,043,727) | 1,112,533 | 8,481,004 | 14,891,639 | | Average of Non-PEO NEOs | | | | | | | | 2025 | 2,222,648 | (1,053,206) | — | — | 1,317,389 | 2,486,831 | | 2024 | 3,287,462 | (1,625,137) | — | — | 3,595,608 | 5,257,933 | | 2023 | 2,674,283 | (1,210,119) | — | — | 2,758,652 | 4,222,816 |

  64. Pay Versus Performance

    | 2022 | 3,771,845 | (2,525,230) | — | — | 2,986,838 | 4,233,452 | | 2021 | 3,279,918 | (1,216,116) | — | — | 1,816,112 | 3,879,914 |

  65. Pay Versus Performance

    The amounts deducted or added in calculating the Equity Values are included in the table below. In 2025, 2024, 2023, 2022 and 2021, the fair value of the grants awarded in the respective years increased at the end of the year due to the growth in stock price, which is a key driver of CAP year-over-year.

  66. Pay Versus Performance

    | | Fair Value of Current Year Equity Awards at Fiscal Year End ($) | Change in Fair Value as of Fiscal Year End for Unvested Awards ($) | Fair Value of Awards at Vesting Granted During Year ($) | Change in Value of Awards as of Vesting of Prior Year Awards ($) | Value of Forfeited Awards ($) | Value of Dividends ($) | Total Equity Value Included in CAP ($) | | PEO | | | | | | | | | 2025 | 11,313,998 | 2,094,905 | — | 2,797,543 | — | — | 16,206,446 | | 2024 | 14,386,558 | 5,063,956 | — | (195,873) | — | — | 19,254,641 | | 2023 | 8,747,659 | 3,533,633 | — | (374,066) | — | — | 11,907,226 | | 2022 | 5,845,808 | 1,159,531 | — | 291,912 | — | — | 7,297,250 | | 2021 | 4,900,855 | 1,744,891 | 943,866 | 301,630 | — | — | 8,481,004 | | Average of Non-PEO NEOs | | | | | | | | | 2025 | 992,966 | 372,066 | — | 559,872 | (607,516) | — | 1,317,389 | | 2024 | 2,226,675 | 1,362,941 | — | 5,992 | — | — | 3,595,608 | | 2023 | 1,884,675 | 857,722 | — | (99,774) | — | — | 2,658,877 | | 2022 | 2,598,364 | 344,102 | — | 44,372 | — | — | 2,986,838 | | 2021 | 1,241,618 | 588,851 | — | (14,357) | — | — | 1,816,112 |

  67. Pay Versus Performance

    (3) Messrs. MacLauchlan, Probert, Koegel, Mmes. Gray, and Weir are included in the non-PEO NEO averages for 2025. Messrs. MacLauchlan, Probert, Koegel, and Ms. Gray are included in the non-PEO NEO averages for 2024. Messrs. MacLauchlan, Probert, Koegel, Mutryn and Ms. Gray are included in the non-PEO NEO averages for 2023. Messrs. Mutryn, Probert, Koegel and Ms. Gray are included in the non-PEO NEO averages for 2022. Dr. London, Messrs. Mutryn, Bradford and Koegel and Ms. Gray are included in the non-PEO NEO averages for 2021. (4) Peer Group is Dow Jones US Computer Services Index Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company's share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company's share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is July 1. (5) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not total shareholder return or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected Revenue as this measure for 2025 as reflected in column (i) in the first table above. This performance measure may not have been the most important financial performance measure for years 2024, 2023, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  68. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The table below reflects the amount of compensation payable to each NEO upon termination of employment under various termination scenarios. The tables show the amount of compensation payable to each NEO upon voluntary termination (other than for “good reason”) or retirement not in connection with a change in control, upon termination by the Company without cause or by the NEO for “good reason” other than in connection with a change in control, and upon termination by the Company without cause or by the NEO for “good reason” following a change in control. The amounts shown assume, for illustrative purposes, that such termination was effective as of June 30, 2025, and therefore include amounts earned through such date, and are estimates of the amounts which would be paid to the NEOs upon termination. The actual amounts to be paid can be determined only at the time of the actual separation from the Company.

  69. Potential Payments on Termination or Change in Control

    | Name | Total Cash Severance(1) ($) | Value of Continuation of Benefits(2) ($) | Value of Employee Non-qualified Retirement Contributions(3) ($) | Value of Company Non-qualified Retirement Contributions(4) ($) | Value of Supplemental Retirement Benefits(5) ($) | Value of Unvested Equity Awards(6) ($) | Value of 280G Excise Tax Partial Protection ($) | Total ($) | | Separation Payment in event of Termination without “Good Reason” or Retirement not in connection with a Change in Control | | | | | | | | | | Mr. Mengucci | — | — | 2,282,995 | 1,528,210 | 3,419,487 | 21,443,873 | N/A | 28,674,565 | | Mr. MacLauchlan | — | — | — | — | — | 5,178,392 | N/A | 5,178,392 | | Ms. Gray | — | — | 1,957,144 | 539,934 | — | 9,306,137 | N/A | 11,803,215 | | Mr. Koegel | — | — | 1,132,459 | 451,175 | — | 2,484,084 | N/A | 4,067,718 | | Ms. Weir | 97,067 | — | — | — | — | 606,362 | N/A | 703,429 | | Separation Payment in event of Termination for “Good Reason” or Without Cause by Company not in connection with a Change in Control | | | | | | | | | | Mr. Mengucci | 7,610,973 | 17,434 | 2,282,995 | 1,528,210 | 3,419,487 | 21,443,873 | N/A | 36,302,971 | | Mr. MacLauchlan | 2,022,690 | 19,411 | — | — | — | 5,178,392 | N/A | 7,220,493 | | Ms. Gray | 356,495 | — | 1,957,144 | 539,934 | — | 9,306,137 | N/A | 12,159,711 | | Mr. Koegel | 1,232,564 | 27,225 | 1,132,459 | 451,175 | — | 2,484,084 | N/A | 5,327,507 | | Ms. Weir | 97,067 | — | — | — | — | 606,362 | N/A | 703,429 | | Separation Payment in event of Termination for “Good Reason” or Without Cause by Company following a Change in Control(7)(8) | | | | | | | | | | Mr. Mengucci | 14,197,051 | 17,434 | 2,282,995 | 1,528,210 | 3,419,487 | 32,757,871 | N/A | 54,203,047 | | Mr. MacLauchlan | 3,741,218 | 19,411 | — | — | — | 7,064,217 | N/A | 10,824,846 | | Ms. Gray | 356,495 | — | 1,957,144 | 539,934 | — | 11,191,963 | N/A | 14,045,536 | | Mr. Koegel | 2,608,190 | 27,225 | 1,132,459 | 451,175 | — | 3,426,996 | N/A | 7,646,046 | | Ms. Weir | 97,067 | — | — | — | — | 863,304 | N/A | 960,371 |

  70. Potential Payments on Termination or Change in Control

    (1)For the Separation Payment following a Change in Control, includes incentive plan amounts earned but not yet paid for fiscal year 2025 for all NEOs. (2)Assumes that Messrs. Mengucci, MacLauchlan, and Koegel are entitled to receive continuation of health benefits following the date of separation for reasons other than voluntary termination or retirement. For Messrs. Mengucci, MacLauchlan, and Koegel, the table value represents the total values of continued current medical, dental, and vision insurance coverage over the duration of the coverage period, less the executive’s current portion of the cost, plus the amount required to cover all estimated applicable local, state and federal income and payroll taxes imposed with respect to such payment. (3)Represents the value of monies deferred into the non-qualified retirement plan during employment, plus investment gains and losses, that would be payable upon termination. (4)Represents the value of all Company contributions paid into the non-qualified retirement plan on behalf of the executive officer during employment that would be payable upon termination. In the event of termination for “Good Reason” or without cause within one year after the effective date of a Change in Control, all unvested Company contributions would vest. (5)Represents the present value of benefits accrued by Mr. Mengucci through June 30, 2025 under his SERP. The accrued benefit would be paid over his expected remaining lifespan. (6)Based on the number of RSUs that would vest and the terms of RSU grants as described in the “Severance and Change in Control Benefits” section, multiplied by the closing price per share of the Company’s common stock as of June 30, 2025. For the performance based grants made in 2022, 2023, and 2024, the number of RSUs for which the measurement periods were not complete would be paid at target upon a change in control. (7)Assumes that termination of employment occurred for "good reason" within six (6) months before or twenty-four (24) months after a Change in Control (8)For Messrs. Mengucci, MacLauchlan, and Koegel, assumes that the executive officer resigned for “good reason” or was terminated without cause within one year after a change in control. Ms. Gray would be entitled to the cash severance only upon termination without cause by the Company. Ms. Weir falls under the standard for U.K. employees wherein she would receive three months' severance in either case, with, or without cause.

  71. Potential Payments on Termination or Change in Control

    | Summary |

  72. Potential Payments on Termination or Change in Control

    The Compensation Committee evaluates the compensation and form of compensation for non-employee directors annually. As a part of this process, the Compensation Committee reviews general market data for director compensation as well as director compensation data from the Company’s peer group, the same group used for our executive compensation review, including cash compensation, equity compensation and stock ownership requirements. The Compensation Committee also considers input from its third-party compensation consultant retained by the Compensation Committee, regarding market practices for director compensation. The Compensation Committee intends to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. As a result, non-employee director compensation generally approximates the market median and is periodically adjusted to maintain alignment with market practices. The Compensation Committee intends to continue to conduct director compensation reviews annually. During fiscal year 2025, each non-employee director received an annual equity retainer and cash retainer based on their chair and committee appointments as outlined in the table below. In addition to the annual retainers, each non-employee director received a fee of $2,000 for in-person special board meetings, $500 for telephonic special board meetings and $500 for telephonic special committee meetings:

  73. Potential Payments on Termination or Change in Control

    | Equity Compensation | Annual Retainer | | Board(1) | $175,000 | | Chair of the Board(2) | $255,000 | | Cash Compensation (Chairs)* | Annual Retainer | | Chair of the Board | $220,000 | | Audit and Risk | $25,000 | | Human Resources and Compensation | $20,000 | | Corporate Governance and Nominating | $20,000 | | Special Programs | $20,000 | | Executive(3) | N/A | | * In addition to amounts received as member. | | | Cash Compensation (Members) | Annual Retainer | | Board | $105,000 | | Audit and Risk | $15,000 | | Human Resources and Compensation | $10,000 | | Corporate Governance and Nominating | $10,000 | | Special Programs | $10,000 | | Executive(3) | N/A |

  74. Potential Payments on Termination or Change in Control

    (1)Equity grants are made in the form of RSUs expressed as a dollar value, in an amount established from time to time by the Compensation Committee. Such RSU awards are made on the date of the Annual Meeting of Shareholders at which time such election occurs, based on the closing price per share of the Company’s common stock on that date. Under the Company’s Director Stock Purchase Plan (DSPP), Directors may also elect to receive RSUs in lieu of up to one hundred percent of their annual cash retainer, with such election to be made prior to the commencement of the effective calendar year. The number of RSUs is based on the fair market value of the stock on the date of issuance. (2)The amount listed reflects the total annual retainer for the Chair of the Board. The Chair of the Board receives the annual retainer half in cash and half in stock. (3)Members of the Executive Committee are compensated $1,500 on a per meeting basis. The annual retainer for the Chair of the Board is paid on a quarterly basis, half in cash and half in stock. The number of shares issued is based on the closing price per share of the Company’s stock on the first day of the fiscal quarter when such amounts are payable. Mr. Mengucci received no separate compensation for his service as director, except that he was eligible to be reimbursed for incurred expenses associated with attending meetings of the Board and its committees, such as when meetings were conducted at offsite locations. The following table summarizes the compensation information for each of our non-employee directors for fiscal year 2025.

  75. Potential Payments on Termination or Change in Control

    | Director Compensation Table |

  76. Potential Payments on Termination or Change in Control

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Michael A. Daniels | 155,193 | 366,093 | — | 521,286 | | Lisa S. Disbrow | 132,500 | 175,311 | — | 307,811 | | Susan M. Gordon | 151,500 | 175,311 | — | 326,811 | | William L. Jews | 146,000 | 175,311 | — | 321,311 | | Ryan D. McCarthy | 141,500 | 175,311 | 39,000 | 355,811 | | Scott C. Morrison | 97,500 | 175,311 | — | 272,811 | | Philip O. Nolan | 141,500 | 175,311 | — | 316,811 | | Debora A. Plunkett | 148,500 | 175,311 | — | 323,811 | | Stanton D. Sloane | 126,500 | 175,311 | — | 301,811 | | Charles L. Szews | 93,750 | 175,311 | — | 269,061 |

  77. Potential Payments on Termination or Change in Control

    (1) The amounts represent the aggregate grant date fair value computed in accordance with ASC 718 for awards of stock in fiscal year 2025 under the terms of the Company's 2016 Stock Incentive Plan. The grant date fair value per share is the closing price for the Company's stock on the October 17, 2024, grant date ($529.64). For fiscal year 2025, the Company awarded 482 RSUs to Chairman Daniels with a grant date fair value of $255,286. Chairman Daniels also received half of his cash retainer in the form of unrestricted shares and was awarded 60 shares on August 1, 2024 ($463.91); 52 shares on October 17, 2024; ($529.64); 61 shares on January 16, 2025 ($454.28) and 66 shares on April 17, 2025 ($420.00) each with a grant date fair value of approximately $27,500. Directors Disbrow, Gordon, Jews, McCarthy, Morrison, Nolan, Plunkett, Sloane and Szews each received 331 shares with a grant date fair value of $175,311. The outstanding number of RSUs awarded to each director as of June 30, 2025 was as follows: Chairman Daniels 242; Director Disbrow 166; Director Gordon 166; Director Jews 166; Director McCarthy 166; Director Morrison 166; Director Nolan 166; Director Plunkett 166; Director Sloane 166; Director Szews 166. (2) Mr. McCarthy received $39,000 in consulting fees from the Company during fiscal year 2025. The consulting agreement with Mr. McCarthy was terminated by mutual agreement during fiscal year 2025 and Mr. McCarthy no longer serves as a consultant to the Company.

  78. Potential Payments on Termination or Change in Control

    | Director Stock Ownership Guidelines |

  79. Potential Payments on Termination or Change in Control

    The Committee has also adopted stock ownership requirements for non-employee directors to better align their interests with those of shareholders. The requirement is based on five times the value of their base Annual Retainer , converted annually on December 1st to a whole number of shares based on the 90-day average price of CACI stock. Until the Director holds the required number of shares, the director is limited with respect to the number of share the director is allowed to sell, and is only allowed to sell one-half of the shares issued with respect to vested RSUs for the purpose of covering the tax burden caused by the vesting; the other one-half that must be retained is used to determine the interim ownership requirement until the full number of shares is reached, with each successive vesting being added to the prior interim requirement in order to establish the new requirement. Only fully owned shares count in the measurement; unvested restricted stock units do not count, nor do any other unvested and/or unexercised instruments. The penalty for non-compliance is that the Director is required to participate in the DSPP, with 100 percent of the director’s earned Annual Retainer and committee fees being applied to the acquisition of CACI stock, until such time as the director meets the required holding level. Stockholdings are measured annually as of December 1st to determine compliance with the stock ownership guidelines. For the compliance checkpoint on December 1, 2024, all non-employee directors were in compliance with their applicable holding requirements or interim holding requirements. The required ownership level will continue to be reviewed annually by the Committee to ensure that it provides enough incentive to properly align the interests of the non-employee directors with those of the Company’s shareholders. All non-employee directors were in compliance with their respective stock ownership requirements as of the December 1, 2024 checkpoint.

  80. Proposal 1 Election of Directors

    Proposal 1 Election of Directors In accordance with the Company’s By-laws and Guidelines, the Board, upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following ten persons to serve as members of the Board until the next annual meeting of shareholders or until a successor has been elected and qualified, or until the director’s earlier death, resignation or removal: