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Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

CACI INTERNATIONAL INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)

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2)

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3)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1)

Amount previously paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

Sincerely,

J.P. LONDON
Chairman of the Board and Executive Chairman

Location:

Sheraton Tysons Hotel, 8661 Leesburg Pike, Tysons, VA 22182

Date and Time:

Thursday, November 15, 2018, 9:30 a.m., local time

Items of Business:

(1)

Election of eleven nominees named in our proxy statement to our Board of Directors to hold office until the 2019 Annual Meeting or until their respective successors have been elected and qualified;

(2)

To approve on a non-binding, advisory basis the compensation of our named executive officers;

(3)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019; and

(4)

To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

Record Date:

Shareholders of record as of September 17, 2018 are entitled to vote at the 2018 Annual Meeting of Shareholders.

Attendance:

All shareholders are invited to attend. If you wish to attend the meeting in person, please review the instructions provided under “Attending the Annual Meeting” on page 61 of our proxy statement.

Voting:

We encourage all shareholders to vote on the matters described in our proxy statement by Internet, phone or by using the return envelope if you received a physical copy. For additional instructions on voting your shares, please refer to the instructions under “Annual Meeting Information” on page 59 of our proxy statement. Our proxy statement and annual report are also available at http://investor.caci.com/annual_meeting_materials/Index?keyGenPage=1073752900.

1100 N. Glebe Road

By Order of the Board of Directors

Arlington, VA 22201
(703) 841-7800
www.caci.com

J. WILLIAM KOEGEL, JR.
Secretary
October 4, 2018

PROXY SUMMARY

1

Board of Directors and Executive Officers

5

Board of Directors

5

Director Nomination Procedures

5

Board Composition

5

2018 Nominees for Director

7

Executive Officers

11

CORPORATE GOVERNANCE

12

Governance Framework

12

Structure

12

Primary Governance Documents

12

Board of Directors

13

Board Leadership

13

Committee Membership and Attendance

14

Committee Responsibilities

14

Board and Committee Independence

17

Annual Board Evaluations

17

Risk Oversight

18

Shareholder and Interested Party Communications with Directors

18

Certain Relationships and Related Transactions

19

Related Party Transactions

19

Compensation Committee Interlocks and Insider Participation

19

SECURITIES OWNERSHIP

20

Principal Shareholders

20

Directors and Management

21

Section 16(a) Beneficial Ownership Reporting

21

EXECUTIVE COMPENSATION

22

Compensation Discussion and Analysis

22

Compensation Committee Report

43

Executive Compensation Tables

44

Summary Compensation Table

44

Grants of Plan-Based Awards

45

Outstanding Equity Awards at Fiscal Year-End

46

Option Exercises and Stock Vested

47

Non-Qualified Deferred Compensation

47

CEO Pay Ratio

47

Severance Agreements

48

Potential Payments on Termination or Change in Control

49

Director Compensation

51

Summary

51

Director Compensation Table

52

Director Stock Ownership Guidelines

52

EQUITY COMPENSATION PLAN INFORMATION

53

AUDIT INFORMATION

54

Principal Accounting Fees and Services

54

Pre-Approval Policies and Procedures

54

AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2018

55

MANAGEMENT PROPOSALS

56

Proposal 1        Election of Directors

56

Proposal 2        Advisory Vote on Executive Compensation

57

Proposal 3         Ratification of Appointment of Independent Registered Public Accounting Firm

58

ANNUAL MEETING INFORMATION

59

Board Recommendation

Vote Requirement

Page

Election of Directors

FOR each nominee

Majority of Votes Cast

56

Advisory Vote on Executive Compensation

FOR

Majority of Votes Cast

57

Ratification of Ernst & Young LLP

FOR

Majority of Votes Cast

58

Nominee

Age

Director Since

Independent

Board Committees

Kenneth Asbury

President and Chief Executive Officer, CACI International Inc

63

2013

E

Michael A. Daniels

Former Chairman and Chief Executive Officer, Mobile 365, Inc.

72

2013

✓

C, CG, IR, SRA, SA

James S. Gilmore, III

Former Governor, Commonwealth of Virginia

68

2009

✓

A, C, CE*, IR, SA

William L.  Jews

Former President and Chief Executive Officer of CareFirst, Inc.

66

2013

✓

A, C, CE, IR, SA

Gregory G. Johnson

Admiral, U.S. Navy (Ret.); Founder, Snow Ridge Associates

72

2006

✓

C, CE, E, SRA, SA*

J.P. London

Executive Chairman and Chairman of the Board, CACI International Inc

81

1981

CE, E*, IR, SRA, SA

James L. Pavitt

President, JLP Associates, LLC

72

2008

✓

A, C, CE, SRA*, SA

Warren R. Phillips

Former CFO, Albanian-Macedonia-Bulgarian Oil Pipeline Corp.

77

1974

✓

A*, CG*, E, SRA, SA

Debora A. Plunkett

Former Director, Information Assurance Directorate, National Security Agency

58

2018

✓

A, IR, SA

Charles P. Revoile

Independent Legal and Business Consultant

84

1993

✓

A, C*, CG, E, IR

William S. Wallace

General, US Army (Ret.); Former Commander, Fifth U.S. Corps.

71

2009

✓

A, CE, IR*, SRA, SA

A Audit

C  Compensation

CE  Culture, Character, Integrity & Ethics

CG  Corporate Governance and Nominating

E Executive

IR  Investor Relations

SA Strategic Assessment

SRA Security and Risk Assessment

* Chair

Practice

Description

Page

Independence

Board is over 80% independent and the Audit, Compensation and Corporate Governance and Nominating Committees are 100% independent.

17

Lead Independent Director

Dr. Phillips was elected to serve as the lead independent director to provide independent oversight of management.

13

Overboarding Policy

Our Corporate Governance Guidelines limit directors’ affiliations to help them dedicate the requisite time and attention to the Board.

5

Board Self-Evaluations

Our Board regularly evaluates its performance through self-evaluations, corporate governance reviews and periodic charter reviews.

17

Annual Election of Directors

All directors are elected annually, which reinforces our Board’s accountability to shareholders.

7

Majority Voting

Directors are elected under a “majority voting” standard.

61

Action by Written Consent

Shareholders may act by written consent.

⁽¹⁾

Annual “Say-on-Pay”

Our shareholders provide non-binding approval of our named executive officers’ compensation on an annual basis.

57

Stock Ownership Guidelines

We require our executive officers and directors to hold a substantial amount of our stock to better align their interests with those of our shareholders.

41&52

“Clawback” Policy

We maintain a recoupment policy so that we can pursue “excess” compensation awarded to our executive officers.

41

(1)

See our By-laws located on our website under “Corporate Governance” at www.caci.com.

Name

Base Salary ($)

Annual Incentive Target ($)

Long-Term Incentive Target⁽¹⁾ (Equity) ($)

Long-Term Incentive Target⁽²⁾ (Cash) ($)

 J.P. London

652,500

552,500

1,100,000

—

 Kenneth Asbury

924,500

1,335,000

3,505,000

—

 John S. Mengucci

630,100

942,000

1,500,000

2,826,000

 Thomas A. Mutryn

534,200

520,000

1,100,000

1,560,000

 DeEtte Gray

550,000

650,000

900,000

1,950,000

(1)

In order for the executive officers to receive the target number of shares granted, we must first attain a minimum one-year EPS threshold, after which shares are earned subject to a three-year performance period with the number of shares earned each year based on the growth or decline from the average stock price over the 90 calendar days immediately preceding the grant to the average stock price over the 90 calendar days immediately preceding the first, second and third anniversaries of the grant date. Once fully earned the shares vest equally on the third and fourth anniversaries of the grant date.

(2)

Aggregate three-year value at target performance which is established at performance levels that exceed the annual incentive plan.

Board of Directors

•

Demonstrated judgment, intelligence and character;

•

Record of substantial business experience relevant to the Company;

•

Ability to represent the interests of our shareholders;

•

Understanding of executive leadership, marketing, finance and corporate strategy;

•

Ability to dedicate sufficient time, energy and attention to the performance of their duties; and

•

Contribution to the range of talent, skill, expertise and individual characteristics of the Board.

Qualifications

Business Characteristics

Strong Personal and Professional Ethics, Integrity and Values

We are committed to maintaining the highest level of integrity and ethics in our dealings with our employees, customers, suppliers, shareholders and the public.

Government Services and Information Technology Experience

We generate approximately 94% of our revenues from the federal government, and service in government or in senior military positions provides perspective into working constructively with our core customers.

Policymaking Experience in Business, Government, Education or Technology

We operate in a complex business environment and senior leaders bring experience in analyzing, shaping and overseeing the execution of important operation and policy issues.

Public Company Board Experience

We are a public company and experience on other public company boards provides insights into board operations, the relationship between the Board, Chairman and CEO and the Board’s oversight responsibilities.

Financial Expertise

Our business involves complex financial transactions and the Board advises and oversees our capital structure, financing and investment activities, financial reporting and internal controls.

Risk Oversight/Management Experience

We face security risks and operational risks that could materially affect our business, and experience understanding and overseeing various risks helps us to develop and implement appropriate policies and procedures designed to manage such risk.

Tenure on Board

Number of

Director Nominees

  More than 10 years

4

  5 – 10 years

6

  Less than 5 years

1

Kenneth Asbury, 63

Director since: 2013

Non-Independent

A proven industry leader, Mr. Asbury has extensive experience in business development, including nearly 30 years leading highly successful systems, solutions, and services expansion programs.

Since February 20, 2013, Mr. Asbury has been the President and Chief Executive Officer of CACI International Inc. From May 2011 until February 2013, he was President and Chief Executive Officer of ASRC Federal Holding Company. As President and Chief Executive Officer of ASRC, Mr. Asbury was responsible for setting the strategic direction of the company’s Federal enterprise and driving growth and development for all of its subsidiaries. In 2011, the company saw an almost 100 percent increase in program capture rate in one year. Prior to that, Mr. Asbury was employed by Lockheed Martin for approximately 27 years where he oversaw Lockheed Martin’s Technical Operations, Mission Services and Civil businesses. As President of the Civil business, Mr. Asbury established five strategic growth campaigns focused on emerging government priorities – healthcare, energy, immigration reform, homeland security, and financial regulatory reform. With this focus, he led the business unit to more than $6 billion in new contract wins, and achieved $3.7 billion in sales in 2009. Mr. Asbury’s tenure for Mission Services also saw increased growth. There, he delivered double-digit sales and achieved a 75 percent new business win rate. The signature new business contracts included a $5 billion project with Special Operations Command and a $1 billion project with NASA. Similarly, Mr. Asbury delivered mission-critical services while overseeing Lockheed’s Technical Operations business. There, he transformed a $500 million internal business into a $1 billion external defense and intelligence operations entity. Under his leadership, the business unit developed, fielded, and operated a new tactical intelligence platform for the Army, the Persistent Threat Detection System. Mr. Asbury served in the U.S. Army Security Agency as a translator/interpreter. He is a graduate of the University of Oklahoma.

Michael A. Daniels, 72

Director since: 2013

Independent

Mr. Daniels brings to the Board extensive executive experience in the technology industry and experience serving as a director of public companies, including software and technology companies.

Mr. Daniels served as Chairman of the Board of Mobile 365, Inc. from May 2005 to November 2006 and served as its Chief Executive Officer from December 2005 to August 2006. Sybase acquired Mobile 365, Inc. in November 2006. Mr. Daniels was a director of Sybase (NYSE), a publicly-traded global enterprise software and services company, from 2007 until its acquisition by SAP in 2010. From December 1986 to May 2004, Mr. Daniels served in a number of senior executive positions at Science Applications International Corporation (SAIC), a publicly-traded scientific, technical, and professional services firm, including Sector Vice President from February 1994 to May 2004. Mr. Daniels served as Chairman and Chief Executive Officer of Network Solutions, Inc. (NASDAQ), an internet company, from March 1995 to June 2000 when Verisign purchased Network Solutions. From 2000 to 2001, Mr. Daniels served as a member of the Board of Directors of Verisign (NASDAQ).  From 1997 to 2003, Mr. Daniels served on the Board of Directors of Telcordia Technologies.  From 2007 to 2009, Mr. Daniels served on the Board of Directors of Luna Innovations.  From 2007 to 2013, Mr. Daniels served as Chairman of GlobalLogic.  Mr. Daniels currently serves as Chairman of Two Six Labs and the Logistics Management Institute, a non-profit consulting firm. He is also on the Board of Directors of Blackberry (NYSE) and Mercury Systems, Inc. (NASDAQ).

James S. Gilmore III, 68

Director since: 2009

Independent

Mr. Gilmore brings to the Board an exceptional history of leadership and distinguished service to the nation and particular knowledge and experience in legal, regulatory and governmental affairs.

Mr. Gilmore was the 68th Governor of the Commonwealth of Virginia, serving in that office from 1998 to 2002. Prior to serving as Governor, Mr. Gilmore was the 38th Attorney General of the Commonwealth of Virginia from 1994 to 1997. He was a partner in the law firm of Kelley Drye & Warren LLP from 2002 to 2008, where he served as the Chair of the firm’s Homeland Security Practice Group and where his practice also focused on corporate, technology, information technology and international matters. In 2003, President George W. Bush appointed Mr. Gilmore to the Air Force Academy Board of Visitors, and he was elected Chairman of the Air Force Board in the fall of 2003. Former Governor Gilmore served as the Chairman of the Republican National Committee from 2001 to 2002. He also served as Chairman of the Congressional Advisory Panel to Assess Domestic Response Capabilities for Terrorism Involving Weapons of Mass Destruction, a national panel established by Congress to assess federal, state and local government capabilities to respond to the consequences of a terrorist attack.  This panel, also known as the “Gilmore Commission,” was influential in developing the Office of Homeland Security. Mr. Gilmore is a graduate of the University of Virginia and the University of Virginia School of Law. He serves as President and CEO of the American Opportunity Foundation, an entity that offers bi-partisan conservative solutions to various domestic and national security challenges.  

William L. Jews, 66

Director since: 2013

Independent

Mr. Jews is a senior business and healthcare executive with over 25 years’ experience leading organizational growth, completing successful mergers and acquisitions, achieving profit goals, and delivering superior customer service.

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. and Group Hospitalization and Medical Services, Inc. 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.  In the past five years, Mr. Jews has also served as a director of Fortress International Group, Inc., the Ryland Group, Inc., and the CalAtlantic Group, Inc.

Gregory G. Johnson, 72

Director since: 2006

Independent

As the former Commander, U.S. Naval Forces Europe and Africa, and Commander in Chief, Allied (NATO) Forces Southern Europe, Admiral Johnson (Retired) brings to the Board valuable insights into the Department of Defense, intelligence and international communities.

Since retiring from the U.S. Navy in 2004, Admiral Johnson founded Snow Ridge Associates, a provider of strategic advice and counsel. During his 36-year naval career, Admiral Johnson rose through the ranks to Four-Star Admiral.  He commanded at every level. He was most recently responsible for naval operations throughout the 91 nations and adjacent seas of the European and African Areas of Responsibility.  He developed substantive policy-level relationships with many of those nations, particularly those with maritime equities. Admiral Johnson’s NATO duties included operational-level command of the peace support operations in Bosnia-Herzegovina and Kosovo, as well as NATO missions in Macedonia, Albania, and other Southeastern European nations. Admiral Johnson oversaw the successful implementation of NATO’s Operation Active Endeavor (Mediterranean maritime intercept operations), assumed command of the NATO Response Force at the Istanbul Summit in June 2004, oversaw NATO’s contributions to the Hellenic Republic of Greece’s security efforts during the 2004 Olympics, and was responsible for the establishment of NATO’s training support mission in Iraq. During his naval career, Admiral Johnson was assigned to several senior policy positions in Washington, most notably serving as the executive assistant to the Chairman, Joint Chiefs of Staff (1992 to 1993) and military assistant, first to the Deputy Secretary of Defense and subsequently to the Secretary of Defense (1997 to 2000). Admiral Johnson is active on numerous non-profit boards and serves in several civic and community organizations and institutions.

Dr. J. P. London, 81

Director since: 1981

Chairman of the Board and Executive Chairman

Under Dr. London’s leadership, CACI has grown from a small professional services consulting firm to a multi-billion dollar international information solutions and services company. CACI became a Fortune 1000 company in 2006.

Dr. London joined CACI in 1972.  He was appointed President and Chief Executive Officer in 1984 and Chairman of the Board in 1990.  On July 1, 2007, Dr. London was appointed Executive Chairman.  In this position, he oversees strategic initiatives to ensure shareholder value, advance client missions, cultivate key client relationships, and monitor major financial transactions, including CACI’s legacy mergers and acquisitions (M&A) program that Dr. London started in 1992.  He is also at the forefront of sustaining CACI’s public image and professional reputation for integrity. Dr. London’s efforts also focus on the evolution and transformation of defense, intelligence, information technology and network communications.  The founder of modern-era CACI, Dr. London is widely recognized in government and business as a leader in the industry.  He has received numerous national awards during his career for his business and civic accomplishments, including the Association of the U.S. Army’s John W. Dixon award for outstanding contributions to America’s defense and the U.S. Navy League’s Fleet Admiral Chester W. Nimitz Award for his exemplary contributions to the enhancement of U.S. maritime strength and national security.  Dr. London was inducted into the Greater Washington Business Hall of Fame in 2010.  In 2011, he was inducted into the Naval Postgraduate School Hall of Fame in Monterrey, California.  In 2012, he was the Hall of Fame Honoree of the Greater Washington Government Contractor Awards.  In 2013, he received the Nathan Hale Award from the Reserve Officers Association of the United States, the Ellis Island Medal of Honor from the National Ethnic Coalition of Organizations,  and was the recipient of the Admiral of the Navy George Dewey Award from the Naval Order of the United States for leadership in the Navy community.  In 2014, Dr. London received the Corporate Leadership Award from TechAmerica and the Semper Fidelis Award, Marine Corps Scholarship Foundation.  In 2016, he received the Lifetime Distinguished Service Award from the Northern Virginia Chamber of Commerce for leadership in helping America’s veterans succeed in business. In 2017, he received the Distinguished Service Award from the Naval Historical Foundation. In 2018, CACI opened the Dr. J.P. (Jack) London Shared Services Center in Oklahoma City, OK in his honor as a visionary business leader and Oklahoma City native. The HR Leadership Award of Greater Washington also presents the annual Dr. J.P. London Award for Promoting Ethical Behavior named in his honor.  Dr. London serves on the boards of the Friends of the National World War II Memorial, the U.S. Navy Memorial Foundation, the Naval Historical Foundation, and CAUSE (Comfort for America’s Uniformed Services), which serves the needs of wounded military personnel returning from Iraq and Afghanistan.  Dr. London is also a member of the National Military Intelligence Association, the Intelligence and National Security Alliance, the Association of the U.S. Army, the Navy League, the Naval Order of the U.S.A., the American Legion, and the Veterans of Foreign Wars.  Dr. London holds a B.S. in Engineering from the United States Naval Academy, a M.S. in Operations Research from the United States Naval Postgraduate School, and a Doctorate in Business Administration conferred “with distinction” from the George Washington University. Dr. London holds the rank of Captain, U.S. Navy (Retired), serving a combined 24 years active and reserve duty as a Naval Aviator and Aeronautical Engineering Duty Officer.

James L. Pavitt, 72

Director since: 2008

Independent

With over 35 years of experience in the intelligence community, Mr. Pavitt brings to the Board expertise in such areas as financial risk assessment, defense, information technology, homeland security, counterintelligence (insider threat) counterterrorism and human intelligence collection.

As the Deputy Director for Operations at the Central Intelligence Agency (CIA), he managed the CIA’s globally deployed personnel and a multi-billion dollar budget for human intelligence collection activities and operations.  Mr. Pavitt, as the head of America’s Clandestine Service, led the CIA’s operational response to the attacks of September 11, 2001.   His career at the CIA was multi-faceted and included creating and leading the CIA’s Counterproliferation Division, an entity created to counter the spread of weapons of mass destruction.  He managed and directed intelligence operations against global proliferation networks and human collection operations against a variety of hard targets. From 1990 to 1993, he served as Special Assistant to President George H.W. Bush for International Intelligence Programs.  He is a two-time recipient of the CIA’s Distinguished Intelligence Medal, the CIA Director’s Medal and the Donovan Award.  From 2004 to 2011, Mr. Pavitt served as a Principal of The Scowcroft Group in Washington, D.C., an international strategic business advisory firm.  He is the President and a Founding

Partner of JLP Associates, LLC, providing strategic risk advisory services to a variety of clients.

Dr. Warren R. Phillips, 77

Director since: 1974

Lead Independent Director

In addition to his experience as a senior-level technology executive, Dr. Phillips brings to the Board considerable expertise in the areas of information technology policy, public sector finance, and the provision of computer services. The Board also benefits from Dr. Phillips’ familiarity with the U.S. intelligence community and his understanding of international business issues. He is also recognized as an NACD Board Leadership Fellow.

Dr. Phillips served as the Chief Financial Officer for the Albanian-Macedonian-Bulgarian Oil Pipeline Corporation, a $1.5 billion crude oil pipeline developer for Caspian oil flows to the west. From February 2008 through 2011, Dr. Phillips served as the Chairman of the Board and Chief Executive Officer of Advanced Blast Protection, Inc., a research, development and manufacturing company that produces conventional and unconventional bullet resistant glass, modular vehicle armor, and specialized armored vehicles for military, law enforcement and civilian use. In November 2009, Advanced Blast Protection, Inc. filed a petition pursuant to Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida.  From 1993 to 2001, Dr. Phillips was Executive Vice Chairman and Chief Financial Officer of Maryland Moscow, Inc., a 501(c)(3) educational and training venture that was involved in over $50 million in financial training to the newly evolving countries of the former Soviet Union. Dr. Phillips provided advice in developing financial systems (bank, stock exchange, pension, insurance, and government) in most of those countries. Between 1974 and 2003, Dr. Phillips was Professor of Government and Politics at the University of Maryland. During that time, he served in a number of administrative positions including Vice President for Academics at UMBC, and Assistant Vice President for Administration for the University System where he managed system-wide information technology, budgeting, and internal audit.

Debora A. Plunkett, 58

Director since: 2018

Independent

Ms. Plunkett has served in senior leadership positions in the National Security Agency (NSA) and brings to the Board more than 30 years of national security experience in critical mission areas, including cyber security and information assurance.

Ms. Plunkett served in positions of increasing responsibility at the NSA since 1984, most recently serving as Director, Information Assurance Directorate from April 2010 to November 2014, Deputy Director of Information Assurance from August 2008 to April 2010 and Senior Advisor to the Director of the United States National Security Agency (NSA) from November 2014 to January 2016. Ms. Plunkett currently serves as an Adjunct Professor at the University of Maryland University College since October 2014, a Senior Fellow at Harvard University’s Belfer Center since July 2017 and as the Principal of Plunkett Associates LLC, a cybersecurity consulting firm, since January 2016. Since February 2017, she has also served as a director of J.C. Penney Company, Inc. Prior to this, she served as Director, Office of Transnational Threats, United States National Security Council at the United States White House from 2000 to 2001.

Charles P. Revoile, 84

Director since: 1993

Independent

As an attorney and former senior-level executive, Mr. Revoile brings to the Board his considerable experience in the governance of publicly-held corporations and in contracting with the United States government. In addition, the Board values Mr. Revoile’s perspective in financial and management disciplines as an active private investor.

From 1985 to 1992, Mr. Revoile served as Senior Vice President, General Counsel, and Secretary of CACI International Inc. From 1971 to 1985, Mr. Revoile was Vice President and General Counsel of Stanwick Corporation. From 1964 to 1971, Mr. Revoile was counsel to the Communications division of Westinghouse Electric Corporation. From 1961 to 1964, he served as legislative counsel to the National Food Processors Association, representing the industry before Congress and the Executive agencies. Currently, Mr. Revoile is a legal and business consultant and an independent investor.

William S. Wallace, 71

Director since: 2009

Independent

General Wallace brings to the Board a 39-year record of military service and experience.

From 2005 to 2008, General Wallace led more than 50,000 soldiers and civilian employees at 33 Army schools.  He was the architect of the Army’s reorganization in continuation of military operations in Iraq and Afghanistan.  He developed the organizational, technical, and warfighting requirements for the Future Combat Systems and other Army modernization efforts. Prior to this, General Wallace was Commanding General of the Army Combined Arms Center from 2003 to 2005, Ft. Leavenworth, Kansas, where he was responsible for the development of new and emerging Army and Joint doctrine, providing the intellectual foundation for military leadership in the 21st century. As Commander of the Fifth U.S. Corps from 2001 to 2003, during the opening campaign of Operation Iraqi Freedom, General Wallace led 140,000 soldiers from Kuwait to Baghdad, and subsequently directed the occupation of Western and Northern Iraq. He served as Commander of the Joint Warfighting Center from 1999 to 2001; Commanding General of the 4th Infantry Division ─ the Army’s first "digitized" division that incorporated new C4ISR technologies ─ from 1997 to 1999; and Commanding General of the National Training Center from 1995 to 1997. General Wallace is a 1969 graduate of the United States Military Academy at West Point.

Executive Officers

Name and Current Position

Previous Experience

John S. Mengucci, 56

 Chief Operating Officer (July 2012 – Present)

Chief Operating Officer for U.S. Operations, February 2012 to June 2012; President, Lockheed Martin Information Systems and Global Solutions - Civil Product Line, 2010-2012; President, Lockheed Martin Information Systems and Global Solutions – Defense 2007-2010.

Thomas A. Mutryn, 64

  Executive Vice President, Chief Financial Officer and Treasurer (April 2007 – Present)

Acting Chief Financial Officer and Treasurer, January 2007 to April 2007; Executive Vice President, Corporate Development, September 2006 to January 2007; GTSI Corp., Senior Vice President, Finance, and Chief Financial Officer, 2003-2006; U.S. Airways, Inc., Senior Vice President, Finance, and Chief Financial Officer, 1998-2002.

DeEtte Gray, 49

  President, U.S. Operations (June 2017 – Present)

President, Intelligence & Security Sector for BAE Systems, Inc., 2012-2017; Vice President, Lockheed Martin Information Systems and Global Solutions - Defense Product Line 2007-2012.

Gregory R. Bradford, 69

  Chief Executive, CACI Limited, and President, U.K. Operations (2000 – Present)

Managing Director, CACI Limited, 1985-2000; President, U.K. Operations, since 1994; Executive Vice President, 1987-1994; Senior Vice President, 1986-1987; Vice President, 1983-1986.

J. William Koegel, Jr., 64

  Executive Vice President, General Counsel & Secretary (March 2014 – Present)

Steptoe & Johnson, 1981-March 2014 (Partner, 1987-March 2014).

Governance Framework

• Amended and Restated Certificate of Incorporation

• Board Committee Charters

• By-laws

• Standards of Ethics and Business Conduct

• Corporate Governance Guidelines

• Directors’ Code of Business Ethics and Conduct

Board of Directors

J.P. London, Executive Chairman

Warren R. Phillips, Lead Independent Director

Independence:

Non-Independent

Independent

Appointment:

Appointed by Board (Annual)

Appointed by independent directors (Annual)

Presides at Meetings:

Board and Shareholder Meetings

Executive sessions of independent directors and Board meetings when Executive Chairman is absent

Authority to Call Meetings:

Board and Shareholder Meetings

Convenes meetings of independent directors as necessary and appropriate

Schedule, Agendas and Materials:

Prepares Board schedules, agendas and materials based on discussion with all directors and management

Works with Executive Chairman in the development and approval of Board schedules, agendas and materials

Liaison:

Between directors and senior management

Between independent directors and the Executive Chairman

Strategic/Governance Responsibilities:

Consults with senior management on strategic direction and key staffing; oversees corporate financial affairs and transactions; monitors all investor relations activities

Reviews and reports on oversight matters and organizes review of the Company’s annual strategic planning cycle

Name

Audit

Compensation

Corporate

Governance

and

Nominating

Culture,

Character,

Integrity &

Ethics

Executive

Investor

Relations

Security

and Risk

Assessment

Strategic

Assessment

Mr. Asbury

Mr. Daniels (I)

Mr. Gilmore (I)

Mr. Jews (I)(A)

Adm. Johnson (I)

Dr. London

Mr. Pavitt (I)

Dr. Phillips (I)

Ms. Plunkett (I)

Mr. Revoile (I)

Gen. Wallace (I)

FY 2018 Meetings

6

7

6

4

—

6

4

4

•

Appointing, evaluating and overseeing the independent auditor;

•

Reviewing and pre-approving audit and non-audit services and related fees for the independent auditor;

•

Discussing the Company’s audited financial statements and quarterly financial statements with management and the independent auditor;

•

Discussing the process for assessing the effectiveness of internal control over financial reporting and reviewing issues as to the adequacy and effectiveness of the Company’s internal control over financial reporting;

•

Reviewing the annual internal audit plan and any significant internal audit findings;

•

Reviewing and approving all related party transactions; and

•

Reviewing legal and regulatory matters that may have a material impact on the Company’s financial statements.

•

Recommending to the Board the compensation arrangements for the Company’s executive officers and directors;

•

Reviewing and approving the compensation, including incentive and equity-based compensation, of the chief executive officer;

•

Approving grants of equity compensation to all eligible individuals in the Company’s service;

•

Reviewing and recommending changes in the Company’s fringe benefit programs;

•

Oversight of the Company’s Affirmative Action and Small, Disadvantaged and Minority Subcontracting activities;

•

Preparing an annual report for inclusion in the Company’s proxy statement; and

•

Overseeing and reporting to the Board on the Company’s policies concerning compensation, employee award and recognition programs, employee benefits, affirmative action, equal opportunity, expense reimbursement and human resources.

•

Recommending to the Board the general criteria and qualifications for membership on the Board;

•

Identifying and selecting individuals to be nominated for election to the Board;

•

Recommending the number of directors to be elected each year (within the bounds established by the Company’s By-laws);

•

Developing and recommending to the Board a set of general corporate governance principles; and periodically reviewing, evaluating, and proposing revisions thereto; and

•

Reviewing policies and practices of the Company and monitoring compliance in areas of corporate governance.

•

Assessing whether the Code of Conduct and the Standards of Ethics and the Company’s other internal ethics policies instill appropriate ethical behavior in the Company’s culture, business practices and employees, and making recommendations to the Board concerning the adoption and amendment of these policies;

•

Reviewing the material risks and liabilities relating to the provisions of the Code of Conduct and the Standards of Ethics and the Company’s other internal ethics policies and ensuring that such risks are managed or mitigated as part of the Company’s risk management program;

•

Reviewing the adequacy and effectiveness of the Company’s engagement and interaction with its stakeholders; and

•

Reviewing any political and/or lobbying activities performed on behalf of the Company.

•

Reviewing the investor relations program on an annual basis and providing suggestions to management;

•

Reviewing policies and procedures with regard to “guidance” provided by the Company to the investment community; and

•

Reviewing the Company’s shareholder profile.

•

Overseeing selected classified and sensitive high-risk work that is unprecedented, unusual, or that may otherwise pose particular risks;

•

Assessing business risks concerning classified and sensitive high-risk work from an operating standpoint;  

•

Monitoring risks to the Company’s security by gauging risks related to threats to the Company’s corporate IT systems, personnel, and facilities as well as business operations and reputation; and

•

Ensuring best practices in the areas of risk management and security regarding classified and sensitive high-risk work.

•

Reviewing, monitoring and evaluating the business environment for the Company and the effectiveness of the Company’s strategy and advising on the Company’s strategic planning process;

•

Reviewing the Company’s mergers and acquisitions strategy, business development strategies and the management of its growth strategy;

•

Reviewing key performance metrics used inside and outside the Company to monitor Company performance and recommending the future use of key performance metrics; and

•

Evaluating the “shareholder value proposition.”

Audit:

Risks related to our tax, accounting, financial reporting systems and processes, and legal and regulatory compliance.

Compensation:

Risks related to our compensation and benefit programs.

Corporate Governance and Nominating:

Risks related to our corporate governance and management.

Culture, Character, Integrity & Ethics:

Risks related to our internal ethics policies.

Investor Relations:

Risks related to capital markets and engagement with our shareholders and the investment community.

Security and Risk Assessment:

Risks related to classified and sensitive high-risk work, supporting defense, intelligence, and international clients, and the performance of personnel, information and industrial security.

Strategic Assessment:

Risks related to our growth initiatives and strategic and operating plans.

Related Party Transactions

Compensation Committee Interlocks and Insider Participation

Principal Shareholders

Beneficial Owner

Amount of Beneficial Ownership of Common Stock

Percent of Common Stock⁽¹⁾

Blackrock, Inc.⁽²⁾

3,174,153

12.83%

The Vanguard Group, Inc.⁽³⁾

2,777,501

11.23%

Dimensional Fund Advisors LP⁽⁴⁾

2,050,503

8.29%

(1)

Based on 24,732,207 shares of common stock outstanding as of September 17, 2018, the record date.

(2)

The number of shares beneficially held by BlackRock, Inc. (BlackRock) is based solely on information in a Schedule 13G/A filed with the SEC by BlackRock on January 19, 2018 on behalf of itself and certain entities under its control. The report states that BlackRock has sole voting power over 3,122,810 shares and sole dispositive power over all shares. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.

(3)

The number of shares beneficially held by The Vanguard Group, Inc. (Vanguard) is based solely on information in a Schedule 13G/A filed with the SEC by Vanguard on February 8, 2018 on behalf of itself and certain entities under its control. The report states that Vanguard has sole dispositive power over 2,749,670 shares, shared dispositive power over 27,831 shares, sole voting power over 26,798 shares and shared voting power over 2,985 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

The number of shares beneficially held by Dimensional Fund Advisors LP (Dimensional) is based solely on information in a Schedule 13G/A filed with the SEC by Dimensional on February 9, 2018 on behalf of itself and certain entities under its control. The report states that Dimensional has sole voting power over 2,004,885 shares and sole dispositive power over all 2,050,503 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

Directors and Management

Beneficial Owner

Amount of Beneficial Ownership of Common Stock⁽¹⁾

Percent of Common Stock⁽²⁾⁽³⁾

J. P. London

84,476

*

Kenneth Asbury

58,700

*

John S. Mengucci

38,774

*

Thomas A. Mutryn

38,250

*

DeEtte Gray

3,037

*

Gregory R. Bradford

49,095

*

J. William Koegel, Jr.

10,935

*

Michael A. Daniels

6,245⁽⁴⁾

*

James S. Gilmore

13,879⁽⁴⁾

*

William L. Jews

6,245⁽⁴⁾

*

Gregory G. Johnson

5,343⁽⁴⁾

*

James L. Pavitt

6,601⁽⁴⁾

*

Warren R. Phillips

6,188⁽⁴⁾

*

Debora A. Plunkett

—

—

Charles P. Revoile

32,159⁽⁴⁾

*

William S. Wallace

9,747⁽⁴⁾

*

All Current Executive Officers and Directors as a Group (16 in number)

374,564

1.51%

(1)

All Restricted Stock Units (RSUs) vesting as of September 17, 2018 or within 60 days after that date are treated as shares of common stock that are beneficially owned.

(2)

Based on 24,732,207 shares of common stock outstanding as of the September 17, 2018 record date.

(3)

The asterisk (*) denotes that the individual holds less than one percent of outstanding common stock. This stock is included in the total percentage of outstanding common stock held by the Executive Officers and Directors as a Group shown above.

(4)

Includes 269 shares obtainable upon vesting of RSUs within 60 days after September 17, 2018.  

Compensation Discussion and Analysis

J.P. London, Executive Chairman and Chairman of the Board

Kenneth Asbury, President and Chief Executive Officer

John S. Mengucci, Chief Operating Officer

Thomas A. Mutryn, Executive Vice President, Chief Financial Officer and Treasurer

DeEtte Gray, President of U.S. Operations

For more than 56 years, we have delivered innovation, expertise, and excellence in support of our customers’ vital national missions to defeat global terrorism, secure the homeland, and improve government services. Through our long-standing customer relationships across the federal marketplace, we have become a trusted provider of high-value solutions and services for our nation’s highest priorities.

We serve intelligence, defense, and federal civilian customers in 12 market areas: Business Systems, Command and Control (C2), Communications, Cyber Security, Enterprise Information Technology (IT), Health, Intelligence Services, Intelligence Systems and Support, Investigation and Litigation Support, Logistics Systems and Services, Space Operations and Resiliency and Surveillance and Reconnaissance. Our solutions and services in all of these markets deliver the quality and efficiency customers require to advance their capabilities and complete their missions.

Our Mission

CACI’s mission is to be a leader in providing the information solutions and services America needs to defeat global terrorism, secure our homeland and improve government services. We are ever vigilant in aligning our solutions with the nation’s highest priorities.

~$4.47 billion annual revenue

Fortune 1000 Largest Companies in America

Consistently recognized as a top employer of veterans;

Veterans represent ~35% of our workforce

A Fortune World’s Most Admired Company in IT Services

Approximately 19,800 employees;

~65% with security clearances

Character-based culture of ethics, integrity, and operational excellence

OUR GROWTH STRATEGY

WINNING NEW BUSINESS

•     Market aligned, focused on government’s high-priority missions

•     Optimizing business development

•     Bidding selectively and winning larger contracts

•     Increasing solutions and fixed price content

DRIVING OPERATIONAL EXCELLENCE

•     Credentialing value delivery systems

•     Efficient, effective, ethical program management

DEPLOYING CAPITAL IN SUPPORT OF FUTURE GROWTH

•     M&A is our first priority for capital deployment

•     Add capability and customers to accelerate growth

•     Deliver long-term shareholder value

DECISION SUPPORT

As the Compensation Committee made its fiscal year 2018 compensation decisions, it considered that 99% of the votes cast on the Company’s fiscal year 2017 executive compensation program (the “Say on Pay” proposal) were voted in favor of the “Say on Pay” proposal at the Company’s 2017 Annual Meeting. This continued the strong support as shown in 2016’s 99% approval rate. The Company also actively engages with our shareholders to understand our shareholders’ views towards the programs and reviews comments from shareholder advisory services.

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 20% of our executives’ target TDC.

At Risk

Annual Incentives

•   Cash bonus plan that rewards NEOs for achieving quarterly and annual performance objectives based on EPS, NATP, Total CACI Revenue and Direct Labor, calculated as described below.

Long-Term Incentives

•   Performance-based Restricted Stock Units (“PRSUs”) earned based on achievement of a minimum one-year EPS threshold, adjusted for annual changes in stock price over a three-year period, and vesting on the third and fourth grant anniversaries.

•  Cash-based long-term incentive plan (“LTIP”) provides value to the executive only to the extent NATP and revenue significantly outperformed plan over a three-year period.

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.

Fiscal Year of Grant

Performance

Average Annual Incentive Payouts (Cash)

Long-Term

Incentives (Equity)

Long-Term

Incentives (Cash)

2018

NATP > Target

Total CACI Revenue > Target

EPS > Target

Direct Labor > Target

1-Year Average Stock Price +43%

222% of Target

143% PRSUs Earned Through Completion of First Year of Measurement

30% Earned Through Completion of First Year of Measurement

2017

NATP > Target

Total CACI Revenue < Target

EPS = Target

U.S. Operations Organic Revenue > Target

1-Year Average Stock Price +34%

2-Year Average Stock Price +91%

124% of Target

163% PRSUs Earned Through Completion of Second Year of Measurement

30% Earned Through Completion of Second Year of Measurement

2016

NATP > Target

Revenue > Target

EPS > Target

ROIC < Target

New Business Awards < Threshold

UK NATP > Target

1-Year Average Stock Price +18%

2-Year Average Stock Price +58%

3-Year Average Stock Price +126%

111% of Target

167% PRSUs Earned Through Completion of Third Year of Measurement

70% Earned

What We Do

What We Don’t Do

✓   ~80% of NEO Compensation “At-Risk”

✘   No Excessive Perquisites

✓   100% of Equity Compensation Performance-Based

✘   No Repricings

✓   Rigorous Stock Ownership Guidelines

✘   No Tax Gross-ups Approved Since 2007

✓   Clawback Policy

✘   No Automatic Single Trigger

Equity Vesting on Change of Control

✓   Extended Service-Based Vesting on PRSUs

The Decision Makers

The Compensation Committee, composed solely of independent directors, is responsible for our executive officer compensation decisions. The Compensation Committee works very closely with its independent consultant and management to examine pay and performance matters during the year. The Compensation Committee held seven meetings over the course of fiscal year 2018, and all four quarterly meetings either ended or started with executive sessions without management present. The Compensation Committee’s charter may be accessed through the “Corporate Governance” link found on our website at http://investor.caci.com/corporate_governance.

Compensation Committee’s Independent Compensation Consultant

The Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. With respect to fiscal year 2018, the compensation consultant 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.

FW Cook 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 FW Cook pursuant to SEC rules and concluded that its work for the Compensation Committee did not raise any conflicts of interest.

Making Decisions

The Compensation Committee has both a strategic and administrative role in managing the compensation structure of the Company, with an emphasis on compensation of top management.  Strategically, the Compensation Committee considers how the achievement of the overall goals and objectives of the Company can be aided through

adoption of an appropriate compensation philosophy and effective program elements.

Administratively, the Compensation Committee reviews compensation paid, salary progressions, incentive compensation allocations, benefits and perquisites provided to all employees, and equity awards granted under all shareholder-approved plans.

The Compensation Committee is responsible for setting the compensation, including incentive and equity-based compensation, of the Company’s executive officers, including NEOs.

The Committee reviews corporate performance each quarter, and assesses progress for each goal in the annual incentive program and active long-term incentive programs from current and prior fiscal years. The Committee uses a performance assessment framework to make CEO compensation decisions. For the other NEOs, the Committee, with input from the CEO, reviews (1) business unit/staff group performance against the objectives set for the fiscal year, and (2) each NEO’s Leadership Assessment based on individual performance with regard to key leadership attributes. The Committee evaluates each NEO’s relative compensation and changes in responsibilities, and considers current pay practices for comparable positions at peer companies. The Committee also considers the CEO’s recommendations, succession planning, retention, and advice of its independent compensation consultant. Finally, before making pay decisions, the Committee reviews the pay mix to ensure that it is competitively positioned and performance-based. The Committee also discusses other information relevant to executive compensation, such as trends, regulatory updates, and shareholder feedback.

Q4 FY2017 | ending 6/30/2017

•     Finalized fiscal year 2018 compensation program design

•     Finalized metrics and goals for the fiscal year 2018 annual incentive plan

•     Set total target direct compensation for the NEOs

Q1 FY2018 | ending 9/30/2017

•     Set the metrics and goals for the PRSUs and LTIP

•     Certified PRSU performance for completed measurement periods

DETERMINE TDC TARGETS FOR THE NEOs

At the end of fiscal year 2017, the Compensation Committee determined fiscal year 2018 TDC targets for the CEO and each of the other NEOs employed at the time based on the following process:

•     Leadership Evaluation: The Compensation Committee uses a performance assessment framework to make CEO compensation decisions. For the other NEOs, the Compensation Committee, with input from the CEO, reviews (1) business unit/staff group performance against the objectives set in fiscal year 2017, and (2) each NEO’s Leadership Assessment based on individual performance with regard to key leadership attributes.

•     Risk-Balancing and Performance: In evaluating the performance of the NEOs, the Compensation Committee seeks to understand what was accomplished relative to established objectives, how it was accomplished, the quality of financial results and the Company’s strategic positioning for future competitive advantage.

•     Market Practices: The Compensation Committee evaluates each NEO’s relative compensation and changes in responsibilities, and considers current pay practices for comparable positions at peer companies.

•     Independent Consultant Recommendation: The Compensation Committee receives input from its independent compensation consultant.

•     Other Factors: For the other NEOs, the Compensation Committee also considers the CEO’s recommendations, succession planning and retention. Finally, before making pay decisions, the Compensation Committee reviews the pay mix to ensure that it is competitively positioned and performance-based.

PROGRAM DESIGN AND GOAL SETTING

At the end of fiscal year 2017, the Compensation Committee also finalized the fiscal year 2018 annual incentive plan. Early in fiscal year 2018, they also reviewed and approved the metrics and goals for the PRSUs and LTIP.

Q2, Q3, and Q4 FY2018 | ending 12/31/2017, 3/31/2018 and 6/30/2018

•     Reviewed the Company’s performance and assess progress toward objectives

•     Assessed progress toward NEO objectives

•     Discussed potential program changes considering feedback from shareholders, regulatory guidance, and external trends

REVIEW OF PROGRESS AGAINST GOALS

The Compensation Committee reviews corporate performance each quarter, and assesses progress against each of the incentive plan’s goals.  The Compensation Committee also discusses other information relevant to executive compensation, such as trends, regulatory updates, and shareholder feedback.

Q1 FY2019 | ending 9/30/2018

•     Evaluate and discuss NEO performance

Determine payouts for the NEOs based on achievement of the performance metrics for the annual incentive plan, PRSUs and LTIP

FINAL EVALUATION OF FISCAL YEAR 2018 GOALS

At the conclusion of fiscal year 2018, the Compensation Committee reviewed and approved the payouts for the annual incentive plan, PRSU plan and LTIP plan.

Acxiom Corporation

Alliance Data Systems Corporation

Booz Allen Hamilton Holding Corporation

Broadridge Financial Solutions, Inc.

Cognizant Technology Solutions Corporation

Convergys Corporation

CSRA Inc.

Fidelity National Information Services, Inc.

Fiserv, Inc.

Harris Corporation

Leidos Holdings, Inc.

ManTech International Corporation

MAXIMUS, Inc.

Science Applications International Corporation

Sykes Enterprises, Inc.

Tetra Tech, Inc.

Unisys Corporation

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.

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.

Component

Average Percentage of TDC¹

Role

Fixed

Base Salary

20%

• To provide a stable, reliable monthly income

• Set at levels that should generally comprise a low percentage of total target compensation

At Risk

Annual Incentive Compensation

22%

• To reward the achievement of quarterly and annual financial goals

• Links compensation to short-term performance since award amounts are determined after each quarter and the fiscal year based on actual results

• Time horizon: 1 year

Performance-Based Restricted Stock Units

47%

• Aligns executive interests with those of shareholders as potential value of awards increases or decreases with stock price

• Retains executive officers through multi-year vesting

• Time horizon: 4 years

Cash-based Long-Term Incentive Plan (LTIP) Awards

11%

• To reward achievement of longer-term high growth goals over a three-year performance period

• To retain executives through three-year performance period

• Time horizon: 3 years

¹ 

Percentages are based on the target amounts for the individual components described in the “Fiscal Year 2018 Base Salaries,” “Fiscal Year 2018 Annual Incentives,” and “Fiscal Year 2018 Long-Term Incentives” sections below.

Other

Management Stock Purchase Program

N/A

• Aligns executive interests with those of shareholders

• Helps executives to meet their mandated stock ownership requirements

Other Compensation

N/A

• To allow executive officers to participate in other employee benefit plans

• To provide select supplemental benefits that are competitive within the industry

• To provide opportunity for deferring income taxes on a portion of annual income

Name

FY2017

Base Salary ($)

FY2018

Base Salary ($)

Percentage Change

J.P. London

630,400

652,500

3.5%

 Kenneth Asbury

893,100

924,500

3.5%

 John S. Mengucci

608,800

630,100

3.5%

 Thomas A. Mutryn

516,100

534,200

3.5%

 DeEtte Gray

550,000

550,000

—

Name

FY2017

Target Annual Incentive ($)

FY2018 Target Annual Incentive ($)

FY2018 Percentage of Base Salary

Percentage Change

J.P. London

527,500

552,500

85%

4.7%

 Kenneth Asbury

1,275,000

1,335,000

144%

4.7%

 John S. Mengucci

900,000

942,000

150%

4.7%

 Thomas A. Mutryn

500,000

520,000

97%

4.0%

DeEtte Gray

N/A

650,000

118%

N/A

Component

Determination

Annual

Established at the beginning of the fiscal year and may be modified by the Compensation Committee during the fiscal year due to changes in business conditions (e.g., acquisitions, major corporate events, etc.). During fiscal year 2018, no modifications were made.

Quarterly

Established at the beginning of the fiscal year and reviewed at the beginning of each quarter, with each quarter representing 10% of the annual incentive program for each NEO.

Performance Metric

Purpose

NATP

NATP is the primary indicator of our performance that is controlled by us and is used as the primary incentive metric to ensure our executives’ focus on overall profitability.  

EPS

EPS is a measure of profitability that is commonly used by our shareholders in evaluating our performance.

Performance Metric

Purpose

CACI Total Revenue

Revenue is our primary measure of growth which requires expansion of current business and the capture of new business. To incent organic growth, the Committee decided to evaluate whether to include acquired revenue in the measurement of this metric after the completion of each acquisition. For fiscal year 2018, CACI Total Revenue was computed in accordance with GAAP and included revenue from all acquisitions.

CACI Direct Labor

Direct labor is a measure of the amount of work performed by employees, as opposed to costs from other sources. It is also a measure of the quality of revenue, as increased direct labor can lead to organic growth and margin improvement.

Annual

Quarterly

Metrics

Weight

Metrics

Weight

EPS

50%

NATP

50%

CACI Total Revenue

30%

CACI Total Revenue

30%

CACI Direct Labor

20%

CACI Direct Labor

20%

2018 Changes

For fiscal year 2018, the Compensation Committee replaced US Operations Organic Revenue with CACI Direct Labor as a metric in the annual incentive program. US Operations Organic Revenue was defined as revenue generated only from the Company’s US-based operations and excluded all revenue from US-based acquisitions through the second anniversary of such acquisition, as a growth incentive. The Committee determined that direct labor provided incentive to grow organically via the hiring of new employees, while also incenting margin expansion. Further, as the fiscal year 2018 revenue plan included organic growth, it was determined there was not a need to have a separate organic revenue metric.

Annual Metrics

Target

Actual

Result

NATP

$173.4

$197.9

Above Stretch

EPS

$6.86

$7.84

Above Stretch

CACI Total Revenue

$4,419

$4,468

Between Target and Stretch

CACI Direct Labor

$1,344

$1,333

Between Cut and Target

CACI NATP ($)

CACI Total Revenue ($)

CACI Direct Labor ($)

Q1

Target

34.4

1,083

334.2

Actual

42.0

1,086

321.6

Result

Above Stretch

Between Target and Stretch

Between Cut and Target

Q2

Target

39.2

1,107

332.8

Actual

50.5

1,088

321.6

Result

Above Stretch

Between Cut and Target

Between Cut and Target

Q3

Target

46.7

1,098

331.6

Actual

58.8

1,124

341.1

Result

Above Stretch

Between Target and Stretch

Between Target and Stretch

Q4

Target

53.2

1,131

343.0

Actual

46.5

1,170

349.2

Result

Below Cut

Between Target and Stretch

Between Target and Stretch

Name

Total Target Annual Incentive ($)

Total Earned Annual Incentive ($)

Payout as a

Percentage of Target

J.P. London

552,500

1,381,250

250%

 Kenneth Asbury

1,335,000

2,529,666

189%

 John S. Mengucci

942,000

1,824,317

194%

 Thomas A. Mutryn

520,000

1,300,000

250%

DeEtte Gray

650,000

1,462,176

225%

Grant: 3,000 Shares

(all earned amounts assume 10% annual stock price growth)

One-Year Trigger

1^st Grant

Anniversary

2^nd Grant Anniversary

3^rd Grant Anniversary

4^th Grant Anniversary

EPS Target Achieved

1,100 Earned

1,200 Earned

1,300 Earned

1,800 Vest

1,800 Vest

EPS Target Not Achieved

N/A

N/A

N/A

N/A

Name

2017 Target Equity Value ($)

2018 Target

Equity Value ($)

Percentage Change

J.P. London

935,000

1,100,000

17.7%

 Kenneth Asbury

3,300,000

3,505,000

6.2%

 John S. Mengucci

1,450,000

1,500,000

3.4%

 Thomas A. Mutryn

1,100,000

1,100,000

—

DeEtte Gray

N/A

900,000

N/A

The Compensation Committee has sole discretion in selecting participants in the LTIP, with participation intended to be limited to people most directly able to impact the achievement of the metrics in the line, business development, and key staff organizations. Among the NEOs, Mr. Mengucci, Mr. Mutryn and Ms. Gray participated in the LTIP for fiscal year 2018.

Name

Target Aggregate

3-Year LTIP Value ($)

 John S. Mengucci

2,826,000

 Thomas A. Mutryn

1,560,000

DeEtte Gray

1,950,000

Metric

2016-2018 LTIP:

Metric Weights

2016 LTIP:

FY18 Period Target ($)

2017 LTIP:

FY18 Period Target ($)

2018 LTIP:

FY18 Period Target ($)

NATP

90%

190.1

189.0

190.8

Revenue

10%

3,998

4,569

4,861

Metric

FY18 Results ($)

2016 LTIP

FY18 Period Payout:

2017 LTIP

FY18 Period Payout:

2018 LTIP

FY18 Period Payout:

NATP

197.9

90%

90%

90%

Revenue

4,468

10%

—

—

RSU Grants:

Grant recipients over age 62 as of July 1, 2008 (“grandfathered employees”) who retire at or above age 65 vest in all RSUs upon retirement unless the RSUs are still in the first year of their measurement period, in which case they are forfeited upon retirement. Non-grandfathered executives who retire at age 62 or older vest in a prorated portion of the RSUs based upon their number of months of service after the grant date divided by the full vesting timeframe; the numbers of RSUs received are still subject to the results of the performance conditions. A grantee

terminated without cause is entitled to the same treatment as a non-grandfathered executive retiring at age 62 or older. Dr. London is the only grandfathered executive among the NEOs.

LTIP:

In the event of a change in control during the three-year performance period, participants will receive payment for bonuses earned for completed fiscal years as well as for the annual bonus potential for the current fiscal year at the time the change in control event is legally consummated and binding (subject to IRS regulations or other laws/regulations).

Name

Full Share Requirement

Multiple of Salary

Requirement as of July 1, 2018

J.P. London

36,300

7x

36,300

 Kenneth Asbury

58,700

8x

58,700

 John S. Mengucci

35,100

7x

16,951

 Thomas A. Mutryn

29,700

7x

29,700

DeEtte Gray

31,700

7x

—

•

the Board and the Compensation Committee exercise close oversight over the performance measures utilized by the Annual Incentive Plan and the Long-Term Incentive Plan, 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 while also supporting the goals established for the long-term incentive plan;

•

the balance of total compensation is more heavily weighted to long-term incentives, and increasing the 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.

Compensation Committee Report

Executive Compensation Tables

Name and Principal Position

Year

Salary⁽¹⁾

($)

Bonus⁽²⁾
($)

Stock
Awards⁽³⁾
($)

Non-Equity
Incentive Plan
Compensation⁽⁴⁾
($)

All Other
Compensation⁽⁵⁾
($)

Total
($)

J.P. London

Chairman of the Board and

Executive Chairman

2018

650,658

—

1,099,351

1,381,250

254,135

3,385,394

2017

627,333

—

934,788

726,045

200,161

2,488,327

2016

609,000

—

899,796

566,465

182,583

2,257,844

Kenneth Asbury

President and Chief Executive Officer

2018

921,883

—

3,504,468

2,529,694

165,719

7,121,764

2017

888,750

—

3,299,461

1,511,841

129,990

5,830,042

2016

862,750

—

—

1,187,215

102,194

2,152,159

John S. Mengucci

Chief Operating Officer

2018

628,325

—

6,499,953

4,327,137

178,649

11,634,064

2017

605,933

—

1,449,924

1,999,747

128,969

4,184,473

2016

583,250

—

1,400,025

843,503

135,261

2,962,039

Thomas A. Mutryn

Executive Vice President,

Chief Financial Officer and Treasurer

2018

532,692

—

1,099,351

2,658,000

158,817

4,448,860

2017

513,583

—

1,099,820

1,130,578

124,199

2,868,180

2016

496,750

—

1,100,349

499,047

114,475

2,210,621

DeEtte Gray

2018

550,000

—

900,581

2,047,200

56,755

3,554,536

President of U.S. Operations

2017

45,833

250,000

1,700,078

—

—

1,995,911

(1)

Amounts reported in the Salary column represent base salary earned in fiscal years 2018, 2017, or 2016.

(2)

The Company made a $250,000 sign-on bonus to Ms. Gray in fiscal year 2017. The Company did not make any other non-performance based bonus payments to any NEOs in fiscal years 2018, 2017, or 2016.

(3)

The amounts reported in the Stock Awards column represent the aggregate grant date fair value of each restricted stock unit granted during such year, as computed in accordance with ASC 718. See Note 21 of the Company’s audited financial statements for the fiscal year ended June 30, 2018, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 20, 2018. RSUs awarded to all NEOs were in the form of performance-based RSUs (PRSUs). The grant date fair value of Mr. Mengucci’s November 28, 2017 grant was equal to the closing stock price on that day ($129.85). The grant date fair value of all other PRSU awards was calculated using the Monte Carlo simulation method. Mr. Mengucci’s November 28, 2017 grant is based on the Company’s EPS performance in the year ending June 30, 2019. All other PRSUs granted are based on the Company’s performance during the year ended June 30, 2018 and the Company’s average stock price for the 90-day period ended September 15, 2018 as compared to the Company’s average stock price for the 90-day period ended September 15, 2017. The award is currently at 143% of the target award; if we achieve maximum performance conditions for this grant (200% of the target amount of PRSUs due to growth in the Company’s stock price), then the cash value of the resulting awards would be 332% of the amounts shown in the table. Based on the Company’s performance during the year ended June 30, 2017 and the Company’s average stock price for the 90-day period ended September 30, 2018 and September 30, 2017 as compared to the Company’s average stock price for the 90 day period ended September 30, 2016, the award is currently at 163% of the target award; if we achieve maximum performance conditions for this grant (200% of the target amount of PRSUs due to growth in the Company’s stock price), then the cash value of the resulting awards would be 328% of the amounts shown in the table. Based on the Company’s performance during the year ended June 30, 2016 and the Company’s average stock price for the 90-day period ended September 18, 2018, September 18, 2017 and September 18, 2016 as compared to the Company’s average stock price for the 90-day period ended September 18, 2015, the PRSUs granted in fiscal year 2016 resulted in 167% of the target award level.

(4)

Amounts reported in the Non-Equity Incentive Plan Compensation column represent performance-based incentive compensation earned in fiscal years 2018, 2017, or 2016.  Mr. Mengucci’s, Mr. Mutryn’s and Ms. Gray’s Non-Equity Incentive Plan Compensation includes amounts earned under the LTIP that will be paid in fiscal years 2019 and 2020. For more information regarding these awards and the amounts thereof, see “Compensation Discussion and Analysis – Fiscal Year 2018 Annual Incentives” and “- Fiscal Year 2018 Long-Term Incentives – Long Term Incentive Plan (LTIP)(Cash).”

(5)

The table below describes the elements included in All Other Compensation:

Name

Non-Qualified
Deferred
Compensation
Contribution^(a)

($)

Vacation
Sold Back
to
Company^(b)

($)

Long-Term
Care
Premiums^(c)

($)

401(k)
Match^(d)

($)

MSPP
Discount^(e)

($)

Perquisites^(f)

($)

Dr. London

78,464

74,875

11,923

8,100

—

80,773

Mr. Asbury

129,368

—

4,165

8,100

—

24,086

Mr. Mengucci

91,554

54,247

2,288

8,100

—

22,460

Mr. Mutryn

62,062

61,402

3,379

8,100

—

23,874

Ms. Gray

46,058

—

  —

  8,100

—

2,597

(a)

Represents the Company’s contribution, net of forfeitures, of 5% of 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)

Represents a 50% Company match of the first 6% of contributions by the executive officer under the Company’s 401(k) plan (401(k) Match).

(e)

Represents the value of the discount on the stock price at the grant date (15% for fiscal year 2018) for purchases under the Company’s Management Stock Purchase Plan.

(f)

For Dr. London, includes a perquisite allowance of $25,000, tax and investment services of $19,460 and automobile expenses of $36,313;

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

Name

Grant
Date

Threshold

($)⁽³⁾

Target

($)

Maximum

($)

Threshold

(#)⁽³⁾

Target

(#)

Maximum

(#)

and
Option
Awards
($)⁽⁴⁾

Dr. London

     Bonus

N/A

152,000

552,500

1,381,250

—

—

—

—

—

     Performance RSUs

9/15/2017

—

—

—

—

7,190

14,380

—

1,099,351

Mr. Asbury

     Bonus

N/A

367,000

1,335,000

3,337,500

—

—

—

—

—

     Performance RSUs

9/15/2017

—

—

—

—

22,920

45,840

—

3,504,468

Mr. Mengucci

     Bonus

N/A

259,000

942,000

2,355,000  

—

—

—

—

—

     LTIP

N/A

—

2,826,000

2,826,000

—

     Performance RSUs

9/15/2017

—

—

—

—

9,810

19,620

—

1,499,949

     Performance RSUs

11/28/2017

—

—

—

—

38,506

38,506

—

5,000,004

Mr. Mutryn

     Bonus

N/A

143,000

520,000

1,300,000

—

—

—

—

—

     LTIP

N/A

—

1,560,000

1,560,000

—

—

—

—

—

     Performance RSUs

9/15/2017

—

—

—

—

7,190

14,380

—

1,099,351

Ms. Gray⁽⁵⁾

     Bonus

N/A

178,750

650,000

1,625,000

—

—

—

—

—

     LTIP

N/A

—

1,950,000

1,950,000

—

—

—

—

—

     Performance RSUs

9/15/2017

—

—

—

—

5,890

11,780

—

900,581

(1)

These amounts represent potential payouts under the 2018 annual incentive plan and 2018 LTIP.  With respect to the 2018 annual incentive plan, for performance above Stretch, NEOs are entitled to additional bonus payouts calculated as a percentage of the Company’s NATP above Stretch, up to a cap of 250% of the Target amount.  Actual payouts earned are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)

These amounts represent PRSU grants to NEOs in fiscal year 2018.  

(3)

There are no threshold performance levels under the 2018 LTIP or for the PRSU grants to the NEOs in fiscal year 2018, as described in the Compensation Discussion and Analysis.

(4)

Amounts represent the grant date fair value of the stock awards granted to the named executive officer during fiscal year 2018 determined pursuant to ASC 718.

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
($)

Dr. London

9/23/2014

7,463

⁽²⁾

1,257,889

—

—

9/18/2015

19,602

⁽³⁾

1,973,721

—

—

9/30/2016

11,238

⁽⁴⁾

1,336,602

2,644

445,646

9/15/2017

8,220

⁽⁵⁾

1,211,875

4,794

808,029

Mr. Asbury

9/30/2016

39,665

⁽⁴⁾

4,717,715

9,330

1,572,572

9/15/2017

26,204

⁽⁵⁾

3,863,166

15,280

2,575,444

Mr. Mengucci

2/27/2012

6,652

⁽⁶⁾

1,121,195

—

—

9/23/2014

10,541

⁽²⁾

1,776,686

—

—

9/18/2015

30,498

⁽³⁾

3,070,981

—

—

9/30/2016

17,431

⁽⁴⁾

2,073,165

4,100

691,055

9/15/2017

11,216]

⁽⁵⁾

1,653,476

6,540

1,102,317

11/28/2017

38,506

⁽⁸⁾

6,490,186

—

—

Mr. Mutryn

9/23/2014

9,663

⁽²⁾

1,628,699

—

—

9/18/2015

23,970

⁽³⁾

2,413,636

—

—

9/30/2016

13,222

⁽⁴⁾

1,572,572

3,110

524,191

9/15/2017

8,220

⁽⁵⁾

1,211,875

4,794

808,029

Ms. Gray

6/5/2017

9,159

⁽⁷⁾

1,543,749

—

—

9/15/2017

6,734

⁽⁵⁾

992,760

3,927

661,896

(1)

Based on the $168.55 closing price of the Company’s stock on June 29, 2018.

(2)

Stock awards granted on September 23, 2014 contain performance conditions whereby the number of units vesting depended upon the Company’s financial performance for the year ended June 30, 2015 and the Company’s average stock price for the 90-day periods ended September 23, 2015, September 23, 2016, and September 23, 2017 as compared to the 90-day period ended September 23, 2014. The amounts in this column reflect the actual number of shares earned that vested on September 1, 2018.

(3)

Stock awards granted on September 18, 2015 contain performance conditions whereby the number of units vesting depended upon the Company’s financial performance for the year ended June 30, 2016 and the Company’s stock price for the 90-day periods ended September 18, 2016, September 18, 2017, and September 18, 2018 as compared to the 90-day period ended September 18, 2015.  The amounts in this column reflect the actual number of shares earned through September 18, 2018.  The stock awards vest as follows: 50% on September 18, 2018 and 50% on September 18, 2019.

(4)

Stock awards granted on September 30, 2016 contain performance conditions whereby the number of units vesting depended upon the Company’s financial performance for the year ended June 30, 2017 and the Company’s stock price for the 90-day periods ended September 30, 2017, September 30, 2018, and September 30, 2019 as compared to the 90-day period ended September 30, 2016.  The amounts in this column reflect the actual number of shares earned through September 30, 2018; the actual number of shares earned will be determined after September 30, 2019.  The stock awards vest as follows:  50% on October 1, 2019 and 50% on October 1, 2020.

(5)

Stock awards granted on September 15, 2017 contain performance conditions whereby the number of units vesting depends upon the Company’s financial performance for the year ended June 30, 2018 and the Company’s stock price for the 90-day periods ended September 15, 2018, September 15, 2019, and September 15, 2020 as compared to the 90-day period ended September 15, 2017.  The amounts in this column reflect the actual number of shares earned through September 15, 2018; the actual number of shares earned will be determined after September 15, 2020.    The stock awards vest as follows:  50% on October 1, 2020 and 50% on October 1, 2021.

(6)

Stock awards granted on February 27, 2012 that had not vested as of June 30, 2018 vest as follows:  1,663 shares on February 26, 2019; 1,663 shares on February 26, 2020; 1,663 shares on February 26, 2021; and 1,663 shares on February 26, 2022.

(7)

Stock awards granted on June 5, 2017 that had not vested as of June 30, 2018 vest as follows: 4,579 shares on June 5, 2019 and 4,580 shares on June 5, 2020.

(8)

Stock awards granted on November 28, 2017 contain performance conditions whereby the number of units vesting depends upon the Company’s financial performance for the year ended June 30, 2019. If the performance conditions are achieved, the stock awards vest as follows: 12,835 shares on November 28, 2019; 12,835 shares on November 28, 2020; and 12,836 shares on November 28, 2021.

Stock Awards

Name

Number
of Shares
Acquired on
Vesting (#)

Value
Realized on
Vesting ($)⁽¹⁾

Dr. London

13,208

1,775,397

Mr. Asbury

100,000

14,910,000

Mr. Mengucci

23,543

3,184,982

Mr. Mutryn

21,138

2,829,438

Ms. Gray

4,579

772,019

(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.

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⁾

Dr. London

7,679

78,464

499,695

—

7,804,981

Mr. Asbury

19,137

129,368

(4,036)

—

450,057

Mr. Mengucci

137,421

91,554

8,432

—

607,074

Mr. Mutryn

95,379

62,062

64,407

—

1,175,122

Ms. Gray

269,926

46,058

(4,386)

—

311,598

(1)

Executive contributions are included in the Salary, Bonus, and Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

(2)

Company contributions are included in the All Other Compensation column of the Summary Compensation Table.

(3)

No 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 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: (i) Dr. London, $1,534,147 and $928,416; (II) Mr. Asbury, $30,453 and $264,563; (iii) Mr. Mengucci, $192,569 and $163,513; (iv) Mr. Mutryn, $391,432 and $338,739.

London

Asbury

Mutryn

Mengucci

Salary Multiple: Termination for Good Reason or Involuntary Termination Without Cause

1.5x

2x

1x

1x

Salary Multiple: Upon Change in Control and Termination for Good Reason (or, in the case of Dr. London, any reason) or Involuntary Termination Without Cause

3x

2x

2x

2x

Bonus Multiple: Upon Change in Control and Termination for Good Reason or Involuntary Termination Without Cause (average annual payment for last five years)

2x

2x

1.5x

1.5x

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

Unvested

Equity

Awards

($)⁽⁵⁾

Value of

280G Excise

Tax Partial

Protection

($)⁽⁶⁾

Total ($)

Separation Payment in event of Termination without “Good Reason” or Retirement not in connection with a Change in Control

Dr. London

—

204,104

6,342,803

1,462,178

6,198,426

N/A

14,207,511

Mr. Asbury

—

—

70,962

379,095

4,283,193

N/A

4,733,250

Mr. Mengucci

—

—

337,328

269,746

—

N/A

607,074

Mr. Mutryn

—

—

755,319

419,803

5,514,450

N/A

6,689,572

Ms. Gray

—

—

266,179

—

—

N/A

266,179

Separation Payment in event of Termination for “Good Reason” or Without Cause by Company not in connection with a Change in Control