CACI INTERNATIONAL INC /DE/, DEF 14A filed on 9/6/2024
Proxy Statement (definitive)
v3.24.2.u1
Cover
 12 Months Ended
Jun. 30, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CACI INTERNATIONAL INC
Entity Central Index Key 0000016058
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Fiscal Year
Summary Compensation Table Total for PEO(1)
($)
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)
($)
202415,056,67623,809,0393,287,4625,257,933198.33149.59419.97,659.8
202310,524,80115,532,1262,674,2834,222,816157.16124.23384.76,702.5
20228,363,31710,873,5503,771,8454,233,452129.92120.45366.86,202.9
202112,085,89014,891,6393,279,9183,879,914117.63133.19457.46,044.1
      
Company Selected Measure Name Revenue      
Named Executive Officers, Footnote Mr. Mengucci is included as the Principal Executive Officer (PEO), CEO, for fiscal years 2024, 2023, 2022 and 2021.Messrs. MacLauchlan, Probert, Koegel and Mutryn and Ms. Gray are included in the non-PEO NEO averages for 2023. Messrs. Mutryn, Probert and 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.      
Peer Group Issuers, Footnote 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.      
PEO Total Compensation Amount $ 15,056,676 $ 10,524,801 $ 8,363,317 $ 12,085,890
PEO Actually Paid Compensation Amount $ 23,809,039 15,532,126 10,873,550 14,891,639
Adjustment To PEO Compensation, Footnote
Fiscal Year
Summary Compensation Table Total
($)
Annual Stock Award
($)
Change in Pension Value
($)
Pension Service Cost
($)
Equity Value
($)
Compensation Actually Paid
($)
PEO
202415,056,676(10,500,017)(2,260)—19,254,64123,809,039
202310,524,801(6,700,105)(640,202)440,40611,907,22615,532,126
20228,363,317(5,500,180)(380,561)1,093,7247,297,25010,873,550
202112,085,890(5,744,061)(1,043,727)1,112,5338,481,00414,891,639
Average of Non-PEO NEOs
20243,287,462(1,625,137)——3,595,6085,257,933
20232,674,283(1,512,648)——2,659,1244,222,816
20223,771,845(2,525,230)——2,986,8384,233,452
20213,279,918(1,216,116)——1,816,1123,879,914
The amounts deducted or added in calculating the Equity Values are included in the table below. In 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.

 
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
202414,386,5585,063,956—(195,873)——19,254,641
20238,747,6593,533,633—(374,066)——11,907,226
20225,845,8081,159,531—291,912——7,297,250
20214,900,8551,744,891943,866301,630——8,481,004
Average of Non-PEO NEOs
20242,226,6751,362,941—5,992——3,595,608
20231,884,675857,722—(99,774)——2,658,877
20222,598,364344,102—44,372——2,986,838
20211,241,618588,851—(14,357)——1,816,112
      
Non-PEO NEO Average Total Compensation Amount $ 3,287,462 2,674,283 3,771,845 3,279,918
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,257,933 4,222,816 4,233,452 3,879,914
Adjustment to Non-PEO NEO Compensation Footnote
Fiscal Year
Summary Compensation Table Total
($)
Annual Stock Award
($)
Change in Pension Value
($)
Pension Service Cost
($)
Equity Value
($)
Compensation Actually Paid
($)
PEO
202415,056,676(10,500,017)(2,260)—19,254,64123,809,039
202310,524,801(6,700,105)(640,202)440,40611,907,22615,532,126
20228,363,317(5,500,180)(380,561)1,093,7247,297,25010,873,550
202112,085,890(5,744,061)(1,043,727)1,112,5338,481,00414,891,639
Average of Non-PEO NEOs
20243,287,462(1,625,137)——3,595,6085,257,933
20232,674,283(1,512,648)——2,659,1244,222,816
20223,771,845(2,525,230)——2,986,8384,233,452
20213,279,918(1,216,116)——1,816,1123,879,914
The amounts deducted or added in calculating the Equity Values are included in the table below. In 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.

 
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
202414,386,5585,063,956—(195,873)——19,254,641
20238,747,6593,533,633—(374,066)——11,907,226
20225,845,8081,159,531—291,912——7,297,250
20214,900,8551,744,891943,866301,630——8,481,004
Average of Non-PEO NEOs
20242,226,6751,362,941—5,992——3,595,608
20231,884,675857,722—(99,774)——2,658,877
20222,598,364344,102—44,372——2,986,838
20211,241,618588,851—(14,357)——1,816,112
      
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the relationship between TSR and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:

PVP Picture 1.jpg
      
Compensation Actually Paid vs. Net Income
The following chart illustrates the relationship between CACI Net Income and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:

PVP Picture 2.jpg
      
Compensation Actually Paid vs. Company Selected Measure
The following chart illustrates the relationship between CACI Revenue and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:

PVP Picture 3.jpg
      
Total Shareholder Return Vs Peer Group
The following chart illustrates the relationship between TSR and CAP to our PEO and the average CAP to our other NEOs over the four-year period from 2021 through 2024:

PVP Picture 1.jpg
      
Tabular List, Table
CACI Revenue
Sector Revenue
3-Year EBITDA Growth1
CACI EBITDA
Sector EBITDA

      
Total Shareholder Return Amount $ 198.33 157.16 129.92 117.63
Peer Group Total Shareholder Return Amount 149.59 124.23 120.45 133.19
Net Income (Loss) $ 419,900,000 $ 384,700,000 $ 366,800,000 $ 457,400,000
Company Selected Measure Amount 7,659,800,000 6,702,500,000 6,202,900,000 6,044,100,000
PEO Name Mr. Mengucci      
Additional 402(v) Disclosure 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 for awards granted during the 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.
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 2024 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 2023, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.Used as performance metric for PRSUs granted in FY2022, FY2023 and FY2024. 		     
Measure:: 1        
Pay vs Performance Disclosure        
Name CACI Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Sector Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name 3-Year EBITDA Growth1      
Measure:: 4        
Pay vs Performance Disclosure        
Name CACI EBITDA      
Measure:: 5        
Pay vs Performance Disclosure        
Name Sector EBITDA      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 19,254,641 $ 11,907,226 $ 7,297,250 $ 8,481,004
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,260) (640,202) (380,561) (1,043,727)
PEO | Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 440,406 1,093,724 1,112,533
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,254,641 11,907,226 7,297,250 8,481,004
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (10,500,017) (6,700,105) (5,500,180) (5,744,061)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 14,386,558 8,747,659 5,845,808 4,900,855
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,063,956 3,533,633 1,159,531 1,744,891
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 943,866
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (195,873) (374,066) 291,912 301,630
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Equity Awards Forfeited [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,595,608 2,658,877 2,986,838 1,816,112
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,595,608 2,659,124 2,986,838 1,816,112
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,625,137) (1,512,648) (2,525,230) (1,216,116)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,226,675 1,884,675 2,598,364 1,241,618
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,362,941 857,722 344,102 588,851
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,992 (99,774) 44,372 (14,357)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Equity Awards Forfeited [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0