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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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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)

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Date Filed:

Sincerely,

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

Location:

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

Date and Time:

Thursday, November 16, 2017, 9:30 a.m., local time

Items of Business:

(1)

Election of ten nominees named in our proxy statement to our Board of Directors to hold office until the 2018 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 2018;

(4)

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

(5)

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 18, 2017 are entitled to vote at the 2017 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 62 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 60 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 5, 2017

PROXY SUMMARY

1

Board of Directors and Executive Officers

5

Board of Directors

5

Director Nomination Procedures

5

Board Composition

5

2017 Nominees for Director

7

Executive Officers

11

CORPORATE GOVERNANCE

11

Governance Framework

11

Structure

11

Primary Governance Documents

12

Board of Directors

12

Board Leadership

12

Committee Membership and Attendance

13

Committee Responsibilities

14

Board and Committee Independence

16

Annual Board Evaluations

16

Risk Oversight

17

Shareholder and Interested Party Communications with Directors

17

Certain Relationships and Related Transactions

18

Related Party Transactions

18

Compensation Committee Interlocks and Insider Participation

18

SECURITIES OWNERSHIP

19

Principal Shareholders

19

Directors and Management

20

Section 16(a) Beneficial Ownership Reporting

20

EXECUTIVE COMPENSATION

21

Compensation Discussion and Analysis

21

Compensation Committee Report

43

Executive Compensation Tables

44

Summary Compensation Table

44

Grants of Plan-Based Awards

45

Outstanding Equity Awards Fiscal Year-End

46

Option Exercises and Stock Vested

47

Non-Qualified Deferred Compensation

47

Severance Agreements

47

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 2017

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

Proposal 4        Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

59

ANNUAL MEETING INFORMATION

60

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

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

FOR “ONE YEAR”

Plurality of Votes Cast

59

Nominee

Age

Director Since

Independent

Board Committees

Kenneth Asbury

President and Chief Executive Officer, CACI International Inc

62

2013

E

Michael A. Daniels

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

71

2013

✓

C, CG, IR, SRA, SA

James S. Gilmore, III

Former Governor, Commonwealth of Virginia

67

2009

✓

A, C, CE, IR, SA

William L.  Jews

Former President and Chief Executive Officer of CareFirst, Inc.

65

2013

✓

A, C, CE, IR, SA

Gregory G. Johnson

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

71

2006

✓

C, CE, E, SRA, SA*

J.P. London

Executive Chairman and Chairman of the Board, CACI International Inc

80

1981

CE*, E*, IR, SRA, SA

James L. Pavitt

President, JLP Associates, LLC

71

2008

✓

A, C, CE, SRA*, SA

Warren R. Phillips

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

76

1974

✓

A*, CG*, E, SRA, SA

Charles P. Revoile

Independent Legal and Business Consultant

83

1993

✓

A, C*, CG, E, IR

William S. Wallace

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

70

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

16

Lead Independent Director

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

12

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.

16

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.

62

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.

40&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 Incentives ($)

Long-Term Incentives⁽¹⁾ (Equity) ($)

Long-Term Incentives⁽²⁾ (Cash) ($)

 J.P. London

630,400

527,500

935,000

—

 Kenneth Asbury

891,100

1,275,000

3,300,000

—

 John S. Mengucci

608,800

900,000

1,450,000

2,700,000

 Thomas A. Mutryn

516,100

500,000

1,100,000

1,500,000

 DeEtte Gray

550,000

N/A

1,700,000

—

(1)

In order for the executive officers other than Ms. Gray 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. We did not achieve the minimum threshold for the first-year performance target for the cash-based long term incentives, and Messrs. Mengucci and Mutryn did not earn any bonus.

Board of Directors

•

Demonstrated judgement, 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

3

  Less than 5 years

3

Kenneth Asbury, 62

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, 71

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 Invincea Labs and the Logistics Management Institute, a non-profit consulting firm. He is also on the Board of Directors of Blackberry (NASDAQ) and Mercury Systems, Inc. (NASDAQ).

James S. Gilmore III, 67

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 is currently a director of Atlas Air Worldwide Holdings. He also 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, 65

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 The CalAtlantic Group, Inc. and 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. and the Ryland Group, Inc.

Gregory G. Johnson, 71

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 91 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 also 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, 80

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. 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, 71

Director since: 2008

Independent

With over 30 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, counterterrorism and intelligence.

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. 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, where he currently serves as a Senior Advisor.  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, 76

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.

Charles P. Revoile, 83

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, 70

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, 55

 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, 63

  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, 48

  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, 68

  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., 63

  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)

Mr. Revoile (I)

Gen. Wallace (I)

FY 2017 Meetings

7

6

4

3

2

7

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 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 provide 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⁾

2,951,105

12.04%

The Vanguard Group, Inc.⁽³⁾

2,432,411

9.92%

Dimensional Fund Advisors LP⁽⁴⁾

2,050,690

8.37%

FMR LLC⁽⁵⁾

1,433,987

5.85%

(1)

Based on 24,508,649 shares of common stock outstanding as of September 18, 2017, 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 12, 2017 on behalf of itself and certain entities under its control. The report states that BlackRock has sole voting power over 2,884,146 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 10, 2017 on behalf of itself and certain entities under its control. The report states that Vanguard has sole dispositive power over 2,401,831 shares, shared dispositive power over 30,580 shares, sole voting power over 29,221 shares and shared voting power over 2,685 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, 2017 on behalf of itself and certain entities under its control. The report states that Dimensional has sole voting power over 2,022,627 shares and sole dispositive power over all 2,050,690 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)

This information is based solely on a Schedule 13G/A filed by FMR LLC on February 14, 2017, and reflects the securities beneficially owned by FMR LLC, certain of its subsidiaries and affiliates and other companies. According to that Schedule 13G/A, FMR LLC and Abigail P. Johnson each have sole power to dispose of all such shares and the sole power to vote none of the shares. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

Directors and Management

Beneficial Owner

Amount of Beneficial Ownership of Common Stock⁽¹⁾

Percent of Common Stock⁽²⁾⁽³⁾

J. P. London

88,038

*

Kenneth Asbury

50,315

*

John S. Mengucci

36,167

*

Thomas A. Mutryn

45,388

*

DeEtte Gray

—

—

Gregory R. Bradford

44,787

*

J. William Koegel, Jr.

6,340

*

Michael A. Daniels

5,171 ⁽⁴⁾

*

James S. Gilmore

12,859 ⁽⁴⁾

*

William L. Jews

5,171 ⁽⁴⁾

*

Gregory G. Johnson

5,469 ⁽⁴⁾

*

James L. Pavitt

7,293 ⁽⁴⁾

*

Warren R. Phillips

5,596 ⁽⁴⁾

*

Charles P. Revoile

31,085 ⁽⁴⁾

*

William S. Wallace

9,397 ⁽⁴⁾

*

All Current Executive Officers and Directors as a Group (15 in number)

353,076

1.44%

(1)

All Restricted Stock Units (RSUs) vesting as of September 18, 2017 or within 60 days after that date are treated as vested for the underlying shares of common stock.

(2)

Based on 24,508,649 shares of common stock outstanding as of the September 18, 2017 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 242 shares obtainable upon vesting of RSUs within 60 days of September 18, 2017.  

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

CACI combines mission understanding, technical expertise, and a commitment to ethics and good character in all we do to serve our customers’ most challenging missions. For over 55 years, we have been dedicated to supporting the critical work our customers perform in delivering services to citizens and defending our country.

We serve intelligence, defense, and federal civilian customers in 12 market areas: Business Systems, Command and Control (C2), Communications, Cyber Security, Enterprise IT, Health, Intelligence Services, Intelligence Systems and Support, Investigation and Litigation Support, Logistics and Material Readiness, 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 international threats to our nation and counter global terrorism, secure our homeland and improve government services. We are mission-oriented and ever vigilant in aligning our solutions with the nation’s highest priorities.

~$4.435 billion annual revenue

Fortune 1000 Largest Companies in America

Consistently recognized as a top employer of veterans;

Veterans represent ~30% of our workforce

A Fortune World’s Most Admired Company in IT Services

Approximately 18,600 employees;

~70% 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 1st priority of capital deployment

•Add capability and customers to accelerate growth

•Deliver long-term shareholder value

DECISION SUPPORT

As the Compensation Committee made its fiscal year 2017 compensation decisions, it considered that a record 99% of the votes cast on the Company’s fiscal year 2016 executive compensation program (the “Say on Pay” proposal) were voted in favor of the “Say on Pay” proposal at the Company’s 2016 Annual Meeting. This continued the strong support as shown in 2015’s 98% approval rate. The Company also actively engages with its shareholders to determine 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 an average of approximately 23% of our executives’ target total direct compensation.

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 US Operations Organic Revenue, 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

Performance

Average NEO Annual Incentive Payout (Cash)

Long-Term

Incentives (Equity)

Long-Term

Incentives (Cash)

2017

NATP > Target

Total CACI Revenue < Target

EPS = Target

U.S. Operations Organic Revenue > Target

1-Year Average Stock Price +34%

124% of Target

134% PRSUs Earned Through Completion of First Year of Measurement

0% Earned Through Completion of First 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%

111% of Target

138% PRSUs Earned Through Completion of Second Year of Measurement

37% Earned Through Completion of Second Year of Measurement

2015

NATP < Threshold

Revenue < Target

EPS < Threshold

ROIC < Target

UK NATP > Target

1-Year Average Stock Price +14%

2-Year Average Stock Price +36%

3-Year Average Stock Price +82%

60% of Target

144% PRSUs Earned

3% Earned

What We Do

What We Don’t Do

✓   ~75% 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 six meetings over the course of fiscal year 2017, 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 2017, 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.

FY 2016/2017

Q4 FY2016 | ending 6/30/2016

•Established preliminary fiscal year 2017 compensation program design

•Established preliminary metrics and goals for the fiscal year 2017 annual incentive plan

•Reviewed total target direct compensation for the NEOs

Q1 FY2017 | ending 9/30/2016

•Finalized fiscal year 2017 compensation program design

•Finalized metrics and goals for the fiscal year 2017 annual incentive plan

•Set total target direct compensation for the NEOs

•Set the metrics and goals for the PRSUs and LTIP

DETERMINE TDC TARGETS FOR THE NEOs

At the end of fiscal 2016 and early in fiscal year 2017, the Compensation Committee determined fiscal year 2017 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 2016, 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 2016 and early fiscal year 2017, the Compensation Committee also finalized the fiscal year 2017 compensation plan, and reviewed and approved the metrics and goals for the annual incentive plan as well as the PRSUs and LTIP.

Q2, Q3, and Q4 FY2017 | ending 12/31/2016, 3/31/2017 and 6/30/2017

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

•Assess progress toward NEO objectives

•Discuss potential program changes in light of 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.

FY 2018

Q1 FY2018 | ending 9/30/2017

•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 2017 GOALS

At the conclusion of fiscal year 2017, 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.

Ciber, 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 in order 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

23%

•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

25%

•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

44%

•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

8%

•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 2017 Base Salaries,” “Fiscal Year 2017 Annual Incentives,” and “Fiscal Year 2017 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

FY2016

Base Salary ($)

FY2017

Base Salary ($)

Percentage Change

J.P. London

612,000

630,400

3.0%

 Kenneth Asbury

867,000

891,100

3.0%

 John S. Mengucci

591,000

608,800

3.0%

 Thomas A. Mutryn

501,000

516,100

3.0%

 DeEtte Gray

N/A

550,000

N/A

Name

FY2016

Target Annual Incentive ($)

FY2017 Target Annual Incentive ($)

FY2017 Percentage of Base Salary

Percentage Change

J.P. London

510,000

527,500

84%

3.4%

 Kenneth Asbury

1,233,000

1,275,000

143%

3.4%

 John S. Mengucci

845,000

900,000

148%

6.5%

 Thomas A. Mutryn

440,000

500,000

97%

13.6%

DeEtte Gray

N/A

N/A

N/A

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 2017, 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.

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 exclude revenue from acquisitions completed by the Company during fiscal year 2017. As no entities were acquired

by the Company in fiscal year 2017 this metric was identical to the Company’s total revenue as defined by generally accepted accounting principles (GAAP).

US Operations Organic Revenue

Organic revenue is a measure of the quality of the Company’s revenue. Due to anticipated impacts to the foreign currency exchange rates for CACI Limited revenue caused by the “Brexit” vote in June 2016, only revenue generated from the Company’s US-based operations was included in the metric. Further, revenue acquired on February 1, 2016 from L-3 National Security Solutions, Inc. and L-3 Data Tactics Corporation (together, “NSS”) was excluded through January 31, 2017, the one-year anniversary of the NSS acquisition.

Annual

Quarterly

Name

Metrics

Weight

Metrics

Weight

J.P. London

EPS

33.3%

NATP

33.3%

CACI Total Revenue

33.3%

CACI Total Revenue

33.3%

Organic Revenue (US)

33.3%

Organic Revenue (US)

33.3%

Kenneth Asbury

EPS

33.3%

NATP

33.3%

CACI Total Revenue

33.3%

CACI Total Revenue

33.3%

Organic Revenue (US)

33.3%

Organic Revenue (US)

33.3%

John S. Mengucci

EPS

33.3%

NATP

33.3%

CACI Total Revenue

33.3%

CACI Total Revenue

33.3%

Organic Revenue (US)

33.3%

Organic Revenue (US)

33.3%

Thomas A. Mutryn

EPS

65%

NATP

65%

CACI Total Revenue

35%

CACI Total Revenue

35%

DeEtte Gray

N/A

N/A

N/A

N/A

2017 Changes

For fiscal year 2017, the Compensation Committee made two key changes to the annual incentive program:

•US Operations Organic Revenue replaced New Business Awards, which measured awards of new contracts by our customers, as a growth incentive. Due to experience in fiscal year 2016, it was determined that delays in the timing of awards by the Government impacted the effectiveness of the New Business Awards metric, and growth on existing contracts was as valuable to the Company but not as easily measured as a New Business Award. The US Operations Organic Revenue metric more directly met the Committee’s incentive intention based on the way the Target was set, as is discussed below.

•Return on Invested Capital (“ROIC”) was removed as a metric. This metric was first added in fiscal year 2015 as an incentive to allocate capital efficiently in order to generate returns for our shareholders, and was calculated as NATP divided by the average of the last 12 months net debt plus book equity. But based on experience in fiscal year 2015 and fiscal year 2016, it was determined it was not having the intended effect. In fiscal year 2015, the annual ROIC minimum threshold was achieved, but the related annual incentive payment was voluntarily declined by the NEOs because they agreed that there were no actions during fiscal year 2015 related to the usage of capital that merited them receiving payment for this metric in circumstances where the Company did not achieve its minimum NATP threshold. And in fiscal year 2016, the upper threshold for ROIC, which would have resulted in the maximum annual incentive payment for the metric, would have been met without the acquisition of NSS, which was determined to be a positive activity for the Company that should not have had a negative impact on the annual incentive plan.

Annual Metrics

Target

Actual

Result

NATP

$162.4

$163.7

Between Target and Stretch

EPS

$6.53

$6.53

At Target

CACI Total Revenue

$4,372

$4,355

Between Cut and Target

US Operations Organic Revenue

$3,594

$3,617

Between Target and Stretch

CACI NATP ($)

CACI Total Revenue ($)

US Operations Organic Revenue ($)

Q1

Target

27.6

1,049

786

Actual

36.7

1,073

785

Result

Above Stretch

Between Target and Stretch

Below Target

Q2

Target

40.6

1,058

794

Actual

42.4

1,058

764

Result

At Stretch

At Target

Below Target

Q3

Target

38.4

1,105

941

Actual

40.4

1,086

964

Result

Above Stretch

Between Cut and Target

Above Stretch

Q4

Target

55.9

1,159

1,074

Actual

44.2

1,137

1,103

Result

Below Cut

Between Cut and Target

Above Stretch

Name

Total Target Annual Incentive ($)

Total Earned Annual Incentive ($)

Payout as a

Percentage of Target

J.P. London

527,500

726,045

138%

 Kenneth Asbury

1,275,000

1,511,841

119%

 John S. Mengucci

900,000

1,074,747

119%

 Thomas A. Mutryn

500,000

648,078

130%

DeEtte Gray

N/A

N/A

N/A

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

2016 Target Equity Value ($)

2017 Target

Equity Value ($)

Percentage Change

J.P. London

900,000

935,000

3.9%

 Kenneth Asbury

—

3,300,000

N/A

 John S. Mengucci

1,400,000

1,450,000

3.6%

 Thomas A. Mutryn

1,100,000

1,100,000

—

DeEtte Gray

N/A

1,700,000

N/A

Mr. Asbury received a stock grant upon his hiring in February 2013 in the form of 300,000 time-based RSUs; while compensation offered to executive officers is generally performance-based it was determined at the time of Mr. Asbury’s hiring that the time-based format was required to obtain his services. Based upon the size of this grant and the vesting timeframe, the Compensation Committee determined that Mr. Asbury would not be eligible for annual grants until fiscal year 2017.

The Compensation Committee has sole discretion in selecting participants in the LTIP, with participation intended to be limited to people most able to impact the achievement of the metrics. Among the NEOs, Mr. Mengucci and Mr. Mutryn were selected to participate in the LTIP for fiscal year 2017. At their request, Dr. London and Mr. Asbury were not considered for participation due to their existing incentives.

Name

Target Aggregate

3-Year LTIP Value ($)

 John S. Mengucci

2,700,000

 Thomas A. Mutryn

1,500,000

Metric

2015 LTIP:

FY17 Period Target ($)

2016 LTIP:

FY17 Period Target ($)

2017 LTIP:

FY17 Period Target ($)

2015-2017 LTIP:

Metric Weights

NATP

165.2

158.9

172.1

90%

Revenue

4,280

3,666

4,633

10%

Metric

FY17 Results ($)

2015 LTIP

FY17 Period Payout:

2016 LTIP

FY17 Period Payout:

2017 LTIP

FY17 Period Payout:

NATP

$163.7

—

90%

—

Revenue

$4,355

10%

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 executive officers.

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

Approximate Multiple of Salary as of Measurement Date

Requirement

as of

July 1, 2017

J.P. London

43,300

7x

43,300

 Kenneth Asbury

70,000

8x

50,314

 John S. Mengucci

41,800

7x

11,026

 Thomas A. Mutryn

35,400

7x

35,400

DeEtte Gray

38,900

7x

0

•

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 stockholder 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

2017

627,333

—

934,788

726,045

200,161

2,488,327

2016

609,000

—

899,796

566,465

182,583

2,257,844

2015

598,041

—

849,707

208,322

182,094

1,838,164

Kenneth Asbury

President and Chief Executive Officer

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

2015

835,417

—

—

418,361

75,157

1,328,935

John S. Mengucci

Chief Operating Officer

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

2015

557,750

—

1,200,068

310,857

72,993

2,141,668

Thomas A. Mutryn

Executive Vice President,

Chief Financial Officer and Treasurer

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

2015

482,065

—

1,100,198

177,803

101,901

1,861,967

DeEtte Gray⁽⁶⁾

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 2017, 2016 or 2015.

(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 2017, 2016, or 2015.

(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, 2017, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 21, 2017.  RSUs awarded to all NEOs were in the form of performance-based RSUs (PRSUs), other than the RSUs awarded to Ms. Gray, whose RSUs have time-based vesting. The grant date fair value of the PRSUs was calculated using the Monte Carlo simulation method. 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, 2017 as compared to the average stock price for the 90 day period ended September 30, 2016, the PRSUs granted in fiscal year 2017 are at 134% of the target award level through the first year of measurement; if we achieve maximum performance conditions for these grants (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 periods ended September 18, 2017 and September 18, 2016 as compared to the average stock price for the 90 day period ended September 18, 2015, the PRSUs granted in fiscal year 2016 are at 138% of the target award level through the second year of measurement; if we achieve maximum performance conditions for these grants (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 420% of the amounts shown in the table. Based on the Company’s performance during the year ended June 30, 2015 and the Company’s average stock price for the 90 day periods ended September 23, 2017, September 23, 2016 and September 23, 2015 as compared to the average stock price for the 90 day period ended September 23, 2014, the PRSUs granted in fiscal year 2015 resulted in 144% 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 2017, 2016, or 2015. Mr. Mengucci’s and Mr. Mutryn’s Non-Equity Incentive Plan Compensation includes amounts earned under the LTIP that will be paid in fiscal year 2018.

(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

54,930

63,310

5,801

7,950

—

68,170

Mr. Asbury

95,325

—

4,165

7,950

—

22,550

Mr. Mengucci

59,896

51,523

2,288

7,950

—

7,312

Mr. Mutryn

39,272

54,378

2,938

7,950

526

19,135

Ms. Gray

—  

—

  —

—

—

—

(a)

Represents the Company’s contribution, net of forfeitures, of 5% on compensation in excess of the limit provided in IRC section 401(a)(17), which limit may be adjusted annually.

(b)

Represents cash-out of vacation accrual balance.

(c)

Represents premiums paid by the Company for a long-term care insurance policy.

(d)

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

(e)

Represents the value of the discount granted under the Company’s Management Stock Purchase Plan on the stock price at the grant date (15% for fiscal year 2017).

(f)

For Dr. London, represents a perquisite allowance of $25,000, tax and investment services of $18,715 and automobile expenses of $24,455. For Mr. Asbury represents a perquisite allowance of $20,000 and automobile expenses of $2,550. For Mr. Mengucci represents tax and investment services of $3,924 and automobile expenses of $3,388. For Mr. Mutryn represents automobile expenses of $19,135.

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

145,100

527,500

1,318,750

—

—

—

—

—

     Performance RSUs

9/30/2016

—

—

—

7,930

15,860

—

934,788

Mr. Asbury

     Bonus

N/A

350,700

1,275,000

3,187,500

—

—

—

—

—

     Performance RSUs

9/30/2016

—

—

—

—

27,990

55,980

—

3,299,461

Mr. Mengucci

     Bonus

N/A

247,500

900,000

2,250,00

—

—

—

—

—

     LTIP

N/A

—

2,700,000

2,700,000

—

—

—

—

—

     Performance RSUs

9/30/2016

—

—

—

—

12,300

24,600

—

1,449,924

Mr. Mutryn

     Bonus

N/A

137,500

500,000

1,250,000

—

—

—

—

—

     LTIP

N/A

—

1,500,000

1,500,000

—

—

—

—

—

     Performance RSUs

9/30/2016

—

—

—

—

9,330

18,660

—

1,099,820

Ms. Gray⁽⁵⁾

     RSUs

6/5/2017

—

—

—

—

—

—

13,738

1,700,078

(1)

These amounts represent potential payouts under the 2017 annual incentive plan and 2017 LTIP.   With respect to the 2017 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 performance-based RSU grants to NEOs in fiscal year 2017.

(3)

There are no threshold performance levels under the LTIP plan or for the performance-based RSU grants to NEOs in fiscal year 2017, 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 2017 determined pursuant to ASC 718.

(5)

These amounts represent the grant of RSUs to Ms. Gray. The award will vest in three annual increments beginning on the first anniversary of her employment.

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

9/13/2013

5,746

⁽²⁾

718,537

—

—

9/23/2014

14,925

⁽³⁾

1,866,371

—

—

9/18/2015

10,762

⁽⁴⁾

1,345,788

3,904

488,195

9/30/2016

3,535

⁽⁷⁾

442,052

5,287

661,139

Mr. Asbury

2/23/2013

100,000

⁽⁵⁾

12,505,000

—

—

9/30/2016

12,477

⁽⁷⁾

1,560,249

18,660

2,333,433

Mr. Mengucci

2/27/2012

8,314

⁽⁶⁾

1,039,666

—

—

9/13/2013

11,342

⁽²⁾

1,418,317

—

—

9/23/2014

21,080

⁽³⁾

2,636,054

—

—

9/18/2015

16,744

⁽⁴⁾

2,093,837

6,074

759,554

9/30/2016

5,483

⁽⁷⁾

685,649

8,200

1,025,410

Mr. Mutryn

9/13/2013

11,342

⁽²⁾

1,418,317

—

—

8/22/2014

134

⁽⁸⁾

16,757

—

—

9/23/2014

19,325

⁽³⁾

2,416,591

—

—

9/18/2015

13,160

⁽⁴⁾

1,645,658

4,774

596,989

9/30/2016

4,159

⁽⁷⁾

520,083

3,110

388,906

Ms. Gray

6/5/2017

13,738

⁽⁹⁾

1,717,937

—

—

(1)

Based on the $125.05 closing price of the Company’s stock on June 30, 2017.

(2)

Stock awards granted on September 13, 2013 contain performance conditions whereby the number of units vesting depended upon the Company’s financial performance for the year ended June 30, 2014 and the Company’s average stock price for the 90 day period ended September 13, 2014 as compared to the 90 day period ended September 13, 2013. The amounts in this column reflect the actual number of shares earned that vested on September 1, 2017.

(3)

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 through September 23, 2017. The stock awards vest as follows: 50% on September 23, 2017 and 50% on September 1, 2018.

(4)

Stock awards granted on September 18, 2015 contain performance conditions whereby the number of units vesting depend upon the Company’s financial performance for the year ended June 30, 2016 and the Company’s average 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, 2017; the actual number of shares earned will be determined as of September 18, 2018. The stock awards vest as follows: 50% on September 18, 2018 and 50% on September 18, 2019.

(5)

Stock awards granted on February 20, 2013 that have not vested as of June 30, 2017 vest as follows: 100,000 shares on February 20, 2018.

(6)

Stock awards granted on February 27, 2012 that had not vested as of June 30, 2017 vest as follows: 1,662 shares on February 26, 2018; 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 September 30, 2016 contain performance conditions whereby the number of units vesting depend upon the Company’s financial performance for the year ended June 30, 2017 and the Company’s average 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, 2017; the

actual number of shares earned will be determined as of September 30, 2019. The stock awards vest as follows:  50% on October 1, 2019 and 50% on October 1, 2020.

(8)

RSUs purchased via the Management Stock Purchase Plan on August 22, 2014 that had not vested as of June 30, 2017 vest as follows: 134 shares on August 22, 2017.

(9)

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

Stock Awards

Name

Number
of Shares
Acquired on
Vesting (#)

Value
Realized on
Vesting ($)⁽¹⁾

Dr. London

5,745

566,802

Mr. Asbury

100,000

12,670,000

Mr. Mengucci

19,654

2,183,412

Mr. Mutryn

11,340

1,118,804

Ms. Gray

—

—

(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

4,014

54,930

538,322

—

7,219,143

Mr. Asbury

12,621

95,325

(1,284)

—

305,588

Mr. Mengucci

80,170

59,896

6,193

—

369,667

Mr. Mutryn

57,334

39,272

50,834

—

953,274

Ms. Gray

—

—

—

—

—

(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)

There were no above-market or preferential earnings on deferred compensation in fiscal year 2017; accordingly, no portion of the amounts in the Aggregate Earnings column are reported as compensation in the Summary Compensation Table.

(4)

Certain amounts in the Aggregate Balance at Last Fiscal Year End column were previously reported in the Summary Compensation Table in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns (in the case of executive contributions) or in the All Other Compensation column (in the case of Company contributions). The amounts previously reported as executive and Company contributions were as follows: (i) Dr. London, $1,530,133 and $873,486; (ii) Mr. Asbury, $17,832 and $169,238, (iii) Mr. Mengucci, $112,399 and $103,617and (iv) Mr. Mutryn, $334,098 and $299,467.

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 Voluntary 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 Voluntary 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⁾