CACI INTERNATIONAL INC /DE/
For the period ended Oct 15, 2026. Filed Sep 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 15, 2026 · Filed Sep 4, 2026
Contents
Pay Versus Performance
The following table provides five years of the Company’s compensation and performance history prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our executive officers or how the Human Resources and Compensation Committee evaluates compensation decisions in light of company or individual performance. For information on how our Human Resources and Compensation Committee aligns pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 26.
The Summary Compensation Table on page 43 shows the salary, annual incentive, and accounting fair value of equity awards granted in the year shown (at the time the grant was made). The Compensation Actually Paid (CAP) table shows the value of the FY26 equity grant at year-end, plus the year-over-year change in the fair value of multiple years of historical equity grants. Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price, and therefore, may be higher or lower than the SCT compensation values.
| 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)(4) ($) · Average Compensation Actually Paid to Non-PEO NEOs(2)(4)($) · Value of Initial Fixed $100 Investment Based on: · Net Income($M) · Revenue(6)($M) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return($) · Peer Group Total Shareholder Return(5)($) | ||||||||
| 2026 | 18,674,436 | 34,412,304 | 3,436,937 | 6,076,411 | 181.59 | 140.63 | 535.8 | 9,567.8 |
| 2025 | 16,745,127 | 20,775,755 | 3,603,836 | 3,868,019 | 186.85 | 165.40 | 499.8 | 8,627.8 |
| 2024 | 15,056,676 | 23,809,039 | 3,287,462 | 5,257,933 | 168.60 | 112.31 | 419.9 | 7,659.8 |
| 2023 | 10,524,801 | 15,532,126 | 2,674,283 | 4,222,816 | 133.60 | 93.28 | 384.7 | 6,702.5 |
| 2022 | 8,363,317 | 10,873,550 | 3,771,845 | 4,233,452 | 110.45 | 90.43 | 366.8 | 6,202.9 |
(1)Mr. Mengucci is included as the Principal Executive Officer (PEO), CEO, for fiscal years 2026, 2025, 2024, 2023 and 2022.
(2)The dollar amounts reported in the "Compensation Actually Paid to PEO" and "Compensation Actually Paid to Non-PEO NEOs" reflect "Total Compensation" as set forth in the Summary Compensation Table for each year, adjusted as follows, and with calculations shown in the tables below. Equity values are determined in accordance with FASB ASC Topic 718. The fair values for outstanding and unvested equity awards made in fiscal years 2019, 2020, and 2021 were estimated using Monte Carlo simulation model factors as disclosed in the company’s Form 10-K for each fiscal year:
minus the Annual Stock Award
minus the Change in Pension Value
plus the Pension Service Cost
plus Equity Value, which is calculated as:
a. the fair value of outstanding and unvested equity awards at the end of each fiscal year
b. plus/(less) the change in fair value as of fiscal year-end for unvested awards
c. plus the fair value as of vesting for awards granted and vested during the year
d. plus/(less) the annual change in value as of vesting for prior year's awards
e. less prior year-end fair value for any equity awards forfeited during the year
| Fiscal Year | Summary Compensation Table Total for PEO($) | Annual Stock Award($) | Change in Pension Value($) | Pension Service Cost($) | Equity Value($) | Compensation Actually Paid($) |
|---|---|---|---|---|---|---|
| PEO | ||||||
| 2026 | 18,674,436 | (13,000,063) | (146,223) | — | 28,884,154 | 34,412,304 |
| 2025 | 16,745,127 | (12,000,385) | (175,432) | — | 16,206,446 | 20,775,755 |
| 2024 | 15,056,676 | (10,500,017) | (2,260) | — | 19,254,641 | 23,809,039 |
| 2023 | 10,524,801 | (6,700,105) | (640,202) | 440,406 | 11,907,226 | 15,532,126 |
| 2022 | 8,363,317 | (5,500,180) | (380,561) | 1,093,724 | 7,297,250 | 10,873,550 |
| Average of Non-PEO NEOs | ||||||
| 2026 | 3,436,937 | (2,075,382) | — | — | 4,714,857 | 6,076,411 |
| 2025 | 3,603,836 | (1,053,206) | — | — | 1,317,389 | 3,868,019 |
| 2024 | 3,287,462 | (1,625,137) | — | — | 3,595,608 | 5,257,933 |
| 2023 | 2,674,283 | (1,210,119) | — | — | 2,758,652 | 4,222,816 |
| 2022 | 3,771,845 | (2,525,230) | — | — | 2,986,838 | 4,233,452 |
The amounts deducted or added in calculating the Equity Values are included in the table below. In 2026, 2025, 2024, 2023 and 2022, the fair value of the grants awarded in the respective years increased at the end of the year due to the growth in stock price, which is a key driver of CAP year-over-year.
| Fair Value of Current Year Equity Awards at Fiscal Year End($) · 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 | |||||||
| 2026 | 11,690,366 | 7,182,032 | — | 10,011,756 | — | — | 28,884,154 |
| 2025 | 11,313,998 | 2,094,905 | — | 2,797,543 | — | — | 16,206,446 |
| 2024 | 14,386,558 | 5,063,956 | — | -195,873 | — | — | 19,254,641 |
| 2023 | 8,747,659 | 3,533,633 | — | (374,066) | — | — | 11,907,226 |
| 2022 | 5,845,808 | 1,159,531 | — | 291,912 | — | — | 7,297,250 |
| Average of Non-PEO NEOs | |||||||
| 2026 | 1,956,926 | 859,083 | — | 1,898,847 | — | — | 4,714,857 |
| 2025 | 992,966 | 372,066 | — | 559,872 | (607,516) | — | 1,317,389 |
| 2024 | 2,226,675 | 1,362,941 | — | 5,992 | — | — | 3,595,608 |
| 2023 | 1,884,675 | 857,722 | — | (99,774) | — | — | 2,758,652 |
| 2022 | 2,598,364 | 344,102 | — | 44,372 | — | — | 2,986,838 |
(3)Messrs. MacLauchlan, Koegel, Ms. Gray and Dr. Young are included in the non-PEO NEO averages for 2026. Messrs. MacLauchlan, Probert, Koegel and Mmes. Gray and Weir are included in the non-PEO NEO averages for 2025. Messrs. MacLauchlan, Probert, Koegel, and Ms. Gray are included in the non-PEO NEO averages for 2024. Messrs. MacLauchlan, Probert, Koegel, Mutryn and Ms. Gray are included in the non-PEO NEO averages for 2023. Messrs. Mutryn, Probert, Koegel and Ms. Gray are included in the non-PEO NEO averages for 2022.
(4) The 2025 average compensation figures for the Non-PEO NEOs have been recalculated to correct an administrative error in our prior year's proxy statement, which inadvertently excluded the compensation of Mr. Probert, a former NEO, from the average. This correction increased the previously reported 2025 Average Summary Compensation Table Total and the Average Compensation Actually Paid by $1,381,188. The 2025 adjustments in the CAP reconciliation table below have also been updated to reflect his inclusion.
(5)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.
(6)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 2026 and 2025 as reflected in column (i) in the first table above. This performance measure may not have been the most important financial performance measure for years 2024, 2023 and 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Relationship Between Pay and Performance
The following chart illustrates the relationship between TSR and CAP to our PEO and the average CAP to our other NEOs over the five-year period from 2022 through 2026:
The following chart illustrates the relationship between CACI Revenue and CAP to our PEO and the average CAP to our other NEOs over the five-year period from 2022 through 2026:
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 five-year period from 2022 through 2026:
Most Important Performance Measures
The table below provides the five most important measures used by the Company to link CAP to our PEO and Non-PEO NEOs in 2026. The measures in this table are not ranked:
| CACI Revenue | U.S. Operations Revenue | U.S. Operations Collections |
|---|---|---|
| CACI EBITDA | U.S. Operations Margin % and Dollars | 3-Year Cumulative Free Cash Flow1 |
(1) Used as performance metric for PRSUs granted FY2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.