SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

October 3, 2019September 30, 2021

Dear Fellow Shareholder:

I cordially invite you to attend our 20192021 Annual Meeting of Shareholders on November 14, 2019,11, 2021, at 9:30 a.m., localEastern time. The annual meeting will be held atconducted online through a live webcast, which is often referred to as a “virtual meeting” of shareholders. Our digital format allows shareholders to participate safely, conveniently, and effectively. Shareholders can attend the Sheraton Tysons Hotel, 8661 Leesburg Pike, Tysons, VA 22182.virtual meeting by visiting www.virtualshareholdermeeting.com/CACI2021.

The scheduled matters to be considered and acted on at the meeting are: the election of directors; a non-binding advisory vote to approve our named executive officers’ compensation; amendment of the Company’s 2002 Employee Stock Purchase Plan to authorize an additional 250,000 shares for purchase; and ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2020.2022. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

As a shareholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting in persononline at the meeting if you wish to do so.

On behalf of the Board, management and CACI, I would also like to recognize and thank Dr. Warren R. Phillips and Mr. Charles P. Revoile for their service and valuable contributions to the Company over the years. The 2021 Annual Meeting of Shareholders will mark the conclusion of Dr. Phillips’ and Mr. Revoile’s terms as directors, both of whom have supported CACI for more than 40 years.  The Board extends our sincere appreciation for their exemplary service and wishes them all the best in the coming years. Their absence will be marked and we shall always value their immeasurable contributions.

Thank you for your cooperation and continued support and interest in CACI International Inc.

IMPORTANT: Even if you plan to attend the meeting, please complete, sign, date, and return promptly the form of proxy (you can vote via the Internet, by phone, or by using the return envelope if you received a physical copy) to ensure that your vote will be counted. You may vote in persononline at the annual meeting if you so desire, even if you previously have sent in your proxy. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous ones.

Notice of 20192021 Annual Meeting of Shareholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON NOVEMBER 14, 2019.11, 2021. Proxy materials are first being made available or mailed to our shareholders on or about October 3, 2019.September 30, 2021.  

Table of Contents

PROXY SUMMARY

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of CACI International Inc (the “Company,” “CACI” or sometimes referred to as “we,” “us,” or “our”) to be used at the Company’s Annual Meeting of Shareholders to be held on November 14, 2019 (the “Annual Meeting”).

The summary below highlights the information contained elsewhere in this proxy statement. Thestatement, which is first being sent or made available to shareholders on or about September 30, 2021. This is only a summary, does not contain all of the information thatand we encourage you should consider, and you shouldto read the entire proxy statement carefully before voting.

Annual Meeting

The Annual Meeting will be held on November 14, 2019, at 9:30 a.m., local time, at the Sheraton Tysons Hotel, 8661 Leesburg Pike, Tysons, VA 22182.

Questions about the Annual Meeting

We encourage you to review “Annual Meeting Information” beginning on page 62 of this proxy statement for answers to common questions on the rules and procedures surrounding the Annual Meeting and the business to be conducted at the Annual Meeting.

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PROXY SUMMARY

Board Nominees

The following table provides summary information about each director nominee as of September 18, 2019.15, 2021. The Board and the Corporate Governance and Nominating Committee believe that each of our directors brings a strong and

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PROXY SUMMARY

unique background and set of skills to the Board, giving the Board the competence and experience necessary to fulfill its oversight role and to evaluate and advise management with respect to a wide variety of matters.

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PROXY SUMMARY

Corporate Governance Practices

We are committed to high standards of corporate governance and have a robust corporate governance program intended to promote the long-term success of our Company. Some highlights of our corporate governance practices are listed below.

Board Composition

Board Structure and Processes

Shareholder Rights

Executive Compensation

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PROXY SUMMARY

The Compensation Committee believes our executive compensation program should encourage and reward behaviors that build a foundation for our long-term performance and success while also supporting the achievement of annual objectives. Our performance assessment framework and executive compensation program are designed to reward such performance by linking our executives’ compensation to the achievement of both long- and short-term goals. Below is a summary of the principal components of our currently serving named executive officers’ target total direct compensation for fiscal year

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PROXY SUMMARY

2019. 2021. For additional information please review “Compensation Discussion and Analysis” on page 2223 of this proxy statement.

The Board and management are committed to serving as good stewards of the environment and operating in a manner that protects the health and safety of our employees, partners, and customers, while supporting our communities. Below are a few highlights of our corporate citizenship:

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PROXY SUMMARY

To learn more about CACI’s corporate social responsibility principles, approaches, and initiatives for our customers, employees, and stakeholders, please visit www.caci.com/corporate-social-responsibility-environmental-social-governance.

Board of directors and Executive Officers

Director Nomination Procedures

The Corporate Governance and Nominating Committee is responsible for reviewing potential Board nominees to determine whether they have the requisite qualifications, expertise and other characteristics for service on the Board and its committees and recommending qualified candidates to the Board for consideration at the Annual Meeting. In fulfillment of these responsibilities, the Corporate Governance and Nominating Committee considers the overall composition of the Board to determine whether the Board has a broad range of business experience, expertise, skills, perspectives, tenure and diversity, including gender, race and ethnicity, that allow the Board to draw upon many individual perspectives as the Board oversees, evaluates and advises management with respect to a wide variety of matters.

The Corporate Governance and Nominating Committee evaluates candidates recommended by Board members, management, shareholders or consultants utilizing the following standards:

Any shareholder who wishes to formally nominate a person for election as a director must comply with the advance notice provisions of the Company’s By-laws which are described in this proxy statement under “Annual Meeting Information” on page 62.59.

Board Composition

In order to determine the appropriate mix of professional experiences, expertise and backgrounds for the Board, the Corporate Governance and Nominating Committee and the Board discuss the Board’s composition during the year, and while the Board does not have a formal diversity policy, the Corporate Governance Guidelines provide that the Board should be large enough to reflect a substantial diversity of perspectives, background and experiences and that the Board should consider the scope of diversity, inclusive of gender, race and ethnicity, represented on the Board.

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Qualifications, Attributes, Skills and Experience

The Board and the Corporate Governance and Nominating Committee believe that our directors bring strong and unique backgrounds, skills and perspective to the Board. As a whole, they believe the Board contains the qualifications, attributes, skills and experience necessary for the Board to fulfill its oversight role and evaluate and advise management with respect to a wide variety of matters. The following table summarizes certain key characteristics of our business and the associated qualifications, attributes, skills and experience that the Board believes is represented on our Board.

Board Tenure

We believe that Board tenure diversity is important and careful consideration is made to achieve the appropriate balance of experience and fresh perspective. Our Board’s composition allows us to benefit both from the deep Company and industry knowledge of our longer-serving directors and the fresh perspectives brought by our newer directors. The following table outlines the various levels of tenure of the director nominees:

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

20192021 Nominees for Director

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

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

89

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

As of September 18, 2019,15, 2021, the executive officers of the Company were J.P. London, Chairman of the Board and Executive Chairman, John S. Mengucci, President and Chief Executive Officer, and the following sevensix persons indicated in the table below. Biographical information for Messrs.Mr. Mengucci and London is provided above under “2019“2021 Nominees for Director” on page 78 of this proxy statement. The prior employers for each of our executive officers, except for Mr. Koegel, were aerospace, defense and security companies. Mr. Koegel’s previous experience was with a law firm.

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

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CORPORATE GOVERNANCE

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

Structure

The Board is responsible for the oversight of management on behalf of our shareholders and the Board accomplishes this function acting directly and through Board committees. In accordance with the Corporate Governance Guidelines, the Board has eight standing committees: Audit; Compensation; Corporate Governance and Nominating; Culture, Character, Integrity & Ethics; Executive; Investor Relations; Security and Risk Assessment; and Strategic Assessment. This governance structure allows the Board to provide focused advice, insight and oversight in the interests of the Company and our shareholders. The Board and its committees discharge their duties at Board and committee meetings, through telephone contact and other communications with management and others regarding matters of concern and interest to the Company.

Primary Governance Documents

Our governance structure and processes are based on our key governance documents, which include the following documents which can either be found on our website under “Corporate Governance” at www.caci.cominvestor.caci.com/leadership-governance/documents or are available upon written request to CACI International Inc, 1100 North Glebe12021 Sunset Hills Road, Arlington,Reston, Virginia 22201,20190, Attention: Investor Relations:

The Board reevaluates our policies and practices on an ongoing basis and all of our directors, executive officers and other employees are required to review their applicable code of conduct and certify compliance annually to ensure high standards of business conduct that facilitate the Board’s execution of its responsibilities. Additional information is provided below regarding key corporate governance and ethics policies and practices that we believe enable us to manage our business in accordance with the highest standards of business ethics and in the best interest of our shareholders.

We intend to disclose any waiver of compliance with any provision of our code of conduct covered by Item 406(b) of Regulation S-K that is granted to any principal executive officer, principal financial officer, principal accounting officer or controller, and any amendments to such code of conduct, in the “Corporate Governance”“Investors” section of our website www.caci.com within four business days following the date of such waiver or amendment.

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CORPORATE GOVERNANCE

Board Leadership

The Board is responsible for determining the optimal leadership structure to provide independent oversight of senior management and evaluates the Board’s leadership structure on an annual basis. In evaluating its leadership structure, the Board considers our current operating and governance environment, governance best practices and feedback from our shareholders on how the Board can provide effective oversight of senior management on behalf of our shareholders. Based on these considerations, the Board has determined that separate positions for Chairman and CEO coupled with a Lead Independent Director, provides an efficient and effective leadership model, fostering clear accountability, differing perspectives and effective decision making as the Chairman focuses on the Board activities while the CEO manages the dayday-to-day business. From time to day business.time, the Board may also appoint a Vice Chairman in order to have a director empowered to act with the authority of the Chairman in the event the Chairman is unavailable. The chart below summarizes the roles and responsibilities of the Executive Chairman and Lead Independent Director:Chairman:

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CORPORATE GOVERNANCE

Committee Membership and Attendance

Directors are expected to attend regular Board meetings, committee meetings and the annual shareholder meeting, in person or, if not possible, via teleconference. All currentlythen serving directors attended the 20182020 Annual Meeting of Shareholders held on November 15, 201812, 2020 and each incumbent director attended at least seventy-fiveover eighty percent of the aggregate of the total number of Board meetings and meetings of the committees on which the director served in fiscal year 2019.2021. The Board held 1122 meetings during fiscal year 2019.2021. The standing committees of the Board, their membership as of September 15, 2021 and the number of meetings for each committee are outlined below.

Chairman     Chair                 Member               I – Independent             A – Audit Committee Financial Expert

Pursuant to NYSE requirements, two executive sessions of non-management directors were held during fiscal year 2019.2021.

Committee Responsibilities

The specific roles and responsibilities of the Board’s committees are delineated in written charters adopted by the Board for each committee and are reviewed annually by the Corporate Governance and Nominating Committee in accordance with the Corporate Governance Guidelines. As provided in their charters, each committee is authorized to engage or consult from time to time, as appropriate, at our expense, with outside independent legal counsel or other experts or advisors it deems necessary, appropriate or advisable to discharge its duties. The charters for the Audit, Compensation, Corporate Governance and Nominating and Executive committees are available on our website under “Corporate Governance” at www.caci.cominvestor.caci.com/leadership-governance/documents or a print copy of all of the standing committee charters is available upon shareholder request. Below is a summary of the primary responsibilities of each committee.

Audit

The Audit Committee assists the Board in fulfilling its oversight of (i) the integrity of the Company’s financial statements; (ii) the effectiveness of the Company’s internal control over financial reporting,reporting; (iii) the Company’s compliance with applicable legal and regulatory requirements; (iv) the independence and qualifications of the Company’s

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CORPORATE GOVERNANCE

independent auditor; and (v) the performance of the Company’s internal and independent auditors. The Audit Committee is comprised of only independent directors and fulfills its responsibilities by:

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CORPORATE GOVERNANCE

Compensation

The Compensation Committee assists the Board in overseeing the Company’s compensation policies and practices. The Compensation Committee is comprised of only independent directors and fulfills its responsibilities by:

Corporate Governance and Nominating

The Corporate Governance and Nominating Committee assists the Board in overseeing the Company’s corporate governance practices. The Corporate Governance and Nominating Committee is comprised of only independent directors and fulfills its responsibilities by:

DELINQUENT SECTION 16(a)16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Such officers, directors, and shareholders are required by SEC regulations to furnish the Company with copies of all such reports that they file.

Based solely on a review of copies of reports filed with the SEC and of written representations by certain Officers and Directors, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis during the fiscal year ended June 30, 2019.2021, with the exception of two grants for Mr. Daniels as a result of an administrative error on behalf of the Company.

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EXECUTIVE COMPECOMPENSATIONNSATION

This Compensation Discussion and Analysis provides the principles, objectives, structure, analyses and determinations of the Compensation Committee with respect to the fiscal year 20192021 compensation of the following named executive officers (NEOs):

The principles, objectives and structure of our fiscal year 20192021 executive compensation were established in June 2018, at the quarterly meeting2020, when our Compensation Committee traditionally makes executive compensation decisions. The Compensation Committee’s fiscal year 20192021 compensation decisions reflect the Company’s performance as well as our executives’ individual performance in the prior fiscal year.

Executive Summary

Who We Are

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ExeCutive Compensation

CACI At-A-Glance

Growth Strategy

In fiscal year 2019, we continued executing upon our growth strategy via initiatives focused on delivering long-term value to our customers and shareholders such as:Win New Business

Drive Operational Excellence

Flexible and Opportunistic Capital Deployment for Long-Term Shareholder Value

Financial Performance Summary

Fiscal Year 20192021 Performance

Below are charts outlining our performance over the last three fiscal years for the primary performance metrics used by the Compensation Committee in determining our NEOs’ compensation. The performance metrics for fiscal year 2018 are shown2021 were calculated without the impact of the Tax Cutsbenefit related to Company tax method changes and Jobsthe carryback of the federal tax net operating loss (NOL) pursuant to provisions under the CARES Act of 2017 (the “TCJA”) that occurred during fiscal year

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ExeCutive Compensation

2018, as that did not affect NEO compensation (i.e., payouts were determined without the increasesassociated impacts to revenue, net income, and diluted earnings per share (“EPS”) and net after tax profit (“NATP”) caused by the legislation)share). The performance metrics were otherwise determined in accordance with U.S. generally accepted accounting principles (“GAAP”).

The growth depicted in the performance charts had a substantial impact on our NEOs’ earned compensation over the course of this period. For fiscal year 2019,2021, this resulted in an average achievement of 239%224% of the targeted annual incentive plan value, and the three-year growth of the Company’s stock price over the same periodthrough September 15, 2020 resulted in achievement of 117%160.4% of the performance-based equity awards granted to the NEOs during thein fiscal year for the first year of the three-year performance period.2018.

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ExeCutive Compensation

20182020 Say on Pay Vote

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ExeCutive Compensation

Pay for Performance Philosophy

The Compensation Committee believes our executive compensation program should incent and reward behaviors that build a foundation for our long-term performance and success while also supporting the achievement of annual objectives. Our performance assessment framework and executive compensation program are designed to reward such performance by linking our executives’ compensation to the achievement of both long- and short-term goals. For example, the annual incentives paid to each of our NEOs vary with performance, including our annual financial results.  Additionally, the NEOs receive two types of long-term incentive plan awards that will result in payouts only if we achieve targeted growth in such measures as stock price performance, EPS, NATP and revenue.

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ExeCutive Compensation

Executive Compensation Program Design

The substantial majority of our NEOs’ compensation is directly tied to our performance with short-term and long-term incentives comprising an average of approximately 78%75% of our NEOs’ target total direct compensation (“TDC”). The following is a list of the principal components of our executive compensation program:

program in fiscal year 2021:

Performance Assessment

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ExeCutive Compensation

Historical Pay for Performance Results

Our pay for performance philosophy is reflected in the compensation that has been earned by our NEOs over the past three years. The chart below summarizes our corporate performance against the Compensation Committee performance metrics and the impact suchour performance had on our NEOs’ compensation:compensation.

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ExeCutive Compensation

Executive Compensation Practices

We also maintain certain executive compensation practices designed to strengthen the connection between our executives’ interests and the interests of our shareholders. The following chart is a summary of the compensation practices that we do and do not employ to advance our shareholders’ long-term interests:interests.

Compensation Governance and Process

Compensation Governance Process and Incentive Decisions

Decision MakingThe Compensation Committee, composed solely of independent directors, is responsible for our executive officer compensation decisions. The Compensation Committee works very closely with Coda Advisors, LLC (“Coda”), as its independent compensation consultant, and management to examine pay and performance matters during the year. 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

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ExeCutive Compensation

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ExeCutive Compensation

Compensation Process

The Compensation Committee followedacted in accordance with the following process outlined below to determine and assess NEOin determining our NEOs compensation infor fiscal year 2019:2021.

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ExeCutive Compensation

FY 2017/2018 FY 2019

Compensation Factors

The Compensation Committee determined fiscal year 2021 TDC targets for the CEO and each of the other NEOs employed at the time based on the following process:

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ExeCutive Compensation

During the course of the fiscal year, the Compensation Committee reviews corporate performance each quarter and assesses progress for each goal in the cash 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.

Independent Compensation Consultant

With respect to fiscal year 2021, Coda attended Compensation Committee meetings, met with the Compensation Committee in executive sessions, reviewed and provided recommendations on the components of the Company’s executive compensation program and provided compensation advice independent of the Company’s management. The compensation consultant reports directly to the Committee and performs no work for management other than providing advice on executive compensation pursuant to its engagement by the Committee. The Compensation Committee assessed the independence of Coda pursuant to SEC rules and concluded that their work for the Compensation Committee did not raise any conflicts of interest.

Assessing Competitive Practice

FW CookCoda assists the Committee by reviewing comparative market data on compensation practices and programs within the Company’s peer group.

During fiscal year 2019, FW Cook2021, Coda was responsible for providing information on new laws and regulations, general industry compensation practices, recommendations for director compensation and compensation for management positions under the Committee’s purview, and for performing independent assessments of management recommendations brought before the Committee. FW CookCoda participated in all meetings of the Committee during the fiscal year.

For fiscal year 2019,2021, peer comparisons were performed against 17 publicly traded15 publicly-traded companies which were selected based on similarities to CACI in size and/or industry as well as operational similarities. The selected companies were as follows:

The companies used for peer comparisons are reviewed annually and adjusted as necessary due to changes at the selected company (e.g., acquisitions, bankruptcies, etc.) or changes in the comparability of the selected company to CACI. For fiscal year 2019, there were no changes from the peer group used in fiscal year 2018.

General industry market information for NEO and other senior executive compensation was also provided for the Compensation Committee by Willis Towers Watson, which did not provide advice or analysis regarding the data providedprovided.

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ExeCutive Compensation

.Determining Executive Compensation

Determining Executive Compensation

Executive Compensation Objectives

Our NEO compensation programs are designed to attract, retain and reward the management talent that we need to maintain and strengthen our position in the industry and to achieve our business objectives.

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ExeCutive Compensation

Principal Elements of Compensation

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ExeCutive Compensation

Fiscal Year 2019 Base Salaries

In June 2018,late fiscal year 2020, the Compensation Committee reviewed and approved our NEOs’ base salaries compared tofor fiscal year 2021, taking into consideration the median of base salaries for comparable executives among our peer group, and to reflect individual performance in fiscal year 2018. In addition,2020 and the Company’s overall annual fiscal year 20192021 merit increase guidance applicable to all employees was considered. After consideration the Committee decided to provide base salary adjustments above the Company’s average fiscal year 2019 raise percentage due to the Company’s strong performance in fiscal year 2019; the Committee also determined that these new salaries were in line with the competitive median of the Company’s peer group and the general industry market analysis.  

employees. The adjustments approved by the Compensation Committee became effective on August 1, 2018.2020 for all NEOs.  

The adjustment of Mr. Mengucci’s base salary reflected the Compensation Committee’s strategy to position his base salary at the median of the Company’s peer group.  Salary adjustments for other NEOs reflected the Compensation Committee’s strategy to provide competitive increases of base salary consistent with overall movement of executive base salaries in our peer group.

Fiscal Year 20192021 Annual Incentives

Target Annual Incentives

Our annualcash incentive program is a cash incentive plan designed to motivate our executive officers to achieve pre-established quarterly and annual performance objectives. In establishing target annualcash incentives for fiscal year 2019,2021, the Compensation Committee reviewed our NEOs’ target total target cash compensation, including forecasted results of the LTIP, relative to the median of our peers and made certain adjustments to more closely align our NEOs’ total target cash compensation to the Company’s peer group. The table below shows the fiscal year 20192021 NEO target annualcash incentive levels that were approved by the Compensation Committee in June 2018.late fiscal year 2020:

For Dr. London, the Committee re-evaluated the annual incentive compensation for the Executive Chairman and Chairman of the Board position. The Committee reviewed the current responsibilities of the position as well as internal pay equity considerations and determined that a larger increase was warranted to his annual incentive plan to better align his annual incentive targets to his role within the Company. This was also validated against market data provided by the Committee’s compensation consultants.

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ExeCutive Compensation

The target cash incentive for Mr. Mengucci was adjusted to reflect the median cash incentive as a percentage of base salary for CEOs in our peer group.  After the adjustment of base salary and target cash incentive, the target total cash compensation for Mr. Mengucci approximated the median of the Company’s peer group. Adjustments for other NEOs reflected the Compensation Committee’s strategy to provide competitive increases of cash incentives consistent with overall movement of executive cash incentives in our peer group.

Design

The annualfiscal year 2021 cash incentive plan hashad both annual and quarterly components for Mr. Mengucci, Mr. Mutryn and Mr. Bradford to ensure that executives are focused onalign with performance throughout the fiscal year. These components are described below:Each quarterly component for Mr. Mengucci, Mr. Mutryn and Mr. Bradford represented 10% of the total cash incentive program.

Fiscal Year 20192021 Targets

At the beginning of each fiscal year 2021, the Compensation Committee establishesestablished the performance metrics applicable to the annual and quarterly components of the annualcash incentive program. The performance metrics arewere selected to incent the Company’s growth and support the interests of the Company’s shareholders and arewere applied to each executive based on their responsibilities. For fiscal year 2019, the Compensation Committee used the same performance metrics as fiscal year 2018 for our NEOs, as they determined the metrics were effective and properly incenting behavior:responsibilities:

33In addition, the Compensation Committee approved metrics for the Company’s business sectors, which were applicable to Ms. Gray and Mr. Bradford, among others:

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ExeCutive Compensation

The following is a summary of the performance metrics applicable to each NEO for the annual and quarterly components of the annual incentive program.

After determining the appropriate performance metrics and weights applicable to the annualcash incentive program, the Compensation Committee establishesestablished the target performance levels for eachthe Company performance metric at the beginning of the fiscal year. The performance targets for each metric arewere established based on the Company’s five-year strategic plan, current business environment, review of the competitive market, historical performance against targets and the Company’s desire for growth. The President and Chief Executive Officer was responsible for establishing performance metrics for non-Executive Officers which flow from the Company metrics established by the Committee.

Once performance targets arewere established for each Company performance metric, the Compensation Committee determinesdetermined appropriate lower, or “Cut,” threshold levels for each metric and upper, or “Stretch,” threshold levels. For performance below Cut levels, no bonus iswas awarded. For performance at or above Cut levels, bonus payouts arewere prorated on a straight-line basis. For performance goals that represent profit metrics, bonus payouts for performance above Stretch levels arewere calculated as a percentage of the NEOs’ respective metric performance.  Total payment for the annualcash incentive program is capped at 250% of the target payout for each NEO.

The ranges between Cut, Target and Stretch thresholds arewere based upon multiple factors assessed by the Compensation Committee, including historical ranges and historical performance against Cut, Target Cut, and Stretch thresholds. For fiscal year 2019,2021, for NATPprofit (CACI Net Income, CACI EPS, and EPS,Sector PTP), CACI Revenue and Sector Revenue metrics, the Committee set the Cut thresholds at 94% of Target and Stretch thresholds at 104% of Target. For CACI Total Revenue and Direct Labor, the Committee set the Cut thresholds at 96% of Target and Stretch thresholds at 104% of Target. The higher Cut threshold for Total Revenue and Direct Labor was set to incent management to achieve targets for organic growth, as a 94% threshold would have provided an incentive payout even for a reduction in performance compared to fiscal year 2018.

Fiscal Year 20192021 Performance

Performance relative to each metric used in calculating our NEOs’ annual incentive payout is delineated below for fiscal year 2019 (in millions, except for EPS).2021.

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ExeCutive Compensation

Performance relative to each quarterly metric used in calculating cash incentive payouts for Dr. London, Mr. Mengucci and Mr. Mutryn for fiscal year 2021 are shown below:

Performance relative to each quarterly metric used in calculating our NEOs’ annualcash incentive payout is delineated below on a quarterly basispayouts for Mr. Bradford for fiscal year 2019 (in millions).2021 are shown below:

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ExeCutive Compensation

In consideration of the performance outlined above, the table below provides a summary of the annualcash incentives actually earned by our NEOs. The differences in the payouts as a percentage of target despite all NEOs having the same metrics is due to the impact of performing above Stretch for the NATP metric. Dr. LondonMr. Mengucci and Mr. AsburyMutryn were eligible to receive 2.0% and 1.5% respectively of the amount that NATP exceedsCACI Net Income exceeded the quarterly and annual Stretch levels up to a total earned cash incentive of 250% of their target payout.  Mr. Koegel was eligible to receive 0.5% of the amount that annual CACI Net Income exceeded the Stretch level up to a total earned annual incentive of 250% of theirhis target payout, and the other NEOspayout.  Ms. Gray was eligible to receive 1.5% of the amount that NATP exceedsBITS Sector PTP exceeded the Stretch level up to a total earned annual incentive of 250% of theirher target payout.  Mr. Bradford was eligible to receive 16% of the amount that CACI UK Net After Tax Profit exceeded the quarterly Stretch level and 8% of the amount it exceeded the annual Stretch level up to a total earned annual incentive of 250% of his target payout.

Fiscal Year 20192021 Long-Term Incentives

Performance-Based Restricted Stock Units (PRSUs)

A significant portion of our NEOs’ TDC iswere granted in the form of PRSUs that arewere designed to improve shareholder value and contribute to the growth and financial success of the Company. To receive any shares granted under the award, the Company must reach a minimum one-year EPS threshold. If the minimum threshold is met, then any earned shares are earned over a three-year performance period with the number of shares earned each year adjusted by the percentage 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, subject to an overall cap of 200% of the target number of PRSUs granted. Once earned, the shares vest ratably on the third and fourth anniversaries of the grant date. Below is a hypothetical example of how PRSUs granted in fiscal year 2021 are earned and vested:

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ExeCutive Compensation

The EPS threshold for fiscal year 20192021 was set at $7.00. This was based on anticipated potential delays from new business awards compared to what was in the fiscal year 2019 plan, which was considered to be a realistic possibility given the dynamics of the government services industry.$9.25.

During the annual review of the equity program, the Compensation Committee considered other formats, such as stock options, stock appreciation rights, non-performance-based RSUs, performance-based equity that leverages other

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ExeCutive Compensation

financial metrics approved within the CACI 2016 Amended and Restated Incentive Compensation Plan, and performance-based equity based on relative performance metrics against a defined peer group or stock market index. Regarding the use of relative performance metrics, it was determined that the existing and anticipated turnover of companies in the competitive market due to acquisitions, spin-offs, privatization, new public offerings and other similar transactions made the measurement over a three-year period unfeasible at this time.  Further, feedback from our investors in recent years about the potential usage of a stock market index for a relative performance metric indicated that such a metric would receive little support.

The Compensation Committee used market data provided by its compensation consultantsconsultant to set the target value of equity for the NEOs. Based on this review, the Compensation Committee made certain adjustments to align our NEOs with the median of our peer group.

For

Fiscal Year 2021 Dr. London Compensation

Dr. London served as the Committee re-evaluated the long-term incentive compensation for theCompany’s Executive Chairman and Chairman of the Board position. The Committee revieweduntil his death on January 18, 2021.  In establishing compensation for Dr. London, the current responsibilitiesCommittee’s strategy was to position overall target total compensation between the median and 75th percentiles of the positionsecond highest paid executives in the peer group.  For fiscal year 2021, the Compensation Committee established Dr. London’s base salary at $825,000, a 3.1% increase from fiscal year 2020.  His target cash incentive for fiscal year 2021 was established at $1,050,000, a 5% increase from fiscal year 2020.  His target equity incentive for fiscal year 2021 was $2,075,000, a 7.8% increase from fiscal year 2020.  Dr. London earned total cash incentives of $1,312,500 based on Q1 and Q2 CACI Revenue and Net Income.  All outstanding performance-based restricted stock units (PRSUs) granted to Dr. London in fiscal years 2018, 2019 and 2020 vested upon Dr. London’s death as well as internal pay equity considerations and determined that a larger increase was warrantedper the Company’s policies. The fiscal year 2021 PRSU award made to his annual incentive plan to better align his annual incentive targets to his role within the Company. This was also validated against market data provided by the Committee’s compensation consultants.Dr. London will vest in fiscal year 2022 once first year performance results are determined.