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CACI INTERNATIONAL INC

(Name of Registrant as Specified In Its Charter)

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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.

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Sincerely,

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

Location:

Le Méridien Arlington, 1121 19th Street North Arlington, VA 22209

Date and Time:

Thursday, November 19, 2015, 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 2016 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 2016; and

(4)

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

Record Date:

Shareholders of record as of September 21, 2015 are entitled to vote at the 2015 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 57 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 55 of our proxy statement. Our proxy statement and annual report are also available at http://investor.shareholder.com/caci/events.cfm.

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 8, 2015

PROXY SUMMARY

1

Board of Directors and Executive Officers

5

Board of Directors

5

Director Nomination Procedures

5

Board Composition

5

2015 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

16

Certain Relationships and Related Transactions

17

Related Party Transactions

17

Compensation Committee Interlocks and Insider Participation

18

SECURITIES OWNERSHIP

18

Principal Shareholders

18

Directors and Management

19

Section 16(a) Beneficial Ownership Reporting

19

EXECUTIVE COMPENSATION

20

Compensation Discussion and Analysis

20

Compensation Committee Report

41

Executive Compensation Tables

42

Summary Compensation Table

42

Grants of Plan-Based Awards

43

Outstanding Equity Awards Fiscal Year-End

44

Option Exercises and Stock Vested

45

Non-Qualified Deferred Compensation

45

Severance Agreements

45

Potential Payments on Termination or Change in Control

47

Director Compensation

48

Summary

48

Director Compensation Table

49

Director Stock Ownership Guidelines

49

EQUITY COMPENSATION PLAN INFORMATION

50

AUDIT INFORMATION

50

Principal Accounting Fees and Services

50

Pre-Approval Policies and Procedures

51

AUDIT COMMITTEE REPORT FOR FISCAL YEAR 2015

51

MANAGEMENT PROPOSALS

52

Proposal 1        Election of Directors

52

Proposal 2        Advisory Vote on Executive Compensation

53

Proposal 3        Ratification of Appointment of Independent Registered Public Accounting Firm

54

ANNUAL MEETING INFORMATION

55

Board Recommendation

Vote Requirement

Page

Election of Directors

FOR each nominee

Majority Cast

52

Advisory Vote on Executive Compensation

FOR

Majority Cast

53

Ratification of Ernst & Young LLP

FOR

Majority Cast

54

Nominee

Age

Director Since

Independent

Board Committees

Kenneth Asbury

President and Chief Executive Officer, CACI International Inc

60

2013

E

Michael A. Daniels

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

69

2013

ü

C, CG, IR, SA

James S. Gilmore, III

Former Governor, Commonwealth of Virginia

65

2009

ü

C, IR, SA

William L.  Jews

Chairman, The Ryland Group

63

2013

ü

A, IR, SA

Gregory G. Johnson

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

69

2006

ü

C, E, SRA, SA*

J.P. London

Executive Chairman and Chairman of the Board, CACI International Inc

78

1981

E*, IR*, SRA, SA

James L. Pavitt

President, JLP Associates, LLC

69

2008

ü

C, SRA*, SA

Warren R. Phillips

Chief Financial Officer, Albanian-Macedonia-Bulgarian Oil Pipeline Corp.

74

1974

ü

A*, CG*, E, SRA, SA

Charles P. Revoile

Independent Legal and Business Consultant

81

1993

ü

A, C*, CG, E, IR

William S. Wallace

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

68

2009

ü

A, SRA, SA

A Audit

C  Compensation

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 ensure independent oversight of management.

12

Overboarding Policy

Our Corporate Governance Guidelines ensure that directors are able to dedicate the requisite time and attention to the Board by limiting their affiliations.

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.

56

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.

53

Stock Ownership Guidelines

We require our executive officers and directors to hold a substantial amount of our stock to ensure their interests are aligned with our shareholders.

39

“Clawback” Policy

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

39

(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

600,000

500,000

850,000

—

 Kenneth Asbury⁽³⁾

850,000

1,000,000

—

—

 John S. Mengucci

560,000

800,000

1,200,000

2,400,000

 Thomas A. Mutryn

484,000

425,000

1,100,000

1,275,000

 Gregory R. Bradford

361,000

405,000

435,000

—

(1)

In order to receive the target number of shares granted, executive officers are required to attain a minimum one-year EPS threshold, under which no shares will be earned from the grant, and then the shares are earned subject to a three year

performance period with the number of shares earned each year determined by calculating the growth or decline from the average stock price over 90 calendar days immediately preceding the grant to the average stock price over 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. The first year performance targets for the cash-based long term incentives were not achieved.

(3)

Mr. Asbury received a stock grant upon his hiring in February 2013 in the form of 300,000 time-based Restricted Stock Units and based on 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 2017.

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 and expertise 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 ensures we have the appropriate policies and procedures in place to effectively manage such risk.

Tenure on Board

Number of

Director Nominees

  More than 10 years

3

  5 – 10 years

4

  Less than 5 years

3

Kenneth Asbury, 60

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, 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, 69

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 and renamed it Sybase 365, Inc. 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 on the Board of Directors of Blackberry (NASDAQ) and Mercury Systems, Inc. (NASDAQ).

James S. Gilmore III, 65

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.  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. Within the last five years, Mr. Gilmore served as a director of the following publicly held companies: Barr Laboratories, Inc., Everquest Financial LTD., Cypress Communications, Inc. and IDT Corporation.  During this timeframe, he was also a member of the advisory board of Hewlett-Packard Company. He is currently a director of Atlas Air Worldwide Holdings. He also serves as President and CEO of the Free Congress Foundation, an entity that offers bi-partisan conservative solutions to various domestic and national security challenges.  Mr. Gilmore is also a newly appointed member of the Board of Directors of Global Relief Technologies (GRT) of Portsmouth, New Hampshire.  GRT is a privately held company that provides technology and data capture.

William L. Jews, 63

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 Chairman of The Ryland 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.

Gregory G. Johnson, 69

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. 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. Admiral Johnson also serves on the Board of Directors of Delorme, Inc. and Delta Dental Plan of Maine.

Dr. J. P. London, 78

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.  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.  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.  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., and the American Legion.  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, 69

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 and is a Senior Advisor to Geopolitical Advisory Partners.

Dr. Warren R. Phillips, 74

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 2009, 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. He is currently the Chairman of the Board of Advanced Blast Protection, Inc. 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, 81

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, 68

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, 53

 Chief Operating Officer and President, U.S. Operations (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, 61

  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.

  Gregory R. Bradford, 66

  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., 61

  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

· Director’s 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

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

Name

Board

Audit

Compensation

Corporate Governance and Nominating

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 2015 Meetings

10

6

7

5

7

6

4

5

·

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.

·

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.

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⁾

FMR LLC⁽²⁾

3,255,944

13.4%

Blackrock, Inc.⁽³⁾

2,043,548

8.4%

Dimensional Fund Advisors LP⁽⁴⁾

1,999,931

8.3%

The Vanguard Group, Inc.⁽⁵⁾

1,672,802

6.9%

(1)

Based on 24,240,243 shares of common stock outstanding as of the September 21, 2015, the record date.

(2)

This information is based solely on a Schedule 13G filed by FMR LLC on February 13, 2015 and reflects the securities beneficially owned by FMR LLC, certain of its subsidiaries and affiliates and other companies.  According to that Schedule 13G, FMR LLC, Edward C. Johnson 3d 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 ownership of one investment company, Fidelity Small Cap Discovery Fund, amounted to 2,000,000 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 0221.

(3)

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 22, 2015 on behalf of itself and certain entities under its control. The report states that BlackRock holds sole voting power over 1,995,766 shares and sole dispositive power over all shares. The address of Blackrock, Inc. is 40 East 52^nd Street, New York, NY 10022.

(4)

The number of shares beneficially held by Dimensional Fund Advisors LP (Dimensional) is based solely on information in a Schedule 13G filed with the SEC by Dimensional on February 5, 2015 on behalf of itself and certain entities under its control. The report states that Dimensional holds sole voting power over 1,970,458 shares and sole dispositive power over all 1,999,931 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road Austin, TX 78746.

(5)

The number of shares beneficially held by The Vanguard Group, Inc. (Vanguard) is based solely on information in a Schedule 13G filed with the SEC by Vanguard on February 10, 2015 on behalf of itself and certain entities under its control. The report states that Vanguard has sole dispositive power over 1,641,707 shares and shared dispositive power over 31,095 shares. Vanguard also has sole voting power over 32,995 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

Directors and Management

Beneficial Owner

Amount of Beneficial Ownership of Common Stock⁽¹⁾

Percent of Common Stock⁽²⁾⁽³⁾

J. P. London

79,563

*

Kenneth Asbury

—

*

John S. Mengucci

10,616

*

Thomas A. Mutryn

66,842⁽⁴⁾

*

Gregory R. Bradford

38,166

*

J. William Koegel, Jr.

1,290

*

Michael A. Daniels

2,934⁽⁵⁾

*

William L. Jews

2,934⁽⁵⁾

*

Gregory G. Johnson

5,037⁽⁵⁾

*

James L. Pavitt

7,671⁽⁵⁾

*

Warren R. Phillips

6,000⁽⁵⁾

*

Charles P. Revoile

30,645

*

William S. Wallace

7,992⁽⁵⁾

*

All Current Executive Officers and Directors as a Group (14 in number)

270,312

1.11%

(1)

All stock settled stock appreciation rights (SSARs) and stock options exercisable as of October 1, 2015 or within 60 days after that date are treated as exercised for the underlying shares of common stock. All Restricted Stock Units (RSUs) vesting as of October 1, 2015 or within 60 days after that date are treated as vested for the underlying shares of common stock.

(2)

Based on 24,240,243 shares of common stock outstanding as of the September 21, 2015 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 shown above.

(4)

Includes 3,200 shares obtainable upon exercise of SSARs exercisable within 60 days of October 1, 2015.

(5)

Includes 351 shares obtainable upon vesting of RSUs within 60 days of October 1, 2015.  

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, President of U.S. Operations

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

Gregory R. Bradford, Chief Executive, CACI Limited, and President, U.K. Operations⁽¹⁾

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 50 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 11 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, and Surveillance and Reconnaissance. Our solutions and services in all of these markets deliver the quality and efficiency customers require to advance their capabilities and complete their missions.

Our Mission

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

$3.31 billion annual revenue

Fortune 1000 Largest Companies in America

Consistently recognized as a top employer of veterans;

Veterans represent ~28% of our workforce

A Fortune World’s Most Admired Company in IT Services

Over 16,600 employees;

~70% with security clearances

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

OUR GROWTH STRATEGY

WINNING NEW BUSINESS

·     Focusing on our customers’ enduring and emerging missions

·     Optimizing business development

·     Selective bidding to increase solutions and fixed price content

DRIVING OPERATIONAL EXCELLENCE

·     Delivering value to customers

·     Efficient, effective, ethical program management

DEPLOYING CAPITAL IN SUPPORT OF FUTURE GROWTH

·     M&A is our number one priority for capital deployment

·     Strategic acquisitions add capabilities, expertise, and customer channels

DECISION SUPPORT

As the Compensation Committee made its fiscal 2016 compensation decisions, it considered that 73% of the CACI shareholders who voted on the Company’s executive compensation program (the “Say on Pay” proposal) at the Company’s last Annual Meeting of Shareholders had voted in favor of approving the compensation. As this was down from the prior year’s 79% approval rate and 2012’s 96% approval rate, the Company reached out to the top 20 shareholders and certain shareholder advisory services to discuss the Company’s compensation programs and review concerns they had, in addition to reviewing the concerns raised by certain shareholder advisory services. These comments led to changes in the fiscal 2016 compensation program.

Potential Concern

Company Response

CEO Pay for Performance Disconnect

In 2013, upon appointment as CEO, Mr. Asbury received a new-hire stock award scheduled to vest ratably on the third, fourth and fifth anniversaries of the grant. As acknowledged in their reports, pay for performance formulas utilized by certain shareholder advisory services did not take into account the unique circumstances of the new hire grant and the grant negatively impacted their pay for performance analysis.

Mr. Asbury is not anticipated to receive an additional stock grant until fiscal 2017.

Annual Incentive Plan is Uncapped

Shareholders and certain shareholder advisory services expressed concerns that the annual incentive plan was uncapped.

Historically, our executive compensation program has never resulted in “runaway awards,” which was viewed as a risk of having an uncapped program. However, the Compensation Committee decided to cap the annual incentive compensation program at 250% of target beginning in fiscal 2016.

Undisclosed Performance-based Restricted Stock Units (“PRSUs” )Threshold and Program Rigor

Shareholders and certain shareholder advisory services expressed concern that the Company did not disclose the financial threshold for PRSU grants made in fiscal 2014 and were worried the plan was not rigorous.

The threshold for fiscal 2015 is discussed below. In fiscal 2013 all grants were cancelled due to missing the financial threshold, which we believe proves the rigor of the program.

No Price Threshold on PRSUs

Certain shareholder advisory services were concerned that the performance metrics applicable to our PRSUs did not contain a threshold level of stock price performance.

100% of our NEOs’ equity awards are performance based, with a potential for full loss as was evidenced by the cancellation of the 2013 grant despite 20% stock price growth during the performance period.

The Compensation Committee decided that adding an additional restriction to the grants to make them even more rigorous is unnecessary and increases the retention risk for key executives. Further, the Compensation Committee believes that the PRSUs fully align our executive and shareholder interests.

Grandfathered Excise Tax Gross-up Provisions

Certain shareholder advisory services were concerned that severance and employment agreements for three named executive officers contain excise tax gross-up provisions upon a change-in-control.

The three agreements were negotiated in good faith in 2007, and have not been materially amended since that time. The Compensation Committee has committed to not include an excise tax gross-up in any new or materially amended agreements since that time, and has abided by that in the agreements for Messrs. Asbury and Mengucci, among others.

Character

Component

Description

Fixed

Base Salary

·   Annual fixed portion of NEOs’ TDC designed to attract and retain experienced executives, comprising only approximately 25%¹ of our executives’ total compensation.

At Risk

Annual Incentives

·   Cash bonus plan that rewards NEOs for achieving quarterly and annual performance objectives.

·   EPS; NATP; revenue; and return on invested capital (“ROIC”).

Long-Term Incentives

·   PRSUs earned based on achievement of certain performance goals 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.

(1)

Percentages throughout the CD&A are based on the annualized value of the equity grant Mr. Asbury received upon his hire in February 2013, the size of which was determined at the time to be 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 2017.

Compensation Committee

The Compensation Committee uses a comprehensive process to continually assess performance, 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 our 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 Annual Incentive Payouts (Cash)⁽¹⁾

Long-Term

Incentives (Equity)

Long-Term

Incentives (Cash)

2015

NATP < Threshold

Revenue < Target

EPS < Threshold

ROIC < Target

UK NATP > Target

Average Stock Price +14%

58% of Target

114% PRSUs Earned to Date

0% Earned to Date

2014

NATP < Target

Revenue < Target

Gross Margin > Target

UK NATP > Target

Average Stock Price +7%

77% of Target

107% PRSUs Earned

0% Earned to Date

2013

NATP < Threshold

Revenue < Threshold

Firm Awards < Threshold

UK NATP > Target

UK Revenue > Target

Average Stock Price +20%

48% of Target

0%  PRSUs Earned

N/A

(1)

Average annual incentive payouts to our named executive officers as a percentage of their target.

What We Do

What We Don’t Do

ü   ~75% of NEO Compensation “At-Risk”

û   No Excessive Perquisites

ü   100% of Equity Compensation Performance-Based

û   No Repricings

ü   Stock Ownership Guidelines

û   No Tax Gross-ups Approved Since 2007

ü   Clawback Policy

û   No Automatic Single Trigger

Vesting on Change of Control

ü   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 throughout the year. The Compensation Committee held eight meetings over the course of fiscal 2015, five of which (including 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 www.caci.com.

Compensation Committee’s Independent Compensation Consultant

The Compensation Committee retained Frederic W. Cook & Co., Inc. (Frederic W. Cook) as its independent compensation consultant. During fiscal 2015, 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.

Frederic W. 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 Frederic W. Cook pursuant to SEC rules and concluded that their 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 against each of the incentive plan’s goals. The Committee uses a performance assessment framework to make CEO compensation decisions. For the other NEOs, the Committee, based on 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 2014/2015

Q4 FY2014 | ending 6/30/2014

•     Finalized fiscal 2015 compensation program design

•     Set total target direct compensation for the NEOs

•     Set the metrics and goals for the fiscal 2015 annual incentive plan

Q1 FY2015 | ending 9/30/2014

•     Set the metrics and goals for the PRSUs and LTIP

DETERMINE TDC TARGETS FOR THE NEOs

At the end of fiscal 2014, the Compensation Committee determined fiscal 2015 TDC targets for the CEO and each of the other NEOs 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, based on input from the CEO, reviews (1) business unit/staff group performance against the objectives set in fiscal 2014, 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

In late fiscal 2014 and early fiscal 2015, the Compensation Committee finalized the fiscal 2015 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 FY2015 | ending 12/31/2014, 3/31/2015 and 6/30/2015

•     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 2016

Q1 FY2016 | ending 9/30/2015

•     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 2015 GOALS

At the conclusion of fiscal 2015, the Compensation Committee reviewed and approved the payouts for the annual incentive plan, performance-based RSU plan and LTIP plan.

Acxiom Corporation

Alliance Data Systems

Booz Allen Hamilton

Broadridge Financial Solutions

Ciber, Inc.

Cognizant Technical Solutions

Convergys

Fidelity National Information Services, Inc.

Fiserv, Inc.

Harris Corporation

Leidos Holdings, Inc.

ManTech International Corp

Maximus, Inc.

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 comparable companies in our industry in order to attract, retain and reward our NEOs.

Align management’s interests with those of shareholders.  We seek to implement programs that will retain NEOs and increase long-term shareholder value by providing competitive compensation and granting long-term equity incentive awards each year.

Component

Percentage of TDC

Role

Fixed

Base Salary

17-31%

• 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

17-34%

• To reward the achievement of annual financial goals

• Links compensation to performance since award amounts are determined after the fiscal year based on actual results

• Time horizon: 1 year

Performance-Based Restricted Stock

36-63%

• 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

0-24%

• To reward achievement of longer-term high growth goals

• To retain executives through three-year performance period

• Realized value attributable to three-year performance achievement

• Time horizon: 3 years

Other

Management Stock Purchase Program

N/A

• Aligns executive interests with those of shareholders

• Enables 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

FY2014

Base Salary ($)

FY2015

Base Salary ($)

Percentage Change

J.P. London

576,495

600,000

4.1%

 Kenneth Asbury

675,000

850,000

25.9%

 John S. Mengucci

533,000

560,000

5.1%

 Thomas A. Mutryn

460,782

484,000

5.0%

 Gregory R. Bradford

343,600

361,000

5.1%

Name

FY2014

Target Annual Incentive ($)

FY2015 Target Annual Incentive ($)

FY2015 Percentage of Base Salary

Percentage Change

J.P. London

500,000

500,000

83%

—

 Kenneth Asbury

900,000

1,000,000

118%

11.1%

 John S. Mengucci

691,000

800,000

143%

15.8%

 Thomas A. Mutryn

405,000

425,000

88%

4.9%

 Gregory R. Bradford

392,600

405,000

112%

3.2%

Component

Percentage

Determination

Annual

60%

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., major corporate events, etc.). During fiscal 2015, no modifications were made.

Quarterly

40%

Established at the beginning of each quarter, with each quarter representing 10% of the annual incentive program.

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.

Revenue

Revenue is our primary measure of growth which requires expansion of current business and the capture of new business.

EPS

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

ROIC

ROIC is a measure used to ensure our executives allocate capital efficiently in order to generate returns for our shareholders.

UK NATP

UK NATP is the primary indicator of CACI Limited’s performance.

Name

Annual Metrics

Weight

Quarterly Metrics

Weight

J.P. London

EPS:

75%

NATP:

90%

ROIC:

25%

Revenue:

10%

Kenneth Asbury

EPS:

75%

NATP:

90%

ROIC:

25%

Revenue:

10%

 John S. Mengucci

NATP:

90%

NATP:

90%

Revenue:

10%

Revenue:

10%

Thomas A. Mutryn

EPS:

75%

NATP:

90%

ROIC:

25%

Revenue:

10%

Gregory R. Bradford

UK NATP:

100%

UK NATP:

100%

2015 Changes

In fiscal 2015, the Compensation Committee changed the metrics used in the annual incentive plan for those who were most responsible for making and influencing capital allocation decisions, specifically Dr. London, Mr. Asbury, and Mr. Mutryn. As a result, the Compensation Committee implemented ROIC and EPS as metrics for these three executives.  In addition, due to the potential volatility of quarterly EPS and ROIC metrics, it was determined to use these metrics only for the annual performance measurement.

Annual Metrics

Target

Actual

Result

CACI NATP

$140.0

$126.2

Below Cut

CACI Revenue

$3,608

$3,313

Between Cut and Target

CACI EPS

$5.71

$5.17

Below Cut

CACI ROIC

6.10%

5.82%

Between Cut and Target

UK NATP

$11.0

$11.5

At Stretch

Based upon requests made by Messrs. London, Asbury and Mutryn, the annual incentive earned by them for performance above threshold levels for ROIC was voluntarily declined because they agreed that there were no actions during fiscal 2015 related to the usage of capital that merited them receiving payment for this while the Company finished below its NATP threshold, an event that significantly limited annual bonus payments for the rest of the Company. The amounts that would have otherwise been paid to each were Dr. London, $24,975; Mr. Asbury, $50,640; and Mr. Mutryn, $21,522.

CACI NATP ($)

CACI Revenue ($)

UK NATP ($)

Q1

Target

30.6

857.0

2.1

Actual

31.1

814.7

2.4

Result

Between Target and Stretch

Between Cut and Target

Above Stretch

Q2

Target

26.8

873.0

2.6

Actual

24.6

815.4

3.1

Result

Between Cut and Target

Between Cut and Target

Above Stretch

Q3

Target

28.0

913.0

2.7

Actual

29.0

817.8

2.8

Result

Between Target and Stretch

Below Cut

Between Target and Stretch

Q4

Target

43.0

882.0

2.7

Actual

41.4

865.5

3.2

Result

Between Cut and Target

Between Cut and Target

Above Stretch

Name

Target Annual Incentive ($)

Earned Annual Incentive ($)

Payout as a

Percentage of Target

J.P. London

500,000

183,528

36.7%

 Kenneth Asbury

1,000,000

367,720

36.8%

 John S. Mengucci

800,000

310,857

38.9%

 Thomas A. Mutryn

425,000

156,281

36.8%

 Gregory R. Bradford

405,000

765,728

189.1%

Grant: 3,000 Shares at Target

(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

2014 Target PRSU Value ($)

2015 Target

PRSU Value ($)

Percentage Change

J.P. London

780,000

850,000

9%

 Kenneth Asbury

—

—

—

 John S. Mengucci

1,039,000

1,200,000

15.5%

 Thomas A. Mutryn

1,100,000

1,100,000

—

 Gregory R. Bradford

435,000

435,000

—

Mr. Asbury received a stock grant upon his hiring in February 2013 in the form of 300,000 time-based RSUs (Restricted Stock Units); 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 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 2015. At their request, Dr. London and Mr. Asbury were not considered for participation due to their existing incentives and their desire to focus the LTIP incentive on other executives within the Company.

Name

Target Aggregate

3-Year LTIP Value ($)

 John S. Mengucci

2,400,000

 Thomas A. Mutryn

1,275,000

Metric

2014 LTIP:

FY15 Period Target ($)

2014 LTIP:

Metric Weights

2015 LTIP:

FY15 Period Target ($)

2015 LTIP:

Metric Weights

NATP

162.3

75%

147.0

90%

Revenue

3,767.0

25%

3,897.0

10%

Metric

FY15 Results ($)

2014 LTIP

FY15 Period Payout:

2015 LTIP

FY15 Period Payout:

NATP

126.2

—

—

Revenue

3,313.0

—

—

·

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.

·

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

Share Requirement

Approximate Multiple of Salary as of Measurement Date

J.P. London

75,000

~10x

 Kenneth Asbury

100,000

~10x

 John S. Mengucci

65,000

~9x

 Thomas A. Mutryn

45,000

~8x

 Gregory R. Bradford

30,000

~7x

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

2015

598,041

—

742,066

208,322

182,094

1,730,523

2014

576,495

—

780,393

264,456

99,249

1,720,593

2013

576,495

200,000

779,869

88,700

304,449

1,949,513

Kenneth Asbury

President and Chief Executive Officer

2015

835,417

—

—

418,361

75,157

1,328,935

2014

675,000

—

—

461,862

64,981

1,201,843

2013

275,503

400,000

15,870,000

—

2,813

16,548,316

John S. Mengucci

Chief Operating Officer,

President of U.S. Operations

2015

557,750

—

1,048,043

310,857

72,993

1,989,643

2014

533,000

—

1,540,421

354,353

54,419

2,482,193

2013

533,000

—

1,039,143

122,498

26,794

1,721,435

Thomas A. Mutryn

Executive Vice President,

Chief Financial Officer and Treasurer

2015

482,065

—

980,826

177,083

101,901

1,722,595

2014

460,782

—

1,540,421

221,930

102,939

2,326,072

2013

460,782

—

1,099,868

71,975

113,137

1,745,762

Gregory R. Bradford⁽⁶⁾

Chief Executive, CACI Limited,

President, U.K. Operations

2015

359,468

—

379,612

789,431

150,582

1,679,093

2014

353,144

—

435,653

934,478

105,244

1,828,519

2013

340,605

—

435,307

892,840

180,098

1,848,850

(1)

Amounts reported in the Salary column represent base salary earned in fiscal years 2015, 2014 or 2013.

(2)

The Company made a $200,000 special CEO transition bonus payment to Dr. London and a $400,000 guaranteed bonus payment, his fiscal year 2013 prorated Target level, to Mr. Asbury for fiscal year 2013. The Company did not make any other non-performance based bonus payments to any other NEOs in fiscal years 2015, 2014 or 2013.

(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, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 28, 2015. RSUs awarded to all NEOs other than Mr. Asbury during fiscal years 2013 - 2015, were in the form of performance-based RSUs. The grant date fair value of these awards was calculated using the Monte Carlo simulation method. Based on the Company’s performance during the year ended June 30, 2015 and the Company’s stock price for the 90 day period ended September 23, 2015 as compared to the stock price for the 90 day period ended September 23, 2014, the award is currently at 114% of the target award.  Based on the Company's performance during the year ended June 30, 2014 and the Company's stock price for the 90 day period ended September 13, 2014 as compared to the stock price for the 90 day period ended September 13, 2013, the final award was at 84.0% of the target award. Based on the Company’s performance during the year ended June 30, 2013, no awards for that fiscal year were earned. Such actual award number of units is reflected in the Outstanding Equity Awards at Fiscal Year-End table. The grant date fair value of awards to Mr. Asbury in fiscal year 2013 were based on the Company’s closing stock price on the date of the grant, as these awards were not subject to performance conditions.

(4)

Amounts reported in the Non-Equity Incentive Plan Compensation column represent performance-based incentive compensation earned in fiscal years 2015, 2014 or 2013. Fiscal year 2015 includes amounts earned by Dr. London, $24,795; Mr. Asbury, $50,640; and Mr. Mutryn, $21,522 but not paid per their request and Compensation Committee review.

(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)

($)

Other^(g)

Dr. London

29,637

85,143

3,929

7,800

—

55,585

—

Mr. Asbury

51,627

—

3,622

7,800

—

12,108

—

Mr. Mengucci

33,240

16,276

1,989

7,800

—

13,688

—

Mr. Mutryn

20,273

48,678

2,938

7,800

4,186

18,026

—

Mr. Bradford

—

47,400

4,170

7,101

—

20,795

71,116

(a)

Except for Mr. Bradford, who receives cash in lieu of eligibility under the plan, these amounts represent 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)

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

(e)

Value of discount granted under the Company’s Management Stock Purchase Plan by giving a discount on the stock price at the grant date (15% for fiscal year 2015).

(f)

For Dr. London includes a perquisite allowance of $25,000, tax and investment services of $17,835 and automobile expenses of $12,750; For Mr. Asbury includes tax and investment services of $10,701 and automobile expenses of $1,407; For Mr. Mengucci includes tax and investment services of $9,806 and automobile expenses of $3,882; For Mr. Mutryn includes automobile expenses of $18,026, For Mr. Bradford, automobile expenses of $20,795.

(g)

Represents $69,271 received in lieu of payments pursuant to the Non-Qualified Deferred Compensation Plan and $1,845 in payments under the United Kingdom Pension Plan.

(6)

Mr. Bradford’s compensation is paid in Pounds Sterling (GBP). The conversion to U.S. dollars is based on the average exchange rate in the month earned.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽¹⁾

Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽²⁾

Grant Date
Fair Value
of Stock
and
Option
Awards
($)⁽³⁾

Name

Grant Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

($)

Target

($)

Maximum

($)

Dr. London

     Bonus

N/A

137,500

500,000

800,000

—

—

—

—

     Performance RSUs

9/23/2014

—

—

—

—

10,380

20,760

849,707

Mr. Asbury⁽⁴⁾

     Bonus

N/A

280,000

1,000,000

1,600,000

—

—

—

—

     Performance RSUs

9/23/2014

—

—

—

—

—

—

—

Mr. Mengucci

     Bonus

N/A

224,000

800,000

1,280,000

—

—

—

—

     Performance RSUs

9/23/2014

—

—

—

—

14,660

29,320

1,200,068

Mr. Mutryn

     Bonus

N/A

119,000

425,000

680,000

—

—

—

—

     Performance RSUs

9/23/2014

—

—

—

—

13,440

26,880

1,100,198

Mr. Bradford

     Bonus

N/A

162,954

458,695

591,481

—

—

—

—

     Performance RSUs

9/23/2014

—

—

—

—

5,310

10,620

434,677

(1)

These amounts represent potential payouts under the 2015 incentive plan. The Maximum amount in column represents the bonus amount for each NEO at Stretch.  For performance above Stretch, NEOs are entitled to additional bonus payouts calculated as a percentage of the Company's NATP above Stretch.  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 2015.  

(3)

Amounts represent the grant date fair value of the stock awards granted to the named executive officer during fiscal year 2015 determined pursuant to ASC 718.

(4)

Mr. Asbury was not awarded any performance-based RSU grants during fiscal year 2015.

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Exercised
Options Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)

Option
Exercise
Price
($)

Option
Expiration
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

9/1/2011

—

—

—

—

6,822

⁽²⁾

551,832

—

—

9/13/2013

—

—

—

—

11,491

⁽³⁾

929,507

—

—

9/23/2014

—

—

—

—

10,861

⁽⁴⁾

878,546

6,920

559,759

Mr. Asbury

2/23/2013

—

—

—

—

300,000

⁽⁵⁾

24,267,000

—

—

Mr. Mengucci

2/27/2012

—

—

—

—

16,628

⁽⁶⁾

1,345,039

—

—

9/13/2013

—

—

—

—

22,682

⁽³⁾

1,834,747

—

—

9/23/2014

—

—

—

—

15,339

⁽⁴⁾

1,240,772

9,773

790,538

Mr. Mutryn

11/20/2008

3,200

—

37.67

11/19/2015

—

—

—

—

9/1/2011

—

—

—

—

9,622

⁽²⁾

778,324

—

—

9/13/2013

—

—

—

—

22,682

⁽³⁾

1,834,747

—

—

9/23/2014

—

—

—

—

14,063

⁽⁴⁾

1,137,556

8,960

724,774

Mr. Bradford

9/1/2011

—

—

—

—

3,804

⁽²⁾

307,706

—

—

9/13/2013

—

—

—

—

6,415

⁽³⁾

518,909

—

—

9/23/2014

—

—

—

—

5,556

⁽⁴⁾

449,425

3,540

286,351

(1)

Based on the $80.89 closing price of the Company's stock on June 30, 2015.

(2)

Stock awards granted on September 1, 2011 contain performance conditions whereby the number of units vesting depended upon the Company's financial performance for the year ended June 30, 2012 and the Company's stock price for the 90 day period ended September 1, 2012 as compared to the 90 day period ended September 1, 2011. The amounts in this column reflect the actual number of shares earned.  The stock awards vest as follows:  50% on September 1, 2014 and 50% on September 1, 2015.

(3)

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 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.  The stock awards vest as follows:  50% on September 1, 2016 and 50% on September 1, 2017.

(4)

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 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 number of shares earned through September 23, 2015; the actual number of shares earned will be determined after 9/23/17.  The stock awards vest as follows:  50% on September 23, 2017 and 50% on September 1, 2018.

(5)

Stock awards granted on February 20, 2013 vest as follows: 100,000 shares on February 20, 2016, 100,000 shares on February 20, 2017, and 100,000 shares on February 20, 2018.

(6)

Stock awards granted on February 27, 2012, that had not vested as of June 30, 2015 vest as follows: 50% on February 26, 2017; 10% on February 26, 2018; 10% on February 26, 2019; 10% on February 26, 2020; 10% on February 26, 2021; and 10% on February 26, 2022.

Option Awards

Stock Awards

Name

Number
of Shares
Acquired on
Exercise (#)

Value
Realized on
Exercise ($)⁽¹⁾

Number
of Shares
Acquired on
Vesting (#)

Value
Realized on
Vesting ($)⁽²⁾

Dr. London

—

—

20,661

1,490,071

Mr. Asbury

—

—

—

—

Mr. Mengucci

—

—

5,543

483,848

Mr. Mutryn

9,800

397,170

30,766

2,218,844

Mr. Bradford

—

—

12,163

877,196

(1)

These amounts are equal to the difference between the sales price of our common stock on the NYSE on the exercise date and the exercise price multiplied by the number of shares underlying the exercised option or stock settled stock appreciation right.

(2)

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

1,679

29,637

132,829

—

6,461,897

Mr. Asbury

5,098

51,627

1,315

—

119,361

Mr. Mengucci

40,152

33,240

2,000

—

127,852

Mr. Mutryn

26,216

20,273

28,148

—

714,726

Mr. Bradford

—

—

69,672

—

2,312,739

(1)

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

(2)

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

(3)

No amounts in the Aggregate Earnings column are reported as compensation in the Summary Compensation Table.

(4)

Certain amounts in the Aggregate Balance at Last Fiscal Year End column were previously reported in the Summary Compensation Table in the Salary and Non-Equity Incentive Plan Compensation columns (in the case of executive contributions) or in the All Other Compensation column (in the case of Company contributions). The amounts previously reported as executive and Company contributions were as follows: (i) Dr. London, $1,524,874 and $804,458; (ii) Mr. Asbury, $6,483 and $53,239 (iii) Mr. Mengucci, $24,007 and $27,591; (iv) Mr. Mutryn, $259,479 and $233,658; (v) Mr. Bradford, $958,780 and $286,530.

London

Asbury

Mutryn

Mengucci

Bradford

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

1.5x

2x

1x

1x

1x

Salary Multiple Upon Change in Control and Voluntary Termination for Good Reason or Involuntary Termination Without Cause

3x

2x

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

1x

Name

Total Cash

Severance⁽²⁾

Value of

Continuation

of Benefits⁽³⁾

Value of

Employee

Non-qualified

Retirement

Contributions⁽⁴⁾

Value of

Company

Non-qualified

Retirement

Contributions⁽⁵⁾

Value of

Vested

Equity

Awards⁽⁶⁾

Value of

Unvested

Equity

Awards⁽⁷⁾

Value of

280G Excise

Tax Partial

Protection⁽⁸⁾

Total

Separation Payment in event of Voluntary Termination or Retirement⁽¹⁾

Dr. London

—

189,442

5,618,322

838,664

—

1,662,209

N/A

8,308,637

Mr. Asbury

—

—

5,310

24,745

—

—

N/A

30,055

Mr. Mengucci

—

—

42,514

39,340

—

—

N/A

81,854

Mr. Mutryn

—

—

443,080

270,046

138,304

59,694

N/A

911,124

Mr. Bradford

—

—

2,026,209

286,530

—

588,879

N/A

2,901,618

Separation Payment in event of Termination for “Good Reason” or Without Cause by Company⁽¹⁾

Dr. London

900,000

189,442

5,618,322

838,664

—

1,662,209

N/A

9,208,637

Mr. Asbury

1,700,000

19,912

5,310

24,745

—

11,324,600

N/A

13,074,567

Mr. Mengucci

560,000

9,758

42,514

39,340

—

1,506,576

N/A

2,158,189

Mr. Mutryn

484,000

19,903

443,080

270,046

138,304

1,803,119

N/A

3,158,452

Mr. Bradford

361,000

—

2,026,209

286,530

—

588,879

N/A

3,262,618

Separation Payment following a Change in Control⁽¹⁾

Dr. London

3,139,637

189,442

5,618,322

838,664

—

3,160,615

—

12,946,680

Mr. Asbury

2,683,948

19,912

5,310

98,980

—

24,267,000

N/A

27,075,150

Mr. Mengucci

3,039,198

9,758

42,514

78,681

—

5,551,481

N/A

8,721,631

Mr. Mutryn

2,375,141

19,903

443,080

270,046

138,304

4,877,505

—

8,123,979

Mr. Bradford

2,343,194

—

2,026,209

286,530

—

1,685,667

—

6,341,600

(1)

Assumes that the executive officer resigned for “good reason” or was terminated without cause within one year of a change in control. Dr. London is entitled to this payment if he voluntarily terminates his employment for any reason within one year of a change in control.

(2)

For the Separation Payment following a Change in Control, includes incentive plan amounts earned but not yet paid for fiscal year 2015. For Mr. Mengucci and Mr. Mutryn, this also includes the annual bonus potential for the 2014 and 2015 LTIP, in accordance with the terms of those plans.

(3)

Assumes that Dr. London is entitled to receive lifetime medical benefits as previously described, and that Messrs. Asbury, Mengucci, and Mutryn are entitled to receive continuation of health benefits following the date of separation for reasons other than voluntary termination or retirement. For Dr. London, the table value therefore represents the present value (using a discount rate of 2.48%) of continued current medical, dental, and vision insurance coverage less the estimated portion of the cost, plus the amount required to cover all estimated applicable local, state and federal income and payroll taxes imposed with respect to such payments over Dr. London’s expected life span (based upon IRS Life Expectancy Tables). For Messrs. Asbury, Mengucci, and Mutryn, the table value represents the total values of continued current medical, dental, and vision insurance coverage over the duration of the coverage period, less the executive’s current portion of the cost, plus the amount required to cover all estimated applicable local, state and federal income and payroll taxes imposed with respect to such payment. Mr. Bradford is not entitled to continued benefits under his severance agreement.

(4)

Represents the value of monies deferred into the non-qualified retirement plan during employment, plus investment gains and losses, that would be payable upon termination.

(5)

Represents the value of all Company contributions paid into the non-qualified retirement plan on behalf of the executive officer during employment that would be payable upon termination.

(6)

Based on the difference between the closing price per share of the Company’s common stock as of June 30, 2015 and the applicable exercise price of the vested portion of the equity awards.

(7)

Based on the number of RSUs that would vest multiplied by the closing price per share of the Company’s common stock as of June 30, 2015. All equity awards to executive officers would vest upon separation in connection with a change in control. For the performance-based grants made in September 2014, the maximum number of RSUs would result upon a change in control. Mr. Mutryn would also receive the value of cash contributed to the MSPP plus interest upon a voluntary termination or retirement.

(8)

As described above under “Employment and Severance Agreements,” certain executive officers are entitled to partial protection against IRC section 280G excise taxes in the event of termination after a change in control. Specifically, their severance agreements provide for a one-time

payment to the executive equal to the lesser of two-thirds of the excise tax to the executive and $500,000. Based on the assumptions used in the preparation of the table, no payments would be due to the executives under this termination scenario.

Summary

Equity Compensation (Members)

Annual Retainer⁽¹⁾

Board

$120,000

Cash Compensation (Chairs)*

Annual Retainer