XML 39 R23.htm IDEA: XBRL DOCUMENT
v3.25.2

Stock-Based Compensation | 12 Months Ended
--- | ---
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Plan Summaries The stock-based compensation plans approved by the stockholders of the Company are the 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan), the Employee Stock Purchase Plan (ESPP), the Management Stock Purchase Plan (MSPP), and the Director Stock Purchase Plan (DSPP). The 2016 Plan provides CACI employees and members of the board of directors the opportunity to receive various types of stock-based compensation awards, which include, among others, RSUs and PRSUs. As of June 30, 2025, the total number of shares authorized for issuance under the 2016 Plan is 2,400,000. As of June 30, 2025, 926,343 shares remain available for issuance. As of June 30, 2025, we have outstanding RSU and PRSU awards under the 2016 Plan. Employee RSUs generally vest over a three-year service period in equal installments on each anniversary of the grant date. Employee PRSUs cliff vest at the end of the third fiscal year following the grant date, subject to meeting the minimum service requirements and the Company’s achievement of certain financial metrics, with the number of shares issued, if any, ranging up to 200% of the specified target shares. Directors receive an annual RSU grant as part of their compensation, which vests in four equal quarterly installments. The ESPP allows eligible full-time employees to purchase shares of the Company's common stock at 95% of the fair market value of share of common stock on the last day of the quarter. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and is considered non-compensatory for financial reporting purposes. The MSPP allows eligible employees with stock holding requirements a mechanism to receive RSUs at a discount in lieu of up to 100% of their annual bonus compensation. The discount is recognized as stock compensation expense ratably over the three-year vesting period. The DSPP allows directors to elect to receive RSUs at the market price of the Company's common stock on the date of the award in lieu of up to 100% of their annual retainer fees. As of June 30, 2025, there are 1,500,000, 500,000, and 75,000 shares authorized for issuance under the ESPP, MSPP and DSPP, respectively, and these plans are not material to our consolidated financial statements. Expense and Related Tax Benefits Recognized Stock-based compensation expense and related income tax benefits recognized under all plans are as follows (dollars in thousands):
| Year Ended June 30,
| 2025 |  | 2024 |  | 2023
RSUs | $ | 31,105 |  |  | $ | 30,355 |  |  | $ | 24,051 |
PRSUs | 29,072 |  |  | 23,549 |  |  | 15,592 |
Stock-based compensation expense | $ | 60,177 |  |  | $ | 53,904 |  |  | $ | 39,643 |
Income tax benefits recognized from stock-based compensation | $ | 22,683 |  |  | $ | 16,486 |  |  | $ | 10,110 |
During fiscal 2025, 2024, and 2023, the Company recognized $7.5 million, $2.9 million, and $1.1 million of excess tax benefits, respectively, which have been reported as operating cash inflows on the consolidated statements of cash flows. RSUs RSU activity for the year ended June 30, 2025, was as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested at June 30, 2024 | 222,052 |  | $ | 287.14 |
Granted | 82,190 |  |  | 496.46 |
Vested | (114,882) |  |  | 284.89 |
Forfeited | (14,121) |  |  | 334.16 |
Unvested at June 30, 2025 | 175,239 |  | $ | 383.18 |
The weighted average grant date fair value of the RSUs granted in fiscal 2025, 2024, and 2023 was $496.46, $318.15, and $264.49, respectively. The total fair value of RSUs that vested during fiscal 2025, 2024, and 2023 was $56.8 million, $31.6 million and $19.0 million, respectively. As of June 30, 2025, there was $38.2 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is expected to be recognized over a weighted average period of 1.93 years. PRSUs PRSU activity for the year ended June 30, 2025, was as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested at June 30, 2024 | 205,655 |  | $ | 278.79 |
Granted | 27,424 |  |  | 505.62 |
Adjustments | 1,726 |  |  | 265.12 |
Vested | (86,659) |  |  | 257.62 |
Forfeited | (6,443) |  |  | 302.05 |
Unvested at June 30, 2025 | 141,703 |  | $ | 334.62 |
For PRSUs granted, the actual number of shares to be issued upon vesting range between zero–200% of the specified target shares. The number of shares granted and forfeited are presented at 100% of the specified target shares in the table above. The number of shares vested reflects the number of shares issued based on the actual achievement of the performance goals. The adjustment reflects the increase or decrease in the number of shares vested compared to the number of shares that would have vested at target. The weighted average grant date fair value of the PRSUs granted in fiscal 2025, 2024, and 2023 was $505.62, $314.54, and $264.49, respectively. The total fair value of PRSUs that vested during fiscal 2025, 2024, and 2023 was $43.7 million, $26.9 million and $22.9 million respectively. As of June 30, 2025, there was $31.5 million of unrecognized compensation cost, net of estimated forfeitures, related to PRSUs, which is expected to be recognized over a weighted average period of 1.71 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration