CACI International Inc.
06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:20
Management Change/Compensation (Form 8-K)
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2026, DeEtte Gray notified CACI International Inc (the "Company") of her intention to retire as President, U.S. Operations, effective June 30, 2026. At the Company's request, Ms. Gray has agreed to remain an employee of the Company as a Strategic Advisor from July 1, 2026 and December 31, 2026 (the "Transition Period") to support an orderly leadership transition.
In connection with her transition, the Company and Ms. Gray entered into a Transition and Separation Agreement dated June 3, 2026 (the "Transition Agreement"). The Transition Agreement, approved by the Company's Human Resources and Compensation Committee, outlines the substantive transition and advisory duties (the "Transition Duties") to be performed during the Transition Period and provides for the following compensation terms during the Transition Period:
•Base Salary: Prorated portion of annualized base salary of $763,497.
•Bonus: Ms. Gray will continue participation in the Company's annual bonus plan at a reduced rate of 50% of her base salary during the Transition Period, which equates to approximately 25% of her annualized base salary at target performance. The bonus amount earned will be pro-rated and payable in accordance with the Company's annual bonus plan.
•Long-Term Incentives: Ms. Gray will receive a significantly reduced long-term, time-based equity grant conditioned on the performance of the Transition Duties and compliance with the terms of the Transition Agreement. While she remains an employee, she will continue to vest in outstanding long-term incentive awards in accordance with their existing terms but will not be eligible to receive additional long-term incentive awards in 2026.
The Transition Agreement does not provide severance or change-in-control benefits and does not modify vesting terms for outstanding awards beyond existing plan provisions, and the compensation arrangements are aligned with her enumerated responsibilities during the Transition Period. Ms. Gray's incentive compensation during the Transition Period is subject to the Company's clawback policy.
The foregoing summary is qualified in its entirety by reference to the terms and conditions of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
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