Accuray cuts consulting fees, accelerates equity vesting
Accuray Incorporated amended its Consulting Agreement with Dedication Capital, LLC, an affiliate of director Steven F. Mayer.
Rhea-AI Filing Summary
Accuray Incorporated amended its Consulting Agreement with Dedication Capital, LLC, an affiliate of director Steven F. Mayer. The amendment cuts by 50% the base consulting fee after March 31, 2026 through October 31, 2026 and reduces the minimum cash incentive amounts for the fiscal year ended June 30, 2026 and the fiscal quarter ended September 30, 2026. In exchange, time-based vesting was accelerated as of April 1, 2026 for 916,336 Initial Restricted Shares and all PSAs, while the remaining 333,004 Initial Restricted Shares vest on October 31, 2026. The changes are expected to generate at least $362,500 in cash savings for the company.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Consulting fee reduction: 50%
Fiscal 2026 cash incentive minimum cut: 50%
Mid-year incentive minimum cut: 50%
+4 more
7 metrics
Consulting fee reduction
50%
Base Consulting Fee after March 31, 2026 through October 31, 2026
Fiscal 2026 cash incentive minimum cut
50%
Minimum cash incentive award for fiscal year ended June 30, 2026
Mid-year incentive minimum cut
50%
Minimum mid-year cash incentive for quarter ended September 30, 2026
Accelerated Initial Restricted Shares
916,336 shares
Time-based vesting deemed satisfied as of April 1, 2026
Remaining Initial Restricted Shares
333,004 shares
Scheduled to vest on October 31, 2026
Expected cash savings
$362,500
At least this amount from reduced cash compensation under amendment
End Date extension
October 31, 2026
New End Date of the Consulting Agreement after amendment
Key Terms
Material Definitive Agreement, Consulting Agreement, Initial Restricted Shares, PSAs, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Consulting Agreement financial
"the Consulting Agreement with Dedication Capital, LLC ... dated October 18, 2025"
PSAs financial
"100% of the PSAs (as defined in the Consulting Agreement)"
End Date financial
"the End Date (as defined in the Consulting Agreement) was extended to October 31, 2026"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Accuray (ARAY) change in its consulting agreement on April 1, 2026?
Accuray amended its Consulting Agreement with Dedication Capital, LLC. The changes reduce cash compensation and modify equity vesting terms for shares tied to the arrangement, while extending the agreement’s end date to October 31, 2026.
How much cash does Accuray (ARAY) expect to save from the amended Consulting Agreement?
The amendment is expected to result in at least $362,500 in cash savings. These savings come from a 50% reduction in base consulting fees and lower minimum cash incentive awards for specified fiscal periods.
How were consulting fees for Dedication Capital changed by Accuray (ARAY)?
Accuray cut three cash components by 50%: the base consulting fee after March 31, 2026 through October 31, 2026, the minimum cash incentive for fiscal 2026, and the mid-year cash incentive minimum for the quarter ended September 30, 2026.
What equity awards were affected by Accuray’s (ARAY) amendment with Dedication Capital?
Time-based vesting was deemed satisfied as of April 1, 2026 for 916,336 Initial Restricted Shares and 100% of PSAs. The remaining 333,004 Initial Restricted Shares will vest on October 31, 2026 under existing equity plan documents.
Who is Dedication Capital in relation to Accuray (ARAY)?
Dedication Capital, LLC is an affiliate of Steven F. Mayer, a member of Accuray’s board of directors. The amended Consulting Agreement governs compensation and equity incentives related to the services provided through this affiliated consulting relationship.
When does the amended Consulting Agreement between Accuray (ARAY) and Dedication Capital end?
The amendment extends the agreement’s End Date to October 31, 2026. Until that date, the revised cash compensation structure and the updated vesting schedule for the Initial Restricted Shares and PSAs will govern the consulting relationship.
AI-generated analysis. How Rhea-AI works. Not financial advice.
