DeEtte Gray to shift to Strategic Advisor role at CACI (NYSE: CACI)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CACI International Inc announced that DeEtte Gray will transition from her role leading U.S. Operations effective June 30, 2026. She will remain with the company as a Strategic Advisor from July 1, 2026 through December 31, 2026 to support an orderly leadership transition.
A Transition and Separation Agreement dated June 3, 2026 defines her responsibilities and compensation during this period. Ms. Gray will receive a prorated portion of her $763,497 annual base salary, participate in the annual bonus plan at 50% of base salary during the Transition Period, and receive a significantly reduced, time-based equity grant tied to completion of her transition duties.
She will continue to vest in existing long-term incentive awards under their current terms but will not receive new 2026 long-term awards. The agreement provides no severance or change-in-control benefits, and all incentive compensation during the Transition Period remains subject to the company’s clawback policy.
Positive
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Negative
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Transition Period: July 1, 2026 – December 31, 2026
Annual base salary: $763,497
Bonus participation rate: 50% of base salary
+3 more
6 metrics
Transition Period
July 1, 2026 – December 31, 2026
Duration of Strategic Advisor role
Annual base salary
$763,497
Base used for prorated pay and bonus calculations
Bonus participation rate
50% of base salary
Annual bonus plan rate during Transition Period
Implied annualized bonus
≈25% of annual base salary
Target bonus relative to full-year base during transition
Agreement date
June 3, 2026
Date of Transition and Separation Agreement
Leadership role end date
June 30, 2026
Effective end of U.S. Operations leadership role
Key Terms
Transition and Separation Agreement, Transition Period, long-term incentive awards, change‑in‑control benefits, +1 more
5 terms
Transition and Separation Agreement financial
"the Company and Ms. Gray entered into a Transition and Separation Agreement dated June 3, 2026"
A transition and separation agreement is a written contract that spells out the responsibilities, timeline and financial terms when an employee—often a senior executive—leaves a company and helps hand over their duties. It covers things like pay or severance, any short-term support to train successors, confidentiality and return of company property; investors care because these deals affect cash costs, leadership continuity and legal or operational risks during a change, much like a detailed handoff note that keeps a project running smoothly.
Transition Period financial
"from July 1, 2026 and December 31, 2026 (the “Transition Period”) to support an orderly leadership transition"
long-term incentive awards financial
"she will continue to vest in outstanding long-term incentive awards in accordance with their existing terms"
change‑in‑control benefits financial
"The Transition Agreement does not provide severance or change‑in‑control benefits and does not modify vesting terms"
clawback policy financial
"Ms. Gray’s incentive compensation during the Transition Period is subject to the Company’s clawback policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
FAQ
What executive leadership change did CACI (CACI) disclose for DeEtte Gray?
CACI disclosed that DeEtte Gray will leave her U.S. Operations leadership role effective June 30, 2026 and serve as a Strategic Advisor from July 1 through December 31, 2026, focusing on an orderly leadership transition under a defined Transition and Separation Agreement.
What is the Transition Period for DeEtte Gray at CACI (CACI)?
The Transition Period for DeEtte Gray runs from July 1, 2026 through December 31, 2026. During this time she will serve as a Strategic Advisor, performing specified transition and advisory duties under a Transition and Separation Agreement approved by the Human Resources and Compensation Committee.
How is DeEtte Gray’s base salary handled during the CACI (CACI) Transition Period?
During the Transition Period, DeEtte Gray receives a prorated portion of her annualized base salary of $763,497. This reflects her modified Strategic Advisor role and is tied to the duration of the Transition Period as set out in the Transition and Separation Agreement’s compensation terms.
What bonus opportunity will DeEtte Gray have at CACI (CACI) during transition?
During the Transition Period, DeEtte Gray remains in CACI’s annual bonus plan at a reduced rate of 50% of base salary. This equates to roughly 25% of her annualized base salary at target performance, with any earned bonus prorated and paid under the plan’s usual timing.
What happens to DeEtte Gray’s long-term incentives at CACI (CACI)?
DeEtte Gray will receive a significantly reduced, time-based equity grant conditioned on performing her transition duties and complying with the agreement. She continues vesting in existing long-term awards under current terms but is not eligible for additional long-term incentive awards in 2026.
Does DeEtte Gray receive severance or change-in-control benefits from CACI (CACI)?
The Transition and Separation Agreement does not provide severance or change-in-control benefits for DeEtte Gray. It also does not alter vesting terms beyond existing plan provisions, instead aligning compensation with her defined responsibilities during the Transition Period as Strategic Advisor.