CACI INTERNATIONAL INC /DE/ 8-K

What Happened
CACI International (CACI) filed an 8‑K reporting that DeEtte Gray notified the company on June 1, 2026 that she will retire as President, U.S. Operations effective June 30, 2026. At the company’s request, Ms. Gray agreed to remain employed as a Strategic Advisor from July 1 through December 31, 2026 to support an orderly leadership transition. The company and Ms. Gray entered into a Transition and Separation Agreement dated June 3, 2026, approved by CACI’s Human Resources and Compensation Committee. The report was filed on June 5, 2026.

Key Details

• Transition Period: July 1, 2026 – December 31, 2026; advisory duties defined in a Transition and Separation Agreement (dated June 3, 2026).
• Base salary: Ms. Gray’s annualized base salary is $763,497; she will receive a prorated portion during the Transition Period.
• Bonus & incentives: Continued participation in the annual bonus plan at 50% of base during the Transition Period (roughly 25% of annualized base at target); bonus pro-rated and paid per plan.
• Long‑term incentives: A significantly reduced, time‑based equity grant conditioned on transition duties and agreement compliance; she will continue to vest in existing awards per their terms but will not receive additional long‑term incentive awards in 2026.
• No severance/change‑in‑control benefits provided by the Transition Agreement; incentive compensation is subject to the company’s clawback policy.

Why It Matters
This filing documents a planned leadership change in CACI’s U.S. operations with a defined transition period to maintain continuity. From a financial standpoint, the agreement provides ongoing but reduced cash and equity compensation during the transition and does not include severance or special change‑in‑control payments, suggesting limited one‑time financial impact. Investors should note the management continuity plan and the reduced future incentive awards for this executive while monitoring any subsequent leadership appointments or organizational updates from CACI.