DeEtte Gray - President, U.S. Operations | CACI INTERNATIONAL INC /DE/ (CACI) Executive Profile & Compensation

About DeEtte Gray

DeEtte Gray (age 55) is President, U.S. Operations at CACI (since July 2024). She previously led CACI’s Business & IT Solutions Sector (2019–2024) and served as President, U.S. Operations (2017–2019), after senior roles at BAE Systems and Lockheed Martin . Under the FY2025 incentive framework she oversaw, CACI delivered revenue of $8.628B and net income of $499.8M, with EBITDA and key U.S. Ops metrics between Target and Stretch; FY2025 TSR translated a $100 initial investment into $219.80 .

Past Roles

Organization	Role	Years	Strategic scope/notes
CACI	President, U.S. Operations	Jul 2024 – Present	Executive officer leading U.S. operations
CACI	President, Business & Information Technology Solutions Sector	Jul 2019 – Jul 2024	Led BIT Solutions Sector
CACI	President, U.S. Operations	2017 – 2019	Prior leadership of U.S. Ops
BAE Systems, Inc.	President, Intelligence & Security Sector	2012 – 2017	Senior leadership in national security market
Lockheed Martin	VP, IS&GS – Defense Product Line	2007 – 2012	Senior role in defense product line

Fixed Compensation

Fiscal year	Base salary ($)	Source
FY2025	712,990

Perquisites (FY2025):

Automobile expenses: $5,094; Tax and investment services: $22,032 .

Performance Compensation

Annual Cash Bonus (FY2025)

Summary: Ms. Gray’s FY2025 earned bonus was $1,143,985 (128.4% of target), including a 110% Individual Modifier; without the modifier, payout would have been 116.7% .
Gate: U.S. Operations EBIT Dollars must meet a minimum to qualify (met) .

Metric (U.S. Ops unless noted)	Weight	Target	Actual	Result vs target	Notes
EBIT Dollars ($M)	Gate	878.7	909.1	Met minimum	Gate to bonus payment
EBIT Margin %	40%	10.64%	10.9%	Between Target and Stretch	Cut 93%, Stretch 107% of Target
Revenue ($M)	30%	8,257	8,341	Between Target and Stretch	Cut 90%, Stretch 120%
Collections ($M)	30%	8,257	8,294	Between Target and Stretch	Cut 90%, Stretch 120%
Company EBITDA ($M)	—	941.85	966.85	Between Target and Stretch	Corporate metric context
Company Revenue ($M)	—	8,398	8,627	Between Target and Stretch	Corporate metric context
Earned Bonus ($)	—	891,238	1,143,985	128.4% of Target	Individual Modifier 110%

Program guardrails: Annual bonus cap 250% of target; Individual modifier ±25%; Cut/Target/Stretch calibration as shown above .

Long-Term Incentives (granted Oct 1, 2024 for FY2025 program)

Mix: 50% RSUs (time-based, 3-year ratable vesting) and 50% PRSUs (3-year performance) .
Performance PRSUs: Metric is 3-year cumulative Free Cash Flow (FY25–FY27). Vesting: 50% at 90% of target (threshold), 100% at target, 200% at 110% of target (stretch). Vest at the end of year 3 .

Award (Grant date)	Shares (Target)	Grant-date fair value ($)	Vesting schedule
RSUs (10/1/2024)	1,978	1,000,116	1/3 each on 10/1/2025, 10/1/2026, 10/1/2027
PRSUs (10/1/2024)	1,978 (Target)	1,000,116	Cliff vest after 3 years; 50–200% earned based on 3-year cumulative FCF (90–110% of target)

Prior-cycle PRSUs (context): FY2023/2024 PRSUs are tied to 3-year cumulative EBITDA (ending FY2025/FY2026) .

Upcoming Vesting and Outstanding Awards (as of 6/30/2025)

Grant date	Type	Unvested shares	Next vest/measurement	Valuation notes
4/26/2022	Time-based RSUs	10,636	4/26/2026 (single vest)	$5,070,181 market value at $476.70 close (6/30/2025)
10/1/2022	Time-based RSUs	894	Equal installments 10/1/2023–10/1/2025	$426,170 market value at 6/30/2025
10/1/2022	PRSUs (3-yr EBITDA)	2,682	Performance period FY2023–FY2025	$1,278,509 market value at 6/30/2025
10/1/2023	Time-based RSUs	2,124	Equal installments 10/1/2024–10/1/2026	$1,012,511 market value at 6/30/2025
10/1/2023	PRSUs (3-yr EBITDA)	3,186	Performance period FY2024–FY2026	$1,518,766 market value at 6/30/2025
10/1/2024	RSUs	1,978	Equal installments 10/1/2025–10/1/2027	See above
10/1/2024	PRSUs (3-yr FCF)	1,978 (Target)	Performance period FY2025–FY2027	See above

Note: Market values use $476.70 close on 6/30/2025 (footnote references) .

Equity Ownership & Alignment

Item	Data	Source
Beneficial ownership (shares)	34,963 (includes 5,297 RSUs vesting within 60 days)
Ownership as % outstanding	<1% (denoted by “*” in table)
Stock ownership guideline	5x base salary for Ms. Gray
Compliance with guideline	All NEOs were in compliance as of July 1, 2025
Hedging / Pledging	Insider Trading Policy prohibits hedging; no pledging disclosed in proxy
Sale restrictions until compliant	Executives may sell only half of net shares from vesting until full compliance

Insider selling pressure context:

Multiple RSU tranches vest annually each October; however, policy requires retaining half of net vest shares until guideline is fully met, dampening near-term sale flow .
PRSUs concentrate vesting at performance period end (in FY2027 for FY2025 grants), creating potential event-driven supply but aligned with longer-term performance .

Employment Terms

Provision	Terms for Ms. Gray	Source
Employment status	Executive officer; President, U.S. Operations (since July 2024)
Severance (no CIC)	Company policy: 6 months’ base salary upon involuntary separation without cause
Severance (with CIC)	Cash severance only upon termination without cause by Company; equity generally double-trigger; see totals below
Non-compete / Non-solicit	Post-2022 grants: continued vesting upon termination without cause (≥1 year post-grant) subject to non-compete and non-solicit covenants
Equity vesting on CIC	“Double trigger” since 2010 (CIC plus qualifying termination)
Retirement treatment	For FY2022+ grants, retirement eligible (Rule of 65; age ≥55 and service) → continue to vest as if employed
Clawback	SEC 10D-compliant clawback plus broader SOX 304-style policy
Deferred compensation	Aggregate balance $2,503,098; aggregate earnings FY2025 $145,010

Illustrative severance/CIC values (as of 6/30/2025):

Termination without cause (no CIC): Total $12,159,711 (includes $356,495 cash severance and $9,306,137 unvested equity value) .
Termination without cause following a CIC: Total $14,045,536 (includes $356,495 cash severance and $11,191,963 unvested equity value) .

Additional Program Governance and Context

Pay philosophy: Majority at-risk; FY2025 target TDC mix ~65% LTI, 21% STI, 14% base at the program level .
FY2025 target compensation for Ms. Gray: Base $712,990; Target bonus $891,238 (125% of base); Target equity $2,000,000 (50% RSUs/50% PRSUs) .
Performance factors: Corporate metrics (Revenue, EBITDA), U.S. Ops metrics (EBIT Dollars, EBIT Margin %, Revenue, Collections); FY2025 included impact of the Azure Summit Technologies acquisition in targets .
Say-on-Pay support: 98% approval in 2024; prior years 96% (2022) and 94% (2023) .
Peer group used for benchmarking (FY2025): BAH, Bread Financial, Broadridge, Cognizant, FIS, Fiserv, Jacobs, KBR, L3Harris, Leidos, MAXIMUS, Parsons, SAIC, Tetra Tech, Unisys .
Related party transactions: None requiring disclosure for executive officers .

Investment Implications

Pay-for-performance alignment: Ms. Gray’s 2025 bonus outcomes and LTI design tightly link pay with U.S. Operations profitability/margin and 3-year cash flow, reinforcing value-creation through disciplined growth and cash conversion .
Retention risk: Moderate. She has sizeable unvested RSUs/PRSUs across 2022–2024 grants and a 5x salary ownership requirement, with continued vesting provisions tied to non-compete/nonsolicit, supporting retention and alignment .
Selling pressure: Manageable. Annual RSU vesting could add periodic supply, but mandatory retention of half of net vested shares until guideline compliance and the concentration of PRSU vesting at cycle-end temper near-term disposition risk .
Change-in-control economics: No individual CIC agreement; cash severance limited (6 months base on non-CIC termination), with double-trigger equity—balanced shareholder protections without excessive cash obligations .
Governance quality: Robust clawbacks, no tax gross-ups, no option repricings, and strong shareholder support on Say-on-Pay reduce red-flag risk and indicate healthy compensation oversight .