Form 4: CACI Director Lisa Disbrow Boosts Stock Holdings

CACI International Inc. Director Lisa S. Disbrow reported an acquisition of common stock and Restricted Stock Units as part of her annual compensation.

Summary

• Lisa S. Disbrow, a Director and Chair of the Board at CACI International Inc. /DE/ (CACI), reported changes in her beneficial ownership.
• On October 16, 2025, Ms. Disbrow was granted 53 shares of CACI common stock.
• This grant of 53 shares is in connection with her annual retainer as Chair of the Board.
• Additionally, on October 16, 2025, Ms. Disbrow was granted 492 Restricted Stock Units (RSUs).
• These 492 RSUs will vest in four equal installments: 123 shares on January 14, 2026, 123 shares on April 14, 2026, 123 shares on July 13, 2026, and 123 shares on October 11, 2026.
• Following these transactions, Ms. Disbrow beneficially owns 1,987 shares of CACI common stock directly.
• She also beneficially owns 492 Restricted Stock Units directly.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates routine director compensation and increased insider alignment, which is generally viewed favorably by investors, though not a major market moving event.

Positives

• Increased insider ownership aligns management interests with shareholders.
• Stock-based compensation is a common practice to incentivize long-term performance.

Negatives

• Minor potential for dilution from the issuance of new shares, though typical for executive compensation.

Future Outlook

The filing outlines a future vesting schedule for 492 Restricted Stock Units, with installments occurring on January 14, 2026, April 14, 2026, July 13, 2026, and October 11, 2026, indicating a commitment to long-term incentive for the director.

Management Comments

• Ms. Disbrow was granted 53 shares of common stock on October 16, 2025 in connection with her annual retainer as Chair of the Board.
• On October 16, 2025, Ms. Disbrow was granted 492 Restricted Stock Units (RSUs) that will vest according to the following vesting schedule: 123 shares will vest on January 14, 2026, 123 shares on April 14, 2026, 123 shares on July 13, 2026 and 123 shares on October 11, 2026.

Industry Context

This transaction reflects a standard practice in corporate governance where non-employee directors receive a portion of their annual compensation in equity, such as common stock and Restricted Stock Units. This aligns their interests with long-term shareholder value, a common trend across various industries, particularly in the defense and government contracting sector where CACI operates.

Comparison to Industry Standards

• The use of stock grants and Restricted Stock Units (RSUs) for director compensation is a widely accepted practice across U.S. public companies, including peers in the government services and technology sectors like Leidos Holdings, Inc. (LDOS) and Booz Allen Hamilton Holding Corporation (BAH).
• The specific amounts granted are generally determined by board compensation committees based on factors such as company size, performance, and market benchmarks for director compensation, which typically include a mix of cash and equity.
• The vesting schedule for RSUs, often over several quarters or years, is also a common mechanism to encourage long-term commitment and performance alignment, similar to compensation structures seen at companies like General Dynamics (GD) or Lockheed Martin (LMT) for their board members.

Stakeholder Impact

• Shareholders: Minor increase in insider ownership, potentially signaling confidence. Minimal dilution from new share issuance.
• Management/Directors: Compensation aligns director's financial interests with long-term company performance.

Next Steps

• Vesting of 123 Restricted Stock Units on January 14, 2026.
• Vesting of 123 Restricted Stock Units on April 14, 2026.
• Vesting of 123 Restricted Stock Units on July 13, 2026.
• Vesting of 123 Restricted Stock Units on October 11, 2026.

Key Dates

Keywords

CACI International, Lisa S. Disbrow, Form 4, Insider Trading, Stock Grant, Restricted Stock Units, Director Compensation, Equity Compensation, CACI