Retired Officer Hires: Post-Government Rules for Contractors

You found the perfect hire. She is a retired colonel. She ran the program office your company now supports. She knows the customer, the history, and the people. Your capture team wants her on the proposal by Friday.

Stop there first. A recently retired officer can carry legal limits into your company. Some limits stop her from talking to her old office for you. One can stop you from paying her at all for a year.

On a DoD contract, you have your own duty to check a document before her first paycheck. Get it wrong and the risk lands on your contract, not only on her.

This guide covers the employer side of the post-government employment rules. It walks through what you check and what you keep in the file. It also covers how you staff her around the limits. We wrote the version for veterans separately, so this one skips the job-seeker advice. This is not legal advice. Each rule turns on facts, so bring your counsel in early.

Which rules can follow a retired officer to your company?

Four sets of rules matter most for a defense contractor. General and flag officers add a fifth, a DoD lobbying ban covered below. They come from different laws, and each one asks a different question. Keep them apart, because they are easy to mix up.

• The talking bars (18 U.S.C. 207): These limit who she can contact at the government on your behalf. They do not stop her from working for you.
• The pay ban (41 U.S.C. 2104): This stops some former acquisition officials from taking pay from a contractor for one year.
• The DoD opinion letter (DFARS 252.203-7000): This puts a duty on you. You must check that a covered former DoD official asked for an ethics opinion before you pay her.
• The job-contact report (41 U.S.C. 2103): This applies while she is still serving. It covers job talks with a company that is bidding on her procurement.

One scope note helps right away. The federal ethics rules define who counts as an employee for the talking bars. That definition leaves out enlisted members of the Armed Forces (5 CFR 2641.104). So the 207 bars reach officers.

The pay ban, the job-contact rule, and the DoD opinion letter turn on roles instead. They can reach an enlisted member who held one of those roles. This guide focuses on officers because the 207 bars apply to them.

Retirees also need approval before taking a job or pay from a foreign government (37 U.S.C. 908). Their service Secretary and the Secretary of State both have to approve it. That is its own topic, and we leave it out here.

What does the lifetime bar mean for your team?

This bar never ends. Read the text of 18 U.S.C. 207 and the shape is clear. It has a few parts, and all of them must line up.

• A particular matter with specific parties: Think of a named contract, a bid, a claim, or a protest. Broad policy work usually doesn't count.
• Personal and substantial work: She took part herself, and in a real way. Sitting near the work isn't enough. Running it or deciding on it often is.
• Contact made to influence: She calls, emails, or shows up at a meeting to sway a government decision.
• On behalf of someone else: That someone is your company.

Take a plain example. Say she ran the source selection for a contract your company now holds. For life, she may not contact the government for you to influence that contract. That includes calls about a change to it or a claim under it.

Notice what the bar does not say. It does not stop her from working on that contract inside your company. The rules say this plainly. A former employee may still help another person. The help just can't involve contact with the government (5 CFR 2641.201). People call that behind-the-scenes help. We come back to it in the staffing section.

What changes in the first one and two years?

Two shorter bars sit on top of the lifetime one. Both start when her government service ends. So ask for her exact end date in writing.

The two-year bar on her old area

This bar is wider than the lifetime one in one way. She does not have to have worked the matter herself. It reaches matters with specific parties that were under her official responsibility. The test is whether the matter was pending there in her last year of service. For two years, she may not contact the government for you about those matters.

Think about a program manager or a commander. Many contracts may have sat under her. She may not have touched each one. But for two years, all of them may be off limits for her to contact the government about.

The one-year cooling-off for general and flag officers

This bar hits senior people. For officers, the statute names those who served at pay grade O-7 or above. For one year, she may not contact her former agency for you. That covers a request for official action on any matter. That last part is the key. It isn't limited to matters she worked. It can be any matter at all.

So a retired brigadier general may not pitch her old agency for you in year one. That holds even for a brand-new effort she never saw. Plan your sales work around that date.

The OGE director can waive this one-year bar for some positions. Don't assume a waiver exists. Ask, and get it in writing.

General and flag officers face one more DoD rule. Section 1045 of the 2018 defense authorization law limits lobbying on DoD matters after they leave. The ban lasts one year for O-7 and O-8. It lasts two years for O-9 and above. DoD's ethics office says it also covers behind-the-scenes work that supports lobbying contacts. Ask counsel how it fits her role.

Can you pay a former acquisition official at all?

This rule has its own test, and the test is about pay. Under 41 U.S.C. 2104, some former officials may not take pay from a contractor for one year. That covers pay as an employee, officer, director, or consultant.

The year is not tied to her retirement date. For a selection role, it starts at contract award, or at selection if she left first. For a program role, it starts on her last day in that role. For a decision, it starts on the day she made it.

The ban applies when she held one of these roles. Each one is tied to a contract over $10 million with your company.

• Selection roles: She was the procuring contracting officer or the source selection authority. Or she sat on the source selection evaluation board, or led a financial or technical evaluation team. This counts when your company was picked for award.
• Program roles: Program manager, deputy program manager, or administrative contracting officer on a contract awarded to you.
• Personal decisions: She personally decided to award a contract, order, or modification to you. Or she set your rates, approved your payments, or settled a claim with you. Each one counts when it is over $10 million.

There's one narrow way out. She may take pay from a division or affiliate of your company in some cases. That unit can't make the same or similar products or services as the unit that held the contract. That's a fact question, so let counsel make the call.

Why this matters to you: the statute names the contractor too. Say a company pays a former official and knows the pay breaks this ban. That company is open to the penalties in the next section of the law.

The FAR repeats this pay ban at 3.104-3(d). The statute also lets her ask her agency ethics official for advice. The question is whether the ban applies to her. That advice is exactly what you want to see.

Suppose the written opinion clears her to take your pay. If she relies on it in good faith, neither of you knowingly broke the ban (FAR 3.104-6).

What must you check before the first paycheck on a DoD contract?

This step is easy to miss, because it is your duty, not hers. Look at DFARS 252.203-7000. DoD tells contracting officers to put this clause in all solicitations and contracts, including commercial ones. So check your contract for it.

Who counts as a covered DoD official

The clause covers someone who left DoD service on or after January 28, 2008. She also has to meet one of two tests:

• Rank plus work: She took part personally and substantially in an acquisition over $10 million. And she served as a general or flag officer at O-7 or above. Senior Executive Service and Executive Schedule jobs count too.
• Role on a big contract: She held a named role on a contract over $10 million. The list covers program manager and deputy program manager. It also covers the procuring or administrative contracting officer and the source selection authority. Evaluation board members and evaluation team chiefs count too.

Look at the second test closely. It has no rank floor. A retired major who served as a deputy program manager on a large contract can be covered.

What you have to confirm

For two years after she leaves DoD, you may not knowingly pay her without checking first. You must find that she asked for a written opinion from her DoD ethics counselor. The opinion covers the work she is expected to do for you.

Then one of two things must be true. She got the opinion, or she asked at least 30 days ago and has not heard back.

Skip this, and the clause names the risk. It can lead to rescission of the contract, suspension, or debarment. A midsize firm with one or two prime contracts can't shrug that off.

What should you ask a retired officer in the interview?

A well-prepared candidate will expect these questions. Ask them early, before you build a role around her.

1. Her end date: "What was your official retirement or separation date?" The talking bars and the DoD opinion window run from there.
2. Her pay grade: "What was your final grade?" O-7 and above changes the one-year picture.
3. Her acquisition roles: "Were you a program manager, deputy, or contracting officer?" Also ask about source selection boards. Get contract names and values. Ask for the dates too, since the pay ban's year can start before she retires.
4. Our contracts: "Did you work on any contract our company holds or bid on?" Hand her the list.
5. Her opinion letter: "Have you asked your ethics counselor for a written post-employment opinion? Can you share it?"
6. The scope of that letter: "Does the letter describe this job?" An opinion written for a different role may not help you.

One more check if she is still in uniform. Under 41 U.S.C. 2103, some officials must report job contact with a bidder. The rule covers an official working personally and substantially on that procurement.

The rule applies to contracts over the simplified acquisition threshold. She must report in writing to her supervisor and her ethics official. Then she must either reject the job talk or step back from that procurement.

That law names the bidder too. A bidder that keeps talking jobs with her, knowing she has not done this, faces penalties. If your company bids on her procurement, ask whether she reported the contact before you go further.

What belongs in the hiring file?

If a question ever comes up, the file is your answer. Build it before she starts, and keep it with her other hiring records. A short checklist:

• Her end-of-service date: Put it in writing, signed by her.
• Her final grade and last few jobs: Include any acquisition roles, with contract names and dollar values.
• The ethics opinion: Keep a copy of the written opinion. If it has not come yet, keep proof of the date she asked.
• Your contract check: Write down which of your contracts carry 252.203-7000 and whether she touched any of them.
• Your bid representation: DoD solicitations include DFARS 252.203-7005. Your offer states that covered former DoD officials on the contract follow these rules. This file backs up that statement.
• Counsel's sign-off: Get a short memo or email. It should clear the role, the pay start date, and any limits.
• Her written limits: List the matters she must stay off, and the date each limit ends.
• A start-date gate: Make sure payroll does not start her before the file is complete.

Treat this like your clearance onboarding. You wouldn't put a new hire on a classified program without the paperwork. The steps for onboarding a cleared veteran under a contract DD-254 follow the same habit. Check first, then start.

How do you staff her around the limits?

Most limits in this guide are about contact, not work. That gives you room to work. A former official can often add real value inside your company. She just stays out of the room with the government.

Behind the scenes versus contact

The rules draw the line at a communication or an appearance. A phone call to her old office is a communication. Attending a meeting with agency staff is an appearance. The rules give an example where a former employee goes to an agency meeting and says nothing. That can still count as an appearance.

So "she will just sit in" is not a safe plan. If a limit covers a matter, keep her off the call and out of the meeting. Don't copy her on email to the customer about it either.

For a retired general or flag officer, check the Section 1045 lobbying ban first. It can reach behind-the-scenes support.

Behind-the-scenes work can look like this, if counsel agrees:

• Proposal work: Review a draft, test the solution, and coach your team on what the customer cares about.
• Internal training: Teach your program staff how the program office works.
• Other customers: Lead capture work with agencies outside her limits.
• Delivery support: Advise your program manager on risks, with someone else as the voice to the government.

One caution on proposal work. The rules on the use of information she learned in service are separate from the contact bars. Ask counsel how far her proposal role can go, especially on a bid her old office will judge.

Write the limits down and tell the team

A limit only works if your team knows it. Send a short note to her manager and the capture lead. Name the matters she must stay off and the end date of each one. Give the team a person to call when a meeting invite looks risky.

Watch the billing seat too. If she bills on a contract she is barred from contacting the government about, her labor category matters. A role that needs customer contact may be the wrong seat. Our guide to mapping military experience to billable LCATs covers that step. Do it after the ethics check, not before.

Plan for the dates

Put each end date on a calendar. The one-year cooling-off bar lifts first. For an O-7 or O-8, the Section 1045 lobbying ban ends at the same time. The two-year bar and the DoD opinion window lift next. For an O-9 or above, the Section 1045 ban lasts two years. The pay ban runs on its own clock, so it may already be over. The lifetime bar never lifts.

When a date passes, update her written limits and tell the team. In year two, an O-7 or O-8 may be free to pitch her old agency. Check the two-year and lifetime bars with counsel first.

What to Do Next

Pick one open role and run it through this guide before you make an offer.

1. Get her dates and roles: End date, final grade, and acquisition jobs with contract values.
2. Match them to your contracts: List which ones she touched and which carry 252.203-7000.
3. Ask for the opinion letter: Confirm it covers the job you plan to give her.
4. Send it all to counsel: Ask for a short written clearance. It should cover the role and the pay start date.
5. Write her limits down: Share them with her manager and capture lead.

A strong retired officer is often worth the extra time. She may bring program depth your team cannot get any other way.

Building a wider bench? Our guide on how government contractors hire cleared veterans covers the rest of the pipeline. A sub in a teaming deal should also read our subcontractor hiring guide. Is a strong officer weighing other offers? The steps to close a candidate with multiple offers still apply.

Best Military Resume can help you find the candidates in the first place. Over 1,000 new profiles are added every month. And 76,598 resumes have been built on the platform so far. If you want access to that talent pool, reach out on our partner page.