Tracy Weir
Chief Executive, CACI Limited, and President, U.K. Operations at 
CACI INTERNATIONAL INC /DE/
CACI INTERNATIONAL INC /DE/Executive
About Tracy Weir
Tracy Weir, 61, is Chief Executive of CACI Limited and President, U.K. Operations (appointed at the start of FY2025). She has been Managing Director of CACI Limited since January 2020 and previously served as Senior Vice President, Integrated Marketing Group (January 1998–January 2020) . In Ms. Weir’s first year in role, CACI reported approximately $8.6B annual revenue (FY2025) versus $7.66B in FY2024; corporate annual incentives paid on average 120.5% of target in FY2025, and Ms. Weir’s own bonus paid at 101.6% based on U.K. Net Income performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CACI Limited (UK) | Chief Executive, CACI Limited and President, U.K. Operations | 2025 – Present | Executive leadership of CACI’s U.K. operations |
| CACI Limited (UK) | Managing Director | Jan 2020 – Present | Senior management of CACI Limited U.K. business |
| CACI | Senior Vice President, Integrated Marketing Group | Jan 1998 – Jan 2020 | Led integrated marketing group |
External Roles
- No public company directorships or external board roles disclosed for Ms. Weir in the proxy .
Fixed Compensation
| Item | FY2025 |
|---|---|
| Base Salary (USD) | $388,267 |
| Target Annual Bonus ($) | $265,000 |
| Target Annual Bonus (% of Salary) | 68% |
| Actual Bonus Paid ($) | $269,280 (101.6% of target) |
| Long-Term Incentive Target ($) | $265,000 (50% RSUs / 50% PRSUs) |
| All Other Compensation | $11,636 (paid in lieu of U.K. pension plan) |
| Total Reported Compensation | $902,954 (Salary $388,267; Stock Awards $265,451; Bonus $237,600; All Other $11,636) |
Performance Compensation
Annual Bonus (Design and FY2025 Outcome)
| Component | Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Bonus | U.K. Net Income | 100% | Not disclosed | 101.6% of target payout | FY2025 bonus metrics tailored to U.K. operations |
Long-Term Incentives (Structure and Metrics)
| Grant Year (FY) | Instrument | Weight | Performance Metric | Performance Window | Vesting Terms |
|---|---|---|---|---|---|
| 2025 | PRSUs | 50% | 3-year cumulative Free Cash Flow | FY2025–FY2027 | Cliff vest after 3 years; payout 0–200% of target; threshold at 90% of 3-year FCF target; stretch at 110% |
| 2025 | RSUs | 50% | Time-based | n/a | Vest ratably over 3 years (equal annual tranches) |
| 2023 | PRSUs | n/a (legacy) | 3-year cumulative EBITDA | FY2024–FY2026 | Vest after 3 years, performance-based |
| 2022 | PRSUs | n/a (legacy) | 3-year cumulative EBITDA | FY2023–FY2025 | Vest after 3 years, performance-based |
CACI uses EBITDA and Revenue for corporate NEOs and specific U.S./U.K. profitability metrics for operating leaders; Ms. Weir’s FY2025 annual bonus was 100% tied to U.K. Net Income .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of Aug 25, 2025) | 3,866; includes 679 shares vesting within 60 days; <1% of outstanding |
| Shares Outstanding Reference | 21,993,796 as of Aug 25, 2025 |
| Stock Ownership Guideline | 5x base salary for Ms. Weir |
| Compliance with Guidelines | All NEOs, including Ms. Weir, were in compliance as of July 1, 2025 |
| Hedging/Pledging | Company has not adopted a formal hedging policy; pre-approval required for any transactions by executive officers/directors |
Outstanding and Unvested Equity Awards (as of 6/30/2025)
| Grant Date | Type | Unvested Units (#) | Market Value (USD) | Vesting/Performance Terms |
|---|---|---|---|---|
| 08/22/2022 | RSUs (MSPP) | 268 | $127,756 | Vest on 08/22/2025 |
| 10/01/2022 | RSUs | 122 | $58,157 | Vest 1/3 each on 10/1/2023, 10/1/2024, 10/1/2025 |
| 10/01/2022 | PRSUs | 364 | $173,519 | 3-yr cumulative EBITDA (FY2023–FY2025); vest after performance period |
| 10/01/2023 | RSUs | 213 | $101,537 | Vest 1/3 each on 10/1/2024, 10/1/2025, 10/1/2026 |
| 10/01/2023 | PRSUs | 319 | $152,067 | 3-yr cumulative EBITDA (FY2024–FY2026); vest after performance period |
| 10/01/2024 | RSUs | 262 | $124,895 | Vest 1/3 each on 10/1/2025, 10/1/2026, 10/1/2027 |
| 10/01/2024 | PRSUs | 262 | $125,372 | 3-yr cumulative Free Cash Flow (FY2025–FY2027); vest after performance period |
Notes:
- FY2025 realized vesting: 1,060 shares vested for Ms. Weir with $535,957 value realized .
- Initial Form 3 on 10/03/2024 reported 2,360 common shares and multiple RSU/PRSU blocks with explicit vesting schedules (including legacy 2020–2023 awards and MSPP deferrals) .
Employment Terms
Severance and Change-of-Control (CoC) Economics (as of FY2025)
| Scenario (as of 6/30/2025) | Total Cash Severance ($) | Continuation of Benefits ($) | Unvested Equity Value ($) | Total ($) |
|---|---|---|---|---|
| Termination without “Good Reason” or Retirement (not in CoC) | 97,067 | — | 606,362 | 703,429 |
| Termination for “Good Reason” or Without Cause (not in CoC) | 97,067 | — | 606,362 | 703,429 |
| Termination for “Good Reason” or Without Cause following a CoC (double trigger) | 97,067 | — | 863,304 | 960,371 |
Additional terms and governance:
- Ms. Weir falls under CACI’s general U.K. policy: three months’ severance with or without cause; CoC treatment generally double-trigger for NEOs with equity vesting provisions; performance awards typically pay at target if the performance period is incomplete upon a qualifying CoC termination .
- CACI maintains clawback policies compliant with SEC/NYSE rules and a broader legacy clawback for incentive awards .
- No tax gross-ups on perquisites; executive perquisites limited (e.g., auto allowance/benefits) .
Compensation Structure Analysis
- Mix and risk: FY2025 target LTI for Ms. Weir set at $265,000 split 50% PRSUs (3-yr FCF) and 50% RSUs (time-based), increasing performance orientation; annual bonus solely tied to U.K. Net Income, aligning pay with local P&L performance .
- Pay-for-performance outcomes: FY2025 corporate incentive achievement averaged 120.5%; Ms. Weir’s payout was near target at 101.6%, indicating U.K. Net Income modestly exceeded goals .
- Governance safeguards: Robust stock ownership guideline (5x salary) with retention requirements until compliant; all NEOs in compliance as of July 1, 2025 .
Risk Indicators & Red Flags
- Hedging policy: Company has not adopted a formal anti-hedging policy (pre-approval required for transactions), which is less restrictive than peers—monitor for any hedging/pledging activity (none disclosed for Ms. Weir) .
- Equity acceleration: Double-trigger CoC vesting; performance awards generally settle at target if measurement incomplete upon CoC—standard but worth tracking in M&A contexts .
- Say-on-Pay: 2025 Say-on-Pay passed (For: 17,611,682; Against: 965,909; Abstain: 34,249), indicating broad shareholder support of pay design .
Investment Implications
- Alignment and retention: Ms. Weir’s pay is tightly linked to U.K. profitability (annual) and multi-year FCF/EBITDA (LTI), with meaningful ownership requirements—supportive of alignment and retention .
- Near-term selling pressure: Regular RSU/PRSU vesting cycles and FY2025 vesting of 1,060 shares ($535,957 value realized) can create periodic supply; retention requirements mitigate some selling as half of net shares must be retained until fully compliant .
- Transition risk: Severance economics are modest (three months in U.K.) compared to U.S.-based NEOs; CoC protections exist but are not excessive. This lowers entrenchment risk but slightly increases transition risk if performance in U.K. operations weakens .
- Company performance context: FY2025 revenue scale (~$8.6B) and incentive payouts (average 120.5%) suggest solid execution; Ms. Weir’s payout near target implies U.K. performance met objectives without outsized adjustments .
Sources: CACI DEF 14A (2025) ; Form 8-K vote results (2025) ; CACI DEF 14A (2024) for performance and governance baselines ; Form 3 (10/03/2024) detailing Ms. Weir’s initial beneficial ownership and award schedules .