01/07/2025 | Press release | Distributed by Public on 01/07/2025 15:17
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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Page
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Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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1
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Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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8
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Annual Meeting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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9
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Proposal 1 Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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12
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Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . .
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20
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Proposal 3 Approval of an Amendment to the Company's Certificate of Incorporation to Update the
Exculpation Provision Under the Delaware General Corporation Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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22
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Proposal 4 Advisory Resolution to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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24
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Proposal 5 Stockholder Proposal Regarding the Ratification of Severance Compensation . . . . . . . . . . . . . . . . .
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25
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Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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29
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Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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38
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Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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39
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Compensation Governance, Process and Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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42
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Elements of Our Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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45
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Performance Earnings Program - 2024 Achievements and Payouts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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50
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Other Programs, Policies and Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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52
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Report of the Compensation and Organization Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . .
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54
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Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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55
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CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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63
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Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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64
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Directors' Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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68
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Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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70
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Report of the Audit Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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71
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Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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73
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Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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74
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Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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76
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Annex A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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A-1
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Annex B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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A-3
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AECOM
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1
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2025 PROXY STATEMENT
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Meeting Information
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Record Date:
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January 6, 2025
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Meeting Date:
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February 28, 2025, 10:00 a.m. Central Time
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Location:
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Virtual live webcast. You will be able to attend the annual meeting, vote, and submit questions during
the meeting by visiting www.meetnow.global/MGQPQSJ. Further information regarding attendance,
including how to access the virtual meeting, is set forth in the "Attending the Virtual Annual Meeting"
section of the Proxy Statement.
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Stockholder Voting Matters
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Proposal
Number
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Description
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Board's Voting
Recommendation
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Page
Reference
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1
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Elect directors to serve until our 2026Annual Meeting of Stockholders.
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FOR EACH
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12
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2
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Ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm for Fiscal Year 2025.
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FOR
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20
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3
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Approval of an amendment to the Company's Certificate of Incorporation
to update the exculpation provision under the Delaware General
Corporation Law.
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FOR
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22
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4
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Advisory vote to approve our executive compensation.
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FOR
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24
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5
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Consider and act upon a stockholder proposal regarding the ratification
of severance compensation, if properly presented.
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AGAINST
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25
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How to Vote
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Vote Online
You can vote your shares online by
following the instructions on your
proxy card
(www.envisionreports.com/ACM).
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Vote by Phone
You can vote your shares by
phone by following the instructions
on your proxy card
(1-800-652-8683).
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Vote by Mail
You can vote your shares by mail by
requesting a printed copy of the proxy
materials and signing, dating and
mailing the enclosed proxy card to:
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Proxy Services
C/O Computershare Investor Services
P.O. Box 43101
Providence, RI 02940-5067
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AECOM
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2
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2025 PROXY STATEMENT
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Our Current Board of Directors
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Name
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Age
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Director
Since
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Primary (or Former) Occupation
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Independent
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Committee
Memberships
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Bradley W. Buss
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61
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2020
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Former Chief Financial Officer of SolarCity
Corporation and former Chief Financial Officer of
Cypress Semiconductor Corporation
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Yes
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CO, NG*
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Lydia H. Kennard**
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70
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2020
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Founder and Chief Executive Officer of KDG
Construction Consulting
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Yes
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NG
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Derek J. Kerr
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60
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2023
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Former Vice Chair and Chief Financial Officer of
American Airlines
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Yes
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A, CO
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Kristy Pipes
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65
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2022
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Former Chief Financial Officer of Deloitte Consulting
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Yes
|
A*
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Troy Rudd
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60
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2020
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Chief Executive Officer, AECOM
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No
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None
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Douglas W. Stotlar†
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64
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2014
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Former President and Chief Executive Officer,
Con-way Inc.
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Yes
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A, CO
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Daniel R. Tishman
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69
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2010
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Principal and Vice Chairman of Tishman Holdings
Corporation
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Yes
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CO*
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Sander van 't Noordende
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61
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2021
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Chief Executive Officer of Randstad; Former Global
Chief Executive of Products Operating Group at
Accenture
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Yes
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CO, NG
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General Janet C. Wolfenbarger
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66
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2015
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General (Retired), United States Air Force
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Yes
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A, NG
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A = Audit Committee
CO = Compensation and Organization Committee
NG = Nominating and Governance Committee
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* = Committee Chair
† = Chairman of the Board
** = Director is not standing for re-election at the 2025 Annual Meeting
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AECOM
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3
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2025 PROXY STATEMENT
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Delivering Best-in-Class Governance
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Board Oversight and Governance
Disclosures
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ü
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Established lead independent director role to ensure continued best-in-class
Board independence and oversight practices.
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ü
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A highly diverse Board with a great breadth of expertise.
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ü
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Director maximum term of service limit set at 12 years.
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ü
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Mandatory director retirement age set at 72 for new directors, consistent
with the board refreshment and succession planning objectives.
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ü
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Annual publication of political contributions disclosure to provide
transparency into the Company's government and political engagements.
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Commitment to Sustainability and
Resilience
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ü
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Maintain an internal Global Sustainable Legacies Council co-led by
Company President Lara Poloni and Chief Legal Officer David Gan and
comprised of leaders across the organization to elevate and drive our
commitment to best-in-class sustainability practices throughout the
Company.
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ü
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Incorporate sustainability-related key performance indicators (KPIs) in
compensation metrics for CEO and other Named Executive Officers
("NEOs").
|
|
ü
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Annual publication of sustainability report that includes disclosures aligned
with the TCFD and SASB reporting frameworks.
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Majority Voting
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ü
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Majority voting in uncontested elections of directors.
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Governance to Protect Stockholder
Interests
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ü
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Allow for proxy access for director nominations.
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ü
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Stockholders have the right to call a special meeting of stockholders.
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ü
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No supermajority requirement to approve business combinations.
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AECOM
|
4
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2025 PROXY STATEMENT
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Corporate Governance Highlights
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Current
Size
of Board
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Current Number
of Independent
Directors
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Average
Director
Tenure (years)
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9
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8
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6.7
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Audit, Compensation and Organization, and Nominating and Governance Committees Consist Entirely of
Independent Directors
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Yes
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Annual Election of All Directors
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Yes
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Annual Advisory Say-on-Pay Vote
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Yes
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All Directors Attended More than 75% of Meetings Held
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Yes
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Independent Directors Meet Regularly in Executive Session
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Yes
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Annual Board and Committee Self Evaluations
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Yes
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Code of Business Conduct and Ethics
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Yes
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Corporate Governance Guidelines
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Yes
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Director Term of Service Limits and Mandatory Retirement Age
|
Yes
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Stock Ownership Guidelines for Directors and Executive Officers
|
Yes
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Stockholder Rights Plan (Poison Pill)
|
No
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Proxy Access
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Yes
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Stockholder Right to Call a Special Meeting
|
Yes
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Supermajority Provision to Approve Business Combinations
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No
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Adopted Majority Voting in Uncontested Director Elections
|
Yes
|
AECOM
|
5
|
2025 PROXY STATEMENT
|
Executive Compensation Practices
|
ü
|
Pay for Performance- A majority of the compensation opportunity for our NEOs is based on the achievement of
key measures that drive value creation, including Adjusted Earnings Before Interest, Taxes, Depreciation, and
Amortization ("Adjusted EBITDA"), segment adjusted operating margins, adjusted earnings per share growth, free
cash flow, Return on Invested Capital ("ROIC") improvement, and Relative Total Stockholder Return ("TSR").
|
ü
|
Rigorous Goal Setting- We undergo a detailed process of analyzing and reviewing a number of factors including,
but not limited to our short and long-term financial plan; investor expectations; industry and peer performance;
overall achievability; and impact on stockholder value creation.
|
ü
|
Stockholder Engagement - We engage with stockholders throughout the year on proxy and governance matters,
including direct outreach to stockholders that represent the ownership of more than 50% of our stock.
|
ü
|
Stock Ownership Guidelines - We have stock ownership guidelines that require NEOs to maintain a specific
equity stake in the Company to align the interests of management with stockholders. The CEO ownership guideline
is six times the base salary and the guideline for other NEOs is three times base salary.
|
ü
|
Independent Consultant - We utilize the services of an independent compensation consultant who does not
provide any other services to the Company.
|
ü
|
Risk Assessment - Our compensation consultant performs an independent risk assessment of compensation
programs.
|
ü
|
Clawback Policy - We have a clawback policy in compliance with Rule 10D-1 of the Securities Exchange Act of
1934 ("Exchange Act") and NYSE Listing Standards, which requires us to recoup erroneously awarded incentive-
based compensation paid to current and former officers in connection with an accounting restatement.
|
ü
|
Market Study Analysis - We annually seek to understand labor market trends pertaining to amount and form of
executive pay delivery through comprehensive competitive analyses.
|
ü
|
Annual Say-on-Pay Vote - We have a policy to hold an advisory vote to approve the Company's executive
compensation on an annual basis.
|
ü
|
Cash Severance Policy - We have a cash severance policy that does not allow cash severance benefits to exceed
2.99 times the sum of an executive officer's base salary and annual target bonus without approval of our
stockholders.
|
û
|
Dividends and Dividend Equivalents on Unvested Awards - Our stock plan prohibits the payout of dividends or
dividend equivalents on unvested long-term incentive equity awards unless and until the underlying award vests.
|
û
|
Stock Option Repricing - Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights
without stockholder approval.
|
û
|
Single Trigger Equity Acceleration - We do not maintain plans or agreements that provide for automatic "single
trigger" equity acceleration or bonus payments in connection with a change in control (rather, any payment of benefit
requires a qualifying termination of employment in connection with a change in control known as "double trigger").
|
û
|
Tax Gross-Ups - We do not provide tax gross-ups to NEOs.
|
û
|
Hedging and Pledging - We prohibit hedging transactions involving AECOM common stock and do not allow
trading in puts, calls, options or other similar transactions. In addition, we prohibit the pledging of AECOM common
stock except in certain limited circumstances subject to Company approval and demonstration of the ability to repay
the applicable loan without selling such securities.
|
AECOM
|
6
|
2025 PROXY STATEMENT
|
Environmental, Social and Governance Matters
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A leader in helping our clients deliver their most
challenging projects
|
|||
#1
Transportation Design Firm
Water Design Firm
Facilities Design Firm
Environmental Engineering Firm
Chemical Remediation
Mass Transit
Airports
Highways
Dams and Reservoirs
Green Design Firm
|
#2
Environmental Firm
Program Management
Water Treatment and
Desalination
Water Treatment Lines and
Aqueducts
Wastewater Treatment
Plants
Green Contractor
Education
|
#3
Bridges
Marine and Ports
|
#4
Sewer and Waste
Hazardous Waste
|
AECOM
|
7
|
2025 PROXY STATEMENT
|
AECOM
|
8
|
2025 PROXY STATEMENT
|
AECOM
|
9
|
2025 PROXY STATEMENT
|
Proxies
|
Solicitation of Proxies
|
Record Date and Voting Rights
|
AECOM
|
10
|
2025 PROXY STATEMENT
|
Attending the Virtual Annual Meeting
|
Year End Reporting Convention
|
AECOM
|
11
|
2025 PROXY STATEMENT
|
Majority Voting; Director Resignation Policy
|
AECOM
|
12
|
2025 PROXY STATEMENT
|
Director Qualifications
|
AECOM
|
13
|
2025 PROXY STATEMENT
|
Board Skills and Experience
|
Bradley
W. Buss
|
Derek J.
Kerr
|
Kristy
Pipes
|
Troy
Rudd
|
Douglas
W. Stotlar
|
Daniel R.
Tishman
|
Sander
van 't
Noordende
|
General
Janet C.
Wolfenbarger
|
|
Corporate Governance
Considerations
|
||||||||
Independent Director
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Financially Literate
(NYSE Rules)
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Experience
|
||||||||
Senior
Leadership
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Chief Executive Officer
(CEO)
|
ü
|
ü
|
ü
|
ü
|
||||
Public Company
(Board or Executive)
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Government
|
ü
|
|||||||
International Operations
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Strategic Experience
|
||||||||
Financial
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Industry /
Project Delivery
|
ü
|
ü
|
ü
|
ü
|
||||
Infrastructure
|
ü
|
ü
|
ü
|
|||||
Regulatory
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Strategy & Business
Development
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Customer Experience
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
Talent & Organization
Development
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Risk Management
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
AECOM
|
14
|
2025 PROXY STATEMENT
|
Nominees for Election at the 2025Annual Meeting
|
To promote diversity of background and experience on our
Board, nominees for election as directors at the 2025Annual
Meeting include two women, and one director who self-
identifies as LGBTQ+. The Board is also committed to
appointing a racially and/or ethnically diverse director within
a year of the 2025 Annual Meeting, following Ms. Kennard's
departure from the Board.
|
Our Board includes the
following representation:
|
|
✔
|
Women
|
✔
|
LGBTQ+
|
Nominees for Directors
|
AECOM
|
15
|
2025 PROXY STATEMENT
|
Mr. Buss brings to our Board executive experience and extensive financial and accounting
expertise with both public and private technology-focused companies in diverse industries.
Mr. Buss' prior experience as the Chief Financial Officer of publicly-traded companies and his
prior and current service on public company boards enable him to provide valuable insight to
our Board on issues that impact public companies.
Business Experience
SolarCity Corporation
•Chief Financial Officer (2014 - 2016)
Cypress Semiconductor Corporation
•Chief Financial Officer (2005 to 2014)
Public Boards
QuantumScape Corporation(2020 - Present)
Marvell Technology, Inc.(2018 - Present)
TuSimple(2020 - 2022)
Advance Auto Parts, Inc.(2016 - 2021)
Tesla, Inc.(2009 - 2019)
Private Boards and Community Service
CelLink Corp(2022 - Present)
Diamond Foundry(2018 - Present)
Education
Bachelor of Arts, Economics(McMaster University)
Business Administration Degree, Majoring in Finance and Accounting(University of Windsor)
|
Bradley W.
Buss
Age:61
Director Since: 2020
Board Committees:
•Compensation and
Organization
•Nominating and
Governance (Chair)
|
Mr. Kerr brings to our Board extensive executive, finance and accounting expertise having
previously served several leadership roles at the American Airlines Group, Inc., most recently
as Vice Chair of American Airlines and President of American Eagle. Mr. Kerr also served as
Executive Vice President and Chief Financial Officer of American Airlines, which has provided
him with substantial knowledge dealing with complex financial and accounting matters
associated with a large publicly-traded company, as well as risk management oversight.
Business Experience
American Airlines
•Vice Chair (2022 - 2023)
•Chief Financial Officer (2013 - 2022)
American Eagle
•President (2022 - 2023)
US Airways
•Chief Financial Officer (2005 - 2013)
America West
•Chief Financial Officer (2002 - 2005)
Public Boards
Comerica Bank(2023 - Present)
Private Boards and Community Service
Michigan Ross School of Business Advisory Board (2020 -Present)
Cotton Bowl Board of Directors(2018 - 2024)
Knight Commission of Intercollegiate Athletics(2016 - 2024)
Dallas Regional Chamber(2015 - 2023)
Education
Bachelor of Science, Aerospace Engineering (University of Michigan)
Master of Business Administration (University of Michigan)
|
Derek J. Kerr
Age:60
Director Since:2023
Board Committee:
•Audit
•Compensation and
Organization
|
AECOM
|
16
|
2025 PROXY STATEMENT
|
Ms. Pipes brings to our Board extensive management, financial and accounting experience,
having held several senior leadership positions throughout her career including most recently
as Managing Director and CFO at Deloitte Consulting. From her service on multiple public
company boards across a variety of sectors, she adds valuable insights into operational
requirements and the unique challenges faced by public companies.
Business Experience
Deloitte Consulting
•Managing Director and Chief Financial Officer (2015 - 2019)
•Various leadership roles (1999 - 2014)
Transamerica Life Companies
•Vice President and Manager, Finance Division (1996 - 1999)
Public Boards
Public Storage (2020 - Present)
EXLService (2021 - Present)
Savers Value Village (2021 - Present)
PS Business Parks(2019 - July 2022)
Education
Bachelor of Arts, Business Economics(University of California, Los Angeles)
Master of Business Administration (University of California, Los Angeles)
|
Kristy Pipes
Age:65
Director Since: 2022
Board Committee:
•Audit (Chair)
|
Mr. Rudd brings to our Board a critical vantage point as Chief Executive Officer of the
Company and, accordingly, the director closest to the Company's day-to-day operations. Mr.
Rudd has extensive executive experience in the engineering, design and construction sector,
professional services sector, finance, public company matters, international business,
strategic planning, and mergers and acquisitions.
Business Experience
AECOM
•Chief Executive Officer and Director (2020 - Present)
•Chief Financial Officer (2015 - 2020)
•Chief Operating Officer, Design Consulting Services ("DCS") Americas and Chief
Financial Officer, DCS Global (2014 to 2015)
•Senior Vice President, Corporate Finance and Treasurer (2012 - 2015)
•Various Financial Leadership Roles (2009 - 2012)
KPMG LLP (1998 - 2009)
•Partner
Public Boards
AECOM (2020 - Present)
Private Board and Community Service
SMU Lyle School of Engineering Executive Board (2023 - Present)
Sustainable Markets Initiative (2023 - Present)
Education
Bachelor of Science (University of British Columbia)
Master of Science, Taxation (Golden Gate University)
|
Troy Rudd
Age:60
Director Since: 2020
|
AECOM
|
17
|
2025 PROXY STATEMENT
|
Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. As a former
Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with
corporate governance practices, labor and stockholder relations matters, as well as current
legal and regulatory requirements and trends.
Business Experience
Con-way Inc.
•President, Chief Executive Officer and Director (2005 - 2015)
Con-way Transportation Services Inc.
•President and Chief Executive Officer (2004 - 2005)
•Executive Vice President and Chief Operating Officer (2002 - 2004)
•Executive Vice President of Operations (1997 - 2002)
Public Boards
Reliance Steel & Aluminum Co. (Chairman of the Board)(2016 - Present)
LSC Communications, Inc.(2016 - 2021)
URS Corporation(2007 - 2014)
Private Board and Community Service
Reddy Ice (2019 - Present)
Mauser Packaging Solutions(2017 - Present)
Stone Canyon Industries, LLC(2016 - Present)
Grieve Well (2009 - 2024)
Education
Bachelor of Science, Business(The Ohio State University)
|
Douglas W.
Stotlar
Age:64
Director Since:2014
•Chairman of the
Board1
Board Committee:
•Audit
•Compensation and
Organization
|
Mr. Tishman brings to our Board strong knowledge, management, and operational experience
in the real estate and construction management industry in particular on large-scale
development projects such as the rebuilding of the World Trade Center site in New York City
and other major projects.
Business Experience
Tishman Holdings Corporation
•Chairman and Executive Vice President (1997 - Present)
Tishman Construction Corporation
•Chairman of the Board and Chief Executive Officer (1991 - 2010)
AECOM
•Vice-Chairman (2010 - March 2018)
Private Boards and Community Service
Montefiore Medicine (2018 - Present)
Real Estate Board of New York (2014 - Present)
NexWave Capital Partners LLC (2008 - Present)
National September 11 Memorial & Museum (2005 - Present)
Education
Bachelor of Science, Ecology and Planning(Evergreen State College)
Master of Science, Environmental Studies(Lesley College)
|
Daniel R.
Tishman
Age:69
Director Since: 2010
Board Committee:
•Compensation and
Organization (Chair)
|
AECOM
|
18
|
2025 PROXY STATEMENT
|
As the CEO of Randstad, a global talent company, Mr. van 't Noordende brings to our Board
deep leadership experience in the human and professional services sectors. Before Randstad
he served on Accenture's global management committee for 13 years.
Business Experience
Randstad
•CEO (2022 - Present)
•Member of Executive Board (Jan - March 2022)
•Member of Supervisory Board (2021)
Accenture
•Products Operating Group, Group Chief Executive (2013 - 2020)
•Management Consulting, Group Chief Executive (2011 - 2013)
•Resources Operating Group, Group Chief Executive (2006 - 2011)
•Various leadership roles (1987 - 2006)
Public Boards
Randstad(2021 - Present)
Micro Focus (2020 - 2022)
Private Board and Community Service
Virtusa (5/2021 - 12/2021)
Out and Equal (2016 - 2021)
Education
Master's Degree, Industrial Engineering, specializing in Finance and Marketing (Eindhoven
University of Technology, Netherlands)
|
Sander van 't
Noordende
Age:61
Director Since:2021
Board Committee:
•Compensation and
Organization
•Nominating and
Governance
|
General Wolfenbarger brings to our Board a distinguished career as a senior leader in the
military, including serving as the Air Force's first female four-star general. In addition to
significant international experience, these qualifications provide our Board with valuable
government-related expertise supportive of our global business operations and public-sector
client roster.
Public Service
Air Force Materiel Command, Wright-Patterson Air Force Base
•Commander, Air Force Materiel Command (2012 - 2015)
•Commander, C17 Systems Group for the Aeronautical Systems Center (2002 -
2005)
•Director, B2 System Program Office (2000 - 2002)
Pentagon
•Military Deputy to the Assistant Secretary of the Air Force for Acquisition (2011 -
2012)
•Service's Director of the Acquisition Center of Excellence (2005 - 2006)
Private Boards and Community Service
FIRST(For Inspiration and Recognition of Science and Technology) (2022 - Present)
Massachusetts Institute of Technology Corporation (2020 - Present)
Falcon Foundation(2016 - Present)
KPMG LLP (2018 - 2023)
Education
Bachelor of Science, Engineering Sciences (U.S. Air Force Academy)
Master of Science, Aeronautics and Astronautics (Massachusetts Institute of Technology)
Master of Science, National Resource Strategy (National Defense University)
|
Gen. Janet C.
Wolfenbarger
Age: 66
Director Since:2015
Board Committee:
•Audit
•Nominating and
Governance
|
AECOM
|
19
|
2025 PROXY STATEMENT
|
Vote Required and Recommendation of the Board of Directors
|
ü
|
The Board of Directors recommends that you vote FORthe election of each nominee for director.
|
AECOM
|
20
|
2025 PROXY STATEMENT
|
Reasons for the Proposal
|
Reasons for Recommendation to Appoint Ernst & Young as the Company's
Independent Registered Public Accounting Firm
|
AECOM
|
21
|
2025 PROXY STATEMENT
|
Vote Required and Recommendation of the Board of Directors
|
ü
|
The Board of Directors recommends that you vote FORthe ratification of Ernst & Young LLP.
|
AECOM
|
22
|
2025 PROXY STATEMENT
|
AECOM
|
23
|
2025 PROXY STATEMENT
|
Vote Required and Recommendation of the Board of Directors
|
ü
|
The Board of Directors recommends that you vote FORthe proposal to amend the Certificate of
Incorporation
|
AECOM
|
24
|
2025 PROXY STATEMENT
|
Vote Required and Recommendation of the Board of Directors
|
ü
|
The Board of Directors recommends that you vote FORthe advisory resolution to approve
executive compensation.
|
AECOM
|
25
|
2025 PROXY STATEMENT
|
AECOM
|
26
|
2025 PROXY STATEMENT
|
Recommendation and Rationale of the Board of Directors
|
AECOM
|
27
|
2025 PROXY STATEMENT
|
AECOM
|
28
|
2025 PROXY STATEMENT
|
Vote Required and Recommendation of the Board of Directors
|
Х
|
The Board of Directors recommends that you vote AGAINSTthe proposal regarding the ratification
of severance compensation
|
AECOM
|
29
|
2025 PROXY STATEMENT
|
Board Meetings
|
Director Independence
|
Board Leadership Structure
|
AECOM
|
30
|
2025 PROXY STATEMENT
|
Executive Sessions
|
Board's Role in Risk Oversight
|
Risk Assessment of Compensation Policies and Practices
|
AECOM
|
31
|
2025 PROXY STATEMENT
|
Committees of the Board of Directors
|
AECOM
|
32
|
2025 PROXY STATEMENT
|
Corporate Governance Guidelines
|
Codes of Conduct and Ethics
|
AECOM
|
33
|
2025 PROXY STATEMENT
|
Communications with the Board of Directors
|
Director Nominations, Board Refresh and Succession Planning
|
AECOM
|
34
|
2025 PROXY STATEMENT
|
Board Self-Assessment
|
AECOM
|
35
|
2025 PROXY STATEMENT
|
Director Attendance at Annual Meetings
|
Director Compensation
|
Director Retirement Policy
|
Related Party Transaction Policy
|
AECOM
|
36
|
2025 PROXY STATEMENT
|
Certain Relationships and Related Transactions
|
Insider Trading Policy
|
Political Contributions and Lobbying
|
Stock Ownership Guidelines for Non-Employee Directors
|
AECOM
|
37
|
2025 PROXY STATEMENT
|
Non-Employee Director
|
Requirement -
Retainer Multiple
|
Actual -
Retainer Multiple
|
|
Bradley W. Buss
|
5.0
|
22.3
|
|
Lydia H. Kennard (1)
|
5.0
|
23.7
|
|
Derek Kerr
|
5.0
|
2.2
|
(2)
|
Kristy Pipes
|
5.0
|
4.4
|
(3)
|
Douglas W. Stotlar
|
5.0
|
31.1
|
|
Daniel R. Tishman
|
5.0
|
43.3
|
|
Sander van 't Noordende
|
5.0
|
7.9
|
|
General Janet C. Wolfenbarger
|
5.0
|
31.5
|
AECOM
|
38
|
2025 PROXY STATEMENT
|
Name
|
Age
|
Position(s) Held
|
Troy Rudd
|
60
|
Chief Executive Officer
|
Lara Poloni
|
56
|
President
|
Gaurav Kapoor
|
47
|
Chief Financial & Operations Officer
|
David Gan
|
52
|
Chief Legal Officer & General Counsel
|
Troy Ruddwas appointed Chief Executive Officer in August 2020. He previously served as
Executive Vice President and Chief Financial Officer from October 2015 to August 2020. Prior to
this role, Mr. Rudd served as Chief Operating Officer, Design Consulting Services ("DCS")
Americas and Chief Financial Officer, DCS Global from November 2014 to October 2015. He
also served as Senior Vice President, Corporate Finance and Treasurer from 2012 until October
2015. Mr. Rudd joined AECOM in 2009 and held various financial leadership roles, including
Senior Vice President, Corporate Finance and Treasurer from 2012 until October 2015. Prior to
joining AECOM, he spent 10 years as a partner with KPMG LLP, where he held various
leadership roles.
|
|
Lara Poloni was appointed President in August 2020. She previously served as Chief Executive
of Europe, Middle East and Africa ("EMEA") from October 2017 to August 2020 and Chief
Executive of the Australia New Zealand business from 2014 to 2017. Over a career spanning
more than 30 years, Ms. Poloni has predominantly worked in the planning, assessment and
development of major infrastructure projects for both public and private sector clients. She is a
member of the World Economic Forum's Global Future Council on Infrastructure, a previous
board member of Infrastructure Partnerships Australia and an Honorary Fellow of Monash
University.
|
|
Gaurav Kapoor was appointed Chief Financial & Operations Officer in November 2023, having
previously served as Chief Financial Officer since August 2020. Mr. Kapoor has extensive
financial leadership experience at AECOM, including as Chief Accounting Officer and Global
Controller since December 2016 and Treasurer since October 2019. He previously served in
leadership roles at the Company as Senior Vice President, Financial Planning & Analysis from
January 2016 to December 2016 and Senior Vice President, Project Delivery, Americas Design
Consulting Services from May 2015 to January 2016. Prior to joining the Company in May 2015,
Mr. Kapoor spent 15 years at Ernst & Young LLP, where he was an audit partner and held
various leadership roles. Mr. Kapoor also serves on the Board of Directors of Comfort Systems
USA, Inc. (NYSE:FIX).
|
|
David Gan was appointed Chief Legal Officer in November 2019. In this role, Mr. Gan is
responsible for all aspects of the global legal function, including corporate governance, risk
management and ethics and compliance. He previously served in legal leadership roles at
AECOM most recently as Senior Vice President, Deputy General Counsel, AECOM from
October 2014 to November 2019 and General Counsel, AECOM Capital, from January 2018 to
November 2019. Prior to joining AECOM in 2006, Mr. Gan was a corporate and securities lawyer
at Mayer Brown LLP and Wilson Sonsini Goodrich & Rosati, P.C.
|
AECOM
|
39
|
2025 PROXY STATEMENT
|
Executive Summary
|
Why approve
our Say-on-
Pay proposal?
|
✓
|
Our 2024executive pay is aligned with the Company's strong financial performance, successes on
long-term goals and strong stockholder value creation.
|
✓
|
We continuously engage with our stockholders and implement thoughtful and responsive changes to
our executive pay programs when we conclude such changes will drive long-term shareholder value.
|
|
Fiscal Year 2024Financial Outperformance
|
+8%
|
+110
|
bps
|
+14%
|
+22%
|
13th
|
Design NSR Growth in
FY'24
|
Exceeded Our Full
Year Guidance
|
Double-Digit Adj.
EBITDA Growth
|
20%+ Adj. EPS CAGR
Since FY'20
|
Consecutive Year of
Delivering on Free
Cash Flow Guidance
|
|
AECOM
|
40
|
2025 PROXY STATEMENT
|
Fiscal Year 2024Executive Pay Design Supports Strategy
|
AECOM
|
41
|
2025 PROXY STATEMENT
|
Pay Element
|
What It Does
|
How It Links to Performance
|
|
|
Base Salary
|
Provides competitive fixed
cash compensation reflective
of an executive's role,
responsibility, and experience
|
•Salary is tied to performance in the role
and the growth of the employee along
with the Company.
•Salary increases are not guaranteed and
are evaluated annually by the
Compensation Committee.
|
Annual Cash Bonus
|
Rewards achievement of the
Company's annual financial
plan, as well as the specific
qualitative goals included in
the Company's strategic plan
|
•Financial metrics for fiscal year 2024
include Adjusted EBITDA, Segment
Adjusted Operating Margin on Net
Service Revenue (NSR) and Free Cash
Flow; each of these metrics are key
indicators of value creation.
•Strategic non-financial measures include
safety, leadership development, and
sustainability goals, which drive employee
satisfaction and retention.
•Financial targets align with external
guidance.
•Payments may range from 0% to 200% of
target based on actual performance and
are not guaranteed.
|
|
Performance-Based
Equity
|
Aligns long-term interests of
executive and stockholders
Rewards achievement of
performance related to the
Company's long-term
objectives and stockholder
value creation
Retains key talent and
rewards creation of long-term
stockholder value
|
60% of long-term equity incentives
•Performance metrics for fiscal year 2024
include ROIC, Adjusted EPS Growth, and
Relative TSR to align compensation with
long-term profitable growth, disciplined
risk management, and stockholder value
creation.
•The final value of the performance-based
equity award is determined by AECOM's
performance against challenging
standards as well as total stockholder
return.
•Payments may range from 0% to 200% of
target based on actual performance and
are not guaranteed.
|
|
Time-Based Equity
|
Aligns long-term interests of
executive and stockholders
Retains key talent and
rewards creation of long-term
stockholder value
|
40% of long-term equity incentives
•Time-based vesting with three-years of
continued service required to vest.
•The value of the time-based equity award
links directly to AECOM's stock price
performance.
|
AECOM
|
42
|
2025 PROXY STATEMENT
|
Executive Pay Philosophy
|
Pillars of our Executive Pay Program
|
Compensation Process
|
Management
|
Independent Consultant
|
Compensation Committee
|
•Engages with investors and
reviews feedback on NEO
compensation and
compensation program
design
•Reviews design following a
rigorous financial planning
process
•CEO conducts performance
reviews for other NEOs and
recommends compensation
to the Compensation
Committee
|
•Provides the committee with
market data with respect to
NEO benchmark pay levels
and input on executive
compensation plans and
program design
|
•Engages with investors and
reviews feedback on NEO
compensation and
compensation program
•Evaluates the CEO's
performance
•Reviews and approves all
NEO compensation and
compensation programs
|
AECOM
|
43
|
2025 PROXY STATEMENT
|
Role of the Compensation Committee
|
Compensation and Organization Committee's Independent Compensation Consultant
|
AECOM
|
44
|
2025 PROXY STATEMENT
|
Assessing Competitive Practice
|
AtkinsRéalis*
|
KBR
|
Stantec
|
Booz Allen Hamilton
|
Leidos Holdings
|
Tetra Tech
|
EMCOR Group
|
MasTec
|
WSP Global
|
Fluor
|
Parsons
|
|
Jacobs Solutions Inc.
|
Quanta Services
|
AECOM
|
45
|
2025 PROXY STATEMENT
|
Base Salaries
|
NEOs
|
2023
($)
|
2024
($)(1)
|
Percent Change
(%)
|
Troy Rudd
|
1,275,000
|
1,326,000
|
4.0
|
Gaurav Kapoor
|
770,400
|
810,000
|
5.1
|
Lara Poloni
|
800,330
|
840,000
|
5.0
|
David Gan
|
586,500
|
610,000
|
4.0
|
Annual Incentives
|
Annual Target Incentives (NEOs)
|
2023(1)
|
2024(1)
|
||
Troy Rudd
|
125%
|
$1,593,750
|
140%
|
$1,856,400
|
Gaurav Kapoor
|
100%
|
$770,400
|
100%
|
$810,000
|
Lara Poloni
|
110%
|
$880,363
|
110%
|
$924,000
|
David Gan
|
100%
|
$586,500
|
100%
|
$610,000
|
AECOM
|
46
|
2025 PROXY STATEMENT
|
Metric
|
Why Selected
|
Free Cash Flow
|
Free cash flow both measures and incentivizes allocation of capital in a
disciplined manner to high-return investments and encourages working capital
conversion. Free cash flow is critical to our returns-based capital allocation
policy.
|
Adjusted EBITDA
|
Adjusted EBITDA incentivizes achievement of our annual financial plan, which
includes delivering high-value organic revenue growth, margin expansion, and
disciplined investments in growth initiatives, employee development programs,
and innovation.
|
Segment Adjusted Operating
Margin on NSR
|
Segment Adjusted Operating Margin on Net Service Revenue (NSR)% focuses
on underlying operational performance, including executing our strategy, which
emphasizes profitable growth, and investing through our margins to deliver for
today and deliver more in the future.
|
Key Performance Indicator ("KPI")
Assessment
|
KPI Assessment encourages focus on the achievement of the Company's non-
financial strategic objectives including sustainability and ESG goals. These
KPIs are developed for each NEO and, in the instance of our CEO, include
such non-financial strategic objectives as:
•Total recordable incident rate of no greater than 0.11, which would
continue to lead the industry
•Percentage of women in leadership of greater than 20%, consistent with
the Company's near-term targets included in its Sustainable Legacies
strategy
•Voluntary attrition of high-performers of less than 10%, which would
exceed benchmark levels
•Employee satisfaction as reflected by the percentage of employees that
would recommend AECOM as a great place to work as indicated in the
Company's bi-annual all-employee survey of at least 70%, which would
continue to significantly exceed industry benchmark levels
|
Annual Incentive Calculations
|
Financial Metrics*
|
Weighting
Percentage
(%)
|
Threshold
Amount ($)
(0% Payout)
|
Target
Amount ($)
(100% Payout)
|
Maximum
Amount ($)
(200% Payout)
|
Actual
Amount ($)
|
Earned
Percentage**
(%)
|
Free Cash Flow
|
30%
|
$500.0
|
$625.0
|
$750.0
|
$708.4
|
50.0%
|
Adjusted EBITDA
|
30%
|
$976.0
|
$1,085.0
|
$1,193.0
|
$1,094.8
|
32.7%
|
Segment Adjusted
Operating Margin on NSR
|
20%
|
14.0%
|
15.6%
|
17.1%
|
15.8%
|
22.5%
|
KPIs
|
20%
|
Varies by Individual NEO
|
See below
|
AECOM
|
47
|
2025 PROXY STATEMENT
|
KPIs
|
Individual KPIs
|
Earned
Percentage of
Financial Metrics
(See above)
|
Total Annual
Incentive
Earned
Percentage
(Sum of KPI
plus Financial
Metrics)
(%)
|
|
KPI Score
(%)
|
KPI Score
20% Weighting
(%)
|
Score
Weighting
(%)
|
||
Troy Rudd
|
170.0
|
34.0
|
105.2
|
139.2
|
Gaurav Kapoor
|
180.0
|
36.0
|
105.2
|
141.2
|
Lara Poloni
|
170.0
|
34.0
|
105.2
|
139.2
|
David Gan
|
160.0
|
32.0
|
105.2
|
137.2
|
NEO
|
Achievements
|
Troy Rudd
|
•Extended Track Record of Delivering on All Key Financial Objectives:We delivered
new records for net service revenue, margins, earnings and cash flow, highlighted by a
15.8% segment adjusted operating margin, 14% adjusted EBITDA growth and 22%
adjusted EPS growth for the full year. Adjusted EBITDA and EPS exceeded the mid-points
of both our original and increased guidance. Our margin performance and cash flow also
exceeded guidance.
•'Winning What Matters', Positioning the Company for Continued Success:Our win
rate remained at a record high at 50% and was even higher on our largest and most
strategically valuable pursuits. In addition, our pipeline of opportunities remains at a record
high, providing for excellent visibility. As a result, the earnings potential of the organization
remains as strong as ever.
•Invested to Expand Our Capabilities: Leveraging the capacity created by our record
margins, we continued to invest in our business, our professionals and our capabilities to
further enhance our offering for clients. This included the launch of the Water and
Environment Advisory global business line to capitalize on the substantial opportunity to
provide higher-value advisory services to our clients, while continuing to invest in our
Program Management global business line that grew nearly 20% in the year. These
businesses are elevating our value proposition to clients at a time where they are looking to
advance increasingly complex initiatives, which is further supporting our win rates and
backlog growth.
•Continued Strong Employee Engagement:Reflecting strong execution on our Think and
Act Globally strategy, including further investments in our Employee Value Proposition that
continue to strengthen technical and professional development opportunities for our
professionals, employee engagement remains at record levels. As indicated by our most
recent employee survey, 77% of employees would recommend AECOM as a great place to
work, significantly exceeding professional services benchmarks. In addition, safety
performance is a key leading indicator of success, and our total recordable incident rate
(TRIR) of 0.07 continues to be substantially ahead of peers and broader industry
benchmarks.
•Maximized Stockholder Value:Reflecting strong financial performance and balance
sheet, we allocated approximately $560 million to stockholders through share repurchases
and dividends. Our balance sheet remains a competitive advantage with 0.8x net leverage
and approximately 70% of our debt fixed, swapped to fixed, or capped over the next
several years and no bond maturities until 2027.
|
AECOM
|
48
|
2025 PROXY STATEMENT
|
NEO
|
Achievements
|
Gaurav Kapoor
|
•Extended Track Record of Delivering on All Key Financial Objectives:We delivered
new records for net service revenue, margins, earnings and cash flow, highlighted by
16.0% adjusted EBITDA margins, 14% adjusted EBITDA growth and 22% adjusted EPS
growth. Adjusted EBITDA and EPS exceeded the mid-points of both our original and
increased guidance. Our margin performance and cash flow also exceeded guidance.
•Expanded Oversight of Operational Areas:Successfully expanded oversight
responsibility of all of AECOM's regional operations to help ensure continued strong
performance across the business.
•Continued Strong Balance Sheet and Financial Position:Well-positioned with strong
financial flexibility to operate with certainty, highlighted by net leverage of 0.8x. In addition,
approximately 70% of our debt is fixed, swapped to fixed, or capped over the next several
years and we have no bond maturities until 2027.
•Execution of Our Capital Allocation Priorities:Successfully allocated approximately
$560 million to stockholders through share repurchases and dividends in fiscal 2024. From
September 2020 through September 2024, we repurchased $2.2 billion of stock, which
represents approximately one-third of the Company's market capitalization at the time it
began purchases.
|
Lara Poloni
|
•Delivered Growth:NSR growth outperformed our most similar peers in fiscal 2024,
highlighted by 8% organic growth in the design business. In addition, backlog in the design
business increased by 5% to an all-time high level, including 7% contracted backlog
growth, reflecting a continued record high win rate, including an even greater rate on our
largest and most critical pursuits.
•Continued Strong Client Delivery: Achieved continued strong levels of client satisfaction
while delivering against our fiscal year 2024 financial plan. Continued to expand capacity of
our Enterprise Capability Centers significantly ahead of plan, which grew nearly 20% over
the prior year.
•Advanced Key Sustainability Initiatives: Continued to co-lead our Global Sustainable
Legacies Council in fiscal year 2024, which is responsible for sustainability and resilience
initiatives across the Company. This work was highlighted by the industry-leading
achievement of our global carbon management approach, including our ScopeXTM
approach for minimizing embodied carbon in our projects, receiving PAS 2080 certification
from BSI.
|
David Gan
|
•Risk Management:Successfully advanced or resolved long-standing matters while
expanding processes and teams to limit exposure to financial and project risk.
•Continued Strong Ethics and Governance: Achieved 100% compliance on annually
required ethics, compliance, cybersecurity and ESG training. No material ethics incidents in
fiscal 2024 and AECOM was recognized by Ethisphere as one of the 2024 World's Most
Ethical Companies for an eighth year.
•Advanced Key Sustainability Initiatives: Continued to co-lead our Global Sustainable
Legacies Council in fiscal year 2024, which is responsible for sustainability and resilience
initiatives across the Company. This work was highlighted by the industry-leading
achievement of our global carbon management approach, including our ScopeXTM
approach for minimizing embodied carbon in our projects, receiving PAS 2080 certification
from BSI.
|
Long-Term Incentives
|
AECOM
|
49
|
2025 PROXY STATEMENT
|
NEOs
|
2023
($)
|
2024
($)
|
Percent Change
(%)
|
Troy Rudd
|
7,700,000
|
9,500,000
|
23.4
|
Gaurav Kapoor
|
2,000,000
|
2,900,000
|
45.0
|
Lara Poloni
|
2,100,000
|
3,100,000
|
47.6
|
David Gan
|
1,250,000
|
1,400,000
|
12.0
|
Type
|
Weighting
Percentage
|
Performance Measures and Vesting Requirements
|
PEP
|
60%
|
Metrics:
-1/3rd to vest based on 3-year Relative TSR
-1/3rd to vest based on 3-year average ROIC(1) achievements
-1/3rd to vest based on 1-year, 2-year average, and 3-year average Adjusted EPS
Growth(2)
|
RSU
|
40%
|
Continued service over 3-years
|
Metric
|
Threshold
|
Target
|
Maximum
|
Relative TSR
|
25th percentile
|
50th percentile
|
75th percentile
|
AECOM
|
50
|
2025 PROXY STATEMENT
|
Fiscal Year 2022 (PEP22)
|
Fiscal Years
2022 - 2024
|
Threshold
(0% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
Actual
|
Actual
Payout (%)
|
ROIC
|
13.5%
|
15.0%
|
16.5%
|
18.6%
|
200.0%
|
Relative TSR
|
25th percentile
|
55th percentile
|
75th percentile
|
31st percentile
|
19.2%
|
Adjusted EPS Growth
|
|||||
1-Year
|
12.9%
|
16.1%
|
19.3%
|
15.2%
|
200.0%
|
2-Year
|
10.1%
|
12.7%
|
15.2%
|
||
3-Year
|
9.0%
|
11.3%
|
13.5%
|
||
AECOM
|
51
|
2025 PROXY STATEMENT
|
Fiscal Years 2023(PEP23) and 2024(PEP24)
|
Metric
|
Threshold
(0% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
Relative TSR
|
25th percentile
|
55th percentile
|
75th percentile
|
Metric
|
Threshold
|
Target
|
Maximum
|
Relative TSR
|
25th percentile
|
50th percentile
|
75th percentile
|
AECOM
|
52
|
2025 PROXY STATEMENT
|
Stock Ownership Guidelines for Named Executive Officers
|
Named Executive Officers
|
Guideline -
Salary Multiple
|
Actual -
Salary Multiple
|
Troy Rudd
|
6.0
|
23.5
|
Gaurav Kapoor
|
3.0
|
10.3
|
Lara Poloni
|
3.0
|
11.8
|
David Gan
|
3.0
|
8.8
|
Benefit, Retirement and Perquisite Programs
|
Employment Agreements, Severance Benefits and Change in Control Provisions
|
AECOM
|
53
|
2025 PROXY STATEMENT
|
Clawback Provisions
|
Hedging and Anti Pledging
|
Policies and Practices Related to the Timing of Option Awards
|
AECOM
|
54
|
2025 PROXY STATEMENT
|
Respectfully submitted,
Daniel R. Tishman, Chair
Bradley W. Buss
Derek J. Kerr
Douglas W. Stotlar
Sander van 't Noordende
|
AECOM
|
55
|
2025 PROXY STATEMENT
|
Summary Compensation Table for Fiscal Years 2024, 2023and 2022
|
Name and Principal
Position
|
Year
|
Salary
($)(1)
|
Stock
Awards
($)(2)
|
Non Equity
Incentive Plan
Compensation
($)(3)
|
Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)(4)
|
All Other
Compensation
($)
|
Total
($)
|
|
Troy Rudd
CEO
|
2024
|
1,312,269
|
10,287,483
|
2,584,299
|
12,401
|
244,277
|
(5)
|
14,440,729
|
2023
|
1,254,387
|
8,306,165
|
1,686,948
|
7,840
|
204,612
|
11,459,952
|
||
2022
|
1,190,463
|
6,278,345
|
1,747,358
|
4,062
|
281,964
|
9,502,192
|
||
Gaurav Kapoor
Chief Financial &
Operations Officer
|
2024
|
799,377
|
3,140,435
|
1,143,803
|
0
|
126,066
|
(6)
|
5,209,681
|
2023
|
754,894
|
2,157,570
|
815,451
|
0
|
37,556
|
3,765,471
|
||
2022
|
703,079
|
1,901,606
|
833,177
|
0
|
19,701
|
3,457,563
|
||
Lara Poloni
President
|
2024
|
829,320
|
3,357,081
|
1,286,302
|
0
|
62,668
|
(7)
|
5,535,371
|
2023
|
757,776
|
2,265,426
|
931,844
|
0
|
261,408
|
4,216,454
|
||
2022
|
774,935
|
2,064,668
|
950,004
|
0
|
21,160
|
3,810,767
|
||
David Gan
Chief Legal Officer &
General Counsel
|
2024
|
603,673
|
1,516,105
|
836,982
|
0
|
65,884
|
(8)
|
3,022,644
|
2023
|
582,962
|
1,348,425
|
620,797
|
0
|
42,120
|
2,594,304
|
||
2022
|
589,424
|
1,303,964
|
607,885
|
0
|
29,645
|
2,530,918
|
AECOM
|
56
|
2025 PROXY STATEMENT
|
AECOM
|
57
|
2025 PROXY STATEMENT
|
Grants of Plan Based Awards for Fiscal Year 2024
|
Name and
Principal
Position
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
All Other
Stock
Awards:
Number of
Shares or
Stock/Units
(#)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(3)
|
||||||
Grant
Type
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Max.
($)
|
Threshold
(#)
|
Target
(#)
|
Max.
(#)
|
|||
Troy Rudd
CEO
|
STI
|
10/1/2023
|
0
|
1,856,400
|
3,712,800
|
-
|
-
|
-
|
-
|
0
|
PEP
|
12/15/2023
|
-
|
-
|
-
|
0
|
61,769
|
123,538
|
-
|
6,487,392
|
|
RSU
|
12/15/2023
|
-
|
-
|
-
|
-
|
-
|
-
|
41,180
|
3,800,090
|
|
Gaurav Kapoor
Chief Financial &
Operations
Officer
|
STI
|
10/1/2023
|
0
|
810,000
|
1,620,000
|
-
|
-
|
-
|
-
|
0
|
PEP
|
12/15/2023
|
-
|
-
|
-
|
0
|
18,856
|
37,712
|
-
|
1,980,383
|
|
RSU
|
12/15/2023
|
-
|
-
|
-
|
-
|
-
|
-
|
12,571
|
1,160,052
|
|
Lara Poloni
President
|
STI
|
10/1/2023
|
0
|
924,000
|
1,848,000
|
-
|
-
|
-
|
-
|
0
|
PEP
|
12/15/2023
|
-
|
-
|
-
|
0
|
20,157
|
40,314
|
-
|
2,117,023
|
|
RSU
|
12/15/2023
|
-
|
-
|
-
|
-
|
-
|
-
|
13,438
|
1,240,059
|
|
David Gan
Chief Legal
Officer &
General Counsel
|
STI
|
10/1/2023
|
0
|
610,000
|
1,220,000
|
-
|
-
|
-
|
-
|
0
|
PEP
|
12/15/2023
|
-
|
-
|
-
|
0
|
9,103
|
18,206
|
-
|
956,058
|
|
RSU
|
12/15/2023
|
-
|
-
|
-
|
-
|
-
|
-
|
6,069
|
560,047
|
AECOM
|
58
|
2025 PROXY STATEMENT
|
Outstanding Equity Awards at Fiscal Year-End 2024
|
Option Award
|
Stock Award
|
||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Shares or Units of Stock
That Have Not Vested
|
Equity Incentive
Plan Awards:
Unearned Shares or Units
That Have Not Vested
|
||||
Number
(#)(1)
|
Market
Value
($)(2)
|
Number
(#)(3)
|
Market or
Payout
Value
($)(4)
|
||||||||
Troy
Rudd .
|
0
|
(5)
|
53,097
|
(5)
|
0
|
(5)
|
38.72
|
8/15/2027
|
RSU2024
|
41,180
|
4,252,659
|
RSU2023
|
36,812
|
3,801,575
|
|||||||||
RSU2022
|
30,940
|
3,195,174
|
|||||||||
PEP2024
|
12,052
|
1,244,591
|
PEP2024
|
111,486
|
11,513,159
|
||||||
PEP2023
|
24,541
|
2,534,338
|
PEP2023
|
67,487
|
6,969,382
|
||||||
PEP2022
|
64,835
|
6,695,510
|
|||||||||
Gaurav
Kapoor
|
RSU2024
|
12,571
|
1,298,207
|
||||||||
RSU2023
|
9,562
|
987,468
|
|||||||||
RSU2022
|
9,371
|
967,743
|
|||||||||
PEP2024
|
3,679
|
379,932
|
PEP2024
|
34,033
|
3,514,588
|
||||||
PEP2023
|
6,375
|
658,312
|
PEP2023
|
17,530
|
1,810,323
|
||||||
PEP2022
|
19,638
|
2,028,016
|
|||||||||
Lara
Poloni
|
RSU2024
|
13,438
|
1,387,742
|
||||||||
RSU2023
|
10,040
|
1,036,831
|
|||||||||
RSU2022
|
10,175
|
1,050,772
|
|||||||||
PEP2024
|
3,933
|
406,146
|
PEP2024
|
36,381
|
3,757,066
|
||||||
PEP2023
|
6,693
|
691,221
|
PEP2023
|
18,407
|
1,900,891
|
||||||
PEP2022
|
21,322
|
2,201,923
|
|||||||||
David
Gan . .
|
RSU2024
|
6,069
|
626,746
|
||||||||
RSU2023
|
5,976
|
617,142
|
|||||||||
RSU2022
|
6,426
|
663,613
|
|||||||||
PEP2024
|
1,776
|
183,417
|
PEP2024
|
16,430
|
1,696,726
|
||||||
PEP2023
|
3,984
|
411,428
|
PEP2023
|
10,956
|
1,131,426
|
||||||
PEP2022
|
13,466
|
1,390,634
|
AECOM
|
59
|
2025 PROXY STATEMENT
|
Target Stock Price
|
% Eligible to Vest
|
Status
|
Exercise Price plus 20% ($46.46)
|
20%
|
Vested as of August 15, 2021
|
Exercise Price plus 40% ($54.21)
|
20%
|
Vested as of August 15, 2022
|
Exercise Price plus 60% ($61.95)
|
20%
|
Vested as of August 15, 2023
|
Exercise Price plus 80% ($69.70)
|
20%
|
Vested as of August 15, 2024
|
Exercise Price plus 100% ($77.44)
|
20%
|
Performance achieved; will vest on August 15, 2025
|
Award Type
|
Expiration
Date
|
Vesting Schedule
|
Option
|
8/15/2027
|
The option vests over five (5) years subject to achievement of certain stock price performance goals.
|
RSU2024
|
-
|
The RSUs vest 100% on December 15, 2026*.
|
RSU2023
|
-
|
The RSUs vest 100% on December 15, 2025*.
|
RSU2022
|
-
|
The RSUs vested on December 15, 2024.
|
PEP2024
|
-
|
The PEPs will vest on December 15, 2026*.
|
PEP2023
|
-
|
The PEPs will vest on December 15, 2025*.
|
PEP2022
|
-
|
The PEPs vested on December 15, 2024.
|
AECOM
|
60
|
2025 PROXY STATEMENT
|
Option Exercises and Stock Vested for Fiscal Year 2024
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($)(1)
|
Troy Rudd
|
53,097
|
3,062,375
|
101,310
|
9,348,887
|
Gaurav Kapoor
|
38,589
|
3,560,993
|
||
Lara Poloni
|
36,793
|
3,395,258
|
||
David Gan
|
32,653
|
3,013,219
|
Executive Nonqualified Deferred Compensation for Fiscal Year 2024
|
Name
|
Executive
Contributions
in Last FY
($)
|
Registrant
Contributions
in Last FY
($)
|
Aggregate
Earnings
in Last FY
($)(1)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at Last FY
($)(2)
|
Troy Rudd
|
0
|
0
|
30,465
|
0
|
400,535
|
Payments and Benefits Upon Termination or Change in Control
|
AECOM
|
61
|
2025 PROXY STATEMENT
|
AECOM
|
62
|
2025 PROXY STATEMENT
|
Estimated Potential Payments
|
Name
|
Plan Name
|
Death
($)
|
Disability
($)
|
Voluntary
Termination
($)
|
Retirement
($)
|
Involuntary
Termination
for Cause
($)
|
Involuntary
Termination
Without
Cause
($)
|
Involuntary
Termination
Upon
Change of
Control
($)(1)
|
Troy
Rudd
|
Long term Incentive(2)(3)
|
43,863,352
|
43,863,352
|
0
|
25,918,458
|
0
|
28,524,192
|
43,863,352
|
Severance Payment
|
0
|
0
|
0
|
0
|
0
|
4,508,400
|
8,062,355
|
|
Health and Welfare
Benefit
|
0
|
0
|
0
|
0
|
0
|
19,518
|
19,518
|
|
Gaurav
Kapoor
|
Long term Incentive(2)
|
11,628,136
|
11,628,136
|
0
|
0
|
0
|
2,995,721
|
11,628,136
|
Severance Payment
|
0
|
0
|
0
|
0
|
0
|
1,620,000
|
3,299,913
|
|
Health and Welfare
Benefit
|
0
|
0
|
0
|
0
|
0
|
17,107
|
25,660
|
|
Lara
Poloni
|
Long term Incentive(2)
|
12,405,503
|
12,405,503
|
0
|
6,728,336
|
0
|
7,399,917
|
12,405,503
|
Severance Payment
|
0
|
0
|
0
|
0
|
0
|
1,764,000
|
3,729,581
|
|
Health and Welfare
Benefit
|
0
|
0
|
0
|
0
|
0
|
35,970
|
53,954
|
|
David
Gan
|
Long term Incentive(2)
|
6,783,362
|
6,783,362
|
0
|
0
|
0
|
4,522,780
|
6,783,362
|
Severance Payment
|
0
|
0
|
0
|
0
|
0
|
1,220,000
|
2,556,599
|
|
Health and Welfare
Benefit
|
0
|
0
|
0
|
0
|
0
|
15,667
|
23,500
|
AECOM
|
63
|
2025 PROXY STATEMENT
|
Pay Ratio
|
|
Total Compensation
|
CEO
|
$14,440,729
|
Median Employee
|
$70,951
|
Ratio
|
203.5
|
Global Employee Data Set
|
Consistently Applied Compensation Measure & Selection of Median Employee
|
AECOM
|
64
|
2025 PROXY STATEMENT
|
Year
|
Summary
Compensation
Table Total
for CEO
($)(1)(2)
|
CAP to
CEO
($)(3)
|
Average
Summary
Compensation
Table Total Pay
for other NEOs
($)(1)(2)
|
Average
CAP to
other
NEOs
($)(3)
|
Value of Initial Fixed $100
Investment Based On:
|
Net
Income
($)(6)
|
Adj.
EPS
($)(7)
|
Indexed
Adj.
EPS
Growth
(%)(8)
|
||
AECOM
TSR
($)(4)
|
2024 Peer
Group TSR
($)(4)
|
2023 Peer
Group TSR
($)(5)
|
||||||||
2024
|
14,440,729
|
28,161,959
|
4,589,232
|
7,745,663
|
253
|
165
|
178
|
460,255
|
4.52
|
216
|
2023
|
11,459,952
|
19,077,083
|
3,127,376
|
4,442,441
|
201
|
132
|
141
|
100,141
|
3.71
|
178
|
2022
|
9,502,192
|
14,790,471
|
2,901,249
|
3,716,795
|
164
|
114
|
122
|
334,702
|
3.40
|
163
|
2021
|
6,524,680
|
20,557,469
|
2,498,721
|
4,486,501
|
151
|
135
|
144
|
202,980
|
2.81
|
134
|
CEO
|
Average Non-CEO NEOs
|
|||||||
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
|
SCT Total
|
14,440,729
|
11,459,952
|
9,502,192
|
6,524,680
|
4,589,232
|
3,127,376
|
2,901,249
|
2,498,721
|
Minus SCT Stock Awards
|
(10,287,483)
|
(8,306,165)
|
(6,278,345)
|
(3,125,010)
|
(2,671,207)
|
(1,685,576)
|
(1,521,331)
|
(1,050,734)
|
Plus Year-End Fair Value
of Unvested Equity
Awards Granted in Year
|
14,462,457
|
7,435,208
|
5,705,027
|
4,233,148
|
3,755,263
|
1,508,831
|
1,382,408
|
1,412,978
|
Plus Change in Value of
Unvested Equity Awards
Granted in Prior Years
|
7,836,876
|
5,224,777
|
3,762,823
|
11,720,698
|
1,708,884
|
1,043,713
|
688,460
|
1,572,809
|
Plus Change in Value of
Vested Equity Awards
Granted in Prior Years
|
1,543,586
|
3,149,553
|
1,954,757
|
1,203,953
|
332,817
|
414,680
|
231,571
|
52,727
|
Plus Change in Value of
Dividend Equivalent Units
Accumulated on Unvested
Equity Awards
|
165,794
|
113,758
|
144,017
|
0
|
30,674
|
33,417
|
34,438
|
0
|
Total CAP
|
28,161,959
|
19,077,083
|
14,790,471
|
20,557,469
|
7,745,663
|
4,442,441
|
3,716,795
|
4,486,501
|
AECOM
|
65
|
2025 PROXY STATEMENT
|
AECOM
|
66
|
2025 PROXY STATEMENT
|
Strong Relationship Between CAP and Certain Performance Measures
|
AECOM
|
67
|
2025 PROXY STATEMENT
|
Significant Financial Performance Measures
|
Adjusted EPS
|
Adjusted EBITDA
|
Free Cash Flow
|
NSR Segment Adjusted Operating Margin
|
Relative TSR
|
ROIC
|
AECOM
|
68
|
2025 PROXY STATEMENT
|
Name
|
Fees Earned or
Paid in Cash
($)(1)
|
Stock
Awards
($)(2)
|
All Other
Compensation
($)(3)
|
Total($)
|
Bradley W. Buss
|
135,500
|
167,558
|
1,510
|
304,568
|
Lydia H. Kennard (4)
|
109,500
|
167,558
|
11,510
|
288,568
|
Derek J. Kerr
|
110,417
|
223,405
|
141
|
333,963
|
Kristy Pipes
|
128,000
|
167,558
|
1,510
|
297,068
|
Douglas W. Stotlar
|
274,500
|
190,036
|
1,713
|
466,249
|
Daniel R. Tishman
|
129,750
|
167,558
|
1,510
|
298,818
|
Sander van 't Noordende
|
119,000
|
167,558
|
11,510
|
298,068
|
General Janet C. Wolfenbarger
|
124,500
|
167,558
|
5,710
|
297,768
|
AECOM
|
69
|
2025 PROXY STATEMENT
|
Director
|
Unvested RSUs
|
Bradley W. Buss
|
1,789
|
Lydia H. Kennard (1)
|
1,789
|
Derek J. Kerr
|
1,789
|
Kristy Pipes
|
1,789
|
Douglas W. Stotlar
|
2,029
|
Daniel R. Tishman
|
1,789
|
Sander van 't Noordende
|
1,789
|
General Janet C. Wolfenbarger
|
1,789
|
AECOM
|
70
|
2025 PROXY STATEMENT
|
AECOM
|
71
|
2025 PROXY STATEMENT
|
AECOM
|
72
|
2025 PROXY STATEMENT
|
Respectfully submitted,
Kristy Pipes, Chair
Derek J. Kerr
Douglas W. Stotlar
Gen. Janet C. Wolfenbarger
|
AECOM
|
73
|
2025 PROXY STATEMENT
|
Independent Registered Public Accounting Firm and Fees
|
(in millions)
|
2023
($)
|
2024
($)
|
Audit Fees
|
8.3
|
8.5
|
Audit Related Fees
|
0.4
|
-
|
Tax Fees
|
1.1
|
1.9
|
Total
|
9.8
|
10.4
|
AECOM
|
74
|
2025 PROXY STATEMENT
|
Name and Address of Beneficial Owner(1)
|
Amount and Nature of
Beneficial Ownership
(#)(2)
|
Percent
of Class
(%)(2)
|
Blackrock, Inc.(3)
|
17,168,905
|
12.94%
|
50 Hudson Yards
New York, NY 10001
|
||
PRIMECAP Management Company(4)
|
14,009,719
|
10.56%
|
177 E. Colorado Blvd., 11th Floor
Pasadena, CA 91105
|
||
The Vanguard Group(5)
|
13,163,050
|
9.92%
|
100 Vanguard Boulevard
Malvern, PA 19355
|
||
Bradley W. Buss(6)
|
24,836
|
*
|
Lydia H. Kennard(6)(7)
|
18,404
|
*
|
Derek J. Kerr(6)
|
2,431
|
*
|
Kristy Pipes(6)
|
4,946
|
*
|
Douglas W. Stotlar(6)
|
34,668
|
*
|
Daniel R. Tishman(6)(8)
|
48,288
|
*
|
Sander van 't Noordende(6)
|
8,746
|
*
|
General Janet C. Wolfenbarger(6)
|
35,145
|
*
|
Troy Rudd(9)
|
195,198
|
*
|
Gaurav Kapoor(10)
|
32,413
|
*
|
Lara Poloni(10)
|
104,249
|
*
|
David Gan(11)
|
30,081
|
*
|
All directors and executive officers as a group (12 persons)
|
539,405
|
*
|
AECOM
|
75
|
2025 PROXY STATEMENT
|
AECOM
|
76
|
2025 PROXY STATEMENT
|
Stockholders Sharing the Same Address
|
Annual Report on Form 10-K
|
Stockholder Proposals
|
AECOM
|
77
|
2025 PROXY STATEMENT
|
Incorporation by Reference
|
Other Matters
|
AECOM
|
A-1
|
2025 PROXY STATEMENT
|
Reconciliation of Non-GAAP Items
|
Twelve Months
Ended Sept 30, 2023
|
Twelve Months
Ended Sept 30, 2024
|
|
Revenue, Americas Segment
|
$10,975.7
|
$12,485.7
|
Revenue, International Segment
|
3,402.1
|
3,618.4
|
Less: pass-through revenues, Americas Segment
|
(7,056.8)
|
(8,281.1)
|
Less: pass-through revenues, International Segment
|
(619.0)
|
(659.4)
|
NSR (Revenue, net of pass-through revenues)
|
$6,702.0
|
$7,163.6
|
Income from Operations, Americas Segment
|
$714.6
|
$774.6
|
Income from Operations, International Segment
|
254.7
|
337.4
|
Amortization of intangible assets
|
18.5
|
18.7
|
Adjusted income from segment operations
|
$987.8
|
$1,130.7
|
NSR Segment Operating Margin
|
14.7%
|
15.8%
|
AECOM
|
A-2
|
2025 PROXY STATEMENT
|
Twelve Months
Ended Sept 30, 2023
|
Twelve Months
Ended Sept 30, 2024
|
|
Net income attributable to AECOM from continuing operations
|
$114.1
|
$505.9
|
Income tax expense
|
56.1
|
153.0
|
Depreciation and amortization
|
175.1
|
178.7
|
Interest income, net of NCI
|
(40.3)
|
(52.8)
|
Interest expense
|
159.4
|
185.4
|
Amortized bank fees included in interest expense
|
(4.8)
|
(7.7)
|
Noncore AECOM Capital loss, net of NCI
|
315.8
|
40.5
|
Fair value adjustment included in other income
|
-
|
(7.2)
|
Restructuring costs
|
188.5
|
99.0
|
Adjusted EBITDA
|
$963.9
|
$1,094.8
|
Twelve
Months
Ended Sept
30, 2021
|
Twelve
Months
Ended Sept
30, 2022
|
Twelve
Months
Ended Sept
30, 2023
|
Twelve
Months
Ended Sept
30, 2024
|
|
Net income attributable to AECOM from continuing operations, per
diluted share
|
$1.97
|
$2.73
|
$0.81
|
$3.71
|
Per diluted share adjustments:
|
||||
Noncore AECOM Capital (income) loss, net of NCI
|
(0.02)
|
(0.10)
|
2.26
|
0.30
|
Fair value adjustment included in other income
|
-
|
-
|
-
|
(0.06)
|
Restructuring costs*
|
0.33
|
0.75
|
1.34
|
0.73
|
Amortization of intangible assets
|
0.15
|
0.13
|
0.13
|
0.14
|
Prepayment premium on debt
|
0.79
|
-
|
-
|
-
|
Financing charges in interest expense
|
0.08
|
0.03
|
0.03
|
0.07
|
Tax effect of the above adjustments
|
(0.34)
|
(0.14)
|
(1.01)
|
(0.28)
|
Valuation allowances and other tax only items
|
(0.15)
|
-
|
0.15
|
(0.09)
|
Adjusted net income attributable to AECOM from continuing operations,
per diluted share
|
$2.81
|
$3.40
|
$3.71
|
$4.52
|
Twelve Months
Ended Sept 30, 2023
|
Twelve Months
Ended Sept 30, 2024
|
|
Net cash provided by operating activities
|
$696.0
|
$827.5
|
Capital expenditures, net
|
(105.3)
|
(119.1)
|
Free cash flow
|
$590.7
|
$708.4
|
AECOM
|
A-3
|
2025 PROXY STATEMENT
|
Amendment to Certificate of Incorporation
|