ACM DEF 14A Report ended Feb. 28, 2025
AECOM
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
x
Definitive Additional Materials
Soliciting Material under §240.14a-12
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
x
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240
Dear AECOM Stockholder:
You are cordially invited to attend the
2025
Annual Meeting of Stockholders (the “
2025
Annual Meeting”) of AECOM, which
will
be held on
Friday, February 28, 2025
, at
10:00 a.m. Central Time
.
The
2025
Annual Meeting will be a completely virtual meeting, conducted via live webcast. The virtual meeting format allows
all of our stockholders the opportunity to participate in the annual meeting no matter where they are located. 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 attached Proxy Statement.
Details of the business to be conducted at the
2025
Annual Meeting are given in the attached Notice of Annual Meeting of
Stockholders and the attached Proxy Statement.
Whether or not you plan to attend the
2025
Annual Meeting, it is importa
nt that your shares be
represented. The attached
Proxy Statement contains details about how you may vote your shares.
Sincerely,
Troy Rudd
Chief Executive Officer
13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
FEBRUARY 28, 2025
The
2025
Annual Meeting of Stockholders (the “
2025
Annual Meeting”) of AECOM (the “Company,” “our” or “we”) will be held
on
Friday, February 28, 2025
, at
10:00 a.m. Central Time
, virtually by live webcast. You will be able to attend the annual
meeting, vote, and submit questions during the meeting by visiting
www.meetnow.global/MGQPQSJ
. At the
2025
Annual
Meeting, you will be asked to:
1.
Elect each of the 8 director nominees named in the Proxy Statement accompanying this notice to the Company’s
Board of Directors to serve until the Company’s
2026
Annual Meeting of Stockholders.
The Board of Directors recommends that you vote FOR each of the director nominees.
2.
Ratify the selection of Ernst Young LLP as our independent registered public accounting firm for fiscal year
2025
.
The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst Young
LLP.
3.
Vote to approve an amendment to the Company’s Certificate of Incorporation to update the exculpation provision
under the Delaware General Corporation Law.
The Board of Directors recommends that you vote FOR the amendment to the Company’s Certificate of
Incorporation.
4.
Vote to approve the Company’s executive compensation, on an advisory basis.
The Board of Directors recommends that you vote FOR the Company’s executive compensation on an
advisory basis.
5.
Consider and act upon a stockholder proposal regarding the ratification of severance compensation,
if properly
presented.
The Board of Directors recommends that you vote AGAINST the stockholder proposal.
We will also attend to any other business properly presented at the
2025
Annual Meeting. The foregoing items of business
are more fully described in the Proxy Statement that is attached to, and a part of, this notice.
Only common stockholders of record at the close of business on
January 6, 2025
can vote at the
2025
Annual Meeting or
any adjournment or postponement thereof. A complete list of such stockholders will be open to the examination of any
stockholder for a purpose germane to the meeting for a period of ten days ending on the day before the Annual Meeting at
the Company’s principal place of business, located at
13355 Noel Road, Suite 400, Dallas, Texas 75240
. The Annual
Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
By order of the Board of Directors,
Manav Kumar
Corporate Secretary
Dallas, Texas
January 17, 2025
Table of Contents
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Page
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Proxy Statement Summary
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Introduction
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Annual Meeting Information
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Proposal 1 Election of Directors
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm
. . . . . . . . . . . . . . . . . . .
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Exculpation Provision Under the Delaware General Corporation Law
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Proposal 4 Advisory Resolution to Approve Executive Compensation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Proposal 5 Stockholder Proposal Regarding the Ratification of Severance Compensation
. . . . . . . . . . . . . . . . .
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Corporate Governance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Executive Officers
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Compensation Discussion and Analysis
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Compensation Governance, Process and Decisions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Elements of Our Named Executive Officer Compensation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Performance Earnings Program — 2024 Achievements and Payouts
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Other Programs, Policies and Guidelines
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Report of the Compensation and Organization Committee of the Board of Directors
. . . . . . . . . . . . . . . . . . . . . .
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Executive Compensation Tables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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CEO Pay Ratio
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Pay Versus Performance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Directors’ Compensation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Compensation Committee Interlocks and Insider Participation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Report of the Audit Committee of the Board of Directors
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Audit Fees
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Security Ownership of Certain Beneficial Owners and Management
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Other Information
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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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
|
1
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2025 PROXY STATEMENT
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Proxy Statement Summary
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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:
|
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.
|
This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information
that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy
Statement first available to stockholders on
January 17, 2025
.
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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
2026
Annual Meeting of Stockholders.
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FOR EACH
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||
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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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||
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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.
|
FOR
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||
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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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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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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
|
Your Vote is Important
Whether or not you plan to attend the
2025
Annual Meeting, we request that you vote (a) online, (b) by telephone or (c) by
requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as
promptly as possible in order to ensure your representation at the
2025
Annual Meeting.
You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation,
submitting a later dated proxy by Internet, telephone or mail or by attending the
2025
Annual Meeting and voting.
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the
2025
Annual Meeting, you must obtain from the record holder a proxy issued in your name.
|
AECOM
|
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
|
Independent
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Committee
Memberships
|
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Bradley W. Buss
|
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
|
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
|
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
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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
|
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
|
* = Committee Chair
† = Chairman of the Board
** = Director is not standing for re-election at the 2025 Annual Meeting
|
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AECOM
|
3
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2025 PROXY STATEMENT
|
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Delivering Best-in-Class Governance
|
Direct engagement between AECOM management and the Board with our stockholders creates the greatest degree of
alignment and best in class governance outcomes. As a result, our governance structure includes the following features:
|
Board Oversight and Governance
Disclosures
|
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Established lead independent director role to ensure continued best-in-class
Board independence and oversight practices.
|
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A highly diverse Board with a great breadth of expertise.
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||
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Director maximum term of service limit set at 12 years.
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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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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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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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Incorporate sustainability-related key performance indicators (KPIs) in
compensation metrics for CEO and other Named Executive Officers
(“NEOs”).
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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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Majority voting in uncontested elections of directors.
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Governance to Protect Stockholder
Interests
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Allow for proxy access for director nominations.
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Stockholders have the right to call a special meeting of stockholders.
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||
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No supermajority requirement to approve business combinations.
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This strong governance structure is intended to safeguard and promote the long-term interests of AECOM and its
stockholders consistent with the Company’s commitment to maximize long-term value.
|
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
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Yes
|
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Stock Ownership Guidelines for Directors and Executive Officers
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Yes
|
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Stockholder Rights Plan (Poison Pill)
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No
|
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Proxy Access
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Yes
|
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Stockholder Right to Call a Special Meeting
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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
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Yes
|
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AECOM
|
5
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2025 PROXY STATEMENT
|
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Executive Compensation Practices
|
Our executive compensation program provides competitive packages that attract, motivate, reward and retain key talent
critical to achieving long-term financial and strategic objectives, and creating long-term stockholder value.
What We Do:
|
|
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”).
|
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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.
|
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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.
|
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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.
|
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Independent Consultant
— We utilize the services of an independent compensation consultant who does not
provide any other services to the Company.
|
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Risk Assessment
— Our compensation consultant performs an independent risk assessment of compensation
programs.
|
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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.
|
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Market Study Analysis
— We annually seek to understand labor market trends pertaining to amount and form of
executive pay delivery through comprehensive competitive analyses.
|
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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.
|
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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.
|
What We Don’t Do:
|
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.
|
|
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Stock Option Repricing
— Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights
without stockholder approval.
|
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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”).
|
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Tax Gross-Ups
— We do not provide tax gross-ups to NEOs.
|
|
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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.
|
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AECOM
|
6
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2025 PROXY STATEMENT
|
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Environmental, Social and Governance Matters
|
|
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
|
Our purpose of delivering a better world is at the core of all that we do. As the trusted global infrastructure leader, we are
determined and well-positioned to deliver positive, impactful and Sustainable Legacies for our company, our communities
and our planet. Through our projects and our operations, we have both a significant opportunity and a responsibility to
protect, enhance and restore the world’s natural and social systems. Through strategic nonprofit partnerships, pro bono
work, skills-based volunteering and philanthropy, our corporate responsibility platform is focused on delivering access to safe
and secure infrastructure to those who need it most, creating opportunity for the leaders of tomorrow and protecting our
planet so that our company can fulfill its purpose to deliver a better world. As part of our pro bono program, our technical
experts partnered with nonprofit organizations in their local communities to provide critical design, engineering and
infrastructure solutions.
Driving Sustainability Across Our Operations
We maintain a Global Sustainable Legacies Council to coordinate and drive consistent execution of our sustainability and
resilience initiatives across AECOM. The Council’s functions include: (i) assessing the impact of the Company’s services and
operations and advising on how the Company may enhance its sustainability performance; (ii) advising on appropriate global
sustainability goals, commitments and targets; (iii) advising on suitable resourcing and investments to fulfill and deliver on
the Company’s Sustainable Legacies commitments; (iv) shaping the Company’s sustainability-related policies and
disclosure; (v) assessing the potential impact of climate change on the Company’s services and operations and providing a
global forum to share ideas on how the Company’s unique offerings and solutions can enable mitigation, adaptation and
resilience to climate change that will develop and support buildings, infrastructure assets and communities; and (vi)
providing a risk framework for evaluating client opportunities to ensure that they align with our Sustainable Legacies
objectives. The Council is composed of employees with relevant professional expertise and experience including strategic
and market sector leadership; consulting expertise; operations; procurement, legal, investor relations, treasury, real estate
and facilities management and other corporate functions. Our Board has oversight over sustainability matters. Additional
information regarding our Sustainable Legacies initiatives is located on the investor relations section of our website, at
https://investors.aecom.com/esg
.
Commitment to Our People (Human Capital Management)
Our principal asset is our employees, the majority of which have technical and professional backgrounds and undergraduate
and/or advanced degrees in their respective areas of expertise. At the end of our fiscal
2024
, we employed approximately
51,000 persons. We believe that the quality and level of service that our professionals deliver are among the highest in our
industry.
|
AECOM
|
7
|
2025 PROXY STATEMENT
|
We are committed to enhancing our position as a leading employer in our industry by attracting and retaining some of the
best technical professionals in the world. Critical to our continued success is our ability to offer a compelling employee value
proposition that promises competitive pay and benefits, an inclusive environment that supports flexibility and well-being and
encourages collaboration and innovation, and a shared commitment to technical excellence, continuous learning and career
growth. This understanding informs our approach to managing our human capital resources. Our human capital objectives
and initiatives are overseen by our Board as per our Corporate Governance Guidelines.
Additional information on our human capital management initiatives can be found on pages
VI to VII
of this document.
|
AECOM
|
8
|
2025 PROXY STATEMENT
|
13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
FEBRUARY 28, 2025
Introduction
This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of
AECOM, a Delaware corporation (“we,” “our,” the “Company” or “AECOM”), for use at our
2025
Annual Meeting of
Stockholders (“
2025
Annual Meeting”) to be held on
February 28, 2025
, at
10:00 a.m. Central Time
, or at any adjournment
or postponement thereof. At the
2025
Annual Meeting, you will be asked to consider and vote on the matters described in
this Proxy Statement and in the accompanying notice. The
2025
Annual Meeting will be held virtually online. You will be able
to attend the annual meeting, vote, and submit questions during the meeting by visiting
www.meetnow.global/MGQPQSJ
.
Only common stockholders of record at the close of business on
January 6, 2025
, which is the record date for the
2025
Annual Meeting, are permitted to vote at the
2025
Annual Meeting and any adjournment or postponement thereof.
The Company’s Board of Directors (the “Board of Directors” or “Board”) is soliciting your vote to:
1.
Elect each of the 8 director nominees named in this Proxy Statement to the Company’s Board of Directors to
serve until the Company’s
2026
Annual Meeting of Stockholders.
2.
Ratify the selection of Ernst Young LLP as our independent registered public accounting firm for fiscal year
2025
.
3.
Approve an amendment to the Company’s Certificate of Incorporation to update the exculpation provision under
the Delaware General Corporation Law.
4.
Approve the Company’s executive compensation, on an advisory basis.
5.
Consider and act upon a stockholder proposal regarding the ratification of severance compensation, if properly
presented.
We utilize the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their
stockholders over the Internet. We believe that this proxy process expedites stockholders’ receipt of proxy materials while
also lowering the costs and reducing the environmental impact of our annual meeting. On
January 17, 2025
, we began
mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of
January 6, 2025
and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, all
stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set
of our proxy materials. In addition, the Notice and website provide information regarding how you may request proxy
materials in printed form by mail or electronically by email on an ongoing basis.
The Notice of Internet Availability of Proxy Materials, Proxy Statement and our Annual Report on Form 10-K are
available at investors.aecom.com.
|
AECOM
|
9
|
2025 PROXY STATEMENT
|
Annual Meeting Information
|
Proxies
|
You may vote your shares at the
2025
Annual Meeting or by proxy if you are a record holder. There are three ways to vote
by proxy: (1) on the Internet by following the instructions on the Notice or proxy card, (2) by telephone by calling
1-800-652-8683 and following the instructions on the Notice or proxy card or (3) by requesting a printed copy of the proxy
materials and signing, dating and mailing the enclosed proxy card to the address accompanying your proxy materials. If your
shares are held in the name of a bank, broker or another holder of record, you will receive instructions from the holder of
record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet and telephone
voting will also be offered to stockholders owning shares through certain banks and brokers.
You may revoke your proxy at any time before it is exercised at the
2025
Annual Meeting by (1) giving our Corporate
Secretary written notice of revocation, (2) delivering to us a signed proxy card with a later date, (3) granting a subsequent
proxy through the Internet or telephone or (4) attending the
2025
Annual Meeting and voting. Written notices of revocation
and other communications with respect to the revocation of proxies should be addressed to AECOM,
13355 Noel Road,
Suite 400, Dallas, Texas 75240
, Attention: Corporate Secretary.
All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner
specified in the proxy. If you submit a proxy but do not direct how to vote on each item, the persons named as proxies will
vote in favor of each of the proposals, except for Proposal 5, which they will vote against. Our Board is unaware of any
matters other than those described in this Proxy Statement that may be presented for action at our
2025
Annual Meeting. If
other matters do properly come before our
2025
Annual Meeting, however, it is intended that shares represented by proxies
will be voted in the discretion of the proxy holders.
If you are a beneficial owner and hold your shares in the name of a bank, broker or another holder of record and do not
return the voting instruction card, the broker or another nominee may vote your shares on each matter at the
2025
Annual
Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to
vote on routine matters, which include the ratification of the selection of the independent registered public accounting firm.
Brokers will not have the discretion to vote on any of the other proposals presented at the
2025
Annual Meeting.
|
Solicitation of Proxies
|
We will pay the entire cost of soliciting proxies. In addition to soliciting proxies by mail and by the Internet, we will request
banks, brokers and other record holders to send proxies and proxy materials to the beneficial owners of our common stock
and to secure their voting instructions, if necessary. We will reimburse current record holders for their reasonable expenses
in performing these tasks. We have agreed to pay Georgeson LLC $15,000 plus reasonable expenses, costs and
disbursements for various proxy solicitation services associated with the
2025
Annual Meeting. If necessary, we may use our
regular employees, who will not be specially compensated, to solicit proxies from stockholders, whether personally or by
telephone, letter or other means.
|
Record Date and Voting Rights
|
Our Board has fixed
January 6, 2025
as the record date for determining the stockholders who are entitled to notice of, and to
vote at, our
2025
Annual Meeting. Only common stockholders of record at the close of business on the record date will
receive notice of, and be able to vote at, our
2025
Annual Meeting.
As of the record date, there were 132,638,745 shares of
our common stock outstanding held by 1,371 record holders.
A majority of the stock issued and outstanding and entitled to
vote must be present at our
2025
Annual Meeting, either in person or by proxy, in order for there to be a quorum at the
meeting. Each share of our outstanding common stock entitles its holder to one vote. Shares of our common stock with
respect to which the holders are present at our
2025
Annual Meeting but not voting, and shares for which we have received
proxies but with respect to which holders of the shares have abstained, will be counted as present at our
2025
Annual
Meeting for the purpose of determining whether a quorum exists. “Broker non-votes” will also be counted as present for the
purpose of determining whether a quorum exists. Broker non-votes are shares of common stock held by brokers or
nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not
received specific voting instructions from the beneficial owner.
|
AECOM
|
10
|
2025 PROXY STATEMENT
|
Our Board urges you to vote promptly by (1) electronically submitting a proxy or voting instruction card over the Internet, (2)
by telephone or (3) by delivering to us or to your broker, as applicable, a signed and dated proxy card.
Votes will be tabulated by the inspector of election appointed for the
2025
Annual Meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes.
|
Attending the Virtual Annual Meeting
|
Stockholders
of record at the close of business on
January 6, 2025
, will be able to attend the annual meeting, vote, and
submit questions during the
2025
Annual Meeting by visiting
www.meetnow.global/MGQPQSJ
at the meeting date and time.
You should ensure that you have a strong internet connection wherever you intend to participate in the meeting. Please note
that Internet Explorer is not a supported browser for accessing the virtual meeting website.
You should also give yourself enough time to log in and ensure that you can hear streaming audio prior to the start of the
meeting. We encourage you to access the
2025
Annual Meeting online prior to the start time. The only item of information
needed to access the virtual annual meeting from the website is the control number, which is the 15-digit number located in
the shaded bar on the Notice you receive or on the proxy card.
Have the Notice or proxy card available when you access the website and then follow the instructions. If you are a
stockholder of record, you are already registered for the virtual meeting. If you hold your shares beneficially, you must
register in advance to attend the virtual meeting, vote, and submit questions. To register in advance, you must obtain a legal
proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You must
forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be
directed to Computershare via email at legalproxy@computershare.com or by mail:
Computershare
AECOM Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Central Time,
on February 10, 2024.
Even if you plan to attend the virtual meeting, we recommend that you also submit your proxy or voting instructions as
described below so that your vote will be counted if you later decide not to attend the meeting.
Stockholders of record and beneficial owners who duly registered to attend the
2025
Annual Meeting will be able to vote
their shares and submit questions at any time during the virtual meeting by following the instructions on the website
referenced above. You will be able to vote your shares electronically while attending the
2025
Annual Meeting via the virtual
meeting platform by following the instructions on the website. You may also submit questions in advance of the
2025
Annual
Meeting beginning approximately two weeks prior to the meeting by logging into
www.meetnow.global/MGQPQSJ
and
following the instructions on the website.
Our aim is to offer stockholders rights and participation opportunities during our virtual annual meeting that are comparable
to those of in-person annual meetings, using online tools to facilitate stockholder access and participation. We will answer
questions that comply with the meeting rules of conduct during the annual meeting of stockholders, subject to time
constraints. If we receive substantially similar questions, we will group such questions together. Questions relevant to
meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting.
Questions regarding personal matters or matters not relevant to meeting matters will not be answered.
If you have technical difficulties or trouble accessing the virtual meeting, you can access support by calling 888-724-2416
(domestic) or +1-781-575-2748 (international).
|
Year End Reporting Convention
|
We report our results of operations based on 52- or 53-week periods ending on the Friday nearest September 30. For clarity
of presentation, all periods are presented as if the fiscal year ended on September 30. Fiscal
2024
consisted of a 52-week
period.
|
AECOM
|
11
|
2025 PROXY STATEMENT
|
|
Majority Voting; Director Resignation Policy
|
In uncontested elections, directors will be elected by a majority of the votes cast, which means that the number of shares
voted “for” a director must exceed the number of shares voted “against” that director. In uncontested elections, any director
who is not elected by a majority of the votes is expected to tender his or her resignation to the Nominating and Governance
Committee (“Nominating Committee”). The Nominating Committee will recommend to the Board whether to accept or reject
the resignation offer, or whether other action should be taken. The Board will act on the Nominating Committee’s
recommendation within 90 days following certification of the election results.
|
AECOM
|
12
|
2025 PROXY STATEMENT
|
Proposal 1
Election of Directors
We are nominating 8 directors for election to our Board, all of whom are current members of our Board that are standing for
re-election at the
2025
Annual Meeting. Directors elected at the
2025
Annual Meeting will serve until the
2026
Annual
Meeting of Stockholders and until their successors are duly elected and qualified. If a quorum is present at our
2025
Annual
Meeting, the directors will be elected by a majority of the votes cast, which means that the number of shares voted “for” a
director must exceed the number of shares voted “against” that director, with any director who is not elected by a majority of
the votes cast being expected to tender his or her resignation to the Nominating Committee. The Nominating Committee will
recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The
Board will act on the Nominating Committee’s recommendation within 90 days following certification of the election results.
Shares represented by proxies will be voted, if authority to do so is not withheld, for the election of each of the director
nominees named in this Proxy Statement.
We currently have 9 directors on our Board. As previously announced, director
Lydia Kennard notified the Board in November 2024 that she will not stand for re-election to the Board at the 2025 Annual
Meeting. Accordingly, we are nominating 8 director nominees
at the 2025 Annual Meeting. Proxies cannot be voted for a
greater number of persons than the number of nominees named. Each of the nominees has consented to serve as a director
if elected, and management has no reason to believe that any nominee will be unable or unwilling to serve if elected as a
director, except as set forth in the remainder of this paragraph. In the event that any nominee is unavailable for re-election
as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as our Board may
propose.
|
Director Qualifications
|
The Board believes that its members should collectively possess a combination of the skills, professional experience and
diversity of backgrounds necessary to oversee the Company’s business. The Nominating Committee is responsible for
developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in
the Company’s Corporate Governance Guidelines, include the highest professional and personal ethics and values,
commitment to enhancing stockholder value with sufficient time to effectively carry out his or her duties and business
acumen. In considering director candidates, the Nominating Committee looks for business experience and skills, judgment,
integrity, an understanding of such areas as finance, marketing, regulation and public policy and the absence of potential
conflicts with the Company’s interests. In particular, the Nominating Committee seeks candidates that have skills/experience
in the following areas, each of which it is views as particularly important: senior leadership experience, industry experience,
public company experience, financial expertise, government/regulatory expertise and international expertise. The
Nominating Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds.
The Nominating Committee periodically reviews the appropriate skills and characteristics required of Board members in the
context of the current composition of the Board, the operating requirements of the Company and the long-term interests of
the Company’s stockholders. In conducting this assessment, the Nominating Committee considers diversity, skills and such
other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic
assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual
directors, as the Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From
time to time, while identifying director candidates, the Nominating Committee may establish specific skills and experience
that it believes the Company should seek to constitute a balanced and effective Board.
Further, the Company’s Corporate Governance Guidelines provide that the Board should be comprised of individuals with
diverse backgrounds and perspectives and should include representation of individuals from underrepresented communities,
including people of different genders, experiences, ages, races and ethnic backgrounds.
|
AECOM
|
13
|
2025 PROXY STATEMENT
|
|
Board Skills and Experience
|
Board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary
to oversee AECOM’s business. The following sections summarize the specific skills, professional experience and
background information of each director nominee that led the Board of Directors to conclude that each such person should
serve on the Board of Dir
ectors.
|
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
|
|
|
|
|
|
|
|
|
|
Financially Literate
(NYSE Rules)
|
|
|
|
|
|
|
|
|
|
Experience
|
||||||||
|
Senior
Leadership
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
(CEO)
|
|
|
|
|
||||
|
Public Company
(Board or Executive)
|
|
|
|
|
|
|
|
|
|
Government
|
|
|||||||
|
International Operations
|
|
|
|
|
|
|
|
|
|
Strategic Experience
|
||||||||
|
Financial
|
|
|
|
|
|
|
|
|
|
Industry /
Project Delivery
|
|
|
|
|
||||
|
Infrastructure
|
|
|
|
|||||
|
Regulatory
|
|
|
|
|
|
|
|
|
|
Strategy Business
Development
|
|
|
|
|
|
|
|
|
|
Customer Experience
|
|
|
|
|
|
|
|
|
|
Talent Organization
Development
|
|
|
|
|
|
|
|
|
|
Risk Management
|
|
|
|
|
|
|
|
|
|
AECOM
|
14
|
2025 PROXY STATEMENT
|
|
Nominees for Election at the
2025
Annual Meeting
|
Board Diversity
63 years
average age
Age
5
5-9
10
Years
6.9 years
average tenure
Tenure
|
To promote diversity of background and experience on our
Board, nominees for election as directors at the
2025
Annual
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+
|
38%
Diverse Board
Members
|
Nominees for Directors
|
The
following section
sets forth certain background information on the 8 nominees for election as directors as well as each
individual’s specific experience, qualifications and skills that led our Board to conclude that each such director nominee
should serve on our Bo
ard. As previously announced, Ms. Kennard will not stand for re-election at the 2025 Annual Meeting.
|
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
Board
1
Board Committee:
•
Audit
•
Compensation and
Organization
|
||||
(1)
Effective as of the 2025 Annual Meeting, Mr. Rudd will serve as Chairman of the Board and Mr. Stotlar will serve as Lead Independent
Director.
|
||||
|
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
|
Directors are elected by a majority of the votes cast for and against by holders of shares entitled to vote at the
2025
Annual
Meeting. This means that for each director the number of votes cast “FOR” the director must exceed the number of votes
cast “AGAINST” the director. Abstentions and broker non-votes will not be considered votes cast.
|
The Board of Directors recommends that you vote
FOR
the election of each nominee for director.
|
|
AECOM
|
20
|
2025 PROXY STATEMENT
|
Proposal 2
Ratification of Selection of Independent Registered
Public Accounting Firm
The Audit Committee of our Board has retained Ernst Young LLP to serve as our independent registered public accounting
firm for the fiscal year ending September 30,
2025
. Ernst Young LLP has served as the Company’s independent registered
public accounting firm since 1990. A representative of Ernst Young LLP is expected to be present at the
2025
Annual
Meeting, will have an opportunity to make a statement if the representative so desires, and will be available to respond to
appropriate questions.
|
Reasons for the Proposal
|
The selection of our independent registered public accounting firm is not required to be submitted for stockholder approval,
but the Audit Committee of our Board is seeking ratification of its selection of Ernst Young LLP from our stockholders as a
matter of good corporate practice. If stockholders do not ratify this selection, the Audit Committee of our Board will
reconsider its selection of Ernst Young LLP and will, in its sole discretion, either continue to retain this firm or appoint a
new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its
discretion, appoint a different independent registered public accounting firm at any time during the fiscal year if it determines
that such a change would be in the Company’s best interests and the best interests of our stockholders.
|
Reasons for Recommendation to Appoint Ernst Young as the Company’s
Independent Registered Public Accounting Firm
|
As with previous years, the Audit Committee undertook a review of Ernst Young LLP in determining whether to select
Ernst Young LLP as the Company’s independent registered public accounting firm for fiscal year
2025
and to recommend
ratification of its selection to the Company’s stockholders. In that review, the Audit Committee considered a number of
factors including:
•
continued independence of Ernst Young LLP;
•
length of time Ernst Young LLP has been engaged by the Company;
•
senior management’s assessment of Ernst Young LLP’s performance;
•
audit and non-audit fees;
•
capacity to appropriately staff the audit;
•
geographic and subject matter coverage;
•
lead audit engagement partner performance;
•
overall performance;
•
qualifications and quality control procedures; and
•
whether retaining Ernst Young LLP is in the best interests of the Company and its stockholders.
Based upon this review, the Audit Committee believes that Ernst Young LLP is independent and that it is in the best
interests of the Company and our stockholders to retain Ernst Young LLP to serve as our independent registered public
accounting firm for fiscal year
2025
.
In accordance with the Sarbanes-Oxley Act and the related SEC rules, the Audit Committee limits the number of consecutive
years an individual partner may serve as the lead audit engagement partner to the Company. The maximum number of
consecutive years of service in that capacity is five years. The current lead audit engagement partner is in his first year in
that role.
|
AECOM
|
21
|
2025 PROXY STATEMENT
|
|
Vote Required and Recommendation of the Board of Directors
|
The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority
of the shares of common stock present or represented by proxy and entitled to vote on the proposal at the
2025
Annual
Meeting. Abstentions will be counted as present and will have the effect of a vote against the proposal. Brokers have
discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this
proposal will be considered broker non-votes.
|
|
The Board of Directors recommends that you vote
FOR
the ratification of Ernst Young LLP.
|
|
AECOM
|
22
|
2025 PROXY STATEMENT
|
Proposal 3
Approval of an Amendment to the Company's Certificate
of Incorporation to Update the Exculpation Provision
Under the Delaware General Corporation Law
The Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) currently includes an
exculpation provision for directors in Article SIXTH, as allowed under Section 102(b)(7) of the General Corporation Law of
the State of Delaware (the “DGCL”). Pursuant to a recent amendment to Section 102(b)(7) of the DGCL that became
effective on August 1, 2022, a Delaware corporation is now permitted to similarly eliminate or limit the personal liability of its
officers for monetary damages for breach of the officer’s duty of care, subject to limitations described below. The Board of
Directors determined that it is in the best interests of the Company and our stockholders, and has unanimously adopted a
resolution, to amend our Certificate of Incorporation (the “Charter Amendment”) to replace Article SIXTH with the following
(substantive changes are marked):
SIXTH: The Board shall have power, without stockholder action, to make Bylaws for the Corporation and to amend,
alter or repeal any Bylaws.
The powers and authorities herein conferred upon the Board are in furtherance and not in limitation of those
conferred by the laws of the State of Delaware. In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board may exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware,
of this Amended and Restated Certificate of Incorporation and of the Bylaws of the Corporation.
To the full extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, the
personal liability of a director
or officer
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director
or officer
shall be eliminated; provided, however, that such personal liability shall not be
eliminated hereby (i) for any breach of the director’s
or officer’s
duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii)
for any director
under Section 174 of the General Corporation Law of the State of Delaware,
(iv)
for any director or officer
for any transaction from which the director
or office
r derived an improper personal
benefit,
(v) for any officer in any action by or in the right of the Corporation
or (v
i
) for any act or omission
occurring prior to the date when this provision shall have become effective
pursuant to Sections 242, 245 and 103
of the General Corporation Law of the State of Delaware
. Elimination of such personal liability is not intended to
eliminate or narrow any protection otherwise applicable to directors
or officers
.
If the stockholders approve the Charter Amendment, promptly following the 2025 Annual Meeting, we will file a Certificate of
Amendment to our Certificate of Incorporation in the form attached hereto as Annex B with the Delaware Secretary of State.
The only changes to the Certificate of Incorporation are to Article SIXTH.
The Charter Amendment would expand the existing director exculpation provision in our Certificate of Incorporation, as
provided for under the DGCL, to also apply to officers. The Board of Directors strongly believes that the Company’s officers
should be held to the highest standards when carrying out their duties to the Company and our stockholders. Nevertheless,
the potential for officers to have personal liability for decisions made or actions taken on behalf of the Company, including for
unintentional mistakes, could adversely affect the ability of our officers to make decisions that are most appropriate for the
Company and thereby maintain these high standards, and also increase the costs of the Company in defending litigation.
The effect of the Charter Amendment is to limit the ability of our stockholders to seek monetary damages directly against our
officers. If implemented, the Charter Amendment would allow for the exculpation of certain officers in connection with direct
claims brought by stockholders, including class actions. However, this provision does not limit the Company’s rights or the
rights of any stockholder to seek monetary damages against an officer for a breach of the duty of loyalty, acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, transactions in which an officer
derives an improper personal benefit, or any actions brought by the Company directly against the officer or by any of our
stockholders through a derivative suit on the Company’s behalf. For these reasons, the proposal provides covered officers
with less exculpation than is afforded to directors because officers remain subject to due care claims in derivative suits and
direct suits brought by the Company. If the Charter Amendment is adopted, certain specified company officers, which would
include the roles held by our NEOs, would be subject to this provision.
|
AECOM
|
23
|
2025 PROXY STATEMENT
|
Our Board of Directors desires to make the proposed amendment to maintain provisions consistent with the governing
statutes contained in the DGCL and believes that amending our Certificate of Incorporation to add the authorized liability
protection for certain officers, consistent with the protection currently in our Certificate of Incorporation for our directors, is
necessary in order to continue to attract and retain experienced and qualified officers, especially as companies with whom
we may compete for talent adopt similar exculpation provisions. The Board of Directors believes that in the absence of such
protection, qualified officers might be deterred from serving as officers of the Company due to exposure to personal liability
and the risk that substantial expense may be incurred in defending lawsuits, regardless of merit.
Given the potential benefits anticipated to accrue to the Company, including the associated benefits to our stockholders, and
the limited types of claims that would be exculpated, the Board of Directors views this proposal as a rational limit on officer
liability and recommends that stockholders approve the amendment to our Certificate of Incorporation as described herein.
When considering the recommendation of the Board of Directors that our stockholders approve this proposal, our
stockholders should be aware that certain directors and executive officers of the Company, specifically our Chief Executive
Officer and our NEOs, have interests in the proposal that may be different from, or in addition to, the interests of our
stockholders more generally because they will receive the liability exculpation protections afforded by the Charter
Amendment if it is adopted. The Board of Directors was aware of these interests and considered them, among other
matters, in reaching its decision to approve the Charter Amendment.
|
Vote Required and Recommendation of the Board of Directors
|
The affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the proposal at the 2025
Annual Meeting is required to approve the amendment to the Company’s Certificate of Incorporation to update the
exculpation provision under the Delaware General Corporation Law. Abstention and broker non-votes will have the effect of
a vote against the proposal.
|
|
The Board of Directors recommends that you vote
FOR
the proposal to amend the Certificate of
Incorporation
|
|
AECOM
|
24
|
2025 PROXY STATEMENT
|
Proposal 4
Advisory Resolution to Approve Executive Compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking
our stockholders to approve, on an advisory basis, AECOM’s executive compensation as reported in this Proxy Statement.
At AECOM, executive compensation plans are driven by both short- and long-term financial performance metrics that are
designed to incentivize our Named Executive Officers (NEOs) to maximize long-term stockholder value creation. As such,
based on direct stockholder feedback, AECOM’s executives are incentivized via an annual cash bonus plan and certain
long-term equity awards that include without limitation the following performance metrics: adjusted earnings per share,
return on invested capital, and relative total stockholder return.
We urge stockholders to read the “
Compensation Discussion and Analysis
” section in this Proxy Statement, which describes
in more detail how our executive compensation policies and procedures operate and are designed to achieve our
compensation objectives, as well as the “Summary Compensation Table” and related compensation tables and narrative,
which provide detailed information on the compensation of our NEOs. The Compensation and Organization Committee
(“Compensation Committee”) and the Board believe that the policies, procedures and programs articulated in the
“Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our NEOs
reported in this Proxy Statement has supported and contributed to the Company’s success.
We are asking stockholders to approve the following advisory resolution at the
2025
Annual Meeting:
RESOLVED, that the stockholders of AECOM approve, on an advisory basis, the compensation of the Company’s Named
Executive Officers, disclosed pursuant to Item 402 of Regulation S-K, set forth in the Compensation Discussion and
Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for
the Company’s
2025
Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a “Say-on-Pay” resolution, is nonbinding on the Company, the Board and
the Compensation Committee and will not be construed as overruling a decision by, nor creating nor implying any additional
fiduciary duty for the Company, the Board or the Compensation Committee. However, the Board and the Compensation
Committee will review and consider the voting results on this proposal when evaluating our executive compensation
program.
|
Vote Required and Recommendation of the Board of Directors
|
The affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled
to vote at the
2025
Annual Meeting is required to approve the advisory resolution on the Company’s executive
compensation. Abstentions will be counted as present and will have the effect of a vote against the proposal. Broker non-
votes will not be counted as participating in the voting on the proposal and will therefore have no effect on the outcome of
the vote on the proposal.
|
|
The Board of Directors recommends that you vote
FOR
the advisory resolution to approve
executive compensation.
|
|
AECOM
|
25
|
2025 PROXY STATEMENT
|
Proposal
5
Stockholder Proposal Regarding the Ratification of
Severance Compensation
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who has represented that he owns
100 shares of the Company’s common stock, has requested that we include the following stockholder proposal and
supporting statement in our proxy statement for the 2025 Annual Meeting which is excerpted in its entirety below. The
stockholder proposal is required to be voted on at the 2025 Annual Meeting only if properly presented at the meeting.
The Board of Directors recommends a vote
AGAINST
this proposal for the reasons stated under "Recommendation
and Rationale of the Board of Directors", which follows the proposal.
Proposal 5 – Shareholder Ratification of Golden Parachutes
Shareholders request that the Board seek shareholder approval of any senior manager's new or renewed pay
package that provides for severance or termination payments with an estimated value exceeding 2.99 times the
sum of the executive's base salary plus target short-term bonus. This proposal only applies to the Named Executive
Officers.
"Severance or termination payments" include cash, equity or other pay that is paid out or vests due to a senior
executive's termination for any reason. Payments include those provided under employment agreements,
severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits,
or deferred compensation earned and vested prior to termination.
"Estimated total value" includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not
vested under a plan generally available to management employees, post-employment consulting fees or office
expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval after material terms are agreed upon.
This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a
speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal
the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the
consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on
the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no
limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non binding
shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for
approving or rejecting golden parachutes.
This proposal topic also received between 51% and 65% support at:
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
AbbVie (ABBV)
Fiserv (FISV)
Please vote yes
:
Shareholder Ratification of Golden Parachutes — Proposal 5
|
AECOM
|
26
|
2025 PROXY STATEMENT
|
|
Recommendation and Rationale of the Board of Directors
|
The Board of Directors considered the stockholder proposal and, for the reasons outlined below, believes that the proposal
is not in the best interest of the Company and its stockholders.
The Company already has a carefully tailored policy, which requires stockholder approval of cash severance
payments to executive officers in excess of 2.99 times the sum of base salary and annual target bonus.
The Company recently adopted an Executive Officer Cash Severance Policy (the “Cash Severance Policy”) and upon the
recommendation of the Compensation Committee. Under the Cash Severance Policy, any new employment agreement, any
severance, separation, or change of control agreement or similar arrangement, and any new severance plans or policies,
with or applicable to any of our executive officers, will not permit cash severance benefits to exceed 2.99 times the sum of
the executive officer’s base salary and annual target bonus without the approval or ratification of our stockholders. The
Board believes that the Cash Severance Policy is more carefully tailored and appropriate for the Company than the one set
forth in the proposal and allows the Company to appropriately limit compensation, while still being competitive in the market
for talent.
Both our longstanding, publicly available severance plans already limit cash severance payments to an amount
below 2.99 times base salary and target bonus in nearly all cases.
In addition to the policy discussed above, the Company already has market-appropriate severance plans that provides for
limited severance payments. Under the AECOM Senior Leadership Severance Plan (the “Severance Plan”), upon a
termination of employment by the Company other than for cause or due to death or disability (other than any such
termination in connection with a change in control of the Company), in addition to the payment of accrued obligations, an
NEO will receive a cash payment, among other specified benefits, consisting of (i) one (1) times base salary (except with
respect to our CEO whose multiple is two (2) times base salary), (ii) a prorated target bonus, and (iii) the monthly employer
portion of healthcare premiums multiplied by 12 (except with respect to our CEO, for whom the monthly employer portion of
the premiums is multiplied by 24).
Under the AECOM Technology Corporation Change in Control Severance Policy for Key Executives (the “CIC Plan”), upon a
termination without cause or with good reason within 90 days before or 24 months after a change of control of the Company,
an NEO will receive a cash payment, among other specific benefits, consisting of (i) a multiple (two times for our CEO and
1.5 times for other NEOs) of the sum of the NEO’s base salary and average bonus earned over the three years prior to the
year of termination, (ii) a pro rata target annual bonus, and (iii) continued health coverage for a number of years equal to the
severance multiple (i.e., two years for our CEO and 1.5 years for other NEOs).
In nearly all cases, cash payments under either the Severance Plan or CIC Plan would be significantly below 2.99 times
base salary and target bonus.
The limits the proposal seeks to impose are inconsistent with the widely recognized value that stockholders place
on equity compensation.
Equity compensation is an important element of our compensation program and is intended to align the long-term interests
of our NEOs with those of our stockholders. By including the value of outstanding equity awards that accelerate upon a
termination event in the “estimated total value” to be applied against the limit, the proposal would break that alignment by
de-emphasizing the importance and value of equity compensation and reducing the incentive.
Under the Severance Plan, the CIC Plan and the Company’s award agreements for our NEOs, full accelerated vesting of
equity awards occurs in limited circumstances, including: (1) termination by reason of death; (2) termination by reason of
disability; and (3) termination within 90 days before or 24 months after a change of control of the Company, when an
employee’s termination is without cause or for good reason (i.e., double trigger vesting). If, unrelated to a change of control,
the NEO’s employment is terminated without cause, then additional service vesting credit is provided based on the NEO’s
years of service with the Company (12 months of credit for five to ten years of service and 24 months of credit for more than
ten years of service). These limited acceleration provisions are consistent with market practice and were approved by the
Compensation Committee after consultation with its independent compensation consultant. In addition to not penalizing
NEOs or their families in the unfortunate event of their disability or death, our policies on equity compensation are designed
to provide market level standards of compensation and to incentivize our NEOs to remain with the Company to maximize
value for our stockholders in the event of a change of control of the Company.
|
AECOM
|
27
|
2025 PROXY STATEMENT
|
The proposal could create increased risk for stockholders and create a misalignment between our NEOs and our
stockholders during a change-in-control transaction.
Without this incentive to retain NEOs during a potential change in control, our ability to deliver maximum stockholder value in
such a transaction could be impaired. The proposal would significantly limit the Board’s flexibility to provide reasonable
assurance to our NEOs that they could realize the full expected value of their previously granted equity awards even if a
change-in-control transaction were completed. The risk of job loss following a change in control, coupled with a limit on the
value that may be realized from previously granted equity awards, may present an unnecessary distraction for our NEOs
and could lead them to begin seeking new employment while a transaction is being negotiated or pending.
The CIC Plan was designed to avoid distractions and potential conflicts of interest that could otherwise arise when a
potential change-in-control transaction is being considered. They permit our leadership team to remain focused on protecting
stockholder interests and maximizing stockholder value. If the potential change-in-control transaction is in the best interests
of our stockholders, our NEOs should be motivated to focus their full energy on pursuing this alternative, even if it is likely to
result in the termination of their employment.
The Company’s post-termination compensation practices are consistent with current market standard and are
benchmarked against the practices of our peers.
The Compensation Committee, composed entirely of independent directors, works throughout the year reviewing
compensation trends, evaluating changing market standards, reviewing feedback from stockholders, and considering
changes to executive compensation that will provide the Company’s executive officers with an incentive to achieve superior
financial results and align pay with performance. Upon a review by the Compensation Committee and its independent
compensation consultant, the Board believes that our existing compensation program and practices are market standard
and align with the interests of our executive officers and our stockholders.
Given the undue limitations and negative consequences that could accompany the policy set forth in the proposal, it is not
surprising that none of the companies in our peer group disclose having a severance policy as over broad as the policy
requested by the proposal.
Adoption of the policy set forth in the proposal could adversely impact the Company’s ability to attract, motivate,
and retain highly qualified talent.
Adoption of this proposal would hinder the Company’s ability to use long-term equity awards to competitively recruit and
retain qualified executives. We operate in a highly competitive industry, competing with some of the largest companies in the
world for talented executives. The Board and the Compensation Committee must maintain the ability to provide an overall
compensation program that is market competitive and is capable of attracting and retaining top talent and driving long-term
performance and stockholder value. Each element of the Company’s current compensation program including its Severance
Plan and CIC Plan, is intended to fulfill this business necessity. As noted above, our peers do not have policies as broad as
the one included in the proposal, and adopting the broad approach this proposal requests would disadvantage the Company
relative to our peers in our ability to recruit and retain the best available executive talent. The Company would also likely
have to increase its base cash compensation in order to try to remain competitive from a total compensation package
perspective.
Moreover, the benefits that would be covered by the policy set forth in the proposal often arise in the context of negotiating
an employment agreement with an outside hire for an executive officer leadership position, particularly when a sign-on or
similar one-time equity award is part of the overall compensation package necessary to induce the individual to leave a
successful and well-compensated role at another company. If one-time equity awards are required to be applied against the
limit, receipt of stockholder approval would practically be required to hire potential candidates, and such candidates may not
be willing to have their hiring subject to stockholder approval. As a result, implementing the proposal may interfere with the
Board’s ability to act in the best interests of the Company and make binding offers of employment, including for roles that
could have significant impact on our performance and results. Similar dynamics can exist in developing compensation
packages to retain employees.
In sum, the Board believes that the Company’s current executive compensation policies and practices, including the Cash
Severance Policy recently adopted, and its other plans, contracts, and policies governing post-termination compensation,
are reasonable, appropriate, and market-standard, and they effectively align the interests of our executives with those of our
stockholders. Adoption of this proposal would limit the Compensation Committee’s discretion and flexibility to tailor the
executive compensation program to meet the Company’s evolving needs and effectively recruit, motivate, and retain critical
talent, and therefore would not be in the best interests of our stockholders.
|
AECOM
|
28
|
2025 PROXY STATEMENT
|
|
Vote Required and Recommendation of the Board of Directors
|
The affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled
to vote at the
2025
Annual Meeting is required to approve the stockholder proposal. Abstentions will be counted as present
and will have the effect of a vote against the proposal. Broker non-votes will not be counted as participating in the voting on
the proposal and will therefore have no effect on the outcome of the vote on the proposal.
|
Х
|
The Board of Directors recommends that you vote
AGAINST
the proposal regarding the ratification
of severance compensation
|
|
AECOM
|
29
|
2025 PROXY STATEMENT
|
Corporate
Governance
|
Board Meetings
|
During our fiscal year ended September 30,
2024
, our Board met five times, the Audit Committee met eight times, the
Compensation Committee met three times and the Nominating Committee met
three
times. Each incumbent director
attended 100% of (1) the total number of meetings of our Board and (2) the total number of meetings held by all standing
committees of the Board on which he or she served during fiscal year
2024
.
|
Director Independence
|
Seven of the eight director nominees are independent directors as defined in accordance with the listing standards of the
NYSE. These standards provide that a director is independent only if our Board affirmatively determines that the director has
no direct or indirect material relationship with the Company. They also specify various relationships that preclude a
determination of director independence. Material relationships may include commercial, industrial, consulting, legal,
accounting, charitable, family and other business, professional and personal relationships.
Applying these standards, our Board, upon the recommendation of our Nominating Committee, annually reviews the
independence of our directors. In its most recent review, our Board
considered, among other things, the employment
relationships between the Company and our directors and their families; the other specific relationships that would preclude
a determination of independence under the NYSE independence rules; any affiliation of the Company’s directors and their
families with the Company’s independent registered public accounting firm, compensation consultants, legal counsel and
other consultants and advisors; any transactions with directors and members of their families that would require disclosure in
this Proxy Statement under U.S. Securities and Exchange Commission (“SEC”) rules regarding related party transactions;
and the amount of our contributions to non-profit organizations of which some of our directors or members of their families
are associated.
The Board determined that the following director nominees are independent as determined by the standards of the NYSE:
Bradley W. Buss, Derek J. Kerr, Kristy Pipes, Douglas W. Stotlar, Daniel R. Tishman, Sander van ’t Noordende and General
Janet C. Wolfenbarger.
|
Board Leadership Structure
|
The Company’s Corporate Governance Guidelines provide that the Board shall determine whether or not the roles of
Chairman and CEO should be held by the same individuals or separate individuals based on the Company’s circumstances
and needs at any given time. If the roles of Chairman and CEO are held by the same individual, the Board will select a Lead
Independent Director.
In November 2024
,
the Board determined to combine the roles of Chairman and CEO and elected Troy Rudd to the
combined role effective as of re-election at the 2025 Annual Meeting on February 28, 2025. The Board also elected Douglas
W. Stotlar, who has served as Chairman since August 2020, to serve as Lead Independent Director, effective as of re-
election at the 2025 Annual Meeting. As Lead Independent Director, Mr. Stotlar, along with the other independent directors,
brings experience, oversight and expertise from outside the Company and industry, while our Chairman and CEO, Mr. Rudd,
brings Company and industry-specific experience and expertise. The Board also believes that the combination of the roles
further encourages the long-term commitment of Mr. Rudd to the Company and ensures continuity in the Company’s
succession planning process.
The Board has been, and continues to be, a proponent of Board independence. The Company’s corporate governance
structures and practices provide for a strong, independent Board and include several independent oversight mechanisms,
including only independent directors serving as committee chairs and the directors’ and committees’ ability to engage
independent consultants and advisors. The Audit, Compensation and Nominating Committees are composed entirely of
independent directors.
|
AECOM
|
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|
2025 PROXY STATEMENT
|
|
Executive Sessions
|
Executive sessions of non-employee directors are included on the agenda for every regularly scheduled Board and
committee meeting and, during fiscal year
2024
, executive sessions were held at each regularly scheduled Board and
committee meeting. Executive sessions are currently chaired by the Chairman during Board meetings, and by the respective
Committee Chair during committee meetings. Our Corporate Governance Guidelines provide that at any time in which the
Board has a Lead Independent Director, the Lead Independent Director will chair executive sessions and will consult with
the Chairman and CEO on agendas for Board meetings and other matters pertinent to the Company and the Board.
|
Board’s Role in Risk Oversight
|
The Board plays an active role, both as a whole and at the committee level, in overseeing management of the Company’s
risks. Management is responsible for the Company’s day-to-day risk management activities. The Company relies on a
comprehensive risk management process to aggregate, monitor, measure and manage risks. The risk management process
is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the
Company’s risk management practices and capabilities, to review the Company’s risk exposure and to elevate certain key
risks for discussion at the Board level. The full Board monitors risk through regular reports from each of the committee chairs
and is apprised of particular risk management matters in connection with its general oversight and approval of corporate
matters, as disclosed in the
below chart:
We believe the division of risk management responsibilities described above provides an effective framework for evaluating
Board of Directors
•
Review AECOM’s guidelines and
policies with respect to risk
assessment and risk
management
•
Review the integrity of the
organization's financial reporting
process
•
Monitor and oversee AECOM's
compliance with respect to
applicable laws and legal
compliance matters
•
Oversee major litigation and
investigations
with material
financial implications
•
Oversee an annual assessment
of risk relating to AECOM's
compensation policies, programs
and practices and report to the
Board on the results of this
assessment
•
Develop and recommend to the
Board for adoption the Corporate
Governance Guidelines and
codes of conduct and ethics
applicable to AECOM
•
Oversee AECOM's Government
compliance activities and code of
conduct and other compliance
and ethics matters
•
Oversee board succession
•
Oversee lobbying and political
activity
Oversees major risks, including risks related to strategy, business portfolio, litigation, investigations, human capital,
management succession, sustainability, cybersecurity and safety.
Compensation and
Organization Committee
Nominating and
Governance Committee
Audit Committee
and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it
allows our independent directors, through the independent committee chairs, to exercise effective oversight of the actions of
management.
|
Risk Assessment of Compensation Policies and Practices
|
In fiscal year
2024
, the Compensation Committee’s independent consultant, Exequity LLP, conducted a risk assessment of
the Company’s compensation policies and practices as they apply to all employees, including executive officers. Exequity
LLP reviewed the design features and performance metrics of our cash and stock-based incentive programs, along with the
|
AECOM
|
31
|
2025 PROXY STATEMENT
|
approval mechanisms associated with each, to
determine
whether any of these policies and practices could create risks that
are reasonably likely to have a material adverse effect on the Company.
As part of the review, several factors were noted that reduce the likelihood of excessive risk-taking:
•
Our compensation mix is balanced among fixed components such as salary and benefits, annual incentive
payments and long-term incentives, including Performance Earning Program (“PEP”) awards and restricted stock
units (“RSU”) granted under our stockholder-approved 2020 Stock Incentive Plan, which typically vest or are earned
over three years.
•
The Compensation Committee has ultimate authority to determine, and reduce, if appropriate and consistent with
applicable arrangements, compensation provided to our executive officers, including each of the NEOs.
•
The Compensation Committee, under its charter, has the authority to retain any advisor it deems necessary to fulfil
its obligations and has engaged Exequity LLP as its independent consultant. Exequity performs services for the
Compensation Committee as described in the “Compensation Discussion and Analysis” section of this Proxy
Statement.
•
Our annual incentive programs for employees are funded in the aggregate based on the results of key financial
metrics. Individual payouts are based on a combination of financial metrics as well as qualitative factors.
•
Our long-term equity incentive awards, including PEP awards and restricted stock units granted under our
stockholder-approved 2020 Stock Incentive Plan, are all approved by either the Compensation Committee for our
executive officers or by our Chief Executive Officer for non-executive officers.
•
Our NEOs are subject to stock ownership guidelines, our insider trading policy and our updated clawback policy.
Based on this assessment, the Company concluded that its compensation policies and practices do not create risks that are
reasonably likely to have a material adverse effect on the Company.
|
Committees of the Board of Directors
|
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating
Committee. In accordance with NYSE regulations, each member of the Audit Committee, the Compensation Committee, and
the Nominating Committee has been determined by our Board to be “independent.” The committees operate under written
charters that are available for viewing on the “Corporate Governance” area of the “Investors” section of our website at
www.aecom.com
.
The members of each of the standing committees at the time of this filing are as follows:
Audit Committee
Kristy Pipes,
Chair
Derek J. Kerr
Douglas W. Stotlar
General Janet C. Wolfenbarger
Compensation and Organization Committee
Daniel R. Tishman,
Chair
Bradley W. Buss
Derek J. Kerr
Douglas W. Stotlar
Sander van ’t Noordende
Nominating and Governance Committee
Bradley W. Buss,
Chair
Lydia H. Kennard (1)
Sander van ’t Noordende
General Janet C. Wolfenbarger
________________
(1)
In November 2024, Ms. Kennard notified us of her decision to not stand for re-election at the 2025 Annual Meeting. Ms. Kennard with
continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
|
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|
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|
2025 PROXY STATEMENT
|
Audit Committee.
The Audit Committee, which is composed solely of independent directors as defined under Rule
10A-3(b)(1) of the rules of the U.S. Securities and Exchange Commission and the regulations of the NYSE, appoints the
Company’s independent auditors, reviews the results and scope of the audit of our financial statements as well as other
services provided by our independent auditors, reviews and approves audit fees and all non-audit services as well as
reviews and evaluates our audit and control functions, including our internal audit function. Our Board has determined that
Ms. Pipes, Chair of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the rules under the
Exchange Act. The “Report of the Audit Committee of the Board of Directors” is included in this Proxy Statement. Our Audit
Committee held eight meetings during fiscal year
2024
.
Compensation and Organization Committee.
The Compensation Committee, which is composed solely of independent
directors as defined under the regulations of the NYSE, oversees our compensation plans. Such oversight includes
decisions regarding executive management salaries, incentive compensation and long-term compensation plans, as well as
Company-wide equity plans for our employees. Grants of equity awards by the Compensation Committee under our
compensation plans are approved solely by directors who are “Non-Employee Directors” within the meaning of Rule 16b-3
under the Exchange Act. This committee also reviews the Board’s compensation plan for non-employee directors and
determines whether independent compensation consultants should be utilized. For further information regarding the
Compensation Committee’s processes and procedures for determining executive and non-employee director compensation,
see the “Compensation Discussion and Analysis” section of this Proxy Statement. The “Report of the Compensation and
Organization Committee of the Board of Directors” is included in this Proxy Statement. Our Compensation Committee held
three meetings during fiscal year
2024
.
Nominating and Governance Committee.
The Nominating Committee is composed solely of independent directors as
defined under the regulations of the NYSE and is responsible for recruiting and retaining qualified persons to serve on our
Board, including recommending such individuals to the Board for nomination for election as directors; for evaluating director
independence; and for oversight of our compliance activities. The Nominating Committee also considers written suggestions
from stockholders, including potential nominees for election, and oversees other governance programs such as the
Company’s Corporate Governance Guidelines. This committee also conducts performance evaluations for directors being
elected at each annual meeting of stockholders, and engages in succession planning for the Board and key leadership roles
on the Board and its committees. Our Nominating Committee held four meetings during fiscal year
2024
.
|
Corporate Governance Guidelines
|
Our Board has adopted Corporate Governance Guidelines, which set forth several important principles regarding our Board
and its committees, including Board of Director membership criteria as well as other matters. Our Corporate Governance
Guidelines are available for viewing on the “Corporate Governance” area of the “Investors” section of our website at
www.aecom.com
.
|
Codes of Conduct and Ethics
|
We have adopted a Code of Conduct that describes the professional, legal, ethical, financial and social responsibilities of all
of our directors, officers and employees. We require all of our directors, officers and employees to read and acknowledge
the Code of Conduct, and we provide regular compliance training. Our directors, officers and employees are also
encouraged to report suspected violations of the Code of Conduct through various means, including a toll-free hotline
available 24 hours, 7 days a week in multiple languages, and they may do so anonymously. We do not tolerate acts of
retaliation against anyone who makes an honest and sincere report of a possible violation of law or of our Code of Conduct
or policies, or who participates in an investigation of possible wrongdoing. Many countries have enacted legislation to protect
those who report misconduct, and we enforce any applicable protections afforded by such laws.
If we make substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, to our
principal executive, financial or accounting officer or persons performing similar functions or any director, we will disclose the
nature of such amendment or waiver in accordance with applicable rules and regulations. In addition, we have a separate
Code of Ethics for Senior Financial Officers that specifies the required standards of conduct for employees with financial
reporting responsibilities. We also have an Anti-corruption Policy that provides specific guidance to help ensure that lawful
and ethical business practices are followed while our employees conduct business anywhere in the world. Many of these
policies are available for viewing on the “Ethics and Compliance” section of our website at
www.aecom.com
and in print to
any stockholder that requests it. Any such request should be addressed to AECOM,
13355 Noel Road, Suite 400, Dallas,
Texas 75240
, Attention: Corporate Secretary.
|
AECOM
|
33
|
2025 PROXY STATEMENT
|
|
Communications with the Board of Directors
|
Our stockholders or other interested parties may communicate with our Board, a committee of our Board or one or more
directors by sending a letter addressed to the Board, a committee of our Board or one or more directors to AECOM,
13355
Noel Road, Suite 400, Dallas, Texas 75240
, Attention: Corporate Secretary. All communications will be compiled by our
Corporate Secretary and forwarded to the Board, the committee or the director, as appropriate.
|
Director Nominations, Board Refresh and Succession Planning
|
The Nominating Committee is charged with identifying, reviewing and recommending to the Board qualified individuals to
become directors and regularly assessing the size and composition of the Board and recommending any changes to the
Board. The Nominating Committee also engages in succession planning for the Board and key leadership roles on the
Board and its committees.
The Nominating Committee reviews the appropriate skills and characteristics required of Board members in the context of
the current composition of the Board, the operating requirements of the Company and the long-term interests of the
Company’s stockholders. In conducting this assessment, the Nominating Committee considers diversity, skills and such
other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic
assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual
directors, as the Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From
time to time, while identifying director candidates, the Nominating Committee may establish specific skills and experience
that it believes the Company should seek to constitute a balanced and effective B
oard.
Commencement
Board composition is
analyzed
Analysis
Potential candidate
list is developed
from directors,
management,
stockholders and
search firms
Review
Director
qualifications
are reviewed
Recommendations
Nominating Committee
meets with candidates and
makes Board
recommendations
Approvals
Board and
stockholder
approvals
It is our belief that members of the Board should have the highest professional and personal ethics and values. We believe
that the Board should be comprised of individuals who are committed to enhancing stockholder value with sufficient time to
effectively carry out their duties. While all directors should possess business acumen, the Board endeavors to include an
array of targeted skills and experience in its overall composition. Criteria that the Nominating Committee looks for in director
candidates include business experience and skills, judgment, integrity, an understanding of such areas as finance,
marketing, regulation, cybersecurity and technology, end markets and public policy and the absence of potential conflicts
with the Company’s interests. In particular, the Nominating Committee seeks candidates that have the following key skills
and experience, each of which it is views as particularly important:
•
senior leadership experience;
•
industry experience;
•
public company experience;
•
financial expertise;
•
government/regulatory expertise; and
•
international expertise.
The Nominating Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds.
In identifying and selecting individuals, the Board and the Nominating Committee consider diversity, age, gender, skills, and
such other factors as they deem appropriate to maintain a balance of knowledge, experience and capability. In addition, the
Nominating Committee believes the Board should encompass individuals with diverse backgrounds and perspectives and
representation of individuals from underrepresented communities. Diversity is an important consideration in the director
nomination process because the Board believes that people of different genders, experiences, ages, races and ethnic
|
AECOM
|
34
|
2025 PROXY STATEMENT
|
backgrounds can contribute different, useful perspectives, while collaborating effectively to further the Company’s objectives.
In November 2024, Lydia H. Kennard informed the Board that she will not stand for reelection to the Board at the 2025
Annual Meeting.
The Board is committed to appointing a racially and/or ethnically diverse director within a year of the 2025
Annual Meeting.
Our Nominating Committee will consider stockholder nominations for directors. The Nominating Committee evaluates any
such nominees that are properly submitted using the same criteria it otherwise employs, as described in our Corporate
Governance Guidelines. Any recommendation submitted by a stockholder must include the same information concerning the
potential candidate as is required when a stockholder wishes to nominate a candidate directly. In addition, any such
recommendation must be received in the same time frame as is required by our Bylaws when a stockholder wishes to
nominate a candidate directly. To be timely, the notice must be received by the close of business no fewer than 90 and no
more than 120 days prior to the date of the first anniversary of the preceding year’s annual meeting of stockholders.
However, in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or
delayed more than 30 days after such anniversary date, or no annual meeting was held in the preceding year, notice by the
stockholder to be timely must be received no more than 120 days prior to the date of the annual meeting and not less than
the later of the close of business (a) 90 days prior to the date of the annual meeting and (b) on the 10th day following the
day on which public announcement of the date of such meeting was first made by the Company. In no event shall an
adjournment, recess or postponement of any annual meeting commence a new time period (or extend any time period) for
the giving of a stockholder notice.
To be in proper form, the notice must, as to each person whom the stockholder proposes to nominate for election or re-
election as a director, set forth all information concerning such person as would be required in a proxy statement soliciting
proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and all written and
signed representations and all completed and signed questionnaires required pursuant to our Bylaws. In addition, as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, the notice
must also state the name and address, as they appear on the Company’s books, of such stockholder and such beneficial
owner and the class or series and number of shares of the Company that are owned of record and beneficially by such
stockholder and such beneficial owner.
As to the stockholder giving the notice, or if the notice is on behalf of a beneficial owner on whose behalf the nomination is
being made, as to such beneficial owner, and if such beneficial owner is an entity, as to each control person of such entity,
the notice must state the class or series and number of shares of the Company that are owned of record and beneficially by
such stockholder or beneficial owner and by any control person, a description of any agreement, arrangement or
understanding with respect to the nomination between such stockholder or beneficial owner and any other person and by
any control person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or
Item 6 of Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) of the Exchange Act,
and a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short
positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of
the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or
intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the
Company’s capital stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control
person with respect to shares of stock of the Company. Stockholders who wish to nominate candidates for director must do
so pursuant to these procedures.
In order to encourage Board refreshment and facilitate succession planning, in November 2023 the Board updated its
Corporate Governance Guidelines to establish a maximum twelve-year term of service requirement for new directors and a
mandatory retirement age of 72 (75 for current directors).
|
Board Self-Assessment
|
The Nominating Committee facilitates an
annual assessment of the performance of the Board
and its committees and
coordinates reports of the annual results to the full Board for discussions. The Nominating Committee also recommends
changes to improve the Board and its committees. In
2024
, the Nominating Committee engaged an outside law firm to
obtain input from each director on the performance of the Board and its committees.
|
AECOM
|
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|
2025 PROXY STATEMENT
|
Commencement
The Nominating
Committee Chair
engaged an outside law
firm again in 2024. The
Nominating Committee
Chair, Board Chairman,
and the law firm jointly
developed a
questionnaire that is
used to solicit
confidential feedback
from each director.
Evaluation
The outside law firm
reviewed the completed
questionnaires and
evaluated the feedback on
the effectiveness of the
Board and the directors
individually, including on
board size and
composition, board
operations and Committee
structure and performance.
Analysis
The outside law firm
synthesized and
summarized the
feedback and prepared
an executive summary of
findings and themes for
the Nominating
Committee, working
directly with the
Nominating Committee
Chair and Board
Chairman.
Findings
The outside law firm
summarized the
findings and themes for
the Nominating
Committee Chair and
the Board Chairman,
who then presented to
the Committee; the
outside law firm then
presented the findings to
the Board.
Follow-up
Results requiring
additional
consideration are
addressed at
subsequent Board
and Committee
meetings and such
discussions are
reported back to
the Board, where
appropriate.
|
Director Attendance at Annual Meetings
|
AECOM’s policy is for directors to attend our annual meetings of stockholders unless there are extenuating circumstances.
All directors at the time of the meeting attended the
2024
Annual Meeting.
|
Director Compensation
|
Information regarding the compensation of our non-employee directors is discussed below in “Directors' Compensation for
Fiscal Year
2024
.”
|
Director Retirement Policy
|
Our Corporate Governance Guidelines provide that directors are required to retire from the Board at the end of the term of
service during which they turn 72 years of age (or 75 for current directors).
|
Related Party Transaction Policy
|
We have adopted a written related party transaction policy, which covers transactions in excess of $120,000 between the
Company and our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as
immediate family members and entities they control. The policy requires that any such transaction be considered and
approved by our Audit Committee, except that if the transaction is less than $1 million, the Chair of the Audit Committee may
approve such transaction. In reviewing such transactions, the policy requires the Audit Committee, or the Chair, as
appropriate, to consider all of the relevant facts and circumstances available to the Audit Committee, including (if applicable)
but not limited to the benefits to the Company, the availability of other sources for comparable products or services, the
terms of the transaction and the terms available to unrelated third parties or employees generally. The Board has also
determined that certain transactions are pre-approved and do not require review by the Audit Committee. These include (i)
compensation of the executive officers and Board members, which is reviewed by the Compensation Committee, (ii) a
transaction with another entity in which the interested director or executive officer has an indirect interest in the transaction
solely as a result of being a director or less than 10% beneficial owner of such other entity, and (iii) transactions with another
corporation or charitable organization if the director’s or executive officer’s only interest is as a director or as a non-executive
officer employee of the other corporation or organization and the amount involved does not exceed the greater of $1 million
or 2% of the revenues of such other corporation or organization.
Under the policy, if we should discover related party transactions that have not been approved, the Audit Committee will be
notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.
|
AECOM
|
36
|
2025 PROXY STATEMENT
|
|
Certain Relationships and Related Transactions
|
Mr. van ’t Noordende, a member of our Board and Compensation Committee, is CEO of Randstad. In fiscal year
2024
,
AECOM paid Randstad
approximately $127,542.35 for temporary administrative staffing services.
|
Insider Trading Policy
|
directors, officers, employees and certain consultants. We believe that our Insider Trading Policy is reasonably designed to
promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us.
Among other restrictions, our Insider Trading Policy prohibits directors, officers, employees and consultants from trading in
our securities while in possession of material, non-public information. The foregoing summary of our Insider Trading Policy
does not purport to be complete and is qualified by reference to the full text of our Insider Trading Policy, a copy of which
can be found as an exhibit to our 2024 Form 10-K.
|
Political Contributions and Lobbying
|
Our responsible participation in the U.S. political process is important to our success and the protection of stockholder value.
Our Political Engagement Policy is available on the “Government Relations” area of the “About Us” section on our website at
www.aecom.com
. We update and publish our Political Engagement Policy annually, along with supporting exhibits detailing
our political expenditures. That annual disclosure includes, but is not limited to, the following information:
•
Federal, state and local lobbying expenditures;
•
Amounts and recipients of any direct political contributions made by us in the United States (if any such
expenditures are made);
•
Amounts and recipients of any federal, state or local political contributions made by the AECOM PAC in the United
States (if any such expenditures are made); and
•
Amounts and recipients of payments made in connection with our most significant memberships in trade
associations and industry groups.
In addition, we file quarterly a publicly available federal Lobbying Disclosure Act Report, providing information on activities
associated with influencing legislation through communications with any Member of Congress, congressional staffer, or with
any covered federal executive branch official. The report also provides disclosure on expenditures for the quarter, describes
the specific pieces of federal legislation that were the topic of communications, and identifies the individuals who lobbied on
behalf of AECOM. AECOM files similar periodic reports with state agencies where required reflecting state lobbying activities
which are also publicly available.
|
Stock Ownership Guidelines for Non-Employee Directors
|
Non-employee directors are subject to stock ownership guidelines, which are intended to align their interests with those of
our stockholders. Under the guidelines, our non-employee directors must maintain ownership of AECOM stock at a multiple
of five times the annual retainer by the end of the fiscal year following the fifth anniversary of the director’s initial
appointment to the Board. The minimum number of shares guideline is updated annually based on the current cash retainer
($100,000) and the 12-month trailing average AECOM stock price. Shares owned directly or indirectly, the value of vested
but unexercised stock options and unvested restricted stock are counted toward the guidelines. The table below outlines the
ownership of our non-employee directors as of October 1,
2024
. All current non-employee directors already meet or are
expected to meet guidelines within the five (5) year transition period.
|
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
|
|
(1)
In November 2024, Ms. Kennard notified us of her decision to not stand for re-election at the 2025 Annual Meeting. Ms. Kennard will
continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
(2)
Mr. Kerr’s five-year transition period ends in November 2028.
(3)
Ms. Pipes’ five-year transition period ends in October 2027.
Please see the “Compensation Discussion and Analysis” section for a discussion of the stock ownership guidelines
applicable to our NEOs.
|
AECOM
|
38
|
2025 PROXY STATEMENT
|
Executive Officers
AECOM’s current executive officers are as follows:
|
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
|
The following section sets forth certain background information regarding those persons currently serving as executive
officers of AECOM:
|
Troy Rudd
was 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
|
Compensation Discussion and Analysis
|
Executive Summary
|
|
Why approve
our Say-on-
Pay proposal?
|
|
Our
2024
executive 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
2024
Financial Outperformance
|
AECOM delivered strong results in fiscal 2024 that included new records for several key financial metrics, including net
service revenue, margins, earnings and cash flow:
Guidance: $615M+
Increased Guidance:
$4.50
Initial Guidance: $4.45
Delivered Record
Net Service
Revenue*
Exceeded
Segment Adjusted
Operating Margin*
Guidance to a
New All-Time High
Exceeded
Adjusted EBITDA*
Guidance
Exceeded Adjusted
EPS* Guidance
Generated Record
Free Cash Flow
Guidance
Increased Guidance:
$1,090M
Initial Guidance:
$1,085M
|
+8%
|
+110
|
bps
|
+14%
|
+22%
|
13
th
|
|||||
|
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
|
||||||
Note: guidance presented based on the mid-point of respective ranges where available.
*
See Annex A, Reconciliation of Non-GAAP Items.
•
Organic Net Service Revenue (“NSR”) Growth
was 7% for the full year, including 8% growth in the design business.
•
Segment Adjusted Operating
Margin
on Net Service Revenue (NSR) increased by 110 basis points to 15.8%, which
exceeded our guidance and set a new full year record.
•
Adjusted EBITDA
increased by 14% over the prior year to $1,095 million, which exceeded the mid-point of both our initial
and increased guidance,
and set a record high.
•
Adjusted Earnings per Share (“EPS”)
increased by 22% over the prior year to $4.52, which exceeded the mid-point of
both our initial and increased guidance.
•
Free Cash Flow
of $708 million for the full year exceeded our guidance, set a new all-time high and marked the thirteenth
consecutive year of free cash flow within or above our guidance range.
|
AECOM
|
40
|
2025 PROXY STATEMENT
|
•
Record Project Pursuit Win Rate, Full Year Wins and Pipeline of Opportunities
contributed to a record total backlog,
including record backlog in the design business, which increased by 5%.
•
Strong Balance Sheet and Financial Performance
supported approximately $560 million of capital allocated to
stockholders through share repurchases and dividends in fiscal year
2024
, while our balance sheet remained strong with
low net leverage of 0.8x. Reflecting confidence in our long-term growth prospects, strength of our cash flow and strong
balance sheet, our Board of Directors approved increases to our stock repurchase authorization to $1 billion and an 18%
increase in our quarterly dividend to $0.26.
As a result of our strong execution on our short and long-term strategic and financial commitments, AECOM’s TSR has
consistently outperformed major market indices and its industry competitors. Specifically, AECOM’s total stockholder return
over the past three fiscal years is 59%, which has outperformed the SP 500 and SP 400 MidCap indices by 28 and 44
percentage points, respectively. This out-performance demonstrates that our executive pay design is contributing to
exceptional long-term stockholder value creation.
FY'21 - FY'24 Total Stockholder Return
|
Fiscal Year
2024
Executive Pay Design Supports Strategy
|
Our executive pay program is designed to support our strategy to deliver industry-leading profitable growth and stockholder
30%
RSU
10%
Salary
15%
Target
Annual Bonus
45%
Target PEP
60%
Performance-Based
Compensation
75%
Stock-Based
Compensation
25%
RSU
18%
Salary
20%
Target
Annual Bonus
37%
Target PEP
57%
Performance-Based
Compensation
62%
Stock-Based
Compensation
value creation. To that end, a significant portion of the compensation for our NEOs is “performance based” (i.e., subject to
the accomplishment of individual and Company objectives) and stock based (i.e., aligned with stockholders’ interests
generally) as follows:
|
AECOM
|
41
|
2025 PROXY STATEMENT
|
All core elements of our executive pay program are consistent with our compensation philosophy and are directly linked to
individual and Company performance as follows:
|
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.
|
Fixed
Short-Term Incentives
Long-Term Incentives
Performance-Based Compensation
|
AECOM
|
42
|
2025 PROXY STATEMENT
|
Compensation Governance,
Process and Decisions
|
Executive Pay Philosophy
|
Our executive pay program is designed to support our strategy to deliver industry leading profitable growth and stockholder
value creation. It is underlined by our compensation philosophy that aims to attract and retain the best and brightest in our
industry and recognize and reward outstanding achievements that drive long-term profitable growth and create stockholder
value.
|
Pillars of our Executive Pay Program
|
Market Competitive:
Assess NEO target pay levels against market compensation data prepared by our independent
compensation consultant
Pay Supports Strategy:
Select incentive metrics that drive achievement of long-term financial and strategic objectives
Performance-Based:
Impose performance conditions on the majority of the compensation that may be paid to our NEOs
Rigorous Goal Setting:
Require performance that meets investor guidance and/or outperforms our industry for target
payout on incentive-based compensation
Stockholder Alignment:
Align a significant portion of NEO total compensation opportunity with our stockholders through
long-term equity awards, the majority of which must be earned by achieving pre-established, multi-year performance
standards
|
Compensation Process
|
Compensation decisions are made as part of a year-long review and collaborative process among the following:
|
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
|
The Compensation Committee, which is composed solely of independent directors, has been authorized to determine and
approve compensation for AECOM’s executive officers. As part of the annual compensation planning process for NEOs, the
Compensation Committee reviews their base salary, short-term and long-term incentive compensation, with a focus on the
total reward package. As further described below, the Compensation Committee looks to a peer group of companies, as well
as the broader market, as a baseline for compensation decisions for NEOs. However, AECOM does not target executive
officer compensation at a specific level or percentage relative to compensation provided by the companies in the
compensation peer group or broader market. Instead, when determining compensation for executive officers, the
Compensation Committee takes into account a broad array of factors, including the experience level of the individuals in
their current positions, the overall financial and strategic performance of the Company during the year and the performance
|
AECOM
|
43
|
2025 PROXY STATEMENT
|
and contribution of each executive during the year relative to individual, predefined goals and objectives. Differences in
compensation levels for our NEOs are driven by the Compensation Committee’s assessment, in its judgment, of each of our
executive’s responsibilities, experience and compensation levels for similar positions at peer companies. Except as
otherwise noted in this Compensation Discussion Analysis, the Compensation Committee’s determinations are subjective
and the result of business judgment informed by members’ experiences, analysis of peer company data, input from the
independent consultant, and overall compensation trends.
|
Role of the Compensation Committee
|
–
Reviews the Company’s financial, strategic and operational metrics and goals, compensation peer group and
approves the performance objectives of the CEO and other executive officers.
–
Approves design changes to the executive compensation program, as applicable.
–
Reviews full year Company financial and strategic performance to understand accomplishments relative to
established objectives.
–
Evaluates the CEO’s performance in light of the review of Company performance.
–
Discusses with the CEO his evaluation of the performance of each of the other executive officers relative to their
individual performance objectives.
–
Determines compensation amounts for the CEO and each of the other executive officers, taking into account:
•
Prior year’s compensation;
•
Performance assessments;
•
Market considerations;
•
Internal equity;
•
Individual performance and retention considerations;
•
Input from the Compensation Committee’s independent compensation consultant; and
•
For the other NEOs, the CEO’s recommendations.
–
Reviews and approves the grants and payouts of long-term incentive equity awards, including certification of the
financial results that support awards made under the annual and long-term incentive programs.
With respect to individual long-term incentive equity awards, the Compensation Committee considers individual
performance, market data, including compensation for comparable positions at peer companies, and the strategic
importance of the NEO’s position to determine a dollar denominated long-term incentive equity value to be awarded to each
NEO. The dollar value awarded by the Compensation Committee to each NEO is then converted into a specific number of
units, based on the fair market value of AECOM common stock on the date of grant.
|
Compensation and Organization Committee’s Independent Compensation Consultant
|
The Compensation Committee has the authority to retain the services of outside consultants to assist it in performing its
responsibilities. The Compensation Committee engaged the services of the consulting firm Exequity LLP. During fiscal year
2024
, the consultant provided data on the compensation and relative performance of compensation peer group companies
as well as general industry data to the Compensation Committee, made presentations on regulatory and legislative matters
affecting executive compensation, provided advice on the degree to which compensation arrangements are consistent with
market practices, and consulted on other executive compensation matters as needed. Exequity LLP does not provide any
services to the Company other than advising the Compensation Committee on executive and non-employee director
compensation matters.
The Compensation Committee has assessed the independence of Exequity LLP, considering the following six factors and
other factors that it deemed relevant: (1) other services provided to the Company by Exequity LLP, (2) the amount of fees
paid by the Company to Exequity LLP as a percentage of Exequity LLP’s total revenue, (3) the policies or procedures
maintained by Exequity LLP that are designed to prevent conflicts of interest, (4) any business or personal relationships
between the individual employees of Exequity LLP involved in the engagement and a member of the Compensation
|
AECOM
|
44
|
2025 PROXY STATEMENT
|
Committee, (5) any AECOM stock owned by Exequity LLP’s employees involved in the engagement and (6) any business or
personal relationships between our executive officers and Exequity LLP or the employees of Exequity LLP involved in the
engagement. Following such assessment, the Compensation Committee concluded that Exequity LLP is independent and
that Exequity LLP’s work raises no conflicts of interest.
|
Assessing Competitive Practice
|
As part of its due diligence when making compensation decisions, the Compensation Committee examines pay data for a
group of comparable companies to stay current with market pay practices and trends and to understand the competitiveness
of the Company’s total compensation and its components of pay. The Compensation Committee uses the compensation
peer group and market survey data for informational purposes. The Company does not target a specific percentile or make
significant pay decisions based on market data alone. The Compensation Committee considers Company performance as
well as the level of responsibility, experience and tenure of the individual and performance in the role.
Fiscal Year
2024
Compensation Peer Group
The Compensation Committee, when developing the compensation peer group (the “Compensation Peer Group”), identified
the Company's competitors for talent and considered other various measures of size, scope and complexity, with a focus on
revenue and enterprise value. The
2024
peer group was unchanged from
2023
.
|
AtkinsRéalis*
|
KBR
|
Stantec
|
|
Booz Allen Hamilton
|
Leidos Holdings
|
Tetra Tech
|
|
EMCOR Group
|
MasTec
|
WSP Global
|
|
Fluor
|
Parsons
|
|
|
Jacobs Solutions Inc.
|
Quanta Services
|
*Formerly SNC-Lavalin Group
Stockholder Engagement and Responsiveness
We continue to engage our stockholders
on an on-going basis to solicit feedback on all matters including our executive pay
Annual Meeting
Post-Annual Meeting
Stockholder
Engagement
Ongoing
Stockholder
Outreach
and
Engagement
•
Discuss vote outcomes from Annual Meeting in light
of existing governance practices, as well as feedback
received from stockholders during the proxy season.
•
Review corporate governance trends, recent
regulatory developments and AECOM’s own
practices and procedures.
•
Determine topics for discussion with stockholders.
•
Seek feedback on matters for stockholder
consideration.
•
Publish Annual Report and Proxy
Statement, highlighting recent Company
and Board of Directors activities and
accomplishments.
•
Management and Directors engage
stockholders and other stakeholders regarding
our corporate governance practices to better
understand stockholder feedback and inform
future Board meetings.
•
Evaluate potential changes to corporate
governance in light of stockholder feedback.
•
Conduct annual Board and Committee
evaluations.
Prior to Annual Meeting
Post-Annual Meeting
program. In fiscal year 2024, we directly engaged with stockholders who collectively own greater than 50% of our
outstanding shares. Stockholders affirmed their support for the Company’s compensation philosophy, chosen metrics, and
resulting pay-for-performance alignment, as evidenced by last year’s high level of support for the Company’s directors and
executive compensation program, and continued to emphasize an expectation for best-in-class ESG disclosure,
governance, and pay for performance alignment.
|
AECOM
|
45
|
2025 PROXY STATEMENT
|
Elements of Our Named Executive
Officer Compensation
The following is a discussion of the primary elements of fiscal year
2024
compensation for each of our NEOs. For
2024
, our
NEOs were:
–
Troy Rudd, our Chief Executive Officer,
–
Gaurav Kapoor, our Chief Financial Operations Officer,
–
Lara Poloni, our President, and
–
David Gan, our Chief Legal Officer General Counsel
|
Base Salaries
|
Our Compensation Committee adjusts the base salaries of our NEOs in connection with its periodic review of each NEO’s
performance, any change in responsibility, and competitive talent market conditions. The following sets forth the fiscal year
2024
b
ase salary increases
for each NEO:
|
NEOs
|
2023
($)
|
2024
($)(1)
|
Percent Change
(%)
|
|
|
Troy Rudd
|
1,275,000
|
1,326,000
|
4.0
|
|
|
Gaurav Kapoor
|
770,400
|
810,000
|
5.1
|
|
|
Lara Poloni
|
800,330
|
840,000
|
5.0
|
|
|
David Gan
|
586,500
|
610,000
|
4.0
|
(1)
Salary increase, as applicable, effective January 1,
2024
with the beginning of the calendar year. Salaries disclosed in the “Summary
Compensation Table” reflect actual amounts
earned for
the applicable fiscal year.
The Compensation Committee believes that our NEOs’ base salary levels provide appropriate levels of fixed income based
on the background, qualifications and skill set of each executive.
|
Annual Incentives
|
Our Compensation Committee establishes a short-term incentive award opportunity to be paid to each NEO upon achieving
certain annual individual and company performance goals under the Executive Incentive Plan (“EIP”). For fiscal year
2024
,
the Compensation Committee approved the following targets, shown as a percentage (%) of base salary and in dollar
amounts ($), for the NEOs:
|
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
|
(1)
Bonus targets reflect amounts approved as part of the annual compensation planning process for the fiscal year.
For fiscal year
2024
, the Compensation Committee approved performance measures for our NEOs as set forth in the table
below to support our strategy for attaining long-term profitable growth and stockholder value creation. The targets for each of
the financial metrics align with the initial
earnings guidance
provided to our stockholders and our financial plan as approved
by the Board.
|
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
|
For fiscal year
2024
, each of the NEOs was measured on the following financial metrics and performance results:
|
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
|
|||
*
Numbers in millions, with exception to margins. See Annex A, Reconciliation of Non-GAAP Items.
**
Linear interpolation is applied for outcomes between those shown in the illustration.
Additionally, each NEO received KPI assessment results based on their individual contributions to the Company’s strategic
plan. Total earned percentage payouts were determined based on the combined earned percentages from both the financial
metrics and KPI results as follows:
|
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
|
||
Key Performance Indicator Assessment
With respect to each of our NEOs, the KPI assessment focuses on the individual’s contributions to objectives that are part of
the Company’s strategic plan. For fiscal year
2024
, the following details the KPI assessment goals and actual results
achieved by our CEO; the KPIs for all other NEOs are a subset of our CEO’s.
|
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 ScopeX
TM
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 ScopeX
TM
approach for minimizing embodied carbon in our projects, receiving PAS 2080 certification
from BSI.
|
|
Long-Term Incentives
|
Long-term incentive equity awards reward the creation of long-term stockholder value and achievement of key metrics over
a longer-term period, aligning our NEOs’ interests with those of our stockholders by linking the value of our NEOs’
compensation to AECOM’s stock price. The PEP awards are subject to performance metrics that drive the successful
|
AECOM
|
49
|
2025 PROXY STATEMENT
|
execution of our long-term strategy to build sustainable profitable growth and stockholder value, and both the PEP awards
and RSU awards serve as a retention tool for our NEOs with 3-year continued service vesting requirements.
Long-Term Equity Incentive Award
As part of its review of fiscal year
2024
performance, the Compensation Committee analyzed the role and responsibilities of
each NEO, including their past and current performance history, and prevailing market practices with respect to our
Compensation Peer Group and across industries. Based on these factors (as well as taking into consideration the
Compensation Committee’s collective experience regarding appropriate annual equity grant levels), the Compensation
Committee approved the following equity awards in fiscal year
2024
:
|
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
|
For fiscal year
2024
, the long-term incentive equity award received by each NEO was comprised of the following:
|
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
|
(1)
Defined as the 3-Year Average Annual Adjusted NOPAT divided by the 3-Year Average Quarterly Invested Capital. Adjusted NOPAT is
Adjusted Attributable Net Income plus Adjusted Interest Expense net of Interest Income (
tax effected at a normalized 25% rate
).
Adjusted Attributable Net Income is defined as Net Income Available to Common Stockholders excluding foreign exchange gains/
losses on forward contracts related to financing, acquisition and integration related expenses, transaction related expenses,
transformational restructuring related expenses, financing charges in interest expense, the amortization of intangible assets, and
financial impacts associated with expected and actual dispositions of non-core businesses and assets. Adjusted Interest Expense
excludes financing charges in interest expense. Invested Capital is Attributable Shareholders Equity plus Total Debt less Cash and
Cash Equivalents (all per balance sheet). Quarterly Invested Capital is defined as the beginning and ending balance of each respective
quarter excluding (1) any balance with respect to all at-risk businesses to be sold and (2) changes to Accumulated Other
Comprehensive Loss (i.e., held flat at Q4 FY2023 ending actuals).
(2)
Adjusted EPS Growth is calculated as (a) Adjusted Attributable Net Income (as defined in footnote 1) divided by (b) the Weighted
Average Number of Common Shares Outstanding, on a diluted basis, for a fiscal year, including any impact from share repurchases.
The Compensation Committee sets performance targets that it believes to be rigorous and challenging. The targets for
ROIC and Adjusted EPS included in our PEP design constitute competitively sensitive information. Accordingly, the targets
are not disclosed here but align with the Company’s long-term plan and/or guidance provided to stockholders at the time the
targets were approved. Target levels are disclosed for cycles that have ended as shown in the "2024 Achievements and
Payouts" section below.
The Relative TSR goals measure performance against the Compensation Peer Group and are as
follows
:
|
Metric
|
Threshold
|
Target
|
Maximum
|
|
Relative TSR
|
25th percentile
|
50th percentile
|
75th percentile
|
|
AECOM
|
50
|
2025 PROXY STATEMENT
|
Performance Earnings Program —
2024
Achievements and Payouts
|
Fiscal Year 2022 (
PEP22
)
|
PEP22
has a three-year performance period to measure ROIC and Relative TSR, and a 1-year, 2-year, and 3-year
performance period to measure average Adjusted EPS Growth. The table below details the final performance results.
|
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
|
31
st
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%
|
||
Prior
to approving the
PEP22
payout, the Compensation Committee reviewed the Company’s stock price performance and
Relative TSR as compared to the peer group during the
PEP22
performance period to confirm alignment between pay and
performance. The Compensation Committee determined that the Company’s stock price performance supported the
PEP22
payout as the Company’s market capitalization increased by approximately $4.2 billion or 44% over the performance period.
Importantly, as shown below, the Company’s stock also outperformed the broader stock market, as represented by
the
SP
500 index, over that time period by near
ly
50
%
.
|
AECOM
|
51
|
2025 PROXY STATEMENT
|
|
Fiscal Years
2023
(PEP23) and
2024
(PEP24)
|
PEP23 and PEP24 have three-year performance periods to measure ROIC and Relative TSR, and a 1-year, 2-year, and 3-
year performance period to measure average Adjusted EPS Growth.
The Compensation Committee sets performance targets that it believes to be rigorous and challenging. Because pre-
established targets for financial metrics are competitively sensitive, they are not disclosed here. However, all targets align
with the Company’s long-term plan and/or guidance to stockholders and are designed to drive performance that further
enhances long-term stockholder value creation.
For
PEP23
, the Relative TSR goals are as follows:
|
Metric
|
Threshold
(0% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
|
Relative TSR
|
25th percentile
|
55th percentile
|
75th percentile
|
100% target payout for Relative TSR requires outperformance against the current Compensation Peer Group at the end of
the performance period at
the
55th percentile.
For PEP24, the Relative TSR goals are as follows:
|
Metric
|
Threshold
|
Target
|
Maximum
|
|
Relative TSR
|
25th percentile
|
50th percentile
|
75th percentile
|
For both PEP23 and PEP24, there is no payout below the 25th percentile and Relative TSR of 75th percentile or higher
would result in a 200% payout. Linear interpolation is applied for outcomes between those shown in the illustration above.
|
AECOM
|
52
|
2025 PROXY STATEMENT
|
Other Programs, Policies and Guidelines
|
Stock Ownership Guidelines for Named Executive Officers
|
NEOs are subject to stock ownership guidelines, which helps to ensure that their interests are aligned with those of
stockholders. Under the guidelines, AECOM’s CEO is required to maintain ownership of AECOM stock at six times base
salary and the other NEOs at three times base salary. The minimum number of shares required to meet the guideline is
updated annually based on each executive’s salary and the 12-month trailing average AECOM stock price. Shares owned
directly and indirectly, restricted stock units and vested stock
options
/shares are counted toward the guidelines. NEOs have
five full fiscal years, starting from the date an executive is first subject to the guidelines, to comply.
The table below outlines the stock ownership of the
NEOs
as of October 1,
2024
.
|
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
|
To protect our executives’ health and well-being, facilitate the operation of the business, retain current executives and recruit
new executives, AECOM’s NEOs are eligible to participate in benefit plans that are available to a substantial amount of all
employees, including participation in retirement plans, medical insurance, dental insurance, life insurance, disability
insurance, and time-off programs. Further, the Company offers certain additional benefits only to executive officers and other
senior officers, where applicable, which consist of the following:
•
Executive Annual Physical Program.
AECOM provides an annual complete executive physical examination
benefit at no cost to each NEO.
•
Executive Life Insurance.
AECOM provides company paid life insurance coverage as a multiple of base salary
up to a maximum benefit of $2 million for each NEO.
•
Executive Disability Program.
AECOM provides an Executive Disability Program, which offers salary
replacement of up to 60% of base salary in the event of an executive’s disability (maximum $25,000 per month).
•
AECOM Executive Deferred Compensation Plan.
A non-qualified deferred compensation plan that enables
highly compensated U.S. employees to defer income tax on components of their compensation.
•
Executive Relocation Policy.
AECOM provides relocation support to our most senior leadership. Executives
draw from a budget to choose from a suite of relocation services.
•
Perquisites.
The Company believes that offering certain limited perquisites facilitates the operation of AECOM’s
business and assists in executive retention.
|
Employment Agreements, Severance Benefits and Change in Control Provisions
|
See the “Payments and Benefits Upon Termination or Change in Control” section of this Proxy Statement for a description of
the benefits provided to our NEOs under the AECOM Senior Leadership Severance Plan, the AECOM Technology
Corporation Change in Control Severance Policy for Key Executives, as well as agreements with certain of our NEOs.
|
AECOM
|
53
|
2025 PROXY STATEMENT
|
|
Clawback Provisions
|
In November 2023, the Board approved the Company’s updated clawback policy in compliance with Rule 10D-1 under the
Exchange Act and NYSE Listing Standards. The clawback policy requires the Company to recover incentive-based
compensation made to current and former executive officers that is granted, earned or vested based upon the attainment of
a financial reporting measure in the event of an accounting restatement due to material non-compliance with any financial
reporting requirement under U.S. securities laws.
|
Hedging and Anti Pledging
|
The Company’s insider trading policy prohibits all directors, executive officers (as defined by Section 16 of the Exchange
Act) and certain other employees designated as insiders from engaging in any hedging or monetization transactions, such
as zero cost collars and forward sale contracts, involving Company securities.
In addition, the policy prohibits directors, executive officers and employees from buying shares on margin and the pledging
of Company securities except in certain limited circumstances subject to Company approval and demonstration of the
individual’s ability to repay the applicable loan without selling such securities.
|
Policies and Practices Related to the Timing of Option Awards
|
While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the
disclosure of material, nonpublic information, the Compensation Committee does not seek to time equity grants based on
information about the Company that has not been publicly disclosed. It has been our recent practice to grant most of our
equity awards in the form of RSUs.
|
AECOM
|
54
|
2025 PROXY STATEMENT
|
Report of the Compensation and
Organization Committee of the Board
of Directors
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis
and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be
included in this 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
|
Executive Compensation Tables
The following tables provide information regarding the compensation awarded to or earned during fiscal year ended
September 30,
2024
,
2023
and 2022 by our NEOs.
|
Summary Compensation Table for Fiscal Years
2024
,
2023
and 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
|
|||
(1)
Includes any amounts deferred under our qualified defined contribution plan or our non-qualified deferred compensation plan. For more
information regarding amounts deferred into the non-qualified deferred compensation plan, please refer to the “Executive Non-
Qualified Deferred Compensation for Fiscal Year
2024
” table.
The fiscal year
2024
,
2023
, and 2022 compensation amounts are for a
52-week fiscal year.
(2)
These amounts represent the grant date fair value of the stock awards granted during the applicable fiscal year, calculated in
accordance with FASB ASC Topic 718 as described below and in the “Grants of Plan-Based Awards for Fiscal Year
2024
” table.
The grant date fair value amounts in this column for fiscal year
2024
are based on the following calculations:
•
The grant date fair value of PEP awards subject to financial performance vesting conditions is calculated based upon the number of
target PEP units granted multiplied by 66.7% and by the common stock price of $92.28 on the day of grant for the awards issued on
December 15, 2023. The grant date fair value of PEP awards subject to relative TSR market conditions is calculated based upon the
number of target PEP units granted multiplied by 33.3% and by the Monte Carlo value of $130.52 on December 15, 2023.
•
The annual RSU awards granted on December 15, 2023 are calculated based upon the number of RSUs granted multiplied by the
closing common stock price of $92.28 on the grant date.
With respect to the PEP awards, these amounts represent the value based on the target performance as of the grant date. As
discussed in the Compensation Discussion and Analysis, two thirds, or 66.7%, of the PEP2024 awards are subject to performance
vesting conditions (ROIC and Adjusted EPS Growth) and one third, or 33.3%, are subject to a market condition (Relative TSR). The
value of the financial metrics portion (66.7%) of the PEP2024 awards based on maximum performance is as follows: Mr. Rudd —
$7,600,058 (61,679 PEP2024 units granted × 66.7% × $92.28 grant price × 200% maximum payout), Mr. Kapoor — $2,320,042
(18,856 PEP2024 units granted × 66.7% × $92.28 grant price × 200% maximum payout), Ms. Poloni — $2,480,117 (20,157 PEP2024
units granted × 66.7% × $92.28 grant price × 200% maximum payout), and Mr. Gan — $1,120,033 (9,103 PEP2024 units granted ×
66.7% × $92.28 grant price × 200% maximum payout). PEP2024 awards cliff vest after a three-year performance period on December
15, 2026 based on cumulative performance against performance goals and continued employment over that period (except in the case
of certain qualifying terminations). RSU awards cliff vest on the third anniversary of the grant date (December 15, 2026), subject to
continued employment through the applicable vesting date (except in the case of certain qualifying terminations).
The “Grants of Plan-Based Awards for Fiscal Year
2024
,” “Outstanding Equity Awards for Fiscal Year End
2024
” and the “Option
Exercises and Stock Vested for Fiscal Year
2024
” tables include additional information with respect to all awards outstanding as of
September 30,
2024
.
|
AECOM
|
56
|
2025 PROXY STATEMENT
|
(3)
These amounts represent the annual bonus/short term incentive compensation earned by the NEOs in their respective fiscal years.
See “Compensation Discussion and Analysis —
2024
Elements of Our Named Executive Compensation” for a description of this short-
term incentive program. These figures include any amounts deferred under the Company’s qualified defined contribution and non-
qualified deferred compensation plan.
(4)
These amounts reflect above-market or preferential earnings on non-qualified deferred compensation under the AECOM Executive
Deferred Compensation Plan ("EDCP").
(5)
This amount includes a $9,900 Company match in the AECOM Retirement and Savings Plan (“RSP”), $4,945 executive physical cost,
$4,043 in executive life insurance and long-term disability premiums, $133,729 dividend payments from vested shares, and $91,660 in
membership dues.
(6)
This amount includes a $9,900 Company match in the RSP, $3,048 in executive life insurance premiums, $50,937 dividend payments
from vested shares, and $62,181 in membership dues.
(7)
This amount includes a $9,900 Company match in the RSP, $3,048 in executive life insurance premiums, $48,566 dividend payments
from vested shares, and $1,154 in relocation expenses. Costs related to relocation arise from the move of the Company’s President
from Melbourne, Australia to corporate headquarters in Dallas, TX.
(8)
This amount includes a $9,900 Company match in the RSP, $4,043 in executive life insurance and long-term disability premiums,
$5,340 of Company-paid parking expenses, $3,500 of Company-paid charitable match contributions, $43,101 dividend payments from
vested shares, and entertainment deemed as a no-cost perquisite.
|
AECOM
|
57
|
2025 PROXY STATEMENT
|
|
Grants of Plan Based Awards for Fiscal Year
2024
|
The Compensation Committee typically considers and approves non-equity incentive (“STI”) targets and long-term incentive
equity awards in the first quarter of each fiscal year at regular meetings. The following table sets forth information with
respect to non-equity incentive targets and long-term incentive equity awards granted to NEOs during the fiscal year ended
September 30,
2024
.
|
Name and
Principal
Position
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
All Other
Stock
Awards:
Number of
Shares or
Stock/Units
(#)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(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
|
|||
(1)
See “Compensation Discussion and Analysis —
2024
Elements of Our Named Executive Compensation” for a description of this short-
term incentive program.
(2)
The target for the PEP
2024
awards is 100% of the granted PEP units. The maximum for the PEP
2024
awards is 200% of the granted
PEP units.
(3)
The grant date fair value amounts in this column are based on the following calculations:
•
The grant date fair value of PEP awards subject to financial performance vesting conditions is calculated based upon the number of
target PEP units granted multiplied by 66.7% and by the common stock price of $92.28 on the day of grant for the awards issued on
December 15, 2023. The grant date fair value of PEP awards subject to relative TSR market conditions is calculated based upon the
number of target PEP units granted multiplied by 33.3% and by the Monte Carlo value of $130.52 on December 15, 2023. These
PEP awards will cliff vest 100% on December 15, 2026, following the close of the three-year vesting period, provided the
performance conditions are achieved, subject to continued employment through the vesting date (except in the case of certain
qualifying terminations).
•
The annual RSU awards granted on December 15, 2023 are calculated based upon the number of RSUs granted multiplied by the
closing common stock price of $92.28 on the grant date. These annual RSU awards will cliff vest 100% on December 15, 2026,
subject to continued employment through the vesting date (except in the case of certain qualifying terminations).
|
AECOM
|
58
|
2025 PROXY STATEMENT
|
|
Outstanding Equity Awards at Fiscal Year-End
2024
|
The following table sets forth information with respect to all outstanding equity awards held by the NEOs as of September
30,
2024
.
|
Option Award
|
Stock Award
|
|||||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
|
||||||||||||||
(1)
This column represents the aggregate number of shares subject to RSU
2024
, RSU
2023
, RSU2022, PEP
2024
, PEP
2023
, and
PEP2022 awards that were subject only to service-based vesting as of September 30,
2024
. For PEP
2024
, the number of earned PEP
units reflects fiscal year
2024
adjusted EPS growth performance of 175.6%. For PEP
2023
, the number of earned PEP units reflects
fiscal year
2023
adjusted EPS growth performance of 200% and fiscal year
2024
two-year average adjusted EPS growth performance
of 200%. For PEP2022, the number of earned PEP units is based on the actual performance of 139.7%.
(2)
This column represents the aggregate number of shares subject to RSU
2024
, RSU
2023
, RSU2022, PEP
2024
, PEP
2023
, and
PEP2022 awards that were subject only to service-based vesting as of September 30,
2024
, multiplied by the September 30,
2024
common stock price of $103.27 per share.
|
AECOM
|
59
|
2025 PROXY STATEMENT
|
(3)
This column represents the number of shares subject to PEP
2024
and PEP
2023
units that were unearned and unvested as of
September 30,
2024
. The number of PEP units is based on estimated performance of 200% for PEP
2024
. For PEP
2023
, the number
of PEP units is based on the estimated performance of 200% for two-thirds, or 66.7%, of the awards that are subject to performance
vesting conditions (ROIC and Adjusted EPS Growth) and on estimated performance at target of 100% for one third, or 33.3%, of the
awards that are subject to a market condition (Relative TSR).
(4)
This column represents the number of PEP
2024
and PEP
2023
units that were not vested as of September 30,
2024
. The number of
PEP units is based on estimated performance of 200% for PEP
2024
, multiplied by the September 30,
2024
common stock price of
$103.27 per share. For PEP
2023
, the number of PEP units is based on the estimated performance of 200% for two thirds, or 66.7%, of
the awards that are subject to performance vesting conditions (ROIC and Adjusted EPS Growth) and on estimated performance at
target of 100% for one third, or 33.3%, of the awards that are subject to a market condition (Relative TSR), multiplied by the September
30,
2024
common stock price of $103.27 per share.
(5)
This reflects the special performance stock option award granted on August 15, 2020 to Mr. Rudd in connection with his appointment to
the position of CEO. The performance stock option is subject to both service and stock price vesting conditions, which must each be
satisfied for the option to vest as to the underlying shares. The service vesting requirement is satisfied in five (5) equal installments on
each anniversary of the grant date, subject to continued employment through the applicable vesting date except in connection with
certain qualifying terminations. The performance vesting requirement is also satisfied in five (5) equal installments, upon our volume-
weighted average price during a 20-day consecutive trading day period achieving each of the following stock price hurdles:
|
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% ($77.44)
|
20%
|
Performance achieved; will vest on August 15, 2025
|
The table below provides information on the vesting schedules associated with the outstanding long-term incentive equity
awards listed above:
|
Award Type
|
Expiration
Date
|
Vesting Schedule
|
|
Option
|
8/15/2027
|
The option vests over five (5) years subject to achievement of certain stock price performance goals.
|
|
RSU2024
|
—
|
The RSUs vest 100% on December 15, 2026*.
|
|
RSU2023
|
—
|
The RSUs vest 100% on December 15, 2025*.
|
|
RSU2022
|
—
|
The RSUs vested on December 15, 2024.
|
|
PEP2024
|
—
|
The PEPs will vest on December 15, 2026*.
|
|
PEP2023
|
—
|
The PEPs will vest on December 15, 2025*.
|
|
PEP2022
|
—
|
The PEPs vested on December 15, 2024.
|
*
The vesting of the RSU awards and PEP awards is subject to continued employment through the applicable vesting date (except in the
case of certain qualifying terminations).
|
AECOM
|
60
|
2025 PROXY STATEMENT
|
|
Option Exercises and Stock Vested for Fiscal Year
2024
|
The following table sets forth information about the value realized by the NEOs upon the exercise of stock options and for
stock awards that vested during the fiscal year ended September 30,
2024
.
|
Option Awards
|
Stock Awards
|
|||||
|
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
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
|
||||
(1)
The values in this column reflect amounts vested from the PEP2021 and RSU2021 awards granted on December 15, 2020. The value
of the PEP2021 units is based on units earned at actual performance of 170.2% and the December 15, 2023 common stock price of
$92.28.
|
Executive Nonqualified Deferred Compensation for Fiscal Year
2024
|
The following table sets forth information with respect to activity in the AECOM Executive Deferred Compensation Plan
(“EDCP”) during the fiscal year ended September 30,
2024
. The EDCP is a non-qualified plan that enables eligible
employees to defer compensation in excess of amounts that may be contributed to the tax-qualified RSP. As with the RSP,
participants are allowed to defer base salary into the EDCP. The EDCP also permits deferral of sign on bonuses and annual
incentive bonuses. Up to 50% of base salary and 100% of any eligible bonus may be deferred into the EDCP. The EDCP
offers a fixed rate of return, which is determined based on the
September 30, 2023 Prime Rate
.
|
Name
|
Executive
Contributions
in Last FY
($)
|
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
|
(1)
Earnings were calculated using the rate of 8.50% and, to the extent exceeding 120% of the Applicable Federal Rate, were included in
the Non-qualified Deferred Compensation Earnings column of the “Summary Compensation Table”.
(2)
$34,888 of this amount was reported as an executive contribution or earnings above the Applicable Federal Rate in the “Summary
Compensation Table” in prior year proxy statements. The information in this footnote is provided to clarify the extent to which amounts
payable as deferred compensation represent compensation reported in our prior proxy statements, rather than new deferrals of
compensation.
|
Payments and Benefits Upon Termination or Change in Control
|
Payments and benefits that would be provided to each NEO in addition to those received by all employees (such as payout
of accrued salary and paid time off) as a result of certain termination events are set forth in the table below. The amounts
shown assume a qualifying termination of employment effective as of the last day of our fiscal year ended September 30,
2024
.
Agreements with NEOs
The Company has entered into a letter agreement with Mr. Rudd dated June 13, 2020 (the “Rudd Agreement”), pursuant to
which he is eligible to participate in the Senior Leadership Severance Plan as described below, except that he is eligible to
receive a severance multiple of two (2) times base salary (rather than one (1) times base salary). In addition, the Rudd
Agreement provides that Mr. Rudd is eligible for the severance payments and benefits provided under the Change in Control
Severance Policy for Key Executives, with the following modifications: (a) his lump sum cash severance benefit will equal
|
AECOM
|
61
|
2025 PROXY STATEMENT
|
two (2) times (rather than one (1) times) his annual base salary; and (b) his lump sum payment in respect of healthcare
premiums will be multiplied by 24 (rather than 12).
On March 1, 2023, the Company entered into an employment agreement with Ms. Poloni (the “Poloni Agreement”). The
employment is at-will and may be terminated at any time for any reason, with or without notice, by Ms. Poloni or the
Company. The Poloni Agreement provides that Ms. Poloni is eligible for severance payments and benefits provided under
the Change in Control Severance Policy for Key Executives and Senior Leadership Severance Plan.
Cash Severance Plan
In December 2024, the Compensation Committee approved the Executive Officer Cash Severance Policy (the “Cash
Severance Plan”). Pursuant to the Cash Severance Plan, any new employment agreement, any new severance, separation,
or change of control agreement or similar arrangement, and any new severance plans or policies, with or applicable to any
of our executive officers, will not permit cash severance benefits to exceed 2.99 times the sum of the executive officer’s
base salary and annual target bonus without the approval or ratification of our stockholders.
Senior Leadership Severance Plan
In June 2020, the Compensation Committee approved the AECOM Senior Leadership Severance Plan (the “Severance
Plan”). Each named executive officer currently employed by the Company is an eligible employee under the Severance
Plan. The Severance Plan provides that, upon the termination of employment of an eligible employee by the Company other
than for Cause (as defined in the Severance Plan) or due to death or disability (other than any such termination in
connection with a change in control of the Company), in addition to the payment of accrued obligations, the eligible
employee will receive the following compensation and benefits from the Company: (i) a lump sum payment equal to one (1)
times the eligible employee’s base salary (except with respect to Troy Rudd, whose multiple is two (2) times base salary); (ii)
a prorated target bonus for the fiscal year in which the termination occurred based on the number of days of service in the
fiscal year; (iii) additional service vesting credit for purposes of outstanding equity awards based on the eligible employee’s
years of service with the Company (12 months of credit for five to ten years of service and 24 months of credit for more than
ten years of service); and (iv) a lump sum payment in respect of the monthly employer portion of healthcare premiums
multiplied by 12 (except with respect to Mr. Rudd, for whom the monthly employer portion of the premiums is multiplied by
24). The receipt of the foregoing severance payments and benefits will be subject to the eligible employee’s execution of a
separation and release agreement that contains customary restrictive covenants, including obligations with respect to
confidentiality and restrictions on soliciting the Company’s employees and customers.
Change in Control Severance Policy for Key Executives
Pursuant to the AECOM Technology Corporation Change in Control Severance Policy for Key Executives (the “CIC Plan”),
the NEOs in the table below will receive the following benefits from the Company in connection with a Change in Control (as
defined in the CIC Plan):
•
Upon a Change in Control only (“single trigger”): (i) full vesting acceleration of equity awards only if the surviving
entity does not continue or substitute such awards post-closing and (ii) deemed satisfaction of PEP Award targets
based on actual performance through the change in control date and conversion of the earned PEPs to unvested
RSUs that will continue to vest based on continued employment through the time based vesting period for the
PEPs (generally through December 15 following the end of the PEP performance cycle).
•
Upon a termination without Cause (as defined in the CIC Plan) or with Good Reason (as defined in the CIC Plan)
within the period that begins 90 days prior to a Change in Control and ends 24 months following a Change in
Control (“double trigger”): (i) full vesting acceleration of all unvested PEP (but based on actual performance through
the change in control date), stock option, RSU and other equity awards; (ii) a lump sum cash severance payment
equal to a multiple (two times for our CEO and 1.5 times for other NEOs) of the sum of the NEO’s base salary and
average bonus earned over the three years prior to the year of termination (but including only those years in which
the NEO was employed as a Key Executive of the Company); (iii) a pro rata annual bonus payment, under the
annual incentive compensation plan applicable to the executive, for the year in which the employment termination
occurs, based upon the number of full months between the beginning of the applicable annual performance period
and the executive’s last date of employment and the target level of performance and payable when bonuses are
otherwise payable to the Company’s executives; and (iv) continued health coverage for a number of years equal to
the severance multiple (i.e., two years for our CEO and 1.5 years for other NEOs).
The receipt of the foregoing severance payments and benefits will be subject to the eligible employee’s execution of a
general waiver and release of claims in a form provided by the Company (except as otherwise required by applicable law
with respect to eligible employees employed outside of the United States).
|
AECOM
|
62
|
2025 PROXY STATEMENT
|
Long-Term Incentive Equity Award Agreements
Pursuant to the terms of each of the RSU and PEP awards (“Long-term Incentive” in the tables below) held by our NEOs,
upon the date of a termination of the executive’s employment as a result of death or disability, all unvested RSU awards will
vest in full and PEP awards will vest based on actual performance as of the termination date. Upon a termination of the
executive’s employment as a result of retirement, a pro rata portion of the unvested RSU2022 and PEP2022 awards will
vest. The proration will be calculated as a percentage where the denominator is the number of months in the vesting period
or performance cycle of the relevant award and the numerator is the number of whole months from the beginning date of the
vesting period or performance cycle through the date of the executive’s termination. PEP awards will pay out after the end of
the performance period at the lesser of actual performance or 100%. For awards granted in fiscal years 2023 and
2024
,
RSU2023 and RSU
2024
awards will forfeit upon retirement and PEP2023 and PEP
2024
awards will continue to vest with
payout after the end of the performance period at actual performance.
|
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
|
(1)
Under the Change in Control Severance Policy in the event that any benefit payable constitutes a “parachute payment” within the
meaning of Internal Revenue Code Section 280G and would be subject to excise tax imposed by Section 4999 of the Internal Revenue
Code, then payments shall be provided either in full or reduced to an amount in which no portion of the benefits would be subject to
excise tax, whichever provides the greatest after-tax benefit to the executive. The amounts in the table represent the benefits without
consideration of reduction to avoid excise tax and based on assumption of a double-trigger event.
(2)
Amounts in this row reflect values for vesting of both RSUs and PEP awards. Amounts for RSUs are based on the AECOM common
stock closing price as of September 30, 2024, which was $103.27 per share. In the event of retirement or involuntary termination
without cause, PEP awards are eligible to vest based on actual performance through the end of the performance period and amounts
reflect estimated actual performance as of September 30, 2024. In the event of death, disability, or involuntary termination upon a
change of control, PEP awards are eligible for full accelerated vesting based on actual performance through the termination date and
amounts reflect estimated actual performance as of September 30, 2024.
(3)
Amounts in this row also reflect values for vesting of option awards for Mr. Rudd. In the event of death, disability, involuntary
termination without cause, or involuntary termination upon a change of control, option awards are eligible for full accelerated vesting
and amounts reflected are the difference between the AECOM stock closing price as of September 30, 2024, and the exercise price of
unvested option awards. In the event of retirement, option awards are eligible for continued vesting and amounts reflected are the
difference between the AECOM stock closing price as of September 30, 2024, and the exercise price of unvested option awards.
|
AECOM
|
63
|
2025 PROXY STATEMENT
|
CEO Pay Ratio
|
Pay Ratio
|
Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the “Regulation,” below we
provide disclosure of the ratio of our CEO’s annual total compensation to that of our median compensated employee.
|
|
Total Compensation
|
|
|
CEO
|
$
14,440,729
|
|
|
Median Employee
|
$
70,951
|
|
|
Ratio
|
203.5
|
|
Global Employee Data Set
|
To derive our global employee data set, we employed the following methodology and assumptions:
•
Data Source:
We used our global human resource system of record to aggregate employee information from our
various systems worldwide.
•
Determination Date:
We selected September 17, 2024 which falls within the last three months of our most recently
completed fiscal year, as the determination date for identifying our median employee.
|
Consistently Applied Compensation Measure Selection of Median Employee
|
To determine our median compensated employee, we used a Consistently Applied Compensation Measure (CACM). As our
CACM, we used Annual Base Compensation, defined as base salary rate taking into account the employee’s full-time or
part-time status and the employee’s scheduled hours of employment, plus any guaranteed 13th or 14th month period pay, as
of the Determination Date. We exchanged non-U.S. compensation to U.S. dollars applying the same fixed annual exchange
rate used in our filed periodic reports.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s
annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make
reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the
pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have
different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates
and assumptions in calculating their own pay ratios.
|
AECOM
|
64
|
2025 PROXY STATEMENT
|
Pay Versus Performance
compared to Company performance for the years ended September 30,
2024
,
2023
, 2022, and 2021. The Compensation
Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the
years shown.
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
CEO was
Troy Rudd
and the other NEOs were Gaurav Kapoor, Lara Poloni, David Gan, and Todd Battley.
(2)
The values reflected in this column reflect the “Total Compensation” set forth in the Summary Compensation Table (“SCT”) disclosed for
each respective fiscal year
.
See the footnotes to the SCT for further detail regarding the amounts in this column.
|
CEO
|
Average Non-CEO NEOs
|
|||||||||
|
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
|||
|
SCT Total
|
|
|
|
|
|
|
|
|
||
|
Minus SCT Stock Awards
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
||
|
Plus Year-End Fair Value
of Unvested Equity
Awards Granted in Year
|
|
|
|
|
|
|
|
|
||
|
Plus Change in Value of
Unvested Equity Awards
Granted in Prior Years
|
|
|
|
|
|
|
|
|
||
|
Plus Change in Value of
Vested Equity Awards
Granted in Prior Years
|
|
|
|
|
|
|
|
|
||
|
Plus Change in Value of
Dividend Equivalent Units
Accumulated on Unvested
Equity Awards
|
|
|
|
|
|
|
|
|
||
|
Total CAP
|
|
|
|
|
|
|
|
|
||
Commercial Professional Services index, respectively,
for the year ende
d September 30, 2021, the two-years ended September 30,
2022, the three-years ended September 30, 2023, and the four-years ended September 30, 2024, assuming a $100 investment at the
400 Commercial Professional Services index is a more appropriate comparison than the prior SP MidCap 400 index due to the
composition of the included companies given their size, comparable services and lines of business, and reflects our transformation into
a professional services firm.
(5)
Reflects the cumulative total stockholder return of the Company and the 2023 peer group, represented by the SP MidCap 400 index,
respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, the three-years ended September 30,
2023, and the four-years ended September 30, 2024, assuming a $100 investment at the closing price on September 30, 2020 and the
reinvestment of all dividends.
(6)
Amounts in thousands.
|
AECOM
|
65
|
2025 PROXY STATEMENT
|
(8) Represents the adjusted EPS growth for each respective fiscal year compared to fiscal 2020 indexed to 100. The information provided
is supplemental to the information required under Item 402(v) and is included to demonstrate earnings growth consistent with the
The following is provided to describe the relationship between CAP and Net Income and Adjusted EPS as well as the
relationship between the Company’s TSR and the
TSR for the 2023 peer group and 2024 peer group
, in each case over the
years covered in the table above. All values other than EPS and TSR are in t
housands.
|
AECOM
|
66
|
2025 PROXY STATEMENT
|
|
Strong Relationship Between CAP and Certain Performance Measures
|
outperformed market indices and a 21% Adjusted EPS compounded growth rate
, which reflects the Company’s
focus on shareholder value creation. As evidenced by this strong performance, as compared to fiscal 2021, CEO
and non-CEO CAP increased by 37% and 73% respectively in fiscal
2024
.
•
Additionally, performance on other key metrics that drive long-term value creation, including free cash flow,
adjusted EBITDA and segment adjusted operating margin, also increased meaningfully over this period.
•
GAAP Net Income is influenced by a number of factors and can include items that are one-time in nature and is not
exclusively used by investors to determine the long-term earnings power of the Company. As such, trends can vary
meaningfully between CAP and GAAP Net Income.
|
AECOM
|
67
|
2025 PROXY STATEMENT
|
FY'21 - FY'24 Total Stockholder Return
Company to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to
Company performance:
|
Significant Financial Performance Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
The disclosure included in this “Pay Versus Performance” section is not incorporated by reference in Part III of the
Company’s Annual Report on Form 10-K for the year ended September 30,
2024
.
|
AECOM
|
68
|
2025 PROXY STATEMENT
|
Directors' Compensation
The following table sets forth information with respect to the compensation that certain members of the AECOM Board
received in fiscal year
2024
. Mr. Rudd did not receive separate compensation for Board member activities.
All non-employee directors are paid a cash retainer of $100,000 per year. In addition, these non-employee directors receive
the following cash retainers for their service on the Board:
•
Chairman of the Board — Annual retainer of $150,000
•
Chair of the Audit Committee — Annual retainer of $25,000
•
Chair of the Compensation Committee — Annual retainer of $25,000
•
Chair of the Other Committees — Annual retainer of $20,000
•
Members of the Audit Committee — Annual retainer of $12,000
•
Members of the Other Committees — Annual retainer of $9,500
•
Board/Committee Meeting Fees — $1,500 or $1,000 for each meeting attended in-person or by telephone,
respectively, is paid when the number of meetings during the year has exceeded five (5) for the Board or each
Committee
Each non-employee director also receives a $1,000 fee per day, plus reimbursement for travel for attendance at other
qualifying Board-related functions in his or her capacity as a director.
Each non-employee director receives an annual equity award with a value of $167,500 (except the Chairperson of the Board
who receives $190,000) comprised of time-vested RSUs. We have reviewed this policy and made market-based
adjustments to the equity component of directors’ compensation going forward. Each non-employee director who joins our
Board receives an annual equity award prorated for the number of quarters he or she serves. Exequity provided an annual
report indicating our compensation for directors is consistent with market practice.
Non-employee directors are eligible to participate in the AECOM Executive Deferred Compensation Plan, pursuant to which
each director may elect to defer all or a portion of such director's cash retainer and/or RSU grants.
|
Name
|
Fees Earned or
Paid in Cash
($)(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
|
(1)
These amounts include annual retainer fees and any Board and committee meeting fees earned in fiscal year
2024
.
(2)
Mr. Kerr received an RSU award on November 16, 2023 in connection with his appointment to the Board of Directors that vested on
March 19, 2024 and was settled in shares of AECOM stock. For all directors, the RSUs granted on March 19,
2024
will become 100%
vested on the earlier of the first anniversary of the grant date or the date of the Company’s
2025
Annual Meeting, and will be settled in
shares of AECOM stock.
(3)
The amounts include cash dividend payments for all non-employee directors and Company matching contributions to charitable
organizations for Mss. Kennard and Wolfenbarger and Mr. van 't Noordende.
(4)
In November 2024, Ms. Kennard notified us of her decision not to stand for re-election at the 2025 Annual Meeting. Ms. Kennard will
continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
|
AECOM
|
69
|
2025 PROXY STATEMENT
|
As of September 30,
2024
, the non-employee directors during fiscal year
2024
had the following number of unvested RSUs
outstanding as of such date:
|
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
|
(1) In November 2024, Ms. Kennard notified us of her decision not to stand for re-election at the 2025 Annual Meeting. Ms. Kennard
will continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
|
AECOM
|
70
|
2025 PROXY STATEMENT
|
Compensation Committee Interlocks
and Insider Participation
The members of the Compensation Committee of our Board in fiscal year
2024
were Daniel R. Tishman (Chair), Bradley W.
Buss, Derek J. Kerr, Douglas W. Stotlar and Sander van ’t Noordende. Mr. van ’t Noordende has certain relationships
requiring disclosure under Item 404(a) of Regulation S-K as described under the heading “Corporate Governance — Certain
Relationships and Related Transactions” in this proxy statement. None of the other current or former members of the
Compensation Committee of our Board during fiscal year
2024
were or currently are a current or former officer or employee
of the Company, or have had any relationships requiring disclosure under Item 404(a) of Regulation S-K. No executive
officer of the Company serves or served during fiscal year
2024
as a member of the Board or Compensation Committee of
any entity that has one or more executive officers serving on our Compensation Committee.
|
AECOM
|
71
|
2025 PROXY STATEMENT
|
Report of the Audit Committee of the
Board of Directors
The Audit Committee is comprised of non-employee directors, all of whom are “independent” under the applicable listing
standards of the NYSE and the applicable rules of the SEC. The Audit Committee is governed by a written charter, as
amended and restated, which has been adopted by the Board. A copy of the current Audit Committee Charter is available for
viewing on the “Corporate Governance” area of the “Investors” section of our website a
t
www.aecom.com
.
Management of the Company is responsible for the preparation, presentation, and integrity of the consolidated financial
statements, maintaining a system of internal controls and having appropriate accounting and financial reporting principles
and policies. The independent registered public accounting firm is responsible for planning and carrying out an audit of the
consolidated financial statements and an audit of internal control over financial reporting in accordance with the rules of the
Public Company Accounting Oversight Board (United States) and expressing an opinion as to the consolidated financial
statements’ conformity with U.S. generally accepted accounting principles (“GAAP”) and as to internal control over financial
reporting. The Audit Committee monitors and oversees these processes and is responsible for selecting and overseeing the
Company’s independent registered public accounting firm.
As part of the oversight process, the Audit Committee met four times during fiscal year
2024
. Throughout the year, the Audit
Committee met with the Company’s independent registered public accounting firm, management and internal auditors, both
together and separately in closed sessions, to review accounting, auditing, internal controls and financial reporting matters.
In the course of fulfilling its responsibilities, the Audit Committee did, among other things, the following:
•
reviewed and evaluated the performance and quality of Ernst Young LLP, the Company’s independent registered
public accounting firm, and its lead audit partner in its determination to recommend the retention of Ernst Young
LLP, including by assessing the performance of Ernst Young LLP from within the Audit Committee and from the
perspective of senior management and the internal auditor;
•
considered whether the provision of non-audit services by Ernst Young LLP to the Company is compatible with
maintaining the registered public accounting firm’s independence;
•
reviewed and discussed with management and Ernst Young LLP the audited consolidated financial statements
for the year ended September 30,
2024
and unaudited consolidated financial statements for the quarters ended
December 31,
2023
, March 31,
2024
, and June 30,
2024
;
•
reviewed management’s representations that the Company’s consolidated financial statements were prepared in
accordance with GAAP and present fairly the results of operations and financial position of the Company;
•
discussed with Ernst Young LLP the matters required to be discussed by PCAOB Auditing Standard No. 1301,
Communications with Audit Committees, as modified or supplemented and the overall scope and plans for the
annual audit, the results of their examinations, their evaluation of the Company’s internal controls and the overall
quality of the Company’s financial reporting;
•
received the written disclosures and letter from Ernst Young LLP required by the applicable requirements of the
Public Company Accounting Oversight Board regarding Ernst Young LLP’s communication with the Audit
Committee concerning independence, and discussed with Ernst Young LLP its independence;
•
monitored the reporting system implemented to provide an anonymous complaint reporting procedure;
•
reviewed the scope of and overall plans for the annual audit and the internal audit program;
•
reviewed new accounting standards applicable to the Company with the Company’s Chief Financial Officer, internal
audit department and Ernst Young LLP;
•
consulted with management and Ernst Young LLP with respect to the Company’s processes for risk assessment
and risk mitigation;
•
reviewed the implementation and effectiveness of the Company’s ethics and compliance program, including
processes for monitoring compliance with the law, Company policies and the Code of Business Conduct and
Ethics.
|
AECOM
|
72
|
2025 PROXY STATEMENT
|
The Audit Committee also met with representatives of management, the internal auditors, legal counsel and Ernst Young
LLP on a regular basis throughout the year to discuss the progress of management’s testing and evaluation of the
Company’s system of internal control over financial reporting in response to the applicable requirements of the Sarbanes-
Oxley Act of 2002 and related U.S. Securities and Exchange Commission regulations. At the conclusion of this process, the
Audit Committee received from management its assessment and report on the effectiveness of the Company’s internal
controls over financial reporting. In addition, the Audit Committee received from Ernst Young LLP its attestation report on
the Company’s internal control over financial reporting. These assessments and reports are as of September 30,
2024
. The
Audit Committee reviewed and discussed the results of management’s assessment and Ernst Young LLP’s attestation.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors,
and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended September 30,
2024
, for filing with the U.S. Securities and Exchange
Commission. The Audit Committee also approved the appointment of Ernst Young LLP as the Company’s independent
registered public accountants for the fiscal year ending September 30,
2025
and recommended that the Board submit this
appointment to the Company’s stockholders for ratification at the
2025
Annual Meeting.
|
Respectfully submitted,
Kristy Pipes, Chair
Derek J. Kerr
Douglas W. Stotlar
Gen. Janet C. Wolfenbarger
|
|
AECOM
|
73
|
2025 PROXY STATEMENT
|
Audit Fees
|
Independent Registered Public Accounting Firm and Fees
|
The following table summarizes the fees for professional audit services provided by Ernst Young LLP for the audit of the
Company’s annual consolidated financial statements for the fiscal years ended September 30,
2024
, and September 30,
2023
, as well as fees billed for all other services provided by Ernst Young LLP during those same periods:
|
(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
|
Audit Fees.
The fees identified under this caption were for professional services rendered by Ernst Young LLP for fiscal
years
2024
and
2023
in connection with the audit of our annual financial statements and review of the financial statements
included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the
independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the
years identified.
Audit-Related Fees.
The fees identified under this caption were for assurance and related services that were related to the
performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” This
category may include fees related to the performance of audits and attestation services not required by statute or
regulations, due diligence activities related to acquisitions, contractor’s license compliance procedures and accounting
consultations about the application of generally accepted accounting principles to proposed transactions.
Tax Fees.
The fees identified under this caption were for tax compliance of $0.6 million, tax planning, tax advice and
corporate tax services. Corporate tax services may encompass a variety of permissible services, including technical tax
advice related to U.S. and international tax matters, assistance with foreign income and withholding tax matters, assistance
with sales tax, value added tax and equivalent tax-related matters in local jurisdictions, preparation of reports to comply with
local tax authority transfer pricing documentation requirements and assistance with tax audits.
All Other Fees.
None.
Approval Policy.
Except for requests for preapproval made between Audit Committee meetings, the Company’s Audit
Committee approves in advance all services provided by our independent registered public accounting firm. The Chair of our
Audit Committee approves in advance all services requested between Audit Committee meetings. All such interim approvals
are reported to and approved by the full Audit Committee at the next meeting. All engagements of our independent
registered public accounting firm in fiscal years
2024
and
2023
were pre-approved by the Audit Committee or Chair of the
Audit Committee in accordance with this policy.
|
AECOM
|
74
|
2025 PROXY STATEMENT
|
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of our common stock as of
January 6, 2025
, by:
•
Each person or group of affiliated persons who we know beneficially owns more than 5% of our common stock;
•
Each of our directors and nominees;
•
Each of our NEOs; and
•
All of our directors and executive officers as a group.
Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. The
table includes the number of shares underlying options and warrants that are exercisable within, and the number of shares
of restricted stock units that settle within 60 days from
January 6, 2025
.
|
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
|
*
|
_
*
Indicates less than one percent.
(1)
Unless otherwise indicated, the address of each person in this table is c/o AECOM,
13355 Noel Road, Suite 400, Dallas, Texas
75240
, Attention: Corporate Secretary.
(2)
Calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options or warrants
exercisable by the holder thereof and the number of shares of restricted stock units that settle within 60 days of
January 6, 2025
, are
deemed outstanding for the purposes of calculating the number and percentage owned by such stockholder, but not deemed
|
AECOM
|
75
|
2025 PROXY STATEMENT
|
outstanding for the purpose of calculating the percentage of any other person. Unless otherwise noted, all shares listed as beneficially
owned by a stockholder are outstanding.
(3)
Based solely on the information set forth in a Schedule 13G/A filed by Blackrock Inc. with the SEC on January 23, 2024. Based on
such filing, Blackrock Inc. has sole power to vote or to direct the vote with respect to 15,937,311 shares and sole power to dispose or
to direct the disposition of 17,168,905 shares.
(4)
Based solely on the information set forth in a Schedule 13G/A filed by PRIMECAP Management Company with the SEC on February
12, 2024. Based on such filing, PRIMECAP Management has sole power to vote or to direct the vote with respect to13,545,493
shares, sole power to dispose or to direct the disposition of 14,009,719 shares.
(5)
Based solely on the information set forth in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024.
Based on such filing, The Vanguard Group has shared power to vote or to direct the vote with respect to 70,484 shares, sole power to
dispose or to direct the disposition of 12,999,043 shares, and shared power to dispose or to direct the disposition of 164,007 shares.
(6)
For Mr. Stotlar, common stock includes 2,029 shares that will be acquired as settlement of restricted stock units prior to March 6,
2025. For all other directors, common stock includes 1,789 shares that will be acquired as settlement of restricted stock units prior to
March 6, 2025.
(7)
In November 2024, Ms. Kennard notified us of her decision not to stand for re-election at the 2025 Annual Meeting. Ms. Kennard will
continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
(8)
Common stock includes 353 shares held in the Company’s RSP.
(9)
Common stock includes 1,336 shares held in the Company’s RSP.
(10)
Common stock includes 51 shares held in the Company’s RSP.
(11)
Common stock includes 516 shares held in the Company’s RSP.
|
AECOM
|
76
|
2025 PROXY STATEMENT
|
Other Information
|
Stockholders Sharing the Same Address
|
Stockholders who have more than one account holding AECOM stock but who share the same address may request to
receive only a single set of annual meeting materials. Such requests should be submitted in writing to AECOM,
13355 Noel
Road, Suite 400, Dallas, Texas 75240
, Attention: Corporate Secretary; online through the Information Request page in the
“Investors” section of our websit
e:
www.aecom.com
;
or by calling Investor Relations at (212) 973-2982, and we will promptly
make the changes that you have requested. Stockholders who choose to receive only one copy of the annual meeting
materials will continue to have access to and utilize separate proxy voting instructions.
If you want to receive a paper proxy or voting instruction form, or other proxy materials for purposes of the
2025
Annual
Meeting, follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you.
|
Annual Report on Form 10-K
|
Printed copies of our most recent Annual Report on Form 10-K (including our financial statements) are available upon
request without charge by calling Investor Relations at (212) 973-2982; writing to AECOM,
13355 Noel Road, Suite 400,
Dallas, Texas 75240
, Attention: Corporate Secretary; or soft copies may be obtained from the Investor section of
www.aecom.com
.
|
Stockholder Proposals
|
2026
Annual Meeting Proposals:
Stockholders who wish to have proposals considered for inclusion in the Proxy Statement and form of proxy for our
2026
Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received
in writing by our Corporate Secretary at the address first set forth on the first page of this Proxy Statement no later than
September 19, 2025. Any proposal should be addressed to our Corporate Secretary and may be included in next year’s
proxy materials only if such proposal complies with our Bylaws and the rules and regulations promulgated by the Securities
and Exchange Commission. Nothing in this section shall be deemed to require us to include in our Proxy Statement or our
proxy relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion
established by the Securities and Exchange Commission.
In addition, the Company’s Bylaws require that the Company be given advance written notice of nominations for election to
the Board and other matters that stockholders wish to present for action at an annual meeting of stockholders (other than
matters included in the Company’s proxy materials in accordance with Rule 14a-8(e) under the Exchange Act). The
Corporate Secretary must receive such notice not later than November 30, 2025, and no earlier than October 31, 2025, for
matters to be presented at the
2026
Annual Meeting of Stockholders. However, in the event that the date of the
2026
Annual
Meeting of Stockholders is held before January 29, 2026, or after March 30, 2026, for notice by the stockholder to be timely
it must be received no more than 120 days prior to the date of the
2026
Annual Meeting of Stockholders and not less than
the later of the close of business (a) 90 days prior to the date of the
2026
Annual Meeting of Stockholders and (b) the 10th
day following the day on which public announcement of such meeting was first made by the Company. If timely notice is not
received by the Company, then the Company may exercise discretionary voting authority under proxies it solicits to vote in
accordance with its best judgment on any such stockholder proposal or nomination.
Pursuant to the proxy access provisions in the Company’s Bylaws, a stockholder or group of up to 20 stockholders owning in
the aggregate 3% or more of the Company’s outstanding common stock continuously for at least three years may nominate
and include in our proxy materials director nominees constituting up to 20% of the number of directors in office or two
nominees, whichever is greater, provided the stockholder(s) and nominee(s) satisfy the requirements in the Company’s
Bylaws. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in the
Company’s proxy statement for the
2026
Annual Meeting of Stockholders, the Corporate Secretary must receive proper
written notice of the nomination no later than the close of business on September 19, 2025, and no earlier than August 20,
2025, and the nomination must otherwise comply with our Bylaws. However, in the event that the date of the
2026
Annual
Meeting of Stockholders is held before January 29, 2026, or after March 30, 2026, for notice by the stockholder(s) to be
timely it must be received no more than 150 days prior to the date of the
2026
Annual Meeting of Stockholders and not less
than the later of the close of business (a) 120 days prior to the date of the
2026
Annual Meeting of Stockholders and (b) the
10th day following the day on which public announcement of such meeting was first made by the Company.
|
AECOM
|
77
|
2025 PROXY STATEMENT
|
In addition to satisfying the foregoing requirements under the company’s bylaws, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide
notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than December 30, 2025.
We intend to file the Proxy Statement and a white proxy card with the Securities and Exchange Commission in connection
with our solicitation of proxies for our
2026
Annual Meeting of Stockholders. Stockholders may obtain the Proxy Statement
(and any amendments and supplements thereto) and other documents as and when filed by the Company with the
Securities and Exchange Commission without charge from the Securities and Exchange Commission’s website at:
www.sec.gov.
|
Incorporation by Reference
|
In our filings with the Securities and Exchange Commission, information is sometimes “incorporated by reference.” This
means that we are referring you to information that has previously been filed with the Securities and Exchange Commission,
information that should be considered as part of the filing that you are reading. Our Annual Report on Form 10-K, filed with
the Securities and Exchange Commission on November 19,
2024
, is incorporated by reference herein. Printed copies of our
most recent Annual Report on Form 10-K and other reports incorporated herein by reference are available upon request
without charge by calling
Investor Relations at (212) 973-2982
; writing to AECOM,
13355 Noel Road, Suite 400, Dallas,
Texas 75240
, Attention: Corporate Secretary; or requesting online through the Information Request page in the “Investors”
section of our website:
www.aecom.com
. Such materials will be provided by first class mail or other equally prompt means.
Based on Securities and Exchange Commission regulations, the reports of the Compensation Committee and Audit
Committee, included above, are not “soliciting material” and are not incorporated by reference into any other filings that we
make with the Securities and Exchange Commission, notwithstanding anything to the contrary set forth in those filings. This
Proxy Statement is sent to you as part of the proxy materials for the
2025
Annual Meeting. You may not consider this Proxy
Statement as material for soliciting the purchase or sale of our common stock.
|
Other Matters
|
Our Board knows of no other matters that will be presented for consideration at the
2025
Annual Meeting. If any other
matters are properly brought before the
2025
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment. It is important that the proxies be returned promptly
and that your shares be represented. Stockholders are urged to vote promptly by either electronically submitting a proxy or
voting instruction card over the Internet, by telephone, or by delivering to us or your broker a signed and dated proxy card.
By order of the Board of Directors,
Manav Kumar
Corporate Secretary
Dallas, Texas
January 17, 2025
|
AECOM
|
A-1
|
2025 PROXY STATEMENT
|
Annex A
|
Reconciliation of Non-GAAP Items
|
Our proxy contains financial information calculated other than in accordance with U.S. generally accepted accounting
principles (“GAAP”). In particular, the Company believes that non-GAAP financial measures such as NSR segment
operating margin, adjusted EBITDA, adjusted EPS, free cash flow and net leverage, provide a meaningful perspective on its
business results as the Company utilizes this information to evaluate and manage the business. We use adjusted EBITDA
and adjusted EPS to exclude the impact of certain items, such as amortization expense and taxes to aid investors in better
understanding our core performance results. We use free cash flow to present the cash generated from operations after
capital expenditures to maintain our business. We present NSR to exclude pass-through subcontractor costs from revenue
to provide investors with a better understanding of our operational performance. We present NSR segment operating margin
to reflect segment operating performance of our Americas and International segments, excluding AECOM Capital and GA.
We also use constant-currency, which is calculated by conforming the current period results to the comparable period
exchange rates, and net leverage, which is comprised of EBITDA as defined in the Company’s credit agreement dated
October 17, 2014, as amended,
and total debt on the Company’s financial statements, net of total cash and cash
equivalents
. Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial
information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of
our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be
presented by other companies.
Reconciliation of NSR Segment Operating Margin Calculation
|
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
|
Reconciliation of Adjusted EBITDA
|
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
|
Reconciliation of Adjusted EPS
|
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
|
*
Includes Russia-related exit costs in fiscal 2022.
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
|
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
|
Annex B
|
Amendment to Certificate of Incorporation
|
AECOM
, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), does hereby certify as follows:
FIRST
: That the Board of Directors of the Corporation on November 21, 2024 adopted resolutions that declared it
advisable and in the best interests of the Corporation to amend the Amended and Restated Certificate of Incorporation of the
Corporation to limit the liability of officers in circumstances under Section 102(b)(7) of the Delaware General Corporation
Law (the “DGCL”).
SECOND
: That, on February 28, 2025, the Corporation’s 2025 annual meeting of stockholders was duly called and
held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment to the Amended and Restated Certificate of Incorporation of the
Corporation to limit the liability of officers in limited circumstances under Section 102(b)(7) of the DGCL.
THIRD
: That Article Sixth of the Amended and Restated Certificate of Incorporation of the Corporation be amended
and restated in its entirety so that, as amended, Article Sixth shall read as follows:
“SIXTH: The Board shall have power, without stockholder action, to make Bylaws for the Corporation and to amend, alter or
repeal any Bylaws.
The powers and authorities herein conferred upon the Board are in furtherance and not in limitation of those conferred by
the laws of the State of Delaware. In addition to the powers and authorities herein or by statute expressly conferred upon it,
the Board may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware, of this Amended and Restated Certificate of
Incorporation and of the Bylaws of the Corporation.
To the full extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, the personal
liability of a director or officer to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer shall be eliminated; provided, however, that such personal liability shall not be eliminated hereby (i) for any
breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) for any director under Section 174 of the
General Corporation Law of the State of Delaware, (iv) for any director or officer for any transaction from which the director
or officer derived an improper personal benefit, (v) for any officer in any action by or in the right of the Corporation or (vi) for
any act or omission occurring prior to the date when this provision shall have become effective. Elimination of such personal
liability is not intended to eliminate or narrow any protection otherwise applicable to directors or officers.”
FOURTH
: That the aforesaid amendment to the Amended and Restated Certificate of Incorporation of the
Corporation was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
FIFTH
: That all other provisions of the Amended and Restated Certificate of Incorporation of the Corporation shall
remain in full force and effect.
TABLE OF CONTENTS
Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Annual Meeting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Proposal 1 Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . .Proposal 3 Approval of an Amendment to the Company's Certificate of Incorporation to Update the Exculpation Provision Under the Delaware General Corporation Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Proposal 4 Advisory Resolution to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Proposal 5 Stockholder Proposal Regarding the Ratification of Severance Compensation . . . . . . . . . . . . . . . . .Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Governance, Process and Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Elements of Our Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Performance Earnings Program 2024 Achievements and Payouts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Other Programs, Policies and Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Report of the Compensation and Organization Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . .Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Directors Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Report of the Audit Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Annex A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1Annex B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3