DEF 14A of Jacobs Solutions Inc., Dec 16, 2024

DEF 14A of Jacobs Solutions Inc.

Filed Dec 16, 2024 · FY20240001193125-24-279694

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS At the Annual Meeting, shareholders will be asked to elect ten (10) directors to serve on the Board of Directors. The Board of Directors has nominated Robert V. Pragada, Priya Abani, Michael Collins, Manny Fernandez, Vice Admiral Mary M. Jackson, Georgette D. Kiser, Robert A. McNamara, Louis V. Pinkham, Peter J. Robertson and Julie A. Sloat for election as directors for 1-year terms expiring at the 2026 Annual Meeting. When elected, directors serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. If, for any reason, any nominee is unable to serve or will not serve, proxies may be voted for such substitute nominee as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director.

  2. Director Biographies

    Director Biographies

  3. Director Biographies

    | | Robert V. Pragada (he, him) Chair and Chief Executive Officer Director Since: 2023 Age: 56 | | Bob Pragada brings over 30 years of experience in international business leadership and military service to the Board. In January 2023, he succeeded Mr. Demetriou as the Chief Executive Officer of the Company. Since joining Jacobs in 2006, he has held various leadership roles, including President and Chief Operating Officer from 2019 to 2023, and President of both People & Places Solutions and Global Industrial and Buildings & Infrastructure Groups. Mr. Pragada has been instrumental in developing and executing the Company’s business strategy, driving global integrated delivery of its operations, and differentiating Jacobs in the industry. He played a key role in the Company’s portfolio transformation, including the acquisition and integration of CH2M Hill and majority ownership of PA Consulting. In his current role, appointed in January 2023, Mr. Pragada has led the spin-off of Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses and the subsequent merger of those business with Amentum, creating a new publicly traded entity in the government services sector. His diverse leadership experience and deep knowledge of Jacobs are invaluable as the Company continues to position itself as a premier provider of science-based consulting and advisory solutions, addressing some of the world’s most complex infrastructure and sustainability challenges. Business Experience • Chief Executive Officer of the Company (2023 – present) • Various leadership positions within the Company, including President and Chief Operating Officer (2006-2014, 2016-2023) • President and Chief Executive Officer of the Brock Group (2014-2016) • Chief Operating Officer of Kinetics (1999-2005) • Civil Engineer Corps and Seabee Officer in U.S. Navy (1990-1999) Education • BS in Systems Engineering from United States Naval Academy • MS in Engineering and Management from Stanford University Public Boards • Eaton Corporation plc (2021 – present) Private Boards & Community Involvement • Director of PA Consulting Group Limited • Board Director of U.S. Naval Academy Foundation • Board Director of Dallas Regional Chamber (Chair, 2022) • Board Director of New York Stock Exchange • Advisory Council Member of Dallas Mavericks | |

  4. Director Biographies

    | | Louis Pinkham (he, him) Chief Executive Officer, Member of Board of Directors at Regal Rexnord Corporation Director Since: 2023 Independent Age: 53 Lead Independent Director | | Mr. Pinkham is the Chief Executive Officer of Regal Rexnord Corporation, a global leader in the engineering and manufacturing of automation sub-systems, industrial powertrain solutions, electric motors and air moving products, with approximately $6 billion in sales and 30,000 associates. His areas of focus are innovation and growth initiatives, including leading the 2021 RMT merger of Regal Beloit with Rexnord’s Process & Motion Control segment and the 2023 acquisition of Altra Industrial Motion Corporation. Mr. Pinkham brings over 20 years of experience in leadership, strategy and transformation. His experience is particularly valuable to the Board as the Company executes its operational transformation and its long-term business strategy. Business Experience • Regal Rexnord Corporation, Chief Executive Officer and Member of the Board (2019-present) • Crane Company, Senior Vice President (2014-2019); Group President (2012-2014) • Eaton Corporation plc, Senior Vice President (2011-2012), Various Leadership Positions (1999-2011) Education • BS in Engineering from Duke University • MS in Engineering Management from Northwestern University • MBA from the Kellogg School of Management at Northwestern University Public Company Boards • Regal Rexnord Corporation (2019 – present) Private Boards & Community Involvement • Board of Trustees at The University of Chicago Medical Center • Board of Trustees at Manufacturers Alliance for Productivity and Innovation • Member of the Chicago Economic Club, Commercial Club, and Civic Committee | |

  5. Director Biographies

    | 8 | | 2025 Proxy Statement |

  6. Director Biographies

    | | Priya Abani (she, her) CEO & President, Member of Board of Directors at AliveCor Director Since: 2021 Independent Age: 49 Board Committees: • Audit • Nominating & Corporate Governance | | Ms. Abani is the Chief Executive Officer and President at AliveCor, a health technology company democratizing access to cardiac care—from screening and diagnosis to treatment and management—with AI-powered services and solutions. She has more than 20 years of experience building high-performing organizations, launching innovative products, and leading strategic alliances across industries. Under her leadership, AliveCor has built the largest AI-driven consumer subscription service for cardiovascular care, with its technology in the hands of more than 3.7 million people in over 40 countries around the world. She also led the company’s recent growth into enterprise markets with reimbursed cardiac monitoring services for healthcare providers, partnerships with pharmaceutical companies and clinical research organizations to facilitate remote clinical trials and cardiac safety monitoring, and comprehensive heart health solutions for employers and payors. Ms. Abani has been recognized in The Healthcare Technology Report’s Top 50 Healthcare Technology CEOs of 2022 and The Fiercest Women in Life Sciences by Fierce Pharma in 2023. Her expertise is particularly valuable to the Board given the Company’s focus on delivering technology-based solutions and innovations to its clients around the world. Business Experience • AliveCor, Inc., CEO & President, Member of Board of Directors (2019 – present) • Amazon.com, Inc., General Manager, Alexa Voice Service (2016-2019) • Intel Corporation (Engineer, 1998-2001; Manager, 2002-2006, Senior Manager, 2008-2011; Senior Director 2012-2016) Education • BE in Computer Engineering from VJTI, Mumbai, India • MS in Computer Science from Clarkson University, NY • MBA in Entrepreneurship, Babson College, Boston, MA Private Boards & Community Involvement • Director of AliveCor, Inc. • Board of Trustees at TIAA • Senior Advisor for President’s Council on Jobs and Competitiveness (2011) | |

  7. Director Biographies

    | | Michael Collins (he, him) Partner of Bain & Company Director Since: 2024 Independent Age: 59 Board Committees: • Audit • Human Resource & Compensation | | Mr. Collins joined the Board in September 2024. He is currently a Partner at Bain & Company, a highly regarded global management and consulting firm, and previously served in numerous leadership roles, including as Chief Operating Officer and Chief Financial Officer. Over the course of his 30-plus year career at Bain & Company, he has worked with management teams to develop and execute growth strategies, evaluate acquisitions and divestitures, improve capabilities and implement organizational change. He has assisted clients across numerous industries, including retail, consumer products, telecommunications, automotive and media and entertainment. He brings extensive experience in strategy, leadership and global management consulting to the Board. Business Experience • Partner, Bain & Company (1999-present); Chief Operating Officer (2021-2024); Chief Financial Officer (2012-2021); Managing Partner, Toronto and Chicago Offices (2003-2010); Partner in Retail, Consumer Products, and Strategy practices (1999-2012); Manager (1996-1998); Consultant (1993-1998) • KPMG LLP (1987-1991) Education • MBA from Harvard University • BBA in Accounting from Loyola University Public Company Boards • Cosi, Inc. (2013-2017) Private Boards & Community Involvement • Bain & Company (2013-2024) • A Better Chicago (2011-2020) • Civic Consulting Alliance (2006-present) | |

  8. Director Biographies

    | 2025 Proxy Statement | | 9 |

  9. Director Biographies

    | | Manny Fernandez (he, him) Former Managing Partner with KPMG LLP Director Since: 2020 Independent Age: 62 Board Committees: • Audit (Chair) • ESG & Risk | | Mr. Fernandez was KPMG LLP’s managing partner of the Dallas office and the Southwest region leader across audit, tax and consulting. He brings more than 35 years of experience advising large multi-national public and private companies in areas of business and financial operations, risk management and M&A. Mr. Fernandez’s broad industry experience brings in-depth knowledge across a variety of sectors, including industrial manufacturing, consumer products, retail, insurance, media and professional services. Mr. Fernandez also brings a strong focus on talent management, including talent acquisition and inclusion and diversity. Business Experience • KPMG LLP (KPMG) (1984-2020; Partner 1996-2020) • KPMG Managing Partner, Dallas (2009-2020) • KPMG National Managing Partner, Talent Acquisition (2006-2009) Education • BS in Accounting from Fairleigh Dickinson University Public Company Boards • HF Sinclair Corp. (2020-present) Private Boards & Community Involvement • Director of Latino Corporate Directors Association (LCDA) • Member of the American Institute of Public Accountants • American Heart Association – past • Dallas Holocaust and Human Rights Museum – past • Dallas Regional Chamber of Commerce – past • Dallas National Golf Club – past • KERA (Dallas Public Television) – past | |

  10. Director Biographies

    | | Vice Admiral Mary Jackson (U.S. Navy, Retired) (she, her) Former Commander, Navy Installations Command Director Since: 2024 Independent Age: 58 Board Committees: • Audit • Nominating & Corporate Governance | | Vice Admiral Jackson joined the Board in September 2024. During her more than three decades in the U.S. Navy, she led complex worldwide operations for shore installations, including infrastructure management and program governance, budgeting, supply chain management, human capital management, risk management and execution. Her extensive background in large scale global infrastructure management, combined with her vast knowledge of operational effectiveness, digital transformation and innovation, is of considerable benefit to the Board. Military and Business Experience • Former Vice Admiral in the U.S. Navy (retired 2020) • Navy Installations Command (2017-2020); Rear Admiral (2014-2017); Captain, Chief of Staff (2012-2014); Captain, Commanding Officer/Executive Officer (2009-2012); Commander, Commanding Officer, USS McFAUL (2006-2007) • Numerous high-level command and staff positions within the U.S. Navy (1988-2020) • Independent Advisor/Consultant: Principal, Desert Rose Navigator, LLC (2020-present) Education • Bachelor of Science in Physics (Oceanography Emphasis) from United States Naval Academy • Master of Engineering Management from George Washington University Public Company Boards • Victory Capital Holdings, Inc. (2023-present) • Custom Truck One Source (2022-present) • Pacific Architects and Engineers (2021-2022) Private Boards & Community Involvement • Member of Executive Committee of Surface Navy Association National Board of Directors (2024-present) • Director of Kaleris (2023-present) • Member of Government Advisory Board – Fortem Technologies Inc. (2023-present) • Director of Fincantieri Marine Systems North America (2022-present) • Director of Turf Care Supply (2022-present) • Member of U.S. Naval Academy Foundation Board (2022-present) • Director of Armada Topco Inc. (2021-present) | |

  11. Director Biographies

    | 10 | | 2025 Proxy Statement |

  12. Director Biographies

    | | Georgette D. Kiser (she, her) Former Chief Information Officer and Managing Director at The Carlyle Group Director Since: 2019 Independent Age: 57 Board Committees: • Human Resource & Compensation • Nominating & Corporate Governance | | Ms. Kiser is an independent advisor who helps lead due diligence and technical strategies across various private equity and venture capital firms. Previously, she was managing director and chief information officer (CIO) at The Carlyle Group, leading the firm’s global technology and solutions organization and driving the IT strategies. From 1996 until 2015, she was with T. Rowe Price Associates, where she served as Vice President and Director of Enterprise Solutions and Capabilities where she headed Enterprise Solutions and Capabilities within the Services and Technology Organization. She led and managed teams that provided creative solutions and leveraged technology for investment front office, trading, and back office operations. Prior to T. Rowe Price, Ms. Kiser worked for General Electric within their Aerospace Unit. Ms. Kiser brings extensive experience in developing and executing business initiatives in financial services and defense organizations to the Board. Business Experience • Operating Executive, The Carlyle Group (2019-Present) • Broad Sky Partners (2021-Present) • Chief Information Officer, Managing Director, The Carlyle Group (2015-2019) • Vice President, T. Rowe Price Associates (1996-2015) Education • BS in Mathematics from University of Maryland • MBA from University of Baltimore • Master of Science (MS) in Mathematics from Villanova Public Company Boards • Aflac Inc. (2019-present) • Adtalem Global Education (2018-present) • NCR Corporation (2020-2024) Private Boards & Community Involvement • Director, Claritas (Data driven marketing company) (2018-Present) • Advisor, Advancing Women Executives (AWE) (2022-present) • Advisor, BusinessOptix (Automated business process company) (2020-Present) | |

  13. Director Biographies

    | | Robert A. McNamara (he, him) Retired Group Chief Risk Officer of Lendlease Corporation (ASX) Director Since: 2017 Independent Age: 70 Board Committees: • Nominating & Corporate Governance (Chair) • ESG & Risk | | Mr. McNamara has over 35 years of experience managing global businesses in the development, design and delivery of projects in the government, institutional, infrastructure and industrial sectors in senior leadership positions. While at Lendlease, Mr. McNamara was responsible for ensuring Lendlease achieved world’s best practices in risk management and operational excellence. He also oversaw Lendlease’s Building, Engineering, and Services businesses in Australia. Prior to this role, Mr. McNamara was Chief Executive Officer, Americas of Lendlease. His extensive experience in global business management and delivery of infrastructure projects is of considerable value to the Board. Business Experience • Group Chief Risk Officer, Lendlease Corporation (2014-2017) • Chief Executive Officer, Americas of Lendlease (2010-2014) • Chairman and Chief Executive Officer of Penhall/LVI International (PLI) (2006-2010) • Senior Group President of Fluor Corporation (1996-2006) • President and Chief Operating Officer of Marshall Contractors (1977-1996) Education • Bachelor’s degree in Economics from Brown University • Completed the Consortia 1 Program at Thunderbird International Business School • Certification as a Public Board Director from the UCLA Anderson School of Management Public Company Boards • UDR, Inc. (2014-present) Private Boards & Community Involvement • Past Board member of the US China Business Council • Past Chairman for the Construction Industry Institute’s Technology Implementation Task Force | |

  14. Director Biographies

    | 2025 Proxy Statement | | 11 |

  15. Director Biographies

    | | Peter J. Robertson (he, him) Former Executive Vice President, Director and Vice Chairman of the Board of Directors of Chevron Corporation Director Since: 2009 Independent Age: 77 Board Committees: • ESG & Risk • Human Resource & Compensation (Chair) | | Mr. Robertson brings vital knowledge and experience to the Board from his 36-year career at Chevron Corporation. He also brings valuable international experience in developed and developing countries, including interactions with governments at the highest levels, from his executive experience and the multiple chairmanship and director positions he has held and currently holds. Mr. Robertson also has extensive experience on the boards of not-for-profit entities and public company boards, both with global reach, as well as important accounting know-how and experience with public company financial statements, disclosures and accounting rules from his service as Chief Financial Officer of Chevron USA. Business Experience • Executive Vice President, Director and Vice Chairman of Chevron Board (2002-2009) • President of Chevron’s worldwide exploration, production and global gas businesses (2002-2004) • President of Chevron’s overseas exploration and production businesses (2000-2002) • President of Chevron’s North America exploration and production businesses (1996-2000) • President of Chevron’s natural gas processing business (1990-1994) • Chief Financial Officer of Chevron USA (1985-1990) Education • BS in Mechanical Engineering from the University of Edinburgh • MBA from the University of Pennsylvania, Wharton School, where he was a Thouron Scholar Public Company Boards • Vice Chairman of the Board for Chevron Corporation (2002-2009) • Sasol Limited (2012-2021) • Dynegy Inc. (1996-2000) Private Boards & Community Involvement • Director International House at Berkeley, 2003-Present • Director, Sylvan Source, Inc. (2016-present) • Co-chairman of the US Saudi Arabian Business Council (2009-2018) • Chairman of the World Affairs Council of Northern California (2009-2018) • Chairman of the US Energy Association (2006-2008) | |

  16. Director Biographies

    | | Julie A. Sloat (she, her) Former President, Chief Executive Officer and Chairman of the Board at American Electric Power Company, Inc. Director Since: 2023 Independent Age: 55 Board Committees: • ESG & Risk (Chair) • Human Resource & Compensation | | Ms. Sloat most recently served as the President, Chief Executive Officer and Chairman of the Board of Directors at American Electric Power Company, Inc., an electric energy company with the nation’s largest electric transmission network. She led the company’s energy transition, expanding its renewable energy generation portfolio, and its development of new offerings. Ms. Sloat brings over 23 years of experience at American Electric Power leading multiple finance teams, including investor relations, serving as Chief Financial Officer, and serving as President and COO of AEP Ohio. Her focus on diversity, equity and inclusion in the workforce, in addition to her leadership experience, greatly contribute to the Company’s focus on its strategy, and sustainability and ESG initiatives. Business Experience • American Electric Power Company Inc., President, Chief Executive Officer, and Chair of the Board (2023-2024), President and Chief Financial Officer (2022), Executive Vice President and Chief Financial Officer (2021-2022), Various Leadership Positions (1999-2008, 2009-2020, including AEP Ohio President & COO 2016-2018) • Vice President, Corporate Finance and Investor Relations at Tween Brands, Inc. (acquired by Dress Barn) (2008-2009) • Analyst, Equity Research and Bank Debt Underwriter at Bank One Corporation (1995-1999) • Senior Loan Analyst, M&T Mortgage Corp (1993-1994) Education • BS from Ohio State University • MBA from Ohio State University • MIT Dept of Nuclear Science & Engineering Reactor Technology Course Public Company Boards • American Electric Power Company Inc. (2023-2024) • Evoqua Water Technologies Corporation (acquired by Xylem Inc.) (2022-2023) • Park National Corporation (2015-2021) Private Boards & Community Involvement • Chair of the Board of Directors – Foundation Board for The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute • Previously served on multiple non-profit boards | |

  17. Director Biographies

    | 12 | | 2025 Proxy Statement |

  18. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  19. Highlights

    Highlights Jacobs has a strong track record of integrity and corporate governance practices that promote thoughtful leadership by its officers and Board of Directors to facilitate profitable growth while strategically balancing risk to maximize long-term shareholder value. Below is a summary of certain information about our Board and the governance best practices employed by the Company for fiscal 2024.

  20. Our Board of Directors

    Our Board of Directors

  21. Our Board of Directors

    | 2025 Proxy Statement | | 13 |

  22. Compensation of Directors

    Compensation of Directors Compensation Philosophy

  23. Compensation of Directors

    | • | Attract and retain highly qualified directors having a diverse range of backgrounds, skills and experience by offering compensation that is competitive with the Company’s peer group and the broader market of other similarly-sized companies. |

  24. Compensation of Directors

    | • | Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to comply with robust stock ownership guidelines and policies prohibiting hedging, shorting or pledging Company stock. |

  25. Compensation of Directors

    | • | Provide a compensation program that reflects individual director responsibilities and time commitments. |

  26. Compensation of Directors

    | • | Provide compensation that is simple and transparent. |

  27. Compensation of Directors

    Determination of Non-Employee Director Compensation Each year, the Board determines non-employee director compensation based upon the recommendation of the Nominating and Corporate Governance Committee. In making a recommendation, the Nominating and Corporate Governance Committee considers market data for the Company’s peer group, which is the same peer group used for the Company’s executive compensation benchmarking, as well as data for a broader market of similarly-sized companies, and input regarding market practices for director compensation from Farient Advisors, which is the same independent consultant that is retained by the Compensation Committee.

  28. Compensation of Directors

    | 2025 Proxy Statement | | 29 |

  29. Compensation of Directors

    Components of Non-Employee Director Compensation

  30. Compensation of Directors

    | Compensation Component | Calendar Year 2023 | Calendar Year 2024 | Purpose | | Cash Retainer | $125,000 | $125,000 | Provide a competitive cash retainer. | | Lead Independent Director Additional Cash Retainer | $100,000 | $100,000 | Provide additional compensation that takes into account the increased responsibilities and time commitments of the Lead Independent Director. | | Committee Chair Additional Cash Retainer | $25,000 | $25,000 | Provide additional compensation that takes into account the increased responsibilities and time commitments of the Chair of each of the Board’s standing Committees. Each Committee Chair also serves on the ESG & Risk Committee. | | Special Meeting Fees (beginning with ninth meeting for the Board or a standing Committee, and the third meeting for any Special Committee, in each case during a rolling twelve-month period) | $2,000/meeting | $2,000/meeting | Provide compensation for periods of unusually high meeting activity. | | Equity Grant (RSUs that vest on the earlier of 1 year after grant or the next annual shareholder meeting) | $190,000 | $190,000 | Align interests of directors with the long-term interests of the Company’s shareholders. Directors restricted from selling shares until reaching stock ownership guidelines level (5x annual cash retainer). |

  31. Compensation of Directors

    Equity For 2024, the Board set the annual equity value to be awarded to non-employee directors at approximately $190,000, and, accordingly, granted each non-employee director an award of 1,401 RSUs on January 25, 2024 (other than Mr. Pinkham and Ms. Sloat who each received 1,519 RSUs to account for the pro rata portion of 2023 that they each served on the Board, and Mr. Collins and Vice Admiral Jackson, who did not receive an equity award in fiscal 2024). Such grants were made pursuant to the Company’s 1999 Outside Director Stock Plan, as amended and restated (the 1999 Outside Director Plan). Each RSU grant vests upon the earlier of (1) the next annual shareholder meeting or (2) the 1-year anniversary of the grant date. If the Company pays a cash dividend on its outstanding common stock, RSUs will be credited with cash dividend equivalent rights (Dividend Equivalents) paid to the applicable director upon the vesting of the RSUs and distribution of the underlying shares of common stock as described below in the section entitled “Executive Compensation — Narrative Disclosure to Summary Compensation Table” and “Grants of Plan Based Awards Table — Payment of Dividends and Dividend Equivalent Rights.” Each director also receives cash dividends with respect to each outstanding restricted stock award (RSA), if any, as and when paid to shareholders of common stock.

  32. Compensation of Directors

    | 30 | | 2025 Proxy Statement |

  33. Compensation of Directors

    Additional Director Compensation for Periods of Unusually High Board or Committee Activity The Board has adopted a policy under which non-employee directors may receive additional compensation for periods of unusually high Board or committee activity. The intention of this policy is to adequately compensate directors for additional services rendered during periods of unusually high activity and will not be paid for ordinary course of business responsibilities. The Corporate Governance Guidelines provide that there will be four to five regularly scheduled Board meetings per year, and the policy provides that, for each Board or committee meeting in excess of eight meetings for the Board or applicable standing committee during a rolling twelve-month period, the Company will pay an additional $2,000 special fee for each meeting to the non-employee directors in attendance. In the event the Board forms a special committee, the Company will pay the additional $2,000 special fee for each special committee meeting beginning in excess of two special committee meetings in a twelve-month period. Special fees in the aggregate amount of $312,500 were earned by non-executive directors for additional meetings of the Board in fiscal 2024 pursuant to the policy described above. The Board and the Audit Committee participated in a significant number of meetings in fiscal 2024 in connection with the CMS Separation Transaction. For meetings in the first half of fiscal 2024, the Board voluntarily reduced the special meeting fee from $2,000 per meeting to $1,500 per meeting, resulting in aggregate savings of $39,500 in special meeting fees. Director Deferral Plan Additionally, non-employee directors are eligible to participate in the Jacobs Director Deferral Plan, pursuant to which each director may defer all or a portion of such director’s cash retainer and/or RSUs. Non-Employee Director Compensation During Fiscal 2024 The table below sets forth the compensation earned by each of the Company’s non-employee directors during fiscal 2024. Neither Mr. Pragada nor Mr. Demetriou received compensation for their service as directors during fiscal 2024. The compensation paid to Mr. Pragada and Mr. Demetriou as employees of the Company during fiscal 2024 is set forth in the “Summary Compensation Table” below.

  34. Compensation of Directors

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | All Other Compensation (4) ($) | Total ($) | | Priya Abani | 157,500 | 190,130 | — | 1,621 | 349,251 | | General Vincent K. Brooks (5) | 145,000 | 190,130 | — | 2,840 | 337,970 | | Michael Collins (6) | 1,698 | — | — | — | 1,698 | | General Ralph E. Eberhart (5) | 170,000 | 190,130 | — | 2,840 | 362,970 | | Manny Fernandez | 162,000 | 190,130 | — | — | 352,130 | | Mary M. Jackson (7) | 340 | — | — | — | 340 | | Georgette D. Kiser | 146,500 | 190,130 | — | 1,992 | 338,622 | | Barbara L. Loughran (5) | 190,000 | 190,130 | — | — | 380,130 | | Robert A. McNamara | 186,500 | 190,130 | — | 1,621 | 378,251 | | Louis V. Pinkham | 134,280 | 206,143 | — | — | 340,423 | | Peter J. Robertson | 167,000 | 190,130 | — | 1,621 | 358,751 | | Julie A. Sloat | 142,280 | 206,143 | — | — | 348,423 | | Christopher M.T. Thompson (5) | 245,000 | 190,130 | — | 1,219 | 436,349 |

  35. Compensation of Directors

    | (1) Represents director fees earned during fiscal 2024. Special meeting fees were earned by each non-employee director for additional meetings of the Board and the Audit Committee in fiscal 2024 in the amount of : P. Abani — $32,500; V. Brooks — $20,000; M. Collins — $0; R. Eberhart — $20,000; M. Fernandez — $37,000; M. Jackson — $0; G. Kiser — $21,500; B. Loughran — $40,000; R. McNamara — $36,500; L. Pinkham — $30,000; P. Robertson — $17,000; J. Sloat — $38,000; and C. Thompson — $20,000. |

  36. Compensation of Directors

    | 2025 Proxy Statement | | 31 |

  37. Compensation of Directors

    | (2) Represents the grant date fair value of the RSU grants under the 1999 Outside Director Plan during fiscal 2024 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The aggregate number of shares of RSUs outstanding at September 27, 2024, for each non-employee director was as follows: P. Abani — 1,401; V. Brooks — 0; M. Collins — 0; R. Eberhart — 6,809; M. Fernandez — 6,645; M. Jackson — 0; G. Kiser — 4,016; B. Loughran — 9,409; R. McNamara — 1,401; L. Pinkham — 1,519; P. Robertson — 11,210; J. Sloat — 1,519; and C. Thompson — 15,691. Following the CMS Separation Transaction, the RSUs held by non-employee directors other than Gen. Brooks, Gen. Eberhart, Ms. Loughran and Mr. Thompson remained outstanding and were adjusted in a manner intended to preserve the intrinsic value of such awards. These non-employee directors were conferred 1.1802 RSUs for each RSU held immediately prior to the CMS Separation Transaction. |

  38. Compensation of Directors

    | (3) The Company has not granted options to non-employee since fiscal 2016. |

  39. Compensation of Directors

    | (4) Represents dividend equivalent payments on RSUs that vested during the fiscal year. These amounts do not include accumulated dividend equivalent rights on vested and deferred RSUs that have not yet been distributed to each non-employee director as follows: P. Abani — $0; V. Brooks — $0; M. Collins — $0; R. Eberhart — $42,965; M. Fernandez — $16,450; M. Jackson — $0; G. Kiser — $10,602; B. Loughran — $29,475; R. McNamara — $0; L. Pinkham — $1,322; P. Robertson — $61,895; J. Sloat — $1,322; and C. Thompson — $77,422. |

  40. Compensation of Directors

    | (5) Gen. Brooks, Gen. Eberhart, Ms. Loughran and Mr. Thompson resigned from the Board effective as of the CMS Separation Transaction. Pursuant to the Employee Matters Agreement (as defined below), on September 18, 2024, the unvested RSUs held by these non-employee directors accelerated, vested and were settled in the Company’s common stock. |

  41. Compensation of Directors

    | (6) Mr. Collins was appointed to the Board effective as of September 23, 2024, and received compensation for the pro rata portion of the year that he served as a non-employee director. |

  42. Compensation of Directors

    | (7) Vice Admiral Jackson was appointed to the Board effective as of September 27, 2024, and received compensation for the pro rata portion of the year that she served as a non-employee director. |

  43. CMS Separation Transaction

    CMS Separation Transaction On September 27, 2024, we completed the previously announced spin-off of our Critical Mission Solutions and Cyber & Intelligence government services businesses (which we refer to herein as “iCMS”), which was subsequently merged (the “CMS Separation Transaction”) with Amentum Parent Holdings LLC, forming an independent, publicly traded company called Amentum Holdings, Inc. (NYSE: AMTM) (“Amentum”). We recognized the need for certain of our compensation programs to be appropriately modified to take the CMS Separation Transaction into account (which was completed on the last day of our fiscal 2024 year), and also took certain actions previously agreed with Amentum Parent Holdings LLC pursuant to the Employee Matters Agreement, dated as of November 20, 2023 (the “Employee Matters Agreement”), entered into with Amentum. The Employee Matters Agreement provided that a portion of the unvested Jacobs restricted stock units (“RSUs”) held by iCMS employees would accelerate and vest and be settled in Jacobs common stock shortly prior to September 23, 2024 (the record date for the CMS Separation Transaction) and certain other equity awards held by such employees to be converted into equity awards of Amentum following the closing of the CMS Separation Transaction. In addition, the Compensation Committee determined to equitably adjust the equity awards held by employees who remained with Jacobs following the closing of the CMS Separation Transaction to reflect the separation and closing.

  44. Our Executive Compensation Philosophy

    | ✓ | Rewards executives for superior annual Company performance through our Leadership Performance Plan (“LPP”), a short-term cash incentive program that places a substantial component of pay at risk, with specific targets assigned to each participant based on their role in the Company; and |

  45. Our Executive Compensation Philosophy

    | ✓ | Aligns our executives’ interests with those of our shareholders through long-term equity-based awards. |

  46. Assessing Compensation Competitiveness

    Assessing Compensation Competitiveness The Compensation Committee, with the help of the Independent Consultant, regularly updates, and uses a peer group and compensation survey data to benchmark, the Company’s compensation program. For fiscal 2024, as part of its annual review, the Compensation Committee determined that the peer group should be comprised of (1) companies from a range of industries, including professional services, technology, defense and engineering that are competitive with the Company for business and executive management talent or (2) companies that provide IT consulting or technical services to government and large commercial clients. For fiscal 2024, the Company’s peers are generally within one-quarter to four times the size of the Company in terms of revenue and market capitalization. Similar to prior years, to assess compensation competitiveness compared to the peer group, the Independent Consultant utilized comparative data disclosed in publicly available proxy statements, other documents filed with the SEC, and data from a comprehensive database of pay survey information.

  47. Assessing Compensation Competitiveness

    * Percentile rank calculation includes Jacobs. Source: Bloomberg Mkt Cap Date: 9/27/2024 (Before completion of the CMS Separation Transaction) For fiscal 2024, the Company maintained the same peer group from fiscal 2023. For fiscal 2025, as part of its annual peer group review, the Compensation Committee, in consultation with the Independent Consultant, determined to modify the peer group in light of the changes to the Company’s business model following the CMS Separation Transaction. Accordingly, for fiscal 2025, the Company will add Kyndryl Holdings, Inc., CGI Inc., EPAM Systems, Inc., Tetra Tech, Inc., Stantec Inc. and FTI Consulting, Inc. to its peer group and remove General Dynamics Corporation, Northrop Grumman Corporation, L3Harris Technologies, Inc., Textron Inc., Booz Allen Hamilton Holding Corporation and CACI International Inc.

  48. Compensation Elements

    Total target direct compensation refers to base salary, short-term incentive compensation (measured at target for the fiscal year) and long-term equity incentive compensation based on grant date fair values (measured at target for PSUs). In determining an executive’s overall compensation, the Compensation Committee considers the absolute and relative value of each compensation component and the overall mix. As with prior years, the Compensation Committee allocated the annual long-term incentive awards for the NEOs with 60% of the value as PSUs and 40% of the value as RSUs (other than for Messrs. Demetriou and Berryman, whose annual long-term incentive award consisted 100% of RSUs) in accordance with our philosophy to emphasize pay for performance. In determining the amount of each component of compensation, the Compensation Committee also considers the fact that the Company provides limited perquisites. This stems from the Compensation Committee’s belief that focusing on the three core elements of compensation (base salary and short- and long-term incentive compensation) results in a transparent and easier-to-administer pay system that is consistent with the Company’s culture. For example, the Company’s currently available retirement program in the U.S. consists solely of a tax-qualified 401(k) plan with matching contributions and a non-qualified deferred compensation plan that provides non-enhanced market returns. Perquisites are generally limited to financial planning and annual health assessments. Base Salary After considering proxy data from our peer group and other market survey information, including information provided by the Independent Consultant, in November 2023, the Compensation Committee adjusted the base salary for certain of our NEOs for fiscal 2024.

  49. Compensation Elements

    Short-Term Incentives The LPP continues to reinforce our commitment to profitable growth and effective cash management using specific targets assigned to each participant based on his or her respective role in the organization. As described below, the LPP provides cash incentive payouts to eligible employees based on the level of achievement of certain Company-wide and entity-specific target goals and the results of the iJacobs and iCMS Corporate Scorecards. For fiscal 2024, select officers and leaders of the Company, including the NEOs, were eligible to participate in the LPP. As shown in the following chart, an employee’s target LPP award is calculated by multiplying (1) the NEO’s annual base salary as of July 1 of the applicable fiscal year, by (2) the NEO’s target bonus percentage. The NEO’s actual LPP award amount is calculated by multiplying (1) the NEO’s target LPP award by (2) the corporate performance achievement factor, which includes the results of the Corporate Scorecards.

  50. Compensation Elements

    | Named Executive Officer | Annual Incentive Target as a % of Base Salary | | | | Fiscal 2023 | Fiscal 2024 (1) | | Robert V. Pragada | 150% | 150% | | Venk Nathamuni | — | 100% | | Steven J. Demetriou | 100% | 100% | | Joanne E. Caruso | 110% | 110% | | Patrick Hill | 100% | 100% | | Kevin C. Berryman | 110% | 110% |

  51. Compensation Elements

    Fiscal 2024 — Corporate Performance Achievement Factor Results Each year, the Company establishes target participation percentages for each participant based on his or her role in the Company. The bonus opportunities for fiscal 2024 for all of the NEOs other than Mr. Hill and Ms. Jaramillo were split equally between iJacobs and iCMS metrics and the results of the iJacobs and iCMS Corporate Scorecards. Mr. Hill’s and Ms. Jaramillo’s fiscal 2024 bonus opportunities were tied solely to iJacobs metrics and the results of the iJacobs Corporate Scorecard. The fiscal 2024 performance achievement factor results for iJacobs and iCMS are reflected in the tables below.

  52. Compensation Elements

    | iJacobs Performance Metrics | iJacobs 2024 Actual Results | iJacobs Performance Levels | | | iJacobs 2024 Actual Performance Level Achievement (1) (% of Payout) | Relative Weighting (%) | iJacobs 2024 Actual Performance Achievement (% of Target) | | | | Minimum (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | | Adj. Operating Profit | $1,049.7M | $882.0M | $1,038.0M | $1,193.0M | 107.5% | 60% | 64.5% | | DSO | 50.6 | 54.0 | 53.0 | 49.9 | 177.4% | 10% | 17.7% | | 4-Qtr. Average of GP RPO Growth % | 11.0% | 2% | 6% | 10% | 200.0% | 15% | 30.0% | | Adj. EBITDA Margin % (2) | 12.9% | 12.7% | 12.9% | 13.3% | 114.5% | 10% | 11.5% | | Emission Target – CO2e(2) | 76,708 | 68,250 | 65,000 | 61,750 | 0.0% | 5% | 0.0% | | Total | | | | | | 100% | 123.7% |

  53. Compensation Elements

    | (1) Actual performance level achievement is calculated by linear interpolation between approved performance levels to determine the payout percentages. |

  54. Compensation Elements

    | iCMS Performance Metrics | iCMS 2024 Actual Results | iCMS Performance Levels | | | iCMS 2024 Actual Performance Level Achievement (1) (% of Payout) | Relative Weighting (%) | iCMS 2024 Actual Performance Achievement (% of Target) | | | | Minimum (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | | Adj. Operating Profit | $478.7M | $409.0M | $481.0M | $554.0M | 97.6% | 60% | 58.6% | | DSO | 68.4 | 70.0 | 67.1 | 64.5 | 66.4% | 10% | 6.6% | | 4-Qtr. Average of GP Backlog Growth% | 0% | 3% | 8% | 13% | 0% | 15% | 0.0% | | Adj. EBITDA Margin % (2) | 8.9% | 8.3% | 8.5% | 8.7% | 200.0% | 10% | 20.0% | | Emission Target – CO2e (2) | 13,621 | 12,600 | 12,000 | 11,400 | 0.0% | 5% | 0.0% | | Total | | | | | | 100% | 85.2% |

  55. Compensation Elements

    | (1) Actual performance level achievement is calculated by linear interpolation between approved performance levels to determine the payout percentages. |

  56. Compensation Elements

    | (4) Ms. Jaramillo separated from the Company effective as of April 15, 2024. In accordance with the terms of the Executive Severance Plan, she received a lump sum cash payment equal to her annual incentive award, based on actual performance pro-rated for the number of days that she was active during the fiscal year. See “Post-Employment Arrangements with Ms. Jaramillo” below. |

  57. Compensation Elements

    | • | iJacobs Adjusted Operating Profit means GP less selling, general and administrative expenses (“SG&A”) of the iJacobs performance unit perimeter before the impact of discontinued operations accounting adjustments, as adjusted for special items that are unusual, non-recurring or otherwise not indicative of the Company’s normal operations and which were not anticipated in setting the original targets, and exclusion of amortization of purchased intangibles. Any such adjustments must be approved by the Compensation Committee. For example, such adjustments may include, without limitation: (1) charges for restructurings; (2) gains or losses on the disposal of a segment of the business or in connection with discontinued operations; (3) charges for the impairment of goodwill or other long-lived assets; (4) gains / losses on the sale of assets; (5) major litigation settlements and/or other judgments; (6) the effects of changes in accounting principles, laws or regulations affecting reported results; and (7) costs and expenses relating to acquisitions, including integration, divestments, such as the CMS Separation Transaction, and/or strategic investments. |

  58. Compensation Elements

    | • | iCMS Adjusted Operating Profit means total GP less SG&A of the iCMS performance unit perimeter before the impact of discontinued operations accounting adjustments, as adjusted for special items that are unusual, non-recurring or otherwise not indicative of the Company’s normal operations and which were not anticipated in setting the original targets, and exclusion of amortization of purchased intangibles. Any such adjustments must be approved by the Compensation Committee. For example, such adjustments may include, without limitation: (1) charges for restructurings; (2) gains or losses on the disposal of a segment of the business or in connection with discontinued operations; (3) charges for the impairment of goodwill or other long-lived assets; (4) gains / losses on the sale of assets; (5) major litigation settlements and/or other judgments; (6) the effects of changes in accounting principles, laws or regulations affecting reported results; and (7) costs and expenses relating to acquisitions, including integration, divestments, such as the CMS Separation Transaction, and/or strategic investments. |

  59. Compensation Elements

    | • | iJacobs 4-Qtr Average of GP RPO Growth % is a four-quarter average of year-over-year RPO growth for the iJacobs performance unit perimeter. GP RPO is defined as the Estimate to Complete (ETC) Gross Profit on projects contracted in the portfolio, plus approved change orders or project extensions. |

  60. Compensation Elements

    | • | iCMS 4-Qtr Average of GP in Backlog Growth % is a four-quarter average of the iCMS performance unit perimeter year-over -year Backlog growth, which is calculated by looking at GP in Backlog as adjusted for (1) new awards, (2) scope increases of new and existing work, (3) cancellations and corrections of understatements/overstatements, (4) acquisitions and divestitures, and (5) the foreign exchange effect, less the GP burn for the fiscal year. GP in Backlog must follow the Company’s backlog rules for various contract types. |

  61. Compensation Elements

    | ○ | Adjusted EBITDA Margin %: is a measure of cost efficiency and is calculated as the (adjusted net earnings of the entity’s performance unit perimeter before the impact of discontinued operations accounting adjustments, less net interest expense, less taxes, and less depreciation/amortization expense) divided by adjusted net revenue (gross revenue net of pass through costs). All financial statement line items mentioned above may be adjusted for special items that are unusual, non-recurring or otherwise not indicative of the Company’s normal operations and which were not anticipated in setting the original targets, and exclusion of amortization of purchased intangibles. Any such adjustments must be approved by the Compensation Committee. For example, such adjustments may include, without limitation: (1) charges for restructurings; (2) gains or losses on the |

  62. Compensation Elements

    | Forms of 2024 Long-Term Incentive Grants(1) | Weight | Performance Metrics and Vesting Period | | PSUs | 60% | Performance Metrics: - 50% to vest based upon Adjusted EPS growth over 3-year period - 50% to vest based upon ROIC over 3-year period | | RSUs | 40% | 25% annual vesting over 4-year period |

  63. Compensation Elements

    | (1) Mr. Demetriou’s and Mr. Berryman’s fiscal 2024 annual equity-based compensation consisted 100% of RSUs vesting on November 13, 2024. |

  64. Compensation Elements

    | Named Executive Officer | Grant Date | Reason for Grant | Target PSUs Awarded (1) | Target PSU Value Awarded (2) | RSUs Awarded (2) | RSU Value Awarded (2) | Total Value of All Awards (2) | | Robert V. Pragada | 11/15/2023 | Annual Grant | 37,774 | $5,175,038 | 25,183 | $3,450,071 | $8,625,109 | | Venk Nathamuni | 06/03/2024 | Annual Grant | 7,610 | $1,050,028 | 5,073 | $699,973 | $1,750,001 | | | 06/03/2024 | New Hire Grant | — | — | 3,624 | $500,040 | $500,040 | | Steven J. Demetriou | 11/15/2023 | Annual Grant | 0 | 0 | 20,073 | $2,750,001 | $2,750,001 | | Joanne E. Caruso | 11/15/2023 | Annual Grant | 7,884 | $1,080,108 | 5,255 | $719,935 | $1,800,043 | | Patrick X. Hill | 11/15/2023 | Annual Grant | 7,446 | $1,020,102 | 4,963 | $679,931 | $1,700,033 | | Kevin C. Berryman | 03/06/2024 | Annual Grant | 0 | 0 | 6,807 | $1,000,084 | $1,000,084 | | Claudia Jaramillo (3) | 11/15/2023 | Annual Grant | 9,198 | $1,260,126 | 6,131 | $839,947 | $2,100,073 |

  65. Compensation Elements

    | (1) Represents the target payout shares as described under “Executive Compensation — 2024 Grants of Plan Based Awards” below. PSUs can payout from 0-200% of target. |

  66. Compensation Elements

    | (2) Represents the grant date fair value of PSUs (assuming target level of shares) and RSUs under the Company’s Stock Incentive Plan, as amended (the “Stock Incentive Plan”) computed in accordance with FASB ASC Topic 718. The grant date fair value per share for the November 15, 2023 awards was $137.00, the grant date fair value per share for the March 6, 2024 award was $146.92, and the grant date fair value per share for the June 3, 2024 awards was $137.98. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K for a discussion of the assumptions used to calculate these amounts. See “— Narrative Disclosure to Summary Compensation Table — Payment of Dividends and Dividend Equivalent Rights” and “Compensation Discussion and Analysis — Compensation Elements — Equity-Based Compensation — Dividend Equivalents” for more information regarding Dividend Equivalents. Amounts reported in this column represent the value of the annual grant and new hire grant, as applicable. |

  67. Compensation Elements

    | (3) Ms. Jaramillo separated from the Company effective as of April 15, 2024. The outstanding RSUs granted to Ms. Jaramillo will continue to vest through November 15, 2027 in accordance with the original vesting schedule and a portion of the PSUs that she would have earned through November 15, 2026, pro-rated for the number of days in the performance period that she was active, will vest based on actual performance on the normal vesting date. See “Post-Employment Arrangements with Ms. Jaramillo” below. |

  68. Compensation Elements

    Fiscal 2024 Equity Awards PSU Awards Fiscal 2024 PSU awards will vest, following a 3-year performance period (starting on the first day of fiscal 2024 and ending on the last day of fiscal 2026), based on achievement of the following performance metrics:

  69. Compensation Elements

    | - | 50% of the PSUs will vest based on the Company’s level of achievement of a specified Adjusted EPS goal over a 3-year performance period (the “EPS Based PSU Awards”) |

  70. Compensation Elements

    | - | 50% of the PSUs will vest based on the Company’s level of achievement of a specified ROIC goal over the same 3-year performance period (the “ROIC Based PSU Awards”) |

  71. Compensation Elements

    The payout is determined by linear interpolation for performance achievement between the approved ranges for each year of the 3-year performance period. The Company believes that the combination of Adjusted EPS and ROIC provides accountability for both operating and capital efficiency and encourages trade-offs between the two metrics in favor of overall value creation. EPS Based PSU Awards: The Compensation Committee believes that Adjusted EPS is a key indicator of a company’s performance for shareholders. It is the predominant metric used in performance-based equity awards of the Company’s peers and its use is intended to maintain the focus on profitability, growth, and financial discipline, while aligning the interests of the Company’s senior executives with the long-term interests of shareholders.

  72. Compensation Elements

    For awards made in fiscal 2024, the number of EPS Based PSU Awards that will vest (and the corresponding number of shares that will be issued) is based on the Company’s average adjusted EPS measured at the end of fiscal 2026. For grants made in fiscal 2022 and previous years, the Company’s average Adjusted EPS is measured at the end of each fiscal year and amounts are locked in annually but are not distributed until after the 3-year performance period. For purposes of calculating the payouts for the EPS Based PSU awards: “Adjusted EPS” for any fiscal period is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period. “Adjusted Net Earnings” means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with Generally Accepted Accounting Principles (“GAAP”) (A) as may be adjusted to eliminate the effects of (1) costs associated with restructuring and integration activities; and (2) gains or losses associated with discontinued operations,* as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of the adjustment); (B) as adjusted for all gains or losses associated with events or transactions that the Compensation Committee has determined are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance (for these purposes, such events or transactions could include: (1) settlements of claims and litigation, (2) disposals of operations including a disposition of a significant amount of the Company’s assets, (3) losses on sales of investments, (4) changes in laws and/or regulations, and (5) acquisitions, dispositions, such as the CMS Separation Transaction, and/or strategic investments); (C) exclusion of amortization of purchased intangibles; and (D) normalized to a set effective tax rate as described in each grant’s issuance, such that fluctuations in actual effective tax rate are neither favorable nor unfavorable to performance. *For fiscal 2024 results, CMS/C&I discontinued operations was included in adjusted net earnings for EPS and ROIC PSU award calculations for consistency with targets. However, costs and expenses associated with the CMS Separation Transaction and related restructuring activities were excluded. ECR-related discontinued operations were immaterial but excluded for consistency with targets. The “EPS Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the Company’s Adjusted EPS as measured against the indicated fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant. ROIC Based PSU Awards: The Compensation Committee believes that ROIC is an effective means of linking executive compensation to value creation that holds leaders accountable for the efficient use of capital and has used this performance metric for awards since fiscal 2017. For grants made in fiscal 2023 and 2024, the number of ROIC Based PSU Awards that will vest (and the corresponding number of shares to be issued) is based on the Company’s average adjusted ROIC measured at the end of the 3-year performance period. For grants made in fiscal 2022 and previous years, the Company’s average adjusted ROIC is measured at the end of each fiscal year and amounts are locked in annually but are not distributed until after the 3-year performance period. For purposes of calculating the payouts for the ROIC Based PSU awards: “Return on Invested Capital,” or ROIC, is computed by dividing Adjusted Net Earnings by the average of beginning and ending invested capital during the period, and where invested capital is the sum of equity plus long-term debt less cash and cash equivalents. For fiscal 2024, certain adjustments were applied to invested capital to reflect a balance sheet prior to the impact of CMS Separation Transaction, consistent with targets.

  73. Compensation Elements

    The “ROIC Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the average Company’s ROIC over the relevant fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant. RSU Awards Vesting of RSU Awards The annual RSU grants awarded to our NEOs on November 15, 2023 (except for Mr. Demetriou and Mr. Berryman) vest 25% per year on each of the first, second, third and fourth anniversaries of the grant date, subject to the NEO’s continuous employment through each such vesting date other than in the case of death, disability or a qualified termination event, in which case, vesting will accelerate. The RSUs granted to Mr. Demetriou on November 15, 2023 vested on September 18, 2024 in connection with the CMS Separation Transaction. The RSUs granted to Mr. Berryman on March 6, 2024 vested on November 15, 2024. Dividend Equivalent Rights All RSU awards are entitled to accumulated dividend equivalent rights that are subject to the same vesting, payment and other terms and conditions as the underlying award to which the dividend equivalent relates. The crediting of dividend equivalents is intended to treat the equity award holders consistently with shareholders and preserve the equity-based incentives intended by the Company when the awards were granted. The dividend equivalents pay in cash upon the vesting and settlement of the underlying RSUs and are forfeited if the underlying RSUs are forfeited. Treatment of Outstanding Equity Awards in Connection with the CMS Separation Transaction In connection with the CMS Separation Transaction, the parties entered into the Employee Matters Agreement, which sets forth the treatment of outstanding equity awards. Pursuant to the Employee Matters Agreement, (i) on September 18, 2024, a portion of the unvested Jacobs RSUs and PSUs held by employees who would become Amentum employees following the CMS Separation Transaction, including certain awards held by Mr. Demetriou, accelerated, vested and were settled in the Company’s common stock and (ii) any remaining RSUs and PSUs that were not accelerated were converted into Amentum RSU awards following the CMS Separation Transaction. In addition, following the CMS Separation Transaction, the Compensation Committee determined to adjust the equity awards held by employees who remained with Jacobs in order to preserve the intrinsic value of such awards. Long-Term Incentive Plan Metrics and Performance Attainment — PSUs with Performance Periods Ending in Fiscal 2024 All of our NEOs, except for Mr. Nathamuni and Ms. Jaramillo, served as executive officers of the Company in fiscal 2021 and received grants of PSUs at that time. The 2021 PSUs awards were based on a 3-year performance period. The performance metrics associated with these PSUs, as well as weighting and the associated performance period are shown below:

  74. Compensation Elements

    2021 EPS Based PSU Awards The 2021 EPS Based PSU awards were tied to average Annual Adjusted EPS over a 3-year performance period:

  75. Compensation Elements

    | • | The total number of PSUs awarded accumulated over the 3-year performance period in independent segments: |

  76. Compensation Elements

    | - | 1/3 of the 2021 EPS Based PSUs were based on the Annual Adjusted EPS in fiscal 2021 |

  77. Compensation Elements

    | - | 2/3 of the 2021 EPS Based PSUs were based on the average Annual Adjusted EPS from fiscal 2021 to fiscal 2022 |

  78. Compensation Elements

    | - | The final determination as to shares to be distributed pursuant to the 2021 EPS Based PSUs was based on the average Annual Adjusted EPS from fiscal 2021 to fiscal 2023 |

  79. Compensation Elements

    | | Performance Period | Adj. EPS | Average Annual Adj. EPS | Approved Range | | | EPS Performance Multiplier | Lock-In PSUs | | | | | | Min | Target | Max | | | | Baseline Earnings | FY20 | $5.14 | | | | | | | | Year 1 | FY21 | $6.12 | $6.12 | $4.66 | $5.50 | $6.35 | 173% | 58% | | Year 2 | FY21-FY22 | $6.69 | $6.41 | $4.93 | $5.82 | $6.72 | 165% | 52% | | Year 3 | FY22-FY23 | $6.98 | $6.60 | $5.19 | $6.13 | $7.07 | 150% | 39.7% | | | | | | | | | Total | 149.7% |

  80. Compensation Elements

    | Total EPS Based PSUs GrantedX | 3 Year EPS Performance Multiplier | = | 149.7% of Shares to be Distributed |

  81. Compensation Elements

    | Named Executive Officer | Vesting Date | EPS Based PSUs Granted (at Target) | % Target Earned | EPS PSU Shares Earned | | Robert V. Pragada | 11/18/2023 | 9,978 | 149.7% | 14,936 | | Steven J. Demetriou | 11/18/2023 | 32,783 | 149.7% | 49,075 | | Joanne E. Caruso | 11/18/2023 | 4,276 | 149.7% | 6,400 | | Patrick X. Hill | 11/18/2023 | 2,851 | 149.7% | 4,267 | | Kevin C. Berryman | 11/18/2023 | 8,552 | 149.7% | 12,801 |

  82. Compensation Elements

    2021 ROIC Based PSU Awards The 2021 ROIC Based PSU awards were tied to average ROIC over a 3-year performance period:

  83. Compensation Elements

    | • | The total number of PSUs awarded accumulated over the 3-year performance period in independent segments: |

  84. Compensation Elements

    | - | 1/3 of the 2021 ROIC Based PSUs were based on fiscal 2021 ROIC |

  85. Compensation Elements

    | - | 2/3 of the 2021 ROIC Based PSUs were based on ROIC from fiscal 2021 to fiscal 2022 |

  86. Compensation Elements

    | - | The final determination as to shares to be distributed pursuant to the 2021 ROIC Based PSUs was based on the ROIC from fiscal 2021 to fiscal 2023 |

  87. Compensation Elements

    | | FY 2021 | FY 2022 | FY 2023 | | Stockholders’ Equity | 5,940,041 | 6,060,057 | 6,550,267 | | (+) Short-Term Debt | 53,456 | 50,415 | 61,430 | | (+) Long-Term Debt | 2,839,933 | 3,357,256 | 2,813,471 | | (-) Cash | -1,014,249 | -1,140,479 | -926,582 | | Invested Capital | 7,819,181 | 8,327,249 | 8,498,586 | | Average Invested Capital | 7,224,706 | 8,073,215 | 8,412,918 | | Ending ROIC | 10.3% | 10.4% | 10.4% | | Average ROIC | 11.1% | 10.7% | 10.6% | | Average Return on Invested Capital | | 10.9% | 10.8% |

  88. Compensation Elements

    | | Performance Period | ROIC | Average Annual ROIC | Approved Range | | | ROIC Performance Multiplier | Lock-In PSUs | | | | | | Min | Target | Max | | | | Baseline | FY20 | 10.4% | | | | | | | | Year 1 | FY21 | 11.1% | 11.1% | 9.0% | 10.6% | 12.2% | 132% | 44% | | Year 2 | FY21-FY22 | 10.7% | 10.9% | 9.3% | 10.9% | 12.6% | 101% | 23% | | Year 3 | FY21-FY23 | 10.6% | 10.8% | 9.5% | 11.3% | 13.0% | 79% | 12% | | | | | | | | | Total | 79.0% |

  89. Compensation Elements

    | Total ROIC Based PSUs GrantedX | 3 Year ROIC Performance Multiplier | = | 79.0% of Shares to be Distributed |

  90. Compensation Elements

    | Named Executive Officer | Vesting Date | ROIC Based PSUs Granted (at Target) | % Target Earned | ROIC PSU Shares Earned | | Robert V. Pragada | 11/18/2023 | 9,978 | 79.0% | 7,881 | | Steven J. Demetriou | 11/18/2023 | 32,783 | 79.0% | 25,897 | | Joanne Caruso | 11/18/2023 | 4,276 | 79.0% | 3,376 | | Patrick Hill | 11/18/2023 | 2,851 | 79.0% | 2,251 | | Kevin C. Berryman | 11/18/2023 | 8,552 | 79.0% | 6,755 |

  91. Compensation Elements

    2022 EPS Based PSU Awards The 2022 EPS Based PSU awards were tied to average Annual Adjusted EPS over a 3-year performance period:

  92. Compensation Elements

    | • | The total number of PSUs awarded accumulated over the 3-year performance period in independent segments: |

  93. Compensation Elements

    | - | 1/3 of the 2022 EPS Based PSUs were based on the Annual Adjusted EPS in fiscal 2022 |

  94. Compensation Elements

    | - | 2/3 of the 2022 EPS Based PSUs were based on the average Annual Adjusted EPS from fiscal 2022 to fiscal 2023 |

  95. Compensation Elements

    | - | The final determination as to shares to be distributed pursuant to the 2022 EPS Based PSUs was based on the average Annual Adjusted EPS from fiscal 2022 to fiscal 2024. In accordance with the equity award treatment set forth in the Employee Matters Agreement, the Adjusted EPS as of July 2024 was used to calculate the shares distributed on September 18, 2024. |

  96. Compensation Elements

    | | Performance Period | Adj. EPS | Average Annual Adj. EPS | Approved Range | | | EPS Performance Multiplier | Lock-In PSUs | | | | | | Min | Target | Max | | | | Baseline Earnings | FY21 | $6.19 | | | | | | | | Year 1 | FY22 | $6.76 | $6.76 | $5.92 | $7.00 | $8.07 | 83.3% | 28% | | Year 2 | FY22 – FY23 | $7.06 | $6.91 | $6.25 | $7.38 | $8.51 | 68.8% | 18% | | Year 3 | FY22 – FY24 | $7.80 | $7.21 | $6.60 | $7.79 | $8.99 | 63.2% | 17.2% | | | | | | | | | Total | 63.2% |

  97. Compensation Elements

    | Total EPS Based PSUs GrantedX | 3 Year EPS Performance Multiplier | = | 63.2% of Shares to be Distributed |

  98. Compensation Elements

    | Named Executive Officer | Vesting Date | EPS Based PSUs Granted (at Target) | % Target Earned | EPS PSU Shares Earned | | Steven J. Demetriou (1) | 09/18/2024 | 24,758 | 63.2% | 15,646 |

  99. Compensation Elements

    2022 ROIC Based PSU Awards The 2022 ROIC Based PSU awards were tied to average ROIC over a 3-year performance period:

  100. Compensation Elements

    | • | The total number of PSUs awarded accumulated over the 3-year performance period in independent segments: |

  101. Compensation Elements

    | - | 1/3 of the 2022 ROIC Based PSUs were based on fiscal 2022 ROIC |

  102. Compensation Elements

    | - | 2/3 of the 2022 ROIC Based PSUs were based on ROIC from fiscal 2022 to fiscal 2023 |

  103. Compensation Elements

    | - | The final determination as to shares to be distributed pursuant to the 2022 ROIC Based PSUs was based on the ROIC from fiscal 2022 to fiscal 2024 |

  104. Compensation Elements

    The first two years of the program are considered a “lock-in” period, meaning it was possible to “lock in” vesting of up to two-thirds of the total potential award based on ROIC during that period. The ROIC Performance Multiplier was determined by linear interpolation for results between the approved ranges for each year. In accordance with the equity award treatment set forth in the Employee Matters Agreement, the ROIC as of July 2024 was used to calculate the shares distributed on September 18, 2024.

  105. Compensation Elements

    | | FY 2022 | FY 2023 | FY 2024 | | Stockholders’ Equity | 6,060,057 | 6,546,218 | 6,704,293 | | (+) Short-Term Debt | 50,415 | 61,430 | 825,166 | | (+) Long-Term Debt | 3,357,256 | 2,813,471 | 2,250,318 | | (-) Cash | -1,140,479 | -926,582 | -1355,313 | | Invested Capital | 8,327,249 | 8,494,537 | 8,424,464 | | Average Invested Capital | 8,073,215 | 8,410,893 | 8,459,501 | | Ending ROIC | 10.5% | 10.6% | 11.7% | | Average ROIC | 10.8% | 10.7% | 11.6% | | Average Return on Invested Capital | | 10.8% | 11.0% |

  106. Compensation Elements

    | | Performance Period | ROIC | Average Annual ROIC | Approved Range | | | ROIC Performance Multiplier | Lock-In PSUs | | | | | | Min | Target | Max | | | | Baseline | FY21 | 11.3% | | | | | | | | Year 1 | FY22 | 10.8% | 10.8% | 10.0% | 11.8% | 13.6% | 60.2% | 20% | | Year 2 | FY22-FY23 | 10.7% | 10.8% | 10.2% | 12.0% | 13.9% | 48.4% | 12% | | Year 3 | FY22-FY24 | 11.6% | 11.0% | 10.4% | 12.3% | 14.2% | 50.5% | 18.5% | | | | | | | | | Total | 50.5% |

  107. Compensation Elements

    | Total ROIC Based PSUs GrantedX | 3 Year ROIC Performance Multiplier | = | 50.5% of Shares to be Distributed |

  108. Compensation Elements

    | Named Executive Officer | Vesting Date | ROIC Based PSUs Granted (at Target) | % Target Earned | ROIC PSU Shares Earned | | Steven J. Demetriou (1) | 09/18/2024 | 24,758 | 50.5% | 12,501 |

  109. Other Benefits

    Company’s common stock. See “Executive Compensation — Non-Qualified Deferred Compensation” below for a further description of the EDP. Executive Severance Plan: The Company has adopted an Executive Severance Plan that provides severance benefits to certain key executives designated by the Compensation Committee from time to time, including the NEOs, in the event of either (1) a qualifying termination of employment by the Company that is unrelated to a change of control or (2) a qualifying termination of employment by the Company during the 2-year period following a change of control. Perquisites The Company provides limited perquisites to its executives. They may have spousal travel paid for by the Company only for an approved business purpose, in which case a related tax gross-up is provided. NEOs are also provided with financial planning assistance and annual health assessment benefits. Relocation expenses are also provided in the event an NEO relocates due to his or her role with the Company, in which case a tax gross-up is provided. The Company leases a private aircraft to allow certain executive officers, primarily the Executive Chair and the CEO, and if approved by the CEO, the CFO and/or other senior executives, to travel for business purposes safely and efficiently. Use of a private aircraft provides a confidential and highly productive environment for executive officers to conduct business while traveling. We do not allow personal usage of the private aircraft at the Company’s expense. Incidental travel by family members of an executive officer in connection with such executive’s business travel is permitted so long as the executive reimburses the Company for the reasonable cost of such travel. Payments Upon Termination or Change in Control Executive Severance Plan: The Company provides an Executive Severance Plan that includes the following severance benefits to certain key executives, including the NEOs, in the event of either (1) a qualifying involuntary termination of employment that is unrelated to a change in control or (2) a qualifying termination of employment during the 2-year period following a change of control. Payments under this plan are conditioned upon the receipt of a customary waiver and general release of claims from the executive. In addition, following termination, the executives will be subject to restrictive covenants, including non-disclosure of confidential information, non-disparagement restrictions and 12-month non-competition and non-solicitation obligations. Payments under this plan do not include any tax gross-ups.

  110. Other Benefits

    | • | Non-Change in Control Severance Benefits — For fiscal 2024, in the event of a termination of the participant’s employment by the Company other than for Cause (as defined in the Executive Severance Plan), the participant will be entitled to receive the following benefits: (1) a lump sum cash payment equal to 1.5 times (for the Executive Chair and the CEO) or 1 times (for the other NEOs and covered executives) the sum of the participant’s (x) base salary and (y) target annual incentive award; (2) a lump sum cash payment equal to the participant’s annual incentive award based on actual performance, pro-rated based on the number of days the participant was employed during the fiscal year of termination and (3) a lump sum cash payment equal to 1.5 times (for the Executive Chair and the CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual premium for continued participation in the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and (y) the annual fee for continued receipt of financial advisory services. In addition, the participant’s unvested and outstanding equity awards that are scheduled to vest within the nine-month period following the date of termination will remain outstanding and continue to vest in accordance with their original vesting schedule. |

  111. Other Benefits

    | • | Change in Control Severance Benefits — In the event of a termination of the participant’s employment by the Company other than for Cause or by the participant for Good Reason (as defined in the Executive Severance Plan), in each case within the 2-year period after a Change in Control (as defined in the Executive Severance Plan), the participant will be entitled to receive the following benefits: (1) a lump sum cash payment equal to 2 times (for the Executive Chair and the CEO) or 1 times (for the other NEOs and covered executives) the sum of the participant’s (x) base salary and (y) target annual incentive award; and (2) a lump sum cash payment equal to the participant’s annual incentive award based on actual performance, prorated based on the number of days the participant was employed during the fiscal year of termination; and (3) a lump sum cash payment equal to 2 times (for the |

  112. Other Policies

    The Compensation Committee reviews each executive officer’s shareholdings of Company stock with respect to these ownership guidelines each year. As of the Record Date, all NEOs exceeded their respective guidelines, except for Mr. Nathamuni who joined the Company in June 2024. See the discussion under “Corporate Governance — Stock Ownership Guidelines” above for further information. Insider Trading and Policy on Hedging or Pledging of Stock The Company’s insider trading policy contains stringent restrictions on transactions in Company stock by its executive officers and directors. All trades by the Company’s executive officers and directors must be pre-cleared and are subject to black-out periods. The executive officers and directors are not permitted to trade in puts or calls of Company stock, engage in short sales of Company stock, hedge or pledge Company stock or use Company stock as loan collateral or as part of a margin account. Stock Options The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. Accordingly, the Company has no policies or practices to disclose under Item 402(x) of Regulation S-K. Clawback Policies In accordance with SEC and NYSE rules, the Compensation Committee adopted a clawback policy, effective as of September 30, 2023 (the “Effective Date”). Pursuant to the policy, the Company is required to recover or “clawback” any erroneously awarded incentive-based compensation to our executive officers in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. This policy applies to all incentive-based compensation received by an executive officer of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement and after the Effective Date. In addition, we have an additional clawback policy for select top executives that allows the Compensation Committee to clawback all time-based and incentive-based compensation in the event of such executive’s violation of restrictive covenants or other misconduct, such as failure to supervise or conduct causing material financial, reputational or other harm to the Company or its business activities. Compensation Risk Assessment As part of its oversight, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. The Compensation Committee also retains the Independent Consultant to assist the Compensation Committee with an annual risk assessment of the Company’s compensation policies and practices. In addition, the Company reviews all its compensation policies and practices, including incentive plan design and factors that may affect the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The Company’s pay philosophy provides an effective balance in cash and equity award mix, short- and long-term performance periods, financial and non-financial performance, and allows for the Compensation Committee’s discretion to make positive and negative adjustments to payouts under the Company’s compensation plans. Further, policies to mitigate compensation-related risk include stock ownership guidelines, vesting periods on equity awards, insider-trading prohibitions, and independent Compensation Committee oversight. Based on this review, both for our executive officers and all other employees, the Company and the Independent Consultant concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed and approved this conclusion.

  113. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by the Company’s named executive officers (“NEOs”) in fiscal 2024, 2023, and 2022.

  114. Summary Compensation Table

    | Name & Principal Position | Fiscal Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation (5) ($) | Total ($) | | Robert V. Pragada Chief Executive Officer | 2024 | 1,338,462 | — | 8,625,109 | 2,116,404 | — | 39,971 | 12,119,945 | | | 2023 | 1,177,404 | — | 7,939,420 | 1,743,141 | — | 38,684 | 10,898,649 | | | 2022 | 905,385 | — | 5,000,068 | 552,417 | — | 34,831 | 6,492,702 | | Venk Nathamuni (6) Chief Financial Officer | 2024 | 192,308 | 594,577 | 2,250,040 | 208,634 | — | 72,426 | 3,317,984 | | Steven J. Demetriou (7) FY24 Executive Chair | 2024 | 1,250,000 | — | 2,750,001 | 1,306,422 | — | 44,962 | 5,351,385 | | | 2023 | 1,307,211 | — | 3,430,785 | 1,655,146 | — | 40,632 | 6,433,775 | | | 2022 | 1,411,154 | — | 12,000,106 | 1,170,154 | — | 34,107 | 14,615,521 | | Joanne E. Caruso Executive Vice President, Chief Legal and Administrative Officer | 2024 | 719,231 | — | 1,800,043 | 833,497 | — | 40,394 | 3,393,164 | | | 2023 | 654,999 | — | 2,246,157 | 797,095 | — | 39,627 | 3,737,878 | | | 2022 | 670,769 | — | 1,600,092 | 372,260 | — | 16,181 | 2,659,301 | | Patrick X. Hill (8) Executive Vice President, President, People & Places Solutions | 2024 | 665,497 | — | 1,700,033 | 837,314 | — | 18,972 | 3,221,816 | | | 2023 | 595,869 | — | 1,738,677 | 622,389 | — | 16,633 | 2,973,568 | | | 2022 | 602,669 | — | 1,350,132 | 299,932 | — | 16,071 | 2,268,804 | | Kevin C. Berryman (9) Former Chief Financial Officer | 2024 | 860,000 | — | 1,000,084 | 988,198 | — | 41,490 | 2,889,773 | | | 2023 | 860,000 | — | 3,874,504 | 979,290 | — | 38,919 | 5,752,712 | | | 2022 | 855,385 | — | 3,200,038 | 470,799 | — | 28,984 | 4,555,206 | | Claudia Jaramillo (10) Former Executive Vice President and Chief Financial Officer | 2024 | 426,115 | — | 2,100,073 | 516,254 | — | 1,638,741 | 4,681,183 | | | 2023 | 677,884 | — | 1,958,209 | 637,732 | — | 67,238 | 3,341,063 |

  115. Summary Compensation Table

    | (1) Consists of base salary earned during the fiscal year including any time off with pay. |

  116. Summary Compensation Table

    | (2) Represents sign-on bonuses for new hires, and additional non-equity incentive bonuses paid outside the Company’s LPP. |

  117. Summary Compensation Table

    | (3) Represents the grant date fair value of stock awards granted under the Stock Incentive Plan in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K for a discussion of the assumptions used to calculate these amounts. For the fiscal 2024 amounts, this column reflects the combined value of RSUs and PSUs granted in November and December 2023 (with PSUs reflecting target performance). At the highest level of performance, the value of such fiscal 2024 PSUs on the grant date would be $10,350,076 for Mr. Pragada, $2,100,056 for Mr. Nathamuni, $2,160,216 for Ms. Caruso, $2,040,204 for Mr. Hill, and $2,520,252 for Ms. Jaramillo. Mr. Demetriou and Mr. Berryman were not granted PSUs in 2024. At the highest level of performance, the value of fiscal 2023 PSUs on the grant date would be $8,999,852 for Mr. Pragada, $2,340,251 for Ms. Caruso, and $1,800,270 for Mr. Hill, $4,199,964 for Mr. Berryman, and $2,280,309 for Ms. Jaramillo. At the highest level of performance, the value of fiscal 2022 PSUs on the grant date would be $6,000,198 for Mr. Pragada, $14,400,243 for Mr. Demetriou, $3,839,987 for Mr. Berryman, $1,919,994 for Ms. Caruso, and $1,620,449 for Mr. Hill. |

  118. Summary Compensation Table

    | (4) Represents the annual incentive awards earned in each fiscal year pursuant to the LPP, as determined by the Compensation Committee. Fiscal 2024 awards were paid in cash. See “Compensation Discussion and Analysis — Compensation Elements — Short-Term Incentives” for a description of how non-equity incentive plan compensation is determined for the NEOs. Fiscal 2023 payments were made in the form of 55% cash and 45% RSUs. Amounts shown in this column reflect only the cash portion of the LPP awards. There were no earnings on non-equity incentive plan compensation earned or paid to the NEOs in or for fiscal 2024. Ms. Jaramillo’s award was prorated based on the number of days she was employed during the performance period. |

  119. Summary Compensation Table

    | (5) For fiscal 2024: Mr. Pragada received $15,525 associated with a 401(k) Company match, $1,308 for basic life insurance premiums paid for by the Company, $18,868 for financial planning assistance, $442 for spousal travel to a Company event, and $3,828 for an annual health assessment. Mr. Nathamuni received $819 for basic life insurance premiums paid for by the Company, $52,053 for relocation expenses, $17,297 in taxes associated with the relocation, and $2,257 for financial planning assistance. Mr. Demetriou received $15,525 associated with a 401(k) Company match, $48 for basic life insurance premiums paid for by the Company, $20,639 for financial planning assistance |

  120. Summary Compensation Table

    | 2025 Proxy Statement | | 61 |

  121. Summary Compensation Table

    | and associated expenses, $5,771 for an annual health assessment, $800 for relocation expenses and $258 in taxes associated with the relocation, two gifts from the Company valued at a total of $1,453, and $468 in taxes associated with the gifts. Ms. Caruso received $15,525 associated with a 401(k) Company match, $941 for basic life insurance premiums paid for by the Company, $18,766 for financial planning assistance, and $5,161 for an annual health assessment. Mr. Hill received Company superannuation contributions of $18,972. Mr. Berryman received $15,525 associated with a 401(k) Company match, $1,126 for basic life insurance premiums paid for by the Company, $18,868 for financial planning assistance, and $5,971 for an annual health assessment. Ms. Jaramillo received $572 for basic life insurance premiums paid for by the Company, $10,209 for financial planning assistance, $4,280 for an annual health assessment, $50,000 for relocation expenses, $16,094 in taxes associated with the relocation, and $1,557,586 in cash severance. |

  122. Summary Compensation Table

    | (6) Mr. Nathamuni joined the Company as CFO on June 3, 2024, and received a $150,000 sign-on bonus, as well as an additional non-equity incentive payment, which was not granted pursuant to the LPP, in the amount of $444,577, based on actual LPP performance for the period from September 30, 2023 through June 2, 2024, in accordance with his offer letter. |

  123. Summary Compensation Table

    | (7) Mr. Demetriou separated from the Company upon the CMS Separation Transaction. See “Separation with Mr. Demetriou” below. |

  124. Summary Compensation Table

    | (8) The amounts for fiscal 2024 reported in this table for Mr. Hill that are paid in AUD have been converted to USD using the actual average exchange rate in September 2024 (1 AUD = 0.6768 USD). |

  125. Summary Compensation Table

    | (9) Mr. Berryman served as the Company’s interim CFO from March 29, 2024 through June 2, 2024. |

  126. Summary Compensation Table

    | (10) Ms. Jaramillo separated from the Company effective April 15, 2024. See “Post-Employment Arrangements with Ms. Jaramillo” below. |

  127. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The table below summarizes all grants of plan-based awards to the NEOs in fiscal 2024:

  128. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards (6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert V. Pragada | 11/15/2023 | | | | | | | 25,183 | 3,450,071 | | | 11/15/2023 | | | | 4,722(4) | 18,887(4) | 37,774(4) | | 2,587,519 | | | 11/15/2023 | | | | 4,722(5) | 18,887(5) | 37,774(5) | | 2,587,519 | | | | 506,250 | 2,025,000 | 4,050,000 | | | | | | | Venk Nathamuni | 6/3/2024 | | | | | | | 8697 | 1,200,012 | | | 6/3/2024 | | | | 951(4) | 3,805(4) | 7,610(4) | | 525,014 | | | 6/3/2024 | | | | 951(5) | 3,805(5) | 7,610(5) | | 525,014 | | | | 156,250 | 625,000 | 1,250,000 | | | | | | | Steven J. Demetriou | 11/15/2023 | | | | | | | 20,073 | 2,750,001 | | | | 312,500 | 1,250,000 | 2,500,000 | | | | | | | Joanne Caruso | 11/15/2023 | | | | | | | 5,255 | 719,935 | | | 11/15/2023 | | | | 986(4) | 3,942(4) | 7,884(4) | | 540,054 | | | 11/15/2023 | | | | 986(5) | 3,942(5) | 7,884(5) | | 540,054 | | | | 199,375 | 797,500 | 1,595,000 | | | | | | | Patrick X. Hill | 11/15/2023 | | | | | | | 4,963 | 679,931 | | | 11/15/2023 | | | | 931(4) | 3,723(4) | 7,446(4) | | 510,051 | | | 11/15/2023 | | | | 931(5) | 3,723(5) | 7,446(5) | | 510,051 | | | | 169,194 | 676,776 | 1,353,553 | | | | | | | Kevin C. Berryman | 3/6/2024 | | | | | | | 6,807 | 1,000,084 | | | | 236,500 | 946,000 | 1,892,000 | | | | | | | Claudia Jaramillo | 11/15/2023 | | | | | | | 6,131 | 839,947 | | | 11/15/2023 | | | | 1,150(4) | 4,599(4) | 9,198(4) | | 630,063 | | | 11/15/2023 | | | | 1,150(5) | 4,599(5) | 9,198(5) | | 630,063 | | | | 191,250 | 765,000 | 1,530,000 | | | | | |

  129. 2024 Grants of Plan-Based Awards

    | (1) Amounts represent the 2024 projected award under the LPP based on the Company’s internal plan at the start of fiscal 2024. See “Compensation Discussion and Analysis — Compensation Elements — Short-Term Incentives” above for a description of the LPP and the way bonuses are computed. The amounts reported in the “Threshold,” “Target” and “Maximum” columns reflect estimated future payouts under the LPP. |

  130. 2024 Grants of Plan-Based Awards

    | (2) Amounts represent the threshold, target and maximum payout shares of awards of EPS Based PSUs and ROIC Based PSUs granted under the Stock Incentive Plan in fiscal 2024. |

  131. 2024 Grants of Plan-Based Awards

    | (3) Represents the RSUs granted under the Stock Incentive Plan. |

  132. 2024 Grants of Plan-Based Awards

    | (4) Represents the threshold, target and maximum payout shares of the grants of the EPS Based PSUs that each NEO could earn under the Stock Incentive Plan. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. Please refer to “Compensation Discussion and Analysis — Compensation Elements — Equity Based Compensation — Fiscal 2024 Equity Awards — EPS Based Awards” for a discussion of how the number of shares ultimately issued will be determined. |

  133. 2024 Grants of Plan-Based Awards

    | (5) Represents the threshold, target and maximum payout shares of the grants of the ROIC Based PSUs that each NEO could earn under the Stock Incentive Plan. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. Please refer to “Compensation Discussion and Analysis — Compensation Elements — Equity Based Compensation — Fiscal 2024 Equity Awards — ROIC Based Awards” for a discussion of how the number of shares ultimately issued will be determined. |

  134. 2024 Grants of Plan-Based Awards

    | (6) Represents the grant date fair value of RSUs and PSUs granted (assuming target level of shares) under the Stock Incentive Plan computed in accordance with FASB ASC Topic 718. The grant date fair value for those awards granted on November 15, 2023 was $137.00 per share, the grant date value for the award granted on March 6, 2004 was $146.92, and the grant date value for the awards granted on June 3, 2024 was $137.98 per share. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2024 Annual Report on Form 10-K for a discussion of the assumptions used to calculate these amounts. See “— Narrative Disclosure to Summary Compensation Table — Payment of Dividends and Dividend Equivalent Rights” above and “Compensation Discussion and Analysis — Compensation Elements — Equity-Based Compensation — Dividend Equivalents” above for more information regarding Dividend Equivalents. |

  135. 2024 Grants of Plan-Based Awards

    | (7) Amounts reported for Mr. Hill under the column “Estimated Future Payouts under Non-Equity Incentive Plan Awards” have been converted from AUD to USD using the actual average exchange rate in September 2024 (1 AUD = 0.6768 USD). |

  136. 2024 Grants of Plan-Based Awards

    | 2025 Proxy Statement | | 63 |

  137. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

  138. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | Outstanding Equity Awards at Fiscal Year-End for 2024 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (1) | | Option Exercise Price (2) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) (#) | Market Value of Shares or Units of Stock That Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested (6) ($) | | Name/Grant Date | Exercisable (#) | Unexercisable (#) | | | | | | | | Robert V. Pragada | | | | | | | | | | 11/18/2020 | | | | | 3,326 | 517,293 | | | | 11/17/2021 | | | | | 6,877 | 1,069,580 | 10,316 | 1,604,447 | | 11/17/2021 | | | | | | | 10,316 | 1,604,447 | | 11/16/2022 | | | | | 18,018 | 2,802,340 | 18,017 | 2,802,184 | | 11/16/2022 | | | | | | | 18,017 | 2,802,184 | | 12/01/2022 | | | | | 2,352 | 365,807 | | | | 11/15/2023 | | | | | 25,183 | 3,916,712 | 18,887 | 2,937,495 | | 11/15/2023 | | | | | | | 18,887 | 5,874,990 | | Venk Nathamuni | | | | | | | | | | 06/03/2024 | | | | | 5,073 | 789,004 | 3,805 | 591,792 | | 06/03/2024 | | | | | 3,624 | 563,641 | 3,805 | 1,183,583 | | Steven J. Demetriou | | | | | | | | | | 11/17/2021 | | | | | 8,253(7) | 1,283,589 | | | | Joanne Caruso | | | | | | | | | | 11/18/2020 | | | | | 1,426 | 221,786 | | | | 11/17/2021 | | | | | 2,201 | 342,322 | 3,301 | 513,405 | | 11/17/2021 | | | | | | | 3,301 | 513,405 | | 11/16/2022 | | | | | 4,684 | 728,503 | 4,685 | 728,658 | | 11/16/2022 | | | | | | | 4,685 | 728,658 | | 12/01/2022 | | | | | 1,586 | 246,671 | | | | 11/15/2023 | | | | | 5,255 | 817,310 | 3,942 | 613,099 | | 11/15/2023 | | | | | | | 3,942 | 1,226,199 | | Patrick X. Hill | | | | | | | | | | 11/18/2020 | | | | | 951 | 147,909 | | | | 11/17/2021 | | | | | 1,857 | 288,819 | 2,786 | 433,307 | | 11/17/2021 | | | | | | | 2,786 | 433,307 | | 11/16/2022 | | | | | 3,603 | 560,375 | 3,604 | 560,530 | | 11/16/2022 | | | | | | | 3,604 | 560,530 | | 12/01/2022 | | | | | 1,278 | 198,767 | | | | 11/15/2023 | | | | | 4,963 | 771,895 | 3,723 | 579,038 | | 11/15/2023 | | | | | | | 3,723 | 1,158,076 | | Kevin C. Berryman | | | | | | | | | | 05/28/2015 | 14,875 | | 43.34 | 05/28/2025 | | | | | | 11/18/2020 | | | | | 2,851 | 443,416 | | | | 11/17/2021 | | | | | 4,402 | 684,643 | 6,602 | 1,026,809 | | 11/17/2021 | | | | | | | 6,602 | 1,026,809 | | 11/16/2022 | | | | | 8,409 | 1,307,852 | 8,408 | 1,307,696 | | 11/16/2022 | | | | | | | 8,408 | 1,307,696 | | 12/01/2022 | | | | | 2,005 | 311,838 | | | | 03/06/2024 | | | | | 6,807 | 1,058,693 | | | | Claudia Jaramillo | | | | | | | | | | 07/01/2022 | | | | | 2,849 | 443,105 | 4,272 | 664,424 | | 07/01/2022 | | | | | | | 4,272 | 664,424 | | 11/16/2022 | | | | | 4,564 | 709,839 | 2,149 | 334,234 | | 11/16/2022 | | | | | | | 2,149 | 334,234 | | 11/15/2023 | | | | | 6,131 | 953,554 | 638 | 99,228 | | 11/15/2023 | | | | | | | 638 | 198,456 |

  139. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (1) All stock options have a total term of 10 years from the date of grant. |

  140. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (2) All outstanding employee stock options were granted under the Stock Incentive Plan with an exercise price equal to the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History on the grant date. Following the CMS Separation Transaction, these stock options remained outstanding and were adjusted in a manner intended to preserve the intrinsic value of such awards. Employees who remained with the Company were conferred 1.1802 options for each option held immediately prior to the CMS Separation Transaction, and the exercise price of such options was reduced by the divisor 1.1802. |

  141. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (3) Represents the number of unvested shares of RSUs granted under the Stock Incentive Plan. The RSUs awarded on December 1, 2022 recognize earnings as part of the fiscal 2022 LPP award and vest ratably over 3 years beginning with the first anniversary of the grant date. The RSUs granted on November 18, 2020, November 17, 2021, November 16, 2022, and November 15, 2023 vest ratably over 4 years |

  142. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | 64 | | 2025 Proxy Statement |

  143. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | beginning on the first anniversary of the grant date. The 6,807 RSUs granted on March 6, 2024 to Mr. Berryman cliff vest on November 15, 2024. The 5,073 RSUs granted on June 3, 2024 to Mr. Nathamuni vest ratably over 4 years beginning on the first anniversary of the grant date, and the 3,624 RSUs granted on the same date to Mr. Nathamuni vest ratably over 2 years beginning on the first anniversary of the grant date. The 5,697 RSUs granted on July 1, 2022 to Ms. Jaramillo vest ratably over 4 years beginning on the first anniversary of the grant date. Following the CMS Separation Transaction, the 8,253 RSUs held by Mr. Demetriou were converted to and adjusted into Amentum RSUs in a manner intended to preserve the intrinsic value of such awards. Employees who remained with the Company were conferred 1.1802 RSUs for each RSU held immediately prior to the CMS Separation Transaction. RSU grants include dividend equivalent rights that accumulate and vest on the same schedule as the RSU to which they relate and will be paid to the award holder in cash at the same time the share of common stock underlying the RSU is delivered to the award holder. |

  144. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (4) The market value of outstanding awards of RSUs is computed using the closing price of the Company’s common stock as quoted by the NYSE Composite Price History on September 27, 2024, which was $155.53. |

  145. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (5) Represents the number of unvested target shares of PSUs (EPS Based PSUs and ROIC Based PSUs) granted under the Stock Incentive Plan. The awards of PSUs vest based on actual performance over a three-year performance period. Following the CMS Separation Transaction, these PSUs remained outstanding and were adjusted in a manner intended to preserve the intrinsic value of such awards. Employees who remained with the Company were conferred 1.1802 PSUs for each PSU held immediately prior to the CMS Separation Transaction. |

  146. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (6) The market value of outstanding PSUs (EPS Based PSUs and ROIC Based PSUs) was computed by using $155.53, the closing price of the Company’s common stock as quoted by the NYSE Composite Price History on September 27, 2024. |

  147. Outstanding Equity Awards of NEOs at 2024 Fiscal Year-End

    | (7) Represents RSUs granted to Mr. Demetriou on November 17, 2021, otherwise scheduled to vest in November 2025, that were adjusted and converted to Amentum RSUs following the CMS Separation Transaction in a manner intended to preserve the intrinsic value of such award using a 5.2582 adjustment ratio pursuant to the terms of the Employee Matters Agreement. |

  148. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table provides information on stock options that were exercised and on RSUs that vested in fiscal 2024 for our NEOs:

  149. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Robert V. Pragada | — | — | 74,131 | 10,398,932 | | Venk Nathamuni | — | — | — | — | | Steven J. Demetriou (2) | — | — | 201,382 | 27,914,198 | | Joanne E. Caruso | — | — | 16,157 | 2,176,175 | | Patrick X. Hill | — | — | 10,986 | 1,479,203 | | Kevin C. Berryman | 2,125 | 220,596 | 65,457 | 9,233,747 | | Claudia Jaramillo | — | — | 9,346 | 1,285,060 |

  150. Option Exercises and Stock Vested in Fiscal 2024

    | (1) Value is based on the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History on the vesting date. |

  151. Option Exercises and Stock Vested in Fiscal 2024

    | (2) For Mr. Demetriou, includes RSUs and PSUs that vested and settled in accordance with their terms in November 2023, as well as certain RSUs and PSUs that were otherwise scheduled to vest in November 2024, but were accelerated and settled on September 18, 2024 pursuant to the terms of the Employee Matters Agreement, with the number of accelerated PSUs that vested determined based on actual performance through July 31, 2024, as determined by the Compensation Committee. Additionally, the unvested portion of Mr. Demetriou’s December 2022 RSU award associated with the fiscal year 2022 LPP, which was scheduled to vest 50% in December 2024 and 50% in December 2025, was also accelerated and settled on September 18, 2024 pursuant to the terms of the Employee Matters Agreement. |

  152. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation As described above, employees, including NEOs, meeting certain compensation minimums may elect to participate in the Company’s executive deferral plans (“EDPs”) whereby a portion of compensation (including salary, bonus and/or equity compensation) is deferred and paid to the employee at some future date. The EDPs are non-qualified deferred compensation programs that provide benefits payable to directors, officers, and certain key employees or their designated beneficiaries at specified future dates, and upon retirement or death. Participant contributions are credited with earnings and losses based upon the actual performance of the deemed investments selected by participants.

  153. Non-Qualified Deferred Compensation

    | 2025 Proxy Statement | | 65 |

  154. Non-Qualified Deferred Compensation

    For the EDPs in which the NEOs participate (the “Variable Plans”), accounts are credited (or debited) based on the actual earnings (or losses) of the deemed investments selected by the individual participants. Participation in the EDPs is voluntary. All EDPs operate under a single trust. Although there are certain change-in-control features within the EDPs, no benefit enhancements occur upon a change in control. The investment options are notional and used for measurement purposes only. The NEOs do not own any units in the actual funds. In general, the investment options consist of several mutual and index funds comprising stocks, bonds, and money market accounts. The following table shows the EDP account activity during fiscal 2024 for the NEOs. Prior to fiscal 2018, executive officers were only permitted to defer salary and cash bonus amounts. Beginning in fiscal 2018, executive officers could also defer equity awards.

  155. Non-Qualified Deferred Compensation for 2024

    Non-Qualified Deferred Compensation for 2024

  156. Non-Qualified Deferred Compensation for 2024

    | Name | Deferred Compensation Plan | Executive Contribution During Last Fiscal Year (1) ($) | Aggregate Earnings During Last Fiscal Year (2) ($) | Aggregate Withdrawals/ Distributions During Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End (3) ($) | | Robert V. Pragada | Variable Plans | 0 | 0 | 0 | 0 | | Venk Nathamuni | Variable Plans | 0 | 0 | 0 | 0 | | Steven J. Demetriou (4) | Variable Plans | 0 | 101,411 | 0 | 535,048 | | Joanne E. Caruso | Variable Plans | 0 | 0 | 0 | 0 | | Patrick X. Hill (5) | N/A | — | — | — | — | | Kevin C. Berryman | Variable Plans | 86,000 | 2,014,592 | 0 | 15,203,042 | | Claudia Jaramillo | Variable Plans | — | — | — | — |

  157. Non-Qualified Deferred Compensation for 2024

    | (1) All executive contributions are included in the Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |

  158. Non-Qualified Deferred Compensation for 2024

    | (2) Earnings are included in the Summary Compensation Table to the extent they exceed 120% of the IRS prescribed applicable federal rate. |

  159. Non-Qualified Deferred Compensation for 2024

    | (3) Balances at the end of the fiscal year consist of (1) salary, bonus and equity compensation deferrals, and associated accumulated dividends, made by the executive over time, beginning when the executive first joined the plan, plus (2) all earnings and losses credited on all deferrals, less (3) all pre-retirement distributions, if any, taken by the executive since the executive first joined the plan. |

  160. Non-Qualified Deferred Compensation for 2024

    | (4) In September 2024, Mr. Demetriou’s balance in the Jacobs Executive Deferral Plan (the “Jacobs EDP”) was transferred to the Jacobs Technology Executive Deferral Plan (the “Jacobs Technology EDP”), a mirror plan established pursuant to the terms of the Employee Matters Agreement in connection with the CMS Separation Transaction. The Jacobs Technology EDP, which was assumed by Amentum in connection with the CMS Separation Transaction, generally has the same terms, conditions, and provisions as the Jacobs EDP. |

  161. Non-Qualified Deferred Compensation for 2024

    | (5) Because Mr. Hill is not a U.S. citizen, he is not eligible to participate in the Jacobs EDP. |

  162. Non-Qualified Deferred Compensation for 2024

    | 66 | | 2025 Proxy Statement |

  163. Pay Ratio

    Pay Ratio The following table sets forth the ratio of our CEO’s total compensation to that of our median employee for fiscal 2024.

  164. Pay Ratio

    | CEO total annual compensation | $12,119,945 | | Median Employee total annual compensation | $97,999 | | Ratio of CEO to Median Employee total annual compensation | 124 to 1 |

  165. Pay Ratio

    SEC rules for identifying the median employee and calculating the pay ratio 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 above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices. The pay ratio above is a reasonable estimate calculated in a manner consistent with SEC rules, as well as the methodology described below.

  166. Pay Ratio

    | 2025 Proxy Statement | | 69 |

  167. Pay Ratio

    To calculate the fiscal 2024 CEO pay ratio, we used the same median employee that we used for purposes of calculating the CEO pay ratio for each of fiscal 2023 and fiscal 2022, as during fiscal 2024 there was no change in our employee population or compensation programs that we reasonably believe would result in a significant change to our CEO pay ratio. The measurement date for purposes of identifying the median employee was June 30, 2022. We calculated such median employee’s total annual compensation in the same manner as we calculated our CEO’s total annual compensation in the Summary Compensation Table. For the CEO’s compensation amount, we used the total compensation reported in the Summary Compensation Table for Mr. Pragada.

  168. Pay Ratio

    | 70 | | 2025 Proxy Statement |

  169. Pay-versus-Performance

    | Year | Summary Compensation Table Total for Former CEO (Demetriou) (1) | Compensation Actually Paid to Former CEO (Demetriou) (1) (3) | Summary Compensation Table Total for CEO (Pragada) (2) | Compensation Actually Paid to CEO (Pragada) (2) (3) | Average Summary Compensation Table Total for Other NEOs (4) | Average Compensation Actually Paid to Other NEOs (3) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (6) ($MM) | Adj. EPS (7) | | | | | | | | | Jacobs TSR (5) | Peer Group TSR (5) | | | | 2024 | N/A | N/A | $12,119,945 | $15,617,273 | $3,809,218 | $3,870,719 | $173 | $157 | $773 | $8.00 | | 2023 | $6,433,775 | $16,401,745 | $10,898,649 | $15,676,003 | $4,128,458 | $7,040,687 | $150 | $122 | $667 | $7.20 | | 2022 | $14,615,521 | $16,124,394 | N/A | N/A | $4,242,112 | $3,513,697 | $119 | $106 | $644 | $6.93 | | 2021 | $16,275,230 | $39,002,853 | N/A | N/A | $6,557,631 | $10,527,045 | $144 | $133 | $477 | $6.29 |

  170. Adjustments to Calculate Compensation Actually Paid

    Adjustments to Calculate Compensation Actually Paid

  171. Adjustments to Calculate Compensation Actually Paid

    | | | | Equity Awards (1) | | | | | | | | | | | Year | Executive | SCT Total | Deduct SCT Stock & Option Awards | | Add Year-End Value of Unvested Equity Granted in Year | Add Year- End Value of Vested Equity Granted in Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Change in Value of Vested Equity Granted in Prior Years | | Deduct Value of Awards Forfeited in Year | | Total CAP | | 2024 | CEO (Pragada) | $12,119,945 | ($ | 8,625,109) | $9,791,702 | N/A | $1,660,158 | | 670,577 | | N/A | $15,617,273 | | | Average NEO | $3,809,218 | ($ | 1,933,379) | $1,444,070 | $486,904 | $433,510 | ($ | 79,450) | ($ | 290,154) | $3,870,719 |

  172. Adjustments to Calculate Compensation Actually Paid

    | (1) The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements. |

  173. Relationship Between CAP and Certain Performance Measures

    | - | Jacobs’ TSR has outperformed the Pay versus Performance comparator group, the S&P 1500 IT Consulting & Other Services Index, over the 4-year period. However, our stock price declined in 2024, consistent with a decline in our comparator group, driving CAP down this year. |