DEF 14A of Jacobs Solutions Inc., Dec 18, 2025

DEF 14A of Jacobs Solutions Inc.

Filed Dec 18, 2025 · FY20250001193125-25-325103

Open on EDGAR

  1. Director Biographies

    Director Biographies

  2. Director Biographies

    | AGE 57 DIRECTOR SINCE: 2023 CHAIR SINCE: 2024 | Robert V. Pragada Chair and Chief Executive Officer 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 and transitioned into the Chair position in 2024. Since joining Jacobs in 2006, he has held various leadership roles, including President and Chief Operating Officer from 2019 to 2023, and President of our former 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 led the spin-off of Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses, which was subsequently merged with Amentum, creating a new publicly traded entity in the government services sector. His broad 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 ◾ Chair (2024 to present) and 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 | Other Public Company 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) ◾ HIG Capital Board Advisor |

  3. Director Biographies

    | 8 | | 2026 Proxy Statement |

  4. Director Biographies

    | INDEPENDENT LEAD INDEPENDENT DIRECTOR AGE 54 DIRECTOR SINCE: 2023 | Louis Pinkham Chief Executive Officer, Member of Board of Directors at Regal Rexnord Corporation* 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 | Other 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

    *On October 29, 2025, it was announced that Mr. Pinkham will depart from his role of CEO of Regal Rexnord by March 31, 2026.

  6. Director Biographies

    | 2026 Proxy Statement | | 9 |

  7. Director Biographies

    | INDEPENDENT AGE 50 DIRECTOR SINCE: 2021 BOARD COMMITTEES: ◾ AUDIT ◾ NOMINATING & CORPORATE GOVERNANCE | Priya Abani CEO & President, Member of Board of Directors at AliveCor 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 6.4 million people in nearly 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 was the recipient of The Outstanding 50 Asian Americans in Business Award by the Asian American Business Development Center in 2025 and recognized as one of 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 | Other Public Company Boards ◾ None Private Boards & Community Involvement ◾ Director of AliveCor, Inc. ◾ Board of Trustees at TIAA ◾ Senior Advisor for President’s Council on Jobs and Competitiveness (2011) |

  8. Director Biographies

    | 10 | | 2026 Proxy Statement |

  9. Director Biographies

    | INDEPENDENT AGE 62 DIRECTOR SINCE: 2025 | Diane M. Bryant Former Chairman and Chief Executive Officer of NovaSignal Corp. Ms. Bryant recently served as Chairman and Chief Executive Officer of NovaSignal Corp., a medical technology and data company specializing in the assessment and management of brain health, from June 2020 until its acquisition in July 2023. She previously served as Chief Operating Officer of Google Cloud (cloud computing services) and, prior to Google Cloud, spent 32 years at Intel Corporation, where she held numerous leadership positions of increasing responsibility, including Group President of the Data Center Group. Ms. Bryant was named one of Fortune’s 50 Most Powerful Women in Business in 2015 and 2016. She brings more than three decades of executive leadership in technology-driven solutions and business strategy development and execution to the Board. | | | | Business Experience ◾ NovaSignal Corporation, Chair and CEO (2020-2023) ◾ Alphabet, Chief Operating Officer (2017-2018) ◾ Intel Corporation Data Center Group (President (2017); EVP and GM (2016-2017); SVP and GM (2013-2016); VP and GM (2012-2013)); President and Chief Information Officer (2008-2012); VP and GM, Server Platforms Group (2005-2008); VP and Director, Corporate Platform Office (2004-2005); Director, Microprocessor Engineering (1998-2004; Various roles in Microprocessor Design and Engineering Management, 1985-1998) Education ◾ BS in Electrical Engineering from University of California, Davis | Other Public Company Boards ◾ Haemonetics Corporation (2023–present) ◾ Broadcom Inc. (2019 to present) Private Boards & Community Involvement ◾ Director of Celestial AI (2024 to present) ◾ Director of United Technologies Corporation (2017-2020) ◾ Chair of the Chancellor’s Board of Advisors at the University of California, Davis |

  10. Director Biographies

    | 2026 Proxy Statement | | 11 |

  11. Director Biographies

    | INDEPENDENT AGE 60 DIRECTOR SINCE: 2024 BOARD COMMITTEES* ◾ AUDIT ◾ HUMAN RESOURCE & COMPENSATION | Michael Collins Partner of Bain & Company 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 | Other Public Company Boards ◾ Cosi, Inc. (2013–2017) Private Boards & Community Involvement ◾ The Bridgespan Group (2025 to present) ◾ Bain & Company (2013–2024) ◾ A Better Chicago (2011–2020) ◾ Civic Consulting Alliance (2006–2025) |

  12. Director Biographies

    * It is anticipated that effective as of the date of the Annual Meeting, Mr. Collins will succeed Mr. Robertson as Chair of the Human Resource and Compensation Committee and will become a member of the Sustainability and Risk Committee.

  13. Director Biographies

    | 12 | | 2026 Proxy Statement |

  14. Director Biographies

    | INDEPENDENT AGE 63 DIRECTOR SINCE: 2020 BOARD COMMITTEES ◾ AUDIT (CHAIR) ◾ SUSTAINABILITY & RISK | Manny Fernandez Former Managing Partner with KPMG LLP Mr. Fernandez brings more than 35 years of experience advising and serving large multi-national public companies in areas of business strategy, financial operations, enterprise risk management, M&A, as well as talent management and acquisition. Mr. Fernandez was KPMG LLP’s managing partner of the Dallas office and the Southwest region leader across audit, tax and consulting. His broad industry experience brings in-depth knowledge across a variety of sectors, including industrial manufacturing, consumer products, insurance, retail, media and professional services. Mr. Fernandez also brings a strong international business background, having lived and worked outside the U.S. during his career in Mexico City. | | | | 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 | Other Public Company Boards ◾ HF Sinclair Corp. (NYSE: DINO; 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 |

  15. Director Biographies

    | 2026 Proxy Statement | | 13 |

  16. Director Biographies

    | INDEPENDENT AGE 59 Director Since: 2024 Board Committees ◾ AUDIT ◾ NOMINATING & CORPORATE GOVERNANCE | Vice Admiral Mary Jackson (U.S. Navy, Retired) Former Commander, Navy Installations Command 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 | Other 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) ◾ Director of Fincantieri Marine Systems North America (2022–present) ◾ Member of U.S. Naval Academy Foundation Board (2022–present) ◾ Director of Armada Topco Inc. (2021–present) |

  17. Director Biographies

    | 14 | | 2026 Proxy Statement |

  18. Director Biographies

    | INDEPENDENT AGE 58 DIRECTOR SINCE: 2019 BOARD COMMITTEES ◾ HUMAN RESOURCE & COMPENSATION ◾ NOMINATING & CORPORATE GOVERNANCE | Georgette D. Kiser Former Chief Information Officer and Managing Director at The Carlyle Group Ms. Kiser is an operating executive / 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 | Other 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) |

  19. Director Biographies

    | 2026 Proxy Statement | | 15 |

  20. Director Biographies

    | INDEPENDENT AGE 71 DIRECTOR SINCE: 2017 BOARD COMMITTEES ◾ NOMINATING & CORPORATE GOVERNANCE (CHAIR) ◾ SUSTAINABILITY & RISK | Robert A. McNamara Retired Group Chief Risk Officer of Lendlease Corporation (ASX) 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 | Other 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 |

  21. Director Biographies

    | 16 | | 2026 Proxy Statement |

  22. Director Biographies

    | INDEPENDENT AGE 56 DIRECTOR SINCE: 2023 BOARD COMMITTEES ◾ SUSTAINABILITY & RISK (CHAIR) ◾ HUMAN RESOURCE & COMPENSATION | Julie A. Sloat Former President, Chief Executive Officer and Chairman of the Board at American Electric Power Company, Inc. 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 leadership experience, in addition to her focus on fostering workplace culture, greatly contribute to the Company’s focus on its strategy and its sustainability 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 | Other Public Company Boards ◾ TETRA Technologies Inc. (2025-present) ◾ 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 ◾ Director, Foundation Board for The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute; Former Chair ◾ Previously served on multiple non-profit boards |

  23. Director Biographies

    | 2026 Proxy Statement | | 17 |

  24. Corporate Governance

    Corporate Governance

  25. 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 2025.

  26. Our Board of Directors

    Our Board of Directors Below is some additional information about the Directors who are nominated for election at the 2026 Annual Meeting.

  27. Our Board of Directors

    | Independence | Gender | Race/Ethnicity | | | | |

  28. Our Board of Directors

    | Other Backgrounds | | | | | | 6 Directors are current or former CEOs | 7 Directors that have experience living and/or working abroad | 2 Directors that are U.S. Veterans | 2 of our directors are LGBTQ+ | 59 Average age |

  29. Our Board of Directors

    | Range of Tenure | | | | <3 YEARS 6 | 3-5 YEARS 2 | >5 YEARS 2 |

  30. Our Board of Directors

    Average board tenure

  31. Compensation of Directors

    Compensation of Directors

  32. Determination of Non-Employee Director Compensation

    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.

  33. Components of Non-Employee Director Compensation

    Components of Non-Employee Director Compensation

  34. Components of Non-Employee Director Compensation

    | Compensation Component | Calendar Year 2024 | Calendar Year 2025 | 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 Sustainability & 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). |

  35. Additional Director Compensation for Periods of Unusually High Board or Committee Activity

    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 (unless the Board determines a different compensation arrangement is appropriate in light of the responsibilities with which the special committee is charged). Special fees in the aggregate amount of $168,000 were earned by non-executive directors for additional meetings of the Board in fiscal 2025 pursuant to the policy described above.

  36. Non-Employee Director Compensation During Fiscal 2025

    Non-Employee Director Compensation During Fiscal 2025 The table below sets forth the compensation earned by each of the Company’s non-employee directors during fiscal 2025. Mr. Pragada did not receive compensation for his service as a director during fiscal 2025. The compensation paid to Mr. Pragada as an employee of the Company during fiscal 2025 is set forth in the “Summary Compensation Table” below.

  37. Non-Employee Director Compensation During Fiscal 2025

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | All Other Compensation (4) ($) | Total ($) | | Priya Abani | 131,000 | 190,015 | — | 1,698 | 322,713 | | Diane M. Bryant (5) | — | — | — | — | — | | Michael Collins | 125,000 | 242,168 | — | 1,019 | 368,187 | | Manny Fernandez | 156,000 | 190,015 | — | — | 346,015 | | Mary M. Jackson | 125,000 | 240,071 | — | 1,019 | 366,090 | | Georgette D. Kiser | 127,000 | 190,015 | — | 2,298 | 319,313 | | Robert A. McNamara | 152,000 | 190,015 | — | 1,698 | 343,713 | | Louis V. Pinkham | 300,000 | 190,015 | — | — | 490,015 | | Peter J. Robertson | 152,000 | 190,015 | — | 1,698 | 343,713 | | Julie A. Sloat | 225,000 | 190,015 | — | — | 415,015 |

  38. Non-Employee Director Compensation During Fiscal 2025

    | 36 | | 2026 Proxy Statement |

  39. Non-Employee Director Compensation During Fiscal 2025

    | (1) Represents director fees earned during fiscal 2025. Special meeting fees were earned by each non-employee director for additional meetings of the Board in fiscal 2025 in the amount of: P. Abani—$6,000; D. Bryant—$0; M. Collins—$0; M. Fernandez —$6,000; M. Jackson—$0; G. Kiser—$2,000; R. McNamara—$2,000; L. Pinkham—$75,000; P. Robertson—$2,000; and J. Sloat—$75,000. |

  40. Non-Employee Director Compensation During Fiscal 2025

    | (2) Represents the grant date fair value of the RSU grants under the 1999 Outside Director Plan during fiscal 2025 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The grant date value for Mr. Collins and Vice Admiral Jackson includes a prorated amount for service from their appointment dates through December 31, 2024. The aggregate number of shares of RSUs outstanding at September 26, 2025, for each non-employee director was as follows: P. Abani—1,359; D. Bryant—0; M. Collins—1,732; M. Fernandez —9,200; M. Jackson—1,717; G. Kiser—4,221; R. McNamara—1,359; L. Pinkham—3,152; P. Robertson—12,934; and J. Sloat—3,152. |

  41. Non-Employee Director Compensation During Fiscal 2025

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

  42. Non-Employee Director Compensation During Fiscal 2025

    | (4) Represents dividend equivalent payments on RSUs that vested during the fiscal year, except for Mr. Collins and Vice Admiral Jackson. For Mr. Collins and Vice Admiral Jackson, amounts represent the pro rata portion of the September 2024 retainer that was attributable to fiscal 2025. The amounts do not include accumulated dividend equivalent rights on outstanding RSUs, including vested and deferred awards, that have not yet been distributed to each non-employee director as follows: P. Abani—$3,030; D. Bryant—$0; M. Collins—$3,861; M. Fernandez—$39,326; M. Jackson—$3,828; G. Kiser—$18,192; R. McNamara—$3,030; L. Pinkham—$8,869; P. Robertson—$94,088; and J. Sloat—$8,869. |

  43. Non-Employee Director Compensation During Fiscal 2025

    | (5) Ms. Bryant was appointed to the Board effective November 17, 2025. Accordingly, Ms. Bryant did not receive any compensation related to her service on the Board in fiscal 2025. |

  44. Our Executive Compensation Philosophy

    | ◾ | Rewards executives for superior annual Company performance through our Leadership Performance Plan (“LPP”), a short-term incentive program that places a substantial component of pay at risk, with specific target percentages 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. Overview of CD&A

    | | We delivered strong fiscal 2025 results. We grew revenue organically mid-single digits year over year and meaningfully expanded our operating margin profile. Our synergistic expansion and record backlog has positioned us for continued profitable growth. | | | | | $12.0B REVENUE ↑ 4.6% y/y | $1.21B ADJ. EBITDA (1) ↑ 13.9% y/y | $6.12 ADJUSTED EPS (1) ↑ 15.9% y/y | | | Our executive compensation program is designed to support long-term value creation. Our program is designed to reward executives for positive Company financial results and other strategic initiatives and to align with shareholder interests by having a significant portion of compensation composed of equity-based long-term incentive awards. Pay levels for our executives reflect each executive’s role, responsibility, experience and individual performance and are set commensurate with market performance to attract and retain high quality talent and a strong leadership team. | | | | | We pay our NEOs in accordance with our pay for performance culture. Base salaries reflect each NEO’s role, responsibility, experience, individual performance and market conditions. Our short-term incentive plan reinforces our commitment to profitable growth and effective cash management using target percentages assigned to each NEO based on his or her respective role. Long-term equity incentives comprised the majority of the compensation for our NEOs in fiscal 2025, supporting our business objectives and performance-based culture. Long-term equity incentives were granted in fiscal 2025 at target levels, using a mix of performance stock units (PSUs) (60%) and restricted stock units (RSUs) (40%). | | | | | Our long-term incentive program includes long-term targets for all metrics. Our program is aligned with shareholder interests, emphasizing achievement of financial and strategic objectives over the long term. Starting with grants made in fiscal 2023, our long-term incentive program reflects three-year targets for PSUs granted under the plan. PSUs granted to select top executives, including all of our NEOs in fiscal 2025 also included an additional one-time target based on stock performance to be measured at the end of fiscal 2027 (the “Stock Price Multiplier”) that was designed to incentivize substantial value creation and stock appreciation following the completion of the CMS Separation Transaction (as hereinafter defined). | | | | | Our executive compensation program has an appropriate balance of governance and risk. Our program follows practices that promote good governance and serve the interests of our shareholders, with maximum payout caps for annual cash incentives and long-term performance awards and policies on clawbacks, anti-pledging, anti-hedging, insider trading and stock ownership. The Compensation Committee considers the advice of an independent compensation consultant, along with internal pay equity and the alignment of total pay opportunity with performance and market benchmarks. Per the assessment of our independent compensation consultant, our program does not encourage undue risk taking. | | | | | You should vote in favor of our Say-on Pay proposal because our executive compensation program helps drive our performance and long-term growth strategy. We believe that our executive compensation program plays a critical role in the progress towards our long-term strategic growth initiatives and helps drive our performance. Our program is designed to motivate our executives to deliver value to our customers and shareholders. | | |

  47. Fiscal 2025 Incentive Compensation Plan Changes

    | Short-Term Incentive Plan: | | | Change: | Rationale: | | Assigned all participants to the same key Company-wide initiatives. | Provides a common focus and encourages collaboration and accountability for Company-wide results. | | Updated performance metrics in the LPP to add Adjusted Net Revenue and removed DSO (days sales outstanding) and RPO (remaining performance obligations) metrics and specific target percentages. Moved cost efficiency goal (Adjusted EBITDA Margin %) from the Corporate Scorecard to a stand-alone performance metric. | Recognizes net revenue growth as a key focus of the Company’s forward-looking strategy and investor expectations and that DSO goals have been largely achieved. Adjusted EBITDA margin remains a critical measure for investors in the repositioning of the Company’s operating structure. | | Rebalanced weightings of (i) Adjusted Operating Profit from 60% to 50% and (ii) Adjusted EBITDA Margin % from 5% to 20%. Adjusted Net Revenue included at 20% weighting. | Recognizes investor focus on margins and net revenue growth and the continued importance of operating profit as a principal indicator of the Company’s success. | | Modified the “Corporate Scorecard” metric by adding a “Culture through Collaboration” metric, which is measured by billable hours at our global delivery centers. | Focuses on increasing global integrated delivery and emphasizes the importance of the Company’s culture of cross-functional collaboration. | | Long-term Incentive Plan | | | Change: | Rationale: | | Added a one-time Stock Price Multiplier to PSUs granted to select top executives, including all of our NEOs, based on a three-year stock performance target. | Incentivizes substantial value creation and stock appreciation following the CMS Separation Transaction. | | Granted PSUs to employees at levels below executive management. | Focuses a broader group of employees on the Company’s long-term performance objectives |

  48. Our Executive Compensation Program and Practices

    | Component | | Purpose | Performance Metric and Description | | | | Base Salary | Provides the security of a competitive fixed cash payment | Reviewed annually by the Compensation Committee and adjusted based on competitive market practices, experience and individual performance | | | | LPP (Annual Bonus Plan) | Encourages superior performance and accountability by tying payouts to achievement of pre-established annual metrics and specific target percentages assigned to participants based on their role in the Company | Fiscal 2025 Metrics include:* ◾ Adjusted Operating Profit ◾ Adjusted Net Revenue ◾ Adjusted EBITDA Margin % ◾ Corporate Scorecard: – “Culture through Collaboration” Target (increasing global integrated delivery) – measured by billable hours at global delivery centers – Emissions Target – measured in metric tonnes of carbon dioxide equivalents (CO2e) Awards typically pay in cash on an annual basis. | | | | Performance-Based Restricted Stock Units (60% of the long-term equity award value) | Aligns interests of executives with long-term shareholder interests. Retains executives and motivates them to build shareholder value over the life of the grants | Awards vest and distribute after three years if performance targets are met. Metrics used for all outstanding PSUs: ◾ 3-year average Adjusted EPS (earnings per share) ◾ 3-year average ROIC (return on invested capital) Fiscal 2025 PSU awards to select top executives, including all of our NEOs, also include a one-time Stock Price Multiplier to incentivize substantial value creation and stock appreciation following the completion of the CMS Separation Transaction in fiscal 2024 | | | | Time-Based Restricted Stock Units (40% of the long-term equity award value) | Retains executives and motivates them to build shareholder value over the life of the grants | Awards vest ratably over four years. Ties management compensation directly to shareholder outcomes. | |

  49. 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 2025, 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, environmental and facilities services, technology, and construction 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 2025, the Company’s peers are generally within one-quarter to six times the size of the Company in terms of revenue and market capitalization. Similar to prior years, to assess compensation competitiveness, 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.

  50. Assessing Compensation Competitiveness

    * Percentile rank calculation includes Jacobs. Source: Bloomberg Mkt Cap Date: 9/26/2025 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 completion of the spin-off of our Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) government services businesses, 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”). Accordingly, for fiscal 2025, the Company added Kyndryl Holdings, Inc., CGI Inc., EPAM Systems, Inc., Tetra Tech, Inc., Stantec Inc. and FTI Consulting, Inc. to its peer group and removed General Dynamics Corporation, Northrop Grumman Corporation, L3Harris Technologies, Inc., Textron Inc., Booz Allen Hamilton Holding Corporation and CACI International Inc. The fiscal 2025 peer group continues to be relevant for our go-forward business profile, and therefore no changes were made for fiscal 2026.

  51. 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 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 pay for performance 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.

  52. Short-Term Incentives

    Short-Term Incentives The LPP continues to reinforce our commitment to profitable growth and effective cash management using specific target percentages assigned to each participant based on his or her respective role in the organization. As described below, the LPP provides incentive payouts to eligible employees based on the level of achievement of certain Company-wide target goals and the results of the Corporate Scorecard. For fiscal 2025, 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 Scorecard. Fiscal 2025 LPP targets were unchanged from fiscal 2024 for all NEOs. We believe the plan metrics and targets tie the executive’s compensation to Company performance and reflect market practice.

  53. Short-Term Incentives

    | | Annual Incentive Target as a % of Base Salary | | | Named Executive Officer | Fiscal 2024 (%) | Fiscal 2025 (%) | | Robert V. Pragada | 150 | 150 | | Venk Nathamuni | 100 | 100 | | Joanne E. Caruso | 110 | 110 | | Patrick Hill | 100 | 100 | | Shannon Miller | 100 | 100 |

  54. Short-Term Incentives

    | 48 | | 2026 Proxy Statement |

  55. Fiscal 2025– Corporate Performance Achievement Factor Results

    Fiscal 2025– Corporate Performance Achievement Factor Results Each year, the Company establishes target percentages for each participant based on his or her role in the Company. All NEO bonus opportunities for fiscal 2025 were tied entirely to Company-wide metrics and the results of the Company’s Corporate Scorecard. The fiscal 2025 performance achievement factor results are reflected in the tables below.

  56. Fiscal 2025– Corporate Performance Achievement Factor Results

    | Performance Metrics | 2025 Actual Results | Performance Levels | | | 2025 Actual Performance Level Achievement (1) (% of Payout) | Relative Weighting (%) | 2025 Actual Performance Achievement (% of Target) | | | | Minimum (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | | Adj. Operating Profit | $1,202.9M | $1,051.0M | $1,168.0M | $1,285.0M | 129.8% | 50% | 64.9% | | Adj. Net Revenue | $8,728.0M | $8,661.0M | $8,837.0M | $9,014.0M | 53.6% | 20% | 10.7% | | Adj. EBITDA Margin % | 13.9% | 13.3% | 13.8% | 14.3% | 115.4% | 20% | 23.1% | | Culture Through Collaboration Target (2) | 5.583M | 5.616M | 6.287M | 6.958M | 0.0% | 5% | 0.0% | | Emissions Target – CO2e (2) | 52,841 | 50,000 | 47,500 | 42,750 | 0.0% | 5% | 0.0% | | Total | | | | | | 100% | 98.7% |

  57. Fiscal 2025– Corporate Performance Achievement Factor Results

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

  58. Fiscal 2025 LPP Payout

    Fiscal 2025 LPP Payout For fiscal 2025, the Compensation Committee established the minimum, target and maximum performance levels under the LPP for each NEO in November 2024, based on the following metrics:

  59. Fiscal 2025 LPP Payout

    | ◾ | Adjusted Operating Profit; |

  60. Fiscal 2025 LPP Payout

    | ◾ | Adjusted Net Revenue; |

  61. Fiscal 2025 LPP Payout

    | ◾ | Adjusted EBITDA Margin %; and |

  62. Fiscal 2025 LPP Payout

    | ◾ | Corporate Scorecard: |

  63. Fiscal 2025 LPP Payout

    | – | Culture through Collaboration Target (increasing global integrated delivery) – measured by billable hours at global delivery centers |

  64. Fiscal 2025 LPP Payout

    | – | Emissions Target (CO2e) – measured in metric tonnes of CO2e |

  65. Fiscal 2025 LPP Payout

    In reviewing the performance levels under the LPP, the Compensation Committee considered and approved an adjustment to remove the fiscal 2025 impact of an accrual relating to an ongoing legal matter due to the fact that the matter relates to operations in previous fiscal periods and was not included when the LPP targets were established at the beginning of fiscal 2025. This adjustment resulted in the total performance achievement increasing from 82.8% to 98.7%. The Compensation Committee determined that the incremental payout under the LPP as a result of this adjustment would be paid in the form of RSUs with a one-year vesting period, rather than in cash. Such amounts are reflected as “2025 Value of Special RSU Award” in the table below. Approximately 10% of LPP participants who had previously elected to defer amounts under the LPP pursuant to the Company’s Executive Deferral Plan (“EDP”) (which did not include any of the NEOs) were not awarded time-based RSUs, due to certain challenges presented by the nature of the EDP, including concerns with compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

  66. Fiscal 2025 LPP Payout

    | 2026 Proxy Statement | | 49 |

  67. Fiscal 2025 NEO LPP Awards

    | (2) Value reflects approximately 16% of the fiscal 2025 LPP award, granted in the form of time-based RSUs on December 1, 2025, with a one-year cliff vesting schedule. |

  68. Fiscal 2025 NEO LPP Awards

    | ◾ | Adjusted Operating Profit means gross profit less selling, general and administrative expenses (SG&A) of the Company’s 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 and/or strategic investments. |

  69. Fiscal 2025 NEO LPP Awards

    | ◾ | 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 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 and/or strategic investments. |

  70. Equity-Based Compensation

    | Forms of 2025 Long-Term Incentive Grants | 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 ◾ A one-time Stock Price Multiplier, as described below | | RSUs | 40% | 25% annual vesting over 4-year period |

  71. Equity-Based Compensation

    All PSU awards granted to select top executives, including all of our NEOs, in fiscal 2025 also include a one-time Stock Price Multiplier to incentivize substantial value creation and stock appreciation following the completion of the CMS Separation Transaction in fiscal 2024. The Stock Price Multiplier applies an additive award of up to 100% of target for the Company’s stock price reaching a 20-day average as of September 30, 2027 of between $200 and $300. The payout will be based on a linear interpolation for performance between the stock prices. A summary of the equity awards granted in fiscal 2025 to our NEOs is provided below:

  72. Equity-Based Compensation

    | 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 | 11/13/24 | Annual Grant | 38,192 | 7,170,166 | 25,460 | 3,799,905 | 10,970,071 | | Venk Nathamuni | 11/13/24 | Annual Grant | 8,040 | 1,509,430 | 5,361 | 800,129 | 2,309,559 | | Joanne E. Caruso | 11/13/24 | Annual Grant | 7,236 | 1,358,487 | 4,825 | 720,131 | 2,078,618 | | Patrick X. Hill | 11/13/24 | Annual Grant | 7,236 | 1,358,487 | 4,825 | 720,131 | 2,078,618 | | Shannon Miller | 11/13/24 | Annual Grant | 4,422 | 830,186 | 2,949 | 440,138 | 1,270,324 |

  73. Equity-Based Compensation

    | (1) Represents the target payout shares as described under “Executive Compensation—2025 Grants of Plan Based Awards” below. Fiscal 2025 PSUs can payout from 0-300% of target. |

  74. Equity-Based Compensation

    | (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 December 1, 2025 awards was $132.84. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2025 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 “Dividend Equivalent Rights” below for more information regarding dividend equivalents. Amounts reported in this column represent the value of the annual grant and new hire grant, as applicable. |

  75. Fiscal 2025 Equity Awards

    Fiscal 2025 Equity Awards

  76. PSU Awards

    PSU Awards Fiscal 2025 PSU awards will vest, following a 3-year performance period (starting on the first day of fiscal 2025 and ending on the last day of fiscal 2027), based on achievement of the following performance metrics:

  77. PSU Awards

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

  78. PSU Awards

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

  79. PSU Awards

    | ◾ | A one-time Stock Price Multiplier, as described above |

  80. PSU Awards

    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. For awards made in fiscal 2023, 2024 and 2025, 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 the 3-year performance period. Also, in the case of the awards made in fiscal 2025, the results of the Stock Price Multiplier will determine if any additional shares will be issued. For grants made in fiscal 2022 and in prior 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:

  81. 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. |

  82. PSU Awards

    | ◾ | “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) natural disasters, epidemics, pandemics or other acts of God; (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. |

  83. PSU Awards

    | 52 | | 2026 Proxy Statement |

  84. PSU Awards

    | ◾ | 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. |

  85. PSU Awards

    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, 2024 and 2025, 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. Also, in the case of the awards made in fiscal 2025, the results of the Stock Price Multiplier will determine if any additional shares will be issued. For grants made in fiscal 2022 and in prior 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:

  86. 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. |

  87. PSU Awards

    | ◾ | 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. |

  88. RSU Awards

    RSU Awards Vesting of RSU Awards. The annual RSU grants awarded to our NEOs on November 13, 2024 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, or as otherwise provided in the Executive Severance Plan described below. 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. In May 2025, Jacobs’ shareholders also received a special in-kind dividend of a portion of a share of Amentum common stock (or cash in lieu of fractional shares) for each share of Jacobs common stock held as of the close of business on the record date. Accordingly, holders of outstanding RSUs as of the record date received a special dividend equivalent right per RSU that will accrue and be paid in cash if and when the underlying RSUs vest and are distributed.

  89. Treatment of Outstanding Equity Awards in Connection with the CMS Separation Transaction

    Treatment of Outstanding Equity Awards in Connection with the CMS Separation Transaction In connection with the CMS Separation Transaction (which was completed on the last day of our fiscal 2024 year), the Compensation Committee recognized the need for certain of our compensation programs to be appropriately modified to take such transaction into account. As a result, 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.

  90. Long-Term Incentive Plan Metrics and Performance Attainment – PSUs with Performance Periods Ending in Fiscal 2025

    Long-Term Incentive Plan Metrics and Performance Attainment – PSUs with Performance Periods Ending in Fiscal 2025 All of our NEOs, except for Mr. Nathamuni, served as executive officers of the Company in fiscal 2022 and received grants of PSUs at that time. The 2022 PSUs awards were based on a 3-year performance period. The

  91. Long-Term Incentive Plan Metrics and Performance Attainment – PSUs with Performance Periods Ending in Fiscal 2025

    | 2026 Proxy Statement | | 53 |

  92. Long-Term Incentive Plan Metrics and Performance Attainment – PSUs with Performance Periods Ending in Fiscal 2025

    performance metrics associated with these PSUs, as well as weighting and the associated performance period are shown below:

  93. Long-Term Incentive Plan Metrics and Performance Attainment – PSUs with Performance Periods Ending in Fiscal 2025

    | Performance Metric | Weighting | Performance Period | | 3-Year Average EPS | 50% | Beginning on the first day of fiscal 2022 and ending on the last day of fiscal 2024 | | 3-Year Average ROIC | 50% | Beginning on the first day of fiscal 2022 and ending on the last day of fiscal 2024 |

  94. 2022 EPS Based PSU Awards

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

  95. 2022 EPS Based PSU Awards

    | ◾ | The performance period began in Q1 2022 and ended Q4 2024 |

  96. 2022 EPS Based PSU Awards

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

  97. 2022 EPS Based PSU Awards

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

  98. 2022 EPS Based PSU Awards

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

  99. 2022 EPS Based PSU Awards

    | – | 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 |

  100. 2022 EPS Based PSU Awards

    The first two years of the 2022 EPS Based PSU awards performance period 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 average Adjusted EPS during that period. The EPS Performance Multiplier was determined by linear interpolation for results between the approved ranges for each year.

  101. 2022 EPS Based PSU Awards

    | Annual Adj. EPS Fiscal Year 2022 | EPS Performance Multiplier | | Less than $5.92 | 0% | | $5.92 | 25% | | $7.00 | 100% | | $8.07 | 200% |

  102. 2022 EPS Based PSU Awards

    | Annual Adj. EPS Fiscal Year 2022-2023 | EPS Performance Multiplier | | Less than $6.25 | 0% | | $6.25 | 25% | | $7.38 | 100% | | $8.51 | 200% |

  103. 2022 EPS Based PSU Awards

    | 54 | | 2026 Proxy Statement |

  104. 2022 EPS Based PSU Awards

    | Annual Adj. EPS Fiscal Year 2022-2024 | EPS Performance Multiplier | | Less than $6.60 | 0% | | $6.60 | 25% | | $7.79 | 100% | | $8.99 | 200% |

  105. 2022 EPS Based PSU Awards

    | | FY 2022 | FY 2023 | FY 2024 | | Net Earnings to Jacobs | $875,512 | $898,143 | $985,646 | | Shares Outstanding | 129,444 | 127,214 | 125,881 | | Adjusted EPS | $6.76 | $7.06 | $7.83 | | Average Adjusted EPS | $6.76 | $6.91 | $7.22 |

  106. 2022 EPS Based PSU Awards

    The following chart summarizes the Company’s average Adjusted EPS during the performance period and the resulting vesting under the approved performance criteria:

  107. 2022 EPS Based PSU Awards

    | | 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% | 28% | | Year 2 | FY22 – FY23 | $7.06 | $6.91 | $6.25 | $7.38 | $8.51 | 69% | 18% | | Year 3 | FY23 – FY24 | $7.83 | $7.22 | $6.60 | $7.79 | $8.99 | 63.9% | 17.9% | | | | | | | | | Total | 63.9% |

  108. 2022 EPS Based PSU Awards

    As a result of the Adjusted EPS performance over the 3-year performance period, all of the NEOs (other than Mr. Nathamuni) received 63.9% of the shares underlying their target 2022 EPS Based PSUs, as shown in the following table:

  109. 2022 EPS Based PSU Awards

    | Named Executive Officer | Vesting Date | EPS Based PSUs Granted (at Target) (#) | Percentage Target Earned (%) | EPS PSU Shares Earned (#) | | Robert V. Pragada | 11/15/2024 | 12,175 | 63.9 | 7,779 | | Joanne E. Caruso | 11/15/2024 | 3,896 | 63.9 | 2,489 | | Patrick X. Hill | 11/15/2024 | 3,288 | 63.9 | 2,100 | | Shannon Miller | 11/15/2024 | 1,182 | 63.9 | 751 |

  110. 2022 EPS Based PSU Awards

    | 2026 Proxy Statement | | 55 |

  111. 2022 ROIC Based PSU Awards

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

  112. 2022 ROIC Based PSU Awards

    | ◾ | The performance period began in Q1 2022 and ended Q4 2024 |

  113. 2022 ROIC Based PSU Awards

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

  114. 2022 ROIC Based PSU Awards

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

  115. 2022 ROIC Based PSU Awards

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

  116. 2022 ROIC Based PSU Awards

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

  117. 2022 ROIC Based PSU Awards

    The first two years of the 2022 ROIC Based PSU awards performance period 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.

  118. 2022 ROIC Based PSU Awards

    | Annual Adj. ROIC Fiscal Year 2022 | ROIC Performance Multiplier | | Less than 10.0% | 0% | | 10.0% | 25% | | 11.8% | 100% | | 13.6% | 200% |

  119. 2022 ROIC Based PSU Awards

    | Annual Adj. ROIC Fiscal Year 2022-2023 | ROIC Performance Multiplier | | Less than 10.2% | 0% | | 10.2% | 25% | | 12.0% | 100% | | 13.9% | 200% |

  120. 2022 ROIC Based PSU Awards

    | 56 | | 2026 Proxy Statement |

  121. 2022 ROIC Based PSU Awards

    | Annual Adj. ROIC Fiscal Year 2022-2024 | ROIC Performance Multiplier | | Less than 10.4% | 0% | | 10.4% | 25% | | 12.3% | 100% | | 14.2% | 200% |

  122. 2022 ROIC Based PSU Awards

    | | FY 2022 | FY 2023 | FY 2024 | | Stockholders’ Equity | $6,060,057 | $6,546,218 | $6,633,675 | | (+) Short-Term Debt | $50,415 | $61,430 | $875,760 | | (+) Long-Term Debt | $3,357,256 | $2,813,471 | $2,259,942 | | (-) Cash | -$1,140,479 | -$926,582 | -$1,454,176 | | Invested Capital | $8,327,249 | $8,494,537 | $8,315,201 | | Average Invested Capital | $8,073,215 | $8,410,893 | $8,406,869 | | Ending ROIC | 10.5% | 10.6% | 11.9% | | Average ROIC | 10.7% | 10.7% | 11.7% | | Average Return on Invested Capital | | 10.9% | 10.8% |

  123. 2022 ROIC Based PSU Awards

    The following chart summarizes the Company’s ROIC during the performance period and the resulting vesting under the approved performance criteria:

  124. 2022 ROIC Based PSU Awards

    | | 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% | 59.0% | 20.0% | | Year 2 | FY22 – FY23 | 10.7% | 10.8% | 10.2% | 12.0% | 13.9% | 48.0% | 12.0% | | Year 3 | FY22 – FY24 | 11.7% | 11.1% | 10.4% | 12.3% | 14.2% | 52.0% | 20.0% | | | | | | | | | Total | 52.0% |

  125. 2022 ROIC Based PSU Awards

    | 2026 Proxy Statement | | 57 |

  126. 2022 ROIC Based PSU Awards

    As a result of the ROIC performance, our NEOs (other than Mr. Nathamuni) received 52.0% of the shares underlying their target 2022 ROIC Based PSUs, as shown in the following table:

  127. 2022 ROIC Based PSU Awards

    | Named Executive Officer | Vesting Date | ROIC Based PSUs Granted (at Target) (#) | Percentage Target Earned (%) | ROIC PSU Shares Earned (#) | | Robert V. Pragada | 11/15/2024 | 12,175 | 52.0 | 6,330 | | Joanne Caruso | 11/15/2024 | 3,896 | 52.0 | 2,024 | | Patrick Hill | 11/15/2024 | 3,288 | 52.0 | 1,707 | | Shannon Miller | 11/15/2024 | 1,182 | 52.0 | 619 |

  128. Executive Severance Plan

    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.

  129. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control

  130. Executive Severance Plan

    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.

  131. Executive Severance Plan

    | ◾ | Non-Change in Control Severance Benefits—For fiscal 2025, 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 Chair and 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 Chair and 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. |

  132. Executive Severance Plan

    | ◾ | 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 Chair and 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 Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual COBRA premium for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services. In the event such termination occurs, unvested and outstanding equity awards are governed by the Stock Incentive Plan, as described below. |

  133. Employment Agreements

    Employment Agreements As of the end of fiscal 2025, there are no employment agreements in effect with any of our NEOs except for Mr. Hill. Mr. Hill has an employment agreement with the Company because of our standard practice to enter into employment agreements with Australian employees. Mr. Hill entered into an employment agreement, dated August 1, 2021, with Jacobs Group (Australia) Pty Ltd., a subsidiary of the Company. Mr. Hill’s employment agreement provides for a renumeration package including an annual base salary, certain statutorily-required employer superannuation contributions, participation in the Company’s long-term and short-term incentive plans and certain other benefits, including leave entitlements and salary continuance insurance. In exchange, Mr. Hill’s employment agreement provides for compliance with various Company policies, including adherence to and participation in the Company’s BeyondZero initiative pertaining to environment, health and safety standards, and the Company’s standards for ethical behavior, as well as with certain restrictive covenants, including with respect

  134. Employment Agreements

    | 2026 Proxy Statement | | 59 |

  135. Employment Agreements

    to confidentiality, conflicts of interest, outside employment positions, anti-corruption obligations and non-solicitation.

  136. Stock Incentive Plan

    Stock Incentive Plan The Stock Incentive Plan provides that all plan participants, including the NEOs, who retire from the Company will receive a pro-rata portion of their outstanding PSUs, which will remain outstanding and will be eligible to vest as provided in the applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the applicable 3-year performance period. In the case of a participant whose employment is terminated due to death or Disability (as defined in the Stock Incentive Plan), the expiration date provided in the grant agreement will continue to apply for outstanding stock options, outstanding RSUs will vest on an accelerated basis as provided in the applicable grant agreement, and PSUs will remain outstanding and eligible to vest as provided in the applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the applicable 3-year performance period. Additionally, the terms of stock options, RSUs and PSUs provide for potential double trigger equity acceleration upon certain terminations following a Change in Control (as defined in the Stock Incentive Plan) as a means of focusing executive officers on shareholder interests when considering strategic alternatives. This means that if the executive officer’s employment is terminated without Cause or for Good Reason (each as defined in the Stock Incentive Plan) within two years following a Change in Control, then the executive officer’s awards will vest in full. In addition, if a Change in Control occurs and certain options, RSUs and PSUs are not assumed and continued by the acquiring or surviving corporation in the transaction (or a parent corporation thereof), then such awards will vest immediately, with awards that are subject to performance-based vesting criteria paid at a level based upon the Company’s actual performance as of the date of the Change in Control. The estimated payments and benefits provided in each of the covered circumstances may be found under “Executive Compensation—Compensation Under Various Termination Scenarios” below.

  137. Stock Incentive Plan

    | 60 | | 2026 Proxy Statement |

  138. Stock Options

    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.

  139. Compensation Risk Assessment

    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.

  140. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by the Company’s named executive officers (“NEOs”) in fiscal 2025, 2024, and 2023.

  141. 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 | 2025 | 1,350,000 | — | 10,970,071 | 1,676,595 | — | 41,697 | 14,038,363 | | | 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 | | Venk Nathamuni (6) Chief Financial Officer | 2025 | 663,462 | — | 2,309,559 | 558,865 | — | 98,408 | 3,630,293 | | | 2024 | 192,308 | 594,577 | 2,250,040 | 208,634 | — | 72,426 | 3,317,984 | | Joanne E. Caruso Chief Legal and Administrative Officer | 2025 | 736,539 | — | 2,078,618 | 673,950 | — | 36,568 | 3,525,674 | | | 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 | | Patrick X. Hill (7) President, Global Solutions | 2025 | 673,922 | — | 2,078,618 | 562,465 | — | 19,697 | 3,334,702 | | | 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 | | Shannon Miller President, Strategy, Growth & Digital | 2025 | 538,461 | — | 1,270,325 | 455,371 | — | 21,443 | 2,285,600 |

  142. Summary Compensation Table

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

  143. Summary Compensation Table

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

  144. 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 the Notes to Consolidated Financial Statements included in the Company’s 2025 Annual Report on Form 10-K for a discussion of the assumptions used to calculate these amounts. For the fiscal 2025, 2024 and 2023 amounts, this column reflects the combined value of RSUs and PSUs granted in November 2024, November 2023 and November and December 2022, respectively (with PSUs reflecting target performance). At the highest level of performance, the value of such fiscal 2025 PSUs on the grant date would be $17,100,468 for Mr. Pragada, $3,599,910 for Mr. Nathamuni, $3,239,919 for Ms. Caruso, $3,239,919 for Mr. Hill, and $1,979,951 for Ms. Miller. 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, and $2,040,204 for Mr. Hill. 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. |

  145. 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 2025 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 2025 payments were made in the form of 82.8% cash and 17.2% RSUs granted on December 1, 2025, with a one-year cliff vesting schedule. 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 2025. |

  146. Summary Compensation Table

    | (5) For fiscal 2025: Mr. Pragada received $15,525 associated with a 401(k) Company match, $1,308 for basic life insurance premiums paid for by the Company, $19,744 for financial planning assistance, $4,843 for an annual health assessment, two gifts from the Company valued at a total of $205, and $72 in taxes associated with the gifts. Mr. Nathamuni received $868 for basic life insurance premiums paid for by the Company, $50,698 for relocation expenses, $17,611 in taxes associated with the relocation, $19,203 for financial planning assistance, $5,123 for an annual health assessment, two gifts from the Company valued at a total of $205, $86 in taxes associated with the gifts, and $4,615 in dividend payments on unvested RSUs at the time of vesting, to the extent not included in the fair market value of the grant |

  147. Summary Compensation Table

    | 2026 Proxy Statement | | 63 |

  148. Summary Compensation Table

    | previously reported. Ms. Caruso received $15,525 associated with a 401(k) Company match, $964 for basic life insurance premiums paid for by the Company, $19,744 for financial planning assistance, three gifts from the Company valued at a total of $245, and $90 in taxes associated with the gifts. Mr. Hill received Company superannuation contributions of $19,697. Ms. Miller received $20,473 associated with a 401(k) Company match, $703 for basic life insurance premiums paid for by the Company and $267 in dividend payments on unvested RSUs at the time of vesting, to the extent not included in the fair market value of the grant previously reported. |

  149. Summary Compensation Table

    | (6) Mr. Nathamuni joined the Company as CFO on June 3, 2024, and in fiscal 2024 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. |

  150. Summary Compensation Table

    | (7) The amounts for fiscal 2025 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 2025 (1 AUD = 0.657668 USD). |

  151. 2025 Grant of Plan-Based Awards

    2025 Grant of Plan-Based Awards The table below summarizes all grants of plan-based awards to the NEOs in fiscal 2025:

  152. 2025 Grant 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 | 11/13/2024 | | | | | | | 25,460 | 3,799,905 | | | 11/13/2024 | | | | 4,774(4) | 19,096(4) | 57,288(4) | | 3,585,083 | | | 11/13/2024 | | | | 4,774(5) | 19,096(5) | 57,288(5) | | 3,585,083 | | | | 506,250 | 2,025,000 | 4,050,000 | | | | | | | Venk Nathamuni | 11/13/2024 | | | | | | | 5,361 | 800,129 | | | 11/13/2024 | | | | 1,005(4) | 4,020(4) | 12,060(4) | | 754,715 | | | 11/13/2024 | | | | 1,005(5) | 4,020(5) | 12,060(5) | | 754,715 | | | | 168,750 | 675,000 | 1,350,000 | | | | | | | Joanne E. Caruso | 11/13/2024 | | | | | | | 4,825 | 720,131 | | | 11/13/2024 | | | | 905(4) | 3,618(4) | 10,854(4) | | 679,243 | | | 11/13/2024 | | | | 905(5) | 3,618(5) | 10,854(5) | | 679,243 | | | | 203,500 | 814,000 | 1,628,000 | | | | | | | Patrick X. Hill (7) | 11/13/2024 | | | | | | | 4,825 | 720,131 | | | 11/13/2024 | | | | 905(4) | 3,618(4) | 10,854(4) | | 679,243 | | | 11/13/2024 | | | | 905(5) | 3,618(5) | 10,854(5) | | 679,243 | | | | 169,837 | 679,348 | 1,358,696 | | | | | | | Shannon Miller | 11/13/2024 | | | | | | | 2,949 | 440,138 | | | 11/13/2024 | | | | 553(4) | 2,211(4) | 6,633(4) | | 415,093 | | | 11/13/2024 | | | | 553(5) | 2,211(5) | 6,633(5) | | 415,093 | | | | 137,500 | 550,000 | 1,100,000 | | | | | |

  153. 2025 Grant of Plan-Based Awards

    | (1) Amounts represent the 2025 projected award under the LPP based on the Company’s internal plan at the start of fiscal 2025. 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. |

  154. 2025 Grant 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 2025. |

  155. 2025 Grant of Plan-Based Awards

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

  156. 2025 Grant 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 2025 Equity Awards—EPS Based Awards” for a discussion of how the number of shares ultimately issued will be determined. The maximum shares reported reflect three times target due to the Stock Price Multiplier in the EPS Based PSUs. |

  157. 2025 Grant 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 2025 Equity Awards—ROIC Based Awards” for a discussion of how the number of shares ultimately issued will be determined. The maximum shares reported reflect three times target due to the Stock Price Multiplier in the ROIC Based PSUs. |

  158. 2025 Grant 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 awards granted on November 13, 2024 was $149.25 per share for RSUs and $187.74 per share for PSUs. Please refer to Note 2, Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in the Company’s 2025 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. |

  159. 2025 Grant 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 2025 (1 AUD = 0.657668 USD). |

  160. 2025 Grant of Plan-Based Awards

    | 2026 Proxy Statement | | 65 |

  161. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

  162. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | Name/Grant Date | Option Awards | | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested (5) ($) | | | Exercisable (#) | Unexercisable (#) | | | | | | | | Robert V. Pragada | | | | | | | | | | 11/17/2021 | | | | | 4,058 | 600,016 | | | | 11/16/2022 | | | | | 14,177 | 2,096,211 | 21,264 | 3,144,095 | | 11/16/2022 | | | | | | | 21,264 | 6,288,190 | | 12/01/2022 | | | | | 1,388 | 205,230 | | | | 11/15/2023 | | | | | 22,292 | 3,296,095 | 22,290 | 6,591,599 | | 11/15/2023 | | | | | | | 22,290 | 6,591,599 | | 11/13/2024 | | | | | 25,460 | 3,764,516 | 19,096 | 8,470,604 | | 11/13/2024 | | | | | | | 19,096 | 8,470,604 | | Venk Nathamuni | | | | | | | | | | 06/03/2024 | | | | | 4,491 | 664,039 | 4,491 | 1,328,079 | | 06/03/2024 | | | | | 2,138 | 316,125 | 4,491 | 1,328,079 | | 11/13/2024 | | | | | 5,361 | 792,677 | 4,020 | 1,783,192 | | 11/13/2024 | | | | | | | 4,020 | 1,783,192 | | Joanne E. Caruso | | | | | | | | | | 11/17/2021 | | | | | 1,299 | 192,070 | | | | 11/16/2022 | | | | | 3,686 | 545,012 | 5,529 | 817,518 | | 11/16/2022 | | | | | | | 5,529 | 1,635,036 | | 12/01/2022 | | | | | 936 | 138,397 | | | | 11/15/2023 | | | | | 4,652 | 687,845 | 4,652 | 1,375,689 | | 11/15/2023 | | | | | | | 4,652 | 1,375,689 | | 11/13/2024 | | | | | 4,825 | 713,425 | 3,618 | 1,604,872 | | 11/13/2024 | | | | | | | 3,618 | 1,604,872 | | Patrick X. Hill | | | | | | | | | | 11/17/2021 | | | | | 1,097 | 162,202 | | | | 11/16/2022 | | | | | 2,836 | 419,331 | 4,253 | 628,849 | | 11/16/2022 | | | | | | | 4,253 | 1,257,697 | | 12/01/2022 | | | | | 754 | 111,486 | | | | 11/15/2023 | | | | | 4,394 | 649,697 | 4,394 | 1,299,394 | | 11/15/2023 | | | | | | | 4,394 | 1,299,394 | | 11/13/2024 | | | | | 4,825 | 713,425 | 3,618 | 1,604,872 | | 11/13/2024 | | | | | | | 3,618 | 1,604,872 | | Shannon Miller | | | | | | | | | | 11/17/2021 | | | | | 182 | 26,911 | | | | 7/8/2022 | | | | | 211 | 31,198 | | | | 11/16/2022 | | | | | 1,183 | 174,918 | 1,417 | 209,518 | | 11/16/2022 | | | | | | | 1,417 | 419,035 | | 12/1/2022 | | | | | 377 | 55,743 | | | | 11/15/2023 | | | | | 2,584 | 382,070 | 2,585 | 764,436 | | 11/15/2023 | | | | | | | 2,585 | 764,436 | | 11/13/2024 | | | | | 2,949 | 436,039 | 2,211 | 980,755 | | 11/13/2024 | | | | | | | 2,211 | 980,755 |

  163. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | 66 | | 2026 Proxy Statement |

  164. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | (1) Outstanding RSUs and PSUs issued prior to the CMS Separation Transaction on September 27, 2024 were adjusted 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 and PSU held immediately prior to the CMS Separation Transaction. |

  165. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | (2) 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 17, 2021, July 8, 2022, November 16, 2022, November 15, 2023, and November 13, 2024 vest ratably over 4 years beginning on the first anniversary of the grant date. The 5,987 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 4,277 RSUs granted on the same date to Mr. Nathamuni vest ratably over 2 years beginning on the first anniversary of the grant date. The July 8, 2022 award to Ms. Miller was related to a promotion. 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. |

  166. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | (3) 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 26, 2025, which was $147.86. |

  167. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | (4) 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. |

  168. Outstanding Equity Awards of NEOs at 2025 Fiscal Year End

    | (5) The market value of outstanding PSUs (EPS Based PSUs and ROIC Based PSUs) was computed by using $147.86, the closing price of the Company’s common stock as quoted by the NYSE Composite Price History on September 26, 2025. Market value of fiscal 2025 awards reflects three times target due to the Stock Price Multiplier. |

  169. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table provides information on RSUs that vested in fiscal 2025 for our NEOs:

  170. Option Exercises and Stock Vested in Fiscal 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Robert V. Pragada | — | — | 37,997 | 5,322,988 | | Venk Nathamuni | — | — | 3,635 | 462,043 | | Joanne E. Caruso | — | — | 11,822 | 1,656,912 | | Patrick X. Hill | — | — | 9,658 | 1,353,518 | | Shannon Miller | — | — | 3,810 | 532,768 |

  171. Option Exercises and Stock Vested in Fiscal 2025

    | (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 and includes cash dividend equivalents in respect of RSUs to the extent not included in the fair market value of the grant previously reported. |

  172. 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 (the “Variable Plans”) whereby a portion of compensation (including salary, bonus and/or equity compensation) is deferred and paid to the employee at some future date. The Variable Plans 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. Accounts are credited (or debited) based on the actual earnings (or losses) of the deemed investments selected by the individual participants. Participation in the Variable Plans is voluntary. All Variable Plans operate under a single trust. Although there are certain change-in-control features, no benefit enhancements occur upon a change in control. The investment options are notional and used for measurement purposes only. The NEOs who participate 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 Variable Plan account activity during fiscal 2025 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.

  173. Non-Qualified Deferred Compensation

    | 2026 Proxy Statement | | 67 |

  174. Non-Qualified Deferred Compensation for 2025

    Non-Qualified Deferred Compensation for 2025

  175. Non-Qualified Deferred Compensation for 2025

    | 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 | | Joanne E. Caruso | Variable Plans | 0 | 0 | 0 | 0 | | Patrick X. Hill (4) | N/A | — | — | — | — | | Shannon Miller | Variable Plans | 0 | 0 | 0 | 0 |

  176. Non-Qualified Deferred Compensation for 2025

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

  177. Non-Qualified Deferred Compensation for 2025

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

  178. Non-Qualified Deferred Compensation for 2025

    | (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. |

  179. Non-Qualified Deferred Compensation for 2025

    | (4) Because Mr. Hill is not a U.S. citizen, he is not eligible to participate in the Variable Plans. |

  180. Non-Qualified Deferred Compensation for 2025

    | 68 | | 2026 Proxy Statement |

  181. CEO Pay Ratio

    CEO Pay Ratio The following table sets forth the ratio of our CEO’s total compensation to that of our median employee for fiscal 2025.

  182. CEO Pay Ratio

    | CEO total annual compensation | $14,038,363 | | Median Employee total annual compensation | $87,962 | | Ratio of CEO to Median Employee total annual compensation | 160 to 1 |

  183. CEO 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. To calculate the fiscal 2025 CEO pay ratio, we used annual base compensation as the consistently applied compensation measure used to identify our median employee, and selected July 1, 2025 as our measurement date. For full-time, salaried employees, annual base compensation was base salary, and for part-time, temporary and seasonal employees, it was the hourly rate multiplied by hours worked. We annualized salaries and wages for our full and part-time employees who were not employed for the full year. For purposes of this disclosure, we used the U.S. dollar equivalent of the local currency, based on the average exchange rate for the one-month period ended July 1, 2025 for each such foreign currency. Using this methodology, we determined that our median employee was a full-time, salaried employee located in the U.S. After identifying the median employee, 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 on page 63. As permitted by SEC rules, we excluded all employees in each of the following countries in determining our median employee: Armenia, China, Greece, Hong Kong, Indonesia, Israel, Japan, Kazakhstan, Republic of Korea, Malaysia, Panama, Philippines, Qatar, Romania, Singapore, Taiwan, Thailand and Ukraine. In aggregate, we excluded a total of 1,681 employees from 18 countries, representing less than 5% of the Company’s total workforce of approximately 45,000 people on July 1, 2025.

  184. CEO Pay Ratio

    | 2026 Proxy Statement | | 71 |

  185. 2025 Pay vs. Performance Table

    2025 Pay vs. Performance Table

  186. 2025 Pay vs. Performance Table

    | 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) | | | | | | | | | | Jacobs TSR (5) | Peer Group TSR (5) | | Adj. EPS (7) | | 2025 | N/A | N/A | $14,038,363 | $14,757,687 | $3,194,068 | $3,293,030 | $201 | $146 | $289 | $6.12 | | 2024 | N/A | N/A | $12,119,945 | $15,617,274 | $3,809,218 | $3,870,719 | $173 | $157 | $806 | $8.00 | | 2023 | $6,433,775 | $16,401,745 | $10,898,649 | $15,676,003 | $4,128,458 | $7,040,687 | $150 | $122 | $666 | $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 |

  187. 2025 Pay vs. Performance Table

    | (1) Fiscal 2023 compensation for Mr. Demetriou reflects his service as CEO until January 24, 2023. |

  188. 2025 Pay vs. Performance Table

    | (2) Fiscal 2023 compensation for Mr. Pragada reflects his service as CEO starting January 24, 2023, and compensation received under his prior role as President and Chief Operating Officer (COO). |

  189. 2025 Pay vs. Performance Table

    | (3) CAP reflects the SEC methodology, with adjustments for calculating CAP from the Summary Compensation Table values provided in the table below. |

  190. 2025 Pay vs. Performance Table

    | (4) NEOs used for the average NEO for each fiscal year are as follows: |

  191. 2025 Pay vs. Performance Table

    | – | 2025: Joanne E. Caruso, Patrick X. Hill, Shannon Miller, and Venk Nathamuni |

  192. 2025 Pay vs. Performance Table

    | – | 2024: Kevin Berryman, Joanne E. Caruso, Steven J. Demetriou, Patrick X. Hill, Claudia Jaramillo, and Venk Nathamuni |

  193. 2025 Pay vs. Performance Table

    | – | 2023: Steve Arnette, Kevin Berryman, Joanne E. Caruso, Steven J. Demetriou, Patrick X. Hill, and Claudia Jaramillo |

  194. 2025 Pay vs. Performance Table

    | – | 2022: Kevin Berryman, Joanne E. Caruso, Dawne S. Hickton, Patrick X. Hill, and Bob Pragada |

  195. 2025 Pay vs. Performance Table

    | – | 2021: Kevin Berryman, Joanne E. Caruso, Dawne S. Hickton, and Bob Pragada |

  196. 2025 Pay vs. Performance Table

    | (5) Cumulative TSR is measured as of a beginning date of October 1, 2020 (i.e., September 30, 2020 stock price is the base date for calculation); and peer group TSR reflects values for the S&P 1500 IT Consulting & Other Services Index, as disclosed in our fiscal 2025 Annual Report on Form 10-K. Both cumulative TSR and peer group TSR are calculated in the same manner as disclosed in our fiscal 2025 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K. |

  197. 2025 Pay vs. Performance Table

    | (6) Net Income reflects GAAP net income, as disclosed in our financial statements. Historical pre-fiscal 2025 values are not adjusted for the CMS Separation Transaction. |

  198. 2025 Pay vs. Performance Table

    | (7) The Company-selected measure that we believe represents the most important financial performance measure used to link CAP for fiscal 2025 to Company performance is Adjusted EPS. Adjusted EPS is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period. For a definition of Adjusted Net Earnings, please refer to page 52. Historical pre-fiscal 2025 values are not adjusted for the CMS Separation Transaction. |

  199. 2025 Pay vs. Performance Table

    | 72 | | 2026 Proxy Statement |

  200. Adjustments to Calculate Compensation Actually Paid

    Adjustments to Calculate Compensation Actually Paid

  201. Adjustments to Calculate Compensation Actually Paid

    | | | | Equity Awards | | | | | | Year | Executive | SCT Total | Deduct SCT Stock & Option Awards | Add Year- End Value of Unvested Equity Granted in Year (1) | Add Change in Value of Unvested Awards Granted in Prior Years | Add Change in Value of Vested Equity Granted in Prior Years | Total CAP | | 2025 | CEO (Pragada) | $14,038,363 | ($10,970,071) | $10,093,694 | $2,478,532 | ($882,831) | $14,757,687 | | | Average NEO | $3,194,068 | ($1,934,280) | $1,779,767 | $410,431 | ($156,956) | $3,293,030 |

  202. 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. |

  203. Measures

    | – | Jacobs’ TSR has outperformed the Pay versus Performance peer group, the S&P 1500 IT Consulting & Other Services Index, in the most recent year and over the 5-year period. Note: Jacobs’ historical TSR is adjusted for the CMS Separation Transaction. |

  204. Measures

    | – | Unlike TSR, financial performance measures in the Pay vs Performance disclosure table are not adjusted for the CMS Separation Transaction. |