DEF 14A of Aecom
Filed Jan 17, 2025 · FY20240001628280-25-001826
Election of Directors
Election of Directors We are nominating 8 directors for election to our Board, all of whom are current members of our Board that are standing for re-election at the 2025 Annual Meeting. Directors elected at the 2025 Annual Meeting will serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. If a quorum is present at our 2025 Annual Meeting, the directors will be elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director, with any director who is not elected by a majority of the votes cast being expected to tender his or her resignation to the Nominating Committee. The Nominating Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the election results. Shares represented by proxies will be voted, if authority to do so is not withheld, for the election of each of the director nominees named in this Proxy Statement. We currently have 9 directors on our Board. As previously announced, director Lydia Kennard notified the Board in November 2024 that she will not stand for re-election to the Board at the 2025 Annual Meeting. Accordingly, we are nominating 8 director nominees at the 2025 Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each of the nominees has consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director, except as set forth in the remainder of this paragraph. In the event that any nominee is unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as our Board may propose.
Election of Directors
| Director Qualifications |
Election of Directors
The Board believes that its members should collectively possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. The Nominating Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Guidelines, include the highest professional and personal ethics and values, commitment to enhancing stockholder value with sufficient time to effectively carry out his or her duties and business acumen. In considering director candidates, the Nominating Committee looks for business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation and public policy and the absence of potential conflicts with the Company’s interests. In particular, the Nominating Committee seeks candidates that have skills/experience in the following areas, each of which it is views as particularly important: senior leadership experience, industry experience, public company experience, financial expertise, government/regulatory expertise and international expertise. The Nominating Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds. The Nominating Committee periodically reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting this assessment, the Nominating Committee considers diversity, skills and such other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual directors, as the Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From time to time, while identifying director candidates, the Nominating Committee may establish specific skills and experience that it believes the Company should seek to constitute a balanced and effective Board. Further, the Company’s Corporate Governance Guidelines provide that the Board should be comprised of individuals with diverse backgrounds and perspectives and should include representation of individuals from underrepresented communities, including people of different genders, experiences, ages, races and ethnic backgrounds.
Election of Directors
| AECOM | 13 | 2025 PROXY STATEMENT |
Election of Directors
| Board Skills and Experience |
Election of Directors
Board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee AECOM’s business. The following sections summarize the specific skills, professional experience and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors.
Election of Directors
| | Bradley W. Buss | Derek J. Kerr | Kristy Pipes | Troy Rudd | Douglas W. Stotlar | Daniel R. Tishman | Sander van ’t Noordende | General Janet C. Wolfenbarger | | Corporate Governance Considerations | | | | | | | | | | Independent Director | | | | | | | | | | Financially Literate (NYSE Rules) | | | | | | | | | | Experience | | | | | | | | | | Senior Leadership | | | | | | | | | | Chief Executive Officer (CEO) | | | | | | | | | | Public Company (Board or Executive) | | | | | | | | | | Government | | | | | | | | | | International Operations | | | | | | | | | | Strategic Experience | | | | | | | | | | Financial | | | | | | | | | | Industry / Project Delivery | | | | | | | | | | Infrastructure | | | | | | | | | | Regulatory | | | | | | | | | | Strategy & Business Development | | | | | | | | | | Customer Experience | | | | | | | | | | Talent & Organization Development | | | | | | | | | | Risk Management | | | | | | | | |
Election of Directors
| AECOM | 14 | 2025 PROXY STATEMENT |
Election of Directors
| Nominees for Election at the 2025 Annual Meeting |
Board Diversity
Board Diversity
63 years
63 years average age
Age
Age <5 5-9 >10
Years
Years
6.9 years
6.9 years average tenure
Tenure
Tenure
Tenure
| To promote diversity of background and experience on our Board, nominees for election as directors at the 2025 Annual Meeting include two women, and one director who self- identifies as LGBTQ+. The Board is also committed to appointing a racially and/or ethnically diverse director within a year of the 2025 Annual Meeting, following Ms. Kennard's departure from the Board. |
Tenure
| Our Board includes the following representation: | | | | Women | | | LGBTQ+ |
Tenure
38% Diverse Board Members
Tenure
| Nominees for Directors |
Tenure
The following section sets forth certain background information on the 8 nominees for election as directors as well as each individual’s specific experience, qualifications and skills that led our Board to conclude that each such director nominee should serve on our Board. As previously announced, Ms. Kennard will not stand for re-election at the 2025 Annual Meeting.
Tenure
| AECOM | 15 | 2025 PROXY STATEMENT |
Tenure
| | | | | Mr. Buss brings to our Board executive experience and extensive financial and accounting expertise with both public and private technology-focused companies in diverse industries. Mr. Buss’ prior experience as the Chief Financial Officer of publicly-traded companies and his prior and current service on public company boards enable him to provide valuable insight to our Board on issues that impact public companies. Business Experience SolarCity Corporation •Chief Financial Officer (2014 – 2016) Cypress Semiconductor Corporation •Chief Financial Officer (2005 to 2014) Public Boards QuantumScape Corporation (2020 – Present) Marvell Technology, Inc. (2018 – Present) TuSimple (2020 – 2022) Advance Auto Parts, Inc. (2016 – 2021) Tesla, Inc. (2009 – 2019) Private Boards and Community Service CelLink Corp (2022 – Present) Diamond Foundry (2018 – Present) Education Bachelor of Arts, Economics (McMaster University) Business Administration Degree, Majoring in Finance and Accounting (University of Windsor) | | Bradley W. Buss Age: 61 Director Since: 2020 Board Committees: •Compensation and Organization •Nominating and Governance (Chair) | |
Tenure
| | | | | Mr. Kerr brings to our Board extensive executive, finance and accounting expertise having previously served several leadership roles at the American Airlines Group, Inc., most recently as Vice Chair of American Airlines and President of American Eagle. Mr. Kerr also served as Executive Vice President and Chief Financial Officer of American Airlines, which has provided him with substantial knowledge dealing with complex financial and accounting matters associated with a large publicly-traded company, as well as risk management oversight. Business Experience American Airlines •Vice Chair (2022 – 2023) •Chief Financial Officer (2013 – 2022) American Eagle •President (2022 – 2023) US Airways •Chief Financial Officer (2005 – 2013) America West •Chief Financial Officer (2002 – 2005) Public Boards Comerica Bank (2023 – Present) Private Boards and Community Service Michigan Ross School of Business Advisory Board (2020 – Present) Cotton Bowl Board of Directors (2018 – 2024) Knight Commission of Intercollegiate Athletics (2016 – 2024) Dallas Regional Chamber (2015 – 2023) Education Bachelor of Science, Aerospace Engineering (University of Michigan) Master of Business Administration (University of Michigan) | | Derek J. Kerr Age: 60 Director Since: 2023 Board Committee: •Audit •Compensation and Organization | |
Tenure
| AECOM | 16 | 2025 PROXY STATEMENT |
Tenure
| | | | | Ms. Pipes brings to our Board extensive management, financial and accounting experience, having held several senior leadership positions throughout her career including most recently as Managing Director and CFO at Deloitte Consulting. From her service on multiple public company boards across a variety of sectors, she adds valuable insights into operational requirements and the unique challenges faced by public companies. Business Experience Deloitte Consulting •Managing Director and Chief Financial Officer (2015 – 2019) •Various leadership roles (1999 – 2014) Transamerica Life Companies •Vice President and Manager, Finance Division (1996 – 1999) Public Boards Public Storage (2020 – Present) EXLService (2021 – Present) Savers Value Village (2021 – Present) PS Business Parks (2019 – July 2022) Education Bachelor of Arts, Business Economics (University of California, Los Angeles) Master of Business Administration (University of California, Los Angeles) | | Kristy Pipes Age: 65 Director Since: 2022 Board Committee: •Audit (Chair) | |
Tenure
| | | | | Mr. Rudd brings to our Board a critical vantage point as Chief Executive Officer of the Company and, accordingly, the director closest to the Company’s day-to-day operations. Mr. Rudd has extensive executive experience in the engineering, design and construction sector, professional services sector, finance, public company matters, international business, strategic planning, and mergers and acquisitions. Business Experience AECOM •Chief Executive Officer and Director (2020 – Present) •Chief Financial Officer (2015 – 2020) •Chief Operating Officer, Design Consulting Services (“DCS”) Americas and Chief Financial Officer, DCS Global (2014 to 2015) •Senior Vice President, Corporate Finance and Treasurer (2012 – 2015) •Various Financial Leadership Roles (2009 – 2012) KPMG LLP (1998 – 2009) •Partner Public Boards AECOM (2020 – Present) Private Board and Community Service SMU Lyle School of Engineering Executive Board (2023 – Present) Sustainable Markets Initiative (2023 – Present) Education Bachelor of Science (University of British Columbia) Master of Science, Taxation (Golden Gate University) | | Troy Rudd Age: 60 Director Since: 2020 | |
Tenure
| AECOM | 17 | 2025 PROXY STATEMENT |
Tenure
| | | | | Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. As a former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends. Business Experience Con-way Inc. •President, Chief Executive Officer and Director (2005 – 2015) Con-way Transportation Services Inc. •President and Chief Executive Officer (2004 – 2005) •Executive Vice President and Chief Operating Officer (2002 – 2004) •Executive Vice President of Operations (1997 – 2002) Public Boards Reliance Steel & Aluminum Co. (Chairman of the Board) (2016 – Present) LSC Communications, Inc. (2016 – 2021) URS Corporation (2007 – 2014) Private Board and Community Service Reddy Ice (2019 – Present) Mauser Packaging Solutions (2017 – Present) Stone Canyon Industries, LLC (2016 – Present) Grieve Well (2009 – 2024) Education Bachelor of Science, Business (The Ohio State University) | | Douglas W. Stotlar Age: 64 Director Since: 2014 •Chairman of the Board1 Board Committee: •Audit •Compensation and Organization | |
Tenure
(1)Effective as of the 2025 Annual Meeting, Mr. Rudd will serve as Chairman of the Board and Mr. Stotlar will serve as Lead Independent Director.
Tenure
| | | | | Mr. Tishman brings to our Board strong knowledge, management, and operational experience in the real estate and construction management industry in particular on large-scale development projects such as the rebuilding of the World Trade Center site in New York City and other major projects. Business Experience Tishman Holdings Corporation •Chairman and Executive Vice President (1997 – Present) Tishman Construction Corporation •Chairman of the Board and Chief Executive Officer (1991 – 2010) AECOM •Vice-Chairman (2010 – March 2018) Private Boards and Community Service Montefiore Medicine (2018 – Present) Real Estate Board of New York (2014 – Present) NexWave Capital Partners LLC (2008 – Present) National September 11 Memorial & Museum (2005 – Present) Education Bachelor of Science, Ecology and Planning (Evergreen State College) Master of Science, Environmental Studies (Lesley College) | | Daniel R. Tishman Age: 69 Director Since: 2010 Board Committee: •Compensation and Organization (Chair) | |
Tenure
| AECOM | 18 | 2025 PROXY STATEMENT |
Tenure
| | | | | As the CEO of Randstad, a global talent company, Mr. van ’t Noordende brings to our Board deep leadership experience in the human and professional services sectors. Before Randstad he served on Accenture’s global management committee for 13 years. Business Experience Randstad •CEO (2022 – Present) •Member of Executive Board (Jan – March 2022) •Member of Supervisory Board (2021) Accenture •Products Operating Group, Group Chief Executive (2013 – 2020) •Management Consulting, Group Chief Executive (2011 – 2013) •Resources Operating Group, Group Chief Executive (2006 – 2011) •Various leadership roles (1987 – 2006) Public Boards Randstad (2021 – Present) Micro Focus (2020 – 2022) Private Board and Community Service Virtusa (5/2021 – 12/2021) Out and Equal (2016 – 2021) Education Master’s Degree, Industrial Engineering, specializing in Finance and Marketing (Eindhoven University of Technology, Netherlands) | | Sander van ’t Noordende Age: 61 Director Since: 2021 Board Committee: •Compensation and Organization •Nominating and Governance | |
Tenure
| | | | | General Wolfenbarger brings to our Board a distinguished career as a senior leader in the military, including serving as the Air Force’s first female four-star general. In addition to significant international experience, these qualifications provide our Board with valuable government-related expertise supportive of our global business operations and public-sector client roster. Public Service Air Force Materiel Command, Wright-Patterson Air Force Base •Commander, Air Force Materiel Command (2012 – 2015) •Commander, C17 Systems Group for the Aeronautical Systems Center (2002 – 2005) •Director, B2 System Program Office (2000 – 2002) Pentagon •Military Deputy to the Assistant Secretary of the Air Force for Acquisition (2011 – 2012) •Service’s Director of the Acquisition Center of Excellence (2005 – 2006) Private Boards and Community Service FIRST (For Inspiration and Recognition of Science and Technology) (2022 – Present) Massachusetts Institute of Technology Corporation (2020 – Present) Falcon Foundation (2016 – Present) KPMG LLP (2018 – 2023) Education Bachelor of Science, Engineering Sciences (U.S. Air Force Academy) Master of Science, Aeronautics and Astronautics (Massachusetts Institute of Technology) Master of Science, National Resource Strategy (National Defense University) | | Gen. Janet C. Wolfenbarger Age: 66 Director Since: 2015 Board Committee: •Audit •Nominating and Governance | |
Tenure
| AECOM | 19 | 2025 PROXY STATEMENT |
Tenure
Directors are elected by a majority of the votes cast for and against by holders of shares entitled to vote at the 2025 Annual Meeting. This means that for each director the number of votes cast “FOR” the director must exceed the number of votes cast “AGAINST” the director. Abstentions and broker non-votes will not be considered votes cast.
Tenure
| | The Board of Directors recommends that you vote FOR the election of each nominee for director. |
Tenure
| AECOM | 20 | 2025 PROXY STATEMENT |
Board of Directors
Board of Directors •Review AECOM’s guidelines and policies with respect to risk assessment and risk management •Review the integrity of the organization's financial reporting process •Monitor and oversee AECOM's compliance with respect to applicable laws and legal compliance matters •Oversee major litigation and investigations with material financial implications •Oversee an annual assessment of risk relating to AECOM's compensation policies, programs and practices and report to the Board on the results of this assessment •Develop and recommend to the Board for adoption the Corporate Governance Guidelines and codes of conduct and ethics applicable to AECOM •Oversee AECOM's Government compliance activities and code of conduct and other compliance and ethics matters •Oversee board succession •Oversee lobbying and political activity Oversees major risks, including risks related to strategy, business portfolio, litigation, investigations, human capital, management succession, sustainability, cybersecurity and safety.
Follow-up
| Director Compensation |
Compensation Discussion and Analysis
| Why approve our Say-on- Pay proposal? | | Our 2024 executive pay is aligned with the Company’s strong financial performance, successes on long-term goals and strong stockholder value creation. | | | | We continuously engage with our stockholders and implement thoughtful and responsive changes to our executive pay programs when we conclude such changes will drive long-term shareholder value. |
FY'21 - FY'24 Total Stockholder Return
| Pay Element | What It Does | How It Links to Performance | | Base Salary | Provides competitive fixed cash compensation reflective of an executive’s role, responsibility, and experience | •Salary is tied to performance in the role and the growth of the employee along with the Company. •Salary increases are not guaranteed and are evaluated annually by the Compensation Committee. | | Annual Cash Bonus | Rewards achievement of the Company’s annual financial plan, as well as the specific qualitative goals included in the Company’s strategic plan | •Financial metrics for fiscal year 2024 include Adjusted EBITDA, Segment Adjusted Operating Margin on Net Service Revenue (NSR) and Free Cash Flow; each of these metrics are key indicators of value creation. •Strategic non-financial measures include safety, leadership development, and sustainability goals, which drive employee satisfaction and retention. •Financial targets align with external guidance. •Payments may range from 0% to 200% of target based on actual performance and are not guaranteed. | | Performance-Based Equity | Aligns long-term interests of executive and stockholders Rewards achievement of performance related to the Company’s long-term objectives and stockholder value creation Retains key talent and rewards creation of long-term stockholder value | 60% of long-term equity incentives •Performance metrics for fiscal year 2024 include ROIC, Adjusted EPS Growth, and Relative TSR to align compensation with long-term profitable growth, disciplined risk management, and stockholder value creation. •The final value of the performance-based equity award is determined by AECOM’s performance against challenging standards as well as total stockholder return. •Payments may range from 0% to 200% of target based on actual performance and are not guaranteed. | | Time-Based Equity | Aligns long-term interests of executive and stockholders Retains key talent and rewards creation of long-term stockholder value | 40% of long-term equity incentives •Time-based vesting with three-years of continued service required to vest. •The value of the time-based equity award links directly to AECOM’s stock price performance. |
Short-Term Incentives
Short-Term Incentives
Long-Term Incentives
Long-Term Incentives
Process and Decisions
The Compensation Committee, which is composed solely of independent directors, has been authorized to determine and approve compensation for AECOM’s executive officers. As part of the annual compensation planning process for NEOs, the Compensation Committee reviews their base salary, short-term and long-term incentive compensation, with a focus on the total reward package. As further described below, the Compensation Committee looks to a peer group of companies, as well as the broader market, as a baseline for compensation decisions for NEOs. However, AECOM does not target executive officer compensation at a specific level or percentage relative to compensation provided by the companies in the compensation peer group or broader market. Instead, when determining compensation for executive officers, the Compensation Committee takes into account a broad array of factors, including the experience level of the individuals in their current positions, the overall financial and strategic performance of the Company during the year and the performance
Process and Decisions
and contribution of each executive during the year relative to individual, predefined goals and objectives. Differences in compensation levels for our NEOs are driven by the Compensation Committee’s assessment, in its judgment, of each of our executive’s responsibilities, experience and compensation levels for similar positions at peer companies. Except as otherwise noted in this Compensation Discussion & Analysis, the Compensation Committee’s determinations are subjective and the result of business judgment informed by members’ experiences, analysis of peer company data, input from the independent consultant, and overall compensation trends.
Process and Decisions
–Reviews the Company’s financial, strategic and operational metrics and goals, compensation peer group and approves the performance objectives of the CEO and other executive officers. –Approves design changes to the executive compensation program, as applicable. –Reviews full year Company financial and strategic performance to understand accomplishments relative to established objectives. –Evaluates the CEO’s performance in light of the review of Company performance. –Discusses with the CEO his evaluation of the performance of each of the other executive officers relative to their individual performance objectives. –Determines compensation amounts for the CEO and each of the other executive officers, taking into account: •Prior year’s compensation; •Performance assessments; •Market considerations; •Internal equity; •Individual performance and retention considerations; •Input from the Compensation Committee’s independent compensation consultant; and •For the other NEOs, the CEO’s recommendations. –Reviews and approves the grants and payouts of long-term incentive equity awards, including certification of the financial results that support awards made under the annual and long-term incentive programs. With respect to individual long-term incentive equity awards, the Compensation Committee considers individual performance, market data, including compensation for comparable positions at peer companies, and the strategic importance of the NEO’s position to determine a dollar denominated long-term incentive equity value to be awarded to each NEO. The dollar value awarded by the Compensation Committee to each NEO is then converted into a specific number of units, based on the fair market value of AECOM common stock on the date of grant.
Process and Decisions
| Compensation and Organization Committee’s Independent Compensation Consultant |
Fiscal Year 2024 Compensation Peer Group
Fiscal Year 2024 Compensation Peer Group The Compensation Committee, when developing the compensation peer group (the “Compensation Peer Group”), identified the Company's competitors for talent and considered other various measures of size, scope and complexity, with a focus on revenue and enterprise value. The 2024 peer group was unchanged from 2023.
Fiscal Year 2024 Compensation Peer Group
| AtkinsRéalis* | KBR | Stantec | | Booz Allen Hamilton | Leidos Holdings | Tetra Tech | | EMCOR Group | MasTec | WSP Global | | Fluor | Parsons | | | Jacobs Solutions Inc. | Quanta Services | |
Fiscal Year 2024 Compensation Peer Group
*Formerly SNC-Lavalin Group
Officer Compensation
| Annual Incentives |
Officer Compensation
| Metric | Why Selected | | Free Cash Flow | Free cash flow both measures and incentivizes allocation of capital in a disciplined manner to high-return investments and encourages working capital conversion. Free cash flow is critical to our returns-based capital allocation policy. | | Adjusted EBITDA | Adjusted EBITDA incentivizes achievement of our annual financial plan, which includes delivering high-value organic revenue growth, margin expansion, and disciplined investments in growth initiatives, employee development programs, and innovation. | | Segment Adjusted Operating Margin on NSR | Segment Adjusted Operating Margin on Net Service Revenue (NSR)% focuses on underlying operational performance, including executing our strategy, which emphasizes profitable growth, and investing through our margins to deliver for today and deliver more in the future. | | Key Performance Indicator (“KPI”) Assessment | KPI Assessment encourages focus on the achievement of the Company’s non- financial strategic objectives including sustainability and ESG goals. These KPIs are developed for each NEO and, in the instance of our CEO, include such non-financial strategic objectives as: •Total recordable incident rate of no greater than 0.11, which would continue to lead the industry •Percentage of women in leadership of greater than 20%, consistent with the Company’s near-term targets included in its Sustainable Legacies strategy •Voluntary attrition of high-performers of less than 10%, which would exceed benchmark levels •Employee satisfaction as reflected by the percentage of employees that would recommend AECOM as a great place to work as indicated in the Company’s bi-annual all-employee survey of at least 70%, which would continue to significantly exceed industry benchmark levels |
Officer Compensation
| Annual Incentive Calculations |
Officer Compensation
| Financial Metrics* | Weighting Percentage | Threshold Amount (0% Payout) | Target Amount (100% Payout) | Maximum Amount (200% Payout) | Actual Amount | Earned Percentage** | | Free Cash Flow | 30% | $500.0 | $625.0 | $750.0 | $708.4 | 50.0% | | Adjusted EBITDA | 30% | $976.0 | $1,085.0 | $1,193.0 | $1,094.8 | 32.7% | | Segment Adjusted Operating Margin on NSR | 20% | 14.0% | 15.6% | 17.1% | 15.8% | 22.5% | | KPIs | 20% | Varies by Individual NEO | | | | See below |
Officer Compensation
| KPIs | Individual KPIs | | Earned Percentage of Financial Metrics (See above) | Total Annual Incentive Earned Percentage (Sum of KPI plus Financial Metrics) (%) | | | KPI Score (%) | KPI Score 20% Weighting (%) | Score Weighting (%) | | | Troy Rudd | 170.0 | 34.0 | 105.2 | 139.2 | | Gaurav Kapoor | 180.0 | 36.0 | 105.2 | 141.2 | | Lara Poloni | 170.0 | 34.0 | 105.2 | 139.2 | | David Gan | 160.0 | 32.0 | 105.2 | 137.2 |
Key Performance Indicator Assessment
| NEO | Achievements | | Troy Rudd | •Extended Track Record of Delivering on All Key Financial Objectives: We delivered new records for net service revenue, margins, earnings and cash flow, highlighted by a 15.8% segment adjusted operating margin, 14% adjusted EBITDA growth and 22% adjusted EPS growth for the full year. Adjusted EBITDA and EPS exceeded the mid-points of both our original and increased guidance. Our margin performance and cash flow also exceeded guidance. •'Winning What Matters', Positioning the Company for Continued Success: Our win rate remained at a record high at 50% and was even higher on our largest and most strategically valuable pursuits. In addition, our pipeline of opportunities remains at a record high, providing for excellent visibility. As a result, the earnings potential of the organization remains as strong as ever. •Invested to Expand Our Capabilities: Leveraging the capacity created by our record margins, we continued to invest in our business, our professionals and our capabilities to further enhance our offering for clients. This included the launch of the Water and Environment Advisory global business line to capitalize on the substantial opportunity to provide higher-value advisory services to our clients, while continuing to invest in our Program Management global business line that grew nearly 20% in the year. These businesses are elevating our value proposition to clients at a time where they are looking to advance increasingly complex initiatives, which is further supporting our win rates and backlog growth. •Continued Strong Employee Engagement: Reflecting strong execution on our Think and Act Globally strategy, including further investments in our Employee Value Proposition that continue to strengthen technical and professional development opportunities for our professionals, employee engagement remains at record levels. As indicated by our most recent employee survey, 77% of employees would recommend AECOM as a great place to work, significantly exceeding professional services benchmarks. In addition, safety performance is a key leading indicator of success, and our total recordable incident rate (TRIR) of 0.07 continues to be substantially ahead of peers and broader industry benchmarks. •Maximized Stockholder Value: Reflecting strong financial performance and balance sheet, we allocated approximately $560 million to stockholders through share repurchases and dividends. Our balance sheet remains a competitive advantage with 0.8x net leverage and approximately 70% of our debt fixed, swapped to fixed, or capped over the next several years and no bond maturities until 2027. |
Key Performance Indicator Assessment
| Long-Term Incentives |
Key Performance Indicator Assessment
Long-term incentive equity awards reward the creation of long-term stockholder value and achievement of key metrics over a longer-term period, aligning our NEOs’ interests with those of our stockholders by linking the value of our NEOs’ compensation to AECOM’s stock price. The PEP awards are subject to performance metrics that drive the successful
Key Performance Indicator Assessment
execution of our long-term strategy to build sustainable profitable growth and stockholder value, and both the PEP awards and RSU awards serve as a retention tool for our NEOs with 3-year continued service vesting requirements.
Long-Term Equity Incentive Award
Long-Term Equity Incentive Award As part of its review of fiscal year 2024 performance, the Compensation Committee analyzed the role and responsibilities of each NEO, including their past and current performance history, and prevailing market practices with respect to our Compensation Peer Group and across industries. Based on these factors (as well as taking into consideration the Compensation Committee’s collective experience regarding appropriate annual equity grant levels), the Compensation Committee approved the following equity awards in fiscal year 2024:
Long-Term Equity Incentive Award
| NEOs | 2023 ($) | 2024 ($) | Percent Change (%) | | Troy Rudd | 7,700,000 | 9,500,000 | 23.4 | | Gaurav Kapoor | 2,000,000 | 2,900,000 | 45.0 | | Lara Poloni | 2,100,000 | 3,100,000 | 47.6 | | David Gan | 1,250,000 | 1,400,000 | 12.0 |
Long-Term Equity Incentive Award
For fiscal year 2024, the long-term incentive equity award received by each NEO was comprised of the following:
Long-Term Equity Incentive Award
| Type | Weighting Percentage | Performance Measures and Vesting Requirements | | PEP | 60% | Metrics: –1/3rd to vest based on 3-year Relative TSR –1/3rd to vest based on 3-year average ROIC(1) achievements –1/3rd to vest based on 1-year, 2-year average, and 3-year average Adjusted EPS Growth(2) | | RSU | 40% | Continued service over 3-years |
Long-Term Equity Incentive Award
(1)Defined as the 3-Year Average Annual Adjusted NOPAT divided by the 3-Year Average Quarterly Invested Capital. Adjusted NOPAT is Adjusted Attributable Net Income plus Adjusted Interest Expense net of Interest Income (tax effected at a normalized 25% rate). Adjusted Attributable Net Income is defined as Net Income Available to Common Stockholders excluding foreign exchange gains/ losses on forward contracts related to financing, acquisition and integration related expenses, transaction related expenses, transformational restructuring related expenses, financing charges in interest expense, the amortization of intangible assets, and financial impacts associated with expected and actual dispositions of non-core businesses and assets. Adjusted Interest Expense excludes financing charges in interest expense. Invested Capital is Attributable Shareholders Equity plus Total Debt less Cash and Cash Equivalents (all per balance sheet). Quarterly Invested Capital is defined as the beginning and ending balance of each respective quarter excluding (1) any balance with respect to all at-risk businesses to be sold and (2) changes to Accumulated Other Comprehensive Loss (i.e., held flat at Q4 FY2023 ending actuals). (2)Adjusted EPS Growth is calculated as (a) Adjusted Attributable Net Income (as defined in footnote 1) divided by (b) the Weighted Average Number of Common Shares Outstanding, on a diluted basis, for a fiscal year, including any impact from share repurchases. The Compensation Committee sets performance targets that it believes to be rigorous and challenging. The targets for ROIC and Adjusted EPS included in our PEP design constitute competitively sensitive information. Accordingly, the targets are not disclosed here but align with the Company’s long-term plan and/or guidance provided to stockholders at the time the targets were approved. Target levels are disclosed for cycles that have ended as shown in the "2024 Achievements and Payouts" section below. The Relative TSR goals measure performance against the Compensation Peer Group and are as follows:
Long-Term Equity Incentive Award
| Metric | Threshold | Target | Maximum | | Relative TSR | 25th percentile | 50th percentile | 75th percentile |
Long-Term Equity Incentive Award
| AECOM | 50 | 2025 PROXY STATEMENT |
2024 Achievements and Payouts
2024 Achievements and Payouts
2024 Achievements and Payouts
| Fiscal Year 2022 (PEP22) |
2024 Achievements and Payouts
PEP22 has a three-year performance period to measure ROIC and Relative TSR, and a 1-year, 2-year, and 3-year performance period to measure average Adjusted EPS Growth. The table below details the final performance results.
2024 Achievements and Payouts
| Fiscal Years 2022 – 2024 | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Actual Payout (%) | | ROIC | 13.5% | 15.0% | 16.5% | 18.6% | 200.0% | | Relative TSR | 25th percentile | 55th percentile | 75th percentile | 31st percentile | 19.2% | | Adjusted EPS Growth | | | | | | | 1-Year | 12.9% | 16.1% | 19.3% | 15.2% | 200.0% | | 2-Year | 10.1% | 12.7% | 15.2% | | | | 3-Year | 9.0% | 11.3% | 13.5% | | |
2024 Achievements and Payouts
Prior to approving the PEP22 payout, the Compensation Committee reviewed the Company’s stock price performance and Relative TSR as compared to the peer group during the PEP22 performance period to confirm alignment between pay and performance. The Compensation Committee determined that the Company’s stock price performance supported the PEP22 payout as the Company’s market capitalization increased by approximately $4.2 billion or 44% over the performance period. Importantly, as shown below, the Company’s stock also outperformed the broader stock market, as represented by the S&P 500 index, over that time period by nearly 50%.
2024 Achievements and Payouts
| AECOM | 51 | 2025 PROXY STATEMENT |
2024 Achievements and Payouts
| Fiscal Years 2023 (PEP23) and 2024 (PEP24) |
2024 Achievements and Payouts
PEP23 and PEP24 have three-year performance periods to measure ROIC and Relative TSR, and a 1-year, 2-year, and 3- year performance period to measure average Adjusted EPS Growth. The Compensation Committee sets performance targets that it believes to be rigorous and challenging. Because pre- established targets for financial metrics are competitively sensitive, they are not disclosed here. However, all targets align with the Company’s long-term plan and/or guidance to stockholders and are designed to drive performance that further enhances long-term stockholder value creation. For PEP23, the Relative TSR goals are as follows:
2024 Achievements and Payouts
| Metric | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR | 25th percentile | 55th percentile | 75th percentile |
2024 Achievements and Payouts
100% target payout for Relative TSR requires outperformance against the current Compensation Peer Group at the end of the performance period at the 55th percentile. For PEP24, the Relative TSR goals are as follows:
2024 Achievements and Payouts
| Metric | Threshold | Target | Maximum | | Relative TSR | 25th percentile | 50th percentile | 75th percentile |
2024 Achievements and Payouts
For both PEP23 and PEP24, there is no payout below the 25th percentile and Relative TSR of 75th percentile or higher would result in a 200% payout. Linear interpolation is applied for outcomes between those shown in the illustration above.
2024 Achievements and Payouts
| AECOM | 52 | 2025 PROXY STATEMENT |
Other Programs, Policies and Guidelines
NEOs are subject to stock ownership guidelines, which helps to ensure that their interests are aligned with those of stockholders. Under the guidelines, AECOM’s CEO is required to maintain ownership of AECOM stock at six times base salary and the other NEOs at three times base salary. The minimum number of shares required to meet the guideline is updated annually based on each executive’s salary and the 12-month trailing average AECOM stock price. Shares owned directly and indirectly, restricted stock units and vested stock options/shares are counted toward the guidelines. NEOs have five full fiscal years, starting from the date an executive is first subject to the guidelines, to comply. The table below outlines the stock ownership of the NEOs as of October 1, 2024.
Other Programs, Policies and Guidelines
| Employment Agreements, Severance Benefits and Change in Control Provisions |
Other Programs, Policies and Guidelines
See the “Payments and Benefits Upon Termination or Change in Control” section of this Proxy Statement for a description of the benefits provided to our NEOs under the AECOM Senior Leadership Severance Plan, the AECOM Technology Corporation Change in Control Severance Policy for Key Executives, as well as agreements with certain of our NEOs.
Other Programs, Policies and Guidelines
While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material, nonpublic information, the Compensation Committee does not seek to time equity grants based on information about the Company that has not been publicly disclosed. It has been our recent practice to grant most of our equity awards in the form of RSUs.
Executive Compensation Tables
| Summary Compensation Table for Fiscal Years 2024, 2023 and 2022 |
Executive Compensation Tables
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($) | Total ($) | | Troy Rudd CEO | 2024 | 1,312,269 | 10,287,483 | 2,584,299 | 12,401 | 244,277(5) | 14,440,729 | | | 2023 | 1,254,387 | 8,306,165 | 1,686,948 | 7,840 | 204,612 | 11,459,952 | | | 2022 | 1,190,463 | 6,278,345 | 1,747,358 | 4,062 | 281,964 | 9,502,192 | | Gaurav Kapoor Chief Financial & Operations Officer | 2024 | 799,377 | 3,140,435 | 1,143,803 | 0 | 126,066(6) | 5,209,681 | | | 2023 | 754,894 | 2,157,570 | 815,451 | 0 | 37,556 | 3,765,471 | | | 2022 | 703,079 | 1,901,606 | 833,177 | 0 | 19,701 | 3,457,563 | | Lara Poloni President | 2024 | 829,320 | 3,357,081 | 1,286,302 | 0 | 62,668(7) | 5,535,371 | | | 2023 | 757,776 | 2,265,426 | 931,844 | 0 | 261,408 | 4,216,454 | | | 2022 | 774,935 | 2,064,668 | 950,004 | 0 | 21,160 | 3,810,767 | | David Gan Chief Legal Officer & General Counsel | 2024 | 603,673 | 1,516,105 | 836,982 | 0 | 65,884(8) | 3,022,644 | | | 2023 | 582,962 | 1,348,425 | 620,797 | 0 | 42,120 | 2,594,304 | | | 2022 | 589,424 | 1,303,964 | 607,885 | 0 | 29,645 | 2,530,918 |
Executive Compensation Tables
| Grants of Plan Based Awards for Fiscal Year 2024 |
Executive Compensation Tables
| Outstanding Equity Awards at Fiscal Year-End 2024 |
Executive Compensation Tables
| Option Exercises and Stock Vested for Fiscal Year 2024 |
Executive Compensation Tables
| Executive Nonqualified Deferred Compensation for Fiscal Year 2024 |
Executive Compensation Tables
| Payments and Benefits Upon Termination or Change in Control |
Long-Term Incentive Equity Award Agreements
| Estimated Potential Payments |
CEO Pay Ratio
CEO Pay Ratio
CEO Pay Ratio
| Pay Ratio |
CEO Pay Ratio
Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the “Regulation,” below we provide disclosure of the ratio of our CEO’s annual total compensation to that of our median compensated employee.
CEO Pay Ratio
| | Total Compensation | | CEO | $14,440,729 | | Median Employee | $70,951 | | Ratio | 203.5 |
CEO Pay Ratio
| Global Employee Data Set |
CEO Pay Ratio
To derive our global employee data set, we employed the following methodology and assumptions: •Data Source: We used our global human resource system of record to aggregate employee information from our various systems worldwide. •Determination Date: We selected September 17, 2024 which falls within the last three months of our most recently completed fiscal year, as the determination date for identifying our median employee.
CEO Pay Ratio
| Consistently Applied Compensation Measure & Selection of Median Employee |
CEO Pay Ratio
To determine our median compensated employee, we used a Consistently Applied Compensation Measure (CACM). As our CACM, we used Annual Base Compensation, defined as base salary rate taking into account the employee’s full-time or part-time status and the employee’s scheduled hours of employment, plus any guaranteed 13th or 14th month period pay, as of the Determination Date. We exchanged non-U.S. compensation to U.S. dollars applying the same fixed annual exchange rate used in our filed periodic reports. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| AECOM | 64 | 2025 PROXY STATEMENT |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation actually paid to our CEO and to our other NEOs compared to Company performance for the years ended September 30, 2024, 2023, 2022, and 2021. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO ($)(1)(2) | CAP to CEO ($)(3) | Average Summary Compensation Table Total Pay for other NEOs ($)(1)(2) | Average CAP to other NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($)(6) | Adj. EPS ($)(7) | Indexed Adj. EPS Growth (%)(8) | | | | | | | AECOM TSR ($)(4) | 2024 Peer Group TSR ($)(4) | 2023 Peer Group TSR ($)(5) | | | | | 2024 | 14,440,729 | 28,161,959 | 4,589,232 | 7,745,663 | 253 | 165 | 178 | 460,255 | 4.52 | 216 | | 2023 | 11,459,952 | 19,077,083 | 3,127,376 | 4,442,441 | 201 | 132 | 141 | 100,141 | 3.71 | 178 | | 2022 | 9,502,192 | 14,790,471 | 2,901,249 | 3,716,795 | 164 | 114 | 122 | 334,702 | 3.40 | 163 | | 2021 | 6,524,680 | 20,557,469 | 2,498,721 | 4,486,501 | 151 | 135 | 144 | 202,980 | 2.81 | 134 |
Pay Versus Performance
(1) For 2024, the CEO was Troy Rudd and other NEOs were Gaurav Kapoor, Lara Poloni, and David Gan. For 2023, 2022, and 2021 the CEO was Troy Rudd and the other NEOs were Gaurav Kapoor, Lara Poloni, David Gan, and Todd Battley. (2) The values reflected in this column reflect the “Total Compensation” set forth in the Summary Compensation Table (“SCT”) disclosed for each respective fiscal year. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) “Total Compensation Actually Paid” (“CAP”) to our CEO and “Average Total CAP” to our other NEOs was computed as follows:
Pay Versus Performance
| | CEO | | | | Average Non-CEO NEOs | | | | | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | SCT Total | 14,440,729 | 11,459,952 | 9,502,192 | 6,524,680 | 4,589,232 | 3,127,376 | 2,901,249 | 2,498,721 | | Minus SCT Stock Awards | (10,287,483) | (8,306,165) | (6,278,345) | (3,125,010) | (2,671,207) | (1,685,576) | (1,521,331) | (1,050,734) | | Plus Year-End Fair Value of Unvested Equity Awards Granted in Year | 14,462,457 | 7,435,208 | 5,705,027 | 4,233,148 | 3,755,263 | 1,508,831 | 1,382,408 | 1,412,978 | | Plus Change in Value of Unvested Equity Awards Granted in Prior Years | 7,836,876 | 5,224,777 | 3,762,823 | 11,720,698 | 1,708,884 | 1,043,713 | 688,460 | 1,572,809 | | Plus Change in Value of Vested Equity Awards Granted in Prior Years | 1,543,586 | 3,149,553 | 1,954,757 | 1,203,953 | 332,817 | 414,680 | 231,571 | 52,727 | | Plus Change in Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards | 165,794 | 113,758 | 144,017 | 0 | 30,674 | 33,417 | 34,438 | 0 | | Total CAP | 28,161,959 | 19,077,083 | 14,790,471 | 20,557,469 | 7,745,663 | 4,442,441 | 3,716,795 | 4,486,501 |
Pay Versus Performance
(4) Reflects the cumulative total stockholder return of the Company and the 2024 peer group, represented by the S&P MidCap 400 - Commercial & Professional Services index, respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, the three-years ended September 30, 2023, and the four-years ended September 30, 2024, assuming a $100 investment at the closing price on September 30, 2020 and the reinvestment of all dividends. During fiscal 2024, we determined that the S&P MidCap 400 Commercial & Professional Services index is a more appropriate comparison than the prior S&P MidCap 400 index due to the composition of the included companies given their size, comparable services and lines of business, and reflects our transformation into a professional services firm. (5) Reflects the cumulative total stockholder return of the Company and the 2023 peer group, represented by the S&P MidCap 400 index, respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, the three-years ended September 30, 2023, and the four-years ended September 30, 2024, assuming a $100 investment at the closing price on September 30, 2020 and the reinvestment of all dividends. (6) Amounts in thousands. (7) See Annex A to this Proxy Statement for our definition of Adjusted EPS and a reconciliation of this non-GAAP financial measure.
Pay Versus Performance
| AECOM | 65 | 2025 PROXY STATEMENT |
Pay Versus Performance
(8) Represents the adjusted EPS growth for each respective fiscal year compared to fiscal 2020 indexed to 100. The information provided is supplemental to the information required under Item 402(v) and is included to demonstrate earnings growth consistent with the Company’s strategy to maximize shareholder value. See Annex A for a reconciliation of non-GAAP measures. The following is provided to describe the relationship between CAP and Net Income and Adjusted EPS as well as the relationship between the Company’s TSR and the TSR for the 2023 peer group and 2024 peer group, in each case over the years covered in the table above. All values other than EPS and TSR are in thousands.
Pay Versus Performance
| AECOM | 66 | 2025 PROXY STATEMENT |
Pay Versus Performance
| Strong Relationship Between CAP and Certain Performance Measures |
Pay Versus Performance
•The Company’s CAP is well aligned with performance on key financial measures, including strong TSR that outperformed market indices and a 21% Adjusted EPS compounded growth rate, which reflects the Company’s focus on shareholder value creation. As evidenced by this strong performance, as compared to fiscal 2021, CEO and non-CEO CAP increased by 37% and 73% respectively in fiscal 2024. •Additionally, performance on other key metrics that drive long-term value creation, including free cash flow, adjusted EBITDA and segment adjusted operating margin, also increased meaningfully over this period. •GAAP Net Income is influenced by a number of factors and can include items that are one-time in nature and is not exclusively used by investors to determine the long-term earnings power of the Company. As such, trends can vary meaningfully between CAP and GAAP Net Income.
Pay Versus Performance
| AECOM | 67 | 2025 PROXY STATEMENT |
Directors' Compensation
Directors' Compensation The following table sets forth information with respect to the compensation that certain members of the AECOM Board received in fiscal year 2024. Mr. Rudd did not receive separate compensation for Board member activities. All non-employee directors are paid a cash retainer of $100,000 per year. In addition, these non-employee directors receive the following cash retainers for their service on the Board: •Chairman of the Board — Annual retainer of $150,000 •Chair of the Audit Committee — Annual retainer of $25,000 •Chair of the Compensation Committee — Annual retainer of $25,000 •Chair of the Other Committees — Annual retainer of $20,000 •Members of the Audit Committee — Annual retainer of $12,000 •Members of the Other Committees — Annual retainer of $9,500 •Board/Committee Meeting Fees — $1,500 or $1,000 for each meeting attended in-person or by telephone, respectively, is paid when the number of meetings during the year has exceeded five (5) for the Board or each Committee Each non-employee director also receives a $1,000 fee per day, plus reimbursement for travel for attendance at other qualifying Board-related functions in his or her capacity as a director. Each non-employee director receives an annual equity award with a value of $167,500 (except the Chairperson of the Board who receives $190,000) comprised of time-vested RSUs. We have reviewed this policy and made market-based adjustments to the equity component of directors’ compensation going forward. Each non-employee director who joins our Board receives an annual equity award prorated for the number of quarters he or she serves. Exequity provided an annual report indicating our compensation for directors is consistent with market practice. Non-employee directors are eligible to participate in the AECOM Executive Deferred Compensation Plan, pursuant to which each director may elect to defer all or a portion of such director's cash retainer and/or RSU grants.
Directors' Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bradley W. Buss | 135,500 | 167,558 | 1,510 | 304,568 | | Lydia H. Kennard (4) | 109,500 | 167,558 | 11,510 | 288,568 | | Derek J. Kerr | 110,417 | 223,405 | 141 | 333,963 | | Kristy Pipes | 128,000 | 167,558 | 1,510 | 297,068 | | Douglas W. Stotlar | 274,500 | 190,036 | 1,713 | 466,249 | | Daniel R. Tishman | 129,750 | 167,558 | 1,510 | 298,818 | | Sander van ’t Noordende | 119,000 | 167,558 | 11,510 | 298,068 | | General Janet C. Wolfenbarger | 124,500 | 167,558 | 5,710 | 297,768 |
Directors' Compensation
(1)These amounts include annual retainer fees and any Board and committee meeting fees earned in fiscal year 2024. (2)Mr. Kerr received an RSU award on November 16, 2023 in connection with his appointment to the Board of Directors that vested on March 19, 2024 and was settled in shares of AECOM stock. For all directors, the RSUs granted on March 19, 2024 will become 100% vested on the earlier of the first anniversary of the grant date or the date of the Company’s 2025 Annual Meeting, and will be settled in shares of AECOM stock. (3)The amounts include cash dividend payments for all non-employee directors and Company matching contributions to charitable organizations for Mss. Kennard and Wolfenbarger and Mr. van 't Noordende. (4)In November 2024, Ms. Kennard notified us of her decision not to stand for re-election at the 2025 Annual Meeting. Ms. Kennard will continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
Directors' Compensation
| AECOM | 69 | 2025 PROXY STATEMENT |
Directors' Compensation
As of September 30, 2024, the non-employee directors during fiscal year 2024 had the following number of unvested RSUs outstanding as of such date:
Directors' Compensation
| Director | Unvested RSUs | | Bradley W. Buss | 1,789 | | Lydia H. Kennard (1) | 1,789 | | Derek J. Kerr | 1,789 | | Kristy Pipes | 1,789 | | Douglas W. Stotlar | 2,029 | | Daniel R. Tishman | 1,789 | | Sander van ’t Noordende | 1,789 | | General Janet C. Wolfenbarger | 1,789 |
Directors' Compensation
(1) In November 2024, Ms. Kennard notified us of her decision not to stand for re-election at the 2025 Annual Meeting. Ms. Kennard will continue to serve as a director until the expiration of her term at the 2025 Annual Meeting.
Directors' Compensation
| AECOM | 70 | 2025 PROXY STATEMENT |
Board of Directors
Board of Directors The Audit Committee is comprised of non-employee directors, all of whom are “independent” under the applicable listing standards of the NYSE and the applicable rules of the SEC. The Audit Committee is governed by a written charter, as amended and restated, which has been adopted by the Board. A copy of the current Audit Committee Charter is available for viewing on the “Corporate Governance” area of the “Investors” section of our website at www.aecom.com. Management of the Company is responsible for the preparation, presentation, and integrity of the consolidated financial statements, maintaining a system of internal controls and having appropriate accounting and financial reporting principles and policies. The independent registered public accounting firm is responsible for planning and carrying out an audit of the consolidated financial statements and an audit of internal control over financial reporting in accordance with the rules of the Public Company Accounting Oversight Board (United States) and expressing an opinion as to the consolidated financial statements’ conformity with U.S. generally accepted accounting principles (“GAAP”) and as to internal control over financial reporting. The Audit Committee monitors and oversees these processes and is responsible for selecting and overseeing the Company’s independent registered public accounting firm. As part of the oversight process, the Audit Committee met four times during fiscal year 2024. Throughout the year, the Audit Committee met with the Company’s independent registered public accounting firm, management and internal auditors, both together and separately in closed sessions, to review accounting, auditing, internal controls and financial reporting matters. In the course of fulfilling its responsibilities, the Audit Committee did, among other things, the following: •reviewed and evaluated the performance and quality of Ernst & Young LLP, the Company’s independent registered public accounting firm, and its lead audit partner in its determination to recommend the retention of Ernst & Young LLP, including by assessing the performance of Ernst & Young LLP from within the Audit Committee and from the perspective of senior management and the internal auditor; •considered whether the provision of non-audit services by Ernst & Young LLP to the Company is compatible with maintaining the registered public accounting firm’s independence; •reviewed and discussed with management and Ernst & Young LLP the audited consolidated financial statements for the year ended September 30, 2024 and unaudited consolidated financial statements for the quarters ended December 31, 2023, March 31, 2024, and June 30, 2024; •reviewed management’s representations that the Company’s consolidated financial statements were prepared in accordance with GAAP and present fairly the results of operations and financial position of the Company; •discussed with Ernst & Young LLP the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, as modified or supplemented and the overall scope and plans for the annual audit, the results of their examinations, their evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting; •received the written disclosures and letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communication with the Audit Committee concerning independence, and discussed with Ernst & Young LLP its independence; •monitored the reporting system implemented to provide an anonymous complaint reporting procedure; •reviewed the scope of and overall plans for the annual audit and the internal audit program; •reviewed new accounting standards applicable to the Company with the Company’s Chief Financial Officer, internal audit department and Ernst & Young LLP; •consulted with management and Ernst & Young LLP with respect to the Company’s processes for risk assessment and risk mitigation; •reviewed the implementation and effectiveness of the Company’s ethics and compliance program, including processes for monitoring compliance with the law, Company policies and the Code of Business Conduct and Ethics.
Board of Directors
| AECOM | 72 | 2025 PROXY STATEMENT |
Board of Directors
The Audit Committee also met with representatives of management, the internal auditors, legal counsel and Ernst & Young LLP on a regular basis throughout the year to discuss the progress of management’s testing and evaluation of the Company’s system of internal control over financial reporting in response to the applicable requirements of the Sarbanes- Oxley Act of 2002 and related U.S. Securities and Exchange Commission regulations. At the conclusion of this process, the Audit Committee received from management its assessment and report on the effectiveness of the Company’s internal controls over financial reporting. In addition, the Audit Committee received from Ernst & Young LLP its attestation report on the Company’s internal control over financial reporting. These assessments and reports are as of September 30, 2024. The Audit Committee reviewed and discussed the results of management’s assessment and Ernst & Young LLP’s attestation. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for filing with the U.S. Securities and Exchange Commission. The Audit Committee also approved the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2025 and recommended that the Board submit this appointment to the Company’s stockholders for ratification at the 2025 Annual Meeting.
Board of Directors
| Respectfully submitted, Kristy Pipes, Chair Derek J. Kerr Douglas W. Stotlar Gen. Janet C. Wolfenbarger |
Board of Directors
| AECOM | 73 | 2025 PROXY STATEMENT |