AECOM
For the period ended Mar 19, 2024. Filed Jan 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 19, 2024 · Filed Jan 29, 2024
Contents
Proxy Statement Summary
Proxy Statement Summary
Meeting Information
| | Record Date: | | | January 19, 2024 | |
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| | Meeting Date: | | | March 19, 2024, 1:00 p.m. (Central Time) | |
| | Location: | | | Virtual live webcast. You will be able to attend the annual meeting, vote, and submit questions during the meeting by visiting www.meetnow.global/M776YJP. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Attending the Virtual Annual Meeting” section of the Proxy Statement. | |
This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy Statement first available to stockholders on January 29, 2024.
Stockholder Voting Matters
| | Proposal Number | | | | Description | | | | Board’s Voting Recommendation | | | | Page Reference | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 1 | | | | Elect directors to serve until our 2025 Annual Meeting of Stockholders. | | | | FOR EACH | | | | 12 | |
| | 2 | | | | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2024. | | | | FOR | | | | 20 | |
| | 3 | | | | Advisory vote to approve our executive compensation. | | | | FOR | | | | 22 | |
How to Vote
| | | | Vote Online You can vote your shares online by following the instructions on your proxy card [(www.envisionreports.com/ACM)]. | |
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| | | | Vote by Phone You can vote your shares by phone by following the instructions on your proxy card (1-800-652-8683). | |
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| | | | Vote by Mail You can vote your shares by mail by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to: Proxy Services C/O Computershare Investor Services P.O. Box 43101 Providence, RI 02940-5067 | |
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Your Vote is Important
Whether or not you plan to attend the 2024 Annual Meeting, we request that you vote (a) online, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2024 Annual Meeting.
You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later dated proxy by Internet, telephone or mail or by attending the 2024 Annual Meeting and voting.
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2024 Annual Meeting, you must obtain from the record holder a proxy issued in your name.
Our Current Board of Directors
| · Name · · · · Age · · · · Director Since · · · · Primary (or Former) Occupation · · · · Independent · · · · Committee Memberships · | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Bradley W. Buss | | | | | | 60 | | | | | | | 2020 | | | | | Former Chief Financial Officer of SolarCity Corporation and former Chief Financial Officer of Cypress Semiconductor Corporation | | | | Yes | | | | A, CO, NG* | |
| | Lydia H. Kennard | | | | | | 69 | | | | | | | 2020 | | | | | Founder and Chief Executive Officer of KDG Construction Consulting | | | | Yes | | | | NG | |
| | Derek J. Kerr | | | | | | 59 | | | | | | | 2023 | | | | | Former Vice Chair and Chief Financial Officer of American Airlines | | | | Yes | | | | A | |
| | Kristy Pipes | | | | | | 64 | | | | | | | 2022 | | | | | Former Chief Financial Officer of Deloitte Consulting | | | | Yes | | | | A* | |
| | Troy Rudd | | | | | | 59 | | | | | | | 2020 | | | | | Chief Executive Officer, AECOM | | | | No | | | | None | |
| | Douglas W. Stotlar† | | | | | | 63 | | | | | | | 2014 | | | | | Former President and Chief Executive Officer, Con-way Inc. | | | | Yes | | | | A, CO | |
| | Daniel R. Tishman | | | | | | 68 | | | | | | | 2010 | | | | | Principal and Vice Chairman of Tishman Holdings Corporation | | | | Yes | | | | CO*, NG | |
| | Sander van ’t Noordende | | | | | | 60 | | | | | | | 2021 | | | | | Chief Executive Officer of Randstad; Former Global Chief Executive of Products Operating Group at Accenture | | | | Yes | | | | CO, NG | |
| | General Janet C. Wolfenbarger | | | | | | 65 | | | | | | | 2015 | | | | | General (Retired), United States Air Force | | | | Yes | | | | A, NG | |
| | A = Audit Committee CO = Compensation and Organization Committee NG = Nominating and Governance Committee | | | * = Committee Chair † = Chairman of the Board | |
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Commitment to Best-in-Class Governance
Direct engagement between AECOM management and the Board with our stockholders creates the greatest degree of alignment and best in class governance outcomes. As a result, our governance structure includes the following features:
| | Board Oversight and Governance Disclosures | | | | ✔ Separate Chairman and CEO roles. ✔ A highly diverse Board with a great breadth of expertise. ✔ Corporate Governance Guidelines amended in November 2023 to set a director maximum term of service limit at 12 years and establish mandatory director retirement age at 72 for new directors, consistent with the board refreshment and succession planning objectives. ✔ Annual publication of political contributions disclosure to provide transparency into the Company’s government and political engagements. | |
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| | Commitment to Sustainability and Resilience | | | | ✔ Maintain an internal Global ESG Council co-led by Company President Lara Poloni and Chief Legal Officer David Gan and comprised of leaders across the organization to elevate and drive our commitment to best-in-class ESG practices throughout the Company. ✔ Incorporate ESG-related key performance indicators (KPIs) in compensation metrics for CEO and other Named Executive Officers (“NEOs”). ✔ Annual publication of ESG report that includes disclosures aligned with the TCFD and SASB reporting frameworks. | |
| | Majority Voting | | | | ✔ Majority voting in uncontested elections of directors | |
| | Governance to Protect Stockholder Interests | | | | ✔ Allow for proxy access for director nominations ✔ Stockholders have the right to call a special meeting of stockholders ✔ No supermajority requirement to approve business combinations | |
This strong governance structure is intended to safeguard and promote the long-term interests of AECOM and its stockholders consistent with the Company’s commitment to maximize long-term value.
Corporate Governance Highlights
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| | Audit, Compensation and Organization, and Nominating and Governance Committees Consist Entirely of Independent Directors | | | | Yes | |
| | Annual Election of All Directors | | | | Yes | |
| | Annual Advisory Say-on-Pay Vote | | | | Yes | |
| | All Directors Attended More than 75% of Meetings Held | | | | Yes | |
| | Independent Directors Meet Regularly in Executive Session | | | | Yes | |
| | Annual Board and Committee Self Evaluations | | | | Yes | |
| | Code of Business Conduct and Ethics | | | | Yes | |
| | Corporate Governance Guidelines | | | | Yes | |
| | Director Term of Service Limits and Mandatory Retirement Age | | | | Yes | |
| | Stock Ownership Guidelines for Directors and Executive Officers | | | | Yes | |
| | Stockholder Rights Plan (Poison Pill) | | | | No | |
| | Proxy Access | | | | Yes | |
| | Stockholder Right to Call a Special Meeting | | | | Yes | |
| | Supermajority Provision to Approve Business Combinations | | | | No | |
| | Adopted Majority Voting in Uncontested Director Elections | | | | Yes | |
| | Separation of CEO and Chairman Roles | | | | Yes | |
Executive Compensation Practices
Our executive compensation program provides competitive packages that attract, motivate, reward and retain key talent critical to achieving long-term financial and strategic objectives, meeting our ongoing commitment to sustainability, diversity, and inclusion, and creating long-term stockholder value.
What We Do:
| | ✔ Pay for Performance — We condition a majority of the compensation opportunity for our NEOs on the achievement of key measures of value creation, including Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), adjusted earnings per share growth, free cash flow, Return on Invested Capital (“ROIC”) improvement, and Relative Total Stockholder Return (“TSR”). | |
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| | ✔ Rigorous Goal Setting — We undergo a detailed process of analyzing and reviewing a number of factors including, but not limited to our short and long-term financial plan; investor expectations; industry and peer performance; industry benchmarking; overall achievability; and stockholder value creation. | |
| | ✔ Stockholder Engagement — We engage with stockholders throughout the year on proxy and governance matters, including direct outreach to stockholders that represent the ownership of more than 50% of our stock. | |
| | ✔ Stock Ownership Guidelines — We have stock ownership guidelines that require NEOs to maintain a significant equity stake in the Company to align the interests of management with stockholders. The CEO ownership guideline is six times the base salary and the guideline for other NEOs is three times base salary. | |
| | ✔ Independent Consultant — We utilize the services of an independent compensation consultant who does not provide any other services to the Company. | |
| | ✔ Clawback Policy — We updated our clawback policy in compliance with Rule 10D-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and NYSE Listing Standards, which requires us to recoup erroneously awarded incentive-based compensation paid to current and former officers in connection with an accounting restatement. | |
| | ✔ Risk Assessment — Our compensation consultant performs an independent risk assessment of compensation programs. | |
| | ✔ Competitive Analysis — We annually seek to understand labor market trends pertaining to amount and form of executive pay delivery through comprehensive competitive analyses. | |
| | ✔ Annual Say-on-Pay Vote — We have a policy to hold an advisory vote to approve the Company’s executive compensation on an annual basis. | |
What We Don’t Do:
| | ✘ Dividends and Dividend Equivalents on Unvested Awards — Our stock plan prohibits the payout of dividends or dividend equivalents on unvested long-term incentive equity awards unless and until the underlying award vests. | |
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| | ✘ Stock Option Repricing — Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights without stockholder approval. | |
| | ✘ Single Trigger Equity Acceleration — We do not maintain plans or agreements that provide for automatic “single trigger” equity acceleration or bonus payments in connection with a change in control (rather, any payment of benefit requires a qualifying termination of employment in connection with a change in control known as “double trigger”). | |
| | ✘ Tax Gross-Ups — We do not provide tax gross-ups to NEOs. | |
| | ✘ Hedging and Pledging — We prohibit hedging transactions involving AECOM common stock and do not allow trading in puts, calls, options or other similar transactions. In addition, we prohibit the pledging of AECOM common stock except in certain limited circumstances subject to Company approval and demonstration of the ability to repay the applicable loan without selling such securities. | |
Environmental, Social and Governance Matters
We are a leader in environmental sustainability, social responsibility, and corporate governance, both within our operations and through our technical work for clients. We embrace sustainability by striving to make a positive, lasting impact on society and the environment. We have both a significant opportunity and a responsibility to protect, enhance and restore the world’s natural and social systems.
We are committed to addressing the effects of climate change as a key priority for our sustainability program, including by advancing ambitious greenhouse gas emissions reduction targets. To this point, in fiscal 2022, we were among the first companies globally to have set net zero emissions reduction targets approved by the Science Based Targets Initiative (SBTi), which are designed to exceed the goals of the Paris Agreement on climate change and align with a 1.5-degrees warming scenario. These net zero emissions reduction goals include a near-term target to reduce Scope 1, 2 and 3 emissions by 50% by 2030 and a long-term target to reduce total emissions by 90% by 2040. Importantly, we have made strong progress on these targets already, with Scope 1 and 2 emissions declining by 61% in fiscal 2023 as compared to our fiscal 2018 baseline, contributing to a total emissions reduction of 23% as compared to our baseline year. Our emissions reduction ambitions build upon our commitments as a signatory to the UN Global Compact.
In addition, we continue to invest in proprietary innovations and digital solutions to positively impact the planet, such as our AI-enabled flood modeling tool that is more than 300% faster than traditional methods and significantly more accurate. We have also developed our proprietary DE-FLUOROTM water treatment solution to destroy per and polyfluoroalkyl substances (PFAS) on-site. Across our water practice, our services have contributed to water and wastewater treatment centers that combined treat more than 18 billion gallons of water, reaching more than 150 million people, every day. We are also leading on decarbonization measurement, biodiversity impact and re-wilding, such as through our innovative work at the National Capital Laboratory (NCL) in the U.K., where we are restoring 100 acres of forest and reintroducing lost species. Our work at the NCL won the 2022 Verdantix Innovation Excellence Award for Sustainability Strategy Implementation for success in analyzing and measuring biodiversity impact, underscoring the significant positive impact we can have on nature and biodiversity.
Driving ESG Across Our Operations
We maintain an enterprise-wide Global ESG Council to coordinate and drive consistent execution of our environmental, social and corporate governance (“ESG”) initiatives across AECOM. The Council’s functions include: (i) assessing the impact of the Company’s services and operations and advising on how the Company may enhance its ESG performance; (ii) advising on appropriate global ESG goals, commitments and targets; (iii) advising on suitable resourcing and investments to fulfill and deliver on the Company’s ESG commitments; (iv) shaping the Company’s ESG policies and disclosure; (v) assessing the potential impact of climate change on the Company’s services and operations and providing a global forum to share ideas on how the Company’s unique offerings and solutions can enable mitigation, adaptation and resilience to climate change that will develop and support buildings, infrastructure assets and communities; and (vi) providing a risk framework for evaluating client opportunities to ensure that they align with our ESG objectives. The Council is composed of employees with relevant professional expertise and experience including strategic and market sector leadership; consulting expertise; operations; procurement, legal, investor relations, treasury, real estate and facilities management and other corporate functions. Our Board has oversight over ESG matters. Additional information regarding our ESG initiatives is located on the investor relations section of our website, at https://investors.aecom.com/esg.
Commitment to Our People (Human Capital Management)
Our principal asset is our employees, the majority of which have technical and professional backgrounds and undergraduate and/or advanced degrees in their respective areas of expertise. At the end of our fiscal 2023, we employed approximately 52,000 persons. We believe that the quality and level of service that our professionals deliver are among the highest in our industry.
We are committed to enhancing our position as a leading employer in our industry by attracting and retaining some of the best technical professionals in the world. Critical to our continued success is our ability to offer a compelling employee value proposition that promises competitive pay and benefits, an inclusive environment that supports flexibility and well-being and encourages collaboration and innovation, and a shared commitment to technical excellence, continuous learning and career growth. This understanding informs our approach to managing our human capital resources. Our human capital objectives and initiatives are overseen by our Board as per our Corporate Governance Guidelines.
Additional information on our human capital management initiatives can be found on pages v to xvii of this document.
Workplace Accolades:
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