AECOM
For the period ended Feb 28, 2025. Filed Jan 17, 2025.
View on SEC.govAbout this filing
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.
Feb 28, 2025 · Filed Jan 17, 2025
Contents
Proxy Statement Summary
Meeting Information
| Record Date: | January 6, 2025 |
|---|---|
| Meeting Date: | February 28, 2025, 10:00 a.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/MGQPQSJ. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Attending the Virtual Annual Meeting” section of the Proxy Statement. |
This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information
that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy
Statement first available to stockholders on January 17, 2025.
Stockholder Voting Matters
| ProposalNumber | Description | Board’s VotingRecommendation | PageReference |
|---|---|---|---|
| 1 | Elect directors to serve until our 2026 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 2025. | FOR | 20 |
| 3 | Approval of an amendment to the Company’s Certificate of Incorporation to update the exculpation provision under the Delaware General Corporation Law. | FOR | 22 |
| 4 | Advisory vote to approve our executive compensation. | FOR | 24 |
| 5 | Consider and act upon a stockholder proposal regarding the ratification of severance compensation, if properly presented. | AGAINST | 25 |
How to Vote
| Vote OnlineYou can vote your shares online by following the instructions on your proxy card(www.envisionreports.com/ACM). | Vote by PhoneYou can vote your shares by phone by following the instructions on your proxy card (1-800-652-8683). | Vote by MailYou 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: |
Your Vote is Important
Whether or not you plan to attend the 2025 Annual Meeting, we request that you vote (a) online, (b) by telephone or (c) by
requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as
promptly as possible in order to ensure your representation at the 2025 Annual Meeting.
You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation,
submitting a later dated proxy by Internet, telephone or mail or by attending the 2025 Annual Meeting and voting.
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the
2025 Annual Meeting, you must obtain from the record holder a proxy issued in your name.
| AECOM | 2 | 2025 PROXY STATEMENT |
|---|
Our Current Board of Directors
| Name | Age | DirectorSince | Primary (or Former) Occupation | Independent | Committee Memberships |
|---|---|---|---|---|---|
| Bradley W. Buss | 61 | 2020 | Former Chief Financial Officer of SolarCity Corporation and former Chief Financial Officer of Cypress Semiconductor Corporation | Yes | CO, NG* |
| Lydia H. Kennard** | 70 | 2020 | Founder and Chief Executive Officer of KDG Construction Consulting | Yes | NG |
| Derek J. Kerr | 60 | 2023 | Former Vice Chair and Chief Financial Officer of American Airlines | Yes | A, CO |
| Kristy Pipes | 65 | 2022 | Former Chief Financial Officer of Deloitte Consulting | Yes | A* |
| Troy Rudd | 60 | 2020 | Chief Executive Officer, AECOM | No | None |
| Douglas W. Stotlar† | 64 | 2014 | Former President and Chief Executive Officer, Con-way Inc. | Yes | A, CO |
| Daniel R. Tishman | 69 | 2010 | Principal and Vice Chairman of Tishman Holdings Corporation | Yes | CO* |
| Sander van ’t Noordende | 61 | 2021 | Chief Executive Officer of Randstad; Former Global Chief Executive of Products Operating Group at Accenture | Yes | CO, NG |
| General Janet C. Wolfenbarger | 66 | 2015 | General (Retired), United States Air Force | Yes | A, NG |
| A = Audit CommitteeCO = Compensation and Organization CommitteeNG = Nominating and Governance Committee | * = Committee Chair† = Chairman of the Board** = Director is not standing for re-election at the 2025 Annual Meeting |
|---|
| AECOM | 3 | 2025 PROXY STATEMENT |
|---|
Delivering Best-in-Class Governance
Direct engagement between AECOM management and the Board with our stockholders creates the greatest degree of
alignment and best in class governance outcomes. As a result, our governance structure includes the following features:
| Board Oversight and Governance Disclosures | Established lead independent director role to ensure continued best-in-class Board independence and oversight practices. |
| A highly diverse Board with a great breadth of expertise. | |
| Director maximum term of service limit set at 12 years. | |
| Mandatory director retirement age set 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. | |
| Commitment to Sustainability and Resilience | Maintain an internal Global Sustainable Legacies Council co-led by Company President Lara Poloni and Chief Legal Officer David Gan and comprised of leaders across the organization to elevate and drive our commitment to best-in-class sustainability practices throughout the Company. |
| Incorporate sustainability-related key performance indicators (KPIs) in compensation metrics for CEO and other Named Executive Officers (“NEOs”). | |
| Annual publication of sustainability 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.
| AECOM | 4 | 2025 PROXY STATEMENT |
|---|
Corporate Governance Highlights
| CurrentSizeof Board | Current Number of Independent Directors | AverageDirectorTenure (years) |
|---|---|---|
| 9 | 8 | 6.7 |
| 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 |
| AECOM | 5 | 2025 PROXY STATEMENT |
|---|
Executive Compensation Practices
Our executive compensation program provides competitive packages that attract, motivate, reward and retain key talent
critical to achieving long-term financial and strategic objectives, and creating long-term stockholder value.
What We Do:
Pay for Performance — A majority of the compensation opportunity for our NEOs is based on the achievement of key measures that drive value creation, including Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), segment adjusted operating margins, adjusted earnings per share growth, free cash flow, Return on Invested Capital (“ROIC”) improvement, and Relative Total Stockholder Return (“TSR”).
Rigorous Goal Setting — We undergo a detailed process of analyzing and reviewing a number of factors including, but not limited to our short and long-term financial plan; investor expectations; industry and peer performance; overall achievability; and impact on stockholder value creation.
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 specific equity stake in the Company to align the interests of management with stockholders. The CEO ownership guideline is six times the base salary and the guideline for other NEOs is three times base salary.
Independent Consultant — We utilize the services of an independent compensation consultant who does not provide any other services to the Company.
Risk Assessment — Our compensation consultant performs an independent risk assessment of compensation programs.
Clawback Policy — We have a clawback policy in compliance with Rule 10D-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and NYSE Listing Standards, which requires us to recoup erroneously awarded incentive-based compensation paid to current and former officers in connection with an accounting restatement.
Market Study 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.
Cash Severance Policy – We have a cash severance policy that does not allow cash severance benefits to exceed 2.99 times the sum of an executive officer’s base salary and annual target bonus without approval of our stockholders.
What We Don’t Do:
Dividends and Dividend Equivalents on Unvested Awards — Our stock plan prohibits the payout of dividends or dividend equivalents on unvested long-term incentive equity awards unless and until the underlying award vests.
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.
| AECOM | 6 | 2025 PROXY STATEMENT |
|---|
Environmental, Social and Governance Matters
| A leader in helping our clients deliver their most challenging projects | |||
| #1Transportation Design FirmWater Design FirmFacilities Design FirmEnvironmental Engineering FirmChemical RemediationMass TransitAirportsHighwaysDams and ReservoirsGreen Design Firm | #2Environmental FirmProgram ManagementWater Treatment and DesalinationWater Treatment Lines and AqueductsWastewater Treatment PlantsGreen ContractorEducation | #3BridgesMarine and Ports | #4Sewer and WasteHazardous Waste |
|---|---|---|---|
Our purpose of delivering a better world is at the core of all that we do. As the trusted global infrastructure leader, we are
determined and well-positioned to deliver positive, impactful and Sustainable Legacies for our company, our communities
and our planet. Through our projects and our operations, we have both a significant opportunity and a responsibility to
protect, enhance and restore the world’s natural and social systems. Through strategic nonprofit partnerships, pro bono
work, skills-based volunteering and philanthropy, our corporate responsibility platform is focused on delivering access to safe
and secure infrastructure to those who need it most, creating opportunity for the leaders of tomorrow and protecting our
planet so that our company can fulfill its purpose to deliver a better world. As part of our pro bono program, our technical
experts partnered with nonprofit organizations in their local communities to provide critical design, engineering and
infrastructure solutions.
Driving Sustainability Across Our Operations
We maintain a Global Sustainable Legacies Council to coordinate and drive consistent execution of our sustainability and
resilience initiatives across AECOM. The Council’s functions include: (i) assessing the impact of the Company’s services and
operations and advising on how the Company may enhance its sustainability performance; (ii) advising on appropriate global
sustainability goals, commitments and targets; (iii) advising on suitable resourcing and investments to fulfill and deliver on
the Company’s Sustainable Legacies commitments; (iv) shaping the Company’s sustainability-related policies and
disclosure; (v) assessing the potential impact of climate change on the Company’s services and operations and providing a
global forum to share ideas on how the Company’s unique offerings and solutions can enable mitigation, adaptation and
resilience to climate change that will develop and support buildings, infrastructure assets and communities; and (vi)
providing a risk framework for evaluating client opportunities to ensure that they align with our Sustainable Legacies
objectives. The Council is composed of employees with relevant professional expertise and experience including strategic
and market sector leadership; consulting expertise; operations; procurement, legal, investor relations, treasury, real estate
and facilities management and other corporate functions. Our Board has oversight over sustainability matters. Additional
information regarding our Sustainable Legacies initiatives is located on the investor relations section of our website, at
https://investors.aecom.com/esg.
Commitment to Our People (Human Capital Management)
Our principal asset is our employees, the majority of which have technical and professional backgrounds and undergraduate
and/or advanced degrees in their respective areas of expertise. At the end of our fiscal 2024, we employed approximately
51,000 persons. We believe that the quality and level of service that our professionals deliver are among the highest in our
industry.
| AECOM | 7 | 2025 PROXY STATEMENT |
|---|
We are committed to enhancing our position as a leading employer in our industry by attracting and retaining some of the
best technical professionals in the world. Critical to our continued success is our ability to offer a compelling employee value
proposition that promises competitive pay and benefits, an inclusive environment that supports flexibility and well-being and
encourages collaboration and innovation, and a shared commitment to technical excellence, continuous learning and career
growth. This understanding informs our approach to managing our human capital resources. Our human capital objectives
and initiatives are overseen by our Board as per our Corporate Governance Guidelines.
Additional information on our human capital management initiatives can be found on pages VI to VII of this document.
| AECOM | 8 | 2025 PROXY STATEMENT |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.