Independent
Tenure on this board
5.8 yrs
Also a director at
Marvell Technology Inc (MRVL)Quantumscape Corp (QS)
8 nominees · 3 ballot items.
Elect eight directors to the Board, ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, and vote on an advisory resolution to approve the Company’s executive compensation (Say-on-Pay).
Elect each of the eight director nominees to serve until the 2027 Annual Meeting of Stockholders.
Ratify the Audit Committee’s selection of Ernst & Young LLP as AECOM’s independent registered public accounting firm for fiscal year 2026.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks stockholders to approve the Company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables in the proxy statement (a non-binding "Say-on-Pay" vote). Management is seeking shareholder approval to validate that its compensation design—comprised of a mix of base salary, performance-based annual cash incentives, time-vested RSUs, and multi-year Performance Earnings Program (PEP) awards—aligns executives’ interests with long-term shareholder value creation. The Company emphasizes that a majority of NEO pay is performance-based and equity-linked (e.g., PEP metrics include ROIC, Adjusted EPS growth and Relative TSR), and that annual and long-term incentive targets were set to be rigorous and tied to guidance and long-term plans. The proposal is contextualized by the Company’s strong fiscal 2025 results—record net service revenue, margin expansion, adjusted EBITDA and adjusted EPS growth—and substantial share repurchases and dividend increases, which management cites as evidence of pay-for-performance alignment. The vote is advisory and non-binding, but the Board and Compensation Committee state they will review and consider the voting outcome when evaluating future compensation decisions. Institutional engagement is highlighted; management notes it engages with holders representing over 50% of shares to solicit feedback and used an independent consultant in setting pay practices. Potential investor concerns include the quantum and structure of long-term awards (notably multi-year PEP grants and the mix between TSR-based market measures and financial metrics), the existence of change-in-control and severance protections, and disclosure of performance targets (some targets are omitted as competitively sensitive). The Board’s recommendation to vote FOR is grounded in its assessment that the program drives retention, incentivizes achievement of strategic objectives, and that compensation outcomes in 2025 were supported by strong operational and stock performance; however, because the vote is advisory, investors should weigh the non-binding nature, the specifics of incentive design, and the company’s responsiveness to stockholder feedback when assessing governance risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIMECAP MANAGEMENT CO/CA/ | 6.73% | 8,647,073 | $733M |
| 2 | BlackRock, Inc. | 5.54% | 7,125,361 | $604M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 5,800,366 | $492M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.28% | 5,506,279 | $467M |
| 5 | STATE STREET CORP | 3.92% | 5,041,460 | $428M |
| 6 | BlackRock, Inc. | 3.23% | 4,148,402 | $352M |
| 7 | FIRST TRUST ADVISORS LP | 2.35% | 3,024,253 | $257M |
| 8 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.03% | 2,614,255 | $222M |
| 9 | Invesco Ltd. | 1.68% | 2,159,061 | $183M |
| 10 | Pictet Asset Management Holding SA | 1.66% | 2,128,362 | $181M |
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