Not independent
Tenure on this board
20.6 yrs
6 nominees · 4 ballot items.
Election of six directors; Advisory “Say-on-Pay” vote to approve named executive officers’ compensation; Approval of amendment to Employee Stock Purchase Plan to add 10,000,000 shares and change purchase periods to semi-annual; Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.
Elect six directors nominated by the Board to serve one-year terms until the 2027 Annual Meeting and until their successors are elected and qualified, or until resignation or removal.
Non-binding advisory vote to approve, on an annual basis, the compensation of the company’s named executive officers as disclosed in the proxy statement.
The advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as described in the CD&A and executive compensation tables. Management seeks approval to validate its pay-for-performance program, which emphasizes a high proportion of at-risk compensation tied to metrics such as revenue, operating income, cash flow, backlog, EPS growth and relative total shareholder return (TSR). The Compensation Committee highlights strong governance features — independent committee, independent consultant, clawback policy, double-trigger change-in-control protections, stock ownership guidelines, and no option re-pricing — as reasons investors should approve. The company notes prior investor outreach and a 92% approval at the 2025 say-on-pay vote, and will consider vote results in future compensation decisions. Approval would be advisory only and non-binding, but management intends to use feedback to inform future compensation design. The Board recommends a FOR vote, arguing the program aligns pay with long-term stockholder value and has appropriate risk mitigants.
Approve Board-authorized amendment to the ESPP to increase the share reserve by 10,000,000 shares and change purchase periods from annual to semi-annual (June 15 and December 15) following six-month purchase periods, increasing annual contribution capacity.
This management proposal requests shareholder approval to amend the ESPP to increase the share reserve by 10,000,000 shares and to change purchase timing from annual to semi-annual six-month periods, effectively doubling the potential annual employee contribution (from $5,000 per year under a single annual purchase to $10,000 annually via two $5,000 periods). Management seeks approval because the existing reserve is nearly exhausted (only 2,400 shares remained as of December 31, 2025) despite a large eligible population (~20,100 employees), which would prevent further participation absent approval. The amendment aligns the plan with market practice, supports employee ownership and retention, and maintains the plan’s tax-qualified structure under Code Section 423. The Board recommends FOR, citing the need for an adequate share reserve to sustain employee participation, the limited dilution (relative to outstanding shares), and promotion of employee engagement and alignment with stockholder interests.
Ratify the Audit Committee’s appointment of PwC as Tetra Tech’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.80% | 15,052,064 | $453M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.87% | 12,643,094 | $381M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 11,709,151 | $353M |
| 4 | Capital International Investors | 4.39% | 11,385,267 | $343M |
| 5 | Pictet Asset Management Holding SA | 3.72% | 9,644,792 | $290M |
| 6 | STATE STREET CORP | 3.71% | 9,635,912 | $290M |
| 7 | BlackRock, Inc. | 3.02% | 7,846,084 | $236M |
| 8 | Neuberger Berman Group LLC | 2.80% | 7,269,657 | $219M |
| 9 | SANDS CAPITAL MANAGEMENT, LLC | 2.57% | 6,658,823 | $201M |
| 10 | FIL Ltd | 1.86% | 4,829,857 | $145M |
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