How many votes can be cast by shareholders?
Each share of common stock is entitled to one vote. There is no cumulative voting. There were 124,017,105 shares of common stock outstanding and entitled to vote on December 2, 2024 (the “Record Date”).
How many votes must be present to hold the Annual Meeting?
A majority of the outstanding shares of common stock as of the Record Date must be present at the Annual Meeting in person, via the virtual meeting platform or by proxy in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person or virtually and vote during the meeting, a proxy card or voting instruction card has been properly submitted by you or on your behalf, or you have voted electronically via the Internet or by telephone. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. A “broker non-vote” is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee but for which the broker or other nominee (1) lacks the discretionary authority to vote on an applicable matter and (2) has not received voting instructions from the beneficial owner in respect of such matter.
How many votes are required to elect directors and approve the other proposals?
Proposal No. 1 (Election of directors): Each director is elected by a majority of the votes cast with respect to such director in uncontested elections, which means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee. Abstentions and broker non-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.
Proposal No. 2 (Advisory vote to approve executive compensation): The approval of the advisory resolution on the Company’s executive compensation requires the affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote against this advisory resolution. Broker non-votes will have no effect on the outcome of this advisory votes. The results of advisory votes are not binding on the Board of Directors.
Proposal No. 3 (Charter amendment to remove the supermajority voting requirements for changes to the authorized number of shares of preferred stock): The affirmative vote of at least 75% of the Company’s outstanding shares entitled to vote is necessary to approve the proposed amendment of the Charter to remove the supermajority voting requirement for changes to the authorized number of shares of preferred stock of the Company. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Proposal No. 4 (Charter amendment to remove the supermajority voting requirement for bylaw amendments): The affirmative vote of at least 75% of the Company’s outstanding shares entitled to vote is necessary to approve the proposed amendment of the Charter to remove the supermajority voting requirement for bylaw amendments. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Proposal No. 5 (Charter amendment to remove the supermajority voting requirement for certain significant transactions): The affirmative vote of at least two-thirds of the Company’s outstanding shares entitled to vote is necessary to approve the proposed amendment to the Charter to remove the supermajority voting requirement for certain significant transactions. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Proposal No. 6 (Charter amendment to remove the super majority voting requirements for certain Charter amendments): The affirmative vote of at least two-thirds of the Company’s outstanding shares entitled to vote is necessary to approve the proposed amendment to the Charter to remove the supermajority voting requirement for certain Charter amendments. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
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Proposal No. 7 (Charter amendment to remove the voluntary reorganization provision): The affirmative vote of at least a majority of the Company’s outstanding shares entitled to vote is necessary to approve the proposed amendment to the Charter to remove the voluntary reorganization provision. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Proposal No. 8 (Ratification of the appointment of Ernst & Young LLP as independent auditors): The ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2025 requires the affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote against this proposal. This Proposal is considered a routine matter with respect to which a broker or other nominee can generally vote in their discretion. Therefore, no broker non-votes are expected in connection with this Proposal.
How do I vote by proxy?
You can vote your shares by completing and returning the proxy card or voting instruction card that was sent to you or by voting your shares electronically via the Internet or by telephone. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card or voting instruction card. Voting instructions are printed on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. You are encouraged to vote by proxy as soon as possible, even if you plan to attend the Annual Meeting in person or via the virtual meeting platform.
What if I don’t vote on some of the proposals?
If you return your signed proxy card or voting instruction card in the envelope provided to you but do not mark selections, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to such selections. Similarly, when you vote electronically on the Internet and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to the matters on which you did not vote. In connection therewith, the Board of Directors has designated Robert V. Pragada, Venk Nathamuni and Justin C. Johnson as proxies. Shareholders that vote by telephone must vote on each matter. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, or by Internet or telephone, your shares will be voted in accordance with your instructions.
What if I hold my shares in a brokerage account or through a bank or other nominee?
If you are a beneficial owner and hold your shares in street name through a broker, bank or other nominee and do not return the voting instruction card, the broker, bank or other nominee will vote your shares on each matter at the Annual Meeting for which it has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms, but do not have discretion to vote on the election of directors, any advisory vote regarding the Company’s executive compensation, any advisory vote on the frequency of shareholder advisory votes on executive compensation, on most charter amendments or on amendments to stock equity plans. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly as a holder of record or indirectly through a broker, bank or other nominee or through the Jacobs 401(k) Plans (as defined below). You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.
What if I hold my shares in the Jacobs 401(k) Plans?
If your shares of Company common stock are held in the Jacobs 401(k) Plus Savings Plan or the Jacobs Union 401(k) Plus Savings Plan (together referred to as the “Jacobs 401(k) Plans”), you will receive a voting instruction card allowing you to instruct the trustee of the Jacobs 401(k) Plans how to vote such shares. The trustee will vote the shares credited to your account in accordance with your instructions, provided the trustee determines it can do so in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Pursuant to ERISA, the trustee would only be prevented from voting the shares credited to your account in
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accordance with your instructions if the independent fiduciary of the Jacobs 401(k) Plans, State Street Global Advisors (“SSGA”), deems that following the instructions would be a violation of the trustee’s fiduciary duties. To allow sufficient time for voting by the trustee of the Jacobs 401(k) Plans, your voting instructions must be received by January 24, 2025, at 11:59 p.m. EST. If you do not send instructions regarding the voting of shares in your Jacobs 401(k) Plan account(s), or if your instructions are not received in a timely manner, SSGA will direct the trustee, in SSGA’s discretion, how to vote your shares. Please follow the instructions on your voting instruction card, which may be different from those provided to other shareholders. For the avoidance of doubt, if you are a participant in a Jacobs 401(k) Plan, you may not vote during the Annual Meeting, either in person or via the virtual meeting platform. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly as a holder of record or indirectly through a broker, bank or other nominee or through the Jacobs 401(k) Plans. You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.
Who pays for the proxy solicitation and how will the Company solicit votes?
The Company bears the expense of printing and mailing proxy materials and soliciting proxies. In addition to this solicitation of proxies by mail, the Company’s directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or electronic communication. These individuals will not be paid any additional compensation above their regular salaries and wages for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a total fee of up to $35,000 plus reimbursement of expenses. MacKenzie Partners, Inc. may solicit proxies in person, by telephone or electronic communication.
Can I change or revoke my vote?
Yes. Even if you sign and return the proxy card or voting instruction card in the form provided to you, vote by telephone, or vote electronically via the Internet, you retain the power to revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting. You can revoke your proxy or change your vote at any time prior to the Annual Meeting by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote at the Annual Meeting by timely delivering a valid, later-dated proxy or voting instruction card or by submitting a later-dated vote by telephone or electronically on the Internet or by voting in person or via the virtual meeting platform. However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker, bank or other nominee.
Whom can I contact if I have questions or need assistance in voting my shares?
Please contact MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies, at:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
proxy@mackenziepartners.com
Call Toll-Free: (800) 322-2885
or
Collect/International: +1 (212) 929-5500
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| Primary Area of Risk Oversight |
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Human Resource and
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• Regularly reviews compensation practices and policies to consider whether they encourage excessive risk taking • Reviews on an annual basis the assessment by the Company’s executive officers of the risk associated with the Company’s compensation programs covering its employees, including executives • Provides oversight with respect to succession planning for the CEO and other senior executives, monitors other key talent initiatives of the Company • Oversees and monitors the Company’s qualified and non-qualified benefit plans, including governance for such plans • Reviews ESG matters relating to human capital and related matters, including human resource related metrics used by the Company and any related public disclosures |
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Nominating and Corporate
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• Oversees risks associated with the independence of directors and Board nominees • Assists the Board in overseeing the activities with respect to compliance and business practice matters, including the Company’s corporate governance policies • Oversees ESG matters relating to corporate governance and compliance • Provides oversight in setting strategy and approach for corporate governance and shareholder rights, ethics and compliance, charitable giving and political donations |
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• Formed by the Board from time to time to evaluate and provide oversight with respect to specific matters or initiatives |
Pursuant to the Board’s instruction, the Company’s leadership regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including regular reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees. The Company’s Executive Vice President, Chief Legal and Administrative Officer, Senior Vice President, Office of Global Climate Response & ESG and Enterprise Risk Management, and Director, Enterprise Risk Program Management, also work closely with the management team to develop effective risk management strategies and practices.
Cybersecurity Governance Highlights
Cybersecurity is an important and integrated part of our enterprise risk management program that identifies, monitors and mitigates business, operational and legal risks. Our cybersecurity risk management process is integrated into our overall risk management process, and shares common methodologies, reporting channels and governance processes that apply across the risk management process to other legal, compliance, strategic, operational and financial risk areas. We recognize the importance of maintaining the trust and confidence of our customers, contractors, partners, and employees. As a result, we maintain a cybersecurity program, designed to proactively identify, assess, manage, mitigate, and respond to cybersecurity threats. Our Cybersecurity Organization develops, implements, and maintains this program, which is documented in our global cybersecurity policy. The underlying controls of the cybersecurity program are based on recognized best practices and standards for cybersecurity and information technology and is aligned to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.
We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our cybersecurity program maintains assessment protocols for proactively evaluating potential cybersecurity impacts and risks, supported by incident response procedures. We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, interconnectivity with business networks, system access controls and monitoring, and data back-up and recovery. Our cloud environments undergo continuous assessment, with firewall and backup systems designed to support operational resilience. We employ a Zero Trust Security framework that requires identity
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verification for network access, complemented by regular system assessments and monitoring. Our security controls include identity management programs, data loss prevention protocols, and threat detection capabilities. Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to merging threats. Similarly, our incident response program is regularly tested and updated to address emerging threat landscapes. To ensure organization-wide security awareness, cybersecurity training is mandatory and issued to all employees annually. Cybersecurity awareness is also included across other training programs, including our annual Code of Conduct and privacy training programs.
Third-party risk management is a critical component of our security strategy. We maintain oversight of service providers through a proactive monitoring approach, leveraging a cybersecurity questionnaire and security and privacy addendums to our contracts where applicable. We evaluate third party providers for maintenance of effective security management programs, compliance with information handling and asset management protocols, and require prompt notification of known or suspected cyber incidents.
To validate our security posture, we engage independent external parties to conduct regular penetration testing and security audits, and to provide cybersecurity consulting services. We maintain ISO 27001 certification for our global enterprise. Additionally, our IT General Controls (ITGC) undergo annual testing through Sarbanes-Oxley audits, which examine security controls relating to system changes, access management, system configurations, and data backup processes.
Our Board of Directors has ultimate oversight of cybersecurity and information security risk, which it manages as part of our enterprise risk management program. Specifically, the Board is assisted by the Audit Committee and the ESG and Risk Committee, which oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks, and reports to the Board. Throughout the year, our senior executives, including our Chief Information Security Officer (“CISO”), provide regular briefings to the full Board, the Audit Committee and the ESG and Risk Committee. These presentations cover technology trends, regulatory developments, disclosure requirements, legal issues, policies and practices, threat environment assessments, and ongoing security measures to prevent, detect, and respond to critical threats. The Board, the Audit Committee and the ESG and Risk Committee regularly discuss cybersecurity and information security risks with our senior executives. As part of our cybersecurity governance, we also utilize a Cybersecurity Steering Committee comprised of executive management, operational leaders, and cross-functional teams. Generally, this committee meets quarterly, or more frequently as appropriate, to review, assess and direct decisions related to cybersecurity and information systems matters.
Our cybersecurity program is led by our CISO, who reports to our Chief Information Officer (CIO). Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom have decades of experience and hold certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager, and through the use of technological tools and software and engagement with external consultants. Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and holds the following certifications: Certified Information Systems Security Professional (CISSP), a Certified Ethical Hacker (CEH), am FINRA Licensed (with a Series 99), and an Oracle Cloud Certified Professional (OCP). Our CISO and CIO regularly report directly to the Board, the Audit Committee and the ESG and Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate incidents. In addition, in the event of an incident, we intend to follow our incident response procedures that include notification processes to inform senior management and the Board of Directors as appropriate. In fiscal 2024, senior executives provided two briefings on cyber and information security to the full Board, in addition to periodic briefings on specific cyber incidents.
Board Leadership Structure
The Board’s current leadership is comprised of:
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Chair of the Board and CEO: Robert V. Pragada |
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Lead Independent Director: Louis V. Pinkham |
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Committee: Audit (Manny Fernandez, Chair), ESG and Risk (Julie A. Sloat, Chair), Human Resource and Compensation (Peter J. Robertson, Chair), and Nominating and Corporate Governance (Robert A. McNamara, Chair). The Chairs and all members of each Committee are independent. |
In a process led by the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee, the Board evaluates the appointment and role of the Chair on an annual basis. The Board does not have a policy on whether the positions of Chief Executive Officer and Chair of the Board should be combined.
During fiscal 2024, the roles of Chief Executive Officer and Chair were separate, with Mr. Demetriou serving as Executive Chair of the Board and Mr. Pragada serving as Chief Executive Officer. On September 27, 2024, the Company completed the spin-off of its Critical Mission Solutions and Cyber & Intelligence government services businesses and subsequent merger of those businesses with Amentum Parent Holdings LLC, forming an independent, publicly traded company called Amentum Holdings, Inc. (hereinafter the “CMS Separation Transaction”). Upon the closing of the CMS Separation Transaction, Mr. Demetriou resigned as a director and Executive Chair to join Amentum Holdings, Inc. (“Amentum”) as a director and Executive Chair, and Mr. Pragada was appointed as Chair of the Board.
The Board has determined that having Mr. Pragada serve as Chair provides significant advantages to the Board and the Company, as it allows the Board to benefit from his knowledge of the Company’s business and market opportunities and risks and facilitates communications and relations with other members of senior leadership. The Board also believes that having Mr. Pragada serve as Chair is advantageous to the Company when working with clients in certain areas of the world in which the title of Chair is significant.
Our Corporate Governance Guidelines provide that the Board will have a Lead Independent Director, to be designated by the Board from among the non-management directors, for as long as the positions of Chair and Chief Executive Officer are held by the same individual, or to the extent they are separate, and the Chair is not an independent director. Further, the Board believes that strong independent leadership is a critical aspect of effective corporate governance. Accordingly, during fiscal 2024, Mr. Christopher M.T. Thompson served as Lead Independent Director. Upon the closing of the CMS Separation Transaction, Mr. Thompson resigned from the Board to join Amentum as a director and Mr. Pinkham was appointed as Lead Independent Director.
The Board believes that a Lead Independent Director provides independent leadership, oversight and benefits for the Company and the Board that would be provided by an independent Chair, including by working with the Human Resource and Compensation Committee and the Chair of the Nominating and Corporate Governance Committee to evaluate the performance and compensation of the Chair and Chief Executive Officer.
The specific responsibilities of the Lead Independent Director include the following:
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Serving as the independent directors’ central point of communication with the Chair and Chief Executive Officer and working with the Chair and Chief Executive Officer to support appropriate compliance with Board policies; |
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Proactively engaging with the Chair and Chief Executive Officer as a key advisor on emerging issues and alternative courses of action; |
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Staying up-to-date about the organization and determining when an issue needs to be brought to the attention of the full Board or a committee; |
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Presiding at meetings of the Board at which the Chair and Chief Executive Officer is not present, including executive sessions of the independent directors, and advising the Chair and Chief Executive Officer on decisions reached and suggestions made during any session where he or she is not present; |
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Reviewing and discussing the schedule of Board meetings and meeting agendas (including framing the issues for Board consideration and setting and approving the Board agenda) with the Chair and Chief Executive Officer from time to time as appropriate; |
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Calling meetings of the independent directors; |
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Independence of Directors
The Board of Directors has adopted the Board of Directors Guidelines for Determining the Independence of its Members, which are accessible by following the link to “Investors—Corporate Governance—Corporate Governance & ESG” on the Company’s website at www.jacobs.com. The Board of Directors has affirmatively determined that, other than Messrs. Demetriou and Pragada, each person who served as a member of the Board of Directors during fiscal 2024 and each director nominee is independent under Section 303A.02 of the New York Stock Exchange (the “NYSE”)) listed company manual and the Company’s independence guidelines. Each member of each Committee of the Board is also independent (as defined by the applicable NYSE rules).
In addition, as further required by the NYSE’s listed company manual and the Company’s Independence Guidelines, the Board of Directors has made an affirmative determination that no material relationship exists between any independent director and the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In making this determination, the Board considered all relevant relationships, whether immaterial or material, between any director and the Company, as further described below.
Ms. Sloat previously served as the President, Chief Executive Officer and Chairman of the Board of American Electric Power Company Inc. (“AEP”). Select regulated electric utility subsidiaries of AEP have obtained transmission-related services from the Company. The payments made to the Company for these services in each of the past three fiscal years was substantially less than the greater of 2% of the consolidated gross revenues of AEP and $1 million.
After a review of the facts, using its business judgment, the Board of Directors determined that this relationship did not compromise the independence of Ms. Sloat.
Director Nominations
The Nominating and Corporate Governance Committee is responsible for recommending the selection of director nominees to the Board. Once potential candidates are identified, including those candidates nominated by shareholders and/or identified by outside advisors or search firms, the Chair of the Nominating and Corporate Governance Committee, the Lead Independent Director and the Chair and CEO review the backgrounds of those candidates with the Nominating and Corporate Governance Committee. Final candidates are then chosen and interviewed by other independent directors. Based on the interviews, the Nominating and Corporate Governance Committee then makes its recommendation to the Board of Directors. If the Board of Directors approves the recommendation, the candidate is nominated for election.
The Company’s Bylaws also provide for shareholder nominations of directors and a proxy access right for shareholders. Please see the requirements described below under “Shareholders’ Proposals” for additional information about these procedures. The Nominating and Corporate Governance Committee considers director candidates recommended by shareholders in accordance with these procedures in the same manner as it considers other candidates.
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Directors are also encouraged to attend at least one outside educational program each year on any subjects pertaining to the directors’ responsibilities such as “directors’ colleges.” Additionally, newly elected directors must participate in the Company’s orientation program for new directors.
Management Succession Planning and Development
The Board is committed to positioning Jacobs for further growth through ongoing talent management, succession planning and the deepening of our leadership bench strength. The Board has assigned to the Compensation Committee, as set forth in its charter, the responsibility to oversee the succession plans relating to the executive officers of the Company, including the CEO, and to recommend to the Board, with respect to succession planning, the selection of individuals for executive officer positions. Additionally, the Company’s Corporate Governance Guidelines require that the CEO report at least annually to the Compensation Committee and the Board on succession planning for the executive officers, other than CEO, and to make available, on a continuing basis, his or her recommendations concerning who is qualified to assume the role of CEO in the event the CEO becomes unable to perform his or her duties. Our emergency succession planning is intended to enable the Company to respond to unexpected position vacancies, including those resulting from a major catastrophe, natural disaster or other impactful event by continuing the Company’s safe and sound operation and minimizing potential disruption or loss of continuity to the Company’s business and operations.
Annual Board and Committee Evaluations
The Nominating and Corporate Governance Committee, together with the Lead Independent Director, coordinates regular Board performance evaluations. These evaluations are conducted through a combination of formal and informal processes, including the following, among others:
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The Board regularly conducts a self-evaluation of its performance. |
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The Lead Independent Director and/or the Chair of the Nominating and Corporate Governance Committee periodically conduct one-on-one interviews with directors regarding Board effectiveness and performance and report the results back to the Nominating and Corporate Governance Committee. |
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At least annually, the full Board receives updates on corporate governance best practices from an outside law firm. |
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At the end of each regular Board meeting, the Board holds an executive session at which feedback on the meeting is provided to the Chair and Lead Independent Director. |
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Annually, the Nominating and Corporate Governance Committee reviews the composition of the entire Board, including the backgrounds, skills and experience of the current directors, through the use of a skills matrix. |
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At least annually, each Committee conducts a formal self-evaluation and reviews its charter with the assistance of outside legal counsel. The Chair of the Nominating and Corporate Governance Committee attends the self-evaluation sessions in order to incorporate feedback into the overall Board self-evaluation process. |
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Feedback from these processes is communicated to the Chair of the Board, the Chair of the Nominating and Corporate Governance Committee and the Lead Independent Director so that appropriate follow-up measures can be discussed, implemented, and monitored. |
Attendance at Meetings of the Board and its Committees and the Shareholder Meeting
Overall director attendance at meetings of the Board and its Committees was 99% during fiscal 2024. Each individual director attended at least 75% of all meetings of the Board and all Committees on which they served during fiscal 2024. Board members are expected to attend annual meetings of shareholders. All of the members of our Board attended the 2024 Annual Meeting of Shareholders in person.
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Code of Ethics
In addition to the Corporate Governance Guidelines, the Board of Directors has adopted the following other codes, guidelines and policies:
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Code of Business Conduct and Ethics for Members of the Board of Directors; |
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Code of Ethics for the Chief Executive Officer and Senior Financial Officers; and |
These documents, along with the Corporate Governance Guidelines, serve as the foundation for the Company’s system of corporate governance. They provide guidance for maintaining ethical behavior, require that directors and employees comply with applicable laws and regulations, prohibit conflicts of interest and provide mechanisms for reporting violations of the Company’s policies and procedures.
In the event the Company makes any amendment to, or grants any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable Securities and Exchange Commission (“SEC”) rules, the Company will disclose such amendment or waiver and the reasons therefore on its website at www.jacobs.com.
Stock Ownership Guidelines
In an effort to more closely align the Company’s independent directors’ financial interests with those of our shareholders, the Board of Directors has established stock ownership guidelines for independent directors. Under these guidelines, the Company’s independent directors are expected to hold equity in the Company (taking into account the value of common stock owned, and outstanding restricted stock and restricted stock unit (“RSU”) awards held by the individual) valued at a minimum of five times their annual cash retainer within a reasonable time after initial appointment or election to the Board. Independent directors are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. As of the end of fiscal 2024, all independent directors who have served on the Board for at least 5 years exceeded these guidelines.
Similarly, the Company has established stock ownership guidelines for senior leadership. Under these guidelines, the Company’s senior leadership is expected to hold equity in the Company (taking into account the value of common stock owned, and outstanding RSU awards held by the individual, but excluding unvested performance share units or unexercised options) valued as follows:
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* Or equivalent if job titles change.
Members of senior leadership are not required to purchase shares of common stock to reach the applicable threshold but are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. This restriction does not apply to the withholding of shares to satisfy tax withholding requirements. As of the Record Date, all named executive officers (“NEOs”) exceeded their respective guidelines, other than Mr. Nathamuni who joined the Company as Chief Financial Officer in June 2024. Any sales by directors and executives are subject to the Company’s insider trading policy, which requires sales during open trading windows to be precleared by the Company’s General Counsel and Chief Financial Officer.
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Insider Trading Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an Insider Trading Policy to govern the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and all personnel identified as contract employees, independent contractors, agency workers, or anyone else with whom the Company or any subsidiary is in an employer-employee or principal-agent relationship, including any relative of a person to whom the policy applies and/or any entities influenced or controlled by such person, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended September 27, 2024.
Shareholder Engagement
Why We Engage
Understanding the issues that are important to our shareholders is critical to ensure that we address their interests in a meaningful and effective manner. It is also the foundation of good corporate governance. In that light, we engage with our shareholders on a regular basis throughout the year to discuss a range of topics, including our performance, strategy, risk management, executive compensation, corporate governance and ESG and sustainability.
We recognize the value of taking our shareholders’ views into account. Dialogue and engagement with our shareholders help set goals and expectations for our performance and facilitate identification of emerging issues that may affect our strategies, corporate governance, compensation practices, and other aspects of our operations.
When We Engage
How We Engage
Our shareholder and investor outreach and engagement takes many forms. We participate in numerous investor conferences and analyst meetings, hold our own investor events, host quarterly earnings calls, and meet
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with one or more of our shareholders in a variety of contexts and forums. As part of our shareholder engagement program, members of our Board, including our Lead Independent Director, also participate in many of these meetings to discuss a range of ESG matters, including executive compensation, corporate governance, and sustainability.
In addition, our Chair and Chief Executive Officer, Chief Financial Officer, Senior Vice President of Investor Relations and other senior management engage with our shareholders on a frequent basis, year-round, to discuss our strategy and our financial and business performance and to provide updates on key developments.
Topics of shareholder engagement in fiscal 2024 included corporate governance, capital deployment, executive compensation, ESG matters, business performance, strategic priorities and goals, firm culture, risk management, succession planning, climate risk and matters related to the CMS Separation Transaction completed at the end of fiscal 2024.
Shareholder Engagement in Fiscal 2024
Our Response to Shareholder Feedback
Shareholder feedback is delivered regularly to our Board and thoughtfully considered. Such feedback has led to modifications in our executive compensation programs, our corporate governance practices and our disclosures.
In connection with the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), the Company received a shareholder proposal requesting that the Company amend its governing documents to eliminate any voting requirements that call for a greater than simple majority vote and replace them with a majority of votes cast standard. Although this shareholder proposal was not properly presented at the meeting and therefore did not go to a vote, the Board and the Nominating and Corporate Governance Committee nonetheless remained committed to undertaking a comprehensive review of the Company’s supermajority voting requirements and to recommend any appropriate changes at the next annual meeting of shareholders, as outlined in the
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Company’s response to the shareholder proposal. In accordance with such commitment, over the last year, the Board and the Nominating and Corporate Governance Committee, with the assistance of outside corporate governance experts, carefully evaluated the advantages and disadvantages of each of the supermajority requirements contained in the Company’s governing documents, as well as other relevant considerations, including shareholder support for the shareholder proposal. As a result of this evaluation, the Board is recommending that shareholders approve certain amendments to the Charter to remove the supermajority voting requirements contained therein, as described in Proposals 3-7.
Contacting the Board of Directors
Generally — All communications required by law or regulation to be relayed to the Board of Directors are relayed promptly after receipt by the Company. Any communications received by the Company from shareholders that have not also been sent directly to the Board of Directors will be processed as follows: (1) if the shareholder specifically requests the communication be sent to the Board, the communication will then be promptly relayed to the Board and (2) if the shareholder does not request that the communication be sent to the Board of Directors, then the Company’s leadership will promptly relay to the Board all communications that the management of the Company, using its best business judgment, determines should be relayed to the Board.
Contacting the Board of Directors — Any shareholder, employee or interested party who desires to communicate with the Board may do so by writing to The Board of Directors, c/o Corporate Secretary, Jacobs Solutions Inc., 1999 Bryan Street, Suite 3500, Dallas, Texas 75201, in an envelope marked confidential.
Contacting Independent Directors — Any shareholder, employee or interested party who desires to communicate with the Company’s independent directors may do so as follows:
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Confidentially or anonymously through the Company’s Integrity Hotline, +1 (844) 543-8351; |
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By writing to Lead Independent Director, c/o Corporate Secretary, Jacobs Solutions Inc., 1999 Bryan Street, Suite 3500, Dallas, Texas 75201, in an envelope marked confidential; or |
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By sending an email to LeadIndependent.Director@Jacobs.com. |
Contacting the Audit Committee — Any shareholder, employee or interested party may submit at any time a good faith complaint regarding any questionable accounting, internal accounting controls, or auditing matters concerning the Company without fear of dismissal or retaliation of any kind. Employees are encouraged to report their concerns and complaints to the Company’s senior leadership or to the Audit Committee of the Board of Directors. Confidential, anonymous reports may be made as follows:
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Through the Company’s Integrity Hotline, +1 (844) 543-8351; |
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By writing to the Chair of the Audit Committee, c/o Corporate Secretary, Jacobs Solutions Inc., 1999 Bryan Street, Suite 3500, Dallas, Texas 75201, in an envelope marked confidential; or |
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By sending an email to Audit.Committee@Jacobs.com. |
Availability of Documents
The full text of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics for Members of the Board of Directors, the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Code of Conduct, the Committee Charters, the Board of Directors Guidelines for Determining the Independence of its Members, and the other corporate governance materials described in this Proxy Statement are accessible by following the link to “Investors — Corporate Governance — Corporate Governance & ESG” on the Company’s website at www.jacobs.com.
The Company will furnish without charge a copy of any of the foregoing documents to any person making such a request in writing and stating that he or she is a beneficial owner of common stock of the Company. Requests should be addressed to: Jacobs Solutions, Inc., 1999 Bryan Street, Suite 3500, Dallas Texas 75201, Attention: Corporate Secretary.
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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
Executive Summary
We operate with a pay-for-performance executive compensation philosophy in a challenging, highly competitive and rapidly evolving global environment. Our pay-for-performance philosophy is designed to attract and retain the world’s best talent throughout the company, including at our executive level. Our named executive officers (“NEOs”) serving as of the last day of the fiscal year ended September 27, 2024 were as follows:
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| Robert V. Pragada Chief Executive
Officer |
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Venk Nathamuni Executive Vice
President and Chief
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Steven J. Demetriou Fiscal 2024 Executive Chair |
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Joanne E. Caruso Executive Vice President, Chief
Legal and Administrative
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Patrick X. Hill Executive Vice President, and President, Global Operations |
Additionally, included as part of our NEOs for fiscal 2024 are Mr. Kevin C. Berryman, our former Chief Financial Officer who served as the Company’s interim Chief Financial Officer from March 29, 2024 through June 2, 2024 and currently serves Special Advisor to the Chief Executive Officer, and Ms. Claudia Jaramillo, our former Chief Financial Officer, who separated from the Company effective April 15, 2024. At the end of the fiscal year, Jacobs completed the CMS Separation Transaction, and Mr. Demetriou resigned as Executive Chair to join Amentum.
CMS Separation Transaction
On September 27, 2024, we completed the previously announced spin-off of our Critical Mission Solutions and Cyber & Intelligence government services businesses (which we refer to herein as “iCMS”), which was subsequently merged (the “CMS Separation Transaction”) with Amentum Parent Holdings LLC, forming an independent, publicly traded company called Amentum Holdings, Inc. (NYSE: AMTM) (“Amentum”). We recognized the need for certain of our compensation programs to be appropriately modified to take the CMS Separation Transaction into account (which was completed on the last day of our fiscal 2024 year), and also took certain actions previously agreed with Amentum Parent Holdings LLC pursuant to the Employee Matters Agreement, dated as of November 20, 2023 (the “Employee Matters Agreement”), entered into with Amentum. The Employee Matters Agreement provided that a portion of the unvested Jacobs restricted stock units (“RSUs”) held by iCMS employees would accelerate and vest and be settled in Jacobs common stock shortly prior to September 23, 2024 (the record date for the CMS Separation Transaction) and certain other equity awards held by such employees to be converted into equity awards of Amentum following the closing of the CMS Separation Transaction. In addition, the Compensation Committee determined to equitably adjust the equity awards held by employees who remained with Jacobs following the closing of the CMS Separation Transaction to reflect the separation and closing.
Our Executive Compensation Philosophy
Our vision is to provide superior client value based on long-term relationships and favorable returns to our shareholders through profitable growth. The Compensation Committee adheres to a compensation program that drives this vision by attracting and retaining highly qualified employees and motivating them to deliver value to our customers and shareholders. Accordingly, our executive compensation program:
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Provides executives with target total compensation that is competitive with the market; |
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The Compensation Decision Process
The Compensation Committee may, from time to time, directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. In fiscal 2024, the Compensation Committee engaged the services of Farient Advisors (the “Independent Consultant”), a global executive compensation consulting firm, to review and provide recommendations concerning all components of the Company’s executive compensation programs. The Independent Consultant performs services on behalf of the Compensation Committee and has no relationship with the Company or its executives except as it may relate to performing such services. The Independent Consultant also advises the Nominating and Corporate Governance Committee on non-employee director compensation. The Compensation Committee has assessed the independence of the Independent Consultant pursuant to the rules of the SEC and the NYSE and concluded that the Independent Consultant is independent, and no conflict of interest exists with respect to the services provided by the Independent Consultant to the Compensation Committee.
During fiscal 2024, the CEO and other members of our senior executive team worked with the Compensation Committee to help ensure that our executive compensation programs are competitive, ethical, and aligned with the Company’s values. For fiscal 2024, compensation decisions for the NEOs (other than our CEO and our Executive Chair) were made by the Compensation Committee after consultation with the CEO, and compensation decisions with respect to our CEO and our Executive Chair were approved by the full Board upon recommendation from the Compensation Committee.
At the 2024 Annual Meeting, approximately 97% of our shareholders approved of our executive compensation program by voting in favor of our “say-on-pay” proposal.
Assessing Compensation Competitiveness
The Compensation Committee, with the help of the Independent Consultant, regularly updates, and uses a peer group and compensation survey data to benchmark, the Company’s compensation program. For fiscal 2024, as part of its annual review, the Compensation Committee determined that the peer group should be comprised of (1) companies from a range of industries, including professional services, technology, defense and engineering that are competitive with the Company for business and executive management talent or (2) companies that provide IT consulting or technical services to government and large commercial clients. For fiscal 2024, the Company’s peers are generally within one-quarter to four times the size of the Company in terms of revenue and market capitalization.
Similar to prior years, to assess compensation competitiveness compared to the peer group, the Independent Consultant utilized comparative data disclosed in publicly available proxy statements, other documents filed with the SEC, and data from a comprehensive database of pay survey information.
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For awards made in fiscal 2024, the number of EPS Based PSU Awards that will vest (and the corresponding number of shares that will be issued) is based on the Company’s average adjusted EPS measured at the end of fiscal 2026. For grants made in fiscal 2022 and previous years, the Company’s average Adjusted EPS is measured at the end of each fiscal year and amounts are locked in annually but are not distributed until after the 3-year performance period.
For purposes of calculating the payouts for the EPS Based PSU awards:
“Adjusted EPS” for any fiscal period is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period.
“Adjusted Net Earnings” means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with Generally Accepted Accounting Principles (“GAAP”) (A) as may be adjusted to eliminate the effects of (1) costs associated with restructuring and integration activities; and (2) gains or losses associated with discontinued operations,* as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of the adjustment); (B) as adjusted for all gains or losses associated with events or transactions that the Compensation Committee has determined are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance (for these purposes, such events or transactions could include: (1) settlements of claims and litigation, (2) disposals of operations including a disposition of a significant amount of the Company’s assets, (3) losses on sales of investments, (4) changes in laws and/or regulations, and (5) acquisitions, dispositions, such as the CMS Separation Transaction, and/or strategic investments); (C) exclusion of amortization of purchased intangibles; and (D) normalized to a set effective tax rate as described in each grant’s issuance, such that fluctuations in actual effective tax rate are neither favorable nor unfavorable to performance.
*For fiscal 2024 results, CMS/C&I discontinued operations was included in adjusted net earnings for EPS and ROIC PSU award calculations for consistency with targets. However, costs and expenses associated with the CMS Separation Transaction and related restructuring activities were excluded. ECR-related discontinued operations were immaterial but excluded for consistency with targets.
The “EPS Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the Company’s Adjusted EPS as measured against the indicated fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant.
ROIC Based PSU Awards:
The Compensation Committee believes that ROIC is an effective means of linking executive compensation to value creation that holds leaders accountable for the efficient use of capital and has used this performance metric for awards since fiscal 2017.
For grants made in fiscal 2023 and 2024, the number of ROIC Based PSU Awards that will vest (and the corresponding number of shares to be issued) is based on the Company’s average adjusted ROIC measured at the end of the 3-year performance period. For grants made in fiscal 2022 and previous years, the Company’s average adjusted ROIC is measured at the end of each fiscal year and amounts are locked in annually but are not distributed until after the 3-year performance period.
For purposes of calculating the payouts for the ROIC Based PSU awards:
“Return on Invested Capital,” or ROIC, is computed by dividing Adjusted Net Earnings by the average of beginning and ending invested capital during the period, and where invested capital is the sum of equity plus long-term debt less cash and cash equivalents. For fiscal 2024, certain adjustments were applied to invested capital to reflect a balance sheet prior to the impact of CMS Separation Transaction, consistent with targets.
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The “ROIC Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the average Company’s ROIC over the relevant fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant.
RSU Awards
Vesting of RSU Awards
The annual RSU grants awarded to our NEOs on November 15, 2023 (except for Mr. Demetriou and Mr. Berryman) vest 25% per year on each of the first, second, third and fourth anniversaries of the grant date, subject to the NEO’s continuous employment through each such vesting date other than in the case of death, disability or a qualified termination event, in which case, vesting will accelerate. The RSUs granted to Mr. Demetriou on November 15, 2023 vested on September 18, 2024 in connection with the CMS Separation Transaction. The RSUs granted to Mr. Berryman on March 6, 2024 vested on November 15, 2024.
Dividend Equivalent Rights
All RSU awards are entitled to accumulated dividend equivalent rights that are subject to the same vesting, payment and other terms and conditions as the underlying award to which the dividend equivalent relates. The crediting of dividend equivalents is intended to treat the equity award holders consistently with shareholders and preserve the equity-based incentives intended by the Company when the awards were granted. The dividend equivalents pay in cash upon the vesting and settlement of the underlying RSUs and are forfeited if the underlying RSUs are forfeited.
Treatment of Outstanding Equity Awards in Connection with the CMS Separation Transaction
In connection with the CMS Separation Transaction, the parties entered into the Employee Matters Agreement, which sets forth the treatment of outstanding equity awards. Pursuant to the Employee Matters Agreement, (i) on September 18, 2024, a portion of the unvested Jacobs RSUs and PSUs held by employees who would become Amentum employees following the CMS Separation Transaction, including certain awards held by Mr. Demetriou, accelerated, vested and were settled in the Company’s common stock and (ii) any remaining RSUs and PSUs that were not accelerated were converted into Amentum RSU awards following the CMS Separation Transaction. In addition, following the CMS Separation Transaction, the Compensation Committee determined to adjust the equity awards held by employees who remained with Jacobs in order to preserve the intrinsic value of such awards.
Long-Term Incentive Plan Metrics and Performance Attainment — PSUs with Performance Periods Ending in Fiscal 2024
All of our NEOs, except for Mr. Nathamuni and Ms. Jaramillo, served as executive officers of the Company in fiscal 2021 and received grants of PSUs at that time. The 2021 PSUs awards were based on a 3-year performance period. The performance metrics associated with these PSUs, as well as weighting and the associated performance period are shown below:
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Beginning on the first day of fiscal 2021 and ending on the last day of fiscal 2023 |
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Executive Chair and the CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual COBRA premium for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services. In the event such termination occurs, unvested and outstanding equity awards are governed by the Stock Incentive Plan, as described below. |
Employment Agreements: As of the end of fiscal 2024, there are no employment agreements in effect with any of our NEOs except for Mr. Hill. Mr. Hill has an employment agreement with the Company because of our standard practice to enter into employment agreements with Australian employees.
Mr. Hill entered into an employment agreement, dated August 1, 2021, with Jacobs Group (Australia) Pty Ltd., a subsidiary of the Company, pertaining to his role as Executive Vice President, President of People & Places Solutions. Mr. Hill’s employment agreement provides for a renumeration package including an annual base salary, certain statutorily-required employer superannuation contributions, participation in the Company’s long-term and short-term incentive plans and certain other benefits, including leave entitlements and salary continuance insurance. In exchange, Mr. Hill’s employment agreement provides for compliance with various Company policies, including adherence to and participation in the Company’s BeyondZero initiative pertaining to environment, health and safety standards, and the Company’s standards for ethical behavior, as well as with certain restrictive covenants, including with respect to confidentiality, conflicts of interest, outside employment positions, anti-corruption obligations and non-solicitation.
Stock Incentive Plan: The Stock Incentive Plan provides that all plan participants, including the NEOs, who retire from the Company will receive a pro-rata portion of their outstanding PSUs, which will remain outstanding and will be eligible to vest as provided in the applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the applicable 3-year performance period. In the case of a participant whose employment is terminated due to death or Disability (as defined in the Stock Incentive Plan), the expiration date provided in the grant agreement will continue to apply for outstanding stock options, outstanding RSUs will vest on an accelerated basis as provided in the applicable grant agreement, and PSUs will remain outstanding and eligible to vest as provided in the applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the applicable 3-year performance period. Additionally, the terms of stock options, RSUs and PSUs provide for potential double trigger equity acceleration upon certain terminations following a Change in Control (as defined in the Stock Incentive Plan) as a means of focusing executive officers on shareholder interests when considering strategic alternatives. This means that if the executive officer’s employment is terminated without Cause or for Good Reason (each as defined in the Stock Incentive Plan) within two years following a Change in Control, then the executive officer’s awards will vest in full. In addition, if a Change in Control occurs and certain options, RSUs and PSUs are not assumed and continued by the acquiring or surviving corporation in the transaction (or a parent corporation thereof), then such awards will vest immediately, with awards that are subject to performance-based vesting criteria paid at a level based upon the Company’s actual performance as of the date of the Change in Control.
The estimated payments and benefits provided in each of the covered circumstances may be found under “Executive Compensation — Compensation Under Various Termination Scenarios” below.
Other Policies
Stock Ownership Guidelines
The Company has established the following stock ownership guidelines for its executive officers:
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The Compensation Committee reviews each executive officer’s shareholdings of Company stock with respect to these ownership guidelines each year. As of the Record Date, all NEOs exceeded their respective guidelines, except for Mr. Nathamuni who joined the Company in June 2024. See the discussion under “Corporate Governance — Stock Ownership Guidelines” above for further information.
Insider Trading and Policy on Hedging or Pledging of Stock
The Company’s insider trading policy contains stringent restrictions on transactions in Company stock by its executive officers and directors. All trades by the Company’s executive officers and directors must be pre-cleared and are subject to black-out periods. The executive officers and directors are not permitted to trade in puts or calls of Company stock, engage in short sales of Company stock, hedge or pledge Company stock or use Company stock as loan collateral or as part of a margin account.
Stock Options
The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. Accordingly, the Company has no policies or practices to disclose under Item 402(x) of Regulation S-K.
Clawback Policies
In accordance with SEC and NYSE rules, the Compensation Committee adopted a clawback policy, effective as of September 30, 2023 (the “Effective Date”). Pursuant to the policy, the Company is required to recover or “clawback” any erroneously awarded incentive-based compensation to our executive officers in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. This policy applies to all incentive-based compensation received by an executive officer of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement and after the Effective Date. In addition, we have an additional clawback policy for select top executives that allows the Compensation Committee to clawback all time-based and incentive-based compensation in the event of such executive’s violation of restrictive covenants or other misconduct, such as failure to supervise or conduct causing material financial, reputational or other harm to the Company or its business activities.
Compensation Risk Assessment
As part of its oversight, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. The Compensation Committee also retains the Independent Consultant to assist the Compensation Committee with an annual risk assessment of the Company’s compensation policies and practices.
In addition, the Company reviews all its compensation policies and practices, including incentive plan design and factors that may affect the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The Company’s pay philosophy provides an effective balance in cash and equity award mix, short- and long-term performance periods, financial and non-financial performance, and allows for the Compensation Committee’s discretion to make positive and negative adjustments to payouts under the Company’s compensation plans. Further, policies to mitigate compensation-related risk include stock ownership guidelines, vesting periods on equity awards, insider-trading prohibitions, and independent Compensation Committee oversight.
Based on this review, both for our executive officers and all other employees, the Company and the Independent Consultant concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed and approved this conclusion.
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INTRODUCTION TO PROPOSALS 3 – 7
Elimination of the Company’s Supermajority Voting Requirements
The Charter currently includes certain supermajority voting requirements that apply in limited situations. In connection with the 2024 Annual Meeting, the Company received a shareholder proposal requesting that the Company amend its governing documents to eliminate any voting requirements that call for a greater than simple majority vote and replace them with a majority of votes cast standard. Although this shareholder proposal was not properly presented at the meeting and therefore did not go to a vote, the Board and the Nominating and Corporate Governance Committee nonetheless remained committed to undertaking a comprehensive review of the Company’s supermajority voting requirements and to recommend any appropriate changes at the 2025 Annual Meeting, as outlined in the Company’s response to the proposal.
In accordance with such commitment, over the last year, the Board and the Nominating and Corporate Governance Committee, with the assistance of outside corporate governance experts, carefully evaluated the advantages and disadvantages of each of the supermajority requirements contained in the Company’s governing documents as well as other relevant considerations.
In particular, the Board and the Nominating and Corporate Governance Committee considered prevailing market practices in favor of majority voting, including among peer companies, the views of proxy advisors and other governance stakeholders, the amount of anticipated support received by the 2024 shareholder proposal, the feedback received from our shareholders following the 2024 Annual Meeting, and the Company’s desire to be responsive to shareholder concerns and preferences and overall commitment to maintaining strong governance practices. After weighing these considerations, the Board and the Nominating and Corporate Governance Committee have determined that eliminating all of the Company’s supermajority voting requirements is in the best interests of the Company and its shareholders. As a result, the Board has unanimously approved, and recommends that shareholders approve, certain amendments to the Company’s Charter to remove the supermajority voting requirements contained therein, as described in Proposals 3-7.
The Company is submitting each of these amendments to shareholders as separate and independent proposals so that shareholders can express their views on each supermajority voting requirement. The Board believes that each of the amendments set forth in Proposals 3-7 is advisable and in the best interests of the Company and its shareholders.
Different voting standards apply to the various provisions proposed to be amended or eliminated. Accordingly, different vote thresholds are required for the approval of Proposals 3-7, as specified in each Proposal below. None of Proposals 3-7 are conditioned on the approval of any other proposals.
Each of the proposed amendments set forth in Proposals 3-7 that are approved by the Company’s shareholders at the Annual Meeting will be reflected in a related certificate of amendment to the Charter and will become effective upon the filing of such certificate of amendment with the Secretary of State of the State of Delaware, which the Company intends to file as soon as reasonably practicable following the Annual Meeting. The Company may also file a Restated Certificate of Incorporation to integrate each of the approved amendments into a single document and make other non-substantive ministerial changes, such as conforming article numbering as needed.
The following descriptions of the proposed amendments to the Charter are summaries and are qualified by reference to the text of the proposed amendments, which are reflected in Annex A to this proxy statement (with deletions to the current provisions indicated by strike-outs and additions indicated by underlining).
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(c) The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of not less than 75% of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directors, considered for this purpose as one class.
(c)(d) Except as may be provided by the Board of Directors in a Preferred Stock Designation or by law,
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dividends may be declared and paid or set apart from payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends; |
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the holders of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring shareholder action, each share being entitled to one vote; and |
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upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests. |
(d)(e) The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.
Amendment if Proposal 4 is Approved
If shareholders approve Proposal 4 to remove the supermajority voting requirement for certain amendments to the Bylaws, Article 7 of the Company’s Certificate of Incorporation will be amended as follows:
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Bylaws shall not be made, repealed, altered, amended or rescinded by the shareholders of the Corporation except by the affirmative vote of the holders of not less than 75% a majority of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this Article 7 as one class. |
Amendment if Proposal 5 is Approved
If shareholders approve Proposal 5 to remove the supermajority voting requirement for certain significant transactions, Article 17 of the Company’s Certificate of Incorporation will be deleted in its entirety as follows:
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17. |
Notwithstanding any other vote that may be required under applicable law, and in addition thereto, the affirmative vote of holders of not less than two-thirds of the total voting power of all outstanding securities entitled to vote in the ordinary election of directors of the Corporation voting together as a single class, shall be required: |
(a) To adopt any agreement for, or to approve, the merger or consolidation of this Corporation with or into any other corporation except for mergers for which no shareholder vote is required under Section 253 of the Delaware General Corporation Law or any successor section;
(b) To authorize any sale, lease, transfer, exchange, mortgage, pledge or other disposition to any other corporation, person or entity of all or substantially all of the assets of this Corporation;
(c) To authorize the issuance or transfer by this Corporation of any voting securities of this Corporation in exchange or payment for the securities or assets of any other corporation, person or entity if such authorization is otherwise required by law or by any agreement between this Corporation and any national securities exchange or by any other agreement to which this Corporation is a party; or
(d) To adopt a plan or proposal for the liquidation or dissolution of this Corporation.
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2025 Proxy Statement |
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A-2 |
|
Pay vs Performance Disclosure
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12 Months Ended |
|
Sep. 27, 2024
USD ($)
$ / shares
|
Sep. 29, 2023
USD ($)
$ / shares
|
Sep. 30, 2022
USD ($)
$ / shares
|
Oct. 01, 2021
USD ($)
$ / shares
|
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between “Compensation Actually Paid” (herein referred to as “CAP”) to our CEO and our other NEOs as compared to the Company’s total shareholder return (“TSR”), the TSR of our selected peer group, our GAAP net income, and our company-selected performance measure, Adjusted EPS. As the table below demonstrates, there is a strong relationship between our financial outcomes, particularly TSR, and CAP for both our CEOs and the remaining NEOs. The Compensation Committee believes this illustrates the effectiveness of the Company’s approach. For further information concerning the Company’s performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” 2024 Pay vs. Performance Table
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Summary
Compensation
Table Total
for Former
CEO
(Demetriou)
(1) |
|
|
Compensation
Actually Paid
to Former CEO
(Demetriou)
(1) (3) |
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Summary
Compensation
Table Total
for CEO
(Pragada)
(2) |
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Compensation
Actually Paid
to CEO
(Pragada)
(2) (3) |
|
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Average
Summary
Compensation
Table Total
for Other
NEOs
(4) |
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Average
Compensation
Actually Paid
to Other
NEOs
(3) (4) |
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Value of
Initial Fixed
$100
Investment
Based On: |
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| |
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2024 |
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N/A |
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N/A |
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$12,119,945 |
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$15,617,273 |
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$3,809,218 |
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$3,870,719 |
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$173 |
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$157 |
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$773 |
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$8.00 |
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2023 |
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$6,433,775 |
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$16,401,745 |
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$10,898,649 |
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$15,676,003 |
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$4,128,458 |
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$7,040,687 |
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$150 |
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$122 |
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$667 |
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$7.20 |
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| |
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2022 |
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$14,615,521 |
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$16,124,394 |
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N/A |
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N/A |
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$4,242,112 |
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$3,513,697 |
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$119 |
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$106 |
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$644 |
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$6.93 |
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2021 |
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$16,275,230 |
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$39,002,853 |
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N/A |
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N/A |
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$6,557,631 |
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$10,527,045 |
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$144 |
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$133 |
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$477 |
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$6.29 |
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| (1) |
Fiscal 2023 compensation for Mr. Demetriou reflects his service as Chief Executive Officer until January 24, 2023, when he became Executive Chair. |
| (2) |
Fiscal 2023 compensation for Mr. Pragada reflects his service as Chief Executive Officer starting January 24, 2023, and compensation received under his prior role as President and Chief Operating Officer (“COO”). |
| (3) |
CAP reflects the SEC methodology, with adjustments for calculating CAP from the Summary Compensation Table values provided in the table below. |
| (4) |
NEOs used for the average NEO for each fiscal year are as follows: |
| |
- |
|
2024: Kevin Berryman, Joanne Caruso, Steven J. Demetriou, Patrick X. Hill, Claudia Jaramillo, and Venk Nathamuni |
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- |
|
2023: Steve Arnette, Kevin Berryman, Joanne Caruso, Steven J. Demetriou, Patrick X. Hill, and Claudia Jaramillo |
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- |
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2022: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, Patrick X. Hill, and Bob Pragada |
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- |
|
2021: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, and Bob Pragada. |
| (5) |
Cumulative TSR is measured as of a beginning date of October 1, 2020 (i.e., September 30, 2020 stock price is the base date for calculation); and peer group TSR reflects values for the S&P 1500 IT Consulting & Other Services Index, as disclosed in our fiscal 2024 Annual Report on Form 10-K. Both cumulative TSR and peer group TSR are calculated in the same manner as disclosed in our fiscal 2024 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K. |
| (6) |
Net Income reflects GAAP net income, as disclosed in our financial statements. |
| (7) |
The Company-selected measure that we believe represents the most important financial performance measure used to link CAP for fiscal 2023 to Company performance is Adjusted EPS. Adjusted EPS is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period. For a definition of Adjusted Net Earnings, please refer to page 48. | Adjustments to Calculate Compensation Actually Paid
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Deduct SCT
Stock &
Option
Awards |
|
|
Add Year-End Value of Unvested Equity Granted in Year |
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|
Add Year- End Value of Vested Equity Granted in Year |
|
|
Add Change
in Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add
Change in
Value of
Vested
Equity
Granted in
Prior Years |
|
|
Deduct
Value of
Awards
Forfeited
in Year |
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| |
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|
CEO (Pragada) |
|
$ |
12,119,945 |
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|
($ |
8,625,109 |
) |
|
$ |
9,791,702 |
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|
N/A |
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|
$ |
1,660,158 |
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|
$ |
670,577 |
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|
N/A |
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|
$ |
15,617,273 |
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| |
Average NEO |
|
$ |
3,809,218 |
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|
($ |
1,933,379 |
) |
|
$ |
1,444,070 |
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|
$ |
486,904 |
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|
$ |
433,510 |
|
|
($ |
79,450 |
) |
|
($ |
290,154 |
) |
|
$ |
3,870,719 |
|
| (1) |
The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements. |
|
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| Company Selected Measure Name |
Adjusted EPS
|
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|
| Named Executive Officers, Footnote |
| (4) |
NEOs used for the average NEO for each fiscal year are as follows: |
| |
- |
|
2024: Kevin Berryman, Joanne Caruso, Steven J. Demetriou, Patrick X. Hill, Claudia Jaramillo, and Venk Nathamuni |
| |
- |
|
2023: Steve Arnette, Kevin Berryman, Joanne Caruso, Steven J. Demetriou, Patrick X. Hill, and Claudia Jaramillo |
| |
- |
|
2022: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, Patrick X. Hill, and Bob Pragada |
| |
- |
|
2021: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, and Bob Pragada. |
|
|
|
|
| Peer Group Issuers, Footnote |
| (5) |
Cumulative TSR is measured as of a beginning date of October 1, 2020 (i.e., September 30, 2020 stock price is the base date for calculation); and peer group TSR reflects values for the S&P 1500 IT Consulting & Other Services Index, as disclosed in our fiscal 2024 Annual Report on Form 10-K. Both cumulative TSR and peer group TSR are calculated in the same manner as disclosed in our fiscal 2024 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K. |
|
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|
| Adjustment To PEO Compensation, Footnote |
Adjustments to Calculate Compensation Actually Paid
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| |
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|
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|
|
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|
|
Deduct SCT
Stock &
Option
Awards |
|
|
Add Year-End Value of Unvested Equity Granted in Year |
|
|
Add Year- End Value of Vested Equity Granted in Year |
|
|
Add Change
in Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add
Change in
Value of
Vested
Equity
Granted in
Prior Years |
|
|
Deduct
Value of
Awards
Forfeited
in Year |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
CEO (Pragada) |
|
$ |
12,119,945 |
|
|
($ |
8,625,109 |
) |
|
$ |
9,791,702 |
|
|
|
N/A |
|
|
$ |
1,660,158 |
|
|
$ |
670,577 |
|
|
|
N/A |
|
|
$ |
15,617,273 |
|
| |
Average NEO |
|
$ |
3,809,218 |
|
|
($ |
1,933,379 |
) |
|
$ |
1,444,070 |
|
|
$ |
486,904 |
|
|
$ |
433,510 |
|
|
($ |
79,450 |
) |
|
($ |
290,154 |
) |
|
$ |
3,870,719 |
|
| (1) |
The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements. |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,809,218
|
$ 4,128,458
|
$ 4,242,112
|
$ 6,557,631
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,870,719
|
7,040,687
|
3,513,697
|
10,527,045
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Adjustments to Calculate Compensation Actually Paid
|
|
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| |
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| |
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|
| |
|
|
|
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|
|
|
|
|
|
|
|
|
|
Deduct SCT
Stock &
Option
Awards |
|
|
Add Year-End Value of Unvested Equity Granted in Year |
|
|
Add Year- End Value of Vested Equity Granted in Year |
|
|
Add Change
in Value of
Unvested
Awards
Granted in
Prior Years |
|
|
Add
Change in
Value of
Vested
Equity
Granted in
Prior Years |
|
|
Deduct
Value of
Awards
Forfeited
in Year |
|
|
|
|
| |
|
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|
|
|
|
|
|
|
|
|
CEO (Pragada) |
|
$ |
12,119,945 |
|
|
($ |
8,625,109 |
) |
|
$ |
9,791,702 |
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|
|
N/A |
|
|
$ |
1,660,158 |
|
|
$ |
670,577 |
|
|
|
N/A |
|
|
$ |
15,617,273 |
|
| |
Average NEO |
|
$ |
3,809,218 |
|
|
($ |
1,933,379 |
) |
|
$ |
1,444,070 |
|
|
$ |
486,904 |
|
|
$ |
433,510 |
|
|
($ |
79,450 |
) |
|
($ |
290,154 |
) |
|
$ |
3,870,719 |
|
| (1) |
The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements. |
|
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|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
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|
| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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|
| Tabular List, Table |
Unranked List of the Company’s Most Important Financial Performance Metrics The table below lists our most important performance measures used to link CAP to our NEOs to company performance over the fiscal year ending September 27, 2024. These measures are used to determine payouts for our annual and long-term incentive plans. For more information on our incentive plan measures and goals, refer to “Compensation Discussion & Analysis.” The performance measures included in this table are not ranked by relative importance.
|
| |
Most Important Financial Performance Metrics |
| |
Adjusted EPS |
| |
Adjusted Operating Profit |
| |
ROIC |
| |
Adjusted EBITDA Margin |
| |
DSO |
|
|
|
|
| Total Shareholder Return Amount |
$ 173
|
150
|
119
|
144
|
| Peer Group Total Shareholder Return Amount |
157
|
122
|
106
|
133
|
| Net Income (Loss) |
$ 773,000,000
|
$ 667,000,000
|
$ 644,000,000
|
$ 477,000,000
|
| Company Selected Measure Amount | $ / shares |
8
|
7.2
|
6.93
|
6.29
|
| Measure:: 1 |
|
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|
|
| Pay vs Performance Disclosure |
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| Name |
Adjusted EPS
|
|
|
|
| Measure:: 2 |
|
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|
| Pay vs Performance Disclosure |
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| Name |
Adjusted Operating Profit
|
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|
| Measure:: 3 |
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|
| Pay vs Performance Disclosure |
|
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|
|
| Name |
ROIC
|
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|
|
| Measure:: 4 |
|
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA Margin
|
|
|
|
| Measure:: 5 |
|
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
DSO
|
|
|
|
| Demetriou [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
|
$ 6,433,775
|
$ 14,615,521
|
$ 16,275,230
|
| PEO Actually Paid Compensation Amount |
|
16,401,745
|
$ 16,124,394
|
$ 39,002,853
|
| PEO Name |
Demetriou
|
|
|
|
| Pragada [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 12,119,945
|
10,898,649
|
|
|
| PEO Actually Paid Compensation Amount |
$ 15,617,273
|
$ 15,676,003
|
|
|
| PEO Name |
Pragada
|
|
|
|
| PEO | Pragada [Member] | Stock And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (8,625,109)
|
|
|
|
| PEO | Pragada [Member] | Value of Unvested Equity Granted in Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
9,791,702
|
|
|
|
| PEO | Pragada [Member] | Value of Unvested Awards Granted in Prior Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,660,158
|
|
|
|
| PEO | Pragada [Member] | Value of Vested Equity Granted in Prior Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
670,577
|
|
|
|
| Non-PEO NEO | Stock And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,933,379)
|
|
|
|
| Non-PEO NEO | Value of Unvested Equity Granted in Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,444,070
|
|
|
|
| Non-PEO NEO | Value of Vested Equity Granted in Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
486,904
|
|
|
|
| Non-PEO NEO | Value of Unvested Awards Granted in Prior Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
433,510
|
|
|
|
| Non-PEO NEO | Value of Vested Equity Granted in Prior Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(79,450)
|
|
|
|
| Non-PEO NEO | Value of Awards Forfeited in Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (290,154)
|
|
|
|