ACM AECOM

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We believe infrastructure creates opportunity for everyone—uplifting communities, improving access and sustaining our planet. By bringing together the best people, ideas, and technical expertise, we partner with clients to turn their ambitions into action, and we embrace our core values—Deliver, Collaborate, Innovate, Sustain, Thrive and Safeguard—in everything we do.

Troy Rudd Chief Executive Officer Dear Stockholders: As we begin the new year, I want to especially thank and congratulate our people for all that we have accomplished together throughout fiscal 2021. Without the contributions and dedication of our global teams, we would not have accomplished what was an outstanding year. While the effects of COVID-19 continued to impact our lives and business, we remained agile and stayed focused on keeping our people safe and enabling them to be successful. Against this backdrop, I could not be prouder of how we have supported one another throughout 2021 to collaborate and deliver for our clients, communities and stockholders. We celebrated numerous accomplishments this year that underscore the strength of our firm, including the following highlights: •Our company’s performance exceeded our expectations on every key financial metric for the year. We delivered accelerating organic net service revenue (NSR) growth, set new quarterly and annual records for margins, achieved double-digit earnings growth and had another year of strong free cash flow — all while increasing investments in our teams and innovation. •We launched our Think and Act Globally strategy to ensure we fully leverage collaboration throughout our business to bring the best of AECOM to each of our projects and gain greater market share with our clients. Encouragingly, we are seeing early proof points of success against this strategy with 18% contracted backlog growth in fiscal 2021, as well as 5% growth in total backlog within our design business. •Reflecting our leading position for ESG-related services, we also launched our Sustainable Legacies strategy that integrates four key pillars to embed sustainable development and resilience across our work, improve social outcomes for communities, achieve net zero carbon emissions at AECOM and enhance our governance. •Importantly, we continued to deliver for our clients and for our professionals — our client satisfaction scores achieved a record high in the year and employee engagement across our firm remains strong. In fact, in an employee survey conducted in September, 70% of our employees responded that they would recommend AECOM as a great place to work, far exceeding industry benchmarks. These accomplishments have contributed to our ability to create value for our stockholders. During the year, we repurchased nearly $1 billion of stock, which reduced our shares outstanding by approximately 12%. While our stock price is not the only measure of our success, I am nonetheless pleased to see AECOM set new all-time highs during the year and outperform all major market indices by double digits. As we look ahead, an improved funding environment highlighted by the passing of the Infrastructure Investment and Jobs Act in the U.S. and accelerating global investments in ESG-related initiatives is increasing demand for AECOM’s technical, advisory and program management capabilities. As a leading Professional Services provider, including being the No. 1 transportation, facilities, and environmental engineering firm, as well as the No. 2 water design firm as ranked by ENR, we are well positioned to capitalize on key growth opportunities across our markets and to deliver another year of excellent performance in fiscal 2022. Taken together, we made substantial progress in fiscal 2021 and are better positioned than ever for long- term success. On behalf of all our nearly 50,000 professionals, I thank you for your shared commitment to and passion for delivering a better world. Troy Rudd Chief Executive Officer I

Think and Act Globally AECOM is at its best when we collaborate globally to bring our unrivaled expertise, capabilities and innovation to bear for each of our clients. This focus is at the heart of our Think and Act Globally strategy, launched in November 2020, which guides our teams and business in achieving our strategic objectives and setting new standards of excellence in the professional services industry. Industry-Leading Value Creation Through the execution of our strategy, we expect to create significant value for our employees, clients and shareholders, including through the achievement of our long-term fiscal 2024 financial targets: Adjusted1 EPS Free Cash Flow2 +120% +100% $4.75+ $680M+ $2.15 $341M FY ‘20 FY ‘24E FY ‘20 FY ‘24E II

Our strategy comprises four main pillars: 1 Investing in our people2 Transforming how we work Our people are our greatest asset as a Professional Services organization, and we have invested in their success and momentum this past year. Through key initiatives across our company, we have prioritized equity, diversity and inclusion so our teams reflect the diversity of the clients and communities we serve, implemented our Freedom to Grow flexible work policy and continued to enable new ways of working through digital solutions and redesigned office spaces. In the last year, we have simplified our operating structure with clearer lines of accountability, which deploys the best global thinking and innovation on every project and promotes greater connectivity and collaboration across our global regions and business lines. Above all, we remain committed to making our company the best place to be in our industry where our professionals can grow meaningful careers with even more opportunity to help shape the future of infrastructure. We’ve advanced career development programs and have seen a continued high retention rate, especially among high performers. We are transforming the way we deliver work through technology and digital platforms to improve client experience and increase efficiency. Our investments resulted in the launch of Digital AECOM this past November to help clients accelerate their digital journeys and achieve better project outcomes by leveraging more than 2,000 integrated digital practitioners globally. Through our digital consulting services and digital products, we are providing the integrated solutions our clients demand to help advance increasingly ambitious infrastructure and ESG-related initiatives. As part of Digital AECOM, we have invested in innovation to bring new digital tools to market, such as those that improve public engagement on environmental reviews through our PlanEngage™ platform and help transit agencies hard-hit by COVID plan for recovery through our Mobilitics for Pandemic Response platform. We also began demonstration programs and validated an addressable global market of over half a billion dollars for our proprietary DE-FLUORO™ technology to eliminate PFAS contamination. 3 Extending client relationships 4 We are driving growth by prioritizing our core markets, leaning into our greatest strengths, and ensuring our best talent and resources are focused on nurturing client relationships. With industry-leading franchises and the premier technical experts in the industry, we’ve focused our teams on fully leveraging our strengths to gain market share, grow in adjacent markets and build durable, long-term relationships with our clients, particularly in our top nine geographies that represent more than 90% of our firm’s profitability. By bringing together the best of AECOM through our global Program Management business, we created new potential— and captured significant wins—as the U.S., Canada, Australia and other governments advance billions of dollars in stimulus and infrastructure investment across markets where we have leadership. This year we have won and worked on industry-leading projects both internationally and domestically, leveraging the collaboration of our global business lines with our regional teams and business groups. Some highlights include advancing $2.2 billion in terminal upgrades at John F. Kennedy Airport in New York, winning our fourth consecutive contract with the Dallas Independent School District to provide PM services for its $3.5-billion bond program, capturing a critical role on a $300 million flood mapping program with FEMA, winning a first-in-the-U.S. new energy wind port project and our selection to build the AECOM-designed Intuit Dome, the future home of the NBA’s Los Angeles Clippers. Leading in ESG We are building upon our position as a leading ESG company through our Sustainable Legacies strategy, and we have committed to working toward a more sustainable and equitable future through our own operational commitments and by helping our clients achieve their bold ESG ambitions. We have set new, more ambitious emissions reduction targets, including our commitment to achieving science-based net zero by 2030, launched our Thrive with AECOM initiative to advance our commitment to Equity, Diversity and Inclusion (ED&I) and published our first ESG report that includes our disclosures aligned with the SASB and TCFD frameworks, reflecting our commitment to transparently communicate our progress on our sustainability objectives. Commitment to achieving science-based net zero by 2030 Achieved operational net zero for fiscal 2021 III

Clients turn to AECOM for our proven ability to leverage our global scale, insights, and capabilities on any project, anywhere. This collaboration not only extends the lasting connections we build with our clients, it defines the way we work, how we innovate, and what we can achieve. It also reinforces our ability to be nimble to meet changing conditions and emerging needs. Drawing on the experiences of our teams and our clients during the pandemic, we advanced our Workplace of the Future program, developing a space and technology framework that allowed for seamless connectivity between home offices, company offices and client sites. We also advanced initiatives to enable the digital delivery of our work by establishing best practices and governance protocols for the digital reuse of core elements of the design process.Our emphasis on deepening collaboration in fiscal 2021 included an enhanced focus on advising clients through global ProgramManagement. Throughout the year, we grew our teams with the industry’s top talent to offer ongoing engagement through the program lifecycle, from day zero to delivery and beyond. Together, we managed our clients’ biggest and most important infrastructure delivery challenges, while helping them meet their social, economic and environmental ambitions. From planning, coordination, scheduling and cost control, to design, construction and commissioning, our professionals collaborateacross business lines and regions to deliver programs of national significance in transport, water, clean energy, environmental clean-up, international development, disaster recovery and more. We continue to shape the growth of the world’s major cities, while envisioning entire new urban areas to meet future needs. AlUla redevelopment program— the world’s largest living museum,Kingdom of Saudi ArabiaOur long -term strategic partnership with the Royal Commission for AlUla (RCU) will accelerate the regeneration of AlUla, acity located in the northwest of Saudi Arabia and a UNESCO World Heritage Site referred to as “the world’s largest living museum.” AlUla is a key element of the Kingdom of Saudi Arabia’s Vision 2030—to develop a global culture and tourism hub through significant public- private investment. Our global Program Management team is providing a range of integrated services to implement the $15-billion Phase 1 development in AlUla’s core 20-kilometer historical area. In a global effort involving five of AECOM’s regions and all business lines, we are helping accelerate business and investment opportunities, and demonstrate the pace of progress to revitalize AlUla as a responsible, sustainable and community-inclusive destination. Social, economic and sustainability projects across five uniquehubs will focus on infrastructure, hospitality, arts and culture, and social and community development. Dallas Independent School District, USAWe were selected to provide program management services for Phase 1 of the $3.5 billion Dallas Independent School District (DISD) 2020 Bond Program, our fourth consecutive contract with the district having provided program management services forDISD’s 2002, 2008, and 2015 Bond Programs. We will provide oversight and coordination of designers, consultants, contractors, and vendors as well as estimating, scheduling, and program control services on projects encompassing the constructionof new facilities and upgrades to existing facilities. DISD is the second-our largest public school district in Texas, serving more than 150,000 students at 226 campuses. Goals of the 2020 BondProgram include renovating or replacing aging schools, providing technology for students to learn virtually, and creating resource centers in neighborhoods identified as most in need. IV

The world is changing; our clients and communities are demanding fresh thinking and new solutions to their challenges. Intelligent automation and artificial intelligence, more efficient data management and insights, and innovative digital approaches to project delivery are driving productivity gains, accelerating progress towards sustainability and net-zero goals, and re-shaping our industry. AECOM is at the forefront of this transformation. Launched this past November, Digital AECOM is bringing together the potential of AECOM’s digital technologies to deliver a better world and provide greater connectivity between data, projects, and communities.As a part of AECOM’s sphere of innovation, Digital AECOM is an expanding ecosystem of tools, systems, and processes — and a team of over 2,000 digital practitioners who understand both the urgency of the challenges facing the infrastructure industry, and our responsibility to respond in an impactful and enduring way.Integrated across the program and project lifecycle, and within our multidisciplinary infrastructure consulting services offering, Digital AECOM combines our leading industry knowledge with digital consulting services and products to define, develop, and implement personalized—and even disruptive—solutions that accelerate our clients’ digital journeys and achieve better outcomes. TMAccessible in the cloud, AECOM’s PlanEngageTM tool is an interactive online platform that drives better project outcomes via transparent communication and stakeholder engagement.Powerful and flexible visualization, including interactive maps and surveys, deliver insightful dashboards and analytics that invite better understanding of new schemes, and clearer decision-making for better outcomes.TMAECOM’s PlanSpendTM tool is a cloud-based capital planning platform that helps clients prioritize and manage their projects, turning difficult choices around asset operation and maintenance (which can account for 80% of an asset’s lifetime cost) into informed spending decisions.Capital planners and asset managers can consolidate and organize asset condition data, analyze that data against the costs and impacts of spending decisions and, through integrationwith Google Maps, Street View, GIS, BIM, and Microsoft PowerBI, make the right investments in a secure, informed and interactive environment. Digital Consulting ServicesWe offer digital consulting services across four key areas:DIGITALDIGITAL DESIGNDATADIGITALANALYSISSOLUTIONSSTRATEGY& OPERATIONS& AIDELIVERYDigital Hosted ServicesWe have developed our own hosted services products, informed by our core design and infrastructure services, that are generating new revenue streams from our intellectual property. V

With ESG principles embedded into everything we do, the goal of our Sustainable Legacies strategy is straightforward: to ensure that the work we do in partnership with our clients leaves a positive, lasting impact for communities and our planet. Our approach to sustainability includes engaging team members across every part of our organization to find collaborative ways to achieve the highest environmental, social, and governance standards. Our strategic values ultimately guide all of our sustainability efforts and aspirations. Our Sustainable Legacies strategy is organized around the following four pillars: Achieve net zero carbon emissions: We have furthered our own carbon emissions goals by achieving operational net zero for FY ’21, while also committing to reach science-based net zero carbon emissions by 2030.Embed sustainable development and resilience across our work: We introduced ScopeXTM, a first-of-its -kind initiative with the goal of reducing carbon impact on major projects by at least 50%. We will also embed net-zero, resilience and social value targets into our client account management program. Improve social outcomes: We believe equity, diversity and inclusion enable better outcomes for clients, a deeperunderstanding of community challenges and more innovative solutions that propel the industry forward. As part of this pledge, we have set an industry- leading, near-term target of women comprising at least 20% of senior leadership roles and at least 35% of the overall workforce. In addition, we have implemented new required unconscious bias training and set specific targets within each of our regions to advance our equity, diversity and inclusion goals.Enhance governance: To better assess ESG risk factors in potential projects, we have deployed an enterprise framework supported by leadership accountability and advocacy through the audit of specific ESG targets and metrics on an annual basis. How we’ve delivered Sustainable Legacies through our operations At AECOM, delivering sustainable legacies is at the core of how we operate. A key element of our Sustainable Legacies ESG strategy is our net zero targets: Achieved operationalCommitted to achievingnet zero1.5ºC alignedcarbon emissions for FY ’21 science-based targets by 2030 Working towards our net zero targets, we continued to right-size our office space, improve office energy efficiency, including relocating to more efficient offices and switching to renewable energy where possible. To further drive downemissions and ensure consistency, we designed sustainability guidelines for future office refurbishments and re- locations. AECOM’s Workplace of the Future and Freedom to Grow initiatives helped increase work flexibility and allowedfurther real estate consolidation and travel reductions, and we continue to encourage our staff who work from to follow our guidance documentation on how to live and work more sustainably at home.For our vehicle fleet, we are developing a roadmap to transition to electric vehicles, including installing charging infrastructure at our owned offices. As part of the continuing initiative to move to greener offices and consolidate real estate, we will prioritize moving to leased offices that have electric vehicle chargers where possible.Acknowledging that the majority of our emissions are in our supply chain, we are engaging with our most significant suppliers to understand their roadmaps to decarbonize andtrack progress against our target to further drive down supply chain emissions. Our Sustainable Procurement Policy ensures emissions reduction is a key part of our supplier onboarding and other procurement processes. 47%13%Decline in ScopeReduction in1+2 emissionstotal emissionsFY ’18FY ’21CategorytCO2e/yrtCO2e/yrScope 1+ 2138,02573,485Scope 3- Supply chain2,740,4822,526,188Scope 3- Business travel158,18232,919Totals3,036,6892,632,591We are committed to reporting our carbon reductions transparently, in line with best practice. We annually disclose to CDP on climate change risk, scoring a B on our latest submission, which is above the industry average. We have also released our first global ESG report, in line with the SASB and TCFD frameworks. Further, we will continue to manage ESG project risks by ensuring our projects align with our Sustainable Legacies strategy and follow the latest climate science. VI

At AECOM, we believe that investing in local communities to create positive social and economic outcomes is at the heart of generating social value. We have worked with our clients, partners and suppliers to link the opportunities presented by our projects to the needs of the local communities we operate in, delivering a positive, lasting legacy. As we transition our economies to net zero carbon, we recognize• Ensuring a just and equitable transition that delivers sustainable that businesses must deliver the employment, skills and businessemployment opportunities outcomes to sustain this green economy. Social value is critical.• Utilizing our technical expertise and STEM activity to develop a to achieving our ESG strategy and making sure that no one is left skilled workforce of the future that represents the communities behind. As a result, we are: we live and work in • Supporting local economies by contracting with local subject matter experts and building capacity within our supply chains • Delivering on our core values by engaging with communities to deliver projects that improve their wellbeing As part of our Sustainable Legacies strategy, we have embedded sustainable development and resiliency across our work, including a commitment of a 50% reduction in carbon from major projects, AECOM developed its propietary ScopeX™ process to reduce carbon embodied and operational carbon acrossthe entire project life cycle. We are the first construction and engineering professional services firm of our size to set such an ambitious global target. By pledging to decarbonize the built environment, improve biodiversity and support our clients to achieve their net-zero agendas, we’re striving to improve the cities and communities we serve and delivering a better world. Natural Capital Laboratory Scottish Highlands, Scotland The Natural Capital Laboratory process that AECOM employed in the Scottish Highlands, is supporting our five-year project to restore 100 acres of forest and re-introduce lost species. Set up in 2019 in partnership with the nonprofit, the Lifescape Project, this process is being applied to it, a live environment to identify, quantify and value the impacts of re-wilding, with scope to help other organizations meet their carbon reduction and biodiversity net gain targets. We developed new digital tools and techniques for the Natural Capital Laboratory process to track and communicate a vast array of complex relationships and data at scale, helping asset owners tackle two of the biggest challenges of our time: climate change and biodiversity loss. Using artificial intelligence, drone technology, earth observation data and geographic information systems, the tools we created are making it easier for organizations with land stewardship responsibilities to make better decisions about how they interact with and invest in natural systems and able to bothtrack the living environment more accurately and reduce the cost of repetitive processes needed to acquire and analyze data on natural assets. The data is captured in our natural capital accounting tool — a web -based digital twin of the real site — and is accessible to land and infrastructure owners through a digital dashboard. The Natural Capital Laboratory process is providing our advisers with leading-edge solutions developed in a living laboratory to help organizations meet their net zero carbon and biodiversity net gain targets. VII

Brooklyn Bridge—Montgomery Coastal Resilience (BMCR) New York City, United States The Brooklyn Bridge—Montgomery Coastal Resilience (BMCR) project will protect residents, businesses and infrastructure in Manhattan’s Two Bridges neighborhood from flooding due to coastal storms and sea level rise. This immigrant neighborhood with a high proportion of elderly and low-income residents is especially vulnerable to the impacts of climate change. The project will protect thousands of residents, including many living in affordable housing, while continuing to promote access to waterfront open space. This design-driven infrastructure project negotiates the challenge of providing flood protection while preserving views and access along 1.3km of public urban waterfront with an innovative system of deployable flood gates. Once constructed, BMCR will serve as a worldwide example of how cities can prioritize public space, viewsheds and waterfront access while implementing necessary climate adaptation measures in densely built environments. Implementing flood protection is a necessity for this community, but simultaneously preserving view corridors, waterfront access and public open space was a primary design challenge. Designed with input collected over four years of community engagement, the BMCR project ultimately provides a multi-layered approach to resilience through a combination of permanent deployable and passive flood protections. BMCR meets the design criteria for a 100-year storm event in 2050, including 90th percentile sea level rise projection of 30 inches. The subsurface drainage components of BMCR, combined with the above-grade flood protection system, will maintain hydraulic neutrality in the event of a present day 100-year storm surge combined with a five-year NOAA rain event. Dasha River Ecological Corridor, Asia The Dasha River is of great importance to Shenzhen residents, however rapid economic development and an increasing population led to a sharp rise in river pollution. More recently however, authorities in China have developed policies to regenerate and manage contaminated rivers and the water quality has since much improved. The Dasha River Ecological Corridor is an example of how nature-based solutions can be used to rejuvenate even highly polluted areas. Inspired by the heritage, culture and urban characteristics of Shenzhen, AECOM’s plan for the Dasha River created a high-quality public space to enhance the city’s ecological environment. Existing wetland areas were preserved, as well as creating new river habitats and reintroducing indigenous species. The design not only improved the quality of the existing waterfront vegetation but also reconnected bike lanes and walkways to encourage active travel and link a variety of pocket spaces. AECOM’s holistic approach and multi -disciplinary consideration resulted in a comprehensive solution that not only ensured the water quality and flood control of the Dasha River, but also created a cohesive ecology and a series of multi-theming public spaces that reconnect the originally fragmented urban areas. VIII

We are committed to being a leading employer in our industry— the best place to be for technical experts and professionals. With the vast majority of our nearly 50,000 employees having technical and professional backgrounds and holding undergraduate and/or advanced degrees, we believe that the quality and level of service that our professionals deliver are among the highest in our industry. Fundamental to our ability to achieve our goals and deliver for our clients is our ability to attract, recruit and retain the industry’s best, diverse talent by offering a compelling employee value proposition that promises competitive pay and benefits, flexibility and a foundation for learning and career growth, an inclusive culture that supports well-being and encourages collaboration and innovation, and a shared commitment to our values and purpose. Advancing efforts globally in four key areas: BUILDINGENRICHINGEXPANDINGTHINKING 1 DIVERSE TALENT2 COMMUNITIES3 UNDERSTANDING4 WITHOUT LIMITS Equity, diversity and inclusion We are committed to advancing equity, diversity and inclusion in our organization and within our industry. We build safe and respectful work environments where our employees are invited to bring their talents, backgrounds and expertise to bear on some of the world’s most complex challenges and where everyone can thrive both personally and professionally. The commitment to create a respectful, inclusive culture requires effort from all of us to remember that there are many points of view and tapping into this diversity of thought is what ultimately contributes to better outcomes. In 2021, we made it a priority for all employees to complete a global training on recognizing the negative impacts of unconscious bias and non-inclusive behaviors. In addition, we have established targets within each of our regions to advance our equity, diversity and inclusion goals. We are advancing efforts globally in four key areas: 1)Building diverse talent of the communities we serve through our recruitment efforts, building leadership accountability, and partnering with nonprofit organizations and universities to build the talent pipeline for the future. 2)Enriching communities through pro-bono work, volunteerism, philanthropy and strategic partnerships. 3)Expanding understanding and empathy among employees through employee resource groups, ED&I events and celebrations, unconscious bias training, and family-friendly benefit policies. 4)Thinking without limits by prioritizing social equity and impact in every project we pursue and the innovative solutions we deliver. IX

Our AECOM Voices network of employee resource groups (ERGs) ensures that diverse voices are represented and heard, and provides opportunities for networking, career development, and community outreach for employees at the local, regional, and global level. We have created better understanding and innovative thinking among colleagues that impact our policies and business outcomes. BeBOLD Black Employees Bridge to Opportunity, Leadership and Development “I am passionate about leading BeBOLD because it gives me the opportunity to help Black employees build lasting community partnerships and help shape the future culture of a growing company. I am honored to be that resource for others that I often wished I had.” Donald O. Seward, Jr., VP, Regional Practice Leader President, BeBOLD Ethnic Diversity Network Europe “The benefits of joining ERGs vary for individuals but if there was one thing that matters most, it’s a sense of belonging in an inclusive environment. Together we can influence and lead meaningful change through partnerships in our industry and communities.” Robert Hewitt Principal Landscape Architect Chair, Ethnic Diversity Network JUNTOS Justice, Unity, Networking, Togetherness, Opportunity, Support for Hispanic & Latinx employees “Being a leader for JUNTOS is meaningful to me because it allows me to help widen the path of opportunities for others so the future of AECOM is rich with diverse perspectives and contributions.” Fernando Vazquez VP, Regional Water Business Development Leader, East/LATAM Region MOSAIC Magnifying opportunities, Overcoming challenges, Supporting one another, Amplifying Asian & Pacific Islander voices, Increasing visibility, Creating awareness “I am passionate about leading this employee resource group be-cause with support from AECOM’s leadership, we are making diversity both approachable, actionable, and meaningful in the company.” Pooja Mahajan Project Engineer, West Region President, MOSAIC Pride LGBTQ+ Americas, Europe, and Australia & New Zealand “The Pride ERG has created a community that brings together LGBTQ+ colleagues and our allies through events and initiatives that allow us to share our stories, learn from each other, and help everyone to feel comfortable bringing their whole selves to work.” Cristian Bevington Senior Analyst, Cities President, Pride Americas Women’s Leadership Alliance “I’m passionate about the WLA and ERGs generally because not only do they help foster community and caring, they clearly demonstrate AECOM’s commitment to equity, diversity and inclusion.” Wendy Lau Regional Practice Leader President, Women’s Leadership Alliance X

As a result of the pandemic, we have deepened our understanding of how the way we work has changed, employee values have shifted, and offices are no longer the only primary workplace. With flexible or hybrid work options, our Freedom to Grow global framework was designed to support employees in finding the balance and flexibility they need to do their best, deliver for clients and bring their whole selves to work. Starting with giving employees flexibility in where and when they work—a desire expressed in surveys conducted during the pandemic—employees and managers can evaluate work schedules and work locations and align on an approach that prioritizes client and team responsibilities while supporting individual needs. Our Freedom to Grow framework has gone far beyond just when and where you work. We considered our employees’ holistic experience, encouraged flexibility and respected diversity in workstyles, communication and thinking styles. The guiding rule is that if an arrangement works for the employee, the manager, the team, and, most importantly, the client, it works for AECOM. Time Challenging the notion that 9 -5 are our core hours of work. Being We have common values at AECOM but you are encouraged to express who you are when you come to work. This means all the little things that make up your unique personality. Thinking You are free to think, problem solve and challenge the status quo in ways that you’re best at. The Key Principles Place We are giving the freedom to work wherever is best for the task you’re undertaking, within the city and country you’re employed in. Task You have freedom to do the task at hand in the way that suits you and your particular strengths. Communicating Workstyle Life would be boring if we Everyone is different and works were all the same. You are differently. You work in a way that encouraged to communicate in suits you while still meeting client a way that comes naturally. and team needs. XI

We have continued to enhance our employee programs, workplace culture and digital technologies to support employees and managers with the tools and resources they need to deliver for our clients, our communities and each other. Throughout the year, we expanded access to and developed professional and technical training programs through our online education portal, AECOM University, advanced frontline manager and leadership development programs, and partnered with impactful nonprofit organizations aligned with our purpose. Building rewarding careers We have tailored career development to each employee’s unique capabilities and needs, offered opportunities to develop in current roles, grow skills and scope of work, explore mentorships and new projects; broaden into new roles laterally. With lateral moves becoming increasingly common in today’s workplace, our employees are applying transferrable skills on another team or part of our business; promoting from within to leadership roles or deepening technical expertise; and creating opportunities for geographic mobility, giving employees a chance to work in another location or on a mobile assignment. Cultivating life-long learners We believe that learning new skills and refining existing ones is essential to career growth and development. We are proud to offer a variety of learning opportunities that are catered to our employees’ unique development interests and can be accessed through our enterprise learning platform, AECOM University. Inspiring leadership at all levels No matter the role at AECOM, we believe that each person can make a positive, lasting impact on the projects they work on, the teams and committees they join and in the communities they serve. We’ve empowered and inspired leadership through our leader and professional development programs, coaching and networking. Aligned with our Think and Act Globally strategy and core values, we introduced a set of aspirational but attainable leadership capabilities that we expect from our leaders. These behaviors provide the foundation for our leaders to help us build the culture we are cultivating at AECOM—one of trust, accountability, growth, inclusivity, excellence and innovation. Purpose and impact Through strategic nonprofit partnerships, pro-bono work, skills-based volunteering and philanthropy, Blueprint for a Better World, our corporate responsibility platform, has focused on delivering access to safe and secure infrastructure to those who need it most, created opportunity for the leaders of tomorrow and worked towards protecting our planet so that our company can fulfill its purpose to deliver a better world. As part of the Blueprint pro-bono program, our technical experts partnered with nonprofit organizations in their local communities to provide critical design, engineering and infrastructure solutions. In addition, we have maintained our commitment to our enterprise strategic nonprofit partners—Engineers Without Borders and Water for People. XII

Safeguarding our people remains a core value at AECOM. Promoting and protecting the well-being of our employees and those affected by our operations continued to be a critical focus in fiscal 2021. Multi-Year LWCR Trend 50% Multi-Year TRIR Trend 40% 0.07 Reduction in 0.20 Reduction in 0.06 LWCR since FY ’18 0.16 TRIR since FY ’18 0.06 0.05 0.16 0.15 0.05 0.12 0.11 0.04 0.03 0.03 0.09 0.03 0.08 0.02 0.04 0.01 0 0 FY ’18 FY ’19 FY ’20 FY ’21 FY ’18 FY ’19 FY ’20 FY ’21 LWCR TRIR In recognition of the right to a safe and healthy working envi-ronment, keeping our people and stakeholders safe is our most important measure of success. Through collective commitment to our Culture of Caring and execution of AECOM’s Safety for Life program, we proactively and aggressively identify, manage and eliminate hazards and reduce risk in our workplaces. These incident prevention efforts have continued to advance our jour-ney toward a “zero” incident culture. Within fiscal year 2021, our Total Recordable Incident Rate (TRIR) in our Professional Services businesses improved by 40% over the previous four fiscal years while our Lost Workday Case Rate (LWCR) improved by 50% over the same period. AECOM applies the U.S. Occupational Safety and Health Administration (OSHA) recordable injury and illness definition to our global operations, allowing for a standard record-keeping approach across all regions. AECOM metrics include injury and illness incidents associated with AECOM employees and do not include contractor data. TRIR = total number of recordable incidents X 200,000 hours Total hours worked LWCR = total number of lost time incidents X 200,000 hours Total hours worked AECOM’s Safety for Life program, driven by demonstrated leadership commitment while providing for empowered employees, has delivered industry-leading performance and subsequent recognition. AECOM was awarded the Royal Society for the Prevention of Accidents (RoSPA) President’s Award for having achieved 12 consecutive annual Gold Awards. RoSPA defines Gold Award winners as having achieved a very high level of performance, demonstrating well-developed occupational health and safety management systems and culture, outstanding control of risk and very low levels of error, harm and loss. Collective commitment and active participation in executing AECOM’s Safety for Life program have generated increased communication, collaboration, and consultation, where our people and stakeholders have embraced ownership for the well -being of themselves and others. Initiatives such as our first virtual global conference on Safeguard, Safeguard 360, further supported employee engagement and promoted skills and training in fiscal 2021. Safeguard 360: A virtual experience, was developed through collaboration and partnership among our Safeguard functions, including Safety Health & Environment, Global Security and Resiliency, Ethics & Compliance, Global Well-being and Global Cyber Security teams. XIII

Data Security We recognize that we face threats to our information technology systems, including unauthorized access, computer hackers, computer viruses, malicious code, cyber-attacks, phishing, and other cybersecurity problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary information. As a result, we have developed a robust Information Security Program comprised of robust policies, procedures and standards governing data privacy and information security of the company’s information and assets. We have a structured unified security framework, aligned to industry-leading standards and safeguards, including but not limited to ISO 27001, NIST CSF, and NIST 800-53. Security measures are taken to guard against unauthorized access to, alteration, disclosure, or destruction of data and systems. This includes but is not limited to: • A robust incident response plan and procedure that involves proper notification, assessment and reporting requirements. • Real-time email sand-boxing/filtering and protection to prevent phishing attempts and malicious files • Advance endpoint security solutions to prevent download / installation of malicious software • Proactive vulnerability management to mitigate security weaknesses and prevent exploitation attempts • Next-gen intrusion prevention system (IPS) to prevent network cyber-attack and malicious activity • Two-factor authentication to prevent use of stolen credentials to access company applications, etc. In addition to the security controls implemented throughout the enterprise, we have established a global cyber defense team, staffed with seasoned security professionals, who are dedicated to daily security operations to detect and prevent cyber security event. We are pleased to report that through these efforts we have not suffered a data breach of customer or company data. Ethics and Compliance Promoting a culture of ethics and integrity helps us safeguard our people and our company from potential wrongdoing while strengthening our brand and reputation for flawless execution. Our Code of Conduct outlines the legal guidelines we must follow and general ethical principles to help each of us make the right decisions when conducting business worldwide. Top leaders at AECOM promote ethical behavior through a global ethics committee as well as regional ethics committees. Our employees take part in annual Code of Conduct training, which received a third consecutive year of 100% completion in fiscal 2021. Furthermore, we have a comprehensive cross-functional ethics and compliance program focused on preventing issues from occurring, detecting them if and when they happen, effectively and expediently resolving issues and capturing lessons to prevent them from repeating. As a result, we were named by Ethisphere one of the 2021 World’s Most Ethical Companies for our commitment to integrity and making a positive impact. Humans Rights Commitment Provide equal employment opportunities to all employees without regard to any legally protected status Uphold individual human rights and follow employment laws in all the locations where we conduct business Zero-tolerance policy regarding the use of forced labor or human trafficking XIV

Reconciliation of Adjusted Margin Calculation Twelve Months Ended Sep 30, 2020 Sep 30, 2021 Revenue, Americas Segment $ 10,131.5 $ 10,226.3 Revenue, International Segment 3,101.7 3,112.6 Less: pass-through revenues, Americas Segment (6,440.6) (6,629.4) Less: pass-through revenues, International Segment (622.5) (603.1) NSR (Revenue, net of pass-through revenues) $ 6,170.1 $ 6,106.4 Income from Operations, Americas Segment $ 600.3 $ 643.0 Income from Operations, International Segment 136.5 177.0 Noncore operating losses & transaction related expenses (0.1) – Amortization of intangible assets 24.0 22.6 Adjusted income from segment operations $ 760.7 $ 842.6 NSR Operating Margin 12.3% 13.8% Reconciliation of Adjusted EBITDA Twelve Months Ended Sep 30, 2020 Sep 30, 2021 Net income attributable to AECOM from continuing operations $ 170.4 $ 294.7 Income tax expense 45.7 89.0 Depreciation and amortization 192.7 176.9 Interest income (10.3) (6.7) Interest expense 159.8 238.3 Amortized bank fees included in interest expense (6.2) (11.4) Noncore operating losses & transaction related expenses 5.6 – Restructuring costs 188.4 48.9 Adjusted EBITDA $ 746.1 $ 829.7 Reconciliation of Adjusted EPS Twelve Months Ended Sep 30, 2020 Sep 30, 2021 Net income attributable to AECOM from continuing operations $ 1.06 $ 1.97 per diluted share Per diluted share adjustments: Noncore operating losses & transaction related expenses 0.03 – Accelerated depreciation of project management tool 0.18 – Restructuring costs 1.17 0.33 Amortization of intangible assets 0.15 0.15 Prepayment premium on debt 0.10 0.79 Financing charges in interest expense 0.04 0.08 Tax effect of the above adjustments (0.43) (0.35) Valuation allowances and other tax only items (0.15) (0.15) Adjusted net income attributable to AECOM from continuing operations, per diluted share $ 2.15 $ 2.82 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow Twelve Months Ended Sep 30, 2020 Sep 30, 2021 Net cash provided by operating activities $ 329.6 $ 704.7 Capital expenditures, net (110.8) (121.4) Working capital adjustment from sale of Management Services business 122.0 – Free cash flow $ 340.8 $ 583.3 XV

 

13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240

Dear AECOM Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of AECOM, which will be held on Tuesday, March 1, 2022, at 9:00 a.m. Central Time.

The 2022 Annual Meeting will be a completely virtual meeting, conducted via live webcast. The virtual meeting format allows all of our stockholders the opportunity to participate in the annual meeting no matter where they are located. You will be able to attend the annual meeting, vote, and submit questions during the meeting by visiting https://meetnow.global/M6FXXCA. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Attending the Virtual Annual Meeting” section of the attached Proxy Statement.

Details of the business to be conducted at the 2022 Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and the attached Proxy Statement.

Whether or not you plan to attend the 2022 Annual Meeting, it is important that your shares be represented. The attached Proxy Statement contains details about how you may vote your shares.

Sincerely,

W. Troy Rudd
Chief Executive Officer

 

 

13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240

 

 

Table of Contents

 

 

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy Statement first available to stockholders on January 20, 2022.

Stockholder Voting Matters

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Vote Online You can vote your shares online by following the instructions on your proxy card (www.envisionreports.com/ACM).

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Vote by Phone You can vote your shares by phone by following the instructions on your proxy card (1-800-652-8683).

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Vote by Mail You can vote your shares by mail by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to: Proxy Services C/O Computershare Investor Services P.O. Box 43101 Providence, RI 02940-5067

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Your Vote is Important

Whether or not you plan to attend the 2022 Annual Meeting, we request that you vote (a) by Internet, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2022 Annual Meeting.

You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later dated proxy by Internet, telephone or mail or by attending the 2022 Annual Meeting and voting.

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2022 Annual Meeting, you must obtain from the record holder a proxy issued in your name.

 

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Environmental, Social and Governance Matters

We are committed to being a leader in environmental sustainability, social responsibility, and corporate governance, and strive to make a positive, lasting impact on society and the environment. Sustainability and resilience in the world’s built and natural environments are at the core of what we do and how we operate — focusing on the environmental, social and governance impacts of our business. Through our projects and our operations, we have both a significant opportunity and a responsibility to protect, enhance and restore the world’s natural and social systems.

We are committed to addressing the effects of climate change and biodiversity as key priorities for our sustainability program by improving resilience and working to advance ambitious greenhouse gas emissions reduction targets. We were the first company in the engineering sector to have set emissions reduction targets approved by the Science Based Targets Initiative (SBTi), designed to meet the goals of the Paris Agreement on climate change. Through this and other enterprise initiatives, we announced even more ambitious targets as part of our Sustainable Legacies strategy. In 2021, we achieved our goal of becoming operationally net zero in our Scope 1 and 2 emissions, and we have committed to accomplish the same in our Scope 3 emissions by 2030. These targets build upon our commitments as a signatory to the UN Global Compact.

In addition, we continue to invest in proprietary innovations and solutions to combat globally pervasive emerging contaminants, such as our patented DE-FLUOROTM water treatment solution to destroy per- and polyfluoroalkyl substances (PFAS) on-site.

Formation of Our ESG Council

We have established an internal Global ESG Council to coordinate and drive consistent execution of our ESG initiatives across AECOM enterprise wide. The Council’s functions include: (i) assessing the impact of the Company’s services and operations and advising on how the Company may enhance its ESG performance; (ii) advising on appropriate global ESG goals, commitments and targets; (iii) shaping the Company’s ESG messaging and disclosure; (iv) assessing the potential impact of climate change on the Company’s services and operations and providing a global forum to share ideas on how the Company’s unique offerings and solutions can enable mitigation, adaptation and resilience to climate change that will develop and support buildings, infrastructure assets and communities; and (v) providing a framework for evaluating client opportunities to ensure that they align with our ESG goals. The Council is composed of employees with relevant professional expertise and experience including strategic and end market

 

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leadership; consulting expertise; operations; procurement, real estate and facilities management and other corporate functions. Our Board, including through its Safety, Risk and Sustainability Committee, has oversight over ESG matters. Additional information regarding our ESG initiatives is located on the investor relations section of our website, at https://investors.aecom.com/esg.

Commitment to Our People (Human Capital Management)

Our principal asset is our employees, and the vast majority of our employees have technical and professional backgrounds, certifications, years of apprenticeship training, and undergraduate and/or advanced degrees. At the end of our fiscal 2021, we employed approximately 51,000 persons. We believe that the quality and level of service that our professionals deliver are among the highest in our industry.

We are committed to enhancing our position as a leading employer in our industry. The foundation of our continuing success is our ability to attract and retain the industry’s best, diverse talent by offering a compelling employee value proposition that promises competitive pay and benefits, flexibility and a foundation of learning and career growth, an inclusive culture that supports well-being and encourages collaboration and innovation, and a shared commitment to our values and purpose. This understanding informs our approach to managing our human capital resources. Our human capital objectives and initiatives are overseen by our Board as per our Corporate Governance Guidelines.

Health and Safety.   Core to our corporate values is safeguarding our people and fostering a culture of caring that promotes the well-being of our employees, contractors and business partners. We safeguard our people, projects and reputation by striving for zero employee injuries and illnesses, while operating and delivering our work responsibly and sustainably. We work to maintain our industry’s best-in-class lost workday case and recordable incident rates, and our safety performance is consistently recognized by key clients across the regions where we work as well as by leading safety organizations.

Equity, Diversity and Inclusion.   We believe infrastructure creates opportunity for everyone and we are committed to advancing equity, diversity and inclusion within our organization and throughout our industry. We create safe and respectful work environments where our employees are invited to bring their talents, backgrounds and expertise to bear on some of the world’s most complex problems and where every person has the opportunity to thrive personally and professionally. We are advancing efforts globally in four key areas: 1) Building a workforce reflective of the communities we serve through our recruitment efforts, building leadership accountability, and partnering with nonprofit organizations and universities to build the talent pipeline for the future, 2) Enriching communities through pro-bono work, volunteerism, philanthropy and strategic partnerships, 3) Expanding understanding and empathy among employees through employee resource groups, ED&I events and celebrations, and family-friendly benefit policies, and 4) Prioritizing social equity and impact in the projects we pursue and the innovative solutions we deliver.

Freedom to Grow.   As a result of the pandemic, the concept of work is changing, employee values are shifting, and offices are no longer the only workplace. A key factor in our ability to attract and retain top talent is offering flexible or hybrid work options. Freedom to Grow is our global framework designed to support employees in finding the balance and flexibility they need to do their best, deliver for clients, and bring their whole selves to work. Starting with giving employees flexibility in where and when they work — a desire expressed in surveys conducted throughout the past several years — employees and managers can evaluate work schedules and work locations and align on an approach that prioritizes client and team responsibilities while supporting individual needs.

 

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Workplace of the future.   Drawing on the experiences of our teams and our clients during the pandemic, we developed a space and technology framework that allows for seamless connectivity between home offices, company offices and client sites, and a new global workplace design that accounts for reduced capacity requirements and prioritizes sustainability, collaboration and engagement. We are also advancing initiatives to enable the digital delivery of our work by establishing best practices and governance protocols for the digital reuse of core elements of the design process.

Employee experience.   We continue to enhance our employee programs, workplace culture and digital technologies to support employees and managers with tools and resources they need to deliver excellence for their clients and teams. These efforts include employee safety, health and well-being programs to support employees and their families during the Covid-19 pandemic and beyond, expanding access to and developing professional and technical training programs through our online education portal, AECOM University, delivering new digital tools to enhance connectivity, networking and collaborations among employees, and advancing management and leadership development programs.

Purpose and impact.   As the world’s trusted infrastructure consulting firm and a leader in ESG, we are determined and well-positioned to deliver positive, impactful and sustainable legacies for our company, our communities and our planet. Through strategic nonprofit partnerships, pro-bono work, skills-based volunteering and philanthropy, and Blueprint for a Better World, our corporate responsibility platform, we are focused on delivering access to safe and secure infrastructure to those who need it most, creating opportunity for the leaders of tomorrow and protecting our planet so that our company can fulfill its purpose to deliver a better world. As part of the Blueprint pro-bono program, our technical experts partner with nonprofit organizations in their local communities to provide critical design, engineering and infrastructure solutions. In addition, we have maintained our commitment to our enterprise strategic nonprofit partners — Engineers Without Borders and Water for People.

Workplace Accolades:

 

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13355 NOEL ROAD, SUITE 400
DALLAS, TEXAS 75240

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MARCH 1, 2022

Introduction

This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of AECOM, a Delaware corporation (“we,” “our,” the “Company” or “AECOM”), for use at our 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”) to be held on March 1, 2022, at 9:00 a.m. Central Time, or at any adjournment or postponement thereof. At the 2022 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement and in the accompanying notice. The 2022 Annual Meeting will be held virtually online. You will be able to attend the annual meeting, vote, and submit questions during the meeting by visiting https://meetnow.global/M6FXXCA. Only common stockholders of record at the close of business on January 5, 2022, which is the record date for the 2022 Annual Meeting, are permitted to vote at the 2022 Annual Meeting and any adjournment or postponement thereof.

The Company’s Board of Directors (the “Board of Directors” or “Board”) is soliciting your vote to:

1.

Elect each of the 10 director nominees named in this Proxy Statement to the Company’s Board of Directors to serve until the Company’s 2023 Annual Meeting of Stockholders.

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2.

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022.

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Approve the Company’s executive compensation, on an advisory basis.

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We utilize the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials while also lowering the costs and reducing the environmental impact of our annual meeting. On January 20, 2022, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of January 5, 2022 and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

The Notice of Internet Availability of Proxy Materials, Proxy Statement and our Annual Report on Form 10-K are available at investors.aecom.com.

 

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Annual Meeting Information

Proxies

You may vote your shares at the 2022 Annual Meeting or by proxy if you are a record holder. There are three ways to vote by proxy: (1) on the Internet by following the instructions on the Notice or proxy card, (2) by telephone by calling 1-800-652-8683 and following the instructions on the Notice or proxy card or (3) by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to the address accompanying your proxy materials. If your shares are held in the name of a bank, broker or another holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet and telephone voting will also be offered to stockholders owning shares through certain banks and brokers.

You may revoke your proxy at any time before it is exercised at the 2022 Annual Meeting by (1) giving our Corporate Secretary written notice of revocation, (2) delivering to us a signed proxy card with a later date, (3) granting a subsequent proxy through the Internet or telephone or (4) attending the 2022 Annual Meeting and voting. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to AECOM, 13355 Noel Road, Suite 400, Dallas, Texas 75240, Attention: Corporate Secretary.

All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxy. Other than with respect to certain trustees who hold our shares in trust, if you submit proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of each of the proposals. Our Board is unaware of any matters other than those described in this Proxy Statement that may be presented for action at our 2022 Annual Meeting. If other matters do properly come before our 2022 Annual Meeting, however, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.

If you are a beneficial owner and hold your shares in the name of a bank, broker or another holder of record and do not return the voting instruction card, the broker or another nominee may vote your shares on each matter at the 2022 Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, which include the ratification of the selection of the independent registered public accounting firm. Brokers will not have the discretion to vote on any of the other proposals presented at the 2022 Annual Meeting.

Solicitation of Proxies

We will pay the entire cost of soliciting proxies. In addition to soliciting proxies by mail and by the Internet, we will request banks, brokers and other record holders to send proxies and proxy materials to the beneficial owners of our common stock and to secure their voting instructions, if necessary. We will reimburse record holders for their reasonable expenses in performing these tasks. We have agreed to pay Innisfree M&A Incorporated $25,000 plus reasonable expenses, costs and disbursements for various proxy solicitation services associated with the 2022 Annual Meeting. If necessary, we may use our regular employees, who will not be specially compensated, to solicit proxies from stockholders, whether personally or by telephone, letter or other means.

 

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Record Date and Voting Rights

Our Board has fixed January 5, 2022 as the record date for determining the stockholders who are entitled to notice of, and to vote at, our 2022 Annual Meeting. Only common stockholders of record at the close of business on the record date will receive notice of, and be able to vote at, our 2022 Annual Meeting. As of the record date, there were 141,290,769 shares of our common stock outstanding held by 1,652 record holders. A majority of the stock issued and outstanding and entitled to vote must be present at our 2022 Annual Meeting, either in person or by proxy, in order for there to be a quorum at the meeting. Each share of our outstanding common stock entitles its holder to one vote. Shares of our common stock with respect to which the holders are present at our 2022 Annual Meeting but not voting, and shares for which we have received proxies but with respect to which holders of the shares have abstained, will be counted as present at our 2022 Annual Meeting for the purpose of determining whether a quorum exists. “Broker non-votes” will also be counted as present for the purpose of determining whether a quorum exists. Broker non-votes are shares of common stock held by brokers or nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner.

Our Board urges you to vote promptly by either (1) electronically submitting a proxy or voting instruction card over the Internet, (2) by telephone or (3) by delivering to us or to your broker, as applicable, a signed and dated proxy card.

Votes will be tabulated by the inspector of election appointed for the 2022 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Attending the Virtual Annual Meeting

Stockholders of record at the close of business on January 5, 2022, will be able to attend the annual meeting, vote, and submit questions during the 2022 Annual Meeting by visiting https://meetnow.global/M6FXXCA at the meeting date and time. You should ensure that you have a strong internet connection wherever you intend to participate in the meeting. Please note that Internet Explorer is not a supported browser for accessing the virtual meeting website.

You should also give yourself enough time to log in and ensure that you can hear streaming audio prior to the start of the meeting. We encourage you to access the 2022 Annual Meeting online prior to the start time. The only item of information needed to access the virtual annual meeting from the website is the control number, which is the 15-digit number located in the shaded bar on the Notice you receive or on the proxy card.

Have the Notice or proxy card available when you access the website and then follow the instructions. If you are a stockholder of record, you are already registered for the virtual meeting. If you hold your shares beneficially, you must register in advance to attend the virtual meeting, vote, and submit questions. To register in advance, you must obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be directed to:

Computershare
AECOM Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on February 24, 2022.

Even if you plan to attend the virtual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Stockholders of record and beneficial owners who duly registered to attend the 2022 Annual Meeting will be able to vote their shares and submit questions at any time during the virtual meeting by following the instructions on the website referenced above. You will be able to vote your shares electronically while attending the 2022 Annual Meeting via the virtual meeting platform by following the instructions on the website. You may also submit questions in advance of the 2022 Annual Meeting beginning approximately two weeks prior to the meeting by logging into https://meetnow.global/M6FXXCA and following the instructions on the website.

Our aim is to offer shareholders rights and participation opportunities during our virtual annual meeting that are comparable to those that have been provided at our past in-person annual meetings of shareholders, using online

 

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tools to facilitate shareholder access and participation. We will answer questions that comply with the meeting rules of conduct during the annual meeting of stockholders, subject to time constraints. If we receive substantially similar questions, we will group such questions together. Questions relevant to meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.

If you have technical difficulties or trouble accessing the virtual meeting, you can access support by calling 888-724-2416 (domestic) or +1-781-575-2748 (international).

Year End Reporting Convention

We report our results of operations based on 52- or 53-week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the fiscal year ended on September 30. Fiscal 2021 consisted of a 52-week period.

Majority Voting; Director Resignation Policy

In uncontested elections, directors will be elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In uncontested elections, any director who is not elected by a majority of the votes is expected to tender his or her resignation to the Nominating and Governance Committee (“Nominating Committee”). The Nominating Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the election results.

 

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Nominees for Election at the 2022 Annual Meeting

Board Diversity

 

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Vote Required and Recommendation of the Board of Directors

Directors are elected by a majority of the votes cast for and against by holders of shares entitled to vote at the 2022 Annual Meeting. This means that for each director the number of votes cast “FOR” the director must exceed the number of votes cast “AGAINST” the director. Abstentions and broker non-votes will not be considered votes cast.

 

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Vote Required and Recommendation of the Board of Directors

The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal at the 2022 Annual Meeting. Abstentions will be counted as present and will have the effect of a vote against the proposal. Brokers have discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this proposal will be considered broker non-votes.

 

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Corporate Governance

Board Meetings

During our fiscal year ended September 30, 2021, our Board met seven times, the Audit Committee met five times, the Compensation Committee met three times, the Nominating Committee met four times and the Safety, Risk and Sustainability Committee met four times. Each incumbent director attended 100% of (except for two directors who attended more than 75% of) the aggregate of (1) the total number of meetings of our Board and (2) the total number of meetings held by all standing committees of the Board on which he or she served during fiscal year 2021.

Director Independence

Eight of the 10 director nominees are independent directors as defined in accordance with the listing standards of the NYSE. These standards provide that a director is independent only if our Board affirmatively determines that the director has no direct or indirect material relationship with the Company. They also specify various relationships that preclude a determination of director independence. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, our Board, upon the recommendation of our Nominating Committee, annually reviews the independence of our directors. In its most recent review, our Board considered, among other things, the employment relationships between the Company and our directors and their families; the other specific relationships that would preclude a determination of independence under the NYSE independence rules; any affiliation of the Company’s directors and their families with the Company’s independent registered public accounting firm, compensation consultants, legal counsel and other consultants and advisors; any transactions with directors and members of their families that would require disclosure in this Proxy Statement under U.S. Securities and Exchange Commission (“SEC”) rules regarding related party transactions; and the amount of our contributions to non-profit organizations of which some of our directors or members of their families are associated.

The Board determined that the following director nominees are independent as determined by the standards of the NYSE: Bradley W. Buss, Robert G. Card, Diane C. Creel, Clarence T. Schmitz, Douglas W. Stotlar, Daniel R. Tishman, Sander van ’t Noordende and General Janet C. Wolfenbarger.

Board Leadership Structure

The roles of Chairman and Chief Executive Officer have been separated since August 2020. This leadership structure gives primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while the Chairman of the Board facilitates our Board’s independent oversight of management and promotes communication between management and our Board.

The Board has been, and continues to be, a proponent of Board independence. The Company’s corporate governance structures and practices provide for a strong, independent Board and include several independent oversight mechanisms, including only independent directors serving as committee chairs and the directors’ and committees’ ability to engage independent consultants and advisors. The Audit, Compensation and Nominating Committees are composed entirely of independent directors.

Executive Sessions

Executive sessions of non-employee directors are included on the agenda for every regularly scheduled Board and committee meeting and, during fiscal year 2021, executive sessions were held at each regularly scheduled Board and committee meeting. Executive sessions are chaired by the Chairman during Board meetings, and by the respective Committee Chair during committee meetings.

 

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Board’s Role in Risk Oversight

The Board plays an active role, both as a whole and at the committee level, in overseeing management of the Company’s risks. Management is responsible for the Company’s day to day risk management activities. The Company relies on a comprehensive risk management process to aggregate, monitor, measure and manage risks. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and to elevate certain key risks for discussion at the Board level. The full Board monitors risk through regular reports from each of the committee chairs and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters, as disclosed in the below chart:

We believe the division of risk management responsibilities described above provides an effective framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committee chairs, to exercise effective oversight of the actions of management.

Risk Assessment of Compensation Policies and Practices

In fiscal year 2021, the Compensation Committee’s independent consultant, Exequity LLP, conducted a risk assessment of the Company’s compensation policies and practices as they apply to all employees, including executive officers. Exequity LLP reviewed the design features and performance metrics of our cash and stock-based incentive programs, along with the approval mechanisms associated with each, to determine whether any of these policies and practices could create risks that are reasonably likely to have a material adverse effect on the Company.

As part of the review, several factors were noted that reduce the likelihood of excessive risk-taking:

•

Our compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long term incentives, including Performance Earning Program (“PEP”) awards and restricted stock units (“RSU”) granted under our stockholder-approved 2020 Stock Incentive Plan, which typically vest or are earned over three years.

​

•

The Compensation Committee has ultimate authority to determine, and reduce, if appropriate and consistent with applicable arrangements, compensation provided to our executive officers, including each of the NEOs.

​

 

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•

The Compensation Committee, under its charter, has the authority to retain any advisor it deems necessary to fulfil its obligations and has engaged Exequity LLP as its independent consultant. Exequity performs services for the Compensation Committee as described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

​

•

Our annual incentive programs for employees are funded in the aggregate based on the results of key financial metrics. Individual payouts are based on a combination of financial metrics as well as qualitative factors.

​

•

Our long term equity incentive awards, including PEP awards and restricted stock units granted under our stockholder-approved 2020 Stock Incentive Plan, are all approved by either the Compensation Committee for our executive officers or by our Chief Executive Officer for nonexecutive officers.

​

•

Our NEOs are subject to stock ownership guidelines, our insider trading policy and our clawback policy.

​

Based on this assessment, the Company concluded that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating Committee and the Safety, Risk and Sustainability Committee. In accordance with NYSE regulations, each member of the Audit Committee, the Compensation Committee, and the Nominating Committee has been determined by our Board to be “independent.” The committees operate under written charters that are available for viewing on the “Corporate Governance” area of the “Investors” section of our website at www.aecom.com.

The members of each of the standing committees are as follows:

Audit Committee

Clarence T. Schmitz, Chair
Robert G. Card
Diane C. Creel
Douglas W. Stotlar

Compensation and Organization Committee

Daniel R. Tishman, Chair
Bradley W. Buss
Jacqueline C. Hinman(1)
Clarence T. Schmitz
Sander van ’t Noordende

(1)

In October 2021, Ms. Hinman notified us of her decision not to stand for reelection at the 2022 Annual Meeting. Ms. Hinman will continue to serve as a director until the expiration of her term at the 2022 Annual Meeting.

​

Nominating and Governance Committee

Bradley W. Buss, Chair
Diane C. Creel
Jacqueline C. Hinman(1)
Douglas W. Stotlar
General Janet C. Wolfenbarger

(1)

In October 2021, Ms. Hinman notified us of her decision not to stand for reelection at the 2022 Annual Meeting. Ms. Hinman will continue to serve as a director until the expiration of her term at the 2022 Annual Meeting.

​

Safety, Risk and Sustainability Committee

Robert G. Card, Chair
Lydia H. Kennard
Daniel R. Tishman
General Janet C. Wolfenbarger
Sander van ’t Noordende

 

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Audit Committee.   The Audit Committee, which is composed solely of independent directors as defined under Rule 10A-3(b)(1) of the rules of the U.S. Securities and Exchange Commission and the regulations of the NYSE, appoints the Company’s independent auditors, reviews the results and scope of the audit of our financial statements as well as other services provided by our independent auditors, reviews and approves audit fees and all non-audit services as well as reviews and evaluates our audit and control functions, including our internal audit function. Our Board has determined that Mr. Schmitz, Chair of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules under the Exchange Act. The “Report of the Audit Committee of the Board of Directors” is included in this Proxy Statement. Our Audit Committee held five meetings during fiscal year 2021.

Compensation and Organization Committee.   The Compensation Committee, which is composed solely of independent directors as defined under the regulations of the NYSE, oversees our compensation plans. Such oversight includes decisions regarding executive management salaries, incentive compensation and long term compensation plans, as well as Companywide equity plans for our employees. Grants of equity awards by the Compensation Committee under our compensation plans are approved solely by directors who are “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act. This committee also reviews the Board’s compensation plan for nonemployee directors and determines whether independent compensation consultants should be utilized. For further information regarding the Compensation Committee’s processes and procedures for determining executive and nonemployee director compensation, see the “Compensation Discussion and Analysis” section of this Proxy Statement. The “Report of the Compensation and Organization Committee of the Board of Directors” is included in this Proxy Statement. Our Compensation Committee held three meetings during fiscal year 2021.

Nominating and Governance Committee.   The Nominating Committee is composed solely of independent directors as defined under the regulations of the NYSE and is responsible for recruiting and retaining qualified persons to serve on our Board, including recommending such individuals to the Board for nomination for election as directors; for evaluating director independence; and for oversight of our compliance activities. The Nominating Committee also considers written suggestions from stockholders, including potential nominees for election, and oversees other governance programs such as the Company’s Corporate Governance Guidelines. This committee also conducts performance evaluations for directors being elected at each annual meeting of stockholders, and engages in succession planning for the Board and key leadership roles on the Board and its committees. Our Nominating Committee held four meetings during fiscal year 2021.

Safety, Risk and Sustainability Committee.   The Safety, Risk and Sustainability Committee oversees our corporate risk management, safety and sustainability programs and reviews the Company’s overall policies regarding safety, cybersecurity, enterprise risk management, and environmental, social and governance (ESG) programs and activities. Our Safety, Risk and Sustainability Committee held four meetings during fiscal year 2021.

Corporate Governance Guidelines

Our Board has adopted the Corporate Governance Guidelines, which set forth several important principles regarding our Board and its committees, including Board of Director membership criteria as well as other matters. Our Corporate Governance Guidelines are available for viewing on the “Corporate Governance” area of the “Investors” section of our website at www.aecom.com.

Codes of Conduct and Ethics

We have adopted a Code of Conduct that describes the professional, legal, ethical, financial and social responsibilities of all of our directors, officers and employees. We require all of our directors, officers and employees to read and acknowledge the Code of Conduct, and we provide regular compliance. Our directors, officers and employees are also encouraged to report suspected violations of the Code of Conduct through various means, including a toll-free hotline available 24 hour, 7 days a week in multiple languages, and they may do so anonymously. We do not tolerate acts of retaliation against anyone who makes an honest and sincere report of a possible violation of law or of our Code of Conduct or policies, or who participates in an investigation of possible wrongdoing. Many countries have enacted legislation to protect those who report misconduct, and we enforce any applicable protections afforded by such laws.

 

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We also obtain year end affirmations from management personnel confirming compliance with the Code of Conduct. If we make substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, to our principal executive, financial or accounting officer or persons performing similar functions or any director, we will disclose the nature of such amendment or waiver in a press release, on our website and/or in a report on Form 8-K in accordance with applicable rules and regulations. In addition, we have a separate Code of Ethics for Senior Financial Officers that specifies the required standards of conduct for employees with financial reporting responsibilities. We also have an Anticorruption Policy that provides specific guidance to help ensure that lawful and ethical business practices are followed while our employees conduct busines anywhere in the world. Our various policies are available for viewing on the “Ethics and Compliance” section of our website at www.aecom.com and in print to any stockholder that requests it. Any such request should be addressed to AECOM, 13355 Noel Road, Suite 400, Dallas, Texas 75240, Attention: Corporate Secretary.

Communications with the Board of Directors

Our stockholders or other interested parties may communicate with our Board, a committee of our Board or one or more directors by sending a letter addressed to the Board, a committee of our Board or one or more directors to AECOM, 13355 Noel Road, Suite 400, Dallas, Texas 75240, Attention: Corporate Secretary. All communications will be compiled by our Corporate Secretary and forwarded to the Board, the committee or the director, as appropriate.

Director Nominations, Board Refresh and Succession Planning

The Nominating Committee is charged with identifying, reviewing and recommending to the Board qualified individuals to become directors and regularly assessing the size and composition of the Board and recommending any changes to the Board. The Nominating Committee also engages in succession planning for the Board and key leadership roles on the Board and its committees.

The Nominating Committee reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, the operating requirements of the Company and the long term interests of the Company’s stockholders. In conducting this assessment, the Nominating Committee considers diversity, skills and such other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual directors, as the Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From time to time, while identifying director candidates, the Nominating Committee may establish specific skills and experience that it believes the Company should seek to constitute a balanced and effective Board.

It is our belief that members of the Board should have the highest professional and personal ethics and values. We believe that the Board should be comprised of individuals who are committed to enhancing stockholder value with sufficient time to effectively carry out their duties. While all directors should possess business acumen, the Board endeavors to include an array of targeted skills and experience in its overall composition. Criteria that the Nominating Committee looks for in director candidates include business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation, end markets and public policy and the absence of potential conflicts with the Company’s interests. In particular, the Nominating Committee seeks candidates that have the following key skills and experience, each of which it is views as particularly important:

•

senior leadership experience;

​

•

industry experience;

​

•

public company experience;

​

 

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•

financial expertise;

​

•

government/regulatory expertise; and

​

•

international expertise.

​

The Nominating Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds. In identifying and selecting individuals, the Board and the Nominating Committee consider diversity, age, gender, skills, and such other factors as they deem appropriate to maintain a balance of knowledge, experience and capability. In addition, the Nominating Committee believes the Board should encompass individuals with diverse backgrounds and perspectives and representation of individuals from underrepresented communities. Diversity is an important consideration in the director nomination process because the Board believes that people of different genders, experiences, ages, races and ethnic backgrounds can contribute different, useful perspectives, while collaborating effectively to further the Company’s objectives.

Our Nominating Committee will consider stockholder nominations for directors. The Nominating Committee evaluates any such nominees that are properly submitted using the same criteria it otherwise employs, as described in our Corporate Governance Guidelines. Any recommendation submitted by a stockholder must include the same information concerning the potential candidate as is required when a stockholder wishes to nominate a candidate directly. In addition, any such recommendation must be received in the same time frame as is required by our Bylaws when a stockholder wishes to nominate a candidate directly. To be timely, the notice must be received by the close of business no fewer than 90 and no more than 120 days prior to the date of the first anniversary of the preceding year’s annual meeting of stockholders. However, in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 30 days after such anniversary date, or no annual meeting was held in the preceding year, notice by the stockholder to be timely must be received no more than 120 days prior to the date of the annual meeting and not less than the later of the close of business (a) 90 days prior to the date of the annual meeting and (b) on the 10th day following the day on which public announcement of the date of such meeting was first made by the Company.

To be in proper form, the notice must, as to each person whom the stockholder proposes to nominate for election or re-election as a director, set forth all information concerning such person as would be required in a proxy statement soliciting proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and all written and signed representations and all completed and signed questionnaires required pursuant to our Bylaws. In addition, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, the notice must also state the name and address, as they appear on the Company’s books, of such stockholder and such beneficial owner and the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder and such beneficial owner.

As to the stockholder giving the notice, or if the notice is on behalf of a beneficial owner on whose behalf the nomination is being made, as to such beneficial owner, and if such beneficial owner is an entity, as to each control person of such entity, the notice must state the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder or beneficial owner and by any control person, a description of any agreement, arrangement or understanding with respect to the nomination between such stockholder or beneficial owner and any other person and by any control person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) of the Exchange Act, and a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Company’s capital stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to shares of stock of the Company. Stockholders who wish to nominate candidates for director must do so pursuant to these procedures.

Board Self-Assessment

The Nominating Committee facilitates an annual assessment of the performance of the Board and its committees and coordinates reports of the annual results to the full Board for discussions. The Nominating Committee also recommends changes to improve the Board and its committees. In 2021, the Nominating Committee engaged an outside law firm to obtain input from each director on the performance of the Board and its committees.

 

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Director Attendance at Annual Meetings

AECOM’s policy is for directors to attend our annual meetings of stockholders unless there are extenuating circumstances. All eleven members of our Board of Directors attended the 2021 Annual Meeting; such members attended remotely due to the Covid-19 pandemic.

 

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Stock Ownership Guidelines for Non-Employee Directors

Nonemployee directors are subject to stock ownership guidelines, which are intended to align their interests with those of our stockholders. Under the guidelines, our non-employee directors must maintain ownership of AECOM stock at a multiple of five times the annual retainer by the end of the fiscal year following the fifth anniversary of the director’s initial appointment to the Board. The minimum number of shares guideline is updated annually based on the current cash retainer ($100,000) and the 12 month trailing average AECOM stock price. Shares owned directly or indirectly, the value of vested but unexercised stock options and unvested restricted stock are counted toward the guidelines. The table below outlines the ownership of our non-employee directors as of September 30, 2021. All directors already meet or are expected to meet guidelines within the five (5) year transition period.

(1)

In October 2021, Ms. Hinman notified us of her decision not to stand for reelection at the 2022 Annual Meeting. Ms. Hinman will continue to serve as a director until the expiration of her term at the 2022 Annual Meeting.

​

(2)

Ms. Creel and Mr. van ’t Noordende’s five-year transition period ends in February 2026.

​

Please see the “Compensation Discussion and Analysis” section for a discussion of the stock ownership guidelines applicable to our NEOs.

 

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The following section sets forth certain background information regarding those persons currently serving as executive officers of AECOM:

 

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Compensation Discussion and Analysis

Fiscal Year 2021 Financial and Total Shareholder Return Outperformance

AECOM exceeded its financial guidance on every key financial metric:

*

See Annex A, Reconciliation of Non-GAAP Items.

​

•

Organic Net Service Revenue (“NSR”) Growth accelerated throughout the year, including 6.5% growth in our Americas and International segments in the fourth quarter, resulting in full year organic NSR growth of 1% despite significant headwinds from Covid-19.

​

•

Segment Adjusted Operating Margin increased by 210 basis points in the fourth quarter to 14.8% and 150 basis points for the full year to 13.8%, both of which set record highs for the respective periods.

​

•

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) increased by 11% to $830 million, which marked a new high for the Professional Services business and achieved the high end of our original guidance.

​

•

Adjusted Earnings per Share (“EPS”) increased by 31% to $2.82 and exceeded the high end of our original guidance.

​

•

Free Cash Flow of $583 million for the full year which was within the high end of our original guidance range.

​

•

Completed Several Strategic and Financial Initiatives as part of our transformation into a higher-margin and lower-risk Professional Services business, including the divestitures of the Power Construction business in October 2020 and the Civil Construction business in January 2021.

​

•

Transformed Balance Sheet and Strong Financial Performance enabled nearly $1 billion of stock repurchases in fiscal year 2021, while achieving net leverage of 1.0x.

​

 

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As a result of these financial and strategic accomplishments, TSR was 51% in fiscal year 2021, which outperformed the S&P 500 and Russell 3000 indices. This achievement demonstrates that our executive pay, including bonuses for Named Executive Officers in excess of their targets, is well-aligned with the Company’s performance and the interests of our shareholders.

Fiscal Year 2021 Executive Pay Design Supports Strategy

Our executive pay program is designed to support our strategy to deliver industry leading profitable growth and stockholder value creation. To that end, a significant portion of the compensation for our NEOs is “performance based” ​(i.e., subject to the accomplishment of individual and Company objectives) and stock based (i.e., aligned with stockholders’ interests) as follows:

 

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All core elements of our executive pay program are consistent with our compensation philosophy and are directly linked to individual and Company performance as follows:

 

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Compensation Governance,
Process and Decisions

Executive Pay Philosophy

Our executive pay program is designed to support our strategy to deliver industry leading profitable growth and stockholder value creation. It is underlined by our compensation philosophy that aims to attract and retain the best and brightest in our industry and recognize and reward outstanding achievements that drive long term profitable growth and create stockholder value.

Market Competitive:   Assess NEO target pay levels against market compensation data prepared by our independent compensation consultant

Pay Supports Strategy:   Design incentive metrics to drive achievement of long term financial and strategic objectives

Performance-Based:   Impose performance conditions on the majority of our NEOs’ compensation

Rigorous Goal Setting:   Require performance that meet investor guidance and/or outperform our industry for target payout on incentive-based compensation

Shareholder Alignment:   Align NEO financial interests with those of our shareholders with long term equity awards comprising a substantial portion of each NEOs’ total compensation

Compensation Process

Compensation decisions are made as part of a year-long review and collaborative process among the following:

​

​

Management

​

​

​

​

• Engages with investors and reviews feedback on NEO compensation and compensation program ​ • Reviews programs following a rigorous financial planning process ​ • CEO conducts performance reviews for other NEOs and recommends compensation to the Compensation Committee ​

​

​

​

​

Independent Consultant

​

​

​

​

• Advises the Compensation Committee on the appropriateness of NEO compensation and compensation programs relative to market practice ​

​

​

​

​

Compensation Committee

​

​

​

​

• Engages with investors and reviews feedback on NEO compensation and compensation program ​ • Evaluates the CEO’s performance ​ • Reviews and approves all NEO compensation and compensation programs ​

​

​

The Compensation Committee, which is composed solely of independent directors, has been authorized to determine and approve compensation for AECOM’s executive officers. As part of the annual compensation planning process for NEOs, the Compensation Committee reviews their base salary, short-term and long term incentive compensation, with a focus on the total reward package. As further described below, the Compensation Committee looks to a peer group of companies, as well as the broader market, as a baseline for compensation decisions for NEOs. However, AECOM does not target executive officer compensation at a specific level or percentage relative to compensation provided by the companies in the compensation peer group or broader market. Instead, when determining compensation for executive officers, the Compensation Committee takes into account a broad array of factors, including the experience level of the individuals in their current positions, the overall financial and strategic performance of the Company during the year and the performance and contribution of each executive during the year relative to individual, predefined goals and objectives. Differences in compensation levels for our NEOs are driven by the Compensation Committee’s assessment, in its judgment, of each of our executive’s responsibilities, experience and compensation levels for similar positions at peer companies. Except as otherwise noted in this

 

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Compensation Discussion & Analysis, the Compensation Committee’s determinations are subjective and the result of business judgment informed by members’ experiences, analysis of peer company data, input from the independent consultant, and overall compensation trends.

​

–

Reviews the Company’s financial, strategic and operational metrics and goals, compensation peer group and approves the performance objectives of the CEO and other executive officers.

​

–

Approves design changes to the executive compensation program, as applicable.

​

–

Reviews full-year Company financial and strategic performance to understand what was accomplished relative to established objectives.

​

–

Evaluates the CEO’s performance in light of the review of Company performance.

​

–

Discusses with the CEO his evaluation of the performance of each of the other executive officers relative to their individual performance objectives.

​

–

Determines compensation amounts for the CEO and each of the other executive officers, taking into account:

​

•

Prior year’s compensation;

​

•

Performance assessments;

​

•

Market considerations;

​

•

Individual performance and retention considerations;

​

•

Input from the Compensation Committee’s independent compensation consultant; and

​

•

For the other NEOs, the CEO’s recommendations.

​

–

Reviews and approves the grants and payouts of long term incentive equity awards, including certification of the financial results that support awards made under the annual and long term incentive programs.

​

With respect to the pool of long term incentive equity awards, a number of factors are taken into account including but not limited to prior year grant size, growth in earnings and in employee headcount, the accounting expense, and the potential dilutive effects on stockholders. With respect to individual long term incentive equity awards, the Compensation Committee considers individual performance, market data, including compensation for comparable positions at peer companies, and the strategic importance of the NEO’s position to determine a dollar denominated long term incentive equity value to be awarded to each NEO. The dollar value awarded by the Compensation Committee to each NEO is then converted into a specific number of units, based on the fair market value of AECOM common stock on the date of grant.

Compensation and Organization Committee’s Independent Compensation Consultant

The Compensation Committee has the authority to retain the services of outside consultants to assist it in performing its responsibilities. The Compensation Committee engaged the services of the consulting firm Exequity LLP. During fiscal year 2021, the consultant provided data on the compensation and relative performance of compensation peer group companies as well as general industry data to the Compensation Committee, made presentations on regulatory and legislative matters affecting executive compensation, provided advice on the degree to which compensation arrangements are consistent with market practices, and consulted on other executive compensation matters as needed. Exequity LLP does not provide any services to the Company other than advising the Compensation Committee on executive compensation matters.

The Compensation Committee has assessed the independence of Exequity LLP, considering the following six factors and other factors that it deemed relevant: (1) other services provided to the Company by Exequity LLP, (2) the amount of fees paid by the Company to Exequity LLP as a percentage of Exequity LLP’s total revenue, (3) the policies or procedures maintained by Exequity LLP that are designed to prevent conflicts of interest, (4) any business or personal relationships between the individual employees of Exequity LLP involved in the engagement and a member of the Compensation Committee, (5) any AECOM stock owned by Exequity LLP’s employees involved in the engagement and (6) any business or personal relationships between our executive officers and Exequity LLP or the employees of Exequity LLP involved in the engagement. Following such assessment, the Compensation Committee concluded that Exequity LLP is independent and that Exequity LLP’s work raises no conflicts of interest.

 

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Assessing Competitive Practice

As part of its due diligence when making compensation decisions, the Compensation Committee examines pay data for a group of comparable companies to stay current with market pay practices and trends and to understand the competitiveness of the Company’s total compensation and its components of pay. The Compensation Committee uses the compensation peer group and market survey data for informational purposes. The Company does not target a specific percentile or make significant pay decisions based on market data alone. The Compensation Committee considers Company performance as well as the level of responsibility, experience and tenure of the individual and performance in the role.

Fiscal Year 2021 Compensation Peer Group

In connection with the ongoing transformation of the Company into a Professional Services business, including the divestiture of the Management Services and certain at-risk businesses, the Compensation Committee refreshed the Company’s compensation peer group to align with our new strategic profile by identifying the Company’s competitors for talent and taking into consideration other various measures of size, scope, and complexity, with a focus on revenue, enterprise value, and net service revenue.

Stockholder Engagement and Responsiveness

We continue to engage our shareholders on an on-going basis to solicit feedback on all matters including our executive pay program. In fiscal year 2021, we directly engaged with stockholders who collectively own greater than 50% of our outstanding shares.

 

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(1)

Salary increase, as applicable, effective January 1, 2020 for Messrs. Gan and Battley and August 15, 2020 for Mr. Rudd, Ms. Poloni, and Mr. Kapoor. Salaries disclosed in the “Summary Compensation Table” reflect actual amounts paid in the respective fiscal year.

​

(2)

Salary increase, as applicable, effective January 2021 with the beginning of the calendar year. Salaries disclosed in the “Summary Compensation Table” reflect actual amounts paid in the respective fiscal year.

​

The base salaries for Mr. Rudd, Ms. Poloni, and Mr. Kapoor do not reflect any year-over-year increases because they received increases late in fiscal year 2020 following their promotions to Chief Executive Officer, President, and Chief Financial Officer, respectively. The increase for Mr. Gan reflects a market alignment. The increase for Mr. Battley reflects his promotion to Chief Strategy Officer in fiscal year 2021.

The Compensation Committee believes that our NEOs’ base salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.

(1)

Bonus targets reflect amounts approved as part of the annual compensation planning process for the fiscal year.

​

For fiscal year 2021, the Compensation Committee approved performance measures for our NEOs as set forth in the table below to support our strategy for attaining long term profitable growth and stockholder value creation. The targets for each of the financial metrics align with the earnings guidance provided to our stockholders and our financial plan.

 

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