Daniel R. Tishman

About Daniel R. Tishman

Daniel R. Tishman, age 69, has served on AECOM’s Board since 2010 and is currently an independent director with deep expertise in real estate and construction management, including leadership of large-scale projects such as the World Trade Center rebuilding. He holds a B.S. in Ecology and Planning (Evergreen State College) and an M.S. in Environmental Studies (Lesley College), and previously served as AECOM’s Vice-Chairman from 2010 to March 2018, contributing operational and strategic knowledge to the Company .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tishman Holdings Corporation	Chairman & Executive Vice President	1997–Present	Led major real estate and construction initiatives
Tishman Construction Corporation	Chairman & CEO	1991–2010	Oversaw large-scale development projects
AECOM	Vice-Chairman	2010–March 2018	Strategic leadership experience carried into current Board role

External Roles

Organization	Role	Tenure	Notes
Montefiore Medicine	Board/Community Service	2018–Present	Healthcare system governance involvement
Real Estate Board of New York	Board/Community Service	2014–Present	Industry policy and advocacy
NexWave Capital Partners LLC	Board/Community Service	2008–Present	Private investment activities
National September 11 Memorial & Museum	Board/Community Service	2005–Present	Civic leadership

Board Governance

Committee assignments: Chair, Compensation and Organization Committee; no additional committees listed for Mr. Tishman .
Independence: Board determined Mr. Tishman is independent under NYSE standards .
Attendance: Each incumbent director attended 100% of Board and applicable committee meetings in FY2024; Board met 5 times, Compensation Committee 3 times .
Executive sessions: Held at each regularly scheduled Board and committee meeting .
Board structure: CEO/Chair roles combined effective February 28, 2025, with Douglas W. Stotlar designated Lead Independent Director; all committees comprised solely of independent directors .

Fixed Compensation

Director compensation policy (cash):
- Annual cash retainer: $100,000
- Compensation Committee Chair retainer: $25,000
- Committee member retainer (Other Committees): $9,500
- Meeting fees: $1,500 in-person / $1,000 telephonic when meetings exceed five per year

Component	FY2024 Amount ($)
Fees earned or paid in cash	$129,750
All other compensation	$1,510

Performance Compensation

Equity structure for directors: Annual time-vested RSUs (no performance conditions); standard annual grant value $167,500 for non-employee directors; Chair of the Board receives $190,000 .
Mr. Tishman’s FY2024 stock award: $167,558 .
Outstanding RSUs: 1,789 unvested RSUs as of Sept 30, 2024; March 19, 2024 RSUs vest 100% on earlier of first anniversary or 2025 Annual Meeting .

Equity Instrument	Grant/Status	Vesting	Value ($)
Annual RSUs (Directors)	Granted March 19, 2024	Earlier of first anniversary or 2025 Annual Meeting	Policy $167,500; Mr. Tishman actual $167,558
Unvested RSUs	1,789 units (as of Sept 30, 2024)	Time-based per policy	N/A (units count)

Note: Director equity is time-vested; no performance metric table applies to director RSUs .

Other Directorships & Interlocks

Board/Committee	Members	Interlocks/Related Party Notes
Compensation & Organization (Chair: Daniel R. Tishman)	Bradley W. Buss; Derek J. Kerr; Douglas W. Stotlar; Sander van ’t Noordende	Committee members are independent; disclosure notes van ’t Noordende’s CEO role at Randstad with ~$127,542.35 paid by AECOM for temporary staffing in FY2024; no other Item 404(a) relationships for committee members; Mr. Tishman has no disclosed related party transactions

Expertise & Qualifications

Real estate and construction management expertise with leadership on complex, large-scale developments (e.g., World Trade Center site) .
Public-company leadership exposure via prior AECOM Vice-Chairman role .
Education: B.S. Ecology & Planning; M.S. Environmental Studies .

Equity Ownership

Measure	Amount
Beneficial ownership (shares)	48,288; includes 353 shares in the Company’s Retirement and Savings Plan (RSP)
Percent of class	<1%
Unvested RSUs outstanding	1,789
Director stock ownership guideline	5× annual retainer requirement; Mr. Tishman actual multiple: 43.3× (meets/exceeds)
Hedging/pledging policy	Hedging prohibited; pledging prohibited except limited, pre-approved circumstances

Governance Assessment

Strengths
- Independent director with 100% attendance and deep domain expertise; chairs a fully independent Compensation Committee .
- Strong ownership alignment: exceeds director stock ownership guideline (43.3× vs 5×), with meaningful beneficial ownership and outstanding RSUs .
- Compensation governance under his chairship uses independent consultant (Exequity LLP) with assessed independence; robust risk assessment and pay-for-performance metrics (Adjusted EPS, ROIC, Relative TSR) for executives .
- Board governance features: executive sessions at each meeting; majority independent board; committee charters and independence; director term limits and retirement age policies; no stockholder rights plan; proxy access .
Potential red flags to monitor
- Long tenure: Director since 2010, exceeding the new 12-year term limit applicable to new directors; mandatory retirement age is 72 (new directors) and 75 for current directors—Mr. Tishman is 69, so tenure is long but within retirement policy .
- CEO/Chair combination effective 2025 may heighten oversight demands on the Compensation Committee; mitigated by designation of Lead Independent Director and independent committee structure .
- No related-party transactions disclosed for Mr. Tishman; continue monitoring under the Related Party Transaction Policy .

Director Compensation (Policy and Actual)

Component	Policy Amount ($)	Mr. Tishman FY2024 Actual ($)
Annual cash retainer	$100,000	$129,750 fees earned (includes chair/member retainers per policy and any applicable meeting fees)
Compensation Committee Chair retainer	$25,000	Included in fees earned
Equity award (annual RSUs)	$167,500 (non-employee directors)	$167,558 stock awards
All other compensation	N/A	$1,510
Total	N/A	$298,818

Compensation Committee Analysis (under Mr. Tishman’s chairship)

Independent consultant Exequity LLP engaged; Committee assessed consultant independence across SEC factors and found no conflicts .
Committee composition fully independent; no insider participation; Item 404(a) disclosures limited to van ’t Noordende’s Randstad relationship; none for Mr. Tishman .
Executive compensation metrics align to performance: Free Cash Flow, Adjusted EBITDA, Segment Adjusted Operating Margin (annual), and multi-year PEP using ROIC, Adjusted EPS Growth, and Relative TSR .
Responsiveness: adoption of Executive Officer Cash Severance Policy capping cash severance at 2.99× salary+target bonus without stockholder approval; Board recommended voting AGAINST a broader golden parachute proposal due to equity alignment and market competitiveness .

Related Party Transactions & Policies

Policy requires Audit Committee review of related-party transactions >$120,000; enumerates pre-approved categories; Chair may approve transactions < $1 million .
FY2024 disclosure: payment to Randstad (~$127,542.35) for staffing services; no related-party transactions disclosed for Mr. Tishman .
Insider Trading Policy prohibits trading on MNPI; includes hedging and pledging restrictions consistent with governance best practices .