David Gan

About David Gan

David Gan is Executive Vice President, Chief Legal Officer & General Counsel of AECOM, responsible for global legal, corporate governance, risk management, and ethics/compliance; he was appointed Chief Legal Officer in November 2019 and is 52 years old . Under his and the leadership team’s tenure, AECOM delivered record FY2024 performance (Adjusted EBITDA +14% to $1,095M, Adjusted EPS +22% to $4.52, record free cash flow) and 59% TSR from FY2021–FY2024, outperforming the S&P 500 and S&P 400 MidCap by 28 and 44 points, respectively . In FY2025, AECOM reported revenue of $16,140M (flat YoY), Adjusted EBITDA $1,203M (+10%), and a record backlog of $24.83B, while raising long-term targets and initiating FY2026 guidance . Alignment indicators: NEO stock ownership guideline is 3x salary; Gan’s actual ownership equals 8.8x salary as of Oct 1, 2024, and AECOM prohibits hedging and generally prohibits pledging (limited exceptions require approval) .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for Mr. Gan in the proxy statement .

Fixed Compensation

Notes:

• FY2024 target bonus for Gan was 100% of salary ($610,000) under the Executive Incentive Plan .
• FY2024 “All Other Compensation” includes company 401(k) match, insurance premiums, parking, charitable match, and dividends on vested shares .

Performance Compensation

Annual Incentive Plan (FY2024)

• Gan’s total annual incentive earned percentage was 137.2% for FY2024 with a KPI score of 160%, reflecting contributions in risk management, ethics/compliance (100% training compliance; recognized by Ethisphere), and sustainability (co-leading the Global Sustainable Legacies Council; PAS 2080 certification for ScopeX) .

Long-Term Incentives (grant FY2024, approved Dec 15, 2023)

• PEP metrics and percentile hurdles are defined to align with long-term value creation and relative performance; targets for ROIC/EPS are not disclosed due to competitive sensitivity, but align with long-term plans/guidance .

Multi‑Year Pay Mix (Trend)

Observation: Mix emphasizes equity and performance-based pay, consistent with AECOM’s compensation philosophy (majority at risk; no dividends paid on unvested awards; no option repricing; no tax gross-ups) .

Equity Ownership & Alignment

Beneficial Ownership and Guidelines

Vesting Schedules and Potential Supply

Notes:

• PEP unit counts reflect estimated performance assumptions as disclosed (e.g., partial earned figures and estimated unearned portions); final payouts depend on ROIC, Adjusted EPS growth, and Relative TSR over the full performance periods .
• No option awards are listed for Mr. Gan; his equity consists of RSUs and PEP units .

Employment Terms

• Severance (non‑CIC): Under the Senior Leadership Severance Plan, upon involuntary termination without Cause (not in connection with a CIC), NEOs receive: 1x base salary; prorated target bonus; additional service vesting credit for equity (12 months if service 5–10 years; 24 months if >10 years); and a lump-sum payment equal to employer health premiums for 12 months (CEO has higher multiples) .
• Change‑in‑Control (CIC):
  • Single trigger: Equity vests only if awards are not continued or substituted; PEP targets are deemed satisfied pro rata through CIC date and convert to time-vested RSUs for remaining period .
  • Double trigger (termination without Cause or for Good Reason within 90 days pre‑CIC to 24 months post‑CIC): Full acceleration of RSUs, stock options (if any), and PEPs (based on actual performance through CIC date); cash severance equal to 1.5x (NEOs) of salary + 3‑year average bonus; pro‑rata target bonus; and health coverage continuation for 1.5 years (CEO at 2x) .
• Cash Severance Cap: AECOM policy prohibits cash severance >2.99x salary + target bonus for executive officers without stockholder approval and the Board recommended voting against a broader “golden parachute” shareholder proposal, citing existing policies and market practices .
• Clawback: NYSE/Rule 10D‑1 compliant policy to recoup erroneously awarded incentive pay after an accounting restatement .
• Restrictive Covenants: Severance benefits conditioned on execution of separation and release with customary covenants, including confidentiality and non‑solicit .
• Hedging/Pledging: Prohibited as noted above; no dividends on unvested awards .

Investment Implications

• Pay-for-performance alignment: Gan’s incentive mix (AIP tied to FCF, Adjusted EBITDA, NSR margin, KPIs; LTI in PEP/RSUs) ties compensation to core value drivers (growth, margins, FCF, ROIC, relative TSR), supporting alignment with shareholder outcomes (record FY2024 metrics and 59% 3‑yr TSR outperformance) .
• Retention and supply overhang: Material unvested RSUs and PEPs with cliff/annual December vesting dates (notably 12/15/2025 and 12/15/2026) create retention hooks; they could also create episodic unlocks that may modestly increase potential selling activity windows, though hedging is prohibited and pledging is restricted .
• Change‑in‑control discipline: Double‑trigger equity acceleration and cash severance capped by policy (stockholder approval required above 2.99x) mitigate windfall risk and align incentives during strategic transactions; equity conversion mechanics at CIC emphasize actual performance to date .
• Governance and risk posture: Gan’s remit includes risk management and ethics/compliance; FY2024 achievements cite resolution of legacy matters, 100% training compliance, and recognized ethics standing (Ethisphere), suggesting a disciplined control environment—positive for execution quality and downside risk management .
• Ownership alignment: Ownership at 8.8x salary versus 3x guideline, combined with no hedging and restrictive pledging, indicate strong alignment and lower agency risk .

Appendix: Additional Reference – Compensation Peer Group (for benchmarking context)

AtkinsRéalis, Booz Allen Hamilton, EMCOR Group, Fluor, Jacobs Solutions Inc., KBR, Leidos Holdings, MasTec, Parsons, Quanta Services, Stantec, Tetra Tech, WSP Global .