Derek J. Kerr

About Derek J. Kerr

Independent director since 2023; age 60. Former Vice Chair and CFO of American Airlines; also President of American Eagle; prior CFO roles at US Airways and America West. Education: B.S. Aerospace Engineering and MBA, University of Michigan. Current committee memberships at AECOM: Audit and Compensation & Organization; Board determined him independent under NYSE standards and he recorded 100% attendance at Board and committee meetings in FY2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
American Airlines	Vice Chair	2022–2023	Oversight of finance and enterprise risk; executive leadership experience cited by AECOM
American Airlines	EVP & CFO	2013–2022	Led complex public-company finance, accounting, risk management
American Eagle	President	2022–2023	Operational leadership of regional airline
US Airways	CFO	2005–2013	Financial leadership through industry cycles and M&A
America West	CFO	2002–2005	Public-company CFO experience

External Roles

Organization	Role	Tenure	Notes
Comerica Bank (NYSE: CMA)	Director	2023–Present	Current public-company board; interlock visibility for financial services
Michigan Ross School of Business	Advisory Board	2020–Present	Academic advisory role
Cotton Bowl	Director	2018–2024	Non-profit board service
Knight Commission on Intercollegiate Athletics	Member	2016–2024	Governance/public policy focus
Dallas Regional Chamber	Board	2015–2023	Regional business leadership

Board Governance

Independence: Board affirmed Derek J. Kerr is independent; 7 of 8 nominees independent .
Attendance: 100% attendance at Board and all served committees in FY2024 .
Committee assignments:
- Audit Committee (member); chair is Kristy Pipes; met 8 times in FY2024 .
- Compensation & Organization Committee (member); chair is Daniel Tishman; met 3 times in FY2024 .
Executive sessions: independent directors meet regularly; robust governance practices (majority voting, proxy access, no poison pill) .

Fixed Compensation

Component	Amount (FY2024)	Detail
Cash retainer	$100,000	Standard non-employee director retainer
Committee member fees	$12,000 (Audit); $9,500 (Other committees)	Annual committee membership retainers (Audit/Comp)
Meeting fees	$1,500 in-person / $1,000 telephonic if meetings >5 per year	Applies when Board or committee meetings exceed five
Fees earned (actual)	$110,417	FY2024 cash paid to Kerr
All other compensation (actual)	$141	Dividends/other minor items per policy footnote

Notes: Non-employee directors may receive $1,000/day for other qualifying board-related functions plus travel reimbursement; eligible to defer retainers via the Executive Deferred Compensation Plan .

Performance Compensation

Equity Instrument	Grant Date	Units/RSUs	Grant Date Fair Value	Vesting
RSU (annual director grant)	Mar 19, 2024	1,789 [unvested at 9/30/24]	$167,558 (standard annual value)	Vests 100% at earlier of 1 year or 2025 Annual Meeting
RSU (appointment grant)	Nov 16, 2023	Not disclosed	Included in total stock awards $223,405 (FY2024)	Vested Mar 19, 2024
Total stock awards (actual)	FY2024	—	$223,405	Sum of FY2024 equity comp

Program structure: Non-employee directors receive annual time-vested RSUs valued at $167,500 (Chair: $190,000); no performance conditions on director equity; pro rata grants for partial-year service .

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlock/Conflict
Comerica Bank	Financials	Director	No AECOM-related party transactions disclosed with Comerica; AECOM disclosed a Randstad transaction related to another director, not Kerr

Compensation Committee Interlocks: Committee members included Kerr; disclosure states no interlocking relationships with AECOM executives; only van ’t Noordende had Item 404(a) disclosure unrelated to Kerr .

Expertise & Qualifications

Financial expertise: Former long-tenured public-company CFO; financially literate under NYSE rules .
Risk management: Experience overseeing complex financial/accounting matters and enterprise risks at large public issuers .
Industry/regulatory: Extensive aviation industry background and public-company governance .
Education: B.S. Aerospace Engineering; MBA, University of Michigan .

Equity Ownership

Metric	Value
Beneficial ownership (common shares)	2,431 shares; <1% of class as of Jan 6, 2025
Unvested RSUs outstanding (9/30/24)	1,789 RSUs
Director stock ownership guideline	5x annual retainer ($100k), 5-year compliance window
Kerr’s ownership vs guideline	2.2x retainer multiple; compliance window ends Nov 2028

Policies: Hedging prohibited; pledging generally prohibited except in limited, approved circumstances; clawback policy applies to incentive-based compensation for officers (not directors) .

Governance Assessment

Board effectiveness: Kerr’s dual membership on Audit and Compensation adds finance rigor and pay oversight; 100% attendance supports engagement and reliability .
Alignment: Equity grants are time-based and subject to director ownership guidelines; Kerr is progressing toward the 5x guideline within the permitted transition window (2.2x vs 5x), reducing near-term alignment optics but within policy timeline .
Conflicts/related-party exposure: No related-party transactions disclosed for Kerr; no compensation committee interlock concerns noted; independence affirmed .
Compensation mix: FY2024 total of $333,963 skewed toward equity ($223,405 stock awards) vs cash ($110,417), consistent with shareholder-aligned pay design for directors .
RED FLAGS: None disclosed specific to Kerr. Watchlist: ownership guideline gap (2.2x vs 5x) until the November 2028 deadline; monitor any future external roles that could create supplier/customer overlaps, and continued Audit/Comp workload concentration risk if committee demands rise .