Douglas W. Stotlar

About Douglas W. Stotlar

Douglas W. Stotlar, 64, is an independent director of AECOM (ACM) who has served on the Board since 2014. He is the former President & CEO of Con-way Inc. and brings deep transportation and public-company leadership experience. He holds a B.S. in Business from The Ohio State University . He served as Chairman of the Board through the 2025 Annual Meeting transition; effective upon director re-election at the 2025 meeting, the Board combined the Chairman/CEO roles and appointed Mr. Stotlar as Lead Independent Director, reinforcing independent oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Con-way Inc.	President, Chief Executive Officer and Director	2005–2015	Led a large public transportation/logistics company; governance, labor relations, regulatory expertise
Con-way Transportation Services Inc.	President & CEO; EVP & COO; EVP Operations	2004–2005; 2002–2004; 1997–2002	End-to-end operating leadership in transportation

External Roles

Organization	Role	Tenure	Notes
Reliance Steel & Aluminum Co.	Chairman of the Board (Public company)	2016–Present	Current public board; industrial end-markets exposure
LSC Communications, Inc.	Director (Public company)	2016–2021	Former public board
URS Corporation	Director (Public company)	2007–2014	Former public board
Reddy Ice	Director (Private)	2019–Present	Private board/community service
Mauser Packaging Solutions	Director (Private)	2017–Present	Private board
Stone Canyon Industries, LLC	Director (Private)	2016–Present	Private board
Grieve Well	Board/Service	2009–2024	Community service

Board Governance

Current assignments: Audit Committee; Compensation & Organization Committee .
Leadership: Served as Chairman of the Board; effective at the 2025 Annual Meeting, Chairman/CEO roles combined (CEO Troy Rudd becomes Chairman) and Mr. Stotlar becomes Lead Independent Director .
Independence: Board determined he is independent under NYSE standards; seven of eight nominees are independent .
Attendance: In FY2024, each incumbent director attended 100% of Board meetings and 100% of their committee meetings; Board met 5x, Audit 8x, Compensation 3x, Nominating 3x .
Executive sessions: Held at each regularly scheduled Board and committee meeting; led by independent leadership (post-combination, the Lead Independent Director chairs Board executive sessions) .

Fixed Compensation (Non-Employee Director Pay Structure and Mr. Stotlar’s FY2024 Cash)

Component	Amount/Policy	FY2024 Cash Received (Stotlar)
Annual Board retainer (cash)	$100,000
Chairman of the Board retainer	$150,000
Audit Committee member	$12,000
Other committee member	$9,500
Meeting fees (if >5 meetings/year)	$1,500 in-person; $1,000 by phone (per meeting)
Other qualifying Board-related functions	$1,000 per day
Total cash fees (FY2024)	—	$274,500

Notes: The cash structure shown above is ACM’s stated policy; Mr. Stotlar’s $274,500 reflects base plus chair/committee retainers and variable meeting/per-diem fees in FY2024 .

Performance Compensation (Director Equity)

Directors receive time-based RSUs (no performance metrics). Chair receives higher grant value.

Grant	Grant date	Instrument	Number of RSUs	Grant-date fair value	Vesting
Annual director equity (Chair)	Mar 19, 2024	RSU	2,029	$190,036	100% on earlier of first anniversary or 2025 Annual Meeting

Policy: Non-employee directors receive annual RSUs valued at $167,500 (Chairperson $190,000). RSUs vest 100% on the earlier of one year from grant or next Annual Meeting; directors may defer cash retainers/RSUs into the Executive Deferred Compensation Plan .

Other Directorships & Interlocks

Current public boards: Reliance Steel & Aluminum Co. (Chairman) .
Compensation Committee interlocks: None disclosed for Mr. Stotlar; committee includes only independent directors, and the proxy notes no interlocks requiring disclosure (van ’t Noordende has separate related-party disclosure; none for Mr. Stotlar) .
Related-party transactions: None disclosed involving Mr. Stotlar; ACM’s related-party policy requires Audit Committee approval; 2025 proxy lists items for other directors but none for Mr. Stotlar .

Expertise & Qualifications

Former public company CEO with substantial transportation-sector expertise; governance, labor relations, regulatory insight .
Financial literacy consistent with NYSE standards (Board skills matrix historically indicates this; 2024 proxy shows all directors, including Mr. Stotlar, as financially literate) .
Extensive public and private board leadership; Chairman experience at Reliance Steel & Aluminum Co. .

Equity Ownership

Holder	Beneficial ownership (shares)	% of class	Notes
Douglas W. Stotlar	34,668	<1%	Includes 2,029 RSUs that settle within 60 days of Jan 6, 2025
Director ownership guideline	5x annual cash retainer	—	Directors must reach 5x retainer within 5 years
Stotlar vs guideline	31.1x retainer multiple	—	Exceeds guideline substantially

Policies: Hedging of ACM stock prohibited; pledging prohibited except in limited cases with approval and proof of ability to repay without selling securities .

Say‑on‑Pay & Shareholder Feedback (Sentiment Signals)

Item (2025 Annual Meeting)	For	Against	Abstain	Non‑votes
Election of Douglas W. Stotlar	111,702,508	1,705,257	246,988	8,742,393
Say‑on‑Pay (Advisory)	106,936,948	6,427,193	290,612	8,742,393
“Golden Parachutes” ratification proposal	6,754,918	106,421,857	477,978	8,742,393

Context: In 2024, Say-on-Pay also passed (For 110,983,342; Against 5,040,412; Abstain 237,165; Non-votes 9,113,421) . 2025 voting shows broad shareholder support for director elections and executive pay; shareholders decisively rejected a severance ratification proposal, aligning with ACM’s recently adopted cash severance policy capping cash severance at ≤2.99x salary+target bonus absent shareholder approval .

Governance Assessment

Strengths:
- Long-tenured independent director with prior public-CEO experience; strong attendance/engagement (100% in FY2024) .
- Robust ownership alignment: 31.1x retainer multiple vs 5x guideline; clear anti‑hedging/limited pledging policies .
- Committee service on Audit and Compensation & Organization; Board and all key committees composed solely of independent directors .
- Transition to Lead Independent Director as roles combine (Chairman/CEO) preserves independent leadership of executive sessions and agenda-setting .
- Shareholder sentiment supportive: strong “For” vote on his election; Say‑on‑Pay supported; severance-ratification measure failed, consistent with ACM’s adoption of a shareholder‑friendly cash severance cap policy .
Watch items:
- Combined Chairman/CEO structure increases reliance on the Lead Independent Director’s effectiveness; Mr. Stotlar’s assertiveness in agenda control, executive sessions, and oversight will be pivotal .
- Concurrent chairmanship at Reliance Steel & Aluminum Co. presents time‑commitment considerations; no related‑party transactions disclosed with ACM, but continued monitoring for business interlocks is prudent .
No red flags identified:
- No related‑party transactions involving Mr. Stotlar disclosed; no hedging/pledging; full attendance; no compensation committee interlocks requiring disclosure .

Appendix: Committee and Meeting Reference (FY2024)

Committees (all independent): Audit (Chair: Kristy Pipes; members include Stotlar), Compensation & Organization (Chair: Daniel Tishman; members include Stotlar), Nominating & Governance (Chair: Bradley Buss) .
Meetings: Board (5), Audit (8), Compensation (3), Nominating (3); 100% attendance by incumbents .

Director Compensation Details (FY2024)

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Douglas W. Stotlar	274,500	190,036	1,713	466,249

Grant form/vesting: RSUs granted to all non-employee directors on Mar 19, 2024 vest 100% on the earlier of first anniversary or 2025 Annual Meeting; Chair receives higher value ($190,000 vs $167,500) . Unvested RSUs outstanding at 9/30/2024: Stotlar 2,029 .