Gaurav Kapoor

About Gaurav Kapoor

Gaurav Kapoor is AECOM’s Chief Financial & Operations Officer (CFOO), appointed in November 2023 after serving as Chief Financial Officer since August 2020; he is 47 and previously held senior finance and operating roles at AECOM, and spent 15 years as an audit partner at Ernst & Young LLP . Under the current leadership team that includes Kapoor, AECOM delivered records in FY2024: Adjusted EBITDA rose 14% to $1,094.8M, Adjusted EPS increased 22% to $4.52, Segment Adjusted Operating Margin on NSR expanded 110 bps to 15.8%, organic NSR growth was 7% (8% in design), and free cash flow reached $708.4M, with TSR over the past three fiscal years of 59% outperforming the S&P 500 and S&P MidCap 400 by 28 and 44 points, respectively . Kapoor’s disclosed FY2024 achievements highlight expanded oversight of all regional operations, strong balance sheet positioning (net leverage 0.8x; 70% of debt fixed/capped; no bond maturities until 2027) and execution of capital allocation ($560M to shareholders in FY2024; $2.2B repurchased since Sep-2020) .

Past Roles

Organization	Role	Years	Strategic Impact
AECOM	Chief Financial & Operations Officer	Nov 2023–present	Expanded oversight of all regional operations to sustain strong performance; continued balance sheet strength and capital returns execution .
AECOM	Chief Financial Officer	Aug 2020–Nov 2023	Supported multi-year margin expansion, EPS and FCF outperformance vs guidance; TSR outperformance vs indices .
AECOM	Treasurer	Oct 2019–Aug 2020	Corporate liquidity and capital structure oversight prior to CFO appointment .
AECOM	Chief Accounting Officer & Global Controller	Dec 2016–Aug 2020	Led global controllership and reporting through transformation to a professional services model .
AECOM	SVP, Financial Planning & Analysis	Jan 2016–Dec 2016	Corporate FP&A leadership aligned to long-term plan and guidance .
AECOM	SVP, Project Delivery, Americas DCS	May 2015–Jan 2016	Operations delivery leadership within Design Consulting Services .
Ernst & Young LLP	Audit Partner (various leadership roles)	Prior 15 years to May 2015	Public company audit leadership; financial reporting and controls expertise .

External Roles

Organization	Role	Years	Strategic Impact
Comfort Systems USA, Inc. (NYSE: FIX)	Director	Current	Industry adjacency and governance experience; additional financial oversight exposure .

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Salary (earned) ($)	703,079	754,894	799,377
Stock Awards (grant-date fair value) ($)	1,901,606	2,157,570	3,140,435
Non-Equity Incentive Plan Compensation (annual bonus paid) ($)	833,177	815,451	1,143,803
All Other Compensation ($)	19,701	37,556	126,066
Total Compensation ($)	3,457,563	3,765,471	5,209,681

Base Salary Rate and Target Bonus	2023	2024
Base Salary Rate ($)	770,400	810,000
Target Annual Bonus (% of salary)	100%	100%

Perquisite components in FY2024 included company retirement plan match ($9,900), executive life insurance premiums ($3,048), dividend payments from vested shares ($50,937) and membership dues ($62,181) .

Performance Compensation

Annual Incentive (EIP) – FY2024 Design and Results (Kapoor)

Metric	Weighting	Threshold	Target	Maximum	Actual	Earned %
Free Cash Flow (US$ mm)	30%	500.0	625.0	750.0	708.4	50.0%
Adjusted EBITDA (US$ mm)	30%	976.0	1,085.0	1,193.0	1,094.8	32.7%
Segment Adj. Operating Margin on NSR (%)	20%	14.0%	15.6%	17.1%	15.8%	22.5%
KPI Assessment	20%	Varies	Varies	Varies	KPI score 180% → 36%	36.0%
Total Annual Incentive Earned %	—	—	—	—	Financial metrics subtotal 105.2%	141.2%

KPI examples for CEO (subset applied to other NEOs) include safety (TRIR), gender diversity in leadership, high-performer attrition, and employee satisfaction targets .

Long-Term Incentives (LTI) – Structure and Metrics

Mix and vesting: 60% Performance Equity Program (PEP) with performance metrics; 40% Time-based RSUs vesting over three years; payout range 0%–200% of target .
PEP metrics: ROIC, Adjusted EPS Growth (1-, 2-, 3-year averages), and Relative TSR vs peer group; targets aligned to long-term plan and stockholder value creation .

PEP22 (FY2022–FY2024) Metric	Threshold	Target	Max	Actual	Payout %
ROIC	13.5%	15.0%	16.5%	18.6%	200.0%
Relative TSR (percentile)	25th	55th	75th	31st	19.2%
Adjusted EPS Growth (1-yr)	12.9%	16.1%	19.3%	15.2%	200.0%

Relative TSR goals for PEP23: 25th/55th/75th percentile = 0%/100%/200%; for PEP24: 25th/50th/75th percentile = 0%/100%/200% (linear interpolation) .

FY2024 Equity Grants (Granted Dec 15, 2023)

Grant Type	Target/Units	Grant Date	Grant-date FV ($)
PEP (target units)	18,856	12/15/2023	1,980,383
RSU (shares)	12,571	12/15/2023	1,160,052

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	32,413 shares; <1% of outstanding class (star indicates less than one percent) .
Ownership Guidelines (NEOs)	Requirement: 3x base salary; Kapoor actual multiple: 10.3x as of Oct 1, 2024 (in compliance) .
Outstanding, Unvested Awards (9/30/2024)	RSUs unvested: RSU2024 12,571; RSU2023 9,562; RSU2022 9,371 (market values shown in proxy) .
PEP Earned (service-vesting)	PEP2024 3,679; PEP2023 6,375; PEP2022 19,638 (subject to service-based vesting at 9/30/2024) .
PEP Unearned (performance-based)	PEP2024 34,033; PEP2023 17,530 (unearned shares/units not yet vested) .
FY2024 Vested Value	Shares acquired on vesting: 38,589; value realized: $3,560,993 (from PEP2021 and RSU2021) .
Hedging/Pledging	Hedging prohibited; pledging prohibited except limited, pre-approved circumstances; policy applies to executives .
Clawback	Policy compliant with SEC Rule 10D-1 and NYSE listing standards; recovery of incentive comp tied to restatements .

Employment Terms

Policy/Agreement	Key Terms
Senior Leadership Severance Plan (non-CIC)	If terminated by Company without Cause (not in connection with CIC): lump sum 1x base salary (CEO is 2x), prorated target bonus, additional service vesting credit for equity (12 months if 5–10 years’ service; 24 months if >10 years), and lump sum health premium equivalent (12 months; 24 months for CEO) .
CIC Severance Policy (Key Executives)	Single trigger: full vesting acceleration only if awards are not continued/substituted; PEP deemed earned based on actual performance to date and converted to unvested RSUs for time-based vesting . Double trigger (termination without Cause or with Good Reason within 90 days before to 24 months after CIC): full acceleration of unvested PEP (based on actual performance to CIC date), options, RSUs; cash severance = 1.5x (other NEOs) of base salary + average bonus over prior three years; pro rata target annual bonus; continued health coverage for 1.5 years (2x for CEO) .
Cash Severance Cap Policy	New arrangements cannot exceed 2.99x salary + target bonus without stockholder approval/ratification .
280G Treatment	Best-net approach (pay full or reduce to avoid excise tax) to maximize after-tax benefit .

Estimated Potential Payments for Kapoor (as of 9/30/2024):

Involuntary termination without Cause (non-CIC): Severance $1,620,000; Health and Welfare $17,107; LTI vesting value $2,995,721 .
Involuntary termination upon Change of Control (double trigger): Severance $3,299,913; Health and Welfare $25,660; LTI vesting value $11,628,136 .

Long-Term Incentive Agreements – vesting on death/disability (full RSU vesting; PEP vests based on actual performance to date); retirement pro rata rules (RSU2022/PEP2022); for awards granted FY2023–FY2024, RSU forfeiture upon retirement while PEP continues with actual performance vesting at period end .

Performance & Track Record

Area	Highlights
FY2024 Operating/Financial	Record NSR; Segment Adj. Operating Margin 15.8% (+110 bps); Adjusted EBITDA $1,094.8M (+14%); Adjusted EPS $4.52 (+22%); Free cash flow $708.4M .
Capital Allocation/Balance Sheet	~70% of debt fixed, swapped to fixed or capped; no bond maturities until 2027; net leverage 0.8x; ~$560M returned to shareholders in FY2024; $2.2B buybacks since Sep-2020 .
TSR	3-year TSR 59% (outperformance vs S&P 500 by 28 pts and S&P 400 MidCap by 44 pts) .
Pay vs Performance Linkage	Company identifies key metrics linking compensation actually paid to performance: Adjusted EPS, Adjusted EBITDA, Free Cash Flow, NSR Segment Adjusted Operating Margin, Relative TSR, ROIC .

Compensation Structure Observations

Pay mix for NEOs emphasizes performance and equity: ~57% performance-based and ~62% stock-based at target for NEOs (illustrative breakdown provided) .
Annual incentive metrics (FCF, Adjusted EBITDA, NSR margin, KPIs) are aligned with guidance and strategic priorities; linear interpolation used; payout range 0%–200% .
PEP22 outcomes show strong ROIC/EPS performance with relatively weak Relative TSR percentile (31st → 19.2% payout), indicating balanced design that can reduce payouts if market-relative performance lags despite fundamentals .

Investment Implications

Alignment: High ownership relative to guideline (10.3x vs 3x requirement), performance-heavy pay design (PEP tied to ROIC/EPS growth/Relative TSR), clawback, and anti-hedging policies support shareholder alignment and reduce governance risk .
Retention: Significant unvested RSUs and PEP inventory plus severance protections (1.5x salary+avg bonus and full equity acceleration on CIC double-trigger) suggest low near-term retention risk but potential CIC cost if triggered .
Selling Pressure: FY2024 vesting realized 38,589 shares at $3.56M value; continued vesting cadence (three-year RSUs; multi-year PEPs) may create periodic supply, though policy restrictions limit hedging/pledging .
Execution: FY2024 outperformance across FCF, margins, EBITDA and EPS under Kapoor’s finance/operations remit is supportive; however, Relative TSR under PEP22 illustrates sensitivity to market-relative factors that could moderate equity payouts if relative performance softens .