General Janet C. Wolfenbarger

About General Janet C. Wolfenbarger

General Janet C. Wolfenbarger (age 66) has served on AECOM’s Board since 2015 and is an independent director. She sits on the Audit Committee and the Nominating and Governance Committee. A retired four-star general and the U.S. Air Force’s first female four-star general, she brings significant government acquisition and international experience. Education: B.S. in Engineering Sciences (U.S. Air Force Academy); M.S. in Aeronautics and Astronautics (MIT); M.S. in National Resource Strategy (National Defense University) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Air Force Materiel Command, Wright-Patterson AFB	Commander, Air Force Materiel Command	2012–2015	Senior leadership of acquisition, logistics, sustainment functions
Pentagon	Military Deputy to the Assistant Secretary of the Air Force for Acquisition	2011–2012	Oversight of acquisition portfolio and policy
U.S. Air Force (Aeronautical Systems Center)	Commander, C-17 Systems Group	2002–2005	Program leadership and procurement oversight
U.S. Air Force	Director, B-2 System Program Office	2000–2002	Advanced systems program management

External Roles

Organization	Role	Tenure	Committees/Impact
Massachusetts Institute of Technology Corporation	Member	2020–Present	Governance of an academic institution
FIRST (For Inspiration and Recognition of Science and Technology)	Board member	2022–Present	STEM advocacy
Falcon Foundation	Board member	2016–Present	USAFA preparatory support
KPMG LLP	Board role (private partnership)	2018–2023	Private board service; not a public company

Board Governance

Independence and committees: Independent director; member, Audit; member, Nominating & Governance .
Attendance: Each incumbent director attended 100% of Board and applicable committee meetings in FY2024 .
Meeting cadence (FY2024): Board 5; Audit 8; Compensation 3; Nominating Committee meetings held during the year (company reports committee activity) .
Executive sessions: Held at each regularly scheduled Board and committee meeting; committees are composed entirely of independent directors .
Audit Committee engagement: As a member, she joined the committee in recommending EY’s retention for FY2025 and overseeing financial reporting and internal controls; Audit fees totaled $8.5M in FY2024 (total fees $10.4M) .

Fixed Compensation

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	124,500	167,558	5,710 (includes dividends and company charitable match)	297,768

Policy notes: Non-employee directors receive an annual time-vested RSU grant valued at $167,500 (Chair $190,000); a $1,000 per-day fee for qualifying Board-related functions applies; directors may defer cash retainer and/or RSUs via the Executive Deferred Compensation Plan .
Ownership guidelines are set at 5x the $100,000 cash retainer (multiple updated annually); General Wolfenbarger’s actual multiple is 31.5x, indicating strong alignment .

Performance Compensation

Award Type	Grant/Vesting	Amount/Terms	Performance Metrics
RSUs (director annual grant)	Granted Mar 19, 2024; 100% vest on earlier of 1st anniversary or 2025 Annual Meeting; settled in shares	$167,558 grant-date fair value	None disclosed for directors (time-vested)

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for General Wolfenbarger in the proxy biography
Committee interlocks	Compensation Committee interlocks disclosed only for Mr. van ’t Noordende (Randstad); no 404(a) relationships disclosed for General Wolfenbarger .
Annual meeting attendance	All directors at the time attended the 2024 Annual Meeting .

Expertise & Qualifications

Government/acquisition expertise and international experience; first female four-star general in USAF, supporting AECOM’s public-sector client base .
Financially literate under NYSE rules at the Board level; AECOM emphasizes government/regulatory expertise in director skills matrix (Board-wide framework) .
Advanced technical and strategic education (USAF Academy; MIT; National Defense University) .

Equity Ownership

Metric	Value
Beneficial ownership (as of Jan 6, 2025)	35,145 shares; less than 1% of class
Unvested RSUs outstanding (as of Sep 30, 2024)	1,789 RSUs
Ownership guideline (retainer multiple)	Required: 5.0x; Actual: 31.5x; Status: Meets
Pledging/hedging	No pledging specifically disclosed for her in the Security Ownership section

Governance Assessment

Strengths: Independent director with 100% attendance and active service on the Audit and Nominating & Governance Committees; Audit Committee oversight includes auditor independence, internal control reviews, and recommendation to retain EY, reinforcing financial reporting discipline . Her deep U.S. government acquisition background aligns with AECOM’s global public-sector clients, enhancing risk oversight and bid/governance rigor . High ownership relative to guideline (31.5x vs 5x) signals strong alignment with shareholders .
Conflicts/related-party: No Item 404(a) related-party transactions disclosed for General Wolfenbarger (only Randstad relationship noted for another director) .
RED FLAGS: None observed—no attendance issues; no disclosed related-party transactions; director equity is time-vested (no option repricing or unusual terms disclosed) .

Citations: (AECOM 2025 DEF 14A, published Jan 17, 2025)