Lara Poloni

About Lara Poloni

President of AECOM since August 2020; previously led EMEA (2017–2020) and Australia New Zealand (2014–2017). Age 56. Career spans 30+ years in planning, assessment and delivery of major infrastructure; member of the World Economic Forum’s Global Future Council on Infrastructure; Honorary Fellow of Monash University . Under the current leadership team, AECOM delivered FY2024 records in net service revenue, margin, EBITDA and free cash flow, with 3-year TSR of 59% outperforming the S&P 500 and S&P 400 by 28 and 44 points; Poloni’s FY2024 KPIs highlight design NSR growth (+8%), record design backlog (+5%), and co-leadership of sustainability initiatives (PAS 2080 certification of ScopeX) .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2024 annual incentive framework weighed financial metrics (FCF, Adjusted EBITDA, Segment Adjusted Operating Margin on NSR) and KPIs; Poloni’s total earned percentage for FY2024 annual incentive was 139.2% (KPI score 170% → 34% weighting plus 105.2% from financial metrics) .

Performance Compensation

Annual Incentive Plan – FY2024 metrics and outcomes

Poloni’s FY2024 KPI achievements: 8% design business organic NSR growth; record design backlog (+5%); expanded Enterprise Capability Centers (~20% growth); co-led Global Sustainable Legacies Council; ScopeX PAS 2080 certification .

Long-Term Incentives (granted in FY2024)

• Mix: 60% Performance Earnings Program (PEP) with metrics ROIC (3-year avg), Adjusted EPS Growth (1-, 2-, 3-year averages), and Relative TSR (25th/50th/75th percentile for threshold/target/max); 40% RSUs (3-year service vesting) .
• Poloni awards granted Dec 15, 2023:
  • PEP target units: 20,157; grant date fair value $2,117,023; cliff vest after 3-year performance period ending Dec 15, 2026, subject to performance and service .
  • RSUs: 13,438; grant date fair value $1,240,059; vest 100% on Dec 15, 2026, subject to service .

Equity Ownership & Alignment

• Beneficial ownership: 104,249 shares; less than 1% of shares outstanding .
• Stock ownership guideline: 3x salary for NEOs; Poloni actual ownership at 11.8x salary as of Oct 1, 2024 (exceeds guideline) .
• Outstanding equity (as of Sept 30, 2024):
  • Unvested RSUs: RSU2024 13,438 ($1,387,742); RSU2023 10,040 ($1,036,831); RSU2022 10,175 ($1,050,772) .
  • PEP earned (service-based) units: PEP2024 3,933 ($406,146); PEP2023 6,693 ($691,221); PEP2022 21,322 ($2,201,923) .
  • PEP unearned (performance-based) units: PEP2024 36,381 ($3,757,066); PEP2023 18,407 ($1,900,891) .
• Hedging/Pledging: Hedging prohibited; pledging prohibited except limited circumstances requiring approval and ability to repay without selling securities . Updated Dodd-Frank 10D-1 compliant clawback policy adopted Nov 2023 for incentive compensation in case of restatement .

Employment Terms

• Employment: Appointed President August 2020; entered an employment agreement March 1, 2023 (Poloni Agreement) providing eligibility under the Senior Leadership Severance Plan and Change in Control Severance Policy for Key Executives .
• Severance plan (non-CIC): Upon involuntary termination without cause, cash severance equals 1x salary (pro-rated target bonus, healthcare premium support), plus additional service credit for equity vesting based on tenure; CEO terms differ; Poloni participates per plan .
• Change in control (CIC) policy: Double-trigger required for cash/equity acceleration; cash severance multiple is 1.5x for NEOs (2x CEO) of salary + average bonus (last 3 years), pro rata annual bonus, health coverage continuation; single-trigger applies only if awards not continued/substituted (equity treatment specified) .
• Cash Severance Policy (adopted Dec 2024): Caps cash severance >2.99x salary+target bonus without shareholder approval .
• Estimated potential payments for Lara Poloni (as of Sept 30, 2024):
  • Involuntary Termination Without Cause: LTI vest value $7,399,917; cash severance $1,764,000; health benefits $35,970 .
  • Involuntary Termination upon CIC (double-trigger): LTI vest value $12,405,503; cash severance $3,729,581; health benefits $53,954 .
  • Death/Disability: LTI vest value $12,405,503 (death) / $12,405,503 (disability) .
  • Retirement: LTI vest value $6,728,336 .

Investment Implications

• Pay-for-performance alignment: Annual incentive outcomes tied to FCF, EBITDA, margin, and KPIs (safety, people, sustainability), with PEP metrics focused on ROIC, EPS growth, and Relative TSR; FY2024 payout at 139.2% for Poloni aligns with record profitability and cash flow year and 3-year TSR outperformance .
• Retention risk: Significant unvested equity through Dec 2026 and above-guideline share ownership (11.8x salary) support retention; severance/CIC economics are market-standard and double-trigger (no single-trigger cash; no tax gross-ups), moderating excess payout risk .
• Insider selling pressure: Monitor vesting dates (Dec 15, 2025 and Dec 15, 2026) for RSU/PEP settlements that could create episodic liquidity; as of Sept 30, 2024, Poloni held meaningful unvested RSUs and PEP units with specified market values .
• Alignment and governance: Hedging/pledging restrictions, updated clawback policy, and severance cap (2.99x without shareholder approval) indicate shareholder-friendly posture and lower governance red flags .
• Execution track record: Poloni’s FY2024 KPIs emphasize growth, backlog strength, and sustainability leadership; broader company performance includes record FCF ($708m), 110 bps NSR margin expansion to 15.8%, +14% Adjusted EBITDA to $1,094.8m, +22% Adjusted EPS to $4.52, and 59% 3-year TSR—supporting confidence in continued value creation .