Sander van ’t Noordende

About Sander van ’t Noordende

Independent director of AECOM since 2021; age 61. He is CEO of Randstad and formerly served 13 years on Accenture’s global management committee; he holds a Master’s in Industrial Engineering (Finance/Marketing) from Eindhoven University of Technology . The Board has determined he is independent under NYSE rules, and he attended 100% of Board and committee meetings in FY2024, consistent with all incumbent directors .

Past Roles

Organization	Role	Tenure	Committees/Impact
Randstad	Chief Executive Officer	2022–Present	Leads a global talent company; oversight of human/professional services relevant to AECOM’s human capital strategy .
Randstad	Member of Executive Board	Jan–Mar 2022	Executive leadership transition at Randstad .
Randstad	Member of Supervisory Board	2021	Board oversight experience at a global HR services firm .
Accenture	Group Chief Executive, Products Operating Group	2013–2020	P&L leadership, large-scale operations and transformation experience .
Accenture	Group Chief Executive, Management Consulting	2011–2013	Strategy and operations consulting leadership .
Accenture	Group Chief Executive, Resources Operating Group	2006–2011	Sector leadership across energy/resources clients .
Accenture	Various leadership roles	1987–2006	Progressive leadership; global execution experience .

External Roles

Organization	Type	Role	Tenure
Randstad	Public company	Director (Executive/CEO)	2021–Present
Micro Focus	Public company	Director	2020–2022
Virtusa	Private company	Director	05/2021–12/2021
Out & Equal	Non-profit	Board/Advisor	2016–2021

Board Governance

Committees: Compensation & Organization; Nominating & Governance (not a chair) .
Independence: Determined independent by the Board under NYSE standards .
Attendance: 100% attendance at Board and all assigned committee meetings in FY2024 (Board met 5x; Compensation 3x; Nominating 3x; Audit 8x) .
Executive sessions: Non-employee directors hold executive sessions at every regularly scheduled Board and committee meeting .

Fixed Compensation (Non-Employee Director – FY2024)

Component	Amount
Annual cash retainers earned (base + committee memberships)	$119,000
Equity award (time-vested RSUs; grant-date fair value)	$167,558
All other compensation (cash dividends on RSUs; charitable match)	$11,510
Total	$298,068
Policy context (Board-wide): Base retainer $100,000; committee member retainers $9,500 (other committees); $12,000 (Audit); committee chairs +$20,000 (other), +$25,000 (Audit/Comp); Chairman +$150,000; meeting fees paid only after >5 meetings; annual equity award $167,500 in RSUs (Chair $190,000)

Notes: His $119,000 cash aligns with $100,000 base + two committee memberships at $9,500 each .

Performance Compensation (Directors)

Director equity is time-based RSUs (no performance metrics); annual RSU grants vest on the earlier of 1-year from grant or the next annual meeting for directors .
No options or performance share metrics are used for non-employee director annual awards .

Other Directorships & Interlocks

Company	Relationship to AECOM	Note
Randstad (van ’t Noordende is CEO)	Vendor/Related party	AECOM paid Randstad ~$127,542.35 in FY2024 for temporary administrative staffing; disclosed per related-party policy and noted as an Item 404(a) relationship for Mr. van ’t Noordende .

Related-party oversight: Transactions ≥$120,000 require Audit Committee review/approval; chair may approve if < $1 million; policy outlines pre-approved categories (not applicable to executive officers at counterparty) .

Expertise & Qualifications

Deep global leadership in human capital and professional services as CEO of Randstad; extensive senior leadership at Accenture across multiple global operating groups (Products, Management Consulting, Resources) .
Education: Master’s in Industrial Engineering (Finance/Marketing), Eindhoven University of Technology (Netherlands) .
Board skills context emphasizes senior leadership, international operations, strategy, risk and talent/organization development (Board targets these skills) .

Equity Ownership

Metric	Value
Beneficial ownership (common shares)	8,746 shares
Unvested RSUs outstanding as of 9/30/2024	1,789 RSUs
Director stock ownership guideline	5x annual cash retainer
Actual ownership vs guideline (multiple of retainer)	7.9x (Meets/Exceeds)
Shares outstanding (record date)	132,638,745
Ownership as % of shares outstanding	~0.0066% (8,746 ÷ 132,638,745; calculated from disclosed figures)
Hedging/pledging policy	Hedging prohibited; pledging generally prohibited except limited circumstances with approval

Governance Assessment

Strengths
- Independent director with 100% attendance and service on two key committees (Compensation & Organization; Nominating & Governance), supporting board effectiveness and oversight .
- Strong ownership alignment: exceeds 5x retainer guideline (7.9x actual), plus ongoing director RSU participation; company prohibits hedging/pledging, reinforcing alignment .
- Global human capital expertise from Randstad and large-scale operating experience at Accenture, relevant to AECOM’s talent and organizational priorities .
Risks / RED FLAGS
- Related-party exposure: AECOM’s ~$127.5k spend with Randstad in FY2024 while he serves as Randstad CEO (requires scrutiny and Audit Committee oversight under policy) .
- He serves on the Compensation & Organization Committee while having a related-party role at a vendor; although the transaction is modest and policy-governed, investors should monitor for any expansion in scope/amount and ensure continued independent oversight .
Additional context for investor confidence
- Board-wide: majority independent, all-independent key committees, majority voting, proxy access, and annual Say-on-Pay; all incumbent directors met 100% attendance in FY2024 .
- Director compensation mix is balanced (cash retainer plus time-based RSUs), standard for market practice per the company’s advisor .

Appendix: Committee Assignments Snapshot (FY2024)

Committee	Role
Compensation & Organization	Member
Nominating & Governance	Member

Appendix: Director Compensation Detail (FY2024)

Item	Amount	Notes
Fees earned/paid in cash	$119,000	Base + committee retainers
Stock awards (RSUs)	$167,558	Time-vested RSUs
All other compensation	$11,510	Cash dividends on RSUs; charitable match eligibility
Total	$298,068