Troy Rudd

About Troy Rudd

AECOM’s CEO since August 2020 (director since 2020), age 60; prior CFO (2015–2020) and senior finance/operator roles at AECOM after joining in 2009; earlier, Partner at KPMG (1998–2009). Education: B.Sc., University of British Columbia; M.S. Taxation, Golden Gate University . Under his leadership in FY2024, AECOM set records for net service revenue, margins, earnings, and cash flow; adjusted EBITDA grew 14%, adjusted EPS grew 22%, and segment adjusted operating margin reached 15.8% . Over FY2021–FY2024, $100 invested in AECOM increased to $253 (company TSR), versus $165 for the 2024 peer index; adjusted EPS rose to $4.52 and indexed EPS growth reached 216 (FY2020=100) .

Past Roles

Organization	Role	Years	Strategic impact
AECOM	Chief Executive Officer & Director	2020–Present	Led transformation to higher-margin professional services; record NSR, margins, earnings, FCF; capital returns to shareholders .
AECOM	Chief Financial Officer	2015–2020	Drove financial discipline; prepared basis for later margin/FCF expansion .
AECOM	COO, DCS Americas & CFO, DCS Global	2014–2015	Combined operations/finance leadership across key business line .
AECOM	SVP Corporate Finance & Treasurer	2012–2015	Strengthened capital structure/treasury .
AECOM	Various financial leadership roles	2009–2012	Corporate finance leadership .
KPMG LLP	Partner	1998–2009	Audit/leadership roles; public company/transaction expertise .

External Roles

Organization	Role	Years	Notes
AECOM	Director	2020–Present	Executive director (not independent) .
SMU Lyle School of Engineering	Executive Board	2023–Present	Industry/academia engagement .
Sustainable Markets Initiative	Member	2023–Present	Sustainability leadership network .

Fixed Compensation

Year	Base salary ($)	Change YoY (%)	Perquisites/other ($)
2024	1,326,000	4.0	244,277 (RSP match, exec physical, insurance/LTD, dividends on vested shares, membership dues)
2023	1,254,387	—	204,612
2022	1,190,463	—	281,964

Notes:

CEO did not receive separate director fees for board service .

Performance Compensation

Annual Cash Incentive (STI) – Design and Outcomes (FY2024)

Metric	Weight	Threshold	Target	Maximum	Actual	Earned (weight pts)
Free Cash Flow (USD mm)	30%	500.0	625.0	750.0	708.4	50.0% of 30%
Adjusted EBITDA (USD mm)	30%	976.0	1,085.0	1,193.0	1,094.8	32.7% of 30%
Segment Adj. Op. Margin on NSR	20%	14.0%	15.6%	17.1%	15.8%	22.5% of 20%
KPI assessment (safety/people/ESG, etc.)	20%	varies	varies	varies	CEO KPI score 170%	34.0% of 20%
Total STI earned (as % of target)	—	—	—	—	—	139.2%

CEO Target/Actual

Target bonus: 140% of salary = $1,856,400 .
Actual FY2024 bonus paid: $2,584,299 .

CEO KPI highlights (FY2024)

Record NSR, margins (15.8%), +14% adj. EBITDA, +22% adj. EPS; win rate ~50%; record pipeline; investments in Advisory/Program Mgmt; employee engagement 77% recommend; TRIR 0.07; ~$560mm returned to shareholders; net leverage ~0.8x; ~70% debt fixed/capped; no bond maturities until 2027 .

Long-Term Incentive (LTI) – Structure and Grants

Component	Weight	Metrics	Grant date	Units/RSUs	Grant-date fair value ($)	Vesting
Performance Earning Program (PEP 2024)	60%	1/3 Relative TSR (vs peer group), 1/3 3-yr avg ROIC, 1/3 1/2/3-yr avg Adjusted EPS growth	12/15/2023	61,769 target units	6,487,392	Cliff on 12/15/2026, 0–200% based on results; 66.7% financial (ROIC/EPS), 33.3% market (TSR) .
Time-based RSUs (RSU 2024)	40%	Service-based	12/15/2023	41,180 RSUs	3,800,090	Cliff on 12/15/2026 (service) .

Outstanding and Earned-to-Date (as of 9/30/2024)

Earned service-based and unearned PEP/RSU balances for CEO: RSU2024 41,180; RSU2023 36,812; RSU2022 30,940; PEP2024 12,052 earned service-based units and 111,486 unearned; PEP2023 24,541 earned and 67,487 unearned; PEP2022 64,835 earned (counts based on stated performance recognition methodology ).

Recent PEP cycle payout (FY2022 cycle, covering FY2022–FY2024)

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

Special CEO Stock Option (performance-based, granted on appointment)

Grant	Exercise price	Expiry	Vesting – service	Vesting – price hurdles (20-day VWAP)	Status
8/15/2020 CEO option	$38.72	8/15/2027	20% per year over 5 years	+20% ($46.46), +40% ($54.21), +60% ($61.95), +80% ($69.70), +100% ($77.44) tranches	Hurdles through +80% vested by 8/15/2024; +100% achieved, to vest 8/15/2025 .

Option activity and stock vesting (FY2024)

Options exercised: 53,097 shares; realized value $3,062,375 .
Stock awards vested: 101,310 shares; realized value $9,348,887 (includes PEP2021/RSU2021) .

Equity Ownership & Alignment

Item	Disclosure
Beneficial ownership (1/6/2025)	195,198 shares; <1% of class .
CEO ownership guideline	6x salary; CEO actual ~23.5x (in compliance) .
Hedging/pledging	Hedging banned; buying on margin and pledging generally prohibited except limited cases with pre-approval and ability-to-repay demonstration .
Insider trading windows	Company policy governs; no timing of grants to undisclosed information; most equity in RSUs .
Upcoming vesting dates (selling pressure watch)	RSU2023: 12/15/2025; RSU2024: 12/15/2026; PEP2023: 12/15/2025; PEP2024: 12/15/2026 (subject to performance/continued employment); special option final tranche 8/15/2025 .

Employment Terms

Provision	Key terms
Employment/Severance framework	CEO letter (6/13/2020) makes him eligible for Senior Leadership Severance Plan with enhanced multiples; also eligible for CIC plan with CEO-specific enhancements .
Senior Leadership Severance Plan (non-CIC)	If terminated without cause (non-CIC): lump sum of 2x base salary for CEO (others 1x), prorated target bonus; additional equity service credit (12–24 months based on tenure); healthcare premium cash value for 24 months for CEO (others 12) .
Change-in-Control (CIC) Policy (Key Executives)	Single-trigger: equity acceleration only if awards not continued/substituted; earned PEPs convert to unvested RSUs continuing on time-based schedule . Double-trigger (90 days pre- to 24 months post-CIC termination): full acceleration of unvested equity (PEP at actual-to-date), cash severance of 2x (CEO) base + average 3-year bonus; pro rata bonus at target; continued health coverage for 2 years (CEO) .
Cash severance policy cap	New agreements cannot exceed 2.99x base + target bonus without shareholder approval (adopted Dec 2024) .
Clawback	NYSE Rule 10D-1 compliant policy adopted Nov 2023; recoup incentive comp upon restatement .
Non-solicit/confidentiality	Required in release for severance eligibility; restricts solicitation of employees/customers and mandates confidentiality .

Estimated potential payments (as of 9/30/2024)

Scenario	Severance cash ($)	Health benefits ($)	LTI acceleration ($)
Involuntary termination without cause (non-CIC)	4,508,400	19,518	28,524,192
Termination upon CIC (double-trigger)	8,062,355	19,518	43,863,352
Death/Disability	—	—	43,863,352
Retirement	—	—	25,918,458

Board Governance (Director and Chair role)

Board service: Director since 2020; effective upon re-election at the February 28, 2025 annual meeting, the Board combined Chair/CEO roles and elected Rudd as Chairman; Douglas W. Stotlar serves as Lead Independent Director .
Independence/committees: As CEO, Rudd is not independent and does not serve on board committees; all standing committees (Audit, Compensation & Organization, Nominating & Governance) are fully independent and chaired by independent directors .
Governance safeguards: Regular executive sessions at each scheduled board/committee meeting; independent committee chairs; strong governance practices (majority voting, proxy access, special meeting rights, term limits, and stock ownership guidelines) .
Attendance: Each incumbent director attended 100% of Board and assigned committee meetings in FY2024 .
Director compensation: CEO does not receive additional pay for board service .
Say-on-Pay and shareholder sentiment (2025 meeting): Advisory approval of executive compensation: For 106,936,948; Against 6,427,193; Abstain 290,612 (≈94% support of votes cast for/against) . A shareholder proposal to ratify severance compensation failed (For 6,754,918; Against 106,421,857; Abstain 477,978) .

Director Compensation (for reference; Rudd not eligible as employee-director)

Non-employee director cash retainer $100,000; additional retainers for Board Chair ($150,000), Audit Chair ($25,000), Compensation Chair ($25,000), other chair roles ($20,000), committee membership stipends, and meeting fees when counts exceed thresholds; annual equity grant ~$167,500 ($190,000 for Chair) in RSUs; directors may defer via EDCP .

Compensation Structure Analysis (alignment, signals)

Mix shift and rigor: CEO’s 2024 LTI grant value increased to $9.5mm (+23.4% YoY), with 60% performance-based PEP tied to ROIC, adjusted EPS growth, and relative TSR, and 40% time-based RSUs; targets described as rigorous and aligned to long-term plan/guidance .
Pay vs performance: Strong linkage evidenced by elevated “compensation actually paid” alongside outperformance on adjusted EPS and TSR vs market indices over FY2021–FY2024 .
Options emphasis: New LTI is primarily RSUs and PSUs; CEO’s option exposure is a one-time 2020 performance option with price hurdles, now nearly fully achieved (final tranche vesting in Aug 2025) .
Cash severance discipline: New policy caps cash severance >2.99x without shareholder vote; CEO-specific severance multiples remain 2x salary (non-CIC) and 2x base+average bonus (CIC), with health benefits and equity acceleration provisions .

Equity Ownership & Outstanding Awards (detail)

Item	Count/Value
Beneficial ownership (1/6/2025)	195,198 shares .
Outstanding CEO equity (9/30/2024)	RSU2024: 41,180; RSU2023: 36,812; RSU2022: 30,940; PEP2024: 12,052 earned service-based units; PEP2024 unearned: 111,486; PEP2023: 24,541 earned; PEP2023 unearned: 67,487; PEP2022: 64,835 earned .
Options outstanding (9/30/2024)	53,097 unexercisable; exercise price $38.72; expiry 8/15/2027 .
FY2024 realizations	Options exercised: 53,097 ($3,062,375 realized); Stock vested: 101,310 ($9,348,887) .

Say‑on‑Pay & Peer Benchmarking

Peer group (unchanged in 2024): AtkinsRéalis, Booz Allen, EMCOR, Fluor, Jacobs Solutions, KBR, Leidos, MasTec, Parsons, Quanta Services, Stantec, Tetra Tech, WSP Global .
Targeting: Committee does not target a specific percentile; considers market, performance, role scope, retention .
2025 Say‑on‑Pay vote passed (see counts above) .

Related Party Transactions, Policies, and Red Flags

Related party policy: Audit Committee review required for transactions >$120,000; certain items pre-approved; example: Randstad (CEO of Randstad sits on AECOM Board) received ~$127,542 for temporary staffing services in FY2024 .
Clawback: Restatement-based recovery for incentive compensation .
Hedging/pledging: Prohibited/broadly restricted as noted (reduces misalignment risk) .
Equity award timing: No grant timing around MNPI; RSUs predominant .

Expertise & Qualifications

Finance/operator breadth (KPMG partner; AECOM CFO; DCS operations leader; CEO); international and M&A; educational grounding in taxation .
Board/industry networks via SMU Engineering Board and Sustainable Markets Initiative .

Investment Implications

Alignment: High equity ownership (23.5x salary vs 6x guideline) and heavy performance-based equity (PEP 60%) align incentives with long-term value creation; strong FY2024 execution (margin expansion, FCF, adj. EPS growth) underpins compensation outcomes .
Trading signals: Watch upcoming vesting dates (Dec 15, 2025 & 2026) and the final performance-option vest (Aug 15, 2025) as potential liquidity events; however, hedging/pledging prohibitions and high ownership multiple reduce forced-selling risk .
Retention/CIC economics: Non-CIC severance (2x salary) and CIC (2x base+avg bonus plus accelerated equity) are competitive yet capped by a 2.99x cash policy; expect stability through potential corporate events, though equity acceleration is sizable under CIC .
Governance: Combining CEO/Chair concentrates power; mitigated by a Lead Independent Director and fully independent committees; shareholder support for pay program remains strong (≈94% support), while a severance ratification proposal failed, signaling investor scrutiny of separation economics .