Gary R. Birkenbeuel
TETRA TECHAbout Gary R. Birkenbeuel
Independent director (since 2018) and Audit Committee Chair at Tetra Tech (TTEK). A certified public accountant and former Ernst & Young LLP Regional Assurance Managing Partner, he brings 37 years of audit leadership across aerospace & defense, entertainment, technology, and media sectors. Age 67; BA in Economics from Claremont McKenna College; designated audit committee financial expert; currently also serves on the Nominating & Corporate Governance Committee. The Board has affirmatively determined his independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Regional Assurance Managing Partner | 2003–2017 | Led audits for multinational public/private companies in A&D, entertainment, tech, media; deep financial oversight and risk governance experience. |
| Ernst & Young LLP | Various assurance leadership roles | Retired after 37 years (years not individually disclosed) | Audit partner-in-charge for complex multinational clients, strengthening financial reporting and controls expertise. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Film Institute (AFI) | Director; Chair of Investment & Audit Committees | Not disclosed | Oversees investment and audit governance for non-profit; enhances committee leadership experience. |
| Claremont McKenna College | Visiting Professor | Not disclosed | Contributes to education and thought leadership in economics/accounting. |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Nominating & Corporate Governance (NCG) Committee.
- Committee operations: Audit Committee and NCG held 4 meetings each in FY2024 with 100% average attendance; all committee members are independent and financially literate; all Audit members designated “audit committee financial expert.”
- Board attendance: Board held six meetings in FY2024; all incumbent directors attended ≥75% of Board and assigned committee meetings; directors are encouraged to attend the annual meeting.
- Independence: Board determined Birkenbeuel is independent under Nasdaq criteria.
- Leadership structure: Combined Chair/CEO balanced by rotating independent Presiding Director (Volpi in July 2024) with defined responsibilities; executive sessions held after every Board meeting and regularly at committees.
- Related-party oversight: Audit Committee reviews related person transactions; Tetra Tech reports no related party transactions in FY2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director cash retainer. |
| Audit Committee Chair retainer | $20,000 | Additional cash retainer for Audit Committee Chair. |
| Committee membership retainer | $5,000 | Applies to Audit & Compensation Committee members (NCG membership has no retainer). |
| Meeting fees (excess >8) | $2,000 per meeting | Paid per Board/committee meeting beyond eight per year. |
| FY2024 cash actually paid (Birkenbeuel) | $130,000 | Reflects base retainer + Audit Chair retainer. |
Performance Compensation
| Element | Grant detail | Vesting | Performance metrics | Grant-date values |
|---|---|---|---|---|
| RSUs (FY2024 director grant) | 2,125 shares | Vested on Nov 30, 2024 if in service; immediate vest on change-in-control or departure after ≥10 years and full term; pro rata vest if <10 years; forfeited on death/disability. | Time-based only | RSUs at $32.86 per share grant-date fair value (part of total stock awards). |
| PSUs (FY2024 director grant) | 3,190 target shares | 3-year cliff vest; immediate vest on change-in-control or departure after ≥10 years and full term; pro rata vest if <10 years; pro rata vest on death/disability; same terms as executive PSUs. | 50% EPS growth; 50% relative TSR vs industry peer group and S&P 1000. EPS: 0% <2% CAGR, 100% at 9%, 200% at ≥16%; TSR: 0% <25th pct, 100% at 50th pct, 200% at ≥75th pct. | PSU fair value split: $32.86 (performance condition) and $48.55 (market condition) per share; total FY2024 director stock awards for Birkenbeuel $199,695. |
| FY2024 director stock awards (total) | $199,695 | Sum of RSU and PSU grant-date fair values for Birkenbeuel. |
TSR peer group (for PSU relative TSR): ABM Industries; Aegion; Clean Harbors; Covanta; Dycom; EMCOR; KBR; MasTec; Matrix; McDermott; MYR Group; Primoris; Quanta Services; Stantec; Team; Waste Connections.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other current public company boards (Birkenbeuel) | None disclosed in TTEK proxy. |
| Compensation Committee interlocks (FY2024) | None; no member was an officer/employee; no relationships requiring Item 404 disclosure; no reciprocal interlocks via TTEK executives. |
Expertise & Qualifications
- CPA; audit committee financial expert; senior leadership in Big Four assurance; risk oversight; talent management/compensation.
- Sector experience auditing A&D, entertainment, tech, media; enhances financial literacy and risk governance on Audit Committee.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Jan 2, 2025) | 40,115 shares | Less than 1% of outstanding shares. |
| Stock options outstanding | 0 | As of Sep 29, 2024. |
| Unvested PSUs outstanding | 8,430 shares | As of Sep 29, 2024. |
| Unvested RSUs outstanding | 2,125 shares | As of Sep 29, 2024. |
| Director stock ownership guidelines | ≥5x annual cash retainer; 5-year compliance window from election date. | |
| Hedging/pledging policy | Prohibited for directors and officers. |
Governance Assessment
- Strengths: Independent Audit Chair with CPA and audit committee financial expert designation; strong committee attendance; robust executive session cadence; formal related-party review with no FY2024 related party transactions disclosed; anti-hedging/anti-pledging and stock ownership guidelines support alignment. These factors bolster investor confidence in board oversight of financial reporting and risk.
- Director pay alignment: Mix of cash and equity with PSUs tied to EPS growth and relative TSR against defined peer groups and S&P 1000; no director stock option grants in FY2024; change-in-control terms require service conditions and maintain performance linkage.
- Market signals: 2024 say-on-pay support of ~93% indicates broad shareholder approval of compensation governance; committee interlocks absent reduce potential conflicts.
- Potential red flags: None identified in FY2024 (no related party transactions; no tax gross-ups; no option repricing; hedging/pledging prohibited). Continued monitoring of beneficial ownership against 5x retainer guideline is prudent, as individual compliance status is not explicitly disclosed.