Kimberly E. Ritrievi
TETRA TECHAbout Kimberly E. Ritrievi
Independent director at Tetra Tech since 2013; age 66. President of The Ritrievi Group LLC (since 2005), former Co‑Director of Americas Investment Research at Goldman Sachs (2001–2004), and prior Specialty Chemicals equity analyst at Goldman Sachs, Credit Suisse First Boston, Lehman Brothers, and PaineWebber. Educational credentials: BS Chemical Engineering (Princeton), MS Management (MIT Sloan), ScD Chemical Engineering (MIT). Designated audit committee financial expert; designated ESG expert; NACD certified director. Current public company role includes Chair of the Board at Mativ Holdings, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ritrievi Group LLC | President | 2005–present | Advisory to technology and chemical companies on financial strategies (2005–2018); private investor (2018–present) |
| Goldman Sachs & Co. | Co‑Director, Americas Investment Research | 2001–2004 | Led regional investment research |
| Goldman Sachs; CSFB; Lehman; PaineWebber | Specialty Chemicals Equity Analyst | Prior to 2001 | Sector coverage; financial sophistication |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mativ Holdings, Inc. | Chair of the Board | Current | Current public company board |
| Intrinio | Advisory Director | Current | Fintech advisory |
| Princeton SEAS Leadership Council | Member | Current | Academic advisory |
| MIT Sandbox Funding Board | Member | Current | Innovation/entrepreneurship advisory |
| Wellesley Centers for Women Council of Advisors | Member | Current | Non‑profit advisory |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member). Audit Committee chaired by Gary R. Birkenbeuel; Compensation Committee chaired by Kirsten M. Volpi; all members are independent and the Audit Committee members are “audit committee financial experts.”
- Independence: Board determined Dr. Ritrievi is independent under Nasdaq standards.
- Attendance: FY2024 Board held 6 meetings; all incumbent directors attended at least 75% of Board and applicable committee meetings; each standing committee held 4 meetings with average attendance 100%.
- Leadership and executive sessions: Presiding Director role rotates; Ms. Volpi elected Presiding Director in July 2024; independent directors meet in executive session after each regular Board meeting and Audit Committee meeting.
- Stock ownership guidelines: Directors must own shares equal to ≥5x annual base cash retainer within 5 years; majority of director compensation delivered in equity.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (FY2024) | $130,000 | Actual cash fees paid to Dr. Ritrievi per Director Compensation Table |
| Base cash retainer (program) | $110,000 | Non‑employee director annual retainer |
| Committee membership fees (program) | $5,000 per committee | Audit and Compensation membership fee; chairs have higher retainers |
| Meeting fees (program) | $2,000 per meeting beyond eight | Applies to Board or committee meetings exceeding eight per year |
Performance Compensation
| Equity Award | Grant Date | Shares/Targets | Grant‑Date Fair Value Inputs | Vesting & Performance Conditions |
|---|---|---|---|---|
| RSUs (FY2024 program) | Nov 21, 2023 | 2,125 units | RSU grant date fair value calculated at $32.86 per share; $69,836 portion of Stock Awards column relates to RSUs (ASC 718) | Vested on Nov 30, 2024 if remained a director; immediate vesting upon change in control or departure after ≥10 years of service and full term; pro‑rata vesting if <10 years; forfeiture upon death or disability |
| PSUs (FY2024 program) | Nov 21, 2023 | 3,190 target shares | PSU grant‑date fair values per share: $32.86 (EPS growth component) and $48.55 (relative TSR component); $129,859 portion of Stock Awards column relates to PSUs; maximum grant‑date fair value $259,717 at 200% vesting (Monte Carlo for TSR) | Three‑year performance period; cliff vest; 50% based on EPS growth; 50% based on relative TSR vs 16 GICS‑/size‑based peers (25%) and S&P 1000 (25%); immediate vesting upon change in control or departure after ≥10 years, subject to achieving performance criteria; pro‑rata vesting if <10 years |
- FY2024 Director Stock Awards total (RSUs + PSUs): $199,695 for Dr. Ritrievi. Based on disclosed amounts, her FY2024 compensation mix was approximately 39% cash ($130,000) and 61% equity ($199,695).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Mativ Holdings, Inc. | Chair of the Board | Not disclosed here | No related‑party transactions requiring disclosure under Item 404 were reported for Compensation Committee members (including Dr. Ritrievi). Board policy restricts directors to three or fewer other public company boards. |
Expertise & Qualifications
- Skill areas: Senior leadership; business development/M&A; industry/technical expertise; financial sophistication; audit committee financial expert; international operations; public board; innovation/technology; risk oversight; talent management; designated ESG expert; NACD certified director.
- Education: BS Chemical Engineering (Princeton), MS Management (MIT Sloan), ScD Chemical Engineering (MIT).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kimberly E. Ritrievi | 145,590 | <1% | As of Jan 2, 2025; outstanding shares: 268,028,347 |
| Equity Outstanding by Instrument (as of Sep 29, 2024) | |||
| Stock Options Outstanding (#) | 0 | — | No options outstanding |
| Unvested PSUs Outstanding (#) | 8,430 | — | As of FY2024 year‑end |
| Unvested RSUs Outstanding (#) | 2,125 | — | Granted Nov 21, 2023; vested Nov 30, 2024 |
- Ownership alignment: Director stock ownership guideline requires ≥5x annual base cash retainer within five years; anti‑hedging and anti‑pledging policy maintained.
Governance Assessment
- Strengths: Long tenure (since 2013) with deep sector and capital markets expertise; dual committee service (Audit and Compensation) with “audit committee financial expert” designation; full independence affirmed; high committee attendance environment and regular executive sessions support effective oversight; equity‑heavy director pay structure and ownership guidelines align incentives.
- Compensation design quality: PSU metrics tied to EPS growth and multi‑benchmark relative TSR for a three‑year period; clear change‑in‑control and tenure‑based vesting mechanics; use of independent compensation consultant; clawback policy in place.
- Conflicts/Related‑party exposure: Compensation Committee disclosed no Item 404 relationships or interlocks; Audit Committee oversees related‑party transactions. No pledging indicated; insider trading/anti‑hedging/anti‑pledging policy referenced.
- Red Flags: None disclosed specific to Dr. Ritrievi in FY2024 (no attendance issues; no related‑party transactions; no option repricing). Monitor multi‑board commitments relative to company policy (≤3 other public boards) and any evolving ties of Mativ/Intrinio to TTEK’s ecosystem, though none were disclosed.