Kirsten M. Volpi
TETRA TECHAbout Kirsten M. Volpi
Independent director at Tetra Tech since 2013; currently Presiding Director, Chair of the Compensation Committee, and member of the Audit Committee. She is EVP, COO, and CFO of the Colorado School of Mines; previously Chief Administrative Officer of the U.S. Olympic Committee and held senior finance roles at Rensselaer Polytechnic Institute, University of Colorado Foundation, and American Water Works Association. Age 60; BS in Accounting (University of Colorado); CPA; designated audit committee financial expert, with deep financial and operating oversight credentials . She is an independent director under Nasdaq standards and was elected Presiding Director in July 2024 with defined responsibilities to lead executive sessions, serve as principal liaison to the Chair/CEO, and engage investors as appropriate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colorado School of Mines | EVP, COO, and CFO | 2013–present | Senior operating and financial leadership |
| U.S. Olympic Committee | Chief Administrative Officer | 2011–2013 | Enterprise administration leadership |
| Rensselaer Polytechnic Institute; University of Colorado Foundation; American Water Works Association | Various financial management roles | Not disclosed (prior to 2011) | Progressively senior finance/administration roles; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | The director biography lists no current other public company directorships . |
Board Governance
- Independence: Board determined Ms. Volpi is independent; all committee members are independent and Audit/Compensation members meet heightened Nasdaq independence standards; Audit members designated “financial experts” .
- Leadership: Presiding Director since July 2024 with robust duties (schedules/chairs independent sessions, principal liaison to CEO/Chair, investor availability, oversees annual self-evaluation with NCG) .
- Committees: Chair—Compensation; Member—Audit; committee responsibilities and charters reviewed annually .
- Attendance: FY2024 Board met 6 times; all incumbent directors attended ≥75% of Board and committee meetings; committee average attendance 100% (Audit 4 meetings; NCG 4; Compensation 4) .
- Governance policies: Majority vote standard with mandatory resignation; proxy access; director tenure limits (12 years; 15 years for service beginning prior to 2014); retirement at 75; overboarding limit (≤3 other public boards); annual evaluations; regular executive sessions .
- Related parties: No related-person transactions in FY2024 .
- Say-on-Pay: 93% approval at 2024 Annual Meeting, signaling strong shareholder support .
Fixed Compensation (Director)
| Component | FY2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 154,599 |
| Option Awards | 0 |
| Stock Awards | 199,695 (aggregate grant-date fair value) |
| Total | 354,654 |
Program structure (for reference; amounts paid vary by role/partial year): base annual cash retainer $110,000; Presiding Director $35,000; Compensation Committee Chair $18,000; Audit Committee membership $5,000; meeting fee $2,000 per meeting in excess of eight .
Performance Compensation (Director Equity)
| Grant/Instrument | Grant Date | Shares/Units | Key Terms | Grant-date Fair Value |
|---|---|---|---|---|
| PSUs (target) | 11/21/2023 | 3,190 | 3-year cliff vesting; same terms as executive PSUs; vesting based 50% on EPS growth and 50% on relative TSR vs an industry peer set and S&P 1000; immediate vest on change in control or upon board departure after ≥10 years and full term; pro rata vesting if <10 years, subject to performance | $129,859 total; per-share fair value split: $32.86 (EPS component) and $48.55 (TSR component) |
| RSUs | 11/21/2023 | 2,125 | Time-based; vested on 11/30/2024 if then a director; immediate vest on change in control or upon board departure after ≥10 years and full term; pro rata vesting if <10 years; forfeiture upon death/disability (for RSUs) | $69,836 (based on $32.86/share) |
PSU performance metrics (detail)
- EPS Growth: 0% vesting <2% CAGR; 100% at 9%; 200% at ≥16% over the 3-year performance period (executive PSU schedule; directors’ PSUs follow the same terms) .
- Relative TSR: 0% if <25th percentile; 100% at 50th; 200% at ≥75th percentile vs equally weighted industry peer group and S&P 1000 (executive PSU schedule; directors’ PSUs follow the same terms) .
Stock ownership and clawback policies (alignment and risk management)
- Director stock ownership guideline: ≥5x annual base cash retainer; 5-year compliance window; must retain ≥75% of “gain shares” until compliant; all directors/officers in compliance as of FYE2024 .
- Anti-hedging/anti-pledging: Hedging and pledging of Company stock prohibited .
- Clawback: Company has a Dodd-Frank compliant recoupment policy for incentive compensation tied to financial reporting measures .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Volpi |
| Compensation Committee interlocks | None in FY2024 (no interlocking relationships) |
Expertise & Qualifications
- Financial expert/CPA; Audit Committee financial expert designation .
- Senior leadership and operating experience (EVP/COO/CFO) in higher education and large nonprofits; risk oversight and talent/compensation expertise .
- Governance leadership as Presiding Director, leading independent sessions and overseeing self-evaluations; investor engagement availability as needed .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Total beneficial ownership (common shares) | 86,312; includes options exercisable within 60 days |
| Ownership as % of outstanding | <1% (as reported) |
| Options exercisable within 60 days | 16,000 |
| Unvested PSUs (as of 9/29/2024) | 8,430 |
| Unvested RSUs (as of 9/29/2024) | 2,125 |
| Hedging/pledging | Prohibited by policy |
Insider trades and position changes (recent Form 4 filings)
| Date (txn) | Type | Shares | Price ($) | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2025-02-05 | Option exercise (M) | 6,000 | 9.59 | 10,000 options remaining; common shares updated | https://www.sec.gov/Archives/edgar/data/831641/000083164125000007/0000831641-25-000007-index.htm |
| 2025-02-04 | Sale (S) | 4,100 | 34.326 | 64,541 common | https://www.sec.gov/Archives/edgar/data/831641/000083164125000007/0000831641-25-000007-index.htm |
| 2025-02-04 | Sale (S) | 1,671 | 34.41 | 68,641 common prior to sequence; multiple line items | https://www.sec.gov/Archives/edgar/data/831641/000083164125000007/0000831641-25-000007-index.htm |
| 2025-02-05 | Gift (G) | 3,800 | 0.00 | 62,396 common | https://www.sec.gov/Archives/edgar/data/831641/000083164125000007/0000831641-25-000007-index.htm |
| 2024-09-10 | Sale (S) | 1,950 | 46.00 | 63,790 common | https://www.sec.gov/Archives/edgar/data/831641/000083164124000048/0000831641-24-000048-index.htm |
Notes: RSU vesting (2,125) reported 2024-11-30; new annual director awards on 2024-11-20 included 4,397 common shares and 1,718 new RSUs; additional small option exercises in 2024 (300 and 500) at $47.95 reported .
Governance Assessment
-
Strengths supporting investor confidence
- Independent Presiding Director with clearly defined authority; routine executive sessions; robust committee independence; strong average committee attendance (100%) .
- Compensation governance: use of independent consultant (Meridian) with no conflicts; double-trigger equity/change-in-control; no tax gross-ups; no option repricing; anti-hedging/pledging; meaningful stock ownership guidelines (directors at 5x retainer, in compliance) .
- Pay program alignment evidenced by 93% Say-on-Pay in 2024; PSUs tied to multi-year EPS growth and relative TSR .
-
Potential watch items
- Combined Chair/CEO model; mitigated by strong Presiding Director role and independent committees .
- Tenure policy: non-employee directors have a 12-year limit (15 years if service began before 2014)—Ms. Volpi (since 2013) operates under the pre-2014 15-year cap; continued board refreshment policies help manage entrenchment risk .
-
Conflicts/related-party checks
- No related-person transactions in FY2024; no compensation committee interlocks; insider trading policy prohibits hedging/pledging .
Director Compensation Structure Notes (for benchmarking context)
| Element | FY2024 Design |
|---|---|
| Cash retainers | Base $110,000; Presiding Director +$35,000; Committee Chairs (Audit $20,000; Compensation $18,000; NCG $15,000); Audit/Comp Committee membership +$5,000; meeting fee $2,000 per meeting >8 |
| Equity | Fixed target $175,000 split into PSUs (3,190 target; 3-year performance, EPS/TSR) and RSUs (2,125; time-based) granted 11/21/2023 |
Compensation Committee Analysis (relevance to Ms. Volpi as Chair)
- Committee members: Chair—Kirsten M. Volpi; Members—Christiana Obiaya, Kimberly E. Ritrievi; all independent and Rule 16b-3 non-employee directors .
- Consultant: Meridian Compensation Partners; determined independent with no conflicts; reports directly to Committee; scope includes market data, program design; committee retains sole authority over advisors .
- Program design safeguards: majority at-risk compensation; rigorous goal setting; double-trigger CIC; clawback; capped annual incentives; stock ownership guidelines .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~93%; ongoing investor outreach conducted (both spring and fall cycles) with feedback reported to the Committee and Board .
Compliance & Policies Snapshot
- Stock ownership guidelines (directors/officers compliant) .
- Anti-hedging and anti-pledging (strictly prohibited) .
- Related-party transactions policy in place; none in FY2024 .
- Section 16(a) compliance: company reports insiders were timely in their filings during FY2024 .
Summary Implications
- Ms. Volpi’s financial expertise, leadership as Presiding Director, and chairing of the Compensation Committee align with strong oversight and alignment practices that typically support investor confidence. The board’s combined Chair/CEO structure is mitigated by a robust Presiding Director role, independent committees, and excellent attendance. No red flags identified in related-party dealings, interlocks, or hedging/pledging, and shareholder support for pay was high .