Steven M. Burdick
TETRA TECHAbout Steven M. Burdick
Executive Vice President and Chief Financial Officer of Tetra Tech since April 2011 (13 years in role at FYE 2024; 21 years at the company). Age 60; B.S. in Business Administration (Santa Clara University); Certified Public Accountant. Prior TTEK roles include SVP Corporate Controller & Chief Accounting Officer (2004–2011) and VP, Management Audit (joined April 2003). Earlier career at Aura Systems, TRW Ventures, and Ernst & Young LLP . In FY 2024, TTEK delivered record revenue ($5.20B), operating income ($501M), EPS ($1.23), and backlog ($5.38B); 1-year TSR 53% and 3-year TSR 55% . Burdick is credited with reducing leverage via enhanced capital allocation, overseeing the 5-for-1 stock split, leading investor day planning, and integration/financing of EPS-accretive acquisitions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tetra Tech | EVP & CFO | Apr 2011–present | Capital structure optimization; reduced leverage; stock split execution; M&A diligence/integration; credit facility optimization . |
| Tetra Tech | SVP, Corporate Controller & CAO | 2004–2011 | Led corporate accounting and controls; preparation for CFO role . |
| Tetra Tech | VP, Management Audit | 2003–2004 | Internal audit and risk; joined TTEK April 2003 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aura Systems, Inc. | Senior financial/executive positions | Not disclosed | Operating/finance leadership before joining TTEK . |
| TRW Ventures | Senior financial/executive positions | Not disclosed | Investment/finance experience . |
| Ernst & Young LLP | Senior positions (assurance) | Not disclosed | Public-company audit and accounting foundation (CPA) . |
Fixed Compensation
| Item | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $625,000 | $675,000 | +8.0% adjusted for performance and market . |
| Perquisites | — | Limited/capped reimbursements for vehicle use, financial/tax planning, memberships, annual physicals (no tax gross-ups) | Policy-based . |
Performance Compensation
Annual Incentive Plan (AIP) — Design and FY 2024 Outcome
- Target bonus as % of salary: CFO 100% .
- Metrics/weights: Revenue (20%), Operating Income (40%), Cash Flow from Ops (20%), Backlog (20%); corporate targets set via AOP; payouts 0–200% per metric; growth-factor modifier adjusts rigor; individual performance modifier ±20% .
- CFO received a 20% positive individual modifier for extraordinary contributions .
| Metric (Corporate) | Weight | FY 2024 Target ($000) | FY 2024 Actual ($000) | Actual vs Target (%) | Preliminary CPF | Growth Factor | Final CPF contribution |
|---|---|---|---|---|---|---|---|
| Revenue | 20% | 4,975,000 | 5,198,724 | 104.50 | 1.300 | 1.1 | 1.430 |
| Operating Income | 40% | 470,000 | 510,498 | 108.62 | 1.345 | 1.1 | 1.479 |
| Cash Flow | 20% | 300,000 | 358,724 | 119.57 | 1.783 | 0.9 | 1.605 |
| Backlog | 20% | 5,030,000 | 5,376,056 | 106.88 | 1.459 | 1.0 | 1.459 |
| Corporate Performance Factor (CPF) | — | — | — | — | 1.446 | Applied | 1.4903 (final) |
| AIP Component | Value |
|---|---|
| FY 2024 Base Salary | $675,000 |
| Target Bonus % | 100% |
| Financial Modifier (CPF) | 1.4903 |
| Individual Performance Modifier | 1.200 |
| Actual FY 2024 AIP Payout ($) | $1,207,143 |
Long-Term Incentives (FY 2024 grants; granted Nov 16/21, 2023)
- Mix: 60% PSUs (3-year cliff), 40% RSUs (25% per year) .
- PSU metrics: 50% Adjusted EPS CAGR (0% <2%, 100% at 9%, 200% at ≥16%); 50% Relative TSR vs S&P 1000 and 16-company industry peer group (0% <25th percentile; 100% at 50th; 200% ≥75th) .
- Vesting requires continuous employment through vest dates; performance-based awards vest based on actual results .
| FY 2024 LTI (CFO) | Count (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| PSUs | 21,860 | 889,877 | 3-year cliff; 50% EPS growth, 50% relative TSR . |
| RSUs | 14,575 | 478,993 | 25% per year (e.g., 25% on 11/30/2024; then annually) . |
| Total Target LTI Value | — | $1,200,000 | Mix 60% PSUs / 40% RSUs . |
Equity Outstanding and Vesting Activity
| Item | Amount | Valuation basis | Notes |
|---|---|---|---|
| Unvested RSUs (FYE 2024) | 32,805 | $1,522,152 | Based on $46.40/share at 9/27/2024 . |
| Unearned PSUs (FYE 2024) | 56,000 | $2,598,400 | Assumes 100% of target for disclosure . |
| Options (exercisable/unexercisable) | 0 / 0 | — | No outstanding options. |
| FY 2024 Shares Vested (PSUs+RSUs) | 51,400 | $1,691,308 | Value realized at vest. |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (1/2/2025) | 131,115 shares | Per proxy ownership table. |
| Shares Outstanding (1/2/2025) | 268,028,347 | Basis for % ownership. |
| Ownership as % of Outstanding | ≈0.05% | 131,115 / 268,028,347 (approximate) . |
| Unvested RSUs | 32,805 ($1.52M) | Time-based; 25% per year . |
| Unearned PSUs | 56,000 ($2.60M) | Performance-based; 3-year cliff . |
| Options (Exercisable/Unexercisable) | 0 / 0 | None outstanding. |
| Deferred Compensation (DCP) Balance | $6,856,747 | FY 2024 aggregate balance; $1,332,657 FY24 earnings; $383,902 withdrawals; $0 contributions . |
| Ownership Guidelines | NEOs must hold 2x–6x base salary; all NEOs in compliance . | |
| Hedging/Pledging | Prohibited for directors and officers; all NEOs in compliance . | |
| Clawback | Restatement-based recovery of incentive comp tied to financial reporting measures . |
Employment Terms
| Provision | CFO Terms | Notes |
|---|---|---|
| Employment Agreement | None (at-will) | Reflects pay-for-performance philosophy. |
| CIC Severance (Double Trigger) | 1.5x (salary + target bonus) | Requires termination without cause or for good reason within 2 years post-CIC (or 90 days pre-CIC for no-cause) . |
| Pro-rata Bonus | Yes (target), year of termination . | |
| Prior-year Earned Bonus | Pay if unpaid . | |
| Health Benefits Continuation | 102% of medical premiums for 18 months . | |
| Equity on Qualifying CIC Termination | Full vesting of time-based; performance awards vest based on actual results . | |
| Tax Gross-Up | None; parachute cutback unless better after-tax to take full amount . | |
| Restrictive Covenants | Confidentiality and non-solicitation; 18 months for CFO . |
Indicative CIC Economics (SEC-required assumptions: 9/27/2024 change; $46.40 share price; PSUs at 100% target) :
- Severance cash: $1,181,250; Health benefits: $15,540; Accelerated vesting: PSUs $2,598,400; RSUs $1,522,152; Total: $5,317,342 .
Performance & Track Record
| Company Metric | FY 2023 | FY 2024 | YoY |
|---|---|---|---|
| Revenue ($MM) | 4,522.6 | 5,199.0 | +15% |
| Operating Income ($MM) | 419.9 | 501.0 | +40% |
| EPS ($) | — | 1.23 | +21% vs FY23 |
| Backlog ($MM) | 4,790.4 | 5,376.1 | +12% |
| TSR | — | 1-yr: 53%; 3-yr: 55% | Outperformed S&P 1000 and TSR peer set . |
Notable CFO contributions cited by Compensation Committee:
- Reduced leverage and optimized capital structure; sustainability-linked credit facility savings; led 5-for-1 split; acquisition diligence and integration (e.g., LS Technologies), and RPS Group ERP transition; investor day planning .
Compensation Governance, Peer Groups, Say-on-Pay
- Best practices: at-risk pay emphasis; double-trigger CIC; no option repricing; no excise tax gross-ups; anti-hedging/pledging; stock ownership guidelines; independent consultant (Meridian) .
- TSR peer group used for PSU measurement includes ABM, Clean Harbors, Quanta, Stantec, KBR, MasTec, Waste Connections, others (16 total) .
- Say-on-Pay: ~93% approval at 2024 Annual Meeting (for FY 2023 program) .
Compensation Structure Analysis
- Year-over-year mix: 2024 increased base salary (+8%) and maintained substantial at-risk pay (AIP and LTI), consistent with market median targeting and strong fiscal outcomes .
- Shift in equity vehicles: Program emphasizes PSUs (60%) over RSUs (40%), tying outcomes to EPS CAGR and relative TSR; no stock options outstanding for CFO reduces leverage to share price volatility and eliminates repricing risk .
- Discretionary adjustments: +20% individual modifier applied based on specific execution achievements in FY 2024, on top of formulaic CPF of 1.4903 .
- Clawback/ownership/anti-pledging: Strong alignment and risk mitigation via policy framework; all NEOs compliant with ownership guidelines .
Investment Implications
- Alignment: CFO incentives are tightly linked to drivers that matter to equity holders—EPS growth, relative TSR, profitability, and cash generation. FY 2024 overachievement produced a 1.4903 CPF and meaningful AIP payout, while PSUs require sustained 3-year performance, aligning management horizon with shareholders .
- Retention and overhang: Material unvested PSUs ($2.60M at target) and RSUs ($1.52M) plus DCP balance ($6.86M) create retention value and staggered supply of sellable shares via annual RSU vesting and 3-year PSU cliffs; no options mitigates “in-the-money” selling pressure dynamics . Anti-hedging/pledging reduces misalignment risk .
- Change-in-control economics: Double-trigger terms (1.5x cash, pro-rata bonus, time-based vest, performance vest on actuals) balance retention without windfalls; absence of gross-up and presence of cutback are shareholder-friendly .
- Execution risk: Incentive plan design and FY 2024 results indicate strong operating discipline (revenue, OI, cash flow, backlog beats vs targets), but future PSU payouts hinge on sustaining EPS CAGR and relative TSR versus demanding peers, appropriately placing compensation at risk if performance normalizes .