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Notice of 2018

)’)* Annual Meeting of Shareholders and& Proxy Statement

Jacobs Engineering Group Inc.

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Accelerating the future


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LETTER TO SHAREHOLDERS

FROM OUR CHAIRMAN & CEO

Dear Fellow Shareholder,

There has never been a more excitingAccelerating the future The world, our clients, our people are changing all the time, and at Jacobs, our agility and resiliency accelerates our path to be at Jacobs. The Company’s performance remains solid, with a foundation built uponmake the future better. We are boldly moving forward — continuing our people’s dedication, talent, innovation, commitment to safety and our culture of caring, along with a willingnessshift to create a bridgefully inclusive, technology-forward company — producing the critical solutions of tomorrow. We see every day as an opportunity to live our values in all that we do: We do things right. We challenge the accepted. We aim higher. We live inclusion. Since starting as a stronger, biggerone-person consultancy in 1947, we’ve grown remarkably into the global company we are today — powered by our people, more than 60,000 visionaries, thinkers and better Jacobs.doers. We continue to evolve — our culture, how we conduct business, the solutions and services we offer — all to make the world around us more connected and more sustainable.

Governance


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Fellow shareholders, It has been more than seven years since I took the helm as CEO. Since then, we focused on getting the fundamentals right, invested heavily in our culture reshape and Compensation Practices

As your elected fiduciaries,transform the company, executing on a series of strategic portfolio moves. With our )'))ź)')+_¾åâÚâl_ÉålßäÝ Âåèĺ×èÚ strategy launched in March, we strongly believe that comprehensive corporate governance oversight, combinedcontinue to embrace transformation to unite our people around our purpose and values, inspire new ideas and solutions, and build on our record of industry-leading performance. Today, our clients are facing one of the most disruptive periods ever, with highly talented people executing a compelling strategy, is fundamental to building long-term shareholder value. Furthermore, our Board embraces high levels of integritythe challenging geo-political environment, including the war in Ukraine, socioeconomic pressures and corporate governance processes, with a continuous review and refinementthe climate emergency. The combination of our practices.

Board Structureproactive approach to strategic portfolio management and a high-performance culture has created a business that is not only positioned for resilience during these macroeconomic conditions, but better placed to help our clients navigate these challenging times. The Boardlegacy we want to create for future generations is comprisedone of 10 members whom together bring rich industry experiencebetterment, and the climate response solutions that we co-create with our public and private sector clients are making a difference in building a healthier, safer, more sustainable and resilient future for all. Dynamic, inclusive and diverse backgrounds.culture Our Board membersculture is continually evolving — founded on empowerment and accountability. It encompasses all our people and the collective strength we take from their unique perspectives. I am proud that during my tenure, we have shifted our Executive Leadership)’))__ procurement spend to diverse and disadvantaged suppliers. Investing in our people and growing our talent base Our continued success depends on maintaining and growing our base of diverse, talented colleagues — and creating programs that are elected on an annual basis under a majority voting standard. The average tenuremeaningful to them. Our early career programs encourage, support and retain our newest employees, and this year we welcomed our new cohort of our Board members is 8 years, with 4 newly appointed directors within the last 5 years. We planmore êÞ×ä_)_-’’_Ýè×Úë×êÛé__ßäêÛèäé_×äÚ apprentices to add an additional Board member in connection with our planned acquisition of CH2M HILL Companies, Ltd. (“CH2M”).

Oversight – The Board is highly engaged and meets with management on a regular basis to provide strategic guidance, including thorough diligence on acquisition and divestiture opportunities.Jacobs. As part of our continued investment in our employees’ learning and development, we ramped up our Jacobs Leadership Program, educating our leaders and people ã×ä×ÝÛèé__×äÚ_ã×ÚÛ_ãåèÛ_êÞ×ä_)-_’’’ training programs available to our employees globally. We listened to our employees about the things that are important to them and took several steps to broaden how we support them, including family and


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solutions portfolio and focus on oversight, we appointed a lead independent director to ensure independent leadership in the boardroom.

Executive Compensation – We believe in pay for performance executive compensationESG, support, more health resources and while adding high growth software career planning programs. Whether businesses that incentivizes creating and sustaining long-term shareholder value. The majority of the compensationoffer increased value ûâÛlßØâÛ_ĺ×lé_åÜ_ĺåèáßäÝ_åè_ãåèÛ for our named executive officersclients and the communities resources for general wellbeing, we we serve. have seen how small shifts can make a big difference for our employees Ëëè_ã×àåèßêl_ßälÛéêãÛäê_ßä_̽_ Consulting is performance-based. This compensationproving highly successful and their families. And we are with synergies in our advisory services committed to continue listening to our accelerating our positive social impact. employees’ needs. ÓÛ_×èÛ_éÛÛßäÝ_éßÝäßûßÙ×äê_åææåèêëäßêßÛé The values we continue to practice in multiple end markets to shape and and the trust we have built across drive real value. Whether it is dependentworking the organization have created an together on the achievementundergrounding of environment where we can be honest, (‘_’’’_ãßâÛé_åÜ_Ù×ØâÛ_Üåè_Ì×ÙßûßÙ_Ã×é transparent and authentic with each other. We practice accountability, keep California, delivering resilient solutions our commitments and deliver results. in deforestation, facilitating clean And together, through a combinationtrusting, energy transition, or collaborating on collaborative and inclusive culture, we analyzing investments for private equity have built a strong foundation and the in green hydrogen. ÙåäûßÚÛäÙÛ_êå_êèl_äÛĺ_ßäßêß×êßlÛé_×äÚ And, in August we adopted a new innovative approaches. holding company structure with our new parent company, Jacobs Solutions Inc., Boldly moving forward which more closely aligns with Jacobs’ public identity as a global technology-Our new ¾åâÚâl_ÉålßäÝ_Âåèĺ×èÚ strategy forward solutions company. was informed by a comprehensive review of both near-termglobal mega-trends around Overall, our market capitalization is up rapid urbanization, demographics ãåèÛ_êÞ×ä_c((_Øßââßåä_¤_×ä_ßäÙèÛ×éÛ_ and long-term financial targets. We also hold shareholder advisory votes on “say-on-pay” on an annual basis.

Value Creation Strategy

We began fiscal 2017social change, technology åÜ_),(^_éßäÙÛ_)’(,__DÞßé_éêèåäÝ advancement, climate change and performance now enables us to take water scarcity. Our analysis reinforced advantage of these global mega-trends that Jacobs’ decades of deep domain ×äÚ_éßÝäßûßÙ×äê_ã×èáÛê_åææåèêëäßêßÛé_ expertise and unique capabilities align particularly our alignment with an “investor day” outlining our three-year strategythe U.S. with the most attractive, high-growth Infrastructure Investment and showcasing our business and cultural transformation initiatives. Our strategy is based on three key priorities:

Build a High Performance Culture – Reinforce a culture of accountability, inspirational leadership and innovationJobs Act end markets that will drive our vision — taking the company to new heights. and growth around climate response, consulting and advisory services, Accelerating the future and data solutions. Touching all our markets, these strategy accelerators I continue to feel a deep sense of pride unlock tremendous opportunities with for all the achievements and positive existing and new clients, while driving impacts that our people have delivered our focus on where we intend to deploy for our clients, our communities and capital over the next several years. our investors. Highlights this year Through our differentiated products and included our support of the historic solutions, operational excellence, depth and successful launch of Artemis I, the of knowledge, global delivery model ûßèéê_êÛéê_ûâßÝÞê_ßä_×_éÛèßÛé_åÜ_ßäÙèÛ×éßäÝâl and digital enablement, we are well complex missions under Artemis, positioned to support our clients. NASA’s deep space human exploration endeavor, which aims to land the As part of our new strategy, we formed a new business unit, Divergent Solutions, ûßèéê_ĺåã×ä_×äÚ_êÞÛ_ûßèéê_æÛèéåä_åÜ_ color on the moon and establish a serving as the core foundation for sustainable human future in deep space. developing and delivering innovative, next-generation cloud, cyber, data and ÑäâåÙáßäÝ_éåÙßåÛÙåäåãßÙ_ØÛäÛûßêé_ we also supported the delivery of the digital technologies. Our acquisition of StreetLight Data, Inc. and strategic Áâßð×ØÛêÞ_âßäÛ__êÞÛ_ãåéê_éßÝäßûßÙ×äê addition to London’s transport network relationship with Palantir also bring in a generation, and leveraged our numerous opportunities to leverage AI, digital OneWater approach to develop machine learning and data analytics in solutions that optimize the complete the transportation and water markets, water cycle and provide social value growing our end-to-end digital êå_ÙåããëäßêßÛé_ĺßêÞ_ã×àåè_æèåàÛÙêé_ßä places like California, Sydney and Miami. We are going to move boldly forward ßäêå_)’),_¤_ÙåäêßäëßäÝ_åëè_×ÝÝèÛééßlÛ shift to create a fully inclusive, technology-forward company —producing the critical solutions of tomorrow that support meaningful and long-lasting legacies for future generations and our planet. We are united by our purpose and recognize that the keys to success in the future will be different from those of today. We will remain agile, focus on where åëè_ÙâßÛäêé_äÛÛÚ_ëé_ãåéê__×ÚÚèÛéé_ã×àåè challenges and fully leverage our data ×äÚ_êÛÙÞäåâåÝl_éåâëêßåäé_êå_ØÛ_×_ã×àåè_ disruptor in our industry. I would like to especially thank our accomplished and highly engaged Board of Directors. Our transformational àåëèäÛl_ĺåëâÚ_äåê_Þ×lÛ_ØÛÛä_æåééßØâÛ without their guidance, engagement and support. ÓßêÞ_êÞßé_ÙâÛ×è_êè×àÛÙêåèl_ßä_æâ×ÙÛ_ now is the right time for Bob Pragada to succeed me as CEO. During Bob’s (-_lÛ×èé_ĺßêÞ_Æ×ÙåØé__ßäÙâëÚßäÝ_êÞÛ last several years as President and COO, he has demonstrated leadership excellence and a strong track record of execution. His passion for innovation and teamwork are evident in our many achievements. As I continue as Executive Chair of the Board, the Board of Directors and I have the utmost trust in ¾åØ__×äÚ_ĺÛ_×èÛ_ÙåäûßÚÛäê_ÞÛ_ßé_êÞÛ_èßÝÞê person to serve as Jacobs’ next CEO and continue to advance our success. Our vision of the future is exciting — and our new bold, inclusive and targeted strategy moves us further forward. We are committed to delivering on the vision we have set for our people, our clients, our communities and our shareholders as we continue to Challenge today. Reinvent tomorrow.


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We aim higher ÓÛ_Úå_äåê_éÛêêâÛ_¤_×âĺ×lé_âååáßäÝ_ØÛlåäÚ_êå_è×ßéÛ_êÞÛ_Ø×è_ and deliver with excellence. We are committed to our clients Øl_ØèßäÝßäÝ_ßääål×êßlÛ_éåâëêßåäé_êÞ×ê_âÛ×Ú_êå_æèåûßê×ØâÛ_ growth and shared success. Our three strategic accelerators — Climate Response, Consulting & Advisory and Data Solutions — open ëæ_éßÝäßûßÙ×äê_ÞßÝÞ_l×âëÛ_ÝèåĺêÞ opportunities with clients across Advanced Manufacturing, Cities & Places, Energy & Environment, Health & Life Sciences, Infrastructure, National Security and Space. Advanced Manufacturing Cities & Places Energy & Environment Our differentiating capabilities in We integrate data, technology, As the world’s largest environmental advanced manufacturing include mobility and connectivity to improve ÙåäéëâêßäÝ_ûßèã_¤_×äÚ_Ø×ÙáÛÚ_Øl_ Jacobs’ highly advanced design and economic and social equity, and overall decades of cross-market delivery in ÛäÝßäÛÛèßäÝ_ßä_êÞÛ_ÛâÛÙêèßûßÙ×êßåä resiliency of cities and communities, ä×êëè×â_éÙßÛäÙÛé_×äÚ_ÛäÝßäÛÛèßäÝ_¤ ecosystem, data centers and and combine domain expertise from Jacobs is at the forefront of solving the éÛãßÙåäÚëÙêåè_ã×äëÜ×ÙêëèßäÝ_¤ strategic planning, architecture, planet’s most critical environmental deployed through a global integrated design, engineering, natural sciences challenges from impact assessment delivery platform. and the arts. and natural systems modeling to remediation and compliance. ÓÛ¸lÛ_ÙåãæâÛêÛÚ_),_ãßââßåä_éçë×èÛ We’ve continued providing program feet of EV manufacturing facilities and and master planning leadership, As the program management partner three of the largest battery plants in technical design and planning Üåè_Ì×ÙßûßÙ_Ã×é_×äÚ_ÁâÛÙêèßÙ¸é_ÁâÛÙêèßÙ_ êÞÛ_ĺåèâÚ__Üåè_×_êåê×â_åÜ_*,’_ÃĺÄ_ ×Úlßéåèl_éÛèlßÙÛé_Üåè_êÞÛ_e._Øßââßåä Undergrounding Program, the largest North London sustainable mixed-use program of its kind in the U.S., we’re We’re partnering with some of the development, Meridian Water, meeting ÞÛâæßäÝ_ØèßäÝ_(‘_’’’_ãßâÛé_åÜ_æåĺÛè world’s largest technology and the U.K.’s highest health and building lines under-ground to mitigate data center providers to address standards and targeting net-zero ĺßâÚûßèÛé_ßä_×äÚ_äÛ×è_ÞßÝÞ_ûßèÛźêÞèÛ×ê critical sustainability and carbon Ù×èØåä_Øl_)’*’_ areas and respond to California’s neutrality challenges and driving evolving climate challenges. innovation with renewable power and We’re providing site master planning water technologies. and sustainability solutions for a new ÓÛ_éëææåèêÛÚ_Álæå_)’)’_ÀëØ×ß Energy Campus in Rheinland, Germany, with the planning, management Alongside Western Digital, we’re welcoming third-party partners and and achievement of one of the most working toward reducing energy, investors to build the value chains sustainable global events to date, water, carbon and waste at their global of the future and supporting the setting a high bar for accurate manufacturing facilities and updating transition of Shell in Germany to a net- greenhouse gas accounting of vulnerability assessments across zero-emissions company. mitigation measures, including the company’s portfolio with special emphasis on climate change. As program manager for the ÛäÛèÝl_ÛÜûßÙßÛäê_éêèëÙêëèÛé__âåĺ carbon materials and substantial Port of San Francisco Waterfront waste diversion. Resilience Program, we’re leading the æèÛéÛèl×êßåä_×äÚ ÜåèêßûßÙ×êßåä_åÜ_êÞÛ Jacobs is part of a consortium chosen (‘‘źlÛ×èźåâÚ_ÁãØ×èÙ×ÚÛèå_ÏÛ×ĺ×ââ by the Michigan Department of Üåè_éÛ×_âÛlÛâ_èßéÛ ×Ú×æê×êßåä__ûâååÚ Transportation and led by Electreon to protection and e rthquake resilience. develop and implement an inductive lÛÞßÙâÛ_ÙÞ×èÝßäÝ_æßâåê_¤_êÞÛ_ûßèéê_åÜ_ its kind in the U.S. — a critical step toward reducing global transportation carbon emissions.


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Health & Life Sciences urban water management to create opportunities for equitable and Jacobs’ deep subject matter expertise inclusive economic development. ×Ùèåéé_ÚßlÛèéÛ_éÙßÛäêßûßÙ__ßäÜè×éêèëÙêëèÛ_ environmental and digital domains As technical advisor to Brisbane in biopharmaceutical manufacturing, City Council, we’re guiding Brisbane health governance, health Metro toward solutions for their infrastructure and operations advisory congestion issues, and showcasing provides market differentiation and a new, improved bus system and distinct competitive advantage. cutting-edge, green transit solutions, including new battery electric, µJohns Hopkins Medicine selected us to ¨ßź×èêßÙëâ×êÛÚ_lÛÞßÙâÛé_¦êÞÛ_ûßèéê_åÜ_ æèålßÚÛ_æèåàÛÙê_ã×ä×ÝÛãÛäê_éÛèlßÙÛé their kind in Australia) that have zero for the redevelopment of laboratory tailpipe emissions space on its medical campus in ¾×âêßãåèÛ__É×èlâ×äÚ__DÞÛ_äÛĺ_æèåàÛÙê_ Our research provided a roadmap for will provide innovative spaces for airports to be able to accommodate wet and computational laboratories, hydrogen aircraft, helping U.K. as well as collaborative spaces for aerospace be ready to fuel hydrogen-investigators, clinicians and students. æåĺÛèÛÚ_×ßèÙè×Üê_ÛlæÛÙêÛÚ_Øl_)’*,_ In Thailand, we’re providing engineering design to NatureWorks for National Security a new biopolymer production plant for Encompasses solutions for public the largest supplier of polylactic acid, and private sector institutions, a low-carbon bioplastic derived from systems and programs that serve to renewable, agricultural resources like create, secure and defend national corn or sugarcane, and used in a range interests and infrastructure against of consumer goods. foreign and domestic threats across Working alongside NHS Scotland, multiple domains. we’re drafting individual Net-Zero Jacobs scored our third consecutive ¿×èØåä_Îå×Úã×æé_Üåè_()_ÊÄÏ_ÏÙåêâ×äÚ architecture and engineering Health Boards, supporting reduction of support services contract to continue operational greenhouse gas emissions supporting the U.S. Department of across a range of areas such as energy State Bureau of Overseas Buildings ÛÜûßÙßÛäÙl__ÞÛ×ê_ÚÛÙ×èØåäßð×êßåä_ Operations by providing program-power generation, waste and transport level process- and procedure-to meet a “net-zero” target on or improvement support, existing ØÛÜåèÛ_)’+’_ facilities surveys and analyses, and åêÞÛè_æèåàÛÙêźé¿ÛÙßûßÙ_éëææåèê_ Infrastructure We made a strategic investment in We’re capitalizing on our Ä×ĺáÁlÛ_*-’__êÞÛ_ßäÚëéêèl_âÛ×ÚÛè advanced design, engineering, in radio frequency geoanalytics, program management, urban providing commercially available and transportation planning, precise mapping of global RF éÙßÛäêßûßÙ_×äÚ_êÛÙÞäåâåÝl_éÛèlßÙÛé_ emissions. With our investment, we’re enhancing our digital intelligence suite The New York City Department of with spectrum-based geoanalytics Environmental Protection selected technologies, which will play an us to study the feasibility of increasingly important role in consolidating four aging wastewater delivering solutions to address critical resource recovery facilities into challenges for national security, civilian a new state-of-the-art facility on infrastructure, maritime and energy New York’s Rikers Island. Closing the clients around the world. Rikers complex permanently and èÛÚÛlÛâåæßäÝ_êÞÛ_+(*ź×ÙèÛ_ßéâ×äÚ_ĺåëâÚ_ Ëëè_ÚÛéßÝä_åÜ_êÞÛ_äÛĺ_ _((‘_éçë×èÛ offer an opportunity for renewal and foot Defense Threat Reduction Agency transformation within the surrounding (DTRA) Administration Building at communities, while freeing up valuable Kirtland Air Force Base (KAFB), New land along the East River. Jacobs’ ÉÛlßÙå_èÛÙÛßlÛÚ_êÞÛ_)’))_ÉÛèßê_½ĺ×èÚ_ approach to the study incorporates a in the Unbuilt Category from the OneWater perspective to infrastructure Society of American Military Engineers planning that includes challenging at their bi-annual Design Awards. Our award-winning design applies a “modern” working environment, allowing for maximum daylight in åÜûßÙÛé_×äÚ_ĺåèá_âåÙ×êßåäé_ĺÞßâÛ keeping spaces secure. Space Jacobs delivers high-end solutions for remote sensing and earth observation, intelligence gathering, communications and navigation and space-enabled science and exploration through its decades of experience and Ù×æ×ØßâßêßÛé_ßä_éÙßÛäêßûßÙ__ÛäÝßäÛÛèßäÝ and technology innovation. At NASA, we’re providing engineering ×äÚ_éÙßÛäêßûßÙ_æèåÚëÙêé_×äÚ_êÛÙÞäßÙ×â services at NASA Johnson Space Center — including technology development, planetary missions and physical science research, astromaterial curation, and laboratory/ facility operation and maintenance aimed at supporting the future of human space exploration. Axiom Space awarded us the architecture and engineering phase one design contract for its new (‘‘_’’’_éçë×èÛ_Üååê_½ééÛãØâl__ Integration and Testing facility to support its mission to provide access to âåĺ_Á×èêÞ_åèØßê_×äÚ_×ééÛãØâÛ_êÞÛ_ûßèéê commercial international space station — which will provide a central hub for research to support microgravity experiments, manufacturing and commerce in low Earth orbit missions. Across multiple NASA Centers, contracts and programs, we’re providing innovative solutions and technologies to support NASA in their quest to explore deep space with the Artemis program. Named after the twin sister of Apollo and goddess of the moon in Greek mythology, NASA’s Artemis missions aim to land êÞÛ_ûßèéê_ĺåã×ä_×äÚ_êÞÛ_ûßèéê_æÛèéåä of color on the moon and establish sustainable exploration in preparation for missions to Mars.


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We do things right ÓÛ_×âĺ×lé_×Ùê_ĺßêÞ_ßäêÛÝèßêl_¤_ê×áßäÝ_èÛéæåäéßØßâßêl_Üåè_åëè_ work, caring for our people and staying focused on safety and sustainability. We make investments in our clients, people and communities, so we can grow together. PlanBeyondô_)_’_ßé_åëè_×ææèå×ÙÞ_êå Åä_ÂÕ))__åëè_äÛĺ ¿âßã×êÛ_½Ùêßåä_Ìâ×ä set integrating sustainability throughout out our next phase of climate mitigation our operations and client solutions in and adaptation commitments. alignment with the United Nations (UN) Sustainable Development Goals (SDGs) ÓÛ_×èÛ_êÞÛ_ûßèéê_Ùåäéëâê×äÙl_×äÚ_åäÛ_ — planning beyond today for a more åÜ_êÞÛ_ĺåèâÚ¸é_ûßèéê_Ùåãæ×äßÛé_ĺßêÞ_ net-zero targets approved by the sustainable future for everyone. We Science Based Targets initiative. Our ßÚÛäêßûßÛÚ_éßl_ÙåèÛ_Ïëéê×ßä×ØâÛ_¾ëéßäÛéé carbon neutrality status is in line with ËØàÛÙêßlÛé__Û×ÙÞ_åäÛ_×âßÝäÛÚ_êå_×ä_ÏÀà material to our business, where we can êÞÛ_ßäêÛèä×êßåä×â_éê×äÚ×èÚ_̽Ï_)’-’_ Detailed in our ¿×èØåä_ÊÛëêè×âßêl_ Þ×lÛ_êÞÛ_ãåéê_ßäûâëÛäÙÛ_×äÚ_ßãæ×Ùê__ Commitment although we strive to contribute towards __ĺÛ_×ÙÞßÛlÛÚ_(‘‘^ low-carbon electricity and we became ×ââ_(._ÑÊ_ÏÀÃé_ carbon neutral for our operations and Sustainability at Jacobs means ØëéßäÛéé_êè×lÛâ_ßä_)’)’_×äÚ_ÙåäêßäëÛ_êå_ developing long-term outperformance.

Transformbusiness maintain these commitments. resilience and success, and positively contributing toward the Core – Fundamentally changeglobal Åä_ÂÕ)(__ĺÛ_é×ĺ_×_-’^_èÛÚëÙêßåä_ßä total, calculated greenhouse gas (GHG) economy, society and the environment. It is not simply about avoiding harm, Ûãßééßåäé_¦ÏÙåæÛ_(__ÏÙåæÛ_)_âåÙ×êßåäź but about maximizing impact and ¨×éÛÚ_×äÚ_ÏÙåæÛ_*_ØëéßäÛéé_êè×lÛâ stakeholder value, and striving to deliver ×äÚ_ÛãæâålÛÛ_Ùåããëêßäݧ_êå_((._-0, a positive, fair and inclusive future for all ê¿ËAÛ__×é_ĺÛââ_×é_×_.,^_èÛÚëÙêßåä_ßä_åëè business travel emissions — both from in partnership with our clients. ×_æèåÜåèã×_ÂÕ(0_Ø×éÛâßäÛ_êÞ×ê_èÛûâÛÙêé our acquisitions. Our net GHG emissions A leader in climate response Üåè_ÏÙåæÛé_(_×äÚ_)_×äÚ_ÏÙåæÛ_*_ØëéßäÛéé_ travel and employee commuting after We elevated climate response as one the application of renewable energy of three core accelerators in our new Company strategy and established ÙÛèêßûßÙ×êÛé_¦ÏÙåæÛ_)_ã×èáÛêź¨×éÛÚ§_×äÚ_ Ù×èØåä_åÜÜéÛêé_Üåè_ÂÕ)(_ßé_ðÛèå__DÞßèÚ ×ä_ËÜûßÙÛ_åÜ_ÃâåØ×â_¿âßã×êÛ_ÎÛéæåäéÛ and ESG, to deliver on our climate æ×èêl_lÛèßûßÛÚ_Ú×ê×_Üåè_ÂÕ))_ĺßââ_ØÛ action commitments through ßééëÛÚ_ßä_ÂÕ)*T_ innovative solutions for our clients Our ÁÏÃ_ÀßéÙâåéëèÛé_ÎÛæåèê shares and stakeholders. our Environmental, Social and ä×ØâÛ¾ëéßäÛéé ß Ë Our climate commitments Target every project to become a climate response opportunity. Achieve net-zero greenhouse gas emissions across the value chain Øl )’+’_ Maintain carbon neutrality status ×äÚ_(‘‘^_âåĺźÙ×èØåä_ÛâÛÙêèßÙßêl for our operations. Governance (ESG) performance, reported in alignment with the Sustainability Accounting Standards Board framework and informed by Global Reporting Initiative standards. We achieved industry leading ISS Prime Status for our ESG corporate rating — awarded to companies with an ESG performance above the sector- éæÛÙßûßÙ_ÌèßãÛ_êÞèÛéÞåâÚ__ĺÞßÙÞ_ãÛ×äé êÞ×ê_ĺÛ_Üëâûßââ_×ãØßêßåëé_×ØéåâëêÛ_ performance requirements. For the second consecutive year, we made the Dow Jones Sustainability North America Index, reinforcing our position as a sustainability leader among the êåæ_)’^_åÜ_êÞÛ_â×èÝÛéê_-’’_ÊåèêÞ American companies in the S&P Global ¾èå×Ú_É×èáÛê_ÅäÚÛl__ÓÛ_è×äáÛÚ_ûßÜêÞ ×ãåäÝ_+) Ùåãæ×äßÛé_×ééÛééÛÚ_ßä_åëè “Professional Services” industry group. Ëëè_éÙåèÛ_Üåè_)’))_ßäÙèÛ×éÛÚ_/_æåßäêé overall year-on-year, and our inclusion in any Dow Jones Index is pending completion of Standard and Poor’s assessment, anticipated to be released â×êÛè_ßä_ÀÛÙÛãØÛè_)’))_ Through BeyondExcellenceô_ our global approach to quality, performance excellence and continuous improvement, we deliver value on our æèåàÛÙêé_êÞèåëÝÞ_ÝååÚ_ÝålÛèä×äÙÛ_ assurance and improvement. Cultivating our culture As the world faces pressing challenges to the resilience of economies and societies, and changes in the way we operate to improve project delivery, sales effectiveness and business excellence.

Grow Profitably – Execute a balanced strategywork, we have stayed focused on organicåëè_¿ëâêëèÛ_åÜ_¿×èßäÝô_êå_ÚÛâßlÛè_êÞÛ best outcomes for our people, the environment and our company.


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We know that if we foster a learning culture and unlock career opportunities, we will fuel long-term growth acquisitionsfor our people and active managementJacobs. We are implementing technology, tools and resources to better match our people to opportunities — enabling us to ûßÛâÚ_×_ÝâåØ×â_èÛéåëèÙÛ_ØÛäÙÞ__Ëëè ÛãæâålÛÛ_ÛlæÛèßÛäÙÛ_æâ×êÜåèã_¤_Û*_ engage. excel. elevate. — helps develop our employees through continuous feedback and celebrations, aligning priorities and upskilling knowledge. Åä_ÂÕ))__åëè_Û*_ÈÛ×èäßäÝ_æâ×êÜåèã æèålßÚÛÚ_ålÛè_)-_’’’_êè×ßäßäÝ_ programs to employees globally. To continually evaluate progress in our strategic priority areas and identify new opportunities for growth, we are now conducting smaller, periodic pulse éëèlÛlé_ĺßêÞ_ÛãæâålÛÛé__ĺßêÞ_êÞÛ_ûßèéê_ ÚÛæâålÛÚ_ßä_ÂÕ))_ At Jacobs, we remain committed to prioritizing work that is healthy, safe and secure for our people and our æâ×äÛê__DÞßé_lÛ×è_ã×èáÛÚ_êÞÛ_(,źlÛ×è anniversary of portfolioBeyondZero® and we are proud to have demonstrated safety excellence with another year of businesseszero employee fatalities at work and a êåê×â_èÛÙåèÚ×ØâÛ_ßäÙßÚÛäê_è×êÛU_åÜ_’_(/ ¦Ùåãæ×èÛÚ_êå_’_)(_ßä_ÂÕ)(§__Ùåãæ×èÛÚ to drive profitable growththe North American Industry ¿â×ééßûßÙ×êßåä_ÏléêÛã¸é_ãåéê_èÛÙÛäêâl èÛæåèêÛÚV_×ÝÝèÛÝ×êÛ_è×êÛ_åÜ_’_-_ We also launched an enhanced Global Travel Risk Management program with our new Global Assistance & Response provider, International SOS, helping to keep our employees safe, secure and healthy while traveling or on assignment outside their home country. With the outbreak of war in Ukraine, our immediate concern has been the safety and wellbeing of our colleagues and their families in Ukraine — we have stayed in close communication, offering support and guidance. Our Employee Assistance Program is available globally to refugees hosted by Jacobs employees as household members. At Jacobs, we recognize that being healthy goes beyond the physical. That’s why our new Wellbeing portal provides information on our global wellbeing program integrating physical, ãÛäê×â__ûßä×äÙß×â_×äÚ_éåÙß×â_ĺÛââØÛßäÝ for Jacobs employees and their families. The program includes Jacobs’ One Million Lives app, developed in collaboration with global mental health Introduced carbon pricing on corporate business travel. Earned a place on ¿À̸é_)’)(_ÏëææâßÛè_ÁäÝ×ÝÛãÛäê_ÈÛ×ÚÛèØå×èÚ ÌëØâßéÞÛÚ_åëè_ÂÕ))_ÝâåØ×â_Climate Risk Assessment focusing on water market climate risks and opportunities. Launched a government-backed Electric Vehicle (EV) car scheme to our U.K.-based employees and a Climate-Focused Pension Fund option to our U.K. and Ireland-based employees. Over )-_’’’_ËäÛ_Éßââßåä_ÈßlÛé_ÙÞÛÙáźßäé_ĺÛèÛ_ÙåãæâÛêÛÚ_ØÛêĺÛÛä_ÀÛÙÛãØÛè_)’)’_â×ëäÙÞ_ ×äÚ_åëè_ûßéÙ×â_lÛ×è_ÛäÚ_)’))_ Partnered with Engineers Without Borders U.K. to deliver a sustainability advocates’ upskilling program_Üåè_*’_Æ×ÙåØé_ÛãæâålÛÛé_ ÎÛäÛĺÛÚ_éÙÞåâ×èéÞßæ_êå_*,_éêëÚÛäêé_êå_åëè_(*źlÛ×è_ÆÆÆ_éÙÞåâ×èéÞßæ_æèåÝè×ã, granting a êåê×â_åÜ_c(‘,_’’’_ßä_ÂÕ))_ ,,,_åÜ_åëè_âÛ×ÚÛèé_ÛäÝ×ÝÛÚ_ĺßêÞ_½ãæâßûß*, a program to strengthen leadership and development of inclusive, innovative teams to enhance strategy engagement and execution. Selected for the )’))_Ó×lÑæ_Dåæ_(‘‘_ÅäêÛèäéÞßæ_ÌèåÝè×ãé_Èßéê Enhanced our Operational Security Strategic Risk Analysis reporting system to provide clear consistent evaluation of risk for informed decision-making processes. professionals, to provide a free, publicly DÞèåëÝÞ_¿åââÛÙêßlÛâlô__åëè_ÝâåØ×â_ÝßlßäÝ_ available, mental health check-in tool and volunteering program, our people with a resources website that enables supported communities devastated users to check their own mental health by the war in Ukraine and events like and access proactive strategies for Hurricane Ian, the earthquake in the most attractive sectorspersonal mental health development. ÌÞßâßææßäÛé_×äÚ_ûâååÚßäÝ_ßä_Ì×áßéê×ä_ ÉåèÛ_êÞ×ä_)_+’’_ÌåéßêßlÛ_ÉÛäê×â_ÄÛ×âêÞ_ Twelve Jacobs employees — including Champions actively support the mental our EVP, Chief Legal & Administrative ĺÛââØÛßäÝ_åÜ_åëè_ÛãæâålÛÛé_×äÚ_(_ßä ËÜûßÙÛè_Æå×ääÛ_¿×èëéå_¤_æ×èêßÙßæ×êÛÚ_ ÛlÛèl_)+_ÛãæâålÛÛé_ßé_êè×ßäÛÚ_×é_× ßä_åëè_(+êÞ_ÝâåØ×â_¾èßÚÝÛé_êå_ÌèåéæÛèßêl Positive Mental Health Champion. bridge build, constructing a footbridge in Rwanda that now provides the local Collectively caring in community with safe passage. our communities Our annual Water for People campaign At Jacobs, we believe in investing in è×ßéÛÚ_ãåèÛ_êÞ×ä_c)-’_’’’_ßä_Ùåèæåè×êÛ and geographies.employee funds to create local local communities not only where our water and sanitation utilities around the employees live and work, but globally, making a positive impact and living ÝâåØÛ__Åä_ÂÕ))__ĺÛ_Úåä×êÛÚ_c*_)_ãßââßåä our values. We are proud that around êå_*_’’’k_ÙÞ×èßêßÛé_×Ùèåéé_)-_ÙåëäêèßÛé_ and our people tracked approximately the world our people are delivering a global science, technology, engineering, )*_’’’_låâëäêÛÛè_Þåëèé_×äÚ_ÙåãæâÛêÛÚ_ arts and mathematics (STEAM) äÛ×èâl_/_’’’_×ÙêßlßêßÛé_ education and engagement program J_ÓÛ_×èÛ_ÛlêÛèä×ââl_lÛèßÜlßäÝ_åëè_ÂÕ))_Ûãßééßåäé_×äÚ_ĺßââ_ØÛ that demonstrates our commitment to ßäÙâëÚßäÝ_êÞ×ê_Ú×ê×_ßä_åëè_ÂÕ))_ÁÏÃ_ÀßéÙâåéëèÛé_ÎÛæåèê equality, inclusion and diversity. Our ×l×ßâ×ØâÛ_éååä_ æèåÝè×ã__êÞÛ_¾ëêêÛèûâl_ÁÜÜÛÙê__ÙèÛ×êÛé K_½é_×ê_ËÙêåØÛè_(,__)’))_×äÚ_èÛÙåèÚÛÚ_ßä_×ÙÙåèÚ×äÙÛ_ĺßêÞ_ËÏĽ lasting behavior change and habit èÛÙåèÚ_áÛÛæßäÝ_èÛçëßèÛãÛäêé__Øëê_éëØàÛÙê_êå_ÙÞ×äÝÛ_êÞÛèÛ×ÜêÛè_ formation by providing young people, ÚëÛ_êå_æåééßØâÛ_ßäàëèl¨ßââäÛéé_Ùâ×ééßûßÙ×êßåä_ÙÞ×äÝÛé__DÞÛ_DÎÅÎ_ Ù×âÙëâ×êßåä_ëéÛé_êÞÛ_ÑÏ_ËÏĽ_Üåèãëâ×_åÜ_·ÊëãØÛè_åÜ_ÅäÙßÚÛäêé_ at primary or elementary school, with l_)’’_’’’_¨_êåê×â_äëãØÛè_åÜ_Þåëèé_ĺåèáÛÚ_ßä_×_lÛ×è_¸_DÞÛ the knowledge and understanding they )’’_’’’_ßé_êÞÛ_ØÛäÙÞã×èá_Ûéê×ØâßéÞÛÚ_Øl_ËÏĽ_ØÛÙ×ëéÛ_ßê èÛæèÛéÛäêé_êÞÛ_êåê×â_äëãØÛè_ åÜ_Þåëèé_(‘‘_ÛãæâålÛÛé_ĺåëâÚ_ need to put sustainability at the heart of âåÝ_ßä_,’_ĺÛÛáé_Ø×éÛÚ_åä_×_+’źÞåëè_ĺåèá_ĺÛÛá_ every decision they make as consumers L_¿ßêÛÚ_åä_ËÙêåØÛè_,êÞ__)’))_lß×_Ñ_Ï__¾ëèÛ×ë_åÜ_È×Øåè_Ïê×êßéêßÙé_ź of the future. ÅäÙßÚÛäÙÛ_è×êÛé_åÜ_äåäźÜ×ê×â_åÙÙëæ×êßåä×â_ßäàëèßÛé_×äÚ_ßââäÛééÛé_ Øl_ßäÚëéêèl_×äÚ_Ù×éÛ_êlæÛé__)’)’_Üåè_ʽſÏ_ÙåÚÛ_,+(**_

Throughout


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We challenge the accepted We know that to create a better future, we must ask the ÚßÜûßÙëâê_çëÛéêßåäé__ÓÛ_×âĺ×lé_éê×l_Ùëèßåëé_×äÚ_×èÛ_äåê afraid to try new things. Innovation is fundamental to our core as solutions we provide and reward winners GeoPod® an integrated hardware a solutions company. It builds resilience with their ability to donate to a charity (cameras and GPS/Inertial ×äÚ_ûâÛlßØßâßêl_ßäêå_åëè_ØåâÚ_éêè×êÛÝl__Då of their choice. Measurement Unit) and custom us, innovation is not simply “digital” or software system that enables And, to help teams across our company “tech.” It’s wider — it’s about applying geographically distributed ÚÛlÛâåæ_êÞÛßè_ßÚÛ×é_ëéßäÝ_êÞÛ_¾ÛlåäÚ_ÅÜô creativity to solve a problem that drives imagery mapping. value for our clients. method, we launched our ¾ÛlåäÚ_ÅÜ_ Åääål×êßåä_ÉÛêÞåÚåâåÝl_Ìâ×lØååá that KnackStack: a Hybrid Platform-as-a-explains the way we innovate, helping Service (PaaS) that enables software Supercharging innovation our teams think differently about their development through accredited ideas and how to move them forward. DevSecOps IT infrastructure; Åä_ÂÕ))__êå_ÜëèêÞÛè_ßääål×êßåä_×äÚ automates data security and access idea development, we created: control to enable computation, The Innovation Enablement team — Ideating for tomorrow development and communication. a team of people around the globe We developed the Solution Station a trained in common innovation StreetLight InSight: a Software as a single place to explore solutions created techniques and frameworks who can Service (SaaS) platform that provides by our colleagues across Jacobs. The provide innovation facilitation services platform showcases Jacobs-developed Þëã×ä_ãåØßâßêl__éëææâl_ÙÞ×ßä_ÛÜûßÙßÛäÙl for clients. And for more hands- and social value analytics through its and Jacobs-owned tools, products on development for big ideas, our machine-learning algorithms. and solutions that are ready for use in Accelerator team is made up of some of solving our client’s toughest issues. To Track Record Facilities: a construction the brightest minds in Jacobs who work date, the Solution Station has more than management platform that documents with our teammates globally to develop the next game-changing ideas. (_+’’_×ÙêßlÛ_ãåäêÞâl_ëéÛèé_×äÚ_ãåèÛ_ ×äÚ_êè×Ùáé_ÙåäéêèëÙêßåä_æèåàÛÙêé_ êÞ×ä_.’_éåâëêßåäé_êå_åÜÜÛè__ includes Track Record (TR) Engage, TR To help us coordinate and track new Facilities, TR Insight, TR Safety and TR And in line with our bold strategy, we concepts, we deployed Launch Pad an Facilities Survey product offerings. focused on developing next-generation idea management platform that makes cloud, cyber, data and digital solutions idea collection and collaboration such as: easily. Within the platform, our teams can take part in challenges to share AquaDNA: a real-time predictive ideas, collaborate with others, and analytics platform that integrates ultimately get support to bring ideas IoT sensor data to manage the êå_âßÜÛ__ËäÛ_åÜ_êÞÛ_ûßèéê_ÙÞ×ââÛäÝÛé__DÞÛ_ performance of wastewater pump Linda Fayne Levinson Sustainability cleaning and sewer networks. Innovation Challenge, named after our Aviation Suite: a suite of software tools longstanding Director of the Board that provide navigation, airdrop and and trailblazing advocate for women mission planning solutions for public in business, Linda Fayne Levinson. The and private sector aviation customers. Linda Fayne Levinson Sustainability Innovation Challenge is a new annual BlackStack: a software platform that innovation campaign to build upon accelerates sensor data collection the innovative ideas Jacobs’ teams and performs real-time edge data across the organization are already processing and analytics; bypasses thinking about, aligned to our culturehero traditional extract, transform and brands Beyond If and PlanBeyond. load (ETL) processes by leveraging Funding is awarded to one or more ideas ×èêßûßÙß×â_ßäêÛââßÝÛäÙÛ_×äÚ_ã×ÙÞßäÛ that have the foundation on which we build our reputation of excellencepotential to make the learning (AI/ML). greatest positive impact in addressing Flood Modeller: modeling software the markets we serve. This strong foundation is based on our longstanding commitment to safetyclimate crisis and/or maximizing sustainable outcomes. Our Chief êå_éßãëâ×êÛ_ûâåĺ_åÜ_ĺ×êÛè_êÞèåëÝÞ_ river channels, drainage networks and integrity, supported by four core values: (1)Âßä×äÙß×â_ËÜûßÙÛè_Ïëéê×ßä×ØâÛ_Ïåâëêßåä Awards also encourage innovation ûâååÚæâ×ßäé_¦ßäÙâëÚÛé_ÂâååÚ_ÒßÛĺÛè_×äÚ Flood Cloud.) in embedding sustainability into the


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We live inclusion We live inclusion. We put people areat the heart of our business, (2) clients arebusiness. We embrace all perspectives, collaborating to make a positive impact. Through an unparalleled focus on inclusion, with a diverse team of lßéßåä×èßÛé__êÞßäáÛèé_×äÚ_ÚåÛèé__ĺÛ_ØëßâÚ_êèëéê_¤_ßä_Û×ÙÞ_åêÞÛè_×äÚ across our valued partners, (3) performance excellencecompany At Jacobs, we want people to feel included, that they belong, and that Delivering Key Achievements our Action Plan for Advancing Justice and Equality —there is no limit to who they can be and what we can achieve together. Inclusion is about tangible action that drives Åä_êÞÛ_½Ùêßåä_Ìâ×ä__ĺÛ_ÙåããßêêÛÚ_êå_ßälÛéêßäÝ_c(‘_ãßââßåä_ålÛè_ûßlÛ_lÛ×èé_êå_éëææåèê_ÏDÁ½É meaningful, measurable change both programs in Black communities, increase our support of diverse suppliers, and strengthen in our company and in the communities our commitment to developing and (4) profitable growthhiring the best diverse talent. we serve. It means creating a culture of Åä_ÂÕ))__ĺÛ_ßälÛéêÛÚ_ãåèÛ_êÞ×ä_c0’’_’’’_êåĺ×èÚ_êÞßé_ÙåããßêãÛäê__ÓÛ_â×ëäÙÞÛÚ_êÞÛ belonging where everyone can thrive — Jacobs Equity and Advancement Program, a scholarship program and student engagement a culture that we call TogetherBeyondô plan that provides monetary supplement to Black STEAM education, and also provides and that is an imperative.

Asintegral to our new opportunities for research, mentorship, and continued STEAM outreach by Jacobs Company strategy. professionals. Part of the Action Plan’s goal is to “contribute to structural change in the broader society,” Committed, bold leadership and we created our Supplier Diversity Roadmap to further our diversity commitments. By focusing intentionally on working with minority and veteran-owned small or disadvantaged Operationalizing TogetherBeyond ØëéßäÛééÛé_×Ùèåéé_êÞÛ_ÝâåØÛ__Åä_ÂÕ))__ĺÛ_éæÛäê_ãåèÛ_êÞ×ä_c)_,+_Øßââßåä_åä_ÚßlÛèéÛ_×äÚ is supported by tangible leadership Úßé×Úl×äê×ÝÛÚ_éëææâßÛèé_¤_×ææèålßã×êÛâl_*0_0.^_åÜ_åëè_êåê×â_éëææâl_ÙÞ×ßä_éæÛäÚ_ commitment and accountability at all levels of our company. We hold our leaders accountable to personally Partnerships and recognition advance our TogetherBeyond principles as a key part of their performance consecutive ×äÚ_ÙåãæÛäé×êßåä_èÛlßÛĺé__Åä_ÂÕ))_ For the second year, named one of DÞÛ_DßãÛé_Dåæ_,’_ÁãæâålÛèé_Üåè_ÓåãÛä_ )’))__êÞÛ_Ñ_Ç_¸é_ãåéê_ÞßÝÞâl_æèåûßâÛÚ_×äÚ_ĺÛââźÛéê×ØâßéÞÛÚ_âßéêßäÝ_åÜ_ÛãæâålÛèé_éêèßlßäÝ_Üåè_ ĺÛ_éÛê_×ä_åØàÛÙêßlÛ_Üåè_×ââ_åëè_æÛåæâÛ gender equality in the workplace. leaders to have a TogetherBeyond goal and commit to meaningful and ÌèåëÚ_êå_ØÛ_è×äáÛÚ_Êå__-_ßä_ÏêåäÛĺ×ââ¸é_Ñ_Ç__Óåèáæâ×ÙÛ_Áçë×âßêl_ÅäÚÛl_¦ÓÁŧ_Dåæ_(‘‘ measurable actions to create an Employers List for LGBTQIA+ People_×äÚ_Û×èä_ÏêåäÛĺ×ââ¸é_ÃåâÚ_½ĺ×èÚ_Üåè_êÞÛ_ûßèéê_êßãÛ inclusive environment, and our effortSenior ßä_Æ×ÙåØé¸_Þßéêåèl__è×äáßäÝ_Êå_(_ßä_êÞÛ_¿åäéêèëÙêßåä__ÁäÝßäÛÛèßäÝ_×äÚ_ÌèåæÛèêl_ßäÚëéêèl_ rankings. Vice Presidents and above signed our annual I&D commitment statement. Named the Workplace Gender Equality Agency’s Employer of Choice for Gender Equality This supports two essential priorities: in Australia. our global Action Plan for Advancing Awarded Best Place to transformWork for LGBT Equality in the coreHuman Rights Campaign’s Corporate Justice and Equality and our aspirational Equality Index for the fourth year running. +'ź+'ź)'_Ýå×â_¦+’^_ãÛä__+’^_ĺåãÛä_ ×äÚ_)’^_åæÛä_êå_×äl_ÝÛäÚÛè§_ Forbes’ Named to DÞÛ_¾Ûéê_ÁãæâålÛèé_Üåè_ÀßlÛèéßêl_×äÚ_DÞÛ_Dåæ_),_¾Ûéê_¿åãæ×äßÛé_Üåè_ New Grads list, and the Straits Times’ Singapore’s Best Employers list Fostering trust Received the Cleared Assured Gold Standard for Workplace Diversity and Inclusion (U.K.). ÓÛ_ĺ×äê_åëè_æÛåæâÛ_êå_èÛûâÛÙê_êÞÛ_ Named by DiversityComm Best of the Best List of veteran-friendly companies in U.S. communities in which we live and work. ÒÛêÛè×äé_É×Ý×ðßäÛ__Dåæ_ÏëææâßÛè_ÀßlÛèéßêl_ÌèåÝè×ãé_ßä_)’))_ Through TogetherBeyond, we tackle topics that are important to them Partnered with National Business Disability Council (NBDC) through the Viscardi Center to such as equality, conscious inclusion participate in the Emerging Leaders program. and allyship. With a unique network During the year, retiring Board Director Linda Fayne Levinson was honored by the National ãÛãØÛèéÞßæ_åÜ_äÛ×èâl_(/_’’’_æÛåæâÛ Association of Corporate Directors’ (NACD) B. Kenneth West Lifetime Achievement Award. in our eight Jacobs Employee Networks ¦ÆÁÊé§_×äÚ_ÙâåéÛ_êå_(*_’’’_ßä_× Community of Practice, our employees STEAM programs, and our accessibility ÙÞ×ââÛäÝÛé_åÜ_êÞÛßè_àåëèäÛlé_×äÚ_æèålßÚÛ play an essential role in attracting practices. Our JENs offer mentoring insight and guidance for those looking new talent, helping to shape our programs that connect members with to elevate their careers. recruiting strategies and policies, our leaders who understand the unique


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Partnering with our networks has ACE Providing information, resources, and allowed us to launch meaningful Strength networking opportunities regarding policies and programs that directly in our physical, mobility and cognitive disabilities impact the wellbeing and potential of differences. to disabled staff and to staff who provide our people, such as: caregiving services. µOur “Be Seen @ Jacobs” data disclosure campaign allows employees êå_ÙåäûßÚÛäêß×ââl_×äÚ_låâëäê×èßâl_èÛæåèê Careers Empowering our employees across all the demographic data they want to Network career stages to maximize their potential report. We anticipate that this will help Explore. and make Jacobs the industry leader and give us a holistic overview of our business, we completedtalent Navigate. workplace of choice. and the ability to identify and address Inspire. pay gaps or other inequities that may exist. Enlace “Link” in Spanish — Leveraging the µGender-balanced interview teams, Linking company’s unique and vibrant Latino talent ûâÛlßØâÛ_ĺåèáßäÝ_×èè×äÝÛãÛäêé_ our Latino contributing to our company’s growth improved caregiver leave, a restructuringresource community. strategy attracting and retaining Latinos, that helps employees navigate while fostering leadership, community different pathways to parenthood, involvement, diversity and cultural pride. and “Bridge the Gap,” a program to support parents returning to work. Following the overturning of Roe v. Harambee “Working together” in Swahili — Positively Ó×ÚÛ__ĺÛ_ßÚÛäêßûßÛÚ_×_Øèå×Ú_×èè×l_åÜ_ support options and worked with our Black. impacting the black employee experience healthcare providers to ensure all Engaged. through recruitment, development, and employees have access to medical care Empowered. retention of black talent. for their unique situations. Gender-neutral restrooms, training HR specialists on transgender guidelines and ensuring U.S. healthcare plans are inclusive. And guidelines to ensure OneWorld Providing and inclusive environment that we expect will result in annual cost savingsemployees undergoing a gender One planet, actively nurtures and supports our diverse transition have the support they many employees and clients across all ethnicities need and have created a designated cultures. and cultures. “transgender specialist” to provide assistance with the process. Ensuring all key Jacobs family Prism ¿èÛ×êßäÝ_×ä_ÛälßèåäãÛäê_ĺÞÛèÛ_ÈþDÍÅk_ policies (maternity, paternity, shared employees feel able and empowered to Bring your parental leave, adoption leave, bring their whole self to work. whole self to bereavement leave) are inclusive of over $289 million. During fiscal 2017, we also invested approximately $30 million in technology modernizationwork. all families, regardless of gender or gender identity. VetNet Advocating for veterans and process improvements to enhancecurrent military Supporting reserve members, including support for our business capabilitiesarmed transitioning veterans. forces communities. Women’s Accelerating a cultural shift by empowering Network women and improve client service.

2018 Proxy StatementLOGOpromoting gender equality. Working together for gender inclusion.


 

 

To reinforce our management’s focus on profitable growth, we introduced a gross margin in backlog metric to our short-term incentive plan and added return on invested capital (ROIC) as a performance metric in our long-term incentive plan. These new metrics align our leaders’ performance more closely with building long-term shareholder value.

As we progressed through fiscal 2017, we demonstrated consistent execution against our financial strategy to achieve profitable growth. In the fourth quarter, revenue inflected to growth and gross margin percentage was 18%, up from 16% in the year ago period.

From an organic growth standpoint, we had a number of significant new project wins in keyend-markets. For example, in our Aerospace & Technology business, we were awarded a $4.6 billionfollow-on contract for Integrated Research and Development Enterprise Solutions. In our Buildings & Infrastructure business, we signed a historic joint venture agreement with Saudi Aramco to develop new social infrastructure throughout Saudi Arabia and the Middle East region.

In the fourth quarter, we announced our agreement to acquire CH2M. This acquisition is expected to be transformational for Jacobs as the combined company will advance our leadership in priority growth sectors such as Transportation, Social Infrastructure, Water, Nuclear, and Environmental Services. In addition to the CH2M acquisition, in fiscal 2017, we made a number of smaller strategic acquisitions. We acquired Aquenta Consulting Pty Ltd, which strengthened our integrated project services delivery capabilities in Asia-Pacific, and Blue Canopy to further strengthen our capabilities in data analytics, cybersecurity services and application development.

While acquisitions are a component of our strategy, as part of our active portfolio management we also evaluate asset divestures. During the fourth quarter we sold our 40% ownership in Neste Jacobs Oy, a joint venture with Neste Oy which was supporting certain energy operations and clients.

During fiscal 2017, as part of our ongoing commitment to drive long-term shareholder value, we initiated a quarterly dividend of $0.15 per share and repurchased an aggregate of $97.2 million in shares.

In summary, 2017 was a transformative year for Jacobs. We are pleased with the Company’s performance during the year and we remain confident in our ability to execute against our three-year strategic plan to enhance shareholder value, while maintaining our high standards of corporate governance.

We look forward to your attendance at our annual shareholder meeting on January 17th in New York City.

LOGO
Steven J. Demetriou

Chairman and Chief Executive Officer

ii    LOGO|2018 Proxy Statement


LOGOLOGO

NOTICE OF 20182023

ANNUAL MEETING OF SHAREHOLDERS

When:Wednesday,Tuesday, January 17, 2018,24, 2023, at 4:30 p.m.9:00 a.m., local timeCentral Standard Time

WhereLocation:The Ritz Carlton New York, Battery Park, Manhattan Ballroom, 2 West 1999 Bryan Street, New York, New York 10004First Floor, Dallas, Texas 75201 and online at www.virtualshareholdermeeting.com/J2023.

We are pleased to invite you to join our Board of Directors and senior leadership at the Jacobs Engineering GroupSolutions Inc.’s 2018 (the Company) 2023 Annual Meeting of Shareholders.Shareholders (Annual Meeting). This year, you may attend the Annual Meeting in person in Dallas, Texas or via the internet at www.virtualshareholdermeeting.com/J2023. To attend the meeting via the internet, simply enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

 

Business Items

1.

ItemsElection of Business:

1.   Electionof the directors named in the Proxy Statement to hold office until the 2019 annual meeting;2024 Annual Meeting.

2.

2.   AnadvisoryAdvisory vote to approve the Company’s executive compensation;compensation.

3.

3.   RatificationofAdvisory vote on the frequency of shareholder advisory votes on the Company’s executive compensation.

4.

Approval of the amendment and restatement of the Company’s Stock Incentive Plan.

5.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2018; and29, 2023.

6.

4.   AnyotherDiscuss any other business that may properly come before the Annual Meeting.

Record Date:

The shareholders of record at the close of business on November 22, 2017 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Proxy Voting:

It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing and returning the proxy card or voting instruction card sent to you. You also have the option of voting your shares electronically on the Internet or by telephone. Voting instructions are printed on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. To ensure your shares are represented at the meeting, please cast your vote by mail, telephone or Internet as soon as possible, even if you plan to attend the meeting in person.

Record Date

The shareholders of record at the close of business on November 30, 2022, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Proxy Voting

It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing and mailing the proxy card or voting instruction card sent to you. You also have the option of voting your shares electronically via the Internet or by telephone. Voting instructions are printed on your proxy card, voting instruction card, or Notice of Internet Availability of Proxy Materials. To ensure your shares are represented at the meeting, please cast your vote by mail, telephone or Internet as soon as possible, even if you plan to attend the Annual Meeting in person or via the virtual meeting platform.

 

How to Cast your Vote

Your vote is important.Allimportant.All shareholders who owned common stock of the Company at the close of business on the Record Date of November 22, 201730, 2022, may vote. You may vote in one of the following ways:

 

 

LOGO

LOGO  

Vote by Internet

www.proxyvote.com

   

LOGO

LOGO
  

Vote by Telephone

1 (800) 690-6903

Or the telephone number on

your proxy card

   

LOGO

LOGO
  

Vote by Mail

Sign, date, and return your

proxy or voting instruction card

 
   

LOGO

LOGO
  

Vote in Person

Attend the meeting in New

York, New York on January

17, 2018 24, 2023 either in person in Dallas, Texas or virtually during the live webcast

 

 

If your shares are held in a stock brokerage account or by a bank or other record holder, please refer to the instructions from your bank, brokerage account or other record holder.

 

By order of the Board of Directors

LOGO

LOGO

Michael R. TylerJustin C. Johnson

Senior Vice President, General Counsel and Corporate Secretary

 

  Important Notice Regarding the Availability of Proxy Materials

  for the Annual Shareholder Meeting to be Held on January 17, 201824, 2023

  TheThis Proxy Statement and accompanying 20172022 Annual Report to Shareholders are available athttp://materials.proxyvote.com/469814.

 

20182023 Proxy Statement LOGOLOGO     iiixi


 

 

TABLE OF CONTENTS

 

LETTER TO OURNOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

   i

NOTICE OF THE 2018 ANNUAL MEETING AND HOW TO VOTE

iii11 

 

PROXY STATEMENT

   1 

 

General

   1 

 

About the Annual Meeting

   1 

 

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

   45 

 

MEMBERS OF THE BOARD OF DIRECTORSWhat are You Voting on?

   45

What is the Voting Requirement?

5

Members of the Board of Directors

6 

 

Director and Director Nominee Experience Matrix

   57 

 

Director Biographies

   68 

 

CORPORATE GOVERNANCE

   1614 

 

Highlights

   1614

Our Corporate Governance Practices

15 

 

The Board’s Role in Enterprise Risk Management Oversight

   1715 

 

Board Leadership Structure

   18 

 

Board Composition

   18 

 

Independence of Directors

   19 

 

Director Nominations

   1920 

 

Committees of the Board of Directors

   20 

 

Corporate Governance Guidelines

   2123 

 

Director Education

   2223

Management Succession Planning and Development

24 

 

Annual PerformanceBoard and Committee Evaluations

   2224 

 

Attendance at Meetings of the Board and its Committees and the Shareholder Meeting

   2225 

 

Code of Ethics

   2225 

 

Stock Ownership Guidelines

   2325

Shareholder Engagement

26 

 

Contacting the Board of Directors

   2328 

 

Availability of Documents

   2428 

 

Compensation of Directors for Fiscal 2017

   2428 

 

Forward-Looking Statements

   2531 

 

PROPOSAL NO. 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

   2632

What are You Voting on?

32

What is the Voting Requirement?

32 

 

COMPENSATION COMMITTEE REPORT

   2733 

 

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)(CD&A)

   2834 

 

Executive Summary

   2834 

 

Our Executive Compensation Philosophy

   2934 

 

The Compensation Decision Process

   3038 

 

Assessing Compensation Competitiveness

   31

Shareholder Engagement andSay-on-Pay

3238 

 

Compensation Elements

   3240 

 

Other Benefits and

52

Other Policies

   4354 

 

EXECUTIVE COMPENSATION

   4756 

 

Summary Compensation Table

   4756 

 

Narrative Disclosure to Summary Compensation Table

   4857 

 

20172022 Grants of Plan-Based Awards

   4958 

 

Outstanding Equity Awards of NEOs at 20172022 FiscalYear-End

   5059 

 

Option Exercises and Stock Vested in Fiscal 20172022

   51

Equity Compensation Plan Information

5160 

 

Non-qualifiedNon-Qualified Deferred Compensation

   5260

Non-Qualified Deferred Compensation for 2022

61 

 

Compensation Under Various Termination Scenarios

   5362

Equity Compensation Plan Information

64

Pay Ratio

64 

 

PROPOSAL NO. 3 – ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

65

What are You Voting on?

65

What is the Voting Requirement?

65

PROPOSAL NO. 4 – APPROVAL OF AMENDMENT AND RESTATEMENT OF THE JACOBS SOLUTIONS INC. 1999 STOCK INCENTIVE PLAN

66

What are you voting on?

66

What is the vote requirement?

66

Executive Summary

67

PROPOSAL NO. 5 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

   5876

What are You Voting on?

76

What is the Voting Requirement?

76 

 

REPORT OF THE AUDIT COMMITTEE

   5977 

 

AUDIT ANDNON-AUDIT FEES

   6078 

 

SECURITY OWNERSHIP

   6179 

 

Security Ownership of Certain Beneficial Owners

   6179 

 

Security Ownership of Directors, Nominees and Management

   62

SECTION  16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

6380 

 

EXECUTIVE OFFICERS

   6381 

 

SHAREHOLDERS’ PROPOSALS

   6381 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   6382 

 

HOUSEHOLDING OF PROXY MATERIALS

   6483 

 

ANNUAL REPORT, FINANCIAL AND ADDITIONAL INFORMATION

   6584 

 

OTHER BUSINESS

   6584

ANNEX A

A-1 
 

 

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xii    LOGO  | 2023 Proxy Statement


 

 

PROXY STATEMENT

We are providing these proxy materials in connection with the 20182023 Annual Meeting of Shareholders (the Annual Meeting) of Jacobs Engineering GroupSolutions Inc. (the “Company”Company or “Jacobs”)Jacobs). This Proxy Statement and the Company’s 20172022 Annual Report on Form10-K were first made available to shareholders and the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card were first mailedsent to shareholders on or about December 7, 2017.13, 2022. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.

GENERAL

 

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Wednesday,Tuesday, January 17, 2018,24, 2023, at 4:30 p.m., local time, at The Ritz Carlton New York, Battery Park, Manhattan Ballroom, 2 West9:00 a.m. CST. This year’s Annual Meeting will be a “hybrid” meeting of shareholders, meaning that shareholders may attend the annual meeting in person in the building where the Company’s principal officers are located, 1999 Bryan Street, New York, New York, 10004,First Floor, Dallas, Texas 75201, or via live webcast by visiting www.virtualshareholdermeeting.com/J2023, and at any adjournment or postponement thereof.

The principal officesShareholders joining the Annual Meeting via the live webcast will be able to vote their shares electronically and submit questions during the meeting. Simply enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. You should ensure that you have a strong Wi-Fi connection wherever you intend to participate in the meeting. You should also give yourself enough time to log in and ensure that you can hear streaming audio prior to the start of the Company are locatedmeeting. We encourage you to access the virtual meeting platform before the Annual Meeting begins. Online check-in will start at 1999 Bryan Street, Suite 1200, Dallas, Texas 75201.8:45 a.m. CST on January 24, 2023,15 minutes before the meeting begins. A support line for technical assistance will also be provided on the virtual meeting website at www.virtualshareholdermeeting.com/J2023.

ABOUT THE ANNUAL MEETING

 

Who is soliciting my vote?

The Board of Directors of the Company (the “BoardBoard of Directors”Directors or “Board”)Board) is soliciting your vote in connection with the Annual Meeting.

What is the purpose of the Annual Meeting?

The Annual Meeting will be the Company’s regular annual meeting of shareholders. You will be voting on the following matters at the Annual Meeting:

 

Proposal

Number

  

Description

  

Board Recommendation

  

Page

Reference 

 Description  Board Recommendation  Page
Reference 

1

  

 

Election of the directors named in this Proxy Statement to hold office until the 2019 annual meeting;

  

 

FOR each nominee

  

 

4

 Election of the directors named in this Proxy Statement to hold office until the 2024 Annual Meeting.  FOR each nominee  5

2

  An advisory vote to approve the Company’s executive compensation; and  FOR  26 An advisory vote to approve the Company’s executive compensation.  FOR  32

3

  

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2018.

 

  FOR  58 An advisory vote on the frequency of shareholder advisory votes on the Company’s executive compensation.  EVERY YEAR  65

4

 Approval of the amendment and restatement of the Company’s Stock Incentive Plan.  FOR  66

5

 

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2023.

 

  FOR  76

2023 Proxy Statement | LOGO     1


How many votes can be cast by shareholders?

Each share of common stock is entitled to one vote. There is no cumulative voting. There were 120,521,384126,611,261 shares of common stock outstanding and entitled to vote on November 22, 201730, 2022 (the “Record Date”)Record Date).

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of common stock as of the Record Date must be present at the Annual Meeting in person, via the virtual meeting platform or by proxy in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares are counted as present at the Annual Meeting if you are present atattend the Annual Meeting in person or virtually and vote in person,during the meeting, a proxy card or voting instruction card has been properly submitted by you or on your behalf, or you have voted

2018 Proxy StatementLOGO    1


electronically onvia the Internet or by telephone. Both abstentions and brokernon-votes are counted as present for the purpose of determining the presence of a quorum. A “brokernon-vote” is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee but for which the broker or other nominee (1) lacks the discretionary authority to vote on certain matters and (2) has not received voting instructions from the beneficial owner in respect of those specific matters.

How many votes are required to elect directors and approve the other proposals?

Proposal No. 1 (Election of Directors): Each director is elected by a majority of the votes cast with respect to such nominee in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Abstentions and brokernon-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.

Proposal No. 2 (Advisory Vote to Approve Executive Compensation): The approval of the advisory resolution on the Company’s executive compensation requires the affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the advisory resolution. Brokernon-votes will have no effect on the outcome of the advisory votes. The results of advisory votes are not binding on the Board of Directors.

Proposal No. 3 (Advisory Vote on the frequency of shareholder advisory votes on the Company’s executive compensation): The frequency (every year, every two years, or every three years) receiving the highest number of votes will be deemed to be the choice of our shareholders with respect to the non-binding, advisory vote on the frequency of shareholder votes on the Company’s compensation. Abstentions and broker non-votes will have no effect of the outcome of the advisory vote. The results of advisory votes are not binding on the Board of Directors.

Proposal No. 4 (Amendment and Restatement of Stock Incentive Plan): The approval of the amendment and restatement of the Stock Incentive Plan requires the affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the vote.

Proposal No. 5 (Ratification of the Appointment of Ernst & Young LLP as Auditors): The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the proposal. This proposal is considered a routine matter with respect to which a broker or other nominee can generally vote in their discretion. Therefore, no broker non-votes are expected in connection with this proposal.

How do I vote by proxy?

You can vote your shares by completing and returning the proxy card or voting instruction card that was sent to you or by voting your shares electronically onvia the Internet or by telephone. Your Internet or telephone vote

2    LOGO  | 2023 Proxy Statement


authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card or voting instruction card. Voting instructions are printed on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. You are encouraged to vote by proxy as soon as possible, even if you plan to attend the Annual Meeting in person.person or via the virtual meeting platform.

What if I don’t vote on some of the proposals?

If you return your signed proxy card or voting instruction card in the envelope provided to you but do not mark selections, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to such selections. Similarly, when you vote electronically on the Internet and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to the matters on which you did not vote. In connection therewith, the Board of Directors has designated Mr. Steven J. Demetriou, Mr. Kevin C. Berryman and Mr. Michael R. TylerJustin C. Johnson as proxies. Shareholders that vote by telephone must vote on each matter. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, or by Internet or telephone, your shares will be voted in accordance with your instructions.

What if I hold my shares in a brokerage account or through a bank or other nominee?

If you are a beneficial owner and hold your shares in street name through a broker, bank or other nominee and do not return the voting instruction card, the broker, bank or other nominee will vote your shares on each matter at the Annual Meeting for which he or sheit has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms, but do not have discretion to vote on the election of directors, or on any advisory vote regarding the Company’s executive compensation. Ifcompensation, any advisory vote on the frequency of shareholder advisory votes on executive compensation, or on amendments to stock equity plans. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly andas a holder of record or indirectly through a broker, bank or other nominee you may receive both a proxy voting card fromor through the Company and a voting instruction card from your broker, bank or other nominee.Jacobs 401(k) Plans (as defined below). You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.

What if I hold my shares in the Jacobs 401(k) Plans?

2    LOGO|2018 Proxy Statement


If your shares of Company common stock are held in any of the Jacobs 401(k) Plus Savings Plan, the Jacobs Union 401(k) Plus Savings Plan or the Jacobs Technology Inc. Employees’ Savings Plan (collectively referred to as the Jacobs 401(k) Plans), you will receive a voting instruction card allowing you to instruct the trustee of the Jacobs 401(k) Plans how to vote such shares. The trustee will vote the shares credited to your account in accordance with your instructions, provided the trustee determines it can do so in accordance with the Employee Retirement Income Security Act of 1974 (ERISA). Pursuant to ERISA, the trustee would only be prevented from voting the shares credited to your account in accordance with your instructions if the independent fiduciary of the Jacobs 401(k) Plans, State Street Global Advisors (SSGA), deems that following the instructions would be a violation of the trustee’s fiduciary duties. To allow sufficient time for voting by the trustee of the Jacobs 401(k) Plans, your voting instructions must be received by January 19, 2023, at 11:59 p.m. EST. If you do not send instructions regarding the voting of shares in your Jacobs 401(k) Plan account(s), or if your instructions are not received in a timely manner, SSGA will direct the trustee, in SSGA’s discretion, how to vote your shares. Please follow the instructions on your voting instruction card, which may be different from those provided to other shareholders. For the avoidance of doubt, if you are a participant in a Jacobs 401(k) Plan, you may not vote during the Annual Meeting, either in person or via the virtual meeting platform. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly as a holder of record or indirectly through a broker, bank or other nominee or through the Jacobs 401(k) Plans. You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.

Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials and soliciting proxies. In addition to this solicitation of proxies by mail, the Company’s directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or electronic communication. These individuals will not be paid any additional compensation above their regular salaries and wages for any such solicitation. The Company will request

2023 Proxy Statement | LOGO     3


brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a total fee of up to $20,000 plus reimbursement of expenses. MacKenzie Partners, Inc. may solicit proxies in person, by telephone or electronic communication.

Can I change or revoke my vote?

Yes. Even if you sign and return the proxy card or voting instruction card in the form provided to you, vote by telephone, or vote electronically onvia the Internet, you retain the power to revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting. You can revoke your proxy or change your vote at any time before that deadline by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy or voting instruction card or by submitting a later-dated vote by telephone or electronically on the Internet or by voting in person ator via the virtual meeting platform during the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker, bank or other nominee.

Whom can I contact if I have questions or need assistance in voting my shares?

Please contact MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies, at:

MacKenzie Partners, Inc.

105 Madison Avenue1407 Broadway, 27th Floor

New York, New York 1001610018

proxy@mackenziepartners.com

Call Toll-Free: (800)322-2885

or

Collect:Collect/International: +1 (212)929-5500

 

2018 Proxy StatementLOGO    3

4    LOGO  | 2023 Proxy Statement


 

 

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

 

What are you votingYou Voting on?

At the Annual Meeting, shareholders will be asked to elect teneleven (11) directors to serve on the Board of Directors. The Board of Directors has nominated Steven J. Demetriou, Linda Fayne Levinson, Joseph R. Bronson, Juan José Suárez Coppel, Robert C. Davidson, Jr.,Christopher M.T. Thompson, Priya Abani, General Vincent K. Brooks, General Ralph E. Eberhart, Dawne S. Hickton,Manny Fernandez, Georgette D. Kiser, Barbara L. Loughran, Robert A. McNamara, Robert V. Pragada and Peter J. Robertson and Christopher M.T. Thompson for election as directors forone-year1-year terms expiring at the 2019 annual meeting of shareholders.2024 Annual Meeting. When elected, directors serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal.

If, any nominee for any reason, any nominee is unable to serve or will not serve, proxies may be voted for such substitute nominee as the proxy holder may determine. The

Company is not aware of any nominee who will be unable to or will not serve as a director.

What is the Vote Required?Voting Requirement?

Each director is elected by a majority of the votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). The Company did not receive any shareholder nominations for any director and thus the election of directors at the Annual Meeting will be an uncontested election.

Abstentions and brokernon-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of the election.

 

 

 

The Board of Directors unanimously recommends that you vote FOR the election of each nominee.nominee

 

2023 Proxy Statement | LOGO     5


MEMBERS OF THE BOARD OF DIRECTORSMembers of the Board of Directors

 

  Committee Memberships
Director NomineesDirectorsIndependent  Director  
Since
Committee Membership*
  Audit (1)    ESG &  
Risk
Human
Resource  and&  
Compensation
Nominating and&   
Corporate
Governance

  Steven J. Demetriou(1)(2) (3)

ChairmanChair & CEOChief Executive Officer

2015

  Linda Fayne LevinsonChristopher M.T. Thompson (2)(4)

Lead Independent Director

19962012

  Joseph R. BronsonPriya Abani

20032021

Chair

  Juan José Suárez CoppelGeneral Vincent K. Brooks

2013

 Robert C. Davidson, Jr.

2020

2001

Chair

  General Ralph E. Eberhart

2012

Chair

  Dawne S. HicktonManny Fernandez

20152020

  Georgette D. Kiser

2019

  Barbara L. Loughran

2019

Chair

  Robert A. McNamara

2017

Chair

  Peter J. Robertson

2009

Chair

 Christopher M.T. Thompson

2012

 

* Reflects Committee membership as of the Record Date.

(1)

It is anticipated that, effective as of the date of the Annual Meeting, Ms. Abani will be added as a member of the Audit Committee.

(2)

As Chairman,Chair, Mr. Demetriou is invited to attend each Committee meeting, except to the extent that a Committee requests to meet without Mr. Demetriou present.

(2)(3)Ms. Fayne Levinson

Effective as of the date of the Annual Meeting, Mr. Robert V. Pragada will succeed Mr. Demetriou as CEO and he has been nominated to serve as a member of the Board. Thereafter, Mr. Demetriou will serve in the role of Executive Chair of the Board. Mr. Pragada will be invited to attend each Committee meeting, except to the extent that a Committee requests to meet without Mr. Pragada present.

(4)

Mr. Christopher Thompson serves as Lead Independent Director and presides over meetings of the independent directors and is invited to attend each Committee meeting.

Summarized in theThe following pages aresections summarize the specific experience, qualifications and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors.

 

4    LOGO|2018 Proxy Statement

6    LOGO  | 2023 Proxy Statement


 

 

Director and Director Nominee Experience Matrix

 

LOGO

LOGO

 

Industry and Sector Experience

Infrastructure

Retail

Government

Industrial Products

Aerospace

Engineering & Construction

Military

Professional Services

Financial

Distribution

Banking

Oil & Gas

Manufacturing

Specialty Chemicals

Environmental

Mining & Metals

Technology

International Relations

CyberSecurity

Public/Strategic Communications

Consumer manufacturing

Food & Beverage

Consulting

Media/Telecom

Healthcare

Product Development

  Our Directors have lived and worked around the world

The Board has a Good Balance of Industry and Sector Experience

 2023 Proxy Statement | LOGO      

LOGO

Infrastructure

Government

Aerospace

Military

Oil & Gas

Specialty Chemical

Mining & Metals

Financial

Banking

Manufacturing

Environmental

7 

Competencies / Attributes Joseph Bronson Juan José Suárez Coppel Robert C. Davidson, Jr. Steven J. Demetriou General Ralph E. Eberhart Dawne S. Hickton Linda Fayne Levinson Robert A. McNamara Peter J. Robertson Christopher M.T. Thompson COMPLIANCE CONSIDERATIONS Independent Director Audit Committee Financial Expert (SEC Rules) Financially Literate (NYSE Rules) Security Clearance EXPERIENCE CEO Public Company CEO Private Company CFO Government / Military International Operations STRATEGIC COMPETENCIES Financial (Reporting, Auditing, Internal Controls) Strategy / Business Development / M&A Human Resources / Organizational Development Project Delivery Legal Risk Management / Compliance Public Company / Governance Technology

2018 Proxy StatementLOGO    5


 

 

Director Biographies

LOGOLOGO  

Steven J.

Demetriou

 

Chairman(he, him)

Chair and Chief Executive OfficerOfficer*

Director Since: 2015

Age: 64

Chair of the Board

 

Mr. Demetriou brings international business perspectives and more than 3035 years of experience in leadership and senior management roles to the Board, including 15over 20 years in the role of chief executive officer. He bringsChief Executive Officer. Over the course of his career, he has gained experience in a variety of industries, including metals, specialty chemicals, oil & gas, manufacturing and fertilizers, which he has gained over the course of his career.industries. His breadth of experience is particularly valuable, given the variety of industries in which the Company’s clients operate.

 

Business Experience

  Chairman and Chief Executive Officer of Aleris Corporation (2004-2015)

 Chief Executive Officer of Aleris when it filed for Chapter 11 in 2009 and when it successfully emerged from Chapter 11 in June 2010 (2004-2015)

  Chief Executive Officer of Noveon, Inc. (2001-2004)

  Executive Vice President of IMC Global Inc. (1999-2001)

  Various managementleadership positions with Cytec Industries Inc. and ExxonMobil Corporation (1981-1999)

 

Education

  Bachelor of Science degree(BS) in chemical engineeringChemical Engineering from Tufts University

 

Public Company Boards

  Director and member of the Compensation and Finance Committees ofC5 Acquisition Corp. (SPAC) (Chair) (2021-present)

  FirstEnergy Corp. (2017-present)

  Chair of Kraton Performance Polymers’ Compensation Committee and a member of its Nominating and Corporate Governance CommitteePolymers (2009-2017)

  Non-Executive Chairman of Foster- WheelerFoster-Wheeler (2011-2014)

 Chair of the Compensation Committee and a member of the Nominating / Corporate Governance Committee of  OM Group (2005-2015)

 

Private Boards & Community Involvement

  Board MemberCo-Chairman ofUS-Saudi Arabian Business Council

 Board Member of Business Council for International Understanding

  Board Member of Cuyahoga Community College Foundation

  Board Member of Dallas Citizen’s Council

*

 MemberAs announced on September 15, 2022, Mr. Pragada will succeed Mr. Demetriou as Chief Executive Officer of Dallas Regional Chamberthe Company, effective as of the date of the Annual Meeting. Thereafter, Mr. Demetriou will serve as Executive Chair of the Board.

 

6    LOGO|2018 Proxy Statement


 

 

LOGO

LOGO
  

Linda Fayne LevinsonChristopher M.T. Thompson

(he, him)

Former Chairman and Chief Executive Officer of Gold Fields Ltd.

Director Since: 2012

Independent

Age: 74

 

Lead Independent Director

 

Ms. Fayne Levinson’s diverse experience as a consultant, a line executiveBoard Committees:

• Audit

• Nominating & Corporate Governance

Mr. Thompson has an extensive background in international operations, finance and a venture investor acrossstrategic leadership in a range of industries, bringsin-depth knowledge of strategy, innovation, technologyincluding investments and operationsmining. As Lead Independent Director, he brings valuable insight and independent leadership to the Board regarding the day-to-day operations of Directors. Her service on the boards of manylarge global companies, including her service as a Chair of a board, a lead directororganizations, risk management and as chair of Compensation and Nominating and Governance committees, provides the Board insight regarding compensation strategies and other corporate governance matters, both of which are key areas of focus in today’s corporate environment.best practices.

 

Business Experience

  PartnerDirector, Chairman and Chief Executive Officer of GRP Partners, a venture capital firm (1997-2004)Gold Fields Ltd. (1998-2005)

  PresidentChairman of Fayne Levinson Associates (1994-1997)the World Gold Council (2002-2005)

  Founder and Chief Executive at Creative Artists Agency (1993)Officer of Castle Group Ltd. (1992-1998)

Education

  Partner at Wings Partners (1989-1992)Bachelor’s degree in Law and Economics from Rhodes University, South Africa

  Senior Vice President of American Express Travel Related Services Co., Inc. (1984-1987)

 McKinsey & Company (1972-1981; Elected Partner 1978)Master’s degree in Business Management from Bradford University, United Kingdom

 

Education

 Bachelor of Arts degree from Barnard College

 MA from Harvard University

 MBA from New York University, Leonard N. Stern School of Business

Public Company Boards

  NCR Corporation (Chair of the Compensation Committee) (1997-present)Royal Gold, Inc. (2013-2020)

  Hertz (2012-2017); Chair of the Board (2014-2016); Chair of Nominating and Governance Committee (2014); Chair of the Compensation Committee (2015-2016)Teck Resources Limited (2003-2014)

  Member of the Board of Ingram Micro, Inc. (2004-2016); Chair of the Compensation CommitteeGolden Star Resources Ltd. (2010-2015)

  Western Union (2006-2016); ChairVarious public portfolio companies of Compensation Committee (2006-2012); member of the Audit Committee

 DemandTec (2005-2008)

 Lastminute.com, plc (1999-2002)

 Overture Services Inc. (1998-2003)

 CyberSource Inc. (1997-2001)

 Genentech (1991-1998)Castle Group (1985-1999)

 

Private Boards & Community Involvement

  Director, Kount, Inc. (Fintech)Board member of The Colorado School of Mines Foundation (2013-2017)

  Director, ClearPath Robotics, CanadaBoard member and Vice President of South African Chamber of Mines (1998-2002)

  Member, McKinsey New Venture Advisory Council

 MemberBoard member of the U.S. Advisory Board of CVC Capital Partners

 Senior Advisor, RRE Ventures, NY

 Former Trustee at Barnard College and chairs the Investment CommitteeBusiness Against Crime South Africa (1998-2002)

2018 Proxy StatementLOGO    7


 

LOGO8    LOGO  | 2023 Proxy Statement


LOGO  

Joseph R. BronsonPriya Abani

 

Principal and(she, her)

CEO & President, Member Board of Directors at AliveCor

Director Since: 2021

Independent

Age: 47

Board Committees:*

• Nominating & Corporate Governance

Ms. Abani is the Chief Executive Officer and President at AliveCor, a health tech company that is advancing patient-centric remote cardiological care using deep machine learning and AI. She has more than 20 years of experience building high-performing organizations, launching innovative products, and leading strategic alliances across industries. Under her leadership, the company has built the largest AI-driven consumer subscription service in the world for cardiovascular care, with its technology in the hands of more than 2 million people in 42 countries around the world. Recently, Ms. Abani was recognized in The Bronson Group, LLC., Strategic AdvisorHealthcare Technology Report’s Top 50 Healthcare Technology CEOs of Cowen and Company

Mr. Bronson brings accounting expertise and familiarity with financial statements, financial disclosures, auditing and internal controls2022. Her experience is particularly valuable to the Board from his prior service as Chief Financial Officer of Applied Materials, Inc. His senior management level experience at large publicly traded companies also bringsgiven the Company’s focus on delivering technology-based solutions and innovations to its clients around the Board additional perspective regarding theday-to-day operations of large organizations as well as corporate best practices.world.

 

Business Experience

  Principal and Chief Executive OfficerAliveCor, Inc., CEO & President, Member of The Bronson Group, LLCBoard of Directors (2019-present)

  Strategic Advisor of Cowen and Company (2014-present)Amazon.com, Inc., General Manager, Alexa Voice Service (2016-2019)

  AdvisoryIntel Corporation (Engineer, 1998-2001; Manager, 2002-2006, Senior Manager, 2008-2011; Senior Director to GCA/Savvian, LLC (2011-2014)2012-2016)

  Chief Executive Officer of Silicon Valley Technology Corporation (2009- 2010)Marvell, Senior Product Manager (2006-2008)

Education

  President and Chief Operating Officer ofSanmina-SCI (2007-2008)

 Co-Chief Executive Officer and Director of Form Factor (2004-2007)BE in Computer Engineering from VJTI, Mumbai, India

  Executive Vice President and Chief Financial Officer of Applied Materials, Inc. (1998-2005)MS in Computer Science from Clarkson University, NY

  Various executive management and general management positions at Applied Materials, Inc. (1984-1998)MBA in Entrepreneurship, Babson College, Boston, MA

 

Education

 Bachelor of Science degree from Fairfield University

 M.B.A. from University of Connecticut

 Certified Public Accountant and a member of the American Institute of CPAs

 Registered Investment Advisor and holder of Series 63 and Series 7 credentials from the Financial Industry Regulatory Authority (FINRA) from 2011 to present

Public Company Boards

 Director of Maxim Integrated Products, Inc. (2007-present)

 Director of PDF Solutions, Inc. (2014- present)

Private Boards & Community Involvement

 Trustee of Fairfield University, Fairfield, Connecticut

 Regent of Santa Clara University, Santa Clara, California

 Regent of Loyola Marymount University, Los Angeles, California

 Chair of the Advisory Board at the Leavey School of Business at Santa Clara University, Santa Clara, California

 Trustee of Bellarmine College Preparatory School, San Jose, California and past Chair of the Board of Trustees

  Director of Ryan Herco Flow Solutions, Burbank, CaliforniaAliveCor, Inc.

  DirectorBoard of Siltectra, Dresden, GermanyTrustees at TIAA

  Senior Advisor for President’s Council on Jobs and Competitiveness (2011)

* Effective January 2023, Ms. Abani will be added as a member of the Audit Committee.

 

8    LOGO|2018 Proxy Statement


LOGO

Juan José Suárez Coppel

Former General Director (Chief Executive Officer) of Petroleos Mexicanos

Mr. Suárez Coppel provides solid expertise in the oil and gas industry, which is particularly valuable given the Company’s customers in this industry. He also brings extensive knowledge and experience in finance matters and his experience as an executive brings perspective on management and operational matters to the Board. His background in international operations also assists the Board in light of our growing international presence.

Business Experience

General Director (Chief Executive Officer) of Petroles Mexicanos (2009- 2012)

Chief Financial Officer at PEMEX (2001-2006)

Chief of Staff of Mexico’s Secretary of Finance and Public Credit (2000-2001)

Co-Head of Equity Derivative Trading at Banamex (1991-1995)

Senior leadership positions at Grupo Televisa and Grupo Modelo (1991-1995)

Consultant for Petroleos Ebano

 

  

Education

Graduate of the Instituto Tecnológico Autónomo in Mexico City

Ph.D. in economics from the University of Chicago

Taught economics at several leading universities in Mexico, Europe and the United States

2018 Proxy StatementLOGO    9


  

  

LOGO

Robert C. Davidson, Jr.

Former Director, Chairman and Chief Executive Officer of Surface Protection Industries, Inc.

Mr. Davidson brings strong leadership, knowledge and experience of strategic and financial matters to the Board from his expertise founding and building private companies serving national and international markets during his30-year career at Surface Protection Industries, Inc., including his service as chief executive officer and chairman. He also brings to the Board important knowledge of public company governance through his service on multiple public company boards, including service on compensation committees.

Business Experience

Chairman and Chief Executive Officer of Surface Protection Industries, Inc. (1977-2007)

President of R Davidson and Associates (2007 to Present)

Vice President of Urban National Corporation (1972-1974)

Management Consultant at Cresap, McCormick & Paget (1969-1972)

Education

Bachelor of Arts degree from Morehouse College

M.B.A. in Marketing and Finance from the University of Chicago

Honorary Doctorate of Laws from Morehouse College

Public Company Boards

Broadway Financial Corporation (2003-present)

Chair of Compensation Committee

Chair of Internal Asset Review Committee

Member of Governance Committee

Member of Risk & Compliance Committee

Private Boards & Community Involvement

Chairman of the Board of Trustees of the Art Center College of Design, Pasadena, California

Board of Directors of Cedars-Sinai Medical Center (Vice Chair of Audit Committee), Los Angeles, California

Board member of the Smithsonian American Art Museum, Washington, DC

Chairman Emeritus of the Board of Trustees of Morehouse College

Member of the Advisory Council at the University of Chicago Graduate School of Business

Previously served on boards of numerous other organizations, including Children’s Hospital, Los Angeles; LA Chamber of Commerce; Weingart Center for the Homeless, L.A.; among others

10    LOGO|2018 Proxy Statement


LOGOLOGO  

General Ralph E. Eberhart (USAF,Vincent K. Brooks (U.S. Army, Retired)

 

(he, him)

Principal of WestExec Advisors

Director Chairman and President of Armed Forces Benefit AssociationSince: 2020

Independent

Age: 64

Board Committees:

• Human Resource & Compensation

• Nominating & Corporate Governance

 

General EberhartVincent K. Brooks brings valuable leadership and management skills developed through his military service. His areas of expertise include leadership in complex organizations, inclusion and diversity, national security, international relations, military operations, combating terrorism and countering the proliferation of weapons of mass destruction. His 36-year42-year military career provides the Board with valuable experience and knowledge of government and the military, which is particularly valuable given the Company’s government and military contracts.national security clients and international operations.

National Security Experience

  Former 4-Star General in the United States Army (retired 2019)

  Commander of Korean and U.S. combined forces in the Republic of Korea (2016-2018)

  Numerous high-level command and staff positions within the Armed Forces (1980-2019)

  Principal of WestExec Advisors (2020-present)

Education

  BS in Engineering from West Point Military Academy

  Master of Military Art and Science from U.S. Army School of Advanced Military Studies at Fort Leavenworth, Kansas

  Honorary Doctor of Laws from New England School of Law

  Honorary Doctor of Humanities from New England Law | Boston

Public Company Boards

  Diamondback Energy Inc. (2020-present); Chair, Nominating and Corporate Governance Committee

  Verisk (2020-present)

Private Boards & Community Involvement

  Member of the Defense Advisory Committee on Diversity

  Class of 1951 Chair for the Study of Leadership at the U.S. Military Academy at West Point.

  Vice Chairman of the Gary Sinise Foundation

  Chairman and President of the Korea Defense Veterans Association

  Life Member of the Council on Foreign Relations

  Visiting Senior Fellow at Harvard Kennedy School (Belfer Center for Science and International Affairs)

  Distinguished Fellow at the University of Texas at Austin (Clements Center for National Security, and Strauss Center for International Security and Law)

2023 Proxy Statement | LOGO     9


LOGO

General Ralph E. (“Ed”) Eberhart (USAF, Retired)

(he, him)

Chair of Armed Forces Benefit Association and 5Star Life Insurance Company

Director Since: 2012

Independent

Age: 75

Board Committees:

• ESG & Risk

• Human Resource & Compensation

• Nominating & Corporate Governance (Chair)

 

General Eberhart brings extensive leadership skills developed through his military service. His 36–year military career provides the Board with valuable insights and knowledge of government and the military, which is particularly valuable given the Company’s government and military contracts.

BusinessLeadership, Military & MilitaryInternational Experience

Former General Officer of the United States Air Force (1997-2005)

Numerous high-level command and staff positions within the Air Force and the Department of Defense (1968-2005)

Former Commander of theUS Northern Command, North American Aerospace Defense Command (NORAD) (2002-2005)

Former Commander of, US Space Command, Air Force Space Command, Air Combat Command and& U.S. Space Command (1999-2002)Forces, Japan. He also served as Vice Chief of the United States Air Force.

 

Education

  BS in Political Science from the United States Air Force Academy

  Master’s in Political Science from Troy State University

 

Public Company Boards

Director of Rockwell Collins
  VSE Corporation (2007-present), Chair (2019-present)

Director of  Triumph Group, Inc.
(2010-present) (2010-2022)

Director of VSE Corporation
(2007-present)  Rockwell Collins (2007-2018)

 

Private Boards & Community Involvement

  Chair, American Air Museum in Britain

  Trustee, Air Force Academy Endowment

Director, Chairman and PresidentSegs4Vets

  Director, TERMA North America Inc.

  Member, Council of Armed Forces Benefit AssociationForeign Relations

  Member, Colorado Thirty Group

 

2018 Proxy StatementLOGO    11


  

LOGO

Manny Fernandez

(he, him)

Former Partner with KPMG LLP

Director Since: 2020

Independent

Age: 60

Board Committees:

• Audit

• Human Resource & Compensation




Mr. Fernandez was KPMG LLP’s managing partner of the Dallas office and market leader for the Southwest region across, audit, tax and consulting. He brings more than 36 years of experience advising large multi-national public and private companies in areas of business and financial operations, risk management and M&A. Mr. Fernandez’s broad industry experience brings in-depth knowledge across a variety of sectors, including industrial manufacturing, consumer products, retail and media. Mr. Fernandez also brings a strong focus on talent management, including talent acquisition and inclusion and diversity.

Business Experience

  KPMG LLP (KPMG) (1984-2020; Partner 1996-2020)

  KPMG Managing Partner, Dallas (2009-2020)

  KPMG National Managing Partner, Talent Acquisition (2006-2009)

Education

  BS in Accounting from Fairleigh Dickinson University

Public Company Boards

  HF Sinclair Corp. (2020-present)

Private Boards & Community Involvement

  Director of Latino Corporate Directors Association (LCDA)

  Dallas National Golf Club

  Member of the American Institute of Public Accountants

  American Heart Association – past

  Dallas Holocaust and Human Rights Museum – past

  Dallas Regional Chamber of Commerce – past

  KERA (Dallas Public Television) – past

 

LOGO10    LOGO  | 2023 Proxy Statement


LOGO  

Dawne S. HicktonGeorgette D. Kiser

(she, her)

 

Former Chief Information Officer and Managing Director Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc.at The Carlyle Group

Director Since: 2019

Independent

Age: 55

Board Committees:

• ESG & Risk

• Human Resource & Compensation

• Nominating & Corporate Governance

 

Ms. Hickton provides a wealthKiser is an independent advisor who helps lead due diligence and technical strategies across various private equity and venture capital firms. Previously, she was managing director and chief information officer (CIO) at The Carlyle Group, leading the firm’s global technology and solutions organization and driving the IT strategies. From 1996 until 2015, she was with T. Rowe Price Associates, where she served as Vice President and Director of provenEnterprise Solutions and Capabilities where she headed Enterprise Solutions and Capabilities within the Services and Technology Organization. She led and managed teams that provided creative solutions and leveraged technology for investment front office, trading, and back office operations. Prior to T. Rowe Price, Ms. Kiser worked for General Electric within their Aerospace Unit. Ms. Kiser brings extensive experience in developing and executing business leadership experience with a CEO’s perspective,initiatives in financial services and advanced strengths in project management and engineering expertise. Her background as a senior officer in a publicly traded company for nearly two decades is particularly valuabledefense organizations to the Board as it lends a contemporary understanding of how to engage with the Company’s stakeholders, in addition to driving a strong growth agenda.Directors.

 

Business Experience

President of Cumberland Highstreet Partners (2016-present)  Operating Executive, The Carlyle Group (2019–Present),

Chairman of the Federal Reserve Bank of Cleveland (beginning January 2018)  Broard Sky Partners (2021-Present)

Deputy Chair of the Federal Reserve Bank of Cleveland (ending January 2018)  Chief Information Officer, Managing Director, The Carlyle Group (2015-2019)

Chief Executive Officer of RTI International Metals, Inc.
(2007- 2015)  Vice President, T. Rowe Price Associates (1996-2015)

 

Education

Graduate of the  BS in Mathematics from University of RochesterMaryland

J.D.  MBA from the University of Pittsburgh SchoolBaltimore

  Master of LawScience (MS) in Mathematics from Villanova

 

Public Company Boards

Board member, Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Management Development Committee, the Audit Committee and the Executive Committee of Triumph Group(2015-present)

Board member and member of the Risk Committee and Audit Committee of Haynes International Inc.
(2017-present)  NCR Corporation (2020-present)

Director of FNB Corporation
(2006-2013)  Aflac Inc. (2019-present)

  Adtalem Global Education (2018-present)

 

Private Boards & Community Involvement

Board member of Smithsonian’s National Air and Space Museum  Director, Claritas (Data driven marketing company) (2018-Present)

Board member of The Wings Club  Advisor, BusinessOptix (Automated business process company) (2020-Present)

Director of Corporate Angel Network

Member of the University of Pittsburgh’s Board of Trustees, serving on the Student Affairs and Property and Facilities CommitteesYearUp.org

 

12    LOGO|2018 Proxy Statement


  

LOGO

Barbara L. Loughran

(she, her)

Former Partner with PricewaterhouseCoopers

Director Since: 2019

Independent

Age: 59

Board Committees:

• Audit (Chair)

• ESG & Risk



Ms. Loughran was a Partner with PricewaterhouseCoopers LLP (PwC) and brings more than 30 years of experience working with Fortune 500 executives and boards as they navigated strategic, transformational and operational issues. She has served in a number of leadership roles, including PwC’s Industrial Products Business Unit Leader for NY Metro; partner in PwC’s National Office working with the Securities and Exchange Commission and clients as they accessed the capital markets and responded to regulatory requirements; and later consulted on complex financial control matters. She also led the National Office effort focused on leveraging new and innovative technologies. Ms. Loughran’s broad industry experience brings in-depth knowledge in the professional services, manufacturing, pharmaceuticals, technology and consumer products sectors.

Business Experience

  PricewaterhouseCoopers LLP (PwC) (1985-2018; Partner 1998-2018)

  PwC National Office Partner (2015-2018 and 2000-2003)

  PwC NY Metro Industrial Products Business Unit Leader (2013-2015)

  PwC NY Metro Retail & Consumer Business Development Leader (2010-2012)

Education

  BA from Franklin & Marshall College

  MBA from University of Pennsylvania, Wharton School

  Certified Public Accountant

Public Company Boards

  Armstrong World Industries (2019-present)

Private Boards & Community Involvement

  United Way of Morris County, Board of Directors (1998-2007); Executive Committee, Finance Committee (Chair), Audit Committee, Treasurer, Assistant Treasurer

 

LOGO2023 Proxy Statement | LOGO   11


LOGO  

Robert A. McNamara

(he, him)

 

Retired Group Chief Risk Officer of Lendlease Corporation (ASX)

Director Since: 2017

Independent

Age: 68

Board Committees:

• Audit

• ESG & Risk (Chair)

 

Mr. McNamara has over 35 years of experience managing global businesses in the development, design and delivery of projects in the government, institutional, infrastructure and industrial sectors in senior managementleadership positions. He has beenWhile at Lendlease, Mr. McNamara was responsible for ensuring Lendlease achievesachieved world’s best practices in risk management and operational excellence. He also oversaw Lendlease’s Building, Engineering, and Services businesses in Australia. Prior to this role, Mr. McNamara was Chief Executive Officer, Americas of Lendlease.

 

Business Experience

Group Chief Risk Officer, Lendlease Corporation (2010-2017)(2014-2017)

  Chief Executive Officer, Americas of Lendlease (2010-2014)

Chairman and Chief Executive Officer of Penhall/LVI International (PLI) (2006-2010)

Senior Group President of Fluor Corporation (1996-2006)(1996- 2006)

President and Chief Operating Officer of Marshall Contractors (1977-1996)

 

Education

Bachelor’s degree in Economics from Brown University

Completed the Consortia 1 Program at Thunderbird International Business School

Certification as a Public Board Director from the UCLA Anderson School of Management

 

Public Company Boards

Board member of  UDR, Inc.
(2014-present)

 

Private Boards & Community Involvement

Past Board member of the US China Business Council

Past Chairman for the Construction Industry Institute’s Technology Implementation Task Force.Force

 

2018 Proxy StatementLOGO    13


  

LOGO

Robert V. Pragada

(he, him)

President and Chief Operating Officer of Jacobs Solutions Inc.

Director Nominee

Age: 54

Mr. Pragada brings over 30 years of experience in international business leadership and military service to the Board. He initially joined the Company in 2006 and has served as the President and Chief Operating Officer of the Company since 2019. He has also served in various leadership roles since joining the Company, including President of both People & Places Solutions and Global Industrial and Buildings & Infrastructure Groups. Mr. Pragada has been instrumental in developing and leading the successful execution of the Company’s business strategy, as well as driving global integrated delivery of the Company’s operations around the world as a differentiator in the industry. As announced on September 15, 2022, Mr. Pragada will succeed Mr. Demetriou as Chief Executive Officer of the Company, effective as of the date of the Annual Meeting. Mr. Pragada’s diverse leadership experience and in-depth knowledge of the Company are particularly valuable, given the Company’s expansive services and goal of providing data-driven solutions to clients.

Business Experience

  Various leadership positions within the Company, including President and Chief Operating Officer (2006-2014, 2016-present)

  President and Chief Executive Officer of the Brock Group (2014-2016)

  Chief Operating Officer of Kinetics (1999-2005)

  Civil Engineer Corps and Seabee Officer in U.S. Navy (1990-1999)

Education

  BS in Systems Engineering from United States Naval Academy

  MS in Engineering and Management from Stanford University

Public Company Boards

  Eaton Corporation plc (2021-present)

Private Boards & Community Involvement

  Board Director of PA Consulting Group Limited

  Board Advisory Council Member of Brightstar Capital

  Board Member of U.S. India Business Council

  Member of Dallas Mavericks Advisory Council

  Board Director of U.S. Naval Academy Foundation

  2022 Chair of Dallas Regional Chamber

  Member of UT Southwestern President’s Advisory Board

 

LOGO12    LOGO  | 2023 Proxy Statement


LOGO  

Peter J. Robertson

 

(he, him)

Former Executive Vice President, Director and Vice Chairman of the Board of Directors of Chevron Corporation

 

Director Since: 2009

Independent

Age: 75

Board Committees:

• ESG & Risk

• Human Resource & Compensation (Chair)

Mr. Robertson brings vital knowledge and experience to the Board in the oil and gas industry from his36-year career at Chevron Corporation, which is particularly important given the number of the Company’s customers in the energy and refining sector.Corporation. He also brings valuable international experience in developed and developing countries, including interactions with governments at the highest levels, from his executive experience and the multiple chairmanship and director positions he has held and currently holds. Mr. Robertson also has extensive experience on the boards ofnot-for-profit entities with global reach and public company boards, both with global reach, as well as important accountingknow-how know- how and experience with public company financial statements, disclosures and accounting rules from his service as Chief Financial Officer of Chevron USAUSA.

 

Business Experience

Executive Vice President, Director and Vice Chairman of Chevron Board (2002-2009)

President of Chevron’s worldwide exploration, production and global gas businesses (2002-2004)

President of Chevron’s overseas exploration and production businesses (2000-2002)

President of Chevron’s North America exploration and production businesses (1996-2000)

President of Chevron’s natural gas processing business (1990-1994)

Chief Financial Officer of Chevron USA (1985-1990)

 

Education

Bachelor of Science degree  BS in Mechanical Engineering from the University of Edinburgh

M.B.A.  MBA from the University of Pennsylvania, Wharton School, where he was a Thouron Scholar from Wharton School

 

Public Company Boards

Vice Chairman of the Board for Chevron Corporation (2002-2009)

Non-executive director of  Sasol Limited (2012-present)(2012-2021)

Director  Dynegy Inc. (1996-2000)

 

Private Boards & Community Involvement

  Director, Sylvan Source, Inc. (2016-present)

Co-chairman of the US Saudi Arabian Business Council (2009-2018)

Chairman of the World Affairs Council of Northern California (2009-2018)

Former  Chairman of the US Energy Association

Director, Sylvan Source, Inc.

Advisory director of Campbell-Lutyens (2006-2008)

 

14    LOGO|2018 Proxy Statement


  

 

LOGO 

Christopher M.T. Thompson

Former Chairman and Chief Executive Officer of Gold Fields Ltd.

Mr. Thompson has an extensive background in the mining industry, providing strong knowledge of and management and operational experience in this area to the Board, which is particularly valuable given the Company’s customers in this industry. Mr. Thompson also provides knowledge of the biotechnology industry, which is also important given the Company’s customers in that industry. His international experience brings to the Board additional perspective regarding the day to day operations of large organizations as well as corporate best practices.

Business Experience

 Director, Chairman and Chief Executive Officer of Gold Fields Ltd. (1998-2005)

 Chairman of the World Gold Council (2002-2005)

 Founder and Chief Executive Officer of Castle Group Ltd. (1992-1998)

Education

 Bachelor’s degree in law and economics from Rhodes University, South Africa

 Master’s degree in management studies from Bradford University, U.K.

 

Public Company Boards2023 Proxy Statement

 Board member of Royal Gold, Inc. (2013-present)

 Board member of Teck Resources Limited (2003-2015)

 Board member of Golden Star Resources Ltd. (2010-2015)

 Board member of various portfolio companies of Castle Group(1985-1999)

Private Boards & Community Involvement

 Board member of The Colorado School of Mines Foundation (2013-2017)

 | LOGO     
13

2018 Proxy StatementLOGO    15


 

 

CORPORATE GOVERNANCE

Highlights

Jacobs has a strong track record of integrity and corporate governance practices that promote thoughtful managementleadership by its officers and Board of Directors facilitatingto facilitate profitable growth while strategically balancing risk to maximize long-term shareholder value. Below is a summary of certain information about our Board, of Directorsour Director Nominees and the governance best practices employed by the Company:Company for fiscal 2022.

Our Board and Director Nominees

LOGO

 

14 

SIZE OF BOARD

10

AVERAGE

DIRECTOR

TENURE IN

YEARS

8

BOARD

MEETINGS

HELD IN FISCAL

2017

13

    LOGO  | 2023 Proxy Statement   

NUMBER OF


INDEPENDENT

DIRECTORS

9

 

PERCENT

FEMALE OR

ETHNICALLY

DIVERSE

40%

 

NEW

DIRECTORS IN

THE LAST FIVE

YEARS

4

Our Corporate Governance Best Practices

 

Corporate Governance Best Practices*

  BoardComprised90% of 90%our Fiscal 2022 Board was Comprised of Independent Directors

     Commitmentto Board Refreshment (Four New Directors in Past Five Years)

  HighlyEngagedCommitment to Board Refreshment and Diversity (Five new diverse independent directors in last four years)

  Highly Engaged Lead Independent Director

  AnnualElectionFormed new ESG & Risk Committee in fiscal 2021 comprised of all Committee Chairs to further increase oversight of Environmental, Social and Corporate Governance (ESG) and Enterprise Risk Management

  Rotated Committee Membership in Fiscal 2022

  Annual Election of Directors

  MajorityVotingMajority Voting for Directors

  MandatoryAnnualAdopted proxy access bylaw in October 2022

  Anti-Corruption Compliance Training for Directors

  CodeofCode of Ethics for Directors, Officers & Employees

  AnnualSelf-EvaluationsAnnual Self-Evaluations by Board and each Committee

     RigorousDirector Selection Process

  HighlyEngaged Board – 13Educational Sessions in Connection with Regular Board Meetings (including regularly scheduled and special meetings) were held in fiscal 2017

  DirectorAttendanceRigorous Director Selection Process

  Substantial Board Oversight of Strategic Objectives, Including Corporate Strategy, M&A Activity and Capital Allocation

  Director Attendance at Board & Committee Meetings >97%Meetings: 99%

  FullyIndependentFully Independent Committees

  ComprehensiveRisk Oversight by Full Board and CommitteesExtensive Shareholder Engagement Efforts

  ExtensiveStockholder Engagement Efforts

     StockOwnershipRobust Stock Ownership Guidelines for Directors and Executive Officers

     RegularEnterprise Risk Management Reviews by Board and Committees

16    LOGO|2018 Proxy Statement


Corporate Governance Enhancements In Fiscal 2017

      Increased stock ownership guidelines for directors to 5x annual cash retainer

      Restricted directors and executive officers from selling stock until they meet or exceed stock

    ownership guidelines

      Reduced the limit on the number of outside public company boards on which directors can serve to four

      Refreshed Board Committee composition to encourage fresh perspectives and insight

      Launched new Vision, Mission and Values to set the highest level of integrity and safety across the

    Company

      Increased shareholder engagement, conducting over 200 individual meetings/calls with investors

The Board’s Role in Enterprise Risk Management Oversight

The Board of Directors oversees the Company’s approach to enterprise risk management function. It oversees a Company-wide approach to risk management,(ERM), which is designed to enhance long-term shareholder value, support the achievement of strategic objectives, and improve organizational performance. Theperformance and enhance long-term shareholder value. In conjunction with management, the Board determines the appropriate level of risk for the Company, assesses the specific risks faced by the Company and reviews the steps taken by managementthe Company’s leadership to manage those risks. The Board’s involvement inBoard also provides guidance to and oversight of management throughout the year with respect to setting the Company’s businesscorporate strategy, which facilitates these assessments and reviews, culminatingreviews. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy and day-to-day business operations in a way that is consistent with the developmentCompany’s targeted risk profile.

By way of a strategy that reflects the consensus of the Board and management as to appropriate levels of risk and the appropriate measures to manage those risks.

Through this framework, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational/operational, strategic, health and safety, IT security & cyber, economic and geopolitical, talent/human capital and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions, capital allocation and other financial matters. For example, there were six special Board meetings held in connection with the pending CH2M transaction prior to signing the definitive acquisition agreement. In addition, the independent directors discuss risk management during executive sessions without managementthe Company’s leadership present.

While

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In fiscal 2021, the Board maintainsformed a new standing committee, the ultimate oversight responsibility forESG and Risk Committee, to further enhance the risk management process, its Committees oversee risk in certain specified areas:

Audit Committee: Addresses financial risk, including internal controls, and discusses the Company’s risk profile with the Company’s independent registered public accounting firm. The Audit Committee also reviews potential violationsstructure of the Company’s various codes of ethicsBoard’s oversight for ESG and related corporate policies.

Human ResourceERM. The ESG and CompensationRisk Committee: Periodically reviews compensation practices and policies to determine whether they encourage excessive risk taking, including an annual review of management’s assessment of the risk associated with the Company’s compensation programs covering its employees, including executives, and discusses the concept of risk as it relates to the Company’s compensation programs.

Nominating and Corporate Governance Committee: Oversees risks associated with the independence of directors and Board nominees and assists the Board in overseeingoverall oversight of ESG and ERM matters, with certain specified areas being allocated to the activities with respect to complianceBoard’s other standing committees as noted below. To ensure coordination and business practice matters.collaboration among the Board’s committees, the membership of the ESG and Risk Committee includes the Chairs of each of the Board’s committees. The specific risk areas of focus for the Board and each of its Committees are summarized below.

Primary Area of Risk Oversight

  Full Board

  Assesses risk throughout the enterprise

  Receives regular reports from the ESG and Risk Committee with respect to ESG and ERM matters

  Focuses on risks arising out of various aspects of the Company’s corporate strategy and the implementation of that strategy

  Considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions, capital allocation and other financial matters

  ESG and Risk Committee

  Reviews the Company’s overall ESG strategy and oversees the Company’s key ESG initiatives and policies

  Receives regular reports from management on ESG risks, including risks and opportunities relating to climate change, as well as enterprise-wide ESG initiatives and impacts to lines of business

  Reports to the Board any current and emerging topics relating to ESG matters that are expected to materially affect the business, operations, performance, or public image of the Company and details actions taken in relation thereto

  Reviews the Company’s ERM strategy and its policies, procedures, and standards for identifying and managing Enterprise Risk

  Oversees deployment of ERM framework and its risk measurement methodologies

  Reviews and discusses with senior management the mitigation actions and measures taken by the Company to manage Enterprise Risk

  Monitors and advises management with respect to special litigation matters

  Audit Committee

  Reviews and discusses with management and the Company’s independent registered public accounting firm any financial reporting issues and risks relating to the Company’s financial statements and the adequacy of the Company’s internal controls

  Receives regular briefings from the legal department and internal audit regarding hotline reports (to the extent not reported to another committee) and other material internal audits and findings

  Reviews internal controls and processes over material public disclosures related to sustainability/ESG

  Oversees the Company’s ERM process in accordance with NYSE Rules

  Human Resource and

  Compensation Committee

  Regularly reviews compensation practices and policies to consider whether they encourage excessive risk taking

  Reviews on annual basis the assessment by the Company’s executive officers of the risk associated with the Company’s compensation programs covering its employees, including executives

  Provides oversight with respect to succession planning for the CEO and other senior executives, monitors other key talent initiatives of the Company

  Oversees and monitors the Company’s qualified and non-qualified benefit plans, including governance for such plans

  Reviews ESG matters relating to human capital and related matters

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Primary Area of Risk Oversight

  Nominating and Corporate

  Governance Committee

  Oversees risks associated with the independence of directors and Board nominees

  Assists the Board in overseeing the activities with respect to compliance and business practice matters, including the Company’s corporate governance policies

  Oversees ESG matters relating to corporate governance and compliance

  Special Committees

  Formed by the Board from time to time to evaluate and provide oversight with respect to specific matters or initiatives

Pursuant to the Board’s instruction, managementthe Company’s leadership regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including regular reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees. The Company’s Executive Vice President, Chief Legal and Administrative Officer, Senior Vice President, Office of Global Climate Response & ESG and Vice President, Enterprise Risk Program Manager also work closely with the management team to develop effective risk management strategies and practices.

Cybersecurity Governance Highlights

The Board recognizes the importance of maintaining the trust and confidence of our customers, contractors, partners, and employees. As a part of its objective, independent oversight of the key risks facing the Company, the Board devotes significant time and attention to data and systems protection, including cybersecurity and information security risk.

The Board oversees management’s approach to staffing, policies, processes, and practices sufficient to effectively gauge and address cybersecurity and information security risk. The Audit Committee oversees risks to the integrity of our financial systems from cybersecurity threats. Our Board receives regular presentations and reports throughout the year on cybersecurity and information security risk. In fiscal 2022, senior executives provided two briefings on cyber and information security to the full Board. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, disclosure requirements, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect and respond to internal and external critical threats. The Board and Audit Committee regularly discuss cybersecurity and information security risks with our senior executives. The Audit Committee also receives presentations on IT controls related to the Company’s financial reporting systems.

Our cybersecurity program governs how we identify and mitigate information security risks. The program is comprised of administrative, technical, logical, and physical safeguards to protect against threats or hazards and aligns to the United States National institute of Standards and Technology (NIST) Cyber Security Framework and its supporting controls. We also maintain a corporate Cybersecurity Organization that develops, implements, maintains, and operates the cybersecurity program. The program is documented in our global cybersecurity policy and includes cybersecurity audits, review of third-party information systems, interconnectivity with business networks, system access controls and monitoring, and data back-up and recovery, and training and awareness. Cybersecurity training is mandatory and issued to all employees annually. Cybersecurity awareness is also included across other training programs, including our annual Code of Conduct and privacy training programs.

As part of our cybersecurity governance, we also utilize a Cybersecurity Steering Committee comprised of executive management, operational leaders, and cross-functional teams. Generally, this committee meets quarterly, or as frequently as appropriate, to review, assess and direct decisions related to cybersecurity and information systems matters.

In addition, Jacobs holds ISO 27001 certifications for Jacobs U.K. Limited, our indirect wholly-owned U.K. subsidiary, Critical Mission Solutions, Australia, New Zealand and Ireland.

 

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Board Leadership Structure

The Board’s leadership is comprised of:

Chairman

Chair of the Board and CEO: Steven J. Demetriou

Lead Independent Director: Linda Fayne LevinsonChristopher M.T. Thompson

Audit (Barbara L. Loughran, Chair), ESG and Risk (Robert A. McNamara, Chair) Human Resource and Compensation (Peter J. Robertson, Chair), and Nominating and Corporate Governance (General Ralph E. Eberhart, Chair) Committees: Composed entirelyThe Chair and all members of each Committee are independent directors

Currently, the Board is led by Mr. Demetriou as Chairman,Chair, a position he has held since July 2016, and Ms. Fayne LevinsonMr. Christopher M.T. Thompson, who has served as Lead Independent Director.Director since January 2019.

In a process led by the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee, the Board evaluates the appointment and role of the ChairmanChair on an annual basis. The Board does not have a policy on whether the positions of Chief Executive Officer and Chair of the Board should be combined. While the roles are currently combined, the Board has determined that having Mr. Demetriou should continue to serve as Chairman providesExecutive Chair of the Board after Mr. Pragada assumes the role of Chief Executive Officer in order to promote an effective and orderly transition. The Board determined this would support a successful transition of leadership and provide significant advantages to the Board, and the Company, and Mr. Pragada, as it allows the Board and Company to continue to benefit from hisMr. Demetriou’s relationships with key clients and knowledge of the Company’s business, and market opportunities and risks while enabling Mr. Pragada to concentrate fully on furthering the implementation of the Company’s corporate strategy.

Our Corporate Governance Guidelines provide that the Board will have a Lead Independent Director for as long as the positions of Chair and also facilitates communications and relations with other members of senior management. The Board also believes that having Mr. Demetriou serve as Chairman is advantageousChief Executive Officer are held by the same individual, or to the Company when working with clients in certain areas ofextent they are separate and the world in which the title of ChairmanChair is significant.

Becausenot an independent director. Further, the Board believes that strong independent Board leadership is a critical aspect of effective corporate governance, the Board has established the position ofgovernance. Accordingly, Mr. Thompson will continue to serve as Lead Independent Director.Director following the CEO succession discussed above. The Board also believes that a Lead Independent Director, who has the responsibilities set forth in the Company’s Corporate Governance Guidelines, provides independent leadership, oversight and benefits for the Company and the Board that would be provided by an independent Chairman. ResponsibilitiesChair, including by working with the Human Resource and Compensation Committee and the Chair of the Lead Independent Director include:Nominating and Corporate Governance Committee to evaluate the performance and compensation of both the Chair and the CEO.

     Servingas the independent directors’ central point of communication with the Chairman and CEO;

     Presidingat meetings of the Board at which the Chairman and CEO is not present, including executive sessions;

     Settingand approving the schedule of Board meetings and meeting agendas;

     Attendingmeetings of all Committees of the Board;

     Workingwith the Chair of the Nominating and Corporate Governance Committee to lead the Board succession and refreshment process;

     Workingwith the Chair of the Nominating and Corporate Governance Committee to conduct the annual Board self-evaluation;

     Workingwith the Chairman and CEO to support appropriate compliance with Board policies;

     Proactivelyengaging with the Chairman and CEO as a key advisor on emerging issues and alternative courses of action;

     Callingspecial meetings of the Board and/or meetings of the independent directors;

     Togetherwith the Chair of the Human Resource and Compensation Committee, evaluating the performance and compensation of the Chairman and CEO;

     Participatingin shareholder outreach and communications; and

     Meetingwith various Company constituencies on behalf of the Board or the Company.

The Nominating and Corporate Governance Committee leads the process of the Board’s evaluation of the selection, role and term of the Lead Independent Director on an annual basis.

Board Composition

The Nominating and Corporate Governance Committee is responsible for reviewingthe annual review, with the Board, on an annual basisof the appropriate skills and characteristics required of members in the context of the current make upmake-up of the Board. This process enables themthe Nominating and Corporate Governance Committee to update the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company’s needs evolve. This assessment takes into consideration all factors deemed relevant by the Nominating and Corporate Governance Committee, including the following factors:

 

IndependenceIndependence: : The Board must be comprised of a majority of independent directors.

 

Relevant Skills and ExperienceExperience:: The assessment of skills and characteristics of Board members takes into account all skills and experience deemed relevant by the Nominating and Corporate Governance Committee, including those summarized in the Director and Director Nominee Experience Matrix on page 7, among others. For incumbent directors, past performance on the Board of Directors and its Committees is also taken into consideration. For new director candidates, the assessment also takes into account the ability and willingness of the director candidate to serve on the Board for a minimum of 5 to 7 years.

 

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the Director Experience Matrix on page 5, among others. For incumbent directors, past performance on the Board of Directors and its Committees is also taken into consideration.

 

DiversityDiversity:: The Board believes it should encompass individuals with diverse backgrounds and perspectives. In accordance with this guideline, the Nominating and Corporate Governance Committee considers the diversity of viewpoints, backgrounds, experience and other demographics in evaluating and considering potential director candidates. Diversity is an important consideration in the director nomination process because the Board believes that men and womenpeople of broad diversity, including, but not limited to, different genders, experiences, ages, races, and ethnic backgrounds and military experience, can contribute different, useful perspectives, while collaborating effectively to further the Company’s mission. This policy is included in the Company’s Corporate Governance Guidelines. The Board has also adopted a policy, consistent with the “Rooney Rule,” requiring that women and minorities be included in the initial pool of candidates when selecting new director nominees. In addition, the Company does not have age or tenure limits for directors, but instead evaluates the need for changes to Board composition based on an analysis of skills and experience necessary for Company, as well as the results of director evaluations.

The Board of Directors and the Nominating and Corporate Governance Committee consider the qualifications and attributes of directors and director candidates individually, as well as in the broader context of the Board’s overall composition and the Company’s current and future needs, to ensure that the Board as a whole possesspossesses the requisite combination of skills, professional experience and diversity of backgrounds.backgrounds and perspectives.

Independence of Directors

The Board of Directors has adopted the Board of Directors Guidelines for Determining the Independence of its Members, which are accessible by following the link to “Corporate Governance”“Investors — Corporate Governance — Corporate Governance & ESG ” on the Company’s website at www.jacobs.com. The Board of Directors has affirmatively determined that each person who served as a member of the Board of Directors during fiscal 2017,2022 and each director nominee, other than Mr. Demetriou and Mr. Noel Watson, who was principal executive officer of the Company and whose term as a director expired at the 2017 annual meeting of shareholders,Pragada, is independent under Section 303A.02 of the NYSENew York Stock Exchange (NYSE) listed company manual and the Company’s independence guidelines. Each member of each Committee of the Board is also independent (as defined by the applicable NYSE rules).

In addition, as further required by the NYSE’s listed company manual and the Company’s Independence Guidelines, the Board of Directors has made an affirmative determination that no material relationship whether immaterial or material, exists between any independent director and the Company (either directly or as a partner, shareholder or officer of an organization that would preventhas a director from being independent.relationship with the Company). In making this determination, the Board considered all relevant relationships, whether immaterial or material, between any director and the factsCompany, as further described below.

Mr. DavidsonMs. Loughran is an officera former partner of Gamma Zeta Boulé Foundation and Sigma Pi Phi Professional Fraternity. The Company has made annual contributions to these organizations during the last three fiscal years. Such amounts did not exceed $7,500 in any fiscal year. During fiscal 2015, Ms. Hickton was Vice Chair, President and CEO of RTI International Metals, Inc. (“RTI”),PwC, which has been a client ofprovided non-audit related consulting services to the Company. The payments by RTIthe Company to the CompanyPwC for any fiscal year were substantially less than two percentthe greater of 2% of the consolidated gross revenues of RTI. Additionally,PwC and $1 million, and Ms. Hickton’s son served as a summer intern ofLoughran was never involved in providing any services to the Company for one week onwhile a high school related project. Mr. McNamarapartner of PwC. In fiscal 2022, a family member of Ms. Loughran was previously Global Chief Risk Officer & COO — Australia businesses of Building, Engineering, and Services of Lendlease Corporation Limited (“Lendlease”),employed by Willis Towers Watson, which has been a client ofprovides consulting services to the Company. The payments by Lendleasethe Company to the CompanyWillis Towers Watson for any fiscal year were substantially less than two percentthe greater of 2% of the consolidated gross revenues of Lendlease.Willis Towers Watson and $1 million, and the family member is not an executive officer of that company.

Until February 2018, Mr. Robertson isserved as the U.S. co-chairman of the US-SaudiU.S.-Saudi Arabian Business Council, an organization to which the Company makes $15,000 in annual cash contributions plus support of threeapproximately $20,000 and also supports conferences. The total amount paid by the Company over the last five years is approximately $54,000.In February 2018, Mr. Demetriou succeeded Mr. Robertson is alsoin this role as the co-chairman. Also, in fiscal 2022, Mr. Robertson was on the Board of Sasol Ltd., which iswas a client of the Company’s Energy, Chemicals & Resources business, which was divested in April 2019. Mr. Robertson retired as a director of Sasol Ltd. in December 2021.

Mr. Fernandez is a former partner of KPMG, which has provided non-audit related consulting services to the Company. The payments by the Company to KPMG for any fiscal year were substantially less than the greater of 2% of the consolidated gross revenues of KPMG and $1 million, and Mr. Fernandez was never involved in providing any services to the Company while a partner of KPMG.

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After a review of the facts, using its business judgment, the Board of Directors determined that these relationships did not compromise Mr. Davidson’s,the independence of Messrs. Robertson or Fernandez or Ms.  Hickton’s, Mr. McNamara’s or Mr. Robertson’s independence.Loughran.

Director Nominations

The Nominating and Corporate Governance Committee is responsible for recommending the selection of director nominees to the Board. Once potential candidates are identified, including those candidates nominated by shareholders and/or identified by outside advisors or search firms, the Chair of the Nominating and Corporate Governance Committee, the Lead Independent Director and the ChairmanChair and CEO review the backgrounds of those candidates with the Nominating and Corporate Governance Committee. Final candidates are then chosen and interviewed bynon-management directors and executive management of the Company.

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independent directors. Based on the interviews, the Nominating and Corporate Governance Committee then makes its recommendation to the Board of Directors. If the Board of Directors approves the recommendation, the candidate is nominated for election. With regard

The Company’s Bylaws also provide for shareholder nominations of directors and a proxy access right for shareholders, pursuant to which a shareholder, or a group of up to 20 shareholders, owning in the aggregate at least three percent of outstanding shares of our common stock continuously for at least three years, may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the shareholders and nominees satisfy the requirements specified in the Company’s Bylaws.

Please see the requirements described below under “Shareholders’ Proposals” for additional information about the procedures for shareholder nominations of directors for election, please see the requirements described below under “Shareholders’ Proposals.”election. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in accordance with these procedures.

Mr. McNamara, who was appointed to the Board in January 2017, was identified by a third-party search firm engaged by the Nominating & Corporate Governance Committee to assist in identifying potential directors.

The agreement relating to the Company’s pending acquisition of CH2M provides that Jacobs will appoint one director from the CH2M board of directors who qualifies as an “independent director” under applicable NYSE rules to the Jacobs Board at the closing of the acquisition, to serve in such capacity until his or her successor is duly elected or appointed and qualified in accordance with applicable law. The acquisition is subject to customary closing conditions, including receipt of CH2M stockholder approval, and is expected to close in December 2017.

Committees of the Board of Directors

The Board of Directors has threeDirectors’ four standing committees:committees are: the Audit Committee, the ESG and Risk Committee, the Human Resource and Compensation Committee (the Compensation Committee) and the Nominating and Corporate Governance Committee. From time to time the Board forms special committees to provide oversight and approve specific matters.

 

  Audit Committee

 

  Members:*(1)

  - Joseph R. BronsonBarbara L. Loughran (Chair)

  - Dawne S. HicktonManny Fernandez

  - Robert A. McNamara+McNamara

  - Christopher M.T. Thompson

 

* Each member is independent and financially literate and qualifies as an audit committee financial expert

+ New member appointed to Committee in January 2017

 

Primary responsibilities include monitoring and overseeing the:

      Integrityof   Integrity of the Company’s financial statements

      Independentauditor’s   Independent auditor’s qualifications and independence

      Performanceof   Performance of the Company’s internal audit function and independent auditors

      Complianceby   Compliance by the Company with legal and regulatory requirements

   Oversight of controls and processes over material ESG data reporting

 

Meetings in

Fiscal 2017:2022 14: 7

 

Committee

Member

Attendance:Attendance 96%: 97%

(1)

It is anticipated that, effective as of the date of the Annual Meeting, Ms. Abani will be added as a member of the Audit Committee. Ms. Abani is independent and financially literate and qualifies as an audit committee financial expert.

Committee Charter: The Audit Committee’s current charter is available by following the links to “Corporate Governance”“Investors —Corporate Governance — Committee Composition” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

 

 

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  Human ResourceESG and CompensationRisk Committee

 

  Members:*

  - Peter J. RobertsonRobert A. McNamara (Chair)

  - General Ralph E. Eberhart

  - Juan José Suárez Coppel+Georgette D. Kiser

  - Christopher M.T. Thompson+Barbara L. Loughran

  - Peter J. Robertson

 

* Each member is independent

+ New member appointed to Committee in January 2017fiscal 2022

 

Primary responsibilities include:include reviewing and overseeing the Company’s:

     Establishing,recommending,   Overall ESG strategy and governing all compensation and benefits policies for executive officers

•     Establishingand overseeing policy and protocol involved in the granting of all equity compensation

•      Overseeingthe design and administration of the Company’s employee benefit planskey ESG initiatives and policies

   Key enterprise-wide ESG metrics, targets, key performance indicators and related goals

   ERM strategy and its policies, procedures, and standards for identifying and managing Enterprise Risk

   Deployment of its ERM framework and risk measurement methodologies

 

Meetings in

Fiscal 20172022: 5

 

Committee

Member

Attendance:Attendance 95%: 100%

Committee Charter: The Human ResourceESG and CompensationRisk Committee’s current charter is available by following the links to “Corporate Governance”“Investors — Corporate Governance — Committee Composition” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

 

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  Human Resource and Compensation Committee

 

  Members:*

  - Peter J. Robertson (Chair)

  - General Vincent K. Brooks

  - General Ralph E. Eberhart

  - Manny Fernandez

  - Georgette D. Kiser

* Each member is independent

Primary responsibilities include:

   Reviewing, recommending, and governing all compensation and benefits policies for executive officers

   Approving and overseeing policy and protocol involved in the granting of all equity compensation

   Overseeing the design and administration of the Company’s employee benefit plans

   Overseeing the adoption and administration of key human resources processes and programs, including Inclusion & Diversity

   Oversight of human capital management and other ESG related matters delegated from the ESG & Risk Committee

Meetings in

Fiscal 2022: 6

Committee

Member

Attendance: 100%

Committee Charter: The Compensation Committee’s current charter is available by following the links to “Investors — Corporate Governance — Committee Composition” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

Compensation Committee Interlocks and Insider Participation: During the last completed fiscal year, no member of the Compensation Committee was an officer or employee of the Company, was a former officer of the Company, nor had a relationship with the Company requiring disclosure as a related party transaction under Item 404 of RegulationS-K. None of the Company’s executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served as a member of the Company’s Board of Directors or on the Compensation Committee.

 

 

  Nominating and Corporate Governance Committee

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  Nominating and Corporate Governance Committee

Members:*

- Robert C. Davidson, Jr.  -General Ralph E. Eberhart (Chair)

- Juan José Suárez Coppel  -Priya Abani

- General Ralph E. Eberhart+  -General Vincent K. Brooks

- Dawne S. Hickton  -Georgette D. Kiser

  -Christopher M.T. Thompson

 

* Each member is independent

+ New member appointed to Committee in January 2017fiscal 2022

 

Primary responsibilities include:

   Identifying for the Board of Directors qualified candidates to serve as directors of the Company

     Establishingfor   Establishing for the Board corporate governance policies, principalsprinciples and guidelines

     Overseeingthe   Overseeing the Annual Self-Evaluation of the Board

     Establishingand   Establishing and recommending to the Board outside director compensation

   Overseeing the Company’s compliance programs

   Oversight of ESG related matters delegated from the ESG & Risk Committee

 

Meetings in

Fiscal 2017:2022: 5

 

Committee

Member

Committee Member Attendance:Attendance 94%: 100%

Committee Charter: The Nominating and Corporate Governance Committee’s current charter is available by following the links to “Corporate Governance”“Investors — Corporate Governance — Committee Composition” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

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Corporate Governance Guidelines

The Company monitors developments in the area of corporate governance and routinely reviews its processes and procedures in light of such developments. The Company believes that it has procedures and practices in place which are designed to enhance and protect the interests of its shareholders.

The Board of Directors has approved Corporate Governance Guidelines for the Company, which are reviewed and updated on an annual basis. The Board also utilizes outside legal counsel to provide training and advice on governance matters. The Corporate Governance Guidelines are available by following the links to “Corporate Governance”“Investors —Corporate Governance — Corporate Governance & ESG” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.” The Corporate Governance Guidelines address the following matters:

 

  The role of the Board to provide oversight, counseling and direction to the Company’s managementleadership in the interest of the Company and its shareholders;shareholders

 

  Frequency of meetings of the Board(5-6 regular meetings per year);

 

  The requirement that the Board of Directors be comprised of a majority of independent directors;directors

 

  Guidelines for evaluating and nominating director nominees, including relevant skills, experience and diversity;

Guidelines for determining director independence;

Director and executive officer stock ownership guidelines;
Conflicts of interests;

Majority voting in uncontested elections of directors;

Limit the number of public company boards on whichnon-management directors may serve to four;

Committees of the Board, including assignment and rotation of members;diversity

 

  The requirement that the Audit, Human Resource and Compensation, and Nominating and Corporate Governancestanding Committees of the Board of Directors be comprised entirely of independent directors;directors

 

  The requirement that directors attend in person all regularly scheduled Board and Committee meetings in person or by videoconference unless required by illness or other extenuating circumstances;circumstances

 

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  Executive sessions of the Board of Directors whereinnon-management independent directors meet as a group without the presence of management directors;directors

 

  Orientation for new directors and continuing education for Board members;members

  The selection, roles and responsibilities of the ChairmanChair and Chief Executive OfficerCEO and the Lead Independent Director;Director

 

  The requirement that the performance of the ChairmanChair and Chief Executive OfficerCEO be evaluated annually and reviewed by thenon-management directors; independent directors

 

  Succession planning;planning

 

  Annual Board self-evaluation; andself-evaluation

 

  Other matters uniquely germane to the work and responsibilities of the Board of Directors.Directors

Guidelines for determining director independence

Director and executive officer stock ownership guidelines

Conflicts of interests

Majority voting in uncontested elections of directors

Limitations on the number of public company boards on which independent directors may serve to four (including the Company’s Board)

Committees of the Board, including assignment of directors to committees and appointment of committee chairs
 

 

Director Education

The Board recognizes the importance of director continuing education and is committed to provide such education in order to enhance both Board and Committee performance. Accordingly, as noted in the Company’s Corporate Governance Guidelines, the Company regularly provides the Board with education programs, presentations and briefings on topics relevant to the Company, its business and risk profile.profile, including separate educational sessions in connection with each regular Board meeting. All directors are members of the National Association of Corporate Directors. In addition, each year the Board engages a third-party providerexpert to host an educational program for members of the Board on matters relevant to the Company or relating to duties and responsibilities of directors.

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Directors are also encouraged to attend at least one outside educational program every othereach year on any subjects pertaining to the directors’ responsibilities such as “directors’ colleges”.colleges.” Additionally, newnewly elected directors must participate in the Company’s orientation program for new directors.

Management Succession Planning and Development

The Board is committed to positioning Jacobs for further growth through ongoing talent management, succession planning and the deepening of our leadership bench strength. The Board has assigned to the Compensation Committee, as set forth in its charter, the responsibility to oversee the succession plans relating to the executive officers of the Company, including the CEO, and to recommend to the Board, with respect to succession planning, the selection of individuals for executive officer positions. Additionally, the Company’s Corporate Governance Guidelines require that the CEO report at least annually to the Compensation Committee and the Board on succession planning for the executive officers, other than CEO, and to make available, on a continuing basis, his or her recommendations concerning who is qualified to assume the role of CEO in the event the CEO becomes unable to perform his or her duties. Our emergency succession planning is intended to enable the Company to respond to unexpected position vacancies, including those resulting from a major catastrophe, natural disaster or other impactful event by continuing the Company’s safe and sound operation and minimizing potential disruption or loss of continuity to the Company’s business and operations.

In September 2022, the Company announced that, effective as of the date of the Annual PerformanceMeeting, Mr. Pragada, our current President and Chief Operating Officer, will succeed Mr. Demetriou as Chief Executive Officer of the Company and join the Board of Directors. Mr. Demetriou will continue as Executive Chair of the Board following this change.

Mr. Pragada first joined the Company in 2006, holding several senior management positions over nine years. He then returned to the Company in 2016 as President of the global Industrial and Buildings & Infrastructure lines of business, and in 2019, Mr. Pragada was appointed President and Chief Operating Officer. Mr. Pragada’s readiness to step into the role of Chief Executive Officer is a demonstration of the Company’s focus on ongoing talent development and the Board’s ability to effectively implement its long-term succession planning.

Annual Board and Committee Evaluations

The Nominating and Corporate Governance Committee, together with the Lead Independent Director, coordinates annualregular Board self-evaluationsperformance evaluations. These evaluations are conducted through a combination of formal and periodic individual director reviews. informal processes, including the following, among others:

The ChairsBoard regularly conducts a self-evaluation of its performance.

The Lead Independent Director and/or the Chair of the Nominating and Corporate Governance Committee periodically conduct one-on-one interviews with directors regarding Board effectiveness and performance, and report the results back to the Nominating and Corporate Governance Committee.

At least annually, the full Board receives updates on corporate governance best practices from an outside law firm.

At the end of each regular Board meeting, the Board holds an executive session at which feedback on the meeting is provided to the Chair and Lead Independent Director.

Annually, the Nominating and Corporate Governance Committee reviews the composition of the Committees coordinate annual self-evaluationsentire Board, including the backgrounds, skills and experience of their respective committees.the current directors, through the use of a skills matrix.

At least annually, each Committee conducts a formal self-evaluation and reviews its charter with the assistance of outside legal counsel. The Chair of the Nominating and Corporate Governance Committee attends the self-evaluation sessions in order to incorporate feedback into the overall Board self-evaluation process.

Feedback from these processes is communicated to the Chair of the Board, the Chair of the Nominating and Corporate Governance Committee and the Lead Independent Director so that appropriate follow-up measures can be discussed, implemented, and monitored.

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Attendance at Meetings of the Board and its Committees and the Shareholder Meeting

All directorsOverall director attendance at meetings of the Board and its Committees was 99% during fiscal 2022. Each individual director attended at least 75% of all meetings of the Board and all Committees on which they serveserved during fiscal 2017.2022. Board members are expected to attend annual meetings of shareholders. All of the members of our Board who were serving at the time of the 2017 annual meeting of shareholders attended the 2022 Annual Meeting via the virtual meeting platform, except Juan José Suárez Coppel,for one director who was unable to join the virtual meeting due to international travel.an internet connectivity issue.

Code of Ethics

In addition to the Corporate Governance Guidelines, the Board of Directors has adopted the following other codes, guidelines and policies:

 

  

Code of Business Conduct and Ethics for Members of the Board of Directors;

 

  

Code of Ethics for the Chief Executive Officer and Senior Financial Officers; and

 

  

Code of Conduct.

These documents, along with the Corporate Governance Guidelines, serve as the foundation for the Company’s system of corporate governance. They provide guidance for maintaining ethical behavior, require that directors and employees comply with applicable laws and regulations, prohibit conflicts of interest and provide mechanisms for reporting violations of the Company’s policies and procedures.

In the event the Company makes any amendment to, or grants any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SECSecurities and Exchange Commission (SEC) rules, the Company will disclose such amendment or waiver and the reasons therefore on its website at www.jacobs.com.

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Stock Ownership Guidelines

In an effort to more closely align the Company’snon-management independent directors’ financial interests with those of our shareholders, the Board of Directors has established stock ownership guidelines fornon-management independent directors. Under these guidelines, the Company’snon-management independent directors are expected to ownhold equity in the Company (including(taking into account the value of common stock owned, and outstanding restricted stock orand restricted stock units)unit (RSU) awards held by the individual) valued at a minimum of five times their annual cash retainer.Non-managementretainer within a reasonable time after initial appointment or election to the Board. Independent directors are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. As of the end of fiscal 2022, all independent directors who have served on the Board for at least 5 years exceeded these guidelines.

Similarly, the Company has established stock ownership guidelines under whichfor senior leadership. Under these guidelines, the Company’s senior managementleadership is expected to ownhold equity in the Company (taking into account the value of common stock owned, and outstanding RSU awards held by the individual, but excluding unvested performance share units or unexercised options) valued as follows:

 

Position

 

  

    Multiple of    
  Base Salary  

ChairmanChair and CEO

  

6x

EVP/Presidents (COO and CFO)

4x

EVPs/Presidents of Lines of Business

  

3x

Other Senior ManagementLeadership (SVPs)

  

2x

Members of senior managementleadership are not required to purchase shares of common stock to reach the applicable threshold but are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. This restriction does not apply to the withholding of shares to satisfy tax withholding requirements. As of the Record Date, theall named executive officers (or NEOs) either(NEOs) exceeded their respective guidelinesguidelines. Any sales by directors and executives are subject to the Company’s insider trading policy, which requires sales during open trading windows to be precleared by the Company’s General Counsel.

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Shareholder Engagement

Why We Engage

Understanding the issues that are important to our shareholders is critical to ensure that we address their interests in a meaningful and effective manner. It is also the foundation of good corporate governance. In that light, we engage with our shareholders on a regular basis throughout the year to discuss a range of topics, including our performance, strategy, risk management, executive compensation, corporate governance, and ESG and sustainability.

We recognize the value of taking our shareholders’ views into account. Dialogue and engagement with our shareholders help set goals and expectations for our performance, and facilitate identification of emerging issues that may affect our strategies, corporate governance, compensation practices, and other aspects of our operations.

When We Engage

LOGO

How we Engage

Our shareholder and investor outreach and engagement take many forms. We participate in numerous investor conferences and analyst meetings, hold our own investor events, host quarterly earnings calls, and meet with one or were withinmore of our shareholders in a variety of contexts and forums. As part of our shareholder engagement program, members of our Board, including our Lead Independent Director, also participate in many of these meetings to discuss a range of ESG matters, including executive compensation, corporate governance, and sustainability.

In addition, our Chair and Chief Executive Officer, Chief Financial Officer, Senior Vice President of Investor Relations, and other senior management engage with our shareholders on a frequent basis, year-round, to discuss our strategy and our financial and business performance and to provide updates on key developments.

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Topics of shareholder engagement in fiscal 2022 included corporate governance, executive compensation, ESG matters, business performance, strategic priorities and goals, firm culture, risk management, succession planning, and climate risk, among others.

Shareholder Engagement in Fiscal 2022

LOGO

Our Response to Shareholder Feedback

Shareholder feedback is delivered regularly to our Board and thoughtfully considered. Such feedback has led to modifications in our executive compensation programs, our corporate governance practices and our disclosures.

In October 2022, following communications with our shareholders, our Board amended the five-year periodCompany’s Bylaws to provide for shareholder nominations of directors and a proxy access right for shareholders, pursuant to which a shareholder, or a group of up to 20 shareholders, owning in the aggregate at least three percent of outstanding shares of the Company’s common stock continuously for at least three years, may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the shareholders and nominees satisfy the requirements specified in the Company’s Bylaws. The Company’s Bylaws are available by following the links to “Investors — Corporate Governance — Corporate Governance & ESG” on the Company’s website at www.jacobs.com.

We also made certain modifications to our compensation programs for fiscal 2023 in response to feedback from their hire or promotion date, atour shareholders. For more information about these changes, see “Compensation Discussion & Analysis,” under the end of which they are expectedheading “Looking Ahead — Changes to meet the guidelines.our Compensation Program for 2023.”

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Contacting the Board of Directors

Generally — All communications required by law or regulation to be relayed to the Board of Directors are relayed immediatelypromptly after receipt by the Company. Any communications received by managementthe Company from shareholders whichthat have not also been sent directly to the Board of Directors will be processed as follows: (1) if the shareholder specifically requests that the communication be sent to the Board, the communication will then be promptly relayed to the Board of Directors; and (2) if the shareholder does not request that the communication be sent to the Board of Directors, then managementthe Company’s leadership will promptly relay to the Board all communications that the management of the Company, using its best business judgment, determines should be relayed to the Board.

Contacting the Full Board of Directors — Any shareholder, employee or interested party who desires to communicate with the Board of Directors may do so by writing to The Board of Directors, c/o Corporate Secretary, Jacobs Engineering GroupSolutions Inc., 1999 Bryan Street, Suite 1200,3500, Dallas, Texas 75201, in an envelope marked confidential.

ContactingNon-Management Independent Directors — Any shareholder, employee or interested party who desires to communicate with the Company’snon-management independent directors may do so as follows:

 

  

Confidentially or anonymously through the Company’s Integrity Hotline, 1 (877)+1 (844) 522-6272;543-8351;

 

  

By writing to Lead Independent Director, c/o Corporate Secretary, Jacobs Engineering GroupSolutions Inc., 1999 Bryan Street, Suite 1200,3500, Dallas, Texas 75201, in an envelope marked confidential; or

 

  

By sending an email to LeadIndependent.Director@Jacobs.com.

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Contacting the Audit Committee — Any shareholder, employee or interested party may submit at any time a good faith complaint regarding any questionable accounting, internal accounting controls, or auditing matters concerning the Company without fear of dismissal or retaliation of any kind. Employees are encouraged to report their concerns and complaints to the Company’s senior management, to the Vice President, Internal Audit,leadership or to the Audit Committee of the Board of Directors. Confidential, anonymous reports may be made as follows:

 

  

Through the Company’s Integrity Hotline, 1 (877)+1 (844) 522-6272;543-8351;

 

  

By writing to the Chair of the Audit Committee, c/o Corporate Secretary, Jacobs Engineering GroupSolutions Inc., 1999 Bryan Street, Suite 1200,3500, Dallas, Texas 75201, in an envelope marked confidential; or

 

  

By sending an email to Audit.Committee@Jacobs.com.

Availability of Documents

The full text of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics for Members of the Board of Directors, the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Code of Conduct, the Committee Charters, the Board of Directors Guidelines for Determining the Independence of its Members, and the other corporate governance materials described in this Proxy Statement are accessible by following the link to “Corporate Governance”“Investors — Corporate Governance — Corporate Governance & ESG” on the Company’s website at www.jacobs.com.

The Company will furnish without charge a copy of any of the foregoing documents to any person making such a request in writing and stating that he or she is a beneficial owner of common stock of the Company. Requests should be addressed to: Jacobs Engineering GroupSolutions, Inc., 1999 Bryan Street, Suite 1200,3500, Dallas Texas 75201, Attention: Corporate Secretary.

Compensation of Directors for Fiscal 2017

The Company paidnon-managementCompensation Philosophy

Attract and retain highly qualified directors having a cash retainerdiverse range of $100,000 per year throughbackgrounds, skills and experience by offering compensation that is competitive with the second fiscal quarter of 2017 and $110,000 per year thereafter. In addition, the Chair of each Committee receives an additional cash retainer of $20,000 per year,Company’s peer group and the Lead Independentbroader market of other similarly-sized companies.

Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to comply with robust stock ownership guidelines and policies prohibiting hedging, shorting or pledging Company stock.

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Provide a compensation program that reflects individual director responsibilities and time commitments.

Provide compensation that is simple and transparent.

Determination of Non-Employee Director receives an additional cash retainerCompensation

Each year, the Board determines non-employee director compensation based upon the recommendation of $100,000 per year.the Nominating and Corporate Governance Committee. In an effort to alignmaking a recommendation, the Nominating and Corporate Governance Committee considers market data for the Company’s peer group, which is the same peer group used for the Company’s executive compensation benchmarking, as well as data for a broader market of similarly-sized companies, and input regarding market practices with thosefor director compensation from Farient Advisors, which is the same independent consultant that is retained by the Compensation Committee.

Components of its peers, during fiscal 2017 the Company moved from granting annual stock awards of a fixed number of restricted stock units and options to a value-based award of restricted stock units (“RSUs”). Jacobs also eliminated the appointment grant awarded to new directors.Non-Employee Director Compensation

    
Compensation Component Calendar Year
2021
 Calendar Year
2022
 Purpose
    
Cash Retainer $115,000 (1) $125,000 Provide a competitive cash retainer
    
Lead Independent Director Additional Cash Retainer $100,000 $100,000 Provide additional compensation that takes into account the increased responsibilities and time commitments of the Lead Independent Director.
    
Committee Chair Additional Cash Retainer $25,000 $25,000 Provide additional compensation that takes into account the increased responsibilities and time commitments of the Chair of each of the Board’s standing Committees. Each Committee Chair also serves on the ESG & Risk Committee.
    
Special Meeting Fees (beginning with ninth meeting for the Board or a standing Committee, and the third meeting for any Special Committee, in each case during the applicable fiscal year) $2,000/meeting $2,000/meeting Provide compensation for periods of unusually high meeting activity.
    

Equity Grant

 

(RSUs that vest on the earlier of 1 year after grant or the next annual shareholder meeting)

 $180,000 $190,000 

Align interests of directors with the long-term interests of the Company’s shareholders.

 

Directors restricted from selling shares until reaching stock ownership guidelines level (5x annual cash retainer).

Equity

For fiscal 2017,2022, the Board set the annual equity value to be awarded tonon-management independent directors at approximately $135,000$190,000, and, accordingly, granted eachnon-management independent director an award of 2,347 RSUs.1,512 RSUs on January 26, 2022. Such grants were made pursuant to the Jacobs Engineering Group Inc.Company’s 1999 Outside Director Stock Plan, as amended and restated (the “19991999 Outside Director Plan”)Plan). Each RSU grant vests upon the earlier of (i)(1) the next annual shareholder meeting or (ii)(2) theone-year 1-year anniversary of the grant date.

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If the Company pays a cash dividend on its outstanding common stock, RSUs will be credited with cash dividend equivalent rights (“Dividend Equivalents”) which are(Dividend Equivalents) paid to suchthe applicable director upon the vesting of the RSURSUs and distribution of the underlying shareshares of common stock as described below in the section entitled “Executive Compensation—Compensation — Narrative Disclosure to Summary Compensation TableTable” and Grants“Grants of Plan Based Awards Table—Table — Payment of Dividends and Dividend Equivalent Rights”.Rights.” Each director also receives cash dividends with respect to each outstanding restricted stock award (“RSA”)(RSA), if any, as and when paid to shareholders of common stock.

Additional Director Compensation for Periods of Unusually High Board or Committee Activity

24    LOGO|The Board has adopted a policy under which non-employee directors may receive additional compensation for periods of unusually high Board or committee activity. The intention of this policy is to adequately compensate directors for additional services rendered during periods of unusually high activity and will not be paid for ordinary course of business responsibilities. The Corporate Governance Guidelines provide that there will be five to six regularly scheduled Board meetings per year, and the policy provides that, for each Board or committee meeting in excess of eight meetings for the Board or applicable standing committee during a single fiscal year, the Company will pay an additional $2,000 special fee for each meeting to the non-employee directors in attendance. In the event the Board forms a special committee, the Company will pay the additional $2,000 special fee for each special committee meeting beginning in excess of two special committee meetings in a single fiscal year. During fiscal 2022, the Company’s Board held six meetings. Accordingly, no special fees were earned by non-executive directors for additional meetings of the Board for fiscal 2022.

2018 Proxy StatementDirector Deferral Plan

Additionally, independent directors are eligible to participate in the Jacobs Director Deferral Plan, pursuant to which each director may defer all or a portion of such director’s cash retainer and/or RSUs.


Non-Employee Director Compensation During Fiscal 2022

The table below sets forth the compensation paid toearned by each of the Company’snon-management independent directors during fiscal 2017.2022. Mr. Demetriou, our CEO, serves as Chair and a director on our Board but did not receive compensation for his service as a director. The compensation paid to Mr. Demetriou as an employee during fiscal 2022 is set forth in the “Summary Compensation Table” below.

 

Name 

Fees Earned or
Paid in Cash ($)(1)

  

Stock Awards

    ($)(3)    

  

Option
Awards ($) (4)

  

All Other
Compensation
($) (5)

  

Total ($)

 
  Joseph R. Bronson  125,000             135,046        —             3,600        263,646 
  Juan José Suárez Coppel  105,000             135,046        —             —            240,046 
  John F. Coyne (2)  30,278              —             —             —            30,278  
  Robert C. Davidson, Jr.  125,000             135,046        —             5,400        265,446 
  Ralph E. Eberhart  105,000             135,046        —             —            240,046 
  Dawne S. Hickton  105,000             135,046        —             —            240,046 
  Linda Fayne Levinson  205,000             135,046        —             6,300        346,346 
  Robert A. McNamara (6)  74,722              135,046        —             —            209,768 
  Peter J. Robertson  125,000             135,046        —             —            260,046 
  Christopher M.T. Thompson  105,000             135,046        —             —            240,046 
  Noel G. Watson (2)  30,278              —             —             —            30,278  
      
NameFees Earned or
Paid in Cash ($) (1)
Stock Awards
($) (2)
Option
Awards ($) (3)
All Other
Compensation
($) (4)
Total ($)
      

  Priya Abani

 110,000 215,785   325,785
      

  General Vincent K. Brooks

 122,500 190,028  1,447 313,975
      

  Robert C. Davidson, Jr. (5)

 72,500   47,095 119,595
      

  General Ralph E. Eberhart

 141,250 190,028  1,447 332,725
      

  Manny Fernandez

 122,500 190,028   312,528
      

  Georgette D. Kiser

 122,500 190,028   312,528
      

  Linda Fayne Levinson (5)

 60,000   48,963 108,963
      

  Barbara L. Loughran

 147,500 190,028   337,528
      

  Robert A. McNamara

 147,500 190,028  1,447 338,975
      

  Peter J. Robertson

 147,500 190,028  1,447 338,975
      

  Christopher M.T. Thompson

 222,500 190,028   412,528

(1)

Represents director fees earned during fiscal 2022. Directors who served on the Board for a portion of the fiscal year received a pro-rated amount of the annual cash retainer. No special fees were earned by non-executive directors for additional meetings of the Board for fiscal 2022.

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(1) Represents fees earned during fiscal 2017.

(2) Messrs. Coyne and Watson did not stand forre-election at the 2017 annual meeting of shareholders.

(3) Represents the grant date fair value of the grants of RSUs under the 1999 Outside Director Plan during fiscal 2017 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The aggregate number of shares of restricted stock and RSUs outstanding at September 29, 2017, for eachnon-management director was as follows: J. Bronson — 23,156; J. Suárez Coppel — 7,656, R. Davidson — 27,156; R. Eberhart — 9,156; D. Hickton — 4,656; L. Fayne Levinson — 29,156; R. McNamara — 2,347; P. Robertson — 12,156; and C. Thompson — 9,156.

(4) The aggregate number of options outstanding at September 29, 2017, for eachnon-management director was as follows: J. Bronson — 16,500; J. Suárez Coppel — 14,500; J. Coyne — 24,750; R. Davidson — 27,000; R. Eberhart — 18,000; D. Hickton — 7,500; L. Fayne Levinson — 29,500; P. Robertson — 28,500; C. Thompson — 18,000; R. McNamara — 0 and N. Watson — 12,250.

(5) Represents dividend payments on restricted stock awards (“RSAs”) during fiscal 2017. These amounts do not include accumulated dividend equivalent rights on RSUs that have vested but not yet distributed for each non-management director as follows: J. Bronson — $5,764; J. Suárez Coppel — $2,389; R. Davidson — $5,764; R. Eberhart — $3,064; D. Hickton — $1,039; L. Fayne Levinson — $5,764; P. Robertson — $4,414; and C. Thompson — $3,064.

(6) Mr. McNamara was appointed to fill a vacancy on the Board in January 2017.
(2)

Represents the grant date fair value of the RSU grants under the 1999 Outside Director Plan during fiscal 2022 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718). The aggregate number of shares of RSUs outstanding at September 30, 2022, for each independent director was as follows: P. Abani — 1,689; J.; V. Brooks — 1,512; R. Davidson — 4,196; R. Eberhart — 8,321; M. Fernandez — 3,685; G. Kiser — 3,235; L. Fayne Levinson — 0; B. Loughran — 6,449; R. McNamara — 1,512; P. Robertson — 11,321; and C. Thompson — 14,132. In addition to the annual equity grant for 2022, Ms. Abani received a pro rata grant for the portion of calendar year 2021 for which she served on the Board.

(3)

The Company has not granted options to independent directors since fiscal 2016. The aggregate number of options outstanding at September 30, 2022, for each independent director was as follows: P. Abani — 0; J. ; V. Brooks — 0; R. Davidson — 14,000; R. Eberhart —14,000; M. Fernandez — 0; G. Kiser — 0; L. Fayne Levinson — 10,500; B. Loughran — 0; R. McNamara — 0; P. Robertson — 10.500; and C. Thompson — 18.000.

(4)

Represents dividend payments on RSAs during fiscal 2022 as well as dividend equivalent payments on RSUs that vested during the fiscal year. These amounts do not include accumulated dividend equivalent rights on vested RSUs that have not yet been distributed to each independent director as follows: P. Abani — $0; V. Brooks — $0; R. Davidson — $9,934; R. Eberhart — $28,394; M. Fernandez — $3,325; G. Kiser — $2,636; L. Fayne Levinson — $0; B. Loughran — $10,434; R. McNamara — $0; P. Robertson — $40,904; and C. Thompson — $41,711.

(5)

The terms of Mr. Robert C. Davidson, Jr. and Ms. Linda Fayne Levinson expired on January 25, 2022, the date of the 2022 Annual Meeting. Mr. Davidson and Ms. Fayne Levinson did not stand for re-election at the 2022 Annual Meeting.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “estimates”, “intends”,“estimates,” “intends,” and “will” and similar words are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations and/or currently available data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those listed in Item 1A — Risk Factors in the Company’s 20172022 Annual Report on Form10-K. The Company does not undertake any obligation to release publicly any revisions or updates to any forward-looking statements.

 

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 

What are you votingYou Voting on?

As required by Section 14A of the Securities Exchange Act of 1934, as amended, this proposal seeks a shareholder advisory vote to approve the compensation of our named executive officersNEOs as disclosed pursuant to Item 402 of RegulationS-K through the following resolution:

“Resolved, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers,NEOs, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which includes the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative disclosures).”

As an advisory vote, this proposal is not binding on the Company, the Board of Directors, or the Human Resource and Compensation Committee, (the “Compensation Committee”), and will not be construed as overruling a decision by the Company, the Board, or the Compensation Committee or creating or implying any additional fiduciary duty for the Company, the Board, or the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions that shareholders express in their votes and will consider the outcome of the vote when making future compensation decisions.

At our 2017 annual meeting of shareholders, our shareholders approved, on an advisory basis, a frequency of every year for casting advisory votes approving our executive compensation. After the Annual Meeting, our next advisory vote on executive compensation will occur at our 2019 annual meeting of shareholders.

What is the Vote Required?Voting Requirement?

The approval of the advisory resolution on the Company’s executive compensation requires the affirmative vote of a majority of shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the advisory resolution. Brokernon-votes will have no effect of the outcome of the advisory vote.

 

 

 

The Board of Directors unanimously recommends that you voteFOR the advisory resolution
approving the Company’s executive compensation.

 

 

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COMPENSATION COMMITTEE REPORT

The Human Resource and Compensation Committee of the Board of Directors reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with the Company’s management. Based on such review and discussion, the Human Resource and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement. The Board has approved that recommendation.

 

December 7, 2017

  

Peter J. Robertson, Chair

General Vincent K. Brooks

General Ralph E. Eberhart

Manny Fernandez

Georgette D. Kiser

 General Ralph E. Eberhart
 Juan José Suárez Coppel
2023 Proxy Statement | LOGO      Christopher M.T. Thompson33

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Compensation Discussion and Analysis (“CD&A”)COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Executive Summary

 

As one of the world’s largest and most diverse providers of technical professional and construction services, weWe operate with apay-for-performance executive compensation philosophy in a challenging, highly competitive and rapidly evolving global environment. Our executive compensation programpay-for-performance philosophy is designed to attract and retain individuals with the skills and qualifications to manage and leadworld’s best talent throughout the Company effectively. The overarching goal ofcompany, including at our program is to motivate our leaders to contribute to the achievement of our financial goals and to focus on long-term value creation for our stockholders.executive level. Our named executive officers (“NEOs”)(NEOs) for fiscal 20172022 were:

 

Name

LOGO
 Position

Mr. Steven J. Demetriou

LOGO
 

Chairman and Chief Executive Officer (“CEO”)

Mr. Kevin C. Berryman

LOGO
 

Chief Financial Officer (“CFO”)

Mr. Terence D. Hagen

LOGO
 

President, Aerospace & Technology

LOGO

Mr. Joseph G. (“Gary”) Mandel

Executive Vice President, Integration Management Office

Mr. Robert V. Pragada

President, Buildings & Infrastructure and Industrial

How did we
perform?Steven J. Demetriou

Improved growth momentum as both third quarterChair of the Board and fourth quarter fiscal 2017 showed sequential
revenue growth versus the previous quarter

Chief Executive Officer (CEO)

 

Kevin C. Berryman

Continued strong gross margin performance in the fourth quarter of fiscal 2017, contributing to a 160
basis point annual improvement to 17.9%, driven by strong project executionPresident and increased focus on
more profitable business

Chief Financial Officer (CFO)

 

Joanne E. Caruso

Backlog of $19.8 billion at fiscal year end, up over $1.0 billion versus a year ago

Executive Vice President, Chief Legal and Administrative Officer (CLAO)

 

Repurchased $97 million in shares and paid $54 million in dividends ($0.45 per share) in fiscal 2017

LOGO

What did wePatrick X. Hill

change for 2017?

Increased base salaries for NEOs (other than the CEO and CFO) between 3% and 8%, consistent with market data from our peer group and other market survey information

Executive Vice President, President of P&PS

 

To further increase accountability and reinforce our commitment to profitable growth and effective cash management, we updated our short-term incentive to include GM in Backlog*

We updated our long-term incentive plan by including a return on invested capital (“ROIC”) metric in addition to earnings per share growth (“EPS Growth”)

In connection with the Company’s announcement of its intention to pay a regular quarterly cash dividend, we provided for dividend equivalents on time-based RSUs in order to treat holders of RSUs consistently with shareholders

LOGO

How do weRobert V. Pragada

determine pay?

Design pay programs to reward executives for positive CompanyPresident and business unit results, mitigate material risks and align with stockholder interests by having a significant portion of compensation composed of equity-based long-term incentive awards

Set pay levels commensurate with performance and the need to attract and retain high quality talent

Consider many factors, including the advice of the Compensation Committee’s independent compensation consultant, internal pay equity among executives and the alignment of total pay opportunity and pay outcomes with performance and with external market data

LOGO

How did we pay

our NEOs?

Payouts aligned with our fiscal 2017 performance

Base salaries reflect each NEO’s role, responsibility and experience

Annual cash incentive payouts ranged from 73% to 153% of target based on achievement of Company and business area performance objectives

Long-term equity incentives granted at target levels using a portfolio of performance-based restricted stock units (“PSUs”) and RSUs, with the largest portion (60%) delivered in PSUs which vest 50% based on our EPS Growth and 50% based on our ROIC over a three-year period

Nooff-cycle equity awards or excessive perquisites for any of our NEOs

LOGO

How do we address

risk and governance?

Provide an appropriate balance of short- and long-term compensation, with payouts based on the Company’s achievement of certain financial metrics and specific business area objectives

Follow practices that promote good governance and serve the interests of our stockholders, with maximum payout caps for annual cash incentives and long-term performance awards, and policies on clawbacks, anti-pledging, anti-hedging, insider trading and stock ownership

Annual “say-on-pay” shareholder vote was approved at the 2017 shareholder meeting

LOGO

Why you should

approve the

say-on-pay

proposal

Fiscal 2017 performance continued to support long-term stockholder value
Fiscal 2017 incentive payouts for our NEOs aligned with overall Company and business area performance
Our pay program is aligned with stockholder interests, emphasizing achievement of strategic objectives over the long term

Our pay practices are tied to robust risk management and corporate governance

Chief Operating Officer (COO)

* See page 36In addition, Dawne Hickton, former Executive Vice President, President of People & Places Solutions, is included as one of our NEOs for definition of GM in Backlog

28    LOGO|2018 Proxy Statement


fiscal 2022. Ms. Hickton departed the Company, effective June 3, 2022.

Our Executive Compensation Philosophy

Our vision is to provide superior customerclient value through abased on long-term relationship-based approachrelationships and solidfavorable returns to our shareholders through profitable growth. The Compensation Committee hasadheres to a compensation philosophyprogram that drives this vision by attracting and retaining highly qualified employees and motivating them to deliver value to our customers and shareholders. Accordingly, our executive compensation program is intended to:program:

 

  Provide

Provides executives with base salarytarget total compensation that is competitive with the market;

 

  Reward

Rewards executives for superior annual Company performance through our Management IncentiveLeadership Performance Plan (“MIP”)(LPP), a short-term cash incentive program that places a substantial component of pay at risk, with specific measures and targets assigned to each participant based on their role in the Company; and

 

  Incentivize senior management through the use of long-term equity-based awards that align

Aligns our executives’ interests with those of our shareholders.shareholders through long-term equity-based awards.

34    LOGO  | 2023 Proxy Statement


Guide to CD&A

How did we
perform?

Net earnings from continuing operations of $644 million, an increase of 38% from fiscal 2021.

Earnings per share (EPS) of $4.98, an increase of 60% from fiscal 2021.

Announced new transformative corporate strategy, Boldly Moving Forward, based on an extensive
evaluation of global trends, capabilities and markets to understand the largest opportunities,
projected spend and growth rates resulting in the identification of three growth accelerators: Climate
Response, Consultancy & Advisory and Data Solutions.

LOGO

What did we

change in 2022?

Annual Bonus Plan: Expanded the plan’s “strategic non-financial goals” to include “strategic and ESG goals”, consistent with our strategy to drive accountability and meet our long-term priorities, while continuing to stress the importance of ESG initiatives through our focus on Inclusion & Diversity, culture, talent retention, innovation, operational excellence and safety.

LOGO

How do we

determine pay?

Design pay programs to reward executives for positive Company financial results and other strategic and ESG initiatives and align with shareholder interests by having a significant portion of compensation composed of equity-based long-term incentive awards.

Set pay levels commensurate with market performance and the need to attract and retain high quality talent.

Consider the advice of an independent compensation consultant, internal pay equity among executives and the alignment of total pay opportunity and pay outcomes with performance and with external market data.

LOGO

How did we pay our NEOs?

Fiscal 2022 short- and long-term incentive payouts aligned with our fiscal 2022 performance.

Base salaries reflect each NEO’s role, responsibility, experience, individual performance and market conditions.

Annual incentive payouts were earned at 89.3% of target, based on achievement of (1) Company performance objectives and (2) individual strategic and ESG goals, reflecting Company initiatives around Inclusion & Diversity, innovation, culture and talent retention, among others.

Due to ongoing economic uncertainty, and in particular the impact of global economic conditions on the Company’s performance in the second half of the fiscal year, and the Company’s efforts to manage costs, payments under the annual incentive plan for fiscal 2022 were made in the form of cash (~55%) and time-based restricted stock units (RSUs) (~45%) with a three-year ratable vesting schedule.

Long-term equity incentives granted in fiscal 2022 at target levels, using a portfolio of performance-based restricted stock units (PSUs) and RSUs.

In response to shareholder feedback, the “lock-in” feature will be eliminated for all PSUs, starting with fiscal 2023 grants.

LOGO

How do we address

risk and governance?

Provide an appropriate balance of short- and long-term compensation, with payouts based on the Company’s achievement of certain financial metrics and specific business area objectives.

Follow practices that promote good governance and serve the interests of our shareholders, with maximum payout caps for annual cash incentives and long-term performance awards and policies on clawbacks, anti-pledging, anti-hedging, insider trading and stock ownership.

Annual “say-on-pay” shareholder vote and an annual compensation risk assessment of our compensation program, pursuant to which our independent compensation consultant confirmed that none of our compensation plans encourage undue risk-taking.

LOGO

Why you should

approve the

say-on-pay proposal

Fiscal 2022 incentive payouts for our NEOs aligned with Company performance.
Our pay program is aligned with shareholder interests, emphasizing achievement of strategic objectives over the long term.

Our pay program is designed to attract and retain a strong leadership team and to reward the achievement of financial and strategic objectives over the long term.

2023 Proxy Statement | LOGO     35


Our Executive Compensation Program and Practices

OurThe Compensation Committee believes that our executive compensation program is appropriately designed to advance shareholder interests.the interests of our shareholders and other stakeholders. The key components and associated purposes of our compensation program are as follows:

 

LOGOLOGO

* See page 3645 for definitions of DSO and GMGP in Backlog definitions.Backlog.

 

2018 Proxy StatementLOGO    29

Short-Term/Annual Long-Term Component Base Salary Management Incentive Plan Performance- Based Restricted Stock Units (PSUs) Time Based Restricted Stock Units (RSUs) Purpose Provides the security of a competitive fixed cash payment for services rendered Encourages superior performance and accountability by tying payouts to achievement of pre-established metrics assigned to participants based on their role in the Company Aligns interests of executives with long-term shareholder interests. Retains executives and motivates them to build shareholder value over the life of the grants Retains executives and motivates them to build shareholder value over the life of the grants Fixed Risk - Variable/At Performance Metric and Description Reviewed annually by the Compensation Committee and adjusted based on competitive practices and individual performance Metrics used for fiscal 2017 include: Consolidated/Line of Business Operating Profit DSO* GM in Backlog * Beginning in fiscal 2017, metrics used: Earnings Per Share (EPS) Growth focuses on profitability and financial disciplines Return on Invested Capital (ROIC) aligns with our strategy by motivating managers to focus on increasing efficiency and capturing whether magnitude of profitability is appropriate for investments made Metrics for performance-based awards in fiscal 2016 were EPS Growth and relative total shareholder return (TSR) compared to the Companys peer group. For fiscal 2017, the Company changed from TSR to a ROIC-based metric, which the Compensation Committee believes is appropriate to ensure the Company effectively employs capital to provide a strong return to shareholders Awards vest after three years of performance, if performance targets are met Awards vest ratably over four years

36    LOGO  | 2023 Proxy Statement


 

 

We remain committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our shareholders.shareholders and other stakeholders. Below is a summary of best practices that we have implemented and practices that we avoid with respect to the compensation of our NEOs.

 

WHAT WE DO

  

WHAT WE DO NOT DO

 

Pay for Performance Pay-for-Performance — A significant majority of our executives’ target compensation is at risk, including compensation that is stock basedstock-based and/or performance based,performance-based compensation tied topre-established performance goals aligned with our short- and long-term objectives.

 

No TaxGross-Ups — We do not have tax reimbursements orgross-ups on severance payments. See “— Other Benefits and Policies — Perquisites” below.

 Compensation Recoupment Policies — We have a clawback policy that applies when inaccurate financial statements have affected incentive award payments to executive officers. This policy is further described under “—Clawback“Clawback Policy” below.

No Pension Plans or Special Retirement Programs for Executive Officers — We do not have a pension plan or supplemental retirement plan for executive officers.

 

 Stock Ownership Guidelines — Our Board has established robust stock ownership guidelines applicable to our Board members and executives as described under “—Stock“Stock Ownership Guidelines” below.

No Excessive Perquisites — We do not offer excessive executive perquisites such as personal use of airplanes, Company-provided autos or auto allowances (except for expatriates) or payment of club dues.

 

 Thorough Compensation Benchmarking — The Compensation Committee reviews publicly available information to evaluate how our NEOs’NEOs��� compensation compares to that of executives in comparable positions at otherpeer companies as described under “— Assessing“Assessing Compensation Competitiveness” below.

No Speculative Trading — Board members and executive officers are prohibited from short-selling our stock and buying or selling puts and calls of our stock. See “—Insider Trading and Policy on Hedging or Pledging of Stock” below.

 

Independent Compensation Consultant — The Compensation Committee benefits from its use of an independent compensation consulting firm, which provides no other services to the Company.

 Annual Pay-for-Performance and Risk Review — With the help of its independent compensation consultant, the Compensation Committee analyzes the alignment of realizable pay and performance on an annual basis to ensure that our incentive programs are working as intended and do not encourage excessive risk-taking.

 Vesting Conditions on Dividend Equivalents — We impose the same vesting conditions on dividend equivalents as on the underlying RSUs.

  

 

 No Tax Gross-Ups — We do not have tax reimbursements or gross-ups on severance or other payments. See “Other Benefits — Perquisites” below.

 No Pension Plans or Special Retirement Programs for Executive Officers — We do not have a defined benefit pension plan or supplemental retirement plan for executive officers.

 No Excessive Perquisites — We do not offer excessive executive perquisites such as personal use of airplanes at the Company’s expense, Company-provided automobiles or auto allowances (except for expatriates) or payment of club dues.

 No Speculative Trading — Board members and executive officers are prohibited from short-selling our stock and buying or selling puts and calls of our stock. See “Insider Trading and Policy on Hedging or Pledging of Stock” below.

No Hedging — Board members and executive officers are prohibited from engaging in hedging transactions that could eliminate or limit the risks and rewards of owning our stock. See “—Insider“Insider Trading and Policy on Hedging or Pledging of Stock” below.

 

Annual Pay for Performance Review — With the help of its independent compensation consultant, the Compensation Committee annually analyzes the difficulty of meeting our performance goals and the alignment of realizable pay and performance to ensure that our incentive programs are working as intended.

 No Use of Jacobs Stock as Collateral for Margin Loans — Board members and executive officers are prohibited from using our stock as collateral for any margin loan. See “—Insider“Insider Trading and Policy on Hedging or Pledging of Stock” below.

 

Vesting Conditions on Dividend Equivalents — We impose the same vesting conditions on dividend equivalents as on the underlying RSUs.

 2023 Proxy Statement | LOGO     37


The Compensation Decision Process

The Compensation Committee may, from time to time, directly retainsretain the services of independent consultants and other experts to assist in fulfilling its responsibilities. TheIn fiscal 2022, the Compensation Committee currently engagesengaged the services of FW CookFarient Advisors (the “Independent Consultant”)Independent Consultant), a nationalglobal executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s executive compensation programs. The Independent Consultant performs services solely on behalf of the Compensation Committee and has no relationship with the Company or managementits executives except as it may relate to performing such services. The Independent Consultant also advises the Nominating and Corporate Governance Committee on non-employee director compensation. The Compensation Committee has

30    LOGO|2018 Proxy Statement


assessed the independence of the Independent Consultant pursuant to the rules of the SEC and the NYSE and concluded that the Independent Consultant is independent, and no conflict of interest exists with respect to the services provided by the Independent Consultant to the Compensation Committee.

During fiscal 2017,2022, the CEO and other members of our senior executive team worked with the Compensation Committee to help ensure that our executive compensation programs are competitive, ethical, and aligned with the Company’s values. For fiscal 2017,2022, compensation decisions for the NEOs (other than our CEO) were made by the Compensation Committee after consultation with the CEO, and the compensation decisiondecisions with respect to our CEO waswere approved by the full Board upon recommendation from the Compensation Committee.

Looking Ahead—Changes to our Executive Compensation Program for 2023

In light of our new corporate strategy, Boldly Moving Forward, that was announced in early 2022, the Compensation Committee reviewed our executive compensation plan design to ensure that it aligns with the Company’s updated long-term strategy and its plans and vision for its future. In addition, the Compensation Committee considered feedback from shareholders and the results of the “say on pay” proposal at the 2022 annual meeting of shareholders. As a result of this process, certain changes were identified related to both our short-term and long-term incentive plans beginning with fiscal 2023.

For fiscal 2023, our short-term incentive plan will incorporate, as a component of each participant’s goals, a “Corporate Scorecard” for our strategic and ESG goals, including, among other things, the results of questions in our annual culture survey related to Inclusion & Diversity and the behaviors practiced by our leaders over time. This represents a shift from individual goals set for each participant and is designed to provide alignment across the organization for key non-financial strategic and ESG goals.

Additionally, in response to shareholder feedback, and in an effort to reduce the complexity of our long-term incentive plan design, a full three-year performance period will be applied to all PSU grants beginning with those awarded in fiscal 2023. This change also results in the removal of the “lock-in” component for new PSU grants, which has been in place since fiscal 2012. This provision allowed for awards to be “locked in” and no longer forfeitable if the Company met certain performance targets in years 1 or 2 of the three-year performance period, and if the employee did not have a separation of service prior to the vesting date.

Assessing Compensation Competitiveness

The Compensation Committee, with the help of the Independent Consultant, annually compares each element of compensation to that of an industry peer group. For fiscal 2017,2022, as part of its annual review, the Compensation Committee determined that the peer group should be comprised of (1) constructioncompanies from a range of industries, including professional services, technology, defense and engineering firms that are direct competitorscompetitive with the Company for business and executive management talent or (2) companies that provide IT consulting or technical services to government and large commercial clients. In addition, to be included, a company would need to beFor fiscal 2022, the Company’s peers are generally withinone-thirdone-quarter to threefour times the size of the Company in terms of revenue and market capitalization, evaluated annually.capitalization.

Similar to prior years, in order to assess compensation competitiveness compared to the peer group, the Independent Consultant utilized comparative data disclosed in publicly available proxy statements, other documents filed with the SEC, and data from a comprehensive database of pay information developed by Willis Towers Watson regarding the industry specific and general industry group in which the Company competes for talent.survey information.

38    LOGO  | 2023 Proxy Statement


The following chart shows our fiscal 20172022 industry peer group, including relevant size and performance data to illustrate the Company’s relative position.position.

 

Most Recently Available Four Quarters ($M)

 

      

Employees

 

  

Market Capitalization

as of 9/29/17 ($M)

 

 

Revenues

 

     

Net Income

 

   

 Northrop Grumman

 

  

 

$25,566

 

 

 

     

 Northrop Grumman

 

  

 

$2,362

 

 

 

     

 AECOM Tech

 

  

 

87,000

 

 

 

     

 Raytheon

 

  

 

$54,155

 

 

 

    

 Raytheon

 

  

 

$24,789

 

 

 

  

 Raytheon

 

  

 

$2,153

 

 

 

  

 Northrop Grumman

 

  

 

67,000

 

 

 

  

 Northrop Grumman

 

  

 

$50,107

 

 

 

  

 Fluor

 

  

 

$19,483

 

 

 

  

 Textron

 

  

 

$627

 

 

 

  

 Raytheon

  63,000   

 DXC Technology

 

  

 

$24,449

 

 

 

  

 AECOM Tech

 

  

 

$18,203

 

 

 

  

 L-3 Communications

 

  

 

$576

 

 

 

  

 Fluor

 

  

 

61,551

 

 

 

  

 L-3 Communications

 

  

 

$14,739

 

 

 

  

 DXC Technology

 

  

 

$15,882

 

 

 

  

 AECOM Tech

 

  

 

$339

 

 

 

  

 DXC Technology

 

  

 

60,000

 

 

 

  

 Textron

 

  

 

$14,263

 

 

 

  

 Textron

 

  

 

$14,006

 

 

 

  

 Leidos

 

  

 

$311

 

 

 

  

 Jacobs

 

  

 

54,700

 

 

 

  

 Leidos

 

  

 

$8,955

 

 

 

  

 L-3 Communications

 

  

 

$11,036

 

 

 

  

 DXC Technology

 

  

 

$298

 

 

 

  

 Chicago Bridge & Iron

 

  

 

42,100

 

 

 

  

 SNC-Lavalin

 

  

 

$7,915

 

 

 

  

 Leidos

 

  

 

$10,229

 

 

 

  

 Jacobs

 

  

 

$294

 

 

 

  

 L-3 Communications

 

  

 

38,000

 

 

 

  

 Jacobs

  $7,011   

 Jacobs

  $10,023   

 Quanta Services

 

  

 

$289

 

 

 

  

 Textron

 

  

 

36,000

 

 

 

  

 Fluor

 

  

 

$5,890

 

 

 

  

 Chicago Bridge & Iron

 

  

 

$9,148

 

 

 

  

 Booz Allen Hamilton

 

  

 

$272

 

 

 

  

 SNC-Lavalin

 

  

 

34,952

 

 

 

  

 Quanta Services

 

  

 

$5,799

 

 

 

  

 Quanta Services

 

  

 

$9,091

 

 

 

  

 SNC-Lavalin

  $265   

 Leidos

 

  

 

32,000

 

 

 

  

 AECOM Tech

 

  

 

$5,769

 

 

 

  

 EMCOR

 

  

 

$7,624

 

 

 

  

 EMCOR

 

  

 

$215

 

 

 

  

 EMCOR

 

  

 

31,000

 

 

 

  

 Booz Allen Hamilton

 

  

 

$5,559

 

 

 

  

 SNC-Lavalin

 

  

 

$6,903

 

 

 

  

 Fluor

 

  

 

$202

 

 

 

  

 Quanta Services

 

  

 

28,100

 

 

 

  

 EMCOR

 

  

 

$4,106

 

 

 

  

 Booz Allen Hamilton

 

  

 

$6,022

 

 

 

  

 CH2M Hill

 

  

 

$141

 

 

 

  

 KBR

 

  

 

27,500

 

 

 

  

 KBR

 

  

 

$2,501

 

 

 

  

 CH2M Hill

 

  

 

$5,081

 

 

 

  

 KBR

 

  

 

$72

 

 

 

  

 Booz Allen Hamilton

 

  

 

23,300

 

 

 

  

 Chicago Bridge & Iron

 

  

 

$1,700

 

 

 

  

 KBR

 

  

 

$4,424

 

 

 

  

 Chicago Bridge & Iron

 

  

 

($1,056

 

 

  

 CH2M Hill

 

  

 

20,000

 

 

 

  

 CH2M Hill

 

  

 

n/a

 

 

  

 75th Percentile

 

  

 

$17,043

 

 

 

    

 

$458

 

 

 

    

 

60,776

 

 

 

    

 

$14,620

 

 

 

  

 Median

 

  

 

$10,229

 

 

 

    

 

$289

 

 

 

    

 

36,000

 

 

 

    

 

$6,902

 

 

 

  

 25th Percentile

 

  

 

$7,264

 

 

 

        

 

$208

 

 

 

        

 

29,550

 

 

 

        

 

$5,611

 

 

 

    

 

 Jacobs Percentile**

  47%     53%     67%     50%  

Revenue (Most Recently Available Four Quarters)

       

Market Capitalization as of 9/30/2022

     

Company

 

($MMs)

      

Company

 

($MMS)

    

 ACCENTURE PLC-CL A

 

 

61,594

 

  

 

 

 

 

 

 

 

 ACCENTURE PLC-CL A

 

 

162,366

 

 

 

 

 

 

 

 

 

 GENERAL DYNAMICS CORP

 

 

38,848

 

  

 

 

 

 

 

 

 

 NORTHROP GRUMMAN CORP

 

 

72,764

 

 

 

 

 

 

 

 

 

 NORTHROP GRUMMAN CORP

 

 

35,208

 

  

 

 

 

 

 

 

 

 GENERAL DYNAMICS CORP

 

 

58,187

 

 

 

 

 

 

 

 

 

 COGNIZANT TECH SOLUTIONS-A

 

 

19,366

 

  

 

 

 

 

 

 

 

 L3HARRIS TECHNOLOGIES INC

 

 

39,769

 

 

 

 

 

 

 

 

 

 L3HARRIS TECHNOLOGIES INC

 

 

16,834

 

  

 

 

 

 

 

 

 

 COGNIIZANT TECH SOLUTIONS

 

 

29,742

 

 

 

 

 

 

 

 

 

 DXC TECHNOLOGY CO

 

 

15,370

 

  

 

 

 

 

 

 

 

 JACOBS

 

 

13,844

 

 

 

 

 

 

 

 

 

 JACOBS

 

 

14,628

 

  

 

 

 

 

 

 

 

 WSP GLOBAL INC

 

 

13,715

 

 

 

 

 

 

 

 

 

 LEIDOS HOLDINGS INC

 

 

14,190

 

  

 

 

 

 

 

 

 

 TEXTRON INC

 

 

12,325

 

 

 

 

 

 

 

 

 

 FLUOR CORP

 

 

13,190

 

  

 

 

 

 

 

 

 

 BOOZ ALLEN HAMILTON HOLDINGS

 

 

12,220

 

 

 

 

 

 

 

 

 

 AECOM

 

 

13,076

 

  

 

 

 

 

 

 

 

 LEIDOS HOLDINGS INC

 

 

11,943

 

 

 

 

 

 

 

 

 

 TEXTRON INC

 

 

12,555

 

  

 

 

 

 

 

 

 

 AECOM

 

 

9,548

 

 

 

 

 

 

 

 

 

 BOOZ ALLEN HAMILTON HOLDINGS

 

 

8,817

 

  

 

 

 

 

 

 

 

 CACI INTERNATIONAL INC.

 

 

6,114

 

 

 

 

 

 

 

 

 

 WSP GLOBAL INC

 

 

8,703

 

  

 

 

 

 

 

 

 

 KBR INC

 

 

6,009

 

 

 

 

 

 

 

 

 

 KBR INC

 

 

7,455

 

  

 

 

 

 

 

 

 

 DXC TECHNOLOGY CO

 

 

5,627

 

 

 

 

 

 

 

 

 

 CACI INTERNATIONAL INC.

 

 

6,318

 

  

 

 

 

 

 

 

 

 PARSONS CORP

 

 

4,060

 

 

 

 

 

 

 

 

 

 SNC-LAVALIN GROUP INC

 

 

5,878

 

  

 

 

 

 

 

 

 

 FLUOR CORP

 

 

3,536

 

 

 

 

 

 

 

 

 

 PARSONS CORP

 

 

4,043

 

  

 

 

 

 

 

 

 

 SNC-LAVALIN GROUP INC

 

 

2,929

 

 

 

 

 

 

 

 

 

 75th Percentile

 

 

16,771

 

  

 

 

 

 

 

 

 

 75th Percentile

 

 

26,861

 

 

 

 

 

 

 

 

 

 Median

 

 

13,690

 

  

 

 

 

 

 

 

 

 Median

 

 

12,272

 

 

 

 

 

 

 

 

 

 25th Percentile

 

 

8,731

 

  

 

 

 

 

 

 

 

 25th Percentile

 

 

6,036

 

 

 

 

 

 

 

 

 

 Jacobs Percentile*

 

 

61%

 

   

 

 

 

 

 

 

 

 

  

 

 

 

 

67%

 

  

 

 

 

 

 

 

 

 

* CH2M Hill’s equity is not publicly traded.

** Percentile rank calculation includes Jacobs.

Source: Standard & Poor’s Capital IQ.Bloomberg

2018 Proxy StatementMkt Cap Date: 9/30/2022LOGO    31


For fiscal 2017,2023, as part of its annual review, the Compensation Committee, in consultation with the Independent Consultant, added the following companies to the peer group: Booz Allen Hamilton,SNC-Lavalin and Textron. For fiscal 2018,group review, the Compensation Committee, in consultation with the Independent Consultant, maintained the current peer selection criteria and group size used in fiscal 2017. Based on that criteria, we added Halliburton to the peer group and due to the Company’s pending acquisition of CH2M, we removed it from the peer group.

Shareholder Engagement andSay-on-Pay2022.

 

In evaluating the Company’s executive compensation program for fiscal 2017, the Compensation Committee considered the results of the advisory vote on the“say-on-pay” proposal presented at the Company’s 2016 annual meeting of shareholders. As a result of the positive changes to the compensation program for fiscal 2016, over 96% of votes cast were in support of the compensation provided to our named executive officers at the 2017 annual meeting.

Members of executive leadership and our Board frequently engage with shareholders and host open, ongoing dialogues around corporate governance matters, including executive compensation. Taking into account the positive support, the Compensation Committee continues to believe that the Company provides a competitivepay-for-performance package that effectively incentivizes and retains executives.

 

LOGO

2023 Proxy Statement | LOGO     39


Compensation Elements

During fiscal 2017,2022, the Compensation Committee utilized findings by the Independent Consultant to determine that the Company’s executive compensation program continued to be both reasonable, in relation to competitive pay levels and appropriate in supporting business objectives, and a positive performance-based culture.

As reflected in the charts below, variable/at risk compensation continues to representrepresents the majority of the total target direct compensation of our CEO and other NEOs.

 

LOGO

LOGO

Total target direct compensation refers to base salary, short-term incentive compensation (measured at target for the fiscal year) and long-term equity incentive compensation (PSUs and RSUs)based on grant date fair values (measured at target for PSUs). In determining thean executive’s overall compensation, the Compensation Committee takes into account the absolute and relative value of each compensation component and the overall mix. As with prior years, the Compensation Committee continued the past practice of allocatingallocated the long-term incentive awards for the NEOs with 60% of the valuesvalue as PSUs and 40% of the valuesvalue as RSUs.RSUs in accordance with our philosophy to emphasize pay for performance.

32    LOGO|2018 Proxy Statement


Base Salary

The following table sets forthIn determining the base salariesamount of each component of our NEOs for fiscal 2016 and fiscal 2017.

Named Executive

Officer

 

 

Fiscal 2016
Base Salary

 

 

Fiscal 2017
Base Salary (1)

 

 

Percentage
Increase

 

Steven J. Demetriou

 

 $1,300,000

 

 $1,300,000

 

 0%

 

Kevin C. Berryman

 

 $750,000

 

 $750,000

 

 0%

 

Terence D. Hagen

 

 $600,000

 

 $650,000

 

 8%

 

Joseph G. Mandel

 

 $699,997

 

 $720,000

 

 3%

 

Robert V. Pragada

 

 $675,000

 

 $695,000

 

 3%

 

(1)Salary increases effective April 1, 2017

In settingcompensation, the base salaries of our NEOs, the Compensation Committee utilizes information provided by its Independent Consultant to determine the competitiveness of base salaries compared to the industry peer group and market survey data.

The Compensation Committee also considers the fact that the Company continues to provide fewer ancillary benefits and other perquisites as compared to the Company’s industry peer group.provides limited perquisites. This stems from the Compensation Committee’s belief that focusing on the three core elements of compensation (base salary and short- and long-term incentive compensation) results in a more transparent andeasier-to-administer pay system andthat is more consistent with the Company’s culture.

For example, the Company’s currently available retirement program in the U.S. consists solely of atax-qualified 401(k) plan with matching contributions and anon-qualified salary and bonus (including equity compensation) deferraldeferred compensation plan that providesnon-enhanced market returns. While many in our peer group provide additional perquisites, including auto allowance, personal aircraft use, and club dues, the Company only providesPerquisites are generally limited perquisites forto financial planning and annual health assessments.

Base Salary

After considering marketproxy data from our peer group and other market survey information, including information provided by the Independent Consultant, in November 2021, the Compensation Committee determined thatincreased the base salary for each of our NEOs for fiscal 2022. All of the NEOs received the base salary increases shown in the below table, effective as of December 17, 2021, except for Mr. Hill, whose salary increase went into effect in August 2021 in connection with the promotion to his current role.

40    LOGO  | 2023 Proxy Statement


The following table sets forth the base salaries of each of our CEO and CFONEOs for fiscal 2017 would remain at the same levels as2021 and fiscal 2016. Effective April 1, 2017, Messrs. Pragada and Mandel received 3% salary increases, and Mr. Hagen received an approximately 8.3% salary increase to reflect the successful performance of the Aerospace & Technology group in fiscal 2016 and to align his pay more with the market and other NEOs.2022.

    

Named Executive

Officer

  Fiscal 2021     
Base Salary     
   

Fiscal 2022     
Base     

Salary (1)     

   Percentage     
Increase     
    

Steven J. Demetriou

   $1,365,000         $1,425,000            4.4%     
    

Kevin C. Berryman

   $840,000         $860,000          2.38%     
    

Joanne E. Caruso

   $640,000         $680,000          6.25%     
    

Dawne S. Hickton (2)

   $772,500         $790,000          2.27%     
    

Patrick X. Hill (3)

   $535,706         $602,699        12.51%     
    

Robert V. Pragada

   $840,000         $925,000        10.12%     

(1)

Salary increases effective December 17, 2021 for NEOs receiving an increase.

(2)

Ms. Hickton departed the Company, effective June 3, 2022.

(3)

Effective August 1, 2021, Mr. Hill’s salary increased from 800,000 AUD to 900,000 AUD. The amounts reported in this table for Mr. Hill have been converted from AUD to USD using the actual average exchange rate in September 2022 (1 AUD = 0.669632 USD).

Short-Term Incentives

For fiscal 2017, the Management Incentive Plan (or MIP) continuedThe LPP continues to reinforce our commitment to profitable growth and effective cash management withusing specific measures and targets assigned to each participant based on his or her respective role in the organization. As described below, this planthe LPP provides for bonuscash incentive payouts to eligible employees whenbased on the level of achievement of certain Company-wide and business unit-specificline of business-specific target goals are achieved.goals.

For fiscal 2017,2022, select officers and managersleaders of the Company, including the NEOs, were eligible to participate in the MIP, which covered approximately 365 employees.

2018 Proxy StatementLOGO    33


LPP. As shown in the following chart, an employee’s target MIPLPP award under the MIP is calculated by multiplying (i)(1) the employee’sNEO’s annual base salary as of July 1 of the applicable fiscal year by (ii) his or her(2) the NEO’s target percentage of salary. An employee’sbonus percentage. The NEO’s actual MIPLPP award amount is calculated by multiplying (i)(1) the employee’s annual base salary as of July 1 ofNEO’s target LPP award by (2) the applicable fiscal year, by (ii) his or her target percentage of salary,corporate performance achievement factor, and then by (iii)(3) the performancestrategic non-financial goal achievement factor.

 

 

 

Base Salary  

as of July 1,  

2017     2022  

 

 X     

 

Target  

Percentage  

of Salary  

 

 =      

 

20172022 Target  

MIPLPP Award  

 

  

 

 

 

Base Salary     2022 Target  

as of July 1,     

2017     LPP Award  

 

 X  

 

Target  Corporate      

Percentage  Performance      

of Salary  Achievement Factor      

 

 X    +     

 

Performance  Strategic &

Achievement  ESG Goal

Achievement Factor

 

 =      

 

2017 Actual2022 Final  

MIPLPP Award  

 

 

Strategic and ESG Goals: In fiscal 2019, the Company introduced an individual strategic, non-financial modifier for the overall LPP payout for the NEOs and other senior executives to provide incentives and drive accountability for Company initiatives that drive long-term shareholder value. Beginning in fiscal 2021, the modifier was changed to a stand-alone metric for the strategic and ESG initiatives and was included in the incentive funding for all individuals in the role of vice presidents and above participating in the program. Such initiatives include Inclusion & Diversity, sustainability, improvements in talent retention, driving innovation across the business, safety and operational excellence and cultural initiatives, of which each executive selected two. The individual, strategic and ESG goals have a total weighting of 10%, with maximum funding of 200% of the weighted amount, based on the Compensation Committee’s assessment of the executive’s performance and the impact on the organization of the executive’s achievement on the assigned goals. For fiscal 2022, the Compensation Committee reviewed and approved the strategic goals for the CEO, and the CEO approved the strategic goals for the other NEOs after consultation with the Compensation Committee.

2023 Proxy Statement | LOGO     41


The following LPP targets for the NEOs for fiscal 2022 were unchanged from fiscal 2021 for Messrs. Demetriou and Berryman. Ms. Hickton’s LPP targets were also unchanged from fiscal 2022, but due to her departure from the Company, effective June 3, 2022, she did not receive a payment under the LPP for fiscal 2022. The LPP targets were increased for fiscal 2022 from fiscal 2021 for Ms. Caruso and Messrs. Hill and Pragada. We believe the targets tie the executive’s compensation to Company performance and reasonably reflect market practice. Also included in the table are the strategic and ESG goals for each NEO, which were established at the beginning of fiscal 2022:

Named Executive OfficerAnnual Incentive
Target as a % of
Base Salary
Strategic and ESG Goals

Steven J. Demetriou

165%

•   Strategy — Establish and drive new 2022-2024 corporate strategy development to successfully drive the Company’s growth; effectively communicate the new strategy to all stakeholders both externally and internally; ensure employees align their work to the strategy.

•   Inclusion — Drive elevated accountability for inclusive leadership; measurably increase diversity with a particular focus on senior leadership. Implement a pulse survey to measure progress on inclusion from an employee view

•   Climate Response — Integrate climate risk and opportunities into each of our market sector strategies and implement actions to reduce the Company’s carbon footprint, including implementation of an internal process of carbon on business travel. Begin energy audits of largest offices to identify energy reduction opportunities and locally source renewable electricity.

Kevin C. Berryman

110%

•   Strategy — Deliver on a successful strategy launch across all stakeholders, including significant engagement with the investor community.

•   Inclusion — Drive measurable improvement in our 40/40/20 aspirational objective within the CFO organization.

•   Transformation — Make significant improvements in our costs profile, while strategically investing in the business, through our transformation efforts to achieve targeted benefits.

Joanne E. Caruso

110%

•   Inclusion — Advance our TogetherBeyond initiatives to achieve year-over-year improvement in our aspirational diversity objectives and drive towards 100% of all people leaders having an inclusion priority. Ensure the Company develops a strategy and framework for supplier diversity in alignment with our objective in the Company’s Action Plan for Justice and Equality, including development of a Supplier Diversity Dashboard, presenting a first-ever company-wide single view of our diversity and total spend by category.

•   Transformation/Operational Excellence — Continued leadership of ERM function and development and finalization of risk appetite statements and lead Future of Work team to ensure targets set out are achieved, including more sustainable practices and policies.

42    LOGO  | 2023 Proxy Statement


Named Executive OfficerAnnual Incentive
Target as a % of
Base Salary
Strategic and ESG Goals

Patrick X. Hill

100%

•   Global Integrated Delivery Center (GIDC) — In alignment with our strategy, deliver on identified targets and ensure adoption of GIDC globally to improve margin profile.

•   Inclusion — Achieve milestones related to our year-over-year diversity improvement aspirations in key areas of the business; specifically focused on increased female representation in the global integrated design center.

Robert V. Pragada

120%

•   Strategy — Establish and drive clear lines of responsibility and accountability between strategy and key initiatives to ensure a high level of performance for our business success.

•   Inclusion — Drive increased diversity by ensuring that all senior vice presidents have inclusions priorities aligned with our diversity aspirations; specifically focus on improved gender diversity at the vice president and above level.

•   Talent — Focus on talent programs to attract and retain talent — specifically related to improved intern conversion and retention of talent.

Fiscal 2022 – Corporate Performance Achievement Factor Results

Each year, the Company establishes performance achievement factors for each participant based on his or her role in the Company. For those participants with exclusively corporate levelcorporate-level responsibilities, such as the CEO and CFO, their bonus opportunity isfor fiscal 2022 was tied entirely to company-wide metrics.metrics and his or her individual strategic and ESG goals. For thosenon-NEO participants who are aligned withwhose role is to lead a business unit orspecific line of business, 60% of their bonus opportunity for fiscal 2022 is also tied to the operating metrics defined for their business unit or line of business, as applicable. These operational metrics reinforce the direct link between each leader’s contribution to the success of their business unit or line of business and their compensation. The remaining 40% of those participants’ bonus opportunity is tiedentirely to company-wide metrics and his or her individual strategic and ESG goals to encourage collaboration across all lines of business unit lines toand drive the Company’s overall results. The fiscal 2022 performance achievement factor results are reflected in the tables below.

Performance Metrics 

  2022  

  Actual  
  Results  

 

Performance Levels

 

2022 Actual
  Performance  
Level
Achievement
  (% of Payout)(1)  

 

 Relative
  Weighting  
(%)
 

  2022 Actual  
  Performance  
Achievement
  (% of Target)  

 Minimum
  (25% Payout)  
 Target
  (100% Payout)  
 Maximum
  (200% Payout)  
        

Consolidated Operating Profit

 

$1,291M

 

$1,145M

 

$1,347M

 

$1,550M

 

79.2%

 

60%

 

47.5%

        

Consolidated DSO

 

60.9

 

63.7

 

60.6

 

57.6

 

92.6%

 

15%

 

13.9%

        

Consolidated GP in Backlog

 

$6,102M

 

$5,721M

 

$6,023M

 

$6,324M

 

126.2%

 

15%

 

18.9%

        

Total

           

90%

 

80.3%

(1)

Actual performance level achievement is calculated by linear interpolation between approved performance levels to determine the payout percentages.

Fiscal 2022 — Strategic ESG Goal Achievement Factor Results

Performance Metrics Performance Levels 

2022 Actual
  Performance  
Level
Achievement
  (% of Payout)  

 

 Relative
  Weighting  
(%)
 

  2022 Actual  
  Performance  
Achievement
  (% of Target)  

 

 

Minimum
  (0% Payout)  

 

 

 

Target
  (100% Payout)  

 

 

 

Maximum
  (200% Payout)  

 

Strategic ESG Goals (1)

 0% 10% 20% 

 

Varies by
Individual (2)

 10% 

 

Varies by
Individual (2)

(1)

Target funding for each NEO is 10% with maximum funding of 20% based on attainment and impact level of their strategic ESG goals.

(2)

Achievement of performance targets for the NEOs in fiscal 2022 are disclosed below.

2023 Proxy Statement | LOGO     43


Awards to Chief Executive Officer and Chief Financial OfficerFiscal 2022 LPP Payout

For fiscal 2017,2022, the Compensation Committee established the minimum, target and maximum performance levels under the LPP for Messrs. Demetriou and Berrymaneach NEO in November 2021, based on the Company-wide metrics of Consolidated Operating Profit, DSODays Sales Outstanding (DSO) and GMGross Profit (GP) in Backlog. The corresponding fiscal 20172022 actual results, performance levels, relative weighting and actual performance achievement percentages are shown in the chart below.table above. Refer to page 36 below41 for descriptions of how the metrics are calculated.

In November 2022, due to ongoing economic uncertainty, and in particular the impact of global economic conditions on the Company’s performance in the second half of the fiscal year, and the Company’s efforts to manage costs, the Compensation Committee exercised negative discretion in the payout of the LPP and determined that approximately 55% of the LPP payout amount for fiscal 2022 would be made in the form of cash. Rather than reduce the payout to that amount, however, the Compensation Committee determined that to incentivize retention the remaining 45% of the LPP payout amount for fiscal 2022 to all participants in the LPP, including the NEOs, with only certain exceptions described below, would be made in the form of a one-time special grant of time-based RSUs with a three-year ratable vesting schedule under the Company’s 1999 Stock Incentive Plan, as amended (Stock Incentive Plan). These grants provide for accelerated vesting in the event of Retirement, death or Disability, an involuntary termination other than for Cause (each as defined in the Stock Incentive Plan), or as otherwise provided in the Company’s Executive Severance Plan. The Compensation Committee currently intends for future LPP payouts to be made entirely in cash, although it retains the discretion to modify this practice.

Performance Metrics    

Performance Levels

 

 

2017 Actual
  Performance Level  
Achievement

(% of Payout)

 

   Relative  
  Weighting  
(%)
   
   2017 Actual  
Results
 

Minimum

  (25% Payout)  

 

Target

  (100% Payout)  

 

Maximum

  (200% Payout)  

   

  2017 Actual Performance  

Achievement

(% of Target)

 

 

Consolidated Operating Profit

 

 

$548.9M

 

 

$458.0M

 

 

$572.5M

 

 

$687.0M

 

 

84.5%

 

 

70%

 

 

59.2%

 

Consolidated DSO

 

 

57

 

 

62

 

 

58

 

 

56

 

 

158.2%

 

 

20%

 

 

31.6%

 

Consolidated GM in Backlog

 

 

$2,470.1M

 

 

$2,080.0M

 

 

$2,180.0M

 

 

$2,300.0M

 

 

200.0%

 

 

10%

 

 

20.0%

 

Total

           

 

100.0%

 

 

110.8%

Approximately 10% of LPP participants who had previously elected to defer amounts under the LPP pursuant to the EDP (which did not include any of the NEOs or members of the Company’s Executive Leadership Team) were not awarded time-based RSUs, due to certain challenges presented by the nature of the EDP, including concerns with compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

NEO LPP Awards

As noted in the table below, the fiscal 2022 Total Funding Factor for the LPP was 89.3% of target for all of the NEOs. The calculation of Messrs. Demetriou’s and Berryman’s target MIP awardLPP awards and actual MIP awardLPP awards, including the cash payout component and the value of the special RSU awards, for each individual NEO for fiscal 20172022 is shown below, based on their target percentage of salaries of 150% and 100%, respectively.

Named Executive
Officer
     Base Salary    
    (07/01/2017)    
     Target %         2017 Target MIP    
    Award    
 

 

Performance
Achievement
    Factor (% of Target)    

 

     2017 Actual MIP    
Award

 

Steven J. Demetriou

 

 

$1,300,000

 

 

150%

 

 

$1,950,000

 

 

110.8%

 

 

$2,160,202

 

Kevin C. Berryman

 

 

$750,000

 

 

100%

 

 

$750,000

 

 

110.8%

 

 

$830,847

Awards to Other NEOs

In light of his oversight of the Company’s Aerospace & Technology (“A&T”) line of business, as well as his executive role at the Company, the Compensation Committee established the minimum, target and maximum

34    LOGO|2018 Proxy Statement


performance levels for Mr. Hagen for fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog for the Aerospace & Technology line of business as set forth in the chart below. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual achievement percentages are shown in the chart below.

 

Performance Metrics     

Performance Levels

 

  

2017 Actual
  Performance Level  
Achievement
(% of Payout)

 

  

Relative
  Weighting  

(%)

   
   2017 Actual  
Results
  

Minimum

  (25% Payout)  

  

Target

  (100% Payout)  

  

Maximum

  (200% Payout)  

    

  2017 Actual Performance  
Achievement

(% of Target)

 

 

Consolidated Operating Profit

 

 

 

 

 

 

$548.9M

 

 

 

 

 

 

 

 

 

$458.0M

 

 

 

 

 

 

 

 

 

$572.5M

 

 

 

 

 

 

 

 

 

$687.0M

 

 

 

 

 

 

 

 

 

84.5%

 

 

 

 

 

 

40%

 

 

 

33.8%

 

 

A&T Operating Profit

 

 

 

 

 

 

$203.0M

 

 

 

 

 

 

 

 

 

$164.5M

 

 

 

 

 

 

 

 

 

$205.6M

 

 

 

 

 

 

 

 

 

$246.7M

 

 

 

 

 

 

 

 

 

95.3%

 

 

 

 

 

 

30%

 

 

 

28.6%

 

 

A&T DSO

 

 

 

 

 

 

54

 

 

 

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

55

 

 

 

 

 

 

 

 

 

53

 

 

 

 

 

 

 

 

 

114.5%

 

 

 

 

 

 

20%

 

 

 

22.9%

 

 

A&T GM in Backlog

 

 

 

 

 

 

$868.2M

 

 

 

 

 

 

 

 

 

$636.5M

 

 

 

 

 

 

 

 

 

$667.1M

 

 

 

 

 

 

 

 

 

$703.8M

 

 

 

 

 

 

 

 

 

200.0%

 

 

 

 

 

 

10%

 

 

 

20.0%

 

 

Total

 

                     

 

100.0%

 

 

 

105.3%

 

The calculation of Mr. Hagen’s target MIP award and actual MIP award for fiscal 2017 is shown below, based on his target incentive percentage of salary of 100%.

          
Named Executive Officer    Base
   Salary ($)   
  Target %    2022 Target  
Award ($)
  Performance  
  Achievement  
Factor
  (% of  Target)  
Strategic
  Non-Financial  
   Achievement  
Factor (%)
Total
  Funding  
  Factor (%)  
2022 Final
  LPP Award (2)  

  2022 Cash  
Payout

  under LPP
   ($)

  2022 Value  
of Special
  RSU Award  

(3) ($)

Steven J. Demetriou

 

1,425,000

 

 

165%

 

 

2,351,250

 

 

80.3%

 

 

9%

 

 

89.3%

 

 

2,100,816

 

 

1,170,154

 

 

930,661

 

Kevin C. Berryman

 

860,000

 

 

110%

 

 

946,000

 

 

80.3%

 

 

9%

 

 

89.3%

 

 

845,241

 

 

470,799

 

 

374,442

 

Joanne E. Caruso

 

680,000

 

 

110%

 

 

748,000

 

 

80.3%

 

 

9%

 

 

89.3%

 

 

668,330

 

 

372,260

 

 

296,070

 

Dawne S. Hickton (1)

 

790,000

 

 

100%

 

 

790,000

 

 

—    

 

 

—  

 

 

—    

 

 

—      

 

 

—      

 

 

—      

 

Patrick X. Hill (3)

 

602,699

 

 

100%

 

 

602,699

 

 

80.3%

 

 

9%

 

 

89.3%

 

 

538,478

 

 

299,932

 

 

238,546

 

Robert V. Pragada

 

925,000

 

 

120%

 

 

1,110,000

 

 

80.3%

 

 

9%

 

 

89.3%

 

 

991,773

 

 

552,417

 

 

439,355

 

 

Named Executive
Officer
   Base Salary  
  (07/01/2017)  
   Target %     2017 Target MIP  
Award
 

 

Performance
Achievement
  Factor (% of Target)  

 

   2017 Actual MIP  
Award

 

Terence D. Hagen

 

 

 

$650,000

 

 

 

100%

 

 

 

$650,000

 

 

 

105.3%

 

 

 

$684,633

 

In light of his oversight of the Company’s Petroleum & Chemicals (“P&C”) line of business and Mining & Minerals (“M&M”) business unit, as well as his executive role at the Company, the Compensation Committee established the minimum, target and maximum performance levels for Mr. Mandel for fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog for the Petroleum & Chemicals line of business and the Mining & Minerals business unit as set forth in the chart below. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual achievement percentages are shown in the chart below.

Performance Metrics    

Performance Levels

 

 

2017 Actual
  Performance Level  
Achievement

(% of Payout)

 

 

Relative
  Weighting  

(%)

   
   2017 Actual  
Results
 

Minimum

  (25% Payout)  

 

Target

  (100% Payout)  

 

Maximum

  (200% Payout)  

   

  2017 Actual Performance  

Achievement

(% of Target)

 

 

Consolidated Operating Profit

 

 

 

$548.9M

 

 

 

$458.0M

 

 

 

$572.5M

 

 

 

$687.0M

 

 

 

84.5%

 

 

 

40%

 

 

 

33.8%

 

 

P&C Operating Profit

 

 

 

$115.3M

 

 

 

$89.6M

 

 

 

$112.0M

 

 

 

$134.4M

 

 

 

114.5%

 

 

 

27%

 

 

 

30.9%

 

 

P&C DSO

 

 

 

68

 

 

 

72

 

 

 

68

 

 

 

66

 

 

 

98.4%

 

 

 

18%

 

 

 

17.7%

 

 

P&C GM in Backlog

 

 

 

$601.0M

 

 

 

$572.0M

 

 

 

$599.5M

 

 

 

$632.6M

 

 

 

104.2%

 

 

 

9%

 

 

 

9.4%

 

 

M&M Operating Profit

 

 

 

$12.2M

 

 

 

$3.2M

 

 

 

$4.9M

 

 

 

$8.2M

 

 

 

200.0%

 

 

 

3%

 

 

 

6.0%

 

 

M&M DSO

 

 

 

61

 

 

 

94

 

 

 

90

 

 

 

80

 

 

 

200.0%

 

 

 

2%

 

 

 

4.0%

 

 

M&M GM in Backlog

 

 

 

$99.3M

 

 

 

$72.8M

 

 

 

$76.3M

 

 

 

$80.5M

 

 

 

200.0%

 

 

 

1%

 

 

 

2.0%

 

 

Total

 

           

 

100.0%

 

 

 

103.8%

 

The calculation of Mr. Mandel’s target MIP award and actual MIP award for fiscal 2017 is shown below, based on his target incentive percentage of salary of 100%.

Named Executive
Officer
 Base Salary
(07/01/2017)
  Target %  2017 Target MIP
Award
  

 

Performance
Achievement
Factor (% of Target)

 

  2017 Actual MIP
Award
 

 

Joseph G. Mandel

 

 

 

 

 

 

$720,000

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

$720,000

 

 

 

 

 

 

 

 

 

103.8%

 

 

 

 

 

 

 

 

 

$747,494

 

 

 

 

2018 Proxy StatementLOGO    35


In light of his oversight of the Company’s Buildings & Infrastructure (“B&I”) and Industrial lines of business, as well as his executive role at the Company, the Compensation Committee established the minimum, target and maximum performance levels for Mr. Pragada for fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog for the Buildings & Infrastructure and Industrial lines of business as set forth in the chart below. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual achievement percentages are shown in the chart below.

Performance Metrics    

Performance Levels

 

 

2017 Actual
  Performance Level  
Achievement

(% of Payout)

 

 

Relative

  Weighting  
(%)

   
   2017 Actual  
Results
 

Minimum

  (25% Payout)  

 

Target

  (100% Payout)  

 

Maximum

  (200% Payout)  

   

  2017 Actual Performance  

Achievement

(% of Target)

 

 

Consolidated Operating Profit

 

 

 

$548.9M

 

 

 

$458.0M

 

 

 

$572.5M

 

 

 

$687.0M

 

 

 

84.5%

 

 

 

40%

 

 

 

33.8%

 

 

B&I Operating Profit

 

 

 

$203.9M

 

 

 

$142.0M

 

 

 

$177.5M

 

 

 

$213.0M

 

 

 

174.5%

 

 

 

21%

 

 

 

36.6%

 

 

B&I DSO

 

 

 

60

 

 

 

67

 

 

 

63

 

 

 

61

 

 

 

200.0%

 

 

 

14%

 

 

 

28.0%

 

 

B&I GM in Backlog

 

 

 

$730.9M

 

 

 

$654.4M

 

 

 

$685.9M

 

 

 

$723.6M

 

 

 

200.0%

 

 

 

7%

 

 

 

14.0%

 

 

Industrial Operating Profit

 

 

 

$109.6M

 

 

 

$98.8M

 

 

 

$123.5M

 

 

 

$148.2M

 

 

 

57.6%

 

 

 

9%

 

 

 

5.2%

 

 

Industrial DSO

 

 

 

38

 

 

 

43

 

 

 

39

 

 

 

37

 

 

 

158.3%

 

 

 

6%

 

 

 

9.5%

 

 

Industrial GM in Backlog

 

 

 

$170.7M

 

 

 

$144.3M

 

 

 

$151.2M

 

 

 

$159.5M

 

 

 

200.0%

 

 

 

3%

 

 

 

6.0%

 

 

Total

 

           

 

100.0%

 

 

 

133.1%

 

The calculation of Mr. Pragada’s target MIP award and actual MIP award for fiscal 2017 is shown below, based on his target incentive percentage of salary of 100%.

Named Executive
Officer
 Base Salary
(07/01/2017)
  Target %  2017 Target MIP
Award
  

 

Performance
Achievement
Factor (% of Target)

 

  2017 Actual MIP
Award
 

 

Robert V. Pragada

 

 

 

$

 

 

695,000

 

 

 

 

 

 

 

 

 

100

 

 

 

 

 

$

 

 

695,000

 

 

 

 

 

 

 

 

 

133.1

 

 

 

 

 

$

 

 

 

925,361

 

 

 

 

 

 

(1)

Ms. Hickton’s 2022 LPP Award was forfeited due to her departure from the Company on June 3, 2022.

(2)

Value reflects approximately 45% of fiscal 2022 LPP award, granted in the form of Time-Based RSUs on December 1, 2022 with three-year ratable vesting schedule.

(3)

The amounts reported in this table for Mr. Hill have been converted from AUD to USD using the actual average exchange rate in September 2022 (1 AUD = 0.669632 USD).

For purposes of calculating the payouts for the 2017 MIP2022 LPP awards:

 

Consolidated Operating Profit means total gross marginGross Profit (GP) less selling, general and administrative expenses (“SG&A”),(SG&A) of the Company, including unallocated corporate costs, as adjusted for special items that are unusual,non-recurring or otherwise not indicative of the Company’s normal operations and which were not anticipated in setting the original targets.targets, and exclusion of amortization of purchased intangibles. Any such adjustments must be approved by the Compensation Committee. For example, such adjustments may include, without limitation: (i)(1) charges for restructurings; (ii)(2) gains or losses on the disposal of a segment of the business or in connection with discontinued operations; (iii)

44    LOGO  | 2023 Proxy Statement


operations; (3) charges for the impairment of goodwill or other long-lived assets; (4) gains / losses on the sale of assets; (5) major litigation settlements and/or other judgments; (6) the effects of changes in accounting principles, laws or regulations affecting reported results; and (7) costs and expenses relating to acquisitions, including integration, divestments and/or strategic investments.

Consolidated DSO (Days Sales Outstanding) means the average of the DSO from the four quarters of the year ended September 30, 2022, of (1) accounts receivable (including billings in excess) of the Company at the end of each quarter divided by (2) the daily sales for the impairment of goodwill or other long-lived assets; (iv) gains / losses on the sale of assets; (v) major litigation settlements and/or other judgments; (vi) the effects of changes each quarter.

GPin accounting principles, laws or regulations affecting reported results; and (vii) costs and expenses relating to acquisitions.

Operating ProfitBacklog means for each line of business, or business unit, total gross margin earned by thestarting GP in Backlog for such applicable line of business or business unit, as adjusted for unusual or non-recurring items as set forth above, less the SG&A for the applicable line of business or business unit and less allocated corporate SG&A expenses, including cash and equity incentive compensation.
DSO (Days Sales Outstanding) means, for each line of business or business unit, the average accounts receivable for the four quarters ended September 29, 2017 (as of the end of the quarter)
GM in Backlogmeans starting Gross Margin in Backlog adjusted for (1) new awards, (2) scope increases of new and existing work, (3) cancellations and corrections of understatements/overstatements, (4) acquisitions and divestitures, and (5) the foreign exchange effect, less the Gross MarginGP burn for the fiscal year. Gross MarginGP in Backlog must follow Jacobs’ backlog rules for various contract types.

In fiscal 2017, the Compensation Committee approved adjustments to the levels of performance metric targets to reflect the acquisition of Aquenta Consulting Pty Ltd. which was completed in January 2017. Achieving minimum performance levels resultresults in a payout of 25% of target; achieving target performance levels resultresults in a payout of 100% of target; and achieving maximum performance levels resultresults in a payout of 200% of target. Actual award payments are calculated by linear interpolation for achievement of goals other than thoseunless otherwise specified.

36    LOGO|2018 Proxy Statement


The payment of bonuses in fiscal 2017 to the participating NEOs was conditioned upon the Company achieving a performance goal of $100 million of net earnings in an effort to be fully deductible as performance-based compensation under Section 162(m) of the Internal Revenue Code (the “Code”). This goal was met, thus the participating NEOs became entitled to receive a bonus payment equal to 200% of their target bonus, subject to the complete discretion of the Compensation Committee to reduce the bonus payment to a lesser amount. The Compensation Committee exercised its discretion to reduce bonus amounts in accordance with the methodology described above.

Equity-Based Compensation

The Compensation Committee believes that long-term equity incentives should comprise the majority of compensation for the Company’s senior leadership, including the NEOs. The Compensation Committee considers alignment with shareholder and other stakeholder interests and overall competitiveness in determining grant values to each executive. Other than off-cycle awards for new hires, promotions or retention grants, the Compensation Committee generally awards equity incentives to NEOs and senior leadership in November of each fiscal year.

To determine the dollar value of awards to be granted to the NEOs, the Compensation Committee received recommendations from the CEO with respect to equity incentives for executive officers other than himself. These recommendations were provided alongside market ranges developed by the Independent Consultant to provide recommendations in a market context. Determination of award levels also took into account the Company’s 2021 performance. The Compensation Committee recommended a grant for the CEO as part of his overall pay package to be approved by the Board.

In fiscal 2017,2022, our NEOs’ equity-based compensation consisted of the following awards:

 

Forms of 2017 Long Term2022 Long-Term Incentive Grants

  

Weight

  

Performance  Metrics and Vesting Period

Performance Based Restricted Stock Units (PSUs)

PSUs

  60%  

Performance Metrics:

- 50% to vest based upon Adj. EPS Growthgrowth over three-year3-year period

- 50% to vest based upon ROIC over three-year3-year period

Time-Based Restricted Stock Units (RSUs)

RSUs

  40%

  

25% annual vesting over four-year4-year period

2023 Proxy Statement | LOGO     45


 

A summary of the equity awards granted in fiscal 20172022 to each NEO is provided below:

 

Named Executive Officer Grant Date PSUs Awarded (1) PSU
Value
Awarded
 RSUs
Awarded
 RSU Value
Awarded
 

 

Total
Value
Awarded

 

Steven J. Demetriou

 

 

11/16/2016

 

 76,754

 

 $4,500,088

 

 51,169

 

 $3,071,675

 

 $7,571,763

 

Kevin C. Berryman

 

 

11/16/2016

 

 17,398

 

 $1,020,044

 

 11,599

 

 $696,288

 

 $1,716,332

 

Joseph G. Mandel

 

 

11/16/2016

 

 17,398

 

 $1,020,044

 

 11,599

 

 $696,288

 

 $1,716,332

 

Terence D. Hagen

 

 

11/16/2016

 

 14,840

 

 $870,070

 

 9,893

 

 $593,877

 

 $1,463,947

 

Robert V. Pragada

 

 

11/16/2016

 

 14,840

 

 $870,070

 

 9,893

 

 $593,877

 

 $1,463,947

 

Named Executive Officer Grant Date Target PSUs
Awarded (1)
  

Target
PSU
Value
Awarded (2)

 

  RSUs
Awarded
  RSU Value
Awarded (2)
  Total
Value
Awarded (2)
 
       

Steven J. Demetriou

 11/17/2021  49,516   $7,200,122   33,010   $4,799,984   $12,000,106 
       

Kevin C. Berryman

 11/17/2021  13,204   $1,919,994   8,803   $1,280,044   $3,200,038 
       

Joanne E. Caruso

 11/17/2021  6,602   $959,997   4,402   $640,095   $1,600,092 
       

Dawne S. Hickton (3)

 11/17/2021  9,492   $1,380,232   6,326   $919,864   $2,300,095 
       

Patrick X. Hill

 11/17/2021  5,572   $810,225   3,713   $539,907   $1,350,132 
       

Robert V. Pragada

 11/17/2021  20,632   $3,000,099   13,754   $1,999,969   $5,000,068 

 

(1)

Represents the target payout shares as described under “Executive Compensation—2017Compensation — 2022 Grants of Plan Based Awards” below.

The Compensation Committee believes that long-term equity incentives should comprise the majority of compensation for the Company’s senior management, including the NEOs. In deciding upon the design and magnitude of long-term incentives, the Compensation Committee is guided by several factors, including, alignment with shareholder interests, ease of understanding by participants, and retentiveness. The Compensation Committee also takes into account market data, information and recommendations from the Independent Consultant, and information provided by management, including recommendations by the CEO with respect to the magnitude of equity incentives for executive officers other than himself. Other thanoff-cycle awards for new hires, promotions or retention grants, the Compensation Committee awards equity incentives in the first 90 days of each fiscal year. There were nooff-cycle grants in fiscal 2017 to any of the NEOs.

To determine the dollar value of awards to be granted to the NEOs and consistent with its prior process for determining the magnitude of awards, the Compensation Committee examined data with respect to competitive grant values at the industry peer group companies. It also considered the size of the awards previously granted to the NEOs, which reflected the Compensation Committee’s previous evaluation of the magnitude of awards considered necessary in order to align the awards with competitive levels. The determination of award levels in fiscal 2017 also took into account the Compensation Committee’s review of the CEO’s performance and that of the other NEOs (and the CEO’s recommendations with respect to the other NEOs), as well as the Company’s overall performance in what continues to be challenging economic circumstances.

2018 Proxy StatementLOGO    37


(2)

Represents the grant date fair value of PSUs and RSUs granted (assuming target level of shares) under the Stock Incentive Plan computed in accordance with FASB ASC Topic 718. The grant date fair value per share for the November 17, 2021 awards was $145.41. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2022 Annual Report on Form 10-K for a discussion of the assumptions used to calculate these amounts. See “— Narrative Disclosure to Summary Compensation Table — Payment of Dividends and Dividend Equivalent Rights” and “Compensation Discussion and Analysis — Compensation Elements—Equity-Based Compensation — Dividend Equivalents” for more information regarding Dividend Equivalents.

(3)

Ms. Hickton departed the Company, effective June 3, 2022. Her outstanding equity awards were forfeited at separation, with the exception of any equity awards scheduled to vest within nine months of her separation date, in accordance with the terms of the Executive Severance Plan.

Fiscal 20172022 Equity Awards

The Compensation Committee establishedPSU Awards

Fiscal 2022 PSU awards will vest, following a 3-year performance period (starting on the first day of fiscal 2022 and ending on the last day of fiscal 2024), based on achievement of the following performance metrics for the fiscal 2017 PSU awards:metrics:

 

 - 

50% of the PSUs would bewill vest based on the Company’s achievement of a certain adjusted EPS Growth duringgoal over a three-year3-year performance period (starting on the first day of fiscal 2017 and ending on the last day of fiscal 2019) (the “EPSEPS Based Awards”); andPSU Awards)

 - 

50% of the PSUs would be tied towill vest based on the Company’s achievement of a certain ROIC goal over a three-yearthe same 3-year performance period (the “ROICROIC Based Awards”).PSU Awards)

The payout is determined by linear interpolation for performance achievement between the approved ranges for each year of the 3-year performance period.

EPS Based Awards:PSU Awards:

The Compensation Committee believes that Adjusted EPS is a key indicator of a company’s performance for shareholders. It is the predominant metric used in performance-based equity awards of the Company’s peers and its use is intended to improve the focus on profitability, growth and financial discipline, while aligning the interests of the Company’s senior executives with the long-term interests of shareholders.

46    LOGO  | 2023 Proxy Statement


The number of EPS Based PSU Awards that will vest (and the corresponding number of shares tothat will be issued uponat the vestingend of the EPS Based Awards granted in fiscal 20173-year performance period) is based on the Company’s EPS Growthmeasured at the end of each of fiscal 2022, 2023 and 2024. For grants made in fiscal 2017, 20182022 and 2019,previous years, amounts are locked in each case measured from fiscal 2016 EPS.annually but not distributed until after the 3-year performance period. This calculation is shown in the following charts:

 

 

1/3 of Target

EPS BasedEPS-Based

PSUs

     X     

EPS Performance

Multiplier for EPSFiscal

Growth Rate in fiscal

2017 over fiscal 20162022

 

     =      

First Year EPS

EPS Shares Earned

Locked-In

  

 

 

Average Adjusted

EPS

Growth - Fiscal Year

2016-2017

 

 

EPS Growth Performance

Multiplier

 

  
 

 

Less than 0%

 

 

 

0%

 

  
 

2.3%

 

 

100%

 

  
 

4.3%

 

 

200%

 

  
 

Adj. EPS - Fiscal Year 2022

 

  

EPS Performance Multiplier

 

  
 

 

Less than $5.92

 

  

 

0%

 

  
 

$5.92

 

  

25%

 

  
 

$7.00

 

  

100%

 

  
 

$8.07

 

  

200%

 

  

 

 

2/3 of Target

EPS Based PSUs

     X     

EPS Performance

Multiplier for CompoundAverage

Annual EPS Annual Growth Ratefor Fiscal

for fiscal 2018 over fiscal

20162022 through Fiscal 2023

 

     -     

Number of First

of FirstYear EPS Shares

Year EPSLocked-In

Shares

Earned

     =      

Second Year

EPS Shares

EarnedLocked-In

  

 

 

Average Adjusted

EPS

Growth - Fiscal Year

2016-2018

 

 

EPS Growth

Performance

Multiplier

 

  
 

Less than 2.1%

 

 

0%

 

  
 

4.1%

 

 

100%

 

  
 

6.1%

 

 

200%

 

  

38    LOGO|2018 Proxy Statement


 

 

Average Annual Adj. EPS - Fiscal Year 2022-2023

 

  

 

EPS Performance Multiplier

 

  
 

$6.25

 

  

0%

 

  
 

$6.25

 

  

25%

 

  
 

$7.38

 

  

100%

 

  
 

$8.51

 

  

200%

 

  

 

 

Total Target EPS

Based PSUs

     X     

 

EPS Performance

Multiplier for Compound Average

EPS Annual Growth Rate  for fiscal 2019 over fiscal 2016 Fiscal 2022

through Fiscal 2024

 

 

    -    

 

Number of First

Year EPS Shares

EarnedLocked-In and numberNumber

of Second Year

EPS Shares

EarnedLocked-In

 

     =      

Total numberNumber

of Shares

Earned and

to be issuedIssued Pursuant to EPS Based PSUs

 

 

Average Adjusted

EPS

Growth - Fiscal Year

2016-2019

 

 

EPS Growth

Performance

Multiplier

 

  
 

Less than 3.6%

 

 

0%

 

  
 

5.6%

 

 

100%

 

  
 

7.6%

 

 

200%

 

  
 

Average Annual Adj. EPS - Fiscal Year 2022-2024

 

  

 

EPS Performance Multiplier

 

  
 

$6.60

 

  

0%

 

  
 

$6.60

 

  

25%

 

  
 

$7.79

 

  

100%

 

  
 

$8.99

 

  

200%

 

  

The “EPSEPS Performance Multiplier”Multiplier is determined by reference to the tables above based upon the Company’s Adjusted EPS Growth Rate or Compound Annual EPS Growth Rate overas measured against the relevantindicated fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the starttime of the fiscal year, which reflected the headwinds in client end markets, and the Company’s proactive efforts to align its operations and reduce costs.grant.

EPS”AdjustedEPS for any fiscal period is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period.

2023 Proxy Statement | LOGO     47


Adjusted Net Earnings”Earnings means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with GAAPGenerally Accepted Accounting Principles (GAAP) (A) as may be adjusted to eliminate the effects of (i)(1) costs associated with restructuring activities, regardlessand integration activities; and (2) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of whetherthe adjustment); (B) as adjusted for all gains or losses associated with events or transactions that the Compensation Committee has determined are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance (for these purposes, such events or transactions could include: (1) settlements of claims and litigation, (2) disposals of operations including a disposition of a significant amount of the Company’s assets, (3) losses on sales of investments, (4) changes in laws and/or regulations, and (5) acquisitions, dispositions and/or strategic investments); and (C) exclusion of amortization of purchased intangibles.

ROIC Based PSU Awards:

The Compensation Committee believes that ROIC is an effective means of linking executive compensation to value creation that holds leaders accountable for the efficient use of capital and has used this performance metric for awards since fiscal 2017.

The number of ROIC Based PSU Awards that will vest (and the corresponding number of shares to be issued) is based on the Company’s average adjusted ROIC measured at the end of each of fiscal 2022, 2023 and 2024. For grants made in fiscal 2022 and previous years, amounts are locked in annually but not distributed until after the 3-year performance period. This calculation is shown in the following charts:

1/3 of Target

ROIC Based

PSUs

    X    

ROIC Performance

Multiplier for

Fiscal 2022

    =    

First Year

ROIC Shares

Locked-In

 

ROIC - Fiscal Year 2022

 

  

 

ROIC Performance Multiplier

 

  
 

 

Less than 10.0%

 

  

 

0%

 

  
 

10.0%

 

  

25%

 

  
 

11.8%

 

  

100%

 

  
 

13.6%

 

  

200%

 

  

2/3 of Target

ROIC Based PSUs

    X    

ROIC Performance

Multiplier for Average

ROIC for Fiscal 2022

through Fiscal 2023

    -    

Number of First

Year ROIC Shares

Locked-In

    =    

Second Year

ROIC Shares

Locked-In

 

Average ROIC -

Fiscal Years 2022 - 2023

 

  

 

ROIC Performance Multiplier

 

  
 

Less than 10.2%

 

  

0%

 

  
 

10.2%

 

  

25%

 

  
 

12.0%

 

  

100%

 

  
 

13.9%

 

  

200%

 

  

48    LOGO  | 2023 Proxy Statement


Total Target

ROIC Based

PSUs

  X  

ROIC Performance Multiplier for Average ROIC for fiscal 2022 through fiscal 2024

  -  

Number of First

Year ROIC Shares

Locked-In and Number

of Second Year

ROIC Shares

Locked-In

  =  

Total Number

of Shares Earned

and to be issued Pursuant to ROIC Based PSUs

 

 

Average ROIC - Fiscal Years 2022 - 2024

 

  

 

ROIC Performance Multiplier

 

  
 

Less than 10.4%

 

  

0%

 

  
 

10.4%

 

  

25%

 

  
 

12.3%

 

  

100%

 

  
 

14.2%

 

  

200%

 

  

Return on Invested Capital, or ROIC, is computed by dividing Adjusted Net Earnings by the average of beginning and ending invested capital during the period, and where invested capital is the sum of equity plus long-term debt less cash and cash equivalents.

The ROIC Performance Multiplier is determined by reference to the tables above based upon the average Company’s ROIC over the relevant fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant.

RSU Awards:

The 2022 RSU awards vest 25% per year on each of the first, second, third and fourth anniversaries of the grant date, subject to the NEO’s continuous employment through each such vesting date.

Dividend Equivalent Rights

All RSU awards are entitled to accumulated dividend equivalent rights that are subject to the same vesting, payment and other terms and conditions as the underlying award to which the dividend equivalent relates. The crediting of dividend equivalents is intended to treat the equity award holders consistently with shareholders and preserve the equity-based incentives intended by the Company discloses publiclywhen the amountawards were granted. The dividend equivalents pay in cash upon the vesting and settlement of such restructuring costs or the fact thatunderlying RSUs, and are forfeited if the underlying RSUs are forfeited.

Long-Term Incentive Plan Metrics and Performance Attainment — PSUs with Performance Periods Ending in Fiscal 2022

All of our NEOs served as officers of the Company engaged in restructuring activitiesfiscal 2019 and received grants of PSUs at that time. The 2019 PSUs awards were based on a 3-year performance period. If certain thresholds of performance were not attained, then no payout was earned for the awards. The performance metrics associated with these PSUs, as well as weighting and the associated performance period are shown below:

Performance Metric

Weighting

Performance Period

EPS50%

Beginning on the first day of fiscal 2018 and ending
on the last day of fiscal 2020

ROIC50%

Beginning on the first day of fiscal 2018 and ending
on the last day of fiscal 2020

2023 Proxy Statement | LOGO     49


2019 EPS Based PSU Awards

The 2019 EPS Based PSU awards were tied to Compounded Annual Adj. EPS Growth over a 3-year performance period:

The performance period began in Q1 2019 and ended Q4 2021

The total number of PSUs awarded accumulated over the 3-year performance period in independent segments:

-

1/3 of the 2019 EPS Based PSUs were based on Adj. EPS Growth from fiscal 2018 to fiscal 2019

-

2/3 of the 2019 EPS Based PSUs were based on the Compounded Annual Adj. EPS Growth Rate from fiscal 2019 to fiscal 2020

-

The final determination as to shares to be distributed pursuant to the 2019 EPS Based PSUs was based on the Compounded Annual EPS Adj. Growth Rate from fiscal 2019 to fiscal 2021

The first two years of the program are considered a “lock in” period, meaning it was possible to “lock in” vesting of up to two-thirds of the total potential award based on Adj. EPS Growth during that period. The EPS Performance Multiplier was determined by linear interpolation for growth rates between the approved ranges for each year.

The following chart summarizes the Company’s average Adj. EPS Growth during the periodsperformance period and the resulting vesting under the approved performance criteria:

        
   Performance
Period
 Adj.
EPS
 Year
Over
Year
Growth
 Average
Annual
Adj. EPS
Growth
 

Approved Range

 

 

EPS
Performance
Multiplier

 

 Lock-In
PSUs
 Min Target  Max
          

  Baseline Earnings

 FY18 $3.62         
          

  Year 1

 FY19 $5.12 41.4% 41.4% 21.8%  26.8%  31.8% 200% 67%
          

  Year 2

 FY19 - FY20 $4.97 -2.9% 19.3% 8.2%  11.7%  15.2% 200% 67%
          

  Year 3

 FY19 - FY21 $5.52 11.1% 16.5% 8.6%  10.6%  12.6% 200% 66%
          
                  Total 200%

Total EPS   

Based PSUs  

Granted   

 X  

3 Year EPS   

Performance 

Multiplier 

 =  

200% of Shares

to be Distributed

As a result of the Adj. EPS performance over the 3-year performance period, all of the NEOs received 200% of the shares underlying the Target 2019 EPS Based PSU Awards, as shown in the following table:

     

Participant Name

 

Vesting Date

 

EPS Based
Awards Granted

 

% Target Earned

 

EPS PSU Shares
Earned

 

     

  Steven J. Demetriou

11/17/202138,927200%77,854
     

  Kevin C. Berryman

11/17/20218,713200%17,426
     

  Joanne E. Caruso

11/17/20214,820200%9,640
     

  Dawne S. Hickton

11/17/20213,611200%7,222
     

  Patrick X. Hill

11/17/20212,225200%4,450
     

  Robert V. Pragada

11/17/20218,157200%16,314

The AdjustedEPS Growth Performance Multiplier is determined by reference to the tables above based upon the Company’s Adj. EPS Growth Rate or Compound Annual Adj. EPS Growth Rate over the relevant fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant.

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AdjustedEPS for any fiscal period is computed by dividing Adjusted Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period.

Adjusted Net Earnings means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with Generally Accepted Accounting Principles (GAAP) (A) as may be adjusted to eliminate the effects of (1) costs associated with restructuring costs were incurred; and (ii)integration activities; and (2) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of the adjustment); and (B) as adjusted for all gains or losses associated with events or transactions that the Compensation Committee has determined are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance. For these purposes, such events or transactions could include: (i)(1) settlements of claims and litigation, (ii)(2) disposals of operations including a disposition of a significant amount of the Company’s assets, (iii)(3) losses on sales of investments, (iv)(4) changes in laws and/or regulations, and (v) acquisitions.(5) acquisitions, dispositions and/or strategic investments.

2019 ROIC Based Awards:PSU Awards

The Compensation Committee believes that2019 ROIC is an effective means of linking executive compensationBased PSU awards were tied to value creation that holds management accountable for the efficient use of capital. Previously, the Company granted awards that vested based on the Company’s total shareholder return (or TSR) compared to that of its peer groupaverage ROIC over a three-year period.

2018 Proxy StatementLOGO    39


Based on the Company’s ROIC results from fiscal 2017 to 2019, the resulting shares to be issued upon the vesting of the ROIC Based Awards issued in fiscal 2017 are shown below:

Target ROIC 

Based Awards   

 X  

ROIC 

Performance 

Multiplier for ROIC 

from fiscal 2017 to 

fiscal 2019 

 =  

3-Year ROIC  

Shares  

 Average ROIC - Fiscal

Year 2017-2019

 

ROIC   

Performance   

Multiplier   

 

Less than 8.9%

 

 

 

0%

 

 

8.9%

 

 

 

50%

 

 

9.9%

 

 

 

100%

 

 

10.9%

 

 

 

200%

 

The “Return on Invested Capital” (or ROIC) for any fiscal period is computed by dividing Adjusted Net Earnings by the average invested capital on the first day of fiscal 2017 and on the last day of fiscal 2019. Invested capital is the sum of equity plus long term debt less cash and cash equivalents.

“Adjusted Net Earnings” means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with GAAP (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of the adjustment); and (B) as adjusted for all gains or losses associated with events or transactions that the Compensation Committee has determined are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance. For these purposes, such events or transactions could include: (i) settlements of claims and litigation, (ii) disposals of operations including a disposition of a significant amount of the Company’s assets, (iii) losses on sales of investments, (iv) changes in laws and/or regulations, and (v) acquisitions.

RSU Grants:

The 2017 RSU awards vest ratably over a four-year period.

Dividend Equivalent Rights

During fiscal 2017, the Compensation Committee approved an amendment to all outstanding RSUs pursuant to which, if the Company pays a cash dividend on its outstanding common stock, each holder of RSUs will be credited with cash dividend equivalent rights (or Dividend Equivalents) which are subject to the same vesting requirements as the underlying RSUs as described below in the section entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table”. The Compensation Committee also approved the provision for Dividend Equivalents on future grants of RSUs. The Compensation Committee determined that these changes were appropriate in light of the Company’s announcement during fiscal 2017 that it intends to pay a regular quarterly cash dividend. As RSUs are not outstanding shares of common stock and thus would not otherwise be entitled to participate in any such dividends, the crediting of Dividend Equivalents is intended to treat the award holders consistently with shareholders and, in the case of outstanding RSUs, preserve the equity-based incentives intended by the Company when the awards were granted.

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Long-Term Incentive Plan Metrics and Performance Attainment – PSU with Performance Periods Ending in 2017

Three of our NEOs served as executive officers of the Company in fiscal 2014 and received grants of PSUs in May 2014: Messrs. Berryman, Hagen and Mandel (Messrs. Demetriou and Pragada were not employed by the Company in fiscal 2014). These awards were based on a3-year performance period that leveraged both short- and long-term goals. If certain thresholds of performance were not attained, then no payout was earned for the award. period:

The performance metrics associated with these PSUs, as well as weightingperiod began in Q1 2019 and the associated performance period are shown below:ended Q4 2021

 

Performance Metric

Weighting   

Performance Period

Net Earnings Growth

(“NEG”)

50%   

Beginning on the first day of the third quarter of fiscal 2014 and ending on the last day of the second quarter of fiscal 2017

Total Shareholder Return

(or TSR)

50%   A three-year period immediately following the grant date (May 22, 2014 – May 22, 2017)

2014 NEG Based Awards

The method of calculating the number of shares underlying the PSUs based on NEG (the “NEG Based Awards”) granted in fiscal 2014 that vested is summarized below.

The total number of unitsPSUs awarded accumulated over the three-year3-year performance period in threeindependent segments:

One-third of award is based on NEG in Year 1 (Q3 FY2014 – Q2 FY2015);

 

One-third of award is based on average NEG in Years 1 - 2 (Q3 FY2014 – Q2 FY2016); and
-

1/3 of the 2019 ROIC Based PSUs were based on fiscal 2019 ROIC

 

One-third of award is based on average NEG in Years 1 - 3 (Q3 FY2014 – Q2 FY2017).
-

2/3 of the 2019 ROIC Based PSUs were based on ROIC from fiscal 2019 to fiscal 2020

-

The final determination as to shares to be distributed pursuant to the 2019 ROIC Based PSUs was based on the ROIC from fiscal 2019 to fiscal 2021

The first two years of the program are considered a “lock in” period, meaning it was possible to “lock in” vesting of up to two-thirds of the total potential award based on performanceROIC during that period.

The following NEG performance vesting schedule was approved by the Compensation Committee in fiscal 2014:

 

Average NEG

 in Each Segment 

of Performance Period

  

NEG Performance   

Multiplier   

 

Less than 5%

 

  

 

0%

 

 

5.0%

 

  

 

50%

 

 

10.0%

 

  

 

100%

 

 

15.0%

 

  

 

150%

 

 

20% or greater

 

  

 

200%

 

The NEGROIC Performance Multiplier was determined by linear interpolation for growth ratesresults between 5% and 10%, between 10% and 15% and between 15% and 20%.the approved ranges for each year.

The following chart summarizes the Company’s NEGROIC during the performance period and the resulting vesting under the approved performance criteria:

 

   

 

Performance Period

 

   

 

Net Earnings

(in thousands)

 

   

 

Avg. NEG
Growth

 

  

 

NEG Performance

Multiplier

 

 

 

 Baseline Earnings

 

 

 

 

 

 

Q3 FY13 - Q2 FY14

 

 

 

 

  

 

 

 

 

$396,874

 

 

 

 

    

 

 Year 1

 

 

 

 

 

 

Q3 FY14 - Q2 FY15

 

 

 

 

  

 

 

 

 

$419,960

 

 

 

 

  

 

 

 

 

5.80%

 

 

 

 

 

 

 

 

 

58.20%

 

 

 

 

 

 Year 2

 

 

 

 

 

 

Q3 FY15 - Q2 FY16

 

 

 

 

  

 

 

 

 

$329,915

 

 

 

 

  

 

 

 

 

-7.80%

 

 

 

 

 

 

 

 

 

0.00%

 

 

 

 

 

 Year 3

 

 

 

 

 

 

Q3 FY16 - Q2 FY17

 

 

 

 

  

 

 

 

 

$366,520

 

 

 

 

  

 

 

 

 

-1.50%

 

 

 

 

 

 

 

 

 

0.00%

 

 

 

 

            

 

 

 

3-Year Average

 

 

 

 

 

 

19.40%

 

 

2018 Proxy StatementLOGO    41


   

Performance
Period

 

 

ROIC

 

 

Average
Annual ROIC

 

Approved Range

 

 

ROIC
Performance
Multiplier

 

 

Lock-In
PSUs

 

 

Min

 

 

Target

 

  

Max

 

         

Baseline

 FY18 8.4%        
         

Year 1

 FY19 10.3% 10.3% 8.3%  9.3%  10.3% 198% 66%
         

Year 2

 FY19 - FY20 10.1% 10.2% 8.4%  9.4%  10.4% 177% 51.8%
         

Year 3

 FY19 - FY21 10.1% 10.1% 8.6%  9.6%  10.6% 153.4% 35.6%
         
                Total 153.4%

 

Total NEG   

Based Awards  

Granted   

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3 Year Avg. 

NEG 

Performance 

Multiplier 

 =  

19.4% of Shares to

be Distributed

As a result of the NEGROIC performance, overall of the3-year performance period, Messrs. Berryman, Hagen and Mandel NEOs received 19.4%153.4% of the shares underlying the NEG2019 ROIC Based Awards,PSUs, as shown in the following table:

 

 

Participant Name

 

 

 

Vesting Date  

 

 

 

NEG Based
Awards Granted  

 

 

 

% Target Earned  

 

 

 

Shares Earned  

 

 

 

Shares Not Earned   

 

 Kevin C. Berryman

 5/22/2017   8,000   19.4%   1,552   6,448  

 Terence D. Hagen

 5/22/2017   3,000   19.4%   582   2,418  

 Joseph G. Mandel

 5/22/2017   8,000   19.4%   1,552   6,448  
     
Named Executive Officer  Vesting Date   ROIC Based
Awards Granted
   % Target Earned   ROIC PSU
Shares Earned
 
     

 Steven J. Demetriou

   11/17/2021    38,927    153.4%    59,713 
     

 Kevin C. Berryman

   11/17/2021    8,713    153.4%    13,364 
     

 Joanne E. Caruso

   11/17/2021    4,820    153.4%    7,393 
     

 Dawne S. Hickton

   11/17/2021    3,611    153.4%    5,537 
     

 Patrick X. Hill

   11/17/2021    2,225    153.4%    3,412 
     

 Robert V. Pragada

   11/17/2021    8,157    153.4%    12,511 

2014 TSR Based AwardsReturn on Invested Capital, or ROIC, is computed by dividing Adjusted Net Earnings by the average of invested capital from the first day of fiscal 2018 to the last day of fiscal 2020. Invested capital is the sum of equity plus long-term debt less cash and cash equivalents.

The method of calculatingROIC Performance Multiplier is determined by reference to the number of shares underlyingtables above based upon the PSUs based on TSR (“TSR Based Awards”) that vested is summarized below:

The performance period forCompany’s ROIC or Compound Annual ROIC over the TSR Based Awards began on May 22, 2014 and ended on May 22, 2017, and the following TSR performance targets were approved by therelevant fiscal periods. The Compensation Committee in fiscal 2014:

TSR Performance Relative to

Peer TSR Performance

TSR Multiplier          

 Below 30th Percentile

0.0%          

 30th Percentile

50.0%          

 50th Percentile

100.0%          

 70th Percentile and Above

150.0%          

For performance between the 30th and 50th and between the 50th and 70th percentiles, straight-line interpolation was used to determine the TSR multiplier.

The TSR calculation wasset these metrics based on the return of the30-calendar-day average prices between the beginning and end of the performance period using the formula below. The average prices were based upon daily asset values, which represent adjusted stock prices for dividends reinvested throughout the period.

Ending Average Price – Beginning Average Price

Beginning Average Price

=  

TSR  

Beginning Average Price—$56.84—Based upon the30-calendar-day average closing stock prices of Jacobs’ common stock, assuming all dividends were reinvested as of theex-dividend date, from April 23, 2014 to May 22, 2014.

Ending Average Price—$54.28—Based upon the30-calendar-day average closing stock prices of Jacobs’ common stock, assuming all dividends were reinvested as of theex-dividend date, from April 23, 2017 to May 22, 2017.

Dividends—$0.30—Jacobs paid out $0.30 in dividends during the performance period.

Applying the above formula and inputs resulted in a TSR of -4.49%, as shown below:

$54.28-$56.84

$56.84

    =    

      -4.49%      

Percentile ranking is derived using a continuous calculation method, which first calculates percentiles without Jacobs, and then calculates Jacobs’ percentile using linear interpolation between the percentile ranks of the peers just above and below Jacobs.

The peer groupCompany’s plan at the time the TSR Based Awards were granted consisted of 14 peer companies, however, for final results the group consisted of 11 companies as a result of the following changes:

URS Corporation was acquired by AECOM in October 2014;
Foster Wheeler AG was acquired by AMEC in November 2014; and
Computer Sciences Corporation merged with Hewlett Packard Enterprises Company in April 2017.

42    LOGO|2018 Proxy Statement


The below table shows the 11 remaining peer companies along with their final TSR results and percentile ranking.

 

Company

 

  

 

TSR

 

  

 

Percentile Rank

 

Northrop Grumman Corporation

  117.39%  100%

Leidos Holdings, Inc.

  110.06%  89%

Raytheon Co.

  75.39%  78%

L-3 Communications Holdings Inc.

  54.10%  67%

EMCOR Group Inc.

  45.98%  56%

AECOM Technology Corporation

  4.54%  44%

Quanta Services, Inc.

  -0.37%  33%

Jacobs Engineering Group Inc.

  -4.49%  32%

Fluor Corporation

  -31.80%  22%

KBR, Inc.

  -34.61%  11%

Chicago Bridge & Iron Company N.V.

  -66.08%  0%

Jacobs Payment Summarygrant.

JEC TSR

-4.49%

Rank

8th of 11

Percentile Rank

32nd

Payout Percentage

55%

As a result of the TSR performance over the3-year performance period, Messrs. Berryman, Hagen and Mandel received 55.0% of the shares underlying the TSR Based Awards granted in fiscal 2014, as shown below.

 

Participant Name

 

 

  Vesting Date  

 

 

TSR Based Awards Granted  

 

 

  % Target Earned  

 

 

  Shares Earned  

 

 

  Shares Not Earned  

 Kevin C. Berryman

 5/22/2017 8,000 55.0% 4,400 3,600

 Terence D. Hagen

 5/22/2017 3,000 55.0% 1,650 1,350

 Joseph G. Mandel

 5/22/2017 8,000 55.0% 4,400 3,600

Grant Process

The Compensation Committee has delegated certain limited authority to the CEO to make equity grants in accordance with the rules established by the Compensation Committee fornon-executive officers throughout the year. As soon as administratively practicable after a new hire, promotion, or retention warrants an equity grant, the CEO reviews and approves the award. All awards are granted on the date the CEO takes action. The Compensation Committee periodically receives reports of the CEO’s actions. In fiscal 2017, no awards were made on a date other than when the Compensation Committee met or on the date the CEO approved an award.

Other Benefits and Policies

Benefits Programs

WithExcept for the exception of its executive deferral plan (“EDP”),Company’s Non-Qualified Executive Deferral Plan, which is generally available to most of senior leadership, the Company’s senior management,Executive Severance Plan and certain expatriate arrangements, the Company provides executivesour U.S.-based NEOs with the same benefit plans offered generally to U.S. staff employees. Mr. Hill is provided with the same benefit plans offered generally to Australian employees, which includes certain statutory entitlements.

401(k) Plan: During fiscal 2017,2022, the CEO and otherU.S.-based NEOs were eligible to participate in the Company’s 401(k) plan. The plan providesprovided a match by the Company equal to 50%approximately 58% of the first 6% of eligible pay (currently $275,000)up to $305,000). This is the same plan the Company offers to all full-time employees in the United States. None of the NEOs participated in anyThere are no defined benefit retirement or supplemental retirement benefit plan.plans available for our NEOs. Mr. Hill receives statutorily-required employer superannuation contributions in accordance with the Superannuation Guarantee Contribution legislation in Australia.

2018 Proxy StatementLOGO    43


Employee Stock Purchase PlansPlans: The Company has qualified employee stock purchase plans in which all employees meeting certain minimum eligibility requirements in certain countries are eligible to participate. The Company adopted a safe-harbor plan design in 2006 that provides for a 5% discount from the closing price of a share of common stock at the end of each purchase period. The safe-harbor plan results in no accounting cost to the Company.

Non-qualifiedNon-Qualified Executive Deferral Plan (EDP): Select employees, including the U.S.-based NEOs, meeting certain compensation minimums may elect to participate in the Company’s EDP whereby a portion of compensation (including salary, and bonus (includingand/or equity compensation) is deferred and paid to the employees at somea future date, including upon retirement or death. Participant deferrals are credited with earnings and losses based upon the actual experienceperformance of the deemed investments selected by participants with equity compensation deferrals generally being credited with earnings and losses based on the actual experienceperformance of the Company’s common stock. See “Executive Compensation—Non-qualifiedCompensation — Non-Qualified Deferred Compensation” below for a further description of the EDP.

Executive Severance Plan: Recognizing the prevalence of severance plans among our peers and the need to attract and retain talented executives, the Company has adopted an Executive Severance Plan that provides severance benefits to certain key executives designated by the Compensation Committee from time to time,

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including the NEOs, in the event of either (1) a qualifying termination of employment by the Company that is unrelated to a change of control or (2) a qualifying termination of employment by the Company during the 2-year period following a change of control.

Perquisites

Our NEOs are eligible for the same benefits as those offeredThe Company provides limited perquisites to staff employees, including relocation benefits. Executivesits executives. They may have spousal travel paid for by the Company only when it is for an approved business purpose, in which case a related taxgross-up is provided. NEOs are also provided with financial planning assistance and annual health assessment benefits.

InThe Company leases a private aircraft to allow certain executive officers, primarily the CEO, COO and CFO, to safely and efficiently travel for business purposes. Use of a private aircraft provides a confidential and highly productive environment for executive officers to conduct business while traveling. We do not allow personal usage of the private aircraft at the Company’s expense. Incidental travel by family members of an executive officer in connection with such executive’s business travel is permitted so long as the Company’s decision to move its corporate headquarters to Dallas, Texas,executive reimburses the Company provided relocation benefits to employees, including Mr. Demetriou and Mr. Berryman, who have relocated to Dallas. The Company also provided relocation benefits to Messrs. Hagen and Pragada. Mr. Hagen relocated to Tullahoma, Tennessee, where his key Aerospace & Technology leadership team is located, and Mr. Pragada relocated to Dallas, where his key leadership team is located. The standard relocation benefits include reimbursement for house-hunting trips, various expenses related to interim-living arrangements, the reasonable cost of moving household goods as well as home-sale and home-buying assistance, tax assistance, and relocation allowances to cover miscellaneous expenses.such travel.

Payments Upon Termination or Change in Control

If Mr. DemetriouExecutive Severance Plan: The Company adopted an Executive Severance Plan that provides the following severance benefits to certain key executives, including the NEOs, in the event of either (1) a qualifying involuntary termination of employment that is terminatedunrelated to a change in control or (2) a qualifying termination of employment during the 2-year period following a change of control. Payments under this plan are conditioned upon the receipt of a customary waiver and general release of claims from the executive. In addition, following termination, the executives will be subject to restrictive covenants, including non-disclosure of confidential information, non-disparagement restrictions and 12-month non-competition and non-solicitation obligations. Payments under this plan do not include any tax gross-ups.

Non-Change in Control Severance Benefits — For fiscal 2022, in the event of a termination of the participant’s employment by the Company other than for cause (as defined in the Executive Severance Plan), the participant will be entitled to receive the following benefits: (1) a lump sum cash payment equal to 1.5 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of the participant’s (x) base salary and (y) target annual incentive award; and (2) a lump sum cash payment equal to 1.5 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual premium for continued participation in the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and (y) the annual fee for continued receipt of financial advisory services. In addition, the participant’s unvested and outstanding equity awards that are scheduled to vest within the nine-month period following the date of termination will remain outstanding and continue to vest in accordance with their original vesting schedule. Effective as of November 16, 2022, participants in the Executive Severance Plan will also be entitled to receive a lump sum cash payment equal to the participant’s annual incentive award, based on actual performance, pro-rated based on the number of days the participant was employed during the fiscal year of termination.

Change in Control Severance Benefits — In the event of a termination of the participant’s employment by the Company without “cause”other than for cause or Mr. Demetriou resignsby the participant for “good reason” priorgood reason (as defined in the Executive Severance Plan), in each case within the 2-year period after a change in control (as defined in the Executive Severance Plan), the participant will be entitled to August 17, 2018 (the third anniversaryreceive the following benefits: (1) a lump sum cash payment equal to 2 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of his start date), certain RSUs granted to Mr. Demetriou pursuant to his offer letter,the participant’s (x) base salary and (y) target annual incentive award; and (2) a lump sum cash payment equal to the extent unvested, will become subjectparticipant’s target annual incentive award, prorated based on the number of days the participant was employed during the fiscal year of termination; and (3) a lump sum cash payment equal to accelerated vesting.2 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual COBRA premium for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services. In the

2023 Proxy Statement | LOGO     53

The Company is also party


event such termination occurs, unvested and outstanding equity awards are governed by the Stock Incentive Plan as described below. Effective as of November 16, 2022, the pro-rated lump sum payment corresponding to the participant’s annual incentive award will be determined based on actual performance instead of at the target award amount.

Employment Agreements: As of the end of fiscal 2022, there are no employment agreements in effect with any of our NEOs except for Mr. Hill. Mr. Hill has an employment agreement with the Company because it is our standard practice to enter into employment agreements with Australian employees.

Mr. Mandel, which wasHill entered into in connectionan employment agreement, dated August 1, 2021, with the completionJacobs Group (Australia) Pty Ltd., a subsidiary of a transaction pursuant to which the Company, acquiredpertaining to his role as Executive Vice President, President of People & Places Solutions. Mr. Mandel’s former employer, pursuant to which he may become entitled toHill’s employment agreement provides for a severance payment equal to 12 months ofrenumeration package including an annual base salary and the continuation costs of 12 months of COBRA premiums upon a termination by the Company without “cause,” conditioned upon his executioncertain statutorily-required employer superannuation contributions, andnon-revocation of a general release in favor of the Company.

Consistent with all participants participation in the MIP, NEOs may also be entitledCompany’s long-term and short-term incentive plans, as well as certain other benefits, including leave entitlements and salary continuance insurance. In exchange, Mr. Hill’s employment agreement provides for compliance with various Company policies, including adherence to potential payouts under the MIP upon retirement and prorated vesting at retirement of PSUs granted during fiscal 2014 and thereafter.

In the case of a participant whose employment is terminatedparticipation in the eventCompany’s BeyondZero initiative pertaining to environment, health and safety standards, and the Company’s standards for ethical behavior, as well as with certain restrictive covenants, including with respect to confidentiality, conflicts of death or Disability (as definedinterest, outside employment positions, anti-corruption obligations and non-solicitation.

Stock Incentive Plan: The Company’s Stock Incentive Plan provides that all plan participants, including the NEOs, who retire from Jacobs will receive a pro-rata portion of their outstanding PSUs, which will remain outstanding and will be eligible to vest as provided in the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan), the terms of our stock options and RSU grants provide for accelerated vesting while PSUs would remain outstanding,applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the three-yearapplicable 3-year performance periodperiod. In the case of a participant whose employment is terminated due to death or Disability (as defined in the Stock Incentive Plan), the expiration date provided in the grant agreement will continue to apply for outstanding stock options, outstanding RSUs will vest on an accelerated basis as describedprovided in more detail under the heading “Executive Compensation—Compensation Under Various Termination Scenarios” below.

In additionapplicable grant agreement, and PSUs will remain outstanding and eligible to these provisions,vest as provided in the applicable grant agreement, with the final determination of the payout, if any, generally determined at the end of the applicable 3-year performance period. Additionally, the terms of stock options, RSUs and PSUs provide for potential double trigger equity acceleration upon certain terminations following a Change in Control (as defined in the Stock Incentive Plan). The Company provides for this type of equity acceleration as a means of focusing executive officers on shareholder interests when considering strategic alternatives. These provisions only apply in the event

44    LOGO|2018 Proxy Statement


a Change in Control is consummated, the equity is assumed by the acquiror and then only if the employee incurs a Qualifying Termination (as defined in the Stock Incentive Plan), which generally includes a termination by the employee for “good reason” or by the Company other than for “cause” within two years after the Change in Control. If a Change in Control occurs and certain options, restricted stock, RSUs and PSUs are not assumed and continued by the acquiring or surviving corporation in the transaction (or a parent corporation thereof), allthen such awards will vest immediately; provided, however, that anyimmediately, with awards of restricted stock that are subject to performance-based vesting criteria and/or PSUs shall be paid at a level based upon the Company’s actual performance as of the date of the Change in Control.

Further explanationThe estimated payments and benefits provided in each of these provisionsthe covered circumstances may be found under “Executive Compensation—Compensation — Compensation Under Various Termination Scenarios” below.

Other Policies

Stock Ownership Guidelines

The Company has established the following stock ownership guidelines for its executive officers. The ownership guidelines provide that the Chairman and CEO is expected to own Company stock valued at six times his annual base salary, and the CFO and Presidents of the Company’s lines of business are expected to own Company stock valued at three times their annual base salary. Members of senior management are restricted from selling any shares of common stock (other than the withholding of shares to satisfy tax withholding requirements) during any period in which they have not satisfied the guidelines. officers:

Position    Multiple of     
        Base Salary        

Chair, CEO

6x

Presidents (COO and CFO)

4x

EVPs/Presidents of Lines of Business

3x

Other Senior Leadership (SVPs)

2x

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The Compensation Committee reviews each executive’s holdingsexecutive officer’s shareholdings of Company stock with respect to these ownership guidelines each year. As of the end of fiscal 2017, theRecord Date, all NEOs either exceeded their respective guidelines or were within three to five years from their hire or promotion date at the end of which they are expected to meet the guidelines. See the discussion under “Corporate Governance — Stock Ownership Guidelines” above for further information.

Insider Trading and Policy on Hedging or Pledging of Stock

The Company’s insider trading policy contains stringent restrictions on transactions in Company stock by executive officers and directors. All trades by executive officers and directors must bepre-cleared.pre-cleared and are subject to black-out periods. The executive officers and directors are prohibited from any tradingnot permitted to trade in puts or calls of Company stock, from engagingengage in short sales of Company stock, and from hedginghedge or pledgingpledge Company stock or using ituse Company stock as loan collateral or as part of a margin account.

Clawback Policy

The Compensation Committee maintains a clawback policy with respect to incentive awards granted to executive officers. The Company is authorized to recover a portion of incentive awards paid within three3 years of a financial statement that is inaccurate due to material noncompliance with any financial reporting requirement under the securities laws. Recovery applies to the extent a lesser amount would have been paid under the restated financial statement. In addition, we have clawbacks for select top executives for violation of non-compete and non-solicitation provisions.

Tax Considerations

Section 162(m) of the Code limits deductions for certain executive compensation in excess of $1,000,000 in any fiscal year, excluding from this limit compensation that qualifies as “performance-based compensation” under Section 162(m). The Company attempts to structure its compensation arrangements to permit deductibility under Section 162(m), unless the benefit of such deductibility is outweighed by the need for flexibility or the attainment of other corporate objectives. Since corporate objectives may not always be consistent with the requirements for full deductibility, the Compensation Committee is prepared, if it deems appropriate, to enter into compensation arrangements under which payments may not be deductible under Section 162(m).

Compensation Risk Assessment

As part of its oversight, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the

2018 Proxy StatementLOGO    45


Company’s risk profile. The Compensation Committee also retains the Independent Consultant to assist the Compensation Committee with an independent consultant to conduct aannual risk assessment of the Company’s compensation policies and practices.

In addition, the Company reviews all of its compensation policies and practices, including incentive plan design and factors that may affect the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The Company’s pay philosophy provides an effective balance in cash and equity award mix, short- and long-term performance periods, financial andnon-financial performance, and allows for the Compensation Committee’s discretion.discretion to make positive and negative adjustments to payouts under the Company’s compensation plans. Further, policies to mitigate compensation-related risk include stock ownership guidelines, vesting periods on equity awards, insider-trading prohibitions, and independent Compensation Committee oversight.

Based on this review, both for our executive officers and all other employees, the Company and the Independent Consultant concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed and approved this conclusion.

 

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2023 Proxy Statement | LOGO     55


 

 

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation earned by the Company’s named executive officers (or NEOs) in fiscal 2017, 20162022, 2021, and 2015.2020.

 

Name & Principal

Position

 

  Fiscal  

  Year  

   Salary ($) 
(1)
   Bonus ($) 
(2)
  Stock
 Awards ($) 
(3)
  Option
 Awards ($) (4) 
  Non-Equity
Incentive Plan
 Compensation 
($) (5)
  

 Change in Pension 

Value and

Non-qualified
Deferred
Compensation
Earnings ($)

 

  All Other
 Compensation 
($) (6)
  Total ($) 

  Steven J. Demetriou

  2017   1,300,000      7,571,763      2,160,202      113,946   11,145,911 

  Chairman and Chief Executive

  2016   1,300,000      5,252,561   1,274,661   1,575,600      94,591   9,497,413 

  Officer

 

  

 

2015

 

 

 

  

 

125,000

 

 

 

  

 

5,650,000

 

 

 

  

 

5,022,034

 

 

 

  

 

1,328,068

 

 

 

  

 

 

 

 

  

 

 

 

 

  

 

41,506

 

 

 

  

 

12,166,608

 

 

 

  Kevin C. Berryman

  2017   750,000      1,716,332      830,847      104,479   3,401,658 

  Executive Vice President and

  Chief Financial Officer

 

  2016   750,000   875,000   1,313,194   318,669   606,351      165,831   4,029,045 
  

 

2015

 

 

 

  

 

544,832

 

 

 

  

 

1,500,000

 

 

 

  

 

6,239,286

 

 

 

  

 

922,213

 

 

 

  

 

174,816

 

 

 

  

 

 

 

 

  

 

46,112

 

 

 

  

 

9,427,259

 

 

 

  Terence D. Hagen

  2017   637,711      1,463,947      684,633      19,552   2,805,843 

  President—Aerospace &

  Technology

 

  2016   620,414   425,000   1,025,914   248,958   615,290      68,941   3,004,517 

  Joseph G. Mandel

  2017   710,988      1,716,332      747,494      12,842   3,187,656 

  Executive Vice President—  Integration Management Office

 

  2016   699,996   375,000   1,313,194   318,669   337,891      35,507   3,080,257 
  

 

2015

 

 

 

  

 

699,996

 

 

 

  

 

 

 

 

  

 

405,175

 

 

 

  

 

591,720

 

 

 

  

 

224,604

 

 

 

  

 

 

 

 

  

 

7,950

 

 

 

  

 

1,929,445

 

 

 

  Robert V. Pragada

  2017   684,231   350,000   1,463,947      925,361      38,151   3,461,690 

  President—Buildings &

  Infrastructureand Industrial

 

  2016   428,365   500,000   2,068,349   260,000   566,743         3,823,457 

Name & Principal
Position
   Fiscal  
  Year  
  

  Salary ($)  

(1)

    Bonus ($)    

Stock
  Awards ($)  

(2)

  Non-Equity
Incentive Plan
  Compensation  
($) (3)
   Change in Pension 
Value and
Non-qualified
Deferred
Compensation
Earnings ($)
  All Other
 Compensation 
($) (4)
  Total ($) 

 

Steven J. Demetriou
Chair and Chief Executive

Officer

 

 

 

 

 

2022

 

 

 

 

 

 

1,411,154

 

 

 

 

 

 

 

 

 

 

 

 

12,000,106

 

 

 

 

 

 

1,170,154

 

 

 

 

 

 

 

 

 

 

 

 

34,107

 

 

 

 

 

 

14,615,521

 

 

  2021   1,362,375      11,500,101   3,345,697      67,057   16,275,230 
  

 

2020

 

 

 

  

 

1,349,250

 

 

 

  

 

 

 

 

  

 

11,500,085

 

 

 

  

 

1,918,917

 

 

 

  

 

 

 

 

  

 

46,654

 

 

 

  

 

14,814,906

 

 

 

 

Kevin C. Berryman
President, Chief Financial Officer

 

 

 

 

2022

 

 

 

 

 

 

855,385

 

 

 

 

 

 

 

 

 

 

 

 

3,200,038

 

 

 

 

 

 

470,799

 

 

 

 

 

 

 

 

 

 

 

 

28,984

 

 

 

 

 

 

4,555,206

 

 

  2021   833,532      7,000,119   1,372,594      45,100   9,251,345 
  

 

2020

 

 

 

  

 

 

799,769

 

 

 

 

 

  

 

 

 

 

  

 

3,000,006

 

 

 

  

 

741,444

 

 

 

  

 

 

 

 

  

 

24,385

 

 

 

  

 

4,565,604

 

 

 

 

Joanne E. Caruso
Executive Vice President, Chief

Legal and Administrative Officer

 

 

 

 

 

2022

 

 

 

 

 

 

670,769

 

 

 

 

 

 

 

 

 

 

 

 

1,600,092

 

 

 

 

 

 

372,260

 

 

 

 

 

 

 

 

 

 

 

 

16,181

 

 

 

 

 

 

2,659,301

 

 

  2021   635,108      1,500,091   950,714      18,286   3,104,199 
  

 

2020

 

 

 

  

 

610,338

 

 

 

  

 

 

 

 

  

 

1,400,071

 

 

 

  

 

519,168

 

 

 

  

 

 

 

 

  

 

 

 

 

  

 

2,529,577

 

 

 

 

Dawne S. Hickton (5)
Former Executive Vice President, President,

Critical Mission Solutions (CMS)

 

 

 

 

 

2022

 

 

 

 

 

 

673,159

 

 

 

 

 

 

 

 

 

 

 

 

2,300,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,261,293

 

 

 

 

 

 

5,234,548

 

 

  2021   770,160      2,200,042   1,147,542      11,161   4,128,905 
  

 

2020

 

 

 

  

 

757,529

 

 

 

  

 

 

 

 

  

 

2,100,060

 

 

 

  

 

642,720

 

 

 

  

 

 

 

 

  

 

 

 

 

  

 

3,500,309

 

 

 

 

Patrick X. Hill (6)

Executive Vice President, President,

People & Places Solutions (P&PS)

 

 

 

 

 

2022

 

 

 

 

 

 

602,669

 

 

 

 

 

 

 

 

 

 

 

 

1,350,132

 

 

 

 

 

 

299,932

 

 

 

 

 

 

 

 

 

 

 

 

16,071

 

 

 

 

 

 

2,268,804

 

 

         
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert V. Pragada
President and COO

 

 

 

 

2022

 

 

 

 

 

 

905,385

 

 

 

 

 

 

 

 

 

 

 

 

5,000,068

 

 

 

 

 

 

552,417

 

 

 

 

 

 

 

 

 

 

 

 

34,831

 

 

 

 

 

 

6,492,702

 

 

  2021   838,385      7,500,115   1,372,594      34,980   9,746,073 
  

 

2020

 

 

 

  

 

806,077

 

 

 

  

 

 

 

 

  

 

3,300,081

 

 

 

  

 

759,528

 

 

 

  

 

 

 

 

  

 

34,482

 

 

 

  

 

4,900,168

 

 

 

 

(1)

Consists of base salary earned during the fiscal year including any time off with pay andcash-pay-out of accrued time off in excess of the Company’s limit. Mr. Pragada began employment with the Company on February 1, 2016 with a starting annual salary of $675,000. In fiscal 2016, Mr. Pragada earned apro-rata portion of his salary based on his start date. Mr. Berryman began employment with the Company on December 30, 2014 with a starting annual salary of $750,000. In fiscal 2015, Mr. Berryman earned apro-rata portion of his salary based on his start date. Mr. Demetriou began employment with the Company on August 17, 2015 with a starting annual salary of $1,300,000. In fiscal 2015, Mr. Demetriou earned apro-rata portion of his salary based on his start date.pay.

(2)In fiscal 2017, the $350,000 for Mr. Pragada represents the second half of his hiring bonus that was included in his offer letter in addition to the $500,000 he received in fiscal 2016 which was necessary to recruit him from his prior employer. In fiscal 2016, Messrs. Berryman, Mandel and Hagen received cash transition bonuses of $375,000, $375,000 and $425,000, respectively, to ensure ongoing stability and continuity of leadership during the CEO transition period that began in fiscal 2015. For Mr. Berryman, the $875,000 also consists of a $500,000 hiring bonus received in fiscal 2016 in addition to the $1,500,000 he received in fiscal 2015 which was necessary to recruit him from his prior employer. For Mr. Demetriou, the $5,650,000 in fiscal 2015 consisted of hiring bonus necessary to recruit him from his prior employer.
(3)

Represents the grant date fair value of stock awards granted under the Stock Incentive Plan in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB(FASB ASC Topic 718”)718). Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 20172022 Annual Report on Form10-K for a discussion of the assumptions used to calculate these amounts. For the fiscal 2022 amounts, this column reflects the combined value of RSUs and PSUs granted in November 2021 (with PSUs reflecting target performance). At the highest level of performance, the value of such fiscal 2022 PSUs on the grant date would be $14,400,243 for Mr. Demetriou, $3,839,987 for Mr. Berryman, $1,919,994 for Ms. Caruso, $2,760,463 for Ms. Hickton, $1,620,449 for Mr. Hill, and $6,000,198 for Mr. Pragada. At the highest level of performance, the value of such fiscal 2021 PSUs on the grant date would be: $13,800,332 for Mr. Demetriou; $3,600,050 for Mr. Berryman; $1,800,025 for Ms. Caruso; $2,640,261 for Ms. Hickton; and $4,200,339 for Mr. Pragada. At the highest level of performance, the value of such fiscal 2020 PSUs on the grant date would be: $13,800,289 for Mr. Demetriou; $3,600,156 for Mr. Berryman; $1,680,197 for Ms. Caruso; $2,520,296 for Ms. Hickton; and $3,959,986 for Mr. Pragada.

(3)(4)Represents the grant date fair value of options granted (adjusted, however, to exclude the effects of estimated forfeitures) under the Stock Incentive Plan in accordance with FASB ASC Topic 718. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report on Form10-K for a discussion of the assumptions used to calculate these amounts.
(5)

Represents the annual incentive awards earned in each fiscal year pursuant to the LPP, as determined by the Compensation Committee. See “Compensation Discussion and Analysis—Analysis — Compensation Elements—Elements — Short-Term Incentives” for a description ofnon-equity incentive plan compensation is determined for the NEOs. Fiscal 2022 payments will be made in the form of 55% cash and 45% RSUs granted on December 1, 2022 with a three-year ratable vesting schedule. Amounts shown in this column reflect the cash portion of the LPP awards.

(6)(4)

InFor fiscal 2017,2022, Mr. Demetriou received $7,750, Mr. Pragada received $9,475 and Messrs. Berryman, Mandel and Hagen each received $7,950 in$10,675 associated with a 401(k) Company matching contributions. Some of the NEOs also received relocation assistance in connection with various moves on behalf of the Company. For Mr. Demetriou, the relocation assistance totaled $54,569 in fiscal 2017, consisting of (i) $29,732 ofnon-taxable relocation items (e.g., movement of household goods, lodging), (ii) $14,818 for house hunting trips, interim living and home purchase assistance, and (iii) $10,019 for associated taxgross-up payments. Additionally, for fiscal 2017, Mr. Demetriou received $44,145 in dividend payments on RSAs, $1,042match, $65 for basic life insurance premiums paid for by the Company, $187 for Mr. Demetriou’s spouse’s portion of a business meal as well as $6,253 for financial planning assistance. For fiscal 2017, Mr. Berryman received $70,384 in relocation assistance, consisting of (i) $49,735 ofnon-taxable relocation items (e.g., movement of household goods), (ii) $9,128 for house hunting trips, interim living and home sale assistance, (iii) $5,000 for miscellaneous relocation

2018 Proxy StatementLOGO    47


expenses and (iv) $6,521 for associated gross up payments. Additionally, for fiscal 2017, Mr. Berryman received $12,990 in dividend payments on RSAs, $1,042 for basic life insurance premiums paid for by the Company, $60 for Mr. Berryman’s spouse’s portion of a business meal as well as $12,053 for financial planning assistance. For Mr. Hagen, $1,256 for house hunting trips and $473 for associatedgross-up payments were included for fiscal 2017. Additionally, for fiscal 2017, Mr. Hagen received $1,975 was dividend payments on RSAs, $833 for basic life insurance premiums paid for by the Company, $281 for Mr. Hagen’s spouse’s portion of a business meal, $1,315$19,021 for financial planning assistance and $5,469associated expenses, and $4,345 for an annual health assessment. For fiscal 2017,2022, Mr. MandelBerryman received $2,527 in dividend payments on RSAs, $975 for basic life insurance premiums paid for by the$10,675 associated with a 401(k) Company $1,315 for financial planning assistance and $75 for Mr. Mandel’s spouse’s portion of a business meal. For fiscal 2017, Mr. Pragada, received $14,544 for relocation assistance which consisted of $3,287 for house hunting trip and interim living, $10,000 for miscellaneous relocation expenses and $1,257 for associated gross up payments. Additionally for fiscal 2017, Mr. Pragada received $10,868 for dividend payments on RSAs, $940match, $1,126 for basic life insurance premiums paid for by the Company, and $2,324$17,183 for financial planning assistance. In addition, asFor fiscal 2022, Ms. Caruso received $10,675 associated with a result401(k) Company match, $891 for basic life insurance premiums paid for by the Company and $4,615 for an annual health assessment. For fiscal 2022, Ms. Hickton received $2,131,019 in conjunction with components of the decisionExecutive Severance Plan and $130,274 associated with her accrued and unused PTO at the time of separation. For fiscal 2022, Mr. Hill received Company superannuation contributions (401(k)) of $16,071. For fiscal 2022, Mr. Pragada received $10,675 associated with a 401(k) Company match, $1,210 for basic life insurance premiums paid for by the Compensation Committee in January 2017 to modify all outstanding RSUs to provideCompany, and $17,564 for Dividend Equivalents,financial planning assistance.

(5)

Ms. Hickton departed the Company, effective June 3, 2022.

(6)

The amounts reported for fiscal 2017 also include2022 reported in this table for Mr. Hill that are paid in AUD have been converted to USD using the incremental fair value of Dividend Equivalents of $1.40 for Messrs. Demetriou, Berryman, Hagen, Mandel and Pragada, calculatedactual average exchange rate in accordance with FASB ASC Topic 718. See “—Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan Based Awards Table—Payment of Dividends and Dividend Equivalent Rights” below and “Compensation Discussion and Analysis—Compensation Elements—Equity-Based Compensation—Dividend Equivalents” for more information regarding Dividend Equivalents.September 2022 (1 AUD = 0.669632 USD).

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Narrative Disclosure to Summary Compensation Table

Employment Agreements

The Company entered into an offer letter with Mr. Demetriou in connection with him joining the Company, pursuant to which he received (i) a cash payment of $5,650,000 which had to be repaid to the Company if Mr. Demetriou resigned without “good reason” or was terminated for “cause” prior to August 17, 2017 (the second anniversary of his start date), and (ii) a grant of RSUs with a grant value of $2,700,000, which vest in equal installments on each of the first three anniversaries of his start date, subject to Mr. Demetriou’s continued employment on the relevant vesting date and to accelerated vesting if Mr. Demetriou resigns with “good reason” or is terminated other than for “cause” prior to August 17, 2018 (the third anniversary of his start date). In addition, if Mr. Demetriou were terminated by the Company without “cause” or he resigned for “good reason,” in each case, prior to August 17, 2017 (the second anniversary of his start date), he would have been entitled to receive a lump sum payment equal to one year’s base salary and target bonus. For a description of “cause” and “good reason,” see “Compensation Under Various Termination Scenarios” below.

The Company entered into an employment agreement with Mr. Mandel in connection with the completion of a transaction pursuant to which the Company acquired the executive’s former employer. Mr. Mandel’s employment agreement entitles him to a base salary, eligibility to participate in the MIP and other benefits generally made available to the Company’s employees. In addition, if Mr. Mandel’s employment is terminated by the Company without Cause, the Company will pay Mr. Mandel a severance payment equal to 12 months of base salary and the continuation cost of 12 months of COBRA premiums, subject to his execution andnon-revocation of a general release in favor of the Company. For a description of “Cause,” see “Compensation Under Various Termination Scenarios” below.

Payment of Dividends and Dividend Equivalent Rights

In fiscal 2017, theThe Company commenced payingcurrently pays a quarterly cash dividend. A dividend of $0.15 per share was paid during each of the last three fiscal quarters of fiscal 2017.

Holders of RSAs are entitledWith respect to receive cash dividends thereon unless and until the holder forfeits the shares of common stock underlying the RSAs pursuant to the terms of the relevant award agreement.

IfRSUs, when the Company pays a cash dividend on its outstanding common stock, each holder of RSUs is credited with a dollar amount equal to (i)(1) theper-share cash dividend, multiplied by (ii)(2) the total number of RSUs held by such individual on the record date for that dividend. These are referred to as Dividend Equivalents. Dividend Equivalents vest on the same schedule as the RSU to which they relate and will be paid to the award holder in cash at the same timewhen the share of common stock (or, in the case of a cash-settled RSUs,RSU, the cash) underlying the RSU is delivered to the award holder.

 

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2023 Proxy Statement | LOGO     57


 

 

20172022 Grants of Plan BasedPlan-Based Awards

The table below summarizes all grants of plan basedplan-based awards to the NEOs in fiscal 2017:2022:

 

       Estimated Future Payouts Under  Non- 
Equity Incentive Plan Awards (1)

 

 Estimated Future Payouts Under
Equity Incentive Plan Awards (2)

 

  

All Other
Stock
Awards:
Number of
Shares of
Stock or Units
(#) (3)

 

 

 

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)

 

 

Exercise
or Base
Price of
Option
Awards
($/sh)

 

 

Grant Date
Fair Value
of Stock
and
Option
Awards (6)

 

Name

 

 

Grant Date

 

  

Threshold
($)

 

 

  Target ($)  

 

 

  Maximum ($)  

 

 

Threshold
(#)

 

 

Target (#)

 

  

Maximum
(#)

 

     

 Demetriou, Steven J

  11/16/2016  - - - - -  -  51,169 - - 3,071,675
   11/16/2016  - - - - 38,377  (4)  76,754  (4)  - - - 2,250,044
   11/16/2016  - - - - 38,377  (5)  76,754  (5)  - - - 2,250,044
    1,950,000

 

 3,900,000

 

  -

 

  -

 

  -

 

 -

 

 -

 

 -

 

 Berryman, Kevin C

  11/16/2016  - - - - -  -  11,599 - - 696,288
   11/16/2016  - - - - 8,699  (4)  17,398  (4)  - - - 510,022
   11/16/2016  - - - - 8,699  (5)  17,398  (5)  - - - 510,022
    750,000

 

 1,500,000

 

  -

 

  -

 

  -

 

   -

 

 Mandel, Joseph G

  11/16/2016  - - - - -  -  11,599 - - 696,288
   11/16/2016  - - - - 8,699  (4)  17,398  (4)  - - - 510,022
   11/16/2016  - - - - 8,699  (5)  17,398  (5)  - - - 510,022
    720,000

 

 1,440,000

 

  -

 

  -

 

  -

 

 -

 

 -

 

  

 Hagen, Terence D

  11/16/2016  - - - - -  -  9,893 - - 593,877
   11/16/2016  - - - - 7,420  (4)  14,840  (4)  - - - 435,035
   11/16/2016  - - - - 7,420  (5)  14,840  (5)  - - - 435,035
    650,000

 

 1,300,000

 

  -

 

  -

 

  -

 

 -

 

 -

 

 -

 

 Pragada, Robert V

  11/16/2016  - - - - -  -  9,893 - - 593,877
   11/16/2016  - - - - 7,420  (4)  14,840  (4)  - - - 435,035
   11/16/2016  - - - - 7,420  (5)  14,840  (5)  - - - 435,035
        695,000

 

 1,390,000

 

               -

 

 -

 

 -

 

 -

 

Name

 

 

Grant Date

 

 

 

Estimated Future Payouts under Non-
Equity Incentive  Plan Awards ($) (1)

 

 

 

Estimated Future Payouts under

Equity Incentive Plan Awards (2)

 

 

 

All Other
Stock
Awards:
     Number of
Shares of
Stock or
Units (3)

 

 

Grant Date
Fair Value
of Stock
Awards (6)

 

 
 

Threshold ($)

 

 

Target ($)

 

 

Maximum ($)

 

 

Threshold (#)

 

 

Target (#)

 

 

 

Maximum (#)

 

 

 

 Steven J. Demetriou

 11/17/2021                33,010  4,799,984 
  11/17/2021      6,190 24,758 (4) 49,516 (4)   3,600,061 
  11/17/2021      6,190 24,758 (5) 49,516 (5)   3,600,061 
  10/02/2021 587,813 2,351,250 4,702,500             

 

 Kevin C. Berryman

 11/17/2021                8,803  1,280,044 
  11/17/2021      1,651 6,602 (4) 13,204 (4)   959,997 
  11/17/2021      1,651 6,602 (5) 13,204 (5)   959,997 
  10/02/2021 236,500 946,000 1,892,000             

 

 Joanne E. Caruso

 11/17/2021                4,402  640,095 
  11/17/2021      825 3,301 (4) 6,602 (4)   479,998 
  11/17/2021      825 3,301 (5) 6,602 (5)   479,998 
  10/02/2021 187,000 748,000 1,496,000             

 

 Dawne S. Hickton

 11/17/2021                6,326  919,864 
  11/17/2021      1,187 4,746 (4) 9,492 (4)   690,116 
  11/17/2021      1,187 4,746 (5) 9,492 (5)   690,116 
  10/02/2021 197,500 790,000 1,580,000             

 

 Patrick X. Hill (7)

 11/17/2021                3,713  539,907 
  11/17/2021      697 2,786 (4) 5,572 (4)   405,112 
  11/17/2021      697 2,786 (5) 5,572 (5)   405,112 
  10/02/2021 150,667 602,669 1,205,338             

 

 Robert V. Pragada

 11/17/2021                13,754  1,999,969 
  11/17/2021      2,579 10,316 (4) 20,632 (4)   1,500,050 
  11/17/2021      2,579 10,316 (5) 20,632 (5)   1,500,050 
  10/02/2021 277,500 1,110,000 2,220,000                

 

(1)

Amounts represent the 20172022 projected award under the Management IncentiveLeadership Performance Plan (or MIP)(LPP) based on the Company’s internal plan at the start of fiscal 2017.2022. See “Compensation Discussion and Analysis—Analysis — Compensation Elements—Elements — Short-Term Incentives” above for a description of the MIPLPP and the manner in whichway bonuses are computed. The amounts reported in the “Threshold,” “Target” and “Maximum” columns reflect estimated future payouts under the LPP.

(2)

Amounts represent the threshold, target and maximum payout shares of awards of EPS Based PSUs and ROIC Based PSUs granted under the Stock Incentive Plan in fiscal 2017.2022.

(3)

Represents the RSUs granted under the Stock Incentive Plan.

(4)

Represents the threshold, target and maximum payout shares of the grants of the EPS Based AwardsPSUs that each NEO could earn under the Stock Incentive Plan. The grant date fair value for the November 16, 2016, award was $58.63. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. Please refer to “Compensation Discussion and Analysis—Analysis — Compensation Elements—Elements — Equity Based Compensation—Compensation — Fiscal 20172022 Equity Awards—Awards — EPS Based Awards” for a discussion of how the number of shares ultimately issued will be determined.

(5)

Represents the threshold, target and maximum payout shares of the grants of the ROIC Based AwardPSUs that each NEO could earn under the Stock Incentive Plan. The grant date fair value for the November 16, 2016 award was $58.63. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions. Please refer to “Compensation Discussion and Analysis—Analysis — Compensation Elements—Elements — Equity Based Compensation—Compensation — Fiscal 20172022 Equity Awards” for a discussion of how the number of shares ultimately issued will be determined.

(6)

Represents the grant date fair value of RSUs and PSUs granted (assuming target level of shares) under the Stock Incentive Plan as well as the incremental fair value of Dividend Equivalents on the RSUs, in each case, computed in accordance with FASB ASC Topic 718. The grant date fair value for the November 17, 2021 award was $145.41. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 20172022 Annual Report on Form10-K for a discussion of the assumptions used to calculate these amounts. See “—Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan Based Awards Table—Payment of Dividends and Dividend Equivalent Rights” belowabove and “Compensation Discussion and Analysis—Analysis — Compensation Elements—Elements — Equity-Based Compensation—Compensation — Dividend Equivalents” above for more information regarding Dividend Equivalents.

(7)

Amounts reported for Mr. Hill under the column “Estimated Future Payouts under Non-Equity Incentive Plan Awards” have been converted from AUD to USD using the actual average exchange rate in September 2022 (1 AUD = 0.669632 USD).

 

2018 Proxy StatementLOGO    49

58    LOGO  | 2023 Proxy Statement


 

 

Outstanding Equity Awards of NEOs at 20172022 FiscalYear-End

 

Outstanding Equity Awards at Fiscal Year-End for 2022Outstanding Equity Awards at Fiscal Year-End for 2022 
 Option Awards  Stock Awards 
     

Option Awards

 

      

Stock Awards

 

  Number of Securities Underlying
Unexercised Options (1)
  

Option
Exercise
Price

($) (2)

  Option
Expiration
Date
  

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#) (3)

  

Market Value
of Shares or
Units of
Stock That
Have Not
Vested

($) (4)

  

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

(#) (5)

  

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested

(#) (6)

 

Name

   

Number of Securities
Underlying Unexercised
Options(1)

 

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

 

  

Option
Exercise
Price
($)(2)

 

  

Option
Expiration
Date(3)

 

     

Number Of
Shares Or
Units Of
Stock That
Have Not
Vested
(#)(4)

 

  

Market
Value Of
Shares
Or Units
Of Stock
That
Have Not
Vested
($)(5)

 

  

Equity Incentive
Plan Awards:
Number Of
Unearned
Shares, Units
Or Other Rights
That Have Not
Vested
(#)(6)

 

  

 

Equity Incentive
Plan Awards:
Market Or
Payout Value Of
Unearned
Shares, Units
Or Other Rights
That Have Not

 

Grant Date

 

 

Exercisable
#

 

 

Unexercisable
#

 

   

Vested
($)(7)

 

 
Grant Date 

Exercisable  

#

   

Unexercisable  

#

  

Option
Exercise
Price

($) (2)

  Option
Expiration
Date
  

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#) (3)

  

Market Value
of Shares or
Units of
Stock That
Have Not
Vested

($) (4)

  

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

(#) (5)

  

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested

(#) (6)

 

Steven J. Demetriou

 8/17/2015  51,129  51,130   -  43.94  8/17/2025   53,047  3,091,049  16,065   - 

Steven J. Demetriou

 

   
 11/19/2015  24,684  74,055   -  42.74  11/19/2025   22,462  1,308,861  44,923   - 
 11/19/2015   -   -   -       -   -  44,923  2,617,663 
 11/16/2016   -   -   -      51,169  2,981,618  38,377  4,472,456 
  

 

11/16/2016

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

 

 

    

 

-

 

 

 

  

 

-

 

 

 

  

 

38,377

 

 

 

  

 

4,472,456

 

 

 

08/17/2015

 102,259     43.96  08/17/2025         

11/07/2018

          12,976  1,407,766     

11/13/2019

          24,673  2,676,774  37,010  8,030,430 

11/13/2019

              37,010  8,030,430 

11/18/2020

          32,782  3,556,519  32,783  7,113,255 

11/18/2020

              32,783  3,556,628 

11/17/2021

          33,010  3,581,255  24,758  2,685,995 

11/17/2021

               24,758   2,685,995 

Kevin C. Berryman

 12/30/2014  28,666  20,334   -  45.16  12/30/2024   23,251  1,354,836   -   -                  
 5/28/2015  8,500  8,500   -  43.34  5/28/2025    -   -   -   - 
 6/8/2015   -   -   -      -   -  9,500   - 
 11/19/2015  6,171  18,514   -  42.74  11/19/2025   5,616  327,244  11,231   - 
 11/19/2015   -   -   -       -   -  11,231  654,430 
 11/16/2016   -   -   -      11,599  675,874  8,699  1,013,781 
  

 

11/16/2016

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

 

 

    

 

-

 

 

 

  

 

-

 

 

 

  

 

8,699

 

 

 

  

 

1,013,781

 

 

 

Joseph G. Mandel

 3/24/2011  40,000   -   -  48.56  3/24/2021    -   -   -   - 
 5/24/2012  36,000   -   -  37.03  5/24/2022    -   -   -   - 
 5/23/2013  36,000   -   -  55.00  5/23/2023    -   -   -   - 
 5/22/2014  18,000  6,000   -  53.17  5/22/2024    -   -   -   - 
 12/19/2014  16,666  8,334   -  43.25  12/19/2024    -   -   -   - 
 5/28/2015  8,500  8,500   -  43.34  5/28/2025    -   -   -   - 
 6/8/2015   -   -   -       -   -  9,500   - 
 11/19/2015  6,171  18,514   42.74  11/19/2025   5,616  327,244  11,231   - 
 11/19/2015   -   -   -       -   -  11,231  654,430 
 11/16/2016   -   -   -      11,599  675,874  8,699  1,013,781 
  

 

11/16/2016

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

 

 

    

 

-

 

 

 

  

 

-

 

 

 

  

 

8,699

 

 

 

  

 

1,013,781

 

 

 

Terence D. Hagen

 5/23/2013  12,000   -   -  55.00  5/23/2023    -   -   -   - 
 5/22/2014  6,750  2,250   -  53.17  5/22/2024    -   -   -   - 
 5/22/2014   -   -   -      -   -   -   - 
 6/8/2015  8,500  8,500   -  42.65  6/8/2025    -   -  9,500   - 
 11/19/2015  4,821  14,464   -  42.74  11/19/2025   4,388  255,689  8,774   - 
 11/19/2015   -   -   -       -   -  8,774  511,261 
 11/16/2016   -   -   -      9,893  576,465  7,420  864,727 
  

 

11/16/2016

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

 

 

    

 

-

 

 

 

  

 

-

 

 

 

  

 

7,420

 

 

 

  

 

864,727

 

 

 

05/28/2015

 17,000     43.34  05/28/2025         

11/07/2018

          2,904  315,055     

11/13/2019

          6,436  698,242  9,655  2,094,942 

11/13/2019

              9,655  2,094,942 

11/18/2020

          8,553  927,915  8,552  1,855,613 

11/18/2020

              8,552  927,806 

03/08/2021

          33,827  3,669,891     

11/17/2021

          8,803  955,037  6,602  716,251 

11/17/2021

               6,602   716,251 

Joanne E. Caruso

                 

11/07/2018

          1,607  174,343     

11/13/2019

          3,004  325,904  4,506  977,712 

11/13/2019

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4,506  977,712 

11/18/2020

          4,277  464,012  4,276  927,806 

11/18/2020

              4,276  463,903 

11/17/2021

          4,402  477,573  3,301  358,125 

11/17/2021

               3,301   358,125 

Dawne S. Hickton(7)

                 

11/13/2019

          2,252  244,319  6,759  1,466,568 

11/13/2019

              6,759  1,466,568 

11/18/2020

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 2,090  226,744  

 

 

 

 

 

 

 

11/17/2021

           1,581   171,523     

Patrick X. Hill

                 

11/07/2018

          742  80,500     

11/13/2019

          1,502  162,952  2,253  488,856 

11/13/2019

              2,253  488,856 

11/18/2020

          2,851  309,305  2,851  618,610 

11/18/2020

              2,851  309,305 

11/17/2021

          3,713  402,823  2,786  302,253 

11/17/2021

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  2,786   302,253 

Robert V. Pragada

 2/1/2016  5,346  16,041   39.13  2/1/2026   24,151  1,407,279  9,967   -                  
 2/1/2016   -   -   -       -   -  9,967  773,240 
 11/16/2016   -   -   -      9,893  576,465  7,420  864,727 
  

 

11/16/2016

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

 

 

    

 

-

 

 

 

  

 

-

 

 

 

  

 

7,420

 

 

 

  

 

864,727

 

 

 

11/7/2018

          2,719  294,984     

11/13/2019

         7,081  768,218  10,620  2,304,328 

11/13/2019

              10,620  2,304,328 

11/18/2020

          9,977  1,082,405  9,978  2,165,026 

11/18/2020

              9,978  1,082,513 

03/08/2021

          33,827  3,669,891     

11/17/2021

          13,754  1,492,171  10,316  1,119,183 

11/17/2021

  

 

 

 

   

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  10,316   1,119,183 

 

(1)

All stock options vest or have vested ata total term of 10 years from the ratedate of 25% per year beginning on the first anniversary of the grant date, with the exception of the 25,000 options granted on December 19, 2014 to Mr. Mandel and 25,000 options granted on December 30, 2014 to Mr. Berryman that vest annually in three equal installments beginning on the first anniversary of the grant date.grant.

(2)

All outstanding employee stock options were granted under the Stock Incentive Plan and were made with an exercise price equal to the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History on the grant date.

(3)The awards have a total term of ten years from the date of grant.
(4)

Represents the number of unvested shares of restricted stockRSUs granted under the Stock Incentive Plan. The RSAsRSUs vest ratably over four4 years beginning on the first anniversary of the grant date, with the exception of (i) stock grantsdate. However, RSUs granted on March 8, 2021 to Mr.Messrs. Berryman on December 30, 2014 thatand Pragada vest in 40%, 40% and 20% increments on the first, second and third anniversary of the award date, respectively, and (ii) stock grants to Mr. Demetriou on August 17, 2015 of 67,772 shares that vest in three equal installments beginning on the first anniversary of the grant date, and 30,456 shares that vestfull on the third anniversary of the grant date. RSU grants are accompanied byinclude dividend equivalent rights that willaccumulate and vest on the same schedule as the RSU to which they relate and will be paid to the award holder in cash at the same time the share of common stock underlying the RSU is delivered to the award holder. RSA grants are entitled to receive cash dividends unless and until the holder forfeits the shares of common stock underlying the RSAs, pursuant to the terms of the relevant award agreement.

 

50    LOGO|2018 Proxy Statement

2023 Proxy Statement | LOGO     59


 

 

(4)(5)

The market value of outstanding awards of restricted stockRSUs is computed using the closing price of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 2017,30, 2022, which was $58.27.$108.49.

(5)(6)

Represents the number of unvested target shares of PSUs (TSR(EPS Based Awards, EPS Based Awards, NEG Based AwardsPSUs and ROIC Based Awards)PSUs) granted under the Stock Incentive Plan. The awards of PSUs vest at the expiration ofbased on actual performance over a three years from the grant date.year performance period.

(6)(7)

The market value of outstanding PSUs (TSR(EPS Based Awards, EPS Based Awards, Net Earnings Based AwardsPSUs and ROIC Based Awards) isPSUs) was computed by using $108.49, the closing price of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 2017, which was $58.27.30, 2022.

(7)

Represents the equity awards held by Ms. Hickton that are schedule to vest, subject to achievement of the applicable vesting criteria, during the nine-month period following Ms. Hickton’s termination of employment on June 3, 2022. Ms. Hickton forfeited all other unvested, outstanding equity awards in connection with her termination of employment, effective June 3, 2022.

Option Exercises and Stock Vested in Fiscal 20172022

The following table provides information on stock options that were exercised and on restricted stock that vested in fiscal 20172022 for our NEOs:

 

Name 

Option Awards

 

 

Stock Awards

 

 
 Option Awards  Stock Awards 
Name Number of
Shares
Acquired on
Exercise
(#)
 Value
Realized on
Exercise
($)
 Number of
Shares
Acquired on
Vesting
(#)
 Value
Realized on
Vesting
($)(1)
  Number of
Shares
Acquired on
Exercise
(#)
  Value
Realized on
Exercise
($)
  

Number of
Shares
Acquired on
Vesting

(#)

  Value
Realized on
Vesting
($) (1) (2)
 
  

 

-

 

 

 

  

 

-

 

 

 

  

 

30,078

 

 

 

  

 

1,614,712

 

 

 

  98,739   10,137,533   187,689   27,285,126 

Kevin C. Berryman

  

 

-

 

 

 

  

 

-

 

 

 

  

 

54,326

 

 

 

  

 

3,083,727

 

 

 

  73,685   7,446,659   42,847   6,229,598 

Joseph G. Mandel

  

 

-

 

 

 

  

 

-

 

 

 

  

 

7,824

 

 

 

  

 

422,650

 

 

 

Terence D. Hagen

  

 

-

 

 

 

  

 

-

 

 

 

  

 

3,694

 

 

 

  

 

203,715

 

 

 

Joanne E. Caruso

  —     —     22,492   3,269,321 

Dawne S. Hickton

  5,625   513,154   18,634   2,702,222 

Patrick X. Hill

  —     —     11,153   1,622,002 

Robert V. Pragada

  

 

-

 

 

 

  

 

-

 

 

 

  

 

8,050

 

 

 

  

 

484,530

 

 

 

  —     —     41,031   5,966,599 

 

(1)

Value is based on the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History on the vesting date. Includes

(2)

Pursuant to the Company’s Executive Deferral Plan and included below in the Non-Qualified Deferred Compensation table, Mr. Berryman and Ms. Hickton elected to defer the receipt of some of their equity awards until a later date. Mr. Berryman elected to defer equity that vested in November 2021 – 5,989 RSUs, with a value of dividends paid$864,885, and 30,790 PSUs, with a value of $4,477,174. Ms. Hickton elected to defer equity that vested on June 3, 2022 – 1,532 RSUs, with a value of $211,615 and equity that vested in cash related to unvested sharesNovember 2021 – 2,253 RSUs, with a value of restricted stock.$327,631, and 12,759 PSUs, with a value of $1,855,286.

Equity Compensation Plan InformationNon-Qualified

The following table presents certain information about our equity compensation plans as of September 29, 2017:

Plan Category

 

 

Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
(Column A)

 

 

Weighted-average
exercise price of
outstanding
options, warrants,
and rights
(Column B)

 

 

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities

reflected in

Column A)
(Column C)

 

    Equity compensation plans approved by shareholders (1)

 

 2,516,825

 

 $46.19

 

 7,664,358

 

    Equity compensation plans not approved by shareholders

 

 

 

 

 

 

 

    Total

 

 2,516,825

 

 $46.19

 

 7,664,358

 

(1)The number in Column A excludes purchase rights accruing under our two, broad-based, shareholder-approved employee stock purchase plans: the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as amended and restated (the “ESPP”), and the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan, as amended and restated (the “Global ESPP”). These plans give employees the right to purchase shares at an amount and price that are not determinable until the end of the specified purchase periods, which occur monthly. Our shareholders have authorized a total of 32.3 million shares of common stock to be issued through the ESPP and the Global ESPP. From the inception of the ESPP and the Global ESPP through September 29, 2017, a total of 27.6 million shares have been issued, leaving 4.7 million shares of common stock available for future issuance at that date.

2018 Proxy StatementLOGO    51


Non-qualified Deferred Compensation

As described above, employees, including NEOs, meeting certain compensation minimums may elect to participate in the Company’s executive deferral plans (or EDPs) whereby a portion of compensation (including salary, and bonus (includingand/or equity compensation) is deferred and paid to the employee at some future date. The EDPs are non-qualified deferred compensation programs that provide benefits payable to directors, officers, and certain key employees or their designated beneficiaries at specified future dates, and upon retirement or death. Participant contributions are credited with earnings and losses based upon the actual experienceperformance of the deemed investments selected by participants.

For the EDPs in which the NEOs participate (the “Variable Plans”)Variable Plans), accounts are credited (or debited) based on the actual earnings (or losses) of the deemed investments selected by the individual participants. Participation in the EDPs is voluntary. All EDPs operate under a single trust. Although there are certainchange-in-control change in control features within the EDPs, no benefit enhancements occur upon achange-in-control. Amounts deferred into the Variable Plans are credited or charged with the performance of investment options selected by the participants. change in control. The investment options are notional and are used for measurement purposes only. The NEOs do not own any units in the actual funds. In general, the investment options consist of a number ofseveral mutual and index funds comprising stocks, bonds, and money market accounts.

The following table shows the EDP account activity during fiscal 20172022 for the NEOs. Prior to fiscal 2018, executive officers were only permitted to defer salary and cash bonus amounts. Beginning in fiscal 2018, executive officers could also defer equity awards.

Name

 

 

Deferred
Compensation
Plan

 

 

Registrant
Contributions
During Last
Fiscal Year
($)

 

 

Executive
Contributions
During Last
Fiscal Year
($) (1)

 

 

Aggregate
Earnings
During
Last
Fiscal
Year ($)
(2)

 

 

Aggregate
Withdrawals /
Distributions
During Last
Fiscal Year
($)

 

 

Aggregate
Balance
at Last
Fiscal
Year End
($) (3)

 

 

Steven J. Demetriou

 

 

 

Variable Plans

 

 

 

 

 

 

192,560

 

 

 

29,267

 

 

 

 

 

 

322,467

 

 

Kevin C. Berryman

 

 

 

Variable Plans

 

 

 

 

 

 

 

44,423

 

 

 

29,582

 

 

 

 

 

 

345,927

 

 

Joseph G. Mandel

 

 

 

Variable Plans

 

 

 

 

  

 

241,101

 

 

 

(351,772)

 

 

 

2,194,446

 

 

Terence D. Hagen

 

 

 

Variable Plans

 

 

 

 

 

 

 

 

 

3,216

 

 

 

 

 

 

24,974

 

 

Robert V. Pragada

 

 

 

Variable Plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60    LOGO  | 2023 Proxy Statement


Non-Qualified Deferred Compensation for 2022

Name Deferred
Compensation
Plan
 Executive
Contribution
During Last
Fiscal Year
($) (1)
  

Aggregate
Earnings
During

Last

Fiscal
Year ($) (2)

  

Aggregate
Withdrawals/

Distributions
During Last
Fiscal Year
($)

  Aggregate
Balance
at Last
Fiscal
Year End
($) (3)
 
      

Steven J. Demetriou

 Variable Plans  0   -87,392   0   387,224 
      

Kevin C. Berryman

 Variable Plans  5,482,595   2,366,988   0   10,284,920 
      

Joanne E. Caruso

 Variable Plans  0   0   0   0 
      

Patrick X. Hill (4)

 N/A            
      

Dawne S. Hickton

 Variable Plans  2,070,578   578,118   0   2,153,564 
      

Robert V. Pragada

 Variable Plans  0   0   0   0 

(1)

All executive contributions are included in the Summary Compensation Table under the “Salary” and“Non-Equity Incentive Plan Compensation” columns.

(2)

Earnings are included in the Summary Compensation Table to the extent they exceed 120% of the AFR.IRS prescribed applicable federal rate.

(3)

Balances at the end of the fiscal year consist of (i)(1) salary, bonus and bonusequity compensation deferrals, and associated accumulated dividends, made by the executive over time, beginning when the executive first joined the plan, plus (ii)(2) all earnings and losses credited on all deferrals, less (iii)(3) allpre-retirement distributions, if any, taken by the executive since the executive first joined the plan.

(4)

Because Mr. Hill is not a U.S. citizen, he is not eligible to participate in the EDP.

 

52    LOGO|2018 Proxy Statement

2023 Proxy Statement | LOGO     61


 

 

Compensation Under Various Termination Scenarios

The following table provides informationquantifies the estimated severance and benefits payable to the NEOs as a result of the following terminations of employment on executive compensation under (i)September 30, 2022: (1) termination in connection with a Changechange in Control, (ii)control, (2) termination due to death or Disability, (iii)disability, (3) retirement approved by the Compensation Committee, and (iv)(4) involuntary termination without cause. Ms. Hickton’s employment was terminated without cause as of June 3, 2022. She is not included in the table below as a description of the severance payments and benefits she received in connection with respect to Messrs. Demetriou and Mandel,the termination by the Company without Cause, or resignation for Good Reason, in each case, as if such termination occurred on September 29, 2017.of employment is set forth below.

 

Name

 

 

Change In
Control ($)

 

  

Death or
Disability ($)

(5)

 

  

Approved
Retirement
($)

 

  

Termination
Without Cause /  
Good Reason
($)

 

 

 

 Steven J. Demetriou

     

Non-Equity Incentive Compensation(1)

  2,160,202   1,950,000   -    

UnvestedIn-The-Money Stock Options(2)

  1,882,767   1,882,767   -    

Unvested Stock Awards(3)

  7,381,527   7,381,527   -   1,316,378  

Unvested Performance Share Units(4)

  9,576,140   9,576,140   -    

Severance Benefits

  -   -   -    

Total

 

  

 

21,000,636

 

 

 

  

 

20,790,434

 

 

 

  

 

-

 

 

 

  

 

1,316,378 

 

 

 

 

 Kevin C. Berryman

     

Non-Equity Incentive Compensation(1)

  830,847   750,000   -    

UnvestedIn-The-Money Stock Options(2)

  681,006   681,006   -    

Unvested Stock Awards(3)

  2,357,954   2,357,954   -    

Unvested Performance Share Units(4)

  2,221,340   2,221,340   -    

Severance Benefits

  -   -   -    

Total

 

  

 

6,091,147

 

 

 

  

 

6,010,300

 

 

 

  

 

-

 

 

 

  

 

 

 

 

 

 Terence D. Hagen

     

Non-Equity Incentive Compensation(1)

  684,633   650,000   -    

UnvestedIn-The-Money Stock Options(2)

  368,871   368,871   -    

Unvested Stock Awards(3)

  832,154   832,154   -    

Unvested Performance Share Units(4)

  1,855,772   1,855,772   -    

Severance Benefits

  -   -   -    

Total

 

  

 

3,741,430

 

 

 

  

 

3,706,797

 

 

 

  

 

-

 

 

 

  

 

 

 

 

 

 Joseph G. Mandel

     

Non-Equity Incentive Compensation(1)

  747,494   720,000   -    

UnvestedIn-The-Money Stock Options(2)

  570,204   570,204   -    

Unvested Stock Awards(3)

  1,003,118   1,003,118   -    

Unvested Performance Share Units(4)

  2,221,340   2,221,340   -    

Severance and COBRA Benefits(6)

  -   -   -   736,492  

Total

 

  

 

4,542,156

 

 

 

  

 

4,514,662

 

 

 

  

 

-

 

 

 

  

 

736,492 

 

 

 

 

 Robert V. Pragada

     

Non-Equity Incentive Compensation(1)

  925,361   695,000   -    

UnvestedIn-The-Money Stock Options(2)

  307,025   307,025   -    

Unvested Stock Awards(3)

  1,983,744   1,983,744   -    

Unvested Performance Share Units(4)

  1,913,470   1,913,470   -    

Severance Benefits

  -   -   -    

Total

 

  

 

5,129,600

 

 

 

  

 

4,899,239

 

 

 

  

 

-

 

 

 

  

 

 

 

 

     
   Change in
Control
($) (4)
  Death or
Disability
($) (5)
  Retirement
($) (6)
  Involuntary
Termination
($) (7)
 
 Steven J. Demetriou       

Non-Equity Incentive Compensation (1)

  2,351,250   2,351,250   —     —  

Unvested RSUs (2)

  11,222,314   11,222,314   —     4,826,937  

Unvested PSUs (3)

  24,707,989   17,271,773   —     10.539,939  

Cash Severance Benefits

  7,620,207   1,475,000   —     5,715,116  

Total

  45,901,759   32,20,337        21,081,992  
 Kevin C. Berryman       

Non-Equity Incentive Compensation (1)

  946,000   946,000   —     —  

Unvested RSUs (2)

  6,566,140   6,566,140   —     1,212,213  

Unvested PSUs (3)

  6,474,161   4,513,978   —     2,749,611  

Cash Severance Benefits

  1,838,970   1,722,000   —     1,838,970  

Total

  15,825,271   13,748,118        5,800,794  
 Joanne E. Caruso       

Non-Equity Incentive Compensation (1)

  748,000   748,000   668,330   —  

Unvested RSUs (2)

  1,441,832   1,441,832   —     611,260  

Unvested PSUs (3)

  3,145,522   2,169,186   2,169,186   1,283,247  

Cash Severance Benefits

  1,443,794   681,000   —     1,443,794  

Total

  6,799,148   5.040,018   2,837,516   3,338,301  
 Patrick X. Hill       

Non-Equity Incentive Compensation (1)

  602,669   602,669   —     —  

Unvested RSUs (2)

  955,580   955,580   —     365,693  

Unvested PSUs (3)

  1,999,825   1,274,772   —     641,623  

Cash Severance Benefits

  1,205,338   1,500,000   —     1,205,338  

Total

  4,763,412   3,638,367        2,212,654  
 Robert V. Pragada       

Non-Equity Incentive Compensation (1)

  1,110,000   1,110,000   —     —  

Unvested RSUs (2)

  7,307,669   7,307,669   —     1,412,838  

Unvested PSUs (3)

  7,890,537   5,240,940   —     3,024,430  

Cash Severance Benefits

  2,075,017   925,000   —     2,075,017  

Total

  18,383,223   14,583,610        6,512,286  

 

(1)

The amount of unpaid short-termannual incentive compensation that would be paid to the NEOs assuming a termination of employment as of September 29, 2017.30, 2022.

(2)The amount that would be earned related to unvestedin-the-money options as of September 29, 2017. Value is based on

Under the closing price of a share ofStock Incentive Plan, the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 2017 of $58.27, minus the cost of the option (i.e., the exercise price).

(3)The amount that would be earned related to unvested RSAsRSUs as of September 29, 2017.30, 2022. Value is computed by using the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 201730, 2022, of $58.27.$108.49.

(4)(3)

TheUnder the Stock Incentive Plan, the amount that would be earned related to unvested shares of PSUs as of September 29, 2017. The amount reported with respect to30, 2022. Upon a Changequalifying termination of employment during the 2-year period following a change in Control represents (i) the shares thatcontrol, outstanding PSUs would vest and be earned based on actual performance through September 29, 2017,at the time of the qualifying termination of employment. Upon death or disability, PSUs would remain outstanding and became earned based on actual performance at the end of the performance period. For all NEOs, upon an involuntary termination of employment without cause, in the absence of a change in control, PSUs that are scheduled to vest within the 9-month period following the date of termination will remain outstanding and become earned based upon actual performance, as provided for in the Executive Severance Plan. For purposes of the amounts reported in the table, we assumed current achievement estimates for all outstanding PSUs and multiplied such number of PSUs by (ii) the closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 201730, 2022, of $58.27. The amount reported with respect to Death or Disability represents (i) the shares that would vest if performance achieved is consistent with the Company’s internal forecasts of its performance through the end$108.49.

 

2018 Proxy StatementLOGO    53

62    LOGO  | 2023 Proxy Statement


 

 

(4)

In the event of a qualifying involuntary termination during the 2-year period following a change in control (as defined in the Executive Severance Plan), all NEOs receive the following benefits under the Executive Severance Plan: (1) a lump sum cash payment equal to 2 times (for the CEO) or 1 times (for the other NEOs) the sum of the participant’s (x) base salary and (y) target annual incentive award; (2) a lump sum cash payment equal to the participant’s target annual incentive award, prorated based on the number of days the participant was employed during the fiscal year of termination; and (3) a lump sum cash payment equal to 2 times (for the CEO) or 1 times (for the other NEOs) the sum of (x) the annual COBRA premium for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services. In addition, the participant’s unvested and outstanding equity awards will vest in full, with PSUs vesting based on actual performance period, multiplied by (ii) the closing price of a shareas of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 2017date of $58.27.such qualifying termination of employment.

(5)For

In the event of a termination of employment due to death or Disability,disability, the NEOs will receive the following benefits: (i) an amount shown representsequal to the NEO’s target annual incentive award, prorated for the number of days worked during the fiscal year, and (ii) accelerated vesting of all outstanding options and RSUs, and outstanding PSUs will remain outstanding and become earned based on actual performance at the end of the applicable performance period. Additionally, in the event of the NEO’s death, the U.S.-based NEOs will receive a life insurance amount, as elected by the NEO, and Mr. Hill will receive up to $1,500,000 as part of the Death & Total and Permanent Disablement benefit automatically provided to all Australian employees via their Superannuation (pension) fund contributions.

(6)

None of the NEOs, other than Ms. Caruso, qualifies for “Retirement” benefits. Upon retirement, Ms. Caruso would be eligible to receive her fiscal 2022 LPP payment based on actual performance. For purposes of the 2022 LPP payment amount reported in the table, we assumed a cash payment equal to 89.3% of target, which was the actual amount earned in respect of fiscal 2022 before the Company determined to pay approximately 55% in cash and deliver the remaining 45% in the form of a new RSU award. Ms. Caruso’s outstanding PSUs would remain outstanding and become earned based on actual performance at the end of the applicable performance period, prorated for the number of days worked during the vesting period.

(7)

In the event of a qualifying involuntary termination of employment unrelated to a change in control, all NEOs receive the following benefits under the Executive Severance Plan: (1) a lump sum cash payment equal to 1.5 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of the participant’s (x) base salary and (y) target annual incentive award; and (2) a lump sum cash payment equal to 1.5 times (for the Chair and CEO) or 1 times (for the other NEOs and covered executives) the sum of (x) the annual COBRA premium for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services. In addition, the participant’s unvested and outstanding equity awards that are scheduled to vest within the 9-month period following the date of termination will continue to vest in accordance with their original vesting schedule, but the NEOs do not recognize any value for these at the time of separation.

Post- Employment Arrangements with Ms. Hickton

Ms. Hickton separated from the Company without cause, effective June 3, 2022. Ms. Hickton entered into a separation agreement with the Company documenting her receipt of severance benefits for a qualifying termination of employment not in connection with a change in control, as provided for under the Company’s Executive Severance Plan, as well as her equity award agreements. These benefits include a lump sum cash severance payment of $2,131,019 to be paid six months after her separation date, of June 3, 2022, consisting of (i) a cash payment equal to the sum of Ms. Hickton’s current base salary and target annual incentive award, multiplied by her applicable severance multiplier, (ii) a cash payment associated with financial planning and executive physical services and (iii) cash in lieu of the payment she would have otherwise received under the LPP at target, prorated for the number of days Ms. Hickton worked in fiscal 2022, and continued vesting of her unvested equity awards that are scheduled to vest within the nine month period following her separation date (subject to the satisfaction of any applicable performance criteria). In exchange for these benefits, Ms. Hickton’s executed and did not revoke a release of claims in favor of the Company and is bound by various restrictive covenants, including perpetual non-disclosure of the Company’s trade secrets and confidential and proprietary information.

2023 Proxy Statement | LOGO     63


Equity Compensation Plan Information

The following table presents certain information about our equity compensation plans as of September 30, 2022:

    
Plan CategoryNumber of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants, and Rights
(Column A)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants,
and Rights
(Column B)
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(excluding Securities
Reflected in
Column A)
(Column C)
    

    Equity compensation plans approved by shareholders (1)

439,349$35.774,047,827
    

    Equity compensation plans not approved by shareholders

—  —  —  
    

    Total

439,349$35.774,047,827

(1)

The number in Column A excludes purchase rights accruing under the Jacobs Solutions Inc. 1989 Employee Stock Purchase Plan, as amended and restated (the ESPP), our broad-based, shareholder-approved employee stock purchase plan:. This plan gives employees the right to purchase shares at an amount and price that are not determinable until the end of the specified purchase periods, which occur monthly. Our shareholders have authorized a total of 31.0 million shares of common stock to be issued through the ESPP. From the inception of the ESPP through September 30, 2022, a total of 28.1 million shares have been issued, leaving 2.9  million shares of common stock available for future issuance at that date.

Pay Ratio

The following table sets forth the ratio of our CEO’s total compensation to that of our median employee for fiscal 2022.

CEO total annual compensation

14,615,521

Median Employee total annual compensation

83,173

Ratio of CEO to Median Employee total annual compensation

176 to 1

SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices. The pay ratio above is a reasonable estimate calculated in a manner consistent with SEC rules, as well as the methodology described below.

To calculate the 2022 CEO pay ratio, we used annual base compensation as the consistently applied compensation measure and selected June 30, 2022 as our measurement date. For full-time, salaried employees, annual base compensation was base salary, and for part-time, temporary and seasonal employees, it was hourly rate multiplied by hours worked. We annualized salaries and wages for our full and part-time employees who were not employed for the full year. For purposes of this disclosure, we used the U.S. dollar equivalent of the local currency, based on the average exchange rate for the three months period ended June 30, 2022 for each such foreign currency. Using this methodology, we determined that our median employee was a full-time, salaried employee located in the U.S. After identifying the median employee, we calculated such median employee’s total annual compensation in the same manner as we calculated our CEO’s total annual compensation in the Summary Compensation Table on page 56.

As permitted by SEC rules, we excluded all non-U.S. employees in each of the following countries in determining our median employee: Armenia, China, Czechia, Finland, Greece, Hong Kong, Indonesia, Israel, Japan, Kazakhstan, Republic of Korea, Kuwait, Malaysia, Netherlands, Panama, Philippines, Qatar, Romania, Saudi Arabia, Singapore, Slovakia, South Africa, Sweden, Switzerland, Taiwan, Thailand and Ukraine. In aggregate, we excluded a total of 2,074 employees from 27 countries, representing less than 5% of the Company’s total workforce of approximately 59,000 people on June 30, 2022.

64    LOGO  | 2023 Proxy Statement


PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

What are You Voting on?

We are providing shareholders with the opportunity to cast an advisory vote regarding the frequency of advisory votes on executive compensation, commonly known as “say-on-pay” votes. Shareholders may vote on whether the advisory vote on executive compensation should occur every one, two or three years. We are required to hold an advisory vote regarding the frequency of “say-on-pay” votes every six years. The Company’s shareholders were last provided with the opportunity to vote on the frequency of “say-on-pay” votes in 2017. The shareholders voted in favor of holding “say-on-pay” votes every year and the Board of Directors adopted this standard.

As discussed above, the Board of Directors believes that our current executive compensation programs directly link executive compensation to our financial performance and align the interests of our named executive officers with those of our shareholders. The Board believes that giving our shareholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named executive officers is a good corporate governance practice and is in the best interests of our shareholders. An annual advisory vote allows our shareholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement on a frequent basis.

The proxy card provides for four choices and shareholders are entitled to vote on whether the advisory vote on executive compensation should be

held every year, every two years or every three years, or to abstain from voting.

The result of this advisory vote on the frequency of the vote on executive compensation is not binding on the Company, the Board of Directors or the Compensation Committee, and will not be construed as overruling a decision by the Company, the Board of Directors or the Compensation Committee or creating or implying any additional fiduciary duty for the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors values the opinions that shareholders express in their votes and in dialogue that the Company has with its shareholders and will consider the outcome of the vote and shareholder feedback when deciding how frequently to conduct the advisory vote on executive compensation. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct “say-on-pay” votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to its executive compensation programs.

What is the Voting Requirement?

The frequency (every year, every two years, or every three years) receiving the highest number of votes will be deemed to be the choice of our shareholders with respect to the non-binding, advisory vote on the frequency of “say-on-pay” votes. Abstentions and broker non-votes will have no effect of the outcome of the advisory vote.

The Board of Directors unanimously recommends that you vote to hold the advisory vote on the Company’s executive compensation EVERY YEAR.

2023 Proxy Statement | LOGO     65


PROPOSAL NO. 4 — APPROVAL OF AMENDMENT AND RESTATEMENT OF THE JACOBS SOLUTIONS INC. 1999 STOCK INCENTIVE PLAN

What are you voting on?

At the Annual Meeting, shareholders will be presented with a proposal to approve the Company’s 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan is not a new plan. Rather, it is an amendment and restatement of the Company’s current Stock Incentive Plan (the “Current Plan”) that renames, amends and restates the Current Plan to make certain changes, including the following:

To extend the termination date until January 24, 2033 (i.e. 10 years after the date of the Annual Meeting). This is the main purpose of the amendment and restatement as the Current Plan will expire unless the term is extended;

To revise the share counting provision with respect to “full value” awards (i.e. awards other than stock options or stock appreciation rights) granted after January 24, 2023 so that all awards under the 2023 Plan will count against the share reserve on a 1:1 basis; and

To make certain other clarifying and administrative changes, including clarifying that the one year minimum vesting provision applies to all awards and no awards shall be entitled to receive dividends or dividend equivalents unless and until the underlying awards vests.

The Board has determined that it is in the best interests of the Company and its shareholders to approve this Proposal.

The Board recommends voting for the 2023 Plan for the following reasons:

Long-term equity is a key component of our compensation programs.

Equity awards granted thereunder will align participant and shareholder interests.

The 2023 Plan will enhance our compensation governance practices.

The 2023 Plan will be our sole active plan for granting equity awards to officer and employees.

Limitations on our ability to grant equity awards to employees will have significant negative consequences to us and shareholders.

The Company has continuously managed its equity compensation program thoughtfully and responsibly and will continue to do so.

What is the vote requirement?

The affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote is necessary to approve the amendment and restatement of the Stock Incentive Plan. Abstentions have the same effect as a vote against the proposal. Broker nonvotes will have no effect on the outcome of the proposal.

The Board of Directors unanimously recommends that you vote FOR the amendment and
restatement of the 1999 Stock Incentive Plan.

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Executive Summary

At the Annual Meeting, shareholders will be presented with a proposal to approve the 2023 Plan (which is an amendment and restatement of the Current Plan), to make certain changes including, but not limited to, the following:

Extending the termination date until January 24, 2033 (i.e. 10 years after the date of the Annual Meeting);

Amending the share counting provision to provide that “full value” awards (i.e. awards other than stock options or stock appreciation rights) will count against the share reserve on a 1:1 basis if granted after January 24, 2023. Under the Current Plan, full value awards count as 1.92 shares against the share reserve. This change in methodology is expected to simplify administration of the 2023 Plan;

Clarifying that all awards are subject to a minimum vesting schedule of at least one year, except for the permitted 5% basket;

Providing that dividends or dividend equivalent rights will not be received by participants unless and until the underlying award vests and settles, which incorporates the Company’s current practice into the 2023 Plan;

Eliminating obsolete provisions related to the qualified performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which was repealed by the Tax Cuts and Jobs Act of 2017, while retaining individual award limits that are not required but the Board considers good governance practices;

Restricting the ability of a participant to assign, transfer or hedge any awards or any rights and obligations thereunder, other than by will, the laws of descent and distribution or to any trust for the benefit of the participant’s immediate family;

Specifying that awards are subject to the terms of any clawback policy that the Company has or may implement in the future;

Expanding the definition of “Cause” to include willful violation of the Company’s Code of Conduct or any material Company policy and material breach of any restrictive covenant obligations; and

Adding certain clarifying and administrative provisions, including provisions related to choice of forum, waiver of a jury trial, waiver of claims, third-party beneficiaries and successors and assigns.

The Current Plan currently utilizes a “fungible share ratio” under which options and stock appreciation rights reduce the share reserve on a 1-for-1 basis, but “full value” awards reduce the share reserve on a 1.92-for-1 basis. With the proposed change, all awards will reduce the share reserves on a 1-for-1 basis. We have not included options or stock appreciation rights in our incentive plans since 2016, making the fungible ratio unnecessary. The Company has demonstrated prudent share usage as evidenced by our comparatively low incremental dilution from management equity awards at a three-year average of 0.5%. We are not requesting an increase in the number of shares authorized under the 2023 Plan.

Background

On November 17, 2022, the Board unanimously approved the 2023 Plan, subject to approval by the Company’s shareholders at the Annual Meeting. In order for the 2023 Plan to take effect, it must be approved by the Company’s shareholders. If the 2023 Plan is not approved by the Company’s shareholders, the Company’s sole active plan for granting equity awards to officers and employees will terminate according to its terms, except with respect to awards then outstanding under such plan.

Reasons for Voting for the Proposal

Long-term equity is a key component of our compensation programs. Equity awards help to attract, motivate, and retain talented employees.

Awards granted under the 2023 Plan align participant and shareholder interests. Equity awards, whose value depends on our stock performance and which require continued service over time before any value

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can be realized, link participant compensation to Company performance and maintain a culture based on employee stock ownership.

The 2023 Plan enhances our compensation governance practices. The 2023 Plan incorporates minimum vesting requirements, limitations on dividends, and prohibitions on hedging to ensure alignment between the participant and our shareholders. It also clarifies that awards are subject to any Company clawback policy in effect from time to time.

The 2023 Plan will be our sole active plan for granting equity awards to our officers and employees. The Current Plan was amended to extend the termination date to January 24, 2023. If shareholders do not approve the 2023 Plan, the Company’s sole plan for granting equity awards to our officers and employees will expire according to its terms and we will lose access to an essential compensation tool in the labor markets in which we compete.

Limitations on our ability to grant equity awards would have significant negative consequences to us and shareholders. One alternative to using equity awards would be to significantly increase cash compensation. Any significant increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for operations and investment in our business and would negatively impact our ability to attract, motivate, and retain employees.

We manage our equity compensation program thoughtfully and responsibly. We manage our long-term shareholder dilution by limiting the number of equity awards granted annually and limiting what we grant to what we believe is an appropriate amount of equity necessary to attract, reward, and retain employees. We are also mindful of the ratio of our stock-based compensation expense to our revenues over time.

Overview of the 2023 Plan

The principal features of the 2023 Plan are summarized below, but such description is qualified in its entirety by reference to the full text of the 2023 Plan, which is included as Annex A to this Proxy Statement. All capitalized terms not defined in this Proposal 4 will have the meanings set forth in Annex A to this Proxy Statement.

Purpose

The purpose of the 2023 Plan is to advance the long-term objectives of the Company and its related companies by encouraging and enabling the acquisition of a financial interest in the Company by the employees of the Company and its related companies. In addition, the 2023 Plan is intended to attract and retain employees and to align and strengthen their interests with those of the Company’s shareholders.

Eligibility for Awards

Any employee of the Company or a related company is eligible to receive awards under the 2023 Plan. Generally, on an annual basis between 500 and 600 employees, including all executive officers, are considered for awards by the Compensation Committee.

Administration

The Compensation Committee administers the 2023 Plan and has broad authority to do so, including determining who receives the awards, the number of shares subject to each award, the duration of each award, the times within which options may be exercised and any other terms and conditions of the awards, at grant or while outstanding, including without limitation, vesting conditions, pursuant to the terms of the 2023 Plan. The Compensation Committee also has the authority to interpret the 2023 Plan, establish the rules and regulations relating to the 2023 Plan, correct any defect, omission, or inconsistency therein and subject to any limitations set forth in the 2023 Plan and amend the 2023 Plan, including to reflect changes in applicable law.

Further, subject to certain exceptions and the limitations provided in the 2023 Plan, the Compensation Committee may appoint one or more separate subcommittees composed of one or more directors of the Company, which, unlike the Compensation Committee, may also include employee directors, to administer the 2023 Plan.

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Shares and Share Counting

Subject to adjustment as provided in this paragraph and under “Adjustment of Awards ” below, the total number of shares that may be issued pursuant to awards under the 2023 Plan may not exceed 29,850,000 shares (which represents the aggregate number shares previously authorized for issuance under the Current Plan). As indicated previously, the Company is not requested an increase in the share reserve under the 2023 Plan, but is amending the 2023 Plan to eliminate the fungible share counting provision. For this purpose, every share transferred pursuant to an award granted (1) after September 28, 2012 and prior to January 24, 2023 (a “Prior Award”) (i) that is an option to purchase shares (“Option”) or stock appreciation right (“SAR”) will count as one share and (ii) that is an award other than an Option or SAR will count as 1.92 shares, and (2) on or after January 24, 2023 (a “Subsequent Award”) will count as one share.

If any Prior Awards or Subsequent Awards are forfeited, Subsequent Awards may be issued with respect to the shares covered by such awards. For purposes of determining the amount of shares that may be issued pursuant to such Subsequent Awards, (1) in respect of a forfeited Prior Award, (i) a forfeited Option or SAR, will be counted as one share per each share covered, and (ii) an award other than Options or SARs, will be counted as 1.92 shares per each share covered, and (2) in respect of a forfeited Subsequent Award, a forfeited Subsequent Award will be counted as one share per each share covered by the forfeited Subsequent Award.

In the event that withholding tax liabilities arising from an award other than an Option or SAR are satisfied by the withholding of shares by the Company, then the shares so withheld up to the minimum required tax withholding rate will again be available for awards under the 2023 Plan and will count as 1.92 shares for each share so tendered or withheld in respect of Prior Awards and one share for each share so withheld in respect of Subsequent Awards. Any Subsequent Awards that are forfeited, expired or are settled for cash, to the extent of such forfeiture, expiration or cash settlement will be available for future grants of awards under the 2023 Plan and will be added back in the name number of shares as were deducted in respect of the grant of such Subsequent Award.

The following shares will not be added to the shares authorized for issuance under the 2023 Plan: (i) shares tendered by a participant in payment of the purchase price of an Option, (ii) shares tendered by a participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or SARs, (iii) shares subject to a SAR, and (iv) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options.

Awards under the 2023 Plan

Stock Options

The Company may grant Options, including incentive stock options (“ISOs”), under the 2023 Plan. The Option price per share may not be less than 100% of the fair market value of a share on the grant date. The Option term may not exceed ten years from the grant date; provided that if on the last business day of the term (i) the exercise of the Option, other than an ISO, is prohibited by applicable law or (ii) shares may not be purchased or sold due to a “black-out period” or a “lock-up” agreement, the term will be extended for 30 days following the end of the legal prohibition, black-out period or lock-up agreement.

The Compensation Committee will determine whether an Option is an ISO. No more than 29,850,000 shares may be awarded as ISOs (subject to adjustment as described below under “Adjustment of Awards”) and the aggregate fair market value (determined on the grant date) of the common stock with respect to which ISOs are first exercisable in an calendar year may not exceed $100,000 for such employee.

The purchase price payable upon the exercise of an Option is payable in full in cash or cash equivalents, by tendering previously acquired shares valued at their then fair market value, through any other method specified in an award agreement (including same-day sales through a broker), or through any combination of the foregoing. No dividends or dividend equivalent rights shall be paid or accrued on Options.

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Stock Appreciation Rights

The Company may grant SARs independent of or in connection with any award. The grant price per share of a SAR may not be less than 100% of the fair market value of a share on the grant date. The term of a SAR may not exceed ten years from the grant date; provided that if on the last business day of the term (i) the exercise of the SAR is prohibited by applicable law or (ii) shares may not be purchased or sold due to a “black-out period” or a “lock-up” agreement, such term will be extended for 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Upon exercise of a SAR, the holder of such SAR will have the right to receive from the Company the excess of the fair market value on the exercise date over the grant price of the SAR. Unless otherwise provided in the award agreement, the Compensation Committee will determine in its sole discretion whether payment will be made in cash, shares, or any combination thereof. No dividends of dividend equivalent rights shall be paid or accrued on SARs.

Restricted Stock and Restricted Stock Units

The Company may award and issue restricted stock and restricted stock units (“RSUs”) under the 2023 Plan. Restricted stock is common stock of the Company subject to certain restrictions on transfer. RSUs are awards denominated in units of common stock, which subject to satisfaction of any vesting and/or other terms and conditions, entitle a recipient to the issuance of one share of common stock (or such equivalent value in cash) in settlement of the award. Additionally, the Board may establish procedures pursuant to which the payment of any restricted stock and/or RSU may be deferred, including under the Company’s Executive Deferral Plan.Awards of restricted stock and/or RSUs may be subject to time-based and/or performance-based vesting conditions.

Unless otherwise provided in the award agreement, holders of restricted stock will be shareholders of the Company and have all rights as shareholders from the grant date, including the right to vote such shares and receive all distributions made with respect to such shares, provided that any such distributions will not be distributed unless and until the underlying restricted stock vests. To the extent RSUs (including RSUs that vest solely based on the passage of time and RSUs that vest subject to performance-based criteria (“PSUs”)) are entitled to dividend-equivalent rights, such dividend equivalents rights will not be paid unless and until the underlying RSU or PSU vests.

Incentive Bonus Awards

The Company may award incentive bonuses either alone or in addition to other awards. Incentive bonuses may be payable pursuant to one or more sub-plans or programs. Each incentive bonus will entitle the recipient to a future cash payment based on the achievement of one or more objectively-determined performance goals or criteria established for a performance period determined by the Compensation Committee.

Performance-Based Awards

The Compensation Committee may specify that an award or a portion of an award be based on one or more qualifying performance criteria selected by the Compensation Committee and specified at the time the award is granted. The Compensation Committee will determine the extent to which any performance criteria has been satisfied, and the amount payable pursuant to the award, prior to payment, settlement or vesting.

In no event may an employee be granted awards that are intended to be “performance-based” awards covering more than 1,000,000 shares in the aggregate in a single calendar year (subject to adjustment as described below under “Adjustment of Awards”) or that are denominated in cash under which more than $5,000,000 may be earned for each 12 months in the performance period.

Minimum Vesting Period

All awards are subject to a minimum vesting schedule of at least 12 months following the grant date of the award (including any performance-based awards, which will be subject to a minimum performance period of at least 12 months), subject to accelerated vesting in the Compensation Committee’s discretion in the event of the

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death, Disability, Retirement or Qualifying Termination or a Change in Control (each as defined in the 2023 Plan), provided that up to 5% of the number of shares available for issuance on the effective date of the 2023 Plan may be granted from time to time pursuant to awards which are not subject to the foregoing minimum vesting requirements.

Adjustment of Awards

In the event of any merger, reorganization, consolidation, combination of shares or spin-offs, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, or other change in corporate structure affecting the shares or the value thereof or otherwise, the Compensation Committee or Board will make appropriate adjustments and other substitutions, if any, as it deems equitable and appropriate, including adjustments in the number, class and kind of securities that may be delivered under the 2023 Plan, the number of shares subject to any outstanding award and the option or exercise price, if any, thereof. Adjustments may provide for the elimination of fractional shares (that would otherwise become subject to the award) without payment.

Termination of Employment and Change in Control

Except as may otherwise be set forth in an award agreement, individual employment agreement between a participant and the Company or a Related Company or a severance or other plan adopted by the Company or a Related Company pertaining to a participant, Schedule A and Schedule B to the 2023 Plan set forth the treatment of awards upon a termination of employment, other changes of employment or employee status and a Change in Control, which are as follows:

Due to Retirement:

-

Options and SARs: Any unvested Options and SARs are forfeited upon Retirement and vested Options and SARs may be exercised through the date specified in the award agreement.

-

Restricted Stock and RSUs: Any restricted stock and RSUs are forfeited upon Retirement.

Due to Disability or death:

-

Options and SARs: All Options and SARs become immediately vested and distributed accordingmay be exercised through the date specified in the award agreement.

-

Restricted Stock and RSUs: The restrictions on all restricted stock immediately lapse and any RSUs become immediately vested, however, any awards of PSUs and/or restricted stock subject to the normalperformance-based vesting schedule,criteria will remain outstanding and continue to vest based upon the Company’son actual performance through the end of the applicable performance period, assuming it is constantperiod.

Due to a Qualifying Termination within two years following a Change in Control:

-

Options and SARs: All Options and SARs become immediately vested and exercisable through the earlier of the date specified in the award agreement or two years following the date of termination.

-

Restricted Stock and RSUs: The restrictions on all restricted stock immediately lapse and RSUs become immediately vested, with expectedPSUs and/or restricted stock subject to performance-based vesting criteria paid based on actual performance as of the enddate of the current fiscal year.

(6)Upon a termination by the Company without Cause, Mr. Mandel would become entitled to an amount equal to 12 months of his then current base salary and the cost of COBRA benefits for 12 months.termination.

As part of Mr. Demetriou’s offer letter, if he is terminated by the Company without “cause” or resigns for “good reason” prior to August 17, 2018 (the third anniversary of his start date), certain RSUs granted to Mr. Demetriou pursuant to his offer letter, to the extent unvested, will become subject to accelerated vesting. Mr. Mandel has an employment agreement that provides severance benefits includingone-year base salary and the cost of COBRA coverage for

For reasons other than (i) a period of 12 months if he is terminated by the Company without “cause”; subject to his execution on and non-revocation of a general release in favor of the Company. No other NEO has an employment agreement that provides for termination, severance orchange-in-control benefits.

Some elements of executive compensation are affected either by an approved retirement, death or Disability or by a Change in Control (as these terms are defined in the Stock Incentive Plan). Pursuant to the Stock Incentive Plan:

In the case of options, unless otherwise provided in the applicable award agreement, if employment terminates (i) upon, orQualifying Termination within two years following a Change in Control, in a Qualifying Termination (as defined in the Stock Incentive Plan), all options vest immediately and are exercisable until the earlier of the second anniversary of the Qualifying Termination(ii) Disability, (iii) Retirement or the expiration of the term of the option, (ii) upon death or Disability, all options vest immediately and are exercisable for the term of the option; or (iii) upon approved retirement, all unvested options are forfeited and vested options are exercisable for the term of the option;(iv) death:

-

Options and SARs: Any unvested Options and SARs are forfeited and any vested Options and SARs may be exercised through the date specified in the award agreement.

-

Restricted Stock and RSUs: Any restricted stock and RSUs are forfeited.

In the case of restricted stock, RSUs and PSUs granted on or after May 26, 2011, if employment terminates upon death or Disability, unless otherwise provided in the award agreement, all restricted stock, RSUs and PSUs vest immediately; provided, however, that any awards of restricted stock that are subject to performance-based vesting criteria and/or PSUs shall remain outstanding and continue to vest or become earned based upon the Company’s actual performance through the end of the applicable performance period

in the case of restricted stock, RSUs and PSUs, if employment terminates upon, or within two years followingevent a Change in Control occurs and awards are not assumed and continued by the acquiring corporation in a Qualifying Termination, all restricted stock, RSUsthe transaction, (i) Options and PSUs vest immediately; provided, however, that any awards of restricted stock units that are subject to performance-based vesting criteria and/or PSUs shall be paid at a level based uponSARs will become immediately vested and exercisable through the Company’s actual performance asdate of the Qualifying Termination, except with respect toChange in Control, and will expire on the PSUs, with respect whichdate of such Change in Control; provided that the following performance criteria apply:
in the case of NEG Based Awards granted prior to fiscal 2016, the number of earned Net Earnings Based Awards will be determined based upon performance through the March 31 immediately preceding or coinciding with the date of the Change in Control, plus an additional number of shares, not less than zero, equal to (A) the number of the target shares awarded multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average annual growth in the Company’s Net Earnings through the end of the last fiscal quarter completed on or prior to the date of the Change in Control, minus (B) the amount determined based upon performance through the March 31 immediately preceding or coinciding with the date of the Change in Control;
in the case of TSR Based Awards granted prior to fiscal 2016, the TSR Performance Multiplier shall be determined based upon the Company’s TSR and the TSR of each of the companies in the industry peer group through the date of the Change in Control (and, with respect to the Company, taking into account the consideration per share to be paid in the Change in Control transaction);

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employee is

 

 in the case of EPS Based Awards granted in fiscal 2016, (a) if the Change in Control occurs prior to the last day of fiscal year 2016, the performance multiplier for such PSU grant will be 100%; and (b) if the Change in Control occurs upon or after the last day of fiscal year 2016, the number of EPS Based Awards will be determined based upon performance through the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control, plus an additional number of PSUs not less than zero, equal to (A) the number of target EPS Based Awards multiplied by the EPS Performance Multiplier determined based upon the applicable Compound Annual EPS Growth Rate in the Company’s EPS through the end of the last fiscal quarter completed on or prior to the date of the Change in Control, minus (B) the amount determined based upon performance through the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control;
 in the case of TSR Based Awards granted in fiscal 2016, (a) if the Change in Control occurs prior to the last day of fiscal year 2016, the performance multiplier for such PSU grant will be 100%; and (b) if the Change in Control occurs upon or after the last day of fiscal year 2016, the Relative TSR Performance Multiplier shall be determined based upon the Company’s TSR and the TSR of each of the companies in the industry peer group through the date of the Change in Control (and, with respect to the Company, taking into account the consideration per share to be paid in the Change in Control transaction);
 in the case of EPS Based Awards granted in fiscal 2017, (a) if the Change in Control occurs prior to the last day of fiscal year 2017, the performance multiplier for such PSU grant will be 100%; and (b) if the Change in Control occurs upon or after the last day of fiscal year 2017, the number of EPS Based Awards will be determined based upon performance through the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control, plus an additional number of PSUs not less than zero, equal to (A) the number of target EPS Based Awards multiplied by the EPS Performance Multiplier determined based upon the applicable Compound Annual EPS Growth Rate in the Company’s EPS through the end of the last fiscal quarter completed on or prior to the date of the Change in Control, minus (B) the amount determined based upon performance through the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control; and
2023 Proxy Statement | LOGO      in the case of ROIC Based Awards granted in fiscal 2017, (a) if the Change in Control occurs prior to the last day of fiscal year 2017, the ROIC Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 2017, the ROIC Performance Multiplier shall be determined based upon the Company’s annual average ROIC over the period starting on the first day of fiscal 2017 and ending on the Change in Control, based on information available as of the date of the Change in Control (and, with respect to the Company, taking into account the consideration per share to be paid in the Change in Control transaction).
 71 See “Compensation Discussion and Analysis—Compensation Elements—Equity-Based Compensation—Fiscal 2017 Equity Awards” for a discussion of the computation of the EPS and ROIC Performance Multipliers.
In the case of PSUs granted on or after May 22, 2014, if employment terminates as a result of an employee’s retirement, the award shall remain outstanding and continue to become earned based upon the Company’s actual performance through the end of the applicable performance period; provided, however, that only apro-rated portion (based on the number of days during the performance period that the employee was employed by the Company) of the award will become vested, with the remainder of the award forfeited.

For purposes of the MIP and the Stock Incentive Plan, “Retirement” means a person’s voluntary resignation from employment (i) at age 65 or older or (ii) at age 60 or older with 10 or more years of service with the Company.

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For

given at least 15 days’ notice of such termination and the purposesopportunity to exercise outstanding Options during such notice period and (ii) the restrictions on restricted stock and RSUs will lapse immediately and such restricted stock and RSUs will become immediately vested, with PSUs and/or restricted stock subject to performance-based vesting criteria paid based on actual performance as of the applicable Change in Control.

Restrictions on Transfer and Assignment; No-Hedging

No award (or any rights and obligations thereunder) granted to any person under the 2023 Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner, other than (i) by will, (ii) by the laws of descent and distribution or (iii) to any trust established solely for the benefit of the applicable participant or any spouse, children or grandchildren of such participant, and all such awards (and any rights thereunder) will be exercisable during the life of the participant in the 2023 Plan only by the participant or the participant’s legal representative. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of these restrictions will be null and void and any award that is hedged in any manner will immediately be forfeited. All of the terms and conditions of the 2023 Plan and the award agreements will be binding upon any permitted successors and assigns. After the shares subject to an award have been issued, or in the case of restricted stock awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Company’s trading policies as may be in effect from time to time and applicable law.

Clawback Recapture Policy

Awards under the 2023 Plan will be subject to any clawback or recapture policy adopted by the Company from time to time and, in accordance with such policy, may be subject to the requirement that the awards (including any dividends, dividend equivalent rights, or other distributions paid to the holder in respect of such awards) be repaid to the Company after they have been distributed to the holder.

Effectiveness; Termination of Plan

The 2023 Plan will become effective upon its approval by the Company’s shareholders at the Annual Meeting, and will terminate on January 24, 2033. If, however, the 2023 Plan is not approved by the Company’s shareholders, the Company’s sole active plan for granting equity awards to officers and employees will terminate according to its terms on January 24, 2023, except with respect to awards then outstanding under such plan.

Amendment of Plan

The Compensation Committee may terminate, suspend, alter or amend the 2023 Plan as it deems advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the shares are traded. The Compensation Committee may not amend the 2023 Plan in any manner that would violate Rule 16b-3 of the 1934 Act. In addition, the Compensation Committee may not, without the approval of the Board and the Company’s shareholders (to the extent required by such applicable law), amend the 2023 Plan to: (a) increase the number of shares that may be the subject of awards under the 2023 Plan (subject to adjustment as described below under “Adjustment of Awards”); (b) expand the types of awards available under the 2023 Plan; (c) materially expand the class of persons eligible to participate in the 2023 Plan; (d) amend the 2023 Plan to eliminate the requirements relating to minimum exercise price, minimum grant price and shareholder approval; (e) increase the maximum permissible term of any Option or the maximum permissible term of SAR; (f) increase any of the limitations discussed above “Performance-Based Awards;” or (g) take any other action that requires shareholder approval under by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Company’s common stock is traded.

In addition, the Compensation Committee may not (except as described below under “Adjustment of Awards” or in connection with a Change in Control) without approval of the Board and the Company’s shareholders, cancel an option or SAR in exchange for cash when the exercise or grant price per share exceeds the fair market value of

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one share or take any action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Company’s common stock is traded, including a reduction of the exercise price of an option or the grant price of a SAR or the exchange of an Option or SAR for another award. In addition, except as permitted under the 2023 Plan, no amendments to or termination of the 2023 Plan is permitted that would impair the rights of a participant in any material respect under any award previously granted without such participant’s consent. All outstanding awards granted under the 2023 Plan prior to an amendment or restatement of such plan will remain subject to the terms of the 2023 Plan; provided, that no awards granted or awarded prior to the effectiveness of such amendment or restatement that are materially adversely affected by the changes in the 2023 Plan will be subject to such provisions without the prior consent of the applicable participant.

Stock Incentive Plan Benefits

Because benefits under the 2023 Plan will depend on the Compensation Committee’s actions (including a determination of who will receive future awards and the terms of those awards) and the fair market value of a share of the Company’s common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the 2023 Plan is approved by the shareholders. The 2023 Plan does not have set benefits or amounts, and no grants or awards have been made by the Compensation Committee or the board that are conditioned upon shareholder approval of the 2023 Plan.

For illustrative purposes, the following termstable shows the number of awards made under the Current Plan in fiscal 2022 to our named executive officers, all current executive officers as a group, and all employees, other than executive officers, as a group. Such grants were not subject to shareholder approval of the 2023 Plan and would not have changed if the following definitions:2023 Plan had been in effect:

 

    
Name and Position  Dollar Value (1)   RSUs Awarded (2)   Target PSUs
Awarded (3)
 
    

Steven J. Demetriou
Chair and CEO

   $12,000,106    33,010    49,516 
    

Kevin C. Berryman
President, CFO

   $3,200,038    8,803    13,204 
    

Joanne E. Caruso
Executive Vice President, Chief Legal and Administrative Officer

   1,600,092    4,402    6,602 
    

Dawne S. Hickton
Former Executive Vice President, President, CMS

   $2,300,095    6,326    9,492 
    

Patrick X. Hill
Executive Vice President, President, P&PS

   $1,350,132    3,713    5,572 
    

Robert V. Pragada
President and COO

   $5,000,068    13,754    20,632 
    

All Current Executive Officers as a Group

   $25,025,828    69,210    103,826 
    

All Employees, Other than Current Executive Officers, as a Group

   $36,243,256    205,738    49,778 

(1)

This column represents the grant date fair value of stock awards granted under the Stock Incentive Plan in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718), consistent with the valuation approach described in Footnote 2 to the Summary Compensation Table on page 56. The amounts in, this column reflects the combined value of RSUs and PSUs granted in November 2021 (with PSUs reflecting target performance).

(2)

This column corresponds to the number of RSUs granted in fiscal 2022.

(3)

This column corresponds to the number of PSUs granted in fiscal 2022, assuming target performance levels.

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“Cause” means (unless otherwise expressly provided in an award agreement

Tax Withholding

The Company has the right under the 2023 Plan to make all payments or another contract, including an employment agreement) the Company’s terminationdistributions net of applicable taxes required to be withheld as a result of the employee’s employment with the Company following the occurrencegrant of any oneaward, the exercise of an Option or moreSAR, the delivery of shares or cash, the following: (1)lapse of any restriction in connection with any award or any other event occurring pursuant to the employee is convicted2023 Plan. The Company may, at its discretion, delay the delivery of shares or pleads guilty or nolo contenderecash due to a felony; (2) the employee willfully and continually fails to substantially perform the employee’s duties with the Company after written notification by the Company; (3) the employee willfully engages in conduct that is materially injurious to the Company, monetarily or otherwise; (4) the employee commits an act of gross misconductparticipant in connection with the performancesettlement of an award to ensure arrangements have been made for the remittance of all taxes due by such participant and the Company has the authority to deduct taxes from any payment due to a participant if such participant fails to make tax payments. The Compensation Committee is authorized to establish procedures for the election by participants to satisfy tax payment obligations by tendering previously acquired shares or directing the Company to retain such shares up to the maximum tax withholding rate for the participant.

Awards to Employees Outside the United States

Employees of the employee’s dutiesCompany and its Related Companies located outside the United States are eligible to receive awards under the Company;2023 Plan. Since the laws, including tax laws and policies, of the countries where these employees are located may differ from those of the United States, the 2023 Plan gives the Compensation Committee the power to adopt special terms and conditions for awards being granted to employees outside the United States in order to comply with the laws, policies and customs of the countries involved. These special terms and conditions may be set forth in the award agreements with such employees, and the Compensation Committee may approve, among other things, sub-plans or (5)amendments, restatements or alternative versions of the employee materially breaches any employment, confidentiality or other similar agreement between2023 Plan as it deems appropriate to implement the special terms. However, the 2023 Plan does not permit the Compensation Committee to approve terms and conditions for awards that are inconsistent with the terms and conditions of the 2023 Plan as then in effect.

U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences to the Company and the employee.

“Changeparticipating employees in Control” means,connection with the 2023 Plan under existing applicable provisions of the Code and the accompanying regulations. The discussion is general in nature and does not address issues relating to the income tax circumstances of any individual employee. The discussion is based on federal income tax laws in effect on the date of this Proxy Statement and is, therefore, subject to possible future changes in the law. The discussion does not address the consequences of state, local or foreign tax laws.

Nonqualified Stock Options — An employee will not recognize any income upon receipt of an Option, and the Company will not be entitled to a deduction for federal income tax purposes in the year of grant. Ordinary income will be realized by the holder at the time the Option is exercised and the shares are transferred to the employee in an amount equal to the difference, if any, between the Option exercise price and the fair market value of the shares on the date of exercise.

Incentive Stock Options — An employee will not recognize any income upon receipt of the ISO, and the Company will not realize a deduction for federal income tax purposes. However, the difference between the fair market value of a share on the date of grant and the ISO exercise price is a tax preference item that may subject the optionee to the alternative minimum tax. If the optionee does not dispose of the ISO shares within two years from the date the ISO was granted or within one year after the shares were transferred to him or her on exercise of the ISO, then that portion of the gain on the sale of the shares that is equal to the difference between the sales price and the ISO exercise price will be treated as a long-term capital gain. The Company will not be entitled to a deduction either at the time the employee exercises the ISO or subsequently sells the ISO shares. However, if the employee sells the ISO shares within two years after the date the ISO is granted or within one year after the date the ISO is exercised, then the sale is considered a disqualifying sale, and the spread on exercise will be taxed as ordinary income. The balance of the gain will be treated as long- or short-term capital gain depending on the length of time the employee held the stock. If the shares decline in value after the date of exercise, the compensation income will be limited to the difference between the sale price and the amount paid for the shares.

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The tax will be imposed in the year the disqualifying sale is made. The Company will be entitled to a deduction equal to the ordinary income recognized by the employee.

With respect to both Options and ISOs, special rules apply if an employee uses shares already held by the employee to pay the exercise price or if the shares received upon exercise of the Option or ISO are subject to a substantial risk of forfeiture by the employee.

Stock Appreciation Rights — Upon exercise of a SAR, an employee will recognize taxable income in an amount equal to the aggregate cash received or the fair market value of the unrestricted shares received. In either such case, the Company will be entitled to an income tax deduction in the amount of such income recognized by the employee.

Restricted Stock — Employees will not recognize any income upon the grant of an award of restricted stock. Ordinary income will be realized by the employee in an amount equal to the fair market value of the shares on the date that the restrictions on transfer lapse. The Company will be entitled to a deduction at the same time and in the same amount as the ordinary income the employee is deemed to have realized. However, no later than 30 days after an employee receives the restricted stock, the employee may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of grant. Provided that the election is made in a proper and timely manner, when the restrictions on the shares lapse, the employee will not recognize any additional income. If the employee forfeits the shares to the Company (e.g., upon the participant’s termination prior to expiration of the restriction period), the employee may not claim a deduction with respect to the Company, a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”), provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at leasttwo-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the consummation of any merger or consolidationincome recognized as a result of which Jacobs common stock shallthe election.

Generally, when an employee disposes of shares acquired under the 2023 Plan, the difference between the sales price and his or her basis in such shares will be changed, convertedtreated as long- or exchanged (other than by merger with a wholly owned subsidiaryshort-term capital gain or loss depending upon the holding period for the shares.

Restricted Stock Units — Employees who are granted RSUs do not recognize income at the time of the Company)grant. When the award vests or any liquidationis paid, participants generally recognize ordinary income in an amount equal to the fair market value of the shares or cash delivered at such time, and the Company or any sale orwill receive a corresponding deduction.

Incentive Bonus — Employees who are granted incentive bonus awards recognize taxable ordinary income at the time the award is paid in an amount equal to the amount so paid, and the Company will receive a corresponding deduction.

Federal Income Tax Consequences to the Company — To the extent that a recipient recognizes ordinary income in the circumstances described above, the Company will be entitled to a corresponding deduction provided that, among other dispositionthings, the income meets the test of 50% or morereasonableness, is an ordinary and necessary business expense, and is not an “excess parachute payment” within the meaning of Section 280G of the assets or earning powerCode.

Impact of the Company; or (iv) the consummation of any merger or consolidation to which the CompanySection 409A– The 2023 Plan is a party as a result of which the persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the Board of Directors of the Company determines otherwise. Notwithstanding the foregoing, with respect to an award that is subject to Section 409A of the code, and if a Change in Control would accelerate the timing of payment thereunder, then the term “Change in Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the code and the authoritative guidance issued thereunder, but only to the extent inconsistent with the above definition, and only to the minimum extent necessaryintended to comply with Section 409A of the code as determined by the Compensation Committee.

“Disability” means the employee meets the definition of “disabled” under the termsCode. Any section of the long-term disability plan that would cause a grant of an award or the Companypayment, settlement or related company by whichdeferral thereof to fail Section 409A will be amended on a timely basis. If an award is subject to Section 409A, payments, including those made upon termination, are to be made in accordance with Section 409A and will be treated as separate for the employee is employed in effect on the date in question, whetherpurposes of Section 409A. If necessary to prevent an accelerated or not the employee is covered by such plan.
“Good Reason” means, without the employee’s consent (1)additional tax under Section 409A, delivery of cash or shares for nonqualified deferred compensation at a material reduction in the position, duties or responsibilities of the employee from those in effect immediately prior to such change; (2)time following a reduction in the employee’s base salary; (3) a relocation of the employee’s primary work location to a distance of more than fifty (50) miles from its location as of immediately prior to such change; or (4) a material breach by the Company of any employment agreement between the Company and the employee.
“Qualifying Termination” means aplan participant’s termination of an employee’s employment with the Company (i) by the Companywill be delayed for any reason other than for Cause or the employee’s death or Disability or (ii) by the employee for Good Reason.

For the purposessix months following such participants termination of Mr. Demetriou’s offer letter, “Cause” means (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of his employment with the Company; (ii) intentional damage to the Company’s assets; (iii) intentional engagement in any competitive activity which would constitute a breach of his duty of loyalty or of his contractual obligations; (iv) intentional breach of any of the Company’s written policies, including its confidentiality policy; (v) the willful and continued failure to substantially perform his duties for the Company (other than as a result of incapacity dueemployment.

 

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to physical or mental illness); (vi) failure by him to cooperate in any investigation of Jacobs by any governmental or self-regulatory authority, or in any internal investigation; or (vii) willful conduct by him that is demonstrably and materially injurious to Jacobs, monetarily or otherwise. For purposes of this paragraph, an act, or a failure to act, shall not be deemed willful or intentional, as those terms are used herein, unless it is done, or omitted to be done, by him in bad faith or without a reasonable belief that his action or omission was in the best interest of Jacobs. Failure to meet performance standards or objectives, by itself, does not constitute “Cause”. “Cause” includes any of the above grounds for dismissal regardless of whether Jacobs learns of the existence of such grounds before or after terminating his employment. For purposes of Mr. Demetriou’s offer letter, “Good Reason” has the definition set forth in the Internal Revenue Code (“Code”) Section 409A “safe harbor” definition, as described in Treasury RegulationSection 1.409A-1(n)(2)(ii). Notwithstanding the foregoing, a resignation will not be considered to be for Good Reason unless Mr. Demetriou’s resignation actually occurs not more than ninety (90) days following the initial existence of one or more of the applicable Good Reason conditions arising without his consent, and then only if he provides notice to Jacobs of the initial existence of such a condition, which describes such condition in detail, no less than ninety (90) days after the initial existence of the condition, and Jacobs does not remedy the condition within the thirty (30) days following its receipt of such notice.

For the purposes of Mr. Mandel’s employment agreement, “Cause” means (1) gross negligence or willful misconduct in respect to, or a material failure or refusal to continue the performance of, his duties and responsibilities as set forth in the agreement, which he fails to cure within twenty (20) days after having received written notice from the Company of the facts and circumstances that it contends constitute the above conduct; (2) material breach of any provision of the agreement or of his Employee Invention and Confidential Information Agreement, which he fails to cure within twenty (20) days after having received written notice from the Company of the facts and circumstances that it contends constitute a material breach; (3) the illness or incapacity (or other disability as defined in the Company’s disability plan in effect at the time of such disability) of Mr. Mandel of such a character so as to disable him from rendering services for a period of more than 90 days (whether or not consecutive) during any12-month period; (4) death; (5) material breach of, or material failure to abide by, the Company’s Corporate Policy Concerning Business Conduct, Integrity and Ethics (USA); (6) civil fraud, breach of fiduciary duty involving personal profit, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); and/or (7) breach of or failure to abide by the Company’s Drug, Alcohol, and Contraband Policy.

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PROPOSAL NO. 35 — RATIFICATION OF THE APPOINTMENT OF

ERNST & YOUNG LLP

 

What are you votingYou Voting on?

 

The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young” or “E&Y”)(EY) to audit the consolidated financial statements of the Company as of September 28, 2018,29, 2023, and for the fiscal year then ending.ended. At the Annual Meeting, shareholders will be asked to ratify the appointment of Ernst & Young.EY.

 

The Audit Committee’s decision tore-appoint our independent auditor was based on the following considerations:

 

•   The qualityEY’s integrity and performanceindependence, including the rotation of the leada new audit partner and the overall engagement team;for fiscal 2021

 

•   Ernst & Young’sEY’s competence and its compliance with regulations

•   EY’s global capabilities and technical expertise

•   EY’s business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team

•   EY’s knowledge of the Company’s operations and the industries and markets in which the Company operates;

•      Ernst & Young’s knowledge of the Company’s operations;

•      Ernst & Young’s global capabilities and technical expertise;

•      Ernst & Young’s independence and objectivity; andoperates

 

•   The potential impacteffectiveness of rotating to another independent audit firm.EY’s processes, including its quality control, timeliness and responsiveness, and communication and interaction with the Company’s leadership

 

•   EY’s efforts toward efficiency, including with respect to process improvements and fees

The Company is not required to submit the selection of the independent registered public accounting firm to shareholders for approval but is doing so as a matter of good corporate governance. If the appointment of Ernst & YoungEY is not ratified by a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote, then the Audit Committee will consider the appointment of other independent auditors whose selection for any period subsequent to the Annual Meeting will be subject to ratification by the shareholders at the 2019 annual meeting.2024 Annual Meeting.

 

Representatives of E&YEY are expected to attend the Annual Meeting in person, will have an opportunity to make a statement and are expected to be available to respond to appropriate questions.

What is the Vote Required?Voting Requirement?

 

The affirmative vote of a majority of the shares of common stock present, in person, via the virtual meeting platform or by proxy, at the Annual Meeting and entitled to vote is necessary to ratify the appointment of Ernst & YoungEY as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2018.29, 2023.

 

Abstentions have the same effect as a vote against the proposal.

 

 

The Board of Directors unanimously recommends that you voteFOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending
September 28, 2018.29, 2023.

 

 

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee hereby reports as follows:

 

 1.

Management has primary responsibility for the accuracy and fairness of the Company’s consolidated financial statements as well as the processes employed to prepare the financial statements, and the system of internal control over financial reporting.

 

 2.

The Audit Committee represents the Board of Directors in discharging its responsibilities relating to the Company’s accounting, financial reporting, financial practices and system of internal controls. As part of its oversight role, the Audit Committee has reviewed and discussed with the Company’s management the Company’s audited consolidated financial statements included in its 20172022 Annual Report on Form10-K.

 

 3.

The Audit Committee has discussed with the Company’s internal auditors and the Company’s independent registered public accounting firm, Ernst & Young LLP (EY), the overall scope of and plans for their respective audits. The Audit Committee has met with the internal auditors and Ernst & Young,EY, separately and together, with and without management present, to discuss the Company’s financial reporting processes and system of internal control over financial reporting in addition to those matters required to be discussed with the independent auditors under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”)(PCAOB) in Rule 3200T.

 

 4.

The Audit Committee has received the written disclosures and the letter from Ernst & YoungEY required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Ernst & YoungEY their independence.

 

 5.

The Audit Committee has adoptedpre-approval policies and procedures for certain audit andnon-audit services which Ernst & YoungEY provides. In developing these policies and procedures, the Audit Committee considered the need to ensure the independence of Ernst & YoungEY while recognizing that in certain situations Ernst & YoungEY may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. The policies and procedures adopted by the Audit Committee allow the generalpre-approval by the Audit Committee of certain services, such as audit-related services (which include providing accounting and auditing consultation and due diligence services), and tax services (which include general tax compliance, tax consulting, tax research and planning services), without a specific,case-by-case consideration of each of the services to be performed by Ernst & Young.. The policies and procedures require that any other service, including the annual audit services and any other attestation service, be expressly and specifically approved by the Audit Committee prior to such services being performed by Ernst & Young.EY. In addition, any proposed services exceeding the generalpre-approved cost levels or budgeted amounts require specificpre-approval by the Audit Committee. The Audit Committee considers whether allpre-approved services are consistent with the SEC’s rules and regulations on auditor independence.

 

 6.

Based on the review and discussions referred to in paragraphs (1) through (5) above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved the inclusion of the audited financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended September 29, 2017,30, 2022, for filing with the SEC.

Joseph R. Bronson,Barbara L. Loughran, Chair

Dawne S. HicktonManny Fernandez

Robert A. McNamara

Christopher M.T. Thompson

 

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AUDIT ANDNON-AUDIT FEES

Set forth below are the fees for services rendered by our independent registered public accounting firm, Ernst & Young,EY, for the fiscal periods indicated, all of which were approved by the Audit Committee pursuant to the approval policies under “Report of the Audit Committee” described above.

 

Type of
Fees

 

Description

 

  

2017

 

  

2016

 

 

Description

 

  

2022

 

  

2021

 

    

Audit Fees

 

Consist of fees for professional services provided in connection with the annual audit of the Company’s consolidated financial statements; the reviews of the Company’s quarterly financial statements included in the Company’s reports on Form10-Q; the rendering of an opinion pursuant to Section 404 of the Sarbanes-Oxley Act of 2002; and the services that an independent auditor would customarily provide in connection with audits of the Company’s subsidiaries, other regulatory filings, and similar engagements for each fiscal year shown, such as attest services, consents, and reviews of documents filed with the SEC.

 

  $7,096,997    $6,977,300   

Consist of fees for professional services provided in connection with the annual audit of the Company’s consolidated financial statements; the reviews of the Company’s quarterly financial statements included in the Company’s reports on Form 10-Q; the rendering of an opinion pursuant to Section 404 of the Sarbanes-Oxley Act of 2002; and the services that an independent auditor would customarily provide in connection with audits of the Company’s subsidiaries, other regulatory filings, and similar engagements for each fiscal year shown, such as attest services, consents, and reviews of documents filed with the SEC.

 

  $9,797,900    $9,682,000  
    

Audit-Related Fees

 

Consist of fees for services that are reasonably related to the performance of the audit or review of the Company’s financial statements not reported under “Audit Fees” above, including fees for the performance of audits and attest services not required by statute or regulations; audits of the Company’s employee benefit plans; due diligence activities related to mergers, acquisitions, and investments; contractor’s license compliance procedures; and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

 

  $1,384,492    $460,030   

Consist of fees for services that are reasonably related to the performance of the audit or review of the Company’s financial statements not reported under “Audit Fees” above, including fees for the performance of audits and attest services not required by statute or regulations; audits of the Company’s employee benefit plans; due diligence activities related to mergers, acquisitions, and investments; contractor’s license compliance procedures; and accounting consultations about new accounting pronouncements and the application of generally accepted accounting principles to proposed transactions.

 

  $830,600    $505,800  
    

Tax Fees(1)

 

Consist of fees for tax compliance, tax planning, and tax advice. Corporate tax services provided encompass a variety of permissible services, including technical tax advice related to U.S. and international tax matters; assistance with foreign income and withholding tax matters; assistance with sales tax, value added tax, and equivalent tax related matters in local jurisdictions; preparation of reports to comply with local tax authority transfer pricing documentation requirements; and assistance with tax audits.

 

  $1,932,029    $1,659,700   

Consists of (i) fees for tax compliance related to income tax, sales tax and value added tax and (ii) fees for tax consulting related to a variety of permissible tax planning and advisory services, including technical tax advice related to U.S. and international tax matters, assistance with foreign and withholding tax matters, transfer pricing documentation and assistance with tax audits.

 

  $1,831,361    $2,481,000  
    

All Other Fees

   $0    $0  
  

Total

    

$10,413,518  

 

  

$9,097,030  

 

    $12,459,861    $12,668,800  

(1)

For the fiscal years ended September 30, 2022 and October 1, 2021, fees for tax compliance services were approximately $1 million and $1.1 million, respectively, and fees for tax consulting services were approximately $0.8 million and $1.4 million, respectively.

What our Audit Committee considered when engaging Ernst & YoungEY for fiscal 2017:2023:

 

  E&Y’s

EY’s integrity and independence, and integrityincluding the rotation of a new audit partner for fiscal 2022

 

  E&Y’s

EY’s competence and its compliance with regulations

 

  The

EY’s global capabilities and technical expertise

EY’s business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team

 

  

EY’s knowledge of the Company’s operations and the industries and markets in which the Company operates

The effectiveness of E&Y’sEY’s processes, including its quality control, timeliness and responsiveness, and communication and interaction with managementthe Company’s leadership

 

  E&Y’s

EY’s efforts toward efficiency, including with respect to process improvements and fees

 

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SECURITY OWNERSHIP

The following tables, based in part upon information supplied by officers and directors and certain shareholders, sets forth certain information regarding the beneficial ownership of the Company’s common stock as of the Record Date, by (1) all those persons known by the Company to be beneficial owners of more than five percent5% of the outstanding shares of common stock, (2) each director and nominee for director, (3) each NEO, and (4) all directors and executive officers of the Company as a group. Unless otherwise indicated, each of these shareholders has sole voting and investment power with respect to the shares beneficially owned, subject to community property laws where applicable.

Security Ownership of Certain Beneficial Owners

 

Name and Address  

Amount and Nature of 
Ownership of 
Beneficial Ownership 

 

  

Percentage of    
Class (1)    

 

 

TheVanguard Group

   12,069,948 (2)   10.03% 

PO Box 2600

    

Valley Forge, Pennsylvania 19482

 

    

PRIMECAP Management Company

   8,307,047 (3)   6.89% 

177 East Colorado Blvd., 11th Floor Pasadena, California 91105

         
Name and Address Amount and Nature of
Ownership of
Beneficial Ownership
  Percentage of    
Class (1)    

The Vanguard Group

  13,748,221 (2)  10.86%

100 Vanguard Blvd.
Malvern, PA 19355

 

    

State Street Corporation

  8,506,106 (3)  6.72%

State Street Financial Center
One Lincoln Street
Boston, MA 02111

 

    

Blackrock, Inc.

  8,070,098 (4)  6.37%

55 East 52nd Street
New York, NY 10055

 

    

Capital World Investors

  7,087,867 (5)  5.60%

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

 

    

PRIMECAP Management Company

  6,423,117 (6)  5.07%

177 E. Colorado Blvd., 11th Floor
Pasadena, CA 91105

 

 

      

 

 

(1)

Calculated based on 120,521,384Rule 13d-3(d)(1)(i) using the number of shares of common stock outstanding as of the Record Date.

(2)

Based solely on the information set forth in a Schedule 13G/A filed by The Vanguard Group Inc. with the SEC on November 13, 2017.February 10, 2022. Based on such filing, The Vanguard Group Inc. has sole votingshared dispositive power with respect to 171,954 shares, shared voting power with respect to 26,338503,712 shares, sole dispositive power with respect to 11,877,92913,244,509 shares, and shared dispositivevoting power with respect to 192,019192,807 shares.

(3)

Based solely on the information set forth in a Schedule 13F13G filed by State Street with the SEC on February 14, 2022. Based on such filing, State Street has shared dispositive power with respect to 8,499,908 shares, and shared voting power with respect to 7,946,261 shares.

(4)

Based solely on the information set forth in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on February 1, 2022. Based on such filing, Blackrock, Inc. has sole dispositive power with respect to 8,070,098 shares and sole voting power with respect to 7,204,637 shares.

(5)

Based solely on the information set forth in a Schedule 13G filed by Capital World Investors on February 11, 2022. Based on such filing, Capital World Investors has sole voting power and sole dispositive power with respect to 7,087,867 shares.

(6)

Based solely on the information set forth in a Schedule 13G/A filed by PRIMECAP Management Company with the SEC for the period ended September 30, 2017.on June 9, 2022. Based on such filing, PRIMECAP Management Company has sole dispositive power with respect to 6,423,117 shares and sole voting power with respect to 4,374,963 shares and sole dispositive power with respect to all of the6,055,532 shares.

 

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Security Ownership of Directors, Nominees and Management

 

Name

 

 

Number of

Shares of

Common

Stock

 

  

 

Number of

Shares of

Common

Stock

Relating to
Unexercised

Stock

Options (1)

 

  

Total

Number of

Shares

Beneficially

Owned

 

  

  Percent of  

  Class (2)  

 

 

 Non-Management Directors:

     

 

 Joseph R. Bronson

  11,840   11,250   23,090  *

 

 Juan José Suárez Coppel

  —     9,250   9,250  *

 

 Robert C. Davidson, Jr.

  12,000   21,750   33,750  *

 

 Ralph E. Eberhart

  —     12,750   12,750  *

 

 Dawne S. Hickton

  2,800   2,875   5,675  *

 

 Linda Fayne Levinson

  31,000   24,250   55,250  *

 

 Robert A. McNamara

  250   —     250  *

 

 Peter J. Robertson

  12,000(3)   23,250   35,250  *

 

 Christopher M.T. Thompson

  10,000(4)   12,750   22,750  *

 

 Named Executive Officers:

    *

 

 Steven J. Demetriou

  113,050   100,498   213,548  *

 

 Kevin C. Berryman

  80,418   49,508   129,926  *

 

 Terence D. Hagen

  27,998   36,892   64,890  *

 

 Joseph G. Mandel

  39,168   167,508   206,676  *

 

 Robert V. Pragada

  31,403   5,346   36,749  *
 All directors and executive officers as a group  382,538   503,684   886,222  *
                                                                                                                        
Name Number of
Shares of
Common Stock
  

 

Number of
Shares of
Common Stock
Relating to
Unexercised
Stock Options (1)

  Total Number
of Shares
Beneficially
Owned
    Percent of   
  Class (2)  
     
Independent Directors (3) 

 

 

 

 

 

 

 

 

 

 

 

  

 

     
Priya Abani  1,689   —     1,689  *
     
General Vincent K. Brooks  4,001   —     4,001  *
     
General Ralph E. Eberhart  23,123   14,000   37,123  *
     
Manny Fernandez  3,685   —     3,685  *
     
Georgette D. Kiser  6,449   —     6,449  *
     
Barbara L. Loughran  6,449   —     6,449  *
     
Robert A. McNamara  12,564   
—  
 
  12,564  *
     
Peter J. Robertson (4)  52,123   10,500   62,623  *
     
Christopher M.T. Thompson (5)  43,123   14,000   57,123  *
     
Named Executive Officers (6) 

 

 

 

 

 

 

 

 

 

 

 

  

 

     
Steven J. Demetriou (7)  562,477   —     562,477  *
     
Kevin C. Berryman  172,278   17,000   189,278  *
     
Joanne E. Caruso  41,566   —     41,566  *
     
Patrick X. Hill  44,581   —     44,581  *
     
Robert V. Pragada  144,077   —     144,077  *
     
All directors and executive officers as a group  1,157,807   55,500   1,213,307  1%

 

* Less than 1%

(1)

Includes only those unexercised options that are exercisable or will become exercisable within 60 days of the Record Date.

(2)

Calculated based on 120,521,384Rule 13d-3(d)(1)(i) using the number of shares of common stock outstanding as of the Record Date and the relevant number of shares of common stock issuable upon exercise of stock options which are exercisable or will be exercisable within 60 days of the Record Date.

(3)

For independent directors, includes common stock that has vested but will not distribute until such director retires or otherwise leaves the Board and common stock issuable upon RSUs that vest within 60 days of the Record Date.

(4)

Mr. Robertson shares voting and dispositive power with his spouse as to 12,000 shares that are held in a living trust.

(4)(5)

Mr. Thompson shares voting and dispositive power with his spouse as to 10,000 shares that are held in a living trust.

(6)

Amounts do not include RSUs granted to our NEOs that will not vest within 60 days of the Record Date.

(7)

Includes 14,300 shares held by Mr. Demetriou’s spouse.

 

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own beneficially more than ten percent of a registered class of the Company’s equity securities to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater thanten-percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by them.

To the Company’s knowledge, based solely on a review of the copies of such filings on file with the Company and written representations from its directors and executive officers, all Section 16(a) filing requirements applicable to the Company’s directors, officers andgreater-than-ten-percent beneficial owners were complied with on a timely basis during fiscal 2017, with the exception of the initial Form 3 filing upon the appointment of Mr. McNamara to the Board of Directors, which was filed late due to an administrative delay in obtaining the requisite Edgar filing codes.

EXECUTIVE OFFICERS

For information about the executive officers of the Company, see Part I, Item 1 — Business in the Company’s 20172022 Annual Report on Form10-K.

SHAREHOLDERS’ PROPOSALS

Only shareholders meeting certain criteria outlined in the Company’s Bylaws are eligible to submit nominations for election to the Board of Directors or to bring other proper business before an annual meeting. Under

In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholder proposals must be received by the Secretary of the Company no later than August 15, 2023 in order to be considered for inclusion in the Company’s Proxy Statement and proxy materials relating to the 2024 annual meeting of shareholders .

Pursuant to the Company’s Bylaws, a shareholder, or a group of up to 20 shareholders, owning in the aggregate at least three percent of outstanding shares of the Company’s common stock continuously for at least three years, may submit nominees for up to twenty percent of the Board, or two nominees, whichever is greater, for inclusion in the Company’s annual meeting proxy materials, subject to complying with the requirements specified in the Company’s Bylaws. Additionally, shareholders who wish to nominate persons for election to the Board of Director for inclusion in the proxy materials must give proper notice to the Company not earlier than the close of business on the 120th day, and not earlier than the close of business on the 150th day prior to the one-year anniversary of the date (as stated in the Company’s proxy materials) that the Company’s definitive proxy statement was first delivered to shareholders in connection with the preceding year’s annual meeting. Therefore, in order to be considered for inclusion in the Company’s Proxy Statement and proxy materials relating to the 2024 annual meeting of shareholders, shareholder nominations for director must be received by the Secretary of the Company no earlier than July 16, 2023 and no later than August 15, 2023.

Shareholders who wish to nominate persons for election to the Board of Directors or bring other proper business before an annual meeting (but are not requesting inclusion in the Company’s proxy materials) must give proper notice to the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, notices regarding nominations of persons for election to the Board of Directors and other proper business for consideration at the 2019 annual meeting of shareholders2024 Annual Meeting (but not for inclusion in the Company’s proxy materials) must be submitted to the Company no earlier than September 19, 201826, 2023, and no later than October 19, 2018. 26, 2023.

In addition, to comply with the universal proxy rules under the Exchange Act, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act in addition to the information required under the Company’s Bylaws. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about the Company’s Bylaws and SEC requirements. The Company will not consider any proposal or nomination that does not meet the Bylaws requirements and the SEC’s requirements for submitting a proposal or nomination.

Notices regarding nominations and other proper business must include certain information concerning the nominee or the proposal and the proponent’s ownership of common stock of the Company, in each case as set forth in the Company’s Bylaws. Nominations or other proposals not meeting these requirements will not be entertained at the annual meeting. The Secretary of the Company should be contacted in writing at the address on the first page of this Proxy Statement to submit a nomination or bring other proper business or to obtain additional information as to the proper form of a nomination.

In order to be included in the Company’s Proxy Statement and form of proxy relating to the 2019 annual meeting, proposals of shareholders must be received by the Secretary of the Company no later than August 9, 2018. If timely notice of a shareholder proposal is not received by the Company, then the proxies named on the proxy cards distributed by the Company for the annual meetingAnnual Meeting may use the discretionary voting authority granted

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to them by the proxy cards if the proposal is raised at the annual meeting,Annual Meeting, whether or not there is any discussion of the matter in the Proxy Statement. The 2019 annual meeting of shareholders2024 Annual Meeting is currently expected to be held on Wednesday,or about January 16, 2019.24, 2024. It is possible that certain other deadlines would apply under either the Exchange Act rules or the Company’s Bylaws. If, for example, the date of our 2024 Annual Meeting differs from the anniversary of the 2023 Annual Meeting by more than the number of days specified in the Exchange Act rules or the Company’s Bylaws, as applicable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Nominating and Corporate Governance Committee is responsible for the review, approval, or ratification of “related-person transactions” involving the Company or its subsidiaries and related persons. Under SEC rules, a related person is a director, executive officer, nominee for director, or 5% shareholder of the Company, and their immediate family members. The Company has adopted written policies and procedures that apply to any transaction or series of transactions in which the Company or a subsidiary is a participant, in which the amount involved exceeds $120,000, and a related person has a direct or indirect material interest.

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The Nominating and Corporate Governance Committee has determined that each of the following transactions shall be deemed to bepre-approved under the Company’s policies and procedures referenced above:

 

any transaction with another company for which a related person’s only relationship is as an employee (other than as an executive officer) if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue;

any charitable contribution, grant, or endowment by the Company to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (other than as an executive officer) or a director, if the amount involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts;

compensation to executive officers determined by the Compensation Committee;

compensation to directors as reported in the Company’s proxy statement;

transactions in which all security holders receive proportional benefits; and

transactions where the rates or charges involved are determined by competitive bids.

Any transaction involving related persons that exceeds $120,000 and that does not fall within the categories described above is presented to the Nominating and Corporate Governance Committee for review. The Committee determines whether the related person has a direct or indirect material interest in the transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. In determining whether to approve or ratify the transaction, the Nominating and Corporate Governance Committee takes into account,considers, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

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HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement, annual report or Notice of Internet Availability of Proxy Materials, as applicable to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you provide us with contrary instructions. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, annual report or Notice of Internet Availability of Proxy Materials, as applicable, or if you are receiving multiple copies of such proxy materials and wish to receive only one set, please notify your broker if your shares are held in a brokerage account or the Company if you hold common stock directly. Promptly upon receiving a written or oral request, a separate copy of the proxy statement, annual report or Notice of Internet Availability of Proxy Materials, as applicable, will be delivered to you. Requests in writing should be addressed to the address below. Requests may also be made by calling (214)638-0145.

Jacobs Engineering GroupSolutions Inc.

Attention: Investor Relations

1999 Bryan Street, Suite 12003500

Dallas, Texas 75201

 

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ANNUAL REPORT, FINANCIAL AND ADDITIONAL INFORMATION

The Company’s annual audited financial statements and review of operations for fiscal 20172022 can be found in the Company’s Annual Report on Form10-K for the fiscal year ended September 29, 2017.30, 2022. A copy of the 20172022 Annual Report on Form10-K is being made available to each shareholder of record on the Record Date concurrently with this Proxy Statement. You can access a copy of our 20172022 Annual Report on Form10-K on the secure website disclosed in both the Notice of Internet Availability of Proxy Materials you received and in this Proxy Statement as well as on the Company’s website at www.jacobs.com. The Company will furnish without charge a copy of the 20172022 Annual Report on Form10-K, including the financial statements and any schedules thereto, to any person following the instructions for requesting written copies of the proxy materials as set forth in the Notice of Internet Availability of Proxy Materials or to any person requesting in writing and stating that he or she was the beneficial owner of the Company’s common stock on November 22, 2017.30, 2022. The Company will also furnish copies of any exhibits to the 20172022 Annual Report on Form10-K to eligible persons requesting exhibits at a cost of $0.50 per page, paid in advance. The Company will indicate the number of pages to be charged for upon written inquiry. Requests should be addressed to:

Jacobs Engineering GroupSolutions Inc.

Attention: Investor Relations

1999 Bryan Street, Suite 12003500

Dallas, Texas 75201

OTHER BUSINESS

The Board of Directors does not intend to present any other business for action at the Annual Meeting and does not know of any business intended to be presented by others.

Michael R. TylerJustin C. Johnson

Senior Vice President, General Counsel and Secretary

Dallas, Texas

December 7, 2017

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ANNEX A

JACOBS SOLUTIONS INC.

2023 STOCK INCENTIVE PLAN

(As Amended and Restated as of January 24, 2023)

1.

Purpose.

The purpose of the Jacobs Solutions Inc. 2023 Stock Incentive Plan, as amended and restated on January 24, 2023 (the “Plan”), is to advance the long-term objectives of Jacobs Solutions Inc. (the “Company”) and its Related Companies (as defined in Paragraph 2) by encouraging and enabling the acquisition of a financial interest in the Company by employees of the Company and its Related Companies. In addition, the Plan is intended to attract and retain such employees, and to align and strengthen their interests with those of the Company’s shareholders. This Plan (formerly known as the 1999 Stock Incentive Plan) is not a new stock incentive plan but amends and restates the 1999 Stock Incentive Plan.

2.

Definitions.

Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth in this Paragraph 2.

“Award” means any award of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Incentive Bonus granted pursuant to the Plan.

“Award Agreement” means any agreement, contract document or other instrument evidencing an Award.

“Board of Directors” means the Board of Directors of the Company.

“Cause” means (unless otherwise expressly provided in an award agreement or another contract, including an employment agreement) the Company or a Related Company’s termination of the Employee’s employment with the Company or any Related Company, as applicable, following the occurrence of any one or more of the following: (a) the Employee is convicted of, or pleads guilty or nolo contendere to, a felony; (b) the Employee willfully and continually fails to substantially perform the Employee’s duties with the Company or any Related Company after written notification by the Company or any such Related Company; (c) the Employee willfully engages in conduct that is materially injurious to the Company or any Related Company, monetarily or otherwise; (d) the Employee commits an act of gross misconduct in connection with the performance of the Employee’s duties to the Company or any Related Company; (e) the Employee’s willful violation of the Company’s Code of Conduct or any material Company or Related Company policy, or (f) the Employee materially breaches any employment, confidentiality, restrictive covenant or other similar agreement between the Company or any Related Company and the Employee.

“Change in Control” means, with respect to the Company, a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), provided that such a change in control shall be deemed to have occurred at such time as (a) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (b) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (c) the consummation of any merger or consolidation as a result of which the Common Stock (as defined below) shall be changed, converted or exchanged (other than by merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of

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LOGOthe assets or earning power of the Company; or (d) the consummation of any merger or consolidation to which the Company is a party as a result of which the persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the Board of Directors of the Company determines otherwise. Notwithstanding the foregoing, with respect to an Award that is (i) subject to Section 409A and (ii) if a Change in Control would accelerate the timing of payment thereunder, then the term “Change in Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A and the authoritative guidance issued thereunder, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A as determined by the Committee.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Human Resource and Compensation Committee of the Board of Directors, or any committee appointed by the Board of Directors in accordance with the Company’s Bylaws from among its members for the purpose of administering the Plan. Members of the Committee shall be “Non Employee Directors” within the meaning of Rule 16b-3 under the 1934 Act.

“Common Stock” means the common stock of the Company, par value $1.00 per share.

“Disabled” or “Disability” means the Participant meets the definition of “disabled” under the terms of the long term disability plan of the Company or Related Company by which the Participant is employed, in effect on the date in question, whether or not the Participant is covered by such plan.

“Dividend Equivalent Right” means a dollar amount equal to the per-Share cash dividend paid by the Company.

“Employee” means an employee of the Company or a Related Company.

“Fair Market Value” means the closing price of one Share of Common Stock as reported in the composite transactions report of the U.S. national securities exchange on which the Common Stock is then listed, and if such exchange is not open that day, then the Fair Market Value shall be determined by reference to the closing price of the Common Stock for the immediately preceding trading day.

“Good Reason” means, without the Participant’s consent (a) a material reduction in the position, duties or responsibilities of the Participant from those in effect immediately prior to such change; (b) a reduction in the Participant’s base salary; (c) a relocation of the Participant’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Participant’s employer of any employment agreement between the Company and the Participant.

“Incentive Bonus” means a bonus award made under Paragraph 9 pursuant to which a Participant may become entitled to receive cash payments based on satisfaction of such performance criteria as are specified in the applicable Award Agreement or subplan(s).

“ISO” means an incentive stock option within the meaning of Section 422 of the Code.

“Majority-Owned Related Company” means a Related Company in which the Company owns, directly or indirectly, 50% or more of the voting stock on the date an Award is granted or awarded.

“NQSO” means a stock option that does not constitute an ISO.

“Options” means ISOs and NQSOs granted under the Plan.

“Participant” means an Employee who is selected by the Committee to receive an Award under the Plan.

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“Performance Criteria” is defined in Paragraph 10(b).

“Qualifying Termination” means a termination of an Employee’s employment with the Company (a) by the Company for any reason other than (i) Cause, (ii) death or (iii) Disability or (b) by the Employee for Good Reason.

“Related Company” or “Related Companies” means corporation(s) or other business organization(s) in which the Company holds a sufficient ownership interest so that Common Stock issued to the employees of such entities constitutes “service recipient stock,” as defined in IRS guidance under Section 409A. In general, the Company holds a sufficient ownership interest if it owns, directly or indirectly, at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of stock. However, to the extent permitted by IRS guidance under Section 409A, “20%” shall be used instead of “50%” in the previous sentence.

“Restricted Stock” means shares of Common Stock awarded pursuant to Paragraph 8 of the Plan.

“Restricted Stock Unit” means an Award granted pursuant to Paragraph 8 of the Plan, pursuant to which Shares (or an amount of cash valued with reference to Shares) may be issued in the future, along with any associated Dividend Equivalent Rights.

“Retire” means to enter Retirement.

“Retirement” means the termination of a Participant’s employment with the Company or a Related Company by reason of a Participant having either (a) attained the age of 65, or (b) attained the age of 60 and completed a total of ten or more consecutive years of employment with the Company, and/or a Related Company.

“Section 409A” means Section 409A of the Code and the regulations promulgated thereunder, as amended.

“Shares” means the shares of Common Stock.

“Stock Appreciation Right” or “SAR” means the right granted pursuant to Paragraph 7 of the Plan.

“Time-Based RSU” is defined in Paragraph 8.

“Treasury Regulations” means the regulations promulgated under the Code by the United States Treasury Department, as amended.

3.

Eligibility; Award Agreements.

Any Employee shall be eligible to be selected as a Participant, and the Company may grant Awards to those persons meeting such eligibility requirements. Each Award shall be evidenced by an Award Agreement, which shall either be in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient in such form and manner as the Committee may require. Notwithstanding the foregoing, Incentive Bonuses may be payable under subplans and shall be granted as specified therein (which may or may not require an Award Agreement), at the discretion of the Committee. The Award Agreement shall set forth the material terms and conditions of the Award established by the Committee and consistent with the provisions of the Plan. The terms of the Awards and the Award Agreements need not be the same with respect to each Participant. A Participant may hold more than one Award at the same time.

4.

Administration.

(a)

The Plan shall be administered by the Committee. The Board of Directors shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent.

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(b)

The Committee shall determine: the Participants to whom, and the time or times at which, Awards will be granted; the type of Awards to be granted; the number of Shares (or amount of cash) to be subject to each Award and the form of settlement thereof; the duration of each Award; the time or times within which Options may be exercised; and any other terms and conditions of the Awards, at grant or while outstanding, including, without limitation, vesting conditions, pursuant to the terms of the Plan. The Committee shall also establish such rules and regulations relating to the Plan, including rules governing the Committee’s own operations, appoint such agents as it shall deem appropriate for the proper administration of the Plan, and make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, including addressing unanticipated events (including any temporary closure of the stock exchange on which the Company is listed, disruption of communications or natural catastrophe). The Committee shall also have the authority to correct any defect, supply any omission and reconcile any inconsistency in the Plan and, subject to Paragraph 15 of the Plan, amend the Plan, including, without limitation, to reflect changes in applicable law.

(c)

Except as provided in Paragraph 15, each determination or other action made or taken pursuant to the Plan, including interpretations of the Plan and the specific conditions and provisions of the Awards, shall be final and conclusive for all purposes and upon all persons including, but without limitation, the Company, its Related Companies, the Committee, the Board of Directors, Participants, and the respective successors in interest of any of the foregoing.

(d)

Notwithstanding the foregoing, with respect to any Award that is not intended to satisfy the conditions of Rule 16b-3 under the 1934 Act, and to the extent not inconsistent with applicable law or the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may appoint one or more separate committees (any such committee, a “Subcommittee”) composed of one or more directors of the Company, who unlike the members of the Committee, may be employee directors of the Company. The Committee may delegate to any such Subcommittee(s), with respect to Employees who are not directors or executive officers of the Company, the authority to grant Awards, to determine all terms of such Awards and/or to administer the Plan, pursuant to the terms of the Plan; provided that (i) any resolution of the Committee authorizing such Subcommittee must specify the total number of Shares subject to Awards that such Subcommittee may so award and (ii) the Committee may not authorize any officer to designate himself or herself as the recipient of an Award. Subject to the limitations of the Plan and the limitations of the Committee’s delegation, any such Subcommittee would have the full authority of the Committee pursuant to the terms of the Plan, other than with respect to authority to amend the Plan, which shall remain with the Committee and/or the Board, as applicable. Any such Subcommittee shall not, however, grant Awards on terms more favorable than Awards provided for by the Committee. Actions by any such Subcommittee within the scope of delegation shall be deemed for all purposes to have been taken by the Committee. Any such Subcommittee shall be required to report to the Committee on any actions that the Subcommittee has taken.

(e)

The Committee may designate the Secretary of the Company or any other Company employee to assist the Committee in the administration of the Plan, and may grant authority to such persons to execute Award Agreements or other documents entered into under the Plan on behalf of the Committee or the Company.

(f)

The Company shall indemnify and hold harmless the members of the Board of Directors, the Committee and other persons who are acting upon the authorization and direction of the Board of Directors (the “Covered Persons”), from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission in connection with the performance of such persons’ duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the bad faith, willful misconduct or criminal acts of such persons.

5.

Shares and Share Counting.

(a)

The Common Stock to be issued, transferred and/or sold under the Plan shall be made available from authorized and unissued Common Stock or from the Company’s treasury shares.

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(b)

Subject to adjustment as provided in this Paragraph and Paragraph 14, the total number of Shares that may be issued or transferred under the Plan pursuant to Awards may not exceed 29,850,000 Shares (which represents the Shares previously approved for grant under the 1999 Stock Incentive Plan). For this purpose, every Share transferred pursuant to an Award granted (1) after September 28, 2012 and prior to January 24, 2023 (the “Prior Awards”) (i) that is an Option or SAR shall count as one Share and (ii) every Share transferred pursuant to a Prior Award other than an Option or SAR shall count as 1.92 Shares and (2) on or after January 24, 2023 (the “Subsequent Awards”) shall count as one Share. If any Prior Awards are forfeited, in whole or in part, Subsequent Awards may be issued with respect to the Shares covered by such Prior Awards. For the purpose of determining the amount of Shares that may be issued pursuant to Subsequent Awards in respect of forfeited Prior Awards, forfeited Options and SARs shall be counted as one Share per each Share covered and Awards other than Options and SARs shall be counted as 1.92 Shares per each Share covered. In the event that withholding tax liabilities arising from an Award other than an Option or SAR are satisfied by the withholding of Shares by the Company, then the Shares so withheld up to the minimum required tax withholding rate for the Participant shall again be available for Awards under the Plan and shall count as 1.92 Shares for each Share so withheld in respect of Prior Awards and one Share for each Share so withheld in respect of Subsequent Awards. Any Subsequent Awards that are forfeited (including any Shares of Restricted Stock repurchased by the Company at the same price paid by the Participant so that such Shares are returned to the Company), expire or are settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement will be available for future grants of Awards under the Plan and will be added back in the same number of Shares as were deducted in respect of the grant of such Subsequent Award. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for issuance or transfer under this Paragraph 5(b): (i) Shares tendered by the Participant in payment of the purchase price of an Option, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or SARs, (iii) Shares subject to a SAR (that is, each SAR that is exercised shall reduce the number of Shares available by one Share), and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options.

(c)

In the event that a company acquired by the Company or any Majority-Owned Related Company or with which the Company or any Majority-Owned Related Company combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other formula used in such transaction to determine the consideration payable to the holders of common) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance or transfer under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or directors prior to such acquisition or combination.

6.

Options.

(a)

Grant. Options may be granted hereunder to Participants either alone or in addition to other Awards. Any Option shall be subject to the terms and conditions of the Plan and such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable. No dividends or Dividend Equivalents Rights shall be paid or accrued on Options.

(b)

Option Price. The option price per each Share shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an ISO granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any subsidiary of the Company, the option price per Share shall be no less than 110% of the Fair Market Value of one Share on the date of grant.

(c)

Duration of Options. The duration of Options shall be determined by the Committee, but in no event shall the duration exceed ten years from the date of its grant; provided, however, that the term of the Option shall not exceed five years from the date the Option is granted in the case of an ISO granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any subsidiary of the Company. Notwithstanding the foregoing, in

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the event that on the last business day of the term of an Option (i) the exercise of the Option, other than an ISO, is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain Participants due to the “black-out period” pursuant to Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement.

(d)

ISOs. With respect to each grant of an Option to an employee of the Company or any Company subsidiary, the Committee shall determine whether such Option shall be an ISO, and, upon determining that an Option shall be an ISO, shall designate it as such in the written instrument evidencing such Option. Each written instrument evidencing an ISO shall contain all terms and conditions required by Section 422 of the Code. If the written instrument evidencing an Option does not contain a designation that it is an ISO, it shall not be an ISO. The Employee to whom an ISO is granted must be eligible to receive an ISO pursuant to Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of ISOs under the Plan, the maximum aggregate number of Shares that may be issued pursuant to ISOs granted under the Plan shall be 29,850,000 Shares, subject to adjustment as provided in Paragraph 14. The aggregate Fair Market Value (determined in each instance on the date on which an ISO is granted) of the Common Stock with respect to which ISOs are first exercisable by any employee in any calendar year shall not exceed $100,000 for such employee. If any Majority-Owned Related Company of the Company shall adopt a stock option plan under which options constituting ISOs may be granted, the fair market value of the stock on which any such ISOs are granted and the times at which such ISOs will first become exercisable shall be taken into account in determining the maximum amount of ISOs that may be granted to the employee under this Plan in any calendar year.

(e)

Exercise of Options. The Award Agreement shall specify when Options vest and become exercisable. An Option may not be exercised in a manner that will result in fractional Shares being issued.

(i)

Vested Options granted under the Plan shall be exercised by the Participant (or by a legal representative, to the extent provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time.

(ii)

Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made: in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds); by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value; through any other method specified in an Award Agreement (including same-day sales through a broker); or any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe.

7.

Stock Appreciation Rights.

(a)

Grant. The Committee may grant SARs in tandem with all or part of any Award (including Options) or at any subsequent time during the term of such Award, or without regard to any other Award, in each case upon such terms and conditions as the Committee may establish. No dividends or Dividend Equivalents Rights shall be paid or accrued on SARs.

(b)

Grant Price and Duration. A SAR shall have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a SAR granted in tandem with the Option (subject to the requirements of Section 409A), and subject to adjustments provided in Paragraph 14. A SAR shall have a term not greater than ten years.

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Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR (i) the exercise of the SAR is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement.

(c)

Exercise. An Award Agreement covering a SAR shall provide when the SAR vests and becomes exercisable. Upon the exercise of a SAR, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the SAR. Unless otherwise provided in the Award Agreement, the Committee shall determine in its sole discretion whether payment shall be made in cash or Shares, or any combination thereof.

8.    Awards

of Restricted Stock and Restricted Stock Units.

(a)

Grants. Awards of Restricted Stock and/or Restricted Stock Units may be granted to Participants either alone or in addition to other Awards (a “Restricted Stock Award” or “Restricted Stock Unit Award,” respectively). Restricted Stock Units are Awards denominated in units of Common Stock under which settlement is subject to such vesting conditions and other terms and conditions as the Committee deems appropriate. Each Restricted Stock Unit shall be equal to one Share and shall, subject to satisfaction of any vesting and/or other terms and conditions, entitle a recipient to the issuance of one Share (or such equivalent value in cash) in settlement of the Award. The Committee may establish procedures pursuant to which the payment of any Restricted Stock and/or Restricted Stock Unit Award may be deferred, including under the Jacobs Solutions Inc. Executive Deferral Plan.

(b)

Conditions and Restrictions. Restricted Stock Awards and Restricted Stock Unit Awards may be subject to time-based and/or performance-based vesting conditions. In the case of performance-based Awards, the performance goals to be achieved for each performance period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Paragraph 10(a) or such other criteria as determined by the Committee in its discretion. In order to enforce the restrictions imposed upon Restricted Stock Awards, the Committee may require the recipient to enter into an escrow agreement providing that the certificates representing such Restricted Stock Awards shall remain in the physical custody of an escrow holder until any or all of the conditions and restrictions imposed pursuant to the Plan expire or shall have been removed.

(c)

Rights of Holders of Restricted Stock. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares. Notwithstanding the foregoing, during the period of restriction, dividends, or other distributions that relate to a Restricted Stock Award subject to time-based or performance-based vesting criteria will be subject to the same time-based or performance-based criteria as the underlying Award and will not be distributed unless and until the underlying Award vests, and a Participant will not be entitled to receive any dividends or distributions that related to any Restricted Stock that is forfeited prior to vesting.

(d)

Rights of Holders of Restricted Stock Units. A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. With respect to Restricted Stock Units that vest solely based on the passage of time (“Time-Based RSUs”), unless the relevant Award Agreement provides otherwise, each Time-Based RSU shall entitle the Participant to a “Dividend Equivalent Right,” to the extent the Company pays a cash dividend with respect to its outstanding Common Stock while the Time-Based RSU remains outstanding. With respect to Restricted Stock Units that vest subject to

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performance-based criteria (“PSUs”), each PSU shall entitle the Participant to a “Dividend Equivalent Right” solely to the extent specifically provided for in the applicable Award Agreement. Any Dividend Equivalent Right will be subject to the same vesting, payment, and other terms and conditions as the Time-Based RSU or PSU to which it relates, and will not be paid unless and until the Time-Based RSU or PSU vests. Any Dividend Equivalent Right that vests will be paid in cash at the same time the share of Common Stock underlying the Time-Based RSU or PSU to which it relates is delivered to the Participant. A Participant will not be credited with Dividend Equivalent Rights with respect to any Time-Based RSU or PSU that, as of the record date for the relevant dividend, is no longer outstanding for any reason (e.g., because it has been settled in Common Stock or it has been terminated), and a Participant will not be entitled to any payment for Dividend Equivalent Rights with respect to any Time-Based RSU or PSU that terminates without vesting.

(e)

Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate(s), which certificate(s) shall be held by the Company. Such book-entry registration or certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.

9.

Incentive Bonus Awards.

(a)

Grants. Awards of Incentive Bonuses may be granted hereunder to Participants either alone or in addition to other Awards. Incentive Bonuses payable hereunder may be pursuant to one or more subplans or programs.

(b)

Payment. Each Incentive Bonus will confer upon the Participant the opportunity to earn a future cash payment the amount of which shall be based on the achievement of one or more objectively-determined performance goals or criteria established for a performance period determined by the Committee.

(c)

Performance Goals. The Committee shall establish the performance goals or criteria on which each Incentive Bonus shall be based, including, but not limited to, any Performance Criteria. The Committee shall also affirmatively determine at the end of each performance period the level of achievement of any such performance goals or criteria that shall determine the target and maximum amount payable under an Incentive Bonus, which criteria may be based on financial performance and/or personal performance evaluations.

10.

Performance-Based Awards.

(a)

General. The Committee may specify that an Award or a portion of an Award shall be based, in whole or in part, on one or more Performance Criteria selected by the Committee and specified at the time the Award is granted. The Committee shall determine the extent to which any Performance Criteria has been satisfied, and the amount payable pursuant to the Award, prior to payment, settlement or vesting.

(b)

Performance Criteria. For purposes of this Plan, the term “Performance Criteria” may include, but shall not be limited to, any one or more of the following performance criteria, or derivations of such performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole, or to a business unit or group of business units, or Related Company, measured either annually, at a point in time during a performance period, or as an average of values determined at various points of time during a performance period, or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ (or periods’) results or to a designated comparison group, or as a change in values during or between performance periods, in each case as specified by the Committee: (i) revenues; (ii) earnings from operations, earnings before or after income taxes, earnings before or after interest, depreciation, amortization, or earnings before extraordinary or special items, earnings before income taxes and any provision for Incentive Bonuses; (iii) net earnings or net earnings per common share (basic or diluted); (iv) return on assets (gross or net), return on investment, return on invested capital, or return on beginning, ending or average equity; (v) cash flow, cash flow from operations, free cash flow,

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cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (vi) interest expense after taxes; (vii) economic value added or created; (viii) operating margin or profit margin; (ix) stock price or total shareholder return; (x) average cash balance, net cash or cash position; and (xi) strategic business criteria, consisting of one or more objectives based on meeting specified development, strategic partnering, licensing, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures. The Committee, without limitation, (A) may appropriately adjust any measurement of performance under a Performance Criteria to eliminate the effects of charges for restructurings, discontinued operations, unusual or nonrecurring or extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with accounting principles generally accepted in the United States, as well as the cumulative effect of accounting changes, in each case as determined in accordance with accounting principles generally accepted in the United States or identified in the Company’s financial statements or notes to the financial statements, and (B) may appropriately adjust any measurement of performance under a Performance Criteria to exclude the effects of any of the following events that occurs during a performance period: (1) asset write-downs, (2) litigation, claims, judgments or settlements, (3) changes in tax law or other such laws or provisions affecting reported results, (4) reorganization and restructuring programs and (5) payments made or due under this Plan or any other compensation arrangement maintained by the Company.

(c)

Limitations on Grants to Individual Participants. In no event may Awards that are denominated in shares and that are intended to be performance-based Awards be granted or awarded to any Employee covering more than 1,000,000 shares in the aggregate (taking into account all such share-based Awards) in any one calendar year, subject to the adjustment provisions of Paragraph 14 of the Plan. During any calendar year no Participant may be granted Performance Awards that are denominated in cash under which more than $5,000,000 may be earned for each 12 months in the performance period. If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable limitation in this Paragraph.

11.

Minimum Vesting Period.

All Awards shall be subject to a minimum vesting schedule of at least twelve (12) months following the date of grant of the Award (including performance-based Awards, which shall be subject to a minimum performance period of at least twelve (12) months), subject to accelerated vesting in the Committee’s discretion in the event of the death, Disability, Retirement or Qualifying Termination of the Participant or a Change in Control. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to grants of up to 5% of the number of Shares available for Awards on the effective date of the Plan. The Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in any Award Agreement under such terms and conditions as the Committee shall deem appropriate, subject to the minimum vesting period requirements in the prior sentence.

12.

Termination of Employment and Change in Control.

Except as may otherwise be set forth in an Award Agreement, individual employment agreement between a Participant and the Company or a Related Company or a severance or other plan adopted by the Company or a Related Company pertaining to a Participant, Schedule A and Schedule B, attached hereto, establish the effects of a Participant’s termination of employment, other changes of employment or employer status, and a Change in Control, with respect to outstanding Options, SARs, Restricted Stock, and Restricted Stock Units, and such Schedules are hereby incorporated by reference. The Committee may approve Awards containing terms and conditions different from, or in addition to, those set forth in Schedule A and Schedule B. The effects of a termination of employment and/or a Change in Control with respect to Incentive Bonuses shall be set forth in the applicable Award Agreement. In the case of leaves of absence, Employees will not be deemed to have terminated employment unless the Committee, in its sole discretion, determines otherwise.

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13.

Transferability of Awards; Non-Assignability; No-Hedging.

No Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than (i) by will, (ii) by the laws of descent and distribution or (iii) to any trust established solely for the benefit of the applicable Participant or any spouse, children or grandchildren of such Participant, and all such Awards (and any rights thereunder) will be exercisable during the life of the Participant only by the Participant or the Participant’s legal representative. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Paragraph 13 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns. After the Shares subject to an Award have been issued, or in the case of Restricted Stock Awards, after the issued Shares have vested, the holder of such Shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such Shares provided that any such actions are in compliance with the provisions herein, the terms of the Company’s trading policies as may be in effect from time to time and applicable law.

14.

Adjustments.

In the event of any merger, reorganization, consolidation, combination of shares or spin-offs, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, or other change in corporate structure affecting the Shares or the value thereof or otherwise, the Committee or the Board of Directors shall make such adjustment and other substitutions, if any, as it may deem equitable and appropriate, including such adjustments in the number, class and kind of securities that may be delivered under the Plan, the number of Shares subject to any outstanding Award and the Option or exercise price, if any, thereof. Any such adjustment may provide for the elimination of any fractional Shares that might otherwise become subject to any Award without payment therefore.

15.

Amendments and Modifications of the Plan.

The Committee may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Committee may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the 1934 Act; and further provided that the Committee may not, without the approval of the Company’s Board of Directors and the Company’s shareholders (to the extent required by such applicable law), amend the Plan to: (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Paragraph 14); (b) expand the types of awards available under the Plan; (c) materially expand the class of persons eligible to participate in the Plan; (d) amend the Plan to eliminate the requirements relating to minimum exercise price, minimum grant price and shareholder approval; (e) increase the maximum permissible term of any Option or the maximum permissible term of SAR; (f) increase any of the limitations in Paragraph 10(c); or (g) take any other action that requires shareholder approval under by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Company’s Common Stock is traded. The Committee may not (except pursuant to Paragraph 14 or in connection with a Change in Control), without the approval of the Company’s Board of Directors and the Company’s shareholders, cancel an Option or SAR in exchange for cash when the exercise or grant price per share exceeds the Fair Market Value of one Share or take any action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a SAR or the exchange of an Option or SAR for another Award. In addition, except as permitted by Paragraph 24 or as otherwise expressly authorized under the Plan, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant’s consent.

All outstanding Awards granted under the Plan prior to an amendment or restatement of the Plan shall remain subject to the terms of the Plan; provided, that no Awards granted or awarded prior to the effectiveness of

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such amendment or restatement that are materially adversely affected by the changes in the Plan shall be subject to such provisions without the prior consent of the applicable Participant.

16.

Tax Withholding.

The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a legal representative thereof as provided in an Award Agreement) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award; (b) the exercise of an Option or SAR; (c) the delivery of Shares or cash; (d) the lapse of any restrictions in connection with any Award; or (e) any other event occurring pursuant to the Plan. The Company or any Majority-Owned Related Company shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or a legal representative thereof as provided in an Award Agreement) such withholding taxes as may be required by law, or to otherwise require the Participant (or legal representative) to pay such withholding taxes. The Company may, at its discretion, delay the delivery of Shares or cash otherwise deliverable to a Participant in connection with the settlement of an Award until such time arrangements have been made to ensure the remittance of all taxes due from the Participant in connection with the Award. If the Participant (or legal representative) shall fail to make such tax payments as are required, the Company or its Majority-Owned Related Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or legal representative) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or legal representative) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the maximum tax withholding rate for the Participant or such other rate that will not cause an adverse accounting consequence or cost; provided that only a number of Shares so retained up to the minimum required tax withholding rate shall again be available for Awards under the Plan in accordance with Paragraph 5(b)) otherwise deliverable in connection with the Award.

17.

Right of Discharge Reserved; Claims to Awards.

Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Participant the right to continue in the employment of the Company or any Related Company or affect any right that the Company or any Related Company may have to terminate the employment of (or to demote or to exclude from future Awards under the Plan) any such Participant at any time for any reason. In the event of a Participant’s termination of employment with the Company or Related Company, neither the Company nor any Related Company shall be liable for the loss of existing or potential profit from any Award held by a Participant immediately preceding the Participant’s termination. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants under the Plan.

18.

Stop Transfer Orders.

All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the United States Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

19.

Severability.

The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect; and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect.

20.

Construction.

As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

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21.

Unfunded Status of the Plan.

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

22.

Non-U.S. Employees.

The Committee may determine, in its sole discretion, whether it is desirable or feasible under local law, custom or practice to grant Awards to Participants in countries other than the United States. In order to facilitate any such grants, the Committee may provide for such modifications and additional terms and conditions (“special terms”) in the grant and Award Agreements to Participants who are employed outside the United States (or who are foreign nationals temporarily within the United States) as the Committee may consider necessary, appropriate or desirable to accommodate differences in, or otherwise comply with, local law, policy or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or desirable for purposes of implementing any special terms or facilitating the grant, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternative versions, however, shall not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Committee.

23.

Governing Law.

The Plan shall be governed by and shall be construed and enforced in accordance with the laws of the State of Delaware without giving effect to its choice of law rules.

24.

Disputes; Choice of Forum.

(a)

The Company and each Participant, as a condition to such Participant’s participation in the Plan, hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware in and for New Castle County, Delaware or the United States District Court of the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning the Plan or, to the extent not otherwise specified in any individual agreement between the Company and the Participant, any aspect of the Participant’s employment with the Company or the termination of that employment. The Company and each Participant, as a condition to such Participant’s participation in the Plan, acknowledge that the forum designated by this Paragraph 24 has a reasonable relation to the Plan and to the relationship between such Participant and the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Paragraph 24.

(b)

The agreement by the Company and each Participant as to forum is independent of the law that may be applied in the action, and the Company and each Participant, as a condition to such Participant’s participation in the Plan, (i) agree to such forum even if the forum may under applicable law choose to apply non-forum law, (ii) hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such Participant now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Paragraph 24(a), (iii) undertake not to commence any action arising out of or relating to or concerning the Plan in any forum other than the forum described in this Paragraph 24 and (iv) agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Company and each Participant.

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(c)

Each Participant, as a condition to such Participant’s participation in the Plan, hereby irrevocably appoints the General Counsel of the Company as such Participant’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning the Plan, who will promptly advise such Participant of any such service of process.

(d)

Each Participant, as a condition to such Participant’s participation in the Plan, agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in Paragraph 26, except that a Participant may disclose information concerning such dispute, controversy or claim to the court that is considering such dispute, controversy or claim or to such Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim).

25.

Waiver of Jury Trial.

EACH PARTICIPANT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE PLAN.

26.

Waiver of Claims.

Each Participantof an Award recognizes and agrees that before being selected by the Committee to receive an Award the Participanthas no right to any benefits under the Plan. Accordingly, in consideration of the Participant’sreceipt of any Award hereunder, the Participantexpressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Committee, or any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by Paragraph 14 of the Plan or the express terms of an Award Agreement). Nothing contained in the Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

27.

No Third-Party Beneficiaries.

Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Participant of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Paragraph 4(f) will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees.

28.

Successors and Assigns of the Company.

The terms and conditions of the Plan will be binding upon and inure to the benefit of the Company and any successor entity, including as contemplated by the transactions described in Paragraph 14.

29.

Termination of the Plan.

Awards may be granted under the Plan at any time and from time to time on or prior to January 24, 2033, on which date the Plan will terminate except as to Awards then outstanding under the Plan.

30.

Clawback/Recapture Policy.

Awards under the Plan will be subject to any clawback or recapture policy that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards (including any dividends, Dividend Equivalent Rights, or other distributions paid to the holder in respect of such Awards) be repaid to the Company after they have been distributed to the Participant.

31.

Section 409A.

This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A and shall be construed and interpreted in accordance with such intent. To the extent that an Award

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or the payment, settlement or deferral thereof is subject to Section 409A, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A shall be amended to comply with Section 409A on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A.

If any Award is subject to Section 409A of the Code, (i) payments shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) unless the Committee determines otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code and (iv) in no event shall a Participant, directly or indirectly, designate the calendar year in which a payment is made except in accordance with Section 409A of the Code.

Notwithstanding anything herein to the contrary, in the event that any Awards constitute nonqualified deferred compensation under Section 409A of the Code, if at the time of a Participant’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market, the Participant is a “specified employee” (as defined in Section 409A of the Code), and the deferral of the delivery of any cash or Shares payable pursuant to an Award is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, the delivery of such cash or Shares shall be delayed until the date that is six (6) months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code).

Notwithstanding anything to the contrary contained herein, the Company and the Related Companies and their officers, directors, employees and service providers (other than Participants with respect to their own Awards or the payment, settlement or deferral thereof) shall have no liability for adverse consequences under Section 409A.

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SCHEDULE A

TO THE

JACOBS SOLUTIONS INC.

2023 Stock Incentive Plan, as Amended and Restated

Treatment of Options and SARs

Event

Impact on

Vesting

Impact on Exercise Period
Employment terminates due to RetirementUnvested Options and SARs are forfeitedExpiration date provided in the Award Agreement continues to apply
Employment terminates due to Disability or deathAll Options and SARs become immediately vestedExpiration date provided in the Award Agreement continues to apply
Employment terminates in a Qualifying Termination within two years following a Change in ControlAll Options and SARs become immediately vestedExpire on the earlier to occur of (1) the expiration date provided in the Award Agreement, or (2) two years from the date of termination
Employment terminates for reasons other than (i) a Qualifying Termination within two years following a Change in Control,    (ii) Disability, (iii) Retirement, or (iv) death (for purposes of this section, the receipt of severance pay or similar compensation by the Award recipient does not extend his or her termination date)Unvested Options and SARs are forfeitedExpires on the earlier to occur of (1) the expiration date in the Award Agreement, or (2) three months from the date of termination
Participant is an employee of a Related Company, and the Company’s investment in the Related Company falls below 20% (this constitutes a termination of employment under the Plan)Unvested Options and SARs are forfeitedExpires on the earlier to occur of (1) the expiration date provide in the Award Agreement, or (2) three months from the date of termination
Employee becomes an employee of an entity in which the Company’s ownership interest is less than 20% (this constitutes a termination of employment under the Plan)Unvested Options and SARs are forfeitedExpires on the earlier to occur of (1) the expiration date provided in the Award Agreement, or (2) three months from the date of termination
Employment transferred to a Related CompanyVesting continues after transferExpiration date provided in the Award Agreement continues to apply
Death after termination of employment but before Option/SAR has expiredNot applicableRight of executor or administrator of estate (or other transferee permitted under Plan or Award Agreement) terminates on the earlier to occur of (1) the expiration date provided in the Award Agreement, or (2) the expiration date that applied immediately prior to the death

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Event

Impact on

Vesting

Impact on Exercise Period
A Change in Control occurs and Options and/or SARs are not assumed and continued by the acquiring or surviving corporation in the transaction (or a parent corporation thereof)All Options and SARs become immediately vestedExpires on the date of the Change in Control; provided that the Employee is given at least 15 days’ notice of such termination and the opportunity to exercise outstanding Options during such notice period.

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SCHEDULE B

to the

JACOBS SOLUTIONS INC.

2023 Stock Incentive Plan, as Amended and Restated

Treatment of Restricted Stock and Restricted Stock Units

EventImpact on Vesting
Employee’s employment terminates due to RetirementUnvested Restricted Stock and Restricted Stock Units are forfeited upon Retirement
Employee’s employment terminates due to Disability or deathThe restrictions on all unvested Restricted Stock shall immediately lapse and unvested Restricted Stock Units become immediately vested; provided, however, that any awards of Restricted Stock and/or Restricted Stock Units that are subject to performance-based vesting criteria shall remain outstanding and continue to vest or become earned based upon the Company’s actual performance through the end of the applicable performance period
Employment terminates in a Qualifying Termination within two years following a Change in ControlThe restrictions on all unvested Restricted Stock shall immediately lapse and unvested Restricted Stock Units become immediately vested; provided, however, that any awards of Restricted Stock and/or Restricted Stock Units that are subject to performance-based vesting criteria shall be paid at a level based upon the Company’s actual performance as of the applicable Qualifying Termination.
Employment terminates for reasons other than (i) a Qualifying Termination within two years following a Change in Control, (ii) Disability, (iii) Retirement or (iv) death (for purposes of this section, the receipt of severance pay or similar compensation by the Employee does not extend his or her termination date)Unvested Restricted Stock and Restricted Stock Units are forfeited
Employee is an employee of a Related Company, and the Company’s investment in the Related Company falls below 20% (this constitutes a termination of employment under the Plan effective as of the date the Company’s investment in the Related Company falls below 20%)Unvested Restricted Stock and Restricted Stock Units are forfeited
Employee becomes an employee of an entity in which the Company’s ownership interest is less than 20% (this constitutes a termination of employment under the Plan effective as of the date the Employee becomes an employee of the entity in which the Company’s ownership interest is less than 20%)Unvested Restricted Stock and Restricted Stock Units are forfeited
Employment transferred to a Related CompanyThe restrictions on unvested Restricted Stock shall continue to lapse and Restricted Stock Units continue to vest after the transfer, subject to the Company’s actual performance with respect to any applicable performance-based vesting criteria

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EventImpact on Vesting
A Change in Control occurs and Unvested Restricted Stock and Restricted Stock Units are not assumed and continued by the acquiring or surviving corporation in the transaction (or a parent corporation thereof)The restrictions on all unvested Restricted Stock shall immediately lapse and unvested Restricted Stock Units become immediately vested; provided, however, that any awards of Restricted Stock and/or Restricted Stock Units that are subject to performance-based vesting criteria shall be paid at a level based upon the Company’s actual performance as of the applicable Change in Control.

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LOGO

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LOGOLOGO

SCAN TO VIEW MATERIALS & VOTE w JACOBS ENGINEERING GROUPSOLUTIONS INC.

1999 BRYAN STREET

SUITE 1200

DALLAS, TX 75201

There are three ways to vote your proxy.

1999 BRYAN STREET Your telephone or Internet vote authorizes the proxies named on the reverse side to vote the shares held in this account SUITE 3500 in the same manner as if you marked, signed and returned your proxy card.

DALLAS, TX 75201 Before VOTE BY The INTERNET -Meeting— Go to www.proxyvote.com

or scan the QR Barcode above Use Eastern the InternetTime internet on to Monday, transmit January your voting 23, 2023 instructions for shares and held for directly electronic and delivery by 11:59 of information p.m. Eastern up Time until on 11:59 Thursday, p.m. Eastern Time (GMT-5) on Tuesday, January 16, 2018.follow the 19, instructions 2023 for shares to obtain held your in the records Jacobs and Plan to . create Have your an electronic proxy card voting in hand instruction when you form access . the web sitewebsite and During The Meeting—Go to www.virtualshareholdermeeting.com/J2023 You box marked may attend by the the arrow meeting available via the and Internet follow and the vote instructions to obtain your records and to create an electronic voting instruction form.

during the . meeting. Have the information that is printed in the VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephoneBY touch PHONE -tone — 1telephone -800-690- 6903 to transmit your voting instructions up until 11:59 p.m. Eastern Time (GMT-5) on Tuesday,Monday, in January 16, 2018.the Jacobs 23, 2023 Plan for . Have shares your held proxy directly card and in hand by 11:59 when youp .you m. Eastern call and Time then on follow Thursday, the instructions.

instructions January 19, . 2023 for shares held Mark, VOTE BY sign MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like DELIVERY to reduce OF the FUTURE costs incurred PROXY by MATERIALS our Company in mailing proxy materials, you can consent to receiving electronic all future proxy delivery, statements, please follow proxy the cards instructions and annual above reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote electronically using the Internet via e-mailand, or when the Internet prompted, . To indicate sign up that for you agree to receive or access proxy materials electronically in future years.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E34472-P99820

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D93552-P81791 KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

JACOBS ENGINEERING GROUP INC.

The Board of Directors recommends a vote FOR each Nominee for Director and FOR Proposals 2 and 3.

1.

Election of Directors

Nominees:

  For    Against    Abstain  
1a.     Joseph R. Bronson
1b.     Juan José Suárez Coppel  For    Against    Abstain  

1c.     Robert C. Davidson, Jr.

2.Advisory vote to approve the Company’s executive compensation.

1d.     Steven J. Demetriou

1e.     Ralph E. Eberhart

3.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

1f.     Dawne S. Hickton

1g.     Linda Fayne Levinson
1h.     Robert A. McNamara
1i.     Peter J. Robertson
1j.     Christopher M.T. Thompson

DETACH AND RETURN THIS PORTION ONLY JACOBS SOLUTIONS INC. The Board of Directors recommends a vote FOR each Nominee for Director and FOR Proposals 2, 4 and 5 and 1 year on Proposal 3. 1. Election of Directors For Against Abstain Nominees: 1a. Steven J. Demetriou ! ! ! 1b. Christopher M.T. Thompson ! ! ! For Against Abstain 1c. Priya Abani ! ! ! 2. Advisory vote to approve the Company’s executive ! ! ! compensation. 1d. General Vincent K. Brooks ! ! ! 1 Year 2 Years 3 Years Abstain 3. Advisory vote on the frequency of shareholder 1e. General Ralph E. Eberhart ! ! ! advisory votes on the Company’s executive ! ! ! ! compensation. 1f. Manny Fernandez ! ! ! For Against Abstain 1g. Georgette D. Kiser ! ! ! 4. To approve the amendment and restatement of the ! ! ! Company’s Stock Incentive Plan. 1h. Barbara L. Loughran ! ! ! 5. To ratify the appointment of Ernst & Young LLP as the ! ! ! Company’s independent registered public accounting firm. 1i. Robert A. McNamara ! ! ! 1j. Robert V. Pragada ! ! ! 1k. Peter J. Robertson ! ! ! THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH DIRECTOR NOMINEE AND FOR PROPOSALS 2 AND 3.

IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. Please sign as your name(s) appear(s) on this proxy. If held in joint tenancy, all holders must sign. Trustees, administrators, etc. should include their title and authority. Corporations should provide the full name of the corporation and of the authorized officer signing this proxy. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Signature [PLEASE SIGN WITHIN BOX]Date                                Signature (Joint Owners)   Date


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JACOBS ENGINEERING GROUPSOLUTIONS INC.

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, Tuesday, January 17, 2018

4:30 PM ET

The Ritz-Carlton New York, Battery Park

Manhattan Ballroom

2 West Street

New York City, New York 10004

U.S.A.

24, 2023, at 9:00 a.m., Central Standard Time Attend online at www.virtualshareholdermeeting.com/J2023 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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E34473-P99820 D93553-P81791 Jacobs Solutions Inc. 1999 Bryan Street, Suite 3500proxy Dallas, Texas 75201 This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on January 24, 2023. The shares of stock held in this account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted in accordance with the Board of Directors’ recommendations and in the discretion of the proxies named below with respect to any other matters that may properly come before the Annual Meeting and all adjournments and postponements thereof. By signing the proxy, you revoke all prior proxies and appoint Steven J. Demetriou, Kevin C. Berryman and Justin C. Johnson, and each of them, as proxies, each with full power of substitution, to vote the shares held in this account on the matters shown on the reverse side and any other matters which may properly come before the Annual Meeting and all adjournments or postponements thereof. Retirement Savings Plan Participants. This card also constitutes voting instructions by the undersigned participant to the trustees of Jacobs 401(k) Plus Savings Plan; the Jacobs Union 401(k) Plus Savings Plan or the Jacobs Technology Inc. Employees’ Savings Plan (collectively referred to as the Jacobs 401(k) Plans) for all shares votable by the undersigned Plan participant. The undersigned on the reverse side of this card authorizes and instructs Vanguard, as trustee of the Jacobs 401(k) Plans (“Trustee”), to vote all shares of the common stock of Jacobs Solutions Inc. allocated to the undersigned’s account under any of the Jacobs 401(k) Plans (as shown on the reverse side) at the 2022 annual meeting of shareholders, or at any adjournment thereof, in accordance with the instructions on the reverse side. The Trustee will vote the shares credited to this account in accordance with your instructions, provided the Trustee determines it can do so in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Pursuant to ERISA, the Trustee would only be prevented from voting the shares credited to this account in accordance with your instructions if the independent fiduciary of the Plan, State Street Global Advisors (“SSGA”), deems that following the instructions would be a violation of the trustee’s fiduciary duties. Your voting instructions must be received by January 19, 2023 at 11:59 p.m. Eastern Time. If you do not provide voting instructions or if your instructions are not received in a timely manner, SSGA will direct the Trustee, in SSGA’s discretion, how to vote these shares. All voting instructions for shares held in the Plan shall be confidential. If you vote by Phone or Internet, please do not mail your Proxy Card. See reverse for voting instructions.

 

LOGO

Jacobs Engineering Group Inc.

1999 Bryan Street, Suite 1200                                                                                                                                                      proxy

Dallas, Texas 75201

This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on January 17, 2018.

The shares of stock held in this account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted “FOR” the persons nominated as directors by the Board of Directors, “FOR” Proposals 2 and 3, and in the discretion of the proxies named below with respect to any other matters that may properly come before the Annual Meeting and all adjournments and postponements thereof.

By signing the proxy, you revoke all prior proxies and appoint Steven J. Demetriou, Kevin C. Berryman and Michael J. Tyler, and each of them, as proxies, each with full power of substitution, to vote the shares held in this account on the matters shown on the reverse side and any other matters which may properly come before the Annual Meeting and all adjournments or postponements thereof.

If you vote by Phone or Internet, please do not mail your Proxy Card.

See reverse for voting instructions.