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☐Notice of 2024 Annual

Meeting of Shareholders

& Proxy Statement

 Check box if any part of the fee is offset as provided by Exchange Act Rule01-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Challenging today.

Reinventing tomorrow.

Notice of 2024 Annual Meeting

of Shareholders & Proxy Statement

(2)Form, Schedule or Registration Statement No.:

 

(3)Filing Party:

At Jacobs, we make the world smarter,more

(4)Date Filed:

connected and more sustainable.

 

 

LOGOLOGO

Notice of 2018

Annual Meeting of Shareholders and Proxy Statement

Jacobs Engineering Group Inc.CEO’s Message

 

LOGOLOGO

 

FY23 notable recognition

◾ Received the World Environment Center’s prestigious 2023 Gold Medal Award recognizing our sustainability transformation.

◾ Placed on Dow Jones Sustainability World Index 2022 and CDP’s A List for Climate for the first time.

◾ Ranked N° 1 on Engineering News-Record (ENR)’s list of Top 500 Design Firms for the sixth consecutive year, and N° 1 on ENR’s Top 50 Program Management Firms for the third consecutive year.

◾ Awarded five-star leader rating for climate & ESG impact by Environment Analyst in 2023.

◾ Named on Forbes’ The World’s Top Female-Friendly Companies 2022.

◾ Received a prestigious “Gold” 2023 Brandon Hall Group HCM Excellence Award for our global CEO Leadership Roundtable program.

Fellow shareholders,

I was honored to assume the role of CEO in January. Drawing from my 16 years with Jacobs, my aim as CEO is to build upon the remarkable progress being made to diversify our capabilities and offerings, thereby expanding opportunities and value for our clients, our shareholders and our people. Since January, I’ve valued the opportunity to continue to connect with many of our stakeholders, visiting projects and offices around the globe. I continue to be inspired by our work providing solutions and outcomes which are having a positive impact in the world for the future.

A dynamic business for a changing world

Universally, our clients are being asked to do more, faster and with less, whether it be managing skills shortages, tighter budgets or supply chain limitations, all while navigating global climate change and complex geopolitical conditions. We’re seeing larger, more multifaceted projects across key sectors aligned to critical infrastructure and sustainability. Anticipating the global mega trends most important to our clients, we’re leveraging the science-based, deep domain experience we’ve gained over decades to solve complex challenges around climate response, social value, resource constraints, cybersecurity, data and technology.

With the transformational moves within our portfolio in the sectors we serve, I firmly believe this is the time for us to capitalize on opportunities to lead our industry, while optimizing and streamlining our business to accelerate organic growth.

As we work on some of the most critical infrastructure projects around the world, we’re positively advancing what thoughtful, quality and nature positive infrastructure can do to support our communities in the future and how we can help promote equitable systems.

LOGOSolutions for a better future

LETTER TO SHAREHOLDERSOur strategy is taking Jacobs to new levels of success by focusing on three significant growth accelerators — climate response, data solutions, and consulting & advisory services. Climate change is the biggest global disruptor of our time, and the way it impacts people’s everyday lives speaks to the importance of how we act now and plan for the future. Our climate response accelerator is focused on end-to-end solutions that we co-create with our clients in energy transition, decarbonization, adaptation & resilience, and regenerative & nature-based climate solutions.

FROM OUR CHAIRMAN & CEOWe’re helping clients navigate the future around clean, secure, affordable energy supply, decarbonization, electrification demand and decentralization. Opportunities around clean energy and utility grid infrastructure upgrades continue to expand — as reflected by our work with National Grid in the U.S. and the U.K., SuedLink in Germany, Fortescue Future Industries globally, and one of the largest offshore wind ports in the U.S., the South Brooklyn Marine Terminal. In addition, we’re designing, engineering and delivering electric vehicle (EV) and battery manufacturing facilities for four of the largest EV manufacturing plants in the U.S., and helping transit agencies, municipalities and state transportation departments electrify and green their fleets. With the U.S. CHIPS Act and similar legislative drivers, we’re capturing aligned opportunities in semiconductors, particularly in the U.S., Europe and the Middle East, as the world reshapes global supply chains. We’re also partnering with the world’s leading Life Sciences firms to advance transformative treatments and therapies — delivering advanced manufacturing facilities that positively impact people’s lives and shape a better tomorrow.

Dear Fellow Shareholder,

ThereClimate change, compounded by population growth, water scarcity and vulnerability to natural hazards, has never beenincreased the need for integrated, scalable solutions for resilient water resources. From coastal protection and ecosystem restoration to OneWater planning, where we take a holistic view across the entire water cycle, we support some of the largest programs globally — like our work with the Las Virgenes-Triunfo Pure Water Project and Singapore Public Utilities Board.

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Our continued focus on data solutions is crucial to supporting these projects. We’re investing in big data, artificial intelligence (AI) and generative design while building a technology backbone that enables us to add value in a more exciting timeefficient way. We’re developing proprietary solutions and also working in partnership with Palantir to be at Jacobs.develop smart algorithms and create a consistent and scalable product that connects predictive AI modeling with day-to-day operations and process optimization for clients. We’re using our digital products, Aqua DNA and Intelligent O&M, to assist the City of Wilmington, U.S., to reduce chemical and energy consumption and make positive environmental impact through smarter deployment of preventative maintenance activities.

Our majority investment in PA Consulting is also proving highly successful with synergies in our consulting & advisory services accelerating opportunities in multiple sectors as we discover new opportunities that deploy our complementary strengths. Together, we’re providing strategic management and technical services to The Company’s performance remains solid,Copenhagen Metro, one of the most advanced public transport systems in Europe.

Our transformation trajectory

We also reached an important milestone in our journey to become a more streamlined and higher value company focused on addressing critical infrastructure, advanced manufacturing and sustainability challenges. In November 2023, we entered into a definitive agreement to spin-off and combine our Critical Mission Solutions and Cyber & Intelligence government services businesses with a foundation built upon our people’s dedication, talent, innovation, commitment to safety and our culture of caring, along with a willingnessAmentum to create a bridgenew, publicly-traded player in the government services sector positioned to address many of the world’s most complex and critical challenges. I’ve seen firsthand the world-class innovation and problem-solving our CMS and C&I teams have brought to Jacobs, and I am excited for the great opportunities ahead.

Our transformational journey would not have been possible without our experienced and highly engaged Board of Directors. We recently welcomed our newest members to the Board, Julie Sloat and Louis Pinkham. With more than 60 years’ experience between them across business, technology manufacturing and energy transition, they bring a stronger, biggertrack

record of scaling ground-breaking products and better Jacobs.services, developing organizations, and building cross-industry, strategic partnerships.

GovernanceIn July 2022, we welcomed Claudia Jaramillo as Executive Vice President, Strategy and Compensation PracticesCorporate Development. Claudia played an important role, alongside then CFO Kevin Berryman, on the issuance of our first-ever Sustainability-Linked Bond in February 2023 and, in August 2023, she transitioned into her new role as Chief Financial Officer. Her record of leadership and operational execution ideally positions her to serve in this role to further advance our strategy.

As your elected fiduciaries, we strongly believe that comprehensive corporate governance oversight, combined with highly talented people executing a compelling strategy, is fundamental to building long-term shareholder value. Furthermore, our Board embraces high levels of integrity and corporate governance processes, with a continuous review and refinementkey member of our practices.executive leadership team since 2014, Kevin has been instrumental in transforming Jacobs into a higher growth, higher value technology-enabled solutions provider. During his tenure, Kevin has been a proactive partner in forming and implementing our strategies and has driven strong financial performance focused on disciplined cost control, robust cash flow generation and effective capital deployment, in addition to demonstrating committed leadership to our cultural transformation.

Board Structure – The BoardI want to thank Kevin for his dedication to the CFO role and the entire Company and I look forward to continuing to work with him as he provides strategic insights to the long-term vision of both independent Jacobs and independent CMS. It’s noteworthy that in Jacobs’ 76 years as a company, we’ve seen only five CEOs and four CFOs, which speaks volumes to our stability in a dynamic world.

Empowering our people

To provide the best talent to deliver for our clients we must be the best place our people want to work and build a career. At Jacobs, our aim is comprised of 10 members whom together bring rich industry experienceto create an environment that supports our Employee Value Statement — A World Where You Can! This is our commitment to our broadly diverse employees to support them in being their best self and diverse backgrounds. Our Board members are elected on an annual basis under a majority voting standard. The average tenure of our Board members is 8 years, with 4 newly appointed directors within the last 5 years. We plan to add an additional Board member in connection with our planned acquisition of CH2M HILL Companies, Ltd. (“CH2M”).

Oversight – The Board is highly engagedgive them opportunity to continually learn and meets with management on a regular basis to provide strategic guidance, including thorough diligence on acquisition and divestiture opportunities.grow. As part of our Culture of Caring, we promote agile careers to enable our people to develop new skills and unlock career opportunities across our business. Our successful and award-winning programs for our graduates, interns and apprentices, our leadership development programs and other

learning opportunities also empower our people to be their best for our clients. In addition, our global wellbeing programs, tools and benefits integrate physical, mental, financial and social wellbeing, to help our people thrive. We know that the better and more inclusive our team is around the globe, the better we will be in bringing innovative solutions to our clients.

More growth on the horizon

With the major government funding commitments such as the U.S. Infrastructure Investment and Jobs Act, the Inflation Reduction Act and similar mechanisms in the European Union and beyond, the increasing prevalence of climate response and digital enablement is driving a once-in-a-generation opportunity to deliver transformational change to the communities we serve. With our global talent base, we believe we can modernize critical infrastructure across higher margin markets — enjoying additional market-share — with efficient, automated, sustainable and resilient solutions that help

mitigate the climate crisis and deliver connected, secure and smart infrastructure through a lens of social equity and inclusivity.

At Jacobs, we set the standards for what’s possible and we have the capability to bring together the best minds in the industry. We have remained dynamic and agile, delivering for our clients, and evolving into a company of more than 60,000 talented teammates who are united by the purpose of creating a more connected, sustainable world. I would like to thank all our people for their passion and commitment to supporting our clients and delivering the best solutions to drive a positive impact in the world. I’m excited about this next chapter in our transformation and our ability to turn ideas into meaningful, positive outcomes that bring benefits to all our stakeholders.

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Bob Pragada

Chief Executive Officer

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Our client solutions

To help us challenge the accepted and shape the new standards our future needs, our three growth accelerators — Climate Response, Data Solutions and Consulting & Advisory services — create connections between the global market trends, our client solutions and our company purpose.

We engage at every stage of the challenge. Unlocking the possibilities to produce outcomes and solutions for the world’s most challenging issues and critical infrastructure — helping our clients ensure people are connected, have clean energy and water, live in a secure environment, have access to life enhancing therapies and more. Across our sectors, we bring deep capability in high-capacity, fast-ramp projects and more than 50 years of integrated major program delivery experience to support our clients’ most complex needs.

Advanced Manufacturing

◾We’re delivering four of the largest electric vehicle (EV) manufacturing plants in the U.S.; helping transit agencies, municipalities and state transportation departments win, plan and deploy EV infrastructure funding or other incentives through significant Acts in the U.S. and EU; and we’re also delivering across all aspects of the EV future — from planning fleet transitions to building charging infrastructure and battery manufacturing plants. We’re designing the facilities and managing construction for multiple site locations across North America and Europe to expand manufacturing capacity for sustainable EV batteries.

◾We’re capturing unprecedented growth in semiconductors design and construction management in the U.S. and Europe. Ranked No.1 by Engineering News Record for Semiconductors, we’re currently designing semiconductor projects in the U.S., Europe and Middle East.

◾We’re partnering with some of the world’s largest technology and data center providers to address critical sustainability and carbon neutrality challenges and driving innovation with renewable power and water technologies.

Cities & Places

◾Jacobs is a key player in the design and delivery of major programs that bring the Saudi Vision 2030 of economic transformation through the delivery of social infrastructure. Working with JASARA we are providing project and construction management consultancy services for THE LINE, NEOM Company’s (NEOM) linear and cognitive city under development in the northwest of Saudi Arabia. THE LINE will play a leading role in NEOM’s aim of establishing itself as a new destination for global tourism, industry and innovation.

◾We’re facilitating urban transformation, including leading a master planning engagement in New York City to explore the transformation of Rikers Island from a jail complex into a wastewater resource recovery and renewable energy hub.

◾We continue supporting the U.S. Department of State Bureau of Overseas Buildings Operations by providing program-level process- and procedure-improvement support, existing facilities surveys and analyses, and other project-specific support.

Energy & Environment

◾We’re accelerating contaminated sediment clean-ups for environment and infrastructure projects, addressing and mitigating risks to public health, welfare and environment by supporting the U.S. Environmental Protection Agency’s ambitious goals of cleaning up and restoring 22 out of 25 remaining Great Lakes Areas of Concern by 2030.

◾Through an Engineering Partnering Agreement, we’re supporting Fortescue Future Industries on a variety of decarbonization projects across its global ammonia, green hydrogen and renewable energy project portfolio spanning 25 countries.

◾Supporting renewable, new energy technology, security and energy resiliency efforts, we completed the underground engineering for the HDD company, the design-build contractor, for Oregon State University’s PacWave South commercial-scale, ocean wave energy testing facility — the first pre-permitted, full-scale test facility for wave energy devices in the U.S.

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We’re designing a new integrated mental health complex in Western Sydney to provide vital mental health care services to a fast-growing population in Australia.

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Building on a more than 15-year relationship with National Grid, under a new General Management Consultancy Framework we’re supporting the energy utility’s business service operations needs in the U.S. and U.K.

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We’re leading and managing the 10-year renovation of the S Concourse at Seattle-Tacoma International Airport, U.S., to modernize the 50-year-old concourse. Our strategic advisory services will drive sustainable solutions to support Pacific Northwest’s tourism and business gateway.

Health & Life Sciences

◾We’re delivering design, construction support and commissioning, qualification and validation for a greenfield monoclonal antibody manufacturing facility. The project uses sustainable design elements and digital design replication to execute a flexible facility that can reduce the time to get products to patients in need.

◾We provided construction management services to support the development of WuXi Biologics’ 26-hectare biomanufacturing facility, in Ireland, that incorporates leading-edge technology optimized for the flexible production of diverse drugs. Now in final stage qualification to deliver lifesaving drugs to patients, the facility won the Industrial (over €10m) Category of the 2023 Irish Construction Excellence Awards and was the 2023 operations category winner for the International Society of Pharmaceutical Engineering’s Facility of the Year Awards.

Transportation

◾We’re helping to deliver the U.K.’s Transpennine Route Upgrade — this transformative, major program of railway improvements will provide better, faster, more sustainable journeys to passengers traveling across the route spanning 70 miles and 23 stations.

◾Using Jacobs’ Streetlight Data Software-as-a-Service offering, we’re helping transportation agencies make better decisions: From aiding cycling and active transport planning, identifying road safety hotspots and solutions, to diagnosing the infrastructure needed to boost equitable access. In the U.S., we’re helping the New Jersey Department of Transportation to study the benefits of marine highways to improve the resiliency of the freight network and support the state’s carbon emission reduction efforts.

◾In Denmark, we’re also collaborating with PA Consulting to provide research and strategic management advice to support the operation and maintenance of The Copenhagen Metro as it continues to deliver modern, future-ready services.

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Part of the innovative Strategic Pipeline Alliance, the biggest drinking water grid program in the U.K. in a generation, we’re supporting Anglian Water’s key strategic aims to make the East of England resilient to the risks of drought and flooding and to be a net-zero carbon business by 2030.

Water

◾We’re providing construction management and design support services for New Zealand’s Central Interceptor, the supersized wastewater tunnel, which will play a crucial role in ensuring cleaner waterways in central Auckland and future-proof the wastewater infrastructure for the city’s growing population.

◾We’re actively introducing our advanced digital solutions to our clients across the globe. Notably, our collaboration with the City of Wilmington, U.S., stands out as a prime example of our commitment to driving positive change. In Wilmington, Aqua DNA and Intelligent O&M play a pivotal role in their journey towards risk reduction, enhanced plant operations, waste and energy conservation and a transformative shift towards a net-zero energy footprint. Aqua DNA supports the city with real-time data through smart sensors, while Intelligent O&M delivers direct, predictive guidance to frontline Operations & Maintenance (O&M) staff.

◾We’re providing program management, owners engineering services and strategic funding advisory services to Inland Empire Utilities Agency for a major regional water management program that will incorporate indirect potable reuse to create a more sustainable, drought-resilient local water supply in one of the largest groundwater storage basins in southern California, U.S. •

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At Jacobs we’re invested in creating a more equitable society and a lasting legacy; we do things right, striving to leave our planet and our communities better than we found them.

Aligned with the United Nations (UN) Sustainable Development Goals (SDGs), PlanBeyond® is our approach to integrating sustainability throughout our operations and client solutions — planning beyond today for a more sustainable future for everyone. We’ve invested in a portfolio focused on creating positive social and economic impacts, while protecting our environment and improving resilience.

Our climate response

Climate response is one of three core accelerators in our company strategy and our Climate Action Plan (updated in FY22) sets out our climate mitigation and adaptation commitments.

Our key ambitions focus on oversight,driving positive impact through our operations and client solutions — including achieving net zero across the value chain by 2040 and contributing to the UN SDGs across all of our solutions by 2025.

Our ESG Disclosures Report shares our Environmental, Social and Governance (ESG) performance, reported in alignment with the Sustainability Accounting Standards Board framework and informed by Global Reporting Initiative standards.

Our net-zero targets are approved by the Science Based Targets initiative, and our carbon neutrality status is in line with the international standard PAS 2060. Detailed in our Carbon Neutrality Commitment, we appointedachieved 100% low-carbon electricity, and we became carbon neutral for our operations and business travel in 2020. We continue to maintain these commitments. Our suite of digital tools is enabling us to streamline our ESG data gathering, calculations and analytics.

In FY23, Jacobs launched our inaugural Sustainability Linked Bond (SLB) which further reflects our industry leadership and commitment to incorporating sustainability into the company’s financing strategy. The SLB’s performance is underpinned by two Key Performance Indicators, one that is linked to gender equality and reduced inequalities (UN SDG 5 and UN SDG 10) and the other to climate action (UN SDG 13).

In FY22, we saw a lead independent director61% reduction in total value chain greenhouse gas (GHG) emissions (Scope 1, Scope 2 market-based and Scope 31) to 130,232 tCO2e, from a proforma FY19 baseline that reflects our acquisitions. Our net GHG emissions for Scopes 1 and 2 and Scope 3 business travel after the application of energy attribute certificates (Scope 2 market-based) and carbon offsets for FY22 is zero. Third party verified data for FY23 will be issued in FY242.

We commit that 65% of our suppliers by spend, covering purchased goods and services, will have science-based targets by 2025.

Industry-leading ESG status (FY23)

Placed on Dow Jones Sustainability World Index 2022.

Placed on CDP’s “A List” for Climate in 2022.

Gold medal in the EcoVadis Sustainability Ratings 2022.

Sustained ISS Prime Status for our ESG corporate rating.

Received the World Environment Center’s prestigious 2023 Gold Medal Award recognizing our international corporate achievement in sustainable development.

Awarded five business achievement awards for our environmental industry leadership and social contributions in 2022 from Environmental Business International.

Jacobs’ Executive Chair of the Board of Directors and former CEO Steve Demetriou received the Individual Leadership Award at the Climate Registry’s Climate Leadership Awards.

Environment Analyst awarded five-star leader rating for climate & ESG impact.

Jacobs’ Senior Vice Pre\sident, Office of Global Climate Response & ESG Jan Walstrom was also named Sustainability Leader of the Year in Environment Analyst’s Sustainability Consulting Awards 2023.

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Supporting efforts to catalyze a step-change in climate response ambitions for business, we joined The Climate Pledge, a commitment by companies to reach net-zero carbon emissions by 2040 — a decade ahead of the Paris Agreement’s goal of 2050.

As our business shifts, so do our sustainability ambitions. In FY24, we’ll continue to adapt and pivot our PlanBeyond approach to ensure independent leadershipwe continue to drive positive impact by channeling our expansive capabilities in resilient, inclusive infrastructure, clean water, clean energy, social value and beyond.

Our global communities

Consistent with our values, every year we invest in local communities not only where our employees live and work, but globally, collaborating with charities and not-for-profit organizations to make a positive impact.

Through CollectivelySM, our global giving and volunteering program, employees can support eligible charities with Jacobs matching donations to a certain level, request a company donation to a charity of their choice that is aligned with our values and strategic causes, and receive paid volunteer time and rewards.

In FY23, through Collectively, together we supported communities devastated by the boardroom.

Executive Compensation – We believecontinuing war in pay for performance executive compensation that incentivizes creatingUkraine and sustaining long-term shareholder value. The majority ofevents including the compensation for our named executive officers is performance-based. This compensation is dependent on the achievement of a combination of both near-termearthquake in Türkiye and long-term financial targets.Syria. We also hold shareholder advisory votes on “say-on-pay” on an annual basis.

Value Creation Strategysupported organizations including Team Rubicon, a veteran-led humanitarian organization serving global communities before, during, and after disasters and crises.

We began fiscal 2017joined companies around the world in signing the Ukraine Business Compact 2023 — a declarative statement of international business support for Ukraine’s recovery.

Twelve Jacobs employees participated in our 15th Bridges to Prosperity bridge build, constructing a footbridge in Rwanda, that now provides over 2,700 local community members with an “investor day” outliningyear-round safe passage.

Our annual Water for People campaign raised more than $230,000 in corporate and employee funds to create local water and sanitation utilities around the globe.

Around the world, our three-year strategypeople deliver a science, technology, engineering, arts and showcasingmathematics (STEAM) education and engagement program that supports 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 innovation that will drive long-term outperformance.

Transform the Core – Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence.

Grow Profitably – Execute a balanced strategy focused on organic growth, acquisitions and active management of portfolio of businesses to drive profitable growth in the most attractive sectors and geographies.

Throughout the organization, our culture is the foundation on which we build our reputation of excellence in the markets we serve. This strong foundation is based on our longstanding commitment to safetyequality, inclusion and integrity, supported by four core values: (1)diversity. The Butterfly Effect is designed to enable young people areto develop the knowledge and understanding they need to put sustainability at the heart of everything they do.

Delivering our business, (2) clients areAction Plan for Advancing Justice and Equality

Our Action Plan for Advancing Justice and Equality focuses on advancing Black and historically underrepresented employees and contributing to structural change in broader society. We continue to work toward our valued partners, (3) performance excellence isfive-year target of investing $10 million by mid-2025 to support targeted charitable donations, further STEAM outreach efforts to historically underrepresented groups, increase our support of diverse suppliers, and strengthen our commitment to developing and (4) profitable growth is an imperative.hiring the best diverse talent. In FY23, we invested approximately $1.7 million toward this commitment.

As partWe are supporting several Historically Black Colleges or Universities (HBCUs), including Howard University where the Jacobs Equity and Advancement Program, a scholarship program and student engagement plan, provides monetary supplement to STEAM education, as well as supporting opportunities for research, mentorship and continued STEAM outreach.

We have completed our $1M support to build and open SEED School of LA County, proudly serving 400 at risk students from one of the city’s most historically disadvantaged neighborhoods.

We’re supporting the Cowrie Scholarship Foundation’s mission to graduate 100 disadvantaged Black Britons through

U.K. universities in the next decade. And, we’re working with 20/20 to help racially underrepresented people to access career and business development opportunities. We’re partnering with Tent’s LGBTQ+ Refugee Mentorship Initiative, pairing Jacobs mentors with LGBTQ+ refugees fleeing persecution. While industry benchmarks for supplier

~21K

EMPLOYEE VOLUNTEER

HOURS TRACKED

~34.35%

DIVERSE SUPPLIER SPEND

$3.2M+

JACOBS’ CHARITABLE

DONATIONS IN FY23

$2.18B

SPEND ON DIVERSE,

MINORITY-OWNED

& DISADVANTAGED

BUSINESSES

2.7K+

CHARITIES SUPPORTED

$10M

SUPPORT OVER FIVE

YEARS TO HISTORICALLY

UNDERREPRESENTED

GROUPS

diversity currently average around 7.2% of total spend, in FY23 we spent $2.18 billion on diverse, minority-owned and disadvantaged businesses, representing approximately 34.35% of our effort to transform the core of our business, we completed a restructuring program that we expect will result in annual cost savings of over $289 million. During fiscal 2017, we also invested approximately $30 million in technology modernization and process improvements to enhance our business capabilities and improve client service.total supply chain spend.

 

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1    PA Consulting is included in Jacobs’ Scope 3 emissions as an investment based on Jacobs’ 65% ownership.

To reinforce2    We are externally verifying our management’s focus on profitable growth, we introduced a gross margin in backlog metric to our short-term incentive planFY23 emissions and added return on invested capital (ROIC) as a performance metricwill be including that data 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 acquisitionFY23 ESG Disclosures Report which is expected to be transformationalavailable soon.

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Our people and culture

Our people and our culture are fundamental to what truly makes Jacobs. Authentic leadership and a commitment to living our core values every day creates trust, respect and empowerment across our business. It helps us stay focused on our Culture of CaringSM to deliver the best outcomes for all our stakeholders.

By fostering learning and unlocking career opportunities for our people, we attract and retain the best talent to deliver for our clients and fuel long-term growth for Jacobs. Our expanded global resources help our talent around the globe grow and develop careers while also sharing expertise and specialized skills.

A world where you can

Our people can pursue different careers and lifelong professional opportunities at Jacobs. We promote and foster agile careers enabling employees to develop new skills and accelerate learning in different areas of our business. Our Jacobs Go! Program provides six-month roles that encourage career growth and greater understanding across our global footprint.

Developing the next generation of professionals, our global graduate development program and our local apprenticeships transition our future talent into our community with the skills, networks and knowledge

necessary to create the foundation for a successful career at Jacobs. We also provide our interns with practical, relevant “real life experience” to help support their professional goals.

We introduced our Returnship Program for talented professionals looking to refresh skills and reignite careers after an extended career break. As an employer of choice for diverse talent, this program enables us to bring more innovative thought and solutions into our teams to support our clients.

One of our most successful leadership programs has been our award-winning CEO Leadership Roundtable series which helps our people leaders and influencers around the world to strengthen their leadership capabilities and grow as inspiring, impactful leaders.

We’re continually working to broaden the combined company willpipeline of diverse talent, providing an environment where people of all backgrounds, ethnicity, gender, geography, disability, sexuality or any other characteristic, can thrive. Given the typically lower female representation in STEAM careers, we’re particularly focused on empowering our female talent to help advance our innovation and growth.

Partnerships and recognition

Earned the top score in the 2023 Disability Equality Index, a U.S.-based benchmarking tool for corporate policies and practices related to disability and workplace equality.

For the third consecutive year, named one of The Times Top 50 Employers for Gender

Equality 2023, the U.K.’s most highly profiled and well-established listing of employers striving for gender equality in the workplace.

Ranked on the Social Mobility Foundation Employer Index 2023 of the top 75 employers.

Honored as a 2023 VETS Indexes 4 Star Employer, recognizing our commitment to recruiting, hiring, retaining, developing and supporting veterans and the military-connected community.

Proud to again be ranked No. 6 in Stonewall’s U.K. Workplace Equality Index (WEI) Top 100 Employers List for LGBTQIA+ People and retain Stonewall’s Gold Award.

Received the People First and Large Firm of the Year awards from Consult Australia.

Committed to Hiring Our Heroes, designed to help veterans, transitioning service members and military spouses find meaningful employment opportunities.

Partnering with the U.S. Department of Defense on their SkillBridge program.

Partnering with the Viscardi Center and the National Business Disability Council’s

Emerging Leaders program, an initiative aimed at empowering college students living with disabilities and developing them for business leadership positions.

viii     LOGO  | 2024 Proxy Statement

We’re working to significantly improve our global gender balance by fiscal year 2025, with our aspiration to achieve 40% female talent, 40% male talent and 20% being a flexible measure — including any gender and those who choose not to identify or disclose. We extended this aspirational goal in our new, industry-leading Sustainability-Linked Bond Framework, where the interest rates payable on the bonds are tied to Jacobs’ efforts to increase gender diversity in leadership positions by 2028.

Focus on wellbeing

Our TogetherBeyondSM approach supports a workplace where we are curious, embrace different perspectives and harness new ideas to bring the innovative, extraordinary solutions clients demand from us. We know that if our people feel connected and that they belong, then there is no limit to who they can be and what we can achieve together.

Whether they connect through our Jacobs Employee Networks, our Communities of Practice, or other ways, our people collaborate and drive pivotal initiatives within Jacobs that directly impact our clients and create a workplace where everyone thrives.

Integrating physical, mental, financial and social wellbeing, our global wellbeing programs, tools and benefits put our people and their families first, giving them resources and support to be at their best. Our new global financial counseling helps our people globally manage their finances now and into the future. We’ve partnered with Carrot to bring free, inclusive fertility healthcare and family-forming benefits for all paths to parenthood and provide support for menopause, low testosterone and more. We also expanded our parental leave in priority growth sectors such as Transportation, Social Infrastructure, Water, Nuclear, and Environmental Services. In additionthe U.S.

We’re working 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 componentdrive inclusion 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 operationsLGBTQ+ family, 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 pleasedprovide them with the Company’s performance during the yearappropriate support by reviewing all key Jacobs family policies for inclusiveness, regardless of gender or gender identity.

We commenced our BeyondZero® journey in 2007, and we remain confidentcommitted to prioritizing work that is healthy, safe and secure for our people and our planet, and we’re proud to have demonstrated safety excellence

with another year of zero employee fatalities at work and a total recordable incident rate1 of 0.20, compared to the North American Industry Classification System’s most recently reported2 aggregate rate of 0.60.

Jacobs’ One Million Lives (OML) app continues to grow in momentum, providing a free, publicly available, mental health check-in tool with a resources website that enables users to check their own mental health and access proactive strategies for personal mental health development. Over 40,000 One Million Lives check-ins were completed between December 2020 launch and our abilityfiscal year end 2023.

1    As at October 15, 2023 and recorded in accordance with OSHA record keeping requirements, but subject to execute againstchange thereafter due to possible injury/illness classification changes. The TRIR calculation uses the U.S. OSHA formula of ‘Number of Incidents x 200,000 / total number of hours worked in a year’. The 200,000 is the benchmark established by OSHA because it represents the total number of hours 100 employees would log in 50 weeks based on a 40-hour work week.

2    Cited on September 14, 2023 via U.S. Bureau of Labor Statistics — Incidence rates of non-fatal occupational injuries and illnesses by industry and case types, 2021 for NAICS code 54133.

0.20

TOTAL RECORDABLE

INCIDENT RATE

40K+

ONE MILLION LIVES

CHECK-INS SINCE LAUNCH

TO FISCAL YEAR END 2023

2,000+

ACTIVE POSITIVE MENTAL

HEALTH CHAMPIONS

LOGO

Through our three-year strategic planeight Jacobs Employee Networks and other internal communities, our people play a critical role in attracting new talent into our business, and helping to enhance shareholder value, while maintainingshape our high standards of corporate governance.policies and our accessibility practices.

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

 

LOGO2024 Proxy Statement |  LOGO     ix

(This page intentionally left blank.)

Steven J. Demetrioux

Chairman and Chief Executive Officer

     LOGO  | 2024 Proxy Statement

ii    LOGO|2018 Proxy Statement

 

 

LOGO

LOGO

NOTICE OF 20182024

ANNUAL MEETING OF SHAREHOLDERS

When:Wednesday, January 17, 2018,24, 2024, at 4:30 p.m.9:00 a.m., local timeCentral Standard Time

Where:The Ritz Carlton New York, Battery Park, Manhattan Ballroom, 2 WestLocation: 1999 Bryan Street, New York, New York 10004First Floor, Dallas, Texas 75201 and online at www.virtualshareholdermeeting.com/J2024.

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”) 2024 Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). This year, you may attend the Annual Meeting in person in Dallas, Texas or via the internet at www.virtualshareholdermeeting.com/J2024. 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;2025 Annual Meeting.

2.

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

3.

3.   RatificationofApproval of the amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to provide for senior officer exculpation.

4.

Approval of the amendment of Jacobs Engineering Group Inc.’s Amended and Restated Certificate of Incorporation (the “JEGI Charter”) to remove the pass-through voting provision.

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; and27, 2024.

6.

4.   AnyotherVote on a shareholder proposal requesting simple majority vote, if properly presented.

7.

Discuss 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 27, 2023, 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.

 

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, 201727, 2023, may vote. You may vote in one of the following ways:

 

LOGO  

LOGOVote by Internet

www.proxyvote.com

 

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 24, 2024, either in person in Dallas, Texas or virtually during the live webcast

17, 2018

 

 

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.

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.

By order of the Board of Directors

LOGO

Michael R. Tyler

LOGO

Justin 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, 2024

  The  This Proxy Statement and accompanying 20172023 Annual Report to Shareholders are available athttp://materials.proxyvote.com/469814.

 

20182024 Proxy Statement|  LOGO    iiiLOGO     xi

 

 

TABLE OF CONTENTS

 

LETTER TO OURNOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

  ixi

NOTICE OF THE 2018 ANNUAL MEETING AND HOW TO VOTEPROXY STATEMENT

  iii1

PROXY STATEMENT

1

General

   1 

About the Annual Meeting

   1 

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  45

MEMBERS OF THE BOARD OF DIRECTORS

4

Director Experience MatrixWhat are You Voting on?

   5 

Director BiographiesWhat is the Voting Requirement?

5

Members of the Board of Directors

   6 

CORPORATE GOVERNANCEDirector Experience Matrix

   167

Director Biographies

8 

CORPORATE GOVERNANCE

15

Highlights

15

Our Corporate Governance Practices

   16 

The Board’s Role in Enterprise Risk Management Oversight

   1716 

Board Leadership Structure

18

Board Composition

18

Independence of Directors

   19 

Board Composition

20

Independence of Directors

20

Director Nominations

   1921 

Committees of the Board of Directors

   2021 

Corporate Governance Guidelines

   2124 

Director Education

   2224 

Management Succession Planning and Development

25

Annual PerformanceBoard and Committee Evaluations

   2225 

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

   2226 

Code of Ethics

   2226 

Stock Ownership Guidelines

   2326 

Shareholder Engagement

27

Contacting the Board of Directors

   2329 

Availability of Documents

   2429 

Compensation of Directors for Fiscal 2017

   2429 

Forward-Looking Statements

   2532 

PROPOSAL NO. 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

33

What are You Voting on?

   2633 

COMPENSATION COMMITTEE REPORTWhat is the Voting Requirement?

   2733 

COMPENSATION COMMITTEE REPORT

34

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

  2835

Executive Summary

   2835 

Our Executive Compensation Philosophy

   2935 

Guide to CD&A

36

Our Executive Compensation Program and Practices

   2937 

The Compensation Decision Process

   3039 

Assessing Compensation Competitiveness

   3139 

Shareholder Engagement andSay-on-Pay

32

Compensation Elements

   3241 

Other Benefits and

50

Other Policies

   4353 

EXECUTIVE COMPENSATION

  4755

Summary Compensation Table

   4755 

Narrative Disclosure to Summary Compensation Table

   4856 

20172023 Grants of Plan-Based Awards

   4957 

Outstanding Equity Awards of NEOs at 20172023 FiscalYear-End

   5059 

Option Exercises and Stock Vested in Fiscal 20172023

   5160 

Equity Compensation Plan Information

51

Non-qualifiedNon-Qualified Deferred Compensation

   5261 

Non-Qualified Deferred Compensation for 2023

61

Compensation Under Various Termination Scenarios

   5362

Equity Compensation Plan Information

64

Pay Ratio

64

Pay-versus-Performance

65 

PROPOSAL NO. 3 – APPROVAL OF AMENDMENT OF THE COMPANY CHARTER TO PROVIDE FOR SENIOR OFFICER EXCULPATION

68

What are You Voting on?

68

What is the Voting Requirement?

68

Background

69

Reasons for Voting for the Proposal

69

PROPOSAL NO. 4 – APPROVAL OF AMENDMENT OF THE JEGI CHARTER TO REMOVE THE PASS-THROUGH VOTING PROVISION

70

What are you voting on?

70

What is the vote requirement?

70

Background

71

Reasons for Voting for the Proposal

71

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

73

What are You Voting on?

   5873

What is the Voting Requirement?

73 

REPORT OF THE AUDIT COMMITTEE

74

AUDIT AND NON-AUDIT FEES

75

PROPOSAL NO. 6 – SHAREHOLDER PROPOSAL REQUESTING SIMPLE MAJORITY VOTE

76

Shareholder Proposal

   5976 

AUDIT ANDNON-AUDIT FEESStatement in Opposition to the Shareholder Proposal

   6076 

SECURITY OWNERSHIP

  6179

Security Ownership of Certain Beneficial Owners

   6179 

Security Ownership of Directors, Nominees and Management

   6280 

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS

  6381

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

ANNEX B

B-1
 

 

xii     LOGO  | 2024 Proxy Statement

iv    LOGO|2018 Proxy Statement

 

 

PROXY STATEMENT

We are providing these proxy materials in connection with the 20182024 Annual Meeting of Shareholders (the Annual Meeting) of Jacobs Engineering GroupSolutions Inc. (the “Company” or “Jacobs”). This Proxy Statement and the Company’s 20172023 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, 2017.15, 2023. 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, January 17, 2018,24, 2024, 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/J2024, 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, 2024,15 minutes before the meeting begins. A support line for technical assistance will also be provided on the virtual meeting website at www.virtualshareholdermeeting.com/J2024.

ABOUT THE ANNUAL MEETING

 

Who is soliciting my vote?

The Board of Directors of the Company (the “Board of Directors” or “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 

Proposal
Number		 Description  Board Recommendation  Page
Reference 

1

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 2025 Annual Meeting.  FOR each nominee  5

2

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

2

 An advisory vote to approve the Company’s executive compensation.  FOR  33

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

3

 Approval of the amendment to the Company Charter to provide for senior officer exculpation.  FOR  68

4

4

 Approval of the amendment to the JEGI Charter to remove the pass-through voting provision.  FOR  70

5

5

 Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2024.  FOR  73

6

6

 

Vote on a shareholder proposal requesting simple majority vote, if properly presented.

 

  AGAINST  76

2024 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 120,521,384126,316,478 shares of common stock outstanding and entitled to vote on November 22, 201727, 2023 (the “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 Statement| LOGO    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 (Amendment of the Company Charter to provide for senior officer exculpation): The approval of the amendment of the Company Charter requires the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting. Abstentions and broker non-votes have the same effect as a vote against the proposal.

Proposal No. 4 (Amendment of the JEGI Charter to remove the pass-through voting provision): The approval of the amendment of the JEGI Charter requires the affirmative vote of a majority of the shares of common stock entitled to vote at the Annual Meeting. Abstentions and broker non-votes have the same effect as a vote against the proposal.

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.

Proposal No. 6 (Shareholder Proposal – Simple Majority Vote): This shareholder proposal 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. The Board will consider the voting results of this proposal in their future deliberations regarding the appropriate voting standards within the Company Charter and in the Company’s Amended and Restated Bylaws (“Bylaws”).

2     LOGO  | 2024 Proxy Statement

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 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 Demetriou, Mr. Kevin BerrymanRobert V. Pragada, Ms. Claudia Jaramillo 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 or through the Jacobs 401(k) Plans (as defined below). You are encouraged to vote all proxy cards and voting instruction cards you may receive both a proxy voting card fromas soon as possible.

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

If your shares of Company andcommon 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, 2024, 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.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.

 

2024 Proxy Statement |  LOGO     3

2    LOGO|2018 Proxy Statement

 

 

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 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$30,000 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

 

4     LOGO  | 2024 Proxy Statement

2018 Proxy Statement| LOGO    3

 

 

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

 

What are you votingYou Voting on?

At the Annual Meeting, shareholders will be asked to elect tenthirteen (13) 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, Louis V. Pinkham, Robert V. Pragada, Peter J. Robertson, and Christopher M.T. ThompsonJulie A. Sloat for election as directors forone-year1-year terms expiring at the 2019 annual meeting of shareholders.2025 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.director nominee

 

MEMBERS OF THE BOARD OF DIRECTORS

2024 Proxy Statement |  LOGO     5

Members of the Board of Directors

 

  
Directors Independent   Director  
Since		Committee MembershipsMembership*
Director Nominees  Audit (1)    ESG &  
Risk (2)		Independent  Human  
  Resource &  
  Compensation (3)  		    Director    
Since		        Audit        Human
Resource and
Compensation		Nominating and
&  
Corporate

Governance (4)

  Steven J. Demetriou(1)(5) (6)

Chairman & CEOExecutive Chair

2015

  Linda Fayne LevinsonChristopher M.T. Thompson (2)(7)

Lead Independent Director

●●2012●1996●

  Joseph R. Bronson

●2003Chair

  Juan José Suárez Coppel

●2013●●

  Robert C. Davidson, Jr.V. Pragada (6) (8)

Chief Executive Officer

2023●

  Priya Abani

●20012021●●

  General Vincent K. Brooks

●2020●Chair●

  General Ralph E. Eberhart

●●2012●●Chair
●●

  Dawne S. HicktonManny Fernandez

●●2020●2015●

  Georgette D. Kiser

●2019●●●

  Barbara L. Loughran

●2019Chair●

  Robert A. McNamara

●●2017●●Chair

  Louis V. Pinkham

●2023

  Peter J. Robertson

●●2009●Chair

  Christopher M.T. ThompsonJulie A. Sloat

●●20232012●●

 

* Reflects Committee membership as of the Record Date.

(1)

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

(2)

It is anticipated that, effective as of the date of the Annual Meeting, Ms. Sloat will be added as a member of the ESG and Risk Committee.

(3)

It is anticipated that, effective as of the date of the Annual Meeting, Mr. Pinkham will be added as a member of the Human Resource and Compensation Committee.

(4)

It is anticipated that, effective as of the date of the Annual Meeting, Mr. Pinkham will be added as a member of the Nominating and Corporate Governance Committee.

(5)

As Chairman,Executive 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)(6)Ms. Fayne Levinson

In January 2023, Mr. Pragada succeeded Mr. Demetriou as Chief Executive Officer of the Company and was also elected to serve as a member of the Board. Mr. Demetriou currently serves in the role of Executive Chair of the Board.

(7)

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

(8)

As Chief Executive Officer, Mr. Pragada is invited to attend each Committee meeting, except to the extent that a Committee requests to meet without Mr. Pragada present.

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.

 

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Director Experience Matrix

 

LOGOLOGO

Industry and Sector Experience

✓ Infrastructure

✓ Industrial Products

✓ Government

✓ Engineering & Construction

✓ Aerospace

✓ Professional Services

✓ Military

✓ Distribution

✓ Financial

✓ Oil & Gas

✓ Banking

✓ Specialty Chemicals

✓ Manufacturing

✓ Mining & Metals

✓ Environmental

✓ International Relations

✓ Technology

✓ Public/Strategic Communications

✓ Consumer manufacturing

✓ Food & Beverage

✓ Consulting

✓ Media/Telecom

✓ Healthcare

✓ Product Development

✓ Retail

2024 Proxy Statement |  LOGO     7

Director Biographies

 

Our Directors have lived and worked around the world

The Board has a Good Balance of Industry and Sector Experience

LOGO  

Steven J.

LOGODemetriou

(he, him)

Executive Chair

Director Since: 2015

Age: 65

Executive Chair of the Board

✓Infrastructure

✓Government

✓Aerospace

✓Military

✓Oil & Gas

✓Specialty Chemical

✓Mining & Metals

✓Financial

✓Banking

✓Manufacturing

✓Environmental

 

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 Statement| LOGO    5

 

 

Director Biographies

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Steven J. Demetriou

Chairman and Chief Executive Officer

 

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

•  Chief Executive Officer of the Company (2015-2023); Chair of the Board (2016-present)

•  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 of  Arcosa, Inc. (2023-present)

•  FirstEnergy Corp. (2017-present)

• Chair of  C5 Acquisition Corp. (SPAC) (Chair) (2021-October 2023)

•  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 Member  Director of PA Consulting Group Limited

•  Co-Chairman of US-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

• Member of Dallas Regional Chamber

 

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Linda Fayne LevinsonChristopher M.T. Thompson

(he, him)

Former Chairman and Chief Executive Officer of Gold
Fields Ltd.

Director Since: 2012

Independent

Age: 75

 

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 of Directors. Her service onregarding the boards of many global companies, including her service as a Chair of a board, a lead director 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.

Business Experience

• Partner of GRP Partners, a venture capital firm (1997-2004)

• President of Fayne Levinson Associates (1994-1997)

• Executive at Creative Artists Agency (1993)

• Partner at Wings Partners (1989-1992)

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

• McKinsey & Company (1972-1981; Elected Partner 1978)

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)

• Hertz (2012-2017); Chair of the Board (2014-2016); Chair of Nominating and Governance Committee (2014); Chair of the Compensation Committee (2015-2016)

• Member of the Board of Ingram Micro, Inc. (2004-2016); Chair of the Compensation Committee

• Western Union (2006-2016); Chair 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)

Private Boards & Community Involvement

• Director, Kount, Inc. (Fintech)

• Director, ClearPath Robotics, Canada

• Member, McKinsey New Venture Advisory Council

• 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 Committee

2018 Proxy Statement| LOGO    7

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Joseph R. Bronson

Principal and Chief Executive Officer of The Bronson Group, LLC., Strategic Advisor of Cowen and Company

Mr. Bronson brings accounting expertise and familiarity with financial statements, financial disclosures, auditing and internal controls 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 brings to the Board additional perspective regarding theday-to-day operations of large global organizations, as well asrisk management and corporate best practices.

 

Business Experience

• Principal and Chief Executive Officer of The Bronson Group, LLC

• Strategic Advisor of Cowen and Company (2014-present)

• Advisory Director to GCA/Savvian, LLC (2011-2014)

• Chief Executive Officer of Silicon Valley Technology Corporation (2009- 2010)

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

• Co-Chief Executive Officer and Director of Form Factor (2004-2007)

• Executive Vice President and Chief Financial Officer of Applied Materials, Inc. (1998-2005)

• Various executive management and general management positions at Applied Materials, Inc. (1984-1998)

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, California

• Director of Siltectra, Dresden, Germany

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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 Statement| LOGO    9

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Robert C. Davidson, Jr.

Former  Director, Chairman and Chief Executive Officer of Surface Protection Industries, Inc.Gold Fields Ltd. (1998-2005)

•  Chairman of the World Gold Council (2002-2005)

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  Founder 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)Castle Group Ltd. (1992-1998)

 

Education

•Bachelor of Arts  Bachelor’s degree in Law and Economics from Morehouse CollegeRhodes University, South Africa

•M.B.A.  Master’s degree in Marketing and FinanceBusiness Management from theBradford University, of ChicagoUnited Kingdom

•Honorary Doctorate of Laws from Morehouse College

 

Public Company Boards

•Broadway Financial Corporation (2003-present)  Royal Gold, Inc. (2013-2020)

•Chair  Teck Resources Limited (2003-2014)

•  Golden Star Resources Ltd. (2010-2015)

•  Various public portfolio companies of Compensation Committee

•Chair of Internal Asset Review Committee

•Member of Governance Committee

•Member of Risk & Compliance CommitteeCastle Group
(1985-1999)

 

Private Boards & Community Involvement

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

•  Board member and Vice President of South African Chamber of Mines (1998-2002)

•  Board member of Business Against Crime South Africa (1998-2002)

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Priya Abani

(she, her)

CEO & President, Member of Board of Directors at AliveCor

Director Since: 2021

Independent

Age: 48

Board Committees:

• Audit

• 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 2.9 million people in 42 countries around the world. She also led the company’s recent growth into enterprise markets with reimbursed cardiac monitoring services for healthcare providers and is overseeing the development of a comprehensive condition management service offering for cardiology.

Ms. Abani was recognized in The Healthcare Technology Report’s Top 50 Healthcare Technology CEOs of 2022. Her experience is particularly valuable to the Board given the Company’s focus on delivering technology-based solutions and innovations to its clients around the world.

Business Experience

•  AliveCor, Inc., CEO & President, Member of Board of Directors (2019-present)

•  Amazon.com, Inc., General Manager, Alexa Voice Service (2016-2019)

•  Intel Corporation (Engineer, 1998-2001; Manager, 2002-2006, Senior Manager, 2008-2011; Senior Director 2012-2016)

•  Marvell, Senior Product Manager (2006-2008)

Education

•  BE in Computer Engineering from VJTI, Mumbai, India

•  MS in Computer Science from Clarkson University, NY

•  MBA in Entrepreneurship, Babson College, Boston, MA

Private Boards & Community Involvement

•  Director of AliveCor, Inc.

•  Board of Trustees of the Art Center College of Design, Pasadena, Californiaat TIAA

•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  Senior Advisor for President’s 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 othersJobs and Competitiveness (2011)

 

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: 65

Board Committees:

• Human Resource & Compensation

• Nominating & Corporate Governance

 

General EberhartVincent K. Brooks brings valuable leadership and management skills developed through his military service. His36-year 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 42-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 and Inclusion

•  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

•  Former 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)

2024 Proxy Statement |  LOGO     9

LOGO

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

(he, him)

Chair of VSE Corp.

Director Since: 2012

Independent

Age: 76

Board Committees:

• ESG & Risk

• Human Resource & Compensation

• Nominating & Corporate Governance (Chair)

 

BusinessGeneral 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.

Leadership, 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 Statement| LOGO    11

 

 

LOGO

Dawne S. Hickton

Former Director, Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc.

Ms. Hickton provides a wealth of proven business leadership experience with a CEO’s perspective, 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 valuable 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.

 

    

Business Experience

•President of Cumberland Highstreet Partners (2016-present)

•Chairman of the Federal Reserve Bank of Cleveland (beginning January 2018)

•Deputy Chair of the Federal Reserve Bank of Cleveland (ending January 2018)

•Chief Executive Officer of RTI International Metals, Inc.
(2007- 2015)

    

Education

•Graduate of the University of Rochester

•J.D. from the University of Pittsburgh School of Law

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Manny Fernandez

(he, him)

Former Managing Partner with KPMG LLP

Director Since: 2020

Independent

Age: 61

Board Committees:

• Audit

• Human Resource & Compensation




Mr. Fernandez was KPMG LLP’s managing partner of the Dallas office and the Southwest region leader 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, media and professional services. 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

•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)

•Director of FNB Corporation
(2006-2013)  HF Sinclair Corp. (2020-present)

 

Private Boards & Community Involvement

•Board member  Director of Smithsonian’sLatino Corporate Directors Association (LCDA)

•  Dallas National Air and Space Museum

•Board member of The WingsGolf Club

•Director of Corporate Angel Network

•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

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Georgette D. Kiser

(she, her)

Former Chief Information Officer and Managing Director at The Carlyle Group

Director Since: 2019

Independent

Age: 56

Board Committees:

• ESG & Risk

• Human Resource & Compensation

• Nominating & Corporate Governance

Ms. Kiser 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 Enterprise 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 initiatives in financial services and defense organizations to the Board of Directors.

Business Experience

•  Operating Executive, The Carlyle Group (2019–Present)

•  Broard Sky Partners (2021-Present)

•  Chief Information Officer, Managing Director, The Carlyle Group (2015-2019)

•  Vice President, T. Rowe Price Associates (1996-2015)

Education

•  BS in Mathematics from University of Pittsburgh’sMaryland

•  MBA from University of Baltimore

•  Master of Science (MS) in Mathematics from Villanova

Public Company Boards

•  NCR Corporation (2020-present)

•  Aflac Inc. (2019-present)

•  Adtalem Global Education (2018-present)

Private Boards & Community Involvement

•  Director, Claritas (Data driven marketing company) (2018-Present)

•  Advisor, BusinessOptix (Automated business process company) (2020-Present)

•  Member of Board of Trustees, serving on the Student Affairs and Property and Facilities CommitteesYearUp.org

 

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Barbara L. Loughran

(she, her)

Former Partner with PricewaterhouseCoopers

Director Since: 2019

Independent

Age: 60

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

12    LOGO|2018 Proxy Statement

2024 Proxy Statement |  LOGO     11

 

 

LOGOLOGO  

Robert A. McNamara

(he, him)

 

Retired Group Chief Risk Officer of Lendlease Corporation (ASX)

Director Since: 2017

Independent

Age: 69

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 Statement| LOGO    13

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Louis V. Pinkham

(he, him)

Chief Executive Officer, Member of Board of Directors at Regal Rexnord Corporation

Director Since: 2023

Independent

Age: 52

Mr. Pinkham is the Chief Executive Officer of Regal Rexnord Corporation, a global leader in the engineering and manufacturing of automation sub-systems, industrial powertrain solutions, electric motors and air moving products, with over $7 billion in sales. His areas of focus are innovation and growth initiatives, including leading the combination of Regal Beloit with Rexnord’s Process & Motion Control segment and the 2023 acquisition of Altra Industrial Motion Corporation. Mr. Pinkham brings over 20 years of experience in leadership, strategy and transformation. His experience is particularly valuable to the Board as the Company executes its operational transformation and its long-term business strategy.

Business Experience

•  Regal Rexnord Corporation, Chief Executive Officer and Member of the Board (2019-present)

•  Crane Company, Senior Vice President (2014-2019); Group President (2012-2014)

•  Eaton Corporation, Senior Vice President (2011- 2012), Various Leadership Positions (1999-2011)

Education

•  BS in Engineering from Duke University

•  MS in Engineering Management from Northwestern University

•  MBA from the Kellogg School of Management at Northwestern University

Public Company Boards

•  Regal Rexnord Corporation (2019-present)

Private Boards & Community Involvement

•  Board of Trustees at The University of Chicago Medical Center

•  Board of Trustees at the Museum of Science and Industry in Chicago

•  Board of Trustees at Manufacturers Alliance for Productivity and Innovation

*

Effective January 2024, Mr. Pinkham will be added as a member of the Human Resource and Compensation Committee and the Nominating and Corporate Governance Committee.

12     LOGO  | 2024 Proxy Statement

 

 

LOGOLOGO  

Robert V. Pragada

(he, him)

Chief Executive Officer of Jacobs Solutions Inc.

Director Since: 2023

Age: 55

Mr. Pragada brings over 30 years of experience in international business leadership and military service to the Board. In January 2023, Mr. Pragada succeeded Mr. Demetriou as the Chief Executive Officer of the Company. He initially joined Jacobs in 2006 and served as the President and Chief Operating Officer from 2019 to 2023. Prior to 2019, he served in various leadership roles at Jacobs, 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 its operations around the world as a differentiator in the industry. Mr. Pragada’s diverse leadership experience and in-depth knowledge of Jacobs are particularly valuable, given the Company’s expansive services and goal of providing data-driven solutions to clients.

Business Experience

•  Chief Executive Officer of the Company (2023- present)

•  Various leadership positions within the Company, including President and Chief Operating Officer (2006-2014, 2016-2023)

•  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

•  Director of PA Consulting Group Limited

•  Board Director of U.S. Naval Academy Foundation

•  Board Director of Dallas Regional Chamber (Chair, 2022)

•  Advisory Council Member of Dallas Mavericks

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: 76

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 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 International House at Berkeley, 2003-Present

•  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)

 

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14    LOGO|2018 Proxy Statement

 

 

LOGOLOGO  

Christopher M.T. ThompsonJulie A. Sloat

Former Chairman and(she, her)

President, 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 toChairman of 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.at American Electric Power Company, Inc.

Director Since: 2023

Independent

Age: 54

 

Business Experience

• Director, Chairman andMs. Sloat is the President, Chief Executive Officer of Gold Fields Ltd. (1998-2005)

•and Chairman of the World Gold Council (2002-2005)Board of Directors at American Electric Power Company, Inc., an electric energy company with the nation’s largest electric transmission network. She is leading the company’s energy transition, expanding its renewable energy generation portfolio, and its development of new offerings. Ms. Sloat brings over 20 years of experience at American Electric Power leading multiple finance teams, including investor relations, and serving as Chief Financial Officer. Her focus on diversity, equity and inclusion in the workforce, in addition to her leadership experience, greatly contribute to the Company’s focus on its strategy, and sustainability and ESG initiatives.

Business Experience

• Founder and  American Electric Power Company Inc., President, Chief Executive Officer, and Chair of Castle Group Ltd. (1992-1998)the Board (2023- present), President and Chief Financial Officer (2022), Executive Vice President and Chief Financial Officer (2021-2022), Various Leadership Positions (1999-2008, 2009-2020, including AEP Ohio President & COO 2016-2018)

•  Vice President, Corporate Finance and Investor Relations at Tween Brands, Inc. (acquired by Dress Barn) (2008-2009)

•  Analyst, Equity Research and Bank Debt Underwriter at Bank One Corporation (1995-1999)

•  Senior Loan Analyst, M&T Mortgage Corp (1993- 1994)

 

Education

• Bachelor’s degree in law and economics  BS from RhodesOhio State University South Africa

• Master’s degree in management studies  MBA from BradfordOhio State University U.K.

 

Public Company Boards

• Board member of Royal Gold,  American Electric Power Company Inc. (2013-present)(2023- present)

• Board member of Teck Resources Limited (2003-2015)  Evoqua Water Technologies Corporation (acquired by Xylem Inc.) (2022-2023)

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

• Board member of various portfolio companies of Castle Group(1985-1999)  Park National Corporation (2015-2021)

 

Private Boards & Community Involvement

•  Chair of the Board memberof Directors – Foundation Board for The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute

•  Board Director of Columbus Downtown Development Corporation

•  Board Director of Edison Electric Institute

•  Board Director of Ohio Business Roundtable

•  Board Directors of Pelotonia

•  Board Director of The Colorado SchoolColumbus Partnership

•  Board Director of Mines Foundation (2013-2017)U.S. Business Roundtable

 

*

Effective January 2024, Ms. Sloat will be added as a member of the Audit Committee and the ESG and Risk Committee.

2018 Proxy Statement| LOGO    15

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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 2023.

Our Board and Director Nominees

LOGO

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Our Corporate Governance Practices

 

Corporate Governance Best Practices

SIZE OF BOARD

10

AVERAGE

DIRECTOR

TENURE IN

YEARS

8

BOARD

MEETINGS

HELD IN FISCAL

2017

13

NUMBER OF

INDEPENDENT

DIRECTORS

9

PERCENT

FEMALE OR

ETHNICALLY

DIVERSE

40%

NEW

DIRECTORS IN

THE LAST FIVE

YEARS

4

Corporate Governance Best Practices

✓     BoardComprised  82% of 90%our Fiscal 2023 Board was Comprised of Independent Directors

✓     Commitmentto  Commitment to Board Refreshment (Fourand Diversity (Eight New Diverse Independent Directors in PastLast Five Years)

✓     HighlyEngaged  Highly Engaged Lead Independent Director

✓     AnnualElection  Formed 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

✓     MajorityVoting  Majority Voting for Directors

✓     MandatoryAnnual  Adopted proxy access bylaw in October 2022

✓  Anti-Corruption Compliance Training for Directors

✓     Codeof  Code of Ethics for Directors, Officers & Employees

✓     AnnualSelf-Evaluations  Annual Self-Evaluations by Board and each Committee

✓     RigorousDirector  Board Educational Sessions in Connection with Regular Board Meetings

✓  Rigorous Director Selection Process

✓     HighlyEngaged  Substantial Board – 13 Board Meetings (including regularly scheduledOversight of Strategic Objectives, Including Corporate Strategy, M&A Activity and special meetings) were held in fiscal 2017Capital Allocation

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

✓     FullyIndependent  Fully Independent Committees

✓     ComprehensiveRisk Oversight by Full Board and Committees

✓     ExtensiveStockholder  Extensive Shareholder Engagement Efforts

✓     StockOwnership  Robust 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, market, strategic, health and safety, IT security & cyber, economic and geopolitical, talent/human capital, sustainability, technology 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. Each of the Committees is responsible for providing oversight in setting the strategy and approach for material ESG disclosures and targets in their respective delegated areas. 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, divestitures, 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

•  Monitors developments, trends, regulations, and best practices in managing ESG governance and corporate sustainability matters and makes recommendations to the Board and management

•  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 along with the corresponding mitigation initiatives and controls

•  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, including with respect to the Company’s key sustainability/ESG-related external disclosures and any related independent auditor or third-party assurance or verification

•  In accordance with NYSE Rules, discuss with management the Company’s policies and guidelines with respect to risk assessment and risk management, as well as the Company’s major financial risk exposures and the steps taken to monitor and control such exposures

2024 Proxy Statement |  LOGO     17

Primary Area of Risk Oversight

  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, including human resource related metrics used by the Company and any related public disclosures

  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

•  Provides oversight in setting strategy and approach for corporate governance and shareholder rights, ethics and compliance, charitable giving and political donations

  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 Enterprise Risk Management, 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 and compliance with disclosure obligations related to cyber events. Our Board receives regular presentations and reports throughout the year on cybersecurity and information security risk. In fiscal 2023, senior executives provided two briefings on cyber and information security to the full Board. These presentations and reports addressed 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 and new regulations relating to the disclosure of cyber events.

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

 

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2018 Proxy Statement| LOGO    17

 

 

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.

Board Leadership Structure

The Board’s leadership is comprised of:

Chairman of the Board and CEO: Steven J. Demetriou
Lead Independent Director: Linda Fayne Levinson
Audit, Human Resource and Compensation and Nominating and Corporate Governance Committees: Composed entirely of independent directors

•

Chair of the Board: Steven J. Demetriou (2016-present)

•

Lead Independent Director: Christopher M.T. Thompson (2019-present)

•

Committee: 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). The Chairs and all members of each Committee are independent.

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

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 has determined that havingdoes not have a policy on whether the positions of Chief Executive Officer and Chair of the Board should be combined. During the first quarter of fiscal 2023, Mr. Demetriou served as both Chief Executive Officer of the Company and Chair of the Board. In January 2023, the roles of Chief Executive Officer and Chair were separated when Mr. Pragada succeeded Mr. Demetriou as Chief Executive Officer. Mr. Demetriou has continued to serve as Chairman providesChair of the Board following this change. The Board believes that the current separation of roles following the succession helps to 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 Boardgovernance. Accordingly, Mr. Thompson has established the position ofcontinued 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 Chief Executive Officer.

✓     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.Director.

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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:

 

Independence:
•

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

Skills and Experience: The assessment of skills and characteristics of Board members takes into account all skills and experience deemed relevant by the Committee, including those summarized in

18    LOGO|2018 Proxy Statement

 

 •

Relevant Skills and Experience: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 Experience Matrix on page 5,7, 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.

 

Diversity: 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 women of different ages, races and ethnic backgrounds 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.
•

Diversity: 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 people 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 2017,2023 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 PwC for any fiscal year were substantially less than the greater of 2%

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of the consolidated gross revenues of PwC and $1 million, and Ms. Loughran was never involved in providing any services to the Company while a partner of PwC. In fiscal 2022, a family member of Ms. Loughran was employed by Willis Towers Watson, which provides consulting services to the Company. The payments by the Company to Willis Towers Watson for any fiscal year were substantially less than the greater of 2% of the consolidated gross revenues of Willis Towers Watson and $1 million, and the family member is not an executive officer of that company.

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.

Ms. Sloat is the President, Chief Executive Officer and Chairman of the Board of American Electric Power Company Inc. (“AEP”). Select regulated electric utility subsidiaries of AEP have obtained transmission-related services from the Company. The payments made to the Company for any fiscal yearthese services were substantially less than two percent of the consolidated gross revenues of RTI. Additionally, Ms. Hickton’s son served as a summer intern of the Company for one week on a high school related project. Mr. McNamara was previously Global Chief Risk Officer & COO — Australia businesses of Building, Engineering, and Services of Lendlease Corporation Limited (“Lendlease”), which has been a client of the Company. The payments by Lendlease to the Company for any fiscal year were substantially less than two percent of the consolidated gross revenues of Lendlease. Mr. Robertson is the U.S. co-chairman of the US-Saudi Arabian Business Council, an organization to which the Company makes $15,000 in annual cash contributions, plus support of three conferences. The total amount paid by the Company over the last five years is approximately $54,000. Mr. Robertson is also on the Board of Sasol Ltd., which is a client of the Company. AEP.

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

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, the Chair and the Chairman 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.

2018 Proxy Statement| LOGO    19

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.

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  Audit Committee

 

  Members:*(1)

  - Joseph R. BronsonBarbara L. Loughran (Chair)

  - Dawne S. HicktonPriya Abani †

  - Manny 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 2017fiscal 2023

 

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

•   Controls and processes over material ESG data reporting, including with respect to the Company’s key sustainability/ESG-related external disclosures and any related independent auditor or third-party assurance or verification

 

Meetings in

Fiscal 2017: 142023: 7

 

Committee Member Attendance: 99%

(1)

Member

Attendance: 96%It is anticipated that, effective as of the date of the Annual Meeting, Ms. Sloat will be added as a member of the Audit Committee. Ms. Sloat 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.”

 

 

  Human Resource  ESG and CompensationRisk Committee

 

  Members:*(1)

  - 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 2017

 

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 20172023: 5

 

Committee

Member

Attendance: 95%Attendance: 99%

(1)

It is anticipated that, effective as of the date of the Annual Meeting, Ms. Sloat will be added as a member of the ESG and Risk Committee.

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:* (1)

  - 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, including any human resource related metrics used by the Company and any related public disclosures

Meetings in Fiscal 2023: 5

Committee

Member

Attendance: 100%

(1)

It is anticipated that, effective as of the date of the Annual Meeting, Mr. Pinkham will be added as a member of the Human Resource and Compensation Committee.

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

 

Members:*(1)

- 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 2017

 

Primary responsibilities include:

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

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

•     Overseeingthe   Overseeing the Annual Self-Evaluation of the Board

•     Establishingand   Establishing and recommending to the Board outside director compensation

•   Overseeing the Company’s ethics and compliance programs

•   Overseeing ESG related matters delegated from the ESG & Risk Committee

 

Meetings in

Fiscal 2017: 52023: 6

 

Committee

Member Attendance: 94%

Attendance: 99%

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.”

 

(1)

It is anticipated that, effective as of the date of the Annual Meeting, Mr. Pinkham will be added as a member of the Nominating and Corporate Governance Committee.

 

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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;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;

✓ 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 Chairman and Chief Executive OfficerChair, the CEO and the Lead Independent Director;Director

 ✓ The requirement that the performance of the ChairmanExecutive Chair and Chief Executive Officerthe CEO 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), unless such independent director is also the CEO of another public company, in which case, such director may only serve on two public boards (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 January 2023, Mr. Pragada succeeded Mr. Demetriou as Chief Executive Officer of the Company and joined the Board of Directors. Mr. Demetriou has continued to serve as Executive Chair of the Board following this change.

In addition, effective as of August 14, 2023, Claudia Jaramillo, our former Executive Vice President, Strategy and Corporate Development, succeeded Kevin Berryman as Chief Financial Officer of the Company. Mr. Berryman continues to serve as a Special Advisor to Mr. Pragada following this change.

Mr. Pragada’s and Ms. Jaramillo’s readiness to step into their respective new roles 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 PerformanceBoard 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. The Chairs of each ofinformal processes, including the Committees coordinate annual self-evaluations of their respective committees.following, among others:

•

The Board 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 entire Board, including the backgrounds, skills and experience of 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 2023. Each individual director attended at least 75% of all meetings of the Board and all Committees on which they serveserved during fiscal 2017.2023. 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 meeting2023 Annual Meeting in person, 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 2023, 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  

Chairman and CEOExecutive Chair; Chief Executive Officer

  

6x

EVP/Presidents of Lines of BusinessChief Financial Officer

  

4x

Executive Vice Presidents

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 guidelines,

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other than Ms. Jaramillo, whose base salary multiplier was increased in August 2023 in connection with her promotion to Chief Financial Officer. 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.

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 Chief Executive Officer, Executive Chair, Chief Financial Officer, 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 2023 included corporate governance, capital deployment, executive compensation, ESG matters, business performance, strategic priorities and goals, firm culture, risk management, succession planning, climate risk, and our previously announced plans to separate our Critical Missions Solutions business.

Shareholder Engagement in Fiscal 2023

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 the five-year periodfirst quarter of fiscal 2023, following communications with our shareholders, our Board amended the Company’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. In addition, in July 2023, our Board further amended the Company’s Bylaws to update the procedural mechanics and disclosure requirements for shareholder nominations of directors in light of the new “universal proxy” rules under Rule 14a-19 of the Exchange Act, which require companies to include all shareholder director nominees on their proxy card under certain conditions. 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, at the end of which they are expected to meet the guidelines.our shareholders. For more information about these changes, see “Compensation Discussion & Analysis.”

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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)522-6272;+1 (844) 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)522-6272;+1 (844) 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

Compensation Philosophy

•

Attract and retain highly qualified directors having a diverse range of backgrounds, skills and experience by offering compensation that is competitive with the Company’s peer group and the broader market of other similarly-sized companies.

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•

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.

•

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

•

Provide compensation that is simple and transparent.

Determination of Non-Employee Director Compensation

Each year, the Board determines non-employee director compensation based upon the recommendation of the Nominating and Corporate Governance Committee. In making a recommendation, the Nominating and Corporate Governance Committee considers market data for Fiscal 2017

The Company paidnon-management directors a cash retainer of $100,000 per year through 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, and the Lead Independent Director receives an additional cash retainer of $100,000 per year. In an effort to align 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
2022		 Calendar Year
2023		 Purpose
    
Cash Retainer $125,000 $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 a twelve-month period) $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)

 $190,000 $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 2017,2023, 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.1,559 RSUs on January 25, 2023. 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

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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 twelve-month period, 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 twelve-month period. No special fees were earned by non-executive directors for additional meetings of the Board in fiscal 2023.

Director 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 2023

The table below sets forth the compensation paid toearned by each of the Company’snon-management independent directors during fiscal 2017.

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  

(1) Represents fees earned during fiscal 2017.

(2) Messrs. Coyne2023. Neither Mr. Pragada, our CEO 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-managementa 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, nor Mr. Demetriou, the Executive Chair of the Board, received compensation for their service as directors. The compensation paid to Mr. Pragada and Mr. Demetriou as employees of the Company during fiscal 2023 is set forth in January 2017.the “Summary Compensation Table” below.

      
NameFees Earned or
Paid in Cash (1) ($)		Stock Awards
(2) ($)		Option
Awards (3) ($)		All Other
Compensation
(4) ($)		Total ($)
      

  Priya Abani

 125,000 190,042 — 1,554 316,596
      

  General Vincent K. Brooks

 125,000 190,042 — 1,391 316,433
      

  General Ralph E. Eberhart

 150,000 190,042 — 1,391 341,433
      

  Manny Fernandez

 125,000 190,042 — — 315,042
      

  Georgette D. Kiser

 125,000 190,042 — 759 315,801
      

  Barbara L. Loughran

 150,000 190,042 — — 340,042
      

  Robert A. McNamara

 150,000 190,042 — 1,391 341,433
      

  Louis V. Pinkham (5)

 — — — — —
      

  Peter J. Robertson

 150,000 190,042 — 1,391 341,433
      

  Julie A. Sloat (5)

 — — — — —
      

  Christopher M.T. Thompson

 225,000 190,042 — — 415,042

(1)

Represents director fees earned during fiscal 2023. No special fees were earned by non-executive directors for additional meetings of the Board in fiscal 2023.

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(2)

Represents the grant date fair value of the RSU grants under the 1999 Outside Director Plan during fiscal 2023 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 29, 2023, for each independent director was as follows: P. Abani — 1,559; V. Brooks — 1,559; R. Eberhart — 8,368; M. Fernandez — 5,244; G. Kiser — 4,363; B. Loughran — 8,008; R. McNamara — 1,559; L. Pinkham — 0; P. Robertson — 11,368; J. Sloat — 0; and C. Thompson — 15,691.

(3)

The Company has not granted options to independent directors since fiscal 2016. The aggregate number of options outstanding at September 29, 2023, for each independent director was as follows: P. Abani — 0; V. Brooks — 0; R. Eberhart — 10,500; M. Fernandez — 0; G. Kiser — 0; B. Loughran — 0; R. McNamara — 0; L. Pinkham — 0; P. Robertson — 7,000; J. Sloat — 0; and C. Thompson — 10,500.

(4)

Represents dividend equivalent payments on RSUs that vested during the fiscal year. These amounts do not include accumulated dividend equivalent rights on vested and deferred RSUs that have not yet been distributed to each independent director as follows: P. Abani — $0; V. Brooks — $0; R. Eberhart — $37,041; M. Fernandez — $5,926; G. Kiser — $4,105; B. Loughran — $14,438; R. McNamara — $0; P. Robertson — $53,361; J. Sloat — $0; and C. Thompson — $56,550.

(5)

Mr. Pinkham and Ms. Sloat were each appointed to the Board effective as of December 1, 2023. Accordingly, neither Mr. Pinkham nor Ms. Sloat received any compensation related to his or her service on the Board in fiscal 2023.

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 20172023 Annual Report on Form10-K. The Company does not undertake any obligation to release publicly any revisions or updates to any forward-looking statements.

 

32     LOGO  | 2024 Proxy Statement

2018 Proxy Statement| LOGO    25

 

 

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.

 

 

26    LOGO|2018 Proxy Statement

2024 Proxy Statement |  LOGO     33

 

 

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

Juan José Suárez Coppel
Christopher M.T. Thompson

Manny Fernandez

Georgette D. Kiser

 

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2018 Proxy Statement| LOGO    27

 

 

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 20172023 were:

 

Name

LOGO		 PositionLOGOLOGOLOGOLOGO

Mr. Steven J. DemetriouRobert V. Pragada

Chief Executive
Officer (CEO)

 

ChairmanClaudia Jaramillo

Executive Vice
President and Chief Executive
Financial Officer (“CEO”)

Mr. Kevin C. Berryman
(CFO)

 

Chief Financial Officer (“CFO”)Stephen A. Arnette

Mr. Terence D. HagenExecutive Vice

President, President

of Critical Mission

Solutions

 

Joanne E. Caruso

Executive Vice
President, Aerospace & Technology

Mr. Joseph G. (“Gary”) MandelChief
Legal and
Administrative
Officer

 

Patrick X. Hill

Executive Vice

President, Integration Management OfficePresident

Mr. Robert V. Pragada

President, Buildingsof People & Infrastructure and IndustrialPlaces

Solutions

How did we
perform?

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

✓

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 execution and increased focus on
more profitable business

✓

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

✓

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

LOGO

What did we

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

✓

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 we

determine pay?

✓Design pay programs to reward executives for positive Company 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 anyAdditionally, included as part 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

* See page 36 for definition of GM in Backlogfiscal 2023 are Mr. Steven J. Demetriou, our former Chief Executive Officer and current Executive Chair, and Mr. Kevin C. Berryman, our former Chief Financial Officer and current Special Advisor to the Chief Executive Officer.

28    LOGO|2018 Proxy Statement

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.

2024 Proxy Statement |  LOGO     35

Guide to CD&A

HOW DID WE
PERFORM?

✓

Net earnings from continuing operations of $667 million, up 4% from fiscal 2022.

✓

Earnings per share (“EPS”) of $5.31 up 7% from fiscal 2022 and gross revenue up 10% from fiscal
2022.

✓

Remain committed to double-digit multi-year earnings growth driven by accelerating revenue,
improving margin performance, strong backlog and a robust global sales pipeline aligned with our
strategic accelerators.

LOGO

WHAT DID WE CHANGE IN 2023?

✓

Annual Bonus Plan: Replaced the plan’s individual “strategic non-financial goals” for officers with a “Corporate Scorecard” for the Company’s strategic and ESG goals applying to all plan participants. Includes (i) a Composite Score based on the results of questions in our annual culture survey related to inclusion and (ii) the operating profit attributable to certain business units of Divergent Solutions, one of the Company’s operating segments. This change is designed to provide alignment for all plan participants across the Company to key initiatives.

✓

In response to shareholder feedback, the “lock-in” feature was eliminated for all newly awarded performance-based restricted stock unit (“PSU”) grants, which now have a three-year performance period.

LOGO

HOW DO WE DETERMINE
PAY?

✓

Pay programs are designed 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.

✓

Pay levels are set commensurate with market performance to attract and retain high quality talent.

✓

The advice of an independent compensation consultant is considered, along with internal pay equity among executives and the alignment of total pay opportunity and pay outcomes with performance and market benchmarks.

LOGO

HOW DID WE
PAY OUR
NEOS?

✓

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

✓

Fiscal 2023 short- and long-term incentive payouts aligned with our fiscal 2023 performance.

✓

Annual incentive payouts were earned at 103.5% of target, based on achievement of Company performance objectives and the results of its “Corporate Scorecard.”

✓

Long-term equity incentives were granted in fiscal 2023 at target levels, using a portfolio of PSUs and time-based restricted stock units (“RSUs”).

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 2023 incentive payouts for our NEOs aligned with Company performance.

✓

Our pay program is aligned with shareholder interests, emphasizing achievement of financial and strategic objectives over the long term.

✓

Our pay program is designed to attract and retain a strong leadership team.

36     LOGO  | 2024 Proxy Statement

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:

 

LOGO

LOGO

* See page 36pages 44-45 for definitions of DSO, and GMGP in Backlog definitions.and DVS B/U OP.

 

2024 Proxy Statement |  LOGO     37

2018 Proxy Statement| LOGO    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

 

 

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 — WeIn accordance with SEC and NYSE rules, we have adopted a clawback policy that requires the Company to recover erroneously awarded incentive-based compensation to our executive officers in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. We also have an additional clawback policy for select top executives that applies when inaccurate financial statements have affected incentive award payments to executive officers.in the event of such executive’s violation of restrictive covenants or other misconduct. 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’ compensation compares to that of executives in comparable positions at otherpeer companies as described under “— Assessing“Assessing Compensation Competitiveness” 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“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.

☒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.

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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 2023, the Compensation Committee currently engagesengaged the services of FW CookFarient Advisors (the “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 2017,2023, 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 2017,2023, compensation decisions for the NEOs (other than our CEO)CEO and our Executive Chair) were made by the Compensation Committee after consultation with the CEO, and the compensation decisiondecisions with respect to our CEO wasand our Executive Chair were approved by the full Board upon recommendation from the Compensation Committee.

We also take shareholder feedback into account when making decisions about our executive compensation program. For fiscal 2023, 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 was applied to all PSU grants beginning with those awarded in fiscal 2023. This change resulted in the removal of the “lock-in” component for new PSU grants, which 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. At the 2023 annual meeting of shareholder, approximately 96% of our shareholders approved of our executive compensation program by voting in favor of our “say on pay” proposal.

Assessing Compensation Competitiveness

The Compensation Committee, with the help of the Independent Consultant, annually compares each element ofregularly updates, and uses a peer group to benchmark the Company’s compensation to that of an industry peer group.program. For fiscal 2017,2023, 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,For fiscal 2023, the Company’s peers are generally within one-quarter to be included, a company would need to be generally withinone-third 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.

2024 Proxy Statement |  LOGO     39

The following chart shows our fiscal 20172023 industry peer group, including relevant size and performance data to illustrate the Company’s relative 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 9/29/2023

     

Company

 

($MMs)

      

Company

 

($MMS)

    

 ACCENTURE PLC-CL A

 

$

64,112

 

  

 

 

 

 

 

 

 

 ACCENTURE PLC-CL A

 

$

193,939

 

 

 

 

 

 

 

 

 

 GENERAL DYNAMICS CORP

 

$

41,455

 

  

 

 

 

 

 

 

 

 NORTHROP GRUMMAN CORP

 

$

66,601

 

 

 

 

 

 

 

 

 

 NORTHROP GRUMMAN CORP

 

$

38,685

 

  

 

 

 

 

 

 

 

 GENERAL DYNAMICS CORP

 

$

60,334

 

 

 

 

 

 

 

 

 

 QUANTA SERVICES INC.

 

$

19,515

 

  

 

 

 

 

 

 

 

 COGNIIZANT TECH SOLUTIONS

 

$

34,212

 

 

 

 

 

 

 

 

 

 COGNIZANT TECH SOLUTIONS-A

 

$

19,434

 

  

 

 

 

 

 

 

 

 L3HARRIS TECHNOLOGIES INC

 

$

32,932

 

 

 

 

 

 

 

 

 

 L3HARRIS TECHNOLOGIES INC

 

$

18,657

 

  

 

 

 

 

 

 

 

 QUANTA SERVICES INC

 

$

27,162

 

 

 

 

 

 

 

 

 

 JACOBS

 

$

15,945

 

  

 

 

 

 

 

 

 

 WSP GLOBAL INC

 

$

17,639

 

 

 

 

 

 

 

 

 

 LEIDOS HOLDINGS INC

 

$

15,155

 

  

 

 

 

 

 

 

 

 JACOBS

 

$

17,188

 

 

 

 

 

 

 

 

 

 FLUOR CORP

 

$

15,013

 

  

 

 

 

 

 

 

 

 TEXTRON INC

 

$

15,477

 

 

 

 

 

 

 

 

 

 DXC TECHNOLOGY CO

 

$

14,039

 

  

 

 

 

 

 

 

 

 BOOZ ALLEN HAMILTON HOLDINGS

 

$

14,327

 

 

 

 

 

 

 

 

 

 AECOM

 

$

13,962

 

  

 

 

 

 

 

 

 

 LEIDOS HOLDINGS INC

 

$

12,658

 

 

 

 

 

 

 

 

 

 TEXTRON INC

 

$

13,427

 

  

 

 

 

 

 

 

 

 AECOM

 

$

11,520

 

 

 

 

 

 

 

 

 

 WSP GLOBAL INC

 

$

10,134

 

  

 

 

 

 

 

 

 

 KBR INC.

 

$

7,952

 

 

 

 

 

 

 

 

 

 BOOZ ALLEN HAMILTON HOLDINGS

 

$

10,031

 

  

 

 

 

 

 

 

 

 CACI INTERNATIONAL INC.-CL A

 

$

7,157

 

 

 

 

 

 

 

 

 

 CACI INTERNATIONAL INC.-CL A

 

$

6,947

 

  

 

 

 

 

 

 

 

 SNC-LAVALIN GROUP INC

 

$

5,873

 

 

 

 

 

 

 

 

 

 KBR INC

 

$

6,834

 

  

 

 

 

 

 

 

 

 PARSONS CORP

 

$

5,701

 

 

 

 

 

 

 

 

 

 SNC-LAVALIN GROUP INC

 

$

5,933

 

  

 

 

 

 

 

 

 

 FLUOR CORP

 

$

5,262

 

 

 

 

 

 

 

 

 

 PARSONS CORP

 

$

5,052

 

  

 

 

 

 

 

 

 

 DXC TECHNOLOGY CO

 

$

4,274

 

 

 

 

 

 

 

 

 

 75th Percentile

 

$

19,240

 

  

 

 

 

 

 

 

 

 75th Percentile

 

$

31,489

 

 

 

 

 

 

 

 

 

 Median

 

$

14,526

 

  

 

 

 

 

 

 

 

 Median

 

$

14,902

 

 

 

 

 

 

 

 

 

 25th Percentile

 

$

10,057

 

  

 

 

 

 

 

 

 

 25th Percentile

 

$

7,356

 

 

 

 

 

 

 

 

 

 Jacobs Percentile*

 

 

67%

 

   

 

 

 

 

 

 

 

 

  

 

 

 

 

61%

 

  

 

 

 

 

 

 

 

 

* CH2M Hill’s equity is not publicly traded.

** Percentile rank calculation includes Jacobs.

Source: Standard & Poor’s Capital IQ.Bloomberg

2018 Proxy Statement| LOGO    31

Mkt Cap Date: 9/29/2023

For fiscal 2017,2024, 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-Pay2023.

 

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.

40		 

LOGO

     LOGO  | 2024 Proxy Statement

Compensation Elements

During fiscal 2017,2023, 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

(1)

Reflects total direct compensation for Mr. Pragada, annualized over the full fiscal year.

(2)

Reflects total direct compensation for our other NEOs, other than Ms. Jaramillo, who was promoted to the role of CFO in August 2023, and Mr. Demetriou, who stepped down as CEO in January 2023.

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 accountconsiders the absolute and relative value of each compensation component and the overall mix. As with prior years, the Compensation Committee continuedallocated the past practice of allocating theannual long-term incentive awards for the NEOs with 60% of the valuesvalue as PSUs and 40% of the valuesvalue as RSUs.RSUs (other than Mr. Demetriou’s whose annual long-term incentive award consisted 100% of 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) deferral deferred 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 2022, the Compensation Committee determined thatadjusted the base salary for certain of our NEOs for fiscal 2023.

2024 Proxy Statement |  LOGO     41

The following table sets forth the base salaries of each of our CEO and CFONEOs for fiscal 2017 would remain at the same levels as2022 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.2023.

    
Named Executive
Officer		  

Fiscal 2022     

Base Salary     

   

Fiscal 2023     

Base     
Salary     

   Percentage     
Increase     
    

Robert V. Pragada (1)

   $925,000         $1,300,000          40.5%     
    

Steven J. Demetriou (1)

   $1,425,000         $1,250,000        (12.3)%     
    

Claudia Jaramillo (2)

   $650,000         $750,000          15.4%     
    

Kevin C. Berryman

   $860,000         $860,000               0%     
    

Stephen A. Arnette (3)

   $500,000         $540,000            8.0%     
    

Joanne E. Caruso (3)

   $680,000         $700,000            2.9%     
    

Patrick X. Hill (4)

   $602,699         $601,232            3.7%     

(1)

Mr. Pragada succeeded Mr. Demetriou as CEO of the Company on January 24, 2023, and Mr. Pragada’s salary was increased as of such date to align with his additional responsibilities. Mr. Demetriou continued to serve as Executive Chair of the Board following this transition and his salary was decreased on such date to reflect the change in his role.

(2)

Ms. Jaramillo succeeded Mr. Berryman as CFO of the Company on August 14, 2023, and her salary was increased as of such date to align with her additional responsibilities.

(3)

The salary changes were effective on December 16, 2022 for Ms. Caruso and on December 17, 2022 for Mr. Arnette.

(4)

Base salary amounts in this table have been converted into USD, which show a decrease in base salary due to the exchange rate conversion. However, we have shown the percentage increase amount in this table based on AUD as Mr. Hill’s base salary was increased in FY2023 by 3.7% (i.e., from 900,000 AUD to 933,300 AUD). The Fiscal 2023 Base Salary amounts reported in this table for Mr. Hill have been converted from AUD to USD using the actual average exchange rate in September 2023 (1 AUD = 0.6442 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.and the results of the Company’s “Corporate Scorecard.”

For fiscal 2017,2023, select officers and managersleaders of the Company, including the NEOs, were eligible to participate in the MIP, which covered approximately 365 employees.

2018 Proxy Statement| LOGO    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 (other than Messrs. Demetriou and Pragada), by (ii) his or her(2) the NEO’s target percentagebonus percentage. For the calculation of salary. An employee’sMessrs. Demetriou’s and Pragada’s target awards, the base salary amounts and target bonus percentages were pro-rated based on the amount of time each of Messrs. Demetriou and Pragada served in each position during the fiscal year. The NEO’s actual MIPLPP award amount is calculated by multiplying (i)(1) the employee’s annual base salary as of July 1NEO’s target LPP award by (2) the corporate performance achievement factor, which includes the results of the applicable fiscal year, by (ii) his or her target percentage of salary, and then by (iii) the performance achievement factor.“Corporate Scorecard.”

 

Base Salary  

as of July 1,  

2023  

      X         

 

BaseTarget  

Percentage  

of Salary  

as of July 1,     

2017     

 

 X      =        

 

2023 Target  

Percentage     

of Salary     LPP Award  

 

  =  

2023 Target  

LPP Award  

      X       

 

2017 Target     Corporate      

MIP Award     Performance      

Achievement Factor    

 

 

    =        

 

Base Salary     2023 Final  

as of July 1,     

2017     LPP Award  

 

  X  

Fiscal 2023 LPP targets were unchanged from fiscal 2022 for Messrs. Berryman, Arnette and Hill and Ms. Caruso. The LPP targets were changed for Messrs. Demetriou and Pragada and Ms. Jaramillo in connection with their respective new roles, commencing on the date of such role change. We believe the targets tie the executive’s compensation to Company performance and reasonably reflect market practice.

42 

Target  

Percentage  

of Salary  

     LOGO  | 2024 Proxy Statement		 X   

Performance  

Achievement  

Factor  

 =  

Named Executive Officer

 

  Annual Incentive Target as a % of Base Salary 
  Fiscal 2022   Fiscal 2023 (1) 
   

Robert V. Pragada

   120%    150% 
   

Steven J. Demetriou

   165%    100% 
   

Claudia Jaramillo

   90%    100% 
   

Kevin C. Berryman

   110%    110% 
   

Steve A. Arnette

   100%    100% 
   

Joanne E. Caruso

   110%    110% 
   

Patrick X. Hill

   100%    100% 

(1)

Target percentages reflected in this column represent the percentages as of the end of the 2023 fiscal year. The annual incentive targets for Messrs. Pragada and Demetriou and Ms. Jaramillo were adjusted in connection with the changes to their respective roles and in each case, the target percentage was pro-rated based on the amount of time in each position during the fiscal year.

2017 Actual  

MIP Award  

Fiscal 2023 — 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 level responsibilities, such as the CEO and CFO, theirAll NEOs’ bonus opportunity isopportunities for fiscal 2023 were tied entirely to company-wide metrics. For those participants who are aligned with a business unit or lineCompany-wide metrics and the results of business, 60% of their bonus opportunity is 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 tied to company-wide metrics to encourage collaboration across business unit lines to drive the Company’s overall results.“Corporate Scorecard.” The fiscal 2023 performance achievement factor results are reflected in the tables below.

Awards to Chief Executive Officer and Chief Financial Officer

Performance Metrics   2023  
  Actual  
  Results  		 

Performance Levels

 

2023 Actual
  Performance  
Level
 Achievement (1) 
  (% of Payout)  

 

 Relative
  Weighting  
(%)		 

  2023 Actual  
  Performance
Achievement
  (% of Target)  

 

 

Minimum
  (25% Payout)  

 

 

Target
  (100% Payout)  

 

 

Maximum
  (200% Payout)  

 

        

Consolidated Operating Profit

 

$1,432.4M

 

$1,223.9M

 

$1,439.9M

 

$1,655.9M

 

97.4%

 

60%

 

58.4%

        

Consolidated DSO

 

59.1

 

62.8

 

59.8

 

56.8

 

123.4%

 

10%

 

12.3%

        

Consolidated GP in Backlog

 

$6,552.3M

 

$6,323.7M

 

$6,656.5M

 

$6,989.3M

 

76.5%

 

15%

 

11.5%

        

DVS B/U OP

 

$26.9M

 

$22.5M

 

$26.4M

 

$30.4M

 

112.6%

 

10%

 

11.3%

        

Culture Survey Inclusion Composite Score (2)

 

77.3

 

73.8

 

74.5

 

76.0

 

200.0%

 

5%

 

10%

        

Total

           

100%

 

103.5%

(1)

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

(2)

See pages 44-45 for more information about the Culture Survey Inclusion Composite Score.

Fiscal 2023 LPP Payout

For fiscal 2017,2023, the Compensation Committee established the minimum, target and maximum performance levels under the LPP for Messrs. Demetriou and Berrymaneach NEO in November 2022, based on the following Company-wide metrics of Consolidated Operating Profit, DSO and GM in Backlog. metrics:

•

Consolidated Operating Profit;

•

Days Sales Outstanding (“DSO”);

•

Gross Profit (“GP”) in Backlog; and

•

Corporate Scorecard:

-

Culture Survey Inclusion Composite Score based on the results of questions in the Company’s annual culture survey related to inclusion; and

-

DVS B/U OP.

The corresponding fiscal 20172023 actual results, performance levels, relative weighting and actual performance achievement percentages are shown in the chart below.table above. Refer to page 36 below42 for descriptions ofmore information about how the metrics are calculated.

 

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%

2024 Proxy Statement |  LOGO     43

The calculation of Messrs. Demetriou’s and Berryman’s target MIP award and actual MIP award for fiscal 2017 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 2023 NEO LPP Awards

As noted in the table below, the fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog2023 Total Funding Factor for the Aerospace & Technology lineLPP was 103.5% of business as set forth intarget for all of 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%

 

NEOs. The calculation of Mr. Hagen’s target MIP awardLPP awards and actual MIP awardLPP awards for each individual NEO for fiscal 20172023 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

 

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 (1)   

($)

    Target (2) %    

  2023 Target  
Award (3) (4)

($)

  

  Performance  
  Achievement  
Factor

(% of Target)

    2023 Final LPP  
Award (4) ($)		 

Robert V. Pragada

 

 

$1,181,198

 

 

 

142.6%

 

 

 

$1,683,884

 

 

 

103.5%

 

 

 

$1,743,141

 

Steven J. Demetriou

 

 

$1,305,441

 

 

 

122.5%

 

 

 

$1,598,881

 

 

 

103.5%

 

 

 

$1,655,146

 

Claudia Jaramillo

 

 

$675,000

 

 

 

91.3%

 

 

 

$616,054

 

 

 

103.5%

 

 

 

$637,732

 

Kevin C. Berryman

 

 

$860,000

 

 

 

110.0%

 

 

 

$946,000

 

 

 

103.5%

 

 

 

$979,290

 

Stephen A. Arnette

 

 

$540,000

 

 

 

100.0%

 

 

 

$540,000

 

 

 

103.5%

 

 

 

$559,003

 

Joanne E. Caruso

 

 

$700,000

 

 

 

110.0%

 

 

 

$770,000

 

 

 

103.5%

 

 

 

$797,095

 

Patrick X. Hill (5)

 

 

$601,232

 

 

 

100.0%

 

 

 

$601,232

 

 

 

103.5%

 

 

 

$622,389

 

 

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 Statement| LOGO    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)

For Messrs. Demetriou and Pragada, reflects base salary as adjusted for applicable prorations.

(2)

For Messrs. Demetriou and Pragada and Ms. Jaramillo, reflects target percentage as adjusted for applicable prorations.

(3)

Targets for Messrs. Pragada, Demetriou and Ms. Jaramillo reflect changes in position in the Company and are prorated based on the portion of the year in their respective roles.

(4)

The calculation of the 2023 Final LPP Award may result in slight differences due to rounding of the Performance achievement Factor.

(5)

The amounts reported in this table for Mr. Hill have been converted from AUD to USD using the actual average exchange rate in September 2023 (1 AUD = 0.6442 USD).

For purposes of calculating the payouts for the 2017 MIP awards:

Consolidated Operating Profit means total gross margin less selling, general and administrative expenses (“SG&A”), 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. Any such adjustments must be approved by the Compensation Committee. For example, such adjustments include, without limitation: (i) charges for restructurings; (ii) gains or losses on the disposal of a segment of the business or in connection with discontinued operations; (iii) charges 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 in accounting principles, laws or regulations affecting reported results; and (vii) costs and expenses relating to acquisitions.
Operating Profit means for each line of business or business unit, total gross margin earned by the 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 (5) the foreign exchange effect, less the Gross Margin burn for the fiscal year. Gross Margin 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 result in a payout of 25% of target; target performance levels result in a payout of 100% of target; and maximum performance levels result in a payout of 200% of target. Actual award payments are calculated by linear interpolation for achievement of goals other than those 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

In fiscal 2017, our NEOs’ equity-based compensation consisted of the following2023 LPP awards:

 

Forms of 2017 Long Term Incentive Grants

•		 

  Weight  Consolidated Operating Profit means total Gross Profit (“GP”) less selling, general and administrative expenses (“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, 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: (1) charges for restructurings; (2) gains or losses on the disposal of a segment of the business or in connection with discontinued 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.

 

• 

Performance Metrics and Vesting PeriodConsolidated DSO(Days Sales Outstanding)means the average of the DSO from the four quarters of the year ended September 29, 2023, of (1) accounts receivable (including billings in excess) of the Company at the end of each quarter divided by (2) the daily sales for each quarter.

 

Performance Based Restricted Stock Units (PSUs) 60%• 

Performance Metrics:GP in Backlog (Gross Profit in Backlog) means for each line of business, starting GP in Backlog for such applicable line of business as 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 GP burn for the fiscal year. GP in Backlog must follow the Company’s backlog rules for various contract types.

-   50% EPS Growth over three-year period

-   50% ROIC over three-year period

 

Time-Based Restricted Stock Units (RSUs)

 40%

•		 

25% annual vesting over four-year period

Corporate Scorecard:

A summary of the equity awards granted in fiscal 2017 to each NEO is provided below:

○

Culture Survey Inclusion Composite Score is based on results of specific questions in the Company’s annual culture survey, which were pre-selected for the 2023 Culture Survey in November 2022. These questions reinforce our focus on inclusion and measure and evaluate leadership behaviors from year to year. The Inclusion Composite Score is calculated by comparing the results for the pre-selected questions from the 2022 Culture Survey to the results from the 2023 Culture Survey. An Inclusion Composite Score reflecting 0% growth results in the minimum funding amount, 1% growth results in the target funding amount, and 3% growth results in the maximum funding amount, as compared to

 

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

 

44     LOGO  | 2024 Proxy Statement

 

 

(1)Represents

the target payout shares as described under “Executive Compensation—2017 Grantsfiscal 2022 Inclusion Composite Score of Plan Based Awards” below.73.8. The pre-selected questions from the 2023 Culture Survey included the following:

-

Advancement is based on fair and transparent criteria.

-

I am treated equitably and fairly.

-

I am comfortable being myself at work.

○

DVS B/U OP (Operating Profit attributable to Divergent Solutions’ Technology & Innovative Solutions and Platform Technologies & Software Solutions Business Units) means GP less SG&A of such business units, including unallocated corporate costs, as adjusted for special items that are unusual, non-recurring or otherwise not indicative of the business units’ normal operations and which were not anticipated in setting the original targets, and exclusion of amortization of purchased intangibles. Any such adjustments must be approved by the Compensation Committee. Achieving minimum performance levels results in a payout of 25% of target; achieving target performance levels results in a payout of 100% of target; and achieving maximum performance levels results in a payout of 200% of target. Actual award payments are calculated by linear interpolation for achievement of goals unless otherwise specified.

Equity-Based Compensation

The Compensation Committee believes that long-term equity incentives should comprise the majority of compensation for the Company’s senior management,leadership, including the NEOs. In deciding upon the design and magnitude of long-term incentives, theThe Compensation Committee is guided by several factors, including,considers alignment with shareholder and other stakeholder 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 respectoverall competitiveness in determining grant values to the magnitude of equity incentives for executive officers other than himself.each executive. Other thanoff-cycle awards for new hires, promotions or retention grants, the Compensation Committee generally awards equity incentives to NEOs and senior leadership in the first 90 daysNovember 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 datareceived recommendations from the CEO with respect to competitive grant values atequity incentives for executive officers other than himself and the industry peer group companies. It also consideredExecutive Chair. These recommendations were provided alongside market ranges developed by the size of the awards previously grantedIndependent Consultant to the NEOs, which reflected the Compensation Committee’s previous evaluation of the magnitude of awards considered necessaryprovide recommendations in order to align the awards with competitive levels. The determinationa market context. Determination of award levels in fiscal 2017 also took into account the Company’s 2022 performance. The Compensation Committee’s reviewCommittee recommended grants for the CEO and the Executive Chair as part of their overall pay packages to be approved by the Board.

In fiscal 2023, the annual equity-based compensation for our NEOs (other than Mr. Demetriou) consisted of the CEO’sfollowing awards:

Forms of 2023 Long-Term Incentive Grants(1)Weight            Performance Metrics and Vesting Period            

PSUs

 60%

Performance Metrics:

- 50% to vest based upon Adj. EPS growth over 3-year period

- 50% to vest based upon ROIC over 3-year period

RSUs

 40%25% annual vesting over 4-year period

(1)

Mr. Demetriou’s fiscal 2023 annual equity-based compensation consisted 100% of RSUs with a one-year vesting period.

In addition, in November 2022, due to ongoing economic uncertainty, and in particular the impact of global economic conditions on the Company’s performance and thatin the second half of the other NEOs (and the CEO’s recommendations with respect to the other NEOs), as well asfiscal year, and the Company’s overall performanceefforts to manage costs, the Compensation Committee exercised negative discretion in what continuesthe payout of the fiscal 2022 LPP awards and determined that approximately 55% of the payout 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% 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 Stock Incentive Plan, as amended (the “Stock Incentive Plan”). These grants, which were made on December 1, 2022, 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 challenging economic circumstances.made entirely in cash, although it retains the discretion to modify this practice.

 

2024 Proxy Statement |  LOGO     45

2018 Proxy Statement| LOGO    37

 

 

A summary of the equity awards granted in fiscal 2023 to each NEO is provided below:

        
Named Executive
Officer		 Grant Date     Reason for Grant Target PSUs
Awarded (1)		  

Target

PSU

Value
Awarded (2)

  

RSUs
Awarded
(2)

  RSU Value
Awarded (2)		  

Total

Value

of All
Awards (2)

 
        

Robert V. Pragada

 11/16/2022 Annual Grant  36,034   $4,499,926   24,024   $3,000,117   $7,939,420 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award   

 

 

 

 

 

 

 

  3,528   $439,377  

 

 

 

 

Steven J. Demetriou

 11/16/2022 Annual Grant  

 

 

 

  20,020   $2,500,098   $3,430,785 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award 

 

 

 

 

 

 

 

  7,473   $930,687  

 

 

 

 

        

Claudia Jaramillo

 11/16/2022 Annual Grant  9,130   $1,140,154   6,085   $759,895   $1,958,209 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award 

 

 

 

 

 

 

 

  467   $58,160  

 

 

 

 

        

Kevin C. Berryman

 11/16/2022 Annual Grant  16,816   $2,099,982   11,211   $1,400,030   $3,874,504 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award 

 

 

 

 

 

 

 

  3,007   $374,492  

 

 

 

 

        

Stephen A. Arnette

 11/16/2022 Annual Grant  5,766   $720,058   4,245   $530,116   $1,463,647 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award 

 

 

 

 

 

 

 

  1,312   $163,396  

 

 

 

 

        

Joanne E. Caruso

 11/16/2022 Annual Grant  9,370   $1,170,126   6,245   $779,876   $2,246,157 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award 

 

 

 

 

 

 

 

  2,378   $296,156  

 

 

 

 

        

Patrick X. Hill

 11/16/2022 Annual Grant  7,208   $900,135   4,804   $599,924   $1,738,677 
        
 

 

 12/01/2022 Fiscal 2022 LPP Award  

 

 

 

 

 

  

 

 

 

 

 

  1,916   $238,619   

 

 

 

 

 

(1)

Represents the target payout shares as described under “Executive Compensation — 2023 Grants of Plan Based Awards” below. PSUs can payout from 0-200% of target.

(2)

Represents the grant date fair value of PSUs (assuming target level of shares) and RSUs granted (including the fiscal 2022 LPP awards) under the Company’s Stock Incentive Plan computed in accordance with FASB ASC Topic 718. The grant date fair value per share for the November 16, 2022 awards was $124.88 and the grant date fair value per share for the December 1, 2022 awards was $124.54. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 2023 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. Amounts reported in this column represent the combined value of the annual grant and the fiscal 2022 LPP grant.

Fiscal 20172023 Equity Awards

The Compensation Committee establishedPSU Awards

Fiscal 2023 PSU awards will vest, following a 3-year performance period (starting on the first day of fiscal 2023 and ending on the last day of fiscal 2025), 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 level of achievement of a specified 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 “EPS Based PSU Awards”); and

 - 

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

The

46     LOGO  | 2024 Proxy Statement

For awards made in fiscal 2023, the number of EPS Based PSU Awards that will vest (and the corresponding number of shares tothat will be issued upon the vesting of the EPS Based Awards granted in fiscal 2017issued) is based on the Company’s average adjusted EPS Growthmeasured at the end of fiscal 2025. For grants made in fiscal 2017, 20182022 and 2019, in each case measured from fiscal 2016 EPS. This calculation is shown in the following charts:

1/3 of Target

EPS Based

PSUs

    X    

EPS Performance

Multiplier for EPS

Growth Rate in fiscal

2017 over fiscal 2016

    =    

First Year EPS

Shares Earned

 

Average Adjusted

EPS

Growth - Fiscal Year

2016-2017

 

 

EPS Growth Performance

Multiplier

 

  
 

 

Less than 0%

 

 

 

0%

 

  
 

2.3%

 

 

100%

 

  
 

4.3%

 

 

200%

 

  

2/3 of Target

EPS Based PSUs

  X  

EPS Performance

Multiplier for Compound

EPS Annual Growth Rate

for fiscal 2018 over fiscal

2016

  -  

Number

of First

Year EPS

Shares

Earned

  =  

Second Year

EPS Shares

Earned

 

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

Target EPS

PSUs

  X  

EPS Performance Multiplier for Compound EPS Annual Growth Rate  for fiscal 2019 over fiscal 2016 

  -  

Number of First

Year EPS Shares

Earned and number

of Second Year

EPS Shares

Earned

  =  

Total number

of Shares

Earned and

to be issued

 

Average Adjusted

EPS

Growth - Fiscal Year

2016-2019

 

 

EPS Growth

Performance

Multiplier

 

  
 

Less than 3.6%

 

 

0%

 

  
 

5.6%

 

 

100%

 

  
 

7.6%

 

 

200%

 

  

The “EPS Performance Multiplier” is determined by reference to the tables above based uponprevious years, the Company’s average adjusted EPS Growth Rate or Compound Annual EPS Growth Rate over the relevant fiscal periods. The Compensation Committee set these metrics based on the Company’s planis measured at the startend of theeach fiscal year which reflectedand amounts are locked in annually but are not distributed until after the headwinds in client end markets, and3-year performance period.

For purposes of calculating the Company’s proactive efforts to align its operations and reduce costs.payouts for the EPS Based PSU awards:

“EPS”Adjusted EPS” 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”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, 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)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. Forperformance (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); and (C) exclusion of amortization of purchased intangibles.

The “EPS Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the Company’s Adjusted EPS as measured against the indicated fiscal periods. The Compensation Committee set these metrics based on the Company’s business plan at the time of grant.

ROIC Based PSU Awards:

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

For grants made in fiscal 2023, the Company granted awardsnumber of ROIC Based PSU Awards that vestedwill vest (and the corresponding number of shares to be issued) is based on the Company’s total shareholder return (or TSR) compared to thataverage adjusted ROIC measured at the end of its peer group over a three-year period.

2018 Proxy Statement| LOGO    39

Based onfiscal 2025. For grants made in fiscal 2022 and previous years, the Company’s average adjusted ROIC results fromis measured at the end of each fiscal 2017 to 2019,year and amounts are locked in annually but are not distributed until after the resulting shares to be issued upon3-year performance period.

For purposes of calculating the vesting ofpayouts for the ROIC Based Awards issued in fiscal 2017 are shown below:PSU awards:

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

The “Adjusted Net Earnings” meansROIC Performance Multiplier” is determined by straight line interpolation between established minimum, target and maximum goals, based upon the net earnings attributableaverage 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.

2024 Proxy Statement |  LOGO     47

RSU Awards

Vesting of RSU Awards

The annual RSU grants awarded to our NEOs on November 16, 2022 (except for Mr. Demetriou) vest 25% per year on each of the first, second, third and fourth anniversaries of the grant date, subject to the CompanyNEO’s continuous employment through each such vesting date other than in the case of death, disability or a qualified termination event, in which case, vesting will accelerate. The RSUs granted to Mr. Demetriou on November 16, 2022 vest on the 1-year anniversary of the grant date. The RSUs awarded to our NEOs on December 1, 2022, as reported in its consolidated financial statements for such period determined in accordance with GAAP (A) as may be adjusted to eliminatepart of the effectsfiscal 2022 LPP award vest 33 1/3% per year on each of (i) costs associated with restructuring activities, regardlessthe first, second and third anniversaries 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 limitedgrant date subject to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., thereNEO’s continuous employment through each such vesting date other than in the case of death, disability, retirement or a qualified termination event, in which case, vesting 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.accelerate.

RSU Grants:Dividend Equivalent Rights

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

Dividend Equivalent Rights

During fiscal 2017, the Compensation Committee approved an amendmentare entitled 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 cashaccumulated dividend equivalent rights (or Dividend Equivalents) whichthat are subject to the same vesting, requirementspayment and other terms and conditions as the underlying RSUs as described below inaward to which the section entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table”.dividend equivalent relates. 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 Equivalentsdividend equivalents is intended to treat the equity 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. The dividend equivalents pay in cash upon the vesting and settlement of the underlying RSUs and are forfeited if the underlying RSUs are forfeited.

40    LOGO|2018 Proxy Statement

Long-Term Incentive Plan Metrics and Performance Attainment – PSU— PSUs with Performance Periods Ending in 2017Fiscal 2023

ThreeAll of our NEOs, except for Ms. Jaramillo, served as executive officers of the Company in fiscal 20142020 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). Theseat that time. The 2020 PSUs awards were based on a3-year performance period that leveraged both short- and long-term goals.period. If certain thresholds of performance were not attained, then no payout was earned for the award.awards. The performance metrics associated with these PSUs, as well as weighting and the associated performance period are shown below:

 

Performance Metric

Weighting

 

  

 

Weighting   

Performance Period

 

Net Earnings Growth

(“NEG”)

EPS  50%  

Beginning on the first day of the third quarter of fiscal 20142020 and ending on the last day of the second quarter of fiscal 20172022

 

Total Shareholder Return

(or TSR)

ROIC  50%  A three-year period immediately following

Beginning on the grant date (May 22, 2014 – May 22, 2017)first day of fiscal 2020 and ending on the last day of fiscal 2022

2014 NEG2020 EPS Based PSU Awards

The method of calculating the number of shares underlying the PSUs based on NEG (the “NEG2020 EPS Based Awards”) granted in fiscal 2014 that vested is summarized below.

The total number of units awarded accumulatedPSU awards were tied to Compounded Annual Adj. EPS Growth over the three-yeara 3-year performance period in three segments:period:

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
•

The performance period began in Q1 2020 and ended Q4 2022

 

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

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

-

1/3 of the 2020 EPS Based PSUs were based on Adj. EPS Growth baseline from fiscal 2019 to fiscal 2020

-

2/3 of the 2020 EPS Based PSUs were based on the Compounded Annual Adj. EPS Growth Rate from fiscal 2020 to fiscal 2021

-

The final determination as to shares to be distributed pursuant to the 2020 EPS Based PSUs was based on the Compounded Annual EPS Adj. Growth Rate from fiscal 2020 to fiscal 2022

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 performanceAdj. EPS Growth 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 NEGEPS Performance Multiplier was determined by linear interpolation for growth rates between 5% and 10%, between 10% and 15% and between 15% and 20%.the approved ranges for each year.

48     LOGO  | 2024 Proxy Statement

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

 

     
 Performance
Period		 Adj.
EPS		 Average
Annual
Adj. EPS
Growth		  

Approved Range

 

  

EPS
Performance
Multiplier

 

  Lock-In
PSUs (1)		 
Min  Target  Max 
 

 

Performance Period

 

   

 

Net Earnings

(in thousands)

 

   

 

Avg. NEG
Growth

 

  

 

NEG Performance

Multiplier

 

     

Baseline Earnings

 

 

 

 

 

Q3 FY13 - Q2 FY14

 

 

 

 

  

 

 

 

 

$396,874

 

 

 

 

     FY19 $4.72     
    

Year 1

 

 

 

 

 

Q3 FY14 - Q2 FY15

 

 

 

 

  

 

 

 

 

$419,960

 

 

 

 

  

 

 

 

 

5.80%

 

 

 

 

 

 

 

 

 

58.20%

 

 

 

 

 FY20 $5.48  16.1%   13.2%   16.5%   19.8%   91%   30% 
    

Year 2

 

 

 

 

 

Q3 FY15 - Q2 FY16

 

 

 

 

  

 

 

 

 

$329,915

 

 

 

 

  

 

 

 

 

-7.80%

 

 

 

 

 

 

 

 

 

0.00%

 

 

 

 

 FY20 - FY21 $6.29  15.4%   10.6%   13.3%   16.0%   179%   89% 
    

Year 3

 

 

 

 

 

Q3 FY16 - Q2 FY17

 

 

 

 

  

 

 

 

 

$366,520

 

 

 

 

  

 

 

 

 

-1.50%

 

 

 

 

 

 

 

 

 

0.00%

 

 

 

 

 FY20 - FY22 $6.93  13.7%   9.8%   12.2%   14.6%   162%   42.8% 
       

 

 

 

3-Year Average

 

 

 

 

 

 

19.40%

 

 

    
              Total   161.8% 

 

2018 Proxy Statement| LOGO    41

(1)

Percentages in this column represent (i) for Year 1, the product of the EPS Performance Multiplier for Year 1 times 1/3rd of the Target 2020 EPS Based PSU Award, (ii) for Year 2, the product of the EPS Performance Multiplier for Year 2 times 2/3rds of the Target 2020 EPS Based PSU Award, less the percentage of Lock-In PSUs for Year 1 and (iii) for Year 3, the product of the EPS Performance Multiplier for Years 1-3 times the total Target 2020 EPS Based PSU Award, less the percentage of Lock-In PSUs for Years 1 and 2.

 

 

Total NEG   

Based Awards  

Granted   

 X  

 

 

3 Year Avg. Total EPS   

NEG Based PSUs  

Performance Granted   

Multiplier 

  =   X   

19.4%

3 Year EPS   

Performance 

Multiplier 

 =  

161.8% of Shares to

to be Distributed

As a result of the NEGAdj. EPS performance over the3-year performance period, Messrs. Berryman, Hagen and Mandelall of the NEOs (other than Ms. Jaramillo) received 19.4%161.8% of the shares underlying the NEGTarget 2020 EPS Based PSU Awards, as shown in the following table:

 

  

Participant Name

 

 

Vesting Date  

 

 

 

NEG Based
Awards Granted  

 

 

 

% Target Earned  

 

 

 

Shares Earned  

 

 

 

Shares Not Earned   

 

Vesting Date

 

Vesting Date

 

EPS Based
Awards Granted

 

EPS Based
Awards Granted

 

% Target Earned

 

% Target Earned

 

EPS PSU Shares
Earned

 

EPS PSU Shares
Earned

 

  

Robert V. Pragada

11/13/202210,620161.8%17,182
  

Steven J. Demetriou

11/13/202237,010161.8%59,882
  

Kevin C. Berryman

 5/22/2017   8,000   19.4%   1,552   6,448  11/13/202211/13/20229,6559,655161.8%161.8%15,62015,620

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  
  

Stephen A. Arnette

11/13/2022966161.8%1,561
  

Joanne E. Caruso

11/13/20224,506161.8%7,289
  

Patrick X. Hill

11/13/20222,253161.8%3,644

2014 TSR2020 ROIC Based PSU Awards

The method of calculating the number of shares underlying the PSUs based on TSR (“TSR2020 ROIC Based Awards”) that vested is summarized below:

ThePSU awards were tied to average ROIC over a 3-year performance period for the TSR Based Awards began on May 22, 2014 and ended on May 22, 2017, and the following TSR performance targets were approved by the Compensation Committee in fiscal 2014:period:

 

TSR Performance Relative to

Peer TSR Performance

•		 TSR Multiplier          

The performance period began in Q1 2020 and ended Q4 2022

 Below 30th Percentile

• 0.0%          

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

 30th Percentile

- 50.0%          

1/3 of the 2020 ROIC Based PSUs were based on fiscal 2020 ROIC

 50th Percentile

- 100.0%          

2/3 of the 2020 ROIC Based PSUs were based on ROIC from fiscal 2020 to fiscal 2021

 70th Percentile and Above

- 150.0%          

The final determination as to shares to be distributed pursuant to the 2020 ROIC Based PSUs was based on the ROIC from fiscal 2020 to fiscal 2022

For performanceThe 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 ROIC during that period. The ROIC Performance Multiplier was determined by linear interpolation for results between the 30th and 50th and between the 50th and 70th percentiles, straight-line interpolation was used to determine the TSR multiplier.approved ranges for each year.

2024 Proxy Statement |  LOGO     49

The TSR calculation was based onfollowing chart summarizes the return of the30-calendar-day average prices between the beginning and end ofCompany’s ROIC during the performance period usingand the formula below. The average prices were based upon daily asset values, which represent adjusted stock prices for dividends reinvested throughoutresulting vesting under the period.approved performance criteria:

   

Performance
Period

 

 

ROIC

 

 

Average
Annual ROIC

 

 

Approved Range

 

 

ROIC
Performance
Multiplier

 

 

Lock-In
PSUs (1)

 

 

Min

 

 

Target

 

  

Max

 

         

Baseline

 FY19 10.2%        
         

Year 1

 FY20 11.1% 11.1% 9.1%  10.7%  12.3% 125% 42%
         

Year 2

 FY20-FY21 11.4% 11.3% 9.4%  11.0%  12.6% 119% 36%
         

Year 3

 FY20-FY22 11.1% 11.2% 9.5%  11.2%  12.9% 100% 22.7%
         
                Total 100.7%

 

(1)

Percentages in this column represent (i) for Year 1, the product of the ROIC Performance Multiplier for Year 1 times 1/3rd of the Target 2020 ROIC Based PSU Award, (ii) for Year 2, the product of the ROIC Performance Multiplier for Year 2 times 2/3rds of the Target 2020 ROIC Based PSU Award, less the percentage of Lock-In PSUs for Year 1 and (iii) for Year 3, the product of the ROIC Performance Multiplier for Years 1-3 times the total Target 2020 ROIC Based PSU Award, less the percentage of Lock-In PSUs for Years 1 and 2.

 

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

 

 

 

Total ROIC   

Based PSUs  

Granted   

 =    

 X   

 

3 Year ROIC   

      -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 group 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 SummaryPerformance 

JEC TSRMultiplier 

 -4.49%

Rank

 =  		 8th

100.7% of 11

Shares

Percentile Rankto be Distributed

32nd

Payout Percentage

55%

As a result of the TSRROIC performance, overall of the3-year performance period, Messrs. Berryman, Hagen and Mandel NEOs (other than Ms. Jaramillo) received 55.0%100.7% of the shares underlying the TSR2020 ROIC Based Awards granted in fiscal 2014,PSUs, as shown below.in the following table:

 

 

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
     
Named Executive Officer  Vesting Date   ROIC Based
Awards Granted		   % Target Earned   ROIC PSU
Shares Earned		 
     

 Robert V. Pragada

   11/13/2022    10,620    100.7%    10,692 
     

 Steven J. Demetriou

   11/13/2022    37,010    100.7%    37,268 
     

 Kevin C. Berryman

   11/13/2022    9,655    100.7%    9,721 
     

 Stephen A. Arnette

   11/13/2022    966    100.7%    972 
     

 Joanne E. Caruso

   11/13/2022    4,506    100.7%    4,536 
     

 Patrick X. Hill

   11/13/2022    2,253    100.7%    2,268 

Grant Process

The Compensation Committee has delegated certain limited authority“Return on Invested Capital,” or ROIC, for the 2020 ROIC Based PSUs is computed by dividing Adjusted Net Earnings by the average of invested capital from the first day of fiscal 2020 to the CEO to makelast day of fiscal 2022. Invested capital is the sum of equity grants in accordance withplus long-term debt less cash and cash equivalents.

Other Benefits

Benefits Programs

Except for 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

With 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 2017,2023, 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%$0.75 of every dollar contributed up to the first 6% of eligible pay (currently $275,000)up to a 4.5% maximum match). 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.

 

50     LOGO  | 2024 Proxy Statement

2018 Proxy Statement| LOGO    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 EDPExecutive Deferral Plan (“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.

PerquisitesExecutive Severance Plan: 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, 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.

Our NEOs are eligible for the same benefits as those offeredPerquisites

The 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 Chair, and the CEO, and if approved by the CEO, the CFO, to travel for business purposes safely and efficiently. 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 provides an Executive Severance Plan that includes 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 terminated byunrelated to a change in control or (2) a qualifying termination of employment during the Company without “cause” or Mr. Demetriou resigns for “good reason” prior to August 17, 2018 (the third anniversary2-year period following a change of his start date), certain RSUs granted to Mr. Demetriou pursuant to his offer letter, tocontrol. Payments under this plan are conditioned upon the extent unvested,receipt of a customary waiver and general release of claims from the executive. In addition, following termination, the executives will becomebe subject to accelerated vesting.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.

The Company is also party

•

Non-Change in Control Severance Benefits — For fiscal 2023, 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 Executive Chair and the 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; (2) 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 and (3) a lump sum cash payment equal to 1.5 times (for the Executive Chair and the 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

2024 Proxy Statement |  LOGO     51

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.

•

Change in Control Severance Benefits — In the event of a termination of the participant’s employment by the Company other than for cause or by the participant for good 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 receive the following benefits: (1) a lump sum cash payment equal to 2 times (for the Executive Chair and the 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 the participant’s annual incentive award based on actual performance, 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 Executive Chair and the 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 event such termination occurs, unvested and outstanding equity awards are governed by the Stock Incentive Plan, as described below.

Employment Agreements: As of the end of fiscal 2023, 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 of 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, certain statutorily-required employer superannuation contributions, participation in the Company’s long-term and short-term incentive plans and 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 and participation in the Company’s BeyondZero initiative pertaining to environment, health and safety standards, and the continuation costsCompany’s standards for ethical behavior, as well as with certain restrictive covenants, including with respect to confidentiality, conflicts of 12 months of COBRA premiums upon a termination byinterest, 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 the Company without “cause,” conditioned upon his executionwill receive a pro-rata portion of their outstanding PSUs, which will remain outstanding andnon-revocation of a general release in favor of the Company.

Consistent with all participants will be eligible to vest as provided in the MIP, NEOs may also be entitled 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 terminated in the event of death or Disability (as defined 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 onlyThis means that if the employee incurs a Qualifying Termination (asexecutive officer’s employment is terminated without Cause or for Good Reason (each 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 thefollowing a Change in Control. IfControl, then the executive officer’s awards will vest in full. In addition, 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.

52     LOGO  | 2024 Proxy Statement

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        

Executive Chair, Chief Executive Officer

6x

Chief Financial Officer

4x

Executive Vice Presidents

3x

Other Senior Leadership (SVPs of the Company)

2x

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 threeexcept for Ms. Jaramillo whose multiple recently increased due to five years from their hire or promotion date at the end of which they are expected to meet the guidelines.her role change. 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 its executive officers and directors. All trades by the Company’s 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

TheIn accordance with SEC and NYSE rules, the Compensation Committee maintainsadopted a clawback policy, with respecteffective as of September 30, 2023 (the “Effective Date”). Pursuant to incentive awards granted to executive officers. Thethe policy, the Company is authorizedrequired to recover a portion of incentive awards paid within three years of a financial statementor “clawback” any erroneously awarded incentive-based compensation to our executive officers in the event that the Company is inaccuraterequired to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Recoverylaws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. This policy applies to the extent a lesser amount would have been paid under the restated financial statement.

Tax Considerations

Section 162(m)all incentive-based compensation received by an executive officer of the Code limits deductionsCompany during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement and after the Effective Date. In addition, we have an additional clawback policy for certain executive compensation in excess of $1,000,000 in any fiscal year, excluding from this limit compensationselect top executives 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,allows the Compensation Committee is prepared, if it deems appropriate, to enter intoclawback all time-based and incentive-based compensation arrangements under which payments may not be deductible under Section 162(m).in the event of such executive’s violation of restrictive covenants or other misconduct, such as failure to supervise or conduct causing material financial, reputational or other harm to the Company or its business activities.

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 Statement| LOGO    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- andshort-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,

2024 Proxy Statement |  LOGO     53

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.

 

54     LOGO  | 2024 Proxy Statement

46    LOGO|2018 Proxy Statement

 

 

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation earned by the Company’s named executive officers (or NEOs)(“NEOs”) in fiscal 2017, 20162023, 2022, and 2015.2021.

 

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 ($) 

 

Robert V. Pragada
Chief Executive Officer

 

 

 

 

2023

 

 

 

 

 

 

1,177,404

 

 

 

 

 

 

—

 

 

 

 

 

 

7,939,420

 

 

 

 

 

 

1,743,141

 

 

 

 

 

 

—

 

 

 

 

 

 

38,684

 

 

 

 

 

 

10,898,649

 

 

  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

 

 

 

 

Steven J. Demetriou (5)
Executive Chair

 

 

 

 

2023

 

 

 

 

 

 

1,307,211

 

 

 

 

 

 

—

 

 

 

 

 

 

3,430,785

 

 

 

 

 

 

1,655,146

 

 

 

 

 

 

—

 

 

 

 

 

 

40,632

 

 

 

 

 

 

6,433,775

 

 

  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

 

 

 

 

Claudia Jaramillo
Executive Vice President and Chief Financial Officer

 

 

 

 

2023

 

 

 

 

 

 

677,884

 

 

 

 

 

 

—

 

 

 

 

 

 

1,958,209

 

 

 

 

 

 

637,732

 

 

 

 

 

 

—

 

 

 

 

 

 

67,238

 

 

 

 

 

 

3,341,063

 

 

         
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin C. Berryman (6)
Former President and Chief Financial Officer

 

 

 

 

2023

 

 

 

 

 

 

860,000

 

 

 

 

 

 

—

 

 

 

 

 

 

3,874,504

 

 

 

 

 

 

979,290

 

 

 

 

 

 

—

 

 

 

 

 

 

38,919

 

 

 

 

 

 

5,752,712

 

 

  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

 

 

 

 

Stephen A. Arnette Executive Vice President, President, Critical Mission Solutions

 

 

 

 

2023

 

 

 

 

 

 

530,769

 

 

 

 

 

 

—

 

 

 

 

 

 

1,413,570

 

 

 

 

 

 

559,003

 

 

 

 

 

 

—

 

 

 

 

 

 

28,408

 

 

 

 

 

 

2,531,751

 

 

         
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joanne E. Caruso
Executive Vice President, Chief Legal and Administrative Officer

 

 

 

 

2023

 

 

 

 

 

 

654,999

 

 

 

 

 

 

—

 

 

 

 

 

 

2,246,157

 

 

 

 

 

 

797,095

 

 

 

 

 

 

—

 

 

 

 

 

 

39,627

 

 

 

 

 

 

3,737,878

 

 

  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

 

 

 

 

Patrick X. Hill (7)

Executive Vice President, President, People & Places Solutions

 

 

 

 

2023

 

 

 

 

 

 

595,869

 

 

 

 

 

 

—

 

 

 

 

 

 

1,738,677

 

 

 

 

 

 

622,389

 

 

 

 

 

 

—

 

 

 

 

 

 

16,633

 

 

 

 

 

 

2,973,568

 

 

  2022   602,669   —   1,350,132   299,932   —   16,071   2,268,804 
  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

(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 20172023 Annual Report on Form10-K for a discussion of the assumptions used to calculate these amounts. For the fiscal 2023 amounts, this column reflects the combined value of RSUs and PSUs granted in November and December 2022 (with PSUs reflecting target performance). At the highest level of performance, the value of such fiscal 2023 PSUs on the grant date would be $8,999,852 for Mr. Pragada, $2,280,309 for Ms. Jaramillo $4,199,964 for Mr. Berryman, $1,440,116 for Mr. Arnette, $2,340,251 for Ms. Caruso, and $1,800,270 for Mr. Hill. At the highest level of performance, the value of such fiscal 2022 PSUs on the grant date would be $6,000,198 for Mr. Pragada, $14,400,243 for Mr. Demetriou, $3,839,987 for Mr. Berryman, $1,919,994 for Ms. Caruso, and $2,760,463 for Mr. Hill. At the highest level of performance, the value of such fiscal 2021 PSUs on the grant date would be: $4,200,339 for Mr. Pragada, $13,800,332 for Mr. Demetriou; $3,600,050 for Mr. Berryman; and $1,800,025 for Ms. Caruso.

(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 of how non-equity incentive plan compensation is determined for the NEOs. Fiscal 2022 payments were made in the form of 55% cash and 45% RSUs. Amounts shown in this column reflect only the cash portion of the LPP awards. There were no earnings on non-equity incentive plan compensation earned or paid to the NEOs in or for fiscal 2023.

(6)(4)

InFor fiscal 2017, Mr. Demetriou received $7,750,2023: Mr. Pragada received $9,475 and Messrs. Berryman, Mandel and Hagen each received $7,950 in$14,850 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, $1,308 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$18,051 for financial planning assistance. For fiscal 2017,assistance, and $4,475 for an annual health assessment. Mr. BerrymanDemetriou 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 Statement| LOGO    47

expenses and (iv) $6,521 for$14,850 associated gross up payments. Additionally, for fiscal 2017, Mr. Berryman received $12,990 in dividend payments on RSAs, $1,042with a 401(k) Company match, $65 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$19,455 for financial planning assistance. For Mr. Hagen, $1,256assistance and associated expenses, $5,096 for house hunting tripsan annual health assessment, and $473 fora gift valued at $854 and $312 in taxes associatedgross-up payments were included for fiscal 2017. Additionally, for fiscal 2017, Mr. Hagen with the gift. Ms. Jaramillo received $1,975 was dividend payments on RSAs, $833$14,850 associated with a 401(k) Company match, $981 for basic life insurance premiums paid for by the Company, $281 for Mr. Hagen’s spouse’s portion of a business meal, $1,315$18,051 for financial planning assistance, and $5,469$5,144 for an annual health assessment. For fiscal 2017,assessment, and $21,342 for relocation expenses, as well as $6,870 in taxes associated with the relocation. Mr. MandelBerryman received $2,527 in dividend payments on RSAs, $975$14,850 associated with a 401(k) Company match, $1,126 for basic life insurance premiums paid for by the Company, $1,315$18,051 for financial planning assistance, and $75$4,891 for an annual health assessment. Mr. Mandel’s spouse’s portion ofArnette received $10,675 associated with a business meal. For fiscal 2017, Mr. Pragada,401(k) Company match, $706 for basic life insurance premiums paid for by

the Company, and $17,027 for financial planning assistance. Ms. Caruso 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$14,850 associated gross up payments. Additionally for fiscal 2017, Mr. Pragada received $10,868 for dividend payments on RSAs, $940 with a 401(k) Company match, $916

2024 Proxy Statement |  LOGO     55

for basic life insurance premiums paid for by the Company, and $2,324$14,261 for financial planning assistance. In addition,assistance, and $9,600 for an annual health assessment. Mr. Hill received Company superannuation contributions (401(k)) of $16,633.
(5)

Mr. Demetriou stopped serving as a resultCEO of the decision byCompany effective as of January 24, 2023 and is currently serving as our Executive Chair.

(6)

Mr. Berryman stopped serving as CFO of the Compensation Committee in January 2017Company effective as of August 14, 2023 and is currently serving as Special Advisor to modify all outstanding RSUs to provide for Dividend Equivalents, the CEO.

(7)

The amounts reported for fiscal 2017 also include2023 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 2023 (1 AUD = 0.6442 USD).

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.

 

56     LOGO  | 2024 Proxy Statement

48    LOGO|2018 Proxy Statement

 

 

2017

2023 Grants of Plan BasedPlan-Based Awards

The table below summarizes all grants of plan basedplan-based awards to the NEOs in fiscal 2017:2023:

 

       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 (#)

 

 

 Robert V. Pragada

 11/16/2022                24,024  3,000,117 
  11/16/2022      4.504 18,017 (4) 36,034 (4)   2,249,963 
  11/16/2022      4.504 18,017 (5) 36,034 (5)   2,249,963 
  12/01/2022                3,528  439,377 
    420,971 1,683,884 3,367,769             

 

 Steven J. Demetriou

 11/16/2022                20,020  2,500,098 
  12/01/2022                7,473  930,687 
    399,720 1,598,881 3,197,762             

 

 Claudia Jaramillo

 11/16/2022                6,085  759,895 
  11/16/2022      1,441 4,565 (4) 9,130 (4)   570,077 
  11/16/2022      1,441 4,565 (5) 9,130 (5)   570,077 
  12/01/2022                467  58,160 
    154,013 616,053 1,232,105             

 

 Kevin C. Berryman

 11/16/2022                11,211  1,400,030 
  11/16/2022      2,102 8,408 (4) 16,816 (4)   1,049,991 
  11/16/2022      2,102 8,408 (5) 16,816 (5)   1,049,991 
  12/01/2022                3,007  374,492 
    236,500 946,000 1,892,000             

 

 Stephen A. Arnette

 11/16/2022                4,245  530,116 
  11/16/2022      721 2,883 (4) 5,766 (4)   360,029 
  11/16/2022      721 2,883 (5) 5,766 (5)   360,029 
  12/01/2022                1,312  163,396 
    135,000 540,000 1,080,000             

 

 Joanne Caruso

 11/16/2022                6,245  779,876 
  11/16/2022      1,171 4,685 (4) 9,370 (4)   585,063 
  11/16/2022      1,171 4,685 (5) 9,370 (5)   585,063 
  12/01/2022                2,378  296,156 
    192,500 769,999 1,539,998             

 

 Patrick X. Hill (7)

 11/16/2022                4,804  599,924 
  11/16/2022      901 3,604 (4) 7,208 (4)   450,068 
  11/16/2022      901 3,604 (5) 7,208 (5)   450,068 
  12/01/2022                1,916  238,619 
    150,308 601,232 1,202,464                

 

(1)

Amounts represent the 20172023 projected award under the Management IncentiveLeadership Performance Plan (or MIP)(LPP) based on the Company’s internal plan at the start of fiscal 2017.2023. 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 2017.2023.

(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 20172023 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 20172023 Equity Awards — ROIC Based 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 those awards granted on November 16, 2022 was $124.88 per share, and the grant date value for the awards granted on December 1, 2022 was $124.54 per share. Please refer to Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Company’s 20172023 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

2024 Proxy Statement |  LOGO     57

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 2023 (1 AUD = 0.6442 USD).

 

58     LOGO  | 2024 Proxy Statement

2018 Proxy Statement| LOGO    49

 

 

Outstanding Equity Awards of NEOs at 20172023 FiscalYear-End

 

Outstanding Equity Awards at Fiscal Year-End for 2023Outstanding Equity Awards at Fiscal Year-End for 2023 
 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)

 

 
Name/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)		 
Robert V. Pragada Robert V. Pragada

 

     

11/13/2019

          3,541  483,347     

11/18/2020

          6,651  907,862  9,978  2,723,994 

11/18/2020

              9,978  1,361,997 

03/08/2021

          33,827  4,617,386     

11/17/2021

          10,316  1,408,134  10,316  1,408,134 

11/17/2021

              10,316  1,408,134 

11/16/2022

          24,024  3,279,276  18,017  2,459,321 

11/16/2022

              18,017  4,918,641 

12/01/2022

          3,528  481,572     

Steven J. Demetriou

 8/17/2015  51,129  51,130   -  43.94  8/17/2025   53,047  3,091,049  16,065   -                  
 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

 

 

 

11/13/2019

          12,337  1,684,001     

11/18/2020

          21,855  2,983,208  32,783  8,949,759 

11/18/2020

              32,783  4,474,880 

11/17/2021

          24,758  3,379,467  24,758  3,379,467 

11/17/2021

              24,758  3,379,467 

11/16/2022

          20,020  2,732,730     

12/01/2022

          7,473  1,020,065     
Claudia Jaramillo                 

07/01/2022

          5,934  809,991  4,272  583,128 

07/01/2022

          4,273  583,265  4,272  583,128 

11/16/2022

          6,085  830,603  4,565  623,123 

11/16/2022

              4,565  1,246,245 

12/01/2022

          467  63,746     

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

 

 

 

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

 

 

 

05/28/2015

 17,000     43.34  05/28/2025         

11/13/2019

          3,218  439,257     

11/18/2020

          5,702  778,323  8,552  2,334,696 

11/18/2020

              8,552  1,167,348 

03/08/2021

          33,827  4,617,386     

11/17/2021

          6,603  901,310  6,602  901,173 

11/17/2021

              6,602  901,173 

11/16/2022

          11,211  1,530,302  8,408  1,147,692 

11/16/2022

              8,408  2,295,384 

12/01/2022

          3,007  410,456     
Stephen A. Arnette                 

11/13/2019

          322  43,953     

11/18/2020

          618  84,357  927  253,071 

11/18/2020

              927  126,536 

03/04/2021

          443  60,470     

11/17/2021

          671  91,592  671  91,592 

11/17/2021

              671  91,592 

03/02/2022

          1,601  218,537  1,601  218,537 

03/02/2022

              1,601  218,537 

11/16/2022

          4,245  579,443  2,883  393,530 

11/16/2022

              2,883  787,059 

12/01/2022

          1,312  179,088     
Joanne E. Caruso                 

11/13/2019

          1,502  205,023     

11/18/2020

          2,851  389,162  4,276  1,167,348 

11/18/2020

              4,276  583,674 

11/17/2021

          3,302  450,723  3,301  450,587 

11/17/2021

              3,301  450,587 

11/16/2022

          6,245  852,443  4,685  639,503 

11/16/2022

              4,685  1,279,005 

12/01/2022

          2,378  324,597     
Patrick X. Hill                 

11/13/2019

          751  102,512     

11/18/2020

          1,901  259,487  2,851  778,323 

11/18/2020

                    2,851  389,162 

2024 Proxy Statement |  LOGO     59

Outstanding Equity Awards at Fiscal Year-End for 2023 
   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/Grant Date Exercisable  
(#)		   Unexercisable  
(#)		 

11/17/2021 

           2,785   380,153   2,786   380,289 

11/17/2021 

               2,786   380,289 

11/16/2022 

           4,804   655,746   3,604   491,946 

11/16/2022 

               3,604   983,892 

12/01/2022 

                 1,916   261,534         

 

(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 awarded on December 1, 2022 recognize earnings as part of the fiscal 2022 LPP award and vest ratably over four3 years beginning with the first anniversary of the grant date. The RSUs granted on November 16, 2022 to our NEOs (other than Mr. Demetriou) vest ratably over 4 years beginning on the first anniversary of the grant date, withand the exception of (i) stock grantsRSUs granted to Mr. Demetriou on November 16, 2022 vest on the 1-year anniversary of the grant date. In addition, the RSUs granted on March 8, 2021 to Messrs. Berryman on December 30, 2014 thatand Pragada vest in 40%, 40% and 20% incrementsfull on the first, second and third anniversary of the award date, respectively, and (ii) stock grantsgrant date. Finally, the 4,273 RSUs granted on July 1, 2022 to Mr. Demetriou on August 17, 2015 of 67,772 shares thatMs. Jaramillo vest in three equal installmentsratably over 4 years beginning on the first anniversary of the grant date, and 30,456 shares that vestthe 5,934 RSUs granted on the thirdsame date to Ms. Jaramillo vest ratably over 2 years beginning on the first 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

(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 aton September 29, 2017,2023, which was $58.27.$136.50.

(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 of three years from the grant date.based on actual performance over a three-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 $136.50, the closing price of the Company’s common stock as quoted by the NYSE Composite Price History aton September 29, 2017, which was $58.27.2023.

Option Exercises and Stock Vested in Fiscal 20172023

The following table provides information on stock options that were exercised and on restricted stock that vested in fiscal 20172023 for our NEOs:

 

 Option Awards  Stock Awards 
Name 

Option Awards

 

 

Stock Awards

 

  Number of
Shares
Acquired on
Exercise
(#)		  Value
Realized on
Exercise
($)		  Number of
Shares
Acquired on
Vesting
(#)		  Value
Realized on
Vesting
($) (1) (2)		 
Number of
Shares
Acquired on
Exercise
(#)		 Value
Realized on
Exercise
($)		 Number of
Shares
Acquired on
Vesting
(#)		 Value
Realized on
Vesting
($)(1)		 

Robert V. Pragada

  —     —     40,897   5,095,685 

Steven J. Demetriou

  

 

-

 

 

 

  

 

-

 

 

 

  

 

30,078

 

 

 

  

 

1,614,712

 

 

 

  102,259   8,304,454   141,641   17,628,583 

Claudia Jaramillo

  —     —     7,358   874,793 

Kevin C. Berryman

  

 

-

 

 

 

  

 

-

 

 

 

  

 

54,326

 

 

 

  

 

3,083,727

 

 

 

  —     —     36,514   4,547,178 

Joseph G. Mandel

  

 

-

 

 

 

  

 

-

 

 

 

  

 

7,824

 

 

 

  

 

422,650

 

 

 

Terence D. Hagen

  

 

-

 

 

 

  

 

-

 

 

 

  

 

3,694

 

 

 

  

 

203,715

 

 

 

Robert V. Pragada

  

 

-

 

 

 

  

 

-

 

 

 

  

 

8,050

 

 

 

  

 

484,530

 

 

 

Stephen A. Arnette

  —     —     4,389   544,780 

Joanne E. Caruso

  —     —     17,460   2,173,045 

Patrick X. Hill

  —     —     9,283   1,155,989 

 

(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 elected to defer the receipt of some of his equity awards until a later date. Mr. Berryman elected to defer equity that vested in November 2022 – 2,904 RSUs, with a value of dividends paid in cash related to unvested shares of restricted stock.

Equity Compensation Plan Information$345,315.

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.

 

60     LOGO  | 2024 Proxy Statement

2018 Proxy Statement| LOGO    51

 

 

Non-qualified

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)(“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”), 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 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 20172023 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.

Non-Qualified Deferred Compensation for 2023

 

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)

 

Deferred
  Compensation  
Plan		Deferred
  Compensation  
Plan		Executive
Contribution
During Last
Fiscal Year
($) (1)
Executive
Contribution
During Last
Fiscal Year
($) (1)
Aggregate
Earnings
During
Last
Fiscal
Year ($) (2)		Aggregate
Earnings
During
Last
Fiscal
Year ($) (2)		Aggregate
Withdrawals/
Distributions
During Last
Fiscal Year
($)		Aggregate
Withdrawals/
Distributions
During Last
Fiscal Year
($)		Aggregate
Balance
at Last
Fiscal
Year End
($) (3)		Aggregate
Balance
at Last
Fiscal
Year End
($) (3)
  

Robert V. Pragada

Variable Plans

 

 

 

 

 

  

Steven J. Demetriou

 

 

Variable Plans

 

 

 

—

 

 

 

192,560

 

 

 

29,267

 

 

 

—

 

 

 

322,467

 

Variable PlansVariable Plans

 

 

 46,413  0  433,637 
  

Claudia Jaramillo

Variable Plans

 

 

 

 

 

  

Kevin C. Berryman

 

 

Variable Plans

 

 

 

 

—

 

 

 

44,423

 

 

 

29,582

 

 

 

—

 

 

 

345,927

 

Variable PlansVariable Plans 452,184  2,656,936  0  13,188,234 

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

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

  

Stephen A. Arnette

Variable Plans

 

 70,955  0  682,667 
  

Joanne E. Caruso

Variable Plans

 

 

 

 

 

  

Patrick X. Hill (4)

N/A

 

 

 

 

 

 

(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.

 

2024 Proxy Statement |  LOGO     61

52    LOGO|2018 Proxy Statement

 

 

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 29, 2023: (1) qualifying 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) with respect to Messrs. Demetriou and Mandel,(4) involuntary termination by the Company without Cause, or resignation for Good Reason,cause (in the absence of a Change in each case, as if such termination occurred on September 29, 2017.Control).

 

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)  ($)		  Involuntary
Termination
(7)  ($)		 
 Robert V. Pragada       

Non-Equity Incentive Compensation (1)

  —     1,683,884   —     —  

Unvested RSUs (2)

  11,177,576   11,177,576   —     7,004,361  

Unvested PSUs (3)

  9,730,706   5,448,943   —     3,114,887  

Cash Severance Benefits

  7,793,067   1,000,000   —     6,280,585  

Total

  28,701,349   19,310,403   —     16,399,833  
 Steven J. Demetriou       

Non-Equity Incentive Compensation (1)

  —     1,598,881   1,655,146   —  

Unvested RSUs (2)

  11,799,470   11,799,470   —     7,374,822  

Unvested PSUs (3)

  14,336,722   12,304,704   12,304,704   9,757,830  

Cash Severance Benefits

  7,422,042   1,301,000   —     5,980,318  

Total

  33,558,234   27,004,054   13,959,849   23,112,970  
 Claudia Jaramillo       

Non-Equity Incentive Compensation (1)

  —     616,053   —     —  

Unvested RSUs (2)

  2,287,604   2,287,604   —     228,774  

Unvested PSUs (3)

  1,951,047   729,035   —     —  

Cash Severance Benefits

  1,955,956   1,500,000   —     1,955,956  

Total

  6,194,606   5,132,691   —     2,184,730  
 Kevin C. Berryman       

Non-Equity Incentive Compensation (1)

  —     946,000   —     —  

Unvested RSUs (2)

  8,677,032   8,677,032   —     6,265,487  

Unvested PSUs (3)

  6,053,394   3,886,286   —     2,669,725  

Cash Severance Benefits

  2,819,037   1,722,000   —     2,819,037  

Total

  17,549,464   15,231,318   —     11,754,249  
 Stephen A. Arnette       

Non-Equity Incentive Compensation (1)

  —     540,000   —     —  

Unvested RSUs (2)

  1,257,438   1,257,438   —     424,242  

Unvested PSUs (3)

  1,450,973   725,862   —     289,387  

Cash Severance Benefits

  1,679,960   2,700,000   —     1,679,960  

Total

  4,388,371   5,223,300   —     2,393,589  
 Joanne E. Caruso       

Non-Equity Incentive Compensation (1)

  —     769,999   797,095   —  

Unvested RSUs (2)

  2,221,947   2,221,947   —     871,007  

Unvested PSUs (3)

  3,157,682   1,980,994   1,980,994   1,272,747  

Cash Severance Benefits

  2,301,301   700,000   —     2,301,301  

Total

  7,680,930   5,672,940   2,778,088   4,445,055  
 Patrick X. Hill       

Non-Equity Incentive Compensation (1)

  —     595,869   —     —  

Unvested RSUs (2)

  1,659,431   1,659,431   —     609,882  

Unvested PSUs (3)

  2,333,115   1,418,800   —     890,012  

Cash Severance Benefits

  1,814,127   966,300   —     1,814,127  

Total

  5,806,673   4,640,399   —     3,314,021  

62     LOGO  | 2024 Proxy Statement

 

(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, 2017.2023.

(2)The

Under the Stock Incentive Plan, the amount that would be earned related to unvestedin-the-money options RSUs as of September 29, 2017.2023. Value is based oncomputed by using the $136.50 closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History aton September 29, 2017 of $58.27, minus the cost of the option (i.e., the exercise price).2023.

(3)The

Under the Stock Incentive Plan, the amount that would be earned related to unvested RSAsPSUs as of September 29, 2017. Value is computed2023. Upon a qualifying termination of employment during the 2-year period following a change in control, outstanding PSUs would vest and be earned based on actual performance 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 applied actual performance achievement results for the most recently completed 3-year performance period, and for all other outstanding PSUs we applied the forecasted performance achievement results. We then multiplied such number of PSUs by using the $136.50 closing price of a share of the Company’s common stock as quoted by the NYSE Composite Price History aton September 29, 2017 of $58.27.2023.

(4)

The amount that would be earned relatedIn 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 unvested shares2 times (for the CEO and the Executive Chair) or 1 times (for the other NEOs) the sum of PSUs as of September 29, 2017. The amount reported with respectthe participant’s (x) base salary and (y) target annual incentive award; (2) a lump sum cash payment equal to a Change in Control represents (i) the shares that would vestparticipant’s annual incentive award based on actual performance, through September 29, 2017, multiplied by (ii)pro-rated based on the closing pricenumber of days the participant was employed during the fiscal year of termination; and (3) a sharelump 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 as of the Company’s common stock as quoted by the NYSE Composite Price History at September 29, 2017date 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 forecastssuch qualifying termination of its performance through the endemployment.

2018 Proxy Statement| LOGO    53

of the performance period, multiplied 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, 2017 of $58.27.
(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 represents the value of shares to be vested and distributed accordingequal to the normalNEO’s target annual incentive award, prorated for the number of days worked during the fiscal year, and (ii) accelerated vesting schedule,of all outstanding options and RSUs, and outstanding PSUs will remain outstanding and become earned based upon the Company’son actual performance throughat the end of the applicable performance period, assuming it is constant with expectedprorated for the number of days worked during the vesting 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 AUD as part of the Death & Total and Permanent Disablement benefit automatically provided to all Australian employees via their Superannuation (pension) fund contributions. This amount has been converted from AUD to USD using the actual average exchange rate in September 2023 (1 AUD = 0.6442 USD).

(6)

None of the NEOs, other than Mr. Demetriou and Ms. Caruso, qualifies for “Retirement” benefits. Upon retirement, Mr. Demetriou and Ms. Caruso would be eligible to receive their fiscal 2023 LPP payment based on actual performance. In addition, Mr. Demetriou and Ms. Caruso’s outstanding PSUs would remain outstanding and become earned based on actual performance as ofat the end of the currentapplicable 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 CEO and the Executive Chair) 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 annual incentive award based on actual performance, pro-rated based on the number of days the participant was employed during the fiscal year.year of termination, and (3) a lump sum cash payment equal to 1.5 times (for the CEO and the Executive Chair) 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 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.

2024 Proxy Statement |  LOGO     63

Equity Compensation Plan Information

The following table presents certain information about our equity compensation plans as of September 29, 2023:

    
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)

118,350$47.223,237,463
    

Equity compensation plans not approved by shareholders

—  —  —  
    

Total

118,350$47.223,237,463

(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 29, 2023, a total of 28.5 million shares have been issued, leaving 2.4 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 2023.

CEO total annual compensation

$9,484,157

Median Employee total annual compensation

91,465

Ratio of CEO to Median Employee total annual compensation

104 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 fiscal 2023 CEO pay ratio, we used the same median employee that we used for purposes of calculating the CEO pay ratio for fiscal 2022, as there has been no material change in our employee population, employee compensation programs or the median employee compensation that we believe would significantly impact the CEO pay ratio. 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 55. As we had two different CEOs during fiscal 2023, for purposes of calculating the ratio, we took the total compensation of each of Mr. Demetriou and Mr. Pragada, prorated in each case for the percentage of the year that they served in the CEO role, and combined those amounts.

64     LOGO  | 2024 Proxy Statement

Pay-versus-Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K
under the Securities Act, we are providing the following information about the relationship between “Compensation Actually Paid,” (herein referred to as “CAP”) to our CEO and our other NEOs as compared to the Company’s total shareholder return (“TSR”), the TSR of our selected peer group, our GAAP net income, and our company-selected performance measure, Adjusted EPS.
For further information concerning the Company’s performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
2023 Pay vs. Performance Table
The following table shows the past three fiscal years’ of SCT pay, CAP, our cumulative TSR, the cumulative TSR of our performance peers over the same period, our Net Income, and our Adjusted EPS. As the table below demonstrates, there is a strong relationship between our financial outcomes, particularly TSR, and CAP to PEOs and the average of CAP to the remaining NEOs. The Compensation Committee believes this illustrates that the Company’s
pay-for-performance
approach is working as designed.
          
Year
 
Summary
Compensation
Table Total
for CEO
(Demetriou)
(1)
  
Compensation
Actually Paid
to CEO
(Demetriou)
(1) (3)
  
Summary
Compensation
Table Total
for CEO
(Pragada)
(2)
  
Compensation
Actually Paid
to CEO
(Pragada)
(2) (3)
  
Average
Summary
Compensation
Table Total
for Other
NEOs
(4)
  
Average
Compensation
Actually Paid
to Other
NEOs
(3) (4)
  
Value of
Initial Fixed
$100
Investment
Based On:
  
Net
Income
(6)
($MM)
  
Adj.
EPS
(7)
 
 
Jacobs
TSR
(5)
  
 
Peer
Group
TSR
(5)
 
           
2023  $6,433,775   $16,401,745   $10,898,649   $15,676,003   $4,128,458   $7,040,687   $150   $122   $667   $7.20 
           
2022  $14,615,521   $16,124,394   N/A   N/A   $4,242,112   $3,513,697   $119   $106   $644   $6.93 
           
2021  $16,275,230   $39,002,853   N/A   N/A   $6,557,631   $10,527,045   $144   $133   $477   $6.29 
(1)Fiscal 2023 compensation for Mr. Demetriou reflects his service as CEO until January 24, 2023.
(2)Fiscal 2023 compensation for Mr. Pragada reflects his service as CEO starting January 24, 2023, and compensation received under his prior role as President and Chief Operating Officer (COO).
(3)CAP reflects the SEC methodology, with adjustments for calculating CAP from the Summary Compensation Table values provided in the table below.
(4)NEOs used for the average NEO for each fiscal year are as follows:
-2023: Steve Arnette, Kevin Berryman, Joanne Caruso, Steve Demetriou, Patrick X. Hill, and Claudia Jaramillo
-2022: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, Patrick X. Hill, and Bob Pragada
-2021: Kevin Berryman, Joanne Caruso, Dawne S. Hickton, and Bob Pragada.
(5)
Cumulative TSR is measured as of a beginning date of October 1, 2020 (i.e., September 30, 2020 stock price is the base date for calculation); and peer group TSR reflects values for the S&P 1500 IT Consulting & Other Services Index, as disclosed in our fiscal 2023 Annual Report on Form
10-K.
Both cumulative TSR and peer group TSR are calculated in the same manner as disclosed in our fiscal 2023 Annual Report on Form
10-K,
in accordance with Item 201(e) of Regulation
S-K.
(6)Upon a terminationNet Income reflects GAAP net income, as disclosed in our financial statements.
(7)The Company-selected measure that we believe represents the most important financial performance measure used to link CAP for fiscal 2023 to Company performance is Adjusted EPS. Adjusted EPS is computed by dividing Adjusted Net Earnings by the Company without Cause,weighted average number of shares of the Company’s common stock outstanding during the period. For a definition of Adjusted Net Earnings, please refer to page 47.
2024 Proxy Statement
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65
Table of Contents
Adjustments to Calculate Compensation Actually Paid
     
         
Equity Awards
    
       
Year
 
Executive
 
SCT Total
  
Deduct SCT
Stock & Option
Awards
  
Add
Year-End

Value of
Unvested Equity
Granted in
Year
(1)(a)
  
Add Change in
Value of Unvested
Awards Granted
in Prior Years
  
Add Change in
Value of Vested
Equity Granted
in Prior Years
  
Total CAP
 
       
2023
 CEO (Demetriou)  $6,433,775  ($3,430,785)  $3,752,795  $4,874,636  $4,771,324  $16,401,745 
 CEO (Pragada) $10,898,649  ($7,939,420)  $8,679,489  $2,658,793  $1,378,492  $15,676,003 
 Average NEO $4,128,458  ($2,443,650)  $2,672,056  $1,503,269  $1,180,555  $7,040,687 
       
2022
 CEO (Demetriou)  $14,615,521  ($12,000,106)  $8,953,246  ($5,496,145)  $10,051,878  $16,124,394 
 Average NEO $4,242,112  ($2,690,085)  $1,663,846  ($1,202,339)  $1,500,163  $3,513,697 
       
2021
 CEO (Demetriou)  $16,275,230  ($11,500,101)  $14,714,972  $9,244,782  $10,267,971  $39,002,853 
 Average NEO $6,557,631  ($4,550,092)  $5,540,518  $1,711,565  $1,267,423  $10,527,045 
(1)The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s financial statements.
Relationship Between CAP and Certain Performance Measures
The Pay versus Performance table above and the charts below illustrate the following:
CAP to our CEO (former and current) and average NEO has generally tracked with our TSR performance. This alignment reflects the design choices of our compensation program that include a mix of equity incentives. Additionally, CAP values reflect changes in the value of executives’ outstanding equity holdings that fluctuate with changes in our stock price.
-
While our stock price increased in 2023, CAP stayed flat for the CEO because Mr. Mandel wouldDemetriou migrated from the CEO position to become entitled to an amount equal to 12 monthsExecutive Chair, and Mr. Pragada became CEO this year after formerly being President and COO. CAP for our
non-CEO
NEOs increased in 2023 along with TSR.
-
Jacobs’ TSR has outperformed the Pay versus Performance comparator group, the S&P 1500 IT Consulting & Other Services Index, over the
3-year
period and in the latest year. However, our stock price, like that of his then current base salary and the cost of COBRA benefits for 12 months.our sector, declined in 2022, driving CAP down that year.

As part

CAP and GAAP Net Income and EPS do not move in line with one another year-over-year given the accounting impact of Mr. Demetriou’s offer letter, if heitems such as costs associated with restructuring activities, gains or losses from discontinued operations, or other unusual items. Unlike TSR, which is terminateda forward-looking measure that directly impacts the value of unvested awards, CAP is expected to move with Net Income and EPS over time, but not
necessarily
year by year.
           
66
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2024 Proxy Statement
Table of Contents
LOGO
Unranked List of the Company without “cause” or resignsCompany’s Most Important Financial Performance Metrics
The table below lists our most important performance measures used to link CAP to our NEOs to company performance over the fiscal year ending September 30, 2023. These measures are used to determine payouts for “good reason” priorour annual and long-term incentive plans. For more information on our incentive plan measures and goals, refer to August 17, 2018“Compensation Discussion & Analysis.” The performance measures included in this table are not ranked by relative importance.
Most Important Financial Performance Metrics
Adjusted EPS
Adjusted Operating Profit
ROIC
2024 Proxy Statement
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67

PROPOSAL NO. 3 — APPROVAL OF AMENDMENT OF THE COMPANY CHARTER TO PROVIDE FOR SENIOR OFFICER EXCULPATION

What are You Voting on?

Article 14 of the Company’s Amended and Restated Certificate of Incorporation (the third anniversary“Company Charter”) currently exculpates the Company’s directors from personal liability for monetary damages associated with breaches of his start date), certain RSUs granted to Mr. Demetriou pursuant to his offer letter,the duty of care, 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 a period of 12 months if he is terminatedpermitted by the Company without “cause”; subject to his execution on and non-revocationDelaware General Corporation Law (the “DGCL”).

The State of a general release in favorDelaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the Company. No other NEO has an employment agreement that providesDGCL to allow Delaware corporations to exculpate certain senior officers, in addition to its directors, 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, or within two years following a Change in Control in a Qualifying Termination (as defined in the Stock Incentive Plan), all options vest immediatelycertain fiduciary duty breaches. For both directors and are exercisable until the earlierofficers, exculpation is not permitted for breaches of the second anniversaryduty of loyalty, acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law, or any transaction in which the director or senior officer derived an improper personal benefit. In addition, for senior officers, amended Section 102(b)(7) only permits exculpation for direct claims brought by shareholders (as opposed to derivative claims made by shareholders on behalf of the Qualifying Termination 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;
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 following a Change in Control in a Qualifying Termination, all restricted stock, RSUs 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 upon the Company’s actual performance as of the Qualifying Termination, exceptcompany, with respect to which exculpation of senior officers is not permitted).

In light of this legislative update, shareholders will be presented with a proposal at the PSUs,Annual Meeting to amend the Company Charter to align with respect whichcurrent Delaware law to permit the exculpation of its senior officers from monetary liability from certain breaches of fiduciary duty in limited circumstances (such amendment, the “Officer Exculpation Amendment”). If the Officer Exculpation Amendment is adopted, the Company’s senior officers, in addition to the Company’s directors, would be exculpated from monetary liability forsolely to the extent permitted under Section 102(b)(7) of the DGCL. certain fiduciary duty breaches, solely to the extent permitted under Section 102(b)(7) of the DGCL.

The Board believes it is important to amend the current Company Charter to provide exculpation to the Company’s senior officers to the extent permitted by the DGCL for 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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reasons:

 

 ○◾ inTo enhance 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 dayability 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, equalCompany’s senior officers 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 inmake decisions that will maximize 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;value;

 ○◾ 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 uponTo allow the Company’s TSR andsenior officers to more freely exercise their independent business judgment to advance the TSR of eachgoals of the companies inCompany and maximize value for 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);Company’s shareholders; and

 ○◾ To maintain our ability to attract and retain highly qualified officer candidates, which may be adversely impacted if other companies adopt officer exculpation provisions and we do not follow suit.

Accordingly, the Board unanimously supports the Officer Exculpation Amendment and believes that the proposal to amend the Company Charter to permit senior officer exculpation is advisable and in the best interests of the Company and its shareholders.

What is the Voting Requirement?

The affirmative vote of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting is necessary to approve this proposal to amend the Company Charter to adopt the Officer Exculpation Amendment. Abstentions and broker nonvotes have the same effect as a vote against the proposal.

The Board of Directors unanimously recommends that you vote FOR 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 dayamendment 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, equalCompany Charter 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; andprovide for senior officer exculpation.

○
68 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).
○     LOGO  | 2024 Proxy Statement 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 the purposes

Background

Article 14 of the Stock Incentive Plan, the following terms have the following definitions:

“Cause” means (unless otherwise expressly provided in an award agreement or another contract, including an employment agreement)Company Charter currently exculpates the Company’s terminationdirectors from personal liability for monetary damages associated with breaches of the employee’s employmentduty of care, to the extent permitted by the DGCL. The State of Delaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the DGCL to allow Delaware corporations to exculpate certain senior officers, in addition to its directors, for certain fiduciary duty breaches. Under amended Section 102(b)(7), officers eligible for exculpation include (i) a company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) any named executive officer identified in the company’s filings with the SEC, or (iii) any other officer who has consented to service of process in Delaware by written agreement. For both directors and officers, exculpation is not permitted for breaches of the duty of loyalty, acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law, or any transaction in which the director or senior officer derived an improper personal benefit. In addition, for senior officers, amended Section 102(b)(7) only permits exculpation for direct claims brought by shareholders (as opposed to derivative claims made by shareholders on behalf of the Company, with respect to which exculpation of senior officers is not permitted).

In light of this legislative update, shareholders will be presented with a proposal at the Annual Meeting to adopt the Officer Exculpation Amendment in order to align with current Delaware law to permit the exculpation of its senior officers from monetary liability from certain breaches of fiduciary duty in limited circumstances. If the Officer Exculpation Amendment is adopted, the Company’s senior officers, in addition to the Company’s directors, would be exculpated from monetary liability for certain fiduciary duty breaches, solely to the extent permitted under Section 102(b)(7) of the DGCL.

This description of the Officer Exculpation Amendment is a summary and is qualified in its entirety by the full text of the Officer Exculpation Amendment, which is attached to this proxy statement as Appendix A. If approved, we intend to file the proposed Officer Exculpation Amendment with the Delaware Secretary of State as soon as practicable following the occurrence of any one or moreAnnual Meeting.

Reasons for Voting for the Proposal

The Board believes it is important to provide exculpation to the Company’s senior officers to the extent permitted by the DGCL. This protection has long been afforded to directors and, as Delaware law now allows exculpation to be extended to certain senior officers, the Board believes that aligning the Company Charter with current Delaware law will enhance the ability of the following: (1)Company’s senior officers to make decisions that will maximize the employee is convictedCompany’s value. Like our directors, senior officers are often called upon to respond to crucial and time-sensitive challenges and opportunities, which, in the current litigious environment, carry a substantial risk of claims, actions, suits or pleads guilty or nolo contendereproceedings that will require the Company’s time and resources 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 misconduct in connection with the performanceaddress, regardless of the employee’s dutiesmerit of the claims.

Adopting an exculpation provision that aligns with amended Section 102(b)(7) of the DGCL would allow the Company’s senior officers to more freely exercise their independent business judgment to advance the Company; or (5) the employee materially breaches any employment, confidentiality or other similar agreement betweengoals of the Company and maximize value for the employee.

“ChangeCompany’s shareholders. Even with exculpation, senior officers still would not be protected from liability for breaches of the duty of loyalty, acts or omissions not in Control” means,good faith or those that involve intentional misconduct or a knowing violation of law, or any transactions in which a director or senior officer derived an improper personal benefit.

In addition, many other companies have updated their charters to align with respectamended Section 102(b)(7) and provide officer exculpation, and we expect other companies will follow suit. The Board believes that our ability to attract and retain highly qualified officer candidates may be adversely impacted if we do not similarly do so.

For these reasons, the Board unanimously supports the Officer Exculpation Amendment and believes that the proposal to amend the Company a changeCharter to permit senior officer exculpation is advisable and 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 securitiesbest interests of the Company or any successor ofand its shareholders.

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PROPOSAL NO. 4 — APPROVAL OF AMENDMENT OF THE JEGI CHARTER TO REMOVE THE PASS-THROUGH VOTING PROVISION

What are you voting on?

In August 2022, 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,Company implemented a public holding company structure pursuant 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 consolidation as a result of which Jacobs common stock shall be changed, converted or exchanged (other than by merger withEngineering Group Inc. (“JEGI”) became a wholly owned subsidiary of the Company)Company (the “Holding Company Reorganization”). As required by Section 251(g) of the DGCL, JEGI’s Amended and Restated Certificate of Incorporation (the “JEGI Charter”) was amended in connection with the Holding Company Reorganization to provide that all acts or any liquidationtransactions involving JEGI, other than the election or removal of directors, that require the approval of the Company or any sale or other disposition of 50% or moreas JEGI’s sole stockholder will also require the approval of the assets or earning powerCompany’s stockholders by the same vote as is required by the DGCL and the JEGI Charter (the “Pass-Through Voting Provision”).

Absent a provision like the Pass-Through Voting Provision, there is no general requirement under Delaware law that shareholders of a parent entity be given the right to vote on transactions involving the parent entity’s wholly-owned subsidiaries. However, the Pass-Through Voting Provision gives the Company’s shareholders direct voting rights with respect to matters affecting JEGI that would otherwise only require the approval of the Company;Company as JEGI’s sole shareholder, such as changing JEGI’s domicile, converting JEGI to a limited liability company, a merger, including an internal merger of JEGI and one of the Company’s other subsidiaries, or (iv)an amendment to the consummationJEGI Charter. Scheduling a vote of any merger or consolidationthe Company’s shareholders for such matters would cause significant delays to whichthe completion of the desired actions and add substantially to their cost. This

additional requirement would also create a substantial administrative burden for both companies and restricts the Company’s flexibility to realize the desired effects of the Holding Company Reorganization.

It is also very uncommon for shareholders of a public holding company to have direct voting rights as to matters that affect only subsidiaries of the holding company. By removing the Pass-Through Voting Provision in the JEGI Charter, the Company will be able to approve all of JEGI’s corporate actions without a special vote of the Company’s shareholders, thereby allowing the Company the flexibility and efficiency currently realized by nearly all other companies who operate under a holding company structure. As such, at the Annual Meeting, shareholders will be presented with a proposal to amend the JEGI Charter to remove the Pass-Through Voting Provision (such amendment, the “JEGI Charter Amendment”).

For these reasons, the Board unanimously supports the JEGI Charter Amendment and believes that the proposal to amend the JEGI Charter to remove the Pass-Through Voting Provision is advisable and in the best interests of the Company and its shareholders.

What is the vote requirement?

The affirmative vote of a partymajority of the shares of common stock outstanding and entitled to vote at the Annual Meeting is necessary to approve this proposal to adopt the JEGI Charter Amendment to remove the Pass-Through Voting Provision. Abstentions and broker nonvotes have the same effect as a vote against the proposal.

The Board of Directors unanimously recommends that you vote FOR the amendment of the JEGI Charter

to remove the Pass-Through Voting Provision.

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Background

On August 29, 2022, the Company completed Holding Company Reorganization pursuant to Section 251(g) of the DGCL. As a result of the Holding Company Reorganization, JEGI became a direct, wholly- owned subsidiary of the Company and the Company replaced JEGI as the public company trading on the New York Stock Exchange under the ticker symbol “J”.

As required by Section 251(g) of the DGCL, in connection with the Holding Company Reorganization, the JEGI Charter was amended to, among other things, add the Pass-Through Voting Provision, which provides that all acts or transactions involving JEGI, other than the persons who wereelection or removal of directors, that require the approval of the Company as JEGI’s sole shareholder will also require the approval of the Company’s shareholders by the same vote as is required by the DGCL and the JEGI Charter. Accordingly, the Pass-Through Voting Provision gives the Company’s shareholders direct voting rights with respect to matters affecting JEGI that would otherwise only require the approval of the Company as JEGI’s sole shareholder.

Absent a provision like the Pass-Through Voting Provision, there is no general requirement under Delaware law that shareholders of a parent entity be given the right to vote on transactions involving the parent entity’s wholly-owned subsidiaries.Elimination of the Pass-Through Voting Provision would allow the Company, as JEGI’s sole shareholder, to approve certain corporate acts relating to JEGI without the additional approval of the Company’s shareholders.

The Pass-Through Voting Provision, which will be removed from the JEGI Charter if this proposal is approved by the Company’s shareholders, reads as follows:

“Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that, if taken by the Corporation immediately prior to the effective datetime of the merger of JSI Merger Sub Inc., a Delaware corporation, with and into the Corporation (the “Merger Effective Time”), would have required, for its adoption under the DGCL or consolidation shall have beneficial ownershipunder the certificate of less than 50%incorporation or bylaws of the combined voting power for election of directorsCorporation immediately prior to the Merger Effective Time, the approval of the survivingstockholders of the Corporation, shall, pursuant to Section 251(g)(7)(A) of the DGCL, require, in addition to approval of the stockholders of the Corporation, the approval of the stockholders of Jacobs Solutions Inc., a Delaware corporation (or any successor by merger), by the same vote as would have been required by the DGCL and/or by the certificate of incorporation or bylaws of the Corporation immediately prior to the Merger Effective Time.”

This description of the proposed JEGI Charter Amendment is a summary and is qualified in its entirety by the full text of the JEGI Charter Amendment, which is attached to this proxy statement as Appendix B. If approved, we intend to file the proposed JEGI Charter Amendment with the Delaware Secretary of State as soon as practicable following the effective date of such merger or consolidation; provided, however, that no Change in Control shall be deemedAnnual Meeting.

Reasons for Voting for the Proposal

The Pass-Through Provision requires JEGI to have occurred if, prior to such time astake a Change in Control would otherwise be deemed to have occurred, the Board of Directorsvote of the Company determines otherwise. NotwithstandingCompany’s shareholders, in addition to obtaining 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 assetsvote of the Company as definedits sole shareholder, before JEGI may take certain actions requiring shareholder approval, such as a change in Section 409AJEGI’s domicile, the conversion of the codea JEGI into a limited liability company (which can facilitate intercompany transactions), a merger involving JEGI, including an internal merger of JEGI 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 of the code as determined by the Compensation Committee.

“Disability” means the employee meets the definition of “disabled” under the terms of the long-term disability plan of the Company or related company by which the employee is employed in effect on the date in question, whether or not the employee is covered by such plan.
“Good Reason” means, without the employee’s consent (1) a material reduction in the position, duties or responsibilities of the employee from those in effect immediately prior to such change; (2) 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 a termination of an employee’s employment with the Company (i) by the Company for any reason other than for Cause or the employee’s death or Disability or (ii) by the employee for Good Reason.

For the purposes 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 anyone of the Company’s written policies, including its confidentiality policy; (v)other subsidiaries, or an amendment to the willfulJEGI Charter. This additional requirement creates a substantial administrative burden for both companies and continued failureresults in the loss of the flexibility and efficiency normally associated with a public holding company structure.

Scheduling a vote of the Company’s shareholders, whether at a regular annual shareholder meeting or at a special meeting, would cause significant delays to the completion of desired actions relating to JEGI and add substantially perform his duties forto their cost. Removing the Pass-Through Voting Provision would eliminate such delay and added cost and allow the Company (other than as a resultto realize the desired effects of incapacity duethe Holding Company Reorganization by providing maximum flexibility and efficiency to the Company under the existing holding company structure.

 

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Removing the Pass-Through Voting Provision will also put the Company in the same position as substantially all other public holding companies that operate through multiple subsidiaries. It is very uncommon in business organizations that operate in a public holding company structure for the shareholders of the holding company to physical or mental illness); (vi) failure by himhave direct voting rights as to cooperate in any investigationmatters that affect only subsidiaries 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 injuriousthe holding company. By removing the Pass-Through Voting Provision, the Company would be able to Jacobs, monetarily or otherwise. For purposesapprove all 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 orJEGI’s corporate actions without a reasonable beliefspecial vote of the Company’s shareholders, thereby gaining the flexibility and efficiency currently realized by nearly all other companies who operate under a public holding company structure, which is critical for operating a public holding company effectively.

For these reasons, the Board unanimously supports the JEGI Charter Amendment and believes that his action or omission wasthe proposal to amend the JEGI Charter to remove the Pass-Through Voting Provision is advisable and in the best interest of Jacobs. Failure to meet performance standards or objectives, by itself, does not constitute “Cause”. “Cause” includes anyinterests of the above grounds for dismissal regardless of whether Jacobs learns ofCompany and its shareholders.

Impact on Shareholder Rights

If 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 abideproposed JEGI Charter Amendment is approved by the Company’s Corporate Policy Concerning Business Conduct, Integrityshareholders and Ethics (USA); (6) civil fraud, breacheffected, then the Pass-Through Voting Provision would be removed from the JEGI Charter, and the Company would no longer be required to obtain the additional approval of fiduciary dutythe Company’s shareholders for acts or transactions by or 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 abideJEGI as is currently required by the Pass-Through Voting Provision. However, shareholders of the Company would still have the right to vote on matters relating to the Company, such as a merger or consolidation of the Company, a sale of all or substantially all of the Company’s Drug, Alcohol, and Contraband Policy.assets, amendments to the Company’s certificate of incorporation, or any other acts or transactions requiring the approval of the Company’s shareholders under applicable law. As such, following the removal of the Pass-Through Provision from the JEGI Charter, shareholders of the Company will continue to have the voting rights typically provided to shareholders of a public holding company by Delaware law.

 

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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, 2018,27, 2024, 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.2025 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, 2018.27, 2024.

 

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, 2018.27, 2024.

 

 

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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 20172023 Annual Report on Form10-K.

 

 3.

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the Company’s independent registered public accounting firm, Ernst & Young LLP (EY) and for periodically reviewing and evaluating the performance of the lead audit partner, as well as overseeing the required rotation of EY’s lead audit partner. EY has served as the Company’s independent registered public accounting firm since 1987.

4.

The Audit Committee has discussed with the Company’s internal auditors and the Company’s independent registered public accounting firm, Ernst & Young,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.

 

 4.5.

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.

 

 5.6.

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.

 

 6.7.

Based on the review and discussions referred to in paragraphs (1) through (5)(6) 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, 2017,2023, for filing with the SEC.

Joseph R. Bronson,Barbara L. Loughran, Chair

Dawne S. HicktonPriya Abani

Manny Fernandez

Robert A. McNamara

Christopher M.T. Thompson

 

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2018 Proxy Statement| LOGO    59

 

 

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

 

 

  

2023

 

 

  

2022

 

 

    

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.

 

  $11,283,006    $9,797,900  
    

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.

 

  $830,921    $830,600  
    

Tax Fees

 

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  

Tax Fees (1)

 

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.

 

  $1,207,056    $1,831,361  
  

All Other Fees

   $0    $0  
    

Total

    

$10,413,518  

 

  

$9,097,030  

 

    $13,320,983    $12,459,861  

(1)

For the fiscal years ended September 29, 2023 and September 30, 2022, fees for tax compliance services were approximately $0.8 million and $1.0 million, respectively, and fees for tax consulting services were approximately $0.4 million and $0.8 million, respectively.

What our Audit Committee considered when engaging Ernst & YoungEY for fiscal 2017:2024:

 

 ✓ E&Y’s

EY’s integrity and independence, and integrityincluding the rotation of a new audit partner for fiscal 2021

 

 ✓ 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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60    LOGO|2018 Proxy Statement

 

 

PROPOSAL NO. 6 — SHAREHOLDER PROPOSAL REQUESTING SIMPLE MAJORITY VOTE

Mr. John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, has notified the Company that he is the beneficial owner of 60 shares of the Company’s common stock and intends to present the following proposal for consideration at the Annual Meeting. In accordance with the SEC rules, the proposal, along with the supporting statement of the shareholder proponent, is set forth below. We are not responsible for the accuracy or content of the proposal or supporting statement, which are presented as received from the shareholder proponent in accordance with SEC rules. If properly presented at the Annual Meeting by or on behalf of the shareholder proponent, our Board of Directors opposes and unanimously recommends that you vote “AGAINST” the proposal for the reasons stated in the Statement in Opposition, which directly follows the proposal. The Board will consider the voting results of this proposal in their future deliberations regarding the appropriate voting standards within the Company Charter and in the Company’s Bylaws.

Shareholder Proposal

The proposal being submitted by Mr. Chevedden to the shareholders for approval, if properly presented, is set forth below.

Proposal 6 — Simple Majority Vote

LOGO

Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).

With simple majority vote it will be less difficult to adopt improvements to the governance of Jacobs Solutions. Simple majority vote is a win for the Board, management and shareholders.

Please vote yes:

Simple Majority Vote – Proposal 6

Statement in Opposition to the Shareholder Proposal

The Board of Directors has given careful consideration to this proposal and does not believe that this proposal, which would require the adoption of a far reaching “majority of votes cast” standard for every corporate action, would enhance the Company’s corporate governance or be in the best interests of the Company or its shareholders. However, while the Board opposes this proposal, the Board understands that governance best practices are constantly evolving and regularly evaluates the potential benefits to shareholders of appropriate corporate governance changes. As a result, the Board and the Nominating and Governance Committee have committed to undertake a comprehensive review of the Company’s current supermajority voting provisions and to recommend appropriate changes thereto for shareholder approval at the Company’s next annual meeting.

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This proposal very broadly requests that every voting requirement in the Company’s Charter and Bylaws that calls for a greater than simple majority vote be replaced with a “majority of votes cast” standard. The Company’s current governance documents require the vote of a majority of the shares present and entitled to vote for all matters submitted for shareholder approval (including election of directors), except in certain limited circumstances, such as to approve certain major corporate transactions or to modify the Company’s governing documents. Under the proposed standard, however, only a “majority of the votes cast” would be required to approve such fundamental corporate actions.

The proposal’s blanket elimination of all supermajority provisions would leave our shareholders vulnerable to self-interested and potentially abusive actions proposed by small groups of large shareholders who may seek to advance their own interests over the interests of all of the Company’s shareholders. For example, if the proposal were implemented and only a quorum was present (50.1% of the Company’s outstanding shares) at a shareholders meeting, certain fundamental matters, such as amending the Company’s Bylaws, could be adopted by as little as 25.1% of the Company’s outstanding shares (or as few as four of the Company’s largest shareholders). As such, if this proposal is approved, a very small group of shareholders, who are not bound by a fiduciary duty to act in the best interests of the Company, would have the power to act in their own self-interests to the detriment of the Company and the Company’s other shareholders.

In addition, this proposal is both vague and overbroad in that it does not specify any of the provisions that the shareholder proponent is seeking to change. The Board and the Nominating and Corporate Governance Committee do not believe that indiscriminate elimination of all supermajority voting requirements and the imposition of a “majority of votes cast” standard would benefit the Company’s shareholders. Our Board is very committed to corporate governance best practices that provide ample opportunity for shareholders to express their views and they, along with the Nominating and Corporate Governance Committee, regularly consider evolving corporate governance practices of interest to our shareholders. Some of the governance protections adopted by the Company in recent years include:

Annual election of each member of the Board of Directors with a simple majority voting standard;

A director resignation policy that requires any director who does not receive the support of a majority of the votes cast for election to tender his or her resignation;

A clear mechanism that enables shareholders to communicate directly with the Board and an active shareholder outreach and engagement program;

A proxy access bylaw provision;

Ongoing review and refreshment of Board membership;

A robust lead independent director position with clearly defined duties; and

•

An annual say-on-pay vote.

Although the Board and the Nominating and Corporate Governance Committee oppose this particular proposal, they recognize that corporate governance best practices are continuously evolving. In the upcoming year, the Board and the Nominating and Corporate Governance Committee will undertake a comprehensive review, with the assistance of outside corporate governance experts, of all of the options and ramifications associated with eliminating or maintaining supermajority vote provisions in the Company’s organizational documents to determine if any of the Company’s current voting standards should be adjusted. As part of this review, the Board and Committee will also review the trends in shareholder voting on this issue, institutional investor concerns, other shareholder considerations and the current market environment. After completion of this review, the Board intends to seek approval from our shareholders for any recommended changes to the Company’s voting standards at next year’s annual meeting of shareholders (which is anticipated to be held in January 2025). The Board firmly believes this approach is in the best interest of shareholders and will ensure thoughtful consideration of each of the Company’s current supermajority requirements, in contrast to the sweeping request to replace all supermajority voting provisions with a majority of votes cast, as presented in this proposal.

The Board strongly urges an AGAINST vote on this blanket proposal that would give a small minority of shareholders the ability to approve fundamental corporate transactions at a meeting where the Company

2024 Proxy Statement |  LOGO     77

experiences low voter turnout or significant abstentions. Instead, the Board believes that its upcoming, targeted review of the Company’s supermajority provisions will better serve the best interests of the Company and its shareholders. Accordingly, the Board strongly recommends that our shareholders vote against this proposal.

The Board of Directors unanimously recommends that you vote AGAINST the shareholder proposal

requesting a simple majority vote.

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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

  14,202,288 (2)  11.24%

100 Vanguard Blvd.
Malvern, PA 19355

 

    
   

Blackrock, Inc.

  7,916,603 (3)  6.27%

55 East 52nd Street
New York, NY 10055

 

    
   

State Street Corporation

  7,803,020 (4)  6.18%

State Street Financial Center
One Lincoln Street
Boston, MA 02111

 

    
   

Capital World Investors

  7,720,478 (6)  6.11%

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

 

      

 

 

(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 9, 2023. 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 26,338490,813 shares, sole dispositive power with respect to 11,877,92913,711,475 shares, and shared dispositivevoting power with respect to 192,019161,019 shares.

(3)

Based solely on the information set forth in a Schedule 13F13G filed by PRIMECAP Management CompanyBlackrock, Inc. with the SEC for the period ended September 30, 2017.on February 1, 2023. Based on such filing, PRIMECAP Management CompanyBlackrock, Inc. has sole dispositive power with respect to 7,916,603 shares, and sole voting power with respect to 4,374,9637,266,942 shares.

(4)

Based solely on the information set forth in a Schedule 13G filed by State Street Corporation with the SEC on February 8, 2023. Based on such filing, State Street has shared dispositive power with respect to 7,798,794 shares, and shared voting power with respect to 7,238,194 shares.

(5)

Based solely on the information set forth in a Schedule 13G/A filed by Capital World Investors on February 13, 2023. Based on such filing, Capital World Investors has sole voting power and sole dispositive power with respect to all of the7,720,478 shares.

 

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2018 Proxy Statement| LOGO    61

 

 

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  3,248   —     3,248  *
     
General Vincent K. Brooks  5,560   —     5,560  *
     
General Ralph E. Eberhart  26,754   10,500   37,254  *
     
Manny Fernandez  5,244   —     5,244  *
     
Georgette D. Kiser  8,008   —     8,008  *
     
Barbara L. Loughran  8,008   —     8,008  *
     
Robert A. McNamara  14,123   —     14,123  *
     
Louis V. Pinkham  —     —     —  *
     
Peter J. Robertson (4)  57,182   7,000   64,182  *
     
Julie A. Sloat  —     —     —  *
     
Christopher M.T. Thompson (5)  44,682   10,500   55,182  *
     
Named Executive Officers (6) 

 

 

 

 

 

 

 

 

 

 

 

  

 

     
Robert V. Pragada  168,980   —     168,980  *
     
Steven J. Demetriou (7)  557,867   —     557,867  *
     
Claudia Jaramillo  6,644   —     6,644  *
     
Kevin C. Berryman  180,523   17,000   197,523  *
     
Stephen A. Arnette  13,135   —     13,135  *
     
Joanne E. Caruso  50,154   —     50,154  *
     
Patrick X. Hill  55,568   —     55,568  *
     
All directors and executive officers as a group  1,241,359   45,000   1,286,359  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 19,550 shares held by Mr. Demetriou’s spouse.

 

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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own beneficially more than ten percent10% of a registered class of the Company’s equity securities to file with the SEC and the NYSE the initial reports of ownership and reports of changes in ownership of common stock and the other equity securities of the Company. Officers, directors and greater thanten-percent 10% of the 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 greater than 10% of beneficial owners were complied with on a timely basis during fiscal 2017, with the exception of the initial2023, except for one Form 3 filing upon the appointment of Mr. McNamara to the Board of Directors,4 filed on February 24, 2023 for Ralph E. Eberhart, which was filed one day late due to an administrative delay in obtainingerror by the requisite Edgar filing codes.Company’s third party administrator, and one Form 4 filed on June 21, 2023 for Steven J. Demetriou, which was filed one day late due to an administrative error.

EXECUTIVE OFFICERS

For information about the executive officers of the Company, see Part I, Item 1 — 1—Business in the Company’s 20172023 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, 2024 in order to be considered for inclusion in the Company’s Proxy Statement and proxy materials relating to the 2025 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 satisfy the requirements specified in the Company 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 later than the close of business on the 120th day, and not earlier than the opening 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 2025 annual meeting of shareholders, shareholder nominations for director must be received by the Secretary of the Company no earlier than July 18, 2024 and no later than August 17, 2024.

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 closeopening 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 shareholders2025 Annual Meeting (but not for inclusion in the Company’s proxy materials) must be submitted to the Company no earlier than September 19, 201826, 2024, and no later than October 19, 2018. 26, 2024.

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 2025 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

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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’sproposing stockholder and any stockholder associated person, including information regarding the ownership of common stock of the Company by such person, in each case as set forth in the Company’sCompany 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 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 shareholders2025 Annual Meeting is currently expected to be held on Wednesday,or about January 16, 2019.29, 2025. It is possible that certain other deadlines would apply under either the Exchange Act rules or the Company Bylaws. If, for example, the date of our 2025 Annual Meeting differs from the anniversary of the 2024 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.

2018 Proxy Statement| LOGO    63

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
•

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, 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 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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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, 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.

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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64    LOGO|2018 Proxy Statement

 

 

ANNUAL REPORT, FINANCIAL AND ADDITIONAL INFORMATION

The Company’s annual audited financial statements and review of operations for fiscal 20172023 can be found in the Company’s Annual Report on Form10-K for the fiscal year ended September 29, 2017.2023. A copy of the 20172023 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 20172023 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 20172023 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, 2017.27, 2023. The Company will also furnish copies of any exhibits to the 20172023 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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2018 Proxy Statement| LOGO    65

 

 

 

ANNEX A

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OFFICER EXCULPATION AMENDMENT

*****

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

JACOBS SOLUTIONS INC.

JACOBS SOLUTIONS INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of Delaware, does hereby certify as follows:

1.    The Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended by adding the following Article 20 immediately following the text of current Article 19 of the Certificate of Incorporation:

“20. An officer of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of Delaware is amended hereafter to authorize the further elimination or limitation of the liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent authorized by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article 20 shall not increase the personal liability of any officer of this Corporation for any act or occurrence taking place prior to such repeal or modification or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions of this Article 20 shall not be deemed to limit or preclude indemnification of an officer by the Corporation for any liability of an officer that has not been eliminated by the provisions of this Article 20.”

2.    The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on the date set forth below.

JACOBS SOLUTIONS INC.
By:

Name:    Justin Johnson
Title:Secretary

Dated:

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ANNEX B

JEGI CHARTER AMENDMENT

*****

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

JACOBS ENGINGEERING GROUP INC.

JACOBS ENGINEERING GROUP INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of Delaware, does hereby certify as follows:

1.    The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to remove Article 14 in its entirety, which is of no further force or effect.

2.    The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on the date set forth below.

JACOBS ENGINGEERING GROUP INC.
By:

Name:    Justin Johnson
Title:Secretary

Dated:

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Notice of 2024 Annual Meeting of Shareholders & Proxy Statement

1999 Bryan Street, Suite 3500

Dallas, Texas 75201 USA

+1.214.638.0145  |  jacobs.com

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                 JACOBS SOLUTIONS INC.

1999 BRYAN STREET

SUITE 12003500

DALLAS, TX 75201

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There are three ways to vote your proxy.

Your telephone or Internet vote authorizes the proxies named on the reverse side to vote the shares held in this account in the same manner as if you marked, signed and returned your proxy card.

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internetinternet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time (GMT-5) on Tuesday, January 16, 2018.23, 2024 for shares held directly and by 11:59 p.m. Eastern Time on Friday, January 19, 2024 for shares held in the Jacobs Plan. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/J2024

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time (GMT-5) on Tuesday, January 16, 2018.23, 2024 for shares held directly and by 11:59 p.m. Eastern Time on Friday, January 19, 2024 for shares held in the Jacobs Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY 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 to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V26837-P00904 

E34472-P99820

KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

JACOBS ENGINEERING GROUP INC.

  

JACOBS SOLUTIONS INC.    

The Board of Directors recommends a vote FOR each Nominee for Director and FOR Proposals 2 and 3.Director.

1.  Election of Directors

  
  

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.

Steven J. Demetriou

 ☐☐☐

1b.  Christopher M.T. Thompson

 ☐☐☐

1c.  Priya Abani

 ☐☐☐

1d.  General Vincent K. Brooks

 2.☐ ☐☐

1e.  General Ralph E. Eberhart

☐☐☐

1f.   Manny Fernandez

☐☐☐

1g.  Georgette D. Kiser

☐☐☐

1h.  Barbara L. Loughran

☐☐☐

1i.   Robert A. McNamara

☐☐☐

1j.   Louis V. Pinkham

☐☐☐

1k.  Robert V. Pragada

☐☐☐

ForAgainstAbstain

1l.    Peter J. Robertson

☐☐☐

1m.   Julie A. Sloat

☐☐☐
The Board of Directors recommends a vote FOR Items 2, 3, 4 and 5.ForAgainstAbstain

2.  Advisory vote to approve the Company’s executive compensation.

☐☐☐

1d.     Steven J. Demetriou

 ☐☐☐

3.  To approve the amendment of the Company’s Amended and Restated Certificate of Incorporation to provide for senior officer exculpation.

 ☐☐☐

4.  To approve the amendment of Jacobs Engineering Group Inc.’s Amended and Restated Certificate of Incorporation to remove the pass-through voting provision.

 ☐

 ☐ ☐

1e.     Ralph E. Eberhart

☐

☐

☐

3.5.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.☐☐☐

1f.     Dawne S. Hickton

 ☐☐☐
The Board of Directors recommends a vote AGAINST Item 6.ForAgainstAbstain

6.  Shareholder Proposal – Simple Majority Vote.

 ☐

 ☐

 
1g.     Linda Fayne Levinson☐☐☐
1h.     Robert A. McNamara☐☐☐
1i.     Peter J. Robertson☐☐☐
1j.     Christopher M.T. Thompson☐☐☐

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

  Date                                Signature (Joint Owners)   Date

Signature (Joint Owners)                                                   Date

JACOBS ENGINEERING GROUPSOLUTIONS INC.

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, January 17, 201824, 2024,

4:30 PM ETat 9:00 a.m., Central Standard Time

The Ritz-Carlton New York, Battery Park

Manhattan Ballroom

2 West Street

New York City, New York 10004

U.S.A.Attend online at www.virtualshareholdermeeting.com/J2024

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-P99820V26838-P00904        

 

 

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Jacobs Engineering GroupSolutions Inc.

1999 Bryan Street, Suite 12003500                                                                                                                                                                                                                                        proxy

Dallas, Texas 75201

 

This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on January 17, 2018.24, 2024.

 

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 byin accordance with the Board of Directors, “FOR” Proposals 2 and 3,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, KevinRobert V. Pragada, Claudia Jaramillo and Justin C. Berryman and Michael J. Tyler,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 2024 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, 2024 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.