SEC Filings

DEF 14A
AECOM filed this Form DEF 14A on 01/23/2019
Entire Document
 

Table of Contents

COMPENSATION GOVERNANCE, PROCESS AND DECISIONS

2018 Compensation/Organization Committee's Process

Compensation decisions are made as part of a year-long review process:

GRAPHIC

The Compensation Committee, which is composed solely of independent directors, has been authorized to determine and approve compensation for AECOM's executive officers. The Compensation Committee is also responsible for reviewing the compensation for the members of the Company's Board and submits any modifications for approval by the Board.

As part of the annual compensation planning process, the Compensation Committee reviews the NEOs' base salary, as well as short-term and long-term incentive compensation, with a focus on the total reward package. The Compensation Committee looks to AECOM's compensation peer group of companies, as well as the broader market, as a baseline for compensation decisions for NEOs. However, AECOM does not target executive officer compensation at a specific level or percentage relative to compensation provided by the companies in the compensation peer group or broader market. Instead, when determining compensation for executive officers, the Compensation Committee takes into account a broad array of factors, including the experience level of the individuals in their current positions, the overall financial and strategic performance of the Company during the year and the performance and contribution of each executive during the year relative to individual, pre-defined goals and objectives. Differences in compensation levels for our NEOs are driven by the Compensation Committee's assessment, in its judgment, of each of our executive's responsibilities, experience and compensation levels for similar positions at peer companies. Except as otherwise noted in this CD&A, the Compensation Committee's determinations are subjective and the result of business judgment informed by members' experiences, analysis of peer company data, input from the independent consultant, and overall compensation trends.

Each fiscal year, the Compensation Committee:

    Approves design changes to the executive compensation program, as applicable.

    Reviews the Company's financial, strategic and operational metrics and goals, compensation peer group and approves the performance objectives of the CEO and other executive officers.

    Reviews full-year Company financial and strategic performance to understand what was accomplished relative to established objectives.

    Evaluates the CEO's performance in light of the review of Company performance.

    Discusses with the CEO his evaluation of the performance of each of the other executive officers relative to their individual performance objective.

42