SEC Filings

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

Table of Contents

DIRECTORS' COMPENSATION

The following table sets forth information with respect to the compensation that certain members of the AECOM Board received in fiscal year 2018. Mr. Burke is an employee and did not receive separate compensation for Board member activities. In addition, Mr. Tishman was an employee during part of fiscal year 2018 for which he did not receive separate compensation for Board member activities. Generally, the annual aggregate dollar value of equity-based and cash compensation granted under our Amended and Restated 2016 Stock Incentive Plan or otherwise to any non-employee director may not exceed $600,000.

All non-employee directors are paid a retainer of $100,000 per year. In addition, these non-employee directors receive the following retainers for their service on the Board:

    Lead Director — Annual retainer of $35,000

    Chair of the Audit Committee — Annual retainer of $25,000

    Chair of the Compensation Committee — Annual retainer of $25,000

    Chair of the Other Committees — Annual retainer of $20,000

    Members of the Audit Committee — Annual retainer of $12,000

    Members of the Other Committees — Annual retainer of $9,500

    Board/Committee Meeting Fees — $1,500 or $1,000 for each meeting attended in-person or by telephone, respectively, is paid when the number of meetings during the year has exceeded five (5) for the Board or each Committee

Each non-employee director also receives a $1,000 fee per day, plus reimbursement for travel for attendance at other qualifying Board-related functions in his or her capacity as a Director.

Each non-employee director receives an annual long-term equity award of $160,000 composed 100% of time-vested restricted stock units. Each non-employee director who joins our Board receives an annual long-term equity award pro-rated for the number of quarters he or she serves. In November 2018, Exequity presented a report to the Compensation Committee concluding that the total compensation for non-employee directors approximated the median of our compensation peer group and the broader market (S&P 500).

Name
  Fees Earned or
Paid in Cash
($)(1)

  Stock
Awards
($)(2)

  Nonqualified
Deferred
Compensation
Earnings
($)(3)

  All Other
Compensation
($)(4)

  Total($)
 

James H. Fordyce

  $171,000   $160,008   $9,237   $0   $340,245  

Senator William H. Frist

  $121,500   $160,008   $1,646   $10,000   $293,154  

Linda Griego

  $131,000   $160,008   $0   $10,000   $301,008  

David W. Joos(5)

  $62,250   $0   $0   $2,390   $64,640  

Dr. Robert J. Routs

  $131,000   $160,008   $0   $0   $291,008  

Clarence T. Schmitz

  $136,000   $160,008   $0   $5,000   $301,008  

Douglas W. Stotlar

  $121,500   $160,008   $0   $10,000   $291,508  

Daniel R. Tishman

  $54,750   $0   $0   $0   $54,750  

General Janet C. Wolfenbarger. 

  $119,000   $160,008   $0   $0   $279,008  

(1)
These amounts include annual retainer fees and any Board and Committee meeting fees earned in fiscal year 2018.

(2)
All of these restricted stock units will become 100% vested and be settled, in shares of AECOM stock, on the earlier of the first anniversary of the grant date or the date of the Corporation's 2019 Annual Meeting.

(3)
Reflects earnings on EDCP deferrals above 120% of the Applicable Federal Rate (AFR).

(4)
The amounts for non-employee Directors include Company matching contributions to charitable organizations for Ms. Griego, and Messrs. Frist, Schmitz, and Stotlar.

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