AECOM (ACM)
Sector: Industrials
2026 Annual Meeting Analysis
AECOM · Meeting: March 3, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong financial expertise as a former CFO; attended 100% of meetings; no overboarding concerns (holds 2 public board seats); TSR underperformance trigger does not apply as the 3-year gap of -22pp does not exceed the 35pp threshold for low-positive TSR.
Independent director who joined in 2023, within the 24-month new-director exemption window; strong financial and CFO background; attended 100% of meetings; exempt from TSR trigger.
Independent director and Audit Committee Chair with demonstrated financial expertise as a former CFO; attended 100% of meetings; no overboarding concerns; TSR underperformance trigger does not apply.
Executive director serving as Chairman and CEO; the 3-year TSR gap of -22pp does not exceed the 35pp threshold required to trigger a No vote for a company with low-positive absolute TSR; attended 100% of meetings; evaluated independently of Say on Pay recommendation.
Independent Lead Independent Director with longest tenure (since 2014) and strong operational background; attended 100% of meetings; no overboarding concerns; TSR underperformance trigger does not apply as the -22pp gap is below the 35pp threshold.
Independent director with deep construction and real estate industry expertise directly relevant to AECOM's business; attended 100% of meetings; the -22pp 3-year TSR gap does not meet the 35pp trigger threshold.
Independent director with relevant professional services and international expertise; serves as sitting CEO of Randstad but holds only one outside public board seat (AECOM), which does not trigger the two-outside-board-seat limit for sitting CEOs; attended 100% of meetings.
Independent director with valuable government, engineering, and regulatory expertise aligned to AECOM's public-sector client base; attended 100% of meetings; TSR underperformance trigger does not apply.
All eight director nominees pass the policy screens. The company's 3-year total shareholder return of +3.7% falls in the low-positive band (0-20%), which requires a 35-percentage-point gap versus the peer group median to trigger a No vote; the actual gap is only -22pp, below the threshold. All directors attended 100% of meetings, no director is overboarded, committee independence requirements are met, and the board discloses a skills matrix. FOR is recommended for all eight nominees.
Say on Pay
✓ FORCEO
Troy Rudd
Total Comp
$15,973,622
Prior Support
N/A
CEO Troy Rudd received total compensation of approximately $16 million in fiscal 2025, which is within a reasonable range for the CEO of an $11.6 billion market-cap professional services and infrastructure company, and does not appear to exceed the +20% CEO benchmark threshold based on sector and market-cap context. The pay program is well-structured: roughly 75% of the CEO's total pay is delivered in stock, and approximately 60% is genuinely performance-based — tied to multi-year metrics including return on invested capital, adjusted earnings per share growth, and relative total shareholder return versus peers — well above the 50% minimum threshold. While AECOM's 3-year stock price return of +3.7% trails the broader sector ETF significantly, the company's disclosed compensation peer group — which includes direct competitors like Jacobs, Leidos, and Booz Allen — shows a peer median 3-year return of +25.7%, a gap of -22pp; the completed performance cycle (PEP23) shows the company's market cap grew 76% over the period and ROIC came in at 200% of target, indicating genuine operational outperformance that supports above-target incentive payouts. The program includes a robust clawback policy, no single-trigger equity acceleration, no tax gross-ups, and strong stock ownership requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
36 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young has audited AECOM since 1990 — a 36-year relationship that exceeds our 25-year tenure threshold, which normally triggers a No vote. However, the audit committee provided a specific rationale for continued engagement, noting its annual review of EY's independence, performance, and qualifications, and disclosed that the current lead audit engagement partner is only in his second year in that role, consistent with the mandatory 5-year partner rotation requirement. Given this specific and substantive committee rationale and the recent partner rotation, the tenure trigger is mitigated and a FOR vote is appropriate. Fee data was not extractable in numeric form from the filing text provided, so the non-audit fee ratio test could not be performed; absent a confirmed trigger, the default FOR vote applies.
Overall Assessment
The 2026 AECOM annual meeting presents a clean ballot with three standard proposals: director elections, auditor ratification, and an advisory vote on executive pay. All eight director nominees pass policy screens, the auditor ratification is supported despite long tenure given the committee's disclosed rationale and recent lead partner rotation, and the executive compensation program reflects a well-structured pay-for-performance design with strong operational results supporting incentive payouts — resulting in FOR recommendations across all proposals.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing