TETRA TECH INC (TTEK)
Sector: Industrials
2026 Annual Meeting Analysis
TETRA TECH INC · Meeting: February 19, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2005; TTEK's 3-year TSR of +22.5% outperforms the peer group median of -4.5% by +27 percentage points, well below the 50-point threshold required to trigger a No vote for strong-positive-TSR companies, so no TSR flag applies.
Independent director since 2018 with strong financial credentials (37-year Ernst & Young partner and CPA); stock outperformance during his tenure removes TSR concern, attendance was 100%, and no other policy flags apply.
Joined the board in December 2025 and is therefore exempt from the TSR trigger under the 24-month new-director exemption; brings relevant environmental services and financial expertise as former CEO and CFO of US Ecology.
Independent director since 2022 with technology and business development experience; TTEK's strong relative TSR during his tenure means no TSR trigger fires, attendance was 100%, and no other policy flags apply.
Joined the board in December 2025 and is exempt from the TSR trigger; brings highly relevant water-utility CEO and CFO experience that directly aligns with Tetra Tech's core water and environmental business.
Independent director since 2013 serving as Presiding Director with strong financial expertise (CPA, CFO background); TTEK's 3-year TSR substantially outperforms the peer group median so no TSR trigger applies, and attendance was 100%.
All six director nominees pass policy screens: TTEK's 3-year TSR of +22.5% outperforms the company-disclosed peer group median of -4.5% by +27 percentage points, far short of the 50-point underperformance threshold required for strong-positive-TSR companies; two new directors (Feeler and Hardwick) are exempt as recent joiners; all directors attended at least 75% of meetings; no overboarding, independence, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Mr. Batrack
Total Comp
$11,622,399
Prior Support
92%%
The prior year say-on-pay vote received approximately 92% support, well above the 70% threshold that would require visible changes; the CEO's total compensation of $11.6 million is consistent with the CEO role at an $8.7B industrials company, and with 89% of CEO pay being variable and performance-linked (including PSUs tied to 3-year EPS growth and relative TSR), the pay mix comfortably exceeds the 50-60% at-risk threshold. TTEK's 3-year TSR of +22.5% outperforms the peer group median by +27 percentage points, confirming that above-benchmark incentive pay is supported by strong relative shareholder returns. The company has a meaningful clawback policy, double-trigger change-in-control provisions, no tax gross-ups, and robust stock ownership guidelines, all of which reflect sound compensation governance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for TTEK's $8.7B market cap; the proxy filing text does not contain an auditor fee table with specific dollar amounts in the excerpts provided so fee ratio cannot be calculated, but no disclosed fee data triggers a concern; auditor tenure is not explicitly stated in the available text so the tenure trigger does not fire per policy, which requires confirmed data; no material restatements are disclosed.
Overall Assessment
The 2026 Tetra Tech annual meeting ballot is straightforward: all six director nominees pass policy screens due to TTEK's strong relative stock performance versus peers, the compensation program is well-structured with 89% of CEO pay at risk and supported by a 92% prior-year say-on-pay vote, and the auditor ratification raises no disclosed red flags. The only non-standard item is an employee stock purchase plan amendment, which is outside current policy scope but is employee-friendly and routine.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing