Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
AECOM To Appoint W. Troy Rudd as Chief Executive Officer
On June 15, 2020, AECOM (the “Company”) announced
that W. Troy Rudd, who has served as the Company’s Executive Vice President and Chief Financial Officer since October 2015,
will be appointed Chief Executive Officer of the Company effective October 1, 2020, to succeed Michael S. Burke, who previously
announced his plans to retire.
Mr. Rudd, age 55, has extensive leadership experience at the
Company, having served as the Executive Vice President and Chief Financial Officer since October 2015. He previously served in
leadership roles at the Company as Chief Operating Officer, Design Consulting Services (“DCS”) Americas and Chief Financial
Officer, DCS Global from November 2014 to October 2015. He also served as Senior Vice President, Corporate Finance and Treasurer
from 2012 until October 2015. Mr. Rudd joined AECOM in 2009 as Vice President, Financial Planning and Analysis. Prior to joining
AECOM, he spent 10 years as a partner with KPMG LLP, where he held various leadership roles. Mr. Rudd earned a Bachelor of Science
from the University of British Columbia and a Master of Science in Taxation from Golden Gate University.
On June 13, 2020, in connection with Mr. Rudd’s appointment
as Chief Executive Officer, the Company entered into a letter agreement with Mr. Rudd (the “Rudd Letter Agreement”)
setting forth the terms of his employment and compensation while serving as Chief Executive Officer. The Rudd Letter Agreement
provides for: (i) a base salary of $1,000,000 per year; (ii) participation in the Company’s Executive Incentive Plan (the
“EIP”) with a target award opportunity equal to 125% of his base salary; and (iii) a long-term equity incentive award
for fiscal year 2021 with a target grant date fair value equal to $4,750,000, to be made in the form of a mix of restricted stock
units (“RSUs”) and performance earnings program units (“PEPs”), as determined by the Compensation and Organization
Committee of the Board of Directors of the Company (the “Compensation Committee”). The RSUs will be granted on the
date of his succession to CEO and the PEPs will be granted at the time such awards are customarily made in December of 2020. The
Rudd Letter Agreement also provides for a grant of performance vesting non-qualified stock options (the “Option Award”)
with an aggregate grant date value equal to $3,000,000. The Option Award will be granted on the succession date and have both a
five year pro rata service vesting requirement and a stock price performance vesting requirement tied to increases in the Company’s
stock price during the period from the date of grant through the fifth anniversary thereof. If Mr. Rudd’s employment terminates
due to his death or disability or his retirement with the approval of the Board of Directors of the Company (the “Board”),
the service vesting requirement of the Option Award will be deemed satisfied; however, if the stock price performance goals are
not achieved prior to the earlier of the fifth anniversary of the date of grant or the date Mr. Rudd’s employment terminates,
the unvested portion of the Option Award will be forfeited. If Mr. Rudd’s employment is terminated by the Company other than
for “cause” or due to his death or disability (and other than a termination in connection with a change in control
of the Company) or he terminates his employment due to a material breach of the Rudd Letter Agreement by the Company which remains
uncured, he will receive (i) his accrued compensation; (ii) a lump sum payment equal to two (2) times his base salary; (iii) a
prorated target bonus for the fiscal year in which the termination occurred based on the number of days of service in the fiscal
year; (iv) two years of additional service vesting credit for purposes of his outstanding equity awards (including the Option Award);
and (v) a lump sum payment in respect of healthcare premiums multiplied by 24 months, subject to the execution of a separation
and release agreement. In addition, Mr. Rudd will continue to participate in the Company’s Change in Control Severance Policy
for Key Executives (the “CIC Policy”), but with a two (2) times severance multiple. The Rudd Letter Agreement contains
customary restrictive covenants, including obligations with respect to confidentiality and restrictions on soliciting the Company’s
employees and customers.
AECOM To Appoint Lara Poloni as President
Also on June 15, 2020, the Company announced that Lara Poloni
will be appointed President of the Company effective October 1, 2020.
Ms. Poloni, age 51, was appointed Chief Executive of Europe,
Middle East, India and Africa (“EMIA”) in October 2017. EMIA was reorganized in October 2018 to Europe, Middle East
and Africa (“EMEA”). Ms. Poloni previously served the Company as Chief Executive of Australia New Zealand (“ANZ”)
from July 2014 to September 2017, Managing Director of the Southern Australian Region from June 2012 to June 2014, Managing Director
of Environment ANZ from 2009 to 2012 and Group Leader of Transportation VicSA from October 2006 to July 2009. Prior to joining
AECOM, Ms. Poloni worked in the planning, assessment and development of major infrastructure in the transport, energy and telecommunications
sectors, serving as Group Manager of Planning and Environment for civil engineering firm Maunsell from January 2002 to September
2006. She is a member of the World Economic Forum’s Global Future Council on Infrastructure and was also previously a Board
Member of Infrastructure Partnerships Australia. Ms. Poloni earned a Bachelor of Arts from Monash University and a Graduate Diploma
in Urban Policy Planning from the Royal Melbourne Institute of Technology.
On June 14, 2020, in connection with Ms. Poloni’s appointment
as President, the Company entered into a letter agreement with Ms. Poloni (the “Poloni Letter Agreement”) setting forth
the terms of her employment and compensation while serving as President. The Poloni Letter Agreement provides for: (i) a base salary
of $750,000 per year; (ii) participation in the EIP with a target award opportunity equal to 110% of her base salary; and (iii)
a long-term equity incentive award for fiscal year 2021 with a target grant date fair value equal to $1,725,000, to be made in
the form of a mix of RSUs and PEPs, as determined by the Compensation Committee. The RSUs will be granted on the date of Ms. Poloni’s
succession to President and the PEPs will be granted at the time such awards are customarily made in December of 2020. If Ms. Poloni’s
employment is terminated by the Company other than for “cause” or due to her death or disability (and other than a
termination in connection with a change in control of the Company) or she terminates her employment due to a material breach of
the Poloni Letter Agreement by the Company which remains uncured, she will receive (i) her accrued compensation; (ii) a lump sum
payment equal to one (1) times her base salary; (iii) a prorated target bonus for the fiscal year in which the termination occurred
based on the number of days of service in the fiscal year; (iv) two years of additional service vesting credit for purposes of
her outstanding equity awards; and (v) a lump sum payment in respect of healthcare premiums multiplied by 12 months, subject to
the execution of a separation and release agreement. In addition, Ms. Poloni will continue to participate in the CIC Policy at
her current severance multiple of 1.5. The Poloni Letter Agreement contains customary restrictive covenants, including obligations
with respect to confidentiality and restrictions on soliciting the Company’s employees and customers.
Resignation of Peter A. Feld
Effective June 12, 2020, Peter A. Feld, a Managing Member of
Starboard Value LP, resigned from the Board based on his disagreement with the Board in connection with the CEO search process
and other policies and procedures of the Board. Mr. Feld delivered a letter to the Board regarding his resignation, a copy of which
is attached as Exhibit 17.1. Mr. Feld was Chair of the Board’s CEO Search Committee and a member of the Compensation and
Organization Committee and the Nominating and Governance Committee.