ACM AECOM

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Lydia H. Kennard Appointed Director

On September 9, 2020, the Board of Directors (the “Board”) of AECOM (the “Company”) appointed Lydia H. Kennard to the Board.  Ms. Kennard’s appointment will be effective at a future date to be determined by the Board and Ms. Kennard, with such effectiveness currently anticipated to occur no later than December. Ms. Kennard will become a member of the Strategy, Risk and Safety Committee of the Board upon her appointment to the Board. As a non-employee director, Ms. Kennard will be entitled to receive the same compensation paid by the Company to each of its non-employee directors as described under “Directors’ Compensation” in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders filed with the Securities and Exchange Commission on January 23, 2020, which description is incorporated herein by reference.

Ms. Kennard is the founder and chief executive officer of KDG Construction Consulting (“KDG”), a provider of project and construction management services, and a principal of Airport Property Ventures, LLC, an operator and developer of general aviation facilities. She has served since 2004 on the board of directors of Prologis, Inc., a publicly-traded industrial real estate investment trust, where she currently serves as a member of the governance committee. Ms. Kennard has served since 2013 on the board of directors of Freeport-McMoRan Inc., a publicly-traded natural resources company, where she currently serves as a member of the audit, nominating and corporate governance, and corporate responsibility committees. She has served since 2018 on the board of directors of Healthpeak Properties, Inc., a publicly-traded healthcare real estate investment trust, where she currently serves as a member of the audit and compensation committees. Ms. Kennard was previously a member of the board of directors of URS Corporation, a provider of engineering, construction and technical services, from 2007 until 2014, at which time URS was acquired by the Company. Ms. Kennard served as executive director of Los Angeles World Airports, a system of airports comprising Los Angeles International and other regional airports, from 1999 to 2003 and again from 2005 to 2007. Ms. Kennard holds a Juris Doctor degree from Harvard Law School, a master’s degree in City Planning from the Massachusetts Institute of Technology, and a Bachelor of Science in Urban Planning and Management from Stanford University.

KDG has previously provided certain construction consulting services to a joint venture in which the Company is a majority partner. Since October 1, 2018 (the beginning of the Company’s last fiscal year) KDG, in which Ms. Kennard owns a substantial majority equity interest, received approximately $2,815,436 from such joint venture.  The aforementioned consulting services between KDG and such joint venture have concluded.