Tetra Tech Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Tetra Tech invites stockholders to its 2024 Annual Meeting on February 29, 2024, emphasizing online access to proxy materials and multiple voting options.</b>

AI Summary

TETRA TECH INC (TTEK) filed a Proxy Statement (DEF 14A) with the SEC on January 18, 2024. Tetra Tech, Inc. will hold its 2024 Annual Meeting of Stockholders on February 29, 2024, at 10:00 a.m. Pacific Time. The company is using the internet as its primary method for distributing proxy materials. Stockholders will receive a notice with instructions for accessing materials and voting online. Options for voting include internet, telephone, or mail, in addition to attending the meeting in person. Dan Batrack, Chairman and CEO, highlights the demand for Tetra Tech's consulting and engineering services, focusing on sustainable solutions.

Why It Matters

For investors and stakeholders tracking TETRA TECH INC, this filing contains several important signals. The shift to internet-based proxy material distribution aims to increase efficiency, reduce costs, and conserve natural resources. The meeting agenda will cover key corporate governance matters, and stockholder participation through voting is encouraged regardless of attendance.

Risk Assessment

Risk Level: low — TETRA TECH INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational changes disclosed.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals and exercise their voting rights for the upcoming annual meeting.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
• February 29 — Meeting Date (2024 Annual Meeting of Stockholders)
• 10:00 a.m. Pacific Time — Meeting Time (2024 Annual Meeting of Stockholders)

Key Players & Entities

• Tetra Tech, Inc. (company) — Registrant
• Dan Batrack (person) — Chairman and Chief Executive Officer
• February 29, 2024 (date) — Date of 2024 Annual Meeting of Stockholders
• 2024 (date) — Year of Annual Meeting
• 10:00 a.m. Pacific Time (time) — Time of 2024 Annual Meeting
• 3475 East Foothill Boulevard (address) — Company Business and Mail Address
• Pasadena, CA (address) — Company Business and Mail Address
• 91107 (zip_code) — Company Business and Mail Address

Forward-Looking Statements

• Stockholders will engage with the company's 'Leading with Science' strategy at the annual meeting. (Tetra Tech, Inc.) — high confidence, target: February 29, 2024

FAQ

Industry Context

Tetra Tech operates in the engineering services industry, providing high-end consulting and engineering solutions.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on proposals to be voted on at the annual meeting.
2. Vote your shares via internet, telephone, or mail to ensure your vote is counted.
3. Access proxy materials online to reduce paper waste and support the company's sustainability efforts.

Key Dates

• 2024-02-29: 2024 Annual Meeting of Stockholders — Key date for stockholder participation and voting.

Year-Over-Year Comparison

This filing is a DEF 14A proxy statement for the upcoming annual meeting, following standard SEC filing procedures.

Key Financial Figures

• $4.8 billion — another all-time high of approximately $4.8 billion. Highlights of our FY 2023 results of
• $4,523 — percentages) $ vs. FY 2022 Revenue $4,523 +29% Cash from Operations $368 +
• $368 — $4,523 +29% Cash from Operations $368 +10% EPS $5.10 +5% Backlog $4
• $5.10 — ash from Operations $368 +10% EPS $5.10 +5% Backlog $4,790 +28% Strong
• $4,790 — 68 +10% EPS $5.10 +5% Backlog $4,790 +28% Strong Stock Price Performance
• $398 million — the last three years, we have returned $398 million to stockholders through dividends and s
• $52 million — plan, which included cash dividends of $52 million in FY 2023. Our Board members have demo

Filing Documents

• tm242152-2_def14a.htm (DEF 14A) — 2227KB
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Executive Compensation Highlights

Executive Compensation Highlights 6 Ratification of Appointment of PricewaterhouseCoopers LLP 8 Corporate Governance, Sustainability, and Social Responsibility 9 Corporate Governance 9 Corporate Sustainability 10 Billion People Challenge Baseline and Goals 10 Operational GHG Results and Goals 11 Corporate Social Responsibility 11 Human Capital Management 12 Health and Safety 12 Health and Safety Results and Goals 12 Diversity, Equity & Inclusion 13 Professional Development 14 Our Board of Directors 16 Board Composition 16 Board Meetings and Attendance 16 Corporate Governance Policies 16 Director Independence 17 Board Leadership Structure 17 Board Committees 18 Executive Sessions 20 Oversight of Risk Management 21 Succession Planning 22 Director, Board, and Committee Evaluations 22 Selection of Director Nominees 23 Stockholder Submission of Director 23 Director Qualifications 24 Board Refreshment 25 Director Diversity 26 Active Stockholder Engagement and Communication Policy 26

: Election of Directors

Item 1: Election of Directors 27 Vote Required 27 Recommendation of Board of Directors 27 2024 Director Nominees 27 Director Compensation 31

: Advisory Vote to Approve Our Named Executive Officers'

Item 2: Advisory Vote to Approve Our Named Executive Officers' Compensation 34 Vote Required 34 Recommendation of Board of Directors 34 Meaning of Advisory Vote 34 Compensation Discussion and Analysis 35 Strong Compensation Governance Practices 37 2023 Say on Pay Vote and Executive Compensation Program 38 Pay Philosophy and Executive Compensation Components 39 Summary of Compensation Decisions for FY 2023 41 Assessment of Pay for Performance 42 Discussion of Compensation Components and Decisions Impacting FY 2023 Compensation 42 Other Benefits 51 Termination and Change in Control 51 Compensation Setting Process and Tools 51 Independent Oversight and Expertise 52 Advisor Independence 52 Stock Ownership Guidelines 53 Clawback Policy 53 Insider Trading, Anti Hedging, and Anti Pledging Policy 53 Tax Implications of Executive Compensation 54 Pay versus Performance Disclosure 54 Compensation Committee Report 58 Compensation Committee Interlocks and Insider Participation 58

Executive Compensation Tables

Executive Compensation Tables 59 Summary Compensation Table 59 Grants of Plan Based Awards—FY 2023 61 Outstanding Equity Awards at FYE 2023 62 Options Exercised and Stock Vested—FY 2023 63 Nonqualified Deferred Compensation—FY 2023 64 Potential Payments upon Termination or Change in Control 64 Equity Compensation Plan Information 69 Pay Ratio Disclosure 70

: Ratification of Appointment of Independent Registered Public Accounting Firm

Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm 71 Vote Required 71 Recommendation of Board of Directors 71 Auditor Independence 71 Auditor Fees 72 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 72 Audit Committee Report 73

Security Ownership Information

Security Ownership Information 74

Security Ownership of Management and Significant Stockholders

Security Ownership of Management and Significant Stockholders 74 Section 16(a) Beneficial Ownership Reporting Compliance 75 Related Person Transactions 75 Meeting and Voting Information 76 Delivery of Annual Report on Form 10-K 76 Delivery of Proxy Materials 76 Householding 76 Shares Entitled to Vote 76 Voting Your Shares 77 Revoking Your Proxy or Changing Your Vote 77 Quorum and Votes Required 78 Vote Results 78 Proxy Solicitation 78 Electronic Access to Proxy Materials and Annual Report 78 Annual Meeting Procedures 79 Submission of Stockholder Items for 2025 Annual Meeting 79 Other Matters 80 TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements Special Note Regarding Forward-Looking Statements This proxy statement contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (Securities Act) and the Securities Exchange Act of 1934, as amended (Exchange Act). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "estimates," "seeks," "continues," "may," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions th

Election of directors

Item 1. Election of directors FOR each nominee Majority of votes cast No

Advisory vote to approve named executive officers' compensation

Item 2. Advisory vote to approve named executive officers' compensation FOR Majority of shares represented and entitled to vote on the item No Item 3. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2024 FOR Majority of shares represented and entitled to vote on the item Yes Tetra Tech 2024 Proxy Statement 2 TABLE OF CONTENTS Proxy Summary Fiscal Year 2023 Performance Highlights Tetra Tech's fiscal year (FY) 2023 operating results were strong and demonstrated increased performance compared to FY 2022, which was itself a year of strong operational and financial performance. In FY 2023 we achieved record annual results, with all-time highs for revenue, operating income, adjusted EBITDA, earnings and cash flow. Our focus on providing clients with high end differentiated consulting and engineering services has resulted in increased margins and reduced risk in our business. We ended FY 2023 with an authorized and funded backlog that reached another all-time high of approximately $4.8 billion. Highlights of our FY 2023 results of operations as reported in our FY 2023 Annual Report on Form 10-K are noted in the table below. FY 2023 Highlights ($ in millions, except EPS and percentages) $ vs. FY 2022 Revenue $4,523 +29% Cash from Operations $368 +10% EPS $5.10 +5% Backlog $4,790 +28% Strong Stock Price Performance Our annual total stockholder return (TSR) for our cumulative three-year TSR was 70% and our cumulative five-year TSR was 130%. TSR measures the return we have provided our stockholders, including stock price appreciation and dividends paid (assuming reinvestment thereof). We compare our TSR to the S&P 1000 and our TSR peer group (listed on page 51 of this proxy statement) for purposes of our long-term incentive (LTI) program, as more fully explained below. We outperformed market comparisons over the cumulative three-year period and five-

Executive Compensation

Executive Compensation Annual Election of Directors Single Class of Voting Stock Majority Voting for Director Elections Mandatory Director Resignation Policy No Poison Pill Stockholder Calls for Special Meetings Stockholder Action by Written Consent Majority Voting for Charter Amendments Proxy Access ~90% Independent Directors Director Diversity with 50% Female Representation Robust Presiding Director Role Term Limits and Mandatory Retirement Board Refreshment Annual Evaluations Executive Sessions at Board and Committee Meetings Access to Management and Experts Succession Planning for CEO and Leadership At-Risk, Performance-Based Compensation Environmental, Social, and Governance (ESG) Factors Annual Say-On-Pay Vote Executive and Director Stock Ownership Guidelines Compensation Committee of All Independent Directors Independent Compensation Consultant to the Committee Best Practices 2024 Director Nominees Our Board has overseen the continuing transformation of our Company, including our strategic decision to focus on our high-end consulting and engineering business. Further, the Board has overseen the continuation of our capital allocation plan, which included cash dividends of $52 million in FY 2023. Our Board members have demonstrated their commitment to diligently and effectively executing their fiduciary duties on behalf of our stockholders, and we recommend that each of our incumbent directors (introduced in the table below) be reelected at the 2024 Annual Meeting, with the exception of Mr. Thompson, who will retire at the 2024 Annual Meeting. Tetra Tech 2024 Proxy Statement 4 TABLE OF CONTENTS Proxy Summary 2024 Director Nominees Name Age Director Since Principal Occupation Independent AC CC NC SC Dan L. Batrack 65 2005 Chairman and Chief Executive Officer (CEO), Tetra Tech Gary R. Birkenbeuel 66 2018 Retired Regional Assurance Managing Partner, Ernst & Young LLP C

Executive Compensation Highlights

Executive Compensation Highlights Our Board's Compensation Committee designs our executive compensation program to motivate our executives to implement our business strategies and deliver long-term stockholder value. We pay for performance with compensation dependent on our achieving financial, share price, and business performance objectives, while aligning executives with the long-term interests of our stockholders. The following graphic illustrates the annual and long-term components of executive compensation. Tetra Tech 2024 Proxy Statement 6 TABLE OF CONTENTS Proxy Summary FY 2023 Components of Annual and Long-Term Compensation Compensation Best Practices As summarized below and described in further detail in the Compensation Discussion and Analysis section on page 37 of this proxy statement, our executive compensation program is aligned with our goals and strategies and reflects what we believe are best practices. What We Do Focus on pay for performance: In FY 2023, 87% of our Chief Executive Officer's (CEO's) target total direct compensation (TDC) and an average of 71% of our other named executive officers' (NEOs') target TDC was at-risk; and 60% of our CEO's target TDC and an average of 52% of our other NEOs' target TDC was tied to Company performance Review the Compensation Committee's charter, and evaluate the Compensation Committee's performance Emphasize long-term performance: In FY 2023, 67% of our CEO's target TDC and an average of 48% of our other NEOs' target TDC was equity based and, thereby, tied to creating stockholder value Use an independent compensation consultant retained directly by the Compensation Committee Require double trigger for change in control equity vesting and cash severance benefits Assess potential risks relating to our compensation policies and practices Maintain stock ownership guidelines for both executives and the Board of Directors Maintain a clawback policy Tetra Tech 2024 Proxy Statement

View Full Filing

View this DEF 14A filing on SEC EDGAR