Tetra Tech Files Definitive Proxy Statement

Ticker: TTEK · Form: DEF 14A · Filed: Jan 16, 2025 · CIK: 831641

Tetra Tech Inc DEF 14A Filing Summary
FieldDetail
CompanyTetra Tech Inc (TTEK)
Form TypeDEF 14A
Filed DateJan 16, 2025
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$5.4 billion, $5,199, $501, $1.23, $5,376
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, shareholder-meeting

TL;DR

Tetra Tech's proxy statement is in, shareholders vote soon on directors & pay.

AI Summary

Tetra Tech, Inc. filed its definitive proxy statement (DEF 14A) on January 16, 2025, for its fiscal year ending September 29, 2024. The filing concerns the company's annual meeting and matters presented to shareholders for a vote, including the election of directors and executive compensation.

Why It Matters

This filing provides shareholders with crucial information regarding company governance, director elections, and executive compensation, enabling informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Numbers

  • 0929 — Fiscal Year End (The filing pertains to the fiscal year ending on this date.)
  • 20250116 — Filing Date (The date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

  • TETRA TECH INC (company) — Registrant
  • 0000831641 (company) — Central Index Key
  • PASADENA (company) — Business Address City
  • CA (company) — Business Address State
  • 91107 (company) — Business Address Zip

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or definitive proxy statement, is used by companies to solicit shareholder votes on important matters such as the election of directors, executive compensation, and other corporate actions.

When is Tetra Tech's fiscal year end?

Tetra Tech's fiscal year ends on September 29.

What is the filing date of this proxy statement?

This definitive proxy statement was filed on January 16, 2025.

Where is Tetra Tech, Inc. headquartered?

Tetra Tech, Inc. is located in Pasadena, CA, with the zip code 91107.

What type of company is Tetra Tech, Inc. based on its SIC code?

Tetra Tech, Inc. is classified under SIC code 8711, which corresponds to Services-Engineering Services.

Filing Stats: 4,315 words · 17 min read · ~14 pages · Grade level 18.2 · Accepted 2025-01-16 16:00:35

Key Financial Figures

  • $5.4 billion — another all-time high of approximately $5.4 billion. Highlights of our FY 2024 results of
  • $5,199 — percentages) $ vs. FY 2023 Revenue $5,199 +15% Operating Income $501 +40%
  • $501 — enue $5,199 +15% Operating Income $501 +40% EPS $1.23 +21% Backlog $
  • $1.23 — Operating Income $501 +40% EPS $1.23 +21% Backlog $5,376 +12% Stron
  • $5,376 — 1 +40% EPS $1.23 +21% Backlog $5,376 +12% Strong Stock Price Performance
  • $357 million — the last three years, we have returned $357 million to stockholders through dividends and s
  • $59 million — plan, which included cash dividends of $59 million in FY 2024. Our Board members have demo

Filing Documents

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 Human Capital Metrics and Goals 11 Operational GHG Results and Goals 12 Corporate Social Responsibility 13 Human Capital Management 14 Health and Safety 14 Health and Safety Results and Goals 14 Diversity, Equity, Inclusion & Accessibility 15 Professional Development 16 Our Board of Directors 18 Board Composition 18 Board Meetings and Attendance 18 Corporate Governance Policies 18 Director Independence 19 Board Leadership Structure 19 Board Committees 20 Executive Sessions 23 Oversight of Risk Management 23 Succession Planning 24 Director, Board, and Committee Evaluations 24 Selection of Director Nominees 25 Stockholder Submission of Director 25 Director Qualifications 26 Board Refreshment 27 Director Diversity 28 Active Stockholder Engagement and Communication Policy 28

: Election of Directors

Item 1: Election of Directors 29 Vote Required 29 Recommendation of Board of Directors 29 2025 Director Nominees 29 Director Compensation 33

: Advisory Vote to Approve Our Named Executive Officers'

Item 2: Advisory Vote to Approve Our Named Executive Officers' Compensation 36 Vote Required 36 Recommendation of Board of Directors 36 Meaning of Advisory Vote 36 Compensation Discussion and Analysis 37 Strong Compensation Governance Practices 39 2024 Say on Pay Vote and Executive Compensation Program 40 Pay Philosophy and Executive Compensation Components 41 Summary of Compensation Decisions for FY 2024 43 Assessment of Pay for Performance 44 Discussion of Compensation Components and Decisions Impacting FY 2024 Compensation 44 Other Benefits 52 Termination and Change in Control 53 Compensation Setting Process and Tools 53 Independent Oversight and Expertise 54 Advisor Independence 54 Stock Ownership Guidelines 55 Clawback Policy 55 Policies and Practices Related to the Timing of Option and SAR Awards 55 Insider Trading, Anti Hedging, and Anti Pledging Policy 55 Tax and Accounting Implications of Executive Compensation 55 Compensation Committee Report 56 Compensation Committee Interlocks and Insider Participation 56

Executive Compensation Tables

Executive Compensation Tables 57 Summary Compensation Table 57 Grants of Plan Based Awards—FY 2024 59 Outstanding Equity Awards at FYE 2024 60 Options Exercised and Stock Vested—FY 2024 61 Nonqualified Deferred Compensation—FY 2024 62 Potential Payments upon Termination or Change in Control 62 Equity Compensation Plan Information 67 Pay Ratio Disclosure 68 Pay Versus Performance Disclosure 72

: Ratification of Appointment of Independent Registered Public Accounting Firm

Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm 73 Vote Required 73 Recommendation of Board of Directors 73 Auditor Independence 73 Auditor Fees 74 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 74 Audit Committee Report 75

Security Ownership Information

Security Ownership Information 76

Security Ownership of Management and Significant Stockholders

Security Ownership of Management and Significant Stockholders 76 Section 16(a) Beneficial Ownership Reporting Compliance 77 Related Person Transactions 77 Meeting and Voting Information 78 Delivery of Annual Report on Form 10-K 78 Delivery of Proxy Materials 78 Householding 78 Shares Entitled to Vote 78 Voting Your Shares 79 Revoking Your Proxy or Changing Your Vote 79 Quorum and Votes Required 80 Vote Results 80 Proxy Solicitation 80 Electronic Access to Proxy Materials and Annual Report 80 Annual Meeting Procedures 81 Submission of Stockholder Items for 2026 Annual Meeting 81 Other Matters 82 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 2025 FOR Majority of shares represented and entitled to vote on the item Yes Tetra Tech 2025 Proxy Statement 2 TABLE OF CONTENTS Proxy Summary Fiscal Year 2024 Performance Highlights 1 Tetra Tech's fiscal year (FY) 2024 operating results were strong and demonstrated increased performance compared to FY 2023, which was itself a year of strong operational and financial performance. In FY 2024 we achieved record annual results 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 2024 with an authorized and funded backlog that reached another all-time high of approximately $5.4 billion. Highlights of our FY 2024 results of operations as reported in our FY 2024 Annual Report on Form 10-K are noted in the table below. FY 2024 Highlights ($ in millions, except EPS and percentages) $ vs. FY 2023 Revenue $5,199 +15% Operating Income $501 +40% EPS $1.23 +21% Backlog $5,376 +12% Strong Stock Price Performance Our total stockholder return (TSR) for the last year was 53% and our cumulative three-year TSR was 55%. 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 53 of this proxy statement) for purposes of our long-term incentive (LTI) program, as more fully explained below. We outperformed these market comparisons over both the one-year period and three-year period. Disciplined Capital Allocation

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 over 40% 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 2025 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 $59 million in FY 2024. 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 2025 Annual Meeting. Tetra Tech 2025 Proxy Statement 4 TABLE OF CONTENTS Proxy Summary 2025 Director Nominees Name Age Director Since Principal Occupation Independent AC CC NC Dan L. Batrack 66 2005 Chairman and Chief Executive Officer (CEO), Tetra Tech Gary R. Birkenbeuel 67 2018 Retired Regional Assurance Managing Partner, Ernst & Young LLP C John M. Douglas 62 2024 Retired Chief Executive Officer, RPS Group Plc

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 2025 Proxy Statement 6 TABLE OF CONTENTS Proxy Summary FY 2024 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 39 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 2024, 88% of our Chief Executive Officer's (CEO's) target total direct compensation (TDC) and an average of 72% of our other named executive officers' (NEOs') target TDC was at-risk Review the Compensation Committee's charter, and evaluate the Compensation Committee's performance Emphasize long-term performance: In FY 2024, 70% of our CEO's target TDC and an average of 47% 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 2025 Proxy Statement 7 TABLE OF CONTENTS Proxy Summary What We Do Not Do Have employment agreements with our NEOs Grant stock op

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