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Notice of 2024 Annual Meeting of Stockholders & Proxy StatementIntuit Dome United States


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Our Purpose Delivering a Better World Our Vision We believe infrastructure creates opportunity for everyone— uplifting communities, improving access and sustaining our planet. By bringing together the best people, ideas and technical expertise, we partner with clients to turn their ambitions into action, and we embrace our core values—Deliver, Collaborate, Innovate, Sustain, Thrive and Safeguard—in everything we do.

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Our Values We grow our business through relentless client focus, operational excellence and exceptional project execution. Deliver Collaborate Innovate We connect unrivaled expertise from around the world to anticipate and solve our clients’ most pressing challenges. We think without limits and embrace new ideas, shaping digital solutions to help clients address current and future challenges. Sustain Thrive Safeguard We take action to make a positive impact on the planet, enrich the communities we touch and build legacies for future generations. We build diverse teams, create an inclusive workplace and provide opportunities where each one of ~~Contents~~

~~AECOM~~
~~1999 AVENUE~~our people can reach their full potential. We operate ethically and with integrity, while prioritizing

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In fiscal 2023, we celebrated anothermonumental year. Across each of ourstrategic and financial objectives, wemet or exceeded our target metrics.Our revenue growth continued toaccelerate, our design backlogachieved record levels, our win ratesare at or near all-time highs, and ourposition in the marketplace has neverbeen stronger.We owe this success to our incredible teams who are committed toproviding the best service to our clients and realizing our purposeof delivering a better world. As we continue to lead the industry,we recognize that our people are our most valuable asset. Theirtechnical expertise, agility, and teamwork set us apart and driveour innovation. And more importantly, we continue to look after ourcolleagues with safety performance that leads our industry.By honoring our commitments and through effectivecollaboration, we are successfully expanding our long-termcompetitive advantage and positioning AECOM as the best placefor our people in the industry.With our teams thinking and acting globally more than ever before,we achieved numerous milestones throughout the year, including:• By concentrating our capital and technical expertise on our fastestgrowingmarkets worldwide, we have attained a high win rate onthe most profitable opportunities. Our design business achievedrecord wins, and with a record backlog, we are poised for furthergrowth. By generating strong and consistent cash flow, we areable to invest in our workforce continuously, while also investing tocreate shareholder value.• Through the execution of our Think and Act Globally strategy,we brought the full power of our company to our pursuits andwon positions on some of the world’s most complex programs.Notable wins during the year included the Brent Spence BridgeCorridor project in the U.S., the Pure Water Southern Californiaprogram, multiple environmental contracts supporting the U.S.Navy, the Chemours green hydrogen facility expansion in France,transformative projects with NEOM in Saudi Arabia, the Tsing Yi–Lantau Link in Hong Kong, and Western Harbour Tunnel in Australia.In each of these marquee projects, our expanded addressablemarket in program management and advisory is providing a criticaladvantage.• We further invested in technical excellence and professionaldevelopment through award-winning learning programs andenhanced Career Paths resources. We are committed tosustaining this momentum in the upcoming year, includingthrough the launch of our latest Global Technical Academiescourses. Our own best-in-class experts develop these coursesand help ensure we continue to deliver the greatest possibleoutcomes for our clients around the world.• In an increasingly digital world, we advanced digital deliverythrough automated and computational design, deploying newproducts like Program Management’s Program Advance andexpanding our rapidly growing digital consulting business. Similarly,we enhanced global collaboration with our Enterprise Capabilitiesteams, expanding our capability to deliver more efficiently. Wewill continue to advance our digital strategy, aiming to create atruly differentiated client experience by leveraging products likePlanEngage™ and implementing our most advanced digital toolsand methods through Enterprise Capabilities.• We also took bold steps to embed sustainability and resilienceinto our work, establishing an industry-leading profile. Our ESGadvisory practice grew at a double-digit pace, with wins includinga sustainability component increasing nearly 300%. We solidifiedour position as the leader in helping our clients to decarbonize,transition to renewable and sustainable energy sources, enhancewater security, and invest in nature and biodiversity. Furthermore

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I’m proud of the positive societal impact we made for thecommunities we serve. Internally, we achieved our near-term 20%gender diversity target for our leadership team and continued toprogress against our regional diversity targets while fostering anenvironment where all voices are respected and valued.• Refl ecting our focus on value creation, we allocated approximately$475 million of capital to shareholders through our quarterlydividend and share repurchase programs. In addition, we increasedour quarterly dividend by 22% in November, marking the secondyear of annual dividend increases of more than 20%, and increasedour share repurchase authorization to $1 billion. Our commitmentto value creation was further refl ected in our long-term fi nancialgrowth outlook we unveiled in December, which includes anexpectation for strong organic NSR growth, further marginexpansion, double-digit per share earnings growth, and continuedstrong free cash fl ow.As we look ahead, the strength of our company’s foundation isunparalleled—and with demand at unprecedented levels, theopportunities in our markets remain equally strong. With the besttechnical consultants in the industry, an aligned culture focusedon global collaboration, and our investments in the highestreturningmarkets, I remain confident the best days for AECOMare ahead of

us.We appreciate your continued support and look forward to anothersuccessful year.Troy RuddChief Executive Offi cerI am incredibly proud ofwhere our organization standstoday. Our consistently strongperformance is expanding ourcompetitive advantage and thelong-term earnings power of thebusiness to deliver growth intothe future.—Troy Rudd2024

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Think and ActGlobally Strategy We are at our best when we think and act globally. Launched in 2020, our strategy comprises four pillars that have positioned us for continued growth. Through developing our teams’ technical expertise, deepening our client relationships, transforming the way we work through technology anddigital platforms, and enhancing our position as a leading infrastructure and sustainability consulting company, the execution of our strategy is setting new standards for excellence in our industry.

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Investing InOur PeopleWe are making AECOM the best placeto be in our industry—a place where youare welcomed, trusted, and empoweredto solve our clients’ most complexchallenges.DeliveringSustainableLegaciesWe are leading the change toward a moresustainable, resilient, and equitable futurethrough our own operational commitmentsand by helping our clients.Extending ClientRelationshipsWe are expanding our addressablemarket through our ProgramManagement global business line andadvisory expertise while focusingour technical experts on our highestreturning markets to deliver long-termprofitable growth.TransformingHow We WorkWe are deploying world-class technologyand digital innovations to deliver our worksignifi cantly faster and with even greateraccuracy, which improves the clientexperience and creates more fl exible waysof working.

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AECOM is home to the industry's best technicalminds—approximately 52,000 technicaland business professionals who thrive in anenvironment that supports their learning andgrowth, encourages innovation, and celebratesgreat project and client outcomes.Our ability to deliver excellence and a high level of service to ourclients requires attracting and retaining the industry’s best talentand advancing our equity, diversity and inclusion objectives.We’ve made significant investments to support the learningand development of our people so they can build their skills andrewarding careers with us, provide competitive pay and benefits sothey can make the best choices for themselves and their families,and are building a culture of flexibility, trust, and performance sothey can be at their best.Delivering excellencethrough technical expertiseMarket trends, client needs, and delivery approaches are alwaysevolving, and clients depend on our strategic insight and advisorycapabilities—in addition to our technical expertise—to addresstheir challenges. To ensure our teams are project-ready, wecontinue to make investments in technical learning and professionaldevelopment programs that build and enhance technical skills,future-proof careers, help us exceed client expectations, andensure we stay ahead of industry trends.Building technical skills in AECOM’s Global TechnicalAcademiesAll employees are offered access to our proprietary GlobalTechnical Academies. With course content developed by our ownsubject matter experts, these academies provide our people withhigh-quality structured learning and development opportunitiesthat build knowledge and networks, extend technical skills, andfoster our culture of technical excellence and quality.· Buildings + Places Academy· Environment Academy· Global Program Management Academy· Sustainable Legacies Academy· Transportation Academy· Water AcademyBroadening the horizonsof our Technical PracticeNetworkThese development programs complement our global TechnicalPractice Network, the entry point to a world of technical experts,training, standards, templates, and other resources that connectour people and capabilities across regions and business linesvia 81 Technical Practice Groups, Tool Channels, and otherFunctional Groups.Throughout 2023, we commenced a process to better align ourTechnical Practice Groups with areas of business growth andlaunched consolidated, digital-focused groups supporting BuildingInformation Modeling, Data Science, and GIS.The vast majority of our people across all business lines and regionshave joined at least one Technical Practice Group, complementingadditional self-directed, personalized learning available via LinkedInLearning, Autodes, and Bentley through AECOM University and ourGlobal Technical Academies.

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Scaling our professional development programsLeadership at All Levels is our full range of professionaldevelopment programs, offering both regional and globalexperiences. Designed to cultivate innovative thinkers, supportivemanagers, and effective leaders, the programs develop the skillsour employees need—tailored to each career level—to haveleadership skills and capabilities no matter where they are in theircareer journey.CEO Circle, our best-in-class learning experience designed forAECOM’s top strategic, operational, and technical leaders, wasrecognized with a gold medal for Best Advance in LeadershipDevelopment as part of the Brandon Hall Group’s HCM ExcellenceAwards. Participants in this program are selected to take part in ayearlong learning experience that includes in-person and virtualworkshops and coaching. Through CEO Circle, we are developingthe next generation of AECOM’s executive leadership.Leadership at all Levels Professional development programs that supportemployees throughout their careersA global program designed toprogress employees into trustedadvisors and develop anenterprise mindset.A global program focused onbuilding strategic, well-roundedleaders with a global perspectivefor all career paths.Early CareerRegional career development programsthat help participants establish corefoundations

of knowledge and keybusiness learnings to launch theircareers at AECOM.A series of programs and courses thatthe balance between delivering greatwork and supporting their teams.A premier learningexperience for the strongestdrivers of our business andclient development thatfeatures the Center forCreative Leadership as alearning partner.An award-winningexecutive leadershipdevelopment programdesigned to deliver a bestin-class learning experiencefor the next generation ofexecutives. Features WhartonExecutive Education as alearning partner.

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Creating a culture of flexibility,trust, performance, and well-beingFreedom to Grow is our work-life balance framework designedto support the balance and flexibility our people need to thriveand deliver their best for their team and clients. Employees andmanagers work together to evaluate work schedules and locationsto align on a flexible work arrangement that prioritizes workresponsibilities while supporting individual needs and includes atleast three days a week, or 60% of their schedule, working from anAECOM office or client site.Eligible employees in the U.S. and Canada also enjoy our FlexibleTime Off policy, which eliminates vacation accrual limitations,ensuring our people can take time off to support their needs andwell-being and be their best when at work.Flexibility at AECOM goes far beyond just when and where we work.We consider our holistic experience, respecting diversity in work,communication and thinking styles, and what makes each of ouremployees unique.This includes our culture of well-being, which helps safeguard ourpeople, clients, and communities. By being well, we bring our bestselves to everything we do personally and professionally. We arefocused on six pillars of well-being: emotional, financial, intellectual,physical, social, and for the planet.This year, in support of emotional well-being, we introduced a newglobal

Mental Health Allies network—dedicated AECOM colleagueswho are equipped with the language, tools, and knowledge to speakone-on-one with those who are facing a mental health challengeand connect them to resources that can help. Global Mental HealthAllies are specially trained by a Certified Mental Health First Aidinstructor to understand the signs and symptoms of mental healthchallenges and be w

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Fostering a welcoming andrespectful environmentWe are advancingeff orts globally infour key areas:Building diverse talentEnsuring, through our recruitmenteff orts, that our teams refl ect thediversity of the communities we servewith a focus on building leadershipaccountability, and partneringwith nonprofi t organizations anduniversities to build the talent pipelinefor the future.Expanding understandingExpanding understanding andempathy among employees throughemployee resource groups, ED&Ievents and celebrations, unconsciousbias training, and family-friendlybenefi t policies.Thinking without limitsThinking without limits by prioritizingsocial equity and impact in everyproject we pursue and in everyinnovative solution we deliver.Enriching communitiesEnriching communities through probono work, volunteerism, philanthropy,and strategic partnerships.Enterprisewide awards received by AECOM led by assessmentsand submissions in the Americas region include: the top score onthe Human Rights Campaign Foundation’s assessment of LGBTQ+workplace equality for the sixth consecutive year, the 2024Military Friendly Employer Friend award by Viqtory, and the 2024Diamond Award for Diversity, Equity, Inclusion, and Belonging by theAmerican Council of Engineering Companies of Pennsylvania.In Europe and India, we received our Silver level diversity andinclusion accreditation with The Clear Company, after our fi rstBronze designation received just last year. The Clear Company is arecognized Inclusion Standard that provides clarity and directionto continually improve our inclusive and fair work practices. Atthe Employers Network for Equality & Inclusion (enei) InclusivityExcellence Awards, AECOM won the Inclusive Culture Award andInfl uencer of the Year. The awards showcase organizations and theirachievements in promoting and progressing workplace diversity,equality, inclusion, and belonging.Accolades received in Asia include the Inclusive EnterpriseGold Award from Dream Come True Foundation in Hong Kong, inrecognition of companies employing young people with specialeducational needs and providing them with meaningful careerprospects. AECOM Hong Kong is also a key partner in the Inclusive100 initiative launched by the Dialogue in the Dark (HK) Foundation,which aims to promote inclusive workplaces that value people withvarying abilities.In Australia and New Zealand, weattained Bronze Tier Status from theAustralian Workplace Equality Index(AWEI), a national benchmark onLGBTQ+ workplace inclusion. AWEI comprises the largest and onlynational employee survey designed to gauge the overall impact ofinclusion initiatives on organizational culture as well as identifyingand nonidentifying employees. The Index drives best practicesin Australia and sets a comparative benchmark for Australianemployers across all sectors.2024 Proxy

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Cultivating community and connectionOur Pride ERG does incredible work to develop tools andresources to educate and ensure the visibility of LGBTQ+ groupsand allies. This year for Pride Month in June, our Pride ERGchapters collaborated to create a one-of-a-kind, unifying eventthat truly represented how we Think and Act Globally. 24 hoursof Pride was a global event that consisted of informative andinteractive programming spanning across the Americas, Asia,Europe and India, and Australia and New Zealand. The wideranginglist of events included everything from trivia and DJ setsto insightful panels with LGBTQ+ colleagues and speakers tosessions for parents of LGBTQ+ children. It was an opportunityfor our employees to share stories, resources, and demonstrateallyship.We continue to encourage and support bonding and communitywithin AECOM. Employee resource groups (ERGs) help strengthenthe connections between us and the communities we serve. Theyprovide rich opportunities for the exchange of ideas and powerfuldialogue, professional networking and development, talentattraction, and philanthropic impact.In 2023, we launched two new global ERGs. Beyond Abilities, acommunity for the disabled, neurodiverse, and caregivers in theAmericas, and Europe, and India, that aims to foster a collaborativeand inclusive environment

to support people of all abilities, so theyare empowered to succeed at AECOM. Connect, a community forour early career professionals spanning the Americas, Europeand India, and Australia and New Zealand, that strives to cultivatean environment where insights from all levels of expertise can beconsidered. Our ERGs lead many cultural activities to help raiseawareness and understanding of what makes us unique and providean important platform and connection for our people.

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Celebrating, attracting, andretaining women in our industryOne of our key commitments to improve social outcomes across ourwork is to ensure our teams reflect the diversity of the clients andcommunities we serve. We continue to make progress on genderdiversity targets, including the achievement of our 20% target forwomen in leadership roles, while continuing to progress against our35% target for our overall workforce.To celebrate the women in our industry, we take part in InternationalWomen’s Day in March and International Day of Women inEngineering in June on a global scale. Our women colleagues arerecognized throughout the year, but we set these moments apart byshowcasing the incredible contributions made by our colleagues andthe career possibilities that are available here.

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Over the past year, we have continued to take great strides toward ourambitions. We have continued to reduce our emissions footprint, particularlywithin our supply chain, that constitutes the majority of emissions. We alsocontinued to advance our ESG Advisory offering with our clients, includinga more than fourfold increase in the revenue generated from projects thatinclude an ESG-embedded service. In the year, we also achieved our near-termtarget of at least 20% women comprising our leadership, reflecting furtherprogress on our social value priorities.We have furthered our own carbon emissions goals by achievingoperational net zero beginning in fiscal 2021 while also committing toreach science-based net zero carbon emissions by 2040.Achieve net zerocarbon emissionsby 2040We believe diversity and inclusion enable better outcomes for clients, adeeper understanding of community challenges, and more innovativesolutions that propel the industry forward. As part of this pledge, wehave set an industry-leading, near-term target of women comprisingat least 20% of senior leadership roles and at least 35% of the overallworkforce. In addition, we have implemented new required unconsciousbias training and set specific targets within each of our regions toadvance our equity, diversity, and inclusion goals.Improve socialoutcomesWe introduced

ScopeX™, a first-of-its-kind approach with the goal ofsubstantially reducing carbon impact on major projects. We will alsoembed net zero, resilience, and social value targets into our clientaccount management program.Embed sustainabledevelopment andresilience acrossour workTo better assess ESG risk factors in potential projects, we havedeployed an enterprise framework supported by leadershipaccountability and advocacy through the audit of specific ESGtargets and metrics on an annual basis.

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Furthered ourcommitment tobiodiversity andnatureWe recognize that our focuson the environment cannotjust be limited to carbonemissions—we must beevaluating the impact of ouroperations and our clientwork on biodiversity andnature more holistically. Thatis why during fi scal 2023 weformalized a biodiversitystatement that has beensigned by our CEO, Troy Rudd,and includes commitmentsto support the GlobalBiodiversity Framework ofreversing nature loss by 2030.Furthermore, refl ecting ourcommitment to sustainabilityand leadership in advancingenvironmental stewardshipindustrywide, we wereawarded the Terra Carta Sealby the Sustainable MarketsInitiative in fi scal 2023.Advance our socialvalue initiativesWe believe that investing in localcommunities to create positivesocial and economic outcomes isat the heart of generating socialvalue. We work with our clients,partners, and suppliers to linkthe opportunities presentedby our projects to the needsof the local communities weoperate in, driving the creation ofpositive, lasting legacies. Socialvalue is critical to achieving ourSustainable Legacies strategyand making sure that no one isleft behind.In fi scal 2023, we continued toadvance our equity, diversity,and inclusion initiatives in ourcompany with the achievementof our near-term target of20% women in leadership.We also continue to makefurther progress againstour 35% near-term target ofwomen companywide whilealso advancing our nongenderdiversity targets within eachregion of our business.Continued to grow ourESG Advisory practicethrough technicalexcellence, includingour ScopeX™ processAs we continue to enhance thesustainability of our operations,we also continue to grow our ESGAdvisory practice to further embedsustainability and resilience into ourclient off ering. With unprecedenteddemand, we increasingly areintegrating sustainability services inour projects, with revenue generatedfrom projects with an ESG-embeddedservice up by more than four timesin fi scal 2023. Our leading technicalexpertise, combined with our ambitiousapproach to sustainability, is creatinga unique client value proposition thatis also contributing to record win ratesacross our business.One example of embeddingsustainability principles intoeverything we do is our ScopeX™approach, which considers materials,site locations, logistics, andconstruction methods to reduce andeliminate a project’s impact on thenatural environment. We minimizeenergy use, optimize sourcesof renewable power, and, wherefeasible, work with and enhancenatural habitats to eliminate carbonemissions. We believe that ScopeX™will be our biggest contribution to helpend the climate emergency.By decarbonizing the builtenvironment and supporting ourclients to achieve their net-zeroagendas, we’re striving to improve thecities and communities we serve anddeliver a better world.Promotingpositiveimpact in ourcommunitiesOur corporate responsibilityplatform is focused on deliveringaccess to safe and secureinfrastructure to those who needit most via strategic nonprofi tpartnerships, pro bono work,skills-based volunteering, andphilanthropy. In fi scal 2023, wecontinued to take a leading role inthe response to extreme eventsthat devastated communities.This was no more apparent than inthe aftermath of the Maui, Hawaiifi res, where we contributednearly $300,000 through anemployee-matched donationcampaign in collaborationwith the American Red Cross’sHawaii Wildfi res Relief Fund.Funds raised contributed toongoing assessment activities,distribution of relief supplies, andother important work.Our technical teams partner withnonprofi t organizations in theirlocal communities to providecritical design, engineering, andinfrastructure solutions, and wemaintain our relationship with ourenterprise strategic nonprofi tpartners—Engineers WithoutBorders and Water for People. InFY’23, our employees donatedmore than $80,000 USD to Waterfor People.

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Reducing emissions towards our Science BasedTargets initiative-validated net zero targetsTo keep up with the latest best practices and climate science, we set a more ambitious 2040net zero target that was validated by the Science Based Targets initiative (SBTi) in 2022, makingAECOM one of the fi rst companies globally to achieve this at the time. As part of our updated, moreambitious net zero commitment, we are also targeting:90%Reducing all emissions90% by 2040(compared with 2018)60%Reducing Scope 1 and 2 emissions60% by 2030(compared with 2018)50%Reducing Scope 3 emissions50% by 2030(compared with 2018)Our global Scope 1 and 2 emissions,covering fl eet vehicles and offi ce energy,respectively, declined by 61% from our fi scal2018 baseline year as a result of key traveland real estate initiatives. We continue tomake progress against this commitmentin various ways, including by increasingthe effi ciency of our offi ce spaces, furtherextending sustainability guidelines for futureoffi ce refurbishments and relocations, andtransitioning our automotive fl eet to eithermore fuel effi cient or electric vehicles.Reducing our Scope 3 emissions meansfocusing on our supply chain emissionsand business travel. Our supply chainemissions have declined by 23%, includinga 65% reduction in business travel since2018. We are looking

to build on thisprogress through initiatives such as ourexpanded supplier engagement program,through which we are reaching out to thetop 80% of our suppliers by emissions tosupport them in setting targets and theirown decarbonization eff orts.Reducing all emissions 90% by 2040(compared with 2018) and off settingremaining emissions in 2040 through highqualitycarbon removal projects—achievingthis long-term reduction target will meanbuilding on the initiatives across Scopes 1, 2,and 3 as put in place for our 2030 targets.We also maintained our operational net zero status in 2023 and commit to maintaining operationalnet zero status annually. We achieved operational net zero through reduction of Scopes 1 and 2emissions in line with climate science and off setting remaining emissions.Scope2018 emissions(MtCO2e)2023 emissions(MtCO2e) % changeScope 1 33,718 23,745 - 30%Scope 2 104,307 30,113 -71%Scope 3—Supply Chain (Purchased Goods & Services, Capital Goods) 2,740,482 2,214,243 -19%Scope 3—business travel 158,182 56,032 -65%Total 3,036,689 2,324,133 -23%

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Leading by example:Advising on the energy transitionWith our own industry-leading sustainability journey to guide us,we're helping organizations protect the environment, enhancecommunities, integrate sustainable development into everydaybusiness, and improve governance.These ambitions look different for every organization and industry,so we help clients understand where they are in the energy transitioncontinuum and then develop a tailored roadmap with tangible nextsteps so they can build momentum to achieve their goals.We're advancing our leading advisory position by partneringwith clients to navigate and accelerate their energy transition.Our flagship global thought leadership report, The Future ofInfrastructure, Lost in Transition? is driving these conversations.Based on qualitative and quantitative research carried out withnearly 850 senior executives spanning nine industries and 22countries, it provides our clients and the broader industry withpractical, profitable, predictable, and people-centric strategies toachieve net zero.COP28As the sustainability consultant for the 28th UNFCC Conferenceof Parties (COP28) in the United Arab Emirates (UAE), we played apivotal role in shaping a leading sustainability and environmentalmanagement strategy, guiding the event toward carbonneutrality. Our comprehensive approach established frameworks,management guidelines, and carbon management plans, integratingsustainability processes and carbon-tracking tools into the event.Our role extended beyond COP28 itself, creating the foundation forsustainable operations in future COPs and elevating sustainabilitystandards within the UAE’s event sector.Leveraging our UAE-based environmental consultants and globalnetwork of experts, we provided advisory services to attain ISO20121 certification for sustainable events and supported theimplementation of operational sustainability throughout the event’ssupply chain. Following the event, there’s a tremendous amount ofwork to do to move us from ambition to action. Initiatives like thenear-zero emissions building breakthrough highlight the value ofCOP28, but also that we must now take steps to operationalize.With our technical expertise, knowledge of the increasinglymultifaceted energy infrastructure landscape, plus implementationexperience of new and coming technologies, AECOM is wellpositioned to advise on and help drive this transformative change.Powering New York with offshore windIn line with our client, Equinor’s commitment to cleaner energy forNew York, the Beacon Wind project was carefully crafted with astrategic approach. Our role centers on environmental permittingand engineering for the offshore lease area, covering 128,000acres south of Nantucket, MA. This area is integral to Equinor’sportfolio, including Empire Wind 1, Empire Wind 2, and BeaconWind 1, collectively aiming to provide 3.3 gigawatts of electricityto New York.Community engagement is vital, involving Indigenous nations,stakeholders, and local fishing communities to assess and minimizethe project’s impact on the local economy. Working closely withthe Bureau of Ocean Energy Management (BOEM) and the NationalOceanic and Atmospheric Administration (NOAA), we are obtainingapprovals for the site assessment plan (SAP) and conductingessential surveys and studies.Our team conducts in-depth research to design alternativesubmarine cable routing options, considering cost, schedule, andenvironmental factors. Beacon Wind, set to be operational in 2028,signifies a massive investment in sustainable energy, solidifyingNew York’s position as a hub for wind-powered renewable energy.

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SafetySafeguarding our people remains a core value atAECOM. Fostering a Culture of Caring based on equity,diversity, and inclusion—where communication,collaboration, and consultation enable ownership forthe well-being of individuals and others—continued tobe a critical focus in fiscal 2023.We are committed to maintaining the physical, psychological,and social well-being of our employees, stakeholders, andglobal communities through appropriate risk managementstrategies. Our Culture of Caring and Safety for Life programsenable us to identify, manage, and eliminate hazards andreduce risk in our workplaces proactively and aggressively.These incident prevention efforts have continued to result insuccessfully meeting annually established leading and laggingkey indicator targets, our Core Value Metrics, for both theAECOM Enterprise and all associated business groups, withour incident rates remaining superior to industry average.Within fiscal year 2023, our Total Recordable Incident Rate(TRIR) in our Professional Services businesses reflect animprovement of 45% since fiscal 2020, while our Lost WorkdayCase Rate (LWCR) improved by 67% over the same period.We apply the U.S. Occupational Safety and HealthAdministration (OSHA) recordable injury and illness definition toour global operations, allowing for a standard record-keepingapproach

across all regions. Our metrics include injury andillness incidents associated with our employees and do notinclude contractor data.TRIR = total number of recordable incidents x 200,000 hoursTotal hours workedLWCR = total number of lost time incidents x 200,000 hoursTotal hours worked

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AECOM’s Safety for Life program, driven byleadership commitment and empoweredemployees, has been fundamental todelivering industry-leading performanceand recognition by clients and agenciesaround the world. A key example of this wasAECOM’s Royal Society for the Preventionof Accidents (RoSPA) President’s Awardfor having achieved 14 consecutive annualGold Awards. Our culture’s impact was alsorecognized by the United States OccupationalSafety and Health Administration (OSHA), withour AECOM Turner NBA Joint Venture IntuitDome project awarded Voluntary ProtectionPrograms (VPP) Star status.The previous year highlighted programsto support exercising both collectiveand individual care, including our “Take aMoment” focus, driven globally throughfi rst-person video accounts shared by ourpeople. “Take a Moment” emphasizes thecritical importance of exercising mindfulnessbefore acting and pre-planning to producesafe work environments, while continuingto empower employees to “Stop Work” inunsafe conditions. The power of our Cultureof Caring was also highlighted with AECOM’scelebration of International Women inEngineering Day. Our women engineerspublished testimonials sharing how they makesafety seen as they execute AECOM’s Safetyfor Life program in their work.Over the course of FY2023 our Global Safety,Health and Environment (SH&E) teams alsocollaborated to improve the accessibilityof employee resources and tools. Oneexample is the execution of a new innovativeGlobal SH&E Lessons Learned repository.This digital tool provides easy accessand searchability of lessons learned fromall regions and business lines, extendingthe reach of incident prevention eff orts.These represent only a few examples of theeff orts that contribute to our continuousimprovement successes and furtherstrengthen our Safety for Life program.Global Security and ResilienceLeveraging deep industry experienceand insight, and the strength of evolvingsecurity technologies and processes,AECOM’s Global Security and Resilience(GSR) team provides our global operationswith the professional knowledge andawareness needed to eliminate or minimizethreats to our personnel and operations.The GSR team expertise has proactivelysupported proper project planning toeff ectively manage applicable security risksand, thereafter supports execution acrossour operations. From advising on situationalawareness on-site, in the offi ce or while,to—in more extreme cases—helping ourpeople when they fi nd themselves strandedin locations due to extreme weather orother dangerous geopolitical events, ourGSR team has been critical to our businesscontinuity. While continuing to supportoperations in high- and elevated-riskcountries, our team also actively identifi esand manages security risks with highpotential in low-risk countries. Maintainingthe security of our personnel and ouroperations is crucial and a critical elementof our core value, Safeguard.

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Data securityWe understand the evolving landscape of cybersecurity threats, andwe constantly invest in measures to safeguard data from unauthorizedaccess, cyberattacks, phishing, and other malicious activities.We prioritize data security through a comprehensive InformationSecurity Program aligned with industry standards like ISO 27001,NIST CSF, and NIST 800-53. This program safeguards yourinformation against unauthorized access, alteration, disclosure, ordestruction.Ethics and complianceWe believe good ethics is good business. We are committed to alwaysprioritizing ethics and integrity, not simply because it’s the rightthing to do, but also because it helps safeguard our people and ourcompany from potential wrongdoing while strengthening our brandand reputation around the world.Our Code of Conduct outlines the legal guidelines we must follow andgeneral ethical principles to help each of us make the right decisionswhen conducting business worldwide. Leaders at the companypromote ethical behavior through a global ethics committee as wellas through regional ethics committees. Our employees take partin annual Code of Conduct training, which received 100 percentcompletion in fiscal 2023. We also provide supplemental training onethics and compliance issues throughout the year and incorporateethics and compliance

principles in our training for new employeesand new managers.Furthermore, we have a comprehensive cross-functional ethics andcompliance program focused on preventing issues from occurring,detecting them if they happen, effectively and expediently resolvingissues, and capturing and communicating lessons learned to preventthem from repeating. As a result, we have been recognized seventimes by Ethisphere as a World’s Most Ethical Company.Human rights commitmentAECOM is a signatory to the U.N. Global Compact and adheres to the International Bill of Rights and International Labor Organization’sDeclaration of Fundamental Principles and Rights at Work, which underscores our commitment to abiding by and promoting internationalhuman rights. AECOM’s Human Rights Statement and Modern Slavery Act Statement provide more detail on our policies and commitmentsrelated to ensuring fundamental rights at work, such as reasonable working conditions and wages, the right to collective bargaining, andcombatting human rights abuses, such as modern slavery and child labor.

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Regulation G informationReconciliation of NSR(in millions)Twelve Months EndedSep 30, 2022 Sep 30, 2023AmericasRevenue $9,939.3 $10,975.7Less: Pass-through revenue 6,228.2 7,056.8Net service revenue $3,711.1 $3,918.9InternationalRevenue $3,206.7 $3,402.1Less: Pass-through revenue 609.0 619.0Net service revenue $2,597.7 $2,783.1Segment Performance (excludes ACAP)Revenue $13,146.0 $14,377.8Less: Pass-through revenue 6,837.2 7,675.8Net service revenue $6,308.8 $6,702.0ConsolidatedRevenue $13,148.2 $14,378.5Less: Pass-through revenue 6,837.2 7,675.8Net service revenue $6,311.0 $6,702.7Reconciliation of adjusted operating income(in millions)Twelve Months EndedSep 30, 2022 Sep 30, 2023Americas Segment:Income from operations $653.8 $714.6Amortization of intangible assets 17.4 17.3Adjusted income from operations $671.2 $731.9International Segment:Income from operations $221.2 $254.7Amortization of intangible assets 1.4 1.2Adjusted income from operations $222.6 $255.9Segment Performance (excludes ACAP)Income from operations $875.0 $969.3Amortization of intangible assets 18.8 18.5Adjusted income from operations $893.8 $987.8Reconciliation of adjusted EPSTwelve Months EndedSep 30, 2022 Sep 30, 2023Net income attributable to AECOM fromcontinuing operations—per

diluted share(2) $2.73 $0.81Per diluted share adjustments:Noncore AECOM Capital (income) loss,net of NCI (0.10) 2.26Restructuring costs 0.75 1.34Amortization of intangible assets 0.13 0.13Financing charges in interest expense 0.03 0.03Tax effect of the above adjustments(1) (0.14) (1.01)Valuation allowances andother tax only items — 0.15Adjusted net income attributable toAECOM from continuing operationsper diluted share $3.40 $3.71Reconciliation of adjusted EBITDA(in millions)Twelve Months EndedSep 30, 2022 Sep 30, 2023Net income (loss) attributable to AECOMfrom continuing operations $389.1 $114.1Income tax expense (benefit) 136.1 56.1Depreciation and amortization 170.2 175.1Interest income (8.2) (40.3)Interest expense 110.3 159.4Amortized bank fees includedin interest expense (4.8) (4.8)EBITDA $792.7 $459.6Noncore AECOM Capital (income) loss,net of NCI (13.9) 315.8Restructuring costs 107.6 188.5Adjusted EBITDA $886.4 $963.9Reconciliation of net cash provided byoperating activities to free cash flow(in millions)Twelve Months EndedSep 30, 2022 Sep 30, 2023Net cash provided by operating activities $713.7 $696.0Capital expenditures, net (128.1) (105.3)Free cash flow $585.6 $590.7

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13355 NOEL ROAD, SUITE ~~2600~~
~~LOS ANGELES, CALIFORNIA 90067~~

400
DALLAS, TEXAS 75240

Dear AECOM Stockholder:

You are cordially invited to attend the ~~2018~~2024 Annual Meeting of Stockholders (the ~~"2018~~“2024 Annual ~~Meeting"~~Meeting”) of AECOM, which will be held on ~~Wednesday, February 28, 2018,~~Tuesday, March 19, 2024, at 8:1:00 ~~a.m. local time~~p.m. Central Time.

The 2024 Annual Meeting will be a completely virtual meeting, conducted via live webcast. The virtual meeting format allows all of our stockholders the opportunity to participate in the ~~Conference Center located at 1999 Avenue~~annual meeting no matter where they are located. You will be able to attend the annual meeting, vote, and submit questions during the meeting by visiting www.meetnow.global/M776YJP. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Attending the Virtual Annual Meeting” section of the ~~Stars, Los Angeles, California 90067.~~

attached Proxy Statement.

Details of the business to be conducted at the ~~2018~~2024 Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and the attached Proxy Statement.

Whether or not you plan to attend the ~~2018~~2024 Annual Meeting, ~~in person,~~ it is important that your shares be represented. The attached Proxy Statement contains details about how you may vote your shares.

Sincerely,

~~Michael S. Burke~~
~~Chairman of the Board and~~

Troy Rudd
Chief Executive Officer

~~Table of Contents~~

~~AECOM~~
~~1999 AVENUE~~TABLE OF ~~THE STARS,~~CONTENTS

13355 NOEL ROAD, SUITE ~~2600~~
~~LOS ANGELES, CALIFORNIA 90067~~

400
DALLAS, TEXAS 75240

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON ~~FEBRUARY 28, 2018~~

MARCH 19, 2024

The ~~2018~~2024 Annual Meeting of Stockholders (the ~~"2018~~“2024 Annual ~~Meeting"~~Meeting”) of AECOM (the ~~"Company," "our"~~“Company,” “our” or ~~"we"~~“we”) will be held on ~~Wednesday, February 28, 2018,~~Tuesday, March 19, 2024, at 8:1:00 ~~a.m. local time in~~p.m. Central Time, virtually by live webcast. You will be able to attend the ~~Conference Center located at 1999 Avenue of~~annual meeting, vote, and submit questions during the ~~Stars, Los Angeles, California 90067.~~meeting by visiting www.meetnow.global/M776YJP. At the ~~2018~~2024 Annual Meeting, you will be asked to:

Elect each of the 9 ~~directors~~director nominees named in the Proxy Statement accompanying this notice to the ~~Company's~~Company’s Board of Directors to serve until the ~~Company's 2019~~Company’s 2025 Annual Meeting of Stockholders.

The Board of Directors recommends that you vote FOR each of the director nominees.

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for ~~the~~ fiscal year ~~ending September 30, 2018.~~

2024.

The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst & Young LLP.

Vote to approve the ~~Company's~~Company’s executive compensation, on an advisory basis.

The Board of Directors recommends that you vote FOR the ~~Company's~~Company’s executive compensation on an advisory basis.

~~To consider and act upon a stockholder proposal regarding special stockholder meetings if properly presented at the Annual Meeting.~~

~~The Board of Directors recommends that you vote AGAINST the stockholder proposal.~~

We will also attend to any other business properly presented at the ~~2018~~2024 Annual ~~Meeting and any adjournment or postponement thereof.~~Meeting. The foregoing items of business are more fully described in the Proxy Statement that is attached to, and a part of, this notice.

Only common stockholders of record at the close of business on January ~~3, 2018,~~19, 2024 can vote at the ~~2018~~2024 Annual Meeting or any adjournment or postponement thereof.

A complete list of such stockholders will be open to the examination of any stockholder for a purpose germane to the meeting for a period of ten days ending on the day before the Annual Meeting at the Company’s principal place of business, located at 13355 Noel Road, Suite 400, Dallas, Texas 75240. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

By order of the Board of Directors,

~~Christina Ching~~

Manav Kumar
Corporate Secretary

~~Los Angeles, California~~

Dallas, Texas
January ~~18, 2018~~

29, 2024

TABLE OF CONTENTS

Table of Contents

~~Your Vote is Important~~

Whether or not you plan to attend the 2018 Annual Meeting in person, we request that you vote (a) by Internet, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2018 Annual Meeting.

You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later-dated proxy by Internet, telephone or mail or by attending the 2018 Annual Meeting and voting in person.

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2018 Annual Meeting, you must obtain from the record holder a proxy issued in your name.

~~Table of Contents~~

				Page
	Proxy Statement Summary			1
	Introduction			8 ~~Introduction~~	6
	~~Information Regarding Voting at the 2018~~ Annual Meeting Information			79
	Proposal 1:1 Election of Directors			912
	Proposal 2:2 Ratification of Selection of Independent Registered Public Accounting Firm			1320
	Proposal 3:3 Advisory Resolution to Approve Executive Compensation			1422
	Corporate Governance			23 ~~Proposal 4: Stockholder Proposal Regarding a Special Stockholder Meeting~~	16
	Executive Officers			32 ~~Proposal 4: Board of Directors' Statement in Opposition to the Stockholder Proposal~~	17
~~Corporate Governance~~		18
~~Executive Officers~~		26
Compensation Discussion and Analysis ~~(CD&A)~~			2833
	Compensation Governance, Process and Decisions			4036
	~~2017~~ Elements of our Named Executive Officer Compensation			4439
	Performance Earnings Program — ~~2017 Actual~~ 2023 Achievements and Payouts			5045
	Other Programs, Policies and Guidelines			5147
	Report of the ~~Compensation/~~Compensation and Organization Committee of the Board of Directors			5449
	Executive Compensation Tables			5550
	CEO Pay Ratio			57
	Pay Versus Performance			58
	Directors’ Compensation			61
	Compensation Committee Interlocks and Insider Participation			6963
	Report of the Audit Committee of the Board of Directors			7064
	Audit Fees			7166
	Security Ownership of Certain Beneficial Owners and Management			7267
	Other Information			7470
	Annex A			A-1

~~Table of Contents~~

~~Proxy Statement Summary~~

~~Meeting Information~~

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Proxy Statement Summary

Meeting Information

	Record Date:			January 19, 2024
~~Record~~	Meeting Date:		~~January 3, 2018~~	March 19, 2024, 1:00 p.m. (Central Time)
~~Meeting Date:~~	Location:	~~February 28, 2018, 8:00 A.M. (Pacific Time)~~
~~Location:~~		~~Conference Center, 1999 Avenue~~ Virtual live webcast. You will be able to attend the annual meeting, vote, and submit questions during the meeting by visiting www.meetnow.global/M776YJP. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Attending the Virtual Annual Meeting” section of the ~~Starts, Los Angeles, CA 90067~~Proxy Statement.

This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy Statement first available to stockholders on January ~~18, 2018.~~

29, 2024.

Stockholder Voting Matters

Proposal
Number

Description

Board’s Voting
Recommendation

Page
Reference

Elect directors to serve until our 2025 Annual Meeting of Stockholders.

FOR EACH

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2024.

FOR

Advisory vote to approve our executive compensation.

FOR

How to Vote


~~Proposal~~	~~Board's Voting~~ ~~Recommendation~~	~~Page~~ ~~Reference~~

~~Elect directors to serve until our 2019 Annual Meeting of Stockholders.~~	~~FOR EACH~~	8

~~Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2018.~~	~~FOR~~	12

~~Advisory vote to approve our executive compensation.~~	~~FOR~~	13

~~Stockholder proposal regarding a special stockholder meeting.~~	~~AGAINST~~	15

~~How to Vote~~


		Vote Online You can vote your shares online by following the instructions on your proxy card [(www.envisionreports.com/ACM)].

Vote by Phone

You can vote your shares by phone by following the instructions on your proxy card (1-800-652-8683) ~~— or scan the QR code:~~
.

				Vote by Mail You can vote your shares by mail by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to:
Proxy Services C/O Computershare Investor Services P.O. Box 43101 Providence, RI 02940-5067										~~AECOM~~ ~~1999 Avenue of the Stars, Suite 2600~~ ~~Los Angeles, CA 90067~~ ~~Attn: Corporate Secretary~~

Your Vote is Important

Whether or not you plan to attend the 2024 Annual Meeting, we request that you vote (a) online, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2024 Annual Meeting.

You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later dated proxy by Internet, telephone or mail or by attending the 2024 Annual Meeting and voting.

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2024 Annual Meeting, you must obtain from the record holder a proxy issued in your name.

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Our Current Board of Directors

Name

Age

Director
Since

Primary (or Former) Occupation

Independent
Committee
Memberships

Michael S. Burke† 54 2014 Chairman of the Board and Chief Executive Officer, AECOM No None

James H. Fordyce‡ 58 2006 Co-Founder and Co-Chief Executive Officer, Stone Canyon Industries LLC Yes CO*, SRS

Senator William H. Frist 65 2014 Partner, Cressey & Company Yes A, NG

Linda Griego 70 2005 President and Chief Executive Officer, Griego Enterprises Inc. Yes CO, NG*

David W. Joos 64 2012 Former Chairman, CMS Energy; Chairman, Consumers Energy Corporation Yes A, NG

Dr. Robert J. Routs 71 2010 Executive Director (Retired), U.S. Downstream Operations, Royal Dutch Shell plc Yes CO, SRS*

Clarence T. Schmitz 69 2014 Co-Founder and Former Chief Executive Officer, Outsource Partners International Inc. Yes A*, CO

Douglas W. Stotlar 57 2014 Former President and Chief Executive Officer, Con-way Inc. Yes A, SRS

Daniel R. Tishman 62 2010 Vice Chairman, AECOM No SRS

General Janet C. Wolfenbarger 59 2015 General (Retired), United States Air Force Yes NG, SRS

Name

Age

Director
Since

Primary (or Former) Occupation

Independent

Committee
Memberships

Bradley W. Buss

2020

Former Chief Financial Officer of SolarCity Corporation and former Chief Financial Officer of Cypress Semiconductor Corporation

Yes

A, CO, NG*

Lydia H. Kennard

2020

Founder and Chief Executive Officer of KDG Construction Consulting

Yes

Derek J. Kerr

2023

Former Vice Chair and Chief Financial Officer of American Airlines

Yes

Kristy Pipes

2022

Former Chief Financial Officer of Deloitte Consulting

Yes

Troy Rudd

2020

Chief Executive Officer, AECOM

None

Douglas W. Stotlar†

2014

Former President and Chief Executive Officer, Con-way Inc.

Yes

A, CO

Daniel R. Tishman

2010

Principal and Vice Chairman of Tishman Holdings Corporation

Yes

CO*, NG

Sander van ’t Noordende

2021

Chief Executive Officer of Randstad; Former Global Chief Executive of Products Operating Group at Accenture

Yes

CO, NG

General Janet C. Wolfenbarger

2015

General (Retired), United States Air Force

Yes

A, NG


A = Audit Committee	~~SRS = Strategy, Risk & Safety Committee~~		~~‡ = Lead Independent Director~~
CO = ~~Compensation/~~Compensation and Organization Committee	* = Committee Chair
NG = Nominating and Governance Committee		* = Committee Chair † = Chairman of the Board

~~Table of Contents~~

~~Board Age and Tenure~~

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Commitment to Best-in-Class Governance

Direct engagement between AECOM management and the Board with our stockholders creates the greatest degree of alignment and best in class governance outcomes. As a result, our governance structure includes the following features:

	Board Oversight and Governance Disclosures				✔ Separate Chairman and CEO roles. ✔ A highly diverse Board with a great breadth of expertise. ✔ Corporate Governance Guidelines amended in November 2023 to set a director maximum term of service limit at 12 years and establish mandatory director retirement age at 72 for new directors, consistent with the board refreshment and succession planning objectives. ✔ Annual publication of political contributions disclosure to provide transparency into the Company’s government and political engagements.
	Commitment to Sustainability and Resilience

~~Board Skills and Experience~~

Listed below are the skills and experience that we consider important for serving on our Board. Board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee AECOM's business.

✔

~~Table of Contents~~

~~Significant Recent Corporate Governance Actions~~

~~As a result of constructive stockholder dialogue, we recently implemented several significant corporate~~This strong governance ~~actions including amending~~structure is intended to safeguard and restating our Bylaws to adopt proxy access, provide stockholders with a right to call a special meeting and to remove supermajority provisions to approve business combinations. These favorable stockholder measures balance the expansion of new stockholder rights while also safeguardingpromote the long-term interests of AECOM and its ~~stockholders.~~

stockholders consistent with the Company’s commitment to maximize long-term value.

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Corporate Governance Highlights


						~~Corporate Governance Actions — Fiscal Year 2017~~

		~~Adopted Right to Call a Special Meeting of Stockholders~~				✔ ~~Stockholders owning 25% or more of our shares may request a special meeting of stockholders~~

		~~Adopted Proxy Access for Director Nominations~~				✔ ~~Stock ownership threshold of 3%~~ ✔ ~~Holding period of 3 years~~ ✔ ~~May submit nominees consisting of up to 20% of our Board or two directors~~ ✔ ~~Up to 20 stockholders may group together to reach 3% stock ownership threshold~~

		~~Removed Supermajority Provision to Approve Business Combinations~~				✔ ~~Supermajority Provision to Approve Business Combinations was Eliminated~~

~~Corporate Governance Information~~



~~Size of Board~~			10

~~Number of Independent Directors~~			8

Audit, ~~Compensation/~~Compensation and Organization, and Nominating and Governance Committees Consist Entirely of Independent Directors			~~Yes~~
				Yes
	Annual Election of All Directors			~~Yes~~
					Yes
	Annual Advisory Say-on-Pay Vote			~~Yes~~
					Yes
	All Directors Attended ~~at Least~~More than 75% of Meetings Held			~~Yes~~
					Yes
	Independent Directors Meet Regularly in Executive Session			~~Yes~~
					Yes
	Annual Board and Committee Self Evaluations			~~Yes~~
					Yes
	Code of Business Conduct and Ethics			~~Yes~~
					Yes
	Corporate Governance Guidelines			~~Yes~~
					Yes
	Director Term of Service Limits and Mandatory Retirement Age			Yes
	Stock Ownership Guidelines for Directors and Executive Officers			~~Yes~~
					Yes
	Stockholder Rights Plan (Poison Pill)			No

~~Proxy Access~~	No		~~Yes~~
		Proxy Access			Yes
	Stockholder Right to Call a Special Meeting			~~Yes~~
					Yes
	Supermajority Provision to Approve Business Combinations			No

~~Table of Contents~~

~~Significant Recent Executive Compensation Actions~~

As further described on pages 27 to 37, AECOM actively seeks stockholder input to help inform the Company's periodic evaluation of its compensation plans with a focus on strengthening the link between pay and performance and incentivizing stockholder value creation.


						~~Plan Design Changes — Fiscal Year 2017~~
						No
		~~Annual Cash Bonus (Short Term Incentive)~~				✔ ~~Updated metrics to be adjusted net income and operating cash flow at the enterprise level.~~

		~~Long-Term Incentive Equity Awards~~				✔ ~~Added a relative Total Shareholder Return metric.~~ ✔ ~~Added third annual performance period.~~ ✔ ~~Measuring three years of performance.~~


					~~Plan Design Changes — Fiscal Year 2018~~
			Adopted Majority Voting in Uncontested Director Elections
Yes		~~Annual Cash Bonus (Short Term Incentive)~~			✔ ~~Added "per share" to adjusted net income and operating cash flow financial metrics.~~
	Separation of CEO and Chairman Roles			Yes

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~~Table of Contents~~

Executive Compensation Practices

Our executive compensation program provides competitive packages that attract, motivate, reward and retain key talent critical to achieving long-term financial and strategic objectives, meeting our ongoing commitment to sustainability, diversity, and inclusion, and creating long-term stockholder value.

What We Do:


~~AECOM~~*~~Employs~~* ~~the Following Executive Compensation Practices~~

*~~Pay-for-Performance~~* ✔ Pay for Performance — We condition a majority of the compensation opportunity for ~~Named Executive Officers (NEOs)~~our NEOs on the achievement of key measures of value creation, including Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), adjusted earnings per share growth, free cash flow, Return on Invested Capital (“ROIC”) improvement, and ~~relative TSR objectives to ensure alignment with our stockholders' interests.~~Relative Total Stockholder Return (“TSR”).
	✔ Rigorous Goal Setting — We undergo a detailed process of analyzing and reviewing a number of factors including, but not limited to our short and long-term financial plan; investor expectations; industry and peer performance; industry benchmarking; overall achievability; and stockholder value creation.
	✔ Stockholder Engagement — We engage with stockholders throughout the year ~~about~~on proxy and governance matters, including direct outreach to stockholders that represent the ownership of more than 50% of our ~~compensation program.~~stock.

✔ *Stock Ownership Guidelines* — We have stock ownership guidelines that require ~~Section 16 officers~~NEOs to maintain a significant equity stake in the ~~Company.~~Company to align the interests of management with stockholders. The CEO ownership guideline is six times the base salary and the guideline for other NEOs is three times base salary.

✔ *Independent Consultant* — We utilize the services of an independent compensation consultant who does not provide any other services to the Company.

*~~Tally Sheets~~* ✔ Clawback Policy — We ~~use tally sheets in assessing executive total compensation.~~

*~~Clawback Policy~~* ~~— We maintain a~~updated our clawback policy ~~that allows~~in compliance with Rule 10D-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and NYSE Listing Standards, which requires us to recoup ~~a portion of the~~erroneously awarded incentive-based compensation ~~awards~~ paid to current and former ~~Section 16~~ officers ~~during the three fiscal years before~~in connection with an accounting ~~restatement due to material noncompliance with any financial reporting requirement under the securities laws.~~restatement.

✔ *Risk Assessment* — Our compensation consultant performs an independent risk assessment of compensation programs.

*~~Say-on-Pay Vote~~* ~~— We have a policy to hold an advisory vote to approve the Company's executive compensation on an annual basis.~~

✔ *Competitive Analysis* — We annually seek to understand labor market trends pertaining to amount and form of executive pay delivery through comprehensive competitive analyses.
	✔ Annual Say-on-Pay Vote — We have a policy to hold an advisory vote to approve the Company’s executive compensation on an annual basis.

What We Don’t Do:

~~AECOM~~*~~Does Not~~* ~~Employ~~	✘ Dividends and Dividend Equivalents on Unvested Awards — Our stock plan prohibits the ~~Following~~ payout of dividends or dividend equivalents on unvested long-term incentive equity awards unless and until the underlying award vests.

✘ *Stock Option Repricing* — Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights without stockholder approval.

✘ *Single Trigger Equity Acceleration* — We do not maintain plans or agreements that provide for automatic ~~single-trigger~~“single trigger” equity acceleration or ~~severance~~bonus payments in connection with a change in control (rather, any payment of benefit requires a qualifying termination of employment ~~following~~in connection with a change in control known as ~~"double trigger"~~“double trigger”).

✘ *Tax Gross-Ups* — We do not provide tax gross-ups ~~on change in control severance benefits~~ to NEOs.

✘ *Hedging and Pledging* — We prohibit hedging transactions involving ~~Company securities~~AECOM common stock and do not allow trading in puts, calls, options or other similar ~~transactions involving Company securities.~~transactions. In addition, we prohibit the pledging of ~~Company securities~~AECOM common stock except in certain limited circumstances subject to Company approval and demonstration of the ability to repay the applicable loan without selling such securities.

TABLE OF CONTENTS~~Table~~

Environmental, Social and Governance Matters

We are a leader in environmental sustainability, social responsibility, and corporate governance, both within our operations and through our technical work for clients. We embrace sustainability by striving to make a positive, lasting impact on society and the environment. We have both a significant opportunity and a responsibility to protect, enhance and restore the world’s natural and social systems.

We are committed to addressing the effects of ~~Contents~~

~~AECOM~~
~~1999 AVENUE~~climate change as a key priority for our sustainability program, including by advancing ambitious greenhouse gas emissions reduction targets. To this point, in fiscal 2022, we were among the first companies globally to have set net zero emissions reduction targets approved by the Science Based Targets Initiative (SBTi), which are designed to exceed the goals of the Paris Agreement on climate change and align with a 1.5-degrees warming scenario. These net zero emissions reduction goals include a near-term target to reduce Scope 1, 2 and 3 emissions by 50% by 2030 and a long-term target to reduce total emissions by 90% by 2040. Importantly, we have made strong progress on these targets already, with Scope 1 and 2 emissions declining by 61% in fiscal 2023 as compared to our fiscal 2018 baseline, contributing to a total emissions reduction of 23% as compared to our baseline year. Our emissions reduction ambitions build upon our commitments as a signatory to the UN Global Compact.

In addition, we continue to invest in proprietary innovations and digital solutions to positively impact the planet, such as our AI-enabled flood modeling tool that is more than 300% faster than traditional methods and significantly more accurate. We have also developed our proprietary DE-FLUOROTM water treatment solution to destroy per and polyfluoroalkyl substances (PFAS) on-site. Across our water practice, our services have contributed to water and wastewater treatment centers that combined treat more than 18 billion gallons of water, reaching more than 150 million people, every day. We are also leading on decarbonization measurement, biodiversity impact and re-wilding, such as through our innovative work at the National Capital Laboratory (NCL) in the U.K., where we are restoring 100 acres of forest and reintroducing lost species. Our work at the NCL won the 2022 Verdantix Innovation Excellence Award for Sustainability Strategy Implementation for success in analyzing and measuring biodiversity impact, underscoring the significant positive impact we can have on nature and biodiversity.

Driving ESG Across Our Operations

We maintain an enterprise-wide Global ESG Council to coordinate and drive consistent execution of our environmental, social and corporate governance (“ESG”) initiatives across AECOM. The Council’s functions include: (i) assessing the impact of the Company’s services and operations and advising on how the Company may enhance its ESG performance; (ii) advising on appropriate global ESG goals, commitments and targets; (iii) advising on suitable resourcing and investments to fulfill and deliver on the Company’s ESG commitments; (iv) shaping the Company’s ESG policies and disclosure; (v) assessing the potential impact of climate change on the Company’s services and operations and providing a global forum to share ideas on how the Company’s unique offerings and

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solutions can enable mitigation, adaptation and resilience to climate change that will develop and support buildings, infrastructure assets and communities; and (vi) providing a risk framework for evaluating client opportunities to ensure that they align with our ESG objectives. The Council is composed of employees with relevant professional expertise and experience including strategic and market sector leadership; consulting expertise; operations; procurement, legal, investor relations, treasury, real estate and facilities management and other corporate functions. Our Board has oversight over ESG matters. Additional information regarding our ESG initiatives is located on the investor relations section of our website, at https://investors.aecom.com/esg.

Commitment to Our People (Human Capital Management)

Our principal asset is our employees, the majority of which have technical and professional backgrounds and undergraduate and/or advanced degrees in their respective areas of expertise. At the end of our fiscal 2023, we employed approximately 52,000 persons. We believe that the quality and level of service that our professionals deliver are among the highest in our industry.

We are committed to enhancing our position as a leading employer in our industry by attracting and retaining some of the best technical professionals in the world. Critical to our continued success is our ability to offer a compelling employee value proposition that promises competitive pay and benefits, an inclusive environment that supports flexibility and well-being and encourages collaboration and innovation, and a shared commitment to technical excellence, continuous learning and career growth. This understanding informs our approach to managing our human capital resources. Our human capital objectives and initiatives are overseen by our Board as per our Corporate Governance Guidelines.

Additional information on our human capital management initiatives can be found on pages v to xvii of this document.

Workplace Accolades:

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13355 NOEL ROAD, SUITE ~~2600~~
~~LOS ANGELES, CALIFORNIA 90067~~

400
DALLAS, TEXAS 75240

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD
~~FEBRUARY 28, 2018~~

~~INTRODUCTION~~

MARCH 19, 2024

Introduction

This Proxy Statement is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of AECOM, a Delaware corporation ("(“we,~~" "our,"~~” “our,” the ~~"Company"~~“Company” or ~~"AECOM"~~“AECOM”), for use at our ~~2018~~2024 Annual Meeting of Stockholders ~~("2018~~(“2024 Annual ~~Meeting"~~Meeting”) to be held on ~~February, 28, 2018,~~March 19, 2024, at 8:1:00 ~~a.m. local time,~~p.m. Central Time, or at any adjournment or postponement thereof. At the ~~2018~~2024 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement and in the accompanying notice. The ~~2018~~2024 Annual Meeting will be held invirtually online. You will be able to attend the ~~Conference Center located at 1999 Avenue of~~annual meeting, vote, and submit questions during the ~~Stars, Los Angeles, California 90067.~~meeting by visiting www.meetnow.global/M776YJP. Only common stockholders of record at the close of business on January ~~3, 2018,~~19, 2024, which is the record date for the ~~2018~~2024 Annual Meeting, are permitted to vote at the ~~2018~~2024 Annual Meeting and any adjournment or postponement thereof.

The ~~Company's~~Company’s Board of Directors (the ~~"Board~~“Board of ~~Directors"~~Directors” or ~~"Board"~~“Board”) is soliciting your vote to:

Elect each of the 9 ~~directors~~director nominees named in this Proxy Statement to the ~~Company's~~Company’s Board of Directors to serve until the ~~Company's 2019~~Company’s 2025 Annual Meeting of Stockholders.

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for ~~the~~ fiscal year ~~ending September 30, 2018.~~

2024.

Approve the ~~Company's~~Company’s executive compensation, on an advisory basis.

~~Vote against a stockholder proposal regarding a special stockholder meeting threshold.~~

We utilize the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this ~~e-proxy~~proxy process expedites ~~stockholders'~~stockholders’ receipt of proxy materials while also lowering the costs and reducing the environmental impact of our annual meeting. On January ~~18, 2018,~~29, 2024, we began mailing a Notice of Internet Availability of Proxy Materials (the ~~"Notice"~~“Notice”) to all stockholders of record as of January ~~3, 2018,~~19, 2024 and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request proxy materials in printed form by mail or electronically by ~~e-mail~~email on an ongoing basis.

The Notice of Internet Availability of Proxy Materials, Proxy Statement and our Annual Report on Form 10-K are available atinvestors.aecom.com.

~~Table of Contents~~

~~INFORMATION REGARDING VOTING AT THE~~
~~2018 ANNUAL MEETING~~

~~Proxies~~

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Annual Meeting Information

Proxies

You may vote your shares ~~in person~~ at the ~~2018~~2024 Annual Meeting or by proxy if you are a record holder. There are three ways to vote by proxy: (1) on the Internet or by following the instructions on the Notice or proxy card, (2) by telephone by calling 1-800-652-8683 and following the instructions on the Notice or proxy card or (3) by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to ~~our Corporate Secretary at~~ the address ~~below.~~accompanying your proxy materials. If your shares are held in the name of a bank, broker or another holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet and telephone voting will also be offered to stockholders owning shares through certain banks and brokers.

You may revoke your proxy at any time before it is exercised at the ~~2018~~2024 Annual Meeting by (1) giving our Corporate Secretary written notice of revocation, (2) delivering to us a signed proxy card with a later date, (3) granting a subsequent proxy through the Internet or telephone or (4) by attending the ~~2018~~2024 Annual Meeting and ~~voting in person.~~voting. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary.

All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxy. Other than with respect to certain trustees who hold our shares in trust, if you submit proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of each of the proposals. Our Board is unaware of any matters other than those described in this Proxy Statement that may be presented for action at our ~~2018~~2024 Annual Meeting. If other matters do properly come before our ~~2018~~2024 Annual Meeting, however, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.

If you are a beneficial owner and hold your shares in the name of a bank, broker or another holder of record and do not return the voting instruction card, the broker or another nominee may vote your shares on each matter at the ~~2018~~2024 Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, which include the ratification of the selection of the independent registered public accounting firm. Brokers will not have the discretion to vote on any of the other proposals presented at the ~~2018~~2024 Annual Meeting.

~~To gain admission to our 2018 Annual Meeting in person you will need to bring documentation proving that you are the owner~~

Solicitation of our common stock as of our record date, January 3, 2018, and a valid photo ID. No cameras, recording equipment, telephones or other electronic devices with recording capabilities will be allowed during the 2018 Annual Meeting.

Proxies

~~Solicitation of Proxies~~

We will pay the entire cost of soliciting proxies. In addition to soliciting proxies by mail and by the Internet, we will request banks, brokers and other record holders to send proxies and proxy materials to the beneficial owners of our common stock and to secure their voting instructions, if necessary. We will reimburse record holders for their reasonable expenses in performing these tasks. ~~In addition, we have retained Georgeson Inc. to act as a proxy solicitor in conjunction with the 2018 Annual Meeting.~~ We have agreed to pay Georgeson ~~Inc. a fee of~~LLC $15,000 plus reasonable expenses, costs and disbursements for various proxy solicitation ~~services.~~services associated with the 2024 Annual Meeting. If necessary, we may use our regular employees, who will not be specially compensated, to solicit proxies from stockholders, whether personally or by telephone, letter or other means.

~~Table of Contents~~

~~Record Date and Voting Rights~~

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Record Date and Voting Rights

Our Board has fixed January ~~3, 2018,~~19, 2024 as the record date for determining the stockholders who are entitled to notice of, and to vote at, our ~~2018~~2024 Annual Meeting. Only common stockholders of record at the close of business on the record date will receive notice of, and be able to vote at, our ~~2018~~2024 Annual Meeting. As of the record date, there were ~~158,994,772~~136,023,419 shares of our common stock outstanding held by ~~2,455~~1,471 record holders. A majority of the stock issued and outstanding and entitled to vote must be present at our ~~2018~~2024 Annual Meeting, either in person or by proxy, in order for there to be a quorum at the meeting. Each share of our outstanding common stock entitles its holder to one vote. Shares of our common stock with respect to which the holders are present ~~in person~~ at our ~~2018~~2024 Annual Meeting but not voting, and shares for which we have received proxies but with respect to which holders of the shares have abstained, will be counted as present at our ~~2018~~2024 Annual Meeting for the purpose of determining whether ~~or not~~ a quorum exists. ~~"Broker non-votes"~~“Broker non-votes” will also be counted as present for the purpose of determining whether a quorum exists. Broker non-votes are shares of common stock held by brokers or nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner.

Our Board urges you to vote promptly by ~~either~~ (1) electronically submitting a proxy or voting instruction card over the Internet, (2) by telephone or (3) by delivering to us or to your broker, as applicable, a signed and dated proxy card.

Votes will be tabulated by the inspector of election appointed for the ~~2018~~2024 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

~~Year-End Reporting Convention~~

Attending the Virtual Annual Meeting

Stockholders of record at the close of business on January 19, 2024, will be able to attend the annual meeting, vote, and submit questions during the 2024 Annual Meeting by visiting www.meetnow.global/M776YJP at the meeting date and time. You should ensure that you have a strong internet connection wherever you intend to participate in the meeting. Please note that Internet Explorer is not a supported browser for accessing the virtual meeting website.

You should also give yourself enough time to log in and ensure that you can hear streaming audio prior to the start of the meeting. We encourage you to access the 2024 Annual Meeting online prior to the start time. The only item of information needed to access the virtual annual meeting from the website is the control number, which is the 15-digit number located in the shaded bar on the Notice you receive or on the proxy card.

Have the Notice or proxy card available when you access the website and then follow the instructions. If you are a stockholder of record, you are already registered for the virtual meeting. If you hold your shares beneficially, you must register in advance to attend the virtual meeting, vote, and submit questions. To register in advance, you must obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be directed to Computershare via email at legalproxy@computershare.com or by mail:

Computershare
AECOM Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Central Time, on March 14, 2024.

Even if you plan to attend the virtual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Stockholders of record and beneficial owners who duly registered to attend the 2024 Annual Meeting will be able to vote their shares and submit questions at any time during the virtual meeting by following the instructions on the website referenced above. You will be able to vote your shares electronically while attending the 2024 Annual Meeting via the virtual meeting platform by following the instructions on the website. You may also submit questions in advance of the 2024 Annual Meeting beginning approximately two weeks prior to the meeting by logging into www.meetnow.global/M776YJP and following the instructions on the website.

Our aim is to offer stockholders rights and participation opportunities during our virtual annual meeting that are comparable to those of in-person annual meetings, using online tools to facilitate stockholder access and

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participation. We will answer questions that comply with the meeting rules of conduct during the annual meeting of stockholders, subject to time constraints. If we receive substantially similar questions, we will group such questions together. Questions relevant to meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.

If you have technical difficulties or trouble accessing the virtual meeting, you can access support by calling 888-724-2416 (domestic) or +1-781-575-2748 (international).

Year End Reporting Convention

We report our results of operations based on 52- or 53-week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the fiscal year ended on September 30.

~~Table~~ Fiscal 2023 consisted of ~~Contents~~

a 52-week period.

Majority Voting; Director Resignation Policy

In uncontested elections, directors will be elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In uncontested elections, any director who is not elected by a majority of the votes is expected to tender his or her resignation to the Nominating and Governance Committee (“Nominating Committee”). The Nominating Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the election results.

~~PROPOSAL 1~~
~~ELECTION~~TABLE OF ~~DIRECTORS~~

~~Our~~CONTENTS

Proposal 1
Election of Directors

We are nominating 9 directors for election to our Board, ~~is currently composed~~all of 10whom are current members 9 of ~~whom~~our Board that are standing for re-election at the ~~2018~~2024 Annual ~~Meeting for a one-year term. Mr. Joos is not standing for re-election at the 2018 Annual Meeting and we thank Mr. Joos for his past service on the Board.~~Meeting. Directors elected at the ~~2018~~2024 Annual Meeting will serve until the ~~2019~~2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. If a quorum is present at our ~~2018~~2024 Annual Meeting, the ~~9 nominees receiving~~directors will be elected by a majority of the ~~greatest~~votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director, with any director who is not elected by a majority of the votes cast being expected to tender his or her resignation to the Nominating Committee. The Nominating Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be ~~elected.~~

taken. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the election results.

Shares represented by proxies will be voted, if authority to do so is not withheld, for the election of each of the 9director nominees named in this Proxy Statement. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each of the nominees has consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable or unwilling to serve if elected as a ~~director.~~director, except as set forth in the remainder of this paragraph. In the event that any nominee is unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as our Board may propose.

~~Director Qualifications~~

Director Qualifications

The Board believes that ~~as a whole, board~~its members should collectively possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee the ~~Company's~~Company’s business. The Nominating ~~and Governance~~ Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the ~~Company's~~Company’s Corporate Governance Guidelines, include the highest professional and personal ethics and values, commitment to enhancing stockholder value with sufficient time to effectively carry out his or her duties and business acumen. In considering director candidates, the Nominating ~~and Governance~~ Committee looks for business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation and public policy and the absence of potential conflicts with the ~~Company's~~Company’s interests. In particular, the Nominating ~~and Governance~~ Committee seeks candidates that have skills/experience in the following areas, each of which it is views as particularly important: senior leadership experience, industry experience, ~~public/private~~public company ~~board~~ experience, financial expertise, government/regulatory expertise and international expertise. The Nominating ~~and Governance~~ Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds.

The Nominating ~~and Governance~~ Committee periodically reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the ~~Company's~~Company’s stockholders. In conducting this assessment, the Nominating ~~and Governance~~ Committee considers diversity, skills and such other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual directors, as the ~~Company's~~Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From time to time, while identifying director candidates, the Nominating ~~and Governance~~ Committee may establish specific skills and experience that it believes the Company should seek ~~in order~~ to constitute a balanced and effective Board.

Further, the Company’s Corporate Governance Guidelines provide that the Board should be comprised of individuals with diverse backgrounds and perspectives and should include representation of individuals from underrepresented communities, including people of different genders, experiences, ages, races and ethnic backgrounds.

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Board Skills and Experience

Board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee AECOM’s business. The following sections summarize the specific skills, professional experience and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors.

Bradley W. Buss

Lydia H. Kennard

Derek J. Kerr

Kristy Pipes

Troy Rudd

Douglas W. Stotlar

Daniel R. Tishman

Sander van ’t Noordende

General Janet C.
Wolfenbarger

Corporate Governance Considerations

Independent Director

✓

Financially Literate (NYSE Rules)

✓

Experience

Senior Leadership

✓

Chief Executive Officer (CEO)

✓

Public Company (Board or Executive)

✓

Government

✓

International Operations

✓

Strategic Experience

Financial

✓

Industry / Project Delivery

✓

Infrastructure

✓

Regulatory

✓

Strategy & Business Development

✓

Customer Experience

✓

Talent & Organization Development

✓

Risk Management

✓

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Nominees for Election at the 2024 Annual Meeting

Board Diversity

As part of our efforts to promote diversity of background and experience on our Board, nominees for election as directors at the 2024 Annual Meeting include three women, including one African American woman, and one director who self-identifies as LGBTQ+.

Nominees for Directors

The following section sets forth certain background information on the 9 nominees for election as directors ~~each of whom is a current director of the Company,~~ as well as each ~~individual's~~individual’s specific experience, qualifications and skills that led our Board to conclude that each such ~~nominee/~~director nominee should serve on our Board.

~~Nominees for Directors~~

~~Michael S. Burke~~~~, 54, was appointed~~

Bradley W. Buss

Age: 60

Director Since: 2020

Board Committees:

•

Audit

•

Compensation and Organization

•

Nominating and Governance (Chair)

Mr. Buss brings to our Board executive experience and extensive financial and accounting expertise with both public and private technology-focused companies in diverse industries. Mr. Buss’ prior experience as the Chief Financial Officer of publicly-traded companies and his prior and current service on public company boards enable him to provide valuable insight to our Board on issues that impact public companies.

Business Experience

SolarCity Corporation

•

Chief Financial Officer (2014 – 2016)

Cypress Semiconductor Corporation

•

Chief Financial Officer (2005 to 2014)

Public Boards

QuantumScape Corporation (2020 – Present)
Marvell Technology, Inc. (2018 – Present)
TuSimple (2020 – 2022)
Advance Auto Parts, Inc. (2016 – 2021);
Tesla, Inc. (2009 – 2019)

Private Boards and Community Service

CelLink Corp (2022 – Present)
Diamond Foundry (2018 – Present)

Education

Bachelor of Arts, Economics (McMaster University)

Business Administration Degree, Majoring in Finance and Accounting (University of Windsor)

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Lydia H. Kennard

Age: 69

Director Since: 2020

Board Committee:

•

Nominating and Governance

Ms. Kennard brings to our Board more than 40 years of executive and operational experience in real estate development and construction management. From her service on multiple public company boards, she adds important insights into operational requirements and challenges faced by public companies.

Business Experience

KDG Construction Consulting

•

Founder and Chief Executive Officer (1980 – 1994 and 2007 – Present)

KDG Aviation, LLC

•

Principal (2007 – Present)

Quality Engineering Solutions

•

President and CEO (2021 – Present)

Los Angeles World Airports

•

Executive Director (1999 – 2003 and 2005 – 2007)

Public Boards

Vulcan Materials Company (2022 – Present)
Freeport-McMoRan Inc. (2013 – Present)
Prologis, Inc. (2004 – Present)
Healthpeak Properties, Inc. (2018 – 2022)
URS Corporation (2007 – 2014)
Intermec Corporation (2003 – 2013)

Private Boards and Community Service

The University of Southern California, Life Trustee
Audit Committee of the Annenberg Foundation (2015 – Present)
Unihealth Foundation (1995 – Present)
California Air Resources Board (2004 – 2011)

Education

Bachelor of Arts, Urban Planning and Management (Stanford University)
Master’s Degree, City Planning (Massachusetts Institute of Technology)
Juris Doctor (Harvard Law School)

Derek J. Kerr

Age: 59

Director Since: 2023

Board Committee:

•

Audit

Mr. Kerr brings to our Board extensive executive, finance and accounting expertise having previously served several leadership roles at the American Airlines Group, Inc., most recently as Vice Chair of American Airlines and President of American Eagle. In addition, Mr. Kerr previously served as Executive Vice President and Chief Financial Officer of American Airlines, which has provided him with substantial knowledge dealing with complex financial and accounting matters associated with a large publicly-traded company, as well as risk management oversight.

Business Experience

American Airlines

•

Vice Chair (2022 – 2023)

•

Chief Financial Officer (2002 – 2022)

•

Various Finance Positions (1991 – 2002)

American Eagle

•

President (2020 – 2023)

Public Boards

Comerica Bank (2023 – Present)

Private Boards and Community Service

Cotton Bowl Board of Directors (2018 – Present)
Knight Commission of Intercollegiate Athletics (2016 – Present)
Dallas Regional Chamber (2015 – 2023)

Education

Bachelor of Science, Aerospace Engineering (University of Michigan)
Master of Business Administration (University of Michigan)

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Kristy Pipes

Age: 64

Director Since: 2022

Board Committee:

•

Audit (Chair)

Ms. Pipes brings to our Board extensive management, financial and accounting experience, having held several senior leadership positions throughout her career including most recently as Managing Director and CFO at Deloitte Consulting. From her service on multiple public company boards across a variety of sectors, she adds valuable insights into operational requirements and the unique challenges faced by public companies.

Business Experience

Deloitte Consulting

•

Managing Director and Chief Financial Officer (2015 – 2019)

•

Various leadership roles (1999 – 2014)

Transamerica Life Companies

•

Vice President and Manager, Finance Division (1996 – 1999)

Public Boards

Public Storage (2020 – Present)
EXLService (2021 – Present)
Savers Value Village (2021 – Present)
PS Business Parks (2019 – July 2022)

Education

Bachelor of Arts, Business Economics (University of California, Los Angeles)
Master of Business Administration (University of California, Los Angeles)

Troy Rudd

Age: 59

Director Since: 2020

Mr. Rudd brings to our Board a critical vantage point as Chief Executive Officer of the Company and, accordingly, the director closest to the Company’s day-to-day operations. Mr. Rudd has extensive executive experience in the engineering, design and construction sector, professional services sector, finance, public company matters, international business, strategic planning, and mergers and acquisitions.

Business Experience

AECOM

•

Chief Executive Officer and Director (2020 – Present)

•

Chief Financial Officer (2015 – 2020)

•

Chief Operating Officer, Design Consulting Services (“DCS”) Americas and Chief Financial Officer, DCS Global (2014 to 2015)

•

Senior Vice President, Corporate Finance and Treasurer (2012 – 2015)

•

Various Financial Leadership Roles (2009 – 2012)

KPMG LLP (1998 – 2009)

•

Partner

Public Boards

AECOM (2020 – Present)

Private Board and Community Service

SMU Lyle School of Engineering Executive Board (2023 – Present)
Sustainable Markets Initiative (2023 – Present)

Education

Bachelor of Science (University of British Columbia)
Master of Science, Taxation (Golden Gate University)

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Douglas W.
Stotlar

Age: 63

Director Since: 2014

•

Chairman of the Board

Board Committee:

•

Audit

•

Compensation and Organization

Mr. Stotlar brings to our Board substantial knowledge of the transportation sector. As a former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends.

Business Experience

Con-way Inc.

•

President, Chief Executive Officer and Director (2005 – 2015)

Con-way Transportation Services Inc.

•

President and Chief Executive Officer (2004 – 2005)

•

Executive Vice President and Chief Operating Officer (2002 – 2004)

•

Executive Vice President of Operations (1997 – 2002)

Public Boards

Reliance Steel & Aluminum Co. (2016 – Present)
LSC Communications, Inc. (2016 – 2021)
URS Corporation (2007 – 2014)

Private Board and Community Service

Reddy Ice (2019 – Present)
Mauser Packaging Solutions (2017 – Present)
Stone Canyon Industries, LLC (2016 – Present)
Grieve Well (2009 – Present)

Education

Bachelor of Science, Business (The Ohio State University)

Daniel R.
Tishman

Age: 68

Director Since: 2010

Board Committee:

•

Compensation and Organization (Chair)

•

Nominating and Governance

Mr. Tishman brings to our Board strong knowledge, management, and operational experience in the real estate and construction management industry in particular on large-scale development projects such as the rebuilding of the World Trade Center site in New York City and other major projects.

Business Experience

Tishman Holdings Corporation

•

Chairman and Executive Vice President (1997 – Present)

Tishman Construction Corporation

•

Chairman of the Board and Chief Executive Officer (1991 – 2010)

AECOM

•

Vice-Chairman (2010 – March 2018)

Private Boards and Community Service

Montefiore Medicine (2018 – Present)
Real Estate Board of New York (2014 – Present)
NexWave Capital Partners LLC (2008 – Present)
National September 11 Memorial & Museum (2005 – Present)

Education

Bachelor of Science, Ecology and Planning (Evergreen State College)
Master of Science, Environmental Studies (Lesley College)

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Sander van ’t
Noordende

Age: 60

Director Since: 2021

Board Committee:

•

Compensation and Organization

•

Nominating and Governance

As the CEO of Randstad, a global talent company, Mr. van ’t Noordende brings to our Board deep leadership experience in the human and professional services sectors. Before Randstad he served on Accenture’s global management committee for 13 years.

Business Experience

Randstad

•

CEO (2022 – Present)

•

Member of Executive Board (Jan – March 2022)

•

Member of Supervisory Board (2021)

Accenture

•

Products Operating Group, Group Chief Executive (2013 – 2020)

•

Management Consulting, Group Chief Executive (2011 – 2013)

•

Resources Operating Group, Group Chief Executive (2006 – 2011)

•

Various leadership roles (1987 – 2006)

Public Boards

Randstad (2021 – Present)
Micro Focus (2020 – 2022)

Private Board and Community Service

Virtusa (5/2021 – 12/2021)
Out and Equal (2021)

Education

Master’s Degree, Industrial Engineering, specializing in Finance and Marketing (Eindhoven University of Technology, Netherlands)

[MISSING IMAGE: ph_genjanetcwolfenbar-4clr.jpg]

Gen. Janet C.
Wolfenbarger

Age: 65

Director Since: 2015

Board Committee:

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Audit

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Nominating and Governance

General Wolfenbarger brings to our Board a distinguished career as a senior leader in the military, including serving as the Air Force’s first female four-star general. In addition to significant international experience, these qualifications provide our Board with valuable government-related expertise supportive of our global business operations and public-sector client roster.

Public Service

Air Force Materiel Command, Wright-Patterson Air Force Base

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Commander, Air Force Materiel Command (2012 – 2015)

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Commander, C17 Systems Group for the Aeronautical Systems Center (2002 – 2005)

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Director, B2 System Program Office (2000 – 2002)

Pentagon

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Military Deputy to the Assistant Secretary of the Air Force for Acquisition (2011 – 2012)

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Service’s Director of the Acquisition Center of Excellence (2005 – 2006)

Private Boards and Community Service

FIRST (For Inspiration and Recognition of Science and Technology) (2022 – Present)
Massachusetts Institute of Technology Corporation (2020 – Present)
Falcon Foundation (2016 – Present)
KPMG LLP (2018 – 2023)

Education

Bachelor of Science, Engineering Sciences (U.S. Air Force Academy)
Master of Science, Aeronautics and Astronautics (Massachusetts Institute of Technology)
Master of Science, National Resource Strategy (National Defense University)

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Vote Required and was elected to the Board in March 2014. In March 2015, Mr. Burke was appointed Chairman of the Board; see also the section entitled"CORPORATE GOVERNANCE — BOARD LEADERSHIP STRUCTURE." He previously served as President of AECOM from October 2011 to March 2014, Chief Financial Officer from December 2006 to September 2011 and Executive Vice President from May 2006 to September 2011. He also served as Chief Corporate Officer from

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May 2006 to January 2009. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy, in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm KPMG LLP. He served in various senior leadership positions, including as a Western Area Managing Partner from 2002 to 2005 and as a member of KPMG LLP's Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and was a member of the Audit and Finance Committee. Additionally, he served on the Board of Director of Rentech Nitrogen Partners L.P. and Rentech Inc. until April 2016 and June 2017, respectively. Mr. Burke also serves on various charitable and community boards.

Mr. Burke brings to our Board a thorough understanding of AECOM's business, industry and operations based on his senior positions, including as Chief Executive Officer of the Company. Mr. Burke also brings extensive accounting, financial and business experience as a result of his tenure and senior positions at KPMG LLP.

~~James H. Fordyce~~, 58, was appointed to our Board in February 2006. Mr. Fordyce is the Co-Founder and Co-Chief Executive Officer of Stone Canyon Industries LLC, a global industrial holding company founded in 2014. He was a Managing Director at J.H. Whitney Capital Partners LLC, a private investment firm, from 1996 to 2014. Mr. Fordyce began his career at Chemical Bank in 1981 and later joined Heller Financial Inc. Mr. Fordyce serves on various charitable and community boards, including Providence Saint John's Health Center Local Board of Directors, where he is the treasurer, and the Unit Scholarship Fund honoring those Special Operations Soldiers who selflessly serve our Nation.

Mr. Fordyce brings to our Board significant financial and investment experience as a result of his position at Stone Canyon Industries LLC and J.H. Whitney Capital Partners LLC, where he oversaw significant debt and equity investments for the firm. In addition, he brings experience from his current and prior service on private and public company boards.

~~Senator William H. Frist~~, 65, was appointed to our Board in October 2014 in connection with AECOM's acquisition of URS Corporation. He previously served as a director of URS Corporation from November 2009 until AECOM's acquisition of URS in October 2014. Senator Frist has served as a partner at Cressey & Company LP, a private investment firm, since 2007. He also served as Distinguished University Professor at Vanderbilt University from 2008 until 2010. Senator Frist was a United States Senator from Tennessee from 1995 until 2007, and was Majority Leader of the United States Senate from 2003 until 2007. He has served as a director of Select Medical Corporation since May 2010. Senator Frist serves on the boards of several other organizations, including the Kaiser Family Foundation, the Robert Wood Johnson Foundation, Aegis Science Corporation and Accolade Inc.

Senator Frist's experience as a legislator, including as former Majority Leader of the United States Senate, gives him the leadership and consensus-building skills necessary to assist our Board in a range of its activities. He has extensive knowledge of the workings of government and, as a former member of the Senate Finance Committee, of the federal budgeting process, which is beneficial given that a portion of our business activities are regulated and directly affected by governmental actions.

~~Linda Griego~~, 70, was appointed to our Board in May 2005. Ms. Griego has served as President and Chief Executive Officer of Griego Enterprises Inc. a business management company, since 1985. She was the Founder and Managing General Partner of Engine Co. No. 28, a restaurant in downtown Los Angeles, from 1988 until 2010. She also served as Interim President and Chief Executive Officer of the Los Angeles Community Development Bank and was Deputy Mayor of Los Angeles. She is currently a director of CBS Corporation and the American Balanced Fund, the Income Fund of America, the International Growth and Income Fund, the Developing World Growth and Income Fund, the Smallcap World Fund, the Growth Fund of America, and the Fundamental Investors, which are managed by Capital Group.

Ms. Griego is a chair of the MLK Health and Wellness Community Development Corporation and serves as a trustee of the David and Lucile Packard Foundation and the Ralph M. Parsons Foundation. She previously chaired the Board of Southwest Water Company and served as a Los Angeles Branch Director of the Federal Reserve Bank of San Francisco.

Ms. Griego brings executive management experience and expertise in government relations and public policy through her government appointments and service on not-for-profit boards. Her service on the boards of a number of large companies, including her prior service as the Independent Chair of Southwest Water Company,

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~~provides our Board with insight regarding corporate governance matters, which is a key area of focus in today's corporate environment.~~

~~Dr. Robert J. Routs~~, 71, was appointed to our Board in December 2010. From 2004 until his retirement in 2008, Dr. Routs served as Executive Director, U.S. downstream operations, of Royal Dutch Shell plc, part of a global group of energy and petrochemical companies, and as Chairman of Shell Canada. Prior to that time, he served as Group Managing Director for oil products and refining from 2003 to 2004; President and Chief Executive, Shell Oil Products U.S. from 2002 to 2003; and President and Chief Executive, Equilon Enterprises LLC, a Shell-Texaco joint venture, from 2000 to 2002. Dr. Routs began his career at Royal Dutch Shell in 1971, serving in regional manufacturing and global general manager positions throughout his tenure. He also serves on the Board of Directors of AEGON N.V., AP Moller-Maersk, ATCO Ltd. and Royal DSM N.V., however, Dr. Routs has announced his intention to leave the AEGON N.V. board of directors in May 2018. Dr. Routs previously served on the Board of Directors of Royal KPN until 2014 and Canadian Utilities from 2008 to 2012.

Dr. Routs was appointed to our Board for his global energy sector leadership as well as his operating and board experience. These qualifications provide our Board with valuable international business experience and knowledge, which is particularly relevant in light of the global scope of the Company's operations.

~~Clarence T. Schmitz~~, 69, was named to our Board in June 2014. He served as Chairman, Co-founder and Chief Executive Officer of Outsource Partners International Inc., a provider of finance, accounting and analytics outsourcing services, until his retirement in June 2012. He was previously Executive Vice President and Chief Financial Officer of Jefferies Group Inc. from January 1995 to January 2000. He held a number of leadership positions at KPMG LLP from June 1970 to January 1995, including National Managing Partner, and served on its Board of Directors and Management Committee. Mr. Schmitz has served as ChairmanRecommendation of the Board of ~~Trustees~~Directors

Directors are elected by a majority of the ~~National Childhood Cancer Foundation~~votes cast for and ~~on the Board~~against by holders of ~~Trustees of The City of Hope.~~

~~Mr. Schmitz brings to our Board an extensive career in the professional services industry that spans four decades, with significant global experience as an executive and board member.~~

~~Douglas W. Stotlar,~~ 57, was appointed to our Board in October 2014 in connection with AECOM's acquisition of URS Corporation. He previously served as a director of URS Corporation from March 2007 until AECOM's acquisition of URS in October 2014. Mr. Stotlar served as President, Chief Executive Officer and Director of Con-way Inc., a transportation and logistics company (previously known as CNF Inc.), from April 2005 until October 2015. He served as President and Chief Executive Officer of Con-way Transportation Services Inc., a regional trucking subsidiary (CTS), from 2004 until 2005. Mr. Stotlar also served as CTS' Executive Vice President and Chief Operating Officer from 2002 until 2004, and as CTS' Executive Vice President of Operations from 1997 until 2002. He also served as Vice President at large and was a member of the executive committee of the American Trucking Association and as a director for the Detroit branch of the Federal Reserve Bank of Chicago. Mr. Stotlar currently serves as a director at Reliance Steel & Aluminum Co. and as a director at LSC Communications, Inc. In addition, he serves on the board of a not-for-profit organization.

Mr. Stotlar brings to our Board substantial knowledge of the transportation and logistics sector, which is relevant to our business activities. In addition, due to his prior experience as the former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends.

~~Daniel R. Tishman~~, 62, was appointed to our Board and as Vice Chairman of the Company in July 2010 in connection with our acquisition of Tishman Construction Corporation. He has also served as Chairman of the Board of Directors and Chief Executive Officer of Tishman Construction, a leading construction management firm, since 2000, and is Vice Chairman and a member of the Board of Tishman Hotel & Realty LP. Mr. Tishman serves on the boards of the Real Estate Board of New York, the Natural Resources Defense Council, the Albert Einstein College of Medicine, the National September 11 Memorial & Museum and the UJA-Federation of NY. He also serves as an adviser to several government organizations.

Mr. Tishman brings to our Board strong knowledge, management and operational experience in the construction management industry, in particular on large-scale development projects such as the rebuilding of the World Trade Center site in New York City and other major projects.

~~General Janet C. Wolfenbarger, USAF Retired~~~~, 59, was appointed to our Board in August 2015. General Wolfenbarger has served as a 35-year veteran of the Air Force and was the branch's first female four-star~~

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general, where she commanded the Air Force Materiel Command (AFMC) at Wright-Patterson Air Force Base in Ohio from 2012 until her retirement on July 1, 2015. General Wolfenbarger also served as the military deputy to the Assistant Secretary of the Air Force for Acquisition and as the Service's Director of the Acquisition Center of Excellence at the Pentagon. General Wolfenbarger also directed the B-2 System Program Office and commanded the C-17 Systems Group for the Aeronautical Systems Center at Wright-Patterson. After her retirement, General Wolfenbarger was selected to serve as the Chair of the Defense Advisory Committee on Women in the Services (DACOWITS), as Honorary Co-Chair of the Woman in Military Service for America Memorial (WIMSA) Board, and as a Trustee of the Falcon Foundation. She also serves as a consultant on the Strategic Advisory Board of Physical Optics Corporation.

General Wolfenbarger brings to our Board a distinguished career serving as a senior leader in the military as well as significant international experience. These qualifications provide our Board with valuable international and government-related experience, which is particularly relevant in light of our extensive global government business operations.

~~Vote Required and Recommendation of the Board of Directors~~

~~The vote of a plurality of the~~ shares ~~present in person or represented by proxy and~~ entitled to vote ~~on the election of directors~~ at the ~~2018~~2024 Annual ~~Meeting is required to elect the nominees to the Board.~~Meeting. This means that for each director the ~~9 individuals nominated for election to~~number of votes cast “FOR” the ~~Board who receive~~director must exceed the ~~most "FOR"~~number of votes ~~(among votes properly~~ cast ~~in person or by proxy) will be elected.~~“AGAINST” the director. Abstentions and broker non-votes ~~are~~will not ~~counted for purposes of the election of directors.~~

be considered votes cast.

The Board of Directors recommends that you voteFOR the election of each nominee for director.

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~~PROPOSAL 2~~
~~RATIFICATION~~TABLE OF ~~SELECTION OF INDEPENDENT~~
~~REGISTERED PUBLIC ACCOUNTING FIRM~~

CONTENTS

Proposal 2
Ratification of Selection of Independent
Registered Public Accounting Firm

The Audit Committee of our Board has retained Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending September 30, ~~2018.~~2024. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 1990. A representative of Ernst & Young LLP is expected to be present at the ~~2018~~2024 Annual Meeting, ~~and~~ will have an opportunity to make a statement if the representative so desires, and will be available to respond to appropriate questions.

~~Reasons for the Proposal~~

Reasons for the Proposal

The selection of our independent registered public accounting firm is not required to be submitted for stockholder approval, but the Audit Committee of our Board is seeking ratification of its selection of Ernst & Young LLP from our stockholders as a matter of good corporate practice. If stockholders do not ratify this selection, the Audit Committee of our Board will reconsider its selection of Ernst & Young LLP and will, in its sole discretion, either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the ~~Company's~~Company’s best interests and the best interests of our stockholders.

~~Vote Required and Recommendation of the Board of Directors~~

Reasons for Recommendation to Appoint Ernst & Young as the Company’s Independent Registered Public Accounting Firm

As with previous years, the Audit Committee undertook a review of Ernst & Young LLP in determining whether to select Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024 and to recommend ratification of its selection to the Company’s stockholders. In that review, the Audit Committee considered a number of factors including:

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continued independence of Ernst & Young LLP;

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length of time Ernst & Young LLP has been engaged by the Company;

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senior management’s assessment of Ernst & Young LLP’s performance;

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audit and non-audit fees;

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capacity to appropriately staff the audit;

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geographic and subject matter coverage;

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lead audit engagement partner performance;

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overall performance;

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qualifications and quality control procedures; and

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whether retaining Ernst & Young LLP is in the best interests of the Company and its stockholders.

Based upon this review, the Audit Committee believes that Ernst & Young LLP is independent and that it is in the best interests of the Company and our stockholders to retain Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2024.

In accordance with the Sarbanes Oxley Act and the related SEC rules, the Audit Committee limits the number of consecutive years an individual partner may serve as the lead audit engagement partner to the Company. The maximum number of consecutive years of service in that capacity is five years. The current lead audit engagement partner is in his third year in that role.

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Vote Required and Recommendation of the Board of Directors

The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock present ~~in person~~ or represented by proxy and entitled to vote on the proposal at the ~~2018~~2024 Annual Meeting. Abstentions will be counted as present and will have the effect of a vote against the proposal. Brokers have discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this proposal will be considered broker non-votes.

The Board of Directors recommends that you voteFOR the ratification of Ernst & Young LLP.

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~~PROPOSAL~~

Proposal 3
~~ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~

Advisory Resolution to Approve
Executive Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, on an advisory basis, ~~AECOM's~~AECOM’s executive compensation as reported in this Proxy Statement.

At AECOM, executive compensation plans are driven by both short- and long-term financial performance metrics that are designed to ~~enhance financial performance and drive~~incentivize our Named Executive Officers (NEOs) to maximize long-term stockholder ~~value.~~value creation. As such, based on direct stockholder feedback, ~~AECOM's~~AECOM’s executives are incentivized ~~on earnings,~~via an annual cash ~~flow and total shareholder return.~~

~~Financial & Strategic Accomplishments Drove Strong Stock Performance~~

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~~Revenue increased by 5% and organic revenue increased by 4%~~¹ ~~in fiscal year 2017, which was a key objective that reflects strong execution of the Company's strategy and vision.~~

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~~Operating cash flow of $697 million and free cash flow~~² ~~of $618 million in the year, building on a demonstrated track record of delivering industry-leading cash flow performance.~~

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~~Consistently strong cash flow since closing the URS transaction in October 2014, enabled three key actions in fiscal year 2017:~~

–: The $175 million acquisition of Shimmick Construction to enhance the Company's integrated delivery offering with a strong civil construction platform in the Western U.S. that complements our leading design capabilities;
–: ~~Announcement of a new capital allocation policy focused on continued debt reduction and a $1 billion stock repurchase program; and~~
–: ~~The issuance of a $1 billion, 10-year bond at historically attractive interest rates, with the proceeds used to reduce existing indebtedness.~~

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~~Substantial investments in business development resulted in 11% total backlog growth, including a record of over $23 billion of wins, which resulted in a record $48 billion backlog.~~

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The Company sold its first AECOM Capital property for an approximately 30% internal rate of return, which was in addition to fees earned by the Construction Services segment. The sale marked a major milestone in the advancement of the Company's design, build, finance and operate vision, and was a key precedent transaction that cements the Company as a development partner of choice.

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~~As a reflection of these accomplishments, AECOM delivered Total Shareholder Return (TSR) of 24% in fiscal year 2017, substantially outperforming the Engineering & Construction (E&C) industry peers~~³bonus plan and the ~~Company's Proxy Group.~~

1: ~~Defined at constant currency and excludes revenue associated with actual and planned non-core asset and business dispositions.~~
2: ~~Free cash flow is defined as cash flow from operations less capital expenditures net~~grant of ~~proceeds from disposals.~~
3: ~~E&C peers include: Chicago Bridge & Iron Company N.V., Fluor, Jacobs Engineering Group and KBR.~~

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~~New Capital Allocation Policy Further Aligns Management with Stockholders~~

~~In September 2017, the Company announced a new~~certain long-term ~~capital allocation policy designed to maximize stockholder value. The policy includes~~equity awards that include without limitation the following ~~core components:~~

•: ~~Allocating substantially all free cash flow to debt reduction until achieving net debt-to-EBITDA~~⁴ ~~of 2.5x, which is expected to occur by the end of fiscal year 2018.~~
•: ~~Upon achievement of 2.5x net leverage, the Company intends to~~performance metrics: adjusted earnings per share, return ~~substantially all free cash flow to investors through a new $1 billion stock repurchase authorization as part of the longer-term~~on invested capital, ~~allocation framework.~~
•: ~~Acquisitions are expected to be limited to strategic, niche targets that will not adversely impact the Company's 2.5x net leverage target.~~

and relative total stockholder return.

We urge stockholders to read the ~~"COMPENSATION DISCUSSION AND ANALYSIS"~~“Compensation Discussion and Analysis” section in this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as ~~the"SUMMARY COMPENSATION TABLE"~~the “Summary Compensation Table” and related compensation tables and narrative, which provide detailed information on the compensation of our NEOs. The ~~Compensation/~~Compensation and Organization Committee (“Compensation Committee”) and the Board believe that the policies, procedures and programs articulated in the ~~"COMPENSATION DISCUSSION AND ANALYSIS"~~“Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our NEOs reported in this Proxy Statement has supported and contributed to the ~~Company's~~Company’s success.

We are asking stockholders to approve the following advisory resolution at the ~~2018~~2024 Annual Meeting:

RESOLVED, that the stockholders of AECOM ~~(the "Company")~~ approve, on an advisory basis, the compensation of the ~~Company's~~Company’s Named Executive Officers, disclosed pursuant to Item 402 of Regulation S-K, set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the ~~Company's 2018~~Company’s 2024 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a ~~"Say-on-Pay"~~“Say-on-Pay” resolution, is ~~non-binding~~nonbinding on the Company, the Board and the ~~Compensation/Organization~~Compensation Committee and will not be construed as overruling a decision by, nor creating nor implying any additional fiduciary duty for the Company, the Board ~~of the Directors~~ or the ~~Compensation/Organization~~Compensation Committee. However, the Board and the ~~Compensation/Organization~~Compensation Committee will review and consider the voting results on this proposal when evaluating our executive compensation program.

~~Vote Required and Recommendation of the Board of Directors~~

Vote Required and Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the shares of common stock present ~~in person~~ or represented by proxy and entitled to vote ~~on the advisory resolution on the Company's executive compensation~~ at the ~~2018~~2024 Annual Meeting is required to approve the advisory resolution on the ~~Company's~~Company’s executive compensation. Abstentions will be counted as present and will have the effect of a vote against the proposal. Broker non-votes will not be counted as participating in the voting on the proposal and will therefore have no effect on the outcome of the vote on the proposal.

The Board of Directors recommends that you voteFOR the advisory resolution to approve executive compensation.

4: ~~Net debt-to-EBITDA is comprised of EBITDA as defined in the Company's credit agreement and net debt as defined as total debt on the Company's financial statements, net of cash and cash equivalents.~~

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~~PROPOSAL 4~~
~~STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER MEETINGS~~

Mr. John Chevedden, 2215 Nelson Ave., No. 205 Redondo Beach, Calif. 90278, the beneficial owner of shares of the Company's common stock with a market value of more than $2,000, has requested that we include the following stockholder proposal and supporting statement in our proxy statement for the 2018 Annual Meeting. The stockholder proposal is required to be voted on at our Annual Meeting only if properly presented at the meeting. The stockholder proposal is presented verbatim below, and we disclaim all responsibility for the content or accuracy of the proposal or the proponent's supporting statement. The Board of Directors recommends a vote~~AGAINST~~ ~~this proposal for the reasons stated in our "Board of Directors' Statement in Opposition," which follows the proposal:~~

~~Proposal 4 — Special Shareowner Meetings~~

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board's current power to call a special meeting.

Hundreds of Fortune 1000 companies allow Stockholders to call special meetings. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. (See negative director votes of concern below.) Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This is important because there could be 15-months or more between annual meetings.

~~If our management adopts this proposal it will be one sign that management values our shareholder input.~~

~~Our clearly improvable 'Corporate governance (as reported in 2017) is an added incentive to vote for this proposal. Issues of concern include:~~

•: ~~Related Party Transactions~~
•: ~~Severance Vesting issues~~
•: ~~Expense Recognition issues~~
•: ~~Negative Director Votes~~

~~The following were 2017 negative director votes of particular concern:~~

~~Robert Routs    27%~~
~~James Fordyce    22%~~
~~Clarence Schmitz    21%~~
~~Linda Griego    21%~~

Furthermore, these 4 directors were on our executive pay committee. It was disturbing that executive pay received 47% in negative votes from shareholder in 2017 — once of the worse executive pay votes in 2017.

~~Returning to the core topic of this proposal from the context of our clearly improvable corporate performance,~~

~~Please vote to enhance shareholder value:Special Shareholder Meetings — Proposal 5~~

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~~PROPOSAL 4~~
~~BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL~~

~~After careful consideration, our Board recommends that stockholders voteAGAINST~~ ~~this proposal.~~

AECOM is supportive of a stockholder right to call a special meeting and the Board amended our Bylaws on November 15, 2017, to allow stockholders owning 25% or more of our outstanding common stock to call a special stockholder meeting upon written request to the Board. The Board adopted the special meeting right after careful consideration and believes that our existing special meeting right is most appropriate for AECOM and our stockholders at this time.

By amending our Bylaws, the Board sought to balance providing stockholders with a meaningful right to call a special meeting while also safeguarding the long-term interests of AECOM and its stockholders.

The Board evaluated a number of different factors in adopting the stockholder right to call a special meeting, including the interests of our total stockholder base, the resources required to convene a special meeting and the existing opportunities our stockholders have to engage with the Company between annual meetings to provide their perspectives and engage in substantive dialogue. The Board also considered the characteristics and composition of our stockholder base, including, as disclosed on page 70 that a single investor holds over 14.4% of our outstanding common stock and three additional stockholders each hold approximately 7.7%, 7.4% and 5.1% of our common stock. The Board believes that allowing stockholders owning 25% or more of our outstanding common stock the right to call a special meeting strikes a reasonable balance between enhancing our stockholders' ability to act on important and urgent matters and protecting against misuse of the right by a few individuals whose interests may not be shared by the majority of stockholders. In addition, the Board believes that the 25% threshold is the most common special meeting threshold in place at other public companies.

Convening a meeting of stockholders also imposes significant administrative and operational costs since we must prepare proxy statements, print and distribute materials, solicit proxies, and tabulate votes. The Board and management must devote time to preparing for and conducting the meeting, distracting them from managing the business and enhancing returns for all stockholders. Because special meetings require a considerable diversion of resources, they should be limited to circumstances where a substantial number of stockholders believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. Unlike a 10% ownership threshold, our 25% threshold prevents a small minority of stockholders (or even a single stockholder) from calling a special meeting and imposing these costs on all stockholders even when most stockholders do not want a special meeting. Therefore, the Board believes that the existing 25% threshold contained in our recently amended Bylaws provides a balanced right for our stockholders to call a special meeting and that the adoption of this stockholder proposal is not necessary.

~~Vote Required and Recommendation of the Board of Directors~~

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the 2018 Annual Meeting is required to approve the stockholder proposal. Abstentions will be counted as present and will have the effect of a vote against the proposal. Broker non-votes will not be counted as participating in the voting on the proposal and will therefore have no effect on the outcome of the vote on the proposal.

~~The Board of Directors recommends that you voteAGAINST~~ ~~the stockholder proposal.~~

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~~CORPORATE GOVERNANCE~~

~~Board Meetings~~

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Corporate Governance

Board Meetings

During our fiscal year ended September 30, ~~2017,~~2023, our Board met four times, the Audit Committee met ~~five~~four times, the ~~Compensation/Organization~~Compensation Committee met three times and the Nominating ~~and Governance~~ Committee met ~~once and the Strategy, Risk and Safety Committee met six~~four times. Each incumbent director attended ~~at least~~more than 75% of the aggregate of (1) the total number of meetings of our Board and (2) the total number of meetings held by all standing committees of the Board on which he or she served during fiscal year ~~2017.~~

2023.

~~Director Independence~~

Director Independence

~~Currently, 8~~

Eight of the ~~10 members of our Board~~nine director nominees are independent directors as defined in accordance with the listing standards of the NYSE. These standards provide that a director is independent only if our Board affirmatively determines that the director has no direct or indirect material relationship with the Company. They also specify various relationships that preclude a determination of director independence. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, our Board, upon the recommendation of our Nominating ~~and Governance~~ Committee, annually reviews the independence of our directors. In its most recent review, our Board considered, among other things, the employment relationships between the Company and our directors and their families; the other specific relationships that would preclude a determination of independence under the NYSE independence rules; any affiliation of the ~~Company's~~Company’s directors and their families with the ~~Company's~~Company’s independent registered public accounting firm, compensation consultants, legal counsel and other consultants and advisors; any transactions with directors and members of their families that would require disclosure in this Proxy Statement under U.S. Securities and Exchange Commission ~~("SEC"~~(“SEC”) rules regarding related ~~person~~party transactions; and the ~~modest~~ amount of our contributions to non-profit organizations of which some of our directors or members of their families are associated.

~~Our Nominating and Governance Committee and the~~

The Board determined that the following ~~members were~~director nominees are independent as determined by the standards of the NYSE: ~~James~~Bradley W. Buss, Lydia H. ~~Fordyce, Senator William H. Frist, Linda Griego, David W. Joos, Dr. Robert~~Kennard, Derek J. ~~Routs, Clarence T. Schmitz,~~Kerr, Kristy Pipes, Douglas W. Stotlar, Daniel R. Tishman, Sander van ’t Noordende and General Janet C. Wolfenbarger.

~~Board Leadership Structure~~

Board Leadership Structure

The roles of Chairman and Chief Executive Officer are separate consistent with our commitment to best-in-class governance. This leadership structure gives primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while the Chairman of the Board facilitates our Board’s independent oversight of management and promotes communication between management and our Board.

The Board has been, and continues to be, a proponent of Board independence. ~~As a result, the Company's~~The Company’s corporate governance structures and practices provide for a strong, independent Board and include several independent oversight mechanisms, including ~~a lead independent director,~~ only independent directors serving as committee chairs and the ~~directors'~~directors’ and ~~committees'~~committees’ ability to engage independent consultants and advisors.

The Audit, ~~Compensation/Organization~~Compensation and Nominating ~~and Governance~~ Committees are composed entirely of independent directors. ~~The Nominating and Governance Committee is responsible for recommending the appointment of a lead independent director, which is appointed by the Board.~~

James H. Fordyce has served and been reappointed as the lead independent director since fiscal year 2016. Mr. Fordyce brings considerable financial expertise from his past business experience as well as essential corporate governance experience from his current and prior service on private and public company boards.

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The intended purpose of establishing the position of lead independent director is to expand lines of communication between the Board and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management. The lead independent director has the following duties:

•: to organize, convene and preside over executive sessions of the non-employee and independent directors and promptly communicate approved messages and directives to the Chairman of the Board and the Chief Executive Officer;
•: ~~to consult with the Chairman of the Board and the Chief Executive Officer on agendas for Board meetings and other matters pertinent to the Company and the Board;~~
•: ~~to collect and communicate to the Chairman of the Board and the Chief Executive Officer the views and recommendations of the independent directors relating to his or her performance; and~~
•: ~~to perform such other duties and responsibilities as may be assigned from time to time by the independent directors.~~

To complement this structure, the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in the best interests of the Company. The Board believes that the decision as to who should serve in those roles, and whether such offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandate when making these determinations. Additionally, the Board believes that it needs to retain the ability to balance the independent Board structure with the flexibility to appoint as Chairman of the Board someone with hands-on knowledge of, and experience in, the operations of the Company.

Effective as of our 2015 Annual Meeting of Stockholders, the Board determined that the positions of Chairman of the Board and Chief Executive Officer would be held by Michael S. Burke. Mr. Burke has served as a key executive at the Company since 2005 where he gained unique insights into our business and the complex challenges we face, including being directly involved in the evolution of AECOM from a private company with approximately 22,000 employees into a public company with approximately 87,000 employees. The Board continues to believe that Mr. Burke is uniquely positioned to identify, lead and oversee the execution of our future strategic initiatives. The Board also believes that the established role of the lead independent director will continue to help ensure the effective independent functioning of the Board in fulfilling its oversight role. Therefore, in light of Mr. Burke's past tenure and his unique knowledge of the long-term goals of the Company, and because the lead independent director is empowered to play a significant role in the Board's oversight, the Board continues to believe that it is advantageous to continue to combine the positions of Chief Executive Officer and Chairman of the Board.

~~Executive Sessions~~

Executive Sessions

Executive sessions of non-employee directors are included on the agenda for every regularly scheduled Board and committee meeting and, during fiscal year ~~2017,~~2023, executive sessions were held at each regularly scheduled Board and committee meeting. Executive sessions are chaired by the ~~lead independent director.~~

Chairman during Board meetings, and by the respective Committee Chair during committee meetings.

~~Board's Role in Risk Oversight~~

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Board’s Role in Risk Oversight

The Board plays an active role, both as a whole and at the committee level, in overseeing management of the ~~Company's~~Company’s risks. Management is responsible for the ~~Company's~~Company’s day-to-day ~~risk-management~~risk management activities. The Company relies on a comprehensive risk management process to aggregate, monitor, measure and manage risks. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the ~~Company's~~Company’s risk management practices and capabilities, to review the ~~Company's~~Company’s risk exposure and to elevate certain key risks for discussion at the Board level. The full Board monitors risk through regular reports from each of the committee chairs and is apprised of particular risk

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management matters in connection with its general oversight and approval of corporate matters, as disclosed in the below chart:

We believe the division of risk management responsibilities described above provides an effective framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committee chairs, to exercise effective oversight of the actions of management.

~~Risk Assessment of Compensation Policies and Practices~~

Risk Assessment of Compensation Policies and Practices

In fiscal year ~~2017,~~2023, the ~~Compensation/Organization Committee's~~Compensation Committee’s independent consultant, Exequity LLP, conducted a risk assessment of the ~~Company's~~Company’s compensation policies and practices as they apply to all employees, including executive officers. Exequity LLP reviewed the design features and performance metrics of our cash and stock-based incentive programs, along with the approval mechanisms associated with each, to determine whether any of these policies and practices could create risks that are reasonably likely to have a material adverse effect on the Company.

As part of the review, several factors were noted that reduce the likelihood of excessive risk-taking:

•

Our compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long-term incentives, including ~~PEP~~Performance Earning Program (“PEP”) awards and restricted stock units (“RSU”) granted under our ~~Amended and Restated 2016~~stockholder-approved 2020 Stock Incentive Plan, which typically vest or are earned over three years.

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•

The ~~Compensation/Organization~~Compensation Committee has ultimate authority to determine, and reduce, if appropriate and consistent with applicable arrangements, compensation provided to our executive officers, including each of the NEOs.

•

The ~~Compensation/Organization~~Compensation Committee, under its charter, has the authority to retain any advisor it deems necessary to ~~fulfill~~fulfil its obligations and has engaged Exequity LLP as its independent consultant. Exequity performs services for the ~~Compensation/Organization~~Compensation Committee as described in the ~~Compensation Discussion~~“Compensation Discussion and ~~Analysis~~ Analysis” section of this Proxy Statement.

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•

Our annual incentive programs for employees are funded in the aggregate based on the results of key financial metrics. Individual payouts are based on a combination of financial metrics as well as qualitative factors.

•

Our long-term equity incentive awards, including PEP awards and restricted stock units granted under our ~~Amended and Restated 2016~~stockholder-approved 2020 Stock Incentive Plan, are all approved by either the ~~Compensation/Organization~~Compensation Committee for our executive officers or by our Chief Executive Officer for ~~non-executive~~nonexecutive officers.

•

Our NEOs are subject to stock ownership guidelines, our insider trading policy and our updated clawback policy.

Based on this assessment, the Company concluded that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

~~Committees of the Board of Directors~~

Committees of the Board of Directors

The Board ~~of the Company~~ has ~~four~~three standing committees: the Audit Committee, the ~~Compensation/Organization Committee, the Nominating and Governance~~Compensation Committee, and the ~~Strategy, Risk and Safety~~Nominating Committee. In accordance with NYSE regulations, each member of the Audit Committee, the ~~Compensation/Organization~~Compensation Committee, and the Nominating ~~and Governance~~ Committee has been determined by our Board to be ~~"independent."~~“independent.” The committees operate under written charters that are available for viewing on the ~~"Corporate Governance"~~“Corporate Governance” area of the ~~"Investors"~~“Investors” section of our website atwww.aecom.com.

The members of each of the ~~Company's~~ standing committees at the time of this filing are as follows:

Audit Committee

~~Clarence T. Schmitz,~~

Kristy Pipes, Chair
~~Senator William H. Frist~~
~~David~~
Bradley W. ~~Joos~~
Buss
Derek J. Kerr
Douglas W. Stotlar

~~Compensation/~~
General Janet C. Wolfenbarger

Compensation and Organization Committee

~~James H. Fordyce,~~

Daniel R. Tishman, Chair
~~Linda Griego~~
~~Dr. Robert J. Routs~~
~~Clarence T. Schmitz~~

Bradley W. Buss
Douglas W. Stotlar
Sander van ’t Noordende

Nominating and Governance Committee

~~Linda Griego,~~

Bradley W. Buss, Chair
~~Senator William~~
Lydia H. ~~Frist~~
~~David W. Joos~~
Kennard
Daniel R. Tishman
Sander van ’t Noordende
General Janet C. Wolfenbarger ~~USAF Retired~~

~~Strategy, Risk and Safety Committee~~

~~Dr. Robert J. Routs,~~~~Chair~~
~~James H. Fordyce~~
~~Douglas W. Stotlar~~
~~Daniel R. Tishman~~
~~General Janet C. Wolfenbarger, USAF Retired~~

Audit Committee. The Audit Committee, which is composed solely of independent directors as defined under Rule 10A-3(b)(1) of the rules of the U.S. Securities and Exchange Commission and the regulations of the NYSE, appoints the ~~Company's~~Company’s independent auditors, reviews the results and scope of the audit of our financial statements as well as other services provided by our independent auditors, reviews and approves audit fees and all non-audit services as well as reviews and evaluates our audit and control functions, including our

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internal audit function. ~~Our Audit Committee held five meetings during fiscal year 2017.~~ Our Board has determined that ~~Mr. Schmitz,~~Ms. Pipes, Chair of the Audit Committee, ~~and Mr. Joos each qualify~~qualifies as an ~~"audit~~“audit committee financial ~~expert"~~expert” as defined by the rules under the Exchange Act. The ~~"REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS"~~“Report of the Audit Committee of the Board of Directors” is included in this Proxy Statement.

~~Compensation/~~ Our Audit Committee held four meetings during fiscal year 2023.

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Compensation and Organization Committee. The ~~Compensation/Organization~~Compensation Committee, which is composed solely of independent directors as defined under the regulations of the NYSE, ~~non-employee directors, as defined under Rule 16b-3 of the Exchange Act, and outside directors for purposes of Section 162(m) of the Code,~~ oversees our compensation plans. Such oversight includes decisions regarding executive management salaries, incentive compensation and long-term compensation plans, as well as ~~Company-wide~~Companywide equity plans for our employees. Grants of equity awards by the Compensation Committee under our compensation plans are approved solely by directors who are “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act. This committee also reviews the ~~Board's~~Board’s compensation plan for non-employee directors and determines whether independent compensation consultants should be ~~utilized and oversees management succession planning.~~utilized. For further information regarding the ~~Compensation/Organization Committee's~~Compensation Committee’s processes and procedures for determining executive and ~~non-employee~~nonemployee director compensation, see the ~~"COMPENSATION DISCUSSION AND ANALYSIS"~~“Compensation Discussion and Analysis” section of this Proxy Statement. The “Report of the Compensation and Organization Committee of the Board of Directors” is included in this Proxy Statement. Our ~~Compensation/Organization~~Compensation Committee held three meetings during fiscal year ~~2017. The "REPORT OF THE COMPENSATION/ORGANIZATION COMMITTEE OF THE BOARD OF DIRECTORS" is included in this Proxy Statement.~~

2023.

Nominating and Governance Committee. The Nominating ~~and Governance~~ Committee is composed solely of independent directors as defined under the regulations of the NYSE and is responsible for recruiting and retaining qualified persons to serve on our Board, including recommending such individuals to the Board for nomination for election as directors; for evaluating director independence; and for oversight of our ~~ethics and~~ compliance activities. The Nominating ~~and Governance~~ Committee also considers written suggestions from stockholders, including potential nominees for election, and oversees other governance programs such as the ~~Company's~~Company’s Corporate Governance Guidelines. This committee also conducts performance evaluations for directors being elected at each annual meeting of ~~stockholders.~~stockholders, and engages in succession planning for the Board and key leadership roles on the Board and its committees. Our Nominating ~~and Governance~~ Committee held ~~one meeting during fiscal year 2017.~~

~~Strategy, Risk and Safety Committee.~~ The Strategy, Risk and Safety Committee reviews our corporate finance programs, proposed investments and acquisitions, our strategic plans, strategic initiatives, and the Company's overall policies regarding risk assessment, risk management and safety programs. Our Strategy, Risk and Safety Committee held sixfour meetings during fiscal year ~~2017.~~

2023.

~~Corporate Governance Guidelines~~

Corporate Governance Guidelines

Our Board has adopted ~~the~~ Corporate Governance Guidelines, which set forth several important principles regarding our Board and its committees, including Board of Director membership criteria as well as other matters. Our Corporate Governance Guidelines are available for viewing on the ~~"Corporate Governance"~~“Corporate Governance” area of the ~~"Investors"~~“Investors” section of our website atwww.aecom.com.

~~Codes of Conduct and Ethics~~

Codes of Conduct and Ethics

We have adopted a Code of Conduct that describes the professional, legal, ethical, financial and social responsibilities of all of our directors, officers and employees. We require all of our directors, officers and employees to read and acknowledge the Code of Conduct, and we provide regular ~~compliance training to all our directors, officers and employees.~~compliance. Our directors, officers and employees are also encouraged to report suspected violations of the Code of Conduct through various means, including a toll-free hotline available²⁴/ hours, 7 days a week in multiple languages, and they may do so anonymously. We do not tolerate acts of retaliation against anyone who makes an honest and sincere report of a possible violation of law or of our Code of Conduct or policies, or who participates in an investigation of possible wrongdoing. Many countries have enacted legislation to protect those who report misconduct, and we enforce any applicable protections afforded by such laws.

We also obtain ~~year-end~~year end affirmations from management personnel confirming compliance with the Code of Conduct. If we make substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, to our principal executive, financial or accounting officer or persons performing similar functions or any director, we will disclose the nature of such amendment or waiver in ~~a press release, on our website and/or in a report on Form 8-K in~~ accordance with applicable rules and regulations. In addition, we have a separate Code of Ethics for Senior Financial Officers that ~~imposes specific~~specifies the required standards of conduct onfor employees with financial reporting responsibilities. We also have ~~a Global Ethical Business Conduct~~an Anticorruption Policy that provides specific guidance to help ensure that lawful and ethical business practices are followed while ~~conducting international~~our employees conduct business ~~activities.~~anywhere in the world. Our various policies are available for

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viewing on the ~~"Corporate Governance" area of the "Investors"~~“Ethics and Compliance” section of our website atwww.aecom.com and in print to any stockholder that requests it. Any such request should be addressed to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary.

~~Communications with the Board of Directors~~

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Communications with the Board of Directors

Our stockholders or other interested parties may communicate with our Board, a committee of our Board or one or more directors by sending a letter addressed to the Board, a committee of our Board or one or more directors to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary. All communications will be compiled by our Corporate Secretary and forwarded to the Board, the committee or the director, as appropriate.

~~Director Nominations~~

Director Nominations, Board Refresh and Succession Planning

The Nominating ~~and Governance~~ Committee ~~of our Board~~ is charged with identifying, reviewing and recommending to the Board qualified individuals to become directors and regularly assessing the size and composition of the Board and recommending any changes to the Board.

~~It is our belief that members of~~ The Nominating Committee also engages in succession planning for the Board ~~should have~~and key leadership roles on the ~~highest professional~~Board and ~~personal ethics and values.~~ its committees.

The ~~Board's~~ Nominating ~~and Governance~~ Committee ~~periodically~~ reviews the appropriate skills and characteristics required of Board members ~~of the Board~~ in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting this assessment, the Nominating Committee considersdiversity, skills and such other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual directors, as the Company’s needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From time to time, while identifying director candidates, the Nominating Committee may establish specific skills and experience that it believes the Company should seek to constitute a balanced and effective Board.

It is our belief that members of the Board should have the highest professional and personal ethics and values. We believe that the Board should be comprised of individuals who are committed to enhancing stockholder value with sufficient time to effectively carry out their duties. While all directors should possess business acumen, the Board endeavors to include an array of targeted skills and experience in its overall composition. Criteria that the Nominating ~~and Governance~~ Committee looks for in director candidates include business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation, end markets and public policy and the absence of potential conflicts with the ~~Company's~~Company’s interests. In particular, the Nominating Committee seeks candidates that have the following key skills and experience, each of which it is views as particularly important:

•

senior leadership experience;

•

industry experience;

•

public company experience;

•

financial expertise;

•

government/regulatory expertise; and

•

international expertise.

The Nominating ~~and Governance~~ Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds.

In identifying and selecting individuals, the Board and the Nominating Committee consider diversity, age, gender, skills, and such other factors as they deem appropriate to maintain a balance of knowledge, experience and capability. In addition, the Nominating Committee believes the Board should encompass individuals with diverse backgrounds and perspectives and representation of individuals from underrepresented communities. Diversity is an important consideration in the director nomination process because the Board believes that people of different

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genders, experiences, ages, races and ethnic backgrounds can contribute different, useful perspectives, while collaborating effectively to further the Company’s objectives.

Our Nominating ~~and Governance~~ Committee will consider stockholder nominations for directors. The Nominating ~~and Governance~~ Committee evaluates any such nominees that are properly submitted using the same criteria it otherwise employs, as described ~~above. Any~~in our Corporate Governance Guidelines.Any recommendation submitted by a stockholder must include the same information concerning the potential candidate as is required when a stockholder wishes to nominate a candidate directly. In addition, any such recommendation must be received in the same time frame as is required by our Bylaws when a stockholder wishes to nominate a candidate directly. To be timely, the notice must be received by the close of business no fewer than 90 and no more than 120 days prior to the date of the first anniversary of the preceding ~~year's~~year’s annual meeting of stockholders. However, in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 30 days after such anniversary date, or no annual meeting was held in the preceding year, notice by the stockholder to be timely must be received no more than 120 days prior to the date of the annual meeting and not less than the later of the close of business (a) 90 days prior to the date of the annual meeting and (b) on the 10th day following the day on which public announcement of the date of such meeting was first made by the Company.

In no event shall an adjournment, recess or postponement of any annual meeting commence a new time period (or extend any time period) for the giving of a stockholder notice.

To be in proper form, the notice must, as to each person whom the stockholder proposes to nominate for election or re-election as a director, set forth all information concerning such person as would be required in a proxy statement soliciting proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and all written and signed representations and all completed and signed questionnaires required pursuant to our Bylaws. In addition, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, the notice must also state the name and address, as they appear on the ~~Company's~~Company’s books, of such stockholder and such beneficial owner and the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder and such beneficial owner.

As to the stockholder giving the notice, or if the notice is on behalf of a beneficial owner on whose behalf the nomination is being made, as to such beneficial owner, and if such beneficial owner is an entity, as to each

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control person of such entity, the notice must state the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder or beneficial owner and by any control person, a description of any agreement, arrangement or understanding with respect to the nomination between such stockholder or beneficial owner and any other person and by any control person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) of the Exchange Act, and a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the ~~stockholder's~~stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the ~~Company's~~Company’s capital stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to shares of stock of the Company. Stockholders who wish to nominate candidates for director must do so pursuant to these procedures.

In order to encourage Board refreshment and facilitate succession planning, in November 2023 the Board updated its Corporate Governance Guidelines to establish a maximum twelve-year term of service requirement for new directors and a mandatory retirement age of 72 (75 for current directors).

~~Director Attendance at Annual Meetings~~

Board Self-Assessment

~~AECOM's~~

The Nominating Committee facilitates an annual assessment of the performance of the Board and its committees and coordinates reports of the annual results to the full Board for discussions. The Nominating Committee also recommends changes to improve the Board and its committees. In 2023, the Nominating Committee engaged an outside law firm to obtain input from each director on the performance of the Board and its committees.

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Director Attendance at Annual Meetings

AECOM’s policy is for directors to attend our annual meetings of stockholders unless there are extenuating circumstances. ~~All~~Seven of our eight directors at the time of the ~~members of our Board of Directors~~meeting attended the ~~2017~~2023 Annual Meeting.

~~Director Compensation~~

Director Compensation

Information regarding the compensation of our non-employee directors is discussed below in ~~"EXECUTIVE COMPENSATION TABLES — DIRECTORS' COMPENSATION FOR FISCAL YEAR 2017."~~

“Directors’ Compensation for Fiscal year 2023.”

~~Director Retirement Policy~~

Director Retirement Policy

Our ~~Board amended our~~ Corporate Governance Guidelines ~~on September 21, 2017 to~~ provide that ~~unless otherwise recommended by the Nominating and Governance Committee and approved by the Board,~~ directors are ~~expected~~required to retire from the Board at the end of the term of service during which they turn 7572 years of ~~age.~~

age (or 75 for current directors).

~~Related Party Transaction Policy~~

Related Party Transaction Policy

We have adopted a written related party transaction policy, which covers transactions in excess of ~~$100,000~~$120,000 between the Company and our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as immediate family members and entities they control. The policy requires that any such transaction be considered and approved by our Audit ~~Committee.~~Committee, except that if the transaction is less than $1 million, the Chair of the Audit Committee may approve such transaction. In reviewing such transactions, the policy requires the Audit Committee, or the Chair, as appropriate, to consider all of the relevant facts and circumstances available to the Audit Committee, including (if applicable) but not limited to the benefits to the Company, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third parties or employees generally.

The Board has also determined that certain transactions are pre-approved and do not require review by the Audit Committee. These include (i) compensation of the executive officers and Board members, which is reviewed by the Compensation Committee, (ii) a transaction with another entity in which the interested director or executive officer has an indirect interest in the transaction solely as a result of being a director or less than 10% beneficial owner of such other entity, and (iii) transactions with another corporation or charitable organization if the director’s or executive officer’s only interest is as a director or as a non-executive officer employee of the other corporation or organization and the amount involved does not exceed the greater of $1 million or 2% of the revenues of such other corporation or organization.

Under the policy, if we should discover related party transactions that have not been approved, the Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

~~Certain Relationships and Related Transactions~~

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Certain Relationships and Related Transactions

Mr. Tishman, ~~Vice Chairman of the Company and~~ a member of our Board, owns a substantial equity interest in, and has certain management rights with respect to a company unaffiliated with AECOM or its subsidiaries. That unaffiliated company associated with Mr. Tishman ~~Hotel & Realty LP,~~and a ~~Delaware limited partnership ("THR"), which is party~~wholly owned subsidiary of AECOM are parties to ~~a Shared Services~~an Occupancy Agreement ~~("Services Agreement" or "SSA"~~(the “Occupancy Agreement”), dated July 14, 2010, pursuant to which the unaffiliated company associated with Mr. Tishman pays our wholly owned subsidiary Tishman Construction Corporation ("TCC"). Pursuant to the Services Agreement, TCC and THR provide certain information technology support services in exchange for fees based on an annual budget. In fiscal year 2017, THR received approximately $118,784 in fees from TCC pursuant to

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~~the Services Agreement. THR and TCC are also parties to an Occupancy Agreement, dated July 14, 2010, (the "Occupancy Agreement") pursuant to which THR pays to TCC~~ a portion of the rent ~~payable by TCC~~ for ~~its~~ office space ~~in a building located~~ in New York City in exchange for the right to use and occupy a portion of such space. In fiscal year ~~2017, TCC~~2023, our wholly owned subsidiary received approximately ~~$1,612,776~~$613,611 in rent from ~~THR pursuant to~~the unaffiliated company associated with Mr. Tishman per the Occupancy Agreement.

~~Mr. Tishman has an agreement with AECOM for reimbursement of private air travel for AECOM-related business travel to a company owned by Mr. Tishman. In fiscal year 2017, this amount was $166,437.~~ The Occupancy Agreement expired on January 1, 2023, at which point rent payments ceased. In addition, Mr. Tishman is an indirect owner of aan unaffiliated real estate development project company that engaged a joint venture affiliated with an AECOM ~~affiliate to perform~~subsidiary for pre-construction and construction management services totaling ~~$12,733,626~~$1,427,055. This project was substantially completed in 2023.

Mr. van ’t Noordende, a member of our Board and ~~an indirect owner~~Compensation Committee, was appointed CEO of ~~a hotel property company that procured $6,471,007 of risk management services and insurance coverage through an~~Randstad in March 2022. AECOM ~~insurance captive in~~uses Randstad for temporary administrative staffing needs. In fiscal year ~~2017.~~

2023, AECOM paid Randstad approximately $173,585 for administrative staffing services.

~~Stock Ownership Guidelines for Non-Employee Directors~~

Political Contributions and Lobbying

~~Non-employee~~

Our responsible participation in the U.S. political process is important to our success and the protection of stockholder value. Our Political Engagement Policy is available on the “Government Relations” area of the “About Us” section on our website at www.aecom.com. We update and publish our Political Engagement Policy annually, along with supporting exhibits detailing our political expenditures. That annual disclosure includes, but is not limited to, the following information:

•

Federal, state and local lobbying expenditures;

•

Amounts and recipients of any direct political contributions made by us in the United States (if any such expenditures are made);

•

Amounts and recipients of any federal, state or local political contributions made by the AECOM PAC in the United States (if any such expenditures are made); and

•

Amounts and recipients of payments made in connection with our most significant memberships in trade associations and industry groups.

In addition, we file quarterly a publicly available federal Lobbying Disclosure Act Report, providing information on activities associated with influencing legislation through communications with any Member of Congress, congressional staffer, or with any covered federal executive branch official. The report also provides disclosure on expenditures for the quarter, describes the specific pieces of federal legislation that were the topic of communications, and identifies the individuals who lobbied on behalf of AECOM. AECOM files similar periodic reports with state agencies where required reflecting state lobbying activities which are also publicly available.

Stock Ownership Guidelines for Non-Employee Directors

Nonemployee directors are subject to stock ownership guidelines, which are intended to align their interests with those of our stockholders. Under the guidelines, our non-employee directors must maintain ownership of AECOM stock at a multiple of five times the annual retainer by the end of the fiscal year following the fifth anniversary of the ~~director's~~director’s initial appointment to the Board. The minimum number of shares guideline is updated annually based on the current cash retainer ($~~100,000 since August 21, 2014)~~100,000) and the 12-month trailing average AECOM stock price. Shares owned directly or indirectly, the value of vested but unexercised stock options and unvested restricted stock ~~units and PEPS~~ are counted toward the guidelines. The ~~following~~ table below outlines the ownership of our non-employee directors as of ~~September~~ October 1, 2023. All current non-employee directors already meet or are expected to meet guidelines within the five (5) year transition period.

30 ~~2017:~~

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Non-Employee Director	Requirement — Retainer Multiple	Actual — Retainer Multiple
			Non-Employee Director	Requirement — Retainer Multiple		Actual — Retainer Multiple
James H. Fordyce	5.0	48.6
			Bradley W. Buss		5.0		19.1
Senator William H. Frist	5.0	14.2
			Lydia H. Kennard		5.0		13.4
Linda Griego	5.0	11.3
			Derek Kerr		5.0		0(1)
David W. Joos	5.0	10.5
			Kristy Pipes		5.0		2.6(2)
Dr. Robert J. Routs	5.0	7.8
			Douglas W. Stotlar		5.0		40.9
Clarence T. Schmitz	5.0	7.9
			Daniel R. Tishman		5.0		38.5
Douglas W. Stotlar	5.0	16.4
			Sander van ’t Noordende		5.0		7.6
General Janet C. Wolfenbarger	5.0	4.2
			General Janet C. Wolfenbarger		5.0		27.6

All of our non-employee directors exceeded the stock ownership guidelines, with the exception of General Wolfenbarger, for whom compliance with the guideline is not required until September 30, 2020, the end of the fiscal year following the

(1)

Mr. Kerr’s five-year ~~anniversary of when she became a director.~~

transition period ends in November 2028.

(2)

Ms. Pipes’ five-year transition period ends in October 2027.

Please see the ~~Compensation Discussion~~“Compensation Discussion and ~~Analysis~~ Analysis” section for a discussion of the ~~executive~~ stock ownership guidelines applicable to our NEOs.

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~~EXECUTIVE OFFICERS~~

~~AECOM's~~

Executive Officers

AECOM’s current executive officers are as follows:

	~~Name~~		~~Age~~		~~Position(s) Held~~

			Name
	~~Michael S. Burke~~		54		~~Chairman of the Board and Chief Executive Officer~~

	~~Sean C.S. Chiao~~		59		~~President, Asia Pacific~~

	~~Carla J. Christofferson~~		50		~~Executive Vice President, General Counsel~~

	~~Mary E. Finch~~		48		~~Executive Vice President, Chief Human Resources Officer~~
		Age		Position(s) Held
	~~Daniel P. McQuade~~		58		~~Group President, Construction Services~~
				Troy Rudd
	~~Steve Morriss~~		52		~~Group President, Design and Consulting Services — Americas~~
	59		Chief Executive Officer
Gaurav Kapoor
	~~Lara Poloni~~		49		~~Chief Executive, EMIA~~
	46		Chief Financial & Operations Officer
Lara Poloni
	~~W. Troy Rudd~~		53		~~Executive Vice President, Chief Financial Officer~~
	55		President
David Gan
	~~Daniel R. Tishman~~		62		~~Director, Vice Chairman~~
	51		Chief Legal Officer
	~~John C. Vollmer~~		60		~~Group President, Management Services~~

	~~Randall A. Wotring~~		61		~~Chief Operating Officer~~

The following section sets forth certain background information regarding those persons currently serving as executive officers of AECOM:

~~Michael S. Burke~~

				Troy Rudd was appointed Chief Executive Officer in August 2020. He previously served as Executive Vice President and Chief Financial Officer from October 2015 to August 2020. Prior to this role, Mr. Rudd served 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 and held various financial leadership roles, including Senior Vice President, Corporate Finance and Treasurer from 2012 until October 2015. Prior to joining AECOM, he spent 10 years as a partner with KPMG LLP, where he held various leadership roles.
				Gaurav Kapoor was appointed Chief Financial & Operations Officer in November 2023, having previously served as Chief Financial Officer since August 2020. Mr. Kapoor has extensive financial leadership experience at AECOM, including as Chief Accounting Officer and Global Controller since December 2016 and Treasurer since October 2019. He previously served in leadership roles at the Company as Senior Vice President, Financial Planning & Analysis from January 2016 to December 2016 and Senior Vice President, Project Delivery, Americas Design Consulting Services from May 2015 to January 2016. Prior to joining the Company in May 2015, Mr. Kapoor spent 15 years at Ernst & Young LLP, where he was an audit partner and held various leadership roles.
				Lara Poloni was appointed President in August 2020. She previously served as Chief Executive of Europe, Middle East and Africa (“EMEA”) from October 2017. Prior to that, Ms. Poloni served 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. Ms. Poloni has more than 30 years’ experience in the planning, assessment and development of major infrastructure in the transport, energy and telecommunications sectors.
				David Gan was appointed Chief Legal Officer in November 2019. In this role Mr. Gan is responsible for all aspects of the global legal function, including corporate governance, risk management and ethics and compliance. He previously served in legal leadership roles at AECOM most recently as Senior Vice President, Deputy General Counsel, AECOM from October 2014 to November 2019 and General Counsel, AECOM Capital, from January 2018 to November 2019. Prior to joining AECOM in 2006, Mr. Gan was a corporate and securities lawyer at Mayer Brown LLP and Wilson Sonsini Goodrich & Rosati, P.C.

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Compensation Discussion and Analysis

Executive Summary

Why approve
our Say-on-
Pay proposal?

✓

Our 2023 executive pay is aligned with the Company’s strong financial performance, successes on long-term goals and strong stockholder value creation

✓

We continuously engage with our stockholders and implement thoughtful and responsive changes to our executive pay programs when we conclude such changes will drive long-term shareholder value.

Fiscal Year 2023 Financial Outperformance

AECOM delivered strong year-over-year growth and achieved or exceeded its initial and increased financial guidance on every key financial metric:

Note: guidance presented based on the mid-point of respective ranges where available.

See Annex A, Reconciliation of Non-GAAP Items.

•

Organic Net Service Revenue (“NSR”) Growth accelerated to 8% for the full year, including 9% growth in the design business.

•

Segment Adjusted Operating Margin increased by 60 basis points to 14.7%, which exceeded our guidance and set a new full year record.

•

Adjusted EBITDA increased by 10% over the prior year on a constant-currency basis, to $964 million, which marked a new high and exceeded the mid-point of both our original and increased guidance.

•

Adjusted Earnings per Share (“EPS”) increased by 12% over the prior year on a constant-currency basis, to $3.71, which exceeded the mid-point of both our original and increased guidance.

•

Free Cash Flow of $591 million for the full year exceeded the mid-point of our guidance and marked the ninth consecutive year of free cash flow within or above the mid-point of our guidance range.

•

Record Project Pursuit Win Rate, Full Year Wins and Pipeline of Opportunities contributed to 15% contracted backlog growth in the design business on a constant-currency basis; total backlog in the design business increased by 13% and was at a record high level.

•

Strong Balance Sheet and Financial Performance supported approximately $475 million of capital allocated to stockholders through share repurchases and dividends in fiscal year 2023, while net leverage remained low at 0.9x and approximately 80% of our debt is fixed, swapped to fixed, or capped at substantially lower rates over the next several years. The Company also has no bond maturities until 2027.

As a result of our strong execution on our short and long-term strategic and financial commitments, AECOM’s TSR has consistently outperformed major market indices and its industry competitors. Specifically, AECOM’s total stockholder return over the past three fiscal years is 101%, which has outperformed the S&P 500 and Nasdaq indices by 73 and 83 percentage points, respectively. This outperformance demonstrates that our executive pay design is contributing to long-term stockholder value creation and that pay is well-aligned with the Company’s performance.

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Fiscal Year 2023 Executive Pay Design Supports Strategy

Our executive pay program is designed to support our strategy to deliver industry-leading profitable growth and stockholder value creation. To that end, a significant portion of the ~~Company and was elected~~compensation for our NEOs is “performance based” (i.e., subject to the ~~Board in March 2014. In March 2015, Mr. Burke was appointed Chairman~~accomplishment of ~~the Board; see also the section entitled"CORPORATE GOVERNANCE — BOARD LEADERSHIP STRUCTURE." He previously served~~individual and Company objectives) and stock based (i.e., aligned with stockholders’ interests generally) as ~~President~~follows:

	CEO Annual Target Pay			Other NEO Annual Target Pay

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All core elements of AECOM from October 2011 to March 2014, Chief Financial Officer from December 2006 to September 2011 and Executive Vice President from May 2006 to September 2011. He also served as Chief Corporate Officer from May 2006 to January 2009. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy, in October 2005. From 1990 to 2005, Mr. Burke wasour executive pay program are consistent with the accounting firm KPMG LLP. He served in various senior leadership positions, including as a Western Area Managing Partner from 2002 to 2005 and as a member of KPMG LLP's Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and was a member of the Audit and Finance Committee. Additionally, he served on the Board of Directors of Rentech Nitrogen Partners L.P. and Rentech Inc. until April 2016 and June 2017, respectively. Mr. Burke also serves on various charitable and community boards.

~~Sean C.S. Chiao~~ was appointed President, Asia Pacific (APAC) in October 2014. He previously served as Chief Executive of Buildings + Places, Asia Pacific from October 2013 to September 2014 and Chief Executive of China from October 2012 to September 2013. Mr. Chiao joined AECOM in October 2009 as Executive Vice President of China in October 2009. He previously served as Regional Chair of legacy design and planning firm, EDAW, which merged with the Company in 2009. Mr. Chiao is also a member of Harvard University's Master in Design Engineering (MDE) External Advisory Board as well as University of Southern California's (USC) Board of Advisors for the American Academy in China (AAC).

~~Carla J. Christofferson~~ was appointed Executive Vice President and General Counsel of AECOM in March 2015. Prior to joining AECOM, Ms. Christofferson was Managing Partner at O'Melveny & Myers LLP in Los Angeles, a position she held since 2008. During her 22-year tenure at the firm, she represented clients in a number of industries, including power, energy and oil & gas. Ms. Christofferson began her career as a judicial clerk for the Honorable W. Matthew Byrne, Jr., of the U.S. District Court, Central District of Los Angeles. She was also co-owner of the Los Angeles Sparks Women's National Basketball Association team from 2006 until 2013.

~~Mary E. Finch~~ was appointed Executive Vice President and Chief Human Resources Officer in August 2015. Prior to joining AECOM, she spent 14 years at Accenture, a provider of strategy, consulting, digital, technology

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and operations services, where she held positions of increasing responsibility, and most recently was the Senior Managing Director and Chief Operating Officer for Global Human Resources. Prior to joining Accenture, she held roles of progressive responsibility with Abilizer Solutions and Accenture legacy firm, Andersen Consulting.

~~Daniel P. McQuade~~ was appointed Group President, Construction Services in June 2015 and was previously Group President, Building Construction as of October 2014. He previously served as Chief Executive of the Company's legacy construction services practice from May 2012 to October 2014. From July 2010 to May 2012, he was Chief Operating Officer of the firm's construction services practice for the United States. Prior to joining AECOM in July 2010 as part of the Tishman Construction Corporation acquisition, he served as President of Tishman from October 2005 to June 2010. Mr. McQuade is a member of the Cornell University Civil Engineering School's Advisory Board and has professional affiliations with the Construction Industry Round Table and the Construction Management Association of America.

~~Steve Morriss~~ was appointed Group President, Design and Consulting Services — Americas in October 2017 and was previously Chief Executive of Europe, Middle East, India and Africa (EMIA). Previously, Mr. Morriss served as President and Chief Executive of AECOM's EMIA geography. He joined AECOM in January 2011 from Mouchel where he served as Managing Director of Government and Business Services. Additionally, his 28-year career includes senior executive roles with Serco PLC and WS Atkins. Mr. Morriss also served in the Royal Engineers and Royal Marines Reserve.

~~Lara Poloni~~ was appointed Chief Executive of Europe, Middle East, India and Africa (EMIA) in October 2017 and was previously Chief Executive of Australia-New Zealand (ANZ). Ms. Poloni previously served as 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 was also previously a Board Member of Infrastructure Partnerships Australia.

~~W. Troy Rudd~~ was appointed Executive Vice President and Chief Financial Officer in October 2015. He previously served 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.

~~Daniel R. Tishman~~ ~~was appointed to~~ our Board of Directors and as Vice Chairman of the Company in July 2010 in connection with our acquisition of Tishman Construction Corporation. He has also served as Chairman of the Board of Directors and Chief Executive Officer of Tishman Construction Corporation, a leading construction management firm, since 2000. He is also Vice Chairman and a member of the Board of Tishman Hotel & Realty LP. Mr. Tishman serves on the Boards of the Real Estate Board of New York, the Natural Resources Defense Council, the Albert Einstein College of Medicine, the National September 11 Memorial & Museum and the UJA-Federation of NY. He also serves as an adviser to several government organizations.

~~John C. Vollmer~~ was appointed Group President, Management Services in September 2016. Mr. Vollmer joined AECOM from URS Corporation, where he was the Executive Vice President of Operations for URS Federal Services. Mr. Vollmer has more than 35 years of experience working with military and other Federal agency markets providing waste management, nuclear operations, Information Technology (IT), communications, and command and control solutions worldwide.

~~Randall A. Wotring~~ was appointed Chief Operating Officer in July 2017. Previously, Mr. Wotring served as President of Technical and Operational Services since July 2016 and Group President, Management Services and President of URS' Federal Services business since November 2004. After joining an affiliate of URS in 1981, Mr. Wotring held various leadership positions, including managing the day-to-day operations of the Engineering and Technical Services Group within the URS Federal Services business. He also served as a member of the URS Management Committee and Risk Management Committee. Mr. Wotring currently serves on the Board of Directors of TimkenSteel.

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~~COMPENSATION DISCUSSION AND ANALYSIS (CD&A)~~

~~This Compensation Discussion and Analysis section outlines the~~ compensation philosophy and ~~decisions for the following Named Executive Officers, or NEOs:~~

are directly linked to individual and Company performance as follows:

	~~Named Executive Officer(1)~~		~~Role As of the End of Fiscal Year 2017~~


	~~Michael S. Burke~~		~~Chairman of the Board and Chief Executive Officer~~

	~~W. Troy Rudd~~		~~Executive Vice President, Chief Financial Officer~~

	~~Randall A. Wotring~~		~~Chief Operating Officer~~

	~~Frederick W. Werner~~		~~Group President, Design and Consulting Services — Americas~~

Pay Element	~~Carla J. Christofferson~~		~~Executive Vice President, General Counsel~~
		What It Does

~~(1)~~: Effective June 30, 2017, Stephen M. Kadenacy ceased serving as President and Chief Operating Officer of the Company, see "SEPARATION AND RELEASE AGREEMENT WITH STEPHEN M. KADENACY" for additional information.

~~Fiscal Year 2017 Performance Highlights~~

~~AECOM delivered Total Shareholder Return (TSR) of 24% in fiscal year 2017, substantially outperforming the Engineering & Construction (E&C) industry peers~~¹ ~~and the Company's Proxy Group.~~

~~Fiscal Year 2017 Total Shareholder Return~~

~~Financial & Strategic Accomplishments Drove Strong Stock Performance~~

•: ~~Revenue increased by 5% and organic revenue increased by 4%~~² ~~in fiscal year 2017, which was a key objective that reflects strong execution of the Company's strategy and vision.~~
•: ~~Substantial investments in business development resulted in 11% total backlog growth, including a record of over $23 billion of wins, which resulted in a record $48 billion backlog.~~
•: The Company sold its first AECOM Capital property for an approximately 30% internal rate of return, which was in addition to fees earned by the Construction Services segment. The sale marked a major milestone in the advancement of the Company's design, build, finance and operate vision, and was a key precedent transaction that cements the Company as a development partner of choice.
•: ~~Operating cash flow of $697 million and free cash flow~~³ ~~of $618 million in fiscal year 2017, building on a demonstrated track record of delivering industry-leading cash flow performance.~~

¹: ~~E&C peers include: Chicago Bridge & Iron Company N.V., Fluor, Jacobs Engineering Group and KBR.~~
²: ~~Defined at constant currency and excludes revenue associated with actual and planned non-core asset and business dispositions.~~
³: ~~Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals.~~

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•

~~Consistently strong cash flow since closing the URS transaction in October 2014, enabled the following key actions in fiscal year 2017:~~

–: The $175 million acquisition of Shimmick Construction to enhance the Company's integrated delivery offering with a strong civil construction platform in the Western U.S. that complements our leading design capabilities.
–: ~~Announcement of a new capital allocation policy focused on continued debt reduction and a $1 billion stock repurchase program; and~~
–: ~~The issuance of a $1 billion, 10-year bond at historically attractive interest rates, with the proceeds used to reduce existing indebtedness.~~

~~New Capital Allocation Policy Further Aligns Management with Stockholders~~

~~In September 2017, the Company announced a new long-term capital allocation policy designed to maximize stockholder value. The policy includes the following core components:~~

•: ~~Allocating substantially all free cash flow to debt reduction until achieving net debt-to-EBITDA~~⁴ ~~of 2.5x, which is expected to occur by the end of fiscal year 2018.~~
•: Upon achievement of 2.5x net leverage, the Company intends to return substantially all free cash flow to investors through a new $1 billion stock repurchase authorization as part of the longer-term capital allocation framework.
•: ~~Acquisitions are expected to be limited to strategic, niche targets that will not adversely impact the Company's 2.5x net leverage target.~~

This capital allocation policy incorporated feedback from a substantial portion of our stockholder base and has garnered positive feedback from a majority of actively-managed investment funds. Further, with all metrics in the fiscal year 2018 annual cash bonus and long-term equity incentive programs now measured on a "per share" basis, management compensation is fully aligned with its capital allocation policy and the preferences of stockholders.

~~Stockholder Engagement and Responsiveness~~

We engage in proactive and regular dialogue with our stockholders, which allows us to pursue the greatest degree of alignment and to incorporate best practices into our incentive compensation programs. In fiscal year 2017, the Company continued this proactive approach and engaged with investors that collectively own more than 50% of AECOM's stock and an even greater percentage of shares held by actively-managed investment funds. This engagement program includes outreach prior to and after the Company's Annual Meeting to provide for a full understanding of stockholder feedback and to have the opportunity to incorporate such feedback in our compensation design planning. In addition, we regularly engage with stockholders on compensation planning and design during the normal course of investor communications.

⁴: ~~Net debt-to-EBITDA is comprised of EBITDA as defined in the Company's credit agreement and net debt as defined as total debt on the Company's financial statements, net of cash and cash equivalents.~~

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~~Annual Engagement Plan~~

~~Program Design Changes Incorporate Stockholder Feedback; 2017 Say-on-Pay Vote~~

Following the 2017 Annual Meeting, in which the Company received slight majority support on Say-on-Pay, we continued our active outreach to better understand the causes of lower than anticipated stockholder support and to determine if any enhancements to our executive compensation program were appropriate. The key findings from the engagement process were:

•: The majority of stockholders supported the changes being made to the Company's fiscal year 2017 long-term equity incentive program, which included the addition of relative total shareholder return ("Relative TSR") as a third performance metric that is both relative and based on three years of cumulative performance. In addition, stockholders were supportive of the addition of a third performance period to the other performance metrics.
•: A number of significant stockholders also emphasized a preference that the NEOs' annual cash bonus awards include "per share" performance metrics to ensure alignment with stockholder value creation. This was specifically noted and supported by a majority of stockholders who provided feedback, and whose support was reiterated following the announcement of the Company's capital allocation policy.

~~Response:~~ As a result of this feedback, the Compensation/Organization Committee added "per share" performance metrics to the annual cash bonus program in fiscal 2018. A number of significant stockholders support the annual cash bonus and long-term equity incentive programs having "per share" earnings metrics since use of such metrics rewards management for driving "per share" value from both net income growth and reduction of shares outstanding.

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~~Consistent Track Record of Compensation/Organization Committee Responsiveness to Stockholders~~

In addition to the actions taken in fiscal year 2017 and the prospective changes for fiscal year 2018 to further align the Company's incentive compensation programs with best practices and stockholder feedback, the Compensation/Organization Committee has a strong history of incorporating feedback from its stockholders.

~~Aligning Pay with Performance and Strategy~~

~~The executive compensation program is designed to incentivize management to deliver exceptional earnings and cash flow performance by executing the Company's long term strategy.~~

In designing the Company's overall executive compensation program, the Compensation/Organization Committee incorporates the Company's strategy and vision to become the premier, fully integrated global infrastructure firm with the ability to design, build, finance and operate infrastructure assets across the globe. Successful execution of this strategy is expected to result in competitive advantages, which should translate into strong earnings and cash flow performance. As a result, the Compensation/Organization Committee believes earnings and cash flow metrics best align pay with the Company's long term strategy. In addition, NEOs' long-term equity incentive program includes Relative TSR, which furthers the alignment between executive compensation and the market's recognition of performance.

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~~Accordingly, the Compensation/Organization Committee selected the following key performance metrics for fiscal year 2017:~~


~~Key Performance Metric (Used In)~~	~~Why Selected~~	~~Investor Feedback~~
~~Adjusted Net Income (Annual Cash Bonus)~~ ~~Adjusted Earnings Per Share (Performance Equity Award)~~	~~EPS and net income incentivize revenue growth, strong profitability and efficiency~~	~~EPS is a key driver of long-term per share stockholder value creation~~
~~Operating Cash Flow (Annual Cash Bonus)~~ ~~Free Cash Flow Per Share (Performance Equity Award)~~	~~Cash flow incentivizes disciplined growth, operational efficiency and working capital management~~ Operating cash flow is selected for short-term plans so as to not discourage capital investments to drive long-term performance, whereas free cash flow is selected for longer term incentive targets to include the return on capital investments	~~Converting earnings to cash flow is critical to driving stockholder value~~ ~~Focusing on cash flow ensures prudent risk management across the lifecycle of a project~~
~~Relative Total Shareholder Return (Performance Equity Awards)~~	~~Directly aligns management's compensation with stockholders, who are measured on a relative basis as well~~	~~Total Shareholder Return directly measures long-term stockholder value creation and aligns management compensation with stockholder performance~~

~~Rigorous Goal Setting~~

The Compensation/Organization Committee reviews the financial, strategic and operational goals of the Company's annual financial plan when determining the financial targets for its NEOs. Financial performance goal setting is built upon a rigorous, bottom-up financial planning process across the entire organization.

~~Earnings Metrics Consistent with Financial Guidance~~

For fiscal year 2017, the adjusted net income target for the NEOs' annual cash bonus award and the adjusted EPS target for the first performance year in the NEOs' performance-based equity awards were consistent with the Company's 2017 financial plan and consistent with financial guidance presented to investors.

~~Incentivizing Leading Cash Flow Performance~~

For fiscal year 2017, the Compensation/Organization Committee set the free cash flow per share target for the first year of the equity performance award at 90% of the adjusted earnings per share target. The operating cash flow target of the annual cash bonus is then set at the free cash flow target plus capital expenditures net of proceeds from disposals per the annual financial plan. These targets, which were based on a review of historical cash flow conversion rates, cash flow conversion rates of E&C industry peers and anticipated trends and economic conditions, were designed to create balance between the pursuit of best-in-class cash flow performance and investments to drive earnings growth.

AECOM operates in cyclical markets. As a result, the Company's free cash flow conversion has varied significantly over the past decade, ranging from a low of 18% to a high of 149%. The Compensation/Organization Committee believes the 90% conversion target, which is at the upper end of the average five-year cash conversion performance of E&C industry peers, appropriately challenges and rewards industry leading performance without disincentivizing prudent investments necessary to long-term earnings growth.

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~~Long-Term Equity Incentive Program Designed to Drive Sustainable Long-Term Growth~~

For fiscal year 2017, the adjusted earnings per share and free cash flow per share metrics in the equity incentive program require growth in the second year from the first year's performance level and growth in the third year from the second year to earn a target payout. The target growth rates for the second and third performance years are evaluated and compared to the long-term earnings growth of S&P 500 constituents, the S&P 500 Construction & Engineering index, and the S&P 500 Industrial sector. The five-year average growth rate for these three groups, including estimated earnings for 2017, was approximately 3%. The Company's performance target generally requires growth between 2-5% to achieve target and 10% growth to earn a maximum payout.

~~Varied Long-Term Equity Incentive Program Payouts Demonstrate Rigor of Goals~~

In selecting adjusted EPS and free cash flow per share as the two largest components of the Company's long-term equity incentive program performance metrics, the Compensation/Organization Committee also considered that achievement of these two metrics can be inversely correlated, whereby cash flow is often negatively impacted to achieve growth, and cash flow performance can benefit from a decline in business performance. While the Company has delivered strong free cash flow performance for the past several years, EPS performance has consistently paid out less than target, resulting in varied payouts for the Company's long-term equity incentive program as shown in the following table:

~~Performance Earnings Program (PEP) Payout History~~

Recent payouts reflect the Company's E&C industry-leading cash flow performance. This performance is especially exceptional in light of the nearly $600 million of cash used for acquisition and integration items related to the October 2014 acquisition of URS Corporation, which negatively impacted cash flow. The Company's strong cash flow performance is further highlighted when compared to the performance of the Company's E&C peers, reflecting the execution of the Company's business strategy and culture focused on cash flow. In addition, the Company's free cash flow as a percentage of market capitalization is consistently in the top decile of non-financial S&P 500 constituents. Given this strong performance, the cash flow component was appropriately earned at maximum (200%) for the past few years.

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~~Pay for Performance Alignment~~

A significant portion of our NEOs' compensation is delivered in the form of annual and long-term performance-based incentives. As illustrated below, Mr. Burke's compensation demonstrates our commitment to paying for performance, with strong alignment between compensation and TSR, adjusted EPS and total revenue performance over the past three years. Additionally, while free cash flow in fiscal year 2017 was lower than in fiscal year 2016, cash performance remained strong after considering fiscal year 2017 was negatively impacted by a $60 million legal settlement related to a legacy issue from an acquisition.


~~Indexed TSR Relative to CEO Pay~~¹		~~Adjusted EPS~~³ ~~Relative to CEO Pay~~¹

~~Free Cash Flow Relative to CEO Pay~~¹		~~Total Revenue Relative to CEO Pay~~¹

1: ~~Excludes All Other Compensation.~~
2: ~~Represents the grant date fair value, based on a Monte Carlo option pricing model, in excess of the grant date stock price related to the TSR component of the PEP award.~~
3: ~~Adjusted EPS as calculated per the PEP award for that period, see Annex A, Reconciliation of Non-GAAP Items.~~

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~~Total Shareholder Return Performance~~

~~During fiscal year 2017, AECOM's Total Shareholder Return was substantially above the Company's E&C industry peers~~¹ ~~and also above the Company's compensation peer group.~~

~~Fiscal Year 2017 Total Shareholder Return~~

~~For the three-year period from fiscal year 2014 through fiscal year 2017, the Company's stock outperformed its E&C industry peers~~¹ but underperformed the compensation peer group. The Company believes this divergent performance was primarily due to industry specific drivers that resulted in strong performance by companies with aerospace and defense exposure and underperformance by E&C industry peers¹ ~~with high Oil & Gas exposure, where companies have reduced spending in response to weaker oil & gas commodity prices.~~

~~Fiscal Year 2014 - 2017 Total Shareholder Return~~

~~Cumulative Total Return Compared to Multiple Industry Indices~~

~~As demonstrated above, the performance of the Company's E&C peers~~¹ ~~is closely correlated with the performance of the oil and gas industry.~~

1: ~~E&C peers includes: Chicago Bridge & Iron Company N.V., Fluor, Jacobs Engineering Group and KBR.~~

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~~Our Pay Philosophy, Pay Elements, "At-Risk" Performance and Share-Based Pay, and Pay Practices~~

~~2017 Pay Philosophy~~

The purpose of our executive compensation program is to recognize and reward outstanding achievement, as well as attract and retain executives in a competitive talent market. We also strive to link our business focus on growth and improved returns, and to align our executives' interests with those of our stockholders. To execute on our pay philosophy we:

•: ~~Provide a competitive compensation package that will allow us to attract, motivate, reward and retain key talent to achieve business objectives.~~
•: ~~Provide incentives that promote sustained short- and long-term financial growth and returns in order to enhance stockholder value.~~
•: ~~Provide a strong pay for performance model, including compensation subject to both individual and Company performance conditions.~~
•: ~~Optimize performance without encouraging unreasonable risks or incentivizing behavior that would be reasonably likely to result in a material adverse effect on the Company.~~
•: ~~Address stockholder dilution concerns by being mindful of the potential dilutive effect of our long-term incentive program.~~

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~~2017 Pay Elements and How Each Element Links to Performance~~

~~Pay Element~~

~~What It Does~~

How It Links to Performance

Fixed

Base Salary

Provides competitive fixed cash compensation reflective of an executive’s role, responsibility, and experience

~~Base Salary~~

~~Provides competitive fixed compensation levels relative to the NEO's position and experience compared to similar positions at AECOM's peers.~~

•

~~Increase~~

Salary is tied to performance in the role and the growth of the employee along with the Company.

•

Salary increases are not guaranteed and are evaluated annually by the Compensation Committee.

Short-Term Incentives

Performance-Based Compensation

Annual Cash Bonus

~~Annual Cash Bonus /~~
~~Short Term Incentive~~

~~Encourages focus on~~Rewards achievement of the ~~Company's~~Company’s annual financial plan, as well as the specific qualitative goals included in the ~~Company's~~Company’s strategic ~~plan.~~

•

~~Financial metrics, e.g., adjusted net income and operating cash flow (70% weighting). Metrics vary by individual based on responsibilities.~~

•

Individual contribution goals based on objective performance metrics that also allow the Compensation/Organization Committee to use judgment in considering quantitative and qualitative performance factors (30% weighting).

•

~~Range of annual incentive target as a percent of base salary is 100% to 165%.~~

•

~~Payment may range from 0% to 200% of target based on actual performance.~~

plan

~~Long-Term Equity Incentive: PEP Award~~

~~Rewards achievement~~

•

Financial metrics for fiscal year 2023 include Adjusted EBITDA, NSR Segment Adjusted Operating Margin % and Free Cash Flow, performance on which is a key element of ~~performance related to the Company's long-term objectives~~value creation.

•

Strategic non-financial measures include safety, leadership development, and ~~stockholder value creation.~~

~~60% of long-term incentive equity awarded as performance units under the PEP2017.~~

•

~~Performance criteria are adjusted EPS, free cash flow per share~~sustainability and ~~relative TSR, weighted 37.5%, 37.5%~~ED&I goals, which drive employee satisfaction and ~~25.0%, respectively in determining overall payout.~~

retention.

•

~~Payouts~~

Financial targets align with external guidance.

•

Payments may range from 0% to 200% of target based on actual performance ~~achieved over the performance period.~~

•

~~Three-year vesting period.~~

•

~~The final value depends on AECOM's stock price.~~

and are not guaranteed.

Long Term Incentives

Performance-Based Equity

Aligns long-term interests of executive and stockholders

Rewards achievement of performance related to the Company’s long-term objectives and stockholder value creation

Retains key talent and rewards creation of long-term stockholder value

60% of long-term equity incentives

•

Performance metrics for fiscal year 2023 include ROIC, Adjusted EPS growth, and Relative TSR to align compensation with long-term profitable growth, manage risk, and create stockholder value.

•

The value of the performance-based equity award is determined by AECOM’s performance against key value determining metrics as well as total stockholder return.

•

Payments may range from 0% to 200% of target based on actual performance and are not guaranteed.

~~Long-Term Equity Incentive: Restricted Stock Unit Award~~

40% of long-term incentive equity awarded as RSUs that will convert to an equivalent number of AECOM shares of common stock, as long as the individual remains an AECOM employee through the three year vesting date.

•

~~Three-year vesting period.~~

•

~~The final value depends on AECOM's stock price.~~

Time-Based Equity

Aligns long-term interests of executive and stockholders

Retains key talent and rewards creation of long-term stockholder value

40% of long-term equity incentives

•

Time-based vesting with three-year continued service required to vest.

•

The value of the time-based equity award links directly to AECOM’s stock price increases and decreases.

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~~Table~~

Compensation Governance,
Process and Decisions

Executive Pay Philosophy

Our executive pay program is designed to support our strategy to deliver industry leading profitable growth and stockholder value creation. It is underlined by our compensation philosophy that aims to attract and retain the best and brightest in our industry and recognize and reward outstanding achievements that drive long-term profitable growth and create stockholder value.

Pillars of our Executive Pay Program

Market Competitive: Assess NEO target pay levels against market compensation data prepared by our independent compensation consultant

Pay Supports Strategy: Design incentive metrics to drive achievement of ~~Contents~~

long-term financial and strategic objectives

~~2017 CEO and Other NEO "At Risk" Performance-Based and Share-Based Compensation~~

~~The~~Performance-Based: Impose performance conditions on the majority of the compensation that may be paid to our NEOs

Rigorous Goal Setting: Require performance that meets investor guidance and/or outperforms our industry for target payout on incentive-based compensation

Stockholder Alignment: Align a significant portion of NEO total compensation¹ ~~for~~ opportunity with our ~~CEO and other NEOs~~² ~~is "performance based" (i.e., subject to~~stockholders through long-term equity awards, the ~~accomplishment~~majority of ~~individual and the Company's objectives) and stock based (i.e., aligned with stockholders' interests) as follows:~~

which must be earned by achieving pre-established, multi-year performance standards


~~CEO Target Compensation~~		~~Other NEO Target Compensation~~

Compensation Process

1: ~~Target PEP and Annual Cash is calculated at 100% of Target.~~
2: ~~Defined as Ms. Christofferson and Messrs. Rudd, Wotring and Werner.~~

~~Table of Contents~~

~~2017 Pay Practices~~

~~AECOMEmploys~~ ~~the Following Executive Compensation Practices~~

~~Pay-for-Performance~~ — We condition a majority of the compensation for Named Executive Officers (NEOs) on the achievement of earnings, cash flow and relative TSR objectives to ensure alignment with our stockholders' interests.

~~Stockholder Engagement~~ ~~— We engage with stockholders throughout the year about our compensation program.~~

~~Stock Ownership Guidelines~~ — We have stock ownership guidelines that require Section 16 officers to maintain a significant equity stake in the Company. The CEO ownership guideline is six times base salary and the guideline for other NEOs is three times base salary.

~~Independent Consultant~~ ~~— We utilize the services of an independent compensation consultant who does not provide any other services to the Company.~~

~~Tally Sheets~~ ~~— We use tally sheets in assessing executive total compensation.~~

~~Clawback Policy~~ — We maintain a clawback policy that allows us to recoup a portion of the incentive-based compensation awards paid to current and former Section 16 officers during the three fiscal years before an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws.

~~Risk Assessment~~ ~~— Our compensation consultant performs an independent risk assessment of compensation programs.~~

~~Say-on-Pay Vote~~ ~~— We have a policy to hold an advisory vote on executive compensation on an annual basis.~~

~~Competitive Analysis~~ ~~— We annually seek to understand labor market trends pertaining to amount and form of executive pay delivery through comprehensive competitive analyses.~~

~~AECOMDoes Not~~ ~~Employ the Following~~

~~Stock Option Repricing~~ ~~— Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights without stockholder approval.~~

~~Single Trigger Equity Acceleration~~ — We do not maintain plans or agreements that provide for automatic single-trigger equity acceleration or severance payments in connection with a change in control (rather any payment of benefit requires a qualifying termination of employment following a change in control known as "double trigger").

~~Tax Gross-Ups~~ ~~— We do not provide tax gross-ups on change in control severance benefits to NEOs.~~

~~Hedging and Pledging~~ — We prohibit hedging transactions involving Company securities and do not allow trading in puts, calls, options or other similar transactions involving Company securities. In addition, we prohibit the pledging of Company securities except in certain limited circumstances subject to Company approval and demonstration of the ability to repay the applicable loan without selling such securities.

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~~COMPENSATION GOVERNANCE, PROCESS AND DECISIONS~~

~~2017 Compensation/Organization Committee's Process~~

Compensation decisions are made as part of a year-long review ~~process:~~

and collaborative process among the following:

Management

•

Engages with investors and reviews feedback on NEO compensation and compensation program

•

Reviews programs following a rigorous financial planning process

•

CEO conducts performance reviews for other NEOs and recommends compensation to the Compensation Committee

Independent
Consultant

•

Provides the committee with market data with respect to NEO benchmark pay levels and input on executive compensation plans and program design

Compensation
Committee

•

Engages with investors and reviews feedback on NEO compensation and compensation program

•

Evaluates the CEO’s performance

•

Reviews and approves all NEO compensation and compensation programs

The ~~Compensation/Organization~~Compensation Committee, which is composed solely of independent directors, has been authorized to determine and approve compensation for ~~AECOM's~~AECOM’s executive officers. ~~The Compensation/ Organization Committee is also responsible for reviewing the compensation for the members of the Company's Board and submits any modifications for approval by the Board.~~

As part of the annual compensation planning process for NEOs, the ~~Compensation/Organization~~Compensation Committee reviews ~~the NEOs'~~their base salary, ~~as well as~~ short-term and long-term incentive compensation, with a focus on the total reward package. ~~The Compensation/Organization~~As further described below, the Compensation Committee looks to ~~AECOM's compensation~~a peer group of companies, ~~sub-peers within the compensation peer group,~~ as well as the broader market, as a baseline for compensation decisions for NEOs. However, AECOM does not target executive officer compensation at a specific level or percentage relative to compensation provided by the companies in the compensation peer group or broader market. Instead, when determining compensation for executive officers, the ~~Compensation/Organization~~Compensation Committee takes into account a broad array of factors, including the experience level of the individuals in their current positions, the overall financial and strategic performance of the Company during the year and the performance and contribution of each executive during the year relative to individual, ~~pre-defined~~predefined goals and objectives. Differences in compensation levels for our NEOs are

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driven by the ~~Compensation/Organization Committee's~~Compensation Committee’s assessment, in its judgment, of each of our ~~executive's~~executive’s responsibilities, experience and compensation levels for similar positions at peer companies. Except as otherwise noted in this ~~CD&A,~~Compensation Discussion & Analysis, the ~~Compensation/Organization Committee's~~Compensation Committee’s determinations are subjective and the result of business judgment informed by ~~members'~~members’ experiences, analysis of peer company data, input from the independent consultant, and overall compensation trends.

~~Each fiscal year, the Compensation/Organization Committee:~~

•: ~~Approves design changes to the executive compensation program, as applicable.~~
•

Role of the Compensation Committee

–

Reviews the ~~Company's~~Company’s financial, strategic and operational metrics and goals, compensation peer group and approves the performance objectives of the CEO and other executive officers.

•

–

Approves design changes to the executive compensation program, as applicable.

–

Reviews ~~full-year~~full year Company financial and strategic performance to understand ~~what was accomplished~~accomplishments relative to established objectives.

•

–

Evaluates the ~~CEO's~~CEO’s performance in light of the review of Company performance.

•

–

Discusses with the CEO his evaluation of the performance of each of the other executive officers relative to their individual performance ~~objective.~~objectives.

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•

–

Determines compensation amounts for the CEO and each of the other executive officers, taking into account:

–

•

Prior ~~year's~~year’s compensation;

–

•

Performance assessments;

–

•

Market considerations;

–

•

Individual performance and ~~succession planning and~~ retention considerations;

–

•

Input from the ~~Compensation/Organization Committee's~~Compensation Committee’s independent compensation consultant; and

–

•

For the other NEOs, the ~~CEO's~~CEO’s recommendations.

•

–

Reviews and approves the grants and payouts ~~for~~of long-term incentive equity ~~award with completed performance periods.~~

awards, including certification of the financial results that support awards made under the annual and long-term incentive programs.

With respect to individual long-term incentive equity awards, the initial step in determining the awards is the Compensation/Organization Committee's determination of an overall pool for long-term incentive equity awards. This determination is based on a recommendation from the CEO, which takes into account the size of previous pools relative to the growth in the Company's earnings and in eligible employees, the accounting expense, the potential dilutive effects on stockholders and the external competitiveness ofCompensation Committee considers individual ~~awards. The Compensation/Organization Committee considers~~performance, market data, including compensation for comparable positions at peer companies, and the strategic importance of athe NEO’s position to determine ~~the~~a dollar denominated long-term incentive equity value to be awarded to each NEO. ~~In making these decisions, the Compensation/Organization Committee takes into account the impact of the awards to the NEOs on the remaining pool available for allocation to other executives.~~ The dollar value awarded by the ~~Compensation/Organization~~Compensation Committee to each NEO is then converted into a specific number of units, based on the fair market value of AECOM common stock on the date of grant.

~~2017 Compensation/Organization Committee's~~Compensation and Organization Committee’s Independent Compensation Consultant

The Compensation ~~Consultant~~

~~The Compensation/Organization~~ Committee has the authority to retain the services of outside consultants to assist it in performing its responsibilities. The ~~Compensation/Organization~~Compensation Committee engaged the services of the consulting firm Exequity LLP. During fiscal year ~~2017,~~2023, the consultant provided data on the compensation and relative performance of compensation peer group companies as well as general industry data to the ~~Compensation/Organization~~Compensation Committee, made presentations on regulatory and legislative matters affecting executive compensation, provided ~~opinions~~advice on the degree to which compensation arrangements are consistent with market practices, and consulted on other executive compensation matters as needed. Exequity LLP does not provide any ~~additional~~ services to the ~~Company.~~

Company other than advising the Compensation Committee on executive and non-employee director compensation matters.

The ~~Compensation/Organization~~Compensation Committee has assessed the independence of Exequity LLP, considering the following six factors and other factors that it deemed relevant: (1) other services provided to the Company by Exequity LLP, (2) the amount of fees paid by the Company to Exequity LLP as a percentage of Exequity ~~LLP's~~LLP’s total revenue, (3) the policies or procedures maintained by Exequity LLP that are designed to prevent conflicts of interest, (4) any business or personal relationships between the individual employees of Exequity LLP involved in the engagement and a member of the ~~Compensation/Organization~~Compensation Committee, (5) any AECOM stock owned by Exequity ~~LLP's~~LLP’s employees involved in the engagement and (6) any business or personal relationships between our executive officers and Exequity LLP or the employees of Exequity LLP involved in the engagement. Following such assessment, the ~~Compensation/Organization~~Compensation Committee concluded that Exequity LLP is independent and that Exequity ~~LLP's~~LLP’s work raises no conflicts of interest.

~~2017 Assessing Competitive Practice~~

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Assessing Competitive Practice

As part of its due diligence when making compensation decisions, the ~~Compensation/Organization~~Compensation Committee examines pay data for a group of comparable companies to stay current with market pay practices and trends and to understand the competitiveness of the ~~Company's~~Company’s total compensation and its components of pay.

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~~Compensation peer group data is also supplemented with market survey data from the Aon Hewitt U.S. Total Compensation Executive survey.~~ The ~~Compensation/Organization~~Compensation Committee uses the compensation peer group and market survey data for informational purposes. The Company does not target a specific percentile or make significant pay decisions based on market data alone. The ~~Compensation/Organization~~Compensation Committee considers Company performance as well as the level of responsibility, experience and tenure of the individual and performance in the role.

~~The~~

Fiscal Year 2023 Compensation Peer Group

In connection with the ongoing transformation of the Company into a Professional Services business, the Compensation Committee refreshed the Company’s compensation peer group ~~consists of~~(the “Compensation Peer Group”) in 2022 to align with the ~~19 companies below down from 21 in~~Company’s strategic profile by identifying the previous year since Computer Science was acquired by another company and Danaher Corporation spun off part of its industrial operations into another company. Our compensation peer group not only includes engineering & construction and defense companies, but also companies in other industries that the Compensation/Organization Committee considered to be of similar size, international presence and complexity. The Compensation/ Organization Committee, when developing the compensation peer group, identified itsCompany’s competitors for talent and ~~considered~~taking into consideration other various measures of size, scope, and complexity, ~~such as industry, sales,~~with a focus on revenue, enterprise value, and net ~~income, market capitalization and enterprise value.~~

service revenue. The 2023 peer group was unchanged.

~~2017 Compensation Peer Group~~

~~Engineering and Construction Peers~~

Booz Allen Hamilton

Leidos Holdings

Stantec

EMCOR Group

MasTec

Tetra Tech

Fluor

Parsons

WSP Global

Jacobs Solutions Inc.

Quanta Services

KBR

~~Chicago Bridge & Iron Company N.V.~~

~~Fluor~~

~~Jacobs Engineering Group~~

SNC-Lavalin Group

~~KBR~~

~~Other Direct Competitors for Talent~~

~~Accenture Plc~~

~~General Dynamics~~

~~Northrop Grumman~~

~~Baker Hughes~~

~~Halliburton~~

~~PACCAR~~

~~Cognizant Technology Solutions~~

~~Illinois Tool Works~~

~~Parker-Hannifin~~

~~Cummins~~

~~L3 Technologies~~

~~Raytheon~~

~~EMCOR Group~~

~~Leidos Holdings~~

~~Xerox~~

Stockholder Engagement and Responsiveness

~~2017 Performance Measures~~

~~AECOM used specific measures~~We continue to ~~drive and reward performance in fiscal year 2017:~~

•: ~~Net Income and Profitability (measured by adjusted net income, adjusted earnings per share and pre-variable compensation EBITA);~~
•: ~~Cash Flow and Organic Growth (measured by operating cash flow, free cash flow per share and organic growth); and~~
•: ~~Stockholder value creation (measured by stock price and total shareholder return).~~

engage our stockholders on an on-going basis to solicit feedback on all matters including our executive pay program. In fiscal year ~~2017, the Compensation/Organization Committee approved a pre-determined framework~~2023, we directly engaged with stockholders who collectively own greater than 50% of ~~adjustments to~~ our financial results for our short-term and long-term incentive plans to the extent consistent with Section 162(m) of the Code, to ensure our executive compensation is aligned with our business performance. Generally, these adjustments may include unusual items, both positive and negative, that are inconsistent with the assumptions reflected in our financial plans. These adjustments under our formulaic framework may vary from year to year and include unplanned acquisitions and other acquisition-related matters, accounting changes and other unusual items.

~~While our reported financial results are made according to GAAP for fiscal year 2017, the Compensation/Organization Committee concluded that~~outstanding shares. Stockholders affirmed their support for the ~~purposes~~Company’s compensation philosophy, chosen metrics, and resulting pay-for-performance alignment, as evidenced by last year’s high level of ~~our short-term incentive~~support for the Company’s directors and ~~long-term incentive equity awards, it is appropriate to use certain Non-GAAP measures which have been reconciled to their GAAP equivalent, see Annex A, Reconciliation of Non-GAAP Items.~~

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~~Stockholder Engagement~~

The Compensation/Organization Committee values stockholder feedback in the development of AECOM's executive compensation programs, including the feedback collected from the result of the annual stockholder advisory vote on executive compensation, which was supported by 52.5% of our stockholders. As previously disclosed on pages 27 to 37, we undertook substantial stockholder outreach to better understand the causes of lower than anticipated stockholder support and to determine if any enhancements to our executive compensation program, ~~were appropriate.~~

and continued to emphasize an expectation for best-in-class ESG disclosure, governance, and pay for performance alignment.

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~~Table~~

Elements of ~~Contents~~

~~2017 Elements of our Named Executive Officer Compensation~~

Our Named Executive
Officer Compensation

The following is a discussion of the primary elements of fiscal year ~~2017~~2023 compensation for each of our NEOs.

For 2023, our NEOs were:

–

Troy Rudd, our Chief Executive Officer,

–

Gaurav Kapoor, our Chief Financial & Operations Officer,

–

Lara Poloni, our President,

–

David Gan, our Chief Legal Officer, and

–

Todd Battley, our Chief Strategy Officer.

~~Fixed Incentive Elements~~

Base Salaries

~~Base Salaries~~

Our ~~Compensation/Organization~~Compensation Committee adjusts the base salaries of our NEOs in connection with its periodic review ~~considering the~~of each NEO’s performance, any change in responsibility, and competitive talent market ~~conditions, NEOs' performances, and any change in responsibilities.~~conditions. The following sets forth the fiscal year ~~2017~~2023 base ~~salaries~~salary increases for each ~~NEO made primarily due to competitive market conditions:~~

NEO:

NEOs	2022	2023(1)	% Change
Troy Rudd	$1,208,000	$1,275,000	5.5%
Gaurav Kapoor	$720,000	$770,400	7.0%
Lara Poloni	$780,000	$800,330	2.6%
David Gan	$575,000	$586,500	2.0%
Todd Battley	$475,000	$487,400	2.6%

NEOs

2016 Base Salary

2017 Base Salary

Michael S. Burke $1,276,928 $1,354,812

W. Troy Rudd $528,851 $581,167

Carla J. Christofferson — $578,474

Frederick W. Werner $661,540 $672,309

Randall A. Wotring $705,389 $731,925

(1)

Salary increase, as applicable, effective January 1, 2023 with the beginning of the calendar year. Salaries disclosed in the “Summary Compensation Table” reflect actual amounts paid in the applicable fiscal year.

The ~~Compensation/Organization~~base salary increase for Mr. Kapoor reflects his expanded oversight of operational areas. The Compensation Committee believes that our ~~NEOs'~~NEOs’ base salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.

~~Performance Incentive Elements~~

Annual Incentives

~~Annual Cash Bonus (Short Term Incentive)~~

Our ~~Compensation/Organization~~Compensation Committee ~~annually approves Company performance metrics under our annual cash bonus program, the Executive Incentive Plan ("EIP"), that~~ establishes ~~an annual~~a short-term incentive award opportunity to be paid to each NEO upon achieving certain annual individual and company performance ~~goals.~~

~~Annual Cash~~ goals under the Executive Incentive Plan (“EIP”). For fiscal year 2023, the Compensation Committee approved the following targets, shown as a percentage (%) of base salary and in dollar amounts ($), for the NEOs:

Annual Target Incentives (NEOs) 2022(1) 2023(1)
Troy Rudd 125% $1,510,000 125% $1,593,750
Gaurav Kapoor 100% $720,000 100% $770,400
Lara Poloni 110% $858,000 110% $880,363
David Gan 100% $575,000 100% $586,500
Todd Battley 100% $475,000 100% $487,400

(1)

Bonus ~~/ Short-Term Incentive Program~~

~~The short term performance incentive ("annual cash bonus") program has a target performance formula that links financial results and achievement of strategic measures to payment.~~

•: ~~70% of Annual Cash Bonus~~ ~~= Pre-established financial and operational goals that require a high level of performance.~~
•: ~~30%~~targets reflect amounts approved as part of the ~~Annual Cash Bonus~~ ~~= Key~~annual compensation planning process for the fiscal year.

For fiscal year 2023, the Compensation Committee approved performance ~~indicators (KPIs) around~~measures for our NEOs as set forth in the ~~areas~~table below to support our strategy for attaining long-term profitable growth and stockholder value creation. The targets for each of ~~people, clients, growth, innovation~~the financial metrics align with the earnings guidance provided to our stockholders and ~~excellence.~~

•

~~Payments~~ ~~= Range from 0% to 200% of target based on actual performance.~~

our financial plan.

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~~Fiscal Year 2017 and Fiscal Year 2018 Design Changes~~

Our Compensation/Organization Committee made the design changes described below to the fiscal year 2017 performance metrics and weightings for our annual cash bonus. In addition, as further discussed on page 27 to 37, as a result of investor feedback, the Compensation/Organization Committee added "per share" performance

~~Table of Contents~~

~~metrics to the annual cash bonus program in fiscal year 2018 to incentivize the execution of our new capital allocation policy and drive "per share" value.~~

~~NEOs~~				~~Redesigned — Fiscal Year 2017~~ ~~Performance Metrics and Weighting~~			~~Redesigned — Fiscal Year 2018~~ ~~Performance Metrics and Weighting~~


~~Michael S. Burke~~				~~Adjusted Net Income = 35%~~			~~Adjusted Earnings Per Share = 35%~~
		Metric				Why Selected
~~W. Troy Rudd~~				~~Operating Cash Flow = 35%~~			~~Operating Cash Flow Per Share = 35%~~
				~~KPIs = 30%~~			~~KPIs = 30%~~

~~Randall A. Wotring~~				~~Technical and Operational Service (TOS) Pre-VC EBITA = 35%~~			~~Adjusted Earnings Per Share = 25%~~
				~~TOS Operating~~Free Cash Flow ~~= 35%~~			~~Operating Cash Flow Per Share = 25%~~
				~~KPIs = 30%~~			~~KPIs = 50%~~
			Free cash flow both measures and incentivizes allocation of capital in a disciplined manner to high-return investments and encourages working capital conversion. Free cash flow is also critical to our capital allocation policy, which is to return substantially all available cash flow to stockholders, and contributes to ROIC, another key metric. Because free cash flow is a key metric for our investors and is included in our financial guidance, we selected it as a performance measure in fiscal 2023 to replace operating cash flow.
~~Frederick W. Werner~~				~~Design Consulting Services (DCS) Americas Organic Growth = 50%~~			—
				~~DCS Americas Pre-VC EBITA = 20%~~
				~~KPIs = 30%~~

~~Carla J. Christofferson~~				Adjusted ~~Net Income = 35%~~EBITDA			~~Adjusted Earnings Per Share = 25%~~
				~~Operating Cash Flow = 35%~~			~~Operating Cash Flow Per Share = 25%~~
				~~KPIs = 30%~~			~~KPIs = 50%~~
			Adjusted EBITDA incentivizes achievement of the our annual financial plan, which includes delivering high-value organic revenue growth, margin expansion, and disciplined investments in growth initiatives, employee development programs, and innovation.
	NSR Segment Adjusted Operating Margin %				NSR Segment Adjusted Operating Margin% focuses on underlying operational performance, including executing our strategy, which emphasizes profitable growth, and investing through our margins to deliver for today and deliver more in the future.
	Key Performance Indicator (“KPI”) Assessment				KPI Assessment encourages focus on the achievement of the Company’s non-financial strategic objectives including sustainability and ESG goals. These KPIs are developed for each NEO and, in the instance of our CEO, include such non-financial strategic objectives as: • Total recordable incident rate of no greater than 0.11, which would continue to lead the industry
• Percentage of women in leadership of greater than 20%, consistent with the Company’s near-term targets included in its Sustainable Legacies strategy • Voluntary attrition of high-performers of less than 10%, which would exceed benchmark levels • Employee satisfaction as reflected by the percentage of employees that would recommend AECOM as a great place to work as indicated in the Company’s bi-annual all-employee survey of at least 70%, which would continue to significantly exceed industry benchmark levels

~~NEOs' annual cash bonus payouts depend on achieving objective financial and operational performance metrics during~~

Annual Incentive Calculations

For fiscal year 2023, each of the ~~year. Awards are based in part~~NEOs was measured on the NEO's performance results and the assessment of individual's KPI performance over the annual performance period. For example, for Messrs. Burke and Rudd, annual cash bonus payouts were calculated as follows:

~~The NEOs annual cash bonus payouts can range from 0%, if the minimum performance threshold is not achieved, to 200% if the maximum performance standards are met or exceeded.~~

NEOs

Base Salary Target
Percentage

Target
Percentage

Maximum
Percentage

Michael S. Burke
165 % 100 % 200 %

W. Troy Rudd
100 % 100 % 200 %

Carla J. Christofferson
100 % 100 % 200 %

Randall A. Wotring
100 % 100 % 200 %

Frederick W. Werner
100 % 100 % 200 %

~~The annual cash bonus is based in part on the actual achievement of Company performance metrics that are aligned with our annual~~following financial and operational goals in our business plan. The Compensation/Organization Committee determined that each goal was challenging and set at levels that would require the Company to achieve significant positive performance. In addition, see pages 27 to 37 in the Compensation Discussion and Analysis for additional disclosures related to pay for performance and goal setting. The fiscal year 2017 annual

~~Table of Contents~~

~~cash bonus eligible to be earned was based upon the following performance~~ metrics and ~~weightings for each NEO:~~

~~Burke, Rudd, and Christofferson~~

performance results:

Financial Metrics*	Weighting Percentage		Threshold Amount($) (0% Payout)			Target Amount($) (100% Payout)			Maximum Amount($) (200% Payout)			Actual Amount($)			Earned Percentage**
Free Cash Flow		30%		$	460.0		$	575.0		$	690.0		$	590.7		34.1%
Adjusted EBITDA		30%		$	864.0		$	960.0		$	1,056.0		$	963.9		31.2%
NSR Segment Adjusted Operating Margin %		20%	13.2%			14.7%			16.2%			14.7%				20.5%
KPIs		20%	Varies by Individual NEO												See below

Performance Metric

Target
Weighting
Percentage

Threshold
Amount($)

Target
Amount($)

Maximum
Amount($)

Actual
Amount($)*

Earned
Percentage

Adjusted Net Income
35 % $ 414.7 $451.6-$470.0 $ 483.9 $ 440.3 24.3 %

Operating Cash Flow
35 % $ 477.0 $519.4-$540.6 $ 556.5 $ 758.2 70.0 %

KPIs
30 % See Compensation/Organization Committee Assessment.

*

*: See Annex A, Reconciliation of Non-GAAP Items.

~~While~~

Linear interpolation is applied for outcomes between those shown in the ~~Adjusted Net Income performance metric fell below~~illustration.

Additionally, each NEO received KPI assessment results based on their individual contributions to the ~~Target Amount,~~Company’s strategic plan. Total earned percentage payouts were determined based on the ~~operating cash flow performance metric exceeded~~combined earned percentages from both the ~~Maximum Amount, reflective of our overachievement (vs. the rigors of our goals).~~

~~Wotring~~

financial metrics and KPI results as follows:

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Performance Metric

Target
Weighting
Percentage

Threshold
Amount($)

Target
Amount($)

Maximum
Amount($)

Earned
Percentage

TOS Pre-VC EBITA*
35 % $ 177.1 $204.2-$212.6 $ 229.2 70.0%**

TOS Operating Cash Flow
35 % $ 216.8 $249.9-$260.1 $ 280.5 30.8%**

KPIs
30 % See Compensation/Organization Committee Assessment.

*: ~~Pre-variable compensation earnings before interest, tax and amortization.~~
**: ~~The Company does not disclose financial information for individual geographies and business units. The targets were designed to be challenging to achieve.~~

~~Werner~~

	Individual KPIs				Earned Percentage of Financial Metrics (See above)		Total Annual Incentive Earned Percentage (Sum of KPI plus Financial Metrics)
KPIs	KPI Score		KPI Score 20% Weighting		Score Weighting
Troy Rudd		100.0%		20.0%		85.8%		105.8%
Gaurav Kapoor		100.0%		20.0%		85.8%		105.8%
Lara Poloni		100.0%		20.0%		85.8%		105.8%
David Gan		100.0%		20.0%		85.8%		105.8%
Todd Battley		100.0%		20.0%		85.8%		105.8%

Performance Metric

Target
Weighting
Percentage

Threshold
Amount

Target
Amount

Maximum
Amount

Earned
Percentage

DCS Americas Organic Growth
50 % 1.60% 3.10%-3.30% 4.80% 0.0%**

DCS Americas Pre-VC EBITA*
20 % $274.6 $316.5-$329.5 $355.3 17.8%**

KPIs
30 % See Compensation/Organization Committee Assessment.

*: ~~Pre-variable compensation earnings before interest, tax and amortization.~~
**: ~~The Company does not disclose financial information for individual geographies and business units. The targets were designed to be challenging to achieve.~~

Key Performance Indicator ~~(KPI)~~ Assessment

~~In determining~~

With respect to each ~~NEO's performance against their~~of our NEOs, the KPI assessment focuses on the individual’s contributions to objectives that are part of the Company’s strategic plan. For fiscal year 2023, the following details the KPI assessment goals and actual results achieved by our CEO; the KPIs ~~the Compensation/Organization Committee assessed each NEO's individual performance as well as the Company's overall 2017 business performance. Key KPIs on operations and~~for all other ~~strategic priorities for each NEO can be found below. In addition, KPIs for~~

~~Table~~NEOs are a subset of ~~Contents~~

~~each NEO include people goals that incentivize and reward for engaging and enabling~~ our ~~workforce, attracting, developing, and retaining talent, and succession planning.~~

CEO’s.

	NEO				Achievements
	Troy Rudd				• Extended Track Record of Delivering on All Financial Objectives: Delivered performance at or above our financial guidance on all metrics, highlighted by 9% organic NSR growth in the design business, record full year adjusted operating margins, earnings per share performance that exceeded the mid-points of both our original and increased guidance, along with continued strong cash flow that exceeded the mid-point of guidance. • Executed Strategic Plan, Positioning the Company for Continued Success: Full year total new wins and win rate in the design business achieved an all-time high in fiscal 2023, contributing to total design backlog growth of 13%. Design backlog was at a record high, including 15% growth in contracted backlog, which is the best leading indicator of future performance. As a result, the earnings potential of the organization has never been stronger. • Expanded Addressable Market: Successfully more than doubled the size of our Program Management business over the past three years, exceeding our expectations. As a result of the growth of this business, the Company has successfully expanded its addressable share of the high-value elements of global infrastructure investment. In addition, with our ongoing investment in digital innovation, we are realizing the benefits of our scale to create delivery efficiencies, new ways of solving problems, and enhanced the client experience. • Strong Progress Against Sustainability, Safety, Talent and Governance Objectives: Continue to advance the Company’s Sustainable Legacies strategy, including continuing to expand our ESG Advisory business to advise clients on their multi-decade sustainability and resilience initiatives. In addition, we further advanced the diversity of our workforce, highlighted by the achievement of our near-term 20% goal for percentage of women in leadership, and continued to foster a strong culture of safety with a total recordable incident rate (TRIR) of 0.06, which reflects continued industry-leading safety performance. Reflecting strong employee satisfaction, 76% of our employees would recommend AECOM as a great place to work, which substantially exceeds Professional Services benchmarks and our own targets. • Maximized Stockholder Value: Reflecting strong financial performance and balance sheet, we allocated approximately $475 million to stockholders through share repurchases and dividends. Our balance sheet remains a competitive advantage with 0.9x net leverage and approximately 80% of our

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~~NEOs~~				~~Operational and Strategic Goals~~

NEO				Achievements

~~Michael S. Burke~~				✓ ~~Execute the Company's design, build, finance and operate strategy through integrated cross business group collaboration and pursuits~~ ✓ ~~Expand services in existing markets and into new geographic markets~~ ✓ ~~Build the AECOM brand~~
			debt fixed, swapped to fixed, or capped over the next several years and no bond maturities until 2027.
	Lara Poloni
~~W. Troy Rudd~~		• Delivered Growth: NSR continued to accelerate in fiscal 2023, highlighted by 9% organic growth in the design business. In addition, backlog in the design business increased by 13% to an all-time high level, including 15% contracted backlog growth, reflecting a continued record high win rate, including a greater than 80% win rate on the Company’s largest and most critical pursuits. • Continued Strong Client Delivery: Achieved record high levels of client satisfaction while delivering against our fiscal year 2023 financial plan. Continued to expand capacity of our Enterprise Capability Centers significantly ahead of plan, which has grown at a 20%+ CAGR since fiscal 2020. • Advanced Key ESG Initiatives: Continued to co-lead our Global ESG Council in fiscal year 2023, which is responsible for sustainability and resilience initiatives across the Company, highlighted by a continued reduction in Scope 1, 2 and 3 emissions.		✓ ~~Optimize liquidity and cost of capital~~ ✓ ~~Drive AECOM stock value through investor relations outreach and communications~~ ✓ ~~Reduce general and administrative costs~~ ✓ ~~Enhance operational reporting to drive deliberate and rational investment decisions~~
	Gaurav Kapoor				• Extended Track Record of Delivering on All Financial Objectives: Delivered performance at or above our guidance on all metrics, highlighted by 9% organic NSR growth in the design business, record full year margins, earnings performance that exceeded the mid-points of both our original and increased guidance, and continued strong cash flow. • Expanded Oversight of Operational Areas: Successfully expanded oversight responsibility of key IT, risk and other functions to help ensure continued strong performance across operations. • Continued Strong Balance Sheet and Financial Position: Well-positioned with strong financial flexibility to operate with certainty, highlighted by net leverage of 0.9x. In addition, approximately 80% of our debt is fixed, swapped to fixed, or capped over the next several years and we have no bond maturities until 2027. As a result, we have well-positioned the Company in a rising rate environment with a balance sheet that provides a competitive advantage. • Execution of Our Capital Allocation Priorities: Successfully allocated approximately $475 million to stockholders through share repurchases and dividends in fiscal 2023. From September 2020 through September 2023, we repurchased $1.8 billion of stock, which has reduced the Company’s shares outstanding by approximately 15% and is contributing to enhanced per share value creation.
	David Gan				• Risk Management: Successfully advanced or resolved long-standing matters while expanding processes and teams to limit exposure to financial and project risk, including a further enhanced screen on all new projects for ESG-related risk factors. • Continued Strong Ethics and Governance: Achieved 100% compliance on annually required ethics, compliance, cybersecurity and ESG training. No material ethics incidents in fiscal 2023 and AECOM was recognized by Ethisphere as one of the 2023 World’s Most Ethical Companies for a seventh year. • Advanced Key ESG Initiatives: Continued to co-lead our Global ESG Council in fiscal year 2023, which continued to drive sustainability and resilience across the company, highlighted by a continued reduction in Scope 1, 2 and 3 emissions.
~~Carla J. Christofferson~~				✓ ~~Organize processes on enterprise and operational risk management~~ ✓ ~~Improve service to operations, increase Legal's role as a strategic business partner~~ ✓ ~~Reduce overall legal costs~~

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~~The fiscal year 2017 annual cash bonus paid to our NEOs under our EIP were as follows:~~

Long-Term Incentives

NEOs

2016 Bonus ($)

2017 Bonus ($)

Overview of Significant Achievements

Michael S. Burke
$ 2,788,500 $ 3,330,315
•
Responsible for our strong stock price, cash flow, backlog and revenue performance; drove collaboration, innovation, safety and geographic expansion efforts.

W. Troy Rudd
$ 560,000 $ 700,000
•
Debt reduction and debt refinancing efforts improved Company's capital position; strong stock price performance; instituted new capital allocation policy.

Carla J. Christofferson
$ 575,000 $ 700,000
•
Expanded Legal's role as a strategic business partner, centralized litigation claims and improved processes to identify projects with unreasonable risk profiles.

Frederick W. Werner
$ 320,000 $ 500,000
•
Delivered wins in excess of the financial plan and better positioned Company for long-term growth.

Randall A. Wotring
$ 1,200,000 $ 1,480,000
•
Expanded global defense capabilities, global nuclear decommissioning business and federal integrated delivery business.

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~~Long-Term Incentive Equity Awards~~

We believe that long-term equity awards enable us to deliver competitive compensation value to the NEOs at levels sufficient to attract and retain top talent while aligning their interests with that of our stockholders by incentivizing and rewarding increases in stockholder value. Long-term incentive equity awards ~~align~~reward the creation of long-term stockholder value and achievement of key metrics over a longer-term period, aligning our ~~NEOs'~~NEOs’ interests with those of our stockholders by linking the ~~final~~ value of our NEOs’ compensation to ~~AECOM's~~AECOM’s stock ~~price and, for~~price. The PEP awards ~~establishing~~are subject to performance metrics that drive ~~long-term stockholder value. Because vesting is based on continued employment over three years,~~the successful execution of our long-term ~~equity incentives not only serve~~strategy to ~~help retain our NEOs through~~build sustainable profitable growth and stockholder value, and both the ~~award vesting period but also ensure NEOs are focused on long-term value creation and building sustainable growth.~~

~~Long-Term Incentive Equity Awards~~

~~Fiscal year 2017 long-term incentive equity awards have a compensation mix composed of:~~

•

~~60% performance units under the Performance Earnings Program ("PEP")~~ =

–: PEP awards ~~include three annual performance periods~~and RSU awards serve as a retention tool for ~~our earnings and cash flow metrics and one three-year period for our TSR metric.~~
–: ~~Payouts at the end of the three-year vesting period may range from 0% to 200%.~~

•

~~40% Restricted Stock Units ("RSUs")~~ =

–: ~~The restricted stock units vest three years after grant.~~

•

~~Payments~~ ~~= PEPs and restricted stock units are paid in shares of AECOM stock.~~

•

~~Final Value~~ ~~= The final value depends on AECOM's stock price, furthering alignment with stockholders.~~

~~2017 PEP Design Changes; Addition of Relative Total Shareholder Return Metric~~

~~Starting in fiscal year 2017, in order to further align the interests of~~ our NEOs with those of our stockholders, our Compensation/Organization Committee made significant design changes to its PEP awards. Fiscal year 2017 PEP awards included a relative TSR performance metric measured over three years as a third performance goal. In addition, the two annual performance periods contained in the fiscal year 2016 PEP awards were increased to include a third annual performance period for the financial metrics. A comparison of the revised design changes made in fiscal year 2017 compared to fiscal year 2016 is provided below.

3-year continued service vesting requirements.

Long-Term Equity Incentive Award

	~~PEP Award — Fiscal Year 2016~~	~~Redesigned PEP Award — Fiscal Year 2017~~


~~Performance Metrics~~	~~Adjusted Earnings Per Share = 50%~~ ~~Free Cash Flow Per Share = 50%~~	~~Adjusted Earnings Per Share = 37.5%~~ ~~Free Cash Flow Per Share = 37.5%~~ ~~Relative Total Shareholder Return = 25%~~

~~Performance Periods~~	~~Two annual performance periods~~	~~Three annual performance periods for the Adjusted Earnings Per Share and Free Cash Flow Per Share financial metric~~ ~~One three-year performance period for the Relative Total Shareholder Return metric~~

~~Relative Total Shareholder Return Metric~~	~~N/A~~	~~Performance measured over a three-year performance period vs. Company's compensation peer group~~

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As in prior years, the PEP performance period financial metrics consisted of annual performance periods in which the year 1 target is reflective of AECOM's financial plan and years 2 and 3 targets are growth percentages over year 1 and year 2 performance, respectively. The Compensation/Organization Committee believes that this design targeted year-over-year growth and incentivizes sustainable long-term creation of stockholder value while addressing the year-over-year volatility inherent in our industry. In addition, the Compensation/Organization Committee has further incentivized sustainable long-term growth with the addition of a relative TSR metric measured over a single three-year period.

As part of its review of fiscal year ~~2017~~2023 performance, the ~~Compensation/Organization~~Compensation Committee analyzed the role and responsibilities of each NEO, including their past and current performance history, and prevailing market practices with respect to ~~the Company's compensation peer group. Annual equity awards were not determined based~~our Compensation Peer Group and across industries. Based on ~~the attainment of any particular individual, Company or third party performance metric but were instead based on a consideration of all relevant~~these factors (as well as ~~applied to each NEO (taking~~taking into consideration the ~~Compensation/Organization Committee's~~Compensation Committee’s collective experience regarding appropriate annual equity grant levels)~~. In addition, see pages 27 to 37, in~~, the Compensation ~~Discussion and Analysis for additional disclosures related to pay for performance and goal setting. Based on this assessment, the Compensation/Organization~~ Committee approved the following equity awards in fiscal year ~~2017:~~

2023:

NEOs	2022			2023			% Change
Troy Rudd		$	5,778,000		$	7,700,000		33.3%
Gaurav Kapoor		$	1,750,000		$	2,000,000		14.3%
Lara Poloni		$	1,900,000		$	2,100,000		10.5%
David Gan		$	1,200,000		$	1,250,000		4.2%
Todd Battley		$	750,000		$	900,000		20.0%

For fiscal year 2023, the long-term incentive equity award received by each NEO was comprised of the following:

Type

Weighting
Percentage

Performance Measures and Vesting Requirements

PEP

60%

Metrics:

–

1/3rd to vest based on 3-year Relative TSR

–

1/3rd to vest based on 3-year average ROIC(1) achievements

–

1/3rd to vest based on 1-year, 2-year average, and 3-year average Adjusted EPS Growth(2)

RSU

40%

Continued service over 3-years

(1)

Defined as the 3-Year Average Annual Adjusted NOPAT divided by the 3-Year Average Quarterly Invested Capital. Adjusted NOPAT is Adjusted Attributable Net Income plus Adjusted Interest Expense net of Interest Income (tax effected at a normalized 28.5% rate). Adjusted Attributable Net Income is defined as Net Income Available to Common Stockholders excluding foreign exchange gains/losses on forward contracts related to financing, acquisition and integration related expenses, transaction related expenses, transformational restructuring related expenses, financing charges in interest expense, the amortization of intangible assets, and financial impacts associated with expected and actual dispositions of non-core businesses and assets. Adjusted Interest Expense excludes financing charges in interest expense. Invested Capital is Attributable Shareholders

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2016 2017

NEO RSU Award
($) PEP Target
Award ($) RSU Award
($) PEP Target
Award ($) Overview of Equity Grant Changes

Michael S. Burke $ 4,200,020 $ 6,300,015 $ 4,400,001 $ 6,994,681 Increase based on competitive compensation data

W. Troy Rudd $ 480,007 $ 720,025 $ 600,028 $ 953,824 Increase based on competitive compensation data and recognition of greater experience in the CFO role

Carla J. Christofferson — — $ 540,002 $ 858,462 N/A

Randall A. Wotring $ 520,010 $ 780,014 $ 720,003 $ 1,144,589 Increase reflective of increasing role in AECOM's long-term success as further evidenced by his promotion to COO

Frederick W. Werner $ 800,001 $ 1,200,001 $ 800,024 $ 1,271,779 Flat year-over-year. Increase in PEP award attributable to relative TSR awards as noted in the next paragraph.

Equity plus Total Debt less Cash and Cash Equivalents (all per balance sheet). Quarterly Invested Capital is defined as the beginning and ending balance of each respective quarter excluding (1) any balance with respect to all at-risk businesses to be sold and (2) changes to Accumulated Other Comprehensive Loss (i.e., held flat at Q4 FY2023 ending actuals).

~~Increases~~

(2)

Adjusted EPS Growth is calculated as (a) Adjusted Attributable Net Income (as defined in footnote 1) divided by (b) the Weighted Average Number of Common Shares Outstanding, on a diluted basis, for a fiscal year, including any impact from share repurchases.

The Compensation Committee sets performance targets that it believes to be rigorous and challenging. The targets for ROIC and Adjusted EPS included in our PEP ~~Target Award values (based on grant date fair values) in~~design constitute competitively sensitive information. Accordingly, the targets are not disclosed here but align with the Company’s long-term plan and/or guidance provided to stockholders at the time the targets were approved.

The Relative TSR goals measure performance against the Compensation Peer Group and are as follows:

Metric

Threshold

Target

Maximum

Relative TSR

25th percentile

55th percentile

75th percentile

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Performance Earnings Program —
2023 Achievements and Payouts

Fiscal Year 2021 (PEP21)

PEP21 has a three-year performance period to measure ROIC and Relative TSR, and a 1-year, 2-year, and 3-year performance period to measure average Adjusted EPS Growth. The table ~~above are partly attributable~~below details the final performance results.

Fiscal Years 2021 – 2023	Threshold (0% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual	Actual Payout (%)
ROIC	12.6%	14.0%	15.4%	16.2%	200.0%
Relative TSR	25th percentile	55th percentile	75th percentile	57th percentile	110.7%
Adjusted EPS Growth
1-Year	14.2%	17.8%	21.3%	22.0%	200.0%
2-Year	9.7%	12.1%	14.5%	19.2%	200.0%
3-Year	8.0%	10.0%	12.0%	12.4%	200.0%

Prior to approving the PEP21 payout, the Compensation Committee reviewed the Company’s stock price performance and Relative TSR as compared to the ~~addition~~peer group during the PEP21 performance period to confirm alignment between pay and performance. The Compensation Committee determined that the Company’s stock price performance supported the PEP21 payout as the Company’s market capitalization increased by approximately $4.7 billion or 71% over the performance period. Importantly, as shown below, the Company’s stock also outperformed the broader stock market, as represented by the S&P 500 index, over that time period by nearly 50%.

The Committee also determined the Company’s Relative Total Stockholder Return during the PEP21 performance period of 52.6% compared to our ISS peer group and 57.1% compared to our fiscal year 2021 proxy peer group supported the PEP21 payout.

Fiscal Years 2022 (PEP22) and 2023 (PEP23)

PEP22 and PEP23 have three-year performance periods to measure ROIC and Relative TSR, and a ~~relative TSR metric.~~ 1-year, 2-year, and 3-year performance period to measure average Adjusted EPS Growth.

The ~~SEC requires relative TSR awards~~Compensation Committee sets performance targets that it believes to be ~~valued under the Monte Carlo option pricing model, resulting in a 124% premium in the reportable value vs. the value of the award based on the closing stock price on the date of grant.~~

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~~PERFORMANCE EARNINGS PROGRAM — 2017 ACTUAL ACHIEVEMENTS AND PAYOUTS~~

rigorous and challenging. Because pre-established targets for financial metrics are competitively sensitive, they are not disclosed here. However, all

~~Fiscal Years 2015-2017 (PEP2015)~~

AECOM's PEP2015 had two one-year performance periods, the second of which ended in fiscal year 2016. Performance was measured with a 50% emphasis on adjusted earnings per share (EPS) and a 50% emphasis on adjusted free cash flow (FCF) per share. Given AECOM's achievement of the PEP2015 goals as disclosed in our prior Proxy Statements, NEOs received PEP2015 payouts at 125% of the target award amounts. Although the performance period for PEP2015 ended at the end of fiscal year 2016, continued employment through December 15, 2017, was required before the PEP2015 awards became vested.

~~Fiscal Years 2016-2018 (PEP2016)~~

The second of the two one-year performance periods for AECOM's PEP2016 closed at the end of fiscal year 2017. Performance was measured with a 50% emphasis on growth in adjusted EPS and a 50% emphasis on growth in FCF per share. Given AECOM's achievement of the PEP2016 goals, NEOs may receive payments from PEP2016 at 125% (100% in Year 1 and 150% in Year 2) of target award amounts. The following table illustrates the threshold, target, maximum and actual payout percentages for the second year of PEP2016. Although the performance period for PEP2016 ended at the end of fiscal year 2017, continued employment through December 15, 2018, is required before the PEP2016 awards become vested.

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Year 2 (Fiscal Year 2017)

Threshold

Target

Maximum

Actual

Actual
Payout (%)

Adjusted EPS Growth¹
(5.0 )% 2.0%-5.0% 10.0 % 4.8 % 100 %

FCF Per Share Growth²
(5.0 )% 2.0%-5.0% 10.0 % 39.8 % 200 %

1: ~~Growth was calculated from a $2.45 achievement in fiscal year 2016.~~
2: ~~Growth was calculated from $3.02, at 200% of Target in fiscal year 2016.~~

targets align with the Company’s long-term plan and/or guidance to stockholders and are designed to drive performance that further enhances long-term stockholder value creation.

For both PEP22 and PEP23, the Relative TSR goals are as follows:

~~Fiscal Years 2017-2019 (PEP2017)~~

Metric

Threshold
(0% Payout)

Target
(100% Payout)

Maximum
(200% Payout)

Relative TSR

25th percentile

55th percentile

75th percentile

~~The first of~~

100% target payout for Relative TSR requires outperformance against the three one-year performance periods for AECOM's PEP2017 closed at the end of fiscal year 2017, measured with a 37.5% emphasis on adjusted EPS and a 37.5% emphasis on FCF per share. In addition, 25% of PEP2017 will be measured based on relative total shareholder returncurrent Compensation Peer Group at the end of the three-year period. Given AECOM's achievement of the PEP2017 goals, NEOs earned payments from the first year of PEP2017 at 33.7% weighted or 134.8% unweighted of the target award amounts. The following table illustrates the threshold, target, maximum and actual payout percentages for the first year of PEP2017. Although the first year of the performance period ~~for PEP2017 ended~~ at the ~~end~~55th percentile. There is no payout below the 25th percentile and Relative TSR of ~~fiscal year 2017, continued employment through December 15, 2019,~~75th percentile or higher would result in a 200% payout. Linear interpolation is ~~required before~~applied for outcomes between those shown in the ~~PEP2017 awards become vested.~~

illustration above.

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Year 1 (Fiscal Year 2017)

Threshold

Target

Maximum

Actual³

Actual
Payout (%)

Adjusted EPS
$ 2.61 $2.84-$2.96 $ 3.05 $ 2.77 69.6 %

FCF Per Share
$ 2.35 $2.56-$2.66 $ 2.74 $ 4.27 200 %

Other Programs, Policies and Guidelines

3: ~~See Annex A, Reconciliation of Non-GAAP Items.~~

~~Table of Contents~~

~~OTHER PROGRAMS, POLICIES AND GUIDELINES~~

~~Stock Ownership Guidelines for Named Executive Officers~~

Stock Ownership Guidelines for Named Executive Officers

NEOs are subject to stock ownership guidelines, which helps to ensure that their interests are aligned with those of stockholders. Under the guidelines, ~~AECOM's~~AECOM’s CEO is required to maintain ownership of AECOM stock at six times base salary and the other NEOs at three times base salary. The minimum number of shares required to meet the guideline is updated annually based on each ~~executive's~~executive’s salary and the 12-month trailing average AECOM stock price. Shares owned directly and indirectly, ~~unvested PEP units and other~~ restricted stock units and vested stock options/shares are counted toward the guidelines. ~~Executives~~NEOs have five full fiscal years, starting from the date an executive is first subject to the guidelines, to comply.

The ~~following~~ table below outlines the stock ownership of ~~AECOM's~~the NEOs as of ~~September 30, 2017.~~

October 1, 2023.

Named Executive Officers	Guideline — Salary Multiple		Actual — Salary Multiple
Troy Rudd		6.0		16.5
Gaurav Kapoor		3.0		7.8
Lara Poloni		3.0		10.8
David Gan		3.0		6.7
Todd Battley		3.0		5.1

Benefit, Retirement and Perquisite Programs

Named Executive Officers
Guideline —
Salary Multiple Actual —
Salary Multiple

Michael S. Burke
6.0 31.5

W. Troy Rudd
3.0 7.0

Carla J. Christofferson
3.0 4.6

Randall A. Wotring
3.0 9.0

Frederick W. Werner
3.0 14.9

~~Each of the NEOs' level of AECOM stock ownership exceeded the applicable guideline levels as of the above date.~~

~~Benefit, Retirement and Perquisite Programs~~

To protect ~~the Company's executives'~~our executives’ health and well-being, facilitate the operation of the business, ~~assist in the retention of~~retain current executives and ~~aid in the recruitment of~~recruit new executives, ~~AECOM's~~AECOM’s NEOs are eligible to participate in benefit plans that are available to a substantial amount of all employees, including participation in retirement plans, medical insurance, dental insurance, life insurance, ~~and~~ disability insurance, and time-off programs. Further, the Company offers certain additional benefits only to executive officers and other senior officers, where applicable, which consist of the following:

•

Executive Annual Physical Program. AECOM provides an annual complete executive physical examination benefit at no cost to each NEO.

•

Executive Life Insurance.AECOM provides company paid life insurance coverage ~~for an amount~~as a multiple of base salary up to a maximum benefit of $2 million for each NEO.

•

Executive Disability Program.AECOM provides an Executive Disability Program, which offers salary replacement of up to 60% of base salary in the event of an ~~executive's~~executive’s disability (maximum $25,000 per month).

•

~~Executive Health Program.~~ AECOM's CEO and Group President, Design and Consulting Services, became executive officers prior to the time the plan became frozen to new participants and, as such, are eligible to participate in the U.S. Executive Health Program on an annual basis. This plan provides up to 100% reimbursement for necessary medical, prescription, dental and vision expenses.

•

AECOM Executive Deferred Compensation ~~Plan ("EDCP").~~ ~~The EDCP, which was ratified by the Company in December 2012, is a~~Plan.A non-qualified deferred compensation plan that enables highly compensated U.S. employees to defer income tax on components of their compensation.

•

Executive Relocation Policy.AECOM provides relocation support to our most senior leadership. Executives draw from a budget to choose from a suite of relocation services.

•

Perquisites.The Company believes that offering certain limited perquisites ~~including an executive allowance to offset normal business expenses incurred by the executive in service to the Company,~~ facilitates the operation of ~~AECOM's~~AECOM’s business and assists in executive retention.

~~Table~~

Employment Agreements, Severance Benefits and Change in Control Provisions

See the “Payments and Benefits upon Termination or Change in Control” section of ~~Contents~~

•: ~~Security Arrangement.~~ ~~The Company maintains~~this Proxy Statement for a ~~comprehensive security program that includes ground and air executive protection that we considered necessary to address our security requirements. In selecting~~description of the ~~level and form of protection, we and the Board considered both security risks faced by those in our industry in general and security risks specific~~benefits provided to our ~~Company and its individuals. Given~~NEOs under the ~~nature of our work across the world, the Company has received evidence of credible threats that we considered when establishing these security requirements.~~

Pursuant to this Security Arrangement, the Board requires that the CEO use private air travel for purposes of security, rapid availability and communications connectivity. This program is not designed to provide a personal benefit (other than the intended security). If, as a result, the CEO uses private air travel for personal reasons, then the reported amount is calculated at the aggregate incremental cost.

~~We regularly review the nature of the threat and associated vulnerabilities with law enforcement and security specialists and will continue to revise our security program as appropriate.~~

~~Change in Control Provisions, Severance Benefits and Employment Agreements~~

~~Effective March 5, 2009, the Company adopted~~AECOM Senior Leadership Severance Plan, the AECOM Technology Corporation Change in Control Severance Policy for Key ~~Executives.~~Executives, as well as agreements with certain of our NEOs.

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Clawback Provisions

In November 2023, the Board approved the Company’s updated clawback policy in compliance with Rule 10D-1 under the Exchange Act and NYSE Listing Standards. The clawback policy ~~was created~~requires the Company to ~~provide severance benefits~~recover incentive-based compensation made to ~~key executives~~current and ~~to make certain~~former executive officers that ~~those executives would remain focused on stockholder interests~~is granted, earned or vested based upon the attainment of a financial reporting measure in the event of ~~a corporate transaction or in connection with a change in control of the Company.~~

The policy provides for the following benefits upon termination without Cause or for Good Reason following a Change in Control (as such terms are defined in the policy) ("double trigger" for cash and equity):

•: A lump-sum severance payment equal to a multiple (of 2.0 for the CEO and of 1.5 for each of the other NEOs) of the sum of each individual's base salary and average bonus (in general, the average of the bonus paid for the three fiscal years preceding the year of termination);
•: ~~Continuation of group health benefits for the number of years equal to the severance multiple;~~
•: ~~Accelerated vesting of all time-vested equity awards, including stock options and restricted stock units;~~
•: ~~Accelerated vesting of performance-based awards, such as PEP awards, with payment based on performance achievement through the date of the change in control; and~~
•: ~~Pro-rata bonus payment during the year of termination.~~

~~The policy does not provide a gross-up for excise or other taxes.~~

The Company also entered into agreements with Messrs. Burke and Wotring that provide certain severance benefits to them in the event of an involuntary termination that is not covered by the Change in Control Severance Policy. A summary of the key terms of these agreements, as well as additional details, can be found under the"PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL" section of this Proxy Statement.

~~Clawback Provisions~~

~~The Compensation/Organization Committee maintains a clawback policy applicable to all current and former Section 16 officers that will apply if there is~~ an accounting restatement due to material ~~noncompliance~~non-compliance with any financial reporting requirement under ~~the~~U.S. securities laws. ~~The Company is authorized to recover a portion of the incentive awards paid to current or former executive officers during the three full fiscal years prior to the date of the covered event.~~

~~Hedging and Pledging~~

Hedging and Anti Pledging

The ~~Company's~~Company’s insider trading policy prohibits all directors, executive officers (as defined by Section 16 of the Exchange Act) and certain other employees designated as insiders from engaging in any hedging or monetization transactions, such as ~~zero-cost~~zero cost collars and ~~forward-sale~~forward sale contracts, involving Company securities.

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In addition, the policy prohibits directors, executive officers and employees from buying shares on margin and the pledging of Company securities ~~by NEOs~~ except in certain limited circumstances subject to Company approval and demonstration of the ~~NEO's~~individual’s ability to repay the applicable loan without selling such securities.

~~Tax Treatment~~

~~Section 162(m)~~

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Report of the ~~Internal Revenue Code, as in effect for fiscal 2017, limited a company's federal tax deduction on compensation paid in excess~~ Compensation and
Organization Committee of ~~$1,000,000 per year to~~ the ~~CEO and the other NEOs other than the CFO.~~ Board
of Directors

The IRS' limitation did not apply to compensation that qualifies as "performance-based" under federal tax law. AECOM's policy has been to structure compensation arrangements, to the extent practicable, with the Company's executive officers that were intended to be deductible under federal tax law, unless the benefit of such deductibility was outweighed by AECOM's corporate objectives. However, since corporate objectives may not always have been consistent with the requirements for full deductibility and further given that the application of Section 162(m) is complex and changes with time (with potentially retroactive effect), AECOM reserved the ability, when appropriate, to enter into compensation arrangements under which payments were not anticipated to be deductible under Section 162(m). Under AECOM's stockholder-approved Executive Incentive Plan ("EIP"), which served as an "umbrella plan" for incentive payments to covered executives, for fiscal year 2017, incentives would only be paid to participants if there were net income (as defined in the EIP, including adjustments) over such fiscal year. For fiscal 2017, AECOM's chief executive officer was eligible to receive an incentive payment under the EIP of up to 3% of the Company's net income (as defined in the EIP including adjustments), and each other participant was eligible to receive an incentive payment under the EIP of up to 1.5% of the Company's net income for such fiscal year. The EIP served only to provide a ceiling on the maximum incentives that any NEO could receive for a fiscal year. Actual incentive payments were determined in accordance with the short-term and long-term programs described in this proxy. It is anticipated that tax changes resulting from the recently passed Tax Reform Bill, effective as of January 1, 2018, could impact future pay practices because executive compensation paid to our NEOs greater than $1 million will no longer be deductible per Section 162(m).

~~Table of Contents~~

~~REPORT OF THE COMPENSATION/ORGANIZATION~~
~~COMMITTEE OF THE BOARD OF DIRECTORS~~

~~The Compensation/Organization~~Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in ~~the Company's Annual Report on Form 10-K and~~ this Proxy Statement.

	Respectfully submitted,
	Daniel R. Tishman, Chair Bradley W. Buss Douglas W. Stotlar Sander van ’t Noordende	~~Respectfully submitted,~~
		~~James H. Fordyce, Chair~~ ~~Linda Griego~~ ~~Dr. Robert J. Routs~~ ~~Clarence T. Schmitz~~

~~Table of Contents~~

TABLE OF CONTENTS ~~EXECUTIVE COMPENSATION TABLES~~

Executive Compensation Tables

The following tables provide information regarding the compensation awarded to or earned during fiscal year ended September 30, ~~2017,~~2023, 2022 and 2021 by our NEOs.

~~Summary Compensation Table for Fiscal Years Ended September 30, 2017, 2016 and 2015~~

Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

Name and Principal Position	Year		Salary (1)			Stock Awards (2)			Non Equity Incentive Plan Compensation (3)			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation			Total
Troy Rudd CEO		2023		$	1,254,387		$	8,306,165		$	1,686,948		$	7,840		$	204,612(4)		$	11,459,952
		2022		$	1,190,463		$	6,278,345		$	1,747,358		$	4,062		$	281,964		$	9,502,192
		2021		$	1,000,002		$	3,125,010		$	1,896,626		$	3,847		$	499,195		$	6,524,680
Gaurav Kapoor Chief Financial & Operations Officer		2023		$	754,894		$	2,157,570		$	815,451		$	0		$	37,556(5)		$	3,765,471
		2022		$	703,079		$	1,901,606		$	833,177		$	0		$	19,701		$	3,457,563
		2021		$	575,000		$	1,375,303		$	901,198		$	0		$	22,773		$	2,874,274
Lara Poloni(9) President		2023		$	757,776		$	2,265,426		$	931,844		$	0		$	261,408(6)		$	4,216,454
		2022		$	774,935		$	2,064,668		$	950,004		$	0		$	21,160		$	3,810,767
		2021		$	750,262		$	1,134,893		$	1,209,314		$	0		$	15,957		$	3,110,426
David Gan Chief Legal Officer		2023		$	582,962		$	1,348,425		$	620,797		$	0		$	42,120(7)		$	2,594,304
		2022		$	589,424		$	1,303,964		$	607,885		$	0		$	29,645		$	2,530,918
		2021		$	535,578		$	1,163,730		$	834,515		$	0		$	21,049		$	2,554,872
Todd Battley(9) Chief Strategy Officer		2023		$	453,832		$	970,882		$	487,259		$	0		$	21,303(8)		$	1,933,276
		2022		$	469,996		$	815,087		$	502,202		$	0		$	18,463		$	1,805,748
		2021		$	416,616		$	529,008		$	493,729		$	0		$	15,957		$	1,455,310

Name and Principal
Position
Year
Salary
(1)
Bonus
Stock
Awards
(2)
Non-Equity
Incentive Plan
Compensation
(3)
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
All Other
Compensation
Total

Michael S. Burke
2017 $1,354,812 $0 $11,394,682 $3,330,315 $0 $503,938 (4) $16,583,747
Chairman and CEO (PEO)
2016 $1,276,928 $0 $10,500,035 $2,788,500 $0 $491,421 $15,056,884
2015 $1,153,858 $0 $14,000,050 $2,970,000 $0 $489,283 $18,613,191
W. Troy Rudd

2017
$581,167
$0
$1,553,852
$700,000
$2,815
$63,135
(5)
$2,900,969
Executive Vice President, Chief
2016 $528,851 $0 $1,200,031 $560,000 $997 $54,786 $2,344,665
Financial Officer (PFO)

Carla J. Christofferson

2017
$578,474
$0
$1,398,464
700,000
$0
$42,757
(6)
$2,719,695
Executive Vice President,

General Counsel

Stephen M. Kadenacy.

2017
$716,833
$0
$8,877,980
(7)
$0
$0
$2,086,208
(8)
$11,681,021
(7)
Former President and COO
2016 $713,464 $0 $3,600,034 $1,037,000 $0 $112,744 $5,463,242
2015 $663,472 $0 $3,150,025 $1,114,000 $0 $96,012 $5,023,509
Frederick W. Werner

2017
$672,309
$0
$2,071,803
$500,000
$0
(9)
$77,022
(10)
$3,321,134
Group President, DCS —
2016 $661,540 $0 $2,000,002 $320,000 $76,478 $69,093 $3,127,113
Americas
2015 $644,240 $110,000 $2,000,021 $390,000 $20,744 $61,151 $3,226,156
Randall A. Wotring

2017
$731,925
$20,000
$1,864,591
$1,480,000
$0
(9)
$20,750
(11)
$4,117,266
Chief Operating Officer
2016 $705,389 $0 $1,300,024 $1,200,000 $140,399 $22,697 $3,368,509
2015 $680,060 $120,000 $2,600,060 $1,380,000 $0 $22,225 $4,802,345

(1)

~~(1)~~: Includes any ~~deferrals to AECOM's~~amounts deferred under our qualified defined contribution plan ~~and~~or our non-qualified deferred compensation plan. For more information regarding amounts deferred into the non-qualified deferred compensation plan, please refer to the ~~"EXECUTIVE~~“EXECUTIVE NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ~~2017~~"2023” table. The fiscal year ~~2017, fiscal year 2016~~2023, 2022, and ~~fiscal year 2015~~2021 compensation amounts are for a 52-week fiscal year.

(2)

These amounts represent the grant date fair value of the stock awards granted during the applicable fiscal ~~year. For Mr. Burke, his amount includes~~year, calculated in accordance with FASB ASC Topic 718 as described below and in the “Grants of Plan-Based Awards for Fiscal Year 2023” table.

The grant date fair value amounts in this column for fiscal year 2023 are based on the following calculations:

•

The grant date fair value of PEP awards subject to financial performance vesting conditions is calculated based upon the number of target PEP units granted multiplied by 66.7% and by the common stock price of $83.67 on the day of grant for the awards issued on December 15, 2022. The grant date fair value of PEP awards subject to relative TSR market conditions is calculated based upon the number of target PEP units granted multiplied by 33.3% and by the Monte Carlo value of $116.60 on December 15, 2022.

•

The annual ~~stock~~RSU awards granted ~~in November 2014 and a performance recognition award~~on December 15, 2022 are calculated based upon the number of RSUs granted ~~in November 2014 associated with~~multiplied by the ~~successful acquisition~~closing common stock price of ~~URS. For Mr. Wotring, his amount includes annual stock awards granted in November 2014 and a special sign-on restricted stock unit award granted in November 2014.~~

$83.67 on the grant date.

With respect to the PEP awards, these amounts represent the value based on the target performance as of the grant date. As discussed in the Compensation Discussion and Analysis, two thirds, or 66.7%, of the PEP2023 awards are subject to performance vesting conditions (ROIC and Adjusted EPS Growth) and one third, or 33.3%, are subject to a market condition (Relative TSR). The value of the financial metrics portion ~~(75%~~(66.7%) of the ~~PEP2017~~PEP2023 awards based on maximum performance is as follows: Mr. ~~Burke~~Rudd — ~~$9,900,001 ($6,600,001~~$6,160,009 (55,217 PEP2023 units granted × ~~75%~~66.7% × $83.67 grant price × 200%) maximum payout), Mr. ~~Rudd~~Kapoor — ~~$1,350,005 ($900,004~~$1,600,105 (14,343 PEP2023 units granted × ~~75%~~66.7% × $83.67 grant price × 200%) maximum payout), Ms. ~~Christofferson~~Poloni — ~~$1,215,033 ($810,022~~$1,680,094 (15,060 PEP2023 units granted × ~~75%~~66.7% × $83.67 grant price × 200%) maximum payout), Mr. ~~Kadenacy~~Gan — ~~$3,375,042 ($2,250,028~~$1,000,024 (8,964 PEP2023 units granted × ~~75%~~66.7% × ~~200%), Mr. Werner — $1,800,026 ($1,200,018~~$83.67 grant price × ~~75% ×~~ 200%) maximum payout), and Mr. ~~Wotring~~Battley — ~~$1,620,006 ($1,080,004~~$720,008 (6,454 PEP2023 units granted × ~~75%~~66.7% × $83.67 grant price × 200%) maximum payout).

PEP2023 awards cliff vest after a three-year performance period on December 15, 2025 based on cumulative performance against performance goals and continued employment over that period (except in the case of certain qualifying terminations). RSU awards cliff vest on the third anniversary of the grant date (December 15, 2025), subject to continued employment through the applicable vesting date (except in the case of certain qualifying terminations).

The ~~"GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2017," "OUTSTANDING EQUITY AWARDS FOR FISCAL YEAR END 2017"~~“Grants of Plan-Based Awards for Fiscal Year 2023,” “Outstanding Equity Awards for Fiscal Year End 2023” and the ~~"OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2017"~~“Option Exercises and Stock Vested for Fiscal Year 2023” tables include additional information with respect to all awards outstanding as of September ~~29, 2017.~~30, 2023.

(3)

~~Table of Contents~~

: Each participant who received a PEP2017 award, was awarded a specific number of target units that may be earned by the participant over three independent one-year performance periods, with respect to the financial performance goals and over one three-year period, with respect to the relative TSR goal. The future value of these PEP grants is dependent upon the performance of the Company during the applicable performance periods.
: ~~Each participant who received a restricted stock unit award in fiscal year 2017 was awarded a specific number of units that will be earned after three years and paid at a future settlement date.~~
~~(3)~~: These amounts represent the annual bonus/~~short-term~~short term incentive compensation earned by the NEOs in their respective fiscal years. See ~~"COMPENSATION DISCUSSION AND ANALYSIS~~“Compensation Discussion and Analysis — ~~2017 ELEMENTS OF OUR NAMED EXECUTIVE COMPENSATION~~"2023 Elements of our Named Executive Compensation” for a description of

TABLE OF CONTENTS

this ~~short term~~short-term incentive program. These ~~amounts~~figures include any ~~deferrals to~~amounts deferred under the ~~Company's~~Company’s qualified defined contribution and ~~non-qualified~~nonqualified deferred compensation plan.

(4)

This amount includes a Company match in the AECOM Retirement and Savings Plan ~~(RSP)~~(“RSP”), executive life insurance and long-term disability premiums, ~~health~~$111,679 dividend payments from vested shares, and ~~welfare benefit~~$79,740 in membership dues.

(5)

This amount includes executive life insurance premiums, ~~and other medical costs, a~~membership dues, Company-paid charitable match, ~~club membership dues, an~~and $12,542 dividend payments from vested shares.

(6)

This amount includes executive ~~allowance, spousal board meeting attendance,~~life insurance premiums, Australian superannuation payments, $42,612 dividend payments from vested shares, and ~~$385,176 per~~$209,140 in relocation expenses. Costs related to relocation arise from the ~~Security Arrangement.~~

~~(5)~~

move of the Company’s President from Melbourne, Australia to corporate headquarters in Dallas, TX.

(7)

This amount includes a Company match in the RSP, executive life insurance and long-term disability premiums, ~~health and welfare benefit premiums and other medical costs, a~~Company-paid parking, entertainment, Company-paid charitable match, ~~club membership dues, Company-paid parking,~~ and ~~a car allowance.~~

~~(6)~~

$15,607 dividend payments from vested shares.

(8)

This amount includes ~~a Company match~~$17,121 in Australian superannuation payments.

(9)

The amounts for fiscal 2023 reported in this table for Ms. Poloni and Mr. Battley that are paid in AUD have been converted to USD using the ~~RSP, executive life insurance premiums, health and welfare benefit premiums and other medical costs, a Company-paid charitable match, club membership dues, and Company-paid parking.~~

~~(7)~~

~~For Mr. Kadenacy, in accordance with FASB ASC Topic 718, this amount includes $3,884,611, representing the grant date fair value of Mr. Kadenacy's~~average exchange rate for fiscal year ~~2017 equity awards, and $4,993,369, representing the fair value~~2023 (1 AUD = 0.663121 USD).

Grants of ~~the acceleration of fiscal year 2015 and fiscal year 2016 equity awards pursuant to the severance agreement executed on June 27, 2017. The total stock award value~~Plan Based Awards for Mr. Kadenacy is presented consistent with SEC guidance, although this results in the inclusion of $4,993,369 in equity award value that was previously reported in fiscal year 2015 and fiscal year 2016 and results in the disclosure of the full grant date fair value of fiscal year 2017 equity award even though the fiscal year 2017 equity award was forfeited and not accelerated. See "SEPARATION AND RELEASE AGREEMENT WITH STEPHEN M. KADENACY" ~~for additional information.~~

~~(8)~~

This amount includes a Company match in the RSP, executive life insurance premiums, health and welfare benefit premiums and other medical costs, a Company-paid charitable match, club membership dues, an executive allowance, air travel, and severance payment of $2,019,148. For more information on the severance payment, please refer to the "PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL" ~~table.~~

~~(9)~~

~~Where an individual NEO's change in present value is negative in aggregate we have shown a change in pension value of $0 for each plan. The non-zero changes are as follows:~~

Fiscal Year 2023


~~Name~~	~~Plan Name~~	~~Change in~~ ~~Pension Value~~

~~Frederick W. Werner~~	~~AECOM Pension Plan~~	~~$–3,562~~

	~~AECOM Management Supplemental Executive Retirement Plan~~	~~$–5,199~~

	~~AECOM 1992 Supplemental Executive Retirement Plan and Excess Benefit Plan~~	~~$–119,842~~

	~~Total change in pension value~~	~~$–128,603~~

~~Randall A. Wotring~~	~~URS Federal Services, Inc. Employees Retirement Plan~~	~~$–6,195~~

~~(10)~~: This amount includes a Company match in the RSP, executive life insurance premiums, health and welfare benefit premiums and other medical costs of $45,264, spousal Board meeting attendance, and an executive allowance.
~~(11)~~: ~~This amount includes a Company match in the RSP, executive life insurance premiums, health and welfare benefit premiums and other medical costs, and spousal Board meeting attendance.~~

~~Table of Contents~~

~~Grants of Plan-Based Awards for Fiscal Year 2017~~

The ~~Compensation/Organization~~Compensation Committee typically considers and approves ~~non-equity~~nonequity incentive (“STI”) targets and long-term incentive equity awards in the first quarter of each fiscal year at regular meetings. The following table sets forth information with respect to ~~non-equity~~nonequity incentive targets and long-term incentive equity awards granted to NEOs during the fiscal year ended September 30, ~~2017.~~

2023.

Name and Principal Position					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares or Stock/ Units		Grant Date Fair Value of Stock and Option Awards(3)
Name and Principal Position	Grant Type		Grant Date		Threshold ($)			Target ($)			Max. ($)			Threshold (#)		Target (#)		Max. (#)		All Other Stock Awards: Number of Shares or Stock/ Units		Grant Date Fair Value of Stock and Option Awards(3)
William T. Rudd CEO		STI		10/1/2022		$	0		$	1,593,750		$	3,187,500		—		—		—		—		$	0
		PEP		12/15/2022			—			—			—		0		55,217		110,434		—		$	5,226,105
		RSU		12/15/2022			—			—			—		—		—		—		36,812		$	3,080,060
Gaurav Kapoor CFO		STI		10/1/2022		$	0		$	770,400		$	1,540,800		—		—		—		—		$	0
		PEP		12/15/2022			—			—			—		0		14,343		28,686		—		$	1,357,517
		RSU		12/15/2022			—			—			—		—		—		—		9,562		$	800,053
Lara Poloni President		STI		10/1/2022		$	0		$	880,363		$	1,760,726		—		—		—		—		$	0
		PEP		12/15/2022			—			—			—		0		15,060		30,120		—		$	1,425,379
		RSU		12/15/2022			—			—			—		—		—		—		10,040		$	840,047
David Gan Chief Legal Officer		STI		10/1/2022		$	0		$	586,500		$	1,173,000		—		—		—		—		$	0
		PEP		12/15/2022			—			—			—		0		8,964		17,928		—		$	848,413
		RSU		12/15/2022			—			—			—		—		—		—		5,976		$	500,012
Todd Battley Chief Strategy Officer		STI		10/1/2022		$	0		$	487,400		$	974,800		—		—		—		—		$	0
		PEP		12/15/2022			—			—			—		0		6,454		12,908		—		$	610,850
		RSU		12/15/2022			—			—			—		—		—		—		4,303		$	360,032

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards:
Number
of
Shares or Grant Date
Fair Value
of
Stock and

Name and
Principal
Position
Grant
Type Grant
Date Threshold
($) Target
($) Max.
($) Threshold
(#) Target
(#) Max.
(#) Stock/
Units Option
Awards(3)

Michael S. Burke
STI $0 $2,268,750 $4,537,500 — — — — $0
Chairman and CEO (PEO)
PEP 12/15/16 — — — 0 172,956 345,912 — $6,994,681
RSU 12/15/16 — — — — — — 115,304 $4,400,001
W. Troy Rudd
STI $0 $600,000 $1,200,000 — — — — $0
Executive Vice President,
PEP 12/15/16 — — — 0 23,585 47,170 — $953,824
Chief Financial Officer
RSU 12/15/16 — — — — — — 15,724 $600,028
(PFO)

Carla J. Christofferson
STI — $600,000 $1,200,000 — — — — $0
Executive Vice President,
PEP 12/15/16 — — — 0 21,227 42,454 — $858,462
General Counsel
RSU 12/15/16 — — — — — — 14,151 $540,002
Stephen M. Kadenacy
STI $0 $852,500 $1,705,000 — — — — $0
Former President and
PEP 12/15/16 — — — 0 58,963 117,926 — $2,384,580
COO
RSU 12/15/16 — — — — — — 39,309 $1,500,031
PEP 12/15/15 — — — 0 42,113 84,226 — $1,361,513
RSU 12/15/15 — — — — — — 25,402 $821,247
PEP 12/15/14 — — — 0 53,457 106,914 — $1,728,265
RSU 12/15/14 — — — — — — 33,478 $1,082,344
Frederick W. Werner
STI $0 $675,000 $1,350,000 — — — — $0
Group President, DCS —
PEP 12/15/16 — — — 0 31,447 62,894 — $1,271,779
Americas
RSU 12/15/16 — — — — — — 20,965 $800,024
Randall A. Wotring
STI $0 $740,000 $1,480,000 — — — — $0
Chief Operating Officer
PEP 12/15/16 — — — 0 28,302 56,604 — $1,144,589
RSU 12/15/16 — — — — — — 18,868 $720,003

(1)

~~(1)~~: See ~~"COMPENSATION DISCUSSION AND ANALYSIS~~“Compensation Discussion and Analysis — ~~2017 ELEMENTS OF OUR NAMED EXECUTIVE COMPENSATION"~~2023 Elements of our Named Executive Compensation” for a description of this short-term incentive program.

(2)

The target for the ~~PEP2017~~PEP2023 awards ~~was~~is 100% of the granted PEP units. The maximum for the ~~PEP2017~~PEP2023 awards ~~was~~is 200% of the granted PEP units.

(3)

The grant date fair value amounts in this column are based on the following calculations:

•

~~All~~

The grant date fair value of ~~the~~ PEP awards subject to financial performance vesting conditions ~~are~~is calculated based upon the number of target PEP units granted multiplied by ~~75%~~66.7% and by the common stock price of ~~$38.16~~$83.67 on the day of grant for the awards issued on December 15, ~~2016.~~2022. The grant date fair value of PEP awards subject to relative TSR ~~performance vesting~~market conditions ~~are~~is calculated based upon the number of target PEP units granted multiplied by ~~25%~~33.3% and by the Monte Carlo value of ~~$47.29~~$116.60 on December 15, ~~2016.~~2022. These PEP awards will cliff vest 100% on December 15, ~~2019,~~2025, following the close of the three-year vesting period, provided the performance conditions are ~~achieved.~~

•

~~All~~achieved, subject to continued employment through the vesting date (except in the case of ~~the~~certain qualifying terminations).

•

The annual ~~restricted stock unit~~RSU awards granted on December 15, 2022 are calculated based upon the number of ~~restricted stock units~~RSUs granted multiplied by the closing common stock price of ~~$38.16~~$83.67 on the ~~day of~~ grant ~~for the awards issued on December 15, 2016.~~date. These annual ~~restricted stock unit~~RSU awards will cliff vest 100% on December 15, ~~2019, following~~2025, subject to continued employment through the ~~close~~vesting date (except in the case of ~~the three-year vesting period.~~certain qualifying terminations).

~~Table of Contents~~

~~Outstanding Equity Awards for Fiscal Year 2017~~

TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year-End 2023

The following table sets forth information with respect to all outstanding ~~long-term incentive~~ equity awards ~~granted to~~held by the NEOs as of September 30, 2023.

Name	Option Award											Stock Award
	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date		Shares or Units of Stock That Have Not Vested							Equity Incentive Plan Awards: Unearned Shares or Units That Have Not Vested
							Option Exercise Price ($)			Option Expiration Date				Number (#)(1)		Market Value ($)(2)					Number (#)(3)		Market or Payout Value ($)(4)
Troy Rudd		0(5)		106,194(5)		0(5)		$	38.72		8/15/2027		RSU2023		36,812		$	3,056,868
													RSU2022		30,940		$	2,569,258
													PEP2023		12,270		$	1,018,938		PEP2023		42,947		$	3,566,319
													PEP2022		17,828		$	1,480,473		PEP2022		44,052		$	3,658,078
													PEP2021		101,310		$	8,412,782
Gaurav Kapoor													RSU2023		9,562		$	794,028
													RSU2022		9,371		$	778,168
													RSU2021		10,861		$	901,897
													PEP2023		3,187		$	264,676		PEP2023		11,156		$	926,394
													PEP2022		5,400		$	448,416		PEP2022		13,343		$	1,108,003
													PEP2021		27,728		$	2,302,533
Lara Poloni													RSU2023		10,040		$	833,722
													RSU2022		10,175		$	844,932
													PEP2023		3,347		$	277,907		PEP2023		11,713		$	972,648
													PEP2022		5,863		$	486,856		PEP2022		14,486		$	1,202,917
													PEP2021		36,793		$	3,055,291
David Gan													RSU2023		5,976		$	496,247
													RSU2022		6,426		$	533,615
													RSU2021		9,190		$	763,138
													PEP2023		1,992		$	165,416		PEP2023		6,972		$	578,955
													PEP2022		3,703		$	307,483		PEP2022		9,149		$	759,733
													PEP2021		23,463		$	1,948,368
Todd Battley													RSU2023		4,303		$	357,321
													RSU2022		4,017		$	333,572
													RSU2021		4,178		$	346,941
													PEP2023		1,434		$	119,098		PEP2023		5,020		$	416,861
													PEP2022		2,315		$	192,197		PEP2022		5,718		$	474,823
													PEP2021		10,665		$	885,622

(1)

This column represents the ~~end~~aggregate number of shares subject to RSU2023, RSU2022, RSU2021, PEP2023, PEP2022, and PEP2021 awards that were subject only to service-based vesting as of September 30, 2023. For PEP2023, the number of earned PEP units reflects fiscal year ~~ended~~2023 adjusted EPS growth performance of 200%. For PEP2022, the number of earned PEP units reflects fiscal year 2022 adjusted EPS growth performance of 200% and fiscal year 2023 two-year average adjusted EPS growth performance of 145.7%. For PEP2021, the number of earned PEP units is based on the actual performance of 170.2%.

(2)

This column represents the aggregate number of shares subject to RSU2023, RSU2022, RSU2021, PEP2023, PEP2022, and PEP2021 awards that were subject only to service-based vesting as of September 30, ~~2017.~~

2023, multiplied by the September 29, 2023 common stock price of $83.04 per share.

Option Awards
Stock Awards

Name and
Principal Position
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Options
Unexercisable
(#)
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of Shares or
Units of Stock That
Have Not Vested
(#)(1)
Market Value of Shares
or Units of Stock
That Have Not
Vested
($)(2)
Equity Incentive
Plan Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested
(#)(3)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or Other
Rights That Have Not
Vested
($)(4)

Michael S. Burke
N/A 127,714 510,856 (5) $31.62 3/5/2024 RSU2017 115,304 RSU2017 $4,244,340 PEP2017 188,004 PEP2017 $6,920,427
Chairman and CEO (PEO)
RSU2016 140,375 RSU2016 $5,167,204
RSU2015 111,077 RSU2015 $4,088,744
66,561 N/A $27.54 12/8/2017 RSU2015MSB 154,274 RSU2015MSB $5,678,826
PEP2016 263,203 PEP2016 $9,688,502
PEP2015 208,270 PEP2015 $7,666,419
W. Troy Rudd

N/A
N/A
N/A
N/A
RSU2017

15,724
RSU2017

$578,800
PEP2017

25,637
PEP2017

$943,698
Executive Vice President, Chief
RSU2016 16,043 RSU2016 $590,543
Financial Officer (PFO)
RSU2015 24,103 RSU2015 $887,231
PEP2016 30,082 PEP2016 $1,107,318
PEP2015 11,572 PEP2015 $425,965
Carla J. Christofferson

RSU2017

14,151
RSU2017

$520,898
PEP2017

23,074
PEP2017

$849,354
Executive Vice President,
RSU2016 17,380 RSU2016 $639,758
General Counsel
PEP2016 32,588 PEP2016 $1,199,564
Stephen M. Kadenacy

N/A
N/A
N/A
N/A
0
$0
0
$0
Former President and COO

Frederick W. Werner

RSU2017

20,965
RSU2017

$771,722
PEP2017

34,183
PEP2017

$1,258,276
Group President, DCS —
RSU2016 26,738 RSU2016 $984,226
Americas
RSU2015 24,474 RSU2015 $900,888
PEP2016 50,134 PEP2016 $1,845,433
PEP2015 46,283 PEP2015 $1,703,677
Randall A. Wotring

N/A
N/A
N/A
N/A
RSU2017

18,868
RSU2017

$694,531
PEP2017

30,765
PEP2017

$1,132,460
Chief Operating Officer
RSU2016 17,380 RSU2016 $639,758
RSU2015 16,045 RSU2015 $590,616
PEP2016 32,588 PEP2016 $1,199,564
PEP2015 30,084 PEP2015 $1,107,392

~~(1)~~: (3)

This column represents the number of ~~RSU2017, RSU2016, RSU2015, PEP2016~~shares subject to PEP2023 and ~~PEP2015 awards~~PEP2022 units that were ~~not vested~~unearned and unvested as of September 30, ~~2017. PEP2016 and PEP2015 payment is contingent on continuous employment by the NEOs through December 15, 2018, and December 15, 2017, respectively.~~2023. The number of PEP units is based on estimated performance at target of ~~125%~~100% for ~~PEP2015~~PEP2023. For PEP2022, the number of PEP units is based on the estimated performance of 150% for two thirds, or 66.7%, of the awards that are subject to performance vesting conditions (ROIC and ~~125%~~Adjusted EPS Growth) and on estimated performance at target of 100% for ~~PEP2016.~~

~~(2)~~

one third, or 33.3%, of the awards that are subject to a market condition (Relative TSR).

(4)

This column represents the number of ~~RSU2017, RSU2016, RSU2015, PEP2016~~PEP2023 and ~~PEP2015 awards that were not vested as of September 30, 2017, multiplied by the September 29, 2017, common stock price of $36.81 per share.~~

~~(3)~~

~~This column represents the number of PEP2017~~PEP2022 units that were not vested as of September 30, ~~2017.~~2023. The number of PEP units is based on estimated performance at target of ~~108.7% for PEP2017 (based on 134.8% for PEP2017 Year 1 financial performance, assumed~~ 100% for ~~PEP2017 Year 2 financial performance, assumed 100% for PEP2017 Year 3 financial performance, and assumed 100% for PEP2017 relative TSR performance) as of September 30, 2017.~~

~~(4)~~

~~This column represents the number of PEP2017 units that were not vested as of September 30, 2017, adjusted for the estimated PEP performance in the prior column,~~PEP2023, multiplied by the September 29, ~~2017,~~2023 common stock price of ~~$36.81~~$83.04 per share.

For PEP2022, the number of PEP units is based on the estimated performance of 150% for two thirds, or 66.7%, of the awards that are subject to performance vesting conditions (ROIC and Adjusted EPS

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Growth) and on estimated performance at target of 100% for one third, or 33.3%, of the awards that are subject to a market condition (Relative TSR), multiplied by the September 29, 2023 common stock price of $83.04 per share.

(5)

This reflects the special performance stock option award granted on ~~March 5, 2014,~~August 15, 2020 to Mr. Rudd in connection with ~~Mr. Burke's~~his appointment to the position of ~~Chief Executive Officer.~~CEO. The ~~award will~~performance stock option is subject to both service and stock price vesting conditions, which must each be satisfied for the option to vest as to the underlying shares. The service vesting requirement is satisfied in five (5) equal installments on ~~the fifth~~each anniversary of the grant date, subject to continued employment ~~and achievement~~through the applicable vesting date except in connection with certain qualifying terminations. The performance vesting requirement is also satisfied in five (5) equal installments, upon our volume-weighted average price during a 20-day consecutive trading day period achieving each of ~~certain stock price performance goals. The award becomes~~

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~~eligible to vest the first time the trailing 20-day average closing price of AECOM's common stock equals or exceeds~~ the following stock price ~~performance~~ hurdles:


~~Stock Price Hurdle (equals or exceeds)~~				~~% Eligible to Vest~~				~~Tranches Achieved~~
		Target Stock Price
~~Exercise Price plus $2.50 or $34.12~~				10	%			~~Yes — August 1, 2014~~

~~Exercise Price plus $5.00 or $36.62~~				20	% Eligible to Vest					~~Yes — September 4, 2014~~
			Status

Exercise Price plus ~~$7.50 or $39.12~~				30	%			~~TBD~~
				20% ($46.46)
~~Exercise Price plus $10.00 or $41.62~~				40	%			~~TBD~~
		20%					Vested as of August 15, 2021
	Exercise Price plus ~~$12.50 or $44.12~~				50	%			~~TBD~~
				40% ($54.21)
~~Exercise Price plus $15.00 or $46.62~~				60	%			~~TBD~~
		20%					Vested as of August 15, 2022
	Exercise Price plus ~~$17.50 or $49.12~~				70	%			~~TBD~~
				60% ($61.95)
~~Exercise Price plus $20.00 or $51.62~~				80	%			~~TBD~~
		20%					Vested as of August 15, 2023
	Exercise Price plus ~~$22.50 or $54.12~~				90	%			~~TBD~~
				80% ($69.70)
~~Exercise Price plus $25.00 or $56.62~~				~~100~~	%			~~TBD~~
		20%					Performance achieved; will vest on August 15, 2024
	Exercise Price plus 100% ($77.44)						20%				Performance achieved; will vest on August 15, 2025

The ~~following~~ table below provides information on the vesting schedules associated with the outstanding long-term incentive equity awards listed above:

Award Type				~~Expiration~~ ~~Date~~				~~Vesting Schedule~~

			Expiration Date				Vesting Schedule
	Option				8/15/2027
~~Option~~				~~3/5/2024~~				~~Five-year cliff vesting (100%) on the fifth anniversary of the grant date~~The option vests over five (5) years subject to ~~continued employment and~~ achievement of certain stock price performance goals.
	RSU2023
~~Option~~				~~12/8/2017~~				~~These options were entirely exercised on October 5, 2017.~~
				—
~~RSU2017~~				—				The ~~RSU cliff~~RSUs vest 100% on December 15, ~~2019.~~2025*.
		RSU2022				—
~~RSU2016~~				—				The ~~RSU cliff~~RSUs vest 100% on December 15, ~~2018.~~2024*.
	RSU2021
~~RSU2015~~				—				~~The RSU cliff vest 100% on December 15, 2017.~~

~~RSU2015-MSB~~ The RSUs for Mr. Rudd and Ms. Poloni vested on August 15, 2023. The RSUs for all other NEO’s vested on December 15, 2023.				—				~~The RSU vest 1/3 on the anniversary of the grant date beginning November 19, 2017, and ending November 19, 2019.~~
		PEP2023
~~PEP2017~~				—				~~The PEP cliff vest 100% on December 15, 2019, subject to satisfaction of performance conditions.~~
							The PEPs will vest on December 15, 2025*.
~~PEP2016~~				—				~~The PEP cliff vest 100% on December 15, 2018, subject to satisfaction of performance conditions.~~

~~PEP2015~~				—				~~The PEP cliff vest 100% on December 15, 2017, subject to satisfaction of performance conditions.~~
PEP2022						—				The PEPs will vest on December 15, 2024*.
	PEP2021				—				The PEPs vested on December 15, 2023.

~~Table~~

The vesting of ~~Contents~~

the RSU awards and PEP awards is subject to continued employment through the applicable vesting date (except in the case of certain qualifying terminations).

~~Option Exercises and Stock Vested for Fiscal Year 2017~~

Option Exercises and Stock Vested for Fiscal Year 2023

The following table sets forth information ~~with respect to options exercised by and stock awards vested that were held~~about the value realized by the NEOs upon the exercise of stock options and for stock awards that vested during the fiscal year ended September 30, ~~2017.~~

2023.

	Option Awards					Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)			Number of Shares Acquired on Vesting(#)		Value Realized on Vesting ($)(1)
Troy Rudd		159,293		$	7,285,218		141,967		$	12,001,361
Gaurav Kapoor							20,904		$	1,730,224
Lara Poloni							54,981		$	4,641,843
David Gan							26,011		$	2,152,930
Todd Battley							6,969		$	576,824

Option Awards
Stock Awards

Name and Principal Position
Number of Shares
Acquired on
Exercise(#)
Value Realized
on Exercise($)
Number of Shares
Acquired on
Vesting(#)
Value Realized
on Vesting($)(1)

Michael S. Burke
58,140 $380,817 273,446 $10,434,699
Chairman of the Board and CEO (PEO)

W. Troy Rudd
— — 17,970 $685,735
Executive Vice President, Chief Financial Officer (PFO)

Carla J. Christofferson
— — 17,048 $630,094
Executive Vice President, General Counsel

Stephen M. Kadenacy
— — 231,111 $7,918,753
Former President and COO

Frederick W. Werner
9,000 $97,140 94,072 $3,589,788
Group President, Design & Consulting Services — Americas

Randall A. Wotring
— — 20,056 $765,337
Chief Operating Officer

(1)

~~(1)~~: The values in this column ~~generally~~ reflect amounts vested from ~~PEP2014~~the PEP2020 and ~~RSU2014~~RSU2020 awards granted on ~~November 20, 2013.~~December 16, 2019. The value of the ~~PEP2014~~PEP2020 units is based on units earned at 200% ~~of target~~performance and the December ~~15, 2016,~~16, 2022 common stock price of ~~$38.16.~~$82.77. The value of the ~~RSU2014~~RSU2020 units is based on the December ~~15, 2016,~~16, 2022 common stock price of ~~$38.16.~~$82.77. For Ms. ~~Christofferson, however,~~Poloni and Mr. Rudd, the ~~value of the shares reflect the vesting of her sign-on RSU2015 units which is based on the March 2, 2017, common stock price of $36.96. For Mr. Kadenacy, the value~~values in this column also ~~reflects~~reflect amounts vested from ~~accelerated vesting and payment on June 30, 2017 of restricted stock units and PEP~~the RSU2021 awards granted on August 15, 2020 in ~~fiscal years 2015~~connection with their promotions to President and ~~2016. See "SEPARATION AND RELEASE AGREEMENT WITH STEPHEN M. KADENACY" for additional information.~~CEO, respectively. The value of ~~these~~the RSU2021 units is based on the ~~June 30, 2017,~~August 15, 2023 common stock price of ~~$32.33. Breakout of the total number of shares acquired on vesting and the value realized on vesting is as follows:~~

$87.88.

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Number of Shares
Acquired on
Vesting (#) Value Realized
on Vesting ($)

RSU2014/PEP2014 76,661 $2,925,384

RSU2015/PEP2015 86,935 $2,810,609

RSU2016/PEP2016 67,515 $2,182,760

~~Pension Benefits for Fiscal Year 2017~~

~~As of October 9, 2009, AECOM froze all future benefit accruals under the AECOM Pension Plan, AECOM Management Supplemental~~ Executive ~~Retirement Plan, and the 1992 AECOM Supplemental Executive Retirement Plan.~~

~~AECOM Pension Plan ("Pension Plan").~~ ~~The Pension Plan is a U.S. defined benefit plan that was adopted in September 1990. Participation in the Pension Plan was closed to new entrants effective April 1, 1998.~~

~~AECOM Management Supplemental Executive Retirement Plan ("MSERP").~~ The Company amended the Pension Plan, effective July 1, 1998, to provide that certain participants, including NEOs, earning benefits under the Pension Plan would instead earn identical benefits under the MSERP, but on an unfunded basis.

~~1992 AECOM Supplemental Executive Retirement Plan ("92 SERP").~~ In October 1992, the Company established the 92 SERP in order to provide some of our U.S. resident executive officers with pre-retirement death benefits and retirement benefits consistent with the level provided by the previous Pension Plan formula. The 92 SERP also includes early retirement provisions at age 62 with full retirement benefits.

~~AECOM Excess Benefit Plan ("Excess Benefit Plan").~~ ~~In July 1996, the Company established the Excess Benefit Plan~~Nonqualified Deferred Compensation for ~~U.S. participants in the AECOM Supplemental Executive Retirement Plans in order to provide~~

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only those benefits which the Pension Plan cannot provide due to federal tax limits. Benefits from the Excess Benefit Plan are unfunded and will reduce, dollar for dollar, the pension benefit paid by the AECOM Supplemental Executive Retirement Plans.

~~URS Federal Services Inc. Employees Retirement Plan.~~ In October 2014, AECOM acquired URS' Federal Services Division (the "Management Services business segment") which maintained a tax-qualified noncontributory defined benefit retirement plan under which certain Management Services business segment employees receive annual retirement benefits at the employee's normal retirement age, which is calculated based on the employee's year of birth.

The following table sets forth information with respect to the present value of the accumulated pension benefits for the NEOs during fiscal year ended September 30, 2017. Mr. Burke, Mr. Rudd and Ms. Christofferson were not eligible to participate in any of the Pension Plans.

Fiscal Year 2023

Name and Principal Position
Plan Name
Number of
Years
Credited
Service
(#)
Present Value of
Accumulated
Benefits
($)(1)
Payments During
Last FY
($)

Frederick W. Werner
Pension Plan(2) 22.5000 $240,730 $0
Group President, Design & Consulting Services — Americas
Management Supplemental Executive Retirement Plan(3) 22.5000 $321,747 $0
1992 Supplemental Executive Retirement Plan and Excess Benefit Plan(4) 22.5000 $1,045,603 $0
Randall A. Wotring
URS Federal Services Inc. Employees 33.9167 $953,215 $0
Chief Operating Officer
Retirement Plan(5)

~~(1)~~: ~~Present Value of Accumulated Benefits ($).~~ Liabilities shown in this table are computed using the projected unit credit method reflecting average salary and service (where applicable) as of fiscal year 2017. The material assumptions used to determine these liabilities can be located in the notes to our consolidated financial statements found in our Annual Report Form 10-K, except we assumed no pre-retirement decrements and that retirement occurs on the respective plans' earliest unreduced retirement age (or at the end of the 2017 plan year, if later).
~~(2)~~: ~~AECOM Pension Plan.~~ The plan's benefit formula is integrated with Social Security and is based on the participant's years of service for the Company and "Final Average Compensation." Effective April 1, 2004, compensation for use in determining the Final Average Compensation was limited to the participant's highest annual compensation for any calendar year during the period beginning January 1, 1994 and ending December 31, 2003. Compensation is further limited to the applicable Internal Revenue Code section 401(a)(17) limit. The plan benefit is limited to the applicable Internal Revenue Code section 415(b) limit. Only employees hired before April 1, 1998 are eligible to participate in the plan. In addition, eligibility for the plan occurs no later than the completion of one year of service. Early retirement age is the first day of any month after age 55, provided the participant has earned five years of service. The earliest unreduced retirement age is 65. Compensation is the participant's salary, plus sick pay, overtime pay, shift premiums, contract completion bonuses, incentive compensation bonuses, severance pay paid within 30 days of termination of employment, vacation pay, pre-tax contributions made on the participant's behalf to a Internal Revenue Code Section 125 cafeteria plan and pre-tax contributions to the RSP under Internal Revenue Code Section 401(k). The plan was frozen October 9, 2009.
~~(3)~~: ~~AECOM Management Supplemental Executive Retirement Plan.~~ The plan's benefit formula is integrated with Social Security and is based on the participant's years of service for the Company and Final Average Compensation. Effective April 1, 2004, compensation for use in determining the Final Average Compensation was limited to the participant's highest annual compensation for any calendar year during the period beginning January 1, 1994 and ending December 31, 2003. Compensation is further limited to the applicable Internal Revenue Code section 401(a)(17) limit. The plan benefit is limited to the applicable Internal Revenue Code section 415(b) limit. The participant's benefit under this plan is equal to the participant's Total AECOM Pension Plan Benefit minus the benefit payable to the participant under the AECOM Pension Plan. Only employees hired before April 1, 1998 are eligible to participate in the plan.

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Early retirement age is the first day of any month after age 55, provided the participant has earned five years of service. The earliest unreduced retirement age is 65. Compensation is the participant's salary, plus sick pay, overtime pay, shift premiums, contract completion bonuses, incentive compensation bonuses, severance pay paid within 30 days of termination of employment, vacation pay, pre-tax contributions made on the participant's behalf to a Internal Revenue Code Section 125 cafeteria plan and pre-tax contributions to the RSP. The plan was frozen October 9, 2009.

~~(4)~~: ~~AECOM Excess Benefit Plan.~~ In July 1996, we established the Excess Plan for certain participants in the AECOM Pension Plan in order to provide those benefits which the AECOM Pension Plan and the AECOM MSERP cannot provide due to federal limits on pensionable compensation and benefits. Benefits in this plan were frozen in 2009. Benefits from the Excess Benefit Plan are unfunded. AECOM 1992 Supplemental Executive Retirement Plan (92 SERP) — In October 1992, we established the 92 SERP to provide some of our U.S. resident executive officers with pre-retirement death benefits and retirement benefits similar to the level provided by a previous AECOM Pension Plan formula. The 92 SERP requires a participant to have reached the minimum age of 55 and to have worked at AECOM for at least three years in order to receive benefits. The plan also provides full retirement benefits at age 62. Benefits from the AECOM Pension Plan, AECOM MSERP and Excess Plan offset the pension benefit paid by 92 SERP. Benefits in this plan were frozen in 2009. Benefits from the 92 SERP are unfunded. The Excess Plan and the '92 SERP are collectively called the Top Hat SERP.
~~(5)~~: ~~URS Federal Services, Inc. Employees Retirement Plan.~~ AECOM's Management Services business segment (formerly the Federal Services division of URS Corporation) maintains a tax-qualified noncontributory defined benefit retirement plan, under which certain eligible Management Services business segment employees receive annual retirement benefits at the employee's normal retirement age, which is calculated based on the employee's year of birth. The plan's benefit formula is integrated with Social Security and is based on the participant's years of service for the Company and career average compensation. For purposes of the plan, compensation generally means regular base salary (including deferrals made under our 401(k) plan, Section 125 flexible benefit plan and qualified transportation fringe benefit plan), commissions and severance pay, but excludes bonus, overtime pay, incentive pay reimbursements or other expense allowances or other adjustments, fringe benefits and any other type of special or nonrecurring pay. The employees who were eligible to participate were those employees who were hired by the Management Services business segment prior to June 30, 2003, and who were not in a position covered under certain contracts or in a unit of employment covered by a collective bargaining arrangement. Participants become 100% vested in their accrued benefits upon the earlier of (i) five years of service or (ii) attainment of age 45 while employed by the Management Services business segment. A participant will receive his or her normal retirement benefit upon attainment of his or her normal retirement age, which is based upon the applicable social security retirement age (which for Mr. Wotring is approximately age 66), unless early retirement benefits are elected within 10 years of normal retirement age for a participant with at least 10 years of service at termination. A participant may postpone the receipt of his normal retirement benefit after attainment of normal retirement age if the participant continues working for the Management Services business segment. The plan was frozen effective January 31, 2016.

~~Executive Nonqualified Deferred Compensation for Fiscal Year 2017~~

The following table sets forth information with respect to activity in the AECOM Executive Deferred Compensation Plan ~~("EDCP"~~(“EDCP”) during the fiscal year ended September 30, ~~2017.~~2023. The EDCP is a non-qualified plan that enables eligible employees to defer compensation in excess of amounts that ~~they might otherwise have~~may be contributed to the tax-qualified RSP. ~~Participants were~~As with the RSP, participants are allowed to defer ~~the same elements of~~ base salary into the ~~EDCP as are allowed to be deferred under the RSP.~~EDCP. The EDCP also ~~allowed for sign-on~~permits deferral of sign on bonuses and annual incentive

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~~bonuses to be deferred.~~ bonuses. Up to 50% of base salary and 100% of any eligible bonus may be deferred into the EDCP. The EDCP offers a fixed rate of return, which ~~will be~~is determined ~~each year.~~

based on the September 30, 2022 Prime Rate.

	Name			Executive Contributions in Last FY ($)			Registrant Contributions in Last FY ($)			Aggregate Earnings in Last FY ($)(1)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FY ($)(2)
	Troy Rudd			$0			$0			$19,758			$0			$370,070

Name and Principal Position
Executive
Contributions
in Last FY
($)
Registrant
Contributions
in Last FY
($)
Aggregate
Earnings
in Last FY
($)(1)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last FY
($)(2)

W. Troy Rudd
$0 $0 $9,579 $0 $283,889
Executive Vice President, Chief Financial Officer (PFO)

Frederick W. Werner
$0 $0 $4,341 $0 $128,664
Group President, Design & Consulting Services — Americas

(1)

~~(1)~~: Earnings were calculated using the rate of ~~3.50%~~6.25% and, to the extent exceeding 120% of the Applicable Federal Rate, were included in the Nonqualified Deferred Compensation Earnings column of the ~~"SUMMARY COMPENSATION"~~ ~~table.~~
“Summary Compensation Table”.

(2)

~~Of these balances, the following~~

$27,048 of this amount was reported as an executive contribution or earnings above the Applicable Federal Rate in the ~~Summary Compensation Table~~“SUMMARY COMPENSATION TABLE” in prior year proxy ~~statements: Mr. Rudd — $997, Mr. Werner — $114,290.~~statements. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than ~~additional currently earned~~new deferrals of compensation.

~~Payments and Benefits Upon Termination or Change in Control~~

Payments and Benefits Upon Termination or Change in Control

Payments and benefits that would be provided to each NEO in addition to those received by all employees (such as payout of ~~401(k) balances~~accrued salary and paid time off) as a result of certain termination events are set forth in the table below. The amounts shown assume a qualifying termination of employment effective as of the last day of our fiscal year ended September 30, ~~2017.~~

2023.

Agreements with NEOs

The Company has entered into a letter agreement with Mr. Rudd dated June 13, 2020 (the “Rudd Agreement”), pursuant to which he is eligible to participate in the Senior Leadership Severance Plan as described below, except that he is eligible to receive a severance multiple of two (2) times base salary (rather than one (1) times base salary). In addition, the Rudd Agreement provides that Mr. Rudd is eligible for the severance payments and benefits provided under the Change in Control Severance Policy for Key Executives, with the following modifications: (a) his lump sum cash severance benefit will equal two (2) times (rather than one (1) times) his annual base salary; and (b) his lump sum payment in respect of healthcare premiums will be multiplied by 24 (rather than 12).

On March 1, 2023, the Company entered into an employment agreement with Ms. Poloni (the “Poloni Agreement”). The employment is at-will and may be terminated at any time for any reason, with or without notice, by Ms. Poloni or the Company. The Poloni Agreement provides that Ms. Poloni is eligible for severance payments and benefits provided under the Change in Control Severance Policy for Key Executives and Senior Leadership Severance Plan.

In addition, the Company has an employment agreement with Mr. Battley dated January 1, 2021 (the “Battley Agreement”). In accordance with Australian law, the Battley Agreement provides for three (3) months’ notice of termination of employment by the Company, which the Company can elect to pay out in whole or in part in lieu of notice. The Company may terminate employment without notice or without payment in lieu of notice if the employee engages in conduct such as, but not limited, to serious misconduct, gross negligence, or breach of the agreement, each as determined by the Company.

Senior Leadership Severance Plan

In June 2020, the Compensation Committee approved the AECOM Senior Leadership Severance Plan (the “Severance Plan”). Each named executive officer currently employed by the Company is an eligible employee under the Severance Plan. The Severance Plan provides that, upon the termination of employment of an eligible employee by the Company other than for Cause (as defined in the Severance Plan) or due to death or disability (other than any such termination in connection with a change in control of the Company), in addition to the payment of accrued obligations, the eligible employee will receive the following compensation and benefits from the Company: (i) a lump

~~Change in Control Severance Policy for Key Executives~~

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sum payment equal to one (1) times the eligible employee’s base salary (except with respect to Troy Rudd, whose multiple is two (2) times base salary); (ii) 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; (iii) additional service vesting credit for purposes of outstanding equity awards based on the eligible employee’s years of service with the Company (12 months of credit for five to ten years of service and 24 months of credit for more than ten years of service); and (iv) a lump sum payment in respect of the monthly employer portion of healthcare premiums multiplied by 12 (except with respect to Mr. Rudd, for whom the monthly employer portion of the premiums is multiplied by 24). The receipt of the foregoing severance payments and benefits will be subject to the eligible employee’s execution of a separation and release agreement that contains customary restrictive covenants, including obligations with respect to confidentiality and restrictions on soliciting the Company’s employees and customers.

Change in Control Severance Policy for Key Executives

Pursuant to the AECOM Technology Corporation Change in Control Severance Policy for Key Executives (the “CIC Plan”), the NEOs in the table below will receive the following benefits from the Company in connection with a Change in ~~Control:~~

Control (as defined in the CIC Plan):

•

Upon a Change in Control only ("(“single ~~trigger"~~trigger”): (i) ~~full-vesting~~full vesting acceleration of equity awards only if the surviving entity does not continue or substitute such awards post-closing and (ii) deemed satisfaction of PEP Award targets based on actual performance through the change in control date and conversion of the earned PEPs to unvested ~~restricted stock units~~RSUs that will continue to vest based on continued employment through the ~~time-based~~time based vesting period for the PEPs (generally through December 15 following the end of the PEP performance cycle).

•

Upon a termination without Cause (as defined in the CIC Plan) or with Good Reason (as defined in the CIC Plan) within the period that begins 90 days prior to a Change in Control and ends 24 months following a Change in Control ("(“double ~~trigger"~~trigger”): (i) full vesting acceleration of all unvested PEP (but based on actual performance through the change in control date), stock option, ~~restricted stock units~~RSU and other equity awards; (ii) a lump sum cash severance payment equal to a multiple (two times for ~~Chairman and~~our CEO and 1.5 times for other NEOs) of the ~~NEO's~~sum of the NEO’s base salary and average bonus earned over the three years prior to the year of termination (but including only those years in which the NEO was employed as a Key Executive of the Company); (iii) a ~~pro-rata~~pro rata annual bonus payment, under the annual incentive compensation plan applicable to the executive, for the year in which the ~~double trigger~~employment termination occurs, based upon the number of full months between the beginning of the applicable annual performance period and the ~~executive's~~executive’s last date of employment ~~based upon~~and the target level of performance and payable when bonuses are otherwise payable to the ~~Company's~~Company’s executives; and (iv) continued health coverage for a number of years equal to the severance multiple (i.e., two years for our ~~Chairman/~~CEO and 1.5 years for other NEOs).

~~Additional details regarding~~

The receipt of the ~~Company's Change in Control Severance Policy for Key Executives are provided below:~~

•: "Cause" means: (i) the commission of an act of fraud or theft against the Company; (ii) conviction (including a guilty plea or plea of nolo contendere) of any felony; (iii) conviction (including a guilty plea

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~~or plea of nolo contendere) of any misdemeanor involving moral turpitude which could, in the administrator's opinion, cause material injury~~foregoing severance payments and benefits will be subject to the Company; (iv) a material violation of any material Company policy; (v) willful or repeated non-performance or substandard performance of material duties to the Company that is not cured within 30 days after written notice thereof to the executive; or (vi) violation of any local, state or federal laws, rules or regulations in connection with or during performance of the executive's duties to the Company that could, in the administrator's opinion, cause material injury to the Company, that remains uncured after 30 days' notice thereof.

•: "Change in Control" means the consummation of the first to occur of: (i) any "person" becomes the "beneficial owner," directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company's then-outstanding voting securities; (ii) a change in the composition of the Board occurring within a one-year period, as a result of which fewer than a majority of the directors are "incumbent directors" (those directors serving on the date the policy is adopted and any replacements approved by the Board); (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation in which the holders of the Company's outstanding voting securities immediately prior to such merger or consolidation receive, in exchange for their voting securities of the Company in consummation of such merger or consolidation, securities possessing at least 50% of the total voting power represented by the outstanding voting securities of the surviving entity (or ultimate parent thereof) immediately after such merger or consolidation; or (iv) the sale, lease or other disposition by the Company of all or substantially all of the Company's assets.
•: "Good Reason" means a termination of a participant's employment with the Company by the participant, upon 90 days written notice to the Company and after giving the Company 30 days to cure (if curable), if, other than for Cause, any of the following has occurred: (i) any material reduction in the executive's base salary; (ii) a material reduction in the executive's authority, duties or responsibilities; (iii) the material breach by the Company (or any subsidiary) of any written employment agreement covering the executive; or (iv) the transfer of the executive's primary workplace by more than 50 miles from the executive's then-existing primary workplace; provided, however, that in each case, the executive resigns within 30 days after the expiration of the Company's cure period referred to above.

~~Michael S. Burke Letter Agreement~~

Pursuant to a letter agreement between the Company and Mr. Burke, in addition to Mr. Burke's participation in the Company's Change in Control Severance Policy for Key Executives, in the event that his employment is terminated (i) by the Company for any reason other than "Cause" (as defined in the policy) or his death or disability or (ii) by Mr. Burke for "Good Reason" (as defined in the policy), and such termination does not occur within the "protection period" (as defined in the policy) then, the Company will pay to Mr. Burke his accrued compensation, a pro-rata portion of the annual cash incentive award he would have received for the fiscal year in which employment terminates (based on the Company's actual performance over the entire year and the number of full months of actual service during such fiscal year), a lump-sum cash payment equal to two times the sum of his base salary plus the average annual cash incentive award he earned for the three fiscal years preceding the fiscal year in which such termination occurs, twenty-four months of COBRA coverage premiums, and additional vesting of then-outstanding equity awards as follows:

~~(a)~~: ~~then-outstanding PEP awards will remain outstanding and continue to be~~ eligible ~~to vest in accordance with their existing terms (based on actual performance through the end of the applicable performance period);~~
~~(b)~~: ~~the vesting of 100% of unvested time-based restricted stock units will accelerate upon termination;~~
~~(c)~~: ~~the special long-term equity incentive award, to the extent then unvested, will be forfeited; and~~
~~(d)~~: ~~all other outstanding equity-based compensation awards will be treated as set forth in the applicable award agreements.~~

In addition, in the event of a termination due to Mr. Burke's retirement, notwithstanding anything to the contrary in an award agreement, Mr. Burke will be entitled to full vesting of the then-unvested portion of any award granted in conjunction with or following his promotion to CEO, as if he had remained employed through the end

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of each applicable vesting period (and based on actual performance). For this purpose, the letter agreement between the Company and Mr. Burke defines retirement to include Mr. Burke's voluntary termination of employment after attaining the age of 60 or his resignation at any time if the Board determines, in its sole discretion, that an adequate succession is in place and that Mr. Burke and the Board mutually agree that his separation from service is in the best interests of AECOM.

~~Any and all severance payments or benefits provided under the letter agreement are contingent upon the~~employee’s execution of a general ~~release.~~

~~Employment Agreement — Randall A. Wotring~~

~~In addition to Mr. Wotring's participation in the Company's Change in Control Severance Policy for Key Executives, the Company~~waiver and Mr. Wotring also entered into an employment agreement on January 1, 2015 (the "Wotring Employment Agreement"). According to the terms of the Wotring Employment Agreement, if Mr. Wotring voluntarily resigns his employment for Good Reason (as defined in the Wotring Employment Agreement) or if the Company terminates Mr. Wotring's employment without Cause (as defined in the Wotring Employment Agreement), then Mr. Wotring shall be entitled to an amount equal to one times Mr. Wotring's base salary in effect immediately prior to the termination date as well as twelve months of paid COBRA coverage premiums and long-term disability and term life insurance coverage.

~~Separation and Release Agreement with Stephen M. Kadenacy~~

~~Stephen M. Kadenacy and the Company entered into a separation and release agreement date as of June 30, 2017 with the following terms:~~

•: A lump sum cash severance payment equal to one year of Mr. Kadenacy's base salary of $775,008, a prorated portion of Mr. Kadenacy's fiscal year annual bonus equal to $639,382 and additional consideration of $604,758.
•: Accelerated pro rata vesting of Mr. Kadenacy's fiscal year 2015 and fiscal year 2016 restricted stock unit and PEP awards equal to 154,450 shares of AECOM common stock (proration based on the number of months employed during the relevant vesting periods and, for PEP awards, taking into account actual Company performance relative to the applicable performance criteria through the date of separation).
•: ~~A general~~ release of claims in ~~favor~~a form provided by the Company (except as otherwise required by applicable law with respect to eligible employees employed outside of the ~~Company, including non-disparagement, non-competition and non-solicitation provisions.~~

~~Regular U.S. Severance Policy~~

Subject to the terms, conditions and limitations of the Company's U.S. severance program, regular full-time and regular part-time fixed-schedule employees are eligible for severance pay if their employment in the U.S. is terminated or their status is converted to part-time variable for reasons the Company determines, in its discretion, to be severance-qualifying under the following circumstances: lack of work, reorganization or restructuring of a unit or group, reduction in force, or elimination of job or position. Employees who are offered a comparable position with a successor, vendor, contractor, or customer or who decline a reasonable opportunity for an internal transfer are not eligible for severance. The Company retains the right to amend or terminate its severance pay plan at any time without advance notice.

Severance benefits are computed on the basis of the employee's base rate of pay, regular full-time or part-time fixed classification, most recent date of hire and regular work schedule at the time of termination, excluding all other types of compensation, such as overtime, shift differential or other salary uplifts, bonuses, commissions and incentives. NEOs are eligible for 12 weeks of base pay regardless of years of service.

United States).

Long-Term Incentive Equity

Award Agreements

Pursuant to the terms of each of the ~~restricted stock unit~~RSU and PEP awards ~~("Long-Term Incentive Equity"~~(“Long-term Incentive” in the tables below) held by our NEOs, upon the date of a termination of the ~~executive's~~executive’s employment as a result of death or disability, all unvested ~~restricted stock unit~~RSU awards will vest in full and PEP awards will vest ~~in full. Disability means~~based on actual performance as of the

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inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. termination date. Upon ~~the date of~~ a termination of the ~~executive's~~executive’s employment as a result of ~~Retirement,~~retirement, a pro rata ~~vesting~~ portion of ~~then~~the unvested ~~restricted stock unit~~RSU2021, RSU2022, PEP2021, and ~~PEP~~PEP2022 awards will vest. The proration will be calculated as a percentage where the denominator is the number of months in the vesting period or performance cycle of the relevant award and the numerator is the number of whole months from the beginning date of the vesting period or performance cycle through the date of the ~~executive's~~executive’s termination.

PEP awards will pay out after the end of the performance period at the lesser of actual performance or 100%. For awards granted in fiscal year 2023, RSU2023 awards will forfeit upon retirement and PEP2023 awards will continue to vest with payout after the end of the performance period at actual performance.

~~Estimated Potential Payments~~

Name and
Principal Position
Plan Name
Death
Disability
Early
Retirement
and
Voluntary
Termination
Retirement
Involuntary
Termination
for Cause
Involuntary
Termination
Without
Cause
Involuntary
Termination
Upon
Change of
Control(1)

Michael S. Burke
Long-Term Incentive(3) $46,284,737 $46,284,737 $46,284,737 $46,284,737 $0 $43,454,414 $46,284,737
Chairman and CEO
Severance Payment $0 $0 $0 $0 $0 $8,276,451 $8,276,451
(PEO)
Health and Welfare Benefit Continuation $0 $0 $0 $0 $0 $76,952 $76,952
W. Troy Rudd

Long-Term Incentive(3)

$4,467,517
$4,467,517
$0
$0
$0
$0
$4,467,517
Executive Vice
Severance Payment $0 $0 $0 $0 $0 $138,462 $1,740,000
President, Chief Financial Officer (PFO)
Health and Welfare Benefit Continuation $0 $0 $0 $0 $0 $0 $29,252
Carla J. Christofferson

Long-Term Incentive(3)

$3,150,163
$3,150,163
$0
$0
$0
$0
$3,150,163
Executive Vice
Severance Payment $0 $0 $0 $0 $0 $138,462 $1,762,500
President, General Counsel
Health and Welfare Benefit Continuation $0 $0 $0 $0 $0 $0 $29,252
Frederick W. Werner

Pension Plan(3)

$118,609
$232,565
$232,565
$240,730
$232,565
$232,565
$232,565
Group President,
MSERP(3) $158,535 $310,806 $310,806 $321,747 $310,806 $310,806 $310,806
Design and
92 SERP(3) $1,098,883 $1,098,883 $0 $1,098,883 $0 $1,098,883 $1,098,883
Consulting Services —
Long-Term Incentive(2) $7,376,215 $7,376,215 $0 $4,303,221 $0 $0 $7,376,215
Americas
Severance Payment $0 $0 $0 $0 $0 $155,769 $1,730,000
Health and Welfare Benefit Continuation $0 $0 $0 $0 $0 $0 $29,252
Randall A. Wotring

URS Federal Services, Inc.

$481,394
$976,860
$976,860
$953,215
$976,860
$976,860
$976,860
Chief Operating
Employees Retirement Plan(4)
Officer
Long-Term Incentive(3) $5,285,090 $5,285,090 $0 $2,927,806 $0 $0 $5,285,090
Severance Payment $0 $0 $0 $0 $0 $740,000 $2,960,000
Health and Welfare Benefit Continuation $0 $0 $0 $0 $0 $21,680 $21,909

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Estimated Potential Payments

Name	Plan Name	Death	Disability	Voluntary Termination	Retirement	Involuntary Termination for Cause	Involuntary Termination Without Cause	Involuntary Termination Upon Change of Control(1)
Troy Rudd	Long term Incentive(2)	$23,714,659	$23,714,659	$0	$2,353,277	$0	$16,072,570	$23,714,659
	Severance Payment	$0	$0	$0	$0	$0	$4,143,750	$7,357,835
	Health and Welfare Benefit	$0	$0	$0	$0	$0	$38,644	$38,644
Gaurav Kapoor	Long term Incentive(2)	$6,185,234	$6,185,234	$0	$0	$0	$2,254,702	$6,185,234
	Severance Payment	$0	$0	$0	$0	$0	$1,540,800	$3,111,164
	Health and Welfare Benefit	$0	$0	$0	$0	$0	$19,493	$29,239
Lara Poloni	Long term Incentive(2)	$5,991,668	$5,991,668	$0	$0	$0	$3,907,364	$5,991,668
	Severance Payment	$0	$0	$0	$0	$0	$1,680,693	$3,652,271
	Health and Welfare Benefit	$0	$0	$0	$0	$0	$33,966	$50,950
David Gan	Long term Incentive(2)	$4,482,499	$4,482,499	$0	$0	$0	$3,241,882	$4,482,499
	Severance Payment	$0	$0	$0	$0	$0	$1,173,000	$2,548,050
	Health and Welfare Benefit	$0	$0	$0	$0	$0	$18,772	$28,158
Todd Battley(3)	Long term Incentive(2)	$2,594,419	$2,594,419	$0	$0	$0	$1,701,157	$2,594,419
	Severance Payment	$0	$0	$0	$0	$0	$974,800	$1,965,448
	Health and Welfare Benefit	$0	$0	$0	$0	$0	$0	$0

(1)

Under the Change in Control Severance Policy in the event that any benefit payable constitutes a ~~"parachute payment"~~“parachute payment” within the meaning of Internal Revenue Code Section 280G and would be subject to excise tax imposed by Section 4999 of the Internal Revenue Code, then payments shall be provided either in full or reduced to an amount in which no portion of the benefits would be subject to excise tax, whichever provides the greatest after-tax ~~benefit.~~benefit to the executive. The amounts in the table represent the benefits without consideration of reduction to avoid excise tax and based on assumption of a double-trigger event.

(2)

This row includes the payment of all outstanding RSU2017, RSU2016, RSU2015, PEP2017, PEP2016, PEP2015, and Performance Stock Option awards upon Retirement, Death and Total and Permanent Disability as applicable for each individual.

All calculations in this row are based on the AECOM common stock closing price as of September 29, ~~2017,~~2023, which was ~~$38.16~~$83.04 per share.

(3)

~~Present Value~~

In accordance with the Battley Agreement, Mr. Battley may also receive an additional payment of ~~Accumulated Benefits ($)~~up to $121,850 in lieu of three months’ notice of termination.

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CEO Pay Ratio

Pay Ratio

Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the “Regulation,” below we provide disclosure of the ratio of our CEO’s annual total compensation to that of our median compensated employee.

	Total Compensation
CEO		$	11,459,952
Median Employee		$	72,712
Ratio			157.6

Global Employee Data Set

To derive our global employee data set, we employed the following methodology and assumptions:

•

Data Source: We used our global human resource system of record to aggregate employee information from our various systems worldwide.

•

Determination Date: Per the Regulation, registrants are allowed to identify a median employee every three years unless there has been a change in employee population or compensation arrangements that would significantly affect the pay ratio. For fiscal year 2023, we have used the same median employee as the prior fiscal year who was identified using September 17, 2022 as the determination date, which falls within the last three months of the prior fiscal year.

Consistently Applied Compensation Measure & Selection of Median Employee

To determine our median compensated employee, we used a Consistently Applied Compensation Measure (CACM). ~~Liabilities shown~~As our CACM, we used Annual Base Compensation, defined as base salary rate taking into account the employee’s full-time or part-time status and the employee’s scheduled hours of employment, plus any guaranteed 13th or 14th month period pay, as of the Determination Date. We exchanged non-U.S. compensation to U.S. dollars applying the same fixed annual exchange rate used in our filed periodic reports.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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Pay Versus Performance

The following table sets forth information concerning the compensation actually paid to our CEO and to our other NEOs compared to Company performance for the years ended September 30, 2023, 2022, and 2021. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown.

Year	Summary Compensation Table Total for CEO(1)(2)			CAP to CEO(3)			Average Summary Compensation Table Total Pay for other NEOs(1)(2)			Average CAP to other NEOs(3)			Value of Initial Fixed $100 Investment Based On:						Net Income(5)			Adj. EPS(6)			Adj. EPS CAGR(7)
Year	Summary Compensation Table Total for CEO(1)(2)			CAP to CEO(3)						Average CAP to other NEOs(3)			AECOM TSR(4)			Peer Group TSR(4)			Net Income(5)			Adj. EPS(6)			Adj. EPS CAGR(7)
2023		$	11,459,952		$	19,077,083		$	3,127,376		$	4,442,441		$	201		$	141		$	100,141		$	3.71		21%
2022		$	9,502,192		$	14,790,471		$	2,901,249		$	3,716,795		$	164		$	122		$	334,702		$	3.40		28%
2021		$	6,524,680		$	20,557,469		$	2,498,721		$	4,486,501		$	151		$	144		$	202,980		$	2.81		34%

(1)

For 2023, 2022, and 2021 the CEO was Troy Rudd and the other NEOs were Gaurav Kapoor, Lara Poloni, David Gan, and Todd Battley.

(2)

The values reflected in this column reflect the “Total Compensation” set forth in the Summary Compensation Table (“SCT”) for fiscal years 2023, 2022, and 2021 on page 50 of this Proxy Statement. See the footnotes to the SCT for further detail regarding the amounts in this column.

(3)

“Total Compensation Actually Paid” (“CAP”) to our CEO and “Average Total CAP” to our other NEOs was computed as follows:

	CEO									Average Non-CEO NEOs
	2023			2022			2021			2023			2022			2021
SCT Total		$	11,459,952		$	9,502,192		$	6,524,680		$	3,127,376		$	2,901,249		$	2,498,721
Minus SCT Stock Awards		($	8,306,165)		($	6,278,345)		($	3,125,010)		($	1,685,576)		($	1,521,331)		($	1,050,734)
Plus Year-End Fair Value of Unvested Equity Awards Granted in Year		$	7,435,208		$	5,705,027		$	4,233,148		$	1,508,831		$	1,382,408		$	1,412,978
Plus Change in Value of Unvested Equity Awards Granted in Prior Years		$	5,224,777		$	3,762,823		$	11,720,698		$	1,043,713		$	688,460		$	1,572,809
Plus Change in Value of Vested Equity Awards Granted in Prior Years		$	3,149,553		$	1,954,757		$	1,203,953		$	414,680		$	231,571		$	52,727
Plus Change in Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards		$	113,758		$	144,017		$	0		$	33,417		$	34,438		$	0
Total CAP		$	19,077,083		$	14,790,471		$	20,557,469		$	4,442,441		$	3,716,795		$	4,486,501

(4)

Reflects the cumulative total stockholder return of the Company and the peer group, represented by the S&P 400 MidCap index, respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, and the three years ended September 30, 2023, assuming a $100 investment at the closing price on September 30, 2020 and the reinvestment of all dividends.

(5)

Amounts in thousands.

(6)

See Annex A to this Proxy Statement for our definition of Adjusted EPS and a reconciliation of this non-GAAP financial measure.

(7)

Represents the compound annual growth rate for each respective fiscal year since fiscal 2020. The information provided is supplemental to the information required under Item 402(v) and is included to demonstrate compounding earnings growth consistent with the Company’s strategy to maximize shareholder value. See Annex A for a reconciliation of non-GAAP measures.

The following is provided to describe the relationship between CAP and Net Income and Adjusted EPS as well as the relationship between the Company’s TSR and the TSR for the index, in each case over the years covered in the table above. All values other than EPS and TSR are ~~computed using~~in thousands.

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Compensation Actually Paid versus TSR

Compensation Actually Paid versus Net Income

Compensation Actually Paid versus Adjusted EPS

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Strong Relationship Between CAP and Certain Performance Measures

•

The Company’s CAP is well aligned with performance on key financial measures, including strong TSR that outperformed market indices and a 21% Adjusted EPS compounded growth rate, which reflects the ~~same material assumptions~~Company’s focus on shareholder value creation. Despite this strong performance, as compared to fiscal 2021, CEO and non-CEO CAP declined by 7% and 1% respectively in fiscal 2023.

•

Additionally, performance on other key metrics that drive long-term value creation, including free cash flow, adjusted EBITDA and segment adjusted operating margin, also increased meaningfully over this period.

•

GAAP Net Income is influenced by a number of factors and can include items that are one-time in nature and is not exclusively used by investors to determine the ~~analogous liabilities located~~long-term earnings power of the Company. As such, CAP and GAAP Net Income do not move in line with one another.

In the ~~notes~~Company’s assessment, the following represents the most important financial performance measures used by the Company to ~~our consolidated financial statements found elsewhere~~link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to Company performance:

	Significant Financial Performance Measures
	Adjusted EPS Growth
	Adjusted EBITDA
	Free Cash Flow
	NSR Segment Adjusted Operating Margin %
	Relative TSR
	ROIC

The disclosure included in this ~~registration statement, except that~~“Pay Versus Performance” section is not incorporated by reference in Part III of the ~~values provided are~~Company’s Annual Report on Form 10-K for the ~~values had the participant terminated and received immediate benefits as of~~year ended September 30, 2017. Additionally, the values provided above for the AECOM 1992 Supplement Executive Retirement Plan and Excess Benefit Plan have been calculated using the Plan's lump sum basis, which is a 2.84% interest rate and the GAM83 mortality table for distributions made during the plan year beginning October 1, 2017. The interest rate of 2.84% is determined as the yield on the October 1, 2017 10-year US Treasury Note of 2.34% plus 50 basis points.

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2023.

~~Directors' Compensation for Fiscal Year 2017~~

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Directors’ Compensation

The following table sets forth information with respect to the compensation that certain members of the AECOM Board received in fiscal year ~~2017.~~2023. Mr. ~~Burke and Mr. Tishman are employees and~~Rudd did not receive separate compensation for Board member activities. Generally, the annual aggregate dollar value of equity-based and cash compensation granted under our Amended and Restated 2016 Stock Incentive Plan or otherwise to any non-employee director may not exceed $600,000.

All non-employee directors are paid a cash retainer of $100,000 per year. In addition, these non-employee directors receive the following cash retainers for their service on the Board:

•

~~Lead Director~~

Chairman of the Board — Annual retainer of ~~$35,000~~

$150,000

•

Chair of the Audit Committee — Annual retainer of $25,000

•

Chair of the ~~Compensation/Organization~~Compensation Committee — Annual retainer of $25,000

•

Chair of the Other Committees — Annual retainer of $20,000

•

Members of the Audit Committee — Annual retainer of $12,000

•

Members of the Other Committees — Annual retainer of $9,500

•

Board/Committee Meeting Fees — $1,500 or $1,000 for each meeting attended in-person or by telephone, respectively, is paid when the number of meetings during the year has exceeded five (5) for the Board or each Committee

Each non-employee director also receives a $1,000 fee per day, plus reimbursement for travel for attendance at other qualifying Board-related functions in his or her capacity as a ~~Director.~~

director.

Each non-employee director receives an annual ~~long-term~~ equity award with a value of ~~$160,000 composed 100%~~$167,500 (except the Chairperson of the Board who receives $190,000) comprised of time-vested ~~restricted stock units.~~RSUs. We have reviewed this policy and made market-based adjustments to the equity component of directors’ compensation going forward. Each ~~non-employee~~nonemployee director who joins our Board receives an annual ~~long-term~~ equity award ~~pro-rated~~prorated for the number of quarters he or she serves. ~~In November 2016, upon review and recommendation of~~ Exequity ~~the Board approved a resolution increasing the~~provided an annual ~~long-term equity award for each non-employee director to $160,000. In November 2017, Exequity presented a~~ report ~~to the Compensation/Organization Committee concluding that the the total~~indicating our compensation for ~~non-employee~~ directors ~~approximated the median of our compensation peer group and the broader~~is consistent with market ~~(S&P 500).~~

practice.

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)(6)			All Other Compensation ($)(3)			Total($)
Bradley W. Buss		$	135,500		$	167,544		$	1,447		$	304,491
Robert G. Card(4)		$	56,000		$	0		$	1,913		$	57,913
Diane C. Creel(4)		$	60,750		$	0		$	2,009		$	62,759
Lydia H. Kennard		$	100,000		$	167,544		$	11,447		$	278,991
Kristy Pipes		$	125,000		$	247,537		$	386		$	372,923
Clarence T. Schmitz(5)		$	33,625		$	0		$	0		$	33,625
Douglas W. Stotlar		$	271,500		$	190,057		$	11,447		$	473,004
Daniel R. Tishman		$	129,750		$	167,544		$	1,447		$	298,741
Sander van ’t Noordende		$	114,250		$	167,544		$	1,447		$	283,241
General Janet C. Wolfenbarger		$	115,500		$	167,544		$	10,447		$	293,491

Name
Fees Earned or
Paid in Cash
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)
Nonqualified
Deferred
Compensation
Earnings
($)(3)
All Other
Compensation
($)(4)
Total($)

James H. Fordyce
$169,500 $160,025 $0 $6,735 $10,000 $346,260
Senator William H. Frist
$121,500 $160,025 $0 $373 $0 $281,898
Linda Griego
$129,500 $160,025 $0 $0 $8,000 $297,525
David W. Joos
$121,500 $160,025 $0 $4,402 $0 $285,927
Dr. Robert J. Routs
$129,500 $160,025 $0 $0 $0 $289,525
Clarence T. Schmitz
$134,500 $160,025 $0 $0 $8,450 $302,975
Douglas W. Stotlar
$121,500 $160,025 $0 $0 $10,000 $291,525
General Janet C. Wolfenbarger
$111,875 $160,025 $0 $0 $0 $271,900

(1)

~~(1)~~: These amounts include annual retainer fees and any Board and ~~Committee~~committee meeting fees earned in fiscal year ~~2017.~~
2023.

(2)

~~All~~

Ms. Pipes received an RSU award on October 1, 2022 in connection with her appointment to the Board of ~~these restricted stock units will become 100%~~Directors that vested on March 1, 2023 and bewas settled in shares of AECOM ~~stock,~~stock. For all directors, the RSUs granted on March 31, 2023 will become 100% vested on the earlier of the first anniversary of the grant date or the date of the ~~Corporation's 2018~~Company’s 2024 Annual ~~Meeting.~~

~~(3)~~

~~Reflects earnings on EDCP deferrals above 120%~~Meeting, and will be settled in shares of ~~the Applicable Federal Rate (AFR).~~

~~(4)~~

AECOM stock.

(3)

The amounts include cash dividend payments for all non-employee ~~Directors include~~directors, Company matching contributions to charitable organizations for Mss. Kennard and Wolfenbarger and Mr. Stotlar, and retirement gifts for Mr. Card and Ms. ~~Griego,~~Creel.

(4)

In November 2022, Ms. Creel and ~~Messrs. Fordyce,~~Mr. Card notified us separately of their decision not to stand for re-election at the 2023 Annual Meeting. Ms. Creel and Mr. Card continued to serve as directors until the expiration of their terms at the 2023 Annual Meeting.

(5)

Mr. Schmitz ~~and Stotlar.~~passed away in October 2022.

TABLE OF CONTENTS

~~Table~~

(6)

As of ~~Contents~~

~~The~~September 30, 2023, the non-employee directors during fiscal year 2023 had the following number of unvested ~~restricted stock units~~RSUs outstanding as of ~~September 30, 2017:~~

such date:

Director	Unvested RSUs
Bradley W. Buss		1,987
Robert G. Card(1)		0
Diane C. Creel(1)		0
Lydia H. Kennard		1,987
Kristy Pipes		1,987
Douglas W. Stotlar		2,254
Daniel R. Tishman		1,987
Sander van ’t Noordende		1,987
General Janet C. Wolfenbarger		1,987

(1)

In November 2022, Ms. Creel and Mr. Card notified us separately of their decision not to stand for re-election at the 2023 Annual Meeting. Ms. Creel and Mr. Card continued to serve as directors until the expiration of their terms at the 2023 Annual Meeting.

Director
Unvested
Restricted
Stock Units
Additional
Unvested
Restricted
Stock Units
Options
Outstanding

James H. Fordyce
4,229 — 5,160
Senator William H. Frist
4,229 — —
Linda Griego
4,229 — 5,160
David W. Joos
4,229 — —
Dr. Robert J. Routs
4,229 — 6,468
Clarence T. Schmitz
4,229 — —
Douglas W. Stotlar
4,229 — —
General Janet C. Wolfenbarger, USAF Retired
4,229 — —

~~Table of Contents~~

TABLE OF CONTENTS ~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

Compensation Committee Interlocks
and Insider Participation

The members of the ~~Compensation/Organization~~Compensation Committee of our Board in fiscal year 2023 were ~~James H. Fordyce~~Daniel R. Tishman (Chair), ~~Linda Griego, Dr. Robert J. Routs~~Bradley W. Buss, Douglas W. Stotlar and ~~Clarence T. Schmitz.~~Sander van ’t Noordende. Messrs. Tishman and van ’t Noordende have certain relationships requiring disclosure under Item 404(a) of Regulation S-K as described under the heading “Corporate Governance — Certain Relationships and Related Transactions” in this proxy statement. None of the other current or former members of the ~~Compensation/Organization~~Compensation Committee of our Board during fiscal year ~~2017~~2023 were or currently are a current or former officer or employee of the Company, or have had any relationships requiring disclosure under Item 404(a) of Regulation S-K. No executive officer of the Company serves or served during fiscal year ~~2017~~2023 as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving on our ~~Compensation/Organization~~Compensation Committee.

TABLE OF CONTENTS

~~Table~~

Report of ~~Contents~~

~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~

the Audit Committee of the
Board of Directors

The Audit ~~Committee's responsibilities include appointing~~Committee is comprised of non-employee directors, all of whom are “independent” under the ~~Company's~~applicable listing standards of the NYSE and the applicable rules of the SEC. The Audit Committee is governed by a written charter, as amended and restated, which has been adopted by the Board. A copy of the current Audit Committee Charter is available for viewing on the “Corporate Governance” area of the “Investors” section of our website at www.aecom.com.

Management of the Company is responsible for the preparation, presentation, and integrity of the consolidated financial statements, maintaining a system of internal controls and having appropriate accounting and financial reporting principles and policies. The independent registered public accounting firm ~~pre-approving~~is responsible for planning and carrying out an audit of the consolidated financial statements and ~~non-audit services provided by~~an audit of internal control over financial reporting in accordance with the ~~firm~~rules of the Public Company Accounting Oversight Board (United States) and ~~assisting the Board in providing oversight~~expressing an opinion as to the ~~Company's~~consolidated financial ~~reporting process. In fulfilling its~~statements’ conformity with U.S. generally accepted accounting principles (“GAAP”) and as to internal control over financial reporting. The Audit Committee monitors and oversees these processes and is responsible for selecting and overseeing the Company’s independent registered public accounting firm.

As part of the oversight ~~responsibilities,~~process, the Audit Committee ~~meets~~met four times during fiscal year 2023. Throughout the year, the Audit Committee met with the ~~Company's~~Company’s independent registered public accounting firm, management and internal auditors, both together and ~~management~~separately in closed sessions, to review accounting, auditing, internal controls and financial reporting matters.

In ~~connection with~~the course of fulfilling its ~~oversight~~ responsibilities, ~~related to the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K,~~ the Audit Committee ~~met~~did, among other things, the following:

•

reviewed and evaluated the performance and quality of Ernst & Young LLP, the Company’s independent registered public accounting firm, and its lead audit partner in its determination to recommend the retention of Ernst & Young LLP, including by assessing the performance of Ernst & Young LLP from within the Audit Committee and from the perspective of senior management and the internal auditor;

•

considered whether the provision of non-audit services by Ernst & Young LLP to the Company is compatible with maintaining the registered public accounting firm’s independence;

•

reviewed and discussed with management and Ernst & Young LLP the ~~Company's independent registered public accounting firm, and reviewed and discussed with them the~~ audited consolidated financial ~~statements. The Audit Committee~~ statements for the year ended September 30, 2023 and unaudited consolidated financial statements for the quarters ended December 31, 2022, March 31, 2023, and June 30, 2023;

•

reviewed management’s representations that the Company’s consolidated financial statements were prepared in accordance with GAAP and present fairly the results of operations and financial position of the Company;

•

discussed with Ernst & Young LLP the ~~independent registered public accounting firm~~ matters required to be discussed by PCAOB Auditing Standard No. ~~16,~~1301, Communications with Audit Committees, as modified or ~~supplemented. The Audit Committee also discussed with the Company's independent registered public accounting firm~~supplemented and the overall scope and plans for the annual audit, the results of their examinations, their evaluation of the ~~Company's~~Company’s internal controls and the overall quality of the ~~Company's~~Company’s financial ~~reporting.~~

~~The Company's independent registered public accounting firm also provided to the Audit Committee~~reporting;

•

received the written disclosures and letter from Ernst & Young LLP required by the ~~letter required in Rule 3526~~applicable requirements of the Public Company Accounting Oversight Board ~~and~~regarding Ernst & Young LLP’s communication with the Audit Committee concerning independence, and discussed with Ernst & Young LLP its independence;

•

monitored the ~~independent registered public~~reporting system implemented to provide an anonymous complaint reporting procedure;

•

reviewed the scope of and overall plans for the annual audit and the internal audit program;

•

reviewed new accounting ~~firm that firm's independence. In addition, the Audit Committee has considered whether the independent registered public accounting firm's provision of non-audit services~~standards applicable to the Company ~~and its affiliates is compatible~~ with the ~~firm's independence.~~

Company’s Chief Financial Officer, internal audit department and Ernst & Young LLP;

•

consulted with management and Ernst & Young LLP with respect to the Company’s processes for risk assessment and risk mitigation;

•

reviewed the implementation and effectiveness of the Company’s ethics and compliance program, including processes for monitoring compliance with the law, Company policies and the Code of Business Conduct and Ethics.

TABLE OF CONTENTS

The Audit Committee also met with representatives of management, the internal auditors, legal counsel and ~~the independent registered public accounting firm~~Ernst & Young LLP on a regular basis throughout the year to discuss the progress of ~~management's~~management’s testing and evaluation of the ~~Company's~~Company’s system of internal control over financial reporting in response to the applicable requirements of the Sarbanes-Oxley Act of 2002 and related U.S. Securities and Exchange Commission regulations. At the conclusion of this process, the Audit Committee received from management its assessment and report on the effectiveness of the ~~Company's~~Company’s internal controls over financial reporting. In addition, the Audit Committee received from Ernst & Young LLP its attestation report on the ~~Company's~~Company’s internal control over financial reporting. These assessments and reports are as of September 30, ~~2017.~~2023. The Audit Committee reviewed and discussed the results of ~~management's~~management’s assessment and Ernst & Young ~~LLP's~~LLP’s attestation.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017,~~2023, for filing with the U.S. Securities and Exchange Commission. The Audit Committee also approved the appointment of Ernst & Young LLP as the ~~Company's~~Company’s independent registered public accountants for the fiscal year ending September 30, ~~2018,~~2024 and recommended that the Board submit this appointment to the ~~Company's~~Company’s stockholders for ratification at the ~~2018~~2024 Annual Meeting.

	Respectfully submitted,
		~~Respectfully submitted,~~
		~~Clarence T. Schmitz, Chairman~~ ~~Senator William H. Frist~~ ~~David~~Kristy Pipes, Chair Bradley W. ~~Joos~~ Buss Derek J. Kerr Douglas W. Stotlar Gen. Janet C. Wolfenbarger

~~Table of Contents~~

~~AUDIT FEES~~

~~Independent Registered Public Accounting Firm and Fees~~

TABLE OF CONTENTS

Audit Fees

Independent Registered Public Accounting Firm and Fees

The following table summarizes the fees for professional audit services provided by Ernst & Young LLP for the audit of the ~~Company's~~Company’s annual consolidated financial statements for the fiscal years ended September 30, ~~2017,~~2023, and September 30, ~~2016,~~2022, as well as fees billed for all other services provided by Ernst & Young LLP during those same periods:

(in millions)	2022			2023
Audit Fees		$	8.1		$	8.3
Audit Related Fees			0.4			0.4
Tax Fees			1.9			1.1
Total		$	10.4		$	9.8

(in millions)
2017
2016

Audit Fees
$9.6 $10.6
Audit Related Fees
0.8 0.6
Tax Fees
1.7 3.0

Total
$12.1 $14.2

Audit Fees. The fees identified under this caption were for professional services rendered by Ernst & Young LLP for fiscal years ~~2017~~2023 and ~~2016~~2022 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.

Audit-Related Fees. The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption ~~"Audit~~“Audit Fees."” This category may include fees related to the performance of audits and attestation services not required by statute or regulations, ~~due-diligence~~due diligence activities related to acquisitions, ~~contractor's~~contractor’s license compliance procedures and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

Tax Fees. The fees identified under this caption were for tax compliance of ~~$0.8~~$0.6 million, tax planning, tax advice and corporate tax services. Corporate tax services may encompass a variety of permissible services, including technical tax advice related to U.S. and international tax matters, assistance with foreign income and withholding tax matters, assistance with sales tax, ~~value-added~~value added tax and equivalent tax-related matters in local jurisdictions, preparation of reports to comply with local tax authority transfer pricing documentation requirements and assistance with tax audits.

Approval Policy. Except for requests for preapproval made between Audit Committee meetings, the ~~Company's~~Company’s Audit Committee approves in advance all services provided by our independent registered public accounting firm. The Chair of our Audit Committee approves in advance all services requested between Audit Committee meetings. All such interim approvals are reported to and approved by the full Audit Committee at the next meeting. All engagements of our independent registered public accounting firm in fiscal years ~~2017~~2023 and ~~2016~~2022 were pre-approved by the Audit Committee or Chair of the Audit Committee in accordance with this policy.

~~Table of Contents~~

TABLE OF CONTENTS ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

Security Ownership of Certain
Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of January ~~3, 2018,~~19, 2024, by:

•

Each person or group of affiliated persons who we know beneficially owns more than 5% of our common stock;

•

Each of our directors and nominees;

•

Each of our NEOs; and

•

All of our directors and executive officers as a group.

Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. The table includes the number of shares underlying options and warrants that are exercisable within, and the number of shares of restricted stock units that settle within 60 days from January ~~3, 2018.~~

19, 2024.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)	Percent (%) of Class(2)
PRIMECAP Management Company(3) 177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105	17,589,671	12.93%
Blackrock, Inc.(4) 55 East 52nd Street New York, NY 10055	14,321,831	10.53%
The Vanguard Group(5) 100 Vanguard Boulevard Malvern, PA 19355	13,349,600	9.81%
Bradley W. Buss(6)	23,047	*
Lydia H. Kennard(6)	17,882	*
Derek J. Kerr(6)	642	*
Kristy Pipes(6)	3,157	*
Douglas W. Stotlar(6)	39,818	*
Daniel R. Tishman(6)(9)	46,497	*
Sander van ‘t Noordende(6)	9,212	*
General Janet C. Wolfenbarger(6)	33,356	*
Troy Rudd(7)	219,264	*
Gaurav Kapoor	61,057	*
Lara Poloni	76,715	*
David Gan(8)	41,526	*
Todd Battley	31,138	*
All directors and executive officers as a group (12 persons)(10)	572,173	*

Name and Address of Beneficial Owner(1)
Amount and Nature of
Beneficial Ownership(2)
Percent of Class(%)(2)

FMR LLC(3)
22,964,739 14.44%
82 Devonshire Street

Boston, MA 02109

Blackrock Inc.(4)
12,201,791 7.67%
55 East 52nd Street

New York, NY 10022

The Vanguard Group(5)
11,799,865 7.42%
100 Vanguard Boulevard

Malvern, PA 19355

PRIMECAP Management Company(6)
8,178,350 5.14%
171 E. Colorado Blvd., 11^th Floor

Pasadena, CA 91105

Michael S. Burke(7)
342,659 *
James H. Fordyce(8)
143,170 *
Senator William H. Frist(8)
41,852 *
Linda Griego(9)
37,564 *
David W. Joos(8)
30,926 *
Dr. Robert J. Routs(8)
21,825 *
Clarence T. Schmitz(8)
23,399 *
Douglas W. Stotlar(8)
44,593 *
Daniel R. Tishman(10)
144,277 *
General Janet C. Wolfenbarger, USAF Retired(8)
12,252 *
W. Troy Rudd(11)
21,439 *
Carla J. Christofferson(12)
1,868 *
Stephen M. Kadenacy
0 *
Frederick W. Werner(13)
107,264 *
Randall A. Wotring(14)
88,407 *
All directors and executive officers as a group (21 persons)
1,170,869 0.74%

*: Indicates less than one percent.

~~Table of Contents~~

(1)

Unless otherwise indicated, the address of each person in this table is c/o AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary.

(2)

Calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options or warrants exercisable by the holder thereof and the number of shares of restricted stock units that settle within 60 days of January ~~3, 2018,~~19, 2024, are deemed outstanding for the purposes of calculating the number and percentage owned by such stockholder, but not deemed outstanding for the purpose of calculating the percentage of any other person. Unless otherwise noted, all shares listed as beneficially owned by a stockholder are ~~actually~~ outstanding.

(3)

Based solely on the information set forth in a Schedule 13G/A filed by ~~FMR LLC~~PRIMECAP Management Company with the SEC on February ~~14, 2017.~~9, 2023. Based on such filing, ~~FMR LLC~~PRIMECAP Management has sole power to vote or to direct the vote with respect to ~~939,498~~16,538,795 shares, ~~and~~ sole power to dispose or to direct the disposition of ~~22,964,739~~17,589,671 shares.

TABLE OF CONTENTS

(4)

Based solely on the information set forth in a Schedule 13G/A filed by Blackrock Inc. with the SEC on ~~January 19, 2017.~~February 8, 2023. Based on such filing, Blackrock Inc. has sole power to vote or to direct the vote with respect to ~~11,650,171~~13,442,704 shares and sole power to dispose or to direct the disposition of ~~12,201,791~~14,321,831 shares.

(5)

Based solely on the information set forth in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, ~~2017.~~2023. Based on such filing, The Vanguard Group has ~~sole power to vote or to direct the vote with respect to 91,681 shares,~~ shared power to vote or to direct the vote with respect to ~~16,879~~46,333 shares, sole power to dispose or to direct the disposition of ~~11,699,937~~13,183,912 shares, and shared power to dispose or to direct the disposition of ~~99,928~~165,688 shares.

(6)

Based solely on the information set forth in a Schedule 13G/A filed by PRIMECAP Management Company with the SEC on March 6, 2017. Based on such filing, PRIMECAP Management has sole power to vote or to direct the vote with respect to 4,410,900 shares, sole power to dispose or to direct the disposition of 8,178,350 shares.

~~(7)~~

~~Common~~

For Mr. Kerr, common stock includes ~~38,910 shares held in the Company's RSP.~~

~~(8)~~

~~Common stock includes 4,229~~642 shares that will be acquired as settlement of restricted stock units prior to March ~~4, 2018.~~

~~(9)~~

~~Common~~31, 2024. For Mr. Stotlar, common stock includes ~~5,160 shares subject to options exercisable prior to March 4, 2018, and 4,229~~2,254 shares that will be acquired as settlement of restricted stock units prior to March ~~4, 2018.~~

~~(10)~~

31, 2024. For all other directors, common stock includes 1,987 shares that will be acquired as settlement of restricted stock units prior to March 31, 2024.

(7)

Common stock includes ~~182~~1,276 shares held in the ~~Company's~~Company’s RSP.

~~(11)~~

(8)

Common stock includes ~~689~~461 shares held in the ~~Company's~~Company’s RSP.

~~(12)~~

(9)

Common stock includes ~~238~~351 shares held in the ~~Company's~~Company’s RSP.

~~(13)~~

~~Common stock includes 65,933 shares held in the Company's RSP.~~

~~(14)~~

~~Common stock includes 238 shares held in the Company's RSP.~~

~~Table~~

(10)

Excludes Mr. Battley who was no longer an executive officer as of ~~Contents~~

~~OTHER INFORMATION~~

January 19, 2024.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"~~

TABLE OF CONTENTS

Delinquent Section 16(a) ~~requires our directors,~~Reports

Our executive officers, directors and ~~persons who beneficially own more~~beneficial owners of greater than 10% of ~~our~~the outstanding shares of common stock ~~and any other person subject~~are required to ~~Section 16 of the Exchange Act because of the requirements of Section 30 of the Investment Company Act to~~ file reports with the Securities and Exchange Commission ~~initial reports of~~disclosing beneficial ownership and ~~reports of~~ changes in beneficial ownership of our common ~~stock and other equity securities. These Section 16 reporting persons are required by~~stock. Securities and Exchange Commission ~~regulations~~rules require disclosure if an executive officer, director or 10% beneficial owner fails to ~~furnish us with copies of all Section 16 forms they file.~~

~~To our knowledge, based solely~~file these reports on a timely basis. Based on a review of ~~the copies of~~ such reports ~~furnished to us~~ and written representations from ~~Section 16~~the reporting persons, ~~we believe~~the Company believes that all of these reports were timely filed during ~~our~~and with respect to fiscal year ~~ended September 30, 2017, all Section 16 reporting persons complied with all applicable filing requirements.~~

2023, except that an amendment to Form 3 for Ms. Kennard was filed to disclose additional shares held in a trust that were not previously reported due to an administrative oversight.

~~Stockholders Sharing the Same Address~~

TABLE OF CONTENTS

Other Information

Stockholders Sharing the Same Address

Stockholders who have more than one account holding AECOM stock but who share the same address may request to receive only a single set of annual meeting materials. Such requests should be submitted in writing to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary; online through the Information Request page in the ~~"Investors"~~“Investors” section of our website:www.aecom.com; or by calling Investor Relations at (212) 973-2982, and we will promptly make the changes that you have requested. Stockholders who choose to receive only one copy of the annual meeting materials will continue to have access to and utilize separate proxy voting instructions.

If you want to receive a paper proxy or voting instruction form, or other proxy materials for purposes of the ~~2018~~2024 Annual Meeting, follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you.

~~Annual Report on Form 10-K~~

Annual Report on Form 10-K

Printed copies of our most recent Annual Report on Form 10-K (including our financial statements) are available upon request without charge by calling Investor Relations at (212) 973-2982; writing to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary; or soft copies may be obtained from the Investor section of www.aecom.com.

~~Stockholder Proposals~~

Stockholder Proposals

~~2019~~

2025 Annual Meeting Proposals:

Stockholders who wish to have proposals considered for inclusion in the Proxy Statement and form of proxy for our ~~2019~~2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by our Corporate Secretary at the address first set forth on the first page of this Proxy Statement no later than ~~September 20, 2018.~~October 1, 2024. Any proposal should be addressed to our Corporate Secretary and may be included in next ~~year's~~year’s proxy materials only if such proposal complies with our Bylaws and the rules and regulations promulgated by the Securities and Exchange Commission. Nothing in this section shall be deemed to require us to include in our Proxy Statement or our proxy relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission.

In addition, the ~~Company's~~Company’s Bylaws require that the Company be given advance written notice of nominations for election to the Board and other matters that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in the ~~Company's~~Company’s proxy materials in accordance with Rule 14a-8(e) under the Exchange Act). The Corporate Secretary must receive such notice not later than ~~November 30, 2018,~~

~~Table of Contents~~

December 19, 2024, and no earlier than ~~October 31, 2018,~~November 19, 2024, for matters to be presented at the ~~2019~~2025 Annual Meeting of Stockholders. However, in the event that the date of the ~~2019~~2025 Annual Meeting of Stockholders is held before ~~January 29, 2019,~~February 17, 2025, or after ~~March 30, 2019,~~April 18, 2025, for notice by the stockholder to be timely it must be received no more than 120 days prior to the date of the ~~2019~~2025 Annual Meeting of Stockholders and not less than the later of the close of business (a) 90 days prior to the date of the ~~2019~~2025 Annual Meeting of Stockholders and (b) the 10th day following the day on which public announcement of such meeting was first made by the Company. If timely notice is not received by the Company, then the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal or nomination.

~~On November 15, 2017,~~

Pursuant to the ~~Board implemented~~ proxy access ~~which allows~~provisions in the Company’s Bylaws, a stockholder or group of up to 20 stockholders owning in the aggregate 3% or more of the ~~Company's~~Company’s outstanding common stock continuously for at least three years tomay nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided the stockholder(s) and nominee(s) satisfy the requirements in the ~~Company's~~Company’s Bylaws. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in the ~~Company's~~Company’s proxy statement for the ~~2019~~2025 Annual Meeting of Stockholders, the Corporate Secretary must receive proper written notice of the nomination no later than the close of business on October ~~31 , 2018,~~1, 2024, and no earlier than ~~October~~September 1, ~~2018,~~2024, and the nomination must otherwise comply with our Bylaws. However, in the event that the date of the ~~2019~~2025 Annual Meeting of Stockholders is held before ~~January 29, 2019,~~February 17, 2025, or

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after ~~March 30, 2019,~~April 18, 2025, for notice by the stockholder(s) to be timely it must be received no more than 150 days prior to the date of the ~~2019~~2025 Annual Meeting of Stockholders and not less than the later of the close of business (a) 120 days prior to the date of the ~~2019~~2025 Annual Meeting of Stockholders and (b) the 10th day following the day on which public announcement of such meeting was first made by the Company.

In addition to satisfying the foregoing requirements under the company’s bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 18, 2025.

We intend to file the Proxy Statement and a white proxy card with the Securities and Exchange Commission in connection with our solicitation of proxies for our 2025 Annual Meeting of Stockholders. Stockholders may obtain the Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the Securities and Exchange Commission without charge from the Securities and Exchange Commission’s website at: www.sec.gov.

~~Incorporation by Reference~~

Incorporation by Reference

In our filings with the Securities and Exchange Commission, information is sometimes ~~"incorporated~~“incorporated by reference."” This means that we are referring you to information that has previously been filed with the Securities and Exchange Commission, information that should be considered as part of the filing that you are reading. Our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November ~~14, 2017,~~15, 2023, is incorporated by reference herein. Printed copies of our most recent Annual Report on Form 10-K and other reports incorporated herein by reference are available upon request without charge by calling Investor Relations at (212) 973-2982; writing to AECOM, ~~1999 Avenue of the Stars,~~13355 Noel Road, Suite ~~2600, Los Angeles, California 90067,~~400, Dallas, Texas 75240, Attention: Corporate Secretary; or requesting online through the Information Request page in the ~~"Investors"~~“Investors” section of our website:www.aecom.com. Such materials will be provided by first class mail or other equally prompt means. Based on Securities and Exchange Commission regulations, the reports of the ~~Compensation/Organization~~Compensation Committee and Audit Committee, included above, are not ~~specifically~~“soliciting material” and are not incorporated by reference into any other filings that we make with the Securities and Exchange ~~Commission.~~Commission, notwithstanding anything to the contrary set forth in those filings. This Proxy Statement is sent to you as part of the proxy materials for the ~~2018~~2024 Annual Meeting. You may not consider this Proxy Statement as material for soliciting the purchase or sale of our common stock.

~~Other Matters~~

Other Matters

Our Board knows of no other matters that will be presented for consideration at the ~~2018~~2024 Annual Meeting. If any other matters are properly brought before the ~~2018~~2024 Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to vote promptly by either electronically submitting a proxy or voting instruction card over the Internet, by telephone, or by delivering to us or your broker a signed and dated proxy card.

By order of the Board of Directors,

~~Christina Ching~~

Manav Kumar
Corporate Secretary

~~Los Angeles, California~~

Dallas, Texas
January ~~18, 2018~~

~~Table of Contents~~

~~ANNEX A~~

29, 2024

~~Reconciliation of Non-GAAP Items~~

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Annex A

Reconciliation of Non-GAAP Items

Our proxy contains financial information calculated other than in accordance with U.S. generally accepted accounting principles ~~("GAAP"~~(“GAAP”). In particular, the Company believes that non-GAAP financial measures such as NSR segment operating margin, adjusted ~~net income and~~EBITDA, adjusted EPS, free cash flow ~~per share~~and net leverage, provide a meaningful perspective on its business results as the Company utilizes this information to evaluate and manage the business. We use adjusted ~~net income~~EBITDA and adjusted EPS to exclude the impact of ~~prior acquisitions~~certain items, such as amortization expense and ~~dispositions.~~taxes to aid investors in better understanding our core performance results. We use free cash flow to ~~represent~~present the cash generated from operations after capital expenditures to maintain our business. We present NSR to exclude pass-through subcontractor costs from revenue to provide investors with a better understanding of our operational performance. We present NSR segment operating margin to reflect segment operating performance of our Americas and International segments, excluding AECOM Capital and G&A. We also use constant-currency, which is calculated by conforming the current period results to the comparable period exchange rates, and net leverage, which is comprised of EBITDA as defined in the Company’s credit agreement dated October 17, 2014, as amended, and total debt on the Company’s financial statements, net of total cash and cash equivalents. Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reconciliation of ~~EPS for PEP 2017~~

NSR Segment Operating Margin Calculation

	Twelve Months Ended Sept 30 2022			Twelve Months Ended Sept 30 2023
Revenue, Americas Segment		$	9,939.3		$	10,975.7
Revenue, International Segment			3,206.7			3,402.1
Less: pass-through revenues, Americas Segment			(6,228.2)			(7,056.8)
Less: pass-through revenues, International Segment			(609.0)			(619.0)
NSR (Revenue, net of pass-through revenues)		$	6,308.8		$	6,702.0
Income from Operations, Americas Segment		$	653.8		$	714.6
Income from Operations, International Segment			221.2			254.7
Amortization of intangible assets			18.8			18.5
Adjusted income from segment operations		$	893.8		$	987.8
NSR Segment Operating Margin			14.2%			14.7%

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2017~~

~~Net income attributable to AECOM — per diluted average share~~	~~$2.13~~
~~Per adjusted diluted share adjustments~~
~~Non-core operating losses~~	~~0.06~~
~~Acquisition and integration expenses~~	~~0.24~~
~~Amortization of intangible assets~~	~~0.71~~
~~Financing charges in interest expense~~	~~0.11~~
~~Tax effect of above adjustments~~	~~(0.25~~	)
~~Favorable resolution of acquisition-related project and legal matters, net of tax~~	~~(0.13~~	)
~~Other~~¹	~~(0.04~~	)
~~Amortization of intangible assets included in NCI, net of tax~~	~~(0.06~~	)

Adjusted net income attributable to AECOM — per diluted average share*	~~$2.77~~

*: ~~Reduced from $2.94 to comply with EPS as defined for the PEP 2017 compensation calculation.~~

Reconciliation of ~~EPS for PEP 2016~~

Adjusted EBITDA

	Twelve Months Ended Sept 30 2022			Twelve Months Ended Sept 30 2023
Net income attributable to AECOM from continuing operations		$	389.1		$	114.1
Income tax expense			136.1			56.1
Depreciation and amortization			170.2			175.1
Interest income			(8.2)			(40.3)
Interest expense			110.3			159.4
Amortized bank fees included in interest expense			(4.8)			(4.8)
Noncore AECOM Capital (income) loss, net of NCI			(13.9)			315.8
Restructuring costs*			107.6			188.5
Adjusted EBITDA		$	886.4		$	963.9

Includes Russia-related exit costs in fiscal 2022.

A-1

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2016~~

~~Net income attributable to AECOM — per diluted average share~~	~~$0.62~~
~~Per adjusted diluted share adjustments~~
~~Acquisition and integration expenses~~	~~1.37~~
~~Amortization of intangible assets~~	~~1.44~~
~~Financing charges in interest expense~~	~~0.20~~
~~Unplanned disposition of business~~	~~0.16~~
~~Tax effect of above adjustments~~	~~(1.00~~	)
~~Favorable resolution of acquisition-related project and legal matters, net of tax~~	~~(0.24~~	)
~~Amortization of intangible assets included in NCI, net of tax~~	~~(0.10~~	)

Adjusted net income attributable to AECOM — per diluted average share**	~~$2.45~~

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**: ~~Reduced from $3.00 to comply with EPS as defined for the PEP 2016 compensation calculation.~~

~~Table of Contents~~

Reconciliation of Adjusted EPS ~~for PEP 2015~~

	Twelve Months Ended Sept 30 2020			Twelve Months Ended Sept 30 2021			Twelve Months Ended Sept 30 2022			Twelve Months Ended Sept 30 2023
Net income attributable to AECOM from continuing operations, per diluted share		$	1.06		$	1.97		$	2.73		$	0.81
Per diluted share adjustments:
Noncore operating losses & transaction related expenses			0.03			—			—			—
Noncore AECOM Capital (income) loss, net of NCI			(0.08)			(0.02)			(0.10)			2.26
Accelerated depreciation of project management tool			0.18			—			—			—
Restructuring costs*			1.17			0.33			0.75			1.34
Amortization of intangible assets			0.15			0.15			0.13			0.13
Prepayment premium on debt			0.10			0.79			—			—
Financing charges in interest expense			0.04			0.08			0.03			0.03
Tax effect of the above adjustments			(0.41)			(0.34)			(0.14)			(1.01)
Valuation allowances and other tax only items			(0.15)			(0.15)			—			0.15
Adjusted net income attributable to AECOM from continuing operations, per diluted share		$	2.09		$	2.81		$	3.40		$	3.71

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2015~~

~~Net loss attributable to AECOM — per diluted average share~~	~~$(1.04~~	)
~~Per adjusted diluted share adjustments~~
~~Acquisition and integration expenses~~	~~1.89~~
~~Amortization of intangible assets~~	~~1.84~~
~~Financing charges in interest expense~~	~~0.39~~

Adjusted net income attributable to AECOM — per diluted average share***	~~$3.08~~

~~***~~: ~~Basic and dilutive GAAP EPS calculations use the same share count~~Includes Russia-related exit costs in ~~the event of a net loss to avoid any antidilutive effect; however, the adjusted EPS includes the dilutive shares excluded in the GAAP EPS.~~

fiscal 2022.

Reconciliation of Net ~~Income per the Executive Incentive Plan For Fiscal Year 2017~~
~~(in millions)~~

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2017~~

~~Net income attributable~~Cash Provided by Operating Activities to ~~AECOM — per diluted average share~~	~~$339.4~~
~~Adjustments~~
~~Non-core operating losses and loss (gain) on disposal activities~~	~~8.8~~
~~Acquisition and integration expenses~~	~~38.7~~
~~Amortization of intangible assets~~	~~113.6~~
~~Financing charges in interest expense~~	~~17.5~~
~~Tax effect of above adjustments~~	~~(41.3~~	)
~~Favorable resolution of acquisition-related project and legal matters, net of tax~~	~~(21.0~~	)
~~Other±~~	~~(5.9~~	)
~~Amortization of intangible assets included in NCI, net of tax~~	~~(9.5~~	)

~~Adjusted net income attributable to AECOM~~	~~$440.3~~

~~Reconciliation of~~ Free Cash Flow ~~per Share for PEP 2017~~
~~(in millions, except per share data)~~

	Twelve Months Ended Sept 30 2022			Twelve Months Ended Sept 30 2023
Net cash provided by operating activities		$	713.7		$	696.0
Capital expenditures, net			(128.1)			(105.3)
Free cash flow		$	585.6		$	590.7

A-2

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2017~~

~~Net cash provided by operating activities~~	~~$696.7~~
~~Adjustments~~
~~Payments for capital expenditures~~	~~(86.4~~	)
~~Proceeds from disposals of property and equipment~~	~~7.9~~
~~Outflow related to resolution of acquisition-related project and legal matters~~	~~65.0~~
Other*	~~(3.5~~	)

~~Free cash flow~~	~~$679.7~~

~~Diluted weighted average shares~~	~~159.1~~

~~Free cash flow per share~~	~~$4.27~~

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~~Table of Contents~~

~~Reconciliation of Operating Cash Flow for PEP 2017~~
~~(in millions)~~

	~~Twelve~~ ~~Months~~ ~~Ended~~ ~~Sept 30,~~ ~~2017~~

~~Net cash provided by operating activities~~	~~$696.7~~
~~Adjustments~~
~~Outflow related to resolution of acquisition-related project and legal matters~~	~~65.0~~
Other*	~~(3.5~~	)

~~Operating cash flow~~	~~$758.2~~

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*: ~~Includes various items that individually were immaterial.~~

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MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on February 28, 2018. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.envisionreports.com/ACM • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/ACM or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ACM Annual Meeting Proxy / Voting Instruction Card IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all ~~of the listed director nominees;~~nominees and FOR Proposals 2 and ~~3; and AGAINST Proposal 4. +~~3. 1. ~~To elect the following directors:~~Election of Directors: For ~~Withhold~~Against Abstain For ~~Withhold~~Against Abstain For ~~Withhold 01~~Against Abstain +01 - ~~Michael S. Burke~~Bradley W. Buss 02 - ~~James~~Lydia H. ~~Fordyce~~Kennard 03 - ~~Senator William H. Frist~~Derek J. Kerr 06 04 - ~~Linda Griego~~Kristy Pipes 05 - ~~Dr. Robert J. Routs 06 - Clarence T. Schmitz 09 - General Janet C. Wolfenbarger 07~~Troy Rudd - Douglas W. Stotlar 08 - Sander 09 - General Janet C. 07 - Daniel R. Tishman ~~For Against Abstain ForAgainst Abstain~~van ‘t Noordende Wolfenbarger 2. Ratify the selection of Ernst & Young LLP as the Company’s ~~independent registered public accounting firm for the fiscal year ending September 30, 2018. 4. Stockholder proposal regarding a special stockholder meeting.~~For Against Abstain 3. Advisory vote to approve the Company’s executive compensation. For Against Abstain independent registered public accounting firm for Fiscal Year 2024. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. ~~MMMMMMMC 1234567890~~ 9 2 A M + 03X61B

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2024 Annual Meeting of AECOM Stockholders The 2024 Annual Meeting of Stockholders of AECOM will be held on Tuesday, March 19, 2024 at 1:00 pm CT, virtually at www.meetnow.global/M776YJP. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ACM IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X3 5 7 9 6 1 1 02QLJC MMMMMMMMM B A Annual Meeting Proxy / Voting Instruction Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

~~. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Revocable Proxy — AECOM ~~+ ANNUAL~~+ANNUAL MEETING OF STOCKHOLDERS – ~~FEBRUARY 28, 2018~~MARCH 19, 2024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints ~~Christina Ching~~David Gan and ~~Carla J. Christofferson, and each of them,~~Manav Kumar as proxies for the undersigned with full power of substitution to act and vote, as directed, all shares of common stock of AECOM held of record by the undersigned at the close of business on January ~~3, 2018,~~19, 2024, at the Annual Meeting of Stockholders to be held virtually on ~~February 28, 2018~~March 19, 2024 at 8:1:00 ~~A.M. (local time) at 1999 Avenue of the Stars, Los Angeles, CA 90067.~~P.M. Central Time. This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. In their discretion, the proxies are authorized to

vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof. The undersigned may elect to withdraw this proxy at any time prior to its use by giving written notice to the Corporate Secretary, by executing and delivering to the Corporate Secretary a duly executed proxy bearing a later date or by ~~appearing at~~attending the Annual Meeting of Stockholders and ~~voting in person.~~voting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders: The Notice, Proxy Statement, Form 10-K for Fiscal Year 2023, and Annual Report ~~on Form 10-K~~to Stockholders are available ~~on the Internet~~online at www.envisionreports.com/ACM. C Non-Voting Items Change of Address — Please print new address below. + ~~IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. C~~

0000868857 6 2022-10-01 2023-09-30

Name	Age	Director Since	Primary (or Former) Occupation	Independent


Michael S. Burke†	54	2014	Chairman of the Board and Chief Executive Officer, AECOM	No	None

James H. Fordyce‡	58	2006	Co-Founder and Co-Chief Executive Officer, Stone Canyon Industries LLC	Yes	CO*, SRS

Senator William H. Frist	65	2014	Partner, Cressey & Company	Yes	A, NG

Linda Griego	70	2005	President and Chief Executive Officer, Griego Enterprises Inc.	Yes	CO, NG*

David W. Joos	64	2012	Former Chairman, CMS Energy; Chairman, Consumers Energy Corporation	Yes	A, NG

Dr. Robert J. Routs	71	2010	Executive Director (Retired), U.S. Downstream Operations, Royal Dutch Shell plc	Yes	CO, SRS*

Clarence T. Schmitz	69	2014	Co-Founder and Former Chief Executive Officer, Outsource Partners International Inc.	Yes	A*, CO

Douglas W. Stotlar	57	2014	Former President and Chief Executive Officer, Con-way Inc.	Yes	A, SRS

Daniel R. Tishman	62	2010	Vice Chairman, AECOM	No	SRS

General Janet C. Wolfenbarger	59	2015	General (Retired), United States Air Force	Yes	NG, SRS

NEOs	2016 Base Salary	2017 Base Salary


Michael S. Burke	$1,276,928	$1,354,812

W. Troy Rudd	$528,851	$581,167

Carla J. Christofferson	—	$578,474

Frederick W. Werner	$661,540	$672,309

Randall A. Wotring	$705,389	$731,925

Annual Target Incentives (NEOs)	2022(1)		2023(1)
Troy Rudd	125%	$1,510,000	125%	$1,593,750
Gaurav Kapoor	100%	$720,000	100%	$770,400
Lara Poloni	110%	$858,000	110%	$880,363
David Gan	100%	$575,000	100%	$586,500
Todd Battley	100%	$475,000	100%	$487,400

Performance Metric			Threshold Amount($)		Target Amount($)	Maximum Amount($)		Actual Amount($)*


Adjusted Net Income	35	%	$	414.7	$451.6-$470.0	$	483.9	$	440.3	24.3	%

Operating Cash Flow	35	%	$	477.0	$519.4-$540.6	$	556.5	$	758.2	70.0	%

KPIs	30	%		See Compensation/Organization Committee Assessment.

Performance Metric			Threshold Amount($)		Target Amount($)	Maximum Amount($)


TOS Pre-VC EBITA*	35	%	$	177.1	$204.2-$212.6	$	229.2	70.0%**

TOS Operating Cash Flow	35	%	$	216.8	$249.9-$260.1	$	280.5	30.8%**

KPIs	30	%		See Compensation/Organization Committee Assessment.

Performance Metric			Threshold Amount	Target Amount	Maximum Amount


DCS Americas Organic Growth	50	%	1.60%	3.10%-3.30%	4.80%	0.0%**

DCS Americas Pre-VC EBITA*	20	%	$274.6	$316.5-$329.5	$355.3	17.8%**

KPIs	30	%	See Compensation/Organization Committee Assessment.

NEOs	2016 Bonus ($)		2017 Bonus ($)		Overview of Significant Achievements


Michael S. Burke	$	2,788,500	$	3,330,315	• Responsible for our strong stock price, cash flow, backlog and revenue performance; drove collaboration, innovation, safety and geographic expansion efforts.

W. Troy Rudd	$	560,000	$	700,000	• Debt reduction and debt refinancing efforts improved Company's capital position; strong stock price performance; instituted new capital allocation policy.

Carla J. Christofferson	$	575,000	$	700,000	• Expanded Legal's role as a strategic business partner, centralized litigation claims and improved processes to identify projects with unreasonable risk profiles.

Frederick W. Werner	$	320,000	$	500,000	• Delivered wins in excess of the financial plan and better positioned Company for long-term growth.

Randall A. Wotring	$	1,200,000	$	1,480,000	• Expanded global defense capabilities, global nuclear decommissioning business and federal integrated delivery business.


		2016				2017

NEO		RSU Award ($)		PEP Target Award ($)		RSU Award ($)		PEP Target Award ($)	Overview of Equity Grant Changes

Michael S. Burke	$	4,200,020	$	6,300,015	$	4,400,001	$	6,994,681	Increase based on competitive compensation data

W. Troy Rudd	$	480,007	$	720,025	$	600,028	$	953,824	Increase based on competitive compensation data and recognition of greater experience in the CFO role

Carla J. Christofferson		—		—	$	540,002	$	858,462	N/A

Randall A. Wotring	$	520,010	$	780,014	$	720,003	$	1,144,589	Increase reflective of increasing role in AECOM's long-term success as further evidenced by his promotion to COO

Frederick W. Werner	$	800,001	$	1,200,001	$	800,024	$	1,271,779	Flat year-over-year. Increase in PEP award attributable to relative TSR awards as noted in the next paragraph.

Year 2 (Fiscal Year 2017)			Target


Adjusted EPS Growth¹	(5.0	)%	2.0%-5.0%	10.0	%	4.8	%	100	%

FCF Per Share Growth²	(5.0	)%	2.0%-5.0%	10.0	%	39.8	%	200	%

Year 1 (Fiscal Year 2017)	Threshold		Target	Maximum		Actual³


Adjusted EPS	$	2.61	$2.84-$2.96	$	3.05	$	2.77	69.6	%

FCF Per Share	$	2.35	$2.56-$2.66	$	2.74	$	4.27	200	%


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares or	Grant Date Fair Value of Stock and

Name and Principal Position	Grant Type	Grant Date	Threshold ($)	Target ($)	Max. ($)	Threshold (#)	Target (#)	Max. (#)	Stock/ Units	Option Awards(3)

Michael S. Burke	STI		$0	$2,268,750	$4,537,500	—	—	—	—	$0
Chairman and CEO (PEO)	PEP	12/15/16	—	—	—	0	172,956	345,912	—	$6,994,681
	RSU	12/15/16	—	—	—	—	—	—	115,304	$4,400,001
W. Troy Rudd	STI		$0	$600,000	$1,200,000	—	—	—	—	$0
Executive Vice President,	PEP	12/15/16	—	—	—	0	23,585	47,170	—	$953,824
Chief Financial Officer	RSU	12/15/16	—	—	—	—	—	—	15,724	$600,028
(PFO)
Carla J. Christofferson	STI		—	$600,000	$1,200,000	—	—	—	—	$0
Executive Vice President,	PEP	12/15/16	—	—	—	0	21,227	42,454	—	$858,462
General Counsel	RSU	12/15/16	—	—	—	—	—	—	14,151	$540,002
Stephen M. Kadenacy	STI		$0	$852,500	$1,705,000	—	—	—	—	$0
Former President and	PEP	12/15/16	—	—	—	0	58,963	117,926	—	$2,384,580
COO	RSU	12/15/16	—	—	—	—	—	—	39,309	$1,500,031
	PEP	12/15/15	—	—	—	0	42,113	84,226	—	$1,361,513
	RSU	12/15/15	—	—	—	—	—	—	25,402	$821,247
	PEP	12/15/14	—	—	—	0	53,457	106,914	—	$1,728,265
	RSU	12/15/14	—	—	—	—	—	—	33,478	$1,082,344
Frederick W. Werner	STI		$0	$675,000	$1,350,000	—	—	—	—	$0
Group President, DCS —	PEP	12/15/16	—	—	—	0	31,447	62,894	—	$1,271,779
Americas	RSU	12/15/16	—	—	—	—	—	—	20,965	$800,024
Randall A. Wotring	STI		$0	$740,000	$1,480,000	—	—	—	—	$0
Chief Operating Officer	PEP	12/15/16	—	—	—	0	28,302	56,604	—	$1,144,589
	RSU	12/15/16	—	—	—	—	—	—	18,868	$720,003

	Option Awards						Stock Awards


Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)

Michael S. Burke	N/A	127,714	510,856	(5)	$31.62	3/5/2024	RSU2017	115,304	RSU2017	$4,244,340	PEP2017	188,004	PEP2017	$6,920,427
Chairman and CEO (PEO)							RSU2016	140,375	RSU2016	$5,167,204
							RSU2015	111,077	RSU2015	$4,088,744
	66,561	N/A			$27.54	12/8/2017	RSU2015MSB	154,274	RSU2015MSB	$5,678,826
							PEP2016	263,203	PEP2016	$9,688,502
							PEP2015	208,270	PEP2015	$7,666,419
W. Troy Rudd	N/A	N/A			N/A	N/A	RSU2017	15,724	RSU2017	$578,800	PEP2017	25,637	PEP2017	$943,698
Executive Vice President, Chief							RSU2016	16,043	RSU2016	$590,543
Financial Officer (PFO)							RSU2015	24,103	RSU2015	$887,231
							PEP2016	30,082	PEP2016	$1,107,318
							PEP2015	11,572	PEP2015	$425,965
Carla J. Christofferson							RSU2017	14,151	RSU2017	$520,898	PEP2017	23,074	PEP2017	$849,354
Executive Vice President,							RSU2016	17,380	RSU2016	$639,758
General Counsel							PEP2016	32,588	PEP2016	$1,199,564
Stephen M. Kadenacy	N/A	N/A			N/A	N/A		0		$0		0		$0
Former President and COO
Frederick W. Werner							RSU2017	20,965	RSU2017	$771,722	PEP2017	34,183	PEP2017	$1,258,276
Group President, DCS —							RSU2016	26,738	RSU2016	$984,226
Americas							RSU2015	24,474	RSU2015	$900,888
							PEP2016	50,134	PEP2016	$1,845,433
							PEP2015	46,283	PEP2015	$1,703,677
Randall A. Wotring	N/A	N/A			N/A	N/A	RSU2017	18,868	RSU2017	$694,531	PEP2017	30,765	PEP2017	$1,132,460
Chief Operating Officer							RSU2016	17,380	RSU2016	$639,758
							RSU2015	16,045	RSU2015	$590,616
							PEP2016	32,588	PEP2016	$1,199,564
							PEP2015	30,084	PEP2015	$1,107,392

	Option Awards		Stock Awards


Name and Principal Position	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise($)	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting($)(1)

Michael S. Burke	58,140	$380,817	273,446	$10,434,699
Chairman of the Board and CEO (PEO)
W. Troy Rudd	—	—	17,970	$685,735
Executive Vice President, Chief Financial Officer (PFO)
Carla J. Christofferson	—	—	17,048	$630,094
Executive Vice President, General Counsel
Stephen M. Kadenacy	—	—	231,111	$7,918,753
Former President and COO
Frederick W. Werner	9,000	$97,140	94,072	$3,589,788
Group President, Design & Consulting Services — Americas
Randall A. Wotring	—	—	20,056	$765,337
Chief Operating Officer


	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

RSU2014/PEP2014	76,661	$2,925,384

RSU2015/PEP2015	86,935	$2,810,609

RSU2016/PEP2016	67,515	$2,182,760

Name and Principal Position	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefits ($)(1)	Payments During Last FY ($)


Frederick W. Werner	Pension Plan(2)	22.5000	$240,730	$0
Group President, Design & Consulting Services — Americas	Management Supplemental Executive Retirement Plan(3)	22.5000	$321,747	$0
	1992 Supplemental Executive Retirement Plan and Excess Benefit Plan(4)	22.5000	$1,045,603	$0
Randall A. Wotring	URS Federal Services Inc. Employees	33.9167	$953,215	$0
Chief Operating Officer	Retirement Plan(5)

Name and Principal Position	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)(1)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FY ($)(2)


W. Troy Rudd	$0	$0	$9,579	$0	$283,889
Executive Vice President, Chief Financial Officer (PFO)
Frederick W. Werner	$0	$0	$4,341	$0	$128,664
Group President, Design & Consulting Services — Americas

Name and Principal Position	Plan Name	Death	Disability	Early Retirement and Voluntary Termination	Retirement	Involuntary Termination for Cause	Involuntary Termination Without Cause	Involuntary Termination Upon Change of Control(1)


Michael S. Burke	Long-Term Incentive(3)	$46,284,737	$46,284,737	$46,284,737	$46,284,737	$0	$43,454,414	$46,284,737
Chairman and CEO	Severance Payment	$0	$0	$0	$0	$0	$8,276,451	$8,276,451
(PEO)	Health and Welfare Benefit Continuation	$0	$0	$0	$0	$0	$76,952	$76,952
W. Troy Rudd	Long-Term Incentive(3)	$4,467,517	$4,467,517	$0	$0	$0	$0	$4,467,517
Executive Vice	Severance Payment	$0	$0	$0	$0	$0	$138,462	$1,740,000
President, Chief Financial Officer (PFO)	Health and Welfare Benefit Continuation	$0	$0	$0	$0	$0	$0	$29,252
Carla J. Christofferson	Long-Term Incentive(3)	$3,150,163	$3,150,163	$0	$0	$0	$0	$3,150,163
Executive Vice	Severance Payment	$0	$0	$0	$0	$0	$138,462	$1,762,500
President, General Counsel	Health and Welfare Benefit Continuation	$0	$0	$0	$0	$0	$0	$29,252
Frederick W. Werner	Pension Plan(3)	$118,609	$232,565	$232,565	$240,730	$232,565	$232,565	$232,565
Group President,	MSERP(3)	$158,535	$310,806	$310,806	$321,747	$310,806	$310,806	$310,806
Design and	92 SERP(3)	$1,098,883	$1,098,883	$0	$1,098,883	$0	$1,098,883	$1,098,883
Consulting Services —	Long-Term Incentive(2)	$7,376,215	$7,376,215	$0	$4,303,221	$0	$0	$7,376,215
Americas	Severance Payment	$0	$0	$0	$0	$0	$155,769	$1,730,000
	Health and Welfare Benefit Continuation	$0	$0	$0	$0	$0	$0	$29,252
Randall A. Wotring	URS Federal Services, Inc.	$481,394	$976,860	$976,860	$953,215	$976,860	$976,860	$976,860
Chief Operating	Employees Retirement Plan(4)
Officer	Long-Term Incentive(3)	$5,285,090	$5,285,090	$0	$2,927,806	$0	$0	$5,285,090
	Severance Payment	$0	$0	$0	$0	$0	$740,000	$2,960,000
	Health and Welfare Benefit Continuation	$0	$0	$0	$0	$0	$21,680	$21,909

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)	Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)	Total($)


James H. Fordyce	$169,500	$160,025	$0	$6,735	$10,000	$346,260
Senator William H. Frist	$121,500	$160,025	$0	$373	$0	$281,898
Linda Griego	$129,500	$160,025	$0	$0	$8,000	$297,525
David W. Joos	$121,500	$160,025	$0	$4,402	$0	$285,927
Dr. Robert J. Routs	$129,500	$160,025	$0	$0	$0	$289,525
Clarence T. Schmitz	$134,500	$160,025	$0	$0	$8,450	$302,975
Douglas W. Stotlar	$121,500	$160,025	$0	$0	$10,000	$291,525
General Janet C. Wolfenbarger	$111,875	$160,025	$0	$0	$0	$271,900

Director	Unvested Restricted Stock Units	Additional Unvested Restricted Stock Units	Options Outstanding


James H. Fordyce	4,229	—	5,160
Senator William H. Frist	4,229	—	—
Linda Griego	4,229	—	5,160
David W. Joos	4,229	—	—
Dr. Robert J. Routs	4,229	—	6,468
Clarence T. Schmitz	4,229	—	—
Douglas W. Stotlar	4,229	—	—
General Janet C. Wolfenbarger, USAF Retired	4,229	—	—

(in millions)	2017	2016


Audit Fees	$9.6	$10.6
Audit Related Fees	0.8	0.6
Tax Fees	1.7	3.0

Total	$12.1	$14.2

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)	Percent of Class(%)(2)


FMR LLC(3)	22,964,739	14.44%
82 Devonshire Street
Boston, MA 02109
Blackrock Inc.(4)	12,201,791	7.67%
55 East 52nd Street
New York, NY 10022
The Vanguard Group(5)	11,799,865	7.42%
100 Vanguard Boulevard
Malvern, PA 19355
PRIMECAP Management Company(6)	8,178,350	5.14%
171 E. Colorado Blvd., 11^th Floor
Pasadena, CA 91105
Michael S. Burke(7)	342,659	*
James H. Fordyce(8)	143,170	*
Senator William H. Frist(8)	41,852	*
Linda Griego(9)	37,564	*
David W. Joos(8)	30,926	*
Dr. Robert J. Routs(8)	21,825	*
Clarence T. Schmitz(8)	23,399	*
Douglas W. Stotlar(8)	44,593	*
Daniel R. Tishman(10)	144,277	*
General Janet C. Wolfenbarger, USAF Retired(8)	12,252	*
W. Troy Rudd(11)	21,439	*
Carla J. Christofferson(12)	1,868	*
Stephen M. Kadenacy	0	*
Frederick W. Werner(13)	107,264	*
Randall A. Wotring(14)	88,407	*
All directors and executive officers as a group (21 persons)	1,170,869	0.74%

~~SENIOR LEADERSHIP EXPERIENCE~~

~~Directors who have served~~Maintain an internal Global ESG Council co-led by Company President Lara Poloni and Chief Legal Officer David Gan and comprised of leaders across the organization to elevate and drive our commitment to best-in-class ESG practices throughout the Company.

✔
Incorporate ESG-related key performance indicators (KPIs) in ~~senior leadership positions are important to us, as they have the experience and perspective to analyze, shape, and oversee the execution of important operational and policy issues.~~

~~INDUSTRY EXPERTISE~~

~~Directors with industry experience are a key asset to our team as their industry experience and knowledge provides valuable oversight and direction in managing, growing and improving our business.~~

~~PUBLIC / PRIVATE COMPANY BOARD EXPERIENCE~~

~~Directors with Board experience understand the dynamics and operation of a corporate Board, the relationship of a Board to the~~compensation metrics for CEO and other ~~management personnel,~~Named Executive Officers (“NEOs”).

✔
Annual publication of ESG report that includes disclosures aligned with the TCFD and ~~how to oversee an ever-changing mix of strategic, operational and compliance-related matters.~~SASB reporting frameworks.

~~GOVERNMENT / REGULATORY EXPERTISE~~

~~Directors who have served in government positions provide experience and insights that help us work constructively with governments around the world and address significant public policy issues.~~

~~FINANCIAL EXPERTISE~~

~~Knowledge~~

Majority Voting

✔
Majority voting in uncontested elections of financial markets, financing and funding operations, and financial and accounting reporting processes is also important. This experience assists our Directors in understanding, advising on, and overseeing our capital structure, finance and investing activities, and our financial reporting and internal controls.directors

~~INTERNATIONAL EXPERTISE~~

~~Directors with international experience provide valuable~~Governance to Protect Stockholder Interests

✔
Allow for proxy access for director nominations

✔
Stockholders have the right to call a special meeting of stockholders

✔
No supermajority requirement to approve business ~~and cultural perspectives regarding many important aspects of AECOM's business given AECOM's vast global reach.~~combinations