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Notice of 20162019

Annual Meeting of

Shareholders

and

Proxy Statement

Jacobs Engineering Group Inc.

JACOBS ENGINEERING GROUP INC.LETTER TO SHAREHOLDERS

155 North Lake AvenueFROM OUR CHAIR & CEO

Dear Fellow Shareholder,

Fiscal 2018 has been a tremendous year at Jacobs. We continue to successfully execute our strategy to transform Jacobs’ culture, capabilities and business portfolio to become a more innovation and technology-driven solutions company – tackling some of the world’s most critical challenges. Our strong performance has created substantial value for our employees, our customers and our shareholders, and provides a solid foundation for continuing our focus on becoming a company unlike any other.

Over a one and three-year period we have delivered total shareholder return of 33% and 108%. These returns to our shareholders place us in the top quartile of our peer group and well above the S&P 500 of 18% and 61%, respectively.

Governance and Compensation Practices

Comprehensive corporate governance oversight, combined with highly talented people executing our profitable growth strategy, is fundamental to building long-term shareholder value. Underpinning our performance is our strong focus on integrity and corporate governance, which includes a continuous review and refinement of our company practices.

Board Structure – The Board is comprised of 11 members from diverse geographic, industry, technical and business backgrounds. These different experiences and viewpoints provide for a robust governance structure which aligns with our strong emphasis on inclusion. In fact, 45% of our board is female or ethnically diverse. Elected on an annual basis under a majority voting standard, the average tenure of our Board is nine years, with four newly appointed directors within the last 5 years, including Barry L. Williams who joined the Board in December 2017 from our acquisition of CH2M HILL Companies, Ltd.

Pasadena, California 91101Governance and Oversight Structures – We benefit from a highly engaged Board, facilitated by frequent formal and informal meetings with Executive leadership. The Board’s engagement has expanded and evolved over the past several years in direct alignment with critical areas of importance in the business, including active participation and diligence on acquisition and divestiture opportunities and the formation of a Business Resilience Steering Group focused on Enterprise Risk reporting to the Audit Committee. Our cybersecurity leadership provides quarterly updates to the Board on our corporate wide cyber risk posture. We continue to benefit from our lead independent director Linda Fayne Levinson, ensuring independent leadership in the boardroom.

Executive Compensation – We believe in pay for performance Executive compensation that incentivizes creation and sustainment of long-term shareholder value. In fact, 76% of compensation for our named executive officers is performance-based. In last year’s annual shareholder advisory vote on“say-on-pay” we received a 96% approval. We also continue to evolve our performance-based compensation approach and will introducenon-financial based metrics for executives in fiscal 2019. These include performance and cultural based leadership behaviors such as safety, inclusion and diversity, innovation and talent management.

December 16, 20152019 Proxy Statement| 

You are cordially invited to attend the 2016 Annual Meeting of Shareholders of Jacobs Engineering Group Inc. The Annual Meeting will be held on Thursday, January 28, 2016, at 12:00 p.m., local time, at our headquarters located at 155 North Lake Avenue, Pasadena, California 91101.

We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of 2016 Annual Meeting of Shareholders and Proxy Statement.

A copyValue Creation Strategy

We continue to execute against our Corporate Strategy launched in 2016, and our performance through fiscal 2018 has exceeded expectations.

Build a High-Performance Culture – We are excited about the advancement of our Annual Reporthigh-performance culture this past year – an achievement that we’re particularly proud of given the global integration activities of bringing Jacobs and CH2M together. We believe culture is fundamental to driving superior long-term performance, and there are several highlights worth noting:

Transform the secure website disclosedCore – We continue to evolve our operating model to improve business excellence, project delivery and sales effectiveness, with several critical enhancements in both the Notice of Internet Availability of Proxy Materials and in the Proxy Statement as well as on the Company’s website atwww.jacobs.com.fiscal 2018:

Grow Profitably – Fiscal 2018 marked strong performance against our balanced strategy of improving our existing businesses and active portfolio management. We are on track to exceed the metrics outlined in our Strategy in December 2016.

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Our recent announcement of the divestiture of our Energy, Chemicals & Resources business demonstrates our commitment to shifting the business to come before the Annual Meeting. Whether or not youhigher-margin, sustained markets, providing greater focus on areas where we can accelerate profitable growth.

In summary, fiscal 2018 was another strong year of delivering against our growth strategy and creating exceptional shareholder value. We appreciate your continued investment in Jacobs and remain confident in our ability to execute against plan to attend the Annual Meeting, please complete, sign, date,while maintaining our high standards of transparency and return the proxy card or voting instruction card mailed to you or vote electronically on the Internet or by telephone. See “About the Annual Meeting — How Do I Vote by Proxy?” in the Proxy Statement for more details. Returning the proxy card or voting instruction card or voting electronically doesnot deprive you of your right to attend the Annual Meeting and to vote your shares in person for the matters to be acted upon at the Annual Meeting.

corporate governance.

We look forward to seeing youyour attendance at the Annual Meeting.

JACOBS ENGINEERING GROUP INC.

155 North Lake Avenue

Pasadena, California 91101

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to be Heldour annual shareholder meeting on January 28, 2016

The Proxy Statement and accompanying Annual Report to Shareholders

are available athttp://materials.proxyvote.com/46981416, 2019 in Dallas.

TIME AND DATESteven J. Demetriou
Chair and Chief Executive Officer

Remembering Noel Watson

Along with his family, we honor the memory of former Jacobs Chairman and CEO Noel Watson, who passed away in August at the age of 82. A great mentor and friend to many, Noel was a larger-than-life leader; a man of character who brought tireless passion, perspective and wisdom to his work. During his tenure as CEO, Noel steered the company’s growth seven-fold, from $1 billion to more than $7 billion in revenues, with corresponding profit increases.

Recruited by company founder Dr. Joseph Jacobs, Noel served the firm for more than 50 years, including more than 25 years at the helm of the company. He became President in 1987, CEO in 1992, was elected Chairman of the Board in 2006 and retired from the board in January 2017.

Foremost, Noel was a dedicated and loving husband, father and grandfather. He is survived by his wife, Phyllis, their two children and five grandchildren.

2019 Proxy Statement|     iii

NOTICE OF 2019

ANNUAL MEETING OF SHAREHOLDERS

When:Wednesday, January 16, 2019, at 4:30 p.m., local time

Where:1999 Bryan Street, First Floor, Dallas, Texas 75201

We are pleased to invite you to join our Board of Directors and senior leadership at Jacobs Engineering Group Inc.’s 2019 Annual Meeting of Shareholders.

RECORD DATEHow to Cast your Vote				The Your vote is important.All shareholders who owned common stock of recordthe Company at the close of business on December 1, 2015 will be entitled tothe Record Date of November 23, 2018 may vote. You may vote atin one of the Annual Meeting and any adjournment or postponement thereof.following ways:
		Vote by Internet www.proxyvote.com
		Vote by Telephone 1 (800)690-6903 Or the telephone number on your proxy card
		Vote by Mail Sign, date and return your proxy or voting instruction card
		Vote in Person Attend the meeting in Dallas, Texas on January 16, 2019
If your shares are held in a stock brokerage account or by a bank or other record holder, please refer to the instructions from your bank, brokerage account, or other record holder.

By order of the Board of Directors,

Michael R. Tyler

Senior Vice President, General Counsel and Corporate Secretary

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2019 Proxy Statement|     v

PROXY STATEMENT

We are providing these proxy materials in connection with the 20162019 Annual Meeting of Shareholders of Jacobs Engineering Group Inc. (the “Company” or “Jacobs”). This Proxy Statement and the Company’s 20152018 Annual Report on Form10-K were first made available to shareholders and the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card were first mailed to shareholders on or about December 16, 2015.5, 2018. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.

GENERAL

The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Wednesday, January 16, 2019, at 4:30 p.m., local time, in the building where our principal offices are located, 1999 Bryan Street, First Floor, Dallas, Texas 75201, and at any adjournment or postponement thereof.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of the Company (the “Board of Directors” or “Board”) is soliciting your vote in connection with the 2016 Annual Meeting of Shareholders.

Meeting.

What is the purpose of the Annual Meeting?

The meetingAnnual Meeting will be the Company’s regular, Annual Meetingannual meeting of Shareholders.shareholders. You will be voting on the following matters at the Annual Meeting:

How does the Board of Directors recommend I vote?

The Board of Directors recommends a vote:

Who is entitled to vote at the Annual Meeting?

The Board of Directors set December 1, 2015 as the record date for the Annual Meeting (the “Record Date”). All shareholders who owned common stock of the Company at the close of business on the Record Date may attend and vote at the Annual Meeting.

How many votes are required to elect directors and approve the other proposals?

Proposal No. 1 (Election of Directors): Each director is elected by a majority of the votes cast with respect to such nominee in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Abstentions and brokernon-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.

Proposal No. 2 (Advisory Vote to Approve Executive Compensation): The approval of the amendment to and restatement ofadvisory resolution on the 1999 Outside Director Stock PlanCompany’s executive compensation requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote, provided that the total votes cast on the proposal, whether in favor, against, or in abstention, represent a majority of the shares entitled to vote. Abstentions have the same effect as a vote against the proposal.advisory resolution. Brokernon-votes will have no effect on the outcome of the proposal.advisory votes. The results of advisory votes are not binding on the Board of Directors.

Proposal No. 3 (Ratification of the Appointment of Ernst & Young LLP as Auditors): The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the proposal.

The approval of the advisory resolution on the Company’s executive compensation requires the affirmative This proposal is considered a routine matter with respect to which a broker or other nominee can generally vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the advisory resolution. Broker non-votes will havetheir discretion. Therefore, no effect on the outcome of the advisory vote. The results ofbrokernon-votes are expected in connection with this vote are not binding on the Board of Directors.

proposal.

How do I vote by proxy?

You can vote your shares by completing and returning the proxy card or voting instruction card that was sent to you or by voting your shares electronically on the Internet or by telephone. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card or voting instruction card. Voting instructions are printed on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials.

You are encouraged to vote by proxy as soon as possible, even if you plan to attend the Annual Meeting in person.

What if I don’t vote on some of the proposals?

If you return your signed proxy card or voting instruction card in the envelope provided to you but do not mark selections, your shares will be voted in accordance with the recommendations of the Board of Directors

with respect to such selections. Similarly, when you vote electronically on the Internet and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to the matters on which you did not vote. Shareholders that vote by telephone must vote on each matter. In connection therewith, the Board of Directors has designated Mr. SteveSteven J. Demetriou, Mr. Kevin C. Berryman and Mr. Kevin BerrymanMichael R. Tyler as proxies. Shareholders that vote by telephone must vote on each matter. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, or by Internet or telephone, your shares will be voted in accordance with your instructions.

What if I hold my shares in a brokerage account or through a bank or other nominee?

If you are a beneficial owner and hold your shares in street name through a broker, bank or other nominee and do not return the voting instruction card, the broker, bank or other nominee will vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms, but do not have discretion to vote on the election of directors or on any advisory vote regarding the Company’s executive compensation. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly as a holder of record or indirectly through a broker, bank or other nominee or through the CH2M 401(k) Plan (as defined below). You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.

What if I hold my shares in the CH2M HILL Retirement andTax-Deferred Savings Plan?

If your shares of Company common stock are held in the CH2M HILL Retirement andTax-Deferred Savings Plan (the “CH2M 401(k) Plan”), you will receive a voting instruction card allowing you to instruct the trustee of the

2    |2019 Proxy Statement

CH2M 401(k) Plan how to vote such shares. The trustee will vote the shares credited to your account in accordance with your instructions, provided the trustee determines it can do so in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Pursuant to ERISA, the trustee would only be prevented from voting the shares credited to your account in accordance with your instructions if the independent fiduciary of the CH2M 401(k) Plan, State Street Global Advisors (“SSGA”), deems that following the instructions would be a violation of the trustee’s fiduciary duties. To allow sufficient time for voting by the trustee of the CH2M 401(k) Plan, your voting instructions must be received by January 11, 2018 at 11:59p.m. eastern time. If you do not send instructions regarding the voting of shares in your CH2M 401(k) Plan account, or if your instructions are not received in a timely manner, SSGA will direct the trustee, in SSGA’s discretion, how to vote your shares. Please follow the instructions on your voting instruction card, which may be different from those provided to other stockholders. For the avoidance of doubt, if you are a participant in the CH2M 401(k) Plan, you may not vote directly at the Annual Meeting. You may receive multiple sets of proxy materials if you hold your shares of Company common stock in multiple ways, such as directly as a holder of record or indirectly through a broker, bank or other nominee or through the CH2M 401(k) Plan. You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.

Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials and soliciting proxies. In addition to this solicitation of proxies by mail, the Company’s directors, officers, and other employees may solicit proxies by personal interview, telephone, facsimile, or email.electronic communication. These individuals will not be paid any additional compensation above their regular salaries and wages for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a total fee of up to $20,000 plus reimbursement of expenses.

MacKenzie Partners, Inc. may solicit proxies in person, by telephone or electronic communication.

Can I change or revoke my vote?

Yes. Even if you sign and return the proxy card or voting instruction card in the form provided to you, vote by telephone, or vote electronically on the Internet, you retain the power to revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting. You can revoke your proxy or change your vote at any time before that deadline by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy or voting instruction card or by submitting a later-dated vote by telephone or electronically on the Internet or by voting in person at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete, and deliver a proxy from your broker, bank or other nominee.

Whom can I contact if I have questions or need assistance in voting my shares?

Please contact MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies, at:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500Toll-Free: (800)322-2885

or

Toll-Free (800) 322-2885

Collect: (212)TABLE OF CONTENTS929-5500

2019 Proxy Statement|     3

DISCUSSION OF THE VARIOUS PROPOSALS

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that you voteFOR all nominees.

PROPOSAL NO. 2 —APPROVAL OF AMENDMENT TO AND RESTATEMENTMEMBERS OF THE 1999 OUTSIDE DIRECTOR STOCK PLANBOARD OF DIRECTORS

At the Annual Meeting, shareholders will be presented with a proposal to approve an amendment to and restatement of the Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as amended and restated to date (the “Outside Director Plan”), to, among other things, increase the number of shares of common stock reserved for issuance under the Outside Director Plan from 800,000 to 1,100,000. Absent this amendment, the Company will not have a mechanism for awarding equity to Outside Directors (as defined below). The Company believes the inability to award equity to Outside Directors will be adverse to the Company and its shareholders as it will (i) impede the ability of the Company to align the interests of Outside Directors and shareholders and (ii) place the Company at a competitive disadvantage in recruiting and retaining directors.

Other proposed changes include the following:

On December 9, 2015, the Board of Directors unanimously approved the amendment and restatement of the Outside Director Plan, subject to approval by the Company’s shareholders at the Annual Meeting. In order for the amendment and restatement of the Outside Director Plan to take effect, it must be approved by the Company’s shareholders. If this amendment and restatement is not approved by the Company’s shareholders, the version of the Outside Director Plan as in effect immediately prior to December 9, 2015 will continue to operate according to its terms.

Only Outside Directors are eligible to participate in the Outside Director Plan. Outside Directors are not eligible to participate in any of the Company’s other equity plans. As defined in the Outside Director Plan, an “Outside Director” is a director of the Company who is not currently an officer of the Company, does not receive compensation from the Company or any subsidiary of the Company in any capacity other than as a director, except in an amount that would not be required to be disclosed under the rules of the Securities and Exchange Commission (“SEC”), and does not possess an interest in any transaction or business relationship with the Company or a subsidiary that would require such disclosure. Following the Annual Meeting, the Company expects to have ten Outside Directors, each of whom will be eligible to participate in the amended and restated Outside Director Plan.

The following table sets forth certain information about the Outside Director Plan, as proposed to be amended and restated.

The proposed increase of 300,000 shares requested to be approved by shareholders represents approximately 0.2% of the Company’s outstanding shares of common stock as of December 1, 2015. If the potential share increase is approved, the Company’s total potential dilution would increase from 10.6% as of October 2, 2015 to 10.8%, which is comparable to the median of the Company’s industry peer group, which is 9.5%, and well below the 75th percentile, which is 13.9% (statistics for both the Company and the industry peer group exclude employee stock purchase plans). Further information on the industry peer group is provided under “Compensation Discussion and Analysis—Assessing Compensation Competitiveness” below.

The Company manages its long-term dilution goal by limiting the number of shares subject to equity awards that it grants annually, commonly referred to as burn rate. Burn rate shows how rapidly a company is depleting its shares reserved for equity compensation plans, and is defined as the number of shares granted under the Company’s equity incentive plans divided by total common shares outstanding at the end of the year. The Company’s average annual burn rate under the Outside Director Plan over the last three fiscal years averaged 0.4% and the annual burn rate in fiscal 2015 was 0.4%.

Several of the proposed amendments are intended to introduce greater flexibility into operation of the Outside Director Plan by providing the Board of Directors discretion with respect to (i) whether any adjustment should be made to awards in the event of a change in the corporate structure of the Company and (ii) whether options are awarded to Outside Directors. Whereas the Outside Director Plan previously provided for automatic adjustment of awards upon the occurrence of certain events, as well as specified annual option grants to Outside Directors, the amended and restated Outside Director Plan will permit the Board of Directors to determine whether such adjustments or grants are in the Company’s best interests on a case-by-case basis.

Pursuant to the proposed amendments, restrictions on the transfer of awards made pursuant to the Outside Director Plan would be updated to only permit transfer by will or by the laws of descent and distribution, and to limit exercise of options during the life of the Outside Director to the Outside Director personally or in the case of disability, the Outside Director’s personal representative or any person legally empowered to do so. This harmonizes the restrictions on transferability under the Outside Director Plan with the restrictions in the Stock Incentive Plan, as amended and restated to date.

The complete text of the Outside Director Plan reflecting all amendments approved by the Board of Directors is attached hereto asAnnex A to this Proxy Statement. The following discussion is qualified in all respects by reference toAnnex A.

Purpose of the Outside Director Plan

The Board of Directors believes that the grant of stock options and other equity awards to Outside Directors assists the Company in attracting and retaining highly qualified individuals to serve as directors of the Company and aligns the Outside Directors’ compensation more closely with the performance of the Company and its common stock as well as with the interests of our shareholders.

Assuming the levels of awards granted in fiscal 2015 continued into the future and based on the current terms of the Outside Director Plan, the Company would expect to have sufficient shares available under the Outside Director Plan for six years of similar levels of awards. If additional shares are not reserved for issuance under the Outside Director Plan, it would be more difficult for the Company to effectively attract and retain independent directors, particularly since all of the public companies in the Company’s industry peer group use equity to compensate outside directors.

Administration

The Outside Director Plan is administered by the Board of Directors. The Board of Directors is authorized to interpret the Outside Director Plan, to establish, amend and rescind policies relating to the Outside Director Plan, to direct the Company to execute agreements and amendments thereto setting forth the terms and conditions of grants of awards made under the Outside Director Plan and to make such other determinations and to take such other actions as are consistent with the Outside Director Plan and are necessary or appropriate for the administration of the Outside Director Plan. The Board of Directors does not have the authority to make any determination, to adopt any policy or to take any action that would cause grants and exercises under the Outside Director Plan to cease to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “!934 Act”), by virtue of Rule 16b-3, or any successor rule, thereunder.

Plan Limitations

If this proposal is approved by the shareholders at the Annual Meeting, the total number of shares that may be issued or transferred under the Outside Director Plan pursuant to awards may not exceed 1,100,000 shares. Shares available for issuance under the Outside Director Plan may come from authorized but unissued shares, previously issued shares reacquired by the Company, including shares purchased in the open market, or shares subject to an option granted under the Outside Director Plan that expires, lapses, is terminated or is forfeited to the extent of such expiration or forfeiture.

Under the proposed amendment, shares issued or transferred to individual Outside Directors shall be further limited such that no Outside Director shall receive in excess of $600,000 in compensation for any calendar year, taking into account all cash compensation to such Outside Director and the fair market value of any awards granted under the Outside Director Plan on the date of grant. This limitation only applies to compensation for customary Board services, and the Board of Directors may make exceptions to this limit for individual Outside Directors in extraordinary circumstances, provided that, in such extraordinary circumstances, (i) no Outside Director shall receive in excess of $750,000 compensation and (ii) the Outside Director receiving compensation in excess of $600,000 may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Outside Directors. These proposed limits were added to the Outside Director Plan after consideration of, among other things, (x) the current burn rate under the plan, (y) the availability of shares for issuance for approximately six years (assuming continuation of the current burn rate and shareholder approval of the amendment) and (z) the benefits of allowing the Board some flexibility in determining the compensation of Outside Directors.

Forms of Awards

The Outside Director Plan provides for the grant of the following types of awards:

Stock Options — The Company may grant nonqualified stock options under the Outside Director Plan. The option price per share is the greater of (i) the average closing price of the common stock of the Company as reported in the composite transactions report of the New York Stock Exchange for the ten trading days ending on the second trading day prior to the date on which the option is granted and (ii) 85% of the closing price of the common stock of the Company on the New York Stock Exchange on the date of grant.

Options are exercisable in four successive annual installments of 25% of the shares covered by the option commencing one year following the date of grant and expire, unless sooner exercised or terminated, ten years following the date of grant.

If an Outside Director dies or becomes disabled while in office, all installments of the options granted under the Outside Director Plan and held by the director at the time of death or disability will immediately vest and will remain exercisable for the full terms stated in the option agreements evidencing those options. If an Outside Director resigns, then no further options vest, but his or her vested options remain exercisable during the full terms of the option agreements evidencing those options. If an Outside Director is disqualified or removed, then no further installments of his or her options will vest, and all options will expire (i) on the earlier of three months from the date he or she ceases to be a director and the expiration of the remaining term of the option or (ii) if the holder dies during the three-month period in clause (i), the earlier of one year following the date of death and the expiration of the remaining term of the option.

Except as otherwise determined by the Board of Directors, options granted under the Outside Director Plan may not be transferred other than by will or the laws of descent and distribution. After the death, or disability or incapacity of a director, the exercisable portion of options granted under the Outside Director Plan may be exercised by the director’s personal representative or any person legally empowered to do so.

When exercising an option granted under the Outside Director Plan, the holder may pay for the shares in cash, by check, with shares of common stock of the Company having a total fair market value equal to the total option price of the shares being purchased, or by any combination thereof. For this purpose, “fair market value” means the closing price of the common stock on the New York Stock Exchange on the date of exercise. The Company shall not be required to deliver any shares of common stock of the Company purchased upon the exercise of an option or portion thereof unless and until all legal requirements applicable to such issuance or delivery have, in the opinion of counsel to the Company, been complied with.

An Outside Director may decline to accept further grants of options, or revoke a previous election to decline further grants of options, under the Outside Director Plan by giving written notice to the Company not less than fifteen days prior to the date on which such grant would be made.

Common Stock, Restricted Stock and Restricted Stock Units — The Company may award and issue common stock, restricted stock and/or restricted stock units to an Outside Director. Restricted stock is common stock of the Company subject to certain restrictions on transfer. Restricted stock units are awards denominated in units of common stock which, subject to satisfaction of any vesting and/or other terms and conditions, entitle a recipient to the issuance of one share of common stock (or such equivalent value in cash) in settlement of the award.

Restricted stock awarded under the Outside Director Plan may not be sold, exchanged, transferred, pledged, or otherwise disposed of during the time period, or periods, stated in the relevant award agreement between the Outside Director and the Company. If an Outside Director holding restricted stock ceases to be a director of the Company for any reason, including death or disability, then, unless the Board of Directors otherwise determines, the Outside Director concerned, or his or her estate, will be required to return the restricted stock to the Company for no consideration. These restrictions are referred to as “Forfeiture Restrictions.” The Forfeiture Restrictions will not lapse until the expiration of such time periods as the Board of Directors may determine at the time of the award, but the Forfeiture Restrictions may not be for periods of less than six months.

All of the restrictions, terms and other conditions relating to restricted stock and restricted stock units, including vesting requirements, will be evidenced by a written agreement between the Company and the recipient Outside Director containing such terms and conditions as the Board of Directors approves.

Unless otherwise determined by the Board of Directors, stock awards may not be granted to Outside Directors who have at any time been employed by the Company.

Any Outside Director may decline to accept further grants of common stock, restricted stock, or restricted stock units, or revoke a previous election to decline further grants of common stock, restricted stock, or restricted stock units, under the Outside Director Plan by giving written notice to the Company not less than fifteen days prior to the date on which such grant would be made.

Amendment of the Outside Director Plan

The Board of Directors may amend or terminate the Outside Director Plan in whole or in part at any time, but no amendment will become effective without the approval of the shareholders if shareholder approval is required in order to comply with the rules of the SEC under Section 16 of the 1934 Act relating to insider trading. Furthermore, no amendment or termination of the Outside Director Plan shall affect in a material and adverse manner any option granted prior to the date of such amendment or termination without the written consent of the Outside Director holding such affected option.

Amendment of the Outside Director Plan

In order to be effective, an amendment of the Outside Director Plan must be approved by the Company’s shareholders if such approval is required in order to comply with Rule 16b-3 under the 1934 Act or any other applicable law, rule or regulation. Unless required by applicable law, rule or regulation, no amendment or termination of the Outside Director Plan shall affect in a material and adverse manner any option granted under the Outside Director Plan prior to the date of such amendment or termination without the written consent of the Outside Director holding such affected option. Following the commencement of an averaging period used to determine the grant price of an option as described above under “Forms of Awards-Stock Options,” the Board of Directors may not amend the method for determining the grant price or the length of the averaging period. This Plan is intended to comply with all requirements for the exemption from Section 16(b) of the 1934 Act applicable to Outside Directors provided by Rule 16-3 or its successors under the 1934 Act. To the extent any provision of the Plan does not so comply and cannot for any reason be amended by the Board of Directors or the shareholders of the Company so as to comply, the provision shall, to the extent permitted by law and deemed advisable by the Board of Directors, be deemed null and void with respect to the holder of options granted under the Outside Director Plan.

Change in Control of the Company

All awards outstanding under the Outside Director Plan will become fully vested and exercisable upon a Change in Control (as defined below), subject to any exceptions as set forth in applicable award agreement.

A “Change in Control” for purposes of the Outside Director Plan means a change in control of such a nature that it would be required to be reported to the SEC, and in any event will be deemed to have occurred if (i) any person is or becomes the beneficial owner, directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company, (ii) during any period of two consecutive years or less individuals who at the beginning of the period constituted all of the members of the Board of Directors, cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the period, (iii) the consummation of any merger or consolidation as a result of which the common stock would be changed, converted or exchanged for the shares of another corporation (other than by merger or consolidation with a wholly owned subsidiary of the Company), any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, or (iv) the consummation of a merger or consolidation to which the Company is a party as a result of which persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation will have beneficial ownership of less than 50% of the combined voting power for the election of directors of the surviving corporation following the merger or consolidation. However, in no such event will a Change in Control be

deemed to have occurred if prior to the occurrence of any event that would otherwise cause a Change in Control the Board of Directors determines that such event will not constitute a Change in Control.

In the event an award is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and a Change in Control would accelerate the timing of payment thereunder, then a “Change in Control” for purposes of that award shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A and the authoritative guidance issued thereunder, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A as determined by the Board of Directors.

Outside Director Plan Benefits

Because benefits under the Outside Director Plan will depend on the Board of Director’s actions (including a determination of the terms of future awards) and the fair market value of a share of the Company’s common stock at various future dates, it is not possible to determine the benefits that will be received by current Outside Directors or future nominees for election as an Outside Director if the amendment to and restatement of the Outside Director Plan is approved by the shareholders.

Effectiveness; Termination of Plan

The Outside Director Plan, as amended and restated, shall become effective upon its approval by the shareholders at the Annual Meeting, and shall terminate when there are no longer any awards outstanding that have been granted under the Outside Director Plan, unless earlier terminated by the Board of Directors. If, however, the amendment and restatement of the Outside Director Plan is not approved by shareholders at the Annual Meeting, then the Outside Director Plan, as in effect immediately prior to the Board of Director’s adoption of the amended and restated version on December 9, 2015, shall continue to exist and operate according to all of the terms and conditions of such prior version.

U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences to the Company and the participating directors in connection with the Outside Director Plan under existing applicable provisions of the Code and the accompanying regulations. The discussion is general in nature and does not address issues relating to the income tax circumstances of any individual director. The discussion is based on federal income tax laws in effect on the date of this Proxy Statement and is, therefore, subject to possible future changes in the law. The discussion does not address the consequences of state, local or foreign tax laws.

Stock Options — An Outside Director will not recognize any income upon the receipt of a stock option under the Outside Director Plan, and the Company will not be entitled to a deduction for federal income tax purposes on grant. Ordinary income will be realized by the holder of the option at the time the option is exercised and the shares are transferred to the holder. The amount of such taxable income will be the difference, if any, between the option price and the fair market value of the shares on the date of exercise. When the holder of stock acquired upon the exercise of an option granted under the Outside Director Plan disposes of the shares, the difference between the sales price and the holder’s tax basis in such shares will be treated as long or short-term capital gain or loss depending upon the holding period for the shares. Generally, the holder’s tax basis in shares acquired upon the exercise of such an option will be the sum of the amount paid for the shares plus any ordinary income recognized as a result of the exercise of the option.

Common Stock and Restricted Stock — An Outside Director receiving an award of common stock will be taxed as ordinary income on the fair market value of the stock on the date of the award. An Outside Director receiving restricted stock will not recognize any income upon receipt of the restricted stock, but will be taxed as ordinary income on the fair market value of the stock on the date the Forfeiture Restrictions lapse. The amount of

ordinary income upon the receipt of common stock and the lapse of the Forfeiture Restrictions on restricted stockwill be equal to the fair market value of the shares on (i) the date that the common stock is received or (ii) the date that the Forfeiture Restrictions on restricted stock are removed or have expired. However, no later than 30 days after an Outside Director receives restricted stock, the Outside Director may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that theelection is made in a proper and timely manner, when the Forfeiture Restrictions lapse, the Outside Director will not recognize any additional income. If the Outside Director forfeits the shares to the Company, the Outside Director may not claim a deduction with respect to the income recognized as a result of the election. Generally, when the holder of shares acquired under the Outside Director Plan disposes of such shares, the difference between the sales price and the holder’s tax basis in the shares will be treated as long or short-term capital gain or loss depending on the holding period for the shares.

Restricted Stock Units — An Outside Director will not recognize any income upon the receipt of a restricted stock unit under the Outside Director Plan, and the Company will not be entitled to a deduction for federal income tax purposes on grant. An Outside Director receiving restricted stock units will be taxed as ordinary income on the fair market value of the stock on the date or dates that such restricted stock units vest. Generally, the holder’s tax basis in shares acquired upon the vesting of restricted stock units will be the fair market value of the shares on the date of transfer. When the holder of stock received pursuant to the vesting of restricted stock units disposes of the shares, the difference between the sales price and the holder’s tax basis in the shares will be treated as long or short-term capital gain or loss depending on the holding period for the shares.

Federal Income Tax Consequences to the Company — In general, there will be no federal income tax deduction allowable to the Company upon the grant or termination of an option granted under the Outside Director Plan or the sale or disposition of the shares acquired upon the exercise of such an option. However, the Company will be entitled to a deduction for federal income tax purposes upon the exercise of such an option equal to the amount of ordinary income that the option holder is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Code. To the extent that a recipient recognizes ordinary income in the circumstances described above with respect to shares of common stock, restricted stock or restricted stock units, the Company will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness and is an ordinary and necessary business expense.

Equity Compensation Plans of the Company

The following table presents certain information about the Company’s equity compensation plans as of October 2, 2015:

NOMINEESDirector Experience Matrix

CONTINUING DIRECTORSDirector Biographies

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Independent Director Since 2003 Age 70 Board Committee: Audit (Chair)		Joseph R. Bronson Principal and Chief Executive Officer a member of The Bronson Group, LLC., Strategic Advisor of Cowen and Company Mr. Bronson brings accounting expertise and familiarity with financial statements, financial disclosures, auditing and internal controls to the boardBoard from his prior service as Chief Financial Officer of directorsApplied Materials, Inc. His senior management level experience at large publicly traded companies also brings to the Board additional perspective regarding theday-to-day operations of large organizations as well as corporate best practices.
		Business Experience •  Principal and ChairChief Executive Officer of theThe Bronson Group, LLC •  Strategic Advisor of Cowen and Company (2014-present) •  Advisory Director to GCA/Savvian, LLC (2011-2014) •  Chief Executive CommitteeOfficer of Western DigitalSilicon Valley Technology Corporation (“WD”), a global S&P 500 company, from January 2007 to January 2013. WD designs, develops, manufactures,(2009-2010) •  President and sells hard drivesChief Operating Officer ofSanmina-SCI (2007-2008) •  Co-Chief Executive Officer and solid state drives. Mr. Coyne joined WD in 1983 and has dedicated the majorityDirector of his career to WD, serving the company in many capacities around the globe. He served as CEO of WD from January 2007 until his retirement in January 2013, and President from May 2006 to March 2012. From November 2002 until June 2005, Mr. Coyne served as Senior Vice President, Worldwide Operations, from June 2005 until November 2005, he served as Executive Vice President, Worldwide Operations, and from November 2005 until June 2006, he served asForm Factor (2004-2007) •  Executive Vice President and Chief Operations Officer. A nativeFinancial Officer of Dublin, Ireland, Applied Materials, Inc. (1998-2005) •  Various executive management and general management positions at Applied Materials, Inc. (1984-1998) Education •  BS from Fairfield University •  MBA from University of Connecticut •  Certified Public Accountant and a member of the American Institute of CPAs •  Registered Investment Advisor and holder of Series 63 and Series 7 credentials from the Financial Industry Regulatory Authority (FINRA) from 2011 to present		Public Company Boards •  Director of Maxim Integrated Products, Inc. (2007-present) •  Director of PDF Solutions, Inc. (2014- present) Private Boards & Community Involvement •  Trustee of Fairfield University, Fairfield, Connecticut •  Regent of Santa Clara University, Santa Clara, California •  Regent of Loyola Marymount University, Los Angeles, California •  Chair of the Advisory Board at the Leavey School of Business at Santa Clara University, Santa Clara, California •  Trustee of Bellarmine College Preparatory School, San Jose, California and past Chair of the Board of Trustees •  Director of Siltectra, Dresden, Germany

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Independent Director Since 2013 Age 59 Board Committee: Human Resource and Compensation Nominating and Corporate Governance		Juan José Suárez Coppel Former General Director (Chief Executive Officer) of Petróleos Mexicanos Mr. Coyne receivedSuárez Coppel provides solid expertise in the oil and gas industry, which is particularly valuable given the Company’s customers in this industry. He also brings extensive knowledge and experience in finance matters and his bachelor’s degreeexperience as an executive brings perspective on management and operational matters to the Board. His background in mechanical engineeringinternational operations also assists the Board in light of our growing international presence.
		Business Experience •  General Director (Chief Executive Officer) of Petróleos Mexicanos (2009- 2012) •  Chief Financial Officer of Petróleos Mexicanos (2001-2006) •  Chief of Staff of Mexico’s Secretary of Finance and Public Credit (2000-2001) •  Co-Head of Equity Derivative Trading at Banamex (1991-1995) •  Senior leadership positions at Grupo Televisa and Grupo Modelo (1991-1995) •  Consultant for Petroleos Ebano		Other Professional Experience •  Served as a professor of economics at Brown University and the Universitat Autónoma de Barcelona Education •  Graduate of the Instituto Tecnológico Autónomo in Mexico City •  Ph.D. in economics from the University College Dublin in 1971.of Chicago

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Independent Director Since 2001 Age 73Board Committee:Nominating and CorporateGovernance (Chair)		Robert C. Davidson, Jr. Former Director, Chairman and Chief Executive Officer of Surface Protection Industries, Inc.   Mr. CoyneDavidson brings strong leadership, knowledge and experience of strategic and financial matters to the Board from his expertise founding and building private companies serving national and international markets during his30-year career at Surface Protection Industries, Inc., including his service as chief executive officer and chairman. He also brings to the Board important knowledge of public company governance through his service on multiple public company boards, including service on compensation committees.
		Business Experience •  Chairman and Chief Executive Officer of Surface Protection Industries, Inc. (1977-2007) •  President of R Davidson and Associates (2007 to Present) •  Vice President of Urban National Corporation (1972-1974) •  Management Consultant at Cresap, McCormick & Paget (1969-1972) Education •  BA from Morehouse College •  MBA in Marketing and Finance from the University of Chicago •  Honorary Doctorate of Laws from Morehouse College		Public Company Boards •  Broadway Financial Corporation (2003-present) •  Chair of Compensation Committee •  Chair of Internal Asset Review Committee •  Member of Governance Committee •  Member of Risk & Compliance Committee Private Boards & Community Involvement •  Chairman of the Board of Trustees of the Art Center College of Design, Pasadena, California •  Board of Directors of Cedars-Sinai Medical Center, Los Angeles, California •  Board member of the Smithsonian American Art Museum, Washington, DC •  Board member of The Ray Charles Foundation, Los Angeles, California •  Chairman Emeritus of the Board of Trustees of Morehouse College •  Member of the Advisory Council at the University of Chicago Graduate School of Business •  Previously served on boards of numerous other organizations, including Children’s Hospital, Los Angeles; LA Chamber of Commerce; Weingart Center for the Homeless, L.A.; among others

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Independent Director Since 2012 Age 71Board Committees:Human Resource and CompensationNominating and Corporate Governance		General Ralph E. Eberhart (USAF, Retired) Director, Chairman and President of Armed Forces Benefit Association General Ralph E. Eberhart brings valuable leadership and management skills developed through his military service. His36-year military career provides the Board with valuable experience and knowledge of government and the military, which is particularly valuable given the Company’s government and military contracts.
		Business & Military Experience •  Former General Officer of the United States Air Force (1997-2005) •  Numerous high-level command and staff positions within the Air Force (1968-2005) •  Former Commander of the North American Aerospace Defense Command (NORAD) (2002-2005) •  Former Commander of Air Combat Command and U.S. Space Command (1999-2002) Education •  United States Air Force Academy		Public Company Boards •  Director of Rockwell Collins (2007-2018) •  Director of Triumph Group, Inc. (2010-present) •  Director of VSE Corporation (2007-present) Private Boards & Community Involvement •  Trustee, Air Force Academy Endowment •  Director, Segs4Vets •  Director, Terma North America Inc.

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Independent Director Since 2015 Age 61Board Committees:AuditNominating and Corporate Governance		Dawne S. Hickton Former Director, Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc. Ms. Hickton provides a wealth of proven business leadership experience with a CEO’s perspective, and advanced strengths in project management and engineering expertise. Her background as a senior officer in a publicly traded company for nearly two decades is particularly valuable to the Board, as it lends a contemporary understanding of how to engage with the Company’s stakeholders, in addition to driving a strong growth agenda.
		Business Experience •  President of Cumberland Highstreet Partners (2016-present) •  Chairman of the Federal Reserve Bank of Cleveland (January 2018-present) •  Deputy Chair of the Federal Reserve Bank of Cleveland (2012 to January 2018) •  Chief Executive Officer of RTI International Metals, Inc. (2007- 2015) Education •  Graduate of the University of Rochester •  JD from the University of Pittsburgh School of Law		Public Company Boards •  Board member, Chair of the Audit Committee and member of the Nominating & Corporate Governance Committee and Executive Committee of Triumph Group (2015-present) •  Board member and member of the Risk Committee, Strategic Committee and Audit Committee of Haynes International Inc. (2017-present) •  Director of FNB Corporation (2006-2013) Private Boards & Community Involvement •  Board member of Smithsonian’s National Air and Space Museum •  Board member of The Wings Club •  Director of Corporate Angel Network •  Member of the University of Pittsburgh’s Board of Trustees, serving on the Student Affairs, Technology & Innovation, and Property & Facilities Committees

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Independent Director Since 2017 Age 64Board Committees:AuditNominating and Corporate Governance		Robert A. McNamara Retired Group Chief Risk Officer of Lendlease Corporation (ASX) Mr. McNamara has over 3035 years of experience managing global businesses in global high tech industry, including more than five years asthe development, design and delivery of projects in the government, institutional, infrastructure and industrial sectors in senior management positions. He has been responsible for ensuring Lendlease achieves world’s best practices in risk management and operational excellence. He also oversaw Lendlease’s Building, Engineering, and Services businesses in Australia. Prior to this, Mr. McNamara was Chief Executive Officer Americas of Lendlease.
		Business Experience •  Group Chief Risk Officer, Lendlease Corporation (2014-2017) •  Chief Executive Officer, Americas of Leadlease (2010-2014) •  Chairman and Chief Executive Officer of Penhall/LVI International (PLI) (2006-2010) •  Senior Group President of Fluor Corporation (1996-2006) •  President and CEOChief Operating Officer of WD.Marshall Contractors (1977-1996) Education •  Bachelor’s degree in Economics from Brown University •  Completed the Consortia 1 Program at Thunderbird International Business School •  Certification as a Public Board Director from the UCLA Anderson School of Management		Public Company Boards •  Board member of UDR, Inc. (2014-present) Private Boards & Community Involvement •  Past Board member of the US China Business Council •  Past Chairman for the Construction Industry Institute’s Technology Implementation Task Force

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Independent Director Since 2009 Age 71Board Committees:Human Resource and Compensation (Chair)		Peter J. Robertson Former Director and Vice Chairman of the Board of Directors of Chevron Corporation Mr. Robertson brings vital knowledge and experience to the Board in the oil and gas industry from his 36-year career at Chevron Corporation, which is particularly important given the number of the Company’s customers in the energy and refining sector. He also brings valuable international experience in developed and developing countries, including interactions with governments at the highest levels, from his executive experience and the multiple chairmanship and director positions he has held and currently holds. Mr. Robertson also has extensive experience on the boards of not-for-profit entities with global reach and public company boards as well as important accounting know-how and experience with public company financial statements, disclosures and accounting rules from his service as Chief Financial Officer of Chevron USA.
		Business Experience •  Executive Vice President, Director and Vice Chairman of Chevron Board (2002-2009) •  President of Chevron’s worldwide exploration, production and global gas businesses (2002-2004) •  President of Chevron’s overseas exploration and production businesses (2000-2002) •  President of Chevron’s North America exploration and production businesses (1996-2000) •  President of Chevron’s natural gas processing business (1990-1994) •  Chief Financial Officer of Chevron USA (1985-1990) Education •  BS in Mechanical Engineering from the University of Edinburgh •  MBA from the University of Pennsylvania, Wharton School, where he was a Thouron Scholar		Public Company Boards •  Vice Chairman of the Board for Chevron Corporation (2002-2009) •  Director of Sasol Limited, chair of Capital Investment Committee, and member of Nomination and Governance Committee and Remuneration Committee (2012-present) •  Director, Dynegy Inc. (1996-2000) Private Boards & Community Involvement •  Director, Sylvan Source, Inc. (2016-present) •  Co-chairman of the US Saudi Arabian Business Council (2009-2018) •  Chairman of the World Affairs Council of Northern California (2009-2018) •  Chairman of the US Energy Association (2006-2008)

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Independent Director Since 2012 Age 70Board Committees:AuditHuman Resource and Compensation		Christopher M.T. Thompson Former Chairman and Chief Executive Officer of Gold Fields Ltd. Mr. Thompson has an extensive background in many partsthe mining industry, providing strong knowledge of and management and operational experience in this area to the Board, which is particularly valuable given the Company’s customers in this industry. Mr. Thompson also provides knowledge of the globebiotechnology industry, which is also important given the Company’s customers in executive capacitiesthat industry. His international experience brings to the Board additional perspective regarding the day to day operations of large organizations as well as corporate best practices.
		Business Experience •  Director, Chairman and Chief Executive Officer of Gold Fields Ltd. (1998-2005) •  Chairman of the World Gold Council (2002-2005) •  Founder and Chief Executive Officer of Castle Group Ltd. (1992-1998) Education •  Bachelor’s degree in law and economics from Rhodes University, South Africa •  Master’s degree in management studies from Bradford University, U.K.		Public Company Boards •  Board member of Royal Gold, Inc. (2013-present) •  Board member of Teck Resources Limited (2003-2015) •  Board member of Golden Star Resources Ltd. (2010-2015) •  Board member of various portfolio companies of Castle Group (1985-1999) Private Boards & Community Involvement •  Board member of The Colorado School of Mines Foundation (2013-2017)

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Independent Director Since 2017 Age 74Board Committees:Audit		Barry L. Williams Retired Managing General Partner of Williams Pacific Ventures, Inc. Mr. Williams brings valuable business and leadership skills to the Board from his career leading an investment and consulting company. He has accounting expertise and experience serving as a member of public and private company boards, including service on audit committees. Mr. Williams understands the engineering operations, salesindustry and businessprovides the Board with a valuable perspective, having served as a board member of recently acquired CH2M HILL Companies, Ltd. for more than 20 years.
		Business Experience •  Managing General Partner of Williams Pacific Ventures (1986-2014) •  President and CEO of American Management Association International (2000-2001) •  Senior Mediator for JAMS/Endispute (1993-2002) •  Visiting Lecturer, University of California (1993-2000) Education •  BA from Harvard University •  MBA from Harvard Business School •  JD from Harvard Law School		Public Company Boards •  Navient (2000-present) •  PG&E Corporation (1996-2017) •  Simpson Manufacturing Co. (1994-2015) •  R.H. Donnelly Corp. (1998-2010) •  Ameron International Corporation (2010-2011) Private Boards & Community Involvement •  Director, CH2M HILL Companies, Ltd. (1995-2017) •  Trustee, Sutter Health (1992-present) •  Trustee, Northwestern Mutual Life Insurance Company (1986-2016) •  Management Leadership for Tomorrow

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CORPORATE GOVERNANCE

Highlights

Jacobs has a strong track record of integrity and corporate governance practices that promote thoughtful management by its officers and Board of Directors to facilitate profitable growth while strategically balancing risk to maximize long-term shareholder value. Below is a summary of certain information about our Board of Directors and governance best practices employed by the Company:

Name and Experience		Term Expires				Director Since
management. He also has extensive experience overseeing talent acquisition, retention and development programs and identifying, overseeing and integrating merger and acquisition transactions. These skills, attributes and experiences qualify Mr. Coyne to add perspective and make a valuable contribution to the work of the Board of Directors			2017				2008
Linda Fayne Levinson, Director. Ms. Fayne Levinson, age 73, is an experienced executive and corporate director. From 1997 until 2004, Ms. Fayne Levinson was a Partner of GRP Partners, a venture capital firm that invests in early stage technology companies. Prior to that, Ms. Fayne Levinson was an executive at Creative Artists Agency, Inc.; a Partner at Wings Partners, a Los Angeles based private equity firm; President of Fayne Levinson Associates, an independent consulting firm; a Senior Vice President of American Express Travel Related Services Co., Inc.; and a Partner of McKinsey & Company, where she became the first woman partner in 1979. Ms. Fayne Levinson also serves as a member of the boards of Hertz, Ingram Micro, Inc., NCR Corporation and The Western Union Company. At Hertz, Ms. Fayne Levinson is the Chair of the Board and previously served as Chair of its Nominating and Governance Committee, and at NCR is Chair of the Compensation Committee. Ms. Fayne Levinson is also a member of the U.S. Advisory Board of CVC Capital Partners and a trustee at Barnard College, where she chairs the Investment Committee.   Ms. Fayne Levinson’s executive, consulting and investment career brings in-depth knowledge of business operations, strategy and technology to the Board of Directors. Her service on the boards of a number of global companies, including her service as a Chair of a board, a lead director and as chair of compensation and nominating and governance committees, provides the Board insight regarding compensation strategies and other corporate governance matters, both of which are key areas of focus in today’s corporate environment			2017				1996
Christopher M.T.Thompson, Director. Mr. Thompson, age 67, was Chairman and Chief Executive Officer of Gold Fields Ltd., an international gold producer with over 50,000 employees and operations on five continents from 1998 to 2002, and continued as Chairman of that company through 2005. He was also Chairman of the World Gold Council from 2002 to 2005. He founded and was Chief Executive Officer of Castle Group Ltd., an international investment company that helped support the development of new mines. He served on the board of Teck Resources Limited from 2003 to 2015 and on the board of Golden Star Resources Ltd. from 2010 to 2015. He currently serves on the board of Royal Gold, Inc., a company that acquires and manages precious metal royalties and streams, as well as on the board of a privately held biotech company based in the U.S. Mr. Thompson holds a master’s degree in management studies from Bradford University, U.K., and a bachelor’s degree in law and economics from Rhodes University, South Africa. He is a member of the Board of Governors of the Colorado School of Mines.   Mr. Thompson has an extensive background in the mining industry, providing strong knowledge of and management and operational experience in this area to the Board, which is particularly valuable given the Company’s customers in this industry. Mr. Thompson also provides knowledge of the biotechnology industry, which is also important given the Company’s customers in that industry. His senior management level experience also brings to the Board additional perspective regarding the day to day operations of large organizations as well as corporate best practices			2017				2012

Meetings of the Board of Directors

The Board of Directors holds six regularly scheduled meetings each year and may hold additional meetings from time to time as the Board of Directors deems necessary or desirable. The Board of Directors held nine meetings during fiscal 2015. All directors attended at least 75% of all meetings of the Board of Directors and of the Committees thereof on which they served during fiscal 2015. The Board of Directors has a policy that

directors are expected to attend the annual meetings of shareholders. All directors attended the 2015 annual meeting of shareholders.

During fiscal 2015, the non-management members of the Board of Directors met in executive sessions without management present at all of its regularly held meetings. The Board of Directors expects to continue this practice in fiscal 2016. The director serving as the Lead Independent Director at these executive sessions rotates on a bi-annual basis among the chairs of the various Committees of the Board of Directors. No director may serve as the Lead Independent Director for more than two consecutive years. Currently, Mr. Bronson, Chair of the Audit Committee, serves as the Lead Independent Director and, following the annual meeting in 2017, it is expected that the Chair of Compensation Committee will begin serving as the Lead Independent Director.

Compensation of Directors for Fiscal 2015

The Company pays non-management directors a cash retainer in the amount of $88,000 per year. Each non-management director also receives an annual award of 1,500 restricted stock units, an annual award of an option to purchase 3,500 shares of the Company’s common stock on the first day of March of each year (the “annual grant”), and, upon his or her election to the Board of Directors, an option to purchase 4,000 shares of the Company’s common stock on the first day of the month following the date he or she is first elected to the Board of Directors (the “appointment grant”). Directors who are also members of management are not separately compensated for their services as a director.

Each of the equity awards described above has been made pursuant to the 1999 Outside Director Stock Plan. Each director option grant vests and becomes exercisable in four equal annual installments commencing on the first anniversary of the grant date. Each director restricted stock unit grant vests in full six months after the grant date; however the award is not settled by issuance of the underlying shares until the director’s retirement from the Board of Directors. In accordance with the terms and conditions of the 1999 Outside Director Stock Plan, the option prices for both the annual grants and the appointment grants are equal to the average of the Fair Market Values (as defined in the 1999 Outside Director Stock Plan) of a share of common stock for the ten trading days ending on the second trading day prior to the date for which the grant price is being determined, but in no event less than eighty-five percent (85%) of the Fair Market Value of a share of common stock on the date the grant price is being determined.

The table below sets forth the compensation paid (or credited) to each of the Company’s non-management directors during fiscal 2015.

The Board of Directors has adopted Board of Directors Guidelines for Determining the Independence of its Members, which are accessible by following the link to “Corporate Governance” on the Company’s website atwww.jacobs.com. The Board of Directors has affirmatively determined that each of Mesdames Fayne Levinson and Hickton and Messrs. Bronson, Coyne, Davidson, Fritzky, Robertson, Suárez and Thompson, and General Eberhart is independent under Section 303A.02 of the NYSE listed company manual and the Company’s Independence Guidelines. The NYSE’s independence definition also includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings involving the Company, which would prevent a director from being independent. None of the Company’s independent directors had any relationship that violated the NYSE’s tests.

In addition, as further required by the NYSE’s listed company manual and the Company’s independence guidelines, the Board of Directors has made an affirmative determination that no relationship, whether immaterial or material, exists between any independent director and the Company that would prevent a director from being independent. In making this determination, the Board considered the facts described below. Until January 2013, Mr. Coyne was the President and Chief Executive Officer of Western Digital Corporation, which is one of the Company’s clients. The payments by Western Digital Corporation to the Company for any fiscal year have been and are expected to continue to be substantially less than one percent of the consolidated gross revenues of Western Digital Corporation and have been and will largely consist of pass through costs relating to subcontract labor or third-party materials and equipment. Mr. Robertson is on the board of directors of the US-Saudi Arabian Business Council, an organization of business leaders to which the Company currently makes annual cash contributions of $5,000. Prior to his joining the Board, Mr Suárez was employed by PEMEX, one of the Company’s clients. He served most recently as the General Director (chief executive officer) of PEMEX until his retirement effective in December 2012 which was prior to joining the Board of Directors. The payments by PEMEX to the Company for any fiscal year have been and are expected to continue to be substantially less than one percent of the consolidated gross revenues of PEMEX. During his time with PEMEX, Mr. Suárez had no involvement in PEMEX’s business relationship with the Company. During fiscal 2015, Ms. Hickton served as Vice Chair, President, Chief Executive Officer and a director of RTI International Metals, Inc. (“RTI”), which has been a client of the Company. The payments by RTI to the Company for any fiscal year have been

substantially less than one percent of the consolidated gross revenues of RTI. After a review of the facts, using its business judgment, the Board of Directors determined that these relationships did not compromise Mr. Coyne’s, Mr. Robertson’s, Mr. Suárez’s or Ms. Hickton’s independence.

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chairman and Chief Executive Officer in any manner after consideration of relevant factors at the time of the decision. Currently, the Board is led by Mr. Watson as non-Executive Chairman. He has been Chairman of the Board since 2004, was Chief Executive Officer from November 1992 to April 2006, was President from 1987 until 2002, and was Executive Chairman from December 2014 to August 2015. The Board has determined that having Mr. Watson serve as Chairman provides significant advantages to the Board, as it allows the Board to benefit from his prior experience and knowledge of the Company’s business and affairs and also facilitates communications and relations among the Board, the Chief Executive Officer and other senior management. Because the Board also believes that strong independent Board leadership is a critical aspect of effective corporate governance, the Board has established the position of Lead Independent Director. As discussed above, the Lead Independent Director rotates on a bi-annual basis among the chairs of the various committees, with no director serving as Lead Independent Director for more than two consecutive years. The Lead Independent Director chairs the Board meetings during all executive sessions.

The Board’s Role in Risk Oversight

The Board of Directors oversees the Company’s risk management process. The Boardfunction. It oversees a Company-wide approach to risk management, designed to enhance long-term shareholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board determines the appropriate level of risk for the Company, generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy also facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’sconsensus of the Board and management’s consensusmanagement as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to

Through this structure,framework, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational/strategic, health and safety, and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions and financial matters. For example, in fiscal 2017, the Board held six special Board meetings in connection with the acquisition of CH2M Hill Companies, Ltd. (“CH2M”) that was completed in the first fiscal quarter of 2018. Following fiscal 2018, the Board held two special meetings and an additional executive session in connection with the pending sale of the Company’s Energy, Chemicals and Resources business announced in the first fiscal quarter of 2019. In addition, the independent directors discuss risk management during executive sessions without management present.

While the Board maintains the ultimate oversight responsibility for the risk management process, its committeesCommittees oversee risk in certain specified areas. In particular, the areas:

Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including regular reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees.

Board Leadership Structure

The Board’s leadership is comprised of:

Currently, the Board is led by Mr. Demetriou as Chair, a position he has held since July 2016, and Ms. Fayne Levinson as Lead Independent Director, a position she has also held since July 2016.

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In a process led by the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee, — the Board evaluates the appointment and role of the Chair on an annual basis. The AuditBoard has determined that having Mr. Demetriou serve as Chair provides significant advantages to the Board and the Company, as it allows the Board to benefit from his knowledge of the Company’s business and market opportunities and risks and also facilitates communications and relations with other members of senior management. The Board also believes that having Mr. Demetriou serve as Chair is advantageous to the Company when working with clients in certain areas of the world in which the title of Chair is significant.

Because the Board believes that strong independent Board leadership is a critical aspect of effective corporate governance, the Board has established the position of Lead Independent Director. The Board also believes that a Lead Independent Director, who has the responsibilities set forth in the Company’s Corporate Governance Guidelines, provides independent leadership, oversight and benefits for the Company and Board that would be provided by an independent Chair. Responsibilities of the Lead Independent Director include:

The Nominating and Corporate Governance Committee advisesleads the process of the Board’s evaluation of the selection, role and term of the Lead Independent Director on an annual basis.

Board Composition

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board on an annual basis the appropriate skills and characteristics required of members in the context of the currentmake-up of the Board. This process enables them to update the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company’s needs evolve. This assessment takes into consideration all factors deemed relevant by the Nominating and Corporate Governance Committee, including the following factors:

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The Board of Directors and the Nominating and Corporate Governance Committee consider the qualifications and attributes of directors and director candidates individually, as well as in the broader context of the Company. In addition, the Audit Committee reviews with such auditors the scopeBoard’s overall composition and results of their examination of the financial statements of the Company and any investigations by such auditors, and reviews and approves the worldwide audit fee and all non-audit services.

The Audit Committee is governed by a charter which is available by following the links to “Corporate Governance” on the Company’s website atwww.jacobs.com or upon written request,current and future needs, to ensure that the Board as described above under “Corporate Governance — Availabilitya whole possesses the requisite combination of Documents.” The membersskills, professional experience and diversity of the Audit Committee are Mr. Bronson (Chair), Ms. Hicktonbackgrounds and Messrs. Robertson and Thompson. perspectives.

Independence of Directors

The Board of Directors has affirmatively determined that all of the members of the Audit Committee meet the Company’s Independence Guidelines, the independence standards of Section 303A.02 of the NYSE listed company manual and Rule 10A-3 under the 1934 Act and are “financially literate” as required by Section 303A.07(a) of the NYSE listed company manual, as such qualification is interpreted by the Company’sadopted Board of Directors inGuidelines for Determining the Independence of its business judgment. In addition, the Board of Directors has affirmatively determined that all of the members of the Audit CommitteeMembers, which are “audit committee financial experts” under Item 407(d)(5) of Regulation S-K. The Board of Directors made this determination based on the respective qualifications and business experience of each of the members, as briefly described above. During fiscal 2015, the Audit Committee held eight meetings. Further information regarding the Audit Committee is set out in the “Report of the Audit Committee” below.

Human Resource and Compensation Committee — The Compensation Committee establishes, recommends, and governs all compensation and benefits policies for executive officers, including individual components of total remuneration, goals, and performance criteria for incentive compensation plans, short- and long-term incentive plan design, and key benefit plans established for employees. The Compensation Committee is responsible for the policy and protocol involved in the granting of all equity compensation and approves directly or through its subcommittee, all equity-based grants made to employees. The Compensation Committee also oversees the administration of employee benefit plans for the Company.

The Compensation Committee is governed by a charter which is availableaccessible by following the link to “Corporate Governance” on the Company’s website atwww.jacobs.com or upon written request, as described above under “Corporate Governance — Availability of Documents.” The members of the Compensation Committee are Ms. Levinson (Chair), Mr. Coyne, and General Eberhart. www.jacobs.com. The Board of Directors has affirmatively determined that alleach person who served as a member of the membersBoard of the Compensation Committee meet the Company’s Independence Guidelines and the independence standards ofDirectors during fiscal 2018, other than Mr. Demetriou, is independent under Section 303A.02 of the NYSE listed company manual.manual and the Company’s independence guidelines. Each member of each Committee of the Board is also independent (as defined by the applicable NYSE rules).

In addition, as further required by the NYSE’s listed company manual and the Company’s Independence Guidelines, the Board of Directors has made an affirmative determination that no relationship, whether immaterial or material, exists between any independent director and the Company that would prevent a director from being independent. In making this determination, the Board considered the facts described below.

Mr. Davidson is an officer of Gamma Zeta Boulé Foundation and Sigma Pi Phi Professional Fraternity. The Company has made annual contributions to these organizations during the last three fiscal years. Such amounts did not exceed $7,500 in any fiscal year. During fiscal 2015, Ms. Hickton was Vice Chair, President and CEO of RTI International Metals, Inc. (“RTI”), which has been a client of the Compensation Committee held ten meetings.Company. The payments by RTI to the Company for any fiscal year were substantially less than two percent of the consolidated gross revenues of RTI. Mr. McNamara was previously Global Chief Risk Officer & COO — Australia businesses of Building, Engineering, and Services of Lendlease Corporation Limited (“Lendlease”), which has been a client of the Company. The payments by Lendlease to the Company for any fiscal year were substantially less than two percent of the consolidated gross revenues of Lendlease.

Until February 2018, Mr. Robertson served as the U.S.Compensation Committee Interlocksco-chairman of theUS-Saudi Arabian Business Council, an organization to which the Company makes $20,000 in annual cash contributions and Insider Participation — Duringalso supports conferences. In February 2018, Mr. Demetriou succeeded Mr. Robertson in this role as theco-chairman. The total amount contributed by the Company to theUS-Saudi Arabian Business Counsel over the last completed fiscal year, no memberfive years is approximately $70,000. Mr. Robertson is also on the Board of Sasol Ltd., which is a client of the Compensation Committee was an officer or employeeCompany. After a review of the Company, was a former officer offacts, using its business judgment, the Company, nor had a relationship with the Company requiring disclosure as a related party transaction under Item 404 of Regulation S-K. None of the Company’s executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served as a member of the Company’s Board of Directors determined that these relationships did not compromise the independence of Mssrs. Davidson, McNamara and Robertson or on the Compensation Committee.Ms. Hickton.

Director Nominations

Nominating and Corporate Governance Committee — The Nominating and Corporate Governance Committee assistsis responsible for recommending the Boardselection of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company and for considering and making recommendationsdirector nominees to the Board concerning the Company’s corporate governance policies, principles, and guidelines, including, but not limited to, the appropriate size, function, and needs of the Board. The qualifications that the Nominating and Corporate Governance Committee and Board of Directors consider in identifying qualified candidates to serve as directors include age, skills, such as financial background and skills, international background, education, professional and

academic affiliations, industries served, length of service, positions held, and geographies served. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it also considers diversity of viewpoints, backgrounds, experience and other demographics in evaluating director candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates. During fiscal 2015, the Nominating and Corporate Governance Committee engaged a third-party search firm to assist in identifying potential directors. That firm identified Ms. Hickton as a potential director. Once potential candidates are identified, including those candidates nominated by shareholders and/or identified by outside advisors or search firms, the Chair of the Nominating and Corporate Governance Committee, the non-executive Chairman ofLead Independent Director and the Board,Chair and the CEO review the backgrounds of those candidates with the Nominating and Corporate Governance Committee. Final candidates are then chosen and interviewed bynon-management directors and executive management of the Company.

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Based on the interviews, the Nominating and Corporate Governance Committee then makes its recommendation to the Board of Directors. If the Board of Directors approves the recommendation, the candidate is nominated for election. With regard to procedures for shareholder nominations of directors for election, please see the requirements described below under “Shareholders’ Proposals.” The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in accordance with these procedures.

Mr. Williams was appointed to the Board in December 2017 in connection with the Company’s acquisition of CH2M. Prior to the acquisition, Mr. Williams served on the Board of CH2M and was the chair of its audit committee.

Committees of the Board of Directors

The Board of Directors has three standing committees: the Audit Committee, the Human Resource and Compensation Committee and the Nominating and Corporate Governance Committee.

Committee is governed by aCharter: The Audit Committee’s current charter which is available by following the linklinks to “Corporate Governance” on the Company’s website atwww.jacobs.com or upon written request, as described abovebelow under “Corporate Governance — Availability of Documents” above.Documents.”

Committee Charter: The Human Resource and Compensation Committee’s current memberscharter is available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

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Compensation Committee Interlocks and Insider Participation: During the last completed fiscal year, no member of the Compensation Committee was an officer or employee of the Company, was a former officer of the Company, nor had a relationship with the Company requiring disclosure as a related party transaction under Item 404 of RegulationS-K. None of the Company’s executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served as a member of the Company’s Board of Directors or on the Compensation Committee.

Committee Charter: The Nominating and Corporate Governance CommitteeCommittee’s current charter is available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

Corporate Governance Guidelines

The Company monitors developments in the area of corporate governance and routinely reviews its processes and procedures in light of such developments. The Company believes that it has procedures and practices in place which are Mr. Fritzky (Chair), Mr. Davidson,designed to enhance and Mr. Suárez. protect the interests of its shareholders.

The Board of Directors has affirmatively determined that allapproved Corporate Governance Guidelines for the Company, which are reviewed and updated on an annual basis. The Corporate Governance Guidelines are available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.” The Corporate Governance Guidelines address the following matters:

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Director Education

The Board recognizes the importance of director continuing education and is committed to provide such education in order to enhance both Board and Committee performance. Accordingly, as noted in the Company’s Corporate Governance Guidelines, the Company regularly provides the Board with education programs, presentations and briefings on topics relevant to the Company, its business and risk profile. In addition, each year the Board engages a third-party provider to host an educational program for members of the NominatingBoard on matters relevant to the Company or relating to duties and Corporate Governance Committee meetresponsibilities of directors. Directors are also encouraged to attend at least one outside educational program each year on any subjects pertaining to the directors’ responsibilities such as “directors’ colleges.” Additionally, new directors must participate in the Company’s Independence Guidelines and the independence standards of Section 303A.02 of the NYSE listed company manual. During fiscal 2015, the Nominating and Corporate Governance Committee held seven meetings.

orientation program for new directors.

Annual Performance Evaluations

The Nominating and Corporate Governance Committee, conductstogether with the Lead Independent Director, coordinates annual Board performance evaluations and periodic individual director performance reviews, in particular where a director is standing for re-election. In addition, thereviews. The Chairs of each of the committeesCommittees coordinate regular self-evaluationsannual performance evaluations of their respective committees.Committees.

Attendance at Meetings of the Board and its Committees and the Shareholder Meeting

Overall director attendance at meetings of the Board and its Committees was 99% during fiscal 2018. Each individual director attended at least 75% of all meetings of the Board and all Committees on which they serve during fiscal 2018. Board members are expected to attend annual meetings of shareholders. All of the members of our Board attended the 2018 annual meeting of shareholders.

Code of Ethics

In addition to the Corporate Governance Guidelines, the Board of Directors has adopted the following other codes, guidelines, and policies:

These documents, along with the Corporate Governance Guidelines, serve as the foundation for the Company’s system of corporate governance. They provide guidance for maintaining ethical behavior, require that directors and employees comply with applicable laws and regulations, prohibit conflicts of interest, and provide mechanisms for reporting violations of the Company’s policies and procedures.

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In the event the Company makes any amendment to, or grants any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, the Company will disclose such amendment or waiver and the reasons therefore on its website at www.jacobs.com.

Stock Ownership Guidelines

In an effort to more closely align the Company’snon-management directors’ financial interests with those of our shareholders, the Board of Directors has established stock ownership guidelines fornon-management directors. Under these guidelines, the Company’snon-management directors are expected to own equity in the Company (including common stock, restricted stock or restricted stock units) valued at a minimum of five times their annual cash retainer.Non-management directors are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. As of the end of fiscal 2018, allnon-management directors exceeded these guidelines or were within the five-year period from their appointment date, at the time of which they are expected to meet the guidelines.

Similarly, the Company has established stock ownership guidelines for senior management. Under these guidelines, the Company’s senior management is expected to own equity in the Company (including common stock, restricted stock or restricted stock units, but excluding unvested performance share units or unexcised options) within3-5 years of entering their respective positions valued as follows:

Members of senior management are not required to purchase shares of common stock to reach the applicable threshold, but are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. This restriction does not apply to the withholding of shares to satisfy tax withholding requirements. As of the end of fiscal 2018, all named executive officers (or NEOs) exceeded their respective guidelines.

Contacting the Board of Directors

Generally — All communications required by law or regulation to be relayed to the Board of Directors are relayed immediatelypromptly after receipt.receipt by the Company. Any communications received by management from shareholders which have not also been sent directly to the Board of Directors will be processed as follows: (1) if the shareholder specifically requests that the communication be sent to the Board, the communication will then be promptly relayed to the Board of Directors; and (2) if the shareholder does not request that the communication be sent to the Board of Directors, then management will promptly relay to the Board all communications that the management of the Company, using its best business judgment, determines should be relayed to the Board.

Contacting the Full Board of Directors — Any shareholder, employee or interested party who desires to communicate with the Board of Directors may do so by writing to The Board of Directors, c/o Corporate Secretary, Jacobs Engineering Group Inc., 155 North Lake Avenue, Pasadena, California, 91101,1999 Bryan Street, Suite 1200, Dallas, Texas, 75201, in an envelope marked confidential.

ContactingContacting Non-Management Directors — Any shareholder, employee or interested party who desires to communicate with the Company’snon-management directors may do so as follows:

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By sending an email to LeadIndependent.Director@Jacobs.com.

$2,000 special fee beginning with the fifth special committee meeting. During fiscal 2018, the Company did not pay any special fees under this new policy, as the Board and all committees except the Audit Committee held fewer than nine meetings.

Director Compensation During Fiscal 2018

Cash Retainers. The Company paidnon-management directors a cash retainer of $110,000 per year through the first fiscal quarter of 2018 and $115,000 per year thereafter. In addition, the Lead Independent Director receives an additional cash retainer of $100,000 per year, and the Chair of each Committee receives an additional cash retainer of $20,000 per year.

Equity. For fiscal 2018, the Board set the annual equity value to be awarded tonon-management directors at approximately $150,000 and, accordingly, granted eachnon-management director an award of 2,162 restricted stock units (“RSUs”) on January 18, 2018. Such grants were made pursuant to the Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as amended and restated (the “1999 Outside Director Plan”). Each RSU grant vests upon the earlier of (i) the next annual shareholder meeting or (ii) theone-year anniversary of the grant date. If the Company pays a cash dividend on its outstanding common stock, RSUs will be credited with cash dividend equivalent rights (“Dividend Equivalents”) which are paid to such director upon the vesting of the RSU and distribution of the underlying share of common stock as described below in the section entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Payment of Dividends and Dividend Equivalent Rights”. Each director also receives cash dividends with respect to each outstanding restricted stock award (“RSA”) as and when paid to shareholders of common stock. Additionally,non-management directors are eligible to participate in the Jacobs Director Deferral Plan, pursuant to which each director may defer all or a portion of such director’s cash retainer or RSUs.

The table below sets forth the compensation earned by each of the Company’snon-management directors during fiscal 2018.