Tetra Tech Inc DEF 14A, filed Jan 18, 2024

About this DEF 14A

Tetra Tech Inc (TTEK)

DEF 14A 2024-01-18 For: 2024-02-29

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Added on June 12, 2026

Description of Policy

Board Composition

•

Reasonable Size. Our Board shall be between five and 10 directors.

•

No Overboarded Directors. Our directors sit on three or fewer boards of other public companies.

•

Mandatory Retirement. Our Board has fixed the retirement age for directors at 75.

•

Tenure Limit. Our Board has set the maximum tenure for non-employee directors at 12 years, except that the maximum tenure is 15 years for directors whose service began prior to 2014.

Director Independence

•

Majority Independent. A majority of our directors satisfy Nasdaq independence standards.

•

Regular Executive Sessions. Our independent directors meet in executive session following each regular meeting of the Board, each meeting of the Audit Committee, and certain other committee meetings.

Board Leadership Structure

•

Robust Presiding Director Role. Since our CEO is also Chairman, our independent directors select one of themselves to serve on a rotating basis as Presiding Director, with established roles and responsibilities. See the Board Leadership Structure section following this table on page 17 for further details.

•

Annual Review. The Board annually appoints a Chair and determines whether the positions of Chair and CEO will be held by one individual or separated.

Tetra Tech Inc filed this DEF 14A on January 18, 2024.

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	Date			Thursday, February 29, 2024
	Time			10:00 a.m. Pacific Time
	Place			Westin Pasadena 191 North Los Robles Avenue Pasadena, California 91101
	Record Date			January 2, 2024

Proposal		Board Recommendation
Item 1	To elect the seven directors nominated by our Board to serve a one-year term until the 2025 Annual Meeting of Stockholders (2025 Annual Meeting), and until their respective successors are duly elected and qualified or until his or her resignation or removal	FOR
Item 2	To approve, on an advisory basis, our named executive officers’ compensation	FOR
Item 3	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024	FOR
To transact such other matters that may properly come before the 2024 Annual Meeting or any postponement or adjournment thereof


Internet	Telephone	Mail	In Person
Follow the instructions provided in the Notice, separate proxy card, or voting instruction form you received.	Follow the instructions provided in the separate proxy card or voting instruction form you received.	Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.	You can vote in person at the 2024 Annual Meeting. Beneficial holders must contact their broker or other nominee if they wish to vote in person.

	Special Note Regarding Forward-Looking Statements					1
	Proxy Summary					2
	Tetra Tech					2
	Items Being Voted on at the Annual Meeting					2
	Fiscal Year 2023 Performance Highlights					3
	Corporate Governance Highlights					3
	2024 Director Nominees					4
	Executive Compensation Highlights					6
	Ratification of Appointment of PricewaterhouseCoopers LLP					8
	Corporate Governance, Sustainability, and Social Responsibility					9
	Corporate Governance					9
	Corporate Sustainability					10
	Billion People Challenge Baseline and Goals					10
	Operational GHG Results and Goals					11
	Corporate Social Responsibility					11
	Human Capital Management					12
	Health and Safety					12
	Health and Safety Results and Goals					12
	Diversity, Equity & Inclusion					13
	Professional Development					14
	Our Board of Directors					16
	Board Composition					16
	Board Meetings and Attendance					16
	Corporate Governance Policies					16
	Director Independence					17
	Board Leadership Structure					17
	Board Committees					18
	Executive Sessions					20
	Oversight of Risk Management					21
	Succession Planning					22
	Director, Board, and Committee Evaluations					22
	Selection of Director Nominees					23
	Stockholder Submission of Director					23
	Director Qualifications					24
	Board Refreshment					25
	Director Diversity					26
	Active Stockholder Engagement and Communication Policy					26
	Item 1: Election of Directors					27
	Vote Required					27
	Recommendation of Board of Directors					27
	2024 Director Nominees					27
	Director Compensation					31
	Item 2: Advisory Vote to Approve Our Named Executive Officers’ Compensation					34
	Vote Required					34
	Recommendation of Board of Directors					34
	Meaning of Advisory Vote					34
	Compensation Discussion and Analysis					35
	Strong Compensation Governance Practices					37
	2023 Say on Pay Vote and Executive Compensation Program					38
	Pay Philosophy and Executive Compensation Components					39
	Summary of Compensation Decisions for FY 2023					41

	Assessment of Pay for Performance					42
	Discussion of Compensation Components and Decisions Impacting FY 2023 Compensation					42
	Other Benefits					51
	Termination and Change in Control					51
	Compensation Setting Process and Tools					51
	Independent Oversight and Expertise					52
	Advisor Independence					52
	Stock Ownership Guidelines					53
	Clawback Policy					53
	Insider Trading, Anti Hedging, and Anti Pledging Policy					53
	Tax Implications of Executive Compensation					54
	Pay versus Performance Disclosure					54
	Compensation Committee Report					58
	Compensation Committee Interlocks and Insider Participation					58
	Executive Compensation Tables					59
	Summary Compensation Table					59
	Grants of Plan Based Awards—FY 2023					61
	Outstanding Equity Awards at FYE 2023					62
	Options Exercised and Stock Vested—FY 2023					63
	Nonqualified Deferred Compensation—FY 2023					64
	Potential Payments upon Termination or Change in Control					64
	Equity Compensation Plan Information					69
	Pay Ratio Disclosure					70
	Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm					71
	Vote Required					71
	Recommendation of Board of Directors					71
	Auditor Independence					71
	Auditor Fees					72
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services					72
	Audit Committee Report					73
	Security Ownership Information					74
	Security Ownership of Management and Significant Stockholders					74
	Section 16(a) Beneficial Ownership Reporting Compliance					75
	Related Person Transactions					75
	Meeting and Voting Information					76
	Delivery of Annual Report on Form 10-K					76
	Delivery of Proxy Materials					76
	Householding					76
	Shares Entitled to Vote					76
	Voting Your Shares					77
	Revoking Your Proxy or Changing Your Vote					77
	Quorum and Votes Required					78
	Vote Results					78
	Proxy Solicitation					78
	Electronic Access to Proxy Materials and Annual Report					78
	Annual Meeting Procedures					79
	Submission of Stockholder Items for 2025 Annual Meeting					79
	Other Matters					80

Item	Board Recommendation	Vote Required	Discretionary Broker Voting
Item 1. Election of directors	FOR each nominee	Majority of votes cast	No
Item 2. Advisory vote to approve named executive officers’ compensation	FOR	Majority of shares represented and entitled to vote on the item	No
Item 3. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2024	FOR	Majority of shares represented and entitled to vote on the item	Yes

	$	vs. FY 2022
Revenue	$4,523	+29%
Cash from Operations	$368	+10%
EPS	$5.10	+5%
Backlog	$4,790	+28%

	Stockholder Rights				Board Structure				Executive Compensation
	• Annual Election of Directors • Single Class of Voting Stock • Majority Voting for Director Elections • Mandatory Director Resignation Policy • No Poison Pill • Stockholder Calls for Special Meetings • Stockholder Action by Written Consent • Majority Voting for Charter Amendments • Proxy Access				• ~90% Independent Directors • Director Diversity with 50% Female Representation • Robust Presiding Director Role • Term Limits and Mandatory Retirement • Board Refreshment • Annual Evaluations • Executive Sessions at Board and Committee Meetings • Access to Management and Experts • Succession Planning for CEO and Leadership				• At-Risk, Performance-Based Compensation • Environmental, Social, and Governance (ESG) Factors • Annual Say-On-Pay Vote • Executive and Director Stock Ownership Guidelines • Compensation Committee of All Independent Directors • Independent Compensation Consultant to the Committee • Best Practices

What We Do
	Focus on pay for performance: In FY 2023, 87% of our Chief Executive Officer’s (CEO’s) target total direct compensation (TDC) and an average of 71% of our other named executive officers’ (NEOs’) target TDC was at-risk; and 60% of our CEO’s target TDC and an average of 52% of our other NEOs’ target TDC was tied to Company performance	Review the Compensation Committee’s charter, and evaluate the Compensation Committee’s performance
	Emphasize long-term performance: In FY 2023, 67% of our CEO’s target TDC and an average of 48% of our other NEOs’ target TDC was equity based and, thereby, tied to creating stockholder value	Use an independent compensation consultant retained directly by the Compensation Committee
	Require double trigger for change in control equity vesting and cash severance benefits	Assess potential risks relating to our compensation policies and practices
	Maintain stock ownership guidelines for both executives and the Board of Directors	Maintain a clawback policy

What We Do Not Do
	Have employment agreements with our NEOs	Grant stock options with an exercise price less than the fair market value on the date of grant
	Provide excise tax gross up payments in connection with change in control severance benefits	Reprice or exchange stock options
	Provide gross ups to cover tax liabilities associated with executive perquisites	Promise multiyear guarantees for bonus payouts or salary increases
	Permit directors, officers, or employees to hedge or pledge Company stock	Pay dividends or dividend equivalents on equity awards unless and until the awards vest

	Our Mission: To be the premier worldwide high-end consulting and engineering firm, focusing on water, environment, and sustainable infrastructure.
	Core Principles Our core principles form the underpinning of how we work together to serve our clients. • Service: Tetra Tech puts our clients first. We listen to better understand our clients’ needs and deliver smart, cost-effective solutions that meet those needs. • Value: Tetra Tech takes on our clients’ problems as if they were our own. We develop and implement innovative solutions that are cost effective, efficient, and practical. • Excellence: Tetra Tech brings superior technical capability, disciplined project management, and excellence in safety and quality to all our work. • Opportunity: Our people are our number one asset. Our workforce is diverse and includes leading experts in our fields. Our entrepreneurial nature and commitment to success provide challenges and opportunities for all our employees.			Purpose Tetra Tech will enhance the quality of life while creating value for customers, employees, investors, and partners.

	Presiding Director Roles and Responsibilities
	• Schedule meetings of the independent directors • Chair separate, executive session meetings of the independent directors • Serve as principal liaison between independent directors and Chairman/CEO • Communicate with Chairman/CEO and disseminate information to remaining directors as appropriate • Provide leadership to the Board of Directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict with the Company • Be available, as appropriate, for consultation and direct communication with major stockholders • Oversee, with the NCG Committee, the annual self-evaluation of the Board

	Audit Committee
	Meetings in FY 2023: 4			Average Attendance in FY 2023: 100%
	Chair Gary R. Birkenbeuel Members Kimberly E. Ritrievi Kirsten M. Volpi All members satisfy the audit committee experience and independence standards required by Nasdaq and have been determined to be financially literate. Each member of the Audit Committee has been determined to be an “audit committee financial expert” under applicable SEC regulations.			Responsibilities • Review our significant accounting principles, policies, and practices in accounting for and reporting our financial results under generally accepted U.S. accounting principles • Review our annual audited financial statements and related disclosures • Review management letters or internal control reports and review our internal controls over financial reporting • Review the effectiveness of the independent audit effort • Appoint, retain, and oversee the work of the independent accountants • Pre-approve audit and permissible non audit services provided by the independent registered public accounting firm • Review our interim financial results for each of the first three fiscal quarters • Review management’s analysis of significant accounting issues, changes, estimates, judgments or unusual items relating to financial statements and critical accounting policies • Be directly responsible for our internal Management Audit Department, approve its audit plan, and review its reports • Review and discuss financial, liquidity, tax and treasury, litigation, and Sarbanes Oxley Act of 2002 compliance matters in accordance with our enterprise risk management (ERM) responsibility matrix • Review and oversee related party transactions • With the Compensation Committee, approve the compensation of our CFO • Review and establish procedures for receipt, retention, and treatment of complaints regarding accounting, internal controls, auditing, employee, and other matters • Prepare the annual Audit Committee Report to be included in the proxy statement • Meet at least quarterly with the independent accountants, and if necessary, the CFO or a member of the Management Audit Department

	Nominating and Corporate Governance Committee
	Meetings in FY 2023: 3			Average Attendance in FY 2023: 100%
	Chair Joanne M. Maguire Members Gary R. Birkenbeuel Prashant Gandhi J. Kenneth Thompson All members satisfy the independence standards required by Nasdaq.			Responsibilities • Develop criteria for nominating and appointing directors, including board size and composition; corporate governance policies; and individual director expertise, attributes, and skills • Recommend to the Board the individuals to be nominated as directors • Recommend to the Board the directors to be selected for service on the Board committees • Develop, annually assess, and make recommendations to the Board concerning appropriate corporate governance policies • Oversee an annual review of the performance of the Board and each committee and report the results thereof to the Board • Review annually the adequacy of the committee charters and recommend to the Board proposed changes • Make recommendations to the Board on changes in the compensation of nonemployee directors • Review the succession plans relating to the positions held by executive officers and directors • Review our Corporate Code of Conduct and anti-fraud policies in accordance with our ERM responsibility matrix; and consider any conflict-of-interest issues between the Company, its directors or executive officers • Consider any conflict of interest issues between the Board or executive officers and the Company

Qualification	Description	Value to Our Board and Stockholders
Senior Leadership Experience	Service in a senior executive position	Provides us with valuable external perspectives with which to assess our operations, execute our strategies, mitigate related risks, and improve our policies and procedures.
Industry and Technical Expertise	Experience in consulting and engineering and related services	Allows us to better understand the needs of our clients in developing our business strategies as well as to evaluate acquisition and divestiture opportunities.
Government Client Regulatory Experience	Service in a position that requires interaction with government clients	Provides us with experience and insight into working constructively with government agencies and administrators and addressing significant public policy and regulatory compliance issues in areas related to our business and operations.
Business Development and M&A Experience	Background in business development and in the analysis of proposed M&A transactions	Provides us with insight into developing and implementing strategies for growing our business through combinations with other organizations, including analyses of the “fit” of a proposed acquisition with our Company’s strategy, the valuation of the transaction, and the management plan for integration with existing operations.
Financial Sophistication	Understanding of accounting, auditing, tax, banking, insurance, or investments	Helps us oversee our accounting, financial reporting, and internal control processes; manage our capital structure; optimize capital allocation; and undertake significant transactions.
Public Board Experience	Prior or concurrent service on other SEC reporting company boards	Demonstrates understanding of the extensive and complex oversight responsibilities of directors and helps reinforce management accountability for maximizing long-term stockholder value. Also provides insights into a variety of strategic planning, compensation, finance, and governance practices.
Innovation / Technology Experience	Domain expertise and skill, technology/innovation, and practical experience with tech transformation and disruption	Allows us to better understand and anticipate technical trends, generate disruptive innovation, and extend and create new business models.
International Operations Experience	Experience with global companies, especially those with operations in Australia, Canada and Europe	Provides us with insight into the conduct of global operations, including an understanding of diverse business environments and economic conditions and cultures and a broad perspective on global business opportunities.
Risk Oversight Experience	Practical experience in risk governance, ERM framework, and knowledge/understanding of risk monitoring and mitigation	Helps us understand ERM program structures as well as practices and policies designed to identify and manage risks and to properly align risk taking with overall governance and operations.
Talent Management / Compensation Experience	Practical experience developing, managing, motivating, and compensating employees	Provides us with insight into cultivating an inclusive culture consistent with our values and purpose, providing an engaging work environment, attracting top talent, investing in our employees, supporting their career development, and remaining competitive in the marketplace.

Dan L. Batrack		Chairman and CEO	Director since 2005
		Experience • CEO and director since 2005; Chairman since 2008; President from 2008 to 2019 • Joined Tetra Tech in 1980 and has served in numerous capacities, including arctic research scientist, deepwater oceanographic hydrographer, coastal hydrodynamic modeler, environmental data analyst, project and program manager, and President of the Engineering Division, and, in 2004, was appointed Chief Operating Officer • Established the firm’s strategic direction and focus on Leading with Science® to become the premier global consulting firm focused on water, environment, and sustainable infrastructure • Led research and engineering programs in locations in the Arctic and throughout South America, the Middle East, and the United States • Serves as corporate sponsor for several of our clients’ programs and remains engaged in our day-to-day operations
Age	65
		Skills and Qualifications Senior leadership; industry and technical experience; government client regulatory experience; business development and M&A; financial sophistication; innovation/technology; international operations; risk oversight; talent management/compensation. • BA, Business Administration, University of Washington

Gary R. Birkenbeuel		Independent	Director since 2018
		Experience • Retired after 37 years with Ernst & Young LLP (E&Y) • Former Regional Assurance Managing Partner, E&Y, 2003-2017 • Served as the audit partner in charge of multinational publicly and privately held companies engaged in the aerospace and defense, entertainment, technology, and media industries Skills and Qualifications Senior leadership; financial sophistication; audit committee financial expert; certified public accountant; risk oversight; talent management/compensation. • Visiting Professor, Claremont McKenna College • Director and chairman of the investment and audit committees, American Film Institute • BA, Economics, Claremont McKenna College
Age	66
Current Committees:	Chair, Audit; Member, NCG

Prashant Gandhi		Independent	Director since 2022
		Experience • Chief Business Officer of Melio Payments since 2021 • Head of Digital Payments, JP Morgan Chase, 2017-2021 • Partner and Global Chief Operating Officer, Digital Practice, McKinsey & Company, 2000-2016 Skills and Qualifications Senior leadership; business development and M&A; financial sophistication; innovation/technology; international operations; risk oversight; talent management/compensation. • Advisory Board member, University of Minnesota’s School of Information & Decision Sciences • BS, Chemical Engineering, Indian Institute of Technology Delhi • MS, Chemical Engineering, Kansas State University • MBA, University of Chicago’s Booth School of Business
Age	52
Current Committees:	Member, NCG; Member, SPER

	Strategic Planning and Enterprise Risk Committee
	Meetings in FY 2023: 3			Average Attendance in FY 2023: 100%
	Chair Kimberly E. Ritrievi Members Prashant Gandhi Christiana Obiaya All members satisfy the independence standards required by Nasdaq.			Responsibilities • Oversee our strategic planning process • Provide oversight of the development of our three-year strategic plan by the management team • Review and recommend to the Board certain strategic decisions regarding our exit from existing lines of business, entry into new lines of business, acquisitions, joint ventures, investments in or dispositions of businesses, and review and approval of our capital allocation strategy • Review, as requested by management, our bid and proposal strategy for high risk contracts • Oversee our ERM policies and procedures and work with our Corporate Risk Management Officer on ERM reports to the Board • Oversee our ESG policies, procedures, and reporting, including climate matters and climate-related risks • Review and discuss with the Company’s Chief Information Officer material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems and the Company’s processes for assessing, identifying, and managing such risks, as well as the Company’s internal controls and disclosure controls and procedures relating to cybersecurity incidents

	Compensation Committee
	Meetings in FY 2023: 4			Average Attendance in FY 2023: 100%
	Chair J. Kenneth Thompson Members Joanne M. Maguire Christiana Obiaya Kirsten M. Volpi All members satisfy the independence standards required by Nasdaq. All members qualify as “nonemployee directors” under Rule 16b-3 of the Exchange Act.			Responsibilities • Review and approve the annual base salaries and annual incentive opportunities of the CEO and other executive officers, including an evaluation of the performance of the executive officers in light of our performance goals and objectives • Review and approve all other incentive awards and opportunities, any employment agreements and severance arrangements, any change in control agreements, and any special or supplemental compensation and benefits as they affect the executive officers • Review and discuss comments provided by stockholders and proxy advisory firms regarding our executive compensation • Monitor compliance with requirements under the Sarbanes Oxley Act of 2002 relating to loans to director and executive officers, and with all other applicable laws affecting employee compensation and benefits • Oversee our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters • Review director and executive officer stock ownership under our stock ownership guidelines • Review and discuss incentives and rewards in accordance with our ERM responsibility matrix • Make recommendations to the Board with respect to incentive-based compensation plans, equity-based plans, and executive benefits • Review and approve all grants of equity awards • Review and discuss the annual Compensation Discussion and Analysis and Compensation Committee Report to be included in the proxy statement • Select, retain and work with the independent compensation consultant

Joanne M. Maguire		Independent, Presiding Director	Director since 2016
		Experience • Presiding Director, since February 2023 • EVP of Lockheed Martin Space, 2006-2013 • Joined Lockheed Martin Corporation in 2003 • Formerly with TRW’s Space & Electronics sector (now part of Northrop Grumman), range of progressively responsible positions from engineering analyst to Vice President and Deputy to the sector’s CEO Skills and Qualifications Senior leadership; government client regulatory experience; industry and technical expertise; financial sophistication; risk oversight; corporate governance; public board; innovation/technology; talent management/ compensation. • Chair, Nominating and Corporate Governance Committee, CommScope • Chair, Technology Committee, Member, Compensation Committee Visteon Corporation • Elected to the National Academy of Engineering in 2011 • BS, Engineering, Michigan State University • MS, Engineering, University of California, Los Angeles
Age	69
Current Committees:	Chair, NCG, Member, Compensation
Other Current Public Boards:	CommScope, Inc., Visteon Corporation

Christiana Obiaya		Independent	Director since 2023
		Experience • CEO and Director of Heliogen since February 2023; CFO 2021-2023; head of Executive Committee • CFO and Head of Strategy for Bechtel Energy, 2017-2021; leadership roles at Bechtel in finance; strategy; and project development, investment, and execution, 2010-2017 • Prior to Bechtel, worked on renewable energy projects in Kenya and India, 2008-2009; engineer at a multinational consumer goods company, 2004-2008 Skills and Qualifications Senior leadership; industry and technical expertise; government client regulatory; business development and M&A; financial sophistication; public board; innovation/technology; international operations; risk oversight; talent management/ compensation. • BS, Chemical Engineering, Massachusetts Institute of Technology (MIT) • MBA, MIT Sloan School of Management
Age	41
Current Committees:	Member, Compensation; Member, SPER
Other Current Public Boards:	Heliogen, Inc.

Kimberly E. Ritrievi		Independent	Director since 2013
		Experience • President of The Ritrievi Group LLC, since 2005 • Advisor to technology and chemical companies on financial strategies, 2005-2018; private investor 2018-present • Codirector, Americas Investment Research, Goldman, Sachs & Co., 2001-2004; Specialty Chemical Analyst, Goldman, Sachs & Co., Credit Suisse First Boston, Lehman Brothers, and Paine Webber Skills and Qualifications Senior leadership; business development and M&A; industry and technical expertise; financial sophistication; audit committee financial expert; international operations; public board; innovation/technology; risk oversight; talent management. Designated ESG expert. • Princeton University School of Engineering and Applied Science Leadership Council; Massachusetts Institute of Technology (MIT) Sandbox Funding Board; Wellesley Centers for Women Council of Advisors • Chair, Audit Committee, Mativ Holding, Inc. • Advisory Director, Intrinio • BS, Chemical Engineering, Princeton University • MS, Management, MIT Sloan School of Management • ScD, Chemical Engineering, MIT
Age	65
Current Committees:	Member, Audit; Chair, SPER
Other Current Public Boards:	Mativ Holdings, Inc.

Kirsten M. Volpi		Independent	Director since 2013
		Experience • EVP, COO, and CFO, Colorado School of Mines, since 2013; Senior Vice President for Finance and Administration, CFO, and Treasurer, 2005-2011 • Chief Administrative Officer, U.S. Olympic Committee, 2011-2013 • Various financial management roles for Rensselaer Polytechnic Institute, University of Colorado Foundation, and American Water Works Association kills and Qualifications Senior leadership; financial sophistication; audit committee financial expert; certified public accountant; international operations; risk oversight; talent management/compensation. • BS, Accounting, University of Colorado
Age	59
Current Committees:	Member, Audit; Member, Compensation

	Annual Nonemployee Director Cash Compensation
	Cash retainer				$100,000
	Additional cash retainer for Presiding Director				$35,000
	Additional cash retainer for Audit Committee Chair				$20,000
	Additional cash retainer for Compensation Committee Chair				$15,000
	Additional cash retainer for NCG Committee Chair				$15,000
	Additional cash retainer for SPER Committee Chair				$15,000
	Additional cash retainer for Audit Committee and Compensation Committee membership				$5,000
	Additional fee per in-person or telephonic Board or committee meetings in excess of eight				$2,000

Type of Award	Shares Underlying Award (#)	Description
Performance Stock Units (PSUs)	570	Represents target shares underlying the award. PSUs have a three-year performance period with cliff vesting on the applicable vesting date and with the same terms as the PSUs awarded to our executive officers, subject to the achievement of the applicable performance goals. PSUs vest immediately upon change in control or upon departure from the Board after serving 10 years or more, having served the full term for which the director was elected, and subject to achievement of the applicable performance criteria. Upon the director’s departure having served less than 10 years or upon death or disability, PSUs vest on a pro rata basis on the scheduled vesting date and subject to achievement of the applicable performance criteria. For additional information concerning PSU vesting, refer to the Compensation Discussion and Analysis section on page 37 of this proxy statement.
Restricted Stock Units (RSUs)	380	Vested on November 18, 2023, if the director had not ceased to be a director prior to that date. RSUs vest immediately upon change in control or upon departure from the Board after serving 10 years or more and having served the full term for which the director was elected. Upon the director’s departure having served less than 10 years, RSUs vest on a pro rata basis. Upon the director’s death or disability, unvested RSUs are forfeited.

Name1	Fees Earned or Paid in Cash ($)	Option Awards ($)2	Stock Awards ($)3	Total ($)
Gary R. Birkenbeuel	120,000	0	171,350	291,350
Prashant Gandhi	100,000	0	171,350	271,350
Joanne M. Maguire	155,000	0	171,350	326,350
Christiana Obiaya	105,000	0	149,350	254,350
Kimberly E. Ritrievi	120,000	0	171,350	291,350
J. Kenneth Thompson	115,000	0	171,350	286,350
Kirsten M. Volpi	110,000	0	171,350	281,350

Name	Stock Options Outstanding (#)	Unvested PSUs Outstanding (#)	Unvested RSUs Outstanding (#)
Mr. Birkenbeuel	243	1,663	380
Mr. Gandhi	0	1,105	380
Ms. Maguire	16,400	1,633	380
Ms. Obiaya	0	506	337
Dr. Ritrievi	0	1,663	380
Mr. Thompson	8,400	1,663	380
Ms. Volpi	6,200	1,663	380

Name	Title	Years in Position at FYE 20231	Years at Tetra Tech at FYE 2023
Dan L. Batrack	Chairman, CEO	18	43
Steven M. Burdick	EVP, CFO	12	20
Leslie L. Shoemaker	EVP, Chief Sustainability and Leadership Development Officer	1	32
Preston Hopson	SVP, General Counsel, and Secretary	6	6
Roger R. Argus	SVP and President, Government Services Group (GSG)	6	30

	Policy or Best Practice				Description and Benefit to Our Stockholders
	Majority of Compensation Performance-Based				For FY 2023, 87% of our CEO’s target total direct compensation (TDC) (base salary + annual cash incentive opportunity + long-term equity incentive opportunity) and an average of 71% of our NEOs’ target TDC was at-risk (all compensation components other than base salary). Further, 60% of our CEO’s target TDC and an average of 52% of our other NEOs’ target TDC was performance-based (AIP award and PSUs).
	Median Targeting				TDC and the components thereof are targeted to be within a competitive range of the median of companies similar in size, scope, and complexity, with variability based on various consideration such as responsibilities, individual performance, tenure, retention, succession, and market factors. Pay decisions are not formulaic.
	Capped Annual Incentive				Annual cash incentive compensation is based primarily on our achievement of performance objectives in the categories of revenue, operating income, cash flow from operating activities, and backlog, with consideration for individual performance, with awards ranging from 0% to a cap of 200% of target.
	Majority Long-Term Equity Incentive Compensation				The majority of our equity-based incentive awards emphasize our long-term performance, with PSUs cliff vesting at the end of three years, subject to achievement of the applicable performance goals. Equity compensation aligns NEO interests with stockholder interests by delivering compensation dependent on our long-term performance and stockholder value creation.
	Rigorous Goal Setting Process				Annual review and approval are completed by the Compensation Committee of the performance goals for the Company (Corporate) and for our business groups. The performance factor used to determine AIP awards is increased or decreased based upon the growth level of the targets from the prior fiscal year.
	No Employment Agreements				Our NEOs are employed at will, and they have no special severance benefits in the absence of a change in control.
	Stock Ownership Guidelines				Our NEOs are required to obtain and maintain shares having a value equal to at least 2x to 6x base salary (based on position). All our NEOs are in compliance with our stock ownership guidelines.
	No Hedging or Pledging				Our insider trading policy prohibits our directors and officers from hedging or pledging our common stock, and all our NEOs are in compliance with that policy.
	Clawback Policy				Our clawback policy provides that in the event we are required to prepare an accounting restatement, we will recover, in accordance with the terms of the policy, compensation received after its effective date by any current or former executive officer that is based wholly or in part upon the attainment of a financial reporting measure.
	No Excise Tax Gross Ups				We do not provide excise tax gross up payments in connection with a change in control.
	Double Trigger Equity Vesting				No equity awards will be accelerated in connection with a change in control unless the NEO’s employment is terminated without cause or the NEO terminates employment for good reason within two years thereof.
	No Repricing/Exchange of Underwater Stock Options				Our Equity Incentive Plan prohibits the repricing/exchange of underwater options without stockholder approval.
	Limited Perquisites				Our NEOs receive limited capped reimbursements for vehicle use, financial planning, tax planning, memberships, and annual physical examinations. These reimbursements are not subject to any tax gross up.
	Independent Oversight				The Compensation Committee is comprised solely of independent directors.
	Independent Expert Advice				Meridian, which has been determined by the Compensation Committee to be independent and free of conflicts of interest, provides the Committee with expert executive compensation advice. Meridian has served as the independent advisor since January 2016.

Component	Purpose	Decisions Impacting FY 2023 Executive Compensation
Fixed
Base Salary	Provides fixed, market- competitive monthly income for performing daily responsibilities	• The Committee increased the CEO’s base salary by 2.1% in FY 2023 to reflect prior year performance, tenure, and overall market competitive base pay • The Committee adjusted NEO base salaries to reflect prior year performance or position their salaries at or around the market median, with increases ranging from approximately 0% to 7%
Performance-Based Cash
AIP Award	Provides variable, cash-based incentive to motivate our executives annually to grow revenue, increase profitability, deliver strong cash flow, and replenish backlog consistent with our AOP financial objectives	• Target bonus opportunity, as a percentage of base salary, was 150% for the CEO, 80% for EVPs, and 75% for the general counsel and the SVPs with group or division president roles, with the bonus opportunity ranging from 0% to a maximum of 200% of each executive’s target bonus opportunity • The corporate and business group performance factor has a range of 0 to 2.0, with a target of 1.0 based on achievement of four AOP targets (revenue, operating income, cash flow, and backlog) • The Committee may make limited adjustments to AIP payments based on individual performance and contributions • Minimum (threshold), target, and maximum performance criteria and payouts were established for each metric, with payout at 0% of target below threshold performance, 50% of target at threshold, 100% of target at target, and 200% of target at maximum
Long-Term Incentives
PSUs RSUs	Provide variable equity-based incentive compensation to enhance the alignment of our executives’ interests with stockholder interests and drive long-term value creation Provide LTI opportunity, including vehicle selections, performance criteria and weightings based on market data, our pay philosophy, and independent consultant recommendations	• For FY 2023, the value of the target LTI opportunities for the CEO and the SVPs were adjusted to target the market median while also considering internal equity, retention, and individual performance and role, among other factors • PSUs have a three-year performance period with cliff vesting, subject to achievement of the applicable performance goals; vesting is determined at 50% by EPS growth and 50% by relative TSR: ◦ EPS based vesting ranges from 0% for less than 2% average annual EPS growth to 200% for greater than or equal to average annual 16% EPS growth ◦ TSR based vesting ranges from 0% if our TSR is less than the 25th percentile of the TSR peer groups to 200% if our TSR is at the 75th or higher percentile of the TSR peer groups • RSUs have time-based vesting at the rate of 25% per year, subject to the holder’s continuous employment by us through the applicable vesting date

Name	FY 2022 Base Salary ($)	% Increase	FY 2023 Base Salary ($)
Mr. Batrack	1,175,000	2.1	1,200,000
Mr. Burdick	585,000	6.8	625,000
Dr. Shoemaker	585,000	0.0	585,000
Mr. Hopson	475,000	7.4	510,000
Mr. Argus	475,000	7.4	510,000

Name	Minimum Award (%)	Target Award (%)	Maximum Award (%)
Mr. Batrack	0	150	300
Mr. Burdick	0	80	160
Dr. Shoemaker	0	80	160
Mr. Hopson	0	75	150
Mr. Argus	0	75	150

Objective	Actual FY 2022	Actual FY 2023	Target FY 2023	Actual FY 2023 as a % of Target FY 2023	Preliminary CPF (0-2.0)	Growth % / Growth Factor	Weight	Final CPF (0-2.0)
Revenue	3,504,048	4,522,550	3,858,000	117.23	2.000	10/1.1	0.2	2.000
Operating Income	340,446	419,921	380,000	110.51	1.420	12/1.1	0.4	1.562
Cash Flow	336,188	405,421	353,000	114.85	1.594	5/1.0	0.2	1.594
Backlog	3,744,133	4,790,442	4,126,000	116.10	2.00	10/1.1	0.2	2.000
CPF					1.687			1.744

Objective	Actual FY 2022	Actual FY 20231	Target FY 2023	Actual FY 2023 as a % of Target FY 2023	Preliminary CPF (0-2.0)	Growth % / Growth Factor	Weight	Final CPF (0-2.0)
Revenue	1,820,868	2,108,219	1,882,147	112.01	1.801	3/0.9	0.2	1.621
Operating Income	198,448	234,391	193,957	120.85	1.834	-2/0.9	0.4	1.650
Cash Flow	157,265	287,552	163,000	176.41	2.000	4/0.9	0.2	1.800
Backlog	2,340,498	2,669,071	2,435,038	109.61	1.641	4/0.9	0.2	1.477
CPF					1.822			1.640