DEF 14A 1 a2230690zdef14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

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Tetra Tech, Inc.

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GRAPHIC

3475 E. Foothill Boulevard
Pasadena, California 91107
(626) 351-4664
www.tetratech.com

NOTICE OF ANNUAL
MEETING

AND

2017 PROXY STATEMENT

Thursday, March 2, 2017       10:00 a.m. (PT)

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LOGO


LETTER TO STOCKHOLDERS
FROM OUR BOARD OF DIRECTORS

January 18, 2017

Dear Fellow Stockholder:

First, we want to thank you for your investment in Tetra Tech and for trusting us to represent you and oversee your interests.

Our Board operates under the premise that we are elected by you, the stockholders, to oversee the long-term health and overall success of our Company. We are the ultimate decision-making body of the Company, except for those matters reserved to or shared with stockholders, and we play a critical role in strategic planning. We select and oversee members of senior management, who are charged by the Board with conducting the business of the Company.

We oversee and evaluate a very capable management team that is optimistic about the future of this business. Beginning in late fiscal 2014, they took thoughtful and decisive steps to reorganize and refocus the business on "leading with science," and providing high-end consulting and engineering solutions that are differentiated and of long-lasting sustainable value to clients. We believe the Company has made significant progress and remains committed to delivering long-term value for our stockholders. Management and your Board remain optimistic in our belief about the future.

One of our priorities is listening to the views of our stockholders and considering them as we make decisions in the boardroom. We accomplish this through ongoing outreach and engagement with you, the owners of this business. Through management, we engage with stockholders throughout the year on a variety of topics. Based on this engagement, we have made significant enhancements to the Company's governance and compensation programs over the last two years.

Executive Compensation

Our stockholders continue to tell us that a fundamental principle underlying any compensation program is that it should pay for performance. We agree. Meaningful dialogue with our stockholders continues to contribute to our decisions on compensation. Our Compensation Committee continued to assess the Company's compensation programs and made certain enhancements that we believe further align our business and talent strategies with the long-term interests of our stockholders.

Board Refreshment

We hear from our stockholders about the need to ensure that the Directors they elect to represent their interests are the right people to be making decisions on their behalf. The issue of Board refreshment has emerged as an important area of focus for stockholders. We believe that new perspectives and new ideas are critical to a forward-looking and strategic Board. At the same time, it is also important to benefit from the valuable experience and familiarity that longer-serving Directors bring to the boardroom.

Ensuring diverse perspectives, including a mix of skills, experience and backgrounds, is key to effectively representing the long-term interests of stockholders. Doing so is a top priority of the Board. In just the last


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few years, three new Directors have been elected. As a result, the average tenure for our Directors has been reduced and our Board's gender diversity is 30% women. Further, in November 2015, the Board determined that the role of Presiding Director would rotate to ensure independence, and the term of the Presiding Director would be limited to four years. We remain committed to ensuring your Board is composed of a highly capable and diverse group of Directors, well-equipped to oversee the success of the business and effectively represent the interests of stockholders.

Board Risk Oversight

The Board oversees the Company's risk profile and monitors the management of risks within the Company. The Strategic Planning and Enterprise Risk Committee has been tasked with coordinating the Board's risk oversight function. This Committee oversees our enterprise risk management policies and procedures, particularly in the areas of strategic, operational and compliance risk. Cybersecurity is also a critical priority for the entire Company. The Committee routinely receives information regarding the Company's information technology systems and dedicates time in its agenda for a discussion of cybersecurity and other important risk issues.

Board Accountability

As we conduct the activities of this Board, we consider accountability to you as not only a mark of good governance, but a key to the long-term success of our Company. We remain accountable to stockholders through a variety of governance practices, including:

      The annual election of all Directors;

      A majority vote bylaw in uncontested Director elections;

      An independent Presiding Director who presides over executive sessions of all independent directors;

      An annual Board evaluation process;

      The right of stockholders to call a special meeting;

      An annual advisory vote on executive compensation; and

      Proactive stockholder engagement.

Communicating with the Board

Finally, we value your input and encourage you to share your thoughts or concerns with us. We have established a process to facilitate communication by stockholders with Directors. Communications can be addressed to the Board of Directors in care of the Secretary, Tetra Tech, Inc., 3475 E. Foothill Blvd., Pasadena, CA 91107 or by email to asktheboard@tetratech.com.

As always, thank you for the trust you have placed in us.

Dan L. Batrack   Hugh M. Grant   Patrick C. Haden
J. Christopher Lewis   Joanne M. Maguire   Kimberly E. Ritrievi
Albert E. Smith   J. Kenneth Thompson   Richard H. Truly
    Kirsten M. Volpi    

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LOGO

January 18, 2017

Dear Tetra Tech Stockholders:

              You are cordially invited to attend the Annual Meeting of Stockholders of Tetra Tech, Inc., which will be held at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101, on Thursday, March 2, 2017, at 10:00 a.m. Pacific Time.

              Details of the business to be conducted at the Annual Meeting are given in the Notice of Annual Meeting of Stockholders and the proxy statement.

              We use the Internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. Internet transmission and voting are designed to be efficient, minimize cost and conserve natural resources.

              Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the Annual Meeting.

              Thank you for your continued support of Tetra Tech. We look forward to seeing you at the Annual Meeting.

    Dan L. Batrack
    Chairman and Chief Executive Officer
     
Pasadena, California    

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the Annual Meeting, you may submit your proxy and voting instructions via the Internet, by telephone or, if you receive a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope. Please refer to the section entitled "Voting Your Shares" in the Meeting and Voting Information section of this proxy statement for a description of these voting methods. If your shares are held by a bank or brokerage firm (your record holder) and you have not given your record holder instructions to do so, your broker will NOT be able to vote your shares with respect to any matter other than ratification of the appointment of the independent registered public accounting firm. We strongly encourage you to vote.


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GRAPHIC


NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

              You are cordially invited to attend our 2017 Annual Meeting of Stockholders to be held on Thursday, March 2, 2017, at 10:00 a.m. Pacific Time, at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101. At the meeting, stockholders will vote on the following items of business:

    1.
    To elect the nine directors nominated by our Board to serve a one-year term;

    2.
    To approve, on an advisory basis, our executive compensation;

    3.
    To indicate, on an advisory basis, the preferred frequency of advisory votes on our executive compensation;

    4.
    To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2017; and

    5.
    To transact any other business properly brought before the meeting or any adjournment or postponement thereof.

              The record date for determining those stockholders who will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof is January 6, 2017. Our Board recommends that stockholders vote FOR each of the director nominees nominated by our Board, FOR Item 2, FOR the option of once every year as the preferred frequency for holding advisory votes on executive compensation in Item 3, and FOR Item 4. After considering these items of business at the meeting, Dan Batrack, our Chairman and Chief Executive Officer, will review our fiscal 2016 performance and answer your questions.

              Even if you cannot attend the Annual Meeting, it is important that your shares be represented and voted. You may vote as follows:

    By Telephone
          On the Internet
          By Mail
          In Person

 

 

In the U.S. or Canada, you can vote your shares by calling 1.800.690-6903 before 11:59 p.m. Eastern Time on March 1, 2017.

 


 

 

 

 

 

You can vote your shares online at www.proxyvote.com before 11:59 p.m. Eastern Time on March 1, 2017. You will need the 12-digit control number on your Notice of Internet Availability or proxy card.

 


 

 

 

 

 

You can vote by mail by completing, dating and signing your proxy card and returning it in the postage-paid envelope provided or sending it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 


 

 

 

 

 

You can vote in person at the Annual Meeting. Beneficial holders must contact their broker or other nominee if they wish to vote in person.

 

               

              On behalf of the Board of Directors, management and employees of Tetra Tech, thank you for your continued support.

    BY ORDER OF THE BOARD OF DIRECTORS

 

 

Janis B. Salin
Senior Vice President, General Counsel and Secretary

Pasadena, California
January 18, 2017

 

 

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PROXY SUMMARY

              This section contains summary information described in greater detail in other parts of this proxy statement and does not contain all the information you should consider before voting. Stockholders are urged to read the entire proxy statement before voting.


TETRA TECH

              Tetra Tech is a leading provider of consulting and engineering services that focuses on water, environment, infrastructure, resource management, energy and international development. We are a global company that is renowned for our expertise in providing water-related services for public and private clients. Engineering News-Record, the leading trade journal for our industry, has ranked Tetra Tech as the number one water services firm for the past 13 years. In 2016, we were also ranked number one in water treatment/desalination, environmental management, dams and reservoirs, solid waste, and wind power. We were ranked among the 10 largest firms in numerous other services lines.

              Our approach is to "lead with science", which differentiates us in the marketplace, and emphasizes innovation and investment in new and emerging technologies in growing our business. Our reputation for high-end consulting and engineering expertise, and our ability to apply our skills to develop innovative solutions for our clients, has supported our growth over 50 years. Today, we are working on projects worldwide, and currently have approximately 16,000 staff, and over 400 offices.


ANNUAL MEETING INFORMATION


 

 

 

Time And Date

 

 

 

10:00 a.m. Pacific Time on Thursday, March 2, 2017

 

 

 

 

 

Place

 

 

 

Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101

 

 

 

 

 

Record Date

 

 

 

Stockholders as of the close of business on January 6, 2017

 

 

 

 

 

Attending the
Meeting

 

 

 

Please follow the instructions described under "Annual Meeting Procedures" in the Meeting and Voting Information section of this proxy statement

 

 

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ITEMS BEING VOTED ON AT ANNUAL MEETING

    Item
  Board
Recommendation


  Vote Required
  Discretionary
Broker Voting



 

 

1.

 

Election of directors

 

 

 

FOR
each nominee

 

 

 

Majority of votes cast

 

 

 

No

 

 

 

 

2.

 

Advisory vote to approve executive compensation

 

 

 

FOR

 

 

 

Majority of shares represented and entitled to vote

 

 

 

No

 

 

 

 

3.

 

Frequency of advisory votes on executive compensation

 

 

 

FOR
annual Say on Pay
votes

 

 

 

The frequency option that receives the highest number of votes cast will be considered the frequency preferred by our stockholders

 

 

 

No

 

 

 

 

4.

 

Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2017

 

 

 

FOR

 

 

 

Majority of shares represented and entitled to vote

 

 

 

Yes

 

 


FISCAL 2016 PERFORMANCE HIGHLIGHTS

              Summary.    On an overall basis, our fiscal 2016 operating results reflect a significant improvement compared to fiscal 2015, and we finished the year with record-high fourth quarter revenue and income. Our focus on providing clients with high-end consulting and engineering services, primarily in the water, environment and infrastructure markets, is resulting in increased margins and reduced risk in our business.

              Our fiscal 2016 revenue growth was generally consistent with our annual operating plan, and resulted from broad-based contract wins across our end markets. The revenue growth was led by U.S. federal government, U.S. state and local government, and U.S. commercial activities in waste management and environmental remediation, together with an increase in international work. In fiscal 2016, we completed acquisitions that had a material impact on our financial results. In January 2016, we acquired Coffey International Limited (Coffey), headquartered in Sydney, Australia, which had approximately 3,300 staff delivering technical engineering and international development services. Coffey significantly expands our geographic presence, particularly in Australia and Asia Pacific, and is part of our Resource Management and Energy (RME) business group. In the second quarter of fiscal 2016, we also acquired INDUS Corporation (INDUS), headquartered in Vienna, Virginia, which is a technology solutions firm focused on water data analytics, geospatial analysis, secure infrastructure, and software applications management for U.S. federal government customers. INDUS is included in our Water, Environment and Infrastructure (WEI) business group. Our backlog reached an all-time high in the fourth quarter of fiscal 2016. We also experienced significant progress in the wind-down of our non-core construction activities in the Remediation and Construction Management (RCM) segment.

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              Highlights of our fiscal 2016 results of ongoing operations compared to fiscal 2015 are noted below:


Results of Ongoing Operations for Fiscal 2016 vs. Fiscal 2015

GRAPHIC

Results of Ongoing Operations are non-GAAP financial measures. See Appendix A to this proxy statement for a definition of these measures.

              Strong Stock Price Performance.    Our strong annual total stockholder return (TSR) of 44% in fiscal 2016 (September 25, 2015 to September 30, 2016) contributed to our cumulative TSR of 40% for the fiscal 2014 to 2016 period (September 27, 2013 to September 30, 2016). We compare our TSR to the S&P 1000 and our TSR peer group (listed on p. 57 of this proxy statement), and outperformed both in fiscal 2016 and over the cumulative three-year period. TSR measures the return that we have provided our stockholders, including stock price appreciation and dividends paid (assuming reinvestment thereof).


One- and Three-Year TSR

GRAPHIC   GRAPHIC

              Disciplined Capital Allocation.    Effectively deploying capital is one of our core strategies, and we have been consistently disciplined in our execution of that strategy by returning cash to our stockholders through dividends and stock repurchases, while being a strategic investor with respect to acquisitions. Over the last three years, we have returned $327 million to stockholders. In November 2016, our Board announced a quarterly dividend and approved a new $200 million buyback program.

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Return of Cash to Stockholders

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CORPORATE GOVERNANCE HIGHLIGHTS

              Our corporate governance policies and practices reflect our values, and allow our Board to effectively oversee our company in the interest of creating long-term value. The key elements of our program and the related benefits to our stockholders are set forth below:


 

 

Our Practice or Policy




 

Description and Benefit to Our Stockholders



       
    STOCKHOLDER RIGHTS    
    Annual Election of Directors     Our directors are elected annually, reinforcing their accountability to our stockholders.    
   
    Single Class of Outstanding Voting Stock     We have no class of preferred stock outstanding, which means that our common stockholders together control our company with equal voting rights.    
   
    Majority Voting for Director Elections     We have a majority vote standard for uncontested director elections, which increases Board accountability to stockholders.    
   
    Mandatory Director Resignation Policy     Incumbent directors who receive more "AGAINST" votes than "FOR" votes must tender their resignation to the Board for consideration.    
   
    No Poison Pill     We do not have a stockholder rights plan (commonly referred to as a "poison pill").    
   
    Stockholder Calls for Special Meetings     Our bylaws allow stockholders owning 20% or more of our outstanding shares to call a special meeting of stockholders.    

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    BOARD STRUCTURE    
    Governance Policies     Our Corporate Governance Policies provide stockholders with information regarding the best practice principles of our corporate governance program and Board framework.    
   
    90% Independent     All of our current directors, except our Chairman/Chief Executive Officer (CEO), are independent, ensuring that our directors oversee our company without undue influence from management.    
   
    Robust Presiding Director Role     Our Presiding Director is selected by our independent directors for a four-year term to perform clearly delineated duties, such as presiding at executive sessions of our Board and serving as the principal liaison between the independent directors and the CEO.    
   
    Committee Governance     Our Board Committees have written charters that clearly establish their respective roles and responsibilities, and are comprised exclusively of independent directors. Committee composition and charters are reviewed annually by our Board.    
   
    Mandatory Retirement     We have adopted a mandatory director retirement age of 75, which helps ensure regular refreshment of our Board.    
   
    Board Refreshment     Our Board's Nominating and Corporate Governance (NCG) Committee annually reviews our Board composition, which helps ensure we have the right balance between continuity and fresh perspectives. We added two new directors in 2013 and one new director in 2016, thereby reducing the average tenure of the Board.    
   
    Annual Performance Evaluations     Our NCG Committee oversees an annual performance evaluation of our Board, and its Committees and leadership, to ensure they continue to serve the best interests of stockholders.    
   
    Access to Management and Experts     Our Board and Committees have complete access to all levels of management and can engage advisors at our expense, giving them access to employees with direct responsibility for managing our company and experts to help them fulfill their oversight responsibilities on behalf of our stockholders.    
   
    Succession Planning     Our Board's NCG Committee and/or our full Board reviews potential CEO and other senior executive successors annually to develop our future leaders and ensure we can sustain business continuity if any of these key employees were to leave our company.    
    EXECUTIVE COMPENSATION    
    At-Risk, Performance-Based Compensation     For fiscal 2016, 82% of our CEO's target total direct compensation (TDC), and an average of 65% of our other Named Executive Officers' (NEOs') target TDC, was at-risk (all compensation components other than base salary). Further, 67% of our CEO's target TDC, and an average of 55% of our other NEOs' target TDC, was performance-based (annual incentive plan (AIP) award, options and performance share units (PSUs)).    
   
    Annual Say-on-Pay Vote     Stockholders have the opportunity annually to cast an advisory vote on our executive compensation. In Item 3 of the proxy statement, the Board is recommending that the stockholders continue to have the opportunity to cast an annual advisory vote on executive compensation.    
   
    Executive and Director Stock Ownership Guidelines     All of our directors (other than Ms. Maguire who joined the Board in November 2016) and executive officers have met our stock ownership guidelines, helping ensure the alignment of their interests with those of our stockholders.    
   
    Best Practices     Our executive compensation program reflects a number of best practices that are summarized at the end of this proxy summary and in the executive summary of the Compensation Discussion and Analysis section of our proxy statement.    

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2017 DIRECTOR NOMINEES

              Our Board has overseen the continuing transformation or our company, including our strategic decision to exit RCM at the end of fiscal 2014 and the continued focus on our high-end consulting and engineering business. Further, the Board has overseen the continuation of our capital allocation plan, which included share repurchases of $100 million and cash dividends of $20 million in fiscal 2016. Our Board members have demonstrated their commitment to diligently and effectively executing their fiduciary duties on behalf of our stockholders, and we recommend that each of the following currently serving directors be re-elected at the Annual Meeting.

 

 

Name


  Age
  Director
Since


  Principal Occupation
  Independent
  AC
  CC
  GC
  SC

 

 

Dan L. Batrack

      58       2005       Chairman and CEO, Tetra Tech, Inc.       No                                    

 

 

Hugh M. Grant

      80       2003       Retired Vice Chair & Regional Managing Partner, Ernst & Young LLP       Yes       C               M            

 

 

Patrick C. Haden

      63       1992       Special Advisor to the President, University of Southern California       Yes               M       M            

 

 

J. Christopher Lewis

      60       1988       Managing Director, Riordan, Lewis & Haden       Yes       M       M                    

 

 

Joanne M Maguire

      62       2016       Retired Executive Vice President, Lockheed Martin Space Systems Company       Yes                       C       M    

 

 

Kimberly E. Ritrievi

      58       2013       President, The Ritrievi Group LLC       Yes       M                       M    

 

 

Albert E. Smith (PD)

      67       2005       Retired Executive Vice President, Lockheed Martin       Yes                       M       C    

 

 

J. Kenneth Thompson

      65       2007       President and CEO, Pacific Star Energy, LLC       Yes               C               M    

 

 

Kirsten M. Volpi

      52       2013       EVP for Finance and Administration, COO, CFO and Treasurer, Colorado School of Mines       Yes       M       M                    

AC = Audit Committee         CC = Compensation Committee         GC = Nominating and Corporate Governance Committee
SC = Strategic Planning and Enterprise Risk Committee         M = Member         C = Chair         PD = Presiding Director

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              Director Richard H. Truly, a member of our Board since 2003, will be retiring on the date of the Annual Meeting. Admiral Truly is an independent director and member of the NCG Committee and the Strategic Planning and Enterprise Risk Committee.

GRAPHIC   GRAPHIC


EXECUTIVE COMPENSATION HIGHLIGHTS

              Our Board's Compensation Committee designs our executive compensation program to motivate our executives to execute our business strategies and deliver long-term stockholder value. We pay for performance, with compensation dependent on our achieving financial and business performance objectives that advance the interests of our stockholders.

              We value our stockholders' opinions about our governance and compensation practices, and we actively solicit input through our stockholder outreach program. Based on stockholders' feedback and on the Compensation Committee's further review of certain "best practices," the Committee made a number of changes to the executive compensation program for fiscal years 2015 and 2016, including:

      Increasing the percentage of long-term incentives that are performance-based;
      Increasing the vesting period for performance share units; and
      Eliminating the "single trigger" acceleration of new equity awards upon a change in control.

              Additional information about these and other changes is in the Compensation Discussion and Analysis section of this proxy statement. In advance of the 2017 Annual Meeting, we engaged in telephonic, email and/or in-person discussions with stockholders representing more than 50% of our outstanding shares.

              The TDC paid to our executives is comprised of the following three components:

Base salary;

Performance-based cash incentive under our AIP; and

Long-term performance-based incentives (LTIs) delivered in equity and consisting of:

50% PSUs with cliff vesting after a three-year performance period based 50% on earnings per share (EPS) growth and 50% on relative TSR,

25% stock options vesting over four years, and

25% restricted stock units (RSUs) vesting over four years.

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Fiscal 2016 Elements of Annual and Long-Term Compensation

GRAPHIC

              We structure our Named Executive Officers' (NEOs') TDC so that it results in payments that approximate the market median, giving consideration to various factors, including: responsibilities, individual performance, tenure, retention, company performance, succession planning and competitive market levels. The majority of this compensation is tied to financial, operational or stock price performance and is therefore "at risk", meaning that if we fail to achieve our financial objectives and create stockholder value, our executives may ultimately not realize some or all of the performance-based components of compensation. In fiscal 2016, 82% of our CEO's target TDC, and an average of 65% of our other NEOs' target TDC, was at-risk (all compensation components other than base salary). Further, 67% of our CEO's target TDC, and an average of 55% of our other NEOs' target TDC, was performance-based (AIP award, options and PSUs).


Fiscal 2016 Target Total Direct Compensation Mix*

GRAPHIC   GRAPHIC
*
See the Compensation Discussion and Analysis section of this proxy statement for a description of the manner in which these amounts are determined.

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Pay for Performance

              Our Compensation Committee designed the executive compensation program to reflect its philosophy that a majority of compensation should be tied to our success in meeting predetermined performance objectives, the achievement of which should positively influence our stock price. The objective is to motivate the executives to achieve these annual and long-term financial goals for the benefit of our stockholders. The following chart provides information concerning our CEO's total realized compensation, as a percentage of total realizable (reported) compensation, in each of fiscal years 2013 through 2016, together with our three-year cumulative TSR performance at the conclusion of each of those fiscal years. See the Compensation Discussion and Analysis and the Summary Compensation Table in this proxy statement for additional information.


CEO Realized Compensation and Three-Year Cumulative TSR

GRAPHIC

 
  2013
  2014
  2015
  2016  

Realized Compensation, % Total

  63%   59%   51%   69%  

Three Year Cumulative TSR

  23%   35%   –3%   40%  

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Compensation Best Practices

              As summarized below and described in further detail in the Compensation Discussion and Analysis, our executive compensation program is aligned with our goals and strategies and reflects best practices.

What We Do

Pay for performance: in fiscal 2016, 82% of our CEO's target TDC, and an average of 65% of our other NEOs' target TDC, was at-risk; and 67% of our CEO's target TDC, and an average of 55% of our other NEOs' target TDC, was tied to company performance
Emphasize long-term performance: in fiscal 2016, 61% of our CEO's target TDC, and an average of 41% of our other NEOS' target TDC, was equity-based and thereby tied to creating stockholder value
Use double-trigger change of control vesting provisions: vesting of equity following a change of control requires a qualifying termination of employment within two years
Maintain stock ownership guidelines for both executives and the Board of Directors
Maintain clawback policy
Use an independent compensation consultant retained directly by the Compensation Committee
Regularly assess potential risks relating to our compensation policies and practices
Annually review the Compensation Committee's charter and evaluate the Compensation Committee's performance

What We Don't Do

X
Have employment agreements with our NEOs
X
Excise tax gross up payments in connection with change of control severance benefits
X
Provide gross-ups to cover tax liabilities associated with executive perquisites
X
Permit directors or officers to hedge or pledge company stock
X
Grant stock options with an exercise price less than the fair market value on the date of grant
X
Re-price or exchange stock options without stockholder approval
X
Promise multi-year guarantees for bonus payouts or salary increases
X
Pay accrued dividend equivalents unless and until the underlying equity awards vest


FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

              Our Board recognizes the importance of receiving regular input from our stockholders on important issues such as our executive compensation. Further, a well-structured compensation program should include plans that drive the creation of stockholder value over the long-term. Accordingly, the Board believes that it is in the best interest of our company and its stockholders to receive advisory input from our stockholders on our executive compensation program each year.


RATIFICATION OF APPOINTMENT OF PWC

              Our Board's Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the 2017 fiscal year, and our Board is seeking stockholder ratification of the appointment. PwC is knowledgeable about our operations and accounting practices, and is well qualified to act as our independent registered public accounting firm. The Audit Committee considered the qualifications, performance and independence of PwC, the quality of its discussions with PwC, and the fees charged by PwC for the level and quality of services provided during fiscal 2016, and has determined that the reappointment of PwC is in the best interest of our company and its stockholders.

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PROXY STATEMENT FOR TETRA TECH, INC.
2017 ANNUAL MEETING OF STOCKHOLDERS

PROXY SUMMARY

  i

CORPORATE GOVERNANCE, SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

 
1

OUR BOARD OF DIRECTORS

 
4

Overview

  4

Board Composition

  4

Board Meetings and Attendance

  5

Corporate Governance Policies

  5

Director Independence

  6

Board Leadership Structure

  7

Board Committees

  8

Executive Sessions

  12

Risk Oversight

  12

Enterprise Risk Management (ERM) and Strategic Risks

  12

Risks Associated with Compensation Policies and Practices

  14

Succession Planning

  14

Board and Committee Evaluations

  15

Active Stockholder Engagement and Communications Policy

  15

Governance Engagement

  15

Contacting the Board

  15

ITEM 1 – ELECTION OF DIRECTORS

 
16

Majority Voting Standard

  16

Recommendation of Board of Directors

  16

Selection of Director Nominees

  16

Stockholder Submission of Director Nominees

  17

Director Qualifications

  18

Board Refreshment

  19

Director Diversity

  20

2017 Director Nominees

  20

Director Compensation

  30

Director Compensation Table

  31

ITEM 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 
33

COMPENSATION DISCUSSION AND ANALYSIS

 
34

Executive Summary

  34

Fiscal 2016 Performance Highlights

  34

Strong Compensation Governance Practices

  37

Recent Executive Compensation Program Changes

  38

2016 Say on Pay Vote and Stockholder Engagement

  40

Overview of Pay Philosophy and Executive Compensation Components

  42

Summary of Compensation Decisions for Fiscal 2016

  44

Assessment of Pay for Performance

  46

Discussion of Compensation Components and Decisions Impacting Fiscal 2016 Compensation

  47

Fiscal 2016 Base Salary

  47

Fiscal 2016 AIP Award Program

  48

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Fiscal 2016 LTI Award Program

  55

Nonqualified Deferred Compensation

  58

Termination and Change in Control

  58

Compensation-Setting Process and Tools

  59

Process

  59

Use of Market Survey Data and Peer Groups

  59

Independent Oversight and Expertise

  60

Advisor Independence

  60

Other Considerations

  61

Stock Ownership Guidelines

  61

Clawback Policy

  62

Tax Implications of Executive Compensation

  62

COMPENSATION COMMITTEE REPORT

 
63

Compensation Committee Interlocks and Insider Participation

  63

EXECUTIVE COMPENSATION TABLES

 
64

Summary Compensation Table

  64

Total Realized Compensation

  66

Grants of Plan-Based Awards – Fiscal 2016

  67

Outstanding Equity Awards at Fiscal Year-End – Fiscal 2016

  68

Options Exercised and Stock Vested – Fiscal 2016

  70

Nonqualified Deferred Compensation – Fiscal 2016

  70

Potential Payments Upon Termination or Change in Control

  71

Equity Compensation Plan Information

  79

ITEM 3 – FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

 
80

Recommendation of the Board of Directors

  80

ITEM 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
81

Recommendation of the Board of Directors

  81

Auditor Independence

  82

Auditor Fees

  82

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

  82

AUDIT COMMITTEE REPORT

 
83

SECURITY OWNERSHIP INFORMATION

 
84

Insider Trading Policy; Prohibition on Hedging and Pledging

  84

Security Ownership of Management and Significant Stockholders

  84

Section 16(a) Beneficial Ownership Reporting Compliance

  86

Related Person Transactions

  86

MEETING AND VOTING INFORMATION

 
88

APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

 
A-1

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CORPORATE GOVERNANCE, SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

              Our mission is to be the premier worldwide consulting and engineering firm, focusing on water, environment, infrastructure, resource management, energy and international development services. We are renowned for our expertise in providing water-related services for public and private clients. We typically begin at the earliest stage of a project by identifying technical solutions and developing execution plans tailored to our clients' needs and resources. Our solutions may span the entire life cycle of consulting and engineering projects.

              Our reputation for high-end consulting and engineering services and our ability to apply our skills to develop solutions for water and environmental management has supported our growth over 50 years. By combining ingenuity and practical experience, we have helped to advance solutions for managing water, protecting the environment, providing energy, and engineering the infrastructure for our cities and communities.

CORPORATE GOVERNANCE

              Under the oversight of our Board of Directors, we have designed our corporate governance program to ensure continued compliance with applicable laws and regulations, the rules of the Securities and Exchange Commission (SEC) and the listing standards of the Nasdaq Stock Market (Nasdaq), and to reflect best practices as informed by the recommendations of our outside advisors, the voting guidelines of our stockholders, the policies of proxy advisory firms, and the policies of other public companies.

              We are committed to operating with honesty and integrity, and maintaining the highest level of ethical conduct. We encourage stockholders to visit the Corporate Governance section of our website, which includes the following corporate governance documents:

      Code of Business Conduct;

      Finance Code of Professional Conduct, which applies to our CEO and all members of our finance department, including our chief financial officer and principal accounting officer;

      Corporate Governance Policies;

      Charters for our Board's Audit Committee, Compensation Committee, NCG Committee, and Strategic Planning and Enterprise Risk Committee; and

      Stock Ownership Guidelines.

              You can access these documents by going to our website at www.tetratech.com/en/corporate-governance, but should note that information on our website is not and should not be considered part of, nor is it incorporated by reference into, this proxy statement. You can also receive copies of these documents, without charge, by written request mailed to our Corporate Secretary at Tetra Tech, Inc., 3475 E. Foothill Blvd., Pasadena, California 91107.

              We maintain a hotline that is available to all employees for the anonymous submission of employee complaints. All complaints go directly to our General Counsel, and all complaints relating to accounting, internal controls or auditing matters also go directly to the Chairman of our Audit Committee. We also maintain an internal audit control function that provides critical oversight over the key areas of our

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business and financial processes and controls, and reports directly to the Audit Committee. Our Board has also adopted a written related person transactions policy. Under the policy, the Audit Committee (or other committee designated by the NCG Committee) reviews transactions between us and "related persons."

              Our company conducts its business on the bases of the quality of its services and the integrity of its association with its clients and others. Our Code of Conduct demonstrates our commitment to ascribe to the highest standards of ethical conduct in the pursuit of our business, and applies to all of our directors, officers and employees. It has been translated into five languages, and our employees are trained on it and affirm their commitment to comply with it when they first join our company and periodically thereafter.

SUSTAINABILITY

              Tetra Tech supports clients in more than 100 countries around the world, helping them to solve complex problems and achieve solutions that are technically, socially and economically sustainable. Our high-end consulting and engineering services focus on using innovative technologies and creative solutions to minimize environmental impacts. Our greatest contribution toward sustainability is through the projects we perform every day for our clients. Sustainability is embedded in our projects – from recycling freshwater supplies to recycling water products, reducing energy consumption, and reducing greenhouse gas emissions in developing countries.

              Our Sustainability Program allows us to further expand our commitment to sustainability by encouraging, coordinating and reporting on actions to minimize our collective impacts on the environment. Our Sustainability Program has three primary pillars: Projects – the solutions we provide for our clients; Procurement – our procurement and subcontracting approaches; and Processes – the internal policies and processes that promote sustainable practices, reduce costs and minimize environmental impacts. In addition, our program is based on the Global Reporting Initiative (GRI) Sustainability Report Framework, the internationally predominant sustainability reporting protocol for corporate sustainability plans.

              Our Sustainability Program is led by our Chief Sustainability Officer, who has been appointed by executive management and is supported by other key corporate and operations representatives via our Sustainability Council. We have established a clear set of metrics to evaluate our progress toward our sustainability goals. Each metric corresponds with one or more performance indicators from GRI, and they include economic, health and safety, information technology, human resources and real estate considerations. We continuously implement sustainability-related policies and practices, and we assess the results of our efforts in order to improve upon them in the future. Our executive management team reviews and approves the Sustainability Program and evaluates our progress in achieving the goals and objectives outlined in our plan. We publish an annual sustainability report that documents our progress.

CORPORATE SOCIAL RESPONSIBILITY

              Our company seeks clear, sustainable solutions that improve the quality of life. We take this responsibility seriously because our work often places us at the center of our clients' environmental, safety and sustainability challenges. These challenges often involve the opinions of public, industry and government stakeholders who seek our advice on complex issues. We have helped thousands of towns, cities, industries and governments find sustainable solutions to complex issues concerning resource management and infrastructure.

              To provide solutions to these challenges, we believe in maintaining our technical objectivity. We have designed progressive, green buildings in New York City, helped the U.S. Department of Defense

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with pollution prevention and clean-up, and helped many Fortune 500 companies balance environmental needs with business goals. We also encourage our professionals to participate in outreach programs. Our associates and offices participate in many nonprofit agencies and projects within their local communities. As a sponsor of the nonprofit humanitarian organization Engineers Without Borders USA and Engineers Without Borders Canada, we are committed to helping communities in developing countries meet their basic human needs through lasting, scalable projects and technologies.

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OUR BOARD OF DIRECTORS

OVERVIEW

              Our Board of Directors is responsible for overseeing, counseling and directing management in serving the long-term interests of our company and stockholders, with the goal of building long-term stockholder value and ensuring the strength of our company for our clients, employees and other stakeholders. In this capacity, the Board's primary responsibilities include establishing an effective corporate governance program, with a Board and Committee structure that ensures independent oversight; overseeing our business, strategies and risks; maintaining the integrity of our financial statements; evaluating the performance of our senior executives and determining their compensation; undertaking succession planning for our CEO and other senior executives; and reviewing our annual operating plan and significant strategic and operational objectives and actions.

BOARD COMPOSITION

              Our bylaws provide that our Board consist of between five and ten directors, with the exact number fixed from time to time by Board resolution. Our Board has ten members. We believe a limited number of directors helps maintain personal and group accountability. Our Board is independent in composition and outlook, other than our CEO. Nine of our current directors have been nominated for election by the Board of Directors upon recommendation by the NCG Committee and have decided to stand for election. Admiral Richard H. Truly has elected to retire from the Board at the conclusion of his current term.

 

 

Name


    Director
Since


    Principal Occupation
    Independent
    AC
    CC
    GC
    SC
 

 

 

Dan L. Batrack

      2005       Chairman and CEO, Tetra Tech, Inc.       No                                    

 

 

Hugh M. Grant

      2003       Retired Vice Chair & Regional Managing Partner, Ernst & Young LLP       Yes       C               M            

 

 

Patrick C. Haden

      1992       Special Advisor to the President, University of Southern California       Yes               M       M            

 

 

J. Christopher Lewis

      1988       Managing Director, Riordan, Lewis & Haden       Yes       M       M                    

 

 

Joanne M. Maguire

      2016       Retired Executive Vice President, Lockheed Martin Space Systems Company       Yes                       C       M    

 

 

Kimberly E. Ritrievi

      2013       President, The Ritrievi Group LLC       Yes       M                       M    

 

 

Albert E. Smith (PD)

      2005       Retired Executive Vice President, Lockheed Martin Corporation       Yes                       M       C    

 

 

J. Kenneth Thompson

      2007       President and CEO, Pacific Star Energy, LLC       Yes               C               M    

 

 

Kirsten M. Volpi

      2013       Executive Vice President, Chief Operating Officer, and Chief Financial Officer and Treasurer, Colorado School of Mines       Yes       M       M                    

AC = Audit Committee         CC = Compensation Committee         GC = Nominating and Corporate Governance Committee
SC = Strategic Planning and Enterprise Risk Committee         M = Member         C = Chair         PD = Presiding Director

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BOARD MEETINGS AND ATTENDANCE

              During fiscal 2016, our Board of Directors held seven meetings. During this period, all of the incumbent directors attended or participated in more than 90% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served. Our directors are strongly encouraged to attend the annual meeting of stockholders, and all of our directors then in office attended last year's annual meeting.

CORPORATE GOVERNANCE POLICIES

              Our Corporate Governance Policies, as updated in July 2016, provide the corporate governance framework for our company and reflect the beliefs of our Board with respect to the matters described below. They are reviewed at least annually and amended from time to time to reflect changes in regulatory requirements, evolving market practices, and recommendations from our stockholders and advisors.


 

 

Matter



 

 

Description of Policy



 
       
    Board Composition    

Reasonable Size. Our Board is between five and ten directors.

No Over-Boarded Directors. Our directors sit on three or fewer other public company boards.

Mandatory Retirement. Our Board has fixed the retirement age for directors at 75; however, Mr. Grant has been exempted because of his special qualifications and experience, and the Board has waived this mandatory retirement requirement solely for him. There are no established term limits on service.

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

Regular Executive Sessions. Our independent directors meet in executive session following each 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 selected one of themselves to serve as Presiding Director, with established roles and responsibilities. See "Board Leadership Structure" for further details.

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

   
   
    Board Committees     Independence. Board Committees are comprised only of independent directors.

Governance. Board Committees act under charters setting forth their purposes and responsibilities, which charters are evaluated annually. The charters allow for the engagement, at our expense, of independent legal, financial or other advisors as the directors deem necessary or appropriate.

Attendance. Directors prepare for and attend all meeting of our Board and its Committees on which they serve, and are strongly encouraged to attend all annual stockholder meetings.

   

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    Director Qualifications     Diverse and Relevant Experience. The NCG Committee works with the Board to determine the appropriate characteristics, skills and experiences for the directors. We are committed to selecting candidates regardless of gender, ethnicity and national origin.    
   
    Board Duties     Management Succession Planning. Our Board conducts executive succession planning annually, including progress in current job position and career development in terms of strategy, leadership and execution.

Financial Reporting, Legal Compliance and Ethical Conduct. Our Board maintains governance and oversight functions, but our executive management maintains primary responsibility.

Stock Ownership Guidelines. To align the interests of stockholders with the directors and executive officers, our Board has established stock ownership guidelines.

   
   
    Continuous Board Improvement     New Director Orientation. All new directors participate in an orientation program to familiarize themselves with our company.

Continuing Education. Directors continue their education through meetings with executive management and other managers to enhance the flow of meaningful financial and business information. They also receive presentations to assist with their continuing education.

Annual Performance Evaluations. The NCG Committee oversees an annual self-assessment process to ensure our Board and Committees are functioning effectively.

   

DIRECTOR INDEPENDENCE

              Upon recommendation of the NCG Committee, our Board of Directors has determined that, as of the date of this proxy statement, each member of the Board of Directors other than Mr. Batrack is independent under the criteria established by Nasdaq for director independence. Mr. Batrack is not independent because he is an employee.

              In connection with the assessment of Mr. Thompson's independence, we reviewed the facts and circumstances of his role as an independent director of Coeur Mining, Inc. and Pioneer Natural Resources Company, two of our clients, and Alaska Air Group, Inc., one of our vendors. We concluded that Mr. Thompson is an independent director because his role at each of these companies is limited to that of an independent director, each of the companies is a large public company, and the amount of business done with each of the companies is immaterial to us (less than 1% of our fiscal 2016 net revenue) and each such company.

              All members of each of our Audit, Compensation, NCG, and Strategic Planning and Enterprise Risk committees are independent directors. In addition, the members of the Audit Committee meet the additional independence criteria required for audit committee membership under applicable Nasdaq listing standards, and each has been determined by our Board to be an "audit committee financial expert" under SEC rules.

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              There were no payments by third parties to any of our directors or director nominees in connection with their candidacy for, and/or service on, our Board of Directors.

GRAPHIC   GRAPHIC

BOARD LEADERSHIP STRUCTURE

              We currently have a combined Chairman/CEO role, as well as an independent Presiding Director. We believe that the combined Chairman/CEO role is appropriate because it allows for one individual to lead our company with a cohesive vision, the ability to execute that vision, and the understanding of the significant enterprise risks that need to be mitigated or overcome to achieve that vision. It also fosters clear accountability, effective decision-making and alignment on corporate strategy. Combined leadership at the top also provides the necessary flexibility for us to rapidly address the changing needs of our business.

              Balancing our combined Chairman/CEO is our Presiding Director, elected by and from the independent directors, who has critical duties in the boardroom to ensure effective and independent oversight of Board decision-making. In November 2015, the Board determined that the role of Presiding Director would rotate to ensure independence, and the term would be four years. At a meeting in January 2016, the independent directors elected Mr. Smith to serve as Presiding Director for a four-year term ending in January 2020.

              Our Governance Policies describe the Presiding Director's duties, which delineate clear responsibilities to ensure independent stewardship of our Board, as summarized below.

    Presiding Director Roles and Responsibilities:    

scheduling meetings of the independent directors;

chairing the separate meetings of the independent directors;

serving as principal liaison between the independent directors and the Chairman/CEO on sensitive issues;

communicating with the Chairman/CEO, and disseminating information to the rest of the Board of Directors as appropriate;

providing 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; and

being available, as appropriate, for communication with stockholders.

   

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              Supplementing the Presiding Director are our Committee Chairs and members, all of whom are independent. With the Compensation Committee conducting a rigorous annual evaluation of the CEO's performance that is discussed by all independent directors during executive sessions, we believe our Board leadership structure provides independent oversight of our company.

BOARD COMMITTEES

              Each of our Board committees has a written charter that describes its purposes, membership, meeting structure, authority and responsibilities. These charters, which may be found in the "Corporate Governance" section of our website at www.tetratech.com/en/corporate-governance, are reviewed by the respective committee on an annual basis, with any recommended changes adopted upon approval by our Board. Updated charters are promptly posted on our website.

              We have four standing committees consisting solely of independent directors, each with a different independent director serving as chairperson of the committee. Our Board committees are: the Audit Committee, the Compensation Committee, the NCG Committee, and the Strategic Planning and Enterprise Risk Committee. We hold our Board committee meetings sequentially (i.e., committee meetings do not overlap with one another). As a result of holding sequential meetings, each of our Board members is given the opportunity to attend each committee meeting. We believe this practice is highly beneficial to our Board as a whole and the company in general because each of our Board members is aware of the detailed work conducted by each Board committee. This practice also affords each of our Board members the opportunity to provide input to the committee members before any conclusions are reached.

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              The primary responsibilities, membership and meeting information for our four standing committees are summarized below.

 

 

Audit Committee



       

 

 

Current Members:

    Hugh M. Grant (Chair)
    J. Christopher Lewis
    Kimberly E. Ritrievi
    Kirsten M. Volpi

Meetings in Fiscal 2016:    5

Average Attendance in Fiscal 2016:
    95%

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:

reviewing our significant accounting principles, policies and practices in reporting our financial results under generally accepted accounting principles;

reviewing our annual audited financial statements and related disclosures;

reviewing management letters or internal control reports, and reviewing our internal controls over financial reporting;

reviewing the effectiveness of the independent audit effort;

appointing, retaining and overseeing the work of the independent accountants;

pre-approving audit and permissible non-audit services provided by the independent registered public accounting firm;

reviewing our interim financial results for each of the first three fiscal quarters;

reviewing and discussing the reports of our internal Management Audit Department;

reviewing and discussing financial, liquidity, tax and treasury, litigation and Sarbanes-Oxley (SOX) compliance matters in accordance with our enterprise risk management (ERM) responsibility matrix;

reviewing and overseeing related party transactions;

reviewing complaints regarding accounting, internal controls or auditing matters; and

preparing the annual Audit Committee Report to be included in the proxy statement.

   

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Compensation Committee


 
       

 

 

Current Members:

    J. Kenneth Thompson (Chair)
    Patrick C. Haden
    J. Christopher Lewis
    Kirsten M. Volpi

Meetings in Fiscal 2016:    5

Average Attendance in Fiscal 2016:
    100%

All members satisfy the independence standards required by Nasdaq.

All members qualify as "non-employee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and as "outside directors" under Section 162(m) of the Internal Revenue Code.

      Responsibilities:

reviewing and approving 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;

reviewing and approving, as they affect the executive officers, 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;

reviewing and discussing comments provided by stockholders and proxy advisory firms regarding our executive compensation;

overseeing our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters;

reviewing director and executive officer stock ownership under our Stock Ownership Guidelines;

reviewing and discussing incentives and rewards in accordance with our ERM responsibility matrix;

making recommendations to the Board with respect to incentive-based compensation plans, equity-based plans and executive benefits;

reviewing and approving all grants of equity awards;

reviewing and discussing the annual Compensation Discussion and Analysis and Compensation Committee Report to be included in the proxy statement; and

retaining and working with the independent compensation consultant.

   

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Nominating and Corporate Governance Committee


 
       

 

 

Current Members:

    Joanne M. Maguire (Chair)
    Hugh M. Grant
    Patrick C. Haden
    Albert E. Smith
    Richard H. Truly

Meetings in Fiscal 2016:    4

Average Attendance in Fiscal 2016:
    100%

All members satisfy the independence standards required by Nasdaq.

      Responsibilities:

developing criteria for nominating and appointing directors, including Board size and composition, corporate governance policies, and individual director expertise, attributes and skills;

recommending to the Board the individuals to be nominated as directors;

recommending to the Board the appointees to be selected for service on the Board committees;

overseeing an annual review of the performance of the Board and each committee;

reviewing annually the adequacy of the committee charters and recommending proposed changes to the Board;

making recommendations to the Board on changes in the compensation of non-employee directors;

reviewing the succession plans relating to the positions held by executive officers;

reviewing our Code of Conduct and anti-fraud policies in accordance with our ERM responsibility matrix; and

considering any conflict of interest issues between us and directors or executive officers.

   

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Strategic Planning and Enterprise Risk Committee


 
       

 

 

Current Members:

    Albert E. Smith (Chair)
    Joanne M. Maguire
    Kimberly E. Ritrievi
    J. Kenneth Thompson
    Richard H. Truly

Meetings in Fiscal 2016:    2

Average Attendance in Fiscal 2016:
    100%

All members satisfy the independence standards required by Nasdaq.

      Responsibilities:

overseeing our strategic planning process, and working with management to plan the annual offsite Strategic Planning and Enterprise Risk meeting;

reviewing and recommending 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 reviewing and approving our capital allocation strategy;

reviewing, as requested by management, our bid and proposal strategy for high risk contracts;

overseeing our ERM policies and procedures, and working with our Risk Management Officer on ERM reports to the Board; and

reviewing, as determined by management, any changes in technology and regulatory trends to assess the impact of technology and regulatory changes on business strategy and resource allocation.

   

EXECUTIVE SESSIONS

              Our Board believes it is important to have executive sessions without our CEO being present, which are scheduled after every regular meeting of the Board. Our independent directors have robust and candid discussions at these executive sessions during which they can critically evaluate the performance of our company, CEO and management.

              In addition, executive sessions of the Audit Committee are scheduled following each regular meeting of the Audit Committee (with our independent auditors, with the head of our Management Audit Department, and with executive management, if deemed necessary), and an executive session of the Compensation Committee is scheduled following the Compensation Committee meeting each November at which executive compensation determinations are made.

RISK OVERSIGHT

ENTERPRISE RISK MANAGEMENT (ERM) AND STRATEGIC RISKS

              We believe that risk is inherent in the pursuit of long-term growth opportunities. Our management is responsible for day-to-day risk management activities. The Board of Directors, acting directly and through its committees, is responsible for the oversight of our risk management. With this oversight, we have implemented an ERM program with practices and policies designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase stockholder value.

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              The Strategic Planning and Enterprise Risk Committee is responsible for the oversight of the ERM. Our Corporate Risk Management Officer reports the status of the ERM to this committee on a semi-annual basis. The reports address our risk management effectiveness, those projects that may significantly impact our financial condition, and any new risk issues and mitigation measures that have been implemented.

              As part of the overall risk oversight framework, other committees of the Board also oversee certain categories of risk associated with their respective areas of responsibility to better coordinate with management and serve the long-term interests of our stockholders. Our Board receives reports from the committees regarding topics discussed at the committee meetings, which include the areas of risk overseen primarily by the committees.

              In addition, the Board participates in regular discussions among the directors and with our senior management with respect to several core subjects in which risk oversight is an inherent element, including strategy, operations, finance, mergers and acquisitions, and legal matters. The Board believes that the leadership structure described above under "Board Leadership Structure" facilitates the Board's oversight of risk management because it allows the Board, with leadership from the Presiding Director and working through its committees, to participate actively in the oversight of management's actions.


OVERSIGHT OF RISK


 

 

Board or Committee




 

Major Areas of Responsibility



       
    Board of Directors    

Annual operating plan;

Corporate governance;

Major initiatives; mergers and acquisitions;

Business development;

Project execution; and

Major markets and clients

   
   
    Audit Committee    

Financial metrics and measures;

Liquidity and cash flow;

Tax and treasury strategy;

Fiscal discipline;

Litigation and claims; and

Sarbanes-Oxley compliance

   
   
    Compensation Committee    

Management incentives and awards

   
   
    Nominating and Corporate
Governance Committee

 
 

Code of Conduct; and

Anti-fraud policies

   
   
    Strategic Planning and
Enterprise Risk Committee

 
 

Business planning and performance;

Risk appetite and tolerance;

Bids and proposals;

Capital structure;

Technology risk; and

Corporate ERM

   

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RISKS ASSOCIATED WITH COMPENSATION POLICIES AND PRACTICES

              As described in the Compensation Discussion and Analysis section of this proxy statement, we maintain best practices in compensation and corporate governance that collectively encourage ongoing risk assessment and mitigation. The Compensation Committee periodically reviews our executive compensation program to ensure that it does not provide incentives that encourage our employees to take excessive risks in managing their respective businesses or functional areas. Our compensation program includes the following safeguards:

      the program balances executive retention with rewarding stockholder value creation;

      the majority of executive compensation is variable, with a mix that is consistent with market practices and primarily equity-based to promote long-term performance and sustainable growth;

      the incentive mix is balanced, with short- and long-term performance metrics that do not overlap, cover different time periods and are balanced among annual financial objectives and long-term economic and stockholder value creation;

      our AIP and LTIs appropriately balance profitable growth in the near term with sustainable long-term financial success, use multiple performance metrics, measure performance at multiple levels (corporate, business group and individual), and provide realized compensation based primarily on our performance;

      the Compensation Committee may exercise downward discretion to adjust AIP awards based on individual performance;

      AIP awards are not guaranteed, with below threshold performance yielding zero payout, and payments subject to an overall cap of 200%;

      our PSU equity awards are performance-based, use multiple performance metrics, are subject to maximum payout opportunities to encourage appropriate performance focus and limit potential risk-taking, and cliff vest at the end of three years;

      our change of control plans are reasonable and appropriate, with change of control benefits provided on a double-trigger basis and not grossed up for excise taxes; and

      our clawback policy and stock ownership guidelines are consistent with market practices.

              Based on these and other factors, as well as the advice of its independent compensation consultant, the Compensation Committee has concluded that our compensation policies and practices strike an appropriate compensation-risk balance, do not encourage excessive risk-taking and do not as a whole create risks that are reasonably likely to have a material adverse effect on our company.

SUCCESSION PLANNING

              Our Board is involved in the identification and cultivation of our future leaders. We maintain an annual performance review process and leadership development program for our key employees. Management develops leadership at lower levels of our organization by identifying core talent, cultivating the skills and capabilities that will allow identified individuals to become our future leaders, assessing their development, and identifying gaps and developmental needs in skills and experience. At its meetings, the

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Board has the opportunity to meet with leaders of our company, including business group leaders and leaders in finance, law, information technology, risk management and human resources. In addition, Board members have freedom of access to key employees.

              The NCG Committee conducts executive succession planning annually, including progress in current job position and career development in terms of strategy, leadership and execution. During this review, the CEO and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments.

BOARD AND COMMITTEE EVALUATIONS

              The NCG Committee oversees and conducts an annual evaluation of our Board and Board committees. Many of the improvements in our corporate governance practices and Board processes have resulted from the annual evaluation process. Our Board views the annual evaluation process as an integral part of its commitment to cultivating excellence and best practices in its performance.

ACTIVE STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS POLICY

GOVERNANCE ENGAGEMENT

              We value our stockholders' opinions about our governance policies and practices, and we actively solicit input through our stockholder engagement program. In advance of the 2017 Annual Meeting, we proactively contacted our largest institutional stockholders, representing a majority of our then-outstanding shares, to solicit their views on our corporate governance and executive compensation programs. We welcome feedback on our corporate governance program that this active and ongoing engagement with stockholders provides.

CONTACTING THE BOARD

              Stockholders may contact our Board, Chairman, Presiding Director, any Committee or Committee Chair, or any other individual director concerning business-related matters by writing to: Board of Directors (or a particular subgroup or individual director), c/o Corporate Secretary, Tetra Tech, Inc., 3475 E. Foothill Blvd., Pasadena, California 91107; or via email to asktheboard@tetratech.com.

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ITEM 1 – ELECTION OF DIRECTORS

              Our bylaws provide for a Board of between five and ten directors, with the exact number fixed from time to time by a resolution of our Board. There are currently ten directors on our Board, nine of whom are nominated for election at the Annual Meeting due to Richard Truly's retirement. All directors are being nominated for a one-year term. The Board currently plans to fix the number of directors at nine upon Admiral Truly's retirement. Each of the nine nominees has consented to being named in this proxy statement and continue serving if elected.

MAJORITY VOTING STANDARD

              Our bylaws provide for the majority voting of directors in uncontested elections like this one. Consequently, in order to be elected, a nominee must receive more votes "for" than "against" and the number of votes "for" must be at least a majority of the required quorum. Should any of the nominees fail to receive the vote required to be elected in accordance with our bylaws, that director must promptly tender his or her resignation to the Board of Directors. In that event, the NCG Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will then act on the tendered resignation, taking into account the NCG Committee's recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results.

              In voting for the election of directors, each share has one vote for each position to be filled and there is no cumulative voting.

RECOMMENDATION OF BOARD OF DIRECTORS

              Our Board of Directors recommends that you vote FOR each of the director nominees.    The persons named as proxies will vote for the election of each of the nine nominees unless you specify otherwise. If any director nominee were to become unavailable prior to the Annual Meeting, your proxy would be voted for a substitute nominee designated by our Board or we would reduce the size of the Board.

SELECTION OF DIRECTOR NOMINEES

              Director nominees are generally recommended by the NCG Committee for nomination by our Board and subsequent election by our stockholders. Director nominees may also be recommended by the NCG Committee for appointment to our Board, with election by stockholders to follow at the next Annual Meeting. Our Board believes that the backgrounds and qualifications of our directors, considered as a group, provide a mix of complementary experience, knowledge and abilities that allows our directors to effectively fulfill their oversight responsibilities.

              In considering whether to recommend a candidate as a director nominee, the NCG Committee applies the criteria described in our Governance Policies, including independence, integrity, high personal and professional ethics, sound business judgment, integrity, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the NCG Committee takes into account many factors, including a general understanding of business development and strategy, risk management, finance, financial reporting, and other disciplines relevant to the success of a publicly-traded company in the then-current business environment; understanding of our business and the issues affecting that business; education and professional background; personal

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accomplishment; and diversity. The NCG Committee does not assign specific weights to the criteria, and no particular criterion is necessarily applicable to all nominees.

              In recommending candidates for election to the Board of Directors, the NCG Committee considers nominees recommended by directors, officers and others, using the same criteria to evaluate all candidates. The Committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board of Directors. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the NCG Committee recommends the candidate for consideration by the full Board. The Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

STOCKHOLDER SUBMISSION OF DIRECTOR NOMINEES

              Stockholders may recommend director candidates by submitting the candidate's name, together with his or her biographical information, professional experience and written consent to nomination, to NCG Committee Chair, c/o Corporate Secretary, Tetra Tech, Inc., 3475 E. Foothill Blvd., Pasadena, CA 91107. To be considered at the 2018 Annual Meeting, stockholder nominations must comply with the requirements described in the last section of this proxy statement under Submission of Stockholder Items for 2018 Annual Meeting. The NCG Committee considers stockholder nominees on the same basis as it considers all other nominees.

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DIRECTOR QUALIFICATIONS

              The qualifications that are particularly desirable for our directors to possess to provide oversight and stewardship of our company include the following:


 

 

Qualification




 

Description




 

Value to Our Board and Stockholders



           
    Senior Leadership Experience       Service in a senior executive position       Provides us 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 services that focus on water, the environment, infrastructure, resource management and energy       Allows us to better understand the needs of our clients in developing our business strategies, as well as evaluate acquisition and divestiture opportunities.    
   
    Government Client Experience     Service in a position that requires interaction with government clients       Provides us experience and insight into working constructively with government agencies and administrators, and addressing significant public policy issues in areas related to our business and operations.    
   
    Business Development and Mergers and Acquisitions (M&A) Experience     Background in business development and in the analysis of proposed M&A transactions       Provides us 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 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.    

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              The graph below shows the qualifications of our director nominees:

GRAPHIC

BOARD REFRESHMENT

              Our Governance Policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the Board, we believe they are counter-balanced by the disadvantage of causing the loss of a director who over a period of time has developed insight into our strategies, operations and risks, and continues to provide valuable contributions to Board deliberations. We believe that our decision not to establish term limits is consistent with the prevailing practice among companies in the S&P 1000. We recognize that certain governance stakeholders have suggested that longer-serving directors may have decreased independence and objectivity; however, we believe that an arbitrary decision to remove knowledgeable directors and the consistent oversight they bring weighs against strict restrictions on director tenure. Ultimately, it is our Board's responsibility to establish board refreshment policies, using its discretion in the best interest of our company and stockholders.

              We have adopted the policies shown below to facilitate refreshment of our Board and ensure that it continues to appropriately challenge our management.


POLICIES SUPPORTING BOARD REFRESHMENT


 

 

Policy




 

Description



 
       
    Mandatory Resignation     Incumbent directors who are not elected by a majority vote of our stockholders must tender their resignation.    
   
    Retirement     The Board has fixed the retirement age for directors at 75 (determined as of the Annual Meeting following the director's birthday). However, Mr. Grant has been exempted because of his special qualifications and experience, and the Board has waived this mandatory retirement requirement solely for him.    
   
    Resignation Tendered Upon Retirement or Change in Principal Employment     A Director who retires from or changes his/her principal occupation or business association must offer to tender his/her resignation so that there is an opportunity for the Board, through the NCG Committee, to review the continued appropriateness of Board membership under the new circumstances.    
   
    Over-Boarding     Without specific approval from the Board, no director may serve on more than three other public company boards.    

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              The graph below shows the tenure of our director nominees:

GRAPHIC

DIRECTOR DIVERSITY

              As provided in our Governance Policies, we are committed to considering candidates for the Board regardless of gender, ethnicity and national origin. While diversity is a consideration, nominees are not chosen or excluded solely or primarily based on such basis. Rather, the NCG Committee focuses on skills, expertise and background to complement the existing Board in light of the diverse and global nature of our businesses and operations. The two independent directors appointed to our Board in 2013, and the new independent director appointed in 2016, are women.

2017 DIRECTOR NOMINEES

              The following pages provide information on each nominee for election at the Annual Meeting, including his or her age, board leadership roles held, and business experience during at least the past five years. We also indicate the name of any other public company for which each nominee currently serves as a director. For these purposes, "public company" means one that is required to file reports with the SEC.

              Presented below is information regarding each nominee's experience and qualifications that led our Board to the conclusion that he or she should serve as a director. We believe that each of these nominees has integrity and adheres to our high ethical standards. In addition, each nominee has demonstrated the ability to exercise sound judgment, as well as a commitment to serving the long-term interests of our stockholders.

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DAN L. BATRACK




 


 

       


 


 



GRAPHIC



Age 58



Director since November 2005



Attendance at Fiscal 2016 Board Meetings: 100%


 


 


 


Select Business Experience

Tetra Tech, Inc.

Chief Executive Officer and a director from November 2005 to present

Chairman from January 2008 to present

President from October 2008 to present

Joined Tetra Tech's predecessor in 1980; served in numerous roles of increasing responsibility at our company, including project scientist, project manager, operations manager, senior vice president and president of an operating unit

Managed complex programs for many small and Fortune 500 clients, both in the U.S. and internationally

Select Skills and Qualifications

Senior leadership experience; industry and technical experience; government client experience; business development and M&A experience; financial sophistication

Eight years leading our company as Chairman, 11 years as Chief Executive Officer and seven years as President

Primary responsibility for our M&A strategy

Served as project manager on numerous government client projects

Member of Visitors Committee, University of Washington College of Engineering

Bachelor's degree in Business Administration from the University of Washington

Current Board Leadership Role

Chairman of the Board



 


 

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HUGH M. GRANT




 


 

       



 



 




GRAPHIC



Age 80


Director since January 2003


Independent


Attendance at Fiscal 2016 Board Meetings: 100%



 



 



 



Select Business Experience

38 years with Ernst & Young LLP (and its predecessor, Arthur Young & Company)

Vice Chairman and Regional Managing Partner of the Western United States

Served as the audit partner in charge of several large public companies, including those in the engineering and construction and defense industries

Served on Ernst & Young's 15-member Management Committee for ten years

Serves as the Vice Chairman and Chairman of the Audit Committee of Inglewood Park Cemetery since 1998

Select Skills and Qualifications

Senior leadership experience; financial sophistication

Served on the Management Committee of Ernst & Young, and as the Vice Chairman and Regional Managing Partner of the Western United States, which had 2,000 employees and 19 offices

38 years of financial and risk management expertise gained through auditing public companies

"Audit committee financial expert" under SEC rules

Certified Public Accountant

Bachelor of Science degree in Business, with distinction, from the University of Kansas

Current Board Leadership Roles

Chair, Audit Committee
Member, Nominating and Corporate Governance Committee




 



 

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PATRICK C. HADEN




 


 

       




 




 





GRAPHIC



Age 63


Director since December 1992


Independent


Attendance at Fiscal 2016 Board Meetings: 100%


Other Public Company Board:
TCW Strategic Income Fund




 




 




 




Select Business Experience

Special Advisor to the President, University of Southern California (USC), from July 2016 to present

Athletic Director, USC, from August 2010 to June 2016

Director of TCW Funds, TCW Strategic Income Fund (a closed end mutual fund listed on the NYSE 2), TCW Liquid Alternative Fund and Met West Funds, and serves on various Board committees of these companies

Director of Auto Club of Southern California, and on the Audit/Finance and Investment Committees, since 2016

General Partner of Riordan, Lewis & Haden (RLH), a Los Angeles-based private equity firm, from 1987 to August 2010

Director of several portfolio companies during his tenure at RLH

Serves on several foundation Boards: Rose Hills, Fletcher Jones, Unihealth and Mayr.

Select Skills and Qualifications

Senior leadership experience; business development and M&A experience; financial sophistication; public board experience

Served as the Athletic Director of a major university, which provided significant senior leadership and management experience

Leadership at a private equity firm provides significant experience in finance and investment, and in M&A transactions

Director roles at several TCW funds, one of which is publicly listed

Service on other boards

Rhodes Scholarship to Oxford University; degree in Economics

Practicing attorney from 1982 to 1987

Current Board Leadership Roles

Member, Nominating and Corporate Governance Committee
Member, Compensation Committee





 




 

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J. CHRISTOPHER LEWIS




 


 

       



 



 




GRAPHIC



Age 60


Director since February 1988


Independent


Attendance at Fiscal 2016 Board Meetings: 100%



 



 



 



Select Business Experience

Managing Director (and co-founder) of RLH since 1982

Director of several privately-held companies: The Chartis Group, RGM Group, Bluewolf Group and Silverado Senior Living

Previously served as a director of two publicly-traded companies

Select Skills and Qualifications

Senior leadership experience; business development and M&A experience; financial sophistication

34 years of leadership of a private equity firm and service as a director of several companies provides significant senior leadership, management, operational and financial experience

Private equity firm leadership provides significant experience in finance and investment, in evaluating new business opportunities, and in M&A transactions

"Audit committee financial expert" under SEC rules

Master's degree in Business Administration from the University of Southern California

Current Board Leadership Roles

Member, Audit Committee
Member, Compensation Committee




 



 

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JOANNE M. MAGUIRE




 


 

       





 





 






GRAPHIC



Age 62


Director since November 2016


Independent


Other Public Company Boards:

    CommScope, Inc.
    Visteon Corporation


Attendance at Fiscal 2016 Board Meetings: N/A





 





 





 





Select Business Experience

Served as Executive Vice President of Lockheed Martin Space Systems Company (SSC), a provider of advanced-technology systems for national security, civil and commercial customers, from 2006 until retirement in 2013

Joined Lockheed Martin Corporation in 2003 and assumed leadership of SSC in 2006

Formerly with TRW's Space & Electronics sector (now part of Northrop Grumman), filling a range of progressively responsible positions from engineering analyst to Vice President and Deputy to the sector's CEO

Member of the Board of Directors of Draper Laboratory

Select Skills and Qualifications

Senior leadership experience; government client experience; industry and technical expertise; financial sophistication; public board experience

Held senior leadership positions within a publicly traded company in the technology sector, working with government clients

These positions provide valuable experience, including strategic planning, operations, risk management and corporate governance

Elected to the National Academy of Engineering in 2011

Bachelor's degree in Engineering from Michigan State University and Master's degree in Engineering from the University of California, Los Angeles

Concurrent service on two other public boards

Current Board Leadership Roles

Chair, Nominating and Corporate Governance Committee
Member, Strategic Planning and Enterprise Risk Committee






 





 

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KIMBERLY E. RITRIEVI




 


 

       



 



 




GRAPHIC



Age 58


Director since November 2013


Independent


Attendance at Fiscal 2016 Board Meetings: 100%



 



 



 



Select Business Experience

President, The Ritrievi Group LLC, advising technology and chemical companies on financial strategies

Co-Director of Americas Investment Research at Goldman, Sachs & Co. from 2001 to 2004

Former Specialty Chemical Analyst at Goldman, Sachs & Co., Credit Suisse First Boston, Lehman Brothers and Paine Webber (now UBS Wealth Management)

Process development engineer at ARCO Chemical

Serves as Vice Chair of the Dean's Advisory Board of the Harvard School of Dental Medicine

Serves as Co-Chair of the Princeton University School of Engineering and Applied Science Leadership Council

Select Skills and Qualifications

Senior leadership experience; business development and M&A experience; industry and technical expertise; financial sophistication

Over 20 years of executive, management, analytical and operational experience at The Ritrievi Group and major investment banks

Master's degree in Management from the Massachusetts Institute of Technology (MIT) Sloan School of Management

Doctorate in Chemical Engineering from MIT

"Audit committee financial expert" under SEC rules

Current Board Leadership Roles

Member, Audit Committee
Member, Strategic Planning and Enterprise Risk Committee




 



 

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ALBERT E. SMITH




 


 

       





 





 






GRAPHIC



Age 67


Director since May 2005


Independent


Other Public Company Boards:
    Curtiss-Wright Corporation
    CDI Corporation


Attendance at Fiscal 2016 Board Meetings: 100%





 





 





 





Select Business Experience

Chairman of the Board of Tetra Tech, Inc. from March 2006 to January 2008, and Vice Chairman from September 2005 to March 2006

Executive Vice President of Lockheed Martin Corporation and head of its Integrated Systems & Solutions business from 2003 to 2004

Executive Vice President of Lockheed Martin's Space Systems Company from 1999 to 2003

Member of the U.S. Secretary of Defense's Defense Science Board from 2002 to 2005

Served on the Board of Trustees of Aerospace Corporation from 2005 to 2007

Worked for the U.S. Central Intelligence Agency, and received the Intelligence Medal of Merit

Select Skills and Qualifications

Senior leadership experience; government client experience; industry and technical expertise; financial sophistication; public board experience

Over 20 years of executive, management and operational experience, including leadership roles with Tetra Tech and at Lockheed Martin

Experience with government clients and requirements

Engineering degree from Northeastern University

Concurrent service on two other public boards

Current Board Leadership Roles

Presiding Director
Chair, Strategic Planning and Enterprise Risk Committee
Member, Nominating and Corporate Governance Committee






 





 

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J. KENNETH THOMPSON




 


 

       





 





 






GRAPHIC



Age 65


Director since April 2007


Independent


Other Public Company Boards:
    Alaska Air Group Inc.
    Coeur Mining, Inc.
    Pioneer Natural Resources
    Company


Attendance at Fiscal 2016 Board Meetings: 100%





 





 





 





Select Business Experience

President/CEO and co-owner of Pacific Star Energy, LLC, a private energy investment firm in Alaska, since 2000

Managing Director of the Alaska Venture Capital Group LLC, a private oil and gas exploration firm, from 2004 to 2012

Executive Vice President of Atlantic Richfield Company's (ARCO) Asia-Pacific Region, leading the Asia-Pacific operating companies in Alaska, California, Indonesia, China and Singapore, from 1998 to 2000

Served in various technical and management roles at ARCO from 1974 to 2000, including head of ARCO's oil and gas research and technology center, and responsible for global technology strategy and energy technology transfer to more than 20 countries

Served as a Director of Provision Ministry Group from 2010 to 2015, and as Board Chair from 2014 to 2015

Select Skills and Qualifications

Senior leadership experience; industry and technical expertise; business development and M&A experience; financial sophistication; and public board experience

Various executive positions, including the role of CEO, provide leadership, risk management operations, strategic planning, engineering, environmental, safety and regulatory experience.

Expertise in mining and in oil and gas

Served on ARCO's team to assess and transition multi-billion dollar acquisitions

Served on ARCO's team to review monthly and quarterly financial statements before release to the Board and Audit Committee; also serves, or has served, on the audit committees of two public companies

Petroleum Engineering degree from Missouri University of Science & Technology

Concurrent service on three other public boards; Lead Director of Pioneer Natural Resources Company

Current Board Leadership Roles

Chair, Compensation Committee
Member, Strategic Planning and Enterprise Risk Committee






 





 

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KIRSTEN M. VOLPI




 


 

       



 



 




GRAPHIC



Age 52


Director since July 2013


Independent


Attendance at Fiscal 2016 Board Meetings: 100%



 



 



 



Select Business Experience

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer, Colorado School of Mines from July 2013 to present, and Senior Vice President for Finance and Administration, Chief Financial Officer and Treasurer from August 2005 to August 2011

Chief Administrative Officer, U.S. Olympic Committee, from August 2011 to July 2013

Various financial management roles for Rensselaer Polytechnic Institute, the University of Colorado Foundation and the American Water Works Association

Select Skills and Qualifications

Senior leadership experience; financial expertise

Various executive positions provide leadership in financial and administrative matters

Extensive understanding of the preparation and analysis of financial statements

"Audit committee financial expert" under SEC rules

Certified Public Accountant

Bachelor's degree from University of Colorado – Boulder

Current Board Leadership Roles

Member, Audit Committee
Member, Compensation Committee




 



 

CHAIRMAN EMERITUS

              Dr. Li-San Hwang has served as our Chairman Emeritus since March 2006. As Chairman Emeritus, Dr. Hwang is invited to attend Board and Board committee meetings, but he does not have voting rights. Chairman Emeritus is an unpaid position; however, we reimburse Dr. Hwang for his attendance-related expenses. Dr. Hwang joined our predecessor in 1967 and led our acquisition of the Water Management Group of Tetra Tech, Inc. from Honeywell Inc. in March 1988. He served as our Chief Executive Officer from our formation until November 2005. Dr. Hwang has served as an advisor to numerous government and professional society committees and has published extensively in the field of hydrodynamics. He is a graduate of the National Taiwan University, Michigan State University and the California Institute of Technology, holding B.S., M.S. and Ph.D. degrees, respectively, in Civil Engineering, specializing in water resources.

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DIRECTOR COMPENSATION

              The NCG Committee works with the independent compensation consultant to target non-employee director compensation at the median of our peer companies to support the recruitment and retention of our non-employee directors. The majority of this compensation is delivered in equity to align director interests with those of our stockholders. The NCG Committee believes that our non-employee director pay level is at or below the median of our peer companies.

FISCAL 2016 CASH COMPENSATION

              During fiscal 2016, our non-employee director cash compensation program consisted of the following:


ANNUAL NON-EMPLOYEE DIRECTOR CASH COMPENSATION

    Cash retainer       $65,000    
    Additional cash retainer for Presiding Director       $15,000    
    Additional cash retainer for Audit Committee Chair       $15,000    
    Additional cash retainer for Compensation Committee Chair       $  5,000    
    Additional cash retainer for NCG Committee Chair       $  5,000    
    Additional cash retainer for Strategic Planning and Enterprise Risk Committee Chair       $  5,000    
    Additional fee per in-person or telephonic Board meeting attended       $  2,000    
    Additional fee per in-person or telephonic Audit Committee meeting attended       $  2,000    
    Additional fee per in-person or telephonic Compensation Committee, NCG Committee, or Strategic Planning and Enterprise Risk Committee meeting attended       $  1,500