Tetra Tech (TTEK) Proxy Filing summary

Executive summary

• Achieved record FY 2024 results: revenue up 15% to $5.2B, operating income up 40%, EPS up 21%, and backlog at $5.4B, with strong stockholder returns and disciplined capital allocation, including $357M returned to stockholders over three years.

• Recognized as a global leader in water, environment, and sustainable infrastructure consulting, with a diverse workforce of 30,000 employees and operations in over 100 countries.

• Maintains robust governance, risk management, and compliance programs, with a majority independent board, annual director elections, and strong stockholder rights.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Advisory vote to approve named executive officers' compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for FY 2025.

Board of directors and corporate governance

• Board consists of seven members, ~90% independent, with over 40% female representation and two nominees from underrepresented communities.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Policies include annual board evaluations, mandatory retirement at 75, tenure limits, and active board refreshment.

• Presiding Director role rotates to ensure independent oversight; currently held by Kirsten M. Volpi.