Jacobs Solutions

On September 15, 2022, Jacobs Solutions Inc. (the “Company”) announced that Bob Pragada, currently President and Chief Operating Officer, will succeed Steve Demetriou as Chief Executive Officer and join the Company’s Board of Directors. Mr. Demetriou, currently Chair and Chief Executive Officer, will continue as Executive Chair of the Board of Directors. The changes are effective January 24, 2023, the date of the Company’s annual shareholder meeting. It is expected that Mr. Demetriou will serve as Executive Chair for a minimum of two years. Mr. Pragada rejoined the Company in 2016 after serving as President and Chief Executive Officer of The Brock Group, one of the largest providers of industrial services in North America, for approximately two years. Prior to that, Mr. Pragada worked in various executive and senior management capacities with Jacobs beginning in 2006.

On March 2, 2022, Jacobs Engineering Group Inc. (the “Company”) announced the departure of Dawne Hickton from her role as Executive Vice President and President, Critical Mission Solutions (“CMS”), effective April 1, 2022. From April 1, 2022 through her departure from the Company on June 3, 2022, Ms. Hickton will serve as a special advisor to Chair and CEO Steve Demetriou, assisting with the transition of the role of Executive Vice President and President, CMS to Steve Arnette, currently Senior Vice President of Advanced Engineering, Research & Operations of CMS. In connection with Ms. Hickton’s role as special advisor, she will continue to receive her current compensation. Upon her departure from the Company, Ms.

On November 10, 2021, the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) (i) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from eleven (11) to twelve (12) authorized directors and (ii) elected Ms. Priya Abani to serve as a director of the Company to fill such newly created vacancy until the annual meeting of shareholders in 2022. The Board, after consideration of all facts and circumstances, affirmatively determined that Ms. Abani is an independent director under the corporate governance standards of the New York Stock Exchange and the Company’s guidelines for determining independence. In connection with her election, Ms. Abani will receive the standard, annual compensation for the Company’s non-management directors.

The Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) has invited Steve Demetriou to remain as Chair and Chief Executive Officer of the Company through at least the end of calendar 2023, and Mr. Demetriou has accepted this invitation. In addition, the Company entered into a retention arrangement with each of Kevin Berryman, President and Chief Financial Officer, and Robert Pragada, President and Chief Operating Officer. The retention arrangements include a one-time grant of restricted stock units (“RSUs”) on March 8, 2021 with a grant date fair value of $4,000,000 pursuant to the Company’s 1999 Stock Incentive Plan to each of Mr. Berryman and Mr. Pragada. The RSUs vest 100% upon the three-year anniversary of the grant date.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 16, 2020 , the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the "Company") (i) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from eleven (11) to twelve (12) authorized directors and (ii) elected Manny Fernandez to serve as a director of the Company to fill such newly created vacancy, to be effective as of October 5, 2020. Mr. Fernandez will serve for an initial term that will expire at the annual meeting of shareholders in 2021. Mr. Fernandez has been appointed to serve on the Audit Committee of the Board. The Board, after consideration of all facts and circumstances, affirmatively determined that Mr.

Election of Director On August 14, 2020 , the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) elected Vincent K. Brooks to serve as a director of the Company until the annual meeting of shareholders in 2021. This appointment fills an existing vacancy on the Board. The Board, after consideration of all facts and circumstances, affirmatively determined that Mr. Brooks is an independent director under the corporate governance standards of the New York Stock Exchange and the Company’s guidelines for determining independence. In connection with his election, Mr. Brooks will receive the standard, annual compensation for the Company’s non-management directors.

On November 18, 2019, Jacobs Engineering Group Inc. (“Jacobs”) issued a press release announcing changes to the reporting structure and titles of certain of Jacobs’ executive officers. Robert V. Pragada, age 51, has been appointed President and Chief Operating Officer of Jacobs, and Kevin Berryman, age 60, has been appointed as President and Chief Financial Officer of Jacobs, each effective December 1, 2019. Mr. Pragada currently serves as Executive Vice President and Chief Operating Officer of Buildings, Infrastructure and Advanced Facilities. Mr. Berryman is currently Executive Vice President and Chief Financial Officer. Mr. Pragada rejoined Jacobs in 2016 after serving as President and Chief Executive Officer of The Brock Group for approximately two years. Prior to that, Mr. Pragada worked in executive and senior management capacities with Jacobs beginning in 2006. Mr.

Appointment of Chief Operating Officer On May 2, 2019, the Company announced that Dawne S. Hickton had been appointed Executive Vice President, Chief Operating Officer and President of the Company’s ATN line of business, effective June 3, 2019. Ms. Hickton will report to Steve Demetriou, Chair and CEO of the Company. Ms. Hickton, age 61, has been a member of the Board of Directors of the Company since 2015. From 2016 to the present, Ms. Hickton has served as President of Cumberland Highstreet Partners. From 2012 until January 2018, Ms. Hickton served as Deputy Chair of the Federal Reserve Bank of Cleveland and was appointed Chairman in January 2018. From 2007 until 2015, Ms. Hickton served as Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc.

Election of New Directors On May 29, 2019, the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) elected Georgette D. Kiser and Barbara Loughran to each serve as a director of the Company until the annual meeting of shareholders in 2020. These appointments fill the two existing vacancies on the Board. Ms. Kiser has been appointed to serve on the Human Resource & Compensation Committee of the Board. Ms. Loughran has been appointed to serve on the Audit Committee of the Board. The Board, after consideration of all facts and circumstances, affirmatively determined that each of Ms. Kiser and Ms. Loughran is an independent director under the corporate governance standards of the New York Stock Exchange (the “NYSE”) and the Company’s guidelines for determining independence. The Board also determined that Ms.

Retirement of Chief Operating Officer On May 2, 2019, Jacobs Engineering Group Inc. (the “ Company ”) announced that Terence D. Hagen will retire as Executive Vice President, Chief Operating Officer and President of the Company’s Aerospace, Technology & Nuclear (“ ATN ”) line of business, effective June 3, 2019. Mr. Hagen informed the Company of his resignation on May 1, 2019. Effective June 3, 2019, Mr. Hagen will begin serving as an Executive Strategic Advisor to Chair and CEO Steve Demetriou, overseeing the integration planning for the Company’s recently announced pending acquisition of KeyW as well as other business improvement initiatives across the Company. In connection with Mr. Hagen’s role as Executive Strategic Advisor, Mr. Hagen will continue to receive his current compensation through the end of fiscal 2019.

On April 30, 2019, Juan José Suárez Coppel resigned as a member of the Board of Directors of Jacobs Engineering Group Inc. (the “Company”). The resignation did not result from any disagreement with the Company.

On September 26, 2018, Jacobs Engineering Group Inc. (the “Company”) announced that Terence D. Hagen, age 54, and Robert V. Pragada, age 50, will each be promoted to Chief Operating Officer effective October 1, 2018. Mr. Hagen joined the Company in 1987. Mr. Hagen has worked in the Company’s market sectors in both senior operational and sales roles, including as Executive Vice President, Global Sales and Marketing and currently, as President of the Aerospace, Technology, Environmental and Nuclear (ATEN) line of business. As Chief Operating Officer, Mr. Hagen will continue leading ATEN and will also lead other key functions. Mr. Pragada rejoined the Company in 2016 after serving as President and Chief Executive Officer of The Brock Group for approximately two years. Prior to that, Mr.

On September 26, 2018, Jacobs Engineering Group Inc. (the “Company”) announced that Terence D. Hagen, age 54, and Robert V. Pragada, age 50, will each be promoted to Chief Operating Officer effective October 1, 2018. Mr. Hagen joined the Company in 1987. Mr. Hagen has worked in the Company’s market sectors in both senior operational and sales roles, including as Executive Vice President, Global Sales and Marketing and currently, as President of the Aerospace, Technology, Environmental and Nuclear (ATEN) line of business. As Chief Operating Officer, Mr. Hagen will continue leading ATEN and will also lead other key functions. Mr. Pragada rejoined the Company in 2016 after serving as President and Chief Executive Officer of The Brock Group for approximately two years. Prior to that, Mr.

Executive Severance Plan On May 2, 2018, the Human Resource and Compensation Committee (the “Committee”) of the Board of Directors of Jacobs Engineering Group Inc. (the “Company”) approved and the Company adopted the Jacobs Engineering Group Inc. Executive Severance Plan (the “Plan”), to be effective as of May 2, 2018. The Plan provides severance benefits to certain executive officers of the Company in the event that a participant experiences a qualifying termination of employment as set forth in the Plan. In the event that a qualifying termination occurs during the two (2) year period following a Change in Control (as defined in the Plan), the Plan provides enhanced severance benefits. The Plan will apply to all of the Company’s named executive officers (the “NEOs”) as well as certain other executives of the Company as approved by the Committee.

As previously reported, on December 18, 2017, the board of directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) increased the number of directors from ten to eleven and appointed Barry L. Williams to fill such newly created vacancy. On January 18, 2018, the Board appointed Mr. Williams to serve on the Audit Committee of the Board. The Board determined that Mr. Williams is “financially literate” as required by the New York Stock Exchange (“NYSE”), as such qualification is interpreted by the Board in its business judgment. The Board previously determined that Mr. Williams is an independent director under the corporate governance standards of the NYSE and the Company’s guidelines for determining independence. Additionally, on January 18, 2018, the Board appointed Robert A. McNamara to serve on the Nominating and Corporate Governance Committee of the Board.

On December 18, 2017, pursuant to the terms of the Merger Agreement, the Company’s Board of Directors (the “ Board ”) amended the Amended and Restated Bylaws (as defined below) to increase the size of the Board to eleven (11) and elected the following former CH2M director to serve as a director of the Company to fill such newly created vacancy: Barry L. Williams. Mr. Williams’ appointment to the Board takes effect December 18, 2017 and will serve for an initial term that will expire at the 2019 annual meeting of the Company’s stockholders. The Board has determined that Mr. Williams is “independent” under the corporate governance standards of the New York Stock Exchange. It is expected that Mr. Williams will serve on at least one committee of the Board, which has yet to be determined. In connection with his election, Mr.

On September 27, 2017, the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) approved the Jacobs Engineering Group Inc. Executive Deferral Plan (the “EDP”) for the benefit of certain members of management and highly compensated employees of the Company and its subsidiaries selected by the Board or a committee of the Board (the “Committee”). The EDP is effective on January 1, 2018 and replaces the Company’s 2005 Executive Deferral Plan (the “2005 Deferral Plan”) with respect to compensation deferred under the plan that in the absence of a deferral election otherwise would be received by the participant on or after January 1, 2018, including, for the avoidance of doubt, equity awards granted after the date of adoption of the EDP but prior to January 1, 2018.

Election of New Director On January 19, 2017, the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) elected Robert McNamara to serve as a director of the Company until the annual meeting of shareholders in 2018. Mr. McNamara has been appointed to serve on the Audit Committee of the Board. The Board, after consideration of all facts and circumstances, affirmatively determined that Mr. McNamara is an independent director under the independence standards of the New York Stock Exchange (the “NYSE”) and the Company’s guidelines for determining independence. The Board also determined that Mr. McNamara is “financially literate” as required by the NYSE listed company manual, as such qualification is interpreted by the Board in its business judgment. In connection with his election, Mr.

On October 13, 2016, Jacobs Engineering Group Inc. (the “Company”) appointed William Benton Allen, Jr. as Senior Vice President, Chief Accounting Officer and the principal accounting officer of the Company. Mr. Allen, age 52, previously worked at Lyondellbasell Industries, N.V., a multinational plastics, chemical and refining company, as Corporate Vice President, Finance and Principal Accounting Officer from 2013 to 2016. Prior to joining Lyondellbasell Industries, N.V., Mr. Allen worked at Albemarle Corporation, a global specialty chemicals company, as Vice President, Corporate Controller and Chief Accounting Officer from 2009 to 2013 and as Chief Financial Officer of the Catalysts Business Segment from 2007 to 2009. Pursuant to the offer letter between the Company and Mr. Allen (the “Offer Letter”), Mr.

On May 26, 2016, Philip J. Stassi, one of the named executive officers of Jacobs Engineering Group Inc. (the “Company”), advised the Company that he intends to retire. In connection with his retirement, Mr. Stassi and the Company entered into a Retirement Agreement (the “Agreement”) pursuant to which Mr. Stassi will resign his position as an executive officer of the Company on July 1, 2016 and thereafter serve as an advisor to the Company’s Chief Executive Officer on a part-time basis until June 30, 2017. Under the Agreement, Mr. Stassi will continue to be eligible to receive an incentive cash bonus for fiscal 2016 calculated on the basis of previously established fiscal 2016 performance goals. Subject to Mr. Stassi’s non-revocation of the Agreement, as consideration for entering into the Agreement, Mr.

Director or officer change (Item 5.02). Open the filing for details.