TETRA TECH INC, DEF 14A filed on 1/16/2025
Proxy Statement (definitive)
v3.24.4
Cover
 12 Months Ended
Sep. 29, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Tetra Tech, Inc.
Entity Central Index Key 0000831641
v3.24.4
Pay vs Performance Disclosure
pure in Millions
 12 Months Ended
Sep. 29, 2024
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Oct. 03, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered fiscal year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis
Pay Versus Performance Table
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of Initial Fixed $100
Invested Based On:
 ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Year1
​ ​ ​
SCT Total
Compensation
for CEO
 ​ ​ ​
Compensation
Actually
Paid to CEO2
 ​ ​ ​
Average
SCT Total
Compensation
for Other
NEOs
 ​ ​ ​
Average
Compensation
Actually Paid to
Other NEOs3
 ​ ​ ​
Company
TSR
 ​ ​ ​
Peer
Group4
 ​ ​ ​
Net
Income
($M)
 ​ ​ ​
Revenue5
($M)
 ​
​ 2024 ​ ​ ​
$12,560,342
​ ​ ​
$24,898,843
​ ​ ​
$2,674,252
​ ​ ​
$4,579,192
​ ​ ​
$263.94
​ ​ ​
$203.12
​ ​ ​
$333.4
​ ​ ​
$5,198.7
​
​ 2023 ​ ​ ​
$11,885,517
​ ​ ​
$16,020,470
​ ​ ​
$2,595,666
​ ​ ​
$3,337,863
​ ​ ​
$169.64
​ ​ ​
$144.75
​ ​ ​
$273.4
​ ​ ​
$4,522.6
​
​ 2022 ​ ​ ​
$10,331,897
​ ​ ​
$9,306,681
​ ​ ​
$2,318,379
​ ​ ​
$2,065,988
​ ​ ​
$142.49
​ ​ ​
$109.24
​ ​ ​
$263.1
​ ​ ​
$3,504.0
​
​ 2021 ​ ​ ​
$7,908,335
​ ​ ​
$18,481,077
​ ​ ​
$2,109,249
​ ​ ​
$3,740,891
​ ​ ​
$167.37
​ ​ ​
$113.29
​ ​ ​
$232.8
​ ​ ​
$3,212.5
​
​
Notes:
1 The CEO and other NEOs for the indicated years were as follows: (i) for 2024, our PEO was Batrack and our other NEOs were Burdick, Shoemaker, Hopson, and Argus (ii) for 2023, our PEO was Batrack and our other NEOs were Burdick, Shoemaker, Hopson, and Argus, (iii) for 2022, our CEO was Batrack and our other NEOs were Burdick, Shoemaker, Amidon, and Hopson, (iv) and for 2021, our CEO was Batrack and our other NEOs were Burdick, Shoemaker, Argus, and Hopson.
2 Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
​
Fiscal Year
​ ​ ​
Summary Compensation
Table Total
 ​ ​ ​
Adjustment to Summary
Compensation Table Total1
 ​ ​ ​
Compensation
Actually Paid
 ​
​
2024
 ​ ​ ​
$12,560,342
​ ​ ​
$12,338,501
​ ​ ​
$24,898,843
​
​
2023
 ​ ​ ​
$11,885,517
​ ​ ​
$4,134,953
​ ​ ​
$16,020,470
​
​
2022
 ​ ​ ​
$10,331,897
​ ​ ​
($1,025,216)
​ ​ ​
$9,306,681
​
​
2021
 ​ ​ ​
$7,908,335
​ ​ ​
$10,572,742
​ ​ ​
$18,481,077
​
1 See table below for calculation of Adjustment to Summary Compensation Table Total
​
Fiscal Year
​ ​ ​
Deduction of
Grant Date Fair
Value of Current
Year Equity Awards
 ​ ​ ​
Addition of
Fair Value
of Current
Year Equity
Awards at FYE
 ​ ​ ​
Deduction for
Awards Granted
in Prior Years
that Fail to Meet
Vesting Criteria
 ​ ​ ​
Additions
(Deductions)
for Change in
Value of Prior
Years’ Awards
Unvested at FYE
 ​ ​ ​
Additions
(Deductions)
for Change in
Value of Prior
Years’ Awards
That Vested
in Fiscal Year
 ​ ​ ​
Dollar Value of
Dividends not
Otherwise Reflected
in the Fair Value for
Covered Fiscal Year
 ​ ​ ​
Adjustment
to Summary
Compensation
Table Total
 ​
​
2024
 ​ ​ ​
$(7,985,017)
​ ​ ​
$11,903,114
​ ​ ​
$0
​ ​ ​
$7,892,963
​ ​ ​
$479,919
​ ​ ​
$47,522
​ ​ ​
$12,338,501
​
​
2023
 ​ ​ ​
$(6,859,003)
​ ​ ​
$6,239,770
​ ​ ​
$0
​ ​ ​
$2,833,515
​ ​ ​
$1,853,143
​ ​ ​
$67,527
​ ​ ​
$4,134,953
​
​
2022
 ​ ​ ​
$(6,281,608)
​ ​ ​
$3,979,305
​ ​ ​
$0
​ ​ ​
$(1,831,074)
​ ​ ​
$3,024,666
​ ​ ​
$83,495
​ ​ ​
$(1,025,216)
​
​
2021
 ​ ​ ​
$(4,601,813)
​ ​ ​
$5,668,783
​ ​ ​
$0
​ ​ ​
$6,914,928
​ ​ ​
$2,516,496
​ ​ ​
$74,348
​ ​ ​
$10,572,742
​
3 Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
​
Fiscal Year
​ ​ ​
Average Summary
Compensation Table
Total
 ​ ​ ​
Adjustment to Average
Summary Compensation
Table Total1
 ​ ​ ​
Average
Compensation
Actually Paid
 ​
​
2024
 ​ ​ ​
$2,674,252
​ ​ ​
$1,904,939
​ ​ ​
$4,579,192
​
​
2023
 ​ ​ ​
$2,595,666
​ ​ ​
$742,198
​ ​ ​
$3,337,863
​
​
2022
 ​ ​ ​
$2,318,379
​ ​ ​
$(252,392)
​ ​ ​
$2,065,988
​
​
2021
 ​ ​ ​
$2,109,249
​ ​ ​
$1,631,643
​ ​ ​
$3,740,891
​
1 See table below for calculation of Adjustment to Average Summary Compensation Table Total
​
Fiscal Year
​ ​ ​
Deduction of
Grant Date Fair
Value of Current
Year Equity
Awards
 ​ ​ ​
Addition of Fair
Value of Current
Year Equity
Awards at FYE
 ​ ​ ​
Additions
(Deductions) for
Change in Value of
Prior Years’ Awards
Unvested at FYE
 ​ ​ ​
Additions
(Deductions) for
Change in Value of
Prior Years’ Awards
That Vested in
Fiscal Year
 ​ ​ ​
Dollar Value of
Dividends not
Otherwise Reflected
in the Fair Value for
Covered FY
 ​ ​ ​
Adjustment to
Average Summary
Compensation
Table Total
 ​
​
2024
​ ​ ​
$(1,140,651)
​ ​ ​
$1,700,334
​ ​ ​
$1,247,331
​ ​ ​
$91,137
​ ​ ​
$6,789
​ ​ ​
$1,904,939
​
​
2023
​ ​ ​
$(1,028,804)
​ ​ ​
$935,927
​ ​ ​
$520,160
​ ​ ​
$303,504
​ ​ ​
$11,411
​ ​ ​
$742,198
​
​
2022
​ ​ ​
$(1,024,644)
​ ​ ​
$649,101
​ ​ ​
$(335,039)
​ ​ ​
$441,571
​ ​ ​
$16,620
​ ​ ​
$(252,392)
​
​
2021
​ ​ ​
$(934,781)
​ ​ ​
$1,151,515
​ ​ ​
$1,068,729
​ ​ ​
$333,464
​ ​ ​
$12,715
​ ​ ​
$1,631,643
​
4 For each indicated covered year, the peer group was composed of the following companies:
FY 2021: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, ManTech International Corp., Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2022: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2023: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2024: AECOM, Booz Allen Hamilton Holding Co., CACI International, Clarivate Plc, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Maximus Inc., Parsons Corp., Science Applications International, Stantec Inc., and Verisk Analytics
For 2024, AECOM, Clarivate Plc, Maximus Inc., and Verisk Analytics were added to the Peer Group. WSP Global was removed from the group. These changes were made to reflect the peers of the Company in light of changes to the Company’s size, in part due to the acquisition of RPS Group. Using the group from fiscal year 2023, the peer group TSR would be as follows: (i) 2024: $250.45; 2023: $173.28; 2022: $140.27; 2021: $124.91
5 In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year. The Company determined revenue, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.
     
Company Selected Measure Name Revenue      
Named Executive Officers, Footnote
1 The CEO and other NEOs for the indicated years were as follows: (i) for 2024, our PEO was Batrack and our other NEOs were Burdick, Shoemaker, Hopson, and Argus (ii) for 2023, our PEO was Batrack and our other NEOs were Burdick, Shoemaker, Hopson, and Argus, (iii) for 2022, our CEO was Batrack and our other NEOs were Burdick, Shoemaker, Amidon, and Hopson, (iv) and for 2021, our CEO was Batrack and our other NEOs were Burdick, Shoemaker, Argus, and Hopson.
     
Peer Group Issuers, Footnote
4 For each indicated covered year, the peer group was composed of the following companies:
FY 2021: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, ManTech International Corp., Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2022: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2023: Booz Allen Hamilton Holding Co., CACI International, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Parsons Corp., Science Applications International, Stantec Inc., and WSP Global
FY 2024: AECOM, Booz Allen Hamilton Holding Co., CACI International, Clarivate Plc, Dycom Industries, FTI Consulting, ICF International, KBR Inc., Leidos Holdings, Maximus Inc., Parsons Corp., Science Applications International, Stantec Inc., and Verisk Analytics
For 2024, AECOM, Clarivate Plc, Maximus Inc., and Verisk Analytics were added to the Peer Group. WSP Global was removed from the group. These changes were made to reflect the peers of the Company in light of changes to the Company’s size, in part due to the acquisition of RPS Group. Using the group from fiscal year 2023, the peer group TSR would be as follows: (i) 2024: $250.45; 2023: $173.28; 2022: $140.27; 2021: $124.91
     
PEO Total Compensation Amount $ 12,560,342 $ 11,885,517 $ 10,331,897 $ 7,908,335
PEO Actually Paid Compensation Amount $ 24,898,843 16,020,470 9,306,681 18,481,077
Adjustment To PEO Compensation, Footnote
2 Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
​
Fiscal Year
​ ​ ​
Summary Compensation
Table Total
 ​ ​ ​
Adjustment to Summary
Compensation Table Total1
 ​ ​ ​
Compensation
Actually Paid
 ​
​
2024
 ​ ​ ​
$12,560,342
​ ​ ​
$12,338,501
​ ​ ​
$24,898,843
​
​
2023
 ​ ​ ​
$11,885,517
​ ​ ​
$4,134,953
​ ​ ​
$16,020,470
​
​
2022
 ​ ​ ​
$10,331,897
​ ​ ​
($1,025,216)
​ ​ ​
$9,306,681
​
​
2021
 ​ ​ ​
$7,908,335
​ ​ ​
$10,572,742
​ ​ ​
$18,481,077
​
1 See table below for calculation of Adjustment to Summary Compensation Table Total
​
Fiscal Year
​ ​ ​
Deduction of
Grant Date Fair
Value of Current
Year Equity Awards
 ​ ​ ​
Addition of
Fair Value
of Current
Year Equity
Awards at FYE
 ​ ​ ​
Deduction for
Awards Granted
in Prior Years
that Fail to Meet
Vesting Criteria
 ​ ​ ​
Additions
(Deductions)
for Change in
Value of Prior
Years’ Awards
Unvested at FYE
 ​ ​ ​
Additions
(Deductions)
for Change in
Value of Prior
Years’ Awards
That Vested
in Fiscal Year
 ​ ​ ​
Dollar Value of
Dividends not
Otherwise Reflected
in the Fair Value for
Covered Fiscal Year
 ​ ​ ​
Adjustment
to Summary
Compensation
Table Total
 ​
​
2024
 ​ ​ ​
$(7,985,017)
​ ​ ​
$11,903,114
​ ​ ​
$0
​ ​ ​
$7,892,963
​ ​ ​
$479,919
​ ​ ​
$47,522
​ ​ ​
$12,338,501
​
​
2023
 ​ ​ ​
$(6,859,003)
​ ​ ​
$6,239,770
​ ​ ​
$0
​ ​ ​
$2,833,515
​ ​ ​
$1,853,143
​ ​ ​
$67,527
​ ​ ​
$4,134,953
​
​
2022
 ​ ​ ​
$(6,281,608)
​ ​ ​
$3,979,305
​ ​ ​
$0
​ ​ ​
$(1,831,074)
​ ​ ​
$3,024,666
​ ​ ​
$83,495
​ ​ ​
$(1,025,216)
​
​
2021
 ​ ​ ​
$(4,601,813)
​ ​ ​
$5,668,783
​ ​ ​
$0
​ ​ ​
$6,914,928
​ ​ ​
$2,516,496
​ ​ ​
$74,348
​ ​ ​
$10,572,742
​
     
Non-PEO NEO Average Total Compensation Amount $ 2,674,252 2,595,666 2,318,379 2,109,249
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,579,192 3,337,863 2,065,988 3,740,891
Adjustment to Non-PEO NEO Compensation Footnote
3 Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
​
Fiscal Year
​ ​ ​
Average Summary
Compensation Table
Total
 ​ ​ ​
Adjustment to Average
Summary Compensation
Table Total1
 ​ ​ ​
Average
Compensation
Actually Paid
 ​
​
2024
 ​ ​ ​
$2,674,252
​ ​ ​
$1,904,939
​ ​ ​
$4,579,192
​
​
2023
 ​ ​ ​
$2,595,666
​ ​ ​
$742,198
​ ​ ​
$3,337,863
​
​
2022
 ​ ​ ​
$2,318,379
​ ​ ​
$(252,392)
​ ​ ​
$2,065,988
​
​
2021
 ​ ​ ​
$2,109,249
​ ​ ​
$1,631,643
​ ​ ​
$3,740,891
​
1 See table below for calculation of Adjustment to Average Summary Compensation Table Total
​
Fiscal Year
​ ​ ​
Deduction of
Grant Date Fair
Value of Current
Year Equity
Awards
 ​ ​ ​
Addition of Fair
Value of Current
Year Equity
Awards at FYE
 ​ ​ ​
Additions
(Deductions) for
Change in Value of
Prior Years’ Awards
Unvested at FYE
 ​ ​ ​
Additions
(Deductions) for
Change in Value of
Prior Years’ Awards
That Vested in
Fiscal Year
 ​ ​ ​
Dollar Value of
Dividends not
Otherwise Reflected
in the Fair Value for
Covered FY
 ​ ​ ​
Adjustment to
Average Summary
Compensation
Table Total
 ​
​
2024
​ ​ ​
$(1,140,651)
​ ​ ​
$1,700,334
​ ​ ​
$1,247,331
​ ​ ​
$91,137
​ ​ ​
$6,789
​ ​ ​
$1,904,939
​
​
2023
​ ​ ​
$(1,028,804)
​ ​ ​
$935,927
​ ​ ​
$520,160
​ ​ ​
$303,504
​ ​ ​
$11,411
​ ​ ​
$742,198
​
​
2022
​ ​ ​
$(1,024,644)
​ ​ ​
$649,101
​ ​ ​
$(335,039)
​ ​ ​
$441,571
​ ​ ​
$16,620
​ ​ ​
$(252,392)
​
​
2021
​ ​ ​
$(934,781)
​ ​ ​
$1,151,515
​ ​ ​
$1,068,729
​ ​ ​
$333,464
​ ​ ​
$12,715
​ ​ ​
$1,631,643
​
     
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_peergrouptsr-pn.jpg]
     
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvsnetincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_capvsrevenue-pn.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_peergrouptsr-pn.jpg]      
Tabular List, Table
Company’s Most Important Financial Performance Measures
The following were the most important financial performance measures (and non-financial performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year.
•
Revenue
​
•
Net Revenue
​
•
Operating Income
​
•
Earnings per Share
​
•
Cash Provided by Operations
​
All of the information provided above under the “Pay Versus Performance Disclosure” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
      
Total Shareholder Return Amount $ 263.94 169.64 142.49 167.37
Peer Group Total Shareholder Return Amount 203.12 144.75 109.24 113.29
Net Income (Loss) $ 333,400,000 $ 273,400,000 $ 263,100,000 $ 232,800,000
Company Selected Measure Amount 5,198.7 4,522.6 3,504.0 3,212.5
PEO Name Batrack      
Peer Group Total Shareholder Return Amount Due to Acquisition $ 250.45 $ 173.28 $ 140.27 $ 124.91
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Non-GAAP Measure Description
5 In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year. The Company determined revenue, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Operating Income      
Measure:: 4        
Pay vs Performance Disclosure        
Name Earnings per Share      
Measure:: 5        
Pay vs Performance Disclosure        
Name Cash Provided by Operations      
PEO | Total Net Adjustments For Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 12,338,501 4,134,953 (1,025,216) 10,572,742
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (7,985,017) (6,859,003) (6,281,608) (4,601,813)
PEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,903,114 6,239,770 3,979,305 5,668,783
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,892,963 2,833,515 (1,831,074) 6,914,928
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 479,919 1,853,143 3,024,666 2,516,496
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 47,522 67,527 83,495 74,348
Non-PEO NEO | Total Net Adjustments For Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,904,939 742,198 (252,392) 1,631,643
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,140,651) (1,028,804) (1,024,644) (934,781)
Non-PEO NEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,700,334 935,927 649,101 1,151,515
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,247,331 520,160 (335,039) 1,068,729
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,789 11,411 16,620 12,715
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 91,137 $ 303,504 $ 441,571 $ 333,464