AECOMACM

AECOM Stock Compensation Disclosure

10-KFiled Nov 19, 20253 min read
Share-Based Payments
Defined Contribution Plans—Substantially all permanent domestic employees are eligible to participate in defined contribution plans provided by the Company. Under these plans, participants may make contributions into a variety of funds, including a fund that is fully invested in Company stock. Employees are not required to allocate any funds to Company stock; however, the Company does provide an annual Company match in AECOM shares. Employees may generally reallocate their account balances on a daily basis; however, employees classified as insiders are restricted under the Company’s insider trading policy. Compensation expense for the employer contributions related to AECOM stock
issued under defined contribution plans during fiscal years ended September 30, 2025, 2024 and 2023 was $26.0 million, $24.7 million, and $23.1 million, respectively.
Stock Incentive Plans—Under the 2020 Stock Incentive Plan, the Company has up to 11.3 million securities remaining available for future issuance as of September 30, 2025. Stock options may be granted to employees and non-employee directors with an exercise price not less than the fair market value of the stock on the date of grant. Unexercised options expire seven years after date of grant.
The Company grants stock units to employees under its Performance Earnings Program (PEP), whereby units are earned and issued dependent upon meeting established cumulative performance objectives and vest over a three-year service period. Additionally, the Company issues restricted stock units to employees and directors which are earned based on service conditions. The grant date fair value of PEP awards and restricted stock unit awards is primarily based on that day’s closing market price of the Company’s common stock.
Restricted stock unit and PEP unit activity for the year ended September 30 was as follows:
Restricted
Stock Units		Weighted Average Grant-Date Fair ValuePEP UnitsWeighted Average Grant-Date Fair Value
(in millions)(in millions)
Outstanding at September 30, 20221.0$53.05 0.7$60.60 
Granted0.3$83.64 0.2$94.64 
PEP units earned (unearned)—$— 0.2$43.19 
Vested(0.4)$44.35 (0.4)$43.19 
Cancelled(0.1)$62.09 —$71.71 
Outstanding at September 30, 20230.8$68.34 0.7$75.54 
Granted0.3$92.30 0.2$104.66 
PEP units earned (unearned)—$— 0.2$52.50 
Vested(0.3)$50.14 (0.4)$52.50 
Cancelled0.0$77.32 —$89.76 
Outstanding at September 30, 20240.8$83.96 0.7$95.38 
Granted0.2$110.65 0.2$129.28 
PEP units earned (unearned)—$— 0.1$85.46 
Vested(0.2)$75.72 (0.3)$85.46 
Cancelled(0.1)$95.85 (0.1)$109.53 
Outstanding at September 30, 20250.7$95.64 0.6$109.74 
Total compensation expense related to these share-based payments including stock options was $61.4 million, $61.5 million, and $45.9 million during the years ended September 30, 2025, 2024 and 2023, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of September 30, 2025 and 2024 was $106.7 million and $68.7 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years.

Historical Timeline

Fiscal YearFiled
2025Nov 19, 2025Showing above
2024Nov 19, 2024
2023Nov 15, 2023
2022Nov 17, 2022
2021Nov 17, 2021
2020Nov 19, 2020
2019Nov 13, 2019
2018Nov 13, 2018
2017Nov 14, 2017
2016Nov 16, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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