NEWS RELEASE
August 2, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 2, 2024, Tetra Tech, Inc. (the “Company”) announced that John M. Douglas has been appointed to the Board of Directors of the Company (the “Board”), effective September 30, 2024, to serve until the next Annual Meeting of Stockholders or until his successor has been duly chosen and qualified. The Board will consist of seven members, including Mr. Douglas, at that time. He will serve as a member of the Compensation Committee and Nominating and Corporate Governance Committee.
Mr. Douglas, 62, most recently served as the Chief Execuive Officer of RPS Group Plc, a UK-listed consultancy delivering high-end solutions in energy transformation, water, and program management, from 2017 to 2023. He also was a member of RPS Group’s board of directors. From 2011 to 2016, Mr. Douglas served as Chief Executive Officer of Coffey International Limited, an Australian-listed consulting and engineering firm. Prior to joining Coffey, Mr. Douglas was Chief Executive Officer of Australian-listed Boral Australian Construction Materials from 2004 to 2010. He also held various leadership roles in management and planning at Boral from 1995 to 2004. He previously worked as a consultant at Boston Consulting Group from 1991 to 1995. Mr. Douglas holds a Master of Business Administration from London Business School and a Bachelor of Civil Engineering from Adelaide University. He also attended the Advanced Management Program at Harvard Business School and studied law at the University of Sydney.
Mr. Douglas will receive compensation for his service as a non-employee director in accordance with the Company’s non-employee director compensation program. Under this program, Mr. Douglas will receive (1) an annual retainer of $110,000; (2) $2,000 for each meeting attended, when the number of Board meetings during the year has exceeded eight; and (3) an annual long-term equity award with a grant date fair value of $175,000, consisting sixty percent of performance stock units and forty percent of restricted stock units, each pro-rated for the portion of time that he is expected to serve as a director of the Company before the next annual award.
In coordination with the appointment of Mr. Douglas, Joanne M. Maguire notified the Company on July 29, 2024 of her decision to retire as a member of the Board, effective September 30, 2024, the first day of the Company’s new fiscal year. Ms. Maguire did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
| Item 8.01. | Other Events. |
On August 2, 2024, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| 99.1 Press Release, dated August 2, 2024. | ||
| 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TETRA TECH, INC. | ||
| Date: August 2, 2024 | By: | /s/ Dan L. BATRACK |
| Dan L. Batrack | ||
| Chairman and Chief Executive Officer | ||
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Exhibit 99.1
| | NEWS RELEASE August 2, 2024 |
Tetra Tech Appoints John M. Douglas as New Board Member
Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services in water, environment, and sustainable infrastructure, announced today that the Board of Directors has appointed John M. Douglas as its newest Board Member. Mr. Douglas joins the Board effective September 30, 2024, and will serve on the Compensation and the Nominating and Corporate Governance Committees.
Mr. Douglas brings to Tetra Tech’s Board over 40 years of experience in global operations, leadership, strategy, and project management at public companies providing technology-enabled consulting services across a range of sectors. He most recently served as the Chief Executive Officer of RPS Group Plc, a UK-listed consultancy delivering high-end solutions in energy transformation, water, and program management, from 2017 to 2023. He also was a member of RPS Group’s board of directors.
From 2011 to 2016, Mr. Douglas served as Chief Executive Officer of Coffey International Limited, an Australian-listed consulting and engineering firm. Prior to joining Coffey, Mr. Douglas was Chief Executive Officer of Australian-listed Boral Australian Construction Materials from 2004 to 2010. He also held various leadership roles in management and planning at Boral from 1995 to 2004. He previously worked as a consultant at Boston Consulting Group from 1991 to 1995.
“Tetra Tech is pleased to welcome Mr. Douglas, who brings extraordinary experience in leading global public companies by embracing innovation and harnessing the power of technology,” said Dan Batrack, Tetra Tech Chairman and CEO. “His unique experience allows him to provide strategic insight as we address global priorities in the water, environment, and sustainable infrastructure markets.”
Mr. Douglas holds a Master of Business Administration from London Business School and a Bachelor of Civil Engineering from Adelaide University. He also attended the Advanced Management Program at Harvard Business School and studied law at the University of Sydney.
In coordination with the appointment of Mr. Douglas to the Company’s Board, Joanne M. Maguire will retire as a member of the Board, effective September 30, 2024, the first day of the Company’s new fiscal year.
Mr. Batrack said, “Tetra Tech thanks Ms. Maguire for her dedicated service to our Board and valuable contributions during a time of tremendous growth and record-breaking performance for the Company.”
About Tetra Tech
Tetra Tech is the leader in water, environment, and sustainable infrastructure, providing high-end consulting and engineering services for projects worldwide. With 28,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading with Science® to address the entire water cycle, protect and restore the environment, design sustainable and resilient infrastructure, and support the clean energy transition. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn and Facebook.
CONTACTS:
Jim Wu, Investor Relations
Charlie MacPherson, Media & Public Relations
(626) 470-2844
Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission.
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