Board Committees

Tetra Tech's Board of Directors is currently comprised of nine members. Directors are elected annually for one-year terms.

The Board of Directors has responsibility for the strategic decisions of the Company and all shareholder-related matters. View our Board of Directors here.

Board Committees Graphic

Audit Committee Charter
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Strategic Planning and Enterprise Risk Committee Charter

Audit Committee Charter

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1. Purpose

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tetra Tech, Inc. (the “Company”), and is responsible for oversight of (i) the Company’s financial reporting process and the adequacy of its internal controls over financial reporting, (ii) the independence and performance of the Company's external and internal accountants, and (iii) the financial regulatory and legal compliance issues relating to the Company's financial statements.

The Committee will fulfill these responsibilities by carrying out the activities enumerated in Section 3 of this Charter.  The Committee shall have the authority to retain independent legal, accounting or other consultants to advise the Committee.  The Committee shall have full and direct access to any officer or employee of the Company, the Company’s internal accountants and its independent accountants as necessary to carry out these responsibilities.  However, the Committee’s function is one of oversight only.  It is the responsibility of the Company’s management to prepare financial statements that accurately and fairly present the Company’s financial results and condition in accordance with generally accepted accounting principles in the United States, and it is the responsibility of the independent accountants to audit the financial statements and to express an opinion thereon.

2. Composition of the Committee

The Committee shall be comprised of not less than three directors, each of whom will be independent as required by Section 10A(m) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), and the rules of The Nasdaq Stock Market (“Nasdaq”).  No member of the Committee shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the preceding three years.  Each appointed Committee member shall be subject to annual reconfirmation and may be removed by the Board at any time.  No member of the Committee may, other than in his or her capacity as a member of the Committee, the Board or any other Board committee, (i) accept any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof, or (ii) be an affiliated person of the Company or any subsidiary thereof.

All members of the Committee shall be financially literate and at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background and qualifies as an “audit committee financial expert” as defined in rules promulgated by the SEC.

3. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

  1. Review the significant accounting principles, policies and practices followed by the Company in accounting for and reporting its financial results of operations in accordance with generally accepted accounting principles (“GAAP”).
  2. Review the Company’s annual audited financial statements, related disclosures, including the MD&A portion of the Company’s filings, and discuss with the independent accountants the matters required to be discussed by Statement of Auditing Standards No. 61, as amended, including (a) the quality as well as acceptability of the accounting principles applied in the financial statements, and (b) new or changed accounting policies; significant estimates, judgments, uncertainties or unusual transactions; and accounting policies relating to the significant financial statement items. The Committee shall recommend to the Board the inclusion of the annual audited financial statements in the Company’s Form 10-K.
  3. Review the Company’s internal controls over financial reporting.
  4. Review any management letters or internal control reports prepared by the independent accountants and the Company’s management responses to management letters, and review with the independent accountants the Company’s internal controls over financial reporting.
  5. Review the effectiveness of the independent audit effort, including approval of the scope and staffing of, and fees charged in connection with, the annual audit, quarterly reviews and any non-audit services being provided.  Review annually the experience, performance and qualifications of the senior members of the independent accountants’ team.
  6. Be directly responsible for the appointment, retention and oversight of the work of the independent accountants employed to conduct the audit (including resolution of disagreements between the independent accountants and management regarding financial reporting) or other audit, review or attest services.
  7. Pre-approve, and as appropriate set limits on, all audit services and permissible non-audit services by the independent accountants, as set forth in Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC.  The Committee may establish pre-approval policies and procedures for the engagement of independent accountants to render services to the Company.  The Committee shall consider whether the provision of non-audit services is compatible with maintaining the independence of the independent accountants.
  8. Review the hiring policies for any employees or former employees of the independent accountants.
  9. Obtain on an annual basis a formal written statement from the independent accountants delineating all relationships between the accountants and the Company, and review and discuss with the accountants any disclosed relationships or services the accountants have with the Company that may affect the accountants’ independence and objectivity.
  10. Following completion of the annual audit, review separately with the independent accountants any significant difficulties encountered during the course of the audit.  Such review should include any restrictions on the scope of activities or access to required information, and any accounting adjustments that were noted or proposed by the independent accountants and were unrecorded as immaterial or otherwise.
  11. For each of the first three fiscal quarters and at year end, review with management the financial results, and review with the independent accountants the results of their review of the interim financial information and audit of the annual financial statements.  Inquire as to issues on which the national office of the independent accountants was consulted by the Company's audit team.
  12. Review management’s analysis of any significant accounting issues, changes, estimates, judgments or unusual items relating to the financial statements and the adoption, application and effects of critical accounting policies applied by the Company (including an analysis of the effect of alternative GAAP methods) and review with the independent accountants the reports on such subjects delivered pursuant to Section 10A(k) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC.
  13. Be directly responsible for the Company’s Management Audit Department, and review any reports prepared by the Management Audit Department together with the Company’s management responses and resolution of action items required in the management audit reports.
  14. Review on an annual basis the Management Audit Department’s responsibilities, performance, budget and staffing; any changes required in the planned scope of the internal audit; and the coordination between the independent accountants and the Management Audit Department.
  15. Engage and determine funding for such independent professional advisers and counsel as the Committee deems appropriate to carry out its functions hereunder.  The Company shall provide appropriate funding to the Committee, as determined by the Committee, for payment of (a) compensation to the independent accountants for services approved by the Committee, (b) compensation to any outside advisers retained by the Committee, and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  16. Report to the Board on a regular basis on the major events covered by the Committee and make recommendation to the Board and management concerning these matters.
  17. Review and discuss with management financial metrics and measures; financial performance; liquidity/cash flow; tax and treasury strategy; finance discipline; litigation and claims; and SOX compliance in accordance with the Company’s Enterprise Risk Management (ERM) responsibility matrix.
  18. Conduct appropriate review and oversight of related party transactions, as defined by applicable Nasdaq rules, to which the Company is a party.
  19. Review with management, the Company’s General Counsel, the Management Audit Department and the independent accountants any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.  Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.  Review with the Company's General Counsel legal matters that may have a material impact on the financial statements.
  20. Prepare the Audit Committee Report required by SEC rules to be included in the Company's annual proxy statement.
  21. Meet at least quarterly with the independent accountants in a separate session and, if deemed necessary, with the chief financial officer and/or a member of the Management Audit Department in separate sessions.
  22. Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate, including but not limited to the Company’s legal and regulatory compliance.

4. Committee Meetings

The Committee will meet on a regular basis at least four times each year, and will hold special meetings as circumstances require.  The timing of the meetings to be scheduled for an upcoming fiscal year shall be determined by the Committee prior to the beginning of such fiscal year.  In addition, the Committee will meet at any time that the independent accountants believe communication to the Committee is required.

At all Committee meetings, a majority of the total number of members shall constitute a quorum.  All meetings shall be held subject to and in accordance with the applicable sections of the General Corporation Law of the State of Delaware.  Minutes shall be kept of each meeting of the Committee.

Compensation Committee Charter

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1. Purpose

The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tetra Tech, Inc. (the “Company”) to discharge the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer (the “CEO”) and the Company’s other executive officers (collectively, including the CEO, the “Executive Officers”).  The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers.

The Committee will fulfill these responsibilities by carrying out the activities enumerated in Section 3 of this Charter.

2. Composition of the Committee

The Committee shall be comprised of not less than three directors.  The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market.  At least two members of the Committee also shall qualify as “outside” directors within the meaning of Internal Revenue Code Section 162(m) and as “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee.  One member of the Committee shall be appointed as Committee Chairman by the Board.  Committee members may be replaced by the Board.

3. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

  1. At least annually, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers.  With respect to the Chief Financial Officer, the review and approval shall be done jointly with the Audit Committee.  The review shall include an evaluation of the performance of the Executive Officers in light of the Company’s performance goals and objectives.  The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.
  2. Periodically and as and when appropriate, review and approve the following as they affect the Executive Officers:  (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including the perquisites provided to them during and after employment.
  3. Review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the “SEC”) with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
  4. Review and discuss the annual Compensation Committee Report for inclusion in the Company’s proxy statement relating to the Company’s annual meeting of stockholders in compliance with the rules and regulations promulgated by the SEC.
  5. Review and discuss comments provided by stockholders and proxy advisory firms regarding the Company’s executive compensation.  Based on these comments, consider whether or not any changes need to be made to the compensation plan to address the comments.
  6. Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.
  7. Oversee the Company’s compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirements under the NASDAQ rules that, with limited exceptions, stockholders approve equity compensation plans.
  8. Review director and executive officer stock ownership in accordance with the Company’s Stock Ownership Guidelines.
  9. Review and discuss with management incentives and rewards in accordance with the Company’s Enterprise Risk Management (ERM) responsibility matrix.
  10. Make recommendations to the Board with respect to incentive-based compensation plans, equity-based plans and executive benefits.
  11. Review and approve all grants of equity awards under the Company’s equity-based plans.
  12. Make regular reports to the Board.
  13. Have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any adviser to assist it in the performance of its duties, but only after taking into consideration factors relevant to the adviser’s independence from management specified in NASDAQ Listing Rule 5606(d)(3).  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.  The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
  14. Form and delegate authority to subcommittees, as the Committee deems appropriate.
  15. Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate, including but not limited to the Company’s legal and regulatory compliance.

4. Committee Meeting

The Committee will meet on a regular basis at least four times each year, and will hold special meetings as circumstances require.  The timing of the meetings to be scheduled for an upcoming fiscal year shall be determined by the Committee prior to the beginning of such fiscal year.

At all Committee meetings, a majority of the total number of members shall constitute a quorum.  The Committee Chairman shall preside at each meeting.  In the event the Committee Chairman is not present at a meeting, the Committee members shall designate one of its members as the acting chair of such meeting.  All meetings shall be held subject to and in accordance with the applicable sections of the General Corporation Law of the State of Delaware.  Minutes shall be kept of each meeting of the Committee.

Nominating and Corporate Governance Committee Charter

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1. Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tetra Tech, Inc. (the “Company”) to (i) select the individuals qualified to serve on the Board (consistent with criteria that the Board has approved) for election by stockholders at each annual meeting of stockholders and to fill vacancies on the Board; (ii) develop, recommend to the Board, and assess corporate governance policies for the Company; and (iii) oversee the evaluation of the Board.

The Committee will fulfill these responsibilities by carrying out the activities enumerated in Section 3 of this Charter.

2. Composition of the Committee

The Committee shall be comprised of not less than three directors.  The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market.

The members of the Committee shall be appointed by the Board.  One member of the Committee shall be appointed as Committee Chairman by the Board.  Committee members may be replaced by the Board.

3. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

  1. Periodically assess, develop and communicate with the full Board concerning the appropriate criteria for nominating and appointing directors, including (a) the Board’s size and composition; (b) corporate governance policies, applicable listing standards and laws; (c) individual director expertise, experience, qualifications, attributes, skills and willingness to serve actively; (d) the number of other public and private company boards on which a director candidate serves; (e) consideration of director nominees proposed or recommended by stockholders and related policies and procedures; and (f) other appropriate factors.
  2. Recommend to the Board the individuals to be nominated for nomination as directors at each annual meeting of stockholders and appoint individuals to fill vacancies on the Board, subject to legal rights, if any, of third parties to nominate or appoint directors. The Committee shall conduct the appropriate inquiries into the backgrounds and qualifications of candidates.
  3. Recommend to the Board the appointees to be selected by the Board for service on the committees of the Board.
  4. Develop and no less frequently than annually assess and make recommendations to the Board concerning appropriate corporate governance policies, including those relating to the retirement of directors. The Committee shall have oversight of the Company’s corporate governance guidelines and policies governing the full Board as they relate to matters concerning the selection of individuals to serve on the Board. The corporate governance guidelines for the Company are incorporated in this Charter.
  5. Oversee an annual review of the performance of the full Board and each committee of the Board, and report the results thereof to the full Board.
  6. Review and reassess annually the adequacy of the various committee charters and recommend any proposed changes to the Board for approval.
  7. Makes recommendation to the Board on changes in the compensation of non-employee Directors.
  8. Review the succession plans relating to the positions held by the Company’s corporate officers and make recommendations to the Board with respect to the selection of individuals to occupy these positions.
  9. Review and discuss with management matters concerning the Company’s Code of Conduct and anti-fraud policies in accordance with the Company’s Enterprise Risk Management (ERM) responsibility matrix.
  10. Consider any conflict of interest issues between Board members or corporate officers and the Company.
  11. Make regular reports to the Board.
  12. Have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any adviser to assist it in the performance of its duties.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.  The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
  13. Form and delegate authority to subcommittees, as the Committee deems appropriate.
  14. Perform any other activities consistent with this Charter, the Company’s corporate governance documents and applicable listing standards, laws and regulations as the Committee or the Board considers appropriate, including but not limited to the Company’s legal and regulatory compliance.

4. Committee Meetings

The Committee will meet on a regular basis at least four times each year, and will hold special meetings as circumstances require. The timing of the meetings to be scheduled for an upcoming fiscal year shall be determined by the Committee prior to the beginning of such fiscal year.

At all Committee meetings, a majority of the total number of members shall constitute a quorum. The Committee Chairman shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members shall designate one of its members as the acting chair of such meeting. All meetings shall be held subject to and in accordance with the applicable sections of the General Corporation Law of the State of Delaware. Minutes shall be kept of each meeting of the Committee.

Strategic Planning and Enterprise Risk Committee Charter

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1. Purpose

The Strategic Planning and Enterprise Risk Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tetra Tech, Inc. (the “Company”) principally to oversee the Company’s long-term strategy.

The Committee will fulfill its responsibilities by carrying out the activities enumerated in Section 3 of this Charter.

2. Composition of the Committee

The Committee shall be comprised of not less than three directors.  At least a majority of the members of the Committee shall meet the independence requirements of the NASDAQ Stock Market.

The members of the Committee shall be appointed by the Board.  One member of the Committee shall be appointed as Committee Chairman by the Board.  Committee members may be replaced by the Board.

3. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

  1. Oversee the Company’s strategic planning process.  Work with management to plan, schedule and set agenda for the annual Strategic Planning and Enterprise Risk meeting.
  2. As part of the annual Strategic Planning and Enterprise Risk meeting, review and recommend to the Board certain strategic decisions regarding exit from existing lines of business and entry into new lines of business, acquisitions, joint ventures, investments or dispositions of businesses and assets, and the financing of related transactions, and review and approve management’s capital allocation strategy.
  3. As requested by management, review the Company’s bid and proposal strategy for contracts that present high risk to the financial health of the Company.
  4. Oversee the Company’s Enterprise Risk Management (ERM) policies and procedures and working with the Company’s Risk Management Officer on ERM reports to the Board.
  5. As determined by executive management, review any changes in technology and regulatory trends to assess the impact of technology and regulatory changes on business strategy and resource allocation.
  6. Make regular reports to the Board.
  7. Have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any adviser to assist it in the performance of its duties.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.  The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
  8. Form and delegate authority to subcommittees, as the Committee deems appropriate.
  9. Perform any other activities consistent with this Charter, the Company’s corporate governance documents and applicable listing standards, laws and regulations as the Committee or the Board considers appropriate, including but not limited to the Company’s legal and regulatory compliance.

4. Committee Meetings

The Committee will meet on a regular basis at least two times each year, and will hold special meetings as circumstances require.  The timing of the meetings to be scheduled for an upcoming fiscal year shall be determined by the Committee prior to the beginning of such fiscal year.

At all Committee meetings, a majority of the total number of members shall constitute a quorum.  The Committee Chairman shall preside at each meeting.  In the event the Committee Chairman is not present at a meeting, the Committee members shall designate one of its members as the acting chair of such meeting.  All meetings shall be held subject to and in accordance with the applicable sections of the General Corporation Law of the State of Delaware.  Minutes shall be kept of each meeting of the Committee.