SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Notice of 2018

Annual Meeting of Shareholders and Proxy Statement

Jacobs Engineering Group Inc.

LETTER TO SHAREHOLDERS

FROM OUR CHAIRMAN & CEO

Dear Fellow Shareholder,

There has never been a more exciting time to be at Jacobs. The Company’s performance remains solid, with a foundation built upon our people’s dedication, talent, innovation, commitment to safety and our culture of caring, along with a willingness to create a bridge to a stronger, bigger and better Jacobs.

Governance and Compensation Practices

As your elected fiduciaries, we strongly believe that comprehensive corporate governance oversight, combined with highly talented people executing a compelling strategy, is fundamental to building long-term shareholder value. Furthermore, our Board embraces high levels of integrity and corporate governance processes, with a continuous review and refinement of our practices.

Board Structure – The Board is comprised of 10 members whom together bring rich industry experience and diverse backgrounds. Our Board members are elected on an annual basis under a majority voting standard. The average tenure of our Board members is 8 years, with 4 newly appointed directors within the last 5 years. We plan to add an additional Board member in connection with our planned acquisition of CH2M HILL Companies, Ltd. (“CH2M”).

Oversight – The Board is highly engaged and meets with management on a regular basis to provide strategic guidance, including thorough diligence on acquisition and divestiture opportunities. As part of our focus on oversight, we appointed a lead independent director to ensure independent leadership in the boardroom.

Executive Compensation – We believe in pay for performance executive compensation that incentivizes creating and sustaining long-term shareholder value. The majority of the compensation for our named executive officers is performance-based. This compensation is dependent on the achievement of a combination of both near-term and long-term financial targets. We also hold shareholder advisory votes on “say-on-pay” on an annual basis.

Value Creation Strategy

We began fiscal 2017 with an “investor day” outlining our three-year strategy and showcasing our business and cultural transformation initiatives. Our strategy is based on three key priorities:

Build a High Performance Culture – Reinforce a culture of accountability, inspirational leadership and innovation that will drive long-term outperformance.

Transform the Core – Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence.

Grow Profitably – Execute a balanced strategy focused on organic growth, acquisitions and active management of portfolio of businesses to drive profitable growth in the most attractive sectors and geographies.

Throughout the organization, our culture is the foundation on which we build our reputation of excellence in the markets we serve. This strong foundation is based on our longstanding commitment to safety and integrity, supported by four core values: (1) people are the heart of our business, (2) clients are our valued partners, (3) performance excellence is our commitment, and (4) profitable growth is an imperative.

As part of our effort to transform the core of our business, we completed a restructuring program that we expect will result in annual cost savings of over $289 million. During fiscal 2017, we also invested approximately $30 million in technology modernization and process improvements to enhance our business capabilities and improve client service.

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To reinforce our management’s focus on profitable growth, we introduced a gross margin in backlog metric to our short-term incentive plan and added return on invested capital (ROIC) as a performance metric in our long-term incentive plan. These new metrics align our leaders’ performance more closely with building long-term shareholder value.

As we progressed through fiscal 2017, we demonstrated consistent execution against our financial strategy to achieve profitable growth. In the fourth quarter, revenue inflected to growth and gross margin percentage was 18%, up from 16% in the year ago period.

From an organic growth standpoint, we had a number of significant new project wins in key end-markets. For example, in our Aerospace & Technology business, we were awarded a $4.6 billion follow-on contract for Integrated Research and Development Enterprise Solutions. In our Buildings & Infrastructure business, we signed a historic joint venture agreement with Saudi Aramco to develop new social infrastructure throughout Saudi Arabia and the Middle East region.

In the fourth quarter, we announced our agreement to acquire CH2M. This acquisition is expected to be transformational for Jacobs as the combined company will advance our leadership in priority growth sectors such as Transportation, Social Infrastructure, Water, Nuclear, and Environmental Services. In addition to the CH2M acquisition, in fiscal 2017, we made a number of smaller strategic acquisitions. We acquired Aquenta Consulting Pty Ltd, which strengthened our integrated project services delivery capabilities in Asia-Pacific, and Blue Canopy to further strengthen our capabilities in data analytics, cybersecurity services and application development.

While acquisitions are a component of our strategy, as part of our active portfolio management we also evaluate asset divestures. During the fourth quarter we sold our 40% ownership in Neste Jacobs Oy, a joint venture with Neste Oy which was supporting certain energy operations and clients.

During fiscal 2017, as part of our ongoing commitment to drive long-term shareholder value, we initiated a quarterly dividend of $0.15 per share and repurchased an aggregate of $97.2 million in shares.

In summary, 2017 was a transformative year for Jacobs. We are pleased with the Company’s performance during the year and we remain confident in our ability to execute against our three-year strategic plan to enhance shareholder value, while maintaining our high standards of corporate governance.

We look forward to your attendance at our annual shareholder meeting on January 17^th in New York City.

Steven J. Demetriou
Chairman and Chief Executive Officer

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NOTICE OF 2018

ANNUAL MEETING OF SHAREHOLDERS

When: Wednesday, January 17, 2018, at 4:30 p.m., local time

Where: The Ritz Carlton New York, Battery Park, Manhattan Ballroom, 2 West Street, New York, New York 10004

We are pleased to invite you to join our Board of Directors and senior leadership at Jacobs Engineering Group Inc.’s 2018 Annual Meeting of Shareholders.

By order of the Board of Directors,

Michael R. Tyler

Senior Vice President, General Counsel and Corporate Secretary

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PROXY STATEMENT

We are providing these proxy materials in connection with the 2018 Annual Meeting of Shareholders of Jacobs Engineering Group Inc. (the “Company” or “Jacobs”). This Proxy Statement and the Company’s 2017 Annual Report on Form 10-K were first made available to shareholders and the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card were first mailed to shareholders on or about December 7, 2017. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.

GENERAL

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Wednesday, January 17, 2018, at 4:30 p.m., local time, at The Ritz Carlton New York, Battery Park, Manhattan Ballroom, 2 West Street, New York, New York, 10004, and at any adjournment or postponement thereof.

The principal offices of the Company are located at 1999 Bryan Street, Suite 1200, Dallas, Texas 75201.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of the Company (the “Board of Directors” or “Board”) is soliciting your vote in connection with the Annual Meeting.

What is the purpose of the Annual Meeting?

The Annual Meeting will be the Company’s regular, annual meeting of shareholders. You will be voting on the following matters at the Annual Meeting:

How many votes can be cast by shareholders?

Each share of common stock is entitled to one vote. There is no cumulative voting. There were 120,521,384 shares of common stock outstanding and entitled to vote on November 22, 2017 (the “Record Date”).

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of common stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares are counted as present at the Annual Meeting if you are present at the Annual Meeting and vote in person, a proxy card or voting instruction card has been properly submitted by you or on your behalf, or you have voted

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electronically on the Internet or by telephone. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. A “broker non-vote” is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee, but for which the broker or other nominee (1) lacks the discretionary authority to vote on certain matters, and (2) has not received voting instructions from the beneficial owner in respect of those specific matters.

How many votes are required to elect directors and approve the other proposals?

Proposal No. 1 (Election of Directors): Each director is elected by a majority of the votes cast with respect to such nominee in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Abstentions and broker non-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.

Proposal No. 2 (Advisory Vote to Approve Executive Compensation): The approval of the advisory resolution on the Company’s executive compensation requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the advisory resolution. Broker non-votes will have no effect on the outcome of the advisory votes. The results of advisory votes are not binding on the Board of Directors.

Proposal No. 3 (Ratification of the Appointment of Ernst & Young LLP as Auditors): The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote against the proposal. This proposal is considered a routine matter with respect to which a broker or other nominee can generally vote in their discretion. Therefore, no broker non-votes are expected in connection with this proposal.

How do I vote by proxy?

You can vote your shares by completing and returning the proxy card or voting instruction card that was sent to you or by voting your shares electronically on the Internet or by telephone. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, and returned your proxy card or voting instruction card. Voting instructions are printed on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. You are encouraged to vote by proxy as soon as possible, even if you plan to attend the Annual Meeting in person.

What if I don’t vote on some of the proposals?

If you return your signed proxy card or voting instruction card in the envelope provided to you but do not mark selections, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to such selections. Similarly, when you vote electronically on the Internet and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors with respect to the matters on which you did not vote. In connection therewith, the Board of Directors has designated Mr. Steven Demetriou, Mr. Kevin Berryman and Mr. Michael R. Tyler as proxies. Shareholders that vote by telephone must vote on each matter. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, or by Internet or telephone, your shares will be voted in accordance with your instructions.

What if I hold my shares in a brokerage account or through a bank or other nominee?

If you are a beneficial owner and hold your shares in street name through a broker, bank or other nominee and do not return the voting instruction card, the broker, bank or other nominee will vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of independent registered public accounting firms, but do not have discretion to vote on the election of directors or on any advisory vote regarding the Company’s executive compensation. If you hold shares directly and through a broker, bank or other nominee, you may receive both a proxy voting card from the Company and a voting instruction card from your broker, bank or other nominee. You are encouraged to vote all proxy cards and voting instruction cards you receive as soon as possible.

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Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials and soliciting proxies. In addition to this solicitation of proxies by mail, the Company’s directors, officers, and other employees may solicit proxies by personal interview, telephone, facsimile, or electronic communication. These individuals will not be paid any additional compensation above their regular salaries and wages for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a total fee of up to $20,000 plus reimbursement of expenses. MacKenzie Partners, Inc. may solicit proxies in person, by telephone or electronic communication.

Can I change or revoke my vote?

Yes. Even if you sign and return the proxy card or voting instruction card in the form provided to you, vote by telephone, or vote electronically on the Internet, you retain the power to revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting. You can revoke your proxy or change your vote at any time before that deadline by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy or voting instruction card or by submitting a later-dated vote by telephone or electronically on the Internet or by voting in person at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete, and deliver a proxy from your broker, bank or other nominee.

Whom can I contact if I have questions or need assistance in voting my shares?

Please contact MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies, at:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Toll-Free: (800) 322-2885

or

Collect: (212) 929-5500

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

MEMBERS OF THE BOARD OF DIRECTORS

Summarized in the following pages are the specific experience, qualifications and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors.

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Director Experience Matrix

Competencies / Attributes Joseph Bronson Juan José Suárez Coppel Robert C. Davidson, Jr. Steven J. Demetriou General Ralph E. Eberhart Dawne S. Hickton Linda Fayne Levinson Robert A. McNamara Peter J. Robertson Christopher M.T. Thompson COMPLIANCE CONSIDERATIONS Independent Director Audit Committee Financial Expert (SEC Rules) Financially Literate (NYSE Rules) Security Clearance EXPERIENCE CEO Public Company CEO Private Company CFO Government / Military International Operations STRATEGIC COMPETENCIES Financial (Reporting, Auditing, Internal Controls) Strategy / Business Development / M&A Human Resources / Organizational Development Project Delivery Legal Risk Management / Compliance Public Company / Governance Technology

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Director Biographies

		Steven J. Demetriou   Chairman and Chief Executive Officer   Mr. Demetriou brings international business perspectives and more than 30 years of experience in leadership and senior management roles to the Board, including 15 years in the role of chief executive officer. He brings experience in a variety of industries, including metals, specialty chemicals, oil & gas, manufacturing and fertilizers, which he has gained over the course of his career. His breadth of experience is particularly valuable, given the variety of industries in which the Company’s clients operate.
		Business Experience • Chairman and Chief Executive Officer of Aleris Corporation (2004-2015) • Chief Executive Officer of Aleris when it filed for Chapter 11 in 2009 and when it successfully emerged from Chapter 11 in June 2010 (2004-2015) • Chief Executive Officer of Noveon, Inc. (2001-2004) • Executive Vice President of IMC Global Inc. (1999-2001) • Various management positions with Cytec Industries Inc. and ExxonMobil Corporation (1981-1999)   Education • Bachelor of Science degree in chemical engineering from Tufts University		Public Company Boards • Director and member of the Compensation and Finance Committees of FirstEnergy Corp. (2017-present) • Chair of Kraton Performance Polymers’ Compensation Committee and a member of its Nominating and Corporate Governance Committee (2009-2017) •  Non-Executive Chairman of Foster- Wheeler (2011-2014) • Chair of the Compensation Committee and a member of the Nominating / Corporate Governance Committee of OM Group (2005-2015)   Private Boards & Community Involvement • Board Member of US-Saudi Arabian Business Council • Board Member of Business Council for International Understanding • Board Member of Cuyahoga Community College Foundation • Member of Dallas Citizen’s Council • Member of Dallas Regional Chamber

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		Joseph R. Bronson   Principal and Chief Executive Officer of The Bronson Group, LLC., Strategic Advisor of Cowen and Company   Mr. Bronson brings accounting expertise and familiarity with financial statements, financial disclosures, auditing and internal controls to the Board from his prior service as Chief Financial Officer of Applied Materials, Inc. His senior management level experience at large publicly traded companies also brings to the Board additional perspective regarding the day-to-day operations of large organizations as well as corporate best practices.
		Business Experience • Principal and Chief Executive Officer of The Bronson Group, LLC • Strategic Advisor of Cowen and Company (2014-present) • Advisory Director to GCA/Savvian, LLC (2011-2014) • Chief Executive Officer of Silicon Valley Technology Corporation (2009- 2010) • President and Chief Operating Officer of Sanmina-SCI (2007-2008) • Co-Chief Executive Officer and Director of Form Factor (2004-2007) • Executive Vice President and Chief Financial Officer of Applied Materials, Inc. (1998-2005) • Various executive management and general management positions at Applied Materials, Inc. (1984-1998)   Education • Bachelor of Science degree from Fairfield University • M.B.A. from University of Connecticut • Certified Public Accountant and a member of the American Institute of CPAs • Registered Investment Advisor and holder of Series 63 and Series 7 credentials from the Financial Industry Regulatory Authority (FINRA) from 2011 to present		Public Company Boards • Director of Maxim Integrated Products, Inc. (2007-present) • Director of PDF Solutions, Inc. (2014- present)   Private Boards & Community Involvement • Trustee of Fairfield University, Fairfield, Connecticut • Regent of Santa Clara University, Santa Clara, California • Regent of Loyola Marymount University, Los Angeles, California • Chair of the Advisory Board at the Leavey School of Business at Santa Clara University, Santa Clara, California • Trustee of Bellarmine College Preparatory School, San Jose, California and past Chair of the Board of Trustees • Director of Ryan Herco Flow Solutions, Burbank, California • Director of Siltectra, Dresden, Germany

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		Juan José Suárez Coppel   Former General Director (Chief Executive Officer) of Petroleos Mexicanos   Mr. Suárez Coppel provides solid expertise in the oil and gas industry, which is particularly valuable given the Company’s customers in this industry. He also brings extensive knowledge and experience in finance matters and his experience as an executive brings perspective on management and operational matters to the Board. His background in international operations also assists the Board in light of our growing international presence.
		Business Experience •General Director (Chief Executive Officer) of Petroles Mexicanos (2009- 2012) •Chief Financial Officer at PEMEX (2001-2006) •Chief of Staff of Mexico’s Secretary of Finance and Public Credit (2000-2001) •Co-Head of Equity Derivative Trading at Banamex (1991-1995) •Senior leadership positions at Grupo Televisa and Grupo Modelo (1991-1995) •Consultant for Petroleos Ebano		Education •Graduate of the Instituto Tecnológico Autónomo in Mexico City •Ph.D. in economics from the University of Chicago •Taught economics at several leading universities in Mexico, Europe and the United States

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		Robert C. Davidson, Jr.   Former Director, Chairman and Chief Executive Officer of Surface Protection Industries, Inc.   Mr. Davidson brings strong leadership, knowledge and experience of strategic and financial matters to the Board from his expertise founding and building private companies serving national and international markets during his 30-year career at Surface Protection Industries, Inc., including his service as chief executive officer and chairman. He also brings to the Board important knowledge of public company governance through his service on multiple public company boards, including service on compensation committees.
		Business Experience •Chairman and Chief Executive Officer of Surface Protection Industries, Inc. (1977-2007) •President of R Davidson and Associates (2007 to Present) •Vice President of Urban National Corporation (1972-1974) •Management Consultant at Cresap, McCormick & Paget (1969-1972)   Education •Bachelor of Arts degree from Morehouse College •M.B.A. in Marketing and Finance from the University of Chicago •Honorary Doctorate of Laws from Morehouse College		Public Company Boards •Broadway Financial Corporation (2003-present) •Chair of Compensation Committee •Chair of Internal Asset Review Committee •Member of Governance Committee •Member of Risk & Compliance Committee   Private Boards & Community Involvement •Chairman of the Board of Trustees of the Art Center College of Design, Pasadena, California •Board of Directors of Cedars-Sinai Medical Center (Vice Chair of Audit Committee), Los Angeles, California •Board member of the Smithsonian American Art Museum, Washington, DC •Chairman Emeritus of the Board of Trustees of Morehouse College •Member of the Advisory Council at the University of Chicago Graduate School of Business •Previously served on boards of numerous other organizations, including Children’s Hospital, Los Angeles; LA Chamber of Commerce; Weingart Center for the Homeless, L.A.; among others

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		General Ralph E. Eberhart (USAF, Retired)   Director, Chairman and President of Armed Forces Benefit Association   General Eberhart brings valuable leadership and management skills developed through his military service. His 36-year military career provides the Board with valuable experience and knowledge of government and the military, which is particularly valuable given the Company’s government and military contracts.
		Business & Military Experience •Former General Officer of the United States Air Force (1997-2005) •Numerous high-level command and staff positions within the Air Force (1968-2005) •Former Commander of the North American Aerospace Defense Command (NORAD) (2002-2005) •Former Commander of Air Combat Command and U.S. Space Command (1999-2002)   Education •United States Air Force Academy		Public Company Boards •Director of Rockwell Collins (2007-present) •Director of Triumph Group, Inc. (2010-present) •Director of VSE Corporation (2007-present)   Private Boards & Community Involvement •Director, Chairman and President of Armed Forces Benefit Association

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		Dawne S. Hickton   Former Director, Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc.   Ms. Hickton provides a wealth of proven business leadership experience with a CEO’s perspective, and advanced strengths in project management and engineering expertise. Her background as a senior officer in a publicly traded company for nearly two decades is particularly valuable to the Board, as it lends a contemporary understanding of how to engage with the Company’s stakeholders, in addition to driving a strong growth agenda.
		Business Experience •President of Cumberland Highstreet Partners (2016-present) •Chairman of the Federal Reserve Bank of Cleveland (beginning January 2018) •Deputy Chair of the Federal Reserve Bank of Cleveland (ending January 2018) •Chief Executive Officer of RTI International Metals, Inc. (2007- 2015)   Education •Graduate of the University of Rochester •J.D. from the University of Pittsburgh School of Law		Public Company Boards •Board member, Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Management Development Committee, the Audit Committee and the Executive Committee of Triumph Group (2015-present) •Board member and member of the Risk Committee and Audit Committee of Haynes International Inc. (2017-present) •Director of FNB Corporation (2006-2013)   Private Boards & Community Involvement •Board member of Smithsonian’s National Air and Space Museum •Board member of The Wings Club •Director of Corporate Angel Network •Member of the University of Pittsburgh’s Board of Trustees, serving on the Student Affairs and Property and Facilities Committees

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		Robert A. McNamara   Retired Group Chief Risk Officer of Lendlease Corporation (ASX)   Mr. McNamara has over 35 years of experience managing global businesses in the development, design and delivery of projects in the government, institutional, infrastructure and industrial sectors in senior management positions. He has been responsible for ensuring Lendlease achieves world’s best practices in risk management and operational excellence. He also oversaw Lendlease’s Building, Engineering, and Services businesses in Australia. Prior to this, Mr. McNamara was Chief Executive Officer Americas of Lendlease.
		Business Experience •Group Chief Risk Officer, Lendlease Corporation (2010-2017) •Chairman and Chief Executive Officer of Penhall/LVI International (PLI) (2006-2010) •Senior Group President of Fluor Corporation (1996-2006) •President and Chief Operating Officer of Marshall Contractors (1977-1996)   Education •Bachelor’s degree in Economics from Brown University •Completed the Consortia 1 Program at Thunderbird International Business School •Certification as a Public Board Director from the UCLA Anderson School of Management		Public Company Boards •Board member of UDR, Inc. (2014-present)   Private Boards & Community Involvement •Past Board member of the US China Business Council •Past Chairman for the Construction Industry Institute’s Technology Implementation Task Force.

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		Peter J. Robertson   Former Director and Vice Chairman of the Board of Directors of Chevron Corporation   Mr. Robertson brings vital knowledge and experience to the Board in the oil and gas industry from his 36-year career at Chevron Corporation, which is particularly important given the number of the Company’s customers in the energy and refining sector. He also brings valuable international experience in developed and developing countries, including interactions with governments at the highest levels, from his executive experience and the multiple chairmanship and director positions he has held and currently holds. Mr. Robertson also has extensive experience on the boards of not-for-profit entities with global reach and public company boards as well as important accounting know-how and experience with public company financial statements, disclosures and accounting rules from his service as Chief Financial Officer of Chevron USA
		Business Experience •Executive Vice President, Director and Vice Chairman of Chevron Board (2002-2009) •President of Chevron’s worldwide exploration, production and global gas businesses (2002-2004) •President of Chevron’s overseas exploration and production businesses (2000-2002) •President of Chevron’s North America exploration and production businesses (1996-2000) •President of Chevron’s natural gas processing business (1990-1994) •Chief Financial Officer of Chevron USA (1985-1990)   Education •Bachelor of Science degree in Mechanical Engineering from the University of Edinburgh •M.B.A. from the University of Pennsylvania Thouron Scholar from Wharton School		Public Company Boards •Vice Chairman of the Board for Chevron Corporation (2002-2009) •Non-executive director of Sasol Limited (2012-present) •Director Dynegy Inc. (1996-2000)   Private Boards & Community Involvement •Co-chairman of the US Saudi Arabian Business Council •Chairman of the World Affairs Council of Northern California •Former Chairman of the US Energy Association •Director, Sylvan Source, Inc. •Advisory director of Campbell-Lutyens

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		Christopher M.T. Thompson   Former Chairman and Chief Executive Officer of Gold Fields Ltd.   Mr. Thompson has an extensive background in the mining industry, providing strong knowledge of and management and operational experience in this area to the Board, which is particularly valuable given the Company’s customers in this industry. Mr. Thompson also provides knowledge of the biotechnology industry, which is also important given the Company’s customers in that industry. His international experience brings to the Board additional perspective regarding the day to day operations of large organizations as well as corporate best practices.
		Business Experience • Director, Chairman and Chief Executive Officer of Gold Fields Ltd. (1998-2005) • Chairman of the World Gold Council (2002-2005) • Founder and Chief Executive Officer of Castle Group Ltd. (1992-1998)   Education • Bachelor’s degree in law and economics from Rhodes University, South Africa • Master’s degree in management studies from Bradford University, U.K.		Public Company Boards • Board member of Royal Gold, Inc. (2013-present) • Board member of Teck Resources Limited (2003-2015) • Board member of Golden Star Resources Ltd. (2010-2015) • Board member of various portfolio companies of Castle Group (1985-1999)   Private Boards & Community Involvement • Board member of The Colorado School of Mines Foundation (2013-2017)

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CORPORATE GOVERNANCE

Highlights

Jacobs has a strong track record of integrity and corporate governance practices that promote thoughtful management by its officers and Board of Directors facilitating profitable growth while strategically balancing risk to maximize long-term shareholder value. Below is a summary of certain information about our Board of Directors and governance best practices employed by the Company:

Corporate Governance Best Practices

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The Board’s Role in Risk Oversight

The Board of Directors oversees the Company’s risk management function. It oversees a Company-wide approach to risk management, designed to enhance long-term shareholder value, support the achievement of strategic objectives and improve organizational performance. The Board determines the appropriate level of risk for the Company, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects the consensus of the Board and management as to appropriate levels of risk and the appropriate measures to manage those risks.

Through this framework, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational/strategic, health and safety, and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions and financial matters. For example, there were six special Board meetings held in connection with the pending CH2M transaction prior to signing the definitive acquisition agreement. In addition, the independent directors discuss risk management during executive sessions without management present.

While the Board maintains the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas:

Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including regular reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees.

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Board Leadership Structure

The Board’s leadership is comprised of:

Currently, the Board is led by Mr. Demetriou as Chairman, a position he has held since July 2016, and Ms. Fayne Levinson as Lead Independent Director.

In a process led by the Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee, the Board evaluates the appointment and role of the Chairman on an annual basis. The Board has determined that having Mr. Demetriou serve as Chairman provides significant advantages to the Board and the Company, as it allows the Board to benefit from his knowledge of the Company’s business and market opportunities and risks and also facilitates communications and relations with other members of senior management. The Board also believes that having Mr. Demetriou serve as Chairman is advantageous to the Company when working with clients in certain areas of the world in which the title of Chairman is significant.

Because the Board believes that strong independent Board leadership is a critical aspect of effective corporate governance, the Board has established the position of Lead Independent Director. The Board also believes that a Lead Independent Director, who has the responsibilities set forth in the Company’s Corporate Governance Guidelines, provides independent leadership, oversight and benefits for the Company and Board that would be provided by an independent Chairman. Responsibilities of the Lead Independent Director include:

The Nominating and Corporate Governance Committee leads the process of the Board’s evaluation of the selection, role and term of the Lead Independent Director on an annual basis.

Board Composition

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board on an annual basis the appropriate skills and characteristics required of members in the context of the current make up of the Board. This process enables them to update the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company’s needs evolve. This assessment takes into consideration all factors deemed relevant by the Nominating and Corporate Governance Committee, including the following factors:

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The Board of Directors and the Nominating and Corporate Governance Committee consider the qualifications and attributes of directors and director candidates individually, as well as in the broader context of the Board’s overall composition and the Company’s current and future needs, to ensure that the Board as a whole possess the requisite combination of skills, professional experience and diversity of backgrounds.

Independence of Directors

The Board of Directors has adopted Board of Directors Guidelines for Determining the Independence of its Members, which are accessible by following the link to “Corporate Governance” on the Company’s website at www.jacobs.com. The Board of Directors has affirmatively determined that each person who served as a member of the Board of Directors during fiscal 2017, other than Mr. Demetriou and Mr. Noel Watson, who was principal executive officer of the Company and whose term as a director expired at the 2017 annual meeting of shareholders, is independent under Section 303A.02 of the NYSE listed company manual and the Company’s independence guidelines. Each member of each Committee of the Board is also independent (as defined by the applicable NYSE rules).

In addition, as further required by the NYSE’s listed company manual and the Company’s Independence Guidelines, the Board of Directors has made an affirmative determination that no relationship, whether immaterial or material, exists between any independent director and the Company that would prevent a director from being independent. In making this determination, the Board considered the facts described below.

Mr. Davidson is an officer of Gamma Zeta Boulé Foundation and Sigma Pi Phi Professional Fraternity. The Company has made annual contributions to these organizations during the last three fiscal years. Such amounts did not exceed $7,500 in any fiscal year. During fiscal 2015, Ms. Hickton was Vice Chair, President and CEO of RTI International Metals, Inc. (“RTI”), which has been a client of the Company. The payments by RTI to the Company for any fiscal year were substantially less than two percent of the consolidated gross revenues of RTI. Additionally, Ms. Hickton’s son served as a summer intern of the Company for one week on a high school related project. Mr. McNamara was previously Global Chief Risk Officer & COO — Australia businesses of Building, Engineering, and Services of Lendlease Corporation Limited (“Lendlease”), which has been a client of the Company. The payments by Lendlease to the Company for any fiscal year were substantially less than two percent of the consolidated gross revenues of Lendlease. Mr. Robertson is the U.S. co-chairman of the US-Saudi Arabian Business Council, an organization to which the Company makes $15,000 in annual cash contributions, plus support of three conferences. The total amount paid by the Company over the last five years is approximately $54,000. Mr. Robertson is also on the Board of Sasol Ltd., which is a client of the Company. After a review of the facts, using its business judgment, the Board of Directors determined that these relationships did not compromise Mr. Davidson’s, Ms. Hickton’s, Mr. McNamara’s or Mr. Robertson’s independence.

Director Nominations

The Nominating and Corporate Governance Committee is responsible for recommending the selection of director nominees to the Board. Once potential candidates are identified, including those candidates nominated by shareholders and/or identified by outside advisors or search firms, the Chair of the Nominating and Corporate Governance Committee, the Lead Independent Director and the Chairman and CEO review the backgrounds of those candidates with the Nominating and Corporate Governance Committee. Final candidates are then chosen and interviewed by non-management directors and executive management of the Company.

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Based on the interviews, the Nominating and Corporate Governance Committee then makes its recommendation to the Board of Directors. If the Board of Directors approves the recommendation, the candidate is nominated for election. With regard to procedures for shareholder nominations of directors for election, please see the requirements described below under “Shareholders’ Proposals.” The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in accordance with these procedures.

Mr. McNamara, who was appointed to the Board in January 2017, was identified by a third-party search firm engaged by the Nominating & Corporate Governance Committee to assist in identifying potential directors.

The agreement relating to the Company’s pending acquisition of CH2M provides that Jacobs will appoint one director from the CH2M board of directors who qualifies as an “independent director” under applicable NYSE rules to the Jacobs Board at the closing of the acquisition, to serve in such capacity until his or her successor is duly elected or appointed and qualified in accordance with applicable law. The acquisition is subject to customary closing conditions, including receipt of CH2M stockholder approval, and is expected to close in December 2017.

Committees of the Board of Directors

The Board of Directors has three standing committees: the Audit Committee, the Human Resource and Compensation Committee, and the Nominating and Corporate Governance Committee.

Committee Charter: The Audit Committee’s current charter is available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

Committee Charter: The Human Resource and Compensation Committee’s current charter is available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

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Compensation Committee Interlocks and Insider Participation: During the last completed fiscal year, no member of the Compensation Committee was an officer or employee of the Company, was a former officer of the Company, nor had a relationship with the Company requiring disclosure as a related party transaction under Item 404 of Regulation S-K. None of the Company’s executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served as a member of the Company’s Board of Directors or on the Compensation Committee.

Committee Charter: The Nominating and Corporate Governance Committee’s current charter is available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.”

Corporate Governance Guidelines

The Company monitors developments in the area of corporate governance and routinely reviews its processes and procedures in light of such developments. The Company believes that it has procedures and practices in place which are designed to enhance and protect the interests of its shareholders.

The Board of Directors has approved Corporate Governance Guidelines for the Company, which are reviewed and updated on an annual basis. The Corporate Governance Guidelines are available by following the links to “Corporate Governance” on the Company’s website at www.jacobs.com or upon written request, as described below under “Corporate Governance — Availability of Documents.” The Corporate Governance Guidelines address the following matters:

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Director Education

The Board recognizes the importance of director continuing education and is committed to provide such education in order to enhance both Board and Committee performance. Accordingly, as noted in the Company’s Corporate Governance Guidelines, the Company regularly provides the Board with education programs, presentations and briefings on topics relevant to the Company, its business and risk profile. In addition, each year the Board engages a third-party provider to host an educational program for members of the Board on matters relevant to the Company or relating to duties and responsibilities of directors. Directors are also encouraged to attend at least one outside educational program every other year on any subjects pertaining to the directors’ responsibilities such as “directors’ colleges”. Additionally, new directors must participate in the Company’s orientation program for new directors.

Annual Performance Evaluations

The Nominating and Corporate Governance Committee, together with the Lead Independent Director, coordinates annual Board self-evaluations and periodic individual director reviews. The Chairs of each of the Committees coordinate annual self-evaluations of their respective committees.

Attendance at Meetings of the Board and its Committees and the Shareholder Meeting

All directors attended at least 75% of all meetings of the Board and all Committees on which they serve during fiscal 2017. Board members are expected to attend annual meetings of shareholders. All of the members of our Board who were serving at the time of the 2017 annual meeting of shareholders attended the meeting except Juan José Suárez Coppel, due to international travel.

Code of Ethics

In addition to the Corporate Governance Guidelines, the Board of Directors has adopted the following other codes, guidelines, and policies:

These documents, along with the Corporate Governance Guidelines, serve as the foundation for the Company’s system of corporate governance. They provide guidance for maintaining ethical behavior, require that directors and employees comply with applicable laws and regulations, prohibit conflicts of interest, and provide mechanisms for reporting violations of the Company’s policies and procedures.

In the event the Company makes any amendment to, or grants any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, the Company will disclose such amendment or waiver and the reasons therefore on its website at www.jacobs.com.

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Stock Ownership Guidelines

In an effort to more closely align the Company’s non-management directors’ financial interests with those of our shareholders, the Board of Directors has established stock ownership guidelines for non-management directors. Under these guidelines, the Company’s non-management directors are expected to own equity in the Company (including common stock, restricted stock or restricted stock units) valued at a minimum of five times their annual cash retainer. Non-management directors are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines.

Similarly, the Company has established stock ownership guidelines under which the Company’s senior management is expected to own Company common stock as follows:

Members of senior management are restricted from selling any shares of common stock during any period in which they have not met these ownership guidelines. This restriction does not apply to the withholding of shares to satisfy tax withholding requirements. As of the Record Date, the named executive officers (or NEOs) either exceeded their respective guidelines or were within the five-year period from their hire or promotion date, at the end of which they are expected to meet the guidelines.

Contacting the Board of Directors

Generally — All communications required by law or regulation to be relayed to the Board of Directors are relayed immediately after receipt by the Company. Any communications received by management from shareholders which have not also been sent directly to the Board of Directors will be processed as follows: (1) if the shareholder specifically requests that the communication be sent to the Board, the communication will then be promptly relayed to the Board of Directors; and (2) if the shareholder does not request that the communication be sent to the Board of Directors, then management will promptly relay to the Board all communications that the management of the Company, using its best business judgment, determines should be relayed to the Board.

Contacting the Full Board of Directors — Any shareholder, employee or interested party who desires to communicate with the Board of Directors may do so by writing to The Board of Directors, c/o Corporate Secretary, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas, 75201, in an envelope marked confidential.

Contacting Non-Management Directors — Any shareholder, employee or interested party who desires to communicate with the Company’s non-management directors may do so as follows:

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Contacting the Audit Committee — Any shareholder, employee or interested party may submit at any time a good faith complaint regarding any questionable accounting, internal accounting controls, or auditing matters concerning the Company without fear of dismissal or retaliation of any kind. Employees are encouraged to report their concerns and complaints to the Company’s senior management, to the Vice President, Internal Audit, or to the Audit Committee of the Board of Directors. Confidential, anonymous reports may be made as follows:

Availability of Documents

The full text of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics for Members of the Board of Directors, the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Code of Conduct, the Committee Charters, the Board of Directors Guidelines for Determining the Independence of its Members, and the other corporate governance materials described in this Proxy Statement are accessible by following the link to “Corporate Governance” on the Company’s website at www.jacobs.com.

The Company will furnish without charge a copy of any of the foregoing documents to any person making such a request in writing and stating that he or she is a beneficial owner of common stock of the Company. Requests should be addressed to: Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas Texas 75201, Attention: Corporate Secretary.

Compensation of Directors for Fiscal 2017

The Company paid non-management directors a cash retainer of $100,000 per year through the second fiscal quarter of 2017 and $110,000 per year thereafter. In addition, the Chair of each Committee receives an additional cash retainer of $20,000 per year, and the Lead Independent Director receives an additional cash retainer of $100,000 per year. In an effort to align the Company’s compensation practices with those of its peers, during fiscal 2017 the Company moved from granting annual stock awards of a fixed number of restricted stock units and options to a value-based award of restricted stock units (“RSUs”). Jacobs also eliminated the appointment grant awarded to new directors.

For fiscal 2017, the Board set the annual equity value to be awarded to non-management directors at approximately $135,000 and, accordingly, granted each non-management director an award of 2,347 RSUs. Such grants were made pursuant to the Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as amended and restated (the “1999 Outside Director Plan”). Each RSU grant vests upon the earlier of (i) the next annual shareholder meeting or (ii) the one-year anniversary of the grant date. If the Company pays a cash dividend on its outstanding common stock, RSUs will be credited with cash dividend equivalent rights (“Dividend Equivalents”) which are paid to such director upon the vesting of the RSU and distribution of the underlying share of common stock as described below in the section entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Payment of Dividends and Dividend Equivalent Rights”. Each director also receives cash dividends with respect to each restricted stock award (“RSA”) as and when paid to shareholders of common stock.

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The table below sets forth the compensation paid to each of the Company’s non-management directors during fiscal 2017.

(1) Represents fees earned during fiscal 2017.

(2) Messrs. Coyne and Watson did not stand for re-election at the 2017 annual meeting of shareholders.

(3) Represents the grant date fair value of the grants of RSUs under the 1999 Outside Director Plan during fiscal 2017 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”). The aggregate number of shares of restricted stock and RSUs outstanding at September 29, 2017, for each non-management director was as follows: J. Bronson — 23,156; J. Suárez Coppel — 7,656, R. Davidson — 27,156; R. Eberhart — 9,156; D. Hickton — 4,656; L. Fayne Levinson — 29,156; R. McNamara — 2,347; P. Robertson — 12,156; and C. Thompson — 9,156.

(4) The aggregate number of options outstanding at September 29, 2017, for each non-management director was as follows: J. Bronson — 16,500; J. Suárez Coppel — 14,500; J. Coyne — 24,750; R. Davidson — 27,000; R. Eberhart — 18,000; D. Hickton — 7,500; L. Fayne Levinson — 29,500; P. Robertson — 28,500; C. Thompson — 18,000; R. McNamara — 0 and N. Watson — 12,250.

(5) Represents dividend payments on restricted stock awards (“RSAs”) during fiscal 2017. These amounts do not include accumulated dividend equivalent rights on RSUs that have vested but not yet distributed for each non-management director as follows: J. Bronson — $5,764; J. Suárez Coppel — $2,389; R. Davidson — $5,764; R. Eberhart — $3,064; D. Hickton — $1,039; L. Fayne Levinson — $5,764; P. Robertson — $4,414; and C. Thompson — $3,064.

(6) Mr. McNamara was appointed to fill a vacancy on the Board in January 2017.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “estimates”, “intends”, and “will” and similar words are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations and/or currently available data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those listed in Item 1A — Risk Factors in the Company’s 2017 Annual Report on Form 10-K. The Company does not undertake any obligation to release publicly any revisions or updates to any forward-looking statements.

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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COMPENSATION COMMITTEE REPORT

The Human Resource and Compensation Committee of the Board of Directors reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussion, the Human Resource and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement. The Board has approved that recommendation.

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Compensation Discussion and Analysis (“CD&A”)

Executive Summary

As one of the world’s largest and most diverse providers of technical professional and construction services, we operate with a pay-for-performance philosophy in a challenging, highly competitive, and rapidly evolving global environment. Our executive compensation program is designed to attract and retain individuals with the skills and qualifications to manage and lead the Company effectively. The overarching goal of our program is to motivate our leaders to contribute to the achievement of our financial goals and to focus on long-term value creation for our stockholders. Our named executive officers (“NEOs”) for fiscal 2017 were:

* See page 36 for definition of GM in Backlog

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Our Executive Compensation Philosophy

Our vision is to provide superior customer value through a long-term, relationship-based approach and solid returns to our shareholders through profitable growth. The Compensation Committee has a compensation philosophy that drives this vision by attracting and retaining highly qualified employees and motivating them to deliver value to our customers and shareholders. Accordingly, our executive compensation program is intended to:

Our Executive Compensation Program and Practices

Our Compensation Committee believes that our executive compensation program is appropriately designed to advance shareholder interests. The key components and associated purposes of our compensation program are as follows:

* See page 36 for DSO and GM in Backlog definitions.

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Short-Term/Annual Long-Term Component Base Salary Management Incentive Plan Performance- Based Restricted Stock Units (PSUs) Time Based Restricted Stock Units (RSUs) Purpose Provides the security of a competitive fixed cash payment for services rendered Encourages superior performance and accountability by tying payouts to achievement of pre-established metrics assigned to participants based on their role in the Company Aligns interests of executives with long-term shareholder interests. Retains executives and motivates them to build shareholder value over the life of the grants Retains executives and motivates them to build shareholder value over the life of the grants Fixed Risk - Variable/At Performance Metric and Description Reviewed annually by the Compensation Committee and adjusted based on competitive practices and individual performance Metrics used for fiscal 2017 include: Consolidated/Line of Business Operating Profit DSO* GM in Backlog * Beginning in fiscal 2017, metrics used: Earnings Per Share (EPS) Growth focuses on profitability and financial disciplines Return on Invested Capital (ROIC) aligns with our strategy by motivating managers to focus on increasing efficiency and capturing whether magnitude of profitability is appropriate for investments made Metrics for performance-based awards in fiscal 2016 were EPS Growth and relative total shareholder return (TSR) compared to the Companys peer group. For fiscal 2017, the Company changed from TSR to a ROIC-based metric, which the Compensation Committee believes is appropriate to ensure the Company effectively employs capital to provide a strong return to shareholders Awards vest after three years of performance, if performance targets are met Awards vest ratably over four years

We remain committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our shareholders. Below is a summary of best practices that we have implemented and practices we avoid with respect to the compensation of our NEOs.

The Compensation Decision Process

The Compensation Committee directly retains the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee currently engages the services of FW Cook (the “Independent Consultant”), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s compensation programs. The Independent Consultant performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. The Compensation Committee has

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assessed the independence of the Independent Consultant, pursuant to the rules of the SEC and the NYSE, and concluded that the Independent Consultant is independent and no conflict of interest exists with respect to the services provided by the Independent Consultant to the Compensation Committee.

During fiscal 2017, the CEO and other members of our senior executive team worked with the Compensation Committee to help ensure that our executive compensation programs are competitive, ethical, and aligned with the Company’s values. For fiscal 2017, compensation decisions for the NEOs (other than our CEO) were made by the Compensation Committee after consultation with the CEO, and the compensation decision with respect to our CEO was approved by the full Board upon recommendation from the Compensation Committee.

Assessing Compensation Competitiveness

The Compensation Committee, with the help of the Independent Consultant, annually compares each element of compensation to that of an industry peer group. For fiscal 2017, as part of its annual review, the Compensation Committee determined that the peer group should be comprised of (1) construction and engineering firms that are direct competitors with the Company for business and executive management talent or (2) companies that provide consulting or technical services to government and large commercial clients. In addition, to be included, a company would need to be generally within one-third to three times the size of the Company in terms of revenue and market capitalization, evaluated annually.

Similar to prior years, in order to assess compensation competitiveness compared to the peer group, the Independent Consultant utilized comparative data disclosed in publicly available proxy statements, other documents filed with the SEC, and data from a comprehensive database of pay information developed by Willis Towers Watson regarding the industry specific and general industry group in which the Company competes for talent.

The following chart shows our fiscal 2017 industry peer group, including relevant size and performance data to illustrate the Company’s relative position.

* CH2M Hill’s equity is not publicly traded.

** Percentile rank calculation includes Jacobs.

Source: Standard & Poor’s Capital IQ.

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For fiscal 2017, as part of its annual review, the Compensation Committee, in consultation with the Independent Consultant, added the following companies to the peer group: Booz Allen Hamilton, SNC-Lavalin and Textron. For fiscal 2018, the Compensation Committee, in consultation with the Independent Consultant, maintained the current peer selection criteria and group size used in fiscal 2017. Based on that criteria, we added Halliburton to the peer group and due to the Company’s pending acquisition of CH2M, we removed it from the peer group.

Shareholder Engagement and Say-on-Pay

Compensation Elements

During fiscal 2017, the Compensation Committee utilized findings by the Independent Consultant to determine that the Company’s executive compensation program continued to be both reasonable in relation to competitive pay levels and appropriate in supporting business objectives and a positive performance-based culture.

As reflected in the charts below, variable/at risk compensation continues to represent the majority of the total target direct compensation of our CEO and other NEOs.

Total target direct compensation refers to base salary, short-term incentive compensation (measured at target for the fiscal year) and long-term equity incentive compensation (PSUs and RSUs). In determining the executive’s overall compensation, the Compensation Committee takes into account the absolute and relative value of each component and the overall mix. As with prior years, the Compensation Committee continued the past practice of allocating the long-term incentive awards with 60% of the values as PSUs and 40% of the values as RSUs.

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Base Salary

The following table sets forth the base salaries of each of our NEOs for fiscal 2016 and fiscal 2017.

In setting the base salaries of our NEOs, the Compensation Committee utilizes information provided by its Independent Consultant to determine the competitiveness of base salaries compared to the industry peer group and market survey data.

The Compensation Committee also considers the fact that the Company continues to provide fewer ancillary benefits and other perquisites as compared to the Company’s industry peer group. This stems from the Compensation Committee’s belief that focusing on the three core elements of compensation (base salary and short- and long-term incentive compensation) results in a more transparent and easier-to-administer pay system, and is more consistent with the Company’s culture.

For example, the Company’s currently available retirement program in the U.S. consists solely of a tax-qualified 401(k) plan with matching contributions, and a non-qualified salary and bonus (including equity compensation) deferral plan that provides non-enhanced market returns. While many in our peer group provide additional perquisites, including auto allowance, personal aircraft use, and club dues, the Company only provides limited perquisites for financial planning and annual health assessments.

After considering market data from our peer group and other market survey information, the Compensation Committee determined that the base salaries of our CEO and CFO for fiscal 2017 would remain at the same levels as fiscal 2016. Effective April 1, 2017, Messrs. Pragada and Mandel received 3% salary increases, and Mr. Hagen received an approximately 8.3% salary increase to reflect the successful performance of the Aerospace & Technology group in fiscal 2016 and to align his pay more with the market and other NEOs.

Short-Term Incentives

For fiscal 2017, the Management Incentive Plan (or MIP) continued to reinforce our commitment to profitable growth and effective cash management with specific measures and targets assigned to each participant based on his or her respective role in the organization. As described below, this plan provides for bonus payouts to eligible employees when certain Company-wide and business unit-specific target goals are achieved.

For fiscal 2017, select officers and managers of the Company, including the NEOs, were eligible to participate in the MIP, which covered approximately 365 employees.

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As shown in the following chart, an employee’s target MIP award under the MIP is calculated by multiplying (i) the employee’s annual base salary as of July 1 of the applicable fiscal year by (ii) his or her target percentage of salary. An employee’s actual MIP award amount is calculated by multiplying (i) the employee’s annual base salary as of July 1 of the applicable fiscal year, by (ii) his or her target percentage of salary, and then by (iii) the performance achievement factor.

Each year, the Company establishes performance achievement factors for each participant based on his or her role in the Company. For those participants with exclusively corporate level responsibilities, such as the CEO and CFO, their bonus opportunity is tied entirely to company-wide metrics. For those participants who are aligned with a business unit or line of business, 60% of their bonus opportunity is tied to the operating metrics defined for their business unit or line of business, as applicable. These operational metrics reinforce the direct link between each leader’s contribution to the success of their business unit or line of business and their compensation. The remaining 40% of those participants’ bonus opportunity is tied to company-wide metrics to encourage collaboration across business unit lines to drive the Company’s overall results.

Awards to Chief Executive Officer and Chief Financial Officer

For fiscal 2017, the Compensation Committee established the minimum, target and maximum performance levels for Messrs. Demetriou and Berryman based on the Company-wide metrics of Consolidated Operating Profit, DSO and GM in Backlog. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual performance achievement percentages are shown in the chart below. Refer to page 36 below for descriptions of how the metrics are calculated.

The calculation of Messrs. Demetriou’s and Berryman’s target MIP award and actual MIP award for fiscal 2017 is shown below, based on their target percentage of salaries of 150% and 100%, respectively.

Awards to Other NEOs

In light of his oversight of the Company’s Aerospace & Technology (“A&T”) line of business, as well as his executive role at the Company, the Compensation Committee established the minimum, target and maximum

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performance levels for Mr. Hagen for fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog for the Aerospace & Technology line of business as set forth in the chart below. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual achievement percentages are shown in the chart below.

The calculation of Mr. Hagen’s target MIP award and actual MIP award for fiscal 2017 is shown below, based on his target incentive percentage of salary of 100%.

In light of his oversight of the Company’s Petroleum & Chemicals (“P&C”) line of business and Mining & Minerals (“M&M”) business unit, as well as his executive role at the Company, the Compensation Committee established the minimum, target and maximum performance levels for Mr. Mandel for fiscal 2017 based on the metrics Consolidated Operating Profit and Operating Profit, DSO and GM in Backlog for the Petroleum & Chemicals line of business and the Mining & Minerals business unit as set forth in the chart below. The corresponding fiscal 2017 actual results, performance levels, relative weighting and actual achievement percentages are shown in the chart below.