8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________

Form 8-K

___________________________

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 16, 2024

Jacobs Solutions Inc.

(Exact name of Registrant as specified in its charter)

Delaware		1-7463		88-1121891
(State or other jurisdiction of incorporation or organization)		(SEC File No.)		(IRS Employer identification number)
1999 Bryan Street	Suite 3500	Dallas	Texas	75201
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number (including area code): (214) 583-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

_________________________________________________________________

Title of Each Class		Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	$1 par value	J	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 1, 2024, Jacobs Solutions Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to, among other events, report under Item 5.02 thereof the appointment of Kevin Berryman as the Company’s interim Chief Financial Officer while the Company searched for a permanent chief financial officer following the departure of Claudia Jaramillo, Executive Vice President, Chief Financial Officer, effective April 15, 2024.

On May 16, 2024, the Company announced that Venkatesh Nathamuni has been appointed Executive Vice President and Chief Financial Officer of the Company, effective as of June 3, 2024 (the “Effective Date”). Mr. Nathamuni will report to Bob Pragada, Chief Executive Officer of the Company.

Mr. Nathamuni, 57, has served as Chief Financial Officer at Cirrus Logic, a $6 billion global semiconductor company renowned for its cutting-edge technology solutions, since 2022. Prior to that, Mr. Nathamuni served as Head of Corporate Finance, M&A, investor relations, and IT for Arista Networks. He also served for nine years with Maxim Integrated Products, Inc., where he was Vice President of M&A and Corporate Development and Head of Investor Relations. Mr. Nathamuni also held a variety of positions at J.P. Morgan, Synopsys, Synplicity, and QuickLogic in leadership roles across finance, strategy, and engineering functions. Mr. Nathamuni holds an MBA in Finance and Strategy from The Wharton School at the University of Pennsylvania, an MS in Electrical & Electronics Engineering from the State University of New York at Stony Brook and a BS in Electronics and Communications Engineering from Madurai Kamaraj University, India.

Mr. Nathamuni will receive an annual base salary of $625,000 and participate in the Company’s Leadership Performance Plan (“LPP”) commencing in fiscal year 2024, with an annual incentive target of 100% of his annual base salary. Mr. Nathamuni will be granted a fiscal year 2024 equity award with a grant date value of $1,750,000 pursuant to the Company’s long-term equity incentive plan, with 40% of the award in the form of restricted stock units (“RSUs”), which will vest 25% on each anniversary of the grant date, subject to his continued employment, and 60% of the award in the form of performance stock units with a three-year performance period ending November 2026, which will vest based on the achievement of the same performance targets as the fiscal year 2024 equity awards granted to the Company’s senior management in November 2023 and subject to his continued employment. Mr. Nathamuni will also receive (i) a sign-on cash bonus of $150,000, payable within 30 days of the Effective Date; provided, that if Mr. Nathamuni resigns prior to June 2025, 50% of the bonus must be repaid, and (ii) subject to his acceptance of certain restrictive covenants, a sign-on bonus of $500,000 in the form of RSUs, which will vest in two equal installments on each of the first and second anniversary of the grant date, subject to his continued employment.

Mr. Nathamuni will also be eligible to participate in the Company’s Executive Severance Plan, the Company’s Executive Deferral Plan, health and welfare benefit plans offered to all full-time employees and executive physical and executive financial planning services. Mr. Nathamuni will also receive standard relocation assistance.

Mr. Nathamuni does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K and there is no arrangement or understanding between Mr. Nathamuni and any other person pursuant to which Mr. Nathamuni was selected to serve as the Company’s Chief Financial Officer and principal financial officer. Mr. Nathamuni is not related to any member of the Board or any executive officer of the Company.

Item 7.01 Regulation FD Disclosure

On May 16, 2024, the Company issued a press release announcing Mr. Nathamuni’s appointment, a copy of which is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits:

99.1	Press Release, dated May 16, 2024, announcing Chief Financial Officer appointment
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 16, 2024

 

JACOBS SOLUTIONS INC.
By:	/s/ Bob Pragada
	Bob Pragada
	Chief Executive Officer

EX-99.1

Exhibit 99.1

1999 Bryan Street, Suite 3500

Dallas, Texas 75201

1.214.583.8500

Press Release

FOR IMMEDIATE RELEASE May 16, 2024

Jacobs Announces New Chief Financial Officer

Venk Nathamuni Appointed Chief Financial Officer, Effective June 3, 2024

DALLAS – Jacobs (NYSE:J) today announced the appointment of Venk Nathamuni as the company’s new Chief Financial Officer (CFO), effective June 3, 2024.

During a 30+ year career, which includes 15 years’ experience in executive-level finance and strategic leadership roles, Venk Nathamuni brings a wealth of knowledge and expertise to his new role at Jacobs. He will be responsible for overseeing Jacobs’ financial operations, enterprise-wide optimization, capital allocation and investor relations activities, and will play a significant leadership role in guiding the company’s financial and business strategy to support its long-term growth objectives and enhancing shareholder value.

Prior to joining Jacobs, he served as the CFO at Cirrus Logic (NASD:CRUS), a $6 billion global semiconductor company renowned for its cutting-edge technology solutions. During his tenure at Cirrus Logic, Nathamuni played a pivotal role in driving financial performance and executing strategic initiatives that propelled the company’s profitable growth and value creation for all stakeholders. He has also held a variety of impactful leadership positions at J.P. Morgan, Synopsys, Synplicity and QuickLogic.

“Venk’s experience is a powerful combination of deep technical knowledge and financial acumen, encompassing corporate finance, strategy, capital allocation and M&A,” said Jacobs CEO Bob Pragada. “Venk’s proven track record of strategic vision, strong business leadership, and commitment to fostering a positive culture and driving results will be invaluable as we continue to innovate and drive growth in the rapidly evolving critical infrastructure landscape. His appointment underscores our commitment to excellence and our dedication to driving value for our clients, employees and shareholders.”

Pragada continued, “I also want to take this opportunity to thank Kevin Berryman for acting as interim CFO. He will provide transitional support to Venk over the coming weeks and continue in his role as Special Advisor to

the CEO to drive a successful conclusion to the separation of our Critical Mission Solutions and Cyber & Intelligence business.”

“I am excited to join the talented team at Jacobs and contribute to the company’s continued success,” said Nathamuni. “Jacobs is a formidable company and has a strong culture. I look forward to collaborating with Bob and the team to continue to drive financial excellence, operational efficiency, and a sustainable next generation of growth while contributing to the business transformation.”

Venk Nathamuni holds an MBA in Finance and Strategy from The Wharton School at University of Pennsylvania and a Master of Science in Electrical & Electronics Engineering from the State University of New York at Stony Brook and a Bachelor of Science degree in Electronics and Communications Engineering from Madurai Kamaraj University, India.

About Venk Nathamuni

Venk Nathamuni joined Cirrus Logic in 2022 as Chief Financial Officer. Prior to joining Cirrus Logic, Nathamuni served as Head of Corporate Finance, M&A, investor relations, and IT for Arista Networks. He also served for nine years with Maxim Integrated Products, Inc. where he was Vice President of M&A and corporate development and head of investor relations. He also held a variety of positions at J.P. Morgan, Synopsys, Synplicity and QuickLogic.

Detailed leadership infographic on Venk Nathamuni available here.

At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately $16 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector. Visit jacobs.com and connect with Jacobs on Facebook, Instagram, LinkedIn and X.

# # #

Certain statements contained in this press release constitute 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 “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. We base these forward-looking statements on management's current estimates and expectations, as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements including, but not limited to, our plans to spin off and merge with Amentum our Critical Missions Solutions business and a portion of our Divergent Solutions business in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income tax purposes, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation related to governmental spending, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession or economic downturn, geopolitical events and conflicts, and the impact of any future pandemic or infectious disease outbreak, including the related reaction of governments on global and regional market conditions, among others. For a description of some additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recently filed Annual Report on Form 10-K, and Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Item 1 - Legal Proceedings; and Item 1A - Risk Factors in our most recently filed Quarterly Report on

Form 10-Q, as well as the company's other filings with the Securities and Exchange Commission. The company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

For additional information contact:

Media

Louise White, Senior Vice President, Marketing, Communications & Brand

louise.white@jacobs.com

469-724-0810

Investor Relations

Ayan Banerjee, Senior Vice President – Finance, Treasury, Investor Relations & Corporate Development

JacobsIR@jacobs.com

XML

Cover Page	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	Jacobs Solutions Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7463
Entity Tax Identification Number	88-1121891
Entity Address, Address Line One	1999 Bryan Street
Entity Address, Address Line Two	Suite 3500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	583-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	J
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000052988
Amendment Flag	false