☐ | Preliminary Proxy Statement | ||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
☒ | Definitive Proxy Statement | ||
☐ | Definitive Additional Materials | ||
☐ | Soliciting Material under §240.14a-12 | ||
(Name of Registrant as Specified In Its Charter) |
Not Applicable |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required. | |||||
☐ | Fee paid previously with preliminary materials. | |||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
![]() | Meeting Date: June 4, 2025 | ![]() | Meeting Place: 555 12th Street NW Suite 700 Washington, D.C. 20004 | ![]() | Meeting Time: 9:30 a.m. (Eastern Time) | ![]() | Record Date: Close of Business on March 6, 2025 | ||||||||||||||
PROPOSAL NUMBER | PROPOSAL | BOARD OF DIRECTORS’ VOTING RECOMMENDATION | ||||||||||
No. 1 | Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement | FOR each nominee | ||||||||||
No. 2 | Consider and vote upon the ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2025 | FOR | ||||||||||
No. 3 | Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2024 as described in the Proxy Statement | FOR | ||||||||||
No. 4 | Approve the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035 | FOR | ||||||||||
The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof | ||||||||||||
Postponements and Adjournments: | Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above or at any other time and date to which the meeting may be properly postponed or adjourned. | |||||||||||
In-Person Meeting Admission: | Admission will be by ticket only. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Information About The Annual Meeting And Voting — How Do I Attend the Annual Meeting?” beginning on page 5 of the Proxy Statement. If you do not provide an admission ticket and comply with the photo identification requirements outlined beginning on page 5, you will not be admitted to the annual meeting of shareholders to be held on June 4, 2025 (the “Annual Meeting”). Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. | |||||||||||
Voting: | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the meeting, we hope you will authorize a proxy to vote on your behalf as soon as possible. For specific instructions on how to authorize a proxy to vote your shares, please refer to the section titled “Information About The Annual Meeting And Voting” beginning on page 2 of the Proxy Statement. Make sure to have your proxy card or voting instruction form in hand to authorize a proxy to vote your shares. You may vote or authorize a proxy to vote your shares as follows: | |||||||||||
![]() | In person at the Annual Meeting | ![]() | By telephone at +1.800.690.6903 | ![]() | Over the Internet at www.ProxyVote.com | ![]() | By mailing your completed proxy card in the envelope provided | ||||||||||||||
By Order of the Board of Directors, ![]() Michael Rosenthall Associate General Counsel and Corporate Secretary April 21, 2025 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2024 Annual Report on or about April 21, 2025. Our Proxy Statement and 2024 Annual Report are available online at www.ProxyVote.com. | ||
Date: | June 4, 2025 | ||||
Time: | 9:30 a.m., Eastern Time | ||||
Location: | FTI Consulting, Inc. 555 12th Street NW Suite 700 Washington, D.C. 20004 | ||||
Record Date: | Close of business on March 6, 2025 | ||||
Stock Symbol: | FCN | ||||
Exchange: | New York Stock Exchange (the “NYSE”) | ||||
Common Stock Outstanding as of the Close of Business on the Record Date Entitled to Vote at the Annual Meeting: | 35,380,246 shares of common stock, par value $0.01 per share (“Common Stock”) | ||||
Registrar and Transfer Agent: | Equiniti, LLC | ||||
State of Incorporation: | Maryland | ||||
Year of Incorporation: | 1982 | ||||
Public Company Since: | 1996 | ||||
Corporate Website: | www.fticonsulting.com | ||||
(1) | Lexology Index was formerly known as Who’s Who Legal until changing its name in 2024. |
(1) | See Appendix A for the definitions of earnings per diluted share (“EPS”), as adjusted (“Adjusted EPS”), and other financial measures for financial reporting purposes referred to in this Proxy Statement that have not been presented or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are considered not in conformity with GAAP (“non-GAAP”) under the rules promulgated by the SEC and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. Certain of these non-GAAP financial measures are not defined the same as the similarly named financial measures used to establish annual incentive pay (“AIP”) of our named executive officers (“NEO”) for the year ended December 31, 2024 (“2024 AIP”). See the section of this Proxy Statement titled “Information About Our Executive Officers And Compensation — Compensation Discussion And Analysis — 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of similarly named non-GAAP financial measures for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
◼ | Attracting, developing, promoting and retaining talented professionals who can strengthen and build leading positions in areas of critical client needs. |
◼ | Investing EBITDA behind key growth areas in which we have a right to win. |
◼ | Leveraging investments to build positions that will support profitable growth on a sustained basis through a variety of economic conditions. |
◼ | Actively evaluating and considering opportunistic acquisitions but committing on a day-in, day-out basis to growth by organic means. |
◼ | Maintaining a strong balance sheet and committing to using our robust cash flow generation to enhance shareholder returns. |
◼ | Creating an inclusive and high-performing culture where our professionals can grow their career and achieve their full potential. |
◼ | Being a responsible corporate citizen that drives positive change in the communities in which we do business. |
(1) | See Appendix A for the definitions of Adjusted EBITDA, Adjusted EPS, organic revenue growth and other non-GAAP financial measures for financial reporting purposes referred to in this Proxy Statement and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. Certain of these non-GAAP financial |
◼ | Set forward-looking targets toward our ambition of reaching net-zero greenhouse gas (“GHG”) emissions by 2030 — including the following reductions against our 2019 baseline — and submitted our letter of intent to the Science Based Targets initiative (SBTi) to validate our emissions reduction targets: |
◼ | Reduce our Scope 1 emissions by 50% by 2030, excluding HFCs. (2) |
◼ | Reduce our Scope 2 emissions by 50% per employee (1) by 2030. |
◼ | Reduce our Scope 3 emissions from business travel by 50% per employee (1) by 2030. |
◼ | Reduced emissions intensity per employee (1) by 43% from 4.90 MT CO2e in 2019 to 2.77 MT CO2e in 2024. |
◼ | Increased percentage of real estate portfolio, as measured by square footage, powered or offset by 100% renewable energy from 44% in 2023 to 56% in 2024. |
◼ | Reduced square footage per employee (1) by 45% in 2024 compared with 2019. |
(1) | “Per employee” refers to FTI Consulting’s total employee headcount (excluding independent contractors) as reported in our annual reports on Form 10-K filed with the SEC plus independent contractors. “Independent contractors” are defined as temporary resources who at times may travel on behalf of FTI Consulting for business purposes. See Appendix C for the reconciliations of “employees, excluding independent contractors,” to “employees, including independent contractors,” for each applicable calendar year ended December 31. |
(2) | HFCs, or refrigerant gas losses associated with office operations, are not included in FTI Consulting’s publicly reported 2024 emissions Scope 1 inventory. We are currently evaluating if HFCs are relevant to our business operations and our operational boundary. If relevant, we will revisit our Scope 1 emissions inventory and targets. |
◼ | 37% of employees (1) participated in FTI Consulting’s Corporate Citizenship Program in 2024. |
◼ | FTI Consulting professionals contributed approximately $12.7 million in pro bono services in 2024. |
◼ | Employee engagement score of 79% job satisfaction in 2024. (2) |
◼ | Voluntary employee turnover rate of 9% in 2024. |
◼ | Achieved a 90% and an 81% acceptance rate for experienced hires and campus hires, respectively, in 2024. |
◼ | 91% of employees (1) participated in talent development training programs in 2024. |
◼ | Global job applications increased 54% in 2024 compared with 2023. |
(1) | “Employees” refer to FTI Consulting’s total headcount as reported in our Annual Report on Form 10-K filed with the SEC for each calendar year ended December 31. |
(2) | Employee engagement statistics are based on employee responses to the Company’s 2024 Great Place to Work® survey. |
◼ | The Nominating, Corporate Governance and Social Responsibility (“NCGSR”) Committee oversees FTI Consulting’s ESG strategy and performance. |
◼ | 89% of our director nominees are independent. |
◼ | Independent non-Executive Board Chair and, following Board transition, empowered Lead Independent Director serves in ex-officio capacity on all Board Committees. |
◼ | 100% independent Board Committee membership. |
◼ | Annual election of directors by majority vote in uncontested elections, with director resignation policy. |
◼ | The NCGSR Committee reviews the Board leadership structure annually. |
◼ | Our independent directors meet in executive session regularly, have access to management and other employees, and conduct annual self- and Board- evaluations. |
◼ | We require that directors own FTI Consulting stock with a value of 5x the base annual retainer, and we have a director retirement policy. |
◼ | 33% of director nominees are female. |
◼ | 22% of director nominees are based outside of the U.S. |
◼ | No poison pill. |
◼ | No outstanding enhanced voting rights shares. |
◼ | Code of Ethics and Business Conduct Policy supported by training for all employees globally. |
◼ | Privacy Policy and mandatory periodic information technology security and privacy training for all employees globally. |
◼ | Third-party contractors must acknowledge FTI Consulting’s Anti-Corruption Policy and Vendor Code of Conduct. |
◼ | Policy on Reporting Concerns and Non-Retaliation and access to anonymous FTI Consulting Integrity Helpline for officers, employees and non-employee directors. |
◼ | Policy on Inside Information and Insider Trading supported by training for all employees globally. |
◼ | Policies related to specific legal and business requirements, such as anti-corruption laws, privacy laws and international sanctions rules. |
Annual Cash Base Salary | Fixed element of annual compensation. No change to the annual cash base salary “base salary” of our NEOs for 2024. | |||||||
Annual Incentive Pay (“AIP”) Program | Short-term cash incentive with variable payout opportunities based on Adjusted EPS, Adjusted EBITDA and individual performance measured against annual performance goals. No changes to the types of AIP performance measures and target values as a multiple of base salary payout opportunities for our CEO in 2024. AIP target opportunity for our other NEOs increased from 1.0x base salary in 2023 to 1.25x base salary in 2024. | |||||||
Long-Term Incentive Pay (“LTIP”) Program | Long-term equity incentives in the form of annual time-based award of restricted stock units (“RSU”) to our Chief Executive Officer (“CEO”) and time-based restricted stock awards (“RSA”) to all other NEOs, and awards of performance-based RSUs (“Performance RSU”) to all NEOs, with multiyear vesting schedules. No changes to LTIP performance measures and form of payout for our CEO in 2024. Target LTIP opportunity for our other NEOs increased from 1.0x base salary in 2023 to 1.25x base salary in 2024. | |||||||
2024 CEO’s Compensation at Target | 2024 Other NEOs’ Compensation at Target | ||||
$9.0 M Total Opportunity, Split | $2.45 M Total Opportunity, Split | ||||
![]() | ![]() |
![]() | Fall Informed by our summer report, we conduct discussions with shareholders to assess corporate governance and compensation trends and practices that are important to them. Winter Report shareholder feedback from our fall meetings to the Board and use shareholder feedback to enhance our proxy disclosure and make appropriate changes to our governance practices and executive compensation program. Spring Conduct follow-up conversations with our largest shareholders and extend an invitation to our 20 largest non-executive shareholders to discuss important issues that will be considered at our upcoming annual meeting. Summer Prepare a report for the Board that includes a review of voting results and feedback we received from our shareholders during the proxy season. This discussion informs outreach and engagement plans for our meetings with shareholders during the fall. | ||
89% Independent Directors | 33% Female Directors | 7 Years Average Tenure (Range: 0 to 13 years) | 64 Average Age | 22% Directors Based Outside of U.S. |
COMMITTEE MEMBERSHIP | ||||||||||||||||||||||||
DIRECTOR | AGE | DIRECTOR SINCE | INDEPENDENT DIRECTOR | AUDIT | COMPENSATION | NCGSR | ||||||||||||||||||
Steven H. Gunby President and Chief Executive Officer of FTI Consulting, Inc. | 67 | 2014 | ||||||||||||||||||||||
Mark S. Bartlett Retired Partner at Ernst & Young LLP | 74 | 2015 | ✔ | • | ||||||||||||||||||||
Elsy Boglioli Chief Executive Officer of Bio-Up | 43 | 2023 | ✔ | • | • | |||||||||||||||||||
Claudio Costamagna Chairman of CC e Soci S.r.l. | 68 | 2012 | ![]() | C | ||||||||||||||||||||
Nicholas C. Fanandakis Retired Chief Financial Officer of DuPont de Nemours, Inc. | 68 | 2014 | ✔ | C | ||||||||||||||||||||
Stephen C. Robinson Retired Partner at Skadden, Arps, Slate, Meagher & Flom LLP | 68 | 2022 | ✔ | • | • | |||||||||||||||||||
Laureen E. Seeger Chief Legal Officer of the American Express Company | 63 | 2016 | ✔ | • | • | |||||||||||||||||||
Eric T. Steigerwalt* President and Chief Executive Officer of Brighthouse Financial, Inc. | 63 | 2025 | ✔ | |||||||||||||||||||||
Janet H. Zelenka* Retired Executive Vice President, Chief Financial Officer and Chief Information Officer of Stericycle, Inc. | 66 | 2025 | ✔ | |||||||||||||||||||||
![]() | Lead Independent Director Nominee |
C | Committee Chair |
* | Mr. Steigerwalt and Ms. Zelenka were appointed to the Board in March 2025, but have not yet been appointed to any committees. |
PROPOSAL NUMBER | PROPOSAL | BOARD OF DIRECTORS VOTING RECOMMENDATION | ||||||
No. 1 | Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement | FOR each nominee | ||||||
Each of the nine directors has been nominated by the Board to stand for election as a director of the Company. Each nominee, if elected, will serve as a director for a one-year term until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest). (See page 12) | ||||||||
No. 2 | Consider and vote upon the ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2025 | FOR | ||||||
Our Audit Committee has appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm to audit our books and records for the year ending December 31, 2025. KPMG has acted as our auditor since 2006. We are offering shareholders the opportunity to ratify the appointment of our independent registered public accounting firm as a matter of good corporate governance practice. (See page 33) | ||||||||
No. 3 | Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2024 as described in the Proxy Statement | FOR | ||||||
In accordance with applicable law and the preference of our shareholders to cast an advisory (non-binding) vote on say-on-pay every year, we are affording our shareholders the opportunity to cast an advisory (non-binding) vote to approve the following resolution: | ||||||||
“RESOLVED, that the shareholders approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024 as described in the Proxy Statement for the Annual Meeting.” (See page 34) | ||||||||
No. 4 | Consider and vote upon the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035 | FOR | ||||||
Effective upon the approval of shareholders, the 2017 Plan will be amended to (i) increase the number of shares of Common Stock issuable under the 2017 Plan by an additional 676,000 shares and (ii) extend the expiration date of the 2017 Plan to June 4, 2035. We believe that the additional available shares of our Common Stock under the 2017 Plan will be sufficient to cover our equity needs for approximately three to five years (including 2025). (See page 35) | ||||||||
The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof | ||||||||
◼ | view our Proxy Statement for the Annual Meeting on the Internet; |
◼ | view our 2024 Annual Report on the Internet; |
◼ | vote your shares of Common Stock of the Company or authorize a proxy to vote your shares; and |
◼ | instruct us to send future proxy materials to you by mail or electronically by email. |
Proposal No. 1: Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement | As there are nine nominees for the nine director seats up for election, each nominee will be elected as a director if he or she receives the affirmative vote of a majority of the total votes cast “FOR” and “AGAINST” his or her election as a director at the Annual Meeting. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “AGAINST” with respect to a director’s election and will have no effect on the election of directors. The Board recommends a vote FOR the election of each nominee as a director. | ||||
Proposal No. 2: Consider and vote upon the ratification of KPMG LLP (“KPMG”) as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2025 | Ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2025 requires a majority of the votes cast on the proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions will not count as votes cast either “FOR” or “AGAINST” Proposal No. 2 and will have no effect on the outcome of this proposal. The Board recommends a vote FOR the ratification of the appointment of KPMG for the year ending December 31, 2025. | ||||
Proposal No. 3: Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2024 as described in the Proxy Statement | The approval of an advisory resolution approving the compensation of our named executive officers for the year ended December 31, 2024 as described in this Proxy Statement for the Annual Meeting requires a majority of the votes cast on this proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3 and will have no effect on the outcome of this proposal. However, this proposal is an advisory (non-binding) proposal. The Board recommends a vote FOR the advisory (non-binding) resolution to approve the compensation of our named executive officers for the year ended December 31, 2024 as described in the Proxy Statement for the Annual Meeting. | ||||
Proposal No. 4: Consider and vote upon an amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035 | The amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan requires a majority of the votes cast on the proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 4 and will have no effect on the outcome of this proposal. The Board recommends a vote FOR the approval of the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan. | ||||
◼ | You may notify our Corporate Secretary, at our office at 555 12th Street NW, Suite 700, Washington, D.C. 20004 or by email to FTI2025annualmeeting@fticonsulting.com, in writing that you wish to revoke your proxy. |
◼ | You may submit a proxy dated later than your original proxy. |
◼ | You may attend the Annual Meeting and vote by ballot if you are a shareholder of record. Merely attending the Annual Meeting will not by itself revoke a previously authorized proxy. You must submit a ballot and vote your shares of Common Stock at the Annual Meeting. |
◼ | For shares you hold beneficially or in street name, you may change your vote by following the specific voting instructions provided to you by the record holder to change or revoke any instructions you have already provided or, if you obtained a legal proxy from your broker, trust, bank, or other nominee or fiduciary giving you the right to vote your shares, by attending the Annual Meeting and voting. Again, attendance alone will not by itself revoke a previously authorized proxy. |
◼ | If You Vote by Mail. If you are a shareholder of record and receive your proxy materials by mail, you must mark the box on the proxy card you return to the Company indicating that you will attend the Annual Meeting. Your admission ticket is attached to your proxy card. |
◼ | If You Vote by Internet. If you are a shareholder of record and receive your materials electronically and authorize a proxy to vote your shares of Common Stock via the Internet, there will be instructions to follow when voting to register to attend the Annual Meeting and print out your admission ticket. |
◼ | Beneficial Owners. If you are a beneficial owner, bring the notice or voting instruction card that you received from the record holder to be admitted to the Annual Meeting. You will also be asked to present your brokerage statement reflecting your ownership of shares as of the close of business on the Record Date. You will not be able to vote your shares at the Annual Meeting without a legal proxy from the record holder. |
◼ | Authorized Proxy Holder or Named Representatives. If you are a shareholder as of the close of business on the Record Date and intend to appoint another individual as a proxy holder or authorized named representative to attend the Annual Meeting on your behalf, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at FTI Consulting, Inc., 555 12th Street NW, Suite 700, Washington, D.C. 20004 or by email to FTI2025annualmeeting@fticonsulting.com. Each shareholder may appoint only one proxy holder or authorized representative to attend the meeting on his or her behalf. Requests for authorized proxy holders or named representatives to attend the Annual Meeting must be received no later than Wednesday, May 14, 2025. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you own shares of Common Stock of the Company as of the close of business on the Record Date (such as a brokerage statement showing your name and address or a letter from the brokerage firm, trust, bank, or other nominee or fiduciary holding your shares); (iii) a signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares at the meeting. |
◼ | We reserve the right to deny entry to the Annual Meeting if the above conditions are not satisfied. |
◼ | Leadership Experience. Experience holding a significant leadership position in a complex organization or experience dealing with complex problems, including a practical understanding of strategy, processes, risk management and other factors that accelerate growth and change. |
◼ | Finance or Accounting Experience. Experience with finance and/or financial reporting that demonstrates an understanding of finance and financial information and processes. |
◼ | Services or Industry Experience. Experience with our key practice offerings or client industries — such as capital markets, mergers and acquisitions, restructuring, consulting, energy, financial institutions, healthcare and telecom, media and technology — to deepen the Board’s understanding and knowledge of our business. |
◼ | Government Experience. Experience working constructively and proactively with governments and agencies, both foreign and domestic. |
◼ | Other Public Company Board Experience. Experience serving on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management and the relationships among the board, the chief executive officer and other members of senior management. |
◼ | Global Experience. Experience managing or growing companies outside the U.S. or with global companies to broaden our knowledge, help direct our global expansion and help navigate the hurdles of doing business outside the U.S. |
◼ | Diversity. Diverse attributes, background, professional skills, work experience and other qualities to bring unique perspectives to the Board to help broaden the Company’s understanding and knowledge of the markets and clients we serve. |
◼ | Integrity and Credibility. High ethical standards and strength of character in the candidate’s personal and professional dealings and a willingness to be held accountable. |
◼ | Business Judgment. Mature and practical judgment and a history of making good business decisions in good faith and in a manner that will be in the best interests of the Company and its stakeholders. |
◼ | Collaborative Work Ethic. Ability to work together with other directors and management to carry out his or her duties in the best interests of the Company and its stakeholders. |
◼ | Need for Expertise. Extent to which the candidate has some quality or experience that would fill a present need on the Board. |
◼ | Sufficient Time. Extent to which the candidate is willing to devote sufficient time and effort to the affairs of the Company, as well as other factors related to the ability and willingness of the candidate to serve on the Board. |
◼ | Independence. Qualification of the candidate as independent under the rules of the New York Stock Exchange (“NYSE”) and the Company’s Categorical Standards of Director Independence, which are available in the Governance section of the Company’s website at https://www.fticonsulting.com/about/governance and under the listing rules of the NYSE. |
DIRECTOR | LEADERSHIP | FINANCIALLY LITERATE | SERVICES OR INDUSTRY | GOVERNMENT | OTHER PUBLIC COMPANY BOARD EXPERIENCE | GLOBAL | CYBERSECURITY | INDEPENDENCE | |||||||||||||||||||||||||
![]() | Mark S. Bartlett | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Elsy Boglioli | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Claudio Costamagna | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Nicholas C. Fanandakis | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Steven H. Gunby | • | • | • | • | • | |||||||||||||||||||||||||||
![]() | Stephen C. Robinson | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Laureen E. Seeger | • | • | • | • | • | • | ||||||||||||||||||||||||||
![]() | Eric T. Steigerwalt | • | • | • | • | • | |||||||||||||||||||||||||||
![]() | Janet H. Zelenka | • | • | • | • | • | |||||||||||||||||||||||||||
89% Independent Directors | 33% Female Directors | 7 Years Average Tenure (Range: 0 to 13 years) | 64 Average Age | 22% Directors Based Outside of U.S. |
2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | ||||
![]() Independent Director Director Since: 2015 Age: 74 | Mark S. Bartlett has extensive accounting and financial services experience, having retired as a Partner of Ernst & Young LLP (“Ernst & Young”), a leading accounting firm, in 2012. Mr. Bartlett joined Ernst & Young in 1972 and worked there until his retirement, serving as Managing Partner of the firm’s Baltimore office and Senior Client Service Partner for the Mid-Atlantic region. He is a Certified Public Accountant. Key Skills and Qualifications In addition to knowledge of the Company and experience as a director and Audit Chair of public companies, Mr. Bartlett brings perspectives on accounting and financial reporting, experience in accounting-related rules and regulations of the SEC, professional services and risk management experience and perspectives on mergers and acquisitions, among other financial expertise to our Board. Other Public Company Directorships and Committees: • T. Rowe Price Group, Inc. (Chair of Audit Committee and Member of Executive Compensation and Management Development Committee) • WillScot Mobile Mini Holdings Corp. (Chair of Audit Committee and Member of Compensation Committee) • Zurn Elkay Water Solutions Corporation (Lead Independent Director) (Member of Audit Committee and Member of Executive Committee) | ||||
![]() Independent Director Director Since: 2023 Age: 43 | Elsy Boglioli is the Chief Executive Officer of Bio-Up, a consulting firm providing advisory services to companies in the healthcare technology field, which she founded in 2019. From 2017 to 2019, Ms. Boglioli was Executive Vice President and Chief Operating Officer of Cellectis, a clinical-stage biopharmaceutical company focusing on cell therapies. Ms. Boglioli has extensive experience in the consulting services industry, having been employed by The Boston Consulting Group, a leading business strategy consulting services firm, from 2006 to 2017, and previously holding various positions, including Partner and Managing Director and leader of its biotech-focused business in Europe, and serving as a member of its global Strategy and Biopharma Practice leadership teams. Key Skills and Qualifications In addition to her various Chief Executive Officer roles, Ms. Boglioli brings deep experience in the professional services industry to our Board. Ms. Boglioli also provides perspectives on complex issues relevant to the Company’s business, including corporate strategy, international operational experience and the evolving healthcare industry. Other Foreign Public Company Directorships and Committees: • GenSight Biologics S.A. (Chair of Nominating Committee) • OSE Immunotherapeutics SA (Member of Nominating and Remuneration Committee) Select Current Foreign Non-Public Company Directorships and Committees: • Treefrog Therapeutics (Chair) • Inova.io • Metafora Biosystems • Womed Tech | ||||
2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | ||||
![]() Independent Director Director Since: 2012 Age: 68 | Claudio Costamagna is Chairman of CC e Soci S.r.l., a financial advisory firm he founded in 2007, and CC Holdings S.r.l., its parent. Mr. Costamagna has extensive experience in investment banking, having served for 18 years, until 2006, in various positions with The Goldman Sachs Group, Inc., culminating as Chairman of the Investment Banking Division in Europe, the Middle East and Africa from 2004 to 2006. Key Skills and Qualifications Mr. Costamagna offers our Board deep financial sector experience, including experience in corporate finance, investment banking, mergers and acquisitions, and private equity, as well as experience with management of global corporations. In addition, our Board believes Mr. Costamagna’s knowledge of our Company, along with his experience as a Chairman of various public and private companies, qualifies him to serve as a director. Select Past Foreign Public Company Directorships: • REVO S.p.A (Chairman) • Cassa Depositi e Prestiti (Chairman) Select Current Foreign Non-Public Directorships and Committees: • CC e Soci S.r.l. (Chairman) • Ferragamo Finanziaria S.p.A. • Finavedi S.p.A. • Italiana Petroli S.p.A. • Salini Costruttori S.p.A. • Unopiu S.p.A. (Chairman) | ||||
![]() Independent Director Director Since: 2014 Age: 68 | Nicholas C. Fanandakis served as Senior Advisor to the Chief Executive Officer of DuPont de Nemours, Inc. (“DuPont”), a leading global research and technology-based science company, from February 2020 to December 2020. In 2019, Mr. Fanandakis retired as an Executive Vice President of DuPont after 40 years of service. Mr. Fanandakis helped lead the company through the merger with The Dow Chemical Company and subsequent business separations. From 2009 to 2019, Mr. Fanandakis served as Chief Financial Officer and Executive Vice President of DuPont and led the company through major portfolio transformations. Mr. Fanandakis joined DuPont in 1979 as an accounting and business analyst, after which he served in a variety of plant, marketing, product management and business director roles. Mr. Fanandakis served as Group Vice President of DuPont Applied BioSciences from 2008 to 2009. Mr. Fanandakis also served as Vice President and General Manager of DuPont Chemical Solutions Enterprise from 2003 until 2007, when he was named Vice President of DuPont Corporate Plans. In 2023, Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. Key Skills and Qualifications Mr. Fanandakis offers our Board governance, information technology, accounting and financial reporting experience, including corporate finance, tax, mergers and acquisitions, banking and risk management. In addition, our Board believes Mr. Fanandakis’s knowledge of our Company, along with his experience as a director of various public companies, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Duke Energy Corp. (Member of Audit Committee and Member of Finance and Risk Management Committee) Past Public Company Directorships and Committees: • ITT Inc. (Member of Audit Committee and Member of Compensation and Personnel Committee) | ||||
2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | ||||
![]() Director Since: 2014 Age: 67 | Steven H. Gunby joined the Company as its President and Chief Executive Officer on January 20, 2014. Mr. Gunby has extensive experience in the consulting services industry, having formerly been employed by The Boston Consulting Group, a leading business strategy consulting services firm, for more than 30 years, beginning in 1983. The positions he held with The Boston Consulting Group include Global Leader, Transformation, from 2011 to 2014, and Chairman, North and South America, from 2003 to 2009. He also held other major managerial roles in his capacity as a Senior Partner and Managing Director since 1993, including serving as a member of The Boston Consulting Group’s Executive Committee. Key Skills and Qualifications The Board believes that Mr. Gunby’s significant knowledge of our Company and strong leadership qualities, along with his professional services experience leading global corporations through operational and cultural transformations and experience as a chairman of a public company board qualifies him to serve as a director. Other Public Company Directorships and Committees: • Arrow Electronics, Inc. (Chairman) | ||||
![]() Independent Director Director Since: 2022 Age: 68 | Stephen C. Robinson is a retired partner of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), a multinational law firm. Mr. Robinson joined Skadden in 2010 practicing in its litigation department, with a focus on government enforcement and white collar crime, until his retirement in 2021. Mr. Robinson previously served as a U.S. District Judge for the U.S. District Court for the Southern District of New York from 2003 to 2010, for which he was nominated by President George W. Bush. Prior to serving on the Southern District court, Mr. Robinson held several other positions in government. From 1998 to 2001, he served as a U.S. Attorney for the District of Connecticut, for which he was nominated by President William J. Clinton. From 1993 to 1995, he served as Principal Deputy General Counsel for the Federal Bureau of Investigation. Mr. Robinson has also served in multiple leadership and management roles, including as the Chief Executive Officer of Empower New Haven, a non-profit agency focused on urban development social services, from 2002 to 2003, and as the Chief Compliance Officer of Aetna U.S. Healthcare, a managed health care company, from 1996 to 1998. In 2023, Mr. Robinson completed the Certificate program in Navigating Emerging Technologies and More in a Complex World from the Cornell Tech Board Institute. Key Skills and Qualifications The Board believes that Mr. Robinson’s substantial legal experience with respect to compliance and risk management, litigation matters and government regulation, along with his experience serving on public and private company boards, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Dycom Industries, Inc. (Member of Audit Committee and Member of Finance Committee) Select Non-Public Directorships and Committees: • Cornell University (Trustee) • Lincoln Center for the Performing Arts (Trustee) • The New York Community Trust (Trustee) • Weill Cornell Medicine (Fellow) | ||||
2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | ||||
![]() Independent Director Director Since: 2016 Age: 63 | Laureen E. Seeger is Chief Legal Officer of the American Express Company, a diversified financial services company, having previously held the title of Executive Vice President and General Counsel from 2014 to 2018. From 2006 through 2014, Ms. Seeger served as Executive Vice President, General Counsel and Chief Compliance Officer at McKesson Corporation, a global diversified healthcare services company, where she led the Law, Public Affairs, Compliance and Corporate Secretary functions while guiding the company through complex legal and regulatory environments and contributing to its financial growth. Ms. Seeger joined McKesson in 2000 as General Counsel of its Technology Division. In this role, she provided leadership through complex merger and acquisition transactions and product evolutions while building the Law Department and enhancing client service. Key Skills and Qualifications The Board believes that Ms. Seeger’s experience as Chief Legal Officer of a global, public company and knowledge of litigation, regulatory requirements, government affairs, compliance and risk management, as well as her experience serving on private company boards, qualifies her to serve as a director. Select Non-Public Directorships and Committees: • Central Park Conservancy (Trustee) • University of Wisconsin Foundation and Alumni Association (Chair of Governance Committee) • Executive Committee of the Association of General Counsel | ||||
![]() Independent Director Director Since: 2025 Age: 63 | Eric T. Steigerwalt currently serves as the President and Chief Executive Officer of Brighthouse Financial, Inc. one of the largest providers of annuities and life insurance in the United States. In his role, Mr. Steigerwalt led the successful spin-off of Brighthouse Financial from MetLife in 2017. He also serves as chairman of the Brighthouse Financial Foundation and chairman of Brighthouse Scholar Connections, Inc. Prior to the spin-off of Brighthouse Financial, Mr. Steigerwalt spent 19 years at MetLife, Inc. From 2012 to 2017, Mr. Steigerwalt served as Executive Vice President of U.S. Retail. Earlier, he served as Interim Chief Financial Officer from 2011 to 2012, CFO of the U.S. Business from 2010 to 2011, Senior Vice President and Treasurer from 2007 to 2009, CFO of the Individual Business from 2003 to 2007 and Senior Vice President of Investor Relations and Financial Management from 2000 to 2003. Key Skills and Qualifications Mr. Steigerwalt brings to our Board experience as a chief executive officer and chief financial officer and knowledge of corporate strategy and finance, as well as experience leading a corporation through operational and cultural transformation. In addition, Mr. Steigerwalt possesses experience serving as a director of various public and private companies. Other Public Company Directorships and Committees: • Brighthouse Financial, Inc. (Chair of Executive Committee) Select Non-Public Directorships and Committees: • American Council of Life Insurers | ||||
2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | ||||
![]() Independent Director Director Since: 2025 Age: 66 | Janet H. Zelenka is the former Executive Vice President, Chief Financial Officer and Chief Information Officer of Stericycle, Inc., which she joined in 2019 and retired from in 2024 following its acquisition. From 2003 to 2019, Ms. Zelenka was employed by Essendant Inc., where she held various positions, including Senior Vice President, Chief Financial Officer and Chief Information Officer from April 2017 to March 2019, overseeing all finance, technology and business integration functions, and Senior Vice President and Chief Information Officer from 2015 to 2017. Earlier, Ms. Zelenka worked at SBC Ameritech (now AT&T), serving in a range of IT, financial and operational roles, including Chief Financial Officer of Ameritech from 1997 to 1999. Key Skills and Qualifications Ms. Zelenka brings to our Board her experience as a chief financial officer and chief information officer and knowledge of corporate finance, accounting, mergers and acquisitions, information technology and cybersecurity. In addition, Ms. Zelenka possesses experience serving as audit committee chair of various private company boards. Select Non-Public Directorships and Committees: • IDEAL Industries (Audit Committee Chair) • U.S. Venture (Audit Committee Chair) | ||||
BOARD OF DIRECTORS | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NCGSR Committee | |||||||||||
Total Meetings Held | 11 | 5 | 6 | 6 | ||||||||||
NAME | AUDIT | COMPENSATION | NCGSR | ||||||||
Brenda J. Bacon (1) | • | Chair | |||||||||
Mark S. Bartlett | • | ||||||||||
Elsy Boglioli | • | • | |||||||||
Claudio Costamagna | Chair | ||||||||||
Nicholas C. Fanandakis | Chair | ||||||||||
Gerard E. Holthaus (1) | • | • | |||||||||
Stephen C. Robinson | • | • | |||||||||
Laureen E. Seeger | • | • | |||||||||
Eric T. Steigerwalt (2) | |||||||||||
Janet H. Zelenka (2) | |||||||||||
(1) | Each of Ms. Bacon and Mr. Holthaus will have reached the retirement age of 75 prior to the Annual Meeting and therefore, pursuant to our Corporate Governance Guidelines, will not be nominated to stand for re-election to the Board by shareholders of the Company at the Annual Meeting. Ms. Bacon and Mr. Holthaus will continue to serve as members of their respective Committees until the Annual Meeting. |
(2) | Mr. Steigerwalt and Ms. Zelenka were appointed to the Board in March 2025, but have not yet been appointed to any committee. In light of Mr. Holthaus’s and Ms. Bacon’s retirements from the Board, the appointments of Mr. Steigerwalt and Ms. Zelenka, and the appointments of Mr. Gunby as Board Chairman and Mr. Costamagna as Lead Independent Director, the NCGSR Committee expects to reconsider the Board’s committee composition at its regularly scheduled meeting immediately following the Annual Meeting. |
◼ | selects, oversees and retains our independent registered public accounting firm; | ||||
◼ | reviews and discusses the scope of the annual audit and written communications by our independent registered public accounting firm to the Audit Committee and management; | ||||
◼ | oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow; | ||||
◼ | approves audit and non-audit services by our independent registered public accounting firm and applicable fees; | ||||
◼ | reviews and discusses our periodic reports filed with the SEC; | ||||
◼ | reviews and discusses our earnings press releases and communications with financial analysts and investors; | ||||
◼ | oversees our internal audit activities; | ||||
◼ | oversees our disclosure controls and procedures; | ||||
◼ | reviews Section 404 of the Sarbanes-Oxley Act of 2002, internal control over financial reporting; | ||||
◼ | oversees and monitors our Policy on Reporting Concerns and Non-Retaliation and related reports; | ||||
◼ | reviews and discusses risk assessment and risk management policies and practices, including risks associated with cybersecurity- related matters; | ||||
◼ | oversees the administration of the Code of Ethics and Business Conduct and other ethics policies; | ||||
◼ | reviews, discusses and approves insider and affiliated person transactions; | ||||
◼ | administers the policy with respect to the hiring of former employees of the Company’s independent registered public accounting firm; | ||||
◼ | performs an annual self-evaluation of the Audit Committee; | ||||
◼ | reviews the Charter of the Audit Committee and recommends changes to the NCGSR Committee for submission to the Board for approval; and | ||||
◼ | prepares the Audit Committee Report required to be included in the annual proxy statement. | ||||
◼ | approves the compensation of our CEO; | ||||
◼ | administers our equity-based compensation plans and approves awards under such plans; | ||||
◼ | establishes objective performance goals, individual award levels and operative and subjective performance measures and adjustments, and oversees all aspects of executive officer incentive compensation; | ||||
◼ | reviews and approves or recommends that the Board approve employment, consulting and other contracts or arrangements with present and former executive officers; | ||||
◼ | reviews the compensation disclosures in the annual proxy statement and annual report on Form 10-K filed with the SEC and discusses the disclosures with management; | ||||
◼ | performs annual performance evaluations of our CEO and reviews the CEO’s annual performance evaluations of other executive officers, in conjunction with the independent Chairman of the Board or other presiding director, as applicable, and Chair of the NCGSR Committee and other Committee members; | ||||
◼ | performs an annual self-evaluation of the Compensation Committee; | ||||
◼ | reviews the Charter of the Compensation Committee and recommends changes to the NCGSR Committee for submission to the Board for approval; | ||||
◼ | prepares the Compensation Committee Report included in the annual proxy statement; | ||||
◼ | submits all equity-based compensation plans, executive officer compensation plans and material revisions to such plans to a vote of the Board and to a vote of shareholders if shareholder approval is required; and | ||||
◼ | provides that shareholders have the opportunity to vote on (i) an advisory (non-binding) resolution to approve the compensation of the Company’s NEOs in accordance with the frequency selected by shareholders and (ii) the frequency of the shareholder advisory (non-binding) vote to approve the resolution approving the compensation of the NEOs at least once every six years. | ||||
◼ | identifies and qualifies the annual slate of directors for nomination by the Board; | ||||
◼ | reviews non-employee director compensation and recommends changes to the Board for approval; | ||||
◼ | assesses the independence of directors for the Board and Committees; | ||||
◼ | identifies and qualifies the candidates for Chairman of the Board and for membership and chairmanship of the Committees for election by the Board; | ||||
◼ | identifies and qualifies candidates to fill vacancies occurring between annual meetings of shareholders for election by the Board; | ||||
◼ | monitors compliance with, and reviews proposed changes to, our Corporate Governance Guidelines, the Charters of the Committee, and other policies and practices relating to corporate governance for submission to the Board for approval; | ||||
◼ | monitors and reviews responses to shareholder communications with non-management directors together with the independent Chairman of the Board or presiding director, as applicable; | ||||
◼ | oversees the process for director education; | ||||
◼ | oversees the process for Board and Committee annual self-evaluations; | ||||
◼ | oversees the process for performance evaluations of our executive officers in conjunction with our independent Chairman of the Board and the Compensation Committee; | ||||
◼ | oversees the process relating to succession planning for our CEO and other executive officer positions; | ||||
◼ | reviews directors’ and officers’ liability insurance terms and limits; | ||||
◼ | oversees, and reports to the Board and other interested Committees, regarding social responsibility, human capital and ESG-, climate change- and other sustainability-related factors; | ||||
◼ | reviews and discusses with management the Company’s reports that address ESG-, climate change- and sustainability-related topics; | ||||
◼ | reviews the Charter of the NCGSR Committee and recommends changes to the Board for approval; | ||||
◼ | reviews the annual proxy statement disclosures, including those pertaining to the nomination of directors, the election of directors, the independence of directors, corporate governance, and ESG-, climate change- and sustainability-related topics; and | ||||
◼ | performs an annual self-evaluation of the NCGSR Committee. | ||||
COMPENSATION ELEMENTS | 2024 DIRECTOR COMPENSATION VALUES(1) (5) ($) | ALTERNATIVE FORMS OF PAYMENT | ||||||||||
Annual Retainer: (2) (5) (6) | 50,000 | Cash or Deferred Stock Units | ||||||||||
Annual Committee Chair Fees: (2) (5) | 10,000 — Chair of Audit Committee 7,500 — Chair of Compensation Committee 5,000 — Chair of Nominating, Corporate Governance and Social Responsibility Committee | Cash or Deferred Stock Units | ||||||||||
Additional Annual Non-Employee Chairman of the Board Fee: (2) (5) | 200,000 | Cash or Deferred Stock Units | ||||||||||
Annual Equity Award: (2) (3) (4) (5) (6) | 250,000 | Restricted Stock, Restricted Stock Units, Deferred Restricted Stock Units or Cash | ||||||||||
(1) | Continuing non-employee directors receive payment of the annual retainer and annual equity award, and Chairman of the Board or Committee Chair fee, if applicable, as of the date of each annual meeting of shareholders. A new non-employee director receives a prorated annual retainer and equity award upon first being elected to the Board other than at an annual meeting. A non-employee director, who is appointed as a chair other than following an annual meeting, receives a prorated non-executive Chairman of the Board or Committee Chair fee, as applicable. |
(2) | U.S. non-employee directors are permitted to voluntarily defer annual retainer payments (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and/or annual equity compensation awards in the form of deferred stock units or deferred restricted stock units, respectively. Deferred stock units awarded on account of deferred annual retainer and Chairman of the Board and/or Committee Chair fees are vested in full on the grant date. Deferred restricted stock units granted on account of deferred annual equity compensation awards vest in full on the first anniversary of the grant date unless vesting is accelerated as described in footnote (4) below. Each deferred stock unit and deferred restricted stock unit represents the right to receive one share of Common Stock upon the earliest of (i) a separation from service event, (ii) an elected payment date and (iii) certain other permissible payment events, in each case, in accordance with Section 409A (“Code Section 409A”) of the U.S. Internal Revenue Code of 1986, as amended. |
(3) | The annual equity award, unless deferred, is in the form of shares of restricted stock in the case of U.S. non-employee directors and restricted stock units in the case of non-U.S. non-employee directors. Each restricted stock unit represents the right to receive one share of Common Stock upon vesting. Annual equity awards are non-transferable and vest in full on the first anniversary of the grant date unless vesting is accelerated as described in footnote (4) below. |
(4) | All unvested shares of restricted stock and restricted stock units will immediately vest in full upon a non-employee director’s (i) death, (ii) “Disability” (as defined in the Director Plan), (iii) cessation of service within one year following a Change in Control unless other accommodations are made with respect to such awards (iv) cessation of service at the expiration of a director’s term due to the Company’s failure to renominate such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion), due to the request of such director or as a result of a voluntary resignation) or (v) cessation of service due to failure of the Company’s shareholders to elect such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion)). |
(5) | The number of (i) deferred stock units awarded to a non-employee director as annual retainer compensation (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and (ii) shares of restricted stock, restricted stock units and deferred restricted stock units awarded to a non-employee director as annual equity compensation, in each case will be determined by dividing (a) the U.S. dollar value of such award by (b) the closing price per share of Common Stock reported on the NYSE for the grant date. Fractional restricted shares, restricted stock units, deferred stock units and deferred restricted share units are rounded down to the nearest whole share. |
(6) | If we do not have sufficient shares of Common Stock authorized under our shareholder-approved equity compensation plan to fund annual retainer and equity awards in stock-based awards, such awards will be funded in cash. The payout of such cash amounts will be subject to the terms of the applicable deferred compensation payment and vesting and accelerated vesting conditions, including the requirements of Code Section 409A. Such cash amounts generally will accrue interest at the rate of 6% per annum. |
NAME | ANNUAL RETAINER AND CHAIR FEE EARNED OR PAID IN CASH ($) (a) | STOCK AWARDS (1) ($) (b) | OPTION AWARDS (1) ($) (c) | ALL OTHER COMPENSATION (2) ($) (d) | TOTAL ($) (e) | ||||||||||||
2024 Non-Employee Directors: | |||||||||||||||||
Brenda J. Bacon | 55,000 | 249,862 | — | — | 304,862 | ||||||||||||
Mark S. Bartlett | 50,000 | 249,862 | — | — | 299,862 | ||||||||||||
Elsy Boglioli (3) | 50,000 | 249,862 | — | — | 299,862 | ||||||||||||
Claudio Costamagna | 57,500 | 249,862 | — | — | 307,362 | ||||||||||||
Nicholas C. Fanandakis | 60,000 | 249,862 | — | — | 309,862 | ||||||||||||
Gerard E. Holthaus | 250,000 | 249,862 | — | — | 499,862 | ||||||||||||
Stephen C. Robinson | 50,000 | 249,862 | — | — | 299,862 | ||||||||||||
Laureen E. Seeger | — | 299,834 | — | — | 299,834 | ||||||||||||
(1) | The balances of each non-employee director’s equity-based awards as of December 31, 2024 (excluding vested shares of Common Stock) are set forth in the table below: |
NAME | UNVESTED RESTRICTED SHARES OR RESTRICTED STOCK UNITS | VESTED DEFERRED STOCK OR DEFERRED STOCK UNITS | UNVESTED DEFERRED STOCK OR DEFERRED STOCK UNITS | UNEXERCISED STOCK OPTIONS | ||||||||||||||
2024 Non-Employee Directors: | ||||||||||||||||||
Brenda J. Bacon | 1,145 | — | — | — | ||||||||||||||
Mark S. Bartlett | 1,145 | — | — | — | ||||||||||||||
Elsy Boglioli | 1,145 | — | — | — | ||||||||||||||
Claudio Costamagna | 1,145 | — | — | — | ||||||||||||||
Nicholas C. Fanandakis | — | 2,821 | 1,145 | — | ||||||||||||||
Gerard E. Holthaus | 1,145 | 37,500 | — | — | ||||||||||||||
Stephen C. Robinson | 1,145 | — | — | — | ||||||||||||||
Laureen E. Seeger | — | 5,830 | 1,145 | — | ||||||||||||||
(2) | No current director received perquisites or other benefits aggregating more than $10,000 in 2024. |
◼ | Categorical Standards of Director Independence |
◼ | Corporate Governance Guidelines |
◼ | Code of Ethics and Business Conduct |
◼ | Anti-Corruption Policy |
◼ | Whistleblower Policy |
◼ | Policy on Disclosure Controls |
◼ | Policy on Inside Information and Insider Trading |
◼ | Annual Director Elections. Shareholders elect our directors annually to hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest). | ||||
◼ | Empowered Lead Independent Director. Gerard E. Holthaus has served as our non-employee independent Chairman of the Board since December 2013. In light of Mr. Holthaus’s retirement from the Board, Claudio Costamagna has been appointed as our Lead Independent Director, effective upon his re-election at the Annual Meeting. More information about our Board Leadership Structure may be found in the section titled “— Board Leadership Structure” on page 26 of this Proxy Statement. | ||||
◼ | Majority Voting in Uncontested Director Elections. A nominee in an uncontested election shall be elected as a director only if such nominee receives the affirmative vote of a majority of the total votes cast “FOR” and “AGAINST” as to such nominee at a meeting. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “AGAINST” with respect to a director’s election and will have no effect on the election of directors. | ||||
◼ | Director Resignation. Our Corporate Governance Guidelines provide that in an uncontested election, if an incumbent director fails to receive the required majority vote, he or she must offer to resign from the Board. The NCGSR Committee will (a) consider such offer to resign, (b) determine whether to accept such director’s resignation and (c) submit such recommendation for consideration by the Board. The director whose offer to resign is under consideration may not participate in any deliberation or vote of the NCGSR Committee or the Board regarding his or her offer of resignation. In the event that all directors offer to resign in accordance with our resignation policy, the NCGSR Committee will make a final determination as to whether to recommend to the Board to accept all offers to resign, including those offers made by members of the NCGSR Committee. The NCGSR Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s offer to resign. Within 90 days after the date of certification of the election results, the Board will publicly disclose the Board’s decision of whether or not to accept an offer of resignation. If such incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest). If a director’s offer to resign is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s Bylaws or reduce the size of the Board. | ||||
◼ | Executive Sessions. Our Board meets regularly in executive sessions, without the presence of our CEO and other management. | ||||
◼ | Shareholder Rights Plan. We do not have a shareholder rights plan and are not currently considering adopting one. | ||||
◼ | Shareholder Power to Amend Bylaws. Our shareholders, by the affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote, have the power to adopt, alter or repeal any Bylaw of the Company. | ||||
◼ | Enhances strategy development and oversight. Mr. Gunby’s familiarity with the Company’s business and his extensive professional services industry experience make him most capable of identifying strategic considerations and facilitating Board discussions about the development and oversight of the Company’s business strategy, which is a key role of Board leadership. |
◼ | Preserves leadership by independent directors. The Lead Independent Director’s clearly defined role and responsibilities as detailed below, coupled with leadership of each Board committee by an independent director, helps to confirm that the independent directors have the ability to devote Board attention to matters that they deem appropriate. |
◼ | Promotes timely communications and enhances Board efficiency and effectiveness. The Board believes that Mr. Gunby’s day-to-day role in managing our business and implementing strategy provides him with access to the people, information, and resources that allow him to efficiently identify and timely communicate significant business developments and sensitive matters, which is important for effective governance. The Lead Independent Director’s role supplements that process by relaying feedback from the independent directors. |
◼ | Acting as Leader of the Independent Directors by presiding as Chair in executive sessions of the independent directors and at Board meetings when the Chairman is not present; determining the frequency, timing and calling of executive sessions of the independent directors and serving as an ex-officio member of each Board committee; |
◼ | Determining Board and Committee meeting agendas and schedules, in consultation with the Chairman and committee chairs; |
◼ | Serving as the principal liaison between management and the independent directors by overseeing the exchange of information and supporting data between the Company’s management and the Board, including information gathered through meetings with executive officers and other global leaders, providing feedback to management on the scope and quality of information sent to the Board, and leading discussions among the independent directors regarding the Chairman and CEO’s performance; |
◼ | Championing Board refreshment and self-evaluation by assisting in the NCGSR Committee’s efforts to recruit directors and, together with the Chairman, extending invitations to potential directors to join the Board, and leading the Board’s annual self-assessment process, including evaluating the effectiveness of the Board’s leadership structure; |
◼ | Recommending Board and Committee membership and leadership to the NCGSR Committee and to the Chairman; |
◼ | Communicating with shareholders, including engaging in consultation and direct communication with shareholders on behalf of the independent directors and the Board, upon request; and |
◼ | Retaining outside advisors and consultants who report directly to the Board of Directors on Board-wide issues. |
◼ | PROVIDE our NEOs with competitive total pay opportunities to retain, motivate and attract talented executive officers. | ||||
◼ | MAINTAIN continuity of executive management by delivering opportunities for our CEO and other NEOs to earn competitive compensation. | ||||
◼ | Structure our executive compensation program to ALIGN THE INTERESTS of our CEO and other NEOs with those of our shareholders by encouraging solid corporate growth and the prudent management of risks and rewards. | ||||
◼ | BALANCE the emphasis on short-term and long-term compensation opportunities, focusing on the attainment of financial and strategic goals that contribute to the creation of shareholder value. | ||||
◼ | Place a significant percentage of each NEO’s total compensation opportunity AT-RISK and subject to the attainment of financial goals that drive or measure the creation of shareholder value. | ||||
◼ | Pay-for-PERFORMANCE. | ||||
◼ | Manage our executive compensation program CONSISTENTLY among our CEO and other participating NEOs. | ||||
◼ | LIMITING perquisites and other non-performance-based entitlements. | ||||
(i) | increase the number of authorized shares of Common Stock that the Company may issue by 676,000 new shares, all of which can be used for full-value awards; and |
(ii) | extend the expiration date of the 2017 Plan, as amended, to and including the 10th anniversary date of the effective date of the Amendment, or June 4, 2035, from the current termination date of June 3, 2030. |
Years | Full-Value Shares (1) (a) | Total Weighted Average Number of Common Shares Outstanding (b) | Burn Rate (c) | ||||||||
2022 | 341 | 33,693 | 1.01% | ||||||||
2023 | 276 | 33,924 | 0.81% | ||||||||
2024 | 361 | 35,208 | 1.03% | ||||||||
Three-Years Ended December 31, 2024 | 0.95% | ||||||||||
(1) | The burn rates exclude performance-based restricted stock unit (“Performance RSU”) awards for an aggregate of 102,543, 79,682 and 84,482 shares of Common Stock at maximum, awarded in 2022, 2023 and 2024, respectively. Full-value shares in Column (a) includes actual shares of Common Stock underlying Performance RSUs issued to recipients upon certification of the extent of achievement. |
✔ | No discounted stock options and stock appreciation rights (“SAR”). Stock options and SARs may not be granted with an exercise price lower than the closing price per share of Common Stock on the grant date. |
✔ | No repricing of stock options and SARs. The Administrator may not reprice stock options or SARs, including through the cancellation or replacement of such stock options or SARs, without shareholder approval, or permit the cash buyout of underwater stock options or SARs. |
✔ | No automatic reloads of stock options and SARs. The 2017 Plan does not provide for the automatic reload of stock options and SARs. |
✔ | No “evergreen” provisions. There is no “evergreen” or automatic replenishment provision pursuant to which the shares authorized for issuance under the 2017 Plan are automatically replenished. |
✔ | No automatic grants. The 2017 Plan does not provide for automatic grants to any eligible participant. |
✔ | Annual limit on non-employee director awards. The aggregate fair value (computed as of the applicable grant date) of total compensation (consisting of cash retainers and other cash compensation, as well as equity awards granted under the 2017 Plan) to any non-employee director in any calendar year shall not exceed $750,000, subject to Board discretion to make exceptions to the limit for a non-executive Chairman of the Board or, in extraordinary circumstances, for an individual non-employee director, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation. |
✔ | No dividends or dividend equivalents on unearned awards. Cash, stock and any other property declared as a dividend or dividend equivalent with respect to any equity award shall not be distributed, paid or credited but may be accumulated and distributed, paid or credited at the time that any applicable restrictions or risks of forfeiture with respect to such award will lapse. |
✔ | No automatic acceleration on a “Change in Control.” The 2017 Plan does not provide for automatic “single trigger” equity acceleration or severance benefits on a “Change in Control” (as defined in the 2017 Plan). |
As of March 6, 2025 | |||||
Total shares issuable upon exercise of outstanding stock options | 57,830 | ||||
Weighted average exercise price of outstanding stock options | $37.99 | ||||
Weighted average remaining term of outstanding stock options | 1.6 years | ||||
Total shares subject to outstanding restricted stock and other full-value stock-based awards | 1,314,705 | ||||
Total shares available for future grants under the 2017 Plan | 559,549 | ||||
Common Stock outstanding | 35,380,246 | ||||
◼ | Our equity-based compensation programs align the interests of our executive officers and key employees with those of our shareholders. | ||||
◼ | Equity-based compensation is an important tool to recruit and retain revenue-generating professionals and expand our business, particularly in the context of our private competitors that can offer partnership and other ownership incentives we cannot offer to recruit and retain professionals. Participation in our primary retention program for SMDs, which includes equity-based compensation awards, has increased from just over 20% of such professionals in June 2020 to over 40% currently. | ||||
◼ | We have sought to reduce the dilutive impact of our equity-based compensation on our shareholders through stock repurchase programs, repurchasing more than 4.4 million shares between 2020 and 2024. | ||||
a. | Stock Options. A stock option represents the right to purchase a share of Common Stock at a predetermined exercise price. The Administrator may grant nonstatutory stock options or incentive stock options to qualified participants. The Administrator will set the terms of each stock option, including the number of shares, exercise price, vesting period and option duration, but in no event will the term of any option exceed 10 years. All stock options (other than stock options subject to awards that are assumed, converted or substituted in connection with a corporate transaction) must have an exercise price at least equal to the closing price of one share of our Common Stock as reported on the NYSE on the date of grant (“fair market value”), or, in the case of incentive stock options granted to a 10% shareholder of the Company, at least 110% of the fair market value of a share of Common Stock on the date of grant. The Administrator may authorize stock options to be exercised by payment in full of the exercise price in cash or by delivery of previously owned shares of Common Stock, through a broker cashless exercise program, or through net settlement of shares. |
b. | Stock Appreciation Rights. A SAR entitles the recipient to receive a payment having an aggregate value equal to the product of (1) the excess of (A) the fair market value on the exercise date of one share of Common Stock over (B) the base price per share specified in the applicable award agreement, multiplied by (2) the number of shares specified by the SAR, or portion thereof, which is exercised. Payment of the amount payable upon any exercise of a SAR may be made by the delivery of shares of Common Stock or cash or any combination of shares of Common Stock and cash. If upon settlement of the exercise of a SAR the holder is to receive a portion of such payment in shares of Common Stock, the number of shares will be determined by dividing such portion by the fair market value of a share of Common Stock on the exercise date. The base price per share specified in the grant agreement will not be less than the fair market value of a share of Common Stock on the date of grant (other than in the case of the base price of awards that are assumed, converted or substituted in connection with a corporate transaction). No fractional shares will be used for such payment, and the Administrator will determine whether cash will be given in lieu of such fractional shares or whether such fractional shares will be rounded up or down to the nearest whole share. For purposes of counting against the aggregate share limitation of the 2017 Plan, SARs to be settled in shares of Common Stock will be counted based upon the number of actual shares issued upon settlement of the SARs. The term of the SARs will not exceed 10 years. |
c. | Stock Awards. Restricted stock awards consist of shares of Common Stock that are awarded to a participant and that are subject to forfeiture or vesting during a pre-established period if certain conditions are met. The amount and terms of restricted stock awards will be set by the Administrator pursuant to a written award agreement. Unrestricted stock awards consist of shares of Common Stock that are not subject to forfeiture or vesting conditions. A holder of restricted stock will generally have all the |
d. | Phantom Stock. Phantom stock awards, including phantom stock units, restricted stock units and stock units, are full-value awards denominated in stock-equivalent units. The amount and terms of a stock unit award will be set by the Administrator pursuant to a written award agreement. Stock units granted to a participant will be credited to a bookkeeping reserve account solely for accounting purposes and will not require a segregation of any of our assets. An award of stock units may be settled in shares of our Common Stock, in cash or in a combination of shares of Common Stock and cash. A holder of stock units generally will not have any rights of a shareholder with respect to any shares of Common Stock represented by a stock unit solely as a result of the grant of a stock unit. |
e. | Performance Awards. Performance awards are awards of cash, shares of Common Stock or a combination of cash and shares of Common Stock, which become vested or payable upon the satisfaction of pre-determined performance goals over the pre-determined performance period. The performance goals for performance awards generally will be based on one or more financial, operating or stock performance criteria determined by the Administrator and have historically included Adjusted EPS, Adjusted EBITDA and relative total shareholder return. |
f. | Other Stock-Based Awards. Other stock-based awards are awards denominated or valued, in whole or in part, by reference to or otherwise based on, or related to, the value of our Common Stock. Other stock-based awards may be denominated in cash, in shares of Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into shares of Common Stock, or in any combination of the foregoing and may be paid in shares of Common Stock or other securities, in cash, or in a combination of shares of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator. The Administrator will set the terms and amounts of other stock-based awards pursuant to written award agreements. |
g. | Other Cash-Based Awards. The Administrator may grant cash-based awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it determines. Cash-based awards will be credited to a bookkeeping reserve account solely for accounting purposes, will not require a segregation of any of our assets and will be payable in cash only. |
a. | Awards, whether or not then vested, will be continued, assumed or have new rights substituted therefor, as determined by the Administrator on a basis at least as beneficial to the participant as under the original award agreement, and the vesting conditions and restrictions to which any award granted on or after June 7, 2017 and prior to the “Change in Control” are subject will not automatically lapse upon a “Change in Control.” However, in the event that, within two years following the “Change in Control,” (or such shorter period as determined by the Administrator), the participant’s service with the Company or any of its affiliates is involuntarily terminated by the Company or any of its affiliates for any reason other than for “Cause,” and other than as a result of death or “Disability,” or pursuant to a participant’s “Good Reason” termination right (which terms will have the meanings assigned to them in the participant’s employment agreement or the applicable award agreement), all outstanding awards granted to such participant, which have not yet vested will immediately vest and become exercisable, and all restrictions on such awards will immediately lapse. |
b. | To the extent that awards will not be continued, assumed or have new rights substituted therefor in connection with a “Change in Control,” the Administrator may provide for the purchase of any awards by the Company or an affiliate for an amount of cash equal to the excess (if any) of the highest price per share of Common Stock paid in connection with such “Change in Control” transaction with respect to the shares of the Company’s Common Stock covered by such awards over the aggregate exercise price, if any, of such awards. In addition, the Administrator may, in its sole discretion, terminate all outstanding and unexercised awards that provide for a participant elected exercise, effective as of the date of the “Change in Control,” by delivering notice of termination to each participant at least 20 days prior to the date of consummation of the “Change in Control,” in which case during the period from the date on which such notice of termination is delivered to the consummation of the “Change in Control,” each such participant will have the right to exercise in full all of such participant’s awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the award agreements), but any such exercise will be contingent on the occurrence of the “Change in Control,” and, provided that if the “Change in Control” does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise will be null and void. |
Name and Position as of December 31, 2024 | Aggregate Number of Shares of Restricted Stock, Restricted Stock Units or Stock Units (1) | Aggregate Number of Shares Underlying Option Awards | Weighted Average Exercise Price per Share | ||||||||||||||||||||||||||
2017 Plan (a) | 2009 Plan (b) | 2006 Plan (c) | 2017 Plan (d) | 2009 Plan (e) | 2006 Plan (f) | 2017 Plan (g) | 2009 Plan (h) | 2006 Plan (i) | |||||||||||||||||||||
Steven H. Gunby President and Chief Executive Officer | 122,206 | — | — | — | 5,389 | — | — | $37.10 | — | ||||||||||||||||||||
Ajay Sabherwal Chief Financial Officer | 14,136 | — | — | — | 13,065 | — | — | $40.36 | — | ||||||||||||||||||||
Paul Linton Chief Strategy and Transformation Officer | 14,136 | — | — | — | 25,713 | — | — | $36.88 | — | ||||||||||||||||||||
Curtis P. Lu General Counsel | 14,136 | — | — | — | 13,663 | — | — | $38.17 | — | ||||||||||||||||||||
Holly Paul Chief Human Resources Officer | 13,029 | — | — | — | — | — | — | — | — | ||||||||||||||||||||
All Executive Officers as a Group (7 persons) | 181,171 | — | — | — | 57,830 | — | — | $37.99 | — | ||||||||||||||||||||
Non-Employee Director Group (8 persons) | 17,811 | — | 37,500 | — | — | — | — | — | — | ||||||||||||||||||||
Non-Executive Officer Employee Group (370 persons) | 884,862 | 164,778 | 20,085 | — | 2,233 | — | — | $36.43 | — | ||||||||||||||||||||
(1) | Performance RSUs are presented at maximum. |
◼ | each of the NEOs named in this Proxy Statement; | ||||
◼ | each person known by us to own beneficially more than 5% of our outstanding shares of Common Stock; | ||||
◼ | each of our directors and director nominees; and | ||||
◼ | all of our current executive officers and directors as a group. | ||||
NAME OF BENEFICIAL OWNER (1) | NUMBER OF COMMON SHARES OWNED | UNVESTED RESTRICTED SHARES | RIGHT TO ACQUIRE VESTED AND EXERCISABLE STOCK-BASED OPTIONS | TOTAL SHARES BENEFICIALLY OWNED | PERCENTAGE OF SHARES BENEFICIALLY OWNED (%) | ||||||||||||
Steven H. Gunby (2) | 256,407 | 7,232 | 5,389 | 269,028 | * | ||||||||||||
Ajay Sabherwal | 12,650 | 4,865 | 13,065 | 30,580 | * | ||||||||||||
Paul Linton | 63,041 | 4,865 | 25,713 | 93,619 | * | ||||||||||||
Curtis P. Lu | 28,914 | 4,865 | 13,663 | 47,442 | * | ||||||||||||
Holly Paul | 18,257 | 3,608 | — | 21,865 | * | ||||||||||||
Brenda J. Bacon | 15,292 | 1,145 | — | 16,437 | * | ||||||||||||
Mark S. Bartlett | 24,954 | 1,145 | — | 26,099 | * | ||||||||||||
Elsy Boglioli | 1,324 | — | — | 1,324 | * | ||||||||||||
Claudio Costamagna | 32,553 | — | — | 32,553 | * | ||||||||||||
Nicholas C. Fanandakis (3) | 10,642 | — | — | 10,642 | * | ||||||||||||
Gerard E. Holthaus (4) | 63,985 | 1,145 | — | 65,130 | * | ||||||||||||
Stephen C. Robinson | 3,138 | 1,145 | — | 4,283 | * | ||||||||||||
Laureen E. Seeger (5) | 8,794 | — | — | 8,794 | * | ||||||||||||
Eric T. Steigerwalt | — | — | — | — | * | ||||||||||||
Janet H. Zelenka | — | — | — | — | * | ||||||||||||
All current directors and executive officers as a group (17 persons) | 546,922 | 30,015 | 57,830 | 634,767 | 1.79 | ||||||||||||
BlackRock, Inc. (6) 50 Hudson Yards New York, NY 10001 | 3,069,825 | — | — | 3,069,825 | 8.7% | ||||||||||||
Kayne Anderson Rudnick Investment Management, LLC (7) 2000 Avenue of the Stars, 2nd Floor Suite 1110 Los Angeles, CA 90067 | 3,385,629 | — | — | 3,385,629 | 9.6% | ||||||||||||
Mawer Investment Management Ltd. (8) 600, 517 – 10th Avenue SW Calgary, Alberta, Canada T2R 0A8 | 3,872,664 | — | — | 3,872,664 | 10.9% | ||||||||||||
The Vanguard Group, Inc. (9) 100 Vanguard Blvd. Malvern, PA 19355 | 3,554,398 | — | — | 3,554,398 | 10.0% | ||||||||||||
(1) | Unless otherwise specified, the address of these persons is c/o FTI Consulting, Inc.’s executive office at 555 12th Street NW, Suite 700, Washington, D.C. 20004. |
(2) | The reported beneficial ownership of Steven H. Gunby includes 3,690 shares of Common Stock issuable on account of underlying unvested restricted stock units scheduled to vest on March 8, 2025. |
(3) | The reported beneficial ownership of Nicholas C. Fanandakis excludes 2,821 shares of Common Stock issuable on account of vested deferred stock units and 1,145 shares of Common Stock issuable on account of unvested deferred stock units because such shares are not issuable within 60 days following the Record Date. |
(4) | The reported beneficial ownership of Gerard E. Holthaus excludes 37,500 shares of Common Stock issuable on account of vested deferred stock units because such shares are not issuable within 60 days following the Record Date. |
(5) | The reported beneficial ownership of Laureen E. Seeger excludes 5,830 shares of Common Stock issuable on account of vested deferred stock units and 1,145 shares of Common Stock issuable on account of unvested deferred stock units because such shares are not issuable within 60 days following the Record Date. |
(6) | Information is based on Schedule 13G/A filed with the SEC on January 25, 2024 reporting (i) sole power to vote or direct the vote of 2,989,926 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 3,069,825 shares and (iv) shared power to dispose or direct the disposition of zero shares, of the Company’s Common Stock. BlackRock, Inc. reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock, and no one other person’s, except BlackRock Fund Advisors, interest in the Common Stock is more than 5% of the total outstanding shares of Common Stock. |
(7) | Information is based on Schedule 13G/A filed with the SEC on February 13, 2024 reporting (i) sole power to vote or direct the vote of 2,334,895 shares, (ii) shared power to vote or direct the vote of 694,740 shares, (iii) sole power to dispose or direct the disposition of 2,690,889 shares and (iv) shared power to dispose or direct the disposition of 694,740 shares of the Company’s Common Stock. |
(8) | Information is based on Schedule 13G/A filed with the SEC on February 5, 2024 reporting (i) sole power to vote or direct the vote of 3,604,978 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 3,872,664 shares and (iv) shared power to dispose or direct the disposition of zero shares of the Company’s Common Stock. |
(9) | Information is based on Schedule 13G/A filed with the SEC on March 11, 2024 reporting (i) sole power to vote or direct the vote of zero shares, (ii) shared power to vote or direct the vote of 12,577 shares, (iii) sole power to dispose or direct the disposition of 3,504,552 shares and (iv) shared power to dispose or direct the disposition of 49,846 shares of the Company’s Common Stock. The Vanguard Group reports that its clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities in the Schedule 13G/A, and no one other person’s interest in the reported securities in the Schedule 13G/A is more than 5%. |
NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES | PRINCIPAL BUSINESS EXPERIENCE | |||||||
![]() | Chief Financial Officer Officer Since: 2016 Age: 59 | Ajay Sabherwal joined the Company in August 2016 as Chief Financial Officer. He held the additional office of Treasurer from March 2022 to December 2022. From July 2010 to August 2016, Mr. Sabherwal was the Executive Vice President and Chief Financial Officer of FairPoint Communications, Inc., a provider of telecommunications services primarily in Northern New England. Mr. Sabherwal is a former director of Prairie Provident Resources Inc., a foreign public company. | ||||||
![]() | Paul Linton Chief Strategy and Transformation Officer Officer Since: 2014 Age: 54 | Paul Linton joined the Company in August 2014 as Chief Strategy and Transformation Officer. From September 2000 to August 2014, Mr. Linton was a management consultant with The Boston Consulting Group, a leading business strategy consulting services firm, where he was most recently a Partner and Managing Director. | ||||||
![]() | General Counsel Officer Since: 2015 Age: 59 | Curtis Lu joined the Company in June 2015 as General Counsel. From June 2010 to June 2015, Mr. Lu was the General Counsel of LightSquared, Inc., a wireless Internet services company. Mr. Lu began his legal career at Latham & Watkins LLP, an international law firm, where he was a litigation partner. | ||||||
![]() | Holly Paul Chief Human Resources Officer Officer Since: 2014 Age: 54 | Holly Paul joined the Company in August 2014 as Chief Human Resources Officer. From 2013 to August 2014, Ms. Paul was Senior Vice President and Chief Human Resources Officer of Vocus, Inc., a then-publicly traded company offering marketing and public relations software. Prior to 2013, Ms. Paul spent 18 years with PricewaterhouseCoopers LLP, a global public accounting firm, serving in various roles, ultimately rising to become the firm’s most senior talent acquisition leader. | ||||||
![]() | Chief Accounting Officer and Controller Officer Since: 2019 Age: 61 | Brendan Keating has held the positions of Chief Accounting Officer and Controller since March 2019. From September 2011 to March 2019, Mr. Keating was Vice President – Assistant Controller of the Company. From 2008 to 2011, Mr. Keating served as a Senior Vice President of Accounting Policy and Reporting at Discovery, Inc., a mass media company. | ||||||
![]() | Matthew Pachman Vice President – Chief Risk and Compliance Officer Officer Since: 2012 Age: 60 | Matthew Pachman has held the position of Vice President – Chief Risk and Compliance Officer since June 2016. Prior to assuming the duties of Chief Risk Officer of the Company in February 2015, Mr. Pachman also held the position of Vice President and Chief Ethics and Compliance Officer from July 2012 to June 2016. Prior to joining FTI Consulting, Mr. Pachman built and led compliance programs at various other companies, including Altegrity Risk International, Inc., a global risk consulting and information services company, the Federal Home Loan Mortgage Corporation, a public government-sponsored enterprise operating in the secondary mortgage market, and MCI Communications Corp., a telecommunications company. | ||||||
NAME | TITLE | ||||
Steven H. Gunby | President and Chief Executive Officer | ||||
Ajay Sabherwal | Chief Financial Officer | ||||
Paul Linton | Chief Strategy and Transformation Officer | ||||
Curtis P. Lu | General Counsel | ||||
Holly Paul | Chief Human Resources Officer | ||||
(1) | See Appendix A for the definitions of earnings per diluted share (“EPS”), as adjusted (“Adjusted EPS”), Adjusted EBITDA and other financial measures used for financial reporting purposes referred to in this proxy statement (“Proxy Statement”), which have not been presented or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) that are considered not in conformity with GAAP (“non-GAAP”), and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. For purposes of determining annual incentive pay (“AIP”) for the year ended December 31, 2024 (“2024 AIP”), the Compensation Committee further adjusted the Adjusted EBITDA financial performance metric defined in Appendix A to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2023 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
Corporate Finance & Restructuring 38% of Revenues (1) | Focuses on the strategic, operational, financial, transactional and capital needs of clients and delivers a wide range of service offerings related to restructuring, transformation & strategy and transactions. | ||||
Forensic and Litigation Consulting 19% of Revenues (1) | Provides a range of multidisciplinary and independent services related to risk advisory, investigations and disputes. | ||||
Economic Consulting 23% of Revenues (1) | Analyzes complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates. | ||||
Technology 11% of Revenues (1) | Offers a comprehensive portfolio of consulting and services for information governance, privacy and security, electronic discovery (e-discovery) and insight analytics. | ||||
Strategic Communications 9% of Revenues (1) | Develops and executes communications strategies to manage change and mitigate risk surrounding transformational and disruptive events, including transactions, investigations, disputes, crises, regulation and legislation. | ||||
(1) | Revenue percentages based on consolidated Company revenues for the year ended December 31, 2024. |
◼ | Promoting, developing, retaining and attracting talented professionals who can strengthen and build leading positions in areas of critical client needs. | ||||
◼ | Investing EBITDA behind key growth areas in which we have a right to win. | ||||
◼ | Leveraging investments to build positions that will support profitable growth on a sustained basis through a variety of economic conditions. | ||||
◼ | Actively evaluating and considering opportunistic acquisitions but committing on a day-in, day-out basis to growth by organic means. | ||||
◼ | Maintaining a strong balance sheet and committing to using our robust cash flow generation to enhance shareholder returns. | ||||
◼ | Creating an inclusive and high-performing culture where our professionals can grow their career and achieve their full potential. | ||||
◼ | Being a responsible corporate citizen that drives positive change in the communities in which we do business. | ||||
(1) | See Appendix A for the definitions of Adjusted EBITDA, Adjusted EPS, organic revenue growth and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, |
◼ | Buy versus build: We look at the cost of an acquisition versus the cost to grow organically by attracting, developing and retaining the best professionals in the market. | ||||
◼ | Focus on revenue metrics: We are focused on revenue metrics versus “adjusted,“ non-GAAP financial metrics. | ||||
◼ | Cash-on-cash return: We look at the cash-on-cash return over a defined payback period. | ||||
◼ | Our approach to earn-outs: We have committed to paying less up front and more performance-based incentives over time, even if it negatively impacts our earnings in the short term. | ||||
◼ | Alignment and sponsorship: Acquisitions are difficult to integrate and position for success, and they are even more difficult in professional services because the assets you are acquiring walk in and out the door every day. Therefore, we look at alignment with the target by developing relationships and committing to sponsorship among management to support the successful integration and growth of the acquired business. | ||||
◼ | PAY-FOR-PERFORMANCE ALIGNMENT: Total at-risk compensation for our CEO and other NEOs was 88.9% and 71.4%, respectively, in 2024. | ||||
◼ | FOCUS ON FINANCIAL PERFORMANCE: The weighting of AIP opportunity based on financial performance metrics for our CEO and other NEOs was 75.0% and 66.6%, respectively, in 2024. | ||||
◼ | FOCUS ON INDIVIDUAL PERFORMANCE: The individual performance component of AIP opportunity for our CEO and other NEOs was 25.0% and 33.4%, respectively, in 2024. The CD&A provides detailed quantitative and qualitative disclosures to support the individual performance component of our AIP opportunity for our CEO and other NEOs. | ||||
◼ | PERFORMANCE-BASED EQUITY AWARDS: Percentage of performance-based restricted stock units (“Performance RSU”) in the long-term incentive pay (“LTIP”) opportunity to our CEO and other NEOs was 66.7% and 60.0%, respectively, in 2024, with the balance in awards of restricted stock units (“RSU”) in the case of our CEO and restricted stock awards (“RSA”) in the case of our other NEOs. | ||||
◼ | RIGOROUS PERFORMANCE LTIP METRIC: Performance metric based on FTI Consulting’s TSR compared with the TSR of the adjusted S&P 500 (“Relative TSR”), at target and maximum was set at the 55th and 80th percentiles for our CEO, and the 50th and 75th percentiles for the other NEOs, respectively, in 2024. | ||||
◼ | CAPPED LTIP PAYOUTS FOR NEGATIVE COMPANY RELATIVE TSR: CEO and other NEO payouts when the Company’s TSR is negative are capped at 100% of target. | ||||
◼ | PEER GROUP BENCHMARKING: CEO and other NEO compensation is benchmarked every other year to the compensation of the executive officers of our peer group companies. | ||||
AWARD | FORM | PERFORMANCE METRICS | 2024 FINAL PAY OUTCOME | ||||||||
Base Salary | Fixed Cash $1,000,000 | N/A | $1,000,000 | ||||||||
Total AIP Opportunity at Target $2,000,000 (2.0x Base Salary) | |||||||||||
AIP | AIP Target Opportunity as % of Base Salary Threshold – 100% ($1,000,000) Target – 200% ($2,000,000) Maximum – 300% ($3,000,000) | Metric as % of Total AIP Opportunity Adjusted EPS – 37.5% Adjusted EBITDA – 37.5% Individual Performance – 25% | $1,805,151 (90% of Target) | ||||||||
Form of Payment as % of Total AIP Cash – 75% RSAs – 25% | |||||||||||
Total LTIP Opportunity at Target $6,000,000 (6.0x Base Salary) | |||||||||||
LTIP | Time-Based RSUs | ||||||||||
Time-Based RSU Opportunity as % of Total LTIP Opportunity at Target 33.33% ($2,000,000) | N/A | Three-Year Pro Rata Vesting Period | |||||||||
Performance RSUs | |||||||||||
Performance RSU Opportunity as % of Total LTIP Opportunity at Target 66.67% ($4,000,000) (“CEO Performance RSU Target”) Performance RSU Payout Opportunity as % of CEO Performance RSU Target Threshold – 50% ($2,000,000) Target – 100% ($4,000,000) Maximum – 150% ($6,000,000) | Company Relative TSR Threshold – 25th Percentile Target – 55th Percentile Maximum – 80th Percentile | Three-Year Performance Period Ending 12/31/2026 | |||||||||
AWARD | FORM | PERFORMANCE METRICS | 2024 FINAL PAY OUTCOME | ||||||||
Base Salary | Fixed Cash $700,000 | N/A | $700,000 (1) | ||||||||
Total AIP Opportunity at Target $875,000 (1.25x Base Salary) | |||||||||||
AIP | AIP Target Opportunity as % of Base Salary Threshold – 50% ($437,500) Target – 100% ($875,000) Maximum – 150% ($1,312,500) | Metric as % of Total AIP Opportunity Adjusted EPS – 33.33% Adjusted EBITDA – 33.33% Individual Performance – 33.34% | CFO, CSTO $799,225 (91% of Target) CHRO $639,380 (1) (91% of Target) GC $872,142 (100% of Target) | ||||||||
Form of Payment as % of Total AIP Cash – 100% | |||||||||||
Total LTIP Opportunity at Target $875,000 (1.25x Base Salary) | |||||||||||
LTIP | Time-Based RSAs | ||||||||||
Time-Based RSA Opportunity as % of Total LTIP Opportunity at Target 40% ($350,000) (1) | N/A | Three-Year Pro Rata Vesting Period | |||||||||
Performance RSUs | |||||||||||
Performance RSU Opportunity as % of Total LTIP Opportunity at Target 60% ($525,000) (1) (“NEO Performance RSU Target”) Performance RSU Payout Opportunity as % of NEO Performance RSU Target Threshold – 50% ($262,500) (1) Target – 100% ($525,000) (1) Maximum – 150% ($787,500) (1) | Company Relative TSR Threshold – 25th Percentile Target – 50th Percentile Maximum – 75th Percentile | Three-Year Performance Period Ending 12/31/2026 | |||||||||
(1) | Beginning January 1, 2024, Ms. Paul reduced her schedule from full time to 80% time. As a result, all of her compensation was pro-rated at the same 80%, including her base salary, AIP payout (as a result of the opportunity being based on pro-rated base salary) and total LTIP opportunity. |
✔ | Pay-for-performance — with approximately 88.9% of compensation at-risk for our CEO and 71.4% at-risk for each other NEO in 2024. |
✔ | Appropriate balance between short-term and long-term pay. |
✔ | Robust stock ownership requirements: our CEO: seven times (7.0x) base salary, and each other NEO: three times (3.0x) base salary in 2024. |
✔ | No automatic acceleration of equity awards upon a “change in control.“ |
✔ | Anti-hedging and pledging policies. |
✔ | NYSE-compliant Compensation Recoupment (Clawback) Policy. |
✔ | Use of independent compensation consultant to advise Compensation Committee. |
◼ | ATTRACTING executive officer candidates with competitive compensation opportunities that are appropriate for our business, size and geographic diversity. | ||||
◼ | MAINTAINING CONTINUITY of executive management by delivering opportunities for our NEOs to earn competitive compensation. | ||||
◼ | Structuring our executive compensation program to ALIGN THE INTERESTS of our NEOs with those of our shareholders by encouraging solid corporate growth and the prudent management of risks and rewards. | ||||
◼ | BALANCING the emphasis on short-term and long-term compensation opportunities, focusing on the attainment of financial and strategic goals that contribute to the creation of shareholder value. | ||||
◼ | Placing a significant percentage of each NEO’s total compensation opportunity AT-RISK and subject to the attainment of financial- or market-based goals that drive or measure the creation of shareholder value. | ||||
◼ | Paying for PERFORMANCE. | ||||
◼ | Managing our executive compensation program for our non-CEO executives CONSISTENTLY among our participating NEOs. | ||||
◼ | LIMITING PERQUISITES and other non-performance-based entitlements. | ||||
QUARTERLY | SECOND AND/OR THIRD QUARTERS | FOURTH QUARTER | FIRST QUARTER | ||||||||
◼ Management/Board review business strategy, Company performance and competitive environment ◼ Compensation Committee evaluates executive compensation financial performance metrics against Company financial results | ◼ Every other year, Compensation Committee selects peer group with advice of its independent compensation advisor ◼ Every other year, independent compensation advisor conducts a competitive market analysis of chief executive officer and other executive officer compensation of the applicable peer group companies and reviews and discusses with Compensation Committee | ◼ Management makes executive compensation program design and payment opportunity recommendations for upcoming year ◼ Compensation Committee develops or adopts changes to the annual executive compensation program with advice from its independent compensation advisor | ◼ Compensation Committee consults the Audit Committee to evaluate Company financial performance prior to formal announcement of year-end financial results ◼ Compensation Committee evaluates CEO individual performance ◼ CEO evaluates individual performance of other NEOs and advises Compensation Committee ◼ Compensation Committee establishes payments for applicable bonus year ◼ Compensation Committee considers the latest competitive market analysis of chief executive officer compensation of the applicable peer group companies to inform CEO compensation decisions ◼ Management presents budget for upcoming fiscal year ◼ Compensation Committee finalizes executive compensation program design and payment opportunities for current fiscal year with advice from its independent compensation advisor ◼ Compensation Committee sets CEO annual individual performance goals ◼ CEO sets annual individual performance goals of other NEOs | ||||||||
Peer Group Development and Pay Study Conducted during: | Informs NEO Pay Decisions with Respect to the Following Years: | Process and Outcome Disclosed in the Following Years: | ||||||
2023 | 2024 and 2025 | 2024 and 2025 | ||||||
Affiliated Managers Group, Inc. Artisan Partners Asset Management Inc. Booz Allen Hamilton Holding Corporation CRA International, Inc. Evercore Inc. Exponent, Inc. | Franklin Resources, Inc. Houlihan Lokey, Inc. Huron Consulting Group, Inc. ICF International, Inc. Invesco Ltd. Jefferies Financial Group, Inc. | Lazard Ltd. LPL Financial Holdings, Inc. Moelis & Co. PJT Partners, Inc. Stifel Financial Corp. T. Rowe Price Group, Inc. | ||||||
◼ | Data Availability: publicly traded companies with comprehensive pay disclosures in the U.S. | ||||
◼ | Industry Relevance: expert consulting, professional services and financial services | ||||
◼ | Size Relevance: revenues, earnings before taxes, number of employees | ||||
◼ | Valuation Characteristics: market cap, P/E ratio | ||||
◼ | Peer Group Overlap: companies that disclose FTI Consulting as a peer, companies included by third parties as “peers” for FTI Consulting | ||||
(1) | Reflects latest fiscal year end (FYE) revenues and Market Capitalization as of April 25, 2023. |
PAY COMPONENT | RATIONALE | |||||||||||
Annual | Base Salary | ◼ Attracts and retains qualified talent | ||||||||||
◼ Fairly compensates the executive based on experience, skills, responsibilities and abilities | ||||||||||||
◼ Provides only fixed source of cash compensation | ||||||||||||
AIP Opportunity | ◼ Motivates and rewards executive to achieve key financial and individual objectives | |||||||||||
◼ Aligns executive and shareholder interests through performance measures that contribute to shareholder value creation | ||||||||||||
◼ Measures executive performance on accomplishment of pre-established strategic objectives | ||||||||||||
Long-Term | Performance RSU Opportunity | ◼ Incentivizes and rewards for strong market performance as measured over a three-year period | ||||||||||
◼ Three-year performance measurement period supports our leadership retention/stability objectives | ||||||||||||
Time-Based RSU (CEO) and Time- Based RSA (Other NEOs) Opportunity | ◼ Aligns interest of the executive with those of shareholders and provides a direct link to growth in shareholder value | |||||||||||
◼ Three-year vesting period supports our leadership retention/stability objectives | ||||||||||||
2024 CEO’s Compensation at Target | 2024 Other NEOs’ Compensation at Target | ||||
$9.0 M Total Opportunity, Split | $2.45 M Total Opportunity, Split | ||||
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PERFORMANCE METRICS (1) | OPERATING AND STRATEGIC OBJECTIVES | RATIONALE FOR USING PERFORMANCE METRIC | % OF TOTAL AIP OPPORTUNITY BASED ON PERFORMANCE METRICS | TARGET AIP OPPORTUNITY AS % OF BASE SALARY | ||||||||||
Adjusted EBITDA | Deliver Adjusted EBITDA growth | Measures the Company’s operating performance, excluding the impact of certain items (1) | 37.5% | 200.0% | ||||||||||
Adjusted EPS | Deliver Adjusted EPS growth | Measures the Company’s ability to generate income per share, excluding the impact of certain items, which is indicative of shareholder value (1) | 37.5% | |||||||||||
Individual Performance | Incentivize executives to achieve pre-established short-term and long-term strategic and business objectives | Measures CEO success | 25.0% | |||||||||||
PERFORMANCE METRICS (1) | OPERATIONAL OR STRATEGIC OBJECTIVES | RATIONALE FOR USING PERFORMANCE METRIC | % OF TOTAL AIP OPPORTUNITY BASED ON PERFORMANCE METRICS | TARGET AIP OPPORTUNITY AS % OF BASE SALARY | ||||||||||
Adjusted EBITDA | Deliver Adjusted EBITDA growth | Measures the Company’s operating performance, excluding the impact of certain items (1) | 33.3% | 100.0% | ||||||||||
Adjusted EPS | Deliver Adjusted EPS growth | Measures the Company’s ability to generate income per share, excluding the impact of certain items, which is indicative of shareholder value (1) | 33.3% | |||||||||||
Individual Performance | Incentivize executives to achieve pre-established short-term and long-term strategic and business objectives | Measures individual NEO success | 33.4% | |||||||||||
(1) | For purposes of determining 2024 AIP, the Compensation Committee further adjusted the Adjusted EBITDA financial performance metric defined in Appendix A to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics“ beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs, and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
◼ | We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt, subject to further adjustments, in the sole discretion of the Compensation Committee, to exclude: (1) operating results, including costs and expenses, of operations (including minority interest) discontinued, sold or acquired; (2) the impact of foreign exchange rates different from budget (i.e. – constant currency costs); (3) costs and expenses related to financing activity and gains or losses related to financing activity; (4) unplanned severance costs; and (5) litigation settlements and costs. | ||||
◼ | We define Adjusted EPS, a non-GAAP financial measure, as earnings per diluted share, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes and the gain or loss on sale of a business, subject to further adjustments, in the sole discretion of the Compensation Committee, to: (1) exclude operating results, including costs and expenses, of operations (including minority interest) discontinued, sold or acquired; (2) exclude the impact of foreign exchange rates different from budget (i.e. – constant currency costs); (3) exclude costs and expenses related to financing activity and gains or losses related to financing activity; (4) exclude unplanned severance costs; (5) exclude litigation settlements and costs; (6) exclude any gain or loss reflected in the Company’s Consolidated Statement of Income as a result of any sale or other disposition of any business or business segment of the Company in part or in its entirety completed in 2024, to the extent that such gain or loss is not already excluded from Adjusted EPS; and (7) include, in the event of a sale or disposition of part of any business or business segment of the Company completed in 2024, the minority interest of such business or business segment subsequent to the closing of the sale or disposition. In the event of any sale or other disposition of any business or business segment of the Company in its entirety completed in 2024, the Adjusted EPS performance metrics may be reduced by an amount equal to the budgeted operating income for such business or business segment for the portion of 2024 subsequent to the closing of such transaction. | ||||
◼ | For purposes of determining 2024 AIP, the Compensation Committee further adjusted the Adjusted EBITDA performance metric to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. | ||||
◼ | The change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the annual and quarterly period ended December 31, 2024 had no impact on Adjusted EPS and no further adjustments to Adjusted EPS were authorized by the Compensation Committee for 2024 AIP purposes. | ||||
◼ | See Appendix B for the reconciliations of Adjusted EBITDA (as further adjusted) and Adjusted EPS for 2024 AIP purposes to the most directly comparable GAAP financial measures. | ||||
◼ | An expectation for restructuring activity to remain steady through 2024. The expectation for a continuation of steady demand in our Restructuring practice within our Corporate Finance & Restructuring (“Corporate Finance”) segment, our highest-margin business. | ||||
◼ | An expectation for mergers and acquisition (“M&A”) activity to increase in 2024. The expectation for improvement in the M&A market, which drives demand for M&A-related Antitrust services in our Economic Consulting segment, “Second Request” services in our Technology segment and Transactions services in our Corporate Finance segment. | ||||
◼ | An expectation for a contraction of margins and revenue headwinds in our Economic Consulting segment. The expectation for margins in our Economic Consulting segment to decline in 2024 compared with 2023 due to a combination of increased compensation due to higher headcount, merit increases and competitive pressures. Additionally, we noted that several large engagements in the Economic Consulting segment were anticipated to roll off in 2024, and we did not expect revenue would offset the increased compensation costs. | ||||
◼ | An expectation for headcount growth and increased compensation costs in 2024. The expectation that headcount growth in 2024 would exceed the level of headcount growth achieved in 2023 of 4.6%, particularly at the senior levels, where we have seen an increasing number of lateral senior professionals express interest in joining FTI Consulting. Additionally, we have seen pressures on compensation costs, which we noted may not be offset by pricing increases. | ||||
◼ | An expectation for moderate growth in Selling, General and Administrative (“SG&A”) expenses to normalize. The expectation for SG&A expenses to grow at a more moderate pace in 2024 than in 2023. However, we noted that we may invest more in AI development capabilities. | ||||
◼ | An expectation for a higher effective tax rate for 2024. At the time of the announcement of full-year guidance on February 22, 2024, the Company expected our 2024 effective tax rate to range between 24.0% and 26.0%, which compared with 23.3% in 2023. | ||||
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Refine and extend go-forward strategy, including growth beyond core | ◼ The Company delivered record revenues in 2024, up 6% compared with 2023. The Company has averaged double-digit organic revenue growth (1) over the last six years. ◼ Delivered record 2024 revenues in all five business segments, supported by multiyear investments to enhance core positions and extend into new adjacencies and geographies. ◼ Continued multiyear strategy of aggressive investment in senior talent in both core and adjacent businesses; e.g., transformation & strategy, transactions, construction solutions, financial services, restructuring, public affairs and data & analytics. ◼ Continued to invest in growing the Company outside of the U.S., with 33% of Senior Managing Director hires and 43% of Managing Director hires in 2024 based outside of the U.S. | ||||||||
Continue trend of sustained year-over-year Adjusted EPS growth (2) | ◼ Achieved the 10th consecutive year of Adjusted EPS growth. | ||||||||
Foster an inclusive leadership culture with discipline and accountability | ◼ Ranked #14 on Forbes magazine’s inaugural list of Most Trusted Companies in America. ◼ Continued to expand the Company’s pro bono program, with FTI Consulting professionals contributing $12.7 million of pro bono services to community-based organizations in 2024, an increase of 21% compared with 2023. ◼ Published our fourth annual Corporate Sustainability Report, which shares the Company’s approach to ESG through our programs, policies and commitments, including greenhouse gas reduction goals that support the Company’s net-zero by 2030 commitment and our commitment to nurturing and building a high-performing and inclusive culture. ◼ Named a Great Place to Work-Certified Company in 11 countries. | ||||||||
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Continue to drive effective use of cash | ◼ Generated Free Cash Flow of $360.2 million in 2024. ◼ Returned $10.2 million to shareholders, repurchasing 51,717 shares of Common Stock at an average price per share of $197.53 in 2024 under the FTI Consulting Board of Directors-approved stock repurchase program. | ||||||||
Drive next generation of growth | ◼ Worked with business segment leaders to identify the next set of investments and strategies. ◼ Actively worked with key accounts management and business development teams to strengthen and centralize the Company’s lead surfacing process and continued to develop a key accounts management program in the EMEA and Asia Pacific regions. ◼ Continued to lead the process to develop top-down relationships with key contacts at law firms and corporates and participated in introductory meetings. ◼ Continued to enhance the Company’s go-to-market and infrastructure strategies globally and particularly in key geographies of Germany, France, Australia and the Middle East. ◼ Promoted 49 professionals to Senior Managing Director. ◼ Continued to work with the Board of Directors and segment and regional leadership teams to identify high-potential candidates to support succession planning efforts for key roles across the C-suite and segment, regional and practice leadership. ◼ Delivered in-person All Senior Managing Director Meeting, further enhancing employee culture and collaboration among the Company’s most senior professionals. | ||||||||
(1) | “Organic Revenue Growth” has been calculated excluding the impact of acquisitions and foreign currency translation for each of the years presented. |
(2) | See Appendix A for the definitions of organic revenue growth, free cash flow and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. |
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Continue to drive cost-effectiveness and cash optimization | ◼ Implemented tax strategies that resulted in both tax benefits and cash savings in 2024. ◼ Reduced Days Sales Outstanding (“DSO”) from 100 days on December 31, 2023 to 97 days on December 31, 2024. | ||||||||
Execute effective capital allocation strategy | ◼ Generated Free Cash Flow of $360.2 million in 2024. ◼ Concluded 2024 with no debt outstanding. ◼ Liaised with Standard & Poors throughout ratings review process, which led to FTI Consulting being upgraded to investment grade (BBB). ◼ Returned $10.2 million to shareholders, repurchasing 51,717 shares of Common Stock at an average price per share of $197.53 in 2024 under the FTI Consulting Board of Directors-approved stock repurchase program. ◼ Participated in the negotiation, documentation, closing and integration of Madison Consulting Group acquisition in 2024, as well as continued integration efforts of previously closed acquisitions. | ||||||||
Manage information technology excellence plan | ◼ Continued to enhance efficiencies within the Company’s Enterprise Resource Planning (“ERP”) system, which was launched in 2023, including onboarding regional resources to support growth and improve capabilities around localizations of the ERP system. ◼ Partnered with Human Resources to improve workflows within the Company’s ServiceNow platform, resulting in more efficient processes for accounts receivable, expense report payments and accounts payable. ◼ Continued the rollout of network infrastructure tools to better support our growing workforce that is increasingly global and mobile. ◼ Continued to enhance and progress internal cybersecurity programs, policies and tools to stay up to date on the ever-evolving cybersecurity landscape. ◼ No known loss of data from cybersecurity breach incidents in 2024. | ||||||||
Ensure all financial statements filed with the SEC are accurate and timely | ◼ All SEC filings were timely filed in 2024. ◼ No significant deficiencies or material weaknesses reported for 2024. | ||||||||
Maintain and enhance relationships with investor community | ◼ Maintained regular contact and credibility with shareholders and sell-side analysts. ◼ Attracted new high-quality active shareholders, who have built meaningful top 30 ownership positions. ◼ Participated in non-deal roadshows and conferences and hosted one-on-one meetings with current and potential investors. | ||||||||
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Support business segments and regions with revising strategies and driving prioritized initiatives | ◼ Continued a multiyear effort to support the EMEA region in refining its ambitious growth agenda. ◼ Supported new Asia regional leadership with growth strategy efforts. ◼ Helped revise the compensation plan for Senior Managing Directors in the Forensic and Litigation Consulting segment to better align pay with performance and improve retention at the senior levels. ◼ Continued a multiyear effort to partner with Technology segment leadership to enhance the segment’s growth strategy to accelerate revenues and Adjusted EBITDA growth. Since 2020, the Technology segment’s revenues have grown 87%, and Adjusted Segment EBITDA has grown 36%. ◼ Supported the Strategic Communications segment in developing cross-segment go-to-market initiatives. ◼ Supported business segments with M&A due diligence and transaction processes. | ||||||||
Continue to build out and improve effectiveness of Core Operations teams and drive cost-effectiveness | ◼ Partnered with the Executive Committee to assess opportunities to reduce SG&A expenses and develop plans to reduce those costs. ◼ Continued partnership with the Finance and Information Technology teams to improve billing system processes and efficiencies. ◼ Supported the Information Technology team in refining its multiyear transformation roadmap and implementation strategy. ◼ Partnered with the Procurement team to evaluate spend and renegotiate contracts that led to savings for the Company and a reduction in our environmental footprint; e.g. reduced the number of printers in North America. | ||||||||
Enhance the Company’s ESG initiatives and reporting | ◼ Continued to lead initiatives and progress toward FTI Consulting’s plan to achieve net-zero GHG emissions by 2030, including actions to reduce GHG emissions for Scope 1, Scope 2 and business travel. ◼ Continued efforts to develop baseline emissions for Scope 3, including employee commuting and purchased goods and services. ◼ Received third-party verification of our GHG emissions methodology. ◼ Continued efforts to set targets and achieve validation of the Company’s emissions reduction targets from the Science Based Targets initiative (SBTi). ◼ Submitted to numerous external ESG evaluation and ratings entities, including the CDP Climate Change Questionnaire, EcoVadis Sustainability Rating, ISS E&S QualityScore, ISS Corporate Rating, ISS Cyber Risk Score, MSCI ESG Ratings, Sustainalytics and the S&P Corporate Sustainability Assessment. | ||||||||
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Execute real estate projects and continue planning 2024/2025 projects | ◼ Maintained costs below real estate cost target of 4.0% of Company revenues that was communicated at the Company’s 2017 Investor Day. ◼ Assessed the Company’s current real estate strategy and footprint to identify opportunities for improvement in 2025 and 2026. ◼ Continued to implement workplace models to accommodate the Company’s 4.8% increase in total headcount in 2024, resulting in a 45% reduction in square footage per employee (1) compared with 2019. ◼ Delivered 49 real estate projects of varying size and scope in 2024. ◼ Increased percentage of real estate portfolio, as measured by square footage, powered or offset by 100% renewable energy from 44% in 2023 to 56% in 2024. ◼ Seventy-six percent of employees (1) sit in LEED-certified (or equivalent) buildings. ◼ Reduced energy consumption per employee (1) by 19% in 2024 compared with 2019. ◼ Maintained an average minimum waste diversion rate of at least 90% for the decommissioning of materials when vacating office spaces in North America. Since FTI Consulting began tracking this data in 2019, this goal has been achieved in the decommissioning of 14 offices. ◼ Continued to oversee the Company’s sustainability dashboard platform to track global energy consumption data, which allowed FTI Consulting to publicly report on and disclose energy consumption data in accordance with industry standards. | ||||||||
(1) | “Per employee” refers to FTI Consulting’s total employee headcount (excluding independent contractors) as reported in our Annual Reports on Form 10-K filed with the SEC plus independent contractors. “Independent contractors” are defined as temporary resources who at times may travel on behalf of FTI Consulting for business purposes. See for the reconciliations of “employees, excluding independent contractors,” to “employees, including independent contractors,” for each applicable calendar year ended December 31. |
(2) | “Employees” refer to FTI Consulting’s total headcount as reported in our Annual Reports on Form 10-K filed with the SEC for each calendar year ended December 31. |
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Manage litigation and claims | ◼ Protected the FTI Consulting brand by effectively overseeing claims, managing litigation and mitigating firmwide risks. ◼ Managed and led numerous and important legal negotiations resulting in successful business continuity. ◼ Safeguarded human capital commitments through the enforcement of employment contracts. | ||||||||
Manage and mitigate legal, compliance and regulatory risk | ◼ Oversaw efforts to provide strategic counseling and advice to manage and mitigate legal, compliance, regulatory and business risks. ◼ Managed complex conflict issues, maintaining consistency within the Company’s clearance and disclosure processes, and strengthened training and education on conflicts across the Company. ◼ Oversaw employee participation in the 2024 Code of Ethics & Business Conduct training course. ◼ Managed reputational and cybersecurity risk for the Company, partnering with Human Resources, Marketing, Communications, Information Technology and other departments and reported on efforts to the Board of Directors and Executive Committee. ◼ Managed and directed compliance with applicable laws, rules and regulations in the U.S., European Union and globally, including General Data Protection Regulation and other privacy laws, sanctions compliance, anti-money laundering, market abuse, and other financial and applicable rules and regulations. ◼ Managed the Company’s global insurance program. ◼ Oversaw internal audit efforts. | ||||||||
Support FTI Consulting in giving back to our communities and foster a culture of inclusion & belonging and being a responsible corporate citizen | ◼ Continued to lead a global, cross-segment Pro Bono Advisory Committee consisting of senior leaders across the firm to guide program strategy. ◼ Collaborated with clients and partners in the legal community on impactful pro bono engagements totaling more than $12.7 million of pro bono services in 2024, an increase of 21% compared with 2023. | ||||||||
2024 GOALS | 2024 ACCOMPLISHMENTS | ||||||||
Continue to enhance the culture starting at the leadership level | ◼ Delivered successful culture-building programs, including Milestone Programs, New Consultant Orientation and Senior Managing Director readiness programs. ◼ Oversaw the execution of the Company’s 11th annual FTI Awards program, which recognized more than 260 people globally. ◼ FTI Consulting professionals provided more than 6,500 hours of volunteer service to support over 1,100 charitable organizations. ◼ Achieved an overall job satisfaction rating of 79% in 2024. | ||||||||
Attract and recruit great people to FTI Consulting to drive organic growth | ◼ Led structured succession planning process for the Company’s Executive Committee and key segment, regional and practice leaders, including new leadership appointments in Asia Pacific region and Forensic and Litigation Consulting segment. ◼ Maintained three-year Senior Managing Director promotion pipeline for every segment and region. ◼ Achieved a 90% and an 81% acceptance rate for experienced hires and early talent hires, respectively, in 2024. ◼ Continued enhanced focus on employer brand, driving a 54% increase in applications globally compared with 2023. ◼ Named a Great Place to Work Certified company in the U.S., Brazil, Canada, the UK, France, Germany, Spain, the UAE, Singapore, Hong Kong and Australia. ◼ Named to Vault’s list of 150 Best Internships. | ||||||||
Focus on efforts to build an inclusive culture | ◼ Hosted numerous internal events and training opportunities to further enhance an inclusive culture among employees. ◼ Created an internal brand for FTI Consulting benefits, focusing on programs that support employee financial, emotional and physical wellness. ◼ Launched a reimagined Global New Hire Orientation program to strengthen cultural identity and belonging. ◼ Increased collaboration with the Corporate Citizenship Program to leverage our professionals’ skills to help the world more broadly. | ||||||||
Develop and train our people for high performance to better serve our clients | ◼ A record 1,500+ professionals were promoted in 2024, recognizing and advancing talent within the Company. ◼ Implemented a real-time talent review dashboard and provided training videos to add greater transparency to the annual performance review process. ◼ Enhanced employee knowledge of the breadth of FTI Consulting offerings through a series of courses on “Know the Firm.” ◼ Approximately 1,300 professionals engaged in leadership training and advancement courses in 2024. ◼ Enabled a high-performance culture focused on development through regular coaching and feedback. | ||||||||
CEO | Adjusted EBITDA * (1) Payout as % of Target (37.5% of Total AIP Opportunity) | Adjusted EPS (1) Payout as % of Target (37.5% of Total AIP Opportunity) | Individual Performance Payout as % of Target (25.0% of Total AIP Opportunity) | Total Target Incentive Opportunity | 2024 Earned AIP (2) (3) | 2024 AIP Payout | ||||||||||||||||||||||||||||||||||||
Threshold $354.0M | Target $442.6M | Maximum $531.1M | Threshold $6.50 | Target $8.12 | Maximum $9.74 | Threshold $250,000 | Target $500,000 | Maximum $750,000 | ($) | ($) | (% of Target) | |||||||||||||||||||||||||||||||
Steven H. Gunby | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 2,000,000 | 1,805,151 | 90 | ||||||||||||||||||||||||||||||
Other NEOs | Adjusted EBITDA * (1) Payout as % of Target (33.3% of Total AIP Opportunity) | Adjusted EPS (1) Payout as % of Target (33.3% of Total AIP Opportunity) | Individual Performance Payout as % of Target (33.4% of Total AIP Opportunity) | Total Target Incentive Opportunity | 2024 Earned AIP (2) (3) | 2024 AIP Payout | ||||||||||||||||||||||||||||||||||||
Threshold $354.0M | Target $442.6M | Maximum $531.1M | Threshold $6.50 | Target $8.12 | Maximum $9.74 | Threshold $145,833 | Target $291,666 | Maximum $437,500 | ($) | ($) | (% of Target) | |||||||||||||||||||||||||||||||
Ajay Sabherwal | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 799,225 | 91 | ||||||||||||||||||||||||||||||
Paul Linton | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 799,225 | 91 | ||||||||||||||||||||||||||||||
Curtis P. Lu | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 872,142 | 100 | ||||||||||||||||||||||||||||||
Holly Paul (4) | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 700,000 | 639,380 | 91 | ||||||||||||||||||||||||||||||
* | For purposes of the above tables, “M” = millions. |
(1) | See Appendix A for the definitions of Adjusted EBITDA, Adjusted EPS and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not exercise its discretion to further adjust the Adjusted EBITDA and Adjusted EPS financial performance metrics for financial reporting purposes defined in Appendix A to determine 2024 AIP. |
(2) | The Compensation Committee approved actual Adjusted EBITDA and Adjusted EPS for the year ended December 31, 2024 of $403.7 million, or 91.2% of target, and $7.99, or 98.4% of target, respectively, and CEO and other NEO (other than the GC), and GC individual performance of 100% of target and 125% of target, respectively. |
(3) | Mr. Gunby’s 2024 AIP was paid 75% in cash and 25% in the form of an RSA granted on March 5, 2025, which will vest on March 5, 2026, the first anniversary of the date of grant. The other NEOs’ 2024 AIP was paid 100% in cash. |
(4) | Beginning January 1, 2024, Ms. Paul reduced her schedule from full time to 80% time. As a result, all of her compensation was pro-rated at the same 80%, including her base salary, AIP payout (as a result of the opportunity being based on pro-rated base salary), and total LTIP opportunity. |
% OF TARGET SHARES GRANTED | RELATIVE TSR PERFORMANCE PERCENTILE | RELATIVE TSR PERFORMANCE PERCENTILE | ||||||||||
CEO | Other NEOs | |||||||||||
Threshold – 50% | 25th | 25th | ||||||||||
Target – 100% | 55th | 50th | ||||||||||
Maximum – 150% | 80th | 75th | ||||||||||
NAME | 2024 PERFORMANCE RSUs (1) | 2024 TIME-BASED RSUs (CEO)/TIME- BASED RSAs (OTHER NEOs) | ||||||||||||||||
THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | ||||||||||||||||
Steven H. Gunby | ||||||||||||||||||
Number of LTIP Awards | 10,020 | 20,041 | 30,061 | 9,685 | ||||||||||||||
Grant Date Fair Value | $2,000,000 | $4,000,000 | $6,000,000 | $2,000,000 | ||||||||||||||
Ajay Sabherwal | ||||||||||||||||||
Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | ||||||||||||||
Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | ||||||||||||||
Paul Linton | ||||||||||||||||||
Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | ||||||||||||||
Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | ||||||||||||||
Curtis P. Lu | ||||||||||||||||||
Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | ||||||||||||||
Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | ||||||||||||||
Holly Paul | ||||||||||||||||||
Number of LTIP Awards | 1,023 | 2,047 | 3,071 | 1,355 | ||||||||||||||
Grant Date Fair Value | $210,000 | $420,000 | $630,000 | $280,000 | ||||||||||||||
(1) | See “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the 2023 Form 10-K for a discussion of the Monte Carlo simulation method used to determine the number of Performance RSUs subject to the performance-based 2023 LTIP awards. |
NAME | PAYOUT PERCENTAGE OF TARGET AS OF DECEMBER 31, 2024 | PAYOUT METHOD (# OF COMMON SHARES) | ||||||||||
Steven H. Gunby | 122% | 31,292 | ||||||||||
Ajay Sabherwal | 132% | 3,473 | ||||||||||
Paul Linton | 132% | 3,473 | ||||||||||
Curtis P. Lu | 132% | 3,473 | ||||||||||
Holly Paul | 132% | 3,473 | ||||||||||
* | For purposes of the above chart, “M” = millions. |
NAME AND PRINCIPAL POSITION | YEAR | SALARY (1) | BONUS | STOCK AWARDS (2)(3) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION (1)(4) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS | ALL OTHER COMPENSATION (1)(5) | TOTAL | ||||||||||||||||||||||||
(a) | ($) (b) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | ($) (g) | ($) (h) | ($) (i) | |||||||||||||||||||||||||
Steven H. Gunby (6) President and Chief Executive Officer | 2024 2023 2022 | 1,000,000 1,000,000 1,000,000 | — — — | 6,618,627 6,499,708 6,620,594 | — — — | 1,353,863 1,856,224 1,499,721 | — — — | 17,388 16,632 15,372 | 8,989,878 9,372,564 9,135,687 | ||||||||||||||||||||||||
Ajay Sabherwal Chief Financial Officer | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 799,225 886,654 699,884 | — — — | 17,388 16,632 15,372 | 2,391,424 2,303,159 2,086,704 | ||||||||||||||||||||||||
Paul Linton Chief Strategy and Transformation Officer | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 799,225 886,654 699,884 | — — — | 17,388 16,632 15,372 | 2,391,424 2,303,159 2,086,704 | ||||||||||||||||||||||||
Curtis P. Lu General Counsel | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 872,142 886,654 816,550 | — — — | 17,388 16,632 15,372 | 2,464,341 2,303,159 2,203,370 | ||||||||||||||||||||||||
Holly Paul Chief Human Resources Officer | 2024 2023 2022 | 560,000 700,000 671,539 | — — — | 699,808 699,873 699,909 | — — — | 639,380 886,654 699,884 | — — — | 17,388 16,632 15,372 | 1,916,576 2,303,159 2,086,704 | ||||||||||||||||||||||||
(1) | All cash compensation is presented in Columns (b), (f) and (h). |
(2) | The aggregate grant date fair market values of the time-based RSUs (to our CEO) and time-based RSAs (to our other NEOs) reported in Column (d) as 2024 LTIP have been computed in accordance with FASB Topic 718, Compensation — Stock Compensation. For a discussion of the assumptions and methodologies used to value the time-based RSUs and time-based RSAs, see “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. All time-based RSUs and time-based RSAs awarded as 2024 LTIP are subject to time-based pro rata annual vesting over three years beginning with the first anniversary of the grant date. For additional information, see the section of this Proxy Statement captioned “Information About Our Executive Officers And Compensation — Equity Compensation Plans—Grants Of Plan-Based Awards For Fiscal Year Ended December 31, 2024” beginning on page 79 of this Proxy Statement. The following table sets forth the grant date dollar values of the time-based RSUs and time-based RSAs granted as 2024 LTIP: |
NAME | TIME-BASED RSUs (CEO) AND TIME-BASED RSAs (OTHER NEOs) | ||||
Steven H. Gunby | $1,999,953 | ||||
Ajay Sabherwal | 349,811 | ||||
Paul Linton | 349,811 | ||||
Curtis P. Lu | 349,811 | ||||
Holly Paul | 279,808 | ||||
(3) | The Performance RSUs reported in Column (d) for 2024 include the target aggregate values of the Performance RSUs awarded to each participating NEO as 2024 LTIP, based upon the probable outcome of the performance condition based on FTI Consulting’s Relative TSR, consistent with the estimate of aggregate compensation costs to be recognized over the service period, excluding the effect of estimated forfeitures. Performance RSUs awarded as 2024 LTIP measure performance based on Relative TSR over three years from January 1, 2024 through December 31, 2026. The fair value per unit of the Performance RSUs has been calculated using a Monte Carlo simulation method in accordance with FASB Topic 718 for equity awards with market-based conditions, which assesses probabilities of various outcomes of the performance market condition(s). The NEOs’ Performance RSUs have been valued using the grant date fair market value of $206.50 per share (the closing price per share reported on the NYSE for the grant date of March 6, 2024) as one of the initial inputs. The resulting fair value per Performance RSU granted to (i) our CEO was $199.59 and (ii) our other NEOs was $205.12. These values were used to calculate the number of Performance RSUs awarded to our CEO and other NEOs, respectively. For a discussion of the assumptions and methodologies used to value such awards, see “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. For additional information, see the section of this Proxy Statement captioned “Information About Our Executive Officers And Compensation — Equity Compensation Plans — Grants Of Plan-Based Awards For Fiscal Year Ended December 31, 2024” beginning on page 79 of this Proxy Statement. |
NAME | TARGET PERFORMANCE RSU VALUES | MAXIMUM PERFORMANCE RSU VALUES | ||||||
Steven H. Gunby | $3,999,983 | $5,999,875 | ||||||
Ajay Sabherwal | 524,902 | 787,521 | ||||||
Paul Linton | 524,902 | 787,251 | ||||||
Curtis P. Lu | 524,902 | 787,251 | ||||||
Holly Paul | 419,881 | 629,718 | ||||||
(4) | The “Non-Equity Incentive Plan Compensation” reported in Column (f) includes the cash incentive compensation awarded in 2025 as 2024 AIP. |
(5) | “All Other Compensation” in Column (h) consists solely of matching contributions provided to the NEOs under the Company’s 401(k) Plan and excludes other benefits provided to the NEOs on the same basis provided to all full-time U.S. employees. No NEO received perquisites aggregating more than $10,000 in 2024. |
(6) | Column (d) includes the portion of AIP for the year ended December 31, 2023 (“2023 AIP”) that was paid to our CEO in 2024 through the award of 2,996 shares of restricted stock with a grant date fair value of $618,674 (based on the closing price per share of Common Stock of $206.50 reported on the NYSE for the grant date of March 6, 2024), which vested in full on March 6, 2025. It excludes the award of 25% of 2024 AIP paid to our CEO in 2025 through the award of 2,657 shares of restricted stock with a grant date fair value of $451,185, based on the closing price per share of Common Stock of $169.81 reported on the NYSE for the grant date of March 5, 2025, which will vest on the first anniversary of the date of grant and will be reported as compensation in Column (d) of the Summary Compensation Table for the year ending December 31, 2025. |
NAME | GRANT DATE | COMPENSA-TION COMMITTEE APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR STOCK UNITS | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDER-LYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (3) | ||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | |||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||
Steven H. Gunby | 2/19/24 3/6/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 2/19/24 | 1,000,000 — — — | 2,000,000 — — — | 3,000,000 — — — | — — 2,000,000 — | — — 4,000,000 — | — — 6,000,000 — | — 2,996 — 9,685 | — — — — | — — — — | — 618,674 — 1,999,953 | ||||||||||||||||||||||||||||||
Ajay Sabherwal | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | ||||||||||||||||||||||||||||||
Paul Linton | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | ||||||||||||||||||||||||||||||
Curtis P. Lu | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | ||||||||||||||||||||||||||||||
Holly Paul | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 350,000 — — | 700,000 — — | 1,050,000 — — | — 210,000 — | — 420,000 — | — 630,000 — | — — 1,355 | — — — | — — — | — — 279,808 | ||||||||||||||||||||||||||||||
(1) | 2024 AIP payments were based on (i) Adjusted EPS results of $7.99, as reported in the Company’s 2024 Form 10-K, (ii) Adjusted EBITDA results of $403.7 million and (iii) the individual performance of our CEO and our CFO, CSTO, GC and CHRO. Based on the above financial and individual performance results, aggregate 2024 AIP to our CEO and each of the other NEOs was as follows: |
NAME | TOTAL (i) | ||||
Steven H. Gunby | $1,805,151 | ||||
Ajay Sabherwal | 799,225 | ||||
Paul Linton | 799,225 | ||||
Curtis P. Lu | 872,142 | ||||
Holly Paul | 639,380 | ||||
(i) | 2024 AIP to the CEO was paid 75% in cash and 25% through the award of 2,657 shares of restricted stock with a grant date fair value of approximately $451,185, based on the closing price per share of Common Stock of $169.81 reported on the NYSE for the grant date of March 5, 2025, which will vest on the first anniversary of the date of grant and will be reported as compensation in the Summary Compensation Table for the year ending December 31, 2025. 2024 AIP for the other NEOs was paid 100% in cash. |
(2) | Columns (f), (g) and (h) include the values of the Performance RSUs awarded to our CEO and other NEOs as 2024 LTIP based upon the threshold, target and maximum outcomes of the performance condition based on Relative TSR, consistent with the estimate of aggregate compensation costs to be recognized over the service period, excluding the effect of estimated forfeitures. Performance RSUs awarded as 2024 LTIP measure performance based on Relative TSR over three years beginning January 1, 2024 and ending December 31, 2026. The fair value per unit of the Performance RSUs has been calculated using a Monte Carlo |
(3) | Column (l) reports the aggregate grant date fair values of time-based RSUs awarded to our CEO and time-based RSAs awarded to our other NEOs as 2024 LTIP in accordance with FASB Topic 718. For a discussion of the assumptions and methodologies used to value these awards, see the discussion of stock awards contained in “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. |
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR FULL- VALUE UNITS THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR FULL-VALUE UNITS THAT HAVE NOT VESTED (1) | EQUITY AND NON-EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, FULL-VALUE UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY AND NON-EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, FULL-VALUE UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (1) | ||||||||||||||||||||
(#) Exercisable (a) | (#) Unexercisable (b) | (#) (c) | ($/Sh) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | |||||||||||||||||||||
Steven H. Gunby | 2,912 (2) 2,477 (3) — — — — — — — | — — — — — — — — — | — — — — — — — — — | 34.33 40.36 — — — — — — — | 3/1/2026 3/6/2027 — — — — — — — | — — 4,575 (4) — 2,996 (5) 7,380 (6) — 9,685 (7) — | — — 874,420 — 572,625 1,410,539 — 1,851,094 — | — — — 25,601 (9) — — 19,405 (10) — 20,041 (11) | — — — 4,893,119 — — 3,708,878 — 3,830,436 | ||||||||||||||||||||
Ajay Sabherwal | 13,065 (3) — — — — — — | — — — — — — — | — — — — — — — | 40.36 — — — — — — | 3/6/2027 — — — — — — | — 641 (4) — 1,033 (6) — 1,694 (8) — | — 122,514 — 197,437 — 323,774 — | — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — 502,099 — 380,731 — 489,102 | ||||||||||||||||||||
Paul Linton | 14,858 (2) 10,855 (3) — — — — — — | — — — — — — — — | — — — — — — — — | 34.33 40.36 — — — — — — | 3/1/2026 3/6/2027 — — — — — — | — — 641 (4) — 1,033 (6) — 1,694 (8) — | — — 122,514 — 197,437 — 323,774 — | — — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — — 502,099 — 380,731 — 489,102 | ||||||||||||||||||||
Curtis P. Lu | 4,953 (2) 8,710 (3) — — — — — — | — — — — — — — — | — — — — — — — — | 34.33 40.36 — — — — — — | 3/1/2026 3/6/2027 — — — — — — | — — 641 (4) — 1,033 (6) — 1,694 (8) — | — — 122,514 — 197,437 — 323,774 — | — — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — — 502,099 — 380,731 — 489,102 | ||||||||||||||||||||
Holly Paul | — — — — — — | — — — — — — | — — — — — — | — — — — — — | — — — — — — | 641 (4) — 1,033 (6) — 1,355 (8) — | 122,514 — 197,437 — 258,981 — | — 2,627 (9) — 1,992 (10) — 2,047 (11) | — 502,099 — 380,731 — 391,243 | ||||||||||||||||||||
(1) | All cash values in Columns (g) and (i) have been computed by multiplying $191.13 (the closing price per share of Common Stock reported by the NYSE for December 31, 2024) by the number of RSAs or RSUs that have not yet vested. |
(2) | Represents option shares that may be acquired upon exercise of the vested and exercisable stock options, which were awarded to certain NEOs as LTIP for the year ended December 31, 2016 by the Compensation Committee under the 2009 Plan, with a grant date of March 1, 2016. The stock options became fully vested and exercisable as of March 1, 2019. |
(3) | Represents option shares that may be acquired upon exercise of the vested and exercisable stock options, which were awarded to the NEOs as LTIP for the year ended December 31, 2017 by the Compensation Committee under the 2009 Plan, with a grant date of March 6, 2017. The stock options became fully vested and exercisable as of March 6, 2020. |
(4) | Represents the unvested time-based RSAs that were awarded to our NEOs as 2022 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 9, 2022. Such unvested time-based RSAs became fully vested as of March 9, 2025. |
(5) | Represents the unvested time-based RSAs that were awarded to our CEO as 2023 AIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested RSAs became fully vested as of March 6, 2025. |
(6) | Represents the unvested time-based RSAs that were awarded to our NEOs as 2023 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 8, 2023. Portions of the RSAs vested on a pro rata basis on March 8, 2024 and will vest on a pro rata basis each on March 8, 2025 and March 8, 2026, such that all unvested RSAs will be fully vested as of March 8, 2026. |
(7) | Represents the unvested time-based RSUs that were awarded to our CEO as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested portions of the RSUs vested on a pro rata basis on March 6, 2025 and will vest on a pro rata basis each on March 6, 2025 and March 6, 2027, such that all unvested RSUs will be fully vested as of March 6, 2027. |
(8) | Represents the unvested RSAs that were awarded to our NEOs as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested portions of the RSAs vested on a pro rata basis on March 6, 2025 and will vest on a pro rata basis each on March 6, 2026 and March 6, 2027, such that all unvested RSAs will be fully vested as of March 6, 2027. |
(9) | Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2022 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 9, 2022 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2022 and ended December 31, 2024). The following table sets forth the number of shares of Common Stock on account of the Performance RSUs that were issued to our NEOs on February 17, 2025: |
NAME | SHARES OF COMMON STOCK ISSUED ON ACCOUNT OF PERFORMANCE RSUS AWARDED ON ACCOUNT OF 2022 LTIP | ||||
Steven H. Gunby | 31,292 | ||||
Ajay Sabherwal | 3,473 | ||||
Paul Linton | 3,473 | ||||
Curtis P. Lu | 3,473 | ||||
Holly Paul | 3,473 | ||||
(10) | Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2023 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 8, 2023 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2023 and ending December 31, 2025). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our NEOs on March 8, 2023: |
NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS | ||||
Steven H. Gunby | 29,107 | ||||
Ajay Sabherwal | 2,988 | ||||
Paul Linton | 2,988 | ||||
Curtis P. Lu | 2,988 | ||||
Holly Paul | 2,988 | ||||
(11) | Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2024 and ending December 31, 2026). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our NEOs on March 6, 2024: |
NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS | ||||
Steven H. Gunby | 30,061 | ||||
Ajay Sabherwal | 3,839 | ||||
Paul Linton | 3,839 | ||||
Curtis P. Lu | 3,839 | ||||
Holly Paul | 3,071 | ||||
NAME | OPTION AWARDS | STOCK AWARDS | ||||||||||||
NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE (1) | NUMBER OF SHARES ACQUIRED ON VESTING | VALUES REALIZED ON VESTING (2) | |||||||||||
(#) (a) | ($) (b) | (#) (c) | ($) (d) | |||||||||||
Steven H. Gunby: | ||||||||||||||
Options | 222,515 | 39,514,739 | — | — | ||||||||||
Stock | — | — | 47,683 | 9,342,290 | ||||||||||
Ajay Sabherwal: | ||||||||||||||
Options | — | — | — | — | ||||||||||
Stock | — | — | 5,625 | 1,102,337 | ||||||||||
Paul Linton: | ||||||||||||||
Options | 67,092 | 11,689,294 | — | — | ||||||||||
Stock | — | — | 5,625 | 1,102,337 | ||||||||||
Curtis P. Lu: | ||||||||||||||
Options | — | — | — | — | ||||||||||
Stock | — | — | 5,625 | 1,102,337 | ||||||||||
Holly Paul: | ||||||||||||||
Options | — | — | — | — | ||||||||||
Stock | — | — | 5,625 | 1,102,337 | ||||||||||
(1) | The value realized upon the exercise of stock options is computed by multiplying (a) the difference between (i) the market price of the underlying shares of Common Stock at the exercise date and (ii) the exercise price of the options by (b) the number of shares for which the options were exercised. |
(2) | The value realized on vesting of restricted stock is computed by multiplying (a) the market value of the shares of Common Stock at the applicable vesting date by (b) the number of restricted shares that vested on that date. |
Name | TERMINATION BY THE COMPANY FOR CAUSE OR VOLUNTARY TERMINATION BY THE EXECUTIVE OFFICER WITHOUT GOOD REASON ($) (a) | TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE OFFICER WITH GOOD REASON OR DUE TO RETIREMENT PRIOR TO A CHANGE IN CONTROL (1) ($) (b) | TERMINATION BY THE COMPANY WITHOUT CAUSE OR TERMINATION BY THE EXECUTIVE OFFICER DUE TO RETIREMENT COINCIDENT WITH OR FOLLOWING A CHANGE IN CONTROL OR BY THE EXECUTIVE OFFICER WITH GOOD REASON (1) ($) (c) | DISABILITY OR DEATH ($) (d) | ||||||||||||||
Steven H. Gunby | ||||||||||||||||||
Base Salary | — | — | — | — | ||||||||||||||
AIP: (2) | ||||||||||||||||||
Unpaid AIP for Year Prior to Termination | — | — | — | — | ||||||||||||||
Prorated AIP Based on Financial Metrics for Year of Termination at Actual | — | 1,305,151 | 1,305,151 | 1,305,151 | ||||||||||||||
Prorated AIP for Year of Termination Based on Prior Year’s Individual Performance at Actual | — | 750,000 | 750,000 | 750,000 | ||||||||||||||
Equity Awards (3) (4) (5) (6) (8) | — | 5,538,738 | 5,538,738 | 5,538,738 | ||||||||||||||
LTIP Performance Units (8)(9) | — | — | 13,520,154 | 13,520,154 | ||||||||||||||
Severance Payment (10) | — | 6,000,000 | 6,000,000 | — | ||||||||||||||
Health and Welfare Benefits (12) | — | 22,145 | 22,145 | 22,145 | ||||||||||||||
Total | — | 13,616,034 | 27,136,188 | 21,136,188 | ||||||||||||||
Name | TERMINATION by the COMPANY for CAUSE or VOLUNTARY TERMINATION by the EXECUTIVE OFFICER WITHOUT GOOD REASON ($) (a) | TERMINATION by the COMPANY WITHOUT CAUSE or by the EXECUTIVE OFFICER WITH GOOD REASON ($) (b) | TERMINATION by the COMPANY WITHOUT CAUSE COINCIDENT WITH or FOLLOWING a CHANGE in CONTROL or by the EXECUTIVE OFFICER WITH GOOD REASON (1) ($) (c) | DISABILITY or DEATH ($) (d) | ||||||||||||||
Ajay Sabherwal | ||||||||||||||||||
Base Salary | — | — | — | — | ||||||||||||||
AIP: (2) | ||||||||||||||||||
Unpaid AIP for Year Prior to Termination | — | — | — | — | ||||||||||||||
Prorated AIP Based on Financial Metrics for Year of Termination at Actual | — | 507,559 | 507,559 | 507,559 | ||||||||||||||
Prorated AIP for Year of Termination Based on Prior Year’s Individual Performance at Actual | — | 350,000 | 350,000 | 350,000 | ||||||||||||||
Equity Awards (3) (5) (7) | — | 2,613,536 | 2,613,536 | 2,613,536 | ||||||||||||||
LTIP Performance Units (9) | — | — | 1,533,627 | 1,533,627 | ||||||||||||||
Severance Payment (11) | — | 700,000 | 1,575,000 | — | ||||||||||||||
Health and Welfare Benefits (12) | — | 21,434 | 21,434 | 21,434 | ||||||||||||||
Total | — | 4,192,529 | 6,601,156 | 5,026,156 | ||||||||||||||
Paul Linton | ||||||||||||||||||
Base Salary | — | — | — | — | ||||||||||||||
AIP: (2) | ||||||||||||||||||
Unpaid AIP for Year Prior to Termination | — | — | — | — | ||||||||||||||
Prorated AIP Based on Financial Metrics for Year of Termination at Actual | — | 507,559 | 507,559 | 507,559 | ||||||||||||||
Prorated AIP for Year of Termination Based on Prior Year’s Individual Performance at Actual | — | 350,000 | 350,000 | 350,000 | ||||||||||||||
Equity Awards (3) (5) (7) | — | 4,610,069 | 4,610,069 | 4,610,069 | ||||||||||||||
LTIP Performance Units (9) | — | — | 1,533,627 | 1,533,627 | ||||||||||||||
Severance Payment (11) | — | 700,000 | 1,575,000 | — | ||||||||||||||
Health and Welfare Benefits (12) | — | 21,419 | 21,419 | 21,419 | ||||||||||||||
Total | — | 6,189,047 | 8,597,674 | 7,022,674 | ||||||||||||||
Curtis P. Lu | ||||||||||||||||||
Base Salary | — | — | — | — | ||||||||||||||
AIP: (2) | ||||||||||||||||||
Unpaid AIP for Year Prior to Termination | — | — | — | — | ||||||||||||||
Prorated for AIP Based on Financial Metrics for Year of Termination at Actual | — | 507,559 | 507,559 | 507,559 | ||||||||||||||
Prorated AIP for Year of Termination Based on Prior Year’s Individual Performance at Actual | — | 350,000 | 350,000 | 350,000 | ||||||||||||||
Equity Awards (3) (5) (7) | — | 2,733,563 | 2,733,563 | 2,733,563 | ||||||||||||||
LTIP Performance Units (9) | — | — | 1,533,627 | 1,533,627 | ||||||||||||||
Severance Payment (11) | — | 700,000 | 1,575,000 | — | ||||||||||||||
Health and Welfare Benefits (12) | — | 8,057 | 8,057 | 8,057 | ||||||||||||||
Total | — | 4,299,179 | 6,707,806 | 5,132,806 | ||||||||||||||
Name | TERMINATION by the COMPANY for CAUSE or VOLUNTARY TERMINATION by the EXECUTIVE OFFICER WITHOUT GOOD REASON ($) (a) | TERMINATION by the COMPANY WITHOUT CAUSE or by the EXECUTIVE OFFICER WITH GOOD REASON ($) (b) | TERMINATION by the COMPANY WITHOUT CAUSE COINCIDENT WITH or FOLLOWING a CHANGE in CONTROL or by the EXECUTIVE OFFICER WITH GOOD REASON (1) ($) (c) | DISABILITY or DEATH ($) (d) | ||||||||||||||
Holly Paul | ||||||||||||||||||
Base Salary | — | — | — | — | ||||||||||||||
AIP: (2) | ||||||||||||||||||
Unpaid AIP for Year Prior to Termination | — | — | — | — | ||||||||||||||
Prorated AIP Based on Financial Metrics for Year of Termination at Actual | — | 406,046 | 406,046 | 406,046 | ||||||||||||||
Prorated AIP for Year of Termination Based on Prior Year’s Individual Performance at Actual | — | 350,000 | 350,000 | 350,000 | ||||||||||||||
Equity Awards (3) (5) (7) | — | 578,933 | 578,933 | 578,933 | ||||||||||||||
LTIP Performance Units (9) | — | — | 1,435,769 | 1,435,769 | ||||||||||||||
Severance Payment (11) | — | 560,000 | 1,260,000 | — | ||||||||||||||
Health and Welfare Benefits (12) | — | 19,754 | 19,754 | 19,754 | ||||||||||||||
Total | — | 1,914,733 | 4,050,502 | 2,790,502 | ||||||||||||||
(1) | The information presented assumes delivery of a Release and continued compliance with all applicable restrictive covenants, if required. |
(2) | On termination for any reason, our CEO and other NEOs are eligible to receive the earned and unpaid portion of any AIP for the year prior to termination. No amount is shown in the table above in respect of 2023 AIP for the bonus year prior to termination since such amount was previously paid during the first quarter of 2024. In addition, in the event of termination by the Company without Cause, by an NEO for Good Reason, or due to Disability or death, our CEO and other NEOs are eligible to receive prorated AIP bonus for the year of termination based on (i) actual financial performance for the year of termination, plus (ii) an amount on account of the individual performance component of AIP (if an applicable performance measure) determined based on individual performance AIP awarded and paid to such NEO in the year prior to the year of termination. The amounts shown include 2024 AIP for the full year on account of financial and individual performance. |
(3) | Vested and unexercised stock options have been valued based on the difference between the applicable exercise price and $191.13 (the closing price per share of Common Stock as reported on the NYSE for December 31, 2024). Unvested time-based RSUs and time-based RSAs awarded as LTIP or AIP have been valued based on $191.13 (the closing price per share of Common Stock as reported on the NYSE for December 31, 2024). |
(4) | On termination for any reason, the unvested RSAs awarded in payment of a portion of 2024 AIP to the CEO will fully vest and be non-forfeitable. |
(5) | The information presented assumes that on termination due to Disability or death, unvested RSUs and RSAs awarded as time-based LTIP will fully vest and be non-forfeitable. |
(6) | With respect to time-based RSUs granted to the CEO as LTIP in 2024 and later years, unvested time-based RSUs at the time of termination of the CEO by the Company without Cause, termination by the CEO for Good Reason or termination by the CEO due to retirement prior to a Change in Control will continue to vest (and settle) in accordance with the original vesting schedule of such award. “Retirement” has been defined in the time-based RSU LTIP award agreement to mean the CEO’s voluntary resignation of service with the Company for any reason on or after April 1, 2025 where circumstances constituting grounds for the Company to terminate the CEO’s Service for Cause (as defined in the CEO Employment Agreement) do not exist. Since the conditions for retirement have not been met as of December 31, 2024, the CEO termination payment table does not include compensation arising from termination due to retirement. |
(7) | On termination by the Company without Cause and termination by any other NEO with Good Reason, unvested RSAs awarded as time-based LTIP to other NEOs that are scheduled to vest on the vesting date immediately following the effective date of such termination shall remain outstanding and shall become fully vested and non-forfeitable on the originally scheduled vesting date (without regard to any employment requirement). |
(8) | With respect to Performance RSUs granted to the CEO as LTIP in 2024 and later years, unearned and unvested Performance RSUs at the time of termination of the CEO due to retirement prior to a Change in Control will remain outstanding and become vested (and settled) or forfeited based on the achievement of the applicable performance conditions upon the earlier to occur of the date of the original final determination for the achievement of the applicable performance conditions and the occurrence of a Change in Control. If termination of the CEO due to retirement occurs on or following a Change in Control, the unearned and unvested Performance RSUs shall convert to a right to receive cash on the original final performance determination date, the date for determining achievement of the applicable performance conditions will accelerate, and the cash value payable to the CEO will be determined by multiplying the (x) number of such cash units by (y) the closing price per share of Common Stock reported on the NYSE for the date of the consummation of such Change in Control. “Retirement” has |
(9) | The information presented assumes that at December 31, 2024, the applicable performance conditions under outstanding Performance RSUs awarded as LTIP to our NEOs on March 9, 2022 have been valued as (i) the earned number of shares based on actual performance, multiplied by (ii) $191.13 (the closing price per share of Common Stock as reported on the NYSE for December 31, 2024), and the applicable performance conditions under outstanding Performance RSUs awarded as LTIP to our NEOs on March 8, 2023 and March 6, 2024 have been valued as (i) the total number of target shares granted, multiplied by (ii) $191.13 (the closing price per share of Common Stock as reported on the NYSE for December 31, 2024). |
(10) | As of December 31, 2024, upon termination by the Company without Cause or termination by the CEO with Good Reason, our CEO was eligible to receive a cash severance payment equal to two times (2.0x) the sum of (i) his base salary, plus (ii) target bonus for the year of termination. See the section titled “Information About Our Executive Officers And Compensation — Compensation Discussion And Analysis — Other Compensation — Termination Payments” beginning on page 75 of the Proxy Statement for additional information. |
(11) | As of December 31, 2024, upon termination by the Company without Cause or termination by an NEO (other than the CEO) with Good Reason, each of our CFO, CSTO, GC and CHRO will be entitled to one times (1.0x) base salary continuation for a period of 12 months, provided that such amount will be increased to one times (1.0x) the sum of (i) 12 months of base salary, plus (ii) target bonus for the year of termination if the applicable NEO’s employment is terminated by the Company (or its successor) without Cause or by the applicable NEO for Good Reason during the 18-month period following a Change in Control. The amount shown includes 2024 AIP for the full year at target. See the section titled “Information About Our Executive Officers And Compensation — Compensation Discussion And Analysis — Other Compensation — Termination Payments” beginning on page 75 of the Proxy Statement for additional information. |
(12) | Health and welfare benefits represent the current costs of continuing group health and group life insurance coverage for the CEO and his eligible dependents for 18 months after termination and for the other NEOs and their eligible dependents for 12 months after termination. |
CEO COMPENSATION | AVERAGE OTHER NEO COMPENSATION | VALUE OF INITIAL $100 INVESTMENT BASED ON: | ||||||||||||||||||||||||
YEAR | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (1) ($) (a) | COMPENSATION ACTUALLY PAID (2) ($) (b) | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (3) ($) (c) | COMPENSATION ACTUALLY PAID (4) ($) (d) | TOTAL SHAREHOLDER RETURN ($) (e) | PEER GROUP TOTAL SHAREHOLDER RETURN (5) (6) (9) ($) (f) | NET INCOME ($000) ($) (g) | ADJUSTED EPS (7) ($) (h) | ||||||||||||||||||
2024 | ||||||||||||||||||||||||||
2023 | ||||||||||||||||||||||||||
2022 | ||||||||||||||||||||||||||
2021 | ||||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||
(1) | The dollar amounts reported in Column (a) are the amounts reported for our CEO in the “Total” compensation column of the Summary Compensation Table (i) in this Proxy Statement beginning on page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) in the proxy statement for the 2023 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. |
(2) | The dollar amounts reported in Column (b) represent the amount of CAP for |
ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
Amounts reported under the “Total” Compensation column in the Summary Compensation Table in (i) this Proxy Statement beginning on Page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. | ||||||||||||||||||||
- | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on Page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. | ( | ( | ( | ( | ( | ||||||||||||||
+ | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | |||||||||||||||||||
+/- | Change in Fair Value from Prior Year End to Current Year End of Awards Granted Prior to Year That Were Outstanding and Unvested as of Year End | ( | ( | |||||||||||||||||
+/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | ( | ( | |||||||||||||||||
Compensation Actually Paid to CEO | ||||||||||||||||||||
(3) | The dollar amounts reported in column (c) represent the average of the amounts reported for the other NEOs in the “Total” compensation column of the Summary Compensation Table (i) in this Proxy Statement beginning on page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) in the proxy statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. The names of the NEOs included for purposes of calculating the average amounts in each year are Ajay Sabherwal, Paul Linton, Curtis P. Lu and Holly Paul. |
(4) | The dollar amounts reported in column (d) represent the average amount of CAP for the other NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the other NEOs for each year to determine the compensation actually paid, using the same methodology described above in footnote (2): |
ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
Amounts reported under the “Total” Compensation” column in the Summary Compensation Table in (i) this Proxy Statement Beginning on Page 77 for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and (ii) the Proxy Statement for the 2023 Annual Meeting for the year ended December 31, 2020. | ||||||||||||||||||||
- | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 77 for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and (ii) the Proxy Statement for the 2023 Annual Meeting for the year ended December 31, 2020. | ( | ( | ( | ( | ( | ||||||||||||||
+ | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | |||||||||||||||||||
+/- | Change in Fair Value from Prior Year End to Current Year End of Awards Granted Prior to Year That were Outstanding and Unvested as of Year End | ( | ( | |||||||||||||||||
+/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | ( | ( | |||||||||||||||||
Compensation Actually Paid to Other NEOs | ||||||||||||||||||||
(5) | The peer groups used to calculate the peer group TSR disclosed in column (f) are the 2021 Peer Group discussed in the CD&A for 2022, 2023 and 2024 and the prior peer group for 2020 and 2021. |
(6) | Executive compensation decisions for 2020 and 2021 were informed by reference to a different peer group. Three companies - Eaton Vance Corp., Legg Mason, Inc. and Navigant Consulting, Inc. - included in the previous peer group were acquired and no longer qualified for inclusion in the 2021 Peer Group. Pearl Meyer recommended and the Compensation Committee approved the following additional changes for 2021 Peer Group purposes: |
Removed Greenhill & Co. Oppenheimer Holdings, Inc. Piper Sandler Companies | Added Booz Allen Hamilton Holding Corporation Exponent, Inc. ICF International Jefferies Financial Group, Inc. LPL Financial Holdings, Inc. | ||||
(7) | The TSR of the prior peer group, based on the same $100 initial investment as in columns (e) and (f) was $ |
Most Important Company Performance Measures | ||
(8) | See Appendix A for the definitions of Adjusted EPS and Adjusted EBITDA and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
(9) | Peer Group Total Shareholder Return for the years 2020-2023 has been updated as the result of an adjustment by a third-party provider. The third-party provider revised the calculations of the weighted average Total Shareholder Return for our peer group to properly account for special dividends. |
(1) | See Appendix A for the definitions of Adjusted EPS used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |
◼ | the financial and other terms of the transaction and whether such terms are substantially equivalent to terms that could be negotiated with third parties; | ||||
◼ | the nature of the related-person’s interest in the transaction; | ||||
◼ | the importance of the transaction to the related person and to the Company; | ||||
◼ | the likelihood that the transaction would influence the judgment of a director or executive officer to not act in the best interests of the Company; and | ||||
◼ | any other matters that the Audit Committee deems appropriate. | ||||
2023 ($) | 2024 ($) | |||||||
(in thousands) | ||||||||
Audit Fees | 4,240 | 4,650 | ||||||
Audit-Related Fees | — | 47 | ||||||
Tax Fees | — | — | ||||||
All Other Fees | 5 | 5 | ||||||
Total | 4,245 | 4,702 | ||||||
(1) | We have reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 with management and the independent registered public accounting firm. Management represented to the Audit Committee that the consolidated financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles. |
(2) | The Audit Committee discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. These matters included a discussion of KPMG’s judgments about the quality (not just the acceptability) of the accounting practices of the Company and accounting principles as applied to the financial reporting of the Company. |
(3) | The Audit Committee received from KPMG the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG its independence. The Audit Committee further considered whether the provision by KPMG of any non-audit services described elsewhere in this proxy statement is compatible with maintaining auditor independence and determined that the provision of those services does not impair KPMG’s independence. We pre-approve the non-audit services performed by KPMG. |
(4) | The Audit Committee reviewed and discussed with management and KPMG, management’s report and KPMG’s attestation of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. |
(5) | Based upon the review and discussion referred to in paragraphs (1) through (3) above, and the Audit Committee’s review of the representations of management and the disclosures by the independent registered public accounting firm to the Audit Committee, we recommended to the Board that the audited consolidated financial statements be included in the annual report on Form 10-K of the Company for the fiscal year ended December 31, 2024 for filing with the SEC. We have concluded that KPMG, the Company’s independent registered public accounting firm for fiscal year 2024, is independent from the Company and its management. |
(AMOUNTS IN THOUSANDS) | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net income | $280,088 | $274,892 | $235,514 | $234,966 | $210,682 | ||||||||||||||||
Add back: | |||||||||||||||||||||
Income tax provision | 70,683 | 83,471 | 62,235 | 62,981 | 51,764 | ||||||||||||||||
Interest income and other | (10,360) | 4,867 | (3,918) | (6,193) | 412 | ||||||||||||||||
Interest expense | 6,951 | 14,331 | 10,047 | 20,294 | 19,805 | ||||||||||||||||
Depreciation of property and equipment | 43,910 | 41,079 | 35,697 | 34,269 | 32,118 | ||||||||||||||||
Amortization of intangible assets | 4,183 | 6,159 | 9,643 | 10,823 | 10,387 | ||||||||||||||||
Special charges | 8,230 | — | 8,340 | — | 7,103 | ||||||||||||||||
Remeasurement of acquisition-related contingent consideration | — | — | — | (3,130) | — | ||||||||||||||||
Adjusted EBITDA | $ 403,685 | $ 424,799 | $ 357,558 | $ 354,010 | $ 332,271 | ||||||||||||||||
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net income | $ 280,088 | $274,892 | $235,514 | $234,966 | $210,682 | ||||||||||||||||
Add back: | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration | — | — | — | (3,130) | — | ||||||||||||||||
Special charges | 8,230 | — | 8,340 | — | 7,103 | ||||||||||||||||
Tax impact of special charges | (1,857) | — | (1,584) | — | (1,847) | ||||||||||||||||
Non-cash interest expense on convertible notes | — | — | — | 9,586 | 9,083 | ||||||||||||||||
Tax impact of non-cash interest expense on convertible notes | — | — | — | (2,492) | (2,361) | ||||||||||||||||
Adjusted Net Income | $ 286,461 | $ 274,892 | $ 242,270 | $ 238,930 | $ 222,660 | ||||||||||||||||
Earnings per common share — diluted | $7.81 | $7.71 | $6.58 | $6.65 | $5.67 | ||||||||||||||||
Add back: | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration | — | — | — | (0.09) | — | ||||||||||||||||
Special charges | 0.23 | — | 0.23 | — | 0.19 | ||||||||||||||||
Tax impact of special charges | (0.05) | — | (0.04) | — | (0.05) | ||||||||||||||||
Non-cash interest expense on convertible notes | — | — | — | 0.27 | 0.24 | ||||||||||||||||
Tax impact of non-cash interest expense on convertible notes | — | — | — | (0.07) | (0.06) | ||||||||||||||||
Adjusted earnings per common share — diluted | $7.99 | $7.71 | $6.77 | $6.76 | $5.99 | ||||||||||||||||
Weighted average number of common shares outstanding — diluted | 35,845 | 35,646 | 35,783 | 35,337 | 37,149 | ||||||||||||||||
(amounts in thousands) | 2024 | ||||
Net cash provided by operating activities | $395,097 | ||||
Purchases of property and equipment | (34,900) | ||||
Free Cash Flow | $ 360,197 | ||||
2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||||
Revenue growth | 6.0% | 15.2% | 9.1% | 12.8% | 4.6% | ||||||||||||||||
Impact of FX | (0.3)% | (0.2)% | 3.1% | (2.0)% | 0.0% | ||||||||||||||||
Impact of acquisition-related revenues | (0.2)% | 0.4% | (0.3)% | (0.5)% | (1.7)% | ||||||||||||||||
Organic revenue growth | 5.5% | 15.4% | 11.9% | 10.3% | 2.9% | ||||||||||||||||
(1) | each of the potential further adjustments included in the 2024 Adjusted EBITDA definition; |
(2) | exclusion of any gain or loss reflected in the Company’s Consolidated Statement of Income as a result of any sale or other disposition of any business or business segment of the Company in part or in its entirety completed in 2024, to the extent that such gain or loss is not already excluded from Adjusted EPS; and |
(3) | inclusion of, in the event of a sale or disposition of part of any business or business segment of the Company completed in 2024, the minority interest of such business or business segment subsequent to the closing of the sale or disposition. In the event of any sale or other disposition of any business or business segment of the Company in its entirety completed in 2024, the Adjusted EPS performance metrics may be reduced by an amount equal to the budgeted operating income for such business or business segment for the portion of 2024 subsequent to the closing of such transaction. |
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) | 2024 | ||||
Net income | $280,088 | ||||
Add back: | |||||
Special charges | 8,230 | ||||
Tax impact of special charges | (1,857) | ||||
Adjusted Net Income | $286,461 | ||||
Earnings per common share — diluted | $7.81 | ||||
Add back: | |||||
Special charges | 0.23 | ||||
Tax impact of special charges | (0.05) | ||||
Adjusted earnings per common share — diluted | $7.99 | ||||
Weighted average number of common shares outstanding — diluted | 35,845 | ||||
(1) | operating results, including costs and expenses, of operations (including minority interest) discontinued, sold or acquired; |
(2) | impact of foreign exchange rates different from budget (i.e. – constant currency); |
(3) | costs and expenses related to financing activity and gains or losses related to financing activity; |
(4) | unplanned severance costs; and |
(5) | litigation settlements and costs. |
(AMOUNTS IN THOUSANDS) | 2024 | ||||
Net income | $280,088 | ||||
Add back: | |||||
Income tax provision | 70,683 | ||||
Interest income and other | (10,360) | ||||
Interest expense | 6,951 | ||||
Depreciation of property and equipment | 43,910 | ||||
Amortization of intangible assets | 4,183 | ||||
Special charges | 8,230 | ||||
Adjusted EBITDA | $403,685 | ||||
2024 | 2023 | 2022 | 2021 | 2020 | 2019 | |||||||||||||||
Total employees, excluding independent contractors | 8,374 | 7,990 | 7,635 | 6,780 | 6,321 | 5,567 | ||||||||||||||
Independent contractors | 2,400 | 2,685 | 2,534 | 1,965 | 1,606 | 1,858 | ||||||||||||||
Total employees, including independent contractors | 10,774 | 10,675 | 10,169 | 8,745 | 7,927 | 7,425 | ||||||||||||||
(a) | the applicable valid Elected Payment Date (if any) for such amounts; |
(b) | the date of the Key Employee’s Separation from Service; |
(c) | the date that the Key Employee becomes Disabled; |
(d) | the date of the Key Employee’s death; |
(e) | the date of a Change in Control; and |
(f) | the occurrence of an Unforeseeable Emergency with respect to the Key Employee. |
(a) | Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee on a basis at least as beneficial to the Participant as under the original award agreement and in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation Section 1.424-1 (and any amendments thereto), and the vesting conditions and restrictions to which any Award granted on or after the Effective Date and prior to the Change in Control are subject shall not automatically lapse upon the Change in Control (although the Committee shall have the discretion to convert any performance-based vesting conditions into time-based vesting conditions to take effect following the Change in Control). Notwithstanding the foregoing, in the event that, within two years following the Change in Control (or such shorter period as determined by the Committee in its sole discretion), the Participant’s service with the Company and its Affiliates is involuntarily terminated by the Company or any of its Affiliates for any reason other than for “Cause” (as defined below) and other than as a result of death or Disability, or by the Participant for “good reason” (within the meaning of such term or term or concept of like import under any employment agreement by and between the Employer and the Participant in effect at the time of the Change in Control, or if no such agreement exists, or no such term is contained in any such agreement, then the concept of “good reason” shall be inapplicable under this Section 9.4(a) unless otherwise determined by the Committee in its sole discretion), all outstanding Awards granted to such Participant which have not theretofore vested shall immediately vest and become exercisable and all restrictions on such Awards shall immediately lapse. |
(b) | To the extent that Awards will not be continued, assumed, or have new rights substituted therefor in connection with a Change in Control, the Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the “Change in Control Price” (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price (if any) of such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the |
(c) | The term “Cause” shall have the meaning assigned to such term under the Eligible Service Provider’s employment or service agreement, and if not defined therein, the term “Cause” shall mean the following events of termination, unless otherwise determined by the Committee: |
(i) | the Eligible Service Provider is convicted of or pleads nolo contendere to a felony; |
(ii) | the Eligible Service Provider commits an act or omission involving material dishonesty with respect to the Company or any of its respective employees, customers or Affiliates, as reasonably determined by the Committee; |
(iii) | the Eligible Service Provider willfully fails or refuses to carry out the material responsibilities of such Eligible Service Provider’s Service to the Company pursuant to his or her employment or service agreement or other material agreement with the Company or an Affiliate, as reasonably determined by the Committee; |
(iv) | the Eligible Service Provider engages in gross negligence, willful misconduct, or a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company, as reasonably determined by the Committee; |
(v) | the Eligible Service Provider engages in any act or omission which is in material violation of the FTI Consulting, Inc. Policy on Ethics and Business Conduct, Acceptable Use Policy or Policy on Inside Information and Insider Trading, or any other policy governing the behavior of employees of the Company; or |
(vi) | the Eligible Service Provider commits a breach of the Eligible Service Provider’s material obligations under his or her employment or service agreement or other material agreement with the Company or an Affiliate, as reasonably determined by the Committee. |
1. | Article IX, Subsection 9.1.1 Available Shares, is hereby amended by increasing the number of shares of Common Stock available for issuance under the Plan by an additional 676,000 shares of Common Stock, so that Section 9.1.1, as amended and restated, reads in its entirety as follows: |
2. | Article XII, New Subsection 12.21. Amendment Effective Date, is hereby added to read in its entirety, as follows: |
3. | Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect. |