☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to Sec.240.14a-12
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(Name of Registrant as Specified In Its Charter)
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Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Meeting Date:
June 7, 2023
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Meeting Place:
555 12th Street NW
Suite 700
Washington, D.C. 20004
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Meeting Time:
9:30 a.m. (EDT)
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Record Date:
March 9, 2023
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PROPOSAL NUMBER
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PROPOSAL
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BOARD OF DIRECTORS
VOTING
RECOMMENDATION
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No. 1
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Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement
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FOR each nominee
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No. 2
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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, 2023
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FOR
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No. 3
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Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named
executive officers for the year ended December 31, 2022 as described in the Proxy Statement
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FOR
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No. 4
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Consider and vote on the frequency of advisory (non-binding) votes on executive compensation of our
named executive officers
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FOR ONE YEAR
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The transaction of any other business that may properly come before the meeting or any postponement
or adjournment thereof
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N/A
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Postponements and Adjournments:
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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 time and date to which the meeting may be properly postponed or adjourned.
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In-Person Meeting Admission:
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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?” on page 5 of the Proxy Statement. If you do not provide an admission ticket and comply with the photo identification requirements outlined on page 5, you will not be admitted to the 2023 annual meeting. Cameras, recording devices and other electronic devices will not be permitted at the 2023 annual meeting.
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Voting:
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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:
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In person at the
Annual Meeting
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By telephone at
+1.800.690.6903
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Over the Internet at
www.proxyvote.com
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By mailing your
completed proxy card in
the envelope provided
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By Order of the Board of Directors,
![]() Joanne F. Catanese
Associate General Counsel and Corporate Secretary
April 24, 2023
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Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on June 7, 2023 (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 2022 Annual Report on or about April 24, 2023. Our Proxy Statement and Annual Report are available online at www.proxyvote.com.
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Date:
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June 7, 2023
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Time:
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9:30 a.m., Eastern Daylight Time
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Location:
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FTI Consulting, Inc.
555 12th Street NW
Suite 700
Washington, D.C. 20004
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Record Date:
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Close of business on March 9, 2023
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Stock Symbol:
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FCN
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Exchange:
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New York Stock Exchange (the “NYSE”)
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Common Stock Outstanding as of the Close of Business on the Record Date Entitled
to Vote at the Annual Meeting:
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33,983,032 shares of common stock, par value $0.01 per share (“Common Stock”)
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Registrar and Transfer Agent:
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American Stock Transfer & Trust Company
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State of Incorporation:
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Maryland
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Year of Incorporation:
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1982
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Public Company Since:
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1996
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Corporate Website:
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www.fticonsulting.com
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(1)
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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, 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. 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”) for the year ended
December 31, 2022 (“2022 AIP”). See the section of this Proxy Statement titled “Information about our Executive Officers and Compensation — Compensation Discussion and Analysis — 2022 Pay Outcomes — 2022 Annual Incentive Pay — Financial
Metrics” beginning on page 55 and Appendix B for the definitions of similarly named non-GAAP financial measures for determining 2022 AIP of our named executive officers (“NEO”) and the reconciliations of such non-GAAP financial measures to the most
directly comparable GAAP financial measures.
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(1)
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See Appendix A for the definitions of EBITDA, as adjusted (“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. Certain of these non-GAAP financial measures are not defined the same as the similarly named financial measures used to
establish AIP. See “Information about Our Executive Officers and Compensation — Compensation Discussion & Analysis — 2022 Pay Outcomes — 2022 Annual Incentive Pay — Financial Metrics” beginning on page 55 and Appendix B for the definitions of similarly
named financial measures for determining 2022 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures.
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(1)
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“Per employee” refers to FTI Consulting’s total employee headcount (excluding independent contractors),
as reported in our Annual Report on Form 10-K for reconciliations of “employees, including independent contractors,” to “employees, excluding independent contractors,” for the applicable calendar year ended December 31, for each
applicable calendar year ended December 31 plus independent contractors as of December 31 of the applicable calendar year ended December 31. “Independent contractors” are defined as temporary resources who at times may travel on behalf
of FTI Consulting for business purposes. See Appendix C.
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(2)
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2019 is representative of pre-COVID-19-pandemic in-office attendance, business travel and printer usage,
as these emissions were repressed in both 2020 and 2021 due to COVID-19-related restrictions on business travel and office occupancy.
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(3)
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“Sustainably disposed of” refers to information technology equipment that was recycled or remarketed in
an environmentally friendly manner during the years ended December 31, 2021 and December 31, 2022.
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(1)
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“Employees” refers to FTI Consulting’s total headcount as reported in our Annual Reports on Form 10-K
for each calendar year ended December 31.
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(1)
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Employee engagement statistics are based on employee responses to the Company’s 2022 Great Place to
Work® survey.
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—
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Employees logged more than 79,000 training hours.
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—
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Averaged 11 training hours per employee.
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| | | | |
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Annual Cash
Base Salary
|
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Fixed element of annual compensation.
Annual cash base salary of each NEO (other than
the Chief Executive Officer (“CEO”)) increased from $600,000 in 2021 to $700,000 in 2022.
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AIP Program
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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 AIP performance measures and
target values of AIP as a multiple of annual cash base salary payout opportunities for 2022.
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| | |
Long-Term Incentive Pay (“LTIP”) Program
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Long-term equity incentives in the forms of time-based award of shares of restricted stock (“RSA”)
and performance-based award of restricted stock units (“Performance RSU”) with multi-year vesting schedules.
No changes to LTIP performance measure and form
of payout. Target LTIP opportunity for our CEO increased from 4.5x annual cash base salary for 2021 to 6.0x annual cash base salary for 2022. Target LTIP payment opportunity as a multiple of annual cash base salary for the other NEOs
did not change for 2022.
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| | | | |
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2022 CEO’s Compensation at Target
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2022 Other NEOs’ Compensation at Target
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Fall
Informed by our summer report,
we extend an invitation to our 20 largest 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 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.
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89%
Independent
Directors
|
| |
33%
Female
Directors
|
| |
22%
Racially Diverse
Directors
|
| |
9 Years
Average Tenure
(Range: 0 - 19 years)
|
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65
Average Age
|
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33%
Directors Based
Outside of U.S.
|
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COMMITTEE MEMBERSHIP
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DIRECTOR NOMINEES
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AGE
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DIRECTOR
SINCE
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INDEPENDENT
|
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AUDIT
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| |
COMPENSATION
|
| |
NOMINATING,
CORPORATE
GOVERNANCE AND
SOCIAL
RESPONSIBILITY
|
| |
|
| |
Gerard E. Holthaus
Lead Independent Director of
WillScot Mobile Mini Holdings Corp.
|
| |
73
|
| |
2004
|
| |
![]() |
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•
|
| |
•
|
| |
|
| |
|
|
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Steven H. Gunby
President and Chief Executive
Officer of
FTI Consulting, Inc.
|
| |
65
|
| |
2014
|
| | | | | | | | | | ||||||
| |
Brenda J. Bacon
President and Chief Executive
Officer of Brandywine Senior Living LLC
|
| |
72
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| |
2006
|
| |
✔
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| |
|
| |
•
|
| |
C
|
| |
|
|
| |
Mark S. Bartlett
Retired Partner at Ernst &
Young LLP
|
| |
72
|
| |
2015
|
| |
✔
|
| |
•
|
| | | | | | ||||
| |
Elsy Boglioli (1)
Chief Executive Officer of
Bio-Up
|
| |
41
|
| |
2023
|
| |
✔
|
| |
|
| |
|
| |
|
| |
|
|
| |
Claudio Costamagna
Chairman of CC e Soci S.r.l.
|
| |
67
|
| |
2012
|
| |
✔
|
| | | |
C
|
| | | | ||||
| |
Nicholas C. Fanandakis
Retired Chief Financial Officer
of Dupont de Nemours, Inc.
|
| |
66
|
| |
2014
|
| |
✔
|
| |
C
|
| |
|
| |
|
| |
|
|
| |
Stephen C. Robinson
Retired Partner of the Law Firm
of Skadden, Arps, Slate, Meagher & Flom LLP
|
| |
66
|
| |
2022
|
| |
✔
|
| | | | | |
•
|
| | ||||
| |
Laureen E. Seeger
Chief Legal Officer of the
American Express Company
|
| |
61
|
| |
2016
|
| |
✔
|
| |
|
| |
•
|
| |
•
|
| |
|
(1)
|
On April 6, 2023, the Board took action, and effective on April 7, 2023, the size of the Board was
increased to ten directors from nine directors and the Board elected Elsy Boglioli as a director to fill the vacancy on the Board resulting from such action. The Board has not taken action to elect Ms. Boglioli to any Committee.
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![]() |
Independent Chairman of the Board
|
C
|
Committee Chair
|
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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 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, 2023
|
| |
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, 2023. 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 32.)
|
| ||||||
|
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, 2022 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, 2022 as described in the Proxy Statement for the 2023 Annual Meeting of Shareholders.”
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No. 4
|
| |
Consider and conduct an advisory (non-binding) vote on the frequency of
advisory (non-binding) votes on executive compensation of our named executive officers
|
| |
FOR ONE YEAR
|
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|
In accordance with applicable law, shareholders are being afforded the opportunity to cast an
advisory (non-binding) vote on how often we should hold advisory (non-binding) votes on executive compensation of our named executive officers in the future. The frequency options are to hold the advisory (non-binding) votes to approve
the executive compensation of our named executive officers every one year, every two years or every three years. We currently afford shareholders the opportunity to submit an advisory (non-binding) vote on executive compensation of our
named executive officers every year. (See page 35.)
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| ||||||
| | |
The transaction of any other business that may properly come before the
meeting or any postponement or adjournment thereof
|
| |
N/A
|
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Proposal No. 1: Elect as
directors 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” with respect to 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: Ratify the
appointment of KPMG LLP (“KPMG”) as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2023
|
| |
Ratification of the appointment of KPMG as the Company’s independent registered public accounting
firm for the year ending December 31, 2023 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 results of the vote on this proposal. We do not anticipate any broker non-votes for this proposal.
The Board recommends a vote FOR the ratification of the appointment
of KPMG.
|
|
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Proposal No. 3: Vote on an
advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2022 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, 2022 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 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, 2022 as described in this Proxy Statement.
|
|
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Proposal No. 4: Advisory
(non-binding) vote on the frequency of advisory (non-binding) votes on executive compensation of our named executive officers
|
| |
A majority of the votes cast for Proposal No. 4 will determine the shareholders’ preferred frequency
for holding advisory (non-binding) votes on executive compensation of our named executive officers. This means that the option for holding advisory votes every one year, every two years, or every three years, receiving a majority of the
votes cast on Proposal No. 4 will be considered the preferred frequency of the shareholders. In the event that no option receives a majority of the votes cast, we will consider the option receiving the most votes to be the option selected
by shareholders. Any abstentions or broker non-votes will not be counted as votes cast with respect to Proposal No. 4, and will have no effect on the results of the vote on this proposal.
The Board recommends a vote to hold advisory (non-binding) votes on
named executive officer compensation every one year.
|
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|||||||||||||||||||||||||||||||||
|
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DIRECTOR NOMINEES
|
| |
LEADERSHIP
|
| |
FINANCE
AND
ACCOUNTING
|
| |
SERVICES
OR
INDUSTRY
|
| |
GOVERNMENT
|
| |
OTHER
PUBLIC
COMPANY
BOARD
EXPERIENCE
|
| |
GLOBAL
|
| |
GENDER
DIVERSITY
|
| |
RACIAL
DIVERSITY
|
| |
CYBERSECURITY
|
| |
INDEPENDENCE
|
| |
|
|||
| |
![]() |
| |
Brenda J. Bacon
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
|
|
| |
![]() |
| |
Mark S. Bartlett
|
| |
•
|
| |
•
|
| |
•
|
| | | |
•
|
| |
•
|
| | | | | | | |
•
|
| | ||||||
| |
![]() |
| |
Elsy Boglioli
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
| |
|
|
| |
![]() |
| |
Claudio Costamagna
|
| |
•
|
| |
•
|
| |
•
|
| | | |
•
|
| |
•
|
| | | | | | | |
•
|
| | ||||||
| |
![]() |
| |
Nicholas C. Fanandakis
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
(1)
|
| |
•
|
| |
|
|
| |
|
| |
|
|||||||||||||||||||||||||||||||||
|
| |
DIRECTOR NOMINEES
|
| |
LEADERSHIP
|
| |
FINANCE
AND
ACCOUNTING
|
| |
SERVICES
OR
INDUSTRY
|
| |
GOVERNMENT
|
| |
OTHER
PUBLIC
COMPANY
BOARD
EXPERIENCE
|
| |
GLOBAL
|
| |
GENDER
DIVERSITY
|
| |
RACIAL
DIVERSITY
|
| |
CYBERSECURITY
|
| |
INDEPENDENCE
|
| |
|
|||
| |
![]() |
| |
Steven H. Gunby
|
| |
•
|
| |
•
|
| |
•
|
| | | |
•
|
| |
•
|
| | | | | | | | | | |||||||
| |
![]() |
| |
Gerard E. Holthaus
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
|
| |
•
|
| |
|
|
| |
![]() |
| |
Stephen C. Robinson
|
| |
•
|
| | | |
•
|
| |
•
|
| |
•
|
| | | | | |
•
|
| | | |
•
|
| | ||||||
| |
![]() |
| |
Laureen E. Seeger
|
| |
•
|
| |
|
| |
•
|
| |
|
| |
•
|
| |
•
|
| |
•
|
| |
|
| |
|
| |
•
|
| |
|
(1)
|
Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight in 2023 from the Software
Engineering Institute of Carnegie Mellon University.
|
89%
Independent
Directors
|
| |
33%
Female
Directors
|
| |
22%
Racially Diverse
Directors
|
| |
9 Years
Average Tenure
(Range: 0 - 19 years)
|
| |
65
Average Age
|
| |
33%
Directors Based
Outside of U.S.
|
|
2023 DIRECTOR NOMINEES
|
| |||
|
Brenda J. Bacon
|
| |
Steven H. Gunby
|
|
|
Mark S. Bartlett
|
| |
Gerard E. Holthaus
|
|
|
Elsy Boglioli
|
| |
Stephen C. Robinson
|
|
|
Claudio Costamagna
|
| |
Laureen E. Seeger
|
|
|
Nicholas C. Fanandakis
|
| |
|
|
|
2023
NOMINEES FOR DIRECTOR
|
| |
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
|
|
|
![]() Independent Director
Director Since: 2006
Age: 72
|
| |
Brenda J. Bacon has been the President and Chief Executive Officer of Brandywine Senior Living LLC
since July 2004. Ms. Bacon co-founded Brandywine Living in 1996. Brandywine Senior Living LLC currently has 31 operating properties in seven states, with additional communities in development. Brandywine Senior Living LLC is a growing
platform for luxury senior living with supportive services. Ms. Bacon served as Chief of Management and Planning, a cabinet-level position for the State of New Jersey, under former New Jersey Governor James J. Florio from 1989 to 1993.
During President William J. Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team as co-chair for the transition of the Department of Health and Human Services.
Current Other Public Company Directorships and
Committees:
Hilton Grand Vacations Inc. [Member of Audit Committee and Nominating and Corporate Governance
Committee]
Select Current Non-Public Directorships and
Committees:
Argentum [Director]
Rowan University [Trustee] [Member of University Advancement Committee]
|
|
|
![]() Independent Director
Director Since: 2015
Age: 72
|
| |
Mark S. Bartlett has extensive accounting and financial services experience, having retired as a
Partner of Ernst & Young LLP, a leading accounting firm, in June 2012. Mr. Bartlett joined Ernst & Young LLP 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.
Current 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
Executive Committee]
|
|
|
2023
NOMINEES FOR DIRECTOR
|
| |
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
|
|
|
![]() Independent Director
Director Since: 2023
Age: 41
|
| |
Elsy Boglioli is the founder and has been Chief Executive Officer of Bio-Up, a consulting firm
providing advisory services to companies in the healthcare technology field, since September 2019. From December 2017 to August 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 January 2006 to November 2017, 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.
Current Foreign Public Company Directorships and
Committees:
GenSight Biologics S.A. [Chair of the Nomination Committee]
OSE Immunotherapeutics SA [Member of the Nomination and Remuneration Committee]
Select Current Foreign Non-Public Directorships:
Treefrog Therapeutics [Chair]
Inova.io
Laverock Therapeutics
Metafora Biosystems.
Womed Tech
|
|
|
![]() Independent Director
Director Since: 2012
Age: 67
|
| |
Claudio Costamagna is Chairman of CC e Soci S.r.l., a financial advisory firm he founded in June
2007, and CC Holdings S.r.L., its parent. Mr. Costamagna has extensive experience in investment banking, having served for 18 years, until April 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 December 2004 to March 2006.
Select Past Foreign Public Company Directorships:
REVO S.p.A [Chairman]
Advanced Accelerator Applications S.A. [Chairman]
Cassa Depositi e Prestiti [Chairman]
Select Current Foreign Non-Public Directorships:
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.
|
|
|
2023
NOMINEES FOR DIRECTOR
|
| |
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
|
|
|
![]() Independent Director
Director Since: 2014
Age: 66
|
| |
Nicholas C. Fanandakis served as Senior Adviser 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 June 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 then subsequent separations. From November 2009 to June 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. Since then, he has 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 February 2007, when he
was named Vice President of DuPont Corporate Plans.
Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight in 2023 from the Software
Engineering Institute of Carnegie Mellon University.
Current Other Public Company Directorships and
Committees:
Duke Energy Corp. [Member of Audit Committee and Finance and Risk Management Committee]
ITT Inc. [Member of Audit Committee and Compensation and Personnel Committee]
|
|
|
![]() Director Since: 2014
Age: 65
|
| |
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 August 1983.
The positions he held with The Boston Consulting Group include Global Leader, Transformation, from January 2011 to January 2014, and Chairman, North and South America, from December 2003 to December 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.
Current Other Public Company Directorships and
Committees:
Arrow Electronics, Inc. [Chair of Compensation Committee]
|
|
|
2023
NOMINEES FOR DIRECTOR
|
| |
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
|
|
|
![]() Independent Director
Chairman of the Board Since: 2013
Director Since: 2004
Age: 73
|
| |
Gerard E. Holthaus has served as the Lead independent Director of WillScot Mobile Mini Holdings
Corp., a leading provider of modular space solutions in North America since July 2020. Mr. Holthaus served as independent non-executive Chairman of the Board of Directors of WillScot Corp. from November 2017 up to and until the merger of
Mobile Mini Corp. into WillScot Corp. in July 2020. Prior to November 2017, Mr. Holthaus served as non-executive Chairman of the Board of Directors of Algeco Scotsman Global S.a.r.l. and its holding company, Algeco/Scotsman Holdings
S.a.r.l., a leading global provider of modular space solutions, positions that he held since April 2010. From October 2007 to April 2010, Mr. Holthaus held the positions of Executive Chairman of the Board of Directors and Chief Executive
Officer of Algeco Scotsman Global S.a.r.l.
Current Other Public Company Directorships and
Committees:
WillScot Mobile Mini Holdings Corp. [Lead Independent Director] [Member of Audit Committee and Chair
of Nominating and Corporate Governance Committee]
Select Past Public Company Directorships:
Algeco Scotsman Global S.a.r.l.
BakerCorp International, Inc.
Neff Corporation
Nesco Holdings, Inc.
Select Current Non-Public Directorships and
Committees:
Loyola University Maryland [Chairman]
Saint Joseph Hospital [Chairman of the Board]
The Baltimore Life Companies [Chairman of the Board] [Member of Nominating and Corporate Governance
Committee]
|
|
|
![]() Independent Director
Director Since: 2022
Age: 66
|
| |
Stephen C. Robinson is a retired partner of the law firm 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 healthcare company, from 1996 to 1998.
Current Other Public Company Directorships and
Committees:
Dycom Industries, Inc. [Member of Audit Committee and Finance Committee]
Select Current 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]
|
|
|
2023
NOMINEES FOR DIRECTOR
|
| |
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
|
|
|
![]() Independent Director
Director Since: 2016
Age: 61
|
| |
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 July 2014 to July 2018. From March 2006 through June 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.
Select Current Non-Public Directorships and
Committees:
Central Park Conservancy [Trustee]
University of Wisconsin Foundation and Alumni Association [Chair of Governance Committee]
|
|
|
|
| |
BOARD OF DIRECTORS
|
| |
AUDIT COMMITTEE
|
| |
COMPENSATION
COMMITTEE
|
| |
NOMINATING, CORPORATE
GOVERNANCE AND SOCIAL
RESPONSIBILITY COMMITTEE
|
|
|
Total Meetings Held
|
| |
8
|
| |
6
|
| |
6
|
| |
4
|
|
|
NAME (1)
|
| |
AUDIT
|
| |
COMPENSATION
|
| |
NOMINATING, CORPORATE
GOVERNANCE AND SOCIAL
RESPONSIBILITY
|
|
|
Brenda J. Bacon
|
| |
|
| |
•
|
| |
Chair
|
|
|
Mark S. Bartlett
|
| |
•
|
| | | | | ||
|
Claudio Costamagna
|
| |
|
| |
Chair
|
| |
|
|
|
Vernon Ellis (2)
|
| |
•
|
| | | |
•
|
| |
|
Nicholas C. Fanandakis
|
| |
Chair
|
| |
|
| |
|
|
|
Gerard E. Holthaus
|
| |
•
|
| |
•
|
| | | |
|
Stephen C. Robinson
|
| |
|
| |
|
| |
•
|
|
|
Laureen E. Seeger
|
| | | |
•
|
| |
•
|
|
(1)
|
On April 6, 2023, the Board took action, and effective on April 7, 2023, the size of the Board was
increased to ten directors from nine directors and the Board elected Elsy Boglioli as a director to fill the vacancy on the Board resulting from such action. The Board has not taken action to elect Ms. Boglioli to any Committee.
|
(2)
|
Vernon Ellis will remain a member of the Audit Committee and Nominating, Corporate Governance and Social
Responsibility Committee until the Annual Meeting.
|
|
COMMITTEE
|
| |
WEBSITE LINK
|
|
|
Audit Committee
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/charter-of-the-
audit committee-of-the-board-of-directors.pdf
|
|
|
Compensation Committee
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/charter-of-the-
compensation-committee-of-the-board-of-directors.pdf
|
|
|
Nominating, Corporate Governance and Social Responsibility Committee
|
| |
https://www.fticonsulting.com/-/media/files/us-files/our-firm/guidelines/charter-of-the-
nominating-corporate-governance-and-social-responsibility-committee-of-the-board.pdf
|
|
|
■
|
| |
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- and climate-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 Audit Committee Charter and recommends changes to the Nominating,
Corporate Governance and Social Responsibility 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 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 Nominating, Corporate Governance and Social Responsibility
Committee;
|
|
|
■
|
| |
performs an annual self-evaluation of the Compensation Committee;
|
|
|
■
|
| |
reviews the Compensation Committee Charter and recommends changes to the
Nominating, Corporate Governance and Social Responsibility 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
|
|
|
■
|
| |
ensures that shareholders have the opportunity to vote on (i) an advisory
(non-binding) resolution to approve the compensation of the Company’s NEOs and (ii) the frequency of the shareholder advisory (non-binding) votes 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;
|
|
|
■
|
| |
identifies and qualifies the candidates for Chairman of the Board and for
membership and chairmanship of the Committees for appointment 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 Committee Charters, 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- and other sustainability-related factors;
|
|
|
■
|
| |
reviews and discusses with management the Company’s reports that address
ESG-related topics;
|
|
|
■
|
| |
reviews the Nominating, Corporate Governance and Social Responsibility
Committee Charter 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; and
|
|
|
■
|
| |
performs an annual self-evaluation of the Nominating, Corporate Governance
and Social Responsibility Committee.
|
|
|
| |
|
| |
|
||||||
|
| |
COMPENSATION ELEMENTS
|
| |
2022 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 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 (the “Internal Revenue Code”).
|
(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 his or her term as a director 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 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 of the Internal Revenue Code. 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)
|
|
|
2022 Non-Employee Directors:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Brenda J. Bacon
|
| |
55,000
|
| |
249,955
|
| |
—
|
| |
—
|
| |
304,955
|
|
|
Mark S. Bartlett
|
| |
50,000
|
| |
249,955
|
| |
—
|
| |
—
|
| |
299,955
|
|
|
Claudio Costamagna
|
| |
57,500
|
| |
249,955
|
| |
—
|
| |
—
|
| |
307,455
|
|
|
Vernon Ellis
|
| |
50,000
|
| |
249,955
|
| |
—
|
| |
—
|
| |
299,955
|
|
|
Nicholas C. Fanandakis
|
| |
60,000
|
| |
249,955
|
| |
—
|
| |
—
|
| |
309,955
|
|
|
Gerard E. Holthaus
|
| |
250,000
|
| |
249,955
|
| |
—
|
| |
—
|
| |
499,955
|
|
|
Stephen C. Robinson (3)
|
| |
59,863
|
| |
299,121
|
| |
—
|
| |
—
|
| |
358,984
|
|
|
Laureen E. Seeger
|
| |
—
|
| |
299,879
|
| |
—
|
| |
—
|
| |
299,879
|
|
|
2022 Former Non-Employee Director:
|
| | | | | | | | | | | |||||
|
Nicole S. Jones (4)
|
| |
9,863
|
| |
299,121
|
| |
—
|
| |
—
|
| |
308,984
|
|
(1)
|
The balances of each non-employee director’s equity-based awards as of December 31, 2022 (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
RESTRICTED
STOCK UNITS
|
| |
UNVESTED DEFERRED
STOCK OR DEFERRED
RESTRICTED
STOCK UNITS
|
| |
UNEXERCISED
STOCK OPTIONS
|
| |
|
| |
2022 Non-Employee Directors:
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Brenda J. Bacon
|
| |
1,492
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Mark S. Bartlett
|
| |
1,492
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Claudio Costamagna
|
| |
1,492
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Vernon Ellis
|
| |
1,492
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Nicholas C. Fanandakis
|
| |
—
|
| |
—
|
| |
1,492
|
| |
—
|
| | ||
| |
Gerard E. Holthaus
|
| |
1,492
|
| |
37,500
|
| |
—
|
| |
—
|
| |
|
|
| |
Stephen C. Robinson (3)
|
| |
1,809
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Laureen E. Seeger
|
| |
—
|
| |
2,515
|
| |
1,492
|
| |
—
|
| |
|
|
| |
2022 Former Non-Employee Director:
|
| | | | | | | | ||||||||
| |
Nicole S. Jones (4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
(2)
|
No current director received perquisites or other benefits aggregating more than $10,000 in 2022.
|
(3)
|
Mr. Robinson’s compensation includes the prorated annual cash retainer of $9,863 and restricted stock
compensation with a grant date value of $49,166.70 awarded to him on March 22, 2022 upon his first election to the Board.
|
(4)
|
Ms. Jones resigned as a director of the Company and member of the Compensation Committee effective on
October 14, 2022, due to obligations arising from her position as Executive Vice President and General Counsel of The Cigna Group (formerly Cigna Corporation) that resulted in scheduling conflicts and limited the time she was able to
devote to her position as a director of the Company. Upon her resignation, Ms. Jones forfeited all unvested shares of restricted stock awarded to her on March 22, 2022 and June 1, 2022 with grant date values of $49,166.70 and
$249,954.76, respectively. In addition, Ms. Jones returned to the Company the annual cash retainer in the amount of $50,000 paid upon her election to the Board at the 2022 Annual Meeting.
|
|
NAME OF POLICY
|
| |
WEBSITE LINK
|
|
|
Standards of Director Independence
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/categorical-standards-
for-director-independence.pdf
|
|
|
Corporate Governance Guidelines
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-corporate-
governance-guidelines.pdf
|
|
|
Code of Ethics and Business Conduct
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-code-of-conduct.pdf
|
|
|
Anti-Corruption Policy
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/anti-corruption-policy.pdf
|
|
|
Policy on Reporting Concerns and Non-Retaliation
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-on-reporting-
concerns-and-non-retaliation.pdf
|
|
|
Policy on Disclosure Controls
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-on-disclosure-
controls.pdf
|
|
|
Policy on Inside Information and Insider Trading
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-statement-on-
inside-information-and-insider-trading.pdf
|
|
|
■
|
| |
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).
|
|
|
■
|
| |
Non-Employee Independent Chairman of the Board. Gerard E. Holthaus is our non-employee independent Chairman of the Board. More information about our Chairman of the Board may be found in the section titled “— Board Leadership Structure” on page 27 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 Nominating, Corporate Governance and
Social Responsibility 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 Nominating, Corporate Governance and Social Responsibility 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 Nominating, Corporate Governance and Social Responsibility 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 Nominating, Corporate Governance and Social Responsibility Committee. The Nominating, Corporate Governance and Social Responsibility 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 management, including our CEO.
|
|
|
■
|
| |
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.
|
|
|
NAME OF POLICY
|
| |
WEBSITE LINK
|
|
|
Environmental Responsibility & Climate Change Disclosure Policy
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-
environmental-climate-change-disclosure-policy.pdf
|
|
|
Global Health & Safety Policy
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-global-
health-safety-policy.pdf
|
|
|
Human Rights Policy
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-human-
rights-policy.pdf
|
|
|
2021 Corporate Sustainability Report
|
| |
https://www.fticonsulting.com/-/media/files/us-files/insights/reports/2022/dec/corporate-
sustainability-report-2021.pdf
|
|
|
Vendor Code of Conduct
|
| |
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/vendor-code-of-
conduct.pdf
|
|
|
■
|
| |
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.
|
|
|
■
|
| |
Limit perquisites and
other non-performance-based entitlements.
|
|
|
■
|
| |
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 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 (2)
|
| |
TOTAL SHARES
BENEFICIALLY
OWNED
|
| |
PERCENTAGE OF
SHARES BENEFICIALLY
OWNED (%)
|
|
|
Steven H. Gunby (3)
|
| |
417,637
|
| |
24,208
|
| |
227,904
|
| |
669,749
|
| |
1.97
|
|
|
Ajay Sabherwal
|
| |
12,362
|
| |
4,797
|
| |
13,065
|
| |
30,224
|
| |
*
|
|
|
Paul Linton
|
| |
40,897
|
| |
4,797
|
| |
92,805
|
| |
138,499
|
| |
*
|
|
|
Curtis P. Lu
|
| |
25,345
|
| |
4,797
|
| |
13,663
|
| |
43,805
|
| |
*
|
|
|
Holly Paul
|
| |
26,407
|
| |
4,797
|
| |
2,477
|
| |
33,681
|
| |
*
|
|
|
Brenda J. Bacon (4)
|
| |
15,342
|
| |
1,492
|
| |
—
|
| |
16,834
|
| |
*
|
|
|
Mark S. Bartlett
|
| |
32,401
|
| |
1,492
|
| |
—
|
| |
33,893
|
| |
*
|
|
|
Elsy Boglioli (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
|
|
Claudio Costamagna (6)
|
| |
37,326
|
| |
—
|
| |
—
|
| |
37,326
|
| |
*
|
|
|
Vernon Ellis (7)
|
| |
20,538
|
| |
—
|
| |
—
|
| |
20,538
|
| |
*
|
|
|
Nicholas C. Fanandakis (8)
|
| |
10,642
|
| |
—
|
| |
—
|
| |
10,642
|
| |
*
|
|
|
Gerard E. Holthaus (9)
|
| |
66,985
|
| |
1,492
|
| |
—
|
| |
68,477
|
| |
*
|
|
|
Stephen C. Robinson
|
| |
—
|
| |
1,809
|
| |
—
|
| |
1,809
|
| |
*
|
|
|
Laureen E. Seeger (10)
|
| |
23,751
|
| |
—
|
| |
—
|
| |
23,751
|
| |
*
|
|
|
BlackRock, Inc. (11)
55 East 52nd Street
New York, NY 10055
|
| |
3,067,789
|
| |
—
|
| |
—
|
| |
3,067,789
|
| |
8.90
|
|
|
Kayne Anderson Rudnick Investment Management LLC (12)
2000 Avenue of the Stars Suite 1110
Los Angeles, CA 90067
|
| |
3,432,978
|
| |
—
|
| |
—
|
| |
3,432,978
|
| |
10.12
|
|
|
Mawer Investment Management Ltd. (13)
600, 517 – 10th Avenue SW
Calgary, Alberta, Canada T2R0A8
|
| |
3,974,736
|
| |
—
|
| |
—
|
| |
3,974,736
|
| |
11.55
|
|
|
The Vanguard Group, Inc. (14)
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
3,206,891
|
| |
—
|
| |
—
|
| |
3,206,891
|
| |
9.32
|
|
|
All directors and executive officers as a group (14 persons)
|
| |
732,633
|
| |
52,681
|
| |
349,914
|
| |
1,135,228
|
| |
3.34
|
|
(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)
|
No stock options, stock-based units or other rights to acquire shares of Common Stock
will vest or become exercisable within 60 days of the Record Date.
|
(3)
|
The reported beneficial ownership of Steven H. Gunby excludes 11,069 shares of Common
Stock issuable on account of unvested restricted stock units.
|
(4)
|
The reported beneficial ownership of Brenda J. Bacon includes 7,934 shares of Common
Stock jointly owned with her spouse with whom she shares voting and investment power.
|
(5)
|
The reported beneficial ownership of Elsy Boglioli excludes 191 shares of Common Stock
on account of unvested restricted stock units awarded as pro rata equity compensation effective on April 7, 2023, the date of her election as a director of the Company.
|
(6)
|
The reported beneficial ownership of Claudio Costamagna excludes 1,492 shares of Common
Stock on account of unvested restricted stock units.
|
(7)
|
The reported beneficial ownership of Vernon Ellis excludes 1,492 shares of Common Stock
on account of unvested restricted stock units and includes 1,632 shares of Common Stock held by The Vernon Ellis Foundation (the “Foundation”) over which Mr. Ellis has investment authority and no pecuniary interest. Mr. Ellis disclaims
beneficial ownership of shares of Common Stock held by the Foundation.
|
(8)
|
The reported beneficial ownership of Nicholas C. Fanandakis excludes 1,492 shares of
Common Stock on account of unvested deferred stock units.
|
(9)
|
The reported beneficial ownership of Gerard E. Holthaus excludes 37,500 shares of Common
Stock issuable on account of vested deferred stock units.
|
(10)
|
The reported beneficial ownership of Laureen E. Seeger excludes 1,492 shares of Common
Stock on account of unvested deferred stock units and 2,515 shares of Common Stock issuable on account of vested deferred stock units.
|
(11)
|
Information is based on Schedule 13G/A filed with the SEC on January 25, 2023 reporting
(i) sole power to vote or direct the vote of 2,989,743 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 3,067,789 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, our
Common Stock, and no one person’s interest in the Common Stock is more than 5% of our total outstanding shares of Common Stock, except that BlackRock Fund Advisors beneficially owns 5% or greater of our Common Stock being reported on
such Schedule 13G/A.
|
(12)
|
Information is based on Schedule 13G/A filed with the SEC on March 10, 2023, reporting
(i) sole power to vote or direct the vote of 2,431,505 shares, (ii) shared power to vote or direct the vote of 733,869 shares, (iii) sole power to dispose or direct the disposition of 2,699,109 shares, and (iv) shared power to dispose
or direct the disposition of 733,869 shares of the Company’s Common Stock.
|
(13)
|
Information is based on Schedule 13G/A filed with the SEC on February 13, 2023 reporting
(i) sole power to vote or direct the vote of 3,774,950 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 3,974,736 shares, and (iv) shared power to dispose or
direct the disposition of zero shares of the Company’s Common Stock.
|
(14)
|
Information is based on Schedule 13G/A filed with the SEC on February 9, 2023 reporting
(i) sole power to vote or direct the vote of zero shares, (ii) shared power to vote or direct the vote of 14,643 shares, (iii) sole power to dispose or direct the disposition of 3,158,168 shares, and (iv) shared power to dispose or
direct the disposition of 48,723 shares of the Company’s Common Stock. The Vanguard Group, Inc. 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 Company’s Common Stock, and no one other person’s interest in the Common Stock is more than 5% of our total
outstanding shares of Common Stock.
|
|
NON-DIRECTOR EXECUTIVE
OFFICERS AND KEY EMPLOYEES
|
| |
PRINCIPAL BUSINESS EXPERIENCE
|
|
|
![]() |
| |
Chief Financial Officer
Officer Since: 2016
Age: 57
|
| |
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 director of Prairie Provident Resources Inc., a corporation engaged in the exploration and development of oil and natural gas properties, which is listed on the Toronto Stock Exchange.
|
|
|
![]() |
| |
Paul Linton
Chief Strategy and Transformation Officer
Officer Since: 2014
Age: 52
|
| |
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: 57
|
| |
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: 52
|
| |
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 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: 2011
Age: 59
|
| |
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. Mr. Keating served as a Senior Vice President of Accounting Policy and Reporting at Discovery, Inc., a mass media company, from 2008
to 2011.
|
|
|
![]() |
| |
Matthew Pachman
Vice President – Chief Risk and Compliance Officer
Officer Since: 2012
Age: 58
|
| |
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 (“CEO”)
|
|
|
Ajay Sabherwal
|
| |
Chief Financial Officer (“CFO”)
|
|
|
Paul Linton
|
| |
Chief Strategy and Transformation Officer (“CSTO”)
|
|
|
Curtis P. Lu
|
| |
General Counsel (“GC”)
|
|
|
Holly Paul
|
| |
Chief Human Resources Officer (“CHRO”)
|
|
(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 (“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. See the section of this CD&A titled “— 2022 Pay Outcomes — 2022 Annual Incentive Pay — Financial Metrics” beginning on page 55 and Appendix B for the definitions of similarly named
non-GAAP financial measures for determining annual incentive pay (“AIP”) for the year ended Decmeber 31, 2022 (“2022 AIP”) of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP
financial measures. The Compensation Committee did not exercise its discretion to further adjust the EBITDA, as adjusted (“Adjusted EBITDA”), and Adjusted EPS performance metrics for financial reporting purposes defined in Appendix A to determine 2022 AIP.
|
|
Corporate Finance & Restructuring
36% 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, business transformation & strategy and transactions.
|
|
|
Forensic and Litigation Consulting
21% 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)
|
| |
Designs and executes communications strategies to manage financial, regulatory and reputational
challenges, navigate market disruptions, articulate corporate brands, stake competitive positions and preserve freedom to operate.
|
|
(1)
|
Revenue percentages based on consolidated Company revenues for the year ended December 31, 2022.
|
|
■
|
| |
Promoting, developing 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 a diverse, 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. See the section of this CD&A titled “— 2022 Pay Outcomes — 2022 Annual Incentive Pay — Financial Metrics” beginning on page 55 and Appendix B for the definitions of similarly
named non-GAAP financial measures for determining 2022 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. The Compensation Committee did not exercise its
discretion to further adjust the Adjusted EBITDA and Adjusted EPS performance metrics for financial reporting purposes defined in Appendix A to determine 2022 AIP.
|
|
■
|
| |
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 offering more performance-based incentives over time, even if it negatively impacts our earnings in the short term.
|
|
|
■
|
| |
Alignment and sponsorship: Acquisitions are difficult, and they are even more difficult in professional services, because the assets you are acquiring walk in and out of 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 is 88.9% and 66.7%, respectively, in 2022.
|
|
|
■
|
| |
FOCUS ON FINANCIAL PERFORMANCE: The weighting of AIP opportunity based on financial performance metrics for our CEO and other NEOs is 75.0% and 66.7%, respectively, in 2022.
|
|
|
■
|
| |
ATTENTION TO INDIVIDUAL PERFORMANCE: The individual performance component of AIP opportunity for our CEO and other NEOs is 25.0% and 33.4%, respectively, in 2022. 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 is 66.7% and 60.0%, respectively, in 2022, with the balance in awards of
shares of restricted stock (“RSA”).
|
|
|
■
|
| |
RIGOROUS 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 set at the 55th
and 80th percentiles for our CEO, and the 50th and 75th percentiles for the other NEOs, respectively, in 2022.
|
|
|
■
|
| |
CAPPED LTIP PAYOUTS FOR NEGATIVE COMPANY TSR: CEO and other NEO payouts when the Company’s TSR is negative are capped at 100% of target.
|
|
|
■
|
| |
PEER GROUP BENCHMARKING: CEO compensation is benchmarked to chief executive officer compensation of peer group companies every other year.
|
|
|
AWARD
|
| |
FORM
|
| |
PERFORMANCE METRICS
|
| |
2022 FINAL PAY OUTCOME
|
|
|
Annual
Base Salary
|
| |
Fixed Cash
$1,000,000
|
| |
N/A
|
| |
$1,000,000
|
|
|
Total AIP Opportunity at Target
$2,000,000 (2.0x Annual Base Salary)
|
| |||||||||
|
AIP
|
| |
AIP Target Opportunity as % of Annual 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%
|
| |
$1,999,628
(100% of Target)
|
|
|
Form of Payment as % of Total AIP
Cash – 75%
RSA – 25%
|
| |||||||||
|
Total LTIP Opportunity at Target
$6,000,000 (6.0x Annual Base Salary)
|
| |||||||||
|
LTIP
|
| |
Time-Based RSA
|
| ||||||
|
RSA Opportunity as % of Total LTIP
Opportunity at Target
33.33% ($2,000,000)
|
| |
N/A
|
| |
Three-Year Pro Rata
Vesting Period
|
| |||
|
Performance RSU
|
| |||||||||
|
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% ($3,000,000) Maximum –
150% ($4,000,000)
|
| |
Company Relative TSR
Threshold – 25th Percentile
Target – 55th Percentile
Maximum – 80th Percentile
|
| |
Three-Year
Performance Period
Ending 12/31/2024
|
|
|
AWARD
|
| |
FORM
|
| |
PERFORMANCE METRICS
|
| |
2022 FINAL PAY OUTCOME
|
|
|
Annual
Base Salary
|
| |
Fixed Cash
$700,000
|
| |
N/A
|
| |
$700,000
|
|
|
Total AIP Opportunity at Target
$700,000 (1.0x Annual Base Salary)
|
| |||||||||
|
AIP
|
| |
AIP Target Opportunity as % of
Annual Base Salary
Threshold – 50% ($350,000)
Target – 100% ($700,000)
Maximum – 150% ($1,050,000)
|
| |
Metric as % of Total AIP Opportunity
Adjusted EPS – 33.33%
Adjusted EBITDA – 33.33%
Individual Performance – 33.34%
|
| |
GC $816,550
(117% of Target)
CFO, CSTO, CHRO
$699,884
(100% of Target)
|
|
|
Form of Payment as % of Total AIP
Cash – 100%
|
| |||||||||
|
Total LTIP Opportunity at Target
$700,000 (1.0x Annual Base Salary)
|
| |||||||||
|
LTIP
|
| |
Time-Based RSA
|
| ||||||
|
RSA Opportunity as % of Total LTIP
Opportunity at Target
40% ($280,000)
|
| |
N/A
|
| |
Three-Year Pro Rata
Vesting Period
|
| |||
|
Performance RSU
|
| |||||||||
|
Performance RSU Opportunity as % of Total LTIP
Opportunity at Target
60% ($420,000) (“NEO
Performance RSU Target”)
Performance RSU Payout Opportunity as % of NEO Performance RSU Target
Threshold – 50% ($210,000)
Target – 100% ($420,000)
Maximum – 150% ($630,000)
|
| |
Company Relative TSR
Threshold – 25th Percentile
Target – 50th Percentile
Maximum – 75th Percentile
|
| |
Three-Year
Performance Period
Ending 12/31/2024
|
|
✔
|
Pay-for-performance — with approximately 88.9% of compensation at-risk for our CEO and 66.7% at-risk
for our other NEOs in 2022.
|
✔
|
Appropriate balance between short-term and long-term pay.
|
✔
|
Robust stock ownership requirements: For
2022, five times (5.0x) annual cash base salary for our CEO, increasing to seven times (7.0x) annual cash base salary beginning in 2023, and for 2022, one times (1.0x) annual cash base salary for our other NEOs, increasing to three times (3.0x)
annual cash base salary beginning in 2023.
|
✔
|
No automatic acceleration of equity awards on a “Change in Control” (as defined in the applicable
employee equity compensation plan).
|
✔
|
Anti-hedging and pledging policies.
|
✔
|
Robust clawback policy on incentive pay.
|
✔
|
Use of independent 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 of Directors 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 the advice of its independent compensation adviser
■ Every
other year, independent compensation adviser 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 the upcoming year
■
Compensation Committee develops or adopts changes to the annual executive compensation program with advice from its independent compensation adviser
|
| |
■
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 adviser
■
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
|
|
|
2021
|
| |
2022 and 2023
|
| |
2023 and 2024
|
|
|
Removed
Greenhill & Co., Inc.
Oppenheimer Holdings, Inc.
Piper Sandler Companies
|
| |
Added
Booz Allen Hamilton Holding Corporation
Exponent, Inc.
ICF International, Inc.
Jefferies Financial Group, Inc.
LPL Financial Holdings, Inc.
|
|
|
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 fulsome pay disclosures in the U.S.
|
|
|
■
|
| |
Industry Relevance: expert
consulting, professional services and financial services
|
|
|
■
|
| |
Size Relevance: revenue,
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 trailing 12-month revenues (LTM) as of April 30, 2021 (the year in which the 2021 Peer Group
was developed).
|
|
| |
|
| |
|
||||||
|
| |
|
| |
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
|
| |||||||||
| |
RSA
|
| |
■
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
|
| |
|
2022 CEO’s Compensation at Target
|
| |
2022 Other NEOs’ Compensation at Target
|
|
|
![]() |
| |
![]() |
|
|
PERFORMANCE METRICS
|
| |
OPERATIONAL OR
STRATEGIC OBJECTIVES
|
| |
RATIONALE FOR USING
PERFORMANCE METRIC
|
| |
% OF TOTAL AIP
OPPORTUNITY BASED ON
PERFORMANCE METRICS
|
| |
TARGET AIP OPPORTUNITY
AS % OF ANNUAL CASH
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
|
| |
OPERATIONAL OR
STRATEGIC OBJECTIVES
|
| |
RATIONALE FOR USING
PERFORMANCE METRIC
|
| |
% OF TOTAL AIP
OPPORTUNITY BASED ON
PERFORMANCE METRICS
|
| |
TARGET AIP OPPORTUNITY
AS % OF ANNUAL CASH
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)
|
See the section of this CD&A titled “— 2022 Pay Outcomes — 2022 Annual Incentive Pay — Financial
Metrics” beginning on page 55 and Appendix B for the definitions of similarly named non-GAAP financial measures for determining 2022 AIP and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures.
The Compensation Committee did not exercise its discretion to further adjust the Adjusted EBITDA and Adjusted EPS performance metrics for financial reporting purposes defined in Appendix
A to determine 2022 AIP.
|
|
■
|
| |
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 2022, 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 2022, 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 2022, 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 2022 subsequent to the closing of such transaction.
|
|
|
■
|
| |
An expectation for aggressive hiring and increased wage
pressure. The expectation to invest in growth through aggressive hiring globally coupled with increasing pressure on wages.
|
|
|
■
|
| |
An expectation that restructuring activity would only
improve moderately over the course of 2022. The expectation for modest growth in our Restructuring practice within our Corporate Finance & Restructuring (“Corporate Finance”) segment, which is our
highest-margin business.
|
|
|
■
|
| |
A continuation of strong Mergers & Acquisition
(“M&A”) activity. The expectation for a continuation of a robust 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 our Transactions services in our Corporate Finance segment.
|
|
|
■
|
| |
A rebound in demand for services in our Forensic and
Litigation Consulting (“FLC”) segment. The expectation that we would have a rebound in demand for our FLC services, as demand for those services weakened over the course of 2021.
|
|
|
■
|
| |
An expectation for higher Sales, General and
Administrative (“SG&A”) expenses. In 2021, certain aspects of SG&A such as travel and entertainment remained depressed due to the pandemic. Our expectation was that in 2022, SG&A would
revert back closer to the per person levels we saw in 2019.
|
|
|
■
|
| |
An expectation for a higher effective tax rate in 2022. At the time of the initial announcement of full-year guidance on February 24, 2022, the Company expected our full year 2022 tax rate to range between 22.0% and 25.0%, which compared with 21.1% in 2021.
|
|
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Refine and extend go-forward strategy, including growth beyond core
|
| |
■
Delivered record revenues in 2022. The Company has averaged double-digit organic revenue growth (1) over the last five years.
■
Delivered record revenues in the Corporate Finance & Restructuring, Forensic and Litigation Consulting, Technology and Strategic Communications business segments in 2022, supported by multi-year investments to enhance core positions
and extend into new adjacencies and geographies.
■
Continued multi-year strategy of aggressive investment in senior lateral talent in core and adjacent businesses, e.g., restructuring, business transformation and transactions, health solutions, data & analytics, digital forensics
& investigations, information governance, blockchain and digital assets and public affairs.
■
Continued to invest in growing the Company outside of the U.S., with 44% of Senior Managing Director hires in 2022 based outside of the U.S.
■
Hired a record number of Managing Directors in 2022, an increase of 42% compared with 2021.
■
Participated in the negotiation, documentation, closing and integration of acquisitions.
|
| |
|
|
| |
Continue trend of sustained year-over-year Adjusted EPS growth
|
| |
■ Achieved
the eighth consecutive year of Adjusted EPS growth.
|
| | ||
| |
Foster an inclusive leadership culture with discipline and accountability
|
| |
■
Increased female Senior Managing Directors by 10% in 2022 compared with 2021.
■
Increased female employees in management positions (Manager level and above) by 17% in 2022 compared with 2021.
■
Increased female employee representation globally by 17%, with female employees growing to 43% of all professionals in 2022 compared with 42% in 2021.
■
Increased historically underrepresented minority (“HURM”) Senior Managing Directors by 21% in 2022 compared with 2021.
■
Published second 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 goals that will help FTI Consulting continue to build a diverse and inclusive culture.
■ Held
Executive Committee updates on the pipeline of HURM lateral hire candidates at the Senior Managing Director and Managing Director levels.
■
Continued quarterly reviews of diversity initiatives implemented with segment and regional leadership.
■
Recognized as a Best Firm to Work For by Consulting magazine for the fifth consecutive year.
■ Named to Forbes’ lists of America’s Best Employers for Women and New Graduates.
|
| |
|
(1)
|
See Appendix A for the definitions of 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.
|
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Continue to drive effective use of cash
|
| |
■
Returned $88.6 million to shareholders, repurchasing 574,418 shares of Common Stock at an average price per share of $154.23 in 2022 under the FTI Consulting Board of Directors-approved stock repurchase program.
■
Concluded 2022 with total debt, net of cash, of negative $175.5 million.
|
| |
|
|
| |
Drive next generation of growth
|
| |
■ In
addition to the substantial number of lateral hires noted above, FTI Consulting also promoted 65 professionals to Senior Managing Director and 151 professionals to Managing Director in 2022, an increase of 51% and 30%, respectively,
compared with 2021.
■
Identified and slated high-potential Managing Directors in the Senior Managing Director promotion pipeline.
■
Worked with business segment leaders to identify the next set of investments and strategies to continue to move the Company forward.
■
Actively worked with key accounts management and business development teams to strengthen and centralize the Company’s lead surfacing process, expanding the focus of the program to the EMEA region in 2022.
■
Continued to lead the process to develop top-down relationships with key contacts at law firms and corporates and participated in introductory meetings.
■
Dramatically enhanced the Company’s go-to-market and infrastructure strategies in key geographies of Germany and France.
|
| |
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Continue to drive cost-effectiveness and cash optimization
|
| |
■
Oversaw the amendment and extension of the company’s existing revolving credit agreement in 2022, increasing capacity from $550 million to $900 million.
■
Implemented tax strategies that resulted in both tax benefits and cash savings in 2022.
■
Maintained bad debt as a percentage of revenues of 0.6% in 2022.
■ Led
multiple internal procurement efficiency projects.
|
| |
|
|
| |
Execute effective capital allocation strategy
|
| |
■
Returned $88.6 million to shareholders, repurchasing 574,418 shares of Common Stock at an average price per share of $154.23 in 2022 under the FTI Consulting Board of Directors-approved stock repurchase program.
■
Participated in the negotiation, documentation, closing and integration of BOLD acquisition in 2022, as well as continued integration efforts of previously closed acquisitions.
■
Concluded 2022 with total debt, net of cash, of negative $175.5 million.
|
| | ||
| |
Manage information technology excellence plan
|
| |
■
Continued to lead projects supporting the virtualization of the Company’s workforce with improved service response to ensure business continuity and high-quality client service.
■
Continued to lead the Company’s enterprise resource planning (ERP) implementation project, partnering with a cross-functional and cross-department project team.
■ No
known loss of data from cybersecurity breach incidents in 2022, supported by achieving remediation target and enhancing identification, detection and alerts.
■
Oversaw the implementation of enhanced cybersecurity protection programs, policies and strategies in 2022.
|
| |
|
|
| |
Ensure all financial statements filed with the SEC are
accurate and timely
|
| |
■ All SEC
filings were timely filed in 2022.
■ No
significant deficiencies or material weaknesses reported for 2022.
|
| | ||
| |
Maintain and enhance relationships with investor community
|
| |
■
Maintained regular contact and credibility with shareholders, contributing to the 86% support for the Company’s 2021 say-on-pay proposal.
■
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.
|
| |
|
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Support business segments with revising strategies and driving prioritized
initiatives
|
| |
■
Supported EMEA region in developing and refining growth strategy to enable the region to achieve its ambitious multi-year growth goals.
■
Continued to partner with Technology segment leadership to update growth strategy given progress and changes in its competitive set to focus the segment’s efforts to accelerate revenues and EBITDA growth.
■
Completed strategic reviews for multiple segments’ practices to identify growth opportunities and teamed with Senior Managing Directors to develop, execute and track progress, with a particular focus on our Blockchain and Digital Assets
and Health Solutions practices.
■
Completed a benchmarking exercise of both professional services pricing and compensation practices to ensure the Company remains competitive with market trends.
■
Supported business segments with M&A due diligence and transaction processes, as well as integration, operational changes and go-forward growth strategies for acquired businesses.
|
| |
|
|
| |
Continue to build out and improve effectiveness of Core
Operations teams and drive cost-effectiveness
|
| |
■
Developed multi-year strategic roadmap for Information Technology function, including benchmarking analysis to identify ways to reduce costs while maintaining and improving service delivery.
■
Provided strategic analysis and project management support to Information Technology and Finance teams on the implementation of a new global software system.
■
Partnered with the Legal Department and business users to execute on proof of concept and detailed design for new customer relationship management (CRM) system and related processes.
|
| | ||
| |
Enhance the Company’s ESG initiatives and reporting
|
| |
■ Led
the research and analysis initiative that resulted in the publishing of FTI Consulting’s plan to achieve net-zero GHG emissions by 2030, including GHG reduction targets for Scope 1, Scope 2 and business travel.
■
Launched efforts to develop baseline emissions for Scope 3, including employee commuting and purchased goods and services.
■
Launched effort to achieve SBTi validation of emissions reduction targets.
■
Submitted to numerous external ESG evaluation and ratings entities, including the CDP Climate Change Questionnaire, EcoVadis Sustainability Rating, ISS E&S QualityScore, ISS Cyber Risk Score, MSCI ESG Ratings and Sustainalytics.
|
| |
|
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Execute real estate projects and continue planning 2021/2022 projects
|
| |
■
Maintained costs below real estate cost target of 4.0% of revenues that was communicated at our 2017 Investor Day.
■
Continued to implement workplace models to accommodate the Company’s 12.6% growth in total headcount in 2022, primarily through absorption in existing space, resulting in a 41% reduction in square footage per employee compared with
2019. (1) (2)
■
Oversaw and implemented new organizational structure for office management to better support day-to-day office needs and improve operational efficiency.
■
Implemented multiple platforms and reporting tools to help the Company better manage both real estate utilization and costs while supporting variable, but increasing post-pandemic office occupancy.
■
Delivered 20 real estate projects of varying size and scope in 2022.
■
Increased the percentage of the Company’s real estate portfolio, as measured by square footage, powered or offset by 100% renewable energy from 9% in 2021 to 36% in 2022.
■ Sixty
percent of employees sit in LEED-certified (or equivalent) buildings.
■
Achieved a 29% reduction in office energy consumption since 2019.
■ 1166
Avenue of the Americas office maintained Fitwel certification, demonstrating the Company’s commitment to occupant health and well-being.
■
Reduced the volume of paper used for printing in offices by 70% in 2022 compared with 2019. (2)
■
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 Report on Form 10-K for each applicable calendar year ended December 31 plus independent contractors as of December 31 of the applicable calendar year ended December 31. “Independent contractors” are defined as
temporary resources who at times may travel on behalf of FTI Consulting for business purposes. See Appendix C for reconciliations of
“employees, including independent contractors,” to “employees, excluding independent contractors,” for the applicable calendar year ended December 31.
|
(2)
|
2019 is representative of pre-COVID-19-pandemic in-office attendance, business travel and printer usage,
as these emissions were repressed in both 2020 and 2021 due to COVID-19-related restrictions on business travel and office occupancy.
|
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Manage litigation and claims
|
| |
■
Protected the FTI Consulting brand by effectively overseeing claims, managing litigation and mitigating firm-wide risks.
■
Managed and led numerous and important legal negotiations resulting in successful business continuity.
■
Safeguarded human capital commitments through the enforcement of employment contracts.
|
| |
|
|
| |
Support M&A goals to help ensure value-added and
accretive acquisitions
|
| |
■
Participated in the negotiation, documentation, closing and integration of acquisitions.
■
Supported due diligence activities to ensure internal M&A processes are followed.
|
| | ||
| |
Manage and mitigate legal, compliance and regulatory risk
|
| |
■
Continued to enhance the structure and resourcing of the Legal and Conflicts departments to support 24/7 service for FTI Consulting professionals globally.
■
Managed complex conflict issues, ensuring that the Company’s clearance and disclosure processes are consistently followed, and strengthened training and education on conflict issues across the Company.
■
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.
■
Oversaw and achieved 100% employee completion of the 2022 Code of Ethics & Business Conduct training course.
■ Provided advice
and counseling on key strategic initiatives for the Finance department.
■ Managed
the Company’s global insurance program.
■ Led
internal audit efforts.
|
| |
|
|
| |
Support FTI Consulting in giving back to our communities and foster a culture of
diversity, inclusion & belonging
|
| |
■
Continued to lead a global, cross-segment Pro Bono Advisory Committee consisting of senior leaders across the firm to guide program strategy. 2022 pro bono engagements had a particular focus on supporting organizations with a mission to
advance diversity, inclusion and justice in the communities in which FTI Consulting does business.
■
Collaborated with clients and partners in the legal community on impactful pro bono engagements totaling more than $6.1 million of pro bono services in 2022, an increase of 43% compared with 2021.
|
| |
|
| |
|
| |
|
|||
|
| |
2022 GOALS
|
| |
2022 ACCOMPLISHMENTS
|
| |
|
| |
Continue to enhance the culture starting at the leadership level
|
| |
■
Delivered annual in-person All Senior Managing Director Meeting, further enhancing employee culture and reconnecting professionals in person after two years of virtual meetings.
■ FTI
Consulting professionals provided more than 6,700 hours of volunteer service to support over 1,270 charitable organizations.
■
Oversaw the execution of the Company’s ninth annual FTI Awards program, which recognized more than 300 professionals globally.
■
Delivered successful culture building programs, including milestone programs, new Consultant orientation and Senior Managing Director readiness programs.
■
Achieved an overall job satisfaction rating of 83% in 2022, a 3% increase compared with 2021.
|
| |
|
|
| |
Attract and recruit great people to FTI Consulting to
drive organic growth
|
| |
■
Hired a record number of people in 2022, increasing firm-wide hires by 27% and growing total headcount by 13% compared with 2021.
■ Led
structured succession planning process for the Company’s Executive Committee and key segment, regional and practice leaders.
■
Maintained three-year Senior Managing Director promotion pipelines for every segment and region.
|
| | ||
| |
Focus on efforts to build an inclusive culture
|
| |
■
Increased hiring of Black professionals in the U.S. and UK by 31% and 82%, respectively, in 2022 compared with 2021.
■
Increased hiring of Asian professionals in the U.S. and UK by 50% and 40%, respectively, in 2022 compared with 2021.
■
Increased female and historically underrepresented minority (“HURM”) Senior Managing Directors by 10% and 21%, respectively, in 2022 compared with 2021.
■
Achieved over 75% participation of employees at the Manager level and above in the Managing & Leading Inclusive Teams training compared with 69% in 2021.
■
Published second annual Corporate Sustainability Report with new disclosures on GHG emissions reduction targets, pay gap and pay equity, as well as highlights of continued progress toward the United Nations’ Sustainable Development
Goals and the Company’s Diversity, Inclusion & Belonging Pillars.
|
| |
|
|
| |
Develop and train our people for high performance to
better serve our clients
|
| |
■ More
than 1,490 professionals were promoted in 2022, a record number.
■
Reached more than 2,500 professionals with e-Learning programs through LinkedIn Learning, Coursera and Thomson Reuters.
■
Offered key programs in business development for over 680 client-facing professionals across all levels and all regions in 2022.
|
| |
|
| |
|
| |
|
||||||||||||||||||||||||||||||||||||
|
| |
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
|
| |
2022
Earned
AIP (2) (3)
|
| |
2022 AIP
Payout
|
| |
|
||||||||||||||||||
|
| |
|
| |
Threshold
$284.9M
|
| |
Target
$356.1M
|
| |
Maximum
$427.3M
|
| |
Threshold
$5.44
|
| |
Target
$6.80
|
| |
Maximum
$8.16
|
| |
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
|
| |
1,999,628
|
| |
100
|
|
|
| |
|
| |
|
||||||||||||||||||||||||||||||||||||
|
| |
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
|
| |
2022
Earned
AIP (2) (3)
|
| |
2022 AIP
Payout
|
| |
|
||||||||||||||||||
|
| |
|
| |
Threshold
$284.9M
|
| |
Target
$356.1M
|
| |
Maximum
$427.3M
|
| |
Threshold
$5.44
|
| |
Target
$6.80
|
| |
Maximum
$8.16
|
| |
Threshold
$116,666
|
| |
Target
$233,334
|
| |
Maximum
$350,000
|
| |
($)
|
| |
($)
|
| |
(% of Target)
|
| |
|
| |
Ajay Sabherwal
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
700,000
|
| |
699,884
|
| |
100
|
| |
|
|
| |
Paul Linton
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
700,000
|
| |
699,884
|
| |
100
|
| | ||
| |
Curtis P. Lu
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
700,000
|
| |
816,550
|
| |
117
|
| |
|
|
| |
Holly Paul
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
50
|
| |
100
|
| |
150
|
| |
700,000
|
| |
699,884
|
| |
100
|
| |
*
|
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. See “— Process and Setting of 2022 AIP Financial and Individual Performance Metrics — Financial Metrics” beginning on page 55 and Appendix B for the definitions of similarly named non-GAAP
financial measures used for determining 2022 AIP and Appendix B for the reconciliations of such non-GAAP financial measures to the most
directly comparable GAAP financial measures. The Compensation Committee did not exercise its discretion to further adjust the Adjusted EBITDA and Adjusted EPS performance metrics for financial reporting purposes defined in Appendix A to determine 2022 AIP.
|
(2)
|
The Compensation Committee approved actual Adjusted EBITDA and Adjusted EPS for the year ended
December 31, 2022 of $357.6 million, or 100.4% of target, and $6.77, or 99.6% of target, respectively, and CEO and other NEO (other than the GC), and GC individual performance of 100% of target and 150% of target, respectively.
|
(3)
|
Mr. Gunby’s 2022 AIP was paid 75% in cash and 25% in the form of an RSA granted on March 8, 2023, which
will vest on March 8, 2024, the first anniversary of the date of grant. The other NEOs’ 2022 AIP was paid 100% in cash.
|
|
| |
|
| ||||||||
|
| |
% 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
|
| |
2022 PERFORMANCE RSUs (1)
|
| |
2022 RSAs
|
| |
|
||||||
|
| |
|
| |
THRESHOLD
(50%)
|
| |
TARGET
(100%)
|
| |
MAXIMUM
(150%)
|
| |
|
| |
|
| |
Steven H. Gunby
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Number of LTIP Awards
|
| |
12,800
|
| |
25,601
|
| |
38,402
|
| |
13,725
|
| | ||
| |
Grant Date Fair Value
|
| |
$2,000,000
|
| |
$4,000,000
|
| |
$6,000,000
|
| |
$2,000,000
|
| |
|
|
| |
Ajay Sabherwal
|
| | | | | | | | | | ||||||
| |
Number of LTIP Awards
|
| |
1,313
|
| |
2,627
|
| |
3,941
|
| |
1,921
|
| | ||
| |
Grant Date Fair Value
|
| |
$210,000
|
| |
$420,000
|
| |
$630,000
|
| |
$280,000
|
| | ||
| |
Paul Linton
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Number of LTIP Awards
|
| |
1,313
|
| |
2,627
|
| |
3,941
|
| |
1,921
|
| | ||
| |
Grant Date Fair Value
|
| |
$210,000
|
| |
$420,000
|
| |
$630,000
|
| |
$280,000
|
| |
|
|
| |
Curtis P. Lu
|
| | | | | | | | | | ||||||
| |
Number of LTIP Awards
|
| |
1,313
|
| |
2,627
|
| |
3,941
|
| |
1,921
|
| | ||
| |
Grant Date Fair Value
|
| |
$210,000
|
| |
$420,000
|
| |
$630,000
|
| |
$280,000
|
| | ||
| |
Holly Paul
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Number of LTIP Awards
|
| |
1,313
|
| |
2,627
|
| |
3,941
|
| |
1,921
|
| | ||
| |
Grant Date Fair Value
|
| |
$210,000
|
| |
$420,000
|
| |
$630,000
|
| |
$280,000
|
| |
|
(1)
|
See “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial
Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation and Note 7 — Share-Based Compensation” of the Annual Report on Form 10-K for the year ended December 31, 2022 for a
discussion of the Monte Carlo simulation technique used to determine the number of Performance RSUs subject to the performance-based 2022 LTIP awards.
|
|
| |
|
| ||||||||
|
| |
NAME
|
| |
PAYOUT PERCENTAGE
OF TARGET AS OF
DECEMBER 31, 2022
|
| |
PAYOUT METHOD
(# OF COMMON SHARES)
|
| |
|
| |
Steven H. Gunby
|
| |
131%
|
| |
28,537
|
| |
|
|
| |
Ajay Sabherwal
|
| |
141%
|
| |
3,620
|
| | ||
| |
Paul Linton
|
| |
141%
|
| |
3,620
|
| |
|
|
| |
Curtis P. Lu
|
| |
141%
|
| |
3,620
|
| | ||
| |
Holly Paul
|
| |
141%
|
| |
3,620
|
| |
|
*
|
For purposes of the above chart, “M” = millions and “K” = thousands.
|
|
| |
|
| |
|
|||||||||||||||||||||||||||
|
| |
Name and Principal Position
|
| |
Year
|
| |
Salary (1)
|
| |
Bonus (1)
|
| |
Stock
Awards
(2) (3)
|
| |
Option
Awards
|
| |
Non-Equity
Incentive Plan
Compensation (1) (4)
|
| |
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
|
| |
All Other
Compensation (5)
|
| |
Total
|
| ||
|
| |
|
| |
(a)
|
| |
($)
(b)
|
| |
($)
(c)
|
| |
($)
(d)
|
| |
($)
(e)
|
| |
($)
(f)
|
| |
($)
(g)
|
| |
($)
(h)
|
| |
($)
(i)
|
| ||
| |
Steven H. Gunby
President
and Chief
Executive
Officer (6) (7)
|
| |
2022
2021
2020
|
| |
1,000,000
1,000,000
1,000,000
|
| |
—
—
—
|
| |
6,620,594
5,033,629
5,062,345
|
| |
—
—
—
|
| |
1,499,721
1,862,392
1,601,377
|
| |
—
—
—
|
| |
15,372
14,616
14,364
|
| |
9,135,687
7,910,637
7,678,086
|
| |||
| |
Ajay Sabherwal
Chief Financial
Officer
|
| |
2022
2021
2020
|
| |
671,539
600,000
586,154
|
| |
—
—
—
|
| |
699,909
599,931
599,962
|
| |
—
—
—
|
| |
699,884
762,183
652,712
|
| |
—
—
—
|
| |
15,372
14,616
14,364
|
| |
2,086,704
1,976,730
1,853,192
|
| |||
| |
Paul Linton
Chief Strategy and
Transformation Officer
|
| |
2022
2021
2020
|
| |
671,539
600,000
586,154
|
| |
—
—
—
|
| |
699,909
599,931
599,962
|
| |
—
—
—
|
| |
699,884
762,183
652,712
|
| |
—
—
—
|
| |
15,372
14,616
14,364
|
| |
2,086,704
1,976,730
1,853,192
|
| |||
| |
Curtis P. Lu
General Counsel
|
| |
2022
2021
2020
|
| |
671,539
600,000
586,154
|
| |
—
—
—
|
| |
699,909
599,931
599,962
|
| |
—
—
—
|
| |
816,550
762,183
652,712
|
| |
—
—
—
|
| |
15,372
14,616
14,364
|
| |
2,203,370
1,976,730
1,853,192
|
| |||
| |
Holly Paul
Chief Human
Resources Officer
|
| |
2022
2021
2020
|
| |
671,539
600,000
586,154
|
| |
—
—
—
|
| |
699,909
599,931
599,962
|
| |
—
—
—
|
| |
699,884
762,183
652,712
|
| |
—
—
—
|
| |
15,372
14,616
14,364
|
| |
2,086,704
1,976,730
1,853,192
|
|
(1)
|
All cash compensation is presented in Columns (b), (f) and (h).
|
(2)
|
The aggregate grant date fair market values of the time-based RSAs reported in Column (d) for 2022 have
been computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For a discussion of the assumptions and methodologies used to value the 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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). All RSAs awarded as 2022 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, 2022” beginning on page 72 of this
Proxy Statement. The following table sets forth the time-based RSAs granted as 2022 LTIP at grant date dollar values:
|
|
NAME
|
| |
RESTRICTED STOCK AWARD VALUES
($)
|
|
|
Steven H. Gunby
|
| |
1,999,870
|
|
|
Ajay Sabherwal
|
| |
279,909
|
|
|
Paul Linton
|
| |
279,909
|
|
|
Curtis P. Lu
|
| |
279,909
|
|
|
Holly Paul
|
| |
279,909
|
|
(3)
|
The Performance RSUs reported in Column (d) for 2022 include the target aggregate values of the
Performance RSUs awarded to participating NEOs as 2022 LTIP, based upon the probable outcome of the performance condition based on FTI Consulting’s TSR compared with the Relative TSR, consistent with the
|
|
NAME
|
| |
TARGET PERFORMANCE
AWARD VALUES
($)
|
| |
MAXIMUM PERFORMANCE
AWARD VALUES
($)
|
|
|
Steven H. Gunby
|
| |
3,999,900
|
| |
5,999,928
|
|
|
Ajay Sabherwal
|
| |
419,873
|
| |
629,890
|
|
|
Paul Linton
|
| |
419,873
|
| |
629,890
|
|
|
Curtis P. Lu
|
| |
419,873
|
| |
629,890
|
|
|
Holly Paul
|
| |
419,873
|
| |
629,890
|
|
(4)
|
The “Non-Equity Incentive Plan Compensation” reported in Column (f) includes the cash incentive
compensation awarded as 2022 AIP.
|
(5)
|
“All Other Compensation” in Column (h) includes 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 as provided to all full-time U.S. employees of the Company. No NEO received perquisites aggregating more than $10,000 in 2022.
|
(6)
|
Columns (d) and (f) include the portion of AIP for the year ended December 31, 2021 (“2021 AIP”) that
was paid to our CEO in 2022 through the award of 4,260 shares of restricted stock with a grant date fair value of $620,725 (based on the closing price per share of Common Stock of $145.71 reported on the NYSE for the grant date of
March 9, 2022), which vested in full on March 9, 2023.
|
(7)
|
Columns (d) and (f) exclude the award of 25% of 2022 AIP paid to our CEO in 2023 through the award of
2,766 shares of restricted stock with a grant date fair value of $499,761, based on the closing price per share of Common Stock of $180.68 reported on the NYSE for the grant date of March 8, 2023, which will vest on the first
anniversary of the date of grant and will be reported as compensation in Columns (d) and (f) of the Summary Compensation Table for the year ending December 31, 2023.
|
|
| |
|
| |
|
||||||||||||||||||||||||||||||||||||
|
| |
Name
|
| |
Grant
Date
|
| |
Compensation
Committee
Approval Date
|
| |
Estimated Future Payouts under
Non-Equity Incentive Plan Awards (1)
|
| |
Estimated Future Payouts under
Equity Incentive Plan Awards (2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or Stock
Units
|
| |
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
|
| |
Exercise
or Base
Price of
Option
Awards
|
| |
Grant
Date
Fair Value
of Stock
and
Option
Awards (3)
|
| |
|
||||||||||||
|
| |
|
| |
|
| |
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
(#)
|
| |
(#)
|
| |
($/Sh)
|
| |
($)
|
| |
|
|
| |
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
| |
|
| |
Steven H. Gunby
|
| |
2/18/22
3/9/22
3/9/22
3/9/22
|
| |
2/18/22
3/9/22
3/9/22
3/9/22
|
| |
1,000,000
—
—
—
|
| |
2,000,000
—
—
—
|
| |
3,000,000
—
—
—
|
| |
—
—
2,000,000
—
|
| |
—
—
4,000,000
—
|
| |
—
—
6,000,000
—
|
| |
—
4,260
—
13,725
|
| |
—
—
—
—
|
| |
—
—
—
—
|
| |
—
620,725
—
1,999,870
|
| |
|
|
| |
Ajay Sabherwal
|
| |
2/18/22
3/9/22
3/9/22
|
| |
2/18/22
3/9/22
3/9/22
|
| |
350,000
—
—
|
| |
700,000
—
—
|
| |
1,050,000
—
—
|
| |
—
210,000
—
|
| |
—
420,000
—
|
| |
—
630,000
—
|
| |
—
—
1,921
|
| |
—
—
—
|
| |
—
—
—
|
| |
—
—
279,909
|
| | ||
| |
Paul Linton
|
| |
2/18/22
3/9/22
3/9/22
|
| |
2/18/22
3/9/22
3/9/22
|
| |
350,000
—
—
|
| |
700,000
—
—
|
| |
1,050,000
—
—
|
| |
—
210,000
—
|
| |
—
420,000
—
|
| |
—
630,000
—
|
| |
—
—
1,921
|
| |
—
—
—
|
| |
—
—
—
|
| |
—
—
279,909
|
| |||
| |
Curtis P. Lu
|
| |
2/18/22
3/9/22
3/9/22
|
| |
2/18/22
3/9/22
3/9/22
|
| |
350,000
—
—
|
| |
700,000
—
—
|
| |
1,050,000
—
—
|
| |
—
210,000
—
|
| |
—
420,000
—
|
| |
—
630,000
—
|
| |
—
—
1,921
|
| |
—
—
—
|
| |
—
—
—
|
| |
—
—
279,909
|
| | ||
| |
Holly Paul
|
| |
2/18/22
3/9/22
3/9/22
|
| |
2/18/22
3/9/22
3/9/22
|
| |
350,000
—
—
|
| |
700,000
—
—
|
| |
1,050,000
—
—
|
| |
—
210,000
—
|
| |
—
420,000
—
|
| |
—
630,000
—
|
| |
—
—
1,921
|
| |
—
—
—
|
| |
—
—
—
|
| |
—
—
279,909
|
| |
|
(1)
|
2022 AIP payments were based on (i) Adjusted EPS and Adjusted EBITDA results of $6.77 and
$357.6 million, respectively, reported in the Company’s 2022 Form 10-K and (ii) the individual performance of our CEO and our CFO, CSTO, GC and CHRO. Based on the above financial and individual performance results, aggregate 2022 AIP to
our CEO and each of the other NEOs was as follows:
|
|
Name
|
| |
Total (i)
($)
|
|
|
Steven H. Gunby
|
| |
1,999,628
|
|
|
Ajay Sabherwal
|
| |
699,884
|
|
|
Paul Linton
|
| |
699,884
|
|
|
Curtis P. Lu
|
| |
816,550
|
|
|
Holly Paul
|
| |
699,884
|
|
(i)
|
2022 AIP to the CEO was paid 75% in cash and 25% through the award of 4,260 shares of restricted stock
with a grant date fair value of approximately $620,725, based on the closing price per share of Common Stock of $145.71 reported on the NYSE for the grant date of March 9, 2022, 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, 2023. The other NEOs were paid 100% of 2022 AIP in cash.
|
(2)
|
Columns (f), (g) and (h) include the values of the Performance RSUs awarded to participating NEOs as
2022 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 2022 LTIP measure performance based on Relative TSR over three years
|
(3)
|
Column (l) reports the aggregate grant date fair values of RSAs awarded to NEOs in
accordance with FASB ASC 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 2022 Form 10-K.
|
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
and SARs
|
| |
Number of
Securities
Underlying
Unexercised
Options
and SARs
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised Unearned
Options
and SARs
|
| |
Option Exercise Price or SAR Base Price
|
| |
Option or
SAR
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
|
| |
48,392 (2)
75,223 (3)
74,291 (4)
78,390 (5)
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
—
—
—
|
| |
34.26
36.87
34.33
40.36
—
—
—
—
—
—
—
|
| |
4/1/2024
3/1/2025
3/1/2026
3/6/2027
—
—
—
—
—
—
—
|
| |
—
—
—
—
4,340 (6)
—
7,952 (8)
—
4,260 (10)
13,725 (11)
—
|
| |
—
—
—
—
689,192
—
1,262,778
—
676,488
2,179,530
—
|
| |
—
—
—
—
—
21,824 (7)
—
21,784 (9)
—
—
25,601 (12)
|
| |
—
—
—
—
—
3,465,651
—
3,459,299
—
—
4,065,439
|
|
|
Ajay Sabherwal
|
| |
13,065 (5)
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
|
| |
40.36
—
—
—
—
—
—
|
| |
3/6/2027
—
—
—
—
—
—
|
| |
—
695 (6)
—
1,272 (8)
—
1,921 (11)
—
|
| |
—
110,366
—
201,994
—
305,055
—
|
| |
—
—
2,572 (7)
—
2,555 (9)
—
2,627 (12)
|
| |
—
—
408,434
—
405,734
—
417,168
|
|
|
Paul Linton
|
| |
53,552 (13)
13,540 (3)
14,858 (4)
10,855 (5)
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
—
—
|
| |
36.75
36.87
34.33
40.36
—
—
—
—
—
—
|
| |
8/25/2024
3/1/2025
3/1/2026
3/6/2027
—
—
—
—
—
—
|
| |
—
—
—
—
695 (6)
—
1,272 (8)
—
1,921 (11)
—
|
| |
—
—
—
—
110,366
—
201,994
—
305,055
—
|
| |
—
—
—
—
—
2,572 (7)
—
2,555 (9)
—
2,627 (12)
|
| |
—
—
—
—
—
408,434
—
405,734
—
417,168
|
|
|
Curtis P. Lu
|
| |
4,953 (4)
8,710 (5)
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
|
| |
34.33
40.36
—
—
—
—
—
—
|
| |
3/1/2026
3/6/2027
—
—
—
—
—
—
|
| |
—
—
695 (6)
—
1,272 (8)
—
1,921 (11)
—
|
| |
—
—
110,366
—
201,994
—
305,055
—
|
| |
—
—
—
2,572 (7)
—
2,555 (9)
—
2,627 (12)
|
| |
—
—
—
408,434
—
405,734
—
417,168
|
|
|
Holly Paul
|
| |
2,477 (5)
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
|
| |
—
—
—
—
—
—
—
—
|
| |
40.36
—
—
—
—
—
—
—
|
| |
3/6/2027
—
—
—
—
—
—
—
|
| |
—
695 (6)
—
1,272 (8)
—
1,921 (11)
—
—
|
| |
—
110,366
—
201,994
—
305,055
—
—
|
| |
—
—
2,572 (7)
—
2,555 (9)
—
2,627 (12)
—
|
| |
—
—
408,434
—
405,734
—
417,168
—
|
|
(1)
|
All cash values in Columns (g) and (i) have been computed by multiplying $158.80 (the closing price per
share of Common Stock reported by the NYSE for December 30, 2022) by the number of shares of restricted stock or restricted stock units that have not yet vested.
|
(2)
|
Represents cash-based vested and exercisable SARs as of December 31, 2022, awarded to our CEO as LTIP
for the year ended December 31, 2014 by the Compensation Committee, under the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”), with a grant date of April 1, 2014.
|
(3)
|
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, 2015 by the Compensation Committee under the 2009 Plan, with a grant date of March 1, 2015. The stock options represent the right to
acquire option shares following the applicable vesting date, upon exercise and payment of the exercise price, equal to the number of option shares for which the applicable stock option is being exercised by the holder on such date. The
stock options became fully vested and exercisable as of March 1, 2018.
|
(4)
|
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 represent the right to
acquire option shares following the applicable vesting date upon exercise and payment of the exercise price, equal to the number of option shares for which the applicable stock option is being exercised by the holder on such date. Such
stock options became fully vested and exercisable as of March 1, 2019.
|
(5)
|
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 represent the right to
acquire option shares following the applicable vesting date upon exercise and payment of the exercise price, equal to the number of option shares for which the stock option is being exercised by the holder on such date. Such stock
options became fully vested and exercisable as of March 6, 2020.
|
(6)
|
Represents the unvested RSAs, which were awarded to our NEOs as 2020 LTIP by the
Compensation Committee under the 2017 Plan, with a grant date of March 11, 2020. Such unvested portions of the RSAs vested on a pro rata basis on March 11, 2021 and March 11, 2022 and became fully vested as of March 11, 2023.
|
(7)
|
Represents the target number of Performance RSUs, which were awarded to our NEOs as 2020
LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 11, 2020 (subject to performance conditions based on Relative TSR). For the applicable three-year performance measurement period beginning January 1,
2020 and ended December 31, 2022, the Company achieved Relative TSR performance at the 140.76 percentile level. 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 20, 2023:
|
|
NAME
|
| |
MAXIMUM SHARES OF COMMON STOCK ISSUED ON ACCOUNT OF PERFORMANCE RSU
AWARDED ON ACCOUNT OF 2020 LTIP
|
|
|
Steven H. Gunby
|
| |
28,537
|
|
|
Ajay Sabherwal
|
| |
3,620
|
|
|
Paul Linton
|
| |
3,620
|
|
|
Curtis P. Lu
|
| |
3,620
|
|
|
Holly Paul
|
| |
3,620
|
|
(8)
|
Represents the unvested RSAs, which were awarded to our NEOs as LTIP granted in 2021 (“2021 LTIP”) by
the Compensation Committee under the 2017 Plan, with a grant date of March 10, 2021. Portions of the RSAs vested on a pro rata basis on March 10, 2022 and March 10, 2023 and will vest on a pro rata basis each on March 10, 2024, such
that all unvested RSAs will be fully vested as of March 10, 2024.
|
(9)
|
Represents the target number of unearned Performance RSUs, which were awarded to our NEOs as 2021 LTIP
by the Compensation Committee under the 2017 Plan, with a grant date of March 10, 2021 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2021 and ended
December 31, 2023). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our other NEOs on March 10, 2021:
|
|
NAME
|
| |
MAXIMUM PERFORMANCE RSU
|
|
|
Steven H. Gunby
|
| |
32,677
|
|
|
Ajay Sabherwal
|
| |
3,833
|
|
|
Paul Linton
|
| |
3,833
|
|
|
Curtis P. Lu
|
| |
3,833
|
|
|
Holly Paul
|
| |
3,833
|
|
(10)
|
Represents the unvested RSAs, which were awarded to our CEO as 2021 AIP by the Compensation Committee
under the 2017 Plan, with a grant date of March 9, 2022. Such unvested RSAs became fully vested as of March 9, 2023.
|
(11)
|
Represents the unvested RSAs, which were awarded to our NEOs as 2022 LTIP by the Compensation Committee
under the 2017 Plan, with a grant date of March 9, 2022. Portions of the RSAs vested on a pro rata basis on March 9, 2023 and March 9, 2024 and will vest on a pro rata basis each on March 9, 2025, such that all unvested RSAs will be
fully vested as of March 10, 2024.
|
(12)
|
Represents the target number of unearned Performance RSUs, which 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 ending December 31, 2024). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our other NEOs on March 9, 2022:
|
|
NAME
|
| |
MAXIMUM PERFORMANCE RSU
|
|
|
Steven H. Gunby
|
| |
38,402
|
|
|
Ajay Sabherwal
|
| |
3,941
|
|
|
Paul Linton
|
| |
3,941
|
|
|
Curtis P. Lu
|
| |
3,941
|
|
|
Holly Paul
|
| |
3,941
|
|
(13)
|
Represents option shares that may be acquired upon exercise of the vested and exercisable portions of
the stock option granted by the Compensation Committee as an employment inducement award pursuant to Rule 303A.08 of the NYSE outside the 2009 Plan, on account of a portion of the executive officer’s sign-on bonus for joining the
Company. The stock option represents the right to acquire option shares following the applicable vesting date upon exercise and payment of the exercise price, equal to the number of option shares for which the stock option is being
exercised by the holder on such date. The stock option became fully vested and exercisable as of August 25, 2017.
|
|
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)
|
| |
($)
(d)
|
|
|
Steven H. Gunby:
|
| |
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock
|
| |
—
|
| |
—
|
| |
68,765
|
| |
9,859,725
|
|
|
Ajay Sabherwal:
|
| | | | | | | | | ||||
|
Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock
|
| |
—
|
| |
—
|
| |
8,416
|
| |
1,206,861
|
|
|
Paul Linton:
|
| |
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock
|
| |
—
|
| |
—
|
| |
8,416
|
| |
1,206,861
|
|
|
Curtis P. Lu:
|
| | | | | | | | | ||||
|
Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock
|
| |
—
|
| |
—
|
| |
8,416
|
| |
1,206,861
|
|
|
Holly Paul:
|
| |
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Stock
|
| |
—
|
| |
—
|
| |
8,416
|
| |
1,206,861
|
|
(1)
|
The value realized upon the exercise of stock options is computed by multiplying (a) the difference
between (i) the market price of the underlying shares of Common Stock at the exercise date and (ii) the exercise price of the option by (b) the number of shares for which the option was exercised.
|
(2)
|
The value realized on vesting of restricted stock is computed by multiplying (a) the market value of the
shares of Common Stock at the applicable vesting date by (b) the number of restricted shares that vested on that date.
|
|
| |
|
| |
|
||||||||||||
|
| |
Name
|
| |
Termination by the
Company for Cause
or Voluntary
Termination by
the Executive
Officer without
Good Reason
($)
(a)
|
| |
Termination
by the Company
without Cause or
by the Executive
Officer with
Good Reason
($)
(b)
|
| |
Termination by the
Company without
Cause or Coincident with or Following
a Change in
Control or by
the Executive
Officer with
Good Reason (1)
($)
(c)
|
| |
Disability or
Death
($)
(d)
|
| |
|
| |
Steven H. Gunby
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Annual Cash Base Salary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
AIP: (2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Unpaid AIP for Year Prior to Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Prorated AIP Based on Financial Metrics for Year of Termination at Maximum
|
| |
—
|
| |
2,250,000
|
| |
2,250,000
|
| |
2,250,000
|
| |
|
|
| |
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)
|
| |
—
|
| |
32,511,441
|
| |
32,511,441
|
| |
32,511,441
|
| |
|
|
| |
Cash-Based LTIP Awards (6)
|
| |
—
|
| |
—
|
| |
7,684,650
|
| |
7,684,650
|
| | ||
| |
LTIP Performance Units (7)
|
| |
—
|
| |
—
|
| |
13,279,196
|
| |
13,279,196
|
| |
|
|
| |
Severance Payment (8)
|
| |
—
|
| |
6,000,000
|
| |
6,000,000
|
| |
—
|
| |
|
|
| |
Health and Welfare Benefits (9)
|
| |
—
|
| |
18,968
|
| |
18,968
|
| |
18,968
|
| |
|
|
| |
Total
|
| |
—
|
| |
41,530,409
|
| |
62,494,255
|
| |
56,494,255
|
| |
|
|
| |
Ajay Sabherwal
|
| | | | | | | | | | ||||||
| |
Annual Cash Base Salary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
AIP: (2)
|
| | | | | | | | | | ||||||
| |
Unpaid AIP for Year Prior to Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Prorated AIP Based on Financial Metrics for Year of Termination at Maximum
|
| |
—
|
| |
700,000
|
| |
700,000
|
| |
700,000
|
| | ||
| |
Prorated AIP for Year of Termination Based on Prior Year’s Individual
Performance at Actual
|
| |
—
|
| |
300,000
|
| |
300,000
|
| |
300,000
|
| | ||
| |
Equity Awards (3) (5)
|
| |
—
|
| |
2,164,833
|
| |
2,164,833
|
| |
2,164,833
|
| | ||
| |
Cash-Based LTIP Awards
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
LTIP Performance Units (7)
|
| |
—
|
| |
—
|
| |
1,586,118
|
| |
1,586,118
|
| | ||
| |
Severance Payment (10)
|
| |
—
|
| |
700,000
|
| |
1,400,000
|
| |
—
|
| | ||
| |
Health and Welfare Benefits (9)
|
| |
—
|
| |
18,354
|
| |
18,354
|
| |
18,354
|
| | ||
| |
Total
|
| |
—
|
| |
3,883,187
|
| |
6,169,305
|
| |
4,769,305
|
| |
|
| |
|
| |
|
||||||||||||
|
| |
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
($)
(b)
|
| |
Termination by the
Company without
Cause or Coincident with or Following
a Change in
Control or by
the Executive
Officer with
Good Reason (1)
($)
(c)
|
| |
Disability or
Death
($)
(d)
|
| |
|
| |
Paul Linton
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Annual Cash Base Salary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
AIP: (2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Unpaid AIP for Year Prior to Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Prorated AIP Based on Financial Metrics for Year of Termination at Maximum
|
| |
—
|
| |
700,000
|
| |
700,000
|
| |
700,000
|
| |
|
|
| |
Prorated AIP for Year of Termination Based on Prior Year’s Individual
Performance at Actual
|
| |
—
|
| |
300,000
|
| |
300,000
|
| |
300,000
|
| |
|
|
| |
Equity Awards (3) (5)
|
| |
—
|
| |
11,939,410
|
| |
11,939,410
|
| |
11,939,410
|
| |
|
|
| |
Cash-Based LTIP Awards
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
LTIP Performance Units (7)
|
| |
—
|
| |
—
|
| |
1,586,118
|
| |
1,586,118
|
| |
|
|
| |
Severance Payment (10)
|
| |
—
|
| |
700,000
|
| |
1,400,000
|
| |
—
|
| |
|
|
| |
Health and Welfare Benefits (9)
|
| |
—
|
| |
18,348
|
| |
18,348
|
| |
18,348
|
| |
|
|
| |
Total
|
| |
—
|
| |
13,657,758
|
| |
15,943,876
|
| |
14,543,876
|
| |
|
|
| |
Curtis P. Lu
|
| | | | | | | | | | ||||||
| |
Annual Cash Base Salary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
AIP: (2)
|
| | | | | | | | | | ||||||
| |
Unpaid AIP for Year Prior to Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
Prorated for AIP Based on Financial Metrics for Year of Termination at Maximum
|
| |
—
|
| |
700,000
|
| |
700,000
|
| |
700,000
|
| | ||
| |
Prorated AIP for Year of Termination Based on Prior Year’s Individual
Performance at Actual
|
| |
—
|
| |
300,000
|
| |
300,000
|
| |
300,000
|
| | ||
| |
Equity Awards (3) (5)
|
| |
—
|
| |
2,265,527
|
| |
2,265,527
|
| |
2,265,527
|
| | ||
| |
Cash-Based LTIP Awards
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| | ||
| |
LTIP Performance Units (7)
|
| |
—
|
| |
—
|
| |
1,586,118
|
| |
1,586,118
|
| | ||
| |
Severance Payment (10)
|
| |
—
|
| |
700,000
|
| |
1,400,000
|
| |
—
|
| | ||
| |
Health and Welfare Benefits (9)
|
| |
—
|
| |
18,354
|
| |
18,354
|
| |
18,354
|
| | ||
| |
Total
|
| |
—
|
| |
3,983,881
|
| |
6,269,999
|
| |
4,869,999
|
| |
|
| |
|
| |
|
||||||||||||
|
| |
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
($)
(b)
|
| |
Termination by the
Company without
Cause or Coincident with or Following
a Change in
Control or by
the Executive
Officer with
Good Reason (1)
($)
(c)
|
| |
Disability or
Death
($)
(d)
|
| |
|
| |
Holly Paul
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Annual Cash Base Salary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
AIP: (2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Unpaid AIP for Year Prior to Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Prorated AIP Based on Financial Metrics for Year of Termination at Maximum
|
| |
—
|
| |
700,000
|
| |
700,000
|
| |
700,000
|
| |
|
|
| |
Prorated AIP for Year of Termination Based on Prior Year’s Individual
Performance at Actual
|
| |
—
|
| |
300,000
|
| |
300,000
|
| |
300,000
|
| |
|
|
| |
Equity Awards (3) (5)
|
| |
—
|
| |
910,790
|
| |
910,790
|
| |
910,790
|
| |
|
|
| |
Cash-Based LTIP Awards
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
LTIP Performance Units (7)
|
| |
—
|
| |
—
|
| |
1,586,118
|
| |
1,586,118
|
| |
|
|
| |
Severance Payment (10)
|
| |
—
|
| |
700,000
|
| |
1,400,000
|
| |
—
|
| |
|
|
| |
Health and Welfare Benefits (9)
|
| |
—
|
| |
18,354
|
| |
18,354
|
| |
18,354
|
| |
|
|
| |
Total
|
| |
—
|
| |
2,629,144
|
| |
4,915,262
|
| |
3,515,262
|
| |
|
(1)
|
The amounts in Column (c) assume that both the termination without Cause and Change in Control occurred
on December 31, 2022.
|
(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 2021 AIP for the bonus year prior to termination since such amount was previously paid during the first quarter of 2022. 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 such officer’s individual performance
AIP awarded and paid in the year prior to the year of termination. The amounts shown include 2022 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 $158.80 (the closing price per share of Common Stock as reported on the NYSE for December 30, 2022). Unvested RSAs have been valued based on $158.80 (the closing price per share of Common Stock as reported on the NYSE
for December 30, 2022).
|
(4)
|
On termination for any reason, the unvested RSA awarded in payment of a portion of 2022 AIP to our CEO
shall fully vest and be non-forfeitable upon execution and delivery of a Release and continued compliance with the applicable restricted covenants of the CEO Employment Agreement.
|
(5)
|
The information presented assumes that on termination due to Disability or death, unvested RSAs awarded
as LTIP shall fully vest and be non-forfeitable upon execution and delivery of a Release and continued compliance with the applicable non-competition provisions of applicable employment arrangements. On termination for any other reason,
unvested RSAs awarded as LTIP that are scheduled to vest on the vesting date immediately following the effective date of such termination shall remain outstanding and shall be fully vested and non-forfeitable on the originally next
scheduled vest date (without regard to any employment requirement) upon the execution and delivery of a Release and continued compliance with the applicable non-competition provisions of applicable employment arrangements.
|
(6)
|
The Cash-based SAR has been valued based on the difference between the applicable base price and $158.80
(the closing price per share of Common Stock as reported on the NYSE for December 30, 2022).
|
(7)
|
The information presented assumes that at December 31, 2022, the applicable performance conditions under
outstanding Performance RSUs awarded as LTIP to our NEOs on March 11, 2020, March 10, 2021 and March 9, 2022 have been valued as (i) the total number of target shares granted at $158.80 (the closing price per share of Common Stock as
reported on the NYSE for December 30, 2022), multiplied by (ii) the payout ratio for each award as of December 31, 2022 based on a third-party valuation.
|
(8)
|
As of December 31, 2022, 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 annual cash 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” on page 68 of the Proxy Statement for additional information.
|
(9)
|
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.
|
(10)
|
As of December 31, 2022, upon termination by the Company without Cause or termination by
an NEO (other than the CEO) with Good Reason, such NEO will be eligible to receive one times (1.0x) annual cash 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 annual cash 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 2022 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” on page 68 of the Proxy Statement for additional information.
|
|
|
| |
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)
(f)
|
| |
Net
Income
($000)
(g)
|
| |
($)
(h)
|
|
|
2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2021
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
The dollar amounts reported in Column (a) are the amounts of total compensation reported for
|
(2)
|
The dollar amounts reported in Column (b) represent the amount of CAP for Mr. Gunby, computed in
accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gunby during the applicable year. In accordance with the requirements of Item 402(v) of
Regulation S-K, the following adjustments were made to Mr. Gunby’s total compensation for each year to determine the compensation actually paid:
|
|
Adjustments to Determine Compensation
Actually Paid
|
| |
2022
|
| |
2021
|
| |
2020
|
|
| | |
Total Compensation Reported in the Summary Compensation Table
|
| |
$
|
| |
$
|
| |
$
|
| |
|
-
|
| |
Amounts Reported under the “Stock Awards” Column in the SCT
|
| |
(
|
| |
(
|
| |
(
|
|
|
+
|
| |
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
company’s other NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable 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
Note 2:
|
|
Adjustments to Determine Compensation
Actually Paid
|
| |
2022
|
| |
2021
|
| |
2020
|
|
| | |
Total Compensation Reported in the Summary Compensation Table
|
| |
$
|
| |
$
|
| |
$
|
| |
|
-
|
| |
Amounts Reported under the “Stock Awards” Column in the SCT
|
| |
(
|
| |
(
|
| |
(
|
|
|
+
|
| |
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 this column are the 2021 Peer Group
discussed in the CD&A for 2022 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)
|
We have determined that Adjusted EPS is the financial performance measure that, in our assessment,
represents the most important performance measure not otherwise required to be disclosed in the table that is used to link CAP for our NEOs for the most recently completed fiscal year to company performance.
|
|
Most Important Company Performance Measures
|
|
|
|
|
|
|
|
|
|
|
*
|
See Appendix B for the definitions of similarly named non-GAAP financial measures for
determining 2022 AIP 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.
|
|
|
|
| |
2021
($)
|
| |
2022
($)
|
|
|
|
| |
(in thousands)
|
|
|
Audit Fees
|
| |
3,362
|
| |
3,798
|
|
|
Audit-Related Fees
|
| |
—
|
| |
—
|
|
|
Tax Fees
|
| |
—
|
| |
—
|
|
|
All Other Fees
|
| |
17
|
| |
6
|
|
|
Total
|
| |
3,379
|
| |
3,804
|
|
(1)
|
We have reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31,
2022 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 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
report on internal control of our 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, 2022 for filing with the SEC. We have concluded that KPMG, the Company’s independent registered public accounting firm for fiscal 2022, is
independent from the Company and its management.
|
|
| |
|
| |
|
|||||||||||||||
|
| |
(AMOUNTS IN THOUSANDS)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
|
| |
Net income
|
| |
$235,514
|
| |
$234,966
|
| |
$210,682
|
| |
$216,726
|
| |
$150,611
|
| |
|
|
| |
Add back:
|
| | | | | | | | | | | | |||||||
| |
Income tax provision
|
| |
62,235
|
| |
62,981
|
| |
51,764
|
| |
71,724
|
| |
57,181
|
| |
|
|
| |
Interest income and other
|
| |
(3,918)
|
| |
(6,193)
|
| |
412
|
| |
(2,061)
|
| |
(4,977)
|
| | ||
| |
Interest expense
|
| |
10,047
|
| |
20,294
|
| |
19,805
|
| |
19,206
|
| |
27,149
|
| |
|
|
| |
Gain on sale of business
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(13,031)
|
| | ||
| |
Loss on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,072
|
| |
|
|
| |
Depreciation and amortization
|
| |
35,697
|
| |
34,269
|
| |
32,118
|
| |
30,153
|
| |
31,536
|
| | ||
| |
Amortization of intangible assets
|
| |
9,643
|
| |
10,823
|
| |
10,387
|
| |
8,152
|
| |
8,162
|
| |
|
|
| |
Special charges
|
| |
8,340
|
| |
—
|
| |
7,103
|
| |
—
|
| |
—
|
| | ||
| |
Remeasurement of acquisition-related contingent consideration
|
| |
—
|
| |
(3,130)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Adjusted EBITDA
|
| |
$ 357,558
|
| |
$ 354,010
|
| |
$ 332,271
|
| |
$ 343,900
|
| |
$ 265,703
|
| |
|
| |
|
| |
|
|||||||||||||||
|
| |
(AMOUNTS IN THOUSANDS, EXCEPT
PER SHARE DATA)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
|
| |
Net income
|
| |
$235,514
|
| |
$234,966
|
| |
$210,682
|
| |
$216,726
|
| |
$150,611
|
| |
|
|
| |
Add back:
|
| | | | | | | | | | | | |||||||
| |
Remeasurement of acquisition-related contingent consideration
|
| |
—
|
| |
(3,130)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Special charges
|
| |
8,340
|
| |
—
|
| |
7,103
|
| |
—
|
| |
—
|
| | ||
| |
Tax impact of special charges
|
| |
(1,584)
|
| |
—
|
| |
(1,847)
|
| |
—
|
| |
—
|
| |
|
|
| |
Loss on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,072
|
| | ||
| |
Tax impact of loss on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,359)
|
| |
|
|
| |
Non-cash interest expense on convertible notes
|
| |
—
|
| |
9,586
|
| |
9,083
|
| |
8,606
|
| |
3,019
|
| | ||
| |
Tax impact of non-cash interest expense on convertible notes
|
| |
—
|
| |
(2,492)
|
| |
(2,361)
|
| |
(2,237)
|
| |
(775)
|
| |
|
|
| |
Gain on sale of business
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(13,031)
|
| | ||
| |
Tax impact of gain on sale of business(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,097)
|
| |
6,798
|
| |
|
|
| |
Adjusted Net Income
|
| |
$ 242,270
|
| |
$ 238,930
|
| |
$ 222,660
|
| |
$ 220,998
|
| |
$ 153,335
|
| | ||
| |
Earnings per common share — diluted
|
| |
$6.58
|
| |
$6.65
|
| |
$5.67
|
| |
$5.69
|
| |
$3.93
|
| |
|
|
| |
Add back:
|
| | | | | | | | | | | | |||||||
| |
Remeasurement of acquisition-related contingent consideration
|
| |
—
|
| |
(0.09)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
| |
Special charges
|
| |
0.23
|
| |
—
|
| |
0.19
|
| |
—
|
| |
—
|
| | ||
| |
Tax impact of special charges
|
| |
(0.04)
|
| |
—
|
| |
(0.05)
|
| |
—
|
| |
—
|
| |
|
|
| |
Loss on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0.23
|
| | ||
| |
Tax impact of loss on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.06)
|
| |
|
|
| |
Non-cash interest expense on convertible notes
|
| |
—
|
| |
0.27
|
| |
0.24
|
| |
0.23
|
| |
0.08
|
| | ||
| |
Tax impact of non-cash interest expense on convertible notes
|
| |
—
|
| |
(0.07)
|
| |
(0.06)
|
| |
(0.06)
|
| |
(0.02)
|
| |
|
|
| |
Gain on sale of business
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.34)
|
| | ||
| |
Tax impact of gain on sale of business(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
(0.06)
|
| |
0.18
|
| |
|
|
| |
Adjusted earnings per common share — diluted
|
| |
$6.77
|
| |
$6.76
|
| |
$5.99
|
| |
$5.80
|
| |
$4.00
|
| | ||
| |
Weighted average number of common shares outstanding — diluted
|
| |
35,783
|
| |
35,337
|
| |
37,149
|
| |
38,111
|
| |
38,318
|
| |
|
(1)
|
In 2019, represents a discrete tax adjustment resulting from the change in estimate related to the
accounting for the Ringtail e-discovery software and related business divestiture in 2018.
|
|
| |
|
| |
|
|||||||||||||||
|
| |
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
|
| |
Revenue growth
|
| |
9.1%
|
| |
12.8%
|
| |
4.6%
|
| |
16.0%
|
| |
12.2%
|
| |
|
|
| |
Impact of FX
|
| |
3.1%
|
| |
(2.0%)
|
| |
0.0%
|
| |
1.3%
|
| |
(0.6%)
|
| | ||
| |
Impact of acquisition-related revenues
|
| |
(0.3%)
|
| |
(0.5%)
|
| |
(1.7%)
|
| |
(1.0%)
|
| |
(0.5%)
|
| |
|
|
| |
Organic revenue growth
|
| |
11.9%
|
| |
10.3%
|
| |
2.9%
|
| |
16.3%
|
| |
11.1%
|
| |
(1)
|
each of the potential further adjustments included in the 2022 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 2022, 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 2022,
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
2022, 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 2022 subsequent to the closing of such transaction.
|
|
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
|
| |
2022
|
|
|
Net income
|
| |
$235,514
|
|
|
Add back:
|
| | | |
|
Special charges
|
| |
8,340
|
|
|
Tax impact of special charges
|
| |
(1,584)
|
|
|
Adjusted Net Income
|
| |
$242,270
|
|
|
Earnings per common share — diluted
|
| |
$6.58
|
|
|
Add back:
|
| |
|
|
|
Special charges
|
| |
0.23
|
|
|
Tax impact of special charges
|
| |
(0.04)
|
|
|
Adjusted earnings per common share — diluted
|
| |
$6.77
|
|
|
Weighted average number of common shares outstanding — diluted
|
| |
35,783
|
|
(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)
|
| |
2022
|
|
|
Net income
|
| |
$235,514
|
|
|
Add back:
|
| | | |
|
Income tax provision
|
| |
62,235
|
|
|
Interest income and other
|
| |
(3,918)
|
|
|
Interest expense
|
| |
10,047
|
|
|
Depreciation and amortization
|
| |
35,697
|
|
|
Amortization of intangible assets
|
| |
9,643
|
|
|
Special charges
|
| |
8,340
|
|
|
Adjusted EBITDA
|
| |
$357,558
|
|
|
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
|
|
Regular Headcount
|
| |
7,635
|
| |
6,780
|
| |
6,321
|
| |
5,567
|
|
|
Contractor Headcount
|
| |
2,534
|
| |
1,965
|
| |
1,606
|
| |
1,858
|
|
|
Total Headcount
|
| |
10,169
|
| |
8,745
|
| |
7,927
|
| |
7,425
|
|