DEF 14A of Fti Consulting, Inc, Apr 21, 2025

DEF 14A of Fti Consulting, Inc

Filed Apr 21, 2025 · FY20240001140361-25-014646

Open on EDGAR

  1. INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES

  2. Qualifications of the Director Nominees

    Qualifications of the Director Nominees Our nine director nominees are a group of experienced business leaders who provide unique perspectives to the Company’s business discussions and strategic plans, which we believe are critical to maintaining a high-functioning Board. Collectively, the tenure of our director nominees balances deep experience at the Company with fresh perspectives. Our director nominees also have varied expertise, skills and backgrounds that enable them to effectively carry out their duties and responsibilities.

  3. Qualifications of the Director Nominees

    | DIRECTOR | | LEADERSHIP | FINANCIALLY LITERATE | SERVICES OR INDUSTRY | GOVERNMENT | OTHER PUBLIC COMPANY BOARD EXPERIENCE | GLOBAL | CYBERSECURITY | INDEPENDENCE | | | Mark S. Bartlett | • | • | • | | • | • | | • | | | Elsy Boglioli | • | • | • | | • | • | | • | | | Claudio Costamagna | • | • | • | | • | • | | • | | | Nicholas C. Fanandakis | • | • | • | | • | • | | • | | | Steven H. Gunby | • | • | • | | • | • | | | | | Stephen C. Robinson | • | • | • | • | • | | | • | | | Laureen E. Seeger | • | • | • | | • | • | | • | | | Eric T. Steigerwalt | • | • | | | • | • | | • | | | Janet H. Zelenka | • | • | | | | • | • | • |

  4. Qualifications of the Director Nominees

    The NCGSR Committee discussed with each director his or her ability to continue to serve as a director if he or she were to be nominated by the Board and elected by shareholders at the Annual Meeting. All of the director nominees welcome the opportunity to continue to serve as a director of the Company if elected by shareholders at the Annual Meeting.

  5. The Director Nominees

    The Director Nominees Our nine director nominees are a group of experienced business leaders who provide unique perspectives to the Company’s business discussions and strategic plans, which we believe are critical to maintaining a high-functioning Board. Collectively, the tenure of our director nominees balances deep experience at the Company with fresh perspectives. Assuming the election of all nine nominees as directors of the Company by shareholders at the Annual Meeting, the following graphics describe certain characteristics of the Board following their election:

  6. The Director Nominees

    | 89% Independent Directors | 33% Female Directors | 7 Years Average Tenure (Range: 0 to 13 years) | 64 Average Age | 22% Directors Based Outside of U.S. |

  7. INDEPENDENCE OF DIRECTORS

    INDEPENDENCE OF DIRECTORS The Board has established Categorical Standards of Director Independence, which align with the NYSE Section 303A standards governing director independence as currently in effect, and recognizes that a director is “independent” if he or she does not have a material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), considering all facts and circumstances that the Board determines are relevant. Our Categorical Standards of Director Independence are available in the Governance section of the Company’s website at https://www.fticonsulting.com/about/governance. Based on those standards, the Board, upon the recommendation of the NCGSR Committee, affirmatively determined that, other than Steven H. Gunby, the eight non-employee directors named in this Proxy who are standing for election at the Annual Meeting are independent. Steven H. Gunby is not considered independent since he is our President and Chief Executive Officer (our “CEO”). In addition, the Board, upon the recommendation of the NCGSR Committee, affirmatively determined that our directors not standing for re-election at the Annual Meeting, Gerard E. Holthaus and Brenda J. Bacon, are independent. Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria applicable to directors on such committees under NYSE listing rules and the rules and regulations established by the SEC. In making its independence determinations, the Board considered that Laureen E. Seeger is Chief Legal Officer of the American Express Company, Eric T. Steigerwalt is President and Chief Executive Officer of Brighthouse Financial, Inc. and Brenda J. Bacon is the past President and Chief Executive Officer of Brandywine Senior Living LLC, each a client of the Company. The Board determined that each of Ms. Seeger, Mr. Steigerwalt and Ms. Bacon is independent under the Categorical Standards of Director Independence after concluding that the Company’s engagements with each respective employer and its subsidiaries are in the ordinary course of the Company’s business on substantially the same terms as transactions with other clients of the Company for similar services, and neither Ms. Seeger, Mr. Steigerwalt nor Ms. Bacon has received any direct or indirect personal or pecuniary benefit from any such client engagements or transactions. The aggregate fees from such engagements with each of the American Express Company and its subsidiaries, Brighthouse Financial, Inc. and its subsidiaries and Brandywine Senior Living LLC and its subsidiaries amounted to less than the greater of $1.0 million or 2% of each of such company’s consolidated gross revenues for each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022. In addition, during each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company has not made charitable contributions to any organization in which a director serves as an employee, officer, director, trustee or partner, which in any single year exceeded the greater of $1.0 million or 2% of such organization’s gross revenues.

  8. PROPOSAL NO. 1 — ELECT AS DIRECTORS THE NINE NOMINEES NAMED IN THE PROXY STATEMENT

    PROPOSAL NO. 1 — ELECT AS DIRECTORS THE NINE NOMINEES NAMED IN THE PROXY STATEMENT Each of the nine directors nominated by the Board is standing for election at the Annual Meeting. Each nominee, if elected, will serve as a director for a one-year term until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest). We do not know of any reason why any nominee would be unable to serve as a director, if elected. If any nominee is unable to serve or, for good cause, will not serve, which is not anticipated, the NCGSR Committee may identify and recommend a candidate or candidates to the Board as a potential substitute nominee or nominees, and, if the Board agrees with the NCGSR Committee’s recommendation, it will nominate such person(s). If that happens, all valid proxies will be voted “FOR” the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board. Shareholders may not vote for a greater number of persons than the number of nominees named. More detailed information about each of the nine nominees is provided in the section of this Proxy Statement titled “Information About The Board Of Directors And Committees — Information About The Nominees For Director” beginning on page 13 of this Proxy Statement. Our policy is that all incumbent directors are expected to attend the Annual Meeting, except in cases of serious illness or extreme hardship. Shareholder Approval Required. Each nominee will be elected as a director if he or she receives the affirmative vote of a majority of the total votes cast “FOR” and “AGAINST” his or her election as a director at the Annual Meeting. Abstentions and 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. Any director who does not receive the required vote will be subject to our mandatory resignation policy, which is described in the section of this Proxy Statement titled “Corporate Governance — Our Significant Corporate Governance Policies And Practices” beginning on page 25 of this Proxy Statement. The Board of Directors Unanimously Recommends That You Vote FOR the Election of All Nine Nominees as Directors.

  9. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    INFORMATION ABOUT THE NOMINEES FOR DIRECTOR Other than Eric T. Steigerwalt and Janet H. Zelenka, who were recommended by a third-party search firm and elected to the Board effective March 28, 2025, the nominees were elected as directors of the Company at the 2024 Annual Meeting. Information about each of the nine directors nominated to stand for election at the Annual Meeting is detailed below. The ages listed are as of March 6, 2025, the record date for the Annual Meeting.

  10. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | 2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE |

  11. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Mark S. Bartlett Independent Director Director Since: 2015 Age: 74 | Mark S. Bartlett has extensive accounting and financial services experience, having retired as a Partner of Ernst & Young LLP (“Ernst & Young”), a leading accounting firm, in 2012. Mr. Bartlett joined Ernst & Young in 1972 and worked there until his retirement, serving as Managing Partner of the firm’s Baltimore office and Senior Client Service Partner for the Mid-Atlantic region. He is a Certified Public Accountant. Key Skills and Qualifications In addition to knowledge of the Company and experience as a director and Audit Chair of public companies, Mr. Bartlett brings perspectives on accounting and financial reporting, experience in accounting-related rules and regulations of the SEC, professional services and risk management experience and perspectives on mergers and acquisitions, among other financial expertise to our Board. Other Public Company Directorships and Committees: • T. Rowe Price Group, Inc. (Chair of Audit Committee and Member of Executive Compensation and Management Development Committee) • WillScot Mobile Mini Holdings Corp. (Chair of Audit Committee and Member of Compensation Committee) • Zurn Elkay Water Solutions Corporation (Lead Independent Director) (Member of Audit Committee and Member of Executive Committee) | | Elsy Boglioli Independent Director Director Since: 2023 Age: 43 | Elsy Boglioli is the Chief Executive Officer of Bio-Up, a consulting firm providing advisory services to companies in the healthcare technology field, which she founded in 2019. From 2017 to 2019, Ms. Boglioli was Executive Vice President and Chief Operating Officer of Cellectis, a clinical-stage biopharmaceutical company focusing on cell therapies. Ms. Boglioli has extensive experience in the consulting services industry, having been employed by The Boston Consulting Group, a leading business strategy consulting services firm, from 2006 to 2017, and previously holding various positions, including Partner and Managing Director and leader of its biotech-focused business in Europe, and serving as a member of its global Strategy and Biopharma Practice leadership teams. Key Skills and Qualifications In addition to her various Chief Executive Officer roles, Ms. Boglioli brings deep experience in the professional services industry to our Board. Ms. Boglioli also provides perspectives on complex issues relevant to the Company’s business, including corporate strategy, international operational experience and the evolving healthcare industry. Other Foreign Public Company Directorships and Committees: • GenSight Biologics S.A. (Chair of Nominating Committee) • OSE Immunotherapeutics SA (Member of Nominating and Remuneration Committee) Select Current Foreign Non-Public Company Directorships and Committees: • Treefrog Therapeutics (Chair) • Inova.io • Metafora Biosystems • Womed Tech |

  12. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | 2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE |

  13. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Claudio Costamagna Independent Director Director Since: 2012 Age: 68 | Claudio Costamagna is Chairman of CC e Soci S.r.l., a financial advisory firm he founded in 2007, and CC Holdings S.r.l., its parent. Mr. Costamagna has extensive experience in investment banking, having served for 18 years, until 2006, in various positions with The Goldman Sachs Group, Inc., culminating as Chairman of the Investment Banking Division in Europe, the Middle East and Africa from 2004 to 2006. Key Skills and Qualifications Mr. Costamagna offers our Board deep financial sector experience, including experience in corporate finance, investment banking, mergers and acquisitions, and private equity, as well as experience with management of global corporations. In addition, our Board believes Mr. Costamagna’s knowledge of our Company, along with his experience as a Chairman of various public and private companies, qualifies him to serve as a director. Select Past Foreign Public Company Directorships: • REVO S.p.A (Chairman) • Cassa Depositi e Prestiti (Chairman) Select Current Foreign Non-Public Directorships and Committees: • CC e Soci S.r.l. (Chairman) • Ferragamo Finanziaria S.p.A. • Finavedi S.p.A. • Italiana Petroli S.p.A. • Salini Costruttori S.p.A. • Unopiu S.p.A. (Chairman) | | Nicholas C. Fanandakis Independent Director Director Since: 2014 Age: 68 | Nicholas C. Fanandakis served as Senior Advisor to the Chief Executive Officer of DuPont de Nemours, Inc. (“DuPont”), a leading global research and technology-based science company, from February 2020 to December 2020. In 2019, Mr. Fanandakis retired as an Executive Vice President of DuPont after 40 years of service. Mr. Fanandakis helped lead the company through the merger with The Dow Chemical Company and subsequent business separations. From 2009 to 2019, Mr. Fanandakis served as Chief Financial Officer and Executive Vice President of DuPont and led the company through major portfolio transformations. Mr. Fanandakis joined DuPont in 1979 as an accounting and business analyst, after which he served in a variety of plant, marketing, product management and business director roles. Mr. Fanandakis served as Group Vice President of DuPont Applied BioSciences from 2008 to 2009. Mr. Fanandakis also served as Vice President and General Manager of DuPont Chemical Solutions Enterprise from 2003 until 2007, when he was named Vice President of DuPont Corporate Plans. In 2023, Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. Key Skills and Qualifications Mr. Fanandakis offers our Board governance, information technology, accounting and financial reporting experience, including corporate finance, tax, mergers and acquisitions, banking and risk management. In addition, our Board believes Mr. Fanandakis’s knowledge of our Company, along with his experience as a director of various public companies, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Duke Energy Corp. (Member of Audit Committee and Member of Finance and Risk Management Committee) Past Public Company Directorships and Committees: • ITT Inc. (Member of Audit Committee and Member of Compensation and Personnel Committee) |

  14. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | 2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE |

  15. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Steven H. Gunby Director Since: 2014 Age: 67 | Steven H. Gunby joined the Company as its President and Chief Executive Officer on January 20, 2014. Mr. Gunby has extensive experience in the consulting services industry, having formerly been employed by The Boston Consulting Group, a leading business strategy consulting services firm, for more than 30 years, beginning in 1983. The positions he held with The Boston Consulting Group include Global Leader, Transformation, from 2011 to 2014, and Chairman, North and South America, from 2003 to 2009. He also held other major managerial roles in his capacity as a Senior Partner and Managing Director since 1993, including serving as a member of The Boston Consulting Group’s Executive Committee. Key Skills and Qualifications The Board believes that Mr. Gunby’s significant knowledge of our Company and strong leadership qualities, along with his professional services experience leading global corporations through operational and cultural transformations and experience as a chairman of a public company board qualifies him to serve as a director. Other Public Company Directorships and Committees: • Arrow Electronics, Inc. (Chairman) | | Stephen C. Robinson Independent Director Director Since: 2022 Age: 68 | Stephen C. Robinson is a retired partner of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), a multinational law firm. Mr. Robinson joined Skadden in 2010 practicing in its litigation department, with a focus on government enforcement and white collar crime, until his retirement in 2021. Mr. Robinson previously served as a U.S. District Judge for the U.S. District Court for the Southern District of New York from 2003 to 2010, for which he was nominated by President George W. Bush. Prior to serving on the Southern District court, Mr. Robinson held several other positions in government. From 1998 to 2001, he served as a U.S. Attorney for the District of Connecticut, for which he was nominated by President William J. Clinton. From 1993 to 1995, he served as Principal Deputy General Counsel for the Federal Bureau of Investigation. Mr. Robinson has also served in multiple leadership and management roles, including as the Chief Executive Officer of Empower New Haven, a non-profit agency focused on urban development social services, from 2002 to 2003, and as the Chief Compliance Officer of Aetna U.S. Healthcare, a managed health care company, from 1996 to 1998. In 2023, Mr. Robinson completed the Certificate program in Navigating Emerging Technologies and More in a Complex World from the Cornell Tech Board Institute. Key Skills and Qualifications The Board believes that Mr. Robinson’s substantial legal experience with respect to compliance and risk management, litigation matters and government regulation, along with his experience serving on public and private company boards, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Dycom Industries, Inc. (Member of Audit Committee and Member of Finance Committee) Select Non-Public Directorships and Committees: • Cornell University (Trustee) • Lincoln Center for the Performing Arts (Trustee) • The New York Community Trust (Trustee) • Weill Cornell Medicine (Fellow) |

  16. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | 2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE |

  17. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Laureen E. Seeger Independent Director Director Since: 2016 Age: 63 | Laureen E. Seeger is Chief Legal Officer of the American Express Company, a diversified financial services company, having previously held the title of Executive Vice President and General Counsel from 2014 to 2018. From 2006 through 2014, Ms. Seeger served as Executive Vice President, General Counsel and Chief Compliance Officer at McKesson Corporation, a global diversified healthcare services company, where she led the Law, Public Affairs, Compliance and Corporate Secretary functions while guiding the company through complex legal and regulatory environments and contributing to its financial growth. Ms. Seeger joined McKesson in 2000 as General Counsel of its Technology Division. In this role, she provided leadership through complex merger and acquisition transactions and product evolutions while building the Law Department and enhancing client service. Key Skills and Qualifications The Board believes that Ms. Seeger’s experience as Chief Legal Officer of a global, public company and knowledge of litigation, regulatory requirements, government affairs, compliance and risk management, as well as her experience serving on private company boards, qualifies her to serve as a director. Select Non-Public Directorships and Committees: • Central Park Conservancy (Trustee) • University of Wisconsin Foundation and Alumni Association (Chair of Governance Committee) • Executive Committee of the Association of General Counsel | | Eric T. Steigerwalt Independent Director Director Since: 2025 Age: 63 | Eric T. Steigerwalt currently serves as the President and Chief Executive Officer of Brighthouse Financial, Inc. one of the largest providers of annuities and life insurance in the United States. In his role, Mr. Steigerwalt led the successful spin-off of Brighthouse Financial from MetLife in 2017. He also serves as chairman of the Brighthouse Financial Foundation and chairman of Brighthouse Scholar Connections, Inc. Prior to the spin-off of Brighthouse Financial, Mr. Steigerwalt spent 19 years at MetLife, Inc. From 2012 to 2017, Mr. Steigerwalt served as Executive Vice President of U.S. Retail. Earlier, he served as Interim Chief Financial Officer from 2011 to 2012, CFO of the U.S. Business from 2010 to 2011, Senior Vice President and Treasurer from 2007 to 2009, CFO of the Individual Business from 2003 to 2007 and Senior Vice President of Investor Relations and Financial Management from 2000 to 2003. Key Skills and Qualifications Mr. Steigerwalt brings to our Board experience as a chief executive officer and chief financial officer and knowledge of corporate strategy and finance, as well as experience leading a corporation through operational and cultural transformation. In addition, Mr. Steigerwalt possesses experience serving as a director of various public and private companies. Other Public Company Directorships and Committees: • Brighthouse Financial, Inc. (Chair of Executive Committee) Select Non-Public Directorships and Committees: • American Council of Life Insurers |

  18. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | 2025 NOMINEES FOR DIRECTOR | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE |

  19. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Janet H. Zelenka Independent Director Director Since: 2025 Age: 66 | Janet H. Zelenka is the former Executive Vice President, Chief Financial Officer and Chief Information Officer of Stericycle, Inc., which she joined in 2019 and retired from in 2024 following its acquisition. From 2003 to 2019, Ms. Zelenka was employed by Essendant Inc., where she held various positions, including Senior Vice President, Chief Financial Officer and Chief Information Officer from April 2017 to March 2019, overseeing all finance, technology and business integration functions, and Senior Vice President and Chief Information Officer from 2015 to 2017. Earlier, Ms. Zelenka worked at SBC Ameritech (now AT&T), serving in a range of IT, financial and operational roles, including Chief Financial Officer of Ameritech from 1997 to 1999. Key Skills and Qualifications Ms. Zelenka brings to our Board her experience as a chief financial officer and chief information officer and knowledge of corporate finance, accounting, mergers and acquisitions, information technology and cybersecurity. In addition, Ms. Zelenka possesses experience serving as audit committee chair of various private company boards. Select Non-Public Directorships and Committees: • IDEAL Industries (Audit Committee Chair) • U.S. Venture (Audit Committee Chair) |

  20. Functions of the Nominating, Corporate Governance and Social Responsibility Committee

    | ◼ | identifies and qualifies the annual slate of directors for nomination by the Board; | | ◼ | reviews non-employee director compensation and recommends changes to the Board for approval; | | ◼ | assesses the independence of directors for the Board and Committees; | | ◼ | identifies and qualifies the candidates for Chairman of the Board and for membership and chairmanship of the Committees for election by the Board; | | ◼ | identifies and qualifies candidates to fill vacancies occurring between annual meetings of shareholders for election by the Board; | | ◼ | monitors compliance with, and reviews proposed changes to, our Corporate Governance Guidelines, the Charters of the Committee, and other policies and practices relating to corporate governance for submission to the Board for approval; | | ◼ | monitors and reviews responses to shareholder communications with non-management directors together with the independent Chairman of the Board or presiding director, as applicable; | | ◼ | oversees the process for director education; | | ◼ | oversees the process for Board and Committee annual self-evaluations; | | ◼ | oversees the process for performance evaluations of our executive officers in conjunction with our independent Chairman of the Board and the Compensation Committee; | | ◼ | oversees the process relating to succession planning for our CEO and other executive officer positions; | | ◼ | reviews directors’ and officers’ liability insurance terms and limits; | | ◼ | oversees, and reports to the Board and other interested Committees, regarding social responsibility, human capital and ESG-, climate change- and other sustainability-related factors; | | ◼ | reviews and discusses with management the Company’s reports that address ESG-, climate change- and sustainability-related topics; | | ◼ | reviews the Charter of the NCGSR Committee and recommends changes to the Board for approval; | | ◼ | reviews the annual proxy statement disclosures, including those pertaining to the nomination of directors, the election of directors, the independence of directors, corporate governance, and ESG-, climate change- and sustainability-related topics; and | | ◼ | performs an annual self-evaluation of the NCGSR Committee. |

  21. COMPENSATION OF NON-EMPLOYEE DIRECTORS AND POLICY ON NON-EMPLOYEE DIRECTOR EQUITY OWNERSHIP

    COMPENSATION OF NON-EMPLOYEE DIRECTORS AND POLICY ON NON-EMPLOYEE DIRECTOR EQUITY OWNERSHIP

  22. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table describes the components of non-employee director compensation for 2024:

  23. Non-Employee Director Compensation

    | COMPENSATION ELEMENTS | 2024 DIRECTOR COMPENSATION VALUES(1) (5) ($) | ALTERNATIVE FORMS OF PAYMENT | | Annual Retainer: (2) (5) (6) | 50,000 | Cash or Deferred Stock Units | | Annual Committee Chair Fees: (2) (5) | 10,000 — Chair of Audit Committee 7,500 — Chair of Compensation Committee 5,000 — Chair of Nominating, Corporate Governance and Social Responsibility Committee | Cash or Deferred Stock Units | | Additional Annual Non-Employee Chairman of the Board Fee: (2) (5) | 200,000 | Cash or Deferred Stock Units | | Annual Equity Award: (2) (3) (4) (5) (6) | 250,000 | Restricted Stock, Restricted Stock Units, Deferred Restricted Stock Units or Cash |

  24. Non-Employee Director Compensation

    | (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. |

  25. Non-Employee Director Compensation

    | (2) U.S. non-employee directors are permitted to voluntarily defer annual retainer payments (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and/or annual equity compensation awards in the form of deferred stock units or deferred restricted stock units, respectively. Deferred stock units awarded on account of deferred annual retainer and Chairman of the Board and/or Committee Chair fees are vested in full on the grant date. Deferred restricted stock units granted on account of deferred annual equity compensation awards vest in full on the first anniversary of the grant date unless vesting is accelerated as described in footnote (4) below. Each deferred stock unit and deferred restricted stock unit represents the right to receive one share of Common Stock upon the earliest of (i) a separation from service event, (ii) an elected payment date and (iii) certain other permissible payment events, in each case, in accordance with Section 409A (“Code Section 409A”) of the U.S. Internal Revenue Code of 1986, as amended. |

  26. Non-Employee Director Compensation

    | (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. |

  27. Non-Employee Director Compensation

    | (4) All unvested shares of restricted stock and restricted stock units will immediately vest in full upon a non-employee director’s (i) death, (ii) “Disability” (as defined in the Director Plan), (iii) cessation of service within one year following a Change in Control unless other accommodations are made with respect to such awards (iv) cessation of service at the expiration of a director’s term due to the Company’s failure to renominate such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion), due to the request of such director or as a result of a voluntary resignation) or (v) cessation of service due to failure of the Company’s shareholders to elect such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion)). |

  28. Non-Employee Director Compensation

    | (5) The number of (i) deferred stock units awarded to a non-employee director as annual retainer compensation (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and (ii) shares of restricted stock, restricted stock units and deferred restricted stock units awarded to a non-employee director as annual equity compensation, in each case will be determined by dividing (a) the U.S. dollar value of such award by (b) the closing price per share of Common Stock reported on the NYSE for the grant date. Fractional restricted shares, restricted stock units, deferred stock units and deferred restricted share units are rounded down to the nearest whole share. |

  29. Non-Employee Director Compensation

    | (6) If we do not have sufficient shares of Common Stock authorized under our shareholder-approved equity compensation plan to fund annual retainer and equity awards in stock-based awards, such awards will be funded in cash. The payout of such cash amounts will be subject to the terms of the applicable deferred compensation payment and vesting and accelerated vesting conditions, including the requirements of Code Section 409A. Such cash amounts generally will accrue interest at the rate of 6% per annum. |

  30. Director Summary Compensation Table

    | 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) |

  31. SHAREHOLDER NOMINEES FOR DIRECTOR

    SHAREHOLDER NOMINEES FOR DIRECTOR We did not receive any notices of shareholder nominees for director prior to the deadline for 2025 nominations required by our Bylaws and described in our proxy statement for our 2024 Annual Meeting. Under our Bylaws, nominations for director at an annual meeting of shareholders may be made by a shareholder who is (a) a shareholder of record on the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting at the time of giving of notice by the shareholder and at the time of the annual meeting (and any postponement or adjournment thereof) and (b) entitled to vote at the meeting in the election of each individual so nominated or on any other business, provided such shareholder delivers notice along with the additional information and materials required by our Bylaws (which includes information required under Rule 14a-19) to the Corporate Secretary at the principal executive office of the Company located at 555 12th Street NW, Suite 700, Washington, D.C. 20004, not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of shareholders. For the annual meeting of shareholders in 2026, a shareholder must deliver this notice no earlier than November 22, 2025 and no later than December 22, 2025. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting of shareholders, or if no annual meeting of shareholders was held in the preceding year, notice by the shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. In the event that the number of directors to be elected to the Board is increased and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a shareholder’s notice will also be considered timely but only with respect to nominees for any new positions created by such increase, if it is delivered to the Corporate Secretary at our principal executive office, not later than 5:00 p.m., Eastern Time, on the 10th day following the day on which we first make such public announcement. The postponement or adjournment of an annual meeting (or the public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. You may obtain a copy of our Bylaws, without charge, from our Corporate Secretary at FTI Consulting, Inc., 555 12th Street NW, Suite 700, Washington, D.C. 20004, or by email to FTI2025annualmeeting@fticonsulting.com. We filed a copy of our Bylaws, adopted on February 20, 2023, with the SEC on February 21, 2023 as an exhibit to our Current Report on Form 8-K dated February 20, 2023. Our Bylaws are incorporated by reference as an exhibit to our 2024 Annual Report filed with the SEC on February 20, 2025.

  32. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

  33. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    | NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES | PRINCIPAL BUSINESS EXPERIENCE |

  34. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    | | Ajay Sabherwal Chief Financial Officer Officer Since: 2016 Age: 59 | Ajay Sabherwal joined the Company in August 2016 as Chief Financial Officer. He held the additional office of Treasurer from March 2022 to December 2022. From July 2010 to August 2016, Mr. Sabherwal was the Executive Vice President and Chief Financial Officer of FairPoint Communications, Inc., a provider of telecommunications services primarily in Northern New England. Mr. Sabherwal is a former director of Prairie Provident Resources Inc., a foreign public company. | | | Paul Linton Chief Strategy and Transformation Officer Officer Since: 2014 Age: 54 | Paul Linton joined the Company in August 2014 as Chief Strategy and Transformation Officer. From September 2000 to August 2014, Mr. Linton was a management consultant with The Boston Consulting Group, a leading business strategy consulting services firm, where he was most recently a Partner and Managing Director. | | | Curtis P. Lu General Counsel Officer Since: 2015 Age: 59 | Curtis Lu joined the Company in June 2015 as General Counsel. From June 2010 to June 2015, Mr. Lu was the General Counsel of LightSquared, Inc., a wireless Internet services company. Mr. Lu began his legal career at Latham & Watkins LLP, an international law firm, where he was a litigation partner. | | | Holly Paul Chief Human Resources Officer Officer Since: 2014 Age: 54 | Holly Paul joined the Company in August 2014 as Chief Human Resources Officer. From 2013 to August 2014, Ms. Paul was Senior Vice President and Chief Human Resources Officer of Vocus, Inc., a then-publicly traded company offering marketing and public relations software. Prior to 2013, Ms. Paul spent 18 years with PricewaterhouseCoopers LLP, a global public accounting firm, serving in various roles, ultimately rising to become the firm’s most senior talent acquisition leader. | | | Brendan J. Keating Chief Accounting Officer and Controller Officer Since: 2019 Age: 61 | Brendan Keating has held the positions of Chief Accounting Officer and Controller since March 2019. From September 2011 to March 2019, Mr. Keating was Vice President – Assistant Controller of the Company. From 2008 to 2011, Mr. Keating served as a Senior Vice President of Accounting Policy and Reporting at Discovery, Inc., a mass media company. | | | Matthew Pachman Vice President – Chief Risk and Compliance Officer Officer Since: 2012 Age: 60 | Matthew Pachman has held the position of Vice President – Chief Risk and Compliance Officer since June 2016. Prior to assuming the duties of Chief Risk Officer of the Company in February 2015, Mr. Pachman also held the position of Vice President and Chief Ethics and Compliance Officer from July 2012 to June 2016. Prior to joining FTI Consulting, Mr. Pachman built and led compliance programs at various other companies, including Altegrity Risk International, Inc., a global risk consulting and information services company, the Federal Home Loan Mortgage Corporation, a public government-sponsored enterprise operating in the secondary mortgage market, and MCI Communications Corp., a telecommunications company. |

  35. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    Our officers are elected by, and serve at the pleasure of, our Board, subject to the terms of the written employment arrangements that we have with them.

  36. 2024 Company Performance Update

    | (1) See Appendix A for the definitions of earnings per diluted share (“EPS”), as adjusted (“Adjusted EPS”), Adjusted EBITDA and other financial measures used for financial reporting purposes referred to in this proxy statement (“Proxy Statement”), which have not been presented or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) that are considered not in conformity with GAAP (“non-GAAP”), and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. For purposes of determining annual incentive pay (“AIP”) for the year ended December 31, 2024 (“2024 AIP”), the Compensation Committee further adjusted the Adjusted EBITDA financial performance metric defined in Appendix A to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2023 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  37. Our Executive Compensation Practices

    | ◼ | PAY-FOR-PERFORMANCE ALIGNMENT: Total at-risk compensation for our CEO and other NEOs was 88.9% and 71.4%, respectively, in 2024. | | ◼ | FOCUS ON FINANCIAL PERFORMANCE: The weighting of AIP opportunity based on financial performance metrics for our CEO and other NEOs was 75.0% and 66.6%, respectively, in 2024. | | ◼ | FOCUS ON INDIVIDUAL PERFORMANCE: The individual performance component of AIP opportunity for our CEO and other NEOs was 25.0% and 33.4%, respectively, in 2024. The CD&A provides detailed quantitative and qualitative disclosures to support the individual performance component of our AIP opportunity for our CEO and other NEOs. | | ◼ | PERFORMANCE-BASED EQUITY AWARDS: Percentage of performance-based restricted stock units (“Performance RSU”) in the long-term incentive pay (“LTIP”) opportunity to our CEO and other NEOs was 66.7% and 60.0%, respectively, in 2024, with the balance in awards of restricted stock units (“RSU”) in the case of our CEO and restricted stock awards (“RSA”) in the case of our other NEOs. | | ◼ | RIGOROUS PERFORMANCE LTIP METRIC: Performance metric based on FTI Consulting’s TSR compared with the TSR of the adjusted S&P 500 (“Relative TSR”), at target and maximum was set at the 55th and 80th percentiles for our CEO, and the 50th and 75th percentiles for the other NEOs, respectively, in 2024. | | ◼ | CAPPED LTIP PAYOUTS FOR NEGATIVE COMPANY RELATIVE TSR: CEO and other NEO payouts when the Company’s TSR is negative are capped at 100% of target. | | ◼ | PEER GROUP BENCHMARKING: CEO and other NEO compensation is benchmarked every other year to the compensation of the executive officers of our peer group companies. |

  38. CEO COMPENSATION

    | AWARD | FORM | PERFORMANCE METRICS | 2024 FINAL PAY OUTCOME |

  39. CEO COMPENSATION

    | Base Salary | Fixed Cash $1,000,000 | N/A | $1,000,000 | | Total AIP Opportunity at Target $2,000,000 (2.0x Base Salary) | | | | | AIP | AIP Target Opportunity as % of Base Salary Threshold – 100% ($1,000,000) Target – 200% ($2,000,000) Maximum – 300% ($3,000,000) | Metric as % of Total AIP Opportunity Adjusted EPS – 37.5% Adjusted EBITDA – 37.5% Individual Performance – 25% | $1,805,151 (90% of Target) | | | Form of Payment as % of Total AIP Cash – 75% RSAs – 25% | | | | Total LTIP Opportunity at Target $6,000,000 (6.0x Base Salary) | | | | | LTIP | Time-Based RSUs | | | | | Time-Based RSU Opportunity as % of Total LTIP Opportunity at Target 33.33% ($2,000,000) | N/A | Three-Year Pro Rata Vesting Period | | | Performance RSUs | | | | | Performance RSU Opportunity as % of Total LTIP Opportunity at Target 66.67% ($4,000,000) (“CEO Performance RSU Target”) Performance RSU Payout Opportunity as % of CEO Performance RSU Target Threshold – 50% ($2,000,000) Target – 100% ($4,000,000) Maximum – 150% ($6,000,000) | Company Relative TSR Threshold – 25th Percentile Target – 55th Percentile Maximum – 80th Percentile | Three-Year Performance Period Ending 12/31/2026 |

  40. NEOs (Other than CEO) COMPENSATION

    | AWARD | FORM | PERFORMANCE METRICS | 2024 FINAL PAY OUTCOME |

  41. NEOs (Other than CEO) COMPENSATION

    | Base Salary | Fixed Cash $700,000 | N/A | $700,000 (1) | | Total AIP Opportunity at Target $875,000 (1.25x Base Salary) | | | | | AIP | AIP Target Opportunity as % of Base Salary Threshold – 50% ($437,500) Target – 100% ($875,000) Maximum – 150% ($1,312,500) | Metric as % of Total AIP Opportunity Adjusted EPS – 33.33% Adjusted EBITDA – 33.33% Individual Performance – 33.34% | CFO, CSTO $799,225 (91% of Target) CHRO $639,380 (1) (91% of Target) GC $872,142 (100% of Target) | | | Form of Payment as % of Total AIP Cash – 100% | | | | Total LTIP Opportunity at Target $875,000 (1.25x Base Salary) | | | | | LTIP | Time-Based RSAs | | | | | Time-Based RSA Opportunity as % of Total LTIP Opportunity at Target 40% ($350,000) (1) | N/A | Three-Year Pro Rata Vesting Period | | | Performance RSUs | | | | | Performance RSU Opportunity as % of Total LTIP Opportunity at Target 60% ($525,000) (1) (“NEO Performance RSU Target”) Performance RSU Payout Opportunity as % of NEO Performance RSU Target Threshold – 50% ($262,500) (1) Target – 100% ($525,000) (1) Maximum – 150% ($787,500) (1) | Company Relative TSR Threshold – 25th Percentile Target – 50th Percentile Maximum – 75th Percentile | Three-Year Performance Period Ending 12/31/2026 |

  42. Most Recent Say-on-Pay Vote Results

    Most Recent Say-on-Pay Vote Results At our annual meeting of shareholders on June 5, 2024 (the “2024 Annual Meeting”), our shareholders expressed support for our executive compensation program with approximately 99% of the votes cast in favor of our say-on-pay proposal approving NEO compensation for the year ended December 31, 2023. Our 2024 compensation decisions were informed by shareholder discussions conducted in late 2023 and early 2024, facilitated through outreach to our top 20 non-executive shareholders, representing approximately 70% of our outstanding shares. Discussions with our shareholders reinforced our belief that the changes we have adopted over the past several years were responsive to our shareholders’ feedback. See the section of this CD&A titled “— What Guides Our Program — Compensation Philosophy” and “— What Guides Our Program — How We Make Compensation Decisions — The Decision-Making Process” for discussions of our guiding compensation principles on page 54 and page 55, respectively. Following our 2024 Annual Meeting, feedback on the compensation changes we enacted over the past several years was positive. We continued to reach out to our top 20 non-executive shareholders throughout 2024, representing an aggregate of approximately 70% of our outstanding shares of Common Stock as of December 31, 2024, to offer them one-on-one meetings where we discussed key topics, including our executive compensation program, equity compensation, disclosure, peer group selection, and environmental, social and governance-related topics. See the section of this CD&A titled “— What Guides Our Program — Compensation Philosophy” and “— What Guides Our Program — How We Make Compensation Decisions — Role of Peer Companies” for discussions of our guiding compensation principles and our peer group beginning on page 53 and page 56, respectively.

  43. Compensation Governance Practices

    | ✔ | Appropriate balance between short-term and long-term pay. |

  44. Compensation Governance Practices

    | ✔ | No automatic acceleration of equity awards upon a “change in control.“ |

  45. Compensation Governance Practices

    | ✔ | Use of independent compensation consultant to advise Compensation Committee. |

  46. Compensation Philosophy

    | ◼ | 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. |

  47. The Decision-Making Process

    | ◼ Management/Board review business strategy, Company performance and competitive environment ◼ Compensation Committee evaluates executive compensation financial performance metrics against Company financial results | ◼ Every other year, Compensation Committee selects peer group with advice of its independent compensation advisor ◼ Every other year, independent compensation advisor conducts a competitive market analysis of chief executive officer and other executive officer compensation of the applicable peer group companies and reviews and discusses with Compensation Committee | ◼ Management makes executive compensation program design and payment opportunity recommendations for upcoming year ◼ Compensation Committee develops or adopts changes to the annual executive compensation program with advice from its independent compensation advisor | ◼ Compensation Committee consults the Audit Committee to evaluate Company financial performance prior to formal announcement of year-end financial results ◼ Compensation Committee evaluates CEO individual performance ◼ CEO evaluates individual performance of other NEOs and advises Compensation Committee ◼ Compensation Committee establishes payments for applicable bonus year ◼ Compensation Committee considers the latest competitive market analysis of chief executive officer compensation of the applicable peer group companies to inform CEO compensation decisions ◼ Management presents budget for upcoming fiscal year ◼ Compensation Committee finalizes executive compensation program design and payment opportunities for current fiscal year with advice from its independent compensation advisor ◼ Compensation Committee sets CEO annual individual performance goals ◼ CEO sets annual individual performance goals of other NEOs |

  48. Role of Compensation Advisors

    Role of Compensation Advisors Under the Charter of the Compensation Committee, the Compensation Committee is authorized to select, retain and direct the activities, and terminate the services, of compensation advisors, as well as approve fees and expenses of such advisors. During 2024, the Compensation Committee retained the services of Pearl Meyer to provide advice to the Compensation Committee on certain executive compensation matters. The Compensation Committee requested advice on a variety of issues from Pearl Meyer, including our annual and long-term executive incentive compensation program structures, performance metrics and individual award levels, CEO pay-for-performance, equity award accelerated vesting terms, non-employee director compensation, the voting policies of proxy advisors and the composition of our compensation peer group, as well as our say-on-pay proposal and other compensation disclosures included in our proxy statement for our 2024 Annual Meeting. Neither Pearl Meyer nor the Company provided any services to the other during 2024, apart from the advisory services provided by Pearl Meyer to the Compensation Committee. After consideration of the above factors, including any relationships with any Compensation Committee member or executive officer of the Company, if applicable, as well as information supplied by Pearl Meyer, including its independence letter, the Compensation Committee concluded that Pearl Meyer was independent and not subject to any conflicts of interest when providing services to the Compensation Committee. The Compensation Committee currently intends to continue to consult with Pearl Meyer and applicable outside counsel on executive officer compensation and other matters from time to time.

  49. Role of Peer Companies

    Role of Peer Companies The Compensation Committee periodically reviews various data sources to understand the competitive pay environment. One such data source is a custom peer group of publicly traded companies. The Compensation Committee determined that the development of a peer group and the related competitive market analysis would occur every other year. The latest study was conducted during 2023 to inform pay decisions in 2024 and 2025, as summarized below:

  50. Role of Peer Companies

    | Peer Group Development and Pay Study Conducted during: | Informs NEO Pay Decisions with Respect to the Following Years: | Process and Outcome Disclosed in the Following Years: | | 2023 | 2024 and 2025 | 2024 and 2025 |

  51. Role of Peer Companies

    Accordingly, 2024 executive compensation decisions were informed by a competitive market analysis conducted by the Compensation Committee’s independent compensation advisor, Pearl Meyer, during 2023 using an updated peer group that was also recommended by Pearl Meyer and approved by the Compensation Committee in 2023. The following companies constitute the 2023 Peer Group that was used for the 2023 competitive market study and to inform 2024 and 2025 NEO compensation decisions:

  52. Role of Peer Companies

    | 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. |

  53. Role of Peer Companies

    While developing the peer group, Pearl Meyer and the Compensation Committee reviewed and considered a variety of factors, including the following:

  54. Role of Peer Companies

    | ◼ | Data Availability: publicly traded companies with comprehensive pay disclosures in the U.S. | | ◼ | Industry Relevance: expert consulting, professional services and financial services | | ◼ | Size Relevance: revenues, earnings before taxes, number of employees | | ◼ | Valuation Characteristics: market cap, P/E ratio | | ◼ | Peer Group Overlap: companies that disclose FTI Consulting as a peer, companies included by third parties as “peers” for FTI Consulting |

  55. Role of Peer Companies

    The below chart ranks the Company as compared with the 2023 Peer Group by revenues and market capitalization as of April 25, 2023, the time at which the peer group was approved by the Compensation Committee.

  56. FTI Consulting versus 2023 Peer Group (1)

    FTI Consulting versus 2023 Peer Group (1)

  57. FTI Consulting versus 2023 Peer Group (1)

    | (1) Reflects latest fiscal year end (FYE) revenues and Market Capitalization as of April 25, 2023. |

  58. FTI Consulting versus 2023 Peer Group (1)

    The Compensation Committee will continue to use a variety of sources, including compensation surveys and Peer Company data, to establish market practices and will consider this data when assessing the competitiveness of the Company’s executive compensation. Although the type of review may change over time, the Compensation Committee generally reviews salaries, annual incentives, long-term incentives, incentive designs, severance practices, change in control practices, employment contract provisions and other pay features as needed to assess the Company’s pay programs and consider whether they support the Company’s strategic objectives and remain competitive with the market. When setting 2024 CEO and other NEO compensation, the Compensation Committee referenced the 2023 Peer Group and study results, which included the findings that the elements of our executive compensation program were substantially consistent with those offered by such peers. Our CEO’s target compensation for 2024 ranked at the 45th percentile compared with the CEOs in the 2023 Peer Group, and our other NEOs’ target compensation for 2024 ranked at the 28th percentile as compared with the 2023 Peer Group. Regarding 2024 NEO compensation decisions, the Compensation Committee did not rely solely on data from the competitive market analysis of the 2023 Peer Group that was performed in 2023. Furthermore, the Compensation Committee does not target a specific competitive position versus the market in determining the compensation of such other NEOs. The Compensation Committee believes that, because of the Company’s diverse mix of services, strictly benchmarking against the 2023 Peer Group would not provide a meaningful basis for establishing compensation. While the Compensation Committee believes the data from the 2023 competitive market analysis of the 2023 Peer Group is helpful in assessing our competitive position, it also considers a variety of other factors when making pay decisions, including overall Company performance, individual NEO performance and internal equity among such other NEOs. The Compensation Committee will continue to periodically consider the executive compensation information of the Company’s self-selected peer group, as well as competitor pay, alongside our pay-for-performance and long-term value creation objectives, in determining the compensation for our executive officers that best aligns compensation and shareholder interests in the future.

  59. Components of Compensation

    | | PAY COMPONENT | RATIONALE | | Annual | Base Salary | ◼ Attracts and retains qualified talent | | | | ◼ Fairly compensates the executive based on experience, skills, responsibilities and abilities | | | | ◼ Provides only fixed source of cash compensation | | | AIP Opportunity | ◼ Motivates and rewards executive to achieve key financial and individual objectives | | | | ◼ Aligns executive and shareholder interests through performance measures that contribute to shareholder value creation | | | | ◼ Measures executive performance on accomplishment of pre-established strategic objectives | | Long-Term | Performance RSU Opportunity | ◼ Incentivizes and rewards for strong market performance as measured over a three-year period | | | | ◼ Three-year performance measurement period supports our leadership retention/stability objectives | | | Time-Based RSU (CEO) and Time- Based RSA (Other NEOs) Opportunity | ◼ Aligns interest of the executive with those of shareholders and provides a direct link to growth in shareholder value | | | | ◼ Three-year vesting period supports our leadership retention/stability objectives |

  60. 2024 Annual Incentive Pay

    2024 Annual Incentive Pay

  61. Program Design

    Program Design Our 2024 AIP is an annual incentive program that rewards our NEOs for achieving key annual non-GAAP financial metrics and individual performance objectives. For 2024, the Compensation Committee increased the AIP opportunities for our other NEOs from 1.0x Base Salary to 1.25x. This change was made as part of our bi-annual peer group benchmarking and better aligns this pay element with that of our peers and increases at-risk pay. This change, combined with adjustments in 2024 to the LTIP opportunity for our other NEOs (as detailed in the “Annual Long-Term Incentive Pay” section) increases the total amount of at-risk pay for our other NEOs from 66.7% to 71.4%. The metrics and targets that the Compensation Committee selected for 2024 AIP tie directly to our operational and strategic goals. The objectives and rationale for selecting the 2024 AIP performance metrics were as follows:

  62. AIP PROGRAM DESIGN — CEO

    AIP PROGRAM DESIGN — CEO

  63. AIP PROGRAM DESIGN — CEO

    | PERFORMANCE METRICS (1) | OPERATING AND STRATEGIC OBJECTIVES | RATIONALE FOR USING PERFORMANCE METRIC | % OF TOTAL AIP OPPORTUNITY BASED ON PERFORMANCE METRICS | TARGET AIP OPPORTUNITY AS % OF BASE SALARY |

  64. AIP PROGRAM DESIGN — CEO

    | 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% | |

  65. AIP PROGRAM DESIGN — Other NEOs

    AIP PROGRAM DESIGN — Other NEOs

  66. AIP PROGRAM DESIGN — Other NEOs

    | PERFORMANCE METRICS (1) | OPERATIONAL OR STRATEGIC OBJECTIVES | RATIONALE FOR USING PERFORMANCE METRIC | % OF TOTAL AIP OPPORTUNITY BASED ON PERFORMANCE METRICS | TARGET AIP OPPORTUNITY AS % OF BASE SALARY |

  67. AIP PROGRAM DESIGN — Other NEOs

    | 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% | |

  68. AIP PROGRAM DESIGN — Other NEOs

    | (1) For purposes of determining 2024 AIP, the Compensation Committee further adjusted the Adjusted EBITDA financial performance metric defined in Appendix A to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics“ beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs, and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  69. AIP PROGRAM DESIGN — Other NEOs

    During the first quarter of 2024, the Compensation Committee set the targets for each of the financial metrics applicable to all NEOs and outlined the key individual performance goals for our CEO for the 2024 bonus year. For the other NEOs, the CEO established their individual performance goals in consultation with them and with the direction of the Compensation Committee. Financial Metrics During the first quarter of 2024, the Compensation Committee set the target for the financial metrics of Adjusted EBITDA and Adjusted EPS and outlined the key individual performance goals for our CEO for the 2024 bonus year. For other NEOs, the CEO established their individual performance goals in consultation with them and with the direction of the Compensation Committee. The financial metrics were set taking into account the Company’s strategic initiatives, historical financial performance, internal budgeting for the relevant year, external guidance, and expected business and market conditions. The Compensation Committee believes that the financial metrics and AIP opportunities set by the Compensation Committee for 2024 AIP focused the NEOs’ attention on factors that drive business growth and shareholder value during a challenging business environment. The 2024 target for Adjusted EBITDA of $442.6 million was set above the actual Adjusted EBITDA of $424.8 million reported by the Company for the year ended December 31, 2023 and was set at the same time as the 2024 target for Adjusted EPS. The threshold and maximum Adjusted EBITDA metrics were set at 20% below and above the target at $354.0 million and $531.1 million, respectively. The 2024 target for Adjusted EPS of $8.12 was set above the actual Adjusted EPS of $7.71 reported by the Company for the year ended December 31, 2023. The 2024 target for Adjusted EPS was established at the midpoint of the external guidance range announced by the Company on February 24, 2023. The threshold and maximum Adjusted EPS metrics were set at 20% below and above the target at $6.50 and $9.74, respectively. For purposes of determining 2024 AIP, the financial performance metrics of Adjusted EBITDA and Adjusted EPS are defined consistently with the definitions of similarly titled financial measures that are considered non-GAAP reported in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024 (the “2024 Form 10-K”), subject to further adjustments, and the Adjusted EBITDA financial performance metric was further adjusted, as follows:

  70. AIP PROGRAM DESIGN — Other NEOs

    | ◼ | We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt, subject to further adjustments, in the sole discretion of the Compensation Committee, to exclude: (1) operating results, including costs and expenses, of operations (including minority interest) discontinued, sold or acquired; (2) the impact of foreign exchange rates different from budget (i.e. – constant currency costs); (3) costs and expenses related to financing activity and gains or losses related to financing activity; (4) unplanned severance costs; and (5) litigation settlements and costs. | | ◼ | We define Adjusted EPS, a non-GAAP financial measure, as earnings per diluted share, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes and the gain or loss on sale of a business, subject to further adjustments, in the sole discretion of the Compensation Committee, to: (1) exclude operating results, including costs and expenses, of operations (including minority interest) discontinued, sold or acquired; (2) exclude the impact of foreign exchange rates different from budget (i.e. – constant currency costs); (3) exclude costs and expenses related to financing activity and gains or losses related to financing activity; (4) exclude unplanned severance costs; (5) exclude litigation settlements and costs; (6) exclude any gain or loss reflected in the Company’s Consolidated Statement of Income as a result of any sale or other disposition of any business or business segment of the Company in part or in its entirety completed in 2024, to the extent that such gain or loss is not already excluded from Adjusted EPS; and (7) include, in the event of a sale or disposition of part of any business or business segment of the Company completed in 2024, the minority interest of such business or business segment subsequent to the closing of the sale or disposition. In the event of any sale or other disposition of any business or business segment of the Company in its entirety completed in 2024, the Adjusted EPS performance metrics may be reduced by an amount equal to the budgeted operating income for such business or business segment for the portion of 2024 subsequent to the closing of such transaction. | | ◼ | For purposes of determining 2024 AIP, the Compensation Committee further adjusted the Adjusted EBITDA performance metric to exclude the positive impact attributable to the change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the quarter and annual period ended December 31, 2024. | | ◼ | The change of the presentation of interest income on forgivable loans on the Company’s Consolidated Statement of Comprehensive Income for the annual and quarterly period ended December 31, 2024 had no impact on Adjusted EPS and no further adjustments to Adjusted EPS were authorized by the Compensation Committee for 2024 AIP purposes. |

  71. AIP PROGRAM DESIGN — Other NEOs

    | ◼ | See Appendix B for the reconciliations of Adjusted EBITDA (as further adjusted) and Adjusted EPS for 2024 AIP purposes to the most directly comparable GAAP financial measures. |

  72. AIP PROGRAM DESIGN — Other NEOs

    At the time that the Company’s initial full-year guidance was provided on February 22, 2024, the 2024 AIP financial performance metrics set by the Compensation Committee were informed by:

  73. AIP PROGRAM DESIGN — Other NEOs

    | ◼ | An expectation for restructuring activity to remain steady through 2024. The expectation for a continuation of steady demand in our Restructuring practice within our Corporate Finance & Restructuring (“Corporate Finance”) segment, our highest-margin business. | | ◼ | An expectation for mergers and acquisition (“M&A”) activity to increase in 2024. The expectation for improvement in the M&A market, which drives demand for M&A-related Antitrust services in our Economic Consulting segment, “Second Request” services in our Technology segment and Transactions services in our Corporate Finance segment. | | ◼ | An expectation for a contraction of margins and revenue headwinds in our Economic Consulting segment. The expectation for margins in our Economic Consulting segment to decline in 2024 compared with 2023 due to a combination of increased compensation due to higher headcount, merit increases and competitive pressures. Additionally, we noted that several large engagements in the Economic Consulting segment were anticipated to roll off in 2024, and we did not expect revenue would offset the increased compensation costs. | | ◼ | An expectation for headcount growth and increased compensation costs in 2024. The expectation that headcount growth in 2024 would exceed the level of headcount growth achieved in 2023 of 4.6%, particularly at the senior levels, where we have seen an increasing number of lateral senior professionals express interest in joining FTI Consulting. Additionally, we have seen pressures on compensation costs, which we noted may not be offset by pricing increases. | | ◼ | An expectation for moderate growth in Selling, General and Administrative (“SG&A”) expenses to normalize. The expectation for SG&A expenses to grow at a more moderate pace in 2024 than in 2023. However, we noted that we may invest more in AI development capabilities. | | ◼ | An expectation for a higher effective tax rate for 2024. At the time of the announcement of full-year guidance on February 22, 2024, the Company expected our 2024 effective tax rate to range between 24.0% and 26.0%, which compared with 23.3% in 2023. |

  74. AIP PROGRAM DESIGN — Other NEOs

    Individual Performance Metrics For 2024 AIP, 25% of the CEO’s 2024 AIP was contingent upon achieving individual performance goals specific to the CEO, and one-third of each other NEO’s 2024 AIP was contingent upon achieving individual performance goals specific to such NEO. For the CEO, these goals were established by the Compensation Committee in February 2024 and communicated to him. For all other NEOs, the CEO established the goals with review and input from the applicable NEO and with the direction of the Compensation Committee. At the end of 2024, the CEO assessed the performance of each NEO and presented his recommendations on the NEO’s individual performance to the Compensation Committee in the first quarter of 2025 for approval. The Compensation Committee exclusively assesses the CEO’s performance. As part of the assessment of the individual performance portion of the 2024 AIP, the Compensation Committee has the authority to reduce the actual amount payable to the CEO and each other NEO under their awards. For 2024, the CEO and the CFO, CHRO and CSTO were awarded 2024 AIP for individual performance at 100% of target. The GC was awarded 2024 AIP for individual performance at 125% of target. These awards are reflective of both the Company’s financial performance in 2024 and the CEO’s and other NEOs’ tangible evidence of accomplishing or exceeding individual performance goals. The 2024 performance assessments — noting both 2024 goals and achievements for the CEO and each other NEO — are detailed on the following pages:

  75. 2024 Annual Incentive Payout Amounts

    2024 Annual Incentive Payout Amounts The tables below set forth the 2024 AIP paid out to the CEO and each other NEO based on the achievement of Adjusted EBITDA, Adjusted EPS and individual performance goals:

  76. 2024 Annual Incentive Payout Amounts

    | CEO | Adjusted EBITDA * (1) Payout as % of Target (37.5% of Total AIP Opportunity) | | | Adjusted EPS (1) Payout as % of Target (37.5% of Total AIP Opportunity) | | | Individual Performance Payout as % of Target (25.0% of Total AIP Opportunity) | | | Total Target Incentive Opportunity | 2024 Earned AIP (2) (3) | 2024 AIP Payout | | | Threshold $354.0M | Target $442.6M | Maximum $531.1M | Threshold $6.50 | Target $8.12 | Maximum $9.74 | Threshold $250,000 | Target $500,000 | Maximum $750,000 | ($) | ($) | (% of Target) | | Steven H. Gunby | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 2,000,000 | 1,805,151 | 90 |

  77. 2024 Annual Incentive Payout Amounts

    | Other NEOs | Adjusted EBITDA * (1) Payout as % of Target (33.3% of Total AIP Opportunity) | | | Adjusted EPS (1) Payout as % of Target (33.3% of Total AIP Opportunity) | | | Individual Performance Payout as % of Target (33.4% of Total AIP Opportunity) | | | Total Target Incentive Opportunity | 2024 Earned AIP (2) (3) | 2024 AIP Payout | | | Threshold $354.0M | Target $442.6M | Maximum $531.1M | Threshold $6.50 | Target $8.12 | Maximum $9.74 | Threshold $145,833 | Target $291,666 | Maximum $437,500 | ($) | ($) | (% of Target) | | Ajay Sabherwal | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 799,225 | 91 | | Paul Linton | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 799,225 | 91 | | Curtis P. Lu | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 872,142 | 100 | | Holly Paul (4) | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 700,000 | 639,380 | 91 |

  78. 2024 Annual Incentive Payout Amounts

    | * For purposes of the above tables, “M” = millions. |

  79. 2024 Annual Incentive Payout Amounts

    | (1) See Appendix A for the definitions of Adjusted EBITDA, Adjusted EPS and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not exercise its discretion to further adjust the Adjusted EBITDA and Adjusted EPS financial performance metrics for financial reporting purposes defined in Appendix A to determine 2024 AIP. |

  80. 2024 Annual Incentive Payout Amounts

    | (2) The Compensation Committee approved actual Adjusted EBITDA and Adjusted EPS for the year ended December 31, 2024 of $403.7 million, or 91.2% of target, and $7.99, or 98.4% of target, respectively, and CEO and other NEO (other than the GC), and GC individual performance of 100% of target and 125% of target, respectively. |

  81. 2024 Annual Incentive Payout Amounts

    | (3) Mr. Gunby’s 2024 AIP was paid 75% in cash and 25% in the form of an RSA granted on March 5, 2025, which will vest on March 5, 2026, the first anniversary of the date of grant. The other NEOs’ 2024 AIP was paid 100% in cash. |

  82. 2024 Annual Incentive Payout Amounts

    | (4) Beginning January 1, 2024, Ms. Paul reduced her schedule from full time to 80% time. As a result, all of her compensation was pro-rated at the same 80%, including her base salary, AIP payout (as a result of the opportunity being based on pro-rated base salary), and total LTIP opportunity. |

  83. Annual Long-Term Incentive Pay

    Annual Long-Term Incentive Pay The annual LTIP opportunity is intended to incentivize increasing shareholder returns over a three-year measurement period, aligning NEOs’ interests with those of our shareholders. Additionally, the LTIP acts as a retention tool, by providing the executives with equity ownership that vests or is earned over multiple years. For 2024, the Compensation Committee increased the LTIP opportunities for our other NEOs from 1.0x Base Salary to 1.25x. This change was made as part of our bi-annual peer group benchmarking to better align this pay element with that of our peers.

  84. LTIP Awards for Year Ended December 31, 2024

    LTIP Awards for Year Ended December 31, 2024 LTIP grants for the year ended December 31, 2024 (“2024 LTIP”) were awarded in the form of Performance RSUs to all NEOs, and time-based RSUs (to the CEO) and time-based RSAs (to the other NEOs). Our CEO and other NEOs may earn 2024 LTIP based on Relative TSR performance for the three-year performance measurement period beginning January 1, 2024 and ending December 31, 2026. In the case of our CEO, Performance RSUs represented 66.67% and time-based RSUs represented 33.33% of the total 2024 LTIP opportunity. In the case of our other NEOs, Performance RSUs represented 60% and time-based RSAs represented 40% of the total 2024. For 2024 LTIP, our CEO’s, on the one hand, and each other NEO’s, on the other hand, total target opportunity was six times (6.0x) base salary and one times (1.25x) base salary, respectively. Payouts to our NEOs under the 2024 LTIP Performance RSUs when our Relative TSR is negative are capped at 100% of target. Linear interpolation will be applied to determine the Performance RSUs earned as 2024 LTIP for performance between payout levels. The date of grant of the awards of the time-based RSUs (to our CEO) and time-based RSAs (to other NEOs) and Performance RSUs to all NEOs as 2024 LTIP was March 6, 2024.

  85. LTIP Awards for Year Ended December 31, 2024

    | % 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 |

  86. LTIP Awards for Year Ended December 31, 2024

    The CEO and other NEOs were awarded the following 2024 LTIP:

  87. LTIP Awards for Year Ended December 31, 2024

    | NAME | 2024 PERFORMANCE RSUs (1) | | | 2024 TIME-BASED RSUs (CEO)/TIME- BASED RSAs (OTHER NEOs) | | | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | | | Steven H. Gunby | | | | | | Number of LTIP Awards | 10,020 | 20,041 | 30,061 | 9,685 | | Grant Date Fair Value | $2,000,000 | $4,000,000 | $6,000,000 | $2,000,000 | | Ajay Sabherwal | | | | | | Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Paul Linton | | | | | | Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Curtis P. Lu | | | | | | Number of LTIP Awards | 1,279 | 2,559 | 3,839 | 1,694 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Holly Paul | | | | | | Number of LTIP Awards | 1,023 | 2,047 | 3,071 | 1,355 | | Grant Date Fair Value | $210,000 | $420,000 | $630,000 | $280,000 |

  88. LTIP Awards for Year Ended December 31, 2024

    | (1) See “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the 2023 Form 10-K for a discussion of the Monte Carlo simulation method used to determine the number of Performance RSUs subject to the performance-based 2023 LTIP awards. |

  89. Performance of LTIP Awards Awarded for the Year Ended December 31, 2022 as Measured as of December 31, 2024

    Performance of LTIP Awards Awarded for the Year Ended December 31, 2022 as Measured as of December 31, 2024 The performance measurement period for the LTIP awards subject to financial metrics based on Relative TSR performance granted for the year ended December 31, 2022 (“2022 LTIP”) began on January 1, 2022 and ended on December 31, 2024 (the “2022 LTIP Awards”). For the measurement period, FTI Consulting achieved Relative TSR at the 66th percentile resulting in our CEO and other NEOs earning a percentage payout of approximately 122% and 132%, respectively, of the shares of Common Stock at target. The following table sets forth the number of shares of Common Stock earned by the CEO and other NEOs under the 2022 LTIP Awards, certified as final by the Compensation Committee on February 17, 2025:

  90. Performance of LTIP Awards Awarded for the Year Ended December 31, 2022 as Measured as of December 31, 2024

    | NAME | PAYOUT PERCENTAGE OF TARGET AS OF DECEMBER 31, 2024 | PAYOUT METHOD (# OF COMMON SHARES) | | Steven H. Gunby | 122% | 31,292 | | Ajay Sabherwal | 132% | 3,473 | | Paul Linton | 132% | 3,473 | | Curtis P. Lu | 132% | 3,473 | | Holly Paul | 132% | 3,473 |

  91. Timing of Equity Grants

    Timing of Equity Grants The Compensation Committee is the administrator of our equity compensation plans and programs. The Compensation Committee makes annual equity grants to our NEOs in the form of stock-based awards, including time-based RSUs (to the CEO) or time-based RSAs (to other NEOs) and Performance RSUs (to all NEOs). Since 2017, the Compensation Committee has not granted stock options or SARs as equity compensation to NEOs. When granted, option awards have been made at an exercise price equal to or exceeding the fair market value per share of our Common Stock on the grant date and have a 10-year term. The Compensation Committee typically makes annual short-term and long-term incentive compensation pay decisions during the first quarter of the year to allow dissemination of our fourth-quarter and year-end earnings announcements prior to the grant dates of such awards. In some cases, the Compensation Committee will grant awards that are contingent, which conditions precedent may include commencement of employment or the execution and delivery of employment or other documents, or may authorize awards as of future grant dates. The equity awards to the NEOs are subject to contractual provisions governing the acceleration of vesting on specified events. The Compensation Committee has not delegated its authority to make equity awards or prescribe the terms (including vesting terms) to our management.

  92. Termination Payments

    Termination Payments We have entered into employment arrangements with our CEO and other NEOs that broadly provide for the parameters of their employment with the Company and entitle them to receive specified severance payments and benefits upon certain qualifying terminations of employment. Under the employment agreement with the CEO dated as of December 13, 2013, as amended from time to time (the “CEO Employment Agreement”), in connection with a termination by the Company without “Cause” or termination by the CEO with “Good Reason” (each, as defined in the CEO Employment Agreement), subject to the execution of a release of claims (a “Release”), the CEO generally will be eligible to receive (i) pro rata cash AIP for the year of termination, (a) for the financial components of AIP, an amount determined based on the actual performance of operating financial performance metric(s) established for the year of termination (with no exercise of negative discretion), payable when such AIP is paid to other executives of the Company, plus (b) based on individual performance (if an applicable performance metric for the year of termination), in an amount determined based on the CEO’s individual performance AIP awarded and paid in the year prior to the year of termination, payable within two and one-half months following the effective date of the CEO’s termination and (ii) a lump sum cash severance payment equal to two times (2.0x) the sum of the CEO’s base salary and target bonus, payable within 15 days of execution of a Release. The pro rata cash AIP component of the foregoing severance package described in clause (i) above is also payable in connection with a termination of the CEO as a result of the CEO’s “Disability” (as defined in the CEO Employment Agreement) and death. The foregoing severance opportunity is consistent with survey market data provided by the compensation advisor. In connection with the 2023 LTIP equity award grant process, the Compensation Committee, in consultation with its outside compensation advisor determined that it was appropriate to add new retirement vesting protections to the LTIP awards for our CEO with respect to LTIP awards granted to our CEO in 2023 and later years. “Retirement” has been defined in the LTIP equity award agreements to mean the CEO’s voluntary resignation of service with the Company for any reason on or after April 1, 2025 where circumstances constituting grounds for the Company to terminate the CEO’s Service for Cause (as defined in the CEO Employment Agreement) do not exist. Under such awards, in the event of our CEO’s termination of employment due to retirement, unvested time-based RSUs will continue to vest and settle following the time of termination due to the CEO’s retirement in accordance with the original vesting schedule under the award agreement, subject to continued compliance with all applicable restrictive covenants. With respect to Performance RSUs granted to the CEO as LTIP in 2023 and later years, unearned and unvested Performance RSUs at the time of termination due to the CEO’s retirement prior to a Change in Control will remain outstanding and become vested (and settled) or forfeited based on the achievement of the applicable performance conditions upon the earlier to occur of the date of the original final determination for the achievement of the applicable performance conditions and a Change in Control, subject to continued compliance with all applicable restrictive covenants. If the termination of the CEO due to retirement occurs on or following a Change in Control, the unearned and unvested Performance RSUs will convert to a right to receive cash on the original final performance determination date, the date for determining achievement of the applicable performance goals will accelerate, and the cash value payable to the CEO will be determined by multiplying the (x) number of such cash units by (y) the closing price per share of Common Stock reported on the NYSE for the date of the consummation of such Change in Control. In order for the CEO to be eligible for the retirement vesting protection, the CEO must provide at least six months of advance written notice of his intended retirement date and must be available to assist in succession planning efforts during such notice period. See the section titled “Information About Our Executive Officers And Compensation — Employment Agreements And Termination And Change In Control Payments — Termination Payments — Termination And Change In Control Payment Amounts” beginning on page 85 of this Proxy Statement. Under the employment letters with each of the CFO, CSTO, GC and CHRO, as amended from time to time (in each case, an “Officer Employment Letter,” and, collectively, the “Officer Employment Letters”), in connection with a termination by the Company without “Cause” or termination by such applicable executive officer with “Good Reason” (each as defined in the applicable Officer Employment Letter), subject to the execution of a Release, each such applicable executive officer generally will be entitled to one times (1.0x) base salary continuation for a period of 12 months following such termination, provided that such amount will be increased to one times (1.0x) the sum of (i) 12 months base salary, plus (ii) target bonus for the year of termination, if such applicable executive officer’s employment is terminated by the Company (or its successor) without Cause or by such applicable executive officer with Good Reason during the 18-month period following a “Change in Control” (as defined in the applicable shareholder approved equity compensation plan of the Company then in effect). In addition to the foregoing, each such applicable executive officer generally will be eligible to receive pro rata cash AIP for the year of termination consisting of: (i) for the financial components of AIP, an amount determined based on the actual performance of operating financial performance metric(s) established for the year of termination (with no exercise of negative discretion), payable when such AIP is paid to other executives of the Company plus (ii) for the individual component of AIP (if an applicable performance measure for the year of termination) an amount determined based on such applicable executive officer’s individual performance awarded and paid in the year prior to the year of termination, payable within two and one-half months following the effective date of such other NEO’s termination. The severance package is also payable in connection with a termination of such applicable executive officer as a result of “Disability” (as defined in the applicable Officer Employment Letter) and death. We believe that it is in the best interests of the Company to have these employment arrangements and provide for the termination protections described above as they tie the interests of the NEOs to those of the Company, secure the services of the NEOs and serve as a deterrent to an NEO voluntarily leaving the Company’s employ for no reason (other than for the CEO’s retirement). In addition, the employment arrangements serve as consideration for the agreements of the NEOs not to compete with the Company, not to solicit employees and clients of the Company, and not to use or disclose proprietary information of the Company. For more detail on the terms and conditions of the CEO Employment Agreement and the Officer Employment Arrangements and the potential values associated with the foregoing described severance packages, see the section titled “Information About Our Executive Officers And Compensation — Employment Agreements And Termination And Change In Control Payments — Employment Arrangements” beginning on page 84 of this Proxy Statement.

  93. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 applying the SEC’s required disclosure rules. Footnotes (2), (3) and (6) to the table describe the vesting and performance conditions associated with the stock-based awards granted in 2024 that are reported in this table, none of which vested upon grant. Performance-based awards in this table are reported at target value. An NEO may not realize any value from an equity-based award, and any realized value upon the vesting, exercise or the end of the applicable performance period may be higher or lower than reported in this table, depending upon the price per share of our Common Stock on the vesting date or Company performance for the performance period, and such differences could be significant.

  94. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY (1) | BONUS | STOCK AWARDS (2)(3) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION (1)(4) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS | ALL OTHER COMPENSATION (1)(5) | TOTAL | | | (a) | ($) (b) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | ($) (g) | ($) (h) | ($) (i) | | Steven H. Gunby (6) President and Chief Executive Officer | 2024 2023 2022 | 1,000,000 1,000,000 1,000,000 | — — — | 6,618,627 6,499,708 6,620,594 | — — — | 1,353,863 1,856,224 1,499,721 | — — — | 17,388 16,632 15,372 | 8,989,878 9,372,564 9,135,687 | | Ajay Sabherwal Chief Financial Officer | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 799,225 886,654 699,884 | — — — | 17,388 16,632 15,372 | 2,391,424 2,303,159 2,086,704 | | Paul Linton Chief Strategy and Transformation Officer | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 799,225 886,654 699,884 | — — — | 17,388 16,632 15,372 | 2,391,424 2,303,159 2,086,704 | | Curtis P. Lu General Counsel | 2024 2023 2022 | 700,000 700,000 671,539 | — — — | 874,811 699,873 699,909 | — — — | 872,142 886,654 816,550 | — — — | 17,388 16,632 15,372 | 2,464,341 2,303,159 2,203,370 | | Holly Paul Chief Human Resources Officer | 2024 2023 2022 | 560,000 700,000 671,539 | — — — | 699,808 699,873 699,909 | — — — | 639,380 886,654 699,884 | — — — | 17,388 16,632 15,372 | 1,916,576 2,303,159 2,086,704 |

  95. SUMMARY COMPENSATION TABLE

    | (1) All cash compensation is presented in Columns (b), (f) and (h). |

  96. SUMMARY COMPENSATION TABLE

    | (2) The aggregate grant date fair market values of the time-based RSUs (to our CEO) and time-based RSAs (to our other NEOs) reported in Column (d) as 2024 LTIP have been computed in accordance with FASB Topic 718, Compensation — Stock Compensation. For a discussion of the assumptions and methodologies used to value the time-based RSUs and time-based RSAs, see “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. All time-based RSUs and time-based RSAs awarded as 2024 LTIP are subject to time-based pro rata annual vesting over three years beginning with the first anniversary of the grant date. For additional information, see the section of this Proxy Statement captioned “Information About Our Executive Officers And Compensation — Equity Compensation Plans—Grants Of Plan-Based Awards For Fiscal Year Ended December 31, 2024” beginning on page 79 of this Proxy Statement. The following table sets forth the grant date dollar values of the time-based RSUs and time-based RSAs granted as 2024 LTIP: |

  97. SUMMARY COMPENSATION TABLE

    | NAME | TIME-BASED RSUs (CEO) AND TIME-BASED RSAs (OTHER NEOs) |

  98. SUMMARY COMPENSATION TABLE

    | Steven H. Gunby | $1,999,953 | | Ajay Sabherwal | 349,811 | | Paul Linton | 349,811 | | Curtis P. Lu | 349,811 | | Holly Paul | 279,808 |

  99. SUMMARY COMPENSATION TABLE

    | (3) The Performance RSUs reported in Column (d) for 2024 include the target aggregate values of the Performance RSUs awarded to each participating NEO as 2024 LTIP, based upon the probable outcome of the performance condition based on FTI Consulting’s Relative TSR, consistent with the estimate of aggregate compensation costs to be recognized over the service period, excluding the effect of estimated forfeitures. Performance RSUs awarded as 2024 LTIP measure performance based on Relative TSR over three years from January 1, 2024 through December 31, 2026. The fair value per unit of the Performance RSUs has been calculated using a Monte Carlo simulation method in accordance with FASB Topic 718 for equity awards with market-based conditions, which assesses probabilities of various outcomes of the performance market condition(s). The NEOs’ Performance RSUs have been valued using the grant date fair market value of $206.50 per share (the closing price per share reported on the NYSE for the grant date of March 6, 2024) as one of the initial inputs. The resulting fair value per Performance RSU granted to (i) our CEO was $199.59 and (ii) our other NEOs was $205.12. These values were used to calculate the number of Performance RSUs awarded to our CEO and other NEOs, respectively. For a discussion of the assumptions and methodologies used to value such awards, see “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. For additional information, see the section of this Proxy Statement captioned “Information About Our Executive Officers And Compensation — Equity Compensation Plans — Grants Of Plan-Based Awards For Fiscal Year Ended December 31, 2024” beginning on page 79 of this Proxy Statement. |

  100. SUMMARY COMPENSATION TABLE

    The following table sets forth the Performance RSUs granted to our CEO and other NEOs at target and maximum grant date dollar values as 2024 LTIP:

  101. SUMMARY COMPENSATION TABLE

    | NAME | TARGET PERFORMANCE RSU VALUES | MAXIMUM PERFORMANCE RSU VALUES |

  102. SUMMARY COMPENSATION TABLE

    | Steven H. Gunby | $3,999,983 | $5,999,875 | | Ajay Sabherwal | 524,902 | 787,521 | | Paul Linton | 524,902 | 787,251 | | Curtis P. Lu | 524,902 | 787,251 | | Holly Paul | 419,881 | 629,718 |

  103. SUMMARY COMPENSATION TABLE

    | (4) The “Non-Equity Incentive Plan Compensation” reported in Column (f) includes the cash incentive compensation awarded in 2025 as 2024 AIP. |

  104. SUMMARY COMPENSATION TABLE

    | (5) “All Other Compensation” in Column (h) consists solely of matching contributions provided to the NEOs under the Company’s 401(k) Plan and excludes other benefits provided to the NEOs on the same basis provided to all full-time U.S. employees. No NEO received perquisites aggregating more than $10,000 in 2024. |

  105. SUMMARY COMPENSATION TABLE

    | (6) Column (d) includes the portion of AIP for the year ended December 31, 2023 (“2023 AIP”) that was paid to our CEO in 2024 through the award of 2,996 shares of restricted stock with a grant date fair value of $618,674 (based on the closing price per share of Common Stock of $206.50 reported on the NYSE for the grant date of March 6, 2024), which vested in full on March 6, 2025. It excludes the award of 25% of 2024 AIP paid to our CEO in 2025 through the award of 2,657 shares of restricted stock with a grant date fair value of $451,185, based on the closing price per share of Common Stock of $169.81 reported on the NYSE for the grant date of March 5, 2025, which will vest on the first anniversary of the date of grant and will be reported as compensation in Column (d) of the Summary Compensation Table for the year ending December 31, 2025. |

  106. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024 The following table provides information on (i) performance-based cash awards granted as 2024 AIP, (ii) equity-based awards granted as 2024 LTIP and (iii) RSAs granted during the year ended December 31, 2024. There can be no assurance that the grant date fair market value of these awards will ever be realized.

  107. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | NAME | GRANT DATE | COMPENSA-TION COMMITTEE APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR STOCK UNITS | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDER-LYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (3) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Steven H. Gunby | 2/19/24 3/6/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 2/19/24 | 1,000,000 — — — | 2,000,000 — — — | 3,000,000 — — — | — — 2,000,000 — | — — 4,000,000 — | — — 6,000,000 — | — 2,996 — 9,685 | — — — — | — — — — | — 618,674 — 1,999,953 | | Ajay Sabherwal | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | | Paul Linton | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | | Curtis P. Lu | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 437,500 — — | 875,000 — — | 1,312,500 — — | — 262,500 — | — 525,000 — | — 787,500 — | — — 1,694 | — — — | — — — | — — 349,811 | | Holly Paul | 2/19/24 3/6/24 3/6/24 | 2/19/24 2/19/24 2/19/24 | 350,000 — — | 700,000 — — | 1,050,000 — — | — 210,000 — | — 420,000 — | — 630,000 — | — — 1,355 | — — — | — — — | — — 279,808 |

  108. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | (1) 2024 AIP payments were based on (i) Adjusted EPS results of $7.99, as reported in the Company’s 2024 Form 10-K, (ii) Adjusted EBITDA results of $403.7 million and (iii) the individual performance of our CEO and our CFO, CSTO, GC and CHRO. Based on the above financial and individual performance results, aggregate 2024 AIP to our CEO and each of the other NEOs was as follows: |

  109. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | NAME | TOTAL (i) |

  110. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | Steven H. Gunby | $1,805,151 | | Ajay Sabherwal | 799,225 | | Paul Linton | 799,225 | | Curtis P. Lu | 872,142 | | Holly Paul | 639,380 |

  111. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | (i) 2024 AIP to the CEO was paid 75% in cash and 25% through the award of 2,657 shares of restricted stock with a grant date fair value of approximately $451,185, based on the closing price per share of Common Stock of $169.81 reported on the NYSE for the grant date of March 5, 2025, which will vest on the first anniversary of the date of grant and will be reported as compensation in the Summary Compensation Table for the year ending December 31, 2025. 2024 AIP for the other NEOs was paid 100% in cash. |

  112. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | (2) Columns (f), (g) and (h) include the values of the Performance RSUs awarded to our CEO and other NEOs as 2024 LTIP based upon the threshold, target and maximum outcomes of the performance condition based on Relative TSR, consistent with the estimate of aggregate compensation costs to be recognized over the service period, excluding the effect of estimated forfeitures. Performance RSUs awarded as 2024 LTIP measure performance based on Relative TSR over three years beginning January 1, 2024 and ending December 31, 2026. The fair value per unit of the Performance RSUs has been calculated using a Monte Carlo |

  113. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    simulation method in accordance with FASB Topic 718 for equity awards with market-based conditions. The NEOs’ Performance RSUs have been valued using the grant date fair market value of $206.50 (the closing price per share reported on the NYSE for the grant date of March 6, 2024) as one of the initial inputs. The resulting fair values per Performance RSU granted to (i) our CEO was $199.59 and (ii) each other NEO was $205.12. These values were used to calculate the number of Performance RSUs awarded to our CEO and other NEOs, respectively, as 2024 LTIP.

  114. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024

    | (3) Column (l) reports the aggregate grant date fair values of time-based RSUs awarded to our CEO and time-based RSAs awarded to our other NEOs as 2024 LTIP in accordance with FASB Topic 718. For a discussion of the assumptions and methodologies used to value these awards, see the discussion of stock awards contained in “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Description of Business and Summary of Significant Accounting Policies — Share-Based Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the Company’s 2024 Form 10-K. |

  115. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows the number of shares covered or used as references for (i) exercisable and unexercisable stock options, (ii) unvested RSUs, RSAs and Performance RSUs, (iii) full-value cash units and (iv) cash-based performance units, if held by our NEOs on December 31, 2024:

  116. Outstanding Equity Awards at Fiscal Year End

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR FULL- VALUE UNITS THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR FULL-VALUE UNITS THAT HAVE NOT VESTED (1) | EQUITY AND NON-EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, FULL-VALUE UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY AND NON-EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, FULL-VALUE UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (1) | | | (#) Exercisable (a) | (#) Unexercisable (b) | (#) (c) | ($/Sh) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) |

  117. Outstanding Equity Awards at Fiscal Year End

    | Steven H. Gunby | 2,912 (2) 2,477 (3) — — — — — — — | — — — — — — — — — | — — — — — — — — — | 34.33 40.36 — — — — — — — | 3/1/2026 3/6/2027 — — — — — — — | — — 4,575 (4) — 2,996 (5) 7,380 (6) — 9,685 (7) — | — — 874,420 — 572,625 1,410,539 — 1,851,094 — | — — — 25,601 (9) — — 19,405 (10) — 20,041 (11) | — — — 4,893,119 — — 3,708,878 — 3,830,436 | | Ajay Sabherwal | 13,065 (3) — — — — — — | — — — — — — — | — — — — — — — | 40.36 — — — — — — | 3/6/2027 — — — — — — | — 641 (4) — 1,033 (6) — 1,694 (8) — | — 122,514 — 197,437 — 323,774 — | — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — 502,099 — 380,731 — 489,102 | | Paul Linton | 14,858 (2) 10,855 (3) — — — — — — | — — — — — — — — | — — — — — — — — | 34.33 40.36 — — — — — — | 3/1/2026 3/6/2027 — — — — — — | — — 641 (4) — 1,033 (6) — 1,694 (8) — | — — 122,514 — 197,437 — 323,774 — | — — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — — 502,099 — 380,731 — 489,102 | | Curtis P. Lu | 4,953 (2) 8,710 (3) — — — — — — | — — — — — — — — | — — — — — — — — | 34.33 40.36 — — — — — — | 3/1/2026 3/6/2027 — — — — — — | — — 641 (4) — 1,033 (6) — 1,694 (8) — | — — 122,514 — 197,437 — 323,774 — | — — — 2,627 (9) — 1,992 (10) — 2,559 (11) | — — — 502,099 — 380,731 — 489,102 | | Holly Paul | — — — — — — | — — — — — — | — — — — — — | — — — — — — | — — — — — — | 641 (4) — 1,033 (6) — 1,355 (8) — | 122,514 — 197,437 — 258,981 — | — 2,627 (9) — 1,992 (10) — 2,047 (11) | — 502,099 — 380,731 — 391,243 |

  118. Outstanding Equity Awards at Fiscal Year End

    | (1) All cash values in Columns (g) and (i) have been computed by multiplying $191.13 (the closing price per share of Common Stock reported by the NYSE for December 31, 2024) by the number of RSAs or RSUs that have not yet vested. |

  119. Outstanding Equity Awards at Fiscal Year End

    | (2) Represents option shares that may be acquired upon exercise of the vested and exercisable stock options, which were awarded to certain NEOs as LTIP for the year ended December 31, 2016 by the Compensation Committee under the 2009 Plan, with a grant date of March 1, 2016. The stock options became fully vested and exercisable as of March 1, 2019. |

  120. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents option shares that may be acquired upon exercise of the vested and exercisable stock options, which were awarded to the NEOs as LTIP for the year ended December 31, 2017 by the Compensation Committee under the 2009 Plan, with a grant date of March 6, 2017. The stock options became fully vested and exercisable as of March 6, 2020. |

  121. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents the unvested time-based RSAs that were awarded to our NEOs as 2022 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 9, 2022. Such unvested time-based RSAs became fully vested as of March 9, 2025. |

  122. Outstanding Equity Awards at Fiscal Year End

    | (5) Represents the unvested time-based RSAs that were awarded to our CEO as 2023 AIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested RSAs became fully vested as of March 6, 2025. |

  123. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents the unvested time-based RSAs that were awarded to our NEOs as 2023 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 8, 2023. Portions of the RSAs vested on a pro rata basis on March 8, 2024 and will vest on a pro rata basis each on March 8, 2025 and March 8, 2026, such that all unvested RSAs will be fully vested as of March 8, 2026. |

  124. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents the unvested time-based RSUs that were awarded to our CEO as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested portions of the RSUs vested on a pro rata basis on March 6, 2025 and will vest on a pro rata basis each on March 6, 2025 and March 6, 2027, such that all unvested RSUs will be fully vested as of March 6, 2027. |

  125. Outstanding Equity Awards at Fiscal Year End

    | (8) Represents the unvested RSAs that were awarded to our NEOs as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024. Such unvested portions of the RSAs vested on a pro rata basis on March 6, 2025 and will vest on a pro rata basis each on March 6, 2026 and March 6, 2027, such that all unvested RSAs will be fully vested as of March 6, 2027. |

  126. Outstanding Equity Awards at Fiscal Year End

    | (9) Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2022 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 9, 2022 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2022 and ended December 31, 2024). The following table sets forth the number of shares of Common Stock on account of the Performance RSUs that were issued to our NEOs on February 17, 2025: |

  127. Outstanding Equity Awards at Fiscal Year End

    | NAME | SHARES OF COMMON STOCK ISSUED ON ACCOUNT OF PERFORMANCE RSUS AWARDED ON ACCOUNT OF 2022 LTIP |

  128. Outstanding Equity Awards at Fiscal Year End

    | Steven H. Gunby | 31,292 | | Ajay Sabherwal | 3,473 | | Paul Linton | 3,473 | | Curtis P. Lu | 3,473 | | Holly Paul | 3,473 |

  129. Outstanding Equity Awards at Fiscal Year End

    | (10) Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2023 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 8, 2023 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2023 and ending December 31, 2025). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our NEOs on March 8, 2023: |

  130. Outstanding Equity Awards at Fiscal Year End

    | NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS |

  131. Outstanding Equity Awards at Fiscal Year End

    | Steven H. Gunby | 29,107 | | Ajay Sabherwal | 2,988 | | Paul Linton | 2,988 | | Curtis P. Lu | 2,988 | | Holly Paul | 2,988 |

  132. Outstanding Equity Awards at Fiscal Year End

    | (11) Represents the target number of unearned Performance RSUs that were awarded to our NEOs as 2024 LTIP by the Compensation Committee under the 2017 Plan, with a grant date of March 6, 2024 (subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2024 and ending December 31, 2026). The following table sets forth the maximum number of Performance RSUs awarded by the Compensation Committee to our NEOs on March 6, 2024: |

  133. Outstanding Equity Awards at Fiscal Year End

    | NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS |

  134. Outstanding Equity Awards at Fiscal Year End

    | Steven H. Gunby | 30,061 | | Ajay Sabherwal | 3,839 | | Paul Linton | 3,839 | | Curtis P. Lu | 3,839 | | Holly Paul | 3,071 |

  135. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the number of shares of our Common Stock acquired during the fiscal year ended December 31, 2024 upon the exercise of stock options and the vesting of restricted stock awards. The Company did not make any grants of stock options during the fiscal year ended December 31, 2024, and therefore there is nothing to report pursuant to Item 402(x) of Regulation S-K.

  136. Option Exercises and Stock Vested

    | 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) |

  137. Option Exercises and Stock Vested

    | Steven H. Gunby: | | | | | | Options | 222,515 | 39,514,739 | — | — | | Stock | — | — | 47,683 | 9,342,290 | | Ajay Sabherwal: | | | | | | Options | — | — | — | — | | Stock | — | — | 5,625 | 1,102,337 | | Paul Linton: | | | | | | Options | 67,092 | 11,689,294 | — | — | | Stock | — | — | 5,625 | 1,102,337 | | Curtis P. Lu: | | | | | | Options | — | — | — | — | | Stock | — | — | 5,625 | 1,102,337 | | Holly Paul: | | | | | | Options | — | — | — | — | | Stock | — | — | 5,625 | 1,102,337 |

  138. Option Exercises and Stock Vested

    | (1) The value realized upon the exercise of stock options is computed by multiplying (a) the difference between (i) the market price of the underlying shares of Common Stock at the exercise date and (ii) the exercise price of the options by (b) the number of shares for which the options were exercised. |

  139. Option Exercises and Stock Vested

    | (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. |

  140. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure of “compensation actually paid” (“CAP”), as calculated in accordance with SEC rules, to our NEOs and certain Company performance measures for the fiscal years listed below. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive pay with performance, refer to our CD&A beginning on page 46.

  141. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table

  142. Pay versus Performance Disclosure Table

    | | CEO COMPENSATION | | AVERAGE OTHER NEO COMPENSATION | | VALUE OF INITIAL $100 INVESTMENT BASED ON: | | | | | YEAR | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (1) ($) (a) | COMPENSATION ACTUALLY PAID (2) ($) (b) | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (3) ($) (c) | COMPENSATION ACTUALLY PAID (4) ($) (d) | TOTAL SHAREHOLDER RETURN ($) (e) | PEER GROUP TOTAL SHAREHOLDER RETURN (5) (6) (9) ($) (f) | NET INCOME ($000) ($) (g) | ADJUSTED EPS (7) ($) (h) |

  143. Pay versus Performance Disclosure Table

    | 2024 | 8,989,878 | 6,205,682 | 2,290,941 | 2,018,574 | 172.72 | 199.53 | 280,088 | 7.99 | | 2023 | 9,372,564 | 14,812,253 | 2,301,899 | 2,918,345 | 179.97 | 160.36 | 274,892 | 7.71 | | 2022 | 9,135,687 | 12,370,328 | 2,115,869 | 2,489,268 | 143.50 | 137.76 | 235,500 | 6.77 | | 2021 | 7,910,637 | 13,643,454 | 1,976,730 | 2,692,363 | 138.64 | 162.44 | 234,966 | 6.76 | | 2020 | 7,678,086 | 7,456,532 | 1,853,192 | 1,886,728 | 100.96 | 121.91 | 210,682 | 5.99 |

  144. Pay versus Performance Disclosure Table

    | (1) The dollar amounts reported in Column (a) are the amounts reported for our CEO in the “Total” compensation column of the Summary Compensation Table (i) in this Proxy Statement beginning on page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) in the proxy statement for the 2023 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. |

  145. Pay versus Performance Disclosure Table

    | (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: |

  146. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | 2024 | 2023 | 2022 | 2021 | 2020 |

  147. Pay versus Performance Disclosure Table

    | | Amounts reported under the “Total” Compensation column in the Summary Compensation Table in (i) this Proxy Statement beginning on Page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. | 8,989,878 | 9,372,564 | 9,135,687 | 7,910,637 | 7,678,086 | | - | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on Page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. | (6,618,627) | (6,499,708) | (6,620,594) | (5,033,629) | (5,062,345) | | + | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | 5,277,358 | 7,129,515 | 7,663,022 | 5,905,812 | 4,047,715 | | +/- | 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 | (1,365,073) | 4,275,769 | 2,882,415 | 4,690,574 | (327,967) | | +/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | (77,855) | 534,113 | (690,202) | 170,060 | 1,121,043 | | | Compensation Actually Paid to CEO | 6,205,682 | 14,812,253 | 12,370,328 | 13,643,454 | 7,456,532 |

  148. Pay versus Performance Disclosure Table

    | (3) The dollar amounts reported in column (c) represent the average of the amounts reported for the other NEOs in the “Total” compensation column of the Summary Compensation Table (i) in this Proxy Statement beginning on page 77 for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 and (ii) in the proxy statement for the 2024 Annual Meeting for the years ended December 31, 2021 and December 31, 2020. The names of the NEOs included for purposes of calculating the average amounts in each year are Ajay Sabherwal, Paul Linton, Curtis P. Lu and Holly Paul. |

  149. Pay versus Performance Disclosure Table

    | (4) The dollar amounts reported in column (d) represent the average amount of CAP for the other NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the other NEOs for each year to determine the compensation actually paid, using the same methodology described above in footnote (2): |

  150. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | 2024 | 2023 | 2022 | 2021 | 2020 |

  151. Pay versus Performance Disclosure Table

    | | Amounts reported under the “Total” Compensation” column in the Summary Compensation Table in (i) this Proxy Statement Beginning on Page 77 for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and (ii) the Proxy Statement for the 2023 Annual Meeting for the year ended December 31, 2020. | 2,290,941 | 2,301,899 | 2,115,869 | 1,976,730 | 1,853,192 | | - | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 77 for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and (ii) the Proxy Statement for the 2023 Annual Meeting for the year ended December 31, 2020. | (831,060) | (699,873) | (669,909) | (599,931) | (599,962) | | + | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | 667,826 | 768,297 | 810,334 | 711,265 | 485,673 | | +/- | 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 | (100,159) | 483,809 | 347,295 | 588,801 | (29,797) | | +/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | (8,974) | 64,214 | (84,321) | 15,498 | 177,622 | | | Compensation Actually Paid to Other NEOs | 2,018,574 | 2,918,345 | 2,489,268 | 2,692,363 | 1,886,728 |

  152. Pay versus Performance Disclosure Table

    | (5) The peer groups used to calculate the peer group TSR disclosed in column (f) are the 2021 Peer Group discussed in the CD&A for 2022, 2023 and 2024 and the prior peer group for 2020 and 2021. |

  153. Pay versus Performance Disclosure Table

    | (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: |

  154. Pay versus Performance Disclosure Table

    | 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. |

  155. Pay versus Performance Disclosure Table

    | (7) The TSR of the prior peer group, based on the same $100 initial investment as in columns (e) and (f) was $126.01 for 2020 and $167.24 for 2021. 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. |

  156. Pay versus Performance Disclosure Table

    | Most Important Company Performance Measures | | Adjusted EPS (8) | | Adjusted EBITDA (8) | | Total Shareholder Return |

  157. Pay versus Performance Disclosure Table

    | (8) See Appendix A for the definitions of Adjusted EPS and Adjusted EBITDA and other non-GAAP financial measures used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  158. Pay versus Performance Disclosure Table

    | (9) Peer Group Total Shareholder Return for the years 2020-2023 has been updated as the result of an adjustment by a third-party provider. The third-party provider revised the calculations of the weighted average Total Shareholder Return for our peer group to properly account for special dividends. |

  159. Pay versus Performance Disclosure Table

    The following chart provides a graphical representation of the CAP to our CEO and the other NEOs compared with both the Company’s five-year cumulative TSR, as well as the five-year cumulative TSR of our 2021 Peer Group. The following chart provides a graphical representation of the CAP to our CEO and other NEOs compared with net income. The following chart provides a graphical representation of the CAP to our CEO and the other NEOs compared with Adjusted EPS.

  160. Pay versus Performance Disclosure Table

    | (1) See Appendix A for the definitions of Adjusted EPS used for financial reporting purposes referred to in this CD&A and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, as well as the reasons management believes these non-GAAP financial measures provide useful information to investors. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2024 AIP. See the section of this CD&A titled “— 2024 Pay Outcomes — 2024 Annual Incentive Pay — Financial Metrics” beginning on page 61 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2024 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  161. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K promulgated by the SEC, we are providing the pay ratio of the annual total compensation of our CEO compared with the annual total compensation of our median compensated employee (the “CEO Pay Ratio”) for the year ended December 31, 2024. In order to identify our 2024 median employee, we (i) analyzed annual base salary, bonus and overtime compensation of individuals employed as of October 1, 2024, (ii) annualized the compensation of permanent employees hired during 2024 through October 1, 2024, (iii) used year-end exchange rates to convert compensation paid to non-U.S. employees to U.S. dollars and (iv) used the exemption permitted under Item 402(u) of Regulation S-K to exclude employees from 11 countries — Argentina (19), Brazil (62), China (86), Colombia (59), India (70), Japan (19), Malaysia (4), Mexico (31), Qatar (3), Saudi Arabia (25) and South Africa (68), and two British Overseas Territories — the British Virgin Islands (2) and the Cayman Islands (20), totaling 468 employees, comprising 5% or less of our total employee population as of October 1, 2024 and resulting in a net employee population of 8,892 out of our original employee population of 9,360 prior to such exclusions. We calculated the 2024 median employee’s annual total compensation for the year ended December 31, 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation for the 2024 median employee, a U.S.-based senior consultant, includes annual base salary, bonus and Company matching contributions under our 401(k) Plan. The 2024 median employee’s total compensation for purposes of determining the CEO Pay Ratio was $143,042; and the 2024 total compensation of our CEO for purposes of determining the CEO Pay Ratio was $8,989,878. Based on this information, our 2024 CEO Pay Ratio was 63 to 1. We believe that this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) and is not intended as a measure of comparison with any other company.