DEF 14A of Fti Consulting, Inc, Apr 21, 2026

DEF 14A of Fti Consulting, Inc

Filed Apr 21, 2026 · FY20250001193125-26-165147

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 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 | LEGAL/ LITIGATION EXPERIENCE | OTHER PUBLIC COMPANY BOARD EXPERIENCE | GLOBAL | CYBERSECURITY | INDEPENDENCE | | | 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

    • denotes “Some Experience” •• denotes “Very Experienced” 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 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 eight 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. 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 seven 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, based on those standards, the Board, upon the recommendation of the NCGSR Committee, affirmatively determined that (i) Mr. Bartlett, who is not standing for re-election at the Annual Meeting, is independent and (ii) former directors Gerard E. Holthaus and Brenda J. Bacon were independent during the period they served on our Board. 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 Securities and Exchange Commission. 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 none of 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, 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, 2023, December 31, 2024 and December 31, 2025. In addition, during each of the years ended December 31, 2023, December 31, 2024 and December 31, 2025, 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.

  7. PROPOSAL NO. 1 — ELECT AS DIRECTORS THE EIGHT NOMINEES NAMED IN THE PROXY STATEMENT

    PROPOSAL NO. 1 — ELECT AS DIRECTORS THE EIGHT NOMINEES NAMED IN THE PROXY STATEMENT Each of the 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 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 15 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. Any 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 32 of this Proxy Statement. The Board of Directors Unanimously Recommends That You Vote FOR the Election of All Eight Nominees as Directors.

  8. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    INFORMATION ABOUT THE NOMINEES FOR DIRECTOR All of the nominees were elected as directors of the Company at the 2025 Annual Meeting. Information about each of the directors nominated to stand for election at the Annual Meeting is detailed below. The ages listed are as of March 5, 2026, the record date for the Annual Meeting.

  9. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Elsy Boglioli Independent Director Director Since: 2023 Age: 44 | Principal Occupation and Business Experience 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 that our Board believes qualifies her to serve as a director. Other Foreign Public Company Directorships and Committees: • GenSight Biologics S.A. (Chair of Nominating Committee) Select Current Foreign Non-Public Company Directorships and Committees: • Inova.io • Metafora Biosystems • Treefrog Therapeutics (Chair) • Womed Tech |

  10. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Claudio Costamagna Independent Director Director Since: 2012 Age: 69 | Principal Occupation and Business Experience 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) |

  11. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Nicholas C. Fanandakis Independent Director Director Since: 2014 Age: 69 | Principal Occupation and Business Experience 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) |

  12. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Steven H. Gunby Director Since: 2014 Age: 68 | Principal Occupation and Business Experience 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) |

  13. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Stephen C. Robinson Independent Director Director Since: 2022 Age: 69 | Principal Occupation and Business Experience 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. Past 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) |

  14. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Laureen E. Seeger Independent Director Director Since: 2016 Age: 64 | Principal Occupation and Business Experience 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, Member of Executive Committee and Governance Committee) • Association of General Counsel (Member and Previous Chair of Executive Committee) |

  15. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Eric T. Steigerwalt Independent Director Director Since: 2025 Age: 64 | Principal Occupation and Business Experience Mr. 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. Our Board believes that each of these experiences qualifies Mr. Steigerwalt to serve as a director. Other Public Company Directorships and Committees: • Brighthouse Financial, Inc. (Chair of Executive Committee) Select Non-Public Directorships and Committees: • American Council of Life Insurers |

  16. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    | Janet H. Zelenka Independent Director Director Since: 2025 Age: 67 | Principal Occupation and Business Experience Ms. Zelenka is the former Executive Vice President, Chief Financial Officer and Chief Information Officer of Stericycle, Inc., a medical waste disposal company, 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, cybersecurity and artificial intelligence. In addition, Ms. Zelenka possesses experience serving as audit committee chair of various private company boards. Our Board believes that each of these experiences qualifies Ms. Zelenka to serve as a director. Select Non-Public Directorships and Committees: • IDEAL Industries (Audit Committee Chair) • U.S. Venture (Audit Committee Chair) |

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

    | ∎ | reviews non-employee director compensation and recommends changes to the Board for approval; |

  18. 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

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table describes the components of non-employee director compensation for 2025:

  20. Non-Employee Director Compensation

    | COMPENSATION ELEMENTS | 2025 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 Lead Independent Director Fee (2) (5) | $30,000 | 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 |

  21. Non-Employee Director Compensation

    | (1) Continuing non-employee directors receive payment of the annual retainer and annual equity award, and Lead Independent Director, or non-employee 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 Lead Independent Director or a chair other than following an annual meeting, receives a prorated fee upon being appointed to such role. |

  22. Non-Employee Director Compensation

    | (2) U.S. non-employee directors are permitted to voluntarily defer annual retainer payments (including any annual fee to the Lead Independent Director, non-employee 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 Lead Independent Director, non-employee 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. |

  23. 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. |

  24. 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 (as defined in the Director Plan) 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)). |

  25. 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 Lead Independent Director, non-employee 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 |

  26. Non-Employee Director Compensation

    | 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. |

  27. 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. |

  28. 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) | | 2025 Non-Employee Directors: | | | | | | | Mark S. Bartlett | 50,000 | 249,854 | — | — | 299,854 | | Elsy Boglioli | 50,000 | 249,854 | — | — | 299,854 | | Claudio Costamagna | 80,000 | 249,854 | — | — | 329,854 | | Nicholas C. Fanandakis | 60,000 | 249,854 | — | — | 309,854 | | Stephen C. Robinson | 55,000 | 249,854 | — | — | 304,854 | | Lauren E. Seeger | — | 307,211 | — | — | 307,211 | | Eric T. Steigerwalt (3) | 59,315 | 296,368 | — | — | 355,683 | | Janet H. Zelenka (4) | 59,315 | 296,368 | — | — | 355,683 | | Brenda J. Bacon (5) | — | — | — | — | — | | Gerard E. Holthaus (6) | — | — | — | — | — |

  29. SHAREHOLDER NOMINEES FOR DIRECTOR

    SHAREHOLDER NOMINEES FOR DIRECTOR We did not receive any notices of shareholder nominees for director prior to the deadline for 2026 nominations required by our Bylaws and described in our proxy statement for our 2025 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 2027, a shareholder must deliver this notice no earlier than November 22, 2026 and no later than December 22, 2026. 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 AnnualMeeting@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 2025 Annual Report filed with the SEC on February 26, 2026.

  30. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

  31. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    | NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES | | PRINCIPAL BUSINESS EXPERIENCE | | | Paul Linton Chief Strategy and Transformation Officer and Interim Chief Financial Officer Officer Since: 2014 Age: 55 | Paul Linton joined the Company in August 2014 as Chief Strategy and Transformation Officer. In September 2025, Mr. Linton was also appointed Interim Chief Financial Officer and is expected to serve in such role until May 2026. 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. | | | Eun Angela Nam Incoming Chief Financial Officer Age: 44 | On March 6, 2026, the Board elected Eun Angela Nam as Chief Financial Officer of the Company, effective upon commencement of her employment, which is expected on or about May 1, 2026. Prior to joining the Company, Ms. Nam served as Chief Financial Officer and Chief Accounting Officer of FTAI Aviation Ltd., an integrated, full-service provider specializing in the maintenance, repair and leasing of commercial jet engines and aircraft, where she was responsible for all aspects of finance and accounting, including financial planning and analysis, financial reporting, accounting, tax and treasury, among other systems and controls. Ms. Nam served as Chief Accounting Officer of FTAI Aviation Ltd., then an externally managed company of Fortress Investment Group LLC, beginning in August 2018 and was also appointed Chief Financial Officer in August 2022. From 2014 to May 2018, Ms. Nam served as a Senior Vice President of Private Equity at Fortress Investment Group LLC, an asset management firm. Ms. Nam began her career at KPMG LLP. | | | Curtis P. Lu General Counsel Officer Since: 2015 Age: 60 | 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. | | | Rike Rabl Chief Human Resources Officer Officer Since: 2026 Age: 48 | Ulrike (Rike) Rabl joined the Company in May 2020 as Vice President of Strategy and Transformation. From January 2025 to December 2025, Ms. Rabl served as Deputy Chief Human Resources Officer and, effective January 1, 2026, was appointed Chief Human Resources Officer. From October 2014 to May 2020, Ms. Rabl was Vice President of the Transformation Office of Fannie Mae and from August 2006 to October 2014 was a management consultant with The Boston Consulting Group, most recently as a Principal. |

  32. NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES

    | NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES | | PRINCIPAL BUSINESS EXPERIENCE | | | Brendan J. Keating Chief Accounting Officer and Controller Officer Since: 2019 Age: 62 | 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: 61 | 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. |

  33. 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.

  34. 2025 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. The Compensation Committee did not further adjust the Adjusted EPS financial performance metric defined in Appendix A to determine 2025 annual incentive pay (“AIP”). See the section of this CD&A titled “— 2025 Pay Outcomes — 2025 Annual Incentive Pay — Financial Metrics” beginning on page 68 and Appendix B for the definitions of the non-GAAP financial measures, including the description of the further adjustment to Adjusted EBITDA, for determining 2025 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  35. Our Executive Compensation Practices

    | ∎ | FOCUS ON FINANCIAL PERFORMANCE: The weighting of AIP opportunity based on financial performance metrics for our CEO and other participating NEOs was 75.0% and 66.6%, respectively, in 2025. |

  36. Our Executive Compensation Practices

    | ∎ | FOCUS ON INDIVIDUAL PERFORMANCE: The individual performance component of AIP opportunity for our CEO and other participating NEOs was 25.0% and 33.4%, respectively, in 2025. The CD&A provides detailed quantitative and qualitative disclosures to support the individual performance component of our AIP opportunity for our CEO and other participating NEOs. |

  37. Our Executive Compensation Practices

    | ∎ | PERFORMANCE-BASED EQUITY AWARDS UNDER THE LTIP: Percentage of performance-based restricted stock units (“Performance RSUs”) in the long-term incentive pay (“LTIP”) opportunity to our CEO and other participating NEOs was 66.7% and 60.0%, respectively, in 2025, with the balance in awards of restricted stock units (“RSUs”) in the case of our CEO and restricted stock awards (“RSA”) in the case of our other participating NEOs. |

  38. Our Executive Compensation Practices

    | ∎ | RIGOROUS PERFORMANCE LTIP METRIC: Performance metric based on FTI Consulting’s total shareholder return (“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 participating NEOs, respectively, in 2025. |

  39. Our Executive Compensation Practices

    | ∎ | CAPPED LTIP PAYOUTS FOR NEGATIVE COMPANY RELATIVE TSR: CEO and other participating NEO payouts when the Company’s TSR is negative are capped at 100% of target. |

  40. Our Executive Compensation Practices

    | ∎ | PEER GROUP BENCHMARKING: CEO and other NEO compensation (except for Mr. Keating, who participates in different compensation programs) is benchmarked every other year to the compensation of the executive officers of our peer group companies. |

  41. CEO COMPENSATION

    | AWARD | FORM | PERFORMANCE METRICS | 2025 FINAL PAY OUTCOME | | Base Salary | Fixed Cash $1,000,000 | N/A | $1,000,000 | | Total AIP Opportunity at Target $2,000,000 (2.0x Base Salary) | | | | | AIP | AIP Target Opportunity as % of Base Salary Threshold – 100% ($1,000,000) Target – 200% ($2,000,000) Maximum – 300% ($3,000,000) | Metric as % of Total AIP Opportunity Adjusted EPS – 37.5% Adjusted EBITDA – 37.5% Individual Performance – 25% | $2,406,870 (120% of Target) | | | Form of Payment as % of Total AIP Cash – 75% RSAs – 25% | | | | Total LTIP Opportunity at Target $7,000,000 (7.0x Base Salary) | | | | | LTIP | Time-Based RSUs | | | | | Time-Based RSU Opportunity as % of Total LTIP Opportunity at Target 33.33% ($2,333,333) | N/A | Three-Year Pro Rata Vesting Period | | | Performance RSUs | | | | | Performance RSU Opportunity as % of Total LTIP Opportunity at Target 66.67% ($4,666,667) (“CEO Performance RSU Target”) Performance RSU Payout Opportunity as % of CEO Performance RSU Target Threshold – 50% ($2,333,333) Target – 100% ($4,666,667) Maximum – 150% ($7,000,000) | Company Relative TSR Threshold – 25th Percentile Target – 55th Percentile Maximum – 80th Percentile | Three-Year Performance Period Ending 12/31/2027 |

  42. NEO COMPENSATION (Other than CEO and Mr. Keating (1))

    | AWARD | FORM | PERFORMANCE METRICS | 2025 FINAL PAY OUTCOME | | Base Salary | Fixed Cash $700,000 | N/A | $700,000 (2) | | 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% | GC, CSTO and Interim CFO $1,057,533 (121% of Target) CHRO $528,767 (2) (121% 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) (2) | N/A | Three-Year Pro Rata Vesting Period | | | Performance RSUs | | | | | Performance RSU Opportunity as % of Total LTIP Opportunity at Target 60% ($525,000) (2) (“NEO Performance RSU Target”) Performance RSU Payout Opportunity as % of NEO Performance RSU Target Threshold – 50% ($262,500) (2) Target – 100% ($525,000) (2) Maximum – 150% ($787,500) (2) | Company Relative TSR Threshold – 25th Percentile Target – 50th Percentile Maximum – 75th Percentile | Three-Year Performance Period Ending 12/31/2027 |

  43. NEO COMPENSATION (Other than CEO and Mr. Keating (1))

    | (1) Mr. Keating’s base salary for 2025 was $515,000. He does not participate in the AIP. Instead, he is eligible for an annual bonus opportunity under the FTI Discretionary Incentive Plan (the “DIP”) with an annual bonus target equal to 50% of base salary, with achievement determined based on individual and Company performance during the year as determined in the discretion of the Company. In addition, in 2025, he was awarded annual equity awards outside of our LTIP program, 50% of which were in the form of Performance RSUs that vest based on FTI Consulting’s Relative TSR over a two-year performance period ending December 31, 2026, and 50% of which were in the form of time-based RSUs that vest pro-rata over a two-year period. |

  44. Most Recent Say-on-Pay Vote Results

    Most Recent Say-on-Pay Vote Results At our annual meeting of shareholders on June 4, 2025 (the “2025 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, 2025. Our 2026 compensation decisions were informed by shareholder discussions conducted in late 2025 and early 2026, 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 60 and page 61, respectively. Following our 2025 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 2025, representing an aggregate of approximately 70% of our outstanding shares of Common Stock, 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 60 and page 63, respectively.

  45. Compensation Governance Practices

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

  46. Compensation Governance Practices

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

  47. Compensation Governance Practices

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

  48. Compensation Philosophy

    | ∎ | ATTRACTING executive officer candidates with competitive compensation opportunities that are appropriate for our business, size and geographic diversity. |

  49. Compensation Philosophy

    | ∎ | MAINTAINING CONTINUITY of executive management by delivering opportunities for our NEOs to earn competitive compensation. |

  50. Compensation Philosophy

    | ∎ | 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. |

  51. The Decision-Making Process

    | QUARTERLY | SECOND AND/OR THIRD QUARTERS | FOURTH QUARTER | FIRST QUARTER | | ∎ Management/Board review business strategy, Company performance and competitive environment ∎ Compensation Committee evaluates executive compensation financial performance metrics against Company financial results | ∎ Every other year, Compensation Committee selects peer group with advice of its independent compensation advisor ∎ Every other year, independent compensation advisor conducts a competitive market analysis of CEO 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 participating NEOs and advises Compensation Committee ∎ Compensation Committee establishes payments for applicable bonus year ∎ Compensation Committee considers the latest competitive market analysis of CEO 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 participating NEOs |

  52. 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 2025, 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 2025 Annual Meeting. Neither Pearl Meyer nor the Company provided any services to the other during 2025, 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.

  53. 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. Accordingly, 2025 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:

  54. 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. |

  55. 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:

  56. Role of Peer Companies

    | ∎ | Data Availability: publicly traded companies with comprehensive pay disclosures in the U.S. |

  57. Role of Peer Companies

    | ∎ | Industry Relevance: expert consulting, professional services and financial services |

  58. Role of Peer Companies

    | ∎ | Size Relevance: revenues, earnings before taxes, number of employees |

  59. Role of Peer Companies

    | ∎ | Valuation Characteristics: market cap, price-to-earnings ratio |

  60. Role of Peer Companies

    | ∎ | Peer Group Overlap: companies that disclose FTI Consulting as a peer, companies included by third parties as “peers” for FTI Consulting |

  61. 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.

  62. FTI Consulting versus 2023 Peer Group (1)

    FTI Consulting versus 2023 Peer Group (1)

  63. FTI Consulting versus 2023 Peer Group (1)

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

  64. 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 2025 CEO compensation, the Compensation Committee referenced the 2023 Peer Group and study, 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 2025 ranked between the 25th and 50th percentiles as compared with the 2023 Peer Group, and our other NEOs’ target compensation for 2025 ranked below the 25th percentile as compared with the 2023 Peer Group. Regarding 2025 NEO compensation decisions, the Compensation Committee did not rely solely on data from the competitive market analysis of the 2023 Peer Group. 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 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 uses its discretion, based on the advice of management and competitive market analysis, to set Mr. Keating’s target compensation, rather than relying on 2023 Peer Group data. 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.

  65. 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 | | | DIP Opportunity | ▪ Rewards executive performance based on individual and Company performance during the prior calendar year | | Long-Term | Performance RSU Opportunity | ▪ Incentivizes and rewards for strong market performance as measured over a three-year (two-year, in the case of Mr. Keating) period | | | | ▪ Three-year (two-year, in the case of Mr. Keating) performance measurement period supports our leadership retention/stability objectives | | | Time-Based RSU (CEO) and Time-Based RSA or RSU (Other NEOs) Opportunity | ▪ Aligns interest of the executive with those of shareholders and provides a direct link to growth in shareholder value | | | | ▪ Three-year (two-year, in the case of Mr. Keating) vesting period supports our leadership retention/stability objectives |

  66. 2025 Annual Incentive Pay

    2025 Annual Incentive Pay

  67. Program Design

    | 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 | | Adjusted EBITDA | Deliver Adjusted EBITDA growth | Measures the Company’s operating performance, excluding the impact of certain items (1) | 37.5% | | | 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% | 200.0% | | Individual Performance | Incentivize executives to achieve pre-established short- term and long-term strategic and business objectives | Measures CEO success | 25.0% | |

  68. Program Design

    | AIP PROGRAM DESIGN — Other Participating 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 | | Adjusted EBITDA | Deliver Adjusted EBITDA growth | Measures the Company’s operating performance, excluding the impact of certain items (1) | 33.3% | | | 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% | 100.0% | | Individual Performance | Incentivize executives to achieve pre-established short- term and long-term strategic and business objectives | Measures individual NEO success | 33.4% | |

  69. Program Design

    | (1) The Compensation Committee did not further adjust the financial performance metrics defined in Appendix A to determine 2025 AIP. See the section of this CD&A titled “— 2025 Pay Outcomes — 2025 Annual Incentive Pay — Financial Metrics” beginning on page 68 and Appendix B for the definitions of the non-GAAP financial measures for determining 2025 AIP of our participating NEOs, and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  70. Program Design

    During the first quarter of 2025, the Compensation Committee set the targets for each of the financial metrics applicable to all participating NEOs and outlined the key individual performance goals for our CEO for the 2025 bonus year. For the other participating 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 2025, 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 2025 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 2025 AIP focused the NEOs’ attention on factors that drive business growth and shareholder value during a challenging business environment. The 2025 target for Adjusted EBITDA of $431.9 million was set above the actual Adjusted EBITDA of $403.7 million reported by the Company for the year ended December 31, 2024 and was set at the same time as the 2025 target for Adjusted EPS. The threshold and maximum Adjusted EBITDA metrics were set at 20% below and above the target at $345.5 million and $518.3 million, respectively. The 2025 target for Adjusted EPS of $8.20 was set above the actual Adjusted EPS of $7.99 reported by the Company for the year ended December 31, 2024. The 2025 target for Adjusted EPS was established at the midpoint of the external guidance range announced by the Company on February 20, 2025. The threshold and maximum Adjusted EPS metrics were set at 20% below and above the target at $6.56 and $9.84, respectively. For purposes of determining 2025 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, 2025 (the “2025 Form 10-K”), subject to further adjustments, and the Adjusted EBITDA financial performance metric was further adjusted, as follows:

  71. Program Design

    | ∎ | See Appendix B for the reconciliations of Adjusted EBITDA and Adjusted EPS for 2025 AIP purposes to the most directly comparable GAAP financial measures. |

  72. 2025 Discretionary Incentive Program

    2025 Discretionary Incentive Program Mr. Keating receives a cash incentive award in recognition of his performance in the prior year. Our CEO and CFO review Mr. Keating’s accomplishments for the prior year and recommend an award amount to the Compensation Committee, which has the discretion to approve the award as recommended by management or to adjust the award amount based on Mr. Keating’s individual performance. Below are the 2025 accomplishments our CEO, CFO and the Compensation Committee considered in determining the amount of Mr. Keating’s discretionary incentive award.

  73. 2025 Annual Incentive Payout Amounts

    2025 Annual Incentive Payout Amounts The tables below set forth the 2025 AIP paid out to the CEO and each other participating NEO based on the achievement of Adjusted EBITDA, Adjusted EPS and individual performance goals:

  74. 2025 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 | 2025 EARNED AIP (2) (3) | 2025 AIP PAYOUT | | | THRESHOLD $345.5M | TARGET $431.9M | MAXIMUM $518.3M | THRESHOLD $6.56 | TARGET $8.20 | MAXIMUM $9.84 | 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 | 2,406,870 | 120 |

  75. 2025 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 | 2025 EARNED AIP (2) (3) | 2025 AIP PAYOUT | | | THRESHOLD $345.5M | TARGET $431.9M | MAXIMUM $518.3M | THRESHOLD $6.56 | TARGET $8.20 | MAXIMUM $9.84 | THRESHOLD $145,833 | TARGET $291,666 | MAXIMUM $437,500 | ($) | ($) | (% OF TARGET) | | Paul Linton | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 1,057,533 | 121 | | Ajay Sabherwal | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | — | — | | Curtis P. Lu | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 875,000 | 1,057,533 | 121 | | Holly Paul (4) | 50 | 100 | 150 | 50 | 100 | 150 | 50 | 100 | 150 | 437,500 | 528,767 | 121 |

  76. 2025 Annual Incentive Payout Amounts

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

  77. 2025 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 2025 AIP. |

  78. 2025 Annual Incentive Payout Amounts

    | (2) The Compensation Committee approved actual Adjusted EBITDA and Adjusted EPS for the year ended December 31, 2025 of $463.6 million, or 107.3% of target, and $8.83, or 107.7% of target, respectively, for the CEO and other participating NEOs. |

  79. 2025 Annual Incentive Payout Amounts

    | (3) Mr. Gunby’s 2025 AIP was paid 75% in cash and 25% in the form of an RSA granted on March 11, 2026, which will vest on March 11, 2027, the first anniversary of the date of grant. The other participating NEOs’ 2025 AIP was paid 100% in cash. |

  80. 2025 Annual Incentive Payout Amounts

    | (4) Beginning January 1, 2025, Ms. Paul reduced her schedule from 80% time to 50% time. As a result, all of her compensation was pro-rated at the same 50%, including her base salary, AIP payout (as a result of the opportunity being based on pro-rated base salary) and total LTIP opportunity. |

  81. Annual Long-Term Incentive Pay

    Annual Long-Term Incentive Pay The annual LTIP opportunity is intended to incentivize increasing shareholder returns over a multi-year measurement period, aligning participating 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 2025, the Compensation Committee increased the LTIP opportunities for our CEO from 6.0x Base Salary to 7.0x. This change was made to better align this pay element with that of our peers.

  82. LTIP Awards for Year Ended December 31, 2025

    LTIP Awards for Year Ended December 31, 2025 LTIP grants for the year ended December 31, 2025 (“2025 LTIP”) were awarded in the form of Performance RSUs to our CEO and participating NEOs, and time-based RSUs (to the CEO) and time-based RSAs (to the other participating NEOs). Mr. Keating does not participate in the LTIP program but instead received awards consistent with our programs in effect for senior leaders of our core operations teams as further described below. Our CEO and other participating NEOs may earn 2025 LTIP based on Relative TSR performance for the three-year performance measurement period beginning January 1, 2025 and ending December 31, 2027. In the case of our CEO, Performance RSUs represented 66.67% and time-based RSUs represented 33.33% of the total 2025 LTIP opportunity. In the case of our other participating NEOs, Performance RSUs represented 60% and time-based RSAs represented 40% of the total 2025 LTIP. For 2025 LTIP, our CEO’s, on the one hand, and each other participating NEO’s, on the other hand, total target opportunity was seven times (7.0x) base salary and 1.25 times base salary, respectively. Payouts to our participating NEOs under the 2025 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 2025 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 participating NEOs) and Performance RSUs to all participating NEOs as 2025 LTIP was March 5, 2025.

  83. LTIP Awards for Year Ended December 31, 2025

    | % 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 |

  84. LTIP Awards for Year Ended December 31, 2025

    The CEO and other participating NEOs were awarded the following 2025 LTIP:

  85. LTIP Awards for Year Ended December 31, 2025

    | NAME | 2025 PERFORMANCE RSUs (1) | | | 2025 TIME-BASED RSUs (CEO)/TIME- BASED RSAs (OTHER NEOs) | | | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | | | Steven H. Gunby | | | | | | Number of LTIP Awards | 14,902 | 29,805 | 44,707 | 13,740 | | Grant Date Fair Value | $2,333,333 | $4,666,667 | $7,000,000 | $2,333,333 | | Paul Linton | | | | | | Number of LTIP Awards | 1,633 | 3,267 | 4,900 | 2,061 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Ajay Sabherwal | | | | | | Number of LTIP Awards | 1,633 | 3,267 | 4,900 | 2,061 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Curtis P. Lu | | | | | | Number of LTIP Awards | 1,633 | 3,267 | 4,900 | 2,061 | | Grant Date Fair Value | $262,500 | $525,000 | $787,500 | $350,000 | | Holly Paul | | | | | | Number of LTIP Awards | 816 | 1,633 | 2,449 | 1,030 | | Grant Date Fair Value | $131,250 | $262,500 | $393,750 | $175,000 |

  86. LTIP Awards for Year Ended December 31, 2025

    | (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 |

  87. LTIP Awards for Year Ended December 31, 2025

    | Compensation” and “Part II, Item 8, Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 7 — Share-Based Compensation” of the 2025 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 2025 LTIP awards. |

  88. Performance of LTIP Awards Awarded for the Year Ended December 31, 2023 as Measured as of December 31, 2025

    Performance of LTIP Awards Awarded for the Year Ended December 31, 2023 as Measured as of December 31, 2025 The performance measurement period for the LTIP awards subject to financial metrics based on Relative TSR performance granted for the year ended December 31, 2023 (“2023 LTIP”) began on January 1, 2023 and ended on December 31, 2025 (the “2023 LTIP Awards”). For the measurement period, FTI Consulting achieved Relative TSR at the 33rd percentile resulting in our CEO and other participating NEOs earning a percentage payout of approximately 63% and 65%, 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 participating NEOs under the 2023 LTIP Awards, certified as final by the Compensation Committee on February 23, 2026:

  89. Performance of LTIP Awards Awarded for the Year Ended December 31, 2023 as Measured as of December 31, 2025

    | NAME | PAYOUT PERCENTAGE OF TARGET AS OF DECEMBER 31, 2025 | PAYOUT METHOD (# OF COMMON SHARES) | | Steven H. Gunby | 63% | 12,197 | | Paul Linton | 65% | 1,303 | | Ajay Sabherwal | —% | 0 | | Curtis P. Lu | 65% | 1,303 | | Holly Paul | 65% | 1,303 |

  90. Core Operations Equity Awards

    Core Operations Equity Awards Instead of the LTIP program, Mr. Keating receives equity awards given to certain senior leaders on an annual basis. Mr. Keating’s awards under this program consist of 50% restricted stock units that vest over a two-year period, 50% on each of the first and second anniversary of the grant date of the award, and 50% performance stock units that vest two-years from grant date based on relative TSR over two years. The performance measurement period for Mr. Keating’s awards subject to financial metrics based on Relative TSR performance granted for the year ended December 31, 2024 began on January 1, 2024 and ended on December 31, 2025 (the “2024 2-Year Awards”). For the measurement period, FTI Consulting achieved Relative TSR at the 14th percentile resulting in no payout under the 2024 2-Year Awards.

  91. 2025 Discretionary Awards

    2025 Discretionary Awards In December 2025, the Compensation Committee approved discretionary awards to each of Mr. Linton and Mr. Lu. 2025 Cash Awards For Mr. Linton, the Compensation Committee awarded a cash bonus of $700,000 for serving as Interim Chief Financial Officer, in addition to his role as Chief Strategy and Information Officer. Mr. Linton’s cash award payment processed in December 2025. For Mr. Lu, the Compensation Committee awarded a cash bonus of $500,000 for achieving multiple important litigation outcomes during the year. Mr. Lu’s cash award payment processed in January 2026. Each cash award is subject to repayment if Mr. Linton or Mr. Lu voluntarily resigns for any reason (other than death or disability) or is terminated for cause prior to the second anniversary of their award payment date. 2025 Restricted Stock Awards In light of their long tenure in their respective roles and many years of significant contributions to the Company, the Compensation Committee awarded restricted stock awards with a grant date fair value of $1,000,000 to Mr. Linton and $2,000,000 to Mr. Lu, in December 2025, each pursuant to the 2017 Plan and vesting 25% annually on the anniversary of the grant date.

  92. 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, with conditions precedent that 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. During 2025, the Compensation Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  93. Termination Payments

    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, the Officer Employment Arrangements and the offer letter with Mr. Keating 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 99 of this Proxy Statement.

  94. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, 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 2025 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.

  95. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY (1) | BONUS (1) (7) (8) | 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) | 2025 | 1,000,000 | — | 7,450,943 | — | 1,805,152 | — | 17,640 | 10,273,735 | | President and Chief | 2024 | 1,000,000 | — | 6,618,627 | — | 1,353,863 | — | 17,388 | 8,989,878 | | Executive Officer | 2023 | 1,000,000 | — | 6,499,708 | — | 1,856,224 | — | 16,632 | 9,372,564 | | Paul Linton | 2025 | 700,000 | 700,000 | 1,874,745 | — | 1,057,533 | — | 17,640 | 4,349,918 | | Chief Strategy and | 2024 | 700,000 | — | 874,811 | — | 799,225 | — | 17,388 | 2,391,424 | | Transformation Officer and Interim Chief Financial Officer | 2023 | 700,000 | — | 699,873 | — | 886,654 | — | 16,632 | 2,303,159 | | Ajay Sabherwal | 2025 | 490,805 | — | — | — | — | — | 17,640 | 508,445 | | Former Chief Financial | 2024 | 700,000 | — | 874,811 | — | 799,225 | — | 17,388 | 2,391,424 | | Officer | 2023 | 700,000 | — | 699,873 | — | 886,654 | — | 16,632 | 2,303,159 | | Curtis P. Lu | 2025 | 700,000 | — | 2,874,667 | — | 1,057,533 | — | 17,640 | 4,649,840 | | General Counsel | 2024 | 700,000 | — | 874,811 | — | 872,142 | — | 17,388 | 2,464,341 | | | 2023 | 700,000 | — | 699,873 | — | 886,654 | — | 16,632 | 2,303,159 | | Holly Paul | 2025 | 350,000 | — | 437,246 | — | 528,767 | — | 17,640 | 1,333,653 | | Chief Human | 2024 | 560,000 | — | 699,808 | — | 639,380 | — | 17,388 | 1,916,576 | | Resources Officer | 2023 | 700,000 | — | 699,873 | — | 886,654 | — | 16,632 | 2,303,159 | | Brendan J. Keating | 2025 | 511,322 | 277,500 | 49,865 | — | — | — | 17,640 | 856,327 | | Chief Accounting | 2024 | — | — | — | — | — | — | — | — | | Officer | 2023 | — | — | — | — | — | — | — | — |

  96. SUMMARY COMPENSATION TABLE

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

  97. 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 participating NEOs) reported in Column (d) as 2025 LTIP or, in the case of Mr. Keating, time-based RSUs, 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 2025 Form 10-K. All time-based RSUs and time-based RSAs awarded as 2025 LTIP are subject to time-based pro rata annual vesting over three years beginning with the |

  98. SUMMARY COMPENSATION TABLE

    | first anniversary of the grant date. Mr. Keating’s RSU and PSU awards vest over two years beginning with the first anniversary of the grant date. Mr. Linton and Mr. Lu additionally received a $1,000,000 and $2,000,000 discretionary restricted stock award, respectively, on December 19, 2025, that vest on a pro rata basis in four years, such that all unvested RSAs will be fully vested as of December 19, 2029. 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, 2025” beginning on page 88 of this Proxy Statement. The following table sets forth the grant date dollar values of the time-based RSUs and time-based RSAs granted in 2025: |

  99. SUMMARY COMPENSATION TABLE

    | NAME | TIME-BASED AWARDS | | Steven H. Gunby | $2,333,189 | | Paul Linton | $1,349,901 | | Ajay Sabherwal | $349,978 | | Curtis P. Lu | $2,349,823 | | Holly Paul | $174,904 | | Brendan J. Keating | $24,962 |

  100. SUMMARY COMPENSATION TABLE

    | (3) The Performance RSUs reported in Column (d) for 2025 include the target aggregate values of the Performance RSUs awarded to each NEO in 2025, 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 2025 LTIP measure performance based on Relative TSR over three years from January 1, 2025 through December 31, 2027 for all NEOs, except for Mr. Keating, whose awards measure performance based on Relative TSR over two years beginning January 1, 2025. 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 $169.81 per share (the closing price per share reported on the NYSE for the grant date of March 5, 2025) as one of the initial inputs. The resulting fair value per Performance RSU granted to (i) our CEO was $156.57, (ii) Messrs. Linton, Sabherwal and Lu and Ms. Paul was $160.65, and (iii) Mr. Keating was $148.23. 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 2025 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, 2025” beginning on page 88 of this Proxy Statement. |

  101. 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:

  102. SUMMARY COMPENSATION TABLE

    | NAME | TARGET PERFORMANCE RSU VALUES | MAXIMUM PERFORMANCE RSU VALUES | | Steven H. Gunby | $4,666,569 | $6,999,775 | | Paul Linton | $524,844 | $787,185 | | Ajay Sabherwal | $524,844 | $787,185 | | Curtis P. Lu | $524,844 | $787,185 | | Holly Paul | $262,342 | $393,432 | | Brendan J. Keating | $24,903 | $37,354 |

  103. SUMMARY COMPENSATION TABLE

    | (4) The “Non-Equity Incentive Plan Compensation” reported in Column (f) includes the cash incentive compensation awarded in 2026 as 2025 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 2025. |

  105. SUMMARY COMPENSATION TABLE

    | (6) Column (d) includes the portion of AIP for the year ended December 31, 2024 (“2024 AIP”) that was 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 vested in full on March 6, 2026. It excludes the award of 25% of 2025 AIP paid to our CEO in 2026 through the award of 3,695 shares of restricted stock with a grant date fair value of $601,718, based on the closing price per share of Common Stock of $162.84 reported on the NYSE for the grant date of March 11, 2026, 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, 2026. |

  106. SUMMARY COMPENSATION TABLE

    | (7) Mr. Linton received a $700,000 cash bonus awarded on December 19, 2025, which is subject to repayment if Mr. Linton resigns his employment for any reason (other than death or disability) or is terminated for cause before the second anniversary of the payment date. For additional information, see the section of this Proxy Statement captioned “Compensation Discussion and Analysis — 2025 Executive Compensation Program — 2025 Discretionary Awards “ beginning on page 78 of this Proxy Statement. |

  107. SUMMARY COMPENSATION TABLE

    | (8) Mr. Keating received a $277,500 discretionary bonus for his performance in 2025. |

  108. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025 The following table provides information on (i) performance-based cash awards granted as 2025 AIP and (ii) equity-based awards granted in 2025. There can be no assurance that the grant date fair market value of these awards will ever be realized.

  109. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | NAME | GRANT DATE | COMPENSA- TION COMMITTEE APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR STOCK UNITS | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDER- LYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (3) | | | (a) | (b) | THRESHOLD ($) (c) | TARGET ($) (d) | MAXIMUM ($) (e) | THRESHOLD (#) (f) | TARGET (#) (g) | MAXIMUM (#) (h) | (#) (i) | (#) (j) | ($/Sh) (k) | ($) (l) | | Steven H. Gunby | 2/17/25 | 2/17/25 | 1,000,000 | 2,000,000 | 3,000,000 | — | — | — | — | — | — | — | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 2,657 | — | — | 451,185 | | | 3/5/25 | 2/17/25 | — | — | — | 14,902 | 29,805 | 44,707 | — | — | — | 4,666,569 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 13,740 | — | — | 2,333,189 | | Paul Linton | 2/17/25 | 2/17/25 | 437,500 | 875,000 | 1,312,500 | — | — | — | — | — | — | — | | | 3/5/25 | 2/17/25 | — | — | — | 1,633 | 3,267 | 4,900 | — | — | — | 524,844 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 2,061 | — | — | 349,978 | | | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 5,664(4) | — | — | 999,923 | | Ajay Sabherwal | 2/17/25 | 2/17/25 | 437,500 | 875,000 | 1,312,500 | — | — | — | — | — | — | — | | | 3/5/25 | 2/17/25 | — | — | — | 1,633 | 3,267 | 4,900 | — | — | — | 524,844 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 2,061 | — | — | 349,978 | | Curtis P. Lu | 2/17/25 | 2/17/25 | 437,500 | 875,000 | 1,312,500 | — | — | — | — | — | — | — | | | 3/5/25 | 2/17/25 | — | — | — | 1,633 | 3,267 | 4,900 | — | — | — | 524,844 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 2,061 | — | — | 349,978 | | | 12/19/25 | 12/19/25 | — | — | — | — | — | — | 11,328(4) | — | — | 1,999,845 | | Holly Paul | 2/17/25 | 2/17/25 | 218,750 | 437,500 | 656,250 | — | — | — | — | — | — | — | | | 3/5/25 | 2/17/25 | — | — | — | 816 | 1,633 | 2,449 | — | — | — | 262,342 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 1,030 | — | — | 174,904 | | Brendan J. Keating | 3/5/25 | 2/17/25 | — | — | — | 84 | 168 | 252 | — | — | — | 24,903 | | | 3/5/25 | 2/17/25 | — | — | — | — | — | — | 147 | — | — | 24,962 |

  110. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | (1) 2025 AIP payments were based on (i) Adjusted EPS results of $8.83, as reported in the Company’s 2025 Form 10-K, (ii) Adjusted EBITDA results of $463.6 million and (iii) the individual performance of our CEO and our |

  111. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | CFO, CSTO, GC and CHRO. Based on the above financial and individual performance results, aggregate 2025 AIP to our CEO and each of the other participating NEOs was as follows: |

  112. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | NAME | TOTAL (i) | | Steven H. Gunby | $2,406,870 | | Paul Linton | 1,057,533 | | Ajay Sabherwal | — | | Curtis P. Lu | 1,057,533 | | Holly Paul | 528,767 | | Brendan J. Keating | N/A |

  113. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | (i) 2025 AIP for the CEO was paid 75% in cash and 25% through the award of 3,695 shares of restricted stock with a grant date fair value of approximately $601,718 based on the closing price per share of Common Stock of $162.84 reported on the NYSE for the grant date of March 11, 2026, 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, 2026. 2025 AIP for the other participating NEOs was paid 100% in cash. |

  114. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | (2) Columns (f), (g) and (h) include the number of the Performance RSUs awarded to our CEO and other NEOs in 2025 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 2025 LTIP measure performance based on Relative TSR over three years beginning January 1, 2025 and ending December 31, 2027, except for Mr. Keating, whose awards measure performance based on Relative TSR over two years beginning January 1, 2025. The fair value per unit of all Performance RSUs has been calculated using a Monte Carlo 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 $169.81 (the closing price per share reported on the NYSE for the grant date of March 5, 2025) as one of the initial inputs. The resulting fair values per Performance RSU granted to (i) our CEO was $156.57, (ii) Messrs. Linton, Sabherwal and Lu and Ms. Paul was $160.65 and (iii) Mr. Keating was $148.23. These values were used to calculate the number of Performance RSUs awarded to our CEO and other NEOs, respectively, in 2025. |

  115. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | (3) Column (l) reports the aggregate grant date fair values of the Performance RSUs as described above and the time-based RSUs awarded to our CEO and Chief Accounting Officer and time-based RSAs awarded to the other NEOs in 2025 in accordance with FASB Topic 718. Column (l) also reports the grant date fair values of time-based RSAs awarded to Mr. Linton and Mr. Lu, who received a $1,000,000 and $2,000,000 discretionary restricted stock award, respectively, on December 19, 2025, that vest on a pro rata basis in four years, such that all unvested RSAs will be fully vested as of December 19, 2029. 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 2025 Form 10-K. |

  116. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | (4) The Compensation Committee awarded Mr. Linton and Mr. Lu discretionary equity awards in December 2025 in recognition of each’s tenure and significant contributions in 2025. For additional information, see the section of |

  117. Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025

    | this Proxy Statement captioned “Compensation Discussion and Analysis — 2025 Executive Compensation Program — 2025 Discretionary Awards “ beginning on page 78 of this Proxy Statement. |

  118. 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, 2025:

  119. 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 UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (1) | | | (#) EXERCISABLE (a) | (#) UNEXERCISABLE (b) | (#) (c) | ($/Sh) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | Steven H. Gunby | 2,477 (2) | — | — | 40.36 | 3/6/2027 | 0 | — | — | — | | | — | — | — | — | — | 3,690 (3) | 630,363 | — | — | | | — | — | — | — | — | 12,197 (10) | 2,083,614 | — | — | | | — | — | — | — | — | 2,657 (5) | 453,895 | — | — | | | — | — | — | — | — | 6,457 (6) | 1,103,049 | — | — | | | — | — | — | — | — | — | — | 20,041 (11) | 3,423,604 | | | — | — | — | — | — | 13,740 (8) | 2,347,204 | — | — | | | — | — | — | — | — | — | — | 29,805 (12) | 5,091,588 | | Paul Linton | 10,855 (2) | — | — | 40.36 | 3/6/2027 | — | — | — | — | | | — | — | — | — | — | 517 (4) | 88,319 | — | — | | | — | — | — | — | — | 1,303 (10) | 222,591 | — | — | | | — | — | — | — | — | 1,130 (7) | 193,038 | — | — | | | — | — | — | — | — | — | — | 2,559 (11) | 437,154 | | | — | — | — | — | — | 2,061 (9) | 352,081 | — | — | | | — | — | — | — | — | — | — | 3,267 (12) | 558,102 | | | — | — | — | — | — | 5,664 (13) | 967,581 | — | — | | Curtis P. Lu | 8,710 (2) | — | — | 40.36 | 3/6/2027 | — | — | — | — | | | — | — | — | — | — | 517 (4) | 88,319 | — | — | | | — | — | — | — | — | 1,303 (10) | 222,591 | — | — | | | — | — | — | — | — | 1,130 (7) | 193,038 | — | — | | | — | — | — | — | — | — | — | 2,559 (11) | 437,154 | | | — | — | — | — | — | 2,061 (9) | 352,081 | — | — | | | — | — | — | — | — | — | — | 3,267 (12) | 558,102 | | | — | — | — | — | — | 11,328 (13) | 1,935,162 | — | — |

  120. 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 UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (1) | | | (#) EXERCISABLE (a) | (#) UNEXERCISABLE (b) | (#) (c) | ($/Sh) (d) | (e) | (#) (f) | ($) (g) | (#) (h) | ($) (i) | | Holly Paul | — | — | — | — | — | 517 (4) | 88,319 | — | — | | | — | — | — | — | — | 1,303 (10) | 222,591 | — | — | | | — | — | — | — | — | 904 (7) | 154,430 | — | — | | | — | — | — | — | — | — | — | 2,047 (11) | 349,689 | | | — | — | — | — | — | 1,030 (9) | 175,955 | — | — | | | — | — | — | — | — | — | — | 1,633 (12) | 278,965 | | Brendan J. Keating | — | — | — | — | — | 60 (14) | 10,250 | — | — | | | — | — | — | — | — | 2,324 (15) | 397,009 | — | — | | | — | — | — | — | — | 147 (16) | 25,112 | — | — | | | — | — | — | — | — | — | — | 168 (17) | 28,699 |

  121. Outstanding Equity Awards at Fiscal Year End

    | (1) All cash values in Columns (g) and (i) have been computed by multiplying $170.83 (the closing price per share of Common Stock reported by the NYSE for December 31, 2025) by the number of RSAs or RSUs that have not yet vested. |

  122. Outstanding Equity Awards at Fiscal Year End

    | (2) Represents option shares that may be acquired upon exercise of the vested and exercisable stock options granted on March 6, 2017, which became fully vested and exercisable as of March 6, 2020. |

  123. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents the unvested time-based RSUs granted on March 8, 2023, which became fully vested on March 8, 2026. |

  124. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents the unvested time-based RSAs granted on March 8, 2023, which vested one-third annually on the anniversary of the award and became fully vested on March 8, 2026. |

  125. Outstanding Equity Awards at Fiscal Year End

    | (5) Represents the unvested time-based RSAs granted on March 5, 2025, which became fully vested on March 5, 2026. |

  126. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents the unvested time-based RSUs granted on March 6, 2024, which vest ratably over three years on the anniversary of the award. |

  127. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents the unvested time-based RSAs granted on March 6, 2024, which vest ratably over three years on the anniversary of the award. |

  128. Outstanding Equity Awards at Fiscal Year End

    | (8) Represents the unvested time-based RSUs granted on March 5, 2025, which vest ratably over three years on the anniversary of the award. |

  129. Outstanding Equity Awards at Fiscal Year End

    | (9) Represents the unvested time-based RSAs granted on March 5, 2025, which vest ratable over three years on the anniversary of the award. |

  130. Outstanding Equity Awards at Fiscal Year End

    | (10) Represents the target number of unearned Performance RSUs granted on March 8, 2023, which are subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning |

  131. Outstanding Equity Awards at Fiscal Year End

    | January 1, 2023 and ended December 31, 2025. The following table sets forth the number of shares of Common Stock on account of the Performance RSUs that were issued to Mr. Gunby, Mr. Linton, Mr. Lu and Ms. Paul on February 23, 2026: |

  132. Outstanding Equity Awards at Fiscal Year End

    | NAME | SHARES OF COMMON STOCK ISSUED ON ACCOUNT OF PERFORMANCE RSUS AWARDED ON ACCOUNT OF 2023 LTIP | | Steven H. Gunby | 12,197 | | Paul Linton | 1,303 | | Curtis P. Lu | 1,303 | | Holly Paul | 1,303 |

  133. Outstanding Equity Awards at Fiscal Year End

    | (11) Represents the target number of unearned Performance RSUs granted on March 6, 2024, which are 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 to Mr. Gunby, Mr. Linton, Mr. Lu and Ms. Paul on March 6, 2024: |

  134. Outstanding Equity Awards at Fiscal Year End

    | NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS | | Steven H. Gunby | 30,061 | | Paul Linton | 3,839 | | Curtis P. Lu | 3,839 | | Holly Paul | 3,071 |

  135. Outstanding Equity Awards at Fiscal Year End

    | (12) Represents the target number of unearned Performance RSUs granted on March 5, 2025, which are subject to performance conditions based on Relative TSR for the three-year performance measurement period beginning January 1, 2025 and ending December 31, 2027. The following table sets forth the maximum number of Performance RSUs awarded to Mr. Gunby, Mr. Linton, Mr. Lu and Ms. Paul on March 5, 2025: |

  136. Outstanding Equity Awards at Fiscal Year End

    | NAME | MAXIMUM NUMBER OF PERFORMANCE RSUS | | Steven H. Gunby | 44,707 | | Paul Linton | 4,900 | | Curtis P. Lu | 4,900 | | Holly Paul | 2,449 |

  137. Outstanding Equity Awards at Fiscal Year End

    | (13) Represents the unvested time-based RSAs granted on December 19, 2025, which vest ratably over four years on the anniversary of the award. |

  138. Outstanding Equity Awards at Fiscal Year End

    | (14) Represents the unvested time-based RSUs granted on March 6, 2024, which vested ratably over two years annually on the anniversary of the award and became fully vested on March 6, 2026. |

  139. Outstanding Equity Awards at Fiscal Year End

    | (15) Represents the unvested time-based RSUs granted on March 6, 2024, which vest ratably over five years on the anniversary of the award. |

  140. Outstanding Equity Awards at Fiscal Year End

    | (16) Represents the unvested time-based RSUs granted on March 5, 2025, which vested ratably over two years annually on the anniversary of the award. |

  141. Outstanding Equity Awards at Fiscal Year End

    | (17) Represents the target number of unearned Performance RSUs granted on March 5, 2025, which are subject to performance conditions based on Relative TSR for the two-year performance measurement period beginning January 1, 2025 and ending December 31, 2026. The maximum number of Performance RSUs awarded to Mr. Keating was 252. |

  142. 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, 2025 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, 2025, and, therefore, there is nothing to report pursuant to Item 402(x) of Regulation S-K.

  143. Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE (1) ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUES REALIZED ON VESTING (2) ($) | | | (a) | (b) | (c) | (d) | | Steven H. Gunby | | | | | | Options | 2,912 | 386,481 | — | — | | Stock | — | — | 45,781 | 8,322,406 | | Paul Linton | | | | | | Options | 14,858 | 1,912,008 | — | — | | Stock | — | — | 5,194 | 942,925 | | Ajay Sabherwal | | | | | | Options | 13,065 | 1,627,971 | — | — | | Stock | — | — | 5,194 | 942,925 | | Curtis P. Lu | | | | | | Options | 4,953 | 615,529 | — | — | | Stock | — | — | 5,194 | 942,925 | | Holly Paul | | | | | | Options | — | — | — | — | | Stock | — | — | 5,081 | 923,857 | | Brendan J. Keating | | | | | | Options | — | — | — | — | | Stock | — | — | 642 | 108,338 |

  144. 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. |

  145. 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. |

  146. 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 49 .

  147. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table

  148. Pay versus Performance Disclosure Table

    | YEAR | CEO COMPENSATION | | AVERAGE OTHER NEO COMPENSATION | | VALUE OF INITIAL $100 INVESTMENT BASED ON: | | | | | | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (1) | COMPENSATION ACTUALLY PAID (2) | AS DISCLOSED IN SUMMARY COMPENSATION TABLE (3) | COMPENSATION ACTUALLY PAID (4) | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN (5) | NET INCOME ($000) | ADJUSTED EPS (6) | | | ($) (a) | ($) (b) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | ($) (g) | ($) (h) | | 2025 | 10,273,735 | 5,948,143 | 2,339,636 | 2,000,747 | 152.91 | 171.02 | 270,871 | 8.83 | | 2024 | 8,989,878 | 6,205,682 | 2,290,941 | 2,018,574 | 171.08 | 163.66 | 280,088 | 7.99 | | 2023 | 9,372,564 | 14,812,253 | 2,301,899 | 2,918,345 | 178.26 | 131.53 | 274,892 | 7.71 | | 2022 | 9,135,687 | 12,370,328 | 2,115,869 | 2,489,268 | 142.14 | 113.00 | 235,514 | 6.77 | | 2021 | 7,910,637 | 13,643,454 | 1,976,730 | 2,692,363 | 137.33 | 133.24 | 234,966 | 6.76 |

  149. 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 in the applicable year. |

  150. 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: |

  151. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | | 2025 | 2024 | 2023 | 2022 | 2021 | | | Amounts reported under the “Total” Compensation column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 85 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. | 10,273,735 | 8,989,878 | 9,372,564 | 9,135,687 | 7,910,637 | | - | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 85 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. | (7,450,943) | (6,618,627) | (6,499,708) | (6,620,594) | (5,033,629) |

  152. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | | 2025 | 2024 | 2023 | 2022 | 2021 | | + | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | 6,830,437 | 5,277,358 | 7,129,515 | 7,663,022 | 5,905,812 | | +/- | 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 | (3,297,401) | (1,365,073) | 4,275,769 | 2,882,415 | 4,690,574 | | +/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | (407,685) | (77,855) | 534,113 | (690,202) | 170,060 | | | Compensation Actually Paid to CEO | 5,948,143 | 6,205,682 | 14,812,253 | 12,370,328 | 13,643,454 |

  153. 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 in the applicable year. The names of the NEOs included for purposes of calculating the average amounts in 2025 are Paul Linton, Ajay Sabherwal, Curtis P. Lu, Holly Paul, and Brendan J. Keating, and in each prior year are Ajay Sabherwal, Paul Linton, Curtis P. Lu and Holly Paul. |

  154. 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): |

  155. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | | 2025 | 2024 | 2023 | 2022 | 2021 | | | Amounts reported under the “Total” Compensation” column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 85 for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2022 and December 31, 2021. | 2,339,636 | 2,290,941 | 2,301,899 | 2,115,869 | 1,976,730 | | - | Amounts Reported under the “Stock Awards” column in the Summary Compensation Table in (i) this Proxy Statement beginning on page 85 for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 and (ii) the Proxy Statement for the 2024 Annual Meeting for the years ended December 31, 2022 and December 31, 2021. | (1,047,305) | (831,060) | (699,873) | (699,909) | (599,931) | | + | Fair Value of Awards Granted during Year That Remain Unvested as of Year End | 996,546 | 667,826 | 768,297 | 810,334 | 711,265 | | +/- | 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 | (248,302) | (100,159) | 483,809 | 347,295 | 588,801 |

  156. Pay versus Performance Disclosure Table

    | ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID | | 2025 | 2024 | 2023 | 2022 | 2021 | | +/- | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year That Vested during Year | (39,828) | (8,974) | 64,214 | (84,321) | 15,498 | | | Compensation Actually Paid to Other NEOs | 2,000,747 | 2,018,574 | 2,918,345 | 2,489,268 | 2,692,363 |

  157. Pay versus Performance Disclosure Table

    | (5) The peer group used to calculate the peer group TSR disclosed in column (f) is the Peer Group discussed in the CD&A. |

  158. Pay versus Performance Disclosure Table

    | (6) Executive compensation decisions for 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 purposes of the Peer Group discussed in the CD&A: |

  159. Pay versus Performance Disclosure Table

    | Removed | Added | | Greenhill & Co. | Booz Allen Hamilton Holding Corporation | | Oppenheimer Holdings, Inc. | Exponent, Inc. | | Piper Sandler Companies | ICF International | | | Jefferies Financial Group, Inc. | | | LPL Financial Holdings, Inc. |

  160. 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 $132.72 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. |

  161. Pay versus Performance Disclosure Table

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

  162. 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 2025 AIP. See the section of this CD&A titled “— 2025 Pay Outco mes — 2025 Annual Incentive Pay — Financial Metrics” beginning on page 68 and Appendix B for the definitions of the non-GAAP financial measures for determining 2025 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  163. Pay versus Performance Disclosure Table

    The following chart provides a graphical representation of the CAP to our CEO and the other NEOs compared with 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.

  164. 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 2025 AIP. See the section of this CD&A titled “— 202 5 Pay Outcomes — 2025 Annual Incentive Pay — Financial Metrics” beginning on page 68 and Appendix B for the definitions of the non-GAAP financial measures for determining 2025 AIP of our NEOs and the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  165. 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, 2025. In order to identify our 2025 median employee, we (i) analyzed annual base salary, bonus and overtime compensation of individuals employed as of October 1, 2025, (ii) annualized the compensation of permanent employees hired during 2025 through October 1, 2025, (iii) applied October 2025 monthly average 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 13 countries — Argentina (16), Brazil (63), China (68), Colombia (64), India (91), Japan (14), South Korea (13), Mexico (30), Portugal (4), Qatar (3), Saudi Arabia (33), South Africa (57) and Sweden (9), and two British Overseas Territories, the British Virgin Islands (3) and the Cayman Islands (11) — totaling 479 employees, comprising 5% or less of our total employee population as of October 1, 2025 and resulting in a net employee population of 9,107 out of our original employee population of 9,586 prior to such exclusions. We calculated the 2025 median employee’s annual total compensation for the year ended December 31, 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The total compensation for the 2025 median employee, a U.S.-based senior consultant, includes annual base salary, bonus and Company matching contributions under our 401(k) Plan. The 2025 median employee’s total compensation for purposes of determining the CEO Pay Ratio was $146,053; and the 2025 total compensation of our CEO for purposes of determining the CEO Pay Ratio was $10,273,735. Based on this information, our 2025 CEO Pay Ratio was 70 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.