Independent
Tenure on this board
3.3 yrs
Meeting calendar
FCN · Annual meeting · Wednesday, June 3, 2026
Fti Consulting Inc
8 nominees · 3 ballot items.
Elect eight directors; ratify KPMG LLP as independent registered public accounting firm for 2026; and cast an advisory (non-binding) say-on-pay vote to approve the 2025 named executive officer compensation.
Market cap
$4.9B
1Y TSR
-8.3%
Board grade
B-
Record date
Mar 5, 2026
Filing
DEF 14A
Meeting concluded · Jun 3, 2026
Follow how the vote landed and what changed on Fti Consulting Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect the eight nominees named in the Proxy Statement to serve as directors for one-year terms until the next annual meeting.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.
- 3
Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORAn advisory (non-binding) resolution asking shareholders to approve the compensation of the Company’s named executive officers for the year ended December 31, 2025 as described in the Proxy Statement.
More detail
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s overall 2025 named executive officer (NEO) compensation as disclosed in the CD&A and proxy statement. Management seeks this advisory approval to confirm shareholder support for the design and outcomes of its compensation program, which emphasizes pay-for-performance through measures such as Adjusted EPS, Adjusted EBITDA, individual performance objectives, and long-term performance RSUs tied to relative TSR. The Compensation Committee explains that the program balances short- and long-term incentives, places a high percentage of pay at risk (90% for the CEO, 71.4% for other participating NEOs), and includes rigorous features such as capped payouts when TSR is negative, robust stock ownership requirements, clawback policy, and no single-trigger change-in-control acceleration. Company context includes record 2025 revenues and adjusted EPS, significant shareholder outreach (top 20 holders) and a prior 2025 say-on-pay result of ~99% support, which management cites as validation of its approach. The Board recommends FOR, arguing that the program aligns executive incentives with shareholder value creation, retention and succession planning, and competitive market practices informed by an independent advisor and peer-group analysis. Opposing perspectives generally argue that say-on-pay votes are a tool for shareholders to hold boards accountable for pay-for-performance alignment and may raise concerns about discretion in adjustments to non-GAAP metrics or generous severance; however, management discloses the specific metrics, targets and governance protections used to limit excessive risk-taking. Because the vote is advisory, a FOR outcome guides but does not legally bind the board; the Compensation Committee states it will consider shareholder voting results when making future compensation decisions. For a sophisticated evaluator, key issues to weigh include the specific metric definitions and discretionary adjustment authority (Compensation Committee’s ability to exclude items from Adjusted EBITDA/Adjusted EPS), the degree to which realized pay has tracked with multi-year TSR and Adjusted EPS outcomes, the impact of recent discretionary awards and severance arrangements, and the strength of the Company’s shareholder engagement and governance safeguards.
Director elections
Nominees on the ballot8
Independent
Tenure on this board
14.1 yrs
Independent
Tenure on this board
12.5 yrs
Also a director at
Duke Energy Corp (DUK)Enviri Corp (NVRI)
Not independent
Tenure on this board
12.5 yrs
Also a director at
Arrow Electronics Inc (ARW)
Independent
Tenure on this board
4.3 yrs
Independent
Tenure on this board
10.4 yrs
Independent
Tenure on this board
1.3 yrs
Also a director at
Brighthouse Financial Inc (BHF)
Independent
Tenure on this board
1.3 yrs
Also a director at
Midera Food Processing Inc (MFP)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 8.3% | 2,495,050 | $441M |
| 2 | BlackRock, Inc. | 5.3% | 1,598,229 | $283M |
| 3 | VICTORY CAPITAL MANAGEMENT INC | 5.0% | 1,513,656 | $268M |
| 4 | FMR LLC | 5.0% | 1,495,324 | $264M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 1,408,131 | $249M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,363,756 | $241M |
| 7 | Mawer Investment Management Ltd. | 4.3% | 1,311,025 | $232M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.8% | 1,142,316 | $202M |
| 9 | Black Creek Investment Management Inc. | 3.6% | 1,099,082 | $194M |
| 10 | STATE STREET CORP | 3.2% | 963,755 | $170M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Fti Consulting Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Booz Allen Hamilton Holding CorpBAH
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American Superconductor CorpAMSC
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Graham CorpGHM
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Power Solutions International IncPSIX
Annual meeting·Jul 23, 2026·$697M
Reference
Frequently asked questions
- When is the Fti Consulting Inc 2026 annual meeting?
- Fti Consulting Inc (FCN) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.
- What is the record date for the Fti Consulting Inc 2026 meeting?
- The record date for the Fti Consulting Inc 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Fti Consulting Inc's 2026 meeting?
- The board is presenting 8 director nominees at the Fti Consulting Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Fti Consulting Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Fti Consulting Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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