Independent
Tenure on this board
3.2 yrs
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.
Elect the eight nominees named in the Proxy Statement to serve as directors for one-year terms until the next annual meeting.
Ratify 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.
An 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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 8.28% | 2,495,050 | $441M |
| 2 | BlackRock, Inc. | 5.30% | 1,598,229 | $283M |
| 3 | VICTORY CAPITAL MANAGEMENT INC | 5.02% | 1,513,656 | $268M |
| 4 | FMR LLC | 4.96% | 1,495,324 | $264M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.67% | 1,408,131 | $249M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,363,756 | $241M |
| 7 | Mawer Investment Management Ltd. | 4.35% | 1,311,025 | $232M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.79% | 1,142,316 | $202M |
| 9 | Black Creek Investment Management Inc. | 3.65% | 1,099,082 | $194M |
| 10 | STATE STREET CORP | 3.20% | 963,755 | $170M |
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