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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Sec.240.14a-12
FTI CONSULTING, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
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3)
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5)
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:


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555 12th Street NW
Washington, D.C. 20004
+1.202.312.9100
April 19, 2021
DEAR FELLOW SHAREHOLDERS:
You are invited to join us at the Annual Meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation, on Wednesday, June 2, 2021, at 9:30 a.m., Eastern Daylight Time, at our executive office located at 555 12th Street NW, Washington, D.C. 20004.
Attached you will find a Notice of Meeting and our Proxy Statement, which contains information regarding the proposals that the Board of Directors is submitting to a vote of the shareholders, as well as instructions on how to vote your shares of common stock.
If you plan to attend the meeting in person, you must register in advance by no later than May 20, 2021 and obtain an admission ticket. Please respond affirmatively to the request for that information on the Internet or mark that box on the proxy card if you received paper copies of the proxy materials. You will be asked to present your admission ticket and valid picture identification, such as a driver’s license or passport, to enter the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
Whether or not you attend the meeting in person, your vote is important to us. You can ensure that your shares are represented by promptly authorizing a proxy to vote your shares by telephone or the Internet or by completing, signing, dating and returning your proxy card or voting instruction card in the return envelope provided to you. Instructions on how to vote your shares or authorize a proxy to vote your shares begin on page 2 of the Proxy Statement.
Finally, the 2021 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Washington, D.C. 20004. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the annual meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/ press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
Sincerely,

Gerard E. Holthaus
Chairman of the Board

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FTI CONSULTING, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Meeting Date:
June 2, 2021

Meeting Place:
555 12th Street NW
Washington, D.C. 20004

Meeting Time:
9:30 a.m. (EDT)

Record Date:
March 4, 2021
ITEMS OF BUSINESS AND VOTE RECOMMENDATIONS:
Proposal Number
Proposal
Board Voting Recommendation
No. 1
Elect as directors the eight nominees named in the Proxy Statement
FOR each nominee
No. 2
Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2021
FOR
No. 3
Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2020 at the 2021 annual meeting of shareholders
FOR
The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof
N/A
Postponements and Adjournments:
Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above or at any time and date to which the meeting may be properly postponed or adjourned.
In-Person Meeting Admission:
Admission will be by ticket only. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Information about the Annual Meeting and Voting—How Do I Attend the Annual Meeting?”beginning on page 5 of the Proxy Statement. If you do not provide an admission ticket and comply with the photo identification requirements outlined on page 5, you will not be admitted to the 2021 annual meeting. Cameras, recording devices and other electronic devices will not be permitted at the 2021 annual meeting.
Annual Meeting Location:
The 2021 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Washington, D.C. 20004. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the annual meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
Voting:
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. For specific instructions on how to vote your shares or authorize a proxy to vote your shares, please refer to the section titled “Information about the Annual Meeting and Voting” beginning on page 2 of the Proxy Statement. Make sure to have your proxy card or voting instruction form in hand to vote as follows:

In-person at
the in-person
Annual Meeting

By telephone at
+1.800.690.6903

Over the Internet at
www.proxyvote.com

By mailing your
completed proxy card in
the envelope provided
By Order of the Board of Directors,


Joanne F. Catanese
Associate General Counsel and Corporate Secretary
April 19, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 2, 2021 (the “Annual Meeting”): We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2020 Annual Report on or about April 19, 2021. Our Proxy Statement and Annual Report are available online at www.proxyvote.com.

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PROXY SUMMARY
This Proxy Summary highlights certain information contained elsewhere in this proxy statement (“Proxy Statement”) for the annual meeting of shareholders on June 2, 2021. This Proxy Summary does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.
GENERAL INFORMATION
Date:
June 2, 2021
Time:
9:30 a.m., Eastern Daylight Time
Location: *
FTI Consulting, Inc.
555 12th Street NW
Washington, D.C. 20004
Record Date:
Close of business on March 4, 2021
Stock Symbol:
FCN
Exchange:
New York Stock Exchange
Common Stock Outstanding as of the Close of Business on the Record Date Entitled to Vote at the Annual Meeting:
34,217,718 shares of common stock, par value $0.01 per share (“Common Stock”)
Registrar and Transfer Agent:
American Stock Transfer & Trust Company
State of Incorporation:
Maryland
Year of Incorporation:
1982
Public Company Since:
1996
Corporate Website:
www.fticonsulting.com
*
The 2021 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Washington, D.C. 20004. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the annual meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
Forward-Looking Information Statement
. This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. Website references and references to policies and reports throughout this document are provided for convenience only, and the content of referenced websites, policies and reports is not incorporated by reference into this document.
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ABOUT FTI CONSULTING

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FIVE SEGMENTS, ONE PURPOSE
FTI Consulting is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political and regulatory, reputational and transactional. With more than 6,300 employees located in 28 countries, we are the firm our clients call on when their most important issues are at stake.

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2020 ACHIEVEMENTS
2020 presented unprecedented challenges for individuals and organizations across the globe. FTI Consulting’s top-line growth in the face of the coronavirus disease 2019 (COVID-19) (“COVID-19”) pandemic, in the face of all the challenges it has created for our clients and for our teams is a powerful testament to the strength of our enterprise, its relevance to clients facing major events, and, most important, the dedication and resilience of our more than 6,300 employees across the globe.

(1)
Equity market capitalization has been calculated by multiplying the number of total shares of Common Stock outstanding on December 31, 2020, by the closing price per share on December 31, 2020.
See Appendix B
for the definitions of earnings per diluted share (“EPS”), as adjusted (“Adjusted EPS”), Free Cash Flow and other non-GAAP financial measures for financial reporting purposes referred to in this Proxy Statement and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures.
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OUR STRATEGY FOR SUSTAINABLE GROWTH
Sustainable growth in professional services comes from attracting, developing and promoting great professionals with ambitions to grow their businesses. Over the last several years, our financial results have shown that if we do the right things for our business over any medium-term period, even though quarters and market conditions can fluctuate, through those efforts we can build a powerful growth engine.
This means not overreacting to temporary factors that are out of management’s control and being willing to support our strong businesses and professionals in the face of short-term market headwinds because we believe over any multi-year period, the financial performance of great professional services firms is dictated by the fundamentals of the business, such as:
Investing to promote, support and attract talented professionals who can strengthen and build leading positions in areas of critical client needs.
Investing EBITDA behind key growth areas in which we have a right to win.
Leveraging investments to build positions that will support profitable growth on a sustained basis through a variety of economic conditions.
Actively evaluating and considering opportunistic acquisitions but committing on a day-in, day-out basis to growth by organic means.
Maintaining a strong balance sheet and committing to using our strong cash flow generation to enhance shareholder returns.
Creating a diverse, inclusive and high-performing culture where our professionals can grow their career and achieve their full potential.
Being a responsible corporate citizen that drives positive change in the communities in which we do business.
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Our Strategy in Action – A Powerful Platform for Sustainable Growth


(1)
See Appendix B
for the definitions of Adjusted EBITDA, Adjusted EPS and other non-GAAP financial measures for financial reporting purposes referred to in this Proxy Statement and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. Certain of these non-GAAP financial measures are not defined the same as the similarly named financial measures used to establish annual incentive pay (“AIP”).
(2)
2017 GAAP EPS includes $44.9 million, or $1.14 per share, benefit from the impact of adopting the 2017 U.S. Tax Cuts and Jobs Act.
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LIVING OUR CORE VALUES IN TRYING TIMES – OUR RESPONSE TO COVID-19
In a year that brought so many challenges, our teams did an incredible job of keeping our people safe and supporting them and their families, all while delivering for our clients and supporting our communities in unprecedented ways.
Our People


By April 2020, approximately 95% of our people around the world were working remotely, a level that has been largely maintained through the beginning of 2021. To address the evolving restrictions across the 28 countries in which FTI Consulting does business, our Chief Human Resources Officer and Chief Risk and Compliance Officer formed a Global COVID-19 Taskforce of professionals representing human resources, real estate and facilities, information technology and communications to keep our people both safe and informed. We also committed to supporting our people in various ways:
Continued to pay our employees whose job responsibilities normally reside in the office.
Enhanced our focus and commitment to flexible work hours to allow our people to meet personal and family commitments.
Global COVID-19 Taskforce updated all staff on a weekly basis on COVID-19-related developments and policies.
Increased investment and support for information technology services, enabling business continuity.
Expanded our employee assistance program offerings and policies, including introducing enhanced childcare, elder care and mental health services.
Maintained investment in developing our people, by providing talent development training to 96% of professionals by swiftly virtualizing our talent development offering to support remote learning.
Facilitated virtual teaming events to maintain strong morale and connectivity across our global workforce.
Provided those who are working in our offices with personal protective equipment (“PPE”).
Established policies and procedures for a safe return to work, where applicable.
Our Clients


From the onset of the pandemic, our teams leveraged their expertise, collaborating and innovating to deliver for our clients as they faced unparalleled challenges, including, among other examples:
Advising numerous clients within industries most impacted by the COVID-19 pandemic, e.g., airlines, REITs, restaurants, entertainment venues and gyms, on their liquidity issues.
Working with the Office of the Mayor of the City of New York to help source, vet and recommend qualified suppliers for 12 critical categories of medical PPE items, ultimately sourcing and distributing over $300 million worth of PPE.
Helping New York City-based Mt. Sinai Health face the unprecedented COVID-19 surge by planning for its tremendous needs in terms of clinical staffing, system deployment and surge capacity.
Supporting numerous vaccine producers with attaining regulatory approval of their COVID-19 vaccines within countries and across continents.
Moving client data from our review centers to a secure and virtually managed review platform, ensuring business continuity.
Implementing new processes for digital forensics to collect and analyze data remotely.
Introducing proprietary tools to support enhanced virtual testimony for our backlogged court system.
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Our Communities


The COVID-19 pandemic shaped the course of 2020 and has continued to impact people around the world in many different ways. The global crisis caused or created lasting effects on communities and industries of all kinds, from healthcare and food security, to elderly and disabled care, to educational and professional development, and more. While many events were canceled, and traditional volunteering opportunities grew increasingly limited, FTI Consulting experts responded to the COVID-19 pandemic in various creative ways with one common goal: to help make a difference.
Of the many ways FTI Consulting employees rolled up their sleeves and helped their communities persevere through the pandemic, some of the highlights include:
Supporting frontline healthcare workers by cooking and delivering healthy meals to COVID-19 testing sites and hospitals, as well as making charitable donations to support healthcare organizations.
Making and distributing masks in their communities by utilizing their sewing skills and by procuring personal protective equipment to share with FTI Consulting colleagues in other parts of the world.
Assisting vulnerable members of their communities, from mowing lawns and shoveling driveways to working with community organizations to coordinate food deliveries and making time to connect with vulnerable individuals whose mental health could benefit from connection and support.
Providing pro bono expertise to organizations that work to alleviate the effects of COVID-19, including analyzing the economic and social impacts of COVID-19 in developing countries for the Humanitarian Aid Relief Trust and serving as internal communications and public relations experts for the UK National Health Service.
Donating funds allocated for office holiday parties to charitable organizations dedicated to addressing global hunger in the wake of COVID-19.
In addition to the tremendous volunteering and pro bono efforts, FTI Consulting employees raised more than $500,000 through donations and corporate matching to support over 75 community-based organizations helping those most impacted by the COVID-19 pandemic.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES, POLICIES, PROGRESS AND ACHIEVEMENTS
The Company’s policies relating to Environmental, Social & Governance (“ESG”) topics can be found on the Governance section of the Company’s website at www.fticonsulting.com/about/governance. FTI Consulting’s core values guide our approach to ESG topics:
Environmental: FTI Consulting recognizes that climate change is a global threat and one of the most significant environmental challenges of our time. The Company and our employees are committed to doing our part in addressing climate change and reducing the Company’s collective environmental impact.
Social: We seek to foster a diverse and inclusive culture, to be the Company of choice for professionals to build and advance in their career and to empower our people to do good in our communities.
Governance: Our approach to corporate governance is informed by principled actions, effective decision making and appropriate monitoring of compliance, risks and performance.
Environmental


Sustainability
18% reduction in global office square footage per employee from 2018 to 2020.
36% reduction in total energy consumed (megawatt hours) from 2018 to 2020.
Reduced emissions intensity per employee from 7.05 MT CO2e in 2018 to 6.53 MT CO2e in 2019 and 2.59 MT CO2e in 2020.
65% of employees sit in LEED-certified (or equivalent) buildings.
Commitment to reducing environmental impact from the Company’s office locations by focusing on:

Occupying building locations that are LEED-certified (or equivalent).

Implementing energy efficiency measures for all new office build outs.

Utilizing materials that meet stringent guidelines for reduced emissions.

Minimizing the creation of waste and implementing waste diversion practices regarding office operations.
Recent office build outs that include installations of bottle filler stations have offset the landfill waste associated with 100,000 single-use plastic bottles annually.
Server infrastructure has been 90+% virtualized.
For more information about FTI Consulting’s Environmental practices and the methodology used to calculate environmental impact, please review the Company’s Environmental Responsibility & Climate Change Disclosure Policy.
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Social

Corporate Citizenship
Participant of the United Nations’ Global Compact.
FTI Consulting professionals supported more than 1,500 charitable organizations in 2020 through the Company’s Corporate Citizenship Program.
Since 2018, FTI Consulting professionals have provided more than 15,000 hours of volunteer service.
Since 2018, FTI Consulting professionals have donated more than $5.7 million in pro bono services to community-based organizations.
Employees are provided up to 35 hours each year to participate in a pro bono project that count toward their utilization.
Employees receive a full day of FTI Consulting-sponsored volunteer time and are eligible to participate in the Company’s Employee Matching Gift Program.
More than 85 Corporate Citizenship Champions across the globe serve as advocates for corporate citizenship at the local office level.
Diversity, Inclusion & Belonging
Signatory of the CEO Action for Diversity & Inclusion pledge.
Introduced our Action Plan to Turbocharge Diversity, Inclusion & Belonging Initiatives, centered around four pillars:

Reinvigorate our efforts to support, promote and retain diverse talent.

Double-down on efforts to attract diverse talent.

Leverage our expertise to help the world more broadly.

Keep the dialogue alive.
Created, hired and assimilated Global Diversity, Inclusion & Belonging Team to drive efforts globally.
80% of our Named Executive Officers represent diverse groups.
40% of our Executive Committee represents diverse groups.
Published our workforce gender and ethnicity demographics data for U.S.- and UK-based employees.
Reached goal of 100 female Senior Managing Directors in 2020, an increase of 15% compared to 2019.
Increased women in management positions by 37% in 2020 compared to 2018.
Achieved 50/50 gender balance in university and graduate hiring in 2020.
Increased hiring of Black professionals by 43% in the U.S. and 70% in the UK in 2020 compared to 2019.
Increased hiring of Asian professionals by 36% in the U.S. in 2020 compared to 2019.
Set goal of reaching 165 female Senior Managing Directors by 2025, an increase of 65% compared to 2020.
Set goal of reaching 120 underrepresented minority (URM) Senior Managing Directors by 2025, representing a more than doubling of URM Senior Managing Directors compared to 2020.
Extended our 50/50 gender balance hiring target to include Consultant and Senior Consultant levels in 2020.
1,621 Director level and above professionals have completed inclusive culture training, with 350 participating virtually in 2020.
For more information, please view our Global Diversity, Inclusion & Belonging Strategy.
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Human Capital
Employee voluntary turnover rate of 8% in 2020, marking the lowest voluntary turnover rate in Company history.
Achieved the highest-ever annual employee engagement scores, with 85% job satisfaction in 2020 (1).
Expanded employee assistance program offerings and policies, including introducing enhanced childcare, elder care and mental health services.
Our Global Health & Safety and Human Rights policies protect the health and safety of our people and uphold individual human rights across our global platform.
Established policies and procedures in response to the COVID-19 pandemic for a safe return to work, where applicable.
Professional Development
96% of employees participated in talent development training programs in 2020, up from 83% in 2019.
Employees logged 74,678 total training hours in 2020, more than double the 31,268 hours logged in 2019.
Average annual training hours per employee of 13.0 hours in 2020 compared to 7.1 hours in 2019.
Globalized FTI University, resulting in a doubling of professionals attending FTI University compared to 2019.
895 professionals were selected for and completed leadership training programs in 2020.
Offered 595 webinar training sessions in 2020 to support our remote workforce.
Employees reported an 87% satisfaction rating for talent development courses taken in 2020.
Over 1,000 professionals promoted in 2020, a record number.
Governance

Board Oversight
The Nominating, Corporate Governance and Social Responsibility Committee oversees FTI Consulting’s ESG strategy and performance.
Best Practice Board Leadership
87.5% of the Board represents independent directors.
Independent non-employee Chairman of the Board.
100% independent committee membership.
Annual election of directors by majority in uncontested elections, with director resignation policy.
25% of directors are female.
25% of directors are based outside of the U.S.
(1)
Employee engagement statistics are based on employee responses to the Company’s 2020 Great Place to Work® survey.
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Shareholder Rights
No poison pill.
No outstanding enhanced voting rights shares.
Compliance & Business Ethics
Code of Ethics and Business Conduct Policy supported by training offered to all employees globally.
Privacy Policy and mandatory periodic information technology security and privacy training.
Third-party contractors must acknowledge FTI Consulting’s Anti-Corruption Policy and Vendor Code of Conduct.
Policy on Reporting Concerns and Non-Retaliation and access to anonymous FTI Consulting Integrity Helpline.
Policy on Insider Information and Insider Trading supported by training offered to all employees globally.
Maintain policies related to specific legal and business requirements, such as anti-corruption laws, privacy laws and international sanctions rules.
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KEY ELEMENTS OF 2020 COMPENSATION PROGRAM
Executive compensation is strongly linked to the financial and operational performance of the Company. The charts below demonstrate that the Company’s executive compensation program of base pay, AIP and long-term incentive pay (“LTIP”) balances fixed and at-risk pay, with 86.7% of the CEO’s target annual total compensation at-risk and 66.7% of our other named executive officers’ target annual total compensation at-risk:
2020 CEO’s Compensation at Target
2020 Other NEOs’ Compensation at Target  


2020 SHAREHOLDER ENGAGEMENT AND OUTREACH
CONSIDERATION OF MOST RECENT SAY-ON-PAY VOTE RESULTS
At our 2020 annual meeting of shareholders, our shareholders expressed support for our executive compensation program with approximately 99.3% of the votes cast in favor of our say-on-pay proposal approving named executive officer compensation for the year ended December 31, 2019. Our compensation decisions were informed by discussions in the second half of 2019 with our shareholders holding approximately 60.0% of our outstanding shares. These discussions reinforced our belief that the changes we have adopted over the past several years were responsive to our shareholders’ feedback. See the section titled “Information about Our Executive Officers and Compensation—Compensation Discussion and Analysis—What Guides Our Program—How We Make Compensation Decisions—The Decision-Making Process” beginning on page 42 of this Proxy Statement.
ROBUST SHAREHOLDER ENGAGEMENT AND OUTREACH
We have a robust shareholder engagement program that proactively offers shareholders access to management and the Board at multiple touchpoints throughout the year. We regularly speak with a broad spectrum of our shareholders on a variety of topics. Such communications allow us to provide perspective on Company policies and practices, stay attuned to shareholder sentiment on a variety of issues, and address shareholder concerns with our policies and practices, when appropriate. Generally, we communicate with our major shareholders through our executive management and investor relations professionals. Periodically, our Chairman of the Board and Chair of the Compensation Committee communicate with major shareholders as well, which allows our directors to directly solicit and receive our shareholders’ views on our strategy, performance and executive compensation program.
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Fall
Informed by our summer report, we extend an invitation to our 20 largest shareholders to assess corporate governance and compensation trends and practices that are important to them.

Winter
Report shareholder feedback from our fall meetings to the Board and use shareholder feedback to enhance our proxy disclosure and make appropriate changes to our governance practices and executive compensation program.

Spring
Conduct follow-up conversations with our largest shareholders and extend an invitation to our 20 largest shareholders to discuss important issues that will be considered at our upcoming annual meeting.

Summer
Prepare a report for the Board that includes a review of voting results and feedback we received from our shareholders during the proxy season. This discussion informs outreach and engagement plans for our meetings with shareholders during the fall.
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BOARD COMPOSITION AND CHARACTERISTICS
Our director nominees are a diverse group of experienced business leaders who provide unique perspectives to the Company’s business discussions and strategic plans, which we believe is critical to ensuring that we maintain 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 diverse expertise and skills that enable them to effectively carry out their duties and responsibilities. Since 2014, we have added three new directors as part of our ongoing Board refreshment process, improving the Board’s gender diversity by adding a second female director and enhancing the Board’s collective expertise — notably in finance and accounting, global business and other public company board experience.
87.5%

Independent
Directors
25%

Female
Directors
9.4 Years

Average Tenure
(50% - 5 to 7 years)
67

Average Age
25%

Directors Based
Outside of U.S.
Detailed information on each of our eight nominees can be found in the section titled “Information about the Board of Directors and Committees—Information about the Nominees for Director” beginning on page 12 of this Proxy Statement.
 
 
 
 
Committee Membership
Director
Age
Director
Since
Independent Directors
Audit
Compensation
Nominating,
Corporate
Governance and
Social
Responsibility
Gerard E. Holthaus
Lead Independent Director of WillScot Mobile Mini Holdings Corp.
71
2004
 
Steven H. Gunby
President and Chief Executive Officer of FTI Consulting, Inc.
63
2014
Brenda J. Bacon
President and Chief Executive Officer of Brandywine Senior Living LLC
70
2006
 
C
Mark S. Bartlett
Former Partner at Ernst & Young LLP
70
2015
Claudio Costamagna
Chairman of CC e Soci S.r.l.
65
2012
 
C
 
Sir Vernon Ellis
Former Chair of the Board of Trustees of the British Council
73
2012
Nicholas C. Fanandakis
Senior Advisor to the Chief Executive Officer of DuPont de Nemours, Inc.
65
2014
C
 
 
Laureen E. Seeger
Chief Legal Officer of the American Express Company
59
2016

Independent Chairman of the Board
  C
Committee Chair
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SUMMARY OF VOTING PROPOSALS AND BOARD RECOMMENDATIONS
Proposal Number
Proposal
Board Voting Recommendation
No. 1
Elect as directors the eight nominees named in the Proxy Statement
FOR each nominee
Each of the eight incumbent directors has been nominated by the Board to stand for reelection as directors of the Company. Each nominee, if elected, will serve as a director for a term until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies, or until his or her death, resignation, retirement or removal (whichever occurs first). (See page 11)
No. 2
Ratify the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2021
FOR
Our Audit Committee has appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm to audit our books and records for the year ending December 31, 2021. KPMG has acted as our auditor since 2006. We are offering shareholders the opportunity to ratify the appointment of our independent registered public accounting firm as a matter of good corporate governance practice. (See page 28)
No. 3
Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2020 at the 2021 annual meeting of shareholders
FOR
In accordance with applicable law and the preference of our shareholders to cast an advisory (non-binding) vote on say-on-pay every year, we are affording our shareholders the opportunity to cast an advisory (non-binding) vote to approve the following resolution:
“RESOLVED, that the shareholders approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the year ended December 31, 2020 as described in the Proxy Statement for the 2021 Annual Meeting of Shareholders.” (See page 29)

The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof
N/A
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555 12th Street NW
Washington, D.C. 20004
+1.202.312.9100
April 19, 2021
PROXY STATEMENT for 2021 ANNUAL MEETING of SHAREHOLDERS
The Annual Meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation (the “Company” or “FTI Consulting”), will be held on June 2, 2021 (the “Annual Meeting”), at 9:30 a.m., Eastern Daylight Time, at FTI Consulting’s principal executive office, which is located at 555 12th Street NW, Washington, D.C. 20004.
Our Board of Directors (our “Board”) is soliciting our shareholders’ proxies to be voted at our Annual Meeting. Shareholders of the Company as of the close of business on March 4, 2021, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment of the Annual Meeting.
This proxy statement (“Proxy Statement”) provides information that you should read before you vote (or authorize a proxy to vote) on the proposals that will be presented to you at the Annual Meeting and is intended to assist you in deciding how to vote your shares of common stock, par value $0.01 per share (“Common Stock”), of the Company.
On or about April 19, 2021, we began mailing or emailing to shareholders of record as of the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2020 (the “Annual Report”) online, and we began sending a full set of the proxy materials and Annual Report to shareholders who previously requested paper copies.
Finally, the Annual Meeting is currently scheduled to be held at 555 12th Street NW, Washington, D.C. 20004. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY AM I RECEIVING THESE PROXY MATERIALS?
You are invited to attend the Annual Meeting and are entitled to consider and vote on the items of business described in this Proxy Statement. The proxy materials include the Notice and our Annual Report. If you received a paper copy of these materials by mail or email, the proxy materials also include a proxy card or voting instruction card for the Annual Meeting.
The information in this Proxy Statement describes (i) the proposals to be considered and voted on at the Annual Meeting, (ii) the voting process, (iii) the eight nominees for director named in this Proxy Statement, (iv) information about our Board and committees of our Board (collectively, the “Committees”), (v) the compensation of our named executive officers (each an “NEO,” and collectively, the “NEOs”) and non-employee directors for the year ended December 31, 2020, and (vi) certain other information we are required or have chosen to provide to you.
WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS?
We are sending a Notice, by mail or email, to many shareholders instead of paper copies of the proxy materials and Annual Report. All shareholders receiving the Notice will find instructions on how to access this Proxy Statement and our Annual Report on the website referred to in the Notice or how to request a printed set of these materials at no charge. Choosing to receive future proxy materials and annual reports over the Internet or by email will save us the cost of printing and mailing documents and will reduce the impact on the environment of holding annual meetings. Your election to receive the proxy materials and annual reports over the Internet or by email will remain in effect until it is terminated. Your Notice will contain instructions on how to:
view our proxy materials for the Annual Meeting on the Internet;
view our Annual Report on the Internet;
vote your shares of Common Stock of the Company or authorize a proxy to vote your shares; and
instruct us to send future proxy materials to you by mail or electronically by email.
WHY DID I RECEIVE PAPER COPIES OF THE PROXY MATERIALS AND ANNUAL REPORT?
We are providing some of our shareholders, including shareholders who have previously requested paper copies of the proxy materials and Annual Report and some of our shareholders who live outside the United States (“U.S.”), with paper copies of this Proxy Statement and the Annual Report, instead of the Notice. In addition, any shareholder may request to receive proxy materials and annual reports in printed form by mail or electronically by email or over the Internet on an ongoing basis.
HOW CAN I REQUEST PAPER COPIES OF THE PROXY MATERIALS AND ANNUAL REPORT?
Shareholders will find instructions about how to obtain paper copies of the proxy materials and Annual Report in the Notice or the email you receive. Additionally, we will promptly send a copy of the Annual Report to you at no charge upon written request to our Corporate Secretary at FTI Consulting, Inc., 6300 Blair Hill Lane, Suite 303, Baltimore, MD 21209 or by email to FTI2021annualmeeting@fticonsulting.com.
WHEN AND WHERE WILL THE COMPANY HOLD THE ANNUAL MEETING?
The Annual Meeting will be held on Wednesday, June 2, 2021, at 9:30 a.m., Eastern Daylight Time. If held in person, the Annual Meeting will be held at our executive office located at 555 12th Street NW, Washington, D.C. 20004, telephone no. +1.202.312.9100.
However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/ press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
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WHO MAY VOTE AT THE ANNUAL MEETING?
You may vote all of the shares of our Common Stock that you own as of the close of business on the Record Date. You may cast one vote for each share that you own. As of the close of business on the Record Date, 34,217,718 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.
WHAT IS A QUORUM?
A quorum must be present at the Annual Meeting in order to transact business. A quorum will be established if shareholders entitled to cast a majority of all votes entitled to be cast are represented at the Annual Meeting, either in person or by proxy. If a quorum is not established, no business may be conducted at the Annual Meeting, in which case the Annual Meeting may be adjourned without a vote of shareholders by the chairman of the Annual Meeting until such time as a quorum is present, with no notice other than announcement at the Annual Meeting.
Proxies received and marked as abstentions from voting on a proposal and broker non-votes are counted for determining whether a quorum is present. A “broker non-vote” results when a trust, broker, bank, or other nominee or fiduciary that holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules of the New York Stock Exchange (the “NYSE”), does not have the discretionary authority to vote on a matter. If a properly executed proxy has not been returned, the holder is not present for quorum purposes unless actually present in person at the Annual Meeting.
WHAT AM I VOTING ON, HOW MANY VOTES ARE REQUIRED TO ELECT DIRECTORS AND APPROVE THE OTHER PROPOSALS, AND HOW DOES THE BOARD RECOMMEND I VOTE?
Proposal No. 1: Elect as directors the eight nominees named in the Proxy Statement
As there are eight nominees for the eight director seats up for election, each nominee will be elected as a director if he or she receives the affirmative vote of a majority of the total votes cast “FOR” and “WITHHELD” with respect to his or her election as a director at the Annual Meeting. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “WITHHELD” with respect to a director’s election and will have no effect on the election of directors.

The Board recommends a vote FOR the election of each nominee as a director.
Proposal No. 2: Ratify the appointment of KPMG LLP (“KPMG”) as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2021
Ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2021 requires a majority of the votes cast on the proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions will not count as votes cast either “FOR” or “AGAINST” Proposal No. 2 and will have no effect on the results of the vote on this proposal. Discretionary voting is permitted by the NYSE on this proposal, and, therefore, we do not anticipate any broker non-votes for this proposal.

The Board recommends a vote FOR the ratification of the appointment of KPMG.
Proposal No. 3: Vote on an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2020 at the 2021 Annual Meeting of Shareholders
The approval of an advisory resolution approving the compensation of our named executive officers for the year ended December 31, 2020 as described in this Proxy Statement for the Annual Meeting requires a majority of the votes cast on this proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3 and will have no effect on this proposal. However, this proposal is an advisory (non-binding) proposal.

The Board recommends a vote FOR the advisory (non-binding) resolution to approve the compensation of our named executive officers for the year ended December 31, 2020 as described in the Proxy Statement for the 2021 annual meeting of shareholders.
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If you sign, date and return a proxy card but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board’s above recommendations and in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.
CAN I VOTE MY SHARES BY FILLING OUT AND RETURNING THE NOTICE?
No. The Notice identifies the items to be considered and voted on at the Annual Meeting, but you cannot vote by marking and returning the Notice. The Notice provides instructions on how to authorize a proxy to vote your shares of Common Stock by Internet, by telephone or by requesting a paper proxy card, or how to vote in person by attending and submitting a ballot at the Annual Meeting.
WHO PAYS THE COSTS OF THE PROXY SOLICITATION?
The Company will pay the cost of soliciting proxies. In addition to the mailing or emailing of the Notice, the proxy materials and the Annual Report, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our officers, directors and employees, who will not receive any additional compensation for such solicitation activities.
WHAT DOES IT MEAN IF I RECEIVED MORE THAN ONE PROXY CARD OR VOTING INSTRUCTION CARD?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with our transfer agent and/or a broker, trust, bank, or other nominee or fiduciary or you may hold shares in different ways or in multiple names (such as through joint tenancy, trusts and custodial accounts). Please vote all your shares.
WILL MY SHARES BE VOTED IF I DO NOT COMPLETE, SIGN, DATE AND RETURN MY PROXY CARD OR VOTING INSTRUCTION CARD, OR VOTE BY SOME OTHER METHOD?
If you are a registered “record” shareholder and you do not authorize a proxy to vote your shares of Common Stock by Internet, by telephone or by completing, signing, dating and returning a paper proxy card or voting instruction card, your shares will not be voted unless you attend the Annual Meeting and vote in person. In addition, if you sign, date and return a proxy card but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board’s recommendations and in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.
If your shares are held in a brokerage account or by a trust, bank, or other nominee or fiduciary, you are considered the “beneficial owner” of shares held in “street name,” and the Notice or proxy materials were forwarded to you by that organization. In order to vote your shares, you must follow the voting instructions forwarded to you by or on behalf of that organization. Brokerage firms, trusts, banks, and other nominees and fiduciaries are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct the record holder how to vote, and you are also invited to attend the Annual Meeting. We encourage you to provide instructions to your broker, trust, bank, or other nominee or fiduciary on how to vote your shares. Since a beneficial owner is not the record shareholder, you may not vote the shares at the Annual Meeting unless you obtain a legal proxy from the record holder giving you the right to vote the shares at the meeting. We note that obtaining a legal proxy may take several days.
Even if you do not provide voting instructions on your voting instruction card, if you hold shares through an account with a broker, trust, bank, or other nominee or fiduciary, your shares may be voted. Brokerage firms have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. Proposal No. 2, to ratify the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2021, is considered a routine matter for which brokers, trusts, banks, and other nominees and fiduciaries may vote in the absence of specific instructions.
When a proposal is not considered “routine” and the broker, trust, bank, or other nominee or fiduciary has not received voting instructions from the beneficial owner of the shares with respect to such proposal, such firm cannot vote the shares on that proposal. All proposals, other than Proposal No. 2, are non-routine proposals. Votes that cannot be cast by a broker, trust, bank, or other nominee or fiduciary on non-routine matters are known as “broker non-votes.”
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HOW CAN I REVOKE MY PROXY AND CHANGE MY VOTE PRIOR TO THE ANNUAL MEETING?
You may change your vote at any time prior to the vote taken at the Annual Meeting. You may revoke or change your vote in any one of four ways:
You may notify our Corporate Secretary, at our office at 6300 Blair Hill Lane, Suite 303, Baltimore, MD 21209 or by email to FTI2021annualmeeting@fticonsulting.com, in writing that you wish to revoke your proxy.
You may submit a proxy dated later than your original proxy.
You may attend the Annual Meeting and vote by ballot if you are a shareholder of record. Merely attending the Annual Meeting will not by itself revoke a previously authorized proxy. You must submit a ballot and vote your shares of Common Stock at the Annual Meeting.
For shares you hold beneficially or in street name, you may change your vote by following the specific voting instructions provided to you by the record holder to change or revoke any instructions you have already provided or, if you obtained a legal proxy from your broker, trust, bank, or other nominee or fiduciary giving you the right to vote your shares, by attending the Annual Meeting and voting. Again, attendance alone will not by itself revoke a previously authorized proxy.
HOW DO I ATTEND THE ANNUAL MEETING?
The Annual Meeting is currently scheduled to be held at 555 12th Street NW, Washington, D.C. 20004. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at https://ir.fticonsulting.com/press-releases and https://www.virtualshareholdermeeting.com/FCN2021 where you will also find information on how to attend the virtual meeting.
If you plan to attend the Annual Meeting, you must register in advance by no later than May 20, 2021 and follow these instructions to gain admission. Attendance at the Annual Meeting is limited to shareholders as of the close of business on the Record Date or their authorized proxy holders or representatives. Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, and electronic devices will not be allowed in the meeting room. To gain admission to an in-person Annual Meeting, you must present an admission ticket and valid picture identification, such as a driver’s license or passport.
If You Vote by Mail. If you are a shareholder of record and receive your proxy materials by mail, you must mark the box on the proxy card you return to the Company indicating that you will attend the Annual Meeting. Your admission ticket is attached to your proxy card.
If You Vote by Internet. If you are a shareholder of record and receive your materials electronically and authorize a proxy to vote your shares of Common Stock via the Internet, there will be instructions to follow when voting to register to attend the Annual Meeting and print out your admission ticket.
Beneficial Owners. If you are a beneficial owner, bring the notice or voting instruction card that you received from the record holder to be admitted to the Annual Meeting. You will also be asked to present your brokerage statement reflecting your ownership of shares as of the close of business on the Record Date. You will not be able to vote your shares at the Annual Meeting without a legal proxy from the record holder.
Authorized Proxy Holder or Named Representatives. If you are a shareholder as of the close of business on the Record Date and intend to appoint another individual as a proxy holder or authorized named representative to attend the Annual Meeting on your behalf, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at FTI Consulting, Inc., 6300 Blair Hill Lane, Suite 303, Baltimore, MD 21209, by fax to +1.410.951.4878 or by email to FTI2021annualmeeting@fticonsulting.com. Each shareholder may appoint only one proxy holder or authorized representative to attend the meeting on his or her behalf. Requests for authorized proxy holders or named representatives to attend the Annual Meeting must be received by no later than Thursday, May 20, 2021. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you own shares of Common Stock of the Company as of the close of business on the Record Date (such as a brokerage statement showing your name and address or a letter from the
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brokerage firm, trust, bank, or other nominee or fiduciary holding your shares); (iii) a signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares at the meeting.
We reserve the right to deny entry to the Annual Meeting if the above conditions are not satisfied.
ADDITIONAL INFORMATION
On or about April 19, 2021, we began sending a Notice of Internet Availability of Proxy Materials, including Internet availability of the Annual Report, or the Notice of the Annual Meeting, this Proxy Statement and the Annual Report in paper copies, to the Company’s shareholders of record as of the close of business on the Record Date. The Annual Report does not constitute a part of the proxy solicitation materials. The Annual Report provides you with additional information about the Company. Copies of our Notice of Annual Meeting, Proxy Statement and Annual Report are available on the Company’s website at https://www.fticonsulting.com under “About—Governance— Annual Reports & Proxy Statements—Annual Reports” and “About—Governance—Annual Reports & Proxy Statements—Proxy Statements.”
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INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES
THE DIRECTOR NOMINATION PROCESS
IDENTIFICATION OF CANDIDATES AS DIRECTORS FOR ELECTION AT THE ANNUAL MEETING
Our Board currently consists of eight directors, seven of whom are independent. During the first quarter of each year, the Board and each Committee conducts a self-assessment, which helps to inform the director nomination process. The Nominating, Corporate Governance and Social Responsibility Committee works with our Board to develop the qualifications, attributes and experience required of Board nominees in light of current Board composition, our business and operations, our long-term and short-term plans, applicable legal and listing requirements, and other factors the Nominating, Corporate Governance and Social Responsibility Committee considers relevant.
The Nominating, Corporate Governance and Social Responsibility Committee is authorized, in its sole discretion, to engage outside search firms and consultants to assist with the process of identifying and qualifying candidates for nomination as directors and has the sole authority to negotiate the fees and terms of the retention of such advisors.
The Nominating, Corporate Governance and Social Responsibility Committee evaluates incumbent directors for reelection each year as if they were new candidates. It may identify other candidates for nomination as directors, if necessary, through recommendations from our directors, management, employees, shareholders or outside consultants, as well as through the formal shareholder nomination process described under the section titled “Corporate Governance—Shareholder Nominees for Director” on page 27 of this Proxy Statement. The Nominating, Corporate Governance and Social Responsibility Committee will evaluate candidates in the same manner, regardless of the source of the recommendation.
As part of its refreshment efforts, the Nominating, Corporate Governance and Social Responsibility Committee focuses on ensuring that the non-employee director candidates are independent and have a diverse skill set based on industry and company specific knowledge and will bring unique perspectives to the Board. The Nominating, Corporate Governance and Social Responsibility Committee will also consider gender and other diversity-related attributes when evaluating candidates. Specifically, the refreshment process entails:

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Key director attributes that are considered by the Nominating, Corporate Governance and Social Responsibility Committee and the Board include:
Leadership Experience. Experience holding a significant leadership position in a complex organization or experience dealing with complex problems, including a practical understanding of strategy, processes, risk management and other factors that accelerate growth and change.
Finance or Accounting Experience. Experience with finance and/or financial reporting that demonstrates an understanding of finance and financial information and processes.
Services or Industry Experience. Experience with our key practice offerings or client industries — such as capital markets, mergers and acquisitions, restructuring, consulting, energy, financial institutions, healthcare and telecom, media and technology — to deepen the Board’s understanding and knowledge of our business.
Government Experience. Experience working constructively and proactively with governments and agencies, both foreign and domestic.
Other Public Company Board Experience. Experience serving on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management and the relationships among the board, the chief executive officer and other members of senior management.
Global Experience. Experience managing or growing companies outside the U.S. or with global companies to broaden our knowledge, help direct our global expansion and help navigate the hurdles of doing business outside the U.S.
Diversity. Diversity of gender, background, professional skills and work experience to bring unique perspectives to the Board to help broaden the Company’s understanding and knowledge of the markets we serve.
In addition, the Nominating, Corporate Governance and Social Responsibility Committee and the Board consider other factors, as they determine to be appropriate, including:
Integrity and Credibility. High ethical standards and strength of character in the candidate’s personal and professional dealings and a willingness to be held accountable.
Business Judgment. Mature and practical judgment and a history of making good business decisions in good faith and in a manner that will be in the best interests of the Company and its stakeholders.
Collaborative Work Ethic. Ability to work together with other directors and management to carry out his or her duties in the best interests of the Company and its stakeholders.
Need for Expertise. The extent to which the candidate has some quality or experience that would fill a present need on the Board.
Sufficient Time. The candidate is willing to devote sufficient time and effort to the affairs of the Company, as well as other factors related to the ability and willingness of the candidate to serve on the Board.
Independence. The non-employee director candidate qualifies as independent under the rules of the Company’s Categorical Standards of Director Independence, which can be found in the Governance section of the Company’s website at www.fticonsulting.com/about/governance, and the NYSE’s corporate governance rules.
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QUALIFICATIONS OF THE INCUMBENT DIRECTORS
Our director nominees are a diverse group of experienced business leaders who provide unique perspectives to the Company’s business discussions and strategic plans, which we believe is critical to ensuring that we maintain 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 diverse expertise and skills that enable them to effectively carry out their duties and responsibilities.
Director
Leadership
Finance
and
Accounting
Services
or
Industry
Government
Other Public
Company
Board
Experience
Global
Diversity
Independence

Brenda J. Bacon
 

Mark S. Bartlett

Claudio Costamagna
 
 

Vernon Ellis

Nicholas C. Fanandakis
 
 

Steven H. Gunby

Gerard E. Holthaus
 
 

Laureen E. Seeger
During the first quarter of 2021, the Nominating, Corporate Governance and Social Responsibility Committee discussed with each incumbent director his or her ability to continue to serve as a director if he or she were to be nominated by the Board and reelected by shareholders at the Annual Meeting. All of the incumbent directors welcome the opportunity to continue to serve as a director of the Company if reelected by shareholders at the Annual Meeting.
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CHARACTERISTICS OF THE INCUMBENT DIRECTORS
Since 2014, we have added three new directors, improving the Board’s gender diversity by adding a second female director and enhancing the Board’s collective expertise — notably in finance and accounting, global business and other public company board experience. Director refreshment has resulted in a diverse group of independent directors with low average tenure, gender diversity and significant experience.
87.5%

Independent
Directors
25%

Female
Directors
9.4 Years

Average Tenure
(50% - 5 to 7 years)
67

Average Age
25%

Directors Based
Outside of U.S.
2021 NOMINATIONS OF CANDIDATES AS DIRECTORS FOR ELECTION AT THE ANNUAL MEETING
Following its consideration of the above factors, as well as the qualifications of the incumbent directors, including their ability to continue to serve as directors of the Company following the Annual Meeting, the Nominating, Corporate Governance and Social Responsibility Committee recommended, and the Board nominated, all eight of the incumbent directors to stand for reelection by shareholders at the Annual Meeting:
2021 Director Nominees
Brenda J. Bacon
Nicholas C. Fanandakis
Mark S. Bartlett
Steven H. Gunby
Claudio Costamagna
Gerard E. Holthaus
Vernon Ellis
Laureen E. Seeger
INDEPENDENCE OF DIRECTORS
The Board has established Categorical Standards of Director Independence, which are the same as 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 on the Company’s website at https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/categorical-standards-for-director-independence.pdf. Based on those standards, the Board, upon the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee, affirmatively determined that, other than Steven H. Gunby, the seven current non-employee directors named above who are standing for reelection 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 making its independence determinations, the Board considered that Brenda J. Bacon is Chief Executive Officer of Brandywine Senior Living LLC, and Laureen E. Seeger is Chief Legal Officer of the American Express Company, each a client of the Company. The Board found that Ms. Bacon and Ms. Seeger are each independent, after concluding that the Company’s engagements with each employer and its subsidiaries are in the ordinary course of the Company’s business on substantially the same terms as transactions with other clients of the Company for similar services, and neither Ms. Bacon nor Ms. Seeger has received any direct or indirect personal and pecuniary benefits from any such client engagements or transactions. The aggregate fees from such engagements with each of Brandywine Senior Living LLC and its subsidiaries and the American Express Company 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 year ended December 31, 2018, December 31, 2019 and December 31, 2020.
In addition, during each of the years ended December 31, 2018, December 31, 2019 and December 31, 2020, the Company has not made charitable contributions to any organization in which a director serves as an employee, officer, director or trustee, which in any single year exceeded the greater of $1.0 million or 2% of such organization’s gross revenues.
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PROPOSAL NO. 1—ELECT AS DIRECTORS THE EIGHT NOMINEES NAMED IN THE PROXY STATEMENT
Each of the eight incumbent directors nominated by the Board is standing for reelection at the Annual Meeting. Each nominee, if elected, will serve as a director 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 first).
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 Nominating, Corporate Governance and Social Responsibility 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 Nominating, Corporate Governance and Social Responsibility 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 eight 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 12 of this Proxy Statement.
Our policy is that all incumbent directors are expected to attend the annual meeting of shareholders, 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 “WITHHELD” with respect to his or her election as a director at the Annual Meeting. Abstentions or broker non-votes are not counted as votes cast either “FOR” or “WITHHELD” with respect to a director’s election and will have no effect on the election of directors. Any incumbent 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 23 of this Proxy Statement.
The Board of Directors Unanimously Recommends That You Vote FOR the Election of All Eight Nominees as Directors.
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INFORMATION ABOUT THE NOMINEES FOR DIRECTOR
All of the nominees were elected as directors of the Company at the 2020 annual meeting of shareholders held on June 3, 2020 (the “2020 Annual Meeting”). Information about each of the eight incumbent directors nominated to stand for election at the Annual Meeting is detailed below:
2021 Nominees for Director
Principal Occupation and Business Experience


Brenda J. Bacon
Independent Director
Director Since: 2006
Age: 70
Brenda Bacon has been President and Chief Executive Officer of Brandywine Senior Living LLC for more than 15 years. Ms. Bacon co-founded Brandywine Living in 1996. Brandywine Senior Living LLC currently has 32 operating properties in seven states, with additional communities in development. Brandywine Living is a growing platform for luxury senior living with supportive services. Ms. Bacon served as Chief of Management and Planning, a cabinet-level position for the State of New Jersey under former New Jersey Governor James J. Florio from 1989 to 1993. During President Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team, as co-chair for the transition of the Department of Health and Human Services.
Public Company Directorships and Committees:
Hilton Grand Vacations Inc. [Member of Audit Committee and Nominating and Corporate Governance Committee]
Other Select Non-Public Directorships and Committees:
Argentum [Director]
Rowan University [Trustee] [Member of University Advancement Committee]


Mark S. Bartlett
Independent Director
Director Since: 2015
Age: 70
Mark Bartlett has extensive accounting and financial services experience, having retired as a Partner of Ernst & Young LLP, a leading accounting firm, in June 2012. Mr. Bartlett joined Ernst & Young in 1972 and worked there until his retirement, serving as Managing Partner of the firm’s Baltimore office and Senior Client Service Partner for the Mid-Atlantic region. He is a certified public accountant.
Public Company Directorships and Committees:
Rexnord Corporation [Lead Independent Director] [Member of Audit Committee and Executive Committee]
T. Rowe Price Group, Inc. [Chair of Audit Committee and Member of Executive Compensation and Management Development Committee]
WillScot Mobile Mini Holdings Corp. [Chair of Audit Committee and Member of Compensation Committee and Related Party Transactions Committee]
Past Public Company Directorships:
WillScot Corp.
Other Select Non-Public Directorships and Committees:
The Baltimore Life Companies [Chair of Audit Committee]
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2021 Nominees for Director
Principal Occupation and Business Experience


Claudio Costamagna
Independent Director
Director Since: 2012
Age: 65
Claudio Costamagna is Chairman of CC e Soci S.r.l., a financial advisory firm he founded in June 2007, and CC Holdings S.r.L., its parent. Mr. Costamagna has extensive experience in investment banking, having served for 18 years, until April 2006, in various positions with The Goldman Sachs Group, Inc., culminating as Chairman of the Investment Banking Division in Europe, the Middle East and Africa from December 2004 to March 2006.
Past Public Company Directorships:
Advanced Accelerator Applications S.A. [Chairman]
Other Select Non-Public Directorships and Committees:
CC e Soci S.r.l. [Chairman]
Finavedi S.p.A.
Italiana Petroli S.p.A.
Salini Costruttori S.p.A


Sir Vernon Ellis
Independent Director
Director Since: 2012
Age: 73
Sir Vernon Ellis served as Chair of the Board of Trustees of the British Council, the United Kingdom’s international organization for cultural relations and education opportunities, from March 2010 to March 2016. He has extensive experience in international management consulting, having retired from Accenture (UK) Limited, a leading global professional services firm, in March 2010, after holding the position of Senior Advisor from January 2008 to March 2010 and International Chairman from January 2001 to December 2007 and holding other major operational roles prior to 2001.
Other Select Non-Public Directorships and Committees:
Martin Randall Travel Ltd. [Chairman]
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2021 Nominees for Director
Principal Occupation and Business Experience


Nicholas C. Fanandakis
Independent Director
Director Since: 2014
Age: 64
Nicholas Fanandakis has served as Senior Advisor to the Chief Executive Officer of DuPont de Nemours, Inc. (“DuPont”), a leading global research and technology-based science company, since February 2020. In June 2019, Mr. Fanandakis retired as an Executive Vice President of DuPont after 40 years of service. Mr. Fanandakis helped lead the company through the merger with The Dow Chemical Company and then subsequent separations. From November 2009 to September 1, 2017, 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. Mr. Fanandakis also served in a variety of plant, marketing, product management and business director roles. Mr. Fanandakis served as Group Vice President of DuPont Applied BioSciences from 2008 to 2009. Mr. Fanandakis also served as Vice President and General Manager of DuPont Chemical Solutions Enterprise from 2003 until February 2007, when he was named Vice President of DuPont Corporate Plans.
Public Company Directorships and Committees:
Duke Energy Corp. [Member of Audit Committee and Finance and Risk Management Committee]
ITT Inc. [Member of Audit Committee and Compensation Committee]


Steven H. Gunby
Director Since: 2014
Age: 63
Steven Gunby joined the Company as its President and Chief Executive Officer on January 20, 2014. Mr. Gunby has extensive experience in the consulting services industry, having formerly been employed by The Boston Consulting Group, a leading business strategy consulting services firm, for more than 30 years beginning in August 1983. The positions he held with The Boston Consulting Group include Global Leader, Transformation, from January 2011 to January 2014, and Chairman, North and South America, from December 2003 to December 2009. He also held other major managerial roles in his capacity as a Senior Partner and Managing Director since 1993, including serving as a member of The Boston Consulting Group’s Executive Committee.
Public Company Directorships and Committees:
Arrow Electronics, Inc. [Member of Audit Committee and Chair of Compensation Committee]
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2021 Nominees for Director
Principal Occupation and Business Experience


Gerard E. Holthaus
Independent Director
Chairman of the Board Since: 2013 Director Since: 2004
Age: 71
Gerard Holthaus serves as the Lead independent Director of WillScot Mobile Mini Holdings Corp., a leading provider of modular space solutions in North America. Mr. Holthaus served as independent non-executive Chairman of the Board of WillScot Corp. from November 2017 up to and until the merger of Mobile Mini Corp. into WillScot Corp. in July 2020. Prior to November 2017, Mr. Holthaus served as non-executive Chairman of the Board of Algeco Scotsman Global S.a.r.l. and its holding company, Algeco/Scotsman Holdings S.a.r.l., a leading global provider of modular space solutions, positions that he held since April 2010. From October 2007 to April 2010, Mr. Holthaus held the positions of Executive Chairman of the Board and Chief Executive Officer of Algeco Scotsman Global S.a.r.l.
Public Company Directorships and Committees:
WillScot Mobile Mini Holdings Corp. [Lead Independent Director] [Member of Audit Committee, Chair of Nominating and Corporate Governance Committee and Member of Related Party Transactions Committee]
Past Public Company Directorships:
BakerCorp International, Inc.
Neff Corporation
Nesco Holdings, Inc.
WillScot Corp.
Other Select Non-Public Directorships and Committees:
The Baltimore Life Companies [Chairman of the Board] [Member of Nominating and Corporate Governance Committee]


Laureen E. Seeger
Independent Director
Director Since: 2016
Age: 59
Laureen Seeger is Chief Legal Officer of the American Express Company, a diversified financial services company, having previously held the title of Executive Vice President and General Counsel from July 2014 to July 2018. From March 2006 through June 2014, Ms. Seeger served as Executive Vice President, General Counsel and Chief Compliance Officer at McKesson Corporation, the largest healthcare services company in North America, 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.
Other Select Non-Public Directorships and Committees:
Central Park Conservancy
University of Wisconsin Foundation and Alumni Association [Member of Development Committee and Governance Committee]
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DIRECTOR ATTENDANCE AT MEETINGS
DIRECTOR ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
Our Board and its Committees meet throughout the year on a set schedule, hold special meetings as needed and act by written consent from time to time. Each director is expected to attend all meetings of the Board and each Committee of the Board on which he or she serves unless excused for reasons of serious illness or extreme hardship. During each director’s term of office in 2020, each director attended 75% or more of the total number of regular and special meetings held by the Board and each Committee on which he or she served during the period in which he or she served as a director.
In 2020, the Board and each Committee held the following number of meetings:
 
Board of Directors
Audit Committee
Compensation
Committee
Nominating, Corporate
Governance and Social
Responsibility Committee
Total Meetings Held
11
5
8
5
For purposes of presenting this information, each joint meeting of the Board and any Committee has been counted as a separate meeting of the Board and the applicable Committee. Meetings that were adjourned one day and reconvened on another day have been counted as one meeting. A meeting at which the Board or a Committee has convened for a limited joint purpose has been counted as the meeting of the primary meeting holder.
DIRECTOR ATTENDANCE AT OTHER MEETINGS
Our independent directors meet in closed (executive) sessions, without the presence of management, periodically throughout the year. The non-executive, independent Chairman of the Board chairs the meetings of the independent directors, which coincide with regular meetings of the Board. During 2020, our independent directors met in closed (executive) sessions four times without management, and all independent directors attended 75% or more of such sessions.
Our policy is that all director nominees attend the annual meeting of shareholders except in cases of serious illness or extreme hardship. All nominees for director who were elected as directors of the Company on June 3, 2020 attended our 2020 Annual Meeting.
COMMITTEES OF THE BOARD OF DIRECTORS
COMMITTEE MEMBERSHIP
Name
Audit
Compensation
Nominating, Corporate
Governance and Social
Responsibility
Brenda J. Bacon
 
Chair
Mark S. Bartlett
Claudio Costamagna
 
Chair
 
Vernon Ellis
Nicholas C. Fanandakis
Chair
 
 
Gerard E. Holthaus
Laureen E. Seeger
 
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The Audit Committee, Compensation Committee and Nominating, Corporate Governance and Social Responsibility Committee operate under written Committee Charters. The Committee Charters are reviewed annually, and more frequently as necessary, to address any new rules or best practices relating to the responsibilities of the applicable Committee or changes to such rules and best practices. Each Committee approves its own Committee Charter amendment and submits it to the Nominating, Corporate Governance and Social Responsibility Committee, which recommends action by the Board. All Committee Charter amendments are submitted to the Board for approval.
Copies of the Charter of the Audit Committee, Charter of the Compensation Committee and Charter of the Nominating, Corporate Governance and Social Responsibility Committee are available on the Company’s website under “About—Governance” at https://www.fticonsulting.com/about/governance, as follows:
Committee
Website Link
Audit Committee
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/charter-of-the-audit committee-of-the-board-of-directors.pdf
Compensation Committee
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/charter-of-the-compensation -committee-of-the-board-of-directors.pdf
Nominating, Corporate Governance and Social Responsibility Committee
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/charter-of-the-nominating-
and-corporate-governance-committee-of-the-board-of-directors.pdf
AUDIT COMMITTEE
The Board has determined that all Audit Committee members are independent under the Company’s Categorical Standards of Director Independence and pursuant to the NYSE’s corporate governance rules and applicable rules of the Securities and Exchange Commission (the “SEC”). One Audit Committee member, Mr. Bartlett, serves as a member of more than three public company audit committees (including the Company’s Audit Committee), and the Board has determined that such simultaneous service does not impair the ability of Mr. Bartlett to effectively serve on our Audit Committee. The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” within the meaning stipulated by the SEC.
Functions of the Audit Committee
selects, oversees and retains our independent registered public accounting firm;
reviews and discusses the scope of the annual audit and written communications by our independent registered public accounting firm to the Audit Committee and management;
oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow;
approves audit and non-audit services by our independent registered public accounting firm and applicable fees;
reviews and discusses our periodic reports filed with the SEC;
reviews and discusses our earnings press releases and communications with financial analysts and investors;
oversees our internal audit activities;
oversees our disclosure controls and procedures;
reviews Section 404 of the Sarbanes-Oxley Act of 2002, internal control over financial reporting;
oversees and monitors our Policy on Reporting Concerns and Non-Retaliation and related reports;
reviews and discusses risk assessment and risk management policies and practices;
oversees the administration of the Code of Ethics and Business Conduct and other ethics policies;
reviews, discusses and approves insider and affiliated person transactions;
administers the policy with respect to the hiring of former employees of the Company’s independent registered public accounting firm;
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performs an annual self-evaluation of the Audit Committee;
reviews its Committee Charter and recommends changes to the Nominating, Corporate Governance and Social Responsibility Committee for submission to the Board for approval; and
prepares the Audit Committee Report required to be included in the annual proxy statement.
COMPENSATION COMMITTEE
The Board has determined that all Compensation Committee members are non-employee directors and qualify as independent directors under the Company’s Categorical Standards of Director Independence and the NYSE’s corporate governance rules, including the additional independence standards adopted by the NYSE on January 11, 2013 specific to compensation committee membership. In making its determinations regarding the independence of each of the Compensation Committee members, the Board has considered all factors specifically relevant to determining whether a director has a relationship with the Company that would materially impair the director’s ability to make independent judgments about executive officer compensation, including: (i) the source of such director’s compensation; (ii) any consulting, advisory or other compensatory fees paid by the Company to the director; and (iii) any other affiliations the director has with the Company and its affiliates, including engagements by clients that are companies or affiliates of companies for which members of the Compensation Committee serve as officers or directors.
Each member of the Compensation Committee qualifies as a “non-employee” director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Role of Management
The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and financial plans, and strategic objectives, as well as their views on our executive compensation program and pay levels. Our CEO attended all Compensation Committee meetings held during 2020, other than meetings and executive sessions to which he was not invited. Our CEO did not participate in the Compensation Committee discussions regarding his individual performance and final annual compensation. Only members of the Compensation Committee vote on matters before that Committee.
Role of the Compensation Advisors
Under its Committee Charter, 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 2020, the Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide advice to the Compensation Committee on certain executive compensation matters. In addition, during 2020, the Compensation Committee consulted Dechert LLP (“Dechert”) on certain legal aspects of executive officer compensation. During 2020, the Compensation Committee requested advice on a variety of issues from Pearl Meyer, including short-term and long-term executive incentive compensation program design, our 2020 proposal to shareholders to increase the number of authorized shares of common stock under our employee equity compensation plan, the composition of our compensation peer group and executive contract matters, as well as our say-on-pay proposal and other compensation disclosures included in our proxy statement for our 2020 Annual Meeting. Neither Pearl Meyer nor the Company provided any services to the other during 2020, apart from the advisory services provided by Pearl Meyer to the Compensation Committee. Dechert provided services to the Company as outside executive compensation counsel. In such capacity, Dechert advised the Company regarding executive officer contract and compensation matters and our 2020 proposal to shareholders to increase the number of authorized shares of common stock under our employee equity compensation plan, as well as our say-on-pay proposal and other compensation disclosures in our proxy statement for our 2020 Annual Meeting. The Company routinely is engaged by Dechert to provide services to it or its clients in the ordinary course of our business. 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. After considering Dechert’s relationships to the Company and its subsidiaries, and Dechert’s conflicts of interest policy and practices, the Compensation Committee concluded that Dechert is not independent but determined that it offers unique, well-rounded perspectives on our executive officer compensation and other matters, and the advice it provides is aligned with the interests of the Company. 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.
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Functions of the Compensation Committee
approves the compensation of our CEO;
approves the compensation of other executive officers;
administers our equity-based compensation plans and approves awards under such plans;
establishes objective performance goals, individual award levels, and operative and subjective performance measures and oversees all aspects of executive officer incentive compensation;
reviews and approves, or recommends that the Board approve, employment, consulting and other contracts or arrangements with present and former executive officers;
reviews the compensation disclosures in the annual proxy statement and Annual Report on Form 10-K filed with the SEC and discusses the disclosures with management;
performs annual performance evaluations of our CEO and reviews the CEO’s annual performance evaluations of other executive officers, in conjunction with the independent Chairman of the Board or other presiding director, as applicable, and Chair of the Nominating, Corporate Governance and Social Responsibility Committee;
performs an annual self-evaluation of the Compensation Committee;
reviews its Committee Charter and recommends changes to the Nominating, Corporate Governance and Social Responsibility Committee for submission to the Board for approval;
prepares the Compensation Committee Report included in the annual proxy statement;
submits all equity-based compensation plans, executive officer compensation plans and material revisions to such plans to a vote of the Board and to a vote of shareholders if shareholder approval is required; and
ensures that shareholders have the opportunity to vote on (i) an advisory (non-binding) resolution to approve the compensation of the Company’s NEOs in accordance with the frequency selected by shareholders and (ii) the frequency of the shareholder advisory (non-binding) vote to approve the resolution approving the compensation of the NEOs at least once every six years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 2020, no director who served as a member of the Compensation Committee has served as one of our officers or employees at any time. No executive officer serves as a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or Compensation Committee.
NOMINATING, CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE
The Nominating, Corporate Governance and Social Responsibility Committee consists of only non-employee directors, who qualify as independent directors under our Categorical Standards of Director Independence and the NYSE’s corporate governance rules.
Functions of the Nominating, Corporate Governance and Social Responsibility Committee
identifies and qualifies the annual slate of directors for nomination by the Board;
reviews non-employee director compensation and recommends changes to the Board for approval;
assesses the independence of directors for the Board;
identifies and qualifies the candidates for Chairman of the Board and for membership and chairmanship of the Committees for appointment by the Board;
identifies and qualifies candidates to fill vacancies occurring between annual meetings of shareholders for election by the Board;
monitors compliance with, and reviews proposed changes to, our Corporate Governance Guidelines, the Committee Charters and other policies and practices relating to corporate governance for submission to the Board for approval;
monitors and reviews responses to shareholder communications with non-management directors together with the independent Chairman of the Board or presiding director, as applicable;
oversees the process for director education;
oversees the process for Board and Committee annual self-evaluations;
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oversees the process for performance evaluations of our executive officers in conjunction with our independent Chairman of the Board and the Compensation Committee;
oversees the process relating to succession planning for our CEO and other executive officer positions;
reviews directors’ and officers’ liability insurance terms and limits;
oversees, and reports to the Board and other interested Committees, regarding social responsibility, human capital and environmental, social and governance (“ESG”) factors;
reviews and discusses with management the Company’s corporate citizenship report, human capital report and other reports that address ESG-related topics;
reviews its Committee Charter and recommends changes to the Board for approval;
reviews the annual proxy statement disclosures, including those pertaining to the nomination of directors, the election of directors, the independence of directors, corporate governance and ESG; and
performs an annual self-evaluation of the Nominating, Corporate Governance and Social Responsibility Committee.
COMPENSATION OF NON-EMPLOYEE DIRECTORS AND POLICY ON NON-EMPLOYEE DIRECTOR EQUITY OWNERSHIP
GENERAL
Non-employee directors receive annual retainer and equity compensation as described below pursuant to the FTI Consulting, Inc. Non-Employee Director Compensation Plan, amended and restated effective as of January 1, 2016 (the “Director Plan”). We reimburse our non-employee directors for their out-of-pocket expenses incurred in the performance of their duties as our directors (including expenses related to spouses when spouses are invited to attend Board events). We do not pay fees for attendance at Board and Committee meetings.
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table describes the components of non-employee director compensation for 2020:
Compensation Elements
2020 Director Compensation Values (1) (5)
($)
Alternative Forms of Payment
Annual Retainer: (2) (5) (6)
50,000
Cash or Deferred Stock Units
Annual Committee Chair Fees: (2) (5)
10,000 — Chair of Audit Committee
 7,500 — Chair of Compensation Committee
 5,000 — Chair of Nominating, Corporate
Governance and Social
Responsibility Committee
Cash or Deferred Stock Units
Additional Annual Non-Executive
Chairman of the Board Fee: (2) (5)
200,000
Cash or Deferred Stock Units
Annual Equity Award: (2) (3) (4) (5) (6)
250,000
Restricted Stock, Restricted Stock Units,
Deferred Restricted Stock Units or Cash
(1)
Following each annual meeting of shareholders, continuing non-employee directors receive payment of the annual retainer and annual equity award, and Chairman of the Board or Committee Chair fee, if applicable, as of the date of such annual meeting. 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 to a chairmanship other than following an annual meeting, receives a prorated non-executive Chairman of the Board or Committee Chair fee, as applicable.
(2)
U.S. non-employee directors are permitted to voluntarily defer annual retainer payments (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and/or annual equity compensation awards in the form of deferred stock units or deferred restricted stock units, respectively. Deferred stock units awarded on account of deferred annual retainer and Chairman of the Board 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.
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(3)
The annual equity award, unless deferred, is in the form of shares of restricted stock, in the case of U.S. non-employee directors, and restricted stock units, in the case of non-U.S. non-employee directors. Each restricted stock unit represents the right to receive one share of Common Stock upon vesting. Annual equity awards are non-transferable and vest in full on the first anniversary of the grant date unless vesting is accelerated as described in footnote (4) below.
(4)
All unvested shares of restricted stock and restricted stock units will immediately vest in full upon a non-employee director’s (i) death, (ii) “Disability” (as defined in the Director Plan), (iii) cessation of service within one year following a Change in Control unless other accommodations are made with respect to such awards, (iv) cessation of service at the expiration of his or her term as a director due to the Company’s failure to renominate such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion), due to the request of such director or as a result of a voluntary resignation), or (v) cessation of service due to failure of the Company’s shareholders to reelect such director for service on the Board (other than for “Cause” (as determined by the Board, in its good-faith discretion)).
(5)
The number of (i) deferred stock units awarded to a non-employee director as annual retainer compensation (including any annual fee to the non-executive Chairman of the Board or a Committee Chair) and (ii) shares of restricted stock, restricted stock units and deferred restricted stock units awarded to a non-employee director as annual equity compensation will be determined by dividing (a) the U.S. dollar value of such award, by (b) the closing price per share of Common Stock reported on the NYSE for the grant date. Fractional restricted shares, restricted stock units, deferred stock units and deferred restricted share units are rounded down to the nearest whole share.
(6)
If we do not have sufficient shares of Common Stock authorized under our shareholder-approved equity compensation plan to fund annual retainer and equity awards in stock-based awards, such awards will be funded in cash. The payout of such cash amounts will be subject to the terms of the applicable deferred compensation payment and vesting and accelerated vesting conditions, including the requirements of Code Section 409A. Such cash amounts generally will accrue interest at the rate of 6% per annum.
DIRECTOR SUMMARY COMPENSATION TABLE
The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2020:
Name
Fees Earned
or Paid in Cash
Stock
Awards (1)
Option
Awards (1)
All Other
Compensation (2)
Total
 
($)
(a)
($)
(b)
($)
(c)
($)
(d)
($)
(e)
2020 Non-Employee Directors:
 
 
 
 
 
Brenda J. Bacon
55,000
249,888
304,888
Mark S. Bartlett
50,000
249,888
299,888
Claudio Costamagna
57,500
249,888
307,388
Vernon Ellis
50,000
249,888
299,888
Nicholas C. Fanandakis
60,000
249,888
309,888
Gerard E. Holthaus
250,000
249,888
499,888
Laureen E. Seeger
50,000
249,888
299,888
(1)
The balances of each non-employee director’s equity-based awards as of December 31, 2020 (excluding vested shares of Common Stock) are set forth in the table below:
Name
Unvested Restricted
Shares or Restricted
Stock Units
Vested Deferred
Stock or Deferred
Restricted
Stock Units
Unvested Deferred
Stock or Deferred
Restricted Stock Units
Unexercised
Stock Options
2020 Non-Employee Directors:
 
 
 
 
Brenda J. Bacon
1,994
Mark S. Bartlett
1,994
Claudio Costamagna
1,994
Vernon Ellis
1,994
Nicholas C. Fanandakis
1,994
Gerard E. Holthaus
1,994
37,500
Laureen E. Seeger
1,994
(2)
No current director received perquisites or other benefits aggregating more than $10,000 in 2020.
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POLICY ON NON-EMPLOYEE DIRECTOR EQUITY OWNERSHIP
Our Policy on Non-Employee Director Equity Ownership demonstrates our Board’s continuing commitment to shareholder interests. The policy sets each non-employee director’s total investment level at five times (5x) the value of the annual retainer. A non-employee director will be required to meet the ownership level in effect when he or she first joins the Board within three years following receipt of his or her first director compensation payment. Non-employee directors have three years to meet any increased ownership level during their tenure. In addition, under the policy, a non-employee director may not sell, transfer or dispose of shares of Common Stock if he or she does not attain or maintain the applicable equity ownership investment level at the initial ownership measurement date, or at June 30 of each year thereafter, except as necessary to pay or repay the cost of exercising a stock option or any tax obligations associated with the exercise of a stock option or vesting of stock-based awards, or as otherwise approved by the Compensation Committee, in its sole discretion.
Shares of Common Stock that are, directly or indirectly, (i) beneficially owned by a non-employee director or (ii) held in a trust over which such non-employee director has more than 50% of the beneficial interest and controls the management of the assets will count toward attaining and maintaining the applicable equity ownership level. Also, restricted stock, restricted stock units, deferred stock units and deferred restricted stock units, whether or not vested, will count toward attaining and maintaining the non-employee director’s applicable equity ownership level. Stock options, whether or not vested, will not count toward meeting the equity ownership requirement. The securities counted toward attaining and maintaining each non-employee director’s ownership level will be valued at the average of the closing price per share of Common Stock reported on the NYSE for each trading day in the 90-calendar-day period immediately preceding the applicable measurement date. As of December 31, 2020, all non-employee directors were in compliance with our Policy on Non-Employee Director Equity Ownership.
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CORPORATE GOVERNANCE
GOVERNANCE PRINCIPLES
Our following governance policies can be found on the Company’s website under “About—Governance” at https://www.fticonsulting.com/ about/governance. Our policies and the other information on our website do not constitute a part of this Proxy Statement. Paper copies of our policies (as well as the Charters of the Committees) may be obtained, without charge, upon request by contacting the Corporate Secretary, FTI Consulting, Inc., 6300 Blair Hill Road, Suite 303, Baltimore, MD 21209 or by email to FTI2021annualmeeting@fticonsulting.com. Our governance policies can be accessed at the below website links:
Name of Policy
Website Link
Standards of Director Independence
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/categorical-standards-
for-director-independence.pdf
Corporate Governance Guidelines
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-corporate
governance- guidelines.pdf
Code of Ethics and Business Conduct
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-code-of-conduct.pdf
Anti-Corruption Policy
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/anti-corruption-policy.pdf
Policy on Reporting Concerns and Non-Retaliation
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-on-reporting
concerns- and-non-retaliation.pdf
Policy on Disclosure Controls
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-on-disclosure
controls. pdf
Policy on Inside Information and Insider Trading
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/policy-statement-on-
inside- information-and-insider-trading.pdf
The Nominating, Corporate Governance and Social Responsibility Committee regularly reviews corporate governance developments and recommends modifications or new policies for adoption by the Board and the Committees, as appropriate, to enhance our corporate governance policies and practices and to comply with the laws and rules of the SEC, the NYSE and other regulators.
OUR SIGNIFICANT CORPORATE GOVERNANCE POLICIES AND PRACTICES
The Board is committed to maintaining strong corporate governance practices, which include:
Annual Director Elections. Shareholders elect our directors annually to hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs first).
Non-Employee Independent Chairman of the Board. Gerard E. Holthaus is our non-employee independent Chairman of the Board. More information about our Chairman of the Board may be found in the section titled “—Board Leadership Structure” on page 24 of this Proxy Statement.
Majority Voting in Uncontested Director Elections. A nominee in an uncontested election shall be elected as a director only if such nominee receives the affirmative vote of a majority of the total votes cast “FOR” and “WITHHELD” as to such nominee at an annual meeting. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “WITHHELD” with respect to a director’s election and will have no effect on the election of directors.
Director Resignation. Our Corporate Governance Guidelines provide that in an uncontested election, if an incumbent director fails to receive the required majority vote, he or she must offer to resign from the Board. The Nominating, Corporate Governance and Social Responsibility Committee will (a) consider such offer to resign, (b) determine whether to accept such director’s resignation, and (c) submit such recommendation for consideration by the Board. The director whose offer to resign is under consideration may not participate in any deliberation or vote of the Nominating, Corporate Governance and Social Responsibility Committee or the Board regarding his or her offer of resignation. In the event that all directors offer to resign in accordance with our resignation policy, the Nominating, Corporate Governance and Social Responsibility Committee will make a final determination as to whether to recommend to the Board to accept all offers to resign, including those offers made by members
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of the Nominating, Corporate Governance and Social Responsibility Committee. The Nominating, Corporate Governance and Social Responsibility Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s offer to resign. Within 90 days after the date of certification of the election results, the Board will publicly disclose the Board’s decision of whether or not to accept an offer of resignation. If such incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs first). If a director’s offer to resign is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s Bylaws or reduce the size of the Board.
Executive Sessions. Our Board meets regularly in executive sessions without the presence of management, including our CEO.
Shareholder Rights Plan. We do not have a shareholder rights plan and are not currently considering adopting one.
Shareholder Power to Amend Bylaws. Our shareholders, by the affirmative vote of the holders of a majority of the shares of Common Stock, have the power to adopt, alter or repeal any Bylaw of the Company.
BOARD LEADERSHIP STRUCTURE
Our Corporate Governance Guidelines provide the Board with flexibility to choose the leadership structure that it deems best for the Company based upon our business needs, prospects, opportunities and strategic goals at the time, including separating the roles of Chairman of the Board and CEO. In December 2013, the Board appointed Gerard E. Holthaus as its non-employee independent Chairman of the Board. In determining who should hold the position of Chairman, the Board considered Mr. Holthaus’ experience since 2006 as the Board’s independent Presiding Director. The Board also considered each director’s individual experience and his or her experience serving as a director of other companies, particularly the experience of non-U.S. directors serving on the board of companies in locations where non-executive or independent chairmanships are common. The Board believes that Mr. Holthaus’ continuing service as Chairman of the Board provides continuity in leadership and governance. The Board periodically reviews its leadership structure and may make changes in the future.
The Board also believes that separation of the CEO and Chairman of the Board positions balances the role of the Board to oversee the Company’s business, on the one hand, and management’s responsibilities to manage the Company’s operations on a day-to-day basis, on the other hand. Our CEO is responsible for setting the strategic vision of the Company, leading the Company’s day-to-day business, managing the executive officers and other key employees directed with implementing plans and carrying out operations, and reporting to the Board. The Chairman of the Board structures the agendas for the Board meetings to ensure that topics deemed important by the independent directors are addressed, as well as to allow the Board to express its views on the Company’s management, operations, material transactions, strategy and execution. As Chairman, Mr. Holthaus (i) presides over meetings and executive sessions of the Board and executive sessions of the independent directors, (ii) acts as a liaison between management and the independent directors, (iii) consults with our CEO, (iv) ensures that the Board and our CEO understand each other’s views on critical matters, (v) monitors significant issues occurring between Board meetings and ensures Board involvement when appropriate, (vi) ensures the adequate and timely exchange of information and supporting data between the Company’s management and the Board, and (vii) receives shareholder communications addressed to the independent directors.
OVERSIGHT OF RISK MANAGEMENT
The Board has delegated the critical responsibility for overall risk oversight to the Audit Committee, which reports to the Board. Management of the Company has primary responsibility for performing risk assessments, identifying and monitoring risks, establishing policies and processes, implementing and carrying out corporate responses, and reporting to the responsible Committee of the Board. The Audit Committee reviews and discusses the enterprise risk management profile that management of the Company prepares and the policies and guidelines that management of the Company uses to manage risks. In addition, the Audit Committee reviews and evaluates the performance and operations of our risk management function, which is managed by our Enterprise Risk Management Committee, consisting of members of management and employees with responsibilities for critical functions, such as accounting, information technology, internal audit, ethics, compliance and risk management.
We are exposed to a number of risks, including financial risks, operational risks, reputational risks, strategic risks, human capital risks, competitive risks, risks relating to operating in foreign countries, day-to-day management risks, information privacy and data and cybersecurity risks, general economic and business risks, and legal, regulatory and compliance risks, including risks associated with the Foreign Corrupt Practices Act (the “FCPA”) and foreign anti-bribery laws. Our risk and compliance officer manages our internal enterprise risk management function, working closely with members of our Enterprise Risk Management Committee and our executive management,
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business segments and corporate functions, to identify and assess risks and mitigate exposures. Our head of information technology works closely with our risk and compliance officer to assess our cybersecurity risks and implement technology and other measures to mitigate those risks. Our risk and compliance officer and our head of information technology each regularly report to and discuss with our executive management and Audit Committee our policies and procedures to identify and assess critical risk exposures, including cybersecurity risks, and the plans and actions that have been identified or taken by our corporate functions to correct, rehabilitate or mitigate risks facing the Company. Directors who are not members of the Audit Committee may attend these meetings as well. The Audit Committee periodically requests additional reports on critical risk areas identified by management, such as the FCPA, the UK Anti-Bribery Act of 2010 and cybersecurity. The Audit Committee also reports to the Board on a regular basis to apprise them of the Company’s risk profile and risk management and holds discussions with our executive management, risk and compliance officer and head of internal audit. The Audit Committee ensures that the Chair of each other Committee with oversight of an applicable function is aware of the most recent risk assessment of that function.
Each of the two other standing Committees of the Board also considers risks within its area of responsibility. For example, the Nominating, Corporate Governance and Social Responsibility Committee reviews human capital risks, corporate social responsibility and other ESG-related risks and legal and regulatory compliance risks as they relate to corporate governance, including the listing requirements of the NYSE. The Compensation Committee reviews and discusses risks relating to the executive compensation policies and practices. These Committees also keep the Board apprised of governance-, human capital-, ESG- and compensation-related risks.
COMPENSATION-RELATED RISKS
At the request and direction of the Compensation Committee and the Audit Committee, management conducted an assessment of risks associated with the Company’s compensation policies and practices for the year ended December 31, 2020. This assessment included the: (i) review of programs, plans, policies, procedures and practices relating to the components of executive officer and employee compensation; (ii) review of incentive-based equity and cash compensation; (iii) identification of compensation design features that could potentially encourage excessive or imprudent risk taking; (iv) identification of business risks that these features could potentially encourage; (v) consideration of the presence or absence of controls, oversight or other factors that mitigate potential risks; (vi) assessment of potential risks; and (vii) consideration of the potential for such risks to result in a material adverse effect on the Company and its subsidiaries taken as a whole. Based on the assessment and factors described above, the Company determined that the risks associated with its compensation programs, policies and practices are not reasonably likely to result in a material adverse effect on the Company and its subsidiaries taken as a whole.
BOARD AND COMMITTEE SELF-ASSESSMENTS
The Nominating, Corporate Governance and Social Responsibility Committee, pursuant to its charter, is formally charged with administering the annual self-assessments by the Board and Committees. During the first quarter of 2021, the Board and Committees conducted their annual self-assessments to identify issues critical to their success. All directors completed the assessments. The results were discussed by the Board and the Committees at a joint meeting held in February 2021 during which they discussed the results and provided thorough, objective feedback, which will be used to implement performance enhancements going forward.
CORPORATE SOCIAL RESPONSIBILITY OVERSIGHT
The Nominating, Corporate Governance and Social Responsibility Committee, pursuant to its charter, is formally charged with oversight of corporate social responsibility and human capital matters, including those pertaining to ESG. The Company’s Chief Human Resources Officer regularly reviews the Company’s policies, practices and strategies addressing the environment and sustainability, corporate citizenship and community engagement, and workforce diversity, inclusion and equal opportunity matters. The Nominating, Corporate Governance and Social Responsibility Committee provides feedback and direction on the Company’s approach to these issues. It also reports on subjects of interest to the full Board and other interested Committees.
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The Nominating, Corporate Governance and Social Responsibility Committee also reviews and discusses the Company’s annual corporate citizenship report, global human capital report and other reports relating to ESG published by the Company, which can be found on the Governance section of the Company’s website at www.fticonsulting.com/about/governance and at the below website links:
Name of Policy
Website Link
Diversity, Inclusion & Belonging Strategy
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-diversity
inclusion-belonging-strategy.pdf
Environmental Responsibility & Climate Change Disclosure Policy
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting
environmental-climate-change-disclosure-policy.pdf
Global Health & Safety Policy
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-global- health-safety-policy.pdf
Human Rights Policy
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-consulting-human
rights-policy.pdf
Vendor Code of Conduct
https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/vendor-code-of
conduct.pdf
SUCCESSION PLANNING
The Nominating, Corporate Governance and Social Responsibility Committee reviews succession and development plans with management. In 2019, the Nominating, Corporate Governance and Social Responsibility Committee established a process to plan for the succession of our CEO, which includes an annual discussion of potential in-house candidates identified by our CEO, a timeline for identification and selection of likely successors, and a timeline for identifying a successor in emergency circumstances. During 2020, the Nominating, Corporate Governance and Social Responsibility Committee held discussions about the qualifications of potential in-house candidates identified to succeed our CEO.
CORONAVIRUS DISEASE 2019 (COVID-19)
During 2020, the Board reviewed and discussed with management the impact of the coronavirus disease 2019 (COVID-19) pandemic on the Company’s business, employees, clients and vendors, and our policies and practices to respond to, and mitigate, its impact. Among other things, the Board discussed FTI Consulting and client protocols for performing services, visiting offices, attending meetings and functions, and traveling on business.
CODE OF CONDUCT
Our written Code of Ethics and Business Conduct (“Code of Ethics”) and Anti-Corruption Policy (together with our Code of Ethics, our “Code of Conduct”) applies to financial professionals, including our Chief Financial Officer, corporate Controller and Chief Accounting Officer, and corporate Treasurer, as well as our CEO and all other officers, directors, employees and independent contractors of the Company and its affiliates. We require all individuals subject to our Code of Conduct to avoid conflicts of interest, comply with applicable laws (including the FCPA, other anti-bribery laws, and legal and regulatory requirements of the jurisdictions in which we have offices and/or conduct business), protect Company assets, conduct business in an honest and ethical manner, and otherwise act with integrity, in our best interests and in accordance with the Code of Conduct. The Code of Conduct prohibits insiders from knowingly taking advantage of corporate opportunities for personal benefit and taking unfair advantage of our business associates, competitors and employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice of unfair dealing. Our Code of Ethics and Anti-Corruption Policy are publicly available and can be found on the Company’s website under “About—Governance” at https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-code-of-conduct.pdf and https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/anti-corruption-policy.pdf, respectively. If we make substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of such policy to any officer, financial professional or person performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K filed with the SEC. Our Code of Ethics was last updated in February 2020.
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SHAREHOLDER NOMINEES FOR DIRECTOR
We did not receive any notices of shareholder nominees for director prior to the deadline for 2021 nominations described in our proxy statement for our 2020 Annual Meeting. Under our current Bylaws, nominations for director at an annual meeting of shareholders may be made by a shareholder who is (a) a shareholder of record both at the time of (i) the giving of the notice by the shareholder and (ii) the date of the annual meeting; 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 current Bylaws, including, as to each person whom the shareholder proposes to nominate for election as a director, all information relating to such person that is required by the SEC’s proxy rules to be disclosed in connection with solicitations of proxies for the election of directors, to the Corporate Secretary at our principal executive office of the Company located at 555 12th Street NW, 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 2022, you must deliver this notice no earlier than November 20, 2021 and no later than December 20, 2021. 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, 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 tenth 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 tenth day following the day on which we first make such public announcement. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new 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., 6300 Blair Hill Lane, Suite 303, Baltimore, MD 21209, phone no. +1.410.951.4867 or by email to FTI2021annualmeeting@fticonsulting.com. We filed a copy of our Bylaws, as amended and restated through June 1, 2011, with the SEC on June 2, 2011 as an exhibit to our Current Report on Form 8-K dated June 1, 2011, and we filed copies of Amendments No. 1 and No. 2 to our Bylaws through December 13, 2013 and September 17, 2014 as exhibits to our Current Reports on Form 8-K filed with the SEC on December 16, 2013 and September 22, 2014, respectively. Our Bylaws are included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021.
COMMUNICATIONS WITH DIRECTORS
Shareholders, employees and other interested persons may communicate with our Board or any individual director using the FTI Consulting Integrity Hotline, which allows interested persons to place confidential reports by either telephone or the Internet, without divulging their name or other personal information. The reporting website may be accessed from any Internet-enabled computer at www.fticonsulting.ethicspoint.com. Telephone reports may be placed through the FTI Consulting Integrity Hotline by calling in the U.S. +1.866.294.3576 (toll free). Reports submitted through the FTI Consulting Integrity Hotline will be sent to designated recipients within the Company, which includes our Vice President – Chief Risk and Compliance Officer. If interested persons do not feel comfortable using the FTI Consulting Integrity Hotline, they may communicate with our Board, the Chairman of the Board, an individual director or the independent directors as a group by contacting our Vice President – Chief Risk and Compliance Officer, by telephone to Matthew Pachman, at +1.202.312.9100, by mail to his attention at FTI Consulting, Inc., 555 12th Street NW, Washington, D.C. 20004 or by email to matthew.pachman@fticonsulting.com. Communications directed to the Board, Chairman of the Board, an individual director or the independent directors as a group, depending upon the subject matter, will be directed to the Chairman of the Board, Chair of the Audit Committee or Chair of the Nominating, Corporate Governance and Social Responsibility Committee or other appropriate person who is responsible for ensuring that the concerns expressed are investigated and appropriately addressed. The Company will not filter any such communications.
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OTHER PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS
In addition to Proposal No. 1 to elect as directors the eight nominees named in this Proxy Statement, we will present the two additional proposals described below at the Annual Meeting. We have described in this Proxy Statement all the proposals that we expect will be made at the Annual Meeting. We do not know of any other matters to come before the Annual Meeting. If, however, any other matters properly come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their discretion on such matters as permitted under applicable law.
PROPOSAL NO. 2—RATIFY THE APPOINTMENT OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021
The firm of KPMG has served as the Company’s independent registered public accounting firm since 2006. KPMG has confirmed to the Audit Committee and the Company that it complies with all rules, standards and policies of the Public Company Accounting Oversight Board and the SEC governing auditor independence.
The Audit Committee has appointed KPMG as the independent registered public accounting firm to audit the Company’s books and accounts for the year ending December 31, 2021. We are seeking shareholder ratification of that action. Although shareholder ratification of the appointment of KPMG is not required, we are submitting the selection of KPMG for ratification as a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint an alternative independent registered public accounting firm if it deems such action appropriate. If shareholders do not ratify KPMG’s appointment, the Audit Committee will take that into consideration, together with such other factors it deems relevant, in determining whether to continue KPMG’s engagement as independent registered public accounting firm for the year ending December 31, 2021.
KPMG’s representative will be present, in person or by conference telephone, at the Annual Meeting and will have the opportunity to make a statement and to respond to appropriate questions from shareholders. See the section titled “Principal Accountant Fees and Services” on page 74 of this Proxy Statement for a description of the services provided by, and fees paid to, KPMG for the fiscal years ended December 31, 2019 and December 31, 2020 and other matters relating to the procurement of services.
Shareholder Approval Required. The ratification of the appointment of KPMG as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2021 requires a majority of the votes cast at the Annual Meeting on the proposal to be voted “FOR” this proposal. Abstentions will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 2 and will have no effect on the results of the vote on this proposal. Brokers and other designees have discretionary authority to vote on this proposal so we do not expect any broker non-votes on this proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 2.
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PROPOSAL NO. 3—VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2020 AT THE 2021 ANNUAL MEETING OF SHAREHOLDERS
Our shareholders have the opportunity to vote on an advisory (non-binding) resolution (“say-on-pay”) to approve the compensation of our NEOs identified in the section titled “Information about Our Executive Officers and Compensation—Compensation Discussion and Analysis —Named Executive Officers” for the year ended December 31, 2020 beginning on page 34 of this Proxy Statement. The Compensation Discussion and Analysis (“CD&A”) beginning on page 34 of this Proxy Statement describes the material elements of our NEO compensation policies and program, and the principles and objectives that informed our compensation decisions, for the year ended December 31, 2020.
We conduct continuous investor outreach throughout the year. Page 40 of the CD&A describes our shareholder engagement and outreach, and pages 45 to 56 of the CD&A describe the 2020 executive compensation program adopted by our Compensation Committee in 2020. In addition, we listened to our shareholders, and the section of the CD&A titled “Information about Our Executive Officers and Compensation — Compensation Discussion and Analysis—What Guides Our Program—How We Make Compensation Decisions—Role of Peer Companies” beginning on page 43 describes the peer group that we have selected for the purpose of benchmarking our CEO compensation.
The design of our compensation program has remained consistent year-over-year. In February 2020, the Compensation Committee established the financial performance metrics governing AIP and long-term incentive pay (“LTIP”) awards to the NEOs for the bonus year ended December 31, 2020. During 2020, the Compensation Committee did not modify such AIP and LTIP performance metrics or the individual pay opportunities due to the coronavirus disease 2019 (COVID-19) pandemic. When making compensation decisions for 2020, the Compensation Committee considered the significant efforts of the NEOs to deliver solid financial results while successfully navigating a period of unprecedented change and volatility as a result of the ongoing COVID-19 pandemic, financial crisis and social unrest, as well as management’s ability to meet the evolving needs of our employees, clients and shareholders. Our NEOs’ 2020 compensation program has been designed to:
PROVIDE our NEOs with competitive total pay opportunities to retain, motivate and attract talented executive officers.
MAINTAIN continuity of executive management by delivering opportunities for our CEO and other NEOs to earn competitive compensation.
Structure our executive compensation program to ALIGN THE INTERESTS of our CEO and other NEOs with those of our shareholders by encouraging solid corporate growth and the prudent management of risks and rewards.
BALANCE the emphasis on short-term and long-term compensation opportunities, focusing on the attainment of financial and strategic goals that contribute to the creation of shareholder value.
Place a significant percentage of each NEO’s total compensation opportunity AT-RISK and subject to the attainment of financial goals that drive or measure the creation of shareholder value.
Pay-for-PERFORMANCE.
Manage our executive compensation program CONSISTENTLY among our CEO and other participating NEOs.
Limit perquisites and other non-performance-based entitlements.
The say-on-pay vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs for 2020 as described in the Proxy Statement for the Annual Meeting.
The say-on-pay vote being presented pursuant to Section 14A of the Exchange Act is advisory and not binding on the Company, the Compensation Committee or the Board. Although the vote is non-binding, the Committee will review the voting results in connection with its ongoing evaluation of the Company’s executive compensation program, principles and objectives. We seek the advisory vote of our shareholders on say-on-pay annually. The next such advisory vote on say-on-pay will be held at the 2022 annual meeting of shareholders.
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We believe that the information provided in this Proxy Statement demonstrates our commitment and the commitment of our Compensation Committee to our pay-for-performance philosophy. The Board recommends that you approve the 2020 compensation of our NEOs for the year ended December 31, 2020 at the Annual Meeting by approving the following advisory (non-binding) resolution:
“RESOLVED, that the shareholders approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the year ended December 31, 2020 as described in the Proxy Statement for the 2021 Annual Meeting of Shareholders.”
Shareholder Approval Required. The approval of the advisory (non-binding) resolution approving the compensation of our NEOs for the year ended December 31, 2020 requires a majority of the votes cast on this proposal at the Annual Meeting to be voted “FOR” this proposal. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3 and will have no effect on the results of the vote on this proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 3.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There were 34,217,718 shares of our Common Stock issued and outstanding as of the close of business on the Record Date. The following table shows the beneficial ownership of our Common Stock by:
each of the NEOs named in this Proxy Statement;
each person known by us to own beneficially more than 5% of our outstanding shares of Common Stock;
each of our directors and director nominees; and
all of our executive officers and directors as a group.
For the executive officers, directors and director nominees, the beneficial ownership information is presented as of the close of business on the Record Date. For the shareholders who own beneficially more than 5% of our outstanding shares of Common Stock, the information is presented as of the date of the most recent Schedule 13G/A filed by each such shareholder with the SEC as of the date of this Proxy Statement.
The amounts and percentages of shares of Common Stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities with respect to which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of Common Stock and has not pledged any of our securities to secure or serve as collateral for any indebtedness or other obligations.
Name of Beneficial Owner (1)
Number of
Common
Shares Owned
Unvested
Restricted
Shares
Right to Acquire
Vested and Exercisable
Stock-Based Options (2)
Total Shares
Beneficially
Owned
Percentage of
Shares Beneficially
Owned (%)
Steven H. Gunby
392,340
36,754
227,904
656,998
1.92
Ajay Sabherwal
7,772
5,568
13,065
26,355
*
Paul Linton
32,246
5,569
92,805
130,620
*
Curtis P. Lu
21,942
5,569
13,663
41,174
*
Holly Paul
30,361
5,569
20,059
55,989
*
Brenda J. Bacon
19,000
1,994
20,994
*
Mark S. Bartlett
28,559
1,994
30,553
*
Claudio Costamagna
43,353
43,353
*
Vernon Ellis
25,093
25,093
*
Nicholas C. Fanandakis (3)
6,800
6,800
*
Gerard E. Holthaus (4)
66,643
1,994
68,637
*
Laureen E. Seeger
21,757
1,994
23,751
*
BlackRock, Inc. (5)
55 East 52nd Street
New York, NY 10055
3,071,517
3,071,517
8.6
Kayne Anderson Rudnick Investment
Management LLC (6)
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
3,778,414
3,778,414
11.03
The Vanguard Group (7)
100 Vanguard Blvd.
Malvern, PA 19355
3,268,376
3,268,376
9.16
All directors and executive officers as a group (13 persons)
696,815
73,006
367,496
1,137,317
3.32
* = Less than 1%
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(1)
Unless otherwise specified, the address of these persons is c/o FTI Consulting, Inc.’s executive office at 555 12th Street NW, Washington, D.C. 20004.
(2)
No stock options, stock-based units or other rights to acquire shares of Common Stock will vest or become exercisable within 60 days of the Record Date.
(3)
The reported beneficial ownership of Nicholas Fanandakis excludes 1,994 shares of Common Stock issuable on account of unvested deferred stock units.
(4)
The reported beneficial ownership of Gerard Holthaus excludes 37,500 shares of Common Stock issuable on account of vested deferred stock units.
(5)
Information is based on Schedule 13G/A filed with the SEC on January 29, 2021 reporting (i) sole power to vote or direct the vote of 2,939,540 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 3,071,517 shares, and (iv) shared power to dispose or direct the disposition of zero shares of the Company’s Common Stock. BlackRock, Inc. reports that various other persons have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of our Common Stock, and no one person’s interest is more than 5% of our total outstanding shares of Common Stock.
(6)
Information is based on Schedule 13G/A filed with the SEC on March 10, 2021 reporting (i) sole power to vote or direct the vote of 2,817,996 shares, (ii) shared power to vote or direct the vote of 960,418 shares, (iii) sole power to dispose or direct the disposition of 2,817,996 shares, and (iv) shared power to dispose or direct the disposition of 960,418 shares of the Company’s Common Stock.
(7)
Information is based on Schedule 13G/A filed with the SEC on February 10, 2021 reporting (i) sole power to vote or direct the vote of zero shares, (ii) shared power to vote or direct the vote of 24,167 shares, (iii) sole power to dispose or direct the disposition of 3,215,409 shares, and (iv) shared power to dispose or direct the disposition of 52,967 shares of the Company’s Common Stock.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND COMPENSATION
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Executive Officers and Key Employees
Principal Business Experience for the Past Five Years

Ajay Sabherwal
Chief Financial Officer
Officer Since: 2016
Age: 55
Ajay Sabherwal joined the Company in August 2016 as Chief Financial Officer. From July 2010 to August 2016, Mr. Sabherwal was the Executive Vice President and Chief Financial Officer of FairPoint Communications, Inc., a provider of telecommunications services primarily in Northern New England. Mr. Sabherwal is a director of Prairie Provident Resources Inc., a corporation engaged in the exploration and development of oil and natural gas properties, which is listed on the Toronto Stock Exchange.

Paul Linton
Chief Strategy and Transformation Officer
Officer Since: 2014
Age: 50
Paul Linton joined the Company in August 2014 as Chief Strategy and Transformation Officer. From September 2000 to August 2014, Mr. Linton was a management consultant with The Boston Consulting Group, a leading business strategy consulting services firm, where he was most recently a Partner and Managing Director.

Curtis P. Lu
General Counsel
Officer Since: 2015
Age: 55
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. During Mr. Lu’s term as an officer of LightSquared, Inc., it sought Chapter 11 bankruptcy protection, having filed in May 2012. Mr. Lu began his legal career at Latham & Watkins LLP, an international law firm, where he was a litigation partner.

Holly Paul
Chief Human Resources
Officer
Officer Since: 2014
Age: 50
Holly Paul joined the Company in August 2014 as Chief Human Resources Officer. From 2013 to August 2014, Ms. Paul was Senior Vice President and Chief Human Resources Officer of Vocus, Inc., a publicly traded company offering marketing and public relations software. Prior to 2013, Ms. Paul spent 18 years with PricewaterhouseCoopers LLP, a global public accounting firm, serving in various roles, ultimately rising to become the firm’s most senior talent acquisition leader.

Brendan J. Keating
Chief Accounting Officer and Controller
Officer Since: 2019
Age: 57
Brendan Keating has held the positions of Chief Accounting Officer and Controller since March 2019. From September 2011 to March 2019, Mr. Keating was Vice President – Assistant Controller of the Company. Mr. Keating served as a Senior Vice President of Accounting Policy and Reporting at Discovery, Inc., a mass media company, from 2008 to 2011.

Matthew Pachman
Vice President – Chief Risk and Compliance Officer
Officer Since: 2012
Age: 56
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.
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.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) section describes the material elements of our executive compensation program and policies and practices for 2020, and the principles and objectives of our decisions with respect to 2020 compensation for our named executive officers (each an “NEO,” and collectively, our “NEOs”).
Despite the significant effect that the coronavirus disease 2019 (COVID-19) (“COVID-19”) pandemic had on the Company’s financial results, no adjustments were made to the targets and payment opportunities under the executive compensation program for 2020. In light of the challenges of the COVID-19 pandemic to the overall economic and business environment, the Company delivered solid financial performance within its revised guided range during fiscal 2020. Revenues increased 4.6%, EBITDA, as adjusted (“Adjusted EBITDA”), declined 3.4% and earnings per diluted share (“EPS”), as adjusted (“Adjusted EPS”), grew 3.3% compared to 2019.
When making compensation decisions for fiscal 2020, the Compensation Committee considered the significant efforts of the executive team to deliver these solid financial results while successfully navigating a period of unprecedented change and volatility as a result of the ongoing COVID-19 pandemic, financial crisis and social unrest, as well as management’s ability to meet the evolving needs of FTI Consulting’s professionals, clients, shareholders and communities.
NAMED EXECUTIVE OFFICERS
Our NEOs determined as of December 31, 2020 include the following current executive officers of the Company:
Name
Title
Steven H. Gunby
President and Chief Executive Officer (“CEO”)
Ajay Sabherwal
Chief Financial Officer (“CFO”)
Paul Linton
Chief Strategy and Transformation Officer (“CSTO”)
Curtis P. Lu
General Counsel (“GC”)
Holly Paul
Chief Human Resources Officer (“CHRO”)
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EXECUTIVE SUMMARY
2020 Company Performance Update
2020 presented unprecedented challenges for individuals and organizations across the globe. FTI Consulting’s top-line growth in the face of COVID-19, in the face of all of the challenges it has created for our clients and for our teams is a powerful testament to the strength of our enterprise, its relevance to clients facing major events, and, most important, the dedication and resilience of our more than 6,300 employees across the globe.

(1)
Equity market capitalization has been calculated by multiplying the number of total shares outstanding on December 31, 2020, by the closing price per share on December 31, 2020.
See Appendix B for the definitions of Adjusted EPS, Free Cash Flow and other non-GAAP financial measures 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. Certain of these non-GAAP financial measures are not defined the same as the similarly named financial measures used to establish annual incentive pay (“AIP”) for the year ended December 31, 2020 (“2020 AIP”). See Appendix C for the definitions of similarly named non-GAAP financial measures for determining 2020 AIP and reconciliations to the most directly comparable GAAP financial measures.
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Business Overview
FTI Consulting is a global business advisory company dedicated to helping organizations manage change, mitigate risk and resolve disputes. With more than 6,300 employees located in 28 countries, we are the company our clients call on when their most important issues are at stake.
The Company is organized into five business segments. Each segment seeks to be a global leader in its field by committing to playing a major role in how our clients confront and manage change and mitigate risk.
Corporate Finance & Restructuring 37% of Revenues (1)
Focuses on the strategic, operational, financial, transactional and capital needs of clients and delivers a wide range of service offerings related to restructuring, business transformation and transactions.
Forensic and Litigation Consulting 20% of Revenues (1)
Provides a range of multidisciplinary and independent services related to risk advisory, investigations and disputes.
Economic Consulting
24% of Revenues (1)
Analyzes complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates.
Technology
9% of Revenues (1)
Offers a comprehensive portfolio of consulting and services for information governance, privacy and security, electronic discovery (e-discovery) and insight analytics.
Strategic Communications
10% of Revenues (1)
Designs and executes communications strategies to manage financial, regulatory and reputational challenges, navigate market disruptions, articulate corporate brands, stake competitive positions and preserve freedom to operate.
(1)
Revenue percentages based on consolidated Company revenues for the year ended December 31, 2020.
The coronavirus disease 2019 (COVID-19) pandemic has created global volatility, economic uncertainty and general market disruption. Throughout 2020, each of our business segments was impacted differently by the COVID-19 pandemic. In general, our professionals were limited in our ability to serve our clients due to social distancing, travel restrictions, regulatory moratoriums, and postponements of legal proceedings and investigations. At the same time, in the first half of 2020, the adverse economic impact of the COVID-19 pandemic drove increased demand for restructuring and bankruptcy services provided by our Corporate Finance & Restructuring segment, and in the second half of 2020, access to inexpensive capital resulted in a surge in mergers and acquisitions (“M&A”) activity, which drove demand for M&A-related antitrust and “second request” services in our Economic Consulting and Technology segments. As a result, although some parts of our business operated at record low levels of utilization at certain points in the year due to pandemic-related challenges, FTI Consulting still delivered record revenues in 2020, reflecting the progress we have made on a multi-year basis in terms of our client relationships, the breadth and diversity of our offerings, the capabilities of our people and the strength of our balance sheet.
Our Commitment to Sustainable Growth
Sustainable growth in professional services results from attracting, developing and promoting great professionals who have ambitions to grow their businesses. Over the last several years, our financial results have shown that if we do the right things for our business over any medium-term period, even though quarters and market conditions can fluctuate, we can build a powerful growth engine through those efforts.
This means not overreacting to temporary factors that are out of management’s control and being willing to support our strong businesses and professionals in the face of short-term market headwinds because we believe over any multi-year period, the financial performance of great professional services firms is dictated by the fundamentals of the business, such as:
Investing to promote, support and attract talented professionals who can strengthen and build leading positions in areas of critical client needs.
Investing EBITDA behind key growth areas in which we have a right to win.
Leveraging investments to build positions that will support profitable growth on a sustained basis through a variety of economic conditions.
Actively evaluating and considering opportunistic acquisitions but committing on a day-in, day-out basis to growth by organic means.
Maintaining a strong balance sheet and committing to using our strong cash flow generation to enhance shareholder returns.
Creating a diverse and inclusive and high-performing culture where our professionals can grow their career and achieve their full potential.
Being a responsible corporate citizen that drives positive change in the communities in which we do business.
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Our Strategy in Action – A Powerful Platform for Sustainable Growth


(1)
See Appendix B 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.
(2)
2017 GAAP EPS includes $44.9 million, or $1.14 per share, benefit from the impact of adopting the 2017 U.S. Tax Cuts and Jobs Act.
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Strong Track Record of Delivering Enhanced Shareholder Returns
The strength of our financial performance and strategic accomplishments over the past five years is reflected in our total shareholder return (“TSR”). The following graph compares the annual TSR for the five-year period ended December 31, 2020 of FTI Consulting’s common stock, par value $0.01 per share (“Common Stock”), with the Standard & Poor’s 500® (the “S&P 500”) Index, assuming an investment of $100.00 on December 31, 2015 for fiscal years ending December 31 in such stock or index, including reinvestment of dividends. As of December 31, 2020, such initial $100.00 investment in the Company’s Common Stock and the S&P 500 Index would have been valued at $322.33 and $203.04, respectively.

Evolution of Executive Compensation Best Practices
The Compensation Committee has instituted a number of changes to our executive compensation program since 2017 to align with evolving competitive and governance practices, respond to feedback from our shareholders, and strengthen the link to performance and the rigor of our program. These changes have included, among others:
ENHANCED PAY-FOR-PERFORMANCE ALIGNMENT by increasing total at-risk compensation for our CEO to 86.7% in 2020 from 70.8% in 2017 and for our other NEOs to 66.7% in 2020 from 58.3% in 2017.
INCREASED FOCUS ON FINANCIAL PERFORMANCE by increasing the weighting of AIP opportunity based on financial performance metrics to 75% from 66.7% for the CEO in 2018.
REDUCED WEIGHTING OF INDIVIDUAL PERFORMANCE by decreasing the individual performance component of AIP to 25% from 33.3% for the CEO in 2018.
BOLSTERED PERCENTAGE OF PERFORMANCE-BASED EQUITY AWARDS by increasing the percentage of performance-based restricted stock units (“Performance RSU”) to 66.7% from 50% and to 60% from 50% for our CEO and other NEOs, respectively, with the balance in awards of shares of restricted stock (“RSA”) in 2018.
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INCREASED RIGOR OF LTIP METRICS by increasing the performance percentiles for the long-term incentive pay (“LTIP”) metric based on FTI Consulting’s TSR compared to the TSR of the adjusted S&P 500 (“Relative TSR”), at target and maximum to 55th and 80th percentiles from 50th and 75th percentiles, respectively, for the CEO in 2018.
CAPPED LTIP PAYOUTS FOR NEGATIVE RELATIVE TSR performance at 100% of target in 2017.
ENHANCED PROXY DISCLOSURE around the individual performance component of our AIP for our CEO and other NEOs in 2019.
2020 Executive Compensation Program and Decisions at a Glance
The below diagrams describe the key elements of our executive compensation program and decisions for the year ended December 31, 2020:
Award
CEO COMPENSATION
Form
Performance Metrics
2020 Final Pay
Outcome
Annual Base Salary
Fixed Cash

$1,000,000
N/A
$1,000,000
Total AIP Opportunity at Target
$2,000,000 (2.0x Annual Base Salary)
AIP
AIP Target Opportunity as % of Annual Base Salary

Threshold – 100% ($1,000,000)
Target – 200% ($2,000,000)
Maximum – 300% ($3,000,000)
Metric as % of Total AIP Opportunity

Adjusted EPS – 37.5%
Adjusted EBITDA – 37.5%
Individual Performance – 25%
$2,135,169
(106.8% of Target)
Form of Payment as % of Total AIP

Cash – 75%
RSAs – 25%
Total LTIP Opportunity at Target
$4,500,000 (4.5x Annual Base Salary)
(increased from 4.0x Annual Base Salary in 2019)
LTIP
Time-Based RSAs
RSA Opportunity as % of Total LTIP
Opportunity at Target

33.33% ($1,499,850)
N/A
Three-Year Pro Rata
Vesting Period
Performance RSUs
Performance RSU Opportunity as % of Total LTIP
Opportunity at Target

66.67% ($3,000,150) (“CEO Performance RSU Target”)

Performance RSU Payout Opportunity as % of CEO
Performance RSU Target

Threshold – 50% ($1,500,075)
Target – 100% ($3,000,150)
Maximum – 150% ($4,500,225)
Company Relative TSR

Threshold – 25th Percentile
Target – 55th Percentile
Maximum – 80th Percentile
Three-Year
Performance Period
Ending 12/31/2022
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Award
NEOs (Other than CEO) COMPENSATION
Form
Performance Metrics
2020 Final Pay
Outcome
Annual Base Salary
Fixed Cash

$600,000
N/A
$600,000
Total AIP Opportunity at Target
$600,000 (1.0x Annual Base Salary)
AIP
AIP Target Opportunity as % of Annual Base Salary

Threshold – 50% ($300,000)
Target – 100% ($600,000)
Maximum – 150% ($900,000)
Metric as % of Total AIP Opportunity

Adjusted EPS – 33.33%
Adjusted EBITDA – 33.33%
Individual Performance – 33.34%
$652,712
(108.8% of Target )
Form of Payment as % of Total AIP

Cash – 100%
LTIP
Total LTIP Opportunity at Target
$600,000 (1.0x Annual Base Salary)
Time-Based RSAs
RSA Opportunity as % of Total LTIP
Opportunity at Target

40% ($240,000)
N/A