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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)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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555 12th Street NW
Suite 700
Washington, D.C. 20004
+1.202.312.9100
April 15, 2022
DEAR FELLOW SHAREHOLDERS:
You are invited to join us at the 2022 Annual Meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation, on Wednesday, June 1, 2022 at 9:30 a.m., Eastern Daylight Time, at our executive office located at 555 12th Street NW, Suite 700, Washington, D.C. 20004.
Attached you will find a Notice of Meeting and our Proxy Statement, each of 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 18, 2022 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 a 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 2022 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Suite 700, 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/FCN2022, 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 1, 2022

Meeting Place:
555 12th Street NW
Suite 700
Washington, D.C. 20004

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

Record Date:
March 3, 2022
ITEMS OF BUSINESS AND VOTE RECOMMENDATIONS:
 
 
 
 
Proposal Number
Proposal
Board of Directors
Voting
Recommendation
 
No. 1
Consider and vote upon the election as directors of the ten nominees named in the proxy statement
FOR each nominee
 
No. 2
Consider and vote upon the ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2022
FOR
No. 3
Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2021 as described in the proxy statement
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 beginning on page 5, you will not be admitted to the 2022 annual meeting. Cameras, recording devices and other electronic devices will not be permitted at the 2022 annual meeting.
Annual Meeting Location:
The 2022 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Suite 700, 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/FCN2022, 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 authorize a proxy to vote on your behalf as soon as possible. For specific instructions on how to 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 authorize a proxy to vote your shares. You may vote or authorize a proxy to vote your shares as follows:

In person at
the Annual Meeting
held in person

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 15, 2022
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 1, 2022 (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 2021 Annual Report on or about April 15, 2022. 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 1, 2022. This Proxy Summary does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting or authorizing a proxy to vote on your behalf.
GENERAL INFORMATION
Date:
June 1, 2022
Time:
9:30 a.m., Eastern Daylight Time
Location: *
FTI Consulting, Inc.
555 12th Street NW
Suite 700
Washington, D.C. 20004
Record Date:
Close of business on March 3, 2022
Stock Symbol:
FCN
Exchange:
New York Stock Exchange (the “NYSE”)
Common Stock Outstanding as of the Close of Business on the Record Date Entitled to Vote at the Annual Meeting:
34,432,204 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 2022 annual meeting of shareholders is currently scheduled to be held at 555 12th Street NW, Suite 700, 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/FCN2022, where you will also find information on how to attend the virtual meeting.
Forward-Looking 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 environmental, social and governance (“ESG”)-related matters and other sustainability plans, initiatives, projections, goals, commitments, expectations or prospects, made in this document are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022. Any references to standards of measurement and performance made regarding our ESG-related matters and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation or prospect can or will be achieved. 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
Our Purpose
We are one company with five business segments that are united by one purpose: to help our clients with an ever-increasing share of their most significant opportunities and challenges.
Our Values
Integrity | Creativity | Achievement | Respect | Empathy

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2021 Awards & Recognition
“Our success has been driven by committing to support our people and our clients, independent of market conditions, a commitment that has allowed us to deliver increasingly powerful results for our clients while creating a robust environment where talented people who choose to build their career here can thrive.” – Steven H. Gunby, President & Chief Executive Officer of FTI Consulting

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2021 Achievements
FTI Consulting delivered record financial performance in 2021.

(1)
See Appendix A for the definitions of EBITDA, as adjusted (“Adjusted EBITDA”), and other financial measures for financial reporting purposes referred to in this proxy statement (“Proxy Statement”) that have not been presented or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are considered not in conformity with GAAP (“non-GAAP”) under the rules promulgated by the SEC, 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, 2021 (“2021 AIP”). See the section of this Proxy Statement titled “Information about our Executive Officers and Compensation — Compensation Discussion and Analysis — 2021 Pay Outcomes — 2021 Annual Incentive Pay — Financial Metrics” beginning on page 51 and Appendix B for the definitions of similarly-named non-GAAP financial measures for determining 2021 AIP, and Appendix B for the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures.
(2)
“Equity Market Capitalization” for the years 2018 and 2021 has been calculated by multiplying (i) the number of total shares of Common Stock outstanding on December 31 of the applicable year by (ii) the closing price per share of Common Stock of the Company reported on the NYSE for December 31 of the applicable year.
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Our Strategy for Sustainable Growth
2021 was another great year for FTI Consulting, which we believe is further confirmation of the fundamental strength of this Company: what our people are doing every day to build our business in ways that allow us to help our clients navigate their most significant opportunities and challenges.
Sustainable growth in professional services comes from attracting, developing and promoting great professionals with ambitions to grow their segments, practices and services. 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 segments, practices and professionals, even 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 components of the business that can be influenced by management, such as:
Promoting, developing and attracting 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 robust 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.
2021 presented both unique and unprecedented challenges for our business and our people. Our sustained top-line growth in the face of the COVID-19 pandemic is a testament to the depth and diversity of our business and segments and practices, their relevance to our clients facing major events, and, most importantly, our commitment to having the courage, conviction and wherewithal to invest behind and support our professionals, irrespective of short-term factors.
We believe if we continue to have the confidence to not overreact to short-term factors, over the medium-term, we will build businesses that great people want to be a part of — segments and practices that attract great people, that support their ambitions and development and that allow them to build businesses and client relationships that, through the short-term headwinds and tailwinds, become sustainable, powerful, durable and resilient growth engines.
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Our Strategy in Action – A Powerful Platform for Sustainable Growth

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(1)
“Organic Revenue Growth” has been calculated excluding the impact of acquisitions and foreign currency (FX) translation in each of the years presented.
(2)
See Appendix A for the definitions of Adjusted EBITDA, earnings per diluted share, 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 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”). See “Information about Our Executive Officers and Compensation — Compensation Discussion & Analysis — 2021 Pay Outcomes — 2021 Annual Incentive Pay — Financial Metrics” beginning on page 51 and Appendix B for the definitions of similarly-named financial measures for determining the AIP of our named executive officers for the year ended December 31, 2021, and Appendix B for the reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures.
ESG-RELATED PRACTICES, POLICIES, PROGRESS AND ACHIEVEMENTS
FTI Consulting is committed to being a responsible corporate citizen, and we believe proactively identifying and addressing ESG-related risks and opportunities are both integral to sustaining our strong growth trajectory and critical to maintaining our license to operate in today’s dynamic market.
The following pages discuss our company-specific sustainability and corporate citizenship initiatives while seeking to align with established reporting frameworks and standards, including the Task Force on Climate-Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB). In 2021, we also responded to the Carbon Disclosure Project (CDP) Climate Change questionnaire. These disclosures are reflective of our commitment to transparent reporting of our sustainability journey to our stakeholders. As a participant to the United Nations’ (“UN”) Global Compact, FTI Consulting supports the Ten Principles (the “Principles”) on human rights, labor, environment and anti-corruption. The UN Global Compact and its Principles are ingrained in our culture, policies and day-to-day operations. For further information on these disclosures and to learn more about FTI Consulting’s ESG program, please review our Corporate Sustainability Report.
The Company’s policies and reports relating to ESG topics can be found in the Governance section of the Company’s website under “About FTI — Governance” at http://www.fticonsulting.com/about/governance.
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 our collective environmental impact.

Sustainability
Committed to achieving net-zero greenhouse gas (“GHG”) emissions by 2030.
Published FTI Consulting’s first-ever Corporate Sustainability Report.
Committed to identifying emission reduction targets for Scope 1 and Scope 2, as well as business travel, in 2022 and intend to work toward having these goals validated by the Science Based Targets initiative (SBTi).
Reduced GHG emissions by 12% in 2021 compared with 2020.
Reduced emissions intensity per employee by 18% from 2.59 MT CO2e in 2020 to 2.13 MT CO2e in 2021.
Achieved 100% renewable energy in FTI Consulting’s London office, one of our largest offices globally.
62% of employees sit in LEED-certified (or equivalent) buildings.
Server infrastructure has been 90+% virtualized.
Achieved first-ever Fitwel-certified office with the opening of FTI Consulting’s New York City office at 1166 Avenue of the Americas.
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
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.

Corporate Citizenship
FTI Consulting professionals supported more than 1,200 charitable organizations in 2021 through the Company’s Corporate Citizenship Program.
28% of employees participated in FTI Consulting’s Corporate Citizenship Program in 2021.
FTI Consulting professionals provided more than 5,400 hours of volunteer service in 2021.
FTI Consulting professionals donated more than $4.3 million in pro bono services in 2021, doubling pro bono service provided compared with 2020.
Employees are provided up to 35 hours each year to participate in a pro bono project, which counts toward their utilization and productivity metrics.
Employees receive a full day of FTI Consulting-sponsored volunteer time and are eligible to participate in the Company’s Employee Matching Gift Program.
Diversity, Inclusion & Belonging
Signatory of the CEO Action for Diversity & Inclusion pledge.
80% of our Named Executive Officers represent diverse groups.
46% of our Executive Committee represents diverse groups.
Reached 81% of our global workforce through our Diversity Ambassadors and FTI Consulting’s Women’s Initiative (“FTI WIN”) programs in 2021.
Published our workforce gender demographics data globally and ethnicity demographics for employees based in the United States (“U.S.”), United Kingdom (“UK”), Canada, South Africa and Australia.
Increased hiring of Black professionals in the U.S. by 40% in 2021 compared with 2020.
Increased hiring of Asian professionals in the U.S. and UK by 7% and 16%, respectively, in 2021 compared with 2020.
Increased female Senior Managing Directors by 6% in 2021 compared with 2020, working toward our goal of reaching 165 female Senior Managing Directors by 2025, which would represent a 76% increase compared with 2020. Since 2018, our total number of female Senior Managing Directors has increased by 54%.
Increased historically underrepresented minority (“URM”) Senior Managing Directors by 13% in 2021 compared with 2020, working toward our goal of reaching 120 URM Senior Managing Directors by 2025, which would represent a 97% increase compared with 2020.
Increased female employees in management positions (Manager level and above) by 15% in 2021 compared with 2020.
Increased female employee representation globally to 42% in 2021 compared with 40% in 2020.
Extended our 50/50 gender balanced hiring target for campus and graduate hires to include Consultant and Senior Consultant levels in 2021.
Over 3,100 Manager level and above professionals completed inclusive culture training, with 820 professionals participating virtually in 2021.
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Launched several new Diversity, Inclusion & Belonging programs in 2021, including:

The FTI Hispanic/Latinx Organization for Leadership and Advancement (HOLA) initiative.

A microaggressions training for all Consultant and Senior Consultant level professionals.

FTI WIN Drive, a coaching program for Senior Director level and above female professionals, which focuses on supporting participants in achieving personal career goals, among other topics, and provides small group coaching on business development, business origination, cross-segment networking and more.
Member of Stonewall’s Global Diversity Champions program, one of the leading benchmarks for global LGBTQ+ workplace diversity and inclusion.
For more information, please view our Human Capital Report.
Human Capital
Named to Forbes magazine’s list of America’s Best Management Consulting Firms for the sixth consecutive year.
Recognized as a Best Firm to Work For by Consulting magazine for the fourth consecutive year.
Named a Great Place to Work-Certified company in the U.S. and UK.
Increased total global headcount by 7% in 2021 compared with 2020.
Voluntary employee turnover rate of 16% in 2021.
Employee engagement score of 80% job satisfaction in 2021.
Achieved 86% acceptance rate for experienced hires and 75% acceptance rate for campus hires in 2021.
Continued to evolve hybrid working principles to balance outstanding client service with employee flexibility and well-being.
Launched employee platform featuring mental health, fitness and financial literacy modules and support tools.
Professional Development
Offered more than 840 talent development trainings overall in 2021, a 42% increase compared with 2020.
88% of employees participated in talent development training programs in 2021:

Employees logged more than 88,500 training hours.

Average annual training hours per employee of 13.1 hours.
More than 920 professionals were selected for and completed leadership training programs in 2021.
Employees reported an 88% satisfaction rating for talent development courses taken in 2021.
Offered key programs in business development for over 1,250 client-facing professionals across all levels and all regions in 2021.
Over 1,250 professionals were promoted in 2021, a record number.
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Governance
Our approach to corporate governance is informed by principled actions, effective decision making and appropriate monitoring of compliance, risks and performance.

Board Oversight
The Nominating, Corporate Governance and Social Responsibility Committee oversees FTI Consulting’s ESG strategy and performance and reports to the full Board of Directors (the “Board”).
Best Practice Board Leadership
90% 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.
30% of directors are female.
30% of directors are racially diverse.
20% of directors are based outside of the U.S.
Shareholder Rights
No poison pill.
No outstanding enhanced voting rights shares.
Compliance and 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 for officers, employees and non-employee directors.
Policy on Inside Information and Insider Trading supported by training 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 2021 COMPENSATION PROGRAM
Our executive compensation program is strongly linked to the financial and operational performance of the Company. The overall design of our compensation program and each of its three primary components have remained consistent year-over-year, and we did not modify our incentive programs during 2021 due to the ongoing impact of COVID-19 on our business.
 
Annual Cash
Base Salary
Fixed element of annual compensation
No change to base salary levels for 2021 from 2020
Annual Incentive Pay
(“AIP”) Program
Short-term cash incentive with variable payout opportunities based on Adjusted EPS, Adjusted EBITDA and individual performance measured against annual performance goals
No change to types of AIP payout opportunities for 2021 from 2020
Long-Term Incentive Pay
(“LTIP”) Program
Long-term equity incentives in the forms of time-based awards of shares of restricted stock (“RSAs”) and performance-based awards of restricted stock units (“Performance RSUs”) with multi-year vesting schedules
No change to types of LTIP equity award opportunities for 2021 from 2020
 
Our executive compensation program is designed with a focus on pay-for-performance. The charts below demonstrate that the Company’s executive compensation program balances fixed and at-risk pay, with 86.7% of the chief executive officer’s (“CEO’s”) target annual total compensation at-risk and 66.7% of our other named executive officers’ target annual compensation at-risk:
2021 CEO’s Compensation at Target
2021 Other NEOs’ Compensation at Target




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2021 SHAREHOLDER ENGAGEMENT AND OUTREACH
Consideration of Most Recent Say-on-Pay Vote Results
At our 2021 annual meeting of shareholders, our shareholders expressed support for our executive compensation program with approximately 97.8% of the votes cast in favor of our say-on-pay proposal approving named executive officer compensation for the year ended December 31, 2020. Our compensation decisions were informed by discussions in the second half of 2020 with our non-executive shareholders holding approximately 52.1% 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 45 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.

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 of Directors (the “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.
In 2021, the Nominating, Corporate Governance and Social Responsibility Committee engaged an independent adviser to assist with identifying qualified and diverse candidates for nomination as directors as part of its Board refreshment process. On March 22, 2022, the Board increased its size to ten directors from eight directors. The Nominating, Corporate Governance and Social Responsibility Committee nominated, and the Board elected, Nicole S. Jones and Stephen C. Robinson to fill such vacancies on the Board until the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest).
When considering Ms. Jones’ nomination, the Nominating, Corporate Governance and Social Responsibility Committee considered, among other factors, the significant extent of her leadership and public company employment experience with multinational corporations, as well as extensive regulatory and industry experience, notably in insurance, an industry focus of the Company. Mr. Robinson brings extensive legal and judicial litigation and investigations experience with a multinational law firm and as a former U.S. District Judge for the U.S. District Court for the Southern District of New York, government employment and insurance industry experience, and experience as a member of another public company’s board of directors. Both Ms. Jones and Mr. Robinson further enhance the Board’s diversity, which is of high importance to the Board.
90%

Independent
Directors
30%

Female
Directors
30%

Racially Diverse
Directors
8.3 Years

Average Tenure
(Range - 0 to 18 years)
65.9

Average Age
20%

Directors Based
Outside of U.S.
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Detailed information on each of our ten 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 13 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.
72
2004
 
 
Steven H. Gunby
President and Chief Executive Officer of
FTI Consulting, Inc.
64
2014
Brenda J. Bacon
President and Chief Executive Officer of Brandywine Senior Living LLC
71
2006
 
C
 
Mark S. Bartlett
Former Partner at Ernst & Young LLP
71
2015
Claudio Costamagna
Chairman of CC e Soci S.r.l.
66
2012
 
C
 
 
Sir Vernon Ellis
Former Chair of the Board of Trustees of the British Council
74
2012
Nicholas C. Fanandakis
Senior Adviser to the Chief Executive Officer of DuPont de Nemours, Inc.
65
2014
C
 
 
 
Nicole S. Jones (1)
Executive Vice President and General Counsel of Cigna Corporation
52
2022
Stephen C. Robinson (1)
Retired Partner of the Law Firm of Skadden, Arps, Slate, Meagher & Flom LLP
65
2022
 
 
 
 
Laureen E. Seeger
Chief Legal Officer of the American Express Company
60
2016
(1)
On March 22, 2022, Nicole S. Jones and Stephen C. Robinson were elected by the Board to fill vacancies resulting from its increase of the size of the Board to ten directors from eight directors. Ms. Jones and Mr. Robinson have not been elected to Committee assignments.

Independent Chairman of the Board
  C
Committee Chair
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SUMMARY OF VOTING PROPOSALS AND BOARD RECOMMENDATIONS
Proposal Number
Proposal
Board of
Directors Voting Recommendation
No. 1
Consider and vote upon the election as directors of the ten nominees named in the Proxy Statement
FOR each nominee
Each of the ten directors has been nominated by the Board to stand for election as a director 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 earliest). (See page 12)
No. 2
Consider and vote upon the ratification of the appointment of KPMG LLP as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2022
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, 2022. 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 30)
No. 3
Consider and vote upon an advisory (non-binding) resolution to approve the compensation of the named executive officers for the year ended December 31, 2021 as described in the proxy statement
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, 2021 as described in the Proxy Statement for the 2022 Annual Meeting of Shareholders.”
(See pages 31 and 32)

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
Suite 700
Washington, D.C. 20004
+1.202.312.9100
April 15, 2022
PROXY STATEMENT for 2022 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 1, 2022 (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, Suite 700, Washington, D.C. 20004.
Our Board of Directors (the “Board”) is soliciting our shareholders’ proxies to be exercised at the Annual Meeting. Shareholders of the Company as of the close of business on March 3, 2022, 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 15, 2022, 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, 2021 (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, Suite 700, 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/FCN2022, 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 ten 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, 2021, 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 FTI2022annualmeeting@fticonsulting.com.
WHEN AND WHERE WILL THE COMPANY HOLD THE ANNUAL MEETING?
The Annual Meeting will be held on Wednesday, June 1, 2022 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, Suite 700, Washington, D.C. 20004, telephone no. +1.202.312.9100.
However, as part of our precautions regarding the COVID-19 pandemic, 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/FCN2022, 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, 34,432,204 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 on any matter are represented in person or by proxy 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 ten nominees named in the Proxy Statement
As there are ten nominees for the ten 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, 2022
Ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2022 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, 2021 as described in the Proxy Statement
The approval of an advisory resolution approving the compensation of our named executive officers for the year ended December 31, 2021 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, 2021 as described in the Proxy Statement.
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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, or authorize a proxy to 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. However, 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 you beneficially own 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, 2022, 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.” Broker non-votes, if any, will have no effect on the election of any of the nominees for director in Proposal No. 1 or the approval of Proposal No. 3.
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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 FTI2022annualmeeting@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, Suite 700, Washington, D.C. 20004. However, as part of our precautions regarding the COVID-19 pandemic, 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/FCN2022, 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 18, 2022 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 FTI2022annualmeeting@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 Wednesday, May 18, 2022. 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.
WHAT IS HOUSEHOLDING OF ANNUAL REPORT AND PROXY STATEMENT INFORMATION?
Multiple shareholders who share a single address will receive only one Annual Report and Proxy Statement at that address. This practice, known as “householding,” reduces printing and postage costs. Beneficial shareholders may request information about householding from their banks, brokers or other holders of record. If you do not wish to participate in householding and prefer to receive your Notice in a separate envelope, please contact Broadridge Financial Solutions by calling its toll-free number at 1.866.540.7095 or by mail to Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
ADDITIONAL INFORMATION
On or about April 15, 2022, 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 FTI—Governance— Annual Reports” and “About FTI—Governance—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 ten directors, nine 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 advisers.
The Nominating, Corporate Governance and Social Responsibility Committee evaluates directors for election 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 29 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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Board Composition Developments
In 2021, the Nominating, Corporate Governance and Social Responsibility Committee engaged an independent adviser to assist with identifying qualified and diverse candidates for nomination as directors as part of its Board refreshment process. On March 22, 2022, the Board increased its size to ten directors from eight directors. The Nominating, Corporate Governance and Social Responsibility Committee nominated, and the Board elected, Nicole S. Jones and Stephen C. Robinson to fill such vacancies on the Board, in each case until the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest).
When considering Ms. Jones’ nomination, the Nominating, Corporate Governance and Social Responsibility Committee considered, among other factors, the significant extent of her business leadership and public company employment experience with multinational corporations, as well as extensive regulatory and industry experience, notably in insurance, an industry focus of the Company. Mr. Robinson brings extensive law firm and legal and judicial litigation and investigations experience with a multinational law firm and as a U.S. District Judge for the U.S. District Court for the Southern District of New York, government employment and insurance industry experience, and experience as a member of another public company’s board of directors. Both Ms. Jones and Mr. Robinson further enhance the Board’s diversity, which is of high importance to the Board.
Other Director Qualifications
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, race, background, professional skills, work experience and other qualities 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. Extent to which the candidate has some quality or experience that would fill a present need on the Board.
Sufficient Time. Extent to which 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. Qualification of the candidate as independent under the rules of the NYSE and the Company’s Categorical Standards of Director Independence which can be found in the Governance section of the Company’s website under “About FTI — Governance” at www.fticonsulting.com/about/governance and under the NYSE’s corporate governance rules.
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Qualifications of the 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.
With the election of Nicole S. Jones and Stephen C. Robinson as directors on March 22, 2022, the Board increased its diversity, which is of high importance. In addition, among their other qualifications, the new directors bring to the Board extensive leadership experience at multinational public corporations or a multinational law firm and experience with legal and business operations and management, judicial and governmental proceedings and litigation, investigations, and regulatory and industry experience, notably in the insurance industry, which is a focus of the Company.
 
 
 
 
Director
Leadership
Finance
and
Accounting
Services
or
Industry
Government
Other Public
Company
Board
Experience
Global
Gender
Diversity
Racial
Diversity
Independence

Brenda J. Bacon
 
 


Mark S. Bartlett

Claudio Costamagna
 
 
 
 

Vernon Ellis

Nicholas C. Fanandakis
 
 
 
 

Steven H. Gunby

Gerard E. Holthaus
 
 
 
 

Nicole S. Jones
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Director
Leadership
Finance
and
Accounting
Services
or
Industry
Government
Other Public
Company
Board
Experience
Global
Gender
Diversity
Racial
Diversity
Independence

Stephen C. Robinson
 
 
 
 

Laureen E. Seeger
The Nominating, Corporate Governance and Social Responsibility Committee discussed with each director his or her ability to continue to serve as a director if he or she were to be nominated by the Board and elected by shareholders at the Annual Meeting. All of the directors welcome the opportunity to continue to serve as a director of the Company if elected by shareholders at the Annual Meeting.
The 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. Director refreshment, with the election of two new directors on March 22, 2022, has resulted in a more diverse group of independent directors with gender diversity, racial diversity, significant experience and low average tenure.
90%

Independent
Directors
30%

Female
Directors
30%

Racially Diverse
Directors
8.3 Years

Average Tenure
(Range - 0 to 18 years)
65.9

Average Age
20%

Directors Based
Outside of U.S.
2022 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 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 ten of the directors to stand for election by shareholders at the Annual Meeting:
2022 Director Nominees
Brenda J. Bacon
Steven H. Gunby
Mark S. Bartlett
Gerard E. Holthaus
Claudio Costamagna
Nicole S. Jones
Vernon Ellis
Stephen C. Robinson
Nicholas C. Fanandakis
Laureen E. Seeger
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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 under “About FTI — Governance” and 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 nine non-employee directors named above who are standing for election at the Annual Meeting are independent. Steven H. Gunby is not considered independent since he is our President and Chief Executive Officer (our “CEO”).
In making its independence determinations, the Board considered that Brenda J. Bacon is Chief Executive Officer of Brandywine Senior Living LLC, Nicole S. Jones is Executive Vice President and General Counsel of Cigna Corporation 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, Ms. Jones 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 none of Ms. Bacon, Ms. Jones and 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, Cigna Corporation 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, 2019, December 31, 2020 and December 31, 2021.
Stephen C. Robinson retired as a partner of the multinational law firm of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) in 2021. The Company has not engaged, or paid any fees, for legal services to Skadden for each of the years ended December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021.
In addition, during each of the years ended December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021, the Company has not made charitable contributions to any organization in which a director serves as an employee, officer, director, trustee or partner, which in any single year exceeded the greater of $1.0 million or 2% of such organization’s gross revenues.
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PROPOSAL NO. 1—ELECT AS DIRECTORS THE TEN NOMINEES NAMED IN THE PROXY STATEMENT
Each of the ten directors nominated by the Board is standing for election 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 earliest).
We do not know of any reason why any nominee would be unable to serve as a director, if elected. If any nominee is unable to serve or, for good cause, will not serve, which is not anticipated, the 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 ten nominees is provided in the section of this Proxy Statement titled “Information about the Board of Directors and Committees — Information about the Nominees for Director” beginning on page 13 of this Proxy Statement.
Our policy is that all incumbent directors are expected to attend the annual meeting 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 director who does not receive the required vote will be subject to our mandatory resignation policy, which is described in the section of this Proxy Statement titled “Corporate Governance — Our Significant Corporate Governance Policies and Practices” beginning on page 25 of this Proxy Statement.
The Board of Directors Unanimously Recommends That You Vote FOR the Election of All Ten 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 2021 annual meeting of shareholders held on June 2, 2021 (the “2021 Annual Meeting”), other than Nicole S. Jones and Stephen C. Robinson, who were elected by the Board, effective March 22, 2022, to fill two vacancies created by increasing the size of the Board to ten directors from eight directors. Information about each of the ten directors nominated to stand for election at the Annual Meeting is detailed below:
2022 Nominees for Director
Principal Occupation and Business Experience


Brenda J. Bacon
Independent Director
Director Since: 2006
Age: 71
Brenda Bacon has been the 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 Senior Living LLC 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 William J. 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]
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: 71
Mark Bartlett has extensive accounting and financial services experience, having retired as a Partner of Ernst & Young LLP (“Ernst & Young”), 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:
T. Rowe Price Group, Inc. [Chair of Audit Committee and Member of Executive Compensation and Management Development Committee]
Willscot Mobile Mini Holdings Corp. [Chair of Audit Committee and Member of Compensation Committee]
Zurn Water Solutions Corporation [Lead Independent Director] [Chair of Audit Committee and Member of Executive Committee]
Select Non-Public Directorships and Committees:
The Baltimore Life Companies [Chair of Audit Committee]
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2022 Nominees for Director
Principal Occupation and Business Experience


Claudio Costamagna
Independent Director
Director Since: 2012
Age: 66
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 company. 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.
Public Company Directorships and Committees:
Advanced Accelerator Applications S.A. [Chairman]
REVO — SPAC [Chairman]
Select Non-Public Directorships and Committees:
CC e Soci S.r.l. [Chairman]
Ferragamo Finanziaria S.p.A.
Finavedi S.p.A.
Italiana Petroli S.p.A.
Salini Costruttori S.p.A.


Sir Vernon Ellis
Independent Director
Director Since: 2012
Age: 74
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 Adviser from January 2008 to March 2010 and International Chairman from January 2001 to December 2007 and holding other major operational roles prior to 2001.
Select Non-Public Directorships and Committees:
Britten Pears Arts [Chairman]
Live Music Now [Chairman]
Martin Randall Travel Ltd. [Chairman]
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2022 Nominees for Director
Principal Occupation and Business Experience


Nicholas C. Fanandakis
Independent Director
Director Since: 2014
Age: 65
Nicholas Fanandakis has served as Senior Adviser 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. Since then, Mr. Fanandakis 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 and Personnel Committee]


Steven H. Gunby
Director Since: 2014
Age: 64
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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2022 Nominees for Director
Principal Occupation and Business Experience


Gerard E. Holthaus
Independent Director
Chairman of the Board Since: 2013
Director Since: 2004
Age: 72
Gerard Holthaus has served as the Lead independent Director of WillScot Mobile Mini Holdings Corp., a leading provider of modular space solutions in North America, since July 2020. Mr. Holthaus served as independent non-executive Chairman of the Board of Directors 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 Directors 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 of Directors 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 and Related-Party Transactions Committee and Chair of Nominating and Corporate Governance Committee]
Past Public Company Directorships:
Algeco Scotsman Global S.a.r.l.
BakerCorp International, Inc.
Neff Corporation
Nesco Holdings, Inc.
Select Non-Public Directorships and Committees:
Saint Joseph Hospital [Trustee]
The Baltimore Life Companies [Chairman of the Board] [Member of Nominating and Corporate Governance Committee]


Nicole S. Jones
Independent Director
Director Since: 2022
Age: 52
Nicole Jones has been Executive Vice President and General Counsel of Cigna Corporation (“Cigna”), a multinational managed healthcare and insurance company, since 2011. During 2010, Ms. Jones served as Senior Vice President and General Counsel for Lincoln Financial Group (“Lincoln Financial”), a holding company operating insurance and investment management businesses. Prior to joining Lincoln Financial, from 2006 to 2010, Ms. Jones held various other positions with Cigna, including Deputy General Counsel, Corporate Secretary and Chief Counsel of Domestic Health Service, Securities and Investment Law. Ms. Jones has also held roles in corporate law departments at Johnson & Johnson, a multinational corporation that develops medical devices, pharmaceuticals and consumer packaged goods, MCI, Inc., a telecommunications company acquired by Verizon in 2006, and International Paper Company, a pulp and paper corporation.
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2022 Nominees for Director
Principal Occupation and Business Experience


Stephen C. Robinson
Independent Director
Director Since: 2022
Age: 65
Stephen C. Robinson is a retired partner of the law firm of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), a multinational law firm. Mr. Robinson joined Skadden in 2010 practicing in its litigation department, with a focus on government enforcement and white-collar crime, until his retirement in 2021. Mr. Robinson previously served as a U.S. District Judge for the U.S. District Court for the Southern District of New York from 2003 to 2010, for which he was nominated by President George W. Bush. Prior to serving on the Southern District court, Mr. Robinson held several other positions in government. From 1998 to 2001, he served as a U.S. Attorney for the District of Connecticut, for which he was nominated by President William J. Clinton. From 1998 to 2001, he served as Principal Deputy General Counsel for the Federal Bureau of Investigation. Mr. Robinson has also served in multiple leadership and management roles, including as the Chief Executive Officer of Empower New Haven, a nonprofit agency focused on urban development social services, from 2002 to 2003, and as the Chief Compliance Officer of Aetna U.S. Healthcare, a managed health care company, from 1996 to 1998.
Public Company Directorships and Committees:
Dycom Industries, Inc.
Select Non-Public Directorships and Committees:
Cornell University [Trustee]
Lincoln Center for the Performing Arts [Trustee]
Weill Cornell Medicine [Trustee]
The New York Community Trust [Trustee]
Weill Cornell Medicine [Trustee]


Laureen E. Seeger
Independent Director
Director Since: 2016
Age: 60
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.
Select Non-Public Directorships and Committees:
Central Park Conservancy [Trustee]
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 2021, 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 2021, 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
8
6
7
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 2021, our independent directors met in closed (executive) sessions four times without management, and all independent directors attended 75% or more of such sessions during the period in which they served as a director.
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 2, 2021 attended our 2021 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
 
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.
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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 FTI — 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-corporate-governance-and-social-responsibility-committee-of-the-board.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 our 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;
performs an annual self-evaluation of the Audit Committee;
reviews the Audit 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
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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 2021, 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 Advisers
Under the Compensation Committee Charter, the Compensation Committee is authorized to select, retain and direct the activities, and terminate the services, of compensation advisers, as well as approve fees and expenses of such advisers. During 2021, 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 2021, the Compensation Committee consulted Dechert LLP (“Dechert”) on certain legal aspects of executive officer compensation. During 2021, the Compensation Committee requested advice on a variety of issues from Pearl Meyer, including our annual and long-term executive incentive compensation program structures and performance metrics, CEO pay-for-performance, non-employee director compensation, the voting policies of proxy advisers and the composition of our compensation peer group, as well as our say-on-pay proposal and other compensation disclosures included in our proxy statement for our 2021 Annual Meeting. Neither Pearl Meyer nor the Company provided any services to the other during 2021, 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 general governance inquiries related to executive compensation matters, periodic securities law advice regarding equity grant practices, periodic tax advice relating to non-qualified deferred compensation pursuant to the Section 409A (“Code Section 409A”) of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and general advice regarding our say-on-pay proposal and other compensation disclosures in our proxy statement for our 2021 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 with 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.
Functions of the Compensation Committee
approves the compensation of our CEO;
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;
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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 the Compensation 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, 2021, 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;
oversees the process for performance evaluations of our executive officers in conjunction with our independent Chairman of the Board and the Compensation Committee;
oversees the process relating to succession planning for our CEO and other executive officer positions;
reviews directors’ and officers’ liability insurance terms and limits;
oversees, and reports to the Board and other interested Committees, regarding social responsibility, human capital and ESG-related factors;
reviews and discusses with management the Company’s reports that address ESG-related topics;
reviews the Nominating, Corporate Governance and Social Responsibility 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.
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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 2021:
 
 
 
 
Compensation Elements
2021 Director Compensation Values (1) (5)
($)
Alternative Forms of Payment
 
Annual Retainer: (2) (5) (6)
50,000
Cash or Deferred Stock Units
 
Annual Committee Chair Fees: (2) (5)
10,000 — Chair of Audit Committee
 7,500 — Chair of Compensation Committee
 5,000 — Chair of Nominating, Corporate
Governance and Social
Responsibility Committee
Cash or Deferred Stock Units
Additional Annual Non-Employee
Chairman of the Board Fee: (2) (5)
200,000
Cash or Deferred Stock Units
 
Annual Equity Award: (2) (3) (4) (5) (6)
250,000
Restricted Stock, Restricted Stock Units,
Deferred Restricted Stock Units or Cash
(1)
Continuing non-employee directors receive payment of the annual retainer and annual equity award, and Chairman of the Board or Committee Chair fee, if applicable, as of the date of each annual meeting of shareholders. A new non-employee director receives a prorated annual retainer and equity award upon first being elected to the Board other than at an annual meeting. A non-employee director, who is appointed 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 Code Section 409A of the Internal Revenue Code.
(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 elect 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.
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Director Summary Compensation Table
The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2021. Nicole S. Jones and Stephen C. Robinson, who joined the Board on March 22, 2022, are not included in the table below because they received no non-employee director compensation in 2021.
Name
Fees Earned or
Paid in Cash
($)
(a)
Stock
Awards (1)
($)
(b)
Option
Awards (1)
($)
(c)
All Other
Compensation (2)
($)
(d)
Total
($)
(e)
2021 Non-Employee Directors:
 
 
 
 
 
Brenda J. Bacon
55,000
249,960
304,960
Mark S. Bartlett
50,000
249,960
299,960
Claudio Costamagna
57,500
249,960
307,460
Vernon Ellis
50,000
249,960
299,960
Nicholas C. Fanandakis
60,000
249,960
309,960
Gerard E. Holthaus
250,000
249,960
499,960
Laureen E. Seeger
299,871
299,871
(1)
The balances of each non-employee director’s equity-based awards as of December 31, 2021 (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
2021 Non-Employee Directors:
 
 
 
 
Brenda J. Bacon
1,848
Mark S. Bartlett
1,848
Claudio Costamagna
1,848
Vernon Ellis
1,848
Nicholas C. Fanandakis
1,848
1,994
Gerard E. Holthaus
1,848
37,500
Laureen E. Seeger
369
1,848
(2)
No current director received perquisites or other benefits aggregating more than $10,000 in 2021.
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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 (5.0x) 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. All non-employee directors in office as of December 31, 2021 were in compliance with our Policy on Non-Employee Director Equity Ownership as of that date. Nicole S. Jones and Stephen C. Robinson will be eligible to receive pro rata non-director equity compensation as of March 22, 2022 and will be required to meet the director equity ownership requirement by the third anniversary of that date.
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CORPORATE GOVERNANCE
GOVERNANCE PRINCIPLES
Our following governance policies can be found on the Company’s website under “About FTI — 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 each of our 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 FTI2022annualmeeting@fticonsulting.com. Our governance policies are available on the Company’s website at www.fticonsulting.com under “About FTI — Governance” at https://www.fticonsulting.com/about/governance and 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 earliest).
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 26 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 a 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
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a final determination as to whether to recommend to the Board to accept all offers to resign, including those offers made by members 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 earliest). 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 entitled to vote, 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 boards of directors 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
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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, 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 Board members 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, 2021. 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 the Nominating, Corporate Governance and Social Responsibility Committee Charter, is formally charged with administering the annual self-assessments by the Board and each Committee. During the first quarter of 2022, the Board and each Committee conducted an 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 2022, 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 the Nominating, Corporate Governance and Social Responsibility Committee 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, corporate sustainability report, and other reports and policies relating to ESG published by the Company, which are available on the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/about/governance and at the below website links:
Name of Policy
Website Link
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
2020 Corporate Sustainability Report
https://www.fticonsulting.com/insights/reports/corporate-sustainability-report-2020
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 2021, 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 2021, the Board reviewed and discussed with management the impact of the 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, as well as the emergence of COVID-19 variants, compliance with government and U.S. and foreign vaccine mandates and company policies regarding vaccination requirements and exceptions.
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 FTI —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 2022 nominations described in our proxy statement for our 2021 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 2023, you must deliver this notice no earlier than November 16, 2022 and no later than December 16, 2022. 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.
In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to our Corporate Secretary no later than April 2, 2023.
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 FTI2022annualmeeting@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 incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022.
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 ten 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, 2022
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, 2022. We are seeking shareholder ratification of that action. Although shareholder ratification of the appointment of KPMG is not required, we are submitting the appointment 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, 2022.
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 81 of this Proxy Statement for a description of the services provided by, and fees paid to, KPMG for the fiscal years ended December 31, 2020 and December 31, 2021 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, 2022 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, 2021 AS DESCRIBED IN THE PROXY STATEMENT
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, 2021 beginning on page 36 of this Proxy Statement. The Compensation Discussion and Analysis (“CD&A”) beginning on page 36 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, 2021.
We conduct continuous investor engagement and outreach throughout the year. Page 43 of the CD&A describes our shareholder engagement and outreach, and pages 49 through 61 of the CD&A describe the 2021 executive compensation program adopted by our Compensation Committee for 2021. In addition, 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 47 describes the peer group that we selected for the purpose of benchmarking our 2021 CEO compensation.
The design of our compensation program has remained consistent year-over-year. In February 2021, the Compensation Committee established the financial performance metrics governing annual incentive pay (“AIP”) and long-term incentive pay (“LTIP”) awards to the NEOs for the bonus year ended December 31, 2021. During 2021, the Compensation Committee did not modify such AIP and LTIP performance metrics or the individual pay opportunities due to the COVID-19 pandemic. When making compensation decisions for 2021, 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’ 2021 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 2021 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 2023 annual meeting of shareholders.
At the 2023 annual meeting of shareholders, the Company will also seek the advisory vote of shareholders on the frequency of the say-on-pay vote.
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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 2021 compensation of our NEOs for the year ended December 31, 2021 as described in the Proxy Statement 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, 2021 as described in the Proxy Statement for the 2022 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, 2021 as described in the Proxy Statement 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 34,432,204 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, except as otherwise noted. 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
464,578
30,872
227,904
723,354
2.10
Ajay Sabherwal
13,447
4,289
13,065
30,801
*
Paul Linton
37,970
4,290
92,805
135,065
*
Curtis P. Lu
27,960
4,290
13,663
45,913
*
Holly Paul
22,485
4,290
2,477
29,252
*
Brenda J. Bacon
13,494
1,848
15,342
*
Mark S. Bartlett
30,553
1,848
32,401
*
Claudio Costamagna
43,879
43,879
*
Vernon Ellis
27,087
27,087
*
Nicholas C. Fanandakis (3)
6,800
1,848
8,648
*
Gerard E. Holthaus (4)
66,637
1,848
68,485
*
Nicole S. Jones (5)
317
317
*
Stephen C. Robinson (5)
317
317
*
Laureen E. Seeger (6)
23,751
23,751
*
BlackRock, Inc. (7)
55 East 52nd Street
New York, NY 10055
2,839,899
2,839,899
8.30
Kayne Anderson Rudnick Investment Management LLC (8)
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
3,680,913
3,680,913
10.74
Mawer Investment Management Ltd. (9)
600, 517 – 10th Avenue SW
Calgary, Alberta, Canada T2R 0A8
4,317,747
4,317,747
12.59
The Vanguard Group (10)
100 Vanguard Blvd.
Malvern, PA 19355
3,142,708
3,142,708
9.17
All directors and executive officers as a group (15 persons)
780,640
60,558
349,914
1,191,112
3.46
* = 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, Suite 700, 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 C. Fanandakis excludes 1,994 shares of Common Stock issuable on account of vested deferred stock units.
(4)
The reported beneficial ownership of Gerard E. Holthaus excludes 37,500 shares of Common Stock issuable on account of vested deferred stock units.
(5)
The beneficial ownership of each of Nicole S. Jones and Stephen C. Robinson is reported as of March 22, 2022, the date of his and her election as a director of the Company.
(6)
The reported beneficial ownership of Laureen E. Seeger excludes 369 shares of Common Stock issuable on account of vested deferred stock units and 1,848 shares of Common Stock issuable on account of unvested deferred stock units.
(7)
Information is based on Schedule 13G/A filed with the SEC on February 1, 2022 reporting (i) sole power to vote or direct the vote of 2,709,459 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 2,839,899 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 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 in the Common Stock is more than 5% of our total outstanding shares of Common Stock.
(8)
Information is based on Schedule 13G/A filed with the SEC on February 14, 2022 reporting (i) sole power to vote or direct the vote of 2,544,363 shares, (ii) shared power to vote or direct the vote of 876,330 shares, (iii) sole power to dispose or direct the disposition of 2,804,583 shares, and (iv) shared power to dispose or direct the disposition of 876,330 shares of the Company’s Common Stock.
(9)
Information is based on Schedule 13G/A filed with the SEC on February 10, 2022 reporting (i) sole power to vote or direct the vote of 4,137,947 shares, (ii) shared power to vote or direct the vote of zero shares, (iii) sole power to dispose or direct the disposition of 4,317,747 shares, and (iv) shared power to dispose or direct the disposition of zero shares of the Company’s Common Stock.
(10)
Information is based on Schedule 13G/A filed with the SEC on February 10, 2022 reporting (i) sole power to vote or direct the vote of zero shares, (ii) shared power to vote or direct the vote of 18,765 shares, (iii) sole power to dispose or direct the disposition of 3,094,924 shares, and (iv) shared power to dispose or direct the disposition of 47,784 shares of the Company’s Common Stock. The Vanguard Group reports that its clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, 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 other person’s interest in the Common Stock is more than 5% of our total outstanding shares of Common Stock.
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