📜 What This Proxy Statement Is ✉️

This document is a Definitive Proxy Statement (DEF 14A). It’s the official packet of information Exponent, Inc. must provide to its shareholders before its annual meeting. Instead of reporting sales and profits, this statement focuses on governance—who is running the company, how they are paid, and what key decisions the shareholders need to vote on.

The purpose is to inform shareholders that the Annual Meeting will take place virtually on Thursday, June 4, 2026, at 8:00 a.m. Pacific time. 👉 Because the meeting is virtual, shareholders cannot vote in person; they must participate electronically or by submitting a proxy in advance.

🏢 What Exponent, Inc. Does 💡

Exponent, Inc. is a Delaware corporation that operates in the biomechanics and specialized consulting field. While the filing focuses heavily on governance, it establishes the company's commitment to applying expertise in areas like mechanical engineering and biomechanics, as evidenced by the professional backgrounds of its officers and directors.

The company is highly focused on internal governance and risk management, with its Board stating that it takes a "comprehensive approach to risk management" and oversees various areas including cybersecurity, human resources, and professional practices.

👤 Board Structure and Leadership Changes 👑

The Board of Directors is the highest governing body, providing strategic oversight to the company. Currently, the roles of Chief Executive Officer (CEO) and Chairman of the Board are separate, which is considered a strong governance practice.

• Outgoing Leadership: Dr. Paul R. Johnston, currently the Chairman of the Board, is set to retire effective at the Annual Meeting. This signals a transition in leadership and the governance structure.
• Incoming Leadership: Karen A. Richardson is designated to serve as the new Chairman of the Board, replacing Dr. Johnston. She will also take over the role of Lead Independent Director, which streamlines the oversight of corporate governance.
• Oversight: The Board maintains oversight responsibility for a wide range of risks, including human resources, financial matters, and cybersecurity, ensuring a multi-faceted view of the company’s health.

🎯 The Three Key Shareholder Proposals 🗳️

Shareholders must vote on three major proposals at the Annual Meeting. These proposals represent the primary decisions facing the company and are crucial for assessing stakeholder confidence.

1. Election of Directors (Proposal No. 1): Shareholders vote to elect six directors for one-year terms.
   • The Board unanimously recommends a "FOR" vote for all listed nominees.
   • Notable Change: Dr. Paul R. Johnston will retire from the Board, changing the composition of the Board.
   • Why it matters: Director elections determine who is accountable to the shareholders and guide the company’s overall strategic direction.
2. Auditor Ratification (Proposal No. 2): Shareholders vote to ratify the appointment of KPMG LLP as the independent public accounting firm for the fiscal year ending January 1, 2027.
   • The Vote: The Board unanimously recommends approval.
   • Why it matters: This vote affirms the credibility and trust placed in the firm responsible for verifying the company's financial records.
3. Executive Compensation (Proposal No. 3): This is an advisory vote to approve the compensation of the named executive officers for fiscal 2025.
   • The Vote: The Board unanimously recommends approval.
   • Why it matters: While non-binding, this vote signals whether shareholders approve of how executive pay is structured and aligned with company performance.

🤝 Financial Oversight and Audit Committee 📈

The Audit Committee is paramount for financial integrity. This committee's primary job is to oversee the financial reporting process and the relationship with the external auditor.

• Audit Committee Members: George H. Brown (Chairperson), Carol Lindstrom, and Karen A. Richardson serve on this critical committee.
• Expert Status: The Board has determined that Mr. Brown and Ms. Richardson are "audit committee financial experts," providing specialized expertise during financial reviews.
• Auditor Relationship: KPMG LLP has been auditing the Company since 1987. For fiscal 2025, the total fees incurred by the Company for KPMG were $1,310,934 (up from $1,296,700 in fiscal 2024), with $1,133,321 attributed to audit fees.
• Why it matters: The Audit Committee's rigorous review process, which includes discussing financial statements with management and KPMG LLP, provides comfort to investors that the financial numbers are reliable and compliant with GAAP.

💰 Executive Officer Compensation Details 💵

The Compensation Discussion and Analysis (CD&A) section details the compensation philosophy and structure for the five "named executive officers."

• Philosophy: The core philosophy is to "align management’s incentives with the long-term interests of our stockholders." This approach views compensation as a "total compensation approach," considering base salary, bonus, and equity.
• Named Officers: The five individuals are: Catherine Ford Corrigan, Ph.D. (President & CEO); Richard L. Schlenker, Jr. (EVP & CFO); Joseph Rakow, Ph.D. (Group Vice President); Maureen T.F. Reitman, Sc.D. (Group Vice President); and Joseph Sala, Ph.D. (Group Vice President).
• Key Leadership Changes: This section highlights two major role shifts effective May 1, 2026:
  • Dr. Corrigan will cease to serve as President, though she remains CEO.
  • Mr. Schlenker will cease to serve as CFO, although he remains EVP.
  • Dr. John D. Pye, Ph.D., will commence serving as President on May 1, 2026.
  • Mr. Eric Anderson will commence serving as CFO on May 1, 2026.
• 2025 Compensation: In fiscal 2025, the total compensation for the five named officers ranged from $262,014 (for Ms. Lindstrom) to $310,014 (for Dr. Johnston).

⚖️ Governance Policies and Risk Mitigation 🛡️

The Board of Directors has established robust policies to ensure ethical and responsible corporate conduct, which helps manage risks and maintain investor trust.

• Compliance: The Company has adopted a Code of Business Conduct and Ethics and a specific Insider Trading Policy. Adherence to these codes is mandatory for all employees, officers, and directors.
• Governance Framework: The Board’s committees (Audit, HR, and Nominating and Governance) all operate under formal charters. These charters define specific responsibilities, such as the Human Resources Committee overseeing executive compensation policies and the Nominating and Governance Committee overseeing corporate governance standards.
• Risk Management: The Board maintains that overseeing risk is a full Board responsibility. They review the "enterprise risk management (ERM)" program and closely monitor all material risks—including cybersecurity, climate, and human resources—through reports from senior management and committee chairs.

💼 Board and Executive Personnel Details 🧬

The filing provides extensive detail on the professional backgrounds of the Board members and key executives. This depth is used by the company to demonstrate that the leadership team possesses vast, diverse experience.

• Board Expertise: Directors like George H. Brown bring three decades of experience in complex business litigation, while Debra L. Zumwalt (who serves as Vice President and General Counsel for Stanford University) contributes senior legal expertise.
• Continuity: The company reports that, despite leadership changes, the majority of its directors and officers have long-standing relationships with the company, suggesting deep operational knowledge.

📊 Stock Ownership and Major Shareholders 🏷️

This section provides transparency by listing who owns the stock. As of the Record Date of April 8, 2026, a total of 48,614,692 shares were issued and outstanding.

• Institutional Holders: The largest shareholders by far are institutional investors, including BlackRock, Inc. (holding 12.5% of shares) and The Vanguard Group (holding 10.9%).
• Insider Holdings: The top executive officers and directors collectively own 1.7% of the outstanding common stock.
• Why it matters: This data shows the concentration of ownership among major funds, indicating which large capital sources are investing in Exponent.

🔗 Important Logistics and Contacts 🗓️

For shareholders to exercise their right to vote, they must pay close attention to the dates and methods described in the proxy statement.

• Record Date: Stockholders must own the stock as of the close of business on April 8, 2026, to be entitled to vote.
• Annual Meeting: The meeting is virtual on June 4, 2026.
• Voting Mechanism: Voting can occur via telephone, internet, or mail.
• Contact Information: For questions or to request a list of stockholders of record, investors must contact the Corporate Secretary at 149 Commonwealth Drive, Menlo Park, CA 94025, or by emailing [email protected].

🧠 The Analogy 🏫

Think of a proxy statement like a detailed annual report card for a high school student. It doesn't just list grades (the financials); instead, it shows who wrote the assignments (the Board), who is leading the club (the executives), what new rules were implemented this year (the policies), and what the student needs to vote on to decide who gets to be student body president next year (the proposals). Everything is about governance and process.

🧩 Final Takeaway 💡

This statement is a comprehensive governance deep-dive, signaling that while Exponent is undergoing key executive transitions (President and CFO roles changing effective May 1, 2026), it is maintaining robust financial oversight, professional compliance, and strong institutional governance practices.