📄 What This Document Is

This is a Proxy Statement (DEF 14A), which is a formal document required by the SEC before an annual shareholder meeting. Think of it as the instruction manual and comprehensive background guide for the vote. The document informs shareholders about the business, the directors, and the key votes they will be asked to cast for FTI Consulting, Inc. (FCN) at the upcoming Annual Meeting.

• The Meeting: The annual meeting is scheduled for Wednesday, June 3, 2026, at 9:30 a.m. Eastern Time, at FTI Consulting's headquarters in Washington, D.C.
• The Deadline: Shareholders must register by no later than May 13, 2026, if they plan to attend in person.
• The Reader's Role: Shareholders are asked to consider and vote on proposals concerning the Board, the firm’s auditor, and executive pay.

🏢 What The Company Does

FTI Consulting, Inc. is a global expert firm that specializes in helping organizations that are going through major moments of crisis and transformation. Instead of a single product, the company operates through five distinct business segments, providing deep expertise to clients facing complex issues.

• 👉 Business Model: FTI Consulting provides professional services, meaning they sell specialized knowledge, consulting, and advice rather than physical products.
• Client Focus: Their core purpose is helping clients when they are facing "major moments of crisis and transformation," indicating they handle high-stakes, complex business challenges.
• Commitment: The company emphasizes its people as its core strength, stating that sustainable growth comes from attracting, developing, and retaining highly skilled professionals.

👑 Governance & Board Leadership

This section covers the rules and people who oversee the company. Corporate governance is the system of rules, practices, and processes by which a company is directed and controlled. The Proxy Statement details how the Board of Directors organizes itself to ensure accountability and strong leadership.

• Board Structure: The Board is highly structured to ensure checks and balances. It has an independent Lead Independent Director and a Lead Independent Director serves as an ex-officio member of the Board Committees.
• Independent Oversight: The Board boasts strong independence: 88% of director nominees are independent, and 100% of the Board Committees are composed of independent directors.
  • Why it matters: High independence minimizes conflicts of interest, suggesting that outside directors can govern the company without undue influence from management.
• Key Leadership Changes:
  • New Chairman: Steven H. Gunby, the current CEO and Board member, was appointed Chairman of the Board.
  • Lead Independent Director: Claudio Costamagna was appointed Lead Independent Director.
  • Board Size Reduction: The Board is decreasing its size from nine to eight directors, effective at the Annual Meeting, due to the pending retirement of Mark S. Bartlett (who will reach age 75).

✨ Board Refreshment and Expertise

Maintaining a skilled and diverse board is crucial for any large corporation. The company outlines its process for updating its leadership and showcases the expertise of its current and new directors.

• Board Refreshment Process: The NCGSR Committee focuses on intentional, long-term refreshment, which includes identifying potential candidates and annually assessing the Board's overall composition.
• New Additions: The Board added three new directors in recent years:
  • Elsy Boglioli (2023): Brings deep expertise in the professional services and evolving healthcare industry.
  • Eric T. Steigerwalt (2025): Brings expertise from Brighthouse Financial, Inc.
  • Janet H. Zelenka (2025): Brings significant expertise in finance, IT, cybersecurity, and artificial intelligence.
• Diversity of Skills: The Board qualifications section highlights the importance of diverse knowledge areas, including Leadership Experience, Finance/Accounting Experience, Government Experience, Global Experience, and diverse viewpoints.

🗳️ Shareholder Proposals and Voting Recommendations

This section details the three core actions shareholders are asked to vote on at the Annual Meeting. The Board strongly recommends a "FOR" vote on all items, which is standard practice and suggests stability and corporate adherence to best practices.

• Proposal 1: Director Election: Shareholders are asked to elect eight nominees, each for a one-year term. The Board recommends voting FOR each nominee.
• Proposal 2: Independent Auditor Ratification: Shareholders vote to ratify the appointment of KPMG LLP as the independent public accounting firm for the year ending December 31, 2026. The Board recommends voting FOR.
  • Why it matters: Ratifying the auditor confirms that the company's financial reports for the upcoming year will be audited by a trusted, experienced firm (KPMG has served as their auditor since 2006).
• Proposal 3: Executive Compensation (Say-on-Pay): Shareholders vote on an advisory (non-binding) resolution approving the Named Executive Officers' compensation for the year ended December 31, 2025. The Board recommends voting FOR.
  • Why it matters: Although non-binding, the "Say on Pay" vote signals shareholder sentiment regarding executive pay structures.

💼 Executive Compensation Structure

The Compensation Discussion and Analysis explains how executive pay is designed and what motivates the leaders. This program is structured to strongly align executive success with the financial health and growth of the company.

• Three Pillars of Pay: Compensation is based on three components:
  1. Annual Cash Base Salary: This is the fixed annual pay (no change was noted for most NEOs, except for an increase of $15,000 for Mr. Keating).
  2. Annual Incentive Pay (AIP): This is a variable, short-term cash bonus based on goals (like Adjusted EPS and Adjusted EBITDA) and individual performance.
  3. Long-Term Incentive Pay (LTIP): These are long-term equity incentives (Restricted Stock Units or RSUs).
• Emphasis on Performance (At-Risk Pay): The compensation structure emphasizes "at-risk pay." 90.0% of the CEO’s target annual total compensation is considered at-risk, meaning it is highly dependent on achieving performance targets.
• CEO Incentives: The target LTIP opportunity for the CEO increased from 6.0x base salary in 2024 to 7.0x base salary in 2025.
  • Why it matters: The increasing multiplier signals that, in the eyes of the compensation committee, achieving future performance goals is expected to be even more critical.

🌍 ESG & Sustainability Commitments

FTI Consulting dedicates significant resources to managing Environmental, Social, and Governance (ESG) risks and opportunities. This section demonstrates how the company plans to operate sustainably and responsibly over time.

🍃 Environmental Focus (E)

The company has strong, verifiable goals regarding climate change and emissions reduction.

• Science Based Targets Initiative (SBTi) Validation: In 2025, FTI Consulting received validation from the SBTi for its 2030 near-term emissions reduction goals.
• Specific Targets: These validated targets include:
  • Scope 1 & 2 Emissions: A 53.8% absolute reduction is targeted.
  • Scope 3 Emissions (Travel, Goods, Services): A 55% reduction per FTE is targeted.
• Net-Zero Goal: The company remains committed to achieving net-zero greenhouse gas (GHG) emissions by 2030.
• Energy Usage: Renewable energy sources increased their share in the real estate portfolio from 56% in 2024 to 61% in 2025. Energy consumption per FTE was reduced by 45% in 2025 compared to 2019.

🤝 Social Impact (S)

Social initiatives focus on empowering employees and giving back to the communities they serve.

• Pro Bono Work: FTI Consulting professionals contributed approximately $9.3 million in pro bono services in 2025.
• Volunteering: Over 6,700 hours of volunteer service were provided in 2025.
• Employee Development: The company showed a strong commitment to training, noting that 98% of employees participated in talent development programs in 2025, logging over 124,000 training hours collectively.
• Talent Retention: The voluntary employee turnover rate was 14% in 2025.

🏛️ Governance Practices (G)

Governance focuses on internal rules, ethics, and oversight to prevent misconduct.

• Board Independence: The Board oversees not just strategy, but also Corporate Responsibility, cybersecurity, and artificial intelligence risks.
• Shareholder Rights: The company confirms that there is no "poison pill" and that every shareholder has the right to one vote per share with no dual-class share structure.
• Compliance: Policies include a Code of Ethics and Business Conduct Policy, mandatory training for all employees on privacy and IT security, and a policy ensuring non-retaliation for reporting concerns.

📧 Action Items & Logistics

This section provides essential details on how shareholders can participate in the vote and what dates to be aware of.

• Record Date: Shares of common stock must be issued and outstanding as of the close of business on March 5, 2026, to be entitled to vote.
• Voting Methods: Shareholders can vote in four ways:
  1. In person at the Annual Meeting.
  2. By telephone at +1.800.690.6903.
  3. Over the Internet at www.proxypush.com/FCN.
  4. By mailing the completed proxy card.
• Corporate Contact: For general proxy questions, the Corporate Secretary can be reached at FTI Consulting, Inc., 555 12th Street NW, Suite 700, Washington, D.C. 20004, or by email at [email protected].

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🧠 The Analogy

Think of a Proxy Statement like a team captain preparing for the playoffs. The captain doesn't just show up and play; they have to present a strategic playbook (the document) that covers everything: the team roster (the directors), the coaching changes (the executive pay), the training plan for the next few years (ESG commitments), and the exact rules for how the team will operate (governance). By reading this, you understand the entire plan—strengths, weaknesses, and the mandatory actions required before the game even starts.

🧩 Final Takeaway

The Annual Proxy Statement reveals a company focused on strong, measurable governance improvements (Board independence, ESG targets) and aligning executive incentives (increased CEO LTIP targets) to maintain its reputation as a leader in crisis and transformation consulting. Shareholders are guided to support the current board and management proposals to ensure continuity and stability.