FCN DEF 14A

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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.

Fti Consulting, Inc (FCN)

DEF 14A 2025-04-21 For: 2025-06-04

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Added on June 12, 2026

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☐			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 under §240.14a-12


PROXY SUMMARY			i

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF SHAREHOLDERS			1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			2

ADDITIONAL INFORMATION			6

INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES			7
THE DIRECTOR NOMINATION PROCESS			7
INDEPENDENCE OF DIRECTORS			11
PROPOSAL NO. 1 — ELECT AS DIRECTORS THE NINE NOMINEES NAMED IN THE PROXY STATEMENT			12
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR			13
DIRECTOR ATTENDANCE AT MEETINGS			18
COMMITTEES OF THE BOARD OF DIRECTORS			18
COMPENSATION OF NON-EMPLOYEE DIRECTORS AND POLICY ON NON-EMPLOYEE DIRECTOR EQUITY OWNERSHIP			22

CORPORATE GOVERNANCE			25
GOVERNANCE PRINCIPLES			25
OUR SIGNIFICANT CORPORATE GOVERNANCE POLICIES AND PRACTICES			25
BOARD LEADERSHIP STRUCTURE			26
OVERSIGHT OF RISK MANAGEMENT			29
CYBERSECURITY OVERSIGHT			29
COMPENSATION-RELATED RISKS			30
BOARD AND COMMITTEE SELF-ASSESSMENTS			30
CORPORATE SOCIAL RESPONSIBILITY OVERSIGHT			31
SUCCESSION PLANNING			31
CODE OF CONDUCT			31
SHAREHOLDER NOMINEES FOR DIRECTOR			31
COMMUNICATIONS WITH DIRECTORS			32

OTHER PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS			33
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, 2025			33
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, 2024 AS DESCRIBED IN THE PROXY STATEMENT			34
PROPOSAL NO. 4 — APPROVE THE AMENDMENT TO THE FTI CONSULTING, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK ISSUABLE AND EXTEND THE EXPIRATION DATE AS DESCRIBED IN THE PROXY STATEMENT			35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43

INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND COMPENSATION			45
NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES			45
COMPENSATION DISCUSSION AND ANALYSIS			46
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			76
SUMMARY COMPENSATION TABLE			77
EQUITY COMPENSATION PLANS			79
EMPLOYMENT AGREEMENTS AND TERMINATION AND CHANGE IN CONTROL PAYMENTS			84
PAY VS. PERFORMANCE DISCLOSURE			89
CEO PAY RATIO			92


CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			93
REVIEW AND APPROVAL OF RELATED-PARTY TRANSACTIONS			93
2024 RELATED-PARTY TRANSACTIONS			93

PRINCIPAL ACCOUNTANT FEES AND SERVICES			94

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			95

PROPOSALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS			97

APPENDIX A — DEFINITIONS AND RECONCILIATIONS OF NON-GAAP TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES			A-1

APPENDIX B — DEFINITIONS OF ADJUSTED EPS AND ADJUSTED EBITDA FOR PURPOSES OF CALCULATING ANNUAL INCENTIVE PAY FOR THE BONUS YEAR ENDED DECEMBER 31, 2024 AND RECONCILIATIONS TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES			B-1

APPENDIX C — RECONCILIATIONS OF THE NUMBER OF “EMPLOYEES,” INCLUDING INDEPENDENT CONTRACTORS, TO THE NUMBER OF “EMPLOYEES,” EXCLUDING INDEPENDENT CONTRACTORS, FOR THE CALENDAR YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023, DECEMBER 31, 2022, DECEMBER 31, 2021, DECEMBER 31, 2020 AND DECEMBER 31, 2019			C-1

APPENDIX D — FTI CONSULTING, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN (INCORPORATING AMENDMENT NO. 2)			D-1

APPENDIX E — AMENDMENT NO. 2 TO FTI CONSULTING, INC. 2017 OMNIBUS INCENTIVE COMPENSATION PLAN (ADOPTED EFFECTIVE AS OF JUNE 4, 2025)			E-1


	Date:			June 4, 2025
	Time:			9:30 a.m., Eastern Time
	Location:			FTI Consulting, Inc. 555 12^th Street NW Suite 700 Washington, D.C. 20004
	Record Date:			Close of business on March 6, 2025
	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:			35,380,246 shares of common stock, par value $0.01 per share (“Common Stock”)
	Registrar and Transfer Agent:			Equiniti, LLC
	State of Incorporation:			Maryland
	Year of Incorporation:			1982
	Public Company Since:			1996
	Corporate Website:			www.fticonsulting.com


	Important Notice Regarding the Availability of Proxy Materials for 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 2024 Annual Report on or about April 21, 2025. Our Proxy Statement and 2024 Annual Report are available online at www.ProxyVote.com.


				Annual Cash Base Salary			Fixed element of annual compensation. No change to the annual cash base salary “base salary” of our NEOs for 2024.
				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 changes to the types of AIP performance measures and target values as a multiple of base salary payout opportunities for our CEO in 2024. AIP target opportunity for our other NEOs increased from 1.0x base salary in 2023 to 1.25x base salary in 2024.
				Long-Term Incentive Pay (“LTIP”) Program			Long-term equity incentives in the form of annual time-based award of restricted stock units (“RSU”) to our Chief Executive Officer (“CEO”) and time-based restricted stock awards (“RSA”) to all other NEOs, and awards of performance-based RSUs (“Performance RSU”) to all NEOs, with multiyear vesting schedules. No changes to LTIP performance measures and form of payout for our CEO in 2024. Target LTIP opportunity for our other NEOs increased from 1.0x base salary in 2023 to 1.25x base salary in 2024.


	2024 CEO’s Compensation at Target			2024 Other NEOs’ Compensation at Target
	$9.0 M Total Opportunity, Split			$2.45 M Total Opportunity, Split


			Fall Informed by our summer report, we conduct discussions with 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 non-executive 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.


89% Independent Directors	33% Female Directors	7 Years Average Tenure (Range: 0 to 13 years)	64 Average Age	22% Directors Based Outside of U.S.


PROPOSAL NUMBER	PROPOSAL	BOARD OF DIRECTORS VOTING RECOMMENDATION


No. 1	Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement	FOR each nominee
Each of the nine 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 one-year 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, 2025	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, 2025. 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 33)
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, 2024 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, 2024 as described in the Proxy Statement for the Annual Meeting.” (See page 34)
No. 4	Consider and vote upon the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035	FOR
Effective upon the approval of shareholders, the 2017 Plan will be amended to (i) increase the number of shares of Common Stock issuable under the 2017 Plan by an additional 676,000 shares and (ii) extend the expiration date of the 2017 Plan to June 4, 2035. We believe that the additional available shares of our Common Stock under the 2017 Plan will be sufficient to cover our equity needs for approximately three to five years (including 2025). (See page 35)
	The transaction of any other business that may properly come before the meeting or any postponement or adjournment thereof


	Proposal No. 1: Consider and vote upon the election as directors of the nine nominees named in the Proxy Statement			As there are nine nominees for the nine 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 “AGAINST” 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 “AGAINST” 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: Consider and vote upon the ratification of KPMG LLP (“KPMG”) as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2025			Ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2025 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 outcome of this proposal. The Board recommends a vote FOR the ratification of the appointment of KPMG for the year ending December 31, 2025.
	Proposal 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, 2024 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, 2024 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 the outcome of 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, 2024 as described in the Proxy Statement for the Annual Meeting.
	Proposal No. 4: Consider and vote upon an amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan to (i) increase the number of authorized shares of common stock issuable by an additional 676,000 shares and (ii) extend the expiration date to June 4, 2035			The amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan requires a majority of the votes cast on the 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. 4 and will have no effect on the outcome of this proposal. The Board recommends a vote FOR the approval of the amendment to the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan.


	2025 NOMINEES FOR DIRECTOR			PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE


	Mark S. Bartlett Independent Director Director Since: 2015 Age: 74			Mark S. Bartlett has extensive accounting and financial services experience, having retired as a Partner of Ernst & Young LLP (“Ernst & Young”), a leading accounting firm, in 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. Key Skills and Qualifications In addition to knowledge of the Company and experience as a director and Audit Chair of public companies, Mr. Bartlett brings perspectives on accounting and financial reporting, experience in accounting-related rules and regulations of the SEC, professional services and risk management experience and perspectives on mergers and acquisitions, among other financial expertise to our Board. Other 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 Elkay Water Solutions Corporation (Lead Independent Director) (Member of Audit Committee and Member of Executive Committee)
	Elsy Boglioli Independent Director Director Since: 2023 Age: 43			Elsy Boglioli is the Chief Executive Officer of Bio-Up, a consulting firm providing advisory services to companies in the healthcare technology field, which she founded in 2019. From 2017 to 2019, Ms. Boglioli was Executive Vice President and Chief Operating Officer of Cellectis, a clinical-stage biopharmaceutical company focusing on cell therapies. Ms. Boglioli has extensive experience in the consulting services industry, having been employed by The Boston Consulting Group, a leading business strategy consulting services firm, from 2006 to 2017, and previously holding various positions, including Partner and Managing Director and leader of its biotech-focused business in Europe, and serving as a member of its global Strategy and Biopharma Practice leadership teams. Key Skills and Qualifications In addition to her various Chief Executive Officer roles, Ms. Boglioli brings deep experience in the professional services industry to our Board. Ms. Boglioli also provides perspectives on complex issues relevant to the Company’s business, including corporate strategy, international operational experience and the evolving healthcare industry. Other Foreign Public Company Directorships and Committees: • GenSight Biologics S.A. (Chair of Nominating Committee) • OSE Immunotherapeutics SA (Member of Nominating and Remuneration Committee) Select Current Foreign Non-Public Company Directorships and Committees: • Treefrog Therapeutics (Chair) • Inova.io • Metafora Biosystems • Womed Tech


	Claudio Costamagna Independent Director Director Since: 2012 Age: 68			Claudio Costamagna is Chairman of CC e Soci S.r.l., a financial advisory firm he founded in 2007, and CC Holdings S.r.l., its parent. Mr. Costamagna has extensive experience in investment banking, having served for 18 years, until 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 2004 to 2006. Key Skills and Qualifications Mr. Costamagna offers our Board deep financial sector experience, including experience in corporate finance, investment banking, mergers and acquisitions, and private equity, as well as experience with management of global corporations. In addition, our Board believes Mr. Costamagna’s knowledge of our Company, along with his experience as a Chairman of various public and private companies, qualifies him to serve as a director. Select Past Foreign Public Company Directorships: • REVO S.p.A (Chairman) • Cassa Depositi e Prestiti (Chairman) Select Current Foreign 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. • Unopiu S.p.A. (Chairman)
	Nicholas C. Fanandakis Independent Director Director Since: 2014 Age: 68			Nicholas C. Fanandakis served as Senior Advisor to the Chief Executive Officer of DuPont de Nemours, Inc. (“DuPont”), a leading global research and technology-based science company, from February 2020 to December 2020. In 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 subsequent business separations. From 2009 to 2019, 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, after which he 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 2007, when he was named Vice President of DuPont Corporate Plans. In 2023, Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. Key Skills and Qualifications Mr. Fanandakis offers our Board governance, information technology, accounting and financial reporting experience, including corporate finance, tax, mergers and acquisitions, banking and risk management. In addition, our Board believes Mr. Fanandakis’s knowledge of our Company, along with his experience as a director of various public companies, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Duke Energy Corp. (Member of Audit Committee and Member of Finance and Risk Management Committee) Past Public Company Directorships and Committees: • ITT Inc. (Member of Audit Committee and Member of Compensation and Personnel Committee)


	Steven H. Gunby Director Since: 2014 Age: 67			Steven H. 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 1983. The positions he held with The Boston Consulting Group include Global Leader, Transformation, from 2011 to 2014, and Chairman, North and South America, from 2003 to 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. Key Skills and Qualifications The Board believes that Mr. Gunby’s significant knowledge of our Company and strong leadership qualities, along with his professional services experience leading global corporations through operational and cultural transformations and experience as a chairman of a public company board qualifies him to serve as a director. Other Public Company Directorships and Committees: • Arrow Electronics, Inc. (Chairman)
	Stephen C. Robinson Independent Director Director Since: 2022 Age: 68			Stephen C. Robinson is a retired partner 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 1993 to 1995, 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 non-profit 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. In 2023, Mr. Robinson completed the Certificate program in Navigating Emerging Technologies and More in a Complex World from the Cornell Tech Board Institute. Key Skills and Qualifications The Board believes that Mr. Robinson’s substantial legal experience with respect to compliance and risk management, litigation matters and government regulation, along with his experience serving on public and private company boards, qualifies him to serve as a director. Other Public Company Directorships and Committees: • Dycom Industries, Inc. (Member of Audit Committee and Member of Finance Committee) Select Non-Public Directorships and Committees: • Cornell University (Trustee) • Lincoln Center for the Performing Arts (Trustee) • The New York Community Trust (Trustee) • Weill Cornell Medicine (Fellow)


	Laureen E. Seeger Independent Director Director Since: 2016 Age: 63			Laureen E. 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 2014 to 2018. From 2006 through 2014, Ms. Seeger served as Executive Vice President, General Counsel and Chief Compliance Officer at McKesson Corporation, a global diversified healthcare services company, 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. Key Skills and Qualifications The Board believes that Ms. Seeger’s experience as Chief Legal Officer of a global, public company and knowledge of litigation, regulatory requirements, government affairs, compliance and risk management, as well as her experience serving on private company boards, qualifies her to serve as a director. Select Non-Public Directorships and Committees: • Central Park Conservancy (Trustee) • University of Wisconsin Foundation and Alumni Association (Chair of Governance Committee) • Executive Committee of the Association of General Counsel
	Eric T. Steigerwalt Independent Director Director Since: 2025 Age: 63			Eric T. Steigerwalt currently serves as the President and Chief Executive Officer of Brighthouse Financial, Inc. one of the largest providers of annuities and life insurance in the United States. In his role, Mr. Steigerwalt led the successful spin-off of Brighthouse Financial from MetLife in 2017. He also serves as chairman of the Brighthouse Financial Foundation and chairman of Brighthouse Scholar Connections, Inc. Prior to the spin-off of Brighthouse Financial, Mr. Steigerwalt spent 19 years at MetLife, Inc. From 2012 to 2017, Mr. Steigerwalt served as Executive Vice President of U.S. Retail. Earlier, he served as Interim Chief Financial Officer from 2011 to 2012, CFO of the U.S. Business from 2010 to 2011, Senior Vice President and Treasurer from 2007 to 2009, CFO of the Individual Business from 2003 to 2007 and Senior Vice President of Investor Relations and Financial Management from 2000 to 2003. Key Skills and Qualifications Mr. Steigerwalt brings to our Board experience as a chief executive officer and chief financial officer and knowledge of corporate strategy and finance, as well as experience leading a corporation through operational and cultural transformation. In addition, Mr. Steigerwalt possesses experience serving as a director of various public and private companies. Other Public Company Directorships and Committees: • Brighthouse Financial, Inc. (Chair of Executive Committee) Select Non-Public Directorships and Committees: • American Council of Life Insurers


	Janet H. Zelenka Independent Director Director Since: 2025 Age: 66			Janet H. Zelenka is the former Executive Vice President, Chief Financial Officer and Chief Information Officer of Stericycle, Inc., which she joined in 2019 and retired from in 2024 following its acquisition. From 2003 to 2019, Ms. Zelenka was employed by Essendant Inc., where she held various positions, including Senior Vice President, Chief Financial Officer and Chief Information Officer from April 2017 to March 2019, overseeing all finance, technology and business integration functions, and Senior Vice President and Chief Information Officer from 2015 to 2017. Earlier, Ms. Zelenka worked at SBC Ameritech (now AT&T), serving in a range of IT, financial and operational roles, including Chief Financial Officer of Ameritech from 1997 to 1999. Key Skills and Qualifications Ms. Zelenka brings to our Board her experience as a chief financial officer and chief information officer and knowledge of corporate finance, accounting, mergers and acquisitions, information technology and cybersecurity. In addition, Ms. Zelenka possesses experience serving as audit committee chair of various private company boards. Select Non-Public Directorships and Committees: • IDEAL Industries (Audit Committee Chair) • U.S. Venture (Audit Committee Chair)


Brenda J. Bacon ⁽¹⁾		•	Chair
Mark S. Bartlett	•
Elsy Boglioli	•		•
Claudio Costamagna		Chair
Nicholas C. Fanandakis	Chair
Gerard E. Holthaus ⁽¹⁾	•	•
Stephen C. Robinson	•		•
Laureen E. Seeger		•	•
Eric T. Steigerwalt ⁽²⁾
Janet H. Zelenka ⁽²⁾


	◼			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, including risks associated with cybersecurity- related matters;
	◼			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 Charter of the Audit Committee and recommends changes to the NCGSR Committee for submission to the Board for approval; and
	◼			prepares the Audit Committee Report required to be included in the annual proxy statement.


	◼			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 adjustments, and oversees all aspects of executive officer incentive compensation;
	◼			reviews and approves or recommends that the Board approve employment, consulting and other contracts or arrangements with present and former executive officers;
	◼			reviews the compensation disclosures in the annual proxy statement and annual report on Form 10-K filed with the SEC and discusses the disclosures with management;
	◼			performs annual performance evaluations of our CEO and reviews the CEO’s annual performance evaluations of other executive officers, in conjunction with the independent Chairman of the Board or other presiding director, as applicable, and Chair of the NCGSR Committee and other Committee members;
	◼			performs an annual self-evaluation of the Compensation Committee;
	◼			reviews the Charter of the Compensation Committee and recommends changes to the NCGSR 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
	◼			provides 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.


	◼			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 and Committees;
	◼			identifies and qualifies the candidates for Chairman of the Board and for membership and chairmanship of the Committees for election 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 Charters of the Committee, 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-, climate change- and other sustainability-related factors;
	◼			reviews and discusses with management the Company’s reports that address ESG-, climate change- and sustainability-related topics;
	◼			reviews the Charter of the NCGSR Committee 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-, climate change- and sustainability-related topics; and
	◼			performs an annual self-evaluation of the NCGSR Committee.


2024 Non-Employee Directors:
Brenda J. Bacon	55,000	249,862	—	—	304,862
Mark S. Bartlett	50,000	249,862	—	—	299,862
Elsy Boglioli ⁽³⁾	50,000	249,862	—	—	299,862
Claudio Costamagna	57,500	249,862	—	—	307,362
Nicholas C. Fanandakis	60,000	249,862	—	—	309,862
Gerard E. Holthaus	250,000	249,862	—	—	499,862
Stephen C. Robinson	50,000	249,862	—	—	299,862
Laureen E. Seeger	—	299,834	—	—	299,834


NAME	UNVESTED RESTRICTED SHARES OR RESTRICTED STOCK UNITS	VESTED DEFERRED STOCK OR DEFERRED STOCK UNITS	UNVESTED DEFERRED STOCK OR DEFERRED STOCK UNITS	UNEXERCISED STOCK OPTIONS
2024 Non-Employee Directors:
Brenda J. Bacon	1,145	—	—	—
Mark S. Bartlett	1,145	—	—	—
Elsy Boglioli	1,145	—	—	—
Claudio Costamagna	1,145	—	—	—
Nicholas C. Fanandakis	—	2,821	1,145	—
Gerard E. Holthaus	1,145	37,500	—	—
Stephen C. Robinson	1,145	—	—	—
Laureen E. Seeger	—	5,830	1,145	—


	◼			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).
	◼			Empowered Lead Independent Director. Gerard E. Holthaus has served as our non-employee independent Chairman of the Board since December 2013. In light of Mr. Holthaus’s retirement from the Board, Claudio Costamagna has been appointed as our Lead Independent Director, effective upon his re-election at the Annual Meeting. More information about our Board Leadership Structure 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 “AGAINST” as to such nominee at a meeting. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “AGAINST” 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 NCGSR 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 NCGSR 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 NCGSR Committee will make a final determination as to whether to recommend to the Board to accept all offers to resign, including those offers made by members of the NCGSR Committee. The NCGSR 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 our CEO and other management.


	◼			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.


	◼			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.
	◼			LIMITING perquisites and other non-performance-based entitlements.


Years	Full-Value Shares ⁽¹⁾ (a)	Total Weighted Average Number of Common Shares Outstanding (b)	Burn Rate (c)


2022	341	33,693	1.01%
2023	276	33,924	0.81%
2024	361	35,208	1.03%
Three-Years Ended December 31, 2024			0.95%


	Total shares issuable upon exercise of outstanding stock options			57,830
	Weighted average exercise price of outstanding stock options			$37.99
	Weighted average remaining term of outstanding stock options			1.6 years
	Total shares subject to outstanding restricted stock and other full-value stock-based awards			1,314,705
	Total shares available for future grants under the 2017 Plan			559,549
	Common Stock outstanding			35,380,246


	◼			Our equity-based compensation programs align the interests of our executive officers and key employees with those of our shareholders.
	◼			Equity-based compensation is an important tool to recruit and retain revenue-generating professionals and expand our business, particularly in the context of our private competitors that can offer partnership and other ownership incentives we cannot offer to recruit and retain professionals. Participation in our primary retention program for SMDs, which includes equity-based compensation awards, has increased from just over 20% of such professionals in June 2020 to over 40% currently.
	◼			We have sought to reduce the dilutive impact of our equity-based compensation on our shareholders through stock repurchase programs, repurchasing more than 4.4 million shares between 2020 and 2024.


Steven H. Gunby President and Chief Executive Officer	122,206	—	—	—	5,389	—	—	$37.10	—
Ajay Sabherwal Chief Financial Officer	14,136	—	—	—	13,065	—	—	$40.36	—
Paul Linton Chief Strategy and Transformation Officer	14,136	—	—	—	25,713	—	—	$36.88	—
Curtis P. Lu General Counsel	14,136	—	—	—	13,663	—	—	$38.17	—
Holly Paul Chief Human Resources Officer	13,029	—	—	—	—	—	—	—	—
All Executive Officers as a Group (7 persons)	181,171	—	—	—	57,830	—	—	$37.99	—
Non-Employee Director Group (8 persons)	17,811	—	37,500	—	—	—	—	—	—
Non-Executive Officer Employee Group (370 persons)	884,862	164,778	20,085	—	2,233	—	—	$36.43	—


	◼			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 current executive officers and directors as a group.


Steven H. Gunby ⁽²⁾	256,407	7,232	5,389	269,028	*
Ajay Sabherwal	12,650	4,865	13,065	30,580	*
Paul Linton	63,041	4,865	25,713	93,619	*
Curtis P. Lu	28,914	4,865	13,663	47,442	*
Holly Paul	18,257	3,608	—	21,865	*
Brenda J. Bacon	15,292	1,145	—	16,437	*
Mark S. Bartlett	24,954	1,145	—	26,099	*
Elsy Boglioli	1,324	—	—	1,324	*
Claudio Costamagna	32,553	—	—	32,553	*
Nicholas C. Fanandakis ⁽³⁾	10,642	—	—	10,642	*
Gerard E. Holthaus ⁽⁴⁾	63,985	1,145	—	65,130	*
Stephen C. Robinson	3,138	1,145	—	4,283	*
Laureen E. Seeger ⁽⁵⁾	8,794	—	—	8,794	*
Eric T. Steigerwalt	—	—	—	—	*
Janet H. Zelenka	—	—	—	—	*
All current directors and executive officers as a group (17 persons)	546,922	30,015	57,830	634,767	1.79
BlackRock, Inc. ⁽⁶⁾ 50 Hudson Yards New York, NY 10001	3,069,825	—	—	3,069,825	8.7%
Kayne Anderson Rudnick Investment Management, LLC ⁽⁷⁾ 2000 Avenue of the Stars, 2nd Floor Suite 1110 Los Angeles, CA 90067	3,385,629	—	—	3,385,629	9.6%
Mawer Investment Management Ltd. ⁽⁸⁾ 600, 517 – 10^th Avenue SW Calgary, Alberta, Canada T2R 0A8	3,872,664	—	—	3,872,664	10.9%
The Vanguard Group, Inc. ⁽⁹⁾ 100 Vanguard Blvd. Malvern, PA 19355	3,554,398	—	—	3,554,398	10.0%