Brad James
EXPONENTAbout Brad James
Brad A. James, Ph.D., is Group Vice President at Exponent (EXPO), age 59, with tenure at the company since 1994 and in his current role since January 4, 2020. He holds a Ph.D. (1994) in Metallurgical and Materials Engineering from Colorado School of Mines and a B.S. (1988) in Metallurgical Engineering from the University of Washington; he is a licensed professional engineer in California and Texas and previously served as a Research Engineer in the Materials Performance Division at the Babcock & Wilcox R&D Center . Company performance context during his executive tenure emphasizes EBITDA, revenue growth, and margin: Exponent reported the following over 2020–2024 (fiscal years):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| EBITDA ($ ‘000) | 102,102 | 132,258 | 137,217 | 137,662 | 147,058 |
| Net Income ($ ‘000) | 82,552 | 101,202 | 102,330 | 100,339 | 109,002 |
| TSR – $100 initial (cumulative) | 129 | 169 | 145 | 130 | 133 |
| Notable operating context | Utilization 69% | Utilization 73%; EBITDA margin 28.4% vs 27.7% in 2023 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Exponent | Group Vice President | 2020–present | Not disclosed |
| Exponent | Corporate Vice President | 2014–2019 | Not disclosed |
| Exponent | Principal Engineer | 2005–2014 | Not disclosed |
| Babcock & Wilcox R&D Center | Research Engineer, Materials Performance Division | Pre-1994 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic impact / economics |
|---|---|---|---|
| Exponent Engineering, P.C. (professional corporation) | Shareholder (with two other Exponent employees) | 2006–present | Facilitates licensed engineering services in certain states; Exponent receives all consideration ($17,141,000 in FY 2024). Shareholders receive no compensation for participation and have no financial interest in Exponent Engineering’s securities; subject to Audit Committee oversight . |
Fixed Compensation
| Year | Base salary ($) | Cash bonus ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|
| 2020 | 409,135 | 300,000 | 28,639 | 1,157,774 |
Notes:
- EXPO’s bonus pool design: generally 33% of pre-tax income before bonuses, stock-based compensation, FX realized gain/loss and interest income (company-wide plan) .
Performance Compensation
Equity awards granted (2020)
| Grant date | Award type | Shares/Units (#) | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|
| 3/13/2020 | RSU – fully vested | 3,103 | 210,042 | Fully vested at grant; DER accrue/paid at vest of corresponding awards |
| 3/13/2020 | RSU – unvested (matching) | 3,103 | 210,042 | Cliff vest 4 years from grant (3/13/2024); continued vesting at retirement at age 59½+ subject to post-employment conditions |
- Stock options for Dr. James in 2020: none granted ; no options shown outstanding for Dr. James as of 1/1/2021 .
Outstanding equity and vesting schedule (as of FY 2020 year-end, market price $90.03)
| Award tranche | Shares (#) | Vest date | Market value ($) |
|---|---|---|---|
| Unvested RSUs (2016–2020 grants) | 3,748 | 3/10/2021 | 337,432 |
| Unvested RSUs | 2,244 | 3/9/2022 | 202,027 |
| Unvested RSUs | 2,176 | 3/15/2023 | 195,905 |
| Unvested RSUs (2020 grant) | 3,103 | 3/13/2024 | 279,363 |
Performance metrics and payout design
| Metric | Weighting | Target | Actual | Payout | Vesting mechanics |
|---|---|---|---|---|---|
| EBITDA; Revenues before reimbursement growth; EBITDA margin | Not disclosed for Dr. James | Not disclosed | Company cites improved utilization and EBITDA margin in 2024 (28.4% vs 27.7% in 2023) | Not disclosed (non-PEO NEO bonuses determined by relative contribution) | RSUs: 4-year cliff; Options (when granted): 25% per year; both continue vesting post-retirement at 59½+ if consulting via company and no competitive employment |
Equity Ownership & Alignment
- Beneficial ownership: 7,342 shares (<1% of outstanding) as of April 7, 2021 .
- Unvested RSUs outstanding (as of 1/1/2021): tranches shown above totaling four cliff-vesting awards with disclosed market values at $90.03 per share .
- Stock ownership guidelines (NEOs): CEO 3x salary, CFO 2x, other NEOs 1x; counting outright shares and RSUs; 5-year compliance window; as of April 9, 2025, all NEOs met or were on track to meet guidelines .
- Hedging/pledging: Hedging prohibited; pledging EXPO securities prohibited for directors and officers .
- Section 16: No delinquent filings identified for James in FY 2024 (only one late Form 4 noted for a director) .
Employment Terms
- Role and start: Joined Exponent in 1994; appointed Group Vice President on January 4, 2020 .
- Employment agreement: Company discloses no employment agreements or other severance cash arrangements for NEOs; policy is double-trigger equity acceleration on change in control with involuntary termination within two years (awards vest and settle at termination) .
- Change-in-control equity value (illustrative, FY 2020): Dr. James – $1,015,000 (based on $90.03 closing price as of 1/1/2021) .
- Retirement vesting: All unvested RSUs and stock options continue to vest upon retirement at age 59½ or older, provided post-employment consulting is through Exponent and the executive does not become an employee of a past/present client or competitor .
- Clawback: Company policy to recover excessive incentive-based compensation in the event of certain restatements and officer misconduct (as described) .
Investment Implications
- Pay-for-performance and retention: Incentives emphasize RSUs with 4-year cliff vesting and, when granted, options vesting 25% per year; metrics focus on EBITDA, revenue growth, and margin, aligning payouts with core financial performance drivers . Improved 2024 utilization (73%) and EBITDA margin (28.4%) indicate operational discipline consistent with incentive focus .
- Selling pressure and overhang: RSUs from 2020 vested in March 2024; continued annual RSU practices for NEOs provide ongoing equity exposure, but hedging and pledging prohibitions reduce forced-selling risk signals .
- Change-in-control economics: Double-trigger equity acceleration with no disclosed cash severance multiple lowers “golden parachute” risk and keeps alignment with shareholders; 2020 disclosure for James quantified potential RSU value but no cash severance .
- Related-party oversight: Exponent Engineering, P.C. arrangement is material operationally (e.g., $17.141M FY 2024 consideration) but structured so Exponent receives all consideration; shareholders (including James) receive no compensation; Audit Committee oversight mitigates conflict risk .
- Retirement eligibility watch: Company policy allows continued vesting at retirement at age 59½ under conditions, which can lessen equity forfeiture and slightly reduce “golden handcuffs” post-eligibility; monitor tenure decisions and any Form 4 activity as he approaches/achieves eligibility .
- Governance risk signals: No Section 16 reporting delinquencies disclosed for James in 2024; hedging/pledging barred; ownership guidelines in place for NEOs—all supportive of alignment .