Brian Kundert
EXPONENTAbout Brian Kundert
Brian Kundert is Chief Human Resources Officer at Exponent (EXPO). He joined Exponent on July 10, 2023 as Vice President – Human Resources and was promoted to CHRO on March 16, 2024; he is 50 and holds a B.A. (1996) in Psychology from the University of California, Berkeley . Company performance context during his tenure includes 2024 revenue-before-reimbursements growth of 4.3%, exceeding the CEO’s revenue growth target framework, and adjusted EBITDAS margin outperforming its target by 96 bps; the CEO’s formulaic performance award factor was 1.38 (out of 2.0) for 2024, underscoring pay linkage to growth and profitability . Over the last five fiscal years, TSR and profitability have remained resilient (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exponent (EXPO) | Chief Human Resources Officer | Mar 16, 2024–present | Oversees global HR; sits on Security & Privacy Management Committee helping govern cybersecurity risk . |
| Exponent (EXPO) | Vice President – Human Resources | Jul 10, 2023–Mar 16, 2024 | Led HR prior to elevation to CHRO . |
| Arcadis (Resilience division) | Global Director of Human Resources | 19 years (through 2023) | Senior HR leadership at a global design/consulting firm; long-tenured change management and talent leadership . |
External Roles
None disclosed in company filings for Kundert .
Company Performance Context (for incentive alignment)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (index, $100 start) | 129 | 169 | 145 | 130 | 133 |
| Net Income ($ ‘000) | 82,552 | 101,202 | 102,330 | 100,339 | 109,002 |
| EBITDA ($ ‘000) | 102,102 | 132,258 | 137,217 | 137,662 | 147,058 |
Fixed Compensation
- For 2024, EXPO discloses base salaries for Named Executive Officers (NEOs) and its philosophy (market-aligned base pay reviewed annually), but Kundert was not an NEO in 2024, so his base salary was not individually reported .
Performance Compensation
- Company-wide annual bonus structure: bonus pool equals 33% of pre-tax income before bonuses, stock-based comp, FX and interest; generally 40% of each executive’s bonus is settled in fully vested RSUs that deliver in four years; remainder in cash. The vest-delayed RSUs align incentives and retain talent across executive ranks. Individual NEO goals may include quantitative revenue and adjusted EBITDAS margin targets; the Human Resources Committee exercises negative discretion as needed .
- CEO framework (illustrative of the quantitative model EXPO uses for senior leadership): equal weighting of revenue growth and adjusted EBITDAS margin produced a 1.38 composite factor for 2024; revenue growth actual 4.3% vs 1.5% target; adjusted EBITDAS margin +96 bps vs target; formulaic payout $540,500 (target $391,667 × 1.38). This highlights clear linkage of incentive outcomes to growth and profitability .
| Metric (CEO 2024) | Weighting | Target | Actual | Payout/Factor | Vesting Modality |
|---|---|---|---|---|---|
| Revenue growth (before reimbursements) | 50% | 1.5% growth (scale 0–2) | 4.3% growth | 1.28x factor | 40% of performance award in fully vested RSUs delivering in 4 years; 60% in cash |
| Adjusted EBITDAS margin | 50% | 31.75% target, adjusted ±5 bps per 1% revenue delta (scale 0–2) | +96 bps above target | 1.48x factor | Same as above |
| Composite | — | — | — | 1.38x; $540,500 formulaic payout | As above |
Note: Kundert’s specific targets and payouts are not disclosed; the table reflects the company’s disclosed CEO framework that signals how leadership incentives tie to growth and margin .
Equity Ownership & Alignment
- Ownership/beneficial interests: EXPO’s 2025 proxy lists security ownership for directors, NEOs and all directors/executive officers as a group; Kundert is not individually enumerated, and his beneficial ownership is not disclosed separately. Directors and executive officers as a group (14 persons) owned 837,928 shares (1.6%) as of April 9, 2025 .
- Executive stock ownership guidelines apply to NEOs: CEO 3× salary; CFO 2×; other NEOs 1×; five-year compliance window; 50% net share retention until guideline met .
- Hedging and pledging: Hedging/shorting/margin transactions are prohibited; directors and officers may not pledge EXPO securities as collateral—reduces alignment risk from hedging/pledging .
- Clawback: Mandatory recoupment policy aligned to SEC/Nasdaq rules, with 3-year lookback for restatements; applies regardless of misconduct—strengthens pay-for-performance integrity .
- Deferred compensation: Highly compensated employees can elect to defer up to 100% of base salary and bonus; plan assets are in a rabbi trust and subject to creditors. As of Oct 3, 2025, invested plan assets totaled $140.7M and vested liabilities $142.3M—indicating active usage by senior employees (individual elections not disclosed) .
Vesting Schedules and Potential Insider Selling Pressure
| Instrument | Grant/Settlement Mechanics | Vesting/Delivery | Notable Provisions |
|---|---|---|---|
| Fully vested RSUs (annual bonus settlement) | Generally 40% of annual bonus is settled in fully vested RSUs | Shares are delivered 4 years after grant, creating scheduled delivery events that can concentrate liquidity windows | Delivery can create episodic selling pressure as awards deliver in lump sums; dividend equivalents accrue and pay at delivery . |
| Matching unvested RSUs | Granted in a number equal to fully vested RSUs | Cliff vest after 4 years; continue vesting upon retirement at 59½ if post-retirement conditions met | Standard 4-year cliff aligns retention; retirement continuation reduces forfeiture risk . |
| Stock options | Occasional for select executives | 4-year ratable vesting (25% per year); 10-year term; continue vesting upon retirement at 59½ if conditions met | Exercise price set at grant close; Black-Scholes valuation; dividend equivalents for equity awards . |
Employment Terms
- Change-in-control (CIC) treatment: RSU agreements provide that awards are assumed/substituted at CIC; if involuntarily terminated within two years post-CIC for reasons other than failure to substantially perform duties, all awards vest and settle at termination (double-trigger). Company states no other employment agreements or severance arrangements for NEOs beyond equity award terms; non-NEO executive severance terms are not disclosed .
- Non-compete/non-solicit/garden leave: No executive-specific restrictive covenant disclosures identified in the proxy [Search: none found] .
Compensation Committee, Peer Group, and Say-on-Pay
- Human Resources Committee (independent directors) met five times in FY 2024; retains Compensia as independent advisor; no consultant conflicts reported .
- Peer group for benchmarking CEO/CFO: CRA International, FTI Consulting, Heidrick & Struggles, Huron Consulting, ICF International, Korn Ferry, Resources Connection, The Hackett Group; Radford survey data also used; no percentile target set—contextual benchmarking only .
- Say-on-Pay: ~92.8% support in 2024 (for FY 2023 compensation); policies remained consistent in FY 2024 .
Equity Plan Overhang/Capacity (context)
- Securities to be issued on exercise/settlement under plans: 1,221,015 shares; remaining available for issuance: 2,588,889 shares as of Jan 3, 2025. Includes 413,296 unvested RSUs and 428,690 fully vested RSUs pending delivery—pinpointing potential future settlement-driven liquidity .
Investment Implications
- Alignment and retention: Four-year delivery on “fully vested” RSUs plus matching unvested RSUs creates strong multi-year retention and predictable settlement calendars. Hedging/pledging prohibitions and a rigorous clawback policy further align executives with shareholders and mitigate governance risk .
- Selling pressure watchlist: The four-year delivery of vested RSUs can cluster share deliveries around annual grant anniversaries (e.g., March timing disclosed for NEO grants), potentially elevating insider selling volume around those windows; options vesting schedules similarly create rolling liquidity opportunities .
- Pay-performance linkage: Quantitative frameworks tied to revenue growth and adjusted EBITDAS margin (with disclosed outperformance in 2024) support incentive credibility. Strong Say-on-Pay outcomes (~92.8%) reduce near-term compensation backlash risk .
- Data gaps specific to Kundert: As a non-NEO in 2024, Kundert’s specific salary, bonus target, grant sizes, and personal ownership are not disclosed individually in the proxy; monitoring future proxies and Section 16 filings (Form 4) is advised to track any accumulating ownership, sales, or award sizes .