Carol Lindstrom
EXPONENTAbout Carol Lindstrom
Carol Lindstrom (age 71) has served as an independent director of Exponent, Inc. since 2017. She is the former Vice Chairman of Deloitte LLP and President of the Deloitte Foundation, with eight years on the Deloitte & Touche Tohmatsu Global Board; earlier, she was a partner at Andersen Consulting. At Exponent, she chairs the Nominating and Governance Committee and serves on the Audit and Human Resources Committees, bringing deep professional services leadership and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Vice Chairman; led strategic relationship management | Not disclosed | Senior leadership across client and practice management |
| Deloitte Foundation | President | Not disclosed | Oversight of philanthropic initiatives |
| Deloitte & Touche Tohmatsu | Global Board Member | 8 years | Global governance experience |
| Andersen Consulting | Partner | Not disclosed | Consulting leadership |
External Roles
| Organization | Ticker | Role | Committees |
|---|---|---|---|
| Genpact Limited | G | Director | Not disclosed in EXPO proxy |
| ASGN Incorporated | ASGN | Director | Not disclosed in EXPO proxy |
Board Governance
- Independence: Board determined Lindstrom is independent under Nasdaq listing standards .
- Board & Committees: 8 Board meetings in fiscal 2024; all directors attended at least 75% of applicable Board/committee meetings .
- Committee assignments:
- Audit Committee member (Audit Committee held 8 meetings in fiscal 2024; financial experts designated are Brown and Richardson) .
- Human Resources Committee member (5 meetings in fiscal 2024) .
- Nominating & Governance Committee Chair (4 meetings in fiscal 2024) .
- Board leadership: CEO and Chair roles are separated; Lead Independent Director is Karen A. Richardson .
| Committee | Role | Meetings in FY2024 |
|---|---|---|
| Audit | Member | 8 |
| Human Resources | Member | 5 |
| Nominating & Governance | Chair | 4 |
Fixed Compensation
- Structure (Non-Employee Directors):
- Annual cash retainer: $80,000 .
- Committee membership fees: Audit Committee $12,000 .
- Chair fees: Nominating & Governance Committee Chair $15,000 .
- Annual RSU grant: $145,000 grant-date fair value; cliff vests the day prior to the next annual meeting following grant .
- FY2024 Compensation (actual):
- Cash fees: $107,000 (retainer + audit membership + nom/gov chair) .
- Stock awards: $145,089 grant-date fair value .
- Total: $252,089 .
| Component | FY2024 Amount |
|---|---|
| Cash fees (retainer + committees) | $107,000 |
| RSU grant (fair value) | $145,089 |
| Total | $252,089 |
| Cash Fee Breakdown | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Audit Committee member | $12,000 |
| Nominating & Governance Chair | $15,000 |
| Total cash fees | $107,000 |
| Equity Grant Details (FY2024) | Value / Units | Vesting |
|---|---|---|
| RSUs granted June 6, 2024 | 1,525 units; $145,000 fair value | Cliff vest day prior to 2025 annual meeting (June 5, 2025) |
Performance Compensation
- Directors receive time-based RSUs; no performance-vesting metrics are disclosed for director compensation .
| Performance Metric | Target | Weight | Outcome |
|---|---|---|---|
| None disclosed for director awards | — | — | — |
Other Directorships & Interlocks
- Current public company boards: Genpact Limited (NYSE: G), ASGN Incorporated (NYSE: ASGN) .
- Compensation committee interlocks: None; HR Committee members (including Lindstrom) were independent; no executive officer directorships creating interlocks were reported .
Expertise & Qualifications
- Professional services leadership, strategic relationships, and governance from senior roles at Deloitte and Andersen Consulting .
- Committee leadership experience as Chair of Nominating & Governance; service on Audit and HR Committees .
- Independent director status; experience aligns with Exponent’s professional services domain .
Equity Ownership
- Beneficial ownership: 7,396 shares as of April 9, 2025; less than 1% of outstanding shares .
- RSUs within 60 days: Includes 1,525 shares to be issued upon conversion of RSUs within 60 days of April 9, 2025 (aligned with annual director grant vesting) .
- Unvested RSUs outstanding as of January 3, 2025: 1,525 .
- Ownership guidelines: Directors must hold 3× annual cash retainer; all non-employee directors met or are on track within five years; until achieved, must retain at least 50% of net shares delivered; RSUs count toward compliance .
- Hedging/pledging: Prohibited for directors .
| Item | Amount / Status |
|---|---|
| Beneficial ownership (shares) | 7,396; <1% |
| RSUs convertible within 60 days of 4/9/2025 | 1,525 |
| Unvested RSUs at 1/3/2025 | 1,525 |
| Director ownership guideline | 3× annual cash retainer; compliant/on track |
| Hedging/pledging | Prohibited |
Governance Assessment
- Committee effectiveness: As Nominating & Governance Chair, Lindstrom oversees board evaluations, director compensation for non-employee directors, and governance/social responsibility—core to board quality and effectiveness .
- Financial oversight: Audit Committee membership adds financial reporting and compliance oversight; although audit committee financial expert designation applies to Brown and Richardson, Lindstrom contributes to oversight and independence .
- Independence & conflicts: Board affirmatively determined independence; no related-party transactions disclosed for Lindstrom; HR Committee interlocks absent—reduces conflict risk .
- Attendance & engagement: Board held 8 meetings; directors met at least the 75% attendance threshold; multi-committee service indicates engagement .
- Alignment: Director equity grants and ownership guidelines enforce skin-in-the-game; hedging/pledging prohibited—positive alignment signal .
- RED FLAGS: None identified—no related-party exposure, no Section 16 delinquency cited for Lindstrom, no hedging/pledging, and robust governance processes in place .
- Shareholder sentiment: Prior say-on-pay support ~92.8% for FY2023 indicates broad investor alignment with compensation governance, indirectly supportive of board oversight quality .