Catherine Corrigan
EXPONENTAbout Catherine Corrigan
Catherine Ford Corrigan, Ph.D., is President and Chief Executive Officer of Exponent (EXPO). She joined Exponent in 1996, became President in 2016, and was appointed CEO and elected to the Board in May 2018. She holds a Ph.D. (1996) in Medical Engineering and Medical Physics and an M.S. (1992) in Mechanical Engineering from MIT, and a B.S. in Bioengineering from the University of Pennsylvania; she was elected to the National Academy of Engineering on February 9, 2021 . Age: 56 as of April 2025 . Under her leadership in fiscal 2024, net revenues rose 4.3%, utilization improved to 73% from 69%, and EBITDA margin expanded to 28.4% from 27.7% . Pay-versus-performance disclosures show 2024 net income of $109,002k, EBITDA of $147,058k, and five-year TSR equating to $133 vs S&P 400 Mid Cap “peer group” $166 (value of $100 initial investment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exponent | Joined the Company | 1996 | Entered as biomechanical engineer; foundation for subsequent leadership roles |
| Exponent | Principal, Biomechanics | 2002 | Advanced technical leadership in biomechanics practice |
| Exponent | Group Vice President | May 2012 | Led consulting groups; joined Operating Committee; expanded Transportation Group |
| Exponent | President | July 2016 | Took responsibility for all consulting groups and business development |
| Exponent | Chief Executive Officer & Director | May 2018 | Elevated to CEO; director service begins; CEO-led strategic and operational oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Academy of Engineering | Member (elected) | Feb 9, 2021 | Recognition for contributions to engineering; enhances external credibility |
| Beth Israel Hospital & Harvard Medical School | Researcher, Orthopedic Biomechanics Laboratory | Not disclosed | Pre-Exponent research experience; domain expertise in human injury biomechanics |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 831,250 | 887,500 | 948,077 |
| Cash Bonus Paid ($) | 900,000 | 720,000 | 840,000 |
| Committee-set Annual Base (effective date) | $900,000 effective 4/1/2023 | — | $940,000 effective 3/30/2024 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Settlement/Vesting |
|---|---|---|---|---|---|---|
| Performance Award (FY 2024) | Revenues before reimbursements growth | 50% (equal weighting of two targets) | 1.5% growth | 4.3% growth; factor 1.28 (0–2 scale) | Part of $540,500 total formulaic award | 60% cash; 40% fully vested RSUs deliverable in 4 years |
| Performance Award (FY 2024) | Adjusted EBITDAS margin vs target | 50% | 31.75% target, +/-5 bps per 1% growth | Exceeded by 96 bps; factor 1.48 (0–2 scale) | Part of $540,500 total formulaic award | 60% cash; 40% fully vested RSUs deliverable in 4 years |
| Performance Award (FY 2024) | Composite | — | Target $391,667 (5/12 of base) | Composite factor 1.38 | $540,500 | As above |
| Qualitative Bonus (FY 2024) | Leadership | 50% | Target $783,333 (10/12 of base) | Composite performance factor 1.10 | $859,500 | 60% cash; 40% fully vested RSUs deliverable in 4 years |
| Qualitative Bonus (FY 2024) | Revenues objective | 25% | — | Committee determined objective met via growth initiatives | Included in $859,500 | As above |
| Qualitative Bonus (FY 2024) | Profit objective | 25% | — | Committee determined objective met via cost/headcount management | Included in $859,500 | As above |
| Performance Award (FY 2023) | Revenues growth (target 12.1%) | 50% | 12.1% growth | 7.2% growth; factor 0.51 | Part of $206,000 total formulaic award | 60% cash; 40% fully vested RSUs (4-year delivery) |
| Performance Award (FY 2023) | Adjusted EBITDAS margin (target 32.93%) | 50% | 32.93% | -85 bps vs target; factor 0.58 | Part of $206,000 total formulaic award | 60% cash; 40% fully vested RSUs (4-year delivery) |
| Qualitative Bonus (FY 2023) | Revenue, Profit, Leadership | 25%, 25%, 50% | $750,000 target | Composite performance factor 1.325 | $994,000 | 60% cash; 40% fully vested RSUs (4-year delivery) |
Annual Equity Grants (Plan-Based Awards)
| Grant Type | Grant Date | Shares/Options | Strike | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Unvested RSUs | 3/15/2024 | 5,022 | — | 397,592 | Cliff vest in 4 years |
| Fully vested RSUs (bonus settlement) | 3/15/2024 | 5,022 | — | 397,592 | Deliverable in 4 years |
| Unvested RSUs (performance award settlement) | 3/15/2024 | 1,041 | — | 82,416 | Cliff vest in 4 years |
| Fully vested RSUs (performance award settlement) | 3/15/2024 | 1,041 | — | 82,416 | Deliverable in 4 years |
| Stock Options | 2/14/2024 | 24,000 | $75.87 | 680,626 | 25% vesting per year; 10-year term |
| Stock Options | 2/15/2023 | 18,000 | $107.31 | 689,299 | 25% vesting per year; 10-year term |
| Stock Options | 2/17/2022 | 22,500 | $87.90 | 599,488 | 25% vesting per year; 10-year term |
Equity Ownership & Alignment
| Metric | As of Apr 12, 2023 | As of Apr 10, 2024 | As of Apr 9, 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 248,381 | 272,469 | 295,217 |
| Ownership % of shares outstanding | <1% | <1% | <1% |
| Executive Ownership Guidelines | CEO: 3x base salary; all NEOs compliant or on track | CEO: 3x base salary; all NEOs compliant or on track | CEO: 3x base salary; all NEOs compliant or on track |
| Hedging/Pledging | Prohibited for directors/officers; no pledging allowed | Prohibited; no pledging allowed | Prohibited; no pledging allowed |
Outstanding Equity Awards at FY 2024 Year-End (selected tranches)
| Award | Exercisable | Unexercisable | Strike ($) | Expiration | RSUs Not Vested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Options (2024 grant) | — | 24,000 | 75.87 | 2/14/2034 | — | — |
| Options (2023 grant) | 4,500 | 13,500 | 107.31 | 2/15/2033 | — | — |
| Options (2022 grant) | 11,250 | 11,250 | 87.90 | 2/17/2032 | — | — |
| Options (2021 grant) | 15,000 | 5,000 | 94.20 | 2/11/2031 | — | — |
| RSUs (cliff vest dates) | — | — | — | — | 4,045 (vest 3/12/2025) | 359,641 (at $88.91) |
| — | — | — | — | 6,358 (vest 3/11/2026) | 565,290 (at $88.91) | |
| — | — | — | — | 5,999 (vest 3/10/2027) | 533,371 (at $88.91) | |
| — | — | — | — | 6,063 (vest 3/5/2028) | 539,061 (at $88.91) |
Notes: RSU market values use $88.91 closing price on Jan 3, 2025 .
Exercised/Vested Activity (trading pressure indicator)
| Activity | FY 2023 | FY 2024 |
|---|---|---|
| Options exercised (shares; value) | —; — | —; — |
| RSUs vested (shares; value) | 5,999; $600,020 | 6,063; $480,008 and 6,205; $488,892 |
Employment Terms
- Change-in-Control: RSU successor assumption/substitution; double-trigger accelerated vesting and settlement if involuntarily terminated within two years after change in control; estimated Corrigan RSU value of $1,997,000 at $88.91 per share for FY 2024 .
- No separate employment/severance contracts: Company states no other contracts/arrangements for termination or change-in-control payments for NEOs beyond equity provisions .
- Clawback: Mandatory recovery of excess incentive-based compensation upon accounting restatement, 3-year lookback; applies regardless of misconduct; Nasdaq-compliant .
- Retirement vesting conditions: Unvested RSUs and options continue vesting at retirement age 59½+ if consulting work done through the Company and not employed by past/present client or competitor; options vest ratably over 4 years; RSUs cliff vest at 4 years .
- Deferred Compensation: Eligible to defer up to 100% of salary/bonus; Corrigan 2022 deferrals of $803,754; aggregate balance $3,207,417 at year-end 2022 .
Board Governance
- Board Service: Director since May 2018; Chairman is Paul R. Johnston (not Corrigan), preserving separation of CEO and Chair roles .
- Committees: Audit, Human Resources (Compensation), and Nominating & Governance committees are composed entirely of independent directors; Corrigan is not listed as a member .
- Attendance: Board held eight meetings in fiscal 2024; each director attended at least 75% of applicable Board and committee meetings .
- Dual-role implications: CEO + Director with independent, non-executive Chair mitigates CEO-chairman concentration; committees remain independent .
- Employee directors do not receive additional director pay; non-employee director compensation includes cash retainer ($80,000), annual RSU grant ($145,000), and role-based fees (e.g., $75,000 Chair; $25,000 Audit Chair; $25,000 HRC Chair; $30,000 Lead Independent Director; $12,000 Audit member) .
- Director ownership guidelines: 3x annual cash retainer; five-year compliance window; retain at least 50% of net shares until guideline met .
Compensation Peer Group (Benchmarking)
- Peer group used for CEO/CFO competitive data: CRA International; FTI Consulting; Heidrick & Struggles; Huron Consulting Group; ICF International; Korn/Ferry; Resources Connection; The Hackett Group; no targeted percentile; data for market understanding only .
- Independent consultant: Compensia; committee reviewed independence; no conflicts identified .
Say-on-Pay & Shareholder Feedback
- 2024 “Say on Pay” (covering FY 2023): Approximately 92.8% approval; 2024 approach consistent with 2023 .
- 2023 “Say on Pay” (covering FY 2022): Approximately 94.3% approval .
Performance & Track Record
| Measure | FY 2023 | FY 2024 |
|---|---|---|
| Revenues before reimbursements growth (%) | +7.2% (target 12.1%) | +4.3% (target 1.5%) |
| Adjusted EBITDAS margin vs target | -85 bps vs target (factor 0.58) | +96 bps vs target (factor 1.48) |
| Utilization (%) | 69% | 73% |
| EBITDA ($ ‘000) | 137,662 | 147,058 |
| Net Income ($ ‘000) | 100,339 | 109,002 |
| TSR (value of $100 investment) | Company 130; Peer 144 | Company 133; Peer 166 |
Director Compensation (Non-Employee Directors)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Paul R. Johnston | 155,000 | 145,089 | 300,089 |
| George H. Brown | 117,000 | 145,089 | 262,089 |
| Carol Lindstrom | 107,000 | 145,089 | 252,089 |
| Karen A. Richardson | 122,000 | 145,089 | 267,089 |
| Debra L. Zumwalt | 117,000 | 145,089 | 262,089 |
Note: Employee directors (e.g., Corrigan) receive no additional director compensation .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; alignment preserved .
- Clawback policy adopted per SEC/Nasdaq rules; mandatory recovery on restatements .
- Section 16(a) compliance: no Corrigan filing issues disclosed; one late Form 4 noted for another director in FY 2024 .
- No repricing or timing games in equity awards; no grants around material non-public events .
Equity Ownership & Vesting Schedules (Liquidity Timing)
- Annual bonus practice: generally 40% settled in fully vested RSUs with matching unvested RSUs; both deliver/vest after 4 years, creating staggered future delivery (potential supply) .
- Key RSU vest dates and sizes for Corrigan: 3/12/2025 (4,045), 3/11/2026 (6,358), 3/10/2027 (5,999), 3/5/2028 (6,063) .
- Options vest 25% annually across grants; expirations run through 2034; no exercises by Corrigan in FY 2023–2024 per tables .
Employment & Contracts (Economics)
| Provision | Terms | Value/Notes |
|---|---|---|
| Change-in-Control | Successor assumes/substitutes awards; double trigger—accelerated vesting on involuntary termination within 2 years post-CoC | RSU value illustration: $1,997,000 at $88.91/share for Corrigan |
| Standalone Severance | None beyond equity terms; no written/unwritten contracts for CoC/termination payments | — |
| Retirement Vesting | Continued vesting for RSUs/options at age 59½+ with conditions (consulting via company; not employed by client/competitor) | — |
| Clawback | 3-year lookback; mandatory recovery on restatements; applies to incentive-based comp | — |
Investment Implications
- Alignment and retention: High equity mix with 4-year RSU delivery and matching unvested RSUs creates durable retention and defers liquidity; CEO meets ownership guidelines; hedging/pledging prohibited—positive alignment signal .
- Performance linkage: Clear quantitative metrics (revenue growth and adjusted EBITDAS margin) drive the performance award, with committee discretion only on qualitative components; FY 2024 outperformance yielded higher award vs FY 2023 miss—credible pay-for-performance .
- Selling pressure: No option exercises in FY 2023–2024; future RSU deliveries are known and staggered (dates/sizes above), offering transparency into potential supply events rather than near-term selling pressure .
- CoC economics: Double-trigger vesting may create meaningful value realization in a sale scenario (illustrative $1.997M RSUs), but absence of additional severance multiples limits windfall risk .
- Governance: CEO also serves as director, but independent Chair and fully independent committees mitigate dual-role concerns; strong say-on-pay support (>90%) suggests low shareholder friction .