John Pye
EXPONENTAbout John Pye
John D. Pye, Ph.D., is Vice President for Global Offices and Innovation at Exponent, appointed on November 22, 2024, after serving as Group Vice President since 2014; he joined Exponent in 1999, was promoted to Principal Engineer in 2006 and Corporate Vice President in 2009 (age 54) . He holds a Ph.D. (1999) and M.S. (1993) in Aerospace Engineering from Stanford and a B.A.Sc. (1992) in Engineering Science from the University of Toronto; he is a Registered Professional Mechanical Engineer (CA) and previously managed Stanford’s low‑speed wind tunnel in the Aerospace Fluid Mechanics Lab . Company performance context during his tenure includes 2024 Net Income of $109.0 million and EBITDA of $147.1 million, with cumulative TSR at 133 (index, $100 baseline from 2020) used in pay-versus-performance disclosures . Exponent’s 2024 say‑on‑pay support was ~92.8%, indicating broad investor alignment with the executive pay program design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Exponent | Vice President for Global Offices and Innovation | 2024-11-22 – Present | Executive leadership over global offices and innovation initiatives . |
| Exponent | Group Vice President | 2014 – 2024 | Practice and people leadership; senior operating role . |
| Exponent | Corporate Vice President | 2009 – 2014 | Corporate leadership responsibilities . |
| Exponent | Principal Engineer | 2006 – 2009 | Senior technical/engagement leadership . |
| Exponent | Engineer/Consultant | 1999 – 2006 | Consulting delivery and client development . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stanford University – Aerospace Fluid Mechanics Lab / Stanford/NASA Ames Joint Institute | Research position; managed experimental facilities; led renovation/redesign of Stanford Low‑Speed wind tunnel | Pre-1999 | Built deep experimental/aerodynamics expertise; complex facility management . |
Fixed Compensation
| Year | Salary ($) | Cash Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 330,000 | 360,000 | 560,050 | — | 23,100 | 1,273,150 |
Notes: 2022 amounts per Summary Compensation Table when Pye was a named executive officer .
Performance Compensation
- Annual incentive funding: company bonus pool equals 33% of pre‑tax income before bonuses, stock‑based comp, FX realized gains/losses, and interest income . For executives with both consulting and management duties (like Group VPs), performance weighting emphasizes direct consulting results; broader corporate roles are assessed on overall contribution . 40% of each executive’s annual bonus is settled in fully vested RSUs, deliverable four years from grant; the remainder is paid in cash .
- Equity design: executives receiving vested RSUs generally receive a matching number of unvested RSUs that cliff‑vest after four years, creating strong retention and multi‑year alignment . Stock option grants vest 25% annually over four years when awarded; however, Pye had no options outstanding as of 12/30/2022 .
| Incentive element | Program detail (applies to Pye) |
|---|---|
| Annual bonus mechanics | 33% corporate pool; individual allocation based on contribution (consulting vs. management responsibilities) . |
| Bonus settlement mix | ~40% fully vested RSUs (delivered 4 years after grant) + ~60% cash . |
| Matching RSUs | Equal number of unvested RSUs cliff‑vest after 4 years; continue to vest upon retirement at 59½ if specific conditions are met . |
| Options (when granted) | 4-year ratable vesting; continue vesting upon qualifying retirements subject to conditions . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 31,855 shares as of April 12, 2023 (<1% of outstanding) . |
| Unvested RSUs outstanding (12/30/2022) | 2,967 units (vest 3/11/2026; MV $294,000), 1,719 units (vest 3/12/2025; MV $170,336), 296 units (vest 3/13/2024; MV $29,331), 351 units (vest 3/15/2023; MV $34,781) . |
| Fully vested RSUs (delivery schedule) | 2,967 fully vested RSUs granted 3/11/2022 to settle 2021 bonus; shares deliver 4 years from grant (3/11/2026) . |
| Stock options | None outstanding as of 12/30/2022 . |
| Ownership/holding guidelines | Executive stock ownership guidelines: CEO 3x salary; CFO 2x; other NEOs 1x salary; retain 50% of net shares until met (Company reported all NEOs met/are on track) . |
| Hedging/pledging | Hedging and pledging of company stock by officers is prohibited . |
| Clawback | Mandatory recovery of excess incentive‑based compensation following material restatement (3‑year lookback) . |
Vesting Schedules and Potential Selling Pressure
| Award type | Grant/award date | Vest/settle date | Units | Value basis |
|---|---|---|---|---|
| Fully vested RSUs (2021 bonus settlement) | 3/11/2022 | 3/11/2026 (delivery) | 2,967 | n/a (deliverable at settlement) |
| Unvested RSUs | — | 3/15/2023 | 351 | $34,781 (12/30/2022 close) |
| Unvested RSUs | — | 3/13/2024 | 296 | $29,331 (12/30/2022 close) |
| Unvested RSUs | — | 3/12/2025 | 1,719 | $170,336 (12/30/2022 close) |
| Unvested RSUs | — | 3/11/2026 | 2,967 | $294,000 (12/30/2022 close) |
Implication: Multiple scheduled March deliveries (especially 2025–2026) could create periodic share supply; however, insider trading windows and policy constraints apply, and hedging/pledging is prohibited .
Employment Terms
| Provision | Detail |
|---|---|
| Start date / tenure | Joined Exponent in 1999; executive roles since 2009; VP Global Offices & Innovation since 11/22/2024 . |
| Employment agreement | Company discloses no separate employment agreements or severance arrangements for named executive officers; RSU agreements govern change‑in‑control outcomes . |
| Change‑in‑control (CIC) economics | Double‑trigger: awards are assumed/substituted; if involuntary termination within 2 years post‑CIC (other than for failure to perform), all awards vest and settle at termination . |
| Non‑compete / non‑solicit | Not disclosed in proxy filings. |
| Clawback | Mandatory recovery policy post‑restatement (regardless of fault), 3‑year lookback . |
Performance & Track Record
- Leadership/execution: Long‑tenured technical leader with progression from Principal Engineer to Group VP to VP Global Offices & Innovation; prior lab management and complex facility redesign experience at Stanford indicate strong operational execution capability .
- Company context: 2024 Net Income $109.0M and EBITDA $147.1M, with EBITDA and revenue growth metrics explicitly used as primary pay‑for‑performance measures in executive compensation design and pay-versus-performance disclosures .
Compensation Structure Analysis
- Pay mix and retention: Significant equity via RSUs (vested and matching unvested) with four‑year delivery/vesting cycles supports retention and long‑term alignment; Pye’s 2022 package included substantial stock awards ($560,050) with no options outstanding, consistent with the company’s shift toward RSUs (lower risk vs. options) .
- Performance linkage: Bonus funding tied to profitability (33% pool) and individual impact; executives with consulting duties are evaluated primarily on consulting performance, which likely applied to Pye as Group VP in 2022 .
- Governance safeguards: Prohibitions on hedging/pledging, a robust clawback, and stock ownership/holding requirements mitigate misalignment risk .
Say‑on‑Pay & Shareholder Feedback
- Support levels: 2024 say‑on‑pay approval ~92.8% (for FY2023 compensation), signaling investor endorsement of pay structures that would also influence Pye’s program design .
Investment Implications
- Alignment and retention: Multi‑year RSU delivery and matching unvested RSUs create strong retention and alignment for Pye; hedging/pledging prohibitions further reinforce alignment .
- Potential share supply timing: Concentrated RSU deliveries in March (notably 2025–2026) may increase discretionary share sales potential around open trading windows; monitor Section 16 filings near those dates for trading signals .
- Limited CIC cash severance risk: No separate employment agreements disclosed; equity acceleration is the primary CIC economic lever, reducing cash severance exposure while preserving retention via equity .
- Execution profile: Deep technical/operational background and long firm tenure suggest lower execution risk; company-wide performance metrics (EBITDA/revenue growth) drive incentive design, supporting pay‑for‑performance alignment .