Karen Richardson - Lead Independent Director | EXPONENT (EXPO) Executive Profile & Compensation

About Karen A. Richardson

Independent director at Exponent, Inc. (EXPO), age 62, serving since 2023 and previously from 2013 to June 2022; designated Lead Independent Director, recognized by the Board as an “audit committee financial expert,” and determined independent under Nasdaq rules . Background includes over 30 years in technology leadership, including CEO of E.piphany and VP of Sales at Netscape .

Past Roles

Organization	Role	Tenure	Committees/Impact
E.piphany (CRM software)	Chief Executive Officer	2003–2005	Senior leadership in enterprise software; detailed impact not disclosed
E.piphany	Senior executive positions	1998–2003	Multiple senior roles; detailed impact not disclosed
Netscape Communications	Vice President of Sales	1995–1998	Scaled go-to-market in internet software; further details not disclosed

External Roles

Company	Role	Tenure	Notes
BP plc (NYSE: BP)	Director	Current (not dated)	Public company board; committees not disclosed in EXPO proxy
Artius Acquisition Inc. (Nasdaq: AACBU)	Director	Current (not dated)	Public company SPAC; committees not disclosed in EXPO proxy

Board Governance

Independence: Board determined Richardson is independent under Nasdaq standards .
Lead Independent Director: Chairs executive sessions; co-develops annual Board work plan; consults on governance; leads Board deliberations on change‑of‑control offers .
Committee assignments and expertise:
- Audit Committee member; Board designated her an “audit committee financial expert” .
- Human Resources (Compensation) Committee member .
- Nominating & Governance Committee member .
Committee chairs: Audit—George H. Brown; HR—Debra L. Zumwalt; Nominating—Carol Lindstrom (Richardson is not chair) .
Board/Committee activity: Board met eight times in FY2024; each director attended at least 75% of applicable Board and committee meetings .

Fixed Compensation

Component	Amount/Detail	Period	Notes
Annual cash retainer	$80,000	FY2024	Standard non‑employee director retainer
Audit Committee membership fee	$12,000	FY2024	Paid to members (non-chair)
Lead Independent Director fee	$30,000	FY2024	Additional for Lead Independent Director
Fees earned in cash (total)	$122,000	FY2024	Matches base + Audit + Lead Ind. totals
Equity grant (RSUs)	1,525 units; grant-date fair value $145,089	Granted Jun 6, 2024	Annual director RSU; dividend equivalents; unvested as of Jan 3, 2025
RSU vesting cadence	Cliff vests the day prior to next annual meeting	FY2024 cycle	Standard director grant structure

Performance Compensation

Performance-Based Director Compensation Metrics	Disclosure
None for directors	EXPO compensates directors with fixed cash retainers, committee/role fees, and time‑based RSUs; no performance‑linked director pay is disclosed .

Other Directorships & Interlocks

Current public boards: BP plc; Artius Acquisition Inc. .
Related‑party review: Board independence affirmed; only related‑party transactions considered involved Stanford and Director Zumwalt; no transactions disclosed involving Richardson or her outside affiliations .
Indemnification agreements: EXPO maintains director indemnification to the fullest extent permitted by law .

Expertise & Qualifications

Technology industry veteran with >30 years’ leadership experience (E.piphany CEO; Netscape VP Sales) .
Financial oversight credentials: Designated “audit committee financial expert” by EXPO’s Board .
Governance roles: Lead Independent Director with defined responsibilities over executive sessions, work planning, and change‑of‑control deliberations .

Equity Ownership

Item	Value/Detail	As of/When	Notes
Total beneficial ownership	32,232 shares; <1% of outstanding	Apr 9, 2025	Beneficial ownership table; “<1%” indicated by asterisk
RSUs convertible within 60 days	1,525 shares	Within 60 days of Apr 9, 2025	Footnote confirms RSUs converting within 60 days
Unvested RSUs outstanding	1,525 units	Jan 3, 2025	From director equity outstanding table
Stock ownership guidelines	3x annual cash retainer for directors	Policy	Applies to outright shares and RSUs; valuation methodology described
Guideline compliance	All non‑employee directors met or are expected to meet within period	Apr 9, 2025	Annual compliance statement
Hedging/pledging	Prohibited for directors under insider trading policy	Policy	No pledging of EXPO securities permitted

Governance Assessment

Strengths
- Independence, multi‑committee service, and Lead Independent Director role enhance Board effectiveness .
- Financial oversight: Audit Committee service with “financial expert” designation supports high‑quality reporting and controls .
- Engagement: Board met eight times; all directors attended at least 75% of meetings, indicating baseline engagement .
- Alignment: Robust director ownership guidelines with confirmed compliance/trajectory; annual equity grants with dividend equivalents; hedging/pledging ban reduces misalignment risk .
- Compensation governance: Nominating & Governance Committee oversees non‑employee director pay; HR Committee uses independent consultant (Compensia) with no conflicts, supporting sound practices .
- Shareholder support: Prior say‑on‑pay received ~92.8% approval for FY2023, suggesting broad investor alignment with compensation philosophy .
Risk indicators and RED FLAGS
- No related‑party transactions disclosed involving Richardson; independence reaffirmed—no conflicts noted .
- Section 16(a) compliance: No delinquent filings identified for Richardson; one late filing noted for a different director (Johnston) .
- Change‑of‑control terms: Director‑specific CIC provisions not typical; EXPO discloses RSU CIC vesting for executives, not directors—no director CIC cash severance disclosed .

Director Compensation (Detail)

Name	Cash Fees ($)	Stock Awards ($)	Total ($)
Karen A. Richardson	122,000	145,089	267,089

Committees and Roles (Detail)

Committee	Membership	Chair Role	Notes
Audit	Member; “financial expert”	Chair: George H. Brown	8 meetings in FY2024; oversight of reporting, controls, auditor independence
Human Resources (Compensation)	Member	Chair: Debra L. Zumwalt	5 meetings; oversees comp policies, CEO succession; uses Compensia
Nominating & Governance	Member	Chair: Carol Lindstrom	4 meetings; director nominations; director compensation oversight
Lead Independent Director	Designated	N/A	Chairs executive sessions; governance planning; change‑of‑control deliberations

Insider Trades and Compliance

Person	2024 Section 16(a) Compliance	Notes
Karen A. Richardson	No delinquent filings disclosed	Company lists one late filing for Paul Johnston; none for Richardson

Say‑on‑Pay & Shareholder Feedback

2024 Board review noted ~92.8% support for prior (2023) say‑on‑pay; no material changes to compensation approach in 2024 based on feedback .
Annual advisory vote cadence; next say‑on‑pay expected at 2026 annual meeting .

Compensation Committee Analysis

Committee members: Zumwalt (Chair), Brown, Lindstrom, Richardson—independent non‑employee directors .
Consultant: Compensia engaged for framework and peer benchmarking; independence affirmed; no conflicts .

Related‑Party Transactions (Conflicts Review)

Board independence determination considered Stanford transactions for Zumwalt; amounts immaterial; no transactions involving Richardson disclosed; Board maintained independence status .

Notes on Policies

Insider trading policy prohibits hedging and pledging by directors/officers/employees .
Director indemnification agreements in place .
Director equity grants carry dividend equivalent rights; DER vest/forfeit with underlying awards .

Summary Implications for Investors

Governance quality supported by Richardson’s independence, cross‑committee participation, and “financial expert” status—positive signal for oversight of reporting and pay .
Lead Independent Director role centralizes independent oversight and control‑event deliberations—enhances board effectiveness .
Compensation mix and ownership guidelines align director incentives with shareholders; no disclosed conflicts—supports investor confidence .