Paul Johnston
EXPONENTAbout Paul R. Johnston, Ph.D.
Paul R. Johnston, age 71, is Exponent’s Chairman of the Board and an independent director, serving on the Board since 2009. He is Exponent’s former President (2007–2009), CEO (2009–2018), and Executive Chairman (May 2018–May 2019), with prior leadership roles overseeing global offices, consulting groups, and operations; he holds a Ph.D. in Civil Engineering (Stanford, 1981), an M.S. in Structural Engineering (Stanford, 1977), and a B.A.I. in Civil Engineering with First Class Honors (Trinity College Dublin, 1976) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exponent, Inc. | Chairman of the Board | Current | Board leadership; separation from CEO role |
| Exponent, Inc. | Executive Chairman | May 2018–May 2019 | Transition oversight post-CEO |
| Exponent, Inc. | Chief Executive Officer; Director | May 2009–May 2018 (CEO); since 2009 (Director) | Led firm strategy and operations |
| Exponent, Inc. | President | May 2007–May 2009 | Senior operations leadership |
| Exponent, Inc. | Line responsibility for all consulting groups | 2006 | Operational consolidation |
| Exponent, Inc. | COO; added Health & Environmental Groups oversight | 2003 | Expanded practice oversight |
| Exponent, Inc. | Responsibility for network of offices | 1997 | Global office management |
| Exponent, Inc. | Vice President | 1996 | Senior management |
| Exponent, Inc. | Principal Engineer | 1987 | Technical leadership |
| Exponent, Inc. | Joined Exponent | 1981 | Technical consulting practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | N/A | N/A | No other public company directorships disclosed |
Board Governance
- Independence: The Board determined Johnston is independent under Nasdaq standards, despite being a former CEO; no related-party transactions were cited for him in this determination .
- Committee assignments: Not listed on Audit, Human Resources, or Nominating & Governance Committees; serves as Chairman of the Board (committees composed of independent directors) .
- Attendance: Board held 8 meetings in fiscal 2024; each director attended at least 75% of applicable Board and committee meetings .
- Leadership structure: CEO and Chair roles are separated; Lead Independent Director is Karen A. Richardson with defined executive-session and governance responsibilities .
- Director compensation governance: Nominating & Governance Committee reviews non-employee director compensation; all committee members are independent .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Chairman of the Board fee | $75,000 | Additional cash retainer for Chair role |
| Committee membership fees | $0 | Not listed as a member on committees |
| Equity (annual RSU grant) | $145,000 | Cliff vests prior to next annual meeting |
| Total cash fees earned (Johnston) | $155,000 | FY 2024 cash compensation reported |
| Total stock awards (Johnston) | $145,089 | FY 2024 RSU grant value reported |
| Total compensation (Johnston) | $300,089 | FY 2024 director pay |
Performance Compensation
| Grant Date | Shares (RSUs) | Grant Date Fair Value | Vest Schedule | Notes |
|---|---|---|---|---|
| June 6, 2024 | 1,525 | $145,000 | Cliff vest day prior to next annual meeting following grant date | RSUs include dividend equivalent rights (DER) with same vesting terms |
No performance-based metrics (e.g., TSR, EBITDA) apply to director equity at Exponent; director RSUs vest time-based prior to the next annual meeting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed for Johnston in proxy |
| Compensation Committee interlocks | None in fiscal 2024; no executive officer served on another company’s compensation committee with Exponent’s HR Committee members |
| Board independence conflicts | None disclosed for Johnston; Board reviewed Stanford-related transactions only for Director Zumwalt and maintained her independence |
Expertise & Qualifications
- Technical/industry expertise: Decades leading technical consulting practices and firm operations across multiple engineering disciplines and geographies .
- Education: Ph.D. in Civil Engineering (Stanford, 1981); M.S. in Structural Engineering (Stanford, 1977); B.A.I. in Civil Engineering with First Class Honors (Trinity College Dublin, 1976); Foundation Scholar (1975) .
- Governance: Experience as CEO, President, COO, Executive Chairman, and current Chairman of the Board .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | Percent of Total | RSUs Converting Within 60 Days | Unvested RSUs Outstanding (1/3/2025) |
|---|---|---|---|---|
| April 9, 2025 | 60,931 | Less than 1% | 1,525 | 1,525 |
- Director stock ownership guidelines: 3× annual cash retainer for non-employee directors; as of April 9, 2025, all non-employee directors met or are expected to meet guidelines within the required period .
- Hedging/pledging: Hedging and pledging of Exponent securities by directors and officers are prohibited per insider trading policy .
Insider Trades
| Date | Transaction | Shares | SEC Form | Filing Notes |
|---|---|---|---|---|
| Nov 21, 2024 | Stock option exercise | 5,700 | Form 5 (filed Feb 13, 2025) | Form 4 was not filed timely; reported via Form 5 |
Governance Assessment
- Positives: Independent Chair (former CEO) with deep institutional knowledge; board separation of Chair/CEO with a strong Lead Independent Director framework; director equity with short-term vesting aligns directors with shareholder outcomes; ownership guidelines and anti-hedging/pledging policy bolster alignment .
- Potential red flags: Section 16(a) delinquency for a November 2024 option exercise (administrative, but noteworthy); long tenure (since 2009) may warrant refresh considerations; no committee memberships for the Chair could limit direct committee oversight roles, though committee chairs are independent and active .
- Pay context: Non-employee director pay composed of cash ($155,000) and equity ($145,089) in FY 2024, consistent with Exponent’s director pay structure and ownership guidelines; Nominating & Governance Committee oversees director compensation .
- Shareholder sentiment: 2024 say‑on‑pay support was 92.8% for executive compensation (context for overall governance environment) .
Related-party exposure: None disclosed for Johnston; Board’s independence review cited only Stanford-related services for Director Zumwalt with immaterial amounts relative to revenues; independence affirmed .