Richard Schlenker
EXPONENTAbout Richard Schlenker
Richard L. Schlenker, Jr. is Exponent’s Executive Vice President, Chief Financial Officer, and Corporate Secretary; age 59, he joined Exponent in 1990, became CFO in July 1999, EVP in April 2010, and Corporate Secretary in November 1997. He previously held roles in human resources, corporate development, and business management, and holds a B.S. in Finance from the University of Southern California . Company performance in fiscal 2024 included 4.3% net revenue growth before reimbursements, with adjusted EBITDA margin exceeding target by 96 bps; EBITDA margin improved to 28.4% from 27.7% in 2023, and TSR (CAP table basis) shows a $133 value for a $100 initial investment by 2024 year-end . Schlenker is also a named member of Exponent’s Security and Privacy Management Committee, providing risk oversight for cybersecurity and privacy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exponent, Inc. | Executive Vice President | 2010–present | Senior leadership of finance and corporate operations |
| Exponent, Inc. | Chief Financial Officer | 1999–present | Financial stewardship; risk oversight via SPMC |
| Exponent, Inc. | Corporate Secretary | 1997–present | Governance, board support, and corporate administration |
| Exponent, Inc. | Director of Human Resources | 1998–1999 | Talent management and HR processes |
| Exponent, Inc. | Manager, Corporate Development | 1996–1998 | M&A and strategic initiatives support |
| Exponent, Inc. | Business Manager | 1993–1996 | Practice-level financial and operational management |
| Exponent, Inc. | Finance/Accounting roles | 1990–1993 | Foundational finance and accounting responsibilities |
External Roles
No external directorships or public-company board roles for Mr. Schlenker are disclosed in the proxy .
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 562,500 | 600,000 | 640,962 |
| Bonus (cash) | 540,000 | 450,000 | 510,000 |
| All Other Compensation | 39,375 | 42,000 | 44,867 |
| Total Cash | 1,141,875 | 1,092,000 | 1,195,829 |
| Total Reported Compensation | 2,261,654 | 2,271,677 | 2,249,687 |
- FY 2024 base salary increased 4% to $635,000 effective March 30, 2024 (reported compensation reflects timing across fiscal weeks) .
Performance Compensation
| Equity Incentives | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (RSUs, vested + unvested grant-date fair value) | 720,120 | 720,144 | 600,108 |
| Option Awards (Black-Scholes) | 399,659 | 459,533 | 453,750 |
| Annual Bonus Structure | Settlement | Vesting | Notes |
|---|---|---|---|
| Company-wide pool equals 33% of pre-tax income before bonuses, SBC, FX gain/loss, and interest income | Generally 60% cash / 40% fully vested RSUs | Vested RSUs deliver shares 4 years after grant; matching unvested RSUs cliff vest in 4 years; retirement provisions at 59½ | Bonuses for NEOs (non-CEO) determined on total compensation basis and contribution to performance |
| Vesting Schedule (Unvested RSUs) | Units | Vest Date | Market Value at $88.91 |
|---|---|---|---|
| RSUs (2024 grant) [footnote (6)] | 3,790 | 3/5/2028 | 336,969 |
| RSUs (2023 grant) [footnote (7)] | 3,600 | 3/10/2027 | 320,076 |
| RSUs (2022 grant) [footnote (8)] | 3,815 | 3/11/2026 | 339,192 |
| RSUs (2021 grant) [footnote (9)] | 2,913 | 3/12/2025 | 258,995 |
| Option Grants (Selected Tranches) | Status | Strike ($) | Expiration | Quantity |
|---|---|---|---|---|
| 2024 grant | Unexercisable | 75.87 | 2/14/2034 | 16,000 |
| 2023 grant | 3,000 ex. / 9,000 unex. | 107.31 | 2/15/2027 | 12,000 |
| 2022 grant | 7,500 ex. / 7,500 unex. | 87.90 | 2/17/2026 | 15,000 |
| 2021 grant | 10,000 ex. / 3,333 unex. | 94.20 | 2/11/2025 | 13,333 |
| Earlier grants (exercisable) | Exercisable | 22.10–79.43 | 2025–2030 | 75,196 total |
- Option/RSU grant mechanics: Options vest 25% per year over four years; RSUs cliff vest in four years; retirement rules allow continued vesting subject to conditions .
- CEO-specific metrics are formalized (revenue growth, adjusted EBITDAS margin), while CFO bonuses are based on overall contribution; most important firmwide metrics linking compensation actually paid are EBITDA, revenue-before-reimbursements growth, and EBITDA margin .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 328,134 |
| Ownership as % of shares outstanding | ~0.65% (328,134 / 50,757,382) |
| Options exercisable within 60 days | 106,255 |
| Shares outstanding (Record Date) | 50,757,382 |
| Closing price on Record Date | $79.79 |
| Executive stock ownership guideline | 2x base salary for CFO |
| Guideline compliance status | All NEOs met or are expected to meet within the required period (as of Apr 9, 2025) |
| Hedging/Pledging | Short sales/hedging prohibited; pledging not permitted |
| Clawback | Mandatory recovery of excess incentive-based compensation for accounting restatements (3-year lookback; non-indemnifiable) |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | None disclosed; no separate severance contract |
| Severance multiple | Not disclosed |
| Change-in-control | Double-trigger: successor assumes awards; involuntary termination within two years post-CIC (other than for failure to perform) accelerates vesting/settlement |
| Estimated CIC accelerated value (RSUs) | $1,255,000 (based on $88.91 closing price on 1/3/2025) |
| Non-compete / non-solicit | Not disclosed in proxy |
| Deferred compensation | Company contributions $18,846; 2024 earnings $29,940; aggregate balance $260,916 (fully vested) |
Insider Activity and Vesting Pressure
| FY 2024 Activity | Shares | Value ($) |
|---|---|---|
| Option exercises | 34,206 | 2,560,280 |
| RSUs vested (2023 bonus settlement) | 3,790 | 300,054 |
| RSUs vested (2018–2020 grants matured) | 4,432 | 349,197 |
- Ongoing 4-year RSU cliff vesting and matching unvested RSUs create multiyear retention and potential vest-related share delivery in 2025–2028; outstanding unvested RSUs total 14,118 units with scheduled cliffs in March 2025–2028 .
- Insider selling pressure is partially mitigated by program design: 40% of annual bonus settled in vested RSUs with share delivery delayed by four years .
Governance and Shareholder Feedback
- Say-on-pay support: 92.8% of votes cast supported FY 2023 NEO compensation; FY 2024 practices remained consistent .
- CFO is on the internal SPMC for cybersecurity/privacy risk oversight, with reporting to the Board; dedicated expertise and regular updates are part of governance .
Investment Implications
- Alignment: Strong alignment via stock settlement of bonuses, 4-year RSU cliffs, ownership guidelines, hedging/pledging prohibitions, and a robust clawback framework; CFO meets/expected to meet ownership guidelines .
- Retention: Material unvested RSUs and multi-tranche options vesting through 2028 reduce near-term departure risk; no cash severance obligations disclosed and double-trigger CIC protection centers on equity only .
- Trading signals: FY 2024 option exercises (34,206 shares; $2.56M) suggest periodic liquidity events; upcoming RSU cliffs in March 2025–2028 may create predictable supply dynamics around vest dates .
- Performance context: Company delivered 4.3% revenue growth before reimbursements and improved EBITDA margin in FY 2024; pay-versus-performance measures emphasize EBITDA, revenue growth, and margin, consistent with service-model value creation .
- Shareholder posture: High say-on-pay support indicates investor acceptance of compensation structure; continued focus on risk oversight by the CFO via SPMC enhances governance quality .