Brendan Keating

About Brendan Keating

Brendan J. Keating, age 61, is FTI Consulting’s Chief Accounting Officer and Controller, roles he has held since March 2019; he previously served as Vice President – Assistant Controller from 2011 to 2019 and Senior Vice President of Accounting Policy and Reporting at Discovery, Inc. from 2008 to 2011 . Company performance context for his tenure includes 2024 Adjusted EPS of $7.99 and net income of $280.1 million, with pay-versus-performance TSR of $172.72 for 2024 on a $100 base and CAP tracked per SEC rules .

Past Roles

Organization	Role	Years	Strategic Impact
FTI Consulting	Chief Accounting Officer & Controller	Mar 2019 – present	Company-level financial reporting leadership and control oversight
FTI Consulting	Vice President – Assistant Controller	Sep 2011 – Mar 2019	Consolidation, reporting and accounting policy support
Discovery, Inc.	SVP, Accounting Policy & Reporting	2008 – 2011	Accounting policy and external reporting leadership

External Roles

No external directorships or roles disclosed for Brendan Keating in the latest proxy. Skip.

Fixed Compensation

FTI discloses detailed compensation only for Named Executive Officers (NEOs); Brendan Keating was not a 2024 NEO, so his base salary, target bonus and payouts are not individually disclosed .

Performance Compensation

While Keating’s individual awards are not disclosed, FTI’s 2024 incentive architecture for non-CEO NEOs (for context) was:

Metric	2024 Program Design	Weighting / Targets	Payout Mechanics
Annual Incentive Pay (AIP)	Cash incentive	Adjusted EPS 33.33%; Adjusted EBITDA 33.33%; Individual performance 33.34%	Other NEOs’ AIP target opportunity increased to 1.25x base salary in 2024; thresholds at 50%, target 100%, max 150% of target
Long-Term Incentive Pay (LTIP)	RSAs + Performance RSUs	RSAs 40% of LTIP; Performance RSUs 60% of LTIP for other NEOs	RSAs vest pro rata over 3 years; Performance RSUs based on Relative TSR with 3-year period ending 12/31/2026; threshold 50%, target 100%, max 150% of target
CEO AIP form of payment	Cash 75%; RSAs 25%	N/A	For reference only; CEO-specific

Vesting schedules and dates used in 2024 LTIP context:

RSAs: three-year pro rata vesting
Performance RSUs: Relative TSR measured vs adjusted S&P 500; performance period ends December 31, 2026
No automatic single-trigger acceleration on Change in Control at plan level

Equity Ownership & Alignment

Insider Trading Policy prohibits hedging, pledging, short selling, derivatives on FCN stock, margin purchases, and similar transactions for officers and employees, supporting alignment and reducing selling pressure risk .
Compensation Recoupment (Clawback) Policy authorizes recovery of incentive-based compensation from CEO and other covered executive officers upon material restatement for the prior three completed fiscal years, consistent with NYSE listing standards .
Executive Officer Equity Ownership policy is measured and disclosed for CEO and NEOs (7.0x salary for CEO; 3.0x for other NEOs in 2024); coverage and compliance for non-NEO executive officers like Keating is not specified in the proxy .

Beneficial ownership for Brendan Keating is not enumerated in the Security Ownership table (which covers NEOs and directors), so vested/unvested share counts, options status, and ownership % are not disclosed .

Employment Terms

CEO: Severance equals 2.0x base salary plus target bonus upon termination without Cause or resignation with Good Reason; pro-rata AIP based on actual financials and prior-year individual performance; non-compete 18 months .
Other NEOs (CFO, CSTO, GC, CHRO): At-will Officer Employment Letters with severance upon certain terminations and Change in Control (18-month window); non-solicit restrictions 12 months .
Brendan Keating’s employment agreement terms, severance multiple, and change-of-control specifics are not disclosed in the proxy; no individual contract summary is provided for him .

Performance & Track Record

Company pay-versus-performance and financial context during Keating’s tenure:

Metric	2020	2021	2022	2023	2024
Total Shareholder Return ($ on $100 base)	100.96	138.64	143.50	179.97	172.72
Peer Group TSR ($ on $100 base)	121.91	162.44	137.76	160.36	199.53
Net Income ($000)	210,682	234,966	235,500	274,892	280,088
Adjusted EPS ($)	5.99	6.76	6.77	7.71	7.99

Context on 2024 AIP metric setting and rigor:

2024 Adjusted EBITDA target of $442.6M vs 2023 actual $424.8M; threshold/max set at −20%/+20% of target ($354.0M/$531.1M) .
2024 Adjusted EPS target $8.12 vs 2023 actual $7.71; threshold/max $6.50/$9.74 .
Company emphasized multi-year performance; noted record revenues and adjusted EPS in 2024 .

Compensation Peer Group (Benchmarking, pay inflation risk)

2023 peer group used to inform 2024–2025 pay: includes Booz Allen Hamilton, Exponent, ICF International, Jefferies Financial Group, LPL Financial, among others across consulting, financial services, and asset management .
Adjustments noted: peer group changes and TSR methodology corrections by third-party provider; most important measures linking CAP were Adjusted EPS, Adjusted EBITDA, and TSR .
CEO target compensation ranked ~45th percentile; other NEOs ~28th percentile vs peers in 2024 .

Say-On-Pay & Shareholder Feedback

2024 say-on-pay (for 2023 compensation) received ~99% approval; outreach to top 20 shareholders representing ~70% of outstanding shares informed program design .

Risk Indicators & Red Flags

Anti-hedging and pledging rules reduce misalignment risk for officers and employees .
NYSE-compliant clawback adopted; strengthens pay-for-performance discipline .
Delinquent Section 16(a) reporting: only one late filing for Ms. Boglioli and one for Mr. Linton due to administrative error; no mention of Keating indicating no reported delinquencies in 2024 .
Equity plan governance: no option repricing or cash buyouts of underwater options without shareholder approval; no evergreen provisions; annual non-employee director comp capped; no automatic single-trigger acceleration on change of control .

Equity & Incentive Plan Utilization

Burn rate averaged 0.95% over 2022–2024; share reserve increased by 676,000, with plan extended to June 4, 2035; shares available for future grants as of March 6, 2025 were 559,549 .

Investment Implications

Role-critical control: As CAO/Controller since 2019, Keating oversees core accounting and reporting, which aligns with strong company-level execution on Adjusted EPS and net income; however, lack of individual compensation and ownership disclosure limits a precise pay-for-performance and skin-in-the-game assessment for him specifically .
Structural alignment: Company-wide policies prohibiting hedging/pledging and applying clawbacks mitigate misalignment and reduce selling-pressure risk from executives, supporting governance quality signals for traders and PMs .
Vesting and change-of-control: Rigorous performance RSU design tied to Relative TSR over multi-year windows and no single-trigger acceleration indicates incentive durability; but Brendan-specific grants and vesting schedules are not disclosed, tempering visibility on his personal retention incentives .
Monitor disclosures: Absent Form 4 analytics and beneficial ownership details for Keating, trading signals tied to insider activity remain limited; focus monitoring on future proxies and 8-K Item 5.02 updates for any changes to his role, awards, or agreements .