Claudio Costamagna
FTI CONSULTINGAbout Claudio Costamagna
Claudio Costamagna (age 68) has served on FTI Consulting’s Board since 2012 and is a seasoned investment banker who led Goldman Sachs’ Investment Banking Division in EMEA as Chairman from 2004–2006. He is Chairman of CC e Soci S.r.l. and CC Holdings S.r.l., and, effective upon re‑election at the 2025 Annual Meeting, he is appointed Lead Independent Director, reflecting his prior leadership as Compensation Committee Chair and current governance stature .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs, Investment Banking Division (EMEA) | Chairman | 2004–2006 | Led regional IB division |
| REVO S.p.A | Chairman | Past | Board leadership (foreign public) |
| Cassa Depositi e Prestiti | Chairman | Past | Board leadership (foreign public) |
| Advanced Accelerator Applications S.A. | Chairman | Past | Board leadership (foreign public) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CC e Soci S.r.l. | Chairman | Current | Parent: CC Holdings S.r.l. |
| Ferragamo Finanziaria S.p.A. | Director | Current | Non-public board |
| Finavedi S.p.A. | Director | Current | Non-public board |
| Italiana Petroli S.p.A. | Director | Current | Non-public board |
| Salini Costruttori S.p.A. | Director | Current | Non-public board |
| Unopiu S.p.A. | Chairman | Current | Non-public board |
Board Governance
- Independence: FCN’s Board determined all eight non-employee director nominees (including Costamagna) are independent under NYSE-aligned categorical standards .
- Lead Independent Director: Appointed effective upon re‑election in 2025; empowered to chair executive sessions, set agendas with committee chairs, act as principal liaison to management, champion board refreshment/self-evaluation, recommend committee leadership, engage shareholders, and retain advisors; ex‑officio on all Board Committees .
- Committee roles (current and prior):
- 2025 slate: Chair, Nominating, Corporate Governance & Social Responsibility (NCGSR) Committee .
- Prior: Chair, Compensation Committee (2024) .
- Attendance: Each director attended ≥75% of Board/Committee meetings in 2024; Board held 11 meetings; Audit 5; Compensation 6; NCGSR 6; independent directors held regular executive sessions .
- Board refresh: CEO/Chair roles combined (Mr. Gunby) with strengthened LID role (Costamagna) to maintain independent oversight; NCGSR to revisit committee composition post-Annual Meeting .
- Director stock ownership policy: 5x annual retainer; all non-employee directors in compliance as of 12/31/2024 .
Fixed Compensation
| Component | Structure (Directors) | 2024 Value for Costamagna |
|---|---|---|
| Annual cash retainer | $50,000 (cash or DSUs) | Included in $57,500 cash/fees total |
| Committee chair fees | Audit $10,000; Compensation $7,500; NCGSR $5,000 (cash or DSUs) | Included in $57,500 cash/fees total |
| Annual equity grant | $250,000 (restricted stock for U.S.; RSUs for non-U.S.; 1-year vest unless accelerated) | $249,862 grant-date fair value |
| Meeting fees | None | None paid |
| Total (2024) | Cash/fees + stock awards | $307,362 total; $57,500 cash/fees; $249,862 stock awards |
Key terms:
- Vesting: Annual director equity vests fully on first anniversary; acceleration on death, Disability, certain change-in-control separations, failure to renominate, or failure to be re‑elected (subject to “Cause” carve-outs) .
- Funding fallback: If shares unavailable under plan, awards paid in cash subject to deferred payment/vesting terms; cash accrues interest at 6% per annum .
- Annual director compensation cap: $750,000 (cash + equity) per non-employee director, with limited exceptions for non-executive Chair or extraordinary circumstances .
Performance Compensation
| Metric/Feature | Director Application | Details |
|---|---|---|
| Performance metrics (e.g., Adjusted EPS/EBITDA, TSR) | Not applicable to non-employee directors | Director equity is time-based RS/RSUs; no director performance metrics disclosed |
| Clawback/Recoupment | Company has NYSE-compliant compensation recoupment policy | Applies to incentive-based compensation for covered officers; directors are subject to insider trading, anti-hedging/pledging policies |
No performance-conditioned director awards are disclosed; equity grants are service-based with defined acceleration protections .
Other Directorships & Interlocks
| Company | Relationship to FCN | Potential Interlock/Conflict Notes |
|---|---|---|
| CC e Soci S.r.l.; CC Holdings S.r.l. | Outside roles | Financial advisory firm; no FCN related-party transactions disclosed |
| Ferragamo Finanziaria; Finavedi; Italiana Petroli; Salini Costruttori; Unopiu | Outside roles | Non-public Italian entities; no FCN related-party transactions disclosed |
| Prior: REVO S.p.A; Cassa Depositi e Prestiti; Advanced Accelerator Applications S.A. | Prior roles | Historical foreign public directorships; no current FCN conflicts disclosed |
The proxy’s independence review discussed client relationships of other directors (Seeger/Steigerwalt/Bacon) and concluded independence; no such related-party engagements are noted for Costamagna .
Expertise & Qualifications
- Deep financial sector background: corporate finance, investment banking, M&A, private equity; global corporate management experience .
- Board leadership experience across public and private companies .
- Governance leadership: prior Compensation Committee Chair; current NCGSR Chair; appointed Lead Independent Director with broad, codified responsibilities .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares owned (beneficial) | 32,553 | As of record date (03/06/2025); <1% ownership |
| Unvested restricted shares/RSUs | 1,145 | Director annual grant; service-based vest |
| Deferred stock units (vested/unvested) | — / — | None disclosed for Costamagna |
| Options (exercisable/unexercisable) | — / — | None disclosed for directors |
| Ownership guideline compliance | In compliance | Directors must hold 5x retainer; compliant as of 12/31/2024 |
Governance Assessment
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Strengths:
- Elevated independent oversight through a robust LID mandate (agenda-setting, executive session leadership, shareholder engagement, ex‑officio committee presence), crucial given the combined CEO/Chair structure .
- Clear independence status with no disclosed related-party transactions; strong director ownership policy compliance enhances alignment .
- Compensation structure for directors is balanced toward equity with straightforward vesting/acceleration, avoiding meeting fees and limiting total annual director compensation; governance safeguards include no option repricing, no evergreen, and dividends only on earned awards .
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Watchpoints:
- Combined CEO/Chair heightens reliance on the LID’s effectiveness; monitoring Costamagna’s agenda control, executive session cadence, and shareholder outreach will be pivotal .
- External board roles in Italy across industrial and energy sectors warrant ongoing monitoring for any FCN engagements that could create perceived conflicts, though none are disclosed currently .
-
Signals:
- Continuity of governance leadership (NCGSR Chair → LID; prior Compensation Chair) supports board effectiveness and succession oversight; investor support for executive pay (≈99% say-on-pay in 2024) suggests confidence in compensation governance during his committee leadership tenure .