Curtis Lu
FTI CONSULTINGAbout Curtis Lu
Curtis P. Lu, age 59, has served as General Counsel of FTI Consulting since June 2015; he previously was General Counsel at LightSquared (2010–2015) and a litigation partner at Latham & Watkins LLP . In 2024, company performance metrics used for pay included Adjusted EBITDA of $403.7M (91.2% of target $442.6M) and Adjusted EPS of $7.99 (98.4% of target $8.12) . For the 2022–2024 LTIP cycle, Relative TSR measured at the 66th percentile led to a 132% payout for other NEOs; Mr. Lu received 3,473 shares on certification in February 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FTI Consulting | General Counsel | 2015–present | Led oversight of litigation/claims and regulatory risk, strengthened conflicts processes/training, managed global insurance, and partnered on cybersecurity risk reporting to Board . |
| LightSquared, Inc. | General Counsel | 2010–2015 | Led legal function at a wireless internet services company . |
| Latham & Watkins LLP | Litigation Partner | Prior to 2010 | Led complex litigation as a partner at a global law firm . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 671,539 | 700,000 | 700,000 |
| AIP Target (% of base) | 100% (other NEOs) | 100% (other NEOs) | 125% (other NEOs) |
| AIP Target ($) | 671,539 | 700,000 | 875,000 |
| Actual AIP Paid ($) | 816,550 | 886,654 | 872,142 |
| LTIP Target (% of base) | 100% (other NEOs) | 100% (other NEOs) | 125% (other NEOs) |
Notes:
- 2024 AIP and LTIP target opportunities for other NEOs (including GC) increased from 1.0x to 1.25x base salary .
Performance Compensation
2024 Annual Incentive Pay (AIP) Design and Outcome
| Metric | Weight (Other NEOs) | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 33.3% | $354.0M | $442.6M | $531.1M | $403.7M | 91.2% of target metric; used in payout |
| Adjusted EPS | 33.3% | $6.50 | $8.12 | $9.74 | $7.99 | 98.4% of target metric; used in payout |
| Individual Performance (GC) | 33.4% | 50% of target | 100% of target | 150% of target | 125% of target (GC) | 125% for GC; others at 100% |
| Total AIP ($) – Lu | — | — | — | — | — | $872,142 (100% of target) |
- Committee further adjusted Adjusted EBITDA metric for AIP to exclude a presentation change in interest income on forgivable loans; no further adjustment to Adjusted EPS .
2024 Long-Term Incentive Pay (LTIP) – Grants and Structure
| Element | Weight | Grant Date | Shares (Lu) | Grant-date fair value ($) | Performance/vesting |
|---|---|---|---|---|---|
| Performance RSUs (Relative TSR vs adjusted S&P 500) | 60% | Mar 6, 2024 | Threshold 1,279; Target 2,559; Max 3,839 | Threshold 262,500; Target 525,000; Max 787,500 | 3-year performance period (2024–2026); target at 50th percentile, max at 75th percentile for other NEOs; payouts capped at 100% if TSR is negative . |
| Time-based RSAs | 40% | Mar 6, 2024 | 1,694 | 350,000 | 3-year pro rata vesting . |
Performance of 2022 LTIP (Measured through Dec 31, 2024)
| Cycle | Relative TSR Percentile | Payout vs Target | Shares Issued (Lu) |
|---|---|---|---|
| 2022–2024 | 66th percentile | 132% (other NEOs) | 3,473 (certified Feb 17, 2025) |
Multi-year Summary Compensation (SEC SCT)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 671,539 | 699,909 | 816,550 | 15,372 | 2,203,370 |
| 2023 | 700,000 | 699,873 | 886,654 | 16,632 | 2,303,159 |
| 2024 | 700,000 | 874,811 | 872,142 | 17,388 | 2,464,341 |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Dec 31, 2024)
| Item | Amount |
|---|---|
| Common shares owned (Lu) | 28,914 |
| Unvested restricted shares | 4,865 |
| Stock options held (total) | 13,663 |
| Total beneficial (SEC definition) | 47,442; less than 1% of outstanding |
| Unvested RSAs outstanding detail | 641 (2022 LTIP) ; 1,033 (award shown) ; 1,694 (2024 LTIP) |
| Unearned Performance RSUs at 12/31/24 | 2,627 (2022 cycle) ; 1,992 (2023 cycle) ; 2,559 (2024 cycle – target) |
| Options exercisable | 4,953 @ $34.33 exp. 3/1/2026 |
| Options exercisable | 8,710 @ $40.36 exp. 3/6/2027 |
- Executive officer stock ownership policy: 3.0x base salary for other NEOs; all NEOs met requirement as of record date; sales restricted if below threshold .
- Anti-hedging and pledging: Company policy prohibits hedging, pledging, short sales, margin purchases, and derivatives on Company stock .
- No pledged shares were disclosed in the beneficial ownership table (except as otherwise indicated; none for Lu) .
Employment Terms
- Employment form: At-will under Officer Employment Letter; covers base salary, bonus opportunities, severance protections .
- Start date/tenure: Joined FTI Consulting as General Counsel in June 2015; Officer since 2015 .
- Restrictive covenants: Non-solicit of clients/employees for 12 months post-termination; confidentiality obligations continue .
- Change-in-control protection: Benefits apply upon qualifying termination within 18 months following a change in control (double-trigger), subject to release .
Modeled Termination and CIC Economics (Lu; as disclosed)
| Scenario | AIP Proration – Financial Metrics | AIP Proration – Prior-year Individual | Equity Awards | LTIP Performance Units | Severance Payment | Health/Welfare | Total ($) |
|---|---|---|---|---|---|---|---|
| Without Cause / Good Reason | 507,559 | 350,000 | 2,733,563 | — | 700,000 | 8,057 | 4,299,179 |
| CIC + Qualifying Termination | 507,559 | 350,000 | 2,733,563 | 1,533,627 | 1,575,000 | 8,057 | 6,707,806 |
| Death/Disability | 507,559 | 350,000 | 2,733,563 | 1,533,627 | — | 8,057 | 5,132,806 |
- Clawback: NYSE-compliant recoupment policy covering incentive pay received on/after Oct 2, 2023, for restatements; applies to CEO and covered officers .
Performance & Track Record
- 2024 results used for pay: Adjusted EBITDA $403.7M (91.2% of target); Adjusted EPS $7.99 (98.4% of target) .
- Firm reported record revenues in 2024; revenue mix by segment: Corporate Finance & Restructuring 38%, Economic Consulting 23%, Forensic & Litigation 19%, Technology 11%, Strategic Communications 9% .
- LTIP (2022–2024) Relative TSR at 66th percentile; other NEOs paid at 132%; Lu received 3,473 shares .
- 2024 individual performance (Lu): Oversaw litigation/claims, regulatory risk, conflicts process/training, Code of Ethics training, insurance program, and cybersecurity/reputation risk reporting; led global pro bono program (~$12.7M in 2024) .
Insider Activity (last 24 months; indicative of potential selling pressure/vesting)
| Date (filed) | Nature | Shares | Notes/Source |
|---|---|---|---|
| Feb 21, 2024 | Acquisition (non-open market) tied to Performance-Based RSUs | Noted in filing | https://ir.fticonsulting.com/static-files/b22882a1-f505-411b-803f-48011ab2b868 |
| Feb 19, 2025 | Acquisition/disposition pursuant to plan; performance RSU related | Noted in filing | https://ir.fticonsulting.com/static-files/8d2f5c50-aa15-4883-a345-420e3ad100d6 and https://www.streetinsider.com/SEC+Filings/Form+4+FTI+CONSULTING%2C+INC+For%3A+Feb+19+Filed+by%3A+Lu+Curtis+P/22812833.html |
| Mar 11, 2025 (for Mar 8, 2025 events) | Statement of changes in beneficial ownership | Noted in filing | https://ir.fticonsulting.com/sec-filings/sec-filing/4/0000887936-25-000049 |
| Jun 9, 2025 | Open-market sale | 4,953 | Sale equals one vested 2016 option lot (4,953 @ $34.33; exp. 3/1/2026) ; Form 4 summary: https://www.streetinsider.com/SEC+Filings/Form+4+FTI+CONSULTING%2C+INC+For%3A+Jun+09+Filed+by%3A+Lu+Curtis+P/24920624.html |
- Pattern suggests award-related acquisitions around certification/vesting dates and a notable sale of 4,953 shares in June 2025 likely tied to option exercise/monetization; continue monitoring for additional sales near vesting windows.
- Organizational context: CFO resignation and interim appointment (Sept 2025) signed by Lu as GC; highlights leadership transition period but no change disclosed to Lu’s compensation .
Investment Implications
- Pay-for-performance alignment is strong: two-thirds of LTIP in performance RSUs (Relative TSR), 66.6% of AIP tied to financial metrics; GC received 100% of target AIP in 2024 with above-target individual component (125%) .
- Retention risk moderated by meaningful unvested RSAs/PSUs, option value and strict ownership/anti-pledging rules; Lu meets 3x salary ownership guideline; no pledging disclosed .
- Change-in-control economics are sizable (CIC total ~$6.71M including equity acceleration), with double-trigger protection; regular severance modeled at ~$4.30M, supporting stability but potentially increasing termination costs .
- Insider activity shows one identifiable sale (4,953 shares) in June 2025 consistent with option monetization; not indicative of sustained selling pressure yet; monitor subsequent filings for trend shifts .
- Governance reception is favorable (≈99% Say-on-Pay support in 2024), reducing external compensation risk; continued bi-annual benchmarking mitigates market pay drift .