Curtis Lu

About 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 .