Holly Paul

About Holly Paul

Holly Paul is Chief Human Resources Officer at FTI Consulting (FCN), serving as an executive officer since August 2014 and age 54, with prior senior roles at Vocus and 18 years at PwC leading talent acquisition initiatives . Her 2024 annual incentive plan (AIP) was tied to Adjusted EBITDA and Adjusted EPS; the Compensation Committee certified results of $403.7M Adjusted EBITDA (91.2% of target) and $7.99 Adjusted EPS (98.4% of target), leading to a 91% of target payout for Ms. Paul ($639,380) . Long-term equity uses Relative TSR PSUs; the 2022 LTIP (measurement 1/1/2022–12/31/2024) paid at 132% of target for other NEOs, with Ms. Paul receiving 3,473 shares upon certification in February 2025 . She beneficially owns 21,865 shares (<1% of outstanding), met FCN’s 3.0x salary ownership guideline for NEOs in 2024, and is subject to anti-hedging and anti-pledging policies .

Past Roles

Fixed Compensation

Performance Compensation

2024 Annual Incentive Plan (AIP) — design and outcomes (CHRO/other NEOs)

2024 Long-Term Incentive Plan (LTIP) — grant structure

Prior LTIP performance realization

Equity Ownership & Alignment

Employment Terms

Additional terms and protections:

• Change-in-control equity vesting requires a double trigger; no single-trigger acceleration for awards granted on/after June 3, 2015 .
• Officer Employment Letters (incl. CHRO) provide at-will employment with severance on qualifying terminations (including within 18 months post-CIC), non-solicit for 12 months post-employment, and confidentiality covenants . 2019 amendments added severance and provide that NEOs agree not to compete, not to solicit employees/clients, and not to use or disclose proprietary information, aligning with market practices .

Performance & Track Record (selected 2024 accomplishments)

• Culture and engagement: Delivered leadership programs, 11th FTI Awards, ~6,500 volunteer hours, overall job satisfaction 79% .
• Talent acquisition and succession: Led exec and segment/region succession planning; 90% experienced hire acceptance; 81% early talent acceptance; 54% increase in applications; multiple Great Place to Work certifications globally .
• Inclusion and development: Expanded inclusion initiatives and benefits branding; reimagined Global New Hire Orientation; 1,500+ promotions; ~1,300 engaged in leadership training .

Compensation Structure Analysis

• AIP construct emphasizes financial accountability (Adjusted EBITDA and EPS) and individual performance with equal weighting across components for other NEOs (including CHRO) . 2024 results produced a 91% of target payout for Ms. Paul ($639,380), reflecting below-target EBITDA and near-target EPS outcomes .
• LTIP mix skews to performance with 60% PSUs based on three-year Relative TSR and 40% time-based RSAs, aligning pay with shareholder returns and retention via pro rata three-year vesting .
• In 2024, Ms. Paul reduced to 80% work schedule, and all compensation (salary, AIP, LTIP) was pro-rated accordingly, lowering cash and equity grant levels versus 2023 .
• Governance and risk controls include a strict anti-hedging/pledging policy, a clawback policy, and double-trigger CIC equity vesting, supporting shareholder-friendly practices; 2024 say-on-pay support was ~99% for prior-year NEO pay .

Equity Vesting Schedules and Insider Selling Pressure

• Time-based RSAs vest pro rata annually over three years beginning on the first anniversary of the grant (e.g., 2024 RSAs granted Mar 6, 2024 vest over three years), creating predictable scheduled vesting events .
• Performance RSUs (2024 grant) cliff-vest based on three-year Relative TSR performance ending 12/31/2026, with potential outcomes from 50% to 150% of target (for Ms. Paul: 1,023–3,071 units) .
• 2024 realized vesting included 5,625 stock awards for Ms. Paul ($1,102,337 value), evidencing ongoing equity conversions that can create modest periodic selling pressure for tax/cash purposes; pledging and hedging are prohibited .

Equity Ownership & Beneficial Alignment — Detailed Table

Employment Terms — Additional Details

• Severance construct for CFO, CSTO, GC, CHRO: 1x base salary continuation on termination without cause or for good reason; increased to 1x (12 months base salary + target bonus) if terminated within 18 months post-CIC, plus prorated AIP and equity treatment per plan rules, subject to release .
• Double-trigger equity vesting post-CIC within two years upon qualifying termination .
• Non-solicit (12 months) and confidentiality covenants apply; insider trading policy governs trading and prohibits pledging, shorting, and derivative hedges .

Investment Implications

• Pay-for-performance alignment: Ms. Paul’s AIP tied to EBITDA/EPS (91% payout in 2024) and majority of LTIP in Relative TSR PSUs supports linkage to operating performance and shareholder returns .
• Retention and overhang: Three-year pro rata RSA vesting and three-year PSU cycles create steady retention hooks; 2024 pro-rated compensation reflects 80% schedule, which reduces future severance base and grant sizes, modestly lowering overhang risk versus full-time peers .
• Alignment/insider risk: Ownership guideline compliance, anti-hedging/pledging policy, and clawback materially mitigate misalignment and trading risk signals; no pledging permitted .
• Change-in-control economics: Double-trigger vesting and severance amounts ($1.26M severance plus equity accelerations and prorated AIP under CIC termination) appear reasonable vs market, reducing windfall risk while providing retention through potential transactions .
• Governance sentiment: Say-on-pay support of ~99% underscores broad shareholder approval of the compensation framework informing Ms. Paul’s pay design .