Janet Zelenka
FTI CONSULTINGAbout Janet H. Zelenka
Independent director at FTI Consulting (FCN) since March 2025; age 66. Former EVP, CFO and CIO of Stericycle (2019–2024), previously held CFO/CIO and other senior roles at Essendant (2003–2019), and served as CFO of SBC Ameritech (now AT&T) from 1997–1999. Brings deep expertise in corporate finance, accounting, M&A, IT and cybersecurity, and has served as audit committee chair on multiple private company boards; currently independent and not yet assigned to FCN board committees pending post-annual meeting reconstitution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stericycle, Inc. | Executive Vice President, Chief Financial Officer & Chief Information Officer | 2019–2024 (retired following WM acquisition in Nov 2024) | Oversaw finance, technology and business integration; governance, ERM, internal control design and oversight |
| Essendant Inc. | Senior Vice President, CFO & CIO; Senior Vice President & CIO; various leadership roles | CFO/CIO Apr 2017–Mar 2019; CIO 2015–2017; employed 2003–2019 | Led finance, technology, business integration; prior roles in finance/pricing/internal audit |
| SBC Ameritech (now AT&T) | Chief Financial Officer (Ameritech) | 1997–1999 | IT, financial and operational leadership |
External Roles
| Organization | Role | Tenure (if disclosed) | Committees |
|---|---|---|---|
| IDEAL Industries | Director | Not disclosed | Audit Committee Chair; Compensation Committee member |
| U.S. Venture (U.S. Venture Holdings, Inc.) | Director | Not disclosed | Audit Committee Chair; Compensation Committee member |
Board Governance
- Independence: Independent director nominee; elected March 2025 .
- Committee assignments: Not yet appointed; NCGSR will reconsider committee composition immediately following the June 4, 2025 annual meeting .
- Attendance: FCN policy expects 100% attendance unless excused; in 2024, each director attended ≥75% of board/committee meetings; meetings held—Board: 11; Audit: 5; Compensation: 6; NCGSR: 6. Zelenka was appointed in 2025, so 2024 attendance is not applicable .
- Executive sessions: Independent directors meet in closed sessions regularly; chaired by non-executive chair (transitioning to empowered Lead Independent Director) .
- Ownership policy: Directors must own FCN stock equal to 5x annual retainer within three years of first director compensation payment; all non-employee directors in office as of Dec 31, 2024 were in compliance; Zelenka will be subject to the same policy and measurement methodology (includes RS/RSUs/DSUs; excludes options; valued on 90-day average price) .
Fixed Compensation
| Element | Amount (USD) | Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | Cash or DSUs; payable at each annual meeting date | New non-employee directors receive a prorated retainer upon election (Zelenka eligible as of March 2025) |
| Annual equity award | $250,000 | Restricted stock (U.S.) or RSUs (non-U.S.); vests in full on first anniversary unless accelerated | New non-employee directors receive a prorated equity award upon election (Zelenka eligible as of March 2025) |
| Committee chair fees | Audit Chair: $10,000; Compensation Chair: $7,500; NCGSR Chair: $5,000 | Cash or DSUs; prorated if appointed mid-cycle | Zelenka not yet assigned to committees; fees contingent on chair roles |
| Non-executive Chairman fee | $200,000 | Cash or DSUs; payable at annual meeting | Not applicable to Zelenka |
| Meeting fees | None | FCN does not pay meeting attendance fees | Applies to all non-employee directors |
Additional terms: Directors may elect to defer retainer and/or equity into DSUs/DRSUs; DSUs vest at grant; DRSUs vest at one year; settlement upon earliest of separation, elected payment date, or other Code Section 409A-permissible events .
Performance Compensation
| Feature | Details |
|---|---|
| Performance-based metrics for director pay | None disclosed; director equity awards are time-based vesting (first anniversary), with acceleration upon death, disability, certain change-in-control separations within one year, failure to renominate or failure to be elected (excluding “Cause”) |
FCN did not grant options to non-employee directors in 2024; all option award values were $0 in the director summary compensation table . No director received perquisites >$10,000 in 2024 .
Other Directorships & Interlocks
| Interlock/Relationship | Status |
|---|---|
| Compensation Committee interlocks (company-wide, 2024) | None—no director serving on FCN’s Compensation Committee served as an officer or employee; no FCN executive officer served on the board/comp committee of any company with a reciprocal interlock |
Expertise & Qualifications
- Financially literate former CFO; CIO background with cybersecurity oversight; experience in corporate finance, accounting, M&A, IT, governance and corporate ethics .
- Audit committee chair experience across private boards; familiarity with audit oversight and controls .
- Board skills matrix tags her with leadership, financial literacy, cybersecurity, independence .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Vested DSUs | Unvested DSUs | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Janet H. Zelenka (Record Date: Mar 6, 2025) | — | — | — | — | <1% |
Director equity ownership policy requires 5x annual retainer; includes RS/RSUs/DSUs whether or not vested; excludes options; valued at 90-day average closing price; three-year compliance window for new directors .
Governance Assessment
- Strengths: Independent status; deep CFO/CIO and audit committee chair experience strengthens financial oversight and cybersecurity governance; board refreshment process identified Zelenka via independent search (Russell Reynolds), signaling structured board renewal .
- Alignment: Subject to a robust director stock ownership policy (5x retainer; three-year timeline), with flexible deferral features that encourage equity accumulation; all directors in office as of 2024 met policy—Zelenka will be tested under the same framework going forward .
- Committee impact (watch item): Not yet assigned to committees; NCGSR will rebalance committees post-annual meeting; her audit chair background suggests fit for Audit, but final assignment pending .
- Conflicts/related-party exposure: Company discloses a formal process and Audit Committee review/approval for related-party transactions; the March 2025 8-K states Zelenka has no reportable Item 404(a) transactions, no family relationships, and no selection arrangements—reducing conflict risk .
- RED FLAGS: None disclosed. Monitoring points include initial lack of reported beneficial ownership as of the March 2025 record date (expected early in tenure) and pending committee assignments; no evidence of pledging, hedging, tax gross-ups, or option repricing in director compensation .