Mark Bartlett
FTI CONSULTINGAbout Mark S. Bartlett
Independent Director at FTI Consulting (FCN) since 2015; age 74 as of March 6, 2025. Retired Ernst & Young LLP partner (1972–2012), including Managing Partner of the Baltimore office and Senior Client Service Partner for the Mid-Atlantic; Certified Public Accountant. Brings deep accounting, SEC rules, professional services, risk management and M&A perspectives; serves as an Audit Chair on multiple public company boards, evidencing strong financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Managing Partner (Baltimore); Senior Client Service Partner (Mid-Atlantic) | 1972–2012 | Extensive audit/financial reporting leadership; SEC rules exposure |
External Roles
| Organization | Role | Committees |
|---|---|---|
| T. Rowe Price Group, Inc. | Director | Chair of Audit Committee; Member of Executive Compensation & Management Development Committee |
| WillScot Mobile Mini Holdings Corp. | Director | Chair of Audit Committee; Member of Compensation Committee |
| Zurn Elkay Water Solutions Corporation | Director | Lead Independent Director; Member of Audit Committee; Member of Executive Committee |
Board Governance
- Committee assignments: Audit Committee member; committee currently consists of five independent directors (Chair: Nicholas C. Fanandakis; members: Bartlett, Boglioli, Holthaus, Robinson) .
- Independence and expertise: Board determined all Audit Committee members are independent under NYSE/SEC rules; Bartlett qualifies as an “audit committee financial expert.” Board also determined Bartlett’s simultaneous service on three other public company audit committees does not impair his effectiveness on FCN’s Audit Committee .
- Attendance: Each director attended ≥75% of aggregate Board and applicable committee meetings during 2024; Board held 11 meetings; Audit 5; Compensation 6; NCGSR 6; all directors then serving attended the 2024 annual meeting. Independent directors meet in executive session periodically .
- Ownership policy: Directors required to own FCN stock valued at 5x the base annual retainer; all non-employee directors in office were compliant as of Dec 31, 2024 .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | 50,000 | 50,000 |
| Committee Chair Fees (if applicable) | — (not a chair at FCN) | — (not a chair at FCN) |
| Stock Awards (Grant-date Fair Value) | 249,825 | 249,862 |
| Option Awards | — (none) | — (none) |
| Meeting Fees | None paid (company policy) | None paid (company policy) |
| Perquisites >$10k | None | None |
| Total | 299,825 | 299,862 |
Notes:
- Director compensation structure: Annual retainer and equity award; no meeting fees; chair fees only for designated chairs (Audit $10k; Compensation $7.5k; NCGSR $5k) .
Performance Compensation
| Metric/Feature | 2023 | 2024 |
|---|---|---|
| Equity Award Type | Restricted stock (U.S. directors) unless deferred to deferred RSUs | Restricted stock (U.S. directors) unless deferred to deferred RSUs |
| Unvested Restricted Shares/RSUs (as of year-end) | 1,329 | 1,145 |
| Vesting | Annual equity awards vest in full on first anniversary of grant date (unless accelerated) | Same |
| Acceleration Triggers | Death; Disability; certain change in control; failure to renominate/elect (other than “Cause”); failure of shareholders to elect (other than “Cause”) | Same |
| Deferral Options | Directors may defer cash retainer into vested deferred stock units; may defer equity into deferred restricted stock units (vesting in one year) | Same |
No performance-based (metric-conditioned) director pay is disclosed; equity is time-based vesting and not tied to TSR/financial KPIs .
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure |
|---|---|
| T. Rowe Price Group, Inc. | Large asset manager; not identified in FCN’s 2024 related-party transactions disclosure |
| WillScot Mobile Mini Holdings Corp. | Industrial services; no FCN-related transactions disclosed |
| Zurn Elkay Water Solutions Corporation | Industrial products; no FCN-related transactions disclosed |
FCN disclosed arm’s-length consulting engagements with certain large shareholders (e.g., BlackRock; Vanguard) via standard policy oversight; no director-specific pecuniary interests were identified for such engagements .
Expertise & Qualifications
- CPA; extensive accounting/financial reporting experience; SEC rule familiarity; professional services and risk management; M&A perspective .
- “Financially literate” and designated “audit committee financial expert”; Board skills matrix flags leadership, financial literacy, services/industry, global experience, independence .
Equity Ownership
| Ownership Detail (Record Date: 2025 Proxy) | Amount | % of Shares Outstanding |
|---|---|---|
| Common Stock Beneficially Owned | 24,954 | <1% |
| Unvested RSUs/Restricted Shares Counted Toward Ownership | 1,145 | n/a |
| Vested Deferred Stock Units | — | n/a |
| Unvested Deferred Stock Units | — | n/a |
| Total Beneficial Ownership (including countable awards) | 26,099 | <1% |
| Ownership Guideline (Directors) | 5x base annual retainer; all non-employee directors compliant as of Dec 31, 2024 |
Policy considerations:
- RSUs/DSUs count toward ownership; stock options do not; limitations on selling if below guideline; annual measurement methodology specified .
Governance Assessment
- Strengths: Deep audit/financial expertise; audit financial expert designation; consistent director-level attendance policy met for 2024; strong independence framework; robust director ownership guideline (5x retainer) with confirmed compliance; clear Audit Committee remit including review/approval of insider/affiliated transactions and cybersecurity risk oversight .
- Potential risks/RED FLAGS: Simultaneous service on multiple public company Audit Committees increases time-commitment risk; however, FCN’s Board explicitly concluded it does not impair Bartlett’s effectiveness on FCN’s Audit Committee (monitoring item, not an identified red flag) . No director-specific related-party exposure disclosed; FCN’s engagements with large shareholders are arm’s-length and overseen by Audit Committee policy .
- Pay and alignment signals: Director pay mix is stable year-over-year (cash retainer constant; equity grants flat), indicating no inflationary or discretionary anomalies; equity is time-based and supports ownership alignment; no meeting fees; no perquisites >$10k .