Matthew Pachman

About Matthew Pachman

Matthew Pachman is Vice President – Chief Risk and Compliance Officer (CRCO) at FTI Consulting (FCN), an executive officer since 2012 and serving as CRCO since June 2016 after roles as Chief Ethics & Compliance Officer (July 2012–June 2016) and assuming risk officer duties in February 2015; he is age 60 . As CRCO, he reports to the General Counsel and leads the company’s enterprise risk management and compliance programs, with primary responsibility for communicating with the Audit Committee on risk and coordinating across internal audit, IT/cybersecurity, and business leaders . FCN’s recent performance context for compensation and incentives: five‑year pay‑versus‑performance disclosure shows cumulative TSR value of $100 rising to $172.72 in 2024, net income of $280.1M in 2024, and Adjusted EPS of $7.99 in 2024 .

Company performance (context for incentive plans):

Metric	2020	2021	2022	2023	2024
Value of $100 in FCN TSR ($)	100.96	138.64	143.50	179.97	172.72
Peer Group TSR ($)	121.91	162.44	137.76	160.36	199.53
Net Income ($000)	210,682	234,966	235,500	274,892	280,088
Adjusted EPS ($)	5.99	6.76	6.77	7.71	7.99

Past Roles

Organization	Role	Years	Strategic impact
Altegrity Risk International, Inc.	Built and led compliance programs	Not disclosed	Established enterprise compliance capabilities at a global risk consulting/information services firm
Federal Home Loan Mortgage Corporation (Freddie Mac)	Built and led compliance programs	Not disclosed	Led compliance at a major GSE in the secondary mortgage market
MCI Communications Corp.	Built and led compliance programs	Not disclosed	Led compliance within a large telecommunications company

Fixed Compensation

Mr. Pachman is not listed among FCN’s named executive officers (NEOs) in the Summary Compensation Table, so his individual base salary, target bonus, and actual bonus are not disclosed in the proxy .

Performance Compensation

Company program design (used for NEOs; applicability to CRCO not disclosed):

Element	Metric/Design	Weighting/Opportunity	Payout/Notes
Annual Incentive Plan (AIP) – other NEOs	Adjusted EPS; Adjusted EBITDA; Individual performance	33.33%; 33.33%; 33.34% of AIP target opportunity	2024 AIP outcomes for other NEOs ranged ~90–100% of target (e.g., CFO/CSTO 91%)
Long-Term Incentive (LTIP) – other NEOs	Performance RSUs (Relative TSR vs adjusted S&P 500) and time-based RSAs	60% Performance RSUs; 40% time-based RSAs at target	Relative TSR targets at 50th percentile (target) and 75th (max); capped at 100% if Company TSR is negative
Company pay practices	Pay-for-performance emphasis and ownership	~71.4% of other NEO target comp at-risk (2024)	Anti-hedging/pledging; NYSE-compliant clawback policy in place

Notes:

FCN identifies Adjusted EPS, Adjusted EBITDA, and TSR as the most important performance measures linking compensation to outcomes .
The proxy does not specifically disclose Mr. Pachman’s individual performance metrics or target opportunities (not an NEO) .

Equity Ownership & Alignment

Ownership and policies relevant to alignment:

Item	Disclosure
Shares outstanding (Record Date)	35,380,246 common shares
Directors and executive officers as a group (17 persons)	634,767 shares (1.79%) beneficially owned
Anti-hedging/derivatives and pledging	Prohibited for officers/directors/employees under FCN Insider Trading Policy; also prohibits short-selling and margin purchases
Clawback policy	NYSE-compliant recoupment of incentive comp after a required restatement, for awards received on/after Oct 2, 2023 within the 3 completed fiscal years preceding the restatement trigger
10b5‑1 trading plans (latest quarter)	No director or Section 16 officer adopted or terminated any Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangement in Q3 2025
Stock ownership guidelines (context)	CEO 7x salary; other NEOs 3x salary (2024 framework). Applicability to CRCO not disclosed

Insider transactions and vesting indicators for Mr. Pachman:

Date (Form 4 filing)	Event	Notes
Mar 7, 2025 (filed)	New RSU grant with stated vesting cadence	Disclosed vesting schedule includes “50% on the first anniversary …” per Form 4 narrative
Mar 10, 2025 (filed; transaction date Mar 6, 2025)	RSU vesting and tax withholding	Shares withheld to cover taxes on RSU vesting; non‑open market withholding per Form 4

Beneficial ownership line items in the proxy enumerate NEOs and directors; Mr. Pachman is not individually listed, so his precise share count is not disclosed there .

Employment Terms

Provision	Mr. Pachman (CRCO)	Context for other FCN officers (as disclosed)
Employment agreement/letter	Not specifically disclosed for CRCO in 2025/2024 proxies	Officer Employment Letters disclosed for CFO, CSTO, GC, CHRO (at‑will with severance protections)
Severance (termination w/o Cause or for Good Reason)	Not disclosed	1.0x base salary continuation for 12 months; within 18 months post‑Change‑in‑Control: 1.0x (12 months base salary + target bonus)
AIP upon termination	Not disclosed	Pro‑rata AIP: (i) financial metrics based on actual outcomes, and (ii) individual component based on prior year’s individual award
Change‑in‑control equity	Not disclosed	No single‑trigger; double‑trigger acceleration within two years post‑CIC if involuntary termination or Good Reason
Clawback/insider policy	Companywide policies apply (see Equity Ownership & Alignment)	Companywide policies (anti‑hedging/pledging; clawback)

Additional Governance/Responsibilities Context

Risk oversight structure: The Audit Committee has overall risk oversight; the CRCO is management’s primary liaison to the committee, coordinating ERM, cybersecurity, and compliance risk reporting and mitigation efforts .
Communications channel: The CRCO is listed as the contact for Board communications via phone, mail, or email, and is a designated recipient of reports from the FTI Integrity Hotline for routing and investigation .

Investment Implications

Transparency and pay-for-performance linkage: Because Mr. Pachman is not an NEO in FCN’s Summary Compensation Table, his specific pay mix, targets, and realized pay are not disclosed; investors should evaluate overall program rigor (Adjusted EPS/Adjusted EBITDA/Relative TSR focus, clawback, anti‑hedging/pledging) as proxies for alignment at the officer level .
Trading/vesting watch points: Form 4s show RSU grant/vesting activity with a vesting cadence that includes a 50% tranche on the first anniversary and tax-share withholding around early March; monitoring recurring vest windows can inform expected withholding-related prints (non‑open market) but does not necessarily imply discretionary selling .
Retention risk and CIC economics: Specific CRCO severance/CIC terms are not disclosed; by contrast, CFO/CSTO/GC/CHRO have defined severance and CIC protections (1.0x base, or 1.0x base+target bonus in the 18‑month CIC window), and equity awards use double‑trigger acceleration—useful comp benchmarks but not confirmed for CRCO .
Governance safeguards: Robust anti‑hedging/pledging policy and a compliant clawback reduce misalignment/hedging risk and support pay integrity across senior officers, including the CRCO .