Nicholas Fanandakis
FTI CONSULTINGAbout Nicholas C. Fanandakis
Independent director of FTI Consulting since 2014 (age 68), and current Chair of the Audit Committee. He is the former Executive Vice President and Chief Financial Officer of DuPont (2009–2019) and served as Senior Advisor to DuPont’s CEO in 2020. His background spans corporate finance, tax, M&A, banking, risk management, and cybersecurity oversight (CERT Certificate, Carnegie Mellon, 2023). The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont de Nemours, Inc. | Executive Vice President & Chief Financial Officer | 2009–2019 | Led major portfolio transformations through Dow/DuPont merger and separations |
| DuPont de Nemours, Inc. | Senior Advisor to CEO | Feb–Dec 2020 | Advisory role post-retirement |
| DuPont Applied BioSciences | Group Vice President | 2008–2009 | Business leadership |
| DuPont Chemical Solutions Enterprise | Vice President & General Manager | 2003–2007 | Business P&L leadership |
| DuPont Corporate Plans | Vice President | 2007 | Corporate planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corp. | Director | Current | Audit Committee; Finance & Risk Management Committee member |
| ITT Inc. | Director | Prior | Audit Committee; Compensation & Personnel Committee member (past) |
Board Governance
- Committee leadership: Audit Committee Chair; members include Bartlett, Boglioli, Holthaus, Robinson .
- Independence: Board determined he is independent; all Audit and Compensation members meet heightened independence standards .
- Attendance: In 2024, each director attended 75%+ of aggregate Board/Committee meetings; Board (11), Audit (5), Compensation (6), NCGSR (6) .
- Audit remit includes financial reporting, internal controls (SOX 404), disclosure controls, earnings releases, insider transactions, and cybersecurity risk oversight .
| Governance Item | Detail |
|---|---|
| Director Since | 2014 |
| Independence | Independent under NYSE/Company standards |
| Committee Roles | Audit Committee Chair |
| 2024 Meetings Held (Board/Committees) | Board 11; Audit 5; Compensation 6; NCGSR 6 |
| Attendance Threshold | ≥75% of aggregate meetings for each director in 2024 |
Fixed Compensation
| Component | Policy Value | 2024 Amount for Fanandakis |
|---|---|---|
| Annual Cash Retainer | $50,000 (cash or DSUs) | $50,000 |
| Audit Committee Chair Fee | $10,000 (cash or DSUs) | $10,000 |
| Meeting Fees | None | $0 |
| Annual Equity Award | $250,000 (restricted stock/RSUs/DSUs) | $249,862 |
| Total 2024 Director Pay | — | $309,862 |
Notes:
- U.S. directors may defer cash retainer/chair fees into DSUs (vest on grant); equity grants generally vest on first anniversary unless accelerated per plan terms .
Performance Compensation
Directors do not have performance-based pay; equity awards are time-based with defined vesting/acceleration conditions.
| Metric | Target/Definition | Notes |
|---|---|---|
| Performance-based metrics | None | Non-employee director program uses time-based equity; no TSR/financial performance conditions disclosed |
| Vesting (equity) | RS/RSUs vest on first anniversary | Accelerates upon death, disability, certain change-in-control/separation scenarios |
| DSUs on deferral | DSUs vest on grant date | Payable per 409A-compliant events/elections |
Other Directorships & Interlocks
| Company | Relationship to FCN | Potential Interlock Risk |
|---|---|---|
| Duke Energy Corp. | Unrelated client relationship disclosed for some directors; none noted for Duke Energy | No FCN disclosure of engagements with Duke Energy; Board affirmed independence |
| ITT Inc. (past) | None | Not applicable (past role) |
Expertise & Qualifications
- Finance, accounting, corporate reporting, tax, M&A, banking, risk management; former Fortune 500 CFO .
- Cyber oversight credential (CERT Certificate in Cybersecurity Oversight, 2023) .
- Board-level governance and public company committee experience (Audit/Finance) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Common shares owned (beneficial) | 10,642 |
| Vested deferred stock units (DSUs) | 2,821 (excluded from beneficial count due to >60 days rule) |
| Unvested DSUs/RSUs | 1,145 |
| Ownership as % of shares outstanding | <1% |
| Shares pledged as collateral | None (no pledging disclosed for listed beneficial owners) |
| Director stock ownership guideline | 5x annual retainer; 3 years to comply; counts RS/RSUs/DSUs towards compliance |
| Compliance status (as of 12/31/2024) | All non-employee directors were in compliance |
Insider Trades
| Year | Section 16 Compliance | Notes |
|---|---|---|
| 2024 | Timely filings (no delinquent reports disclosed for Mr. Fanandakis) | Late reports noted for two others (Boglioli, Linton) due to administrative error; none for Fanandakis |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep CFO experience; Audit Chair overseeing financial reporting, internal controls, and cybersecurity risk—a core role for investor confidence .
- Strong alignment through equity awards and compliance with stringent 5x retainer stock ownership guideline; no pledging disclosed .
- Active on Board with ≥75% attendance threshold; Board committees fully independent; majority independent board .
-
Watchpoints / Red flags:
- Workload concentration as Audit Chair during a period of increased cyber and control oversight demands; monitor time commitments as external board service continues at Duke Energy .
- Board leadership transition (CEO to Chair and Lead Independent Director added) places added importance on strong committee oversight; however, governance practices (executive sessions, independent committees, empowered Lead Independent Director) mitigate risks .
-
Shareholder signals:
- FCN’s 2024 say-on-pay vote for executives received ~99% approval, indicating broad shareholder support for compensation governance; while not director pay, it reflects overall governance confidence .
Overall, Fanandakis presents a strong governance profile: independent, financially sophisticated Audit Chair with meaningful ownership and clean Section 16 record. No related-party transactions or pledging are disclosed for him; continued vigilance on audit oversight and cyber risk is appropriate given his remit .