Paul Linton

About Paul Linton

Paul Linton is Chief Strategy and Transformation Officer (CSTO) at FTI Consulting (FCN), serving as an executive officer since August 2014; he is 54 years old and previously was a Partner and Managing Director at The Boston Consulting Group (2000–2014) . Under company performance disclosures for 2024, FCN reported Adjusted EPS of $7.99 and net income of $280.1 million, and the company’s 5‑year TSR (value of a $100 investment) reached $172.72 by year-end 2024, evidencing sustained value creation through his tenure period . Linton’s remit includes driving multiyear growth agendas, cost-efficiency programs, and ESG initiatives; notably, he supported Technology segment strategy that coincided with revenue growth of 87% and Adjusted Segment EBITDA growth of 36% since 2020, and led programs to reduce SG&A and advance net-zero goals .

Past Roles

Organization	Role	Years	Strategic Impact
The Boston Consulting Group	Partner and Managing Director	2000–2014	Senior strategy consulting leadership prior to joining FTI in Aug 2014

External Roles

No current public company directorships or external roles are disclosed for Paul Linton in FCN’s proxy materials .

Fixed Compensation

Element	2024 Design	2024 Actual
Base Salary	$700,000 annual	$700,000
Annual Incentive Pay (AIP) Target	100% of base (1.25x base salary = $875,000) with metric weights: Adjusted EPS 33.3%, Adjusted EBITDA 33.3%, Individual 33.4%	$799,225 paid in cash (91% of target)

Notes: AIP financial metrics for 2024 used Adjusted EPS and Adjusted EBITDA; the Compensation Committee adjusted the Adjusted EBITDA definition for AIP purposes (exclusion of a presentation change in interest income on forgivable loans) .

Performance Compensation

AIP Structure and Outcomes (2024)

Metric	Weight	Target Framework	Actual/Payout
Adjusted EPS	33.3%	Company financial goal (non‑GAAP)	Contributed to 91% of target payout for CSTO
Adjusted EBITDA	33.3%	Company financial goal (non‑GAAP; adjusted for AIP per Appendix B)	Contributed to 91% of target payout for CSTO
Individual Performance	33.4%	CSTO annual objectives	Included in 91% of target payout for CSTO

LTIP Structure (2024 Grants)

Component	Target Opportunity	Instrument	Vesting / Performance	2024 Grant Detail
Time-Based Equity	40% of LTIP = $350,000	Restricted Stock Awards (RSA)	Three-year pro rata vesting	1,694 shares granted on 3/6/2024; grant-date fair value $349,811
Performance Equity	60% of LTIP = $525,000	Performance RSUs (PSUs)	Three-year Relative TSR (2024–2026): Threshold 25th pct, Target 50th, Max 75th; payout 50%–150% of target	2024 PSU award sized off $525k target; maximum units for 2024 LTIP: 3,839

Additional outstanding PSU cycles:

2023 LTIP PSU maximum units: 2,988 for Linton (3‑year period 2023–2025) .
Shares issued from 2022 PSU performance cycle at target: 3,473 to Linton (vested in 2024) .

Equity Ownership & Alignment

Beneficial Ownership (as of Record Date / 12-31-2024)

Holding Type	Amount
Common Stock Owned	63,041 shares
RSAs/RSUs counted as beneficial ownership	4,865 shares
Options (exercisable) counted as beneficial ownership	25,713 shares
Total Beneficial Ownership	93,619 shares; less than 1% of outstanding

Shares outstanding as of Record Date: 35,380,246 .

Outstanding Equity Awards (12-31-2024 snapshot)

Category	Detail	Value/Terms
Unvested Time-Based RSAs	641 + 1,033 + 1,694 shares = 3,368 total	Market value $122,514 + $197,437 + $323,774 at $191.13/sh
Unearned PSUs	2,627 + 1,992 + 2,559 units (across cycles)	Payout value references: $502,099 + $380,731 + $489,102 at $191.13/sh
Stock Options (Exercisable)	14,858 @ $34.33 (exp. 3/1/2026); 10,855 @ $40.36 (exp. 3/6/2027)	Legacy 2016/2017 grants; fully vested

Vesting/settlement notes:

2022 LTIP time-based RSAs fully vested on March 9, 2025 (post year-end) .
RSAs vest ratably over three years; PSUs cliff-vest based on 3‑year Relative TSR cycles .

Insider Transactions (2024 Realizations)

Transaction	Amount
Options Exercised (shares)	67,092
Value Realized on Option Exercises	$11,689,294
Stock Awards Vested (shares)	5,625
Value Realized on Stock Vesting	$1,102,337

Alignment Policies

Executive Stock Ownership Guidelines: 3.0x base salary for NEOs; all NEOs (including Linton) in compliance as of Record Date .
Anti-hedging and anti-pledging: hedging, pledging, short sales, margin purchases prohibited for officers/directors/employees .
Clawback: NYSE-compliant recoupment policy for incentive-based compensation upon accounting restatement, covering 3 completed fiscal years prior to restatement trigger (awards received on/after Oct 2, 2023) .

Employment Terms

Employment Letter and Restraints

Term	Detail
Employment Arrangement	Officer Employment Letter; at-will; sets salary, bonus opportunities, severance
Non-Compete / Non-Solicit	12-month non-solicit and related restrictions post-termination; confidentiality covenants

Termination and Change-in-Control Economics (as of 12-31-2024)

Scenario	AIP Pro-Rata (Fin. Metrics)	AIP Pro-Rata (Prior Yr Individual)	Equity Awards (Time-based/RSUs)	LTIP PSUs	Severance	Health & Welfare	Total
Company w/o Cause or Good Reason	$507,559	$350,000	$4,610,069	—	$700,000	$21,419	$6,189,047
Qualifying Termination in CIC Window (18 months)	$507,559	$350,000	$4,610,069	$1,533,627	$1,575,000	$21,419	$8,597,674
Death/Disability	$507,559	$350,000	$4,610,069	$1,533,627	—	$21,419	$7,022,674

Change-in-control treatment: FCN states “no automatic acceleration of equity awards upon a change in control” (i.e., double-trigger generally required) .

Performance & Track Record (Selected Highlights)

Strategy and growth: Supported EMEA and Asia growth strategies; refined Technology segment strategy underpinning 87% revenue growth and 36% Adjusted Segment EBITDA growth since 2020; led cross-segment go-to-market and M&A diligence .
Operating leverage: Partnered to reduce SG&A, improve billing processes, IT transformation, procurement savings; drove real estate cost discipline (below 4% revenue target) and operational efficiencies during/after COVID .
ESG execution: Led initiatives toward 2030 net-zero plan (Scopes 1–3 progress, external verifications, SBTi submission) and broadened ESG disclosures/ratings submissions .

Compensation Governance and Say-on-Pay Signals

Pay mix/at-risk: Other NEOs (incl. Linton) target total comp is 71.4% at-risk; AIP and LTIP opportunities raised to 1.25x base to align competitively, with TSR-based PSUs as majority of LTIP .
Say-on-pay: ~99% shareholder approval at 2024 annual meeting for prior-year NEO compensation, indicating broad support for program design .

Investment Implications

Alignment: Strong alignment via 3x salary stock ownership requirement (met), anti-hedging/pledging policies, and majority at‑risk comp with 3‑year Relative TSR PSUs; pay program received ~99% support, suggesting low governance friction risk .
Retention/vesting overhang: Multi-year vesting across significant RSAs and PSU cycles (2023–2025; 2024–2026), plus options outstanding through 2026/2027, supports retention but creates scheduled supply; 2022 RSAs vested in March 2025 .
Potential selling pressure: 2024 option exercises with $11.7M realized signal liquidity events; monitor Form 4s for continued exercises/vest-related sales near vesting dates (e.g., spring 2025–2027 cycles) .
Downside/CIC protections: Double-trigger CIC policy and defined severance (up to ~$1.58M plus equity/PSU treatment) cap parachute risk; clawback policy reduces earnings-restatement risk to investors .
Execution risk: Linton’s remit ties directly to strategy execution, cost leverage and ESG programs; sustained TSR, Adjusted EPS, and net income trends support pay-for-performance linkage but continued delivery on Technology/EMEA/IT initiatives remains key .