Stephen Robinson
FTI CONSULTINGAbout Stephen C. Robinson
Stephen C. Robinson (age 68) is an independent director of FTI Consulting, Inc. (FCN) since 2022, with a career grounded in public service, legal oversight, and corporate compliance. He is a retired partner from Skadden, Arps, Slate, Meagher & Flom LLP (2010–2021), a former U.S. District Judge (S.D.N.Y., 2003–2010), former U.S. Attorney (D. Conn., 1998–2001), and previously served as Principal Deputy General Counsel of the FBI (1993–1995). He also held executive roles as Chief Compliance Officer at Aetna U.S. Healthcare (1996–1998) and CEO of Empower New Haven (2002–2003), and completed the Cornell Tech Board Institute certificate in 2023, emphasizing governance in complex technology contexts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner (Litigation: government enforcement, white collar) | 2010–2021 | Legal strategy, compliance, enforcement expertise |
| U.S. District Court (S.D.N.Y.) | U.S. District Judge | 2003–2010 | Judicial oversight, complex litigation leadership |
| U.S. Department of Justice (D. Conn.) | U.S. Attorney | 1998–2001 | Enforcement leadership, prosecutorial discretion |
| Federal Bureau of Investigation | Principal Deputy General Counsel | 1993–1995 | Policy, legal risk, federal compliance |
| Empower New Haven (non-profit) | Chief Executive Officer | 2002–2003 | Urban development/social services management |
| Aetna U.S. Healthcare | Chief Compliance Officer | 1996–1998 | Corporate compliance program oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Dycom Industries, Inc. | Director | Not disclosed | Audit Committee; Finance Committee |
| Cornell University | Trustee | Not disclosed | Governance/Trustee responsibilities |
| Lincoln Center for the Performing Arts | Trustee | Not disclosed | Governance/Trustee responsibilities |
| The New York Community Trust | Trustee | Not disclosed | Governance/Trustee responsibilities |
| Weill Cornell Medicine | Fellow | Not disclosed | Advisory/Fellow responsibilities |
Board Governance
| Item | Detail |
|---|---|
| Committee Assignments (FCN) | Audit Committee (member); Nominating, Corporate Governance & Social Responsibility (NCGSR) Committee (member) |
| Committee Chair Roles | None (not a chair of Audit, Compensation, or NCGSR) |
| Independence Status | Board affirmatively determined he is independent; Audit Committee members meet enhanced independence criteria under NYSE/SEC rules |
| Financial Literacy | All Audit Committee members, including Robinson, are deemed financially literate; three members designated “audit committee financial experts” (Robinson is not named among the three) |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in 2024; meeting counts: Board (11), Audit (5), Compensation (6), NCGSR (6) |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Standard non-employee director retainer |
| Committee Chair Fees | — | Not applicable; Robinson is not a chair |
| Meeting Fees | $0 | FCN does not pay meeting attendance fees |
| All Other Compensation | $0 | No perquisites/benefits >$10,000 |
Performance Compensation
| Element (2024) | Detail |
|---|---|
| Stock Awards (Grant-date fair value) | $249,862 |
| Instrument | Restricted stock or restricted stock units (RSUs); U.S. directors typically receive restricted stock; all vest in full on 1st anniversary unless accelerated |
| Grant Timing | As of the annual meeting date for continuing directors |
| Unvested RS/RSUs Outstanding (12/31/2024) | 1,145 units |
| Option Awards | None |
| Deferral Features | Voluntary deferral of cash retainer into vested deferred stock units; equity award deferral into deferred RSUs (vest in 1 year) under Section 409A constraints |
| Acceleration Provisions | Immediate vesting upon death, disability, change-in-control cessation within 1 year (unless accommodated), failure to renominate/elect (other than for Cause or voluntary resignation) |
| Annual Non-Employee Chair Fee Cap | Not applicable to Robinson; policy allows $200,000 fee for Board Chair (used for non-executive chair roles) |
Performance metric framework for director pay (FCN):
- Directors do not have performance-based metrics (e.g., revenue/EBITDA/TSR); equity awards are time-based vesting only; no option repricing disclosed .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Dycom Industries, Inc. | Director | Audit; Finance | No FCN disclosures indicating conflicts or related-party transactions with Dycom involving Robinson |
- Compensation Committee Interlocks: FCN disclosed no compensation committee interlocks or insider participation in 2024 (Robinson is not on Compensation) .
- Related-party engagements: FCN provides consulting services to certain large shareholders (BlackRock, Vanguard) on arm’s-length terms; no director personal pecuniary interests; Audit Committee reviews/approves related-party transactions .
Expertise & Qualifications
- Compliance/government enforcement/white collar litigation expertise; prior DOJ/FBI leadership roles and federal judgeship .
- Corporate compliance executive experience (Aetna U.S. Healthcare) and governance roles at major non-profits/academia .
- Board governance credentials augmented by Cornell Tech Board Institute certificate completed in 2023 .
- Financial literacy affirmed via Audit Committee membership and Board’s determination .
Equity Ownership
| Category | Amount |
|---|---|
| Common Shares Owned | 3,138 |
| Unvested Restricted Shares/RSUs | 1,145 |
| Vested Deferred Stock Units | — (none disclosed) |
| Unvested Deferred Stock Units | — (none disclosed) |
| Total Beneficial Ownership | 4,283 |
| Ownership as % of Shares Outstanding | <1% |
| Pledging/Hedging | Directors listed in ownership table are reported as not having pledged Company securities |
| Director Ownership Guidelines | Required to hold 5x annual retainer; all non-employee directors in compliance as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness: Robinson’s legal, enforcement, and compliance background strengthens Audit Committee oversight of financial reporting, insider/affiliated transactions, and risk (including cybersecurity), aligning with committee charter responsibilities .
- Independence and alignment: Independence affirmed; Audit/NCGSR membership is fully independent; equity ownership policy at 5x retainer with compliance reported for all non-employee directors as of 12/31/2024, supporting alignment with shareholders .
- Engagement/attendance: All directors met the ≥75% attendance threshold; Board and committees were active (Board 11; Audit 5; Compensation 6; NCGSR 6 meetings in 2024), suggesting adequate time commitment and engagement .
- Pay structure signals: Director pay is balanced (cash $50k; equity ~$250k) and time-based with transparent acceleration protections; no options granted; no perquisites >$10k, indicating conservative, shareholder-friendly director compensation .
- Potential conflicts: No specific related-party exposures identified involving Robinson; FCN’s Audit Committee oversight process and arm’s-length disclosures for large shareholders reduce conflict risk .
RED FLAGS: None identified specific to Robinson—no chair role-related fees, no meeting-fee regime, no pledging, independent status affirmed, and no disclosed related-party transactions involving him .