Steven Gunby

About Steven Gunby

Steven H. Gunby, 67, has served as President and CEO of FTI Consulting since January 20, 2014 and has been a director since 2014; the Board plans to appoint him Chairman upon his re‑election at the 2025 Annual Meeting, with Claudio Costamagna as Lead Independent Director to preserve strong independent oversight . Under his leadership, FTI delivered record 2024 revenues (+6% YoY), its 10th consecutive year of Adjusted EPS growth, and generated $360.2 million of free cash flow; 2024 share repurchases totaled $10.2 million (51,717 shares at ~$197.53) . Over the 2022–2024 LTIP performance window, Relative TSR reached the 66th percentile (CEO PRSU payout ~122%); 2024 total shareholder return proxy methodology shows $100 growing to $172.72 for FCN (vs peer group $199.53), with 2024 net income of $280.1 million and Adjusted EPS $7.99 .

Past Roles

Organization	Role	Years	Strategic Impact
The Boston Consulting Group	Senior Partner/Managing Director; Chairman, North & South America; Global Leader, Transformation	1983–2014	Led large-scale operational and cultural transformations; served on BCG’s Executive Committee

External Roles

Organization	Role	Years	Strategic Impact
Arrow Electronics, Inc.	Chairman (public company)	n/a	Board leadership at a global distributor; governance/strategy experience

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	1,000,000	1,000,000	1,000,000

2024 CEO total reported compensation: $8,989,878 (driven by equity and incentive pay) .

Performance Compensation

Annual Incentive Pay (AIP) – 2024 Design and Outcome

Component	Weight	Target/Threshold/Max	2024 Actual	Payout vs Target
Adjusted EBITDA	37.5%	$442.6M / $354.0M / $531.1M	$403.7M (91.2% of target)	100% scale mapping yielded 90% overall AIP after mix; see total below
Adjusted EPS	37.5%	$8.12 / $6.50 / $9.74	$7.99 (98.4% of target)	See total below
Individual Performance	25.0%	100% at target	CEO assessed at 100%	See total below
Total AIP Target ($)	—	—	—	$2,000,000 target (2.0x salary)
Total AIP Earned ($)	—	—	—	$1,805,151 (90% of target); 75% cash / 25% RSA (2,657 shares granted 3/5/2025, vesting 3/5/2026)

Notes:

CEO AIP opportunity range: threshold 100% of salary, target 200%, max 300% (per employment agreement guardrails) .
AIP metrics/definitions and reconciliations referenced in Proxy Appendices A/B .

Long-Term Incentive Pay (LTIP) – 2024 Grants and Structure

Element	Weight	Grant Detail	Vest/Performance	Grant Date
Performance RSUs (Relative TSR vs adjusted S&P 500)	66.7%	Threshold/Target/Max grant-date fair values: $2.0M / $4.0M / $6.0M; Target units 20,041 (Threshold 10,020; Max 30,061)	3-year performance (1/1/2024–12/31/2026); CEO payout curve: 25th/55th/80th percentiles; capped at 100% of target if TSR negative	3/6/2024
Time-based RSUs	33.3%	$2.0M grant (~9,685 RSUs)	Pro rata annual vest over 3 years	3/6/2024

Prior-cycle performance:

2022 LTIP PRSUs earned at ~122% for CEO (Relative TSR 66th percentile); 31,292 shares delivered (certified 2/17/2025) .

Shift in equity vehicles:

Since 2017, no new NEO stock options have been granted; program emphasizes RSUs/PRSUs (reducing option-driven risk) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	269,028 shares (256,407 common + 7,232 unvested restricted + 5,389 options), <1% of SO; SO = 35,380,246 as of record date
Vested vs Unvested (12/31/2024)	Unvested time-based awards outstanding: 4,575 + 2,996 + 7,380 + 9,685 units; Unearned PRSUs (target): 25,601 (2022 cycle in-flight as of 12/31/24), 19,405 (2023), 20,041 (2024)
Options Outstanding	2,912 @ $34.33 exp 3/1/2026; 2,477 @ $40.36 exp 3/6/2027 (legacy grants; fully vested)
Insider Selling Pressure	2024 option exercises: 222,515 shares; value realized $39,514,739; stock vesting value realized $9,342,290
Executive Ownership Guidelines	CEO required to hold ≥7x base salary; all NEOs met 2024 requirement as of record date
Hedging/Pledging	Prohibited: no derivatives, hedging, pledging, short selling, or margin purchases by executives/directors
Clawback	NYSE-compliant recoupment for incentive comp upon material restatement (3-year lookback from restatement trigger)

Employment Terms

Term	Detail
Role Start Date	CEO since January 20, 2014; Director since 2014
Contract	CEO Employment Agreement expires June 2, 2027; auto-renews in 1-year terms unless notice; extended in Sept 2024 to facilitate succession
AIP Range (per Agreement)	Threshold 75–100% of salary; Target 150–200%; Max 225–300% of salary
Non-compete/Non-solicit	Non-compete 18 months post-employment; non-solicit of clients/vendors/employees; confidentiality obligations
Severance (as of 12/31/2024)	Without cause / good reason (pre‑CIC): $6,000,000 cash; prorated AIP (financial metrics + prior-year individual component); equity per award terms; benefits ~$22,145; total illustrative: $13,616,034
CIC Treatment	No single‑trigger acceleration; double‑trigger applies (CIC plus qualifying termination). Illustrative total: $27,136,188 (includes PRSUs at modeled values)
Retirement Treatment	Award agreements for 2023+ LTIP provide for vesting upon retirement of CEO (per award terms)
Pension/Perqs	No defined benefit pension; standard 401(k) with match; no perquisites >$10,000 disclosed for NEOs

Board Governance

Service and roles: Director since 2014; expected to become Chairman upon re‑election at 2025 Annual Meeting; not independent (as CEO) .
Independent oversight: Empowered Lead Independent Director (Costamagna) to set agendas, lead executive sessions, liaise with shareholders, and serve ex‑officio on committees, mitigating CEO/Chair duality risk .
Board/committee activity: 2024 meetings — Board (11), Audit (5), Compensation (6), NCGSR (6); all directors attended ≥75% of applicable meetings .
Director independence and policies: 89% independent nominees; no poison pill; majority voting with resignation policy; robust stock ownership guidelines for directors (5x retainer) .

Compensation Committee Analysis and Governance

Committee members: Claudio Costamagna (Chair), Brenda J. Bacon, Gerard E. Holthaus, Laureen E. Seeger .
Independent consultant: Pearl Meyer advised the committee; committee retains sole authority over advisors .
Pay philosophy and design: ~88.9% of CEO target comp at risk in 2024; AIP 75% financial (Adjusted EBITDA/EPS) and 25% individual; LTIP 66.7% PRSUs (Relative TSR) and 33.3% time‑based RSUs; negative TSR cap at 100% .
Say‑on‑Pay support: ~99% approval at 2024 meeting (for 2023 NEO pay) .

Compensation Structure Analysis

Mix and rigor: High at‑risk mix with clearly defined financial metrics and relative TSR hurdle (55th/80th percentiles at target/max for CEO PRSUs) supports pay-for-performance alignment .
Vehicle evolution: No new options since 2017; reliance on RSUs/PRSUs reduces repricing risk and aligns with institutional expectations .
2024 outcomes: AIP at 90% of target reflected record revenue but below-target Adjusted EBITDA; PRSU structures continue to require outperformance vs peers for target/max payouts .
Shareholder engagement: Targeted outreach to top holders; program changes responsive to feedback; continued high Say‑on‑Pay backing .

Risk Indicators & Red Flags

Dual role: CEO slated to become Chairman; mitigants include detailed Lead Independent Director authorities and fully independent committees .
Hedging/pledging: Explicitly prohibited (reduces misalignment risk) .
CIC terms: No single‑trigger acceleration; double‑trigger standard reduces windfall risk .
Clawback: NYSE‑compliant; strengthens accountability .
Insider selling pressure: Significant 2024 option exercises (~222.5K shares; ~$39.5M value realized) plus ongoing RSU/PRSU vesting cadence could create periodic selling windows (monitor Form 4s) .

Equity and Award Vesting Schedule (Select Items)

Award	Grant	Vest/Measure	Quantity/Notes
2024 AIP RSA (25% of AIP)	3/5/2025	Vests 3/5/2026	2,657 shares (grant-date value ~$451,185)
2023 AIP RSA (25% of AIP)	3/6/2024	Vested 3/6/2025	2,996 shares
2024 LTIP Time RSUs	3/6/2024	1/3 annually over 3 years	~9,685 units
2024 LTIP PRSUs (Target)	3/6/2024	1/1/2024–12/31/2026	20,041 target units (10,020 thr; 30,061 max)
2022 LTIP PRSUs	3/2022	Earned as of 12/31/2024	31,292 shares to CEO at ~122% of target
Legacy Options	3/1/2016; 3/6/2017	Fully vested; expiring 2026/2027	2,912 @ $34.33 (exp 3/1/2026); 2,477 @ $40.36 (exp 3/6/2027)

Board Service History, Committees, and Dual-role Implications

Board service: Director since 2014; expected transition to Chairman in 2025; as CEO, not independent and not assigned to standing committees .
Governance response: Creation of an empowered Lead Independent Director role with broad agenda-setting, shareholder liaison, and ex‑officio committee participation to counterbalance combined Chair/CEO structure .
Attendance/engagement: Board and all committees met frequently in 2024; directors met attendance thresholds; regular executive sessions of independent directors .

Investment Implications

Alignment and incentives: High at‑risk pay mix, PRSU reliance on Relative TSR, strong ownership requirements, and anti‑hedging/pledging and clawback policies indicate solid alignment with shareholders .
Retention and succession: Contract extended through 2027 to support CEO succession planning; retirement-vest provisions for recent LTIP mitigate abrupt transition risk .
Potential selling overhang: Large 2024 option exercises and a steady vesting pipeline (time-based RSUs and PRSUs) suggest monitoring Form 4s around windows; however, policy prohibits pledging and hedging .
Governance watchpoint: Combining CEO/Chair elevates key-person and oversight risk; mitigated by a robust Lead Independent Director mandate and independent committees .
Performance linkage: 2024 AIP landing at 90% of target and 2022–2024 PRSU payout at ~122% reflect balanced incentive results amid mixed EBITDA vs strong EPS/revenue; supports credibility of performance calibration .