555 12^th Street NW

Suite 700

Washington, D.C. 20004

+1.202.312.9100

April 24, 2023

You are invited to join us at the 2023 Annual Meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation, on Wednesday, June 7, 2023 at 9:30 a.m., Eastern Daylight Time, at our executive office located at 555 12^th Street NW, Suite 700, Washington, D.C. 20004.

Attached you will find a Notice of Meeting and our Proxy Statement, each of which contains information regarding the proposals that the Board of Directors is submitting to a vote of the shareholders, as well as instructions on how to vote your shares of common stock.

If you plan to attend the meeting in person, you must register in advance by no later than May 24, 2023 and obtain an admission ticket. Please respond affirmatively to the request for that information on the Internet or mark that box on the proxy card if you received a paper copy of the proxy materials. You will be asked to present your admission ticket and a valid picture identification, such as a driver’s license or passport, to enter the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

Whether or not you attend the meeting in person, your vote is important to us. You can ensure that your shares are represented by promptly authorizing a proxy to vote your shares by telephone or the Internet or by completing, signing, dating and returning your proxy card or voting instruction card in the return envelope provided to you. Instructions on how to vote your shares or authorize a proxy to vote your shares begin on page 2 of the Proxy Statement.

Sincerely,

 

Gerard E. Holthaus

This Proxy Summary highlights certain information contained elsewhere in this proxy statement (“Proxy Statement”) for the annual meeting of shareholders on June 7, 2023 (the “Annual Meeting”). This Proxy Summary does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting or authorizing a proxy to vote on your behalf.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding environmental, social and governance (“ESG”)-related matters and other sustainability plans, initiatives, projections, goals, commitments, expectations or prospects, made in this document are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks and similar expressions to identify forward-looking statements. Any references to standards of measurement and performance made regarding our ESG- or other sustainability-related plans, goals, commitments, intentions, aspirations, forecasts, or projections or expectations are developing and based on assumptions and beliefs. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission on February 23, 2023. No assurance can be given that any plan, goal, commitment, intention, aspiration, forecast, or projection or expectation can or will be achieved. The inclusion of any forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, forecasts or projections, intentions, aspirations, beliefs or expectations contemplated by us will be achieved. Given these risks, uncertainties and other factors, you should not place undue reliance on any forward-looking statements. Website references and references to policies and reports throughout this document are provided for convenience only, and the content of referenced websites, policies and reports is not incorporated by reference into this document.

We are one company with five business segments that are united by one purpose: to help our clients with an ever-increasing share of their most significant opportunities and challenges.

Integrity | Creativity | Achievement | Respect | Empathy

 

 

While we achieved record revenues, Adjusted EBITDA and Adjusted EPS in 2022, it is our multi-year performance that we measure our success against. We believe if we continue to have the confidence to not overreact to short-term factors, over the medium term, we will build businesses that great people want to be a part of — segments and practices that attract great people, that support their ambitions and foster their professional development and that allow them to build businesses and client relationships that, through the short-term headwinds and tailwinds, become sustainable, powerful, durable and resilient growth engines.

FTI Consulting believes proactively identifying and addressing Environmental, Social and Governance risks and opportunities are important to both sustaining our strong growth trajectory and maintaining our operations.

Through targeted focus areas across Real Estate, Information Technology, Corporate Citizenship, Diversity, Inclusion & Belonging, Human Resources, Benefits, Talent Development, Legal and Risk & Compliance, the following pages discuss key ESG-related initiatives and progress the Company made in 2022, undertaken in alignment with the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-Related Financial Disclosures (TCFD) and the Carbon Disclosure Project (CDP) Climate Change Questionnaire. Furthermore, these disclosures reflect our commitment to transparently reporting our sustainability journey to our stakeholders. As a participant to the United Nations (“UN”) Global Compact, FTI Consulting supports the Ten Principles (the “Principles”) on human rights, labor, environment and anti-corruption. The UN Global Compact and its Principles are ingrained in our culture, policies and day-to-day operations.

For further information on these disclosures and to learn more about FTI Consulting’s ESG Program, please review our annual Corporate Sustainability Report at https://www.fticonsulting.com/insights/reports/corporate-sustainability-report.

The Company’s policies and reports relating to ESG topics can be found in the Governance section of the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/about/governance.

The ongoing consequences of climate change, such as extreme weather events and biodiversity loss, are made more apparent every year. As a global company with widespread operations, FTI Consulting and its professionals are committed to doing our part in addressing climate change and reducing our emissions intensity as we grow.

 

For more information about FTI Consulting’s environmental practices and the methodology used to calculate our environmental impact, please review the Company’s Corporate Sustainability Report at https://www.fticonsulting.com/insights/reports/corporate-sustainability-report.

FTI Consulting seeks to empower our people to do good in the communities in which we live and work; to foster a diverse and inclusive culture; and to be the company of choice for professionals to build and advance in their career.

Our executive compensation program is strongly linked to the financial and operational performance of the Company. The overall design of our compensation program and each of its three primary components have remained consistent year-over-year, however certain values changed for 2022, as described below. We did not modify our incentive programs during 2022 due to the ongoing impact of COVID-19 on our business.

Our executive compensation program is designed with a focus on pay-for-performance. The charts below demonstrate that the Company’s executive compensation program balances fixed and at-risk pay, with 88.9% of the CEO’s target annual total compensation at-risk and 66.7% of our other NEOs’ target annual compensation at-risk:

At our annual meeting of shareholders on June 1, 2022 (the “2022 Annual Meeting”), our shareholders expressed support for our executive compensation program with approximately 86% of the votes cast in favor of our say-on-pay proposal approving named executive officer compensation for the year ended December 31, 2021. Our 2022 compensation decisions were informed by shareholder outreach discussions conducted in late 2021 and early 2022, through which we were able to have dialogue with non-executive shareholders representing approximately 55% of our outstanding shares. These discussions reinforced our belief that the changes we have adopted over the past several years were responsive to our shareholders’ feedback. See the section titled “Information about Our Executive Officers and Compensation — Compensation Discussion and Analysis — What Guides Our Program — How We Make Compensation Decisions — The Decision-Making Process” on page 48 of this Proxy Statement.

We have a robust shareholder engagement program that proactively offers shareholders access to management and the Board at multiple touchpoints throughout the year. We regularly speak with a broad spectrum of our shareholders on a variety of topics. Such communications allow us to provide perspective on Company policies and practices, stay attuned to shareholder sentiment on a variety of issues, and address shareholder concerns with our policies and practices, when appropriate. Generally, we communicate with our major shareholders through our executive management and investor relations professionals. Periodically, our Chairman of the Board and Chair of the Compensation Committee communicate with major shareholders as well, which allows our directors to directly solicit and receive our shareholders’ views on our strategy, performance and executive compensation program.

Our director nominees are a diverse group of experienced business leaders who provide unique perspectives to the Company’s business discussions and strategic plans, which we believe are critical to ensuring that we maintain a high-functioning Board of Directors (the “Board”). Collectively, the tenure of our director nominees balances deep experience at the Company with fresh perspectives. Our director nominees also have diverse expertise and skills that enable them to effectively carry out their duties and responsibilities.

Sir Vernon Ellis, a director of the Company since 2012, will reach the retirement age of 75 prior to the Annual Meeting and, under our Corporate Governance Guidelines, which can be found at “About FTI — Governance — Corporate Governance Guidelines” at https://www.fticonsulting.com/-/media/files/us-files/our-firm/guidelines/fti-consulting-corporate-governance-guidelines.pdf, has not been nominated to stand for reelection to the Board of Directors by shareholders of the Company at this Annual Meeting.

In 2022, the Nominating, Corporate Governance and Social Responsibility Committee engaged an independent adviser to assist with identifying qualified and diverse candidates for nomination as directors as part of its Board refreshment process. Effective on April 7, 2023, the Board increased its size to ten directors from nine directors. The Nominating, Corporate Governance and Social Responsibility Committee recommended the nomination of Elsy Boglioli, who was recommended by the independent adviser, for election by the Board as a director of the Company to fill the vacancy on the Board. Effective on April 7, 2023, the Board elected Elsy Boglioli as a director of the Company to fill the vacancy on the Board until the Annual Meeting and until her successor is duly elected and qualifies or until her death, resignation, retirement or removal (whichever occurs earliest).

Despite the increase of the size of the Board to ten directors effective on April 7, 2023, as a result of the retirement of Sir Vernon Ellis, nine director nominees will stand for election by shareholders of the Company at the Annual Meeting. On April 6, 2023, the Board approved a reduction in the number of directors to nine directors from ten directors effective as of the Annual Meeting.

When considering Elsy Boglioli’s nomination, the Nominating, Corporate Governance and Social Responsibility Committee considered, among other factors, her significant experience in the healthcare and healthcare technology industries, which are focuses of the Company’s client practice offerings, experience providing consulting and advisory services to companies in Europe, and experience as an officer or director of various French companies, a geographic focus of the Company, as well as her qualification as an independent director.

With the election of Elsy Boglioli as a director by the Board effective on April 7, 2023, the Board maintains the gender diversity level for female directors in effect following the election of directors at the 2022 Annual Meeting and prior to the resignation of Nicole S. Jones as a director in October 2022. Director gender diversity is of high importance to the Company.

Assuming the election of all nominees as directors of the Company by shareholders at the Annual Meeting, the following chart describes certain characteristics of the Board following their election.

Detailed information on each of our nine director nominees can be found in the section titled “Information about the Board of Directors and Committees — Information about the Nominees for Director” beginning on page 13 of this Proxy Statement.

 

555 12^th Street NW

Suite 700

Washington, D.C. 20004

+1.202.312.9100

April 24, 2023

The Annual Meeting of Shareholders of FTI Consulting, Inc., a Maryland corporation (the “Company” or “FTI Consulting”), will be held on June 7, 2023 (the “Annual Meeting”) at 9:30 a.m., Eastern Daylight Time, at FTI Consulting’s principal executive office, which is located at 555 12^th Street NW, Suite 700, Washington, D.C. 20004.

Our Board of Directors (the “Board”) is soliciting our shareholders' proxies to be exercised at the Annual Meeting. Shareholders of the Company as of the close of business on March 9, 2023, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment of the Annual Meeting.

This proxy statement (“Proxy Statement”) provides information that you should read before you vote (or authorize a proxy to vote) on the proposals that will be presented to you at the Annual Meeting and is intended to assist you in deciding how to vote your shares of common stock, par value $0.01 per share (“Common Stock”), of the Company.

On or about April 24, 2023, we began mailing or emailing to shareholders of record as of the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2022 (the “Annual Report”) online, and we began sending a full set of the proxy materials and Annual Report to shareholders who previously requested a paper copy.

You are invited to attend the Annual Meeting and are entitled to consider and vote on the items of business described in this Proxy Statement. The proxy materials include the Notice and our Annual Report. If you received a paper copy of these materials by mail or email, the proxy materials also include a proxy card or voting instruction card for the Annual Meeting.

The information in this Proxy Statement describes (i) the proposals to be considered and voted on at the Annual Meeting, (ii) the voting process, (iii) the nine nominees for director named in this Proxy Statement, (iv) information about our Board and committees of our Board (collectively, the “Committees”), (v) the compensation of our named executive officers (each an “NEO,” and collectively, the “NEOs”) and non-employee directors for the year ended December 31, 2022, and (vi) certain other information we are required or have chosen to provide to you.

We are sending a Notice, by mail or email, to many shareholders instead of a paper copy of the proxy materials and Annual Report. All shareholders receiving the Notice will find instructions on how to access this Proxy Statement and our Annual Report on the website referred to in the Notice or how to request a printed set of these materials at no charge. Choosing to receive future proxy materials and annual reports over the Internet or by email will save us the cost of printing and mailing documents and will reduce the impact on the environment of holding annual meetings. Your election to receive the proxy materials and annual reports over the Internet or by email will remain in effect until it is terminated. Your Notice will contain instructions on how to:

We are providing some of our shareholders, including shareholders who have previously requested a paper copy of the proxy materials and Annual Report and some of our shareholders who live outside the United States (“U.S.”), with a paper copy of this Proxy Statement and the Annual Report instead of the Notice. In addition, any shareholder may request to receive proxy materials and annual reports in printed form by mail or electronically by email or over the Internet on an ongoing basis.

Shareholders will find instructions about how to obtain a paper copy of the proxy materials and Annual Report in the Notice or the email you receive. Additionally, we will promptly send a copy of the Annual Report to you at no charge upon written request to our Corporate Secretary at FTI Consulting, Inc., 16701 Melford Blvd., Suite 200, Bowie, MD 20715 or by email to FTI2023annualmeeting@fticonsulting.com.

The Annual Meeting will be held on Wednesday, June 7, 2023 at 9:30 a.m., Eastern Daylight Time. The Annual Meeting will be held at our executive office located at 555 12^th Street NW, Suite 700, Washington, D.C. 20004, telephone no. +1.202.312.9100.

You may vote all of the shares of our Common Stock that you own as of the close of business on the Record Date. You may cast one vote for each share that you own. As of the close of business on the Record Date, 33,983,032 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.

A quorum must be present at the Annual Meeting in order to transact business. A quorum will be established if shareholders entitled to cast a majority of all votes entitled to be cast on any matter are represented in person or by proxy at the Annual Meeting. If a quorum is not established, no business may be conducted at the Annual Meeting, in which case the Annual Meeting may be adjourned without a vote of shareholders by the chair of the Annual Meeting until such time as a quorum is present, with no notice other than announcement at the Annual Meeting.

If you sign, date and return a proxy card but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board’s above recommendations and in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.

No. The Notice identifies the items to be considered and voted on at the Annual Meeting, but you cannot vote by marking and returning the Notice. The Notice provides instructions on how to authorize a proxy to vote your shares of Common Stock by Internet, by telephone or by requesting a paper proxy card or how to vote in person by attending and submitting a ballot at the Annual Meeting.

The Company will pay the cost of soliciting proxies. In addition to the mailing or emailing of the Notice, the proxy materials and the Annual Report, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our officers, directors and employees, who will not receive any additional compensation for such solicitation activities.

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with our transfer agent and/or a broker, trust, bank or other nominee or fiduciary, or you may hold shares in different ways or in multiple names (such as through joint tenancy, trusts and custodial accounts). Please vote, or authorize a proxy to vote, all your shares.

If you are a registered “record” shareholder and you do not authorize a proxy to vote your shares of Common Stock by Internet, by telephone or by completing, signing, dating and returning a paper proxy card or voting instruction card, your shares will not be voted unless you attend the Annual Meeting and vote in person. However, if you sign, date and return a proxy card but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board’s recommendations and in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.

If your shares are held in a brokerage account or by a trust, bank or other nominee or fiduciary, you are considered the “beneficial owner” of shares held in “street name,” and the Notice or proxy materials would have been forwarded to you by that organization. In order to vote your shares, you must follow the voting instructions forwarded to you by or on behalf of that organization. Brokerage firms, trusts, banks and other nominees and fiduciaries are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct the record holder how to vote, and you are also invited to attend the Annual Meeting. We encourage you to provide instructions to your broker, trust, bank or other nominee or fiduciary on how to vote your shares. Since a beneficial owner is not the record shareholder, you may not vote the shares you beneficially own at the Annual Meeting unless you obtain a legal proxy from the record holder giving you the right to vote the shares at the meeting. We note that obtaining a legal proxy may take several days.

If your shares are held for you in street name (i.e., you own your shares through a brokerage, bank or other institutional account), you are considered the beneficial owner of those shares but not the record holder. This means that you vote by providing instructions to your broker rather than to the Company. Brokers holding shares must vote according to specific instructions they receive from the beneficial owner of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion, but they are not permitted to vote on certain proposals and may elect not vote on any of the proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for or against the matter. Broker non-votes are not considered as votes cast and will not be counted in determining the outcome of the vote on the election of the nominees for director or on any of the other proposals.

You may change your vote at any time prior to the vote taken at the Annual Meeting. You may revoke or change your vote in any one of four ways:

The Annual Meeting is currently scheduled to be held at 555 12^th Street NW, Suite 700, Washington, D.C. 20004. If you plan to attend the Annual Meeting, you must register in advance by no later than May 24, 2023 and follow these instructions to gain admission. Attendance at the Annual Meeting is limited to shareholders as of the close of business on the Record Date or their authorized proxy holders or representatives. Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment and electronic devices will not be allowed in the meeting room. To gain admission to an in-person Annual Meeting, you must present an admission ticket and valid picture identification, such as a driver’s license or passport.

Multiple shareholders who share a single address will receive only one Annual Report and Proxy Statement at that address. This practice, known as “householding,” reduces printing and postage costs. Beneficial shareholders may request information about householding from their banks, brokers or other holders of record. If you do not wish to participate in householding and prefer to receive your Notice in a separate envelope, please contact Broadridge Financial Solutions by calling its toll-free number at 1.866.540.7095 or by mail to Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

On or about April 24, 2023, we began sending a Notice of Internet Availability of Proxy Materials, including Internet availability of the Annual Report, or the Notice of the Annual Meeting, this Proxy Statement and the Annual Report in paper copies to the Company’s shareholders of record as of the close of business on the Record Date. The Annual Report does not constitute a part of the proxy solicitation materials. The Annual Report provides you with additional information about the Company. Copies of our Notice of Annual Meeting, Proxy Statement and Annual Report are available on the Company's website at https://www.fticonsulting.com under “About FTI — Governance—Annual Reports” and “About FTI — Governance — Proxy Statements.”

Our Board currently consists of ten directors, nine of whom are independent. During the first quarter of each year, the Board and each Committee conducts a self-assessment, which helps to inform the director nomination process. The Nominating, Corporate Governance and Social Responsibility Committee works with our Board to develop the qualifications, attributes and experience required of Board nominees in light of current Board composition, our business and operations, our long-term and short-term plans, applicable legal and listing requirements, and other factors the Nominating, Corporate Governance and Social Responsibility Committee considers relevant.

The Nominating, Corporate Governance and Social Responsibility Committee is authorized, in its sole discretion, to engage outside search firms and consultants to assist with the process of identifying and qualifying candidates for nomination as directors and has the sole authority to negotiate the fees and terms of the retention of such advisers.

The Nominating, Corporate Governance and Social Responsibility Committee evaluates directors for election each year as if they were new candidates. It may identify other candidates for nomination as directors, if necessary, through recommendations from our directors, management, employees, shareholders, or outside advisers or consultants, as well as through the formal shareholder nomination process described under the section titled “Corporate Governance — Shareholder Nominees for Director” on page 31 of this Proxy Statement. The Nominating, Corporate Governance and Social Responsibility Committee will evaluate candidates in the same manner, regardless of the source of the recommendation.

As part of its refreshment efforts, the Nominating, Corporate Governance and Social Responsibility Committee focuses on ensuring that the non-employee director candidates are independent and have a diverse skill set based on industry- and company-specific knowledge and will bring unique perspectives to the Board. The Nominating, Corporate Governance and Social Responsibility Committee will also consider gender and other diversity-related attributes when evaluating candidates. Specifically, the refreshment process entails:

 

The Nominating, Corporate Governance and Social Responsibility Committee considers the policies of the Company regarding director elections, including our Corporate Governance Guidelines, which can be found at https://www.fticonsulting.com under “About FTI —Governance — Corporate Governance Guidelines at https://www.fticonsulting.com/-/media/files/us-files/our-firm/guidelines/fti-consulting-corporate-governance-guidelines.pdf, that provide that a director generally will not be nominated for reelection at any annual meeting of shareholders to be held on or following his or her 75^th birthday. Sir Vernon Ellis, who will reach age 75 prior to this Annual Meeting, has not been nominated to stand for reelection as a director by shareholders of the Company at this Annual Meeting, in accordance with our director retirement policy. The Board thanks Sir Vernon for his valuable contributions to the Company during his many years of dedicated service.

In 2022, the Nominating, Corporate Governance and Social Responsibility Committee engaged an independent adviser to assist with identifying qualified and diverse candidates for nomination as directors as part of its Board refreshment process. Effective on April 7, 2023, the Board increased its size to ten directors from nine directors. The Nominating, Corporate Governance and Social Responsibility Committee recommended the nomination of Elsy Boglioli, who was recommended by the independent adviser, for election by the Board as a director of the Company to fill the vacancy on the Board. Effective on April 7, 2023, the Board elected Elsy Boglioli as a director of the Company to fill the vacancy on the Board until the Annual Meeting and until her successor is duly elected and qualifies or until her death, resignation, retirement or removal (whichever occurs earliest).

Despite the increase of the size of the Board to ten directors effective on April 7, 2023, as a result of the retirement of Sir Vernon Ellis, nine director nominees will stand for election by shareholders of the Company at the Annual Meeting. On April 6, 2023, the Board approved a reduction in the number of directors to nine directors from ten directors effective as of the Annual Meeting.

When considering Elsy Boglioli's nomination, the Nominating, Corporate Governance and Social Responsibility Committee considered, among other factors, her significant experience in the healthcare and healthcare technology industries, which are focuses of the Company's client practice offerings, experience providing consulting and advisory services to major corporations in Europe, and experience as an officer or director of various French companies, a geographic focus of the Company, as well as her qualification as an independent director.

With the election of Elsy Boglioli as a director by the Board effective on April 7, 2023, the Board maintains the gender diversity level for female directors in effect following the election of directors at the annual meeting of shareholders on June 1, 2022 (the “2022 Annual Meeting”) and prior to the resignation of Nicole S. Jones in October 2022. Director gender diversity is of high importance to the Company.

Our director nominees are a diverse group of experienced business leaders who provide unique perspectives to the Company's business discussions and strategic plans, which we believe is critical to ensuring that we maintain a high-functioning Board. Collectively, the tenure of our director nominees balances deep experience at the Company with fresh perspectives. Our director nominees also have diverse expertise and skills that enable them to effectively carry out their duties and responsibilities.

The Nominating, Corporate Governance and Social Responsibility Committee discussed with each director his or her ability to continue to serve as a director if he or she were to be nominated by the Board and elected by shareholders at the Annual Meeting. All of the director nominees welcome the opportunity to continue to serve as a director of the Company if elected by shareholders of the Company at the Annual Meeting.

Our director nominees are a diverse group of experienced business leaders who provide unique perspectives to the Company's business discussions and strategic plans, which we believe is critical to ensuring that we maintain a high-functioning Board. Collectively, the tenure of our director nominees balances deep experience at the Company with fresh perspectives. With the election of Elsy Boglioli as a director effective on April 7, 2023, the Board maintained the gender diversity level for female directors in effect following the election of directors at the 2022 Annual Meeting and prior to the resignation of Nicole S. Jones in October 2022. Director gender diversity is of high importance to the Company.

Assuming the election of the nominees as directors of the Company by shareholders at the Annual Meeting, the following chart describes certain characteristics of the Board following their election.

Following its consideration of the above factors, as well as the qualifications of the directors, including their ability to continue to serve as directors of the Company following the Annual Meeting, the Nominating, Corporate Governance and Social Responsibility Committee recommended the nomination of, and the Board nominated, nine directors to stand for election by shareholders of the Company at the Annual Meeting:

The Board has established Categorical Standards of Director Independence, which are the same as the NYSE Section 303A standards governing director independence as currently in effect, and recognizes that a director is “independent” if he or she does not have a material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), considering all facts and circumstances that the Board determines are relevant. Our Categorical Standards of Director Independence are available on the Company's website under “About FTI — Governance” and at https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/categorical-standards-for-director-independence.pdf. Based on those standards, the Board, upon the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee, affirmatively determined that, other than Steven H. Gunby, the nine non-employee directors named above who are standing for election at the Annual Meeting are independent. In addition, the Board, upon the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee, determined that Sir Vernon Ellis, a current director who has not been nominated to stand for reelection by shareholders of the Company at the Annual Meeting in accordance with our director retirement policy, is independent, and that Nicole S. Jones, who served as a director until October 14, 2022, was independent during the time that she served as a director of the Company. Steven H. Gunby is not considered independent since he is our President and Chief Executive Officer (our “CEO”).

In making its independence determinations, the Board considered that Brenda J. Bacon is Chief Executive Officer of Brandywine Senior Living LLC, Laureen E. Seeger is Chief Legal Officer of the American Express Company and Nicole S. Jones is Executive Vice President and General Counsel of The Cigna Group (formerly, Cigna Corporation), each a client of the Company. The Board found that Ms. Bacon and Ms. Seeger are each independent, and the Board found that Ms. Jones was independent during the time she served as a director of the Company, after concluding that the Company's engagements with each employer and its subsidiaries are in the ordinary course of the Company's business on substantially the same terms as transactions with other clients of the Company for similar services, and none of Ms. Bacon and Ms. Seeger has received, and Ms. Jones did not receive during her tenure as a director, any direct or indirect personal and pecuniary benefits from any such client engagements or transactions. The aggregate fees from such engagements with each of Brandywine Senior Living LLC and its subsidiaries, the American Express Company and its subsidiaries, and The Cigna Group and its subsidiaries, amounted to less than the greater of $1.0 million or 2% of each of such company's consolidated gross revenues for each year ended December 31, 2020, December 31, 2021 and December 31, 2022.

In addition, during each of the years ended December 31, 2020, December 31, 2021 and December 31, 2022, the Company did not make charitable contributions to any organization in which a director serves as an employee, officer, director, trustee or partner, which in any single year exceeded the greater of $1.0 million or 2% of such organization's consolidated gross revenues.

Each of the nine directors nominated by the Board is standing for election at the Annual Meeting. Each nominee, if elected, will serve as a director until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her death, resignation, retirement or removal (whichever occurs earliest).

We do not know of any reason why any nominee would be unable to serve as a director, if elected. If any nominee is unable to serve or, for good cause, will not serve, which is not anticipated, the Nominating, Corporate Governance and Social Responsibility Committee may identify and recommend a candidate or candidates to the Board as a potential substitute nominee or nominees, and, if the Board agrees with the Nominating, Corporate Governance and Social Responsibility Committee’s recommendation, it will nominate such person(s). If that happens, all valid proxies will be voted “FOR” the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board. Shareholders may not vote for a greater number of persons than the number of nominees named.

More detailed information about each of the nine nominees is provided in the section of this Proxy Statement titled “Information about the Board of Directors and Committees — Information about the Nominees for Director” beginning on page 13 of this Proxy Statement.

Our policy is that all incumbent directors are expected to attend the annual meeting of shareholders except in cases of serious illness or extreme hardship.

Shareholder Approval Required. Each nominee will be elected as a director if he or she receives the affirmative vote of a majority of the total votes cast “FOR” and “AGAINST” with respect to his or her election as a director at the Annual Meeting. Abstentions or broker non-votes are not counted as votes cast either “FOR” or “AGAINST” with respect to a director’s election and will have no effect on the election of directors. Any director who does not receive the required vote will be subject to our mandatory resignation policy, which is described in the section of this Proxy Statement titled “Corporate Governance — Our Significant Corporate Governance Policies and Practices” beginning on page 26 of this Proxy Statement.

The Board of Directors Unanimously Recommends That You Vote FOR the Election of All Nine Nominees as Directors.

All of the nominees were elected as directors by shareholders of the Company at the 2022 Annual Meeting, other than Elsy Boglioli who was elected as a director of the Company by the Board effective on April 7, 2023 to fill the vacancy created by the action of the Board effective on April 7, 2023 to increase its size to ten directors from nine directors. Information about each of the nine directors nominated to stand for election by shareholders of the Company at the Annual Meeting is detailed below:

Our Board and its Committees meet throughout the year on a set schedule, hold special meetings as needed and act by written consent from time to time. Each director is expected to attend all meetings of the Board and each Committee of the Board on which he or she serves unless excused for reasons of serious illness or extreme hardship. During each director’s term of office in 2022, each director attended 75% or more of the total number of regular and special meetings held by the Board and each Committee on which he or she served during the period in which he or she served as a director.

In 2022, the Board and each Committee held the following number of meetings:

For purposes of presenting this information, each joint meeting of the Board and any Committee has been counted as a separate meeting of the Board and the applicable Committee. Meetings that were adjourned one day and reconvened on another day have been counted as one meeting. A meeting at which the Board or a Committee has convened for a limited joint purpose has been counted as the meeting of the primary meeting holder.

Our independent directors meet in closed (executive) sessions, without the presence of management, periodically throughout the year. The non-executive, independent Chairman of the Board chairs the meetings of the independent directors, which coincide with regular meetings of the Board. During 2022, our independent directors met in closed (executive) sessions four times without management, and all independent directors attended 75% or more of such sessions during the period in which they served as a director.

Our policy is that all director nominees attend the annual meeting of shareholders except in cases of serious illness or extreme hardship. All directors then serving attended our 2022 Annual Meeting.

Copies of the Charter of the Audit Committee, Charter of the Compensation Committee and Charter of the Nominating, Corporate Governance and Social Responsibility Committee are available on the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/about/governance as follows:

The Board has determined that all Audit Committee members are independent under the Company’s Categorical Standards of Director Independence and pursuant to the NYSE’s corporate governance rules and applicable rules of the U.S. Securities and Exchange Commission (the “SEC”). Mr. Bartlett serves as a member of our Audit Committee and three other public company audit committees, and the Board has determined that such simultaneous service does not impair the ability of Mr. Bartlett to effectively serve on our Audit Committee. The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” within the meaning stipulated by the SEC.

The Board has determined that all Compensation Committee members are non-employee directors and qualify as independent directors under the Company’s Categorical Standards of Director Independence and the NYSE’s corporate governance rules, including the additional independence standards adopted by the NYSE on January 11, 2013 specific to compensation committee membership. In making its determinations regarding the independence of each of the Compensation Committee members, the Board has considered all factors specifically relevant to determining whether a director has a relationship with the Company that would materially impair the director’s ability to make independent judgments about executive officer compensation, including: (i) the source of such director’s compensation; (ii) any consulting, advisory or other compensatory fees paid by the Company to the director; and (iii) any other affiliations the director has with the Company and its affiliates, including engagements by clients that are companies or affiliates of companies for which members of the Compensation Committee serve as officers or directors.

Each member of the Compensation Committee qualifies as a “non-employee” director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and financial plans, and strategic objectives, as well as their views on our executive compensation program and pay levels. Our CEO attended all Compensation Committee meetings held during 2022, other than meetings and executive sessions to which he was not invited. Our CEO did not participate in the Compensation Committee discussions regarding his individual performance and final annual compensation. Only members of the Compensation Committee vote on matters before that Committee.

Under the Compensation Committee Charter, the Compensation Committee is authorized to select, retain and direct the activities, and terminate the services, of compensation advisers, as well as approve fees and expenses of such advisers. During 2022, the Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide advice to the Compensation Committee on certain executive compensation matters. In addition, during 2022, the Compensation Committee consulted Dechert LLP (“Dechert”) on certain legal aspects of executive officer compensation. During 2022, the Compensation Committee requested advice on a variety of issues from Pearl Meyer, including our annual and long-term executive incentive compensation program structures and performance metrics, CEO pay-for-performance, non-employee director compensation, the voting policies of proxy advisers and the composition of our compensation peer group, as well as our say-on-pay proposal and other compensation disclosures included in our proxy statement for our 2022 Annual Meeting. Neither Pearl Meyer nor the Company provided any services to the other during 2022, apart from the advisory services provided by Pearl Meyer to the Compensation Committee. Dechert provided services to the Company as outside executive compensation counsel. In such capacity, Dechert advised the Company regarding general governance inquiries related to executive compensation matters, periodic securities law advice regarding equity grant practices and employment matters, periodic tax advice relating to non-qualified deferred compensation and equity grants, and general advice regarding our say-on-pay proposal and other compensation disclosures in our proxy statement for our 2022 Annual Meeting. The Company routinely is engaged by Dechert to provide services to it or its clients in the ordinary course of our business. After consideration of the above factors, including any relationships with any Compensation Committee member or executive officer of the Company, if applicable, as well as information supplied by Pearl Meyer, including its independence letter, the Compensation Committee concluded that Pearl Meyer was independent and not subject to any conflicts of interest when providing services to the Compensation Committee. After considering Dechert’s relationships with the Company and its subsidiaries, and Dechert’s conflicts of interest policy and practices, the Compensation Committee concluded that Dechert is not independent but determined that it offers unique, well-rounded perspectives on our executive officer compensation and other matters, and the legal advice it provides is aligned with the interests of the Company. The Compensation Committee currently intends to continue to consult with Pearl Meyer and applicable outside counsel on executive officer compensation and other matters from time to time. Payments to Pearl Meyer did not exceed $120,000 for 2022.

During the year ended December 31, 2022, no director who served as a member of the Compensation Committee has served as one of our officers or employees at any time. No executive officer serves as a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or Compensation Committee.

The Nominating, Corporate Governance and Social Responsibility Committee consists of only non-employee directors, who qualify as independent directors under our Categorical Standards of Director Independence and the NYSE’s corporate governance rules.

Non-employee directors receive annual retainer and equity compensation as described below pursuant to the FTI Consulting, Inc. Non-Employee Director Compensation Plan, amended and restated effective as of January 1, 2016 (the “Director Plan”). We reimburse our non-employee directors for their out-of-pocket expenses incurred in the performance of their duties as our directors (including expenses related to spouses when spouses are invited to attend Board events). We do not pay fees for attendance at Board and Committee meetings.

The following table describes the components of non-employee director compensation for 2022:

Our following governance policies can be found on the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/about/governance. Our policies and the other information on our website do not constitute a part of this Proxy Statement. Paper copies of our policies (as well as the Charters of each of our Committees) may be obtained, without charge, upon request, by contacting the Corporate Secretary, FTI Consulting, Inc., 16701 Melford Blvd., Suite 200, Bowie, MD 20715 or by email to FTI2023annualmeeting@fticonsulting.com. Our governance policies are available on the Company’s website at www.fticonsulting.com under “About FTI — Governance” at https://www.fticonsulting.com/about/governance and at the below website links:

The Nominating, Corporate Governance and Social Responsibility Committee regularly reviews corporate governance developments and recommends modifications or new policies for adoption by the Board and the Committees, as appropriate, to enhance our corporate governance policies and practices and to comply with the laws and rules of the SEC, the NYSE and other regulators.

The Board is committed to maintaining strong corporate governance practices, which include:

Our Corporate Governance Guidelines provide the Board with flexibility to choose the leadership structure that it deems best for the Company based upon our business needs, prospects, opportunities and strategic goals at the time, including separating the roles of Chairman of the Board and CEO. In December 2013, the Board appointed Gerard E. Holthaus as its non-employee independent Chairman of the Board. In determining who should hold the position of Chairman, the Board considered Mr. Holthaus’ experience since 2006 as the Board’s independent Presiding Director. The Board also considered each director’s individual experience and his or her experience serving as a director of other companies, particularly the experience of non-U.S. directors serving on the boards of directors of companies in locations where non-executive or independent chairmanships are common. The Board believes that Mr. Holthaus’ continuing service as Chairman of the Board provides continuity in leadership and governance. The Board periodically reviews its leadership structure and may make changes in the future.

The Board also believes that separation of the CEO and Chairman of the Board positions balances the role of the Board to oversee the Company’s business, on the one hand, and management’s responsibilities to manage the Company’s operations on a day-to-day basis, on the other hand. Our CEO is responsible for setting the strategic vision of the Company, leading the Company’s day-to-day business, managing the executive officers and other key employees directed with implementing plans and carrying out operations and reporting to the Board. The Chairman of the Board structures the agendas for the Board meetings to ensure that topics deemed important by the independent directors are addressed, as well as to allow the Board to express its views on the Company’s management, operations, material transactions, strategy and execution. As Chairman, Mr. Holthaus (i) presides over meetings and executive sessions of the Board and executive sessions of the independent directors, (ii) acts as a liaison between management and the independent directors, (iii) consults with our CEO, (iv) ensures that the Board and our CEO understand each other’s views on critical matters, (v) monitors significant issues occurring between Board meetings and ensures Board involvement when appropriate, (vi) ensures the adequate and timely exchange of information and supporting data between the Company’s management and the Board, and (vii) receives shareholder communications addressed to the independent directors. Periodically, the Chairman may join with management to engage with investors, employees and other stakeholders.

We are exposed to a number of risks, including financial risks, operational risks, reputational risks, strategic risks, human capital risks, competitive risks, risks relating to operating in foreign countries, day-to-day management risks, information privacy-, data- and technology-related risks, including cybersecurity risks, general economic and business risks, legal, regulatory and compliance risks, including risks associated with the Foreign Corrupt Practices Act (the “FCPA”) and foreign anti-bribery laws, and environmental, social and governance (“ESG”)- and sustainability-related risks, including risks relating to climate change. The Board has delegated the critical responsibility for overall risk oversight to the Audit Committee, which reports to the Board. Management of the Company has primary responsibility for performing risk assessments, identifying and monitoring risks, establishing policies and processes, formulating strategies, implementing and carrying out corporate responses, and reporting to the Audit Committee or other responsible Committee of the Board.

FTI Consulting analyzes and assesses information security risks, including cybersecurity risks, associated with our business on an ongoing basis. As part of our program, we routinely test our controls and information systems. We also provide information security training for our employees annually, conduct phishing simulations, and provide periodic cybersecurity communications to all employees. Our Chief Information Officer works closely with our Chief Compliance Officer to review and assess cybersecurity- and other information technology-related risks, mitigate exposures and resolve any incidents.

Our Board recognizes the importance of maintaining the trust and confidence of our clients, employees, directors and vendors with respect to our information security. Mr. Fanandakis received the CERT Certificate in Cybersecurity Oversight in 2023 from the Software Engineering Institute of Carnegie Mellon University.

The Audit Committee meets regularly with our Chief Technology Officer and management to review and oversee risk exposures related to information security, cybersecurity and data protection and the steps management has taken to monitor and control such exposures. This includes the Audit Committee’s review of training, risk assessments, internal controls, security software, incident response plans and forward-looking information security strategies. The Company also performs periodic cybersecurity assessments against nationally recognized industry standards.

The Company utilizes the expertise of third parties who are periodically engaged to prepare risk evaluations, evaluate risk events and impacts, and provide advice regarding plans, technology and actions that have been identified, procured or taken to reduce our risk

At the request and direction of the Compensation Committee and the Audit Committee, management conducted an assessment of risks associated with the Company’s compensation policies and practices for the year ended December 31, 2022. This assessment included the: (i) review of programs, plans, policies, procedures and practices relating to the components of executive officer and employee compensation; (ii) review of incentive-based equity and cash compensation; (iii) identification of compensation design features that could potentially encourage excessive or imprudent risk taking; (iv) identification of business risks that these features could potentially encourage; (v) consideration of the presence or absence of controls, oversight or other factors that mitigate potential risks; (vi) assessment of potential risks; and (vii) consideration of the potential for such risks to result in a material adverse effect on the Company and its subsidiaries, taken as a whole. Based on the assessment and factors described above, the Company determined that the risks associated with its compensation programs, policies and practices are not reasonably likely to result in a material adverse effect on the Company and its subsidiaries, taken as a whole.

The Nominating, Corporate Governance and Social Responsibility Committee, pursuant to the Nominating, Corporate Governance and Social Responsibility Committee Charter, is formally charged with administering the annual self-assessments by the Board and each Committee. During the first quarter of 2023, the Board and each Committee conducted annual self-assessments to identify issues critical to their success. All directors completed the assessments. The assessments were discussed by the Board and the Committees at a joint meeting held in February 2023, during which they discussed the results and provided thorough, objective feedback, which will be used to implement performance enhancements going forward.

The Nominating, Corporate Governance and Social Responsibility Committee, pursuant to the Nominating, Corporate Governance and Social Responsibility Committee Charter, is formally charged with oversight of corporate social responsibility and human capital matters, including those pertaining to ESG. The Company’s Chief Human Resources Officer regularly reviews the Company’s policies, practices and strategies addressing corporate citizenship and community engagement, periodically reports on environmental- and sustainability-related matters, including the Company’s objectives and responses to climate change and the reduction of the Company’s environmental footprint, including greenhouse and other emissions. The Nominating, Corporate Governance and Social Responsibility Committee provides feedback and direction on the Company’s approach to these issues. It also reports on subjects of interest to the full Board and other interested Committees.

The Nominating, Corporate Governance and Social Responsibility Committee also reviews and discusses the Company’s annual corporate citizenship report, global human capital report, corporate sustainability report, and other reports and policies relating to ESG and sustainability published by the Company, which are available on the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/about/governance and at the below website links:

The Nominating, Corporate Governance and Social Responsibility Committee reviews succession and development plans with management. In 2019, the Nominating, Corporate Governance and Social Responsibility Committee established a process to plan for the succession of our CEO, which includes an annual discussion of potential in-house candidates identified by our CEO, a timeline for identification and selection of likely successors, and a timeline for identifying a successor in emergency circumstances. During 2022, the Nominating, Corporate Governance and Social Responsibility Committee, together with Company management, held discussions and identified several internal candidates who they believe are qualified to succeed our CEO.

During 2022, the Board reviewed and discussed with management the impact of COVID-19 on the Company’s business, employees, clients and vendors, and our policies and practices to respond to, and mitigate, its impact. Among other things, the Board discussed the status of FTI Consulting’s return to work initiatives and practices. In addition, Board members discussed client protocols for performing services, visiting offices, attending meetings and functions, and traveling on business. They also discussed U.S. and foreign actions that could adversely impact litigation and regulatory proceedings and back to work initiatives or travel. The Board and management also discussed the emergence and possible future impact of, and governmental, geographic or other possible responses to, new COVID-19 variants, vaccines and vaccine hesitancy, and FTI Consulting policies relating to vaccination requirements and exceptions.

Our written Code of Ethics and Business Conduct (“Code of Ethics”) and Anti-Corruption Policy (together with our Code of Ethics, our “Code of Conduct”) apply to financial professionals, including our Chief Financial Officer, corporate Controller and Chief Accounting Officer, and corporate Treasurer, as well as our CEO and all other officers, directors, employees and independent contractors of the Company and its affiliates. We require all individuals subject to our Code of Conduct to avoid conflicts of interest, comply with applicable laws (including the FCPA, other anti-bribery laws, and legal and regulatory requirements of the jurisdictions in which we have offices and/or conduct business), protect Company assets, conduct business in an honest and ethical manner, and otherwise act with integrity, in our best interests and in accordance with the Code of Conduct. The Code of Conduct prohibits insiders from knowingly taking advantage of corporate opportunities for personal benefit and taking unfair advantage of our business associates, competitors and employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice of unfair dealing. Our Code of Ethics and Anti-Corruption Policy are publicly available and can be found on the Company’s website under “About FTI — Governance” at https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/fti-code-of-conduct.pdf and https://www.fticonsulting.com/~/media/Files/us-files/our-firm/guidelines/anti-corruption-policy.pdf, respectively. If we make any substantive amendments to the Code of

We did not receive any notices of shareholder nominees for director prior to the deadline for 2023 nominations required by our Bylaws and described in our proxy statement for our 2022 Annual Meeting. Under our current Bylaws, nominations for director at an annual meeting of shareholders may be made by a shareholder who is (a) a shareholder of record on the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting at the time of giving of notice by the shareholder and at the time of the annual meeting (and any postponement or adjournment thereof) and (b) entitled to vote at the meeting in the election of each individual so nominated or on any other business; provided such shareholder delivers notice along with the additional information and materials required by our current Bylaws (which includes information required under Rule 14a-19) to the Corporate Secretary at our principal executive office of the Company located at 555 12^th Street NW, Suite 700, Washington, D.C. 20004, not earlier than the 150^th day nor later than 5:00 p.m., Eastern Time, on the 120^th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of shareholders. For the annual meeting of shareholders in 2024, you must deliver this notice no earlier than November 26, 2023 and no later than December 26, 2023. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting of shareholders, or if no annual meeting of shareholders was held in the preceding year, notice by the shareholder to be timely must be so delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. In the event that the number of directors to be elected to the Board is increased and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a shareholder’s notice will also be considered timely but only with respect to nominees for any new positions created by such increase, if it is delivered to the Corporate Secretary at our principal executive office, not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which we first make such public announcement. The postponement or adjournment of an annual meeting (or the public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

You may obtain a copy of our Bylaws, without charge, from our Corporate Secretary at FTI Consulting, Inc., 16701 Melford Blvd., Suite 200, Bowie, MD 20715, phone no. +1.410.951.4867, or by email to FTI2023annualmeeting@fticonsulting.com. We filed a copy of our Bylaws, adopted on February 20, 2023, with the SEC on February 21, 2023 as an exhibit to our Current Report on Form 8-K dated February 20, 2023. Our Bylaws are incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023.

Shareholders, employees and other interested persons may communicate with our Board or any individual director using the FTI Consulting Integrity Hotline, which allows interested persons to place confidential reports by either telephone or the Internet, without divulging their name or other personal information. The reporting website may be accessed from any Internet-enabled computer at www.fticonsulting.ethicspoint.com. Telephone reports may be placed through the FTI Consulting Integrity Hotline by calling +1.866.294.3576 (toll free) in the U.S. Reports submitted through the FTI Consulting Integrity Hotline will be sent to designated recipients within the Company, which includes our Chief Compliance Officer. If interested persons do not feel comfortable using the FTI Consulting Integrity Hotline, they may communicate with our Board, the Chairman of the Board, an individual director or the independent directors as a group by contacting our Chief Compliance Officer, by telephone to Matthew Pachman, at +1.202.312.9100, by mail to his attention at FTI Consulting, Inc., 555 12^th Street NW, Suite 700, Washington, D.C. 20004 or by email to matthew.pachman@fticonsulting.com. Communications directed to the Board, Chairman of the Board, an individual director or the independent directors as a group, depending upon the subject matter, will be directed to the Chairman of the Board, Chair of the Audit Committee or Chair of the Nominating, Corporate Governance and Social Responsibility Committee or other appropriate person who is responsible for ensuring that the concerns expressed are investigated and appropriately addressed. The Company will not filter any such communications.

In addition to Proposal No. 1 to elect as directors the nine nominees named in this Proxy Statement, we will present the three additional proposals described below at the Annual Meeting. We have described in this Proxy Statement all the proposals that we expect will be made at the Annual Meeting. We do not know of any other matters to come before the Annual Meeting. If, however, any other matters properly come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their discretion on such matters as permitted under applicable law.

The firm of KPMG has served as the Company’s independent registered public accounting firm since 2006. KPMG has confirmed to the Audit Committee and the Company that it complies with all rules, standards and policies of the Public Company Accounting Oversight Board and the SEC governing auditor independence.

The Audit Committee has appointed KPMG as the independent registered public accounting firm to audit the Company’s books and accounts for the year ending December 31, 2023. We are seeking shareholder ratification of that action. Although shareholder ratification of the appointment of KPMG is not required, we are submitting the appointment of KPMG for ratification as a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint an alternative independent registered public accounting firm if it deems such action appropriate. If shareholders do not ratify KPMG’s appointment, the Audit Committee will take that into consideration, together with such other factors it deems relevant, in determining whether to continue KPMG’s engagement as independent registered public accounting firm for the year ending December 31, 2023.

KPMG’s representative will be present, in person or by conference telephone, at the Annual Meeting, and will have the opportunity to make a statement and to respond to appropriate questions from shareholders. See the section titled “Principal Accountant Fees and Services” on page 88 of this Proxy Statement for a description of the services provided by, and fees paid to, KPMG for the fiscal years ended December 31, 2021 and December 31, 2022 and other matters relating to the procurement of services.

Shareholder Approval Required. The ratification of the appointment of KPMG as FTI Consulting, Inc.’s independent registered public accounting firm for the year ending December 31, 2023 requires a majority of the votes cast at the Annual Meeting on the proposal to be voted “FOR” this proposal. Abstentions will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 2 and will have no effect on the results of the vote on this proposal. We do not expect any broker non-votes on this proposal.

The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 2.

Our shareholders have the opportunity to vote on an advisory (non-binding) resolution (“say-on-pay”) to approve the compensation of our NEOs identified in the section titled “Information about Our Executive Officers and Compensation — Compensation Discussion and Analysis — Named Executive Officers” for the year ended December 31, 2022 on page 39 of this Proxy Statement. The Compensation Discussion and Analysis (“CD&A”) section beginning on page 39 of this Proxy Statement describes the material elements of our NEO compensation policies and program, and the principles and objectives that informed our compensation decisions, for the year ended December 31, 2022.

We conduct continuous investor engagement and outreach throughout the year. Page 46 of the CD&A describes our shareholder engagement and outreach, and pages 52 through 65 of the CD&A describe the executive compensation program adopted by our Compensation Committee for 2022. In addition, the section of the CD&A titled “Information about Our Executive Officers and Compensation — Compensation Discussion and Analysis — What Guides Our Program — How We Make Compensation Decisions — Role of Peer Companies” beginning on page 50 describes the peer group that we selected for the purpose of considering 2022 NEO compensation.

The design of our compensation program has remained consistent year-over-year. In February 2022, the Compensation Committee established the financial performance metrics governing annual incentive pay (“AIP”) and long-term incentive pay (“LTIP”) awards to the NEOs for the bonus year ended December 31, 2022. During 2022, the Compensation Committee did not modify such AIP and LTIP performance metrics or the individual pay opportunities due to the COVID-19 pandemic. When making compensation decisions for 2022, the Compensation Committee considered the significant efforts of the NEOs to deliver solid financial results while successfully navigating a period of change and volatility as a result of economic and financial conditions beyond their control, including inflation and the lingering effects of COVID-19 and the emergence of new variants, as well as management’s ability to meet the evolving needs of our clients, employees and shareholders. Our NEOs’ 2022 compensation program has been designed to:

The say-on-pay vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs for 2022 as described in this Proxy Statement.

The say-on-pay vote being presented pursuant to Section 14A of the Exchange Act is advisory and not binding on the Company, the Compensation Committee or the Board. Although the vote is non-binding, the Committee will review the voting results in connection with its ongoing evaluation of the Company’s executive compensation program, principles and objectives.

We seek the advisory vote of our shareholders on say-on-pay annually.

At the Annual Meeting, the Company will hold the advisory (non-binding) vote of shareholders on the frequency of say-on-pay votes (as discussed in Proposal No. 4, below). The next advisory (non-binding) vote on say-on-pay will be held at the annual meeting of shareholders held in 2024, unless the Company announces otherwise following the Board’s consideration of the advisory (non-binding) vote of shareholders on the frequency of the say-on-pay vote provided in Proposal No. 4.

The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 3.

As described in Proposal No. 3 above, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an advisory (non-binding) vote to approve the compensation of our NEOs. This Proposal No. 4 affords shareholders the opportunity to cast an advisory (non-binding) vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a “say-on-pay frequency proposal”). In accordance with applicable law, shareholders must be afforded this opportunity at least once every six years. Under this Proposal No. 4, shareholders may vote to have the say-on-pay vote every year, every two years or every three years or may abstain.

Our shareholders voted on a similar proposal in 2017 with the majority voting to hold the say-on-pay vote every year. After consideration of our shareholders’ advisory (non-binding) vote in favor of conducting an annual advisory (non-binding) vote to approve our executive compensation in 2017, the Board adopted an annual shareholder advisory (non-binding) vote on executive compensation and has held an annual advisory (non-binding) vote on the executive compensation of named executive officers since then. We continue to believe that say-on-pay votes should be conducted every year so that our shareholders may annually express their views on our executive compensation programs. It is expected that the next vote on a say-on-pay frequency proposal will occur at the 2029 annual meeting of shareholders.

As an advisory vote, this say-on-pay frequency proposal is not binding on the Company, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by our shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-pay vote.

Shareholder Vote Required. We will consider the option that receives the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting as the frequency choice of the shareholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by shareholders. Because this say-on-pay frequency proposal is advisory, it will not be binding. Abstentions and broker non-votes will not be counted as votes cast with respect to Proposal No. 4 and will have no effect on the results of the vote on this proposal.

The Board of Directors Unanimously Recommends That You Vote on Proposal No. 4. to Hold Advisory (Non-Binding) Votes on Executive Compensation of Our Named Executive Officers Every One Year.

There were 33,983,032 shares of our Common Stock issued and outstanding as of the close of business on the Record Date. The following table shows the beneficial ownership of our Common Stock by:

For the executive officers, directors and director nominees, the beneficial ownership information is presented as of the close of business on the Record Date, except as otherwise noted. For the shareholders who own beneficially more than 5% of our outstanding shares of Common Stock, the information is presented as of the date of the most recent Schedule 13G/A filed by each such shareholder with the SEC as of the date of this Proxy Statement.

The amounts and percentages of shares of Common Stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities with respect to which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of Common Stock and has not pledged any of our securities to secure or serve as collateral for any indebtedness or other obligations.