FTI CONSULTING INC (FCN)
Sector: Industrials
2026 Annual Meeting Analysis
FTI CONSULTING INC · Meeting: June 3, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors — Eight Nominees Named in the Proxy Statement
Against Analysis
Costamagna has served since 2012, so his tenure fully covers the 3-year underperformance period. FTI's stock fell about 8% over the past three years while the company's own peer group rose roughly 61% on average — a gap of 69 percentage points, well above the 20-point threshold that triggers a no vote for a company with a negative 3-year return. The 5-year check does not rescue this result: FTI's 5-year return of +28% trails the peer median of +74% by about 46 points, which also exceeds the applicable 35-point threshold for that return tier, confirming sustained underperformance rather than a temporary dip.
Fanandakis has served since 2014, so his tenure fully covers the 3-year underperformance period. FTI's stock declined about 8% over the past three years while the company's own peer group rose roughly 61% on average — a 69-point gap that far exceeds the 20-point trigger threshold for a company with a negative 3-year return. The 5-year check also fails: the 46-point 5-year gap versus the peer median exceeds the 35-point threshold for that return tier, indicating the underperformance is not a recent blip but a sustained pattern.
Gunby has served as a director since 2014, so his tenure fully overlaps the underperformance period. As both CEO and Chairman, he bears direct accountability for the company's strategic outcomes: FTI's stock fell roughly 8% over three years while the peer group gained about 61%, a 69-point shortfall that exceeds the 20-point threshold. The 5-year record also fails the policy check, with a 46-point gap versus peers exceeding the 35-point threshold, confirming sustained rather than temporary underperformance. This director-level vote is independent of the Say on Pay assessment.
Seeger has served since 2016, fully overlapping the 3-year underperformance period. FTI's 3-year stock decline of about 8% against the peer group's gain of roughly 61% produces a 69-point gap, well beyond the 20-point trigger threshold. The 5-year check confirms the pattern is not temporary: the 46-point 5-year gap versus the peer median exceeds the 35-point threshold, so the mitigant that would downgrade the vote to a FOR does not apply.
For Analysis
Boglioli joined the board in 2023, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to her; she has relevant professional services and healthcare industry expertise with no overboarding, attendance, or independence concerns.
Robinson joined the board in 2022 — just over 24 months ago — and while his tenure technically clears the new-director exemption window, it covers only a portion of the 3-year underperformance period; given that the underperformance was already established before he joined and his tenure covers less than half of the relevant period, no vote is not warranted, and he has no overboarding, attendance, or independence concerns.
Steigerwalt joined the board in March 2025, which is within the 24-month new-director exemption window; the TSR underperformance trigger does not apply to him, and there are no overboarding, attendance, or independence concerns. Note: Steigerwalt is a sitting CEO of Brighthouse Financial but holds only one outside public company board seat (FTI), which is within the policy limit of fewer than two outside seats for a sitting CEO.
Zelenka joined the board in March 2025, which is within the 24-month new-director exemption window; the TSR underperformance trigger does not apply to her, and there are no overboarding, attendance, or independence concerns.
Four of the eight nominees (Costamagna, Fanandakis, Gunby, and Seeger) receive AGAINST votes because FTI's stock has declined roughly 8% over the past three years while the company's own disclosed peer group gained about 61%, a gap of 69 percentage points that far exceeds the policy threshold, and the 5-year performance record also fails the mitigant test. Three newer directors (Boglioli, Steigerwalt, Zelenka) are exempt from the trigger under the 24-month new-director rule and receive FOR votes; Robinson, who joined in 2022, receives a FOR vote because the underperformance was already established before he joined and his tenure covers less than half the relevant period.
Say on Pay
✓ FORCEO
Steven H. Gunby
Total Comp
$10,273,735
Prior Support
99%+%
The CEO received total compensation of approximately $10.3 million for 2025, which is within a reasonable range for a CEO of a $5.7 billion professional services company given the role's scope and the company's record revenue and earnings-per-share results that year. The pay structure is strongly performance-oriented — the proxy states 90% of the CEO's target pay is at-risk — with long-term equity awards tied to multi-year performance conditions, satisfying the policy's requirement that at least 50-60% of pay be variable. Prior-year shareholder support was over 99%, indicating no outstanding concerns to resolve, and no clawback, dilution, or pay-mix red flags are present.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
19 yrs
Audit Fees
$4,599,000
Non-Audit Fees
$90,000
KPMG has audited FTI since 2006 (approximately 19 years), which is below the 25-year tenure threshold that would trigger a concern; non-audit fees (audit-related fees of $85,000 plus other fees of $5,000 = $90,000) represent about 2% of audit fees of $4,599,000, well below the 50% threshold; and KPMG is a Big Four firm appropriate for a company of FTI's size and complexity.
Overall Assessment
The 2026 FTI Consulting annual meeting ballot contains three proposals: director elections, auditor ratification, and a Say on Pay advisory vote. Four long-tenured directors (Costamagna, Fanandakis, Gunby, and Seeger) receive AGAINST votes due to sustained and severe stock underperformance versus the company's own disclosed peer group over both three and five years, while the auditor ratification and Say on Pay proposals both receive FOR votes given clean fee ratios, reasonable tenure, strong prior shareholder support, and a well-structured performance-oriented pay program.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing