| ITEM 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 8, 2025, FTI Consulting, Inc. (“FTI Consulting” or the “Company”) and Steven H. Gunby, President and Chief Executive Officer (“CEO”), entered into an Amended and Restated Employment Agreement (the “A&R Employment Agreement”), amending and restating the employment agreement originally entered into as of December 13, 2013, and further amended from time to time (the “Original Agreement”). The A&R Employment Agreement was approved by the Compensation Committee of the Board of Directors (the “Board”) of the Company on December 5, 2025. The A&R Employment Agreement extends the term of the Original Agreement, which was scheduled to terminate on the close of business on June 2, 2027, through the close of business on June 6, 2029 (the “Additional Term”). The Additional Term and each “Renewal Term” (as hereafter defined) will automatically be extended for an additional one-year period (each a “Renewal Term”), unless, (A) the A&R Employment Agreement has been earlier terminated pursuant to its terms, or (B) (i) the CEO has given one hundred twenty (120) days’ prior written notice to FTI Consulting, or (ii) FTI Consulting has given ninety (90) days’ prior written notice to the CEO, of his or its intention not to extend the A&R Employment Agreement for the applicable Renewal Term. The foregoing summary of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Also on December 5, 2025, the Board appointed Ulrike Rabl, 47, as Chief Human Resources Officer, effective January 1, 2026. In connection with Ms. Rabl’s appointment, Holly Paul, the Company’s current Chief Human Resources Officer, will cease serving in that role and as an executive officer of the Company, effective December 31, 2025. Ms. Paul will transition into a senior advisory role. In connection with this transition, the Company and Ms. Paul entered into a Status of Employment Letter (the “Paul Employment Letter”), dated December 5, 2025. Ms. Paul’s existing Offer of Employment Letter, originally dated July 15, 2014, by and between the Company and Ms. Paul, as previously amended, will terminate December 31, 2025, and the Paul Employment Letter will become effective on January 1, 2026. The Paul Employment Letter provides that Ms. Paul will serve on an as-needed basis and will provide services at an hourly rate. Ms. Paul will be eligible to receive a discretionary bonus with a target of 100% of the aggregate hourly fees paid in any calendar year. Ms. Paul’s as-needed status, hourly rate and target discretionary bonus will remain in effect through March 31, 2028. The foregoing summary of the Paul Employment Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Paul Employment Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| ITEM 7.01. |
Regulation FD Disclosure |
A copy of the Company’s press release dated December 9, 2025 announcing the Company’s Chief Human Resources Officer transition is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference herein.
| ITEM 9.01. |
Financial Statements and Exhibits |
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| 10.1 |
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Amended and Restated Employment Agreement, dated December 8, 2025, by and between FTI Consulting, Inc. and Steven H. Gunby. |
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| 10.2 |
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Status of Employment Letter, dated December 5, 2025, by and between FTI Consulting, Inc. and Holly Paul. |
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| 99.1 |
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Press Release dated December 9, 2025 of FTI Consulting, Inc. |
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| 104 |
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The Cover Page from FTI Consulting’s Current Report on Form 8-K dated December 5, 2025, formatted in Inline XBRL. |
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