FTI CONSULTING, INCFCN
FTI CONSULTING, INC Stock Compensation Disclosure
Share-Based Compensation
Share-Based Incentive Compensation Plan
Under the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan, as amended, there were 1,144,986 shares of common stock available for grant as of December 31, 2025.
Share-Based Compensation Expense
The table below reflects the total share-based compensation expense recognized in our Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||||||||||||||||
| Income Statement Classification | 2025 | 2024 | 2023 | |||||||||||||||||
| Direct cost of revenues | $ | 26,821 | $ | 22,179 | $ | 19,067 | ||||||||||||||
| Selling, general and administrative expenses | 14,884 | 20,002 | 17,205 | |||||||||||||||||
| Total | $ | 41,705 | $ | 42,181 | $ | 36,272 | ||||||||||||||
Restricted Share Awards
The following table summarizes our restricted share awards activity during the year ended December 31, 2025.
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Restricted share awards outstanding at December 31, 2024 | 611 | $ | 147.80 | ||||||||
| Restricted share awards granted | 159 | $ | 165.35 | ||||||||
| Restricted share awards vested | (159) | $ | 98.99 | ||||||||
| Restricted share awards forfeited | (37) | $ | 171.69 | ||||||||
| Restricted share awards outstanding at December 31, 2025 | 574 | $ | 164.70 | ||||||||
As of December 31, 2025, there was $61.7 million of unrecognized compensation cost related to unvested restricted share awards. That cost is expected to be recognized ratably over a weighted average period of 3.8 years. The total fair value of restricted share awards that vested during the years ended December 31, 2025, 2024 and 2023 was $26.8 million, $28.1 million and $29.0 million, respectively.
Restricted Stock Units
The following table summarizes our restricted stock units activity during the year ended December 31, 2025.
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Restricted stock units outstanding at December 31, 2024 | 489 | $ | 130.79 | ||||||||
| Restricted stock units granted | 115 | $ | 166.84 | ||||||||
| Restricted stock units released | (104) | $ | 91.92 | ||||||||
| Restricted stock units forfeited | (18) | $ | 179.09 | ||||||||
| Restricted stock units outstanding at December 31, 2025 | 482 | $ | 146.01 | ||||||||
As of December 31, 2025, there was $38.2 million of unrecognized compensation cost related to unvested restricted stock units. That cost is expected to be recognized ratably over a weighted average period of 3.8 years. The total fair value of restricted stock units released for the years ended December 31, 2025, 2024 and 2023 was $17.9 million, $8.7 million and $6.6 million, respectively.
Performance Stock Units
Performance stock units represent common stock potentially issuable in the future, subject to achievement of either market or performance conditions. Our current outstanding performance stock units that are subject to market conditions vest based on the adjusted total shareholder return of the Company as compared to the adjusted total shareholder return of the Standard & Poor’s 500 Index over the applicable performance period. Our current outstanding performance stock units that are subject to performance conditions vest based on Adjusted EBITDA metrics over the applicable performance period. The vesting and payout range for all of our performance stock units is typically between 0% and up to 150% of the target number of shares granted at the end of a - or three-year performance period.
The following table summarizes our performance stock units activity during the year ended December 31, 2025.
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Performance stock units outstanding at December 31, 2024 | 208 | $ | 190.14 | ||||||||
Performance stock units granted (1) | 106 | $ | 158.26 | ||||||||
| Performance stock units released | (59) | $ | 164.88 | ||||||||
Performance stock units forfeited (2) | (44) | $ | 184.44 | ||||||||
| Performance stock units outstanding at December 31, 2025 | 211 | $ | 182.42 | ||||||||
(1) Performance stock units granted are presented at the maximum potential payout percentage of 150% of target shares granted.
(2) Performance stock units are forfeited when the market or performance conditions for maximum payout are not achieved, including performance stock units that do not achieve any payout, or the employee is terminated prior to vesting.
As of December 31, 2025, there was $6.2 million of unrecognized compensation cost related to unvested performance stock units. That cost is expected to be recognized ratably over a weighted average period of 0.8 years. The total fair value of performance stock units released during the years ended December 31, 2025, 2024 and 2023 was $11.1 million, $15.2 million and $11.7 million, respectively.
The weighted average grant date fair value per share of restricted share awards, restricted stock units and performance stock units awarded during the years ended December 31, 2025, 2024 and 2023 was $163.83, $211.79 and $187.85, respectively. The fair value of our restricted share awards, restricted stock units and performance stock units that are subject to performance conditions is determined based on the closing market price per share of our common stock on the grant date. The fair value of our performance stock units subject to market conditions is calculated using a Monte Carlo pricing model as of the grant date.
Stock Options
We did not grant any stock options during the years ended December 31, 2025, 2024 and 2023. Historically, we used the Black-Scholes option-pricing model to determine the fair value of our stock option grants.
The following table summarizes our stock option activity during the year ended December 31, 2025.
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||
Stock options outstanding at December 31, 2024 | 60 | $ | 37.93 | |||||||||||||||||||||||
| Stock options exercised | (38) | $ | 36.53 | |||||||||||||||||||||||
Stock options outstanding and exercisable at December 31, 2025 | 22 | $ | 40.36 | 1.2 | $ | 2,876 | ||||||||||||||||||||
Cash received from option exercises for the years ended December 31, 2025, 2024 and 2023 was $1.4 million, $10.9 million and $1.3 million, respectively. The tax benefit realized from stock options exercised was immaterial for each of the years ended December 31, 2025, 2024 and 2023.
The intrinsic value of stock options exercised is the amount by which the market value of our common stock on the exercise date exceeds the exercise price. The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024 and 2023 was $4.9 million, $52.0 million and $6.0 million, respectively.
As of December 31, 2025, there was no unrecognized compensation cost related to stock options.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.