EXPONENT INC (EXPO)
Sector: Industrials
2026 Annual Meeting Analysis
EXPONENT INC · Meeting: June 4, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2020 (within 6 years); 3-year peer group underperformance of -17.4pp does not meet the 20pp trigger threshold for a negative TSR period, no overboarding, attendance above 75%, and strong financial expertise as a CPA and audit committee chair.
CEO and director since 2018; the 3-year peer group underperformance of -17.4pp falls below the 20pp trigger threshold required to fire a No vote, no familial relationships or attendance issues are noted, and the TSR trigger does not apply.
Director since 2017; the 3-year peer group underperformance of -17.4pp is below the 20pp trigger threshold, she holds two outside board seats (Genpact and ASGN) which is within the four-seat overboarding limit, and attendance exceeds 75%.
Director since February 2023 (approximately 3 years); the 3-year peer group underperformance of -17.4pp is below the 20pp trigger threshold, no overboarding concern with two outside seats (BP and Artius), and she will become Chairman of the Board following the meeting.
Long-serving executive director (joined 1990); the 3-year peer group underperformance of -17.4pp does not reach the 20pp trigger threshold, no attendance issues are disclosed, and his deep financial and operational expertise is directly relevant to the business.
Director since 2014; the 3-year peer group underperformance of -17.4pp is below the 20pp trigger threshold, she holds one outside board seat (Huron Consulting), all attendance requirements are met, and her legal background is relevant to Exponent's professional services business.
All six director nominees receive a FOR vote. Using the company-disclosed compensation peer group as the primary benchmark, Exponent's 3-year stock return underperformed the peer median by only 17.4 percentage points, which falls just below the 20pp trigger threshold for a negative absolute TSR period. No overboarding, attendance, familial relationship, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Catherine Ford Corrigan, Ph.D.
Total Comp
$3,736,574
Prior Support
95.7%%
The CEO's total reported compensation of $3,736,574 is reasonable for a CEO at a $3.4 billion professional services company and does not appear to be a significant outlier relative to independent benchmarks for this title, sector, and market cap band. The compensation structure is appropriately weighted toward variable pay — salary of $970,000 represents roughly 26% of total compensation, well below the 40% fixed-pay ceiling, with the remainder in performance bonuses and equity awards that include measurable targets tied to revenue growth and profit margins. The prior Say on Pay vote received 95.7% support, the company has a meaningful clawback policy that complies with SEC and Nasdaq requirements, and there are no red flags on equity dilution or pay-for-performance misalignment given that bonus payouts tracked actual financial performance above target.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
39 yrs
Audit Fees
$1,133,321
Non-Audit Fees
$177,613
KPMG has audited Exponent continuously since 1987 — a tenure of approximately 39 years — which far exceeds the 25-year threshold in our policy that triggers a No vote. The proxy does disclose that KPMG periodically rotates the lead audit partner, but it provides no specific and compelling rationale (such as an active multi-year rotation plan or exceptional audit quality metrics) sufficient to waive the tenure trigger. On the fee test, non-audit fees (tax services of $177,613) represent about 15.7% of audit fees ($1,133,321), which is well within the 50% threshold and raises no independence concern; the tenure issue alone drives the Against vote.
Overall Assessment
This is a straightforward annual meeting ballot with three proposals: all six director nominees receive a FOR vote because the company's 3-year stock underperformance versus its disclosed peer group (17.4 percentage points) narrowly falls below the policy trigger, and no other director-level governance flags are present; the Say on Pay vote also receives a FOR given reasonable CEO pay levels, strong variable pay structure, measurable performance conditions, and a 95.7% prior-year approval rate. The only dissenting vote is on auditor ratification, where KPMG's 39-year tenure far exceeds the 25-year policy threshold and the proxy provides no compelling justification for continued engagement.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing