DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Exponent, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2026 NOTICE OF

ANNUAL STOCKHOLDERS MEETING

AND PROXY STATEMENT

Exponent, Inc.

149 Commonwealth Drive

Menlo Park, CA 94025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2026

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Exponent, Inc., a Delaware corporation (the “Company”), will be held in a virtual format on Thursday, June 4, 2026, at 8:00 a.m. Pacific time, for the following purposes:

•

To elect six directors for a term of one year;

•

To ratify the appointment of KPMG LLP, as independent registered public accounting firm for the Company for the fiscal year ending January 1, 2027;

•

To approve, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers; and

•

To attend to other matters that may properly come before the Annual Meeting.

Stockholders owning the Company’s shares at the close of business on April 8, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. We will make available, through electronic means, a list of stockholders of record as of the Record Date for inspection by stockholders for any purpose related to the meeting for ten days prior to the meeting. If you want to inspect this list, please send your request, along with proof of ownership, by email to investor-relations@exponent.com. The list will also be available to stockholders at meetnow.global/MGTD45N during the live webcast of the Annual Meeting.

There is no physical location for the Annual Meeting. All stockholders of record as of the Record Date are cordially invited to attend the virtual Annual Meeting. You may participate in the Annual Meeting by visiting meetnow.global/MGTD45N.

FOR THE BOARD OF DIRECTORS

Gina P. Flynn, Vice President, General Counsel and ..........Corporate Secretary

Menlo Park, California

April 20, 2026


About the Annual Meeting	1
Proposal No. 1—Election of Directors	4
Board Independence	9
Board Meetings, Committees, and Board Leadership	10
Report of the Audit Committee of the Board of Directors	17
Relationship with Independent Registered Public Accounting Firm	19
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm	20
Proposal No. 3—Advisory Vote to Approve Executive Officer Compensation for Fiscal 2025	21
Security Ownership of Certain Beneficial Owners and Management	24
Executive Officer Compensation	26
Compensation Discussion and Analysis	26
Report of the Human Resources Committee of the Board of Directors	33
Summary Compensation Table	34
Grants of Plan-Based Awards in Fiscal 2025 Table	35
Outstanding Equity Awards At Fiscal 2025 Year-End Table	37
Option Exercises and Stock Vested in Fiscal 2025 Table	38
Nonqualified Deferred Compensation in Fiscal 2025 Table	39
CEO Pay Ratio	39
Pay Versus Performance Disclosure 2025	41
Equity Compensation Plan Information in Fiscal 2025	43
Certain Relationships and Related Transactions	44
Other Matters	45

EXPONENT, INC.

PROXY STATEMENT

FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Exponent, Inc., a Delaware corporation (“we,” “our,” “us,” or the “Company”). The Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually, on Thursday, June 4, 2026 at 8:00 a.m. Pacific time.

As there will not be a physical location, stockholders will not be able to vote their shares in person at the Annual Meeting. The only way for stockholders to vote their shares is to submit a proxy in advance of the meeting using one of the methods described in the proxy materials for the Annual Meeting or to attend the meeting virtually per the instructions below.

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. If you were a stockholder of record as of the close of business on April 8, 2026, (the “Record Date”), or hold a legal proxy for the meeting provided by your bank, broker or nominee, you are entitled to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting by visiting meetnow.global/MGTD45N.

To be admitted to the Annual Meeting as a “stockholder” (with the option to vote your shares, examine the stockholder list and submit questions during the meeting), you must follow specific instructions, including, for stockholders of record, entering the control number you previously received and, for beneficial owners, obtaining a legal proxy and registering in advance for the virtual meeting.

If you are a beneficial owner and hold your shares in “street name,” through an intermediary, such as a bank, broker or other nominee, you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare Trust Company, N.A. (“Computershare”). Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time, on Monday, June 1, 2026. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials.

Beneficial owners that are unable to register in advance may still attend the 2026 Annual Meeting by visiting meetnow.global/MGTD45N as a “guest” but will not have the option to vote shares electronically or submit questions during the live webcast of the meeting. Stockholders may also submit questions in advance of the Annual Meeting by emailing your question, along with proof of ownership, to investor-relations@exponent.com. We will, subject to time constraints, answer all questions that are pertinent to the business of the Annual Meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page for the Annual Meeting.

What is the Purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon matters outlined in the accompanying notice of the Annual Meeting and transact such other business that may properly come before the Annual Meeting.

Who is Entitled to Vote?

Only stockholders of record at the close of business on April 8, 2026 (the “Record Date”), will receive notice of the Annual Meeting and are entitled to vote at the Annual Meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted upon. There are no cumulative voting rights.

If you hold your shares in “street name” and do not provide your bank, broker or other nominee holder with instructions on how to vote your shares, such bank, broker or other nominee holder may, in its discretion, either vote your shares or leave your shares without a vote (a “broker non-vote”) with respect to “routine” matters. Proposal No. 2 is a “routine” matter. As a result, your bank, broker or other nominee holder is permitted to exercise discretionary voting authority to vote your shares for that proposal. Your bank, broker or other nominee holder may not exercise discretionary voting authority on “non-routine” matters and as such may not vote your shares with respect to Proposals No. 1 and No. 3, resulting in a broker non-vote for each proposal, unless you provide your brokerage firm with voting instructions. We encourage you to provide instructions to your bank, broker or other nominee holder by voting your proxy. This ensures your shares will be voted at the Annual Meeting.

We have provided our stockholders access to our proxy materials over the internet in accordance with rules and regulations adopted by the United States Securities and Exchange Commission (“SEC”). Therefore, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about April 20, 2026 to all stockholders entitled to vote at the meeting. The Notice will have instructions for stockholders on how to access Exponent’s proxy materials via a website or how to request that a printed copy of the proxy materials be mailed to them. The Notice will also have instructions on how to elect to receive all future proxy materials electronically or in printed form. If you choose to receive future proxy materials electronically, you will receive an email each year with instructions on how to access the proxy materials and proxy voting site.

The SEC has adopted rules that allow companies and intermediaries, such as brokers, to deliver a single copy of certain proxy materials to certain stockholders who share the same address, a practice referred to as “householding.” Some banks, brokers and other nominees will be householding Exponent’s proxy materials, unless contrary instructions are received from the affected stockholders. Once you have received notice from your broker or other nominee holder of your Exponent common stock that the broker or other nominee holder will be householding the proxy materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials, or if you are receiving multiple copies of the proxy materials and wish to receive only one copy, please notify your broker or other nominee holder of your Exponent common stock. We will deliver promptly, on written or oral request, a separate copy of our proxy materials, including our annual report to stockholders, to each stockholder participating in householding. To request that proxy materials be householded or to request separate copies of proxy materials, please contact us at: Corporate Secretary, 149 Commonwealth Drive, Menlo Park, CA 94025 or by telephone at (650) 326-9400.

How Do I Vote?

You may vote by telephone, via the internet, or electronically during the virtual meeting. To vote by telephone or via the internet, please follow the instructions provided in the Notice. If you are a stockholder of record and elected to receive printed proxy materials, you may submit your proxy by mail. To vote by mail, you must sign your proxy card and send it in the enclosed prepaid, addressed envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If you return a signed card but do not provide voting instructions, your shares will be voted as recommended by the Board of Directors:

 For the six named nominees to the Board of Directors;

 For the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s auditor for the fiscal year ending January 1, 2027; and

 For the approval, on an advisory basis, of the fiscal 2025 compensation of the Company’s named executive officers.

What if I Change My Mind After I Vote?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do so by voting by telephone or via the internet, by signing and delivering another proxy with a later date if you are a stockholder of record and elected to receive printed proxy materials or by voting during the virtual Annual Meeting. Your proxy with the latest date is counted.

What Does it Mean if I Receive More than One Notice?

It means you have multiple accounts with the transfer agent and/or with brokers. Please provide voting instructions for all Notices you receive.

What Constitutes a Quorum and What Vote is Required to Approve the Proposals?

The presence of the holders of record of a majority in voting interest of the shares of stock of the Company outstanding, as of the Record Date, entitled to be voted at the meeting and present in person or by proxy at the meeting constitutes a quorum at the Annual Meeting.

Shares that are voted “For” or “Against” proposals are treated as being present at the Annual Meeting for purposes of establishing a quorum and are deemed to be “votes cast” at the Annual Meeting with respect to the proposals. Abstentions and broker non-votes will also be included for purposes of determining whether a quorum of shares is present at the Annual Meeting.

Proposal No. 1 – Election of Directors requires that each director nominee receives a majority of votes cast "For" his or her election. Abstentions and broker non-votes are not counted as votes cast for or against a director nominee and as such will have no impact on Proposal No. 1 – Election of Directors.

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon for approval. Abstentions will have the same effect as a vote against this proposal. Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm is considered to be a "routine" matter and, as such, the Company does not expect any broker non-votes on this proposal.

Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation for fiscal 2025 requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon for approval. Abstentions will have the same effect as a vote against this proposal. Proposal No. 3—Advisory Vote on Named Executive Officer Compensation for fiscal 2025 is considered to be a "non-routine" matter and as such, failure to provide voting instructions on this proposal to your bank, broker or other nominee holder of your shares will result in a broker non-vote. Broker non-votes will have no impact on this proposal.

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm and Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation for fiscal 2025 are advisory votes and as such, are not binding on the Company.

Signed, unmarked proxy cards are voted as recommended by the Board of Directors.

As of the Record Date, a total of 48,614,692 shares of the Company’s common stock, $.001 par value, were issued and outstanding. For information regarding security ownership by management and by the beneficial owners of more than 5% of the Company’s common stock, see “Security Ownership of Certain Beneficial Owners and Management.” The closing price of the Company’s common stock on the Nasdaq Global Select Market on the Record Date was $66.75 per share.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

Six directors are to be elected to the Board at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company’s six nominees named below. Dr. Paul R. Johnston will retire from the Board effective as of the Annual Meeting. The names of, and certain information with respect to, the nominees of the Board for election as directors, are set forth below. The term of office of each person elected as a director will continue until the next Annual Meeting or until a successor has been elected and qualified. The Board has determined that a majority of the members of the Board are independent directors within the meaning of applicable Nasdaq listing standards.

Required Vote

The Company’s Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections. Each current director has provided an irrevocable, conditional resignation which is effective only if (i) he or she fails to receive the required majority vote at any annual meeting at which he or she faces re-election and (ii) the Board accepts such resignation. If an incumbent director fails to receive the required majority vote for re-election, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board.

The election of directors pursuant to this Proposal is an uncontested election, and, therefore, the majority vote standard will apply. Abstentions and broker non-votes will not have any effect on the outcome of this Proposal. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW:


George H. Brown

Age:	68

Director Since:	2020

Recent Business Experience:	Mr. Brown has been an attorney for over three decades, specializing in complex business litigation. He is a Retired Partner with Gibson Dunn & Crutcher LLP, where he practiced in the Palo Alto and Los Angeles offices. His clients included large global companies, boards, CEOs and CFOs in matters involving securities class actions, corporate governance disputes and related investigations work. Mr. Brown also has expertise in accounting and valuation disputes and taught a course on accounting and finance for business litigation at UC Berkeley School of Law for several years. Previously, he was also a law professor at UCLA School of Law. He recently served as the inaugural Executive Director, Stanford Center for Racial Justice at Stanford Law School. Mr. Brown previously served as a board director of Silicon Valley Community Foundation and was chair of its audit committee. He is currently a board director of Children’s Hospital Los Angeles, and serves on its audit committee. Mr. Brown also served on the board of Housing Trust Silicon Valley where he served as board chair. He was previously vice chair of the board for Fresh Lifelines for Youth. He also previously served as a national trustee for Boys & Girls Clubs of America and as board chair for the Boys & Girls Clubs of Metro Los Angeles. Mr. Brown is a senior fellow with American Leadership Forum Silicon Valley and previously served on its board. Prior to that Mr. Brown also served on the board of the Lawyers’ Committee for Civil Rights for the San Francisco Bay Area, and later served as its board co-chair. Mr. Brown received his B.S. degree in accounting from University of Minnesota, and his M.B.A./J.D. from UCLA Anderson School of Management and UCLA School of Law. He is a member of the California State Bar and is a California Certified Public Accountant (inactive). The Company believes that Mr. Brown’s record of success as an advisor to large global companies, boards and executives and as a partner in large professional service organizations qualifies him to serve as a director of the Company. The Company also considered Mr. Brown’s prior experience on and contributions to the Board in connection with his nomination.


Catherine Ford Corrigan, Ph.D.

Age:	57

Director Since:	2018

Recent Business Experience:	Dr. Corrigan currently serves as the Company's President and Chief Executive Officer. Dr. Corrigan joined the Company in 1996. She was promoted to Principal in the Biomechanics practice in 2002 and was appointed Group Vice President in May 2012. Dr. Corrigan was named President in July 2016. She was named Chief Executive Officer and elected to the Board of Directors in May 2018. Dr. Corrigan earned her Ph.D. (1996) in Medical Engineering and Medical Physics and M.S. (1992) in Mechanical Engineering from the Massachusetts Institute of Technology and her B.S. in Bioengineering from the University of Pennsylvania. Prior to joining Exponent, Dr. Corrigan was a researcher in the Orthopedic Biomechanics Laboratory at Beth Israel Hospital and Harvard Medical School. On February 9, 2021, Dr. Corrigan was elected to the National Academy of Engineering. The Company believes that Dr. Corrigan’s service as President and Chief Executive Officer of the Company, and extensive and unique experience with the operations of the Company, qualifies her to serve as a director of the Company. The Company also considered Dr. Corrigan’s prior experience on and contributions to the Board in connection with her nomination.


Carol Lindstrom

Age:	72

Director Since:	2017

Recent Business Experience:	Ms. Lindstrom previously served as vice chairman of Deloitte LLP, or Deloitte, a professional services firm, where she led strategic relationship management, and was also president of the Deloitte Foundation. She was a member of the Deloitte & Touche Tohmatsu Global Board of Directors for eight years. Ms. Lindstrom held many management and client leadership positions during her Deloitte career, including managing director of global strategic relationship clients in the United States; managing director of Deloitte’s e-business unit, dc.com; managing director of the Americas technology practice; managing director of the San Francisco and Orange County practices; and lead advisory and client service partner for many significant clients. Ms. Lindstrom joined Deloitte in 1995 after having served as a partner at Andersen Consulting for many years. The Company believes that Ms. Lindstrom’s record of success in senior leadership positions with large professional service organizations qualifies her to serve as a director of the Company. The Company also considered Ms. Lindstrom’s prior experience on and contributions to the Board in connection with her nomination.

Other Directorships:	Member of the Board of Genpact Limited (NYSE: G) and ASGN Incorporated (NYSE: ASGN)


Karen A. Richardson

Age:	63

Director Since:	2023 (and previously from 2013 to 2022)

Recent Business Experience:	Ms. Richardson has over 30 years of experience in the technology industry. She served as Chief Executive Officer of E.piphany, a customer relationship management software company, from 2003 to 2005. Ms. Richardson held several senior executive positions at E.piphany from 1998 to 2003. Prior to joining E.piphany, Ms. Richardson served as Vice President of Sales at Netscape Communications Corporation, an internet software company, from 1995 to 1998. The Company believes that Ms. Richardson’s record of success in senior leadership positions at technology companies qualifies her to serve as a director of the Company. The Company also considered Ms. Richardson’s prior experience on and contributions to the Board in connection with her nomination. Ms. Richardson previously served as a director of the Company from 2013 to June 2022. On February 15, 2023, Ms. Richardson was re-appointed as a Director of the Company.

Other Directorships:	Member of the Board of BP, plc (NYSE: BP) and Artius Acquisition Inc. (Nasdaq: AACBU)


Richard L. Schlenker Jr.

Age:	60

Recent Business Experience:	Mr. Schlenker currently serves as the Company’s Executive Vice President and Chief Financial Officer. Effective May 1, 2026, Mr. Schlenker will cease in his role as Chief Financial Officer, but continue in his role as Executive Vice President. He joined the Company in 1990, was appointed Executive Vice President in 2010 and Chief Financial Officer in 1999. Mr. Schlenker was the Director of Human Resources from 1998 until his appointment as Chief Financial Officer. He was the Manager of Corporate Development from 1996 until 1998. From 1993 to 1996, Mr. Schlenker was a Business Manager, where he managed the business activities for multiple consulting practices within the Company. Mr. Schlenker holds a B.S. in Finance from the University of Southern California. The Company believes that Mr. Schlenker’s leadership roles in the Company, extensive and unique experience with the operations of the Company, deep financial expertise, sound judgment, and strong enterprise perspective qualify him to serve as a director of the Company.


Debra L. Zumwalt

Age:	70

Director Since:	2014

Recent Business Experience:	Ms. Zumwalt is currently the Vice President and General Counsel for Stanford University and its affiliated entities, including three hospitals. She has held this position since 2001. She is also a member of the University Cabinet. Ms. Zumwalt was a Partner with Pillsbury Winthrop Shaw Pittman LLP from 1993 to 2001 where she served on the executive board and as Managing Partner of the Silicon Valley office. The Company believes that Ms. Zumwalt’s senior leadership positions and her extensive legal background qualifies her to serve as a director of the Company. The Company also considered Ms. Zumwalt’s prior experience on and contributions to the Board in connection with her nomination.

Other Directorships	Member of the Board of Huron Consulting Group, Inc. (Nasdaq: HURN).

BOARD INDEPENDENCE

The Board has determined that the following current members of the Board are independent directors within the meaning of applicable Nasdaq listing standards: George H. Brown, Paul R. Johnston Ph.D., Carol Lindstrom, Karen A. Richardson, and Debra L. Zumwalt. Dr. Paul R. Johnston will cease to serve as a director effective as of the Annual Meeting. Under applicable SEC and Nasdaq rules, the existence of certain “related party” transactions above certain thresholds between a director and the Company are required to be disclosed and may preclude a finding by the Board that the director is independent. Except as discussed below regarding Ms. Zumwalt and transactions between Stanford University (“Stanford”) and the Company, no transactions required to be disclosed under SEC rules, and no other transactions, arrangements or relationships, existed or were considered by the Board in making its independence determinations. There is no family relationship between any of the directors and officers of the Company.

In making its determination that Ms. Zumwalt is an independent director within the meaning of applicable Nasdaq listing standards, the Board considered transactions between the Company and Stanford, of which Ms. Zumwalt is the Vice President and General Counsel. During the past three fiscal years and during the current fiscal year to date, the Company performed consulting services for Stanford. The total amount paid for these consulting services was $0, $1,299,000 and $205,000 for fiscal 2023, 2024 and 2025, respectively. Ms. Zumwalt did not have an interest in these transactions. Given the relatively small amounts involved as compared to the revenues of each of the Company and Stanford, the Board concluded that the transactions at issue and Ms. Zumwalt’s relationship with Stanford did not affect Ms. Zumwalt’s status as an independent director.

BOARD MEETINGS, COMMITTEES, AND BOARD LEADERSHIP

The Board held six meetings in fiscal 2025. Each director attended at least 75% of applicable Board meetings and committee meetings during fiscal 2025. The following table describes the Board’s committees including their current composition. The members of each committee are all independent directors within the meaning of applicable Nasdaq listing standards.


Committee Name/Number of Members	Function of Committee	Meetings in Fiscal 2025
AUDIT COMMITTEE George H. Brown—Chairperson Carol Lindstrom Karen A. Richardson Debra L. Zumwalt Based on their respective business experiences, as discussed above under “Proposal No. 1 – Election of Directors,” the Board of Directors has determined that each of Mr. Brown and Ms. Richardson is an “audit committee financial expert” as such term is defined by the SEC.	• Monitors the preparation of quarterly and annual financial reports by the Company’s management • Appoints and evaluates the Company’s independent registered public accounting firm, approves the scope of their audit services and related fees, as well as any other services being provided to the Company, meets with the auditor to discuss audit strategy, timing and matters affecting the financial statements or internal control environment, including significant risks or significant unusual transactions, non-GAAP policies or other significant matters (including resolution of any disagreements between management and the independent registered public accounting firm regarding financial reporting) and oversees the independence of the Company’s registered public accounting firm • In consultation with management and the independent registered public accounting firm oversees management's implementation and maintenance of internal control over accounting and financial reporting and considers the integrity of the Company’s financial reporting process and internal control regarding finance and accounting • Oversees the Company's compliance with legal and regulatory requirements	8 meetings
HUMAN RESOURCES COMMITTEE Debra L. Zumwalt—Chairperson George H. Brown Carol Lindstrom Karen A. Richardson	• Oversees the general compensation and benefit policies for all employees and the specific compensation plan for officers of the Company • Oversees the succession plan for the position of Chief Executive Officer • Oversees the employee development and management succession programs at the Company	5 meetings

      
     •Approves awards under the Company’s stock-based employee incentive plans
•Reviews and monitors the Company’s practices for supporting employee engagement and a welcoming workplace for all.

     NOMINATING AND
GOVERNANCE
COMMITTEE
 
Carol Lindstrom—Chairperson
George H. Brown
Karen A. Richardson
Debra L. Zumwalt

      

     •Identifies individuals qualified to become Board members
•Makes recommendations to the Board regarding nominations for the Board
•Oversees the Board’s annual evaluation of its performance and the performance of its Committees
•Reviews and recommends to the Board compensation for non-employee directors
•Recommends directors for appointment to Board Committees
•Oversees corporate governance
•Considers matters of corporate social responsibility and matters of significance in corporate public affairs

      

     4 meetings

    

The responsibilities of the Audit Committee, the Human Resources Committee and the Nominating and Governance Committee are set forth in written charters for each committee, which are available on the Company’s website at: https://investors.exponent.com/investors/corporate-governance/default.aspx.

Board Leadership Structure and Risk Oversight

The Company currently separates the positions of Chief Executive Officer and Chairman of the Board. However, our Corporate Governance Guidelines permit the roles of the Chairman of the Board and the Chief Executive Officer to be filled by the same or different individuals. Dr. Paul R. Johnston, the current Chairman of the Board, will retire from the Board and cease to serve as a director effective as of the Annual Meeting, whereupon Ms. Karen A. Richardson will commence serving as Chairman of the Board.

Our Corporate Governance Guidelines provide that in the event the Chairman of the Board is not an independent director, the Nominating and Governance Committee shall recommend an independent director to serve as Lead Independent Director. The Board has designated Ms. Karen A. Richardson to serve as Lead Independent Director. Effective upon Ms. Karen A. Richardson's appointment as Chairman of the Board, she shall cease serving as the Lead Independent Director and no director will hold such position.

For so long as there is a Lead Independent Director, he or she shall:

•

Chair any meeting of the independent directors in executive session;

•

Work with the Chairman of the Board and/or the Chief Executive Officer in the preparation of the Board’s annual work plan and in determining the need for special meetings of the Board;

•

Otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance; and

•

Lead the deliberation and action by the Board or a Board committee regarding any offer, proposal or other solicitation or opportunity involving a possible acquisition or other change in control of the Company, including by merger, consolidation, asset or stock sale or exchange, or recapitalization.

The Board considers oversight of risk management to be a responsibility of the full Board. The Board’s role in risk oversight includes receiving regular reports from its committees and from members of senior management on areas of material risk to Exponent, including human resources, professional practice, client concentration, finance, facilities, information technology, cybersecurity, business continuity, environmental, and social issues. The Board has delegated oversight for matters involving certain specific areas of risk exposure to its committees. Each committee reports to the Board of Directors at regularly scheduled Board meetings, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight. The Audit Committee oversees the integrity of the Company’s financial statements, risks related to the Company’s financial reporting process and internal control, and the independent registered public accounting firm’s qualifications, independence and performance. The Human Resources Committee is responsible primarily for the design and oversight of the Company’s executive compensation policies, plans and practices. A key objective of the Human Resources Committee is to ensure that the Company’s overall executive compensation program appropriately links pay to performance and aligns the interests of the Company’s executives with its stockholders, while seeking to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. The Human Resources Committee monitors the design and administration of the Company’s compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company employees. The Human Resources Committee also reviews and monitors the Company’s practices for supporting our employees. The Nominating and Governance Committee is primarily responsible for identifying and recommending nominees for director and overseeing the annual board evaluation of its performance. Another important element of risk mitigation is ensuring a balanced, engaged and independent board. The Nominating and Governance Committee also considers matters of corporate social responsibility and matters of significance in corporate public affairs.

Nominating and Governance Committee

As described in the previous table, the Nominating and Governance Committee of the Board identifies individuals qualified to become Board members, recommends for the Board's approval director nominees for election at the next annual meeting of stockholders, oversees the Board’s annual evaluation of its performance and the performance of its committees, reviews and recommends to the Board compensation for non-employee directors, oversees corporate governance and considers matters of corporate social responsibility and matters of significance in corporate public affairs. The committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and for periodically reviewing such guidelines. The members of the Nominating and Governance Committee are all independent directors within the meaning of applicable Nasdaq listing standards. The responsibilities of this committee are set forth in the Nominating and Governance Committee Charter, which is available on the Company’s website at: https://investors.exponent.com/investors/corporate-governance/default.aspx.

The information below describes the criteria and process that the Nominating and Governance Committee uses to evaluate candidates to the Board of Directors.

Criteria for Nomination to the Board of Directors. The Nominating and Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board of Directors, and seeks to ensure that at least a majority of the directors are independent under the rules of the Nasdaq, that members of the Audit Committee meet the financial literacy requirements under the rules of the Nasdaq and at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC. Nominees for director are recommended to the Board on the basis of the appropriate size, function and needs of the Board, taking into account that the Board as a whole should have competency in the following areas: (i) industry knowledge; (ii) accounting and finance; (iii) business judgment; (iv) management; (v) leadership; (vi) business strategy; and (vii) corporate governance.

Stockholders’ Proposals for Nominees. The Nominating and Governance Committee will consider written proposals from stockholders for nominees for director. Any such nominations should be submitted to the Nominating and Governance Committee c/o the Secretary of the Company, 149 Commonwealth Drive, Menlo Park, CA 94025, and should include, in addition to the other information required under our Bylaws, the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) the name(s) and address(es) of the stockholder(s) making the nomination and the number of shares of the Company’s common stock that are owned beneficially and of record by such stockholder(s); and (c) appropriate biographical information and a statement as to the qualifications of the nominee. The nomination should be submitted in the time frame described in the Bylaws of the Company and under the caption, “Stockholder Proposals and Nominations for the 2026 Annual Meeting.”

Process for Identifying and Evaluating Nominees. The Nominating and Governance Committee believes the Company is well served by its current directors, and in the ordinary course re-nominates incumbent directors who continue to be qualified for Board service, have performed well and are willing to continue as directors. If an incumbent director is not standing for re-election, or if a vacancy on the Board occurs between annual stockholder meetings, the Nominating and Governance Committee may seek out potential candidates for Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates are selected based on input from members of the Board, senior management of the Company and, if the Nominating and Governance Committee deems appropriate, a third-party search firm. The Nominating and Governance Committee will evaluate each candidate’s qualifications and check relevant references. In addition, such candidates will be interviewed by at least one member of the Nominating and Governance Committee. Candidates meriting serious consideration will meet with the majority of the members of the Board. Based on this input, the Nominating and Governance Committee will evaluate which of the prospective candidates is qualified to serve as a director and whether the Committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or presented for approval of the stockholders, as appropriate.

The Company expects that the evaluation process for a stockholder nominee would be similar to the process outlined above.

Board Nominees for the 2026 Annual Meeting. Six directors have been nominated by the Board for election, including Mr. Brown, Dr. Corrigan, Ms. Lindstrom, Ms. Richardson, Mr. Schlenker and Ms. Zumwalt.

How to Contact the Board of Directors. Interested parties wishing to contact the Board of Directors or the non-management directors or any individual director of the Company may do so by writing to them at the following address: Corporate Secretary, 149 Commonwealth Drive, Menlo Park, CA 94025. All letters received will be categorized by the Company’s Corporate Secretary, and then forwarded to the Board, the Company’s non-management directors or such individual director, as applicable.

The Company does not have a policy requiring the directors to attend the annual stockholders’ meeting. However, all of the Company’s directors in office at the time of our last annual stockholders’ meeting attended that meeting.

Code of Business Conduct and Corporate Governance

The Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to all of the Company’s employees, officers and members of the Board of Directors. The Company has also adopted a Code of Ethics applicable to its senior financial officers, including its Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Vice President, Finance and Accounting. Copies of both documents are available on the Company’s website at: https://investors.exponent.com/investors/corporate-governance/default.aspx. The Company intends to disclose any waivers from these codes in a report on Form 8-K filed with the SEC.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees, and have implemented processes that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

Risk Management

The Company takes a comprehensive approach to risk management and seeks to employ risk management principles in all of its management processes. This comprehensive approach is reflected in the reporting processes

pursuant to which management provides information to the Board to support the Board’s role in oversight, approval and decision-making. The Board maintains oversight responsibility for the management of the Company’s risks, and closely monitors the information it receives from management to provide oversight and guidance to our management team concerning the assessment and management of risk. The Board approves the Company’s high-level goals, strategies and policies to set the tone and direction for appropriate levels of risk taking within the business.

Our Board also reviews the Company’s enterprise risk management (“ERM”) program to ensure that an appropriate ERM process is in place. This review includes a discussion of the major risk exposures identified by senior management and steps implemented to monitor and mitigate such exposures on an ongoing basis. In addition to these reviews, our senior executives with responsibility for various business functions provide the Board and its committees with periodic updates regarding the Company’s strategies and objectives, and the risks inherent thereto. Members of management most knowledgeable of relevant issues attend Board meetings to provide additional insight into items being discussed, including risk exposures. In addition, our directors have access to Company management at all times and at all levels to discuss any matters of interest, including those related to risk.

Also refer to the "Board Leadership Structure and Risk Oversight" section for additional information regarding risk management.

Cybersecurity

Risk Management and Strategy

We recognize the critical importance of cybersecurity and data privacy in safeguarding our operations, sensitive data, and maintaining the trust of our stakeholders. We acknowledge the significance of cybersecurity incidents and threats as potential risks that may impact our operations and information systems. We have developed and implemented cybersecurity and data privacy programs in accordance with the requirements of ISO standards 27001:2022 and 27701:2019, which are intended to appropriately preserve the confidentiality, integrity, and availability of information maintained by our company. These programs identify, select, maintain, operate, and improve cybersecurity and privacy controls.

We have implemented processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are designed to preserve the confidentiality, integrity, and availability of our information systems and the information residing therein. Our cybersecurity incident response plan is based on the NIST 800-61r2 “Computer Security Incident Handling Guide.” This plan is used to process security events identified through our real-time, 24x7 monitoring, and is also used to conduct security incident tabletop exercises. The incident response plan includes detailed steps for incident leadership, escalation to established partners, response protocols based on the type of incident, responsibilities for follow-up and reporting, and steps to capture lessons learned and improvement opportunities. Our vulnerability management processes include real-time monitoring for vulnerabilities and standardized reporting for managing remediation efforts. Our cybersecurity risk management processes are integrated into our overall risk management system to ensure alignment with our business objectives and strategies. We engage assessors, consultants, auditors and other third parties to execute certification audits, penetration tests, and security framework risk assessments. These external entities provide specialized expertise and insights to enhance the effectiveness of our cybersecurity risk management processes.

We have established processes to oversee and identify cybersecurity risks associated with our use of third-party service providers, including cloud service providers and AI system. We conduct due diligence assessments and evaluate contractual obligations to mitigate potential risks arising from third-party relationships.

Cybersecurity threats, including previous incidents, have the potential to materially affect our company, including our business strategy, results of operations, and financial condition. While we have not experienced material adverse effects from cybersecurity threats to date, we recognize the evolving nature of these risks and remain vigilant in our efforts to mitigate potential impacts.

Governance

Our Board of Directors provides oversight of risks from cybersecurity threats. The Security and Privacy Management Committee (the “SPMC”) consists of our Chief Financial Officer, General Counsel, Vice President of Information Technology, Chief Human Resources Officer, Director of Information Security and Director of Environmental Health and Safety. The SPMC is tasked with ensuring risks are adequately addressed within our governance framework.

We maintain a dedicated team of cybersecurity professionals. The Director of Information Security, the Information Security team, the SPMC, the Vice President of Information Technology, and the Information Technology leadership team are principally responsible for assessing and managing cybersecurity risks for our company. These individuals possess relevant expertise in cybersecurity risk management and are equipped to address the evolving nature of cyber threats. Our Director of Information Security has over 20 years of cybersecurity experience, holds several professional certifications and is an adjunct faculty member teaching courses on information security management and governance. Our cybersecurity professionals have a proven track record of executing strategic security objectives across various sectors, including utility, government, healthcare, and consulting. They bring with them experience in designing, implementing, and managing information security programs focused on quality, performance, and compliance.

Our information security team and our third-party security service providers actively monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents, ensuring timely response and resolution. Processes are in place to inform relevant management positions and committees about emerging threats and incident response activities. The Director of Information Security provides regular updates on cybersecurity risks and incidents to the Board of Directors, the SPMC, and IT leadership.

Compensation of Directors

Members of our Board of Directors who are employees of the Company do not receive additional compensation for their services as directors of the Company. Non-employee members of the Board of Directors receive:

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An annual cash retainer of $80,000;

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An annual restricted stock unit grant valued at $155,000 that cliff vests on the day prior to the Company’s next annual stockholder meeting following the grant date;

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$75,000 for serving as Chairman of the Board of Directors;

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$12,000 for serving on the Audit Committee;

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$30,000 for serving as Lead Independent Director;

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$25,000 for serving as Chairperson of the Audit Committee;

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$15,000 for serving as Chairperson of the Nominating and Governance Committee; and

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$25,000 for serving as Chairperson of the Human Resources Committee.

Director Stock Ownership Guidelines

We believe that the financial interests of our directors should be aligned with those of our stockholders. The stock ownership guideline for non-employee directors is equal to three times the director’s annual cash retainer for board service. Stock that counts towards satisfaction of our stock ownership guidelines includes shares owned outright by the non-employee director or his or her immediate family members residing in the same household or in trust and restricted stock units, whether or not vested. The value of shares owned outright is calculated as Exponent’s prior 365-day average closing common stock price. The value of restricted stock units is the grant date fair value. The calculation is done at the beginning of each year. Non-employee directors are required to achieve their stock ownership guideline within five years of the date the guidelines were adopted or the start of their service, whichever is later. If a person’s stock ownership guideline increases, that person has a five-year period to achieve the new guideline. Until the guideline is achieved, the person is required to retain at least 50% of net shares delivered in respect of restricted stock units or upon the exercise of stock options. Net shares refer to those that remain after shares are sold or netted to pay the exercise price of stock options and applicable taxes. As of April 8, 2026, all non-employee directors met the stock ownership guidelines or are expected to meet the applicable ownership guidelines within the specified time period.

DIRECTOR COMPENSATION IN FISCAL 2025

The following table sets forth information regarding outside director compensation during fiscal 2025:


Name	Fees Earned or Paid in Cash ($)		Stock Awards (1)(2)($)		Total ($)
George H. Brown		117,000		155,014		272,014
Paul R. Johnston, Ph.D.		155,000		155,014		310,014
Carol Lindstrom		107,000		155,014		262,014
Karen A. Richardson		122,000		155,014		277,014
Debra L. Zumwalt		117,000		155,014		272,014

(1)

The amounts shown in this column represent the value of unvested restricted stock unit awards granted during fiscal 2025 in accordance with FASB Accounting Standards Codification (“ASC 718"). All equity-based awards have dividend equivalent rights (“DER”), which entitle the holder of the award to the same dividend value per share as holders of common stock. DER are subject to the same vesting and other terms and conditions as the corresponding stock award. DER are accumulated and paid when the underlying stock awards vest and are forfeited if the underlying stock awards are forfeited. See Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended January 2, 2026, regarding assumptions underlying the valuation of equity awards.

(2)

George H. Brown, Paul R. Johnston, Ph.D., Carol Lindstrom, Karen A. Richardson and Debra L. Zumwalt were granted 2,009 restricted stock units on June 5, 2025, with a grant date fair value of $155,014. The following unvested restricted stock unit awards were outstanding as of January 2, 2026: Mr. Brown – 2,009, Dr. Johnston – 2,009, Ms. Lindstrom – 2,009, Ms. Richardson – 2,009, and Ms. Zumwalt – 2,009.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Report of the Audit Committee of the Board of Directors does not constitute soliciting material and should not be considered filed or incorporated by reference into any other Company filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee of the Board of Directors is responsible for general oversight of the Company’s financial accounting and reporting process. The Committee’s primary responsibilities fall into three broad categories:

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first, the Audit Committee is charged with monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s independent registered public accounting firm about quarterly and annual financial statements and key accounting and reporting matters;

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second, the Audit Committee is responsible for matters concerning the relationship between the Company and its independent registered public accounting firm, including their appointment or removal; approving the scope of their audit services and related fees, as well as any other services being provided to the Company; and overseeing the independence of the Company’s registered public accounting firm; and

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third, the Audit Committee in consultation with management and the independent registered public accounting firm considers the integrity of the Company’s financial reporting processes and control regarding finance and accounting.

The Audit Committee’s responsibilities are presented in detail in the complete charter of the Audit Committee, which is available on the Company’s website at: https://investors.exponent.com/investors/corporate-governance/default.aspx. The charter reflects standards set forth in the applicable SEC regulations and Nasdaq rules. Audit Committee members are independent as defined by these regulations and rules. The Board of Directors has determined that Mr. Brown and Ms. Richardson are “audit committee financial experts” as such term is defined by these rules and regulations.

The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention it considers necessary or appropriate to each of the matters assigned to it under the Committee’s charter.

In overseeing the preparation of the Company’s consolidated financial statements, the Audit Committee met with both management and the Company’s independent registered public accounting firm to review and discuss all quarterly and annual financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and the Audit Committee discussed the statements with both management and the independent registered public accounting firm. The Audit Committee discussed with KPMG LLP the matters required to be discussed pursuant to applicable auditing standards adopted by the Public Company Accounting Oversight Board (the “PCAOB”) together with the guidelines established by the SEC and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including, among other items, matters related to the conduct of the audit of the consolidated financial statements by the independent registered public accounting firm and its audit of the effectiveness of internal control over financial reporting pursuant to Section 404.

The Audit Committee has received from KPMG LLP the written communications required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with KPMG matters relating to its independence, including a review of both audit and non-audit services, and considered the compatibility of non-audit services with KPMG’s independence.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2026, for filing with the SEC.

     Members of the Audit Committee 

    

     George H. Brown, Chairperson

    

     Carol Lindstrom
Karen A. Richardson

     Debra L. Zumwalt 

    

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP has been the independent registered public accounting firm that audits the financial statements of the Company since 1987. In accordance with standing policy, KPMG LLP periodically changes the personnel who work on the audit. In addition to performing the audit of the Company’s consolidated financial statements, and effectiveness of internal control over financial reporting, KPMG LLP provided various other services during 2025. The aggregate fees incurred during fiscal 2025 and fiscal 2024 for each of the following categories of services are set forth below:

TABLE OF CONTENTS

AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

SEC Form DEF 14A filed by Exponent Inc.