Exponent (EXPO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2025, with shareholders of record as of April 9, 2025, eligible to vote on key proposals, including director elections, auditor ratification, and executive compensation approval.

• Shareholders can vote electronically, by phone, or by mail, and may submit questions in advance or during the meeting.

• The Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms, with a majority vote standard for uncontested elections.

• Proposal 2 seeks ratification of KPMG LLP as the independent auditor for fiscal 2025.

• Proposal 3 is an advisory vote on 2024 executive compensation; the Board recommends approval.

• Shareholders may submit proposals and director nominations for the 2026 meeting, following SEC rules and company bylaws.

Board of directors and corporate governance

• The Board consists of six nominees, with a majority deemed independent under Nasdaq standards.

• Board committees include Audit, Human Resources, and Nominating and Governance, all composed of independent directors.

• The Board held eight meetings in 2024, with all directors attending at least 75% of meetings.

• The company separates the CEO and Chairman roles and designates a Lead Independent Director.

• The Board has adopted codes of conduct and ethics, and maintains an insider trading policy.