Exponent (EXPO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with shareholders of record as of April 8, 2026, 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 for all six director nominees, ratification of KPMG LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposals include electing six directors for one-year terms, ratifying KPMG LLP as auditor for fiscal 2026, and an advisory vote on 2025 executive compensation.

• Majority vote is required for each proposal; abstentions and broker non-votes have no effect on director elections and executive compensation proposals.

• Shareholders may submit proposals and director nominations for the 2027 meeting following SEC rules and company bylaws.

Board of directors and corporate governance

• Six nominees for the board include experienced leaders from legal, technology, consulting, and academic backgrounds.

• A majority of the board is independent per Nasdaq standards; Ms. Richardson will become Chairman after Dr. Johnston retires.

• The board held six meetings in 2025, with all directors attending at least 75% of meetings.

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

• The board separates CEO and Chairman roles and has guidelines for board leadership and risk oversight.