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

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Exponent, Inc.

(Name of Registrant as Specified In Its Charter)

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

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20202023 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 May 28, 2020June 8, 2023

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, May 28, 2020,June 8, 2023, at 8:00 a.m. Pacific time, at 149 Commonwealth Drive, Menlo Park, California 94025¹, for the following purposes:

Stockholders owning the Company’s shares at the close of business on April 1, 202012, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. AWe will make available, through electronic means, a list of registered stockholders entitledof record as of the Record Date for inspection by stockholders for any purpose related to vote at the meeting will be available at our office located at 149 Commonwealth Drive, Menlo Park, CA 94025, for ten days prior to the meeting andmeeting. 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 the meeting locationmeetnow.global/MRHPWH2 during the meeting.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 MeetingMeeting. You may participate in person.

Please note that if you plan to attend the Annual Meeting in person and hold your shares in “street name,” that is, through a broker or other nominee, you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date. Check-in at the registration desk will be required.by visiting meetnow.global/MRHPWH2.

FOR THE BOARD OF DIRECTORS

Richard L. Schlenker, Corporate Secretary

Menlo Park, California

April 15, 202024, 2023

TABLE OF CONTENTS

EXPONENT, INC.

PROXY STATEMENT

FOR THE

20202023 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.corporation (“we,” “our,” “us,” or the “Company”). The Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the Company’s principal executive offices, 149 Commonwealth Drive, Menlo Park, California 94025,virtually, on Thursday, May 28, 2020June 8, 2023 at 8:00 a.m. Pacific time.²

As there will not be a physical location, stockholders will not be able to vote their shares in person at the Annual Meeting. The telephoneonly 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 12, 2023, (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/MRHPWH2.

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 this location is (650) 326-9400.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 5, 2023. 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 2023 Annual Meeting by visiting meetnow.global/MRHPWH2 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 Company’s 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.

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Who is Entitled to Vote?

Only stockholders of record at the close of business on the Record Date, April 1, 2020,12, 2023 (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.

Please note that ifIf you plan to attend the Annual Meeting in person and hold your shares in “street name,” that is, through aname” and do not provide your bank, broker or other nominee you will needholder with instructions on how to bring a copy of a brokerage statement reflecting your stock ownership on the Record Date. If you do not vote your proxy, your brokerage firmshares, such bank, broker or other nominee holder may, in its discretion, either vote your shares on “routine” matters 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 brokerage firmbank, broker or other nominee holder is permitted to exercise discretionary voting authority to vote your shares for that proposal. Your brokerage firmbank, 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, No. 3 and No. 3,4, 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 brokerage firmbank, 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 15, 202024, 2023 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, vote via the internet, or vote in person.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:

If you choose For a frequency of one year for the advisory vote to vote in person, you will have an opportunity to do so at the Annual Meeting. You may either bring your Notice to the Annual Meeting, or if you do not bring your Notice, the Company will pass out written ballots to anyone who was a stockholder asapprove compensation of the Record Date.Company's named executive officers.

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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 in person atduring 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, or that are voted for a frequency on proposal No.4, 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.

What Precautions is the Company Taking at the Annual Meeting in Respect of COVID-19?

In order to protect the health and safety of our employees and stockholders, we are taking special precautions in connection with the Annual Meeting due to the health impact of COVID-19. Such precautions include limiting the Annual Meeting to the items of business on the Notice of Annual Meeting of Stockholders of Exponent, Inc., which means that there will not be a separate business update provided. In addition, refreshments will not be provided. We also encourage stockholders who intend to attend the Annual Meeting to review the relevant guidance from public health authorities. In the event that we determine that it is necessary or appropriate to take additional steps related to how the Annual Meeting is conducted, including imposing additional attendance restrictions in light of public health concerns, details will be posted in advance on our website and, if possible, filed with the SEC.

What Will Happen if the Company Changes the Annual Meeting from an In-Person to a Virtual or Hybrid Format?

In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication with electronic access to a list of stockholders. If the Annual Meeting is held remotely, stockholders will have the same opportunity to participate in the meeting as they would at an in-person meeting. Please monitor the Company’s press releases, the “Investor Relations” section of the Company’s website (www.exponent.com) and the Company’s SEC filings for updated information. If you are planning to attend our meeting in person, please check the website one week prior to the meeting date. As always, we encourage you to submit a proxy to vote your shares prior to the Annual Meeting so that your shares will be represented and voted at the meeting whether or not you attend.

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 - 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 onto Approve Named Executive Officer Compensation for Fiscal 2019fiscal 2022 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 2019fiscal 2022 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. 4 – Advisory Vote on Frequency of Stockholder Advisory Votes to Approve Named Executive Officer Compensation will be determined by a plurality of votes, which means that the choice of frequency that receives the highest number of “FOR” votes will be considered the advisory vote of our stockholders. Abstentions and broker non-votes will not count as votes cast “FOR” or “AGAINST” any frequency choice, and 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 2019,fiscal 2022 and Proposal No. 4 – Advisory Vote on Frequency of Stockholder Advisory Votes on Named Executive Officers compensation 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 51,538,86250,835,148 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 $69.12$98.61 per share.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees

A Board of sixSix directors isare 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. 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. Dr. Shoven, a current director, will serve the remainder of his term, which will end at the Annual Meeting. The Board will reduce in size from seven directors to six directors at the Annual Meeting.

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 Meetingannual 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.

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

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BOARD INDEPENDENCEINDEPENDENCE

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, John B. Shoven, Ph.D. and Debra L. Zumwalt. John B. Shoven, Ph.D. was appointed Lead Independent Director in May 2018.  Under applicable Securities and Exchange CommissionSEC 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, University (“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 $174,000, $1,500,000$126,000, $38,000 and $433,000$1,000 for fiscal 2017, 2018,2020, 2021 and 2019,2022, 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,COMMITTEES, AND BOARD LEADERSHIP

The Board held four meetings in fiscal 2019.2022. Each director attended at least 75% of applicable Board meetings and committee meetings during fiscal 2019.2022. 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.

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://www.exponent.com/investors/corporate-governance/.corporate-governance.

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. In the event that the Chairman of the Board is not an independent director, the independent members of the Board will designate a Lead Independent Director. John B. Shoven, Ph.D. was appointedWe currently do not have a Lead Independent Director in May 2018.because the Chairman of the Board is not the Chief Executive officer and is an independent director. The Lead Independent Director shall:

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 business continuity.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 also monitors the design

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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 diversity, equity, and inclusion in the workplace including the review of the Company’s diversity efforts in recruiting and its processes to address potential bias in candidate screening. 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 that the Board select the director nominees for the next annual meeting of stockholders, oversees the Board’s annual evaluation of its performance, and reviews and recommends to the Board compensation for non-employee directors.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://www.exponent.com/investors/corporate-governance/.corporate-governance.

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, Global Select Market, that members of the Audit Committee meet the financial literacy requirements under the rules of the Nasdaq Global Select Market 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 20212023 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

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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 20202023 Annual Meeting. EachSix incumbent directors have been nominated by the Board for election, including Mr. Brown, Dr. Corrigan, Dr. Johnston, Ms. Lindstrom, Ms. Richardson, and Ms. Zumwalt. Of the six, five (Mr. Brown, Dr. Corrigan, Dr. Johnston, Ms. Lindstrom, and Ms. Zumwalt) were elected at the 2022 annual meeting and one (Ms. Richardson) previously served as a director of the nominees listed inCompany from 2013 to June 2022 and was appointed as a director of the proxy statementCompany on February 15, 2023. The term of Dr. Shoven, who is currently a current directormember of the Board, will expire at the Annual Meeting, and he is not standing for re-election.

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, Corporate Controller and Treasurer. Copies of both documents are available on the Company’s website at: https://www.exponent.com/investors/corporate-governance/.corporate-governance. The Company intends to disclose any waivers from these codes in a report on Form 8-K filed with the SEC.

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.

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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:

Compensation Committee Interlocks and Insider Participation

During fiscal 2019,2022, Mr. Brown, Ms. Lindstrom, Ms. Richardson, Dr. Shoven, and Ms. Zumwalt served as members of the Human Resources Committee. No member of the Human Resources Committee is or was formerly an officer or an employee of the Company or any of its subsidiaries.

During fiscal 2019,2022, none of the Company’s executive officers served as a member of the compensation committee (or other board committee performing similar functions) or as a director of an entity for which any member of the Human Resources Committee or the Board of Directors served as an executive officer.

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EXECUTIVE OFFICEROFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis explains our compensation philosophy, objectives, policies and practices with respect to our Chief Executive Officer, our Executive Vice President and Chief Financial Officer and our other three most highly-compensated executive officers, as determined in accordance with applicable SEC rules and as set out in the “Summary Compensation Table.” forth below:

We collectively refer to these five individuals as our “named executive officers.”

General Philosophy. Our fundamental compensation philosophy is to align management’s incentives with the long-term interests of our stockholders, create a sense of partnership and provide a retention vehicle. We strive to compensate our named executive officers competitively with executives and consulting professionals throughout the industry and geographies in which we operate. Executive officer compensation is based on the performance of the Company, individual achievements and the competitive environment. Individual performance assessments are based on appraisals of financial performance, professional accomplishments and leadership that meet the level of excellence demanded. We use a total compensation approach for our named executive officers, in which each element of compensation is reviewed individually and considered collectively with the other elements of our compensation program to ensure that it is consistent with the objectives of both that particular element of compensation and our overall compensation program. Our compensation program consists of the following elements: base salary, bonus, equity compensation and other benefits.

Say on Pay.During our Board and committee meetings on September 13, 2019,8, 2022, we considered the results of the “say on pay” proposal from our 20192022 proxy, on which 97.5%95.8% of votes cast by our stockholders were in support of our executive compensation policies and decisions for fiscal 2018.2021. Our approach for fiscal 20192022 on compensation policies and decisions remained consistent with our 20182021 approach and no substantial changes were made during fiscal 2019. Our compensation program consists of the following elements: base salary, bonus, equity compensation and other benefits.2022.

Board Process. The responsibility for determining the compensation of our named executive officers has been delegated by the Board of Directors to the Human Resources Committee (which is hereinafter referred to as the “Committee”). As described in more detail below, the Committee’s responsibilities include establishing the general compensation policies for all employees and overseeing the specific compensation for officers of the Company. The Committee regularly reviews these compensation programs and makes adjustments as appropriate to accomplish its objectives. The Committee met five times during fiscal 2019.  2022.

In the case of the Chief Executive Officer, the Committee reviews the Chief Executive Officer’s written assessment of her performance, evaluates the performance of the Chief Executive Officer relative to her objectives and determines the appropriate compensation. For the other executive officers, the Chief Executive Officer evaluates their performance and presents her evaluation and compensation recommendations to the Committee for review and approval. The Committee also approves all equity compensation grants. The Charter of the Committee is available on our website at: https://www.exponent.com/investors/corporate-governance/corporate-governance.

The Charter of the Committee provides for the Committee to retain, and terminate as necessary, a compensation consultant. During 2018,2022, the Committee engaged Compensia, an executive compensation consulting firm, to provide recommendations regarding the framework for performance objectives, as discussed below, and a group of publicly-traded professional service companies with revenue, operating income and business focus comparable to Exponent that will be used to develop competitive compensation data for our Chief Executive Officer and our Executive Vice President and Chief Financial Officer. For fiscal 2019,2022, the Committee reviewed competitive compensation data for the chief executive officer and chief financial officer of nineeight publicly-traded professional service companies recommended by Compensia with revenue, operating income, market capitalization, and business focus comparable to Exponent. Those companies included CRA International, FTI Consulting, Heidrick and Struggles International, Huron Consulting Group, ICF International, Korn/Ferry International, Navigant Consulting, Resources Connection, and The Hackett Group. No

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There were no changes were made to thesethis group of companies in 2019.as compared to fiscal 2021. During 2019,2022, the Committee also reviewed executive compensation survey data compiled by Radford, a compensation survey provider, for chief executive officers chief financial officers, and chief human resourcesfinancial officers of publicly-traded companies in Northern California with annual revenues in the $200 million to $999 million range. The Committee does not target compensation against a specific percentile or range of percentiles within any peer group because there are no comparable companies that offer the same technical capability and breadth of services as Exponent. We use the data for a general understanding of the marketplace. The competitive compensation data for base salary, total cash

compensation and long-term incentives and the executive compensation survey data provided by Radford were reviewed by the Committee to ensure that the Chief Executive Officer and the Executive Vice President and Chief Financial Officer’s compensation are not outliers relative to the peer group reviewed.

Compensation and Risk Management

The Committee does not believe that our executive compensation program encourages excessive or unnecessary risk-taking. By dividing our executives’ compensation into three key elements, the Committee believes it has properly weighted the performance compensation eligible to be earned by our executives appropriately between short-term and long-term goals. Additionally, the annual bonus for all executive officers is capped at two times their target bonus and 40% of each executive officer’s annual bonus is settled with fully vested restricted stock units that are not delivered for four years. These provisions add protection against disproportionately large short-term incentives. The primary component of our equity compensation program is restricted stock units, which cliff vest four years from the date of grant. The delayed vesting encourages our executives’ sustained focus on the long-term performance of the Company and encourages retention. The Committee believes our executive compensation program promotes proper alignment of our executives’ interests with those of the Company’s stockholders.

Elements of Compensation Program

Base Salary. We believe that competitive base salaries are necessary to attract and retain management talent critical to achieving our business objectives. We strive to provide base salaries commensurate with comparable executives at professional service organizations with similar revenue, operating income, market capitalization, business focus and location and with consulting professionals of similar background and experience working for both professional service organizations and in private practice. Base salaries are reviewed annually and adjusted to realign salaries with market levels after taking into account our performance, as well as the individual’s responsibilities, experience and performance. The level of total compensation relative to our other executive officers, senior scientific and engineering consultants that we hire and those that have left to compete with us are also considered when determining executive officer base salaries.

Effective April 4, 2020,1, 2023, the annual base salary for Dr. Corrigan, President and Chief Executive Officer, increased 7%6% from $675,000$850,000 to $725,000.$900,000. Dr. Corrigan’s increased annual base salary reflected a level that the Committee concluded was appropriate based upon Dr. Corrigan’s performance and the competitive compensation data. Effective April 4, 2020,1, 2023, the annual base salary for Mr. Schlenker, Executive Vice President and Chief Financial Officer, increased 4%7% from $500,000$570,000 to $520,000.$610,000. Mr. Schlenker’s increased annual base salary reflected a level that the Committee concluded was appropriate based upon Mr. Schlenker’s performance and the competitive compensation data. Effective April 4, 2020,1, 2023, the annual base salary for Dr. Murray, Group Vice President, increased 3%10% from $460,000$500,000 to $475,000.$550,000. Dr. Murray’s increased annual base salary reflected a level that the Committee concluded was appropriate based upon Dr. Murray’s performance during fiscal 2019.2022. Effective April 4, 2020,1, 2023, the annual base salary for Ms. Shepard, Chief Human Resources Officer,Dr. Reitman, Group Vice President, increased 4%9% from $360,000$535,000 to $375,000. Ms. Shepard’s$585,000. Dr. Reitman’s increased annual base salary reflected a level that the Committee concluded was appropriate based upon Ms. Shepard’sDr. Reitman’s performance during fiscal 2019. For 2020, the Committee concluded that2022. Effective April 1, 2023, the annual base salary for Dr. Kytomaa,Pye, Group Vice President, increased 12% from $335,000 to $375,000. Dr. Pye’s increased annual base salary reflected a level that the Committee concluded was competitive and would not be increased.appropriate based upon Dr. Pye’s performance during fiscal 2022.

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Bonus. Annual bonuses are designed to create an incentive and to reward named executive officers for their contributions to our performance by making a significant portion of their total compensation variable. Our bonus plan covers all employees, including all named executive officers, and the bonus pool is equal to 33% of our pre-tax income before bonuses, stock-based compensation, realized gain/loss on foreign exchange and interest income. An additional amount of up to the amount of the Chief Executive Officer’s target bonus may be added to the bonus pool if the Chief Executive Officer’s targets for revenue and profit are exceeded, as discussed below. Our bonus pool has historically been 33% and the Committee determined that this amount was competitive for fiscal 2019.2022. The total amount available in the bonus pool for fiscal 20192022 was $54,471,000.$68,755,000. Generally, 40% of each named executive officer’s annual bonus is settled with fully vested restricted stock unit awards, rather than cash, to provide a longer term incentive, under which each executive officer has the right to receive shares of our common stock four years from the date of grant. The remainder of each executive officer’s annual bonus is paid in cash.

Where a named executive officer has responsibilities for both providing direct consulting services to clients and managing a business unit, his or her performance is generally weighted toward the direct consulting activities. For a

named executive officer who has broader corporate responsibilities, such as our Executive Vice President and Chief Financial Officer, and Chief Human Resources Officer, his or her performance is based on that officer’s overall contribution to the Company.

For fiscal 2019,2022, the Chief Executive Officer’s performance was evaluated using a process previously developed with the help of Compensia, based on performance objectives in three categories: revenue, profitability, and leadership.leadership, and in the form of a Performance Award and a Qualitative Bonus, as further described below.

Performance Awards. Our 2008 Equity Incentive Plan authorizes the grant of performance awards to our executive officers. Performance awards are payable only to the extent certain performance targets, based on objective business criteria specified by the Committee, are achieved in the relevant measurement period. Performance awards are payable in cash or restricted stock units, at the discretion of the Committee. At the beginning of each year, the Committee must determine the performance goals and the achievement necessary for the bonus payout. After the conclusion of the performance period, the Committee certifies (1) the extent to which each executive officer has achieved the applicable prior fiscal year’s performance targets, and (2) the appropriate amount, if any, to be paid with respect to such performance-based annual incentive award. Even if the performance targets are achieved, the Committee may reduce the amount of an award through “negative discretion” and thereby reduce the payment made under a performance award, but the Committee cannot increase the amount of such award.

On February 14, 2019,17, 2022, the Committee determined the performance award opportunity to be granted to Dr. Corrigan for fiscal 2019.2022. In doing so, the Committee established the performance targets, the performance required to achieve payout under the award and maximum amounts payable under this award. The Committee set the target bonus level and maximum payout at amounts they believe are competitive. Dr. Corrigan’s target award was set at $225,160 (one-third$354,167 (5/12 of Dr. Corrigan’s blended base salary for 2019)2022) with the maximum amount payable set at twice the target. Performance between the applicable targets would be paid on a straight-line basis. In establishing the target for Dr. Corrigan’s 20192022 performance award, the Committee decided that 60% of the award, to the extent earned, would be payable in cash and 40% of the award would be payable in fully vested restricted stock units under which Dr. Corrigan has the right to receive shares of our common stock four years from the date of grant.

Two performance targets were established. The revenue performance target was a 7.0% increase in revenues before reimbursements. This target is measured on a scale of 0 to 2 with 0 being equal to 3.0%3% revenue decline, 1 being equal to 7.0% revenue growth, and 2 being equal to 17.0% revenue growth. Performance between the targets is prorated on a straight-line basis. We exceeded this quantitative goaltarget with actual revenues before reimbursements growth of 10.4%increasing 7.2%. This resulted in a quantitative performance factor for this objective of 1.341.02 on a scale of 0 to 2.

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The profit performance target was to meet the adjusted EBITDAS (EBITDAS is a non-GAAP financial measure defined as net income before income taxes, interest income, depreciation and amortization and stock-based compensation) target margin. The adjusted EBITDAS margin is the calculated margin (EBITDAS/revenues before reimbursements) excluding the realized gain/loss on foreign exchange. The EBITDAS target margin for fiscal 20192022 was 31.07%32.94% increased or decreased by five basis points for each 1% of revenue before reimbursements growth above or below 5%7%. This is also measured on a scale of 0 to 2 with 0 being equal to 200 basis points below the EBITDAS target margin, 1 being equal to the EBITDAS target margin, and 2 being equal to 200 basis points above the EBITDAS target margin. We exceeded this quantitative goal and exceeded the EBITDAS target margin by 8091 basis points. This resulted in a quantitative performance factor for this objective of 1.401.46 on a scale of 0 to 2.

On February 13, 2020,15, 2023, the Committee certified and determined the amounts payable to Dr. Corrigan with respect to the cash and equity components of her performance award for fiscal 2019.2022. Both of the performance targets were weighted equally. This resulted in a composite performance factor of 1.371.24 on a scale of 0 to 2. Accordingly, the formula amount payable for the performance award was $308,000$440,000 (target of $225,160$354,167 multiplied by the composite performance factor of 1.37)1.24).

Qualitative Bonuses. The target for Dr. Corrigan’s qualitative bonus was set at $450,321 (two-thirds$708,333 (10/12 of Dr. Corrigan’s blended base salary for 2019)2022) for fiscal 20192022 with the maximum payout set at twice the target. The Committee set the target bonus level and maximum payout at amounts they believe are competitive. Performance

was evaluated based on objectives in three categories: revenue, profitability and leadership. The performance objectives for revenue and profit are weighted 25% each and the performance objective for leadership is weighted 50%. The Committee may reduce the qualitative bonus from the target amount at their discretion.

With respect to the revenue objective, the determination was based on the judgment of the Committee, taking into consideration factors such as how well we accomplished strategic growth initiatives and added top talent. For the profit objective, the determination was based on the judgment of the Committee, taking into consideration factors such as how we were able to control expenses and manage headcount growth. The leadership objective was based on the judgment of the Committee taking into consideration factors such as management of enterprise risk and our overall strategic direction.

In determining the appropriate qualitative bonus, the Committee considered Dr. Corrigan’s contributions to achieving each of the three objectives.

In making a qualitative assessment of the revenue objective the Committee determined that this objective was exceeded due to the business development efforts associated with our strategic growth initiatives and the strong hiring year for talent. We continued to drive growthwork through our industry initiatives broadened thein consumer electronics, utilities, life sciences, and automated, connected, electrified and shared transportation. Our three-pronged focus on client management, flagship services, that we deliver and increased bothbroad marketing is supporting growth in proactive services. Our litigation revenues exceeded those in 2019 for the numberfirst time since the onset of the pandemic. Our proactive and strength ofreactive revenues were supported by our industrial client relationships. ongoing digital marketing efforts as well as a gradual return to in-person marketing events during the year.

In making a qualitative assessment of the profit objective, the Committee determined that this objective was exceeded due to how expenses were managed, infrastructure was leveraged, and headcount was managed. We controlled expenses effectively in 2022 while making important investments in our corporate functions such as human resources, business development and legal. During 2022 utilization decreased to 74% as compared to 75% during 2021. Utilization in 2021 was higher than expected due to high turnover and a rapid swing in client demand as pandemic business restrictions eased. In 2022, turnover was lower, and we returned to a lower level of utilization, while still exceeding the utilization of every pre-pandemic year except for 2017.

With respect to the leadership objective, the Committee recognized that this objective was exceeded due to the management of enterprise risk, the strategic direction provided, and the retention of key employees. We continued to monitor health and safety concerns related to COVID-19. As the pandemic entered its third year, employee morale and engagement continued to be a top priority. In-office activities increased and turnover fell. We continued to focus on communication and supporting our employees through a variety of channels. We also continued to focus on enterprise risk including the importance of quality assurance, safety, and the code of business conduct and ethics.

Based on the Committee’s qualitative evaluation, the composite performance factor was 1.651.50 on a scale of 0 to 2. Accordingly, the amount payable for the qualitative bonus was $742,000$1,060,000 (target of $450,321$708,333 multiplied by the

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composite performance factor of 1.65)1.50) for Dr. Corrigan. The Committee decided that 60% of the qualitative bonus will be paid in cash and 40% of the qualitative bonus will be settled with fully vested restricted stock units under which Dr. Corrigan has the right to receive shares of our common stock four years from the date of grant.

The bonuses for the other named executive officers were determined on a total compensation basis based on their relative contribution to our overall performance. Where a named executive officer has responsibilities for both providing direct consulting services to clients and managing a business unit, his or her performance is generally weighted toward the direct consulting activities. The size of our bonus pool was also considered when determining the annual bonuses for our other named executive officers.

Equity Compensation. Our equity compensation program is designed to align the named executive officers and stockholders’ interests, create a sense of partnership and long-term incentives, provide a mechanism for retention and provide a competitive total compensation package. We use a combination of restricted stock units and stock options to achieve these objectives.

Generally,As described above, 40% of each named executive officer’s annual bonus is generally settled with fully vested restricted stock unit awards. The percentage of each named executive officer’s annual bonus settled with vested restricted stock unit awards may be less than 40% when called for by the terms of an employment agreement or when other equity grants made were deemed adequate to align named executive officers and stockholders’ interests. Under these restricted stock unit awards, each executive officer has the right to receive shares of our common stock four years from the date of grant. Each named executive officer who received a fully vested restricted stock unit award is also granted a matching number of unvested restricted stock unit awards. These unvested restricted stock unit awards cliff vest four years from the date of grant provided the holder has met certain employment conditions. In the case of retirement at 59 ½ years or older, all unvested restricted stock unit awards will continue to vest, provided that the named executive officer does all consulting work through the Company and does not become an employee for a past or present client (direct or indirect) or competitor of the Company.

Our practice is to determine each named executive officer’s bonus and the dollar amount of vested and unvested restricted stock unit awards following the availability of financial results for the prior year. With the exception of significant promotions and new hires, we generally grant restricted stock unit awards once a year during the allocation of our bonus pool. For restricted stock unit awards our 2008 Equity Incentive Plan defines the fair market value of the restricted stock unit awards as the closing price of our stock on the day of grant.

During the annual review process in February 2019,2022, the Committee granted a stock option to purchase 30,00022,500 shares of our common stock to Dr. Corrigan and a stock option to purchase 20,00015,000 shares of our common stock to Mr. Schlenker. These stock option grants reflect levels that the Committee concluded were generally appropriate based upon past practices within the Company, each individual’s total stock ownership and the amount needed to remain competitive. For stock option awards the exercise price is equal to the closing price of our stock on the date of grant. Our option awards vest ratably over a four-year period beginning on the grant date, subject to continued employment. All stock option awards continue to vest in the case of retirement at 59 ½ years or older, provided that the named executive officer does all consulting work through the Company and does not become an employee for a past or present client (direct or indirect) or competitor of the Company.

Unvested restricted stock unit awards and stock options are occasionally granted for select new hires and promotions. There were no new hire awards granted to any named executive officers.officers in 2022.

Executive Stock Ownership Guidelines. We believe that the financial interests of our executive officers should be aligned with those of our stockholders. Our stock ownership guidelines are determined as a multiple of the named executive officer’s annual base salary. Individual guidelines are three times for the Chief Executive Officer, two times for the Executive Vice President and Chief Financial Officer and one time for the other named executive officers. Stock that counts towards satisfaction of our stock ownership guidelines includes shares owned outright by the named executive officer 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 the prior 365-day average closing price for the Company’s common stock. The value of restricted stock units is the grant date fair value. The calculation is done at the beginning of each year. Named executive officers are required to achieve their stock ownership guideline within five years of the date the guidelines were adopted. 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

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50% of the net shares delivered through our Restricted Stock Unit Programin 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 withholding taxes. As of April 1, 2020,12, 2023, all the named executive officers met the stock ownership guidelines or are expected to meet the applicable ownership guidelines within the specified time period.

Hedging and Pledging. Our insider trading policy prohibits directors, officers, and employees from selling short or otherwise engaging in hedging or offsetting transactions involving the Company’s securities, including the trading of those securities on margin. Our policies do not permit any director or officer, including our named executive officers, to pledge Exponent securities as collateral.

Clawback Policy. We have a “clawback” policy for the recovery of excessive incentive-based compensation. In the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, we will use reasonable efforts to recover from any current or former officer of the Company who was paid or granted incentive based compensation and whom the Board has determined has willfully committed an act of fraud, dishonesty or recklessness in the performance of his or her duties as an officer that contributed to the noncompliance that resulted in the Company’s obligation to prepare the accounting restatement, all excessive incentive-based compensation. Incentive-based compensation includes the amount of the culpable employee’s annual incentive awards paid under our cash incentive program, stock options and performance-based equity or equity-based awards (or any amount attributable to such awards) paid or granted to the culpable employee under our long-term incentive equity program, and any other incentive-based compensation paid or granted in respect of Company and/or individual performance to a culpable employee pursuant to an “incentive plan” as such term is defined in Item 402(a)(6)(iii) of Regulation S-K under the Exchange Act. The policy applies to financial statements filed in a rolling three-year, lookback period. This clawback policy is in addition to any policies or recovery rights that are required under applicable laws, including the Sarbanes Oxley Act and the Dodd Frank Act. We will update our Clawback Policy for compliance with final Nasdaq listing standards.

No Compensation Consultant Conflicts of Interest. We are not aware of any conflict of interest that has been raised by the work performed in 20182022 by Compensia. During 20182022 the Human Resources Committee reviewed the six independence factors enumerated by the Securities and Exchange CommissionSEC and determined that Compensia was independent. We did not engage Compensia or any other compensation consultant during 2019.

Nonqualified Deferred Compensation. To attract and retain high performing executive officers and consultants we have a nonqualified deferred compensation plan under which we provide certain highly compensated employees, including the named executive officers, the opportunity to elect to defer the receipt of compensation. Participants in

the plan may elect to defer up to 100% of their compensation including base salary and bonus. We also retain the discretion to make company contributions for any participant. For additional information, please refer to the Nonqualified Deferred Compensation table.

Other Benefits. Executive officers participate in our other benefit plans on the same terms as other employees. These plans include medical and dental insurance, life insurance, an employee stock purchase plan and company contributions to each employee’s defined contribution retirement account. We also provide paid vacation and other paid holidays to all eligible employees, including named executive officers.

Tax Deductibility of Pay

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally places a limit of $1,000,000 on the amount of annual compensation that we may deduct in any one year with respect to certain executive officers unless the compensation is qualifying performance-based compensation where certain requirements are met. The Tax Cuts and Jobs Act (the “Tax Legislation”) was enacted on December 22, 2017. Under the Tax Legislation, the exclusion for performance-based compensation will not be available with respect to taxable years beginning after December 31, 2017 unless the compensation is pursuant to a written binding contract which was in effect on November 2, 2017 and is not modified in any material respect on or after such date. Pursuant to the Tax Legislation, for the taxable year beginning after December 31, 2017, Section 162(m) of the Code was expanded to cover additional executive officers, including the chief financial officer, so that the compensation of the chief executive officer and chief financial officer (at any time during the fiscal year), and the three other most highly compensated executive officers (as of the end of any fiscal year) will be subject to Section 162(m) limitation under the Code. Any executive officer whose compensation is subject to Section 162(m) of the Code in taxable years beginning after December 31, 2016 will have compensation subject to Section 162(m) of the Code for all future years, including years after the executive terminates employment or dies.

Compensation Accounting Matters

The Committee also considers the accounting and cash flow implications of various forms of executive compensation. In our financial statements, we record salaries and bonuses as expenses in the amount paid, or to be paid, to the named executive officers. Accounting rules also require us to record an expense in our financial statements for equity awards, even though equity awards are not paid as cash to employees. The Committee believes, however, that the many advantages of equity compensation more than compensate for the non-cash accounting expense associated with these types of awards. We currently amortize compensation expense associated with equity awards over an award’s requisite service period and establish fair value of equity awards in accordance with applicable accounting standards. Based upon the structure of our employee stock purchase plan program we are not required to record compensation expenses for financial statement purposes in connection with employees’ rights to purchase our stock granted under this program.

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REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

The following report of the Human Resources 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 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

The Human Resources Committee of the Board of Directors oversees the general compensation policies for all employees and the specific compensation plans for officers of the Company, including the Chief Executive Officer. The Committee is composed of five independent non-employee directors. No executive officers of the Company are included on the Human Resources Committee.

The Committee has reviewed and discussed with management the “Compensation Discussion and Analysis”, and based on the review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Human Resources Committee

Debra L. Zumwalt, Chairperson

George H. Brown

Carol Lindstrom

Karen A. Richardson

John B. Shoven, Ph.D.

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SUMMARY COMPENSATION TABLE

The following table summarizes information regarding compensation earned by our named executive officers during fiscal 2022 and, as applicable, fiscal 2021 and 2020.

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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022

The following table sets forth information regarding grants of plan-based awards to our named executive officers during fiscal 2022:

Restricted Stock Unit Awards. Each of the named executive officers were awarded the number of vested and unvested restricted stock unit awards as shown in the table above. The number of fully vested restricted stock unit awards granted was determined by dividing the portion of each named executive officer’s 2021 bonus designated for

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settlement in fully vested restricted stock units by the closing price of our common stock on the day of the grant. An equal number of matching unvested restricted stock unit awards were also granted to each named executive officer. For financial statement reporting purposes the value of these awards is amortized over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59 ½.

Stock Options. Certain of the named executive officers were awarded stock options as shown in the table above. The exercise price of these stock options was equal to the closing price of our common stock on the date of grant.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END

The following table sets forth information regarding each named executive officer’s outstanding equity awards as of December 30, 2022: