UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

Plaintiff Natalie Gordon (“Plaintiff”), by her attorneys, alleges for her Verified 

Shareholder Derivative Complaint against defendants, upon personal knowledge as to herself and 

her own acts, and as to all other matters upon information and belief based upon, inter alia, the 

investigation made by and through its attorneys, as follows:

1. This is a shareholder derivative action on behalf of nominal defendant Navigant 

Consulting, Inc. (“Navigant” or the “Company”). The complaint seeks relief against the Navigant 

Board of Directors (the “Board”) and various officers, namely defendants William M. Goodyear

(Navigant’s Chairman of the Board of Directors and Chief Executive Officer (“CEO”)), Thomas A. 

SUMMARY OF ACTION

NATALIE GORDON, Derivatively on Behalf of 

NAVIGANT CONSULTING, INC,

 Plaintiff,

v.

WILLIAM M. GOODYEAR, JULIE M. HOWARD,

THOMAS A. NARDI, MONICA M. WEED, THOMAS 

A. GUILDEHAUS, CYNTHIA A. GLASSMAN, 

STEPHAN A. JAMES, PETER B. POND,

SAMUEL K. SKINNER, JAMES R. THOMPSON

and MICHAEL L. TIPSORD, 

Defendants,

-andNAVIGANT CONSULTING, INC, an Illinois

Corporation, 

Nominal Defendant.

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No. 

VERIFIED SHAREHOLDER 

DERIVATIVE COMPLAINT

JURY TRIAL DEMANDED 

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Gildenhaus, Cynthia A. Glassman, Stephan A. James, Michael L. Tipsord, Peter B. Pond, 

Samuel K. Skinner, Thomas A. Nardi (Navigant’s Executive Vice President and Chief 

Financial Officer (“CFO”)), Julie M. Howard (Navigant’s President and Chief Operating 

Officer (“COO”)), and Monica M. Weed (Navigant’s Vice President, General Counsel and 

Corporate Secretary).

2. For the past several years, the Board has awarded excessive executive 

compensation despite the fact that Navigant shareholders have seen the value of their investment 

plummet. For instance, from January 2006 to December 2010, Navigant share price fell from 

over $21 per share to $9.20 per share. Yet, total compensation awarded to Navigant’s key 

executives during that time averaged more than $4.6 million per year, including the average 

salary of almost $2.2 million per year awarded to defendant Goodyear during those five years of 

diminished shareholder value. 

3. In 2010, Navigant posted a negative 38.1 percent shareholder return, which 

capped off a three year return of negative 12.4 percent. Unfazed by those dismal results, the 

Board decided to award defendants Goodyear, Howard, Nardi and Weed a combined $4.85 

million dollars in total compensation for 2010, up from the $4.77 million they received in 2009. 

The 2010 compensation included combined pay raises to defendants Nardi and Weed totaling 

more than $370,000, and annual cash bonuses to defendants Goodyear, Howard, Nardi and Weed 

totaling $725,000.

4. On April 26, 2011, 55% of voting Navigant shareholders decided that they had had 

enough excessive compensation for negative returns, and rejected the Company’s compensation for 

its executives for 2010. The 2010 executive compensation, despite Navigant’s negative 38.1% 

annual shareholder return, was approved by the Navigant Board and unanimously recommended for 

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shareholder approval by the directors. Navigant is only one of a handful of U.S. companies to fail to 

receive majority support for its executive compensation under the Dodd-Frank Wall Street Reform 

and Consumer Protection Act of 2010 “say-on-pay” law. 

5. The Board’s decisions to increase executive pay in 2010, despite the Company’s 

increasingly downward trend of financial results, were disloyal, irrational, unreasonable, and not 

the product of a valid exercise of business judgment. Instead, the Board’s 2010 executive 

compensation violated its own pay-for-performance policy and, as intended, favored the interests 

of Navigant’s top executives at the expense of the corporation and its shareholders.

6. The Board is not entitled to business judgment protection for its 2010 

executive compensation decisions. As evidenced by the adverse April 26, 2011 advisory say-on-pay 

vote, Navigant shareholders, in their independent business judgment, concluded that the 2010 

executive compensation was not in their best interests as Navigant’s shareholder owners. Under 

the business judgment rule, evidence that an executive pay decision is not in the shareholders’ 

best interests is direct evidence that the board of directors did not act in the shareholders’ best 

interests when approving it. Under the business judgment rule, these facts rebut the presumption 

that the Board’s 2010 executive pay decisions were a valid exercise of business judgment 

and shift the burden of proof to defendants to demonstrate that the 2010 executive compensation was 

independent, made in good faith, and in the best interests of Navigant’s shareholders. 

7. Navigant has been damaged by the excessive 2010 executive compensation. 

Moreover, despite passage of more than eight months since the adverse April 26, 2011 

shareholder vote, the Board has not publicly rescinded or otherwise modified the unlawful 2010

executive compensation. By this action, plaintiff seeks relief for Navigant as a result of the

Board’s breach of loyalty, and its top executives’ unjust enrichment.

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8. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 

1332, as Plaintiff is a citizen of the State of New York and each of the defendants is a citizen of either 

Arizona, Illinois, Texas, or Virginia. The amount in controversy is in excess of $75,000, exclusive of 

interest and costs

JURISDICTION AND VENUE

9. Venue is proper in this Court pursuant to 28 U.S.C. §1391, because one or more of the 

defendants, including Navigant, either resides or maintains executive offices in this District and a 

substantial portion of the transactions and wrongs that are the subject of this complaint, occurred 

in substantial part in this District. Finally, the defendants have received substantial compensation 

in this District by doing business here and engaging in numerous activities that had an effect in 

this District. 

10. Plaintiff purchased Navigant common stock before the acts challenged in this 

action took place, has continually owned Navigant common stock since that time, and will 

continue to hold Navigant common stock throughout the course of this litigation. Plaintiff fairly 

and adequately represents the interests of Navigant in enforcing the rights of the Company.

PARTIES

11. Nominal defendant Navigant is an Illinois corporation with its executive offices

located at 30 South Wacker Drive, Suite 3550, Chicago, Illinois 60103. Navigant is a specialty 

consulting firm which provides dispute, investigative, economic, operational, risk management, and 

financial and risk advisory solution to government agencies and companies. Navigant is a citizen of 

the State of Illinois.

12. Defendant William M. Goodyear (“Goodyear”) has served as Navigant’s 

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Chairman of the Board and CEO since May 2000. Although Navigant posted a negative 38.1 

percent shareholder return over the past year, and a negative 12.4 percent return over three years, 

Goodyear was paid nearly $1.9 million, which included a $275,000 annual cash bonus award, as 

part of his 2010 compensation. The compensation committee of the Navigant Board has not 

disclosed details on how that figure was derived. Goodyear resides in Scottsdale, Arizona and is 

a citizen of the State of Arizona.

13. Defendant Julie M. Howard (“Howard”) has served as the President of Navigant 

since February 2006 and has been the COO since 2003. Howard has been employed by the 

Company since 1998. In her role at the Company, Howard has responsibility for the day to day 

management of company profitability, including compensation strategy. Howard also leads 

Navigant’s annual strategic planning and budgeting cycle and actively participates in all 

quarterly meeting of Navigant’s Board. Although Navigant posted a negative 38.1 percent 

shareholder return over the past year, and a negative 12.4 percent return over three years, 

Howard was paid more than $1.3 million, including a $200,000 annual cash bonus award as part 

of her 2010 compensation. Howard resides in Wheaton, IL and is a citizen of the State of 

Illinois.

14. Defendant Thomas A. Nardi (“Nardi”) is the Executive Vice President and the 

CFO of Navigant. Nardi has been employed by the Company since 2008, during which time 

Navigant’s annual net income has dropped by $16 million. Despite that drop in net income 

during Nardi’s tenure, and the fact that Navigant posted a negative 38.1 percent shareholder 

return over the past year, and a negative 12.4 percent return over three years, Nardi received a 

pay increase of more than $222,000 in 2010, including a $150,000 cash bonus award, totaling 

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more than $900,000 in compensation for the year. Nardi is a resident of Naperville, IL and 

citizen of the State of Illinois.

15. Defendant Monica M. Weed (“Weed”) has served as Navigant’s Vice President, 

General Counsel and Corporate Secretary since November 2008. Despite the fact that Navigant 

posted a negative 38.1 percent shareholder return over the past year, and a negative 12.4 percent 

return over three years, Weed received a pay increase of more than $148,000 in 2010, including 

a $100,000 cash bonus award, totaling more than $755,000 in compensation for the year. Weed 

is a resident of Chicago, IL and a citizen of the State of Illinois. 

16. Defendant Thomas A. Gildehaus (“Gildehaus”) has served as a director of 

Navigant since October 2000. In 2010, Gildehaus served as Chair of the Audit Committee and 

as a member of the Compensation Committee of the Board. Despite Navigant’s dismal financial 

results, which included a negative 38.1 percent shareholder return over the past year, defendant 

Gildehaus still approved pay increases and/or cash bonus awards for the Company’s top 

executive officers in 2010. These pay raises and cash bonus awards not only were in contravention 

of Navigant shareholders’ best interests, they also violated the Board’s purported executive 

compensation policy, which supposedly aligned executive pay with corporate performance.

Gildhaus is a resident of Moline, IL and a citizen of the State of Illinois.

17. Defendant Cynthia A. Glassman (“Glassman”) has served as a director of 

Navigant since October 2009. In 2010, Gildehaus served as a member of the Compensation 

Committee and the Nomination and Governance Committee of the Board. Despite Navigant’s 

dismal financial results, which included a negative 38.1 percent shareholder return over the past 

year, defendant Glassman still approved pay increases and/or cash bonus awards for the 

Company’s top executive officers in 2010. These pay raises and cash bonus awards not only were 

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in contravention of Navigant shareholders’ best interests, they also violated the Board’s purported 

executive compensation policy, which supposedly aligned executive pay with corporate

performance. Glassman is a resident of Alexandria, Va. and a citizen of the State of Virginia.

18. Defendant Stephan A. James (“James”) has served as a director of Navigant since 

January 2009. In 2010, James served as a member of the Compensation Committee and the 

Audit Committee of the Board. Despite Navigant’s dismal financial results, which included a 

negative 38.1 percent shareholder return over the past year, defendant James still approved pay 

increases and/or cash bonus awards for the Company’s top executive officers in 2010. These pay 

raises and cash bonus awards not only were in contravention of shareholders’ best interests, they 

also violated the Board’s purported executive compensation policy, which supposedly aligned 

executive pay with corporate performance. James is a resident of Spicewood, TX and a citizen of 

the State of Texas.

19. Defendant Michael L. Tipsord (“Tipsord”) has served as a director of Navigant 

since July 2009. In 2010, Tipsord served as a member of the Compensation Committee and the 

Audit Committee of the Board. Despite Navigant’s dismal financial results, which included a 

negative 38.1 percent shareholder return over the past year, defendant Tipsord still approved pay 

increases and/or cash bonus awards for the Company’s top executive officers in 2010. These pay 

raises and cash bonus awards not only were in contravention of Navigant shareholders’ best 

interests, they also violated the Board’s purported executive compensation policy, which 

supposedly aligned executive pay with corporate performance. Tipsord is a resident of 

Bloomington, IL and a citizen of the State of Illinois.

20. Defendant Peter B. Pond (“Pond”) has served as a director of Navigant since 

November 2006. Pond is Chair of the Nominating and Governance Committee and a member of 

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the Audit Committee. Despite Navigant’s dismal financial results, which included a negative 

38.1 percent shareholder return over the past year, defendant Pond still approved pay increases 

and/or cash bonus awards for the Company’s top executive officers in 2010. These pay raises 

and cash bonus awards not only were in contravention of Navigant shareholders’ best interests, they 

also violated the Navigant Board’s purported executive compensation policy, which supposedly 

aligned executive pay with corporate performance. Pond is a resident of Chicago, IL and a citizen 

of the State of Illinois.

21. Defendant Samuel K. Skinner (“Skinner”) has served as a director of Navigant 

since December 1999. Skinner is a member of the Executive Committee. Despite Navigant’s 

dismal financial results, which included a negative 38.1 percent shareholder return over the past 

year, defendant Skinner still approved pay increases and/or cash bonus awards for the 

Company’s top executive officers in 2010. These pay raises and cash bonus awards not only were 

in contravention of Navigant shareholders’ best interests, they also violated the Navigant Board’s

purported executive compensation policy, which supposedly aligned executive pay with corporate

performance. Skinner is a resident of Winnetka, IL and a citizen of the State of Illinois.

22. Defendant James R. Thompson (“Thompson”) has served as a director of Navigant 

since August 1998. Thompson is Chair of the Executive Committee and a member of the 

Nominating and Governance Committee. Despite Navigant’s dismal financial results, which 

included a negative 38.1 percent shareholder return over the past year, defendant Thompson still 

approved pay increases and/or cash bonus awards for the Company’s top executive officers in 

2010. These pay raises and cash bonus awards not only were in contravention of Navigant 

shareholders’ best interests, they also violated the Navigant Board’s purported executive 

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compensation policy, which supposedly aligned executive pay with corporate performance. 

Thompson is a resident of Chicago, IL and a citizen of the State of Illinois.

23. The defendants identified in paragraphs 12 through 22 are sometimes referred to 

herein as the “Individual Defendants.”

24. By reason of their positions as directors and/or officers of Navigant and because 

of their ability to control the business and corporate affairs of Navigant, the Individual 

Defendants owed Navigant and its shareholders fiduciary obligations of trust, loyalty, good faith 

and due care, and were and are required to use their utmost ability to control and manage 

Navigant in a fair, just, honest and equitable manner. The Individual Defendants were and are 

required to act in furtherance of the best interests of Navigant and its shareholders so as to 

benefit all shareholders equally and not in furtherance of their personal interest or benefit.

DUTIES OF THE INDIVIDUAL DEFENDANTS

25. Each director and officer of the Company owes to Navigant and its shareholders 

the fiduciary duty to exercise good faith and diligence in the administration of the affairs of the 

Company and in the use and preservation of its property and assets, and the highest obligations 

of fair dealing.

26. The Individual Defendants, because of their positions of control and authority as 

directors and/or officers of Navigant, were able to and did, directly and/or indirectly, exercise 

control over the wrongful acts complained of herein. Because of their advisory, executive, 

managerial and directorial positions with Navigant, each of the Individual Defendants had access 

to material non public information about the financial condition, operations, and practices of 

Navigant.

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27. At all times relevant hereto, each of the Individual Defendants was the agent of

each of the other Individual Defendants and of Navigant, and was at all times acting within the 

course and scope of such agency.

SUBSTANTIVE ALLEGATIONS

28. The executive compensation policy for Navigant is developed and approved by 

the Compensation Committee of the Board (the “Committee”), whose duties and responsibilities 

are set forth in Navigant’s Compensation Committee Charter (the “Charter”). In 2010, the 

Committee was composed of defendants Gildhaus, Glassman, James and Tipsord.

Navigant’s Historical Compensation Practices

29. According to the Charter, the Committee’s purpose is to “review and recommend 

to the Board compensation policies as well as approve individual executive officer 

compensation, intended to attract, retain and appropriately reward employees in order to 

motivate their performance in the achievement of the Company’s business objectives and align 

their interests with the long-term interest of the Company’s shareholders . . ..” See Charter at 1.

30. The Charter tasks the Committee with, inter alia, the following specific 

responsibilities:

- Review and approve executive compensation policies and pay for 

performance criteria for the Company;

- Review and approve corporate goals and objectives relevant to the 

compensation of the Chief Executive Officer, evaluate the Chief Executive 

Officer’s performance in light of those goals and objectives, and determine the 

Chief Executive Officer’s compensation level based on this evaluation;

- In determining the long-term incentive component of the Chief Executive 

Officer’s compensation, the Committee should consider a number of factors, 

including but not limited to the Company’s performance and relative 

shareholder return, the value of similar incentive awards to chief executive 

officers at comparable companies, and the awards given to the Company’s Chief 

Executive Officer in past years;

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- Review and approve the initial and annual base salaries, annual incentive 

bonus and all long-term incentive awards of the Company’s executive officers 

and review, as the Committee deems appropriate, compensation arrangements for 

other officers and employees.

See Charter at 2.

31. Historically, according to Navigant’s Annual Proxy Solicitation Statements (the 

“Proxies”), the compensation policy developed by the Committee for the Company’s named 

executive officers (“NEO”) has been rooted in a “pay-for-performance” philosophy. Navigant’s 

2011 Proxy Statement, dated March 16, 2011 (“2011 Proxy Statement”) states:

The guiding principle of our executive compensation philosophy is to “pay for 

performance,” meaning that the most significant percentage of our NEOs’ 

targeted total direct compensation is performance-based compensation —shortterm (in the form of an annual cash bonus) and long-term (in the form of 

equity-based incentive awards), both of which are determined primarily based 

on the company’s financial and strategic performance. 

The [compensation] committee believes that our executive compensation program 

plays a key role in attracting and retaining highly qualified individuals in our 

competitive industry. We also believe that an effective executive compensation 

program is one that seeks to align our NEOs’ interests with those of our 

shareholders, with the ultimate objective of increasing long-term shareholder 

value. Our executive compensation program has been designed to ensure that the 

compensation earned by our NEOs remains both competitive relative to the 

compensation paid to similarly situated executives in our peer group as well as 

commensurate with the overall performance of the company and each NEO’s 

individual performance objectives. As a result, our executive compensation 

program includes both a fixed-cash component (i.e., base salary) and both shortand long-term performance-based opportunities that motivate and reward the 

achievement of annual and long-term company performance goals. We believe 

this combination of fixed base salary, annual cash bonuses tied to performance

and long-term equity-based incentives (with multi-year vesting periods) is 

balanced and serves to motivate our NEOs to achieve company performance 

objectives without taking unreasonable risks.

2011 Proxy Statement at 14-15

32. When specifically discussing the annual cash bonuses awarded in 2010, the Board 

stated:

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Annual cash bonuses paid to our NEOs are primarily based upon the company’s 

financial and strategic performance during the year. The committee does not 

apply a strict formula in determining annual bonus funding or bonus payouts. 

Instead, the committee assesses the company’s overall performance for the 

fiscal year relative to budgeted amounts and, based upon that assessment and 

other considerations, including individual performance, determines the level of 

bonus payouts, if any.

2011 Proxy Statement at 16.

33. By the Company’s admission, therefore, the cash bonus awards that defendants 

Goodyear, Howard, Nardi and Weed were awarded as part of their 2010 compensation were a 

function of their individual annual performances and the annual performance of the company; an 

annual performance that resulted in a negative 38.1 percent return for Navigant’s shareholders.

34. The 2011 Proxy Statement also states that:

Individual performance for our NEOs is assessed based upon each NEO’s specific 

role within the company and each NEO’s contributions toward achieving the 

company’s financial and strategic performance goals. We do not assign specific 

weighting factors when considering company and individual performance; rather, 

we perform a qualitative assessment of each NEO’s individual leadership role 

and each NEO’s effectiveness and contributions to the company’s overall 

performance. Specifically, each NEO is evaluated based on (i) his or her overall 

individual performance in the area of the company over which he or she has direct 

responsibility and (ii) his or her individual contributions to the company’s 

financial and strategic performance for the year in question.

2011 Proxy Statement at 15.

35. In its 2011 Proxy Statement, the Company also admits that the “ultimate 

objective” of its executive compensation program is to increase long-term shareholder value. 

Based on the dismal shareholder returns achieved in 2010 and over the past several years, it was 

abundantly clear to the majority of shareholders who voted against the Board’s 2010 executive 

compensation that Navigant’s executive compensation program was failing miserably to achieve 

its “ultimate objective” of increased shareholder value.

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36. As the Navigant Board acknowledged in the 2011 Proxy Statement, the Company 

achieved “disappointing financial results in 2010.” See 2011 Proxy Statement at 13. The 

Company posted a negative 38.1% shareholder return in 2010, contributing to a negative 12.4% 

shareholder return over the past three years.

Navigant’s Dismal Financial Results

37. Yet an even broader view shows that between 2006 and 2010, Navigant

significantly underperformed both the S&P 500 Total Returns Index as well as the “Business 

Services” industry in general:

TOTAL RETURNS

2006 2007 2008 2009 2010

Navigant Consulting -10.10 -30.82 16.09 -6.36 -38.09

Business Services 17.53 6.08 -31.12 27.70 14.24

S&P 500 TR 15.79 5.49 -37.00 26.46 15.06

+/- Business Services -27.63 -36.90 47.21 -34.07 -52.33

+/- S&P 500 TR -25.89 -36.31 53.09 -32.83 -53.15

38. During that same time period, 2006-2010, Navigant’s share price fell by more 

than 55 percent, from over $21 to $9.20, its earnings per share dropped by 50 percent, and its net 

income dropped from $53 million to $24 million.

39. Far from being mere spectators to the decline of Navigant’s share price and 

shareholder value over the past several years, defendants, as officers and directors of the 

Company, were directly responsible for the management and oversight of Navigant’s business 

and affairs. 

40. In sum, between 2006 and 2010, Navigant’s share price has steadily decreased

resulting in decreased shareholder returns, including a return of negative 38 percent in 2010.

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41. Given these dismal results, it is not surprising that, when finally given the 

opportunity to weigh in on the excessive executive compensation received by Navigant’s top 

executives in 2010 as well as in prior years, in an attempt to better align executive compensation 

with shareholder return, 55% of Navigant’s shareholders rejected Navigant’s excessive executive 

pay.

42. Notwithstanding the pattern of poor financial results achieved by Navigant’s 

executives for its shareholders since 2006, and despite posting a negative 38 percent shareholder 

return in 2010, the 2010 combined compensation for defendants Goodyear, Howard, Nardi and 

Weed totaled more than $4.8 million dollars. That total included 2010 pay raises of $220,000 

and $148,000 to defendants Nardi and Weed respectively.

2010 Executive Compensation 

43. Shockingly, $725,000 of the total 2010 compensation paid to defendants 

Goodyear, Howard, Nardi and Weed consisted of cash bonus awards. This award of bonuses by 

the Board in 2010 is particularly egregious and flies in the face of the Compensation 

Committee’s claim that Navigant’s “financial and strategic performance during 2010 was the 

primary factor used by the committee in determining the cash bonuses earned by our NEOs in 

2010.” See 2011 Proxy Statement at 12. Given the Board has acknowledged that the Company’s 

financial results in 2010 were “disappointing,” it is unconscionable, and directly contradicts 

Navigant’s stated compensation policy, that defendants Goodyear, Howard, Nardi and Weed 

would be rewarded with $750,000 in cash bonuses for their role in Navigant’s “disappointing” 

results.

44. The absurdity of granting 2010 annual cash bonuses is best described by the 

following facts: Between 2008 and 2009, Navigant’s share price fell by around $1 per share and 

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the Board awarded no annual cash bonuses in 2009. Between 2009 and 2010, Navigant’s share 

price fell by more than $5 per share – or over 35 percent -- and the Board awarded defendants 

Goodyear, Howard, Nardi and Weed a combined $750,000 in annual cash bonuses as part of 

their salaries; an act which in no way aligns the executives’ compensation with the fortunes of 

Navigant’s shareholders

45. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection 

Act (“Dodd-Frank Act”) was signed into law. The Dodd-Frank Act was enacted in response to 

the worst financial crisis since the Great Depression in an attempt to restore responsibility and 

accountability in our financial system.

THE DODD-FRANK ACT: “SAY ON PAY”

46. Section 951 of the Dodd-Frank Act requires that companies include a resolution 

in their proxy statements asking shareholders to approve, in a nonbinding vote, the compensation 

of their executive officers, as disclosed under Item 402 of Regulation S-K (the “say-on-pay” 

vote). A separate resolution is also required to determine whether this say-on-pay vote takes 

place every one, two, or three years (the “say-on-frequency” vote).

47. Say-on-pay was enacted because executive compensation has become decoupled 

from financial performance. As the Senate committee stated, “[t]he economic crisis revealed 

instances in which corporate executives received very high compensation despite the very poor 

performance by their firms.” (1 S. REP. 111-176, S. Rep. No. 176, 111TH Cong., 2ND Sess. 

2010, 2010 WL 1796592, at p. 133)

48. Say-on-pay is intended to “serve as a direct referendum on the decisions of the 

compensation committee” and allow shareholders and board members “to stand up to 

excessively demanding officers or compensation consultants.” (Id.)

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49. On October 18, 2010, the Securities and Exchange Commission (“SEC”) issued 

proposed rules under the Exchange Act to implement Section 951 of the Dodd-Frank Act and on 

January 25, 2011, the SEC adopted the rule changes to implement the provisions of the DoddFrank Act relating to shareholder approval of executive compensation. See Release No. 33-9178 

(January 25, 2011) (the “Adopting Release”). Section 951 of the Dodd-Frank Act added Section 

14A to the “Exchange Act.”

Navigant Shareholders Reject the 

50. On March 16, 2011, Navigant issued a Proxy Statement which it filed with the 

SEC in which, consistent with the Dodd-Frank Act’s “say-for-pay” provisions, the Board also 

recommended that shareholders vote in favor of an advisory resolution approving the 

compensation paid to Navigant’ executive officers in fiscal 2010. The Proxy specifically 

provided:

Excessive 2010 Executive Compensation

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to recently-enacted Section 14A of the Securities Exchange Act of 1934, 

as amended (the “Exchange Act”), we are providing our shareholders with a vote 

to approve, on an advisory basis, the compensation paid to our named executive 

officers as disclosed in this Proxy Statement. This advisory vote on executive 

compensation is commonly referred to as a “say-on-pay” vote.

The guiding principle of our executive compensation philosophy is “pay for 

performance.” Our executive compensation program has been designed to reward 

the achievement of annual and long-term performance goals and align our named 

executive officers’ interests with those of our shareholders, with the ultimate 

objective of improving long-term shareholder value. This pay for performance 

philosophy informs our executive compensation program design as well as the 

compensation committee’s determination of compensation levels for each of our 

named executive officers.

This pay for performance philosophy guided our executive compensation 

decisions for 2010, as evidenced by the following:

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• Base Salary —Our named executive officers received no salary increase 

in 2010. Based on our peer group benchmarks, as well as individual and 

company performance assessments for 2010, the compensation committee 

did not approve any salary increases for our named executive officers for 

2011. As a result, the base salaries for our named executive officers have 

remained unchanged for the last three years.

• Annual Performance-Based Cash Bonus— Cash bonuses for our named 

executive officers, in the aggregate, were awarded at 37% of target for 

2010, reflecting the fact that the company’s financial performance 

during 2010 only partially met the Board’s expectations with respect to 

revenue growth and EBITDA (and did not meet expectations with 

respect to net income and earnings per share), despite the company 

largely achieving its strategic goals for 2010. Consideration was also 

given to the fact that the company’s stock price performance was below 

the average for its peer group during 2010.

• Long-Term Equity-Based Incentive Compensation— The company’ 

overall performance for 2010 was also a significant factor in determining 

the value of the equity-based incentive awards granted to our named 

executive officers for the 2010 performance year. The value of these 

grants was well below the 50th percentile of our peer group and 

represented more than a 50% decrease from the value of the prior year’s 

grants.

These decisions resulted in a decrease, both individually and in the aggregate, in 

the total direct compensation to our NEOs for 2010 as compared to 2009, and 

positioned total direct compensation in the bottom decile of our peer group. We 

believe these decisions demonstrate our commitment to aligning our executive 

compensation with performance and our shareholders’ interests.

We urge you to read the section entitled “Compensation Discussion and Analysis” 

in this Proxy Statement for additional details on our executive compensation 

program, including our executive compensation philosophy and objectives and the 

2010 compensation of our named executive officers.

We are asking our shareholders to indicate their support for our executive 

compensation program by voting “FOR” the following resolution at the annual 

meeting:

“RESOLVED, that the company’s shareholders approve, on an advisory basis, the 

compensation paid to the company’s named executive officers, as disclosed in the 

Proxy Statement pursuant to the compensation disclosure rules of the Securities 

and Exchange Commission, including the Compensation Discussion and Analysis 

and the compensation tables and related narrative discussion.”

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The say-on-pay vote is an advisory vote only, and therefore, it will not bind the 

company or the Board. However, the Board and the compensation committee 

will consider the voting results as appropriate when making future 

compensation decisions for our named executive officers.

The Board and the compensation committee recommend that shareholders 

vote “FOR” the approval of the advisory resolution relating to the 

compensation paid to our named executive officers as disclosed in this Proxy 

Statement.

51. On March 31, 2011, ISS Proxy Advisory Services, a leading proxy advisory 

service (“ISS”), recommended a vote “AGAINST” the Navigant Board’s proposal on executive 

compensation based on its finding that “there is a misalignment of CEO pay and company stock 

performance.” 

52. On April 25, 2011, Navigant held its 2011 Annual Meeting of Shareholders. At 

this meeting, over 55% of voting Navigant shareholders rejected the Company’s excessive 

compensation package for its executive management for fiscal year 2010.

53. There has been no claim by the Defendants or anyone else that the information 

contained in the 2011 Proxy statement regarding the 2010 executive compensation was 

incomplete or incorrect in any way. Rather, by setting forth their justification for the 2010 

executive compensation in the 2011 Proxy Statement, the Board enabled Navigant shareholders 

to assess whether the 2010 executive compensation was in the shareholders’ best interests based 

on the same information that was available to the Board. 

54. Navigant’s shareholder base consists overwhelmingly of sophisticated 

institutional investors who own millions of Navigant shares. These types of sophisticated 

shareholders possess the experience, expertise and resources to assess, in their own independent 

business judgment, what amount of executive compensation is in their best interests as 

shareholder owners. 

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55. According to the Company, more than 55% of Navigant shareholders voted 

against the 2010 executive compensation. By rejecting the Navigant Board’s recommendation, 

Navigant shareholders clearly concluded that the 2010 executive compensation was not aligned 

with the shareholders’ best interests. 

56. The result of Navigant’s say-on-pay vote is direct and probative evidence that the 

2010 executive compensation was not in the best interests of Navigant shareholders, and 

correspondingly that the Board did not act in the best interests of Navigant shareholders when 

approving it. Directors who fail to act in furtherance of the shareholders’ best interests breach 

their unremitting duty to loyalty. Navigant’s adverse say-on-pay vote is direct and probative 

evidence rebutting the presumption that the Navigant Board’s 2010 executive pay decisions were 

in the best interests of the Navigant shareholders and shifts the burden of proof to defendants to 

prove that the 2010 executive compensation was independent, made in good faith and in the best 

interests of Navigant shareholders.

54. Navigant has been injured as a result of the Navigant Board’s excessive 2010 top 

DAMAGE TO NAVIGANT

executive compensation. In 2010, Navigant posted a negative 38.1 percent shareholder return 

over the past year, and the Company has posted a negative 12.4 percent return over the past three 

years. Over that same three years, Navigant’s net income dropped by $16 million. 

Nevertheless, the Board increased 2010 compensation to defendants Nardi and Weed by more 

than $370,000. 

57. The Navigant Board also awarded its four top executives a combined $725,000 in 

cash bonus awards. By the terms of Navigant’s own compensation policy, such bonus awards 

are to be based on an executive’s annual performance. Yet the Board awarded these cash 

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bonuses despite its acknowledgment that Navigant achieved “disappointing financial results in 

2010.” See 2011 Proxy Statement at 13.

58. When asked to assess whether the 2010 executive compensation served the 

shareholders’ best interests, a majority of Navigant shareholders rejected it. Navigant 

shareholders concluded, in their independent business judgment that the 2010 compensation for 

Navigant’s top executives was not in their best interests as Navigant shareholder owners. The 

Navigant Board has failed to rescind or amend the 2010 executive compensation, despite the 

shareholders’ say-on-pay vote, and Navigant’s top executives have been unjustly enriched as a 

result.

DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS

59. Plaintiff brings this action derivatively in the right and for the benefit of Navigant

to redress injuries suffered, and to be suffered, by Navigant as a direct result of the breaches of 

fiduciary duty by the Individual Defendants. Navigant is named as a nominal defendant solely in 

a derivative capacity.

60. Plaintiff will adequately and fairly represent the interests of Navigant in enforcing 

and prosecuting its rights.

61. At the time this case was initiated, the Board was comprised of eight directors: 

defendants Goodyear, Gildehaus, Glassman, James, Pond, Skinner, Thompson, and Tipsord. 

Plaintiff did not make any demand on the Board to institute this action because such a demand 

would have been futile, wasteful and useless act

62. Plaintiff did not make any demand on the Board to institute this action because 

such a demand would have been futile, wasteful and useless act, since the entire Board would be 

incapable of evaluating such a demand in a disinterested and independent manner for several 

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reasons: First, a pre-suit demand is excused because the entire Board faces a substantial 

likelihood of liability for breach of loyalty. After approving the unlawful 2010 compensation for 

Navigant’s top executives, the Board then recommended that shareholders approve the 2010 

executive compensation. The Board’s decisions authorizing the 2010 executive pay were not in 

Navigant shareholders’ best interests and violated the Navigant Board’s own pay-forperformance executive compensation policy. In fact, on April 26, 2010, Navigant shareholders 

rejected the 2010 executive compensation in Navigant’s say-on-pay executive compensation 

vote. As evidenced by their vote, Navigant shareholders concluded, in their independent 

business judgment that the Company’s executive compensation was not in the shareholders’ best 

interests. The result of Navigant’s say-on-pay vote is direct and probative evidence that the 2010 

executive compensation was not in the shareholders’ best interests, and correspondingly that the 

Navigant Board did not act in the shareholders’ best interests when approving it. Evidence 

showing that directors failed to act in the shareholders’ best interests rebuts the presumption that 

the Navigant Board’s 2010 executive compensation decisions are entitled to business judgment 

protection. This evidence further demonstrates that the Navigant Board is prima facie liable for 

breach of loyalty. Claims for breach of loyalty are non-exculpable. Based on the foregoing, the 

Navigant Board faces a substantial likelihood of liability for breach of loyalty for authorizing the 

2010 executive compensation. Therefore, a pre-suit demand upon the Navigant Board before 

commencing this action was unnecessary.

63. Plaintiffs did not make any demand on the Navigant Board to institute this action 

because such a demand would have been a futile, wasteful and useless act, since a majority of the 

Board – comprised of defendants Gildhaus, Glassman, James and Tipsord – are members of the 

Committee and were and continue to be incapable of evaluating such a demand in a disinterested 

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and independent manner for several reasons: First, a pre-suit demand is excused because the 

Committee faces a substantial likelihood of liability for breach of loyalty for approving the 

unlawful 2010 compensation for Navigant’s top executives. The Committee’s approval of the 

2010 executive pay was not in Navigant shareholders’ best interests and violated the 

Committee’s own pay-for-performance executive compensation policy. In fact, on April 26, 

2010, Navigant shareholders rejected the 2010 executive compensation in Navigant’s say-on-pay 

executive compensation vote. As evidenced by their vote, Navigant shareholders concluded, in 

their independent business judgment that the Company’s executive compensation was not in the 

shareholders’ best interests. The result of Navigant’s say-on-pay vote is direct and probative 

evidence that the 2010 executive compensation was not in the shareholders’ best interests, and 

correspondingly that the Committee did not act in the shareholders’ best interests when 

approving it. Evidence showing that the Committee failed to act in the shareholders’ best 

interests rebuts the presumption that the Committee’s 2010 executive compensation decisions are 

entitled to business judgment protection. This evidence further demonstrates that the Committee 

is prima facie liable for breach of loyalty. Claims for breach of loyalty are non-exculpable. 

Based on the foregoing, the Committee faces a substantial likelihood of liability for breach of 

loyalty for authorizing the 2010 executive compensation. Therefore, a pre-suit demand upon the 

Committee before commencing this action was unnecessary.

64. A pre-suit demand on defendant Goodyear is excused because his principal 

professional occupation is his employment as CEO of Navigant. Accordingly, Goodyear has 

received and continues to receive substantial monetary compensation and other valuable benefits 

(including the excessive compensation complained of herein). Thus, Goodyear lacks 

independence, rendering him incapable of impartially considering a demand to commence and 

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vigorously prosecute this action. Moreover, Goodyear was unjustly enriched by his 2010 

executive compensation and, as a result, financially benefitted from the misconduct challenged 

herein. Accordingly, a pre-suit demand upon Goodyear to take action with respect to the 2010 

executive compensation is a useless and futile act and therefore excused.

COUNT I

(Breach of Fiduciary Duty of Loyalty Against the Individual Defendants)

65. Plaintiff incorporates by reference and realleges each and every allegation as set 

forth above as if fully set forth herein.

66. As Navigant’s directors and officers, the Individual Defendants owed Navigant 

and its shareholders a duty of loyalty and candor to adhere to the pay-for-performance executive 

compensation policy adopted by Navigant. 

67. As demonstrated by the allegations above, the Individual Defendants breached 

their fiduciary duties of loyalty, good faith, and candor owed to Navigant and its shareholders by 

approving the 2010 executive compensation. As evidenced by the April 26, 2011 adverse sayon-pay vote, Navigant shareholders, in their independent business judgment, concluded that the 

2010 executive compensation was not in their best interests as Navigant shareholders. 

68. In approving and accepting the 2010 executive compensation, the Individual 

Defendants have not taken any steps to protect the interests of the Company and, in fact, have 

breached their fiduciary duties of care, loyalty, reasonable inquiry, oversight, good faith and 

supervision.

69. In approving and accepting the 2010 executive compensation, the Individual 

Defendants failed to act in Navigant shareholders’ best interests. Instead, the Board violated its 

own executive compensation policy for the purpose of favoring Navigant’s CEO and top 

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executives at the expense of Navigant and its shareholders. In doing so, the Individual 

Defendants breached their fiduciary duty of loyalty owed to Navigant and its shareholders. As a 

result, Navigant and its shareholders have been damaged and injured.

70. As a direct and proximate result of the failure of the Individual Defendants to 

perform their fiduciary obligations, Navigant has sustained significant damages.

71. Accordingly, Plaintiff, as a shareholder of the Company, seeks monetary 

damages, injunctive remedies, and other forms of equitable relief on Navigant’ behalf.

72. Plaintiff and the Company have no adequate remedy at law.

COUNT II

(Unjust Enrichment Against Goodyear, Howard, Nardi and Weed)

73. Plaintiff incorporates by reference and realleges each and every allegation as set 

forth above as if fully set forth herein.

74. The 2010 executive compensation violated Navigant’s pay-for-performance 

policy, and was unwarranted in light of Navigant’s dismal financial performance in 2010 and for 

the past three years. By reason of the foregoing, defendants Goodyear, Howard, Nardi and 

Weed have been unjustly enriched, while Navigant and its shareholders have been damaged and 

injured.

75. The benefits of the excessive executive compensation were conferred upon

defendants Goodyear, Howard, Nardi and Weed.

76. Defendants Goodyear, Howard, Nardi and Weed knew they were receiving the 

benefits of excessive executive compensation and/or related party transactions.

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77. Under the circumstances – the dismal financial performance of the Company – it

would be unjust to allow defendants Goodyear, Howard, Nardi and Weed to retain the benefits of 

the excessive executive compensation and the related party transactions.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows:

A. Authorizing the maintenance of this action as a derivative action, with Plaintiff as 

the derivative Lead Plaintiff;

B. Declaring that the Individual Defendants have violated their fiduciary duties to 

the Company;

C. Awarding compensatory damages against defendants individually and severally in 

an amount to be determined at trial, together with pre-judgment and post-judgment interest at the 

maximum rate allowable by law; 

D. Directing Navigant to take all necessary actions to reform and improve their 

corporate governance and internal procedures to comply with applicable laws and to protect 

Navigant and its shareholders from a repeat of the damaging events alleged herein;

E. Awarding Plaintiff the costs and disbursements of this action, including 

reasonable allowances for Plaintiff’s attorneys’ and experts’ fees and expenses; and

F. Granting such other or further relief as may be just and proper under the 

circumstances.

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JURY DEMAND

Pursuant to Fed.R.Civ.P, 38, Plaintiff demands a trial by jury.

Dated: January 18, 2012 Plaintiff

By: /s/ Marvin A. Miller

Marvin A. Miller

Lori A. Fanning

MILLER LAW LLC

115 S. LaSalle Street, Suite 2910

Chicago, IL 60603

Telephone: (312) 332-3400

Facsimilte: (312) 676-2676

Michael J. Hynes

FARUQI & FARUQI, LLP

101 Greenwood Avenue, Suite 600

Jenkintown, Pennsylvania 19046

Telephone: (215) 277-5770

Facsimile: (215) 277-5771

-andBeth A. Keller

Nicholas W. Moyne

FARUQI & FARUQI, LLP

369 Lexington Avenue, 10th Floor

New York, New York 10017

Telephone: (212) 983-9330

Facsimile: (212) 983-9331

Counsel for Plaintiff

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