UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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Korn Ferry

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Table of Contents

Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”), senior management and more than 9,000 employees of Korn Ferry (the “Company,” “firm,” “we,” “its,” and “our”), it is my pleasure to invite you to our 2024 Annual Meeting of Stockholders on September 25, 2024, at 8:00 a.m. Pacific Time (the “Annual Meeting”).

We also want to thank you for your investment in our firm. Your vote is important. Whether or not you attend the Annual Meeting virtually, we encourage you to vote. Our Annual Meeting will be conducted online this year through a live audiocast, which is often referred to as a “virtual meeting” of stockholders. Our digital format is meant to allow stockholders to participate safely, conveniently, and effectively.

Looking ahead, while there will likely continue to be a challenging economic environment, we remain steadfast in our belief that this firm will successfully navigate those headwinds and continue to deliver impact for our clients and our stockholders.

Sincerely,

Jerry P. Leamon,

Chair of the Board

August 9, 2024

Korn Ferry

1900 Avenue of the Stars, Suite 1500

Los Angeles, CA 90067

(310) 552-1834

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Notice of 2024 Annual Meeting

Meeting Information

Time and Date 8:00 a.m. Pacific Time September 25, 2024

Location Live Audiocast at www.virtualshareholdermeeting.com/KFY2024

Record Date July 31, 2024

Meeting Agenda
1.	Elect the ten directors nominated by our Board of Directors (the “Board”) and named in the Proxy Statement to serve on the Board until the 2025 Annual Meeting of Stockholders.
			FOR each Director Nominee
2.	Vote on a non-binding advisory resolution to approve the Company’s executive compensation.
				FOR
3.	Approve the Korn Ferry Amended and Restated 2022 Stock Incentive Plan.
				FOR
4.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year.
				FOR
5.	Transact any other business that may be properly presented at the Annual Meeting.

 

Virtual Meeting: Korn Ferry (the “Company,” “we,” “its,” and “our”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) online.

 

Who Can Vote: Stockholders who owned our common stock as of the close of business on July 31, 2024 (the “Record Date”) can vote online at the Annual Meeting or any adjournments or postponements thereof.

 

How to Attend: To attend the Annual Meeting online, vote, or submit questions during the Annual Meeting, stockholders of record will need to go to www.virtualshareholdermeeting.com/KFY2024 and log in using their 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). Beneficial owners should review these proxy materials and their voting instruction form or the Notice for how to vote in advance of, and how to participate in, the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 25, 2024:

The Proxy Statement and accompanying Annual Report to Stockholders are available at www.proxyvote.com.

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Who We Are*

Korn Ferry is a leading global organizational consulting firm.

9K+ employees

100+ global offices

50+ countries

 

We are pursuing a strategy to help Korn Ferry focus on clients and collaborate across our lines of business. This approach is intended to build on the best of our past and give us a clear path to the future with focused initiatives to increase our client and commercial impact.

FIVE LINES OF BUSINESS
I Executive Search	I Consulting	I Professional Search & Interim	I Recruitment Process Outsourcing	I Digital
$806M	$695M	$541M	$354M	$367M
FIVE CORE CAPABILITIES
I Organizational Strategy	I Assessment & Succession	I Talent Acquisition	I Leadership & Professional Development	I Total Rewards

 

OUR STRATEGIC PRIORITIES	1	Drive a One Korn Ferry Go-To-Market Strategy
	2	Create the Top-of-Mind Brand in Organizational Consulting
	3	Deliver Client Excellence and Innovation
	4	Advance Korn Ferry as a Premier Career Destination
	5	Pursue Transformational M&A Opportunities

 

PRESTIGIOUS AND LOYAL CLIENT BASE
97%	92%	89%	85%	86%	80%
S&P 100	Euronext 100	S&P Europe 350	FTSE 100	S&P 500	S&P Latin America 40

 

ALMOST 15K organizations served

MORE THAN 85% engagements with clients for whom we had conducted engagements in past 3 fiscal years

 

*	Information presented is for fiscal year 2024, unless otherwise indicated. For the five lines of business, figures represent fee revenue for fiscal year 2024.

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RECENT BUSINESS AWARDS AND RECOGNITIONS
America’s #1 Best Executive Recruiting Firm I Forbes Magazine (7 of 8 Years Running)	#1 Executive Search Firm in the Americas I Hunt Scanlon (4th Year Running)		A Leader in Recruitment Process Outsourcing (RPO) I Everest Group’s RPO Services Peak Matrix Assessment (7th Year Running)	#1 EMEA RPO Provider I HRO Today

One of America’s Best Management Consulting Firms I Forbes Magazine (3rd Year Running)	EMEA’s #1 Best HR Consulting Firm I Statista	One of America’s Best Professional Recruiting Firms I Forbes Magazine (7th Year Running)	A 2024 Top Sales Training & Enablement Company I Training Industries (2nd Year Running)

 

RECENT ESG AWARDS AND RECOGNITIONS
100 BEST COMPANIES FOR PARENTS	GOLD HIRE VETS MEDALLION 2023 U.S. DEPARTMENT OF LABOR	TOP COMPANIES FOR EXECUTIVE WOMEN
EQUALITY 100 AWARD LEADER IN LGBTQ+ WORKPLACE INCLUSION HUMAN RIGHTS CAMPAIGN (PERFECT SCORE)	LEADERSHIP LEVEL CDP RATING (TOP LEVEL)	SILVER ECOVADIS SUSTAINABILITY RATING (TOP 15%)
AMERICA’S CLIMATE LEADERS 2023 USA TODAY	PLATINUM MARCOM AWARDS 2021 & 2022 ESG REPORTS	PLATINUM HERMES CREATIVE AWARDS 2021, 2022 & 2023 ESG REPORTS

 

 

 

RECENT ESG ACCOMPLISHMENTS
PUBLISHED 2023 ESG Report 2023 SASB Report TCFD Report	$2.6M+ Donated Financially or Through In-Kind Services in CY’23	ISO Certified Global Privacy & Security Programs

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Corporate Governance (page 23)

ACTIVE BOARD REFRESHMENT			STRONG GOVERNANCE PRACTICES	RESPONSIVE STOCKHOLDER ENGAGEMENT
Annual Director Elections with Majority Voting (in Uncontested Elections)   Annual Board and Committee Self-Evaluations   10-Term Service Limit for Non-Executive Directors Joining the Board After October 1, 2020			No Supermajority Voting Standards   Stockholder Right (at 25% Threshold) to Call Special Stockholder Meetings   No Poison Pill in Effect   No Directors Serve on More than 4 Public Company Boards   Committee-Level Oversight of ESG Program	Communication Process for Stockholders to Communicate with the Board   Regular Stockholder Engagement Throughout the Year   Quarterly Earnings Calls to Discuss Results and Investor Questions   Regular Attendance at Industry Conferences   Met with Active (non-index) Stockholders in FY’24
Director Refreshment (Additions)
2024	Russell A. Hagey (Nominee)
2023	Matthew J. Espe
2022	Charles L. Harrington
2021	Laura M. Bishop
2019	Lori J. Robinson   Len J. Lauer***

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Board Skills & Competencies

 

	Innovative Thinking
	High Ethical Standards
	Appreciation of Diverse Cultures and Backgrounds
	Risk Management/Oversight Experience
	Broad International Experience
	Significant Strategic Oversight and Execution Experience
	Climate and Energy Experience
	Extensive Senior Leadership/Executive Officer Experience (including as a public company Chief Executive Officer)
	Experience Overseeing Large and Diverse Workforces
	Broad Product and Marketing Experience
	Accounting Experience (including two Certified Public Accountants)
	Information Security Experience
	Significant Public Company Board, Committee, and Corporate Governance Experience

Board Nominees (pages 17 – 22)

 

Doyle N. BENEBY		Independent Age: 64 Director Since: 2015   Committees Memberships: Compensation & Personnel Nominating & Corporate Governance (Chair)   Experience: •  Former President and CEO, Midland Cogeneration Venture •  Former CEO, New Generation Power International •  Former President and CEO, CPS Energy
Laura M. BISHOP		Independent Age: 62 Director Since: 2021   Committee Memberships: Audit Compensation & Personnel   Experience: •  Former EVP and CFO, USAA •  Former SVP and CFO, Luby’s Inc. •  Former Senior Manager, Ernst & Young LLP •  Certified Public Accountant
Gary D. BURNISON		President/CEO of Korn Ferry Age: 63 Director Since: 2007   Committee Memberships: None   Experience: •  21+ years of service with Korn Ferry •  Former Principal and CFO, Guidance Solutions
Matthew J. ESPE		Independent Age: 65 Director Since: 2023   Committee Memberships: Audit Compensation & Personnel   Experience: •  Operating Partner, Advent International •  22+ years of public and private company board experience
Russell A. HAGEY		Independent Age: 63 Director Nominee   Committee Memberships: None   Experience: •  Senior Partner and Chief Leadership Officer, Bain & Company, Inc. •  40 years’ experience in the consulting industry

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Charles L. HARRINGTON		Independent Age: 65 Director Since: 2022   Committee Memberships: Audit Nominating & Corporate Governance   Experience: •  Former Chairman, CEO and President, Parsons Corporation •  16+ years of public board experience
Jerry P. LEAMON		Independent Age: 73 Director Since: 2012   Committee Memberships: Compensation & Personnel (Chair)   Experience: •  Former Global Managing Director, Deloitte •  Almost 40 years at Deloitte with responsibility for services to many of its largest clients •  Certified Public Accountant
Angel R. MARTINEZ		Independent Age: 69 Director Since: 2017   Committee Memberships: Audit   Experience: •  Former Chairman of the Board of Directors and Former President and CEO of Deckers Brands (formerly known as Deckers Outdoor Corporation) •  25+ years of public board experience
Debra J. PERRY		Independent Age: 73 Director Since: 2008   Committee Memberships: Audit (Chair) Nominating & Corporate Governance   Experience: •  Former senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. •  40+ years of experience in financial services and serving on financial institution boards and audit committees
Lori J. ROBINSON		Independent Age: 65 Director Since: 2019   Committee Memberships: Compensation & Personnel Nominating & Corporate Governance   Experience: •  Former Commander, U.S. Northern Command and North American Aerospace Defense Command, Department of the Air Force (Ret.) •  3+ decades of U.S. Air Force experience •  Four Star General and first female U.S. Combatant Commander

 

Engaged Directors and Committees

 

7 Board meetings	8 Compensation & Personnel Committee Meetings
8 Audit Committee Meetings	4 Nominating & Corporate Governance Committee Meetings

 

Committee Chair Insights

 

Each of the Company’s three standing Board committees is committed to staying abreast of the latest issues impacting good corporate governance.

 

The Company has included three sets of Questions & Answers (“Q&As”), one with the chair of each of the Company’s standing committees.

 

•	On page 13, hear from Doyle N. Beneby, Chair of the Nominating & Corporate Governance Committee, on overseeing ESG reporting and developments.

 

•	On page 40, hear from Jerry Leamon, Chair of the Compensation & Personnel Committee, on selecting performance goals for incentive plans.

 

•	On page 88, hear from Debra Perry, Chair of the Audit Committee, on overseeing the Company’s response to the changing business environment.

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2024 Executive Compensation Summary (page 54)

 

		Gary D. Burnison(1)		Robert P. Rozek(2)		Mark Arian(3)		Michael Distefano(4)		Jeanne MacDonald(5)		Byrne Mulrooney(6)
Base Salary		$1,000,000		$625,000		$550,000		$550,000		$517,617		$139,584
Bonus		–		–		–		–		$200,000		–
Stock Awards		$8,792,685		$3,620,719		$2,637,600		$2,068,994		$199,796		$2,534,365
Non-Equity Incentive Plan Compensation		$2,212,500		$1,106,250		$779,900		$572,000		$611,050		–
Change in Pension Value and Nonqualified Deferred Compensation Earnings		–		–		–		–		–		–
All Other Compensation		$92,473		$70,687		$88,209		$393,328		$586,880		$25,596
Total		$12,097,658		$5,422,656		$4,055,709		$3,584,322		$2,115,343		$2,699,545

 

(1)

President and Chief Executive Officer

 

(2)

Executive Vice President, Chief Financial Officer and Chief Corporate Officer

 

(3)

Chief Executive Officer, Consulting

 

(4)

Chief Executive Officer, Professional Search and Interim

 

(5)

Chief Executive Officer, RPO

 

(6)

Former Chief Executive Officer, RPO and Digital

 

2024 Executive Total Compensation Mix (page 42)

 

 

	I CEO Compensation Mix*			I Other NEO Compensation Mix*

*	Equity awards based upon grant date value. For purposes of this graph, “Other” includes the value of Ms. MacDonald’s one-time promotion cash bonus.

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Compensation Process Highlights (pages 28 and 41 – 44)

 

•

Our Compensation and Personnel Committee receives advice from its independent compensation consultant.

 

•

We review total direct compensation and the mix of the compensation components for our named executive officers relative to our peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global people and organizational consulting firm.

 

Elements of Compensation (pages 45 – 52)

 

Element		Purpose		Determination
Base Salary		Compensate for services rendered during the fiscal year and provide sufficient fixed cash income for retention and recruiting purposes.		Reviewed on an annual basis by the Compensation and Personnel Committee, taking into account competitive data from our peer group, input from our compensation consultant, and the executive’s individual performance.
Annual Cash Incentives		Motivate and reward named executive officers for achieving performance goals over a one-year period.		Determined by the Compensation and Personnel Committee based upon performance goals, strategic objectives, and competitive data.
Long-Term Incentives		Align the named executive officers’ interests with those of stockholders and motivate and retain top talent.		Determined by the Compensation and Personnel Committee based upon a number of factors including competitive data, total overall compensation provided to each named executive officer, and historical grants.

 

Compensation Practices (page 41)

 

Clawback policy applicable to all cash incentive payments and performance-based equity awards granted to executive officers.

 

No “single trigger” equity acceleration for named executive officers in connection with a change in control.

 

Policies prohibiting insider trading, hedging, speculative trading, or pledging of Company stock.

 

Stock ownership requirements for named executive officers and directors.

 

No excise tax gross-ups to any executive officers.

 

Forward-Looking Statements & Website References

 

This Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to, statements regarding the Company’s plans, objectives, expectations, and intentions, including regarding the Company’s goals or expectations with respect to future financial results, corporate responsibility, including the Company’s ESG Program, sustainability, employees, compensation philosophy, the expected benefits of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities, as well as statements from third parties about our ESG performance and risk profile. These statements are based on current expectations and are subject to numerous risks and uncertainties, many of which are outside of the control of Korn Ferry. Forward-looking statements are not guarantees or promises that goals or targets will be met. The Company undertakes no obligation to update any forward-looking or other statements, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so. In addition, historical, current, and forward-looking sustainability-related statements may be based on current or historical goals, targets, aspirations, commitments, or estimates; standards for measuring progress that are still developing; diligence, internal controls, and processes that continue to evolve; data, certifications, or representations provided or reviewed by third parties, including information from acquired entities that is incomplete or subject to ongoing review or has not yet been integrated into the Company’s reporting processes; and assumptions that are subject to change in the future. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including legislative and regulatory developments, technological innovations and advances, and those factors discussed or referenced in our most recent annual report on Form 10-K filed with the SEC for the fiscal year ended April 30, 2024 (the “Form 10-K”), under the heading “Risk Factors,” a copy of which is being made available with this Proxy Statement, and subsequent quarterly reports on Form 10-Q.

 

Website references and hyperlinks throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement, nor does it constitute a part of this Proxy Statement.

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Proposal No. 1

Election of Directors

Our stockholders will be asked to consider the following ten nominees for election to our Board to serve for a one-year term until the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal:

Each of the nominees was previously elected by stockholders at the 2023 Annual Meeting of Stockholders, except for our new nominee Russell A. Hagey who is standing for election for director for the first time at the Annual Meeting. Mr. Hagey was identified as part of a thorough search process conducted by Korn Ferry’s internal board search consultants. Detailed biographical information regarding each of these nominees is provided in this Proxy Statement under the heading “Background Information Regarding Director Nominees.” Our Nominating and Corporate Governance Committee (the “Nominating Committee”) has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the Annual Meeting.

All nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. The Company did not receive any stockholder nominations for director. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

Required Vote

In uncontested elections, directors are elected by a majority of the votes cast, meaning that each director nominee must receive a greater number of shares voted “for” such nominee than the shares voted “against” such nominee. If an incumbent director does not receive a greater number of shares voted “for” such director than shares voted “against” such director, then such director must tender his or her resignation to the Board. In that situation, the Company’s Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results were certified, the Board would act on the Nominating Committee’s recommendation and publicly disclose its decision and rationale behind it.

In a contested election, directors are elected by a plurality of the votes cast.

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The Board of Directors

The Company’s Restated Certificate of Incorporation provides that the number of directors shall not be fewer than eight nor more than fifteen, with the exact number of directors within such limits to be determined by the Board. Currently, the Board is comprised of nine directors; effective immediately upon the election of directors at the Annual Meeting, the size of the Board will be increased to ten directors. Upon the recommendation of the Company’s Nominating Committee, the Board has nominated the following persons to serve as directors until the 2025 Annual Meeting of Stockholders or their earlier death, resignation, or removal:

Each of the named nominees is independent under the NYSE rules, except for Mr. Burnison. If re-elected, Mr. Leamon will continue to serve as the Company’s independent non-executive Chair of the Board.

The Board held seven meetings during fiscal year 2024. Each of the incumbent directors attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal year 2024 except Angel Martinez. Excluding an absence due to illness, Mr. Martinez would have attended over 75% of such meetings. In addition to attending Board and Audit Committee meetings, Mr. Martinez attended a number of meetings with Korn Ferry’s management team on topics including marketing campaigns and artificial intelligence. Directors are expected to attend each annual meeting of stockholders. Seven directors then-serving attended the 2023 Annual Meeting of Stockholders online.

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Director Qualifications

Annual Board and Committee Evaluations

Each year, the Board and its committees conduct a self-evaluation to determine that they are functioning effectively and consistently with their purpose and responsibilities. Topics addressed through these processes have included Board structure, director nominations and recruitment, Board and committee meetings and information, Board responsibilities, including management succession planning, and Board and management relations.

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Snapshot of Director Nominees

 

 

Board Composition: Skills, Tenure, and Diversity

 

The Board and Company are focused on creating a Board that reflects a wide range of backgrounds, experiences, and cultures. Each of our nominees possesses certain qualifications, including innovative thinking, high ethical standards, and an appreciation for diverse cultures and backgrounds, and together they bring a breadth of experience across industries. In addition to these qualifications, the following skills are possessed by one or more of our nominees (as described in the “Background and Qualifications of Director Nominees” section on the following pages):

 

	Risk Management/Oversight Experience			Experience Overseeing Large & Diverse Workforces
	Broad International Experience			Broad Product and Marketing Experience
	Significant Strategic Oversight & Execution Experience			Accounting Experience (including two Certified Public Accountants)
	Climate and Energy Experience			Information Security Experience
	Extensive Senior Leadership/Executive Officer Experience (including as a public company Chief Executive Officer)			Significant Public Company Board, Committee, & Corporate Governance Experience

 

 

	Beneby	Bishop	Burnison	Espe	Hagey	Harrington	Leamon	Martinez	Perry	Robinson
Gender	M	F	M	M	M	M	M	M	F	F
Racially/ Ethnically Diverse	●							●

 

*	Tenure is provided for non-executive directors only. Figures may not total 100% due to rounding.
**	These graphics represent directors who are members of underrepresented groups (by gender or race/ethnicity). Military veterans are not included in this percentage.

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Background and Qualifications of Director Nominees

The biographies below set forth information about each of the director nominees, including each such person’s specific experience, qualifications, attributes, and skills (as described on page 16) that led our Board to conclude that such director nominee should serve on our Board in light of the Company’s current business, structure, and strategic plans. The process undertaken by the Nominating Committee in recommending qualified director candidates is described above under “Director Qualifications” and below under “Corporate Governance—Board Committees—Nominating and Corporate Governance Committee.”

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Corporate Governance

The Board oversees the business and affairs of the Company and believes good corporate governance is a critical factor in our continued success and also aligns management and stockholder interests. Through our website, at www.kornferry.com, our stockholders have access to key governing documents such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of each committee of the Board, as well as information regarding our internal ESG Program. The highlights of our corporate governance program are included below:

•  89% Independent Directors •  Independent Board Chair •  100% Independent Board Committees •  Regular Executive Sessions of Independent Directors •  Annual Board and Committee Self-Evaluations •  Annual Strategic Off-Site Meeting •  No Director Serves on More than Four Public Company Boards (including the Company’s Board) •  10-Term Service Limit for Non-Executive Directors Joining the Board after October 1, 2020 •  Committee-Level Oversight of ESG Program •  Board-Level Oversight of Political Contributions and Risk

•  Annual Director Elections •  Majority Voting for Directors in Uncontested Elections •  No Poison Pill in Effect •  Stockholder Communication Process for Communicating with the Board •  Regular Stockholder Engagement •  No Supermajority Voting Standards •  Ability of Stockholders to Call Special Stockholder Meetings

•  Clawback Policy for Incentive-Based Compensation Aligned with NYSE Requirements •  Stock Ownership Policy •  Pay-for-Performance Philosophy •  Policies Prohibiting Hedging, Pledging, and Short Sales •  No Excise Tax Gross-Ups •  Annual Evaluation of Corporate Governance Guidelines and Committee Charters •  Annual Board and Compensation Committee Review of Succession Planning •  Board Access to Management

Board Leadership Structure

Board Discretion. The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and Chief Executive Officer in the manner it considers to be in the best interests of the Company and that the role of Chair and Chief Executive Officer may be filled by a single individual or two different persons. This provides the Board with flexibility to decide what leadership structure is in the best interests of the Company at any point in time.

Separate Chair and CEO. Currently, the Board is led by an independent, non-executive Chair, Mr. Leamon. Following the Annual Meeting, Mr. Leamon will serve as Chair of the Board, subject to his re-election as a director at the Annual Meeting. The Board has determined that having an independent director serve as Chair of the Board is in the best interests of the Company at this time because it allows the Chair to focus on the effectiveness and independence of the Board while the Chief Executive Officer focuses on executing the Company’s strategy and managing the Company’s business. In the future, the Board may determine that it is in the best interests of the Company to combine the role of Chair and Chief Executive Officer.

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Director Independence

Board Determinations. The Board has determined that as of the date hereof, 89% of the Board is “independent” under the independence standards of The New York Stock Exchange (the “NYSE”). The Board has determined that the following directors and nominees are “independent” under the independence standards of the NYSE: Doyle N. Beneby, Laura M. Bishop, Matthew J. Espe, Russell A. Hagey, Charles L. Harrington, Jerry P. Leamon, Angel R. Martinez, Debra J. Perry, and Lori J. Robinson.

Independence Standards. For a director to be “independent,” the Board must affirmatively determine that such director does not have any material relationship with the Company. To assist the Board in its determination, the Board reviews director independence in light of the categorical standards set forth in the NYSE’s Listed Company Manual. Under these standards, a director cannot be deemed “independent” if, among other things:

Executive Sessions. The independent directors of the Board meet regularly in executive sessions outside the presence of management. Mr. Leamon, as Chair of the Board, currently presides at all executive sessions of the independent directors.

I If All Nominees Are Elected

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Board’s Oversight of Enterprise Risk and Risk Management

The Board plays an active role, both as a whole and also at the committee level, in overseeing the Company’s management of risks. Management is responsible for the Company’s day-to-day risk management activities.

Audit Committee		Nominating and Corporate Governance Committee		Compensation and Personnel Committee
Periodically reviews management’s risk assessment and risk management policies, the Company’s major financial risk exposures (including risks related to cybersecurity vulnerabilities), and the steps management has taken to monitor and control such exposures		Oversees risks associated with operations of the Board and its governance structure   Oversees risks associated with ESG matters		Reviews risks related to Company’s compensation policies and programs for senior management and employees   Assists the Board in determining whether the Company’s compensation policies and programs involve risks that are reasonably likely to have a material adverse effect on the Company

The Company has established and periodically updates an enterprise risk assessment program for identifying, aggregating, and evaluating key risks across the enterprise. This program is integrated with the Company’s annual planning, audit scoping, and internal control evaluation by its internal auditor and the Company’s Enterprise Risk Council, composed of leaders of key functions and supported by third-party advisors. In addition to an annual enterprise risk assessment, the Enterprise Risk Council conducts ongoing review and monitoring for new and emerging key enterprise risks as well as for changes to existing key enterprise risks and mitigation measures throughout the year. While the Board reviews risk management more broadly as a dedicated periodic agenda item, the review of the results of the annual enterprise risk assessment and ongoing risk monitoring and mitigation activities throughout the year is a dedicated quarterly agenda item for the Audit Committee. The Company’s other Board committees also consider and address risk during the course of the performance of their committee responsibilities, as summarized in the above graphic.

We believe the division of risk management responsibilities described above provides an appropriate framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management. To address emerging risks, the Company will from time to time form working groups to monitor or focus on such risks, such as the AI & Emerging Technology Working Group, whose responsibilities, membership, and goals have evolved over time.

Throughout the year, the Board and its committees receive regular updates on governance topics ranging from the increasing focus on ESG, diversity, and human capital matters by investors and regulators, legal developments related to corporate governing documents, and evolving SEC disclosure and stockholder proposal requirements, among others.

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Cybersecurity and Data Privacy Risk Oversight

Our Board is responsible for the oversight of the Company’s overall enterprise risk management program, which includes cybersecurity risks. The Board is briefed at least annually by the Chief Information Officer on the readiness and efficacy of the cybersecurity program. These briefs include a review of the Company’s cybersecurity initiatives, key security metrics, business continuity and disaster recovery plans, results of annual internal and external penetration tests, and updates on evolving cyber threats and mitigation plans. These briefs also review significant updates to procedures, policies, and controls used to identify, manage, and mitigate cybersecurity risks. The Board is supported in this oversight by the Audit Committee, which receives regular updates from members of the executive leadership team including the Chief Financial Officer, General Counsel, Chief Information Officer, and the Senior Vice President Internal Audit on emerging cybersecurity risks and issues. For additional information regarding our cybersecurity governance and risk management, please refer to our Form 10-K under the heading “Cybersecurity.”

Assessment of Risk Related to Compensation Programs

During fiscal year 2024, the Company conducted its annual review of executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: (1) balancing performance focus between near-term objectives and longer-term strategic initiatives; (2) issuing annual equity awards that vest over multiyear time horizons, whether vesting is primarily based on continued service or achievement of performance goals; and (3) maintaining a stock ownership policy and a clawback policy applicable to our executive officers. Furthermore, the Compensation and Personnel Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for named executive officers. As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.

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Board Committees

Although the full Board considers all major decisions, the Company’s Bylaws permit the Board to have the following standing committees to more fully address certain areas of importance: (1) an Audit Committee, (2) a Compensation and Personnel Committee, and (3) a Nominating and Corporate Governance Committee. The members of the standing committees as of the date hereof are set forth in the tables below and reflect fully independent committees led by well-qualified chairs. Following the Annual Meeting, the Board will review the Nominating Committee’s recommendations, if any, regarding the composition of the standing committees.

Audit Committee

Fiscal 2024 Meetings Held: 8

Debra J. PERRY				Laura M.		Matthew J.		Charles L.		Angel R.
	CHAIR			BISHOP		ESPE		HARRINGTON		MARTINEZ

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The Audit Committee also reviews new accounting standards applicable to the Company with the independent registered public accounting firm, Internal Audit Department, General Counsel, and the Chief Financial Officer, and is available to receive reports, suggestions, questions, and recommendations from them. The Audit Committee also confers with these parties in order to help assure the sufficiency and effectiveness of the programs being followed by corporate officers in the areas of compliance with legal and regulatory requirements, business conduct, and conflicts of interest.

Members of the Audit Committee may not serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination either on or through the Company’s website or in the annual proxy statement. The Board has determined that Mr. Harrington’s simultaneous service on the audit committees of four public companies will not impair his ability to effectively serve on the Audit Committee.

Compensation and Personnel Committee

Fiscal 2024 Meetings Held: 8

Jerry P. LEAMON				Doyle N.		Laura M.		Matthew J.		Lori J.
	CHAIR			BENEBY		BISHOP		ESPE		ROBINSON

The Compensation Committee also reviews and develops, in conjunction with the CEO, a CEO succession plan, both for use in an emergency situation and in the ordinary course of business, which the committee reports at least annually to the full Board. The Compensation Committee also oversees succession planning for positions held by senior management (other than the CEO) and reviews such plans at least annually with the Board, including recommendations and evaluations of potential successors to fulfill such positions.

The Compensation and Personnel Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee consisting solely of members of the Compensation and Personnel Committee who are non-employee directors and outside directors.

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Nominating and Corporate Governance Committee

Fiscal 2024 Meetings Held: 4

Doyle N. BENEBY				Charles L.		Debra J.		Lori J.
	CHAIR			HARRINGTON		PERRY		ROBINSON

In evaluating potential nominees and deciding whether to renominate current directors for re-election each year, the Nominating Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability and willingness to commit adequate time and attention to Board activities (including his or her service as an executive officer at a public company or on public company boards), and the absence of potential conflicts with the Company’s interests. While the Nominating Committee does not have a formal policy with respect to diversity, it also takes into account the diversity of the Board when considering director nominees.

Stockholder Recommendations. Any stockholder recommendations for director are evaluated in the same manner as all other candidates considered by the Nominating Committee. Stockholders may recommend director nominees by mailing submissions to Korn Ferry, 1900 Avenue of the Stars, Suite 1500, Los Angeles, California 90067, Attention: Corporate Secretary.

Board Education and Refreshment

The Board seeks to bring together a diverse mix of directors that the Board and senior management can leverage to make well considered strategic decisions in the best interests of the Company and its stockholders. In support of this effort, management and the Board endeavor to provide directors with the information and updates needed to support their effective and active oversight of the Company.

Onboarding. Management, working with the Board and the Nominating Committee, is responsible for providing an orientation process for new directors, including background material on the Company, its business plan and its risk profile, and meetings with senior management.

Strategic Off-Site. The Board reviews the Company’s long-term strategic plan at least annually and monitors implementation of the strategic plan throughout the year. The Board also holds an annual off-site meeting that focuses on the Company’s strategy and the major areas of the Company’s business.

Continuing Education. Under our policies, management is responsible for preparing additional educational sessions for directors on matters relevant to the Company, its business plan, and risk profile. The Company also offers to reimburse directors for attending continuing board education programs.

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The Board has also adopted or updated refreshment mechanisms in the Corporate Governance Guidelines to balance the desire for Board refreshment with the flexibility to prioritize a director’s contributions to the Board as the most important factor for determining continued service and allow the Board to retain significantly contributing directors for additional time where warranted.

Ten-Term Service Limit. To encourage Board refreshment, new non-executive directors are not eligible to stand for re-election after serving as a director for ten full terms on the Board.

Retirement Age Policy. A director is generally not eligible to stand for election after the director’s 74^th birthday. The Corporate Governance Guidelines, however, reserve the Board’s right, after a formal review of a director’s contributions, to allow a director to stand for election for up to three additional terms of service after reaching his or her 74^th birthday. Any such formal review will be conducted prior to nominating a director for any such additional term. The Board and the Nominating Committee believe that this policy appropriately enables the Board to retain the experienced insights of current directors while retaining a retirement age limit as a succession mechanism.

As Chair of the Board since September 2022, and a director since 2012, Mr. Leamon has provided robust guidance and insight to the Board and its oversight of the Company. Mr. Leamon is a highly engaged director and has used his almost 40 years of experience at Deloitte to oversee and inform the Company’s strategic goals. In light of Mr. Leamon’s continued and substantial contributions as a director, the Board, at the recommendation of the Nominating and Corporate Governance Committee, exercised its right under the Corporate Governance Guidelines to nominate Mr. Leamon to an additional term after his 74th birthday.

I Director Refreshment

(Additions)

2024		2023		2022		2021		2019
Russell Hagey		Matthew J. Espe		Charles L. Harrington		Laura M. Bishop		Lori J. Robinson
(Nominee)								Len J. Lauer**

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Culture of Integrity and Code of Business Conduct and Ethics

Korn Ferry is committed to having and maintaining a strong and effective global Ethics and Compliance Program. Consistent with that commitment, the Board has promoted and continues to promote the Company’s culture of ethics and integrity. The Board has adopted a Code of Business Conduct and Ethics that is applicable to all directors, employees, and officers (including the Company’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer). Quality and professional responsibility starts with our Korn Ferry colleagues, which the Board emphasizes through the “tone at the top.”

The Code of Business Conduct and Ethics provides a set of shared values to guide our actions and business conduct, including loyalty, honesty, accountability, observance of ethical standards, and adherence to the law. Among other things, the Code of Business Conduct and Ethics requires directors, employees, and officers to:

It also prohibits directors, employees, and officers from using or attempting to use their position at the Company to obtain an improper personal benefit. We intend to post on the Company’s website amendments or waivers, if any, to the Code of Business Conduct and Ethics, with respect to our officers and directors within four business days following the amendment or waiver.

Korn Ferry asks all directors, officers, and employees, no matter where they are in the world, to make a commitment to abide by the Code of Business Conduct and Ethics, and the Company’s values and ethical business conduct practices.

Our ethical business conduct practices and oversight include the following:

Commitment to Good Governance Practices

The Nominating Committee and the Board benchmark its practices against its peers and other companies to review and consider “best practices” in corporate governance. The Nominating Committee and the Board also value stockholder input. Over the past several years, the Board has implemented various governance changes as a result of the Board’s ongoing review of its governance practices, including in response to the views or input of the Company’s stockholders, such as:

	Adding oversight of the Company’s ESG Program to the responsibilities of the Nominating and Corporate Governance Committee
	Adopting a special stockholder meeting right for stockholders owning 25% of outstanding shares of Company stock
	Removing supermajority voting requirements and replacing them with majority voting standards
	Declassifying the Board and moving to annual director elections for all directors
	Engaging in outreach with investors related to executive compensation and ESG matters

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The Board has also adopted Corporate Governance Guidelines, which among other things:

In addition, the Corporate Governance Guidelines require that, when a director’s principal occupation or business association changes substantially during his or her tenure as a director, that director is required to provide written notice of such change to the chair of the Nominating Committee and agree to resign from the Board if the Board determines to accept such resignation. The Nominating Committee must then review and assess the circumstances surrounding such change and recommend to the Board any appropriate action to be taken.

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Proposal No. 2 

Advisory Resolution to Approve Executive Compensation

In accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and more specifically, Section 14A of the Exchange Act, which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking stockholders to vote on an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. Our executive compensation program is designed to support the Company’s long-term success. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation and Personnel Committee has structured our executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Compensation Discussion and Analysis” section below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative below which provide detailed information on the compensation of our named executive officers. The Compensation and Personnel Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” section are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to the Company’s success.

We are asking stockholders to approve the following advisory resolution at the 2024 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Korn Ferry (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation and Personnel Committee will carefully review and consider the voting results when evaluating our executive compensation program. Taking into account the advisory vote of stockholders regarding the frequency of future “say-on-pay” votes at our 2023 Annual Meeting of Stockholders, the Board’s current policy is to include an advisory resolution to approve the compensation of our named executive officers annually. Accordingly, unless the Board modifies its policy on the frequency of future “say-on-pay” votes, the next advisory vote to approve our executive compensation will occur at the 2025 Annual Meeting of Stockholders.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY: FOCUS ON PAY-FOR-PERFORMANCE

Our Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) section provides a detailed description of our compensation philosophy, practices, and the factors and process used in making compensation decisions with respect to our fiscal year 2024 named executive officers (“NEOs”):

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Highlights for Fiscal Year 2024

Our fiscal year 2024 performance reflects the relevance of our strategy, the top-line synergies created by our end-to-end talent and leadership solutions, and the increasing reach and relevance of the Korn Ferry brand. Thanks to the passion and performance of our colleagues, we have concluded the year with strong results, in what was a very challenging macroeconomic environment.

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RECENT BUSINESS AWARDS AND RECOGNITIONS
America’s #1 Best Executive Recruiting Firm I Forbes Magazine (7 of 8 Years Running)	#1 Executive Search Firm in the Americas I Hunt Scanlon (4th Year Running)		A Leader in Recruitment Process Outsourcing (RPO) I Everest Group’s RPO Services Peak Matrix Assessment (7th Year Running)	#1 EMEA RPO Provider I HRO Today

One of America’s Best Management Consulting Firms I Forbes Magazine (3rd Year Running)	EMEA’s #1 Best HR Consulting Firm I Statista	One of America’s Best Professional Recruiting Firms I Forbes Magazine (7th Year Running)	A 2024 Top Sales Training & Enablement Company I Training Industries (2nd Year Running)

 

RECENT ESG AWARDS AND RECOGNITIONS
100 BEST COMPANIES FOR PARENTS	GOLD HIRE VETS MEDALLION 2023 U.S. DEPARTMENT OF LABOR	TOP COMPANIES FOR EXECUTIVE WOMEN
EQUALITY 100 AWARD LEADER IN LGBTQ+ WORKPLACE INCLUSION HUMAN RIGHTS CAMPAIGN (PERFECT SCORE)	LEADERSHIP LEVEL CDP RATING (TOP LEVEL)	SILVER ECOVADIS SUSTAINABILITY RATING (TOP 15%)
AMERICA’S CLIMATE LEADERS 2023 USA TODAY	PLATINUM MARCOM AWARDS 2021 & 2022 ESG REPORTS	PLATINUM HERMES CREATIVE AWARDS 2021, 2022 & 2023 ESG REPORTS

 

 

 

RECENT ESG ACCOMPLISHMENTS
PUBLISHED 2023 ESG Report 2023 SASB Report TCFD Report	$2.6M+ Donated Financially or Through In-Kind Services in CY’23	ISO Certified Global Privacy & Security Programs