DEF 14A of Everforth Inc, Apr 25, 2024

DEF 14A of Everforth Inc

Filed Apr 25, 2024 · FY20230000890564-24-000010

Open on EDGAR

  1. grants

    | Proposal One – Election of Directors | 2 | Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 37 | | Vote Required | 2 | Outstanding Equity Awards at Fiscal Year End | 38 | | Board Recommendation | 2 | Option Exercises and Stock Vested | 39 | | Board Experience Matrix | 9 | Non-Qualified Deferred Compensation | 39 | | Independent Directors and Material Proceedings | 9 | Payments Upon Termination or Change in Control | 40 | | Role of the Board | 9 | CEO Pay Ratio | 42 | | Board Leadership Structure | 10 | Pay Versus Performance | 42 | | Board Committees and Meetings | 10 | Equity Compensation Plan Information | 45 | | Risk Oversight | 12 | | | | Meetings | 13 | Proposal Two – Advisory Vote on Executive Compensation | 47 | | Attendance of Directors at 2023 Annual Meeting of Stockholders | 13 | | | | Director Compensation | 13 | Vote Required | 47 | | Environmental Social Governance at ASGN | 14 | Board Recommendation | 47 | | Director and Executive Officer Stock Ownership Guidelines | 15 | Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm | 48 | | Director and Executive Officer Hedging and Pledging Transactions Policy | 15 | | | | Ethics | 15 | Principal Accountant Fees and Services | 48 | | Communicating with the Board | 15 | Vote Required | 48 | | Compensation Committee Interlocks and Insider Participation | 16 | Board Recommendation | 48 | | Security Ownership of Certain Beneficial Owners and Management | 17 | Report of the Audit Committee | 49 | | Ownership of More than Five Percent of the Common Stock of ASGN | 17 | General Information about the Annual Meeting and Voting | 50 | | Ownership of Directors and Management of ASGN | 18 | Certain Relationships and Related Party Transactions | 53 | | Compensation Committee Chair Letter | 21 | Other Matters | 53 | | Executive Compensation Discussion and Analysis | 22 | Where You Can Find Additional Information | 53 | | Executive Summary | 22 | Incorporation by Reference | 53 | | ASGN's Strategic Direction | 23 | Proposals by Stockholders | 53 | | Summary of Say-on-Pay and Responsiveness | 24 | Miscellaneous | 54 | | Compensation Philosophy | 25 | Annex A – Reconciliation of Performance Target | A-1 | | Compensation Committee Report | 34 | | | | Summary Compensation Table | 35 | | | | Grants of Plan-Based Awards | 36 | | |

  2. ASGN Incorporated

    | Name(1) | Fees Earned in Cash | Stock Awards(2) | Total | | Arshad Matin, Chair | $190,000 | $184,958 | $374,958 | | Brian J. Callaghan | 107,208 | 184,958 | 292,166 | | Joseph W. Dyer | 105,000 | 184,958 | 289,958 | | Mark A. Frantz | 95,000 | 184,958 | 279,958 | | Maria R. Hawthorne | 97,000 | 184,958 | 281,958 | | Jonathan S. Holman | 115,000 | 184,958 | 299,958 | | Mariel A. Joliet | 104,500 | 184,958 | 289,458 | | Marty R. Kittrell | 115,000 | 184,958 | 299,958 | | Carol J. Lindstrom | 90,000 | 184,958 | 274,958 | | Edwin A. Sheridan, IV | 105,000 | 184,958 | 289,958 |

  3. ASGN Incorporated

    The Compensation Committee recommends, and the Board reviews and approves, the form and amount of director compensation. In 2022, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to help determine compensation for the Board of Directors. In connection with the review, Semler Brossy provided market data based on the executive compensation peer group, noting that the Company's Board compensation was approximately 11 percent below market, and proposed increases in compensation to bring the directors' total compensation to approximately six percent above the median of the Company's executive compensation peer group. The Compensation Committee retained its practice for providing a substantial portion of a director’s annual retainer in the form of equity compensation. The Board approved the compensation plan proposed by Semler Brossy and recommended by the Compensation Committee for the Board effective June 2022. That compensation plan for directors remained the same through 2023. In 2023, the annual cash fee for all non-executive directors was $85,000, plus non-chair audit committee members received $12,000 annually, non-chair compensation committee members received $7,500 annually and the other non-chair committee members received $5,000 annually per committee. The Board and committee chairs received fees for their services as chairpersons as well as set forth below. All fees are paid on a quarterly basis.

  4. ASGN Incorporated

    On January 3, 2023, the non-executive directors received their annual restricted stock unit ("RSU") grant with a grant-date value of approximately $185,000, with one-half of the RSU grants vesting on the grant date and the remaining half vesting on the one-year anniversary of the grant date. In addition, we reimburse all directors for their reasonable expenses incurred when attending Board and committee meetings, and up to $2,500 annually per director for director education and training. Environmental Social Governance at ASGN We are committed to creating a more sustainable and inclusive future for all stakeholders. Our vision is ‘To engage and mobilize tomorrow's workforce responsibly and sustainably.’TM In June 2023 we published our annual ESG report, and an updated version will be available this June. Many of the visuals in our full report include our year-over-year progress from 2019. Our ESG efforts are overseen by our Board's Nominating and Corporate Governance Committee. Cybersecurity ASGN business segments continue to ensure the foundational implementation of security controls recommended by the National Institution of Science and Technology Special Publication 800-171 (NIST SP 800-171) cybersecurity framework as prescribed by the Cybersecurity Maturity Model Certification ("CMMC 2.0"). This framework was selected because several of our clients represent the Department of Defense ("DoD"), the National Security Agency ("NSA"), and other Federal civilian agencies. Our Board of Directors' Strategy and Technology Committee continues to meet regularly to discuss topics on the cyber threat landscape, recent technological innovations, and resilience, and the Board gets quarterly updates on cybersecurity issues. ASGN works with commercial customers to assist them in implementing security best practices (e.g., HITRUST, CMMC and ISO 27001). To ensure our organizations remain aligned with security regulations and best practices, we employ third-party auditors to review our security posture and provide recommendations to keep our stakeholders, customers and employees safe. This ensures our organization maintains a security-first culture and implements standardization across all divisions across all platforms, tools and processes. Responsible Business ASGN is committed to responsible business practices that promote a culture of ethics and integrity. We are a corporate participant of the United Nations Global Compact ("UNCG"), and we continue to make significant strides in our corporate governance, including establishing a comprehensive Enterprise Risk Management plan. We will also conduct our second materiality assessment this year. Additionally, we are proactively preparing for ESG disclosure rules and regulations from the SEC and California, including third-party assurance of our greenhouse inventory, identification of emission targets and climate-related risks, and Board and management oversight. Our annual ESG reporting disclosures include the Global Reporting Index ("GRI"), the Task Force on Climate-related Financial Disclosures ("TCFD"), the UNGC Communications on Progress ("COP"), the Carbon Disclosures Project ("CDP") and the S&P Corporate Sustainability Assessment ("CSA"). We also align with MSCI Inc.'s ESG rating methodology, human resource and employment services sector-specific ESG measures, and the International Sustainability Standards Board ("ISSB") International Financial Reporting Standards ("IFRS"). Our Workforce We are dedicated to the professional development and career advancement of our team and provide the support that our employees need to flourish. Our employees receive regular trainings to keep their skills sharp and to support their well-being, including compliance, cybersecurity, ethics and integrity, workplace safety, new manager, and role-specific training. We have Company-wide policies on workplace health and safety, employee wellness and supplier diversity, and we offer employee wellness programs including reimbursements for fitness memberships. In 2023, we established a Company-wide inclusion council and piloted an employee mentorship program, which we are expanding this year. In addition to being a signatory to the UN Women's Empowerment Principles ("WEPs"), we are in the process of aligning with the ISO-30415, an internationally-recognized human resource management and benchmarking framework that will enhance our approach to gender equality and inclusivity and allow us to assess, manage, and improve all aspects of our business operations more effectively. At out largest commercial brand, Apex Systems, we are piloting a pay equity audit. As of December 31, 2023, employees from underrepresented racial and ethnic groups accounted for over 34 percent of our U.S. internal workforce, and over 47 percent of executive/senior-level officers and managers were women and non-white men. Social Responsibility We proudly support a culture of caring and are committed to making positive impacts. We do this through employee engagement, charitable contributions, and volunteering to uplift the organizations and communities our employees care about. This year we are on track to unite all our brands through a Company-wide corporate giving program with standardized reporting. In 2023, ASGN and its employees collectively raised over $527,000 for 488 different non-profit organizations, and our employees logged over 6,000 hours in volunteer time. As a Company, we do not contribute to political candidates. Environmental Responsibility We are committed to reducing our environmental impacts and achieving our carbon emission reduction goals. We have established a near-term target of reducing our emissions by 55 percent on a per employee basis by 2030 compared to our 2019 baseline. In 2023 we also established a long-term goal of net zero by 2050. We submitted both of our emissions reduction targets to the Science Based Target Initiative ("SBTi") and anticipate having our targets validated by June 2024. To achieve our goals, we are implementing our emissions reduction plan, which includes gaining more operational control of our leased office buildings to increase energy efficiencies and the procurement of renewables where possible; conducting an annual employee commuting and work-from-home survey to increase awareness of energy-efficient options; following Company-wide sustainable business travel guidelines; and hosting webinars, lunch and learns and related activities to encourage regular employee engagement in environmental awareness building. We are also developing a sustainable supply chain program, piloting a sustainable employee commuting program, and engaging in the ISO 14001 certification process for ASGN's headquarters in Glen Allen, Virginia. To learn more about ASGN's Sustainability Program and related policies, and access ASGN's annual ESG Reports, please visit asgn.com/sustainability. Director and Executive Officer Stock Ownership Guidelines

  5. ASGN Incorporated

    ASGN's Stock Ownership Guidelines govern our directors, named executive officers and other designated officers, and require that certain ownership levels of ASGN stock be met within five years from appointment or promotion to one of the designated positions. Each Board member must own shares of the Company with a fair market value of five times the director's annual cash retainer fee, which is $85,000 for a total ownership requirement of shares with a fair market value of $425,000. The required levels of ownership for executives are based upon a multiple of their annual base salary. Our Chief Executive Officer is required to own a number of shares with a value of five times his annual base salary, and our other named executive officers are required to own a number of shares with a fair market value of three times their annual base salary. The guidelines also provide that directors and officers must retain any net shares that vest or are exercised until such time as the appropriate ownership levels are met. Shares that would be issuable upon the vesting of time-vesting RSUs are considered beneficially owned for purposes of the policy. Stock options and RSUs that have outstanding performance requirements are not included in beneficial ownership. A hardship provision provides a process by which the Compensation Committee can grant an exemption in its sole discretion for exigent circumstances. As of March 1, 2024, all of our directors and named executive officers are compliant with the policy. Director and Executive Officer Hedging and Pledging Transactions Policy ASGN's Hedging and Pledging Transactions Policy prohibits hedging and pledging of the Company's stock for the Company's directors and executive officers. The policy prohibits participants from pledging the Company's stock as collateral directly or in a margin account, and prohibits participants from hedging the financial risk of ownership of the Company's stock. These limitations include any prepaid variable forward contracts, equity swaps, collars or similar financial instruments designed to hedge or offset any decrease in the market value of the Company's stock. The policy previously included a hardship exemption however this provision was removed in March 2024. Ethics ASGN's Code of Business Conduct and Ethics is applicable to all directors, officers and employees of ASGN. More importantly, the code reflects our policy for dealing with all persons, including our customers, employees, investors, regulators and vendors, with honesty and integrity. In addition, ASGN adopted a Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers, which applies to our directors, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other executive officers and senior financial officers. The codes comply with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The supplemental code focuses on honest and ethical conduct, full, fair and accurate disclosure in our SEC filings and other public disclosures, compliance with applicable government laws, rules and regulations, and prompt internal reporting of violations of the code. These policies are located on the Investor Relations-Governance-Governance Documents page of our website at www.asgn.com. You may also obtain a copy of these documents without charge by writing to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary. Communicating with the Board We invite stockholders and other interested parties to communicate any concerns they may have about ASGN with either the Chair of the Board or the directors as a group by writing to the attention of either the Chair of the Board or the directors at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301. Any and all such communication will be forwarded by the Secretary of the Company to the Chair of the Board, or all of the directors, as applicable. Compensation Committee Interlocks and Insider Participation During 2023, the Compensation Committee of the Board was composed of Messrs. Holman (Chair) and Callaghan and Ms. Joliet. There are no Compensation Committee interlocks and no member of the Compensation Committee is or in 2023 was an officer or employee of ASGN or its subsidiaries, and none of them had any relationships requiring disclosure of certain relationships and related-party transactions. None of the Company’s executives served as a member of the Compensation Committee. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth the beneficial ownership by the persons listed below of shares of ASGN’s common stock as of March 31, 2024. Certain information in the table concerning stockholders other than our directors and officers is based on information contained in filings made by such beneficial owners with the SEC. Pursuant to Rule 13d-3 of the Exchange Act among other determining factors, shares are deemed to be beneficially owned by a person if that person has the right to acquire shares (for example, upon the vesting of an RSU) within 60 days of the date that information is provided. In addition, we note that Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. In determining the percentage ownership of any person, the amount of shares outstanding is deemed to include any shares beneficially owned by such person (and only such person) but excludes any securities held by or for the account of the Company or its subsidiaries. As a result, the percentage of outstanding shares held by any person in the table below does not necessarily reflect the person’s actual voting power. As of March 31, 2024, there were 46,187,071 shares of ASGN common stock outstanding. The following tables set forth the beneficial ownership of ASGN's common stock as of March 31, 2024 of the following persons: •all stockholders known by us to beneficially own more than five percent of our common stock; •each of our directors; •each of our named executive officers, as identified; and •all of our directors and executive officers as a group Unless otherwise indicated, each person listed has sole voting power and sole investment power. Ownership of More than Five Percent of the Common Stock of ASGN

  6. ASGN Incorporated

    | * Represents less than one percent of the shares outstanding. | | (1) 316,496 of the ASGN shares beneficially owned by Mr. Callaghan are held in a trust in which he and his wife are both trustees, and the remaining 7,333 shares are held in his name directly. | | (2) Mr. Sheridan holds 40,644 of the ASGN shares he beneficially owns in a revocable trust, 616,991 shares are held in a limited liability company for which he is the sole beneficiary and has the sole right to vote and invest the shares, and the remaining 5,349 shares are held in his name directly. | | (3) There are no additional shares that would be available upon vesting of RSUs or otherwise within 60 days of March 31, 2024. | | (4) For each individual included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the 46,187,071 shares of the Company’s common stock outstanding as of March 31, 2024, plus the number of shares of common stock that are issuable upon the vesting of RSUs within 60 days of March 31, 2024 held by such individual (but not giving effect to the shares of common stock that are issuable upon the vesting of RSUs held by others). |

  7. ASGN Incorporated

    | WHAT WE DO | WHAT WE DON'T DO | | ✓ Emphasis on pay-for-performance ✓ Challenging performance goals for incentive programs, requiring above-market performance to be earned at target levels, and significantly higher performance for stretch goals above target ✓ Compensation program designed to mitigate undue risk-taking ✓ Double-trigger required for change in control severance provisions ✓ Rigorous stock ownership guidelines for executives and directors ✓ Maintain clawback policy for executive incentive compensation that is more restrictive than the SEC-mandated policy ✓ The fully independent Compensation Committee engages an independent compensation consultant | x No gross-ups related to executive compensation, excise taxes or otherwise x Directors and executives are prohibited from hedging and pledging the Company’s stock x No excessive perquisites x No repricing of stock option awards without stockholder approval |

  8. ASGN Incorporated

    2023 Compensation Program The Compensation Committee strives to achieve a balance between cash and equity compensation as well as long-term and short-term incentive compensation which aligns with our stockholders’ interests. A fundamental objective of the Compensation Committee is to make a substantial portion of each executive officer’s compensation contingent upon the Company's performance, as well as upon his or her own individual level of performance so that each executive officer is compensated for results. The Compensation Committee furthers this objective through an annual performance-based cash incentive program and an equity incentive program which includes equity for which vesting is subject to performance of the Company's stock versus our industry over a three-year period. The Compensation Committee uses equity awards to align the remuneration potential for the executive officers with stockholder interests. The following tables illustrate that a significant portion of our named executive officers' 2023 annual target compensation was performance-based. ASGN's Executive Pay Design Supports the Company’s Corporate Strategy Named Executive Officers' Total Target Compensation for 2023 Each year, the Compensation Committee assesses the competitive positioning of our named executive officers' target compensation relative to our peers and, if appropriate in consideration of each executive’s context, role and performance, adjusts their target compensation for the following year. The table below reflects the Compensation Committee’s compensation decisions for named executive officer target compensation in 2023, based on market competitiveness and the committee’s assessment of the Company’s and each executive’s performance in 2022, as applicable. Note that for Mr. Blazer, the table below shows the annualized value of his 2022 equity awards - his 2022 award was sized at $6,000,000 and was intended to cover equity grants for 2022, 2023 and 2024. Note also that the equity amounts listed in the table that were delivered as performance-based RSUs differ slightly from the amounts in the Stock Award column in the Summary Compensation table or the Grants of Plan-Based Awards table because the accounting treatment of our performance-based RSUs takes into account a Monte Carlo valuation when determining grant date fair value.

  9. ASGN Incorporated

    | Name | Salary | Target Annual Cash Incentive Bonus | Time-Based RSUs | Performance-Based RSUs | Total | | Theodore S. Hanson | $1,050,000 | $1,470,000 | $2,040,000 | $3,060,000 | $7,620,000 | | Randolph C. Blazer(1) | 975,000 | 1,218,750 | 1,000,000 | 1,000,000 | 4,193,750 | | Marie L. Perry | 595,000 | 565,250 | 654,500 | 654,500 | 2,469,250 | | Jennifer H. Painter | 540,000 | 459,000 | 540,000 | 540,000 | 2,079,000 | | Rose L. Cunningham | 341,000 | 255,750 | 137,500 | 137,500 | 871,750 |

  10. ASGN Incorporated

    | (1) To support long-term retention and performance, Mr. Blazer received a front-loaded equity award in 2022 intended to cover annual equity grants for 2022, 2023 and 2024. He therefore did not receive an equity grant in 2023. Mr. Blazer's time- and performance-based RSU values in the table above reflect the annualized value of his front-loaded equity awards in 2022. |

  11. ASGN Incorporated

    Annual Cash Incentive Bonus For 2023, the Compensation Committee maintained the bonus design introduced in 2021 requiring significant outperformance of goals to achieve maximum performance, with an intent to only provide maximum payouts in exceptional performance years. This goal-setting approach was implemented in part in response to stockholder input received during the Compensation Committee Chair's outreach efforts in prior years. Named executive officers were eligible to receive annual cash incentive bonuses for 2023, subject to the achievement of rigorous performance goals tied to profitability and growth objectives of the Company (which, taken together, are weighted 80 percent) as well as individual objectives for each executive (which, taken together, are weighted 20 percent). Targets are set by the Compensation Committee and are informed by both the Company’s strategic plans and the projected growth of the broader market. As a result of macroeconomic conditions, the financial metrics were not achieved, not even at threshold levels, however modest bonus amounts were attained due to achievement of individual performance targets. The increases for the executive officers reflects market competitiveness, their performance and their overall compensation for 2023.

  12. ASGN Incorporated

    | | Annual Cash Incentive Bonus as a Percent of Annual Salary | | | | Name | 2022 Target | 2023 Target | Increase | | Theodore S. Hanson | 135% | 140% | 4% | | Randolph C. Blazer | 110% | 125% | 14% | | Marie L. Perry | 90% | 95% | 6% | | Jennifer H. Painter | 80% | 85% | 6% | | Rose L. Cunningham | 75% | 75% | —% |

  13. ASGN Incorporated

    | | Threshold (25% Payout) | 75% Payout | Target (100% Payout) | 150% Payout | Max (200% Payout) | Results | Payout Achieved | | Consolidated ASGN Targets (80% Adjusted EBITDA, 20% Revenue) growth over prior year: | | | | | | | | | Adj. EBITDA | —% | 3.5% | 9.0% | 10.5% | 12.0% | (5.8)% | —% | | Revenue | —% | 3.5% | 9.0% | 10.5% | 12.0% | (2.9)% | —% |

  14. ASGN Incorporated

    | | Component Weighting | | Payouts | | | | Name | Financial Targets | MBOs | Financial Targets | MBOs | Total | | Theodore S. Hanson | 80% | 20% | $— | $441,000 | $441,000 | | Randolph C. Blazer | 80% | 20% | — | 365,625 | 365,625 | | Marie L. Perry | 80% | 20% | — | 163,923 | 163,923 | | Jennifer H. Painter | 80% | 20% | — | 137,700 | 137,700 | | Rose L. Cunningham | 80% | 20% | — | 76,725 | 76,725 |

  15. ASGN Incorporated

    Equity Incentive Compensation The Compensation Committee annually approves grants of RSUs to ASGN’s executives, including its named executive officers. These grants are designed to balance the comparatively short-term rewards of the annual cash incentive bonuses with long-term stock price performance, to align the interests of each executive officer with those of the stockholders, and to provide each individual with a significant incentive to manage their responsibilities from the perspective of an owner with an equity stake in the business. In addition, ASGN believes that granting equity awards with long vesting periods creates a retention incentive and encourages the executive officers to focus on the Company’s long-term business objectives and long-term stock price performance. ASGN’s executives received two types of annual equity grants in 2023: (i) RSU awards which vest based upon continued service, and (ii) performance-based RSUs with a three-year financial target and relative total shareholder return ("rTSR") modifier. These awards were sized in consideration of each executive’s role and responsibility and intended to create alignment and retention incentives to drive long-term performance and further tie executives to stockholder outcomes. The value of the time-based and performance-based RSUs awarded to our named executive officers are listed below. The aggregate target amounts listed in the table will not match the amounts in the Stock Award column in the Summary Compensation Table or the Grants of Plan-Based Awards table because the accounting treatment of the performance-based RSU awards takes into account a Monte Carlo valuation which differs slightly from the target award value. The number of RSUs awarded is determined by dividing the grant value by the closing price on the grant date.

  16. ASGN Incorporated

    | Name | Time-Based RSU Awards (# of RSUs) | Performance-Based RSU Awards (# of RSUs at 100% achievement) | Aggregate Target Award Value | | Theodore S. Hanson | $2,040,000 | $3,060,000 | $5,100,000 | | Randolph C. Blazer | — | — | — | | Marie L. Perry | 654,500 | 654,500 | 1,309,000 | | Jennifer H. Painter | 540,000 | 540,000 | 1,080,000 | | Rose L. Cunningham | 137,500 | 137,500 | 275,000 |

  17. ASGN Incorporated

    | (1) To support long-term retention and performance, Mr. Blazer received a front-loaded equity award in 2022 intended to cover annual equity grants for 2022, 2023 and 2024 at an equivalent $2 million per year rate that he received in 2021. Therefore, he did not receive an equity award in 2023. |

  18. ASGN Incorporated

    Time-Based RSUs Our Compensation Committee wanted to provide stability and retention to our named executive officers, so awarded a portion of their RSUs based on their continued service to the Company through the vesting period. On January 3, 2023, our Chief Executive Officer received 40 percent of the value of his annual equity grant in time-based RSUs, and the other named executive officers received 50 percent of the value of their equity grant in time-based RSUs. These awards vest in three equal, annual installments on each of January 2, 2024, 2025 and 2026, subject to the executives' continued service to the Company through each such date (except in the case of certain qualifying terminations of employment in connection with a change in control of the Company as discussed in more detail in "Payments upon Termination or Change in Control" below). Performance-Based RSUs The remainder of each executive's 2023 grant was delivered as performance-based RSUs which vest upon achievement of the average of three years of NOPAT growth over a three-year performance period, with the potential for positive or negative adjustment based on the Company's TSR over the performance period relative to a 47-company comparator group outlined below. NOPAT, which is a non-GAAP (U.S. Generally Accepted Accounting Principles) financial measure, is calculated as GAAP net operating income as adjusted for non-GAAP items including depreciation, amortization, stock-based compensation, acquisition, integration and strategic planning expenses, and other adjustments including the elimination of any impact from acquisitions or dispositions during the year. The performance-based RSUs will be eligible to vest on January 2, 2026 subject to achievement of the performance targets as follows, and subject to the executives' continued service (except in the case of certain qualifying terminations of employment and/or in the case of a change in control of the Company as discussed in more detail in "Payments upon Termination or Change in Control" below): Payout Schedule

  19. ASGN Incorporated

    | Three-Year Average NOPAT Growth Goals | | Relative TSR Modifier | | | NOPAT Growth vs. Prior Year Actual | Achievement | Relative TSR | Modifier Impact | | ≥ 9.0% | 200% | ≥75th P | +25% | | 7.5% | 150% | 40th - 60th P | — | | 6.0% | 100% | ≤25th P | -25% | | 4.0% | 75% | | | | 2.0% | 50% | | | | <2.0% | —% | | | | Outcomes relative to this schedule are measured annually over the three years and averaged to determine final NOPAT payout. | | The final NOPAT growth outcome is then modified by an increase or decrease of up to 25 percent of the number of RSUs issued based on ASGN's TSR performance relative to a 47-company comparator group (outlined below). | |

  20. ASGN Incorporated

    TSR Comparator Group: The following companies constitute the TSR comparator group for 2023 performance-based RSU awards, and were selected using the same following criteria as used previously: •Categories: ◦IT Consulting and Other Services; ◦Research and Consulting Services; and ◦Human Resource and Employment Services •Publicly-traded, U.S.-based company •Russell 3000 constituent •>$500MM in revenue

  21. ASGN Incorporated

    Other Benefits Company-Sponsored Health and Welfare Benefits Our executives and their legal dependents are eligible to participate in Company-sponsored health and welfare plans. These benefits are designed to be competitive with overall market practices and to attract and retain employees with the skills and experience needed to promote ASGN’s goals. The Compensation Committee believes that providing this coverage opportunity and enabling payment of the employee portion of such coverage costs through payroll deductions encourages our executives and their legal dependents to avail themselves of appropriate medical, dental and other health care services, as necessary, to help ensure our executives’ continued ability to contribute their efforts towards achieving ASGN’s growth, profitability and other goals. 401(k) Plans ASGN and its subsidiaries offer tax-qualified 401(k) plans to our U.S. employees. Deferred Compensation Plan The Company maintains a Second Amended and Restated Deferred Compensation Plan (the "DCP") to provide an added benefit to executives who want to defer more of their compensation than they are able to under our 401(k) plan. Under the DCP, executives can defer up to 100 percent of their bonus and 75 percent of their base salary to a later date or series of dates at their election. The deferred amounts generally are not taxable to the participant until paid out pursuant to the participant's deferral election. Participants can choose from a number of investment fund options that are similar to the investment fund options available under the Company's 401(k) plan, and can change their investment fund election from time to time. The Company does not match any contributed funds. The plan is administered by a third party administrator, and the funds are invested by a rabbi trustee. The benefits to the plan are that funds contributed to the plan are tax-deferred without government contribution limits, however, upon a change in control of the Company, participants lose the deferral benefit and funds will be distributed to them in a lump sum. Further, the funds are not protected in the event of a corporate insolvency or bankruptcy and are considered unsecured claims against the Company. Participants are not allowed to withdraw their funds from the plan early, however in the case of an unforeseeable emergency, a participant may request a hardship exemption. Severance and Change in Control Benefits In 2023, each of our named executive officers was party to an employment or other agreement that provides for severance upon a qualifying termination of employment. Additionally, pursuant to the Company's Change in Control Severance Plan, as amended from time to time (the "CIC Severance Plan") in which all of the named executives participate, ASGN provides for cash severance, the vesting of equity grants and other benefits in the event the executive is terminated under certain defined circumstances following a change in control of our Company. Further, the named executive officers' performance-based RSU grants provide for pro rata vesting if an executive is terminated by the Company without cause, or if the executive retires under certain circumstances with the approval of the Compensation Committee at its sole discretion. We feel that these severance triggers and levels (described in more detail below) are appropriate to ensure our executive officers’ financial security, commensurate with their positions, in order to permit them to stay focused on their duties and responsibilities and promote the best interests of ASGN in all circumstances. Perquisites In 2023, ASGN made reasonable perquisites available to Messrs. Hanson and Blazer and Ms. Perry, including a monthly automobile allowance, and payment or reimbursement of actual expenses incurred by the executive officer in connection with an annual physical examination and/or for tax preparation and financial planning services (each, not to exceed specific limits). The Compensation Committee acknowledges the considerable time and focus demanded of our executive officers by their work duties as well as their role as “ambassadors” of ASGN, and authorizes these benefits in order to limit the impact and distraction of attending to these personal responsibilities. Additionally, the Compensation Committee believes the executives perceive these perquisites to be valuable and therefore helpful in attracting and retaining qualified leaders. Other Considerations Clawback Policy In 2023, the NYSE required its listed companies to adopt a clawback policy to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act. Effective October 2, 2023, we adopted a policy intended to comply with these NYSE listing standards. Under this policy, if the Company is required to prepare an accounting restatement due to any material noncompliance with financial reporting requirements under applicable securities laws, we will be required to recover from certain current and former executive officers any incentive-based compensation that was erroneously paid or provided to the executive officers during the three years preceding the date that the Company is required to prepare such restatement, unless the Compensation Committee determines that recovery would be impracticable. If recovery is triggered, we are required to recover the excess of the amount of incentive-based compensation actually received by the executive officer over the amount of incentive-based compensation that he or she would have received had payment been determined based on the restated financial measure. In addition, we retained our existing clawback policy which allows for the clawback of compensation under additional circumstances and applies to additional executives. Under our existing clawback policy, the Compensation Committee can, in its discretion, taking into account all appropriate circumstances, require and direct the Company to seek reimbursement or forfeiture of any annual incentive payment, bonus, or long-term incentive payment or award to a named executive officer that was approved, awarded, paid, or granted to such individual, where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a restatement of any Company financial statement filed with the SEC; (2) the Compensation Committee determines the named executive officer caused or substantially caused the need for the restatement by (i) engaging in intentional or reckless misconduct, or (ii) knowingly failing to act to prevent misconduct; and (3) a lower payment would have been made to the named executive officer based upon the restated financial results. In the circumstances of a restatement, the reimbursement or forfeiture is limited to the amount by which the named executive officer’s payment for the relevant period exceeds the lower payment that would have been made based upon the restated financial results, and will only apply to payments made in the year in which the restatement is filed or in the two completed fiscal years prior to the year in which the restatement is filed. Tax Provisions and Accounting Consequences

  22. ASGN Incorporated

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(2) | Non-Equity Incentive Plan(4) | All Other Compensation(5) | Total | | Theodore S. Hanson | 2023 | $1,050,000 | | $5,344,802 | $441,000 | $22,456 | $6,858,258 | | Chief Executive Officer | 2022 | 1,025,000 | | 4,710,065 | 2,663,719 | 21,581 | 8,420,365 | | | 2021 | 975,000 | | 6,244,850 | 2,315,625 | 10,803 | 9,546,278 | | Randolph C. Blazer | 2023 | 975,000 | | — | 365,625 | 18,225 | 1,358,850 | | President | 2022 | 950,000 | | 6,233,315(3) | 1,933,250 | 21,130 | 9,137,695 | | | 2021 | 900,000 | | 2,704,284 | 1,710,000 | 20,353 | 5,334,637 | | Marie L. Perry | 2023 | 595,000 | | 1,361,278 | 163,923 | 18,456 | 2,138,657 | | Executive Vice President and Chief Financial Officer | 2022(1) | 527,083 | 255,000 | 1,794,560 | 925,031 | 270 | 3,501,944 | | Jennifer H. Painter | 2023 | 540,000 | | 1,123,127 | 137,700 | 12,456 | 1,813,283 | | Senior Vice President, Chief Legal Officer and Secretary | 2022 | 500,000 | | 1,038,785 | 780,000 | 11,581 | 2,330,366 | | | 2021 | 475,000 | | 969,108 | 741,000 | 270 | 2,185,378 | | Rose L. Cunningham | 2023 | 341,000 | 50,000 | 285,900 | 76,725 | 12,456 | 766,081 | | Vice President, Chief Accounting Officer and Controller | 2022 | 310,425 | | 259,574 | 447,012 | 11,599 | 1,028,610 |

  23. ASGN Incorporated

    | (1) Does not participate in the nonqualified deferred compensation plan. | | (2) Mmes. Painter and Cunningham each deferred five percent of their 2023 salary and Ms. Painter also deferred 40 percent of her annual cash incentive bonus for the year ending December 31, 2022, which was paid out in February 2023. These amounts are included in the amounts reported as "Salary" for 2023 and "Non-Equity Incentive Plan Compensation" for 2022 in the Summary Compensation Table. | | (3) These earnings (losses) are not included in the Summary Compensation Table in this proxy statement or prior proxy statements as there were no Company contributions, and the DCP investment options substantially track the Company's 401(k) plan fund elections. |

  24. ASGN Incorporated

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (in millions)(5) | Performance Target Adjusted EBITDA (in millions)(6) | | 2023 | $6,858,258 | $3,796,216 | $1,519,218 | $639,854 | $135.51 | $112.26 | $219.3 | $526.9 | | 2022 | 8,420,365 | 335,421 | 3,830,423 | 2,012,986 | 114.79 | 105.54 | 268.1 | 550.9 | | 2021 | 9,546,278 | 17,317,167 | 3,451,448 | 6,640,639 | 173.88 | 146.72 | 409.9 | 470.4 | | 2020 | 6,606,311 | 13,102,307 | 2,729,894 | 4,778,165 | 117.70 | 107.65 | 200.3 | 438.5 |