DEF 14A of Everforth Inc
Filed Apr 24, 2025 · FY20240000890564-25-000021
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| Proposal One – Election of Directors | 2 | Pay Versus Performance | 41 | | Vote Required | 2 | Equity Compensation Plan Information | 44 | | Board Recommendation | 2 | Proposal Two – Advisory Vote on Executive Compensation | 46 | | Board Experience Matrix | 8 | | | | Independent Directors and Material Proceedings | 8 | Vote Required | 46 | | Role of the Board | 8 | Board Recommendation | 46 | | Board Leadership Structure | 9 | Proposal Three – Approval of the First Amendment to the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan | 47 | | Board Committees and Meetings | 9 | | | | Risk Oversight | 11 | Introduction and Stockholder Approval Requirement | 47 | | Meetings | 12 | Highlights of Stockholder Protections under the Plan | 48 | | Attendance of Directors at 2024 Annual Meeting of Stockholders | 12 | Description of the Amended Plan | 49 | | Director Compensation | 12 | Material Federal Income Tax Consequences | 51 | | Sustainability at ASGN | 13 | New Plan Awards and Awards Granted to Certain Persons as of March 31, 2025 | 52 | | Director and Executive Officer Stock Ownership Guidelines | 14 | Vote Required | 52 | | Director and Executive Officer Hedging and Pledging Transactions Policy | 14 | Board Recommendation | 52 | | Ethics | 15 | Proposal Four – Approval of the First Amendment to the Second Amended and Restated ASGN Incorporated 2010 Employee Stock Purchase Plan | 53 | | Communicating with the Board | 15 | | | | Compensation Committee Interlocks and Insider Participation | 15 | Description of the Amended ESPP Plan | 53 | | Security Ownership of Certain Beneficial Owners and Management | 16 | Vote Required | 55 | | Ownership of More than Five Percent of the Common Stock of ASGN | 16 | Board Recommendation | 55 | | Ownership of Directors and Management of ASGN | 17 | Proposal Five – Ratification of Appointment of Independent Registered Public Accounting Firm | 56 | | Compensation Committee Chair Letter | 18 | | | | Executive Compensation Discussion and Analysis | 19 | Principal Accountant Fees and Services | 56 | | Executive Summary | 21 | Vote Required | 56 | | ASGN's Strategic Direction | 22 | Board Recommendation | 56 | | Summary of Say-on-Pay and Responsiveness | 22 | Report of the Audit Committee | 57 | | Compensation Philosophy | 25 | General Information about the Annual Meeting and Voting | 58 | | Compensation Committee Report | 33 | Certain Relationships and Related Party Transactions | 61 | | Summary Compensation Table | 34 | Other Matters | 61 | | Grants of Plan-Based Awards | 35 | Where You Can Find Additional Information | 61 | | Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 36 | Incorporation by Reference | 61 | | Outstanding Equity Awards at Fiscal Year End | 37 | Proposals by Stockholders | 61 | | Option Exercises and Stock Vested | 38 | Miscellaneous | 62 | | Non-Qualified Deferred Compensation | 38 | Annex A – Reconciliation of Performance Target | A-1 | | Payments Upon Termination or Change in Control | 39 | Annex B – First Amendment to the Company's Second Amended and Restated 2010 Incentive Award Plan | B-1 | | CEO Pay Ratio | 41 | Annex C – First Amendment to the Company's Second Amended and Restated 2010 Employee Stock Purchase Plan | C-1 |
2025 Annual Meeting of Stockholders Details
Independent Directors and Material Proceedings The Board met on March 19, 2025 and reviewed the independence of its 10 members. With the exception of Mr. Hanson, our Chief Executive Officer, all were deemed to be independent under the current listing standards of the NYSE. For each independent director, the Board has made a subjective determination that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transaction of each director as they may relate to ASGN and members of management. There are no family relationships among our executive officers and directors. There are no material legal proceedings to which the Company or any of its subsidiaries is a party, or of which any of their property is subject. There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s voting securities, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Further, there are no legal proceedings in the last 10 years where a director or executive officer was a party and that are material to the person’s ability or integrity, including bankruptcy, criminal convictions, orders enjoining certain activities, adverse findings by courts, the Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission, nor are there any adverse orders relating to violations of securities or commodities laws. Role of the Board The Board oversees the Company’s Chief Executive Officer and other executive officers in the competent and ethical operation of the Company. The Board ensures that the long-term interests of the stockholders are considered in the operation of the Company. Board Leadership Structure The Board has consistently maintained an independent Chair of the Board. Mr. Matin joined our Board in 2014 and took on the role of Chair in June 2021. The Board has made a determination that the Board leadership structure is appropriate and that the structure allows the Board to fulfill its duties effectively and efficiently. The Company has determined that its leadership structure is appropriate because the Chair of the Board is independent, as defined by the NYSE and the SEC. An independent Chair, like independent Board members, allows for an objective evaluation of the performance of the Company and its officers. Nonetheless, the Board recognizes that the Chief Executive Officer has invaluable insight into the Company due to the nature of his position, and recognizes the value of having him on the Board. Accordingly, the Board believes that the Company’s stockholders and interests are best served by having the Chief Executive Officer serve as a director but not a Board committee member. Board Committees and Meetings The Board held six meetings during 2024 and acted by unanimous written consent on two additional occasions. The Board has a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee, and a Strategy and Technology Committee and an ad hoc Litigation Committee. The Board has determined that the chairs and committee members of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee, are independent under applicable NYSE and SEC rules. The members and chairs who serve on the permanent Committees currently and during 2024 are identified in the table below. In June 2024, Ms. Hawthorne transitioned from being a member of the Audit Committee to being the Chair of the committee and its financial expert. At the same time, VADM Dyer joined the Audit Committee and Ms. Lindstrom joined the Compensation Committee. Ms. Obermaier joined the Board in June 2024, at which time she joined the Strategy and Technology Committee as well. Compensation Committee The Compensation Committee held five meetings during 2024 and acted by unanimous written consent on seven additional occasions. The Compensation Committee meets in executive session without management present on a regular basis. The Compensation Committee reviews our general compensation policies, sets the compensation levels for our executive officers, including the Chief Executive Officer, administers our equity plans, and approves all equity grants to employees and consultants. The Compensation Committee approves the compensation, including incentive compensation, of executive officers of ASGN and determines the terms of executive agreements concerning employment, compensation and termination of employment. The Compensation Committee evaluates the Chief Executive Officer’s performance in light of goals and objectives that have been set for him. The committee also monitors the qualification and performance of, and the Company’s succession planning regarding, key executives. The Company's Chief Executive Officer further briefs the full Board on succession planning for key executives at least twice a year. The Board has determined that each member of the Compensation Committee is independent within the meaning of the NYSE rules requiring members of compensation committees to be independent, and each is a non-employee director for purposes of Section 16 of the Exchange Act. Audit Committee The Audit Committee held 10 meetings during 2024. The Audit Committee reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The Audit Committee performs functions required of audit committees of public companies under applicable laws, rules and regulations and the requirements of the NYSE. The primary functions of the Audit Committee are to assist the Board in its responsibility for oversight of: •the quality and integrity of our financial statements and our financial reporting and disclosure practices; •our systems of internal controls regarding finance, accounting and SEC compliance; •the qualification, independence and oversight of performance of our independent registered public accounting firm including its appointment, compensation, evaluation and retention; •our ethical compliance programs; and •risk issues related to financial statements. Additional functions of the Audit Committee include, but are not limited to, reviewing compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002, reviewing matters of disagreement, if any, between management and our independent registered public accounting firm, and periodically meeting with management, our independent registered public accounting firm, and internal audit staff, to review the adequacy of our internal controls.
2025 Annual Meeting of Stockholders Details
| Name(1) | Fees Earned in Cash | Stock Awards(4) | All Other Compensation | Total | | Arshad Matin, Chair | $190,000 | $184,930 | $— | $374,930 | | Brian J. Callaghan | 109,500 | 184,930 | — | 294,430 | | Joseph W. Dyer | 117,000 | 184,930 | — | 301,930 | | Mark A. Frantz | 95,000 | 184,930 | — | 279,930 | | Maria R. Hawthorne | 106,890 | 184,930 | — | 291,820 | | Jonathan S. Holman | 115,000 | 184,930 | — | 299,930 | | Mariel A. Joliet(2) | 47,082 | 193,141 | — | 240,223 | | Marty R. Kittrell(2) | 51,813 | 193,141 | — | 244,954 | | Carol J. Lindstrom | 97,500 | 184,930 | — | 282,430 | | Patricia L. Obermaier(3) | 49,451 | 184,983 | 40,549 | 274,983 | | Edwin A. Sheridan, IV | 105,000 | 184,930 | — | 289,930 |
2025 Annual Meeting of Stockholders Details
| 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 |
2025 Annual Meeting of Stockholders Details
| Name | Salary | Target Annual Cash Incentive Bonus | RSUs | PSUs | Total | | Theodore S. Hanson | $1,050,000 | $1,470,000 | $2,320,000 | $3,480,000 | $8,320,000 | | Randolph C. Blazer(1) | 990,000 | 1,287,000 | 1,000,000 | 1,000,000 | 4,277,000 | | Marie L. Perry | 605,000 | 605,000 | 700,000 | 700,000 | 2,610,000 | | Jennifer H. Painter | 550,000 | 478,500 | 567,500 | 567,500 | 2,163,500 | | Rose L. Cunningham | 350,000 | 262,500 | 145,000 | 145,000 | 902,500 |
2025 Annual Meeting of Stockholders Details
| (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 2024. Mr. Blazer's RSU and PSU values in the table above reflect the annualized value of his front-loaded equity awards in 2022. |
2025 Annual Meeting of Stockholders Details
| | Annual Cash Incentive Bonus as a Percent of Annual Salary | | | | Name | 2023 Target | 2024 Target | Increase | | Theodore S. Hanson | 140% | 140% | —% | | Randolph C. Blazer | 125% | 130% | 4% | | Marie L. Perry | 95% | 100% | 5% | | Jennifer H. Painter | 85% | 87% | 2% | | Rose L. Cunningham | 75% | 75% | —% |
2025 Annual Meeting of Stockholders Details
| | Threshold (40% Payout) | Target (100% Payout) | Max (200% Payout) | Results | Payout Achieved | | Consolidated ASGN Targets (80% Adjusted EBITDA, 20% Revenue) growth over prior year: | | | | | | | Adj. EBITDA | (13.5)% | (3.5)% | 4.0% | (12.1)% | 45.7% | | Revenue | (11.5)% | (1.5)% | 4.5% | (7.9)% | 61.7% |
2025 Annual Meeting of Stockholders Details
| | Component Weighting | | Payouts | | | | Name | Financial Targets | MBOs | Financial Targets | MBOs | Total | | Theodore S. Hanson | 80% | 20% | $574,773 | $514,500 | $1,089,273 | | Randolph C. Blazer | 80% | 20% | 503,220 | 386,100 | 889,320 | | Marie L. Perry | 80% | 20% | 236,556 | 196,625 | 433,181 | | Jennifer H. Painter | 80% | 20% | 187,094 | 143,072 | 330,166 | | Rose L. Cunningham | 80% | 20% | 102,638 | 89,250 | 191,888 |
2025 Annual Meeting of Stockholders Details
| Name | RSU Awards (grant value of RSUs) | PSU Awards (grant value of PSUs) | Aggregate Target Award Grant Value | | Theodore S. Hanson | $2,320,000 | $3,480,000 | $5,800,000 | | Randolph C. Blazer | — | — | — | | Marie L. Perry | 700,000 | 700,000 | 1,400,000 | | Jennifer H. Painter | 567,500 | 567,500 | 1,135,000 | | Rose L. Cunningham | 145,000 | 145,000 | 290,000 |
2025 Annual Meeting of Stockholders Details
| (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 2024. |
2025 Annual Meeting of Stockholders Details
| Three-Year Average NOPAT Growth Goals | | Relative TSR Modifier | | | NOPAT Growth vs. Prior Year Actual | Achievement | Relative TSR | Modifier Impact | | ≥12.0% | 200% | ≥75th P | +25% | | 2.0% | 100% | 40th - 60th P | — | | (13.5)% | 50% | ≤25th P | -25% | | <(13.5)% | —% | | | | 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 interpolating up to 25 percent of the number of PSUs issued based on ASGN's TSR performance relative to a comparator group (outlined below) increasing the number of shares between the 60th to 75th percentile, and decreasing between the 40th to the 25th percentile. | |
2025 Annual Meeting of Stockholders Details
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(2) | Non-Equity Incentive Plan(4) | All Other Compensation(5) | Total | | Theodore S. Hanson | 2024 | $1,050,000 | | $6,174,382 | $1,089,273 | $22,981 | $8,336,636 | | Chief Executive Officer | 2023 | 1,050,000 | | 5,344,802 | 441,000 | 22,456 | 6,858,258 | | | 2022 | 1,025,000 | | 4,710,065 | 2,663,719 | 21,581 | 8,420,365 | | Randolph C. Blazer | 2024 | 990,000 | | — | 889,320 | 21,402 | 1,900,722 | | President | 2023 | 975,000 | | — | 365,625 | 18,225 | 1,358,850 | | | 2022 | 950,000 | | 6,233,315(3) | 1,933,250 | 21,130 | 9,137,695 | | Marie L. Perry | 2024 | 605,000 | | 1,475,160 | 433,181 | 23,981 | 2,537,322 | | Executive Vice President and Chief Financial Officer | 2023 | 595,000 | | 1,361,278 | 163,923 | 18,456 | 2,138,657 | | | 2022(1) | 527,083 | 255,000 | 1,794,560 | 925,031 | 270 | 3,501,944 | | Jennifer H. Painter | 2024 | 550,000 | | 1,195,894 | 330,166 | 12,981 | 2,089,041 | | Senior Vice President, Chief Legal Officer and Secretary | 2023 | 540,000 | | 1,123,127 | 137,700 | 12,456 | 1,813,283 | | | 2022 | 500,000 | | 1,038,785 | 780,000 | 11,581 | 2,330,366 | | Rose L. Cunningham | 2024 | 350,000 | | 305,434 | 191,888 | 12,981 | 860,303 | | Vice President, Chief Accounting Officer and Controller | 2023 | 341,000 | 50,000 | 285,900 | 76,725 | 12,456 | 766,081 | | | 2022 | 310,425 | | 259,574 | 447,012 | 11,599 | 1,028,610 |
2025 Annual Meeting of Stockholders Details
| (1) Does not participate in the nonqualified deferred compensation plan. | | (2) Ms. Painter deferred five percent of her 2024 salary and also deferred 25 percent of her annual cash incentive bonus for the year ending December 31, 2024, which was paid out in February 2025. These amounts are included in the amounts reported as "Salary" and "Non-Equity Incentive Plan Compensation" for 2024 in the Summary Compensation Table. | | (3) These earnings 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. |
2025 Annual Meeting of Stockholders Details
| | | | | | 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) | | 2024 | $8,336,636 | $4,453,578 | $1,846,847 | $1,232,254 | $117.43 | $125.59 | $175.2 | $454.6 | | 2023 | 6,858,258 | 3,796,216 | 1,519,218 | 639,854 | 135.51 | 109.50 | 219.3 | 526.9 | | 2022 | 8,420,365 | 335,421 | 3,830,423 | 2,012,986 | 114.81 | 86.02 | 268.1 | 550.9 | | 2021 | 9,546,278 | 17,317,167 | 3,451,448 | 6,640,639 | 173.88 | 112.13 | 409.9 | 470.4 | | 2020 | 6,606,311 | 13,102,307 | 2,729,894 | 4,778,165 | 117.70 | 135.14 | 200.3 | 438.5 |