DEF 14A of Korn Ferry, Aug 9, 2024

DEF 14A of Korn Ferry

Filed Aug 9, 2024 · FY20240001308179-24-000688

Open on EDGAR

  1. Board Nominees (pages 17 – 22)

    Board Nominees (pages 17 – 22)

  2. 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 |

  3. Board Nominees (pages 17 – 22)

    | | 6 | 2024 Proxy Statement |

  4. Board Nominees (pages 17 – 22)

    | 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 |

  5. Election of Directors

    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:

  6. Election of Directors

    | Name | Position with Korn Ferry | | Doyle N. Beneby | Director | | Laura M. Bishop | Director | | Gary D. Burnison | Director and Chief Executive Officer | | Matthew J. Espe | Director | | Russell A. Hagey | Nominee | | Charles L. Harrington | Director | | Jerry P. Leamon | Director | | Angel R. Martinez | Director | | Debra J. Perry | Director | | Lori J. Robinson | Director |

  7. Election of Directors

    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.

  8. Snapshot of Director Nominees

    Snapshot of Director Nominees

  9. Board Composition: Skills, Tenure, and Diversity

    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):

  10. Board Composition: Skills, Tenure, and Diversity

    | | 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 |

  11. Board Composition: Skills, Tenure, and Diversity

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

  12. Board Composition: Skills, Tenure, and Diversity

    | * 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. |

  13. Board Composition: Skills, Tenure, and Diversity

    | | 16 | 2024 Proxy Statement |

  14. Background and Qualifications of Director Nominees

    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.”

  15. Background and Qualifications of Director Nominees

    | Doyle N. BENEBY Director Since: 2015 Former President and Chief Executive Officer, Midland Cogeneration Venture Age: 64 Other Directorships: Public Companies: • Quanta Services • West Fraser Timber Co. Ltd. Other Companies: • Northland Power Inc. | Professional Experience: President and Chief Executive Officer (Nov. 2018 – Sept. 2022) Midland Cogeneration Venture, a natural gas fired combined electrical energy and steam energy generating plant Chief Executive Officer (Nov. 2015 – May 2016) New Generation Power International, a start-up international renewable energy company President and Chief Executive Officer (July 2010 – Nov. 2015) CPS Energy, the largest public power, natural gas, and electric company in the nation President, Exelon Power, and Senior Vice President, Exelon Generation (2009 – 2010) Vice President, Generation Operations, Exelon Power (2008 – 2009) Vice President, Electric Operations, PECO Energy (2005 – 2008) Exelon Corporation, a nuclear electric power generation company Board Qualifications and Key Skills: Extensive Senior Leadership/Executive Officer Experience: In addition to his experience as a professional director and chair of the Quanta Services board, Mr. Beneby previously served in a multitude of senior leadership positions, including as former President and Chief Executive Officer of Midland Cogeneration Venture, as Chief Executive Officer of New Generation Power International, as President and Chief Executive Officer of CPS Energy, and various leadership roles at PECO Energy and Exelon Power, where he served as President. Broad Energy Industry Experience: Over 35 years of experience in the energy industry, with expertise in many facets of the electric and gas utility industry. He currently serves on the board of Northland Power, a Canadian power producer, and previously served on the board of Capital Power Corporation from April 2012 to April 2024 and the Midland Business Alliance from January 2019 to December 2023. |

  16. Background and Qualifications of Director Nominees

    | | 17 | 2024 Proxy Statement |

  17. Background and Qualifications of Director Nominees

    | Laura M. BISHOP Director Since: 2021 Former Executive Vice President and Chief Financial Officer, USAA Age: 62 Other Directorships: Public Companies: • N/A Other Companies: • Pie Group Holdings, Inc. • Fidelity Mutual Funds | Professional Experience: Executive Vice President and Chief Financial Officer (June 2014 – Dec. 2020) Various Roles, including member of Executive Council (2001 – 2014) USAA, a Fortune 100 integrated financial services company that provides financial products and services for the military and their families Various Roles, including Senior Vice President and Chief Financial Officer (1992 – 2000) Luby’s Inc., a publicly traded restaurant company Various Roles, including Senior Manager (1983 – 1992) Ernst & Young LLP, a multinational professional services network Board Qualifications and Key Skills: Senior Leadership/Executive Officer Experience: Held senior leadership positions over a nearly 20-year career with USAA, including as Executive Vice President and Chief Financial Officer, and in her near decade of work with Luby’s Inc., including as Senior Vice President and Chief Financial Officer. As a member of USAA’s Executive Council, Ms. Bishop was also responsible for developing and executing strategy while directing activities across enterprise-wide financial management and reporting, including treasury, capital management, controller, tax, planning and forecasting, and strategic cost management. She was also responsible for governance and oversight for investment strategy and management of all institutional and benefit plan portfolios, as well as all capital markets activities, including commercial paper and long-term debt programs, credit facilities, asset-backed securitizations, and reinsurance programs. Financial Experience and Investment Expertise: In October 2023, Ms. Bishop became a member of the Board of Trustees of the Fixed Income & Asset Allocation Funds of Fidelity Mutual Funds, having previously served as an Advisory Trustee since September 2022. At USAA, she served as the enterprise Chief Financial Officer with financial oversight of USAA’s operating companies spanning the Property and Casualty companies, USAA Federal Savings Bank, and USAA Life Insurance Company. As a Senior Manager at Ernst & Young LLP, she directed audits of publicly traded and privately held companies in a variety of industries. Ms. Bishop also holds a Bachelor of Business Administration in Accounting and is the Chair of the Audit Committee of private company Pie Group Holdings, Inc. Ms. Bishop is a certified public accountant. |

  18. Background and Qualifications of Director Nominees

    | Gary D. BURNISON Director Since: 2007 President and Chief Executive Officer Age: 63 Other Directorships: Public Companies: • N/A Other Companies: • N/A | Professional Experience: President and Chief Executive Officer (July 2007 – Present) Executive Vice President and Chief Financial Officer (March 2002 – June 2007) Chief Operating Officer (Oct. 2003 – June 2007) Korn Ferry Principal and Chief Financial Officer (1999 – 2001) Guidance Solutions, a technology services firm Executive Officer and Director (1995 – 1999) Jefferies & Company, Inc., a global investment bank Partner KPMG Peat Marwick, a multinational professional services network Board Qualifications and Key Skills: High Level of Financial Experience: Substantial financial experience gained in roles as President, Chief Executive Officer, and as former Chief Financial Officer and Chief Operating Officer of the Company, as Chief Financial Officer of Guidance Solutions, as an executive officer of Jefferies & Company, Inc., and as a partner at KPMG Peat Marwick. Senior Leadership/Executive Officer Experience: In addition to serving as the Company’s President and Chief Executive Officer, served as Chief Financial Officer of Guidance Solutions. Extensive Knowledge of the Company’s Business and Industry: Over 21 years of service with the Company, in increasingly senior roles. Thought Leader: Author of 10 leadership and career development books, and regular content focused on the intersection of strategy, talent, and leadership, as well as a frequent contributor to media outlets. |

  19. Background and Qualifications of Director Nominees

    | | 18 | 2024 Proxy Statement |

  20. Background and Qualifications of Director Nominees

    | Matthew J. ESPE Director Since: 2023 Operating Partner, Advent International Age: 65 Other Directorships: Public Companies: • Anywhere Real Estate Inc. • WESCO International, Inc. • Diebold Nixdorf Other Companies: • N/A | Professional Experience: Operating Partner (Nov. 2017 – Present) Advent International, a Boston-based private equity investment firm Chief Executive Officer (Feb. 2017 – Nov. 2017) Radial Inc., an ecommerce services business Operating Advisor (2016 – 2017) Berkshire Partners, LLC, a private equity firm President and Chief Executive Officer (2010 – March 2016) Armstrong World Industries, Inc., a global producer of flooring products and ceiling systems Chairman and Chief Executive Officer (2008 – 2010) Ricoh Americas Corporation, an information management and digital services company Chairman, President and Chief Executive Officer (2003 – 2008) President and Chief Executive Officer (2002 – 2003) IKON Office Solutions, Inc., a document management services company Various Roles, including President and Chief Executive Officer, GE Lighting (1980 – 2002) General Electric Company, a multinational conglomerate Board Qualifications and Key Skills: Senior Leadership/Executive Officer Experience: Over 22-year career at General Electric Company, held increasing roles of responsibility, followed by leadership positions as Chief Executive Officer of multiple public and private companies across industries. He has deep experience in strategy development and execution, operational management, business development, and technology development. Significant Business Transformation Experience: In his work for private equity firms, served as chairman for two privately held portfolio companies and led the transformation of Radial Inc. as Chief Executive Officer, resulting in the successful sale of the business. As Chief Executive Officer of IKON Office Solutions, transformed the company’s business model and increased shareholder value following its merger with Ricoh Japan. Extensive Advisory and Board Experience: More than 22 years of public and private company board experience, including as Chairman at Klöckner Pentaplast Europe GmbH & Co. (from 2018 to 2023) and as a director at Diebold Nixdorf (Sept. 2023 to present), Foundation Building Materials Inc. (from 2018 to 2021), Veritiv Corporation (from 2016 to 2017), Armstrong World Industries, Inc. (from 2010 to 2016), and KG Unisys Corporation (from 2004 to 2014). |

  21. Background and Qualifications of Director Nominees

    | Russell A. HAGEY Nominee Senior Partner and Chief Leadership Officer, Bain & Company Age: 63 Other Directorships: Public Companies: • N/A Other Companies: • Fingerpaint Group | Professional Experience: Senior Partner and Chief Leadership Officer (2021 – Present) Senior Partner and Chief Talent Officer (1997 – 2020) Partner (1991 – 1996) Manager (1988 – 1991) Various Roles (1982 – 1984; 1986 – 1988) Bain & Company, Inc., a global management consulting firm Board Qualifications and Key Skills: Experience Overseeing Large & Diverse Workforces: In his role as Chief Leadership Officer at Bain & Company, oversees the firm’s recruiting, professional development, training and human resources functions for Bain’s global staff. Ranked number three on Forbes’s list of the top 10 chief human resources officers in 2015. Significant Strategic Oversight & Execution Experience: Deep expertise in corporate strategies, growth initiatives, new product development, acquisitions, sales force and distribution issues. His work has spanned large corporate entities in addition to venture and private equity-backed ownership stakes. |

  22. Background and Qualifications of Director Nominees

    | | 19 | 2024 Proxy Statement |

  23. Background and Qualifications of Director Nominees

    | Charles L. HARRINGTON Director Since: 2022 Former Chairman and Chief Executive Officer, Parsons Corporation Age: 65 Other Directorships: Public Companies: • J.G. Boswell Company • John Bean Technologies • Constellation Energy Other Companies: • Cal Poly Foundation • Institute of Digital Engineering USA | Professional Experience: Executive Chairman (2021 – 2022) President (2009 – 2021) Chairman and Chief Executive Officer (2008 – 2021) Executive Vice President, Chief Financial Officer, and Treasurer (2006 – 2008) Various Roles, including Group President, PARCOM, Biotechnology, Semiconductors and Telecommunications (1982 – 2006) Parsons Corporation, a technology-focused defense, intelligence, security, and infrastructure engineering firm Board Qualifications and Key Skills: Senior Leadership/Executive Officer Experience: Over his 40-year career at Parsons Corporation, held increasing roles of responsibility, including 13 years as Chief Executive Officer, 12 years as President, and two years as Chief Financial Officer, Executive Vice President, and Treasurer. He has deep experience in strategy development and execution, business transformation, operational management, business development, and technology development. Significant Advisory and Board Experience: More than 16 years of public company board experience, including at Parsons Corporation (as Chairman from 2008 to 2021 and Executive Chairman from 2021 to 2022) and AES Corporation (from 2013 to 2020) where he chaired the Audit Committee. Mr. Harrington has also chaired nominating and governance, compensation, and executive committees of publicly traded company boards. Has served as director of the Cal Poly Foundation since 2010 and as Vice Chair since 2019. Also serves as the director and chairman of the non-profit Institute for Digital Engineering USA, and as an advisor to Glasswing Ventures and The Holdsworth Group, LLC. |

  24. Background and Qualifications of Director Nominees

    | Jerry P. LEAMON Director Since: 2012 Former Global Managing Director, Deloitte Age: 73 Other Directorships: Public Companies: • N/A Other Companies: • Geller & Company • Cytogel Pharma, LLC • CBTS • Jackson Hewitt Tax Services • Business Advisory Council of the Carl H. Lindner School of Business | Professional Experience: Various Roles, including Global Managing Director and Partner (1972 – 2012) Deloitte, a multinational professional services company Board Qualifications and Key Skills: High Level of Financial Experience: Substantial financial experience gained from an almost 40-year career with Deloitte, including as leader of the tax practice in the U.S. and globally, and as leader of the M&A practice for more than 10 years. Accounting Experience: In addition to an almost 40-year career with Deloitte, Mr. Leamon is a certified public accountant. Broad International Experience: Served as leader of Deloitte’s tax practice, both in the U.S. and globally, and was Global Managing Director for all client programs, including industry programs, marketing communication and business development. Service Industry Experience: Deep understanding of operational and leadership responsibilities within the professional services industry, having held senior leadership positions at Deloitte while serving some of their largest clients. Significant Board Experience: Mr. Leamon serves on a number of boards and non-profit organizations, including Geller & Company, Cytogel Pharma, LLC, CBTS, and Jackson Hewitt Tax Services. He served as chairman of Americares Foundation for seven years and a Board member for 17 years, and also served for over nine years on the board of Credit Suisse USA, a subsidiary of Credit Suisse Group AG. He is also Trustee Emeritus of the University of Cincinnati Foundation and Board and serves as a member of the Business Advisory Council of the Carl H. Lindner School of Business. |

  25. Background and Qualifications of Director Nominees

    | | 20 | 2024 Proxy Statement |

  26. Background and Qualifications of Director Nominees

    | Angel R. MARTINEZ Director Since: 2017 Former Chairman of the Board of Directors and former Chief Executive Officer and President, Deckers Brands Age: 69 Other Directorships: Public Companies: • Genesco Inc. Other Companies: • N/A | Professional Experience: Chief Executive Officer and President (April 2005 – June 2016) Deckers Brands (formerly known as Deckers Outdoor Corporation), a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high performance activities President, Chief Executive Officer and Vice Chairman (April 2003 – March 2005) Keen LLC, an outdoor footwear manufacturer Executive Vice President and Chief Marketing Officer (1999 – 2001) Chief Executive Officer and President, The Rockport Company (1995 – 1999) President, Fitness Division (1992 – 1995) Vice President, Global Business Development (1985 – 1992) Vice President, Marketing (1983 – 1985) Various Roles, including as a founding employee (1980 – 1983) Reebok International Ltd., an American fitness footwear and clothing manufacturer Board Qualifications and Key Skills: Extensive Senior Leadership/Executive Officer Experience: Served in numerous senior leadership positions, including as Chief Executive Officer and President of Deckers Brands, Executive Vice President and Chief Marketing Officer of Reebok International Ltd., President of The Rockport Company, and President and Chief Executive Officer of Keen, LLC. Broad Product and Marketing Experience: Almost 44 years of experience in management, product, and marketing from senior and director positions with, among other companies, Deckers Brands, Reebok International, The Rockport Company, Genesco Inc., and Korn Ferry. Significant Public Company Board and Corporate Governance Experience: Over 26 years of public company board service, including as a director of Tupperware Brands Corporation from 1998 to 2020, and Executive Chairman (2008 to 2016) and non-Executive Chairman (2016 to 2017) of the Board of Deckers Brands. |

  27. Background and Qualifications of Director Nominees

    | Debra J. PERRY Director Since: 2008 Former Senior Managing Director in the Global Ratings and Research Unit, Moody’s Investors Service, Inc. Age: 73 Other Directorships: Public Companies: • Assurant, Inc. Other Companies: • The Bernstein Funds, a mutual fund complex | Professional Experience: Senior Managing Director, Global Ratings and Research Unit, Moody’s Investors Service, Inc. (2001 – 2004) Chief Administrative Officer and Interim Chief Credit Officer (1999 – 2001) Group Managing Director, Finance, Securities and Insurance Rating Groups (1996 – 1999) Various Roles (1992 – 1996) Moody’s Corporation, a business and financial services company Board Qualifications and Key Skills: High Level of Financial Experience: Substantial financial experience gained from more than 40 years of professional experience in financial services and serving on financial institution boards and audit committees, including a 12-year career at Moody’s Corporation, where among other things, Ms. Perry oversaw the Americas Corporate Finance, Leverage Finance, Public Finance and Financial Institutions departments. Significant Audit Committee Experience: Over 20 years of public company audit committee service, including as a Chair of PartnerRe’s Audit Committee (from 2015 to 2016) and as a member of the audit committees of the BofA Funds Series Trust (from 2011 to 2016), Genworth Financial (from 2016 to 2022), MBIA (from 2004 to 2008), CNO Financial Group, Inc. (from 2004 to 2011), Korn Ferry (since 2008; appointed Chair in 2010), and the Bernstein Funds (since 2011). Significant Public Company Board and Corporate Governance Experience: Currently serves as a director of Assurant, Inc. (since 2017), including as Finance & Risk Committee Chair and Nominating and Governance member, and as a director of the Bernstein Funds (since 2011), including as a member of the Audit Committee and Nominating Committee, and former Chair (from 2018 to 2023). Previously served as a director of Genworth Financial (2016 to 2022), including as Chair of the Risk Committee (from 2021 to 2022), as a director of PartnerRe (2013 to 2016), MBIA (2004 to 2008), and CNO Financial Group, Inc. (2004 to 2011), and as a trustee of BofA Funds Series Trust (2011 to 2016). Named in 2014 to the National Association of Corporate Directors’ Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community. Serves as a trustee of the Committee for Economic Development of the Conference Board, a non-partisan, business-led public policy organization. |

  28. Background and Qualifications of Director Nominees

    | | 21 | 2024 Proxy Statement |

  29. Background and Qualifications of Director Nominees

    | Lori J. ROBINSON General (ret.) Director Since: 2019 Commander, U.S. Northern Command and North American Aerospace Defense Command, Department of the Air Force (Ret.) Age: 65 Other Directorships: Public Companies: • NACCO Industries • CAE USA • Centene Corp. Other Companies: • The Robinson Group, LLC | Professional Experience: Non-Resident Senior Fellow (2018 – Present) Harvard Kennedy School, Belfer Center for Science and International Affairs Founder, Director (2018 – Present) The Robinson Group, LLC Commander (2016 – 2018) U.S. Northern Command and North American Aerospace Defense Command, Department of Defense Commander (2014 – 2016) Pacific Air Forces, U.S. Air Force Vice Commander (2013 – 2014) Air Combat Command, U.S. Air Force Board Qualifications and Key Skills: High Level of Leadership Experience: Four Star General and first female U.S. Combatant Commander, holding numerous government leadership roles with the U.S. Department of Defense, including serving as Commander of the U.S. Northern Command and North American Aerospace Defense Command, and Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific Command, leading more than 45,000 Airmen. Named by Time Magazine as one of the “Women Who Are Changing The World” in 2017, in recognition of her service as the first woman to lead a top-tier U.S. Combat Command, and as one of “Time’s Most Influential People in 2016.” Significant Strategic Oversight and Execution Experience: Over three decades of experience with the U.S. Air Force overseeing, among other things, homeland defense, civil support, and security cooperation. Extensive International Experience: Interacted with counterparts in the Indo-Pacific (including China) and the Middle East, reported directly to the U.S. Secretary of Defense and Chief of the Canadian Defence Staff, served four combat tours, and oversaw U.S. Air Force operations in the Middle East. |

  30. Background and Qualifications of Director Nominees

    | | 22 | 2024 Proxy Statement |

  31. Spotlight on CEO Pay Alignment

    Spotlight on CEO Pay Alignment Our compensation program is intended to focus on aligning executive pay with stockholder interests. A key element used to achieve this goal is providing annual incentive compensation opportunities that result in payouts based solely on the extent of achievement of pre-established performance criteria. As described in more detail below, our Compensation and Personnel Committee sets performance metrics (and associated targets) consisting of financial goals and strategic execution key performance indicators (“KPIs”). Executives are not guaranteed payouts under the annual cash incentive plan and payouts from year to year will vary based on achievement of the applicable financial metrics and strategic execution KPIs. The charts below show Mr. Burnison’s annual cash incentive award compensation for fiscal years 2022, 2023, and 2024 and our corresponding achievement of the applicable financial metrics and KPIs under the annual cash incentive plan for each year, as well as our overall Fee Revenue and Adjusted EBITDA in each year. The performance goals under the annual incentive plan were rigorous and, as described in more detail on page 46, set at levels that our Compensation and Personnel Committee deemed provided an appropriate balance between being challenging and achievable so as to keep management properly motivated. Meeting threshold goals for fiscal year 2024 would only result in the payout of 50% of the target opportunity for each goal while performance below the threshold level would not result in any payout for the associated performance goal. In fiscal year 2024, our overall achievement of the applicable metrics and KPIs under the plan for our CEO was above target but below maximum, which resulted in an above target payout under the annual incentive plan for Mr. Burnison of 147.5% of target. The Compensation and Personnel Committee will continue to set rigorous performance goals in the future to incentivize superior performance year over year and align the Company’s pay for performance with its stockholders’ interests.

  32. Spotlight on CEO Pay Alignment

    | I Annual Cash Incentive | I Performance Metrics | I Fee Revenue | I Adjusted EBITDA* | | (in millions) | Achievement Percentage | (in millions) | (in millions) | | | | | |

  33. Governance Insights

    | Selecting Performance Goals for Incentive Plans Q&A with Jerry Leamon, Compensation and Personnel Committee Chair Question: What factors does the Committee consider in selecting appropriate performance targets under the Company’s incentive plans? | |

  34. Governance Insights

    The Committee aims to incentivize executives over both the short- and long-term. As described in more detail below, the Company interacts with investors each year on a number of topics, including the financial metrics that investors view as most important. The Committee selects and sets performance metrics and associated targets with respect to the annual cash incentive plan using input from investors, the Company’s Strategic Plan and Annual Operating Plan (“AOP”), and the Committee’s independent compensation consultant. The fiscal 2024 AOP was premised on the assumption that there would be an economic downturn in the first half of the year, with a plateau beginning in the second half of the year, and the start of a modest recovery toward the end of the year. Also, in line with the Company’s diversification strategy to create more durable and resilient fee revenues, the Committee gives consideration to the cyclicality of each line of business as they behave differently through the various stages of an economic cycle. At the start of the fiscal year, the Committee evaluates each line of business along with the consolidated projected performance, and sets goals based on those projections, with the aim of establishing rigorous goals that balance between being challenging and achievable so as to keep management properly motivated. Based on the Committee’s view of the economic environment as well as its assumptions and projections, some of the threshold and target performance goals, and in one case, the maximum goal, were set below the prior fiscal year’s actual results. For Adjusted Fee Revenue, as an example, the Committee believed that the impact of the forecasted economic downturn would be different for each line of business and set the targets accordingly:

  35. Governance Insights

    | • | As Talent Acquisition represents the offering that is the most impacted by an economic downturn, the threshold and target Adjusted Fee Revenue goals for overall Company and RPO performance were set below prior year performance. | | • | For Consulting, which is more durable and resilient through an economic cycle, only the threshold goal was set below prior year’s actual results, while the target and upside goals were both set above the prior year’s actual results. | | • | For Professional Search and Interim, the Committee gave consideration to the fact that the prior year Adjusted Fee Revenue included a partial year for some recent acquisitions, while fiscal year 2024 Adjusted Fee Revenue included the full year. As such, the threshold, target, and upside Adjusted Fee Revenue goals for this line of business were all set above the prior year’s actual results. |

  36. Governance Insights

    With respect to long-term equity incentives, the Committee believes that such awards should align the NEOs’ interests with those of stockholders and encourage the achievement of the long-term strategic goals of the Company. The Committee has chosen relative total stockholder return (TSR) as an appropriate performance metric for the performance-based long-term incentive awards because it aligns NEO and stockholder interests. Sixty percent of each NEO’s long-term equity award is a performance award subject to achievement of the relative TSR goal. As evidenced by the strong say-on-pay support, stockholders overwhelmingly support the Company’s incentive plan designs.

  37. Question: What specific factors led the Company to project downward performance with respect to some of the annual incentive plan performance metrics?

    Question: What specific factors led the Company to project downward performance with respect to some of the annual incentive plan performance metrics? The Company was projecting downward performance in certain areas as follows:

  38. Question: What specific factors led the Company to project downward performance with respect to some of the annual incentive plan performance metrics?

    | 1. | When establishing the AOP and selecting the annual incentive plan performance goals, there were a number of factors impacting the global business environment such as elevated levels of inflation, tight labor markets, and geo-political tensions, including international wars and supply chain disruptions, to name a few. Further, central banks tried to control inflation by raising near-term interest rates, which had a negative impact on the global business environment. In response to the existing business environment, many of the Company’s clients were curtailing investment spending on growth initiatives, particularly for talent acquisition. We projected that in the near-term, the global demand for certain of our core solutions, products, and services would be lower in fiscal year 2024 compared to the prior year, even with the projected start of a modest recovery toward the end of the fiscal year. | | 2. | For Adjusted Fee Revenue, the Company projected a continuation of the trends that started mid-way through fiscal year 2023, with Talent Acquisition continuing to decelerate, partially offset by Consulting and Digital reflecting low growth/stabilization. | | 3. | As described last year, the slope of the pandemic recovery curve was steep requiring the Company to find and attract incremental resources in a very tight labor market. For this reason, during much of fiscal year 2022 and the first half of fiscal year 2023, the Company’s Adjusted EBITDA Margin was at an elevated level which was not sustainable. With new business and projected Adjusted Fee Revenue expected to continue the moderation/contraction that occurred in the second half of fiscal year 2023 and the higher labor costs resulting from an extremely tight labor market for an extended period of time, the Committee considered the downward pressure on earnings and profitability, leading to reduced targets for Adjusted EBITDA Margin, Adjusted EPS, and Adjusted ROIC. |

  39. Question: What specific factors led the Company to project downward performance with respect to some of the annual incentive plan performance metrics?

    Although a number of the metrics under the annual cash incentive plan were set below fiscal year 2023 actual results, in light of the business environment that existed at that time and which was expected to continue for a large portion of fiscal year 2024, the Committee deemed such goals to be rigorous and achievement not certain at the time that they were set.

  40. Question: What specific factors led the Company to project downward performance with respect to some of the annual incentive plan performance metrics?

    | | 40 | 2024 Proxy Statement |

  41. Best Practice Highlights

    | Committee Uses Independent Compensation Consultant. Modest Perquisites for NEOs. Adopted Clawback Policy for Executive Officer Incentive Payments and Performance-Based Equity. No Single Trigger Equity Payments for NEOs with Change in Control. Focus on Rigorous Performance-Based Equity Awards for Majority of NEOs’ Annual Equity Grants. | Stock Ownership Policy (3x Base Salary for NEOs). Compensation Benchmarked Annually Against Peer Group and Survey Data Sources. No Hedging, No Speculative Trading, and No Pledging under Company Policies. No Excise Tax Gross-Ups for Our NEOs. |

  42. Philosophy

    | • | Individual annual cash incentive and equity-based awards should be closely tied to the performance of the Company as a whole or one or more of its divisions or business units, as well as to the team and individual performance of the NEO; | | • | The interests of senior management and the Company’s stockholders should be aligned through direct ownership of Company common stock and by providing a sizable portion of each NEO’s total direct compensation in the form of equity-based incentives; and | | • | Total direct compensation must be competitive with our peer group, a broader group of human capital companies, and similarly sized publicly traded companies. |

  43. Philosophy

    | | | * 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. |

  44. Our Process: From Strategy to Compensation-Related Metrics

    Then, the Board approves an AOP for the upcoming fiscal year. For the NEOs, the Committee establishes annual bonus plan targets with financial and strategic execution KPIs that are derived from the Strategic Plan and AOP. Such financial targets and strategic execution KPIs form the basis for each NEO’s annual cash incentives and are tracked and measured during the course of the year with the year-end results reported to the Committee for determining year-end annual cash bonus awards.

  45. Use of a Peer Group

    Use of a Peer Group The Company does not target or position NEO pay levels at a specific percentile level relative to a peer group. Rather, the Company reviews total direct compensation and the mix of the compensation components relative to the 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 human capital management firm. Because a number of the Company’s direct competitors for talent are privately-held, precise information regarding executive officer compensation practices among the Company’s competitor group is difficult to obtain. In addition, even when such data is available, meaningful differences in size, complexity, and organizational structure among the Company’s peer group make direct comparisons of compensation practices challenging and require the exercise of judgment. In assessing the competitiveness of the Company’s NEO compensation, the Committee relies on information obtained from the proxy statements of publicly-traded competitors, information derived from data obtained from other public sources with respect to competitor organizations, and the general knowledge of the Committee and its compensation consultant with regard to the market for senior management positions. For fiscal year 2024, the Committee used the following companies as a peer group:

  46. Use of a Peer Group

    | ASGN, Inc. | Insperity, Inc. | | Cushman & Wakefield Plc | Jones Lang LaSalle Incorporated | | FTI Consulting, Inc. | Manpower Group, Inc. | | Heidrick & Struggles International, Inc. | PageGroup Plc | | Huron Consulting Group Inc. | Robert Half International Inc. | | ICF International, Inc. | |

  47. Use of a Peer Group

    This peer group remained consistent with the peer group used for fiscal year 2023. The selection of commercial real estate companies was predicated on business model and strategy alignment. Real estate companies have very similar business models to professional services firms and face similar personnel and go-to-market issues. We consider the business strategy of such companies as similar to our business strategy because commercial real estate brokers are analogous to our Executive Search partners: they have strong client relationships which the firms are leveraging by building a business with a number of closely related adjacent services that can be sold to clients through these relationships similar to how Korn Ferry offers services to help our clients solve their human capital/business issues. The selection of staffing industry peers was determined using comparisons of net revenues and global reach because net revenues or gross margins are a better indicator of comparability for staffing industry peers. Staffing industry companies have a very large percentage of pass-through costs for amounts payable to temporary workers which are reported within their gross revenues. We believe that net revenue or gross margin excluding these pass-through costs are more comparable to the net fee revenues we report. In December of 2023, in consultation with Pearl Meyer and in consideration of the fact that a few companies have been removed from the peer group over recent years due to acquisitions, the Committee added three additional peer companies to the peer group that will first be used for purposes of making fiscal year 2025 compensation decisions: CoStar Group, Inc., TriNet Group, Inc., and Verisk Analytics, Inc. The addition of TriNet Group, Inc. provides another peer in the employment services industry, our most closely related industry. CoStar Group, Inc. and Verisk Analytics, Inc., both providers of information and data analytics solutions to the commercial real estate and insurance industries, are analogous to the solutions our Digital segment provides to the organizational and talent industries.

  48. Use of a Peer Group

    | | 43 | 2024 Proxy Statement |

  49. Use of a Peer Group

    We believe this peer group reflects the size and strategy of our company.

  50. Use of a Peer Group

    | | Employment Services | Significant International Exposure | Business Model / Strategy Alignment | | ASGN, Inc. | | | | | CoStar Group, Inc. | | | | | Cushman & Wakefield Plc | | | | | FTI Consulting, Inc. | | | | | Heidrick & Struggles International, Inc. | | | | | Huron Consulting Group Inc. | | | | | ICF International, Inc. | | | | | Insperity, Inc. | | | | | Jones Lang LaSalle Incorporated | | | | | Manpower Group, Inc. | | | | | PageGroup Plc | | | | | Robert Half International Inc. | | | | | TriNet Group, Inc. | | | | | Verisk Analytics, Inc. | | | |

  51. Use of a Peer Group

    The Committee also evaluated each company on the basis of market capitalization and revenue. The Committee reviews the peer group on an annual basis. Revenue and market capitalization data for this peer group and the Company are as follows:

  52. I Revenues***

    | * For avoidance of doubt, excludes CoStar Group, Inc., TriNet Group, Inc., and Verisk Analytics, Inc., as such companies were added to the peer group in December 2023 and were not used when making fiscal year 2024 compensation decisions. |

  53. I Revenues***

    | *** Peer company total revenues computed for the peer company’s most recently completed fiscal year. |

  54. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentives are intended to motivate and reward NEOs for achieving financial and strategy execution goals over a one-year period. The Committee determines annual cash incentive amounts based upon a number of factors including financial goals, strategy execution objectives, competitive data, and individual performance, as described in more detail below. While the Committee primarily bases annual cash incentive awards on performance against these objectives for the year, it retains negative discretion in determining actual bonus payouts. Annual cash incentives are typically paid in cash, but the Committee may choose to pay a portion of the annual cash incentive in equity or other long-term incentives.

  55. Our Metrics: Measuring Performance

    | Financial Metric | | Adjusted Fee Revenue Fee Revenue (as approved for purposes of setting KPIs for the bonus plan) is defined as Fee Revenue of the Company, as reported in the Form 10-K, adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 2024 actual results at a currency rate comparable to the rate used in the Company’s AOP for fiscal year 2024. | | Adjusted EBITDA Margin Adjusted EBITDA Margin (as approved for purposes of setting KPIs for the bonus plan) is defined as U.S. GAAP Net Income, as reported in the Form 10-K, plus interest expense, income tax provision, depreciation and amortization expenses adjusted as applicable to exclude integration and acquisition costs, costs associated with the impairment of fixed assets (i.e., software and leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges incurred to realign our workforce, and further adjusted to eliminate the impact of severance expenses and the effect of currency fluctuations, including by translating fiscal year 2024 actual results at a currency rate comparable to the rate used in the Company’s AOP for fiscal year 2024, divided by Adjusted Fee Revenue. | | Adjusted Diluted EPS Adjusted Diluted EPS (as approved for purposes of setting KPIs for the bonus plan) is defined as Diluted Earnings per Share, as reported in the Form 10-K, adjusted to exclude integration and acquisition costs, costs associated with the impairment of fixed assets (i.e., software and leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges incurred to realign our workforce (all on an after-tax basis), and further adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 2024 actual results at a currency rate comparable to the rate used in the Company’s AOP for fiscal year 2024. | | Adjusted Return on Invested Capital Adjusted Return on Invested Capital (“Adjusted ROIC”) (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP Net Income, as reported in the Form 10-K, adjusted to exclude integration and acquisition costs, costs associated with the impairment of fixed assets (i.e., software and leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges incurred to realign our workforce (all on an after-tax basis), and further adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 2024 actual results at a currency rate comparable to the rate used in the Company’s AOP for fiscal year 2024, divided by average stockholders’ equity plus average outstanding debt. |

  56. Our Metrics: Measuring Performance

    The Committee took the previously described factors into consideration when setting the fiscal year 2024 performance goals. Although a number of the metrics were set below fiscal year 2023 actual results, in light of the business environment that existed at that time and which was expected to continue for a large portion of fiscal year 2024, the Committee deemed such goals to be rigorous and achievement not certain at the time that they were set. Even the full achievement of the threshold goals for fiscal year 2024 would only result in payout of 50% of the target opportunity for such goal. The table below discusses actual results for fiscal year 2023 and threshold, target, and maximum goals and actual results for fiscal year 2024.

  57. Our Metrics: Measuring Performance

    | * The fiscal year 2023 actual results reported here were used when determining fiscal year 2024 performance goals for purposes of the annual cash incentive plan and do not reflect the adjustments for currency fluctuations as reported in the Company’s fiscal year 2023 proxy statement. |

  58. Determinations and Results

    Determinations and Results After the end of the fiscal year, the Committee evaluated each NEO’s achievements against the financial and strategic execution targets. While the Committee primarily bases its determination of annual cash incentives on the metrics previously discussed, the Committee retains negative discretion in determining actual annual cash incentive awards. For fiscal year 2024, the weightings and results for our NEOs were as follows:

  59. Determinations and Results

    In keeping with our efforts to reflect stockholder feedback, the table above incorporates detailed disclosure with either actual results or relative results to target. For competitive advantage and confidentiality reasons, we do not disclose the threshold, target, and maximum goals and actual results for our top-rated performance retention strategy execution KPI. However, when the goals were established, they were considered challenging to achieve given the continuing uncertain economic environment. The fiscal year 2024 target bonus was equal to 150% of annual base salary for Mr. Burnison, 120% of annual base salary for Mr. Rozek, and 100% of annual base salary for Messrs. Arian, Distefano, and MacDonald, with the ability to earn additional amounts up to a maximum cash award of 200% of the applicable target bonus opportunity for each executive. The Committee awarded annual cash incentive amounts as follows: Mr. Burnison—$2,212,500, Mr. Rozek—$1,106,250, Mr. Arian—$779,900, Mr. Distefano—$572,000, and Ms. MacDonald—$611,050 (which amounts represent 147.5% of Messrs. Burnison’s and Rozek’s target bonuses for the year, 141.8% of Mr. Arian’s target bonus for the year, 104.0% of Mr. Distefano’s target bonus for the year, and 111.1% of Ms. MacDonald’s target bonus for the year). These amounts reflect their performance against the financial metrics and strategic execution KPI targets established at the beginning of the fiscal year. Because Mr. Mulrooney resigned his employment with the Company during the fiscal year, he was not eligible for and did not receive an annual cash incentive award.

  60. Long-Term Equity Incentives

    Long-Term Equity Incentives Long-term equity incentives are intended to align the NEOs’ interests with those of stockholders and encourage the achievement of the long-term goals of the Company. Long-term incentives are also designed to motivate and help retain top talent. To accomplish these objectives, the Committee has discretion to make grants of time-based restricted stock, restricted stock units, and/or performance-based awards. The Committee determines long-term incentive award amounts based upon a number of factors including competitive data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. The various factors are not given specific weights; the Committee retains discretion to consider items as it deems appropriate. In fiscal year 2024, our NEOs received annual equity grants comprised of 60% performance-based restricted stock units (discussed in further detail below) and 40% time-based restricted stock (or restricted stock units, in the case of Messrs. Burnison and Rozek), except for Ms. MacDonald, who was not an executive officer at the time of grant and thus did not receive any regular annual equity awards in fiscal year 2024, but has moved to the 60%/40% split beginning with fiscal year 2025. At the time of grant, in consultation with and based on benchmarking data provided by the compensation consultant, the Committee determined that the grant date value of their awards fell within the range of long-term incentives provided by the peer group companies and that this was an appropriate level of equity grant and equity mix to properly align their interests with the Company’s long-term goals, taking into account individual performance and market compensation levels. In connection with Ms. MacDonald’s appointment as Chief Executive Officer, RPO and in recognition of her increased responsibilities, in September 2024, she was awarded a promotion equity award with a target grant date value of $200,000, consisting of 3,980 time-based restricted shares. Below we discuss equity grants made during fiscal year 2024 to Messrs. Burnison, Rozek, Arian, Distefano, and Mulrooney and Ms. MacDonald.

  61. Fiscal Year 2024 Equity Awards

    Fiscal Year 2024 Equity Awards In fiscal year 2024, 60% (based on the number of units/shares granted at target) of the annual equity awards granted to the NEOs were comprised of performance-based awards tied to three-year relative TSR (“Relative TSR Units”), except for Ms. MacDonald, who was not an executive officer at the time of grant and did not receive any Relative TSR Units in fiscal year 2024. The NEOs (other than Ms. MacDonald) received the remaining portion of their annual equity awards in the form of time-based restricted stock or restricted stock unit awards. Beginning with fiscal year 2025, Ms. MacDonald has moved to the standard NEO 60%/40% split. As described above, Ms. MacDonald received a promotion equity award upon her appointment as Chief Executive Officer, RPO. Mr. Mulrooney forfeited his fiscal year 2024 equity awards upon his resignation from the Company.

  62. Performance-Based Equity: Relative TSR Units

    Performance-Based Equity: Relative TSR Units Mr. Burnison was awarded Relative TSR Units with a target amount of 100,670 units, a maximum amount of 201,340 units, and a minimum amount of zero. These Relative TSR Units have a three-year performance period after which the number of units that vest will depend upon the Company’s TSR over the three-year performance period relative to the fiscal year 2024 peer group of companies listed above. If the Company’s TSR is less than or equal to zero, the payouts will be modified to reduce the payout as a percentage of the target. Relative TSR Units were also granted to Mr. Rozek, with a target amount of 41,450 units (maximum of 82,900 units and minimum of zero); Mr. Arian, with a target amount of 30,200 units (maximum of 60,400 units and minimum of zero); Mr. Distefano, with a target amount of 23,690 units (maximum of 47,380 units and minimum of zero); and Mr. Mulrooney, with a target amount of 29,020 units (maximum of 58,040 units and minimum of zero). As noted previously, Mr. Mulrooney forfeited such award upon his termination of employment.

  63. Performance-Based Equity: Relative TSR Units

    | | 49 | 2024 Proxy Statement |

  64. Performance-Based Equity: Relative TSR Units

    The table below outlines the potential vesting of the percentages of the Relative TSR Units granted in fiscal year 2024 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal year 2024 peer group.

  65. Performance-Based Equity: Relative TSR Units

    | | Payout as a % Target | | | Relative TSR Percentile Ranking | Absolute TSR > 0% | Absolute TSR ≤ 0% | | >90P | 200% | 100% | | 90P | 200% | 100% | | 85P | 183% | 100% | | 80P | 167% | 100% | | 75P | 150% | 100% | | 70P | 133% | 100% | | 65P | 117% | 100% | | 60P | 100% | 100% | | 55P | 92% | 88% | | 50P | 83% | 75% | | 45P | 75% | 63% | | 40P | 67% | 50% | | 35P | 58% | 38% | | 30P | 50% | 25% | | <30P | 0% | 0% |

  66. Time-Based Restricted Stock

    Time-Based Restricted Stock Each of Messrs. Burnison, Rozek, Arian, Distefano, and Mulrooney received a time-based restricted stock or restricted stock unit award that vests in four equal annual installments beginning on July 11, 2024. Mr. Burnison received 67,110 restricted stock units, Mr. Rozek received 27,640 restricted stock units, Mr. Arian received 20,130 shares, Mr. Distefano received 15,790 shares, and Mr. Mulrooney received 19,340 shares, which were subsequently forfeited upon his termination of employment. In connection with her appointment as an executive officer, Ms. MacDonald received a promotion equity award consisting of 3,980 shares that vest in four equal annual installments beginning on September 5, 2024.

  67. Relative TSR Units for the Three-Year Performance Cycle Ending April 30, 2024

    Relative TSR Units for the Three-Year Performance Cycle Ending April 30, 2024 April 30, 2024 marked the end of the three-year performance cycle for the performance-based restricted stock units granted to Messrs. Burnison, Rozek, Arian, and Distefano in fiscal year 2022 (and discussed in further detail in the Company’s proxy statement for fiscal year 2022). The Company’s relative total stockholder return over the three-year performance period resulted in the Company ranking 6 out of a 13 company peer group (including the Company). This sixth place ranking translates into 91.3% of the award (i.e., 35,720, 14,880, 10,720, and 2,650 shares, respectively) vesting. Mr. Mulrooney forfeited his fiscal year 2022 performance-based restricted stock units upon his termination of employment and Ms. MacDonald did not receive a grant of fiscal year 2022 performance-based restricted stock units.

  68. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan, known as the Korn Ferry Executive Capital Accumulation Plan (“ECAP”). Pursuant to the ECAP, the NEOs, along with all other U.S.-based vice presidents, may defer up to 80% of their salary and/or up to 100% of their annual cash incentive award into the ECAP. Participants in the ECAP make elections on how they would like their deemed account notionally invested from a group of 11 selected mutual funds. At its discretion, the Company may make contributions to the ECAP on behalf of a participant. All Company matching and performance contributions to the ECAP are approved by the Committee. During fiscal year 2024, no Company contributions were made to the ECAP on behalf of the NEOs. Participants in the ECAP may elect to receive distributions (in lump sum) while employed by the Company (and after such amounts have become vested) or upon termination of their employment with the Company.

  69. Long-Term Performance Unit Plan

    Long-Term Performance Unit Plan In fiscal year 2017, the Committee approved the Korn Ferry Long Term Performance Unit Plan and has subsequently approved amendments to this plan periodically (the “LTPU Plan”). The NEOs are eligible to participate in the LTPU Plan. The purpose of the LTPU Plan is to promote the success of the Company by providing a select group of management and highly compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate, and retain such employees. Pursuant to the LTPU Plan, the Committee may grant cash-based unit awards (the “Unit Awards”). In fiscal year 2024, Ms. MacDonald received 20 Unit Awards and no other NEOs received Unit Awards. Unless a participant dies or makes an election in accordance with the LTPU Plan, each vested Unit Award will pay out an annual benefit of either $25,000 (for an award granted prior to June 1, 2020), $10,000 (for an award granted on or after June 1, 2020 and prior to July 1, 2021), or $12,500 (for an award granted on or after July 1, 2021), in all cases subject to a potential performance adjustment, for each of five years commencing on the seventh anniversary of the grant date. Subject to the terms of the LTPU Plan, participants may elect to have their annual benefits start on a later date and/or pay out in a lower annual amount over a greater number of years. Unit Awards vest upon the following circumstances: (i) the fourth anniversary of the grant date, subject to continued service as of such date; (ii) the later of the grantee’s 65th birthday and the second anniversary of the grant date, subject to continued services as of each such date; (iii) death or disability; or (iv) a change of control event (as defined in the LTPU Plan). Each Unit Award made under the LTPU Plan has a total value of either $125,000 (for an award granted prior to June 1, 2020), $50,000 (for an award granted on or after June 1, 2020 and prior to July 1, 2021), or $62,500 (for an award granted on or after July 1, 2021) and a base value of either $50,000 (for an award granted prior to June 1, 2020) or $25,000 (for an award granted on or after June 1, 2020). The base value of an LTPU award represents the maximum amount payable upon the partial vesting of such award. If a participant terminates employment prior to death or disability and not for cause, the participant will be entitled to receive a lump sum payment of a portion of the base value of the Unit Award based on the years of service completed since the grant date to the extent that the termination occurs at least 13 months following the grant date. If the administrator of the LTPU Plan (the “LTPUP Administrator”) determines that a participant’s employment has been terminated for cause or that a participant has engaged in “Detrimental Activity” (as defined in the LTPU Plan), Unit Awards, whether vested or unvested, will be forfeited. Please refer to the section entitled “Potential Payments Upon Termination or Change of Control” below for further discussion of the LTPU Plan.

  70. Employment Agreements

    Employment Agreements Each of the Company’s NEOs is covered by an employment agreement providing for a minimum annual level of salary, target incentives, eligibility for long-term incentives and benefit eligibility and, in the case of Mr. Burnison, a retention award (the “Retention Award”). The agreements also provide for a severance benefit in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. Based on a competitive review conducted by Pearl Meyer, the Committee’s independent compensation consultant, the employment agreements provide (or, in the case of Mr. Mulrooney, provided) for the following annual compensation: (1) an annual base salary of $1,000,000 for Mr. Burnison, $625,000 for Mr. Rozek, and $550,000 for each of Messrs. Arian, Distefano, and Mulrooney and Ms. MacDonald; (2) participation in the Company’s annual cash incentive plan with an annual target award of 150% of annual base salary for Mr. Burnison, 120% of annual base salary for Mr. Rozek, and 100% of annual base salary for Messrs. Arian, Distefano, and Mulrooney and Ms. MacDonald, and the ability to earn additional amounts up to a maximum cash award of 200% of the applicable target bonus opportunity for each executive; and (3) subject to approval of the Committee, the NEOs are eligible to participate in the Company’s equity incentive program and in the employee benefit plans, arrangements, and programs maintained from time to time by the Company for the benefit of senior executives. In connection with Ms. MacDonald’s appointment as Chief Executive Officer, RPO and in recognition of her increased responsibilities, Ms. MacDonald’s employment agreement also provided for a one-time promotion cash bonus equal to $200,000 that is subject to repayment upon certain terminations that occur prior to July 19, 2027. In addition, the agreement with Mr. Burnison provides the ability to earn the Retention Award (which was originally granted under his previous employment agreement with the

  71. Employment Agreements

    | | 51 | 2024 Proxy Statement |

  72. Employment Agreements

    Company dated March 30, 2018) in the amount of $5 million, which vested on March 30, 2022 (the “Retention Vesting Date”). After vesting, payment of this award will be deferred until Mr. Burnison’s termination of employment (except that Mr. Burnison will forfeit this award if his employment is terminated for “cause” or he violates his restrictive covenants). Interest will accrue on the deferral from the Retention Vesting Date, until Mr. Burnison’s termination of employment at 120% of an annual average of the long-term Applicable Federal Rate as in effect from time to time (currently 5.43% for August 2024). For all NEOs, the agreements provide for severance benefits in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. Because Mr. Burnison remained employed through the Retention Vesting Date, his agreement also provides that upon any termination of his employment (other than by the Company for cause or due to death or disability), all unvested equity awards granted on or after March 30, 2018 (and at least 90 days prior to such termination, other than with respect to a termination by the Company without cause or a termination by Mr. Burnison for good reason during such 90-day period, in which case, there shall be no such 90-day requirement) will continue to vest in accordance with their terms (based on actual Company performance in the case of performance awards), disregarding such termination. Mr. Rozek’s agreement also provides for continued vesting of his equity awards (based on actual Company performance in the case of performance awards) in the event of a termination due to his “retirement,” as defined in his agreement, provided he gives the Company at least six months’ prior notice. All of the foregoing benefits are conditioned on the executive’s execution and delivery of a general release and compliance with covenants relating to confidentiality, non-solicitation, and non-competition. Please refer to the sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change of Control” below for further discussion of these agreements. Mr. Mulrooney did not become entitled to any severance benefits upon his voluntary resignation. It is the Committee’s belief that the employment agreements are necessary from a competitive perspective and contribute to the stability of the management team.

  73. Practices on Timing of Equity Awards

    Practices on Timing of Equity Awards The Committee generally grants annual equity awards to the NEOs in the first quarter of the fiscal year during a scheduled open trading window. The Committee does not take into account material nonpublic information when determining the timing and terms of grants of equity awards to the NEOs.

  74. Fiscal Year 2024, 2023, and 2022 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Gary D. Burnison, President and Chief Executive Officer | 2024 | 1,000,000 | — | 8,792,685 | 2,212,500 | —(3) | 92,473(4) | 12,097,658 | | | 2023 | 1,000,000 | — | 9,335,918 | 1,087,478 | —(3) | 94,049 | 11,517,445 | | | 2022 | 985,000 | — | 5,052,479 | 3,450,000 | —(3) | 60,055 | 9,547,534 | | Robert P. Rozek, Executive Vice President, Chief Financial Officer and Chief Corporate Officer | 2024 | 625,000 | — | 3,620,719 | 1,106,250 | — | 70,687(5) | 5,422,656 | | | 2023 | 625,000 | — | 3,295,355 | 543,739 | — | 71,434 | 4,535,528 | | | 2022 | 616,667 | — | 2,105,429 | 1,725,000 | — | 45,771 | 4,492,867 | | Mark Arian, Chief Executive Officer, Consulting | 2024 | 550,000 | — | 2,637,600 | 779,900 | — | 82,209(6) | 4,055,709 | | | 2023 | 550,000 | — | 2,526,648 | 385,000 | — | 92,187 | 3,553,835 | | | 2022 | 533,333 | — | 1,515,800 | 1,158,108 | — | 56,808 | 3,264,049 | | Michael Distefano, Chief Executive Officer, Professional Search and Interim | 2024 | 550,000 | — | 2,068,994 | 572,000 | —(3) | 393,328(7) | 3,584,322 | | | 2023 | 550,000 | — | 649,619 | 332,292 | —(3) | 66,568 | 1,598,479 | | Jeanne MacDonald, Chief Executive Officer, RPO | 2024 | 517,617 | 200,000(8) | 199,796 | 611,050 | — | 586,880(9) | 2,115,343 | | Byrne Mulrooney, Former Chief Executive Officer, RPO and Digital | 2024 | 139,584 | — | 2,534,365 | — | — | 25,596(10) | 2,699,545 | | | 2023 | 550,000 | — | 2,526,648 | 275,856 | — | 93,063 | 3,445,567 | | | 2022 | 533,333 | — | 1,515,800 | 1,170,125 | — | 54,848 | 3,274,106 |

  75. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 Grants of Plan-Based Awards The following table sets forth information with respect to non-equity incentive plan compensation and equity awards granted in fiscal 2024 to the named executive officers, under the Company’s 2022 Stock Incentive Plan.

  76. Fiscal Year 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock (#) | Date Fair Value of Stock Awards | | Gary D. Burnison | 7/11/2023 | — | — | — | — | — | — | 67,110 | 3,399,793 | | | 7/11/2023 | — | — | — | 25,168 | 100,670 | 201,340 | — | 5,392,892 | | | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | | Robert P. Rozek | 7/11/2023 | — | — | — | — | — | — | 27,640 | 1,400,242 | | | 7/11/2023 | — | — | — | 10,363 | 41,450 | 82,900 | — | 2,220,477 | | | — | — | 750,000 | 1,500,000 | — | — | — | — | — | | Mark Arian | 7/11/2023 | — | — | — | — | — | — | 20,130 | 1,019,786 | | | 7/11/2023 | — | — | — | 7,550 | 30,200 | 60,400 | — | 1,617,814 | | | — | — | 550,000 | 1,100,000 | — | — | — | — | — | | Michael Distefano | 7/11/2023 | — | — | — | — | — | — | 15,790 | 799,921 | | | 7/11/2023 | — | — | — | 5,923 | 23,690 | 47,380 | — | 1,269,073 | | | — | — | 550,000 | 1,100,000 | — | — | — | — | — | | Jeanne MacDonald | 9/5/2023 | — | — | — | — | — | — | 3,980 | 199,796 | | | — | — | 550,000 | 1,100,000 | — | — | — | — | — | | Byrne Mulrooney | 7/11/2023 | — | — | — | — | — | — | 19,340 | 979,764 | | | 7/11/2023 | — | — | — | 7,255 | 29,020 | 58,040 | — | 1,554,601 | | | — | — | 550,000 | 1,100,000 | — | — | — | — | — |

  77. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to options to purchase shares of the Company’s common stock, restricted stock, and restricted stock unit grants to the named executive officers outstanding as of April 30, 2024.

  78. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Not Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Gary D. Burnison | — | — | — | — | — | 51,875(1) | 3,149,850 | — | — | | | — | — | — | — | — | 13,040(2) | 791,789 | — | — | | | — | — | — | — | — | 43,065(3) | 2,614,907 | — | — | | | — | — | — | — | — | 67,110(4) | 4,074,919 | — | — | | | — | — | — | — | — | — | — | 35,720(5) | 2,168,918 | | | — | — | — | — | — | — | — | 86,130(6) | 5,229,814 | | | — | — | — | — | — | — | — | 201,340(7) | 12,225,365 | | Robert P. Rozek | — | — | — | — | — | 20,933(1) | 1,271,052 | — | — | | | — | — | — | — | — | 5,435(2) | 330,013 | — | — | | | — | — | — | — | — | 15,203(3) | 923,126 | — | — | | | — | — | — | — | — | 27,640(4) | 1,678,301 | — | — | | | — | — | — | — | — | — | — | 14,880(8) | 903,514 | | | — | — | — | — | — | — | — | 30,400(9) | 1,845,888 | | | — | — | — | — | — | — | — | 82,900(10) | 5,033,688 | | Mark Arian | — | — | — | — | — | 14,563(1) | 884,265 | — | — | | | — | — | — | — | — | 3,910(2) | 237,415 | — | — | | | — | — | — | — | — | 11,655(3) | 707,692 | — | — | | | — | — | — | — | — | 20,130(4) | 1,222,294 | — | — | | | — | — | — | — | — | — | — | 10,720(11) | 650,918 | | | — | — | — | — | — | — | — | 23,310(12) | 1,415,383 | | | — | — | — | — | — | — | — | 60,400(13) | 3,667,488 | | Michael Distefano | — | — | — | — | — | 7,280(1) | 442,042 | — | — | | | — | — | — | — | — | 1,450(2) | 88,044 | — | — | | | — | — | — | — | — | 3,803(3) | 230,918 | — | — | | | — | — | — | — | — | 15,790(4) | 958,769 | — | — | | | — | — | — | — | — | — | — | 2,650(14) | 160,908 | | | — | — | — | — | — | — | — | 5,070(15) | 307,850 | | | — | — | — | — | — | — | — | 47,380(16) | 2,876,914 | | Jeanne MacDonald | — | — | — | — | — | 2,535(3) | 153,925 | — | — | | | — | — | — | — | — | 3,980(17) | 241,666 | — | — | | | — | — | — | — | — | — | — | 3,380(18) | 205,234 | | Byrne Mulrooney | — | — | — | — | — | — | — | — | — |

  79. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) The time-based restricted stock grant was made on July 8, 2020, and vests in four equal annual installments beginning on July 8, 2021. | | (2) The time-based restricted stock grant was made on July 9, 2021, and vests in four equal annual installments beginning on July 9, 2022. | | (3) The time-based restricted stock grant was made on July 11, 2022, and vests in four equal annual installments beginning on July 11, 2023. | | (4) The time-based restricted stock grant was made on July 11, 2023, and vests in four equal annual installments beginning on July 11, 2024. |

  80. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | | 57 | 2024 Proxy Statement |

  81. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End

    | (5) This grant of Relative TSR Units was made on July 9, 2021. The award has a three-year vesting period after which between 0 and 78,240 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. On July 9, 2024, 35,720 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies. | | (6) This grant of Relative TSR Units was made on July 11, 2022. The award has a three-year vesting period after which between 0 and 172,260 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of target based on performance to date. | | (7) This grant of Relative TSR Units was made on July 11, 2023. The award has a three-year vesting period after which between 0 and 201,340 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of maximum based on performance to date. | | (8) This grant of Relative TSR Units was made on July 9, 2021. The award has a three-year vesting period after which between 0 and 32,600 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. On July 9, 2024, 14,880 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies. | | (9) This grant of Relative TSR Units was made on July 11, 2022. The award has a three-year vesting period after which between 0 and 60,800 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of target based on performance to date. | | (10) This grant of Relative TSR Units was made on July 11, 2023. The award has a three-year vesting period after which between 0 and 82,900 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of maximum based on performance to date. | | (11) This grant of Relative TSR Units was made on July 9, 2021. The award has a three-year vesting period after which between 0 and 23,480 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. On July 9, 2024, 10,720 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies. | | (12) This grant of Relative TSR Units was made on July 11, 2022. The award has a three-year vesting period after which between 0 and 46,620 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of target based on performance to date. | | (13) This grant of Relative TSR Units was made on July 11, 2023. The award has a three-year vesting period after which between 0 and 60,400 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of maximum based on performance to date. | | (14) This grant of Relative TSR Units was made on July 9, 2021. The award has a three-year vesting period after which between 0 and 5,800 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. On July 9, 2024, 2,650 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies. | | (15) This grant of Relative TSR Units was made on July 11, 2022. The award has a three-year vesting period after which between 0 and 10,140 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of target based on performance to date. | | (16) This grant of Relative TSR Units was made on July 11, 2023. The award has a three-year vesting period after which between 0 and 47,380 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of maximum based on performance to date. | | (17) This time-based restricted stock grant was made on September 5, 2023, and vests in four equal annual installments beginning on September 5, 2024. | | (18) This grant of Relative TSR Units was made on July 11, 2022. The award has a three-year vesting period after which between 0 and 6,760 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated based on achievement of target based on performance to date. |

  82. Stock Vested in Fiscal Year 2024

    Stock Vested in Fiscal Year 2024 The following table sets forth information with respect to the exercise of options and the vesting of stock awards for each of the named executive officers during the fiscal year ended April 30, 2024.

  83. Stock Vested in Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Gary D. Burnison | — | — | 81,735 | 4,127,893 | | Robert P. Rozek | — | — | 32,452 | 1,638,815 | | Mark Arian | — | — | 21,755 | 1,098,713 | | Michael Distefano | — | — | 10,877 | 549,203 | | Jeanne MacDonald | — | — | 2,128 | 107,561 | | Byrne Mulrooney | — | — | 31,322 | 1,581,559 |

  84. Stock Vested in Fiscal Year 2024

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  85. Fiscal Year 2024 Pension Benefits

    Fiscal Year 2024 Pension Benefits The following table sets forth the pension benefits of the named executive officers as of April 30, 2024.

  86. Fiscal Year 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service or Number of Units Earned (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Gary D. Burnison | Executive Wealth Accumulation Plan (“EWAP”) | 15 | 319,164 | — | | Michael Distefano | EWAP | 15 | 206,841 | — |

  87. Fiscal Year 2024 Pension Benefits

    | (1) Upon attaining 15 years of service, Messrs. Burnison and Distefano qualified for an “early retirement benefit” under the EWAP. Because Messrs. Burnison and Distefano have made the mandatory contributions for the eight-year period as required under the EWAP, they are now entitled to an unreduced benefit. |

  88. Fiscal Year 2024 Nonqualified Deferred Compensation

    Fiscal Year 2024 Nonqualified Deferred Compensation The nonqualified deferred compensation plan earnings and withdrawals of the named executive officers as of April 30, 2024, are set forth in the table below.

  89. Fiscal Year 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings/(loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Gary D. Burnison | — | — | 788,763 | — | 5,300,701(1) | | Robert P. Rozek | — | — | — | — | — | | Mark Arian | — | — | — | — | 1,000,000(2) | | Michael Distefano | — | — | 668,120 | (125,000)(3) | 4,159,034(1)(2) | | Jeanne MacDonald | — | — | — | — | 4,300,000(2) | | Byrne Mulrooney | — | — | (875,000)(4) | — | — |

  90. Fiscal Year 2024 Nonqualified Deferred Compensation

    | (1) The “Aggregate Balance at Last FYE” for Mr. Burnison includes $2,995,922 of contributions made by both Mr. Burnison and the Company, all of which was reported as contributions in Summary Compensation Tables in prior-year proxy statements beginning with the fiscal 2007 proxy statement, Of the amounts reported in prior-year proxy statements, $1,061,922 relates to Mr. Burnison’s election to defer 100% of his fiscal year 2023 non-equity incentive plan award which is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for fiscal year 2023, and $1,725,000 relates to Mr. Burnison’s election to defer 50% of his fiscal year 2022 non-equity incentive plan award. The “Aggregate Balance at Last FYE” for Mr. Distefano includes $2,865,914 of contributions made by both Mr. Distefano and the Company, none of which was previously reported as contributions in Summary Compensation Tables as Mr. Distefano first became a named executive officer for the fiscal 2023 proxy statement. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation. | | (2) On July 8, 2016, the Company established the LTPU Plan in order to promote the success of the Company by providing a select group of management and highly compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate, and retain such employees. Each Unit Award made under the LTPU Plan has a total value of either $125,000 (for an award granted prior to June 1, 2020), $50,000 (for an award granted on or after June 1, 2020 and prior to July 1, 2021), or $62,500 (for an award granted on or after July 1, 2021) and a base value of either $50,000 (for an award granted prior to June 1, 2020) or $25,000 (for an award granted on or after June 1, 2020). The base value of an LTPU award represents the maximum amount payable upon early termination or a partially vested unit award. Unless a participant dies or makes an election in accordance with the LTPU Plan, each vested Unit Award will pay out an annual benefit of either $25,000 (for an award granted prior to June 1, 2020), $10,000 (for an award granted on or after June 1, 2020 and prior to July 1, 2021), or $12,500 (for an award granted on or after July 1, 2021), in all cases subject to a potential performance adjustment, for each of five years commencing on the seventh anniversary of the grant date. Subject to the terms of the LTPU Plan, participants may elect to have their annual benefits start on a later date and/or pay out in a lower annual amount over a greater number of years. A unit award has a base value of $25,000 (for an award granted on or after June 1, 2020) or $50,000 (for an award granted prior to June 1, 2020) for the purpose of determining the payment that would be made upon early termination for a partially vested unit award. The units vest 25% on each anniversary date, with the unit becoming fully vested on the fourth anniversary of the grant date, subject to the participant’s continued service as of each anniversary date. On July 8, 2016, Mr. Distefano received five units, on April 3, 2017, Mr. Arian received eight units, and on July 12, 2017, Mr. Distefano received one additional unit, and the value shown in the table represents the maximum benefit pursuant to such units ($625,000 for Mr. Distefano; the remainder reported in this column for Mr. Distefano represents the contributions described in footnote (1) above). Mr. Arian’s award became fully vested in fiscal year 2021 and Mr. Distefano’s awards became fully vested in fiscal year 2022, and therefore no amounts were required to be reported in the Summary Compensation Table for fiscal year 2024. On July 8, 2016, July 9, 2018, July 9, 2019, July 8, 2020, July 9, 2021, July 11, 2022, and July 11, 2023, Ms. MacDonald received five, two, two, eleven, fourteen, eight, and twenty units, respectively and the value shown in the table represents the maximum benefit pursuant to such units. Ms. MacDonald’s awards are partially vested, of which $543,750 was reported in the Summary Compensation Table for fiscal year 2024. | | (3) Represents a distribution under the LTPU Plan. | | (4) In connection with Mr. Mulrooney’s termination of employment, he forfeited his LTPU award. |

  91. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The tables below reflect the amount of compensation that would become payable to each of the named executive officers (excluding Mr. Mulrooney) under existing plans and arrangements if that named executive officer’s employment had terminated on April 30, 2024 (pursuant to the executive’s employment agreement then in effect), given the named executive officer’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to salaried employees, such as distributions under the Company’s 401(k) plan and EWAP, and previously accrued and vested benefits under the Company’s LTPU Plan and nonqualified deferred compensation plan, as described in the tables above. The actual amounts that would be paid upon a named executive officer’s termination of employment can be determined only at the time of such named executive officer’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the named executive officer’s age. Further, in connection with any actual termination of employment,

  92. Potential Payments Upon Termination or Change of Control

    | | 60 | 2024 Proxy Statement |

  93. Potential Payments Upon Termination or Change of Control

    the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Committee determines appropriate. References to “performance shares” mean any outstanding Relative TSR Units. Mr. Mulrooney terminated employment prior to the end of fiscal year 2024 and did not receive any severance or other benefits upon such termination. Gary D. Burnison. Under the Burnison Employment Agreement, because Mr. Burnison remained employed through the Retention Vesting Date, subject to his execution and delivery of a general release of claims and his compliance with restrictive covenants relating to non-competition, non-solicitation, and confidentiality, (i) his deferred Retention Award, in the amount of $5,000,000, together with interest accrued during the mandatory deferral period, will be paid in equal monthly installments in cash (without further interest) over 12 months following Mr. Burnison’s termination of employment for any reason (other than termination by the Company for cause) and (ii) upon any termination of Mr. Burnison’s employment (other than by the Company for cause or due to death or disability), all unvested equity awards granted on or after March 30, 2018 (and at least 90 days prior to such termination, other than with respect to a termination by the Company without cause or a termination by Mr. Burnison for good reason (an “Involuntary Termination”) during such 90-day period, in which case, there shall be no such 90-day requirement) will continue to vest in accordance with their terms, disregarding such termination. As an exception, the post-change in control double trigger equity severance vesting rules described below would continue to apply in the event of an Involuntary Termination that occurs within 24 months after a change in control. Under the Burnison Employment Agreement, if Mr. Burnison’s employment is terminated due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the Executive Capital Accumulation Plan (“ECAP”); (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved; and (5) reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage was available under COBRA. If we terminated Mr. Burnison’s employment for cause or he voluntarily terminated his employment without good reason, then we would pay him accrued compensation through the date of termination. Under the Burnison Employment Agreement, if Mr. Burnison’s employment is terminated due to an Involuntary Termination prior to a change in control or more than 24 months after a change in control, then we would provide him with the following: (1) his accrued compensation; (2) a pro rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; and (3) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents. The Burnison Employment Agreement provides that if there was a change of control and within 24 months, Mr. Burnison’s employment is terminated due to an Involuntary Termination, then we would provide him with the following: (1) his accrued compensation; (2) a pro rata portion of his target annual cash incentive award; (3) cash payments equal to three times his current annual base salary, three times his target annual cash incentive award and the amount of his deferred Retention Award (to the extent not yet paid); (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents and for 6 months thereafter, if COBRA coverage is no longer available, reimbursement of a portion of the cost of healthcare coverage for him and his dependents; (5) vesting on the date of termination of all outstanding stock options, other equity-type incentives, other long term awards and all benefits held under the ECAP (excluding performance awards) (collectively, the “Time Vested Awards”); and (6) a number of performance awards equal to the greater of (i) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been the Company’s actual performance through the date of the change in control and at the target level for the period subsequent to the change in control and (ii) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been at the target level of performance for the entire performance period.

  94. Potential Payments Upon Termination or Change of Control

    | | 61 | 2024 Proxy Statement |

  95. Potential Payments Upon Termination or Change of Control

    Under the Burnison Employment Agreement, the severance benefits described above are conditioned on Mr. Burnison’s execution and delivery of a general release and compliance with covenants relating to confidentiality, non-solicitation, and non-competition.

  96. Potential Payments Upon Termination or Change of Control

    | Gary D. Burnison(1) | Retirement | Prior to a Change in Control or More than 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Within 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Death or Disability | | Equity/ECAP (excluding performance-based shares) | $10,631,465 | $10,631,465 | $10,631,465 | $10,631,465 | | Performance-Based Shares(2) | 13,511,414 | 13,511,414 | 13,511,414 | 13,511,414 | | Base Salary | — | — | 3,000,000 | — | | Bonus | — | 2,212,500 | 6,000,000 | 1,500,000 | | Health Benefits | — | 100,167 | 133,555 | 200,333(3) | | Retention Award | 5,485,744 | 5,485,744 | 5,485,744 | 5,485,744 | | TOTAL | $29,628,623 | $31,941,290 | $38,762,178 | $31,328,956 |

  97. Potential Payments Upon Termination or Change of Control

    | (1) Under all termination scenarios other than a termination by the Company for cause, Mr. Burnison would receive payment of his deferred Retention Award of $5,000,000, which fully vested as of March 30, 2022, plus the amount of interest accrued during the mandatory deferral period, as described above. | | (2) For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2024, it was assumed that the Company achieved target performance. | | (3) Where Mr. Burnison or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available. |

  98. Potential Payments Upon Termination or Change of Control

    Robert P. Rozek. Under the Rozek Employment Agreement, if Mr. Rozek’s employment terminates due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the ECAP; (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved; and (5) reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage was available under COBRA. If the Company terminates Mr. Rozek’s employment for cause at any time or he voluntarily terminates his employment without good reason, then the Company would pay him accrued compensation through the date of termination. If Mr. Rozek’s employment is Involuntarily Terminated prior to a change in control or more than 24 months after a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; (3) cash payments equal to one and one-half times his then current annual base salary and one and one-quarter times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents; (5) all outstanding Time Vested Awards will continue to vest in accordance with their terms (disregarding such termination); and (6) the performance awards will vest based on actual performance through the entire performance period. If Mr. Rozek’s employment is Involuntarily Terminated within 24 months following a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his target annual cash incentive award; (3) cash payments equal to two and one-half times his current annual base salary and two and one-half times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents and for 6 months thereafter, if COBRA coverage is no longer available, reimbursement of a portion of the cost of healthcare coverage for him and his dependents; (5) vesting on the date of termination of all outstanding Time Vested Awards; and (6) a number of performance awards equal to the greater of (i) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been the Company’s actual performance through the date of the change in control and at the target level for the period subsequent to the change in control and (ii) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been at the target level of performance for the entire performance period. If Mr. Rozek terminates his employment due to retirement, he will be entitled to the following: (1) his accrued compensation; (2) Time Vested Awards that have been outstanding for more than 90 days will continue to vest in accordance with their terms (disregarding such termination); and (3) performance awards that have been outstanding for more than 90 days will vest based on actual performance through the entire performance period. Mr. Rozek is required to provide 6 months’ notice prior to terminating his employment due to retirement.

  99. Potential Payments Upon Termination or Change of Control

    | | 62 | 2024 Proxy Statement |

  100. Potential Payments Upon Termination or Change of Control

    The severance benefits described above are conditioned on Mr. Rozek’s execution and delivery of a general release and compliance with covenants relating to confidentiality, non-solicitation, and non-competition.

  101. Potential Payments Upon Termination or Change of Control

    | Robert P. Rozek | Retirement | Prior to a Change in Control or More than 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Within 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Death or Disability | | Equity/ECAP (excluding performance-based shares) | $4,202,492 | $4,202,492 | $4,202,492 | $4,202,492 | | Performance-Based Shares(1) | 5,266,246 | 5,266,246 | 5,266,246 | 5,266,246 | | Base Salary | — | 937,500 | 1,562,500 | — | | Bonus | — | 2,043,750 | 2,625,000 | 750,000 | | Health Benefits | — | 70,038 | 93,384 | 140,076(2) | | TOTAL | $9,468,738 | $12,520,026 | $13,749,622 | $10,358,814 |

  102. Potential Payments Upon Termination or Change of Control

    | (1) For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2024, it was assumed that the Company achieved target performance. | | (2) Where Mr. Rozek or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available. |

  103. Potential Payments Upon Termination or Change of Control

    Mark Arian. Under the Arian Employment Agreement, if Mr. Arian’s employment terminates due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the ECAP; (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved; and (5) reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage was available under COBRA. If the Company terminates Mr. Arian’s employment for cause at any time or he voluntarily terminates his employment without good reason, then the Company would pay him accrued compensation through the date of termination. If Mr. Arian’s employment is Involuntarily Terminated prior to a change in control or more than 24 months after a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; (3) cash payments equal to one and one-half times his then current annual base salary and one and one-quarter times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents; (5) the Time Vested Awards that would have vested within 12 months of termination will become fully vested as of the date of such termination; and (6) a pro rata portion of the performance awards will vest based on actual performance during the entire performance period and the number of days he was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period). If Mr. Arian’s employment is Involuntarily Terminated within 24 months following a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his target annual cash incentive award; (3) cash payments equal to two and one-half times his current annual base salary and two and one-half times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents and for 6 months thereafter, if COBRA coverage is no longer available, reimbursement of a portion of the cost of healthcare coverage for him and his dependents; (5) vesting on the date of termination of all outstanding Time Vesting Awards; and (6) a number of performance awards equal to the greater of (i) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been the Company’s actual performance through the date of the change in control and at the target level for the period subsequent to the change in control and (ii) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been at the target level of performance for the entire performance period. In addition, pursuant to the terms of the LTPU Plan and Mr. Arian’s LTPU award, which fully vested in 2021, in the case of death or disability, payout of the award, which generally occurs in five equal annual installments commencing in the calendar year including the seventh anniversary of the grant date and over four years thereafter (unless elected otherwise), would commence on the 60th day following a termination due to death or would be payable as a single lump sum in the year in which a disability occurs. Each unit awarded under the LTPU Plan has a total value of $125,000. Mr. Arian was awarded eight units under the LTPU Plan and thus the total value of his vested award is $1,000,000.

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  105. Potential Payments Upon Termination or Change of Control

    Notwithstanding the foregoing, if the LTPUP Administrator determines that Mr. Arian’s termination is for cause or that he has engaged in Detrimental Activity, then Mr. Arian’s vested award under the LTPU Plan would be forfeited.

  106. Potential Payments Upon Termination or Change of Control

    | Mark Arian | Prior to a Change in Control or More than 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Within 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Death or Disability | | Equity/ECAP (excluding performance-based shares) | $1,544,352 | $3,051,666 | $3,051,666 | | Performance-Based Shares(1) | 3,287,682 | 3,900,046 | 3,900,046 | | Base Salary | 825,000 | 1,375,000 | — | | Bonus | 1,467,400 | 1,925,000 | 550,000 | | Health Benefits | 100,167 | 133,555 | 200,333(2) | | LTPU Award(3) | 1,000,000 | 1,000,000 | 1,000,000 | | TOTAL | $8,224,601 | $11,385,267 | $8,702,045 |

  107. Potential Payments Upon Termination or Change of Control

    | (1) For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2024, it was assumed that the Company achieved target performance. | | (2) Where Mr. Arian or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available. | | (3) Mr. Arian’s LTPU award was already fully vested as of the last day of the fiscal year. The full value of the award is payable following any termination of employment subject to the terms of the LTPU Plan and as described in more detail above. |

  108. Potential Payments Upon Termination or Change of Control

    Michael Distefano. Under the Distefano Employment Agreement, if Mr. Distefano’s employment terminates due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the ECAP; (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved; and (5) reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage was available under COBRA. If the Company terminates Mr. Distefano’s employment for cause at any time or he voluntarily terminates his employment without good reason, then the Company would pay him accrued compensation through the date of termination. If Mr. Distefano’s employment is Involuntarily Terminated prior to a change in control or more than 24 months after a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; (3) cash payments equal to one and one-half times his then current annual base salary and one and one-quarter times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents; (5) the Time Vested Awards that would have vested within 12 months of termination will become fully vested as of the date of such termination; and (6) a pro rata portion of the performance awards will vest based on actual performance during the entire performance period and the number of days he was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period). If Mr. Distefano’s employment is Involuntarily Terminated within 24 months following a change in control, then he will be entitled to the following: (1) his accrued compensation; (2) a pro rata portion of his target annual cash incentive award; (3) cash payments equal to two and one-half times his current annual base salary and two and one-half times his target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents and for 6 months thereafter, if COBRA coverage is no longer available, reimbursement of a portion of the cost of healthcare coverage for him and his dependents; (5) vesting on the date of termination of all outstanding Time Vesting Awards; and (6) a number of performance awards equal to the greater of (i) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been the Company’s actual performance through the date of the change in control and at the target level for the period subsequent to the change in control and (ii) the performance awards that would have been earned if he had served the Company for the entirety of any open performance period and the Company’s performance during such period had been at the target level of performance for the entire performance period. In addition, pursuant to the terms of the LTPU Plan and Mr. Distefano’s LTPU awards, which fully vested in fiscal year 2022, in the case of death or disability, payout of the award, which generally occurs in five equal annual installments commencing in the calendar year including the seventh anniversary of the grant date and over four years thereafter (unless elected otherwise), would commence on the 60th

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  110. Potential Payments Upon Termination or Change of Control

    day following a termination due to death or would be payable as a single lump sum in the year in which a disability occurs. Each unit awarded under the LTPU Plan has a total value of $125,000. Mr. Distefano was awarded six units under the LTPU Plan and thus the total value of his vested award is $625,000 (less any amounts previously paid). Notwithstanding the foregoing, if the LTPUP Administrator determines that Mr. Distefano’s termination is for cause or that he has engaged in Detrimental Activity, then Mr. Distefano’s vested award under the LTPU Plan would be forfeited.

  111. Potential Payments Upon Termination or Change of Control

    | Michael Distefano | Prior to a Change in Control or More than 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Within 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Death or Disability | | Equity/ECAP (excluding performance-based shares) | $802,658 | $1,719,773 | $1,719,773 | | Performance-Based Shares(1) | 1,426,855 | 1,907,215 | 1,907,215 | | Base Salary | 825,000 | 1,375,000 | — | | Bonus | 1,259,500 | 1,925,000 | 550,000 | | Health Benefits | 70,038 | 93,384 | 140,076(2) | | LTPU Award(3) | 625,000 | 625,000 | 625,000 | | TOTAL | $5,009,051 | $7,645,372 | $4,942,064 |

  112. Potential Payments Upon Termination or Change of Control

    | (1) For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2024, it was assumed that the Company achieved target performance. | | (2) Where Mr. Distefano or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available. | | (3) Mr. Distefano’s LTPU award was already fully vested as of the last day of the fiscal year. The full value of the award (less any amounts previously paid) is payable following any termination of employment subject to the terms of the LTPU Plan and as described in more detail above. |

  113. Potential Payments Upon Termination or Change of Control

    Jeanne MacDonald. Under the MacDonald Employment Agreement, if Ms. MacDonald’s employment terminates due to death or disability, then she, or her legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the ECAP; (3) a pro rata portion of her target annual cash incentive award for the fiscal year in which her employment terminated; (4) the number of performance shares that would have been earned if she had served the Company for the entire performance period and the target performance had been achieved; and (5) reimbursement of COBRA coverage premiums for her and her dependents for as long as such coverage was available under COBRA. If the Company terminates Ms. MacDonald’s employment for cause at any time or she voluntarily terminates her employment without good reason, then the Company would pay her accrued compensation through the date of termination. In addition, if such a termination occurs prior to July 19, 2027, then Ms. MacDonald would be required to repay the unvested portion of her $200,000 promotion cash bonus, which vests in four equal annual installments on each of July 19, 2024, 2025, 2026, and 2027. Therefore, if Ms. MacDonald had been terminated for cause or had voluntarily terminated without good reason as of April 30, 2024, she would have been required to repay the entire $200,000 promotion bonus to the Company. If Ms. MacDonald’s employment is Involuntarily Terminated prior to a change in control or more than 24 months after a change in control, then she will be entitled to the following: (1) her accrued compensation; (2) a pro rata portion of her annual cash incentive award, based on actual Company performance, for the year in which her employment terminated; (3) cash payments equal to one and one-half times her then current annual base salary and one and one-quarter times her target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for her and her dependents; (5) the Time Vested Awards that would have vested within 12 months of termination will become fully vested as of the date of such termination; and (6) a pro rata portion of the performance awards will vest based on actual performance during the entire performance period and the number of days she was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period). If Ms. MacDonald’s employment is Involuntarily Terminated within 24 months following a change in control, then she will be entitled to the following: (1) her accrued compensation; (2) a pro rata portion of her target annual cash incentive award; (3) cash payments equal to two and one-half times her current annual base salary and two and one-half times her target annual cash incentive award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for her and her dependents and for 6 months thereafter, if COBRA coverage is no longer available, reimbursement of a portion of the cost of healthcare coverage for her and her dependents; (5) vesting on the date of termination of all outstanding Time

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  115. Potential Payments Upon Termination or Change of Control

    Vesting Awards; and (6) a number of performance awards equal to the greater of (i) the performance awards that would have been earned if she had served the Company for the entirety of any open performance period and the Company’s performance during such period had been the Company’s actual performance through the date of the change in control and at the target level for the period subsequent to the change in control and (ii) the performance awards that would have been earned if she had served the Company for the entirety of any open performance period and the Company’s performance during such period had been at the target level of performance for the entire performance period. In addition, pursuant to the terms of the LTPU Plan and Ms. MacDonald’s LTPU awards, her unvested LTPU awards would become vested upon the occurrence of her death or disability or the event of a change in control and, in the case of death or disability, payout of the award, which generally occurs in five equal annual installments commencing in the calendar year including the seventh anniversary of the grant date and over four years thereafter (unless elected otherwise), would commence on the 60th day following a termination due to death or would be payable as a single lump sum in the year in which a disability occurs. Each unit awarded under the LTPU Plan has a total value and a base value, which is relevant for purposes of determining the value of payout of a partially-vested LTPU award. Awards granted (1) on or after June 1, 2020 and prior to July 1, 2021 have a total value of $50,000 and a base value of $25,000, (2) on or after July 1, 2021 have a total value of $62,500 and a base value of $25,000, and (3) prior to June 1, 2020 have a total value of $125,000 and a base value of $50,000. Ms. MacDonald was awarded 62 units under the LTPU Plan and thus, as of April 30, 2024, the total value of her awards if fully vested was $4,300,000 ($1,125,000 of which was already fully vested per their terms) and the total base value of her unvested awards was $1,325,000. If Ms. MacDonald terminates employment prior to her death or disability and not for cause, in addition to the value of her fully vested awards ($1,125,000, which would be paid out as described above), she is entitled to a lump sum payment of a portion of the base value of her unvested awards based on the years of service completed since the applicable grant date to the extent that the termination occurs at least 13 months following the grant date. Ms. MacDonald’s unvested LTPU awards were made on July 8, 2020, July 9, 2021, July 11, 2022, and July 11, 2023 and thus, with respect to such unvested awards, such a termination occurring on April 30, 2024 would entitle her to $431,250. Notwithstanding the foregoing, if the LTPUP Administrator determines that Ms. MacDonald’s termination is for cause or that she has engaged in Detrimental Activity, then Ms. MacDonald’s vested awards under the LTPU Plan would be forfeited.

  116. Potential Payments Upon Termination or Change of Control

    | Jeanne MacDonald | Prior to a Change in Control or More than 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Within 24 Months after a Change in Control and Termination Without Cause or With Good Reason | Change of Control | Death or Disability | | Equity/ECAP (excluding performance-based shares) | $111,725 | $395,591 | $— | $395,591 | | Performance-Based Shares(1) | 205,234 | 205,234 | — | 205,234 | | Base Salary | 825,000 | 1,375,000 | — | — | | Bonus | 1,298,550 | 1,925,000 | — | 550,000 | | Health Benefits | 100,167 | 133,555 | — | 200,333(2) | | LTPU Award(3) | 1,556,250 | — | 4,300,000 | 4,300,000 | | TOTAL | $4,096,926 | $4,034,380 | $4,300,000 | $5,651,158 |

  117. Potential Payments Upon Termination or Change of Control

    | (1) For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2024, it was assumed that the Company achieved target performance. | | (2) Where Ms. MacDonald or her dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available. | | (3) Certain of Ms. MacDonald’s LTPU awards were unvested as of the last day of the fiscal year. The unvested LTPU awards would fully vest on a change of control or a termination due to death or disability and would pay out subject to the terms of the LTPU Plan and as described in more detail above. In the event of Ms. MacDonald’s termination that is not for cause and not due to death or disability, the base value of the unvested awards would become payable based on years of service since the applicable grant date subject to the terms of the LTPU Plan and as described in more detail above. The full value of Ms. MacDonald’s vested awards as of April 30, 2024 is payable following any termination of employment subject to the terms of the LTPU Plan and as described in more detail above. |

  118. Potential Payments Upon Termination or Change of Control

    For purposes of the foregoing employment agreements, “cause,” “change in control,” “and “good reason,” generally mean the following:

  119. Potential Payments Upon Termination or Change of Control

    | • | “Cause” means: | | | | – | conviction of any felony or other crime involving fraud, dishonesty or acts of moral turpitude, or pleading guilty or nolo contendere to such charges; or | | | – | reckless or intentional behavior or conduct that causes or is reasonably likely to cause the Company material harm or injury or exposes or is reasonably likely to expose the Company to any material civil, criminal, or administrative liability; or | | | – | any material misrepresentation or false statement made by the executive in any application for employment, employment history, resume, or other document submitted to the Company, either before, during, or after employment; or | | | – | for Messrs. Arian and Distefano and Ms. MacDonald, material violation of the Company’s material written policies or procedures. |

  120. Potential Payments Upon Termination or Change of Control

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  121. Potential Payments Upon Termination or Change of Control

    | • | “Change in Control” means: | | | | – | an acquisition by any person of beneficial ownership or a pecuniary interest in more than 50% of the common stock of the Company or voting securities entitled to then vote generally in the election of directors (“Voting Stock”) of the Company, after giving effect to any new issue in the case of an acquisition from the Company; | | | – | the consummation of a merger, consolidation, or reorganization of the Company or of a sale or other disposition of all or substantially all of the Company’s consolidated assets as an entirety (collectively, a “Business Combination”), other than a Business Combination (a) in which all or substantially all of the holders of Voting Stock of the Company hold or receive directly or indirectly 50% or more of the Voting Stock of the entity resulting from the Business Combination (or a parent company), and (b) after which no person (other than certain excluded persons) owns more than 50% of the Voting Stock of the resulting entity (or a parent company) who did not own directly or indirectly at least that percentage of the Voting Stock of the Company immediately before the Business Combination, and (c) after which one or more excluded persons own an aggregate amount of Voting Stock of the resulting entity at least equal to the aggregate number of shares of Voting Stock owned by any persons who (i) own more than 5% of the Voting Stock of the resulting entity, (ii) are not excluded persons, (iii) did not own directly or indirectly at least the same percentage of the Voting Stock of the Company immediately before the Business Combination, and (iv) in the aggregate own more than 50% of the Voting Stock of the resulting entity; | | | – | consummation of the dissolution or complete liquidation of the Company; or |

  122. Potential Payments Upon Termination or Change of Control

    | • | during any period of two consecutive years, individuals who at the beginning of such period constituted the Board and any new directors whose appointment, election, or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved (all such directors, “Incumbent Directors”), cease for any reason to constitute a majority of the Board. Notwithstanding the above provisions, no “Change in Control” shall be deemed to have occurred if a Business Combination, as described above, is effected and a majority of the Incumbent Directors, through the adoption of a Board resolution, determine that, in substance, no Change in Control has occurred. |

  123. Potential Payments Upon Termination or Change of Control

    | • | “Good Reason” for purposes of Mr. Burnison means, if without Mr. Burnison’s prior written consent: | | | | – | the Company materially reduces Mr. Burnison’s duties or responsibilities as Chief Executive Officer or assigns him duties which are materially inconsistent with his duties or which materially impair his ability to function as Chief Executive Officer; | | | – | the Company reduces Mr. Burnison’s base salary or target annual incentive award under the Company’s annual cash incentive bonus plan (in each case, other than as part of an across-the-board reduction applicable to all executive officers of the Company); | | | – | the Company fails to perform or breaches its obligations under any other material provision of the Burnison Employment Agreement and fails to cure such failure or breach within the period required by the Burnison Employment Agreement; | | | – | Mr. Burnison’s primary location of business is moved by more than 50 miles, subject to certain exceptions set forth in the Burnison Employment Agreement; | | | – | the Company reduces Mr. Burnison’s title of Chief Executive Officer or removes him; or | | | – | the Company fails to obtain the assumption in writing of its obligation to perform the Burnison Employment Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale, or similar transaction. | | • | “Good Reason” for purposes of Mr. Rozek means, if without Mr. Rozek’s prior written consent: | | | | – | the Company materially reduces Mr. Rozek’s title, duties, or responsibilities as Chief Financial Officer and Chief Corporate Officer, or removes him; | | | – | the Company reduces Mr. Rozek’s then current base salary or target award opportunity under the Company’s annual cash incentive compensation program (in each case, other than as part of an across-the-board reduction applicable to all “named executive officers” of the Company (as defined under Item 402 of Regulation S-K and to the extent employed by the Company at that time)); or | | | – | Mr. Rozek’s primary location of business is moved by more than 50 miles (other than in connection with a move of the Company’s corporate headquarters). | | • | “Good Reason” for purposes of Messrs. Arian and Distefano and Ms. MacDonald means, if without Mr. Arian’s, Mr. Distefano’s, or Ms. MacDonald’s prior written consent and subject to the Company’s cure right: | | | | – | The Company materially reduces the executive’s duties or responsibilities; or | | | – | The Company materially reduces the executive’s then current base salary or target annual incentive award (other than as part of an across-the-board reduction applicable to all “named executive officers” of the Company); or | | | – | the Company materially breaches a material term of the executive’s employment agreement. |

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  125. Pay Ratio Disclosure

    Pay Ratio Disclosure The 2024 annual total compensation of the median compensated of all our employees, other than our CEO Gary Burnison, was $96,606; Mr. Burnison’s 2024 annual total compensation was $12,097,658, and the ratio of these amounts was 1-to-125. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. For these purposes, we identified a median compensated employee using base salary paid in fiscal year 2024, annualized to the extent permitted by SEC rules for those employees that were employed for less than the full fiscal year or on an unpaid leave. As permitted by SEC rules, to identify the global median employee, we used a valid statistical sampling methodology applied to all of our employees who were employed as of April 30, 2024, which was approximately 10,880 employees, after excluding approximately 305 employees by applying the de minimis exemption that allows the exclusion of no more than 5% of our total non-U.S. employee population. The table below discloses the countries and excluded employees under the de minimis exemption.

  126. Pay Ratio Disclosure

    | Country | Approximate Number of Excluded Employees | | Azerbaijan | 1 | | Lithuania | 3 | | Vietnam | 4 | | Ecuador | 7 | | Bulgaria | 11 | | Thailand | 37 | | Turkey | 57 | | Mexico | 185 |

  127. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  128. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income (in thousands)(5) (h) | Adjusted Fee Revenue (in millions)(6) (i) | | 2024 | $12,097,658 | $21,040,675 | $3,575,515 | $4,015,867 | $221 | $160 | $172,561 | $2,763 | | 2023 | 11,517,445 | 4,752,895 | 3,283,352 | 1,500,999 | 172 | 144 | 213,054 | 2,876 | | 2022 | 9,547,534 | 6,792,260 | 3,677,007 | 2,726,928 | 217 | 174 | 330,845 | 2,596 | | 2021 | 11,347,527 | 30,500,006 | 5,492,093 | 11,884,612 | 238 | 164 | 115,562 | 1,810 |

  129. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts reported for Gary Burnison (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column in our Summary Compensation Table. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Burnison) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for fiscal year 2024, Messrs. Rozek, Arian, Distefano, and Mulrooney and Ms. MacDonald; (ii) for fiscal year 2023, Messrs. Rozek, Mulrooney, Arian, and Distefano; and (iii) for fiscal years 2022 and 2021, Messrs. Rozek, Mulrooney, and Arian. |

  130. Pay Versus Performance

    | | 68 | 2024 Proxy Statement |

  131. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Burnison, and the dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our other NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Burnison or the other NEOs on average, as applicable. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as required by applicable SEC rules and as shown below with respect to fiscal year 2024. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity values included in “compensation actually paid” do not correspond to the actual values that may be recognized by the named executive officers. |

  132. Pay Versus Performance

    | | 2024 | | | Compensation Actually Paid | PEO | Other NEOs* | | Summary Compensation Table Total | $12,097,658 | $3,575,515 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (8,792,685) | (2,212,295) | | Less, Change in Pension Value reported in Summary Compensation Table | — | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 12,085,231 | 2,337,447 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 5,322,641 | 812,575 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 202,978 | 48,850 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | (575,555) | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | 124,852 | 29,330 | | Plus, pension service cost for services rendered during the year | — | — | | Compensation Actually Paid | $21,040,675 | $4,015,867 |

  133. Pay Versus Performance

    | * Amounts presented are averages for the entire group of Other NEOs. |

  134. Pay Versus Performance

    | (3) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is April 30, 2020. | | (4) The peer group used for this purpose is the following Company-established peer group, as used in the Form 10-K for purposes of Item 201(e)(1)(ii) of Regulation S-K: ASGN Inc. (ASGN), Cushman & Wakefield Plc. (CWK), FTI Consulting Inc. (FCN), Heidrick & Struggles International Inc. (HSII), Huron Consulting Group Inc. (HURN), ICF International Inc. (ICFI), Insperity Inc. (NSP), Jones Lang Lasalle Inc. (JLL), ManpowerGroup Inc. (MAN), PageGroup Plc. (MPGPF), and Robert Half International Inc. (RHI). | | (5) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. | | (6) Adjusted Fee Revenue is defined as Fee Revenue of the Company, as reported in the Form 10-K for the applicable fiscal year, adjusted as necessary to eliminate the effect of currency fluctuations, including by translating the applicable fiscal year’s actual results at a currency rate comparable to the rate used in the Company’s AOP for such fiscal year. |

  135. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  136. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | | 69 | 2024 Proxy Statement |

  137. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

  138. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  139. Compensation Actually Paid and Adjusted Fee Revenue

    Compensation Actually Paid and Adjusted Fee Revenue

  140. Fiscal Year 2024 Compensation of Directors

    Fiscal Year 2024 Compensation of Directors The compensation of directors, including all restricted stock unit awards, for fiscal year 2024 is set forth in the table below.

  141. Fiscal Year 2024 Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Doyle N. Beneby | —(3) | 292,679 | 35,521 | 328,200 | | Laura M. Bishop | 105,000(4) | 185,125 | 3,961 | 294,086 | | Matthew J. Espe | 105,000(5) | 185,125 | 3,268 | 293,393 | | Charles L. Harrington | —(6) | 290,299 | 11,071 | 301,370 | | Jerry P. Leamon | 250,000(7) | 185,125 | 3,961 | 439,086 | | Angel R. Martinez | 105,000(8) | 185,125 | 3,961 | 294,086 | | Debra J. Perry | —(9) | 305,052 | 6,077 | 311,129 | | Lori J. Robinson | 95,000(10) | 185,125 | 3,961 | 284,086 |

  142. Fiscal Year 2024 Compensation of Directors

    | (1) Represents the aggregate grant date fair value of awards granted during the fiscal year, calculated in accordance with Accounting Standards Codification, 718, Compensation-Stock Compensation. The assumptions used to calculate the valuation of the awards are set forth in Note 4 to the notes to consolidated financial statements in our Form 10-K. As of April 30, 2024, the aggregate restricted stock units held by each director was 3,890 restricted stock units representing their annual equity grant. Messrs. Beneby and Harrington and Ms. Perry held an additional 2,260, 2,210, and 2,520 restricted stock units, respectively, granted in respect of the annual director and committee fees they elected to receive in the form of restricted stock units. Messrs. Beneby and Harrington held an additional 29,760 and 5,830 fully vested deferred stock units, respectively. | | (2) Represents dividends on unvested restricted stock units. | | (3) Mr. Beneby elected to receive his annual director fee of $95,000 and his fee of $12,500 for service as Nominating Committee Chair during fiscal 2024 in restricted stock units instead of cash, and was issued 2,260 restricted stock units in lieu of such fees with a grant date fair value of $107,554. | | (4) Ms. Bishop received a director fee of $95,000 and an annual fee of $10,000 for service as an Audit Committee Member during fiscal 2024. |

  143. Fiscal Year 2024 Compensation of Directors

    | | 71 | 2024 Proxy Statement |

  144. Fiscal Year 2024 Compensation of Directors

    | (5) Mr. Espe received a director fee of $95,000 and an annual fee of $10,000 for service as an Audit Committee Member during fiscal 2024. | | (6) Mr. Harrington elected to receive his annual director fee of $95,000 and his fee of $10,000 for service as an Audit Committee Member during fiscal 2024 in restricted stock units instead of cash, and was issued 2,210 restricted stock units in lieu of such fees with a grant date fair value of $105,174. | | (7) Mr. Leamon received an annual fee of $130,000 as chair of the Board, a director fee of $95,000, and an annual fee of $25,000 for service as Compensation Committee Chair during fiscal 2024. | | (8) Mr. Martinez received a director fee of $95,000 and an annual fee of $10,000 for service as an Audit Committee Member during fiscal 2024. | | (9) Ms. Perry elected to receive her annual director fee of $95,000 and her fee of $25,000 for service as Audit Committee Chair during fiscal 2024 in restricted stock units instead of cash, and was issued 2,520 restricted stock units in lieu of the annual cash director fee with a grant date fair value of $119,927. | | (10) Ms. Robinson received a director fee of $95,000 during fiscal 2024. |

  145. Fiscal Year 2024 Compensation of Directors

    Directors who are also employees or officers do not receive any additional compensation for their service on the Board. The Committee, in consultation with Pearl Meyer, its independent compensation consultant, periodically reviews non-employee director compensation and recommends changes based on competitive market data. No changes were made to the director fees for fiscal 2024 as compared to fiscal 2023. The non-employee director compensation program provides for an annual equity award of restricted stock units with a value of approximately $185,000 to be awarded on the date of each annual meeting of stockholders. The number of units subject to such award is determined by dividing $185,000 by the closing price of the Company’s common stock on the date of such annual meeting of stockholders (rounded to the nearest ten units). Non-employee directors are permitted to defer settlement of their restricted stock units; during fiscal year 2024, all directors other than Ms. Bishop and Ms. Robinson elected to defer their restricted stock units. The restricted stock unit awards vest on the day before the following annual meeting of stockholders and, beginning with awards granted in calendar year 2023 and thereafter, the date of a director’s earlier death. Additionally, non-employee directors receive each year, $95,000 either in cash or in restricted stock units, at their election, on the date of each annual meeting of stockholders. During fiscal year 2024, Messrs. Beneby and Harrington and Ms. Perry elected to receive their director fees, including fees for service on any committees as described below, in restricted stock units and to defer settlement of such restricted stock units. The non-employee director compensation program is intended to compensate the non-employee directors for their services through the next annual meeting of stockholders. In addition, each member of the Audit Committee other than the Audit Committee Chair receives $10,000 in cash or restricted stock units annually, the Audit Committee Chair receives $25,000 in cash or restricted stock units annually, the Compensation and Personnel Committee Chair receives $25,000 in cash or restricted stock units annually, and the Nominating Committee Chair receives $12,500 in cash or restricted stock units annually. The Chair of the Board receives $130,000 in cash or restricted stock units annually. All directors are reimbursed for their out-of-pocket expenses incurred in connection with their duties as directors. The Company’s stock ownership policy for directors requires each non-employee director to own three times their annual cash retainer in Company stock.

  146. Fiscal Year 2024 Compensation of Directors

    | | 72 | 2024 Proxy Statement |

  147. Fiscal Year 2024 Compensation of Directors

    | 03 Stock Incentive Plan | | | Proposal No. 3 Approval of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan | 74 | | Executive Summary | 74 | | Reasons for the Proposal | 74 | | Key Data | 75 | | Promotion of Good Corporate Governance Practices | 75 | | Plan Summary | 75 | | U.S. Federal Income Tax Consequences | 80 | | Plan Benefits; Market Value of Securities | 81 | | Registration with the SEC | 82 | | Required Vote | 82 | | Recommendation of the Board | 82 | | Equity Compensation Plan Information | 83 |

  148. Fiscal Year 2024 Compensation of Directors

    | | 73 | 2024 Proxy Statement |

  149. Related Person Transaction Approval Policy

    | • | (i) the employment of executive officers; | | • | (ii) director compensation; | | • | (iii) subject to compliance with the Company’s Investment Guidelines Policy, certain investments managed by a greater than 5% beneficial owner of the Company’s common stock; | | • | (iv) subject to a $5,000,000 per fiscal year cap, certain ordinary course, arms-length transactions with persons who are a related person solely on account of being a greater than 5% beneficial owner of the Company’s common stock; | | • | (v) any transaction with a related person where the aggregate amounts involved (including any periodic payments or installments due on or after the beginning of the Company’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon) do not exceed $100,000, provided, that such transaction is entered into in the ordinary course of the Company’s business, on an arm’s length basis; and | | • | (vi) any transaction with a related person (whether or not covered by any of the pre-approved transactions set forth above) in which the amount involved or the amount of the related person’s interest does not exceed $60,000. |