Korn Ferry DEF 14A: Executive Pay Details Revealed

Ticker: KFY · Form: DEF 14A · Filed: Aug 9, 2024 · CIK: 56679

Sentiment: neutral

Topics: executive-compensation, DEF14A, governance

Related Tickers: KFY

TL;DR

Korn Ferry dropped its DEF 14A, showing exec pay for FY24. Burnison's comp details are in there.

AI Summary

Korn Ferry (KFY) filed its DEF 14A on August 9, 2024, detailing executive compensation for the fiscal year ending April 30, 2024. The filing includes compensation details for key executives such as Gary Burnison, with specific figures for stock awards, option awards, and changes in pension value reported for the fiscal years 2021 through 2024.

Why It Matters

This filing provides transparency into how Korn Ferry compensates its top executives, which can influence investor perception and corporate governance discussions.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing disclosing executive compensation and is not indicative of immediate financial risk.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing for Korn Ferry?

The primary purpose is to disclose detailed information about the compensation of Korn Ferry's named executive officers and directors for the fiscal year ending April 30, 2024.

Who is identified as a key executive in relation to compensation tables?

Gary Burnison is identified as a key executive, with compensation data presented for him and other 'PeoMember' and 'NonPeoNeo' categories.

What fiscal years are covered by the compensation data presented?

The filing presents compensation data for the fiscal years ending April 30, 2021, 2022, 2023, and 2024.

What specific types of compensation are mentioned in the filing's summary compensation table data?

The filing mentions 'LessValueOfStockAwardsAndOptionAwardsReportedInSummaryCompensationTableMember' and 'LessChangeInPensionValueReportedInSummaryCompensationTableMember'.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on August 9, 2024.

Filing Stats: 4,244 words · 17 min read · ~14 pages · Grade level 16.6 · Accepted 2024-08-09 16:31:32

Key Financial Figures

Filing Documents

Executive Compensation Philosophy and Oversight

Executive Compensation Philosophy and Oversight 41 Our Process: From Strategy to Compensation-Related Metrics 42 Elements of Compensation & Compensation Decisions and Actions 45 Other Compensation Elements 50 Other Policies 52 Compensation and Personnel Committee Report on Executive Compensation 53 Compensation Committee Interlocks and Insider Participation 53 Compensation of Executive Officers and Directors 54 Fiscal Year 2024, 2023, and 2022 Summary Compensation Table 54 Fiscal Year 2024 Grants of Plan-Based Awards 55 Employment Agreements 55 Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End 57 Stock Vested in Fiscal Year 2024 58 Fiscal Year 2024 Pension Benefits 59 Fiscal Year 2024 Nonqualified Deferred Compensation 60 Potential Payments Upon Termination or Change of Control 60 Pay Ratio Disclosure 68 Pay Versus Performance 68 Fiscal Year 2024 Compensation of Directors 71 03 Stock Incentive Plan Proposal No. 3 Approval of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan Page 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 Equity Compensation Plan Information 83 Back to Contents 04 Audit Matters Proposal No. 4 Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm Page 86 Audit Committee Matters 87 Fees Paid to Ernst & Young 87 Recommendation to Appoint Ernst & Young as Independent Registered Public Accounting Firm 87 Audit Committee Pre-Approval Policies and Procedures 88 Governance Insights: Overseeing Response to Changing Business Environment 88 Report of the Audit Committee 89 05 General Information

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 92 Questions and Answers About the Proxy Materials and the Annual Meeting 93 Other Matters 97 Certain Relationships and Related Transactions 97 Related Person Transaction Approval Policy 97 Annual Report to Stockholders 98 Communications with Directors 98 Submission of Stockholder Proposals for Consideration at the 2025 Annual Meeting 98 Stockholders Sharing an Address 99 Appendix A – Non-GAAP Financial Measures A-1 Appendix B – Korn Ferry Amended and Restated 2022 Stock Incentive Plan B-1 Frequently Accessed Information Selecting Performance Goals for Incentive Plans 40 Beneficial Ownership 92 Commitment to Good Governance Practices 31 Director Biographies 17 Director Independence 24 Overseeing ESG Reporting & Developments 13 Employment Contract or Letter Agreements 51 Governance Documents 96 Overseeing Response to Changing Business Environment 88 How to Vote 94 Related Party Transactions and Policies 97 Risk Oversight 25 Stock Ownership Policy 52 Use of Peer Group 43 Virtual Meeting Information 93 Back to Contents Dear Fellow Stockholders, On behalf of the Board of Directors (the "Board"), senior management and more than 9,000 employees of Korn Ferry (the "Company," "firm," "we," "its," and "our"), it is my pleasure to invite you to our 2024 Annual Meeting of Stockholders on September 25, 2024, at 8:00 a.m. Pacific Time (the "Annual Meeting"). During fiscal year 2024, we delivered strong performance in a dynamic and challenging operating environment with increased geopolitical tension and conflict, high interest rates, high levels of inflation, and a difficult macroeconomic environment. We want to thank our colleagues for their efforts in helping to make fiscal year 2024 a successful one. We also want to thank you for your investment in our firm. Your vote is important. Whether or not you attend the Annual Meeting v

Forward-Looking Statements & Website References

Forward-Looking Statements & Website References This Proxy Statement contains "forward-looking Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking including regarding the Company's goals or expectations with respect to future financial results, corporate responsibility, including the Company's ESG Program, sustainability, employees, compensation philosophy, the expected benefits of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities, as well as statements from third parties about our ESG performance and risk profile. These statements are based on current expectations and are subject to numerous risks and uncertainties, many of which are outside of the control of Korn Ferry. Forward-looking statements are not guarantees or promises that goals or targets will be met. The Company undertakes no obliga

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