KORN FERRY - DEF 14A

DEF 14A 1 lkfy_2021def14a.htm KORN FERRY - DEF 14A KORN FERRY - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

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Korn Ferry

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Table of Contents

01 *Governance*		11

Proposal No. 1 Election of Directors		12

The Board of Directors		13
Governance Insights: ESG Matters		13
Director Qualifications		15
Annual Board and Committee Evaluations		15
Snapshot of Director Nominees		16
Background Information Regarding Director Nominees		17

Corporate Governance		23
Board Leadership Structure		23
Director Independence		24
Board’s Oversight of Enterprise Risk and Risk Management		25
Board Committees		26
Board Refreshment		29
Culture of Integrity and Code of Business Conduct and Ethics		29
Commitment to Good Governance Practices		30

02 *Compensation*		31

Proposal No. 2 Advisory Resolution to Approve Executive Compensation		33

Compensation Discussion and Analysis		34
Delivering Through a Year Like No Other: The Impact of the COVID-19 Pandemic		36
Our Named Executive Officers		38
Executive Compensation Philosophy and Oversight		39
Our Process: From Strategy to Compensation-Related Metrics		40
Governance Insights: Compensation & Impact of COVID-19		43
Elements of Compensation & Compensation Decisions and Actions		45
Other Compensation Elements		49
Other Policies		50
Compensation and Personnel Committee Report on Executive Compensation		52
Compensation Committee Interlocks and Insider Participation		52

Compensation of Executive Officers and Directors		53
Fiscal Year 2021, 2020, and 2019 Summary Compensation Table		53
Fiscal Year 2021 Grants of Plan-Based Awards		54
Employment Agreements		54
Fiscal Year 2021 Outstanding Equity Awards at Fiscal Year-End		56
Stock Vested in Fiscal Year 2021		57
Fiscal Year 2021 Pension Benefits		57
Fiscal Year 2021 Nonqualified Deferred Compensation		58
Potential Payments Upon Termination or Change of Control		58
Pay Ratio Disclosure		64
Fiscal Year 2021 Compensation of Directors		65
Equity Compensation Plan Information		66

03 *Audit Matters*		67

Proposal No. 3 Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm		68

Audit Committee Matters		69
Fees Paid to Ernst & Young LLP		69
Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm		69
Audit Committee Pre-Approval Policies and Procedures		69
Governance Insights: Managing COVID-19 Risks		70
Report of the Audit Committee		71

04 *General Information*		73

Security Ownership of Certain Beneficial Owners and Management		74

Questions and Answers About the Proxy Materials and the Annual Meeting		75

Other Matters		78
Certain Relationships and Related Transactions		78
Related Person Transaction Approval Policy		78
Annual Report to Stockholders		79
Communications with Directors		79
Submission of Stockholder Proposals for Consideration at the 2022 Annual Meeting		79
Stockholders Sharing an Address		80

Appendix A — Non-GAAP Financial Measures		A-1

*Index of Frequently Accessed Information*
Beneficial Ownership	74
Compensation & Impact of COVID-19	43
Director Biographies	17
Director Independence	24
Employment Contract or Letter Agreements	49
ESG Matters	13
Governance Documents	77
How to Vote	76
Managing COVID-19 Risks	70
Related Party Transactions and Policies	78
Commitment to Good Governance Practices	30
Risk Oversight	25
Stock Ownership Policy	50
Use of Peer Group	41
Virtual Meeting Information	75

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Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”) of Korn Ferry (the “Company,” “we,” “its,” and “our”) and all of our Korn Ferry colleagues, I want to thank you for being a Korn Ferry stockholder and for your continued support of the Company. In May 2020, as the Company entered its fiscal year 2021, the world faced considerable uncertainty with the broad challenges of the coronavirus pandemic (“COVID-19”) and its attendant social and economic instability across the globe. Our Board and management team worked tirelessly to navigate the Company through the pandemic and remained fiercely committed to devising ways to preserve and deliver value to our stockholders, while simultaneously pursuing Korn Ferry’s long-term strategy.

Thanks to the agility and resilience of Korn Ferry’s employees and their effective execution of our strategy, Korn Ferry emerged through the crisis with a record breaking fourth quarter. As our 2021 Annual Meeting of Stockholders approaches, we are pleased to share our reflections on how we worked to deliver strong results for Korn Ferry’s stockholders during such an unprecedented year.

As the pandemic has persisted, we have remained focused and dedicated to pursuing Korn Ferry’s objective to expand its position as the preeminent organizational consulting firm. With the support of our workforce during fiscal year 2021, we continued to diversify our offerings, develop deeper relationships with our clients, and capitalize on our leadership in various solutions. The relevance of our wide array of offerings have helped our clients address their opportunities and achieve their goals. In turn, it has helped us accelerate out of the turn and deliver strong financial results.

From a tough first quarter in fiscal year 2021, Korn Ferry achieved all-time highs for quarterly fee revenues and profitability by the fourth quarter. We are proud of our people and their leaders, who so productively managed to continue to serve our clients despite shifting work locations, technological and personal demands, and related lockdowns and limitations. Their achievements are all the more significant due to the speed with which these disruptions arose and the demand for a rapid response. With their help, we were able to quickly and effectively adapt to delivering our services in a virtual world.

On behalf of the Board, I am pleased to invite you to attend our 2021 Annual Meeting of Stockholders on Wednesday, September 29, 2021 at 8:00 a.m. Pacific Time. In light of the continued public health impact of COVID-19, the meeting will be conducted online this year through a live audiocast, which is often referred to as a “virtual meeting” of stockholders. Our digital format allows stockholders to participate safely, conveniently, and effectively. We intend to hold our virtual meeting in a manner that affords stockholders the same general rights and opportunities to participate, to the extent possible, as they would have at an in-person meeting. We look forward to your participation at the 2021 Annual Meeting of Stockholders.

Sincerely,

Christina A. Gold,

Chair of the Board

August 13, 2021

Korn Ferry
1900 Avenue of the Stars, Suite 2600
Los Angeles, CA 90067
(310) 552-1834

| 2021 Proxy Statement

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Notice of

2021 Annual Meeting

Meeting Information

Date: September 29, 2021

Time: 8:00 a.m. Pacific Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/KFY2021

Record Date: August 2, 2021

Meeting Agenda

To the Stockholders:

In light of the public health and travel safety concerns relating to the coronavirus pandemic (“COVID-19”), on September 29, 2021, Korn Ferry (the “Company,” “we,” “its,” and “our”) will hold its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) online this year at www.virtualshareholdermeeting.com/KFY2021. The Annual Meeting will begin at 8:00 a.m. Pacific Time.

The purposes of the Annual Meeting are to:

1.	Elect the nine directors nominated by our Board of Directors (the “Board”) and named in the Proxy Statement accompanying this notice to serve on the Board until the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal;
2.	Vote on a non-binding advisory resolution to approve the Company’s executive compensation;
3.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year; and
4.	Transact any other business that may be properly presented at the Annual Meeting.

Only stockholders who owned our common stock as of the close of business on August 2, 2021 (the “Record Date”) can vote online at the Annual Meeting or any adjournments or postponements thereof. To attend the Annual Meeting online, vote or submit questions during the Annual Meeting, or view the stockholder list, stockholders of record will need to go to www.virtualshareholdermeeting.com/KFY2021 and log in using their 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice’). Beneficial owners should review these proxy materials and their voting instruction form or the Notice for how to vote in advance of, and how to participate in, the Annual Meeting.

RECOMMENDATION
OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THE PROXY STATEMENT AND “FOR” EACH OF THE OTHER PROPOSALS.

In the event of a technical malfunction or situation that the chair of the Annual Meeting determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair of the Annual Meeting will convene the meeting at 9:00 a.m. Pacific Time on the date specified above and at the Company’s address at 1900 Avenue of the Stars, Suite 2600, Los Angeles, CA 90067, solely for the purpose of adjourning the Annual Meeting to reconvene at a date, time, and physical or virtual location announced by the chair of the Annual Meeting. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.kornferry.com.

Please read the proxy materials carefully before voting.

Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. See pages 75 – 77 in the accompanying Proxy Statement for a description of the ways by which you may cast your vote on the matters being considered at the Annual Meeting.

August 13, 2021
Los Angeles, California
By Order of the Board of Directors,

Jonathan Kuai

General Counsel, Managing Director of Business Affairs and

ESG, and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 29, 2021:

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

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

Annual Meeting of Stockholders (page 75)

Date and Time: September 29, 2021 at 8:00 a.m. Pacific Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/KFY2021

Admission: To participate in the Annual Meeting online, including to vote during the Annual Meeting, stockholders will need the 16-digit control number included on their proxy card, the Notice or voting instruction form, or contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Eligibility to Vote: You can vote if you were a holder of Korn Ferry’s common stock at the close of business on August 2, 2021.

Voting Matters (page 75)

1	Election of Directors Reference (for more detail) page 12	Board Vote Recommendation FOR each Director Nominee

2	Advisory Resolution to Approve Executive Compensation Reference (for more detail) page 33	Board Vote Recommendation FOR

3	Ratification of Independent Registered Public Accounting Firm Reference (for more detail) page 68	Board Vote Recommendation FOR

How to Cast Your Vote (pages 75 - 77)

On or about August 13, 2021, we will mail the Notice to stockholders of our common stock as of August 2, 2021, other than those stockholders who previously requested electronic or paper delivery of communications from us. Stockholders can vote by any of the following methods:

	Via telephone by calling 1-800-690-6903;

	Via Internet: Before the Annual Meeting by visiting *www.proxyvote.com; During the Annual Meeting* by visiting *www.virtualshareholdermeeting.com/KFY2021*; or

	Via mail (if you received your proxy materials by mail) by signing, dating, and mailing the enclosed proxy card.


•	If you vote via telephone, you must vote no later than 11:59 p.m. Eastern Time on September 28, 2021. If you return a proxy card by mail, it must be received before the polls close at the Annual Meeting.

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Highlights for Fiscal Year 2021

Business Performance

I	Generated all-time high quarters of Net Income Attributable to Korn Ferry of $51.3 million and $66.2 million with Operating Margins of 13.7% and 15.5%, and Adjusted Net Income Attributable to Korn Ferry* of $51.9 million and $66.2 million, in the third and fourth quarters of fiscal year 2021, respectively. This compares to $20.0 million and $(0.8) million of Net Income (Loss) Attributable to Korn Ferry with Operating Margins of 6.1% and 5.0%, and $41.0 million and $32.7 million of Adjusted Net Income Attributable to Korn Ferry* in the third and fourth quarters in the fiscal year 2020, respectively.

I	Achieved all-time high quarters of Adjusted EBITDA* of $96.7 million and $112.8 million, and a 20.3% Adjusted EBITDA margin*, in the third and fourth quarters of fiscal year 2021.

I	Achieved all-time high in both Diluted Earnings Per Share of $0.94 and $1.21, and Adjusted Diluted Earnings Per Share* of $0.95 and $1.21, in the third and fourth quarters of fiscal year 2021, respectively.

Adjusted Net Income Attributable to Korn Ferry, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures. For a discussion of these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.

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	*COVID-19 Response*
	I Unprecedented Challenges Like all other companies throughout the world, we experienced significant disruption as a result of the COVID-19 pandemic. All of our reportable segments globally were impacted as fee revenue and net income decreased significantly in the fourth quarter of fiscal 2020: by 14.5% and 104%, respectively, compared to the third quarter of fiscal 2020—from $515.3 million (a previous record level) to $440.5 million in fee revenue and from $20 million to ($0.8) million in net income (loss) attributable to Korn Ferry. The $60 million of operating income for the first quarter of fiscal 2020 had reversed to an operating loss of $43.8 million in the first quarter of fiscal 2021. At the beginning of our fiscal year, in May 2020, it was still uncertain if and when recovery would come—a vaccine had not yet been developed and the world was still in the very early stages of learning about the virus.

	I Taking Care of Our People Despite the disruption and associated challenges resulting from the global pandemic, we remained steadfast in our commitment to our people, the backbone of our firm. One of our top priorities was and continues to be protecting the health and safety of our employees and their families, guided by the principles of Safety, Caution, and Agility. In 2020, we executed business continuity plans to enhance our strong balance sheet and liquidity position, including cost-saving measures designed to minimize the number of positions eliminated. These plans helped us continue to operate and serve our clients while prioritizing the safety of our employees. We also focused on internal initiatives to connect and support our workforce, such as a wellness campaign centered on their physical, emotional, financial, and social wellbeing.

	I Overcoming the Challenges At the end of fiscal 2021, our stock price was up 135% compared to the end of fiscal 2020, and up 208% compared to our lowest stock price at the onset of the COVID-19 pandemic in March 2020. We believe that our cost-saving measures and the efforts of all of our people and their leaders positioned us, as demand rebounded, to capitalize on the opportunity to achieve increasingly strong financial and operating performance during the last two quarters of fiscal year 2021, as shown in the Business Performance section on the previous page.

Environmental, Social, and Governance (“ESG”) Accomplishments

I	Published 2020 Corporate Responsibility Report and inaugural SASB Report.

I	Awarded the 2021 Silver Status Medal from EcoVadis for Corporate Social Responsibility Practices for the third consecutive year, and placed in the top 16% of the more than 75,000 companies assessed by EcoVadis based on our score.

I	Achieved Management Level rating for 2020 submission to the CDP Climate Change survey, which detailed our calendar year 2019 greenhouse gas emissions and climate-related practices.

I	Recognized by Working Mother as one of the 2020 100 Best Companies for parents to work for the second consecutive year, as one of the 2020 Best Companies for Dads, and as one of the 2020+ Top 75 Companies for Executive Women.

I	For the third consecutive year, earned a perfect score of 100 on the 2021 Human Rights Campaign Foundation’s Corporate Equality Index and named a “best place to work” for LGBTQ equality.

I	Established an independent, not-for-profit—Korn Ferry Charitable Foundation—with the mission of making real, lasting changes by helping people exceed their potential through opportunity.

I	Continued to achieve certification to internationally recognized standards for mature global privacy and security programs (ISO/IEC 27001:2013 and ISO/IEC 27018:2019).

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Corporate Governance (page 23)

	Strong Governance Practices
Annual Director Elections for All Directors.
Majority Voting in Uncontested Elections.
Committee Oversight of ESG Program.
No Supermajority Voting Standards.
Stockholder Right (at 25% Threshold) to Call Special Stockholder Meetings.


Board Structure	Committees, Attendance, and	Stockholder Engagement
	Commitments
Independent Chair of the Board.	Independent Audit, Compensation and Nominating Committees.	Stockholder Communication Process for Communicating with the Board.
7 of the 8 Directors on the Board are Independent.	All Directors Attended at Least 75% of Board and Their Respective Committee Meetings.	Regular Stockholder Engagement Throughout the Year.
Independent Directors Meet in Regular Executive Sessions.	No Director Serves on More Than Four Public Company Boards.
10-Term Service Limit for Non-Executive Directors Joining the Board after October 1, 2020.	Female Chair of the Board and 2 Committees Led by Diverse Directors (by Gender or Race/Ethnicity).

Board Tenure* and Diversity

*	Tenure is provided for non-executive directors only.
**	These graphics include Mr. Shaheen’s cumulative service with the Board from 2009 to 2019, and from April 2020 to present.
***	Not included in diversity percentages.

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Governance Insights (pages 13, 43, and 70)

Each of the Company’s standing Board committees is committed to staying abreast of the latest issues impacting good corporate governance. The Company has included three sets of Questions & Answers (“Q&As”), one with the chair of each of the Company’s standing committees.

These Q&As are meant to provide stockholders with insight into committee-level priorities and perspectives on ESG matters, the impact of COVID-19 on compensation, and the oversight and managing COVID-19 risks.

Board Nominees (pages 17 – 22)


*Doyle N. BENEBY*	*Laura M. BISHOP*	*Gary D. BURNISON*
*Director*	Nominee	Director and President/CEO of Korn Ferry

Age: 61 Director Since: 2015 Independent: Yes Committee Memberships: • Nominating and Corporate Governance (Chair) • Compensation and Personnel Experience/Qualifications: • President and CEO of Midland Cogeneration Venture. • Former CEO of New Generation Power International. • Former President and CEO of CPS Energy. • Brings extensive executive management experience in the energy industry.	Age: 59 Independent: Yes Committee Memberships: - Experience/Qualifications: • Former Executive Vice President and Chief Financial Officer of USAA. • Brings executive management, finance and investment strategy, and corporate governance experience.	Age: 60 Director Since: 2007 Independent: No Committee Memberships: - Experience/Qualifications: • President and CEO of the Company. • Brings in-depth knowledge of the Company’s business, operations, employees, and strategic opportunities.

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*Christina A. GOLD*	*Jerry P. LEAMON*	*Angel R. MARTINEZ*
Director and Non-Executive Chair of the Board of Korn Ferry	Director	Director
Age: 73 Director Since: 2014 Independent: Yes Committee Memberships: - Experience/Qualifications: • Former President, CEO, and Director of The Western Union Company. • Brings board experience, executive management, and broad international experience.	Age: 70 Director Since: 2012 Independent: Yes Committee Memberships: • Compensation and Personnel (Chair) • Audit Experience/Qualifications: • Former Global Managing Director of Deloitte. • Brings financial accounting expertise and extensive global professional services experience.	Age: 66 Director Since: 2017 Independent: Yes Committee Memberships: • Audit Experience/Qualifications: • Former Chairman of the Board of Directors, and Former President and CEO, of Deckers Brands (formerly known as Deckers Outdoor Corporation). • Brings executive management, product, and marketing experience.



*Debra J. PERRY*	*Lori J. ROBINSON*	*George T. SHAHEEN*
Director	Director	Director

Age: 70 Director Since: 2008 Independent: Yes Committee Memberships: • Audit (Chair) • Nominating and Corporate Governance Experience/Qualifications: • Former senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. • Brings executive management, corporate governance, finance and analytical expertise, and board and committee experience.	Age: 62 Director Since: 2019 Independent: Yes Committee Memberships: • Compensation and Personnel • Nominating and Corporate Governance Experience/Qualifications: • Former Commander, U.S. Northern Command and NORAD (North American Aerospace Defense Command), Department of the Air Force (Ret.). • Brings significant leadership, strategy oversight and execution, and international experience and expertise.	Age: 77 Director Since: 2020 (previously a Director from 2009-2019) Independent: Yes Committee Memberships: • Compensation and Personnel • Nominating and Corporate Governance Experience/Qualifications: • Former Non-Executive Chair of the Board of Korn Ferry and former Chief Executive Officer of Siebel Systems, Inc. • Brings executive management, consulting, board and advisory experience.

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2021 Executive Compensation Summary (pages 53 – 54)

Name and Principal Position	Salary ($)	Stock Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Gary D. Burnison, President and Chief Executive Officer	796,250	5,700,025	4,815,720	15,862	19,670	11,347,527
Robert P. Rozek, Executive Vice President, Chief Financial Officer and Chief Corporate Officer	503,125	2,300,063	2,535,750	—	18,347	5,357,285
Byrne Mulrooney, Chief Executive Officer of RPO, Professional Search and Digital	393,750	2,500,045	3,087,000	—	235,688	6,216,483
Mark Arian, Chief Executive Officer of Consulting	393,750	1,600,128	2,646,000	—	262,633	4,902,511

2021 Executive Total Compensation Mix (page 39)

*	Equity awards based upon grant date value.

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Compensation Process Highlights (pages 27 and 39 – 42)

•	Our Compensation and Personnel Committee receives advice from its independent compensation consultant.
•	We review total direct compensation and the mix of the compensation components for our named executive officers relative to our peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global people and organizational consulting firm.
•	As described in last year’s proxy statement, our named executive officers and non-employee directors agreed to substantial reductions (50%) in base salary and cash retainer fees, respectively, and the Compensation and Personnel Committee decided to eliminate any payouts from the Company’s short-term incentive bonus plan for fiscal year 2020 for our named executive officers as cash flow and cost-saving measures in the face of economic uncertainty created by the global COVID-19 pandemic. In designing the Company’s short-term incentive bonus plan for our named executive officers for fiscal year 2021, the Compensation and Personnel Committee initially decided to measure performance over two six-month periods and one overall one-year period (with reductions for any amounts earned during the separate six-month periods), and subsequently determined to divide the second six-month performance period into two three-month performance periods and eliminate the overall one-year performance period to allow the Compensation and Personnel Committee to take into consideration the continually evolving impact of and uneven recovery from the COVID-19 pandemic over the course of the fiscal year, resulting in setting significantly higher performance targets for the third and fourth quarters.

As evidenced by our stock price, our Company was severely affected by the impacts of the COVID-19 pandemic and the social and political environment in the months when the Compensation and Personnel Committee was tasked with making compensation decisions. In June 2020, for the first time since our fiscal year 2009 during the Great Recession, we suspended providing financial guidance. Due to the uncertainty, the Compensation and Personnel Committee set up an annual bonus plan that allowed us to monitor the evolving economic conditions and make adjustments as needed, resulting in significantly increased performance targets for the third and fourth quarters. Additionally, as described in more detail on page 48, given that we were unable to project performance over the course of the year, the Compensation and Personnel Committee felt it was not responsible to grant long-term performance-based equity awards that would require making projections over a longer period and thus made a one-time decision to provide long-term compensation solely in the form of time-based equity awards. Nevertheless, as a result of our teams’ extraordinary efforts during these challenging times, our performance improved, with our fiscal 2021 year-end stock price up 135% compared to the end of fiscal 2020, and up 208% compared to our lowest stock price at the onset of the COVID-19 pandemic in March 2020. Beginning with fiscal year 2022, the Compensation and Personnel Committee returned to its usual practice of granting performance-based equity awards.

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Elements of Compensation (pages 45 – 50)

Element	Purpose	Determination
Base Salary	Compensate for services rendered during the fiscal year and provide sufficient fixed cash income for retention and recruiting purposes.	Reviewed on an annual basis by the Compensation and Personnel Committee taking into account competitive data from our peer group, input from our compensation consultant, and the executive’s individual performance.
Annual Cash Incentives	Motivate and reward named executive officers for achieving performance goals over a one-year period.	Determined by the Compensation and Personnel Committee based upon performance goals. As noted above, for fiscal year 2021, there were three separate measurement periods. Each measurement period required positive cash flow in order for any awards to be earned with respect to such period. No awards were paid until after the completion of the entire fiscal year.
Long-Term Incentives	Align the named executive officers’ interests with those of stockholders and motivate and retain top talent.	Determined by the Compensation and Personnel Committee based upon a number of factors including competitive data, total overall compensation provided to each named executive officer, and historical grants.

Compensation Practices (page 39)

	Our Board has adopted a clawback policy applicable to all cash incentive payments and performance-based equity awards granted to executive officers.
	Our named executive officers are not entitled to any “single trigger” equity acceleration in connection with a change in control.
	We have adopted policies prohibiting hedging, speculative trading, or pledging of Company stock.
	All named executive officers are subject to stock ownership requirements.
	We do not provide excise tax gross-ups to any of our executive officers.

Forward-Looking Statements & Website References

This Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to, statements regarding the Company’s plans, objectives, expectations, and intentions. Such 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. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including those factors discussed or referenced in our most recent annual report on Form 10-K filed with the SEC, under the heading “Risk Factors,” a copy of which is being made available with this Proxy Statement, and subsequent quarterly reports on Form 10-Q. Website references and hyperlinks throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement, nor does it constitute a part of this Proxy Statement.

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01
*Governance*

*Proposal No. 1 Election of Directors*	12
Required Vote	12
Recommendation of the Board	12

*The Board of Directors*	13
Governance Insights: ESG Matters	13
Director Qualifications	15
Annual Board and Committee Evaluations	15
Snapshot of Director Nominees	16
Background Information Regarding Director Nominees	17

*Corporate Governance*	23
Board Leadership Structure	23
Director Independence	24
Board’s Oversight of Enterprise Risk and Risk Management	25
Board Committees	26
Board Refreshment	29
Culture of Integrity and Code of Business Conduct and Ethics	29
Commitment to Good Governance Practices	30

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Proposal No. 1

Election of Directors

Our stockholders will be asked to consider nine nominees for election to our Board to serve for a one-year term until the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal. Each of the nominees was previously elected by stockholders at the 2020 Annual Meeting of Stockholders, except for Laura M. Bishop. Laura M. Bishop was identified as part of a thorough search process conducted by Korn Ferry’s internal board search consultants. As further described on page 30, in light of Ms. Gold’s and Mr. Shaheen’s continued and significant contributions as a director, the Board, at the recommendation of the Nominating and Corporate Governance Committee, exercised its right under the Corporate Governance Guidelines to nominate Ms. Gold and Mr. Shaheen to additional terms after their 74th birthdays.

The names of the nine nominees for director and their current positions, if any, with the Company are set forth in the table to the right. 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 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 of the 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. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

Name	Position with Korn Ferry
Doyle N. Beneby	Director
Laura M. Bishop	Nominee
Gary D. Burnison	Director and Chief Executive Officer
Christina A. Gold	Director and Non-Executive Chair of the Board
Jerry P. Leamon	Director
Angel R. Martinez	Director
Debra J. Perry	Director
Lori J. Robinson	Director
George T. Shaheen	Director

Required Vote

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

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

RECOMMENDATION
OF THE BOARD

The Board unanimously recommends that you vote “FOR” each of the nominees named above for election as a director.

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The Board of Directors

The Company’s Restated Certificate of Incorporation provides that the number of directors shall not be fewer than eight nor more than fifteen, with the exact number of directors within such limits to be determined by the Board. Currently, the Board is comprised of eight directors; following the election of directors at the Annual Meeting, the Board will be comprised of nine directors. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors until the 2022 Annual Meeting of Stockholders or their earlier death, resignation or removal:

Doyle N. Beneby	Angel R. Martinez
Laura M. Bishop	Debra J. Perry
Gary D. Burnison	Lori J. Robinson
Christina A. Gold	George T. Shaheen
Jerry P. Leamon

Each of the named nominees is independent under the NYSE rules, except for Mr. Burnison. If reelected, Ms. Gold will continue to serve as the Company’s independent Non-Executive Chair of the Board.

The Board held 11 meetings during fiscal year 2021. Each of the incumbent directors attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal year 2021. Directors are expected to attend each annual meeting of stockholders. The eight directors then-serving attended the 2021 Annual Meeting of Stockholders online.

Governance Insights

ESG Matters

Q & A with Doyle Beneby, Chair of the Nominating and Corporate Governance Committee

Question: In 2020, the Nominating and Corporate Governance Committee was given formal responsibility for overseeing the Company’s ESG Program. How has this informed the Nominating and Corporate Governance Committee’s activities, and what does the ESG Program encompass?

The Nominating and Corporate Governance Committee has continued to increase its oversight and involvement with the Company’s ESG Program, including overseeing the expansion of ESG disclosures and practices in the past year. Our ESG Program includes initiatives that seek to improve the way we work and live, empower Diversity, Equity, and Inclusion (“DE&I”), and give back to the communities in which we operate. The Proxy Statement Summary on page 3 highlights several recent ESG recognitions of which we are proud, and below are some of our ESG Program’s recent initiatives and accomplishments:

Reporting

•	The Company published its third Corporate Responsibility Report, covering 2020 activities and achievements, and expanded ESG reporting to include an inaugural report in general alignment with the reporting recommendations for its industry by the Sustainability Accounting Standards Board.

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•	Korn Ferry was awarded the 2021 Silver Status Medal from EcoVadis for its Corporate Social Responsibility (“CSR”) practices for the third consecutive year, and our score placed us in the top 16% of the more than 75,000 companies that EcoVadis assessed.
•	For the fourth consecutive year, Korn Ferry responded to the CDP Climate Change survey, reporting on our greenhouse gas emissions and broader practices related to climate change. Korn Ferry achieved a Management Level rating for our 2020 submission for having a strong awareness of our climate change impacts and opportunities, as well as managing them effectively.

Human Capital Management and DE&I

•	In fiscal year 2021, we launched the Mosaic Program, a global talent development program for an inclusive group of about 200 entry- and mid-level colleagues from across Korn Ferry’s business. The program includes one-on-one professional coaching, supervision, and sponsorship from the firm’s Global Operating Committee members, individual development plans, visible and complex project opportunities, and facilitated leadership development sessions.
•	Korn Ferry also offers a firm-wide mentorship program, empowering colleagues to learn, connect, and develop. We match mentors and mentees based on their proximity, career goals, and focus. The program is meant to reinforce our culture of collaboration, information-sharing, and personal development, allowing colleagues to discuss personal and professional growth and become more effective professionals.
•	Since 2018, Korn Ferry has maintained a Colleague Advisory Council that meets regularly to provide candid feedback directly to Mr. Burnison and other senior leaders on the colleague experience within Korn Ferry. Colleagues globally participate in the Council, which reflects Korn Ferry’s diverse geography, solutions, tenures/seniority, and other demographics and experiences.

Philanthropy

•

In 2020, we established an independent, not-for-profit: the Korn Ferry Charitable Foundation (the “Foundation”). The Foundation’s mission is to make real, lasting changes by helping people exceed their potential through opportunity. The Foundation’s first major initiative is Leadership U for Humanity, a leadership program developed by Korn Ferry for the Foundation with the goal of empowering professionals from underrepresented backgrounds. In seeking to make a significant impact, the Foundation is partnering with like-minded community organizations to help bring Leadership U for Humanity to a wide array of communities. With Korn Ferry’s support, Leadership U for Humanity is being made available at no cost to the program participants selected by the Foundation.

Question: Inclusion is one of the Company’s four core values. As the Company continues to focus on DE&I and human capital management, how has the Board’s engagement on these topics changed over the past year?

The Board’s engagement regarding DE&I and human capital management matters has been an ongoing focus. As described above, Korn Ferry continues to invest in, develop, and champion internal programs and benefits intended to support global colleagues, and we discuss Korn Ferry’s current and potential workforce initiatives regularly with management. At the Board level, we are committed to active Board refreshment and to aligning Board composition and experience with the Company’s evolving needs. As part of the search process for each new director, the Nominating and Corporate Governance Committee seeks to include people from diverse backgrounds in the pool from which Board nominees are chosen. As a reflection of these efforts, our Board is currently more than 50% diverse and led by Board Chair Christina Gold, with 75% of Board leadership roles held by women or ethnically diverse directors. If elected at the Annual Meeting, Ms. Bishop will increase our Board’s diversity to include four women. We are proud of the Board’s diversity and representation.

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Director Qualifications

The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. In addition, the Board believes there are certain attributes every director should possess, as reflected in the Board’s membership criteria discussed below. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

The Nominating and Corporate Governance Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Guidelines include:

•	a reputation for integrity,
•	honesty and adherence to high ethical standards,
•	strong management experience,
•	current knowledge of and contacts in the Company’s industry or other industries relevant to the Company’s business,
•	the ability and willingness to commit adequate time and attention to Board and Committee activities, and
•	the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial, diverse, and responsive to the needs of the Company.

The Nominating and Corporate Governance Committee seeks a variety of occupational, educational, and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board in such areas as professional experience, geography, race, gender, and ethnicity. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee believes it is essential that Board members represent diverse viewpoints and backgrounds. The Nominating and Corporate Governance Committee periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, given the Company’s current business and strategic plans. This periodic assessment enables the Board to update the skills and experience it seeks in the Board as a whole and in individual directors as the Company’s needs evolve and change over time, and to assess the effectiveness of efforts to pursue diversity. In identifying director candidates from time to time, the Nominating and Corporate Governance Committee considers recommendations from Board members, management, and stockholders, and may from time to time engage a third-party search firm or utilize Company resources. The Nominating and Corporate Governance Committee may establish specific skills and experience that it believes the Company should seek in order to constitute a balanced and effective board.

In evaluating director candidates, and considering incumbent directors for renomination to the Board, the Nominating and Corporate Governance Committee takes into account a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments, and experience, each in light of the composition of the Board as a whole and the needs of the Company in general, and for incumbent directors, past performance on the Board.

Reviewing Director Commitments. The Nominating and Corporate Governance Committee also considers each nominee’s or incumbent director’s ability and willingness to commit adequate time to Board and committee matters, including, for the Annual Meeting, Ms. Perry’s additional responsibilities as a board chair and member of three other public company or mutual fund complex boards, and in the case of Mr. Shaheen, his service on three other public company (and a wholly-owned subsidiary) board of directors.

Annual Board and Committee Evaluations

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

Solicit Feedback	Review By Outside Counsel	Internal Review	Discussion & Updates
Directors receive via secure website a detailed questionnaire designed to elicit feedback regarding the functioning and leadership of the Board and each of the committees as a whole.	Outside counsel reviews the responses to the questionnaire and consolidates the feedback into a summary presentation.	A summary of results are provided by outside counsel, with the anonymized responses, to the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee for review.	The results are discussed at both the Board and Nominating and Corporate Governance Committee levels, along with a determination of what, if any, changes should be made in light of the responses.

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Snapshot of Director Nominees

Board Composition: Skills, Tenure*, and Diversity

The Board and Company are focused on creating a Board that reflects a wide range of backgrounds, experiences, and cultures. The following skills are possessed by one or more of our nominees:

	Extensive Senior Leadership / Executive Officer Experience (including as a public company Chief Executive Officer)			Significant Public Company Board, Committee, and Corporate Governance Experience
	Risk Management / Oversight Experience			Innovative Thinking
	Broad International Business Experience			High Ethical Standards
	Significant Finance, Tax, and Mergers and Acquisitions (“M&A”) Experience			Appreciation of Diverse Cultures and Backgrounds
	Accounting Expertise (including a Certified Public Accountant)			Experience Overseeing Large and Diverse Workforces
	Significant Strategic Oversight and Execution Experience			Breadth of Experience Across Industries
	Broad Product and Marketing Experience			Information Security Expertise

*	Tenure is provided for non-executive directors only.
**	These graphics include Mr. Shaheen’s cumulative service with the Board of Directors from 2009 to 2019, and from April 2020 to present.
***	Not included in diversity percentages.

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Background Information Regarding 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 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 and Corporate Governance Committee in recommending qualified director candidates is described above under “Director Qualifications” and below under “Corporate Governance—Board Committees—Nominating and Corporate Governance Committee.”

Doyle N. BENEBY

Director Since: 2015

President and Chief Executive Officer, Midland Cogeneration Venture

Age: 61

Board Qualifications and Skills:

Extensive Senior Leadership/Executive Officer Experience: Currently serves as President and Chief Executive Officer of Midland Cogeneration Venture, and previously served in a multitude of senior leadership positions, including as former 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 30 years of experience in the energy industry, with expertise in many facets of the electric & gas utility industry.

Other Directorships:

Public Companies:

Quanta Services and Capital Power Corporation

Other Companies:

Midland Business Alliance

Mr. Beneby has been the President and Chief Executive Officer of Midland Cogeneration Venture, a natural gas fired combined electrical energy and steam energy generating plant, since November 2018, and is also currently an independent consultant and professional director. Mr. Beneby previously served as Chief Executive Officer of New Generation Power International, a start-up international renewable energy company, based in Chicago, Illinois, from November 2015 until May 2016. Prior to that, Mr. Beneby served as President and Chief Executive Officer of CPS Energy, the largest municipal electric and gas utility in the nation, from July 2010 to November 2015. Prior to joining CPS Energy, Mr. Beneby served at Exelon Corporation from 2003 to 2010 in various roles, most recently, as President of Exelon Power and Senior Vice President of Exelon Generation from 2009 to 2010. From 2008 to 2009, Mr. Beneby served as Vice President, Generation Operations for Exelon Power. From 2005 to 2008, Mr. Beneby served as Vice President, Electric Operations for PECO Energy, a subsidiary of Exelon Corporation. Mr. Beneby also serves on the boards of Capital Power Corporation and Quanta Services, in addition to being a member of the board of the Midland Business Alliance.

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Laura M. BISHOP

Nominee

Former Executive Vice President and Chief Financial Officer, USAA

Age: 59

Board Qualifications and 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.

Financial Experience and Investment Expertise: In addition to her service as Chief Financial Officer of both publicly traded and privately held companies, Ms. Bishop worked as a Senior Manager at Ernst & Young LLP early in her career and holds a Bachelor of Business Administration in Accounting.

Other Directorships:

Public Companies:

N/A

Other Companies:

N/A

From 2001 to 2020, Ms. Bishop held a number of roles at USAA, a Fortune 100 integrated financial services company that provides financial products and services for the military and their families. Most recently, she served as the Executive Vice President and Chief Financial Officer of USAA from June 2014 until her retirement in December 2020, and in that role, served as the enterprise Chief Financial Officer for all of USAA’s operating companies spanning the Property and Casualty companies, USAA Federal Savings Bank, and USAA Life Insurance Company. 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. Prior to joining USAA in 2001, Ms. Bishop spent nine years with Luby’s Inc., a publicly traded restaurant company, where she served as Senior Vice President and Chief Financial Officer, among other leadership roles. Prior to that, Ms. Bishop served as a Senior Manager at Ernst & Young LLP, where she directed audits of publicly traded and privately held companies in a variety of industries.

Gary D. BURNISON

Director Since: 2007

President and Chief Executive Officer

Age: 60

Board Qualifications and 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 19 years of service with the Company, including as President and Chief Executive Officer of the Company since July 2007, Executive Vice President and Chief Financial Officer from March 2002 until June 2007, and Chief Operating Officer of the Company from October 2003 until June 2007.

Thought Leader: Author of seven 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.

Other Directorships:

Public Companies:

N/A

Other Companies:

N/A

Mr. Burnison has served as President and Chief Executive Officer of the Company since July 2007. He was the Executive Vice President and Chief Financial Officer of the Company from March 2002 until June 30, 2007. He also served as Chief Operating Officer of the Company from October 2003 until June 30, 2007. From 1999 to 2001, Mr. Burnison was Principal and Chief Financial Officer of Guidance Solutions and from 1995 to 1999 he served as an executive officer and member of the board of directors of Jefferies & Company, Inc., the principal operating subsidiary of Jefferies Group, Inc. Prior to that, Mr. Burnison was a partner at KPMG Peat Marwick.

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Christina A. GOLD

Director Since: 2014

Chair of the Board

Age: 73

Board Qualifications and Skills:

Extensive Senior Leadership/Executive Officer Experience: Served in numerous senior leadership positions, including as Chief Executive Officer and President of The Western Union Company, President of Western Union Financial Services, Vice Chairman and Chief Executive Officer of Excel Communications, and President and CEO of Beaconsfield Group, Inc.

Broad International Experience: Significant international experience from 28-year career at Avon Products, Inc., including as Senior Vice President and President of Avon North America.

Significant Public Company Board Experience: Over 24 years of public company board experience, including as a director of International Flavors & Fragrances, Inc. since 2013, ITT Inc. (formerly ITT Corporation) from 1997 to 2020, Exelis Inc. from 2011 to 2013, and The Western Union Company from 2006 to 2010.

Other Directorships:

Public Companies:

International Flavors & Fragrances, Inc.

Other Companies:

Safe Water Network

From September 2006 until her retirement in September 2010, Ms. Gold was Chief Executive Officer, President, and a director of The Western Union Company, a leading company in global money transfer. Ms. Gold was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company and provider of electronic commerce and payment solutions, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., a former telecommunications and e-commerce services provider, from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and Chief Executive Officer of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Prior to founding Beaconsfield Group, Ms. Gold spent 28 years (from 1970 to 1998) with Avon Products, Inc., in a variety of positions, including as Executive Vice President, Global Direct Selling Development, Senior Vice President, and President of Avon North America, and Senior Vice President and Chief Executive Officer of Avon Canada. Ms. Gold is currently a director of International Flavors & Fragrances, Inc. She also sits on the board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water. From 1997 to 2020, Ms. Gold was a director of ITT Inc. (formerly ITT Corporation); from 2001 to 2020, she was a director of New York Life Insurance; and from October 2011 to May 2013, she was a director of Exelis, Inc. Ms. Gold also served a term on the Board of Governors of Carleton University in Ottawa Canada.

Jerry P. LEAMON

Director Since: 2012

Former Global Managing Director, Deloitte

Age: 70

Board Qualifications and 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 and as leader of the M&A practice for more than 10 years.

Accounting Expertise: 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.

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.

Other Directorships:

Public Companies:

Credit Suisse USA, a subsidiary of Credit Suisse Group AG

Other Companies:

Geller & Company, Americares Foundation, Jackson Hewitt Tax Services, and member of Business Advisory Council of the Carl H. Lindner School of Business

Mr. Leamon served as Global Managing Director for Deloitte until his retirement in 2012, having responsibility for all of Deloitte’s businesses at a global level. In a career of almost 40 years at Deloitte, 31 of which as a partner, he held numerous roles of increasing responsibility. Previously, Mr. Leamon served as the leader of the tax practice, both in the U.S. and globally, and had responsibility as Global Managing Director for all client programs including industry programs, marketing communication and business development. In addition, Mr. Leamon was leader of the M&A practice for more than 10 years. Throughout his career, Mr. Leamon served some of Deloitte’s largest clients. Mr. Leamon serves on a number of boards of public, privately held, and non-profit organizations, including Credit Suisse USA, where he chairs the Audit Committee, Geller & Company, and Jackson Hewitt Tax Services, and he is Chairman of the Americares Foundation. Mr. Leamon is also a Limited Partner of Lead Edge Capital. 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. Mr. Leamon is a certified public accountant.

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Angel R. MARTINEZ

Director Since: 2017

Former Chairman of the Board of Directors, and former Chief Executive Officer and President, of Deckers Brands

Age: 66

Board Qualifications and 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 40 years of experience in product and marketing from senior positions with, among other companies, Deckers Brands, Reebok International, and The Rockport Company.

Significant Public Company Board and Corporate Governance Experience: Over 22 years of public company board service, including as a director of Tupperware Brands Corporation from 1998 to 2020 and Chairman of the Board of Deckers Brands from 2008 to 2017.

Other Directorships:

Public Companies:

Genesco Inc.

Other Companies:

N/A

Mr. Martinez is the former President, Chief Executive Officer, and Chairman of the Board of Directors of Deckers Brands (formerly known as Deckers Outdoor Corporation) (“Deckers”). Deckers is a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high performance activities. He served as Chief Executive Officer and President of Deckers from April 2005 until his retirement in June 2016, as Executive Chairman of the Board from 2008 until June 2016, and as non-executive Chairman from June 2016 until September 2017. Prior to joining Deckers, he was President, Chief Executive Officer, and Vice Chairman of Keen LLC, an outdoor footwear manufacturer, from April 2003 to March 2005. Prior thereto, he served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd. (“Reebok”) and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok. He has served as a member of the board of Genesco Inc. since May 2021. Mr. Martinez graduated from the University of California, Davis, in 1977.

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Debra J. PERRY

Director Since: 2008

Former senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc.

Age: 70

Board Qualifications and Skills:

High Level of Financial Experience: Substantial financial experience gained from 23 years of professional experience in financial services, including a 12-year career at Moody’s Corporation, where among other things, Ms. Perry oversaw the Americas Corporate Finance, Leverage Finance, and Public Finance departments.

Significant Audit Committee Experience: Over 16 years of public company audit committee service, including as a member of MBIA Inc.’s Audit Committee (2004 to 2008), PartnerRe’s Audit Committee (from June 2013 to March 2016, including as Chair of the Audit Committee from January 2015 to March 2016), Korn Ferry’s Audit Committee (since 2008; appointed Chair of Audit Committee in 2010), and The Bernstein Funds, Inc.’s Audit Committee (since 2011).

Significant Public Company Board and Corporate Governance Experience: Previously served as a director (June 2013 to March 2016) and Chair of the Audit Committee (January 2015 to March 2016) of PartnerRe, and as a director of BofA Funds Series Trust (June 2011 to April 2016), MBIA Inc. (2004 to 2008), and CNO Financial Group, Inc. (2004 to 2011). Actively involved in corporate governance organizations, including the National Association of Corporate Directors (“NACD”). Named in 2014 to NACD’s Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community.

Other Directorships:

Public Companies:

Assurant and Genworth Financial Inc.

Other Companies:

The Bernstein Funds, Inc., a mutual fund complex

Ms. Perry currently serves on the boards of directors of Assurant (as well as its Finance & Risk Committee, which she chairs, and its Nominating and Governance Committee) (elected August 2017), Genworth Financial Inc. (as well as its Audit Committee and Risk Committee, which she chairs) (elected December 2016), and The Bernstein Funds, Inc. (a mutual fund complex that includes the Sanford C. Bernstein Fund, Inc., Bernstein Fund and A/B Multi-Manager Alternative Fund) (elected July 2011 and Chair since July 2018, as well as its Audit Committee and Nominating Committee). She was a member of the Board (from June 2013) and Chair of the Audit Committee (from January 2015) of PartnerRe, a Bermuda-based reinsurance company, until the sale of the company to a European investment holding company in March 2016. She was also a trustee of the Bank of America Funds from June 2011 until April 2016, where she served as Chair of the Board’s Governance Committee. Ms. Perry served on the Board of Directors and Chair of the Human Resources and Compensation Committee of CNO Financial Group, Inc. from 2004 to 2011.

In 2014, Ms. Perry was named to NACD’s Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community. From September 2012 to December 2014, Ms. Perry served as a trustee of the Executive Committee of the Committee for Economic Development (“CED”) in Washington, D.C., a non-partisan, business-led public policy organization, until its merger with the Conference Board, and she continues as a trustee of CED. She worked at Moody’s Corporation from 1992 to 2004, when she retired. From 2001 to 2004, Ms. Perry was a senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. where she oversaw the Americas Corporate Finance, Leverage Finance, Public Finance, and Financial Institutions departments. From 1999 to 2001, Ms. Perry served as Chief Administrative Officer and Chief Credit Officer, and from 1996 to 1999, she was a group managing director for the Finance, Securities, and Insurance Rating Groups, of Moody’s Corporation.

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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: 62

Board Qualifications and Skills:

High Level of Leadership Experience: Four Star General and first female U.S. Combatant Commander, with 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.

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.

Other Directorships:

Public Companies:

Nacco Industries and Centene Corp.

Other Companies:

The Robinson Group, LLC

Gen. (ret.) Robinson brings to the Board over three decades of experience with the U.S. Air Force, having most recently served as the Commander of the U.S. Northern Command (“USNORTHCOM”) and North American Aerospace Defense Command (“NORAD”) of the Department of Defense from 2016 to 2018, when she retired. USNORTHCOM partners to connect homeland defense, civil support, and security cooperation to defend and secure the United States and its interests, while NORAD conducts aerospace warning, aerospace control, and maritime warning in the defense of North America. Gen. (ret.) Robinson previously served as Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific Command, from 2014 to 2016, and as Vice Commander, Air Combat Command, from 2013 to 2014. The Pacific Air Forces delivers space, air, and cyberspace capabilities to support the U.S. Indo-Pacific Command’s objectives, and the U.S. Pacific Command is responsible for defending and promoting U.S. interests in the Pacific and Asia. Gen. (ret.) Robinson has also commanded an air control wing, an operations group, and a training wing; served as Director of the Secretary of the Air Force and Chief of Staff of the Air Force Executive Action Group at the Pentagon; and Director, Legislative Liaison, Office of the Secretary of the Air Force with the Pentagon, among a number of other leadership positions. Gen. (ret.) Robinson is a Four Star General and was the first female Combatant Commander for the United States. She was also an Air Force Fellow at The Brookings Institution in Washington, D.C. in 2002. Since retiring, Gen. (ret.) Robinson joined the Harvard Kennedy School, Belfer Center for Science and International Affairs in 2018, as a non-resident Senior Fellow where she shares her insights on leadership, public service, and international security issues with faculty, staff, and students. Gen. (ret.) Robinson is also an active speaker, which she pursues through The Robinson Group, LLC, an organization she founded for such purposes and of which she is also a director. Gen. (ret.) Robinson has been a member of the board of directors of Nacco Industries since September 2019, and of Centene Corp. since October 2019.

George T. SHAHEEN

Director Since: 2020

(previously a director from 2009 to 2019)

Former Chief Executive Officer of Siebel Systems, Inc.

Age: 77

Board Qualifications and Skills:

Extensive Senior Leadership/Executive Officer Experience: Previously served as Chief Executive Officer of Siebel Systems, Inc., Chief Executive Officer and Global Managing Partner of Andersen Consulting, and CEO of Webvan Group, Inc.

Significant Public Company Board Experience: 16 years of public company board experience, including as a director of NetApp (since 2004), Marcus & Millichap (since 2013), and Green Dot Corporation (since 2013).

Service Industry Experience: Former Chief Executive Officer of Andersen Consulting.

Other Directorships:

Public Companies:

NetApp, Marcus & Millichap, and Green Dot Corporation and its wholly owned subsidiary, Green Dot Bank

Other Companies:

[24]7.ai

Mr. Shaheen, who served as non-executive Chair of our Board from 2012 to 2019, was Chief Executive Officer of Siebel Systems, Inc., a CRM software company, which was purchased by Oracle in January 2006, from April 2005 to January 2006, when he retired. He was Chief Executive Officer and Global Managing Partner of Andersen Consulting, which later became Accenture, from 1989 to 1999. He then became Chief Executive Officer and Chairman of the Board of Webvan Group, Inc. from 1999 to 2001. Mr. Shaheen serves on the boards of NetApp, [24]7.ai, Marcus & Millichap, and Green Dot Corporation (including its wholly owned subsidiary, Green Dot Bank). He also served on the Strategic Advisory Board of Genstar Capital. He has served as IT Governor of the World Economic Forum, and was a member of the Board of Advisors for the Northwestern University Kellogg Graduate School of Management. He has also served on the Board of Trustees of Bradley University. Mr. Shaheen received a BS degree and an MBA from Bradley University.

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Corporate Governance

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

Board Structure

Stockholder Rights

Other Highlights

• 87.5% of the Board consists of Independent Directors

• Independent Chair of the Board, Separate from CEO

• Independent Audit, Compensation, and Nominating Committees

• Regular Executive Sessions of Independent Directors

• Annual Board and Committee Self- Evaluations

• 67% Diverse Board Members and nominees (if all are elected)

• Female Chair of the Board and 2 Committees Led by Diverse Directors (by Gender or Race/ Ethnicity)

• Annual Strategic Off-Site Meeting

• No Director Serves on More than Four Public Company Boards

• 10-Term Service Limit for Non-Executive Directors Joining the Board after October 1, 2020

• Annual Election of All Directors

• Majority Voting for Directors in Uncontested Elections

• No Poison Pill in Effect

• Stockholder Communication Process for Communicating with the Board

• Regular Stockholder Engagement

• No Supermajority Voting Standards

• Ability of Stockholders to Call Special Stockholder Meetings

• Clawback Policy

• Stock Ownership Policy

• Pay-for-Performance Philosophy

• Policies Prohibiting Hedging, Pledging, and Short Sales

• No Excise Tax Gross-Ups

• Quarterly Education on Latest Corporate Governance Developments

• Committee Oversight of ESG Program

• Board Oversight of Political Contributions and Risk

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and Chief Executive Officer in the manner it considers to be in the best interests of the Company and that the role of Chair and Chief Executive Officer may be filled by a single individual or two different persons. This provides the Board with flexibility to decide what leadership structure is in the best interests of the Company at any point in time. Currently, the Board is led by an independent, non-executive Chair, Ms. Gold. Ms. Gold will continue to serve as Chair of the Board, subject to her reelection as a director at the Annual Meeting. The Board has determined that having an independent director serve as Chair of the Board is in the best interests of the Company at this time as it allows the Chair to focus on the effectiveness and independence of the Board while the Chief Executive Officer focuses on executing the Company’s strategy and managing the Company’s business. In the future, the Board may determine that it is in the best interests of the Company to combine the role of Chair and Chief Executive Officer.

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Director Independence

The Board has determined that as of the date hereof a majority of the Board is “independent” under the independence standards of The New York Stock Exchange (the “NYSE”). The Board has determined that the following directors and nominees are “independent” under the independence standards of the NYSE: Doyle N. Beneby, Laura M. Bishop, Christina A. Gold, Jerry P. Leamon, Angel R. Martinez, Debra J. Perry, Lori J. Robinson, and George T. Shaheen.

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

•	the director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;
•	the director has received, or has an immediate family member who received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
•	(1) the director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor, (2) the director is a current employee of such a firm, (3) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on the Company’s audit within that time;
•	the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serve or served on that company’s compensation committee; or
•	the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues.

The independent directors of the Board meet regularly in executive sessions outside the presence of management. Ms. Christina Gold, as Chair of the Board, currently presides at all executive sessions of the independent directors.

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Board’s Oversight of Enterprise Risk and Risk Management

The Board plays an active role, both as a whole and also at the committee level, in overseeing the Company’s management of risks. Management is responsible for the Company’s day-to-day risk management activities. The Company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor. The review of risk management is a dedicated periodic agenda item for the Audit Committee, and the Company’s other Board committees also consider and address risk during the course of their performance of their committee responsibilities, as summarized in the following graphic.

	The Board
Oversees Company process for assessing and managing risk
Monitors risks through regular reports from each committee chair and the General Counsel
Apprised of particular risk management matters in connection with its general oversight and approval of corporate matters, including, but not limited to, cyber security



Audit Committee	Nominating and Corporate Governance Committee	Compensation and Personnel Committee	Management
Periodically reviews management’s financial and operational risk assessment and risk management policies, the Company’s major financial risk exposures (including risks related to cybersecurity vulnerabilities), and the steps management has taken to monitor and control such exposures	Oversees risks associated with operations of the Board and its governance structure Oversees risks associated with ESG matters	Reviews risks related to Company’s compensation programs for senior management and employees Assists Board in determining whether the Company’s compensation programs involve risks that are reasonably likely to have a material adverse effect on the Company	General Counsel periodically reports to the Board on litigation and other legal risks that may affect the Company Various members of senior management periodically report to the Board on risk mitigation measures related to business continuity, disaster recovery, COVID-19, data privacy, and cybersecurity

We believe the division of risk management responsibilities described above provides an effective framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management. Throughout the year, the Board receives regular training and updates on governance topics ranging from the increasing focus on ESG, diversity, and human capital matters by investors and regulators, legal developments related to corporate governing documents, and evolving SEC disclosure and shareholder proposal requirements, among others.

Assessment of Risk Related to Compensation Programs

During fiscal year 2021, the Company conducted its annual review of executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: balancing performance focus between near-term objectives and strategic initiatives; issuing annual equity awards that vest over multiyear time horizons; and maintaining a stock ownership policy and a clawback policy applicable to our executive officers. Furthermore, the Compensation and Personnel Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for named executive officers. As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.

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Board Committees

Although the full Board considers all major decisions, the Company’s Bylaws permit the Board to have the following standing committees to more fully address certain areas of importance: (1) an Audit Committee, (2) a Compensation and Personnel Committee, and (3) a Nominating and Corporate Governance Committee. The members of the standing committees as of the date hereof are set forth in the tables below. Following the Annual Meeting, the Nominating and Corporate Governance Committee intends to evaluate the composition of the standing committees and make recommendations to the Board regarding any appropriate changes to the Committees.

Audit Committee

Fiscal 2021 Meetings Held: 11


Debra J. PERRY		Jerry P. LEAMON	Angel R. MARTINEZ
	*CHAIR*

Independence:	All Audit Committee members are “independent directors” under the applicable listing standards of the NYSE and the applicable rules of the Securities and Exchange Commission (the “SEC”).
Financial Literacy:	The Board, in its business judgment, has determined that Ms. Perry and Messrs. Leamon and Martinez are “financially literate” under the NYSE rules.
Audit Committee	Debra J. Perry and Jerry P. Leamon
Financial Experts:	The Board determined that Ms. Perry qualifies as an “audit committee financial expert” from her many years of experience in the financial services industry and service on other public company Audit Committees and that Mr. Leamon qualifies as an “audit committee financial expert” based on his almost 40 years of experience as a certified public accountant with Deloitte.

Key Responsibilities:
•	Is directly responsible for the appointment, compensation, retention, evaluation, and oversight of the independent registered public accounting firm, including annual assessments that consider, among other topics, the level of open and professional communication with the Audit Committee;
•	Reviews the independent registered public accounting firm’s qualifications and independence and has processes in place for the timely communication of corporate changes or other events that could impact the firm’s independence;
•	Reviews the plans and results of the audit engagement with the independent registered public accounting firm;
•	Oversees financial reporting principles and policies;
•	Considers the range of audit and non-audit fees;
•	Reviews the adequacy of the Company’s internal accounting controls, including through regular discussions at committee meetings;
•	Oversees the Company’s internal audit function, including annually reviewing and discussing the performance and effectiveness of the Internal Audit Department;
•	Oversees the Company’s Ethics and Compliance Program, including annually reviewing and discussing the implementation and effectiveness of the program; and
•	Works to provide for the integrity of financial information supplied to stockholders.

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

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Compensation and Personnel Committee

Fiscal 2021 Meetings Held: 7


Jerry P. LEAMON		Doyle N. BENEBY	Lori J. ROBINSON	George T. SHAHEEN
	*CHAIR*

Independence:	The Board has determined that all members of the Compensation and Personnel Committee are “independent directors” under the applicable listing standards of the NYSE.

Key Responsibilities:
•	Approves and oversees the Company’s compensation programs, including cash, deferred compensation, and equity-based incentive programs provided to members of the Company’s senior management group, including the Company’s Chief Executive Officer, Chief Financial Officer, and other named executive officers, as well as equity-based compensation and deferred compensation programs provided to any Company employee;
•	Reviews the compensation of directors for service on the Board and its committees; and
•	Approves or recommends to the Board, as required, specific compensation actions, including salary adjustments, annual cash incentives, equity award grants, and employment and severance arrangements for the Chief Executive Officer and other executive officers.

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

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Nominating and Corporate Governance Committee

Fiscal 2021 Meetings Held: 4


Doyle N. BENEBY		Debra J. PERRY	Lori J. ROBINSON	George T. SHAHEEN
	*CHAIR*

Independence:	The Board has determined that all members of the Nominating and Corporate Governance Committee are “independent directors” under the applicable listing standards of the NYSE.

Key Responsibilities:
•	Recommends criteria to the Board for the selection of nominees to the Board;
•	Evaluates all proposed nominees;
•	Prior to each annual meeting of stockholders, recommends to the Board a slate of nominees for election to the Board by the stockholders at the annual meeting;
•	Makes recommendations to the Board from time to time as to changes the Committee believes to be desirable to the size, structure, composition, and functioning of the Board or any committee thereof;
•	Oversees and monitors the Company’s ESG Program; and
•	Oversees risks associated with operations of the Board and its governance structure.

In evaluating potential nominees, the Nominating and Corporate Governance Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability and willingness to commit adequate time and attention to Board activities, and the absence of potential conflicts with the Company’s interests. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it also takes into account the diversity of the Board when considering director nominees. Any stockholder recommendations for director are evaluated in the same manner as all other candidates considered by the Nominating and Corporate Governance Committee. Stockholders may recommend director nominees by mailing submissions to Korn Ferry, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

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Board Refreshment

The Board seeks to bring together a diverse mix of directors that the Board and senior management can leverage to make well considered strategic decisions in the best interests of the Company and its stockholders. To garner new ideas and perspectives, and to respond to the ever-changing needs of our clients and other stakeholders, the Board actively seeks candidates representing a range of tenures, areas of expertise, industry experience, and backgrounds. In 2017, the Board added Angel R. Martinez to, among other benefits, increase its knowledge of products and marketing. In 2019, the Board added Len J. Lauer (who unexpectedly passed away in April 2020) and Lori J. Robinson, each of whom brought a number of valuable perspectives and experiences to the Board, including, in the case of Gen. (ret.) Robinson, extensive leadership, strategic oversight, and international experience. In 2020, the Board modified the Corporate Governance Guidelines (as described below) to adopt a 10-term service limit to encourage Board refreshment. And this year, the Board has nominated Laura M. Bishop to increase the Board’s financial expertise.

	*	Tenure is provided for non-executive directors only.
	**	This graphic includes Mr. Shaheen’s cumulative service with the Board of Directors from 2009 to 2019, and from April 2020 to present.

Culture of Integrity and Code of Business Conduct and Ethics

Korn Ferry is committed to having and maintaining a strong and effective global Ethics and Compliance Program. Consistent with that commitment, the Board has promoted and continues to promote the Company’s culture of ethics and integrity. The Board has adopted a Code of Business Conduct and Ethics that is applicable to all directors, employees, and officers (including the Company’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer). Korn Ferry colleagues know that quality and professional responsibility starts with them and the Board has emphasized that with the “tone at the top.” The Code of Business Conduct and Ethics provides a set of shared values to guide our actions and business conduct, including: loyalty, honesty, accountability, observance of ethical standards, and adherence to the law. Among other things, the Code of Business Conduct and Ethics requires directors, employees, and officers to maintain the confidentiality of all information entrusted to them (except when disclosure is authorized or legally mandated); to deal fairly with the Company’s clients, service providers, suppliers, competitors, and employees; to protect Company assets; and for those who have a role in the preparation and/or review of information included in the Company’s public filings, to report such information accurately and honestly. It also prohibits directors, employees, and officers from using or attempting to use their position at the Company to obtain an improper personal benefit. We intend to post on the Company’s website amendments or waivers, if any, to the Code of Business Conduct and Ethics, with respect to our officers and directors within four business days following the amendment or waiver.

Korn Ferry asks all directors, officers, and personnel, no matter where they are in the world, to make a commitment to abide by the Code, and the Company’s values and ethical business conduct practices. Our ethical business conduct practices and oversight include the following:

•	the Nominating and Corporate Governance Committee selects potential Board candidates who are committed to promoting the Company’s values, including a corporate culture of ethics and integrity;
•	the Audit Committee is responsible for overseeing the implementation and effectiveness of the Company’s Ethics and Compliance Program, including compliance with the Code of Business Conduct and Ethics;
•	the Company has a General Counsel and Deputy Compliance Officer with a direct reporting channel to the Audit Committee; and
•	the Company conducts compliance-related internal audits, investigations, and monitoring.

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Commitment to Good Governance Practices

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

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

The Board has also adopted Corporate Governance Guidelines, which among other things, impose limits on the number of directorships each member of the Board may hold (the Chief Executive Officer of the Company may not sit on more than two boards of directors of public companies (including the Company), while all other directors may not sit on more than five boards of directors of public companies (including the Company)); specifies the criteria to be considered for director candidates; and requires non-management directors to meet periodically without management. Additionally, the guidelines require that, when a director’s principal occupation or business association changes substantially during his or her tenure as a director, that director is required to provide written notice of such change to the chair of the Nominating and Corporate Governance Committee, and agree to resign from the Board if the Board determines to accept such resignation. The Nominating and Corporate Governance Committee must then review and assess the circumstances surrounding such change, and recommend to the Board any appropriate action to be taken.

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

Ten-Term Service Limit. In 2020, the Board, at the recommendation of the Nominating and Corporate Governance Committee, amended the Corporate Governance Guidelines to include a term limit provision to encourage Board refreshment. Non-executive directors who first join the Board after October 1, 2020 will not be eligible to stand for re-election after serving as a director for ten full terms on the Board.

Retirement Age Policy. In 2021, the Board, at the recommendation of the Nominating and Corporate Governance Committee, amended the retirement age policy to provide for additional flexibility for a director to continue to serve beyond his or her 74th birthday. The retirement age policy now reserves the Board’s right, after a formal review of a director’s contributions, to allow such director to stand for election for up to three additional terms of service after reaching his or her 74th birthday. Any such formal review will be conducted prior to nominating a director for any such additional term. This is an increase from the two additional terms of service permitted under the prior guidelines. The Board and the Nominating and Corporate Governance Committee determined that this change appropriately enables the Board to retain the experienced insights of current directors while retaining a retirement age limit as a succession mechanism. Together with the ten-term service limit for new directors, these provisions combined were deemed to balance the desire for Board refreshment with the flexibility to prioritize a director’s contributions to the Board as the most important factor for determining continued service, and allows the Board to retain significantly contributing directors for additional time where warranted. In considering this change, the Board also took into account the new directors who have joined or been nominated to join the Board over the past five years (discussed under “Board Refreshment” on page 29), as well as its composition of diverse individuals by age, gender, race or ethnicity, tenure, and experience.

Ms. Gold’s leadership as Chair of the Board since January 1, 2019—informed by her significant leadership and public company experience—has provided robust guidance and insight to the Board and its oversight of the Company. Mr. Shaheen served as Chair of the Board from September 2012 to December 2018, and since re-joining the Board in 2020 to fill the vacancy created by Len Lauer’s unexpected passing, Mr. Shaheen has remained highly engaged. His perspectives, particularly as an individual who was transformative within the professional services industry, have informed the Company’s strategic goals. In light of Ms. Gold’s and Mr. Shaheen’s continued and substantial contributions as directors, the Board, at the recommendation of the Nominating and Corporate Governance Committee, exercised its right under the amended Corporate Governance Guidelines to nominate Ms. Gold and Mr. Shaheen to additional terms after their 74th birthdays.

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Compensation

*Proposal No. 2 Advisory Resolution* *to Approve Executive Compensation*	33
Recommendation of the Board	33

*Compensation Discussion and Analysis*	34
Delivering Through a Year Like No Other: The Impact of the COVID-19 Pandemic	36
Our Named Executive Officers	38
Executive Compensation Philosophy and Oversight	39
Our Process: From Strategy to Compensation-Related Metrics	40
Governance Insights: Compensation & Impact of COVID-19	43
Elements of Compensation & Compensation Decisions and Actions	45
Other Compensation Elements	49
Other Policies	50
Compensation and Personnel Committee Report on Executive Compensation	52
Compensation Committee Interlocks and Insider Participation	52

*Compensation of Executive Officers* *and Directors*	53
Fiscal Year 2021, 2020, and 2019 Summary Compensation Table	53
Fiscal Year 2021 Grants of Plan-Based Awards	54
Employment Agreements	54
Fiscal Year 2021 Outstanding Equity Awards at Fiscal Year-End	56
Stock Vested in Fiscal Year 2021	57
Fiscal Year 2021 Pension Benefits	57
Fiscal Year 2021 Nonqualified Deferred Compensation	58
Potential Payments Upon Termination or Change of Control	58
Pay Ratio Disclosure	64
Fiscal Year 2021 Compensation of Directors	65
Equity Compensation Plan Information	66

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Proposal No. 2

Advisory Resolution to Approve Executive Compensation

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

•	provide compensation packages to our executives that are competitive with other major employment services firms, a broader group of human capital companies, and similarly-sized publicly traded companies;
•	closely tie individual annual cash incentive awards to the performance of the Company as a whole; and
•	align the interests of senior management with those of our stockholders through direct ownership of Company common stock and by providing a portion of each named executive officer’s direct total compensation in the form of equity-based incentives.

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

We are asking stockholders to approve the following advisory resolution at the 2021 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Korn Ferry (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2021 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation and Personnel Committee will carefully review and consider the voting results when evaluating our executive compensation program. Taking into account the advisory vote of stockholders regarding the frequency of future “say-on-pay” votes at our 2017 Annual Meeting of Stockholders, the Board’s current policy is to include an advisory resolution to approve the compensation of our named executive officers annually. Accordingly, unless the Board modifies its policy on the frequency of future “say-on-pay” votes, the next advisory vote to approve our executive compensation will occur at the 2022 Annual Meeting of Stockholders.

RECOMMENDATION
OF THE BOARD

The Board unanimously recommends that you vote “FOR” the Company’s advisory resolution to approve executive compensation.

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Compensation Discussion and Analysis

Timeline of Compensation Committee Decisions and Actions During the COVID-19 Global Pandemic

COVID-19 Developments China orders lockdowns U.S. reports first COVID-19 death COVID-19 declared a pandemic U.S. President declares national emergency Over 1 million COVID-19 cases worldwide 2 million confirmed cases of COVID-19 in U.S. U.S. records 50,000 new cases of COVID-19 (largest one-day spike at such time) and reports 3 million COVID-19 infections Global Covid-19 deaths surpass 1 million FDA approves Remdesivir as first COVID-19 treatment FDA grants emergency use authorization for COVID-19 vaccines U.S. administers 100Mth dose of vaccine April 28, 2021: $68.50 FY’21 high KF Responses Global offices closed and work from home begins reduced; employees furloughed; base salary reductions implemented Base salary reductions extended until December 31, 2020 and furloughs extended Company decides to pay all colleagues (except senior leaders and non-employee directors) all or a portion of base salary reduction in decides to pay all colleagues full amount of any base salary reduction incurred in Q2 FY’21 Base salaries fully reinstated Company-wide Company decides to repay any base salary reductions incurred in Q3 FY’21 Comp Committee Actions NEOs agree to 50% reductions in base salary through August 31, 2020 Comp Committee decides no bonuses will be paid to NEOs and other members of senior leadership team in respect of FY’20 Non-employee directors agree to 50% reduction of the retainer payable for the period from May 1 – August 31, 2020 One-time decision to grant time-based equity awards in form of restricted stock that would vest over a period of 4 years following grant Non-employee directors agree to extend 50% reduction of their cash retainer through December 31, 2020 50% base salary reductions for NEOs extended until December 31, 2020 FY’21 annual bonus plan established Approved payment to NEOs of an amount equal to reduced base salary not paid for Q2 FY’21 and payment to non-employee directors of an amount equal to reduced cash retainer not paid for Q2 FY’21 performance goals and determined to divide final 6-month performance period for annual incentive plan into two 3-month periods and increased original targets for Q3 FY’21 FY’21 performance goals and increased original Q4 FY’21 targets to near highest quarterly revenue and highest quarterly profitability results in Company’s history Economic Developments U.S. economy loses record 20.8M jobs and real GDP falls 4.8% in Q4 FY’20 Dow drops 7,000 points in one week U.S. unemployment rate rose to 14.7% FY’21 annual bonus plan established One-time decision to grant time-based equity awards in form of restricted stock that would vest over a period of 4 years following grant

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Delivering Through a Year Like No Other: The Impact of the COVID-19 Pandemic

The Onset of the Pandemic and the Impact on the Company’s Business

Like all other companies throughout the world, we experienced significant disruption as a result of the COVID-19 pandemic. In March 2020, during the fourth quarter of our fiscal year 2020, COVID-19 was reported to have spread to over 100 countries, territories, and areas worldwide, and the World Health Organization declared it a pandemic. All of our reportable segments globally were impacted as fee revenue and net income decreased significantly in the fourth quarter of fiscal 2020: by 14.5% and 104%, respectively, compared to the third quarter of fiscal 2020—from $515.3 million (a previous record level) to $440.5 million in fee revenue and from $20 million to ($0.8) million in net income (loss) attributable to Korn Ferry. Our Company’s stock price declined significantly, falling more sharply than the S&P 500.

Implementation of Cost-Saving Measures

During the fourth quarter of fiscal year 2020, we acted swiftly to implement a number of cost-saving measures, including position eliminations, base salary reductions, and furloughs, to align our cost structure with the lower level of business demand that we were experiencing and internally projecting for fiscal 2021. We implemented base salary reductions and eliminated annual cash bonuses that were earned for our named executive officers and the 16 other members of the senior leadership team. Faced with the significant economic uncertainties present in the first months of the COVID-19 pandemic, our named executive officers and non-employee directors agreed to substantial 50% reductions in their base salaries and cash retainer fees, respectively, first in April 2020 (to extend through August 2020) and then again in July 2020 (for the NEOs) and September 2020 (for the non-employee directors) (in each case to extend through December 2020). As an integral part of our cash conservation efforts, the Compensation Committee (the “Committee”) decided not to pay our NEOs any cash bonus for fiscal year 2020 even though they had earned 130% of target through the end of the third quarter of fiscal year 2020 and would have been entitled to bonuses based on the achievement of the pre-established performance goals for the fiscal year (estimated at 107% of target for the full year). As a result of the cost-saving measures we implemented, we managed to minimize the number of job losses, which enabled our people and their leaders to capitalize on the rebound in the economy and achieve all-time highs for quarterly fee revenues and profitability by the fourth quarter of fiscal year 2021, as shown in the Selected Performance Highlights below.

Outlook at the Beginning of Fiscal 2021 When the Compensation Committee Was Tasked With Making Compensation Decisions

By the beginning of fiscal 2021, the impact of COVID-19 was felt throughout all the geographical areas in which we do business. Governments at all levels and most large client companies had implemented social distancing—limiting travel and in-person face-to-face interaction as well as imposing “work from home” or “stay at home” orders. Such restrictions adversely impacted our ability to provide our products and services to our clients. Compared to the prior year, fee revenues for the first three months of fiscal 2021 dropped by 29%, from $484 million to only $344 million. Despite our cost-cutting efforts, the $60 million of operating income for the first quarter of fiscal 2020 had reversed to an operating loss of $43.8 million in the first quarter of fiscal 2021. Internal projections at that time for the remainder of the fiscal year anticipated similarly weak financial results.

Because the Company’s fiscal year ends April 30th, the Committee was tasked with making compensation decisions in early July 2020 when the uncertainties surrounding the pandemic and our business were at their height. While nearly all businesses were affected by the downturn, our stock price, which had dropped by 35% from a recent high of over $43 per share in January 2020 to less than $28 per share in July 2020, fell more sharply than that of the S&P 500. We analyzed how we had responded economically in previous downturns, including the 2008 recession, and projected a long path to recovery. These economic uncertainties were compounded by the social climate at the time, where the world, and the U.S. in particular, was reckoning with long overdue calls for racial and social equality. In addition, the looming U.S. election added further volatility to the economic conditions. At that time, in July 2020, it was reported that U.S. gross domestic product had decreased at an annual rate of 32.9%, the national unemployment rate was at 11.2% compared to 3.7% a year prior, deaths in the U.S. attributed to COVID-19 had passed the 100,000 mark, and it was still uncertain when a vaccine for COVID-19 would be developed, adequately tested, and made widely available.

Pandemic-Related Compensation Decisions to Preserve Continuity in Leadership

Given the dramatic reductions in cash compensation imposed on our NEOs outlined above and in the face of the great economic uncertainty present at the time that the Compensation Committee was making compensation decisions, the Compensation Committee decided to implement compensation strategies designed to incentivize and retain our NEOs, an experienced and seasoned management team in the middle of leading Korn Ferry through a successful multi-year transformation from an Executive Search firm to a diversified organizational consulting firm.

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Pay-for-Performance

In consultation with the Compensation Committee’s independent compensation advisor Pearl Meyer & Partners, LLC (“Pearl Meyer”), the annual bonus plan for fiscal year 2021 was revised by approving one-time target opportunities in excess of the normal annual targets set forth in the NEOs’ employment agreements. This was done (1) to provide the NEOs with additional incentive to focus on performance goals that the Compensation Committee determined were essential to weather the impacts of the pandemic and (2) in recognition of the fact that the Compensation Committee had eliminated the fiscal year 2020 annual cash bonuses.

Maintaining Flexibility via our Annual Bonus Plan Design

For the fiscal year 2021 annual bonus plan, the Compensation Committee, in consultation with Pearl Meyer, established a flexible design and challenging performance targets that they believed were crucial for the Company to prioritize in the face of significant uncertainty and instability from both the economic environment created by the COVID-19 pandemic as well as overall global political and social tensions at the time. Initially, the annual bonus plan for fiscal 2021 was established with two six-month performance periods and one overall one-year performance period (with reductions for any amounts earned during the separate six-month performance periods). The performance goals for each six-month period were initially the same. The Compensation Committee resolved to review the performance targets after six months and revise them as needed to reflect updated conditions. Accordingly, later in the year, because of the rapidly changing business environment and the Company’s performance in the first half of the year, the Compensation Committee, in consultation with Pearl Meyer, further divided the second six-month performance period into two three-month performance periods with significantly higher performance targets and eliminated the overall one-year performance period. This structure allowed the Compensation Committee to assess performance mid-year and evaluate the appropriateness of the performance targets for the third quarter and then again for the fourth quarter of the fiscal year with a greater understanding of the ongoing economic impacts of the pandemic and the Company’s response to those challenges. The structure also enabled the Compensation Committee to establish targets that were challenging so as to motivate the senior executives, including the NEOs, to achieve our short-term goals given the uncertainty of demand for our services. This was done with the best interests of our stockholders in mind to provide agility should the economic conditions improve or deteriorate.

The Board, Compensation Committee, and the Company believe, given the economic uncertainty prevailing at the time, that the performance goals for fiscal year 2021 were set with appropriate rigor. The Committee was able to increase the third quarter goals (from a maximum target of $575 million in fee revenue and 3% in Adjusted EBITDA margin for the combined third and fourth quarters together under the initial annual bonus plan design to a maximum target of $435 million in fee revenue and 10% in Adjusted EBITDA margin for the third quarter alone) and subsequently set the fourth quarter maximum target for fee revenue at $515 million, near the highest quarterly fee revenue ever and the Adjusted EBITDA margin maximum target at 21%, the highest quarterly profitability in the Company’s history. It should be noted that the fee revenue targets aligned to the Company’s internal forecast at the beginning of the third quarter and to the internal forecast as well as external guidance for the fourth quarter.

A Focus on Retention via Annual Equity Awards

In the first quarter of fiscal year 2021, at the time when the Compensation Committee was tasked with making its compensation decisions for the year, the Compensation Committee, in consultation with Pearl Meyer, determined that it was in the Company’s best interests to make a one-time decision to grant the equity component of fiscal 2021 compensation solely in the form of time-based restricted stock awards. This decision was based in part on the difficulty of setting meaningful performance goals given the Company had suspended providing financial guidance for the first time since the Great Recession in fiscal year 2009 due to the tremendous unpredictability in the outlook for demand of the Company’s services, as evidenced by the substantial decrease experienced in the last quarter of fiscal 2020 and the first quarter of fiscal 2021. Also, given that the Compensation Committee had eliminated the fiscal 2020 cash bonuses for NEOs and senior executives, it was based on the Company’s overriding need to retain and incentivize the NEOs and other senior executives to work through the challenging economic environment created by COVID-19 and the prevailing social and political climate, and continue the ongoing transformation of the Company to a diversified organizational consulting firm. The current executive team is in the midst of building a more resilient Company with more durable fee revenues so as to remove some of the cyclicality that erodes stockholder value.

Retaining the current executive team, who built and have been executing the strategy, to navigate the economic downturn was a high priority and a key determinant in the Compensation Committee’s decision-making process. As a result, our Compensation Committee, in consultation with Pearl Meyer, made a one-time decision in early July 2020 that the equity component of compensation for fiscal year 2021 would be comprised solely of time-based equity awards in the form of restricted stock that would vest over a period of four years following grant. In July 2020, the Compensation Committee concluded that the Company and its stockholders would ultimately benefit from this compensation design, given the strong incentive for our NEOs to remain actively engaged in their important roles with the Company and to maximize stockholder value in the face of economic challenges beyond their control. The Compensation Committee concluded that supporting the continuity and commitment of the Company’s leadership team to lead through the entire course of the impact of the COVID-19 pandemic on the Company’s business and continuing to implement the Company’s multi-year strategic transformation initiatives were essential during those uncertain and challenging times, and that losing key executives at such time would be highly detrimental to the Company’s short-term and long-term success.

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A Return to Normalcy

The Board believes that the Company was able to weather the decline in demand in the early months of fiscal 2021 due in large part to the Company’s cost-saving measures, the efforts of all of the Company’s employees, and our NEOs’ strong leadership. As shown in the Selected Performance Highlights below, we were positioned to capitalize on the opportunity to achieve increasingly strong financial and operating performance during the last two quarters of fiscal year 2021 as demand rebounded. At the end of fiscal 2021, our stock price was up 135% compared to the end of fiscal 2020, and up 208% compared to our lowest stock price at the onset of the COVID-19 pandemic in March 2020. We believe the compensation decisions described above provided the right mix of incentives to our NEOs and other senior executives and significantly contributed to the Company’s outstanding financial and operating results in the last two quarters of fiscal 2021. Given the current strong demand for the Company’s services, the Compensation Committee has returned to our historical compensation practices for fiscal year 2022, with 60% of the equity-based awards to the NEOs being in the form of performance awards.

Our Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) section provides a detailed description of our compensation philosophy, practices, and the factors and process used in making compensation decisions with respect to our fiscal year 2021 named executive officers (“NEOs”):

Name	Title
Gary D. Burnison	President and Chief Executive Officer
Robert P. Rozek	Executive Vice President, Chief Financial Officer and Chief Corporate Officer
Byrne Mulrooney	Chief Executive Officer of RPO, Professional Search and Digital
Mark Arian	Chief Executive Officer of Consulting

Selected Performance Highlights

I	Generated all-time high quarters of Net Income Attributable to Korn Ferry of $51.3 million and $66.2 million with Operating Margins of 13.7% and 15.5%, and Adjusted Net Income Attributable to Korn Ferry* of $51.9 million and $66.2 million, in the third and fourth quarters of fiscal year 2021, respectively. This compares to $20.0 million and $(0.8) million of Net Income (Loss) Attributable to Korn Ferry with Operating Margins of 6.1% and 5.0%, and $41.0 million and $32.7 million of Adjusted Net Income Attributable to Korn Ferry* in the third and fourth quarters in the fiscal year 2020, respectively.

I	Achieved all-time high quarters of Adjusted EBITDA* of $96.7 million and $112.8 million, and a 20.3% Adjusted EBITDA margin*, in the third and fourth quarters of fiscal year 2021.

I	Achieved all-time high in both Diluted Earnings Per Share of $0.94 and $1.21, and Adjusted Diluted Earnings Per Share* of $0.95 and $1.21, in the third and fourth quarters of fiscal year 2021, respectively.

Adjusted Net Income Attributable to Korn Ferry, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures. For a discussion of these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.

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Stockholder Engagement and Consideration of Last Year’s Say on Pay Vote

Korn Ferry interacts with its stockholders to obtain stockholder views on various topics from our Company strategy to capital allocation and executive compensation. These interactions are typically led by our Chief Financial Officer and the head of our Investor Relations. During these interactions, our stockholders have expressed many viewpoints on a variety of topics generally focused on financial performance. Our stockholders have expressed support for the Company’s compensation philosophy in that they want alignment between performance and pay.

At the 2020 Annual Meeting of Stockholders, approximately 97% of the votes cast were in favor of the advisory vote to approve executive compensation. The Company did not make any changes to our executive compensation programs for fiscal year 2021 directly as a result of the advisory vote. As described in this Compensation Discussion and Analysis, however, for fiscal year 2021 the Company made substantial one-time changes to our compensation program that were designed to incentivize and retain our NEOs in the face of economic uncertainty as a result of the COVID-19 pandemic. The Company values the views of our stockholders and will continue to consider our stockholders’ input in all facets of our business, including executive compensation.

Best Practice Highlights

	Use of Independent Compensation Consultant. The Committee receives objective advice from its independent compensation consultant
	Modest Perquisites. NEOs receive only modest perquisites
	Clawback Policy. The Board has adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers
	No Single Trigger Equity Payments. The NEOs are not entitled to any “single trigger” equity acceleration in connection with a change in control
	Stock Ownership Policy. NEOs are required to hold three times their base salary in Company common stock
	Peer Group Analysis. The Company reviews total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of the compensation components for the NEOs 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 organizational consulting firm
	No Hedging; No Speculative Trading; No Pledging. The Company has adopted policies prohibiting hedging, speculative trading, or pledging of Company stock
	No Excise Tax Gross-Ups. Our NEOs are not entitled to any such gross-up

Executive Compensation Philosophy and Oversight

Philosophy

The Company is a global organizational consulting firm. The Company helps its clients design their organization—the structure, the roles and the responsibilities, as well as how they compensate, develop and motivate their people. As importantly, the Company helps organizations select and hire the talent they need to execute their strategy. The Company’s unique global positioning allows it to maintain enhanced brand visibility and to attract and retain high-caliber consultants. As of April 30, 2021, the Company provides its services to a broad range of clients through the expertise of approximately 2,669 consultants and execution staff who are primarily responsible for originating client services and who are located in 53 countries throughout the world. Accordingly, the Company’s executive officers must have the skills and experience to manage and motivate an organization spread over a large number of countries with varying business and regulatory environments. The market for these talented individuals is highly competitive. The Company’s compensation philosophy focuses on attracting, retaining, and properly rewarding the right candidates for their contributions.

The Committee is diligent about establishing an executive compensation program offering competitive total direct compensation opportunities, which are aligned to stockholder return by incentivizing executives to focus on both short- and long-term Company performance via participation in our annual bonus plan, where payouts require achieving pre-established goals related to Company performance, and the grant of long-term equity incentive awards, where the value realized by executives will proportionately increase in connection with a corresponding increase in our stock price.

For fiscal year 2021, as a result of the impacts of the COVID-19 pandemic, the Company’s compensation philosophy was primarily focused on balancing incentives to maximize stockholder value with creating a strong incentive for our NEOs to remain with the Company in the face of economic challenges beyond their control, as described in more detail above under the heading Pandemic-Related Compensation Decisions to Preserve Continuity in Leadership.

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The Committee remained guided by the following principles in establishing and assessing the fiscal year 2021 compensation programs and policies for the NEOs:

•	Individual annual cash incentive awards should be closely tied to the performance of the Company as a whole or one or more of its divisions or business units and any exceptions to that goal should be based on compelling circumstances and be as limited in scope as reasonably possible;
•	The interests of senior management and the Company’s stockholders should be aligned through direct ownership of Company common stock and by providing a 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.

*	Equity awards based upon grant date value.

Our Process: From Strategy to Compensation-Related Metrics

Typically, the process for setting annual compensation-related metrics begins at an annual off-site meeting where the Company reviews with the Board its Strategic Plan (including goals and objectives). As part of the Strategic Plan, the Company establishes a Strategy Execution Framework to drive performance and achievement of its strategic goals. In fiscal year 2021, however, as a result of the COVID-19 pandemic, the Committee focused on an approach defined by Safety, Caution and Agility, and implemented a cost reduction plan including:

SEC Form DEF 14A filed by Korn Ferry