Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Our stockholders will be asked to consider eight nominees for election to our Board of Directors to serve for a one-year term until the ~~2018~~2021 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 2019 Annual Meeting of Stockholders, with the exception of George Shaheen, who retired from our Board of Directors at the 2019 Annual Meeting of Stockholders and rejoined our Board of Directors in April 2020 after the unexpected passing of Len Lauer. In light of 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 Mr. Shaheen to a second additional term after his 74th birthday.

The names of the eight nominees for director and their current ~~position~~positions with the Company are set forth ~~below.~~in the table to the right. Detailed biographical information regarding each of these nominees is provided in this Proxy Statement under the heading “The Board of Directors.” ~~All of the nominees, with the exception of Mr. Burnison, have been determined by the Board to be independent under the rules of The New York Stock Exchange (the “NYSE”).~~

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. The Company did not receive any stockholder nominations for director. Mr. Shaheen was identified by the Nominating and Corporate Governance Committee. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

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—~~election — a circumstance we do not anticipate at the Annual ~~Meeting—director~~Meeting — directors are elected by a plurality ~~vote.~~of the votes cast.

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. 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 ~~2018~~2021 Annual Meeting of Stockholders or their earlier death, resignation or removal:

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

The Board held ~~five~~seven meetings during fiscal year ~~2017.~~2020. Each of the incumbent directors ~~who were on the Board at the time~~ attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal ~~2017.~~year 2020. Directors are expected to attend each annual meeting of stockholders. ~~All~~Seven of the directors ~~then serving~~then-serving attended the ~~2016~~2019 Annual Meeting of Stockholders in person. William Floyd, who was not standing for re-election, did not attend.

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:

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, ~~ethnicity~~ and ~~age.~~ethnicity. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee ~~does believe~~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 ~~situation~~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 ~~at pursuing~~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 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. 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 2020, 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 board of directors.

The biographies below set forth information about each of the director nominees, ~~for director,~~ including each such person’s specific experience, qualifications, attributes, and skills that led our Board to conclude that such ~~nominee/~~director nominee should serve on our ~~Board.~~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 below under “Corporate Governance—Board Committees—Nominating and Corporate Governance ~~Committee”.~~

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.~~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 ~~numerous energy industry organizations such as~~ Capital Power Corporation ~~Argonne National Laboratory, Keystone Center & Energy Board (Trustee)~~ and ~~University~~Quanta Services, in addition to being a member of ~~Texas Energy Institute. Mr. Beneby also serves as a Trustee for his alma mater,~~ the ~~University~~board of ~~Miami.~~the Midland Business Alliance.

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 ~~and~~& Company, Inc., the principal operating subsidiary of Jefferies Group, Inc. Prior to that, Mr. Burnison was a partner at KPMG Peat Marwick.

Mr. Floyd served as Chairman of the Board of Buffet Holdings, Inc., which through its subsidiaries owns and operates a chain of restaurants in the United States, from June 2009 to July 2012. He has over 30 years of experience in service industries, including restaurants, lodging and healthcare. His prior positions include, among others, Chairman and Chief Executive Officer of Physiotherapy Associates (which was formed by the merger of Benchmark Medical, Inc. and Physiotherapy Corporation), a provider of outpatient physical rehabilitation services in the United States, from June 2007 to February 2009; Chairman and Chief Executive Officer of Benchmark Medical, Inc. from November 2006 to June 2007; Chairman and Chief Executive Officer of Beverly Enterprises, Inc. from December 2001 to March 2006 (he joined Beverly Enterprises in April 2000 as President and Chief Operating Officer); President and Chief Executive Officer of Choice Hotels International from October 1996 to May 1998; and various executive positions within PepsiCo Inc.’s restaurant group from December 1989 to September 1996, including as Chief Operating Officer of Kentucky Fried Chicken from August 1994 through July 1995 and as Chief Operating Officer of Taco Bell Corp. from July 1995 until September 1996. Mr. Floyd currently serves on the board of El Pollo Loco Holdings, Inc., Muzinich Capital LLC, and Pivot Physical Therapy, a private equity-owned physical therapy business, as a member and Chairman Emeritus of the Board of Trustees of Valley Forge Military Academy and College, is on the Board of Overseers at the University of Pennsylvania School of Nursing and is a member of the Union League of Philadelphia. Mr. Floyd received a BA degree from the University of Pennsylvania and a MBA from the Wharton School.

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 ~~CEO~~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 & ~~CEO~~Chief Executive Officer of Avon Canada. Ms. Gold is currently a director of ~~ITT Corporation,~~ International Flavors & Fragrances, ~~Inc. and New York Life Insurance. From October 2011 to May 2013, Ms. Gold was a director of Exelis,~~ 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 is also on the Board of Governors of Carleton University in Ottawa Canada.

Mr. Leamon served as Global Managing Director for Deloitte ~~& Touche~~ 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, heMr. 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, heMr. Leamon was leader of the M&A practice for more than ~~ten~~10 years. Throughout his career, heMr. 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, ~~and~~ Geller & Company, and ~~serves as the~~Jackson Hewitt Tax Services, and he is Chairman of the Americares Foundation. Mr. Leamon is also a ~~Senior Advisor to~~Limited Partner of Lead Edge ~~Investments.~~Capital. He is also ~~a former member~~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 ~~also~~ a certified public accountant.

Mr. Martinez is ~~currently~~ the ~~non-executive~~former President, Chief Executive Officer and Chairman of the Board of Directors of Deckers Brands (formerly known as Deckers Outdoor ~~Corp.~~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 ~~CEO~~Chief Executive Officer and President of Deckers from April 2005 until his retirement in ~~May~~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 ~~January 2005 to March 2005, after serving as President and Chief Executive Officer from~~ April 2003 to ~~December 2004, and as an independent consultant since June 2001.~~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. Mr. Martinez graduated from the University of California, Davis, in 1977.

Ms. Perry currently serves on the boards of directors of ~~Accenture, Inc. (and~~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) (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)~~2011 and ~~Genworth Financial Inc. (elected December 2016)~~Chair since July 2018). She was a member of the ~~board~~Board (from June 2013) and ~~chair~~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.~~2016, where she served as Chair of the Board’s Governance Committee. Ms. Perry served on the ~~board~~Board of ~~directors~~Directors and ~~chair~~Chair of the ~~human resources~~Human Resources and ~~compensation committee~~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 ~~member~~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 ~~member~~trustee of CED. She worked at Moody’s Corporation from 1992 to ~~2004.~~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. ~~Ms. Perry has also been a managing member of Perry Consulting LLC, an advisory firm specializing in credit risk management and governance within the financial industry since 2008.~~

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.

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.~~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 ~~CEO~~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~~[24]7.ai Customer, Marcus & Millichap, and Green Dot Corporation. 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 aan MBA from Bradley University.

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.~~Board, as well as information regarding our Corporate Responsibility Program. The highlights of our corporate governance program are included below:

The Board has determined that as of the date hereof a majority of the Board is “independent” under the independence standards of ~~the NYSE.~~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, ~~William R. Floyd,~~ Christina A. Gold, Jerry P. Leamon, Angel R. Martinez, Debra J. Perry, Lori J. Robinson and George T. Shaheen. ~~In addition,~~William R. Floyd and Len J. Lauer qualified as independent during ~~his term of service, former director Harry L. You was determined to be “independent” under~~ the ~~NYSE standards.~~period they served on the Board.

For a director to be ~~“independent”,~~“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 independent directors of the Board meet regularly in executive sessions outside the presence of management. ~~Mr. George Shaheen,~~Ms. Christina Gold, as Chair of the Board, currently presides at all executive sessions of the independent directors. ~~Subject to his reelection at the Annual Meeting, Mr. Shaheen will continue in this role following the Annual Meeting.~~

All current members of the Board, with the exception of our CEO, Mr. Burnison, are independent. Further, all members of our Audit Committee, Compensation and Personnel Committee and Nominating and Corporate Governance Committee are independent.

The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and ~~CEO~~Chief Executive Officer in the manner it considers to be in the best interests of the Company and that the role of Chair and ~~CEO~~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, ~~Mr. George Shaheen. Mr. Shaheen~~Ms. Gold. Ms. Gold will continue to serve as Chair of the Board, subject to ~~his~~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 ~~CEO~~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 ~~bests~~best interests of the Company to combine the role of Chair and ~~CEO.~~Chief Executive Officer.

~~BOARD’S OVERSIGHT OF ENTERPRISE RISK AND RISK MANAGEMENT~~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 ~~the Company’s~~ 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, ~~whose responsibilities include periodically reviewing management’s financial and operational risk assessment and risk management policies, the Company’s major financial risk exposures,~~ and the ~~steps management has taken to monitor and control such exposures. The~~ Company’s other Board committees also consider and address risk during the course of their performance of their committee ~~responsibilities. Specifically,~~responsibilities, as summarized in the Compensation and Personnel Committee reviews the risks related to the Company’s compensation programs for senior management, discussed in more detail below, and the Nominating and Corporate Governance Committee oversees risks associated with operations of the Board and its governance structure. Further, the General Counsel periodically reports to the Board on litigation and other legal risks that may affect the Company. The full Board monitors risks through regular reports from each of the Committee chairs and the General Counsel, and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. following graphic.

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.

During fiscal ~~2017,~~year 2020, the Company ~~completed~~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 ~~multi-year~~multiyear time horizons (and, in the case of named executive officers, also subjecting a majority of ~~which are also subject~~their equity awards to the achievement of performance goals); and maintaining stock ownership guidelines 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.

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. ~~The Nominating and Corporate Governance Committee expects, at such time, to recommend to the Board the appointment of Mr. Martinez to a Board Committee or Committees.~~

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 ~~area~~areas of compliance with legal and regulatory requirements, business conduct and conflicts of interest. The Audit Committee is composed entirely of non-employee directors whom the Board has determined are “independent directors” under the applicable listing standards of the NYSE and the applicable rules of the Securities and Exchange Commission (the “SEC”). The Board, in its business judgment, has determined that Ms. Perry and Messrs. Leamon and Floyd are “financially literate,” under the NYSE rules, and that Mr. Leamon and Ms. Perry qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. 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. The Audit Committee met nine times in fiscal 2017. The Audit Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website and in print to any stockholder that requests it. To access the charter from the Company’s website, go to www.kornferry.com, select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page. Requests for a printed copy should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

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. The Board has determined that all members of the Compensation and Personnel Committee are “independent directors” under the applicable listing standards of the NYSE. The Compensation and Personnel Committee met eight times during fiscal 2017. The Compensation and Personnel Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website and in print to any stockholder that requests it. To access the charter from the Company’s website, go to www.kornferry.com, select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page. Requests for a printed copy should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

In evaluating nominations, the Nominating and Corporate Governance Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability and willingess to commit ~~sufficient~~adequate time and attention to Board activities, and the absence of potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee, with the assistance of the Company’s executive search business, identified and recommended to the Board that Angel R. Martinez be nominated as a director in this Proxy Statement to serve as a director until the 2018 Annual Meeting of Stockholders. Any stockholder recommendations for director are evaluated in the same manner as all other candidates considered by the Nominating and Corporate Governance Committee. 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. ~~The Board has determined that~~Any stockholder recommendations for director are evaluated in the same manner as all ~~members of~~other candidates considered by the Nominating and Corporate Governance Committee are “independent directors” under the applicable listing standards of the NYSE. The Nominating and Corporate Governance Committee met five times in fiscal 2017. The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website and in print to any stockholder that requests it. To access the charter from the Company’s website, go to www.kornferry.com, select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page. Requests for a printed copy should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.Committee. Stockholders may recommend director nominees by mailing submissions to ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

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 items, 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. And in 2020, the Board modified the Corporate Governance Guidelines (as described below) to adopt a 10-term service limit to encourage Board refreshment.

~~CODE OF BUSINESS CONDUCT AND ETHICS~~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. The Code of Business Conduct and Ethics is available on the Company’s website and in print to any stockholder that requests it. To access the Code of Business Conduct and Ethics from the Company’s website, go to www.kornferry.com, select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page. Requests for a printed copy should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. We intend to post on the Company’s website amendments or waivers, if any, to the Code of Business Conduct and Ethics, ~~as well as any waivers thereunder,~~ with respect to our officers and directors ~~as required~~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 ~~be disclosed~~make a commitment to abide by the ~~SEC~~Code, and ~~NYSE rules.~~the Company’s values and ethical business conduct practices. Our ethical business conduct practices and oversight include the following:

The Board has 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~~

In August 2020, the Board, at the recommendation of the Nominating and Corporate Governance ~~Guidelines are available on the Company’s website and in print to any stockholder that requests it. To access~~Committee, amended the Corporate Governance Guidelines from the Company’s website, go to www.kornferry.com, select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page. Requests for a printed copy should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.as follows:

Ten-Term Service Limit. The Board adopted 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.

~~ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~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:

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 ~~2017~~2020 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of ~~Korn/~~Korn Ferry ~~International~~ (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 ~~2017~~2020 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. ~~As described in Proposal No. 3,~~Taking into account the advisory vote of stockholders ~~are being given the opportunity to express their preference for~~regarding the frequency of future “say-on-pay” ~~votes. The~~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, but will consider the outcome of the advisory vote in Proposal No. 3 on the frequency of “say-on-pay” votes. Unless~~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 ~~2018~~2021 Annual Meeting of Stockholders.

~~COMPENSATION DISCUSSION AND ANALYSIS~~Compensation Discussion and Analysis

~~EXECUTIVE SUMMARY: FOCUS ON PAY-FOR-PERFORMANCE~~Executive Summary: Focus on Pay-for-Performance

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 ~~2017~~year 2020 named executive officers (“~~NEOS”~~NEOs”), namely:

Selected Performance Highlights

The Company had strong financial and operating performance during fiscal ~~2017.~~year 2020. Below are ~~a few~~some performance highlights:

	Achieved Fee Revenue of $1.93 Billion, representing an all-time high

~~Achieved record Fee Revenue~~	Generated $105 Million of~~$1.57 Billionrepresenting a21% increaseyear over year~~ net income attributable to Korn Ferry and ~~the Company’s highest annual Fee Revenue in its 47-year history~~9.1% operating margin

~~Achieved Diluted Earnings Per Share~~	Maintained strong earnings and profitability with $301 Million of~~$1.47representing~~ Adjusted EBITDA and a~~153% increaseyear over year~~ 15.6% Adjusted EBITDA margin*

	Enhanced the training and development capabilities of the new Korn Ferry Digital Segment with the acquisitions of Miller Heiman, AchieveForum and Strategy Execution

	Named ~~the~~#1by Forbes Magazine as America’s Best Executive Recruiting Firmin ~~North America~~2020 for the fourth consecutive year, and again named as a top Professional Search Firm

	Ranked as the Overall Leader for Employee Engagement Services in HRO Today’s “Baker’s Dozen” Customer Satisfaction Ratings 2020 for the second consecutive year

	Earned a perfect score of 100 on the 2020 Human Rights Campaign Foundation’s Corporate Equality Index for the second consecutive year

	Named by ~~Forbes Magazine (2017) andFuturestepwas named the~~#1Everest Group’s PEAK Matrix 2020 as a Leader in Recruitment Process Outsourcing ~~Firmby HRO Magazine (2016)~~

~~Completed operational integration following ouracquisition of the Hay Group~~

~~Futurestep achieveddouble digit Fee Revenue growth~~for the third consecutive year, ~~achieving growth at~~and as a ~~pace~~Star Performer

	~~faster than~~Recognized by Working Mother as one of the ~~overall industry~~2019 Best Companies

~~Returned $23.3 Million to stockholdersthrough quarterly dividend payments and$28.8 Million to stockholdersthrough share repurchases~~

~~2017 Proxy Statement~~

Awarded the 2020 Silver Status Medal from EcoVadis for Corporate Social Responsibility practices for the second consecutive year

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The following chart graphically displays the Company’s Fee Revenue performance for ~~the last~~ three fiscal years:

~~Fee Revenue (in-millions)~~

~~Stockholder Value Delivered~~

~~share~~
appreciation*

*~~Comparison~~

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For a discussion of ~~closing price on last trading day of FY 17 v FY 16~~

~~5-YEAR TOTAL STOCKHOLDER~~
~~RETURN (TSR)~~^*
~~KFY vs. S&P 500 vs.~~these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy ~~Peer Group~~

* For additional details on how this graph was prepared, including the peer group for purposes of this graph, see “Part II, Item 5, Performance Graph” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2017, which was filed with the SEC on June 28, 2017.Statement.

~~2017~~

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Governance Insights

~~Spotlight on CEO Pay Alignment~~

Compensation & Impact of COVID-19

Q & A ~~primary focus~~with Jerry Leamon, Chair of our compensation program is aligning executive pay with stockholder interests. A key element used to achieve this goal is providing annual incentive compensation opportunities that only result in payouts based on the ~~extent of achievement of pre-established performance criteria. As described in more detail below, our~~ Compensation and Personnel Committee ~~(the “Committee”) sets~~

Question: How did the Committee respond to the challenges posed by COVID-19?

The Committee decided to eliminate any payouts from the Company’s short-term incentive bonus plan for our named executive officers. Consistent with prior years, the Committee initially selected performance metrics ~~(and associated targets) consisting of financial goals and~~grounded in the Company’s strategic execution Key Performance Indicators (KPIs). With the exception of certain minimum guaranteed payouts made as part of the negotiations with new hires, executives are not guaranteed payouts under the annual cash incentive plan and ~~payouts from year to year will vary based on achievement of the applicable~~separated into two categories: financial metrics and strategy execution ~~KPIs.~~Key Performance Indicators (“KPIs”).

The charts below show the components of Mr. Burnison’s total compensation for fiscal years 2016 (excluding the grant date value of his one-time Synergy RSU award) and 2017 and our corresponding achievement of the applicable KPIs under the annual cash incentive plan for each year. While we exceeded targetperformance goals under the ~~annual~~short-term incentive bonus plan ~~in both fiscal years~~were challenging and ~~in almost all cases~~set at a level that was higher than the previous year’s performance goals. The Company’s achievement of such pre-established performance goals during fiscal year ~~2017 results exceeded those~~2020 was strong through January 31, 2020, and at that time our named executive officers were projected to receive approximately 1.3 times their target amounts for the full year. However, the Committee decided, based in part on the recommendation of the Chief Executive Officer, to reduce our named executive officers’ bonus payouts to $0 for fiscal year 2020. The Committee determined that this was the proper action to take given the impact of COVID-19 on the Company in the fourth quarter of fiscal year ~~2016 as described in further detail below, in light~~2020, the current and projected impact of ~~the challenging goals~~COVID-19, and the ~~fact~~other cost reduction actions taken by the Company in response to COVID-19. Based upon full year performance, the Company estimates that ~~targets are generally set at higher levels year over year, Mr. Burnison’s fiscal 2017 achievement under~~its NEOs may have otherwise achieved approximately 1.07 times their target amounts. In addition, the ~~plan resulted~~Committee and the named executive officers agreed to a 50% reduction in ~~a payout equal to approximately 140% of target as compared to approximately 184% of target in fiscal 2016.~~each named executive officer’s base salary, effective May 1, 2020 through August 31, 2020. The Committee ~~will continue~~and the named executive officers subsequently agreed to ~~set challenging performance goals in~~extend the ~~future to incentivize superior performance year over year.~~

~~TOTAL COMPENSATION~~	~~ANNUAL CASH INCENTIVE~~	~~KPI ACHIEVEMENT PERCENTAGE~~
~~(in millions)~~	~~(in millions)~~

reduction through December 31, 2020.

~~2017 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 ~~2016~~2019 Annual Meeting of Stockholders, approximately ~~81%~~94% of the votes cast were in favor of the advisory vote to approve executive compensation. In ~~fiscal 2017, the Company engaged with stockholders to discuss the Company’s compensation programs. In~~ consideration of ~~such discussions and~~ the stockholder vote at the ~~2016~~2019 Annual Meeting of Stockholders, as well as the Company’s ~~increased~~ performance, the Committee decided to maintain our executive compensation programs for ~~2017.~~fiscal year 2020. The Company will continue to ~~engage~~consider our ~~stockholders this year and in future years and consider their~~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.~~Named executive officers~~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 ~~named executive officers~~NEOs are not entitled to any “single trigger” equity acceleration in connection with a change in control

	Focus on Performance-Based Equity Awards.A majority of the annual equity awards granted to ~~named executive officers are~~NEOs were subject to the achievement of rigorous performance goals

	Stock Ownership Guidelines.~~Named executive officers~~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 ~~named executive officers~~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 human capital management 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 ~~named executive officers~~NEOs are not entitled to any such gross-up

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~~EXECUTIVE COMPENSATION PHILOSOPHY AND OVERSIGHT~~Executive Compensation Philosophy and Oversight

Philosophy

The Company is a ~~premier~~ global ~~provider of talent management solutions including executive recruitment, leadership~~organizational consulting ~~services and high impact recruitment solutions.~~firm. The Company ~~is uniquely positioned to help~~helps its clients ~~with~~design their ~~human capital needs by assisting our clients~~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 ~~design, build and attract talent.~~execute their strategy. The Company’s unique global positioning allows it to maintain enhanced brand visibility and to attract and retain high-caliber consultants. ~~The~~As of April 30, 2020, the Company provides its services to a broad range of clients through the expertise of approximately ~~517 Executive Search, 557 Hay Group (formerly known as LTC~~2,979 consultants and ~~which was combined with HG (Luxembourg) S.à.r.l in December 2015) and 256 Futurestep consultants~~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 through established performance criteria grounded in the Company’s Strategic Plan and Annual Operating Plan (“AOP”).

~~2017 Proxy Statement~~

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The Committee is guided by the following principles in establishing and assessing compensation programs and policies for the ~~named executive officers:~~NEOs:

•	Individual annual cash incentive and equity-based awards should be closely tied to the performance of the Company as a whole or one or more of its divisions or business units, as well as to the team and individual performance of the ~~named executive officer;~~NEO;
•	The interests of senior management and the Company’s stockholders should be aligned through direct ownership of Company common stock and by providing a portion of each ~~named executive officer’s~~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.

CEO COMPENSATION MIX*	OTHER NEO COMPENSATION MIX*

Equity awards based upon grant date value. ~~Excludes Mr. Kaye, whose employment terminated during~~The annual cash incentive percentage is based on the allocation initially determined by the Committee for fiscal year ~~and Mr. Arian, who joined~~2020. In light of the ~~Company in~~impact of COVID-19, the ~~fourth quarter of~~Committee decided to eliminate the annual cash incentive payouts for fiscal ~~2017.~~year 2020.

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~~OUR PROCESS: FROM STRATEGY TO COMPENSATION-RELATED METRICS~~Our Process: From Strategy to Compensation-Related Metrics

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 (“SEF”) to drive performance and achievement of its strategic goals. That framework is represented by the five pillars below; each of which is comprised of detailed activities which, when executed, are designed to drive financial performance goals set within the Company’s Strategic Plan:

•	integrated, solutions-based go-to-market strategy,
•	~~extend~~deliver client excellence and ~~elevate the brand,~~innovation,
•	~~unparalleled client excellence,~~create the top-of-mind brand in organizational consulting,
•	premier career destination, and
•	~~non-executive search solutions.~~pursue transformational opportunities at the intersection of talent and strategy.

In setting the financial goals that underlie the Strategic Plan, the Company considers a number of internal and external factors ~~such as:~~including:

•	revenue growth in excess of GDP expectations,
•	projected macro-economic data ~~such as~~including employment trends,
•	forecasted GDP in the countries where the Company has significant operations,
•	internal investment activities,
•	market expectations for revenue and earnings growth for recruiting, staffing and ~~staffing~~human capital industry public companies,
•	recent and expected levels of new business activity,
•	increased productivity of fee earners,
•	focus on increasing Executive ~~Recruitment, Futurestep~~Search, RPO, Professional Search, Consulting and ~~Hay Group~~Digital collaboration efforts, and
•	leveraging the ~~executive search~~Executive Search relationships to drive cross line-of-business revenue growth.

Then, ~~during an end of fiscal year process,~~ the Board approves an AOP for the upcoming fiscal year. For the ~~named executive officers,~~NEOs, the Committee establishes annual bonus plan targets with financial and strategic execution KPIs that are derived from the SEF and AOP.

~~2017 Proxy Statement~~

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Such financial targets and strategic execution KPIs form the basis for each ~~named executive officer’s~~NEO’s annual cash incentives and are tracked and measured during the course of the year with the year-end results audited by Internal Audit and reported to the Committee for determining year-end annual cash bonus awards.

Use of Independent Advisor

The Committee retains compensation consultants to assist it in assessing the competitiveness of the ~~named executive officers’~~NEOs’ compensation. In fiscal ~~2017,~~year 2020, the Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”). Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Committee has reviewed the independence of Pearl Meyer and conducted a conflicts of interest assessment (taking into consideration factors specified in the NYSE listing standards) and has concluded that Pearl Meyer is independent and ~~their~~its work for the Committee has not raised any conflicts of interest. No other fees were paid to Pearl Meyer except fees related to ~~their~~its services to the Committee.

Use of a Peer Group

The Company does not target or position ~~named executive officer~~NEO pay levels at a specific percentile level relative to a peer group. Rather, the Company reviews total direct compensation and the mix of the compensation components relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global human capital management firm.

Because a number of the Company’s peer organizations are privately-held, precise information regarding executive officer compensation practices among the Company’s competitor group is difficult to obtain. In addition, even when such data is available, meaningful differences in size, complexity and organizational structure among the Company’s peer group make direct comparisons of compensation practices challenging and require exercise of judgment. In assessing the competitiveness of the Company’s ~~named executive officer~~NEO compensation, the Committee relies on information obtained from the proxy statements of publicly-traded competitors, information derived from data obtained from other public sources with respect to competitor organizations, and the general knowledge of the Committee and its compensation consultant with regard to the market for senior management positions.

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~~During~~For fiscal ~~2017,~~year 2020, the Committee ~~continued to use~~used the following companies as a peer group:

CBIZ, Inc.	~~Navigant Consulting,~~Kforce Inc.
FTI Consulting, Inc.	Resources Connection, Inc.
Heidrick & Struggles International, Inc.	Robert Half International Inc.
Huron Consulting Group Inc.	The Corporate Executive Board Company*Willis Towers Watson
ICF International, Inc.	~~The Dun & Bradstreet Corporation~~TrueBlue, Inc.
Insperity, Inc.	~~Willis Towers Watson~~
Kelly Services, Inc.	~~TrueBlue, Inc.~~
~~Kforce Inc.~~

*	~~The Corporate Executive Board Company was part of the peer group at the beginning of fiscal 2017 when compensation decisions were made but has since been removed due to its acquisition in April 2017.~~

This peer group was primarily selected based upon criteria such as business lines, operating model, customer base, revenue, market capitalization and entities with which the Company competes for stockholder investment. The Committee reviews the peer group on an annual basis.

Revenue and market capitalization data for this peer group ~~(excluding The Corporate Executive Board Company)~~ and the Company are as follows:

	Market capitalization				Market capitalization (as of July 9, 2020)		Revenues*
	(as of July 13, 2017)		Revenues*
Fiscal 2017 Peer Group Median	$	967,222,000	$	1,511,703,000
Fiscal 2020 Peer Group Median (including Korn Ferry)					$	1,131,000,000	$	1,705,612,500
Korn Ferry**	$	1,960,000,000	$	1,621,669,000	$	1,440,000,000	$	1,932,700,000

*	Peer company total revenues computed for 12 months ending as of the applicable company’s most recent annual report (as of July ~~13, 2017)~~9, 2020). ~~When factoring in the Company, the Company represents the median in terms of total revenues.~~
**	As of the Company’s fiscal year ended April 30, ~~2017.~~2020.

While the Committee does not target a particular position relative to its peer group in determining the salary, annual cash incentive and long-term incentive levels for each ~~named executive officer,~~NEO, the Committee does consider the range of salary, annual cash incentive and long-term incentive levels that the peer group provides to similarly situated executives and intends that the levels provided to each ~~named executive officer~~NEO fall within that range. The ~~salary, annual cash incentive and long-term incentive~~compensation levels for fiscal ~~2017~~year 2020 generally fell within this range and are generally intended to be within the 25^thto 75^thpercentile of the range.

~~2017 Proxy Statement~~

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~~ELEMENTS OF COMPENSATION~~Elements of Compensation & ~~COMPENSATION DECISIONS AND ACTIONS~~Compensation Decisions and Actions

Base Salary

Base salary is intended to compensate ~~named executive officers~~NEOs for services rendered during the fiscal year and to provide sufficient fixed cash income for retention and recruiting purposes. ~~Named executive officer~~NEO base salary levels are reviewed on an annual basis by the Committee. In addition to competitive data from the peer group, data is also obtained from other sources with respect to non-public competitor organizations. The Committee also incorporates its perspective and the market knowledge of its compensation consultant related to senior management positions in assessing base salary levels. Further, the Committee takes into consideration individual performance of each ~~named executive officer~~NEO and, with respect to the ~~named executive officers~~NEOs other than the Chief Executive Officer, input from the Chief Executive Officer. There were no changes to the base salaries of ~~Messrs. Burnison, Rozek, and Mulrooney. Mr. Kaye and Mr. Arian were employed~~our NEOs for fiscal year 2020.

In order to assist the Company’s efforts in weathering the economic environment created by COVID-19, the Company ~~for only~~and each of the named executive officers agreed to a ~~portion of fiscal year 2017~~reduction in each named executive officer’s base salary by 50%, effective May 1, 2020 through August 31, 2020, and ~~neither participated in~~it was subsequently agreed that the Company’s annual cash incentive program or received annual grants under its equity program; rather each received off-cycle compensation in connection with their commencement of employment with the Company. Thus, Mr. Kaye and Mr. Arian’s fiscal year 2017 compensation is addressed separately on page 38.reductions would be extended through December 31, 2020.

Annual Cash Incentives

Annual cash incentives are intended to motivate and reward ~~named executive officers~~NEOs for achieving financial and strategy execution goals over a one-year period. The Committee determines annual cash incentive amounts based upon a number of factors including financial goals, strategy execution objectives, competitive data, and individual performance, as described in more detail below.

While the Committee ~~does~~ primarily ~~base~~bases annual cash incentive awards on performance against these objectives for the year, it retains negative discretion in determining actual bonus payouts. Annual cash incentives are typically paid in cash, but the Committee ~~has discretion~~may choose to pay a portion of the annual cash incentive in equity or other long-term incentives.

~~2017~~

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	*~~Governance Insights:~~*~~PAY ALIGNMENT AND RETENTION~~

	~~Q & A WITH JERRY LEAMON, CHAIR OF THE COMPENSATION AND PERSONNEL COMMITTEE~~

	~~Question:How do the elements of your compensation program align the interests of executives with those of stockholders?~~

	A majority of executive pay is tied to Company performance metrics. First, our annual incentive plan serves to motivate and reward executives for achieving financial and strategy execution goals over a one-year period. Executives only earn a payout under this program when the Company achieves its goals at a minimum threshold level. Performance below such level would result in no payout with respect to the applicable performance metric but performance above such level results in increased payouts (up to a maximum cap) on a sliding scale correlating with performance results. Our long-term incentive program rewards executives for achievement of longer-term financial goals, including total stockholder return. These short- and long-term compensation elements drive executives to achieve superior performance while simultaneously balancing short- and long-term objectives.

	~~Question:How does the Company’s compensation program ensure retention of top-tier talent?~~

	We provide executives with competitive total pay packages as compared to compensation provided by our peers. In addition to providing competitive base salaries and target annual- and long-term incentive opportunities, we provide all employees with fulsome health and welfare benefits as well as retirement benefits through participation in a defined contribution plan. In particular, our performance-based long-term incentives serve to retain top-tiered talent due to their multiple year vesting schedules, which requires continued employment in order to realize a benefit while simultaneously encouraging the achievement of superior performance.

Our Metrics: Measuring Performance

During the course of our fiscal year, the Company interacts with investors discussing a number of topics, including the financial metrics that investors view as most important. While investors have varied points of view, based upon our interactions, we believe the most important metrics for our stockholders are:

•	The Company’s ability to generate revenue growth in excess of its competitors’ revenue growth and market expectations;
•	The Company’s ability to grow EBITDA and EPS at a rate that is greater than its revenue growth providing capital that is necessary to support the Company’s transformational strategy; and
•	The Company’s ability to allocate and deploy capital effectively so that its return on invested capital exceeds the Company’s cost of capital.

The Committee, using the input from investors and the Company’s strategic plan, SEF and AOP as a basis, selects and sets performance metrics and associated targets for our ~~named executive officers.~~NEOs. These performance metrics typically are separated into two categories: financial metrics and strategy execution KPIs.

For fiscal year ~~2017,~~2020, the Committee selected the following financial performance metrics:

Financial Metric

Adjusted Fee Revenue

Adjusted Fee ~~revenue~~Revenue (as approved for purposes of setting KPIs for the bonus plan) is defined as ~~reported~~Fee Revenue in the Company’s Annual Report on Form 10-K ~~filed on June 28, 2017~~for the fiscal year ended April 30, 2020 (“Form 10-K”) ~~excluding the deferred Revenue write-off related to the Hay Group acquisition and~~ adjusted to eliminate the effect of currency fluctuations by translating fiscal ~~2017~~year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for ~~2017.~~fiscal year 2020.

Adjusted Diluted EPS

Adjusted Diluted ~~earnings~~EPS (as approved for purposes of setting KPIs for the bonus plan) is defined as Diluted Earnings per ~~share~~Share, as reported in the Company’s Form 10-K, ~~excluding the deferred Revenue write-off related to the Hay Group acquisition~~ adjusted to exclude ~~the effect of~~integration/acquisition costs, management separation costs, restructuring charges, ~~management separation charges, integration/acquisition~~and debt refinancing costs (all on an after-tax basis), and ~~the write-off of debt issuance costs (on an after tax basis) and~~further adjusted to eliminate the effect of currency fluctuations by translating fiscal ~~2017~~year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for ~~2017.~~fiscal year 2020.

Adjusted EBITDA Margin

Adjusted EBITDA Margin (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP ~~net income~~Net Income plus interest expense, income tax provision, depreciation and amortization ~~expense excluding the deferred Revenue write-off related to the Hay Group acquisition and~~expenses adjusted to exclude ~~the effects of any~~integration/acquisition costs, management separation costs, restructuring charges, ~~management separation charges, integration/acquisition costs~~ and further adjusted to eliminate the effect of currency fluctuations by translating fiscal ~~2017~~year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for ~~2017~~fiscal year 2020, divided by Adjusted Fee Revenue.

Adjusted Return on Invested Capital

Adjusted Return on Invested Capital (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP ~~net income excluding~~Net Income, as reported in the ~~deferred Revenue write-off related to the Hay Group acquisition and~~Company’s Form 10-K, adjusted to exclude ~~the effects of~~integration/acquisition costs, management separation costs, restructuring charges, ~~management separation charges, integration/acquisition~~and debt refinancing costs ~~and the write-off of debt issuance costs (on~~(all on an after tax basis), and adjusted to eliminate the effect of currency fluctuations by translating fiscal ~~2017~~year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for ~~2017,~~fiscal year 2020, divided by average stockholders’ equity plus average outstanding debt.

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Strategy execution KPIs constitute the other group of performance metrics. Grounded in the Company’s Strategic Plan, SEF and AOP, the inclusion and use of these KPIs are designed with the intent of aligning compensation with the achievement of the Company’s strategic long-term goals, namely efforts to expand its service offerings. While these KPIs are strategic in nature, each KPI ~~does have~~has identified metrics and measurements assigned to it; some of which tie back to specific financial metrics.

Strategy Execution KPIs	Purpose	How the Target Was Established
Marquee ~~Account Development~~ and Regional Accounts (measured by Fee Revenue from clients designated as Marquee and Regional Accounts divided by total Fee Revenue)*	Linked to the Company’s integrated solutions that drive its “go-to market” strategy of building deeper, multi-service line relationships with ~~clients.~~clients	Target set based upon targeted revenues from an agreed-upon list of ~~clients.~~clients
Top Rated Performers Retention (based upon the percentage of ~~highly rated executive search~~highly-rated Executive Search senior client partners and ~~Hay Group~~Consulting and Digital senior partners/ managing directors ~~which~~who are retained throughout the fiscal year)	Linked to the Company’s strategic goal of being a premier career ~~destination.~~destination	Target set by Committee derived from the SEF and ~~AOP.~~AOP

~~Excluding the deferred Revenue write-off related to the Hay Group acquisition and~~As described above, adjusted to eliminate the effect of currency fluctuations by translating fiscal ~~2017~~year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for ~~2017.~~fiscal year 2020.

The Board, Committee and Company believe they have set targets with appropriate rigor. The fiscal year 2017 targets represent an increase from fiscal 2016 target goals and are equal to or greater than actual performance for fiscal year 2016, with the exception of Adjusted ROIC and Marquee Account Development. For Adjusted EBITDA Margin, the fiscal year 2017 target was equal to fiscal year 2016 actual results to account for a full year (as compared to only five months) of consolidated earnings with the Hay Group given its lower margins. For Adjusted ROIC, the fiscal year 2017 metric was set based on our annual operating plan which contemplated faster growth in capital base than in net income for fiscal year 2017, due in part to a higher average debt balance related to the acquisition of Hay Group. It is important to note that fiscal year 2017 target adjusted net income ($122.3 million) and target total average invested capital ($1,291.2 million) were set above fiscal year 2016 actual levels ($113.3 million and $1,001.3 million, respectively). It is only when expressed as a percentage that the fiscal year 2017 target appears lower than the fiscal year 2016 actual result. With respect to the KPI for Marquee Account Development, the Hay Group acquisition brought with it increased product revenues which tend to be associated with many smaller, unique clients that are outside of our largest accounts which comprise the Marquee Account Development KPI. This had the effect of disproportionately increasing the denominator in the calculation of the KPI. The Committee, however, ensured that there was rigor in this KPI by increasing the target numerator. The actual Marquee Account revenue was $264.5 million in fiscal year 2016 and the target Marquee Account revenue in the numerator in the fiscal year 2017 target KPI was $365.1 million, reflecting growth of 38%. The table below discusses target and actual results for fiscal year 2016 and fiscal year 2017.

Financial Metric / KPI FY 16 Target FY 16 Actual* FY 17 Target FY 17 Actual*
Adjusted Fee Revenue ($M) $ 1,289 $ 1,326 $ 1,570 $ 1,597
Adjusted EBITDA Margin 13.8% 14.6% 14.6% 15%
Adjusted Diluted EPS ($) $ 1.90 $ 2.14 $ 2.15 $ 2.30
Adjusted ROIC 10.6% 11.3% 9.5% 10.4%
Futurestep Fee Revenue ($M) $ 185 $ 204 $ 220 $ 228.2
Marquee Account Development 24.5% 24.0% 19.7% 17.6%

*	~~Adjusted to eliminate the effect of currency fluctuations by translating actual results at foreign currency rates comparable to the rates used in the Company’s Annual Operating Plan.~~

~~Determinations and Results:~~

After the end of the fiscal year the Committee evaluated each named executive officer’s achievements against the financial and strategy execution targets. Notwithstanding the structure outlined above, while the Committee primarily bases its determination of annual cash incentives on the metrics discussed herein, the Committee retains discretion in determining actual annual cash incentive awards.

~~For fiscal year 2017, the weightings and results for our named executive officers were as follows:~~

~~2017~~

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Financial Metrics
Weighting
Target Actual* Burnison/Rozek Mulrooney
Adjusted Fee Revenue ($M) $ 1,570 $ 1,597 30% 20%
Adjusted EBITDA Margin 14.6% 15% 15% 10%
Adjusted Diluted EPS ($) $ 2.15 $ 2.30 15% —
Adjusted ROIC 9.5% 10.4% 15% —
Futurestep Fee Revenue ($M) $ 220 $ 228.2 — 35%
Futurestep EBITDA Margin 15% 14.8% — 15%

Strategy Execution KPIs
Weighting
Target Actual Burnison/Rozek Mulrooney
Marquee Account Development 19.7% 17.6% 15% 20%
Top Rated Performers Retention ** 105.3% of Target 10% —

~~Adjusted~~The Board, Committee and Company believe they set the targets for fiscal year 2020 with appropriate rigor. When setting fiscal year 2020 targets, and determining fiscal year 2020 actuals, adjustments were made to eliminate the effect of currency fluctuations by translating ~~fiscal 2017 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for 2017.~~

~~Target not disclosed due to potential competitive harm, but the Committee believes that achievement of the target goal was challenging and would have required substantial performance.~~

~~In keeping with our efforts to reflect stockholder feedback, the table above incorporates detailed disclosure with either~~ actual results at a foreign currency rate comparable to the rate used in the Company’s 2020 Annual Operating Plan. In each case, the fiscal year 2020 threshold levels — the respective minimum levels of performance required for payout under the annual incentive plan with respect to each metric — were set at levels that were equal to or ~~relative results to target. For competitive advantage and confidentiality reasons, we do not disclose~~greater than fiscal year 2019 actual results. Achievement of these threshold goals for fiscal year 2020 could only have resulted in payout of 50% of the target opportunity for such goal. Further, the fiscal year 2020 targets were set higher than the fiscal year 2019 targets and ~~actual results for our top-rated performance retention strategy execution KPI. However, when~~actuals in all cases. For example, the ~~goal~~fiscal year 2020 Adjusted Fee Revenue target was ~~established,~~set at $1,955 million (which is above the ~~strategy execution KPI~~fiscal year 2019 actual) and the fiscal year 2020 Adjusted Diluted EPS target was ~~considered challenging to achieve given~~set at $3.40 (which is higher than the ~~continuing uncertain economic environment.~~fiscal year 2019 actual).

~~For each of Mr. Burnison~~Determinations and ~~Mr. Rozek,~~Results

Based on the Company’s performance through January 31, 2020, at that time our NEOs were projected to receive approximately 1.3 times their target ~~bonus is equal to 100% of his base salary and~~amounts for the ~~maximum bonus is equal to 200% of his base salary. Mr. Mulrooney had a~~full year. Based upon full year performance, the Company estimates that its NEOs may have otherwise achieved approximately 1.07 times their target of $1,150,000 for his annual cash and long-term incentives, in the aggregate, which represents an increase from last year in his target incentive (cash and equity) opportunity given that his prior opportunity placed him below the medianamounts. In light of the ~~peer group~~ongoing challenges posed by COVID-19 and ~~for retention purposes given his performance and~~based in part on the ~~increased performance of~~recommendation by the ~~Futurestep business.~~

~~For Messrs. Burnison and Rozek,~~Chief Executive Officer, the Committee ~~awarded~~exercised its negative discretion to reduce the annual cash incentive ~~amounts as follows: Mr. Burnison-$1,267,630 and Mr. Rozek-$800,975 (which amounts represent 140%~~payout to $0 for each of ~~their respective target bonuses for the year). This amount reflects their performance against the financial metrics and strategy execution KPI targets established at the beginning of the fiscal year.~~our named executive officers.

The Committee reviewed performance against the financial performance goals and strategy execution objectives described above in determining a total dollar value for Mr. Mulrooney’s combined annual cash incentive and long-term equity awards. A portion of this value was provided to Mr. Mulrooney in fiscal year 2017 as an annual cash incentive ($750,000).

~~Mr. Kaye and Mr. Arian’s fiscal year 2017 compensation is addressed separately on page 38.~~

~~Long-Term Equity Incentives~~

Long-term equity incentives are intended to align the named executive officers’ interests with those of stockholders and encourage the achievement of the long-term goals of the Company. Long-term incentives are also designed to motivate and help retain top talent. To accomplish these objectives the Committee has discretion to make grants of options, time-based restricted stock, restricted stock units and/or performance-based awards, as well as contributions to the Company’s non-qualified deferred compensation plans (described below) that vest over time.

The Committee determines long-term incentive award amounts based upon a number of factors including competitive data, total overall compensation provided to each named executive officer, Company performance during the fiscal year preceding the year of grant, and historic grants. The various factors are not given specific weights; the Committee retains discretion to consider items as it deems appropriate.

In fiscal year 2017, our Chief Executive Officer received annual equity grants comprised of 40% time-based restricted stock units and 60% performance restricted stock units (discussed in further detail below). The Committee has determined that the grant date value of his award falls within the range of long-term incentives provided by the peer group companies and that this was an appropriate level of equity grant and equity mix to properly align the interests of our Chief Executive Officer with the Company’s long-term goals, taking into account his individual performance and market compensation levels. In fiscal 2017 our Chief Financial Officer received annual equity grants comprised of 40% time-based restricted stock units and 60% performance restricted stock units (discussed in further detail below).

As described above, Mr. Mulrooney had an aggregate target of $1,150,000 for his target annual cash and long-term incentives. When determining the allocation between cash and long-term equity incentives with respect to Mr. Mulrooney, the Committee

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primarily reviewed historical pay practices, internal equity and what it considered to be an appropriate balance between short-term and long-term pay elements. For retention purposes, however, the Committee granted Mr. Mulrooney equity awards with a grant value larger than compared to prior years but with a longer vesting period, as described in further detail below.

Below we discuss equity grants made during fiscal year 2017, the payout of the performance awards granted in fiscal 2015 for which the three-year performance period ended in fiscal year 2017, and the equity grants made during fiscal year 2018. Mr. Kaye and Mr. Arian’s fiscal year 2017 compensation is addressed separately on page 38.

~~Fiscal Year 2017 Equity Awards~~

In fiscal year 2017, 60% (based on the number of units/shares granted at target) of the annual equity awards granted to the named executive officers were comprised of performance-based awards tied to three-year relative TSR (“Relative TSR Units”). As in previous years (excluding fiscal year 2014), the named executive officers received a portion of their equity awards in the form of time-based restricted stock awards.

~~Performance-Based Equity: Relative TSR Units~~

Mr. Burnison was awarded Relative TSR Units with a target amount of 67,610 units, a maximum amount of 135,220 units, and a minimum amount of zero. These Relative TSR Units have a three-year performance period after which the number of units that vest will depend upon the Company’s TSR over the three-year performance period relative to the fiscal 2017 peer group of companies listed above. If the Company’s TSR is less than zero, the payouts will be modified to reduce the payout as a percentage of the target.

Relative TSR Units were also granted to Mr. Rozek, with a target amount of 32,390 units (maximum of 64,780 units and minimum of zero); and Mr. Mulrooney with a target amount of 56,340 units (maximum of 112,680 units and minimum of zero).

The table below outlines the potential vesting of the percentages of the Relative TSR Units granted in fiscal year 2017 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal year 2017 peer group.

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

~~Time-Based Restricted Stock~~

Messrs. Burnison and Rozek received a time-based restricted stock award that vests in four equal annual installments beginning on July 8, 2017. Mr. Burnison received 45,070 shares and Mr. Rozek received 21,600 shares.

Mr. Mulrooney also received a time-based restricted stock award but the value was larger than in prior years in light of peer group practices and for retention purposes. Consistent with its retentive purposes, Mr. Mulrooney’s time-based award of 37,560 shares vests in five equal annual installments beginning on July 8, 2017 instead of the normal four year vesting period.

~~Relative TSR Units for the Three-Year Performance Cycle Ending April 30, 2017~~

April 30, 2017 marked the end of the three-year performance cycle for the performance-based restricted stock units granted to Messrs. Burnison, Rozek and Mulrooney in fiscal year 2015 (and discussed in further detail in the Company’s proxy statement for fiscal year 2015). The Company’s relative total stockholder return over the three-year performance period resulted in the Company ranking 11 out of a 16 company peer group (including the Company, and provided that The Corporate Executive Board Company was acquired in 2017 and was not factored into the calculation for fiscal year 2017). This 11th place ranking translates into 55% of the award (i.e. 15,530, 5,270 and 4,440 shares, respectively) vesting.

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~~Synergy RSU Awards~~

On December 23, 2015, the Company adopted a synergy incentive program intended to reward participants, including certain of the NEOs, for capturing annualized cost reductions in connection with the Company’s acquisition of the Hay Group and delivering on TSR. The awards to the participating NEOs were in the form of performance-based restricted stock units (the “Synergy RSUs”) that are eligible to vest based on achievement of cost reduction goals tested over a performance period, with an interim measurement period, and continued employment through December 1, 2018. The number of Synergy RSUs earned for the performance period and the interim measurement period was subject to adjustment based on the Company’s TSR in relation to the Company’s 2016 peer group over the applicable period in order to align management’s cost reduction actions with long-term stockholder value creation.

The performance period began on September 30, 2015, the last day of the month during which the acquisition was announced, and it ended on April 30, 2017. The interim measurement period began on September 30, 2015 and ended on September 30, 2016. The number of Synergy RSUs earned was tested separately for the performance period and the interim measurement period, but the number of shares earned for the performance period would be reduced by any amount earned for the interim measurement period.

The cost reductions were the annualized ongoing cost savings relating to the acquisition that were achieved during the performance period or interim measurement period, as applicable, including cost savings from restructuring programs, optimization of benefit programs, consolidation of facilities, elimination of redundant marketing and professional expenses, reduced general and administrative expenses from conforming policies and consolidating administrative functions, and consolidation of information technology systems and data centers. In the event expenses associated with the cost saving actions in the performance period or interim measurement period, in the aggregate, exceeded the amount of the annualized ongoing cost savings resulting from the actions in the applicable period, then the cost reductions for the applicable period would have been reduced by such excess. No such adjustments were made.

Mr. Burnison’s target number of Synergy RSUs was 60,078 and Mr. Rozek’s target number of Synergy RSUs was 30,039. The target number of shares would have been earned if cost reductions for the performance period or the interim measurement period equaled $25 million and relative TSR performance was 50^thpercentile for the performance period or the interim measurement period, as applicable. The threshold for earning any shares was cost reductions of at least $20 million, which would have resulted in from 40% to 60% of target shares being earned, depending on the Company’s relative TSR performance ranking. The maximum amount of cost reductions taken into account was $60 million, which would have resulted in a number of shares being earned equal to target plus from 1.67 to 3 times target, depending on the Company’s relative TSR performance ranking. Based on any applicable cost reductions and relative TSR performance, 267% of target shares were earned, resulting in 160,408 shares for Mr. Burnison and 80,204 shares for Mr. Rozek. The shares are subject to a continued time-based vesting requirement of continued employment through December 1, 2018.

As discussed below on page 38, Mr. Kaye also received a grant of Synergy RSUs. Mr. Mulrooney did not receive a grant of Synergy RSUs because he does not have responsibilities related to the business of the Hay Group.

~~Fiscal Year 2018 Long-Term Incentive Equity Awards~~

At the beginning of fiscal year 2018 and as will be described in more detail in the proxy statement for fiscal year 2018, the Company granted regular cycle long-term incentive grants in the form of time-based restricted stock and Relative TSR Units to the named executive officers. Similar to the regular cycle long-term incentive awards granted in fiscal year 2017, including with respect to structure, the Company granted 40% in time-based restricted stock and 60% in Relative TSR Units (based on the number of units/shares granted). For the fiscal year 2018 regular cycle grants, each of the NEOs received the following:

NEO* Time-Based
Restricted Stock Value of Time-Based
Restricted Stock (Based
Upon Grant Date Closing
Stock Price) Relative TSR
Units Target Value of Relative TSR
Units Target (Based
Upon Grant Date
Closing Stock Price)
Gary D. Burnison 35,030 $ 1,200,000 52,540 $ 1,800,000
Robert P. Rozek 16,990 $ 582,000 25,450 $ 872,000
Byrne Mulrooney 11,680 $ 400,000 17,020 $ 583,000
Mark Arian** — — — —

*	~~Mr. Kaye separated from the Company effective April 28, 2017.~~
**	~~In light of his equity grants in April 2017, Mr. Arian did not receive equity grants as a part of the regular grant cycle in July 2017.~~

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~~Fiscal 2017 Compensation for Mr. Kaye and Mr. Arian~~

Mr. Kaye and Mr. Arian were employed by the Company for only a portion of fiscal year 2017. Mr. Kaye separated from the Company effective April 28, 2017 and Mr. Arian commenced employment with the Company in April 2017.

~~Base Salary~~

On September 25, 2015, the Company entered into an employment letter with Mr. Kaye and on March 17, 2017, the Company entered into an employment letter with Mr. Arian. In connection with the negotiation of these agreements, the annual base salaries for each of Mr. Kaye and Mr. Arian were set at $450,000. Given his recent commencement of employment, Mr. Kaye’s base salary was not increased in fiscal 2017.

~~Cash Incentives and Bonuses~~

Mr. Kaye had a target of $850,000 for his annual cash and long-term incentives, in the aggregate; provided that, for the first twelve months of his employment only, Mr. Kaye was guaranteed a minimum cash payment equal to $750,000. In light of the Company’s performance in fiscal 2016 (as discussed in the Company’s proxy statement for fiscal year 2016) and Mr. Kaye’s guaranteed bonus amount, Mr. Kaye received a pro-rata payment of the $750,000 for fiscal year 2016 ($312,500) and the remaining $437,500 was paid in fiscal 2017. Mr. Kaye was no longer employed by the Company when determinations were made with respect to annual cash incentive payout amounts for fiscal year 2017 and thus no additional amounts were paid to him in respect of annual incentives for fiscal 2017.

In connection with his hire in fiscal 2016 and the integration of the Hay Group with and into the Company, Mr. Kaye was granted a potential cash award of $1,000,000 (the “Retention Bonus”), the payment of which was accelerated in connection with his separation from employment as required by his employment letter agreement and Synergy RSU award agreement and as described in further detail below. Mr. Kaye’s separation-related payments are discussed below under the section entitled “Potential Payments Upon Termination or Change of Control.”

Mr. Arian has a target of $1,000,000 for his annual cash and long-term incentives, in the aggregate; provided that, Mr. Arian is guaranteed a minimum annual incentive award of $950,000 for fiscal year 2018 (the “2018 Minimum Incentive”). Because Mr. Arian did not join the Company until the end of fiscal year 2017, he did not receive any annual cash incentive award. Mr. Arian’s one-time guaranteed annual incentive award for 2018 was provided in order to attract him to the Company and he does not have any guaranteed annual incentive award beyond 2018.

Long-Term Equity Incentives

Long-term equity incentives are intended to align the NEOs’ interests with those of stockholders and encourage the achievement of the long-term goals of the Company. Long-term incentives are also designed to motivate and help retain top talent. To accomplish these objectives the Committee has discretion to make grants of options, time-based restricted stock, restricted stock units and/or performance-based awards.

The Committee determines long-term incentive award amounts based upon a number of factors including competitive data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. The various factors are not given specific weights; the Committee retains discretion to consider items as it deems appropriate.

In fiscal year 2020, our Chief Executive Officer and Chief Financial Officer received annual equity grants comprised of 60% performance-based restricted stock units (discussed in further detail below) and 40% time-based restricted stock. At the time of grant, in consultation with and based on benchmarking data provided by the compensation consultant, the Committee determined that the grant date value of their awards fell within the range of long-term incentives provided by the peer group companies and that this was an appropriate level of equity grant and equity mix to properly align their interests with the Company’s long-term goals, taking into account individual performance and market compensation levels.

In fiscal year 2020, Mr. ~~Kaye~~Mulrooney had an aggregate target of ~~$850,000~~$1,150,000 for his target annual cash and long-term incentives ~~however,~~and Mr. Arian had an aggregate target of $1,000,000 for his target annual cash and long-term incentives. When determining the allocation between cash and long-term equity incentives with respect to Messrs. Mulrooney and Arian, the Committee primarily reviewed historical pay practices, internal equity and what it considered to be an appropriate balance between short-term and long-term pay elements. Each NEO received annual equity grants comprised of 60% performance restricted stock units (discussed in ~~light~~further detail below) and 40% time-based restricted stock. At the time of grant, in consultation with and based on benchmarking data provided by the ~~sign-on~~compensation consultant, the Committee determined that the grant date value of their awards fell within the range of long-term incentives provided by the peer group companies and that this was an appropriate level of equity grant and equity mix to properly align their interests with the Company’s long-term goals, taking into account individual performance and market compensation levels.

Below we discuss equity grants ~~received~~made during fiscal year ~~2016 (described~~2020 to Messrs. Burnison, Rozek, Mulrooney and Arian and the payout of the performance awards granted in fiscal year 2018 for which the three-year performance period ended in fiscal year 2020.

Fiscal Year 2020 Equity Awards

In fiscal year 2020, 60% (based on the number of units/shares granted at target) of the annual equity awards granted to the NEOs were comprised of performance-based awards tied to three-year relative TSR (“Relative TSR Units”). As in recent years, the NEOs received 40% of their equity awards in the form of time-based restricted stock awards.

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Performance-Based Equity: Relative TSR Units

Mr. Burnison was awarded Relative TSR Units with a target amount of 53,920 units, a maximum amount of 107,840 units, and a minimum amount of zero. These Relative TSR Units have a three-year performance period after which the number of units that vest will depend upon the Company’s TSR over the three-year performance period relative to the fiscal year 2020 peer group of companies listed above. If the Company’s TSR is less than zero, the payouts will be modified to reduce the payout as a percentage of the target.

Relative TSR Units were also granted to Mr. Rozek, with a target amount of 22,390 units (maximum of 44,780 units and minimum of zero); Mr. Mulrooney, with a target amount of 16,380 units (maximum of 32,760 units and minimum of zero); and Mr. Arian, with a target amount of 8,110 units (maximum of 16,220 units and minimum of zero).

The table below outlines the potential vesting of the percentages of the Relative TSR Units granted in fiscal year 2020 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal year 2020 peer group.

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

Time-Based Restricted Stock

Each of Messrs. Burnison, Rozek, Mulrooney and Arian received a time-based restricted stock award that vests in four equal annual installments beginning on July 9, 2020. Mr. Burnison received 35,940 shares, Mr. Rozek received 14,940 shares, Mr. Mulrooney received 10,920 shares, and Mr. Arian received 5,410 shares.

Relative TSR Units for the Three-Year Performance Cycle Ending April 30, 2020

April 30, 2020 marked the end of the three-year performance cycle for the performance-based restricted stock units granted to Messrs. Burnison, Rozek, and Mulrooney in fiscal year 2018 (and discussed in further detail in the Company’s proxy statement for fiscal year ~~2016), Mr. Kaye did not participate~~2018). The Company’s relative total stockholder return over the three-year performance period resulted in the ~~ordinary annual grant cycle.~~

~~In fiscal 2016, Mr. Kaye also received~~Company ranking 7 out of a ~~grant of Synergy RSUs subject to~~13 company peer group (including the same terms and conditions as the Synergy RSUs granted to Messrs. Burnison and Rozek, as described above on page 37. In connection with his termination of employment, he was entitled to prorated vestingCompany). This 7th place ranking translates into approximately 83% of the award ~~in accordance with its terms. Mr. Kaye’s separation-related payments, including with respect to the treatment of his sign-on equity awards~~(i.e., 43,610, 21,120, and ~~Synergy RSUs, are discussed below under the section entitled “Potential Payments Upon Termination or Change of Control.”~~

Mr. Arian did not commence employment until the fourth quarter of fiscal year 2017 and thus did not participate in the Company’s ordinary annual grant cycle. He did, however, receive a sign-on grant during fiscal year 2017 (and did not participate in the ordinary annual grant cycle in fiscal 2018). In connection with the negotiation of his offer letter during fiscal year 2017, Mr. Arian received a time-based restricted stock unit award (the “Sign On Equity Award”) of 13,20014,130 shares, ~~that vests in five equal annual installments beginning on April 3, 2018.~~respectively) vesting.

~~OTHER COMPENSATION ELEMENTS~~Other Compensation Elements

Benefits and Perquisites

The Company provides ~~named executive officers~~NEOs the same benefits that are provided to all employees, including medical, dental and vision benefits, ~~group term life insurance and~~ participation in the Company’s 401(k) ~~plan.~~plan, and eligibility for tuition reimbursement. In addition, the ~~named executive officers~~NEOs receive the same benefits provided to all employees at the level of vice president and above, including ~~an automobile allowance and~~ participation in the Company’s nonqualified deferred compensation plan (described below). and executive life insurance.

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Nonqualified Deferred Compensation Plan

The Company maintains a nonqualified deferred compensation plan, known as the ~~Korn/~~Korn Ferry ~~International~~ Executive Capital Accumulation Plan (“ECAP”). Pursuant to the ECAP, the ~~named executive officers,~~NEOs, along with all other U.S.-based vice presidents, may defer up to 80% of their salary and/or up to 100% of their annual cash incentive award into the ECAP. Participants in the ECAP make elections on how they would like their deemed account “invested” from a set line up of 15 ~~pre-determined~~predetermined mutual funds. At its discretion, the Company may make contributions to the ECAP on behalf of a participant. All Company matching

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and performance contributions to the ECAP are approved by the Committee. During fiscal year ~~2017,~~2020, no Company contributions were made to the ECAP on behalf of the ~~named executive officers.~~NEOs. Participants in the ECAP may elect to receive distributions (in lump sum) while employed by the Company (and after such amounts have become vested) or upon termination of their employment with the Company.

Long-Term Performance Unit Plan

In fiscal year 2017, the Committee approved the ~~Korn/~~Korn Ferry ~~International~~ Long Term Performance Unit Plan and subsequently approved amendments and restatements of such plan during fiscal year 2020 and fiscal year 2021 (the “LTPU Plan”). The ~~Company’s named executive officers~~NEOs are eligible to participate in the LTPU ~~Plan; currently Mr. Mulrooney and Mr. Arian are the only named executive officers that participate.~~Plan. The purpose of the LTPU Plan is to promote the success of the Company by providing a select group of management and ~~highly compensated~~highly-compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate, and retain such employees. Pursuant to the LTPU Plan, the Committee may grant cash-based unit awards (the “Unit Awards”). No Unit Awards were granted to the NEOs in fiscal year 2020, and the last awards made to a named executive officer occurred in fiscal year 2017. Unless a participant dies ~~or becomes disabled,~~ or makes an election in accordance with the LTPU Plan, each vested Unit Award will pay out an annual benefit of either $25,000 ~~(subject~~(for an award granted prior to June 1, 2020) or $10,000 (for an award granted on or after June 1, 2020), in either case subject to a potential performance ~~adjustment)~~adjustment, for each of five years commencing on the seventh anniversary of the grant date. Subject to the terms of the LTPU Plan, participants may elect to have their annual benefits start on a later date and/or pay out in a lower annual amount over a greater number of years. ~~The~~ Unit Awards ~~granted to Messrs. Mulrooney and Arian~~ vest upon the following circumstances: (i) the fourth anniversary of the grant date, subject to continued service as of such date; (ii) the later of the grantee’s 65^th65th birthday and the second anniversary of the grant date, subject to continued services as of each such date; (iii) death or ~~disability,~~disability; or (iv) a change of control event (as defined in the LTPU Plan). Each Unit Award made under the LTPU Plan has a total value of either $125,000 (for an award granted prior to June 1, 2020) or $50,000 (for an award granted on or after June 1, 2020) and a base value of either $50,000 (for an award granted prior to June 1, 2020) or $25,000 (for an award granted on or after June 1, 2020). The base value of an LTPU award represents the maximum amount payable upon the partial vesting of such award. If a participant terminates employment prior to death or disability and not for cause, the participant will be entitled to receive a lump sum payment of a portion of the base value of the Unit Award based on the years of service completed since the grant date to the extent that the termination occurs at least 13 months following the grant date. Please refer to the section entitled “Potential Payments Upon Termination or Change of Control” below for further discussion of the LTPU Plan.

Employment Agreements

Each of the Company’s ~~named executive officers~~NEOs is covered by an employment contract or letter agreement that provides for a minimum annual level of salary, target incentives, eligibility for long-term incentives and benefit ~~eligibility.~~eligibility and, in the case of Mr. Burnison, a retention award. The agreements also provide for a severance benefit in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. The NEOs have executed amendments to their existing employment contracts and letter agreements, as applicable, formalizing the 50% base salary reductions described above and acknowledging that such reductions will not trigger any good reason or other constructive termination rights.

It is the Committee’s belief that ~~such~~the employment and letter agreements are necessary from a competitive perspective and also contribute to the stability of the management team.

Please refer to the sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change of Control” below for further discussion of these agreements.

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~~OTHER POLICIES~~Other Policies

Stock Ownership Guidelines

The Company’s amended and restated stock ownership guidelines provide that all ~~named executive officers~~NEOs are required to own three times their annual base salary in Company common stock. In addition, such guidelines require non-employee directors to hold three times their annual cash retainer in Company common stock. Stock ownership includes direct stock ownership but does not include unvested stock awards. Pursuant to the stock ownership guidelines, the stock ownership level will be calculated annually on the day of the Company’s annual meeting of stockholders based on the prior ~~thirty-day~~30-day average closing stock price as reported by the NYSE. Until the stock ownership level is met, each executive officer and non-employee director must retain at least 75% of the net shares received upon vesting of restricted stock awards and 50% of the net shares received upon exercise of stock options. When an executive officer’s stock ownership requirement increases as a result of an increase in the officer’s annual salary, the officer will become subject to such higher stock ownership level over a five-year proportional phase-in period.

Clawback Policy

Pursuant to the Company’s clawback policy, in the event that the Board determines there has been an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Board will review all applicable incentive payments and if such payments would have been lower had they been calculated based on such restated results, the Board may, to the extent permitted by governing law, seek to recoup for the benefit of the Company such payments to and/or equity awards held by executive officers or the principal accounting officer who are found personally responsible for the material restatement, as determined by the Board.

~~2017 Proxy Statement~~

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Policies Prohibiting Hedging, Speculative Trading and Pledging

The Company has adopted policies prohibiting officers, directors, and employees from engaging in speculative transactions (such as puts, calls, and short sales) or in any type of hedging transaction (such as zero cost collars, equity swaps, exchange funds and forward sale contracts) in Company securities. Further, directors and officers, including all of the NEOs, are expressly prohibited from margining Company securities or pledging Company securities as collateral for a loan.

Internal Revenue Code Section 162(m)

As one of the factors in the review of compensation matters, the Committee considers the anticipated tax treatment to the Company. The deductibility of some types of compensation for ~~named executive officers (other than the chief financial officer)~~NEOs depends upon the timing of a named executive officer’s vesting or exercise of previously granted ~~rights or on whether such plans qualify as “performance-based” plans under~~rights. Prior to the ~~provisions~~US Tax Cuts and Jobs Act enacted in December of 2017 (the “US Tax Act”), which became effective for the ~~tax laws. The Committee usually seeks to satisfy~~Company at the ~~requirements necessary to allow the~~beginning of fiscal year 2019, compensation ~~of its named executive officers to be deductible~~that satisfied conditions set forth under Section 162(m) of the Internal Revenue Code ~~but may also approve~~to qualify as “performance-based compensation” was not subject to a $1 million limit on deductibility, and the limit did not apply to compensation

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paid to the Chief Financial Officer. The US Tax Act eliminates the performance-based compensation exception and applies the limit to the Chief Financial Officer and certain former executive officers. However, it provides a transition rule with respect to remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that ~~is not deductible under Section 162(m). For example, for fiscal 2017 no annual bonuses would have been paid, and no equity awards would have been granted in fiscal year 2017, to any~~date. With the elimination of the exemption for performance-based compensation, we expect that we will be unable to deduct all compensation in excess of $1 million paid to our Chief Executive Officer, Chief Financial Officer and our other named executive officers ifcovered by the ~~Company had not achieved at least 7% ROIC or $1.50~~new tax law, other than previously granted awards that comply with the transition rules. We monitor the application of ~~adjusted diluted EPS.~~Section 162(m) and the associated Treasury regulations on an ongoing basis and the advisability of qualifying executive compensation for deductibility. Notwithstanding the repeal of the exemption for “performance-based compensation,” the Committee intends to maintain its commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance.

Compensation and Personnel Committee Report on Executive Compensation

The Compensation and Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the fiscal year ended April 30, 2020 with management. In reliance on the reviews and discussions with management relating to the CD&A, the Compensation and Personnel Committee has recommended to the Board, and the Board has approved, that the CD&A be included in this Proxy Statement.

Compensation and Personnel Committee

Jerry P. Leamon, Chair
Doyle N. Beneby
Lori J. Robinson
George T. Shaheen

~~COMPENSATION AND PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION~~

~~The~~ Compensation Committee Interlocks and Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the fiscal year ended April 30, 2017 with management. In reliance on the reviews and discussions with management relating to the CD&A, the Compensation and Personnel Committee has recommended to the Board, and the Board has approved, that the CD&A be included in this Proxy Statement.

~~Compensation and Personnel Committee~~

~~Jerry P. Leamon, Chair~~
~~Christina A. Gold~~
~~William R. Floyd~~
~~Doyle N. Beneby~~

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~Insider Participation

During fiscal ~~2017,~~year 2020, at all times, all members of the Compensation and Personnel Committee were “independent”;: none were employees or former employees of the Company and none had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served on our Compensation and Personnel Committee or Board.

~~2017~~

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~~COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS~~Compensation of Executive Officers and Directors

~~FISCAL YEAR 2017, 2016 AND 2015 SUMMARY COMPENSATION TABLE~~Fiscal Year 2020, 2019, and 2018 Summary Compensation Table

The following table sets forth information with respect to the total compensation paid to or earned by each of the named executive officers in fiscal ~~2017, 2016~~year 2020, 2019, and ~~2015.~~2018.

Name and
Principal Position Fiscal
Year Salary
($) Bonus
($) Stock
Awards
($)⁽¹⁾ Non-Equity
Incentive Plan
Compensation
($)⁽²⁾ Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($)
Gary D. Burnison,
President and Chief
Executive Officer 2017 910,000 — 1,787,537 1,267,630 7,979 ⁽⁴⁾ 53,462 ⁽⁵⁾ 4,026,608
2016 910,000 — 5,007,588 1,669,850 19,508 ⁽⁴⁾ 27,306 7,634,252
2015 861,538 ⁽³⁾ — 1,515,819 1,654,148 26,594 ⁽⁴⁾ 19,227 4,077,326
Robert P. Rozek,
Executive Vice-
President, Chief
Financial Officer
and Chief Corporate
Officer 2017 575,000 — 856,534 800,975 — 27,711 ⁽⁷⁾ 2,260,220
2016 516,667 ⁽⁶⁾ — 2,367,371 1,055,125 — 22,872 3,962,035
2015 475,000 — 514,386 863,429 — 16,977 1,869,792
Byrne Mulrooney,
Chief Executive
Officer of Korn/
Ferry International
Futurestep, Inc. 2017 450,000 — 1,489,630 750,000 — 22,862 ⁽⁹⁾ 2,712,492
2016 450,000 — 683,758 950,000 — 20,361 2,104,119
2015 426,154 ⁽⁸⁾ — 433,225 808,700 — 32,200 1,700,279
Mark Arian,
Chief Executive
Officer of Korn/
Ferry International,
The Hay Group 2017 37,500 ⁽¹⁰⁾ — 399,960 — — 541 ⁽¹¹⁾ 438,001
2016 — — — — — — —
2015 — — — — — — —
Stephen D. Kaye,
Former Chief
Executive Officer
of Korn/Ferry
International, The
Hay Group 2017 450,000 437,500 ⁽¹³⁾ 117,512 — — 10,348 ⁽¹⁴⁾ 1,015,360
2016 187,500 ⁽¹²⁾ 312,500 ⁽¹³⁾ 1,705,052 — — 35,639 2,240,691
2015 — — — — — — —

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)			Stock Awards ($)		⁽¹⁾	Non-Equity Incentive Plan Compensation ($)		⁽²⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
Gary D. Burnison,	2020		910,000		—			3,448,284			—			71,951	⁽⁴⁾		12,750	⁽⁵⁾		4,442,985
President and Chief Executive Officer	2019		910,000		—			6,091,669			2,184,000			21,151	⁽⁴⁾		16,363			9,223,183
President and Chief Executive Officer	2018		910,000		2,000,000	⁽³⁾		3,513,464			2,184,000			2,676	⁽⁴⁾		33,153			8,643,293
Robert P. Rozek,	2020		575,000		—			1,432,509			—			—			12,750	⁽⁶⁾		2,020,259
Executive Vice President, Chief Financial Officer and Chief Corporate Officer	2019		575,000		—			2,699,017			1,150,000			—			16,034			4,440,051
	2018		575,000		1,000,000	⁽³⁾		1,702,641			1,150,000			—			21,106			4,448,747
Byrne Mulrooney,	2020		450,000		—			1,047,610			—			—			235,320	⁽⁷⁾		1,732,930
Chief Executive Officer of RPO, Professional Search and Digital	2019		450,000		—			1,742,400			1,000,000			—			234,669			3,427,069
	2018		450,000		500,000	⁽³⁾		1,149,548			1,000,000			—			239,657			3,339,205
Mark Arian,	2020		450,000		—			518,818			—			—			262,084	⁽⁸⁾		1,230,902
Chief Executive Officer of Consulting	2019		450,000		—			748,572			850,000			—			511,582			2,560,154
Chief Executive Officer of Consulting	2018		450,000		1,200,000	⁽⁹⁾		—			—			—			11,139			1,661,139

(1)

Represents the aggregate grant date fair value of awards granted during the fiscal year, calculated in accordance with Accounting Standards Codification, 718, Compensation-Stock Compensation. Certain assumptions used to calculate the valuation of the awards are set forth in Note 4 to the notes to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2017.~~2020. For the ~~2017~~2020 performance-based grants, the value of the maximum number of shares that could be earned as Relative TSR Units granted to each named executive officer is as follows: Mr. Burnison, ~~$1,655,093,~~$4,096,842, Mr. Rozek, ~~$792,907~~$1,701,192, Mr. Mulrooney, $1,244,552, and Mr. ~~Mulrooney, $1,379,203.~~ Arian, $616,198.For the Relative TSR Units, the grant date fair value is measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate is assumed to equal the yield on a three-year Treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. For each of the NEOs, the assumed per-share value of Relative TSR Units for the July 9, 2019 annual grant was $37.99 and for the July 9, 2018 annual grant was $84.19, and for Mr. Burnison, Mr. Rozek, and Mr. Mulrooney, the assumed per-share value of the Relative TSR Units for the July ~~8, 2016~~12, 2017 annual grant was $12.24, for the July 8, 2015 annual grant was $39.35 and for the July 25, 2014 annual grant was $33.85. During fiscal 2017, both Mr, Kaye’s time-based restricted stock award and Synergy RSUs granted in fiscal 2016 were accelerated in connection with his termination of employment. The net incremental cost of $117,512 associated with the modifications is included above.$44.03.

~~2017 Proxy Statement~~

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(2)	Reflects cash incentive compensation earned under the Company’s annual cash incentive plan in the applicable fiscal year and paid in the following fiscal year.
(3)	Mr. Burnison’s base annual salary from May 1, 2014 to June 25, 2014 was $700,000, at which time his employment agreement was amended and restated increasing Mr. Burnison’s base annual salary to $910,000.Represents a one-time cash bonus awarded in recognition of the exceptional performance of the Company during fiscal year 2018.
(4)	The values in the table represent, for each applicable fiscal year, the aggregate change in the actuarial present value of Mr. Burnison’s accumulated benefit under the Enhanced Wealth Accumulation Plan (the “EWAP”) from the pension plan measurement date used for financial statement reporting purposes with respect to the Company’s audited financial statements for the prior completed fiscal year to the pension plan measurement date used for financial reporting purposes with respect to the Company’s audited financial statements for the covered fiscal year. As discussed under “Fiscal ~~2017~~2020 Pension Benefits,” participants in the EWAP elected to participate in a “deferral unit” that required the participant to contribute a portion of their compensation for an ~~eight year~~eight-year period, or in some cases, make an ~~after tax~~after-tax contribution, in return for defined benefit payments from the Company over a ~~fifteen year~~fifteen-year period generally at retirement age of 65 or later. Mr. Burnison is the only named executive officer that participates in the EWAP. To date, Mr. Burnison has contributed $55,200 to the EWAP. In June 2003, the Company amended the EWAP plan, so as not to allow new participants or the purchase of additional deferral units by existing participants.

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(5)	Represents an auto allowance of $5,400, executive long-term disability insurance premium and/or imputed income of ~~$1,095,~~$690, and executive short-term life insurance premium and/or imputed income of ~~$4,752, 401(k) employer matching contribution of $3,600 and dividends on unvested restricted stock of $38,615.~~$6,660.
(6)	~~Mr. Rozek’s base annual salary from May 1, 2015 to December 28, 2015 was $475,000, at which time his offer letter was amended increasing Mr. Rozek’s base annual salary to $575,000.~~
~~(7)~~	Represents an auto allowance of $5,400, executive long-term disability insurance premium and/or imputed income of ~~$1,095,~~$690, and executive short-term life insurance premium and/or imputed income of ~~$4,514, 401(k) employer matching contribution~~$6,660.
(7)	Represents an auto allowance of ~~$3,600~~$5.400, tuition reimbursements of $4,000, executive long-term disability insurance premium and/or imputed income of $690, executive short-term life insurance premium and/or imputed income of $6,480, and ~~dividends~~one year of vesting on ~~unvested restricted stock~~Mr. Mulrooney’s fiscal year 2017 LTPU award of ~~$13,102.~~$218,750. The value of one year of vesting of Mr. Mulrooney’s fiscal year 2017 LTPU award shown in the table represents the maximum benefit pursuant to such units.
(8)	~~Mr. Mulrooney’s base annual salary from May 1, 2014 to June 26, 2014 was $300,000, at which time his offer letter was amended increasing Mr. Mulrooney’s base annual salary to $450,000.~~
~~(9)~~	Represents an auto allowance of $5,400, executive long-term disability insurance premium and/or imputed income of ~~$1,095,~~$690, executive short-term life insurance premium and/or imputed income of ~~$3,056, 401(k) employer matching contribution~~$5,994 and one year of ~~$3,600 and dividends~~vesting on ~~unvested restricted stock~~Mr. Arian’s fiscal year 2017 LTPU award of ~~$9,711.~~$250,000. The value of one year of vesting of Mr. Arian’s fiscal year 2017 LTPU award shown in the table represents the maximum benefit pursuant to such units.
~~(10)~~(9)	Mr. ~~Arian’s base annual salary is $450,000. Mr.~~ Arian ~~joined the Company on April 3, 2017.~~
~~(11)~~	~~Represents an auto allowance of $450 and executive long-term disability insurance premium and/or imputed income of $91.~~
~~(12)~~	~~Mr. Kaye’s base annual salary was $450,000. Mr. Kaye joined the Company on December 1, 2015.~~
~~(13)~~	~~Mr. Kaye had~~has a target of ~~$850,000~~$1,000,000 for his annual cash and long-term incentives, in ~~the~~ aggregate; provided that for ~~the first twelve months of his employment~~fiscal year 2018 only, Mr. ~~Kaye~~Arian was guaranteed a minimum ~~cash payment~~annual incentive award equal to $750,000. In light of the Company’s performance and Mr. Kaye’s guaranteed bonus amount, the Committee determined that it was appropriate for Mr. Kaye to receive a pro-rata payment of $750,000 for$950,000, which ~~$312,500~~ was paid in advance in equal semi-monthly payments during fiscal year ~~2016 and $437,500 was paid~~2018. In addition, Mr. Arian received a one-time $250,000 special cash bonus awarded in recognition of the exceptional performance of the Company during fiscal year ~~2017.~~
~~(14)~~	Represents an auto allowance of $5,400, executive long-term disability insurance premium and/or imputed income of $365, executive short-term life insurance premium and/or imputed income of $983 and 401(k) employer matching contribution of $3,600.2018.

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~~FISCAL YEAR 2017 GRANTS OF PLAN-BASED AWARDS~~Fiscal Year 2020 Grants of Plan-Based Awards

The following table sets forth information with respect to non-equity incentive plan compensation and equity awards granted in fiscal ~~2017~~year 2020 to the named executive officers ~~in the case of equity awards,~~ under the Company’s Third Amended and Restated 2008 Stock Incentive Plan.

		Estimate Future Payments Under Non-Equity Incentive Plan Awards				Estimate Future Payments Under Equity Incentive Plan Awards			All Other Stock Awards:	Grant Date Fair			Estimated Future Payments Under Non-Equity Incentive Plan Awards								Estimated Future Payments Under Equity Incentive Plan Awards⁽¹⁾						All Other Stock Awards:		Grant Date Fair Value of
Name	Grant Date	Threshold ($)	Target ($)		Maximum ($)⁽¹⁾	Threshold (#)	Target (#)	Maximum (#)	Number of Shares of Stock (#)	Value of Stock and Option Awards		Grant Date	Threshold ($)		Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stock (#)		Stock and Option Awards
Gary D. Burnison	7/8/2016	—	—		—	—	—	—	45,070	959,991		7/9/2019		—		—			—			—		—		—		35,940		1,399,863
	7/8/2016	—	—		—	16,903	67,610	135,220	—	827,546
		—	—		—				—			7/9/2019		—		—			—			13,480		53,920		107,840		—		2,048,421
	—	—	910,000	⁽²⁾	2,730,000	—	—	—	—	—		—		—		1,092,000	⁽²⁾		2,184,000	⁽²⁾		—		—		—		—		—
Robert P. Rozek	7/8/2016	—	—		—	—	—	—	21,600	460,080		7/9/2019		—		—			—			—		—		—		14,940		581,913
	7/8/2016	—	—		—	8,098	32,390	64,780	—	396,454		7/9/2019		—		—			—			5,598		22,390		44,780		—		850,596
	—	—	575,000	⁽³⁾	1,875,000	—	—	—	—	—		—		—		575,000	⁽³⁾		1,150,000	⁽³⁾		—		—		—		—		—
Byrne Mulrooney	7/8/2016	—	—		—	—	—	—	37,560	800,028		7/9/2019		—		—			—			—		—		—		10,920		425,334
	7/8/2016	—	—		—	14,085	56,340	112,680	—	689,602		7/9/2019		—		—			—			4,095		16,380		32,760		—		622,276
	—	—	—	⁽⁴⁾	1,875,000	—	—	—	—	—		—		—		—	⁽⁴⁾		—			—		—		—		—		—
Mark Arian	4/3/2017	—	—		—	—	—	—	13,200	399,960		7/9/2019		—		—			—			—		—		—		5,410		210,720
	—	—	—	⁽⁵⁾		—	—	—	—	—		7/9/2019		—		—			—			2,028		8,110		16,220		—		308,098
Stephen D. Kaye	—	—	—		—	—	—	—	—	117,512	⁽⁷⁾
	—	—	—	⁽⁶⁾	1,875,000	—	—	—	—	—		7/9/2019		—		—	⁽⁵⁾		—			—		—		—		—		—

(1)	~~Maximum potential payout under section 162(m) compliant plan; Committee retains complete negative discretion~~The grants of Relative TSR Units are subject to ~~award lesser amount.~~a three-year performance period. The number of shares that will ultimately vest will depend on the Company’s total stockholder return over the three-year period relative to a peer group of companies.
(2)	Mr. Burnison has an annual target and maximum incentive award equal to ~~100%~~120% and 240%, respectively, of his base salary.
(3)	Mr. Rozek has an annual target and maximum incentive award equal to 100% and 200%, respectively, of his base salary.
(4)	~~For fiscal year 2017,~~ Mr. Mulrooney ~~had~~has an annual target incentive award (cash incentive and long-term equity) of $1,150,000.
(5)	Mr. Arian has an annual target incentive award (cash incentive and long-term equity) of ~~$1,000,000 for 2018 but did not participate in the annual cash incentive plan for 2017.~~
~~(6)~~	~~Mr. Kaye had an annual target incentive award (cash incentive and long-term equity) of $850,000.~~
~~(7)~~	Mr. Kaye received a time-based restricted stock award on his hire date and a Synergy RSU in fiscal 2016. Both awards were accelerated in connection with his termination of employment, resulting in net incremental cost of $117,512.$1,000,000.

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~~EMPLOYMENT AGREEMENTS~~Employment Agreements

Certain elements of compensation set forth in the ~~“Summary~~“Fiscal Year 2020, 2019, and 2018 Summary Compensation Table” and ~~“Grants~~“Fiscal Year 2020 Grants of Plan-Based Awards Table” reflect the terms of employment or letter agreements entered into between the Company and each of the named executive officers that were in effect ~~as of April 30, 2017.~~during fiscal year 2020.

Gary D. Burnison.We entered into an amended and restated employment agreement with Mr. Burnison dated ~~July 25, 2014~~March 30, 2018 (the “Burnison Employment Agreement”) pursuant to which Mr. Burnison serves as Chief Executive Officer. Pursuant to the Burnison Employment Agreement, we agreed to provide Mr. Burnison with the following annual compensation: (1) an annual base salary of $910,000; (2) participation in the Company’s annual cash incentive plan with an annual target award of ~~100%~~120% of annual base salary and the ability to earn additional amounts up to a maximum cash award of ~~200%~~240% of annual base salary; and (3) subject to approval of the Board, participation in the Company’s equity incentive program. In addition, the Burnison Employment Agreement provides for a retention award in the amount of $5 million (the “Retention Award”) that will be paid in equal monthly installments in cash (without interest) over 12 months following Mr. Burnison’s termination of employment for any reason (other than termination by the Company for “cause”) on or after March 30, 2022 (the “Retention Vesting Date”). Mr. Burnison is also eligible to participate in employee benefit plans, arrangements and programs maintained from time to time by the Company for the benefit of senior executives. On April 14, 2020 and July 9, 2020, the Burnison Employment Agreement was amended to formalize a 50% base salary reduction through December 31, 2020 and to acknowledge that such reduction will not trigger any good reason or other constructive termination rights.

Robert P. Rozek.We entered into an employment agreement with Robert Rozek on February 6, 2012 and an amendment thereto on December 28, 2015 (collectively, the “Rozek Employment Agreement”) pursuant to which Mr. Rozek serves as Executive Vice President, Chief Financial Officer and Chief Corporate Officer of the Company. The Rozek Employment

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Agreement provided for an initial term ending on April 30, 2015 that is automatically renewed for successive terms of one year unless sooner terminated. Pursuant to the terms of the Rozek Employment Agreement, Mr. ~~Rozek receives an~~Rozek’s current annual base salary ofis $575,000. Mr. Rozek is eligible for an annual target cash incentive award equal to 100% of his annual base salary with the ability to earn additional amounts up to a maximum cash award equal to 200% of his annual base salary. In addition, Mr. Rozek is eligible to participate in employee benefit plans, arrangements, and programs maintained from time to time by the Company for the benefit of senior executives. On April 14, 2020 and July 8, 2020, the Rozek Employment Agreement was amended to formalize a 50% base salary reduction through December 31, 2020 and to acknowledge that such reduction will not trigger any good reason or other constructive termination rights.

Byrne Mulrooney.We entered into a letter agreement with Byrne Mulrooney dated June 26, 2014, (the “Mulrooney Letter Agreement”) ~~pursuant to which~~. Mr. Mulrooney serves as the Chief Executive Officer of ~~Futurestep, Inc.~~Recruitment Process Outsourcing, Professional Search and Digital. The Mulrooney Letter Agreement, as amended to date, provides for (1) an annual base salary of $450,000; and (2) an annual target incentive award (cash and long-term equity) with a value of $650,000 and a maximum of $1,350,000 (increased to an annual target incentive award (cash and long-term equity) with a value of $1,150,000 pursuant to an October 2016 amendment in order to retain Mr. Mulrooney given his performance and the increased performance of the Futurestep business and due to the fact that his prior opportunity placed him below the median of the peer group).$1,150,000. In addition, Mr. Mulrooney is eligible to participate in employee benefit plans, arrangements and programs maintained from time to time by the Company for the benefit of senior executives. On April 14, 2020 and July 9, 2020, the Mulrooney Letter Agreement was amended to formalize a 50% base salary reduction through December 31, 2020 and to acknowledge that such reduction will not trigger any good reason or other constructive termination rights.

Mark Arian.We entered into a letter agreement with Mark Arian dated March 17, 2017 (the “Arian Letter Agreement”) ~~pursuant to which he~~. Mr. Arian serves as the Chief Executive Officer of ~~the Hay Group.~~Consulting. The Arian Letter Agreement provides for (1) an annual base salary of $450,000; and (2) an annual target incentive award (cash and long-term equity) with a target value of $1,000,000 and a maximum of $1,550,000; provided, however, that for fiscal year 2018, Mr. Arian iswas guaranteed a minimum annual incentive award of $950,000. The Arian Letter Agreement also provides for a one-time award of eight long-term performance units under the Company’s LTPU plan and a sign-on award of restricted stock units with a grant date fair value of $400,000 (the “Sign On Award”) that vest in five equal annual installments on each of the first five anniversaries of the grant date. In addition, Mr. Arian is eligible to participate in employee benefit plans, arrangements, and programs maintained from time to time by the Company for the benefit of senior executives. On April 14, 2020 and July 8, 2020, the Arian Letter Agreement was amended to formalize a 50% base salary reduction through December 31, 2020 and to acknowledge that such reduction will not trigger any good reason or other constructive termination rights.

~~Stephen Kaye.~~We entered into a letter agreement with Stephen Kaye dated September 23, 2015 (the “Kaye Letter Agreement”) that governed Mr. Kaye’s employment as the Chief Executive Officer of the Hay Group prior to his termination. The Kaye Letter Agreement provided for (1) an annual base salary of $450,000; and (2) an annual target incentive award (cash and long-term equity) with a target value of $850,000 and a maximum of $1,550,000; provided, however, that during Mr. Kaye’s first twelve months of employment, he was guaranteed minimum total cash compensation (consisting of base salary and annual incentive award) of $1,200,000 (of which the annual incentive portion was $750,000 (the “First Year Minimum Incentive”)). Mr. Kaye also received a sign-on award of restricted stock units with a grant date fair value of $1,000,000 (the “Sign On Award”) that were scheduled to vest in four equal annual installments on each of the first four anniversaries of Mr. Kaye’s start date. He was also granted a cash retention award of $1,000,000 (the “Retention Bonus”) that was scheduled to be paid 50% on (or within 45 days following) December 1, 2017 and 50% on (or within 45 days following) December 1, 2018. In addition, Mr. Kaye was eligible to participate in employee benefit plans, arrangements and programs maintained from time to time by the Company for the benefit of senior executives.

~~2017~~

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~~FISCAL YEAR 2017 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~Fiscal Year 2020 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to options to purchase shares of the Company’s common stock, restricted stock, and restricted stock unit grants to the named executive officers outstanding as of April 30, ~~2017.~~2020.

~~Option Awards~~

~~Stock Awards~~

~~Name~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options (#)~~
~~Exercisable~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options (#)~~
~~Not~~
~~Exercisable~~

~~Equity~~
~~Incentive~~
~~Plan~~
~~Awards:~~
~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Unearned~~
~~Options~~
~~(#)~~

~~Option~~
~~Exercise~~
~~Price~~
~~($)~~

~~Option~~
~~Expiration~~
~~Date~~

~~Number~~
~~of Shares~~
~~of Stock~~
~~that~~
~~Have Not~~
~~Vested~~
~~(#)~~

~~Market~~
~~Value of~~
~~Shares of~~
~~Stock that~~
~~Have Not~~
~~Vested~~
~~($)~~

~~Equity~~
~~Incentive~~
~~Plan~~
~~Awards:~~
~~Number of~~
~~Unearned~~
~~Shares~~
~~or Other~~
~~Rights that~~
~~Have Not~~
~~Vested~~
~~(#)~~

~~Equity~~
~~Incentive~~
~~Plan~~
~~Awards:~~
~~Market of~~
~~Payout Value~~
~~Unearned~~
~~Shares~~
~~or Other~~
~~Rights that~~
~~Have Not~~
~~Vested~~
~~($)~~

~~Gary D. Burnison~~

—

~~9,410~~⁽¹⁾

~~304,884~~

—

~~17,633~~⁽²⁾

~~571,309~~

—

~~45,070~~⁽³⁾

~~1,460,268~~

—

~~15,530~~⁽⁴⁾

~~503,172~~

—

~~35,260~~⁽⁵⁾

~~1,142,424~~

—

~~67,610~~⁽⁶⁾

~~2,190,564~~

—

~~160,408~~⁽⁷⁾

~~5,197,219~~

—

~~Robert P. Rozek~~

—

~~3,195~~⁽¹⁾

~~103,518~~

—

~~7,718~~⁽²⁾

~~250,063~~

—

~~21,600~~⁽³⁾

~~699,840~~

—

~~5,270~~⁽⁸⁾

~~170,748~~

—

~~15,430~~⁽⁹⁾

~~499,932~~

—

~~32,390~~⁽¹⁰⁾

~~1,049,436~~

—

~~80,204~~⁽¹¹⁾

~~2,598,610~~

—

~~Byrne Mulrooney~~

—

~~3,433~~⁽¹²⁾

~~111,229~~

—

~~2,690~~⁽¹⁾

~~87,156~~

—

~~5,513~~⁽²⁾

~~178,621~~

—

~~37,560~~⁽³⁾

~~1,216,944~~

—

~~4,440~~⁽¹³⁾

~~143,856~~

—

~~11,020~~⁽¹⁴⁾

~~357,048~~

—

~~56,340~~⁽¹⁵⁾

~~1,825,416~~

~~Mark Arian~~

—

~~13,200~~⁽¹⁶⁾

~~427,680~~

—

~~Stephen Kaye~~

—

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Not Exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock that Have Not Vested (#)			Market Value of Shares of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights that Have Not Vested (#)			Equity Incentive Plan Awards: Market of Payout Value Unearned Shares or Other Rights that Have Not Vested ($)
Gary D. Burnison		—		—		—		—		—		11,268	⁽¹⁾		324,856		—			—
		—		—		—		—		—		17,515	⁽²⁾		504,957		—			—
		—		—		—		—		—		15,983	⁽³⁾		460,790		—			—
		—		—		—		—		—		20,300	⁽⁴⁾		585,249		—			—
		—		—		—		—		—		35,940	⁽⁵⁾		1,036,150		—			—
		—		—		—		—		—		—			—		43,610	⁽⁶⁾		1,257,276
		—		—		—		—		—		—			—		7,990	⁽⁷⁾		230,352
		—		—		—		—		—		—			—		13,480	⁽⁸⁾		388,628
Robert P. Rozek		—		—		—		—		—		5,400	⁽¹⁾		155,682		—			—
		—		—		—		—		—		8,495	⁽²⁾		244,911		—			—
		—		—		—		—		—		6,645	⁽³⁾		191,575		—			—
		—		—		—		—		—		10,146	⁽⁴⁾		292,509		—			—
		—		—		—		—		—		14,940	⁽⁵⁾		430,720		—			—
		—		—		—		—		—		—			—		21,120	⁽⁹⁾		608,890
		—		—		—		—		—		—			—		3,320	⁽¹⁰⁾		95,716
		—		—		—		—		—		—			—		5,600	⁽¹¹⁾		161,448
Byrne Mulrooney		—		—		—		—		—		15,024	⁽¹²⁾		433,142		—			—
		—		—		—		—		—		5,840	⁽²⁾		168,367		—			—
		—		—		—		—		—		4,853	⁽³⁾		139,912		—			—
		—		—		—		—		—		5,073	⁽⁴⁾		146,255		—			—
		—		—		—		—		—		10,920	⁽⁵⁾		314,824		—			—
		—		—		—		—		—		—			—		14,130	⁽¹³⁾		407,368
		—		—		—		—		—		—			—		2,430	⁽¹⁴⁾		70,057
		—		—		—		—		—		—			—		4,100	⁽¹⁵⁾		118,203
Mark Arian		—		—		—		—		—		1,950	⁽³⁾		56,219		—			—
		—		—		—		—		—		2,540	⁽⁴⁾		73,228		—			—
												5,410	⁽⁵⁾		155,970		—			—
		—		—		—		—		—		5,280	⁽¹⁶⁾		152,222		970	⁽¹⁷⁾		27,965
		—		—		—		—		—		—			—		2,030	⁽¹⁸⁾		58,525

(1)	~~The time-based restricted stock grant was made on July 25, 2014 and vests in four equal annual installments beginning on July 25, 2015.~~
~~(2)~~	~~The time-based restricted stock grant was made on July 8, 2015 and vests in four equal annual installments beginning on July 8, 2016.~~
~~(3)~~	The time-based restricted stock grant was made on July 8, 2016 and vests in four equal annual installments beginning on July 8, 2017.

(2)	The time-based restricted stock grant was made on July 12, 2017 and vests in four equal annual installments beginning on July 12, 2018.

(3)	The time-based restricted stock grant was made on July 9, 2018 and vests in four equal annual installments beginning on July 9, 2019.

(4)	The time-based restricted stock grant was made on July 9, 2018 and vests in three equal annual installments beginning on July 9, 2019.

(5)	The time-based restricted stock grant was made on July 9, 2019 and vests in four equal annual installments beginning on July 9, 2020.

(6)	This grant of Relative TSR Units was made on July ~~25, 2014.~~12, 2017. The award has a three-year vesting period after which between 0 and ~~56,480~~105,080 shares may vest depending upon the Company’s total stockholder return over the three-year ~~vesting~~ period relative to a peer group of companies. On July ~~25, 2017, 15,530~~12, 2020, 43,610 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies.

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~~(5)~~(7)	This grant of Relative TSR Units was made on July ~~8, 2015.~~9, 2018. The award has a three-year vesting period after which between 0 and ~~70,520~~63,940 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. Calculated using the probable outcome of ~~100%~~25% of ~~target.~~target based on performance to date.

~~(6)~~(8)	This grant of Relative TSR Units was made on July ~~8, 2016.~~9, 2019. The award has a three-year vesting period after which between 0 and ~~135,220~~107,840 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated using the probable outcome of 25% of target based on performance to date.

(9)	This grant of Relative TSR Units was made on July 12, 2017. The award has a three-year vesting period after which between 0 and 50,900 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. On July 12, 2020, 21,120 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies.

(10)	This grant of Relative TSR Units was made on July 9, 2018. The award has a three-year vesting period after which between 0 and 26,540 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. Calculated using the probable outcome of ~~100%~~25% of ~~target.~~

~~2017 Proxy Statement~~

~~Back~~target based on performance to ~~Contents~~

~~(7)~~	This grant of Synergy RSUs was made on December 23, 2015 and has characteristics of both market-based and performance-based restricted stock. The award had a three-year vesting period after which between 0 and 240,312 shares were eligible to vest depending upon the Company’s total stockholder return over the measurement period relative to a peer group of companies and contingent on the level of cost reduction goals achieved over the performance period. At the end of the performance measurement period ended April 30, 2017, it was determined that 267% of shares at target would vest on December 1, 2018, subject to continued employment through such date.

~~(8)~~(11)	This grant of Relative TSR Units was made on July ~~25, 2014.~~9, 2019. The award has a three-year vesting period after which between 0 and ~~19,160~~44,780 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated using the probable outcome of 25% of target based on performance to date.

(12)	The time-based restricted stock grant was made on July 8, 2016 and vests in five equal annual installments beginning on July 8, 2017.

(13)	This grant of Relative TSR Units was made on July 12, 2017. The award has a three-year vesting period after which between 0 and 34,040 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. On July ~~25, 2017, 5,270~~12, 2020, 14,130 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies.

~~(9)~~(14)	This grant of Relative TSR Units was made on July ~~8, 2015.~~9, 2018. The award has a three-year vesting period after which between 0 and ~~30,860~~19,420 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. Calculated using the probable outcome of ~~100%~~25% of ~~target.~~target based on performance to date.

~~(10)~~(15)	This grant of Relative TSR Units was made on July ~~8, 2016.~~9, 2019. The award has a three-year vesting period after which between 0 and ~~64,780~~32,760 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. Calculated using the probable outcome of 25% of target based on performance to date.

(16)	The time-based restricted stock grant was made on April 3, 2017 and vests in five equal annual installments beginning on April 3, 2018.

(17)	This grant of Relative TSR Units was made on July 9, 2018. The award has a three-year vesting period after which between 0 and 7,780 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. Calculated using the probable outcome of ~~100%~~25% of ~~target.~~
~~(11)~~	~~This grant of Synergy RSUs was made~~target based on ~~December 23, 2015 and has characteristics of both market-based and performance-based restricted stock. The award had a three-year vesting period after which between 0 and 120,156 shares were eligible~~performance to vest depending upon the Company’s total stockholder return over the measurement period relative to a peer group of companies and contingent on the level of cost reduction goals achieved over the performance period. At the end of the performance measurement period ended April 30, 2017, it was determined that 267% of shares at target would vest on December 1, 2018, subject to continued employment through such date.
~~(12)~~	~~The time-based restricted stock grant was made on July 9, 2013 and vests in four equal annual installments beginning on July 9, 2014.~~
~~(13)~~(18)	This grant of Relative TSR Units was made on July ~~25, 2014.~~9, 2019. The award has a three-year vesting period after which between 0 and ~~16,140~~16,220 shares may vest depending upon the Company’s total stockholder return over the three-year vesting period relative to a peer group of companies. ~~On July 25, 2017, 4,440 shares vested based upon the Company’s total stockholder return over the three-year performance period relative to a peer group of companies.~~
~~(14)~~	This grant of Relative TSR Units was made on July 8, 2015. The award has a three-year vesting period after which between 0 and 22,040 shares may vest depending upon the Company’s total stockholder return over the three-year period relative to a peer group of companies. Calculated using the probable outcome of ~~100%~~25% of ~~target.~~
~~(15)~~	~~This grant of Relative TSR Units was made~~target based on ~~July 8, 2016. The award has a three-year vesting period after which between 0 and 112,680 shares may vest depending upon the Company’s total stockholder return over the three-year period relative~~performance to ~~a peer group of companies. Calculated using the probable outcome of 100% of target.~~
~~(16)~~	~~The time-based restricted stock unit grant was made on April 3, 2017 and vests in five equal annual installments beginning on April 3, 2018.~~date.

~~STOCK VESTED IN FISCAL YEAR 2017~~Stock Vested in Fiscal Year 2020

The following table sets forth information with respect to and the vesting of stock awards for each of the named executive officers during the fiscal year ended April 30, ~~2017.~~2020.

	Option Awards		Stock Awards		Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Gary D. Burnison	—	—	144,880	3,198,449		—		—		106,020		4,101,494
Robert P. Rozek	—	—	49,735	1,097,529		—		—		50,470		1,952,527
Byrne Mulrooney	—	—	21,847	484,279		—		—		70,284		2,713,855
Mark Arian	—	—	—	—		—		—		4,560		136,375
Stephen D. Kaye	—	—	38,195	1,191,698

~~FISCAL YEAR 2017 PENSION BENEFITS~~Fiscal Year 2020 Pension Benefits

The following table sets forth the pension benefits of the named executive officers as of April 30, ~~2017.~~2020.

Name

Plan Name

Number of
Years Credited
Service or
Number of
Units Earned
(#)

Present Value
of Accumulated
Benefit
($)

Payments During Last
Fiscal Year ($)

Plan Name

Number of
Years Credited
Service or
Number of
Units Earned
(#)

Present Value
of Accumulated
Benefit
($)

Payments
During Last
Fiscal Year
($)

Gary D. Burnison

Executive Wealth Accumulation Plan (“EWAP”)

300,625

—

Executive Wealth Accumulation Plan (“EWAP”)

391,051

—

~~2017~~

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Enhanced Wealth Accumulation Plan

The EWAP was established in fiscal year 1994. Certain vice presidents elected to participate in a “deferral unit” that required the participant to contribute a portion of their compensation for an ~~eight year~~eight-year period, or in some cases, make an after-tax contribution, in return for defined benefit payments from the Company over a ~~fifteen year~~15-year period generally at retirement age of 65 or later. Participants were able to acquire additional “deferral units” every five years.

In June 2003, the Company amended the EWAP so as not to allow new participants or the purchase of additional deferral units by existing participants. The assumptions used to calculate the present value of the accumulated benefit under the EWAP are set forth in Note 6 to the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended April 30, ~~2017.~~2019.

~~FISCAL YEAR 2017 NONQUALIFIED DEFERRED COMPENSATION~~Fiscal Year 2020 Nonqualified Deferred Compensation

The nonqualified deferred compensation plan earnings and withdrawals of the named executive officers as of April 30, ~~2017~~2020 are set forth in the table below.

~~Name~~	~~Executive~~ ~~Contributions~~ ~~in Last FY~~ ~~($)~~	~~Registrant~~ ~~Contributions~~ ~~in Last FY~~ ~~($)~~	~~Aggregate~~ ~~Earnings/loss~~ ~~in Last FY~~ ~~($)~~	~~Aggregate~~ ~~Withdrawals/~~ ~~Distributions~~ ~~($)~~	~~Aggregate~~ ~~Balance at Last~~ ~~FYE~~ ~~($)~~
~~Gary D. Burnison~~	—	—	~~622~~	—	~~993,296~~⁽¹⁾
~~Robert P. Rozek~~	—	—	—	—	—
~~Byrne Mulrooney~~	—	~~875,000~~	—	—	~~875,000~~⁽²⁾
~~Mark Arian~~	—	~~1,000,000~~	—	—	~~1,000,000~~⁽²⁾

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings/Loss in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Gary D. Burnison		—		—		185,191		—		1,206,409	⁽¹⁾
Robert P. Rozek		—		—		—		—		—
Byrne Mulrooney		—		—		—		—		875,000	⁽²⁾
Mark Arian		—		—		—		—		1,000,000	⁽²⁾

(1)	The “Aggregate Balance at Last FYE” is comprised of contributions made by both Mr. Burnison and the Company of which $209,000 was reported as contributions in Summary Compensation Tables in prior-year proxy statements beginning with the fiscal year 2007 proxy statement. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.

(2)	On July 8, 2016, the Company established the ~~Long Term Performance Unit~~LTPU Plan ~~(“LTPU Plan”)~~ in order to promote the success of the Company by providing a select group of management and highly compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate and retain such employees. A unit award has a base value of $50,000 for the purpose of determining the payment that would be made upon early termination for a partially vested unit award. The units vest 25% on each anniversary date, with the unit becoming fully vested on the fourth anniversary of the grant date, subject to the participant’s continued service as of each anniversary date. Each vested unit award will pay out an annual benefit of $25,000 for each of five years commencing on the seventh anniversary of the grant date. On July 9, 2016, Mr. Mulrooney received seven units and on April 3, 2017, Mr. Arian ~~received 7~~eight units, ~~and 8 units, respectively,~~ and the value shown in the table represents the maximum benefit pursuant to such units.Mr. Mulrooney’s award vested 25% in each of fiscal years 2018, 2019 and 2020, and the value of $218,750 was reported in the Summary Compensation Table for each of those years. Mr. Arian’s award vested 50% in fiscal year 2019 and 25% in fiscal year 2020 and the value of $500,000 was reported in the Summary Compensation Table for fiscal year 2019 and $250,000 for fiscal year 2020 was reported in the Summary Compensation Table. The remaining value of such units will be reported in the Summary Compensation Table in future years upon the vesting thereof.

Please see the “Other Compensation Elements” section beginning on ~~pages 38 and 39~~page 34 for further discussion of the Company’s nonqualified deferred compensation plan.

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL~~Potential Payments Upon Termination or Change of Control

The tables below reflect the amount of compensation that would become payable to each of the named executive officers ~~(other than Mr. Kaye)~~ under existing plans and arrangements if that named executive officer’s employment had terminated on April 30, ~~2017~~2020 (pursuant to his employment agreement then in effect), given the named executive officer’s compensation and service levels as of such date (not taking into effect, however, the temporary reductions in base salary agreed to by the named executive officers, as provided in the applicable amendments to their employment agreements or letters) and, if applicable, based on the Company’s closing stock price on that date. ~~The information presented below with respect to Mr. Kaye, however, reflects actual amounts received in connection with his termination of employment in April of 2017.~~ These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to salaried employees, such as distributions under the Company’s 401(k) plan and EWAP, and previously accrued and vested benefits under the Company’s LTPU Plan and nonqualified deferred compensation plan, as described in the tables above. In addition, in connection with any actual termination of employment, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Committee determines appropriate. The actual amounts that would be paid

~~2017 Proxy Statement~~

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upon a named executive officer’s termination of employment can be determined only at the time of such named executive officer’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the named executive officer’s age. In addition, in connection with any actual termination of employment, the Company may determine to enter into an agreement or to

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establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Committee determines appropriate. References to “performance shares” mean any outstanding Relative TSR ~~Units or Synergy RSUs.~~Units.

Gary D. Burnison.Under the Burnison Employment Agreement, if Mr. Burnison’s employment is terminated due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options, other equity-type incentives (excluding performance shares) and benefits under the ECAP; (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment was terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved (provided, however, that with respect to Mr. Burnison’s Synergy RSUs, he would receive the number of shares actually earned in the performance period and interim measurement period based on Company performance over the entire performance period and interim measurement period);achieved; and (5) reimbursement of COBRA coverage premiums for Mr. Burnison and his dependents for as long as such coverage was available under COBRA. In addition, any unvested amount of the Retention Award would vest.

If we terminated Mr. Burnison’s employment for cause or he voluntarily terminated his employment without good reason, then we would pay him accrued compensation through the date of termination.

Under the Burnison Employment Agreement, prior to a change in control or more than 12 months after a change in control (and in any event prior to the Retention Vesting Date), if Mr. Burnison’s employment was terminated by us without cause or by Mr. Burnison for good reason (an “Involuntary Termination”), then we would provide him with the following: (1) his accrued compensation; (2) a pro rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; (3) cash payments equal to the greater of (i) the sum of one and one-half times his then current annual base salary and one and one-half times his target ~~bonus;~~bonus, or (ii) the prorated amount of the Retention Award based on days worked during the four-year vesting period; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage was available under COBRA; (5) vesting on the date of termination of all outstanding stock options, other equity-type incentives, other long-term awards and all benefits held under the ECAP (excluding performance shares) (collectively, the “Time Vested Awards”) that would have vested within 12 months of his termination; and (6) for performance shares, a pro rata award of performance shares based on actual performance through the entire performance period and the number of days Mr. Burnison was employed during the performance period ~~(and the subsequent time-based vesting period, in the case of the Synergy RSUs)~~ plus an additional year (provided this number of days does not exceed the number of days in the performance period). However, if such Involuntary Termination were to occur on or after the second anniversary and before the third anniversary of March 30, 2018, Mr. Burnison would instead receive two years of additional vesting for Time Vested Awards and pro rata plus two years (but not more than the entire performance period) vesting on future performance shares (based on actual performance for the entire performance period). For an Involuntary Termination on or after the third anniversary of March 30, 2018, Mr. Burnison would continue to vest in accordance with the terms of the Time Vested Awards and future performance awards, disregarding such termination. In addition, upon any termination occurring on or after the Retention Vesting Date (other than by the Company for cause or due to death or disability), all unvested equity awards granted on or after March 30, 2018 (and at least 90 days prior to such termination, other than with respect to an Involuntary Termination during such 90-day period, in which case, there will be no such 90-day requirement) will continue to vest in accordance with their terms, disregarding such termination. As an exception, the post-change of control double trigger equity severance vesting rules described below would continue to apply in the event of an Involuntary Termination within 12 months after a change of control.

The Burnison Employment Agreement provides that if there was a change of control and within 12 months Mr. Burnison’s employment was terminated by us without cause or by Mr. Burnison for good reason (and in any event prior to the Retention Vesting Date), then we would provide him with the following: (1) his accrued compensation; (2) a pro rata portion of his target annual cash incentive award; (3) cash payments equal to the greater of (i) the sum of two times his current annual base salary and two times his target ~~bonus;~~bonus, or (ii) the Retention Award; (4) for up to 18 months after termination, reimbursement of COBRA coverage premiums for him and his dependents for so long as such coverage is available under COBRA and for six months thereafter, reimbursement of a portion of the cost of healthcare coverage for him and his dependents; (5) vesting on the date of termination of all outstanding ~~stock options, other equity-type incentives, and all benefits under the ECAP (excluding performance shares);~~Time Vested Awards; (6) a pro rata award of performance shares ~~(other than Synergy RSUs)~~ based on the greater of the Company’s actual performance and target performance and the number of days in the performance period prior to the change in control; and (7) a pro rata award of performance shares ~~(other than Synergy RSUs)~~ based on target performance and the number of days remaining in the performance period after a change in control; and (8) for Synergy RSUs, a pro rata award based on actual performance and the number of days Mr. Burnison was employed during the performance period and subsequent time-based vesting period plus an additional year (provided the number of days does not exceed the number of days in the performance period).control.

~~2017~~

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

Gary D. Burnison	Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason			Death or Disability	Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Death or Disability
Equity/ECAP (excluding performance-based shares)	$	707,940	$	2,336,461	$	2,336,461	$	2,240,307	$	2,912,003	$	2,912,003
Performance-Based Shares⁽¹⁾		7,269,619		7,997,807		9,033,379		3,733,485		3,733,485		3,733,485
Base Salary		1,365,000		1,820,000		—		1,365,000		—		—
Bonus(2)		2,632,630		2,730,000		910,000		2,730,000		1,092,000		1,092,000
Retention Award								—		5,000,000		5,000,000
Health Benefits		45,813		61,084		91,625⁽²⁾		48,467		64,622		96,934	⁽³⁾
TOTAL	$	12,021,002	$	14,945,352	$	12,371,465	$	10,117,259	$	12,802,110	$	12,834,422

(1)	For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal ~~2017,~~2020, it was assumed that the Company achieved target performance. With respect to Mr. Burnison’s grants of performance shares for which the measurement period ended on April 30, ~~2017~~2020 (and vested on July ~~25, 2017)~~12, 2020), actual results were used in the calculations. With respect to Mr. Burnison’s grant of performance shares for which the measurement period ended on April 30, ~~2017,~~2020, the measurement period was assumed to have concluded prior to his termination for purposes of the table.
(2)	Because no cash bonuses were paid in fiscal year 2020 due to the Compensation Committee’s exercise of negative discretion, Mr. Burnison’s bonus payments in the calculations above are based on his target bonus for the year.
(3)	Where Mr. Burnison or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available.

Robert P. Rozek.Under the Rozek Employment Agreement, if Mr. Rozek’s employment terminates due to death or disability, then he, or his legal representatives, would receive: (1) all accrued compensation as of the date of termination; (2) full vesting of all outstanding stock options and other equity-type incentives (excluding performance shares and benefits under the ECAP, if any); (3) a pro rata portion of his target annual cash incentive award for the fiscal year in which his employment is terminated; (4) the number of performance shares that would have been earned if he had served the Company for the entire performance period and the target performance had been achieved (provided, however, that with respect to Mr. Rozek’s Synergy RSUs, he would receive the number of shares actually earned in the performance period and interim measurement period based on Company performance over the entire performance period and interim measurement period);achieved; and (5) reimbursement of COBRA coverage premiums for him and his dependents for as long as such coverage is available under COBRA.

If we terminate Mr. Rozek’s employment for cause or he voluntarily terminates his employment without good reason, then we will pay him accrued compensation through the date of termination.

In the event that Mr. Rozek’s employment is terminated by the Company without cause or by Mr. Rozek for good reason prior to a change in control or more than 12 months after a change in control occurs, the Company will pay Mr. Rozek the following severance payments: (1) his accrued compensation; (2) a pro-rata portion of his annual cash incentive award, based on actual Company performance, for the year in which his employment terminated; (3) a cash payment equal to one time his then current annual base salary to be paid over 12 months; (4) reimbursement of COBRA coverage premiums for Mr. Rozek and his covered dependents for up to 18 months; (5) all outstanding equity incentive awards (other than any performance shares) held by Mr. Rozek and benefits under the Company’s ECAP (if any) at the time of termination that would have vested in the 12 months following the date of termination will become fully vested as of the date of termination; and (6) a pro rata award of performance shares based on actual performance and the number of days Mr. Rozek was employed during the performance period ~~(and the subsequent time-based vesting period, in the case of the Synergy RSUs)~~ plus an additional year (provided this number of days does not exceed the number of days in the performance period).

In the event that Mr. Rozek’s employment is terminated by the Company without cause or by Mr. Rozek for good reason within 12 months following a change in control, the Company will pay Mr. Rozek the following severance payments: (1) his accrued compensation; (2) a pro-rata portion of his target annual cash incentive award; (3) a cash payment equal to the sum of one time his current annual base salary and one time his target bonus to be paid over 12 months; (4) reimbursement of COBRA coverage premiums for Mr. Rozek and his covered dependents for up to 18 months, plus an additional 6six months of health plan premium reimbursement; (5) all outstanding stock options and other equity type incentives held by Mr. Rozek and benefits under the ECAP (if any) at the time of termination, except for performance shares, will become fully vested as of the date of termination; (6) a pro-rata number of performance shares ~~(other than Synergy RSUs)~~ and/or a payout under any long-term performance-based cash incentive program based on actual performance and the number of days in the performance period prior to the change in control; and (7) a pro-rata number of performance shares ~~(other than Synergy RSUs)~~ and/or a payout under any long-term performance-based cash incentive program based on target performance and the number of days remaining in the performance period after the change in control; and (8) for Synergy RSUs, a pro rata award based on actual performance and the number of days Mr. Rozek was employed during the performance period and subsequent time-based vesting period plus an additional year (provided the number of days does not exceed the number of days in the performance period).control.

~~2017 Proxy Statement~~

~~Back to Contents~~

In the event Mr. Rozek’s employment is terminated by the Company without cause upon the expiration of any one-year term of the Rozek Employment Agreement, the Company will pay Mr. Rozek his accrued compensation and, subject to Mr. Rozek’s provision of transition services to the Company for a period of three months (during which time Mr. Rozek would be entitled to continued pay at his then current annual base salary rate and participation in the Company’s welfare benefit

| 2020 Proxy Statement

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plans, but no additional bonus or equity compensation), (1) a cash payment equal to one time his then current annual base salary to be paid in equal monthly installments over 12 months, (2) reimbursement of COBRA coverage premiums for Mr. Rozek and his covered dependents for up to 18 months following termination, (3) the equity awards initially granted to Mr. Rozek in connection with ~~his employment agreement~~the Rozek Employment Agreement will become fully vested (assuming the target performance), (4) all outstanding equity incentive awards ~~(the~~(other than the equity awards initially granted to Mr. Rozek in connection with ~~his employment agreement~~the Rozek Employment Agreement and any other performance shares) held by Mr. Rozek and benefits under the ECAP (if any) at the time of termination that would have vested in the 12 months following the date of termination will become fully vested as of the date of termination, and (5) a pro rata award of performance shares based on actual performance and the number of days Mr. Rozek was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period).

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

Robert P. Rozek	Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Death or Disability		Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Death or Disability
Equity (excluding performance-based shares)	$	310,068	$	1,053,421	$	1,053,421	$	595,940	$	1,315,398	$	1,315,398
Performance-Based Shares⁽¹⁾		3,452,086		3,800,939		4,318,726		1,421,996		1,636,967		1,636,967
Base Salary		575,000		575,000		—		575,000		575,000		—
Bonus(2)		800,975		1,150,000		575,000		575,000		1,150,000		575,000
Health Benefits		45,813		61,084		91,625⁽²⁾		44,589		59,451		89,177	⁽³⁾
TOTAL	$	5,183,942	$	6,640,444	$	6,038,772	$	3,212,524	$	4,736,816	$	3,616,542

(1)	For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal ~~2017,~~2020, it was assumed that the Company achieved target performance. With respect to Mr. Rozek’s grants of performance shares for which the measurement period ended on April 30, ~~2017~~2020 (and vested on July ~~25, 2017)~~12, 2020), actual results were used in the calculations. With respect to Mr. Rozek’s grant of performance shares for which the measurement period ended on April 30, ~~2017,~~2020, the measurement period was assumed to have concluded prior to his termination for purposes of the table.
(2)	Because no cash bonuses were paid in fiscal year 2020 due to the Compensation Committee’s exercise of negative discretion, Mr. Rozek’s bonus payments in the calculations above are based on his target bonus for the year.
(3)	Where Mr. Rozek or his dependents are entitled to COBRA for as long as COBRA is available, we have assumed entitlement to 36 months of COBRA as that is the maximum length of time for which such benefits may be available.

Byrne Mulrooney.Under the Mulrooney Letter Agreement, in the event that Mr. Mulrooney’s employment is terminated by the Company for any reason other than cause or due to Mr. Mulrooney’s death or disability or by Mr. Mulrooney for good reason, and such termination occurs prior to or more than 12 months following the occurrence of a change in control, the Company will pay Mr. Mulrooney the following severance payments subject to his execution and delivery of a general release and compliance with the restrictive covenants set forth in the ~~agreement:~~Mulrooney Letter Agreement (1) his accrued compensation; (2) a pro-rata portion of his annual cash incentive award, based on actual company performance, for the year in which his employment terminated; (3) a cash payment equal to one time his then current annual base salary to be paid in equal monthly installments over 12 months; (4) reimbursement of COBRA coverage premiums for Mr. Mulrooney and his covered dependents for up to 18 months following termination; (5) all outstanding equity incentive awards (other than any performance shares) held by Mr. Mulrooney and benefits under the Company’s ECAP (if any) at the time of termination that would have vested in the 12 months following the date of termination will become fully vested as of the date of termination; and (6) a pro rata award of performance shares based on actual performance and the number of days Mr. Mulrooney was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period).

In the event that Mr. Mulrooney’s employment is terminated by the Company for any reason other than cause or due to Mr. Mulrooney’s death or disability or by Mr. Mulrooney for good reason and such termination occurs within 12 months following the occurrence of a change in control, then Mr. Mulrooney will be entitled to receive the same severance benefits as described above (subject to the execution and delivery of a general release and compliance with the restrictive covenants in the ~~agreement)~~Mulrooney Letter Agreement) except that the cash payment described in (3) above will equal one time Mr. Mulrooney’s then current annual base salary plus his then current target annual incentive award and Mr. Mulrooney will be entitled to full vesting of his outstanding equity awards and benefits under the ECAP (if any); provided, however, that with respect to performance shares, such vesting will be based on actual performance through the date of the change in control.

In addition, pursuant to the terms of the LTPU Plan and Mr. Mulrooney’s LTPU award, his unvested LTPU award would become vested upon the occurrence of his death or disability or in the event of a change in control and, in the case of death or disability, payout of the award, which generally ~~commences~~occurs in five equal annual installments commencing in the calendar year including the seventh anniversary of the grant date and ~~occurs in equal annual installments~~ over ~~five~~four years thereafter (unless elected otherwise), would commence on the 60^th60th day following a termination due to death or ~~during~~would be payable as a single lump sum in the year ~~of disability.~~in which a disability occurs. Each unit awarded under the ~~LTPU Plan has a total value of $125,000. Mr. Mulrooney was~~

~~2017~~

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LTPU Plan has a total value of $125,000 and a base value of $50,000, which is relevant for purposes of determining the value of payout of a partially-vested LTPU award. Mr. Mulrooney was awarded seven units under the LTPU Plan and thus the total value of his vested award is ~~$875,000.~~$875,000 and the total base value of his award is $350,000. If Mr. Mulrooney terminates employment prior to his death or disability and not for cause, he is entitled to a lump sum payment of a portion of the base value of his award based on the years of service completed since the grant date to the extent that the termination occurs at least 13 months following the grant date. Because Mr. Mulrooney’s LTPU award was made on July 8, 2016, ~~however, he would have forfeited the award in the event of~~ such a termination occurring on April 30, 2020 would entitle him to 75% of the ~~last day~~base value of ~~fiscal year 2017.~~his award.

Byrne Mulrooney	Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Change of Control		Death or Disability		Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Change of Control		Death or Disability
Equity (excluding performance-based shares)	$	457,731	$	1,593,950	$	—	$	—	$	499,225	$	1,202,499	$	—	$	—
Performance-Based Shares⁽¹⁾		1,719,515		2,326,320		—		—		1,002,019		1,159,543		—		—
Base Salary		450,000		450,000		—		—		450,000		450,000		—		—
Bonus(2)		750,000		1,400,000		—		—		526,316		1,676,316		—		—
Health Benefits		42,651		42,651		—		—		44,070		44,070		—		—
LTPU Award⁽²⁾⁽³⁾		—		—		875,000		875,000		262,500		—		875,000		875,000
TOTAL	$	3,419,897	$	5,812,921	$	875,000	$	875,000	$	2,784,130	$	4,532,428	$	875,000	$	875,000

(1)	For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal ~~2017,~~2020, it was assumed that the Company achieved target performance. With respect to Mr. Mulrooney’s grants of performance shares for which the measurement period ended on April 30, ~~2017~~2020 (and vested on July ~~25, 2017)~~12, 2020), actual results were used in the calculations. With respect to Mr. Mulrooney’s grant of performance shares for which the measurement period ended on April 30, ~~2017,~~2020, the measurement period was assumed to have concluded prior to his termination for purposes of the table.
(2)	Because no cash bonuses were paid in fiscal year 2020 due to the Compensation Committee’s exercise of negative discretion, Mr. Mulrooney’s bonus payments in the calculations above are based on an estimated target bonus for the year. Such estimated target bonus is an approximation of his target annual cash incentive based on the annual cash incentive payments made to Mr. Mulrooney in prior years.
(3)	The vesting of Mr. Mulrooney’s LTPU award would accelerate on a change of control or a termination due to death or ~~disability and payout~~disability. Payout of the award ~~which~~ generally ~~commences~~occurs in ~~the calendar year including~~five equal annual installments commencing in the seventh anniversary of the grant date and ~~occurs in equal annual installments~~ over ~~five~~four years thereafter (unless elected otherwise). In the case of a termination due to death or disability, payout of the award would commence on the 60th day following a termination due to death ~~or on the one-year anniversary of a termination due to disability~~ but would still occur in equal annual installments in accordance with the terms of the LTPU ~~plan.~~plan or would be payable as a single lump sum in the year in which a disability occurs.

Mark Arian.Under the Arian Letter Agreement, in the event that Mr. Arian’s employment is terminated by the Company for any reason other than cause (and not due to Mr. Arian’s death or disability) or by Mr. Arian for good reason, and such termination occurs prior to or more than 12 months following the occurrence of a change in control, Mr. Arian will become entitled to the following payments and benefits subject to his execution and delivery of a general release and compliance with the restrictive covenants set forth in the ~~agreement:~~Arian Letter Agreement (1) his accrued compensation; (2) a pro-rata portion of his annual cash incentive award, based on actual company performance, for the year in which his employment terminated; (3) a cash payment equal to one time his then current annual base salary to be paid in equal monthly installments over 12 months; (4) ~~any portion of the 2018 Minimum Incentive that has not already been paid as of the date of termination; (5)~~ reimbursement of COBRA coverage premiums for Mr. Arian and his covered dependents for up to 18 months following termination; ~~(6)~~(5) full vesting of the Sign On Equity Award to the extent then outstanding and unvested; ~~(7)~~(6) all outstanding equity incentive awards (other than the Sign On Equity Award and any performance shares) held by Mr. Arian and benefits under the Company’s ECAP (if any) at the time of termination that would have vested in the 12 months following the date of termination will become fully vested as of the date of termination; ~~(8)~~(7) outstanding LTPU awards will be treated in accordance with the LTPU Plan (as described in more detail below); and ~~(9)~~(8) a pro rata award of performance shares and/or long-term performance-based cash incentives based on actual performance and the number of days Mr. Arian was employed during the performance period plus an additional year (provided this number of days does not exceed the number of days in the performance period).

In addition, in the event that Mr. Arian’s employment is terminated by the Company for any reason other than cause (and not due to death or disability) or by ~~My.~~Mr. Arian for good reason and such termination occurs within 12 months following the occurrence of a change in control, then Mr. Arian will be entitled to receive the same severance benefits as described in (3) through ~~(9)~~(8) above (subject to the execution and delivery of a general release and compliance with the restrictive covenants in the ~~agreement)~~Arian Letter Agreement) except that the cash payment described in (3) above will equal one time Mr. Arian’s then current annual base salary plus his then current target annual incentive award and Mr. Arian will be entitled to full vesting of his outstanding equity awards and benefits under the ECAP (if any); provided, however, that with respect to performance shares, such vesting will be based on actual performance through the date of the change in control.

Pursuant to the terms of the LTPU Plan and Mr. Arian’s LTPU award, his unvested LTPU award would become vested upon the occurrence of his death or disability or in the event of a change in control and payout of the award, which generally ~~commences~~occurs in five equal annual installments commencing in the calendar year including the seventh anniversary of the grant date and ~~occurs in equal annual installments~~ over ~~five~~four years thereafter (unless elected otherwise), would commence on the 60^th60th day following a termination due to death or ~~during~~would be payable as a single lump sum in the year ~~of disability.~~in which a disability occurs. Each unit awarded under the LTPU Plan has a total value of ~~$125,000.~~$125,000 and a base value of

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$50,000. Mr. Arian was awarded eight units under the LTPU Plan and thus the total value of his vested award is ~~$1,000,000.~~$1,000,000 and the total base value of his award is $400,000. If Mr. Arian terminates employment prior to his death or disability and not for cause, he is entitled to a lump sum payment of a portion of the base value of his award based on the years of service completed since the grant date to the extent that the termination occurs at least 13 months following the grant date. Because Mr. Arian’s LTPU award was made in April 2017, ~~however, he would have forfeited the award in the event of~~ such a termination occurring on April 30, 2020 would entitle him to 75% of the ~~last day~~base value of ~~fiscal year 2017.~~his award.

Mark Arian	Prior to a Change in Control or More than 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Within 12 Months after a Change in Control and Termination Without Cause or With Good Reason		Change of Control		Death or Disability
Equity (excluding performance-based shares)	$	207,936	$	437,639	$	—	$	—
Performance-Based Shares⁽¹⁾		267,992		345,960		—		—
Base Salary		450,000		450,000		—		—
Bonus⁽²⁾		447,368		1,447,368		—		—
Health Benefits		48,467		48,467		—		—
LTPU Award⁽³⁾		300,000		—		1,000,000		1,000,000
TOTAL	$	1,721,763	$	2,729,435	$	1,000,000	$	1,000,000

~~2017 Proxy Statement~~

~~Back to Contents~~

Mark Arian Prior to a Change
in Control or More
than 12 Months after
a Change in Control
and Termination
Without Cause or
With Good Reason Within 12 Months
after a Change
in Control and
Termination
Without Cause or
With Good Reason Change of
Control Death or
Disability
Equity (excluding performance-based shares) $ 427,680 $ 427,680 $ — $ —
Base Salary 450,000 450,000 — —
Bonus 950,000 950,000 — —
Health Benefits 45,813 45,813 — —
LTPU Award⁽¹⁾ — — 1,000,000 1,000,000
TOTAL $ 1,873,493 $ 1,873,493 $ 1,000,000 $ 1,000,000

(1)	For the calculations above, if performance shares would vest based on actual Company performance, to the extent the applicable vesting period was still ongoing as of the end of fiscal 2020, it was assumed that the Company achieved target performance. With respect to Mr. Arian’s grants of performance shares for which the measurement period ended on April 30, 2020 (and vested on July 12, 2020), actual results were used in the calculations. With respect to Mr. Arian’s grant of performance shares for which the measurement period ended on April 30, 2020, the measurement period was assumed to have concluded prior to his termination for purposes of the table.
(2)	Because no cash bonuses were paid in fiscal year 2020 due to the Compensation Committee’s exercise of negative discretion, Mr. Arian’s bonus payments in the calculations above are based on an estimated target bonus for the year. Such estimated target bonus is an approximation of his target annual cash incentive based on the annual cash incentive payments made to Mr. Arian in prior years.
(3)	The vesting of Mr. Arian’s LTPU award would accelerate on a change of control or a termination due to death or ~~disability and payout~~disability. Payout of the award ~~which~~ generally ~~commences~~occurs in ~~the calendar year including~~five equal annual installments commencing in the seventh anniversary of the grant date and ~~occurs in equal annual installments~~ over ~~five~~four years thereafter (unless elected otherwise). In the case of a termination due to death or disability, payout of the award would commence on the 60th day following a termination due to death ~~or on the one-year anniversary of a termination due to disability~~ but would still occur in equal annual installments in accordance with the terms of the LTPU ~~plan.~~plan or would be payable as a single lump sum in the year in which a disability occurs.

For purposes of the foregoing employment agreements (as in effect on April 30, ~~2017)~~2020), “cause,” “change in control,” “and “good reason,” generally mean the following:

•	~~“Cause” for purposes of Messrs. Burnison, Rozek, Mulrooney and Arian means:~~

“Cause” means:

	–	conviction of any felony or other crime involving fraud, dishonesty or acts of moral turpitude or pleading guilty or nolo contendere to such charges; or

	–	reckless or intentional behavior or conduct that causes or is reasonably likely to cause the Company material harm or injury or exposes or is reasonably likely to expose the Company to any material civil, criminal or administrative liability; or

	–	any material misrepresentation or false statement made by the executive in any application for employment, employment history, resume or other document submitted to the Company, either before, during or after employment; or

	–	for Messrs. Mulrooney and Arian, material violation of the Company’s material written policies or procedures; or

	–	for Mr. Arian, certain representations under the ~~agreement~~Arian Letter Agreement are untrue.

•	~~“Change in Control” means:~~

“Change in Control” means:

	–	an acquisition by any person of beneficial ownership or a pecuniary interest in more than 30% (50% for Mr. Burnison) of the common stock of the Company or voting securities entitled to then vote generally in the election of directors (“Voting Stock”) of the Company, after giving effect to any new issue in the case of an acquisition from the Company;

	–	the consummation of a merger, consolidation, or reorganization of the Company or of a sale or other disposition of all or substantially all of the Company’s consolidated assets as an entirety (collectively, a “Business Combination”), other than a Business Combination (a) in which all or substantially all of the holders of Voting Stock of the Company hold or receive directly or indirectly 70% (50% for Mr. Burnison and for Messrs. Mulrooney and Arian, more than 50%) or more of the Voting Stock of the entity resulting from the Business Combination (or a parent company), and (b) after which no person (other than certain excluded persons) owns more than 30% (50% for Mr. Burnison) of the Voting Stock of the resulting entity (or a parent company) who did not own directly or indirectly at least that percentage of the Voting Stock of the Company immediately before the Business Combination, and (c) after which one or more excluded persons own an aggregate amount of Voting Stock of the resulting entity at least equal to the aggregate number of shares of Voting Stock owned by any persons who (i) own more than 5% of the Voting Stock of the resulting entity, (ii) are not excluded persons, (iii) did not own directly or indirectly at least the same percentage of the Voting Stock of the Company immediately before the Business Combination, and (iv) in the aggregate own more than 30% (50% for Mr. Burnison) of the Voting Stock of the resulting entity;

	–	approval by the Board of the Company and (if required by law) by stockholders of the Company of a plan to consummate (or, for Mr. Burnison, consummation of) the dissolution or complete liquidation of the Company; or

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	–	during any period of two consecutive years, individuals who at the beginning of such period constituted the Board and any new directors whose appointment, election, or nomination for election was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved (all such directors, “Incumbent Directors”), cease for any reason to constitute a majority of the Board. Notwithstanding the above provisions, no “Change in Control” shall be deemed to have occurred if a Business Combination, as described above, is effected and a majority of the Incumbent Directors, through the adoption of a Board resolution, determine that, in substance, no Change in Control has occurred.

•	~~“Good Reason” for purposes of Mr. Burnison means, if without Mr. Burnison’s prior written consent:~~

“Good Reason” for purposes of Mr. Burnison means, if without Mr. Burnison’s prior written consent:

	–	the Company materially reduces Mr. Burnison’s duties or responsibilities as Chief Executive Officer or assigns him duties which are materially inconsistent with his duties or which materially impair his ability to function as Chief Executive Officer;

	–	the Company reduces Mr. Burnison’s base salary or target annual incentive award under the Company’s annual cash incentive bonus plan (in each case, other than as part of an across-the-board reduction applicable to all executive officers of the Company);

~~2017 Proxy Statement~~

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	–	the Company fails to perform or breaches its obligations under any other material provision of ~~Mr. Burnison’s employment agreement~~the Burnison Employment Agreement and fails to cure such failure or breach within the period required by ~~Mr. Burnison’s employment agreement;~~the Burnison Employment Agreement;

	–	Mr. Burnison’s primary location of business is moved by more than 50 miles, subject to certain exceptions set forth in ~~Mr. Burnison’s employment agreement;~~the Burnison Employment Agreement;

	–	the Company reduces Mr. Burnison’s title of Chief Executive Officer or removes him; or

	–	the Company fails to obtain the assumption in writing of its obligation to perform the ~~agreement~~Burnison Employment Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction.

•	~~“Good Reason” for purposes of Mr. Rozek means, if without Mr. Rozek’s prior written consent:~~

“Good Reason” for purposes of Mr. Rozek means, if without Mr. Rozek’s prior written consent:

	–	the Company materially reduces Mr. Rozek’s title, duties or responsibilities as Chief Financial Officer, or removes him;

	–	the Company reduces Mr. Rozek’s then current base salary or target award opportunity under the Company’s annual and/or long-term incentive compensation program(s) (in each case, other than as part of an across-the-board reduction (other than relating to Base Salary within the first 12 months of the Term) applicable to all “named executive officers” of the Company (as defined under Item 402 of Regulation S-K and to the extent employed by the Company at that time) and/or other than as a result of the exercise of the Compensation Committee’s discretion with respect to the long-term incentive compensation program); or

	–	Mr. Rozek’s primary location of business is moved by more than 50 miles (other than in connection with a move of the Company’s corporate headquarters).

•	~~“Good Reason” for purposes of Messrs. Mulrooney and Arian means, if without Mr. Mulrooney’s or Mr. Arian’s prior written consent and subject to the Company’s cure right:~~

“Good Reason” for purposes of Messrs. Mulrooney and Arian means, if without Mr. Mulrooney’s or Mr. Arian’s prior written consent and subject to the Company’s cure right:

	–	The Company materially reduces his duties or responsibilities as Chief Executive Officer, ~~Futurestep~~Recruitment Process Outsourcing, Professional Search and Digital or ~~Hay Group,~~Consulting, as applicable; or

	–	The Company materially reduces his then current base salary or target annual incentive award (other than as part of an across-the-board reduction applicable to all “named executive officers” of the Company); or

	–	for Mr. Arian, the Company materially breaches a material term of the Arian Letter Agreement.

~~Stephen Kaye.~~Pay Ratio Disclosure

The 2020 annual total compensation of the median compensated of all our employees, other than our CEO Gary Burnison, was $83,323; Mr. ~~Kaye’s employment with~~Burnison’s 2020 annual total compensation was $4,442,985, and the ~~Company terminated in April 2017 pursuant~~ratio of these amounts was 1-to-53.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a ~~Separation~~variety of methodologies, to apply certain exclusions, and ~~Release Agreement (the “Separation Agreement”) entered into on March 17, 2017 (the “Agreement Date”). Pursuant~~to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the ~~Separation Agreement~~pay ratio reported above, as other companies have different employee populations and ~~as required by~~compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The SEC’s rules also allow us to omit the ~~terms of the Kaye Letter Agreement and Mr. Kaye’s Synergy RSU award agreement, Mr. Kaye, in exchange for his execution~~employees of a ~~general release~~newly-acquired entity from our pay ratio calculation for the fiscal year in which the acquisition occurs. As a result, when calculating our 2020 pay ratio, we excluded 419 employees acquired in connection with our acquisition of ~~claims against~~Miller Heiman Group, AchieveForum, and Strategy Execution from TwentyEighty, Inc.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the ~~Company and continued compliance with certain restrictive covenants, received or will receive, in addition to his accrued~~methodology described below. For these purposes, we identified a median compensated employee using cash compensation ~~the following additional benefits: (1) an amount in cash equal to one time his base salary~~ paid in ~~equal monthly installments over 12 months ($450,000); (2) reimbursement~~fiscal year 2018, which we annualized for any employee who did not work for the entire year unless designated as a temporary, seasonal, or other non-permanent employee on our records. As permitted by SEC rules, we used a valid statistical sampling methodology applied to all our employees who were employed as of ~~COBRA coverage premiums for Mr. Kaye and his covered dependents for up~~April 30, 2018, to ~~18 months ($41,815); (3)~~identify the global median employee. We believe there have been no changes in our employee population or our compensation arrangements in 2020 that would result in a lump sum cash payment equal to $1,000,000 representing full acceleration and settlement of his Retention Award; (4) accelerated vesting of his sign-on equity award (value on settlement of $634,489; and (5) vesting of 12,085 shares of his Synergy RSUs (value on settlement of $391,554).material change in our pay ratio disclosure or our median employee.

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~~FISCAL YEAR 2017 COMPENSATION OF DIRECTORS~~Fiscal Year 2020 Compensation of Directors

The compensation of directors, including all restricted stock unit awards, for fiscal ~~2017~~year 2020 is set forth in the table below.

Name Fees Earned
or Paid in Cash ($) Stock
Awards ($)⁽¹⁾ Other
Compensation⁽²⁾ Total
($)
Doyle N. Beneby 73,329 ⁽³⁾ 119,950 2,464 195,743
William R. Floyd 78,329 ⁽⁴⁾ 119,950 8,896 207,175
Christina A. Gold 83,329 ⁽⁵⁾ 119,950 1,784 205,063
Jerry P. Leamon 97,493 ⁽⁶⁾ 119,950 1,784 219,227
Debra J. Perry 92,493 ⁽⁷⁾ 119,950 1,784 214,227
George T. Shaheen 193,329 ⁽⁸⁾ 119,950 15,952 329,231

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)		⁽¹⁾	Other Compensation		⁽²⁾	Total ($)
Doyle N. Beneby		107,500	⁽³⁾		150,108			6,592			264,200
William R. Floyd		—	⁽⁴⁾		—			—			—
Christina A. Gold		335,000	⁽⁵⁾		150,108			1,326			486,434
Len J. Lauer		—	⁽⁶⁾		235,169			—			235,169
Jerry P. Leamon		112,500	⁽⁷⁾		150,108			1,326			263,934
Angel R. Martinez		92,500	⁽⁸⁾		150,108			1,326			243,934
Debra J. Perry		110,000	⁽⁹⁾		150,108			1,326			261,434
Lori J. Robinson		85,000	⁽¹⁰⁾		150,108			840			235,948
George T. Shaheen		28,178	⁽¹¹⁾		75,078			9,620			84,698

(1)	Represents the aggregate grant date fair value of awards granted during the fiscal year, calculated in accordance with Accounting Standards Codification, 718, Compensation-Stock Compensation. The assumptions used to calculate the valuation of the awards are set forth in Note 4 to the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended April 30, ~~2017.~~2020. As of April 30, ~~2017,~~2020, the aggregate restricted stock units ~~granted to~~held by each director was ~~5,520~~4,200 restricted stock units representing their annual equity ~~grant.~~grant, with the exception of Mr. Lauer who opted to take his cash retainer in stock and Mr. Shaheen who held 2,950 restricted stock units and returned on an interim basis upon Mr. Lauer’s death. The restricted stock units granted to Mr. Lauer were forfeited in connection with his passing. Mr. Beneby held an additional 14,380 fully vested deferred stock units.
(2)	Represents dividends on unvested restricted stock ~~units~~units.
(3)	Mr. Beneby received a director fee of ~~$65,000~~$85,000 and ~~a prorated annual rate increase~~$12,500 for service as Nominating Committee Chair during fiscal year 2020. As of ~~$8,329.~~January 1, 2019, he was appointed the Nominating Committee Chair and was paid $10,000 in fiscal year 2020 for services rendered in fiscal year 2019.
(4)	Mr. Floyd retired from the Board effective October 3, 2019, and he did not receive any reportable compensation in fiscal year 2020.
(5)	Ms. Gold received an annual fee of $120,000 for her services as Chairperson of the Board, a director fee of ~~$65,000 plus a prorated annual rate increase of $8,329 and $5,000 for service as an Audit Committee Member during fiscal year 2017.~~

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~~(5)~~	~~Ms. Gold received a director fee of $65,000 plus a prorated annual rate increase of $8,329~~$85,000, and $10,000 for service as a Nominating Committee Chair during fiscal ~~2017.~~year 2020. As of January 1, 2019, she was appointed the Chairperson of the Board and was paid $120,000 in fiscal year 2020 for services rendered in fiscal year 2019.
(6)	Mr. Lauer joined the Board, effective October 3, 2019. On April 12, 2020, Mr. Lauer passed away. Effective April 16, 2020, Mr. Shaheen replaced Mr. Lauer as a director.
(7)	Mr. Leamon received a director fee of ~~$65,000 plus a prorated annual rate increase of $8,329 and~~$85,000, an annual fee of ~~$15,000 plus a prorated rate increase of $4,164~~$20,000 for service as Compensation Committee Chair, and ~~$5,000~~$7,500 for service as Audit Committee Member during fiscal year ~~2017.~~2020.
~~(7)~~(8)	Mr. Martinez received a director fee of $85,000 and an annual fee of $7,500 for his services as Audit Committee Member during fiscal year 2020.
(9)	Ms. Perry received a director fee of ~~$65,000 plus a prorated annual rate increase of $8,329~~$85,000 and an annual fee of ~~$15,000 plus a prorated rate increase of $4,164~~$25,000 for her services as Audit Committee Chair during fiscal ~~2017.~~year 2020.
~~(8)~~(10)	~~Mr. Shaheen~~Ms. Robinson received ~~an annual fee of $120,000 for his services as Chairman of the Board during fiscal 2017~~ a director fee of ~~$65,000 plus~~$85,000 during fiscal year 2020.
(11)	Mr. Shaheen retired from the Board effective October 3, 2019. On April 16, 2020, upon the death of Mr. Lauer, Mr. Shaheen returned to serve on the Board. Mr. Shaheen received a ~~prorated annual rate increase~~partial director fee of ~~$8,329.~~$28,178 for his service as a Board member during fiscal year 2020.

Directors who are also employees or officers do not receive any additional compensation for their service on the Board. The Committee, in consultation with Pearl Meyer, its independent compensation consultant, periodically reviews non-employee director compensation and recommends changes based on competitive market data. Most recently, increases in director compensation that became effective for fiscal year 2018 were implemented in order to better align director compensation with that of our peer group. On October 2, 2019, the director fees were increased as follows: the annual director fee was increased from $75,000 to $85,000; the value of the annual equity award of restricted stock units granted to non-employee directors was increased from $120,000 to $150,000; the fee paid to members of the Audit Committee was increased from $5,000 to $7,500; the fee paid to the Audit Committee Chair was increased from $20,000 to $25,000; and the fee paid to the Nominating and Corporate Governance Committee Chair was increased from $10,000 to $12,500. Such changes in compensation remain aligned with director compensation of our peer group companies.

The non-employee director compensation program provides for an annual equity award of restricted stock units with a value of approximately ~~$120,000~~$150,000 to be awarded on the date of each annual meeting of stockholders. The number of units subject to such award is determined by dividing ~~$120,000~~$150,000 by the closing price of the Company’s common stock on the date of such annual meeting of stockholders (rounded to the nearest ten units). Non-employee directors are permitted to defer settlement of their restricted stock units; during fiscal year ~~2017,~~2020, Messrs. Shaheen ~~Floyd~~ and Beneby elected to defer their restricted stock units. The restricted stock unit awards vest on the day before the following annual meeting of stockholders. Additionally, non-employee directors receive each year, ~~$65,000 (updated to $75,000 effective for fiscal year 2018)~~$85,000 either in cash or in restricted stock units, at their election, on the date of each annual meeting of stockholders. The non-employee director compensation program is intended to compensate the non-employee directors for their services through the next annual meeting of stockholders. In addition, each member of the Audit Committee receives ~~$5,000~~$7,500 in cash annually, the Audit Committee Chair receives ~~$15,000 ($20,000 effective for fiscal year 2018)~~$25,000 in cash annually, the Compensation and Personnel Committee Chair receives ~~$15,000 ($20,000 effective for fiscal year 2018)~~$20,000 in cash annually, and the Nominating and Corporate Governance Committee Chair receives ~~$10,000~~$12,500 in cash annually. The Chair of the Board receives $120,000 in cash annually. All directors are reimbursed for their out-of-pocket expenses incurred in connection with their duties as directors.

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In order to assist the Company’s efforts in weathering the current economic environment created by COVID-19, the non-employee members of the Board have agreed to a pro-rata reduction by 50% of the $85,000 retainer payable for the period from May 1, 2020 through August 31, 2020.

The Company’s stock ownership guidelines for directors require each non-employee director to own three times their annual cash retainer in Company stock.

Equity Compensation Plan Information

Plan Category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plan (Excluding Securities Reflected in Column (a))		(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plan (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders		47,825	$	15.13		1,794,573		806,021	$	—		4,321,049
Equity compensation plans not approved by security holders		—		—		—		—		—		—
TOTAL		47,825	$	15.13		1,794,573		806,021	$	—		4,321,049⁽¹⁾

The values in this table are as of April 30, ~~2017.~~2020.

(1)

~~2017 Proxy Statement~~

54This includes 730,861 shares that remained available under the Company’s Employee Stock Purchase Plan as of April 30, 2020, which includes 129,047 shares that were subject to purchase during the period in effect as of April 30, 2020.

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	03

	~~AUDIT MATTERS~~

	~~PROPOSAL No. 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	56
	~~Required Vote~~	56
	~~Recommendation of the Board~~	56
	~~AUDIT COMMITTEE MATTERS~~	57
	~~Fees Paid to Ernst & Young LLP~~	57
	~~Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm~~	57
	~~Audit Committee Pre-Approval Policies and Procedures~~	58
	~~Report of the Audit Committee~~	59

~~2017~~

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Audit Matters

*Proposal No. 3 Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm*	54
Required Vote	54
Recommendation of the Board	54

*Audit Committee Matters*	55
Fees Paid to Ernst & Young LLP	55
Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm	55
Audit Committee Pre-Approval Policies and Procedures	56
Governance Insights: Managing COVID-19 Risks	56
Report of the Audit Committee	57

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Proposal No. 43

~~RATIFICATION OF THE APPOINTMENT OF ERNST~~Ratification of the Appointment of Ernst & ~~YOUNG~~Young LLP ~~AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~as Independent Registered Public Accounting Firm

The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal ~~2018.~~year 2021. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since March 2002. Ernst & Young LLP has unrestricted access to the Audit Committee to discuss audit findings and other financial matters. Neither the Company’s Restated Certificate of Incorporation nor its Bylaws ~~requires~~require that the stockholders ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice.

If the Company’s stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP, but may, nonetheless, retain Ernst ~~& Young~~&Young LLP as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in their discretion may change the appointment at any time if they determine that such change would be in the best interests of the Company and its stockholders. Representatives of Ernst & Young LLP will attend the Annual Meeting to answer appropriate questions and may also make a statement if they so desire.

~~REQUIRED VOTE~~Required Vote

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of those shares present, either in person or by proxy, and entitled to vote at the Annual Meeting.

RECOMMENDATION
OF THE BOARD

~~RECOMMENDATION OF THE BOARD~~

The Board unanimously recommends that you vote“FOR”the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal ~~2018.~~year 2021.

~~2017~~

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~~AUDIT COMMITTEE MATTERS~~Audit Committee Matters

~~FEES PAID TO ERNST~~Fees Paid to Ernst & ~~YOUNG~~Young LLP

The following table summarizes the fees Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years. All services provided by Ernst ~~& Young~~&Young LLP were approved by the Audit Committee in conformity with the Audit Committee’s pre-approval process (as discussed below).

2017 2016
Audit fees⁽¹⁾ $ 3,909,428 $ 5,004,277
Audit-related fees⁽²⁾ 60,000 649,950
Tax fees⁽³⁾ 865,847 653,187
All other fees — —
TOTAL $ 4,835,275 $ 6,307,414

		2020		2019
Audit fees⁽¹⁾	$	4,451,431	$	4,982,942
Audit-related fees⁽²⁾		168,000		46,000
Tax fees⁽³⁾		1,613,619		1,758,934
All other fees		—		—
TOTAL	$	6,233,050	$	6,787,876

(1)	Represents fees for audit services, including fees associated with the annual audit, the reviews of the Company’s quarterly financial statements, ~~statutory audits required internationally,~~ for attestation services related to compliance with Section 404 of the Sarbanes-Oxley Act, revenue recognition, lease implementation work, and statutory audits required by governmental agencies for regulatory, legislative, and financial reporting requirements.
(2)	Represents fees ~~in FY 2016~~ for the employee benefit plan audit and assurance services relating to a senior notes offering in ~~FY 2017 for employee benefit plan audit, S-8 filing, revenue recognition implementation work and proforma work and accounting policy review related to the Hay Group acquisition.~~fiscal year 2020.
(3)	Represents fees for tax compliance, planning, and advice. These services included tax return compliance and advice.

Fees paid to Ernst & Young LLP in ~~FY 16~~fiscal year 2020 were ~~higher~~lower than in ~~FY 17~~fiscal year 2019 primarily due to ~~additional~~non-recurring services ~~performed by~~in fiscal year 2019 related to revenue recognition and lease implementation work.

Recommendation to Appoint Ernst & Young LLP ~~in FY 16 related to the Hay Group acquisition.~~

~~RECOMMENDATION TO APPOINT ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~as Independent Registered Public Accounting Firm

As with previous years, the Audit Committee undertook a review of Ernst & Young LLP in determining whether to select Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ~~2018~~2021 and to recommend ratification of its selection to the Company’s stockholders. In that review, the Audit Committee utilized a tailored external auditor assessment questionnaire and considered a number of factors including:

•	continued independence of Ernst & Young LLP,

•	length of time Ernst & Young LLP has been engaged by the Company,
•
•	~~Senior Management’s~~senior management’s assessment of Ernst & Young LLP’s performance,

•	audit and non-audit fees,

•	capacity to appropriately staff the audit,

•	geographic and subject matter coverage,

•	lead Audit Engagement Partner performance,

•	overall performance,

•	qualifications and quality control procedures, and

•	whether retaining Ernst & Young LLP is in the best interests of the ~~Company.~~Company and its stockholders.

Based upon this review, the Audit Committee believes that Ernst & Young LLP is independent and that it is in the best interests of the Company and our stockholders to retain Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year ~~2018.~~2021.

In accordance with the Sarbanes-Oxley Act and the related SEC rules, the Audit Committee limits the number of consecutive years an individual partner may serve as the lead audit engagement partner to the Company. The maximum number of consecutive years of service in that capacity is five years. The ~~current~~ lead audit engagement partner ~~is in~~through fiscal year 2020 just completed his ~~2nd~~fifth year in ~~that role.~~the role, and as a result, a new lead audit engagement partner took his place in July 2020 and will be the new lead engagement partner for the fiscal year 2021 audit.

~~2017~~

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~~AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES~~Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm. Further, the Audit Committee is afforded the funding and resources it determines appropriate for compensating the independent registered public accounting firm and any advisers it may employ. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to help assure that they do not impair the registered public accounting firm’s independence from the Company. Services provided by the independent registered public accounting firm must be approved by the Audit Committee on a case by case basis, unless such services fall within a detailed list of services as documented in the Company’s pre-approval policy whereby the Audit Committee has provided pre-approval for specific types of audit, audit-related and tax compliance services within certain fee limitations. The Audit Committee believes the combination of these two approaches results in an effective and efficient procedure to manage the approval of services performed by the independent registered public accounting firm. The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is determinative.

All requests or applications for Ernst & Young LLP services are submitted to the Senior Vice President, Finance and ~~Corporate Controller and~~ include a detailed description of services to be rendered. The detailed descriptions are then reviewed against a list of approved services and if the services are ~~provided~~on the approved list of services, they are reported to the Audit Committee at regularly scheduled meetings. If the services do not meet the specific list of approved services, they are presented to the Audit Committee for review and approval. All requests or applications for Ernst & Young LLP services receive approval from the Senior Vice President, Finance, ~~and Corporate Controller,~~ prior to the Audit Committee’s review and approval.

Governance Insights:

Managing COVID-19 Risks

Q & A with Debra Perry, Chair of the Audit Committee

~~GOVERNANCE INSIGHTS:~~Question: ~~OVERSIGHT OF ADOPTION OF NEW REVENUE RECOGNITION STANDARD~~

~~Q & A WITH DEBRA PERRY, CHAIR OF THE AUDIT COMMITTEE~~

~~Question:~~What ~~role is the Audit Committee playing in Company’s implementation~~are some of the ~~new revenue recognition standard?~~actions taken by the Company to mitigate COVID-19 related risk?

The ~~Audit Committee is playing~~Company’s top priorities continue to be an ~~active role~~unwavering commitment to protect the health and safety of its employees and their families, while at the same time focusing on our clients’ success. To minimize the risk of exposure to COVID-19, and in line with guidance and mandates from local and national governments and health authorities, the Company imposed a range of travel restrictions, office closures, social distancing measures, and remote working policies to maintain its operations while prioritizing the safety of its employees and clients. The Company mobilized local, regional, and global teams to address the pandemic’s impact on the Company and to address potential risks proactively, including forming a COVID-19 Task Force comprised of cross-functional and operational executives.

Through regular updates and communications with management, the Board has actively participated in overseeing the Company’s ~~implementation~~COVID-19 response by: monitoring the impact of COVID-19 on the ~~new revenue recognition standard. Under~~Company’s financial position and results of operations, understanding how management is assessing the ~~oversight~~impact, and considering the nature and adequacy of ~~the Audit Committee, Company management has developed a project plan that includes working sessions to review, evaluate~~management’s responses, including health safeguards, business continuity, internal communications, and ~~document the arrangements with customers under its various reporting units to identify potential differences that would result from applying the requirements of the new standard.~~infrastructure. The Audit Committee ~~meets regularly with management to discuss~~has also discussed COVID-19 topics in its meetings, such as disclosure guidance issued by the ~~outcome of such working sessions~~Securities and Exchange Commission and the COVID-19 risk mitigation procedures used by the Company’s ~~progress toward implementing the new standard.~~internal and external auditors for Korn Ferry audit work.

The Audit Committee is also very much focused on how the new standard will affect the Company’s businesses, processes and financial reporting and how the Company’s accounting processes and controls will be affected or will need to be changed. Company management is in the process of developing an updated accounting policy (which has been discussed with the Audit Committee). The Company is utilizing a bottoms-up approach by reviewing its current contracts with customers by various revenue streams, evaluating new disclosure requirements and identifying and implementing appropriate changes to business processes, systems and controls to support revenue recognition and disclosure under the new standard. The Company is still evaluating the impact of ASU No. 2014-09 on its financial statements. Based upon its evaluation to date, capitalization of costs associated with obtaining contracts will have an impact upon adoption of the new standard. The Company expects to finalize the evaluation in upcoming quarters and will provide updates on its progress in future filings.

~~2017~~

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~~REPORT OF THE AUDIT COMMITTEE~~Report of the Audit Committee

The Audit Committee is comprised of three non-employee directors, all of whom are “independent” under the applicable listing standards of the NYSE and the applicable rules of the SEC. The Audit Committee is governed by a written charter, as amended and restated, which has been adopted by the Board. ~~A copy of the current Audit Committee Charter is available from the Company’s website, go to~~~~www.kornferry.com,~~~~select “Investor Relations” from the drop-down menu, then click on the “Corporate Governance” link located in a list on the right side of the page.~~

Management of the Company is responsible for the preparation, presentation, and integrity of the consolidated financial statements, maintaining a system of internal controls and having appropriate accounting and financial reporting principles and policies. The independent registered public accounting firm is responsible for planning and carrying out an audit of the consolidated financial statements and an audit of internal control over financial reporting in accordance with the rules of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and expressing an opinion as to the consolidated financial statements’ conformity with U.S. generally accepted accounting principles (“GAAP”) and as to internal control over financial reporting. The Audit Committee monitors and oversees these processes and is responsible for selecting and overseeing the Company’s independent registered public accounting firm.

As part of the oversight process, the Audit Committee met ~~nine~~seven times during fiscal ~~2017.~~year 2020. Throughout the year, the Audit Committee met with the Company’s independent registered public accounting firm, management and internal auditor, both together and separately in closed sessions. In the course of fulfilling its responsibilities, the Audit Committee did, among other things, the following:

•	reviewed and discussed with management and the independent registered public accounting firm the Company’s consolidated financial statements for the fiscal year ended April 30, ~~2017~~2020, and the quarters ended July 31, ~~2016,~~2019, October 31, ~~2016~~2019, and January 31, ~~2017;~~2020;

•	oversaw and discussed with management the Company’s review of internal control over financial reporting;

•	reviewed management’s representations that the Company’s consolidated financial statements were prepared in accordance with GAAP and present fairly the results of operations and financial position of the Company;

•	discussed with the independent registered public accounting firm the matters required to be ~~communicated~~discussed to audit committees under applicable standards of the ~~Public Company Accounting Oversight Board;~~PCAOB and SEC;

•	received the written disclosures and letter from the independent registered public accounting firm required by the applicable requirements of the ~~Public Company Accounting Oversight Board~~PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm its independence;

•	reviewed and evaluated the performance and quality of the independent registered public accounting firm and its lead audit partner in its determination to recommend the retention of the independent registered public accounting firm, including by assessing the performance of the independent registered public accounting firm from within the Audit Committee and from the perspective of senior management and the internal auditor;

•	considered whether the provision of non-audit services by the registered public accounting firm to the Company iswas compatible with maintaining the registered public accounting firm’s independence;

•	monitored the Alertline reporting system implemented to provide an anonymous complaint reporting procedure;

•	reviewed the scope of and overall plans for the annual audit and the internal audit program;

•	reviewed new accounting standards applicable to the Company with the Company’s Chief Financial Officer, internal audit department, and Ernst & Young LLP;
•	discussed the critical audit matters identified and addressed by Ernst & Young LLP;
•	consulted with management and Ernst & Young LLP with respect to the Company’s processes for risk assessment and risk mitigation;

•	reviewed the Company’s cybersecurity and data privacy risks and the Company’s policies and controls designed to mitigate these risks;
•	reviewed and discussed the Company’s disaster recovery and business continuity plans;
•	reviewed the implementation and effectiveness of the Company’s Ethics and Compliance Program, including processes for monitoring compliance with the law, ~~and~~ Company policies, and the Code of ~~Conduct;~~Business Conduct and Ethics; and

•	reviewed and discussed with management its assessment and report on the effectiveness of the Company’s internal control over financial reporting as of April 30, ~~2017,~~2020, which it made based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

The Audit Committee has reviewed and discussed with the Company’s independent registered public accounting firm its review and report on the Company’s internal control over financial reporting as of April 30, ~~2017.~~2020. Based on the foregoing review and discussions described in this report, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended April 30, ~~2017~~2020 for filing with the SEC.

Audit Committee

Debra J. Perry (Chair)
~~William R. Floyd~~

Jerry P. Leamon

Angel R. Martinez

~~2017~~

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General
Information

*Security Ownership of Certain Beneficial Owners and Management*	60

*Questions and Answers About the Proxy Materials and the Annual Meeting*	61

*Other Matters*	64

	04

~~PROPOSED AMENDMENTS TO~~ ~~RESTATED CERTIFICATE OF~~ ~~INCORPORATION~~

	~~PROPOSAL No. 5 APPROVAL OF AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS~~	62

	~~Reasons for the Proposed Certificate Amendments~~	62

	~~Proposal No. 5(a): Remove Supermajority Voting Standard for Future Amendments to the Bylaws Approved by our Stockholders~~	62

	~~Proposal No. 5(b): Remove Supermajority Voting Standard to Amend Action by Written Consent Right~~	63

	~~Additional Information~~	63

	~~Recommendation of the Board~~	63	59 \| 2020 Proxy Statement

~~2017 Proxy Statement~~

~~APPROVAL OF AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS~~

~~After careful consideration~~Security Ownership of Certain Beneficial Owners and upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board voted to approve, and to recommend to our stockholders that they approve, amendments to our Restated Certificate of Incorporation (the “Certificate”) to remove supermajority voting standards required for our common stock currently in our Certificate and replace them with majority voting standards, as described below. These amendments are set forth in Proposal No. 5(a) and Proposal No. 5(b) below (together, the “Proposed Certificate Amendments”). The vote required to approve each of the Proposed Certificate Amendments is discussed below. Approval of either of these Proposals is not conditioned upon approval of the other Proposal.

~~Our Certificate currently contains the following supermajority voting provisions:~~

As a part of our ongoing review of our corporate governance and based on stockholder input, the Board determined that it is in the best interests of the Company and our stockholders to replace supermajority voting standards required for our common stock in our Certificate, as described above, with majority voting standards.

The Board recognizes that supermajority voting standards are intended to protect against self-interested action by large stockholders by requiring broad stockholder support for certain types of governance changes or corporate actions. The Board also recognizes that many investors and others have begun to view supermajority voting provisions as conflicting with principles of good corporate governance. For example, some stockholders and commentators argue that supermajority voting standards should be eliminated due to a perception that they could limit a board’s accountability to stockholders or stockholder participation in a company’s corporate governance by allowing the holders of a minority of shares to block action deemed desirable by the holders of a majority of the shares.

After considering the advantages and disadvantages of maintaining supermajority voting standards in our Certificate, and upon the recommendation of the Nominating and Corporate Governance Committee, the Board adopted resolutions setting forth the Proposed Certificate Amendments to remove these supermajority voting standards from our Certificate, declared these Proposed Certificate Amendments advisable, and resolved to submit them to the Company’s stockholders for consideration. It is important to note that if the Proposed Certificate amendments are approved, they will make it easier for one or more stockholders to effect other corporate governance changes in the future.

~~PROPOSAL No. 5(a): REMOVE SUPERMAJORITY VOTING STANDARD FOR FUTURE AMENDMENTS TO THE BYLAWS APPROVED BY OUR STOCKHOLDERS~~

~~Description of Amendment.~~ManagementCurrently, Article VI of the Certificate states that in order for stockholders to adopt, alter, amend or repeal any provision of the Bylaws, such action must be approved by the affirmative vote of at least two-thirds of the voting power of the Company’s capital stock entitled to vote thereon.

Proposal No. 5(a) requests that stockholders approve an amendment to the supermajority voting standard in Article VI of the Certificate that replaces the reference to “66 and 2/3 percent” with “the majority” and clarifies that the majority voting standard is based on the number of shares then outstanding. As a result, Proposal No. 5(a) proposes to amend the Certificate so that future amendments to the Bylaws can be approved by a majority of the voting power of the then outstanding shares of voting stock.

In addition, the Board has approved a conforming amendment to Article V, Section 7 of the Bylaws, which currently provides that in order for stockholders to alter, amend or repeal the Bylaws, such action must be approved by the affirmative vote of at least two-thirds of the voting power of the Company’s outstanding shares. This amendment to the Bylaws approved by the Board would replace the two-thirds voting standard with the same majority vote standard proposed for Article VI of the Certificate, and will become effective if stockholders approve the Proposed Certificate Amendment set forth in Proposal No. 5(a) following the effectiveness of that amendment.

~~Vote Required to Approve.~~~~Under Delaware law, the affirmative vote of the holders of 66 and 2/3 percent of the voting power of the common stock entitled to vote thereon is required to approve Proposal No. 5(a).~~

~~PROPOSAL No. 5(b): REMOVE SUPERMAJORITY VOTING STANDARD TO AMEND ACTION BY WRITTEN CONSENT RIGHT~~

~~Description of Amendment.~~Currently, Article XIV of the Certificate states that stockholder action by written consent can only be taken if the action to be effected by written consent of the stockholders and the taking of such action by such written consent have expressly been approved in advance by the Board of Directors. The last sentence in Article XIV further states that any proposal to amend, repeal or adopt any provision inconsistent with Article XIV requires the affirmative vote of at least 66 and 2/3 percent in voting power of the then outstanding voting stock of the Company. Proposal No. 5(b) requests that stockholders approve an amendment to delete the last sentence under Article XIV. As a result, as set forth in Delaware law, amendments to the written consent provision in Article XIV of the Certificate would require approval of a majority of the voting power of the then outstanding shares of voting stock.

~~Vote Required to Approve.~~~~Under Delaware law, the affirmative vote of at least 66 and 2/3 percent in voting power of the then outstanding voting stock, voting together as a single class, is required to approve Proposal 5(b).~~

~~The full text of the Proposed Certificate Amendments, in each case marked to show the proposed deletions and insertions, is set forth inAppendix A~~ ~~to this Proxy Statement. The general description of provisions of our Certificate and the Proposed Certificate Amendments set forth herein are qualified in their entirety by reference to the text ofAppendix A~~.

If any Proposed Certificate Amendment is approved by our stockholders, such amendment will become effective upon the filing of a certificate of amendment with respect to such amendment with the Secretary of State of the State of Delaware, which is expected to occur prior to our 2018 Annual Meeting of Stockholders. If any Proposed Certificate Amendment does not receive the required level of stockholder approval, it will not be implemented and the Company’s current voting standards relating to such Proposed Certificate Amendment will remain in place.

~~The Board unanimously recommends that you vote your shares“FOR”the approval of each proposed Certificate amendment to remove supermajority voting standards.~~

The following table sets forth as of ~~August 4, 2017,~~July 29, 2020, the beneficial ownership of common stock of the Company of each director and each nominee for director, each named executive officer, and the holdings of all directors and executive officers as a group. The following table also sets forth the names of those persons known to us to be beneficial owners of more than 5% of the Company’s common stock. Unless otherwise indicated, the mailing address for each person named is c/o ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067.

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING~~Questions and Answers About the Proxy Materials and the Annual Meeting

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Certain Relationships and Related Transactions

On December 1, 2015, the Company completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.à.r.l pursuantFrom time to time, stockholders that certain Stock Purchase Agreement dated as of September 23, 2015 (the “Purchase Agreement”), by and between HG (Bermuda) Limited (“HG Bermuda”) and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 sharesbeneficially own more than 5% of the Company’s common stock ~~representing~~may engage the Company and its subsidiaries, in the ordinary course of business, to provide certain services and products. These transactions are negotiated on an arm’s-length basis and are subject to review and approval under the Company’s Related Person Transaction Policy (defined below) described below or, in the case of any such transactions that do not (together with any prior such transactions within a given stockholder) involve an aggregate ~~value~~amount in excess of ~~$200 million based on~~$5,000,000 per year, are pre-approved under the ~~volume weighted average price~~Company’s Related Person Transaction Policy, as described below. During fiscal year 2020, in the ordinary course of business, the Company and its subsidiaries provided The Vanguard Group (“Vanguard”), a greater than five percent beneficial owner of the Company’s common stock, with certain services and products. The aggregate fees and expenses payable by Vanguard in fiscal year 2020 for such services and products was $1,706,765. The transactions with Vanguard were entered into on an arm’s-length basis, contain customary terms and conditions and were approved or pre-approved under the ~~NYSE on each~~Company’s Related Person Transaction Policy. In the future, the Company and its subsidiaries may provide, in the ordinary course of ~~the 20 consecutive trading days ending on September 21, 2015 ($218 million based on the closing price~~business, additional services and products to Vanguard.

The Company also, from time to time, subject to compliance with its Investment Guidelines Policy, may make investments in funds managed by greater than five percent beneficial owners of the Company’s common ~~stock~~stock. During fiscal year 2020, the Company made an investment in a short-term bond fund managed by Vanguard. Such investment was entered into on an arm’s-length basis, contained customary terms and conditions, and was approved by the ~~NYSE on November 30, 2015). 835,011 of such shares were placed into an escrow account at the closing to secure HG Bermuda’s indemnification obligations~~Audit Committee under the Purchase Agreement. On December 2, 2016, the shares that were placed into escrow were released from escrow to HG Bermuda. Mr. Stephen Kaye (the former Chief Executive Officer of legacy Hay Group and former Chief Executive Officer of the Company’s ~~combined LTC Hay segment), has a 2.5% economic interest in the consideration received by HG Bermuda in the acquisition, including the Company shares released from escrow on December 1, 2016.~~Related Person Transaction Policy.

Except as described above, to our knowledge, since the beginning of fiscal year ~~2017,~~2020, the Company has not entered into or proposed to enter into any transaction with any executive officer, director or director nominee, beneficial owner of more than five percent of the Company’s common stock, or any immediate family member of any of the foregoing.

~~RELATED PERSON TRANSACTION APPROVAL POLICY~~Related Person Transaction Approval Policy

In ~~June 2009,~~March 2020, the Board adopted a written amended and restated policy for the review and approval of all transactions with related persons ~~pursuant~~(the “Related Person Transaction Policy”). Pursuant to ~~which~~such policy, the Audit Committee must review the material facts of, and either approve or disapprove the Company’s entry into, any transaction, arrangement or relationship ~~or any series thereof~~ in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (2) the Company or any of its subsidiaries is a participant, and (3) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or less than ten percent beneficial owner of another entity). which:

For purposes of ~~this policy,~~the Related Person Transaction Policy, a “related person” is any person who is or was, since the beginning of the Company’s most recently completed fiscal year, an executive officer, director or director nominee of the Company, any beneficial owner of more than five percent of the Company’s common stock, or any immediate family member of any of the foregoing.

As provided for in the ~~policy,~~Related Person Transaction Policy, the Audit Committee has reviewed and pre-approved the entry into certain types of related person transactions, including without ~~limitation the employment of executive officers and director compensation.~~ limitation:

In addition, the Board has delegated to the chair of the Audit Committee the authority to pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than ~~$1,000,000; no such transaction was considered or approved during the Company’s fiscal year 2017.~~$1,000,000.

The Company’s Annual Report to Stockholders for fiscal year 2020, which includes the Company’s Annual Report on Form 10-K for the year ended April 30, 2020 (excluding the exhibits thereto) will be made available to stockholders at the same time as this Proxy Statement. Our 2020 Annual Report and Proxy Statement are posted on our website at www.kornferry.com. If any person who was a beneficial owner of the common stock of the Company on July 29, 2020 desires a complete copy of the Company’s Form 10-K, including the exhibits thereto, they will be provided with such materials without charge upon written request. The request should identify the requesting person as a beneficial owner of the Company’s stock as of July 29, 2020 and should be directed to Korn Ferry, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. The Company’s Form 10-K, including the exhibits thereto, is also available through the SEC’s web site at http://www.sec.gov.

Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Reports

Section 16(a) of the Exchange Act requires the Company’s directors, officers and greater than ten percent beneficial owners to file reports of ownership and changes in ownership of their equity securities of the Company with the ~~SEC and to furnish the Company with copies of such reports.~~SEC. Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company in fiscal year ~~2017~~2020 and the representations of reporting persons, all of the filings by the Company’s directors, officers and beneficial owners of more than ten percent of the Company’s common stock were filed on a timely basis during fiscal ~~2017.~~

~~ANNUAL REPORT TO STOCKHOLDERS~~year 2020, except for the following: one Form 5 for Mark Arian with respect to the purchase of 100 shares of Company stock; one Form 4 for Mark Arian with respect to the grant of restricted stock; one Form 4 for Byrne Mulrooney with respect to the grant of restricted stock; one Form 4 for Gary Burnison with respect to the grant of restricted stock; and one Form 4 for Robert Rozek with respect to the grant of restricted stock.

The Company’s Annual Report to Stockholders for fiscal 2017, which includes the Company’s Annual Report on Form 10-K for the year ended April 30, 2017 (excluding the exhibits thereto) will be made available to stockholders at the same time as this Proxy Statement. Our 2017 Annual Report and Proxy Statement are posted on our website at~~www.kornferry.com.~~If any person who was a beneficial owner of the common stock of the Company on August 4, 2017 desires a complete copy of the Company’s Form 10-K, including the exhibits thereto, he/she/it will be providedCommunications with ~~such materials without charge upon written request.~~ The request should identify the requesting person as a beneficial owner of the Company’s stock as of August 4, 2017 and should be directed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. The Company’s Form 10-K, including the exhibits thereto, is also available through the SEC’s web site at~~http://www.sec.gov~~.

Any stockholder or other party interested in communicating with members of the Board, any of its committees, the independent directors as a group or any of the independent directors may send written communications to ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary or to corporatesecretary@kornferry.com. Communications received in writing are forwarded to the Board, committee or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Corporate Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. The Company’s Board of Directors will endeavor to promptly respond to all appropriate communications and encourages all stockholders and interested persons to use the aforementioned email and mailing address to send communications relating to the Company’s business to the Board and its members.

~~SUBMISSION OF STOCKHOLDER PROPOSALS FOR CONSIDERATION AT THE 2018 ANNUAL MEETING~~Submission of Stockholder Proposals for Consideration at the 2021 Annual Meeting

Rule 14a-8 Proposals. If a stockholder wishes to submit a proposal for consideration at the ~~2018~~2021 Annual Meeting of Stockholders pursuant to Rule ~~14a-8(e)~~14a-8 under the Exchange Act, and wants that proposal to appear in the Company’s ~~proxy statement~~Proxy Statement and form of proxy for that meeting, the proposal must be submitted in writing and received at ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary, no later than April ~~10, 2018.~~14, 2021. Each stockholder proposal must comply with the Exchange Act, the rules and regulations thereunder, and the Company’s bylaws as in effect at the time of such notice. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s Proxy Statement and form of proxy.

Other Proposals or Nominations. The Company’s bylaws also establish an advance notice procedure with regard to nominating persons for election to the Board and proposals of other business that are not submitted for inclusion in the Proxy Statement and form of proxy but that a stockholder instead wishes to present directly at an annual meeting of stockholders. If a stockholder wishes to submit a nominee or other business for consideration at the ~~2018~~2021 Annual Meeting of Stockholders without including that nominee or proposal in the Company’s Proxy Statement and form of proxy, the Company’s bylaws require, among other things, that the stockholder submission contain certain information concerning the nominee or other business, as the case may be, and other information specified in the Company’s bylaws, and that the stockholder provide the Company with written notice of such nominee or business no later than the close of business on June ~~29, 2018,~~25, 2021, nor earlier than the close of business on May ~~30, 2018;~~26, 2021; provided, however, that in the event that the date of the ~~2018~~2021 Annual Meeting of Stockholders is more than 30 days before or more than 70 days after the anniversary date of the ~~2017~~2020 Annual Meeting of Stockholders, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the ~~2018~~2021 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. If the number of directors to be elected to the Board is increased and there is no public announcement by the Company naming the nominees for the additional directorships, at least 10 days before the last day a stockholder must deliver his or her written notice under the Company’s bylaws a stockholder’s notice will be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. A stockholder notice should be sent to ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. Proposals or nominations not meeting the advance notice requirements in the Company’s bylaws will not be entertained at the ~~2018~~2021 Annual Meeting of Stockholders. A copy of the full text of the relevant bylaw provisions may be obtained from the Company’s ~~filing~~filings with the SEC or by writing our Corporate Secretary at the address identified above.

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Company stock but who share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice ~~of Internet Availability of Proxy Materials~~ and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notify us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our Notice, ~~of Internet Availability of Proxy Materials,~~ Annual Report, or Proxy Statement mailed to you, please submit a request, either in writing or by phone, by contacting the Company at ~~Korn/~~Korn Ferry, ~~International,~~ 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary or at (310) 552-1834, and we will promptly send you the materials you have requested. However, please note that if you want to receive a paper proxy or voting instruction form or other proxy materials for the purposes of this year’s Annual Meeting, you will need to follow the instructions included in the Notice ~~of Internet Availability~~ that was sent to you. You can also contact our Corporate Secretary at the telephone number noted previously if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

Set forth below is the text of the provisions of our Certificate proposed to be amended by Proposals No. 5(a) and No. 5(b). Additions are indicated by double underlining and deletions are indicated by strike-through.Non-GAAP Financial Measures

~~PROPOSAL No. 5(a): REMOVE SUPERMAJORITY VOTING STANDARD FOR FUTURE AMENDMENTS TO BYLAWS APPROVED BY OUR STOCKHOLDERS~~

This Proxy Statement contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise;~~provided~~,~~however~~~~, that the affirmative vote of~~~~66 and 2/3 percentthe majority~~ ~~of the voting power of the~~~~then outstanding voting~~~~capital~~ ~~stock of the Corporation~~~~entitled to vote thereon~~ ~~shall be required for stockholders to adopt, amend, alter or repeal any provision of the Bylaws of the Corporation.~~

~~PROPOSAL No. 5(b): REMOVE SUPERMAJORITY VOTING STANDARD TO AMEND ACTION BY WRITTEN CONSENT~~

~~PROPOSED AMENDMENT TO ARTICLE XIV:Action by written consent of stockholders prohibited~~

No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of the stockholders may be effected by written consent of the stockholders in lieu of a meeting of the stockholders, unless the action to be effected by written consent of stockholders and the taking of such action by such written consent have expressly been approved in advance by the Board of Directors of the Corporation.Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 66 and 2/3 percent in voting power of the then outstanding voting stock of the Corporation, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article XIV.particular, it includes:

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of non-GAAP financial measures in this Proxy Statement provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges that may not be indicative of Korn Ferry’s ongoing operating results. These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry.

These charges, which are described in the footnotes in the attached reconciliation, represent 1) costs we incurred to acquire and integrate a portion of our Digital business, 2) charges we incurred to restructure the Company as a result of COVID-19 and due to acquisition of the acquired companies, 3) separation costs, 4) tradename write-offs associated with the rebranding plan initiated by Korn Ferry and 5) debt refinancing costs. The use of non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance. Korn Ferry includes non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making. Adjusted EBITDA excludes certain charges that management does not consider ongoing in nature and allows management and investors to make more meaningful period-to-period comparisons of the Company’s operating results. Management further believes that EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company.

~~This page is intentionally left blank.~~Reconciliation of Net Income Attributable to Korn Ferry (GAAP) to EBITDA and Adjusted EBITDA (Non-GAAP)

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	Soliciting Material ~~Pursuant~~under to §240.14a-12

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01
~~GOVERNANCE~~Governance		7

~~PROPOSAL~~Proposal No. 1 ~~ELECTION OF DIRECTORS~~ Election of Directors		8

~~THE BOARD OF DIRECTORS~~The Board of Directors		9
Governance Insights: Environmental, Social, and Governance (“ESG”) Matters		9
Director Qualifications		910
Snapshot of Director Nominees		11
Board Diversity		1011
Independent Director Tenure		1011
Background Information Regarding Director Nominees		1112

~~CORPORATE GOVERNANCE~~Corporate Governance		1517
Director Independence		1617
Board Leadership Structure		1618
Board’s Oversight of Enterprise Risk and Risk Management		1718
Board Committees		1820
Board Refreshment		22
Responsive Governance Practices		23
Culture of Integrity and Code of Business Conduct and Ethics		2124
Corporate Governance Guidelines		2124

02
02 ~~COMPENSATION~~Compensation		25

~~PROPOSAL~~Proposal No. 2 ~~ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~ Advisory Resolution to Approve Executive Compensation		2426

~~PROPOSAL No. 3 ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION~~	25

~~COMPENSATION DISCUSSION AND ANALYSIS~~Compensation Discussion and Analysis		2627
Executive Summary: Focus on ~~Pay-for-Performance~~Pay-For-Performance		2627
Governance Insights: Compensation & Impact of COVID-19		28
Executive Compensation Philosophy and Oversight		29
Our Process: From Strategy to Compensation-Related Metrics		30
Elements of Compensation & Compensation Decisions and Actions		3231
Other Compensation Elements		3834
Other Policies		3936
Compensation and Personnel Committee Report on Executive Compensation		4037
Compensation Committee Interlocks and Insider Participation		4037

~~COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS~~Compensation of Executive Officers and Directors		4138
Fiscal Year ~~2017, 2016~~2020, 2019, and ~~2015~~2018 Summary Compensation Table		4138
Fiscal Year ~~2017~~2020 Grants of Plan-Based Awards		4339
Employment Agreements		4340
Fiscal Year ~~2017~~2020 Outstanding Equity Awards at Fiscal Year-End		4541
Stock Vested in Fiscal Year ~~2017~~2020		4642
Fiscal Year ~~2017~~2020 Pension Benefits		4642
Fiscal Year ~~2017~~2020 Nonqualified Deferred Compensation		4743
Potential Payments Upon Termination or Change of Control		4743
Pay Ratio Disclosure		49
Fiscal Year ~~2017~~2020 Compensation of Directors	53

~~Certain Relationships and Related Transactions~~		70Index of Frequently Accessed Information
~~Related Person Transaction Approval Policy~~	70
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	70
~~Annual Report to Stockholders~~	71
~~Communications with Directors~~	71
~~Submission of Stockholder Proposals for Consideration at the 2018 Annual Meeting~~	71
~~Stockholders Sharing an Address~~	72

~~ANNEX A~~Beneficial Ownership	~~A-1~~60
Director Biographies	12
Director Independence	17
Employment Contract or Letter Agreements	40
ESG Matters	9
Governance Documents	63
How to Vote	61
Impact of COVID-19 on Compensation	28
Managing COVID-19 Risks	56
Related Party Transactions and Policies	64
Responsive Governance Practices	23
Risk Oversight	18
Stock Ownership Guidelines	36
Use of Peer Group	30
Virtual Meeting Information	61

	1.	Elect the eight directors nominated by our Board of Directors and named in the Proxy Statement accompanying this notice to serve on the Board of Directors until the ~~2018~~2021 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.	~~Vote on a non-binding advisory resolution on the frequency of future advisory votes to approve the Company’s executive compensation;~~

	4.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s ~~2018~~2021 fiscal year;

	5.	Approve amendments to our Restated Certificate of Incorporation to (a) remove the supermajority voting standard for future amendments to our Bylaws approved by our stockholders and (b) remove the supermajority voting standard to amend action by written consent right; and

	6.4.	Transact any other business that may be properly presented at the Annual Meeting.

03	50
~~AUDIT MATTERS~~Equity Compensation Plan Information		51

03 ~~PROPOSAL No. 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Audit Matters		5653

~~AUDIT COMMITTEE MATTERS~~Proposal No. 3 Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm		5754

Audit Committee Matters		55
Fees Paid to Ernst & Young LLP		5755
Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm		5755
Audit Committee Pre-Approval Policies and Procedures		5856
Governance Insights: Managing COVID-19 Risks		56
Report of the Audit Committee		5957

04
04 ~~PROPOSED AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION~~General Information		59

~~PROPOSAL No. 5 APPROVAL OF AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS~~Security Ownership of Certain Beneficial Owners and Management	62
~~Reasons for the Proposed Certificate Amendments~~	62
~~Proposal No. 5(a): Remove Supermajority Voting Standard for Future Amendments to the Bylaws Approved by our Stockholders~~	62
~~Proposal No. 5(b): Remove Supermajority Voting Standard to Amend Action by Written Consent Right~~	63
~~Additional Information~~	6360

05
~~GENERAL INFORMATION~~Questions and Answers About the Proxy Materials and the Annual Meeting		61

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Other Matters		6664

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING~~	67

~~OTHER MATTERS~~Appendix A — Non-GAAP Financial Measures		70A-1

•	~~Generated record fee revenue of $1.57 billion, representing a 21% increase year over year including organic growth and the Hay Group acquisition;~~

•	~~Returned $52.1 million to shareholders ($28.8 million through share repurchases and $23.3 million in quarterly dividends in FY 17);~~

•	~~Named #1 Best Executive Recruitment Firm in North America by Forbes Magazine (2017); and~~

•	~~Named #1 Recruitment Process Outsourcing Firm by HRO Magazine (2016).~~

•	~~Majority voting for directors in uncontested elections;~~

•	~~Declassified Board with annual election of directors;~~

•	~~Independent Chair and independent Board members (except for CEO);~~

•	~~Regular engagement with shareholders;~~

•	~~Board diversity; and~~

•	~~This year’s proxy proposals to eliminate the supermajority voting standards in our Restated Certificate of Incorporation.~~

~~Voting Matters (page 67)~~
1	Election of Directors ~~Page~~ Reference (for more detail) page 8	Board Vote Recommendation FOR each Director Nominee

2	Advisory Resolution to Approve Executive Compensation ~~Page~~ Reference (for more detail) page 2426	Board Vote Recommendation FOR

3	~~Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation~~ ~~Page Reference (for more detail) page 25~~	~~Board Vote Recommendation~~ ~~ONE YEAR~~

4	Ratification of Independent Registered Public Accounting Firm ~~Page~~ Reference (for more detail) page 56	~~Board Vote Recommendation~~ ~~FOR~~

5A	~~Amendment to Restated Certificate of Incorporation to Remove Supermajority Voting Standard for Future Amendments to our Bylaws Approved by our Stockholders~~ ~~Page Reference (for more detail) pages 62 - 63~~	~~Board Vote Recommendation~~ ~~FOR~~
5B	~~Amendment to Restated Certificate of Incorporation to Remove Supermajority Voting Standard to Amend Action by Written Consent Right~~ ~~Page Reference (for more detail) page 63~~54	Board Vote Recommendation FOR

	Viatelephoneby calling1-800-690-6903;

	Via~~Internet~~Internet: Before the Annual Meeting by visitingwww.proxyvote.com; During the Annual Meeting by visiting *www.virtualshareholdermeeting.com/KFY2020*; or

	Viamail ~~(if~~(if you received your proxy materials by mail) by signing, dating and mailing the enclosed proxy ~~card; or~~card.


	In~~person, at the Annual Meeting. You must present valid photo identification to be admitted to the Annual Meeting.~~

•	If you vote via telephone or the Internet, you must vote no later than 11:59 p.m. Eastern time on September 26, 2017. If you return a proxy card by mail, it must be received before the polls close at the Annual Meeting.

•	~~If your shares are held in the name of a bank, broker or other nominee, you must follow the voting instructions provided to you by your bank, broker or nominee in order for your shares to be voted.~~


Responsive Governance Practices
• Replaced Classified Board Structure with Annual Director Elections. • Implemented Majority Voting in Uncontested Elections.
~~Generated~~•~~record fee revenue of $1.57 billion~~,~~representing a21% increase year over yearincluding organic growth and the Hay Group acquisition~~



	19% Share Price Appreciation in FY 17*

	* Comparison of closing price on last trading day of FY 17 v FY 16



~~#1 Best Executive Recruitment~~Board Structure ~~Firmin North America by~~~~Forbes~~ ~~Magazine (2017)~~	~~#1 Recruitment Process Outsourcing~~Committees, Attendance and ~~Firmby HRO Magazine (2016)~~	Stockholder Engagement

Commitments

~~AGE~~	~~DIRECTOR TENURE~~	~~DIRECTOR INDEPENDENCE~~

	5 years and less: 42.9% 6 to 10 years: 28.6% More than 10 years: 28.6%
	* This graphic includes Mr. Shaheen’s cumulative service with the Board of Directors from 2009 to 2019, and from April 2020 to present.


*Doyle N.BENEBY* *~~Director~~*	*Gary D. BURNISON*	~~BURNISON~~*Christina A. GOLD*	*Jerry P. LEAMON*
*Director*	Director and President/ CEO of Korn Ferry	~~William R.FLOYD~~ ~~Director~~	~~Christina A.GOLD~~ ~~Director~~
~~Age:~~57 Director ~~Since:~~~~2015~~ ~~Independent:~~~~Yes~~ ~~Committee Memberships:~~ •~~Nominating~~ and ~~Corporate Governance~~ •~~Compensation and Personnel~~ ~~Experience/Qualification:~~ •~~Former CEO of New Generation Power International.~~ •~~Former President and CEO of CPS Energy.~~ •~~Brings extensive executive management experience in the energy industry.~~	~~Age:~~56 ~~Director Since:~~~~2007~~ ~~Independent:~~No ~~Committee Memberships: – Experience/Qualification:~~ •~~President and CEO of the Company.~~ •~~Brings in-depth knowledge of the Company’s business, operations, employees and strategic opportunities.~~	~~Age:~~72 ~~Director Since:~~~~2012~~ ~~Independent:~~~~Yes~~ ~~Committee Memberships:~~ •~~Audit~~ •~~Compensation and Personnel~~ ~~Experience/Qualification:~~ •~~Former Chairman~~Non-Executive Chair of the Board of ~~Buffet Holdings, Inc.~~Korn Ferry •~~Brings extensive executive management experience in the service industry.~~	~~Age:~~69 Director ~~Since:~~~~2014~~ ~~Independent:~~~~Yes~~ ~~Committee Memberships:~~ •~~Nominating and Corporate Governance (Chair)~~ •~~Compensation and Personnel~~ ~~Experience/Qualification:~~ •~~Former President, CEO and Director of The Western Union Company.~~ •~~Brings executive management and board experience.~~


~~Jerry P.LEAMON~~ ~~Director~~	~~Angel R.MARTINEZ~~ ~~Director~~	~~Debra J.PERRY~~ ~~Director~~	~~George T.SHAHEEN~~ ~~Director and Non-Executive Chair of the Board of Korn Ferry~~
~~Age:~~66 Age: 60 Director Since:~~2012~~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 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.	Age: 72 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: 69 Director Since: 2012 Independent: Yes Committee Memberships: • Compensation and Personnel (Chair) •Audit Experience/~~Qualification:~~Qualifications: •Former Global Managing Director of ~~Deloitte & Touche.~~Deloitte. •Brings financial accounting expertise and extensive global professional services experience.


~~Age:~~62Angel R. MARTINEZ	*Debra J. PERRY*	*Lori J. ROBINSON*	*George T. SHAHEEN*
Director	Director	Director	Director

Age: 65 Director Since:2017 Independent:Yes Committee Memberships: ~~– Experience/Qualification:~~ •~~Current Non-Executive~~ Audit Experience/Qualifications: • Former Chairman of the Board of Directors, ~~of,~~ and Former President and CEO, of Deckers Brands (formerly known as Deckers Outdoor ~~Corporation.~~Corporation). •Brings executive management, product, and marketing experience.	~~Age:~~66 Age: 69 Director Since:2008 Independent:Yes Committee Memberships: •Audit (Chair) •Nominating and Corporate Governance Experience/~~Qualification:~~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:~~73 Age: 61 Director Since:~~2009~~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: 76 Director Since: 2020 (previously a Director from 2009-2019) Independent: Yes Committee Memberships: – - • Compensation and Personnel • Nominating and Corporate Governance Experience/Qualification: • Former Non-Executive Chair of the Board of ~~the Company.~~Korn Ferry and former Chief Executive Officer of Siebel Systems, Inc. •Brings executive management, consulting, board and advisory experience.

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	910,000	3,448,284	—	71,951	12,750	4,442,985
Robert P. Rozek, Executive Vice President, Chief Financial Officer and Chief Corporate Officer	575,000	1,432,509	—	—	12,750	2,020,259
Byrne Mulrooney, Chief Executive Officer of RPO, Professional Search and Digital	450,000	1,047,610	—	—	235,320	1,732,930
Mark Arian, Chief Executive Officer of Consulting	450,000	518,818	—	—	262,084	1,230,902

•	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 the 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 advisory firm.

•	In order to assist the Company’s efforts in weathering the economic environment created by COVID-19, the Company and each of the named executive officers agreed to a reduction in each named executive officer’s base salary by 50%, effective May 1, 2020 through August 31, 2020 (which period was subsequently extended through December 31, 2020). The Compensation and Personnel Committee exercised its negative discretion to eliminate entirely the annual cash incentives for each of the named executive officers for fiscal year 2020 in light of the ongoing economic impact of COVID-19 on the Company.

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. Reduced by 50% through December 31, 2020 as described above in fiscal year 2021 to address the financial impact of COVID-19.
Annual Cash Incentives	Motivate and reward named executive officers for achieving financial and strategy execution goals over a one-year period.	Determined by the Compensation and Personnel Committee based upon performance goals, strategic objectives, competitive data, and individual performance. Negative discretion exercised resulting in no bonus for fiscal year 2020 in response to the financial impact of COVID-19.
Long-Term Incentives	Align the named executive officers’ interests with those of stockholders, encourage the achievement of the long-term goals of the Company, 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 historic grants.

	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 ~~required~~subject to ~~own three times their annual base salary in Company common stock.~~stock ownership requirements.

	We do not provide excise tax gross-ups to any of our executive officers.
	We proactively reduced the compensation of our Board and our named executive officers to align ourselves with the challenges that COVID-19 is presenting globally.

	~~PROPOSAL No. 1 ELECTION OF DIRECTORS~~01	8
		~~Required Vote~~*Governance*	8
	~~Recommendation of the Board~~	8

*Proposal No. 1 Election of Directors*	8
Required Vote	8
Recommendation of the Board	8

*The Board of Directors*	~~THE BOARD OF DIRECTORS~~9	9
	~~Director Qualifications~~	9Governance Insights: Environmental, Social, and Governance
	~~Board Diversity~~(“ESG”) Matters	109
	Director ~~Tenure~~Qualifications	10
Snapshot of Director Nominees	11
Board Diversity	11
Independent Director Tenure	11
Background Information Regarding Director Nominees	1112

*Corporate Governance*	17
Director Independence	~~CORPORATE GOVERNANCE~~17	15
	~~Director Independence~~	16
	Board Leadership Structure	1618
	Board’s Oversight of Enterprise Risk and Risk Management	1718
	Board Committees	1820
Board Refreshment	22
Responsive Governance Practices	23
Culture of Integrity and Code of Business Conduct and Ethics	2124
	Corporate Governance Guidelines	2124

Name	Position with Korn Ferry
Doyle N. Beneby	Director
Gary D. Burnison	Director and Chief Executive Officer
~~William R. Floyd~~	~~Director~~
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 ~~and Non-Executive Chair of the Board~~

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

•	Appointment of a Chief Diversity Officer, Mike Hyter. Mr. Hyter has played an instrumental role in growing the breadth of Korn Ferry’s Diversity & Inclusion (“D&I”) business. As Chief Diversity Officer, Mr. Hyter reports directly to Mr. Burnison and is part of Korn Ferry’s senior executive team. The creation of this role elevates the Company’s ongoing focus on D&I programs and initiatives, the embrace of diverse perspectives and backgrounds, and Korn Ferry’s dedication to driving meaningful change within Korn Ferry and with clients.
•	For the second consecutive year, Korn Ferry earned a perfect score of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index, which is the U.S. national benchmarking tool on corporate policies and practices pertinent to LGBTQ employees. In 2019 and 2020, the Human Rights Campaign Foundation named Korn Ferry as a “best place to work” for LGBTQ equality. Korn Ferry was also recognized by Working Mother as one of the 2019 Best Companies. Working Mother honors companies that offer inclusive benefits for families, including generous maternity and parental leave, and affordable emergency childcare. Korn Ferry is committed to D&I, and these awards validate our efforts to be a premier career destination for our current and future colleagues from all backgrounds.
•	Korn Ferry was awarded the 2020 Silver Status Medal from EcoVadis for its Corporate Social Responsibility (“CSR”) practices. This represents a score in the top 25% of the approximately 65,000 companies that EcoVadis assessed. EcoVadis is an independent industry standard for evaluating and rating how well a company has integrated the principles of CSR into its business practices by using a stringent methodology covering numerous criteria across categories of the environment, labor and human rights, ethics and sustainable procurement. Korn Ferry also achieved Silver Status in 2019, and increased its performance scores in 2020 by 20% for environment, 20% for labor and human rights, and 15% for business ethics. For the past four years, Korn Ferry has also responded to the CDP Climate Change survey, reporting on our greenhouse gas emissions and broader practices related to climate change, and we have improved our CDP score over time.

•	a reputation for integrity,

•	honesty and adherence to high ethical standards,

•	strong management experience,

•	current knowledge of and ~~contact~~contacts in the Company’s industry or other industries relevant to the Company’s business,

•	the ability and willingness to commit ~~sufficient~~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.

~~Board Structure~~

•Board Structure		Stockholder Rights	Other Highlights
•87.5% of the Board consists of Independent Directors

•	Independent Chair of the Board

•	Independent Audit, Compensation and Nominating Committees

•	Regular Executive Sessions of Independent Directors

•	Annual Board and Committee ~~Self-Evaluations~~

Self- Evaluations •	~~50%~~ 62.5% Diverse Board Members

and nominees (if all are elected) •	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

~~Stockholder Rights~~

•	Annual Election of 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

~~Other Highlights~~

•	Clawback Policy

•	Stock Ownership Guidelines

•	Pay-for-Performance Philosophy

•	Policies Prohibiting Hedging, Pledging and ~~Short-Sales~~

Short Sales •	No Excise Tax Gross-Ups

•	Quarterly Education on Latest Corporate Governance Developments



		*~~GOVERNANCE INSIGHTS:~~*~~BOARD DIVERSITY~~

		~~Q & A WITH CHRISTINA GOLD, CHAIR OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE~~

		~~Question:How important is Board diversity to the Company?~~

		Diversity remains a very high priority at Korn Ferry, both at the Board level and throughout the organization. We believe it is essential to our continued success. As our business grows and new and different challenges present themselves it is critical that our Board members possess diverse skills, experiences and backgrounds. Diversity of background includes racial and gender diversity. Having directors with a wide range of perspectives allows the Company to better understand and serve our clients and to continue to adapt our business to a constantly changing world. The diversity of our Board has been particularly instrumental in helping to facilitate the successful integration of Hay Group into our organization and develop and pursue our strategic initiatives. Our focus on diversity has led to a diverse boardroom with half of our Board comprised of women and racially diverse directors. Diversity of experience and background is also key to our Board composition. Our directors have a variety of industry and professional experiences that are fundamental to oversight of our organization, including experience in the service, financial and consumer products industries and roles in marketing, brand and product development. The value we place on diversity is best highlighted by the fact that our two newest Board members are racially diverse.

		~~Question:How does the Company achieve diversity on the Board and its Committees?~~

		One of the key ways the Company achieves diversity on the Board and its committees is through its periodic refreshment of the composition of the Board and its committees. As part of the Board and Committee annual self-evaluations, the Nominating and Corporate Governance Committee considers, among other things, the composition of the Board and each of its committees, including whether the Company’s directors possess the right diversity of skills, experiences and backgrounds for the current issues facing the Company. As a result of such evaluations, since 2012, we have elected five new directors to our Board, each with diverse skills, backgrounds and experiences, a new Chairperson, rotated the Chairs of the Compensation and Personnel Committee and Nominating and Corporate Governance Committee, made some changes to the composition of our Board Committees, and expanded the qualifications and diversity represented on the Board.

•	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 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


		Debra J.PERRY	Jerry P.LEAMON	~~William~~	Angel R.~~FLOYD~~ MARTINEZ
	~~Chair~~ *CHAIR*
~~Among other things, the Audit Committee:~~

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

• 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, COVID-19, data privacy, and cybersecurity