UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

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Korn/Ferry International

Korn Ferry

(Name of Registrant as Specified Inin Its Charter)

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Table of Contents

 

01 Governance	11
GOVERNANCE
PROPOSALProposal No. 1 ELECTION OF DIRECTORS Election of Directors	812
THE BOARD OF DIRECTORSRecommendation of the Board	9
Director Qualifications	9
Board Diversity	10
Director Tenure	10
Background Information Regarding Director Nominees	1112
CORPORATE GOVERNANCEThe Board of Directors	1513
Governance Insights: Board Refreshment & ESG Matters	13
Director IndependenceQualifications	15
Annual Board and Committee Evaluations	15
Snapshot of Director Nominees	16
Background and Qualifications of Director Nominees	17
Corporate Governance	22
Board Leadership Structure	1622
Director Independence	23
Board’s Oversight of Enterprise Risk and Risk Management	1724
Board Committees	1825
Board Refreshment Mechanisms	28
Culture of Integrity and Code of Business Conduct and Ethics	2128
CorporateCommitment to Good Governance GuidelinesPractices	21
02
COMPENSATION
PROPOSAL No. 2 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	2429
02 PROPOSAL No. 3 ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATIONCompensation	2531
Proposal No. 2 Advisory Resolution to Approve Executive Compensation	33
COMPENSATION DISCUSSION AND ANALYSISRecommendation of the Board	2633
Compensation Discussion and Analysis	34
Our Named Executive Summary: Focus on Pay-for-PerformanceOfficers	2634
Governance Insights: Stockholder Outreach Regarding Compensation Matters	37
Executive Compensation Philosophy and Oversight	2938
Our Process: From Strategy to Compensation-Related Metrics	3039
Elements of Compensation & Compensation Decisions and Actions	3242
Other Compensation Elements	3847
Other Policies	3948
Compensation and Personnel Committee Report on Executive Compensation	4050
Compensation Committee Interlocks and Insider Participation	4050
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORSCompensation of Executive Officers and Directors	4151
Fiscal Year 2017, 20162022, 2021, and 20152020 Summary Compensation Table	4151
Fiscal Year 20172022 Grants of Plan-Based Awards	4352
Employment Agreements	4352
Fiscal Year 20172022 Outstanding Equity Awards at Fiscal Year-End	4554
Stock Vested in Fiscal Year 20172022	4655
Fiscal Year 20172022 Pension Benefits	4655
Fiscal Year 20172022 Nonqualified Deferred Compensation	4756
Potential Payments Upon Termination or Change of Control	4756
Pay Ratio Disclosure	62
Fiscal Year 20172022 Compensation of Directors	53

03
AUDIT MATTERS
PROPOSAL No. 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	5662
03 AUDIT COMMITTEE MATTERSStock Incentive Plan	5765
Fees Paid to Ernst & Young LLPProposal No. 3 Approval of the Korn Ferry 2022 Stock Incentive Plan	5766
Recommendation to Appointof the Board	74
Equity Compensation Plan Information	75
04 Employee Stock Purchase Plan	77
Proposal No. 4 Approval of the Korn Ferry Amended and Restated Employee Stock Purchase Plan	78
Recommendation of the Board	81
05 Audit Matters	83
Proposal No. 5 Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	5784
Recommendation of the Board	84
Audit Committee Matters	85
Fees Paid to Ernst & Young	85
Recommendation to Appoint Ernst & Young as Independent Registered Public Accounting Firm	85
Audit Committee Pre-Approval Policies and Procedures	5886
Governance Insights: Active Auditor Oversight	86
Report of the Audit Committee	59
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
05
GENERAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	6687
06 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING General Information	6789
OTHER MATTERSSecurity Ownership of Certain Beneficial Owners and Management	7090
Questions and Answers About the Proxy Materials and the Annual Meeting	91
Other Matters	95
Certain Relationships and Related Transactions	7095
Related Person Transaction Approval Policy	7095
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports	7096
Annual Report to Stockholders	7196
Communications with Directors	7196
Submission of Stockholder Proposals for Consideration at the 20182023 Annual Meeting	7196
Stockholders Sharing an Address	7297
ANNEXAppendix A — Non-GAAP Financial Measures	A-1
Appendix B — Korn Ferry 2022 Stock Incentive Plan	B-1
Appendix C — Korn Ferry Amended and Restated Employee Stock Purchase Plan	C-1

Index of Frequently Accessed Information
Beneficial Ownership	90
Stockholder Outreach Regarding Compensation Matters	37
Director Biographies	17
Director Independence	23
Employment Contract or Letter Agreements	48
Board Refreshment & ESG Matters	13
Governance Documents	94
How to Vote	92
Active Auditor Oversight	86
Related Party Transactions and Policies	95
Commitment to Good Governance Practices	29
Risk Oversight	24
Stock Ownership Policy	48
Use of Peer Group	40
Virtual Meeting Information	91

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DEAR FELLOW SHAREHOLDERS

Thank you for your investment in Korn Ferry and for the trust you have placed in our Board to help oversee and facilitate Korn Ferry’s long-term success.

Fiscal 2017 Accomplishments

Against a backdrop of uncertain macroeconomic and geopolitical factors, Korn Ferry achieved yet another year of strong financial performance and continued to make progress on our strategic objectives. We are proud of these results, which include:

•	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).

Leading Corporate Governance Practices

Complementing our financial performance is our Company’s commitment to corporate governance, including:

•	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.

Commitment to Shareholder Engagement

In the past few years, the Company has stressed the importance of shareholder communication, with the Company increasing its outreach to its shareholders as a result. As part of those efforts, we sought feedback from our shareholders about the issues that mattered most to them. In 2015, we redesigned our proxy statement to address the issues we heard in that outreach, and to provide more meaningful and transparent disclosure regarding our compensation and corporate governance practices, including our Governance Insights section of the proxy statement discussing Board Committee priorities. We have received positive feedback from our shareholders to such enhancements and were even awarded 2016 Proxy of the Year (small to mid-cap) by Corporate Secretary Magazine.

Board Composition: Ongoing Commitment to Board Diversity

Our Board is composed of individuals whose skills and experiences permit them to make significant contributions to the Company and represent the long-term interest of our shareholders. It is critical that our Board include diverse perspectives, and a mix of skills, backgrounds, and industry experiences. To achieve and maintain such diversity, we periodically refresh the composition of our Board by appointing new members. Since 2012, we have elected five new directors to our Board, each with diverse skills, backgrounds and experiences. We are proud of the diversity of our directors and will continue our efforts to assemble an exceptional Board.

The commentary above is only a snap shot of the Company’s Fiscal 2017 achievements, but we believe these achievements are representative of our commitment and progress. We strongly encourage each of our shareholders to review this proxy statement, vote promptly and convey their views.

On behalf of our Board, Senior Management and the Company, thank you for being a Korn Ferry shareholder.

Sincerely,

George Shaheen,
Chair of the Board
August 18, 2017
Korn/Ferry International
1900 Avenue of the Stars,
Suite 2600
Los Angles, CA 90067
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Dear Fellow Stockholders,

NOTICE OF 2017 ANNUAL MEETING

MEETING INFORMATION

Date: September 27, 2017

Time: 8:00 a.m. Pacific Time

Location: InterContinental, 2151 AvenueOn behalf of the Stars, Los Angeles, CA 90067

Record Date: August 4, 2017

MEETING AGENDA

To the Stockholders:

On September 27, 2017, Korn/Board of Directors (the “Board”) of Korn Ferry International (the “Company”, “Korn Ferry”, “we”, “its”“Company,” “we,” “its,” and “our”) will hold its 2017and all of our Korn Ferry colleagues, I am delighted to invite you to attend our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at the InterContinental located at 2151 Avenue of the Stars, Los Angeles, California 90067. The Annual Meeting will beginon September 22, 2022 at 8:00 a.m. Pacific Time.

Only

Korn Ferry’s fiscal year 2022 results were outstanding, a testament of the strength and dedication of our management team, the talent and resilience of our workforce, and the continued trust of our clients. Korn Ferry achieved record fee revenue of $2.63 billion (up 45% year over year), record net income attributable to Korn Ferry of $326.4 million (up 185% year over year), and record adjusted EBITDA* of $539 million (up 88% year over year) against the challenging backdrop of the ongoing coronavirus pandemic (“COVID-19”), war in Ukraine, and significant inflationary headwinds.

In fiscal year 2022, Korn Ferry continued to pursue a balanced capital allocation framework. The Company repurchased almost $100 million in shares, paid cash dividends of approximately $27 million, and acquired Lucas Group and Patina Solutions Group, Inc. to enhance our professional search and interim solutions business offerings.

Looking beyond our financial performance, Korn Ferry delivered for its colleagues and broader communities. As part of our environmental, social, and governance (“ESG”) initiatives:

•	We supported our Ukrainian operations (including by providing lodging, relocation, and wellbeing resources to our colleagues), and the Korn Ferry Charitable Foundation (the “Foundation”) donated to humanitarian organizations focused on the people of Ukraine.
•	We increased our investment in internal talent development through programs such as the Mosaic Emerging Talent Program focused on diverse, high potential early-to-mid career professionals from across our lines of business and corporate functions.
•	We continued to provide financial and resource support for the Foundation’s Leadership U for Humanity program, which is available at no cost to participants, and offers an interactive six-month leadership development program to help mid-level professionals of color and other professionals from underrepresented backgrounds strengthen their leadership skills and empower them to accomplish their career goals.
•	We are on track to meet or exceed our target to reduce total Scope 1 and Scope 2 (market-based) greenhouse gas emissions for our global offices by 30% by 2025, compared to our 2019 emissions.
•	We invested in carbon removal projects in fiscal year 2022.

We invite you to learn more about our ESG activities in our recently published 2021 ESG Report.

We are committed to pursuing Korn Ferry’s objective to expand its position as the preeminent organizational consulting firm by finding better ways to do our work, developing new capabilities, and creating strategies for success as we build an even stronger and more innovative company that delivers value to its employees, clients, stockholders, who owned our common stockand communities. Despite the persistent external difficulties of COVID-19, uncertain economic headwinds, and heightened geopolitical tensions, we believe Korn Ferry is well-positioned for both a successful fiscal year 2023 and for substantial long-term success.

I also want to take a moment to mention that I will be retiring from the Board as of the close2022 Annual Meeting. It has been an honor to serve you and the broader Korn Ferry community alongside such a talented group of business on August 4, 2017 (the “Record Date”) can votefellow Board members. After careful consideration, the Board has elected my colleague Jerry Leamon to serve as your new Board Chair following the 2022 Annual Meeting. Jerry has ably served Korn Ferry since joining the Board in 2012, and I know the Board, Korn Ferry, and our stakeholders will benefit from his experienced and thoughtful leadership.

In light of the continued public health impact of COVID-19, our 2022 Annual Meeting of Stockholders will be conducted online this year through a live audiocast, which is often referred to as a “virtual meeting” of stockholders. Our digital format allows stockholders to participate safely, conveniently, and effectively. We intend to hold our virtual meeting in a manner that affords stockholders the same general rights and opportunities to participate, to the extent possible, as they would have at an in-person meeting.

We look forward to your participation at the 2022 Annual Meeting or any adjournments or postponements thereof. The purposes of the Annual Meeting are to:Stockholders. Thank you for your interest and investment in Korn Ferry.

Christina Gold, our current Board Chair, and George Shaheen willbe retiring from our Board as of the Annual Meeting. Over the pastyears, Christina and George have served Korn Ferry with an abidingfocus on safeguarding the best interests of the Company and ourstakeholders. On behalf of myself, the rest of the Board, and KornFerry’s stockholders, I thank and congratulate Christina and Georgefor their years of outstanding service. Gary Burnison Chief Executive Officer

*	Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure and for reconciliation to the most directly comparable GAAP measure, see Appendix A to this Proxy Statement.

Sincerely,

Christina A. Gold,

Chair of the Board

August 11, 2022

Korn Ferry

1900 Avenue of the Stars, Suite 1500

Los Angeles, CA 90067

(310) 552-1834

i

 | 2022 Proxy Statement

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Notice of 2022 Annual Meeting

Meeting Information

	Time and Date 8:00 a.m. Pacific Time September 22, 2022			Location Live Audiocast at www.virtualshareholdermeeting.com/KFY2022			Record Date July 29, 2022

Meeting Agenda
1.	Elect the eight directors nominated by our Board of Directors (the “Board”) and named in the Proxy Statement accompanying this notice to serve on the Board of Directors until the 20182023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal;Stockholders.
			FOR each Director Nominee
	2.	Vote on a non-binding advisory resolution to approve the Company’s executive compensation;compensation.
	3.	Vote on a non-binding advisory resolution on		FOR
3.	Approve the frequency of future advisory votes to approve the Company’s executive compensation;Korn Ferry 2022 Stock Incentive Plan.
				FOR
4.	Approve the Korn Ferry Amended and Restated Employee Stock Purchase Plan.
	4.			FOR
5.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 20182023 fiscal year;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; andFOR
	6.	Transact any other business that may be properly presented at the Annual Meeting.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THE PROXY STATEMENT, FOR A “ONE YEAR” FREQUENCY TO CONDUCT FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION, AND “FOR” EACH OF THE OTHER ABOVE PROPOSALS.

Please read the proxy materials carefully.

Your vote is importantand we appreciate your cooperation in considering and acting on the matters presented. See pages 67 - 69 for a descriptionVirtual Meeting: In light of the ways by which you may cast yourongoing public health and travel safety concerns relating to the coronavirus pandemic (“COVID-19”), Korn Ferry (the “Company,” “we,” “its,” and “our”) will hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) online.

Who Can Vote: Stockholders who owned our common stock as of the close of business on July 29, 2022 (the “Record Date”) can vote on the matters being consideredonline at the Annual Meeting or any adjournments or postponements thereof.

How to Attend: To attend the Annual Meeting online, vote or submit questions during the Annual Meeting, or view the stockholder list, stockholders of record will need to go to www.virtualshareholdermeeting.com/KFY2022 and log in using their 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). Beneficial owners should review these proxy materials and their voting instruction form or the Notice for how to vote in advance of, and how to participate in, the Annual Meeting.

	How You Can Vote
	Via telephone	1-800-690-6903
	Via Internet	Before the Annual Meeting by visitingwww.proxyvote.com During the Annual Meeting by visitingwww.virtualshareholdermeeting.com/KFY2022
	Via mail	Sign, date, and mail the enclosed proxy card (if you received one)
	Please read the proxy materials carefully before voting. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented. For more information, see pages 91 - 94.

Meeting Disruption: In the event of a technical malfunction or situation that the chair of the Annual Meeting determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair of the Annual Meeting will convene the meeting at 9:00 a.m. Pacific Time on the date specified above and at the Company’s address at 1900 Avenue of the Stars, Suite 1500, Los Angeles, CA 90067, solely for the purpose of adjourning the Annual Meeting to reconvene at a date, time, and physical or virtual location announced by the chair of the Annual Meeting. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.kornferry.com.

August 18, 201711, 2022
Los Angeles, California
By Order of the Board of Directors,

Jonathan Kuai

General Counsel, Managing Director of Business Affairs &
ESG, and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 22, 2022:

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

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PROXY SUMMARYProxy Summary

 

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

 

Annual Meeting of Stockholders (page 67)

Date and Time: September 27, 2017 at 8:00 a.m. Pacific Time.

Place: InterContinental, 2151 Avenue of the Stars, Los Angeles, California 90067.

Admission: To be admitted to the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) you must present valid photo identification and, if your shares are held by a bank, broker or other nominee, proof of beneficial ownership of the shares.

Eligibility to Vote: You can vote if you were a holder of Korn Ferry’s common stock at the close of business on August 4, 2017.

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 24	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	Board Vote Recommendation FOR

How to Cast Your Vote (pages 67 - 69)

On or about August 18 , 2017, we will mail a Notice of Internet Availability of Proxy Materials to stockholders of our common stock as of August 4, 2017, other than those stockholders who previously requested electronic or paper delivery of communications from us.

Stockholders of record can vote by any of the following methods:91)

 

Date and Time:	Viatelephoneby calling1-800-690-6903;September 22, 2022 at 8:00 a.m. Pacific Time
Location:	www.virtualshareholdermeeting.com/KFY2022
Admission:	ViaInternet by visitingwww.proxyvote.com;
	Viamail (if you received your proxy materials by mail) by signing, dating and mailing the enclosed proxy card; or
	Inperson, atTo participate in the Annual Meeting. You must present valid photo identificationMeeting online, including to vote during the Annual Meeting, stockholders will need the 16-digit control number included on their proxy card, the Notice or voting instruction form, or contact their bank, broker, or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be admittedable to the Annual Meeting.

•	If youattend, participate in, or 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.
Who Can Vote:	Holders of Korn Ferry’s common stock at the close of business on July 29, 2022.
•How to Vote:	If your shares are held inOn or about August 11, 2022, we will mail the nameNotice to stockholders of a bank, brokerour common stock as of July 29, 2022, other than those stockholders who previously requested electronic or other nominee, you must followpaper delivery of communications from us. Stockholders can vote by any of the voting instructions provided to you by your bank, broker or nominee in order for your shares to be voted.following methods described on pages 91 – 93.

Voting Roadmap (page 91)

Proposal		Board Recommendation	Page Reference
1	Election of Directors •  7 of 8 nominees are independent •  Diverse slate, including 2 committees led by directors from underrepresented groups (by gender or race/ethnicity) •  Active Board refreshment, with five new directors or nominees in last five years •  Robust Board oversight of Company strategy and risks •  Responsive and evolving corporate governance practices	FOR each Director Nominee	12
2	Advisory Resolution to Approve Executive Compensation •  Program intended to offer competitive total direct compensation opportunities aligned with stockholder interests •  Executives incentivized to focus on short-and long-term Company performance •  Returned to the Company’s standard mix of 60% performance-based awards and 40% time-based awards at the beginning of fiscal year 2022 •  Management outreach to 72% of outstanding shares post-2021 Annual Meeting	FOR	33
3	Approval of the Korn Ferry 2022 Stock Incentive Plan •  Allows the Company to continue to maintain a compensation policy that includes a balanced mix of cash and equity •  Helps the Company compete more effectively for key employee talent •  Aligns the long-term interests of employees and stockholders	FOR	66
4	Approval of the Korn Ferry Amended and Restated Employee Stock Purchase Plan •  Aids the Company in attracting and retaining employees •  Aligns the interests of participating employees with those of stockholders by promoting stock ownership	FOR	78
5	Ratification of Independent Registered Public Accounting Firm •  Independent firm with reasonable fees and strong geographic and subject matter coverage •  Performance annually assessed by the Audit Committee •  Served as independent registered public accounting firm since 2002 •  Lead audit partner rotated in June 2020	FOR	84

 

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2017| 2022 Proxy Statement

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Highlights for Fiscal Year 2022

BUSINESS HIGHLIGHTS FOR FISCAL YEAR 2017

**	Excludes CoreLogic, Inc. and Nielsen Holdings Plc due to their recent and pending acquisitions, respectively.

Business Performance

Achieved:

 

I			Record Fee Revenue of $2.63 billion, up 45% over fiscal year 2021, and operating margin of 17.9%.
Generatedrecord fee revenue of $1.57 billionI,representing a21% increase year over yearincluding organic growth and the Hay Group acquisition	All-time high Diluted Earnings Per Share of $5.98, up 186% over fiscal year 2021.
I	All-time high net income attributable to Korn Ferry of $326.4 million, up 185% over fiscal 2021.
I	All-time high Adjusted EBITDA* of $539 million, up 88% over fiscal year 2021, and Adjusted EBITDA margin* of 20.5%.
I	All-time high Adjusted Diluted Earnings Per Share* of $6.23, up 148% over fiscal year 2021.

*
	19%Adjusted Diluted Earnings Per Share, Price Appreciation in FY 17*
	*  ComparisonAdjusted 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 16these measures and for reconciliation to the most directly comparable GAAP measures, see Appendix A to this Proxy Statement.

 

	#1 Best Executive Recruitment Firmin North America byForbes Magazine (2017)			#1 Recruitment Process Outsourcing Firmby HRO Magazine (2016)

Governance of the Company (page 15)

▼		▼		▼		▼
Board Structure		Committees and Attendance		Stockholder Engagement		Recent Corporate
•  Independent Chair of the Board. •  7 of the 8 Directors on the Board are Independent. •  Independent Directors Meet in Regular Executive Sessions.		•  Independent Audit, Compensation and Nominating Committees. •  All Directors Attended at Least 75% of Board and Their Respective Committee Meetings.		•  Stockholder Communication Process for Communicating with the Board. •  This year’s proxy statement includes proposals to amend the Company’s Restated Certificate of Incorporation to remove the supermajority voting standards.		Governance Enhancements
						•  Replaced Classified Board Structure with Annual Director Elections. •  Implemented Majority Voting in Uncontested Elections.

Governance Insights (pages 15, 33, and 58)3   Each of the Company’s standing Board committees is committed to staying abreast of the latest issues impacting good corporate governance. The Company has included three sets of Questions & Answers (“Q&As”), one with the chair of each of the Company’s standing committees. These Q&As are meant to provide stockholders with insight into committee-level priorities and perspectives on Board diversity, pay alignment and retention, and oversight of the adoption of the new revenue recognition standard.

AGE	DIRECTOR TENURE	DIRECTOR INDEPENDENCE

2017| 2022 Proxy Statement

2

BOARD NOMINEES (PAGES 11 - 14)

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

 

I						Published 2021 ESG Report and 2021 SASB Report. Received Platinum and Gold honors from MarCom Awards for our 2020 Corporate Responsibility Report and Platinum honors from Hermes Awards for our 2021 ESG Report.
Doyle N.BENEBY DirectorI		Gary D.BURNISON DirectorAwarded the 2021 Silver Status Medal from EcoVadis for sustainability practices for the third consecutive year, 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 experienceplaced in the energy industry.		Age:56 Director Since:2007 Independent:No Committee Memberships: – Experience/Qualification: •President and CEOtop 16% 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 of the Board of Buffet Holdings, Inc. •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.
						companies assessed by EcoVadis based on our score.
Jerry P.LEAMON DirectorI	Again achieved Management Level rating, this time for 2021 submission to the CDP Climate Change survey, which detailed our calendar year 2020 greenhouse gas emissions and climate-related practices.
Angel R.MARTINEZ DirectorI		Debra J.PERRY Director		George T.SHAHEEN Director and Non-Executive ChairRecognized by Seramount (formerly Working Mother Media) as one of the Board2021 100 Best Companies for parents to work for the third consecutive year, as one of Korn Ferrythe 2021 Best Companies for Dads for the second consecutive year, and as one of the 2022 Top Companies for Executive Women for the third consecutive year.
Age:66I	For the fourth consecutive year, earned a perfect score of 100 on the 2022 Human Rights Campaign Foundation’s Corporate Equality Index and named a “best place to work” for LGBTQ+ equality.
Director Since:2012I	Awarded $700,000 of scholarships to date through our independent, not-for-profit—the Korn Ferry Charitable Foundation—with the mission of making real, lasting changes by helping people exceed their potential through opportunity.
Independent:YesI Committee Memberships: •	Continued to Compensationachieve certification to internationally recognized standards for mature global privacy and Personnel (Chair)security programs (ISO/IEC 27001 and ISO/IEC 27018).
I •Audit Experience/Qualification: •Former Global Managing Director of Deloitte & Touche. •Brings financial accounting expertise and extensive global professional services experience.		Age:62 Director Since:2017 Independent:Yes Committee Memberships: – Experience/Qualification: •Current Non-Executive ChairmanIn 2021, named one of the Board of Directors of, and Former President and CEO of, Deckers Outdoor Corporation.Top Employers for Latino Leaders •Brings executive management, product, and marketing experience.		Age:66 Director Since:2008 Independent:Yes Committee Memberships: •Audit (Chair) •Nominating and Corporate Governance Experience/Qualification: •Former senior managing director inby 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 Director Since:2009 Independent:Yes Committee Memberships: – Experience/Qualification: •Chair ofCouncil for Latino Workplace Equity, an initiative under the Board of the Company. •Brings executive management, consulting, board and advisory experience. National Diversity Council.

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2017 Executive Compensation SummaryCorporate Governance (page 41)*

Name and Principal Position		Salary ($)		Bonus ($)		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		—		1,787,537		1,267,630		7,979		53,462		4,026,608
Robert P. Rozek, Executive Vice-President, Chief Financial Officer and Chief Corporate Officer		575,000		—		856,534		800,975		—		27,711		2,260,220
Byrne Mulrooney, Chief Executive Officer of Korn/Ferry International Futurestep, Inc.		450,000		—		1,489,630		750,000		—		22,862		2,712,492
Mark Arian, Chief Executive Officer of Korn/Ferry Hay Group		37,500		—		399,960		—		—		541		438,001
Stephen Kaye, Former Chief Executive Officer of Korn/Ferry Hay Group		450,000		437,500		117,512		—		—		10,348		1,015,360

* See footnote disclosure to table on pages 41 - 42.

2017 Executive Total Compensation Mix (page 30)22)

 

CEO COMPENSATION MIX*Strong Governance Practices

Annual Director Elections for All Directors.

Majority Voting in Uncontested Elections.

Committee Oversight of ESG Program.

No Supermajority Voting Standards.

Stockholder Right (at 25% Threshold) to Call Special Stockholder Meetings.

Board Structure		OTHER NEO COMPENSATION MIX*Committees, Attendance, and Commitments		Stockholder Engagement
Independent Chair of the Board. 8 of the 9 Directors on the Board are Independent. Independent Directors Meet in Regular Executive Sessions. 10-Term Service Limit for Non-Executive Directors Joining the Board after October 1, 2020.
Independent Audit, Compensation, and Nominating Committees. All Directors Attended at Least 75% of Board and Their Respective Committee Meetings. No Director Serves on More Than 4 Public Company Boards. 2 Committees Led by Directors from Underrepresented Groups (by Gender or Race/Ethnicity).		Stockholder Communication Process for Communicating with the Board. Regular Stockholder Engagement Throughout the Year. Outreach to Stockholders Representing Approx. 75% of Outstanding Shares Prior to 2021 Annual Meeting (and Met with Stockholders Representing 55%). Outreach to Stockholders Representing Approx. 72% of Outstanding Shares After 2021 Annual Meeting (and Met with Stockholders Representing 21%).

 

Governance Insights (pages 13, 37, and 86)

 

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

These Q&As are meant to provide stockholders with insight into committee-level priorities and perspectives on Board refreshment and ESG matters, the return to our traditional approach to compensating our executives and key employees once the Compensation and Personnel Committee of the Board was able to understand better the impact of the COVID-19 pandemic on the Company’s business, and the oversight of our independent registered public accounting firm.

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Board Nominees (pages 17 – 21)

*	Tenure is provided for non-executive directors only. The “As of Filing” tenure calculations include Ms. Gold’s service with the Board since 2014 and Mr. Shaheen’s cumulative service with the Board from 2009 to 2019, and from April 2020 to present.
**	This graphic represents directors who are members of underrepresented groups (by gender or race/ethnicity).
***	Not included in percentages of directors from underrepresented groups.

Audit

Audit

Equity awards based upon grant date value. Excludes Mr. Kaye, whose employment terminated during the fiscal year

Comp. & Pers.

Compensation and Mr. Arian, who joined the Company in the fourth quarterPersonnel

Nom. & Corp. Gov.

Nominating and Corporate Governance

Member of fiscal 2017.Underrepresented Group (by gender or race/ethnicity)

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*	2017Tenure is provided for non-executive directors only.
**	This graphic represents directors who are members of underrepresented groups (by gender or race/ethnicity).
***	Not included in percentages of directors from underrepresented groups.

Audit

Audit

Comp. & Pers.

Compensation and Personnel

Nom. & Corp. Gov.

Nominating and Corporate Governance

Member of Underrepresented Group (by gender or race/ethnicity)

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2022 Executive Compensation Summary (page 51)

		Gary D. Burnison(1)		Robert P. Rozek(2)		Byrne Mulrooney(3)		Mark Arian(4)
Salary		$985,000		$616,667		$533,333		$533,333
Stock Awards		$5,052,479		$2,105,429		$1,515,800		$1,515,800
Non-Equity Incentive Plan Compensation		$3,450,000		$1,725,000		$1,170,125		$1,158,108
Change in Pension Value and Nonqualified Deferred Compensation Earnings		–		–		–		–
All Other Compensation		$42,219		$34,346		$39,822		$38,971
Total		$9,529,698		$4,481,442		$3,259,080		$3,246,212

(1)	President and Chief Executive Officer
(2)	Executive Vice President, Chief Financial Officer and Chief Corporate Officer
(3)	Chief Executive Officer of RPO and Digital
(4)	Chief Executive Officer of Consulting

2022 Executive Total Compensation Mix (page 39)

*	Equity awards based upon grant date value.

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Compensation Process Highlights (pages 1926 and 29 - 31)38 – 41)

 

•	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 theour 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 advisoryconsulting firm.

 

Elements of Compensation (pages 32 - 40)42 – 48)

 

Element		Purpose		Determination
Base Salary		Compensate for services rendered during the fiscal year and provide sufficient fixed cash income for retention and recruiting purposes.		Reviewed on an annual basis by the Compensation and Personnel Committee taking into account competitive data from our peer group, input from our compensation consultant, and the executive’s individual performance.
Annual Cash Incentives		Motivate and reward named executive officers for achieving financial and strategy executionperformance goals over a one-year period.		Determined by the Compensation and Personnel Committee based upon performance goals, strategic objectives, and competitive data and individual performance.data.
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 historichistorical grants.

 

BestCompensation Practices (page 29)38)

 

	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 requiredsubject 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.

 

Corporate Secretary Magazine recognized Korn Ferry for “Best Proxy Statement (small to mid-cap)” for 2016.

Forward-Looking Statements & Website References

This Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to, statements regarding the Company’s plans, objectives, expectations, and intentions, including regarding the Company’s goals or expectations with respect to corporate responsibility, sustainability, employees, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities. These statements are based on current expectations and are subject to numerous risks and uncertainties, many of which are outside of the control of Korn Ferry. Forward-looking statements are not guarantees or promises that goals or targets will be met. The Company undertakes no obligation to update any forward-looking or other statements, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future—any such information included in, and any ESG issues identified as material for purposes of, this document may not be considered material for Securities and Exchange Commission (“SEC”) reporting purposes. In the context of this Report, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including those factors discussed or referenced in our most recent annual report on Form 10-K filed with the SEC, under the heading “Risk Factors,” a copy of which is being made available with this Proxy Statement, and subsequent quarterly reports on Form 10-Q.

Website references and hyperlinks throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement, nor does it constitute a part of this Proxy Statement.

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	Corporate Governance Guidelines	21

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Proposal No. 1

Election of Directors

ELECTION OF DIRECTORS

Our stockholders will be asked to consider the following eight nominees for election to our Board of Directors to serve for a one-year term until the 20182023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal.removal:

Ms. Gold and Mr. Shaheen will not be standing for re-election at the Annual Meeting. The Company is most grateful to Ms. Gold and Mr.  Shaheen for their valuable service to the Company.

The namesEach of the eight nominees was previously elected by stockholders at the 2021 Annual Meeting of Stockholders, except for director and their current position with the Company are set forth below.Charles L. Harrington. Charles L. Harrington was identified as part of a thorough search process conducted by Korn Ferry’s internal board search consultants. Detailed biographical information regarding each of these nominees is provided in this Proxy Statement under the heading “The Board of Directors.“Background Information Regarding Director Nominees.” 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. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

REQUIRED VOTE

Required Vote

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

In a contested election—a circumstance we do not anticipate at the Annual Meeting—directorelection, directors are elected by a plurality vote.of the votes cast.

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THE BOARD OF DIRECTORS

The Board of Directors

The Company’s Restated Certificate of Incorporation provides that the number of directors shall not be fewer than eight nor more than fifteen, with the exact number of directors within such limits to be determined by the Board. Currently, the Board is comprised of nine directors; effective immediately following the election of directors at the Annual Meeting, the size of the Board will be reduced to 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 20182023 Annual Meeting of Stockholders or their earlier death, resignation or removal:

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

The Board held five9 meetings during fiscal year 2017.2022. 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 2022. Directors are expected to attend each annual meeting of stockholders. AllSeven of the directors then servingthen-serving attended the 20162022 Annual Meeting of Stockholders in person.online.

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Director Qualifications

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. 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 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 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 diversity. In identifying director candidates from time to time, 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.

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

Annual Board and Committee Evaluations

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

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Snapshot of Director Nominees

 

SNAPSHOT OF DIRECTOR NOMINEES

Doyle N.BENEBY

Gary D.BURNISON

William R.FLOYD

Christina A.GOLD

Jerry P.LEAMON

Angel R.MARTINEZ

Debra J.PERRY

George T.SHAHEEN

All director nominees possess:

•   Relevant Senior Executive / CEO Experience •   Innovative Thinking •   Knowledge of Corporate Governance Practices

•   High Ethical Standards •   Appreciation of Diverse Cultures and Backgrounds

 

BOARD DIVERSITYBoard Composition: Skills, Tenure*, and Diversity

 

The Board and Company are focused on ensuring thecreating a Board that reflects a wide range of backgrounds, experiences, and cultures. Fifty percent

The following skills are possessed by one or more of our director nominees are women or racially diverse individuals.nominees:

 

	Extensive Senior Leadership / Executive Officer Experience (including as a public company Chief Executive Officer)			Significant Public Company Board, Committee, and Corporate Governance Experience
	Risk Management / Oversight Experience			Innovative Thinking
	Broad International Experience			High Ethical Standards
	Accounting Expertise (including two Accountants)			Appreciation of Diverse Cultures and Backgrounds
	Significant Strategic Oversight and Execution Experience			Experience Overseeing Large and Diverse Workforces
	Broad Product and Marketing Experience			Breadth of Experience Across Industries
	Climate and Energy Experience			Information Security Expertise

BOARD DIVERSITY

 

 

DIRECTOR TENURE

The Company believes that a variety of tenures on our Board helps to provide an effective mix of deep knowledge and new perspectives. The current tenure of our Board is as follows:

DIRECTOR TENURE

*	Tenure is provided for non-executive directors only.
**	This graphic includes Mr. Shaheen’s cumulative service with the Board of Directors from 2009 to 2019, and from April 2020 to present.
***	These graphics represent directors who are members of underrepresented groups (by gender or race/ethnicity).
****	Not included in percentages of directors from underrepresented groups.

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Background and Qualifications of Director Nominees

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 above under “Director Qualifications” and below under “Corporate Governance—Board Committees—Nominating and Corporate Governance Committee”.

BACKGROUND INFORMATION REGARDING DIRECTOR

NOMINEESCommittee.”

Mr.  Beneby is currently an independent consultant. Mr.  Beneby 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 serves on the boards of numerous energy industry organizations such as Capital Power Corporation, Argonne National Laboratory, Keystone Center & Energy Board (Trustee) and University of Texas Energy Institute. Mr. Beneby also serves as a Trustee for his alma mater, the University of Miami.

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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.

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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 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 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 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.

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Mr.  Leamon served as Global Managing Director for Deloitte & Touche until 2012, having responsibility for all of Deloitte’s businesses at a global level. In a career of almost 40 years, 31 of which as a partner, he held numerous roles of increasing responsibility. Previously, he 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, he was leader of the M&A practice for more than ten years. Throughout his career he 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 Chairman of the Americares Foundation. Mr.  Leamon is also a Senior Advisor to Lead Edge Investments. He is also a former member 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.

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Mr.  Martinez is currently the non-executive Chairman of Board of Directors of Deckers Outdoor Corp. (“Deckers”), 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 and President of Deckers from April 2005 until his retirement in May 2016, Prior to joining Deckers, he was 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. 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.

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Ms. Perry currently serves on the boards of directors of Accenture, Inc. (and its Finance & Risk Committee) (elected August 2017), the Sanford C. Bernstein Fund, Inc. (elected July 2011) and Genworth Financial Inc. (elected December 2016). She was a member of the board (from June 2013) and chair of the Audit Committee (from January 2015) of PartnerRe, a Bermuda-based reinsurance company, until the sale of the company to a European investment holding company in March 2016. She was also a trustee of the Bank of America Funds from June 2011 until April 2016. Ms. Perry served on the board of directors and chair of the human resources and compensation committee of CNO Financial Group, Inc., from 2004 to 2011. In 2014, Ms. Perry was named to NACD’s Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community. From September 2012 to December 2014, Ms. Perry served as a member 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 of CED. She worked at Moody’s Corporation from 1992 to 2004. 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.

	20   George T.SHAHEEN Director Since: 2009 Chair of the Board Age:73		Board Qualifications and Skills: Extensive Senior Leadership/Executive Officer Experience:Previously served as Chief Executive Officer of Siebel Systems, Inc., Chief Executive Officer and Global Managing Partner of Andersen Consulting and CEO of Webvan Group, Inc. Significant Public Company Board Experience: 13 years of public company board experience, including as a director of NetApp (since 2004), Marcus & Millichap (since 2013), and Green Dot Corporation (since 2013). Service Industry Experience: Former Chief Executive Officer of Andersen Consulting.
	Other Directorships: NetApp, 24/7 Customer, Marcus & Millichap, and Green Dot Corporation.

Mr.  Shaheen 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. He was Chief Executive Officer and Global Managing Partner of Andersen Consulting, which later became Accenture, from 1989 to 1999. He then became CEO and Chairman of the Board of Webvan Group, Inc. from 1999 to 2001. Mr.  Shaheen serves on the boards of NetApp, 24/7 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 a MBA from Bradley University.

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CORPORATE GOVERNANCE

Corporate Governance

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

▼

▼

▼

Board Structure
•Board Structure	87.5%	Stockholder Rights		Other Highlights
•  89% of the Board consists of Independent Directors
•	Independent Chair of the Board,
Separate from CEO •	Independent Audit, Compensation, and Nominating Committees
•	Regular Executive Sessions of Independent Directors
•	Annual Board and Committee Self-Evaluations
•	50% Diverse  63% Board Members
and nominees from Underrepresented Groups (by Gender or Race/Ethnicity) (if all are elected) •	2 Committees Led by Directors from Underrepresented Groups (by Gender or Race/Ethnicity) •Annual Strategic Off-Site Meeting •  No Director Serves on More than Four Public Company Boards (including the Company’s Board) •  10-Term Service Limit for Non-Executive Directors Joining the Board after October 1, 2020

		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.

Board Leadership Structure

Board Discretion. The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and Chief Executive Officer in the manner it considers to be in the best interests of the Company and that the role of Chair and Chief Executive Officer may be filled by a single individual or two different persons. This provides the Board with flexibility to decide what leadership structure is in the best interests of the Company at any point in time.

Separate Chair and CEO. Currently, the Board is led by an independent, non-executive Chair, Ms. Gold. Ms. Gold is not standing for re-election at the Annual Meeting. Following the Annual Meeting, Mr. Leamon will serve as Chair of the Board, subject to his re-election as a director at the Annual Meeting. The Board has determined that having an independent director serve as Chair of the Board is in the best interests of the Company at this time as it allows the Chair to focus on the effectiveness and independence of the Board while the Chief Executive Officer focuses on executing the Company’s strategy and managing the Company’s business. In the future, the Board may determine that it is in the best interests of the Company to combine the role of Chair and Chief Executive Officer.

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DIRECTOR INDEPENDENCE

Director Independence

Board Determinations. 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,Laura M. Bishop, Christina A. Gold, Charles L. Harrington, Jerry P. Leamon, Angel R. Martinez, Debra J. Perry, Lori J. Robinson, and George T. Shaheen. In addition, during his term of service, former director Harry L. You was determined to be “independent” under the NYSE standards.

Independence Standards. 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:

Executive Sessions. The independent directors of the Board meet regularly in executive sessions outside the presence of management. Mr. George Shaheen,Ms. 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.

DIRECTOR INDEPENDENCE

BOARD LEADERSHIP STRUCTURE

The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and CEO in the manner it considers to be in the best interests of the Company and that the role of Chair and CEO 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 will continue to serve as Chair of the Board, subject to his 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 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 interests of the Company to combine the role of Chair and CEO.

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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.

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