UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

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Korn Ferry

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Table of Contents

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Dear FellowStockholders,

On behalf of the Board of Directors (the “Board”), senior management and more than 10,000 colleagues of Korn Ferry (the “Company”“Company,” “firm,” “we,” “its,” and “our”) Board of Directors, I am pleased, it is my pleasure to invite you to attend our 20202023 Annual Meeting of Stockholders on Wednesday, September 23, 202021, 2023, at 8:00 a.m. Pacific Time. In lightTime (the “Annual Meeting”).

The Board is proud of the coronavirus pandemic (“COVID-19”)results Korn Ferry continues to deliver on behalf of our stockholders. These accomplishments include:

These accomplishments were achieved against a challenging environment of economic slowdowns, recession fears, sharp inflation increases followed by global central bank tightening, and continued geopolitical tensions and conflict. While each year carries its own set of challenges, opportunities, and uncertainties, Korn Ferry has remained steadfast and resilient in progressing forward. We believe our firm and Board will continue to exhibit agile leadership—focusing on strategic priorities to best position Korn Ferry for the annual meetingfuture, creating lasting impact for our clients, achieving strong financial results for our stockholders, and contributing to the betterment of our communities and colleagues.

We want to thank you for your support and investment in our firm. We encourage you to attend the Annual Meeting. Our Annual Meeting will be conducted online this year through a live audiocast, which is often referred to as a “virtual meeting” of stockholders. Our digital format allowsis meant to allow stockholders to participate safely, conveniently, and effectively ateffectively. We intend to hold our virtual meeting in a time of increasing limitations on public gatheringsmanner that affords stockholders the same general rights and travel.

As we issue this 2020 Proxy Statement, our world has and continuesopportunities to change rapidly, driven in large measure by COVID-19 and its economic, social, and personal impacts. Our thoughts and hearts are with everyone affected.

In additionparticipate, to protecting our employees, clients, and others with whom we interact, we have challenged ourselves to remain leaders during this time. As a global enterprise, we have been agile in responding to local conditions, emphasized our adaptability across the Company, and pushed ourselves to keep moving forward. We have enacted detailed business continuity plans that allow us to continue to serve our clients while protecting the well-being of our people.

Korn Ferry colleagues have demonstrated time and again the resiliency of the firm’s cultureextent possible, as they workwould have at an in-person meeting. Whether or not you plan to maintain minimal operational disruption or reduction of service levels. Through this challenging time, they have powered numerous client conversations with guidance about navigating the impacts of COVID-19, including sharing insights about how some of our clients are approaching the pathattend, we encourage you to recovery through their organizations, people, and leadership.

Alongside COVID-19, we have raised our voice on diversity, equity, and inclusion — both within Korn Ferry and in the services provided to our clients. Amid the long-overdue calls for racial equality, we quickly mobilized our expertise and offerings to answer the call not just for our clients, but also to reflect and improve ourselves.

While so much has happened in calendar year 2020, this Proxy Statement provides a moment to reflect on accomplishments throughout the fiscal year, such as in November 2019 when Korn Ferry acquired three companies in the leadership development area: Miller Heiman Group, AchieveForum, and Strategy Execution. This combination brought to us a world-class portfolio of learning, development, and performance improvement offerings that bolstered our firm’s substantial leadership development capabilities.

We believe that our long-term strategy is sound, and that our focus on clients, performance, knowledge, and operating discipline will best position us to navigate the future, just as it has throughout our firm’s history. The speed of change in global markets, and demand for coherent institutional responses will accelerate as we move forward. With this, we will continue to find better ways to do our work, to develop new capabilities, and to create strategies for success in these transformative times as we build an even stronger and more innovative company that delivers value to its employees, clients, stockholders, and communities.

I also want to take a moment to acknowledge Len Lauer, a member of our Board who passed in April 2020. The Company has lost a gifted and experienced advisor as Len continually sought to deepen his contribution to Korn Ferry’s strategic plans and execution. In turn, we also want to thank George Shaheen for rejoining the Board after Len’s passing, following many years of outstanding service to Korn Ferry.

I am honored to serve as Chair of this great company and to work alongside such an engaged, inclusive, and collaborative Board, dedicated management team, and outstanding workforce.

On behalf of our Board and all of our Korn Ferry colleagues, thank you for being a Korn Ferry stockholder and for your continued support of Korn Ferry.vote promptly.

Sincerely,

Christina A. Gold,

Jerry P. Leamon,

Chair of the Board

August 12, 202010, 2023

Korn Ferry

1900 Avenue of the Stars, Suite 2600
1500
Los Angeles, CA 90067

(310) 552-1834

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 | 2023 Proxy Statement

Notice of

2020 Annual MeetingThis page intentionally left blank

Notice of 2023 Annual Meeting

Meeting Agenda

To the Stockholders:

In light of the public health and travel safety concerns relating to the coronavirus pandemic (“COVID-19”), on September 23, 2020, Korn Ferry (the “Company,” “we,” “its” and “our”) will hold its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) online this year at www.virtualshareholdermeeting.com/KFY2020. The Annual Meeting will begin at 8:00 a.m. Pacific Time.

The purposes of the Annual Meeting are to:Information

	Time and Date 8:00 a.m. Pacific Time September 21, 2023			Location Live Audiocast at www.virtualshareholdermeeting.com/KFY2023			Record Date July 31, 2023

Meeting Agenda
1.	Elect the eightnine 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 20212024 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.
				FOR
3.	Vote on a non-binding advisory resolution on the frequency of future advisory votes to approve the Company’s executive compensation.
				FOR
4.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 20212024 fiscal year; andyear.
4.				FOR
5.	Transact any other business that may be properly presented at the Annual Meeting.

Only stockholdersVirtual Meeting: Korn Ferry (the “Company,” “we,” “its,” and “our”) will hold its 2023 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, 202031, 2023 (the “Record Date”) can vote online 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/KFY2020.KFY2023 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.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 23, 2020:21, 2023:

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

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Proxy Summary

 

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

 

Annual Meeting of Stockholders (page 61)

Date and Time: 79)September 23, 2020 at 8:00 a.m. Pacific Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/KFY2020

Admission: To participate in the Annual Meeting online, including to vote during the Annual Meeting, stockholders will need the 16-digit control number included on their proxy card or voting instruction form.

Eligibility to Vote: You can vote if you were a holder of Korn Ferry’s common stock at the close of business on July 29, 2020.

Voting Matters (page 61)

 

1Date and Time:	Election of Directors Reference (for more detail) page 8	Board Vote Recommendation FOR each Director NomineeSeptember 21, 2023 at 8:00 a.m. Pacific Time
Location:		www.virtualshareholdermeeting.com/KFY2023
2Admission:	Advisory ResolutionTo participate in the Annual Meeting online, including to Approve Executive Compensation Reference (for more detail) page 26	Board Vote Recommendation FORvote during the Annual Meeting, stockholders will need the 16-digit control number included on their proxy card, the Notice or voting instruction form, or, if they hold their shares in street name, contact their bank, broker, or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.
Who Can Vote and How:
3	RatificationOn or about August 10, 2023, we will mail the Notice to stockholders of Independent Registered Public Accounting Firm Reference (for more detail) page 54	Board Vote Recommendation FORour common stock as of the close of business on July 31, 2023, other than those stockholders who previously requested electronic or paper delivery of communications from us. Stockholders can vote by any of the following methods described on pages 79 – 81.

 

How to Cast Your Vote (pages 61 - 63)

Voting Roadmap (page 79)

 

On or about August 12, 2020, we will mail a Notice of Internet Availability of Proxy Materials to stockholders of our common stock as of July 29, 2020, other than those stockholders who previously requested electronic or paper delivery of communications from us. Stockholders can vote by any of the following methods:

	Via telephone by calling 1-800-690-6903;
	Via Internet: Before the Annual Meeting by visiting www.proxyvote.com; During the Annual Meeting by visiting www.virtualshareholdermeeting.com/KFY2020; or
	Via mail (if you received your proxy materials by mail) by signing, dating and mailing the enclosed proxy card.

If you vote via telephone, you must vote no later than 11:59 p.m. Eastern Time on September 22, 2020. If you return a proxy card by mail, it must be received before the polls close at the Annual Meeting.

Proposal		Board Recommendation	Page Reference
1	Election of Directors •  8 of 9 nominees (89%) are independent •  Diverse slate, including 56% of nominees and 2 committee chairs from underrepresented groups (by gender or race/ethnicity) •  Active Board refreshment, with four new directors in last five years and one new director nominated for election at the Annual Meeting •  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 •  Program continues to emphasize pay-for-performance via the Company’s standard mix of 60% performance-based awards and 40% time-based awards	FOR	33
3	Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation •  Annual say-on-pay vote provides stockholders timely and frequent input on executive compensation for Compensation and Personnel Committee’s consideration •  Company has held annual say-on-pay votes since 2011	ONE YEAR	34
4	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 regularly, with most recent lead audit partner rotated in June 2023	FOR	72

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Who We Are*

Highlights for Fiscal Year 2020

Korn Ferry is a leading global organizational consulting firm.

10.5K+ colleagues

100+ global offices

50+ countries

 

GovernanceWith our core and integrated solutions, data, intellectual property, and content enabled by our technological platforms, including artificial intelligence (“AI”), we believe we are an industry of one, uniquely positioned to be the Company (page 17)partner that helps people and organizations exceed their potential.

 

FIVE LINES OF BUSINESS
Responsive Governance PracticesI Executive Search	I Consulting	I Professional Search & Interim	I Recruitment Process Outsourcing	I Digital
•  Replaced Classified Board Structure with Annual Director Elections. •  Implemented Majority Voting in Uncontested Elections. $876M	$677M	•  Removed Supermajority Voting Standards. •  In Response to Stockholder Feedback, Adopted Stockholder Right (at 25% Threshold) to Call Special Stockholder Meetings (see page 23 for more information). $503M	$424M	$355M

								FIVE CORE CAPABILITIES
Board Structure		Committees, Attendance and		Stockholder Engagement
I Organization Strategy	I Assessment & Succession	I Talent Acquisition	I Leadership & Professional Development	I Total Rewards

OUR STRATEGIC PRIORITIES	1	Drive a One Korn Ferry Go-To-Market Strategy
	2	Create the Top-of-Mind Brand in Organizational Consulting
	3	Deliver Client Excellence and Innovation
	4	Advance Korn Ferry as a Premier Career Destination
	5	Pursue Transformational M&A Opportunities

PRESTIGIOUS AND LOYAL CLIENT BASE
96%	94%	91%	85%	85%	80%
S&P 100	Euronext 100	S&P Europe 350	FTSE 100	S&P 500	S&P Latin America 40

ALMOST 15K organizations served

NEARLY 80% engagements with clients for whom we had conducted engagements in past 3 fiscal years

*	Highlights presented are for fiscal year 2023, unless otherwise indicated. For the five lines of business, figures represent fee revenue for fiscal year 2023.

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RECENT BUSINESS AWARDS AND RECOGNITIONS
America’s #1 Best Executive Recruiting Firm IForbes Magazine	#1 Executive Search Firm in the Americas I Hunt Scanlon (3rd Year Running)		A Leader in Recruitment Process Outsourcing (RPO) I Everest Group (6th Year Running)	#1 Global RPO Provider I HRO Today

•One of America’s Best Management Consulting Firms I Forbes Magazine (2nd Year Running)	One of America’s Best Professional Recruiting Firms I Forbes Magazine (6th Year Running)	A 2023 Top Sales Training & Enablement Company I Training Industries

RECENT ESG AWARDS AND RECOGNITIONS
100 BEST COMPANIES FOR WORKING MOTHERS	BEST COMPANIES FOR DADS	TOP COMPANIES FOR EXECUTIVE WOMEN
BEST PLACES TO WORK FOR LGBTQ+ EQUALITY HUMAN RIGHTS CAMPAIGN	LEADERSHIP LEVEL CDP RATING (TOP LEVEL)	TOP ECOVADIS SUSTAINABILITY RATING (TOP 5%)
AMERICA’S CLIMATE LEADERS 2023 USA TODAY	PLATINUM MARCOM AWARDS 2021 ESG REPORT	PLATINUM HERMES CREATIVE AWARDS 2021 & 2022 ESG REPORTS

RECENT ESG ACCOMPLISHMENTS
PUBLISHED 2022 ESG Report 2022 SASB Report TCFD Report		$3M+ Donated Financially or Through In-Kind Services		ISO Certified Global Privacy & Security Programs

4  | 2023 Proxy Statement

Corporate Governance (page 22)

Strong Governance Practices

Annual Director Elections for All Directors.

Majority Voting in Uncontested Elections.

Committee Oversight of ESG Program.

No Supermajority Voting Standards.

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

Board Structure		Committees, Attendance, and Commitments		Stockholder Engagement
Independent Chair of the Board.Board Chair.   • 7 of the 8 Directors (88%) on the Board and 8 of the 9 Nominees (89%) are Independent.   • 100% Independent Committees. Independent Directors Meet in Regular Executive Sessions.   • Annual Board and Committee Self-Evaluations. 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 Four4 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. Regular Attendance at Industry Conferences. Quarterly Earnings Calls to Discuss Results and Investor Questions. Met with >70% of Top 25 Active (Non-Index) Stockholders in Fiscal 2023.

 

*	Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures. For a discussion of these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.

	I Independent Director Tenure* (in years)		I Board Diversity
	As of August 12, 2020		As of August 12, 2020
	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.

Governance Insights (pages 9, 28,13, 39, and 56)

74)

 

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 prioritiesdirector succession planning and perspectives on environmental, socialESG matters, annual cash incentive plan design, and governance matters,how the impact of COVID-19 on compensation, and actions andAudit Committee adapts to its evolving oversight with regard to COVID-19 risks.role.

35  | 20202023 Proxy Statement

Board Nominees (pages 12 - 16)

 

							Board Tenure* and Diversity I As of Filing
Doyle N. BENEBY		Gary D. BURNISON5 years and less: 43%		Christina A. GOLD6 to 10 years: 29%		Jerry P. LEAMON More than 10 years: 29%
including 1 Military Veteran*** DirectorI			Director and President/ CEO of Korn Ferry If All Nominees Are Elected		Director and Non-Executive Chair of the Board of Korn Ferry		Director
				5 years and less: 50% 6 to 10 years: 25% More than 10 years: 25%
including 1 Military Veteran***

Director Refreshment (Additions)
2023		Matthew J. Espe (Nominee)
2022		Charles L. Harrington
2021		Laura M. Bishop
2019		Lori J. Robinson Len J. Lauer

*	Tenure is provided for non-executive directors only. Figures may not total 100% due to rounding.
**	This graphic represents directors who are members of underrepresented groups (by gender or race/ethnicity).
***	Not included in percentages of directors from underrepresented groups.

Board Nominees (pages 17 – 21)

Doyle N. BENEBY	Independent Age: 6063 Director Since: 2015 Independent: Yes CommitteeCommittees Memberships: •  Compensation & Personnel Nominating and& Corporate Governance (Chair) •  Compensation and PersonnelExperience: Experience/Qualifications: •  President and CEO of Midland Cogeneration Venture. •  Former CEO of New Generation Power International. •  Former President and CEO, of CPS Energy.Midland Cogeneration Venture •  Brings extensive executive management experience in the energy industry.		Former CEO, New Generation Power International Age: 59 Director Since: 2007 Independent: No Committee Memberships: - Experience/Qualifications: •  Former President and CEO, of the Company.CPS Energy
•  Brings in-depth knowledge of the Company’s business, operations, employees and strategic opportunities. Laura M. BISHOP		Independent Age: 7261 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 2021 Committee Memberships: •  Audit Compensation & Personnel Experience: •  Former EVP and CFO, USAA •  Former SVP and CFO, Luby’s Inc. •  Former Senior Manager, Ernst & Young LLP •  Certified Public Accountant
Gary D. BURNISON	President/CEO of Korn Ferry Age: 62 Director Since: 2007 Committee Memberships: None Experience: •  20+ years of service with Korn Ferry •  Former Principal and CFO, Guidance Solutions
Matthew J. ESPE	Independent Age: 64 Director Nominee Experience: •  Operating Partner, Advent International •  21+ years of public and private company board experience
Charles L. HARRINGTON	Independent Age: 64 Director Since: 2022 Committee Memberships: Audit Compensation & Personnel Experience: •  Former Chairman, CEO and President, Parsons Corporation •  14+ years of public board experience

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Jerry P. LEAMON

Independent Age: 72 Director Since: 2012 Committees Memberships: Compensation & Personnel (Chair) •  AuditExperience: Experience/Qualifications: •  Former Global Managing Director, Deloitte •  Almost 40 years at Deloitte with responsibility for services to many of Deloitte.its largest clients •  Brings financial accounting expertise and extensive global professional services experience.  Certified Public Accountant

Angel R. MARTINEZ		Debra J. PERRY		Lori J. ROBINSON		George T. SHAHEEN
Director		Director		Director		Director
	Independent Age: 6568 Director Since: 2017 Independent: Yes Committee Memberships: •  Audit Experience: Experience/Qualifications: •  Former Chairman of the Board of Directors and Former President and CEO of Deckers Brands (formerly known as Deckers Outdoor Corporation). •  Brings executive management, product, and marketing experience.  24+ years of public board experience
Debra J. PERRY		Independent Age: 6972 Director Since: 2008 Independent: Yes Committee Memberships: •  Audit (Chair) •  Nominating and& Corporate Governance Experience: Experience/Qualifications: •  Former senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. •  Brings executive management, corporate governance, finance  40+ years of experience in financial services and analytical expertiseserving on financial institution boards and board and committee experience.audit committees
Lori J. ROBINSON		Independent Age: 6164 Director Since: 2019 Independent: Yes Committee Memberships: •  Compensation and& Personnel •  Nominating and& Corporate Governance Experience: Experience/Qualifications: •  Former Commander, U.S. Northern Command and NORAD (NorthNorth American Aerospace Defense Command),Command, Department of the Air Force (Ret.). •  Brings significant leadership, strategy oversight  3+ decades of U.S. Air Force experience •  Four Star General and executionfirst female U.S. Combatant Commander

Board Skills & Competencies
	Extensive Senior Leadership/Executive Officer Experience (including as a public company Chief Executive Officer)
	Risk Management/Oversight Experience
	Broad International Experience
	Accounting Expertise (including two Certified Public Accountants)
	Significant Strategic Oversight and international experienceExecution Experience
	Broad Product and expertise. Marketing Experience
	Climate and Energy Experience
	Age: 76 Director Since: 2020 (previously a Director from 2009-2019) Independent: Yes Significant Public Company Board, Committee, Memberships: - •  Compensation and Personnel •  Nominating and Corporate Governance Experience/Qualification: •  Former Non-Executive Chair Experience
	Innovative Thinking
	High Ethical Standards
	Appreciation of the Board of Korn FerryDiverse Cultures and former Chief Executive Officer of Siebel Systems, Inc. •  Brings executive management, consulting, boardBackgrounds
	Experience Overseeing Large and advisory experience. Diverse Workforces
	Information Security Expertise

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2020

2023 Executive Compensation Summary (pages 38 - 39)

(page 53)

 

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

	Gary D. Burnison(1)		Robert P. Rozek(2)		Byrne Mulrooney(3)		Mark Arian(4)		Michael Distefano(5)
Base Salary	$1,000,000		$625,000		$550,000		$550,000		$550,000
Stock Awards	$9,335,918		$3,295,355		$2,526,648		$2,526,648		$649,619
Non-Equity Incentive Plan Compensation	$1,087,478		$543,739		$275,856		$385,000		$332,292
Change in Pension Value and Nonqualified Deferred Compensation Earnings	–		–		–		–		–
All Other Compensation	$94,049		$71,434		$93,063		$92,187		$66,568
Total	$11,517,445		$4,535,528		$3,445,567		$3,553,835		$1,598,479

 

(1)	President and Chief Executive Officer
(2)	Executive Vice President, Chief Financial Officer and Chief Corporate Officer
(3)	Former Chief Executive Officer, RPO and Digital
(4)	Chief Executive Officer, Consulting
(5)	Chief Executive Officer, Professional Search and Interim

2020

2023 Executive Total Compensation Mix (page 29)

41)

 

 

*	Equity awards based upon grant date value. In light of the impact of COVID-19, the Compensation and Personnel Committee decided to eliminate the annual cash incentive payouts for fiscal year 2020.

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Compensation Process Highlights (pages 2127 and 28 - 31)

40 – 43)

 

•	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.
•	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.

 

Elements of Compensation (pages 31 - 35)

44 – 50)

 

Element		Purpose		Determination
Base Salary		Compensate for services rendered during the fiscal year and provide sufficient fixed cash income for retention and recruiting purposes.		Reviewed on an annual basis by the Compensation and Personnel Committee taking into account competitive data from our peer group, input from our compensation consultant, and the executive’s individual performance. 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 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. Negative discretion exercised resulting in no bonus for fiscal year 2020 in response to the financial impact of COVID-19.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.

 

Compensation Practices (page 28)

49)

 

	Our Board has adopted a clawbackClawback policy applicable to all cash incentive payments and performance-based equity awards granted to executive officers.
	Our named executive officers are not entitled to anyNo “single trigger” equity acceleration for named executive officers in connection with a change in control.
	We have adopted policiesPolicies prohibiting hedging, speculative trading, or pledging of Company stock.
	AllStock ownership requirements for named executive officers are subject to stock ownership requirements.and directors.
	We do not provideNo 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.

 

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. Suchintentions, including regarding the Company’s goals or expectations with respect to future financial results, corporate responsibility, including the Company’s ESG Program, sustainability, employees, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities, as well as statements from third parties about our ESG performance and risk profile. These statements are based on current expectations and are subject to numerous risks and uncertainties, many of which are outside of the control of Korn Ferry. Forward-looking statements are not guarantees or promises that goals or targets will be met. The Company undertakes no 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 current or historical goals, targets, aspirations, commitments, or estimates; standards for measuring progress that are still developing; diligence, internal controls, and processes that continue to evolve; data, certifications, or representations provided or reviewed by third parties, including information from acquired entities that is incomplete or subject to ongoing review or has not yet been integrated into the Company’s reporting processes; and assumptions that are subject to change in the future. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including legislative and regulatory developments, technological innovations and advances, and those factors discussed or referenced in our most recent annual report on Form 10-K filed with the SEC for the fiscal year ended April 30, 2023 (the “Form 10-K”), 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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711  | 20202023 Proxy Statement

Proposal No. 1

Election of Directors

Our stockholders will be asked to consider eightthe following nine nominees for election to our Board of Directors to serve for a one-year term until the 20212024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal. removal:

Each of the nominees was previously elected by stockholders at the 20192022 Annual Meeting of Stockholders, with the exceptionexcept for Matthew J. Espe. Mr. Espe was identified as part 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 positions with the Company are set forth in the table to the right.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.”

Our Nominating and Corporate Governance Committee (the “Nominating Committee”) has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the Annual Meeting.

All 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.

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 — directors are elected by a plurality of the votes cast.

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The Board of Directors

The Company’s Restated Certificate of Incorporation provides that the number of directors shall not be fewer than eight nor more than fifteen, with the exact number of directors within such limits to be determined by the Board. Currently, the Board is comprised of eight directors; effective immediately upon the election of directors at the Annual Meeting, the size of the Board will be increased to nine directors. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors until the 20212024 Annual Meeting of Stockholders or their earlier death, resignation, or removal:

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

The Board held sevenfour meetings during fiscal year 2020.2023. Each of the incumbent directors attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal year 2020.2023. Directors are expected to attend each annual meeting of stockholders. Seven of theThe nine directors then-serving attended the 20192022 Annual Meeting of Stockholders in person. William Floyd, who was not standing for re-election, did not attend.online.

•	Appointment of a Chief Diversity Officer, Mike Hyter. Mr. Hyter has played an instrumental role 13  | 2023 Proxy Statement

914  | 20202023 Proxy Statement

Director Qualifications

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

Our Approach		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 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.
MinimumCriteria		The Nominating and Corporate Governance Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Guidelines, include:   • a reputation for integrity, • honesty and adherence to high ethical standards, • strong management experience, • current knowledge of and contacts in the Company’s industry or other industries relevant to the Company’s business, • the ability and willingness to commit adequate time and attention to Board and Committee activities, and • the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial, diverse, and responsive to the needs of the Company. DiverseExperience andBackgrounds The Nominating 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 Committee does not have a formal policy with respect to diversity, the Nominating Committee believes it is essential that Board members represent diverse viewpoints and backgrounds. EvaluatingBoard Composition The Nominating 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 Candidates In identifying director candidates from time to time, the Nominating 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 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 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 Commitments The Nominating Committee also considers each nominee’s or incumbent director’s ability and willingness to commit adequate time to Board and committee matters.   The Nominating Annual Board and Corporate Governance Committee seeks a variety of occupational, educational, and personal backgrounds onEvaluations Each year, the Board in orderand its committees conduct a self-evaluation to obtain a range of viewpointsdetermine that they are functioning effectively and perspectivesconsistently with their purpose and to enhance the diversity of theresponsibilities. Topics addressed through these processes have included Board in such areas as professional experience, geography, race, gender,structure, director nominations and ethnicity. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee believes it is essential that Board members represent diverse viewpoints and backgrounds. The Nominating and Corporate Governance Committee periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, given the Company’s current business and strategic plans. This periodic assessment enables the Board to update the skills and experience it seeks in the Board as a whole and in individual directors as the Company’s needs evolve and change over time, and to assess the effectiveness of efforts to pursue diversity. In identifying director candidates from time to time, the Nominating and Corporate Governance Committee considers recommendations from Board members, management, and stockholders, and may from time to time engage a third-party search firm or 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 torecruitment, Board and committee matters,meetings and information, Board responsibilities, including for 2020, Ms. Perry’s additional responsibilities as a board chairmanagement succession planning, and member of three other public company or mutual fund complex boards,Board and in the case of Mr. Shaheen, his service on three other public company board of directors. management relations.   Solicit Feedback Review By Outside Counsel Internal Review Discussion & Updates Directors receive via a secure website a detailed questionnaire designed to elicit feedback regarding the functioning and leadership of the Board and each of the committees as a whole. Outside counsel reviews the responses to the questionnaire and consolidates the feedback into a summary presentation. A summary of results are provided by outside counsel, with the anonymized responses, to the Chair of the Board and the Chair of the Nominating Committee for review. The results are discussed at both the Board and Nominating Committee levels, along with a determination of what, if any, changes should be made in light of the responses. 1015  | 20202023 Proxy Statement Back to Contents Snapshot of Director Nominees   All director nominees possess: • Relevant Senior Leadership / CEO Experience • Innovative Thinking • High Ethical Standards • Appreciation of Diverse Cultures and Backgrounds Board Composition: Skills, Tenure,* and Diversity   The Board and Company are focused on creating a Board that reflects a wide range of backgrounds, experiences, and cultures. 62.5%The following skills are possessed by one or more of our current Board members and director nominees are women or ethnically diverse individuals.nominees: Independent 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: * This graphic includes Mr. Shaheen’s cumulative service with the Board of Directors from 2009 to 2019, and from April 2020 to present.     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 Certified Public 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 Expertise Information Security Expertise Beneby Bishop Burnison Espe Harrington Leamon Martinez Perry Robinson Gender M F M M M M M F F Racially/Ethnically Diverse ● ● * Tenure is provided for non-executive directors only. Figures may not total 100% due to rounding. ** These graphics represent directors who are members of underrepresented groups (by gender or race/ethnicity). *** Not included in percentages of directors from underrepresented groups. 1116  | 20202023 Proxy Statement Back to Contents Background Information Regardingand Qualifications of Director Nominees   The biographies below set forth information about each of the director nominees, including each such person’s specific experience, qualifications, attributes, and skills that led our Board to conclude that such director nominee should serve on our Board in light of the Company’s current business, structure, and strategic plans. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described above under “Director Qualifications” and below under “Corporate Governance—Board Committees—Nominating and Corporate Governance Committee.”     Doyle N. BENEBY   Director Since: 2015   Former President and Chief Executive Officer, Midland Cogeneration Venture   Age: 6063   Other Directorships: Public Companies: •   Quanta Services •   Capital Power Corporation •   West Fraser Timber Co. Ltd. Other Companies: •   N/A   Professional Experience: President and Chief Executive Officer (Nov. 2018 – Sept. 2022) Midland Cogeneration Venture, a natural gas fired combined electrical energy and steam energy generating plant Chief Executive Officer (Nov. 2015 – May 2016) New Generation Power International, a start-up international renewable energy company President and Chief Executive Officer (July 2010 – Nov. 2015) CPS Energy, the largest public power, natural gas, and electric company in the nation President, Exelon Power, and Senior Vice President, Exelon Generation (2009 – 2010) Vice President, Generation Operations, Exelon Power (2008 – 2009) Vice President, Electric Operations, PECO Energy (2005 – 2008) Exelon Corporation, a nuclear electric power generation company Board Qualifications and Skills:   Extensive Senior Leadership/Executive Officer Experience: Currently servesIn addition to his experience as President and Chief Executive Officer of Midland Cogeneration Venture, anda professional director, Mr. Beneby previously served in a multitude of senior leadership positions, including as former President and Chief Executive Officer of Midland Cogeneration Venture, as Chief Executive Officer of New Generation Power International, as President and Chief Executive Officer of CPS Energy, and various leadership roles at PECO Energy and Exelon Power, where he served as President.   Broad Energy Industry Experience: Over 3035 years of experience in the energy industry, with expertise in many facets of the electric &and gas utility industry.   Other Directorships: Public Companies: Quanta Services and Capital Power Corporation Other Companies: Midland Business Alliance   Mr. Beneby has been the President and Chief Executive Officer of Midland Cogeneration Venture, a natural gas fired combined electrical energy and steam energy generating plant, since November 2018, and is also currently an independent consultant and professional director. Mr. Beneby previously served as Chief Executive Officer of New Generation Power International, a start-up international renewable energy company, based in Chicago, Illinois, from November 2015 until May 2016. Prior to that, Mr. Beneby served as President and Chief Executive Officer of CPS Energy, the largest municipal electric and gas utility in the nation, from July 2010 to November 2015. Prior to joining CPS Energy, Mr. Beneby served at Exelon Corporation from 2003 to 2010 in various roles, most recently, as President of Exelon Power and Senior Vice President of Exelon Generation from 2009 to 2010. From 2008 to 2009, Mr. Beneby served as Vice President, Generation Operations for Exelon Power. From 2005 to 2008, Mr. Beneby served as Vice President, Electric Operations for PECO Energy, a subsidiary of Exelon Corporation. Mr. Beneby also serves on the boards of Capital Power Corporation and Quanta Services, in addition to being a member of the board of the Midland Business Alliance. 1217  | 20202023 Proxy Statement Back to Contents Laura M. BISHOP Director Since: 2021 Former Executive Vice President and Chief Financial Officer, USAA Age: 61 Other Directorships: Public Companies: •   N/A Other Companies: •   Pie Group Holdings, Inc. •   Fidelity Mutual Funds Professional Experience: Executive Vice President and Chief Financial Officer (June 2014 – Dec. 2020) Various Roles, including member of Executive Council (2001 – 2014) USAA, a Fortune 100 integrated financial services company that provides financial products and services for the military and their families Various Roles, including Senior Vice President and Chief Financial Officer (1992 – 2000) Luby’s Inc., a publicly traded restaurant company Various Roles, including Senior Manager (1983 – 1992) Ernst & Young LLP, a multinational professional services network Board Qualifications and Skills: Senior Leadership/Executive Officer Experience: Held senior leadership positions over a nearly 20-year career with USAA, including as Executive Vice President and Chief Financial Officer, and in her near decade of work with Luby’s Inc., including as Senior Vice President and Chief Financial Officer. As a member of USAA’s Executive Council, Ms. Bishop was also responsible for developing and executing strategy while directing activities across enterprise-wide financial management and reporting, including treasury, capital management, controller, tax, planning and forecasting, and strategic cost management. She was also responsible for governance and oversight for investment strategy and management of all institutional and benefit plan portfolios, as well as all capital markets activities, including commercial paper and long-term debt programs, credit facilities, asset-backed securitizations, and reinsurance programs. Financial Experience and Investment Expertise: In September 2022, Ms. Bishop joined the Board of Trustees of the Fixed Income & Asset Allocation Funds of Fidelity Mutual Funds as an Advisory Trustee. At USAA, she served as the enterprise Chief Financial Officer for all of USAA’s operating companies spanning the Property and Casualty companies, USAA Federal Savings Bank, and USAA Life Insurance Company. As a Senior Manager at Ernst & Young LLP, she directed audits of publicly traded and privately held companies in a variety of industries. Ms. Bishop also holds a Bachelor of Business Administration in Accounting and is on the Audit Committee of private company Pie Group Holdings, Inc. Ms. Bishop is a certified public accountant.   Gary D. BURNISON   Director Since: 2007   President and Chief Executive Officer   Age: 5962   Other Directorships: Public Companies: •   N/A Other Companies: •   N/A   Professional Experience: President and Chief Executive Officer (July 2007 – Present) Executive Vice President and Chief Financial Officer (March 2002 – June 2007) Chief Operating Officer (Oct. 2003 – June 2007) Korn Ferry Principal and Chief Financial Officer (1999 – 2001) Guidance Solutions, a website development company Executive Officer and Director (1995 – 1999) Jefferies & Company, Inc., the principal operating subsidiary of Jefferies Group, Inc., a diversified financial services company Partner KPMG Peat Marwick, a multinational professional services network Board Qualifications and Skills:   High Level of Financial Experience: Substantial financial experience gained in roles as President, Chief Executive Officer, and as former Chief Financial Officer and Chief Operating Officer of the Company, as Chief Financial Officer of Guidance Solutions, as an executive officer of Jefferies & Company, Inc., and as a partner at KPMG Peat Marwick.   Senior Leadership/Executive Officer Experience: In addition to serving as the Company’s President and Chief Executive Officer, served as Chief Financial Officer of Guidance Solutions.   Extensive Knowledge of the Company’s Business and Industry: Over 1820 years of service with the Company, including as President and Chief Executive Officer of the Company since July 2007, Chief Financial Officer from March 2002 until June 2007, and Chief Operating Officer of the Company from October 2003 until June 2007.in increasingly senior roles.   Thought Leader: Author of sevennine leadership and career development books, and regular content focused on the intersection of strategy, talent, and leadership;leadership, as well as a frequent contributor to media outlets.   Other Directorships: Public Companies: N/A Other Companies: N/A   Mr. Burnison has served as President and Chief Executive Officer of the Company since July 2007. He was the Executive Vice President and Chief Financial Officer of the Company from March 2002 until June 30, 2007. He also served as Chief Operating Officer of the Company from October 2003 until June 30, 2007. From 1999 to 2001, Mr. Burnison was Principal and Chief Financial Officer of Guidance Solutions and from 1995 to 1999 he served as an executive officer and member of the board of directors of Jefferies & Company, Inc., the principal operating subsidiary of Jefferies Group, Inc. Prior to that, Mr. Burnison was a partner at KPMG Peat Marwick. 18   Christina A. GOLD Director Since: 2014   Chair of the Board   Age: 72 Board Qualifications and Skills: Extensive Senior Leadership/Executive Officer Experience: Served in numerous senior leadership positions, including as Chief Executive Officer and President of The Western Union Company, President of Western Union Financial Services, Vice Chairman and Chief Executive Officer of Excel Communications and President and CEO of Beaconsfield Group, Inc. Broad International Experience: Significant international experience from 28-year career at Avon Products, Inc., including as Senior Vice President & President of Avon North America. Significant Public Company Board Experience: Over 23 years of public company board experience, including as a director of International Flavors & Fragrances, Inc. since 2013, ITT Inc. (formerly ITT Corporation) from 1997 to 2020, Exelis Inc. from 2011 to 2013, and The Western Union Company from 2006 to 2010. Other Directorships: Public Companies: International Flavors & Fragrances, Inc. Other Companies: Safe Water Network From September 2006 until her retirement in September 2010, Ms. Gold was Chief Executive Officer, President and a director of The Western Union Company, a leading company in global money transfer. Ms. Gold was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company and provider of electronic commerce and payment solutions, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., a former telecommunications and e-commerce services provider, from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and Chief Executive Officer of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Prior to founding Beaconsfield Group, Ms. Gold spent 28 years (from 1970 to 1998) with Avon Products, Inc., in a variety of positions, including as Executive Vice President, Global Direct Selling Development, Senior Vice President and President of Avon North America, and Senior Vice President & Chief Executive Officer of Avon Canada. Ms. Gold is currently a director of International Flavors & Fragrances, Inc. She also sits on the board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water. From 1997 to 2020, Ms. Gold was a director of ITT Inc. (formerly ITT Corporation); from 2001 to 2020, she was a director of New York Life Insurance; and from October 2011 to May 2013, she was a director of Exelis, Inc. Ms. Gold is also on the Board of Governors of Carleton University in Ottawa Canada. 13  | 20202023 Proxy Statement Back to Contents Matthew J. ESPE Nominee Age: 64 Other Directorships: Public Companies: •   Anywhere Real Estate Inc. •   WESCO International, Inc. Other Companies: •   N/A Professional Experience: Operating Partner (November 2017 – Present) Advent International, a Boston-based private equity investment firm Chief Executive Officer (February 2017 – November 2017) Radial Inc., an ecommerce services business Operating Advisor (2016 – 2017) Berkshire Partners, LLC, a private equity firm President and Chief Executive Officer (2010 – March 2016) Armstrong World Industries, Inc., a global producer of flooring products and ceiling systems Chairman and Chief Executive Officer (2008 – 2010) Ricoh Americas Corporation, an information management and digital services company Chairman, President and Chief Executive Officer (2003 – 2008) President and Chief Executive Officer (2002 – 2003) IKON Office Solutions, Inc., a document management services company Various Roles, including President and Chief Executive Officer, GE Lighting (1980 - 2002) General Electric Company, a multinational conglomerate Board Qualifications and Skills: Senior Leadership/Executive Officer Experience: Over 22-year career at General Electric Company, held increasing roles of responsibility, followed by leadership positions as Chief Executive Officer of multiple private companies across industries. He has deep experience in strategy development and execution, operational management, business development, and technology development. Significant Business Transformation Experience: In his work for private equity firms, served as chairman for two privately held portfolio companies and led the transformation of Radial Inc. as Chief Executive Officer, resulting in the successful sale of the business. As Chief Executive Officer of IKON Office Solutions, transformed the company’s business model and increased shareholder value following its merger with Ricoh Japan. Extensive Advisory and Board Experience: More than 21 years of public and private company board experience, including as Chairman at Klöckner Pentaplast Europe GmbH & Co. (from 2018 to 2023) and as a director at Foundation Building Materials Inc. (from 2018 to 2021), Veritiv Corporation (from 2016 to 2017), Armstrong World Industries, Inc. (from 2010 to 2016), and KG Unisys Corporation (from 2004 to 2014). Charles L. HARRINGTON Director Since: 2022 Age: 64 Other Directorships: Public Companies: •   J.G. Boswell Company •   John Bean Technologies •   Constellation Energy Other Companies: •   Cal Poly Foundation •   Institute of Digital Engineering USA Professional Experience: Executive Chairman (2021 - 2022) President (2009 – 2021) Chairman and Chief Executive Officer (2008 – 2021) Executive Vice President, Chief Financial Officer, and Treasurer (2006 – 2008) Various Roles, including Group President, PARCOM, Biotechnology, Semiconductors and Telecommunications (1982 – 2006) Parsons Corporation, a technology-focused defense, intelligence, security, and infrastructure engineering firm Board Qualifications and Skills: Senior Leadership/Executive Officer Experience: Over his nearly 40-year career at Parsons Corporation, held increasing roles of responsibility, including 13 years as Chief Executive Officer, 12 years as President, and two years as Chief Financial Officer, Executive Vice President, and Treasurer. He has deep experience in strategy development and execution, business transformation, operational management, business development, and technology development. Significant Advisory and Board Experience: More than 15 years of public company board experience, including at Parsons Corporation (as Chairman from 2008 to 2021 and Executive Chairman from 2021 to 2022) and AES Corporation (from 2013 to 2020) where he chaired the Audit Committee. Serves as director of the Cal Poly Foundation since 2010 and as Vice Chair since 2019. Also serves as the director and chairman of the non-profit Institute for Digital Engineering USA, and as an advisor to Glasswing Ventures, and The Holdsworth Group, LLC. 19  | 2023 Proxy Statement Back to Contents   Jerry P. LEAMON   Director Since: 2012   Former Global Managing Director, Deloitte   Age: 6972   Other Directorships: Public Companies: •   N/A Other Companies: •   Credit Suisse USA, a subsidiary of Credit Suisse Group AG •   Geller & Company •   Jackson Hewitt Tax Services •   Business Advisory Council of the Carl H. Lindner School of Business   Professional Experience: Various Roles, including Global Managing Director and Partner (1972 – 2012) Deloitte, a multinational professional services company Board Qualifications and Skills:   High Level of Financial Experience: Substantial financial experience gained from an almost 40-year career with Deloitte, including as leader of the tax practice in the U.S. and globally, and as leader of the mergers and acquisition (“M&A”)&A practice for more than 10 years.   Accounting Expertise: In addition to an almost 40-year career with Deloitte, Mr. Leamon is a certified public accountant.   Broad International Experience: Served as leader of Deloitte’s tax practice, both in the U.S. and globally, and was Global Managing Director for all client programs.programs, including industry programs, marketing communication and business development.   Service Industry Experience: Deep understanding of operational and leadership responsibilities within the professional services industry, having held senior leadership positions at Deloitte while serving some of their largest clients.   Other Directorships: Public Companies: Significant Board Experience: Mr. Leamon serves on a number of boards and non-profit organizations, including Credit Suisse USA, a subsidiary of Credit Suisse Group AG Other Companies: where he chairs the Audit Committee, Geller & Company, Americares Foundation,and Jackson Hewitt Tax Services,Services. He served as chairman of Americares Foundation for seven years and a Board member for 17 years. He is also Trustee Emeritus of the University of Cincinnati Foundation and Board and serves as a member of the Business Advisory Council of the Carl H. Lindner School of Business. Mr. Leamon served as Global Managing Director for Deloitte until his retirement in 2012, having responsibility for all of Deloitte’s businesses at a global level. In a career of almost 40 years at Deloitte, 31 of which as a partner, he held numerous roles of increasing responsibility. Previously, Mr. Leamon served as the leader of the tax practice, both in the U.S. and globally, and had responsibility as Global Managing Director for all client programs including industry programs, marketing communication and business development. In addition, Mr. Leamon was leader of the M&A practice for more than 10 years. Throughout his career, Mr. Leamon served some of Deloitte’s largest clients. Mr. Leamon serves on a number of boards of public, privately held and non-profit organizations, including Credit Suisse USA, where he chairs the Audit Committee, Geller & Company, and Jackson Hewitt Tax Services, and he is Chairman of the Americares Foundation. Mr. Leamon is also a Limited Partner of Lead Edge Capital. He is also Trustee Emeritus of the University of Cincinnati Foundation and Board and serves as a member of the Business Advisory Council of the Carl H. Lindner School of Business. Mr. Leamon is a certified public accountant.     Angel R. MARTINEZ   Director Since: 2017   Former Chairman of the Board of Directors and former Chief Executive Officer and President, of Deckers Brands   Age: 6568   Other Directorships: Public Companies: •   Genesco Inc. Other Companies: •   N/A   Professional Experience: Chief Executive Officer and President (April 2005 – June 2016) Deckers Brands (formerly known as Deckers Outdoor Corporation), a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high performance activities President, Chief Executive Officer and Vice Chairman (April 2003 – March 2005) Keen LLC, an outdoor footwear manufacturer Executive Vice President and Chief Marketing Officer (1999 – 2001) Chief Executive Officer and President, The Rockport Company (1995 – 1999) President, Fitness Division (1992 – 1995) Vice President, Global Business Development (1985 – 1992) Vice President, Marketing (1983 – 1985) Various Roles, including as a founding employee (1980 – 1983) Reebok International Ltd., an American fitness footwear and clothing manufacturer Board Qualifications and Skills:   Extensive Senior Leadership/Executive Officer Experience: Served in numerous senior leadership positions, including as Chief Executive Officer and President of Deckers Brands, Executive Vice President and Chief Marketing Officer of Reebok International Ltd., President of The Rockport Company, and President and Chief Executive Officer of Keen, LLC.   Broad Product and Marketing Experience: Almost 40 years of experience in management, product, and marketing from senior positions with, among other companies, Deckers Brands, Reebok International, and The Rockport Company.   Significant Public Company Board and Corporate Governance Experience: Over 2224 years of public company board service, including as a director of Tupperware Brands Corporation from 1998 to 2020, and Executive Chairman (2008 to 2016) and non-Executive Chairman (2016 to 2017) of the Board of Deckers Brands from 2008 to 2017. Other Directorships: Public Companies: N/A Other Companies: N/ABrands.     Mr. Martinez is the former President, Chief Executive Officer and Chairman of the Board of Directors of Deckers Brands (formerly known as Deckers Outdoor Corporation) (“Deckers”). Deckers is a global leader in designing, marketing and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high performance activities. He served as Chief Executive Officer and President of Deckers from April 2005 until his retirement in June 2016, as Executive Chairman of the Board from 2008 until June 2016, and as non-executive Chairman from June 2016 until September 2017. Prior to joining Deckers, he was President, Chief Executive Officer and Vice Chairman of Keen LLC, an outdoor footwear manufacturer, from April 2003 to March 2005. Prior thereto, he served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd. (Reebok) and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok. Mr. Martinez graduated from the University of California, Davis, in 1977. 1420  | 20202023 Proxy Statement Back to Contents   Debra J. PERRY   Director Since: 2008   Former senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc.   Age: 6972   Other Directorships: Public Companies: •   Assurant, Inc. Other Companies: •   The Bernstein Funds, Inc., a mutual fund complex   Professional Experience: Senior Managing Director, Global Ratings and Research Unit, Moody’s Investors Service, Inc. (2001 – 2004) Chief Administrative Officer and Interim Chief Credit Officer (1999 – 2001) Group Managing Director, Finance, Securities and Insurance Rating Groups (1996 – 1999) Various Roles (1992 – 1996) Moody’s Corporation, a business and financial services company Board Qualifications and Skills:   High Level of Financial Experience: Substantial financial experience gained from 23more than 40 years of professional experience in financial services and serving on financial institution boards and audit committees, including a 12-year career at Moody’s Corporation, where among other things, Ms. Perry oversaw the Americas Corporate Finance, Leverage Finance, and Public Finance and Financial Institutions departments.   Significant Audit Committee Experience: Over 1619 years of public company audit committee service, including as a memberChair of MBIA Inc.’s Audit Committee (2004 to 2008), PartnerRe’s Audit Committee (from June 2013 to March 2016, including as Chair of the Audit Committee from January 2015 to March 2016) and as a member of the audit committees of the BofA Funds Series Trust (from April 2011 to May 2016), Genworth Financial (from Dec. 2016 to May 2022), MBIA (from 2004 to 2008), CNO Financial Group, Inc. (from 2004 to 2011), Korn Ferry’s Audit CommitteeFerry (since 2008; appointed Chair of Audit Committee in 2010), and The Bernstein Funds, Inc. (since 2011).   Significant Public Company Board and Corporate Governance Experience: Currently serves as a director of Assurant, Inc. (since August 2017), including as Finance & Risk Committee Chair and Nominating and Governance member, and as a director of The Bernstein Funds, Inc. (since July 2011), including as a member of the Audit Committee and Nominating Committee, and former Chair (from July 2018 to June 2023). Previously served as a director of Genworth Financial (Dec. 2016 to May 2022), as a director of PartnerRe (June 2013 to March 2016) and Chair of the Audit Committee (January 2015 to March 2016) of PartnerRe, and as a director of BofA Funds Series Trust (June 2011 to April 2016), MBIA Inc. (2004 to 2008), and CNO Financial Group, Inc. (2004 to 2011), and as a trustee of BofA Funds Series Trust (April 2011 to May 2016). Actively involvedNamed in corporate governance organizations, including2014 to the National Association of Corporate Directors (“NACD”). Named in 2014 to NACD’sDirectors’ Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community. Other Directorships: Public Companies: Assurant and Genworth Financial Inc. Other Companies: The Bernstein Funds, Inc., Serves as a mutual fund complextrustee of the Committee for Economic Development of the Conference Board, a non-partisan, business-led public policy organization.     Ms. Perry currently serves on the boards of directors of Assurant (as well as its Finance & Risk Committee, which she chairs, and its Nominating and Governance Committee) (elected August 2017), Genworth Financial Inc. (as well as its Audit Committee and Risk Committee) (elected December 2016), and The Bernstein Funds, Inc. (a mutual fund complex that includes the Sanford C. Bernstein Fund, Inc., Bernstein Fund and A/B Multi-Manager Alternative Fund) (elected July 2011 and Chair since July 2018). She was a member of the Board (from June 2013) and Chair of the Audit Committee (from January 2015) of PartnerRe, a Bermuda-based reinsurance company, until the sale of the company to a European investment holding company in March 2016. She was also a trustee of the Bank of America Funds from June 2011 until April 2016, where she served as Chair of the Board’s Governance Committee. Ms. Perry served on the Board of Directors and Chair of the Human Resources and Compensation Committee of CNO Financial Group, Inc., from 2004 to 2011. In 2014, Ms. Perry was named to NACD’s Directorship 100, which recognizes the most influential people in the boardroom and corporate governance community. From September 2012 to December 2014, Ms. Perry served as a trustee of the Executive Committee of the Committee for Economic Development (“CED”) in Washington, D.C., a non-partisan, business-led public policy organization, until its merger with the Conference Board, and she continues as a trustee of CED. She worked at Moody’s Corporation from 1992 to 2004, when she retired. From 2001 to 2004, Ms. Perry was a senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. where she oversaw the Americas Corporate Finance, Leverage Finance, Public Finance and Financial Institutions departments. From 1999 to 2001, Ms. Perry served as Chief Administrative Officer and Chief Credit Officer, and from 1996 to 1999, she was a group managing director for the Finance, Securities and Insurance Rating Groups of Moody’s Corporation. 15  | 2020 Proxy Statement Back to Contents   Lori J. ROBINSON General (ret.)   Director Since: 2019   Commander, U.S. Northern Command and North American Aerospace Defense Command, Department of the Air Force (Ret.)   Age: 6164   Other Directorships: Public Companies: •   Nacco Industries •   Centene Corp. Other Companies: •   The Robinson Group, LLC   Professional Experience: Non-Resident Senior Fellow (2018 – Present) Harvard Kennedy School, Belfer Center for Science and International Affairs Founder, Director (2018 – Present) The Robinson Group, LLC Commander (2016 – 2018) U.S. Northern Command and North American Aerospace Defense Command, Department of Defense Commander (2014 – 2016) Pacific Air Forces, U.S. Air Force Vice Commander (2013 – 2014) Air Combat Command, U.S. Air Force Board Qualifications and Skills:   High Level of Leadership Experience: Four Star General and first female U.S. Combatant Commander, withholding numerous government leadership roles with the U.S. Department of Defense, including serving as Commander of the U.S. Northern Command and North American Aerospace Defense Command, and Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific Command, leading more than 45,000 Airmen. Named by Time Magazine as one of the “Women Who Are Changing The World” in 2017, in recognition of her service as the first woman to lead a top-tier U.S. Combat Command, and as one of “Time’s Most Influential People in 2016.”   Significant Strategic Oversight and Execution Experience: Over three decades of experience with the U.S. Air Force overseeing, among other things, homeland defense, civil support, and security cooperation.   Extensive International Experience: Interacted with counterparts in the Indo-Pacific (including China) and the Middle East, reported directly to the U.S. Secretary of Defense and Chief of the Canadian Defence Staff, served four combat tours, and oversaw U.S. Air Force operations in the Middle East.   Other Directorships: Public Companies: Nacco Industries and Centene Corp. Other Companies: The Robinson Group, LLC   Gen. (ret.) Robinson brings to the Board over three decades of experience with the U.S. Air Force, having most recently served as the Commander of the U.S. Northern Command (“USNORTHCOM”) and North American Aerospace Defense Command (“NORAD”) of the Department of Defense from 2016 to 2018, when she retired. USNORTHCOM partners to connect homeland defense, civil support and security cooperation to defend and secure the United States and its interests, while NORAD conducts aerospace warning, aerospace control and maritime warning in the defense of North America. Gen. (ret.) Robinson previously served as Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific Command, from 2014 to 2016, and as Vice Commander, Air Combat Command, from 2013 to 2014. The Pacific Air Forces delivers space, air and cyberspace capabilities to support the U.S. Indo-Pacific Command’s objectives, and the U.S. Pacific Command is responsible for defending and promoting U.S. interests in the Pacific and Asia. Gen. (ret.) Robinson has also commanded an air control wing, an operations group, and a training wing; served as Director of the Secretary of the Air Force and Chief of Staff of the Air Force Executive Action Group at the Pentagon; and Director, Legislative Liaison, Office of the Secretary of the Air Force with the Pentagon, among a number of other leadership positions. Gen. (ret.) Robinson is a Four Star General and was the first female Combatant Commander for the United States. She was also an Air Force Fellow at The Brookings Institution in Washington, D.C. in 2002. Since retiring, Gen. (ret.) Robinson joined the Harvard Kennedy School, Belfer Center for Science and International Affairs in 2018, as a non-resident Senior Fellow where she shares her insights on leadership, public service, and international security issues with faculty, staff, and students. Gen. (ret.) Robinson is also an active speaker, which she pursues through The Robinson Group, LLC, an organization she founded for such purposes and of which she is also a director. Gen. (ret.) Robinson has been a member of the board of directors of Nacco Industries since September 2019, and of Centene Corp. since October 2019. 21   George T. SHAHEEN Director Since: 2020 (previously a director from 2009 to 2019) Former Chief Executive Officer of Siebel Systems, Inc. Age: 76 Board Qualifications and Skills: Extensive Senior Leadership/Executive Officer Experience: Previously served as Chief Executive Officer of Siebel Systems, Inc., Chief Executive Officer and Global Managing Partner of Andersen Consulting, and CEO of Webvan Group, Inc. Significant Public Company Board Experience: 16 years of public company board experience, including as a director of NetApp (since 2004), Marcus & Millichap (since 2013), and Green Dot Corporation (since 2013). Service Industry Experience: Former Chief Executive Officer of Andersen Consulting. Other Directorships: Public Companies: NetApp, Marcus & Millichap, and Green Dot Corporation Other Companies: [24]7.ai Customer Mr. Shaheen, who served as non-executive Chair of our Board from 2012 to 2019, was Chief Executive Officer of Siebel Systems, Inc., a CRM software company, which was purchased by Oracle in January 2006, from April 2005 to January 2006, when he retired. He was Chief Executive Officer and Global Managing Partner of Andersen Consulting, which later became Accenture, from 1989 to 1999. He then became Chief Executive Officer and Chairman of the Board of Webvan Group, Inc. from 1999 to 2001. Mr. Shaheen serves on the boards of NetApp, [24]7.ai 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 an MBA from Bradley University. 16  | 20202023 Proxy Statement Back to Contents Corporate Governance   The Board oversees the business and affairs of the Company and believes good corporate governance is a critical factor in our continued success and also aligns management and stockholder interests. Through our website, at www.kornferry.com, our stockholders have access to key governing documents such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of each committee of the Board, as well as information regarding our Corporate Responsibilityinternal ESG Program. The highlights of our corporate governance program are included below:                   Board Structure   Stockholder Rights   Other Highlights • •  87.5%88% 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- EvaluationsSelf-Evaluations • •  62.5% Diverse56% 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   • •Annual Election of All Directors • •Majority Voting for Directors in Uncontested Elections • •No Poison Pill in Effect • •Stockholder Communication Process for Communicating with the Board • •Regular Stockholder Engagement • •No Supermajority Voting Standards • •Ability of Stockholders to Call Special Stockholder Meetings   • •Clawback Policy • •Stock Ownership GuidelinesPolicy • •Pay-for-Performance Philosophy • •Policies Prohibiting Hedging, Pledging, and Short Sales • •No Excise Tax Gross-Ups • •Quarterly Education on Latest Corporate Governance Developments • Committee Oversight of ESG Program • Board Oversight of Political Contributions and Risk •  Commitment Annual Evaluation of Corporate Governance Guidelines and Committee Charters • Annual Board and Compensation Committee Review of Succession Planning • Board Access to Environmental, Social and Governance IssuesManagement   Board Leadership Structure Director IndependenceBoard 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, Mr. Leamon. 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 because 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. 22  | 2023 Proxy Statement Back to Contents Director Independence Board Determinations. The Board has determined that as of the date hereof, a majority88% of the Board is “independent” under the independence standards of The New York Stock Exchange (the “NYSE”). The Board has determined that the following directors and nominees are “independent” under the independence standards of the NYSE: Doyle N. Beneby, Christina A. Gold,Laura M. Bishop, Matthew J. Espe, Charles L. Harrington, Jerry P. Leamon, Angel R. Martinez, Debra J. Perry, and Lori J. RobinsonRobinson. The Board also determined that George Shaheen and George T. Shaheen. William R. Floyd and Len J. LauerChristina Gold qualified as independent during the period they servedtheir service on the Board.Board in fiscal 2022.   Independence Standards. For a director to be “independent,” the Board must affirmatively determine that such director does not have any material relationship with the Company. To assist the Board in its determination, the Board reviews director independence in light of the categorical standards set forth in the NYSE’s Listed Company Manual. Under these standards, a director cannot be deemed “independent” if, among other things:   • the director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company; • the director has received, or has an immediate family member who received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); • (1) the director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor, (2) the director is a current employee of such a firm, (3) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on the Company’s audit within that time; • the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serve or served on that company’s compensation committee; or • the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues.   17  | 2020 Proxy Statement Back to Contents the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues. Executive Sessions. The independent directors of the Board meet regularly in executive sessions outside the presence of management. Ms. Christina Gold,Mr. Leamon, as Chair of the Board, currently presides at all executive sessions of the independent directors. I Director Independence   23  | 2023 Proxy Statement Back to Contents Board Leadership Structure The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and Chief Executive Officer in the manner it considers to be in the best interests of the Company and that the role of Chair and Chief Executive Officer may be filled by a single individual or two different persons. This provides the Board with flexibility to decide what leadership structure is in the best interests of the Company at any point in time. Currently, the Board is led by an independent, non-executive Chair, Ms. Gold. Ms. Gold will continue to serve as Chair of the Board, subject to her reelection as a director at the Annual Meeting. The Board has determined that having an independent director serve as Chair of the Board is in the best interests of the Company at this time as it allows the Chair to focus on the effectiveness and independence of the Board while the Chief Executive Officer focuses on executing the Company’s strategy and managing the Company’s business. In the future, the Board may determine that it is in the best interests of the Company to combine the role of Chair and Chief Executive Officer. Board’s Oversight of Enterprise Risk and Risk Management   The Board plays an active role, both as a whole and also at the committee level, in overseeing the Company’s management of risks. Management is responsible for the Company’s day-to-day risk management activities. The Company has established an enterprise risk framework for identifying, aggregating and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor. The review of risk management is a dedicated periodic agenda item for the Audit Committee, and the Company’s other Board committees also consider and address risk during the course of their performance of their committee responsibilities, as summarized in the following graphic.   18  | 2020 Proxy Statement Back to Contents The Board • Oversees Company process for assessing and managing risk • Monitors risks through regular reports from each Committeecommittee chair and the General Counsel • Apprised of particular risk management matters in connection with its general oversight and approval of corporate matters, including, but not limited to, cybersecurity               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 Management •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,disaster recovery, data privacy, and cybersecurity The Company has established an enterprise risk assessment framework for identifying, aggregating, and evaluating risk across the enterprise. This framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor and the Company’s Enterprise Risk Council, composed of leaders of key functions. While the Board reviews risk management more broadly as a dedicated periodic agenda item, the review of the results of the enterprise risk assessment is a dedicated annual agenda item for the Audit Committee. The Company’s other Board committees also consider and address risk during the course of their performance of their committee responsibilities, as summarized in the above graphic.   We believe the division of risk management responsibilities described above provides an effectiveappropriate 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. To address emerging risks, the Company will from time to time form working groups to monitor or focus on such risks, such as the AI & Emerging Technology Working Group, whose responsibilities, membership, and goals have evolved over time.   Throughout the year, the Board receives regular training and updates on governance topics ranging from the increasing focus on ESG, diversity, and human capital matters by investors and regulators, legal developments related to corporate governing documents, and evolving SEC disclosure and stockholder proposal requirements, among others. 24  | 2023 Proxy Statement Back to Contents Cybersecurity and Data Privacy Risk Oversight Cybersecurity and data privacy are risk categories surveyed as part of the Company’s annual enterprise risk assessment. We also engage industry-leading third-party cybersecurity companies to conduct testing and assessments of our systems and processes and independently evaluate our policies and programs. This is complemented by a third-party risk management program designed to identify and mitigate third-party cyber risks. In addition, employees are required to complete annual training related to information security and privacy matters, augmented by dynamic training through an industry-leading security training platform that provides real-time feedback through tailored phishing simulations. Korn Ferry regularly evolves its information security and data privacy programs and practices to promote the compliant handling, security, and responsible use of the information and data entrusted to us. Board Oversight In connection with the Board’s risk management oversight responsibility, Board members receive a full cybersecurity and data privacy program briefing annually as well as periodic briefings based on specific requests or current events. Management’s Role Our Senior Vice President, Chief Information Officer oversees the Vice President of Security and the global security organization, which are responsible for managing and enforcing Korn Ferry’s information security policies and programs. Korn Ferry’s global Security team is responsible for managing Korn Ferry’s Information Security Management System, which includes policies like our Information Technology (“IT”) Security Policy (“IT Security Policy”). The IT Security Policy is designed and administered to follow the guidelines outlined in ISO standards 27001 and 27018. Our Senior Vice President, Chief Information Officer and Associate General Counsel (Privacy) are Co-Chief Privacy Officers. They lead our global Privacy team, which is responsible for overseeing the compliant processing of personal data. The global Privacy team is also charged with the maintenance and enhancement of the Company’s data privacy program. Korn Ferry’s privacy and security functions are governed by the Privacy Executive Committee/Security Executive Committee, which meets on a regular basis to discuss matters pertaining to data privacy and cybersecurity. The committee includes senior representatives from Korn Ferry’s IT, Security, Privacy, Legal, Finance, Digital, and Human Resources teams. Our executive management, Security, and Privacy teams are responsible for reviewing our security and privacy programs and policies. Korn Ferry’s Cloud Infrastructure Board sets governance guidelines for cloud infrastructure across the enterprise, including priorities for cloud security and operational excellence, targeted security and privacy training for developers, and direction of cloud investments, such as disaster recovery for digital applications. The Cloud Infrastructure Board meets regularly and includes representatives from Korn Ferry’s IT, Security, Privacy, Cloud Operations, and Digital teams. GovernanceHighlights Korn Ferry has been certified by the British Standards Institute (“BSI”) to ISO/IEC 27001 and ISO/IEC 27018 under certificate numbers IS 700177 and PII 707431, respectively, for our key technology platforms and processes across global operations.   Korn Ferry maintains a formal Security Incident Response Plan designed to enable incidents to be promptly discovered, contained, remediated, and escalated as needed to clients or other parties. Korn Ferry has maintained cyber insurance for more than a decade. Assessment of Risk Related to Compensation Programs   During fiscal year 2020,2023, the Company conducted its annual review of executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: balancing performance focus between near-term objectives and strategic initiatives; issuing annual equity awards that vest over multiyear time horizons (and, in the case of named executive officers, also subjecting a majority of their equity awards to the achievement of performance goals);horizons; and maintaining a stock ownership guidelinespolicy 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.   1925  | 20202023 Proxy Statement Back to Contents Board Committees   Although the full Board considers all major decisions, the Company’s Bylaws permit the Board to have the following standing committees to more fully address certain areas of importance: (1) an Audit Committee, (2) a Compensation and Personnel Committee, and (3) a Nominating and Corporate Governance Committee. The members of the standing committees as of the date hereof are set forth in the tables below.below and reflect fully independent committees led by well-qualified chairs. Following the Annual Meeting, the Board will review the Nominating and Corporate Governance Committee intends to evaluateCommittee’s recommendations, if any, regarding the composition of the standing committees and make recommendations to the Board regarding any appropriate changes to the Committees.committees.   Audit Committee Fiscal 2023 Meetings Held: 8         Debra J. PERRY   Jerry P. LEAMONLaura M. BISHOP   Angel R. MARTINEZ   Charles L. HARRINGTON   CHAIR       CHAIR               Fiscal 2020 Meetings Held: 7 Independence: All Audit Committee members are “independent directors” under the applicable listing standards of the NYSE and the applicable rules of the Securities and Exchange Commission (the “SEC”).SEC. Financial Literacy: The Board, in its business judgment, has determined that Ms.Mses. Bishop and Perry and Messrs. LeamonHarrington and Martinez are “financially literate” under the NYSE rules. Audit Committee Debra J. Perry and Jerry P. Leamon. Financial Experts: The Board determined that Ms. Perry qualifies as an “audit committee financial expert” from her many years of experience in the financial services industry and service on other public company Audit Committees.Committees, and that Ms. Bishop qualifies based on her years of service as a chief financial officer and certified public accountant with Ernst & Young LLP. Committee Report: The Audit Committee report may be found on page 75. Among other things, the Audit Committee: Key Responsibilities: • Is directly responsible for the appointment, compensation, retention, evaluation, and oversight of the independent registered public accounting firm, including annual assessments that consider, among other topics, the level of open and professional communication with the Audit Committee; • Reviews the independent registered public accounting firm’s qualifications and independence and has processes in place for the timely communication of corporate changes or other events that could impact the firm’s independence; • Reviews the plans and results of the audit engagement with the independent registered public accounting firm; • Oversees financial reporting principles and policies; • Considers the range of audit and non-audit fees; • Reviews the adequacy of the Company’s internal accounting controls, including through regular discussions at committee meetings; • Oversees the Company’s internal audit function, including annually reviewing and discussing the performance and effectiveness of the Internal Audit Department; • Oversees the Company’s Ethics and Compliance Program, including annually reviewing and discussing the implementation and effectiveness of the program; and • Works to ensureprovide for the integrity of financial information supplied to stockholders.   The Audit Committee also reviews new accounting standards applicable to the Company with the independent registered public accounting firm, Internal Audit Department, General Counsel, and the Chief Financial Officer, and is also available to receive reports, suggestions, questions, and recommendations from the Company’s independent registered public accounting firm, Internalthem. The Audit Department, the Chief Financial Officer, and the General Counsel. ItCommittee also confers with these parties in order to help assure the sufficiency and effectiveness of the programs being followed by corporate officers in the areas of compliance with legal and regulatory requirements, business conduct, and conflicts of interest.   2026  | 20202023 Proxy Statement Back to Contents Compensation and Personnel Committee Fiscal 2023 Meetings Held: 7           Jerry P. LEAMON   Doyle N. BENEBY   Lori J. ROBINSON   George T. SHAHEENCharles L. HARRINGTON Laura M. BISHOP   CHAIR           CHAIR                   Fiscal 2020 Meetings Held: 6 Independence: The Board has determined that all members of the Compensation and Personnel Committee are “independent directors” under the applicable listing standards of the NYSE. Committee Report: The Compensation and Personnel Committee report may be found on page 52. Among other things, the Compensation and Personnel Committee: Key Responsibilities: • Approves and oversees the Company’s compensation programs, including cash, deferred compensation, and equity-based incentive programs provided to members of the Company’s senior management group, including the Company’s Chief Executive Officer, Chief Financial Officer, and other named executive officers, as well as equity-based compensation and deferred compensation programs provided to any Company employee; • Reviews the compensation of directors for service on the Board and its committees; and • Approves or recommends to the Board, as required, specific compensation actions, including salary adjustments, annual cash incentives, stock optionequity award grants, and employment and severance arrangements for the Chief Executive Officer and other executive officers. The Compensation Committee also reviews and develops, in conjunction with the CEO, a CEO succession plan, both for use in an emergency situation and in the ordinary course of business, which the committee reports at least annually to the full Board. The Compensation Committee also oversees succession planning for positions held by senior management (other than the CEO) and reviews such plans at least annually with the Board, including recommendations and evaluations of potential successors to fulfill such positions.   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.   2127  | 20202023 Proxy Statement Back to Contents Nominating and Corporate Governance Committee Fiscal 2023 Meetings Held: 4   Doyle N. BENEBY Debra J. PERRY Lori J. ROBINSON     CHAIR                             Doyle N. BENEBY Debra J. PERRY Lori J. ROBINSON George T. SHAHEEN   CHAIR   Fiscal 2020 Meetings Held: 4 Independence: The Board has determined that all members of the Nominating and Corporate Governance Committee are “independent directors” under the applicable listing standards of the NYSE. Among other things, the Nominating and Corporate Governance Committee: Key Responsibilities: • Recommends criteria to the Board for the selection of nominees to the Board; • Evaluates all proposed nominees; • Prior to each annual meeting of stockholders, recommends to the Board a slate of nominees for election to the Board by the stockholders at the annual meeting; • Makes recommendations to the Board from time to time as to changes the Committee believes to be desirable to the size, structure, composition, and functioning of the Board or any committee thereof; • Oversees and monitors the Company’s ESG Program; and • Oversees risks associated with operations of the Board and its governance structure.   In evaluating nominations,potential nominees, the Nominating and Corporate Governance Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability and willingesswillingness to commit adequate time and attention to Board activities, and the absence of potential conflicts with the Company’s interests. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it also takes into account the diversity of the Board when considering director nominees. Stockholder Recommendations. Any stockholder recommendations for director are evaluated in the same manner as all other candidates considered by the Nominating and Corporate Governance Committee. Stockholders may recommend director nominees by mailing submissions to Korn Ferry, 1900 Avenue of the Stars, Suite 2600,1500, Los Angeles, California 90067, Attention: Corporate Secretary.   Board Education and Refreshment   The Board seeks to bring together a diverse mix of directors that the Board and senior management can leverage to make well considered strategic decisions in the best interests of the Company and its stockholders. To garnerIn support of this effort, management and the Board endeavor to provide directors with the information and updates needed to support their effective and active oversight of the Company. Onboarding. Management, working with the Board and the Nominating Committee, is responsible for providing an orientation process for new ideasdirectors, including background material on the Company, its business plan and perspectives,its risk profile, and to respondmeetings with senior management. Strategic Off-Site. The Board reviews the Company’s long-term strategic plan at least annually and monitors implementation of the strategic plan throughout the year. The Board also holds an annual off-site meeting that focuses on the Company’s strategy and the major areas of the Company’s business. Continuing Education. Under our policies, management is responsible for preparing additional educational sessions for directors on matters relevant to the ever-changing needs of our clientsCompany, its business plan, and other stakeholders, therisk profile. The Company also offers to reimburse directors for attending continuing board education programs. 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 awayhas also adopted or updated refreshment mechanisms 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 adoptbalance the desire for Board refreshment with the flexibility to prioritize a 10-termdirector’s contributions to the Board as the most important factor for determining continued service, limitand allow the Board to retain significantly contributing directors for additional time where warranted. Ten-Term Service Limit. To encourage Board refreshment.refreshment, new non-executive directors are not eligible to stand for re-election after serving as a director for ten full terms on the Board.   2228  | 20202023 Proxy Statement Back to Contents Retirement Age Policy. A director is generally not eligible to stand for election after his or her 74th birthday. The Corporate Governance Guidelines, however, reserve the Board’s right, after a formal review of a director’s contributions, to allow a director to stand for election for up to three additional terms of service after reaching his or her 74th birthday. Any such formal review will be conducted prior to nominating a director for any such additional term. The Board and the Nominating Committee believe that this policy appropriately enables the Board to retain the experienced insights of current directors while retaining a retirement age limit as a succession mechanism.   Responsive Governance PracticesI Director Refreshment (Additions)   In response to the views or input of the Company’s stockholders, and as a result of the Board’s ongoing review of its governance practices, the Company has made the following changes to its governance practices: 2023   2022   2021   2019   Matthew J. Espe     Charles L.  Harrington     Laura M. Bishop     Lori J. Robinson (Nominee)             Len J. Lauer**   * Adopted a Special Meeting Right In 2018, the Company put forth its own proposalTenure is provided for the adoption of a special stockholder meeting right under which stockholders owning 25% of outstanding shares of Company common stocknon-executive directors only. Figures may call a special meeting of stockholders. The proposal succeeded over a stockholder proposal seeking a 10% threshold, with stockholders supporting management’s proposal by approximately 98% votes cast for/against, and in 2019, a substantially similar stockholder proposal again did not receive a majority of stockholder support. Since the 2019 Annual Meeting of Stockholders, stockholders have not raised concerns regarding the existing special meeting right in their discussions with the Company, the Nominating and Corporate Governance Committee or the Board, and the Board believes the existing 25% threshold provides stockholders with an appropriate and meaningful special meeting right at this time. total 100% due to rounding. ** Removed Supermajority Voting Requirements The Company amended its Certificate of Incorporation to remove supermajority voting standards and replace them with majority voting standards after stockholders approved management’s proposal regarding these changes. Adopted Annual Director Elections Following stockholder approval of a stockholder proposal to declassify the Board, the Board and the Nominating and Corporate Governance Committee conducted a full review regarding declassification and moving to annual elections of directors. At the following annual meeting, the Company put forth its own proposal to declassify the Board and provide for annual elections of all directors. Today, all directors are elected annually. Mr. Lauer unexpectedly passed away in April 2020.   In addition to practices raised by stockholders, the Nominating and Corporate Governance Committee and the Board benchmarks its practices against its peers and other companies to review and consider “best practices” in corporate governance. The Nominating and Corporate Governance Committee and the Board value stockholder input and will continue to seek and consider their views in its assessment of governance practices for the benefit of the Company and its stockholders. 23  | 2020 Proxy Statement Back to Contents 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 qualityQuality and professional responsibility starts with them andour Korn Ferry colleagues, which the Board has emphasized that withemphasizes through 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. to: • maintain the confidentiality of all information entrusted to them (except when disclosure is authorized or legally mandated); • deal fairly with the Company’s clients, service providers, suppliers, competitors, and employees; • protect Company assets; and for those who have a role in the preparation and/or review of information included in the Company’s public filings, to report such information accurately and honestly. It also prohibits directors, employees, and officers from using or attempting to use their position at the Company to obtain an improper personal benefit. We intend to post on the Company’s website amendments or waivers, if any, to the Code of Business Conduct and Ethics, with respect to our officers and directors within four business days following the amendment or waiver.   29  | 2023 Proxy Statement Back to Contents Korn Ferry asks all directors, officers, and personnel,employees, no matter where they are in the world, to make a commitment to abide by the Code, and the Company’s values and ethical business conduct practices. Our ethical business conduct practices and oversight include the following:   • the Nominating and Corporate Governance Committee selects potential Board candidates who are committed to promoting the Company’s values, including a corporate culture of ethics and integrity; • the Audit Committee is responsible for overseeing the implementation and effectiveness of the Company’s Ethics and Compliance Program, including compliance with the Code;Code of Business Conduct and Ethics; • the Company has a General Counsel and Deputy Compliance Officer with a direct reporting channel to the Audit Committee; and • the Company conducts compliance-related internal audits, investigations, and monitoring.   CorporateCommitment to Good Governance GuidelinesPractices The Nominating Committee and the Board benchmark its practices against its peers and other companies to review and consider “best practices” in corporate governance. The Nominating Committee and the Board also value stockholder input. Over the past several years, the Board has implemented various governance changes as a result of the Board’s ongoing review of its governance practices, including in response to the views or input of the Company’s stockholders, such as: Adding oversight of the Company’s ESG Program to the responsibilities of the Nominating and Corporate Governance Committee Adopting a special stockholder meeting right for stockholders owning 25% of outstanding shares of Company stock Removing supermajority voting requirements and replacing them with majority voting standards Declassifying the Board and moving to annual director elections for all directors Engaging in outreach with investors related to executive compensation and ESG matters   The Board has also adopted Corporate Governance Guidelines, which among other things, impose limits onthings: • limits outside board service to one additional public company board for the Company’s Chief Executive Officer and three additional public company boards for other directors; • specifies director candidate criteria; • establishes the adoption of a stock ownership policy; • assigns the Board oversight of the Company’s political contributions, as well as related policies and procedures; • vests responsibility with the Board for annually reviewing and monitoring the implementation of the Company’s long-term strategic plan; and • requires non-management directors to meet periodically without management. In addition, 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 guidelinesCorporate Governance 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.   In August 2020, the Board, at the recommendation of the Nominating and Corporate Governance Committee, amended the Corporate Governance Guidelines 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. Retirement Age Policy. The retirement age policy now reserves the Board’s right, after a formal review of a director’s contributions, to allow such director to stand for election for up to two additional terms of service after reaching his or her 74th birthday. The formal review will be conducted prior to nominating a director for any such additional term. This is an increase from the one additional term of service under the prior guidelines. The Board and the Nominating and Corporate Governance Committee determined that this change appropriately balances the Board succession mechanism of a retirement age limit with the flexibility to prioritize a director’s contributions to the Board as the most important factor for determining continued service, and allows the Board to retain significantly contributing directors for additional time where warranted. In 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 amended Corporate Governance Guidelines to nominate Mr. Shaheen to a second additional term after his 74th birthday. 2430  | 20202023 Proxy Statement Back to Contents 02 Compensation   02 Compensation Proposal No. 2 Advisory Resolution to Approve Executive Compensation 2633 Recommendation of the Board 2633     Proposal No. 3 Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation 34 Recommendation of the Board 34 Compensation Discussion and Analysis 2735 Our Named Executive Summary: Focus on Pay-for-PerformanceOfficers 2735 Governance Insights: Compensation and Impact of COVID-19Annual Cash Incentive Plan Design 2839 Executive Compensation Philosophy and Oversight 2940 Our Process: From Strategy to Compensation-Related Metrics 3041 Elements of Compensation & Compensation Decisions and Actions 3144 Other Compensation Elements 3449 Other Policies 3650 Compensation and Personnel Committee Report on Executive Compensation 3752 Compensation Committee Interlocks and Insider Participation 3752     Compensation of Executive Officers and Directors 3853 Fiscal Year 2020, 2019,2023, 2022, and 20182021 Summary Compensation Table 3853 Fiscal Year 20202023 Grants of Plan-Based Awards 3954 Employment Agreements 4054 Fiscal Year 20202023 Outstanding Equity Awards at Fiscal Year-End 4156 Stock Vested in Fiscal Year 20202023 4257 Fiscal Year 20202023 Pension Benefits 4257 Fiscal Year 20202023 Nonqualified Deferred Compensation 4358 Potential Payments Upon Termination or Change of Control 4358 Pay Ratio Disclosure 4965 Pay Versus Performance 65 Fiscal Year 20202023 Compensation of Directors 5068 Equity Compensation Plan Information 5169   2531  | 20202023 Proxy Statement Back to Contents This page intentionally left blank Back to Contents Proposal No. 2 Advisory Resolution to Approve Executive Compensation   In accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and more specifically, Section 14A of the Exchange Act, which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking stockholders to vote on an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. Our executive compensation program is designed to support the Company’s long-term success. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation and Personnel Committee has structured our executive compensation program to achieve the following key objectives:   • provide compensation packages to our executives that are competitive with other major employment services firms, a broader group of human capital companies, and similarly-sized publicly traded companies; • closely tie individual annual cash incentive and equity-based awards 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;whole; and • align the interests of senior management with those of our stockholders through direct ownership of Company common stock and by providing a substantial portion of each named executive officer’s direct total compensation in the form of equity-based incentives.   We urge stockholders to read the “Compensation Discussion and Analysis” section below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative below which provide detailed information on the compensation of our named executive officers. The Compensation and Personnel Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” section are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to the Company’s success.   We are asking stockholders to approve the following advisory resolution at the 20202023 Annual Meeting of Stockholders: RESOLVED, that the stockholders of Korn Ferry (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative in the Proxy Statement for the Company’s 20202023 Annual Meeting of Stockholders.   This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation and Personnel Committee will carefully review and consider the voting results when evaluating our executive compensation program. Taking into account the advisory vote of stockholders regarding the frequency of future “say-on-pay” votes at our 2017 Annual Meeting of Stockholders, theThe Board’s current policy is to include an advisory resolution to approve the compensation of our named executive officers annually. Accordingly, unless the Board modifies its policy on the frequency of future “say-on-pay” votes, including after taking into account the outcome of the advisory vote of stockholders regarding the frequency of future “say-on-pay” votes pursuant to Proposal No. 3, the next advisory vote to approve our executive compensation will occur at the 20212024 Annual Meeting of Stockholders.   RECOMMENDATION OF THE BOARD   The Board unanimously recommends that you vote “FOR” the Company’s advisory resolution to approve executive compensation.   2633  | 20202023 Proxy Statement Back to Contents Proposal No. 3 Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote on whether future advisory votes to approve executive compensation of the nature reflected in Proposal No. 2 should occur every year, every two years or every three years. After careful consideration, the Board has determined that continuing to hold future advisory votes to approve executive compensation every year is the most appropriate policy for the Company at this time, and recommends that stockholders vote for future advisory votes to approve executive compensation to occur every year. An annual advisory vote to approve executive compensation allows our stockholders to provide us with their direct input on our compensation philosophy, policies, and practices as disclosed in the proxy statement every year and is most useful to the Board and the Compensation and Personnel Committee. Stockholders will be able to specify one of four choices for this proposal on the proxy card: three years, two years, one year or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. This advisory vote on the frequency of future advisory votes to approve executive compensation is non-binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes to approve executive compensation on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. The next advisory vote on the frequency of future advisory votes to approve our executive compensation will occur at the 2029 Annual Meeting of Stockholders. RECOMMENDATION OF THE BOARD The Board unanimously recommends that you vote “ONE YEAR” for the frequency of future advisory votes to approve executive compensation. 34  | 2023 Proxy Statement Back to Contents Compensation Discussion and Analysis   EXECUTIVE SUMMARY: FOCUS ON PAY-FOR-PERFORMANCE Our Named Executive Summary: Focus on Pay-for-PerformanceOfficers   This Compensation Discussion and Analysis (“CD&A”) section provides a detailed description of our compensation philosophy, practices, and the factors and process used in making compensation decisions with respect to our fiscal year 20202023 named executive officers (“NEOs”), namely::   Name Title Gary D. Burnison President and Chief Executive Officer Robert P. Rozek Executive Vice President, Chief Financial Officer and Chief Corporate Officer Byrne MulrooneyMulrooney* Former Chief Executive Officer, of RPO Professional Search and Digital Mark Arian Chief Executive Officer, of Consulting Selected Performance Highlights The Company had strong financial and operating performance during fiscal year 2020. Below are some performance highlights: Achieved Fee Revenue of $1.93 Billion, representing an all-time high Michael Distefano Generated $105 Million of net income attributable to Korn Ferry and 9.1% operating margin Maintained strong earnings and profitability with $301 Million of Adjusted EBITDA and a 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 by Forbes Magazine as America’s BestChief Executive Recruiting Firm in 2020 for the fourth consecutive year, and again named as a topOfficer, Professional Search Firmand Interim 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 Everest Group’s PEAK Matrix 2020 as a Leader in Recruitment Process Outsourcing for the third consecutive year, and as a Star Performer Recognized by Working Mother as one of the 2019 Best Companies Awarded the 2020 Silver Status Medal from EcoVadis for Corporate Social Responsibility practices for the second consecutive year The following chart graphically displays the Company’s Fee Revenue performance for three fiscal years: * Adjusted EBITDAMr. Mulrooney stepped down as Chief Executive Officer, RPO and Adjusted EBITDA margin are non-GAAP financial measures. For a discussion of these measuresDigital, effective July 19, 2023, and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.terminated employment effective August 1, 2023.   2735  | 20202023 Proxy Statement Back to Contents Highlights for Fiscal Year 2023 Against a tough macroeconomic and geopolitical environment, we delivered strong financial results and executed on our strategy. FINANCIAL HIGHLIGHTS I Fee Revenue I Operating Margin I Diluted Earnings Per Share I Net Income Attributable to Korn Ferry $2.835B 11.2% $3.95 $209.5M         I Adjusted EBITDA* I Adjusted EBITDA Margin* I Adjusted Diluted Earnings Per Share* I Returned to Shareholders $457.3M 16.1% $4.94 $127M * Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Diluted Earnings Per Share are non-GAAP financial measures. For a discussion of these measures and for their reconciliation to the most directly comparable GAAP measures, see Appendix A to this Proxy Statement. BALANCED APPROACH TO CAPITAL ALLOCATION $254.8M $61M $18.5M $93.9M $33M I Invested in Acquisitions I Invested in Capital Expenditures I Spent on Debt Service Costs I Repurchased Shares I Paid in Dividends ** Excludes Nielsen Holdings Plc due to its acquisition in October 2022. OTHER HIGHLIGHTS*** 20% SUCCESSFULLY ACQUIRED Dividend Increase (to $0.18 per Share) Two Interim Businesses (Infinity Consulting Solutions and Salo LLC) *** The dividend increase was announced in the first quarter of fiscal 2024. 36  | 2023 Proxy Statement Back to ContentsGovernance Insights RECENT BUSINESS AWARDS AND RECOGNITIONS America’s #1 Best Executive Recruiting Firm I Forbes Magazine #1 Executive Search Firm in the Americas I Hunt Scanlon (3rd Year Running) A Leader in Recruitment Process Outsourcing (RPO) I Everest Group (6th Year Running) #1 Global RPO Provider I HRO Today One of America’s Best Management Consulting Firms I Forbes Magazine (2nd Year Running) One of America’s Best Professional Recruiting Firms I Forbes Magazine (6th Year Running) A 2023 Top Sales Training & Enablement Company I Training Industries RECENT ESG AWARDS AND RECOGNITIONS 100 BEST COMPANIES FOR WORKING MOTHERS BEST COMPANIES FOR DADS TOP COMPANIES FOR EXECUTIVE WOMEN BEST PLACES TO WORK FOR LGBTQ+ EQUALITY HUMAN RIGHTS CAMPAIGN LEADERSHIP LEVEL CDP RATING (TOP LEVEL) TOP ECOVADIS SUSTAINABILITY RATING (TOP 5%) AMERICA’S CLIMATE LEADERS 2023 USA TODAY PLATINUM MARCOM AWARDS 2021 ESG REPORT PLATINUM HERMES CREATIVE AWARDS 2021 & 2022 ESG REPORTS     Compensation & Impact of COVID-19   RECENT ESG ACCOMPLISHMENTS PUBLISHED 2022 ESG Report 2022 SASB Report TCFD Report $3M+ Donated Financially or Through In-Kind Services ISO Certified Global Privacy & Security Programs 37  | 2023 Proxy Statement Back to Contents Q &Spotlight on CEO Pay Alignment Our compensation program is intended to focus on aligning executive pay with stockholder interests. A with Jerry Leamon, Chairkey element used to achieve this goal is providing annual incentive compensation opportunities that result in payouts based solely on the extent of theachievement of pre-established performance criteria. As described in more detail below, our Compensation and Personnel Committee Question: How did the Committee respond sets performance metrics (and associated targets) consisting of financial goals and strategic execution key performance indicators (“KPIs”), other than with respect to fiscal year 2021 due to the challenges posed by COVID-19?unprecedented impact and uncertainty imposed on the Company’s business due to the COVID-19 pandemic. Executives are not guaranteed payouts under the annual cash incentive plan and payouts from year to year will vary based on achievement of the applicable financial metrics and strategic execution KPIs.   The Committee decided to eliminate any payouts fromcharts below show Mr. Burnison’s annual cash incentive award compensation for fiscal years 2021, 2022, and 2023 and our corresponding achievement of the Company’s short-term incentive bonus plan for our named executive officers. Consistent with prior years, the Committee initially selected performance metrics grounded in the Company’s strategic plan and separated into two categories:applicable financial metrics and strategy execution Key Performance Indicators (“KPIs”). KPIs under the annual cash incentive plan for each year, as well as our overall Fee Revenue and Adjusted EBITDA in each year. The performance goals under the short-termannual incentive bonus plan were challengingrigorous and, as described in more detail on page 45, set at a levellevels that our Compensation and Personnel Committee deemed could be difficult to achieve as the world was higher thanemerging from the previous year’s performance goals. The Company’s achievementglobal pandemic at the beginning of such pre-established performance goals during fiscal year 2020 was strong through January 31, 2020,2023 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 recommendationfacing a number of the Chief Executive Officer, to reduce our named executive officers’ bonus payouts to $0macro uncertainties, including increasing talk of a potentially looming recession. Meeting threshold goals for fiscal year 2020. The Committee determined that this was the proper action to take given the impact of COVID-19 on the Company2023 would only result in the fourth quarterpayout of 50% of the target opportunity for each goal while performance below the threshold level would not result in any payout for the associated performance goal. In fiscal year 2020,2023, our overall achievement of the currentapplicable metrics and projected impactKPIs under the plan for our CEO was above threshold but below target, which resulted in a below target payout under the annual incentive plan for Mr. Burnison of COVID-19,72.5% of target. The Compensation and Personnel Committee will continue to set rigorous performance goals in the other cost reduction actions taken byfuture to incentivize superior performance year over year and align the Company in response to COVID-19. Based upon full yearCompany’s pay for performance the Company estimates thatwith its NEOs may have otherwise achieved approximately 1.07 times their target amounts. In addition, the Committee and the named executive officers agreed to a 50% reduction in each named executive officer’s base salary, effective May 1, 2020 through August 31, 2020. The Committee and the named executive officers subsequently agreed to extend the reduction through December 31, 2020.stockholders’ interests.   * 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. Stockholder Engagement and Consideration of Last Year’s Say on Pay Vote   Korn Ferry interacts with its stockholders to obtain stockholdertheir 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 ourcolleagues from Investor Relations. During these interactions, our stockholders have expressed many viewpoints on a variety of topics generally focused on financial performance. In fiscal 2023, these efforts included regular earnings calls, attendance at industry conferences, and several non-deal roadshows, through which we ultimately met with more than 70% of Korn Ferry’s top 25 active (non-index) stockholders. Our stockholders have expressedtraditionally voted favorably to support for the Company’s compensation philosophy in that they wantis designed to establish a strong alignment between performance and pay. At the 2021 Annual Meeting of Stockholders, however, as described in more detail in last year’s proxy statement, our stockholders expressed disapproval of our fiscal year 2021 NEO compensation program as a result of one-time modifications made to our traditional compensation program in response to the unprecedented uncertainty thrust upon the Company’s business as a result of the sudden outbreak of the global pandemic.   At the 2019beginning of fiscal year 2022, even before the negative say-on-pay vote at our 2021 Annual Meeting, of Stockholders, approximately 94%we had already returned to our traditional compensation program, including a return to our traditional 60-40 split between performance- and time-based long-term incentives and our traditional short-term annual cash incentive plan design, which we continued for fiscal year 2023. Through our stockholder outreach efforts following the 2021 Annual Meeting, our stockholders expressed overwhelming support for our return to the same pay for performance program that has received strong approval over the years, and for which stockholders confirmed their continued support during our outreach efforts. At the 2022 Annual Meeting, we were pleased that stockholders had the opportunity to express that approval with almost 98% of the votes cast were in favor of the advisory vote to approve executive compensation. In consideration of the stockholder vote at the 2019 Annual Meeting of Stockholders, as well as the Company’s performance, the Committee decidedAs a result, we determined that no changes were needed to maintain our executive compensation programs for fiscal year 2020.program. The Company values stockholders’ input and feedback and will continue to consider our stockholders’ inputit in all facets of our business, includingmaking executive compensation. Best Practice Highlightscompensation decisions.   Use of Independent Compensation Consultant. The Committee receives objective advice from its independent compensation consultant Modest Perquisites. NEOs receive only modest perquisites Clawback Policy. The Board has adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers No Single Trigger Equity Payments. The NEOs are not entitled to any “single trigger” equity acceleration in connection with a change in control Focus on Performance-Based Equity Awards. A majority of the annual equity awards granted to NEOs were subject to the achievement of rigorous performance goals Stock Ownership Guidelines. NEOs are required to hold three times their base salary in Company common stock Peer Group Analysis. The Company reviews total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of the compensation components for the NEOs relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global 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 NEOs are not entitled to any such gross-up 2838  | 20202023 Proxy Statement Back to Contents Governance Insights Annual Cash Incentive Plan Design Q&A with Jerry Leamon, Chair of the Compensation and Personnel Committee Question: How does the Committee traditionally set the performance goals under the annual cash incentive plan each year? As described in more detail below, the Company interacts with investors each year on a number of topics, including the financial metrics that investors view as most important. Using input from investors, the Company’s strategic plan, the Strategy Execution Framework, and the Company’s Annual Operating Plan (“AOP”) as a basis, the Committee selects and sets performance metrics and associated targets. Typically, the threshold levels of performance each fiscal year—the respective minimum levels of performance required for payout under the annual incentive plan with respect to each metric—are set at levels equal to or greater than the prior fiscal year’s actual results. For example, the Adjusted Fee Revenue threshold level as used in the annual incentive plan for our CEO and CFO and described in more detail beginning on page 45 below, was set $23 million higher in fiscal year 2023 compared to the fiscal year 2022 actual result. Meeting the threshold goal for fiscal year 2023 would only result in the payout of 50% of the target opportunity for such goal while performance below the threshold level would not result in any payout for the associated performance goal. The target level of performance required to earn a payout equal to 100% under the Adjusted Fee Revenue metric for our CEO and CFO was set $259 million higher in fiscal year 2023 compared to the fiscal year 2022 actual result (an increase of 9.9%). Question: Why did the Committee set some of the performance goals under the annual cash incentive plan for fiscal year 2023 below actual results for fiscal year 2022? The Committee set a number of goals below or equal to prior year actual results, including Adjusted EBITDA Margin goals, because the Company was projecting lower profitability in fiscal year 2023 compared to fiscal year 2022 as a result of the following: 1. Emerging from the pandemic recovery, the way the world conducted work changed in a dramatic and permanent nature. Out of necessity, most work was being conducted virtually. Leveraging this, the habits and desires of employees changed. People no longer wanted to be tethered to a single company for their career and they were seeking multiple experiences—giving rise to the gig economy. Looking to capitalize on this, the Company made a strategic decision to enter the Interim business, trading off lower Adjusted EBIDITA Margin for a very large market opportunity with more durable revenues. 2. Also during the pandemic recovery, companies experienced an extremely tight labor market compounded by the great resignation, which increased the Company’s compensation and benefits costs, putting further downward pressure on profitability as we entered fiscal year 2023. 3. At the beginning of fiscal year 2023, there were a number of macro uncertainties—the Russia/Ukraine war, unprecedented inflation followed by central banks raising interest rates, rising geo-political tensions, and the increasing talk of a potentially looming recession. These negative factors influenced the thinking around performance goal setting. 4. Finally, given the business the Company had built, the slope of our pandemic recovery curve was steep requiring the Company to find and attract incremental resources in a tight labor market. As such, during much of fiscal year 2022, the Company’s Adjusted EBITDA Margin was elevated. The Company planned to continue incremental hiring to meet customer needs as part of the fiscal year 2023 AOP, which would put downward pressure on the fiscal year 2023 planned Adjusted EBITDA Margin. Although a number of the metrics under the annual cash incentive plan were set below fiscal year 2022 actual results, the Committee deemed such goals to be rigorous and achievement not certain at the time that they were set. Further, as described in more detail beginning on page 45 below, given the factors considered and the targets established, the Committee capped payouts for each metric at 100% of target for the metric, such that achievement above the target goal would not increase the corresponding bonus payout. Following the end of the fiscal year, the Committee determined that actual performance for fiscal year 2023 was, in the case of almost every performance goal, below actual performance for fiscal year 2022 as well as below the fiscal year 2023 target performance goals, resulting in below target payouts for all of our NEOs. The resulting below-target payouts under our annual incentive plan are reflective of our pay for performance philosophy. 39  | 2023 Proxy Statement Back to Contents Best Practice Highlights Committee Uses Independent Compensation Consultant. Modest Perquisites for NEOs. Adopted Clawback Policy for Executive Officer Incentive Payments and Performance-Based Equity. No Single Trigger Equity Payments for NEOs with Change in Control. Focus on Rigorous Performance-Based Equity Awards for Majority of NEOs’ Annual Equity Grants. Stock Ownership Policy (3x Base Salary for NEOs). Peer Group Analysis to Determine Compensation. No Hedging, No Speculative Trading, and No Pledging under Company Policies. No Excise Tax Gross-Ups for Our NEOs. Executive Compensation Philosophy and Oversight   Philosophy   The Company is a global organizational consulting firm. The Company helps its clients design their organization — organization—the structure, the roles, and the responsibilities, as well as how they compensate, develop, and motivate their people. As importantly, the Company helps organizations select and hire the talent they need to execute their strategy. The Company’s unique global positioning allows it to maintain enhanced brand visibility and to attract and retain high-caliber consultants. As of April 30, 2020,2023, the Company provides its services to a broad range of clients through the expertise of approximately 2,9793,480 consultants and execution staff who are primarily responsible for originating client services and who are located in 53 countries throughout the world. Accordingly, the Company’s executive officers must have the skills and experience to manage and motivate an organization spread over a large number of countries with varying business and regulatory environments. The market for these talented individuals is highly competitive. The Company’s compensation philosophy focuses on attracting, retaining, and properly rewarding the right candidates for their contributions.   The Committee is diligent about establishing an executive compensation program offering competitive total direct compensation opportunities. These opportunities which are aligned to stockholder return through establishedby incentivizing executives to focus on both short-term and long-term Company performance via participation in our annual bonus plan, where payouts require achieving pre-established goals related to Company performance, and the grant of long-term equity incentive awards, where the value realized by executives will proportionately increase in connection with a corresponding increase in our stock price. The performance criteria utilized in our executive compensation program are grounded in the Company’s Strategic Plan and Annual Operating Plan (“AOP”).AOP.   The Committee isremains guided by the following principles in establishing and assessing compensation programs and policies for the 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 NEO; • The interests of senior management and the Company’s stockholders should be aligned through direct ownership of Company common stock and by providing a sizable portion of each NEO’s total direct compensation in the form of equity-based incentives; and • Total direct compensation must be competitive with our peer group, a broader group of human capital companies, and similarly sized publicly traded companies.   * Equity awards based upon grant date value. The annual cash incentive percentage is based on the allocation initially determined by the Committee for fiscal year 2020. In light of the impact of COVID-19, the Committee decided to eliminate the annual cash incentive payouts for fiscal year 2020. 2940  | 20202023 Proxy Statement Back to Contents 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, • deliver client excellence and innovation, • create the top-of-mind brand in organizational consulting, • premier career destination, and • 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 including:such as:   • revenue growth in excess of GDP expectations, • projected macro-economic data includingsuch as 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 human capital industry public companies, • recent and expected levels of new business activity, • increased productivity of fee earners, • focus on increasing Executive Search, RPO, Professional Search Consulting and Interim, Digital, and Consulting collaboration efforts, and • leveraging the Executive Search relationships to drive cross line-of-business revenue growth.   Then, the Board approves an AOP for the upcoming fiscal year. For the NEOs, the Committee establishes annual bonus plan targets with financial and strategic execution KPIs that are derived from the SEF and AOP.   Such financial targets and strategic execution KPIs form the basis for each NEO’s annual cash incentives and are tracked and measured during the course of the year with the year-end results audited by Internal Audit and reported to the Committee for determining year-end annual cash bonus awards.   41  | 2023 Proxy Statement Back to Contents Use of Independent Advisor   The Committee retains compensation consultants to assist it in assessing the competitiveness of the NEOs’ compensation. In fiscal year 2020,2023, the Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”).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 conflictsconflict of interest assessment (taking into consideration factors specified in the NYSE listing standards) and has concluded that Pearl Meyer is independent and its work for the Committee has not raised any conflicts of interest. No other fees were paid to Pearl Meyer except fees related to its services to the Committee.   Use of a Peer Group   The Company does not target or position NEO pay levels at a specific percentile level relative to a peer group. Rather, the Company reviews total direct compensation and the mix of the compensation components relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global human capital management firm.   Because a number of the Company’s peer organizationsdirect competitors for talent are privately-held, precise information regarding executive officer compensation practices among the Company’s competitor group is difficult to obtain. In addition, even when such data is available, meaningful differences in size, complexity, and organizational structure among the Company’s peer group make direct comparisons of compensation practices challenging and require exercise of judgment. In assessing the competitiveness of the Company’s NEO compensation, the Committee relies on information obtained from the proxy statements of publicly-traded competitors, information derived from data obtained from other public sources with respect to competitor organizations, and the general knowledge of the Committee and its compensation consultant with regard to the market for senior management positions.   For fiscal year 2023, the Committee used the following companies as a peer group: ASGN, Inc. Insperity, Inc. Cushman & Wakefield Plc Jones Lang LaSalle Incorporated FTI Consulting, Inc. Manpower Group, Inc. Heidrick & Struggles International, Inc. Nielsen Holdings Plc Huron Consulting Group Inc. PageGroup Plc ICF International, Inc. Robert Half International Inc. This peer group remained consistent with the peer group used for fiscal year 2022 except that CoreLogic, Inc. was removed due to its acquisition in June of 2021. In addition, while Nielsen Holdings Plc was included in the peer group for purposes of making initial fiscal year 2023 compensation decisions, it was later removed due to its acquisition in October 2022. The selection of commercial real estate companies was predicated on business model and strategy alignment. Real estate companies have very similar business models to professional services firms and face similar personnel and go-to-market issues. We consider the business strategy of such companies as similar to our business strategy because commercial real estate brokers are analogous to our Executive Search partners: they have strong client relationships which the firms are leveraging by building a business with a number of closely related adjacent services that can be sold to clients through those relationships. The selection of staffing industry peers was determined using comparisons of net revenues and global reach. We believe net revenues or gross margins are a better indicator of comparability for staffing industry peers. Staffing industry companies have a very large percentage of pass-through costs for amounts payable to temporary workers which are reported within their gross revenues. We believe that net revenue or gross margin excluding these pass-through costs are more comparable to the net fee revenues we report. 3042  | 20202023 Proxy Statement Back to Contents For fiscal year 2020,We believe this peer group reflects the Committee used the following companies as a peer group:size and strategy of our company.   CBIZ, Inc. Kforce Inc. Employment Services Significant International Exposure Business Model / Strategy Alignment ASGN, Inc. Cushman & Wakefield Plc FTI Consulting, Inc. Resources Connection, Inc. Heidrick & Struggles International, Inc. Huron Consulting Group Inc. ICF International, Inc. Jones Lang LaSalle Incorporated Manpower Group, Inc. Insperity, Inc. PageGroup Plc Robert Half International Inc. Huron Consulting Group Inc. Willis Towers Watson ICF International, Inc. TrueBlue, Inc. Insperity, Inc.   Kelly Services, Inc.     This peer group was primarily selected based upon criteria such as business lines, operating model, customer base, revenue,The Committee also evaluated each company on the basis of market capitalization and entities with which the Company competes for stockholder investment.net revenue. The Committee reviews the peer group on an annual basis. Revenue and market capitalization data for this peer group and the Company are as follows:       Market capitalization (as of July 9, 2020)     Revenues*   Fiscal 2020 Peer Group Median (including Korn Ferry)   $ 1,131,000,000     $   1,705,612,500   Korn Ferry**   $ 1,440,000,000     $ 1,932,700,000   I Market capitalization (as of July 6, 2023) I Revenues***   * Peer company total revenues computed for 12 months ending as of the applicable company’s most recent annual report (as of July 9, 2020).Excluding Nielsen Holdings Plc, which was acquired on October 11, 2022. ** As of the Company’s fiscal year ended April 30, 2020.2023. *** Peer company total revenues computed for the peer company’s most recently completed fiscal year.   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 NEO, the Committee does consider the range of salary, annual cash incentive, and long-term incentive levels that the members of the peer group providesprovide to similarly situated executives and intendsgenerally makes decisions that the levelsresult in compensation provided to each NEO fallfalling within that range.a range selected by the Committee. The compensation levels for fiscal year 20202023 generally fell within thisthe range and are generally intendedof the 25th to be within the 25th to 75th 75th percentile of the range.compensation provided to similarly situated executives by members of the peer group.   43  | 2023 Proxy Statement Back to Contents Elements of Compensation & Compensation Decisions and Actions   Base Salary   Base salary is intended to compensate NEOs for services rendered during the fiscal year and to provide sufficient fixed cash income for retention and recruiting purposes. 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 NEO and, with respect to the NEOs other than the Chief Executive Officer, input from the Chief Executive Officer. Mr. Distefano first became an executive officer of the Company in fiscal year 2023, and after consideration of the foregoing factors, the Committee set his base salary at $550,000, consistent with the base salaries of Messrs. Mulrooney and Arian. There were no changes to the base salaries of our other NEOs for fiscal year 2020.2023.   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, and it was subsequently agreed that the reductions would be extended through December 31, 2020. Annual Cash Incentives   Annual cash incentives are intended to motivate and reward NEOs for achieving financial and strategy execution goals over a one-year period. The Committee determines annual cash incentive amounts based upon a number of factors including financial goals, strategy execution objectives, competitive data, and individual performance, as described in more detail below.   While the Committee primarily bases annual cash incentive awards on performance against these objectives for the year, it retains negative discretion in determining actual bonus payouts. Annual cash incentives are typically paid in cash, but the Committee may choose to pay a portion of the annual cash incentive in equity or other long-term incentives.   31  | 2020 Proxy Statement Back to Contents 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, providingwhich provides 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 NEOs. These performance metrics typically are separated into two categories: financial metrics and strategy execution KPIs.   44  | 2023 Proxy Statement Back to Contents For fiscal year 2020,2023, the Committee selected the following financial performance metrics:   Financial Metric Adjusted Fee Revenue Adjusted Fee Revenue (as approved for purposes of setting KPIs for the bonus plan) is defined as Fee Revenue of the Company, as reported in the Company’s Annual Report on Form 10-K, for the fiscal year ended April 30, 2020 (“Form 10-K”) adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 20202023 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating PlanAOP for fiscal year 2020.2023. Adjusted EBITDA Margin Adjusted EBITDA Margin (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP Net Income, as reported in the Form 10-K, plus interest expense, income tax provision, depreciation and amortization expenses adjusted as applicable to exclude integration and acquisition costs, costs associated with the impairment of fixed assets (i.e., leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges incurred to realign our workforce, and further adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 2023 actual results at a currency rate comparable to the rate used in the Company’s AOP for fiscal year 2023, divided by Adjusted Fee Revenue. Adjusted Diluted EPS Adjusted Diluted EPS (as approved for purposes of setting KPIs for the bonus plan) is defined as Diluted Earnings per Share, as reported in the Company’s Form 10-K, adjusted to exclude integration/integration and acquisition costs, management separation costs associated with the impairment of fixed assets (i.e., leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges and debt refinancing costsincurred to realign our workforce (all on an after-tax basis), and further adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 20202023 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating PlanAOP for fiscal year 2020.2023. Adjusted EBITDA Margin Adjusted EBITDA Margin (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP Net Income plus interest expense, income tax provision, depreciation and amortization expenses adjusted to exclude integration/acquisition costs, management separation costs, restructuring charges, and further adjusted to eliminate the effect of currency fluctuations by translating fiscal year 2020 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating Plan for fiscal year 2020, divided by Adjusted Fee Revenue. Adjusted Return on Invested Capital Adjusted Return on Invested Capital (“Adjusted ROIC”) (as approved for purposes of setting KPIs for the bonus plan) is defined as GAAP Net Income, as reported in the Company’s Form 10-K, adjusted to exclude integration/integration and acquisition costs, management separation costs associated with the impairment of fixed assets (i.e., leasehold improvements) and right-of-use assets due to terminating and subleasing some of our office space, restructuring charges and debt refinancing costsincurred to realign our workforce (all on an after tax basis), and further adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 20202023 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating PlanAOP for fiscal year 2020,2023, divided by average stockholders’ equity plus average outstanding debt.   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 hasdoes have 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 and& Regional Accounts (measured by Fee Revenue from clients designatedas Marquee and& Regional Accounts divided by total Fee Revenue)*   Linked to the Company’s integrated solutions thatdrive its “go-to market” strategy of building deeper, multi-service line relationships with clients   Target set based upontargeted revenues from an agreed-upon list of clients Top Rated Performers Retention (based upon the percentage of highly-rated Executive Searchexecutive search senior client partners and Consulting and Digital senior partners/managing directors who are retained throughout the fiscal year)   Linked to the Company’s strategic goal of being apremier career destination   Target set by Committeederived from the SEF and AOP * As described above, adjusted to eliminate the effect of currency fluctuations, including by translating fiscal year 20202023 actual results at a currency rate comparable to the rate used in the Company’s Annual Operating PlanAOP for fiscal year 2020.2023.   32  | 2020 Proxy Statement Back to Contents The Board, Committee, and Company believe they have set the targets for fiscal year 2020 with appropriate rigor. When setting fiscal year 20202023 targets, and determining fiscal year 2020 actuals,2023 actual results, adjustments were made to eliminate the effect of currency fluctuations, including by translating actual results at a foreign currency rate comparable to the rate used in the Company’s 2020 Annual Operating Plan. In each case,2023 AOP. Typically, the fiscal year 2020 threshold levels — of performance each fiscal year—the respective minimum levels of performance required for payout under the annual incentive plan with respect to each metric —metric—are set at levels equal to or greater than the prior fiscal year’s actual results. The fiscal year 2023 threshold levels for Adjusted Fee Revenue, segment-specific Marquee & Regional Accounts Fee Revenue, and the Marquee & Regional Accounts Strategy Execution KPI were set at levels that were equal to or greater than fiscal year 20192022 actual results, except in the case of Consulting Adjusted Fee Revenue, for which the threshold goal was equal to the fiscal year 2022 actual result. In the case of the remaining financial metrics and Strategy Execution KPIs, the respective threshold goals were set below fiscal year 2022 actual results. Some of the performance goals under the annual cash incentive plan for fiscal year 2023 were set below actual results for fiscal year 2022 because the Company was projecting lower profitability in fiscal year 2023 compared to fiscal year 2022 as a result of the following: 1. Emerging from the pandemic recovery, the way the world conducted work changed in a dramatic and permanent nature. Out of necessity, most work was being 45  | 2023 Proxy Statement Back to Contents conducted virtually. Leveraging this, the habits and desires of employees changed. People no longer wanted to be tethered to a single company for their career and they were seeking multiple experiences—giving rise to the gig economy. Looking to capitalize on this, the Company made a strategic decision to enter the Interim business, trading off lower Adjusted EBIDITA Margin for a very large market opportunity with more durable revenues. 2. Also during the pandemic recovery, companies experienced an extremely tight labor market compounded by the great resignation, which increased the Company’s compensation and benefits costs, putting further downward pressure on profitability as we entered fiscal year 2023. 3. At the beginning of fiscal year 2023, there were a number of macro uncertainties—the Russia/Ukraine war, unprecedented inflation followed by central banks raising interest rates, rising geo-political tensions, and the increasing talk of a potentially looming recession. These negative factors influenced the thinking around performance goal setting. 4. Finally, given the business the Company had built, the slope of our pandemic recovery curve was steep requiring the Company to find and attract incremental resources in a tight labor market. As such, during much of fiscal year 2022, the Company’s Adjusted EBITDA Margin was elevated. The Company planned to continue incremental hiring to meet customer needs as part of the fiscal year 2023 AOP, which would put downward pressure on the fiscal year 2023 planned Adjusted EBITDA Margin. Because the Company was projecting lower profitability in fiscal year 2023 compared to fiscal year 2022, the Committee set the Adjusted EBITDA Margin goal (both Company-wide and the segment specific goals), Adjusted Diluted EPS goal, and Adjusted ROIC goal below fiscal year 2022 actual results. AchievementSimilarly, with respect to the Top Rated Performers Retention Strategy Execution KPI, the goals were also set below fiscal year 2022 actual results due to the tight labor market and anticipated aggressive actions by our competition to recruit our top consultants. The Committee took the previously described factors into consideration when setting the fiscal year 2023 performance goals. Even the full achievement of thesethe threshold goals for fiscal year 2020 could2023 would only have resultedresult in payout of 50% of the target opportunity for such goal. Further,goal and, given the factors considered and the targets established, the Committee eliminated the NEOs’ ability to earn above target (typically up to 200%) by capping annual cash incentive payouts attributable to each metric at 100% of the target opportunity for the metric. The table below discusses actual results for fiscal year 2022 and threshold, target, and maximum goals and actual results for fiscal year 2023. Financial Metric / KPI   FY’22 Actual *   FY’23 Threshold     FY’23 Target     FY’23 Maximum     FY’23 Actual ** Adjusted Fee Revenue ($) (M)   $ 2,627     $ 2,650     $ 2,886     $ 2,886     $ 2,876   Adjusted EBITDA Margin     20.5 %     15.0 %     17.0 %     17.0 %     16.1 % Adjusted Diluted EPS ($)   $ 6.23     $ 4.06     $ 5.32     $ 5.32     $ 5.03   Adjusted ROIC     18.3 %     10.7 %     14.1 %     14.1 %     13.3 % Marquee & Regional Accounts     36.3 %     37.0 %     38.0 %     38.0 %     35.5 % Top Rated Performers Retention     101.2 of Target %     *** 97.9 of Target %      ***        ***       101.1 of Target % RPO Adjusted Fee Revenue ($) (M)   $ 395     $ 420     $ 450     $ 450     $ 432   Digital Adjusted Fee Revenue ($) (M)   $ 349     $ 355     $ 370     $ 370     $ 363   RPO Adjusted EBITDA Margin     15.0 %     13.0 %     15.0 %     15.0 %     12.4 % Digital Adjusted EBITDA Margin     31.5 %     27.5 %     28.4 %     28.4 %     27.9 % Marquee & Regional Accounts RPO & Digital Adjusted Fee Revenue ($) (M)   $ 435     $ 450     $ 500     $ 500     $ 468   Consulting Adjusted Fee Revenue ($) (M)   $ 650     $ 650     $ 680     $ 680     $ 689   Consulting Adjusted EBITDA Margin     17.9 %     16.0 %     16.5 %     16.5 %     16.5 % Marquee & Regional Accounts Consulting Adjusted Fee Revenue ($) (M)   $ 271     $ 275     $ 295     $ 295     $ 275   Pro Search & Interim Adjusted Fee Revenue ($) (M)   $ 297     $ 490     $ 520     $ 520     $ 506   Pro Search & Interim Adjusted EBITDA Margin     35.7 %     22.0 %     23.0 %     23.0 %     22.1 % Marquee & Regional Accounts Pro Search & Interim Adjusted Fee Revenue ($) (M)   $ 45     $ 75     $ 105     $ 105     $ 98   * The fiscal year 2022 actual results reported here were used when determining fiscal year 2023 performance goals for purposes of the annual cash incentive plan and do not reflect the adjustments for currency fluctuations as reported in the Company’s fiscal year 2022 proxy statement. ** Adjusted as described above, including to eliminate the effect of currency fluctuations, including by translating actual results at a foreign currency rate comparable to the rate used in the Company’s AOP. *** Threshold, target, and maximum goals 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. 46  | 2023 Proxy Statement Back to Contents Determinations and Results After the end of the fiscal year, 2020 targets were set higher than the Committee evaluated each NEO’s achievements against the financial and strategic execution targets. Notwithstanding the structure outlined above, while the Committee primarily bases its determination of annual cash incentives on the metrics previously discussed, the Committee retains negative discretion in determining actual annual cash incentive awards. For fiscal year 2019 targets2023, the weightings and actuals in all cases. For example, the fiscal year 2020 Adjusted Fee Revenue target was set at $1,955 million (which is above the fiscal year 2019 actual) and the fiscal year 2020 Adjusted Diluted EPS target was set at $3.40 (which is higher than the fiscal year 2019 actual). Determinations and Results Based on the Company’s performance through January 31, 2020, at that timeresults for our NEOs were projectedas follows:                 Weighting     Target     Actual*     Burnison/ Rozek   Mulrooney   Arian   Distefano Adjusted Fee Revenue ($) (M)   $ 2,886     $ 2,876       30 %       —       —           —   Adjusted EBITDA Margin     17.0 %     16.1 %     15 %     —       —       —   Adjusted Diluted EPS ($)   $ 5.32     $ 5.03       15 %     —       —       —   Adjusted ROIC     14.1 %     13.3 %     15 %     —       —       —   RPO Adjusted Fee Revenue ($) (M)   $ 450     $ 432       —       20 %     —       —   Digital Adjusted Fee Revenue ($) (M)   $ 370     $ 363       —       20 %     —       —   RPO Adjusted EBITDA Margin     15.0 %     12.4 %     —       10 %     —       —   Digital Adjusted EBITDA Margin     28.4 %     27.9 %     —       10 %     —       —   Marquee & Regional Accounts RPO & Digital Adjusted Fee Revenue ($) (M)   $ 500     $ 468       —       20 %     —       —   Consulting Adjusted Fee Revenue ($) (M)   $ 680     $ 689       —       —       40 %     —   Consulting Adjusted EBITDA Margin     16.5 %     16.5 %     —       —       20 %     —   Marquee & Regional Accounts Consulting Adjusted Fee Revenue ($) (M)   $ 295     $ 275       —       —       20 %     —   Pro Search & Interim Adjusted Fee Revenue ($) (M)   $ 520     $ 506       —       —       —       45 % Pro Search & Interim Adjusted EBITDA Margin     23.0 %     22.1 %     —       —       —       15 % Marquee & Regional Accounts Pro Search & Interim Adjusted Fee Revenue ($) (M)   $ 105     $ 98       —       —       —       20 % Marquee & Regional Accounts     38.0 %     35.5 %     20 %     20 %     20 %     20 % Top Rated Performers Retention     **       101.1 of Target %     5 %     —       —       —   * Adjusted as described above, including to eliminate the effect of currency fluctuations, including by translating fiscal year 2023 actual results at a currency rate comparable to the rate used in the Company’s AOP for 2023. ** 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 receive approximately 1.3 times theirreflect stockholder feedback, the table above incorporates detailed disclosure with either actual results or relative results to target. For competitive advantage and confidentiality reasons, we do not disclose the threshold, target, amountsand maximum goals and actual results for our top-rated performance retention strategy execution KPI. However, when the full year. Based upon fullgoals were established, they were considered challenging to achieve given the continuing uncertain economic environment. The fiscal year 2023 target bonus was equal to 150% of annual base salary for Mr. Burnison, 120% of annual base salary for Mr. Rozek, and 100% of annual base salary for Messrs. Mulrooney, Arian, and Distefano. For fiscal year 2023, there was no maximum opportunity, and performance the Company estimates that its NEOs may have otherwise achieved approximately 1.07 times theirabove target amounts. In lightwas capped at 100% of the ongoing challenges posed by COVID-19 and based in part on the recommendation by the Chief Executive Officer, thetarget opportunity. The Committee exercised its negative discretion to reduce theawarded annual cash incentive payout to $0amounts as follows: Mr. Burnison—$1,087,478, Mr. Rozek—$543,739, Mr. Mulrooney—$275,856, Mr. Arian—$385,000, and Mr. Distefano—$332,292 (which amounts represent 72.5% of Messrs. Burnison’s and Rozek’s target bonuses for eachthe year, 50.2% of our named executive officers.Mr. Mulrooney’s target bonus for the year, 70% of Mr. Arian’s target bonus for the year, and 60.4% of Mr. Distefano’s target bonus for the year). These amounts reflect their performance against the financial metrics and strategic execution KPI targets established at the beginning of the fiscal year.   47  | 2023 Proxy Statement Back to Contents 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 stock 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 2020,2023, our Chief Executive Officer and Chief Financial OfficerNEOs received annual equity grants comprised of 60% performance-based restricted stock units (discussed in further detail below) and 40% time-based restricted stock. Atstock except for Mr. Distefano, who was not an NEO at the time of grant in consultationbut has moved to the 60%/40% split beginning 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. Mulrooney had an aggregate target of $1,150,000 for his target annual cash and long-term incentives 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 further detail below) and 40% time-based restricted stock.2024. 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.   Below we discuss equity grants made during fiscal year 20202023 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.Distefano.   Fiscal Year 20202023 Equity Awards   In fiscal year 2020,2023, 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, except for Mr. Distefano, who was not an NEO at the time of grant and received 50% of his annual equity award in recent years, the form of Relative TSR Units. The NEOs received 40%the remaining portion of their equity awards in the form of time-based restricted stock awards. Beginning with fiscal year 2024, Mr. Distefano has moved to the standard NEO 60%/40% split.   33  | 2020 Proxy Statement Back to Contents Performance-Based Equity: Relative TSR Units   Mr. Burnison was awarded Relative TSR Units with a target amount of 53,92086,130 units, a maximum amount of 107,840172,260 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 20202023 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 22,39030,400 units (maximum of 44,78060,800 units and minimum of zero); Mr.Messrs. Mulrooney and Arian, each with a target amount of 16,38023,310 units (maximum of 32,76046,620 units and minimum of zero); and Mr. Arian,Distefano, with a target amount of 8,1105,070 units (maximum of 16,22010,140 units and minimum of zero).   The table below outlines the potential vesting of the percentages of the Relative TSR Units granted in fiscal year 20202023 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal year 20202023 peer group.   Payout as a % Target   Payout as a % Target Relative TSR Percentile Ranking   Absolute TSR >= 0%   Absolute TSR < 0%   Absolute TSR > 0%   Absolute TSR < 0% >90P     200 %     100 %   200%   100% 90P     200 %     100 %   200%   100% 85P     183 %     100 %   183%   100% 80P     167 %     100 %   167%   100% 75P     150 %     100 %   150%   100% 70P     133 %     100 %   133%   100% 65P     117 %     100 %   117%   100% 60P     100 %     100 %   100%   100% 55P     92 %     88 %   92%   88% 50P     83 %     75 %   83%   75% 45P     75 %     63 %   75%   63% 40P     67 %     50 %   67%   50% 35P     58 %     38 %   58%   38% 30P     50 %     25 %   50%   25% <30P     0 %     0 %   0%   0% 48  | 2023 Proxy Statement Back to Contents Time-Based Restricted Stock   Each of Messrs. Burnison, Rozek, Mulrooney, Arian, and ArianDistefano received a time-based restricted stock award that vests in four equal annual installments beginning on July 9, 2020.11, 2023. Mr. Burnison received 35,94057,420 shares, Mr. Rozek received 14,94020,270 shares, Mr.Messrs. Mulrooney and Arian each received 10,92015,540 shares, and Mr. ArianDistefano received 5,4105,070 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 2018). The Company’s relative total stockholder return over the three-year performance period resulted in the Company ranking 7 out of a 13 company peer group (including the Company). This 7th place ranking translates into approximately 83% of the award (i.e., 43,610, 21,120, and 14,130 shares, respectively) vesting. Other Compensation Elements   Benefits and Perquisites   The Company generally provides NEOs the same benefits that are provided to all employees, including medical, dental, and vision benefits and participation in the Company’s 401(k) plan,plan. Beginning in October 2021, in order to provide the NEOs and eligibilitycertain other employees with market competitive benefits and for tuition reimbursement.retention purposes, the Company implemented a fully insured medical plan. The Company pays the full cost of premiums for this plan. In addition, the NEOs receive the same benefits provided to all employees at the level of vice president and above, including participation in the Company’s nonqualified deferred compensation plan (described below) and executive life insurance.   34  | 2020 Proxy Statement Back to Contents Nonqualified Deferred Compensation Plan   The Company maintains a nonqualified deferred compensation plan, known as the Korn Ferry Executive Capital Accumulation Plan (“ECAP”). Pursuant to the ECAP, the NEOs, along with all other U.S.-based vice presidents, may defer up to 80% of their salary and/or up to 100% of their annual cash incentive award into the ECAP. Participants in the ECAP make elections on how they would like their deemed account “invested”notionally invested from a set line upgroup of 15 predeterminedselected mutual funds. At its discretion, the Company may make contributions to the ECAP on behalf of a participant. All Company matching and performance contributions to the ECAP are approved by the Committee. During fiscal year 2020,2023, no Company contributions were made to the ECAP on behalf of the NEOs. Participants in the ECAP may elect to receive distributions (in lump sum) while employed by the Company (and after such amounts have become vested) or upon termination of their employment with the Company.   Long-Term Performance Unit Plan   In fiscal year 2017, the Committee approved the Korn Ferry Long Term Performance Unit Plan and subsequently approved amendments and restatements of such plan during fiscal year 2020, fiscal year 2021, and fiscal year 20212022 (the “LTPU Plan”). The NEOs are eligible to participate in the LTPU Plan. The purpose of the LTPU Plan is to promote the success of the Company by providing a select group of management and highly-compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate, and retain such employees. Pursuant to the LTPU Plan, the Committee may grant cash-based unit awards (the “Unit Awards”). No Unit Awards were granted to the NEOs in fiscal year 2020,2023, and the last awards made to a named executive officer occurred in fiscal year 2017.2018. Unless a participant dies or makes an election in accordance with the LTPU Plan, each vested Unit Award will pay out an annual benefit of either $25,000 (for an award granted prior to June 1, 2020) or, $10,000 (for an award granted on or after June 1, 2020)2020 and prior to July 1, 2021), or $12,500 (for an award granted on or after July 1, 2021), in either caseall cases subject to a potential performance adjustment, for each of five years commencing on the seventh anniversary of the grant date. Subject to the terms of the LTPU Plan, participants may elect to have their annual benefits start on a later date and/or pay out in a lower annual amount over a greater number of years. Unit Awards vest upon the following circumstances: (i) the fourth anniversary of the grant date, subject to continued service as of such date; (ii) the later of the grantee’s 65th birthday and the second anniversary of the grant date, subject to continued services as of each such date; (iii) death or disability; or (iv) a change of control event (as defined in the LTPU Plan). Each Unit Award made under the LTPU Plan has a total value of either $125,000 (for an award granted prior to June 1, 2020) or, $50,000 (for an award granted on or after June 1, 2020)2020 and prior to July 1, 2021), or $62,500 (for an award granted on or after July 1, 2021) and a base value of either $50,000 (for an award granted prior to June 1, 2020) or $25,000 (for an award granted on or after June 1, 2020). The base value of an LTPU award represents the maximum amount payable upon the partial vesting of such award. If a participant terminates employment prior to death or disability and not for cause, the participant will be entitled to receive a lump sum payment of a portion of the base value of the Unit Award based on the years of service completed since the grant date to the extent that the termination occurs at least 13 months following the grant date. If the administrator of the LTPU Plan (the “LTPUP Administrator”) determines that a participant’s employment has been terminated for cause or that a participant has engaged in “Detrimental Activity” (as defined in the LTPU Plan), Unit Awards, whether vested or unvested, will be forfeited. Please refer to the section entitled “Potential Payments Upon Termination or Change of Control” below for further discussion of the LTPU Plan. 49  | 2023 Proxy Statement Back to Contents Employment Agreements   Each of the Company’s NEOs is covered by an employment contract or letter agreement that providesproviding for a minimum annual level of salary, target incentives, eligibility for long-term incentives and benefit eligibility and, in the case of Mr. Burnison, a retention award.award (the “Retention Award”). The agreements also provide for a severance benefit in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. The NEOs have executed amendments to their existing Based on a competitive review conducted by Pearl Meyer, the Committee’s independent compensation consultant, the employment contracts and letter agreements as applicable, formalizingprovide for the 50%following annual compensation: (1) an annual base salary reductions described aboveof $1,000,000 for Mr. Burnison, $625,000 for Mr. Rozek, and acknowledging that such reductions will not trigger any good reason or other constructive termination rights.$550,000 for each of Messrs. Mulrooney, Arian, and Distefano; (2) participation in the Company’s annual cash incentive plan with an annual target award of 150% of annual base salary for Mr. Burnison, 120% of annual base salary for Mr. Rozek, and 100% of annual base salary for Messrs. Mulrooney, Arian, and Distefano, and the ability to earn additional amounts up to a maximum cash award of 200% of the applicable target bonus opportunity for each executive; and (3) subject to approval of the Committee, the NEOs are eligible to participate in the Company’s equity incentive program and in the employee benefit plans, arrangements, and programs maintained from time to time by the Company for the benefit of senior executives.   ItIn addition, the agreement with Mr. Burnison provides the ability to earn the Retention Award (which was originally granted under his previous employment agreement with the Company dated March 30, 2018) in the amount of $5 million, which vested on March 30, 2022. After vesting, payment of this award will be deferred until Mr. Burnison’s termination of employment (except that Mr. Burnison will forfeit this award if his employment is terminated for “cause” or he violates his restrictive covenants). Interest will accrue on the Committee’s belief that thedeferral from March 30, 2022, until Mr. Burnison’s termination of employment and letter agreements are necessary from a competitive perspective and also contribute to the stabilityat 120% of the management team.long-term Applicable Federal Rate as in effect from time to time (currently 4.85% for August 2023).   For all NEOs, the agreements provide for severance benefits in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. Mr. Rozek’s agreement also provides for continued vesting of his equity awards (based on actual Company performance in the case of performance awards) in the event of a termination due to his “retirement,” as defined in his agreement, provided he gives the Company at least six months’ prior notice. All of the foregoing benefits are conditioned on the executive’s execution and delivery of a general release and compliance with covenants relating to confidentiality, non-solicitation, and non-competition. Please refer to the sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change of Control” below for further discussion of these agreements.   35  | 2020 Proxy Statement Back to Contents It is the Committee’s belief that the employment agreements are necessary from a competitive perspective and contribute to the stability of the management team. Other Policies   Stock Ownership GuidelinesPolicy   The Nominating Committee has determined that in order to further align the long-term interests of the Company’s amendedstockholders and restated stockits non-employee directors and executive officers, it is in the best interests of the Company to require such directors and officers to have direct ownership guidelines provide that all NEOs are required to own three times their annual base salary in the Company’s common stock. Therefore, it and the Board have adopted the Company’s Stock Ownership Policy, which provides for ownership of the following amount of Company common stock. In addition, such guidelines require non-employee directors to hold three times their annual cash retainer in Company common stock. stock: 3x annual base salary 3x annual cash retainer Named Executive Officers Non-Employee Directors Stock ownership includes direct stock ownership, but does not include unvested restricted stock awards. Pursuant to theawards, unvested restricted stock ownership guidelines, theunits, unvested performance-based stock ownership level will be calculated annually on the day of the Company’s annual meeting of stockholders based on the prior 30-day average closingunits, or unvested stock price as reported by the NYSE. options. Until the stock ownership level is met, each executive officer and non-employee director must retain at least 75% of the net shares (the shares remaining after payment of transaction costs and applicable taxes owed as a result of vesting and payout of the restricted stock, restricted stock units, and performance-based stock units) received upon vesting and payout of restricted stock, restricted stock unit, and performance-based stock unit awards and 50% of the net shares (the shares remaining after payment of transaction costs, the option exercise price, and applicable taxes owed as a result of the exercise of the option) 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 50  | 2023 Proxy Statement Back to Contents 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. We plan to amend our clawback policy as necessary to comply with Section 303A.14 of the NYSE Listed Company Manual.   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 NEOs depends upon the timing of a named executive officer’s vesting or exercise of previously granted rights. Prior to the US Tax Cuts and Jobs Act enacted in December of 2017 (the “US Tax Act”), which became effective for the Company at the beginning of fiscal year 2019, compensation that satisfied conditions set forth underUnder Section 162(m) of the Internal Revenue Code, to qualify as “performance-based compensation” was not subject to a $1 million limitlimitation exists on the deductibility and the limit did not apply toof compensation 36  | 2020 Proxy Statement Back to Contents 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 date. With the elimination“covered employees,” including all of the exemption for performance-based compensation, we expect that we will be unable to deduct all compensationour NEOs, in excess of $1 million paidper year and thus, we are unable to deduct compensation payable to our Chief Executive Officer, Chief Financial Officer andNEOs in excess of such limit. While the Committee considers the impact of this tax treatment, the primary factors influencing program design are the support of our other named executive officers covered by the new tax law, other than previously granted awards that comply with the transition rules. We monitor the application of Section 162(m)business objectives 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 itsCommittee’s commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance. Accordingly, the Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that the Committee determines to be more appropriate. Compensation and Personnel Committee Report on Executive Compensation51  | 2023 Proxy Statement 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 Back to Contents 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, 2023, 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 Laura M. Bishop Lori J. Robinson George T. Shaheen Charles L. Harrington