Carol Lindstrom
ASGNAbout Carol J. Lindstrom
Independent director at ASGN since March 2021; former Vice Chair at Deloitte LLP (2010–2016). She holds a B.A. in Linguistics from UCLA and currently serves on public boards Genpact Ltd. (Compensation Chair; Nominating & Governance member) and Exponent Inc. (Audit, Human Resources, and Nominating & Governance member). The Board determined she is independent under NYSE standards as of March 19, 2025; age not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Vice Chair | 2010–2016 | Helped build technology consulting practice; aligned with large-scale tech project deployment in Northern California ecosystems |
| Deloitte LLP | Managing Director (Americas Technology and E‑business/Digital Practices) | 1995–2016 | Growth and management of consulting services and large-scale tech programs |
| Deloitte Foundation | President | 2010–2014 | Philanthropy and education leadership |
| Deloitte & Touche Tohmatsu | Global Board Director | 2007–2013 | Global governance exposure |
| Deloitte LLP | Director | 2006–2012 | Corporate governance |
| Andersen Consulting (Accenture) | Partner | 1987–1993 | Consulting leadership |
| Carrick Capital Partners | Advisor | 2016–2024 | Growth-focused software investments advisor |
External Roles
| Organization | Role | Committees/Position | Notes |
|---|---|---|---|
| Genpact Ltd. | Director | Compensation Chair; Nominating & Governance member | NYSE-listed global professional services/digital transformation firm |
| Exponent Inc. | Director | Audit; Human Resources; Nominating & Governance member | Nasdaq-listed engineering and consulting firm |
| FactorLaw | Director | — | Private contract management/legal ops consulting |
| Workday Foundation; Homeful; St. Helena Hospital | Director | — | Charitable foundation directorships |
| NACD Compensation Committee Roundtable | Member | — | Best practices in compensation governance |
Board Governance
- Committee assignments: Member, Compensation Committee since June 2024; current committee members are Jonathan S. Holman (Chair), Brian J. Callaghan, and Carol J. Lindstrom.
- Independence: Board determined all directors except the CEO are independent; Lindstrom is independent.
- Meetings/attendance: Board held 6 meetings in 2024; Compensation Committee held 5; Audit Committee held 10; Nominating & Corporate Governance held 4; Strategy & Technology held 4. All directors attended the 2024 Annual Meeting; overall attendance was strong with isolated exceptions not attributed to specific directors.
- Board leadership: Independent Chair (Arshad Matin) and regular executive sessions of independent directors.
- Risk oversight: Strategy & Technology Committee oversees cybersecurity; Audit Committee oversees ERM and financial reporting; Nominating & Corporate Governance oversees sustainability.
Fixed Compensation
| Component | Detail | 2024 Amount/Terms |
|---|---|---|
| Cash fees (Lindstrom) | Fees earned in cash for 2024 | $97,500 |
| Equity (Lindstrom) | RSU grant (aggregate grant-date fair value) | $184,930; calculated at $95.67 per share; 966 unvested shares at 12/31/2024 |
| Director annual cash retainer (policy) | Base annual cash retainer | $85,000 |
| Committee membership fees (policy) | Audit (non‑chair); Compensation (non‑chair); Nominating & Corporate Governance/Strategy & Technology (non‑chair) | $12,000; $7,500; $5,000 per committee annually |
| Chair retainers (policy) | Board Chair; Audit Chair; Compensation Chair; Nominating & Corporate Governance Chair; Strategy & Technology Chair | $100,000; $18,000; $17,500; $15,000; $15,000 |
| RSU vesting schedule (directors) | Timing of vest | 50% vests on grant date; 50% vests on one‑year anniversary (e.g., 1/2/2024 grant vests 50% on 1/2/2024 and 50% on 1/2/2025) |
Performance Compensation
- ASGN directors receive time-vested RSUs; no performance‑conditioned director equity, options, or TSR‑linked awards for directors were disclosed.
| Director Equity Award Vesting (2024) | Grant Date | Immediate Vest | One‑Year Vest | Unvested at 12/31/2024 |
|---|---|---|---|---|
| Carol J. Lindstrom RSUs | 1/2/2024 | 50% on grant date | 50% on 1/2/2025 | 966 shares |
Other Directorships & Interlocks
| External Board | Sector Overlap with ASGN | Potential Interlock/Conflict Considerations |
|---|---|---|
| Genpact Ltd. | IT consulting/digital transformation | Sector overlap with ASGN’s IT consulting; no related‑party transactions disclosed; Board affirmed independence after reviewing relationships. |
| Exponent Inc. | Engineering/consulting | Limited overlap; governance and audit expertise beneficial; no related‑party transactions disclosed. |
The Audit Committee oversees a formal process for identifying related‑party transactions; the Compensation Committee disclosed no interlocks or relationships requiring related‑party disclosure among its members.
Expertise & Qualifications
- Built and led technology consulting practices; experienced in deploying large-scale technology projects aligned with Northern California tech networks.
- Deep board governance, compensation, audit, and risk oversight experience across multiple public boards.
- UCLA Linguistics B.A.; extensive leadership roles at Deloitte, including Vice Chair and foundation presidency.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Carol J. Lindstrom) | 5,695 shares; less than 1% of outstanding shares |
| Shares outstanding at 3/31/2025 | 43,917,659 |
| Unvested director RSUs at 12/31/2024 | 966 shares (Lindstrom) |
| Stock ownership guideline (directors) | 5x $85,000 annual cash retainer = $425,000 required; all directors/officers in compliance as of 3/1/2025 |
| Hedging/pledging policy | Prohibited for directors and executive officers |
Governance Assessment
- Committee effectiveness: As a member of ASGN’s Compensation Committee, Lindstrom contributes external compensation governance depth (Compensation Chair at Genpact; committee roles at Exponent) to ASGN’s pay design and oversight. The committee is independent, meets in executive session, and retains Semler Brossy as an independent consultant (no conflicts).
- Alignment and incentives: Director pay is a mix of cash fees and time‑vested RSUs; half vests immediately, reinforcing ownership while limiting risk-taking. Stock ownership guidelines (5x retainer) and robust hedging/pledging prohibitions strengthen alignment.
- Independence and attendance: Board affirmed independence for all non‑management directors; Board and committees met regularly in 2024; all directors attended the 2024 Annual Meeting.
- Shareholder signals: 2024 Say‑on‑Pay support at 99.2% and proactive engagement indicate strong investor confidence in compensation governance.
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, meeting attendance shortfalls attributed to Lindstrom, or legal proceedings. Monitor potential sector overlap/interlock with Genpact as ASGN’s IT consulting strategy scales further (Board has reviewed independence and related‑party exposure).