Edwin Sheridan IV
ASGNAbout Edwin A. Sheridan IV
Independent director of ASGN since May 2012; co‑founder and former Co‑CEO of Apex Systems (1995–2012), bringing 25+ years of IT staffing and business development experience to ASGN’s board . Education: B.A. in English and Political Science with a minor in Business Administration from Virginia Tech . Independence: ASGN’s Board determined in March 2025 that all directors other than the CEO are independent under NYSE listing standards, which includes Sheridan . Tenure: ~13 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apex Systems | Co‑Founder and Co‑CEO | 1995–2012 | Led recruiting, account management, regional operations; deep IT staffing and growth strategy expertise |
External Roles
| Organization | Role | Type | Tenure/Status | Notes |
|---|---|---|---|---|
| Databricks; Sentinel One; EVERFI; Core4ce; ThreatQuotient; IronNet; Sweetgreen; B.Well; AON3D | Investor/Mentor | Private/VC-backed | Ongoing (not dated) | Advisory/mentor activities; not disclosed as public directorships |
| Apex Center for Entrepreneurs (Virginia Tech) | Director | Academic | Ongoing | Entrepreneurship ecosystem support |
| Peace Players International | Director | Non-profit | Ongoing | Community improvement and leadership organization |
| Gonzaga College High School | Director | Academic | Ongoing | Board involvement |
| ONE.org Global Leadership Circle | Member | Non-profit advocacy | Ongoing | Anti-poverty and health advocacy |
| Inova Schar Cancer Institute Molecular Tumor Board | Honorary Director | Medical/academic | Ongoing | Honorary role |
No current public company directorships disclosed for Sheridan .
Board Governance
- Independence: Board deemed 9 of 10 directors independent (CEO excluded) in March 2025; Sheridan is independent .
- Board leadership: Independent Chair (Arshad Matin) since June 2021; CEO serves on board but not on committees .
- Committees and meetings in 2024: Compensation (5 meetings), Audit (10), Nominating & Corporate Governance (4), Strategy & Technology (4); ad hoc Litigation Committee created in June 2024 .
- Committee membership visibility: Audit members (Hawthorne—Chair/financial expert, Callaghan, Dyer) and Compensation members (Holman—Chair, Callaghan, Lindstrom) disclosed; Sheridan not listed on these committees. Strategy & Technology additions (Callaghan 2023; Obermaier 2024) disclosed; Sheridan’s committee assignments not specified in proxy tables .
- Attendance: In 2024, directors attended all Board and committee meetings with limited exceptions; all directors attended the 2024 Annual Meeting. In 2023, each director attended all Board and committee meetings; all attended the 2023 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session led by the independent Chair .
Fixed Compensation
| Year | Annual Cash Retainer (Board policy) | Committee Member Fees (policy) | Chair Fees (policy) | Sheridan – Fees Earned in Cash | Notes |
|---|---|---|---|---|---|
| 2023 | $85,000 | Audit $12,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Strategy & Technology $5,000 | Chair of Board $100,000; Audit Chair $18,000; Compensation Chair $17,500; Nominating Chair $15,000; Strategy & Technology Chair $15,000 | $105,000 | Committee allocation for Sheridan not specified |
| 2024 | $85,000 | Audit $12,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Strategy & Technology $5,000 | Same as 2023 | $105,000 | Committee allocation for Sheridan not specified |
Performance Compensation
| Year | Equity Instrument | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2023 | RSUs (Directors) | Jan 3, 2023 | 1,121 (unvested as of 12/31/2023 for each non-executive director) | ~$184,958 (aggregate) | 50% on grant date; 50% at 1-year anniversary |
| 2024 | RSUs (Directors) | Jan 2, 2024 | 966 (unvested as of 12/31/2024 for each non-executive director except Obermaier) | ~$184,930 (aggregate) | 50% on grant date; 50% at 1-year anniversary |
| Performance Metrics Tied to Director Equity | Details |
|---|---|
| None disclosed | Director equity is time‑vesting RSUs; no performance conditions; no stock options outstanding for directors in 2023 |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None reported; 2024 members Holman (Chair), Callaghan, Lindstrom; none officers or employees; no relationships requiring related-party disclosure .
- Audit Committee financial expert: Hawthorne designated in June 2024 (replacing retiring Kittrell) .
- Say-on-Pay engagement: 99.2% approval in 2024; 98.1% in 2023; Compensation Committee maintained program design with minor changes and reviewed staggered terms feedback with Nominating Committee .
Expertise & Qualifications
- IT Staffing and talent operations; business development; risk management; technology/cyber exposure; corporate governance skills per Board matrix (Sheridan marked across staffing, tech/cyber, risk management, governance, marketing/sales) .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Outstanding Shares | Ownership Breakdown |
|---|---|---|---|
| Mar 31, 2024 | 662,984 | 1.4% | 40,644 revocable trust; 616,991 LLC (sole beneficiary/voting/invest); 5,349 direct |
| Mar 31, 2025 | 665,067 | 1.5% | 47,997 revocable trust; 614,988 LLC (sole beneficiary/voting/invest); 2,082 direct |
- Shares outstanding reference: 46,187,071 (Mar 31, 2024) ; 43,917,659 (Mar 31, 2025) .
- Vested vs unvested: As of Dec 31, 2024, 966 unvested director RSUs for each non‑executive director (including Sheridan); grant-date fair value per share $95.67 on Jan 2, 2024 .
- Options: No director stock options outstanding in 2023 .
- Ownership guidelines: Directors must hold ASGN stock equal to 5× annual cash retainer ($425,000) within 5 years; all directors/officers in compliance as of Mar 1, 2025 .
- Hedging/pledging: Prohibited for directors and officers; must retain net shares until guidelines met .
Fixed Compensation (Director Detail – Sheridan)
| Year | Cash Fees | Equity Grants (RSUs) | Total |
|---|---|---|---|
| 2023 | $105,000 | $184,958 | $289,958 |
| 2024 | $105,000 | $184,930 | $289,930 |
Performance Compensation (Director Equity Structure – Sheridan)
| Element | Structure | Grant Cycle | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Time-vested; no performance metrics | Annual in January | 50% at grant; 50% at one-year anniversary | FY2024 grant value ~$185k; vesting policy applies to all non-executive directors |
| Options/PSUs | None for directors | N/A | N/A | No options outstanding for directors (2023) |
Related Party Transactions and Conflicts
- Audit Committee pre-approval process in place for related-party transactions; disclosed employment of CEO’s brother at Apex Systems with independent reporting lines; no Sheridan-related transactions disclosed .
- Hedging/pledging ban reduces alignment risk; no pledging by directors permitted .
Compensation Structure Analysis (Governance Signals)
- Mix stability: Board compensation plan (effective June 2022) remained unchanged through 2024; emphasis on equity (~$185k RSUs) plus fixed cash retainer and committee fees; external consultant (Semler Brossy) retained; no gross‑ups; double‑trigger CIC for executives; strong clawback framework (NYSE Dodd‑Frank policy plus stricter internal policy) .
- Governance responsiveness: Very high Say‑on‑Pay approval (99.2% in 2024); stockholder feedback on staggered terms reviewed by Nominating Committee; board chose to retain staggered terms for stability and continuity .
Governance Assessment
- Strengths: Independent director with substantial “skin in the game” (1.5% ownership as of 2025); compliance with ownership guidelines; hedging/pledging prohibited; strong board oversight structures and independent Chair; high shareholder support for compensation governance .
- Transparency: Committee rosters disclosed for Audit and Compensation; Sheridan not listed on those committees; strategy/technology membership not fully enumerated—assignment for Sheridan not specified (limits granular assessment of committee workload) .
- Attendance/engagement: Near‑perfect attendance disclosure and full Annual Meeting participation; no indication Sheridan missed meetings .
- Conflicts/Related parties: No Sheridan-related transactions disclosed; company-level related party monitoring in place .
- RED FLAGS: None identified specific to Sheridan (no hedging/pledging, no related-party ties disclosed, no low Say‑on‑Pay outcomes) .
Overall, Sheridan’s large aligned ownership, independence, and IT staffing/operator background support board effectiveness; lack of disclosed committee assignments limits evaluation of his committee-level contributions, but governance structures and attendance disclosures are broadly supportive of investor confidence .