Jennifer Painter
ASGNAbout Jennifer Painter
Jennifer Hankes Painter, age 55, is Senior Vice President, Chief Legal Officer and Secretary of ASGN. She joined ASGN in June 2013 as General Counsel and Secretary and was promoted to SVP, Chief Legal Officer in 2014, giving her ~12 years of tenure at the company and ~11 years in her current role . She holds a BS in Civil Engineering from the U.S. Military Academy and a JD from Loyola Law School Los Angeles; her background spans mergers and acquisitions, litigation, corporate governance, and Board support, with prior service as an officer in the U.S. Army Corps of Engineers . Company performance context during her tenure: ASGN’s cumulative TSR measured at year‑end has fluctuated (2021: 173.88; 2024: 117.43), while Performance‑Target Adjusted EBITDA for 2024 was $454.6 million; consulting revenues rose to 58% of total revenues in 2024 as ASGN pivoted toward higher‑value IT consulting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASGN Incorporated | General Counsel and Secretary; later SVP, Chief Legal Officer | Joined June 2013; promoted 2014 | Led legal and compliance across M&A, litigation, governance, and Board support |
| MRV Communications, Inc. | General Counsel, Chief Compliance Officer, Secretary | 2009–2013 | Oversaw legal/compliance at global telecom equipment provider |
| The Ryland Group, Inc. | Vice President, Assistant General Counsel | 2004–2008 | Supported legal for NYSE‑listed national homebuilder |
| Cadiz, Inc. | Vice President and General Counsel | 2001–2004 | Led legal at NASDAQ‑listed water/ag entity |
| Sullivan & Cromwell LLP | Associate (M&A, securities, corporate matters) | Pre‑2001 | Advised on complex transactions and securities matters |
| U.S. Army Corps of Engineers | Officer | Prior to legal career | Technical leadership and operations background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Firstwave (Service Academy alumni association) | Member; Membership Committee | Current | Focused on community leadership among U.S. Service Academy graduates |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Non‑Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2022 | 500,000 | — | 780,000 | 11,581 |
| 2023 | 540,000 | 85% | 137,700 | 12,456 |
| 2024 | 550,000 | 87% | 330,166 | 12,981 |
Notes:
- Perquisites in 2024 were limited to standard benefits (401(k) match and insurance premiums); auto allowance and tax prep reimbursements applied to other NEOs, not Painter .
Performance Compensation
2024 Annual Cash Incentive – Corporate Metrics
| Metric | Weighting | Threshold (40% payout) | Target (100%) | Max (200%) | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA growth vs prior year | 80% of corporate bucket | (13.5)% | (3.5)% | 4.0% | (12.1)% | 45.7% |
| Revenue growth vs prior year | 20% of corporate bucket | (11.5)% | (1.5)% | 4.5% | (7.9)% | 61.7% |
Design: Corporate metrics 80%; individual MBOs 20%. Threshold payout was raised to 40% in 2024 to align with market; maximum capped at 200% .
2024 Individual MBOs – Painter
| MBO | Weight | Achievement Level |
|---|---|---|
| Legal budget management | 34% | 150% (Stretch) |
| Compliance audit function | 33% | 200% (Super Stretch) |
| Contract management across Company | 33% | 150% (Stretch) |
2024 Bonus Payout – Painter
| Component | Weight | Payout ($) |
|---|---|---|
| Financial Targets | 80% | 187,094 |
| MBOs | 20% | 143,072 |
| Total | — | 330,166 |
Equity Incentives – Grants, Metrics, Vesting
RSUs (service‑vesting):
| Grant Year | Grant Value ($) | Units Granted | Vesting |
|---|---|---|---|
| 2024 | 567,500 | 5,931 | One‑third on Jan 2, 2025; remaining one‑third each on Jan 2, 2026 and Jan 2, 2027 (continued service) |
| 2023 | — | 4,365 (unvested at 12/31/24) | Second third vested Jan 2, 2025; final third vests Jan 2, 2026 (continued service) |
| 2022 | — | 1,343 (unvested at 12/31/24) | Final third vested Jan 2, 2025 (continued service) |
PSUs (3‑yr NOPAT growth with rTSR modifier):
| Grant Year | Grant Value ($) | Target Units | Threshold Units | Max Units | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 567,500 | 5,447 | 2,724 | 10,894 | 3‑yr avg NOPAT growth; rTSR modifier vs broad comparator group | Eligible Dec 31, 2026 (subject to performance and continued service/change‑in‑control provisions) |
| 2023 | — | 6,836 (target outstanding) | — | — | Ends Dec 31, 2025 | Eligible Jan 2, 2026 (subject to performance) |
| 2022 | — | — | — | — | Achievements: 188%, 0%, 0% over 2022–2024; average 62.7%; rTSR 21st percentile → −25% modifier; final payout 37.7%; certified and released Feb 6, 2025 |
PSU payout schedule (2024 grants):
| NOPAT Growth vs Prior Year | Payout % | Relative TSR Percentile | Modifier |
|---|---|---|---|
| ≥12.0% | 200% | ≥75th | +25% |
| 2.0% | 100% | 40th–60th | — |
| (13.5)% | 50% | ≤25th | −25% |
| <(13.5)% | 0% | — | — |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 44,396 shares; <1% of outstanding |
| Shares outstanding (as reference for % calc) | 43,917,659 (Mar 31, 2025) |
| Unvested RSUs at 12/31/24 | 1,343 (2022); 4,365 (2023); 5,931 (2024) |
| Target PSUs outstanding | 6,836 (2023); 5,447 (2024) |
| Stock ownership guidelines | Executives must hold ≥3× base salary; compliance confirmed as of Mar 1, 2025 |
| Hedging/pledging policy | Prohibited for directors and executive officers |
| Deferred Compensation Plan (DCP) participation | 2024 contributions $93,514; earnings $111,364; withdrawals $(300,289); balance $1,121,917; lump‑sum distribution upon change‑in‑control |
Notes:
- Beneficial ownership excludes shares vesting within 60 days as of March 31, 2025; none were due within that window for executives listed .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Healthcare/COBRA | Other |
|---|---|---|---|---|
| Termination by Company for convenience (no CIC) | 12 months base salary (paid in installments) | Standard award terms; PSUs eligible for pro‑rata vesting upon certain qualifying terminations if approved | Company‑paid/reimbursed COBRA for 12 months | Confidentiality and non‑solicitation obligations apply |
| Involuntary termination within 18 months after change‑in‑control (double trigger) | 200% of annual salary + target bonus; plus pro‑rata bonus for year of termination | All outstanding equity vests in full upon effective release (Painter eligible) | Lump‑sum payment equal to after‑tax cost of 18 months COBRA premiums | Payments reduced if needed to avoid excise tax under 280G/4999 |
| Clawbacks | SEC‑mandated recoupment policy plus an additional, more restrictive Company policy for misconduct leading to restatement |
Compensation Structure Analysis
- Mix and pay‑for‑performance: Painter’s 2024 total comp was $2,089,041, with $1,195,894 in stock awards and a $330,166 performance bonus; target bonus rose from 85% to 87% of salary in 2024, while payouts reflected below‑target corporate results but strong MBO execution (150%) .
- Shift toward RSUs and PSU design: ASGN does not currently grant options; equity is a blend of time‑vested RSUs and 3‑year PSUs tied to NOPAT growth with rTSR modifier—aligning long‑term incentives with operational and market outcomes; 2022 PSU cohort paid 37.7%, indicating downside sensitivity when performance and rTSR underperform .
- Governance protections: No tax gross‑ups; hedging/pledging prohibited; rigorous ownership guidelines (3× salary) with confirmed compliance; robust clawbacks exceeding SEC baseline .
Related Party Transactions and Red Flags
- No related party transactions disclosed involving Painter; hedging and pledging are prohibited, reducing alignment risks. Section 16(a) compliance noted, with an administrative error for another director’s Form 3 in 2024, not pertaining to Painter .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay received 99.2% support; Compensation Committee maintained program design with minor changes, citing strong alignment and shareholder endorsement .
Performance & Track Record
| Indicator | 2024 Context |
|---|---|
| Corporate pivot to consulting | Consulting revenues reached 58% of total; margin expansion focus; largest buyback authorized ($750M) with $327.2M repurchases in 2024 |
| Annual incentive metrics | Adjusted EBITDA and revenue growth achieved near threshold amid macro headwinds; Painter MBOs certified at 150% |
| TSR and CAP disclosure | Cumulative TSR value at year‑end 2024: 117.43; “Compensation Actually Paid” reflects equity valuation sensitivity; Company‑selected measure is Performance‑Target Adjusted EBITDA ($454.6M in 2024) |
Equity Ownership & Vesting Calendar (Insider Selling Pressure)
- RSU cliffs: Remaining tranches from 2023 and 2024 RSUs vest on Jan 2, 2026 and Jan 2, 2027, potentially increasing share availability for sale post‑vesting, subject to ownership guideline retention requirements .
- PSU maturities: 2023 PSU target (6,836) scheduled for Jan 2, 2026; 2024 PSU target (5,447) scheduled for Dec 31, 2026; ultimate payouts will depend on 3‑year NOPAT growth and rTSR vs comparator group .
- Policy mitigants: Hedging/pledging prohibited; executives must retain net shares until ownership guideline compliance, reducing near‑term selling pressure .
Investment Implications
- Alignment: Painter’s incentives are predominantly equity‑based with multi‑year PSU metrics (NOPAT growth plus rTSR), and strong governance (no options/repricing, clawbacks, ownership rules), supporting pay‑for‑performance alignment and limiting misaligned risk taking .
- Retention: Upcoming RSU and PSU vesting through 2026–2027 provides retention hooks; change‑in‑control benefits include full equity acceleration and 200% cash multiple, which could modestly increase transition optionality but are standard for peers; DCP lump‑sum upon CIC is a cash‑flow consideration rather than a sell signal .
- Performance sensitivity: 2024 corporate results near threshold and the 37.7% payout on 2022 PSUs highlight downside sensitivity when macro and rTSR headwinds persist; monitoring NOPAT trajectory and rTSR percentile vs the broad comparator set is key for forward PSU realization and insider selling pressure upon vest .