Jonathan Holman
ASGNAbout Jonathan S. Holman
Independent director since March 1994; founder and president of The Holman Group, Inc. (1981–2023), an executive search firm that recruited 150+ CEOs. Education: BA in Politics (Princeton) and MBA (Stanford). Core credentials include deep compensation and hiring expertise; recognized among global top executive recruiters; currently serves as Compensation Committee Chair at ASGN .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Holman Group, Inc. | Founder & President | 1981–2023 | CEO recruiting expertise; compensation and hiring insights supporting ASGN’s Compensation Committee |
| Bacci Bennett | Partner | 1978–1981 | Executive recruitment leadership |
| E. & J. Gallo Winery | Director of HR | 1971–1978 | HR leadership and talent practices |
| Pfizer | HR Manager and other HR roles | 1968–1971 | Human resources and organizational development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Compensation Committee Roundtable Member | Not disclosed | Addresses best practices in compensation-related matters |
| Congregation Emanu‑El | Co‑President | Not disclosed | One of the largest synagogues in the U.S. |
Board Governance
- Independence: The Board determined in March 2025 that all directors except the CEO are independent; Holman is independent under NYSE standards .
- Committee assignments: Compensation Committee (Chair); the 2024 committee comprised Holman (Chair), Callaghan, with Joliet through June 2024 and Lindstrom thereafter; no interlocks or related‑party relationships reported for members .
- Meetings and attendance: Board held six meetings in 2024; Compensation Committee held five meetings and used seven unanimous written consents. Directors attended all meetings except one director missing a Board meeting, another missing a committee meeting, and a former director missing both; all directors attended the 2024 Annual Meeting .
- Governance structure: Independent Chair (Arshad Matin) since 2021; Board committees include Audit, Compensation, Nominating & Corporate Governance, Strategy & Technology, and an ad hoc Litigation Committee (created June 2024) .
- Stockholder engagement and Say‑on‑Pay results: 99.2% FOR in 2024; 98.1% FOR in 2023; Compensation Chair outreach to holders representing over half of outstanding stock .
Fixed Compensation
| Year | Cash Fees (Holman) | Notes |
|---|---|---|
| 2023 | $115,000 | Standard $85,000 annual retainer plus committee/chair fees per program |
| 2024 | $115,000 | Compensation Committee Chair receives $17,500; other non‑chair committee memberships: Audit $12,000; Comp $7,500; Nominating/Strategy $5,000; Chair of the Board $100,000 (for the Chair role generally) |
Program details (directors): Annual cash fee $85,000; non‑chair committee fees: Audit $12,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Strategy & Technology $5,000; chair fees: Audit $18,000, Compensation $17,500, Nominating $15,000, Strategy $15,000. Reimbursement for director education/training up to $2,500 annually .
Performance Compensation
| Year | RSU Grant (Holman) | Grant Date | Vesting Schedule | Unvested RSUs at 12/31 |
|---|---|---|---|---|
| 2023 | $184,958 (grant date fair value) | Jan 3, 2023 | 50% vests at grant; 50% at one‑year anniversary | 1,121 for all listed directors as of 12/31/2023 (aggregate program detail) |
| 2024 | $184,930 (grant date fair value) | Jan 2, 2024 | 50% vests at grant; 50% at one‑year anniversary | 966 for each of Matin, Callaghan, Dyer, Frantz, Holman, Sheridan, Hawthorne, Lindstrom as of 12/31/2024 |
Notes:
- Director equity grants are time‑vested RSUs; no performance conditions are disclosed for director RSUs (distinct from executive PSU programs) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Holman in the proxy biographies/matrix . |
| Committee interlocks | None; Compensation Committee members had no relationships requiring related‑party disclosure . |
Expertise & Qualifications
- Salary practice and compensation expertise; hiring and HR leadership experience across multiple companies; recognized among global top recruiters .
- Skills matrix includes talent management/culture/compensation and corporate governance competencies aligned with Compensation Committee leadership .
Equity Ownership
| Metric | 2024 (as of 3/31/2024) | 2025 (as of 3/31/2025) |
|---|---|---|
| Beneficial ownership (# shares) | 10,358 | 10,538 |
| Percent of common stock | <1% | <1% |
| Unvested director RSUs held | 1,121 (as of 12/31/2023, general for listed directors) | 966 (as of 12/31/2024, for Holman and specified directors) |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold shares with FMV of 5× annual retainer ($425,000); all directors/officers in compliance as of March 1, 2025 .
- Hedging/pledging: Prohibited for directors and executive officers; no hardship exception (removed in March 2024) .
Governance Assessment
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Strengths:
- Independent director with 30+ years on ASGN’s board; Compensation Committee Chair with demonstrated investor engagement and strong Say‑on‑Pay support (99.2% in 2024; 98.1% in 2023), reinforcing alignment of pay with performance at the executive level .
- No reported related‑party transactions or committee interlocks; Board independence affirmed in 2025 .
- Clear director compensation structure with balanced cash/equity and transparent RSU vesting; ownership guidelines and anti‑hedging/pledging policy enhance alignment .
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Potential risks/considerations:
- Board refreshment: Holman’s long tenure (since 1994) can be a double‑edged sword—strong institutional knowledge but potential investor scrutiny on board refresh dynamics; the Board continues to evaluate composition and structure via Nominating & Corporate Governance .
- Attendance specifics per director are not disclosed; aggregate statement notes a few missed meetings by unnamed directors, though all attended the 2024 Annual Meeting .
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Red flags:
- None disclosed regarding legal proceedings, related‑party transactions, hedging/pledging, or compensation interlocks for Holman .