Rand Blazer

About Rand Blazer

Randolph C. “Rand” Blazer is Executive Vice Chairman at ASGN (effective March 1, 2025) after serving as President since January 2022; he is 75 and remains engaged on strategic initiatives during the leadership transition . He joined Apex Systems in 2007 (COO 2007–2012), became President of Apex in 2012 as part of ASGN’s acquisition, and later President of ASGN in 2022; he has 18 years with ASGN/Apex and over 40 years in industry . Blazer holds a bachelor’s degree in economics from McDaniel College and an MBA from the University of Kentucky; prior roles include President – Public Sector at SAP America, Chairman/CEO of BearingPoint (2000–2004), and senior posts at KPMG (1977–2000) . Company performance during his ASGN presidency saw 2022–2024 cumulative TSR values of 114.81, 135.51, and 117.43; net income of $268.1m, $219.3m, and $175.2m; and Performance-Target Adjusted EBITDA of $550.9m, $526.9m, and $454.6m respectively .

Past Roles

External Roles

Fixed Compensation

Perquisites (2024): $500 monthly automobile allowance; reimbursement/allowance up to $1,500 for annual physical; up to $2,500 for tax prep and financial planning .

Summary Compensation (Total, incl. bonus, equity, other):

Front-loaded equity: 2022 award sized $6,000,000 to cover annual grants for 2022–2024; therefore no 2024 equity grant .

Performance Compensation

Annual Cash Incentive – 2024 Design and Results

AIP payout components for Blazer (2024): Financial $503,220; MBOs $386,100; Total $889,320 .

MBOs (2024) and Achievement:

PSUs – Design and Realized Outcomes

Design: Three-year average NOPAT growth schedule with rTSR modifier; PSUs eligible to vest on December 31, 2026, subject to performance and continued service . Payout schedule excerpt:

Achievement of 2022 PSU cycle: NOPAT payouts of 188%, 0%, 0% in 2022, 2023, 2024; average 62.7%; rTSR at 21st percentile led to -25% modifier; final PSU payout at 37.7% of target .

Options: ASGN NEOs held no outstanding options in 2024 .

Stock vested in 2024: Blazer acquired 24,155 shares on vesting; value realized $2,309,713 .

Equity Ownership & Alignment

• Beneficial ownership: 88,978 shares; less than 1% of outstanding; ASGN shares outstanding 43,917,659 as of March 31, 2025 .

• Ownership guidelines: NEOs must own ≥ 3× base salary; net shares from vesting must be retained until compliant; as of March 1, 2025, all directors and officers are in compliance .

• Hedging/pledging: Prohibited for directors and executive officers (no pledging as collateral, no hedging instruments) .

• RSUs/PSUs under Amended Plan: 26,773 RSUs/PSUs attributed to Blazer as of March 31, 2025 (PSUs at target) .

• Outstanding unvested stock awards at Dec 31, 2024:

  Award Type	Units Unvested	Market Value ($)
  Time-vesting RSUs (2022 tranche)	8,060	671,720
  Time-vesting RSUs (footnote 4)	10,103	841,984
  Footnote: The remaining third of the 2022 RSU award vested on January 2, 2025 .

• ESPP participation: 1,923 shares purchased since inception; dollar value $140,187 (based on applicable purchase dates) .

Employment Terms

• Employment agreement origin and amendment: Entered with Apex Systems in January 2007; amended most recently January 2025 in connection with transition to Executive Vice Chairman .

• Fixed benefits/perquisites: Car allowance $500/month; annual physical up to $1,500; tax prep/financial planning up to $2,500 .

• Confidentiality/non-solicitation: Named executives must comply during and after employment via employment/protective covenant agreements .

• Termination without cause (employment agreement): Salary continuation for 12 months; Company pays the difference between COBRA premiums and prior coverage costs for 12 months .

• Change-in-control severance plan (double trigger within 18 months of CIC): Blazer entitled to 275% of annual salary plus target bonus; pro rata bonus; after-tax COBRA premium payment; full vesting of outstanding equity on effectiveness of release; payments reduced if necessary to avoid excise tax .

• Estimated severance values (assuming termination on Dec 31, 2024; ASGN stock at $83.34):

  Component	Termination Without Cause ($)	Involuntary Termination within 18 months after CIC ($)	Death or Disability ($)
  Total Cash Severance (salary + target bonus)	990,000	6,261,750	990,000
  Value of Accelerated Equity Awards	841,984	2,905,232	—
  Insurance Premiums Costs	41,971	62,956	41,972
  Total Severance and Benefits	1,873,955	9,229,938	1,031,972

• Clawback: NYSE/Dodd-Frank compliant recoupment for three years preceding restatement; plus broader company policy allowing clawback for intentional/reckless misconduct causing restatement; no tax gross-ups in compensation arrangements .

Investment Implications

• Alignment: Strong alignment via ownership guidelines (≥3× salary), mandatory net-share retention, and prohibition on hedging/pledging; as of March 1, 2025 all executives are compliant . Clawback provisions and double-trigger CIC terms mitigate governance risk .
• Performance sensitivity: AIP tied to Adjusted EBITDA and revenue growth delivered modest 2024 payouts; 2022 PSUs paid at 37.7% after rTSR underperformance (21st percentile), evidencing pay-for-performance rigor and potential lower realized equity compensation when company underperforms .
• Retention and selling pressure: Front-loaded 2022 equity covering 2022–2024 reduced 2024 grant activity; vesting activity in early 2025 (8,060 RSUs) adds potential supply, with 10,103 RSUs remaining unvested at YE 2024; lack of options reduces forced-exercise selling dynamics . Transition to Executive Vice Chairman with ongoing advisory role and 12-month salary continuation upon convenience termination lowers immediate retention risk .
• CIC economics: A potential transaction would be costly given 275% cash multiple plus equity acceleration; however, double-trigger requirement and excise-tax cutback reduce shareholder exposure to windfalls .