Rose Cunningham
ASGNAbout Rose Cunningham
Vice President, Chief Accounting Officer and Controller of ASGN; joined ASGN in 2013, promoted to VP Finance & Corporate Controller in 2014, and appointed Chief Accounting Officer in December 2022 . Age 50 as of March 31, 2025; 12 years with ASGN; CPA (inactive); B.S. in Accounting from Loyola Marymount University . Company performance context: 2024 pay-versus-performance table shows ASGN’s total shareholder return translating a $100 investment to $117.43, with Net Income of $175.2 million and “Performance Target Adjusted EBITDA” of $454.6 million . 2022 PSU cycle paid at 37.7% of target (average NOPAT growth achievement 62.7%, reduced by a -25% rTSR modifier at 21st percentile), underscoring stringent performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASGN | Assistant Controller; VP, Finance & Corporate Controller; Chief Accounting Officer (also Controller) | 2013–present (Assistant Controller Sep 2013; VP Jul 2014; CAO Dec 2022) | Leads financial reporting and controllership; executive signatory on SEC filings as CAO . |
| THQ Inc. | Senior Director, Financial Reporting; VP, Corporate Controller | 2005–2012 | Public-company reporting leadership at NASDAQ-listed interactive entertainment publisher . |
| Clearant, Inc. | Controller and other finance roles | 2002–2005 | Built accounting processes at a start-up biotechnology company . |
| Arthur Andersen LLP; Ernst & Young LLP | Auditor | 1998–2002 | Public accounting foundation (audit) . |
External Roles
No public company directorships or external board roles disclosed in ASGN’s 2025 proxy biography for Ms. Cunningham .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 310,425 | 341,000 | 350,000 |
| Bonus ($) | — | 50,000 | — |
| All Other Compensation ($) | 11,599 | 12,456 | 12,981 |
| Total Compensation ($) | 1,028,610 | 766,081 | 860,303 |
Notes:
- 2024 target annual cash incentive opportunity set at $262,500 (with threshold $157,500 and maximum $525,000) .
- 2024 salary increased to $350,000 from $341,000 in 2023 (+3%) .
Performance Compensation
2024 Annual Cash Incentive Design and Payout
| Component | Weight | Target ($) | Actual Payout ($) |
|---|---|---|---|
| Financial Targets | 80% | Included in $262,500 target | 102,638 |
| MBOs (individual objectives) | 20% | Included in $262,500 target | 89,250 |
| Total | 100% | 262,500 | 191,888 |
MBO elements and achievement in 2024: leverage tech advancements in accounting (20%), select new valuation expert (20%), DSO improvement (20%), accounting process efficiencies (20%), cross-functional accounting collaboration (20%); assessed at a mix of Super Stretch/Stretch/Target culminating in 150% of MBO target .
Estimated cash incentive opportunity (2024): Threshold $157,500; Target $262,500; Maximum $525,000 .
2024 Equity Grants (awarded for 2024 performance year)
| Award Type | Grant Date | Shares/Target (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSUs | Jan 2, 2024 | 1,515 | 144,940 | 1/3 each on Jan 2, 2025/2026/2027, service-based . |
| PSUs (NOPAT with rTSR modifier) | Mar 20, 2024 | Target 1,391 (Thresh 696; Max 2,782) | 160,494 | 3-year performance period; vesting at Dec 31, 2026 subject to goals . |
Equity incentive structure: RSUs vest one-third annually; PSUs measured on 3-year average NOPAT growth with rTSR modifier vs a defined comparator group; number of shares determined by dividing grant value by close price on grant date .
PSU Program Design and Realization
| Element | Design Details |
|---|---|
| NOPAT Growth Goal (3-year avg) | 200% payout at ≥12%; 100% at 2%; 50% at (13.5)%; 0% below (13.5)% . |
| rTSR Modifier | +25% at ≥75th percentile; 0% between 40th–60th; -25% at ≤25th percentile (interpolated) . |
| 2022 Cycle Outcome | NOPAT average achievement 62.7%; rTSR at 21st percentile; net payout 37.7% of target . |
2024 Vesting Activity
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (stock awards) | 3,531 |
| Value realized on vesting ($) | 330,164 |
| Stock options outstanding | None (NEOs held no options in 2024) . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Rose L. Cunningham | 7,059 | <1% |
Notes: No additional shares issuable within 60 days; 43,917,659 shares outstanding; percent calculated per proxy methodology .
Outstanding Unvested Awards (as of Dec 31, 2024; valued at $83.34 close)
| Award | Count (#) | Market Value ($) |
|---|---|---|
| Time-vested RSUs (2022 grant – remaining third vested Jan 2, 2025) | 335 | 27,919 |
| Time-vested RSUs (2023 grant – 2nd third vested Jan 2, 2025; final third vests Jan 2, 2026) | 1,111 | 92,591 |
| Time-vested RSUs (2024 grant – one-third vested Jan 2, 2025; remaining vests Jan 2, 2026 & 2027) | 1,515 | 126,260 |
| Time-vested RSUs (other) | 420 | 35,003 |
| 2023 PSUs (target) – eligible to vest Jan 2, 2026 | 1,740 | 145,012 |
| 2024 PSUs (target) – eligible to vest Dec 31, 2026 | 1,391 | 115,926 |
Forward Vesting and Insider Supply Cadence
| Grant | Next Vesting/Event | Notes |
|---|---|---|
| 2023 RSUs | Jan 2, 2026 | Final third, service-based . |
| 2024 RSUs | Jan 2, 2026 and Jan 2, 2027 | Remaining two-thirds, service-based . |
| 2023 PSUs | Jan 2, 2026 (following 3-year period ending Dec 31, 2025) | Subject to NOPAT goal and rTSR modifier . |
| 2024 PSUs | Dec 31, 2026 | Subject to NOPAT goal and rTSR modifier . |
Ownership Policies and Restrictions
- Executive ownership guidelines: 3x base salary for non-CEO NEOs; executives must retain net shares until compliant; all directors and officers in compliance as of March 1, 2025 .
- Hedging and pledging prohibited for directors and executive officers (no pledging as collateral, no hedging instruments); policy in force company-wide .
Employment Terms
Contract Status and Severance Framework
- No employment agreement; entered into a letter agreement in April 2023 providing severance if terminated by the Company not for cause .
- Company maintains a Change in Control Severance Plan; exhibits updated effective Dec 31, 2024 .
- Estimated benefits (as if terminated Dec 31, 2024; close price $83.34) :
| Scenario | Cash Severance ($) | Accelerated Equity Value ($) | Insurance Premiums ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause | 350,000 | 72,867 | 39,591 | 462,458 |
| Involuntary termination within 18 months after a CIC (double-trigger) | 459,375 | 72,867 | 59,386 | 591,628 |
Additional: Participation in the non-qualified Deferred Compensation Plan; 2024 year-end balance $137,878; 2024 earnings $15,736; no 2024 contributions reported for Ms. Cunningham .
Investment Implications
- Pay-for-performance alignment: 50% of 2024 equity grant value delivered as PSUs tied to 3-year NOPAT growth with rTSR modifier; 2022 PSU outcome (37.7% of target) evidences a stringent design and downside sensitivity if growth/relative performance underwhelm .
- Near-term selling pressure windows: predictable service-based RSU vests on Jan 2, 2026 and Jan 2, 2027; performance-based PSU events in early 2026 (2023 cycle) and year-end 2026 (2024 cycle), subject to goal attainment .
- Ownership and risk controls: beneficial ownership of 7,059 shares (<1%); company prohibits hedging/pledging and enforces 3x salary ownership guideline (all executives compliant as of Mar 1, 2025), which mitigates misalignment risks despite modest share count .
- Retention and change-in-control: relatively moderate severance economics (no large cash multiples) and double-trigger CIC protection should contain parachute risk while supporting retention; insurance continuation and limited equity acceleration further temper windfall potential .
- Execution focus: 2024 bonus driven 80% by financial targets and 20% by MBOs; her MBOs emphasize DSO improvement, process efficiencies, and accounting technology, aligning her incentives with working capital discipline and operational controls—key levers for ASGN cash conversion and earnings quality .