Ted Hanson
ASGNAbout Ted Hanson
Ted Hanson, 57, is ASGN’s Chief Executive Officer (since May 2019) and a director (since June 2019). He holds a B.S. in Accounting and Business Management from Virginia Tech and an MBA from Virginia Commonwealth University . Under his tenure, ASGN pivoted toward higher-value IT consulting: consulting revenue reached 58% of total in 2024, margins met or exceeded guidance, and $327.2M of buybacks were executed under a $750M authorization . Pay-versus-performance shows cumulative TSR value of a $100 investment at $117.43 in 2024, with Performance-Target Adjusted EBITDA of $454.6M in 2024 versus $526.9M in 2023 and $550.9M in 2022, and net income of $175.2M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASGN Incorporated | Chief Executive Officer and Director | 2019–Present | Led strategic shift to high-value IT consulting, capital allocation, and equity strategy . |
| ASGN Incorporated | President | 2016–2021 | Oversaw operations and growth initiatives . |
| Apex Systems, Inc. | Chief Financial Officer | 2001–2012 | Financial leadership pre/post ASGN acquisition . |
| Apex Systems, Inc. | Corporate Controller | 1998–2001 | Built financial reporting capabilities . |
| Property Technologies Ltd. | Chief Financial Officer | 1996–1998 | CFO for voice/data solutions firm . |
| Keiter, Stephens, Hurst, Gary & Shreaves | CPA | 1991–1996 | Public accounting experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virginia Tech Pamplin School of Business | Advisory Council | N/A | Academic-industry advisory engagement . |
| Apex Center for Entrepreneurs, Virginia Tech | Director | N/A | Entrepreneurship ecosystem support . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,025,000 | 1,050,000 | 1,050,000 |
| Target Annual Cash Incentive (% of salary) | 140% (as of 2023) | 140% | 140% |
| Actual Annual Cash Incentive Paid ($) | 2,663,719 | 441,000 | 1,089,273 |
Notes:
- Mr. Hanson’s employment agreement minimum base salary is $850,000, increased to $1,050,000 effective Jan 1, 2023 .
- Target and maximum bonus each increased to 140% in 2023 .
Performance Compensation
Annual Cash Incentive Structure and 2024 Results
| Component | Weighting | Threshold | Target | Max | Actual Result | Payout Achieved |
|---|---|---|---|---|---|---|
| Adjusted EBITDA YoY Growth | 80% (financial basket) | -13.5% | -3.5% | 4.0% | -12.1% | 45.7% |
| Revenue YoY Growth | 20% (financial basket) | -11.5% | -1.5% | 4.5% | -7.9% | 61.7% |
| MBOs (Strategic Plan & Succession) | 20% total program weight | — | Target (100%) | Super Stretch (200%) | Assessed at 175% | 175% |
| 2024 Cash Incentive Payout ($) | — | — | — | — | — | 1,089,273 |
Design notes:
- Threshold payout level increased to 40% in 2024 to align with market; max capped at 200% of target .
- Financial targets informed by internal plans and external market estimates .
Equity Awards (2024 Grants)
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSUs | Jan 2, 2024 | 24,250 | 2,319,998 | Time-based vesting in 3 equal tranches on Jan 2, 2025/2026/2027 . |
| PSUs (NOPAT growth + rTSR modifier) | Mar 20, 2024 | Target 33,406; Threshold 16,703; Max 66,812 | 3,854,384 | Three-year average NOPAT growth with ±25% TSR modifier vs comparator group; eligible to vest Dec 31, 2026 . |
PSU performance schedule:
- 200% payout at ≥12.0% average NOPAT growth; 100% at 2.0%; 50% at -13.5%; < -13.5% = 0% .
- rTSR modifier: +25% at ≥75th percentile; -25% at ≤25th percentile; linear between 60th–75th and 40th–25th percentiles .
Historic PSU outcome:
- 2022 PSU cycle certified at 37.7% after rTSR reduction (21st percentile) and average NOPAT outcomes of 188%, 0%, 0% for 2022–2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 305,107 shares (<1%) as of Mar 31, 2025 . Shares outstanding: 43,917,659 . |
| Outstanding Unvested RSUs (12/31/2024) | 4,836 (2022 grant, final third vested 1/2/2025); 16,492 (2023 grant, final third vests 1/2/2026); 24,250 (2024 grant, remaining tranches on 1/2/2026 and 1/2/2027) . |
| Outstanding PSUs (Target) | 38,739 (2023 PSU, eligible 1/2/2026); 33,406 (2024 PSU, eligible 12/31/2026) . |
| Options | None outstanding; Company does not currently grant options/SARs . |
| Ownership Guidelines | CEO must hold shares equal to 5x base salary; all directors/officers in compliance as of Mar 1, 2025 . |
| Hedging/Pledging | Prohibited for directors and executive officers under company policy . |
| Deferred Compensation | DCP balance $949,408; 2024 earnings $12,716; no 2024 contributions; lump-sum distribution upon change in control per DCP . |
Potential selling pressure signals:
- Scheduled vesting dates: RSUs on Jan 2 annually; PSUs certification for 2023 award on Jan 2, 2026 and 2024 award on Dec 31, 2026 (subject to performance) . Insider trading policy governs windows and prohibits hedging/pledging .
Employment Terms
| Provision | Summary |
|---|---|
| Base & Bonus Terms | Employment agreement (June 2019) minimum base salary $850,000; increased to $1,050,000 effective Jan 1, 2023; target and max bonus each set to 140% from 2023 . |
| Severance (No Cause/Good Reason or Non-Renewal) | 150% of base salary paid over 18 months; COBRA premiums for 18 months . Death/Disability: 100% of base over 12 months; COBRA 18 months . |
| Change-in-Control (Double Trigger) | Pro rata bonus at 100% target for year of termination; 300% of annual salary + target bonus; lump-sum after-tax COBRA (18 months); full acceleration of equity upon release . |
| Estimated Severance Values (12/31/2024) | Termination without cause: $3,286,157 total; Involuntary termination within 18 months of CIC: $19,440,582 total; Death/Disability: $1,109,386 total . |
| Clawbacks | SEC-compliant recovery policy plus broader discretionary clawback for misconduct/restatements; applies to incentive comp and equity . |
| Perquisites | $500/month auto allowance; up to $1,500 annual physical; up to $2,500 tax prep/financial planning . |
| Deferred Comp Plan | Nonqualified DCP allows deferral of up to 100% bonus and 75% salary; no company match; lump-sum payout upon CIC; unsecured claims in insolvency . |
Board Governance and Director Service
- Board tenure and role: Hanson has been a director since June 2019; currently CEO and director; not independent (only non-independent director) .
- Leadership structure: Independent Chair (Arshad Matin); CEO serves as director but not a committee member, supporting independent oversight and CEO performance evaluation .
- Committees: Compensation, Audit, Nominating & Corporate Governance, Strategy & Technology (Hanson not a member) .
- Independence and meetings: Board determined all members except Hanson are independent; directors attended meetings per policy, with minor exceptions in 2024; independent sessions held regularly .
- Director compensation: CEO receives no additional compensation for board service; director pay structure outlined for non-executives .
- Stock ownership/pledging: Director guideline is 5x retainer; hedging and pledging prohibited; all directors and officers compliant as of Mar 1, 2025 .
Dual-role implications:
- Separation of Chair and CEO mitigates concentration of power and independence concerns; Hanson’s non-participation in committees and independent Chair structure provide governance balance .
Compensation Structure Analysis
- Pay mix and design: High proportion of variable, performance-based pay via annual cash incentives and PSUs tied to NOPAT growth and rTSR; RSUs provide retention .
- Target stringency: 2024 financial targets required outperformance to reach maximum; threshold payout adjusted to 40% to align with market norms amid macro headwinds .
- Equity risk profile: Shift away from options; RSUs/PSUs dominant; PSUs include a robust rTSR modifier and three-year performance horizon .
- Governance safeguards: Double-trigger CIC; no excise tax gross-ups; clawback policies exceeding SEC baseline; prohibition on hedging/pledging .
Multi-Year CEO Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,025,000 | 1,050,000 | 1,050,000 |
| Stock Awards (Grant Date Fair Value) | 4,710,065 | 5,344,802 | 6,174,382 |
| Non-Equity Incentive Plan | 2,663,719 | 441,000 | 1,089,273 |
| All Other Compensation | 21,581 | 22,456 | 22,981 |
| Total | 8,420,365 | 6,858,258 | 8,336,636 |
Pay vs Performance Indicators
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 335,421 | 3,796,216 | 4,453,578 |
| ASGN TSR (Value of $100) | 114.81 | 135.51 | 117.43 |
| Net Income ($M) | 268.1 | 219.3 | 175.2 |
| Performance-Target Adjusted EBITDA ($M) | 550.9 | 526.9 | 454.6 |
Say-on-Pay support: 99.2% FOR in 2024, with continued program alignment and minor design changes .
Related Party Transactions
- Apex Systems employs Christopher Hanson (CEO’s brother) as Consulting Services Director since 2015; compensation commensurate, and he does not report to nor is his compensation directed by the CEO; Audit Committee oversees related-party processes .
Equity Plans and Overhang Considerations
- Share reserves: As of Mar 31, 2025, 295,525 shares remained under the main plan; Board proposed adding 3.5M shares and extending plan to 2035 subject to shareholder approval .
- ESPP: Proposed addition of 4M shares to ESPP; 198,256 shares remained as of Mar 31, 2025 .
Investment Implications
- Alignment: Significant unvested RSUs and PSUs, stringent three-year PSU metrics and rTSR modifier, and strict ownership/anti-hedging policies create strong alignment and reduce hedging/pledging risks .
- Retention: Multi-year vesting cadence (Jan 2 RSU tranches; late-2026 PSU certifications) and double-trigger CIC with full equity acceleration support retention; severance multiples (3x salary+bonus under CIC) are material .
- Trading signals: Anticipate potential increased insider activity around scheduled vestings/certifications subject to trading windows (RSUs vest annually on Jan 2; 2023 PSUs on Jan 2, 2026; 2024 PSUs on Dec 31, 2026) . Insider policy strictly governs such transactions .
- Governance: Independent Chair, non-committee role for CEO, and strong say-on-pay support (99.2%) indicate constructive governance posture; related-party oversight processes in place .
- Overhang: Proposed equity plan and ESPP share increases could modestly elevate dilution; however, full-value award fungible pool and anti-repricing measures protect shareholder interests .