Adam Warby
About Adam Warby
Adam Warby, 64, is the independent Chair of the Board at Heidrick & Struggles (HSII), serving as a director since 2018 and as independent Chair since June 6, 2019 . He brings 35+ years of leadership in technology and professional services, including CEO of Avanade and senior roles at Microsoft, and currently holds multiple public board positions, including Chair roles at Ocado Group and SoftwareOne and a directorship at KKR & Co. . The Board deems him independent under HSII’s standards and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanade Inc. | Chief Executive Officer | 2008–2019 | Led global digital transformation delivery; now CEO Emeritus (2019–present) |
| Avanade Inc. | EVP, Europe; EVP, Americas | 2001–2008 | Senior P&L leadership across regions |
| Microsoft/Avanade | General Manager roles | 1991–2000 | Enterprise services leadership and field operations |
| KKR & Co. Inc. | Senior Advisor | 2020–present | Technology and operating expertise to portfolio/board contexts |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Ocado Group (OTCMKTS: OCDDY) | Chair | 2024–present | Public company chair role |
| SoftwareOne Holding AG (SWON: SWX) | Chair | 2023–present | Public company chair role |
| KKR & Co. Inc. (NYSE: KKR) | Director | 2020–present | Public company directorship |
| SimCorp A/S (Nasdaq Copenhagen: SIM) | Director (past) | 2017–2023 | Past public company board service |
Board Governance
- Role and independence: Independent Chair since 2019; coordinates independent directors’ activities, moderates executive sessions, and facilitates Board communications; CEO attends by invitation only . The Board determined Mr. Warby and all non-employee directors (except the CEO) are independent under HSII’s standards and Nasdaq rules .
- Committees: As Chair, Warby is an ex officio member of the Audit & Finance (AFC), Human Resources & Compensation (HRCC), and Nominating & Governance (NGC) Committees and is excluded from discussions on Chair compensation .
- Meetings and attendance: The Board held 6 meetings in 2024; AFC 6, HRCC 8, NGC 5. Directors attended 99% of meetings; each director attended at least 75% of Board and committee meetings during their tenure; all directors attended the 2024 annual meeting .
- Governance practices and oversight: Regular executive sessions for independent directors; director stock ownership guidelines; annual Board/committee self-evaluations; NGC oversees other board memberships/limits; robust related-party policy; no related-party transactions since Jan 1, 2024 .
- Shareholder sentiment: Say‑on‑pay support was ~95.2% at the 2024 annual meeting, indicating strong investor alignment on compensation design .
Quantitative governance snapshot
| Item | 2024 Level |
|---|---|
| Board meetings | 6 |
| Committee meetings | AFC 6; HRCC 8; NGC 5 |
| Attendance | 99% overall; each director ≥75% |
Fixed Compensation
Warby’s 2024 non-employee director compensation (Board Chair)
| Component | Detail |
|---|---|
| Cash retainers | $203,215; includes pro‑rata Board Chair retainer of $100,000 through May 22, 2024 and $125,000 effective May 23, 2024 |
| Annual equity grant | $149,972; 4,188 RSUs granted May 23, 2024 at $35.81; director RSUs remain unvested until retirement from the Board |
| Total | $353,187 (cash + equity) |
| Program parameters (2024 changes) | Standard director cash retainer increased to $90,000; annual director equity increased to $150,000; Board Chair retainer increased to $125,000 (effective May 2024) |
| Deferrals | Directors may defer up to 100% of cash fees under HSII’s Voluntary Deferred Compensation Plan |
Performance Compensation
Directors do not receive performance-based bonuses; director equity is time/service-based (RSUs or shares). Performance-based PSUs and MIP metrics apply to executives, not directors.
| Performance Metric | Applies to HSII Directors? | Evidence |
|---|---|---|
| Annual cash bonus tied to performance | No | Director pay is cash retainer + equity; no director bonus disclosed |
| PSUs with performance metrics (e.g., Adjusted EBITDA Margin, R‑TSR) | No (executive program) | PSU metrics are described for executives; director equity is RSUs/shares |
Other Directorships & Interlocks
| Company | Type | Role/Chair | Potential Interlock Consideration |
|---|---|---|---|
| Ocado Group (public) | Client/supplier overlap not disclosed | Chair | No HSII related‑party transactions disclosed in 2024 |
| SoftwareOne Holding AG (public) | Client/supplier overlap not disclosed | Chair | No HSII related‑party transactions disclosed in 2024 |
| KKR & Co. Inc. (public) | Sponsor/portfolio ecosystem | Director and KKR Senior Advisor | No HSII related‑party transactions disclosed in 2024; NGC oversees other board memberships/limits |
Expertise & Qualifications
- Technology and digital transformation leadership (Avanade CEO; Microsoft GM roles), directly relevant to HSII’s client base and strategy .
- Global P&L leadership, customer-focused delivery, and governance experience as public company Chair and director (Ocado, SoftwareOne, KKR) .
- Brings a “digital mindset” and practical application of technology to boardrooms undergoing transformation, aligned with HSII’s advisory positioning .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 32,660 shares (includes director RSUs counted as beneficial ownership) |
| Of which RSUs (vest on termination of Board service) | 27,660 RSUs included in beneficial ownership for Mr. Warby |
| Ownership as % of outstanding | <1% (individual line denoted “*”) |
| Director ownership guidelines | 5x annual cash retainer within three years of joining Board; as of March 27, 2025, each non‑employee director has either satisfied or is on track |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
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Strengths
- Independent Chair structure with clear separation from management; ex officio coverage across all committees; strong attendance and robust governance controls (related‑party policy; executive sessions; stock ownership guidelines) .
- Director pay design aligns with shareholders via equity; ability to defer cash; no tax gross‑ups; prohibitions on hedging/pledging enhance alignment .
- Strong shareholder support for executive pay (95.2% SOP) indicates broader investor confidence in Board’s oversight of compensation .
-
Watch items
- Multiple concurrent public board roles (Ocado Chair, SoftwareOne Chair, KKR director) increase time commitments; NGC oversees limits on directorships and independence was affirmed; no related‑party transactions reported since Jan 1, 2024, but continued oversight is prudent given KKR ecosystem breadth .
- Director equity primarily in RSUs that vest upon board departure—strong retention mechanism, but limited performance linkage at the director level (appropriate for independent directors; performance metrics remain in the executive program) .
-
RED FLAGS
- None disclosed: no related‑party transactions; no hedging/pledging; attendance robust; no director‑specific pay anomalies identified in 2024 .