John Berisford
About John Berisford
John L. Berisford, 61, is an independent director at Heidrick & Struggles International (HSII) since 2024. He served as President of S&P Global Ratings (2015–2022) and EVP at McGraw-Hill (2011–2015), following 22 years at PepsiCo including SVP, Human Resources at Pepsi Bottling Group (2005–2011). He sits on HSII’s Audit & Finance Committee (AFC) and Human Resources & Compensation Committee (HRCC) and is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&P Global Ratings | President | 2015–2022 | Led evolution toward data/analytics leadership |
| McGraw-Hill (S&P Global) | Executive Vice President | 2011–2015 | Corporate transformation initiatives |
| Pepsi Bottling Group (PepsiCo) | SVP, Human Resources | 2005–2011 | Led integration of Pepsi Bottling Group into PepsiCo; CHRO at PBG post-IPO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoStar Group, Inc. (CSGP) | Director | 2025–present | Current public board service |
| CRISIL Limited (CRISIL) | Director | 2015–2023 | Past public board service |
Board Governance
- Committees: AFC and HRCC; qualifies as SEC “audit committee financial expert.” Not a committee chair .
- Independence: Board determined Berisford and all non-employee directors to be independent under Nasdaq rules, Corporate Governance Guidelines, and Director Independence Standards .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings during their tenure; overall directors attended 99% of meetings in 2024 .
- Board leadership: Independent Chair (Adam Warby) since 2019; regular executive sessions for independent directors .
- Committee activity levels: AFC (6 meetings), HRCC (8), NGC (5) in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Increased from $85,000 effective May 23, 2024 |
| Committee chair fees | $0 | Only chairs receive fees; not applicable to Berisford |
| Board Chair fee | N/A | For Chair only; $125,000 annualized (context) |
| 2024 cash fees earned | $88,036 | Berisford deferred 100% via VDC Plan |
| Deferral program | Eligible | Directors may defer up to 100% of cash under VDC Plan |
Performance Compensation
| Equity Component | Grant Date | Type | Grant Value | Shares/Units | Price/Valuation | Vesting |
|---|---|---|---|---|---|---|
| Annual director equity | May 23, 2024 | Common stock | $149,972 | 4,188 shares | $35.81 (closing price) | Shares issued at grant (RSUs alternative vest at retirement) |
Performance metrics: Non-employee director equity awards are not performance-based; annual grants are RSUs that vest upon retirement or shares of common stock at grant. No EPS/EBITDA/TSR metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Sector/Relation to HSII | Potential Interlock/Conflict Notes |
|---|---|---|
| CoStar Group, Inc. (CSGP) | Real estate information services; not a client competitor to HSII’s leadership advisory | No related-party transactions disclosed; independence affirmed |
| CRISIL Limited (past) | India-based ratings/research (S&P affiliate historically) | Past service; no HSII related-party exposure disclosed |
Expertise & Qualifications
- Audit and finance: Designated audit committee financial expert; financially sophisticated under Nasdaq rules .
- Data and analytics: Led transformation of S&P Global toward information services and analytics .
- Human capital: CHRO experience at Pepsi Bottling Group; aligns with HSII’s leadership advisory focus .
- Strategic transformation and M&A integration: Corporate evolution and integration background .
Equity Ownership
| Holder | Beneficial Ownership (shares/RSUs) | % of Shares Outstanding | Composition | Pledging/Hedging |
|---|---|---|---|---|
| John L. Berisford | 8,814 | <1% | Includes RSUs that vest upon end of Board service | Hedging/pledging prohibited by policy |
- Director ownership guideline: 5x annual cash retainer within 3 years; as of March 27, 2025, all non-employee directors either met or are on track .
- No shares pledged: Company prohibits pledging; no pledging disclosed .
- Principal stockholders context: Top holders include BlackRock (16.47%), Vanguard (7.45%), Dimensional (6.40%) .
Governance Assessment
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Strengths
- Independence and committee roles: Independent director on AFC and HRCC with audit committee financial expert designation, supporting strong oversight of financial reporting and pay practices .
- Attendance and engagement: Robust overall meeting attendance (99%) and minimum thresholds met by all directors; Board maintains independent Chair and executive sessions, enhancing oversight .
- Pay alignment: Director pay mix combines cash ($90k) and equity ($150k) with optional deferral; Berisford deferred 100% of cash, indicating alignment with long-term focus .
- Ownership alignment: Director ownership guidelines and prohibition on hedging/pledging bolster investor alignment and risk controls .
- Conflicts: No related-party transactions requiring approval since Jan 1, 2024; formal policy for conflicts .
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Watch items
- External board seat (CoStar): Not a direct conflict with HSII’s advisory business, but monitor any HSII engagements with CoStar or its affiliates for potential perceived interlocks; currently no related-party exposure disclosed .
- Committee transitions: AFC chair to shift to Timothy Carter in April 2025; continue to monitor AFC oversight continuity; Berisford remains qualified financial expert .
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Overall view: Berisford’s deep audit/finance and human capital expertise, independence, and strong governance architecture (attendance, ownership policies, clawbacks, and anti-hedging/pledging) support board effectiveness and investor confidence, with low conflict risk based on current disclosures .