Tom Murray
About Tom Murray
Tom Murray, 50, is President of Heidrick & Struggles (HSII), appointed effective March 4, 2024, after leading the firm’s global executive search operations and technology & services practices since joining in 2018; prior roles included Chief Talent Officer and SVP Global HR at Dell and Chief Talent Officer at EMC . In 2024, his annual incentive (MIP) paid at 132.4% of target ($1,241,250), reflecting above-target performance on quantitative and qualitative objectives; standard PSUs for NEOs are tied 50/50 to Adjusted EBITDA Margin and Relative TSR vs a peer group, aligning pay with growth and shareholder returns . His 2024 equity awards combined RSUs and performance-based PSUs (including a one-time promotional PSU grant with stock-price hurdles), reinforcing pay-for-performance and multi-year vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heidrick & Struggles | President | 2024–present | Led global executive search operations; drove increased performance in Search and restructuring in Consulting |
| Heidrick & Struggles | Global Managing Partner, Executive Search (Regions) | 2022–2024 | Member of global management committee; accountable for global client operations |
| Heidrick & Struggles | Global Managing Partner, Global Technology & Services | 2021–2022 | Led technology & services practice globally |
| Heidrick & Struggles | Americas Managing Partner, Global Tech & Services | 2020–2021 | Regional leadership for tech & services |
| Heidrick & Struggles | Partner, Global Tech & Services | 2018–2020 | Senior client advisory role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell | Chief Talent Officer; SVP Global HR | Pre-2018 | Led succession planning, talent acquisition, L&D, and HR for global sales/marketing |
| EMC | Chief Talent Officer | Pre-2016 | Enterprise talent leadership prior to EMC’s merger with Dell |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 750,000 | Per employment agreement |
| MIP Target | 937,500 | Annual incentive target set by HRCC |
| Actual MIP Paid | 1,241,250 | 132.40% of target based on company and individual performance |
Performance Compensation
Annual LTI (2024 grants)
| Award Type | Grant Date | Shares (Target) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Mar 8, 2024 | 22,638 | 749,997 | 3 equal annual installments, service-based | N/A (time-based) |
| Standard PSUs | Mar 8, 2024 | 22,638 (Target); 45,276 (Max) | 1,000,034 | Earn after 3-year performance period | 50% Adjusted EBITDA Margin, 50% Relative TSR vs peer group; payouts capped at 200% |
| One-time Promotional PSUs | Mar 8, 2024 | 32,383 (Target) | 633,323 | Four equal annual vesting tranches contingent on stock price hurdles | Stock price hurdle vesting (30 consecutive trading days): 125% ($38.60) by Mar 8, 2025; 150% ($46.32) by Mar 8, 2026; 175% ($54.04) by Mar 8, 2027; 200% ($61.76) by Mar 8, 2028 |
Promotional Performance Cash Award
- Up to $1,000,000 payable in two installments on the first and second anniversaries of March 4, 2024, subject to performance goals and continued employment; first payment not less than $500,000 .
Annual Incentive (MIP) Design
- Weighting: 70% quantitative financial measures; 30% qualitative objectives; payouts capped at 200% of target .
- 2024 qualitative accomplishments for Murray included Search performance increase, Consulting restructuring, and change management wins in assessment; overall payout 132.40% of target .
Equity Ownership & Alignment
Outstanding Equity at FYE 2024 (Market price $29.53)
| Year | Unvested RSUs (#) | Market Value ($) | Unvested PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2022 | 872 | 25,750 | 8,802 | 259,923 |
| 2023 | 12,337 | 364,312 | 45,276 | 1,337,000 |
| 2024 | 22,638 | 668,500 | 32,383 | 956,270 |
Merger-related treatment and values (as of Oct 6, 2025; $59.00 per share)
| Award Type | Units (#) | Estimated Value ($) | Notes |
|---|---|---|---|
| RSUs | 40,479 | 2,419,985 | Includes $31,724 accrued dividends |
| PSUs | 108,000 | 6,456,938 | Assumes 100% for stock-price PSUs; 200% for other PSUs; includes $76,843 accrued dividends |
- Stock Ownership Guidelines: CEO 5× salary; other NEOs (incl. Murray) 2× salary; retain 50% of net-after-tax vested RSUs/PSUs until compliant; as of 12/31/2024, NEOs were on track to meet guidelines .
- Hedging/Pledging: Prohibited for officers/directors/employees; no margin or hedging instruments allowed .
- No stock options outstanding; equity mix is RSUs and PSUs .
Employment Terms
- Offer Agreement: 2024 compensation package includes salary, annual cash bonus, and annual LTI; plus one-time promotional PSU ($1,000,000 fair value) and performance cash award (up to $1,000,000, with ≥$500,000 first installment) .
- Reassignment Provision: If Murray returns to a non-executive commercial role, guaranteed minimum comp for first two fiscal years (≥$350,000 salary and ≥$2,000,000 bonus, prorated first year); HRCC may cancel unvested promotional awards and latest LTI upon reassignment .
Change-in-Control (CIC) Severance Plan (policy framework)
- 2.0× multiple of base salary + target bonus (CEO 2.5×), plus prorated target bonus; double-trigger equity vesting; up to 12 months of health coverage; legal fee reimbursement; no excise tax gross-ups (participants may elect cutback to avoid excise tax) .
- Restrictive covenants apply (client account restrictions, competitor services, non-solicitation) as condition to benefits .
Termination Following a Change in Control (as of 12/31/2024, illustrative)
| Component | Amount ($) |
|---|---|
| Base Salary | 1,500,000 |
| Management Bonus | 1,875,000 |
| Prorated Bonus | 937,500 |
| Continued Health Coverage | 29,049 |
| Vesting of Outstanding RSUs and PSUs | 2,683,332 |
| Total | 7,024,881 |
Merger-related “Golden Parachute” Quantification (assumed 12/31/2025 Effective Time; $59/share; Qualifying Termination)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash Severance | 4,314,000 | 2.0× multiple (base $3,376,000 + prorated bonus $938,000) |
| Equity Acceleration | 8,876,923 | RSUs $2,419,985; PSUs $6,456,938 (incl. accrued dividends) |
| Perquisites/Benefits | 43,980 | 12 months healthcare at active rates |
| Total | 13,234,903 | Item 402(t) quantification |
- Merger Equity Treatment: All RSUs/PSUs canceled and cashed out for $59/share plus accrued dividends immediately prior to Effective Time (single-trigger) .
- Tax Reimbursement Agreements: Parent permitted tax reimbursement arrangements for executives (aggregate cap $25,000,000) to make executives whole on 4999 excise taxes; mitigation strategies include accelerating income/vesting in 2025 .
Investment Implications
- Alignment and pay-for-performance: Significant portion of Murray’s compensation is variable (MIP and PSUs) with PSUs tied to EBITDA margin and relative TSR, and a separate stock-price hurdle PSU program vesting only on sustained price levels; 2024 MIP paid 132.4% of target, evidencing above-target execution .
- Retention vs liquidity: Near-term retention supported by the two-tranche promotional performance cash award (≥$500k first installment) and multi-year PSU vesting; merger cash-out of all RSUs/PSUs creates immediate liquidity but management indicates intent to co-invest alongside sponsors post-close, supporting alignment in the private entity .
- Governance safeguards: No hedging/pledging and stock ownership guidelines (2× salary for NEOs) mitigate misalignment; robust clawbacks (Dodd-Frank and misconduct) cover incentive pay .
- Red flags/watch items: Merger permits tax reimbursement agreements up to $25M to offset excise taxes, a shareholder-unfriendly feature versus prior “no gross-up” policy; single-trigger equity cash-out at closing may reduce at-risk equity, though co-investment commitments partially offset alignment concerns .