Angel Martinez

About Angel Martinez

Angel R. Martinez, age 70, has served as an independent director of Korn Ferry since 2017 and is a member of the Audit Committee. He is the former Executive Chairman, CEO, and President of Deckers Brands, and brings 27+ years of public company board experience; he also serves on the board of Genesco Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
Deckers Brands	Executive Chairman	2008–2016	Led governance and strategic oversight as board chair
Deckers Brands	Non-Executive Chairman	2016–2017	Oversight continuity post-executive role
Deckers Brands	Chief Executive Officer and President	Apr 2005–Jun 2016	Senior leadership of global footwear/apparel company
Keen LLC	President, CEO and Vice Chairman	Apr 2003–Mar 2005	Operating leadership in outdoor footwear
The Rockport Company	Chief Executive Officer and President	1995–1999	Brand and P&L leadership in footwear
Reebok International Ltd.	EVP & Chief Marketing Officer; President, Fitness Division; VP Global Biz Dev; VP Marketing	1983–1995 (various)	Product/marketing and global expansion leadership

External Roles

Organization	Role	Type	Notes
Genesco Inc.	Director	Public company	Current public board; consumer footwear/apparel exposure
Oofos, Inc.	Director/Advisor (not specified)	Private company	Listed as “Other Companies” in biography

Board Governance

Committee assignments: Audit Committee member (not chair). Audit held 7 meetings in FY2025; the Board held 5 meetings. All incumbent directors attended ≥75% of Board and relevant committee meetings in FY2025.
Independence: The Board determined Martinez is “independent” under NYSE standards; committees are 100% independent. Regular executive sessions of independent directors are held.
Board structure: Independent non-executive Chair (Jerry P. Leamon). Majority voting in uncontested director elections; annual elections; no poison pill; stockholders can call special meetings (25% threshold).
Engagement: Ongoing shareholder engagement; 2024 say-on-pay support ~97%.

Fixed Compensation

Component (FY2025)	Amount (USD)	Notes
Annual director cash retainer	$95,000	Standard non-employee director fee
Committee fee (Audit Committee member)	$10,000	Audit member fee; increases to $12,000 beginning FY2026
Equity award (RSUs – annual grant)	$184,748	Granted at the annual meeting; vests before next annual meeting; most directors elected deferral; Martinez participated in annual RSU program
Dividends on unvested RSUs	$8,353	“All Other Compensation” reflects dividends on unvested RSUs
Total FY2025 director compensation	$298,101	Cash + equity + dividends

Program design: FY2025 non-employee director equity award targeted at ~$185,000 in RSUs (increased to $200,000 in FY2026). Directors may elect to receive annual cash retainer/committee fees in RSUs; several directors elected RSUs/deferral in FY2025.

Performance Compensation

Non-employee directors do not receive performance-based equity; annual director equity is time-based RSUs vesting the day before the next annual meeting (with optional deferral). No director KPIs or TSR metrics apply to Martinez’s board compensation.

Equity Element	Units/Value	Vesting	Notes
Annual RSU grant (FY2025)	$184,748	Vests day before 2025→2026 annual meeting	RSUs may be deferred; most directors deferred settlement in FY2025

Other Directorships & Interlocks

Company	Role	Interlock/Conflict Considerations
Genesco Inc.	Director	No related-party transactions disclosed between KFY and Genesco; KFY policy prohibits hedging/pledging and sets related-person transaction controls via Audit Committee.
Oofos, Inc.	Director/Advisor (not specified)	No KFY-related transactions disclosed.

Expertise & Qualifications

Extensive senior leadership: Executive Chairman, CEO, President at Deckers; CEO roles at Rockport and Keen.
Product and marketing depth: Nearly 45 years across footwear and apparel; EVP/CMO at Reebok; significant brand-building expertise.
Corporate governance: 27+ years public board experience; prior Tupperware board service; current Genesco director.

Equity Ownership

Item	Amount	Detail
Total beneficial ownership	29,280 shares	Includes deferred/RSU positions noted below; <1% of shares outstanding
Percent of class	<1%	Company reports “*%” (less than 1% of 52,327,612 shares)
Fully vested deferred stock units	3,890 units	Deferred until retirement from the Board
RSUs vesting Sept 17, 2025	2,550 units	Annual grant vests before next annual meeting; deferral election available
Ownership policy	3x annual cash retainer	Directors must hold 3x annual retainer; retain 75% of net shares until compliant; hedging/pledging prohibited

Governance Assessment

Board effectiveness: Martinez strengthens audit and financial oversight through Audit Committee service; Board has robust independence and executive sessions—positive for investor confidence.
Alignment and pay mix: Director compensation is balanced (cash + time-based RSUs), with optional deferral enhancing long-term alignment; no performance-linked director pay reduces risk of short-termism.
Independence and conflicts: Independent under NYSE standards; no related-party transactions disclosed involving Martinez; company-wide prohibitions on hedging/pledging mitigate alignment risks.
Attendance/engagement: All incumbent directors met ≥75% attendance in FY2025; Audit Committee met 7 times—signals active oversight, though individual attendance is not separately disclosed.
Shareholder signals: Say-on-pay support ~97% in 2024 indicates positive investor sentiment toward governance and compensation practices.
RED FLAGS
- None disclosed for Martinez: No related-party transactions, no hedging/pledging, no tax gross-ups, and no director overboarding (Martinez has one other public company board).