Doyle Beneby
Director at KFY
Board
About Doyle N. Beneby
Independent director at Korn Ferry since 2015; age 65; Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Personnel Committee. Former CEO of CPS Energy and Midland Cogeneration Venture, with 35+ years in the energy industry. The Board classifies him as independent under NYSE rules. In FY2025, the Board met 5 times and all incumbent directors (including Mr. Beneby) attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midland Cogeneration Venture | President & CEO | Nov 2018 – Sept 2022 | Led a large combined heat and power facility; senior operating leadership in energy infrastructure |
| New Generation Power International | Chief Executive Officer | Nov 2015 – May 2016 | Start-up renewable energy leadership |
| CPS Energy | President & CEO | July 2010 – Nov 2015 | Ran the largest U.S. municipal electric and gas utility |
| Exelon Generation/Exelon Power | President, Exelon Power; SVP, Exelon Generation; VP roles | 2008 – 2010 (SVP/President); 2005 – 2008 (VP) | Senior leadership across generation operations |
| PECO Energy | Vice President, Electric Operations | 2005 – 2008 | Utility operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Quanta Services (NYSE: PWR) | Director; Chair of the Board | Current (Chair role noted) | Energy infrastructure services; Mr. Beneby serves as board chair |
| West Fraser Timber Co. Ltd. (TSX/NYSE: WFG) | Director | Current | Global wood products manufacturer |
| Northland Power Inc. (TSX: NPI) | Director | Current | Canadian power producer (renewables and generation) |
| Capital Power Corporation (TSX: CPX) | Director (Prior) | Apr 2012 – Apr 2024 | Prior Canadian IPP board service |
| Midland Business Alliance | Board (Prior) | Jan 2019 – Dec 2023 | Local economic development body |
Board Governance
- Independence: Board determined Mr. Beneby is independent under NYSE standards; all standing committees are fully independent.
- Committee assignments (FY2025):
- Nominating & Corporate Governance Committee – Chair (4 meetings in FY2025).
- Compensation & Personnel Committee – Member (7 meetings in FY2025).
- Board activity and attendance: Board held 5 meetings in FY2025; all incumbent directors attended ≥75% of Board and applicable committee meetings; directors expected to attend annual meeting (all then-serving directors attended 2024 AGM).
- Leadership structure: Independent, non-executive Chair (Jerry P. Leamon); regular executive sessions of independent directors.
- Evaluations and education: Annual Board and committee self-evaluations; ongoing director education and annual strategic off-site.
- Service limits: Other directors may serve on up to three additional public company boards (in addition to Korn Ferry). Mr. Beneby serves on three, within the guideline.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee Chair fee | $12,500 | Increases to $18,000 beginning FY2026 |
| Audit/Compensation member fees | N/A for Compensation; Audit member fee is $10,000 (not applicable to Mr. Beneby) | Mr. Beneby is not on Audit; Audit member fee increases to $12,000 in FY2026 |
| Chair of Board fee | N/A | Applies to independent Chair ($130,000 in FY2025; not applicable) |
Notes:
- Mr. Beneby elected to receive his FY2025 director retainer ($95,000) and Nominating Chair fee ($12,500) in restricted stock units (RSUs) instead of cash; issued 1,480 RSUs with grant-date fair value of $107,226.
Performance Compensation (Director)
- Korn Ferry does not provide performance-based equity to directors; director equity is time-based RSUs. No director annual incentive metrics apply.
Director Compensation – FY2025 Detail
| Metric | FY2025 |
|---|---|
| Stock Awards ($) | $291,974 |
| Fees Earned or Paid in Cash ($) | — (elected RSUs in lieu) |
| All Other Compensation ($) – dividends on unvested RSUs | $60,522 |
| Total ($) | $352,496 |
| Annual equity grant policy | ~ $185,000 in RSUs (to be $200,000 beginning FY2026) |
Other Directorships & Interlocks
- Current public company boards: Quanta Services (Chair), West Fraser Timber Co. Ltd., Northland Power Inc.
- Prior public company board: Capital Power Corporation (2012–2024).
- Compensation Committee interlocks: Korn Ferry disclosed no compensation committee interlocks or insider participation in FY2025.
- Outside board service limit: Within Korn Ferry guidelines (up to three additional public boards for non-executive directors).
Expertise & Qualifications
- Extensive senior leadership and CEO experience across utilities and power generation (CPS Energy; Midland Cogeneration Venture; Exelon/PECO), and renewables (New Generation Power).
- Broad energy industry expertise (35+ years), risk oversight, and strategic execution, plus experience chairing a major public company board (Quanta Services).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares/units) | 39,940; includes 35,910 fully vested stock units and 4,030 RSUs vesting Sept 17, 2025; receipt of units deferred until Board retirement |
| Ownership as % of shares outstanding | <1% (per proxy’s beneficial ownership table) |
| Stock ownership policy (directors) | 3x annual cash retainer; until met, must retain at least 75% of net shares from vestings; hedging/pledging prohibited |
| Compliance status | Individual compliance status not specifically disclosed; policy applies to all directors |
Related-Party Exposure and Conflicts
- Korn Ferry disclosed certain ordinary-course services to 5% holders (Vanguard, BlackRock, ACIM), reviewed under the Related Person Transaction Policy; no director-specific related party transactions for Mr. Beneby were disclosed.
- Policies prohibit insider hedging, speculative trading, and pledging by directors; a comprehensive clawback policy applies to executives.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay support at the 2024 Annual Meeting was ~97% in favor; the company retained its compensation approach given strong shareholder support.
Risk Indicators & Red Flags
- Section 16(a) compliance: Korn Ferry disclosed some late Form 4s for certain executives; no delinquent filings were disclosed for Mr. Beneby.
- Outside board load: Three additional public boards (plus KFY) is at Korn Ferry’s explicit limit; time commitments should continue to be monitored but are within policy.
- Hedging/pledging: Prohibited for directors/officers under company policy (mitigates alignment concerns).
- Related-party transactions: None disclosed for Mr. Beneby.
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance (oversees board refreshment and corporate responsibility); strong energy/operations background; high equity alignment through fee deferrals into RSUs; Board features independent Chair and regular executive sessions.
- Watch items: Board and committee workload across multiple public company boards is at company limits—no breach of policy, but ongoing performance and attendance should be tracked. Korn Ferry reports all incumbents (including Mr. Beneby) met ≥75% attendance in FY2025.
Overall, Mr. Beneby appears to be a well-qualified, independent director with meaningful board leadership and sector expertise, clear equity alignment via RSU deferrals, and no disclosed conflicts or Section 16 issues—supportive of investor confidence in Korn Ferry’s board effectiveness.