Gary Burnison
About Gary Burnison
Gary D. Burnison is President and Chief Executive Officer of Korn Ferry and has served as a director since 2007; he is 64 years old and is not an independent director . Prior to CEO, he served as Korn Ferry’s CFO (Mar 2002–Jun 2007) and COO (Oct 2003–Jun 2007), and earlier held roles as CFO of Guidance Solutions, executive officer and director at Jefferies & Company, and Partner at KPMG Peat Marwick . Korn Ferry’s FY2025 results under his leadership included fee revenue of $2.7B, adjusted EBITDA of $463.9M (17% margin), and adjusted diluted EPS of $4.88, with a five-year TSR value of $230 (vs. peer group $147) as of FY2025 in the Pay vs. Performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Korn Ferry | CFO; COO | CFO: Mar 2002–Jun 2007; COO: Oct 2003–Jun 2007 | Built finance and operations foundation pre-CEO; extensive firm/industry knowledge cited by Board . |
| Korn Ferry | President & CEO | Jul 2007–Present | Long-tenured CEO with financial expertise; thought leadership (10 books) . |
| Guidance Solutions | Principal & CFO | 1999–2001 | Technology services finance leadership . |
| Jefferies & Company | Executive Officer & Director | 1995–1999 | Capital markets/finance experience . |
| KPMG Peat Marwick | Partner | Not disclosed | Audit/financial expertise . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| N/A (public company boards) | N/A | N/A | Company discloses no other public company boards for Burnison . |
| Author/Thought Leader | Author of 10 leadership and career development books | Not disclosed | Recognized thought leader regularly contributing content on leadership, talent, and strategy . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Bonus (% of salary) | 150% (employment agreement) | 150% (employment agreement) | 150% (employment agreement) |
| Actual Bonus Paid ($) | 1,087,478 | 2,212,500 | 2,922,000 |
Performance Compensation
Annual Cash Incentive Structure (FY2025)
- Design: Mix of financial metrics and strategic KPIs; CEO payout determined solely by pre-established criteria; no guarantee; Committee retains negative discretion .
- Weighting shift vs. prior year: Fee Revenue weight reduced to 5% (from 30%); Adjusted EBITDA Margin weight increased to 35% (from 15%); Adjusted Diluted EPS to 20% (from 15%); Adjusted ROIC 15%; Strategic KPIs (Marquee/Regional account revenue 20%, Top-rated performer retention 5%) .
- FY2025 CEO payout: 194.8% of target (above target but below max) .
| Metric (FY2025) | Weight (CEO) | Target | Actual | Notes |
|---|---|---|---|---|
| Adjusted Fee Revenue ($M) | 5% | 2,700 | 2,694 | Currency-adjusted; Trilogy excluded as defined . |
| Adjusted EBITDA Margin (%) | 35% | 15.5 | 17.7 | Definition adjusted as described . |
| Adjusted Diluted EPS ($) | 20% | 4.28 | 4.91 | Currency-adjusted definition . |
| Adjusted ROIC (%) | 15% | 10.0 | 12.3 | As defined . |
| Marquee & Regional Account Revenue ($M) | 20% | 1,000 | 1,053 | Currency-adjusted . |
| Top-Rated Performer Retention | 5% | Target not disclosed (competitive) | 99% of target | Target undisclosed; challenging per Committee . |
2025 financial highlights referenced for plan design calibration: Fee Revenue $2.7B; Adjusted EBITDA $463.9M (17%); Adjusted Diluted EPS $4.88 .
Long-Term Equity Incentives (FY2025 Grants; granted 7/11/2024)
| Award | Units/Value | Vesting/Performance | Grant-date Fair Value |
|---|---|---|---|
| Time-based RSUs | 54,560 units | 4 equal annual installments beginning 7/11/2025 | $3,599,869 |
| Performance-based Relative TSR Units (target) | 81,840 target units; 0–200% payout | 3-year performance vs. peer group; payout per grid below | $7,016,143 |
Relative TSR payout grid (3-year): 200% at ≥75th percentile; 100% at 55th percentile; declines to 0% below 30th; if absolute TSR ≤0, capped at 100% at or above 55th .
Historical PSU cycle (FY2023–FY2025): The 2023 grant cycle was measured through 3/31/2025 (Committee-adjusted end date due to April 2025 market volatility; no incremental accounting expense), resulting in 142.5% payout (e.g., 122,740 shares vested for Burnison); the Company determined the same ranking/payout would have occurred had the original end date been used .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 133,007 shares (includes 14,335 unvested restricted stock with voting but no investment power); <1% of outstanding . |
| Unvested Time-based RSUs (by grant) | 6,520 (7/9/2021 grant); 28,710 (7/11/2022); 50,333 (7/11/2023); 54,560 (7/11/2024) . |
| Performance-based Units Unvested/Unearned | 122,740 (2013–2025 cycle vested on 7/11/2025), 201,340 (7/11/2023 grant at current “max based on performance to date” display), 163,680 (7/11/2024 grant at “max based on performance to date” display) . |
| Options Outstanding | None disclosed; Company does not currently grant stock options . |
| Stock Ownership Guidelines | 3x annual base salary for named executive officers; 3x annual cash retainer for directors . |
| Hedging/Pledging | Prohibited for officers and directors (no hedging, speculative trading, short sales, or pledging) . |
| Clawback | NYSE Rule 10D-1-compliant; restatement-triggered recovery of excess incentive-based compensation for prior 3 fiscal years . |
| Deferred Compensation (ECAP) | Burnison aggregate balance at FYE: $5,767,470; prior contributions include deferrals of FY2022/2023 annual incentives as disclosed . |
| Pension (EWAP) | Present value $357,031 at FYE; 15 years credited; early retirement benefit earned . |
| Vesting-related Supply Indicator | Shares acquired on vesting in FY2025: 125,247 (value realized $8,230,962), indicating recurring settlement/withholding flows around vest dates (July cycle) . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended & Restated Employment Agreement dated June 28, 2021 . |
| Base Salary | $1,000,000 . |
| Target Annual Incentive | 150% of salary; maximum 200% of target . |
| Long-term Incentives | Eligible for annual equity grants subject to Committee approval . |
| Retention Award | $5,000,000 vested 3/30/2022; payment deferred until termination (except for-cause or covenant breach); accrues interest at 120% of long-term AFR (5.79% for Aug 2025 example); paid over 12 months post-termination (non-cause) with release/covenant compliance . |
| Post-termination Equity | Upon any termination other than for cause or death/disability, all unvested equity grants on/after 3/30/2018 (and ≥90 days pre-termination, unless involuntary) continue to vest per original terms (performance awards based on actual results) . |
| Change-in-Control (CIC) | Double-trigger: if involuntarily terminated within 24 months post-CIC, cash equal to 3x salary + 3x target bonus + unpaid retention award; COBRA reimburse up to 18 months plus 6 additional months; time-vested awards vest; performance awards granted at greater of target or prorated actual (per formula) . |
| Non-compete/Non-solicit | Severance/vesting benefits conditioned on release and compliance with confidentiality, non-solicit, non-compete covenants . |
| Single-trigger Equity | Company policy: no single-trigger equity acceleration for NEOs upon CIC . |
Potential Payments Upon Termination (FY2025 proxy scenario values)
| Scenario (as of 4/30/2025) | Total ($) | Key components (examples) |
|---|---|---|
| Retirement | 33,257,233 | Equity/ECAP (excl. performance shares): $8,645,589; Performance shares: $18,833,925; Retention Award: $5,777,719 . |
| Involuntary (pre-CIC or >24 mo post-CIC) | 36,303,477 | Pro rata bonus based on actual; COBRA reimbursement; continued vesting . |
| Involuntary within 24 mo post-CIC | 42,422,891 | 3x salary + 3x target bonus + Retention Award; double-trigger equity vesting; COBRA reimbursements . |
| Death/Disability | 35,005,720 | Pro rata target bonus; full vest of time-vested equity/ECAP; performance shares at target; COBRA reimburse . |
Board Governance
- Role/tenure: Director since 2007; CEO; not independent; no committee memberships listed for Burnison .
- Board structure: Independent, non-executive Chair (Jerry P. Leamon); 90% independent directors; 100% independent committees; regular executive sessions .
- Attendance: Board held five meetings in FY2025; all incumbents attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting .
- Policies: No poison pill; majority voting; stockholder special meeting right; robust governance practices .
Compensation & Incentives: Additional Detail
| Item | Detail |
|---|---|
| Equity mix (FY2025 grants) | CEO awards: 60% performance-based (Relative TSR), 40% time-based RSUs . |
| Peer group (for benchmarking) | ASGN, CoStar, Cushman & Wakefield, FTI Consulting, Heidrick & Struggles, Huron, ICF, Insperity, JLL, ManpowerGroup, PageGroup, Robert Half, TriNet, Verisk . |
| Target percentile | Company does not target a specific percentile; reviews market ranges across peers and broader human capital comparables . |
| Clawback scope | Applies to cash incentives and performance-based equity for executive officers . |
| Hedging/pledging | Prohibited for officers/directors . |
| Gross-ups | No excise tax gross-ups for executive officers . |
Related Party Transactions and Other Considerations
- CEO reimbursed the Company for approximately $300,000 of extended travel expenses related to EMEA business; Audit Committee approved and pre-approved up to $250,000 for FY2026 for similar travel; similar transactions may occur in future .
- Modification to PSU measurement window for the FY2023–FY2025 cycle to end 3/31/2025 due to unusual April 2025 market volatility; Company reports no change to payout outcome vs. original end date and no incremental accounting expense .
- Section 16 filings: One Form 4 for Gary Burnison in FY2025 was late, related to tax withholding upon RSU vesting (not open-market sell) .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~97% of votes cast; Company made no changes to program as a result; ongoing investor engagement with top active holders .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fee Revenue ($B) | 2.876 | 2.788 | 2.694 (adjusted basis in plan context) |
| Adjusted EBITDA ($M) | 457.3 (non-GAAP) | 408.2 (non-GAAP) | 463.9 (non-GAAP) |
| Adjusted EBITDA Margin (%) | 16.1 | 14.8 | 17.0 |
| Adjusted Diluted EPS ($) | 4.94 | 4.28 | 4.88 |
| TSR (value of $100 base) | 172 | 221 | 230 |
Compensation Structure Analysis
- Shift toward profitability metrics in FY2025 annual incentive (fee revenue weight reduced; EBITDA/EPS increased), reflecting investor focus in a low-growth environment; CEO payout at 194.8% driven by over-performance on profitability/ROIC and strategic KPIs despite fee revenue slightly under target .
- Majority of equity is at risk via Relative TSR PSUs with a capped payout when absolute TSR ≤0, aligning with total shareholder return and mitigating windfalls .
- Policies bolster alignment and risk controls: robust clawback, strict anti-hedging/pledging, ownership guidelines, and no excise tax gross-ups; no single-trigger acceleration .
Investment Implications
- Alignment: High proportion of at-risk pay with explicit profitability, ROIC, and TSR orientation, plus strict anti-hedging/pledging and ownership requirements, indicates strong pay-performance linkage and governance hygiene .
- Retention/continuity: Significant CIC protections (3x salary and target bonus plus deferred retention award) and continued vesting of equity upon most non-cause terminations reduce CEO departure risk but are generous by market standards; equity remains performance-contingent where applicable .
- Trading/flow dynamics: Annual July vesting cadence and sizable share settlements (e.g., 125,247 shares vested in FY2025) can create periodic withholding-related supply, though explicit pledging is prohibited and open-market selling was not highlighted; one late Form 4 was for tax withholding, not discretionary selling .
- Governance: Separate Chair and 100% independent committees mitigate dual-role concerns given CEO/Director status; Burnison is not on committees and is designated non-independent .
- Notable disclosures: Travel expense reimbursements (approved and pre-approved) and a technical modification to a PSU measurement window are worth monitoring as they may recur, though the PSU adjustment did not alter payout and incurred no extra expense per the proxy .