Jeanne MacDonald
Chief Executive Officer, RPO at KFY
Executive
About Jeanne MacDonald
Jeanne MacDonald is Chief Executive Officer of Korn Ferry’s Recruitment Process Outsourcing (RPO) business, a role she has held since July 2023; she joined Korn Ferry in 1998 after early-career roles in supply chain and at AT&T, and holds a B.A. in International Relations and French from the University of Virginia . She is 56 years old as of April 30, 2025 and has led Global RPO since 2021–2023 before becoming CEO of RPO, overseeing global RPO operations and growth . Company performance context for FY2025: Fee Revenue $2.7B, Net Income attributable to Korn Ferry $246.1M, Adjusted EBITDA $463.9M (17% margin), Diluted EPS $4.60, Adjusted Diluted EPS $4.88; dividends indicated at $1.92 and 1.28M shares repurchased, reflecting resilient profitability and capital returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Korn Ferry | President, Global RPO | 2021–2023 | Led global RPO operations ahead of appointment to CEO RPO . |
| Korn Ferry | CEO, RPO | July 2023–present | Oversees RPO globally; drove $533M new business wins in FY25, 55% net-new to KF, and improved RPO Adjusted EBITDA margin by 350 bps . |
External Roles
Not disclosed in company filings .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 517,617 | 550,000 |
| Target Bonus (% of salary) | 100% | 100% |
| Actual Annual Cash Incentive ($) | 611,050 | 1,019,700 |
Performance Compensation
Annual Incentive Plan Structure (FY 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RPO Adjusted Fee Revenue | 25% | $359M | $353M | — | Cash (annual) |
| RPO Adjusted EBITDA Margin | 35% | 14.0% | 16.0% | — | Cash (annual) |
| Marquee & Regional Accounts RPO Fee Revenue | 25% | $290M | $321M | — | Cash (annual) |
| Company-wide weighted goals (Adj. Fee Rev., Adj. EBITDA Margin, Marquee & Regional Accounts Rev.) | 15% of goals | See targets above | $2,694M / 17.7% / $1,053M | Included in total payout | Cash (annual) |
| Additional CEO KPI opportunity | 15% | CEO-determined | Full 15% earned | Full 15% | Cash (annual) |
| Total Annual Incentive Payout | — | — | — | 185.4% of target | Cash (annual) |
Notes: Committee reweighted FY25 to emphasize profitability (Adj. EBITDA 35%, Adj. EPS 20%, Fee Revenue 5%), given macro conditions; metrics and KPIs derive from Strategic Plan and AOP; clawback policy applies to incentive compensation .
Long-Term Equity Awards (FY 2025 grants)
| Instrument | Grant Date | Grant Detail | Vesting |
|---|---|---|---|
| Relative TSR Units | 7/11/2024 | Target 18,190 units; Max 36,380; 3-year performance vs peer group with payout grid (e.g., ≥75th percentile = 200% if absolute TSR > 0%; ≤30th percentile = 0%) | After 3 years based on relative TSR percentile; double-trigger applies for equity acceleration on change of control |
| Time-based Restricted Stock | 7/11/2024 | 12,120 shares | Four equal annual installments beginning 7/11/2025 |
| Time-based Restricted Stock | 9/5/2023 | 2,985 shares (promotion equity) | Four equal annual installments beginning 9/5/2024 |
| FY2023–FY2025 Relative TSR cycle (prior grant) | 7/11/2022 grant, performance period ended 3/31/2025 | Company ranked 4th of 13; 142.5% payout → 4,820 shares vested for MacDonald on 7/11/2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 7/31/2025) | 33,881 shares |
| Ownership as % of Shares Outstanding | ~0.065% (33,881 of 52,327,612) |
| Unvested Time-based Equity (as of 4/30/2025) | 1,690 (7/11/2022 grant), 2,985 (9/5/2023 grant), 12,120 (7/11/2024 grant) |
| Unvested Performance Equity (as of 4/30/2025) | 36,380 Relative TSR Units (7/11/2024 grant); 4,820 units from 7/11/2022 grant vested on 7/11/2025 |
| Options (exercisable/unexercisable) | None; KF does not currently grant stock options |
| Stock Ownership Guidelines | 3x annual base salary for NEOs; must retain 75% of net shares from vesting until compliant |
| Hedging/Pledging | Prohibited for officers; no hedging, speculative trading, or pledging KF stock |
| 2025 Stock Vested | 1,840 shares; value realized $123,373 |
Upcoming vesting supply: annual installments from 7/11/2025–2028 (12,120 shares), 9/5/2024–2027 (2,985 shares), and remaining 7/11/2023–2026 installments from 7/11/2022 grant (1,690 shares). These settlements can create tax-related selling pressure on vest dates .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Dated 9/19/2023; CEO RPO; base salary $550,000; annual cash incentive target 100% of salary (max 200%); promotion equity grant 3,980 RS; one-time promotion cash bonus $200,000 vesting annually 7/19/2024–2027 with repayment obligation if terminated for cause or voluntary without good reason prior to final vest |
| Severance (no CoC; or >24 months post-CoC) | Cash equal to 1.5x base salary and 1.25x target bonus; pro rata annual incentive based on actual performance; up to 18 months COBRA reimbursement; time-vested awards vesting within 12 months accelerate; performance awards pro-rated based on actual performance for the full cycle plus one additional year (cap at cycle length) |
| Severance (within 24 months after CoC; “double trigger”) | Cash equal to 2.5x base salary and 2.5x target bonus; pro rata of target annual incentive; 18 months COBRA reimbursement plus 6 months partial healthcare reimbursement; full vest of time-vested awards; performance awards vest at greater of target or pro rata blend (actual to CoC + target thereafter) |
| Equity acceleration (single trigger) | No single-trigger equity acceleration for NEOs; LTPU (cash plan) vests at CoC; equity/ECAP show no acceleration at CoC per proxy tables |
| Clawback | NYSE Rule 303A.14-compliant clawback adopted 10/2/2023; recoup excess incentive compensation for restatements over prior 3 fiscal years |
| Non-compete/Non-solicit | Severance conditioned on compliance with confidentiality, non-solicitation, and non-competition covenants (term specifics not disclosed) |
| LTPU Plan (Supplemental retirement) | MacDonald awarded 62 units; total if fully vested $4.3M (with $1.55M already vested net of payments), unvested base value $1.05M; unvested LTPU fully vest upon CoC or death/disability; partial base value payable on certain terminations ≥13 months post-grant; typical payout is $12,500/year for 5 years starting on 7th anniversary for post-7/1/2021 awards |
| Deferred Compensation (ECAP) | Aggregate balance at FYE: $4,175,000; withdrawals in last FY: $(125,000) |
Severance Illustrations (Proxy-calculated)
| Scenario | Total (Proxy Calculated) |
|---|---|
| Prior to CoC or >24 months post-CoC (Invol. Term.) | $6,040,032 |
| Within 24 months after CoC (Invol. Term.) | $5,921,627 |
| Change of Control (alone) | $4,175,000 (LTPU vest; no equity/ECAP acceleration) |
| Death or Disability | $7,429,456 |
Compensation Structure Notes
- Peer group used for benchmarking includes employment services, consulting, and commercial real estate analogs; KF does not target a specific percentile, but pays within competitive ranges; Pearl Meyer serves as independent consultant .
- Say-on-pay: ~97% approval at 2024 Annual Meeting; committee maintained program structure given strong support .
Investment Implications
- Pay-for-performance alignment: FY25 annual incentive reweighted toward profitability and ROIC; MacDonald earned 185.4% of target driven by RPO margin expansion (+350 bps) and $533M in new business (55% net-new), supporting execution quality in a low-growth environment .
- Retention risk vs. lock-ins: Significant unvested equity (time-based RSUs and FY24 TSR units) and sizable unvested LTPU base value ($1.05M) create retention hooks; severance offers double-trigger protection, reducing departure risk but raising change-of-control costs .
- Trading signals: Multiple annual vesting dates (July 11 and September 5 cycles) may produce periodic sell-to-cover flows; policy prohibits hedging/pledging, limiting adverse alignment risks; beneficial ownership is modest (~0.065% of shares outstanding), but stock ownership policy (3x salary and 75% net-share retention) supports alignment over time .
- Governance: Strong clawback, no excise tax gross-ups, and no single-trigger equity acceleration are shareholder-friendly; compensation oversight via independent consultant and clear KPI disclosure enhances visibility into performance-based pay .