Jerry Leamon
Chair of the Board at KFY
Board
About Jerry P. Leamon
Independent, non-executive Chair of Korn Ferry’s Board; Director since 2012; Age 74; Certified Public Accountant. Former Global Managing Director at Deloitte with ~40 years at the firm, leading U.S. and global tax and M&A practices; brings deep financial, accounting, and service-industry operating experience and broad international exposure. The Board exercised its retirement-age exception to nominate him for a second additional term after his 74th birthday in recognition of continued contributions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Global Managing Director and Partner | 1972–2012 | Led U.S. and global tax practice; led M&A practice for >10 years; extensive leadership serving largest clients |
| Korn Ferry | Independent Director; Chair of the Board | Director since 2012; Chair since Sept 2022 | Presides over independent executive sessions; governance and strategic oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geller & Company | Director | Not disclosed | Board service |
| Cytogel Pharma, LLC | Director | Not disclosed | Board service |
| CBTS | Director | Not disclosed | Board service |
| Jackson Hewitt Tax Services | Director | Not disclosed | Board service |
| Americares Foundation | Chairman (7 years); Director (17 years) | Former | Led board of major non-profit |
| Credit Suisse USA (subsidiary of Credit Suisse Group AG) | Director | >8 years (former) | Financial services board experience |
| University of Cincinnati Foundation | Trustee Emeritus | Former | Advisory leadership |
Board Governance
- Independence and leadership: Independent Board Chair; will continue as Chair if re-elected. Board is 90% independent; all committees are 100% independent. Regular executive sessions of independent directors (Leamon presides).
- Committees: Chair, Compensation & Personnel Committee (7 meetings in FY2025). Not on Audit or Nominating & Corporate Governance.
- Attendance: Board met 5 times in FY2025; each incumbent director attended at least 75% of Board and committee meetings. All directors then-serving attended the 2024 Annual Meeting.
- Tenure/refresh: Director since 2012; retirement-age policy generally limits eligibility after 74, but Board formally reviewed and nominated Leamon for an additional term due to substantial contributions.
- Shareholder say-on-pay signal: 97% approval at 2024 Annual Meeting; Board engages regularly with top active shareholders.
Fixed Compensation (Director Pay – FY2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainers | $250,000 | $130,000 Board Chair retainer + $95,000 director cash retainer + $25,000 Compensation Committee Chair fee |
| Equity grant (annual RSUs) | $184,748 | Annual director RSU value (approximate policy value ~$185k for FY2025) |
| Dividends on unvested RSUs | $8,353 | Dividend equivalents on unvested RSUs |
| Total FY2025 Director Compensation | $443,101 | Sum of the above |
- Program structure: Non-employee directors receive an annual RSU grant (~$185k in FY2025, increasing to $200k beginning FY2026); $95k annual director fee (cash or RSUs at election); committee chair fees; Board Chair retainer ($130k in FY2025, $150k in FY2026). Many directors elect to receive cash retainers in RSUs and defer settlement.
Performance Compensation
- Korn Ferry does not disclose performance-based compensation elements for non-employee directors; annual equity is time-based RSUs (no performance metrics).
Other Directorships & Interlocks
- Current public company boards: None.
- Compensation Committee interlocks: None; all committee members independent; no interlocks with other company compensation committees.
Expertise & Qualifications
- Financial/accounting expertise; CPA; led Deloitte’s U.S. and global tax practices and M&A practice.
- Service-industry operating leadership with global remit and client program oversight; broad international experience.
- Governance experience as independent Board Chair at Korn Ferry; extensive non-profit and financial institution board experience.
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 19,352 units/shares (includes 3,890 fully vested deferred stock units and 2,550 RSUs vesting Sept 17, 2025, all deferred until Board retirement) |
| Ownership as % of outstanding | <1% (company-wide denominator 52,327,612 shares) |
| Vested vs. unvested | Vested DSUs: 3,890; Unvested RSUs vesting 9/17/2025: 2,550 (deferred) |
| Stock ownership guidelines | 3x annual cash retainer for non-employee directors; must retain 75% of net shares until guideline is met; directors prohibited from hedging or pledging company stock. |
Governance Assessment
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Strengths
- Independent, non-executive Chair structure with regular executive sessions strengthens oversight and management accountability.
- Extensive financial and audit-relevant expertise (CPA, Deloitte leadership) aligns with robust compensation oversight as Compensation & Personnel Committee Chair.
- High say-on-pay support (97% in 2024) and active shareholder engagement indicate investor confidence in compensation governance.
- Director pay program with meaningful equity component; ability to take retainers in deferred stock units and stock ownership guidelines improve alignment.
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Watch items
- Retirement-age exception: The Board extended service beyond the general age cap after formal review; while permitted and justified by contribution, such exceptions warrant periodic reassessment to balance continuity and refreshment.
- As Compensation Committee Chair, the committee modified the measurement window for certain executive relative TSR awards (2023 grants) to end one month early due to unusual market volatility; Korn Ferry disclosed that the change did not alter the payout outcome versus the original end date. Continued transparency on such modifications is important to avoid perceptions of goal-post shifting.
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Risk/Red Flags
- No related-party transactions involving Leamon disclosed; company prohibits director hedging/pledging; Section 16 compliance was timely for directors other than enumerated executives (no exceptions noted for Leamon).
- No public-company overboarding concern disclosed; Board limits outside public boards for directors and executives in Governance Guidelines.
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Overall implication: Leamon brings heavyweight financial and governance experience and, as independent Chair and Compensation Committee Chair, is central to board effectiveness and pay oversight. Current disclosures show strong alignment mechanisms (equity, ownership policy, anti-hedging) and high say-on-pay support, with manageable watch items around tenure exceptions and careful handling of incentive plan adjustments.