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Lesley Uren

Chief Executive Officer, Consulting at KORN FERRYKORN FERRY
Executive

About Lesley Uren

Chief Executive Officer, Korn Ferry Consulting, based in London. She has 20+ years as a board‑level consultant and 15 years as a top‑level HR executive; prior roles span Willis Towers Watson/Towers Perrin, PA Consulting, and founding Jackson Samuel, with HR leadership at PepsiCo and Rothmans; MA in Human Resources Strategies . Appointed Consulting CEO in Feb 2025 after serving as President, EMEA Consulting (May 2022–Feb 2025) and Senior Client Partner (2017–2022) . Company FY2025 performance: Fee Revenue $2.7B, Adjusted EBITDA $463.9M (17% margin), Adjusted Diluted EPS $4.88; Diluted EPS $4.60, reflecting stronger profitability focus adopted by the board .

Past Roles

OrganizationRoleYearsStrategic Impact
Korn FerryCEO, ConsultingFeb 2025–PresentLeads global consulting; pivot to larger, integrated, multi‑year engagements
Korn FerryPresident, EMEA ConsultingMay 2022–Feb 2025EMEA Consulting fee revenue outperformed other regions; backlog and >$500k contracts up 24% YoY
Korn FerrySenior Client Partner; Global Lead People Strategy & Performance2017–2022Built People Strategy & Performance; joined KF as Senior Client Partner in 2017
PA ConsultingPartnerPre‑2017Led global talent strategy and leadership development projects (BP, Etihad, National Grid, Time Warner)
Towers Perrin (Towers Watson/Willis)Senior Consultant; Human Capital Leadership2000–2004Led Human Capital practice, M&A HR strategy; authored talent management best practice research
Jackson SamuelFounderEst. 2004Specialist talent management advisory for blue‑chip clients; executive search and senior functional appointments
PepsiCo; RothmansRegional HR Director; Group TalentVariousTop‑level HR roles across investor‑backed startups to global blue‑chips

External Roles

OrganizationRoleYearsNotes
Investors in People (UK)Non‑Executive Director (past)n/aGovernance and human capital standards for UK awarding body

Fixed Compensation

ItemFY2025Notes
Base Salary$502,410 USD reported in Summary Compensation Table; UK base set at £450,000 effective Feb 6, 2025
Target Bonus %100% of base salary Max payout 200% of target
Actual Annual Cash Incentive Paid$597,879 Pro‑rated across roles; includes CEO‑approved incremental 15% payout

Performance Compensation

MetricWeightingTargetActualPayout LinkageVesting/Notes
Company Adjusted Fee Revenue ($M)5% (shifted from 30%) 2,700 2,694 Contributes to annual cash incentive Adjusted for FX; AOP comparable rate
Company Adjusted EBITDA Margin35% 15.5% 17.7% Drives profitability emphasis in FY2025 awards
Company Adjusted Diluted EPS ($)20% 4.28 4.91
Company Adjusted ROIC15% 10.0% 12.3%
Marquee & Regional Account Revenue ($M)20% 1,000 1,053 Weighted for NEOs’ payouts
Consulting Adjusted Fee Revenue ($M)25% (Uren in CEO role) 680 661 For CEO‑Consulting portion of bonus Pro‑rated; prior EMEA role paid at 93.7% of target
Consulting Adjusted EBITDA Margin35% (Uren) 17.1% 18.3%
Marquee & Regional Accounts Consulting Fee Revenue ($M)25% (Uren) 330 319
Additional CEO‑Determined Payout15% n/aFull 15% achieved Added to annual cash incentive

FY2025 RSU vs PSU mix: Uren received 100% time‑based RSUs as she was not an executive officer at grant; from FY2026 she moves to 60% PSUs (3‑yr relative TSR) and 40% time‑based RSUs, aligning with other NEOs .

Equity Ownership & Alignment

ItemDetailValue
Total Beneficial OwnershipShares18,409
Percent of Class<1%*% (less than 1%)
Unvested vs VestedUnvested restricted stock included14,816 unvested; remainder vested/owned
FY2025 Vesting ActivityShares vested; value realized2,130 shares; $140,537
Outstanding RSUs (time‑based)2022 grant2,025 units; vests in 4 equal annual installments starting Jul 11, 2023
2023 grant3,353 units; vests in 4 equal annual installments starting Jul 11, 2024
2024 grant4,090 units; vests in 4 equal annual installments starting Jul 11, 2025; grant‑date fair value $255,584
Stock Ownership GuidelinesRequirementNEOs must hold 3x annual base salary; retain 75% of net shares until compliant; unvested awards do not count
Hedging/PledgingPolicyExecutives are prohibited from hedging, speculative trading, borrowing to purchase, or pledging company stock

Employment Terms

ScenarioCash SeveranceEquity TreatmentIllustrative FY2025 Quantification
Transition Termination (before Aug 1, 2027; prior to CoC)Accrued comp; pro‑rata annual incentive based on actual performanceAll time‑vested awards vest; performance awards vest based on actual performance for full periodTotal $1,182,055; Equity/ECAP $584,176; Annual incentive $597,879
Involuntary Termination (pre‑CoC or >24 months post‑CoC; not Transition)1.5x base salary + 1.25x target annual incentiveTime‑vested awards due to vest within 12 months accelerate; performance awards pro‑rated based on actual performance plus one additional year (capped by period)Total $2,450,218; Base $904,338; Annual incentive $1,351,494; Equity/ECAP $194,386
Involuntary Termination within 24 months post‑CoC (Double Trigger)2.5x base salary + 2.5x target annual incentiveAll time‑vested awards accelerate; performance awards at greater of target or actual‑to‑CoC/target thereafter Total $4,201,528; Base $1,507,230; Annual incentive $2,110,122; Equity/ECAP $584,176
Death/DisabilityAccrued comp; pro‑rata target annual incentiveFull vest of stock options/other equity (excl. performance shares); performance shares at target for full period Total $1,187,068; Annual incentive $602,892; Equity/ECAP $584,176

Clawback: NYSE‑compliant clawback adopted Oct 2, 2023 covering excess incentive‑based compensation for prior 3 fiscal years in the event of restatement .

Additional Context on Performance and Segment Execution

  • Consulting pivoted to larger, integrated solutions; average bill‑rate rose ~50% to ~$470/hr; backlog increasing with 42% of engagements >$1M .
  • Regional trends: Continued momentum in Europe and Asia; Americas more challenging; management cites macro‑uncertainty and AI‑driven workforce changes .
  • FY2025 segment profitability: Consulting Adjusted EBITDA $28.8M (17% of fee revenue) in Q1 FY2026, reflecting firmwide improvements; North America Executive Search and EMEA showed notable gains .

Governance, Shareholder Feedback, and Policies

  • 2025 Say‑on‑Pay: For 39,860,719; Against 6,339,627; Abstain 284,097; broker non‑votes 2,188,612, indicating majority support for NEO compensation .
  • Timing of awards: Annual grants in Q1 during open trading window; company currently does not grant stock options .

Investment Implications

  • Alignment: Strong pay‑for‑profitability tilt in FY2025 (EBITDA Margin and EPS weightings increased) aligns incentives to margin expansion and ROIC, supporting cash returns and disciplined capital deployment .
  • Retention and selling pressure: Significant unvested RSUs (14,816) with annual vesting through 2028 and FY2025 vesting activity ($140,537) imply ongoing taxable events but hedging/pledging prohibited—reduces misalignment risk; monitor Form 4s for any discretionary sales .
  • Change‑of‑control protections: Double‑trigger severance at 2.5x salary and 2.5x target bonus with performance award “greater‑of” treatment is generous, mitigating attrition but could be costly to shareholders in M&A scenarios; transition‑termination clause through Aug 1, 2027 provides clarity during leadership succession .
  • Execution risk: Consulting backlog consumption depends on client pace; macro conditions in Americas remain challenging, but EMEA/Asia momentum and integrated solutions strategy support durable fee revenue and margin resilience under Uren’s leadership .