Lori Robinson
KORN FERRYAbout Lori J. Robinson
Lori J. Robinson is an independent director at Korn Ferry, serving since 2019. A retired four-star General in the U.S. Air Force, she previously led U.S. Northern Command and NORAD, and Pacific Air Forces, and is age 66; she is also a Nonresident Senior Fellow at the Brookings Institution’s Strobe Talbott Center for Security, Strategy, and Technology . As of the 2025 proxy, she had no current public-company directorships; prior service includes Centene Corp. (2019–May 2025) and NACCO Industries (2019–June 2025), and CAE USA (a subsidiary of CAE Inc.) since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Robinson Group, LLC | Founder, Director | 2018–Present | Advisory firm leadership |
| U.S. Northern Command & NORAD (DoD) | Commander | 2016–2018 | Homeland defense, civil support, security cooperation oversight |
| Pacific Air Forces (USAF) | Commander | 2014–2016 | Led >45,000 Airmen across Indo-Pacific operations |
| Air Combat Command (USAF) | Vice Commander | 2013–2014 | Senior operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CAE USA (subsidiary of CAE Inc.) | Director | 2024–Present | — |
| Centene Corporation | Director | 2019–May 2025 | — |
| NACCO Industries | Director | 2019–June 2025 | — |
| Brookings Institution | Nonresident Senior Fellow (Foreign Policy) | — | Security, strategy, technology focus |
Board Governance
- Committee assignments: Compensation & Personnel; Nominating & Corporate Governance; not a committee chair .
- Independence: The Board determined Robinson is independent under NYSE standards; overall, 90% of the Board is independent .
- Attendance: The Board held five meetings in FY 2025; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels: Compensation & Personnel held 7 meetings in FY 2025; Nominating & Corporate Governance held 4 .
- Executive sessions: Independent directors meet regularly in executive session, chaired by the independent Board Chair .
Fixed Compensation
| Component (FY 2025) | Amount ($) |
|---|---|
| Annual cash director retainer | 95,000 |
| Committee membership fees | — (no Audit membership; not a chair) |
| Chair fees | — (not Chair or committee chair) |
| All other compensation (dividends on unvested RSUs) | 5,046 |
| Total Fixed Compensation | 100,046 |
Notes:
- Korn Ferry’s non-employee director program provided an annual retainer of $95,000 (cash or RSUs at director’s election) and an annual RSU grant of approximately $185,000 for FY 2025; increases begin in FY 2026 (retainer unchanged, RSUs to ~$200,000) .
- An independent consultant (Pearl Meyer) advises the Board on director compensation; directors are reimbursed for out-of-pocket expenses .
Performance Compensation
| Equity Component | Grant Value ($) | Grant Date/Units | Vesting | Performance Metrics | Options |
|---|---|---|---|---|---|
| Annual RSU grant (FY 2025) | 184,748 | Aggregate RSUs held include 2,550 for annual grant | Time-based; vests day before the following annual meeting; FY 2025 RSUs vest Sept 17, 2025 | None (director RSUs are time-vested only) | Company does not currently grant stock options to directors |
| Sources |
Other Directorships & Interlocks
- Current public company boards: N/A; prior: Centene (2019–May 2025), NACCO Industries (2019–June 2025) .
- Outside board service limits: Corporate Governance Guidelines limit outside board service to three additional public company boards for non-employee directors; CEO and public company executives are limited to one additional public company board .
- Potential interlocks/conflicts: No specific interlocks or related-party arrangements pertaining to Robinson are disclosed in the proxy excerpts reviewed; related-person transactions are subject to pre-approval and periodic review under the Company’s policy .
Expertise & Qualifications
- High-level leadership and first female U.S. Combatant Commander; extensive senior leadership in USAF .
- Significant strategic oversight, risk management, and international experience (Indo-Pacific, Middle East); reported directly to U.S. SecDef and Canadian CDS; four combat tours .
- Public company governance experience and committee work across prior boards; board skills matrix includes risk oversight, international breadth, strategic execution, and information security among nominees .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of July 31, 2025) | 21,820 units/shares (percent of class: “*” (<1%)) |
| Included unvested RSUs | 2,550 RSUs vesting Sept 17, 2025 |
| Director stock ownership guideline | 3x annual cash retainer (stock ownership excludes unvested awards) |
| Retention requirement until guideline met | Retain ≥75% of net shares from vesting/payout; 50% of net shares from option exercises (where applicable) |
| Hedging/pledging | Prohibited for directors and officers |
| RSU deferral election (FY 2025) | Robinson did not elect to defer RSUs (all other directors except Hagey and Robinson deferred) |
Insider Filings & Trades
| FY 2025 Section 16(a) Filing Timeliness | Status |
|---|---|
| Lori J. Robinson | Timely filings (late filings noted only for certain executives; none cited for directors) |
Governance Assessment
- Independence and committee engagement: Robinson is NYSE-independent and serves on two key committees (Compensation & Personnel; Nominating & Corporate Governance), both fully independent; committee activity is robust (7 and 4 meetings, respectively) .
- Attendance and engagement: The Board held five meetings; each incumbent director met the ≥75% attendance threshold; directors attended the 2024 Annual Meeting .
- Alignment and incentives: Director pay structure emphasizes equity via time-vested RSUs (~$185k FY 2025) plus a $95k retainer; RSU vesting aligns with annual meeting cadence; RSU deferral optional (Robinson did not defer in FY 2025) .
- Ownership policy and risk controls: Directors must own 3x retainer, with share-retention requirements until compliant; policies prohibit hedging, pledging, and speculative trading; no excise tax gross-ups noted among governance practices .
- Shareholder signals: 2024 say-on-pay approval ~97% supports the Company’s pay-for-performance philosophy and governance program .
Director Compensation (FY 2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Lori J. Robinson | 95,000 | 184,748 | 5,046 | 284,794 |
Other Directorships & Interlocks (Detail)
| Organization | Role | Tenure |
|---|---|---|
| Centene Corp. | Director | 2019–May 2025 |
| NACCO Industries | Director | 2019–June 2025 |
| CAE USA | Director | 2024–Present |
| Public company boards (current) | — | N/A |
Board Governance (Committee Details)
| Committee | FY 2025 Meetings | Membership/Chair | Independence |
|---|---|---|---|
| Compensation & Personnel | 7 | Member; Chair: Jerry P. Leamon | 100% independent |
| Nominating & Corporate Governance | 4 | Member; Chair: Doyle N. Beneby | 100% independent |
| Board | 5 | Director | Board 90% independent |
Fixed Compensation (Program Overview)
| Element | FY 2025 | FY 2026 (changes) |
|---|---|---|
| Annual cash director retainer | $95,000 | $95,000 |
| Annual RSU grant value | ~$185,000 | ~$200,000 |
| Audit Committee member fee | $10,000 | $12,000 |
| Audit Committee chair fee | $25,000 | $30,000 |
| Compensation Committee chair fee | $25,000 | $25,000 |
| Nominating Committee chair fee | $12,500 | $18,000 |
| Board Chair fee | $130,000 | $150,000 |
Performance Compensation (Director Equity Mechanics)
| Feature | Detail |
|---|---|
| Award type | Time-based RSUs (no options) |
| Grant timing | On date of annual meeting; number of units = grant value / closing price (rounded to nearest 10 units) |
| Vesting | Vests day before following annual meeting; early vest upon death for awards granted 2023+ |
| FY 2025 vest date | September 17, 2025 (2,550 RSUs included for directors) |
| Performance metrics | None disclosed for director equity (time-based only) |
Expertise & Qualifications (Highlights)
- International, strategic, and risk oversight experience; extensive leadership over large, global workforces .
- Recognitions: Time’s “Most Influential People” (2016); “Women Who Are Changing the World” (2017) .
Equity Ownership (Detail)
| Holder | Amount Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Lori J. Robinson | 21,820 | * (<1%) | Includes 2,550 RSUs vesting Sept 17, 2025 |
Governance Policies Relevant to Investors
- Stock ownership policy (directors): 3x annual cash retainer; unvested awards excluded; retention requirements until met .
- Prohibitions: Hedging, pledging, short sales, speculative trading .
- Governance practices: Independent Chair; majority voting; no poison pill; ability to call special meetings; annual evaluations; succession planning oversight; no excise tax gross-ups .
RED FLAGS and conflict checks
- No specific related-person transactions citing Robinson were identified in the proxy excerpts reviewed; all such transactions are subject to pre-approval and periodic review per policy .
- Outside board service currently N/A (reduces overboarding risk within Company guidelines) .
- Section 16(a) filings: no delinquent director filings noted; late filings referenced only for certain executives in FY 2025 .