Michael Distefano
Chief Executive Officer, PSI at KFY
Executive
About Michael Distefano
Michael Distefano is Chief Executive Officer of Professional Search & Interim (PSI) at Korn Ferry and a member of the Firm’s Global Operating Committee. He joined Korn Ferry in 2001, served as Chief Marketing Officer and President of the Korn Ferry Institute from 2007–2017, and holds a bachelor’s degree in economics from Bloomsburg University of Pennsylvania . Within his remit, FY2025 company performance included fee revenue of $2.7B, adjusted EBITDA of $463.9M (17% margin), and adjusted diluted EPS of $4.88, reflecting a programmatic emphasis on profitability and disciplined capital allocation . Notably, Korn Ferry’s relative TSR units for the 2023–2025 cycle paid out at 142.5% based on a 4th-place ranking in the peer group, evidencing above-median shareholder returns over that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Korn Ferry | CEO, Professional Search & Interim; Member, Global Operating Committee | n/a | Leads global PSI business; fastest-growing Solution within Marquee & Diamond accounts in FY2025 |
| Korn Ferry | Chief Marketing Officer; President, Korn Ferry Institute | 2007–2017 | Launched Korn Ferry Institute (2008) and Briefings on Talent & Leadership (2009), expanding thought leadership and brand |
| GetSmart.com (acquired by Providian; now part of LendingTree) | VP, Acquisition Marketing & New Channel Development | 1999 | Scaled digital customer acquisition during dot-com era |
| Benefits Consultants, Inc. (Cendant subsidiary) | Director of Marketing | n/a | Led marketing for benefits-focused subsidiary |
| TIAA-CREF | Early career | n/a | Foundation in financial services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ExecRank | Top 500 CMO recognition | 2012, 2014 | Ranked #499 (2012) and #146 (2014) |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $550,000 |
| All Other Compensation ($) | $66,568 | $393,328 | $60,732 |
| Perquisites detail (FY2025) | n/a | n/a | 401(k) company contribution $4,600; executive medical premium $50,438; LTD imputed income $744; executive term life insurance imputed income $4,950 |
Performance Compensation
| Metric | Weighting (Distefano) | FY2025 Target | FY2025 Actual | Payout |
|---|---|---|---|---|
| Company Adjusted Fee Revenue ($M) | Part of 15% weighted average component | $2,700 | $2,694 | Not disclosed at metric level |
| Company Adjusted EBITDA Margin (%) | Part of 15% weighted average component | 15.5% | 17.7% | Not disclosed at metric level |
| Company Marquee & Regional Account Revenue ($M) | Part of 15% weighted average component | $1,000 | $1,053 | Not disclosed at metric level |
| PSI Adjusted Fee Revenue ($M) | 25% | $495 | $470 | Not disclosed |
| PSI Adjusted EBITDA Margin (%) | 35% | 20.5% | 22.7% | Not disclosed |
| PSI Marquee & Regional Account Fee Revenue ($M) | 25% | $95 | $109 | Not disclosed |
| CEO discretionary KPI component | +15% opportunity (earned) | n/a | Earned full 15% based on M&A (Trilogy) and PSI growth in marquee accounts | Earned 15% |
| Annual Cash Incentive – Overall Payout | n/a | Target 100% of salary | $946,550 | 172.1% of target |
Award design emphasizes profitability: FY2025 weights shifted to Adjusted EBITDA (35%) and Adjusted EPS (20% for CEO/CFO cohorts), reducing Fee Revenue weight to 5% at company level; Distefano’s PSI-focused weights center on margin and strategic accounts .
Equity Ownership & Alignment
- Policies and alignment mechanisms:
- Stock ownership requirement: 3x annual base salary for named executive officers; must retain at least 75% of net shares from vesting until compliant; hedging, speculative trading, and pledging are prohibited; clawback policy per NYSE Rule 10D-1 .
- Beneficial ownership (as of July 31, 2025):
- Shares beneficially owned: 54,271; percent of class: <1% (52,327,612 shares outstanding) .
- Vested in FY2025:
Item Amount Shares acquired on vesting 15,870 - Outstanding equity (as of April 30, 2025):
Category Grant Date Unvested/Unearned Units (#) Market/Payout Value ($) Time-based RSUs Jul 9, 2021 725 $44,733 Time-based RSUs Jul 11, 2022 2,535 $156,410 Time-based RSUs Jul 11, 2023 11,843 $730,713 Time-based RSUs Jul 11, 2024 12,120 $747,804 Performance-based RSUs (Relative TSR) – 2023 grant Jul 11, 2023 47,380 (max-calculated based on performance to date) $2,923,346 Performance-based RSUs (Relative TSR) – 2024 grant Jul 11, 2024 36,380 (max-calculated based on performance to date) $2,244,646 - Vesting schedules:
- Time-based RSUs vest in four equal annual installments beginning July 11, 2025 .
- Performance-based RSUs vest after three-year periods with payout 0–200% of target based on relative TSR percentile and absolute TSR modifier; Distefano’s 2022 cycle vested 7,220 shares on July 11, 2025; 2023–2025 cycle paid 142.5% based on 4th-place ranking .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Effective July 1, 2022; role: CEO, PSI; base salary $550,000; annual cash incentive target 100% of salary; eligibility for long-term equity . |
| Severance (no change-in-control; or >24 months after CoC) | Cash equal to 1.5x base salary + 1.25x target bonus; pro rata annual incentive based on actual performance; up to 18 months COBRA reimbursement; time-vested awards scheduled to vest within 12 months become vested; performance awards pro rata based on actual performance and service days plus 1 year (cap at performance period length) . |
| Severance (double-trigger within 24 months after CoC) | Cash equal to 2.5x base salary + 2.5x target bonus; pro rata target annual incentive; COBRA reimbursement up to 18 months plus 6 additional months of partial health coverage; all time-vested equity vests; performance awards vest at greater of two methodologies (actual-to-date + target thereafter vs full-period target) . |
| Death/disability | Accrued compensation; full vesting of stock options and other equity (excluding performance shares) and ECAP; pro rata target annual incentive; performance shares vest at target for full period; COBRA reimbursement for dependents . |
| Clawback | NYSE-compliant clawback of excess incentive comp upon restatement (prior 3 fiscal years) . |
| Pledging/hedging | Prohibited for officers/directors . |
| Single-trigger acceleration | Company policy: no single-trigger equity acceleration for NEOs . |
| Long-Term Performance Unit Plan (LTPU) | Distefano awarded six units; unpaid vested value $475,000; standard payout over 5 years beginning on 7th anniversary of grant; immediate lump sum upon disability; subject to forfeiture for cause/detrimental activity . |
Compensation Summary (Multi-Year)
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | $550,000 | $550,000 | $550,000 |
| Stock Awards ($) | $649,619 | $2,068,994 | $2,359,107 |
| Non-Equity Incentive ($) | $332,292 | $572,000 | $946,550 |
| Change in Pension/Deferred Comp ($) | $66,568 | $— | $39,768 |
| All Other Compensation ($) | $66,568 | $393,328 | $60,732 |
| Total ($) | $1,598,479 | $3,584,322 | $3,956,157 |
Compensation Structure Analysis
- Shift toward profitability: FY2025 reduced weight on fee revenue and increased weights on Adjusted EBITDA and EPS, aligning incentives with margin expansion in a low-growth macro backdrop .
- Performance equity emphasis: Annual equity grants for NEOs are 60% performance-based (relative TSR) and 40% time-based, tying realized value to shareholder returns and tenure .
- Discretionary component: Additional 15% KPI opportunity awarded by CEO and approved by the Committee (earned in full for Distefano for PSI growth and strategic M&A), introducing a controlled discretionary lever .
- Governance safeguards: No excise tax gross-ups; prohibitions on hedging/pledging; robust clawback; no single-trigger acceleration—all reducing misalignment risks .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~97%, and the Committee made no structural changes thereafter, indicating investor support for pay design and outcomes .
Investment Implications
- Alignment and incentives: Distefano’s pay mix is heavily at-risk via annual metrics and relative TSR units; FY2025 overall incentive payout at 172.1% signals strong execution against margin-focused targets and PSI strategic KPIs .
- Equity cadence and supply: Time-based RSUs vest annually starting July 11, 2025; performance cycles create three-year cliffs—watch July and fiscal year-end windows for vesting-related activity; ownership policies require retaining 75% of net shares until guideline compliance, mitigating near-term sell pressure .
- Retention and CoC economics: Double-trigger CoC severance of 2.5x salary and 2.5x target bonus plus broad equity vesting reduces flight risk but raises potential change-of-control costs; single-trigger acceleration is disallowed, preserving discipline .
- Execution track record: PSI grew within marquee accounts and executed the Trilogy acquisition to extend Interim presence in Europe, supporting future fee revenue and margin durability in PSI .
- Ownership: Distefano’s beneficial stake (54,271 shares; <1% of class) reflects meaningful skin-in-the-game but not concentration risk; hedging/pledging prohibitions and clawback enhance governance quality .