Robert Rozek
Executive Vice President, Chief Financial Officer and Chief Corporate Officer at KFY
Executive
About Robert Rozek
Robert P. Rozek is Executive Vice President, Chief Financial Officer, and Chief Corporate Officer at Korn Ferry, serving since February 2012; he is 64 years old and holds a bachelor’s degree in accounting from Canisius College . Company performance in FY 2025 included Fee Revenue of $2.7B, Adjusted EBITDA of $463.9M (17% margin), Diluted EPS of $4.60, and Adjusted Diluted EPS of $4.88, which underpin the pay‑for‑performance framework applied to Rozek’s incentives . Korn Ferry’s annual cash incentive weightings for FY 2025 emphasized profitability (Adjusted EBITDA 35%, Adjusted EPS 20%) and capital efficiency (Adjusted ROIC 15%), with revenue and strategic KPIs rounding out the plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Korn Ferry | EVP, CFO & Chief Corporate Officer | 2012–Present | Global finance leadership; corporate oversight aligning capital allocation with strategy |
| Cushman & Wakefield, Inc. | EVP & CFO | 2008–2012 | Led finance at a global CRE services firm through post‑GFC market dynamics |
| Las Vegas Sands Corp. | SVP & CFO | 2006–2008 | Finance leadership at global integrated resorts developer |
| Eastman Kodak | Senior leadership roles | Not disclosed | Finance/operational leadership at a global imaging company |
| PricewaterhouseCoopers LLP | Partner | ~5 years | Audit/financial leadership; grounding in controls and reporting |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
Fixed Compensation
| Component (FY 2025) | Value |
|---|---|
| Base Salary ($) | 625,000 |
| Target Annual Cash Incentive (% of salary) | 120% |
| Actual Annual Cash Incentive ($) | 1,461,000 |
Performance Compensation
| Element | Metric | Weighting | FY 2025 Target | FY 2025 Actual | Payout Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted Fee Revenue ($M) | 5% | 2,700 | 2,694 | CEO/CFO (Burnison/Rozek) payout factor 194.8% of target |
| Annual Cash Incentive | Adjusted EBITDA Margin (%) | 35% | 15.5% | 17.7% | |
| Annual Cash Incentive | Adjusted Diluted EPS ($) | 20% | 4.28 | 4.91 | |
| Annual Cash Incentive | Adjusted ROIC (%) | 15% | 10.0% | 12.3% | |
| Annual Cash Incentive | Marquee & Regional Account Revenue ($M) | 20% | 1,000 | 1,053 | |
| Annual Cash Incentive | Top Rated Performers Retention (% of target) | 5% | Not disclosed (competitive sensitivity) | 99% of target |
| Equity Award Type (FY 2025 Grants) | Grant Date | Target Units/Shares | Max Units/Shares | Vesting |
|---|---|---|---|---|
| Time‑based RSUs | 7/11/2024 | 21,220 | — | Four equal annual installments beginning 7/11/2025 |
| Performance‑based Relative TSR Units | 7/11/2024 | 31,830 | 63,660 | 3‑year performance vs peer group per schedule below |
| Relative TSR Percentile | Payout as % of Target (Abs. TSR > 0%) | Payout as % of Target (Abs. TSR ≤ 0%) |
|---|---|---|
| ≥75th | 200% | 100% |
| 55th | 100% | 100% |
| 50th | 90% | 85% |
| 30th | 50% | 25% |
| <30th | 0% | 0% |
Notable: The 2023 TSR cycle’s end date was modified to 3/31/2025 due to extraordinary April 2025 market volatility from tariff announcements; payout ranking was unchanged (4th of 13; 142.5% of target), implying fairness with no incremental accounting expense .
Multi‑Year Compensation (Summary Compensation Table)
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 625,000 | 625,000 | 625,000 |
| Stock Awards | 3,295,355 | 3,620,719 | 4,128,882 |
| Non‑Equity Incentive Plan Compensation | 543,739 | 1,106,250 | 1,461,000 |
| Change in Pension Value/Deferred Comp. Earnings | — | — | — |
| All Other Compensation | 71,434 | 70,687 | 73,421 |
| Total | 4,535,528 | 5,422,656 | 6,288,303 |
All Other Compensation (FY 2025) detail: 401(k) company contribution $4,104; auto allowance $5,400; executive medical premium $50,438; executive LTD imputed income $744; executive term life imputed income $12,735 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 72,419 shares; <1% of outstanding (52,327,612 shares outstanding as of 7/31/2025) |
| Shares Acquired on Vesting (FY 2025) | 50,508 shares; value realized $3,318,534 |
| Outstanding Unvested Time‑based RSUs at FY‑end | 2,718 (2021 grant); 10,135 (2022); 20,730 (2023); 21,220 (2024) |
| Outstanding Performance Units at FY‑end | 43,320 (FY 2022 grant, vested 7/11/2025); 82,900 (FY 2023 grant, max calc as of date); 63,660 (FY 2024 grant, max calc as of date) |
| Stock Ownership Guidelines | NEOs required to hold ≥3x base salary; must retain 75% of net shares until met; unvested awards excluded from count |
| Hedging/Pledging | Prohibited for officers and directors |
| Options | Company does not currently grant stock options; none outstanding for Rozek |
| Deferred Compensation (ECAP) | No FY 2025 contributions or balance disclosed for Rozek |
Employment Terms
- Employment agreement dated June 28, 2021 provides: base salary $625,000; annual cash incentive target 120% of base; max 200% of target; eligibility for equity awards and executive benefits .
- No single‑trigger equity acceleration for change in control; clawback policy effective October 2, 2023, aligned with NYSE Rule 10D‑1 .
- Insider trading policy prohibits hedging, speculative trading, and pledging; reinforces alignment and reduces leverage risk .
| Scenario (FY 2025 valuations) | Equity/ECAP (ex‑performance) | Performance‑Based Shares | Base Salary | Annual Incentive | Health Benefits | Total |
|---|---|---|---|---|---|---|
| Retirement | 3,381,345 | 7,194,220 | — | — | — | 10,575,565 |
| Termination Without Cause/Good Reason (no CIC or >24 months after CIC) | 3,381,345 | 7,194,220 | 937,500 | 2,398,500 | 86,893 | 13,998,458 |
| Double‑Trigger (within 24 months post‑CIC) | 3,381,345 | 7,194,220 | 1,562,500 | 2,625,000 | 115,857 | 14,878,922 |
| Death or Disability | 3,381,345 | 7,194,220 | — | 750,000 | 173,786 | 11,499,351 |
Retirement treatment: Time‑vested awards outstanding >90 days continue to vest; performance awards vest based on actual performance for the full period; 6‑month notice required . Severance and vesting benefits conditioned on release and compliance with non‑compete/non‑solicit/confidentiality covenants .
Compensation Structure Analysis
- FY 2025 increased emphasis on profitability and EPS vs revenue (Fee Revenue weighting reduced to 5%, EBITDA to 35%, EPS to 20%), aligning cash incentives with investor priorities in a low‑growth environment .
- Majority of long‑term equity in performance‑based TSR units (60%) with rigorous peer‑relative payout grid; time‑based RSUs (40%) vest over four years, supporting retention .
- No excise tax gross‑ups; clawback adopted; no single‑trigger acceleration—strong governance hygiene .
- TSR cycle end‑date modification due to extraordinary market volatility did not change payout outcome; still a process change worth monitoring for precedent risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~97%, with ongoing investor engagement; FY 2025 program maintained due to strong support .
Investment Implications
- Pay‑for‑performance alignment is high: FY 2025 cash incentive payout for CEO/CFO at 194.8% of target reflects outperformance on EBITDA margin, EPS, ROIC, and strategic KPIs despite a softer revenue target .
- Retention risk mitigated by continued vesting upon retirement and strong long‑term equity mix; however, annual RSU vesting (four‑year schedule beginning 7/11/2025) can create periodic liquidity events and potential insider selling pressure around vest dates (subject to trading windows) .
- Governance protections (clawback; anti‑hedging/pledging; no single‑trigger) and robust ownership policy reduce misalignment risks; beneficial ownership remains <1%—monitor progress toward ownership guideline compliance and any incremental accumulation .
- The TSR award timing modification sets a governance precedent; while outcome unchanged, investors should watch for future equity plan changes and test rigor vs peer outcomes .