Russell Hagey
Director at KFY
Board
About Russell A. Hagey
Russell A. Hagey, age 64, is an independent director of Korn Ferry since 2024. He is Senior Partner and Chief Leadership Officer at Bain & Company with 41 years in consulting, recognized for overseeing recruiting, professional development, and HR globally; his expertise spans corporate strategy, growth, product development, and sales/distribution across large corporates and PE-backed businesses . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bain & Company | Chief Leadership Officer | 2021–present | Oversees global recruiting, professional development, training, HR for Bain’s global staff; ranked #3 CHRO by Forbes in 2015 . |
| Bain & Company | Senior Partner | 1997–present | Senior leadership and strategy advisory across industries . |
| Bain & Company | Chief Talent Officer | 2007–2020 | Led global talent strategy and processes . |
| Bain & Company | Managing Partner – Los Angeles; Partner/Manager/Consultant | 1982–1984; 1986–2007 | Leadership and client delivery roles across decades . |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| Fingerpaint Group | Director | Private company | Board member; further committee details not disclosed . |
| Public company boards | — | — | None currently . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE standards . |
| Board attendance | Board met 5 times in FY2025; each incumbent director attended ≥75% of Board and applicable committee meetings . |
| Committees | Compensation & Personnel Committee (member); Nominating & Corporate Governance Committee (member) . |
| Committee chairs | None (Compensation Chair: Jerry P. Leamon; Nominating Chair: Doyle N. Beneby) . |
| Committee meeting cadence | Compensation & Personnel: 7 meetings; Nominating & Corporate Governance: 4 meetings (FY2025) . |
| Executive sessions | Regular executive sessions of independent directors; independent Board Chair presides . |
| Board structure | Independent, non-executive Chair; 100% independent Board committees . |
Fixed Compensation (Director)
FY2025 non-employee director pay structure: $95,000 annual cash retainer (payable in cash or RSUs), annual equity grant (~$185,000 RSUs; increased to $200,000 beginning FY2026), committee fees limited to Audit ($10,000 members; $25,000 chair; increased to $12,000/$30,000 in FY2026), Compensation Chair $25,000, Nominating Chair $12,500 (to $18,000 in FY2026), Board Chair $130,000 (to $150,000 in FY2026). No meeting fees; expenses reimbursed .
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual retainer | $95,000 | Hagey elected RSUs in lieu of cash; 1,310 RSUs issued (grant-date fair value $94,910) (fn 6) . |
| Committee member fees | $0 | Not on Audit Committee; no member fees for Compensation or Nominating committees . |
| Chair fees | $0 | Not a chair . |
| Dividend equivalents on unvested RSUs | $3,281 | Reported as “All Other Compensation” . |
| Total reported director compensation | $282,938 | Stock awards $279,657; cash fees $0; other comp $3,281 . |
Performance Compensation (Director)
Director equity is time-based (no performance metrics). Grants typically occur on the date of the annual meeting and vest the day before the following annual meeting; directors may elect to defer settlement .
| Equity element | Instrument | FY2025 Grant Value/Units | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Annual equity grant | RSUs | ~2,550 RSUs per director as of 4/30/2025; ~$185,000 value policy | Vest day before next annual meeting; deferral optional | Hagey did not elect to defer the annual RSUs; most other directors did (except Robinson) . |
| Fee-in-lieu equity | RSUs | 1,310 RSUs issued for $95,000 retainer | Same as above | Hagey elected RSUs instead of cash and deferred settlement of 1,310 RSUs until retirement from the Board (fn 6) (fn 5). |
No director stock options or performance-based equity were disclosed for directors; director equity awards are time-based RSUs .
Other Directorships & Interlocks
- Current public boards: None .
- Compensation Committee interlocks: None; all Compensation & Personnel Committee members were independent; no interlocks or insider participation disclosed .
Expertise & Qualifications
- Human capital leadership: Global leadership over recruiting, development, and HR at Bain; Forbes top CHRO recognition .
- Strategy and operations: Deep experience in corporate strategies, growth initiatives, product development, sales and distribution across large companies and PE-backed firms .
- Oversight of large/global workforces: Direct responsibility for global people strategy at Bain .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 3,860 RSUs scheduled to vest 9/17/2025; of these, 1,310 RSUs (fee-in-lieu) deferred until retirement from the Board (fn 5). |
| Ownership as % of shares outstanding | <1% (individually; aggregate board and officers 1.0%) . |
| Vested vs unvested | RSUs vest the day before the next annual meeting; as of 7/31/2025, 3,860 RSUs counted due to vesting within 60 days (9/17/2025) (fn 5) . |
| Pledging/hedging | Prohibited for directors and officers (no pledging; no hedging/speculative trading) . |
| Director ownership guidelines | 3x annual cash retainer; must retain at least 75% of net shares until compliant . |
| Compliance status | Individual compliance status not disclosed in the proxy . |
Governance Assessment
- Board effectiveness and independence: Hagey serves on two key committees (Compensation; Nominating & Governance) with fully independent membership; Board maintained regular executive sessions with an independent Chair, and all committees are 100% independent—supporting robust oversight .
- Attendance and engagement: The Board met 5 times in FY2025, and each incumbent director attended ≥75% of Board and committee meetings—meeting institutional expectations for engagement .
- Pay alignment and director incentives: Hagey took his $95,000 retainer in equity (RSUs) and received the standard annual RSU grant (~$185,000), aligning interests with shareholders; no option awards or performance-linked director equity were disclosed—typical for governance best practice to reduce risk-taking .
- Ownership alignment and risk controls: Directors are subject to stringent stock ownership (3x retainer), retention (75% net shares), and anti-hedging/anti-pledging policies—positive for shareholder alignment and risk management .
- Other roles and potential conflicts: Hagey is an active senior executive at Bain & Company (a management consulting firm that can overlap in market space with Korn Ferry’s Consulting business). The Board nevertheless determined he is independent and disclosed no related-party transactions involving him or Bain—monitor for future conflicts given industry adjacency, but no current red flag disclosed .
- Shareholder sentiment: Say-on-pay support was ~97% at the 2024 Annual Meeting, indicating strong investor confidence in Korn Ferry’s pay practices and governance; the Compensation Committee uses an independent consultant and disclosed best-practice policies (clawback, no excise tax gross-ups, no single-trigger equity) .
Other Signals and Reference Data
- Committee workloads: FY2025 meetings—Compensation & Personnel (7); Nominating & Corporate Governance (4)—indicates active committee oversight cadence .
- Director compensation detail: Hagey FY2025—Stock awards $279,657; fee RSUs (in lieu of cash) ~$94,910 (1,310 RSUs); dividend equivalents $3,281; total $282,938 .
Appendix: Director Compensation (FY2025) – Structure and Hagey Detail
| Item | Korn Ferry Policy | Hagey FY2025 |
|---|---|---|
| Cash retainer | $95,000 (cash or RSUs) | Elected RSUs; 1,310 RSUs; grant-date value $94,910 (fn 6). |
| Annual equity | ~$185,000 RSUs (to $200,000 in FY2026); vest day before next AGM; deferral optional | Held 2,550 RSUs as of 4/30/2025 (annual grant); did not defer annual grant . |
| Committee fees | Audit members $10,000 ($12,000 FY2026); Audit Chair $25,000 ($30,000 FY2026) | Not applicable (not on Audit) . |
| Other chair fees | Compensation Chair $25,000; Nominating Chair $12,500 ($18,000 FY2026); Board Chair $130,000 ($150,000 FY2026) | Not applicable . |
| All other comp | Dividend equivalents on unvested RSUs | $3,281 . |
Appendix: Beneficial Ownership (as of 7/31/2025)
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Russell A. Hagey | 3,860 RSUs vesting 9/17/2025; 1,310 RSUs deferred until retirement | <1% of class; RSUs included due to vesting within 60 days (fn 5). |
| All directors & officers (14 persons) | 507,129 shares | 1.0% of class . |
No related-person transactions involving Hagey were disclosed; the proxy notes only ordinary-course arms-length services provided to certain 5% shareholders (Vanguard, BlackRock, ACIM) under a formal policy reviewed by the Audit Committee .