KORN FERRY (KFY)
Sector: Industrials
2026 Annual Meeting Analysis
KORN FERRY · Meeting: September 24, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with extensive senior leadership experience; no overboarding (3 outside public boards), no attendance issues, and KFY's 3-year TSR of +71.4% outperforms the peer median by +89.5pp, well above the 65pp threshold required to trigger a vote against.
Independent director with strong financial/CFO credentials and CPA designation; joined in 2021, holds 1 outside public board seat, no attendance issues, and KFY's strong relative TSR performance does not trigger any concern.
CEO and executive director; holds 0 outside public board seats, no overboarding; KFY's 3-year TSR of +71.4% outperforms the peer median by +89.5pp, clearing the 65pp threshold with a positive gap, so the TSR trigger does not apply.
Independent director with deep CEO and operational experience; joined in 2023, holds 2 outside public boards, no attendance issues, and KFY's outperformance vs. peers removes any TSR concern.
Independent director with highly relevant consulting and talent management expertise; joined in 2024 (within 24 months), exempt from TSR trigger under the new-director exemption, holds 0 outside public boards, no attendance issues.
Independent Board Chair with nearly 40 years at Deloitte and CPA credentials; director since 2012, holds 0 outside public boards, no attendance issues, and KFY's strong peer-relative TSR does not trigger any concern despite age-related board policy exception.
Independent director with extensive senior leadership and public board experience; director since 2017, holds 1 outside public board seat, no attendance issues, and KFY's TSR outperformance vs. peers clears the threshold comfortably.
Independent director with distinguished military leadership background; director since 2019, holds 0 outside public boards, no attendance issues, and KFY's strong peer-relative TSR does not trigger any concern.
Independent director who joined in March 2026 (less than 24 months ago), so the TSR trigger does not apply; holds 3 outside public boards (within the permitted limit), brings strong CFO and CPA credentials from Deloitte, and the board has affirmatively determined his simultaneous audit committee service will not impair his effectiveness.
All nine director nominees receive a FOR vote. KFY's 3-year TSR of +71.4% outperforms the compensation peer group median by +89.5 percentage points, far exceeding the 65pp threshold required under the strong-positive TSR tier, so the TSR underperformance trigger does not fire for any director. No director is overboarded, all attended at least 75% of meetings, the board is 89% independent with fully independent committees, a skills matrix is disclosed, and audit committee members hold appropriate financial credentials.
Say on Pay
✓ FORCEO
Gary D. Burnison
Total Comp
$14,671,340
Prior Support
86%%
The prior year Say on Pay vote received approximately 86% support, well above the 70% threshold that would require visible changes, and no changes were required. CEO total compensation for fiscal year 2025 (the most recent year in the database) was $14,671,340, which is benchmarked against the industrials/professional services sector at KFY's market cap — this level does not appear to exceed the +20% individual CEO threshold based on the company's scale and global scope. Pay mix is strongly performance-oriented: for the CEO, the vast majority of compensation is variable (equity awards at roughly 73% of total and cash incentives at roughly 18%), well above the 50-60% variable pay floor required by policy. The pay-for-performance alignment check also passes: KFY's 3-year TSR of +71.4% substantially outperforms the peer group median of -18.1%, meaning above-benchmark incentive pay is clearly justified by shareholder outcomes. The company has a meaningful clawback policy compliant with NYSE/SEC requirements, and performance metrics include rigorous multi-year relative TSR for equity awards alongside annual financial KPIs.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young has served as Korn Ferry's auditor since 2002, giving it approximately 24 years of tenure — just under the 25-year threshold that would trigger a negative vote. The proxy discloses regular lead audit partner rotation (most recent partner appointed June 2023), and no fee data sufficient to calculate a non-audit ratio was extracted from the filing text provided; absent confirmed data triggering a fee-ratio concern, the default FOR applies. EY is a Big 4 firm appropriate for a company of KFY's size and global complexity.
Overall Assessment
The 2026 Korn Ferry annual meeting presents a clean ballot with no significant governance concerns: all nine director nominees receive FOR votes driven by KFY's exceptional 3-year peer-relative TSR outperformance of +89.5 percentage points, the Say on Pay program earns strong support given a heavily performance-weighted pay structure and clear alignment between executive rewards and shareholder returns, and Ernst & Young's ratification is supported with tenure just under the 25-year threshold and regular audit partner rotation in place. The equity plan amendment (Proposal 3) falls outside the scope of this policy and is noted but not evaluated.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing