Form 4: Korn Ferry CEO Gary Burnison Reports Significant Equity Compensation and Performance Unit Settlement

Korn Ferry's CEO and Director, Gary D. Burnison, reported the acquisition of substantial equity awards, including restricted stock and performance units, alongside dispositions for tax withholding purposes.

Summary

• Gary D. Burnison, CEO and Director of Korn Ferry (KFY), reported multiple stock transactions on July 11, 2025.
• Acquired 67,960 shares of Common Stock as restricted stock compensation, which will vest in four equal annual installments commencing on July 11, 2026.
• Acquired an additional 122,740 shares of Common Stock upon the settlement of Relative TSR performance units that were granted on July 11, 2022, following the satisfaction of the underlying performance criteria.
• Disposed of 62,328 shares of Common Stock at a price of $73.57 per share to satisfy tax withholding obligations related to the settlement of the 122,740 Relative TSR performance units.
• Disposed of 22,737 shares of Common Stock at a price of $73.57 per share to satisfy tax withholding obligations related to the vesting of 44,773 shares of restricted stock.
• Following these reported transactions, Gary D. Burnison's direct beneficial ownership of Korn Ferry Common Stock stands at 275,442 shares.

Sentiment

Score: 8

Explanation: The report indicates strong company performance as evidenced by the satisfaction of performance criteria for long-term incentive awards, leading to a significant equity payout for the CEO. The grant of new restricted stock further aligns executive incentives with shareholder value, contributing to a positive sentiment.

Positives

• The CEO received 122,740 shares from the settlement of Relative TSR performance units, indicating that the company successfully met its performance targets, which is a positive signal for investors.
• The grant of 67,960 restricted shares as compensation aligns the CEO's long-term incentives with shareholder value creation.

Future Outlook

67,960 restricted shares granted to the CEO are scheduled to vest in four equal annual installments, commencing on July 11, 2026.

Industry Context

Equity compensation, including restricted stock and performance units tied to metrics like Total Shareholder Return (TSR), is a common practice in executive compensation across various industries. These mechanisms are designed to align executive incentives with long-term company performance and shareholder interests.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) linked to performance criteria such as Relative TSR is a standard component of executive compensation packages for publicly traded companies.
• While the specific quantum of shares and vesting schedules are company-specific, the underlying mechanisms for incentivizing executives through equity are consistent with global benchmarks in corporate governance and compensation practices.

Related Party Transactions

• The reported transactions involve the CEO and the company, which are considered related parties. These transactions are part of the CEO's compensation package, including the grant of restricted stock and the settlement of performance units, and the subsequent disposition of shares to cover tax obligations.

Stakeholder Impact

• Shareholders: The settlement of performance units due to met criteria signals strong company performance, which is generally positive. The grant of new restricted stock aligns the CEO's interests with long-term shareholder value. The shares disposed for tax withholding are a standard part of equity compensation and do not represent a sale by the insider for personal liquidity beyond tax obligations.

Next Steps

• Vesting of 67,960 restricted shares in four equal annual installments commencing July 11, 2026.

Key Dates

Keywords

Korn Ferry, KFY, Gary D Burnison, CEO, Director, Form 4, Insider Trading, Stock Compensation, Restricted Stock, Performance Units, Relative TSR, Equity Awards, Share Ownership