Form 4: Korn Ferry EVP, CFO & CCO Robert Rozek Reports Significant Stock Acquisitions and Tax-Related Dispositions

Korn Ferry's EVP, CFO & CCO, Robert P. Rozek, reported the acquisition of 68,470 shares through restricted stock grants and performance unit settlements, alongside the disposition of 25,667 shares for tax withholding obligations.

Summary

• Robert P. Rozek, EVP, CFO & CCO of Korn Ferry, reported transactions on July 11, 2025.
• Acquired 25,150 shares of common stock as restricted stock, granted as compensation for services, which will vest in four equal annual installments commencing on July 11, 2026.
• Acquired an additional 43,320 shares of common stock upon the settlement of Relative TSR performance units that were granted on July 11, 2022, under the Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan, due to the satisfaction of the underlying performance criteria.
• Disposed of 18,347 shares at a price of $73.57 per share to satisfy tax withholding obligations related to the settlement of the 43,320 Relative TSR performance units.
• Disposed of 7,320 shares at a price of $73.57 per share to satisfy tax withholding obligations related to the vesting of 17,282 shares of restricted stock held by the reporting person.
• Following these reported transactions, Robert P. Rozek directly beneficially owns 127,304 shares of Korn Ferry common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive because the executive received a significant number of shares through compensation and performance achievement, indicating successful performance and ongoing alignment with shareholder interests, despite the expected tax-related dispositions.

Positives

• Acquisition of 25,150 shares of restricted stock as compensation, indicating ongoing executive incentive and retention.
• Acquisition of 43,320 shares from the settlement of performance units, signifying the achievement of performance criteria for awards granted on July 11, 2022.
• The total shares acquired (68,470) significantly outweigh the shares disposed of for tax purposes (25,667), resulting in a net increase in beneficial ownership.

Negatives

• Disposition of 25,667 shares (18,347 + 7,320) to satisfy tax withholding obligations, which reduces the direct beneficial ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The increase in executive ownership aligns management interests with shareholders. The achievement of performance criteria for the TSR units suggests positive company performance over the measurement period.
• Employees: The compensation structure reflects standard executive incentive programs, potentially signaling a stable compensation framework within the company.

Next Steps

• Future vesting of 25,150 restricted shares in four equal annual installments commencing July 11, 2026.

Key Dates

Recommendation

Keywords

Korn Ferry, KFY, SEC Form 4, Insider Trading, Stock Grant, Restricted Stock, Performance Units, Executive Compensation, Robert Rozek, CFO, CCO, Stock Ownership, Tax Withholding