Form 4: Korn Ferry Executive Michael Distefano Reports Significant Equity Transactions

Korn Ferry's Chief Executive Officer of Professional Search & Interim, Michael Distefano, reported the acquisition of 20,810 shares and disposition of 7,855 shares for tax obligations, resulting in a net beneficial ownership of 63,876 shares.

Summary

• Michael Distefano, Chief Executive Officer of Professional Search & Interim at Korn Ferry (KFY), reported multiple stock transactions on July 11, 2025.
• Acquired 13,590 shares of common stock as restricted stock, granted as compensation for services at a price of $0, with vesting scheduled in four equal annual installments commencing on July 11, 2026.
• Acquired an additional 7,220 shares of common stock upon the settlement of Relative TSR performance units, which were granted on July 11, 2022, under the Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan, following the satisfaction of underlying performance criteria. These shares were also acquired at a price of $0.
• Disposed of 3,667 shares at a price of $73.57 per share to satisfy tax withholding obligations related to the settlement of the 7,220 Relative TSR performance units.
• Disposed of another 4,188 shares at a price of $73.57 per share to satisfy tax withholding obligations related to the vesting of 8,245 shares of restricted stock held by the reporting person.
• Following these reported transactions, Michael Distefano's direct beneficial ownership of Korn Ferry common stock stands at 63,876 shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects an executive receiving significant equity compensation and achieving performance targets, indicating confidence and alignment with the company. The dispositions are for tax purposes, which is neutral.

Positives

• Michael Distefano acquired a total of 20,810 shares of Korn Ferry common stock through compensation and performance unit settlement, indicating continued alignment with shareholder interests.
• The settlement of Relative TSR performance units signifies the satisfaction of performance criteria, reflecting positive company or individual performance.

Negatives

• A total of 7,855 shares were disposed of to cover tax withholding obligations, which, while a common practice, reduces the executive's direct shareholding.

Future Outlook

The acquired restricted stock of 13,590 shares will vest in four equal annual installments commencing on July 11, 2026, indicating future equity compensation events.

Management Comments

• Acquired upon the settlement of Relative TSR performance units granted on July 11, 2022 under the Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.
• Represents restricted stock that vests in four equal annual installments commencing on July 11, 2026.
• Granted as compensation for services.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions and does not provide broader industry context or trends. It reflects standard executive compensation practices within the professional services and consulting industry.

Comparison to Industry Standards

• The use of restricted stock and performance units (like Relative TSR) as executive compensation is a common practice across various industries, including professional services, aligning executive incentives with long-term company performance and shareholder value.
• The disposition of shares to cover tax withholding obligations upon vesting or settlement of equity awards is a standard and expected procedure for executives receiving equity compensation.

Stakeholder Impact

• Shareholders: The executive's increased beneficial ownership through compensation aligns their interests with shareholders. The disposition for tax is a routine event.
• Employees: Reflects the company's executive compensation structure, which may influence broader compensation strategies.

Next Steps

• Future vesting events for the 13,590 restricted stock shares, commencing July 11, 2026.

Key Dates

Keywords

Korn Ferry, KFY, SEC Form 4, Insider Trading, Stock Acquisition, Stock Disposition, Executive Compensation, Restricted Stock, Performance Units, Michael Distefano