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ASGN Inc

For the period ended Jun 13, 2024. Filed Apr 25, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 13, 2024 · Filed Apr 25, 2024

EFOR$34.34-3.4%Stored close · as of Nov 6, 2026
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Contents

Performance-Based RSUs

The remainder of each executive's 2023 grant was delivered as performance-based RSUs which vest upon achievement of the average of three years of NOPAT growth over a three-year performance period, with the potential for positive or negative adjustment based on the Company's TSR over the performance period relative to a 47-company comparator group outlined below. NOPAT, which is a non-GAAP (U.S. Generally Accepted Accounting Principles) financial measure, is calculated as GAAP net operating income as adjusted for non-GAAP items including depreciation, amortization, stock-based compensation, acquisition, integration and strategic planning expenses, and other adjustments including the elimination of any impact from acquisitions or dispositions during the year. The performance-based RSUs will be eligible to vest on January 2, 2026 subject to achievement of the performance targets as follows, and subject to the executives' continued service (except in the case of certain qualifying terminations of employment and/or in the case of a change in control of the Company as discussed in more detail in "Payments upon Termination or Change in Control" below):

Payout Schedule

Three-Year Average NOPAT Growth Goals · Relative TSR Modifier
NOPAT Growth vs. Prior Year Actual · Achievement · Relative TSR · Modifier Impact
≥ 9.0%200%≥75th P+25%
7.5%150%40th - 60th P—
6.0%100%≤25th P-25%
4.0%75%
2.0%50%
<2.0%—%
Outcomes relative to this schedule are measured annually over the three years and averaged to determine final NOPAT payout.The final NOPAT growth outcome is then modified by an increase or decrease of up to 25 percent of the number of RSUs issued based on ASGN's TSR performance relative to a 47-company comparator group (outlined below).

TSR Comparator Group: The following companies constitute the TSR comparator group for 2023 performance-based RSU awards, and were selected using the same following criteria as used previously:

Categories:

IT Consulting and Other Services;

Research and Consulting Services; and

Human Resource and Employment Services

Publicly-traded, U.S.-based company

Russell 3000 constituent

>$500MM in revenue

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.