KORN FERRY
For the period ended Sep 24, 2026. Filed Aug 7, 2026.
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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.
Sep 24, 2026 · Filed Aug 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Korn Ferry
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
**What We Stand For:
Our Values
Inclusion
We embrace people with different points of view, from all backgrounds. And we think and work as one team.
Honesty
We say what we mean and we do what we say. We hold ourselves to the highest standards. And we make it safe for people to speak out when they see something wrong.
Knowledge
We are insatiably curious, always learning new things. And we actively help our colleagues grow and develop, too, with mentoring and support.
Performance
We never settle for the status quo. We always strive to be better today than we were yesterday and do our best for our clients, colleagues, and stockholders.
Table of Contents
| 01 Governance | |
|---|---|
| Proposal 1: Election of Directors | 12 |
| The Board of Directors | 13 |
| Governance Insights: Aligning Board Composition with Corporate Strategy | 13 |
| Director Qualifications | 14 |
| Annual Board and Committee Evaluations | 14 |
| Snapshot of Director Nominees | 15 |
| Background and Qualifications of Director Nominees | 16 |
| Corporate Governance | 22 |
| Board Leadership Structure | 22 |
| Director Independence | 23 |
| Board’s Oversight of Enterprise Risk and Risk Management | 24 |
| Board Committees | 26 |
| Board Education and Refreshment | 28 |
| Culture of Integrity and Code of Business Conduct and Ethics | 30 |
| Commitment to Good Governance Practices | 30 |
| 02 Compensation | |
| Proposal 2: Advisory Resolution to Approve Executive Compensation | 34 |
| Compensation Discussion and Analysis | 35 |
| Executive Summary: Focus on Pay-For-Performance | 35 |
| Governance Insights: Aligning Executive Pay with the Stockholder Experience | 38 |
| Executive Compensation Philosophy and Oversight | 38 |
| Our Process: From Strategy to Compensation-Related Metrics | 40 |
| Elements of Compensation & Compensation Decisions and Actions | 42 |
| Other Compensation Elements | 48 |
| Other Policies | 50 |
| Compensation and Personnel Committee Report on Executive Compensation | 51 |
| Compensation Committee Interlocks and Insider Participation | 51 |
| Compensation of Executive Officers and Directors | 52 |
| Fiscal Year 2026, 2025, and 2024 Summary Compensation Table | 52 |
| Fiscal Year 2026 Grants of Plan-Based Awards | 53 |
| Employment Agreements | 53 |
| Fiscal Year 2026 Outstanding Equity Awards at Fiscal Year-End | 55 |
| Stock Vested in Fiscal Year 2026 | 56 |
| Fiscal Year 2026 Pension Benefits | 57 |
| Fiscal Year 2026 Nonqualified Deferred Compensation | 58 |
| Potential Payments Upon Termination or Change of Control | 58 |
| Pay Ratio Disclosure | 65 |
| Pay Versus Performance | 66 |
| Fiscal Year 2026 Compensation of Directors | 69 |
| 03 Stock Incentive Plan | |
| Proposal 3: Approval of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan | 72 |
| Executive Summary | 72 |
| Reasons for the Proposal | 72 |
| Key Data | 73 |
| Promotion of Good Corporate Governance Practices | 73 |
| Plan Summary | 73 |
| U.S. Federal Income Tax Consequences | 78 |
| Plan Benefits; Market Value of Securities | 79 |
| Registration with the SEC | 80 |
| Equity Compensation Plan Information | 81 |
| 04 Audit Matters | |
| Proposal 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | 84 |
| Audit Committee Matters | 85 |
| Fees Paid to Ernst & Young | 85 |
| Recommendation to Appoint Ernst & Young as Independent Registered Public Accounting Firm | 85 |
| Audit Committee Pre-Approval Policies and Procedures | 86 |
| Governance Insights: Segment Reporting Update | 86 |
| Report of the Audit Committee | 87 |
| 05 General Information | 89 |
| Security Ownership of Certain Beneficial Owners and Management | 90 |
| Questions and Answers About the Proxy Materials and the Annual Meeting | 91 |
| Other Matters | 95 |
| Certain Relationships and Related Transactions | 95 |
| Related Person Transaction Approval Policy | 95 |
| Appendix A Non-GAAP Financial Measures | A-1 |
| Appendix B Korn Ferry Amended and Restated 2022 Stock Incentive Plan | B-1 |
| Frequently Accessed Information | |
| Aligning Board Composition with Corporate Strategy | 13 |
| Beneficial Ownership | 90 |
| Commitment to Good Governance Practices | 30 |
| Director Biographies | 16 |
| Director Independence | 23 |
| Aligning Executive Pay with the Stockholder Experience | 38 |
| Employment Agreements | 53 |
| Governance Documents | 94 |
| Segment Reporting Update | 86 |
| How to Vote | 92 |
| Related Party Transactions and Policies | 95 |
| Risk Oversight | 24 |
| Stock Ownership Policy | 50 |
| Use of Peer Group | 40 |
| Virtual Meeting Information | 91 |
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