02 COMPENSATION - Compensation Discussion and Analysis

Such financial targets and strategic execution KPIs form the basis for each NEO’s annual cash incentives and are tracked and measured during the course of the year with the year-end results reported to the Committee for determining year-end annual cash bonus awards.

Use of Independent Advisor

The Committee retains compensation consultants to assist it in conflicts of interest assessment (taking into consideration factors assessing the competitiveness of the NEOs’ compensation. In specified in the NYSE listing standards) and has concluded that fiscal year 2019, the Committee retained Pearl Meyer & Partners, Pearl Meyer is independent and its work for the Committee has LLC (“Pearl Meyer”). Pursuant to the factors set forth in Item not raised any conflicts of interest. No other fees were paid to 407 of Regulation S-K of the Exchange Act, the Committee has Pearl Meyer except fees related to their services to the Committee. reviewed the independence of Pearl Meyer and conducted a

Use of a Peer Group

The Company does not target or position NEO pay levels at group is difficult to obtain. In addition, even when such data a specific percentile level relative to a peer group. Rather, the is available, meaningful differences in size, complexity and Company reviews total direct compensation and the mix of organizational structure among the Company’s peer group make the compensation components relative to the peer group as one direct comparisons of compensation practices challenging and of the factors in determining if compensation is adequate to require exercise of judgment. In assessing the competitiveness attract and retain executive officers with the unique set of skills of the Company’s NEO compensation, the Committee relies necessary to manage and motivate our global human capital on information obtained from the proxy statements of management firm. publicly-traded competitors, information derived from data Because a number of the Company’s peer organizations are obtained from other public sources with respect to competitor privately-held, precise information regarding executive officer organizations, and the general knowledge of the Committee and compensation practices among the Company’s competitor its compensation consultant with regard to the market for senior management positions.

For fiscal year 2019, the Committee used the following companies as a peer group:

CBIZ, Inc. Kforce Inc. FTI Consulting, Inc. Navigant Consulting, Inc. Heidrick & Struggles International, Inc. Resources Connection, Inc. Huron Consulting Group Inc. Robert Half International Inc. ICF International, Inc. The Dun & Bradstreet Corporation* Insperity, Inc. Willis Towers Watson Kelly Services, Inc. TrueBlue, Inc. * The Dun & Bradstreet Corporation was acquired in February 2019. The Committee reviewed The Dun & Bradstreet Corporation historical pay data as part of its fiscal year 2019 pay decision process. However, The Dun & Bradstreet Corporation was removed from the calculation of relative TSR for fiscal year 2019. This peer group was primarily selected based upon criteria such as business lines, operating model, customer base, revenue, market capitalization and entities with which the Company competes for stockholder investment. The Committee reviews the peer group on an annual basis. Revenue and market capitalization data for this peer group and the Company are as follows:

Market capitalization (as of July 10, 2019) Revenues* Fiscal 2019 Peer Group Median (including Korn Ferry) $ 1,343,000,000 $ 1,696,107,500 Korn Ferry** $ 2,217,000,000 $ 1,973,862,000 * Peer company total revenues computed for 12 months ending as of the applicable company’s most recent annual report (as of July 10, 2019). ** As of the Company’s fiscal year ended April 30, 2019. While the Committee does not target a particular position relative executives and intends that the levels provided to each NEO fall to its peer group in determining the salary, annual cash incentive within that range. The salary, annual cash incentive and long-term and long-term incentive levels for each NEO, the Committee does incentive levels for fiscal year 2019 generally fell within this range consider the range of salary, annual cash incentive and long-term and are generally intended to be within the 25th to 75th percentile incentive levels that the peer group provides to similarly situated of the range.

30 | 2019 Proxy Statement