Corporate Governance Awards 2016: Best proxy statement (small to mid-cap) - Korn Ferry
It’s been a busy few years at Korn Ferry. The acquisitions of Lominger, PDI Ninth House and Hay Group have almost doubled revenue from $744.2 million in 2011 to $1.3 billion in 2016. As the firm has broadened its services and client base, it has also raised the bar for expectations of internal functions.
‘Our CEO and board have really set their sights on an aggressive growth strategy,’ says Jonathan Kuai, the firm’s general counsel and corporate secretary. ‘We all have to grow and mature along with the company’s transformation.’
The company’s aggressive growth inevitably increased its visibility to shareholders. As a result, Kuai felt the need to reimagine its proxy statement. ‘One of the things we do a good job of at Korn Ferry is to match content with packaging,’ he says. ‘Our proxy was already good but we wanted to enhance it even more. We were exercising muscles in new areas.’
His team turned to a range of sources for inspiration: brochures for financial bodies, the Daily Mail’s popular website sidebar, Korn Ferry’s own international magazine Briefings and other well-conceived proxy statements. But Kuai is most grateful for his colleagues’ input. ‘We’ve had a lot of support internally from our board, CEO, finance and marketing teams,’ he says.
The proxy drew praise from our judges for its imaginative design and prioritization of key messages, starting with a robust letter to stockholders from the chairman and a four-page summary of the firm’s business highlights – both of which made use of bullet points and different colored text headings.
Kuai and his team sought feedback from Korn Ferry’s shareholders about the issues that mattered most to them, and the proxy speaks to those subjects – board diversity, executive compensation and cyber-security – in the form of interviews with the chairs of the company’s nominating & corporate governance committee, its compensation & personnel committee and its audit committee, respectively.
‘We wanted to discuss these important topics but there isn’t a neat and traditional place for them,’ Kuai explains. ‘We thought it would be a good idea to allow the shareholders to hear from our board members.’
The proxy goes to great lengths to explain its complicated executive compensation plans in plain English, again using charts and colorful text. It also contains a detailed breakdown for all board directors’ nominations, including their biography, list of qualifications, key skills and previous board experience.
As an executive search, leadership and compensation consulting firm, it is important that Korn Ferry practices what it preaches to its clients. ‘We want to be able to take our own medicine,’ says Kuai. ‘It’s nice to be recognized in this field and be aligned with our business.’