Document


  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
 
the Securities Exchange Act of 1934 (Amendment No. ___ )
 
Filed by the Registrant  x
 
Filed by a Party other than the Registrant  o
 
Check the appropriate box:

 
 
 
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
 
ASGN Incorporated
 

(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 the appropriate box):

 
 
 
 
 

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No fee required.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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26745 Malibu Hills Road
Calabasas, California 91301
 
April 25, 2019
 
Dear Fellow Stockholder:
 
On behalf of your Board of Directors and management, you are cordially invited to attend the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of ASGN Incorporated (the “Company” or “ASGN”), at which you will be asked to vote upon:
 
 
 
 
1.
the election of Brian J. Callaghan, Theodore S. Hanson and Edwin A. Sheridan, IV, as directors for three-year terms to expire at our 2022 Annual Meeting of Stockholders;
2.
the approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan;
3.
an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;
4.
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019; and
5.
such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be held on Thursday, June 13, 2019, at 9:00 a.m. Pacific Daylight Time, at the Montage Beverly Hills located at 225 N. Canon Drive, Beverly Hills, CA 90210. The Notice of Annual Meeting of Stockholders and Proxy Statement accompanying this letter describes the business to be acted upon. Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope.
 
Before voting, you should carefully review all the information contained in the accompanying Proxy Statement.
 
Your vote is important no matter how many shares you own. In order to ensure that your shares will be represented at the Annual Meeting, please vote your shares using one of the voting instruments available to you. If you attend the Annual Meeting and desire to vote in person, you may do so even though you have previously submitted your proxy card.
 
We thank you for your continued interest in ASGN and look forward to seeing you at the Annual Meeting.
 

 
 
 
 
Sincerely,
 
/s/ Peter T. Dameris
 
Peter T. Dameris
 
Chief Executive Officer







 

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26745 Malibu Hills Road
Calabasas, California 91301
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Thursday, June 13, 2019
 
The 2019 Annual Meeting of Stockholders of ASGN Incorporated will be held on Thursday, June 13, 2019, at 9:00 a.m. Pacific Daylight Time, at the Montage Beverly Hills located at 225 N. Canon Drive, Beverly Hills, CA 90210, for the purpose of considering and voting upon:
 
 
 
1.
the election of Brian J. Callaghan, Theodore S. Hanson and Edwin A. Sheridan, IV as directors for three-year terms to expire at our 2022 Annual Meeting of Stockholders;
2.
the approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan;
3.
an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;
4.
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019; and
5.
such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The expenses of printing proxy materials, including expenses involved in forwarding materials to beneficial owners of stock, will be paid by ASGN Incorporated. Only stockholders of record at the close of business on April 15, 2019 are entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. Please call (818) 878-7900 to obtain directions. However, to ensure your representation at the Annual Meeting, you may access your proxy card by going to www.envisionreports.com/ASGN, entering the information requested on your computer screen and following the simple instructions, or by calling (in the United States, U.S. territories, and Canada) toll free 1-800-652-VOTE (8683) on a touchtone telephone and following the simple instructions provided by the recorded message. The instructions for voting can be found with your proxy card, on the Notice, and on the website listed in the Notice. If you received or requested a printed version of the proxy card, you may also vote by mail. Any stockholder of record attending the Annual Meeting may vote in person even if he or she has previously returned a proxy card. If you hold your shares in “street name,” you must obtain a proxy in your name from your bank, broker or other holder of record in order to vote by ballot at the Annual Meeting.

 
 
 
 
By Order of the Board,
 
/s/ Jennifer Hankes Painter
 
Jennifer Hankes Painter
 
Secretary
April 25, 2019
 
Calabasas, California
 







2019 PROXY STATEMENT
TABLE OF CONTENTS
General Information about the Annual Meeting and Voting
1
 
Equity Compensation Plan Information
43
Proposal One – Election of Directors
5
 
Inducement Award Program
43
Approval of Proposal One
5
 
CEO Pay Ratio
45
Independent Directors and Material Proceedings
8
 
 
 
Role of the Board
8
 
Proposal Two – Approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan
46
Board Leadership Structure
8
 
Introduction and Stockholder Approval Requirement
46
Board Committees and Meetings
9
 
Highlights of Shareholder Protections under the 2010 Plan
46
Risk Oversight
11
 
Why the Board Believes You Should Vote for Approval of the Amended 2010 Plan
46
Meetings
11
 
Description of the Amended 2010 Plan
47
Attendance of Directors at 2018 Annual Meeting of Stockholders
11
 
Material Federal Income Tax Consequences
49
Director Compensation
12
 
New Plan Awards and Awards Granted to Certain Persons as of March 31, 2019
50
Director and Executive Officer Stock Ownership Guidelines
13
 
Vote Required
51
Communicating with the Board
13
 
Board Recommendation
51
Ethics
13
 
 
 
Compensation Committee Interlocks and Insider Participation
13
 
Proposal Three – Advisory Vote on Executive Compensation
52
Security Ownership of Certain Beneficial Owners and Management
14
 
Vote Required
52
Ownership of More than Five Percent of the Common Stock of ASGN
14
 
Board Recommendation
52
Ownership of Management and Directors of ASGN
15
 
 
 
Executive Compensation Discussion and Analysis
18
 
Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm
53
Stock Performance Graph
20
 
Principal Accountant Fees and Services
53
Compensation Consultant
21
 
Vote Required
53
Compensation Philosophy
21
 
Board Recommendation
53
Compensation Program Elements
24
 
Report of the Audit Committee
54
Compensation Committee Report
32
 
Certain Relationships and Related Party Transactions
55
Summary Compensation Table
33
 
Section 16(a) Beneficial Ownership Reporting Compliance
55
Grants of Plan-Based Awards
34
 
Other Matters
55
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
35
 
Where You Can Find Additional Information
55
2018 Outstanding Equity Awards at Fiscal Year End
37
 
Incorporation by Reference
56
2018 Option Exercises and Stock Vested
39
 
Proposals by Stockholders
56
Non-Qualified Deferred Compensation
39
 
Miscellaneous
56
Payments Upon Termination or Change in Control
39
 
Annex A – Performance Targets Adjusted EBITDA
A-1
 
 
 
Annex B – Proposed Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan
B-1





ASGN Incorporated
26745 Malibu Hills Road
Calabasas, California 91301
 
PROXY STATEMENT
 
For the Annual Meeting of Stockholders to be Held on
 
    Thursday, June 13, 2019
 
ASGN Incorporated (the “Company,” “ASGN,” “we,” “our,” or “us”) is providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of ASGN of proxies to be voted at our 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 13, 2019 at 9:00 a.m. Pacific Daylight Time, or at any adjournment or postponement thereof. A Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to each stockholder entitled to vote at the Annual Meeting commencing on or about April 25, 2019.
 
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
 
The following questions and answers address some questions you may have regarding the matters to be voted upon at the Annual Meeting. These questions and answers may not address all questions that may be important to you as an ASGN stockholder. Please refer to the more detailed information contained elsewhere in this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.  
 
Who is soliciting my vote?
 
The Board of ASGN is soliciting your vote at the 2019 Annual Meeting of Stockholders for the following matters:

Proposal 1: the election of Brian J. Callaghan, Theodore S. Hanson and Edwin A. Sheridan, IV, as directors for three-year terms to expire at our 2022 Annual Meeting of Stockholders;

Proposal 2: approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan;
 
Proposal 3: an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018; and

Proposal 4: the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.

If any such other matters properly come before the Annual Meeting or any adjournments or postponements thereof, the persons named as proxies shall vote the shares represented thereby in their discretion.
 
What is included in the proxy materials?
 
Proxy materials include this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2019. The Company will provide without charge to each person solicited hereunder, upon the written request of any such person, a copy of the Annual Report, including the financial statements and the financial statement schedules thereto. This Proxy Statement and our Annual Report are available free of charge on our website (http://www.asgn.com). Information on our website is not and should not be considered part of, nor is it incorporated by reference into, this Proxy Statement.
 
Who may vote at the Annual Meeting?
 
The Board has set April 15, 2019, as the record date for the Annual Meeting. If you were the owner of shares of ASGN common stock at the close of business on April 15, 2019, you may vote at the Annual Meeting. You are entitled to one vote for each share of common stock you held on the record date, including shares held directly in your name with our transfer agent as a “holder of record” and shares held for you in an account with a broker, bank or other nominee (shares held in “street name”).

Delivery of Proxy Materials: What is Notice and Access?

In accordance with the e-proxy rules of the SEC, we will mail a Notice to our stockholders of record, and brokers, bank and other nominees (collectively, “nominees”) who hold shares on behalf of beneficial owners (also called “street name holders”) on or about April 25, 2019. The Notice describes the matters to be considered at the Annual Meeting and how the stockholders can access the proxy materials online. It also provides instructions on how those stockholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the

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instructions on the Notice. If you hold your shares in street name, you may request paper copies of the Proxy Statement and proxy card from your nominee by following the instructions on the notice your nominee provides you.

A list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of 10 days before the Annual Meeting at our principal executive offices at 26745 Malibu Hills Road, Calabasas, California 91301, and at the time and place of the Annual Meeting.
 
How many shares must be present to hold the meeting?
 
A majority of ASGN’s outstanding shares of common stock as of the record date must be present in person or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting. On March 31, 2019, there were 52,795,380 shares of ASGN common stock outstanding (all of which are entitled to vote at the Annual Meeting).
 
How many votes are required to approve each item?
 
Election of directors (Proposal 1) - Directors shall be elected by the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present. If any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our Bylaws require that such person must promptly tender his or her resignation to the Board following certification of the vote. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote.

Approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan (the "Amended 2010 Plan") (Proposal 2) - approval of the Amended 2010 Plan requires that holders of a majority of the stock having voting power present in person or represented by proxy vote “for” the proposal. Since abstentions and broker non-votes are considered as present for purposes of the meeting, their non-votes will be counted as voting "against" the proposal.

Other proposals (Proposals 3 and 4) - Stockholder approval of each of the other proposals, including the non-binding votes to approve executive compensation and the ratification of the appointment of an independent registered public accounting firm, requires that the number of shares voted "for" the proposal exceed the number of shares voted “against” the proposal. These votes are advisory and are not binding on the Board or ASGN. However, the Board will review the voting results and take them into consideration. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote.

How are votes counted?
 
With respect to each of the agenda items, you may vote "for," "against" or "abstain."

If you sign and submit your proxy card without voting instructions, your shares will be voted FOR the director nominees put forth by the Board, for approval of the Amended 2010 Plan, FOR approval of the advisory vote on executive compensation, and FOR the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
 
What if I abstain from voting?
 
If you attend the Annual Meeting or send in your signed proxy card, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists and your abstention will have no effect on the election of the nominees or the advisory votes, and the same effect as a vote against the Amended 2010 Plan proposal.
 
Will my shares be voted if I do not sign and return my proxy card or vote in person?
 
If you do not sign and return your proxy card or vote in person, your shares will not be voted at the Annual Meeting. If your shares are held in “street name” and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. If a broker who holds shares for another person does not vote on a particular proposal because that broker does not have discretionary voting power for the proposal and has not received voting instructions from the owner of the shares, then a “broker non-vote” will occur. It is important that you vote your shares.
 
The election of directors, approval of the Amended 2010 Plan and the advisory vote on executive compensation are non-routine matters, whereas the appointment of our independent registered public accounting firm is a routine matter. Therefore, if your shares are held in “street name” by your broker and you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on the election of directors, approval of the Amended 2010 Plan, or the advisory vote on executive compensation. However, with regard to the ratification of the appointment of our independent registered public accounting firm, your broker will be permitted to vote your shares at its discretion. You should therefore be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it offers telephone or Internet submission of proxies.

Broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business, but they will not be counted for purposes of determining whether any of the proposals except for the ratification of the Company's independent registered public accounting firm have been approved.  

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How does the Board recommend that I vote?
 
The Board recommends that you vote your shares:
 
Proposal 1: FOR Brian J. Callaghan, Theodore S. Hanson and Edwin A. Sheridan, IV, the director nominees named in this Proxy Statement;

Proposal 2: FOR approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan;

Proposal 3: FOR the proposal regarding an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018; and
 
Proposal 4: FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.
 
What do I need to do now?
 
All stockholders are urged to vote by telephone or on the Internet by following the instructions on the Notice. If you received a paper copy of this Proxy Statement instead of the Notice, you may vote your shares by (a) submitting a proxy by telephone or on the Internet by following the instructions on the proxy card or (b) completing, dating and signing the proxy card included with the Proxy Statement and promptly returning it in the pre-addressed, postage-paid envelope provided. ASGN stockholders may also vote in person at the Annual Meeting.

Most of our stockholders may vote their shares by telephone or the Internet. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice.
 
How do I vote my shares without attending the Annual Meeting?
 
If you are a registered stockholder, you may access your proxy card by either:

Going to the following website: www.envisionreports.com/ASGN, entering the information requested on your computer screen, and then following the simple instructions;

Calling (in the United States, U.S. territories and Canada), toll free 1-800-652-VOTE (8683) on a touch-tone telephone, and following the simple instructions provided by the recorded message; or

Completing, dating and signing the proxy card included with the Proxy Statement and promptly returning it in the pre-addressed, postage-paid envelope provided.

If you hold your shares in "street name," you need to follow the instructions provided to you by your bank, broker or other holder of record. Your bank or broker may direct you to the following website, www.edocumentview.com/ASGN to view and download the proxy documents.

How do I vote my shares in person at the Annual Meeting?
 
Even if you plan to attend the Annual Meeting, we encourage you to vote by accessing your proxy card as noted above.
 
If you choose to vote in person at the Annual Meeting:

if you are a stockholder of record, you may vote by the ballot to be provided at the Annual Meeting; or
if you hold your shares in “street name,” you must obtain a proxy in your name from your bank, broker or other holder of record in order to vote by ballot at the Annual Meeting.
 
Please call (818) 878-7900 to obtain directions to attend the Annual Meeting.
 
What happens if my shares are held in more than one account?
 
If your shares are held in more than one account, you will receive a voting instrument for each account. To ensure that all of your shares in each account are voted, you must sign, date and return each proxy card you receive.
 
If you and other residents at your mailing address own shares of ASGN stock in “street name,” your bank, broker or other holder of record may have notified you that your household will receive only one Notice of Annual Meeting of Stockholders for each company in which you hold stock through that bank, broker or other holder of record. This practice is known as “householding.” Unless you responded that you did not want to participate in householding, you were deemed to have consented to the process. Therefore, your bank, broker or other holder of record will send only one copy of our Annual Report and Proxy Statement to your address. Each stockholder in your household will continue to receive a separate voting instruction form.
 

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If you would like to receive your own set of our Annual Report and Proxy Statement in the future, the Company will promptly deliver, upon oral or written request, a separate copy of the Annual Report and Proxy Statement. Requests should be directed to ASGN Incorporated, Attention: Investor Relations group, 26745 Malibu Hills Road, Calabasas, California 91301; tel: (818) 878-7900. If you share an address with another ASGN stockholder and together both of you would like to receive only a single set of ASGN annual disclosure documents, please contact our Investor Relations group by written or telephonic request at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301; tel: (818) 878-7900. As a part of this process, you will be asked to provide your name, the name of your bank, broker or other holder of record and your account number. The revocation of your consent to householding should be effective 30 days following receipt of your instructions.
 
If you did not receive an individual copy of this year’s Annual Report or Proxy Statement, we will send a copy to you upon a written or oral request. Written requests for such copies should be addressed to ASGN Incorporated, Attention: Investor Relations, 26745 Malibu Hills Road, Calabasas, California 91301. Please contact our Investor Relations group by telephone at (818) 878-3136 with any oral requests for such copies.
 
May I revoke my proxy and change my vote?
 
You may revoke your proxy at any time before it is voted by:     

submitting a properly signed proxy card with a later date;
                
delivering to the Secretary of ASGN a written revocation notice bearing a later date than the proxy card;

voting in person at the Annual Meeting; or

voting by telephone or the Internet after you have given your proxy.

 How can I find out the results of the Annual Meeting?
 
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published on a Form 8-K which will be filed with the SEC within four business days after the Annual Meeting.



 






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PROPOSAL ONE – ELECTION OF DIRECTORS
 
The Bylaws of ASGN provide that our Board shall be comprised of not less than four but no more than nine directors and the exact number within that range may be fixed by the Board. The number is currently fixed at nine directors. The Board is divided into three classes, as equal in number as possible. At each Annual Meeting, one class of directors is elected for a three-year term.
 
At this year’s Annual Meeting, three directors will be elected to serve until our 2022 Annual Meeting of Stockholders or until their successors are elected and qualified. Sen. William Brock is currently serving as a director for a three-year term ending in June 2019, and after 23 years of service, he has announced his retirement effective at the end of his term and is not seeking re-election. The other two directors whose terms are expiring, Brian J. Callaghan and Edwin A. Sheridan, IV, have been nominated to stand for re-election. Theodore. S. Hanson, currently our President, has also been nominated to stand for election to replace Sen. Brock. As has been noted in a press release filed on April 24, 2019, our Chief Executive Officer, Peter T. Dameris, has announced that he will step down from his role as Chief Executive Officer for family health reasons effective April 30, 2019, and Mr. Hanson has been appointed by the Board to be the Company's President and Chief Executive Officer as of that date. The Board believes that it is in the best interests of the Company to have its Chief Executive Officer on the Board, and Mark A. Frantz, previously the Board's nominee to replace Sen. Brock, volunteered to step down as nominee to offer that position to Mr. Hanson. The Board was grateful for Mr. Frantz' gesture, and subsequently nominated Mr. Hanson for the open Board position. Mr. Frantz will continue to provide the Board with valuable guidance and insight as an adviser to the Board.

Unless otherwise instructed by stockholders, the persons named as proxies will vote the proxies received by them FOR the election of Messrs. Callaghan, Hanson and Sheridan. Each of the nominees have consented to serve if elected, but if any of them are unable or unwilling to serve, the persons named as proxies may exercise their discretion to vote for substitute nominees.
 
Approval of Proposal One
 
The nominees receiving the affirmative vote of a majority of the votes cast will be elected as directors. The Board unanimously recommends that our stockholders vote FOR the three directors set forth below who are up for election or re-election this year.
 
Set forth below are the nominees’ biographies which include the skills, qualities and experiences of each of the nominees.

Director Nominees Up for Election

Brian J. Callaghan

Mr. Callaghan co-founded Apex Systems, LLC (“Apex Systems”) in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His duties at Apex Systems ranged from working directly with customers, leading staff, strategy, forecasting, and building systems to support growth. Mr. Callaghan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Callaghan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Callaghan is a graduate of Virginia Polytechnic Institute and State University, where he earned a bachelor of science degree in psychology. Mr. Callaghan is also part-owner of the Richmond Flying Squirrels, the Double-A affiliate of the San Francisco Giants, and the Omaha Storm Chasers (Triple-A affiliate of the Kansas City Royals). Mr. Callaghan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.

Theodore S. Hanson

Mr. Hanson was promoted to the role of President of ASGN in December 2016, and will add the title of Chief Executive Officer effective April 30, 2019. He joined ASGN as Chief Financial Officer of Apex Systems as a result of the Company's acquisition of Apex Systems in May 2012. In January 2014, he was promoted to the role of President of Apex Life Sciences, LLC, and in January 2016, he ceased his duties as the Chief Financial Officer of Apex Systems and became an Executive Vice President of ASGN in addition to his role as President of Apex Life Sciences. Mr. Hanson joined Apex Systems in November 1998 as Corporate Controller and became Chief Financial Officer in January 2001. From 1991 to 1996, he worked at Keiter, Stephens, Hurst, Gary and Shreaves, an independent accounting firm, and from 1996 to 1998 he was the chief financial officer of Property Technologies Ltd. He currently serves as a director and vice chairman of the Massey Cancer advisory board and as a director for the Virginia Tech Foundation board. Mr. Hanson holds a bachelor of science degree from Virginia Tech University and a master of business administration degree from Virginia Commonwealth University. 

Edwin A. Sheridan, IV

Mr. Sheridan co-founded Apex Systems in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His roles at Apex Systems have included technical recruiter, account manager and regional operations manager. He also managed the sales and recruiting operations for the company. Mr. Sheridan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Sheridan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Sheridan acts as a mentor and consultant for several of the companies in which he invests or finances, including BASH boxing gyms, Upskill, Inc., EVERFI, Inc., Pinxter Inc., creator of the Clowder app, ThreatQuotient, Inc. and others. He also serves on the boards of several non-profit organizations including serving as the chairman of the APEX Center for Entrepreneurs at Virginia Polytechnic Institute and State University ("Virginia Tech") and serving on the advisory boards of the Virginia Commonwealth University Massey Cancer Research Center, the Greater Washington Sports Alliance, the Virginia Tech Athletic Fund, and Peace Players International, an international community improvement

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and leadership organization. Mr. Sheridan is a graduate of Virginia Tech, where he earned bachelor of arts degrees in English and political science, with a minor in business administration. Mr. Sheridan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.

Director with Term Ending in 2019

Senator William E. Brock

From 1994 to present, Sen. Brock has been the founder and chief executive officer of The Brock Offices, a consulting firm specializing in international trade and human resource development. From 1988 to 1991, Sen. Brock served as chairman of the National Endowment for Democracy, an organization he helped found in 1980. Sen. Brock served in President Reagan’s cabinet as Secretary of Labor from 1985 to 1987 and as U.S. Trade Representative from 1981 to 1985. As U.S. Trade Representative, Sen. Brock organized the Quad Forum of trade and economic ministers from Europe, Japan and Canada and led the group to initiate the World Trade Organization. From 1977 to 1981, Sen. Brock served as National Chairman of the Republican Party. From 1970 to 1976, he was a member of the U.S. Senate, and from 1962 to 1970, he was a member of the U.S. House of Representatives. The National Academy of Human Resources has recognized Sen. Brock for his outstanding contribution to human development in the United States. Sen. Brock is a member of the board of ResCare, Inc. ("ResCare"), a privately-held provider of home care, residential support services to the elderly and persons with disabilities, as well as vocational training and job placement for people of all ages and skill levels, and he serves on ResCare's audit and mergers and acquisitions committees. Through his extensive governmental experience, he provides in-depth knowledge in the areas of business, regulatory compliance and risk management. Sen. Brock provides our Board with a wealth of business operations experience including direct experience with human resource development and public company corporate governance.

Directors with Terms Ending in 2020

Peter T. Dameris

Mr. Dameris is our Chief Executive Officer, and is responsible for overseeing ASGN's growth as one of the foremost providers of information technology and professional services in the technology, digital, creative, engineering, life sciences, and government sectors. He joined ASGN in 2003, and has held several roles as Executive Vice President and Chief Operating Officer and then President. Prior to joining ASGN, from February 2001 through October 2002, Mr. Dameris served as executive vice president and chief operating officer of Quanta Services, Inc., a publicly-held provider of specialized contracting services for the electric and gas utility, cable and telecommunications industries. Mr. Dameris created a regional operating organization for 85 acquired businesses and developed materials to support marketing and a national corporate image to support outsourcing initiatives. He further established cash generation, credit management and balance sheet improvement initiatives. From 1994 through 2000, Mr. Dameris served in a number of different positions at Metamor Worldwide, Inc., then an international, publicly-traded information technology consulting/staffing company. Mr. Dameris’ positions at Metamor Worldwide included chairman of the board, president and chief executive officer, executive vice president, general counsel, senior vice president and secretary. Mr. Dameris negotiated the $1.9 billion sale of Metamor to PSINet. Mr. Dameris started his career as a corporate attorney and clerked for the Honorable Federal District Judge George Cire of the Southern District of Texas. Mr. Dameris was named the Ernst & Young Entrepreneur of the Year in 2012, and Staffing Industry Analysts has included him on their Staffing 100 list since its inception in 2011 until they inducted him in their Hall of Fame last year. Mr. Dameris received his juris doctor degree from the University of Texas Law School and his bachelor of science degree in business administration from Southern Methodist University. Mr. Dameris provides the Board with extensive staffing industry experience, having served in various capacities at publicly-traded staffing companies and having represented staffing companies in the private practice of law. Mr. Dameris has comprehensive experience from his roles in senior executive management, leadership and legal positions as well as his work as an attorney in the private practice of law. Mr. Dameris has extensive experience in international and domestic staffing, financial reporting, compensation, legal matters and corporate affairs which are invaluable in his position as a director and Chief Executive Officer of the Company.

Jonathan S. Holman

Mr. Holman is the founder and since 1981 has been the president of The Holman Group, Inc., an executive search firm. To date, Mr. Holman has recruited over 150 chief executive officers to public and private companies, ranging from start-ups to companies with over $1 billion in revenue in a variety of industries. Mr. Holman was named as one of the top 200 executive recruiters in the world in The Global 200 Executive Recruiters and named as one of the top 250 executive recruiters in The New Career Makers. Mr. Holman regularly speaks at technology industry gatherings. Prior to founding The Holman Group, Mr. Holman served in various human resources-related positions. Mr. Holman received a master of business administration degree from Stanford University and a bachelor of arts degree from Princeton University, both with high academic honors. In his role at The Holman Group, Mr. Holman has developed extensive skills and experience in compensation matters. He also serves as a member of the National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters. Mr. Holman provides the Board, including our Compensation Committee, with meaningful insight regarding hiring and salary practices of publicly-traded companies. In addition, Mr. Holman provides the Board with human resources experience.

Arshad Matin

Mr. Matin is an entrepreneur-in-residence with Warburg Pincus LLC ("Warburg Pincus"), a private equity firm. Prior to joining Warburg Pincus, he was the president, chief executive officer and a board member of Paradigm Ltd., a leading developer of software solutions to the global oil and gas industry, from 2013 to October 2018 when it was acquired by Emerson Electric Co. From January 2012 to April 2013, Mr. Matin was

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executive vice president of IHS Inc., a publicly-traded company that is a leading global source of information and analytics where he was responsible for lines of businesses accounting for over $1.5 billion in revenues and managed over 4,500 colleagues. Mr. Matin joined IHS through the acquisition of Seismic Micro-Technology, Inc. (“SMT”), a global leader in the geology and geophysics software market. He joined SMT in July 2007 and was the president, chief executive officer and a board member. Under his leadership, the company achieved unprecedented growth in revenues and profits expanding into new geographies and market segments. Before joining SMT, Mr. Matin was general manager of the enterprise security business unit at Symantec Corporation, which he joined in January 2006 upon the company’s acquisition of BindView Corporation and remained until July 2007. BindView was a global provider of agentless IT security compliance software. Mr. Matin took over as president and chief operating officer of BindView in 2004, and was responsible for products, sales, marketing, corporate development and services functions. Prior to BindView, Mr. Matin was a partner at the Houston office of McKinsey & Company from 1995 to 2004, where he served clients in both the technology and energy industries. He started his career as a software developer for Oregon-based Mentor Graphics Corporation. Mr. Matin earned a master of business administration degree from the University of Pennsylvania – The Wharton School, a master of science degree in computer engineering from the University of Texas at Austin, and a bachelor of engineering degree in electrical engineering from Regional Engineering College in India. Mr. Matin serves as a board member for RS Energy Group, a private Canadian company supporting companies in the oil and gas industry with its data analytics and forensic research. He also serves as a board member or trustee on non-profit organizations including the Houston Endowment, Texas Children's Hospital and St. John's School. Mr. Matin brings extensive experience managing and advising public and private high-technology companies.

Directors with Terms Ending in 2021

Jeremy M. Jones

Mr. Jones has served as the Chairman of the Board since February 2003. Mr. Jones has been an investor and business development consultant since February 1998. From 1987 to 1995, Mr. Jones was the chief executive officer and chairman of the board of Homedco Group, Inc., a home healthcare services company, which became publicly traded in 1991. Homedco merged into Apria Healthcare Group, Inc. in 1995 and from 1995 through January 1998, Mr. Jones was chief executive officer and chairman of the board of Apria Healthcare Group, which also provided home healthcare services. Since 2013, Mr. Jones has served on the board of directors of the Hoag Hospital Foundation, a philanthropic foundation, and he was appointed Treasurer in July 2017. He also served on the board of directors and compensation committee of CombiMatrix Corporation, a Nasdaq-traded molecular diagnostics company specializing in DNA-based testing services for developmental disorders and cancer diagnostics, from 2002 until its merger into Invitae Corporation in November 2017. He served on the board of directors of OxySure Systems, Inc., a publicly-traded company that is a world leader in short and emergency duration medical oxygen and respiratory solutions for mass market use, from 2013 to 2016, Lifecare Solutions, Inc., a provider of integrated home healthcare products and services, from 2003 to 2011, and Byram Healthcare Centers, a provider of retail medical supplies and wholesale medical and hospital equipment, from 1999 until its sale in 2008. Mr. Jones possesses significant business management and corporate governance experience. Mr. Jones received a bachelor’s degree in business administration from the University of Iowa. Mr. Jones contributes to our Board with his extensive executive experience in leading and advising public companies.

Mariel A. Joliet

From 1998 to 2008, Ms. Joliet was an executive with Hilton Hotels Corporation, a publicly-traded hotel company. She most recently served as senior vice president and treasurer and was instrumental in its sale to the Blackstone Group for $27 billion, one of the 10 largest LBOs in history when it closed in 2007. In her capacity as treasurer, Ms. Joliet was responsible for capital markets and financial investment initiatives, including credit ratings, debt/equity issuances, interest rate risk, cash management and foreign exchange. Prior to her role at Hilton, she had 10 years of experience as a coverage officer and corporate banker at both Wachovia Bank and Corestates Bank, where she was responsible for client relationships and portfolio management. Ms. Joliet also serves as an advisory board member for the Vision Center at Children's Hospital Los Angeles, and serves as a member of Know the Glow, a vision non-profit organization. She received a bachelor of science degree at the University of Scranton and earned a master of business administration degree from Marywood University. Ms. Joliet has a strong background in financing, acquisitions, deal structuring, strategic planning and operational integration, and served as a non-executive observer to our Board from January to December 2016.

Marty R. Kittrell

Mr. Kittrell served as the executive vice president and chief financial officer of Dresser, Inc., a multinational provider of technology, products and services for developing energy and natural resources, from December 2007 until the sale of the company to General Electric in February 2011. Mr. Kittrell also served as chief financial officer of Andrew Corporation, a manufacturer of hardware for communications networks, from 2003 until the sale of the company in December 2007. Mr. Kittrell previously served in executive management positions in technology, consumer products and other commercial and industrial industry sectors. Mr. Kittrell began his business career with Price Waterhouse where he was a certified public accountant. Mr. Kittrell served as a member of the board of directors and corporate governance and environmental, safety and sustainability committees, and the chairman of the audit and risk committee, for Columbia Pipeline Group, Inc., which developed and operated over 15,000 miles of natural gas pipelines extending from New York to the Gulf of Mexico, from July 2015, after its separation from NiSource, Inc. ("NiSource"), until the sale of the company in July 2016. From 2007 to 2015, Mr. Kittrell served on the board of directors of NiSource, one of the largest utility companies in the United States serving approximately four million customers, where he chaired the audit committee and served on the finance and corporate governance committees. Mr. Kittrell graduated magna cum laude with a bachelor of science degree in accounting from Lipscomb University where he currently serves on the board of trustees and is chairman of the finance and real estate committee and serves on the executive committee. Mr. Kittrell has extensive experience with the analysis and preparation of financial statements, risk management, corporate strategy, mergers and acquisitions, corporate finance, including public offerings of equity and debt, organization development, and board practices.

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Advisers to the Board of Directors

The Company has two non-executive advisers to the Board of Directors that attend and participate in all Board meetings and discussions, though the Board has the right to ask them to depart from any particular discussion at its discretion. Vice Admiral (Retired) Joseph Dyer and Mark A. Frantz have served in this role since June 2018 and have provided invaluable support to our Board. VADM Dyer has an extensive military background as well as commercial expertise, which converge at the intersection of technology, finance and risk management. Mr. Frantz co-founded BlueDelta Capital Partners, a growth capital firm focused on the U.S. federal government technology marketplace, and has extensive experience with other venture capital organizations and boards of public, private and non-profit organizations, in addition to his prior service in the administrations of Pennsylvania Governor Tom Ridge and President George H. W. Bush.

Independent Directors and Material Proceedings
 
The Board's nine members, and director nominee Mr. Hanson, are all deemed to be independent under the current listing standards of the New York Stock Exchange (“NYSE”) by the Board with the exception of Mr. Dameris, our Chief Executive Officer, Mr. Hanson, our President, and Ms. Joliet. Ms. Joliet's husband John Joliet is a partner at American Discovery Capital, LLC, a firm which we engaged to provide banking advisory services and paid $1.5 million in fees upon the successful acquisition of ECS Federal, LLC ("ECS") in April 2018. Mr. Joliet did not provide any services to ASGN, and the Board believed that Ms. Joliet could exercise independent judgment in carrying out her responsibilities as a director, however the Board followed the NYSE and SEC regulations which would deem her to be a non-independent director through 2019, and therefore determined her not to be independent at its meeting on March 27, 2019. For each independent director, the Board has made a subjective determination that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities of each director as they may relate to ASGN and members of management. There are no family relationships among our executive officers and directors.
 
There are no material legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is subject. There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s voting securities, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Further, there are no legal proceedings in the last 10 years where a director or executive officer was a party and that are material to the person’s ability or integrity, including bankruptcy, criminal convictions, orders enjoining certain activities, adverse findings by courts, the SEC or the Commodity Futures Trading Commission, nor are there any adverse orders relating to violations of securities or commodities laws.

Role of the Board
 
The Board oversees the Company’s Chief Executive Officer and other executive officers in the competent and ethical operation of the Company. The Board ensures that the long-term interests of the stockholders are considered in the operation of the Company.
 
Board Leadership Structure
 
The Board has consistently maintained an independent Chairman of the Board. The Board has made a determination that the Board leadership structure is appropriate and that the structure allows the Board to fulfill its duties effectively and efficiently. The Company has determined that its leadership structure is appropriate because the Chairman of the Board is independent, as defined by the NYSE and the SEC. An independent Chairman, like independent Board members, allows for an objective evaluation of the performance of the Company and its officers. Nonetheless, the Board recognizes that the Chief Executive Officer has invaluable insight into the Company due to the nature of his position and recognizes the value of having him on the Board. Accordingly, the Board believes that the Company’s stockholders and interests are best served by having the Chief Executive Officer serve as a director but not a Board committee member, and keeping the position of Chief Executive Officer and Chairman of the Board as separate and independent positions.


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Board Committees and Meetings
 
The Board held 10 meetings during 2018 and acted by unanimous written consent on three additional occasions. The Board has a Compensation Committee, an Audit Committee, and a Nominating and Corporate Governance Committee, and a Board member who acts as an information technology ("IT") liaison between the Company's IT departments and the Board. The Board has determined that the chairmen and committee members of each of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee are independent under applicable NYSE and SEC rules.
 
The members and chairmen who served on the Committees in 2018 are identified in the table below:

committees2019a01.jpg

 *Ms. Joliet served on the Audit Committee through March 21, 2018 and is currently an observer to the committee.

Compensation Committee

The Compensation Committee held eight meetings during 2018 and acted by unanimous written consent on nine additional occasions. The Compensation Committee meets in executive session without management present on a regular basis. The Compensation Committee reviews our general compensation policies, sets the compensation levels for our executive officers, including the Chief Executive Officer, administers our equity plans, and approves all equity grants to employees, directors and consultants. The Compensation Committee approves the compensation, including incentive compensation, of executive officers of ASGN and determines the terms of key agreements concerning employment, compensation and termination of employment. The Committee evaluates the Chief Executive Officer’s performance in light of goals and objectives that have been set for him. The Board has determined that each member of the Compensation Committee is independent within the meaning of the NYSE rules requiring members of compensation committees to be independent. 
 
Audit Committee

The Audit Committee held 10 meetings during 2018. The Audit Committee reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The Audit Committee performs functions required of audit committees of public companies under applicable laws, rules and regulations and the requirements of the NYSE. The primary functions of the Audit Committee are to assist the Board in its responsibility for oversight of:

the quality and integrity of our financial statements and our financial reporting and disclosure practices;                
our systems of internal controls regarding finance, accounting and SEC compliance;
the qualification, independence and oversight of performance of our independent registered public accounting firm including its appointment, compensation, evaluation and retention;    
our ethical compliance programs; and                    
risk issues related to financial statements.
 
Additional functions of the Audit Committee include, but are not limited to, reviewing compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002, reviewing matters of disagreement, if any, between management and our independent registered public accounting firm, and regularly meeting with management, our independent registered public accounting firm and internal audit staff, to review the adequacy of our internal controls. 


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Rules adopted by the NYSE and the SEC impose strict independence requirements for all members of the Audit Committee. Audit Committee members are barred from accepting, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or an affiliate of the Company, other than in the member’s capacity as a member of the Board and any Board committee and Board liaison fees. In addition, an Audit Committee member may not be an affiliated person, as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the Company except in his or her capacity as a member of the Board and any Board committee. The Board has determined that each current member of the Audit Committee meets all applicable independence requirements and that each Audit Committee member has no material relationship with the Company that would jeopardize the director’s ability to exercise independent judgment. In addition, the Board has determined that Mr. Kittrell, based on his experience, skills and education as described above, is the Audit Committee financial expert, as that term is defined under the SEC rules.
 
The Company has adopted a process, which the Audit Committee oversees, for identifying and disclosing related-party and significant transactions, and for identifying deficiencies and significant changes in internal controls each quarter in connection with filing our quarterly reports on Form 10-Q and our annual reports on Form 10-K. See "Certain Relationships and Related Party Transactions" on page 55 of this Proxy Statement.
 
Nominating and Corporate Governance Committee  

The Nominating and Corporate Governance Committee held six meetings during 2018. The Nominating and Corporate Governance Committee evaluates director nominee candidates and makes recommendations to the Board with respect to the nomination of individuals for election to the Board and to serve as Board advisers and committee members, consistent with criteria approved by the Board. In addition, the Nominating and Corporate Governance Committee makes recommendations to the Board concerning the size, structure and composition of the Board and its committees. The Committee also monitors the qualification and performance of, and the Company’s succession planning regarding, key executives. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE rules requiring members of nominating committees to be independent. The Nominating and Corporate Governance Committee recommended the nominations of Messrs. Callaghan and Sheridan for election at this year’s Annual Meeting, and the Board added the nomination of Mr. Hanson upon his appointment to the role of Chief Executive Officer.
 
The Nominating and Corporate Governance Committee Charter, and the Corporate Governance Guidelines established by the Nominating and Corporate Governance Committee, set forth certain criteria for the committee to consider in evaluating potential director nominees. However, in considering potential director nominees, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials. Qualifications considered by the Nominating and Corporate Governance Committee vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board and include:

personal and professional ethics and integrity;                            
business judgment;
familiarity with general issues affecting our business;
qualifications as an audit committee financial expert;
diversity;
qualifications as an independent director; and                    
areas of expertise that the Board should collectively possess such as board experience, and experience as an executive, or experience with human resources, government contracting, accounting and financial oversight and corporate governance.    

The Nominating and Corporate Governance Committee relies primarily on recommendations for director candidates from its members, other directors, the Chief Executive Officer and third parties, including professional recruiting firms. Existing directors being considered for re-nomination are evaluated based on their performance as directors, experience, skills, education and independence to ensure that they continue to meet the qualifications above.

Although there are no specific minimum qualifications or any specific qualities or skills that the Nominating and Corporate Governance Committee believes that the potential nominees must have, the Nominating and Corporate Governance Committee considers and evaluates each candidate based upon an assessment of certain criteria as set forth in the Nominating and Corporate Governance Committee charter. The Nominating and Corporate Governance Committee Charter also provides for the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise. The Nominating and Corporate Governance Committee considers diversity in identifying nominees and Board advisers, including differences in skill, viewpoints and experience, as well as gender, race and nationality, and these factors will be considered for purposes of nominating directors.
 
Stockholders wishing to suggest a candidate for director nomination for the 2020 Annual Meeting of Stockholders should mail their suggestions to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary. The Nominating and Corporate Governance Committee will also consider timely written suggestions from our stockholders. Pursuant to our Bylaws, a stockholder’s notice for director nominations shall be delivered to the Secretary at the Company’s executive offices at 26745 Malibu Hills Road, Calabasas, California 91301, not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to the first anniversary of the Annual Meeting. The manner in which director nominee candidates suggested in accordance with this policy are evaluated shall not differ from the manner in which candidates recommended by other sources are evaluated. As of March 31, 2019, there were no director candidates put forward by stockholders for consideration at the Annual Meeting.

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The Nominating and Corporate Governance Committee evaluates the Board’s leadership structure and believes that separation of the Chief Executive Officer and Chairman of the Board positions is in the best interest of the Company, assures an adequate level of independence of the Board, and is best aligned with the interests of its stockholders.
 
The written charters governing the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, and the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers, are posted on the Investor Relations Corporate Governance page of our website at http://www.asgn.com. You may also obtain a copy of any of these documents without charge by writing to: ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary.

Board IT Liaison 

The Board believed that the significance of IT and cybersecurity risks and the importance of IT risk management measures had risen to the level where it was important for the Board members to be more informed of the issues that the Company faces in these areas. Therefore, the Board elected Mr. Matin to the position of Board IT liaison in June 2015. The Board IT liaison provides the Board a dedicated director to work with management, including the Chief Information Officer and divisional IT managers, to keep apprised of IT, cybersecurity and IT risk management measures, and to inform the Board of issues or projects of note from a Board member's perspective. The Board further receives a cybersecurity risk status review each quarter.

Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Company representatives report quarterly to the Board on risks that the Company faces and on an ad hoc basis as well as issues arise. The Board regularly reviews and determines the Company’s risk management philosophies, policies and processes. The Board is primarily responsible for overseeing the management of the Company’s risks associated with the Board’s governance and delegation decisions, including decisions about compensation. The Board oversees officers’ identification and management of risk management issues and regularly meets with such officers regarding risk management issues of the Company, and the processes and procedures used for identifying and managing risk. The Board also regularly reviews the reporting processes from those officers that are responsible for the day-to-day management of the Company’s risks to determine if these reporting processes or other flow of information to the Board could be improved.
 
The Audit Committee is primarily responsible for overseeing the management of the Company’s accounting and financial reporting matters and risks related to the Company’s accounting and financial practices. The Audit Committee Charter provides that the Audit Committee’s responsibilities include inquiry of management and the Company’s outside auditors regarding key financial statement risk areas, including the Company’s processes for identifying and assessing such risk areas and the steps the Company has taken with regard to such risk areas. In connection with these responsibilities, the Audit Committee routinely reviews and evaluates the Company’s processes for identifying and assessing key financial statement risk areas and for formulating and implementing steps to address such risk areas. The Audit Committee is also responsible for inquiry of management and the Company’s outside auditors regarding significant business risks or exposures, including the Company’s processes for identifying and assessing such risks and exposures, and the steps management has taken to minimize such risks and exposures.
 
The Compensation Committee is responsible for overseeing risks associated with compensation practices. Upon evaluation, the Compensation Committee has determined that the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee considered that none of the compensation policies and practices at any business unit carry a significant portion of the Company’s risk profile, has a significantly different compensation structure than other units, or pays compensation expenses as a significant percentage of the unit’s revenues.
 
The Board believes that the process it has established to administer the Board's risk oversight function is effective under its leadership structure as described above under "Board Leadership Structure."

Meetings

In 2018, each director attended 100 percent of the meetings of the Board and the committees on which he or she served, with the exception that two directors each missed one Audit Committee meeting. Our independent directors regularly meet as a group in executive sessions outside the presence of management presided over by the non-executive Chairman of our Board.
 
Attendance of Directors at 2018 Annual Meeting of Stockholders  

Our Board of Directors has a policy with respect to director attendance at annual meetings of stockholders which requires that the directors attend the Annual Meeting unless they are unable to do so as a result of health reasons or exigent personal circumstances, and if that is the case, the director must notify the Chairman of the Board as promptly as possible. All of our directors attended our 2018 Annual Meeting of Stockholders.


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Director Compensation
 
The following table shows compensation information for each of ASGN’s non-employee directors for the year ended December 31, 2018. The compensation of Mr. Dameris, our Chief Executive Officer, who is also a director, is disclosed in the “Summary Compensation Table” set forth on page 33, and he receives no additional compensation for his service as a director.

2018 Director Compensation
Name
Fees Earned in Cash ($)(1)
Stock Awards ($)(2)
Total ($)
William E. Brock
89,750

89,750
Brian J. Callaghan
77,750

77,750
Jonathan S. Holman
91,000

91,000
Mariel A. Joliet
79,750

79,750
Jeremy M. Jones
142,750

142,750
Marty R. Kittrell
94,750

94,750
Arshad Matin
87,500

87,500
Edwin A. Sheridan, IV
76,000

76,000
 
 
 
 
 
(1)
This amount includes the quarterly retainer fees and fees for meeting attendance which each non-employee director earned for his or her service during 2018.
(2)
There were no annual restricted stock unit ("RSU") awards granted to the directors in 2018 due to their acceleration into December 2017 as described below. As of December 31, 2018, there were no unvested RSUs or outstanding options for any director.

The Compensation Committee recommends, and the Board reviews and approves, the form and amount of director compensation. In 2015, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to help determine compensation for certain positions in the Company including members of the Board of Directors. The Compensation Committee has retained Semler Brossy in 2019 to update this compensation review, though no actions have been taken at this time. In connection with its initial review in 2015, Semler Brossy provided market data, noting that the Company's Board was below market, and proposed increases in compensation to bring the directors' compensation in line with market. The Compensation Committee retained its practice to base a substantial portion of a director’s annual retainer on equity compensation. The Board approved the director compensation proposals, and made no further changes to director compensation in subsequent years. Therefore, in each of 2016 and 2017, the non-employee directors received an annual RSU grant with a grant-date value of approximately $125,000, with one-half of the RSU grants vesting on the grant date and the remaining half vesting on the one-year anniversary of the grant date. In December 2017, the Board moved their annual director equity grants to align with management, which is the first business day of January. However, due to the Tax Cuts and Jobs Act enacted in December 2017, the Board moved the grant date of the 2018 grants was moved up to December 22, 2017 so that the Company could take advantage of the higher rate of tax deductions in 2017, and a pro rata grant with a grant-date value of $52,052 for five-twelfths of the 2018 year which was not included in the August 2017 grant was made to the directors. One-half of the 816 RSUs granted to each director vested on that date, and the remaining half vested on December 22, 2018. Given the December 22, 2017 grants, no RSU grants were made to non-employee directors in 2018.
 
In 2018, each non-employee director received $2,000 for each regularly scheduled quarterly in-person Board meeting attended, and $750 for each other Board or committee meeting held separately and attended in person or by telephone not in conjunction with the quarterly in-person Board meetings. In addition, we reimbursed all directors for their reasonable expenses incurred in attending Board or committee meetings, and up to $2,500 per director for director education and training.
 
The annual cash retainer fee for non-employee directors in 2018 was $60,000, paid pro rata on a quarterly basis. In addition, committee chairs and the Board's IT liaison were entitled to the following fees:
 
Outside Director
Additional Annual Cash Retainer
Chairman of the Board
$60,000
Audit Committee Chair
$15,000
Compensation Committee Chair
$10,000
Nominating and Corporate Governance Committee Chair
$10,000
Board IT Liaison
$10,000


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VADM Dyer and Mr. Frantz, advisers to the Board beginning in June 2018, received the same annual cash retainer, Board meeting fees and equity awards as members of the Board. Cash fees paid to VADM Dyer and Mr. Frantz in 2018 totaled $38,802 and $37,552, respectively, and each of them received an RSU award with a grant date fair value of $67,629 upon their engagement in June 2018.
Director and Executive Officer Stock Ownership Guidelines

In 2016, the Board adopted Stock Ownership Guidelines for directors, named executive officers and other designated officers that require that certain stock ownership levels be met within three years of implementation of the policy or within five years from appointment or promotion to one of the designated positions. The policy requires that each Board member must own shares of the Company with a fair market value of four times the director's annual cash retainer fee, which was $60,000 for 2018 for a total ownership requirement of shares with a fair market value of $240,000. The required levels of ownership for executives are based upon a multiple of their annual base salary. Our Chief Executive Officer is required to own a number of shares with a value of five times his annual base salary. Our President, Executive Vice Presidents and Division Presidents are required to own a number of shares with a fair market value of three times their annual base salary, and the requirement for designated Senior Vice Presidents is two times annual base salary. The guidelines also provide that directors and officers must retain any net shares that vest or are exercised until such time as the appropriate ownership levels are met. The guidelines provide that shares that would be issuable upon the vesting of any outstanding RSUs, but not stock options, are considered beneficially owned for purposes of the policy. A hardship provision provides a process to request a waiver from the Compensation Committee in exigent circumstances. As of March 31, 2019, all of our directors and named executive officers beneficially own shares in excess of their stock ownership requirements.

Director and Executive Officer Hedging Transactions Policy

In March 2016, the Board adopted a Hedging Transactions Policy that prohibits hedging transactions for the Company's directors and executive officers (subject to a hardship exemption with appropriate approval requirements) designed to limit the financial risk of ownership of the Company's stock. These include any prepaid variable forward contracts, equity swaps, collars or similar financial instruments designed to hedge or offset any decrease in the market value of the Company's stock.

Communicating with the Board
     
We invite stockholders and other interested parties to communicate any concerns they may have about ASGN with either the Chairman of the Board or the directors as a group by writing to the attention of either the Chairman of the Board or the Directors at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301. Any and all such communication will be forwarded by the Secretary of the Company to Mr. Jones, Chairman of the Board, or all of the directors, as applicable.
 
Ethics
 
ASGN has adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of ASGN. More importantly, the code reflects our policy for dealing with all persons, including our customers, employees, investors, regulators and vendors, with honesty and integrity. A copy of our Code of Business Conduct and Ethics can be found on the Investor Relations-Corporate Governance page of our website at http://www.asgn.com. In addition, ASGN adopted a Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers which applies to our Chief Executive Officer, Chief Financial Officer, and other senior financial officers. The codes comply with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The supplemental code focuses on honest and ethical conduct, full, fair and accurate disclosure in our SEC filings and other public disclosures, compliance with applicable government laws, rules and regulations, and prompt internal reporting of violations of the code. This policy is located on the same page on our website as our Code of Business Conduct and Ethics. You may also obtain a copy of these documents without charge by writing to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary.
 
Compensation Committee Interlocks and Insider Participation
 
During 2018, the Compensation Committee of the Board was composed of Messrs. Holman, Jones and Matin and Sen. Brock. There are no Compensation Committee interlocks and no member of the Compensation Committee was or has been an officer or employee of ASGN or its subsidiaries, and no member of the Compensation Committee had any relationships requiring disclosure of certain relationships and related-party transactions. None of the Company’s executives served as a member of the Compensation Committee.


13



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following tables set forth the beneficial ownership by the persons listed below of shares of ASGN’s common stock as of March 31, 2019.
 
Certain information in the table concerning stockholders other than our directors and officers is based on information contained in filings made by such beneficial owner with the SEC. Pursuant to Rule 13d-3 of the Exchange Act among other determining factors, shares are deemed to be beneficially owned by a person if that person has the right to acquire shares (for example, upon the vesting of an RSU) within 60 days of the date that information is provided. In addition, we note that Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. In determining the percentage ownership of any person, the amount of shares outstanding is deemed to include any shares beneficially owned by such person (and only such person) but excludes any securities held by or for the account of the Company or its subsidiaries. As a result, the percentage of outstanding shares held by any person in the table below does not necessarily reflect the person’s actual voting power. As of March 31, 2019, there were 52,795,380 shares of ASGN common stock outstanding.

The following tables set forth the beneficial ownership of ASGN’s common stock as of March 31, 2019 for the following persons:
•    all stockholders known by us to beneficially own more than five percent of our common stock;
•    each of our directors;
 
 
•    each of our named executive officers, as identified; and
•    all of our directors and executive officers as a group.

Unless otherwise indicated, each person listed has sole voting power and sole investment power.
 
Ownership of More than Five Percent of the Common Stock of ASGN

 
 
 
Name and Address of
Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of
Common Stock(4)
 
 
 
BlackRock, Inc.
6,135,493(1)
11.6%
55 East 52nd Street
 
 
New York, NY  10055
 
 
 
 
 
The Vanguard Group, Inc.
4,611,548(2)
8.7%
100 Vanguard Blvd.
 
 
Malvern, PA  19355
 
 
 
 
 
Capital International Investors
3,175,125(3)
6.0%
11100 Santa Monica Blvd., 16th Floor
 
 
Los Angeles, CA 90025
 
 
(1)
Based on information contained in a Schedule 13G/A filed with the SEC on January 24, 2019 by Blackrock, Inc. on behalf of various subsidiaries, Blackrock, Inc. directly or indirectly has sole voting power of 5,974,791 shares of our common stock, and sole dispositive power of 6,135,493 shares. The various subsidiaries listed in the filing as beneficially owning the shares set forth above include: BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co. Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A. and BlackRock Investment Management (Australia) Limited.
(2)
Based on information contained in a Schedule 13G filed with the SEC on February 11, 2019 by The Vanguard Group, Inc. (“Vanguard”) on its own behalf and on behalf of two subsidiaries, Vanguard has sole voting power of 105,523 shares of the Company’s common stock, shared voting power of another 11,985 shares, sole dispositive power over 4,499,137 shares, and shared dispositive power over 112,411 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 100,426 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 17,082 shares as a result of its serving as investment manager of Australian investment offerings.
(3)
Based on information contained in a Schedule 13G filed with the SEC on February 14, 2019 by Capital International Investors (“CII”), a division of Capital Research and Management Company ("CRMC"). The filing states that CII has sole voting and dispositive power over all the shares listed above. Capital International Investors divisions of CRMC, Capital Bank and Trust Company, Capital Guardian Trust Company, Capital International Limited, Capital International Sarl, Capital International K.K and Capital International, Inc. collectively provide investment management services under the CII name.
(4)
For each beneficial owner included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by such holder by the 52,795,380 shares of the Company’s common stock outstanding as of March 31, 2019. To the knowledge of the Company, none of the holders listed above had the right to acquire any additional shares of the Company on or within 60 days after March 31, 2019.

14



Ownership of Management and Directors of ASGN

Name of Beneficial Owner
Amount and Nature of Beneficial Ownership (5)
Percent of Common Stock(6)
 
William E. Brock
 
16,363

 
 
*
 
 
Brian J. Callaghan(1)
 
389,292

 
 
*
 
 
Jonathan S. Holman
 
13,925

 
 
*
 
 
Mariel A. Joliet
 
7,398

 
 
*
 
 
Jeremy M. Jones(2)
 
62,369

 
 
*
 
 
Marty R. Kittrell
 
7,398

 
 
*
 
 
Arshad Matin
 
9,709

 
 
*
 
 
Edwin A. Sheridan, IV(3)
 
1,003,799

 
 
1.9%
 
 
Peter T. Dameris(4)
 
194,871

 
 
*
 
 
Edward L. Pierce
 
116,548

 
 
*
 
 
Theodore S. Hanson
 
242,297

 
 
*
 
 
Randolph C. Blazer
 
46,610

 
 
*
 
 
George H. Wilson
 
5,019

 
 
*
 
 
All directors and executive officers as a group (14 persons)
 
2,131,514

 
 
4.0%
 
 
*
Represents less than one percent of the shares outstanding.
(1)
All of the ASGN shares beneficially owned by Mr. Callaghan are held in a trust where he and his wife are both trustees.
(2)
All of the ASGN shares beneficially owned by Mr. Jones are held in his family trust, in which he and his wife are both trustees.
(3)
Mr. Sheridan holds 38,460 of the ASGN shares he beneficially owns in a revocable trust, and the remainder are held in a limited liability company for which he is the sole beneficiary and has the sole right to vote and invest the shares.
(4)
67,398 of the shares beneficially owned by Mr. Dameris are held in a Grantor Retained Annuity Trust for which he is a trustee and the sole recipient of the annuity payments; and an additional 117,205 shares are held in accounts or a limited partnership that he holds jointly with his wife.
(5)
All amounts shown include shares subject to stock options which are, or will become, exercisable within 60 days of March 31, 2019, and shares available upon vesting of RSUs that will vest within 60 days of March 31, 2019. The number of shares beneficially held by Mr. Pierce includes 50,000 vested stock options. The number of shares beneficially owned by Messrs. Dameris and Wilson includes shares available upon vesting in the next 60 days of 10,268 and 1,319 RSUs, respectively.
(6)
For each individual included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the 52,795,380 shares of the Company’s common stock outstanding as of March 31, 2019, plus the number of shares of common stock that are issuable upon exercise of options that are exercisable or upon the vesting of RSUs within 60 days of March 31, 2019 held by such individual (but not giving effect to the shares of common stock that are issuable upon exercise of options that are exercisable or upon the vesting of RSUs held by others).



15




The following individuals are executive officers of ASGN:

Name
Age
Title
Years Experience in Human Capital Industry
Years with ASGN
Peter T. Dameris*
59
Chief Executive Officer
20 years in industry
15 years
Theodore S. Hanson*
51
President, ASGN
20 years in industry
20 years with ASGN and Apex Systems
Edward L. Pierce*
62
EVP, Chief Financial Officer
17 years CFO experience
7 years
Randolph C. Blazer*
68
President, Apex Systems
over 30 years in industry
12 years with Apex Systems
  George H. Wilson*
61
President, ECS
over 30 years in industry
8 years with ECS
Jennifer Hankes Painter
49
  SVP, Chief Legal Officer and Secretary
13 years GC experience
6 years
  James L. Brill
68
SVP, Chief Administrative Officer and Treasurer
over 35 years as finance executive
12 years
* These individuals are our named executive officers as defined in Item 402 of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act").

The biographies of our Chief Executive Officer and our President are included in the sections above entitled "Directors with Terms Ending in 2020" and "Directors Up for Nomination" on pages 6 and 5, respectively.

Edward L. Pierce joined ASGN in September 2012 as Executive Vice President and Chief Financial Officer. Prior to this appointment, Mr. Pierce served on the Board of Directors for the Company from December 2007 to August 2012. From March 2011 through August 2012, Mr. Pierce was an executive in residence at Flexpoint Ford, a private equity firm. From October 2006 to March 2011, Mr. Pierce served as executive vice president and chief financial officer, and later as president of First Acceptance Corporation, a publicly-traded retailer, servicer and underwriter of non-standard private passenger automobile insurance. From May 2001 through February 2006, Mr. Pierce served as the executive vice president, chief financial officer and as a director of BindView Corporation. From November 1994 through January 2001, Mr. Pierce held various financial management positions, including executive vice president and chief financial officer of Metamor Worldwide, Inc. Mr. Pierce received his bachelor of science degree in accounting from Harding University and began his career with Arthur Andersen & Co. in Houston, Texas.
 
Randolph C. Blazer joined ASGN as President of Apex Systems as a result of the Company's acquisition of Apex Systems in May 2012. Prior to the acquisition, Mr. Blazer served as Apex Systems' Chief Operating Officer, a role he held from February 2007. Formerly, Mr. Blazer served as president of the public sector for SAP America. From 2000 through 2004, Mr. Blazer was chairman and chief executive officer of BearingPoint Inc., one of the world's largest consulting and systems integration firms. From 1977 through 2000, Mr. Blazer held increasing senior positions with KPMG. Under his leadership, KPMG Consulting launched the fourth-largest IPO in NASDAQ's history, becoming the first of the Big Five consulting firms to separate from its audit and tax parent and become an independent, publicly-traded company. Since September 2012, Mr. Blazer has been a board member of AtSite, Inc., a private company that provides building solutions for facilities and real estate teams. Mr. Blazer holds a bachelor's degree in economics from McDaniel College and a master of business administration degree from the University of Kentucky.

George H. Wilson joined ASGN in April 2018 with the acquisition of ECS, of which he is the President. Under his leadership, ECS grew from a small, services-oriented business into a company with more than 2,500 employees providing cloud services, cybersecurity, and IT modernization and advanced engineering solutions. Mr. Wilson joined ECS in 2011 as chief strategy officer and was promoted to president and chief executive officer in February 2014. Prior to joining ECS, he was instrumental in growing Stanley Inc. from a small, private business with 20 employees and $2 million in revenue to a public company of nearly 6,000 employees and more than $900 million in annual revenue. While at Stanley, Mr. Wilson organized and led executive teams responsible for customer relations, corporate development, business growth, strategic investments and company strategy. He is a board member of Professional Services Council, Brain Injury Services, and the Northern Virginia Community Foundation. Mr. Wilson received the 2018 Wash100 award, recognizing his impact in the Government Contracting sector. Mr. Wilson holds a bachelor of science degree in electrical engineering from the U.S. Naval Academy and a master of business administration degree from George Washington University.

Jennifer Hankes Painter joined ASGN in June 2013 and is the Senior Vice President, Chief Legal Officer and Secretary focusing on legal and compliance issues affecting the Company, including mergers and acquisitions, litigation, corporate governance and Board support. Ms. Painter joined ASGN after serving as general counsel, chief compliance officer and secretary of MRV Communications, Inc., a global provider of telecommunications equipment and services, from 2009 to 2013. From 2004 through 2008, Ms. Painter served as vice president and assistant general counsel for The Ryland Group, Inc., a leading national homebuilder traded on the NYSE. From 2001 through 2004,

16



Ms. Painter served as vice president and general counsel of Cadiz, Inc., a water and agricultural company traded on NASDAQ. Prior to joining Cadiz, Ms. Painter was employed as an associate with Sullivan & Cromwell LLP, an international law firm, where she dealt with mergers and acquisitions, securities, and other corporate matters. She was an officer in the U.S. Army Corps of Engineers prior to her legal career. Ms. Painter serves as a member of the governing board for Meet Each Need with Dignity (MEND), a non-profit poverty center providing food, clothing, healthcare, job training and education. She received a bachelor of science degree in civil engineering from the U.S. Military Academy, and a juris doctor degree from Loyola Law School of Los Angeles.

James L. Brill joined ASGN as Senior Vice President, Finance and Chief Financial Officer in January 2007, and has been instrumental in the growth of ASGN. In his current role as Chief Administrative Officer and Treasurer which he took on in 2012, Mr. Brill oversees human resources, risk management, banking and cash management along with assisting in investor relations. Prior to ASGN, Mr. Brill was vice president, finance and chief financial officer of Diagnostic Products Corporation, a medical diagnostic products and solutions company which was later acquired for $1.9 billion by Siemens in July 2006. Mr. Brill was also Chief Financial Officer of Jafra Cosmetics International; vice president of finance and administration, and chief financial officer of Vertel Corporation, a provider of telecommunication systems management software and services; and senior vice president, finance and chief financial officer of Merisel, Inc., a worldwide distributor of computer hardware and software. Mr. Brill served on the board of directors of Onvia Inc., a provider of business to government commerce intelligence for companies desiring to grow their public sector business and for government agencies desiring to improve their procurement efficiencies from 2004 until its sale in December 2017, and was the chairman of their audit committee. Mr. Brill holds a bachelor of science degree from the U.S. Naval Academy and a masters of business administration degree from the UCLA Anderson School of Management.




17



EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

 
 
 
Executive Summary
Our executive compensation program is designed to attract and retain high-caliber executive officers, and to motivate and reward performance that is consistent with our corporate objectives and stockholder interests. Our policy is to provide a competitive total compensation package that shares our success with our named executive officers, as well as our other employees, when our goals are met. Our executive compensation program therefore emphasizes pay-for-performance, using metrics that are tied to our business objectives.
Performance
In 2018, we achieved over $3.5 billion in revenues on a pro forma basis representing an increase of $335.3 million, or 10.4 percent over the prior year, which is more than double the four percent growth rate that was projected for the IT staffing industry for 2018 by Staffing Industry Analysts ("SIA"). Adjusted EBITDA(1) for purposes of determining performance targets, grew to $423.8 million on a pro forma basis. That represented an increase of $43.4 million, which is an 11.4 percent increase over the prior year. Since the closing of our acquisition of ECS through the end of the year, we paid $276.0 million of our long-term debt.

 
a5yearstocka01.jpg
Growth
2018 was the fifth consecutive year that we achieved above-industry growth in the end markets we serve. Our revenue growth for 2018 was more than two times the industry rate and we achieved higher growth in profitability and cash flows as a result of improved operating leverage. We expect to outpace the industry average again this year, and in 2018, we set a five-year growth plan to achieve $5 billion in revenues by 2022. Our year-over-year revenue growth rate was 10.4 percent in 2018, 7.6 percent in 2017, 12.0 percent in 2016, and 11.1 percent in 2015.(2)
 
Compensation
ASGN offers a competitive compensation plan to aid in recruiting, incentivizing short- and long-term performance and enhancing retention. Executives receive a base salary, an annual cash incentive bonus, long-term equity-based incentives and perquisites, and are eligible to participate in our employee benefits plans.

Experience
ASGN takes pride in having a management team that has significant industry experience. Their proven record of delivering on our growth strategies puts them in high demand. Their longevity with our Company - a testament to the success of our compensation strategy - provides stability and continuity while improving our ability to follow through on long-term plans. 


Industry Rankings
According to Staffing Industry Analysts’ 2018 reports, ASGN is a leader in multiple areas of the U.S. staffing industry:
Largest Marketing/Creative Staffing Firm
2nd Largest IT Staffing Firm
3rd Largest Clinical/Scientific Staffing Firm
4th Largest Direct Hire Firm 
9th Largest Staffing Firm overall
18th Largest Engineering Staffing Firm

Globally, we are the 15th Largest Staffing Firm overall.

 
(1) Adjusted EBITDA is a non-GAAP measure defined as EBITDA (earnings before interest expense, income taxes, depreciation and amortization), plus, among other things, stock-based compensation expense and acquisition, integration and strategic planning expenses. See Annex A for a reconciliation of net income to Adjusted EBITDA.

(2) The growth rates are pro forma, which include revenues from businesses acquired during 2015, 2017 and 2018 as if those acquisitions occurred at the beginning of 2014.

18




The following graphs illustrate our improvement in revenues, Adjusted EBITDA and gross profit over the last five years and compares that information against the total compensation listed for our Chief Executive Officer in the Summary Compensation Table on page 33 of this Proxy Statement and in our prior proxy statements. These performance metrics are used or have been used by our Compensation Committee to calculate our named executive officers' performance-based compensation, as described below in the section entitled "Compensation Program Elements." The increase of our Chief Executive Officer's compensation is due to two factors: (a) a one-time special cash and equity grant valued at an aggregate of $5 million due to his leadership related to the successful completion of the Company’s largest acquisition in its history and other factors described below, one-half of which the Compensation Committee designated to his Deferred Compensation Account which he will not receive starting until the second year after his termination of service to the Company, and (b) a temporary increase in the price of our stock from January 2, 2018, the date Mr. Dameris received the largest of his annual equity grants of $3.5 million per his 2015 Employment Agreement (as defined below), and March 21, 2018, the date in which that grant was valued for accounting purposes since the performance targets were set on that date. While the Compensation Committee had approved a grant worth $3.5 million, the grant reflects a grant-date fair value of $4.7 million in the charts below, in our Summary Compensation Table and in other tables in this proxy statement. As of December 31, 2018, the grant was worth $3.0 million due to the drop in the price of our stock throughout the year.

performancea01.jpg
(1)
As reported for the year in which the compensation was earned.
(2)
2015 net income included gain on sale of discontinued operations, net of income taxes of $25.7 million.

19




Stock Performance Graph
 
The following graph compares the performance of ASGN’s common stock price during the period from December 31, 2013 to December 31, 2018 with the composite prices of companies listed on the NYSE and of companies included in the SIC Code No. 736—Personnel Supply Services Companies Index. The companies listed in the SIC Code No. 736 include peer companies in the same industry or line of business as ASGN.
 
The graph depicts the results of investing $100 in our common stock, the NYSE market index, and an index of the companies listed in the SIC Code No. 736 on December 31, 2013, and assumes that dividends were reinvested during the period.
 
The comparisons shown in the graph below are based upon historical data, and we caution stockholders that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, potential future performance.


totalreturna01.jpg

ASSUMES $100 INVESTED ON DECEMBER 31, 2013
ASSUMES DIVIDEND REINVESTED
YEAR ENDING DECEMBER 31, 2018

 
 
Year Ended December 31,
 
 
2013
 
2014
 
2015
 
2016
 
2017
 
2018
ASGN
 
$
100.00

 
$
95.05

 
$
128.72

 
$
126.46

 
$
184.05

 
$
156.07

SIC Code No. 736 Index—Personnel Supply Services Company Index
 
$
100.00

 
$
96.41

 
$
100.67

 
$
106.44

 
$
138.19

 
$
115.03

NYSE Market Index
 
$
100.00

 
$
106.87

 
$
102.62

 
$
115.02

 
$
136.76

 
$
124.72



20



Compensation Consultant

In 2015, the Compensation Committee retained Semler Brossy as its independent compensation consultant to help determine compensation for certain positions in the Company including all of the named executive officers as well as the Board of Directors. Semler Brossy also advised the Compensation Committee in designing the annual cash and long-term incentive compensation programs, and provided advice regarding the renewal of the Chief Executive Officer's employment agreement. These compensation programs and designs remained substantially in place through 2018. In 2018, the Compensation Committee re-engaged Semler Brossy to review the compensation of our Chief Executive Officer, the overall compensation package for our President, a special RSU grant to the President of our Apex segment (granted in 2019), and other compensation-related items, including our equity grant distribution plan. In addition, the Compensation Committee has also engaged Semler Brossy to review our director compensation program in 2019 (which has remained unchanged since 2015). The Compensation Committee has assessed the independence of Semler Brossy pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently representing the Compensation Committee. In addition, the Compensation Committee had a limited engagement of Meridian Compensation Partners, LLP ("Meridian"), related to the special cash and equity bonus provided to Mr. Dameris, our Chief Executive Officer, in May 2018.

Compensation Philosophy
 
This section explains our compensation philosophy and compensation program as it relates to our named executive officers. The following table sets forth the key elements of our named executive officers’ compensation, along with the primary objective associated with each element of compensation.
Compensation Element
Primary Objective
Base salary
To provide stable income as compensation for ongoing performance of job responsibilities.
Annual performance-based cash compensation (bonuses)
To incentivize short-term corporate objectives and individual contributions to the achievement of those objectives.
Long-term performance-based equity incentive compensation
To incentivize long-term performance objectives, align the interests of our named executive officers with stockholder interests, encourage the maximization of shareholder value, and retain key executives.
Severance and change in control benefits
To encourage the continued attention and dedication of our named executive officers and provide reasonable individual security to enable our named executive officers to focus on our best interests, particularly when considering strategic alternatives.
Retirement savings (deferred compensation and 401(k) plans)
To provide retirement savings in a tax-efficient manner.
Health and welfare benefits
To provide standard protection with regard to health, dental, life and disability risks as part of a market-competitive compensation package.
 

The Company seeks to attract, motivate and retain key talent needed to enable ASGN to operate successfully in a competitive environment. The Company’s fundamental policy is to offer ASGN's named executive officers competitive and fair compensation opportunities based upon their relevant experience, their individual performance, and the overall financial performance of ASGN in a way that is aligned with the long-term interests of the Company’s stockholders. The Company believes that the compensation program for the executive officers is instrumental to the Company’s performance.
 
To serve the foregoing objectives, our overall compensation program is generally designed to be flexible and complementary rather than purely formulaic, and it is reviewed and revised on an annual basis. In alignment with the objectives set forth above, the Compensation Committee has generally determined the overall compensation of our named executive officers and its allocation among the elements described above, relying on the analyses and advice provided by its compensation consultant as well as input from our management team.

The Compensation Committee oversees the executive compensation program and determines compensation for the Company’s executive officers. The Compensation Committee recognizes that, from time to time, it is appropriate to enter into compensatory agreements with key executives, and has done so with each of its named executive officers. Through these agreements, ASGN seeks to further motivate such individuals, retain their services, and secure confidentiality and non-solicitation obligations from such executives, applicable both during and after their employment. These compensatory agreements include executive employment agreements and severance arrangements.
    

21



In exercising discretion to determine compensation, the Compensation Committee carefully considers the experience, responsibilities and performance of each executive officer, and the Company’s overall financial performance. In determining appropriate compensation for our executives, the Compensation Committee considers numerous factors including, but not limited to: rewarding results which are beneficial for the stockholders, competitive compensation, balancing cash and equity payments, recognizing external effects on our business, retention of our executive officers, skills of the executive officers, the Company’s business and growth strategy, and the overall reasonableness of compensation in the experience of our Compensation Committee members.
The Compensation Committee also compares our performance against that of our peer group as part of its oversight responsibilities, and uses industry performance data to set performance targets. The Compensation Committee conducted a comprehensive review of compensation practices for the Company's executives against the compensation of executive officers of competitor companies in 2015 with the support of Semler Brossy, and another review was conducted in 2018 for our Chief Executive Officer and our President, as well as a partial review related to a special grant for the President of Apex Systems. Another compensation consultant provided information and analysis to the management team in conjunction with the compensation review. In its analysis, Semler Brossy utilized a peer group of 18 professional services companies to establish the compensation for the Chief Executive Officer, including related industry peers, primarily in the staffing and consulting and government services areas. At the time of the compensation review, revenues for the prior 12 months of the entities in the peer group ranged from $1.2 billion to $8.2 billion, which are generally within one-third to a little more than twice ASGN’s revenues on a pro forma basis. For purposes of setting compensation for 2018, the Compensation Committee substantively maintained the structure of the compensation program set in 2015. In reviewing who the Company's peer group should be for purposes of the Semler Brossy compensation review conducted in 2018, we added certain peers with a stronger focus on the government contracting sector due to the Company's recent acquisition of ECS:
Amedisys, Inc.;
Booz Allen Hamilton Holding Corporation;
CACI International Inc.;
EPAM Systems, Inc.;
Huron Consulting Group Inc.;
Kelly Services, Inc.;
ICF International, Inc.;
Insperity, Inc.;
Kforce Inc.;
Korn/Ferry International;
ManTech International Corporation;
MEDNAX, Inc.;
Robert Half International Inc.;
Perspecta Inc.;
Premier, Inc.;
Science Applications International Corporation;
Unisys Corporation; and
Willis Towers Watson PLC.

The Compensation Committee considers the Chief Executive Officer’s reviews and assessments of the performance of the other executive officers in its compensation decisions. The Compensation Committee works closely with the Chief Executive Officer in setting compensation for the executive officers (other than the Chief Executive Officer), giving weight to the Chief Executive Officer’s evaluation of the other executive officers because of his direct knowledge of their performance. The Compensation Committee and Board reviews and assesses the performance of the Chief Executive Officer annually.  

The Compensation Committee strives to achieve a balance between cash and equity compensation as well as long-term and short-term incentive compensation which aligns with our stockholders’ interests, but the Compensation Committee does not employ any formal method for allocating between cash and equity awards or between long-term and short-term incentives. Instead, the Compensation Committee balances various goals, longer-term performance objectives and vesting conditions on an individualized basis.
 
As shown in the graphs below, a fundamental objective of the Compensation Committee is to make a substantial portion of each executive officer’s compensation contingent upon the Company's performance, as well as upon his or her own individual level of performance such that each executive officer is compensated for results. The Compensation Committee furthers this objective through an annual performance-based incentive compensation program using multi-year, long-term incentive awards subject to achievement of specified goals tied to business criteria for the Company, comparing performance levels versus our industry, including periodic equity grants with performance-based vesting

22



components. The Compensation Committee strives to align the remuneration potential for the executive officers with stockholder interests through the use of equity awards.

In connection with the successful completion of the Company's largest acquisition in its history, which allowed the Company to offer its services directly to the $129 billion government contract industry, our Compensation Committee approved a special one-time cash bonus and RSU grant to our Chief Executive Officer in May 2018. Separately, the Compensation Committee had become concerned that our Chief Executive Officer's compensation was falling behind his peers, especially in light of the fact that the Company had significantly outperformed its peers for the last several years in a row, and wanted to provide him with a benefit that would incentivize him to remain with the Company. In the last five years, the Company's revenues have almost doubled, with the Company's revenues growing 18.5 percent over that period on an as reported basis, which was four to seven percent each year above the industry weighted average over that period on a pro forma basis. The Compensation Committee entered into a limited engagement with Meridian to conduct a study of our Chief Executive Officer's pay compared to his peers. The mechanics and performance criteria for annual incentive awards, long-term incentive awards and the special cash and equity bonus for our Chief Executive Officer are discussed in greater detail below.

The following graphs show the allocations of various types of compensation awarded by the Compensation Committee to the named executive officers in 2018:


ceoneographa01.jpg

With respect to our named executive officers, the Compensation Committee linked a substantial portion of each executive’s total compensation in 2018 to the performance of the Company or division over which the executive has responsibility (as applicable), quantified by the following measurements: (i) EBITDA adjusted for the purposes of incentive compensation targets, but excluding gains, losses or expenses associated with unusual items which include restructurings, discontinued operations, force majeure, litigation, judgments and settlements, changes in tax laws or accounting principles, certain severance amounts, equity-based compensation expense, one-time gains or losses from disposal or sale of assets, and impairment of goodwill or other identifiable intangible assets (“Adjusted EBITDA”); (ii) Adjusted EBITDA per share; and (iii) gross profit. A calculation of Adjusted EBITDA, a non-GAAP measure, reconciling it to net income is included in Annex A.
 
The Compensation Committee believes this structure is appropriate because senior executives’ efforts and business judgment significantly impact the performance of the Company and the Company’s stock price, and these metrics qualify that impact. Our executive officers receive annual cash incentive compensation opportunities with attainment targets set each year by the Compensation Committee, based on percentages of their annual salary depending upon the scope of the executive’s responsibilities. Additionally, our executive officers receive annual RSU equity grants, the size of which increase as the executive’s level of responsibility and impact on overall Company performance increases. The value of the annual equity grants is tied to the value of ASGN’s common stock, with vesting schedules that are based on the attainment of performance-based goals established by the Compensation Committee and continued service to the Company over a period of time. We believe that linking equity awards to performance-based vesting conditions and continued service to the Company provides desirable retention and performance incentives. The Compensation Committee believes the use of both annual and long-term incentive awards encourages the executive officers to balance and manage short-term returns against long-term Company goals and investments in future opportunities. Annual incentive awards are generally cash awards intended to reward the executive for achieving growth in one or more designated business unit level or consolidated performance metrics. Multi-year, long-term incentive awards are typically equity awards, with vesting subject to the attainment of designated levels of Company or division financial performance, as well as the passage of time.


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The Compensation Committee took under consideration the structure of these awards to individuals who are “covered employees” under Internal Revenue Code (the “Code”) Section 162(m) (discussed below) to the extent that certain compensation was grandfathered under such regulation in order that the compensation and would be able to be considered “qualified performance-based compensation” under Code Section 162(m) preserving the deductibility of the awards.

Our compensation decisions for the named executive officers in 2018, including each of the key elements of our executive compensation program, are discussed in detail below. This discussion is intended to be read in conjunction with the executive compensation tables and related disclosures.

Compensation Program Elements
 
Base Salary

One component of our compensation package is an annual salary commensurate with each executive officer’s experience, scope of responsibility, skill in executing those responsibilities and overall value to the organization. The Compensation Committee considers the following factors in determining the base salary for each named executive officer:
 
 
•    individual performance as measured by the success of the executive officer’s business division or area of responsibility;
•    competitiveness with salary levels of similarly-sized companies and our peer group evaluated through salary surveys and internal compensation parity standards;
•    the range of the Company’s other executive officer salaries and annual salary increases awarded to the Company’s other executive officers;
•    the performance of the Company and the overall economic climate;
 
 
•    whether the base salary equitably compensates the executive for the competent execution of his or her duties and responsibilities;
•    the executive officer’s experience; and
 
 
 
•    the anticipated impact of the executive officer’s business division or area of responsibility.
 
 
The amount and timing of any increase in base compensation depends upon, among other things, overall economic conditions, the performance of the Company and the executive officer’s business unit (if applicable), the individual’s performance, internal compensation parity, and the time interval and any responsibilities assumed since the last salary increase. While the Compensation Committee allocates a competitive base salary for each executive, base salary is only a portion of the overall compensation program. Executive officers’ performance, including over-achievement, is generally rewarded through incentive programs, rather than base salary.
 
In determining whether or not to apply a salary increase for the named executive officers in 2018, the Compensation Committee considered the growth of the Company in the past year, along with the overall value of each named executive officer’s compensation and equity, the timing of the named executive officer’s last salary increase, the performance of the Company and the division over which the named executive officer has responsibility (if applicable), the percentage of executive compensation compared to the Company’s overall expenses, the performance of the staffing industry, and the overall economic climate. After taking all of this information into consideration, the Compensation Committee approved five percent cost-of-living increases to base salary for each named executive officer effective January 1, 2018 except for Mr. Wilson, who joined ASGN in April 2018 through the acquisition of ECS.

Cash Incentive Compensation

Executive officers, including our named executive officers, are eligible for annual incentive compensation payable in cash and tied to achievement of performance goals, which typically include components related to profitability and growth, either at the divisional or corporate levels, or a combination, depending upon the executive’s area of responsibility. By focusing on profitability and growth measures, the Compensation Committee attempts to relate annual cash incentive compensation to performance measures that demonstrate appropriate growth and contribute to overall shareholder value. Within the first 90 days of each fiscal year, the Compensation Committee typically establishes annual performance targets and corresponding target incentive compensation. Annual incentive compensation is typically calculated as a percentage of the individual’s base salary, with higher level executives eligible for higher target percentages. The Compensation Committee followed this procedure for 2018 annual incentive compensation, setting target and maximum cash incentive compensation opportunities of 100 percent and 200 percent in the aggregate, respectively, of annual base salary for Mr. Dameris, 75 and 150 percent in the aggregate of annual base salary for Mr. Hanson, 70 and 140 percent in the aggregate of annual base salary for Mr. Blazer, and 60 and 120 percent in the aggregate of annual base salary for Mr. Pierce, assigned according to the rank and the scope of responsibilities of the executive and provisions in their employment agreements. As Mr. Wilson joined the Company in April 2018, his cash incentive compensation structure was not set up the same, and was discretionary, though it has been aligned with the other named executive officers for 2019.

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A table of 2018 annual base salary and target and maximum cash incentive compensation amounts is as follows:

 
Annual Base Salary
 
Annual Cash Incentive Compensation
Name
 
Target
Maximum
Peter T. Dameris
$
1,020,915

 
$
1,020,915

 
$
2,041,830

 
Theodore S. Hanson
630,000

 
472,500

 
945,000

 
Edward L. Pierce
584,325

 
350,595

 
701,190

 
Randolph C. Blazer
790,079

 
553,055

 
1,106,111

 
George H. Wilson
480,000

 
450,000

 
-

 


Except in the case of Mr. Wilson, over half of the 2018 potential cash compensation package for each of our named executive officers is attached to attainment of cash incentive compensation program targets assuming the achievement of applicable performance goals. The percentage of base salary plus annual cash incentive compensation compared to total compensation (which includes the executives' RSU grants in 2018) is as follows: Mr. Dameris, 43 percent (this calculation accounts for the special cash bonus and equity grant provided to Mr. Dameris in May 2018); Mr. Hanson, 53 percent; Mr. Pierce, 60 percent; Mr. Blazer, 58 percent; and Mr. Wilson, 21 percent (due to the grant of RSUs he received upon our acquisition of ECS). The Compensation Committee believes these arrangements appropriately links the executives’ remuneration to the performance of the Company and the benefits derived by the stockholders. The targets are based on full-year performance measures and are, therefore, established at a time when attainment is substantially uncertain. The cash incentive bonus opportunity for all of the named executive officers except Mr. Wilson consists of two components established by the Compensation Committee:  a “Tier 1 bonus” for target achievement of set objectives, and a “Tier 2 bonus” based on extraordinary performance surpassing those objectives, paid incrementally up to a pre-set maximum level. The Tier 1 bonus and Tier 2 bonus together make up the executive officer’s maximum annual cash incentive bonus opportunity. Structuring the annual incentive compensation in this manner upholds ASGN’s philosophy of paying for performance. The Tier 1 bonus component is designed to be achievable based upon highly competent management performance on the executive’s part, assuming certain economic conditions and other circumstances at the time the goal was established. The Tier 2 bonus component is designed to be difficult to achieve under those circumstances and to reward truly exceptional performance. As discussed above, Mr. Wilson joined ASGN in April 2018 in connection with the acquisition of ECS. As such, his cash incentive compensation structure consisted of a discretionary cash bonus of $425,000 (which is discussed in more detail under "President, ECS" below.

In 2018, the Compensation Committee established the cash incentive compensation percentages based on its review of the compensation study and recommendations made by Semler Brossy, provisions in each named executive officer’s employment agreement, historical cash incentive compensation amounts, and the same general factors that the Compensation Committee considered for annual base salary. The performance goals were set by the Compensation Committee after consultation with the Chief Executive Officer (with respect to named executive officers other than himself), and are intended to be a relative measure comparing us to our industry peers' performance. Therefore, the performance targets reflect growth from the prior year based on weighted averages of projected growth for the staffing industry sectors that ASGN serves as projected by SIA in its September 2017 report, the latest projections available prior to setting the targets. The Tier 1 targets were generally set at weighted industry average growth projections for 2018 over the prior year results, which was 4.15 percent growth on a consolidated Company basis. Tier 2 targets for Company performance were based on consolidated Adjusted EBITDA targets being 32 percent above the projected weighted industry average growth rates, or 6.5 percent above prior year results, and Revenues being 40 percent above the projected weighted industry average growth rates, or 7.1 percent above prior year results. Division performance targets generally required performance substantially above the industry weighted average growth projections. In 2018, for purposes of setting named executive officer annual cash incentive bonus targets, the Compensation Committee determined that growth and success in the areas of Adjusted EBITDA and gross profit for temporary assignment work would best indicate growth and success for certain divisions. The Compensation Committee believes that the Company’s success in these areas represents the measures used by our stockholders to assess our Company’s value. As described under “Compensation Philosophy” above, Adjusted EBITDA for purposes of incentive compensation targets is earnings before interest, taxes, depreciation and amortization but excluding gains losses or expenses associated with unusual items.

The cash incentive compensation target and maximum goals, and actual amounts earned with respect to those goals for each named executive officer, are set forth below for 2018.

Chief Executive Officer

Mr. Dameris’ target and maximum cash incentive compensation opportunities were set at 100 percent and 200 percent in the aggregate of his annual base salary, respectively, as provided for in the Second Amended and Restated Executive Agreement we entered into with Mr. Dameris on November 17, 2015 (the "Dameris Employment Agreement"). Mr. Dameris earned $2,041,830 out of a maximum possible cash incentive bonus of $2,041,830. The performance targets for Mr. Dameris' 2018 cash incentive bonus and the amounts earned are noted below.

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Tier 1
Mr. Dameris was eligible to earn his Tier 1 cash incentive bonus equal to 100 percent of his annual base salary upon the Company’s attainment of the following targets during 2018:
% of Tier
1 Target
Performance Target 
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount
Earned
100%
Company achieves Adjusted EBITDA for 2018 of projected weighted industry growth of 4.15 percent over 2017, or $394,407,718
$423,808,387
$1,020,915
$1,020,915

Tier 2
Mr. Dameris was eligible to earn his Tier 2 cash incentive bonus of up to 100 percent of his annual base salary upon the Company’s attainment of the following targets during 2018:
% of Tier 2 Target
Performance Target
Actual Performance
Maximum Incentive
Opportunity
Incentive Amount
Earned
60%
Company achieves Adjusted EBITDA for 2018 of $394,407,718 to 4.15 percent growth over 2017, or $403,306,980, which is 6.5 percent above projected weighted industry growth for 2017 (based on a sliding linear scale)
$423,808,387
$612,549
$612,549
40%
Company achieves Revenue for 2018 of projected industry weighted growth of 4.15 percent over 2017, or $3,345,605,243, to 7.1 percent above 2017, or $3,440,367,945 (based on a sliding linear scale)
$3,547,922,041
$408,366
$408,366
 
Tier 1 plus Tier 2 Total
 
$2,041,830
$2,041,830

Special One-Time Cash Bonus
In May 2018, the Compensation Committee granted Mr. Dameris a special cash bonus of $2.5 million which the committee designated to his Deferred Compensation Plan account. The bonus will be paid out over a 10-year period beginning the second year after his retirement or termination of employment, subject to an earlier termination of the plan or a qualifying change in control event.

President

Mr. Hanson's maximum cash incentive bonus opportunity is 150 percent of his annual base salary. Mr. Hanson was eligible to earn a Tier 1 cash incentive bonus up to 75 percent of his annual base salary, and up to another 75 percent of his annual base salary for a Tier 2 cash incentive bonus. The Tier 1 and Tier 2 target structure and goals were identical to that for Mr. Dameris, and he earned the maximum $472,500 possible for each Tier, for an aggregate cash incentive bonus of $945,000 for 2018.

Chief Financial Officer

Mr. Pierce’s maximum cash incentive compensation bonus opportunity is 120 percent of his annual base salary. Mr. Pierce was eligible to earn a Tier 1 cash incentive bonus up to 60 percent of his annual base salary, and up to another 60 percent of his annual base salary for a Tier 2 cash incentive bonus. The Tier 1 and Tier 2 target structure and goals were identical to that for Mr. Dameris, and he earned the maximum $350,595 possible for each Tier, for an aggregate cash incentive bonus of $701,190.

President, Apex Systems

Mr. Blazer’s maximum cash incentive compensation bonus opportunity was set at 140 percent of his annual base salary, and Mr. Blazer earned $1,089,147 out of a maximum cash incentive bonus possible of $1,106,111. The performance targets for Mr. Blazer's 2018 cash incentive bonus and the amounts earned are noted below.

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Tier 1
Mr. Blazer was eligible to earn a Tier 1 cash incentive bonus up to 70 percent of his annual base salary contingent upon attainment of the following targets during 2018 by ASGN and our Apex Segment:
% of Tier 1 Target
Performance Target
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount Earned
15%
Company achieves Adjusted EBITDA for 2018 of projected weighted industry growth of 4.15 percent over 2017, or $394,407,718
$423,808,387
$82,958
$82,958
15%
Creative Circle, LLC ("Creative Circle") achieves gross profit growth for temporary assignment work of 7.0 percent over 2017
8.1% over 2017
$82,958
$82,958
70%
Apex Segment achieves Adjusted EBITDA growth of 6.0 percent over 2017
15.2% over 2017
$387,139
$387,139

Tier 2
Mr. Blazer was eligible to earn a Tier 2 cash incentive bonus up to 70 percent of his annual base salary contingent upon attainment of the following targets during 2018 by ASGN and our Apex Segment:
% of Tier 2 Target
Performance Target
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount Earned
10%
Company achieves Adjusted EBITDA for 2018 of $394,407,718 to 4.15 percent growth over 2017, or $403,306,980, which is 6.5 percent above projected weighted industry growth for 2017 (based on a sliding linear scale)
$423,808,387
$55,306
$55,306
10%
Company achieves Revenue for 2018 of projected industry weighted growth of 4.15 percent over 2017, or $3,345,605,243, to 7.1 percent above 2017, or $3,440,367,945 (based on a sliding linear scale)
$3,547,922,041
$55,306
$55,306
10%
Creative Circle achieves gross profit growth for temporary assignment work of 7.0 to 8.6 percent growth over 2017 (based on a sliding linear scale)
8.1% over 2017
$55,306
$38,342
70%
Apex Segment achieves Adjusted EBITDA growth of 6.0 to 7.4 percent over 2017 (based on a sliding linear scale)
15.2% over 2017
$387,139
$387,139
 
Tier 1 plus Tier 2 Total
 
$1,106,111
$1,089,147

President, ECS

Mr. Wilson’s 2018 cash incentive bonus was discretionary, as the Compensation Committee did not want to disrupt his previous cash incentive bonus plan mid-year in the year of acquisition. The Compensation Committee reviewed the partial year performance of Mr. Wilson, considering objective and subjective performance factors, including but not limited to year-over-year growth, EBITDA as compared to industry peers, customer satisfaction and building of core values, as well as his equity compensation for 2018, and granted Mr. Wilson a cash incentive bonus of $425,000. The Compensation Committee also revised his cash incentive bonus opportunity structure for 2019 to track that of the other named executive officers, with a maximum cash incentive bonus opportunity of 140 percent of his annual base salary, consisting of a Tier 1 target cash incentive bonus up to 70 percent of his annual base salary, and a Tier 2 cash incentive bonus of up to another 70 percent of his annual base salary.

Equity Incentive Compensation

The Compensation Committee periodically approves grants of RSUs to ASGN’s executive officers, including its named executive officers. These grants are designed to balance the comparatively short-term goals of the annual cash incentive compensation bonuses with long-term stock price performance, to align the interests of each executive officer with those of the stockholders and to provide each individual with a significant incentive to manage their responsibilities from the perspective of an owner with an equity stake in the business. In addition, ASGN believes that granting equity awards with long vesting periods creates a retention incentive and encourages the executive officers to focus on the Company’s long-term business objectives and long-term stock price performance.
 

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In 2018, the Company continued to rely on long-term equity awards in the form of RSUs to ensure a strong connection between the executive compensation program and the long-term interests of the Company’s stockholders. RSUs enable the Company to confer value in excess of simple future appreciation, providing a valuable incentive in a sometimes volatile market. Accordingly, the Company believes that RSUs are an effective compensation element for attracting executives and promoting their long-term commitment to the Company. The Compensation Committee prefers RSUs to stock options because, unlike stock options, RSUs are not at risk of having an exercise price which is greater than the market price of the underlying shares during the vesting period and thereby failing in their fundamental purpose of providing an incentive to the executives to remain employed with the Company and focus efforts on achieving the performance targets necessary for vesting.
 
The annual 2018 RSU grants for the named executive officers had vesting terms that were conditioned upon achievement of performance criteria. The Compensation Committee believes that conditioning the vesting of RSU awards on the attainment of performance objectives is appropriate because this type of award creates an incentive for the executive to attain the designated performance criteria for vesting purposes, as well as to execute business plans that increase the overall fair market value of our common stock and align the executives’ interests with the Company’s stockholders. Upon achievement of the performance targets, many of these grants continue to be subject to additional time-vesting requirements which provides additional retention incentives.
 
The size of the RSU grants is set at a level that the Compensation Committee deems appropriate in order to create a meaningful opportunity for stock ownership based upon the executive’s seniority and ability to impact our stock price. In determining the size of the grants, the Compensation Committee also considers the executive officer’s annual salary and annual cash incentive compensation opportunity. The Compensation Committee also takes into account the scope and business impact of the executive’s position, the individual’s potential to assume future duties and responsibility on behalf of ASGN over the vesting schedule, the executive’s individual performance in recent periods, and the executive’s current holdings of ASGN stock and options received through previous equity grants, as well as the equity plan’s individual award limits, quality of service to the Company, experience of the officer, the then-current fair market value of the Company’s common stock, and the overall equity awarded to each executive officer. The Compensation Committee feels that taking all of these factors into consideration enhances our ability to provide meaningful, appropriate and balanced incentives.
 
Long-term equity incentive compensation, structured in a way that aligns compensation of the executive officers with interests of our stockholders, comprised a significant portion of our named executive officers’ total 2018 compensation. The Compensation Committee granted Mr. Dameris, our Chief Executive Officer, annual equity awards in 2018 in accordance with the terms of the Dameris Employment Agreement. Pursuant to the agreement, Mr. Dameris’ 2018 annual equity awards have both one-year and multi-year vesting schedules and are further conditioned on performance-vesting requirements linked to the attainment of specified goals related to Adjusted EBITDA and Adjusted EBITDA per share. The Compensation Committee believes that a multi-year vesting schedule, which governs the majority of Mr. Dameris' RSU grants, encourages Mr. Dameris’ continuation in service with the Company through those vesting dates. In addition, the Compensation Committee believes that Mr. Dameris’ RSU grants provide him with incentive to focus on increasing the long-term value of the Company as measured by the Company’s Adjusted EBITDA. The use of Adjusted EBITDA targets encourages Mr. Dameris and his executive team to focus on producing financial results that align with the interests of our stockholders, which is why it is used with both cash incentive bonuses and RSU performance targets.
 
The Compensation Committee similarly strove to align the remuneration potential for the other named executive officers with stockholder interests through the use of annual RSU equity awards during 2018. Equity awards for Messrs. Hanson, Pierce, Blazer and Wilson included multi-year vesting components based on the achievement of Adjusted EBITDA performance targets set by the Company.

In addition to the annual performance grants to the named executive officers, the Compensation Committee awarded special RSU grants to Messrs. Dameris and Wilson. Our Compensation Committee provided a time-vesting retention RSU grant to Mr. Dameris in May 2018, along with a contribution to his deferred compensation plan account, related to the successful completion of the Company’s largest acquisition in its history, which also opened up the $129 billion government contract industry for the Company to offer its services. The long-term retention RSU grant to Mr. Wilson vests 50 percent on the fourth anniversary of grant and 50 percent on the fifth anniversary of grant, was granted in conjunction with the acquisition of ECS, and is intended by the Compensation Committee to encourage Mr. Wilson to remain with the Company for the long term.
 
The 2018 annual long-term equity incentive compensation granted to each named executive officer is set forth below.
 
Chief Executive Officer

On January 2, 2018, Mr. Dameris was granted the following annual equity incentive compensation opportunities pursuant to the Dameris Employment Agreement:

Tranche A Award - Mr. Dameris was granted 12,626 RSUs having a grant date fair market value of $800,000. This award vested on January 2, 2019 and was subject to continued service to the Company and the Company attaining positive EBITDA in 2018 which was achieved. Mr. Dameris received 12,626 shares on February 14, 2019 when the Compensation Committee certified achievement of the performance goal.

Tranche B Award - Mr. Dameris was granted 54,450 performance-based RSUs with a grant date fair market value of $3,450,000, and the performance targets were set on March 21, 2018, with two-thirds of the grant being for target performance, and the remaining one-third for performance in excess of the target, which in this case requires over seven percent growth over the prior year's performance which was almost double the industry weighted growth rate for the Company for 2018 as projected by SIA in its September 2017 report, the latest projections available prior to setting the targets. The RSUs are eligible to vest based on the

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Company’s attainment of Adjusted EBITDA at various levels over the one-year period ending on December 31, 2018. The earned portion of the award vests and becomes (or became) payable in three equal components January 2 of 2019, 2020 and 2021, subject to continued service to the Company. The Compensation Committee set the applicable targets and their weighting as follows:  
% of RSU Award

Performance Target
Maximum Number of Shares to be Earned
10%
Company achieves a minimum of $315,526,174 of Adjusted EBITDA
5,445
40%
Company achieves Adjusted EBITDA of $315,526,174 to $354,966,946 (sliding linear scale)
21,780
16.7%
Company achieves Adjusted EBITDA of $354,966,946 to $394,407,718 (sliding linear scale)
9,093
33.3%
Company achieves Adjusted EBITDA of $394,407,718 to $403,306,980 (sliding linear scale)
18,132
 
 
54,450

The Company achieved $423,808,387 in Adjusted EBITDA in 2018, and therefore Mr. Dameris earned the maximum number of the 54,450 shares related to this RSU grant when the Compensation Committee certified achievement of the performance goals. 18,150 of the shares vested and paid out upon certification of performance on February 14, 2019, with the remaining shares to vest and be paid out equally on January 2, 2019 and January 2, 2020, subject to continued service to the Company.

Tranche C Award - Mr. Dameris was granted an RSU award with a fair market value of up to $500,000, with the share number determined on the date of settlement. Pursuant to the grant terms, Mr. Dameris was eligible to receive a linear pro rata portion of the grant based on percentage attainment of the target after a minimum threshold was met. On March 21, 2018, the Compensation Committee set the performance targets for the Tranche C award, and the minimum threshold target was determined to be achievement by the Company of Adjusted EBITDA per share of $6.79 during the 12-month performance period ending December 31, 2018. Mr. Dameris vested in 80 percent of the Tranche C award upon achievement of the minimum threshold target. The remaining 20 percent of the target was achievable upon the Company attaining Adjusted EBITDA per share of the Company’s common stock of $6.79 to $8.29 during the same performance period. The Company achieved $8.08 in Adjusted EBITDA per share in 2018, and therefore Mr. Dameris vested in 97.4 percent of the Tranche C award, receiving 7,519 shares on February 14, 2019 when the Compensation Committee certified partial achievement of the performance goal.

On May 2, 2018, the Compensation Committee granted Mr. Dameris a special one-time award of 30,803 RSUs, which had a fair market value of $2.5 million on the grant date. The RSU award vests one-third each on the first, second and third anniversaries of the grant date, subject to Mr. Dameris' continued service to the Company through the vesting dates.

Other Named Executive Officers

Messrs. Hanson, Pierce and Blazer received grants of 22,095, 13,415, and 21,306 RSUs, respectively, on January 2, 2018. Sixty percent of these grants vest (or vested) in three equal, annual installments on January 2 of 2019, 2020 and 2021, subject to achievement of positive Adjusted EBITDA for the Company in 2018 (the "Positive EBITDA Component") and continued service to the Company. Mr. Wilson received a grant of 9,888 RSUs with the same performance targets on April 2, 2018, and 60 percent of his grant will vest one-half on April 2, 2020, one-fourth on April 2, 2021, and the remaining one-fourth on April 2, 2022. Consistent with its overall compensation philosophy, the Compensation Committee believes that the added time-vesting requirement of the RSU grants creates a retention incentive for the executive officers and rewards them for exercising business judgment that maximizes the trading price of the Company’s common stock over a multi-year period. The remaining 40 percent of each RSU award is also performance-based, vesting in three equal, annual installments subject to attainment of performance targets established by the Compensation Committee for 2018, 2019 and 2020 (the "Three-Year Performance Component"), and subject to continued service to the Company. On March 21, 2018, the Compensation Committee established the following targets for performance-vesting grants for Messrs. Pierce and Blazer for 2018 (which targets were the same for Mr. Wilson when he received his grant on April 2, 2018): 50 percent based on the Company achieving $394,407,718 of Adjusted EBITDA in 2018, and up to an additional 50 percent vested on a linear basis incrementally for Company achievement of Adjusted EBITDA greater than $394,407,718 up to a maximum of $403,306,980 in 2018. The targets for the Three-Year Performance Component for Mr. Hanson were as follows:


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% of RSU Award

Performance Target
Maximum Number of Shares to be Earned
10%
Company achieves a minimum of $315,526,174 of Adjusted EBITDA
948
40%
Company achieves Adjusted EBITDA of $315,526,174 to $354,966,946 (sliding linear scale)
3,794
16.7%
Company achieves Adjusted EBITDA of $354,966,946 to $394,407,718 (sliding linear scale)
1,584
33.3%
Company achieves Adjusted EBITDA of $394,407,718 to $403,306,980 (sliding linear scale)
3,158
 
 
9,484


According to the terms of these grants, if the Three-Year Performance Component performance goal was not attained in full, any portion of these 2018 performance-target grants which was not earned would roll forward for only one year to become part of the 2019 performance-target grants scheduled to vest in January 2020 contingent upon attainment of the applicable target for 2019. The roll forward provision also applies to the 2019 and 2020 portions of these grants. The targets applied to the first third of the Three-Year Performance Component of the January 2, 2018 grants also apply to the second third of the related Three-Year Performance Component of the executives' January 3, 2017 grant, and the final third of the related Three-Year Performance Component of the executives' January 4, 2016 grant. The Company achieved $423,808,387 in Adjusted EBITDA in 2018 so these named executive officers earned their 2018 performance-target grants in full, and no portion was rolled forward to the following year.

In addition to the above, Mr. Wilson was awarded a one-time special long-term retention grant upon acquisition of ECS on April 2, 2018 of 25,448 RSUs which had a fair market value of $2.1 million on the date of grant. This retention grant is identical in terms to the retention grant received in October 2015 by all the other named executive officers except for Mr. Dameris. Vesting of this RSU award is conditioned upon achievement of a positive Adjusted EBITDA performance target over the three-year period ending on December 31, 2020. If this performance target is achieved, the awards will vest 50 percent each on the fourth and fifth anniversaries of the grant date, subject to Mr. Wilson's continued service to the Company through those dates.

Other Benefits

Company-Sponsored Health and Welfare Benefits

Our executives and their legal dependents are eligible to participate in Company-sponsored health and welfare plans. These benefits are designed to be competitive with overall market practices and to attract and retain employees with the skills and experience needed to promote ASGN’s goals. The Compensation Committee believes that providing this coverage opportunity and enabling payment of the employee portion of such coverage costs through payroll deductions encourages our executives and their legal dependents to avail themselves of appropriate medical, dental and other health care services, as necessary, to help ensure our executives’ continued ability to contribute their efforts towards achieving ASGN’s growth, profitability and other goals.

401(k) Plan

ASGN and its subsidiaries offer tax-qualified 401(k) plans to our U.S. employees. Some of our executives and other employees are not eligible to fully participate up to the maximum contribution levels permitted by the Code in their applicable 401(k) plan as a result of their status as “highly compensated” employees under the Code.

Deferred Compensation Plan

In June 2017, the Compensation Committee approved the Company's Deferred Compensation Plan, effective June 1, 2017 (the "DCP"), to provide an added benefit to executives who wanted to defer more of their compensation than they were able to under their 401(k) plan. Under the DCP, executives can defer up to 100 percent of their bonus and 75 percent of their base salary to a later date or series of dates at their election. The deferred amounts are not taxable to the participant until paid out pursuant to the participant's deferral election. Participants can choose from a number of investment fund options that are similar to the investment fund options available under the Company's 401(k) plans, and can change their investment fund election from time to time. The Company does not match any contributed funds as it may for the 401(k) plans. The plan is administered by a third party administrator, and the funds are invested by a rabbi trustee. The benefits to the plan are that funds contributed to the plan are tax-deferred without government contribution limits, however, upon a change in control of the Company, participants lose the deferral benefit and funds will be distributed to them in a lump sum upon a change in control event. Further, the funds are not protected in the event of a corporate insolvency or bankruptcy and are considered unsecured claims against the Company. Participants are not allowed to withdraw their funds from the plan early, however in the case of an unforeseeable emergency, a participant may request a hardship exemption.

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Severance and Change in Control Benefits

In 2018, each of our named executive officers was party to an employment agreement that provides for severance upon a qualifying termination of employment. Additionally, pursuant to the Second Amended and Restated Change in Control Agreement with Mr. Dameris that was effective on December 31, 2015 (the "Dameris CIC Agreement"), the Executive Change of Control Agreement entered into with Mr. Pierce on September 1, 2012 (the "Pierce CIC Agreement") as well as the Company's Change in Control Severance Plan, as amended and restated on December 10, 2015 (the "CIC Severance Plan") in which Messrs. Hanson, Blazer and Wilson participate, ASGN provides for cash severance and other benefits in the event the executive is terminated under certain defined circumstances following a change in control of our Company. We feel that these severance triggers and levels (described in more detail below) are appropriate to ensure our executive officers’ financial security, commensurate with their positions, in order to permit them to stay focused on their duties and responsibilities and promote the best interests of ASGN in all circumstances.
 
Pursuant to the Dameris CIC Agreement and the Pierce CIC Agreement, in the event it is determined that any payment arising under the agreements would be subject to an excise tax for any excess parachute payment under Code Section 280G, a "best pay cap" reduction for any excess parachute payments under Code Section 280G is provided for unless the executive would receive a greater benefit without the reduction and after paying the related excise tax. The Compensation Committee believes that the change in control arrangements serve to minimize any distraction to the executive officers resulting from a potential change in the control of the Company and decrease the risk that these individuals would leave ASGN when a transaction was imminent which would reduce the value of ASGN to a prospective buyer, or to the stockholders in the event the transaction failed to close. Further, the Compensation Committee has structured the change in control severance payments for Mr. Dameris as "double-trigger" (becoming payable only upon a qualifying termination following the change in control) and believes that this form of payment appropriately serves these goals yet avoids bestowing a windfall on the executive officers in the event that they are not involuntarily terminated following such an event.

The Pierce CIC Agreement provides for full acceleration of all unvested equity awards then held by Mr. Pierce as of immediately prior to a change in control regardless of whether he is involuntarily terminated upon or following the transaction. The executive severance and change in control arrangements are further described under the heading "Employment Agreements" and "Payments upon Termination or Change in Control" below.

Perquisites

In 2018, ASGN made reasonable perquisites available to its executive officers, which included a monthly automobile allowance, payment or reimbursement of actual expenses incurred by the executive officer in connection with an annual physical examination (subject to specific limits) and/or payment or reimbursement of actual expenses incurred for tax preparation and financial planning services (again, not to exceed specific limits). Each of these perquisites were all available to Messrs. Dameris, Hanson, Pierce and Blazer, though in some cases they were not used. The Compensation Committee acknowledges the considerable time and focus demanded of our executive officers by their work duties as well as their role as “ambassadors” of ASGN and authorizes these benefits in order to limit the impact and distraction of attending to these personal responsibilities. Additionally, the Compensation Committee believes the executives perceive these perquisites to be valuable and therefore helpful in attracting and retaining qualified leaders.  
 
Tax Provisions and Accounting Consequences

The Compensation Committee considers the anticipated tax consequences to us and our executive officers when reviewing our compensation programs, as the deductibility of some types of compensation payments or the amount of tax imposed on the payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights or termination of employment. In 2018, the Compensation Committee considered the requirements of Code Sections 409A and 162(m) where applicable when structuring the executive compensation packages. Generally, Section 162(m) of the Code disallows a tax deduction to any publicly held corporation for any individual remuneration in excess of $1.0 million paid in any taxable year to its covered employees. Remuneration that qualified as “performance-based compensation” within the meaning of the Code was exempt from this $1.0 million deduction limitation prior to the Tax Cuts and Jobs Act ("the "Act"). As part of the Act, the ability to rely on this exemption was, with certain limited exceptions, eliminated. In addition, the determination of covered employees was generally expanded. In light of the repeal of the performance-based compensation exception to Section 162(m) of the Code, we will not be able to take a deduction for any compensation in excess of $1.0 million that is paid to a covered employee with limited grandfathered exceptions. Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and/or paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes, and interest on their vested compensation under such plans. Changes in applicable tax laws and regulations, the increase in our stock price, and other factors beyond the Compensation Committee’s control can also affect the deductibility of compensation. While the Compensation Committee endeavors to minimize deductibility limitations for the Company, the Compensation Committee authorizes payments that may become subject to these limitations in order to properly incentivize the Company's executive officers.

Code Section 280G disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20 percent tax penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options

31



and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our executive officers, our Compensation Committee considers all elements of the cost to our Company of providing such compensation, including the potential impact of Code Section 280G. Our Board and its Compensation Committee have noted the unfavorable consequences to the Company and its executives of triggering such excess payments, and have taken measures to minimize these negative consequences and none of our named executive officers have tax gross-up provisions in any of their compensation agreements or arrangements. In 2015, Mr. Dameris and the Compensation Committee agreed to remove the tax gross-up provision included in his change in control agreement; and the Dameris CIC Agreement now includes a best pay cap reduction provision for excess parachute payments under Code Section 280G unless the executive would otherwise receive a greater after-tax benefit without the reduction and after paying the related taxes (including the excise tax). Mr. Pierce has the same best pay cap reduction provision in his Pierce CIC Agreement.
The Compensation Committee also regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. In particular, ASC Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our awards with our overall executive compensation philosophy and objectives.
While the tax or accounting impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. The Compensation Committee will consider ways to maximize the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate executive officers in a manner commensurate with performance and the competitive environment for executive talent. The Compensation Committee may award compensation which is not fully deductible to our executive officers if it determines that such award is consistent with its philosophy and is in our and our stockholders’ best interests.

Say-on-Pay 

We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers (a “say-on-pay proposal”). At our 2018 Annual Meeting of Stockholders held on June 14, 2018, 91 percent of the votes affirmatively voted on the say-on-pay proposal at that meeting voted in favor of the proposal. The Compensation Committee believes this affirms our stockholders’ support of the compensation program, objectives and policies for our named executive officers. The Company submits compensation for named executive officers for advisory vote on an annual basis pursuant to the advisory recommendation of stockholders made in 2017, and the Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for our named executive officers.
 
COMPENSATION COMMITTEE REPORT


Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act or the Exchange Act that might incorporate future filings, in whole or in part, including the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its Registration Statements on Forms S-3 and S-8, the following Report shall not be incorporated by reference into any such filings.

The Compensation Committee of the Board of ASGN has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Exchange Act and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
 
Compensation Committee of the Board of Directors
Jonathan S. Holman (Chairman)
Senator William E. Brock
Jeremy M. Jones
Arshad Matin

32



SUMMARY COMPENSATION TABLE
 
The following table sets forth the compensation earned by our named executive officers for services rendered in all capacities to ASGN for the years ended December 31, 2018, 2017 and 2016.
Name and Principal Position
Year
Salary
Bonus
Stock
 Awards(2)
Non-Equity Incentive Plan Comp(3)
All Other
Compensation(4)
Total 
Peter T. Dameris
2018
$
1,020,915

$
2,500,000

$
8,444,263

$
2,041,830

$
10,380

$
14,017,388

Chief Executive Officer
2017
972,300


4,867,700

1,870,146

10,380

7,720,526

2016
926,000


4,493,516

1,852,000

10,380

7,281,896

Theodore S. Hanson
2018
630,000


1,591,129

945,000

24,486

3,190,615

President
2017
600,000

35,000

1,122,715

866,741

23,059

2,647,515

2016
480,000


602,499

672,000

24,273

1,778,772

Edward L. Pierce
2018
584,325


1,046,344

701,190

288

2,332,147

Executive Vice President and Chief Financial Officer
2017
556,500

25,000

755,177

643,122

288

1,980,087

2016
530,000


588,910

636,000

288

1,755,198

Randolph C. Blazer
2018
790,079


1,652,829

1,089,147

21,692

3,553,747

President, Apex Systems
2017
752,456

160,000

1,230,742

893,931

23,707

3,060,836

2016
716,625


893,549

986,748

20,931

2,617,853

George H. Wilson(1)
2018
340,000

425,000

2,698,404


176

3,463,580

President, ECS
 
 
 
 
 
 

(1)
Mr. Wilson joined ASGN via acquisition of ECS on April 2, 2018, and therefore his compensation reflects the amounts received from April 2, 2018 through the end of the year.
(2)
Amounts shown in the table above reflect the aggregate grant date fair value of the awards for accounting purposes, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts with respect to stock-based awards are included in Note 9 to the consolidated financial statements for the year ended December 31, 2018 included in our Annual Report. With respect to the performance-based RSUs, the fair value included in the amounts above is based on the probable outcome of the applicable performance goals. The 2018 stock award amounts are the maximum level payout amounts with the exception of Mr. Dameris, whose maximum payout amount would be $8,457,263.
(3)
All non-equity incentive plan compensation amounts were earned based on performance in the year reported and were paid out in February of the subsequent year.
(4)
The amounts set forth in the "All other compensation" column in 2018 for Mr. Dameris includes $288 for life insurance premiums paid by ASGN; $5,400 for his auto allowance; reimbursement of $2,500 for tax preparation fees and $1,500 for a physical exam; and $692 for long-term and short-term disability, and accidental death and dismemberment insurance. Mr. Hanson's 2018 amount includes $6,294 in 401(k) plan matching contributions; $6,000 in auto allowance; $5,154 in personal liability insurance premiums; reimbursement of $2,500 for tax preparation fees and $1,500 for a physical exam; $2,894 in expenses related to President's Club trip costs; and $144 for short-term disability insurance. The 2018 amounts for Messrs. Pierce and Wilson include life insurance premiums paid by ASGN and ECS, respectively. Mr. Blazer's 2018 amount includes $7,894 of 401(k) plan matching contributions; $6,000 of auto allowance; $5,154 in personal liability insurance premiums; and $144 for short-term disability insurance; and reimbursement of $2,500 for tax preparation fees.


33



GRANTS OF PLAN-BASED AWARDS
 
The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers in the year ended December 31, 2018. The grant date for purposes of the stock grants in the table below is the date used for accounting purposes, which is the date the performance targets for such grants are determined, even though the actual grant may have occurred on an earlier date.
 
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
($)
(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
(#)
(2)
Grant Date Fair Value of Stock and Option Awards ($) (4)
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
Maximum
Peter T. Dameris
1/2/2018
 
 
 
 
12,626

 
799,983

 
3/21/2018
 
 
 
5,445

36,301

54,450

4,657,109

 
3/21/2018
 
 
 
(3) 
(3) 
(3) 
487,200

 
5/2/2018
 
 
 
 
 
 
2,499,971(5)

 
3/21/2018
 
1,020,915

2,041,830

 
 
 
 
Theodore S. Hanson
1/2/2018
 
 
 
 
12,310

 
779,962

 
3/21/2018
 
 
 
4,742

 
9,484

811,167

 
3/21/2018
 
472,500

945,000

 
 
 
 
Edward L. Pierce
1/2/2018
 
 
 
 
8,049

 
509,985

 
3/21/2018
 
 
 
3,136

 
6,271

536,359

 
3/21/2018
 
350,595

701,190

 
 
 
 
Randolph C. Blazer
1/2/2018
 
 
 
 
12,783

 
809,931

 
3/21/2018
 
 
 
4,928

 
9,855

842,898

 
3/21/2018
 
553,055

1,106,111

 
 
 
 
George H. Wilson
4/2/2018
 
 
 
 
5,933

 
489,591

 
4/2/2018
 
 
 
660

 
1,319

108,844

 
4/2/2018
 
 
 
 
25,448

 
2,099,969

 
4/2/2018
 
450,000

 
 
 
 
 
(1)
Executive annual cash incentive compensation is determined by the Compensation Committee. See “Compensation Discussion and Analysis—Annual Incentive Compensation” for a general description of the criteria used in determining incentive compensation paid to our named executive officers. Amounts shown in these columns represent each named executive officer’s cash incentive bonus opportunity for 2018. The “target” amount represents the cash incentive bonus the named executive officer could receive if the applicable performance goals were achieved, and is also the threshold for payment, with the exception of Mr. Wilson who had a target bonus which was discretionary and did not have a threshold or maximum. The “maximum” amount represents the named executive officer’s maximum cash incentive bonus opportunity for truly exceptional performance.
(2)
Represents the portion of performance-based RSU awards that have 2018 performance targets, with the exception of the last equity incentive grant listed for Mr. Wilson which has a three-year performance target beginning in 2018. For the awards with January 2, 2018 grant dates, performance targets had been pre-determined by the Compensation Committee. The awards listed as having March 21, 2018 grant dates had in fact previously been granted to the named executive officers by the Compensation Committee, however the awards were awaiting the determination of performance targets which the Compensation Committee set on March 21, 2018. The equity incentive awards to Mr. Dameris with March 21, 2018 grant dates were granted pursuant to his employment agreement, and were issued on January 2, 2018. The March 21, 2018 equity incentive awards for the named executive officers except Messrs. Dameris and Wilson included the first third of an award issued on January 2, 2018, the second third of an award issued on January 3, 2017, and the third third of an award issued on January 4, 2016. Mr. Wilson's second equity incentive award includes the first third of an award issued to him on that date. The “Threshold” amount represents the minimum number of RSUs that could vest if the applicable performance goals are achieved at threshold levels. The “Maximum” amount represents the maximum number of RSUs that are available to vest. The RSU grants that have a specific performance target are set forth in the "Target" column. See "Compensation, Discussion and Analysis - Equity Incentive Compensation" beginning on page 27 for a general description of the criteria used in determining the equity compensation granted to our named executive officers.
(3)
The Dameris Employment Agreement provides that Mr. Dameris is entitled to receive a performance award equaling a number of shares of the Company's common stock having a fair market value of up to $500,000, determined on the date of settlement. Therefore, the share numbers are not known at the time of grant, and the "threshold," "target" and "maximum" amounts at the time of grant are dollar-denominated. These amounts were $400,000, $450,000 and $500,000, respectively.
(4)
Amounts shown in this column in the table above reflect the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718, based on the probable outcome of the applicable performance goals. Assumptions used in the calculation of these amounts with respect to stock–based grants are included in Note 9 to the consolidated financial statements for the year ended December 31, 2018 included in our Annual Report. These grant date fair value calculations may differ from the fair value on the legal grant date which is what determines the number of RSUs that are granted, due to the increase or decrease in the Company's stock price between the date of grant and the date the performance targets for the grants were set.
(5)
On May 2, 2018, the Compensation Committee awarded Mr. Dameris a special time-vesting grant of 30,803 RSUs at a fair market value of the closing price on the grant date of $81.16 per share. The RSUs vest one-third each on May 2 of 2019, 2020 and 2021, subject to continued service to the Company.

34



NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
 

We have entered into employment agreements with certain of our named executive officers as described in this section. Under the terms of their employment agreements or separate protective covenant agreements which all of our employees sign, the named executives must comply with certain confidentiality, non-solicitation and release requirements during and after their employment. See “Payments Upon Termination or Change in Control” for a discussion of payments and benefits to which the executive officers are entitled pursuant to their employment agreements and change in control agreements upon their termination of employment and/or change in control. The Compensation Committee is in the process of providing new or amended agreements to Messrs. Dameris and Hanson due to the pending changes in their roles with the Company.
 
Peter T. Dameris

On November 17, 2015, Mr. Dameris entered into a second amended and restated senior executive agreement with the Company effective December 31, 2015, the Dameris Employment Agreement, which provides for a four-year term through December 31, 2019, with automatic renewals thereafter for one-year periods. The Dameris Employment Agreement designates that Mr. Dameris shall receive a base salary of no less than $926,000 beginning January 1, 2016. As of January 1, 2018, his base salary was increased to $1,020,915. The agreement further provides that beginning in 2016, Mr. Dameris will receive an annual cash incentive bonus targeted at 100 percent of his annual salary, with a maximum annual bonus opportunity equal to 200 percent of his annual salary in the aggregate. In addition, under the Dameris Employment Agreement, Mr. Dameris and his family, as applicable, are entitled to participate in our incentive, retirement and welfare plans to the extent applicable to other peer executives of the Company, and Mr. Dameris is entitled to receive a stipend of $450 per month for the lease of an automobile and other related expenses.
Under the Dameris Employment Agreement, Mr. Dameris is eligible to receive the following long-term incentive awards: (i) annual RSU awards each having a value of $800,000 for 2016 through 2019 based on achievement of positive Adjusted EBITDA for the year of award (the "Tranche A awards"); (ii) annual RSU awards for 2016 through 2019, the value of each of which are to be set between $2,300,000 and $3,450,000, based on the achievement of applicable performance goals over the calendar year during which the award is granted (the "Tranche B awards"); (iii) annual performance awards for 2016 through 2019, the value of each providing the opportunity to vest in common stock of the Company with a value of $500,000 (the "Tranche C awards"). Pursuant to the Dameris Employment Agreement, he also received a one-time RSU award with a grant date fair value of $800,000 on January 1, 2016 based on achievement by the Company of positive Adjusted EBITDA in 2016 (the "Additional award"). The Tranche A awards vest and become payable, subject to continued service to the Company and attainment of the performance target, on January 2 of the year following the year of grant. The Tranche B awards vest and become payable (to the extent earned and subject to continued service to the Company) in substantially equal installments, on January 2 of each of the three years following the year of grant. The Tranche C awards vest, subject to the attainment of applicable performance goals and continued service to the Company, on January 2 of the year following the year of grant. The third of four pro rata installments of the Additional award vested and was paid on January 2, 2019, and the remaining installment will vest on January 2, 2020, subject to Mr. Dameris' continued service to the Company.
The Dameris Employment Agreement also provides for payments and benefits upon a qualifying termination of employment, as described in further detail under “Payments upon Termination or Change in Control” below. Further, the Dameris Employment Agreement provides for the clawback, repayment or recapture of incentive compensation by the Company as required by law and as required by any applicable clawback policy adopted by the Company to comply with law or regulation if our financial statements are restated.

On May 2, 2018, the Compensation Committee granted Mr. Dameris a special one-time award of 30,803 RSUs, which had a fair market value of $2.5 million on the grant date. The RSU award vests one-third each on the first, second and third anniversaries of the grant date, subject to Mr. Dameris' continued service to the Company through the vesting dates. He was also awarded a special cash bonus of $2.5 million which the committee designated to his Deferred Compensation Plan account. The bonus will be paid out over a 10-year period beginning the second year after his retirement or termination of employment, subject to an earlier termination of the plan or a qualifying change in control event.

Other Named Executive Officers 

Under the terms of employment agreements for Messrs. Hanson, Pierce, Blazer and Wilson, they are entitled to a minimum annual base salary, subject to annual increases thereafter. Their current base salary and target bonus amounts are set forth in a table above under "Cash Incentive Compensation," and their annual RSU grants are discussed above under "Equity Incentive Compensation." These executives and their legal dependents are also entitled to participate in our incentive, savings, retirement and welfare plans. In addition, the employment agreements for each include the following provisions:

Theodore S. Hanson

Mr. Hanson entered into an employment agreement with Apex Systems on January 15, 2008 which was amended on various occasions, most recently on May 15, 2012. Pursuant to his employment agreement, Mr. Hanson served as Chief Financial Officer of Apex Systems, however he subsequently took on additional responsibilities and he is currently the President of ASGN. Mr. Hanson’s employment agreement provides that he is eligible for a monthly automobile allowance in the amount of $500, an annual physical examination allowance up to $1,500, and tax preparation and financial planning services up to $2,500 annually.

35




Edward L. Pierce

Mr. Pierce entered into an employment agreement with the Company on September 1, 2012 when he assumed the position of Chief Financial Officer. Mr. Pierce’s employment agreement provides for a potential to earn up to 100 percent of his base salary based on achievement of targets and over-achievement of targets, though in 2017, his maximum cash incentive bonus potential was 120 percent of his base salary. Pursuant to his employment agreement, Mr. Pierce is eligible to receive reimbursement for actual, properly substantiated expenses incurred in connection with: a monthly automobile allowance in the amount of $450, an annual physical examination allowance up to $1,500, and tax preparation and financial planning services up to $2,500 annually.

In connection with entering into an employment agreement with Mr. Pierce, the Company granted him: (i) an award of 75,000 stock options on September 1, 2012; (ii) an RSU award with a fair market value of $146,666 on September 1, 2012; and (iii) an RSU award with a fair market value of $440,000 on January 2, 2013; all of which have fully vested.

Randolph C. Blazer

Mr. Blazer entered into an employment agreement with Apex Systems on January 8, 2007 which was amended on several occasions, most recently on May 15, 2012. Pursuant to his employment agreement, Mr. Blazer serves as President of Apex Systems. Mr. Blazer’s employment agreement provides that he is eligible for a monthly automobile allowance in the amount of $500, an annual physical examination allowance up to $1,500, and tax preparation and financial planning services up to $2,500 annually.

George H. Wilson

Mr. Wilson entered into an employment and non-competition agreement with the Company on January 31, 2018, which became effective as of the acquisition of ECS in April 2018. This agreement provides for a one-year term with automatic renewals for one-year periods thereafter. Pursuant to his employment and non-competition agreement, Mr. Wilson serves as President of ECS, and is entitled to a base salary of $480,000 and an initial annual target bonus of $450,000. His agreement further provides that he shall be a participant in the Company's CIC Severance Plan, and provides for payments and benefits upon a termination of employment due to certain circumstances including death, disability, and termination by the executive for good reason. The severance payments and benefits are described in further detail under “Payments upon Termination or Change in Control” below. The employment and non-competition agreement also includes restrictive covenants related to Mr. Wilson's employment and his status as one of the sellers of ECS to the Company.

Mr. Wilson was awarded a one-time special long-term retention grant upon acquisition of ECS on April 2, 2018 of 25,448 RSUs which had a fair market value of $2.1 million on the date of grant. Vesting of this RSU award is conditioned upon achievement of a positive Adjusted EBITDA performance target over the three-year period ending on December 31, 2020. If this performance target is achieved, the awards will vest 50 percent each on the fourth and fifth anniversaries of the grant date, subject to Mr. Wilson's continued service to the Company through those dates.










36



2018 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
 
The following table sets forth outstanding equity award information with respect to each named executive officer as of December 31, 2018.

 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options Exercisable
Number of Securities Underlying Unexercised Options Unexercisable
Option Exercise Price ($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
 
Market Value of Shares or Units of Stock That Have Not Vested
($)(18)
 
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested
 
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(18)
Peter T. Dameris
 
 
 
 
9,350
(2) 
509,575
 
 
 
 
 
 
 
 
 
26,881
(3) 
1,465,015
 
 
 
 
 
 
 
 
 
51,546
(4) 
2,809,257
 
 
 
 
 
 
 
 
 
12,626
(5) 
688,117
 
 
 
 
 
 
 
 
 
54,450
(6) 
2,967,525
 
 
 
 
 
 
 
 
 
7,519
(7) 
409,786
 
 
 
 
 
 
 
 
 
30,803
(8) 
1,678,764
 
 
 
 
Theodore S. Hanson
 
 
 
 
22,527
(9) 
1,227,722
 
 
 
 
 
 
 
 
 
3,506
(10) 
191,077
 

 
 
 
 
 
 
 
11,653
(11) 
635,089
 
 
 
 
 
 
 
 
 
12,310
(12) 
670,895
 
 
 
 
 
 
 
 
 
2,337
(13) 
127,367
 
 
 
 
 
 
 
 
 
3,885
(14) 
211,733
 
 
 
 
 
 
 
 
 
3,262
(15) 
177,779
 
 
 
 
 
 
 
 
 
 
 
 
 
6,524
(19) 
355,558
 
 
 
 
 
 
 
 
 
3,884
(20) 
211,678
Edward L. Pierce
50,000
 
16.51(1)
9/1/2022
 
 
 
 
 
 
 
 
 
 
 
 
22,527
(9) 
1,227,722
 
 
 
 
 
 
 
 
 
3,272
(10) 
178,324
 
 
 
 
 
 
 
 
 
6,902
(11) 
376,159
 
 
 
 
 
 
 
 
 
8,049
(12) 
438,671
 
 
 
 
 
 
 
 
 
2,181
(13) 
118,865
 
 
 
 
 
 
 
 
 
2,301
(14) 
125,405
 
 
 
 
 
 
 
 
 
1,789
(15) 
97,501
 
 
 
 
 
 
 
 
 
 
 
 
 
3,577
(19) 
194,947
 
 
 
 
 
 
 

 
2,301
(20) 
125,405
Randolph C. Blazer
 
 
 
 
49,560
(9) 
2,701,020
 
 
 
 
 
 
 
 
 
5,142
(10) 
280,239
 
 
 
 
 
 
 
 
 
10,756
(11) 
586,202
 
 
 
 
 
 
 
 
 
12,783
(12) 
696,674
 
 
 
 
 
 
 
 
 
3,428
(13) 
186,826
 
 
 
 
 
 
 
 
 
3,586
(14) 
195,437
 
 
 
 
 
 
 
 
 
2,841
(15) 
154,835
 
 
 
 
 
 
 
 
 
 
 
 
 
5,682
(19) 
309,669
 
 
 
 
 
 
 
 
 
3,586
(20) 
195,437
George H. Wilson
 
 
 
 
 
 
 
 
25,448
(21) 
1,386,916
 
 
 
 
 
5,933
(16) 
323,349
 
 
 
 
 
 
 
 
 
1,319
(17) 
71,886
 
 
 
 
 
 
 
 
 
 
 
 
 
2,636
(22) 
143,662
 
(1)
Represents the closing price of a share of the Company’s common stock on the NYSE on the option grant date.
 
(2)
This Additional RSU award for Mr. Dameris was earned at 100 percent based on achievement of its performance objective in 2016. One-half of these RSUs vested on January 2, 2019 and the remaining RSUs will vest on January 2, 2020, subject to continued service to the Company.
 
(3)
This 2016 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2016 performance objectives. This remaining tranche vested on January 2, 2019.
 
(4)
This 2017 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2017 performance objectives. One-half of these RSUs vested on January 2, 2019, and the remaining RSUs will vest on January 2, 2020, subject to continued service to the Company.

37



 
(5)
This 2018 Tranche A RSU award for Mr. Dameris was earned at 100 percent, based on achievement of the 2018 performance objective. On February 14, 2019, the performance target was certified by the Compensation Committee and the RSUs vested.
 
(6)
This 2018 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2018 performance objectives. On February 14, 2019, performance was certified by the Compensation Committee and the first third of the RSUs vested. The remaining RSUs will vest one-half each on January 2 of 2020 and 2021, subject to continued service to the Company.
 
(7)
This 2018 Tranche C award for Mr. Dameris was earned at 97.44 percent, based on achievement of the 2018 performance objective. On February 14, 2019, the performance target was certified by the Compensation Committee and the RSUs vested.
 
(8)
This special time-vesting RSU award for Mr. Dameris vests one-third each on May 2, 2019, 2020 and 2021, subject to continued service to the Company.
 
(9)
This 2016 RSU award will vest one-half on each of October 29, 2019 and 2020, as the Compensation Committee has certified achievement of a performance target that began over the three-year period beginning on January 1, 2016, subject to continued service to the Company.
 
(10)
This 2016 RSU award was earned at 100 percent based on achievement of a 2016 performance objective, and the remaining third of this grant vested on January 4, 2019.
 
(11)
This 2017 RSU award was earned at 100 percent based on achievement of a 2017 performance objective. One-half of these RSUs vested on January 3, 2019, and the remaining tranche will vest on January 3, 2020, subject to continued service to the Company.
 
(12)
This 2018 RSU award was earned at 100 percent based on achievement of a 2018 performance objective. On February 14, 2019, the performance target was certified by the Compensation Committee, and the first third of these RSUs vested. Half of the remaining RSUs will vest on each of January 2, 2020 and 2021, subject to continued service to the Company.
 
(13)
The remaining third of this 2016 RSU award was earned at 100 percent based on achievement of certain 2018 performance objectives. On February 14, 2019, the performance targets were certified by the Compensation Committee and the RSUs vested.
 
(14)
The second third of this 2017 RSU award was earned at 100 percent based on achievement of certain 2018 performance objectives. On February 14, 2019, the performance targets were certified by the Compensation Committee, and the RSUs vested.
 
(15)
The first third of this 2018 RSU award was earned at 100 percent based on achievement of certain 2018 performance objectives. On February 14, 2019, the performance targets were certified by the Compensation Committee, and the RSUs vested.
 
(16)
This 2018 RSU award was earned at 100 percent based on achievement of a 2018 performance objective that was certified by the Compensation Committee on February 14, 2019. The first half of these RSUs will vest on April 2, 2020, and one-fourth will vest on each of April 2, 2021 and 2022, subject to continued service to the Company.
 
(17)
The first third of this 2018 RSU award was earned at 100 percent based on achievement of certain 2018 performance objectives. On February 14, 2019, the performance targets were certified by the Compensation Committee, and one-third of the RSUs will vest on April 2, 2019. Half of the remaining RSUs will vest on each of April 2, 2020 and 2021, subject to attainment of performance goals for 2019 and 2020, respectively, and continued service to the Company.
 
(18)
The market value of the RSUs that have not yet vested as of December 31, 2018 was determined by multiplying the outstanding number of RSUs by $54.50, the closing price of our stock on that day.
 
(19)
Up to the remaining two-thirds of this 2018 RSU award will vest one-half each on January 2, 2020 and 2021, subject to attainment of performance goals set by the Compensation Committee for 2019 and 2020, respectively, and continued service to the Company.
 
(20)
Up to the remaining third of this 2017 RSU award will vest on January 3, 2020 subject to attainment of performance goals set by the Compensation Committee for 2019 and continued service to the Company.
 
(21)
The maximum amount of this RSU award is expected to vest one-half on each of April 2, 2022 and 2023, subject to achievement of a performance target over the three-year period beginning on January 1, 2018, and further subject to continued service to the Company.
 
(22)
Up to the remaining two-thirds of this 2018 RSU award will vest one-half each on April 2, 2020 and 2021, subject to attainment of performance goals set by the Compensation Committee for 2019 and 2020, respectively, and continued service to the Company.

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2018 OPTION EXERCISES AND STOCK VESTED
 
The table below sets forth information concerning the exercise of option awards and vesting of restricted stock units during 2018 by our named executive officers.
 
Option Awards
Stock Awards
Name
Number of
Shares Acquired on Exercise
Value Realized
on Exercise
Number of
Shares Acquired
on Vesting(1)
Value Realized on Vesting
Peter T. Dameris
78
$6,114
Theodore S. Hanson
Edward L. Pierce
25,000
$1,856,374
Randolph C. Blazer
George H. Wilson
(1)
Vesting of RSUs for the named executive officers that would have otherwise vested on January 2-4, 2018 (with the exception of the RSUs listed above for a portion of Mr. Dameris' Tranche C grant) was accelerated into December 2017 for favorable tax treatment. The number of accelerated shares that would otherwise have vested in 2018 was: 114,838 for Mr. Dameris; 18,373 for Mr. Hanson; 15,716 for Mr. Pierce; and 24,261 for Mr. Blazer.


NON-QUALIFIED DEFERRED COMPENSATION

Our Board of Directors adopted the Company's Deferred Compensation Plan effective June 1, 2017, which plan has been amended from time to time. The Company does not match or contribute to the plan, and no funds were withdrawn or distributed to the named executive officers in 2018. The table below sets forth a summary of all non-qualified deferred compensation contributions made by each of the named executive officers, aggregate losses for the year ending December 31, 2018, and aggregate balances under the plan at December 31, 2018.
Name
Executive Contributions in Last FY ($)(1)
Aggregate Earnings in Last FY ($)
Aggregate Balance at December 31, 2018 ($)(1)
Peter T. Dameris
$3,582,045
$(324,272)
$4,810,862
Theodore S. Hanson
$433,370
$(44,745)
$388,625
Edward L. Pierce
$108,882
$(20,087)
$623,035
Randolph C. Blazer
George H. Wilson
(1) Messrs. Dameris and Pierce elected to contribute 100 percent of their 2017 cash incentive bonus, and Mr. Hanson contributed 50 percent of his 2017 cash incentive bonus into the plan. The contribution amounts above include the portions of these cash incentive bonuses that were paid out in 2018. Mr. Dameris deferred 75 percent of his 2018 salary as well.

PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 
Described below are the arrangements the Company has entered into with each of our named executive officers, and the estimated payments and benefits that would be provided under such arrangements, assuming that the named executive officer’s employment was terminated under certain circumstances as of December 31, 2018 and, where applicable, a change in control of the Company occurred on that date, using the closing price of our common stock on December 31, 2018 ($54.50 per share). In each case, the executive officer’s right to receive severance benefits is subject to his execution of a valid and binding release agreement and contingent upon his continued adherence to certain confidentiality and non-solicitation agreements. In addition to the below, any outstanding funds in the executives' DCP accounts would be distributed in a lump sum upon a change in control event (as defined in the DCP).

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Chief Executive Officer

Dameris Employment Agreement. Under the Dameris Employment Agreement, upon a termination of Mr. Dameris’ employment by the Company “without cause” or by Mr. Dameris for “good reason” (each, as defined in the agreement), in addition to his accrued obligations, Mr. Dameris would be entitled to: (1) continuation payments totaling 150 percent of his annual base salary, over a period of 18 months following such termination; (2) a cash lump sum in an amount equal to the aggregate premiums that the Company would have paid over 18 months for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the date of termination; and (3) during the 18-month period, subject to Mr. Dameris’ proper election to continue healthcare coverage under COBRA, payment of his COBRA premiums.

If Mr. Dameris’ employment terminates due to his death or “disability” (as defined in the Dameris Employment Agreement), then under the Dameris Employment Agreement, Mr. Dameris or his estate is entitled to: (1) disability income or life insurance payments from insurance policies maintained by the Company (other than any “key man” life insurance policy); and (2) payment of an amount equal to 100 percent of Mr. Dameris’ base salary payable over 12 months following the termination date in equal installments.

The Dameris Employment Agreement also provides that upon a qualifying termination: (1) each Tranche A award and Tranche B award will be governed by the terms and conditions of the applicable award agreement; and (2) a Tranche C award that has not vested as of the termination date will be eligible to vest on a pro-rated basis (based on number of days worked), based on actual achievement of applicable performance goals, on the January 2 immediately following the termination date. Upon the death, disability or termination of Mr. Dameris' employment by the Company without cause, his Additional RSU award would vest in full. His Additional RSU award was based on 2016 performance, and has been vesting annually in four equal installments on the anniversary of the January 2, 2016 grant date. If Mr. Dameris experiences a qualifying termination in the first 90 days of any calendar year during the term of the agreement, any long-term incentive awards that would otherwise be granted with respect to such calendar year will be granted to Mr. Dameris and will be treated as set forth in this paragraph above.

Change in Control Agreement. Under Mr. Dameris' change of control agreement, the Dameris CIC Agreement, Mr. Dameris will be provided compensation and benefits if his employment is involuntarily terminated within 18 months following a change of control. He would be entitled to receive the following amounts for an involuntary termination of employment which occurs within 18 months after a change in control (as defined in the Dameris CIC Agreement):  (1) all then-accrued compensation (earned and unpaid salary, reimbursement of expenses) and a pro rata portion (based on number of days worked) of Mr. Dameris’ “target bonus” (as defined in the agreement) for the year in which the termination is effected; (2) three times Mr. Dameris’ then-current base salary plus target bonus for the year in which the termination is effected; (3) continuation of Mr. Dameris’ then-current automobile allowance for a period of up to 18 months following the date of termination; (4) Company-paid healthcare continuation coverage for up to 18 months following the termination date; (5) a cash amount equal to the aggregate premiums that the Company would have paid for 18 months of basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance coverage, each as in effect on the date of termination; (6) continued contributions to the Company’s retirement plans for 18 months following the date of termination; and (7) reimbursement up to $15,000 for outplacement services. Further, any unvested stock options or other equity awards would become fully vested and exercisable. The agreement contains a best pay cap provision for any excess parachute payments under Code Section 280G.
Following a change in control, if the employment of Mr. Dameris is terminated for “cause” (as defined in the Dameris CIC Agreement) or Mr. Dameris resigns other than in connection with an involuntary termination or due to death or disability, the Dameris CIC Agreement will terminate. The estimated payments or benefits which would have been paid to Mr. Dameris in the event of a change in control and/or other termination of employment on December 31, 2018 are as follows:
Peter T. Dameris
Termination Without Cause or for Good Reason
 ($)
Involuntary Termination
After CIC
 ($)
Death or Disability
 ($)
 
 
 
 
Incremental Amounts Payable upon Termination Event
 
 
 
Pro Rata Bonus(1)
-
-
-
Total Cash Severance (applicable salary and target bonus amounts or multiples)
1,531,373
6,125,490
1,020,915
Value of Accelerated RSUs(2)
4,050,460
10,528,038
4,050,460
Insurance Premium Costs
40,389
40,389
-
Total Automobile Allowance
-
8,100
-
Outplacement Services
-
up to 15,000
-
Total Severance, Benefits and Accelerated Equity
5,622,222
16,717,017
5,071,375
(1)
Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. Mr. Dameris earned a cash incentive bonus of $2,041,830 in 2018.


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Chief Financial Officer

Employment Agreement. Under Mr. Pierce’s employment agreement, upon a termination of employment by the Company “without cause” (as defined in his employment agreement) including nonrenewal of his employment agreement, in addition to his accrued obligations, Mr. Pierce will be entitled to: (1) continuation of 100 percent of his annual base salary for a period of 12 months following such termination; (2) any earned but unpaid annual bonus; and (3) reimbursement of up to $80,000 in moving expenses within a prescribed time frame. If Mr. Pierce’s employment terminates because of his death or disability, Mr. Pierce (or his estate) will be entitled to receive payment equal to 100 percent of his base salary payable over 12 months in equal installments.
 
In the event of a termination in connection with a change in control, the severance provisions of Mr. Pierce’s employment agreement will be superseded by his change of control agreement (described below).
 
Change in Control Agreement. Mr. Pierce's change of control agreement, the Pierce CIC Agreement, governs if Mr. Pierce’s employment is involuntarily terminated in connection with a change in control. Pursuant to the agreement, Mr. Pierce will be entitled to receive the following amounts for an involuntary termination of employment which occurs within six months and 10 days after a change in control, in addition to any accrued but unpaid amounts (including any earned but unpaid annual bonus for the year prior to the year in which the termination occurs) and subject to delivery of an effective release of claims in favor of the Company: (1) a pro-rata bonus for the year in which the termination occurs; (2) an amount equal to 2.5 multiplied by the sum of Mr. Pierce’s base salary and “target bonus” (as defined in the Pierce CIC Agreement); (3) continuation of Mr. Pierce’s car allowance for 18 months following the termination date; (4) Company-paid healthcare continuation coverage for up to 18 months following the termination date; (5) an amount equal to the premiums the Company would have paid for basic life insurance and disability insurance, had he remained employed for 18 months following the termination date; and (6) reimbursement of up to $15,000 for outplacement services. In addition, any outstanding stock options held by the Chief Financial Officer as of the termination date will remain outstanding as though he had remained employed by the Company until the 18-month anniversary of the termination date (but in no event will any option be exercisable beyond its maximum term). Immediately prior to a change in control, all outstanding Company stock options, restricted stock and stock units held by the executive will become fully vested (and, in the case of options, remain exercisable for an extended period). 

Also pursuant to the Pierce CIC Agreement, immediately prior to a change in control and regardless of whether Mr. Pierce is terminated upon or following the change in control transaction, all stock options and other unvested equity awards then held by Mr. Pierce will become fully vested and exercisable. The agreement contains a best pay cap provision for any excess parachute payments under Code Section 280G.
Following a change in control, if the employment of Mr. Pierce is terminated for "cause" (as defined in the Pierce CIC Agreement) or Mr. Pierce resigns other than in connection with an involuntary termination or due to death or disability, the Pierce CIC Agreement will terminate.
 
The estimated payments or benefits which would have been paid to Mr. Pierce in the event of a change in control and/or other termination of employment on December 31, 2018 are as follows:
Incremental Amounts Payable upon Termination Event
Termination
Without Cause
 ($)
Involuntary Termination
After CIC
 ($)
Death or Disability
 ($)
 
 
 
 
Pro Rata Bonus(1)
-
-
-
Total Cash Severance (applicable salary and target bonus amounts or multiples)
584,325
2,337,300
584,325
Value of Accelerated RSUs
-
2,882,996
-
Insurance Premium Costs
-
28,522
-
Total Relocation Expenses
80,000
-
-
Total Automobile Allowance
-
8,100
-
Outplacement Services
-
up to 15,000
-
Total Severance, Benefits and Accelerated Equity
664,325
5,271,918
584,325
(1)
Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. Mr. Pierce earned a cash incentive bonus of $701,190 in 2018.

Blazer, Hanson and Wilson - Termination Under Employment Agreements and CIC Severance Plan
 
Hanson and Blazer Employment Agreements. If the Company terminates the employment of either of Messrs. Blazer or Hanson without “cause” (as defined in their employment agreements) or if their employment terminates due to death or disability during their employment period, the executive officer is entitled to receive, in addition to accrued obligations and subject to reduction in certain circumstances: (1) salary continuation for a period of 12 months, at the rate in effect as of the date his employment is terminated; and (2) subject to his proper election to continue healthcare coverage under COBRA, for a period of 12 months from the date of termination, payment of the difference between his COBRA premiums and the cost of such coverage immediately prior to such termination.


41



Wilson Employment Agreement. If the Company terminates the employment of Mr. Wilson without "cause" or Mr. Wilson terminates his employment with "good reason" (each of those terms as defined in his employment agreement), he is entitled to receive, in addition to accrued obligations: (1) salary continuation for 12 months, at the rate in effect as of the date of termination; and (2) subject to his proper election to continue healthcare coverage under COBRA, health, dental and vision insurance coverage at the same cost to him as if his employment had continued, for a period of 12 months from the date of termination.
 
Blazer, Hanson and Wilson CIC Severance Plan. If the employment of Messrs. Blazer, Hanson or Wilson is involuntarily terminated following a “change in control,” benefits will be determined in accordance with the Company’s CIC Severance Plan. Pursuant to the CIC Severance Plan, upon an involuntary termination within 18 months of a “change in control transaction,” each of Messrs. Blazer, Hanson and Wilson are entitled to receive: (1) a pro rata bonus for the year of termination which equals 100 percent of the “target bonus” for the executive officer for the year of termination times the pro rata portion of the year the executive worked prior to his termination; (2) 275 percent of the executive officer's annual salary and target bonus in effect at the time of the involuntary termination; and (3) a lump-sum payment equaling an after tax calculation of the cost of 18 months of COBRA premiums for the medical, dental and/or vision coverage he received at the time of the termination. Payments to the executive officers under the CIC Severance Plan are reduced if necessary to avoid any excise tax that may be imposed. “Change in control,” “change in control transaction,” and “target bonus” have the meanings set forth for those terms in the CIC Severance Plan.

The estimated payments or benefits which would have been paid to each of Messrs. Blazer, Hanson and Wilson in the event of such executive's termination on December 31, 2018 under the specified circumstances are as follows:
 
Termination Without Cause
 ($)
Involuntary Termination After CIC
 ($)
Death or Disability
 ($)
Theodore S. Hanson
 
 
 
Incremental Amounts Payable Upon Termination Event
 
 
 
Pro Rata Bonus(1)
-
-
-
Total Cash Severance (applicable salary and target bonus amounts or multiples)
630,000
3,031,875
630,000
Insurance Premium Costs
23,560
35,340
23,560
 Total Severance and Benefits
653,560
3,067,215
653,560
 
 
 
 
Randolph C. Blazer
 
 
 
Incremental Amounts Payable Upon Termination Event
 
 
 
Pro Rata Bonus(1)
-
-
-
Total Cash Severance (applicable salary and target bonus amounts or multiples)
790,079
3,693,619
790,079
Insurance Premiums Costs
23,560
35,340
23,560
 Total Severance and Benefits
813,639
3,728,959
813,639
 
 
 
 
George H. Wilson
 
 
 
Incremental Amounts Payable Upon Termination Event
 
 
 
Pro Rata Bonus(1)
-
-
-
Total Cash Severance (applicable salary and target bonus amounts or multiples)
480,000
2,557,500
-
Insurance Premium Costs
19,463
29,195
-
 Total Severance and Benefits
499,463
2,586,695
-
(1)
Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. The bonuses earned by the executive officers for 2018 were as follows: Mr. Blazer, $1,089,147; Mr. Hanson, $945,000; and Mr. Wilson, $425,000.

42



EQUITY COMPENSATION PLAN INFORMATION
 
The table below sets forth the following information as of December 31, 2018 for: (1) all compensation plans previously approved by stockholders; and (2) all compensation plans not previously approved by stockholders:
 
As of December 31, 2018
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(3)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans approved by stockholders (1)
1,192,888
$8.49
927,572
Equity compensation plans not approved by stockholders (2)
212,921
$16.51
148,434
Total
1,405,809
$13.05
1,076,006
 
 
(1)
Consists of our Amended and Restated 2010 Incentive Award Plan, as amended (the "2010 Plan") and our Amended and Restated 1987 Stock Option Plan, as amended (the "1987 Prior Plan").
(2)
Consists of our Amended and Restated 2012 Employment Inducement Incentive Award Plan, as amended (the "2012 Inducement Plan").
(3)
Outstanding RSUs vest and convert to shares of common stock without the payment of consideration. Therefore the weighted-average exercise price of outstanding options, warrants and rights excludes RSUs issued under the equity compensation plans. As of December 31, 2018, there were 1,155,026 RSUs outstanding under the 2010 Plan and 162,921 RSUs outstanding under the 2012 Inducement Plan.

There are no shares available for issuance under the 1987 Prior Plan, but any stock options that are still outstanding that were granted under the plan continue to be governed by the plan. The last of the stock options issued under the 1987 Prior Plan will expire in 2020. The table below provides the number of shares available for future issuance by plan, the number of RSUs and stock options outstanding under each plan, and the weighted average term and price of the outstanding stock options as of the most recent date practicable, March 31, 2019.

As of March 31, 2019
Available shares for future issuance
Full value awards outstanding
Stock options outstanding
Weighted average term for outstanding stock options
Weighted average price for outstanding stock options
Active Plan
2010 Plan
406,993
1,406,182
19,150
2.3 years
$9.52
Active Plan
2012 Inducement Plan
164,519
144,273
50,000
3.4 years
$16.51
 
 
 
 
 
 
 
Other
1987 Prior Plan
-
-
13,417
0.9 years
$7.19
 
Total
571,512
1,550,455
82,567
2.8 years
$13.37

INDUCEMENT AWARD PROGRAM

In May 2012 our Board adopted the 2012 Inducement Plan, which has been amended in June 2015 and March 2018 in order to add additional shares to the plan, and again in April 2018 to reflect the Company's name change. Pursuant to applicable stock exchange rules, stockholder approval of the 2012 Inducement Plan is not required as a condition of the effectiveness of the 2012 Inducement Plan. A description of the principal features of the Inducement Plan is set forth below.
Eligibility and Administration
Only certain prospective employees of the Company are eligible to participate in the 2012 Inducement Plan. The 2012 Inducement Plan is administered by our Compensation Committee. The plan administrator has the authority to grant and set the terms of all awards under, make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2012 Inducement Plan, subject to its express terms and conditions. Awards must be approved by the Compensation Committee or a majority of our independent directors and the authority to grant awards under the 2012 Inducement Plan may not be delegated.
Limitation on Awards and Shares Available
As of March 31, 2019, the maximum number of shares of common stock authorized for issuance under the 2012 Inducement Plan is 1,335,861 shares (the “Inducement Plan Share Limit”), and there are 164,519 shares remaining available for issuance under the plan. Shares issued under the 2012 Inducement Plan may be treasury shares or authorized but unissued shares.

43



The following types of shares are added back to the available share limit under the 2012 Inducement Plan: (x) shares subject to awards that are forfeited, expire or are settled for cash and (y) shares repurchased by the Company at the same price paid by a participant pursuant to the Company’s repurchase right with respect to restricted stock awards. However, the following types of shares are not added back to the available share limit under the 2012 Inducement Plan: (A) shares subject to a stock appreciation right (“SAR”) that are not issued in connection with the stock settlement of the SAR on its exercise, (B) shares purchased on the open market with the cash proceeds from the exercise of options and (C) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award.
Awards granted under the 2012 Inducement Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which the Company enters into a merger or similar corporate transaction will not reduce the shares authorized for grant under the 2012 Inducement Plan.
Awards
The 2012 Inducement Plan provides for the grant of stock options, including non-qualified stock options, restricted stock, dividend equivalent awards, stock payment awards, deferred stock, RSUs, performance awards, performance share awards, SARs, and other incentive or cash awards. Certain awards under the 2012 Inducement Plan may constitute or provide for a deferral of compensation, subject to Code Section 409A, which may impose additional requirements on the terms and conditions of such awards. All awards are to be set forth in award agreements, which detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards other than cash awards are generally settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. The exercise price of a stock option may not be less than 100 percent of the fair market value of the underlying share on the date of grant, except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than 10 years. Vesting conditions determined by the plan administrator may apply to stock options, and may include continued service, performance and/or other conditions.
Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100 percent of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than 10 years. Vesting conditions determined by the plan administrator may apply to SARs, and may include continued service, performance and/or other conditions.
Restricted Stock; Deferred Stock; RSUs and Performance Shares. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Dividends will not be paid on restricted stock awards unless and until the shares vest. Deferred stock and RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance shares are contractual rights to receive a range of shares of our common stock in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Vesting conditions determined by the plan administrator may apply to restricted stock, deferred stock, RSUs and performance shares, and may include continued service, performance and/or other conditions.
Stock Payments; Other Incentive Awards and Cash Awards. Stock payments are awards of fully-vested shares of our common stock that may, but need not be, made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Cash awards are cash incentive bonuses subject to performance goals.
Dividend Equivalent Rights. Dividend equivalent rights represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payments dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Certain Transactions
The plan administrator has broad discretion to equitably adjust the provisions of the 2012 Inducement Plan, as well as the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2012 Inducement Plan and outstanding awards. In the event of a change in control of the Company (as defined in the 2012 Inducement Plan), the surviving entity must assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity declines to assume or substitute for outstanding awards, then all awards will vest in full and be deemed exercised (as applicable) upon the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Foreign Participants; Transferability and Participant Payments
The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2012 Inducement Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2012 Inducement

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Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.
Stockholder Approval; Plan Amendment and Termination
Pursuant to applicable stock exchange rules, stockholder approval of the 2012 Inducement Plan was not required as a condition of the effectiveness of the 2012 Inducement Plan. The Board may amend or terminate the 2012 Inducement Plan at any time; however, except in connection with certain changes in capital structure, stockholder approval will be required for any amendment that “reprices” any stock option or SAR (including any grant of cash or another award in respect of any stock option or SAR when the option or SAR price per share exceeds the fair market value of the underlying shares).


CEO PAY RATIO

As a result of rules adopted last year under the Dodd-Frank Act, we are providing disclosure of our CEO’s pay in relation to that of the median compensated employee who was selected last year. We are committed to internal pay equity and equal pay based on role, qualifications, experience and merit. However, as 79 percent of our employees are placed with clients on a temporary basis, they are not likely to be paid a full year salary. We do not believe that comparing the pay of someone who worked for us for three months versus someone who worked for 12 months is consistent with the spirit and intent of the regulation. Therefore, while we have provided the disclosure required by SEC rules, we have provided additional disclosure that we believe provides a more accurate comparison.

Our measurement date was December 28, 2018, which reflects a total employee population of 31,000, of which 25,000 were professionals working on temporary assignments with our clients. Consistent with SEC rules, we annualized compensation for our internal employees who were employed for less than the full year in 2018, but not for our professionals whose positions are temporary in nature. Further, we did not include our foreign employees, as they comprise 1.3 percent of our workforce and were therefore under the de minimus threshold for inclusion. 

Total compensation in 2018 for the prior year’s median compensated employee was $47,738. This particular employee worked for us for an equivalent of 40 percent of the year, and earned $57 per hour. As set forth in the "Total" column of the Summary Compensation Table on page 33 of this proxy statement, Mr. Dameris’ compensation for 2018 was $14.0 million, though only 7.3 percent of this compensation was fixed or guaranteed, and $5.0 million of the compensation was for a special one-time award. The remainder was payable upon achievement of certain performance-based targets. Using these compensation amounts provides for a CEO pay ratio of approximately 294:1 pursuant to the SEC’s final rules set forth in Item 402(u) of Regulation S-K.

If we had annualized the salary of the median compensated employee, she would have received $118,560 in compensation for 2018, and the CEO pay ratio would have been approximately 118:1. If we annualized the salary of all of our temporary professionals as we do for our internal employees, which we believe is the most accurate and comparable analysis, the median compensated employee would have received compensation of $65,587 on an annual basis, for a CEO pay ratio of approximately 214:1.

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PROPOSAL TWO – APPROVAL OF THE SECOND AMENDED AND RESTATED ASGN INCORPORATED 2010 INCENTIVE PLAN

On March 27, 2019, our Board of Directors approved the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan (the "Amended 2010 Plan") to, among other things, increase the number of shares we are authorized to issue or award under the 2010 Plan by 2.7 million shares (referred to below as the share reserve increase) in addition to the shares that have previously been authorized under the plan. The Board of Directors is requesting that our stockholders approve the Amended 2010 Plan because we believe the availability of an adequate reserve of shares under the 2010 Plan is important to our continued growth and success. The Board believes that it is important that many of our employees and directors receive part of their compensation in the form of equity-based awards to foster their investment in the Company and reinforce the alignment between their financial interests and those of our other stockholders.

Introduction and Stockholder Approval Requirement
The 2010 Plan was originally approved by stockholders at the Company’s 2010 Annual Meeting of Stockholders, and an amendment to the plan to increase the number of shares authorized under the plan, among other things, was approved by stockholders at the Company's 2013 Annual meeting. It was further amended in April 2018 to address the Company's name change. The 2010 Plan permits the Company to grant equity awards covering shares of the Company's stock to directors, employees and consultants of the Company. As of March 31, 2019, the Company had authorized 6,141,796 shares of our common stock for grants of awards under the 2010 Plan, awards covering a total of 1,406,182 shares of our common stock were outstanding, and 406,993 shares of our common stock remained available for future grants under the 2010 Plan (which excludes the proposed share reserve increase); and the closing sale price of our common stock on that date was $63.49. Please refer to the table in the Equity Compensation Plan Information section on page 43 above for a full schedule of the number of shares available for future issuance by plan, the number of RSUs and stock options outstanding under each plan, and the weighted average term and price of the outstanding stock options as of March 31, 2019. In addition to increasing the number of shares available under the 2010 Plan share limit, the Amended 2010 Plan extends the term of the plan 10 years from the date of the Board's approval to March 27, 2029, and eliminates the Company's ability to increase the allowable share amount or reprice shares up to 12 months before receiving stockholder approval. Approval of the Amended 2010 Plan will constitute approval pursuant to the stockholder approval requirements of Section 422 of the Code relating to incentive stock options (to the extent required by the Code) and approval pursuant to the NYSE stockholder approval requirements applicable to equity compensation plans. Unless it is approved by our stockholders, the Amended 2010 Plan will not become effective and the 2010 Plan will remain in effect in its current form.

Highlights of Shareholder Protections Under the Amended 2010 Plan
We believe that the following characteristics of the Amended 2010 Plan protect shareholder interests while providing us a vehicle to grant equity awards, which is a vital component of our compensation program:

Independent plan administrator. The Compensation Committee, which consists of only independent directors, generally administers the Amended 2010 Plan with respect to awards granted to officers (including our named executive officers), employees and consultants.
Fungible share pool. Under the Amended 2010 Plan, full value awards (such as restricted stock and restricted stock units) deplete the share reserve by 1.53 shares for each share subject to the full value award, thereby fairly reflecting the higher value of these awards as compared to stock options or stock appreciation rights.
Grant ratio. 1.53:1 grant ratio on full value awards (meaning that each share subject to any equity award other than a stock option or stock appreciation right will reduce the number of shares available for grant under the Amended 2010 Plan by 1.53 available shares).
No discount stock options or stock appreciation rights. Under the Amended 2010 Plan, stock options and stock appreciation rights may not be granted with an exercise or strike price lower than the fair market value of the shares of stock underlying such award on the grant date.
No repricing or repurchasing of stock options or stock appreciation rights without stockholder approval. The Amended 2010 Plan prohibits, without stockholder approval in advance: (i) the amendment of options or stock appreciation rights to reduce the exercise price; and (ii) the replacement of an option or stock appreciation right with cash or any other award when the price per share