asgn-20230427

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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ASGN Incorporated

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4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

April 27, 2023

Dear Fellow Stockholder:

On behalf of your Board of Directors and management, you are cordially invited to attend the 2023 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 Mark A. Frantz, Jonathan S. Holman and Arshad Matin, as directors for three-year terms to expire at our 2026 Annual Meeting of Stockholders;
2.			an advisory vote to approve the Company's named executive officer compensation for the year ended December 31, 2022;
3.			an advisory vote on the frequency of future advisory votes on executive compensation;
4.			the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023; 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 15, 2023, at 9:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting of stockholders, to be conducted exclusively online via live webcast. We believe that this virtual format prioritizes the health and well-being of our stockholders, and provides a format in which all of our stockholders have access to attend the meeting regardless of where they are located.

You will be able to participate in the Annual Meeting, submit questions during the Annual Meeting, and vote your shares electronically during the meeting by visiting www.meetnow.global/MGQ257C. Because the Annual Meeting is being conducted electronically, you will not be able to attend the meeting in person. Details regarding how to participate in the live webcast of the Annual Meeting and the business to be conducted at the meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, which you are urged to read carefully.

Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope.

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.

We thank you for your continued interest in ASGN and look forward to seeing you at the Annual Meeting.




			Sincerely,
			/s/ Theodore S. Hanson
			Theodore S. Hanson
			Chief Executive Officer

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday, June 15, 2023

The 2023 Annual Meeting of Stockholders of ASGN Incorporated (the "Company" or "ASGN") will be held virtually and exclusively online via live webcast on Thursday, June 15, 2023, at 9:00 a.m. Eastern Time, for the purpose of considering and voting upon:



1.									the election of Mark A. Frantz, Jonathan S. Holman and Arshad Matin, as directors for three-year terms to expire at our 2026 Annual Meeting of Stockholders;
2.									an advisory vote to approve the Company's named executive officer compensation for the year ended December 31, 2022;
3.									an advisory vote on the frequency of future advisory votes on executive compensation;
4.									the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023; 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 19, 2023 are entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the live webcast of the Annual Meeting by visiting www.meetnow.global/MGQ257C. To participate in and vote at the Annual Meeting, stockholders will need the unique 15-digit control number (printed in the box marked by the arrow) in their Notice of Internet Availability of Proxy Materials or proxy card (if you request a printed copy of the proxy materials). 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 during the Annual Meeting even if the stockholder 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 27, 2023

2023 PROXY STATEMENT

TABLE OF CONTENTS


Proposal One – Election of Directors	2	Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	37
Vote Required	2	Outstanding Equity Awards at Fiscal Year End	38
Board Recommendation	2	Option Exercises and Stock Vested	39
Board Experience Matrix	9	Non-Qualified Deferred Compensation	39
Independent Directors and Material Proceedings	9	Payments Upon Termination or Change in Control	40
Role of the Board	9	Equity Compensation Plan Information	42
Board Leadership Structure	10	CEO Pay Ratio	44
Board Committees and Meetings	10	Pay Versus Performance	44
Risk Oversight	12
Meetings	13	Proposal Two – Advisory Vote on Executive Compensation	47
Attendance of Directors at 2022 Annual Meeting of Stockholders	13
Director Compensation	13	Vote Required	47
Environmental Social Governance at ASGN	14	Board Recommendation	47
Director and Executive Officer Stock Ownership Guidelines	15	Proposal Three – Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	48
Director and Executive Officer Hedging and Pledging Transactions Policy	15
Ethics	16	Vote Required	48
Communicating with the Board	16	Board Recommendation	48
Compensation Committee Interlocks and Insider Participation	16	Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm	49
Security Ownership of Certain Beneficial Owners and Management	17	Principal Accountant Fees and Services	49
Ownership of More than Five Percent of the Common Stock of ASGN	17	Vote Required	49
Ownership of Directors and Management of ASGN	18	Board Recommendation	49
Compensation Committee Chair Letter	21	Report of the Audit Committee	50
Executive Compensation Discussion and Analysis	22	General Information about the Annual Meeting and Voting	51
Executive Summary	22	Certain Relationships and Related Party Transactions	54
ASGN's Strategic Direction	23	Other Matters	54
Summary of Say-on-Pay and Responsiveness	24	Where You Can Find Additional Information	54
Compensation Philosophy	25	Incorporation by Reference	54
Compensation Committee Report	34	Proposals by Stockholders	55
Summary Compensation Table	35	Miscellaneous	55
Grants of Plan-Based Awards	36	Annex A – Reconciliation of Performance Target	A-1

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. Please refer to this complete document and our 2022 Annual Report.

2023 Annual Meeting of Stockholders Details



Date and Time	Place	Record Date
Thursday, June 15, 2023 at 9:00 a.m. ET	Virtual Meeting: meetnow.global/MGQ2257C	Close of Business, ET, April 19, 2023

Voting

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each of the proposals voted on.

Admission

All holders of the Company's common stock are invited to attend the Annual Meeting of Stockholders.

Proxy Voting Roadmap

PROPOSAL 1

PROPOSAL 2

PROPOSAL 3

PROPOSAL 4

Election of three directors

Advisory vote to approve the Company's named executive officers compensation

Advisory vote to approve the frequency of future advisory votes on executive compensation (once each year)

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

ü FOR

Each Nominee

Once Each Year

Page 1

Page 53

Page 54

Page 55

ASGN Incorporated

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on

Thursday, June 15, 2023

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 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 15, 2023 at 9:00 a.m. Eastern 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 27, 2023.

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 11 directors and the exact number within that range may be fixed by the Board. The number of directors on our Board is currently fixed at 11, three of whom are women, one of which identifies as Hispanic-American (Maria Hawthorne), and the Chair of our Board identifies as Asian-American. 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 2026 Annual Meeting of Stockholders or until their successors are elected and qualified. Each of Mark A. Frantz, Jonathan S. Holman and Arshad Matin have terms that are expiring and have been nominated to stand for re-election. Unless otherwise instructed by stockholders, the persons named as proxies will vote the proxies received by them FOR the election of Mark A. Frantz, Jonathan S. Holman and Arshad Matin. 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.

Vote Required

The nominees receiving the affirmative vote of a majority of the votes cast will be elected as directors.

Board Recommendation

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, qualifications and experiences of each of the nominees.

Director Nominees Up for Election


Mark A. Frantz Director Mr. Frantz has been a director on ASGN’s Board since June 2019, after serving as an advisor to the Board since June 2018. He is currently a general partner of Blue Delta Capital Partners, a growth capital firm focused on the U.S. federal government services marketplace, which he co-founded in 2009. Mr. Frantz contributes to the Board his track record helping grow leading U.S. government services companies, and he possesses a very deep understanding of market dynamics and drivers within the government contracting sector, as well as decades of experience with mergers and acquisitions across both government and commercial services markets.


Key Qualifications Government Contracting Mr. Frantz's successful track record helping grow U.S. government companies, and deep understanding of market dynamics and drivers within the government contracting sector support ASGN's own business development in the government space. Capital Markets Expertise His extensive experience in venture capital and investment banking provides support to ASGN's M&A strategies. Advisory Roles Board of Directors, CSRA Inc. (2015 - 2018); former New York Stock Exchange ("NYSE") government services company sold to General Dynamics for $9.7B Education Bachelor of Arts in History and Political Science Allegheny College Juris Doctorate and Master of Business Administration University of Pittsburgh						Career Highlights Co-Founder and General Partner, Blue Delta Capital Partners (2009 - Present) Partner, RedShift Ventures, a venture capital firm focused on rapidly commercializing new technologies (2007 – 2009) Managing General Partner, In-Q-Tel, the strategic venture capital affiliate of the U.S. intelligence community (2006) Principal Carlyle Venture Partners, a multinational private equity firm (2001 – 2006) Associate to Senior Chairman, Alex Brown, investment bank (1997 – 2000) Economic and Technology Policy Advisor to Pennsylvania Governor Tom Ridge (1993 – 1997) Associate Director, White House Office of Intergovernmental Affairs (1990 – 1993)


Jonathan S. Holman Director Mr. Holman has been a director on ASGN’s Board since March 1994. He is the founder and since 1981 the president of The Holman Group, Inc., an executive search firm that has recruited over 150 chief executive officers to public and private companies ranging from start-ups to companies with over $1B in revenues. 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.


Key Qualifications Salary Practice Expertise Possesses extensive skills and experience in compensation matters; and has meaningful insight into hiring and salary practices of publicly-traded companies. Hiring and Human Resources Experience He was one of the top 200 executive recruiters in the world in The Global 200 Executive Recruiters and was one of the top 250 executive recruiters in the world in The New Career Makers. Advisory Roles Member of the National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters Board Member, Congregation Emanu-El, one of the largest synagogues in the United States Education Bachelor of Arts in Politics Princeton University Master of Business Administration Stanford University						Career Highlights Founder and President, The Holman Group, Inc., a high-level CEO recruitment firm (1981 - Present) Partner, Bacci Bennett, executive recruitment firm (1978 - 1981) Director of HR, E. & J. Gallo Winery (1971 - 1978) HR Manager, Central Research Laboratories and other HR positions, Pfizer, multinational pharmaceutical and biotechnology corporation. (1968 - 1971)


Arshad Matin Chair of the Board Mr. Matin has been a director on ASGN’s Board since June 2014 and became Chair in June 2021. He is currently President and Chief Executive Officer of Avetta, LLC, a private company providing supply chain risk management solutions, a position he has held since October 2019. Mr. Matin brings to the Board extensive experience managing and advising public and private high-technology companies.


Key Qualifications Strategic Advisory Expertise Leverages current and former service as a chief executive officer to provide strategic advice for public and private high-technology companies. Executive Leadership Mr. Matin was formerly responsible for business accounting for over $1.5B in revenues across over 4,500 employees. Advisory Roles Director and compensation committee member, VTEX, a public digital commerce platform headquartered in the United Kingdom Trustee, Texas Children’s Hospital Director, Houston Endowment Director, East Asia Society Education Bachelor of Engineering in Electrical Engineering Regional Engineering College, India Master of Business Administration The Wharton School of the University of Pennsylvania Master of Science, Computer Engineering The University of Texas at Austin						Career Highlights President and Chief Executive Officer, Avetta, LLC, a private company providing supply chain risk management solutions (2019 - Present) Entrepreneur in Residence, Warburg Pincus, a private equity firm (2018 – 2019) Chief Executive Officer, Paradigm, Ltd., a software developer to the oil and gas industry (2013 – 2018) Executive Vice President, IHS Inc., a publicly-traded information and analytics firm (2012 – 2013) President and Chief Executive Officer, Seismic Micro-Technology, a global leader in geology and geophysics software (2007 – 2011) GM of Enterprise Security, Symantec, a security software company (2006 – 2007) President and Chief Executive Officer, Bindview, a provider of IT security compliance software (2004 – 2005) Partner, McKinsey & Company in technology and software industries (1995 – 2004)

Directors with Terms Ending in 2025


Brian J. Callaghan Director Mr. Callaghan has been a director on ASGN’s Board since May 2012. Mr. Callaghan co-founded Apex Systems, Inc. ("Apex Systems") in 1995 and was Co-CEO until 2012 when the company was sold to ASGN. Mr. Callaghan was recognized in 2003 as Ernst & Young’s Entrepreneur of the Year. Mr. Callaghan brings over 25 years of information technology ("IT") staffing experience to the Board and provides extensive knowledge about all aspects of the IT staffing business and business growth strategies.


Key Qualifications IT (Information Technology) Staffing Experience His 25 plus years of staffing experience including extensive knowledge of IT staffing support ASGN’s recruitment efforts. Business Development As the Co-Founder of Apex Systems, he leverages his past experience to assist ASGN in business development and growth strategies. At Apex Systems, he worked directly with customers, led staff, strategy, forecasting and building systems to support growth. Advisory Roles Part-owner of Richmond Flying Squirrels, the Double-A affiliate of the San Francisco Giants Part-owner of Omaha Storm Chasers, the Triple-A affiliate of the Kansas City Royals Education Bachelor of Science in Psychology Virginia Polytechnic Institute and State University						Career Highlights Co-Founder and Co-CEO, Apex Systems (1995 - 2012)


Theodore S. Hanson Chief Executive Officer and Director Mr. Hanson has served as Chief Executive Officer of ASGN since May 2019 and has been a member of ASGN’s Board since June 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, and also held the title of President from December 2016 through December 2021.


Key Qualifications Executive Leadership President of Apex Life Sciences; Chief Financial Officer, Apex Systems; Chief Financial Officer, Property Technologies Ltd. He is an accomplished business operator, strategic M&A acquirer and integrator, and leader of capital allocation, debt and equity strategy as our CEO. Extensive Financial Reporting Experience Corporate Controller Apex Systems Accountant, Keiter, Stephens, Hurst, Gary and Shreaves Advisory Roles Advisory Council, Pamplin School of Business, Virginia Tech Director, Apex Center for Entrepreneurs, Virginia Tech Education Bachelor of Science in Accounting and Business Management Virginia Polytechnic Institute and State University Master of Business Administration Virginia Commonwealth University						Career Highlights Chief Executive Officer, ASGN Incorporated (2019 – Present) President, ASGN Incorporated (2016 – 2021) Chief Financial Officer, Apex Systems, Inc. (2001 – 2012) Corporate Controller, Apex Systems, Inc. (1998 – 2001) Chief Financial Officer, Property Technologies Ltd., a voice and data solutions firm for the commercial and hospitality industries (1996 – 1998) CPA, Keiter, Stephens, Hurst, Gary and Shreaves, an independent accounting firm (1991 – 1996)


Maria R. Hawthorne Director Ms. Hawthorne has been a director on ASGN’s Board since June 2021. Most recently, Ms. Hawthorne served as President and CEO of PS Business Parks, Inc. ("PS Business Parks"), a publicly-traded real estate investment trust that saw double-digit growth during her tenure. Further, from December 2021 to July 2022, she supported PS Business Parks by acting in an interim chief operating officer capacity until the company was sold to Blackstone. Ms. Hawthorne is an experienced public company Board member and accomplished CEO and contributes to the Company’s Board her extensive experience in financial and operational strategies, capital markets, acquisitions, enterprise risk management and leadership development.


Key Qualifications Leadership Development She is an accomplished CEO who has served in multiple leadership roles throughout her career and is able to offer extensive expertise in career development and succession planning. Mergers and Acquisitions She leverages her prior experience in capital markets and acquisitions to support ASGN’s M&A strategy. Financial Operational Strategy Experienced public company board member that contributes extensive experience in financial and operational strategies and enterprise risk management. Advisory Roles Director and audit committee member, Essex Property Trust, a publicly-traded real estate investment trust Member, National Association of Corporate Directors, Southern California Roundtable Education Bachelor of Arts in International Relations Pomona College						Career Highlights Chief Executive Officer, PS Business Parks (2016 - 2020) President, PS Business Parks (2015 - 2020) Chief Financial Officer, PS Business Parks (2017 - 2018) EVP, Chief Administrative Officer, PS Business Parks (2013 - 2015) Executive Vice President, East Coast, PS Business Parks (2011 - 2013) Senior Vice President, PS Business Parks (2004 - 2011) Vice President, Virginia, PS Business Parks (2001 - 2004) Regional Manager, Virginia, PS Business Parks (1994 - 2001) General Manager, Leasing Director and Property Manager, American Office Park Properties (1988 - 1994)


Edwin A. Sheridan, IV Director Mr. Sheridan has been a director on ASGN’s Board since May 2012. Mr. Sheridan co-founded Apex Systems in 1995 and was Co-CEO until 2012 when the company was sold to ASGN. Mr. Sheridan was recognized in 2003 as Ernst & Young’s Entrepreneur of the Year. Mr. Sheridan brings over 25 years of IT staffing experience to the Board and provides extensive knowledge about all aspects of the IT staffing business and business growth strategies.


Key Qualifications IT Staffing Experience His 25 plus years of staffing experience including extensive knowledge of IT staffing supports ASGN’s own recruitment efforts. As the Co-Founder of Apex Systems, he was a recruiter, account manager and regional operations manager. Business Development He leverages his own past experience to assist ASGN in business development and growth strategies. Advisory Roles Investor/Mentor: Databricks, Sentinel One, EVERFI, Inc., Core4ce, ThreatQuotient Inc., IronNet, Sweetgreen, B.Well and AON3D Director, Apex Center for Entrepreneurs at Virginia Tech Director, Peace Players International, an international community improvement and leadership organization Director, Gonzaga College high school						Key Qualifications (cont.) Global Leadership Circle Member, ONE.org, a global movement campaigning to end extreme poverty and preventable disease Honorary Director, Inova Schar Cancer Institute Molecular Tumor Board Education Bachelor of Arts in English and Political Science, Minor in Business Administration Virginia Polytechnic Institute and State University Career Highlights Co-Founder and Co-CEO, Apex Systems (1995 - 2012)

Directors with Terms Ending in 2024


Vice Admiral Joseph W. Dyer, USN (Retired) Director Vice Admiral Dyer has been a director on ASGN’s Board since March 2021 and was an advisor to the Board beginning in 2018. He is currently a consultant in the aerospace, defense and technology markets focused on autonomous systems, artificial intelligence and wideband communications He most recently was the chief strategy officer of National Spectrum Consortium from 2014 to 2021, and was a Commissioner on the Congressional National Defense Authorization Act Section 809 Acquisition Streamlining Commission from 2016 to 2019. He brings to the Board an extensive military background and commercial expertise, which converge at the intersection of technology, finance and risk management.


Key Qualifications Military Background His extensive work in the military and with the U.S. government at the intersection of technology, finance and risk management supports ASGN’s business development in the government space. He won the Department of Defense Acquisition Excellence Award and the Order of Daedalian as the program manager of the F/A-18 program. Commercial Expertise Senior corporate leader in the development of iRobot Corporation, the first publicly-traded mobile robots company. Advisor of High-Tech Companies Advised various high-tech companies from their initial public offering to their generation of long-term success, offering ASGN guidance on continued growth strategies. Advisory Roles Director, Nauticus Robotics, Inc., a Nasdaq-traded company that develops intelligent, sustainable ocean technology for energy, aquaculture and security applications (December 2022 to present); audit committee member and nominating and governance committee chair Fellow, National Academy of Public Administration Fellow, Society of Experimental Test Pilots - Received the James H. Doolittle Award for Outstanding Engineering Achievement in Aerospace Director, Technology Service Corporation (TSC), a high technology company that provides engineering consulting services and specialized products to the U.S. Government and industry (2019 to present) Advisory Board Member, The Center for the Study of Democracy						Key Qualifications (cont.) Director, Avian Inc., a private company linking talented people to important work about which they are passionate (2019 to present) Education Bachelor of Science in Chemical Engineering North Carolina State University Master of Science in Financial Management Naval Postgraduate Career Highlights President of Government and Industrial Division, Chief Operating Officer and Chief Strategy Officer, iRobot Corporation (2003 – 2013) Chair, NASA Aerospace Safety and Advisory Panel (2003 – 2016) Commander, Naval Air Systems Command (2000 – 2003) Commander, Naval Air Warfare Center Aircraft Division Patuxent River and Naval Aviation's Chief Engineer (1997 – 2000) F/A-18 Program Manager, Engineering and manufacturing development efforts (1994 – 1997) U.S. Navy Chief Test Pilot (1991 – 1994)


Mariel A. Joliet Director Ms. Joliet has been a director on ASGN’s Board since December 2016. Most recently she was the Senior Vice President and Treasurer of Hilton Hotels Corporation, in which she was instrumental in the company’s sale to Blackstone Group for $27 billion. Ms. Joliet was an executive at Hilton from 1998 to 2008. Ms. Joliet has a strong background in financing, acquisitions, deal structuring, strategic planning, and operational integration.
Key Qualifications Mergers and Acquisitions Expertise Her extensive background in financing, acquisitions, deal structuring, strategic planning and operational integration supports ASGN’s M&A efforts. Capital Markets and Investment Initiatives Possesses deep knowledge in capacity as a treasurer of credit ratings, debt/equity issuances, interest rate risk, cash management and foreign exchange. Advisory Roles Chair of the Board of Directors and audit and nominating and corporate governance committee member of Kayne Anderson BDC Inc., a management investment company Member of Las Madrinas, a philanthropic organization supporting pediatric care and research at Children’s Hospital Los Angeles Board Member of Know the Glow, a vision non-profit Member of National Association of Corporate Directors Compensation Committee Roundtable						Key Qualifications (cont.) Education Bachelor of Science University of Scranton Master of Business Administration Marywood University Career Highlights Senior Vice President and Treasurer, Hilton Hotels Corporation, a publicly-traded hotel company (1998 – 2008) Coverage Officer and Corporate Banker, Wachovia (1996 – 1998) Coverage Officer and Corporate Banker, Corestates Bank (1989 – 1996)


Marty R. Kittrell Director Mr. Kittrell has been a director on ASGN’s Board since September 2012. Most recently he was the executive vice president and chief financial officer of Dresser, Inc., a multi-national provider of technology products and services for developing energy and natural resources, a position he held from December 2007 until the company’s sale to General Electric in February 2011. Mr. Kittrell has extensive experience with the analysis and preparation of financial statements, risk management, corporate strategy, mergers and acquisitions, organization development, board practices and corporate finance, including public offerings of equity and debt.


Key Qualifications Corporate Finance Experience Possesses an extensive background in analysis and preparation of financial statements, mergers and acquisitions and equity and debt offerings; former CPA. Corporate Risk Management Served in multiple company chief financial officer positions in which he led the financial risk management processes for companies in the technology, commercial, consumer and industrial sectors. Advisory Roles Member, Board of Trustees and chair of the finance committee and treasurer, Lipscomb University Director, Tokens Media LLC, an entertainment company producing radio programs, live shows and podcasts Director, CaredFor, Inc., a software company service addiction and mental health programs Director, Columbia Pipeline Group, Inc. and its predecessor NiSource (2007 – 2016)						Key Qualifications (cont.) Education Bachelor of Science in Accounting Lipscomb University Career Highlights Chief Financial Officer, Dresser, Inc., a multi-national provider of technology products and services for developing energy and natural resources (2007- 2011) Chief Financial Officer and Executive Vice President, Andrew Corporation, a manufacturer of hardware communications networks (2003– 2007) Audit Manager and Staff Accountant, Price Waterhouse (1977 - 1983)


Carol J. Lindstrom Director Ms. Lindstrom has been a director on ASGN’s Board since March 2021. She was previously the Vice Chair at Deloitte LLP until 2016, and is currently an advisor at Carrick Capital Partners, a growth-oriented investment firm focused on software enabled businesses, a role she has held since 2016. She also serves as a director on two other public company boards, Genpact Ltd. and Exponent Inc. She supports our Board with her expertise growing and managing consulting services and large scale technology projects, and she is aligned with many of the technology companies in Northern California.


Key Qualifications Growing and Managing Consulting Services Ms. Lindstrom was the Vice Chair at a global accounting firm helping build its technology consulting practice, a skillset which supports ASGN's own commercial consulting buildout. Large-Scale Technology Project Deployment She is aligned with many technology companies in Northern California, helping ASGN with potential IT business development. Advisory Roles Director, Genpact Ltd., a public global professional services firm delivering digital transformation Director, Exponent Inc., a public engineering and consulting firm Director, Workday Foundation Director, Homeful Foundation Director, St. Helena Hospital Foundation President, Deloitte Foundation (2010 – 2014) Director, Deloitte & Touche Tohmatsu Global Board (2007 – 2013) Director, Deloitte LLP (2006 - 2012) Education Bachelor of Arts in Linguistics University of California, Los Angeles						Career Highlights Vice Chair, Deloitte LLP (2010 - 2016) Managing Director, Deloitte LLP, Orange County and San Francisco offices, Americas Technology and E-business and Digital Practices Partner, Andersen Consulting (now Accenture PLC) (1987 – 1993) Advisor, Carrick Capital Partners (2016 – Present)

Board Experience Matrix

The matrix set forth below provides a listing of experience that our directors have in various areas that are important to the Company.

Matin

Callaghan

Dyer

Frantz

Hanson

Hawthorne

Holman

Joliet

Kittrell

Lindstrom

Sheridan

Skills and Experience

Other Public Board Experience

Staffing Industry Experience

Government Contract Experience

Consulting Industry Experience

CEO or Business Head

Client Experience, Investor Relations or Services

International

Talent Management, Culture or Compensation

Finances, Capital Allocation or Accounting and Audit

Mergers and Acquisitions or Corporate Development

Marketing or Sales

Risk Management

Corporate Governance

Technology, Systems or Cybersecurity

Independent Directors and Material Proceedings

The Board met on March 22, 2023 and reviewed the independence of its 11 members. With the exception of Mr. Hanson, our Chief Executive Officer, all of the directors were deemed to be independent under the current listing standards of the NYSE. 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, relationships and related party transaction 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 Securities and Exchange Commission (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 Chair of the Board. Mr. Matin joined our Board in 2014 and took on the role of Chair in June 2021. 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 Chair of the Board is independent, as defined by the NYSE and the SEC. An independent Chair, 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.

Board Committees and Meetings

The Board held six meetings during 2022 and acted by unanimous written consent on two additional occasions. The Board has a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee, and a Strategy and Technology Committee. The Board has determined that the chairs and committee members 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 chairs who serve on the Committees currently and during 2022 are identified in the table below.

Compensation Committee

The Compensation Committee held five meetings during 2022 and acted by unanimous written consent on eight 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 Compensation 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, and each is a non-employee director for purposes of Section 16 of the Exchange Act.

Audit Committee

The Audit Committee held 11 meetings during 2022. 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.

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 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 p. 54 of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held four meetings during 2022. 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, as well as monitoring the qualification and performance of, and the Company’s succession planning regarding, key executives. The committee has oversight responsibility over the Company's annual Environmental, Social

and Governance ("ESG") report and the Company's ESG performance. 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. Frantz, Holman and Matin for election at this year’s Annual Meeting.

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 are noted in the director matrix set forth in the Election of Directors section above, and vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board. Further, the committee considers:

•personal and professional ethics and integrity;

•business judgment;

•familiarity and/or experience with general issues affecting our business and the industries in which we operate;

•qualifications as an audit committee financial expert;

•diversity; and

•qualifications as an independent director.

The Nominating and Corporate Governance Committee relies primarily on recommendations for director candidates from its members, other directors, members of management, our auditors and third parties. 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, including differences in viewpoints, gender, race and other diverse characteristics, and these factors are all considered for purposes of nominating directors.

The Nominating and Corporate Governance Committee will also consider timely written suggestions from our stockholders. Stockholders wishing to suggest a candidate for director nomination for the 2024 Annual Meeting of Stockholders should mail their suggestions to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary. Pursuant to our Bylaws, a stockholder’s notice for director nominations shall be delivered to the Secretary 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, 2023, there were no director candidates put forward by stockholders for consideration at the Annual Meeting.

The Nominating and Corporate Governance Committee evaluates the Board’s leadership structure and believes that separation of the Chief Executive Officer and Chair 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.

Strategy and Technology Committee

The Board believes that the strategy of the Company is a significant area of focus for the Board and established a special committee to address this area. The Board also believes that review and oversight of IT and cybersecurity risks and the importance of IT risk management measures is a critical Board function and tasked the committee with these matters as well. The Strategy and Technology committee assists the Board with respect to matters of strategy and technology by engaging with management to ensure that:

•the Company has established an effective strategy and strategic planning process;

•the Company's technology programs enable the Company's strategic plans and support the Company's cybersecurity efforts; and

•the Company's proposed acquisitions, divestitures or other key investments of capital fulfill the Company's strategic plans.

The Strategy and Technology Committee held four meetings in 2022.

The written charters governing the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Strategy and Technology 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 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.

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 further report on an ad hoc basis as issues arise. IT, including cybersecurity, has been identified by

the Company as an area of risk meriting additional oversight. The Company's Chief Technology Officer reports quarterly to the Board on cybersecurity issues, such as what threats have been encountered in the past quarter, assessments of such risks, and the steps we are taking to mitigate these risks and other cybersecurity risks in the future.

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. The Board oversees officers’ identification and management of risk management issues and meets quarterly 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 receives reports from those officers that are responsible for the day-to-day management of the Company’s risks to determine if the Company's 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 human capital and compensation practices and incentives. 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.

Our Nominating and Corporate Governance Committee oversees risks related to environmental, social and governance issues.

The Strategy and Technology Committee focuses on cybersecurity risks and the importance of IT risk management.

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 2022, each of our current directors attended all of the meetings of the Board and the committees on which he or she served, with the exception of one director who was unable to attend a Board meeting. Our independent directors regularly meet as a group in executive sessions outside the presence of management presided over by the non-executive independent Chair of our Board.

Attendance of Directors at the 2022 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 Chair of the Board as promptly as possible. All of our directors attended our 2022 Annual Meeting of Stockholders.

Director Compensation

The following table shows compensation information for each of ASGN’s non-executive directors for the year ended December 31, 2022.


Name(1)	Fees Earned in Cash	Stock Awards(2)	Total
Arshad Matin, Chair	$176,364	$149,989	$326,353
Brian J. Callaghan	97,909	149,989	247,898
Joseph W. Dyer	98,182	149,989	248,171
Mark A. Frantz	90,455	149,989	240,444
Maria R. Hawthorne	91,546	149,989	241,535
Jonathan S. Holman	108,182	149,989	258,171
Mariel A. Joliet	97,364	149,989	247,353
Marty R. Kittrell	108,727	149,989	258,716
Carol J. Lindstrom	85,455	149,989	235,444
Edwin A. Sheridan, IV	98,182	149,989	248,171


(1)			Directors who are also employees of ASGN receive no additional compensation for their service as a director. Accordingly, Mr. Hanson, our Chief Executive Officer, did not receive any compensation for his service as a director. Compensation paid to Mr. Hanson in connection with his employment is disclosed in the "Summary Compensation Table" set forth on p. 35.
(2)			Amounts shown in the table above reflect the aggregate grant date fair value of the awards, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10‑K filed on February 27, 2023. The amounts for all of the non-executive directors were calculated based on the grant date fair value per share of $124.06, which was the closing sale price of our common stock on the date of grant, January 3, 2022. As of December 31, 2022, each of the non-executive directors listed above held 604 unvested shares. No options were outstanding for any director at December 31, 2022.

The Compensation Committee recommends, and the Board reviews and approves, the form and amount of director compensation. In 2019, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to help determine compensation for the Board of Directors. In 2022, Semler Brossy was again retained to review and update director compensation. The Board approved the compensation plan proposed by Semler Brossy and recommended by the Compensation Committee for the Board effective June 2019. That compensation plan remained the same through June 16, 2022, when the Board approved an updated director compensation plan. In connection with Semler Brossy's review in 2022, the consultant provided market data based on the executive compensation peer group, noting that the Company's Board compensation was approximately 11 percent below market, and proposed increases in compensation to bring the directors' total compensation to approximately six percent above the median of the Company's executive compensation peer group. The Compensation Committee retained its practice for providing a

substantial portion of a director’s annual retainer in the form of equity compensation.

From January 1 through June 16, 2022, the annual cash fee for non-executive directors was $75,000, and committee members received an annual fee for their committee services. Audit committee members received an additional $10,000 annually for their services, and the other committee members received an additional $5,000 annually per committee. From June 17, 2022 through present, non-executive directors received an annual cash fee of $85,000, audit committee members received an additional $12,000 annually, compensation committee members received $7,500 annually and the other committee members continued to receive $5,000 annually per committee. In addition, the Board and committee chairs received fees for their services as chairpersons as set forth below. All fees are paid on a quarterly basis and are pro rated to reflect a partial quarter served. The committee chair fees set forth below are in addition to the committee member fees noted above.


Outside Director	Additional Annual Cash Retainer
	Jan. 1 - June 16, 2022	June 17 - Dec. 31, 2022
Chair of the Board	$80,000	$100,000
Audit Committee Chair	15,000	18,000
Compensation Committee Chair	15,000	17,500
Nominating and Corporate Governance Committee Chair	10,000	15,000
Strategy and Technology Committee Chair	10,000	15,000

On January 3, 2022, the non-executive directors received their annual restricted stock unit ("RSU") grant with a grant-date value of approximately $150,000, 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. On June 16, 2022, the Board approved an increase to grants starting in 2023, which

have a grant-date value of $185,000, with all the other terms remaining the same. In addition, we reimburse all directors for their reasonable expenses incurred when attending Board and committee meetings, and up to $2,500 annually per director for director education and training.

Environmental Social Governance at ASGN

We strive to positively impact the world around us, both through the work that we do for our clients and our broader actions to support our communities. Our vision is ‘To engage and mobilize tomorrow's workforce responsibly and sustainably.’TM In April 2023 we published our annual Environmental Social Governance (ESG) report. The charts included in the full report include interactive year-over-year comparisons. Our ESG reporting disclosures now include the Global Reporting Index ("GRI"), the Task Force on Climate-related Financial Disclosures ("TCFD")

and the United Nations Global Compact ("UNGC") Communication on Progress ("COP"). By mid-year, we expect to disclose through the Carbon Disclosures Project ("CDP") and the S&P Corporate Sustainability Assessment ("CSA"). Our ESG efforts are overseen by our Board's Nominating and Corporate Governance Committee.

To read or download ASGN’s full ESG Report please visit asgn.com/sustainability.


FOCUS AREA	ACTIONS TOWARD COMMITMENTS	NEW COMMITMENTS
Data and Security ECS, ASGN's government segment, leads our Company-wide efforts to ensure that all our brands follow the Cybersecurity Maturity Model Certification version 2 ("CMMC 2.0") framework and operate at the highest levels of cybersecurity. Our clients include the Department of Defense, the National Security Agency and several Federal civilian agencies. Our Board of Directors' Strategy and Technology Committee meets regularly on cybersecurity, innovation and security roadmap planning efforts.	Assisted our large commercial clients in aligning with industry standards and best practices (e.g., CMMC 2.0, NIST 800-171). Conducted annual independent external audits of our information security program and systems. Made cybersecurity an ongoing Company-wide priority. Standardized platforms, tools and processes across all our divisions.	Align our technology operations with our overall corporate strategy. Deepen our technology modernization targets. *Continue to work with third-party assessor organizations.
Responsible Business We provide and uphold a culture of ethics and integrity. We maintain robust governance and oversignt, and the highest standards of honest, integrity and trustworthiness. We are a dependable and trustworthy partner. Our responsible business ethos enhances and preserves long-term value for our stockholders.	Engaged our Board on climate-related enterprise risk management. Identified climate-related risks and impacts on our business strategy. Established a Company-wide supplier diversity policy. Integrated ethics and integrity questions into our Company-wide annual engagement survey.	Establish a comprehensive Enterprise Risk Management ("ERM") program. Comply with the SEC's forthcoming ESG disclosure rules.


FOCUS AREA	ACTIONS TOWARD COMMITMENTS	NEW COMMITMENTS
Our Workforce We are dedicated to the professional development and career advancement of our team and to supporting their well-being. We provide our employees with the following types of training: compliance, data security, ethics, diversity, equity and inclusion (DEI), leadership, new manager, and role-specific training. Through our participation in the UN Global Compact's Sustainable Development Goals (SDGs) Accelerator Program in 2022, ASGN aligned with SDG 5 (Gender Equality) and SDG 10 (Reduced Inequalities). As of December 31, 2022, employees from underrepresented racial and ethnic groups accounted for over 30 percent of our U.S. internal workforce, and 43.7 percent of executive/senior-level officers and managers were women and non-white men.	Exceeded 40 percent diversity (women and diverse people including racial and ethnic diversity, sexual orientation, physical abilities and veteran status) in executive/senior-level officers and managers, ahead of our 2025 target. Became a signatory to the UN Women's Empowerment Principles ("WEPs"). Adopted a Company-wide Supplier Diversity Policy. Established Company-wide policies on workplace health and safety and employee wellness. *Expanded Company-wide employee wellness programs including monthly reimbursements for fitness memberships.	Pilot a pay equity audit at our largest commercial brand, Apex Systems. Establish a Company-wide employee mentorship program. Establish a Company-wide diversity council. Implement the UN WEP program across all brands to elevate our Company-wide commitment to gender equality.
Social Responsibility We support a culture of caring and making a positive difference. We do this through employee engagement, charitable contributions, and volunteering to uplift the organizations and communities our employees care most about.	In process of establishing a Company-wide giving program to unite best practices across all brands and standardize reporting. In 2022, ASGN and its employees collectively raised over $540,000 for 432 different non-profit organizations.	*Establish a Company-wide giving program to increase employee engagement, charitable contributions, and brand loyalty.
Environmental Responsibility We are committed to achieving our goal of reducing our carbon emissions by 55 percent on a per employee basis by 2030 compared to our 2019 baseline. To achieve this goal, we are developing and implementing carbon reduction measures with respect to our office buildings, employee commuting, business travel, procurement practices and employee engagement.	Established a carbon emissions reduction plan. Became a signatory of the Science Based Target Initiative ("SBTi"). Obtained third party verification of our GHG inventory. Made progress toward becoming eligible for ISO 14001 certification. *Expanded our ESG disclosures, which now include the CDP, the GRI, the Sustainability Accounting Standards Board ("SASB"), S&P CSA, the TCFD, and the UNGC's COP.	Implement our carbon emissions reduction plan by exploring our renewable energy options and establishing a sustainable procurement policy and supply chain program, sustainable business travel guidelines, Company-wide communications to build awareness and engagement, and a sustainable employee commuting pilot program. Submit our science-based targets to the SBTi for approval. *Begin the ISO 14001 certification process for ASGN's headquarters in Glen Allen, Virginia.

Director and Executive Officer Stock Ownership Guidelines

ASGN's Stock Ownership Guidelines govern our directors, named executive officers and other designated officers that require that certain ownership levels of ASGN stock be met within five years from appointment or promotion to one of the designated positions. Effective January 2023, each Board member must own shares of the Company with a fair market value of five times the director's annual cash retainer fee, which is $85,000 for a total ownership requirement of shares with a fair market value of $425,000. 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, and our other named executive officers are required to own a number of shares with a fair market value of three times their 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. Shares that would be issuable upon the vesting of time-vesting RSUs are considered beneficially owned for purposes of the policy. Stock options and RSUs that have outstanding performance requirements are not included in beneficial ownership. A hardship provision provides a process by which the Compensation Committee can grant an exemption in its sole discretion for exigent circumstances. As of March 1, 2023, all of our directors and named executive officers are compliant with the policy or are within the initial grace period of their hire or promotion.

Director and Executive Officer Hedging and Pledging Transactions Policy

ASGN's Hedging and Pledging Transactions Policy prohibits hedging and pledging of the Company's stock for the Company's directors and executive officers. The policy prohibits participants from pledging the Company's stock as collateral directly or in a margin account, and prohibits participants from

hedging the financial risk of ownership of the Company's stock. These limitations 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. In cases of hardship, officers and directors subject to this policy may request approval for an exemption from the Nominating and Corporate Governance Committee of the Board.

Ethics

ASGN's Code of Business Conduct and Ethics 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-Governance-Governance Documents page of our website at 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 directors, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other executive officers and 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.

Communicating with the Board

We invite stockholders and other interested parties to communicate any concerns they may have about ASGN with either the Chair of the Board or the directors as a group by writing to the attention of either the Chair 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 the Chair of the Board, or all of the directors, as applicable.

Compensation Committee Interlocks and Insider Participation

During 2022, the Compensation Committee of the Board was composed of Messrs. Holman (Chair) and Callaghan and Ms. Joliet. There are no Compensation Committee interlocks and no member of the Compensation Committee is or in 2022 was an officer or employee of ASGN or its subsidiaries, and none of them 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.

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, 2023.

Certain information in the table concerning stockholders other than our directors and officers is based on information contained in filings made by such beneficial owners 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, 2023, there were 49,197,958 shares of ASGN common stock outstanding.

The following tables set forth the beneficial ownership of ASGN's common stock as of Marc 31, 2023 of 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 (# of shares)	Percent of Common Stock(4)

FMR LLC	5,996,690(1)	11.7%
245 Summer Street
Boston, MA 02210
BlackRock, Inc.	5,893,259(2)	11.5%
55 East 52nd Street
New York, NY 10055
The Vanguard Group, Inc.	4,927,926(3)	9.6%
100 Vanguard Blvd.
Malvern, PA 19355


(1)			Based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by FMR LLC (“FMR”) on its own behalf and on behalf of several affiliated entities, FMR has sole dispositive power of all of the listed Company's shares. FMR lists the following subsidiaries, affiliates, other companies and persons on whose behalf the filing was made who may also beneficially own, or be deemed to beneficially own, shares of our common stock: FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, Strategic Advisers LLC, Abigail P. Johnson and members of the Johnson family.
(2)			Based on information contained in a Schedule 13G/A filed with the SEC on January 26, 2023 by BlackRock, Inc. on behalf of various subsidiaries, BlackRock, Inc. directly or indirectly has sole voting power of 5,788,595 shares of our common stock, and sole dispositive power of 5,893,259 shares. The subsidiaries listed in the filing as beneficially owning the shares set forth above include: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, 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., BlackRock Investment Management (Australia) Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd.
(3)			Based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. (“Vanguard”) on its own behalf and on behalf of certain clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, Vanguard has shared voting power of 84,330 shares of the Company’s common stock, sole dispositive power over 4,791,948 shares, and shared dispositive power over 135,978 shares.
(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 49,197,958 shares of the Company’s common stock outstanding as of March 31, 2023. 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, 2023.

Ownership of Directors and Management of ASGN

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership (# of shares)(3)

Percent of Common Stock(4)

Brian J. Callaghan(1)

321,741

Joseph W. Dyer

7,374

Mark A. Frantz

8,415

Maria R. Hawthorne

2,712

Jonathan S. Holman

10,672

Mariel A. Joliet

10,043

Marty R. Kittrell

4,265

Carol J. Lindstrom

3,585

Arshad Matin

11,094

Edwin A. Sheridan, IV(2)

734,339

1.4%

Theodore S. Hanson

354,817

Randolph C. Blazer

125,372

Marie L. Perry

2,546

Jennifer H. Painter

44,523

Rose L. Cunningham

3,133

Edward L. Pierce

108,355

All directors and executive officers as a group (16 persons)

1,752,986

3.4%


*			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 in which he and his wife are both trustees, with the exception that 5,245 shares are held in his name directly.
(2)			Mr. Sheridan holds 40,644 of the ASGN shares he beneficially owns in a revocable trust, 690,414 shares 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, and the remainder are held in his name directly.
(3)			All amounts shown include shares available upon vesting of RSUs that will vest within 60 days of March 31, 2023, including the number of shares that were expected to be issued to the named executive officers upon certification of performance-based RSUs vesting on April 8, 2023.
(4)			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 49,197,958 shares of the Company’s common stock outstanding as of March 31, 2023, plus the number of shares of common stock that are issuable upon the vesting of RSUs within 60 days of March 31, 2023 held by such individual (but not giving effect to the shares of common stock that are issuable upon the vesting of RSUs held by others).

The following individuals were executive officers of ASGN in 2022:

Name

Age

Title

Years Experience in Industry

Years with ASGN

Theodore S. Hanson*

Chief Executive Officer

over 20 years in industry

24 years with ASGN and Apex Systems

Randolph C. Blazer*

President

over 40 years in industry

16 years with ASGN and Apex Systems

Marie L. Perry*

EVP, Chief Financial Officer

7 years CFO experience

1 year

Jennifer H. Painter*

SVP, Chief Legal Officer and Secretary

17 years GC experience

10 years

James L. Brill

SVP, Chief Administrative Officer and Treasurer

over 35 years as finance executive

16 years

Rose L. Cunningham*

VP, Chief Accounting Officer and Controller

over 10 years as a controller

10 years

Edward L. Pierce*

Former EVP, Chief Financial Officer, and Executive Advisor

over 20 years CFO experience

11 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 biography of our Chief Executive Officer is included in the section above entitled "Director Nominees Up for Election" on p. 5.

Randolph C. Blazer joined ASGN as President of Apex Systems in May 2012 as a result of the Company's acquisition of Apex Systems, and was promoted to President of the Company in January 2022. Prior to the acquisition, Mr. Blazer served as Apex Systems' Chief Operating Officer from 2007 to 2012. 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 InSite Holdings, 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.

Marie L. Perry joined ASGN in January 2012 as Executive Vice President, Finance, and was promoted to the role of Executive Vice President, Chief Financial Officer in August 2022. Prior to ASGN, Ms. Perry was chief financial officer for the U.S. division of Brinks, Incorporated, a NYSE-traded global leader in total cash management, route-based secure logistics and payment solutions, from August 2020 to January 2022. Prior to Brinks, Ms. Perry was chief financial and chief administrative officer for Jamba Juice, Inc., a lifestyle brand built on offering premium blended beverages from May 2016 to January 2019. From 2003 to 2016, she held increasing roles at Brinker International, Inc., a casual dining company with over 1,600 locations and 100,000 employees, beginning with assistant controller to vice president to acting chief financial officer, controller and treasurer. From 1994 to 2003 she was a manager then managing director of corporate accounting at AMR Corporation (American Airlines) and a certified public accountant at KPMG US LLP from 1990 to 1998. An industry and

community leader, Ms. Perry was named one of the 50 Most Powerful and Influential Women in Texas by the Texas Diversity Council. From 2018 to present, Ms. Perry has served on the audit and compensation committees for the board of directors of Ruth’s Hospitality Group, a fine dining steakhouse company trading on NASDAQ with over 150 locations worldwide. Ms. Perry received her bachelor of business administration degree in accounting from Texas A&M University and her master of business administration degree from The University of Texas at Austin.

Jennifer Hankes Painter joined ASGN in June 2013 as its General Counsel and Secretary and was promoted to Senior Vice President, Chief Legal Officer in 2014. Ms. Painter focuses 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, 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. 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 that was later acquired for $1.9 billion by Siemens in July 2006. Mr. Brill was also the 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.

Rose L. Cunningham joined ASGN in September 2013 as Assistant Controller and was promoted to the role of Vice President, Finance and Corporate Controller in July 2014. In December 2022 she was appointed as the Chief Accounting Officer of ASGN in addition to her Controller role. From 2005 to 2012, Ms. Cunningham held various roles, including senior manager and senior director of financial reporting, and vice president, corporate controller, at THQ Inc., a former NASDAQ-traded global developer and publisher of interactive entertainment software. From 2002 to 2005, Ms. Cunningham held various roles including controller at Clearant, Inc., a start-up biotechnology company. She began her career in public accounting as an auditor working for Arthur Andersen LLP and Ernst & Young LLP from 1998 to 2002. She received her bachelor of science degree in accounting from Loyola Marymount University and is a certified public accountant (inactive).

Edward L. Pierce joined ASGN in September 2012 as Executive Vice President and Chief Financial Officer, and he remained in that position until August 2022, when he transitioned to the role of Executive Advisor until his retirement in March 2023. Prior to his role as the Company's Chief Financial Officer, 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.

Compensation Committee Chair Letter

Dear Stockholder,

2022 marked another strong year for ASGN. While the broader impacts of COVID-19 slowly subsided, we continued to face significant macroeconomic challenges including rapid inflation and the conflict in Ukraine. Despite these challenges, our team managed to produce excellent, industry-leading results. Notable achievements in 2022 include:

•Full year revenues of approximately $4.6 billion, up 14.3 percent year-over-year and representing a new Company record;

•Net income from continuing operations of $266.9 million, up 15.1 percent year-over-year (with net income of $268.1 million, which is 34.6 percent less than the prior year, as 2021 included the gain on sale of our Oxford business);

•Adjusted EBITDA1 improved 15.8 percent as compared to 2021, at a margin of 12.2 percent;

•IT consulting services is approaching 50 percent of our total revenues, increasingly focusing our business on high-end, higher margin consulting work; and

•Continued progress on and achievement of our ESG and DEI commitments, including exceeding 40 percent diversity in executive/senior-level officer and manager roles, ahead of our 2025 target, and becoming a signatory to the UN Women's Empowerment Principles.

As a committee, we believe that our executive compensation program effectively supports our business strategy and aligns our leadership team with our stockholders' interests. Executives are motivated to achieve strong top- and bottom-line growth as well as market-leading shareholder returns, with one of the components of their three-year equity grants being total stockholder return relative to our peers. Our stockholders have expressed support for our programs, both through direct feedback and through a 98.8% support on our 2022 Say on Pay vote. Given this strong level of support and the continued effectiveness of our programs, we maintained our designs for 2022 and planned no significant changes for 2023. In the following Executive Compensation Discussion and Analysis section, our goal is to be completely clear and transparent on steps taken to support our objectives, and to demonstrate our unequivocal emphasis on tying pay to performance.

Jonathan S. Holman

(Compensation Committee Chair)

SEC Form DEF 14A filed by ASGN Incorporated