DEF 14A of Kforce Inc, Mar 13, 2026

DEF 14A of Kforce Inc

Filed Mar 13, 2026 · FY20250000930420-26-000013

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS The Board currently consists of three nominees and six continuing directors. The directors are divided into three classes serving staggered three-year terms. The following table sets forth (as of the date of this filing) the names, ages and certain other information for each of our directors (including those who are nominees for election at the Annual Meeting).

  2. OUR BOARD OF DIRECTORS

    | | Name | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | Independent | Audit Comm | Comp. Comm | Nomin. Comm | Corp. Gov. Comm | | | Board of Director Nominees for Election | | | | | | | | | | | | Class II | Derrick D. Brooks | 52 | Director | 2021 | 2026 | 2029 | | | | | | | | Ann E. Dunwoody | 73 | Director | 2016 | 2026 | 2029 | | | | | | | | N. John Simmons | 70 | Director | 2014 | 2026 | 2029 | | | | | | | | Continuing Directors | | | | | | | | | | | | Class III | Catherine H. Cloudman | 56 | Director | 2020 | 2027 | N/A | | | | | | | | David L. Dunkel | 72 | Chairman | 1994 | 2027 | N/A | | | | | | | | Mark F. Furlong | 68 | Director | 2001 | 2027 | N/A | | | | | | | Class I | Joseph J. Liberatore | 63 | CEO Director | 2021 | 2028 | N/A | | | | | | | | Randall A. Mehl | 58 | Director | 2017 | 2028 | N/A | | | | | | | | Elaine D. Rosen | 73 | Director | 2003 | 2028 | N/A | | | | | |

  3. OUR BOARD OF DIRECTORS

    | Legend: | | Lead Independent Director | | Chair | | Member | | Financial Expert |

  4. OUR BOARD OF DIRECTORS

    The Class II nominees identified above have been nominated to serve as directors for a three-year term expiring at the 2029 annual meeting of shareholders. All of the nominees are currently directors of Kforce and were previously elected by our shareholders.

  5. BIOGRAPHICAL INFORMATION FOR OUR DIRECTOR NOMINEES

    BIOGRAPHICAL INFORMATION FOR OUR DIRECTOR NOMINEES The biographies of each director nominee are set forth below, together with a description of the experiences, qualifications, attributes or skills that the Nomination Committee and the Board considered in determining that each nominee is well-qualified to serve as a director of Kforce.

  6. NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029

    NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029

  7. NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029

    | Derrick D. Brooks | | | | | | | Mr. Brooks was named the Chief Operating Officer of the University of South Florida Athletics in October 2025. He also serves as an on-field appeals officer for the National Football League. He was the Executive Vice President of Corporate and Community Development of Vinik Sports Group from 2019 to October 2025. He previously served as the President of Tampa Bay Sports & Football Entertainment LLC and was the owner of the Tampa Bay Storm Arena Football Team from 2011 to 2019. Mr. Brooks served as the Managing Member of Brooks 55 Labor Enterprises, L.L.C., a full-service temporary and direct hire staffing company that provided staffing, administrative solutions and on-time labor needs, from 2006 to 2012. He also served as an NFL analyst for ESPN from 2009 to 2011. From 1995 to 2009, Mr. Brooks played for the Tampa Bay Buccaneers, was a Super Bowl Champion and a nine time All-Pro. In 2014, Mr. Brooks was inducted into the Pro Football Hall of Fame and the Capital One Academic All-America Hall of Fame and was named the 2000 Walter Payton NFL Man of the Year Award Winner. Mr. Brooks has a long history of community leadership. Among his other activities and services, Mr. Brooks has been the President and Founder of the Derrick Brooks Charities, Inc. since 2003, and has served on the board of Brooks Debartolo Charities, Inc. since 2006. He previously served on the board of the Florida State Fair Authority from 2017 to 2022. He served as a member of the board of trustees of Florida State University from 2003 to 2011. He has also served on the boards of the Florida Department of Education Foundation from 2004 to 2010, St. Leo's University from 2007 to 2010, and the Florida Governor's Council on Physical Fitness from 2007 to 2010. The Board believes that Mr. Brooks brings a unique perspective to the Board through his experience in the sports and entertainment industry and provides valuable leadership experience and knowledge through his community involvement and familiarity with the staffing solutions industry. | | | Director since 2021 | | Other Current Public Company Board(s): None | Kforce Board Committee(s): Nomination and Corporate Governance | | Age | 52 | | |

  8. NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029

    | Ann E. Dunwoody | | | | | | | General (Ret.) Dunwoody was the first woman in U.S. military history to achieve the rank of four-star general. In November 2025, General (Ret.) Dunwoody became a member of the J.P. Morgan External Advisors Council to guide that firm’s new Security and Resiliency Initiative. She currently serves on the Fidelity Fixed Income Asset Allocation (FIAA) Board of Trustees and Audit Committee, and she joined the Nomination and Governance Committees in November 2025. She also serves on the Board of Directors of the Automattic Inc. Board of Directors. From 2008 until her retirement in 2012, she led and ran the largest global logistics command in the Army comprising 69,000 military and civilian individuals, located in all 50 states and over 140 countries with an annual budget of $60 billion dollars. Her prior board service includes Republic Services Inc., L-3 Communications, and the Florida Institute of Technology. She also served as the President of First 2 Four LLC and as a director of Noble Reach Foundation, a nonprofit formerly part of Logistics Management Institute. General (Ret.) Dunwoody is the author of “A Higher Standard: Leadership Strategies from the First Female Four Star General”, and has received numerous honors, including the Theodore Roosevelt NCAA award, the Ellis Island Medal of Honor, the Orde National du Merite and U.S. Military Academy’s 2019 Thayer Award. General (Ret.) Dunwoody brings to the Board extensive military and management experience, including managing a significant portion of the United States Army’s budget as Commanding General, U.S. Army Materiel Command. General (Ret.) Dunwoody is also certified as an NACD Governance Fellow. She has also served as a member of the Board of Directors on other publicly traded, private and not for profit companies. She is engaged in numerous charitable and civic activities, which the Board believes allows her to provide a valuable and varied perspective to the Board. | | | Director since 2016 | | Other Current Public Company Board(s): None | Kforce Board Committee(s): Nomination (Chair) and Corporate Governance | | Age | 73 | | |

  9. NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029

    | N. John Simmons | | | | | | | Mr. Simmons has been the CEO of Growth Advisors, LLC, an advisory firm focused on high-growth companies, since 2012. He previously served as the COO and CFO of DeMert Brands, Inc., a manufacturer and distributor of haircare products. He has served on various boards of directors, including Bonds.com Group, Inc. from 2013 to 2014; Loyola University New Orleans Board of Trustees from 2009 to 2015, during which he was Chairman of the Audit Committee and an Executive Committee member; Lifestyle Family Fitness, Inc. from 2001 to 2012; Technology Research Corporation as Chairman of the Compensation Committee from 2010 to 2011 and Lead Director and Chairman of the Governance and Nominating Committee from 2009 to 2010; Medquist, Inc. as Chairman of the Audit Committee from 2005 to 2007; and SRI Surgical Express, Inc. as Lead Director, then Chairman of the Board from 2001 to 2008. Earlier in his career, Mr. Simmons’ served as the CEO and President of Lifestyle Family Fitness, Inc.; President of New Homes Realty, a residential real estate company; President of Quantum Capital Partners, a venture capital firm; VP and Controller of Eckerd Corporation; CFO of Checkers Drive-In Restaurants; and audit partner for KPMG Peat Marwick. Mr. Simmons is an Audit Committee financial expert. He has extensive financial, accounting, management and director experience in several different industries. As a result, the Board believes that he brings valuable insight due to his extensive and varied experiences as a chief executive officer, chief financial officer, audit partner and director. | | | Director since 2014 | | Other Current Public Company Board(s): None | Kforce Board Committee(s): Audit and Corporate Governance | | Age | 70 | | |

  10. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS

  11. BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

    BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

  12. BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

    | CLASS III DIRECTORS - TERMS EXPIRE IN 2027 | | | | | Catherine H. Cloudman | | | | | | | Ms. Cloudman joined the board of D.J. St. Germain Company, LLC, an investment management company, in December 2025. She also serves on the board of Hussey Seating Company, a manufacturer of telescopic and stadium seating, where she has chaired the Personnel and Compensation Committee since 2015. In addition, Ms. Cloudman is a board member of Maine Community Bank, chairing the Director’s Loan Committee and serving on the Audit, Technology and Director’s Loan Risk Assessment committees. Prior to her Maine Community Bank board service, she was a board member of Gorham Savings Bank, which merged with Maine Community Bank as of January 1, 2025. She was also a board member of Systems Engineering, an employee-owned IT managed services company,from 2015 to December 2025. Ms. Cloudman sits on the Board of Zachau Construction, an employee-owned commercial construction firm, the Advisory Board of the engineering firm Sebago Technics and serves on the Investment Committee of the University of New England. Her previous board roles include Waynflete School, a PreK-12 independent day school, where she was Vice Chair, President and Board Chair until 2025, and Village Fertility Pharmacy until 2020. Earlier in her career, Ms. Cloudman co-founded and served as CFO of Apothecary by Design and its successor, Village Fertility Pharmacy, both national specialty pharmacies. Ms. Cloudman is an Audit Committee financial expert. The Board believes her considerable expertise and entrepreneurial background, including her experience as CFO at Apothecary by Design and its successor company, Village Fertility Pharmacy, brings unique insight to the Board with her in-depth knowledge of various ownership structures, experience as a CPA and management consultant, and overall financial and strategic management expertise. | | | Director since 2020 | | Other Current Public Company Board(s): None | Kforce Board Committee(s): Audit and Corporate Governance | | Age | 56 | | | | David L. Dunkel | | | | | | | Mr. Dunkel currently serves as the Chairman of the Board and previously served as Kforce’s CEO from the Firm’s incorporation in 1994 until his retirement in 2021. Due to his longstanding tenure at the Firm, Mr. Dunkel possesses a deep and unique understanding of the Firm’s business and operations. Prior to 1994, he served as President and CEO of Romac-FMA, one of Kforce’s predecessors, for 14 years. After his retirement, he continued as Chairman of the Board while serving in a limited, part-time non-executive role until 2023 upon the successful completion of the CEO transition. Today, Mr. Dunkel remains Kforce’s non-executive Chairman of the Board. In October 2025, Mr. Dunkel joined the Advisory Board of One Touch Direct, a Tampa-based call center company. The Board believes that Mr. Dunkel’s experience, coupled with his extensive knowledge of the staffing industry, provides strong, consistent leadership for the Firm. | | | Director since 1994 | | Other Current Public Company Board(s): None | | | Age | 72 | | | | Mark F. Furlong | | | | | | | Mr. Furlong has served as a member of the Board of Directors of ALTi Global, a global wealth and asset management firm, since 2023. In addition to his Board role, he is the Chair of the Audit and Transaction Committees and serves on the Compensation Committee. Previously, Mr. Furlong was a director of Heska Corporation, a provider of advanced veterinary diagnostic products, from 2019 until its sale in 2023, and a director of Antares Capital, a provider of financing solutions for private equity-backed transactions, from 2015 to 2023. From 2011 to 2015, Mr. Furlong served as President and Chief Executive Officer of BMO Harris Bank, N.A. Prior to its acquisition by BMO Harris Bank N.A. in 2011, he held several senior leadership roles at Marshall & Ilsley Corporation, including Chief Financial Officer in 2001, President in 2004, Chief Executive Officer in 2007 and Chairman in 2010. Earlier in his career, Mr. Furlong was an audit partner with Deloitte & Touche LLP. Mr. Furlong is an Audit Committee financial expert. The Board values his extensive experience, including his tenure as President and CEO of BMO Harris Bank, N.A., former Chairman, President, and CEO of Marshall & Ilsley Corporation, and his background as an audit partner with Deloitte & Touche LLP. This depth of expertise provides the Board with unique insights into capital allocation strategies, banking and accounting matters, as well as broad management and financial leadership. | | | Director since 2001 | | Other Current Public Company Board(s): ALTi Global (NASDAQ: ALTI) | Kforce Board Committee(s): Audit (Chair), Compensation and Corporate Governance | | Age | 68 | | |

  13. BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

    | CLASS I DIRECTORS - TERMS EXPIRE IN 2028 | | | | Joseph J. Liberatore | | | | | | Mr. Liberatore has served as the Chief Executive Officer of Kforce since January 2022. He joined the Board as a director in November 2021, and was elected by shareholders in April 2022. He has served as Kforce’s President since January 2013 and previously served as Corporate Secretary from February 2007 to February 2013, Chief Financial Officer from October 2004 to December 2012, Executive Vice President from July 2008 to December 2012, Senior Vice President from 2000 to July 2008, Chief Talent Officer from 2001 to 2004 and Chief Sales Officer from September 2000 to August 2001. Mr. Liberatore has served in various other roles in Kforce (and its predecessors) since he joined the Firm in 1988. The Board believes that this experience, coupled with his extensive knowledge of the staffing industry, provides strong, consistent leadership and allows him to serve as a highly effective bridge between the Board and management. In addition, in his capacity as CEO, Mr. Liberatore frequently meets with shareholders, clients and other Firm stakeholders to communicate our business and strategy and to understand their various perspectives and insights, which he is then able to relay to the Board for consideration and assessment. | | Director since 2021 | | Other Current Public Company Board(s): None | | Age | 63 | |

  14. BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

    | Randall A. Mehl | | | | | | | Since 2017, Mr. Mehl has served as the President and Chief Investment Officer of Stewardship Capital Advisors, LLC, which manages a family office fund focused on investments in various technology and services sectors. He also currently serves on the Board of Directors of two public companies, Insperity, Inc. and ICF International, Inc., where he chairs the Human Capital Committee. Mr. Mehl also serves on the board of Krueger International, a provider of contract furniture systems. He was Managing Director and partner at Baird Capital, a middle market private equity group, from 2005 to 2016, where he led a team specializing in business and technology services investments. From 1996 to 2005, Mr. Mehl was a senior equity research analyst with Robert W. Baird & Company, covering various areas within the technology and services sectors, including staffing. Mr. Mehl has previously served on the boards of several private technology and services companies and participated on investment committees for multiple private equity funds. He brings valuable expertise to the Board through his deep domain knowledge in technology services and staffing, his experience in assessing and supporting executive leadership and governance practices, and his experience in evaluating, acquiring and selling services-oriented businesses. | | | Director since 2017 | | Other Current Public Company Board(s): ICF International, Inc. (NASDAQ: ICFI); Insperity, Inc. (NYSE: NSP) | Kforce Board Committee(s): Compensation (Chair), Nomination and Corporate Governance | | Age | 58 | | |

  15. BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS

    | Elaine D. Rosen | | | | | | | Ms. Rosen has served as a director of Assurant, Inc., a leading provider of specialized insurance and insurance-related products and services, since March 2009 and became the non-executive Chair of its Board in November 2010. She previously served as Chair of the Board of The Kresge Foundation from 2007 to 2022. Ms. Rosen is actively involved in the nonprofit sector, serving as trustee or director for several organizations. She is a past Chair of the Board of Preble Street, a homeless services collaborative in Portland, Maine, and has been a trustee of the Foundation for Maine’s Community Colleges since 2008. She also served as a director of the Elmina B. Sewall Foundation from 2008 to 2012 and as a director of Downeast Energy Corp., a privately held provider of heating products and building supplies, from 2003 to 2012. Earlier in her career, Ms. Rosen held numerous leadership roles at Unum Life Insurance Company of America, including serving as President, from 1975 to 2001. Ms. Rosen brings extensive experience as a senior executive in the insurance industry and as a director of both corporate and charitable organizations, including serving as Chair of one of the nation’s largest private foundations. Her leadership roles - as prior Chair of Kforce’s Compensation Committee, non-executive Chair of Assurant, Inc.’s Board, and Lead Independent Director at Kforce - underscore her deep expertise in board governance, executive compensation, and overall board leadership. The Board believes these qualifications are significant assets that enhance its effectiveness. | | | Director since 2003 | | Other Current Public Company Board(s): Assurant, Inc. (NYSE: AIZ) | Kforce Board Committee(s): Lead Independent Director, Corporate Governance (Chair) and Compensation | | Age | 73 | | |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows the annual compensation components for our directors for the year ended December 31, 2025, and the aggregate outstanding stock awards as of December 31, 2025, except for Mr. Liberatore who does not receive compensation for his service on the Board:

  17. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | All Other Compensation (3) ($) | Total ($) | Unvested Restricted Stock (4) | Deferred Restricted Stock Units (4) | | Derrick D. Brooks | $95,000 | $139,985 | $14,433 | $249,418 | 3,304 | 10,324 | | Catherine H. Cloudman | $95,000 | $139,985 | $8,328 | $243,313 | 3,304 | 5,626 | | David L. Dunkel | $212,000 | $139,985 | $10,207 | $362,192 | 3,304 | 7,535 | | Ann E. Dunwoody | $110,000 | $139,985 | $8,963 | $258,948 | 3,304 | 5,625 | | Mark F. Furlong | $125,000 | $139,985 | $4,661 | $269,646 | 3,304 | 3,304 | | Randall A. Mehl | $125,000 | $139,985 | $36,018 | $301,003 | 3,304 | 24,609 | | Elaine D. Rosen | $135,000 | $139,985 | $54,157 | $329,142 | 3,304 | 36,620 | | N. John Simmons | $95,000 | $139,985 | $4,661 | $239,646 | 3,304 | 3,304 |

  18. DIRECTOR COMPENSATION

    (1) For 2025, non-employee directors received the following annual compensation as approved by the Board:

  19. DIRECTOR COMPENSATION

    | Board retainer: | | | Chairman | $145,000 | | Other Directors | $45,000 | | Committee retainer: | | | Audit Committee, Chair | $15,000 | | Compensation Committee, Chair | $15,000 | | Nomination Committee, Chair | $15,000 | | Service fees: | | | Board service fees for Chairman | $67,000 | | Board service fees for Other Directors | $20,000 | | Committee service fees for each Committee Chair and Member | $15,000 | | Other: | | | Lead Independent Director | $40,000 |

  20. DIRECTOR COMPENSATION

    (2) On April 25, 2025, all directors were granted 3,188 shares of restricted stock that vest on April 24, 2026. The amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC 718, using the closing stock price on the grant date of $43.91. (3) The amounts reported in this column for all directors represent the dollar value of dividend equivalents credited on unvested restricted stock and deferred restricted stock units in the form of additional restricted stock. (4) The beneficial ownership of common shares as of the Record Date for each of our directors is reported in the “Security Ownership of Certain Beneficial Owners and Management” section of this report.

  21. EXECUTIVE SUMMARY

    Management and the Board reaffirmed the Firm’s strategic priorities, including (i) the implementation of Workday as our future state enterprise cloud application for HCM and financials, (ii) our integrated strategy efforts, (iii) the evolution of our offshore delivery capability in Pune, India, and (iv) advancing our Firm’s strategies through leverage of AI. The objectives for the NEOs in 2025 were not limited to but were centered around the Firm’s strategic priorities given their depth and expected contribution to attaining our future financial objectives and, as a result, generating significant shareholder value. In light of the ongoing macroeconomic uncertainties, management continued to advance the Firm’s transformational strategic priorities in 2025, achieving measurable progress across several enterprise initiatives that remain central to our long‑term value‑creation objectives. We believe these efforts reflect disciplined execution in a year marked by persistent macroeconomic uncertainty and ongoing softness in the broader technology services market. For the year ended December 31, 2025, the Firm: •Experienced a year-over-year decline in revenue of 5.4% (5.1% per billing day) and adjusted diluted EPS of 22.0% while exercising disciplined cost management to mitigate the pressure on the bottom line from the lower revenues. •Delivered top-tier Technology organic revenue performance compared to our most comparable publicly-traded peers. •Our organic growth strategy has continued to put us in a solid position to return significant capital to our shareholders. In 2025, we returned $76 million in capital in the form of open market repurchases totaling $48.5 million and dividends of $27.5 million. Each of our strategic priorities represents a multi-year transformational effort and our people made tremendous progress in 2025, as we: •Achieved substantial advancements on the implementation of Workday through disciplined execution across key program milestones. During 2025, management completed initial testing for both human capital management and financial modules within our initial prototype tenant containing the full suite of Workday functionality. The team also enhanced data migration and resource plans to ensure continued data fidelity, and revised the program timeline to incorporate refinements stemming from the updated data migration approach. We remain on track for an early 2027 implementation date. •We made significant progress further integrating our consulting solutions offering throughout the Firm. Our integrated strategy efforts are centered around enhancing enterprise execution and ensuring a more cohesive go‑to‑market approach across sales, recruiting, consulting solutions and technology practice teams with the goal of accelerating future revenue growth and profitability enhancements. During 2025, we made several changes that better optimized the compensation practices across the Firm, unified our margin expectations across our Technology business, laid the foundation for enhanced productivity expectations, among several other items. Our consulting solutions offering contributed positively in 2025 to our financial results. •Completed the foundational build‑out of our delivery capability in Pune, India in 2025 referred to as Knowledgeforce India. Our India operation enhances the Firm’s ability to serve clients through a multi-shore delivery model and expands access to highly skilled technical talent. We began supporting our U.S. client engagements in January 2025, marking a significant milestone in the evolution of the Firm’s delivery strategy. •Formalized the Firm’s artificial intelligence strategy and related efforts by establishing a structured adoption roadmap to accelerate productivity gains and build baseline AI proficiency across the organization as well as define the necessary investments within the Firm to best position Kforce to capture AI-related future demand . In addition to the significant advancements made with respect to our strategic priorities, there were many other notable advancements and accolades. •During 2025, Kforce received several notable third‑party recognitions that reinforce the strength of our culture, our people‑first philosophy, and the effectiveness of our leadership. These awards include, but are not limited to: Best Workplace in Consulting and Professional Services, America's Best Recruiting Firms, Top Workplace in Tampa Bay and Great Place to Work. •Our business, among many others, has historically been susceptible to candidate embellishments. This has escalated over the last few years to be more organized, technology-enabled and systemic fraudulent misrepresentations, which created a heightened reputational risk for Kforce (and others in our space). We responded quickly to significantly bolster existing processes and procedures to address this, including additional identity validation steps and the implementation of AI-enabled technologies to assist in our efforts. As a result of our overall financial, operational and TSR performance, the Committee approved: •No incentive payout for the Revenue component due to below threshold performance partly due to the rigor in the financial performance metrics, and below target EPS annual incentive payout. •Near maximum attainment of individual performance objectives (MBOs) for each NEO due to the tremendous progress in our multi-year strategic initiatives, as noted in this section above. •Equity Long Term Incentive (LTI) payouts slightly below target payout levels based on Kforce’s TSR being slightly below the average TSR performance of the Performance Peer Group. Overall, the Committee believes the compensation levels for 2025 are reasonably aligned with the Firm’s performance and accomplishments.

  22. OUR COMPENSATION PRINCIPLES, COMPONENTS AND PRACTICES

    | What We Do | | What We Don’t Do | | | | Target Annual NEO Compensation at Market Median for Market Median Performance | | Define Market Median by Comparison to Companies Outside of our Primary Sector | | | Align Pay with Performance by Paying Higher Compensation for Above Median Performance and Lower Compensation for Below Median Performance | | Set Targets for Incentive Plans that are Easy to Attain | | | Ensure Performance-Based Compensation is the Largest Part of Total Compensation | | Provide Excessive Perquisites | | | Maintain a Clawback Policy | | Allow Repricing or Cash Buyouts of Previous Equity-Based LTI Grants | | | Ensure Equity-Based LTI Compensation is a Significant Component of Performance-Based Compensation | | Allow Hedging or Pledging of Company Stock or Other Related Activities | | | Require Minimum Levels of Share Ownership (for our Board and our executives) | | Create New Excise Tax Gross-ups | | | Adhere to Minimum Levels of Financial Performance that Must be Attained to Achieve Threshold Payout Levels Even in Adverse Economic Environments | | Create New or Materially Amend Executive Employment Agreements with Provisions for Severance Payouts Exceeding 1x Cash Compensation or Change in Control Severance Payouts Exceeding 2x Cash Compensation | | | Benchmark Compensation Against Other Similarly Sized (Considering Median Revenue and Market Capitalization Levels) Companies in our Sector | | |

  23. Our Executive Compensation Philosophy and Practices

    | Ensure Equity-Based LTI Compensation is a Significant Component of Performance-Based Compensation | The Committee believes equity-based LTI compensation should be a significant component of performance-based compensation to further align our NEOs’ interests with our shareholders in generating long-term shareholder returns. Equity LTI ranged from 65% to 74% of target total performance-based compensation for our NEOs in 2025. We believe the opportunity to earn the designated equity LTI performance objectives motivates the achievement of higher relative TSR and drives continued improved shareholder value; it also serves to retain our executives for the long term, given that our LTI awards have time-based vesting provisions of generally four years. |

  24. Our Executive Compensation Philosophy and Practices

    | Set Challenging Performance Objectives | The Committee seeks to establish rigorous yet attainable financial performance objectives for the NEOs under the annual incentive plan. These goals are intentionally calibrated to be demanding, as demonstrated by the fact that threshold and target levels have not been attained in every plan year, including 2023, 2024 and 2025. The performance objectives are structured to incentivize the NEOs to outpace market expectations, drive market share expansion, and strengthen profitability. |

  25. Our Executive Compensation Philosophy and Practices

    | Equity Plan Features and Practices | The Committee believes Kforce’s equity plans are structured to avoid problematic pay practices and features that could be detrimental to shareholder interests. None of our Stock Incentive Plans (as approved by shareholders since 2013) permit repricing or cash buyouts of underwater options or stock appreciation rights without shareholder approval. Our Stock Incentive Plans since 2017 require a minimum vesting period of one year on all award types although our typical vesting terms are between 4 and 10 years. In addition, our Stock Incentive Plans since 2019 require a minimum holding period of one year after exercise of any options and stock appreciation rights for all NEOs; we will also apply this policy to any awards granted outside of this plan. We do not currently grant stock options as a part of our equity compensation program to executive officers. If stock options were to be granted in the future, the Firm would not grant such options in anticipation of the release of nonpublic information that is likely to result in changes to the price of our common stock and would not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information, ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. |

  26. Our Executive Compensation Philosophy and Practices

    | Elimination of Excise Tax Gross-Up | In 2009, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements with its executives that contain excise tax gross-up provisions in the event of a change-in-control event going forward. Since the Committee’s resolution, all new or amended executive employment agreements have excluded excise tax gross-up provisions. As a result, the only remaining employment agreement which continues to include excise tax gross-up provisions is for Mr. Liberatore, which was last amended in 2008. |

  27. Peer Group and Benchmarking

    Peer Group and Benchmarking For the year ended December 31, 2025, the Committee used two peer groups to evaluate and structure executive compensation: the Performance Peer Group and the Compensation Peer Group. The Compensation Peer Group reflects a broader set of companies that are more closely aligned with Kforce in terms of size (revenue and market capitalization), although they may operate outside our primary industry or provide different services. The Committee believes that using multiple peer groups provides a more comprehensive and appropriate framework for benchmarking and supports a robust, well‑aligned compensation program. The Committee reviews the composition of both peer groups on an annual basis with the assistance of Pay Governance. Performance Peer Group The Performance Peer Group consists of publicly traded staffing and solutions companies that are engaged, or have subsidiaries, divisions or portions of their business engaged, in providing services that are reasonably comparable to Kforce. We utilize the financial performance of the companies included in the Performance Peer Group - or the performance of the portions of these companies that focus in providing services reasonably comparable to Kforce - to assess Kforce’s relative performance. For 2025, the Performance Peer Group consisted of the following companies:

  28. Peer Group and Benchmarking

    | ASGN Incorporated | Randstad AMS | | Korn Ferry | Resources Connection, Inc. | | ManpowerGroup Inc. | Robert Half Inc. |

  29. Peer Group and Benchmarking

    As it relates to the 2025 NEO compensation plan, the Performance Peer Group was specifically used to determine the value of equity LTI compensation by comparing Kforce’s TSR performance (over a three-year period) to the average TSR performance of the Performance Peer Group. The Performance Peer Group was not utilized in establishing target levels of compensation as that is the purpose of the Compensation Peer Group. Compensation Peer Group The Compensation Peer Group is based on a broader set of peers, which are more similar in terms of size (revenue and market capitalization) but may not be in the same industry. The primary objective for peer selection in this group is to benchmark executive compensation levels and gather insights into relevant market practices and trends. The Committee focuses on selecting peers that are publicly-traded professional staffing, technology solutions providers and human capital centric companies, including certain companies we consider to be our competitors. The Committee also selects peers that are similar in terms of size (as measured by revenue and market capitalization) that are in adjacent markets, but may not be considered a direct business competitor. The Committee reviews the median size of peer companies relative to Kforce’s size by balancing the inclusion of both larger and smaller companies. For 2025, our Compensation Peer Group consisted of the following companies:

  30. Peer Group and Benchmarking

    | ASGN Incorporated | Huron Consulting Group Inc. | Resources Connection, Inc. | | Barrett Business Services, Inc. | ICF International, Inc. | Robert Half Inc. | | CBIZ, Inc. | Kelly Services, Inc. | TrueBlue, Inc. | | The Hackett Group, Inc. | Korn Ferry | | | Heidrick & Struggles International Inc. | ManpowerGroup, Inc. | |

  31. Peer Group and Benchmarking

    The following table shows the financial statistics for the year ended December 31, 2024 and includes our percentile rank among the Compensation Peer Group:

  32. Peer Group and Benchmarking

    | (in thousands, except percentile rank) | Revenue | Market Capitalization | | 25th Percentile | $1,210 | $859 | | Median | $1,690 | $1,661 | | 75th Percentile | $3,780 | $3,315 | | Kforce Inc. | $1,405 | $1,090 | | Percentile Rank | 31 | 38 |

  33. Financial and Operational Summary

    Financial and Operational Summary While early 2025 began with optimism around U.S. economic growth and increased investment in technology initiatives, the macro environment remained challenging throughout the year, with significant disruption beginning in April 2025 as a result of global trade policy negotiations and the labor market data continuing to reflect a persistently weak and largely frozen hiring landscape characterized by prolonged stagnation in job gains. We believe the relative impact of AI on our client’s technology roadmaps and the effects of a fairly soft economy and weak labor market has created uncertainty, leading many organizations to proceed cautiously in their strategic planning and near‑term technology investments. Despite these conditions, our recent operating trends, combined with our historical experience, give us confidence that companies typically turn to flexible talent solutions as an initial step prior to making permanent hires while they assess the durability of the macro environment. The potential use of flexible talent solutions may be further influenced by the growing belief that the returns that will be generated from continuing AI investments may take longer to realize and may be more specific in nature to unique business problems rather than an overarching solution to all technology challenges. Our results in the fourth quarter of 2025 and the relatively stronger start to 2026 suggest greater confidence in the operating environment heading into 2026. We believe clients have maintained a meaningful backlog of strategically essential technology initiatives that they expect to advance once confidence in the macroeconomic outlook improves and their technology roadmaps are better defined. The following presents our Revenue and Adjusted Diluted Earnings per Share (“EPS”) performance over the last three fiscal years. *Represents non-GAAP Adjusted Diluted EPS for 2023 and 2024, as previously reported. The reconciliation of 2025 Adjusted Diluted EPS is included in Appendix B to this Proxy Statement. Revenue for the year ended December 31, 2025 decreased 5% to $1.33 billion, and Adjusted Diluted EPS of $2.09 per share declined 22% year over year. GAAP diluted EPS of $1.96 was adjusted by $0.13 related to the negative impact from organizational realignments and other non-recurring costs, net of income taxes, as detailed in Appendix B. While the Firm continues to operate efficiently, it became clear to us that we needed to adjust our structural costs to align with lower revenue levels without compromising investments in our strategic initiatives. We expect the annualized benefit from these difficult actions to be approximately $7.0 million. We generated a return on equity of 30% in 2025 and continued our historical practice of returning significant cash to our shareholders. We returned approximately $76.0 million of capital to our shareholders in the form of open market repurchases totaling $48.5 million and quarterly dividends totaling nearly $27.5 million during the year ended December 31, 2025. Since 2007, we have returned nearly $1.1 billion in capital to our shareholders, which represents approximately 75% of the cash our business has generated during such period. We believe our strong balance sheet and liquidity positions us to continue investing in our strategic priorities even in an uncertain macro environment, which we believe will benefit our shareholders in the long term. We remain confident in our strategic position and our ability to deliver above-market results while continuing to invest in initiatives that drive long-term growth and support our profitability objective of achieving approximately 8% operating margin when annual revenues return to $1.7 billion, which is more than 100 basis points higher than when that level was achieved in 2022. Our three-year TSR performance (the metric upon which equity LTI payouts are based) was slightly below the average TSR among our Performance Peer Group, which resulted in an equity LTI award for the NEOs that was slightly below Target. The following graph presents the three-year TSR performance of the Performance Peer Group and the comparison of Kforce’s three-year average TSR again the average TSR performance of the Performance Peer Group.

  34. 2025 NEO Compensation Components, Results and Determinations

    2025 NEO Compensation Components, Results and Determinations The following section discusses the compensation components and results for our NEOs during 2025. The compensation framework was comprised of base salary and performance-based components, including: •Annual incentive compensation, which was based on certain financial metrics (revenue and adjusted diluted EPS) and, to a lesser extent, individual NEO MBOs; and •Equity LTI compensation was based on Kforce’s three-year TSR performance relative to the average TSR of the Performance Peer Group. The Committee emphasizes the use of variable performance-based compensation over fixed compensation to effectively motivate our NEOs to drive operational performance. The following charts show fixed compensation (equal to salary) and the performance-based compensation components, each as a percentage of total direct compensation (TDC) for the CEO and for the other NEOs in the aggregate for 2025. We define TDC as the amount of total compensation derived from salary, annual incentives and equity LTI.

  35. 2025 NEO Compensation Components, Results and Determinations

    | 2025 ACTUAL COMPENSATION PAYOUTS |

  36. Salary

    Messrs. Kelly and Hackman had not received a base salary increase since 2022, despite their promotions to COO and CFO, respectively, in September 2023. The salary adjustments reflect the expanded responsibilities associated with their new roles, their expected future contributions, and their depth of experience. The most recent base salary increases for Messrs. Liberatore and Thomas occurred in 2023 and 2022, respectively. In consultation with Pay Governance, the Committee considered comparative market data from our Compensation Peer Group to ensure their compensation remained competitive and appropriately aligned with external benchmarks.

  37. Annual Incentive Compensation

    Annual Incentive Compensation Annual incentive compensation for 2025 was targeted at the median of our Compensation Peer Group. Actual payout levels of the annual incentive awards may be above or below target based on actual performance. In addition, our annual incentive awards require minimum performance thresholds for any payout to occur for specific performance measures and objectives. We believe the annual incentive effectively motivates our NEOs to drive operational performance without encouraging unreasonable risk. The Committee believes the achievement of year-over-year revenue growth and adjusted diluted EPS goals, when combined with other individual objectives, will result in sustainable long-term shareholder value creation. The annual incentive compensation for our NEOs for 2025 consisted of the following performance-based components: 1.A financial metric incentive (the Financial Performance Incentive). The 2025 Financial Performance Incentive represented 70% of the total target incentive award and was based on pre-determined levels of revenue growth and EPS performance. Revenue and EPS incentives continue to be the metrics we believe best demonstrate our annual progression towards generating long-term shareholder value and align to our profitability objectives of achieving double digit operating margins and returning significant capital to our shareholders. 2.An objectives-based incentive (the MBO Incentive) for individual accomplishments and management business objectives. The MBO Incentive represented 30% of the total target incentive award, which represents an increase from 20% in the 2024 NEO compensation plan. This weighting increase was based upon a market benchmarking study conducted by Pay Governance. Each of the above components is calculated as follows: (Salary) x (Target Annual Incentive Percentage) x (Target Annual Incentive Allocation Percentage) x (Payout Percentage of Target). The Target Annual Incentive Percentage and Allocation across each component is shown below.

  38. Annual Incentive Compensation

    | | | 2025 Annual Incentive | | 2025 Target Annual Incentive Allocation | | | | Name | 2025 Salary | % | $ | Revenue (20%) | EPS (50%) | MBO (30%) | | Joseph J. Liberatore | $925,000 | 125% | $1,156,250 | $231,250 | $578,125 | $346,875 | | David M. Kelly | $650,000 | 100% | $650,000 | $130,000 | $325,000 | $195,000 | | Jeffrey B. Hackman | $500,000 | 90% | $450,000 | $90,000 | $225,000 | $135,000 | | Andrew G. Thomas | $425,000 | 90% | $382,500 | $76,500 | $191,250 | $114,750 |

  39. Annual Incentive Compensation

    The following table provides the potential Financial Performance Incentive payout ranges as determined by the Committee, based on Revenue and adjusted diluted EPS. In determining the 2025 objectives for Revenue and adjusted diluted EPS, the Committee referenced a combination of average market growth rates in the staffing industry and average expectations among our Compensation Peer Group, along with analyst consensus expectations for Kforce. Revenue and Adjusted Diluted EPS amounts and the related year-over-year changes at Threshold, Target and Maximum performance levels are shown, and the levels between Threshold, Target and Maximum are interpolated.

  40. Annual Incentive Compensation

    | | Revenue (in millions) | Revenue Year-over-Year Growth (1) | Payout % of Target | Adjusted Diluted EPS | Year-over-Year Change | Payout % of Target | | Threshold | $1,400 | —% | 25% | $2.28 | (15)% | 25% | | Target | $1,442 | 3% | 100% | $2.68 | —% | 100% | | Maximum | $1,484 | 6% | 200% | $3.08 | 15% | 200% |

  41. Annual Incentive Compensation

    (1) Consistent with historical practice, we have taken a market-based approach to establishing target year-over-year revenue growth performance levels. Maximum revenue growth levels are two times target market-based growth, and threshold levels represent flat year-over-year revenue growth due to our historical compensation philosophy of not paying our NEOs for negative revenue growth. When establishing the 2025 performance objectives, the Committee considered the prevailing macroeconomic environment, the demand backdrop in the technology staffing and services sector, and external market expectations, including Staffing Industry Analyst (SIA) and other industry analyst consensus expectations. At the time targets were set, the Firm, and the broader industry, had experienced a prolonged period of year-over-year revenue declines, and external forecasts reflected continued uncertainty regarding the pace and timing of recovery. The Committee maintained a rigorous pay‑for‑performance structure with meaningful performance leverage and clear differentiation across threshold, target, and maximum outcomes. The Committee also continued to emphasize metrics that align with sustained value creation, including revenue performance and profitability (adjusted diluted EPS). Additionally, the plan design preserved downside protection through minimum performance requirements such that payouts would not occur absent achievement of specified threshold levels. The Committee believes this approach balanced appropriate rigor with realistic goal‑setting, supported strong motivational value, and maintained alignment between incentives, operating performance, and shareholder outcomes. For 2025, we achieved revenue of $1.33 billion, which fell below threshold levels and resulted in no revenue incentive payout being achieved. In addition, we achieved adjusted diluted EPS of $2.09 for 2025. In assessing EPS attainment for 2025 for purposes of the Financial Performance Incentive, the Committee considered the unanticipated negative impact that the Federal Government disruption (ex. Department of Government Efficiency (“DOGE”), U.S. tariffs, U.S. government shutdown) had on the Firm in addition to certain other items (that were both positive and negative impacts). The Committee approved EPS attainment of $2.53, a $0.44 difference, which is between threshold and target levels (resulting in a 67% payout for the EPS metric). The Committee believes this EPS attainment was a more accurate representation of performance because of certain unique circumstances that were outside of the Firm’s control and unknown at the time of the approval of the plan. See Appendix B for a quantitative reconciliation. For purposes of the MBO Incentive, the Committee considers each individual’s accomplishments based on pre-established management business objectives and overall operational performance. As with the Financial Performance Incentive goals, the Committee strives to establish individual goals at levels intended to effectively motivate superior operational performance and advance the strategies of the Firm without encouraging unreasonable risk. The 2025 MBO Incentive for the NEOs, as described previously, was primarily focused on our multi-year strategic objectives: (i) the implementation of Workday as our future state enterprise cloud application for HCM and financials, (ii) our integrated strategy efforts, (iii) the evolution of our offshore delivery capability in Pune, India, and (iv) advancing our Firm’s strategies through leverage of AI. The 2025 MBO Incentive also included various individual objectives for each NEO outside of the Firm’s strategic objectives. In 2025, as described earlier in the CD&A, our NEOs significantly advanced each of our multi-year transformational strategic initiatives while delivering strong relative financial performance, including our top-tier Technology organic revenue performance compared to our most comparable publicly-traded peers. Our NEOs also took decisive actions to navigate the challenges posed by lower revenue and profitability levels, ensuring the business remained resilient and positioned for long-term value creation. Due to the aforementioned items, the Committee approved the MBO Incentive payout at 185% for the NEOs for the year ended December 31, 2025. When taken together with 0% and 67% being earned for the Revenue and EPS components, respectively, and, as a result, overall annual incentive compensation was below target levels (89% of target) for the NEOs. The annual incentives earned in 2025 for each NEO is shown in the table below:

  42. Annual Incentive Compensation

    | | | 2025 Attainment as a % of Target | | | 2025 Incentive Payouts | | | | | Name | Target Annual Incentive | Revenue (20%) | EPS (50%) | MBO (30%) | Revenue | EPS | MBO | Total | | Joseph J. Liberatore | $1,156,250 | —% | 67% | 185% | $— | $387,344 | $641,719 | $1,029,063 | | David M. Kelly | $650,000 | —% | 67% | 185% | $— | $217,750 | $360,750 | $578,500 | | Jeffrey B. Hackman | $450,000 | —% | 67% | 185% | $— | $150,750 | $249,750 | $400,500 | | Andrew G. Thomas | $382,500 | —% | 67% | 185% | $— | $128,138 | $212,288 | $340,426 |

  43. Annual Incentive Compensation

    The increase in Target Annual Incentive for Messrs. Liberatore, Kelly, Hackman and Thomas are directly related to the increase in base salaries for 2025, as noted above.

  44. Equity Long-Term Incentive

    Equity Long-Term Incentive Equity LTI awards are 100% performance based, and our LTI performance objectives are set to align executive and shareholder interests. Actual payout levels for the equity LTI may be above or below target based on actual performance and require minimum performance thresholds for any payout to occur. Equity LTI awards for performance relative to our Performance Peer Group, after having been deemed achieved based on our relative performance, are awarded by the Committee in the form of a restricted stock grant that has three to four-year time-based vesting periods. The equity LTI compensation was based on three-year TSR performance (January 1, 2023 to December 31, 2025) relative to our Performance Peer Group. The following table shows the dollar value of the equity LTI grant for each of the NEOs at threshold, target and max based on our TSR performance versus the average TSR of the Performance Peer Group:

  45. Equity Long-Term Incentive

    | Name | Threshold | Target | Max | | Joseph J. Liberatore | $1,625,000 | $3,250,000 | $4,875,000 | | David M. Kelly | $750,000 | $1,500,000 | $2,250,000 | | Jeffrey B. Hackman | $588,000 | $1,175,000 | $1,763,000 | | Andrew G. Thomas | $350,000 | $700,000 | $1,050,000 |

  46. Equity Long-Term Incentive

    Payout with respect to our three-year TSR performance compared to the average three-year TSR of the Performance Peer Group is determined as the absolute mathematical difference between our TSR performance percentage and the average percentage of TSR of the Performance Peer Group on an interpolated basis:

  47. Equity Long-Term Incentive

    | Three-Year TSR Performance | TSR Performance Payout Percentage | | More than 25% below the average TSR for the Performance Peer Group | —% | | 25% below the average TSR for the Performance Peer Group | 50% (Threshold) | | 0% difference between the average TSR for the Performance Peer Group | 100% (Target) | | 25% or more above the average TSR for the Performance Peer Group | 150% (Max) |

  48. Equity Long-Term Incentive

    The table below illustrates the key performance results and resulting grant information for the 2025 LTI awards:

  49. Equity Long-Term Incentive

    | Measurement Period | Kforce TSR Performance | Average TSR Performance of Performance Peer Group | Result | Grant Date of Restricted Stock Award | Grant Date Closing Stock Price | | 2023-2025 | (38.1)% | (37.6)% | (0.5)% - Below Target | 12/31/2025 | $30.92 |

  50. Equity Long-Term Incentive

    The table below illustrates the equity LTI awards, including the number of shares and the grant date fair value. Having made equity grants based upon attainment of performance criteria, the Committee believes the restricted stock awards’ additional time-based vesting requirements further align compensation with our long-term performance and our shareholders’ interests, and also act as a significant retention vehicle for these executives.

  51. Equity Long-Term Incentive

    | Name | Type of Award | # of Shares | Grant Date Fair Value | | Joseph J. Liberatore | Annual LTI | 104,059 | $3,217,504 | | David M. Kelly | Annual LTI | 48,027 | $1,484,995 | | Jeffrey B. Hackman | Annual LTI | 37,622 | $1,163,272 | | Andrew G. Thomas | Annual LTI | 22,413 | $693,010 |

  52. Other Compensation Practices, Policies and Information

    | Kforce Nonqualified Deferred Compensation Plan | Kforce maintains a nonqualified deferred compensation plan in which eligible management and highly compensated key employees, as defined by IRS regulations, may elect to defer all or part of their compensation to later years. Amounts deferred are indexed to investment options selected by the eligible employees, and the increase or decrease in value is based upon the performance of the selected investments. Eligible employees are permitted to change investment options and scheduled distributions annually. Kforce has insured the lives of certain participants in the deferred compensation plan to assist in the funding of the deferred compensation liability. Employer matching contributions to the nonqualified deferred compensation plan are discretionary and are funded annually, as approved by the Board. |

  53. Other Compensation Practices, Policies and Information

    | Employment, Severance and Change in Control Agreements | Kforce has employment agreements in place with each of its NEOs that provide severance benefits under specified termination scenarios, including termination following a change in control, as defined in those employment agreements. The Committee believes these arrangements serve the best interests of Kforce and its shareholders by supporting the retention of key leadership and recognizing the critical contributions of the NEOs. The specific amounts the NEOs would receive under the employment agreements are described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement below. The Committee believes the employment agreements are an essential component of the executive compensation program and are helpful in attracting and retaining executive talent in a competitive market. The Committee periodically evaluates the benefits provided under the employment agreements to ensure they continue to support Kforce’s retention objectives, remain aligned with market practice, and are reasonable. In 2009, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements with its executives, that contain excise tax gross-up provisions going forward. In 2017, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements with its executives, that contain provisions for severance payments that exceed 1x cash compensation or change in control severance payments that exceed 2x cash compensation. Mr. Liberatore is the only NEO with an employment agreement containing an excise tax gross-up provision and provisions for severance payment of 2.00 times cash compensation and change in control severance payment of 2.99 times cash compensation, since his agreement was executed in December 2006. |

  54. SUMMARY COMPENSATION TABLE (SCT)

    SUMMARY COMPENSATION TABLE (SCT)

  55. For Fiscal Years Ended December 31, 2025, 2024 and 2023

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) (3) | All Other Compensation (4) | Total | | Joseph J. Liberatore | 2025 | $925,000 | $3,217,504 | $1,029,063 | $244,254 | $5,415,821 | | Chief Executive Officer | 2024 | $875,000 | $2,699,997 | $393,750 | $237,077 | $4,205,824 | | | 2023 | $875,000 | $3,034,998 | $437,500 | $224,328 | $4,571,826 | | David M. Kelly | 2025 | $650,000 | $1,484,995 | $578,500 | $85,968 | $2,799,463 | | Chief Operating Officer | 2024 | $540,000 | $1,206,009 | $194,400 | $82,828 | $2,023,237 | | | 2023 | $540,000 | $1,130,009 | $194,400 | $85,339 | $1,949,748 | | Jeffrey B. Hackman | 2025 | $500,000 | $1,163,272 | $400,500 | $50,391 | $2,114,163 | | Chief Financial Officer | 2024 | $400,000 | $819,995 | $129,600 | $41,998 | $1,391,593 | | | 2023 | $400,000 | $452,517 | $144,000 | $43,654 | $1,040,171 | | Andrew G. Thomas | 2025 | $425,000 | $693,010 | $340,426 | $48,068 | $1,506,504 | | Chief Experience Officer | 2024 | $400,000 | $639,973 | $129,600 | $43,219 | $1,212,792 | | | 2023 | $400,000 | $520,009 | $144,000 | $44,810 | $1,108,819 |

  56. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  57. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  58. GRANTS OF PLAN-BASED AWARDS

    | Name | Type of Award | Date Plan Approved | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards No. of Shares of Stock | Grant Date Fair Value | | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Joseph J. Liberatore | Annual Incentive (1) | 1/30/2025 | | $289,063 | $1,156,250 | $2,312,500 | — | $— | | | Equity LTI (2) | 1/30/2025 | 12/31/2025 | $— | $— | $— | 104,059 | $3,217,504 | | David M. Kelly | Annual Incentive (1) | 1/30/2025 | | $162,500 | $650,000 | $1,300,000 | — | $— | | | Equity LTI (2) | 1/30/2025 | 12/31/2025 | $— | $— | $— | 48,027 | $1,484,995 | | Jeffrey B. Hackman | Annual Incentive (1) | 1/30/2025 | | $112,500 | $450,000 | $900,000 | — | $— | | | Equity LTI (2) | 1/30/2025 | 12/31/2025 | $— | $— | $— | 37,622 | $1,163,272 | | Andrew G. Thomas | Annual Incentive (1) | 1/30/2025 | | $95,625 | $382,500 | $765,000 | — | $— | | | Equity LTI (2) | 1/30/2025 | 12/31/2025 | $— | $— | $— | 22,413 | $693,010 |

  59. GRANTS OF PLAN-BASED AWARDS

    (1) These amounts represent the estimated payouts under the 2025 annual incentive compensation plan. The threshold, as defined in Item 402(d) of Regulation S-K, represents the minimum amount payable upon attaining minimum performance thresholds established by the Committee each year. If the minimum performance thresholds are not attained, there would be no payout. The maximum payout is 200% of the target multiplier for all components of the 2025 annual incentive compensation plan. Actual payments for annual incentive compensation earned during 2025 are listed in the “Non-Equity Incentive Plan Compensation” column of the SCT. (2) The performance based equity LTI awards granted in the form of restricted stock under the 2025 Stock Incentive Plan on December 31, 2025 had a three-year or four-year vesting period, vesting equally on an annual basis. Restricted stock awards contain the right to forfeitable dividends in the form of additional shares of restricted stock at the same rate as the cash dividend on common stock and containing the same vesting provisions as the underlying award. The fair market value of restricted stock is determined based on the closing stock price of Kforce’s common stock on the date of grant. The stock price and grant date fair value for these awards was $30.92, which was the closing stock price on December 31, 2025. The aggregate grant date fair value of the awards is included within the amounts presented in the “Stock Awards” column of the SCT.

  60. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  61. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  62. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY (2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (3) ($) | | Joseph J. Liberatore | $— | $— | $— | $— | $— | | David M. Kelly | $— | $— | $— | $— | $— | | Jeffrey B. Hackman | $— | $— | $— | $— | $— | | Andrew G. Thomas | $— | $— | $227,870 | $— | $1,315,650 |

  63. NONQUALIFIED DEFERRED COMPENSATION

    (1) None of our NEOs participated in Kforce’s nonqualified deferred compensation plan during 2025. (2) The aggregate earnings for 2025 represents appreciation or depreciation in the market value of the respective accounts’ holdings and interest and dividends generated thereon. These amounts were not reported in the “Nonqualified Deferred Compensation” column of the SCT for 2025 as there were no above-market or preferential earnings generated. (3) The aggregate balance includes amounts related to employer contributions made by Kforce that were previously reported in the SCTs for prior years.

  64. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes amounts that would have been payable to the NEOs for various service termination or change in control (CIC) scenarios on December 31, 2025.

  65. Potential Payments

    Potential Payments The table on the following page displays the amounts that would have been payable to the NEOs for various service termination or CIC scenarios on December 31, 2025. The amounts that would actually be payable to the NEOs, if employment termination or a CIC were to occur in the future, would be different than those set forth in the table below, which are calculated under the assumption that the event occurred on December 31, 2025 and based on the closing price of Kforce’s common stock on the last trading day of the year. We note that such payments are contingent upon various factors in place at the time of the occurrence of the assumed event, including, but not limited to: each NEO’s current salary rate; annual incentive awards and equity LTI; the amount and type of unvested equity and other incentive awards held by the NEO; the trading price of Kforce’s common stock; the cost of providing employee benefits; the NEO’s elections of employee benefits; the NEO’s age and/or years of service with Kforce; the date of termination; the circumstances of the termination; and the NEO’s historical salary, annual cash incentives and equity LTI.

  66. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  67. CEO PAY RATIO

    CEO PAY RATIO Under the applicable SEC rules, we calculated the ratio of our CEO’s total annual compensation to the median of the total annual compensation of our employees using a reasonable estimate. As of December 31, 2025, Kforce employed approximately 1,600 associates and 7,800 consultants on assignment providing staffing services and solutions to our clients. The majority of the consultants are employed directly by Kforce with the remainder consisting of independent contractors. To determine our median employee, we compiled a list of all employees from our payroll records, including all full-time, part-time, temporary and seasonal employees who were employed as of December 31, 2025, which included our consultants that were directly employed by Kforce as of that date, but did not include the independent contractors. We examined all wages as reportable on Form W-2 for 2025 for these individuals, excluding our CEO. We annualized the compensation for any full-time and part-time employees that were not employed by us for the entire 2025 fiscal year, except for our consultants as they are considered temporary per our interpretation of the SEC guidelines, therefore we did not annualize their compensation. As such, our employee population includes a significant number of individuals that do not reflect a full year of compensation due to the short-term nature of their assignments. Mr. Liberatore had $5,415,821 in total annual compensation for 2025, as reflected in the SCT included in this Proxy Statement. Our median employee had total annual compensation of $67,590 for 2025, which was calculated on the same basis as Mr. Liberatore’s compensation for the purposes of the SCT. As a result, we estimate Mr. Liberatore’s total compensation for 2025 was approximately 80 times that of our median employee. Given the different methodologies that various companies use to determine an estimate of their CEO pay ratio, and given the uniqueness of our temporary employee population, we do not believe that this estimated ratio should be used as a basis for comparison with other companies.

  68. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information regarding the relationship between executive compensation and our financial performance in accordance with Item 402(v) of Regulation S-K. The table below summarizes compensation values both previously reported in our SCT and the adjustments to derive to the Compensation Actually Paid (CAP). Note that for our NEOs other than our principal executive officer (the PEO), the compensation figures are reported as an average.

  69. PAY VERSUS PERFORMANCE

    | Pay Versus Performance Table | | | | | | | | | | Fiscal Year | SCT Total for PEO (1) ($) | Compensation Actually Paid to PEO (1) (4) ($) | Average SCT Total for non-PEO NEOs (2) ($) | Average Compensation Actually Paid to non-PEO NEOs (2) (4) ($) | Value of Initial Fixed $100 Investment Based on | | Net Income (in millions) ($) | Revenue (in millions) ($) | | | | | | | TSR ($) | Performance Peer Group TSR (3) ($) | | | | 2025 | $5,415,821 | $3,821,212 | $2,140,043 | $1,875,727 | $77 | $71 | $35 | $1,329 | | 2024 | $4,205,824 | $5,731,169 | $1,542,541 | $2,087,310 | $159 | $107 | $50 | $1,405 | | 2023 | $4,571,826 | $9,383,427 | $1,366,246 | $2,771,680 | $185 | $128 | $61 | $1,532 | | 2022 | $5,564,913 | $2,066,802 | $1,982,332 | $754,954 | $146 | $115 | $75 | $1,711 | | 2021 | $6,329,950 | $11,686,235 | $3,629,803 | $6,925,993 | $197 | $144 | $75 | $1,580 |

  70. PAY VERSUS PERFORMANCE

    (1) Mr. Liberatore, President and CEO, is reflected in the table as the PEO for 2025, 2024, 2023 and 2022. Mr. Dunkel, current Chairman of the Board, was the CEO until he retired effective December 30, 2021, and is reflected as the PEO for 2021. (2) Reflects average compensation amounts reported in the SCT for the following non-PEO NEOs for the fiscal years noted below: •2025, 2024, 2023 and 2022: Messrs. Kelly, Hackman and Thomas. •2021: Messrs. Liberatore, Kelly and Thomas. (3) The amounts reflect the TSR for our Performance Peer Group for all years presented. (4) For the unvested stock awards included in CAP for both the PEO and non-PEO NEOs, we used the closing stock price on the last trading day of each fiscal year, less the closing stock price on the last trading day in the immediately preceding fiscal year to obtain the incremental value of the unvested stock awards. The closing stock price of $30.92 and $56.70 was used for December 31, 2025 and December 31, 2024, respectively. For the vested awards included in CAP for both the PEO and non-PEO NEOs, we used the closing stock price on the vesting date, less the closing stock price on the last trading day of the fiscal year. The following tables reconciles the amount disclosed in our SCT to the amount disclosed for CAP for the PEO and non-PEO NEOs: PEO Reconciliation:

  71. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Deductions from SCT table (1) | Additions to SCT Table (2) | CAP | | 2025 | $5,415,821 | $(3,461,758) | $1,867,149 | $3,821,212 | | 2024 | $4,205,824 | $(2,937,074) | $4,462,419 | $5,731,169 | | 2023 | $4,571,826 | $(3,259,326) | $8,070,927 | $9,383,427 | | 2022 | $5,564,913 | $(2,992,559) | $(505,552) | $2,066,802 | | 2021 | $6,329,950 | $(3,529,950) | $8,886,235 | $11,686,235 |

  72. PAY VERSUS PERFORMANCE

    Average non-PEO NEOs Reconciliation:

  73. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Deductions from SCT table (1) | Additions to SCT Table (2) | CAP | | 2025 | $2,140,043 | $(1,175,235) | $910,919 | $1,875,727 | | 2024 | $1,542,541 | $(944,674) | $1,489,443 | $2,087,310 | | 2023 | $1,366,246 | $(758,779) | $2,164,213 | $2,771,680 | | 2022 | $1,982,332 | $(756,924) | $(470,454) | $754,954 | | 2021 | $3,629,803 | $(2,161,178) | $5,457,368 | $6,925,993 |

  74. PAY VERSUS PERFORMANCE

    (1) Represents the grant date fair value of equity-based awards granted each year, and the value of dividends on unvested equity-based awards. (2) Reflects the impact of fluctuations in Kforce’s stock price on vested and unvested equity awards pursuant to the SEC’s methodology for determining CAP for each year shown. The following table provides the equity values included in the PEO and non-PEO NEO reconciliation tables above: PEO Equity Component of CAP:

  75. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Current Year Equity Awards at End of Year | Change in Fair Value of Prior Years' Awards That Remain Unvested at End of Year | Change in Fair Value of Prior Years' Awards That Vested During Year | Equity Value included in CAP | | 2025 | $3,217,504 | $(2,891,330) | $1,540,975 | $1,867,149 | | 2024 | $2,699,997 | $(1,159,674) | $2,922,096 | $4,462,419 | | 2023 | $3,034,998 | $1,312,870 | $3,723,059 | $8,070,927 | | 2022 | $2,800,004 | $(2,106,837) | $(1,198,719) | $(505,552) | | 2021 | $3,200,009 | $2,608,988 | $2,903,017 | $8,712,014 |

  76. PAY VERSUS PERFORMANCE

    Average Non-PEO NEO’s Equity Component of CAP:

  77. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Current Year Equity Awards at End of Year | Change in Fair Value of Prior Years' Awards That Remain Unvested at End of Year | Change in Fair Value of Prior Years' Awards That Vested During Year | Equity Value included in CAP | | 2025 | $1,113,759 | $(650,515) | $447,675 | $910,919 | | 2024 | $888,659 | $(238,580) | $839,364 | $1,489,443 | | 2023 | $700,845 | $293,613 | $1,169,755 | $2,164,213 | | 2022 | $688,117 | $(630,923) | $(527,556) | $(470,362) | | 2021 | $2,064,996 | $2,002,501 | $1,389,871 | $5,457,368 |