DEF 14A of Kelly Services Inc, Apr 15, 2024

DEF 14A of Kelly Services Inc

Filed Apr 15, 2024 · FY20230001193125-24-096181

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each director nominee. Each director is elected annually by a plurality vote.

  2. Director Nominees

    | Name | | Age | Director Since | Independent | Committees | | | Terrence B. Larkin Non-Executive Chairman of the Board | 69 | 2010 | ● | N/A | | | Peter W. Quigley President and Chief Executive Officer (“CEO”) | 62 | 2019 | | N/A | | | Gerald S. Adolph Director | 70 | 2018 | ● | Audit, Compensation and Talent Management, Corporate Governance and Nominating (Chair) | | | George S. Corona Director | 65 | 2017 | ● | N/A | | | Robert S. Cubbin Director | 66 | 2014 | ● | Audit, Compensation and Talent Management (Chair), Corporate Governance and Nominating | | | Amala Duggirala Director | 49 | 2022 | ● | Audit, Corporate Governance and Nominating | | | InaMarie F. Johnson Director | 59 | 2022 | ● | Compensation and Talent Management, Corporate Governance and Nominating | | | Leslie A. Murphy Director | 72 | 2008 | ● | Audit (Chair), Compensation and Talent Management | | | Donald R. Parfet Director | 71 | 2004 | ● | N/A |

  3. Director Nominees

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  4. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The Board of Directors nominated nine individuals for election as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2023 Annual Meeting of Shareholders. Directors will be elected by a plurality of the votes cast by holders of Class B Common Stock who are present in person, or represented by proxy, and entitled to vote at the Annual Meeting. Our controlling shareholder, the Terrence E. Adderley Revocable Trust K (“Trust K”), has indicated its support and intention to vote for each of the director nominees. We do not contemplate that any of the nominees will be unavailable to serve at the time of the Annual Meeting. In that event, however, the persons named in the enclosed form of proxy may vote for the election of a substitute selected by the Board or the Board may reduce its size.

  5. Director Independence

    Director Independence The Board’s Corporate Governance Principles include guidelines for director independence that conform to the listing standards of the Nasdaq Global Market (“Nasdaq”) on which the Company’s common stock is listed and provide that a majority of the Board be comprised of independent directors. Annually, Kelly’s Corporate Governance and Nominating Committee evaluates and makes recommendations to the Board concerning the independence of each director and director nominee, evaluating any relationship with the Company or its competitors, suppliers, customers, service providers, or others that might be construed as an actual or potential conflict of interest. On February 14, 2024, our Board affirmatively determined that directors Gerald S. Adolph, George S. Corona, Robert S. Cubbin, Amala Duggirala, InaMarie F. Johnson, Terrence B. Larkin, Leslie A. Murphy, and Donald R. Parfet, representing a majority of the Board, are independent.

  6. Board Nominees

    Board Nominees Each of our director nominees has been recommended for election by our Corporate Governance and Nominating Committee and nominated by our Board. They are seasoned leaders with an array of diverse leadership experience in public and private companies, nonprofit organizations, and other businesses. They represent diverse backgrounds, experiences, skills, personal attributes, and viewpoints. The Board believes that this diversity strengthens the Board’s ability to carry out its oversight role on behalf of shareholders and is proud of the Company’s long history of having at least three directors who are women on the Board for the past 15 years. While we do not have a formal diversity policy, the Board will continue to build upon its diversity in connection with future Board membership. For each of the nine director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, experience, skills, and attributes that the Corporate Governance and Nominating Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2024 Annual Meeting. The charts on diversity, independence, age, tenure, skills, experience, and attributes assume that all director nominees are elected as directors at the Annual Meeting. Age and tenure for each director nominee is effective as of April 15, 2024.

  7. Biographical Information About Director Nominees

    Biographical Information About Director Nominees

  8. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● Executive Vice President, Business Development, General Counsel and Corporate Secretary, Lear Corporation (2008 - 2020) Education ● Wayne State University Law School, JD cum laude ● Michigan State University, BA (High Honors), Finance Mr. Larkin is an attorney with 28 years of experience in a business law practice. In 2022 he served as chair of the Governance and Nominating Committee and in May 2023 he was appointed to serve as Chairman of the Board. He retired in January 2020 as a member of the senior management team of a global manufacturing company with responsibility for legal affairs, internal audit, and global business development for mergers, acquisitions, and joint ventures. Mr. Larkin currently serves on the board of three not-for-profit organizations and one for-profit private corporation. He brings to the Board a valuable combination of complex problem-solving skills, legal and governance expertise, and global experience. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  9. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● President and Chief Executive Officer, Kelly Services, Inc. (2019 - present) ● Executive Vice President, President of Global Staffing and General Manager of IT, Global Service, and Global Business Services, Kelly Services, Inc. (2017 - 2019) ● Senior Vice President, General Counsel, Chief Administrative Officer and Assistant Secretary, Kelly Services, Inc. (2015 - 2017) Education ● National Law Center at George Washington University, JD ● University of Michigan, BA Mr. Quigley was appointed President and Chief Executive Officer of Kelly in October 2019. He has more than 20 years of experience in a variety of roles at Kelly and has served as an officer of the Company since 2004. Prior to joining Kelly, Mr. Quigley held a variety of roles at Lucent Technologies and AT&T Corporation. Mr. Quigley also serves on the Boards of the American Staffing Association, Detroit Regional Chamber, Business Leaders for Michigan, and the Detroit Economic Club. He brings to the Board his leadership experience and extensive knowledge of the Company’s business. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions | |

  10. Biographical Information About Director Nominees

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  11. Biographical Information About Director Nominees

    | | Board Committees ● Audit ● Compensation and Talent Management ● Corporate Governance and Nominating (Chair) Principal Occupation and Directorships ● Director, NAACP Legal Defense and Education Fund (1998 - present) ● Director, Cintas Corporation (2006 - present) ● Director Abt Associates (2020 - present) ● Board Chair, Cardinal Spellman High School Board (2022 - present) ● Trustee, Cardinal Spellman High School Board (2010 - 2022) ● Senior Partner and other executive positions, Booz & Co. (1981 - 2016) Education ● Harvard Business School, MBA ● Massachusetts Institute of Technology, MS, Chemical Engineering ● Massachusetts Institute of Technology, BS, Management Science (Concentration in Organizational Psychology) ● Massachusetts Institute of Technology, BS, Chemical Engineering Mr. Adolph joined our Board in March 2018 with over 35 years of experience in growth strategy, mergers and acquisitions, and technology-driven industry changes. He also has governance experience through his past service on the board of Booz & Co. and current service on the boards of Cintas Corp., where he chairs the compensation committee, and the NAACP Legal Defense and Education Fund, where he served as co-chair from 2011 to 2021. Mr. Adolph is a founding board member of Black Economic Alliance and served as a director from 2017 to 2020. He also serves on the board of Abt Associates. His extensive business expertise, strategic perspective, and strong leadership skills make him a valued contributor to the Board. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions | |

  12. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● President and Chief Executive Officer, Kelly Services, Inc. (2017-2019) ● Executive Vice President and Chief Operating Officer, Kelly Services, Inc. (2009 - 2017) Education ● Oakland University, MBA ● Wayne State University, BSBA Mr. Corona served as President and Chief Executive Officer of Kelly from May 2017 until his retirement in September 2019. He had more than 20 years of experience in a variety of executive roles with Kelly, including eight years as Executive Vice President and Chief Operating Officer. Prior to joining Kelly in 1994, he held management roles at Digital Equipment Professional Services Group and Burroughs Corporation. Mr. Corona also serves on the boards of several not-for-profit organizations. He brings to the Board significant knowledge of the Company and executive leadership experience. | | Specific Experience and Skills ● Executive Leadership ● Innovation ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Risk Management ● Mergers & Acquisitions | |

  13. Biographical Information About Director Nominees

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  14. Biographical Information About Director Nominees

    | | Board Committees ● Audit ● Compensation and Talent Management (Chair) ● Corporate Governance and Nominating Principal Occupation and Directorships ● Director, Huntington Bancshares Incorporated (2017 – 2023) ● Director, First Merit Corporation (2013 – 2017) ● President and Chief Executive Officer, Meadowbrook Insurance Group, Inc. (2002 – 2016) Education ● Detroit College of Law, JD ● Wayne State University, BA, Psychology Mr. Cubbin is an attorney with 31 years of experience in insurance law. In 2016, he retired as President and Chief Executive Officer following a 30-year career with Meadowbrook Insurance Group. He previously served on the board of directors of three large publicly held companies. Mr. Cubbin is an experienced director with broad-ranging experience in legal, insurance, management, accounting, actuarial, investment, underwriting, reinsurance, and claims. The Board determined that Mr. Cubbin qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  15. Biographical Information About Director Nominees

    | | Board Committees ● Audit ● Corporate Governance and Nominating Principal Occupation and Directorships ● Executive Vice President and Chief Information Officer, United Services Automobile Association (USAA) (2022 – present) ● Senior Executive Vice President, Chief Operations and Technology Officer, Regions Financial Corporation (2017 – 2021) ● Director, Innovation Depot (2021) ● Director, Regions Bank (2019 – 2022) ● Director, Techbridge, Inc. (2016 - 2020) Education ● Columbia University, MS, Technology Management ● University of Nebraska at Omaha, MBA, International Business ● Osmania University, BS, Electronics and Communications Engineering Ms. Duggirala joined our Board in January 2022 with more than 24 years of leadership experience with global organizations. She is a renowned digital transformation and technology strategist with skills in large-scale strategic product delivery, technical innovation, and complex financial management. She brings to the Board a wealth of knowledge in integrations, strategic planning, product development, operations, engineering, data management, and cybersecurity. Ms. Duggirala has significant cybersecurity experience from working in a variety of information technology and data analytics roles, including Chief Operations and Technology Officer at Regions Bank and Chief Technology Officer at other large fintech firms. In 2022, Ms. Duggirala received the esteemed Outstanding 50 Asian Americans in Business Award. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions | |

  16. Biographical Information About Director Nominees

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  17. Biographical Information About Director Nominees

    | | Board Committees ● Compensation and Talent Management ● Corporate Governance and Nominating Principal Occupation and Directorships ● President and CEO, IMJ Consulting, LLC (2023 - present) ● Chief People and Diversity Officer, Zendesk, Inc. (2018 - 2022) ● Senior Vice President and Chief Human Resources Officer, Plantronics, Inc. (2015 - 2018) ● Director, Entrepreneurship for All (EforAll) (2020 – present) ● Member of CNBC’s Workforce Executive Council (2021 – present) Education ● John F. Kennedy University, MA, Organizational Development and Management ● University of California, BA, Social Sciences (Emphasis in Human Resources Management) Ms. Johnson joined our Board in January 2022 with more than 30 years of experience in strategy transformation, human capital management, and operational excellence in multiple industries. She is an accomplished human capital transformational leader championing initiatives that transform the mindsets and behaviors that shape a culture. Ms. Johnson has extensive human capital management experience acquired from her previous HR leadership roles with several large organizations. Her expertise in organizational development and management provides the Board with a fundamental view on employee experience, talent acquisition, development, and diversity, equity, and inclusion. Ms. Johnson was recognized by The California Diversity Council as one of California’s Most Powerful & Influential Women. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Risk Management ● ESG/Sustainability ● Mergers & Acquisitions | |

  18. Biographical Information About Director Nominees

    | | Board Committees ● Audit (Chair) ● Compensation and Talent Management Principal Occupation and Directorships ● President and CEO, Murphy Consulting, Inc. (2008 - present) ● Certified Public Accountant ● Member of AICPA’s Governing Council (2000 - present) ● Member of NACD Advisory Councils on Audit Committee Issues and Risk Oversight (2012 - present) ● Director, Detroit Legal News Company (2012 - present) Education ● University of Michigan, BBA, Accounting Ms. Murphy is a certified public accountant, former chair of the American Institute of Certified Public Accountants, and former Group Managing Partner of Plante & Moran, LLP, a national accounting firm. The Board determined that Ms. Murphy qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and has the leadership skills to chair the Audit Committee. She brings to the Board analytical capability, understanding of the economics and strategic elements of business, and expertise in enterprise risk management and cyber security. In honor of her dedication to the highest standards of director education and ongoing learning, Ms. Murphy has received both the NACD Directorship Certification and the American Institute of Certified Public Accountants’ (AICPA) Cybersecurity Fundamentals for Finance and Accounting Professionals certification. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  19. Biographical Information About Director Nominees

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  20. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● Managing Director, Apjohn Group, LLC (2001 - present) ● General Partner, Apjohn Ventures Fund (2003 - present) ● General Partner, Apjohn Ventures Annex Fund (2010 - 2022) ● Director, Rockwell Automation, Inc. (2008 - present) ● Director, MASCO Corporation (2012 - present) ● Director, Sierra Oncology Inc. (2015 - 2019) Education ● University of Michigan, MBA, Finance ● University of Arizona, BA, Economics Mr. Parfet served as Chairman of the Board from 2018 – 2023 and served as the Board’s Lead Director from 2012 – 2018. He currently leads a business development company and a venture capital firm focused on the development of emerging medicines. He also serves as a director of two large publicly held companies and is a director and Trustee of several charitable and civic organizations. Mr. Parfet brings to the Board extensive financial and operating experience as an executive with responsibilities for numerous global businesses. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Financial Acumen ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  21. Biographical Information About Director Nominees

    | 22 | |

  22. Director Compensation

    Director Compensation Our approach to director compensation is to appropriately compensate our non-employee directors for the time, expertise, and effort required to serve as a director of a large, complex company and to align the interests of directors with those of shareholders. Compensation levels for our non-employee directors are periodically reviewed for market competitiveness. Non-employee directors receive compensation payments after election by shareholders at the Annual Meeting. Non-employee directors who begin their Board or committee chair service other than at the Annual Meeting receive a prorated amount of annual compensation based on timing of appointment.

  23. Director Compensation Design

    Director Compensation Design The Compensation and Talent Management Committee reviews market benchmarking of non-employee director compensation annually. In 2023, the Compensation Committee engaged its independent compensation consultant, Pay Governance, to evaluate its non-employee Director compensation, which was last increased in 2022. At its meeting following the 2023 Annual Meeting of Shareholders, the Compensation and Talent Management Committee recommended to the Board of Directors that the cash and equity portion of retainers paid to the non-employee Directors, effective beginning May 17, 2023, remain unchanged. Retainers for the Non-Executive Chairman of the Board, Chair of the Audit Committee, and Chair of the Compensation and Talent Management Committee were also maintained. The compensation of our non-employee directors will next be reviewed in 2024, with the assistance of its compensation consultant. The following table illustrates our 2023 non-employee director compensation:

  24. Director Compensation Design

    | | Annual Base Retainer | | Board Leadership Positions - Additional Retainer (Committee Chairs) | | | | | Non-Employee Directors | Chairman of the Board | Audit Committee | Compensation & Talent Management Committee | Corporate Governance & Nominating Committee | | Cash | $100,000 | $150,000 | $20,000 | $15,000 | $15,000 | | Equity (Kelly Class A Stock – $ Value) | $125,000 | $165,000 | — | — | — | | Total | $225,000 | $315,000 | $20,000 | $15,000 | $15,000 |

  25. Director Compensation Design

    Under the Company’s amended and restated Equity Incentive Plan (“EIP”), the Board of Directors must periodically determine the percentage of the base retainer that will be issued to non-employee directors in shares of Class A Common Stock. At the meeting of the Board following the 2023 Annual Meeting of Shareholders, the Board determined that $125,000 of the base retainer would be issued in shares (55.6%) and $100,000 of the base retainer would be paid in cash (44.4%). Equity portion of $165,000 and cash portion of $150,000 were maintained for the Chairman of the Board.

  26. Director Compensation

    Director Compensation to be a director of the Company or at a future date that is between one and ten years following the date they cease to be a director of the Company. Non-employee directors can elect to have distributions from the DDCP made in either a lump sum or in annual installment payments made over a two-to-ten-year period. The following table sets forth the compensation paid during 2023 to the Company’s non-employee directors. Mr. Quigley received no compensation for his services as a director in 2023. Mr. Quigley’s compensation as President and Chief Executive Officer is disclosed in the Compensation Discussion & Analysis section of this Proxy Statement.

  27. 2023 Director Compensation

    2023 Director Compensation

  28. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Award Options | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Gerald S. Adolph | $115,000 | $125,000 | — | — | $196,960 | — | $436,960 | | George S. Corona | $100,000 | $125,000 | — | — | $112,414 | — | $337,414 | | Robert S. Cubbin | $115,000 | $125,000 | — | — | $205,314 | — | $445,314 | | Amala Duggirala | $100,000 | $125,000 | — | — | $116,807 | — | $341,807 | | InaMarie F. Johnson | $100,000 | $125,000 | — | — | $77,037 | — | $302,037 | | Terrence B. Larkin | $150,000 | $165,000 | — | — | — | — | $315,000 | | Leslie A. Murphy | $120,000 | $125,000 | — | — | $166,964 | — | $411,964 | | Donald R. Parfet | $100,000 | $125,000 | — | — | — | — | $225,000 |

  29. 2023 Director Compensation

    | (1) Two of our directors deferred the following amounts from their 2023 cash retainer fee: Mr. Adolph – $115,000 and Ms. Duggirala – $100,000. |

  30. 2023 Director Compensation

    | (2) Represents the aggregate fair market value of grants awarded on May 17, 2023. Each director received a grant of 6,815 shares of the Company’s Class A Common Stock having a fair market value of $18.34 per share. Each of Mr. Adolph, Mr. Corona, Mr. Cubbin, Ms. Duggirala, Ms. Johnson, and Ms. Murphy deferred 100% of their 2023 annual stock grant into deferred common stock units. |

  31. 2023 Director Compensation

    | 42 | |

  32. CD&A Table of Contents

    | Name | Biographical Information | | Peter W. Quigley President and Chief Executive Officer Age: 62 | Mr. Quigley served as Executive Vice President, President, Global Staffing, and General Manager, Global Information Technology, Global Business Services and Global Service from May 2017 through September 2019. He served as the Company’s Chief Administrative Officer and General Counsel from May 2015 to May 2017, General Counsel from January 2013 to May 2015. Mr. Quigley led the Company’s Global Client Relationships group from January 2008 to December 2012 and served in multiple roles including Sr. Director of Service, Vice President, Contract Administration, and Vice President, Associate General Counsel from the time he joined the company in November 2002 until December 2007. Prior to joining the Company, Mr. Quigley held a variety of roles at Lucent Technologies and AT&T Corporation. | | Olivier G. Thirot Executive Vice President and Chief Financial Officer Age: 63 | Mr. Thirot served as the Company’s acting Chief Financial Officer from March 2015 to January 2016 when he was appointed Chief Financial Officer. He served as the Company’s Senior Vice President and Chief Accounting Officer from September 2014 to March 2015. Mr. Thirot was Vice President, Finance for the Company’s EMEA business beginning in 2008 when he joined the Company and assumed added responsibility for the APAC business in 2011. Prior to joining the Company, he worked at L. Raphael as Chief Financial Officer and prior to that, he spent 18 years with Bacardi, LTD in various leadership positions. | | Daniel Hugo Malan Senior Vice President President, Kelly Science, Enginerring, Technology & Telecom Age: 54 | Mr. Malan has served as the Company’s President of Science, Engineering, and Technology since March 2020. Prior to that he worked at EmployBridge for three years, serving as President of its Commercial Business from December 2016 to July 2018 before being named Chief Operating Officer in August 2018 through November 2019. From November 2014 to November 2016, Mr. Malan was Executive Vice President and President, North America Staffing for CDI Talent and Technology Solutions, and from March 2009 to October 2014 served as Senior Vice President and President of operating units for Sears Holdings. | | Vanessa P. Williams Senior Vice President General Counsel and Corporate Secretary Age: 52 | Ms. Williams has served as General Counsel since joining the Company in September 2020 and was recently appointed Corporate Secretary effective October 1, 2023. Previously, she worked from July 2006 to September 2020 in a variety of roles for IHS Market including Senior Vice President, Legal, Risk and Compliance; Vice President, Divisional Counsel-Transportation; Vice President, Chief Legal Counsel and Global Privacy Officer (IHS, Inc.); Vice President and Deputy General Counsel and Chief Compliance Officer; Deputy General Counsel; and Associate General Counsel (R.L. Polk & Co.). In addition, Ms. Williams has been a member of Horizon Bank’s board of directors since 2022 and Horizon Bancorp, Inc.’s board of directors since 2023. | | Dinette Koolhaas Senior Vice President President, Kelly International Age: 55 | Ms. Koolhaas previously served as Vice President, EMEA Operations from September 2013 to February 2017, at which time she took on Managing Director responsibilities for EMEA until July 2020 when she took on her current role. Prior to that, she was Vice President and Regional Manager of Western Europe from June 2008 through August 2013. Prior to joining the Company in 2008, Ms. Koolhaas served in various roles with USG People. |

  33. Executive Summary

    | ● | With respect to our short-term incentive plan: |

  34. Executive Summary

    | • | returned to setting threshold at 50% of target and straight-line interpolation between threshold and target; |

  35. Executive Summary

    | • | continued with a maximum payout opportunity of 200% of target; |

  36. Executive Summary

    | • | continued emphasis on individual performance for determining final payouts; and |

  37. Executive Summary

    | • | 2023 Short Term Incentive Plan (“STIP”) was funded at 94% of target levels based on total company performance. |

  38. Executive Summary

    | ● | With respect to our long-term incentive plan: |

  39. Executive Summary

    | • | continued with three one-year annual goals for performance-based Long-Term Incentives (“LTI”) program; |

  40. Executive Summary

    | • | continued with 100% cliff-vesting at the end of the three-year performance period for any earned performance-based LTI; |

  41. Executive Summary

    | • | 2023 LTI target award opportunity was granted in a mix of 75% weighting in the form of Performance Shares and 25% weighting in the form of time-based vesting restricted shares for the CEO and a mix of 60% weighting in the form of Performance Shares and 40% weighting in the form of time-based vesting restricted shares for all other named executive officers; |

  42. Executive Summary

    | • | year one of the 2023-2025, year two of the 2022-2024 and year three of the 2021-2023 Performance Shares were earned in aggregate, at 50% of target for the 2023 assessment period; |

  43. Executive Summary

    | • | one-third of the 2021 special equity award Key Employee Equity Plan (“KEEP”) was earned during 2023; and |

  44. Executive Summary

    | • | granted special long-term equity recognition award to one named executive officer. |

  45. Executive Summary

    | ● | The Short-Term Incentive Plan (“STIP”) provides for annual cash-based incentive opportunities based upon the achievement of one or more performance measures, as established by the Committee. |

  46. Executive Summary

    | ● | The Equity Incentive Plan (“EIP”) provides the Committee the ability to grant long-term incentive (“LTI”) opportunities, in various award types, that focus on the long-term performance of the Company and align the interests of senior officers with those of shareholders. |

  47. Executive Compensation Philosophy, Objectives, and Design

    | ● | Align a significant portion of compensation with the achievement of multiple performance goals that motivate and reward executives based on Company, business unit, and individual performance results. |

  48. Executive Compensation Philosophy, Objectives, and Design

    | ● | Provide appropriate balance between the achievement of both short- and long-term performance objectives, with clear emphasis on affordability, managing the sustainability of the business, and mitigation of risk. |

  49. Executive Compensation Philosophy, Objectives, and Design

    The Committee believes that a majority of a senior officer’s compensation should be “at risk” and based upon the achievement of corporate and business unit results, the Company’s share price performance, as well as the individual’s performance. As a result, senior officers participate in incentive programs that provide them with the opportunity to earn awards that are directly tied to the Company’s performance and that drive sustainable long-term shareholder value. The Company’s compensation programs provide an incentive for senior officers to meet and exceed performance goals. Executives are held accountable for results and rewarded with above target payout amounts for performance that exceeds target goals. When target goals are not met, award payouts are designed to deliver below target payouts or no payouts. We believe the combination of our annual incentive awards and long-term equity incentive awards align the interests of our senior officers with the interests of our shareholders. CEO and Other Named Executive Officers Pay Mix While we believe that a majority of an executive officer’s target compensation opportunity should be performance- based, we do not have a specified formula that defines the overall weighting of each element. We believe that the higher a role is positioned within the organizational structure, the greater the emphasis on performance-based compensation should be. As such, the CEO has a greater percentage of his compensation opportunity that is performance-based through higher target opportunities for STIP and LTI, as compared to the compensation opportunities of the other named executive officers. At-risk compensation consists of annual cash incentive awards and performance shares that are contingent upon the achievement of pre-established performance goals. Restricted shares, which are not classified as at-risk compensation, have value at vesting reflecting the Company’s stock price performance since date of grant, which aligns to shareholders’ experience. The following charts illustrate the typical Target Total Direct Compensation mix for our President and CEO and the other named executive officers combined and includes the pay elements of base salary, STIP (at target), restricted shares, and performance shares (at target). Pay mixes shown below are based on target amounts under typical plan designs during fiscal year 2023.

  50. Typical Target Compensation Mix

    | Compensation Element | Type | Considerations | Objectives | For More Information | | Base Salary | Fixed Compensation | • Reviewed annually • Adjusted, when appropriate based on role and scope of responsibilities, skills, experience, sustained individual contribution, and comparison to market- comparable jobs | • Provide competitive compensation for day-to-day responsibilities • Attract and retain qualified senior officers • Balance risk-taking | Page 54 | | Short-Term Incentive Plan (STIP) | Variable At-Risk Performance- Based Compensation | • Annual performance period • Target payout opportunity established as percentage of earnings for each senior officer based on role • Performance measures selected to align with our business strategy • Multiple performance measures that reflect key operational and financial measures of success • Payout based on achievement of predetermined goals | • Motivate and reward senior officers for achievement of critical near-term performance goals that support the Company’s strategic business objectives | Page 61 | | Long Term Incentives (LTI) | Time-Based Fixed Compensation | Restricted Stock | | Page 60 | | | | • Accounts for 25% for CEO and 40% for other named executive officers of total LTI award opportunity • Shares vest ratably over three years | • Align interests of senior officers and shareholders • Support retention • Support meaningful stock ownership | | | | Variable At-Risk Performance- Based Compensation | Performance Shares | | Page 57 | | | | • Accounts for 75% for CEO and 60% for other named executive officers of total LTI award opportunity • Provides opportunity to earn shares based on achievement of multiple specific performance goals • Given the continued complexity of goal setting in the current business environment, financial measures for 2023-2025 LTI awards are established and assessed independently for each of three one-year performance periods (2023, 2024, and 2025) with goals set early in each performance period | • Drive long-term value creation for shareholders • Motivate and reward senior officers for achievement of strategic business objectives over a three-year period • Align the interests of senior officers with the long-term interests of the Company and shareholders | |

  51. Process for Determining Executive Compensation

    Process for Determining Executive Compensation Role of the Compensation and Talent Management Committee The Committee designs and administers the Company’s executive compensation programs and policies, including regularly reviewing the program and policy objectives, applicable new legal and regulatory practices, evolving best practices, and corporate governance trends. The Committee and members of the Board of Directors determine the compensation of the CEO. The CEO’s total compensation is the same design as the other named executive officers consisting of base salary, STIP, and LTI award opportunities. The CEO does not participate in recommendations or discussions related to his own compensation. As part of its responsibility for executive compensation, the Committee annually reviews and determines the compensation of each of our senior officers, including the named executive officers listed in the Summary Compensation Table of this Proxy Statement, based on individual performance, including consideration of ethical behavior, achievement of planned goals, relevant market comparisons, the recommendations of the CEO, and other factors. The Committee reviews the costs and short-and long-term benefits of the compensation arrangements it considers and approves for senior officers. The responsibilities of the Committee are defined in its charter, which can be found on the Company’s website at kellyservices.com. Role of the Independent Compensation Consultant Pay Governance LLC is the Committee’s independent compensation consultant (the “Consultant”). The Committee considers analysis and guidance from the Consultant when making compensation decisions on plan design; the merits of various incentive plan performance measures; senior officer pay levels, including that of the CEO and our other executive officers, relative to peer group and other market data; composition of peer group companies; stock ownership requirements; and other pay practices. In addition, the Consultant updates the Committee on market trends and best practices in executive compensation and as requested, provides data and guidance on other items such as director compensation. The Committee uses its own independent judgment to make all decisions related to the compensation of the Company’s senior officers. During 2023, the Consultant regularly attended Committee meetings and communicated with the Chairman of the Board and the Committee Chairman outside of Committee meetings. The Committee regularly meets with the Consultant in private session (without members of management). As directed by the Compensation and Talent Management Committee, the Consultant also met with the Senior Vice President and Chief People Officer (“Chief People Officer”), Senior Vice President, General Counsel and Corporate Secretary (“Corporate Secretary”), and members of the Executive Compensation, Finance, and Corporate Governance teams of the Company. The Consultant maintains a direct reporting relationship to the Committee on all compensation matters. The Committee conducts an annual assessment of the Consultant’s independence, using factors established by Nasdaq. The Consultant provided no services to the Company in 2023 other than services to the Committee. The Committee reviewed and affirmed the independence of the Consultant as the Compensation Consultant to the Committee and concluded the work performed by the Consultant did not raise a conflict of interest. Role of Management The Committee consults with the CEO and the Chief People Officer to obtain feedback with respect to the strategic direction of our executive compensation programs. The CEO makes recommendations for each of the executive officers about elements of their total compensation. His recommendations are based on the assessment of each executive officer’s performance, as well as the performance of their respective business or function and other factors. The Committee takes into consideration the recommendations of the CEO when determining the compensation of the other executive officers. In addition, the CFO provides periodic financial updates and information to the Committee to aid in establishing incentive plan goals and determining payout amounts. The Committee consults with the Corporate Secretary and the Consultant on matters related to executive and director stock ownership requirements and director compensation.

  52. Process for Determining Executive Compensation

    Comparator Data The Committee uses third-party survey data for comparably sized general industry companies and available data from a select group of peer companies in determining the competitive positioning of our compensation programs. Comparator data is also used as one of several inputs to establish the individual compensation opportunities of each of our senior officers, including the named executive officers. Each senior officer’s performance is reviewed (see Senior Officer Performance Reviews and Succession Planning below) and compensation decisions are made on an annual basis (or as a senior officer’s duties and responsibilities change). Base salaries, target STIP, and target long-term incentive opportunities are benchmarked against a group of comparable executive positions in general industry companies of similar revenue size as reflected in multiple third-party surveys. We seek to establish target total direct compensation opportunities (defined as base salary, target STIP, and target long-term incentive) for our named executive officers that are near a competitive range of the median of the market data. Compensation ultimately earned from these opportunities can vary from the targeted levels based on Company, business unit, and individual performance. Various other factors are taken into consideration and in certain circumstances, we may target pay above or below the competitive median. Individual target total direct compensation may be above or below the median depending on Company performance, cost considerations, the role’s scope of responsibilities, individual experience and performance, and any succession, retention, or internal equity considerations. The Company has taken a conservative approach to target long-term incentive opportunities generally below market median for senior officers. This approach is in support of the Company’s efforts to reduce costs in connection with its investment strategy and its goal to become more profitable. In setting 2023 target compensation, the Committee performed a competitive executive compensation analysis, which included an analysis of third-party survey data prepared internally by the Company’s executive compensation group, and a peer group review of CEO pay prepared by the Consultant. Third-party general industry survey data from Aon, Pearl Meyer, and WTW were used to prepare the survey analysis. Specific companies that participated in the third-party surveys were unknown and not a factor in the Committee’s deliberations. The Consultant reviewed the survey analysis for the Committee. The Consultant worked with the Committee and management to develop a group of peer companies to be used for market comparison purposes in terms of CEO pay levels and executive pay practices. We do not believe many companies compete directly with us in all areas of our business or are of similar size. However, in order to have a reference group of publicly traded comparators, the Consultant identified a group of relevant companies that compare to Kelly in at least some areas of our business. The resulting group of twelve comparator companies consists solely of staffing and HR-focused companies with generally similar annual revenues and recent market cap. The majority are multi-national/ global companies headquartered in U.S. The following group of companies includes direct peers and a balanced mix of some significantly smaller and larger companies in similar industries and was unchanged from last year. The peer group, unchanged from 2022, was used by the Committee and management as another reference point when assessing 2023 executive pay practices and CEO pay levels:

  53. Process for Determining Executive Compensation

    | 2023 Peer Group | | | | ● ABM Industries Incorporated | ● Barrett Business Services, Inc. | ● ManpowerGroup Inc. | | ● Adecco Group AG | ● Heidrick & Struggles International, Inc. | ● Randstad NV | | ● AMN Healthcare Services, Inc. | ● Insperity, Inc. | ● Robert Half International Inc. | | ● ASGN Inc. | ● Kforce Inc. | ● TrueBlue, Inc. |

  54. Process for Determining Executive Compensation

    The Committee considers peer group and general industry survey data as a point of reference, not the sole factor in determining senior officers’ compensation. The third-party survey data and peer group analysis represent “Market Data” when referenced throughout this Compensation Discussion and Analysis. The Committee considers all resources provided as part of a holistic process that also includes officer performance and the recommendations of the Company’s CEO regarding total compensation for senior officers. In addition to Market Data and for use as background information, the Executive Compensation group provides the Committee with comprehensive detail illustrating historical target and actual total compensation data and long-term incentive grant detail that includes grant date fair value as well as the intrinsic value of outstanding award opportunities. The Committee reviews this detail for the executive officers and believes it is useful multi-year reference information, along with other perspectives, when considering whether compensation decisions reflect the Company’s executive compensation philosophy and performance.

  55. Compensation Programs: Decisions and Actions in 2023

    | Named Executive Officer | 2022 STIP Target % | 2023 STIP Target % | | Peter W. Quigley | 110% | 120% | | Olivier G. Thirot | 85% | 85% | | Daniel H. Malan | 55% | 55% | | Vanessa P. Williams | 65% | 65% | | Dinette Koolhaas | 55% | 55% |

  56. Compensation Programs: Decisions and Actions in 2023

    In the months leading up to year-end, the Committee reviews and determines the objectives, performance measures, and other terms and conditions of the STIP for the following plan year. For 2023, the Committee approved the use of Earnings from Operations (“EFO”) as the measure for the corporate component of the STIP. The Committee selected this financial measure for the STIP because it aligned with business objectives and value creation, provided balance, ensured a strong pay-performance linkage, and line of sight for senior officers, including the named executive officers. Payout for threshold performance under the corporate component of STIP is set at 50% of a named executive officer’s target payout opportunity, with zero payout earned for performance below threshold. Achievement of target performance results in target payouts for the named executive officers. Performance above target earns incentive payouts above target and up to the maximum of 200% of target. Performance measures used for purposes of funding STIP are the same as defined in the Company’s GAAP financial statements, excluding at the discretion of the Committee consideration of special items such as: changes in accounting principles, gains or losses on acquisitions or divestitures, changes in budget due to acquisitions or divestitures, restructuring

  57. Compensation Programs: Decisions and Actions in 2023

    expenses, and other unusual items, which are defined as such and quantified in the financial statements and/or footnotes to the Company’s Annual Report on Form 10-K. Adjustments would apply only to unbudgeted items. For 2023, additional consideration was made to certain special items related to the Company’s transformation initiatives and also with the sale of the EMEA staffing operations that resulted in an unfavorable impact to the Company’s financial performance. In February 2023, the Committee determined and approved threshold, target, and maximum performance goal levels for the 2023 STIP. The threshold goal was set at a level for which the Committee believed it was appropriate to start earning incentives. At expected performance levels the target goal was set at the budgeted EFO. Target award opportunities remained unchanged. Maximum goals were set at significant stretch levels, which the Committee believed warranted the earning of 200% of target payouts. For the 2023 STIP, funding for all named executive officers were based 100% on Corporate measures. Straight line interpolation occurs for achievement of performance between the specified EFO goals shown below. Participants also had an individual performance component which is funded (30%) from the Corporate EFO result. The individual performance payout can be adjusted upward or downward based on each leader’s performance against established Objectives, Goals, Strategies, Measures (“OGSMs”) and other financial and non-financial considerations. The goals at threshold, intermediate, target, and maximum for the 2023 STIP, as well as resulting performance for the measure of the corporate component were as follows:

  58. Compensation Programs: Decisions and Actions in 2023

    | Corporate Component | | 2023 Performance Goals | | | 2023 Performance | 2023 Payout | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | | | | EFO | 100% | $52.50 | $75.00 | $97.50 | $72.30 | 94.0% | | $ in millions | | | | | | 94.0% |

  59. Compensation Programs: Decisions and Actions in 2023

    | Named Executive Officer | 2023 Base Salary Earnings | 2023 STIP Target as % of Salary | 2023 STIP Payout at Target | 2023 Payout as a Percentage of Target | 2023 STIP Payout | | Peter W. Quigley | $900,000 | 120% | $1,080,000 | 94.0% | $1,015,200 | | Olivier G. Thirot | $667,200 | 85% | $567,120 | 94.0% | $533,093 | | Daniel H. Malan | $443,000 | 55% | $243,650 | 100.0% | $244,000 | | Vanessa P. Williams | $473,827 | 65% | $307,987 | 105.5% | $325,000 | | Dinette Koolhaas | $557,668 | 55% | $306,717 | 0.0% | — |

  60. Compensation Programs: Decisions and Actions in 2023

    | • | 2023 STIP Payout amounts for Mr. Malan and Ms. Williams rounded to the nearest thousand; |

  61. Compensation Programs: Decisions and Actions in 2023

    | • | Mr. Quigley’s final payout percentage of 94% was determined by the Committee based on overall assessment of the Company’s 2023 results; |

  62. Compensation Programs: Decisions and Actions in 2023

    Long-Term Incentives The EIP provides for long-term incentives that reward executives for achieving the Company’s long-term growth and profitability goals. Long-term incentive compensation is also intended to help the Company retain key employees, and provide those employees shared financial interests with the Company’s shareholders and positively influence their job performance and longer-term strategic focus. The EIP allows for grants of equity and non-equity awards to key employees. The Committee believes that compensation programs for the Company’s senior officers should include strong alignment between pay and performance, with a significant portion of “at risk” pay. As a result, the Committee has provided regular long-term incentives for senior officers, including the named executive officers that heavily emphasize performance. In 2023 our CEO continued to receive a heavily performance-based LTI grant with 75% weighting in performance shares (at target) and 25% in restricted stock. All other named executive officer’s LTI awards were 60% performance shares (at target) and 40% restricted stock. The typical incentive mix emphasizes performance-contingent awards delivered through performance shares and places a lower weighting on restricted shares. On average, target LTI awards granted to senior officers have historically been and remained below market median for 2023. The target LTI award amounts for each senior officer, including the named executive officers, are based on an established value for each officer level. The number of shares granted to each named executive officer is based on the grant value and closing stock price on the date of grant and can be found in the “Grants of Plan-Based Awards” table, later in this document. Performance measures used for purposes of funding LTI are the same as defined in the Company’s GAAP financial statements, excluding at the discretion of the Committee consideration of special items such as: changes in accounting, principles, gains or losses on acquisitions or divestitures, changes in budget due to acquisitions or divestitures, restructuring expenses, and other unusual items, which are defined as such and quantified in the financial statements, and/or footnotes to the Company’s Annual Report on Form 10-K. Adjustments would apply only to unbudgeted items. For 2023, additional consideration was made to certain special items related to the Company’s restructuring and EMEA divestiture. Under the terms of the EIP, the Committee retains the right in its discretion to reduce an LTI award based on individual performance. The Committee has no discretion to increase an LTI award for named executive officers. LTI grants and any performance-based awards made under the EIP are subject to the Company’s Clawback Policy. Performance Shares Performance shares provide senior officers with the opportunity to earn shares, from zero to 200% of their target opportunity, based on achievement of pre-established measures and goals. For achievement of threshold performance, 50% of target performance shares would be earned; for achievement of target performance, 100% of target performance shares would be earned; and for achievement of maximum performance or higher, 200% of target performance shares would be earned under the typical long-term incentive design. Threshold goals are typically set at levels the Committee believes appropriate to start earning incentives. Target goals are set at budgeted levels, which are considered “challenging but achievable”. Maximum goals are set at significant stretch levels which the Committee believes warrant the earning of two times target payout. Straight line interpolation occurs for achievement of performance between threshold and target, and between target and maximum. Performance awards are granted in the form of Performance Share Units, which are not eligible for dividends or dividend equivalents. For the 2023-2025 grant of performance shares, the two equally weighted financial measures, revenue growth and EBITDA margin, have one-year goals established for each of the three performance periods (2023, 2024, and 2025) that are set in the beginning of each performance period. This design provides the ability to set meaningful goals that deliver profitable growth in the continued unpredictable economic climate. In March 2023, the Committee approved goals at threshold, target, and maximum levels of performance for each of the measures for 2023. At the end of the 2023 performance period in early 2024, results for each of the two financial measures, determined the achievement and earning of shares. For the 2024 performance period, goals will be approved in early 2024 with results being reviewed in early 2025, and the 2025 performance period goals will be approved in early 2025. Any earned shares will vest 100% upon Committee approval on the third anniversary of the grant (February 2026).

  63. Compensation Programs: Decisions and Actions in 2023

    | Target Number of 2023-2025 Performance Shares Awarded | | | | | Name | Financial Measures | | Total Number of Performance Shares @ Target | | | Revenue Growth | EBITDA Margin | | | Peter W. Quigley | 52,636 | 52,636 | 105,272 | | Olivier G. Thirot | 17,354 | 17,354 | 34,708 | | Daniel H. Malan | 6,218 | 6,218 | 12,436 | | Vanessa P. Williams | 7,748 | 7,748 | 15,496 | | Dinette Koolhaas | 6,769 | 6,769 | 13,538 |

  64. Compensation Programs: Decisions and Actions in 2023

    The 2023 threshold goals were set at levels for which the Committee believed it was appropriate to start earning incentives; the target level was set at the expected/budgeted level, which the Committee considered were “challenging but achievable”; maximum goals were set at significant stretch levels for which the Committee believed the earning of two times target payout was warranted. Straight line interpolation occurs for achievement of performance between the stated goals. In the event of a senior officer’s termination of employment due to death, disability, normal retirement, or termination not for cause, the officer will receive a prorated award of performance shares based on actual results achieved, if any. Normal retirement is defined as age 62 with at least five years of service, or a combination of age plus years of service equal to 70, with a minimum age of 60. In order to be eligible for a prorated award due to termination by the Company not for cause, a senior officer must have been employed for at least one year after the date the grants were approved by the Committee. The prorated amount is based on the number of whole months in the performance period that were worked by the senior officer prior to termination divided by 36. In the case of termination not for cause in connection with a change in control, performance shares vest immediately at target amounts. 2021-2023 Long-Term Incentive Performance Results – Year 3 The 2021-2023 performance shares have two financial measures, revenue growth and EBITDA margin, which have three one-year goals set in the beginning of each performance year. In February 2023, the Committee approved goals at threshold, target, and maximum levels of performance for each of the measures for the 2023 portion of the award opportunity. During its February 13, 2024 meeting, the Committee approved the results for the 2023 performance year. Earned shares vested 100% upon Committee approval. Aggregate funding for all performance measures during the 2023 performance year was 50% of target. The final performance results for the 2023 performance year are provided in the following chart:

  65. Compensation Programs: Decisions and Actions in 2023

    | Financial Performance Measures | | 2023 Performance Goals | | | 2021 Year 3 Actual Results(1) | Payout as % of Target | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | | | | Revenue Growth | 50.0% | $4,822.56 | $5,076.38 | $5,518.03 | $4,771.91 | 0.00% | | EBITDA Margin | 50.0% | 1.65% | 2.25% | 2.77% | 2.25% | 100.00% | | $ in millions | | | | Weighted Payout: | | 50.00% |

  66. Compensation Programs: Decisions and Actions in 2023

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 3 Performance Shares Earned | | | Payout as % of Target: 0.00% | | Payout as % of Target: 100.00% | | | | Name | Year 3 Target # of Shares | Year 3 # of Shares Earned | Year 3 Target # of Shares | Year 3 # of Shares Earned | | | Peter W. Quigley | 9,991 | 0 | 9,991 | 9,991 | 9,991 | | Olivier G. Thirot | 5,056 | 0 | 5,056 | 5,056 | 5,056 | | Daniel H. Malan | 1,662 | 0 | 1,662 | 1,662 | 1,662 | | Vanessa P. Williams | 2,080 | 0 | 2,080 | 2,080 | 2,080 | | Dinette Koolhaas | 1,598 | 0 | 1,598 | 1,598 | 1,598 |

  67. Compensation Programs: Decisions and Actions in 2023

    | Financial Performance Measures | | 2023 Performance Goals | | | 2022 Year 2 Actual Results(1) | Payout as % of Target | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | | | | Revenue Growth | 50.0% | $4,822.56 | $5,076.38 | $5,518.03 | $4,771.91 | 0.00% | | EBITDA Margin | 50.0% | 1.65% | 2.25% | 2.77% | 2.25% | 100.00% | | $ in millions | | | | Weighted Payout: | | 50.00% |

  68. Compensation Programs: Decisions and Actions in 2023

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 2 Performance Shares Earned | | | Payout as % of Target: 0.00% | | Payout as % of Target: 100.00% | | | | Name | Year 2 Target # of Shares | Year 2 # of Shares Earned | Year 2 Target # of Shares | Year 2 # of Shares Earned | | | Peter W. Quigley | 10,611 | 0 | 10,611 | 10,611 | 10,611 | | Olivier G. Thirot | 5,064 | 0 | 5,064 | 5,064 | 5,064 | | Daniel H. Malan | 1,728 | 0 | 1,728 | 1,728 | 1,728 | | Vanessa P. Williams | 2,377 | 0 | 2,377 | 2,377 | 2,377 | | Dinette Koolhaas | 2,159 | 0 | 2,159 | 2,159 | 2,159 |

  69. Compensation Programs: Decisions and Actions in 2023

    | Financial Performance Measures | | 2023 Performance Goals | | | 2023 Year 1 Actual Results(1) | Payout as % of Target | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | | | | Revenue Growth | 50.0% | $4,822.56 | $5,076.38 | $5,518.03 | $4,771.91 | 0.00% | | EBITDA Margin | 50.0% | 1.65% | 2.25% | 2.77% | 2.25% | 100.00% | | $ in millions | | | | Weighted Payout: | | 50.00% |

  70. Compensation Programs: Decisions and Actions in 2023

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 1 Performance Shares Earned | | | Payout as % of Target: 0.00% | | Payout as % of Target: 100.00% | | | | Name | Year 1 Target # of Shares | Year 1 # of Shares Earned | Year 1 Target # of Shares | Year 1 # of Shares Earned | | | Peter W. Quigley | 17,545 | 0 | 17,545 | 17,545 | 17,545 | | Olivier G. Thirot | 5,784 | 0 | 5,784 | 5,784 | 5,784 | | Daniel H. Malan | 2,072 | 0 | 2,072 | 2,072 | 2,072 | | Vanessa P. Williams | 2,582 | 0 | 2,582 | 2,582 | 2,582 | | Dinette Koolhaas | 2,256 | 0 | 2,256 | 2,256 | 2,256 |

  71. Compensation Programs: Decisions and Actions in 2023

    Restricted Stock The Committee considers restricted stock to be an effective vehicle to support the Company’s long-term compensation objectives:

  72. Compensation Programs: Decisions and Actions in 2023

    At its March 21, 2023 meeting, the Committee approved restricted stock grants for senior officers, including the named executive officers, which vest ratably over three years, as detailed in the Summary Compensation Table and the Grants of Plan Based Awards Table. This grant of restricted shares represents 25% for the CEO and 40% for all other senior officers’ target long-term incentive grant. The Company believes that restricted stock is an important component of total compensation for our named executive officers and the three-year, pro rata vesting feature supports the Company’s retention objective. Any remaining unvested portion of restricted stock awards is forfeited upon voluntary termination, normal retirement, and involuntary termination for cause or not for cause, unless termination not for cause is in connection with a change in control. In the case of termination not for cause in connection with a change in control, all restricted stock shares or units vest immediately. Restricted stock is prorated in the event of termination due to death or disability. Special Awards In December 2021, the Committee approved performance contingent restricted stock grants (KEEP Awards) for senior officers, including the named executive officers, and certain other senior leaders. These grants of restricted stock units had three financial measure hurdles that had to be achieved in order for shares to become earned and eligible for vesting. In January 2023, the Committee approved an adjustment in the vesting for the Company gross profit portion of this award to 50% upon certification and the remaining 50% six months after certification; there was no change to the goal. In 2022 the gross profit goal was achieved and shares vested during 2023. In 2023 the specialty gross profit goal was achieved and as a result during its August 9, 2023 meeting, the Committee approved an adjustment in the vesting for the specialty gross profit

  73. Compensation Programs: Decisions and Actions in 2023

    In 2023, there was a special recognition grant made to Mr. Malan. The Committee approved a grant of restricted stock valued at approximately $250,000 for Mr. Malan as noted in the Grants of Plan-Based Awards Table. These shares will cliff vest on the second anniversary date of the grant, which was made on February 14, 2023. Retirement Benefits Highly compensated employees in the U.S. are not eligible to participate in the Company’s qualified 401(k) plan. In order to provide a competitive total compensation package, the Company has established the Management Retirement Plan (the “MRP”). The MRP is a U.S. nonqualified defined contribution/deferred compensation plan available to all highly compensated employees, including the named executive officers, as outlined by Section 414(q)(1)(B)(i) of the Code. Employees who are working in the U.S. while on an international assignment are not eligible to participate in the MRP. All participants in the MRP can elect to defer from 2% to 25% of their annual base earnings and 2% to 50% of their annual cash incentive earnings. Matching contributions by the Company equal 50% of the first 10% of base salary and annual cash incentives deferred by a participant. Other than the MRP, there are no other retirement income plans available to the Company’s highly compensated employees in the U.S. The MRP provides all participants, including the named executive officers, with a tax gross-up of Medicare taxes incurred on contributions to the plan. The Medicare tax gross-up provides for parity with other employees who are eligible to participate in the Company’s tax-qualified 401(k) plan and therefore do not pay Medicare tax on Company contributions. Mr. Thirot’s Retirement Benefits As a resident of Switzerland, Mr. Thirot participates in the Swiss Social Insurance System (“Swiss System”) that provides retirement, disability, and death benefits. His Swiss retirement benefit includes contributions that he makes to the fund, as well as Company contributions that are made to the fund on his behalf. Mr. Thirot participated in the MRP during the period 2017-2021 while he was a resident of the U.S. and retains a benefit from both his contributions and contributions the Company made on his behalf to that plan. Ms. Koolhaas’ Retirement Benefits As a resident of Switzerland, Ms. Koolhaas also participates in the Swiss System that provides retirement, disability, and death benefits. Her retirement benefit includes contributions that she makes to the fund, as well as Company contributions that are made to the fund on her behalf. Ms. Koolhaas does not participate in any U.S.- based retirement plans. Mr. Thirot’s Health and Welfare Benefits Mr. Thirot is required by Swiss law to carry health care coverage. However, the Company’s Swiss entity does not provide health care coverage to its employees, nor do we provide Mr. Thirot with a health care allowance. Under the Swiss System, Mr. Thirot’s spouse is eligible to receive benefits in the event of his death from sickness or accident. He no longer participates in any U.S. health and welfare benefit programs. Ms. Koolhaas’ Health and Welfare Benefits Ms. Koolhaas receives a health care allowance as part of her Swiss compensation that is intended to help defray the cost of obtaining health care coverage for herself and her family in Switzerland. Residents in Switzerland are required to carry health care coverage, however it is not common for Swiss companies to provide this benefit to their employees. The Company’s

  74. Compensation Programs: Decisions and Actions in 2023

    The aggregate amount of perquisites provided in 2023 for each of the named executive officers, except for Mr. Thirot and Ms. Koolhaas, was less than $10,000 and therefore only the perquisites for Mr. Thirot and Ms. Koolhaas are reported in the Summary Compensation Table. Senior Executive Severance Plan To encourage the retention of certain key executives of the Company and thereby promote the stability and continuity of management, the Senior Executive Severance Plan (“Severance Plan”) was established by the Company and approved by the Committee effective March 31, 2017. During its March 23, 2021 meeting, the Committee approved expanding the Severance Plan to include other senior officers. For 2023, the named executive officers participating in the Severance Plan were, Messrs. Quigley and Malan and Ms. Williams. The Severance Plan provides severance benefits in the event a participant’s employment is terminated under certain circumstances as explained and illustrated in Potential Payments Upon Termination or Change in Control (below). The Plan does not provide excise tax gross-ups to participants under Section 280G of the Code. The Company’s EIP provides for the immediate vesting of restricted stock and performance awards upon a qualified termination in connection with a change in control (e.g., “double trigger”), which is also explained in Potential Payments Upon Termination or Change in Control. Under the terms of the Severance Plan covering the eligible named executive officers, each would be entitled to severance payments and benefits in the event that he or she experiences a “qualifying termination” (i.e., any termination of the participant by the Company other than for cause, disability, or death, or for good reason by a participant in connection with a change in control as is defined in the Severance Plan). A change in control will not automatically entitle an eligible named executive officer to severance benefits or equity acceleration; instead, the executive must also lose his or her job, or suffer a significant adverse change to employment terms or conditions in order to be eligible for benefits under the Severance Plan. In the event of a termination for any reason, eligible named executive officers would be entitled to any earned compensation owed but not yet paid as of the date of termination. Eligible named executive officers would also be entitled to payment of vested benefits, if any. Details of the Severance Plan are provided in the Potential Payments Upon Termination or Change in Control section of this Proxy Statement. Mr. Thirot’s Severance Benefit Under the terms of Mr. Thirot’s Swiss employment agreement he is eligible for similar severance benefits to a Tier 2 participant of the Severance Plan. Ms. Koolhaas’ Severance Benefit Under the terms of Ms. Koolhaas’ Swiss employment agreement she is eligible for similar severance benefits to a Tier 3 participant of the Severance Plan. As a consequence of the completion of the sale of our EMEA staffing operations, Ms. Koolhaas’ employment terminated March 31, 2024. The termination payments to be made to Ms. Koolhaas are described in the “Potential Payments Upon Termination or Change in Control” section below.

  75. Governance of Executive Compensation Programs

    During 2023, the Committee reviewed the executive stock ownership requirements to be in line with market practice and continue to focus on the retention of senior officers. Under the ownership requirements, senior officers are required to hold (50%) of the after-tax shares acquired upon equity award vesting until compliance with the stock ownership requirements is achieved. Shares counted toward achievement of ownership requirements include: directly owned shares, shares held by family or trusts, and 100% of unvested restricted stock awards, restricted stock units, and earned unvested performance shares. Although there is not a fixed compliance period, it is likely that new senior officers will reach the requirements within five years from their start date. The Committee reviews each executive’s progress towards and compliance with the share ownership requirements on an annual basis. If the required level of ownership is not achieved within a reasonable period of time or an executive falls out of compliance with the requirements, the Committee can eliminate or adjust the amount of any future equity awards. Stock ownership levels must be maintained as long as the executive is employed by the Company as a senior officer and is subject to the terms of the Executive Stock Ownership Requirements. As of February 13, 2024, all named executive officers have met their stock ownership requirement. Incentive Compensation Recovery (“Clawback”) Policy The Company’s Clawback Policy applies to awards granted under the STIP and EIP on or after January 1, 2011 to officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934. In early 2019, the application of the Clawback Policy was broadened to include all senior officers. These officers are required to repay or forfeit, to the fullest extent permitted by law and as directed by the Committee, any performance-based annual or long-term incentive compensation, based on the achievement of financial results that were subsequently restated due to the Company’s material non-compliance with the financial disclosure requirements of the federal securities laws, provided the amount of incentive compensation that would have been received or earned would have been lower had the financial results been properly reported. In 2023, the Company modified its policy to comply with the provisions of the new SEC and Nasdaq rules and regulations. The Clawback Policy is included as part of the Company’s updated Insider Trading Policy and Section 16 Compliance Procedures. Hedging and Pledging of Shares The Company’s Insider Trading Policy and Section 16 Compliance Procedures strictly prohibit the Company’s directors and all employees, including the named executive officers, from engaging in hedging, monetization or other derivative or speculative transactions in securities of the Company. This includes short sales, failing to deliver Company securities sold, put or call options, equity swaps, collars, forward sale contracts, exchange funds, holding Company securities in a margin account, or pledging Company securities as collateral for a loan. The EIP does not allow the pledging, sale, assignment, or transfer of shares in any manner, except if the Committee determines that a transfer will not violate any requirements of the SEC or IRS. The Committee may permit an inter vivos transfer by gift to, or for the benefit of, a family member of the grantee. Tax Considerations: Deductibility of Executive Compensation Section 162(m) of the Code places a limit of $1 million on the amount of compensation that can be deducted for tax purposes for the CEO, CFO, and other three highest paid executives listed in the Summary Compensation Table, or were listed in the Summary Compensation Table in any preceding year after 2016. Prior to 2018, the Company’s incentive compensation programs were generally designed to qualify for the performance-based exception to this limit. Beginning in 2018, effective

  76. Summary Compensation Table 2023

    Summary Compensation Table 2023

  77. Summary Compensation Table 2023

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2),(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4)(5)(6) ($) | Total ($) | | Peter W. Quigley | 2023 | 900,000 | — | 2,160,522 | — | 1,015,200 | — | 87,702 | 4,163,424 | | President and Chief | 2022 | 884,077 | — | 1,811,085 | — | 777,988 | — | 62,131 | 3,535,281 | | Executive Officer | 2021 | 840,000 | — | 2,734,149 | — | 320,628 | — | 43,831 | 3,938,608 | | Olivier G. Thirot | 2023 | 667,200 | — | 897,770 | — | 533,093 | — | 88,086 | 2,186,148 | | Executive Vice President | 2022 | 620,583 | — | 864,388 | — | 443,300 | — | 76,181 | 2,004,451 | | and Chief Financial Officer | 2021 | 588,000 | — | 1,732,281 | — | 180,000 | — | 45,225 | 2,545,506 | | Daniel H. Malan | 2023 | 443,000 | — | 571,681 | — | 244,000 | — | — | 1,258,681 | | Senior Vice President and | 2022 | — | — | — | — | — | — | — | — | | President Science, | 2021 | — | — | — | — | — | — | — | — | | Engineering, & Technology | | | | | | | | | | | Vanessa P. Williams | 2023 | 473,827 | — | 400,835 | — | 325,000 | — | 26,122 | 1,225,784 | | Senior Vice President and | 2022 | 413,115 | — | 405,706 | — | 225,600 | — | 20,666 | 1,065,088 | | General Counsel | 2021 | — | — | — | — | — | — | — | — | | Dinette Koolhaas | 2023 | 557,668 | — | 350,178 | — | — | — | 50,020 | 957,866 | | Senior Vice President and | 2022 | 521,865 | — | 368,498 | — | 318,900 | — | 32,859 | 1,242,122 | | President International | 2021 | 535,240 | — | 505,786 | — | 198,000 | — | 34,138 | 1,273,163 |

  78. Summary Compensation Table 2023

    | (1) Represents 2023, 2022, and 2021 actual base salary earnings. Ms. Williams was not a named executive officer in 2021 and Mr. Malan was not a named executive officer in 2022 or 2021. |

  79. Summary Compensation Table 2023

    | (2) The grant date fair values reported for 2023 are determined by multiplying the number of shares granted by the Market Value (“MV”) on the grant date. MV for Restricted Stock is determined by the closing price on the date of grant. MV for Performance Shares is determined by the closing stock price on the date of grant, discounted because these shares are not eligible for dividends. The MV for the Restricted Stock granted to Mr. Malan on February 14, 2023 is $17.93 and to all named officers on March 21, 2023 is $16.03. The MV for Performance Shares granted to all named officers on March 21, 2023 is $15.18. |

  80. Summary Compensation Table 2023

    | (3) The maximum number of shares and award value for Performance Share awards for the 2023-2025 performance period is 200% of target shares granted. The table below shows the maximum number of shares and value for Performance Share awards based on achievement of financial measures using the values of $15.18 for shares granted March 21, 2023. |

  81. Summary Compensation Table 2023

    | Name | Maximum Number of Performance Shares | Maximum Value of Performance Shares | | Peter W. Quigley | 210,544 | 3,196,058 | | Olivier G. Thirot | 69,416 | 1,053,735 | | Daniel H. Malan | 24,872 | 377,557 | | Vanessa P. Williams | 30,992 | 470,459 | | Dinette Koolhaas | 27,076 | 411,014 |

  82. Summary Compensation Table 2023

    | (4) Amounts for named executive officers include company matching contributions to the Management Retirement Plan (“MRP”), and Medicare tax gross-ups on those MRP contributions. (See table below.) The total value of perquisites provided to each named executive officer (other than Mr. Thirot and further below, Ms. Koolhaas) in 2023 was less than $10,000 and, in accordance with reporting regulations, were not required to be included in this table. |

  83. Summary Compensation Table 2023

    | Name | Company Matching MRP Contributions | MRP Medicare Gross-ups | Total All Other Compensation | | Peter W Quigley | 83,899 | 3,803 | 87,702 | | Daniel H. Malan | — | — | – | | Vanessa P. Williams | 23,691 | 2,431 | 26,122 |

  84. Summary Compensation Table 2023

    | | 65 |

  85. Summary Compensation Table 2023

    | (5) The amount reported for Mr. Thirot includes carryover costs associated with his international assignment from Switzerland to the U.S.: fee’s related to U.S. tax preparation of $6,415, fee’s related to Switzerland tax preparation of $19,884, and additional administrative expenses of $1,315, car allowance, and supplemental contribution to the government-mandated occupational pension benefit program paid through Swiss payroll. The amount reported for Ms. Koolhaas includes her representation allowance, supplemental health care allowance, and supplemental contribution to the government-mandated occupational pension benefit program paid through Swiss payroll. |

  86. Summary Compensation Table 2023

    | Name | International Assignment Carryover Cost | Car Allowance | Supplemental Pension Contributions | Total All Other Compensation | | Olivier G. Thirot | 27,614 | 22,685 | 37,787 | 88,086 |

  87. Summary Compensation Table 2023

    | Name | Representation Allowance | Supplemental Health Care | Supplemental Pension Contributions | Total All Other Compensation | | Dinette Koolhaas | 20,016 | 6,305 | 23,699 | 50,020 |

  88. Summary Compensation Table 2023

    | (6) Amounts reported for Mr. Thirot and Ms. Koolhaas are converted from Swiss Francs to U.S. Dollars at an exchange rate of 1 CHF = 1.112 USD. This is calculated using the IRS Yearly Average Currency Exchange Rate for Switzerland for 2023 of 0.899 (1 CHF ÷ 0.899 = $1.112). |

  89. Grants of Plan-Based Awards 2023(1)

    Grants of Plan-Based Awards 2023(1)

  90. Grants of Plan-Based Awards 2023(1)

    | | Grant Date(2) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter W. Quigley | STIP | | 540,000 | 1,080,000 | 2,160,000 | | | | | | | | 3/21/2023 | | | | | 52,636 | 105,272 | 210,544 | | 1,598,029 | | | 3/21/2023 | | | | | | | | 35,090 | 562,493 | | Olivier G. Thirot | STIP | | 283,560 | 567,120 | 1,134,240 | | | | | | | | 3/21/2023 | | | | | 17,354 | 34,708 | 69,416 | | 526,867 | | | 3/21/2023 | | | | | | | | 23,138 | 370,902 | | Daniel H. Malan | STIP | | 121,825 | 243,650 | 487,300 | | | | | | | | 2/14/2023 | | | | | | | | 13,943 | 249,998 | | | 3/21/2023 | | | | | 6,218 | 12,436 | 24,872 | | 188,778 | | | 3/21/2023 | | | | | | | | 8,291 | 132,905 | | Vanessa P. Williams | STIP | | 153,994 | 307,987 | 615,975 | | | | | | | | 3/21/2023 | | | | | 7,748 | 15,496 | 30,992 | | 235,229 | | | 3/21/2023 | | | | | | | | 10,331 | 165,606 | | Dinette Koolhaas | STIP | | 158,000 | 316,000 | 632,000 | | | | | | | | 3/21/2023 | | | | | 6,769 | 13,538 | 27,076 | | 205,507 | | | 3/21/2023 | | | | | | | | 9,025 | 144,671 |

  91. Grants of Plan-Based Awards 2023(1)

    | (1) The Company has not granted stock options since 2004, including 2023. Accordingly, this column has been eliminated from the table. |

  92. Grants of Plan-Based Awards 2023(1)

    | (2) Long-term incentive grants to named executive officers, consisting of Restricted Stock Awards/Units and Performance Shares, were approved by the Committee at its February 14, 2023, meeting for Mr. Malan and its March 21, 2023, meeting for all named officers. |

  93. Grants of Plan-Based Awards 2023(1)

    | (3) Shown are the Threshold, Target, and Maximum payouts for which each executive was eligible under our STIP with respect to fiscal 2023 performance. Amounts actually earned with respect to these awards are included in the Summary Compensation Table as Non-Equity Incentive Plan compensation. Further detail regarding actual 2023 STIP awards appear in the Compensation Discussion & Analysis. |

  94. Grants of Plan-Based Awards 2023(1)

    | (4) Performance Shares granted in 2023 are earned based upon achievement of two financial measures. These two measures are equally weighted. Achievement of a threshold level of performance on either measure results in 50% of the target shares for that measure being earned. Achievement of the target level of performance on either measure results in 100% of the target shares for that measure being earned. Achievement of the maximum level performance on either measure results in 200% of the target shares for that measure being earned by the named executive officer. Achievement between these levels for each measure is interpolated on a straight-line basis. |

  95. Grants of Plan-Based Awards 2023(1)

    | (5) Restricted Stock Awards/Units granted on March 21, 2023 vest ratably on each of the first three anniversaries of the date of grant (33.3% per year). Restricted Stock Awards granted to Mr. Malan on February 14, 2023 will cliff vest on the second anniversary of the date of grant. |

  96. Grants of Plan-Based Awards 2023(1)

    | (6) The grant date fair values reported for 2023 are determined by multiplying the number of shares granted by the Market Value (“MV”) on the grant date. MV for Restricted Stock is determined by the closing price on the date of grant. MV for Performance Shares is determined by the closing stock price on the date of grant, discounted because these shares are not eligible for dividends. The MV for the Restricted Stock granted to Mr. Malan on February 14, 2023 is $17.93 and to all named officers on March 21, 2023 is $16.03. The MV for Performance Shares granted to all named officers on March 21, 2023 is $15.18. |

  97. Grants of Plan-Based Awards 2023(1)

    | 66 | |

  98. Outstanding Equity Awards at Fiscal Year End 2023(1)

    Outstanding Equity Awards at Fiscal Year End 2023(1)

  99. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | Name | Grant Year | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested(2)(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Peter W. Quigley | 2023 | 52,635 | 1,137,969 | 70,182 | 1,517,335 | | | 2022 | 41,776 | 903,197 | 21,222 | 458,820 | | | 2021 | 41,054 | 887,587 | 21,857 | 472,548 | | | 2020 | 18,592 | 401,959 | — | — | | Olivier G. Thirot | 2023 | 28,922 | 625,294 | 23,140 | 500,287 | | | 2022 | 19,938 | 431,060 | 10,130 | 219,011 | | | 2021 | 24,229 | 523,831 | 17,971 | 388,533 | | | 2020 | 9,406 | 203,358 | — | — | | Daniel H. Malan | 2023 | 24,306 | 525,496 | 8,292 | 179,273 | | | 2022 | 6,804 | 147,102 | 3,458 | 74,762 | | | 2021 | 8,654 | 187,099 | 7,286 | 157,523 | | | 2020 | 13,907 | 300,669 | — | — | | Vanessa P. Williams | 2023 | 12,913 | 279,179 | 10,332 | 223,378 | | | 2022 | 9,359 | 202,342 | 4,754 | 102,781 | | | 2021 | 8,948 | 193,456 | 5,343 | 115,516 | | | 2020 | 5,042 | 109,008 | — | — | | Dinette Koolhaas | 2023 | 11,281 | 243,895 | 9,026 | 195,142 | | | 2022 | 8,500 | 183,770 | 4,318 | 93,355 | | | 2021 | 7,243 | 156,594 | 4,856 | 104,987 | | | 2020 | 2,972 | 64,255 | — | — |

  100. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | (1) The Company did not grant stock options during the 2023 fiscal year. All previously outstanding granted stock options for the named executive officers expired during the 2014 fiscal year. As a result, there are no outstanding options to report and, accordingly, these columns have been eliminated from the table. |

  101. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | (2) All outstanding Restricted Stock Awards/Units granted before 2023 vest ratably over four years. Restricted Stock Awards/Units granted in 2023 and after vest ratably over three years, with the exception of Mr. Malan’s February 14, 2023 award which has a two-year cliff vest. 2021 total includes 50% of the Specialty GP mix portion of the KEEP award. The number of outstanding shares has been determined as of December 31, 2023, the last day of the Company’s fiscal year 2023. |

  102. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | (3) Performance results for the first, second and third year of the 2021-2023 LTI are reflected in these totals, which is detailed above in the “2021-2023 Long-Term Incentive Performance Results” section. Performance results for the first and second year of the 2022-2024 LTI are reflected in these totals, which is detailed above in the “2022-2024 Long-Term Incentive Performance Results” section. Performance results for the first year of the 2023-2025 LTI are reflected in these totals, which is detailed above in the “2023-2025 Long-Term Incentive Performance Results” section. |

  103. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | (4) The market value is determined based on the closing market price of our common shares on the last trading day of the 2023 fiscal year, December 29, 2023 ($21.62). |

  104. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | (5) Performance Shares granted in 2021, 2022 and 2023 are earned based upon achievement of selected financial measures over three one-year periods. If the minimum or threshold performance is not attained, the performance shares will be forfeited. The table includes the 2022 Performance Shares year three and the 2023 Performance Shares years two and three, at target. |

  105. Outstanding Equity Awards at Fiscal Year End 2023(1)

    | | 67 |

  106. Option Exercises and Stock Vested 2023

    Option Exercises and Stock Vested 2023

  107. Option Exercises and Stock Vested 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Peter W. Quigley | — | — | 62,249 | 1,110,746 | | Olivier G. Thirot | — | — | 42,447 | 757,156 | | Daniel H. Malan | — | — | 26,199 | 444,538 | | Vanessa P. Williams | — | — | 14,860 | 268,693 | | Dinette Koolhaas | — | — | 12,572 | 224,469 |

  108. Option Exercises and Stock Vested 2023

    | (1) Value Realized on Vesting is calculated by multiplying the shares vested times the stock closing price on the day of vesting. |

  109. Nonqualified Deferred Compensation 2023

    Nonqualified Deferred Compensation 2023

  110. Nonqualified Deferred Compensation 2023

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last Fiscal Year End(5) ($) | | Peter W. Quigley | 167,799 | 83,899 | 546,287 | (164,178) | 3,133,956 | | Olivier G. Thirot | — | — | 25,464 | — | 1,020,411 | | Daniel H. Malan | — | — | — | — | — | | Vanessa P. Williams | 47,383 | 23,691 | 43,460 | — | 231,791 |

  111. Nonqualified Deferred Compensation 2023

    | (1) Executives may defer a percentage of their base salary (up to 25%) and incentive earnings (up to 50%) for retirement. These amounts, as applicable, are reported as a part of the salary or incentive earnings found in the Summary Compensation Table. |

  112. Nonqualified Deferred Compensation 2023

    | (2) Registrant Contributions in Last Fiscal Year above represent Company matching contributions (50% of the first 10% of salary and annual incentive deferrals), and they are also reported as All Other Compensation in the Summary Compensation Table. |

  113. Nonqualified Deferred Compensation 2023

    | (3) Represents actual earnings (or loss) from the investment of the prior year aggregate balance plus the earnings on current year executive and Company contributions. The aggregate earnings are based on investment options that are also offered to employees who participate in the Company’s tax-qualified 401(k) plan. As these earnings are not “above market” interest payments or preferential earnings, they are not included in the Summary Compensation Table. |

  114. Nonqualified Deferred Compensation 2023

    | (4) Participants may elect to receive distributions after separation from service, the later of a specified age and separation of service or a scheduled in-service distribution. Amounts may be paid as a lump sum, monthly installments for up to 20 years, or a combination of the two as elected by the participant. |

  115. Nonqualified Deferred Compensation 2023

    | (5) Amounts reported in this column include the following amounts that have been reported in the Summary Compensation Table for fiscal years 2013-2023: Peter W. Quigley ($1,085,878); Named in the proxies for fiscal years 2015-2023: Olivier G. Thirot ($791,800); Named in the proxies for fiscal years 2022-2023: Vanessa P. Williams ($44,347). |

  116. Potential Payments Upon Termination or Change in Control 2023

    Potential Payments Upon Termination or Change in Control 2023 Summary of Potential Payments This section describes the potential additional payments and benefits under our compensation and benefit plans and arrangements to which the named executive officers would be entitled upon termination of employment under certain circumstances. Named executive officers would also be entitled to vested benefits and generally available benefits under our various plans and arrangements, as discussed after the Potential Payments Upon Termination or Change in Control table. The Company does not maintain employment agreements with our named executive officers, other than where it is customary outside of the U.S., as in the case of Mr. Thirot and Ms. Koolhaas. The table following the narrative discussion summarizes the amounts payable upon termination under certain circumstances to our named executive officers, assuming that the executive’s employment terminated on December 31, 2023, the last day of our fiscal year. Senior Executive Severance Plan The Company implemented the Senior Executive Severance Plan (“Severance Plan”) for a limited number of executive officers in March 2017. During its March 23, 2021 meeting, the Committee approved expanding the Severance Plan to include

  117. Potential Payments Upon Termination or Change in Control 2023

    | 68 | |

  118. Potential Payments Upon Termination or Change in Control 2023

    other senior officers. Described below and illustrated in the table, Potential Payments Upon Termination or Change in Control, are the different elements payable under the Severance Plan if a named executive officer who was a party to the Severance Plan would experience a qualifying termination. All continuation amounts would be paid over the salary continuation period in compliance with Section 409A of the Code. Messrs. Quigley and Malan and Ms. Williams were covered in the Severance Plan for 2023. Mr. Thirot and Ms. Koolhaas are covered by the terms of their employment agreements as summarized below. If one of the eligible named executive officers were to have experienced a qualifying termination under the Severance Plan in 2023, the named executive officer would have been entitled to severance benefits based on the type of qualified termination and whether they were a Tier 1, Tier 2, or Tier 3 participant. Mr. Quigley was the only Tier 1 participant in the Severance Plan. Ms. Williams was the only Tier 2 participant in the Severance Plan. Mr. Thirot’s employment agreement provides him with similar Tier 2 severance benefits. Mr. Malan was a Tier 3 participant in the Severance Plan. Ms. Koolhaas’ employment agreement provides her with similar Tier 3 severance benefits. A “qualified termination” is any termination of a participant’s employment: by the Company other than for cause, disability, or death; or for “good reason” by a participant in connection with a change in control. For a qualified termination that occurs not in connection with a change in control, a Tier 1 participant would receive severance payments in the form of base salary continuation for a period of 24 months, a Tier 2 participant would receive severance payments in the form of base salary continuation for a period of 18 months, and a Tier 3 participant would receive severance payments in the form of base salary continuation for a period of 12 months. In addition, Tier 1, Tier 2, and Tier 3 participants would receive a prorated portion of their annual incentive compensation for the fiscal year in which the termination occurred, based on the actual performance results for the year. The pro rata annual incentive payout will be determined based on the number of days in the fiscal year the eligible named executive officer was actually employed during such plan year divided by 365. Prorated annual incentive awards are paid at the same time that incentive compensation for the same year is paid to the other senior officers of the Company, following certification by the Committee that applicable performance goals have been attained. Salary continuation amounts would be paid by the Company in installments over the severance period and in accordance with the Company’s standard payroll practice, subject to the requirements of Section 409A. For a qualified termination that occurs in connection with a change in control, a Tier 1 participant would receive a single lump sum severance payment equal to two times the sum of the participant’s annual base salary and target annual incentive compensation. A Tier 2 participant would receive a single lump sum severance payment equal to one and one-half times the sum of the participant’s annual base salary and target annual incentive compensation. A Tier 3 participant would receive a single lump sum severance payment equal to one time the sum of the participant’s annual base salary and target annual incentive compensation. In addition, Tier 1, Tier 2, and Tier 3 participants would receive a prorated portion of their annual incentive compensation. If the qualifying termination occurred in the same year as the change in control, a prorated portion of the participant’s annual incentive compensation is paid based on achievement of a target level of performance. If the qualifying termination occurred in the two years following a change in control, a prorated portion of the participant’s annual incentive compensation is paid based on the actual performance results achieved for the year. Any pro rata annual incentive payout will be determined based on the number of days in the fiscal year the eligible named executive officer was actually employed during such plan year divided by 365. Prorated annual incentive awards are paid in a lump sum at the same time that incentive compensation for the same year is paid to the other senior officers of the Company, following certification by the Committee that applicable performance goals have been attained. Participants are subject to a best-net cutback for 280G excise tax calculations with no excise tax gross-ups provided under the Severance Plan. Subject to the participant’s timely election of continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company would provide comparable medical (including prescription drug), dental, vision, and hospitalization benefits to the eligible named executive officer and his or her eligible dependents for the severance period, provided the named executive officer continues to pay the applicable employee rate for such coverage and the named executive officer remains eligible for COBRA coverage. The severance period for a Tier 1 participant is 24 months, for a Tier 2 participant is 18 months, and for Tier 3 participant is 12 months. The eligible named executive officer will be entitled to receive reimbursement for professional outplacement services actually incurred during the initial 12-month period following termination, not to exceed $10,000. The eligible named executive officers, as a condition to receiving payments under the Severance Plan, are required to sign a general release of claims relating to their employment. In addition, they are required to agree not to directly or indirectly, individually or in any capacity or relationship, engage in any business or employment, or aid or endeavor to assist any business or legal entity, that is in direct competition with the business of the Company for the 12 months following termination.

  119. Potential Payments Upon Termination or Change in Control 2023

    | | 69 |

  120. Potential Payments Upon Termination or Change in Control 2023

    During the 12 months following termination, the eligible named executive officers must also agree to not induce any employee of the Company to terminate employment with the Company, nor knowingly offer employment to any person who is or who was employed by the Company unless such person has ceased to be employed by the Company for a period of at least six months. Named executive officers covered under the Severance Plan may not disparage, slander, or injure the business reputation or goodwill of the Company. Named executive officers must maintain as secret and confidential all protected information such as trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including but not limited to customer lists, sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its agents or employees, including the named executive officer. Noncompliance with any of the above may result in the loss of severance benefits. Treatment of Long-Term Incentive Awards Each equity-based award is conditioned upon the grantee’s acceptance of the terms of the EIP and the grant agreement, which includes restrictive covenants such as post-employment conditions not to solicit the Company’s employees or customers and not to compete against the Company for twelve months following any termination of employment, and indefinite covenants covering non-disparagement and confidentiality terms. Each of our named executive officer’s performance-based equity awards is subject to the Company’s Clawback Policy. Provisions for the treatment of long-term incentive awards upon various termination scenarios are outlined in the table below.

  121. Potential Payments Upon Termination or Change in Control 2023

    | Termination | Restricted Stock/Units (Time Vesting) | Performance Shares (Performance and Time Vesting) | | Termination not for Cause in connection with a Change In Control | Immediate Vesting | Immediate Vesting at Target | | Other Termination not for Cause | Forfeit | Prorated based on actual results (as determined at the end of the cycle), subject to employment for at least one year after the date grant was approved | | Termination for Good Reason in connection with a Change in Control | Immediate Vesting | Immediate Vesting at Target | | Termination for Cause | Forfeit | Forfeit | | Voluntarily Quit | Forfeit | Forfeit | | Retirement | Forfeit | Prorated based on actual results (as determined at the end of the cycle) for “Normal Retirement” defined as age 62 with 5 years of service or as a combination of age plus years of service equal to 70, with a minimum age of 60 | | Death or Disability | Prorated | Prorated based on actual results |

  122. Potential Payments Upon Termination or Change in Control 2023

    | 70 | |

  123. Potential Payments Upon Termination or Change in Control 2023

    Based on the terms of the severance plans and treatment of LTI awards for each upon termination of employment as outlined above, the table below illustrates the amounts that each named executive officer would receive in each of the potential termination scenarios.

  124. Potential Payments Upon Termination or Change in Control 2023

    | Event and Amounts | Peter W. Quigley ($) | Olivier G. Thirot ($) | Daniel H. Malan ($) | Vanessa P. Williams ($) | | Involuntary Termination (For Cause) | | | | | | No other payments due | | | | | | Voluntary Termination | | | | | | No other payments due | | | | | | Death or Disability | | | | | | Performance Shares (Equity-Based)(1) | 1,373,713 | 612,149 | 208,244 | 271,742 | | Restricted Shares(2) | 763,856 | 473,932 | 487,357 | 185,369 | | Total | 2,137,569 | 1,086,081 | 695,601 | 457,111 | | Normal Retirement (Age 62 and 5 Years of Service or any Combination of Age + Service > 70 with Minimum Age of 60) | | | | | | Performance Shares (Equity-Based)(1) | 1,373,713 | 612,149 | — | — | | Involuntary Termination (Not For Cause) | | | | | | Cash Severance(3) | 1,800,000 | 1,000,800 | 557,668 | 712,500 | | Pro-Rated Annual Incentive(4) | 1,015,200 | 533,093 | 244,000 | 325,000 | | Performance Shares (Equity-Based)(1) | 994,390 | 487,099 | 163,447 | 215,919 | | Restricted Shares(2) | — | — | — | — | | Benefits Continuation(5) | 20,497 | 56,681 | 6,666 | 20,659 | | Outplacement Services(6) | 10,000 | 10,000 | 10,000 | 10,000 | | Total | 3,840,088 | 2,087,672 | 981,781 | 1,284,078 | | Termination in Connection with a Change In Control (For Good Reason or Not For Cause) | | | | | | Cash Severance(3) | 3,960,000 | 1,851,480 | 686,650 | 1,175,625 | | Pro-Rated Annual Incentive(4) | 1,080,000 | 567,120 | 243,650 | 308,750 | | Performance Shares (Equity-Based)(1) | 3,349,868 | 1,331,446 | 462,279 | 597,901 | | Restricted Shares(2) | 2,429,548 | 1,559,926 | 1,109,646 | 627,759 | | Benefits Continuation(5) | 20,497 | 56,681 | 6,666 | 20,659 | | Outplacement Services(6) | 10,000 | 10,000 | 10,000 | 10,000 | | Total | 10,849,913 | 5,376,653 | 2,518,891 | 2,740,694 |

  125. Potential Payments Upon Termination or Change in Control 2023

    | (1) In the event of a named executive officer’s termination of employment due to disability, death, normal retirement (defined as age 62 with five years of service or any combination of age + service = 70 with a minimum age of 60), or termination by the Company without Cause, at the end of the performance period and following approval by the Compensation and Talent Management Committee, the named executive officer (or the named executive officer’s beneficiary) would receive a pro rata portion of the equity-based Performance Award that would have otherwise vested if employment had continued until the end of the performance period, based on the portion of the performance period that the officer was employed and based on the performance level achieved. Amounts shown for termination due to death or disability, reflect actual shares earned for the 2021 Year 1, Year 2 and Year 3, 2022 Year 1 and Year 2, and 2023 Year 1 PSU grants. For termination by the Company without Cause, the named executive officer must have been employed for at least one year following the date of each grant in order to be eligible to receive prorated performance shares. Upon a Change in Control, if awards are not assumed, converted, or replaced by the resulting entity, all vesting restrictions on outstanding Performance Awards shall lapse, with any applicable performance goals deemed to be satisfied as if “target” performance had been achieved and all such Awards become fully vested and exercisable, effective as of the date of such Change in Control. The value under the pro rata settlement or Change in Control settlement (assuming the December 29, 2023 stock value of $21.62) is shown in the table. |

  126. Potential Payments Upon Termination or Change in Control 2023

    | | 71 |

  127. Potential Payments Upon Termination or Change in Control 2023

    | (2) In the event of a named executive officer’s termination of employment due to disability or death, the named executive officer (or the named executive officer’s beneficiary) would receive a pro rata settlement of unvested restricted shares outstanding at the time of termination. For each grant of restricted stock awards/units, the number of shares settled would equal the total number of restricted shares originally granted times the ratio of days employed since the grant date divided by total number of days in the vesting period less the number of restricted shares already settled on the anniversary dates of the grant. Upon a Change in Control, if awards are not assumed, converted, or replaced by the resulting entity, all vesting restrictions on outstanding Restricted Share awards/units shall lapse, and all such Awards become fully vested and exercisable, effective as of the date of such Change in Control. The value under the prorated settlement or Change in Control settlement (assuming the December 29, 2023 stock value of $21.62) is shown in the table. |

  128. Potential Payments Upon Termination or Change in Control 2023

    | (3) Per the Severance Plan, for involuntary termination by the Company without cause, the value of cash severance includes base salary continuation for Mr. Quigley for 24 months, Ms. Williams for 18 months, and Mr. Malan for 12 months. For payments under Change in Control, with qualifying termination, Mr. Quigley would receive a lump sum payment equal to 2 times the sum of his annual base salary and target annual incentive; Ms. Williams would receive a lump sum payment equal to 1.5 times the sum of base salary and target annual incentive; and Mr. Malan would receive a lumpsum payment equal to one time the sum of base salary and target annual incentive. Per Mr. Thirot’s Swiss employment agreement, for involuntary termination by the Company without cause, the value of cash severance includes base salary continuation for Mr. Thirot for 18 months. For payments under Change in Control, with qualifying termination, Mr. Thirot would receive a lump sum payment equal to 1.5 times the sum of base salary and target annual incentive |

  129. Potential Payments Upon Termination or Change in Control 2023

    | (4) In the event of an involuntary termination by the Company without cause and not in connection with a change in control, Messrs. Quigley and Malan, and Ms. Williams were eligible to receive a pro rata portion of their annual Incentive Compensation for such fiscal year, based on the actual performance results for such year. In the event of an involuntary termination by the Company without cause or termination by the named executive officer for good reason, either occurring in connection with a change in control, Messrs. Quigley, Thirot, and Malan and Ms. Williams were eligible to receive a pro rata portion of their annual Incentive Compensation for such fiscal year, paid at the target level. The value of pro rata target incentive with respect to year of termination represents the calculated target incentive for the named executive officers if they had terminated on December 31, 2024. |

  130. Potential Payments Upon Termination or Change in Control 2023

    | (5) The value of the health care benefit provided is calculated as the Company-paid portion of the medical plan cost, times the number of months eligible according to the applicable severance plan. Coverage can include medical, dental, and vision (assumes no change in Health Plan or coverage type) and assumes a 10% health care coverage cost increase in second year (as applicable). Named executive officers participating in the Senior Executive Severance Plan continue to pay the employee rate for COBRA coverage during the severance period. For Mr. Thirot, amounts in this column include continuation of pension contributions. |

  131. Potential Payments Upon Termination or Change in Control 2023

    | (6) Represents the maximum allowed benefit for reimbursement of outplacement services for participants in the applicable Severance Plan. Mr. Thirot are eligible for outplacement services under the terms of their employment agreements and the amount shown represents the maximum allowed benefit. |

  132. Potential Payments Upon Termination or Change in Control 2023

    The named executive officers would also be entitled to the vested benefits included in the Outstanding Equity Awards at Fiscal Year-End table and the Nonqualified Deferred Compensation table. In addition, the amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment or certain types of termination of employment. These include accrued salary and vacation pay, and life insurance benefits. As part of the completion of the sale of our EMEA staffing operations, Ms. Koolhaas entered into a Termination Agreement, terminating her employment contract with Kelly Services OCG (the “Termination Agreement” filed January 8, 2024) as of March 31, 2024. Under the terms of the Termination Agreement, Ms. Koolhaas was entitled to a severance benefit equal to 12 months of base compensation, 100% of annual incentive compensation at target and certain other benefits. In addition, in exchange for Ms. Koolhaas’ assistance in supporting the preparation for and completion of the sale transaction, she received payment equal to 1% of the Purchase Price as defined in the Transaction Agreement.

  133. Potential Payments Upon Termination or Change in Control 2023

    | 72 | |

  134. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For fiscal 2023, our last completed fiscal year, our methodology and finding details are as follows: Methodology

  135. CEO Pay Ratio

    | ● | We selected October 31, 2023, as the date we would use to identify our median employee; |

  136. CEO Pay Ratio

    | ● | as of October 31, 2023, our employee population totaled 103,850 and consisted of all active regular and temporary employees; |

  137. CEO Pay Ratio

    | • | about 94% are temporary employees who work anywhere from one week to fifty-two weeks in a calendar year, with approximately 26% located outside of the U.S and Canada; |

  138. CEO Pay Ratio

    | • | for 2023, we did utilize the De Minimis 5% Exemption and excluded the employees from Luxemburg; |

  139. CEO Pay Ratio

    | ● | employee compensation outside the U.S. was converted to U.S. dollars using the Company’s 2023 budgeted exchange rates. |

  140. CEO Pay Ratio

    Findings

  141. CEO Pay Ratio

    | ● | The median of the annual total compensation of all employees of our company (other than our CEO), was $12,673; |

  142. CEO Pay Ratio

    | ● | the annualized total compensation of our CEO, was $4,163,424; and |

  143. CEO Pay Ratio

    | ● | based on this information, the ratio of the annual total compensation for our CEO to the median of the annual total compensation of all employees is 329 to 1; |

  144. CEO Pay Ratio

    | ● | our median employee was a temporary employee located in the U.S. and worked approximately twenty-three weeks during 2023. |

  145. CEO Pay Ratio

    | | 73 |

  146. CEO Pay Ratio

    The following table sets forth the compensation for our Chief Executive Officer (“CEO”) and the average compensation for our other non-CEO named executive officers (“NEOs”), both as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the compensation actually paid (“CAP”) to such individuals, as defined under SEC rules, for the years 2023, 2022, 2021, and 2020. The table also provides information on our cumulative total shareholder return (“TSR”) for both our Class A and Class B Common Stock; the cumulative TSR of our peer group; Net Earnings; and the Company-Selected Measure (“CSM”), Non-GAAP Adjusted Earnings from Operations (“EFO”), over such years in accordance with SEC rules.

  147. Pay vs. Performance Table

    Pay vs. Performance Table

  148. Pay vs. Performance Table

    | Year (a) | Summary Compensation Table Total to CEO (b) | Compensation Actually Paid CEO (1)(2) (c) | Average Summary Compensation Table Total for Non-CEO NEOs (d) | Average Compensation Actually Paid to Non-CEO NEOs (1)(2) (e) | Value of Initial Fixed $100 Investment Based On: | | | Net Earnings (Loss) in millions (i) | CSM:: Non-GAAP Adj EFO in millions (4) (j) | | | | | | | TSR (Class A) (f) | TSR (Class B) (g) | Peer TSR (3) (h) | | | | 2023 | $4,163,424 | $4,313,597 | $1,407,120 | $1,555,635 | $99.65 | $103.53 | $121.22 | $36.4 | $69.1 | | 2022 | $3,535,281 | $2,762,629 | $1,331,744 | $1,150,597 | $76.65 | $81.19 | $113.87 | ($62.5) | $68.3 | | 2021 | $3,938,608 | $2,864,364 | $1,640,264 | $1,362,908 | $74.94 | $78.78 | $152.43 | $156.1 | $52.6 | | 2020 | $1,550,693 | $1,334,735 | $786,788 | $827,855 | $91.45 | $94.29 | $100.85 | ($72.0) | $44.3 |

  149. Pay vs. Performance Table

    | (1) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation actually paid as reported in the Pay versus Performance Table. Compensation actually paid, generally, is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of the end of the fiscal year for the applicable year or, if earlier, the vesting date (rather than the grant date). We do not offer pension plan benefits therefore, there was not a change in pension value for any of the years reflective in this table. To calculate CAP, the following amounts were deducted from and added to SCT total compensation: |