DEF 14A of Kelly Services Inc, Apr 13, 2026

DEF 14A of Kelly Services Inc

Filed Apr 13, 2026 · FY20250001193125-26-152858

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 | | | James Christopher Hunt Non-Executive Chairman of the Board | 55 | 2026 | | Compensation and Talent Management, Corporate Governance and Nominating (Chair) | | | Christopher D. Layden President and Chief Executive Officer (“CEO”) | 42 | 2025 | | | | | Angela Brock-Kyle Director | 66 | 2026 | • | Corporate Governance and Nominating | | | Robert S. Cubbin Director | 68 | 2014 | • | Audit, Compensation, and Talent Management (Chair) | | | Amala Duggirala Director | 51 | 2022 | • | Audit | | | Edward Escudero Director | 55 | 2026 | • | Compensation and Talent Management | | | James K. Hunt Director | 74 | 2026 | • | Lead Director Corporate Governance and Nominating | | | Ryan B. McCrory Director Nominee | 38 | 2026 | | | | | Leslie A. Murphy Director | 74 | 2008 | • | Audit (Chair) | | | Michael J. Wartell Director Nominee | 57 | 2026 | • | | | | George Young III Director Nominee | 67 | 2026 | • | |

  3. Director Nominees

    | 6 | |

  4. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The Board of Directors nominated eleven 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. In 2025, our Company underwent a significant leadership transition alongside continued enhancements in corporate governance. Effective September 2, 2025, Christopher D. Layden was appointed as our new President and CEO and joined our Board of Directors. On the same day, Peter Quigley stepped down from his role as President and CEO in anticipation of his planned retirement. Chris’s appointment followed a rigorous succession process led by the Board, which considered both internal and external candidates. Mr. Layden brings a wealth of experience to the role. He most recently served as Chief Operating Officer at Prolink, a leading workforce solutions provider offering expertise in staffing, technology, culture, data, and talent experience solutions nationwide. Before his tenure at Prolink, Mr. Layden spent nearly twenty years with ManpowerGroup. In this global workforce solutions company, he held a variety of positions with increasing responsibility, including vice president and general manager of industry verticals. Additionally, on January 30, 2026, the Terence E. Adderley Revocable Trust K (“Trust K”) closed a transaction with Hunt Equity Opportunities, LLC (“Hunt”), pursuant to which Hunt acquired 3,039,940 shares of Class B Common Stock of Kelly from Trust K, causing Hunt to become the controlling shareholder of Kelly with 92.2% of the Class B Common Stock (“the “transaction”). Following the transaction, Kelly announced changes to the composition of the Company’s Board of Directors. Effective January 30, 2026, and continuing until the 2026 Annual Meeting of Stockholders, the Board consists of four Hunt designees: Chris Hunt, Angela Brock-Kyle, Edward Escudero, and James K. Hunt; Christopher D. Layden; and three directors who were serving as of January 30, 2026 and continue to serve on the Board: Robert S. Cubbin, Amala Duggirala, and Leslie A. Murphy. Chris Hunt was appointed as Chairman of the Board and James K. Hunt, lead director. As part of these changes, Terrence B. Larkin, Gerald S. Adolph, George S. Corona, InaMarie F. Johnson, and Peter W. Quigley resigned from the Board, effective January 30, 2026. 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, Hunt, has indicated its support and intention to vote for each director nominee. 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 of Directors has a majority of directors who are independent under the listing standards of the Nasdaq Global Select Market, or Nasdaq. The Nasdaq Stock Market LLC Rules provide that a director of a business development company shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. On March 17, 2026, our Board affirmatively determined that directors Angela Brock-Kyle, Robert S. Cubbin, Amala Duggirala, Edward Escudero, James K. Hunt, Leslie A. Murphy, Michael J. Wartell, and George H. Young III, representing a majority of the Board, are independent. Messrs. Chris Hunt and Ryan McCrory are “interested persons” due to their positions with Hunt Companies, Inc., as discussed in their respective biographies. Based upon independently verified information obtained from each director concerning their background, employment, and affiliations, the Board of Directors has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board of Directors or any committee thereof.

  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 the unique attributes and experiences of each director nominee 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

  7. Board Nominees

    | | 13 |

  8. Board Nominees

    directors who are women on the Board for the past 17 years. While we do not have a formal diversity policy, the Board will continue to prioritize varied perspectives and backgrounds in future Board membership. For each of the eleven 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 committees on which each director nominee will serve as of the 2026 Annual Meeting. The Board composition charts, including information on 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 as of April 13, 2026.

  9. Biographical Information About Director Nominees

    Biographical Information About Director Nominees

  10. Biographical Information About Director Nominees

    | | Board Committees ● Corporate Governance and Nominating (Chair) ● Compensation and Talent Management Principal Occupation and Directorships ● Chief Executive Officer, Hunt Companies, Inc. (2015 – present) ● President, Chief Operating Officer, Hunt Companies (2013 – 2015) ● Executive, Hunt Development Group (1993 – 2013) ● Director, Hunt Companies (2001 – present) ● Director, Amber Infrastructure Group (2015 – present) ● Director, Envolve (formerly LEDIC Realty Company) (2015 – present) ● Director, Lument Finance Trust (2018 – present) ● Director, Moss & Associates (2014 – present) Education ● University of Texas at Austin, BS in economics ● University of Texas at Austin, MBA in Finance On January 30, 2026, Mr. Hunt was appointed Chairman of the Board at Kelly Services, Inc. He has served as Chief Executive Officer of Hunt Companies, Inc. since 2015 and is an active member of its Board of Directors and a member of the firm’s executive investment committees. In addition to his role at Hunt Companies, Mr. Hunt serves on the boards of several affiliated entities, including Amber Infrastructure Group, Envolve (formerly LEDIC Realty Company), Hunt Companies Finance Trust (formerly Five Oaks), and Moss & Associates. Mr. Hunt began his career at Hunt Companies in 1993 and has held a variety of leadership positions throughout his tenure. Before he was appointed CEO, he served successively as President, Chief Operating Officer, and then CEO of Hunt Development Group. His executive leadership and business perspective further strengthen the Kelly board. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Acumen ● Innovation ● Mergers & Acquisitions | |

  11. Biographical Information About Director Nominees

    | | 17 |

  12. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● President and Chief Executive Officer, Kelly Services, Inc. (2025 – present) ● Chief Operating Officer, Prolink (2023 – 2025) ● Vice President, General Manager, Global Industry Leader ManpowerGroup (2004 – 2023) Education ● Boston College, BA, Philosophy Mr. Layden was appointed President and Chief Executive Officer of Kelly Services, Inc. in September 2025. A dynamic leader with over 20 years of industry experience, he has a proven record of transforming businesses and driving profitable growth through effective go-to-market strategies. Prior to Kelly, Mr. Layden served as COO at Prolink, a workforce solutions provider specializing in healthcare, technology, and skilled labor. He also spent nearly two decades at ManpowerGroup in various senior leadership roles encompassing general management, regional leadership, corporate strategy, and sales. Mr. Layden is a member of The Aspen Institute’s 2026 Class of Henry Crown Fellows and serves on the Board of Directors for the American Staffing Association, Business Leaders for Michigan, and the Detroit Economic Club. He brings proven leadership, industry expertise, and business acumen to the Kelly board. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/ ● Cybersecurity ● Financial Acumen ● Risk Management ● Sustainability/ESG ● Mergers & Acquisitions | |

  13. Biographical Information About Director Nominees

    | | Board Committees ● Corporate Governance and Nominating Principal Occupation and Directorships ● External Board Member, Hunt Companies, Inc. (2019 – present) ● Director, Bowhead Specialty Holdings Inc. and predecessor (2020 – present) ● Founder & CEO, B.O.A.R.D.S. (board governance consultancy) (2013 – 2023) ● Trustee, Guggenheim Funds Trusts (2016 – present) ● Trustee, Mutual Fund Directors Forum (2022 – present) ● Chair, Global X Venture Fund (2025 – present) ● Director, Infinity Property & Casualty (2014 –2018) Education ● University of California, Los Angeles, JD/MBA ● California State University, East Bay, BS, Finance and Marketing ● NACD Certified Director Ms. Brock-Kyle joined the Board in January 2026. She is an accomplished independent director and trustee, holding the CFE credential with more than 35 years of corporate experience and governance expertise on diverse boards and committees. Her specialties encompass financial statement analysis, strategic planning, due diligence, enterprise risk management, brand management, and portfolio management. Her leadership and contributions to governance have earned her recognition as a “Director to Watch” and inclusion in the NACD Directorship 100 as an influential director. Ms. Brock-Kyle currently serves on the Boards of Hunt Companies Inc., Guggenheim Funds, Bowhead Specialty Holdings Inc. (BOW), the Global X Venture Fund, and the MFDF (formerly Mutual Fund Directors Forum). She is passionate about elevating board performance, promoting best practices, and fostering collaboration among stakeholders, consistently driving positive outcomes in the organizations she serves. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Financial Expert ● Technology/Digitization/ Cybersecurity ● Risk Management ● Legal/Corporate Governance ● Sustainability & ESG ● Mergers & Acquisitions | |

  14. Biographical Information About Director Nominees

    | 18 | |

  15. Biographical Information About Director Nominees

    | | Board Committees ● Audit ● Compensation and Talent Management (Chair) Principal Occupation and Directorships ● Director, Huntington Bancshares Incorporated (2017 – 2023) ● Director, First Merit Corporation (2013 – 2017) ● Director, Citizens Republic Bancorp (2008 – 2013) ● Director, 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, enterprise risk 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 | |

  16. Biographical Information About Director Nominees

    | | Board Committees ● Audit Principal Occupation and Directorships ● Chief Digital Officer and Chief Technology Officer, Delta Air ines (2026 – present) ● Executive Vice President and Chief Information Officer, United Services Automobile Association (USAA) (2022 – 2026) ● Senior Executive Vice President, Chief Operations and Technology Officer, Regions Financial Corporation (2017 – 2021) ● Director, Innovation Depot (2021) ● 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 25 years of experience in the telecommunications, payments, and banking industries. 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 2021, Ms. Duggirala was named one of the top 50 CIOs by Forbes and received the distinguished Outstanding 50 Asian Americans in Business Award in 2022. She was also recognized as one of the most influential women in payments in Alabama in previous years. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization / Cybersecurity ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● Sustainability/ESG ● Mergers & Acquisitions | |

  17. Biographical Information About Director Nominees

    | | 19 |

  18. Biographical Information About Director Nominees

    | | Board Committees ● Compensation and Talent Management Principal Occupation and Directorships ● President and CEO, High Desert Capital (2010 – present) ● Chairman, El Paso Electric Company (2013 – present) ● External Board Member, Hunt Companies, Inc. (2020 – present) ● Vice Chairman, WestStar Bank (2014 – present) ● Executive Vice President & Chief Financial Officer, C&R Distributing (2008 – 2013) ● Secretary & Chief Financial Officer, Petro Stopping Centers, L.P. (2002 – 2007) ● Advisory Board Member, Transtelco, Inc. (2021 – present) ● Director, Medical Center of the Americas Foundation (2006 – present) ● Executive Committee Member, Texas Business Leadership Council (2016 – present) ● Member, University of Texas Chancellor’s Council Executive Committee (2022 – present) Education ● University of Texas at El Paso, BBA, Accounting Mr. Escudero joined the Board in January 2026. He is the President and CEO of High Desert Capital, an El Paso-based small business financing company, and Vice Chairman of WestStar Bank. He previously served as Executive Vice President and CFO of C&R Distributing and as Secretary and CFO of Petro Stopping Centers, L.P. Mr. Escudero is Chairman of the El Paso Electric Company and serves on the boards of Flo Networks, the Medical Center of the Americas Foundation, the Hospitals of Providence Memorial & Sierra Campuses, Paso del Norte Community Foundation, and a range of other civic and business organizations. Mr. Escudero has received several awards that recognize his achievements and philanthropic efforts, including the UTEP Distinguished Alumni in 2023, Lucy G. Acosta Humanitarian Award in 2020, the Community Spirit Award in 2015, El Paso Business Hall of Fame Award in 2014, the Hispanos Triunfadores Award in 2013, and the UTEP Gold Nugget Award in 2012. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Expert ● Mergers & Acquisitions | |

  19. Biographical Information About Director Nominees

    | 20 | |

  20. Biographical Information About Director Nominees

    | | Board Committees ● Lead Director ● Corporate Governance and Nominating Principal Occupation and Directorships ● Non-Executive Chairman, Hunt Companies, Inc. (2015 – present) ● Director and Chairman of Investment Committee, Aspida Holdings (2013 – present) ● Director, Cartiga LLC (2022 – present) ● Vice Chairman and Trustee, St. John’s Health, Jackson, WY (2023—present) ● Director, PennyMac Financial Services, Inc. (2013 – 2024) (Lead Director 2013 – 2022) ● Director, Ares Dynamic Credit Allocation Fund Inc. (NYSE: ARDC) (2017 -2023) ● Director, CION Ares Diversified Credit Fund (2017 – 2023) ● Founder, CEO, and Chief Investment Officer, THL Credit, Inc. and THL Credit Advisors (2007 – 2015) ● Co-Founder, CEO and Managing Partner, Bison Capital Asset Management (2001—2007) Education ● University of Texas at El Paso, BBA, Accounting and Economics ● Wharton School at the University of Pennsylvania, MBA On January 30, 2026, Mr. Hunt was named Lead Director of the Board at Kelly. He currently serves as the principal of Tournament Capital Advisors LLC, where he specializes in consulting and investing across private equity and credit markets. Previously, Mr. Hunt was Managing Partner and CEO of Middle Market Credit at Kayne Anderson Capital Advisors. He also served as Non-Executive Chairman of THL Credit, Inc., where he was a founder, Chief Executive Officer, and Chief Investment Officer of both THL Credit, Inc. and THL Credit Advisors. Earlier in his career, he held senior leadership positions at Bison Capital Asset Management and SunAmerica Investments. Mr. Hunt began his professional journey at Citibank/Citicorp, ultimately becoming the Far West Area Head of Leveraged Capital. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  21. Biographical Information About Director Nominees

    | | 21 |

  22. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● President, Hunt Companies, Inc. (2025 – present) ● Executive Vice President, Hunt Companies, Inc. (2019 – 2025) ● Senior Vice President, Hunt Companies, Inc. (2017 – 2019) Education ● Texas Christian University, BA, Finance and Accounting Mr. McCrory is the President of Hunt Companies, Inc. He joined Hunt in 2017 as Senior Vice President, was promoted to Executive Vice President in 2019, and became President in 2025. In addition to his leadership role, Mr. McCrory serves on Hunt’s Executive Committee, Investment Committee, and Finance Committee. He is also a member of the Board of Directors for several Hunt Companies affiliates, including Boyd Watterson, Carter USA, City Light & Power, Inman Solar, Moss Construction, Monarch Private Capital, and View Homes, where he plays a pivotal role in optimizing governance and shaping each business’s strategic direction. Mr. McCrory also serves on the Board of Directors for Las Palmas Del Sol Medical Center. He brings a wealth of leadership experience and corporate know-how to the Kelly board. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Technology/Digitization/ Cybersecurity ● Financial Acumen ● Mergers & Acquisitions | |

  23. Biographical Information About Director Nominees

    | | Board Committees ● Audit (Chair) Principal Occupation and Directorships ● President and CEO, Murphy Consulting, Inc. (2008—present) ● Certified Public Accountant ● Member of AICPA’s Governing Council (2000—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 registered national accounting firm. She brings to the Board analytical capability, understanding of economics and strategic elements of business, and expertise in enterprise risk management and cybersecurity. Dedicated to the highest standards of director education and ongoing learning, Ms. Murphy earned the NACD Directorship Certification and the American Institute of Certified Public Accountants’ (AICPA) Cybersecurity Fundamentals for Finance and Accounting Professionals certification. 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. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Industry ● Technology/Digitization/ Cybersecurity ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  24. Biographical Information About Director Nominees

    | 22 | |

  25. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● President, Bluerose Associates LLC (2023 – present) ● Co-Founder and Chief Investment Officer, Venor Capital Management LP (2005 – 2023) ● Director, Aeromexico, (2026 – present) ● Director Nu Ride Inc. (2024 – present) Education ● Wharton School at the University of Pennsylvania, BS, Finance and Accounting Mr. Wartell has served as President of Bluerose Associates LLC since October 2023 and as Co-Founder and Co-Chief Investment Officer of Venor Capital Management LP, a private investment management firm, since 2005. With over 35 years of experience in opportunistic credit and special situations investing, he brings expertise in strategic decision-making, risk governance, capital allocation, and stakeholder alignment. Mr. Wartell has served on the boards of several private and public companies, including Rotech Healthcare, Inc. (since 2014), Nu Ride Inc., and Aeromexico. His deep expertise in corporate finance, accounting, and financial reporting will support and enhance his contributions to the Company’s board. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● Sustainability & ESG ● Mergers & Acquisitions | |

  26. Biographical Information About Director Nominees

    | | Board Committees ● None Principal Occupation and Directorships ● Director, Frontier Communications (2024 – 2026) ● Director, Wolfspeed (2025) ● President and Board Member, Solidigm (2022 – 2023) ● Partner, Chairman of M&A, Perella Weinberg Partners LLC (2016 – 2022) ● Vice Chairman, U.S. Investment Banking, Lazard Ltd. (2009 – 2015) ● Led the Global Technology, Media & Telecommunications Group Merrill Lynch & Co., Inc. (2008 – 2009) ● Managing Director, Head of Global Communications, Lehman Brothers Holdings, Inc. (1993 – 2007) Education ● Brown University, BA, International Relations ● Cambridge University, MA, International Relations ● Yale School of Management, MPA, Public and Private Management Mr. Young has over 35 years of experience as an investment banker in the telecommunications and media industries, including leadership roles at several global investment banks. He served as Co-Head of the Global Telecommunications, Media & Technology Group at Lazard before leading telecom and media at Perella Weinberg Partners, where he also served as the firm’s Chairman of Mergers and Acquisitions. He most recently served as President of Solidigm, where he directed finance, strategy, corporate development, human resources, legal, and IT functions. Mr. Young also served as a White House Fellow and Special Assistant to the Deputy Secretary of the U.S. Treasury, and is a member of the Council on Foreign Relations, formerly on its Term Membership Committee. Mr. Young’s extensive experience, exceptional financial acumen, and proven leadership abilities make him a valuable addition to Kelly’s board of directors. | | Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions | |

  27. Biographical Information About Director Nominees

    | | 23 |

  28. Board of Directors

    Board of Directors The Board oversees mission-critical risks to the Company, including strategic and operational risks, as well as management’s actions to address and mitigate those risks. The Board receives reports at regular Board meetings from the committee chairs regarding committees’ risk oversight activities. These reports and the Board’s attention focus on risk management strategy and risks of greatest significance and seek to ensure that risks assumed by the Company are consistent with the Company’s risk tolerance and risk appetite. Risk oversight is also integrated into the full Board’s regular review of strategic planning.

  29. Board of Directors

    | Audit Committee | Compensation and Talent Management Committee | Corporate Governance and Nominating Committee | | ● Provides oversight of risks, and management’s mitigations of those risks, that could have a financial impact, such as financial reporting and disclosure, accounting practices, internal controls, conflicts of interest, compliance with legal and regulatory requirements, and cybersecurity ● Oversees the Company’s overall risk management governance structure, risk assessment, and enterprise risk management processes ● Oversees risks associated with information security, cybersecurity, artificial intelligence, data privacy, and the Company’s process for assessing, identifying, and managing cybersecurity risk, including breach preparedness and response plans ● Reviews all quarterly and annual reports, including any disclosure of risk factors affecting the business ● Oversees the performance of the Company’s Internal Audit function including Chief Audit Executive (“CAE”) ● Reviews and approves Internal Audit’s budget and resource plan ● Monitors the qualifications, performance, and independence of the Company’s independent auditors, including responsibility for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm | ● Oversees our compensation plans, policies, and practices to ensure alignment with our Executive Compensation Risk Assessment Framework and reports to the Board any compensation program that is reasonably likely to have a material adverse effect on the Company, and otherwise advises the Board on compensation-related risk matters ● Together with the Committee’s independent compensation consultant, reviews and evaluates management’s annual assessment of potential risks created by our compensation plans, policies, and practices ● Sets performance goals under our annual and long-term incentive plans that provide an appropriate balance between the achievement of short- and long-term performance objectives, with emphasis on long-term value creation and responsible risk management ● Oversees risk associated with ongoing CEO and senior officer succession planning ● Oversees risks related to the Company’s human capital management ● Oversees the Company’s Clawback Policy | ● Oversees risk associated with governance issues, such as the range of independence, skills, experience, and viewpoints of the Board and its committees, Board and committee effectiveness and organization, corporate governance, and director succession planning ● Maintains Corporate Governance Principles and procedures designed to promote compliance with all applicable legal and regulatory requirements and governance standards and the Company’s Code of Business Conduct and Ethics and Insider Trading Policy ● Annually reviews the Company’s Sustainability Strategy, initiatives, and policies and monitors associated risks, including reputational, regulatory, and operational risks arising from the Company’s sustainability commitments and disclosures ● Oversees emergency succession planning for the CEO and Chairman ● Oversees the orientation and education of directors to ensure clear understanding of their Board responsibilities and recommends continuing education programs, as appropriate |

  30. Board of Directors

    | | 29 |

  31. 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.

  32. Director Compensation Design

    Director Compensation Design The Compensation and Talent Management Committee reviews market benchmarking of non-employee director compensation annually. In 2025, the Compensation Committee engaged its independent compensation consultant to evaluate its non-employee Director compensation, which was last increased in 2024. The consultant conducted a comprehensive review of the most recent proxy filings of the Company’s peer group and general industry data of comparably sized companies to assess the market competitiveness of the Company’s non-employee directors’ compensation. At its meeting following the 2025 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 8, 2025, remain unchanged. The additional retainers associated with the Board leadership positions of Chair of the Audit Committee, Chair of the Compensation and Talent Management Committee, and Chair of the Corporate Governance & Nominating Committee were also maintained. The compensation of our non-employee directors will next be reviewed in 2026, with the assistance of our compensation consultant. The following table illustrates our 2025 non-employee director compensation:

  33. 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) | $150,000 | $200,000 | — | — | — | | Total | $250,000 | $350,000 | $20,000 | $15,000 | $15,000 |

  34. Director Compensation Design

    Under the Company’s 2025 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 2025 Annual Meeting of Shareholders, the Board determined that $150,000 of the base retainer would be issued in shares (60%) and $100,000 of the base retainer would be paid in cash (40%). The equity portion of $200,000 and the cash portion of $150,000 were maintained for the Chairman of the Board.

  35. Director Compensation

    Director Compensation

  36. 2025 Director Compensation

    2025 Director Compensation

  37. 2025 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(3) | $115,000 | $150,000 | — | — | $0(4) | — | $0 | | George S. Corona(3) | $100,000 | $150,000 | — | — | $0(4) | — | $0 | | Robert S. Cubbin | $115,000 | $150,000 | — | — | $0(4) | — | $0 | | Amala Duggirala | $100,000 | $150,000 | — | — | $0(4) | — | $0 | | InaMarie F. Johnson(3) | $100,000 | $150,000 | — | — | $0(4) | — | $0 | | Terrence B. Larkin(3) | $150,000 | $200,000 | — | — | — | — | $350,000 | | Leslie A. Murphy | $120,000 | $150,000 | — | — | $0(4) | — | $0 |

  38. 2025 Director Compensation

    | (1) Two of our directors deferred the following amounts from their 2025 cash retainer fee: Mr. Adolph – $115,000 and Ms. Duggirala – $100,000. |

  39. 2025 Director Compensation

    | (2) Represents the aggregate fair market value of grants awarded on May 8, 2025. Each director received a grant of 11,971 shares of the Company’s Class A Common Stock having a fair market value of $12.53 per share. Each of Messrs. Adolph, Corona, Cubbin, and Mses. Duggirala, and Johnson deferred 100% of their 2025 annual stock grant into deferred common stock units. |

  40. 2025 Director Compensation

    | (3) Messrs. Adolph, Corona, Larkin and Ms. Johnson resigned from the Board of Directors effective as of January 30, 2026. |

  41. 2025 Director Compensation

    | (4) The amount for each of the following directors was negative: Mr. Adolph ($351,007), Mr. Corona ($198,711), Mr. Cubbin ($291,327), Ms. Duggirala ($110,244), Ms. Johnson ($149,128), and Ms. Murphy ($176,789) and, therefore, is reflected as $0 in the table in accordance with instructions to Item 402(c)(2)(viii) of Regulation S-K. |

  42. 2025 Director Compensation

    | 42 | |

  43. CD&A Table of Contents

    | Name | Biographical Information | | Christopher D. Layden President and Chief Executive Officer Age: 42 | Mr. Layden was appointed President and Chief Executive Officer of Kelly in September 2025. Before joining Kelly, Mr. Layden served as COO at Prolink, a workforce solutions provider specializing in healthcare, technology, and skilled labor from 2023 to 2025. He also spent nearly two decades at ManpowerGroup in various senior leadership roles, including Vice President, General Manager, Global Industry Leader 2022—2023, Senior Vice President, Manpower North America 2018 – 2022, Vice President, New Ventures 2017 – 2018, Managing Director, Experis Technology Solutions 2016 – 2017, Regional Managing Director, Experis Engineering & Life Sciences 2015 – 2016, Managing Director Experis IT & Engineering 2013 – 2015, Market Leader, Jefferson Wells 2012 – 2013, Client Relationship Director, Jefferson Wells 2006 – 2013, Marketing Manager, Jefferson Wells 2006, Sales Marketing Associate, Jefferson Wells 2005 – 2006, Talent Coordinator 2004 – 2005, and Intern in 2004. Mr. Layden leads Kelly with a customer-centric and growth-focused mindset. He is passionate about Kelly’s iconic brand and its legacy as a pioneer in the staffing industry, and spearheads the company’s specialty strategy by fostering a culture of collaboration, accountability, and purpose. | | Troy R. Anderson Executive Vice President and Chief Financial Officer Age: 59 | Mr. Anderson became Executive Vice President and Chief Financial Officer on December 2, 2024, after a successful transition of responsibilities with his predecessor. Before joining the Company, he served as Executive Vice President and Chief Financial Officer at Universal Technical Institute, a leading workforce education solutions provider from September 2019 to October 2024. From November 2016 to September 2019, Mr. Anderson was the Global Finance Leader and Corporate Controller for Conduent, Inc., a global business process outsourcing provider, where he managed the financial aspects of a spin-out from Xerox. Prior to his time at Conduent, Mr. Anderson served as Senior Vice President and Chief Financial Officer of the Industry Group at Xerox from 2015 to 2016 and as Director of Investor Relations from 2013 to 2015. | | Tammy L. Browning* Senior Vice President, Group President, Enterprise Talent Management Age: 52 | Ms. Browning served as Senior Vice President and Group President of Enterprise Talent Management from 2025 until she separated from the Company on March 6, 2026. She previously held a variety of customer- and talent-facing management roles across the organization, ultimately leading the company’s U.S. staffing operations for the West Territory and IT practice. From 2020 to 2025, she served as Senior Vice President and President of KellyOCG. Prior to that, Ms. Browning was Global Vice President of Operations and Managing Director of GTS Talent Fulfillment from October 2018 to July 2020. She originally joined Kelly as Sales Manager in February 2003, progressing through key leadership positions including Branch Manager, West Region Manager, and Americas Product Group Leader. In 2010, she joined a Kelly supplier as Senior Vice President, overseeing all U.S. operations, before returning to Kelly in 2017 with expanded responsibilities and expertise. Recognized for her leadership in the field, Ms. Browning has been named by Staffing Industry Analysts as one of the most influential leaders in staffing, earning spots on both the Staffing 100 North America and Global Power 150 Women in Staffing lists every year since 2020. | | Vanessa P. Williams Executive Vice President General Counsel and Corporate Secretary Age: 54 | Ms. Williams has served as General Counsel since joining the Company in September 2020 and was appointed Corporate Secretary in October 2023. Ms. Williams oversees the global legal team, procurement, insurance risks, enterprise risk management, physical security and safety, investor relations, and employment compliance. From July 2006 to September 2020 she worked in a variety of roles for IHSMarkit, a London-based global information provider, including Senior Vice President of 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.). Ms. Williams currently serves as an independent director and compensation committee chair on the board of Horizon Bank and Horizon Bancorp, Inc. In 2026, Ms. Williams was named one of Crain’s Detroit Business’s Notable Women in Law. |

  44. Executive Summary

    sign-on bonus of $450,000 and a sign-on equity award valued at $4,000,000 in restricted stock, vesting over three years (15% after year one, 35% after year two, and 50% after year three). The grant value of this award considered the outstanding incentive awards that Mr. Layden would be forfeiting and was structured to be an inducement for him to join the Company. One-time Stock Awards In 2025, there was a one-time equity award made to Ms. Browning to recognize her leadership and performance with our ETM business transformation. The Committee approved a grant of restricted stock valued at approximately $500,000. These shares were to vest over two years (50% on the first and second anniversary date of the grant), which was made on August 15, 2025. These shares were forfeited upon her separation from the Company. 2025 Business Highlights The Compensation Committee believes executive compensation decisions should be understood in the context of our overall business performance. The following highlights summarize our key financial and strategic accomplishments in fiscal year 2025 and directly informed the compensation outcomes described in this CD&A. Kelly reported revenue of $4.3 billion in 2025, down 1.9% compared to the prior year. Excluding the impact of the May 2024 acquisition of MRP, revenue was down 6.2% on an organic basis driven primarily by a 6% decline due to discrete impacts associated with reduced demand for U.S. federal government contractors and from three large commercial customers. Gross profit decreased 3.4% on lower revenue volume, partially offset by the acquisition of MRP. Excluding the impact from the acquisition, gross profit decreased 9.7%. The gross profit rate decreased 30 basis points to 20.1% and was favorably impacted by the acquisition of MRP. Excluding the acquisition, the gross profit rate declined 70 basis points. The decrease is due primarily to changes in business mix, higher employee-related costs and lower permanent placement revenue. Permanent placement revenue has higher gross profit due to very low direct costs of services and thus has a disproportionate impact on gross profit rates. The gross profit rate decreased in the ETM and SET segments and increased slightly in the Education segment. The Company reported an operating loss of $69.8 million in 2025 compared to a loss of $15.1 million reported in 2024; both years reflect non-cash impairment charges of $102.0 million and $86.3 million, respectively. Adjusted earnings were $59.3 million in 2025 and $92.1 million in 2024. Adjusted EBITDA of $109.4 million was down 23.8% versus the prior year. Adjusted EBITDA margin was 2.6%, a decrease of 70 basis points versus the prior year driven primarily by near-term gross margin pressure in SET and ETM along with revenue trends and timing of related expense management actions. The Compensation Committee believes, based on these results, our financial objectives are appropriately reflected in the compensation awarded to our Named Executive Officers for fiscal year 2025, as discussed in detail in the sections that follow. Key Executive Compensation Program Highlights for Fiscal 2025 We align compensation with long-term shareholder value by ensuring a significant portion of named executive officer pay is performance-based and “at risk.” In 2025, our incentive programs continued to support this philosophy while balancing competitiveness and fiscal discipline. The outcomes for our named executive officers reflect both Company performance and leadership’s strategic focus as Kelly executes its transformation into a high-performing talent solutions firm. The following summarizes key compensation actions and outcomes for fiscal 2025:

  45. Executive Summary

    | ● | With respect to our 2025 Short-Term Incentive Plan (“STIP”): |

  46. Executive Summary

    | • | Corporate performance fell below threshold and did not fund under the 2025 STIP. Accordingly, no enterprise-based payouts were earned, and only one named executive officer received a payout based on business unit performance. |

  47. Executive Summary

    | ● | With respect to long-term incentives “LTI”: |

  48. Executive Summary

    | • | The performance-based portion of our 2025 Equity Incentive Plan continued to use two performance metrics measured over three one-year performance periods: 50% weighted on Company Revenue and 50% weighted on Company EBITDA Margin. Performance shares cliff-vest at the end of the three-year period based on the aggregate results of all three annual measurement periods; |

  49. Executive Summary

    | • | year one of the 2025-2027, year two of the 2024-2026 and year three of the 2023-2025 Performance Shares were earned at 53.64% of target for the 2025 assessment period. |

  50. Compensation Practices and Policies

    | ● | Align pay with performance using balanced performance measures that are linked to strategic business objectives in short-and long-term incentives |

  51. Compensation Practices and Policies

    | ● | Align executive compensation with shareholder returns through performance-based equity incentive awards |

  52. Compensation Practices and Policies

    | ● | Annually review performance measures and goals for our short-and long-term incentives by the independent Compensation and Talent Management Committee to ensure we use diversified measures with challenging, but attainable targets |

  53. Compensation Practices and Policies

    | ● | Require the achievement of a minimum acceptable level of financial performance for any payment to be made pursuant to the STIP and include caps on payouts |

  54. Compensation Practices and Policies

    | ● | Retain an independent executive compensation consultant to the Compensation and Talent Management Committee |

  55. Compensation Practices and Policies

    | ● | Provide for the forfeiture of equity awards upon certain restrictive covenant breaches and other actions constituting cause for termination |

  56. Compensation Practices and Policies

    | ● | Maintain a double trigger for the accelerated vesting provisions under the 2025 Equity Incentive Plan (“Plan”) and the Senior Executive Severance Plan |

  57. Compensation Practices and Policies

    | ● | Condition severance benefits for senior officers on compliance with restrictive covenants |

  58. Compensation Practices and Policies

    | ● | Provide employment agreements for senior officers (except where standard local practice) |

  59. Compensation Practices and Policies

    | ● | Allow the repricing or backdating of equity awards |

  60. Compensation Practices and Policies

    | ● | Pay dividend equivalents on restricted stock units before achievement of performance hurdle and completion of vesting period |

  61. Compensation Practices and Policies

    | ● | Pay dividends on performance share awards |

  62. Compensation Practices and Policies

    | ● | Provide tax reimbursements for perquisites or tax gross-ups for excise taxes incurred upon change-in-control |

  63. Compensation Practices and Policies

    | ● | Grant incentive awards to senior officers that are not subject to the Company’s Incentive Compensation Recovery (“Clawback”) Policy |

  64. 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. |

  65. 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. |

  66. Executive Compensation Philosophy, Objectives, and Design

    | 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 60 | | 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 65 | | | | • 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 63 | | | | • 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 2025-2027 LTI awards are established and assessed independently for each of three one-year performance periods (2025, 2026, and 2027) 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 | |

  67. Process for Determining Executive Compensation

    Process for Determining Executive Compensation The Committee manages the Company’s executive compensation programs, reviewing goals, legal requirement, best practices, and governance trends. The Committee and members of the Board of Directors set the CEO pay, which follows the same structure as other named executive officers (base salary, STIP, and LTI). The CEO does not participate in recommendations or discussions related to his own compensation. Each year, the Committee sets pay for senior officers based on performance, ethics, goal achievement, market comparisons, the recommendations of the CEO, and other factors. It also reviews the costs and benefits of the compensation plans. Under the Kelly Services, Inc. 2025 Equity Incentive Plan, the Committee may delegate its authority to the CEO and/or to other executives to grant Awards under the Plan to Employees who are not Section 16 Reporting Persons or Senior Vice Presidents.The CEO shall periodically notify the Committee of any grants made pursuant to such delegation of authority. 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 The Committee has exclusive authority to select, retain, and, when appropriate, replace its independent compensation advisor. In early 2025, the Committee undertook a formal request-for-proposal (RFP) process to evaluate the qualifications, independence, and capabilities of several leading advisory firms. As a result of that process, the Committee appointed Pearl Meyer as its new independent compensation consultant, replacing Pay Governance LLC, which served in the role through the first half of 2025. Under the Committee’s direction: The Committee’s independent compensation consultant provides market benchmarking on executive pay, incentive design advice, annual CD&A input, peer group composition and shareholder engagement counsel, and director compensation recommendations, and does not provide any other services to the Company. Both firms reported directly to the Committee and operated independently of management. The Committee conducts an annual review of its advisor’s independence in accordance with Nasdaq listing standards. The Committee determined that its compensation consultants were independent and that no conflicts of interest existed in connection with their engagement.

  68. Process for Determining Executive Compensation

    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 its independent compensation consultant on matters related to executive and director stock ownership requirements and director 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 LTI 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 LTI) 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 supports the Company’s efforts to reduce costs in connection with its investment strategy and its goal to become more profitable. In setting 2025 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 and CFO pay prepared by the independent compensation 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 independent compensation consultant reviewed the survey analysis for the Committee. The Committee and management were supported by the independent compensation consultant in the second half of 2024 in developing a group of peer companies to be used for market comparison purposes in terms of CEO and CFO 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 independent compensation 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 was used by the Committee and management as another reference point when assessing 2025 executive pay practices and CEO and CFO pay levels:

  69. Process for Determining Executive Compensation

    | 2025 Peer Group | | | | ● Korn Ferry | ● 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. |

  70. 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, management 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 senior officers and believes it is useful multi-year reference information, along with other perspectives, when making compensation decisions to reflect the Company’s executive compensation philosophy and performance. Senior Officer Performance Reviews and Succession Planning Annually, the Committee conducts a comprehensive review of performance, leadership development initiatives, and succession planning for senior officers. Combined, these processes are used to identify, develop, and evaluate the Company’s senior officers. The Chief People Officer, with input from the CEO, prepares detailed executive performance review information for each of the senior officers, including named executive officers (other than the CEO). The performance review information for each of the senior officers includes key annual initiatives, performance results, and development opportunities. The CEO reviews the performance of the other senior officers and presents their individual performance assessments, development plans, and succession strategies to the Committee. During the individual performance assessments, the Committee asks questions, renders advice, and makes recommendations on matters that include individual development needs, succession planning, and retention. Senior officers are not present during the discussion of their performance by the Committee. The Committee uses each executive’s individual performance assessment, the compensation analysis discussed in the previous section, and the recommendations of the CEO, to determine compensation for the senior officers. As our CEO joined Kelly in September 2025, at the November meeting, he presented the progress of his onboarding plan and the Committee provided feedback. Periodic sessions are held to discuss talent and development for multiple levels of the organization, increasing transparency and understanding of talent across leadership teams and business units. Development plans are crafted to prepare emerging talent for future opportunities, including stretch assignments, formal training, experiential learning opportunities and formal coaching. The Board approves the Company’s executive succession plan annually, including updates, and in connection with the performance assessments. The plan includes all executives at the senior officer level, as well as their potential successors from within the Company in the event of an emergency or departure of a senior officer. Documentation includes detailed executive performance review information as discussed above, readiness assessments, and a review of the health and unique attributes of succession pipelines.

  71. Compensation Programs: Decisions and Actions in 2025

    | Named Executive Officer | 2024 STIP Target % | 2025 STIP Target % | | Christopher D. Layden | | 125% | | Troy R. Anderson | 85% | 85% | | Tammy L. Browning | 55% | 60% | | Vanessa P. Williams | 75% | 75% | | Nicola M. Soares | 55% | 60% | | Former Executives | | | | Peter W. Quigley | 120% | 120% |

  72. Compensation Programs: Decisions and Actions in 2025

    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 2025, the Committee approved the use of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) 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 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.

  73. Compensation Programs: Decisions and Actions in 2025

    Performance measures used for purposes of funding STIP are the same as defined in the Company’s GAAP financial statements, excluding as determined by the Committee 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. In February 2025, the Committee determined and approved threshold, target, and maximum performance goal levels for the 2025 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 EBITDA. Maximum goals were set at significant stretch levels, which the Committee believed warranted the earning of 200% of target payouts. For the 2025 STIP, funding for Messrs. Layden, Quigley, Anderson, and Ms. Williams was based 100% on corporate measures. Funding for Ms. Browning and Ms. Soares were based 50% on corporate measures and 50% on individual business segment measures. Straight-line interpolation occurs for the achievement of performance between the specified financial performance goals shown below. Participants also had an individual performance component which is funded (30%) from the financial performance results. The individual performance payout can be adjusted upward or downward based on Objectives, Goals, Strategies, Measures (“OGSMs”) and other financial and non-financial considerations. The goals at threshold, target, and maximum for the 2025 STIP, as well as resulting performance for the measure of the corporate component were as follows:

  74. Compensation Programs: Decisions and Actions in 2025

    | | | 2025 Performance Goals | | | | | | Corporate Component | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | 2025 Performance | 2025 Payout (% of Target) | | EBITDA $ | 100% | $144.8 | $170.4 | $213.0 | $109.4 | 0.0% | | $ in millions | | | | | | 0.0% |

  75. Compensation Programs: Decisions and Actions in 2025

    | | | 2025 Performance Goals | | | | | | Corporate Component and Business Unit Performance Measures | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | 2025 Performance | 2025 Payout (% of Target) | | Corporate Component Performance Measures | 50% | $144.8 | $170.4 | $213.0 | $109.4 | 0.0% | | Business Unit Gross Profit ($) | 25% | $393.2 | $462.6 | $578.3 | $392.8 | 0.0% | | Business Unit EBITDA ($) | 25% | $55.2 | $64.9 | $81.2 | $27.5 | 0.0% | | $ in millions | 100% | | | | | Weighted Payout 0.0% |

  76. Compensation Programs: Decisions and Actions in 2025

    | | | 2025 Performance Goals | | | | | | Corporate Component and Business Unit Performance Measures | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | 2025 Performance | 2025 Payout (% of Target) | | Corporate Component Performance Measures | 50% | $144.8 | $170.4 | $213.0 | $109.4 | 0.0% | | Business Unit Gross Profit ($) | 25% | $135.5 | $159.4 | $199.2 | $147.0 | 92.2% | | Business Unit EBITDA ($) | 25% | $43.3 | $50.9 | $63.6 | $46.2 | 90.7% | | $ in millions | 100% | | | | | Weighted Payout 35.8% |

  77. Compensation Programs: Decisions and Actions in 2025

    As discussed above, 2025 corporate performance fell below threshold levels under the STIP design and therefore did not fund. As a result, enterprise-based participants did not earn payouts under the plan. Ms. Soares, whose STIP opportunity was weighted 50% to corporate performance and 50% to business unit performance, earned a payout equal to 35.8% of target based solely on business unit results, resulting in a payment of $89,816. Pursuant to his employment agreement, Mr. Layden received a guaranteed 2025 STIP payment of $450,000, which was structured to compensate him for incentive compensation forfeited upon leaving his prior employer. No other named executive officers earned a payout under the 2025 STIP. Long-Term Incentives (“LTI”) The 2025 Equity Incentive Plan (“Plan”) rewards participants for achieving long-term growth and profitability goals while supporting our retention objectives and aligning executive interests with shareholders. The Plan allows for equity and non-equity awards to key employees. The Committee believes that the executive compensation programs should include strong alignment between pay and performance, with a significant portion of “at risk” pay. To reinforce pay-for-performance alignment, the Committee weights LTI awards heavily toward performance shares. In 2025, the CEO’s LTI grant was 75% performance shares (at target) and 25% restricted stock, while other named executive officers received 60% performance shares (at target) and 40% restricted stock. The number of shares granted is determined by dividing the target value by the stock price on the grant date, as shown in the “Grants of Plan-Based Awards” table. Performance measures align with the Company’s GAAP financial statements, excluding special items determined by the Committee such as: changes in accounting principles, acquisition or divestiture-related gains/losses or budget changes, restructuring expenses, and other unusual items quantified in the financial statements or footnotes to the Form 10-K. Adjustments apply only to unbudgeted items. LTI grants and any performance-based awards made under the Plan are subject to the Company’s Clawback Policy. Performance Shares Performance shares provide the named executive officers with the opportunity to earn shares, from zero to 200% of their target opportunity, based on achievement of pre-established and goals for specified performance measures.

  78. Compensation Programs: Decisions and Actions in 2025

    | | Threshold | Target | Maximum | | Payout as a % of Target | 50% | 100% | 200% |

  79. Compensation Programs: Decisions and Actions in 2025

    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 2025-2027 performance share grant, the two equally weighted financial measures, revenue growth and EBITDA margin, are measured based on one-year goals established at the beginning of each performance period (2025, 2026, and 2027) that are set in the beginning of each performance period. This design allows the Committee to establish goals annually in light of evolving business conditions, supporting meaningful goals that drive profitable growth in unpredictable economic climate. In February 2025, the Committee approved goals at threshold, target, and maximum levels of performance for each of the measures for 2025. At the end of the 2025 performance period in early 2026, results for each of the two financial measures determined the achievement and earning of shares for one-third of the award opportunity. For the 2026 performance period, goals will be approved in early 2026 with results being reviewed in early 2027, and the 2027 performance period goals will be approved in early 2027. Any earned shares will vest 100% upon Committee approval in February 2028.

  80. Compensation Programs: Decisions and Actions in 2025

    | Target Number of 2025-2027 Performance Shares Awarded | | | | | Name | Financial Measures | | Total Number of Performance Shares @ Target | | | Revenue Growth | EBITDA Margin | | | Troy R. Anderson | 21,764 | 21,764 | 43,528 | | Tammy L. Browning | 7,048 | 7,048 | 14,096 | | Vanessa P. Williams | 14,509 | 14,509 | 29,018 | | Nicola M. Soares | 6,864 | 6,864 | 13,728 | | Former Executives | | | | | Peter W. Quigley | 68,011 | 68,011 | 136,022 |

  81. Compensation Programs: Decisions and Actions in 2025

    Performance share awards are generally forfeited upon termination of employment unless the executive qualifies for certain exceptions, including retirement, disability, death, or termination without cause. In those cases, awards may be prorated based on actual performance. In the event of a qualifying termination in connection with a change in control, performance shares vest at target. Additional detail is provided in the “Potential Payments Upon Termination or Change in Control” section below. 2023-2025 Long-Term Incentive Performance Results – Year 3 The 2023-2025 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 2025, the Committee approved goals at threshold, target, and maximum levels of performance for each of the measures for the 2025 portion of the award opportunity. During its February 10, 2026 meeting, the Committee approved the results for the 2025 performance year. Earned shares vested 100% upon Committee approval. Aggregate funding for all performance measures during the 2025 performance year was 53.64% of target. The final performance results for the 2025 performance year are provided in the following chart:

  82. Compensation Programs: Decisions and Actions in 2025

    | Financial Performance Measures | Weighting | 2025 Performance Goals | | | 2023 Year 3 Actual Results | Payout as % of Target | | | | Threshold 50% | Target 100% | Maximum 200% | | | | Revenue Growth | 50.0% | $4,266.0 | $4,740.0 | $5,214.0 | $4,334.9 | 57.27% | | EBITDA Margin | 50.0% | 2.88% | 3.60% | 4.32% | 2.88% | 50.00% | | $ in millions | | | | Weighted Payout: | | 53.64% |

  83. Compensation Programs: Decisions and Actions in 2025

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 3 Performance Shares Earned | | | Payout as % of Target: 57.27% | | Payout as % of Target: 50.00% | | | | Name | Year 3 Target # of Shares | Year 3 # of Shares Earned | Year 3 Target # of Shares | Year 3 # of Shares Earned | | | Tammy L. Browning | 1,877 | 1,075 | 1,877 | 939 | 2,014 | | Vanessa P. Williams | 2,584 | 1,480 | 2,584 | 1,292 | 2,772 | | Nicola M. Soares | 1,713 | 981 | 1,713 | 857 | 1,838 | | Former Executive | | | | | | | Peter W. Quigley | 17,546 | 10,049 | 17,546 | 8,773 | 18,822 |

  84. Compensation Programs: Decisions and Actions in 2025

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 2 Performance Shares Earned | | | Payout as % of Target: 57.27% | | Payout as % of Target: 50.00% | | | | Name | Year 2 Target # of Shares | Year 2 # of Shares Earned | Year 2 Target # of Shares | Year 2 # of Shares Earned | | | Tammy L. Browning | 1,445 | 828 | 1,445 | 723 | 1,551 | | Vanessa P. Williams | 2,853 | 1,634 | 2,853 | 1,427 | 3,061 | | Nicola M. Soares | 1,384 | 793 | 1,384 | 692 | 1,485 | | Former Executive | | | | | | | Peter W. Quigley | 13,514 | 7,739 | 13,514 | 6,757 | 14,496 |

  85. Compensation Programs: Decisions and Actions in 2025

    | | Financial Measure: Revenue Growth | | Financial Measure: EBITDA Margin | | Total # of Year 1 Performance Shares Earned | | | Payout as % of Target: 57.27% | | Payout as % of Target: 50.00% | | | | Name | Year 1 Target # of Shares | Year 1 # of Shares Earned | Year 1 Target # of Shares | Year 1 # of Shares Earned | | | Troy R. Anderson | 7,254 | 4,154 | 7,254 | 3,627 | 7,781 | | Tammy L. Browning | 2,349 | 1,345 | 2,349 | 1,175 | 2,520 | | Vanessa P. Williams | 4,836 | 2,770 | 4,836 | 2,418 | 5,188 | | Nicola M. Soares | 2,288 | 1,310 | 2,288 | 1,144 | 2,454 | | Former Executive | | | | | | | Peter W. Quigley | 22,670 | 12,983 | 22,670 | 11,335 | 24,318 |

  86. Compensation Programs: Decisions and Actions in 2025

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

  87. Compensation Programs: Decisions and Actions in 2025

    At its February 11, 2025 meeting, the Committee approved restricted stock grants for senior officers, including the named executive officers (except for Mr. Layden due to his hire date), 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.

  88. Governance of Executive Compensation Programs

    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 no fixed compliance period, new senior officers will likely reach the requirements within five years from their start date. The Committee reviews each executive’s progress towards and compliance with the 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 10, 2026, all named executive officers have met their stock ownership requirement, except Mr. Layden. Mr. Layden was appointed President and CEO of the Company, effective September 2, 2025, is in the process of accumulating shares toward his applicable requirement. Incentive Compensation Recovery (“Clawback”) Policy The Company has maintained a Clawback Policy since 2011 and expanded its application in 2019 to include all senior officers. In 2023, the Company amended the policy to comply with SEC Rule 10D-1 under the Securities Exchange Act of 1934 and applicable Nasdaq listing standards.

  89. Governance of Executive Compensation Programs

    The policy applies to incentive-based compensation received by current and former executive officers, including all senior officers. If the Company is required to prepare an accounting restatement due to material non-compliance with federal securities laws, the Company will recover, on a no-fault basis and to the fullest extent permitted by law, incentive-based compensation received during the three completed fiscal years preceding the date the Company is required to prepare the restatement to the extent such compensation exceeds the amount that would have been received based on the restated financial results. The Clawback Policy is incorporated into the Company’s 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 2025 Equity Incentive Plan 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. 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. Perquisites A modest level of perquisites is available to named executive officers:

  90. Governance of Executive Compensation Programs

    Note: The company owned condominium was sold in 2025 and therefore this benefit is no longer available. The aggregate amount of perquisites provided in 2025 for Messrs. Layden and Anderson and Mses. Browning, Williams and Soares, were less than $10,000 and therefore only the perquisites for Mr. Quigley are reported in the Summary Compensation Table. Senior Executive Severance Plan To promote leadership continuity and retention, the Company maintains a Senior Executive Severance Plan (“Severance Plan”) which was established effective March 31, 2017 and expanded in 2021 to include additional senior officers. For 2025, all active

  91. Governance of Executive Compensation Programs

    named executive officers participated in the Severance Plan. 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 2025” (below). The Plan does not provide excise tax gross-ups to participants under Section 280G of the Code. The Company’s 2025 Equity Incentive Plan 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 2025” section of this Proxy Statement. 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 with the Tax Cuts and Jobs Act that was enacted in December 2017, the corporate tax deduction previously available for performance-based compensation above $1 million for current or former named executive officers was eliminated. This means that pay to each current or former named executive officer in excess of $1 million is no longer tax deductible. Now that the performance-based exception is no longer available, the Company will no longer include reference to Section 162(m) related limitations or provisions or shareholder approval for this purpose. However, management and the Committee currently intend to retain as good governance, certain practices that had been in place previously for Section 162(m) purposes. These practices include: specification of guidelines for the adjustment of special items, establishing performance goals within the first ninety days of a performance period, and requiring the Committee’s certification of results prior to the payout of any award.

  92. Summary Compensation Table 2025

    Summary Compensation Table 2025

  93. Summary Compensation Table 2025

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2),(3)(4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(5)(6) ($) | Total ($) | | Christopher D. Layden President and Chief Executive Officer | 2025 | 307,692 | 450,000 | 4,000,003 | — | 450,000 | — | — | 5,207,696 | | Troy R. Anderson | 2025 | 650,000 | — | 938,019 | — | — | — | 32,500 | 1,620,519 | | Executive Vice President and Chief Financial Officer | 2024 | 125,000 | 750,000 | 3,499,998 | — | 63,000 | — | 3,750 | 4,441,748 | | Tammy L. Browning Senior Vice President and Group President Enterprise Talent Management | 2025 | 461,869 | — | 803,765 | — | — | — | 30,945 | 1,296,579 | | Vanessa P. Williams | 2025 | 518,173 | — | 625,333 | — | — | — | 5,763 | 1,149,270 | | Executive Vice President General Counsel and Secretary | 2024 | 493,269 | — | 579,220 | — | 250,000 | — | 25,641 | 1,348,130 | | | 2023 | 473,827 | — | 400,835 | — | 325,000 | — | 26,122 | 1,225,784 | | Nicola M. Soares | 2025 | 418,723 | — | 295,838 | — | 89,816 | — | 21,285 | 825,662 | | Senior Vice President and President Education | 2024 | 403,081 | — | 481,165 | — | 220,000 | — | 20,984 | 1,125,229 | | Former Executives | | | | | | | | | | | Peter W. Quigley | 2025 | 884,135 | — | 2,321,887 | — | — | — | 121,131 | 3,327,152 | | Former President and Chief Executive Officer | 2024 | 954,808 | — | 2,381,060 | — | 675,000 | — | 117,571 | 4,128,439 | | | 2023 | 900,000 | — | 2,160,522 | — | 1,015,200 | — | 87,702 | 4,163,424 |

  94. Summary Compensation Table 2025

    | (1) Represents 2025, 2024, and 2023 actual base salary earnings. Mr. Layden was hired as President and Chief Executive Officer in 2025. Ms. Browning was not a named executive officer in 2024 and 2023 and Ms. Soares was not a named executive officer in 2023. |

  95. Summary Compensation Table 2025

    | (2) The grant date fair values reported for 2025 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 all named officers on February 11, 2025 is $13.44. The MV for Performance Shares granted to all named officers on February 11, 2025 is $12.59. The MV for the Restricted Stock granted to Ms. Browning on August 15, 2025, is $14.03. The MV for the Restricted Stock granted to Mr. Layden on September 15, 2025, is $13.78 |

  96. Summary Compensation Table 2025

    | (3) The maximum number of shares and award value for Performance Share awards for the 2025-2027 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 $12.59 for shares granted February 11, 2025. |

  97. Summary Compensation Table 2025

    | Name | Maximum Number of Performance Shares | Maximum Value of Performance Shares | | Christopher D. Layden | — | — | | Troy R. Anderson | 87,056 | 1,096,035 | | Vanessa P. Williams | 58,036 | 730,673 | | Tammy L. Browning | 28,192 | 354,937 | | Nicola M. Soares | 27,456 | 345,671 | | Former Executive | | | | Peter W. Quigley | 272,044 | 3,425,034 |

  98. Summary Compensation Table 2025

    | | 63 |

  99. Summary Compensation Table 2025

    | (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. Quigley) in 2025 was less than $10,000 and, in accordance with reporting regulations, was not required to be included in this table. Mr. Layden did not receive performance shares due to his hire date. |

  100. Summary Compensation Table 2025

    | Name | Company Matching MRP Contributions | MRP Medicare Gross-ups | Transition Advisory Services | Total All Other Compensation | | Christopher D. Layden | — | — | — | — | | Troy R. Anderson | 32,500 | — | — | 32,500 | | Vanessa P. Williams | 5,182 | 581 | — | 5,763 | | Nicola M. Soares | 20,936 | 349 | — | 21,285 | | Tammy L. Browning | 30,594 | 351 | — | 30,945 | | Former Executive | | | | | | Peter W. Quigley | 77,957 | 2,789 | 40,385 | 121,131 |

  101. Summary Compensation Table 2025

    | (5) The amount reported for Mr. Quigley includes his continued pay as a consultant in 2025 and any additional compensation presented in the Potential Payments Upon Termination or Change in Control 2025 section. |

  102. Grants of Plan-Based Awards 2025(1)

    Grants of Plan-Based Awards 2025(1)

  103. Grants of Plan-Based Awards 2025(1)

    | | | | 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) ($) | | | Grant Date(2) | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher D. Layden | STIP | | 192,308 | 384,615 | 769,231 | | | | | | | | 9/15/2025 | | | | | | | | 290,276 | 4,000,003 | | Troy R. Anderson | STIP | | 276,250 | 552,500 | 1,105,000 | | | | | | | | 2/11/2025 | | | | | 21,764 | 43,528 | 87,056 | | 548,018 | | | 2/11/2025 | | | | | | | | 29,018 | 390,002 | | Tammy L. Browning | STIP | | 138,561 | 277,122 | 554,243 | | | | | | | | 2/11/2025 | | | | | 7,048 | 14,096 | 28,192 | | 177,469 | | | 2/11/2025 | | | | | | | | 9,397 | 126,296 | | | 8/15/2025 | | | | | | | | 35,638 | 500,001 | | Vanessa P. Williams | STIP | | 194,315 | 388,630 | 777,260 | | | | | | | | 2/11/2025 | | | | | 14,509 | 29,018 | 58,036 | | 365,337 | | | 2/11/2025 | | | | | | | | 19,345 | 259,997 | | Nicola M. Soares | STIP | | 125,617 | 251,234 | 502,468 | | | | | | | | 2/11/2025 | | | | | 6,864 | 13,728 | 27,456 | | 172,836 | | | 2/11/2025 | | | | | | | | 9,152 | 123,003 | | Former Executives | | | | | | | | | | | | Peter W. Quigley | STIP | | 530,481 | 1,060,962 | 2,121,923 | | | | | | | | 2/11/2025 | | | | | 68,011 | 136,022 | 272,044 | | 1,712,517 | | | 2/11/2025 | | | | | | | | 45,340 | 609,370 |

  104. Grants of Plan-Based Awards 2025(1)

    | (1) The Company has not granted stock options since 2004, including 2025. Accordingly, this column has been eliminated from the table. |

  105. Grants of Plan-Based Awards 2025(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 11, 2025, meeting for all named executive officers and consent in lieu of a meeting for Mr. Layden and Ms. Browning. |

  106. Grants of Plan-Based Awards 2025(1)

    | (3) Shown are the Threshold, Target, and Maximum payouts for which each executive was eligible under our STIP with respect to fiscal 2025 performance. Amounts earned with respect to these awards are included in the Summary Compensation Table as Non-Equity Incentive Plan compensation. Further details regarding actual 2025 STIP awards appear in the Compensation Discussion & Analysis. |

  107. Grants of Plan-Based Awards 2025(1)

    | (4) Performance Shares granted in 2025 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 |

  108. Grants of Plan-Based Awards 2025(1)

    | 64 | |

  109. Grants of Plan-Based Awards 2025(1)

    | 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. |

  110. Grants of Plan-Based Awards 2025(1)

    | (5) Restricted Stock Awards/Units granted on February 11, 2025 vest ratably on each of the first three anniversaries of the date of grant (33.3% per year). Restricted Stock Awards granted to Ms. Browning on August 15, 2025 will vest ratably on each of the first two anniversaries of the dates of grant (50% per year). Restricted Stock Award granted to Mr. Layden on September 15, 2025 will vest on the anniversary date of the grant over three years as follows: 15% in 2026, 35% in 2027, and 50% in 2028. |

  111. Grants of Plan-Based Awards 2025(1)

    | (6) The grant date fair values reported for 2025 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 all named officers on February 11, 2025 is $13.44. The MV for Performance Shares granted to all named officers on February 11, 2025, is $12.59. The MV for the Restricted Stock granted to Ms. Browning on August 15, 2025, is $14.03. The MV for the Restricted Stock granted to Mr. Layden on September 15, 2025, is $13.78. |

  112. Outstanding Equity Awards at Fiscal Year End 2025(1)

    Outstanding Equity Awards at Fiscal Year End 2025(1)

  113. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | | | Stock Awards | | | | | Name | Grant Year | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Christopher D. Layden | 2025 | 290,276 | 2,499,276 | — | — | | | 2024 | — | — | — | — | | | 2023 | — | — | — | — | | | 2022 | — | — | — | — | | | 2021 | — | — | — | — | | Troy R. Anderson | 2025 | 36,799 | 316,839 | 29,020 | 249,862 | | | 2024 | 86,122 | 741,510 | — | — | | | 2023 | — | — | — | — | | | 2022 | — | — | — | — | | | 2021 | — | — | — | — | | Tammy L. Browning | 2025 | 47,555 | 409,449 | 9,398 | 80,917 | | | 2024 | 17,438 | 150,141 | 2,892 | 24,900 | | | 2023 | 9,235 | 79,513 | — | — | | | 2022 | 755 | 6,501 | — | — | | | 2021 | — | — | — | — | | Vanessa P. Williams | 2025 | 24,533 | 211,229 | 19,346 | 166,569 | | | 2024 | 14,994 | 129,098 | 5,708 | 49,146 | | | 2023 | 12,711 | 109,442 | — | — | | | 2022 | 1,190 | 10,246 | — | — | | | 2021 | — | — | — | — | | Nicola M. Soares | 2025 | 11,606 | 99,928 | 9,152 | 78,799 | | | 2024 | 17,119 | 147,395 | 2,774 | 23,884 | | | 2023 | 8,429 | 72,574 | — | — | | | 2022 | 715 | 6,156 | — | — | | | 2021 | — | — | — | — | | Former Executive | | | | | | | Peter W. Quigley | 2025 | 69,658 | 599,755 | 90,682 | 780,772 | | | 2024 | 61,988 | 533,717 | 27,034 | 232,763 | | | 2023 | 73,547 | 633,240 | — | — | | | 2022 | 5,307 | 45,693 | — | — | | | 2021 | — | — | — | — |

  114. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | (1) The Company did not grant stock options during the 2025 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. |

  115. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | | 65 |

  116. Outstanding Equity Awards at Fiscal Year End 2025(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. Quigley’s and Ms. Soares October 15, 2024, awards which have a two-year cliff vest, Mr. Anderson’s October 15, 2024, award which has a two-year ratable vest, Ms. Browning’s August 15, 2025 award which has a two-year ratable vest, and Mr. Layden’s September 15, 2025 award which vests 15% on the first anniversary, 35% on the second anniversary and 50% on the third anniversary. The number of outstanding shares has been determined as of December 28, 2025, the last day of the Company’s fiscal year 2025. |

  117. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | (3) Performance results for the first, second and third 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. Performance results for the first and second year of the 2024-2026 LTI are reflected in these totals, which is detailed above in the “2024-2026 Long-Term Incentive Performance Results” section. Performance results for the first year of the 2025-2027 LTI are reflected in these totals, which is detailed above in the “2025-2027 Long-Term Incentive Performance Results” section. |

  118. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | (4) The market value is determined based on the closing market price of our common shares on the last trading day of the 2025 fiscal year, December 26, 2025 ($8.61). |

  119. Outstanding Equity Awards at Fiscal Year End 2025(1)

    | (5) Performance Shares granted in 2023, 2024, and 2025 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 2024 Performance Shares year three and the 2025 Performance Shares years two and three, at target. |

  120. Option Exercises and Stock Vested 2025

    Option Exercises and Stock Vested 2025

  121. Option Exercises and Stock Vested 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Christopher D. Layden | — | — | — | — | | Troy R. Anderson | — | — | 86,122 | 1,067,913 | | Tammy L. Browning | — | — | 13,035 | 177,929 | | Vanessa P. Williams | — | — | 20,809 | 284,741 | | Nicola M. Soares | | — | 12,271 | 167,552 | | Former Executive | | | | | | Peter W. Quigley | — | — | 84,205 | 1,148,906 |

  122. Option Exercises and Stock Vested 2025

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

  123. Nonqualified Deferred Compensation 2025

    Nonqualified Deferred Compensation 2025

  124. Nonqualified Deferred Compensation 2025

    | 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) ($) | | Christopher D. Layden | — | — | — | — | — | | Troy R. Anderson | 65,000 | 32,500 | 12,280 | — | 120,749 | | Tammy L. Browning | 61,187 | 30,594 | 78,798 | — | 678,277 | | Vanessa P. Williams | 10,364 | 5,182 | 48,436 | — | 423,717 | | Nicola M. Soares | 41,872 | 20,936 | 154,373 | — | 1,149,280 | | Former Executive Peter W. Quigley | 155,913 | 77,957 | 640,670 | — | 4,923,613 |

  125. Nonqualified Deferred Compensation 2025

    | (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. |

  126. Nonqualified Deferred Compensation 2025

    | (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. |

  127. Nonqualified Deferred Compensation 2025

    | (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. |

  128. Nonqualified Deferred Compensation 2025

    | (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. |

  129. Nonqualified Deferred Compensation 2025

    | (5) Amounts reported in this column include the following amounts that have been reported in the Summary Compensation Table for fiscal years 2013-2025: Peter W. Quigley ($1,262,335); Named in the proxies for fiscal years 202-2025: Troy R. Anderson ($36,250); Named in the proxies for fiscal years 2022-2025: Vanessa P. Williams ($74,192); Named in the proxies for fiscal years 2024-2025: Nicola M. Soares ($41,090). |

  130. Nonqualified Deferred Compensation 2025

    | 66 | |

  131. Potential Payments Upon Termination or Change in Control 2025

    Potential Payments Upon Termination or Change in Control 2025 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. 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 28, 2025, 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 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. Layden and Anderson,, and Mses. Browning, Williams and Soares were covered in the Severance Plan for 2025. If one of the eligible named executive officers were to have experienced a qualifying termination under the Severance Plan in 2025, 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. Layden was the only Tier 1 participant in the Severance Plan. Mr. Anderson and Ms. Williams were Tier 2 participants in the Severance Plan. Mses. Browning and Soares were a Tier 3 participants in the Severance Plan. 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.

  132. Potential Payments Upon Termination or Change in Control 2025

    | | 67 |

  133. Potential Payments Upon Termination or Change in Control 2025

    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. 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.

  134. Potential Payments Upon Termination or Change in Control 2025

    | 68 | |

  135. Potential Payments Upon Termination or Change in Control 2025

    Treatment of Long-Term Incentive Awards Each equity-based award is conditioned upon the grantee’s acceptance of the terms of the 2025 Equity Incentive Plan 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.

  136. Potential Payments Upon Termination or Change in Control 2025

    | 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 |

  137. Potential Payments Upon Termination or Change in Control 2025

    | | 69 |

  138. Potential Payments Upon Termination or Change in Control 2025

    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.

  139. Potential Payments Upon Termination or Change in Control 2025

    | Event and Amounts | Christopher D. Layden ($) | Troy R. Anderson ($) | Tammy L. Browning ($) | Vanessa P. Williams ($) | Nicola M. Soares ($) | | Involuntary Termination (For Cause) | | | | | | | No other payments due | | | | | | | Voluntary Termination | | | | | | | No other payments due | | | | | | | Death or Disability | | | | | | | Performance Shares (Equity-Based)(1) | — | 66,994 | 111,878 | 188,042 | 104,878 | | Restricted Shares(2) | 232,651 | 218,169 | 166,577 | 108,340 | 107,754 | | Total | 232,651 | 285,163 | 278,455 | 296,382 | 212,632 | | 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) | — | — | — | — | — | | Involuntary Termination (Not For Cause) | | | | | | | Cash Severance(3) | 2,000,000 | 975,000 | 463,000 | 787,500 | 422,000 | | Pro-Rated Annual Incentive(4) | 450,000 | — | — | — | 89,816 | | Performance Shares (Equity-Based)(1) | — | — | 90,181 | 143,374 | 83,749 | | Restricted Shares(2) | — | — | — | — | — | | Benefits Continuation(5) | — | 12,750 | 4,078 | 17,117 | 10,209 | | Outplacement Services(6) | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | | Total | 2,460,000 | 997,750 | 567,259 | 957,990 | 615,774 | | Termination in Connection with a Change In Control - For Good Reason or Not For Cause | | | | | | | Cash Severance(3) | 4,500,000 | 1,803,750 | 740,800 | 1,378,125 | 675,200 | | Pro-Rated Annual Incentive(4) | 1,250,000 | 552,500 | 277,800 | 393,750 | 253,200 | | Performance Shares (Equity-Based)(1) | — | 316,857 | 217,695 | 403,757 | 207,561 | | Restricted Shares(2) | 2,499,276 | 991,355 | 533,725 | 271,972 | 221,173 | | Benefits Continuation(5) | — | 12,750 | 4,078 | 17,117 | 10,209 | | Outplacement Services(6) | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | | Total | 8,259,276 | 3,687,211 | 1,784,099 | 2,474,721 | 1,377,343 |

  140. Potential Payments Upon Termination or Change in Control 2025

    | (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 2023 Year 1, Year 2 and Year 3, 2024 Year 1 and Year 2, and 2025 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 26, 2025 stock value of $8.61) is shown in the table. |

  141. Potential Payments Upon Termination or Change in Control 2025

    | (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 |

  142. Potential Payments Upon Termination or Change in Control 2025

    | 70 | |

  143. Potential Payments Upon Termination or Change in Control 2025

    | 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 26, 2025 stock value of $8.61) is shown in the table. |

  144. Potential Payments Upon Termination or Change in Control 2025

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

  145. Potential Payments Upon Termination or Change in Control 2025

    | (4) In the event of an involuntary termination by the Company without cause and not in connection with a change in control, Messrs. Layden and Anderson, and Mses. Browning, Williams and Soares 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. Layden and Anderson, and Mses. Browning, Williams and Soares 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 28, 2025. |

  146. Potential Payments Upon Termination or Change in Control 2025

    | (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. |

  147. Potential Payments Upon Termination or Change in Control 2025

    | (6) Represents the maximum allowed benefit for reimbursement of outplacement services for participants in the applicable Severance Plan. |

  148. Potential Payments Upon Termination or Change in Control 2025

    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.

  149. 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 2025, our last completed fiscal year, our methodology and finding details are as follows: Methodology

  150. CEO Pay Ratio

    | ● | We selected December 28, 2025, as the date we would use to identify our median employee; |

  151. CEO Pay Ratio

    | ● | As of December 28, 2025, our employee population totaled 87,960 and consisted of all active regular and temporary employees; |

  152. CEO Pay Ratio

    | • | about 95% are temporary employees who work anywhere from one week to fifty-two weeks in a calendar year, with approximately 8% located outside of the U.S; and |

  153. CEO Pay Ratio

    | • | employee compensation outside the U.S. was converted to U.S. dollars using the Company’s 2025 budgeted exchange rates. |

  154. CEO Pay Ratio

    Findings

  155. CEO Pay Ratio

    | ● | The median of the annual total compensation of all employees of our company (other than our CEO), was $11,526; |

  156. CEO Pay Ratio

    | ● | The annualized total compensation of our CEO, was $5,900,003; |

  157. 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 512 to 1; and |

  158. CEO Pay Ratio

    | ● | Our median employee was a temporary employee located in the U.S. and worked approximately seventeen weeks during 2025. |

  159. CEO Pay Ratio

    | 72 | |

  160. CEO Pay Ratio

    The following table sets forth the compensation for our Chief Executive Officer (“CEO”), Former Chief Executive Officer 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 2025, 2024, 2023, 2022, and 2021. 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”), Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”), over such years in accordance with SEC rules.

  161. Pay vs. Performance Table

    Pay vs. Performance Table

  162. Pay vs. Performance Table

    | Year (a) | Summary Compensation Table Total to CEO | | Compensation Actually Paid CEO (1)(2) | | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs (1)(2) | TSR (Class A) | TSR (Class B) | Peer TSR (3) | Net Earnings (Loss) in millions | CSM: Adjusted EBITDA in millions (4) | | | CEO (b) | Former CEO (c) | CEO (d) | Former CEO (e) | | | | | | | | | | | | | | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | 2025 | $5,207,696 | $3,327,152 | $3,728,739 | $947,848 | $1,223,008 | $648,211 | $46.20 | $45.97 | $121.68 | ($0.6) | $143.5 | | 2024 | n/a | $4,128,439 | n/a | $1,118,668 | $1,980,551 | $1,100,670 | $65.24 | $67.64 | $143.93 | ($0.6) | $143.5 | | 2023 | n/a | $4,163,424 | n/a | $4,313,597 | $1,407,120 | $1,555,635 | $99.65 | $103.53 | $121.22 | $36.4 | $109.4 | | 2022 | n/a | $3,535,281 | n/a | $2,762,629 | $1,331,744 | $1,150,597 | $76.65 | $81.19 | $113.87 | ($62.5) | $105.6 | | 2021 | n/a | $3,938,608 | n/a | $2,864,364 | $1,640,264 | $1,362,908 | $74.94 | $78.78 | $152.43 | $156.1 | $84.1 |

  163. Pay vs. Performance Table

    | (1) SEC rules require certain adjustments to 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 no 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: |