Kforce (KFRC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, with four key proposals: election of three directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of the 2025 Stock Incentive Plan.

• 2024 saw an 8% revenue decline and a 23% drop in adjusted diluted EPS, but the Technology business remained stable and outperformed peers.

• Strategic initiatives included establishing a development center in Pune, India, advancing Workday implementation, and integrating consulting solutions.

• ESG efforts led to a 60% reduction in GHG emissions since 2019 and recognition for workplace excellence and diversity.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors for terms expiring in 2028.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 4: Approve the 2025 Stock Incentive Plan to ensure sufficient equity for future awards.

Board of directors and corporate governance

• Board consists of nine directors, with staggered three-year terms and a majority of independent members.

• Leadership structure includes a non-executive Chairman and a Lead Independent Director.

• Four standing committees: Audit, Compensation, Nomination, and Corporate Governance, all chaired by independent directors.

• Board diversity and refreshment are ongoing priorities, with recent efforts lowering average tenure and increasing diversity.