KELLY SERVICES INC
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
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Item 10. EXECUTIVE OFFICERS OF THE REGISTRANT
The following individuals serve as executive officers of the Company as of December 31, 2023:
| Name/Office | Age | Served as an Officer Since | Business Experience During Last 5 Years |
|---|---|---|---|
| Peter W. Quigley President and Chief Executive Officer | 62 | 2004 | Served as officer of the Company. |
| Olivier G. ThirotExecutive Vice President and Chief Financial Officer | 62 | 2008 | Served as officer of the Company. |
| Amy J. BouqueSenior Vice President Chief People Officer | 54 | 2020 | September 2020 - Present Served as officer of the Company.January 2016 - August 2020Executive Director - Talent Management -Ally Financial, Detroit Michigan |
| Tammy L. BrowningSenior Vice President President, KellyOCG | 50 | 2018 | October 2018 - PresentServed as officer of the Company.October 2010 - April 2018SVP Global Operations - Yoh |
| Timothy L. DupreeSenior Vice President President, Kelly Professional & Industrial | 47 | 2014 | Served as officer of the Company. |
| Dinette KoolhaasSenior Vice President President, Kelly International | 54 | 2008 | Served as officer of the Company.(1) |
(1) In conjunction with the completion of the sale of our EMEA staffing operations and a transition period, Ms. Koolhaas will depart the Company on March 31, 2024.
| Name/Office | Age | Served as anOfficer Since | Business ExperienceDuring Last 5 Years |
|---|---|---|---|
| Daniel Hugo MalanSenior Vice President President, Kelly Science, Engineering & Technology | 54 | 2020 | March 2020 - PresentServed as officer of the Company.December 2019 - February 2020Managing Partner - Talent Capital AdvisorsAugust 2018 - November 2019Chief Operating Officer - EmploybridgeDecember 2016 - July 2018President, Commercial Business - Employbridge |
| Nicola M. SoaresSenior Vice PresidentPresident, Kelly Education | 55 | 2011 | Served as officer of the Company. |
| Vanessa P. WilliamsSenior Vice President General Counsel Corporate Secretary | 52 | 2020 | October 2020 - Present Served as officer of the Company.February 2020 - September 2020 SVP, Division General Counsel - Transportation and Third Party Risk Management and Compliance - IHS MarkitDecember 2016 - February 2020 VP, Division General Counsel - Transportation - IHS Markit |
CODE OF BUSINESS CONDUCT AND ETHICS.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. The Code of Business Conduct and Ethics is included as Exhibit 14 in the Index to Exhibits on page 99. We have posted our Code of Business Conduct and Ethics on our website atwww.kellyservices.com. We intend to post any changes in or waivers from our Code of Business Conduct and Ethics applicable to any of these officers on our website.
Equity Compensation Plan Information
The following table shows the number of shares of our Class A common stock that may be issued upon the exercise of outstanding options, warrants and rights, the weighted-average exercise price of outstanding options, warrants and rights, and the number of securities remaining available for future issuance under our equity compensation plans as of the fiscal year end for 2023.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | |
|---|---|---|---|
| Equity compensation plans approved by security holders - Fixed Share provision(1),(2) | — | $— | 1,956,085 |
| Equity compensation plans not approved by security holders(3) | — | — | — |
| Total | — | $— | 1,956,085 |
(1)The equity compensation plan approved by our stockholders is our Equity Incentive Plan.
(2)The Fixed Share provision applies to shares granted on and after May 10, 2017, and the amended Equity Incentive Plan provides that the maximum number of shares available for grants is 4,700,000.
The number of shares to be issued upon exercise of outstanding options, warrants and rights under the Fixed Share provision excludes: 784,132 shares of restricted stock; performance shares that have been earned but not yet vested totaling 115,182 financial measure performance awards, and 47,752 single financial measure performance awards; and performance shares granted to employees and not yet earned or vested totaling 876,363 shares of financial measure performance awards, calculated using an assumed maximum award performance level of 200%, where applicable, at December 31, 2023.
(3)The Non-Employee Directors Deferred Compensation Plan is an equity compensation plan that has not been approved by our stockholders. This plan provides non-employee directors with the opportunity to defer all or a portion of the fees they receive. Participants may elect to have director fees that are paid in either cash or common stock, deferred into the plan. Participants choose from a list of investment funds as determined by the Company for their deferrals of cash. Deferrals of common stock must remain in common stock. Amounts deferred under the plan are subject to applicable tax withholding. The plan is intended to be a non-qualified deferred compensation arrangement in compliance with Section 409A of the Code. Shares acquired by participants in this plan will be issued from the share reserve stated in the Equity Incentive Plan.
Part IV
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