KELLY SERVICES INC
For the period ended May 7, 2026. Filed Apr 13, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Apr 13, 2026
Contents
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:
| 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. |
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.