Chris Layden
KELLY SERVICESAbout Chris Layden
Chris Layden is President and CEO of Kelly Services (KELYA) effective September 2, 2025, and concurrently serves on the Board of Directors; he is 43 and holds a B.A. in Philosophy from Boston College . Before Kelly, he was COO of Prolink and spent nearly two decades at ManpowerGroup leading enterprise transformations in life sciences, engineering, and technology verticals . Kelly’s FY2024 delivered adjusted EBITDA of $143.5M (3.3% margin, +100 bps) on $4.3B revenue and Q3’25 showed revenue of $935M (-9.9% y/y) with adjusted EBITDA of $16.5M (1.8% margin) amid goodwill impairment and macro headwinds . As CEO, Layden is focused on execution, agility, and positioning Kelly to drive profitable growth through evolving macro, policy, labor market, and AI dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prolink | Chief Operating Officer | — to 2025 | Led rapid organic growth; strengthened competitive positioning; transformed technology processes and platforms . |
| ManpowerGroup | Senior roles incl. VP & GM, industry verticals | ~2000s–2020s (nearly two decades) | Led enterprise-wide initiatives and multiple business transformations; contributed to growth in life sciences, engineering, technology . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kelly Services, Inc. | Director (management) | 2025–present | Appointed to Board effective Sep 2, 2025; no additional director compensation . |
Fixed Compensation
| Element | Amount/Term | Notes |
|---|---|---|
| Base Salary (2025) | $1,000,000 | Set per offer letter; subject to periodic review . |
| STIP Target (2025) | 125% of earned salary | 2025 STIP guaranteed minimum payout of $450,000 . |
| Sign-on Cash Bonus | $450,000 | Paid after start; must be repaid if voluntary termination without Good Reason or termination for Cause within 2 years . |
| Sign-on Equity (Restricted Stock) | $4,000,000 grant value | Granted on first 15th after start (expected Sep 15, 2025); vests 15%/35%/50% on 1st/2nd/3rd anniversaries; acceleration if terminated by the Company other than for Cause or if he resigns for Good Reason; company may alternatively cash-settle unvested value . |
| Director Compensation | None | No additional pay for Board service . |
Performance Compensation
| Program | Metric Design | Weighting/Range | Target | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| 2025 STIP (CEO) | Company plan; specifics not disclosed for 2025 | — | 125% of salary | 2025 award guaranteed at least $450,000; standard plan payouts 0–200% of target based on goals . | Annual cash. |
| LTIP (from 2026 grants) | Mix of Performance Shares and Restricted Stock | 75% PSUs / 25% RS | Target grant 250% of salary | PSUs pay 0–200% based on goals set annually for each year in 3-yr cycle; design mirrors company’s PSU framework . | RS vests ratably; PSUs cliff-vest after 3-year performance period . |
| Company PSU performance context (2024 program) | Annual goals inside 2024–2026 cycle | — | — | 2024 assessment earned at 75.78% of target (program-wide data) . | 3-year cliff for earned PSUs . |
2024 STIP for NEOs funded at 58.9% based on corporate EBITDA $ performance; 2025 CEO metrics not yet disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership | Filed Form 3 on Sep 3, 2025 showing no securities beneficially owned at appointment . |
| Sign-on Restricted Stock | $4.0M grant on/around Sep 15, 2025; vests 15%/35%/50% on Sep 15, 2026/2027/2028; accelerated if terminated by Company other than for Cause or resignation for Good Reason (or cash equivalent at company’s discretion) . |
| Ownership Guidelines (CEO) | Minimum ownership equal to 6x base salary; until met, must retain 50% of net shares from equity awards; expected compliance within ~5 years . |
| Hedging/Pledging | Company policy prohibits hedging, pledging, short sales, and margin accounts . |
| Clawback | Incentive Compensation Recovery policy applies to performance-based annual and long-term incentives . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Nature | At-will . |
| Severance – non‑CIC | Base salary continuation for 24 months + prorated annual incentive for the year of termination (based on performance), for qualifying termination other than for Cause/Disability/Death . |
| Severance – CIC (double trigger) | Lump sum 2x (base salary + target annual incentive) + prorated annual incentive, for qualifying termination in connection with a Change in Control (as defined) . |
| Good Reason Process | Notice within 60 days of event; 30-day cure; failure to timely notice waives the right . |
| Stock Ownership/Trading | 6x salary guideline; 50% net share retention until compliant; subject to blackout and pre-clearance policies . |
| Clawback | Applies to STIP and LTIP; subject to Compensation Committee authority . |
| Tax Gross‑ups | Company policy does not provide tax gross-ups for excise taxes upon CIC . |
Board Governance
- Role: Director (management) since Sep 2, 2025; no committee assignments disclosed; not independent by virtue of CEO role .
- Structure: Independent Chairman (separate from CEO); all Audit, Compensation & Talent Management, and Corporate Governance & Nominating committees are fully independent .
- Independence and Policies: Majority independent board; prohibitions on hedging and pledging; double-trigger equity acceleration under EIP and Senior Executive Severance Plan .
Company Performance Context (for incentive alignment)
| Metric | FY 2024 | Q3 2025 |
|---|---|---|
| Revenue | $4.3B (−10.4% y/y) | $935.0M (−9.9% y/y); underlying revenue ~−2% ex discrete impacts . |
| Adjusted EBITDA | $143.5M; margin 3.3% (+100 bps) | $16.5M; margin 1.8% (−70 bps y/y) . |
| Operating Income/Loss | Loss from operations ($15.1M) | Operating loss ($102.1M) incl. $102M goodwill impairment; adjusted operating earnings $4.3M . |
Compensation Peer Group and Say‑on‑Pay
- Peer Group (used for market comparisons): Adecco, AMN, ASGN, Barrett Business Services, Heidrick & Struggles, Insperity, Kforce, Korn Ferry, ManpowerGroup, Randstad, Robert Half, TrueBlue .
- Say‑on‑Pay: 2024 approval at 99%; Committee maintained general program design while continuing to evaluate alignment .
Track Record, Value Creation, and Execution Risk
- Track record: Prolink COO leading rapid organic growth and tech/process transformation; at ManpowerGroup, drove transformations and vertical growth initiatives .
- 2025 CEO commentary: Emphasis on execution agility and positioning through macro/policy/labor market and AI shifts; intent to enhance execution and drive profitable growth .
- Risk markers: No hedging/pledging allowed; clawback policy; severance double‑trigger; no tax gross‑ups; controlled company with voluntary compliance to Nasdaq independence standards .
Director Compensation (for dual-role considerations)
| Element | CEO-Director Status |
|---|---|
| Director Fees/Equity | None; no additional compensation for Board service while CEO . |
| Independence | Non‑independent director as CEO; committees remain fully independent . |
| Governance Implication | Separation of Chair/CEO mitigates concentration of power; oversight via independent committees . |
Investment Implications
- Alignment and retention: The $4.0M sign‑on restricted stock with back‑loaded vesting (15%/35%/50%) plus a 6x salary ownership requirement and 50% net share retention drive meaningful skin‑in‑the‑game and reduce near‑term selling pressure; acceleration upon termination without Cause or resignation for Good Reason moderates retention risk in adverse scenarios .
- Near‑term payout certainty: The guaranteed 2025 STIP minimum ($450k) tempers downside in the transition year, but from 2026 the LTIP shifts heavily to performance shares (75%) with 0–200% outcomes, increasing pay‑for‑performance sensitivity .
- Trading signals: Watch for the initial Form 4 reflecting the sign‑on equity (grant expected Sep 15, 2025) and subsequent vesting dates (Sep 15, 2026/2027/2028) as potential liquidity events; Form 3 showed zero holdings at appointment, implying a clean baseline .
- Change‑in‑control economics: Double‑trigger severance at 2x (salary + target bonus) plus prorated STIP, and equity acceleration per plan, are standard and not shareholder‑unfriendly; no tax gross‑ups reduces governance risk premium .
- Program governance: Prohibitions on hedging/pledging and a formal clawback policy reduce misalignment risk; say‑on‑pay support (99% in 2024) indicates investor acceptance of design philosophy ahead of Layden’s tenure .