Gerald Adolph
KELLY SERVICESAbout Gerald S. Adolph
Gerald S. Adolph (age 71) is an independent director of Kelly Services (KELYA) since 2018, with 35+ years of experience in growth strategy, M&A, and technology-driven industry change from his senior leadership career at Booz & Co. He holds an MBA from Harvard Business School and multiple degrees from MIT (BS Chemical Engineering; BS Management Science with Organizational Psychology; MS Chemical Engineering) . The Board reaffirmed his independent status on February 12, 2025; he currently serves on Audit and Compensation & Talent Management, and chairs the Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz & Co. | Senior Partner and other executive positions | 1981–2016 | Led growth strategy/M&A engagements; industry technology transformation expertise |
| Cintas Corporation (public) | Director | 2006–2024 | Chaired the Compensation Committee; governance experience |
| NAACP Legal Defense and Educational Fund | Director; Co‑Chair (2011–2021) | Director 1998–present | Co‑chair 2011–2021; long-standing governance leadership |
| Black Economic Alliance | Founding board member; Director | 2017–2020 | External economic policy and governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abt Associates | Director | 2020–present | Private organization; current role |
| Cardinal Spellman High School | Board Chair | 2022–present | Trustee 2010–2022; education governance |
| NAACP Legal Defense and Educational Fund | Director | 1998–present | Co‑chair 2011–2021 |
| Cintas Corporation | Director (prior) | 2006–2024 | Public company; compensation chair (prior) |
Board Governance
- Committee assignments: Audit; Compensation & Talent Management; Corporate Governance & Nominating (Chair) .
- Independence: Board determined Adolph is independent (Feb 12, 2025) .
- Committee activity (2024): Audit (4 meetings); Compensation & Talent Management (5); Corporate Governance & Nominating (4) .
- Board attendance: 96.9% average attendance in 2024; majority of directors attended 100%; all directors then in office attended the 2024 Annual Meeting; independent directors met in executive session at least five times in 2024 .
- Board structure: Independent, non-executive Chair; all three committees comprised entirely of independent directors despite “controlled company” status .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount/Detail | Evidence |
|---|---|---|
| Cash retainer | $100,000 | 2024 director base retainer design |
| Committee chair fee | $15,000 (Governance & Nominating Chair) | Committee chair fee schedule |
| Total cash earned | $115,000 | 2024 Director Compensation table (Adolph) |
| Equity grant (value) | $150,000 | Director equity design and 2024 table |
| Equity grant (shares/FMVs/date) | 6,811 shares at $22.02 FMV, granted May 9, 2024 | 2024 grant details |
| Deferrals (cash) | Deferred 100% of $115,000 cash retainer | Deferral footnote |
| Deferrals (equity) | Deferred 100% of 2024 stock grant into stock units | Deferral footnote |
| Chairman/meeting fees | None specified beyond chair retainers; no options granted | Fee design/table shows no option awards |
Director pay structure: For 2024, base retainer increased to $250,000 (60% equity/$150,000; 40% cash/$100,000); committee chair retainers unchanged (Audit $20k; Comp $15k; Governance $15k). Non-executive Chair retainer $350,000 (equity $200k; cash $150k) .
Performance Compensation
| Item | Status for Non-Employee Directors | Evidence |
|---|---|---|
| Performance-based cash bonus | Not applicable | Director compensation design shows retainers, not bonuses |
| Performance equity (PSUs) | Not applicable to directors | Director award table shows stock awards only; no PSUs/options |
| Option awards | None in 2024 | “Award Options” column shows “—” for Adolph |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role/Committee | Interlocks/Conflicts Noted |
|---|---|---|---|
| Cintas Corporation (prior) | Public | Director; Compensation Chair | No interlocks at Kelly disclosed; no related-party transactions reported |
| Abt Associates | Private | Director | None disclosed |
| NAACP LDF | Non-profit | Director (former Co‑Chair) | None disclosed |
| Cardinal Spellman High School | Non-profit | Board Chair | None disclosed |
- Compensation Committee interlocks: Kelly disclosed no executive officer interlocks with its Compensation & Talent Management Committee in 2024 .
Expertise & Qualifications
- Skills/experience highlighted by the Board: Executive Leadership; Transformations; Innovation; Industry; Financial Acumen; Legal/Corporate Governance; Sustainability/ESG; M&A .
- Audit financial expert designation: Only Mr. Cubbin and Ms. Murphy are designated “audit committee financial experts,” not Adolph .
Equity Ownership
| Item | Detail | Evidence |
|---|---|---|
| Class A beneficial ownership | 60,600 shares (<1%) | Beneficial ownership table |
| Of which deferred in DDCP | 56,573 shares (indirect via director deferred compensation plan) | Footnote (2) |
| Class B beneficial ownership | 100 shares (<1%) | Beneficial ownership table |
| 2024 director stock grant | 6,811 shares at $22.02 FMV on 05/09/2024 | Director compensation footnote |
| Ownership guidelines | 4× cash portion of annual base retainer (currently $400,000 minimum) | Stock ownership requirements |
| Guideline compliance | All directors compliant | Ownership compliance statement |
| Hedging/pledging | Prohibited; no short-sales, hedging, pledging, or margin accounts | Governance highlights |
| Insider trading pre-clearance | Directors must contact General Counsel/Corporate Secretary prior to trading | Executive compensation highlights (policy) |
Governance Assessment
-
Strengths
- Independent director with multi-committee load and chair of Corporate Governance & Nominating; Board reaffirmed independence in 2025 .
- Strong governance posture despite controlled company status: all committees fully independent; independent Board chair .
- High board engagement: 96.9% attendance average; frequent executive sessions; all directors at the 2024 Annual Meeting .
- Director pay mix emphasizes equity alignment; adherence to robust stock ownership guidelines; personal deferral of 100% cash and equity enhances alignment .
- Compensation governance: no comp committee interlocks; independent consultant engaged; strong say‑on‑pay outcome (99% in 2024) indicating investor support for pay practices overseen by the committee on which he serves .
-
Potential risks and considerations
- Controlled company structure: Trust K owns ~92.2% of Class B; while Kelly voluntarily complies with Nasdaq independence standards, voting control can limit minority shareholder influence .
- No per-director attendance disclosure; only aggregate board/committee attendance provided .
-
Conflicts/related-party exposure
- Company states no related-party transactions between Kelly and members of the Board or senior management; Audit Committee oversees any related-person transactions under formal policy .
-
RED FLAGS
- Structural control risk: High voting concentration at Trust K (92.2% of Class B) may override broader shareholder preferences despite independent board practices .
Overall signal: Adolph’s committee leadership (as Governance Chair) and cross-committee service (Audit, Compensation) alongside stringent ownership/hedging policies and strong say-on-pay support bolster investor confidence in board effectiveness, though the controlled company structure remains the primary governance risk factor for minority holders **[55135_0001193125-25-080159_d837686ddef14a.htm:6]** **[55135_0001193125-25-080159_d837686ddef14a.htm:7]** **[55135_0001193125-25-080159_d837686ddef14a.htm:20]** **[55135_0001193125-25-080159_d837686ddef14a.htm:21]** **[55135_0001193125-25-080159_d837686ddef14a.htm:23]** **[55135_0001193125-25-080159_d837686ddef14a.htm:39]** **[55135_0001193125-25-080159_d837686ddef14a.htm:40]** **[55135_0001193125-25-080159_d837686ddef14a.htm:50]**.