InaMarie Johnson
KELLY SERVICESAbout InaMarie F. Johnson
InaMarie F. Johnson, age 60, has served on Kelly Services’ Board since 2022 and is an independent director. She is a human-capital transformational leader with 30+ years of experience in strategy transformation, HR, and organizational development, holding an MA in Organizational Development and Management (John F. Kennedy University) and a BA in Social Sciences with emphasis in HR Management (University of California). Her Board tenure is three years as of April 14, 2025, aligned with expertise in executive leadership, transformations, innovation, human capital, ESG, and M&A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMJ Consulting, LLC | President & CEO | 2023 – present | Human capital advisory; transformation leadership focus |
| Zendesk, Inc. | Chief People & Diversity Officer | 2018 – 2022 | Led DEI and people strategy; culture and engagement transformation |
| Plantronics, Inc. | SVP & Chief Human Resources Officer | 2015 – 2018 | Global HR leadership; organizational development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Entrepreneurship for All (EforAll) | Director | 2020 – present | Non-profit board service |
| CNBC Workforce Executive Council | Member | 2021 – present | Executive council membership |
Board Governance
- Independence: The Board affirmatively determined Johnson is independent. All Board committees are fully independent; Kelly elects to comply with Nasdaq independence standards despite controlled company status.
- Committee assignments: Compensation and Talent Management; Corporate Governance and Nominating. Not a committee chair.
- Committee activity: Compensation & Talent Management met 5 times in 2024; Corporate Governance & Nominating met 4 times.
- Attendance and engagement: Board-wide attendance was 96.9% in 2024; all directors then in office attended the 2024 Annual Meeting; independent director executive sessions were held at least five times.
- Board leadership: Independent Chairman of the Board (Terrence B. Larkin); CEO role separated from Chair.
- Risk oversight and ESG: Committees oversee compensation risk (including clawback policy), ERM (cybersecurity/AI/privacy), governance and sustainability strategy; Audit reviews related-party transactions.
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual base retainer – cash | $100,000 | Paid in cash per director compensation design |
| Annual base retainer – equity (Class A) | $150,000 | Issued as stock; equity set at 60% of base retainer |
| Committee chair fees | $0 | Johnson is not a chair; chair fees are $20,000 (Audit), $15,000 (Comp, Governance) for chairs only |
| Meeting fees | $0 | Not included in design |
| Deferred compensation | Elected to defer 100% of annual stock grant into deferred common stock units | Non-Employee Directors Deferred Compensation Plan allows deferral of cash and/or equity; distribution elections flexible |
Grant details (2024):
- Shares granted: 6,811 Class A shares at $22.02 fair value per share (aggregate $150,000); Johnson deferred 100% into stock units.
Performance Compensation
| Component | Design | Metrics | Notes |
|---|---|---|---|
| Director equity retainer | Fixed-value stock grant | N/A (no performance conditions) | Directors receive time-based equity retainers; no options or performance-vested awards disclosed for directors |
No director options, performance share units, or performance-linked vesting terms were disclosed for non-employee directors.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Johnson.
- Committee interlocks: No compensation committee interlocks or insider participation in 2024.
Expertise & Qualifications
- Executive leadership; transformations; innovation; industry/human capital; technology/digitization/cyber; financial acumen; risk management; sustainability/ESG; M&A.
- Recognitions: California Diversity Council “Most Powerful & Influential Women.”
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| InaMarie F. Johnson | 23,103 | — | <1% | Includes 23,103 shares held indirectly via Non-Employee Directors Deferred Compensation Plan |
Ownership alignment:
- Director stock ownership requirement: Minimum fair market value equal to 4× cash portion of base retainer ($400,000); all directors are compliant.
- Hedging/pledging: Prohibited by policy (short-sales, hedging, pledging, margin).
Governance Assessment
- Positive signals:
- Independent director with deep human capital and transformation expertise assigned to Compensation and Governance committees—aligned with oversight of talent, pay practices, succession, and governance (including sustainability).
- Strong ownership alignment: defers 100% of equity grant into stock units; meets director ownership guidelines; hedging/pledging banned.
- Board practices: Independent chair; high attendance; frequent executive sessions; robust ERM covering cybersecurity/AI/privacy; Audit reviews related-party transactions; no related-party transactions reported.
- Compensation governance: Independent consultant (Pay Governance) vetted for independence; no committee interlocks; say-on-pay approval at 99%.
- Potential red flags to monitor:
- Controlled company status concentrates voting power (Trust K holds 92.2% of Class B as of March 28, 2025), though the Board voluntarily complies with Nasdaq independence standards.
- Individual director meeting attendance not disclosed per director—board-level aggregate disclosed; continue to monitor director-specific attendance in future proxies.
Related-party and conflicts: Company reports no related-party transactions between Board/senior management and the Company; Audit Committee oversees any potential related party transactions under formal policy.