Leslie Murphy
KELLY SERVICESAbout Leslie A. Murphy
Independent director of Kelly Services (KELYA); age 73; director since 2008 (17 years’ tenure). Former Group Managing Partner at Plante & Moran; currently President & CEO of Murphy Consulting and a certified public accountant. Designated “audit committee financial expert”; holds NACD Directorship Certification and the AICPA Cybersecurity Fundamentals for Finance and Accounting Professionals certification. Education: BBA, Accounting, University of Michigan. Independent status affirmed by the Board on Feb 12, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plante & Moran, LLP | Group Managing Partner (former) | Not disclosed | Led a national accounting firm; deep finance, risk, governance and audit expertise; basis for audit committee financial expert designation. |
| Murphy Consulting, Inc. | President & CEO | 2008 – present | Advisory leadership; continued currency in financial, ERM, cybersecurity issues. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AICPA (American Institute of CPAs) | Member, Governing Council; former Chair of AICPA | Governing Council: 2000 – present; Chair: former | National standard-setting exposure; enhances audit and reporting oversight capabilities. |
| Detroit Legal News Company | Director | 2012 – present | Board oversight at a publishing entity; no conflicts with Kelly disclosed. |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Leslie A. Murphy is independent (Feb 12, 2025). |
| Committees | Audit Committee (Chair); Compensation & Talent Management Committee (member). |
| Committee meetings (2024) | Audit: 4 meetings; Compensation & Talent Management: 5 meetings; all committees fully independent. |
| Audit Committee remit (selected) | Oversight of financial reporting/internal controls; internal audit; ERM; cybersecurity and AI risk; ESG/sustainability disclosures; related party transactions; QLCC function. |
| Board attendance | 2024 Board/committee attendance averaged 96.9%; majority of directors attended 100% of their meetings. All directors then in office attended the 2024 Annual Meeting. |
| Board leadership | Independent Chairman (separate from CEO). |
| Executive sessions | Independent directors met in executive session at least five times in 2024. |
| Controlled company | Kelly is a “controlled company” (Trust K holds >50% voting power; 92.2% of Class B as of Mar 28, 2025) but voluntarily complies with Nasdaq independence standards (majority independent Board; all-independent committees). |
Fixed Compensation (Non-Employee Director)
| Element | Murphy (2024) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Base cash $100,000 plus $20,000 Audit Chair retainer. |
| Annual equity retainer | $150,000 | Granted 6,811 Class A shares on May 9, 2024 at $22.02 per share grant-date fair value. |
| Total annual retainer (cash + equity) | $270,000 | Sum of cash and equity components; no meeting fees disclosed. |
| Program change (effective May 9, 2024) | Base director retainer increased to $250,000 (40% cash/$100,000; 60% equity/$150,000). Chair retainers unchanged (Audit $20k; Comp $15k; Governance $15k). | |
| Deferrals | Directors may defer cash and/or equity into the Non-Employee Directors Deferred Compensation Plan (DDCP); Murphy not listed among 2024 deferrers. |
Performance Compensation (Non-Employee Director)
- Non-employee directors do not receive performance-based cash incentives or PSUs/options; equity is retainer-based (time-based shares or deferred units if elected). No options were granted.
Other Directorships & Interlocks
- Current public company boards: none disclosed for Murphy.
- Compensation Committee interlocks: none in 2024 (no KELYA executive served on a board whose director/officer served on KELYA’s Compensation & Talent Management Committee).
- Related-party transactions: Corporate governance highlights report no related-party transactions between the Company and members of the Board or senior management; Audit Committee reviews/approves any related-person transactions under a formal policy.
Expertise & Qualifications
- Financial expertise: Audit committee financial expert (SEC definition); CPA; former national accounting firm managing partner.
- Risk, cybersecurity, AI: Audit Committee oversight remit includes cybersecurity and AI; Murphy holds AICPA Cybersecurity Fundamentals certification.
- Governance: NACD Directorship Certification; significant board process knowledge, QLCC oversight experience.
- Industry breadth: Governance, ERM, M&A, legal/corporate governance familiarity via board and professional roles.
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 55,795 shares | <1% | Includes 36,242 shares held via the Non-Employee Directors Deferred Compensation Plan. As of March 20, 2025. |
| Class B Common Stock | 100 shares | <1% | As of March 20, 2025. |
| Ownership guidelines | Directors must hold stock equal to 4x cash retainer (currently $400,000); all directors are compliant. | ||
| Hedging/pledging | Company policy prohibits short sales, hedging, pledging, and margin accounts. |
Insider Trades and Section 16 Compliance
| Date/Type | Detail |
|---|---|
| Form 4 (late filing) | One Form 4 for Murphy due Feb 9, 2024 was filed Apr 5, 2024 to report a purchase of 47 shares of Class A Common Stock. |
Governance Assessment
- Strengths: Independent Audit Chair with SEC-defined financial expert status overseeing financial reporting, ERM, cybersecurity/AI, ESG disclosure, related-party review, and QLCC; independent Board leadership with separate, independent Chair; high overall attendance; robust policies (no hedging/pledging; clawback for senior management) and full committee independence despite controlled status; strong shareholder support for executive pay (99% Say-on-Pay in 2024).
- Alignment: Director pay mix balances cash/equity; equity retainer promotes ownership; director ownership requirement ($400,000) met; Murphy holds 55,795 Class A shares plus 100 Class B (both <1%).
- Potential risks/red flags: Controlled company structure (Trust K holds 92.2% of Class B voting power) could concentrate voting control, though Board voluntarily adheres to Nasdaq independence standards; one late Form 4 filing in 2024 for a small open-market purchase (administrative compliance issue, not indicative of trading risk).
- Conflicts: No related-person transactions disclosed involving Murphy; Compensation Committee reported no interlocks.