Nicola Soares
KELLY SERVICESAbout Nicola Soares
Nicola M. Soares (age 56) is Senior Vice President and President, Kelly Education, a role she has held since 2011. She has led the transformation of Kelly Education from a substitute staffing provider into a multi‑specialty education workforce solutions platform spanning paraprofessionals, tutors, therapists, nurses, and executive search; her prior experience includes teaching in public schools and leadership roles at McGraw‑Hill Education and NBC Universal . At the company level in 2024, Kelly delivered adjusted EBITDA of $143.5M (+31.2% YoY) with 100 bps margin expansion to 3.3% despite revenue declining 10.4% to $4.3B, underscoring an increased focus on profitable, higher‑margin specialties; pay outcomes for executives were tied to EBITDA dollars and business‑unit metrics (revenue/gross profit/EBITDA) . Company pay‑versus‑performance disclosures show 2024 Class A TSR at $65.24 on a $100 base (2019 start point) and adjusted EBITDA of $143.5M, which anchor incentive design and outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kelly Education (Kelly Services) | President (SVP) | 2011–present | Transformed business into multi‑specialty education workforce solutions (subs, paraprofessionals, tutors, therapists, nurses, exec search) and integrated therapeutic/mental health services . |
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Base Salary | $410,000 approved for 2024 (vs. $384,300 in 2023; +6.7%) . |
| STIP Target (% of salary) | 55% (unchanged YoY) . |
| Actual STIP Payout | $220,000; 99.2% of target on $403,081 salary earnings . |
| Perquisites | Perqs < $10,000 (executive physical/vacation facility program available) . |
| Deferred Comp Elections (MRP) | $40,308 deferred; company match $20,154; Medicare tax gross‑up $830; aggregate balance $932,134 . |
Performance Compensation
2024 STIP design and results (Soares)
| Measure | Weight | Threshold | Target | Maximum | 2024 Actual | Funding (% of target) |
|---|---|---|---|---|---|---|
| Corporate EBITDA ($mm) | 50% | $128.0 | $160.0 | $200.0 | $133.7 | 58.9% . |
| Education BU Gross Profit ($mm) | 25% | $113.6 | $142.0 | $177.5 | $141.2 | 98.5% . |
| Education BU EBITDA ($mm) | 25% | $34.7 | $43.3 | $54.2 | $45.3 | 117.2% . |
| Weighted Funding | 100% | 83.4% . |
Notes: Final individual payout was 99.2% of target reflecting business‑unit outperformance and individual performance overlay; overall corporate STIP funding was 58.9% .
Long‑term incentives (structure and grants)
- Mix: For non‑CEO NEOs, 60% Performance Shares (PSUs), 40% Restricted Stock; PSUs have two equally weighted metrics with one‑year goals set annually for each of the three years: revenue growth and EBITDA margin; payout 50%–200% of target; earned PSUs cliff‑vest at the end of year 3 (double‑trigger acceleration under CIC) .
- 2024 Grants (Soares):
- PSUs: 8,310 target shares (4,155 tied to revenue growth; 4,155 tied to EBITDA margin) .
- Time‑based Restricted Stock: 5,540 shares granted 2/13/2024, ratable vest over 3 years; Special recognition RS: 9,843 shares granted 10/15/2024, cliff‑vest on 10/15/2026 .
- Recently assessed PSU outcomes (funding for 2024 performance year across cycles was 75.78% of target):
- 2022–2024 (Year 3): Soares earned 2,163 shares (weighted 75.78%); vested upon Committee approval in 2025 .
- 2023–2025 (Year 2): Soares earned 2,595 shares (vest in Feb 2026) .
- 2024–2026 (Year 1): Soares earned 2,097 shares (vest in Feb 2027) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 68,253 Class A shares; <1% of class . |
| Unvested/Unearned Awards (12/29/2024) | 17,480 unvested RS ($230,386 at $13.18); 5,542 unearned PSUs ($73,044 at $13.18) . |
| Stock Ownership Guidelines | Other Senior Officers: 1x–1.5x base salary; all NEOs, including Soares, met requirement as of 2/11/2025 . |
| Hedging/Pledging | Prohibited for directors and employees (no hedging, margin accounts, or pledging) . |
Vesting calendar highlights (potential supply overhang):
- RS from 2/13/2024 grant: ~1/3 annually (2025/2026/2027) .
- Special recognition RS: all 9,843 shares cliff‑vest 10/15/2026 .
- PSUs: 2023–2025 vest Feb 2026; 2024–2026 vest Feb 2027 (subject to performance) .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Severance Plan Tier | Tier 3 participant (Soares) . |
| Involuntary (not for cause), no CIC | 12 months base salary continuation; pro‑rated actual‑performance bonus; COBRA subsidy up to 12 months; $10k outplacement; non‑compete, non‑solicit, confidentiality obligations . |
| CIC Double‑Trigger | Lump sum 1x (salary + target bonus); pro‑rated bonus; RS vests; PSUs vest at target if not assumed/converted (or upon qualifying termination if assumed); COBRA subsidy; $10k outplacement; best‑net 280G cutback; no excise tax gross‑ups . |
Soares—illustrative quantified payouts if terminated on 12/29/2024:
- Not for cause (no CIC): $781,323 total, including $410,000 cash severance; $220,000 pro‑rated bonus; $131,115 PSUs (pro‑rated at actual); $10,209 benefits; $10,000 outplacement .
- CIC double‑trigger: $1,463,488 total, including $635,500 cash severance; $225,500 pro‑rated target bonus; $305,328 RS; $276,951 PSUs (target); $10,209 benefits; $10,000 outplacement .
Compensation Structure Notes (alignment, governance)
- Pay mix emphasizes at‑risk pay (STIP and PSUs) tied to diversified metrics: corporate EBITDA dollars and business‑unit gross profit/EBITDA, plus multi‑year PSUs on revenue growth and EBITDA margin; no stock options granted since 2004 .
- Clawback policy (SEC/Nasdaq compliant) covers STIP and LTI; strict anti‑hedging/pledging; robust ownership/retention requirements .
- Peer group benchmarking to general industry median with LTI targets generally below median to balance cost and performance; 2024 Say‑on‑Pay approval 99% .
Investment Implications
- Pay‑for‑performance linkage is strong: Soares’ 2024 payout materially reflected Education BU execution (BU EBITDA 117.2% and BU GP 98.5% of target), producing a 99.2% STIP payout vs. corporate funding of 58.9%—a positive signal on segment execution quality .
- Retention risk appears moderate near‑term: meaningful unvested equity (17,480 RS; multi‑cycle PSUs) and ownership compliance suggest alignment; however, a notable supply event arrives on 10/15/2026 (9,843 special RS cliff vest), and PSU cliffs in early 2026/2027 may create episodic selling pressure windows .
- Governance risk is contained: double‑trigger CIC, no option repricing, no CIC excise tax gross‑ups, and a comprehensive clawback/anti‑hedging framework reduce shareholder‑unfriendly outcomes .
- Segment execution exposure: Incentives emphasize EBITDA dollars and margin expansion consistent with Kelly’s mix‑shift to higher‑margin specialties (company adj. EBITDA margin 3.3%, +100 bps in 2024); continued outperformance in Education BU metrics would support above‑target payouts and value creation, while misses would dampen realized pay and reduce selling pressure from performance equity .