Robert Cubbin
KELLY SERVICESAbout Robert S. Cubbin
Independent director of Kelly Services, Inc. since 2014; age 67. Attorney with 31 years of insurance law experience; retired in 2016 as President & CEO of Meadowbrook Insurance Group after a 30-year career. The Board has determined he qualifies as an “audit committee financial expert.” Education: JD, Detroit College of Law; BA (Psychology), Wayne State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meadowbrook Insurance Group, Inc. | President & CEO; Director | 2002–2016 | Led a P&C insurer; deep experience in ERM, accounting/actuarial, underwriting, reinsurance, and claims; qualifies as audit committee financial expert |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Huntington Bancshares Incorporated | Director | 2017–2023 | Not disclosed; banking sector experience |
| FirstMerit Corporation | Director | 2013–2017 | Not disclosed |
| Citizens Republic Bancorp | Director | 2008–2013 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Talent Management Committee Chair; Corporate Governance & Nominating Committee member .
- Independence: Affirmatively determined independent by the Board on Feb 12, 2025 .
- Board effectiveness: 88% independent Board with an independent Chairman; all three committees are 100% independent .
- Attendance and engagement: Board held 12 meetings in 2024; average director attendance 96.9%; majority of directors attended 100% of their meetings; independent directors held at least five executive sessions .
- Tenure: 10 years of service at Kelly (as of Apr 14, 2025); Director since 2014 .
- Committee meeting cadence (2024): Audit (4); Compensation & Talent Management (5); Corporate Governance & Nominating (4) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash fees earned | $115,000 |
| Equity stock awards (grant-date fair value) | $150,000 |
| Shares granted (Class A) | 6,811 shares |
| Fair value per share (grant date: May 9, 2024) | $22.02 |
| Committee chair additional retainer (Comp & Talent Mgmt) | $15,000 |
| Director base retainer structure (non-employee; effective May 9, 2024) | $100,000 cash / $150,000 equity; total $250,000 |
Notes:
- He deferred 100% of his 2024 annual stock grant into deferred common stock units; cash fees were not deferred by him (two other directors deferred cash) .
- No meeting fees; retainer-only model; chairman and committee chair retainer schedule set by Compensation & Talent Management Committee in 2024 .
Performance Compensation
| Performance-based elements tied to director pay | 2024 |
|---|---|
| Performance metrics (e.g., EBITDA/TSR) | None disclosed for directors; director compensation consists of fixed cash retainer and fixed-value equity grant |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no insider participation on Kelly’s Compensation & Talent Management Committee .
- Related-party transactions: Company reports no related-party transactions between the Company and Board or senior management; Audit Committee oversees related-party review per charter .
Expertise & Qualifications
- Audit committee financial expert designation; strong financial sophistication; legal/corporate governance and risk management depth .
- Skills matrix shows extensive executive leadership, transformations, industry, financial acumen/risk management/legal governance experience; Financial Expert capability explicitly noted .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A Common Stock beneficially owned | 61,845 | Includes 51,015 shares indirectly held via the Non-Employee Directors Deferred Compensation Plan (stock units) |
| Class B Common Stock beneficially owned | 100 | Less than 1% of class |
| Ownership as % of class | <1% for Class A; <1% for Class B | Asterisk denotes less than 1% in proxy |
| Director stock ownership guidelines | Minimum fair market value of 4x cash portion of annual base retainer ($400,000); all directors compliant | |
| Hedging/pledging | Prohibited; policy bars short-sales, hedging, pledging, margin accounts |
Governance Assessment
- Strengths: Independent director with audit financial expert status; chairs the Compensation & Talent Management Committee; robust Board governance (independent Chair; fully independent committees; regular executive sessions); strong attendance; clear director stock ownership requirements; prohibition on hedging/pledging; formal related-party oversight; and independent compensation consultant (Pay Governance LLC), assessed as independent .
- Compensation governance: Committee sets philosophy, designs STIP/LTI for executives, oversees stock ownership compliance, succession planning, and works with independent consultant; no committee interlocks reported .
- Controlled company context: Trust K controls >90% of Class B voting power, but Kelly voluntarily complies with Nasdaq independence standards (majority independent Board; 100% independent committees) .
- Shareholder sentiment: 2024 say-on-pay approved by 99% of shares represented, indicating strong support for compensation governance .
- RED FLAGS: None identified specific to Cubbin; Company states no related-party transactions with Board/senior management; hedging/pledging prohibited. Controlled-company status is a structural risk mitigated by voluntary adherence to independence standards .