Terrence Larkin
KELLY SERVICESAbout Terrence B. Larkin
Terrence B. Larkin, age 70, is an independent director and the Non-Executive Chairman of the Board at Kelly Services (KELYA). He has served on the Board since 2010 and was appointed Chairman in May 2023; he previously chaired the Corporate Governance & Nominating Committee in 2022. Larkin is an attorney with 28 years of business law experience, including executive leadership, legal/governance, risk management, financial acumen, and M&A expertise; he holds a JD cum laude from Wayne State University and a BA (High Honors) in Finance from Michigan State University. The Board affirmatively determined Larkin is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | EVP, Business Development; General Counsel; Corporate Secretary | 2008–2020 | Responsible for legal affairs, internal audits, and global business development for M&A/JVs (global manufacturing company) |
| Kelly Services Board | Chair, Corporate Governance & Nominating Committee | 2022 | Led governance oversight; later appointed Board Chairman in May 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not-for-profit organizations (three) | Board member | Current | Not specified (disclosed as current service on three not-for-profit boards) |
Board Governance
- Roles: Non-Executive Chairman of the Board; separate from CEO (independent board leadership). Chairman duties include presiding over Board/independent director executive sessions, setting agendas/schedules, liaising with CEO/independent directors, and ensuring information flow.
- Independence: Board majority independent (88%); Larkin is independent; all Board committees are fully independent despite “controlled company” status.
- Committees: Larkin currently serves on no Board committees (as Chairman); prior chair of Corporate Governance & Nominating in 2022.
- Attendance and engagement: Board held 12 meetings in 2024; average director attendance 96.9%, with the majority attending 100%; independent directors met in executive session at least five times.
- Governance practices: Policies prohibit short-sales, hedging, pledging, and margin accounts; strong ESG and risk oversight across committees; no related-party transactions between the Company and members of the Board or senior management.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Chairman) | $150,000 | Cash portion of Chairman retainer (updated effective May 9, 2024) |
| Annual Equity Retainer (Chairman) | $200,000 | Equity portion of Chairman retainer; granted in Class A shares |
| Total Annual Retainer (Chairman) | $350,000 | Chairman total; other committee chair fees not applicable to Larkin |
| Equity grant (shares) | 9,082 shares | Grant date FMV $22.02 per share (May 9, 2024) |
Director retainer structure (approved post-2024 Annual Meeting):
- Non-employee director base retainer increased from $225,000 to $250,000 (60% equity [$150,000], 40% cash [$100,000]); Chairman retainer increased from $315,000 to $350,000 (equity $200,000, cash $150,000).
Performance Compensation
- Non-employee director pay is a mix of fixed cash and equity retainers; no performance-based metrics, options, or incentive plans apply to directors.
Other Directorships & Interlocks
| Company | Board/Committee Role | Status |
|---|---|---|
| Other public company boards | None disclosed | Proxy does not list other public company directorships for Larkin |
| Compensation committee interlocks | None | Company discloses no interlocks or insider participation in 2024 |
Expertise & Qualifications
- Executive Leadership; Transformations; Financial Acumen; Risk Management; Legal/Corporate Governance; Mergers & Acquisitions (as specified for Larkin).
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 58,925 shares | <1% | Beneficial ownership as of March 20, 2025 |
| Class B Common Stock | 100 shares | <1% | Beneficial ownership as of March 20, 2025 |
| Director Stock Ownership Guideline | Minimum FMV of 4× cash retainer ($400,000) | — | All directors are compliant |
- Hedging/Pledging: Prohibited by Company policy; enhances alignment and reduces risk.
Governance Assessment
- Strengths: Independent Chairman with defined leadership duties; Board majority independent with fully independent committees despite controlled company status; strong attendance and frequent independent executive sessions; clear policies prohibiting hedging/pledging; no related-party transactions disclosed; director ownership guidelines with compliance; balanced director compensation structure aligned to market.
- Signals supportive of investor confidence: 2024 Say-on-Pay (executive) approval at 99%, indicating broad shareholder support for compensation governance; independent consultant engaged for compensation oversight.
- Considerations: Controlled company dynamics (Trust K controls >50% of voting power) may limit minority shareholders’ influence, though the Board voluntarily complies with Nasdaq independence standards.
- RED FLAGS: None disclosed specific to Larkin (no related-party transactions, no hedging/pledging, no attendance concerns). Controlled company structure is a governance consideration rather than a disclosed conflict.