Vanessa Williams
KELLY SERVICESAbout Vanessa Williams
Vanessa P. Williams, age 53, is Senior Vice President, General Counsel and Corporate Secretary at Kelly Services (KELYA). She joined Kelly in September 2020 as General Counsel and was appointed Corporate Secretary in October 2023; she oversees legal, procurement, insurance risks, enterprise risk management, physical security and safety, investor relations, and employment compliance . Company performance during 2024 featured revenue of $4.3B (-10.4% YoY), adjusted EBITDA of $143.5M, and adjusted EBITDA margin of 3.3% (+100 bps), supporting the specialty growth strategy and margin expansion focus . Pay-versus-performance data shows 2024 cumulative TSR values since 2019 of $65.24 for Class A and $67.64 for Class B vs S&P 1500 HR peer group $143.93; net earnings were -$0.6M and adjusted EBITDA $143.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IHS Markit / IHS, Inc. / R.L. Polk & Co. | Senior Vice President, Legal, Risk & Compliance; Divisional Counsel – Transportation; Chief Legal Counsel & Global Privacy Officer; Deputy General Counsel & Chief Compliance Officer; Associate/Deputy General Counsel | 2006–2020 | Led legal, risk/compliance and privacy across global information services; supported divisional growth and regulatory/data governance critical to scalable analytics businesses . |
| Kelly Services | Senior Vice President, General Counsel; Corporate Secretary | 2020–present | Expanded remit to ERM, insurance, physical security/safety, investor relations, aligning governance and risk practices with strategic transformation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Bank & Horizon Bancorp, Inc. | Independent Director; Compensation Committee Chair | Current | Governance leadership on executive pay, talent strategy, and compensation risk oversight . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $413,115 | $473,827 | $493,269 |
| Stock Awards (Grant-date fair value) | $405,706 | $400,835 | $579,220 |
| Non-Equity Incentive (STIP) | $225,600 | $325,000 | $250,000 |
| All Other Compensation | $20,666 | $26,122 | $25,641 |
| Total | $1,065,088 | $1,225,784 | $1,348,130 |
| Annual Incentive Design (2024) | Detail |
|---|---|
| STIP Target % of Salary | Increased from 65% (2023) to 75% (2024) for Williams . |
| Corporate Funding Metric | 100% based on Corporate EBITDA $, with threshold 50%/target 100%/max 200% . |
| 2024 Corporate EBITDA Goals | Threshold $128.0M; Target $160.0M; Max $200.0M; Actual $133.7M; Funding 58.9% . |
| Williams 2024 Payout Mechanics | Base salary earnings $493,269; STIP target $369,952; final payout 67.6% of target; payout $250,000 . |
Performance Compensation
| 2024 LTI Grant (Feb 13, 2024 unless noted) | Shares / Value | Vesting | Notes |
|---|---|---|---|
| Performance Shares (2024–2026) @ Target | 17,120 shares (8,560 rev growth; 8,560 EBITDA margin) | 100% cliff at 3rd anniversary (Feb 2027); each of 2024/2025/2026 assessed annually; 50% threshold/100% target/200% max with straight-line interpolation . | Financial measures: revenue growth and EBITDA margin, equally weighted; adjusted for unbudgeted special items per plan . |
| Restricted Stock (Feb 13, 2024) | 11,413 shares; $237,505 grant-date FV ($20.81/share) | Ratable vest 33.3% annually over 3 years (2025–2027) . | Dividends allowed subject to vesting per plan; forfeiture rules apply . |
| Earned PSUs (Approved Feb 11, 2025) | Year | Metric | Target Shares | Earned Shares | Payout % |
|---|---|---|---|---|---|
| 2022–2024 (Year 3) | 2024 | Revenue Growth | 2,377 | 1,807 | 76.03% |
| 2022–2024 (Year 3) | 2024 | EBITDA Margin | 2,377 | 1,795 | 75.53% |
| 2023–2025 (Year 2) | 2024 | Revenue Growth | 2,582 | 1,963 | 76.03% |
| 2023–2025 (Year 2) | 2024 | EBITDA Margin | 2,582 | 1,950 | 75.53% |
| 2024–2026 (Year 1) | 2024 | Revenue Growth | 2,853 | 2,169 | 76.03% |
| 2024–2026 (Year 1) | 2024 | EBITDA Margin | 2,853 | 2,155 | 75.53% |
| STIP & LTI Performance Metrics (2024) | Weighting / Outcome |
|---|---|
| STIP Corporate EBITDA $ (Enterprise participants) | 100% weighting; funded at 58.9% based on $133.7M actual vs $160.0M target . |
| LTI Financial Measures | Revenue growth (50%); EBITDA margin (50%); aggregate payout for 2024 measurement year 75.78% . |
Equity Ownership & Alignment
| Ownership (as of Mar 20, 2025) | Amount | Notes |
|---|---|---|
| Class A Common Shares Beneficially Owned | 81,229; <1% of class . | Reported in beneficial ownership table; Class B 100 shares . |
| Unvested Restricted Stock (12/29/2024) | 15,737 shares; $207,414 MV (@$13.18) . | Includes prior-year awards; standard vest schedules noted . |
| Unearned Performance Shares at Target (12/29/2024) | 11,414 shares; $150,437 MV (@$13.18) . | Represents unearned portions for future assessment years . |
| Stock Options | None outstanding; company has not granted stock options since 2004 . | Eliminated option columns in executive tables . |
| Ownership Guidelines | Other Senior Officers: 1x–1.5x base salary; hold 50% of after-tax vested shares until compliant; all NEOs met requirements as of Feb 11, 2025 . | Alignment reinforced by holding requirements . |
| Hedging/Pledging | Prohibited (short sales, options, swaps, collars; no margin accounts or pledging); insider trading policy requires pre-clearance . | Reduces misalignment/forced selling risk . |
Employment Terms
| Provision | Williams’ Tier | Terms |
|---|---|---|
| Senior Executive Severance Plan – Non-CIC Qualifying Termination | Tier 2 | 18 months salary continuation; prorated annual incentive based on actual results; up to 18 months benefits continuation (COBRA, employee rate); up to $10,000 outplacement; non-compete and non-solicit for 12 months; confidentiality and non-disparagement; clawback applies . |
| Senior Executive Severance Plan – CIC Qualifying Termination (Double-trigger) | Tier 2 | Lump sum of 1.5x (base + target annual incentive); prorated annual incentive (target if CIC-year, actual if within two years post-CIC); 18 months benefits continuation; $10,000 outplacement; equity acceleration: PSUs vest at target; RSUs vest immediately if not assumed/substituted; clawback applies . |
| Employment Agreements | None (U.S. NEOs generally do not have employment agreements) . | Participation via Severance Plan governs economics . |
| Potential Payments (Dec 29, 2024 assumption) | Amount |
|---|---|
| Involuntary Termination Not For Cause – Cash Severance | $750,000 |
| Involuntary Termination Not For Cause – Prorated Annual Incentive | $250,000 |
| Involuntary Termination Not For Cause – Performance Shares (Pro Rata) | $209,430 |
| Involuntary Termination Not For Cause – Benefits Continuation | $17,117 |
| Involuntary Termination Not For Cause – Outplacement | $10,000 |
| CIC Qualifying Termination – Cash Severance | $1,312,500 |
| CIC Qualifying Termination – Prorated Annual Incentive | $375,000 |
| CIC Qualifying Termination – Performance Shares (Target) | $484,971 |
| CIC Qualifying Termination – Restricted Shares (Immediate if not assumed) | $311,799 |
| CIC Qualifying Termination – Benefits Continuation | $17,117 |
| CIC Qualifying Termination – Outplacement | $10,000 |
| Death/Disability – Performance Shares (Pro Rata) | $266,421 |
| Death/Disability – Restricted Shares (Pro Rata) | $126,224 |
Additional Governance & Compensation Context
- Clawback policy applies to STIP and EIP awards for senior officers; updated to comply with SEC/Nasdaq rules .
- Say-on-pay support was 99% in 2024; committee maintained program design, emphasizing pay-for-performance and risk mitigation .
- Compensation peer group used for benchmarking includes Korn Ferry, ManpowerGroup, Randstad, Robert Half, Insperity, ASGN, Kforce, AMN, TrueBlue, Heidrick & Struggles, Adecco, Barrett Business Services .
- No hedging or pledging permitted; robust insider-trading controls and pre-clearance are enforced .
- Directors and senior officers have stock ownership/retention requirements to strengthen alignment .
Performance Compensation – Detailed Mechanics
| STIP Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | Funding |
|---|---|---|---|---|---|---|
| Corporate EBITDA $ (Enterprise) | 100% | $128.0M | $160.0M | $200.0M | $133.7M | 58.9% |
| LTI Metric (2024 Year Assessments) | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue Growth | 50% | $4,267.4M | $4,062.8M | 76.03% |
| EBITDA Margin | 50% | 3.75% | 3.29% | 75.53% |
| Aggregate (Weighted) | 100% | — | — | 75.78% |
| Upcoming Vesting Cadence (Williams) | Shares | Dates |
|---|---|---|
| RSU grant Feb 13, 2024 | 11,413 | 33.3% vest on Feb 13, 2025/2026/2027 . |
| PSUs (2023–2025) | Earned shares vest 100% on third anniversary (Feb 2026) . | Year 2 earned: 3,913 shares . |
| PSUs (2024–2026) | Earned shares vest 100% on third anniversary (Feb 2027) . | Year 1 earned: 4,324 shares . |
Risk Indicators & Red Flags (observed policies and disclosures)
- Hedging/pledging and margin accounts are prohibited by policy, reducing alignment risk concerns .
- Double-trigger CIC equity acceleration and severance with best-net 280G cutback; no tax gross-ups for excise taxes (shareholder-friendly) .
- Clawback coverage widened; strong governance and compensation committee oversight with independent consultant (Pay Governance LLC) .
- Insider trading policy requires pre-clearance, mitigating opportunistic trading risk .
Investment Implications
- Alignment: Stock ownership compliance and 50% hold requirement on vested shares support alignment; hedging/pledging bans and clawbacks further reduce misalignment risk .
- Vest-driven supply: Near-term RSU vests in Feb 2026 and Feb 2027 plus PSU cliffs could create incremental sell-side supply for tax/liquidity, but pre-clearance and ownership guidelines temper forced selling; monitor window dates around Feb 13 annually .
- Pay-for-performance: STIP funded 58.9% and LTI earned ~75.78% for 2024, tied to EBITDA and margin expansion; continued focus on profitable growth should sustain performance linkage to equity outcomes .
- Retention/CIC protection: Tier 2 severance economics (1.5x base+bonus under CIC) and equity acceleration at target under double-trigger lower exit risk, suggesting stable leadership continuity through transformation and integration cycles .