Andrew Thomas
About Andrew Thomas
Andrew G. Thomas, age 58, is Chief Experience Officer at Kforce (KFRC) since September 2023, leading marketing, digital strategy, training and development, human resources, and compensation/benefits; he joined Kforce in 1997 and previously served as Chief Marketing Officer, Chief Field Services Officer, and Executive Director for Finance & Accounting solutions . Company performance during his executive tenure reflects mixed results: FY2024 revenue declined 8.3% to $1.41B with adjusted diluted EPS down 23.2% amid a subdued demand environment , while three‑year TSR measured over 2022–2024 was −19% (peer‑group rank 9) vs. +70% and rank 5 over 2021–2023 . The NEO team advanced transformational priorities—Workday HCM/Finance implementation, integrated consulting solutions, and establishing an India development center—supporting long‑term margin targets and growth positioning .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kforce Inc. | Chief Experience Officer | Sep 2023–present | Leads firmwide marketing, digital strategy, L&D, HR, and comp/benefits . |
| Kforce Inc. | Chief Marketing Officer | Jul 2018–Sep 2023 | Brand and demand strategy; part of NEO team progress on integrated solutions and Workday selection . |
| Kforce Inc. | Chief Field Services Officer | Dec 2013–Jul 2018 | Oversaw field services execution . |
| Kforce Inc. | Executive Director, Finance & Accounting Offering | Prior to 2013 (not dated) | Led strategy development and operations for F&A product; long‑tenured executive since 1997 . |
External Roles
No external public company board roles or outside directorships disclosed for Mr. Thomas in Kforce’s filings .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $425,000 |
| Target Annual Incentive (% of Salary) | 90% | 90% | 90% (no change to target %s) |
| Annual Incentive Paid ($) | $144,000 (MBO only) | $129,600 (MBO only) | N/A (not disclosed) |
| All Other Compensation ($) | $44,810 (dividend equivalents on unvested RS) | $43,219 (dividend equivalents on unvested RS) | N/A |
Performance Compensation
Annual Incentive Structure and Outcomes
| Component | Weight | 2023 Target | 2023 Actual | 2023 Payout | 2024 Target | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|
| Revenue | 40% | $1,743M; +2% YoY → 100% | $1,532M; below threshold | 0% | $1,602M; +4% YoY → 100% | $1,410M; below threshold | 0% |
| Adjusted Diluted EPS | 40% | $4.46; +5% → 100% | $3.49; below threshold | 0% | $3.22; −8% → 100% | $2.68; below threshold | 0% |
| MBO (Objectives) | 20% | Objectives aligned to back‑office transformation, integrated solutions, ESG | Significant progress achieved | 200% | Objectives aligned to Workday, solutions integration, India center, peer‑relative revenue | Significant progress achieved | 180% |
| Total Payout (% of Target) | — | — | — | Below target; MBO settled in equity | — | — | ~36% of target (MBO only) |
Equity Long‑Term Incentive (LTI) – Relative TSR
| Measure | 2023 Grant (for 2021–2023 TSR) | 2024 Grant (for 2022–2024 TSR) |
|---|---|---|
| TSR vs. Peer Group | +70%; rank 5 | −19%; rank 9 |
| Award Form | Restricted stock; 4‑year time‑based vest | Restricted stock; 4‑year time‑based vest |
| Thomas Grant (# shares; $ value) | 7,697; $520,009 | 11,287; $639,973 |
| Vesting | 25% on Dec 27, 2024–2027 | 25% on Dec 27, 2025–2028 |
2024 Financial Targets Table (for context)
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Revenue ($M) | $1,544; 0% YoY → 25% payout | $1,602; +4% YoY → 100% payout | $1,661; +8% YoY → 200% payout |
| Adjusted Diluted EPS ($) | $2.90; −17% → 25% payout | $3.22; −8% → 100% payout | $3.54; +1% → 200% payout |
Equity Ownership & Alignment
- Beneficial ownership and guideline compliance:
- Beneficially owned shares: 98,739 as of Feb 16, 2024; less than 1% of shares outstanding . 67,150 as of Feb 21, 2025; less than 1% of shares outstanding .
- Stock ownership guidelines: 2025 policy requires NEOs to meet minimum holdings (Other NEOs: 2× salary); all directors and NEOs were in compliance at the proxy date . 2024 policy detailed tiered multiples/shares with full compliance reported .
- Hedging/pledging: Prohibited; no executive officers or directors held Kforce stock in margin accounts or pledged collateral in FY2024 .
- Unvested restricted stock (as of Dec 31, 2024):
- 2024 LTI: 11,287 unvested; vests 25% annually 2025–2028 .
- 2023 LTI and dividend equivalents: 7,552 unvested; vests 25% annually 2024–2027 .
- 2022 LTI and dividend equivalents: 5,166 unvested; vests 25% annually 2023–2026 .
- 2021 LTI and dividend equivalents: 4,929 unvested; vests 25% annually 2022–2025 (plus Special Leadership award with 25% in 2026 & 2027 and remaining 50% in 2028) .
- Vested in 2024: 11,220 shares vested; $636,286 value realized (market value at vest) .
Deferred Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Earnings ($) | $221,150 | $245,092 |
| Aggregate Balance at FYE ($) | $842,688 | $1,087,780 |
| Contributions/Withdrawals | None disclosed | None disclosed |
Employment Terms
- Agreement: Amended and Restated Employment Agreement dated Jan 1, 2013 (publicly filed) .
- Severance and CIC economics:
- Termination without cause / good reason: Severance equals salary plus average cash bonus over two years, plus lesser of average value of stock/LTI over two years or $200,000 .
- Following a Change in Control (double trigger): 2.0× (salary + average cash bonus over two years + average value of stock/LTI over two years); continuation of healthcare for two years; immediate vesting of unvested restricted stock upon CIC .
- No severance on CIC absent termination; immediate vesting still applies .
- Death: One year continuation of salary and benefits; immediate vesting of unvested restricted stock .
- Disability: Salary and benefits continued until earlier of death, age 65, or two years; immediate vesting of unvested restricted stock .
- Clawback: Amended and Restated Clawback Policy adopted in 2024 per NYSE rules; applies to incentive compensation for current/former executive officers . Insider trading policy prohibits hedging/pledging; 10b5‑1 cooling‑off and plan requirements detailed in FY2024 10‑K exhibits .
Potential Payments (Scenario Modeling)
| Scenario (as of FYE) | 2023 | 2024 |
|---|---|---|
| Termination without cause / good reason – Severance ($) | $931,560 | $664,666 |
| Following CIC – Severance ($) | $2,667,219 | $2,233,284 |
| CIC – Accelerated Equity ($) | $1,903,706 | $1,640,558 |
| Death – Salary continuation ($) | $389,173 | $388,985 |
| Death – Health benefits ($) | $4,029 | $4,356 |
| Death – Accelerated Equity ($) | $1,903,706 | $1,640,558 |
| Disability – Salary continuation ($) | $759,047 | $758,351 |
| Disability – Health benefits ($) | $7,975 | $8,617 |
| Disability – Accelerated Equity ($) | $1,903,706 | $1,640,558 |
Investment Implications
- Pay for performance and leverage to TSR: Thomas’s annual bonus is predominantly tied to firm‑level Revenue and EPS (80% weight) with strict “no pay for declines” thresholds; 2023–2024 payouts were MBO‑only (200% and 180% respectively), while LTI was 100% performance‑based on 3‑year relative TSR, aligning his equity upside to market share and capital return execution .
- Vesting calendar and potential selling pressure: Significant time‑based RS vesting through 2028 (2024 grant 11,287 shares; 2023 grant 7,697; prior awards outstanding), implying a multi‑year supply of vested shares but with insider‑trading blackouts, 10b5‑1 controls, and no hedging/pledging permitted, mitigating risk of opportunistic sales .
- Retention and change‑of‑control sensitivity: Double‑trigger CIC with 2.0× cash + equity averages and immediate vesting creates retention value but also potential payout leverage in strategic events; disability/death continuations and severance parameters appear market‑standard, with no excise tax gross‑up for Thomas (only CEO retains a legacy provision) .
- Execution track record and risk: Under Thomas’s CXO remit, the NEO team advanced Workday and integrated solutions and launched an India development center; near‑term financials weakened in 2024 but peer‑relative technology revenue performance was “best‑in‑class” and TSR rankings indicate prior strong value creation followed by recent underperformance—suggesting asymmetric upside if growth/operating margin targets are met during platform transformation .
- Governance and shareholder alignment: Ownership guidelines compliance, robust clawback, prohibition of hedging/pledging, and historically strong say‑on‑pay support suggest alignment and lower governance risk; related‑party transactions were nil .