Ann E. Dunwoody
About Ann E. Dunwoody
Ann E. Dunwoody, age 72, is an independent director of Kforce Inc. (KFRC) serving since 2016. A retired U.S. Army four‑star General and NACD Governance Fellow, she led the U.S. Army Materiel Command (2008–2012) overseeing 69,000 personnel across 50 states and 140 countries with a $60 billion budget, bringing deep logistics, operations, and leadership experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Materiel Command | Commanding General | 2008–2012 | Led global logistics command (69,000 personnel; $60B budget) |
| Republic Services, Inc. | Director (former) | — | Public company board experience |
| L‑3 Communications | Director (former) | — | Public company board experience |
| First 2 Four LLC | President | — | Executive leadership |
| Florida Institute of Technology | Board (former) | — | Academic governance |
| Noble Reach Foundation | Board (former) | — | Non‑profit governance |
External Roles
| Organization | Role | Current/Former | Notes |
|---|---|---|---|
| Fidelity Fixed Income Asset Allocation (FIAA) | Board of Trustees | Current | Asset management governance |
| Automattic Inc. | Director | Current | Private technology company board |
| Other Current Public Company Boards | — | None | KFRC disclosure: none |
Board Governance
- Committee assignments: Nomination Committee Chair; Corporate Governance Committee member .
- Committee scopes: Nomination oversees director recruitment, board composition/diversity, education/training; Corporate Governance fosters independent director communications, ethics, ESG oversight, and annual evaluations; the Lead Independent Director chairs Corporate Governance .
- Meeting cadence (2024): Board held 5 meetings; committees held 18 meetings (Nomination 4; Corporate Governance 4; Audit 5; Compensation 5) .
- Attendance: Each director attended 100% of Board meetings; all directors attended 100% of committee meetings except one director (75% of Nomination Committee meetings; director not identified) .
- Independence: All continuing directors are independent except Messrs. Dunkel and Liberatore; Dunwoody is independent .
- Time‑commitment policy: Non‑employee directors limited to four public‑company boards (including KFRC); Audit Committee members limited to three audit committees; all directors compliant .
- Executive sessions: Independent directors meet regularly in executive session via Corporate Governance Committee .
- Shareholder votes (signal of governance support): 2025 say‑on‑pay “FOR” 15,417,300 vs “AGAINST” 578,767; Stock Incentive Plan “FOR” 14,973,361 vs “AGAINST” 1,033,149 (broker non‑votes per table) .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Fees Earned or Paid in Cash | Aggregate board/committee retainers and service fees | $110,000 |
| Retainer structure (policy) | Board retainer: Other Directors $45,000; Board service fees: $20,000; Committee service fees: $15,000 per chair/member; Nomination Chair fee: $15,000; Lead Independent Director add’l $40,000 (not applicable to Dunwoody) | Policy schedule (amounts per role) |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | 2024‑04‑26 | 2,183 | $139,996 | Vests 2025‑04‑25 (1‑year) |
| Dividend equivalents (unvested RS/DRSUs) | 2024 | — | $9,273 (credited as additional restricted stock) | Same vesting as underlying awards |
- Director equity is time‑based restricted stock; no stock options and no performance conditions for director grants are disclosed; dividends on unvested awards accrue as additional restricted stock and vest with the underlying award .
- Plan safeguards: Minimum one‑year vesting; clawback policy adopted in 2024 (executive incentive comp); prohibition on repricing without shareholder approval; no hedging/pledging; director award value caps in 2025 SIP .
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Current Public Boards | None | — | As disclosed |
| Prior Public Boards | Republic Services, Inc.; L‑3 Communications | Director | Former roles |
| Private/Non‑profit | FIAA; Automattic Inc.; Florida Institute of Technology; Noble Reach Foundation | Trustee/Director | Current/Former |
| Compensation Committee Interlocks | None disclosed | — | KFRC disclosure confirms no interlocks among committee members in 2024 |
Expertise & Qualifications
- First woman in U.S. military history to attain four‑star rank; led global logistics operations at scale, including budgetary and risk oversight .
- NACD Governance Fellow; broad boardroom experience across public, private, and non‑profit organizations .
- Board education leadership via Nomination Committee remit (e.g., Generative AI, shareholder activism, cybersecurity, ESG) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially Owned Shares | 17,776 (less than 1%) |
| Deferred Restricted Stock Units | 6,724 |
| Unvested Restricted Stock | 2,225 |
| Ownership Guidelines | Directors: 4x annual Board fees in cash; all directors compliant as of proxy date |
| Hedging/Pledging | Prohibited; none by directors in 2024 |
Governance Assessment
- Strengths: Independent director; chairs Nomination (refreshment, diversity, education); demonstrably high overall board/committee attendance; robust equity ownership and compliance with 4x guideline; no related‑party transactions; prohibition on hedging/pledging; strong shareholder support for compensation and equity plan in 2025 .
- Potential watch items: One director (not identified) attended 75% of Nomination Committee meetings in 2024; while not attributed to Dunwoody, Nomination leadership should sustain full attendance given refreshment and education oversight .
- Compensation alignment: Director pay mix is equity‑tilted (time‑based RS) and modest cash fees, with transparent schedule; no options or performance‑risk incentives that could misalign director oversight .
- Interlocks/conflicts: None disclosed; Audit Committee oversees related‑party transactions; 2024 had none requiring disclosure .
Overall signal: Ann Dunwoody’s governance profile—independence, Nomination chair role, significant leadership background, and ownership guideline compliance—supports investor confidence; no conflicts or related‑party risks flagged in 2024 .