Catherine H. Cloudman
About Catherine H. Cloudman
Independent Class III director of Kforce Inc. since 2020; age 55; serves on the Audit Committee and Corporate Governance Committee and is designated an Audit Committee financial expert . She is a CPA and former founder/CFO of Apothecary by Design and its successor Village Fertility Pharmacy, bringing financial and strategic management expertise; she participates in a Board cybersecurity/data privacy working group alongside N. John Simmons . Cloudman is independent (all directors except Dunkel and Liberatore are independent) and attended 100% of Board meetings in 2024; committee attendance was 100% overall except one director with 75% attendance on the Nomination Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apothecary by Design | Founder and CFO | Not disclosed | Financial/strategic leadership; entrepreneurial background |
| Village Fertility Pharmacy (successor to Apothecary by Design) | CFO | Not disclosed | Financial/strategic management; board member until 2020 |
| Various | CPA; Management Consultant | Not disclosed | Audit/financial expertise applied to governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hussey Seating Company | Board member; Chair, Personnel & Compensation Committee | Since 2015 | Compensation oversight at a manufacturing business |
| Systems Engineering (employee-owned IT managed services company) | Board member | Not disclosed | Governance at technology services provider |
| Maine Community Bank (merged with Gorham Savings Bank as of Jan 1, 2025) | Board member; Chair, Directors’ Loan Committee; Member, Audit, Technology, Directors’ Loan Risk Assessment Committees | Current; prior Gorham Savings Bank board through merger | Credit risk oversight; audit/technology governance |
| Zachau Construction | Advisory Board member | Current | Commercial construction advisory |
| Waynflete School | Board member; Vice Chair; former President/Board Chair | Current | Nonprofit governance leadership |
| University of New England | Investment Committee member | Current | Oversight of investment policies |
| Village Fertility Pharmacy | Board member | Until 2020 | Private equity-backed healthcare board experience |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance Committee member; Audit Committee financial expert .
- Special cybersecurity/data privacy oversight: Member of Board working group with N. John Simmons providing quarterly updates to Audit Committee .
- Independence: All directors except Dunkel and Liberatore are independent under NYSE rules; Cloudman is independent .
- Attendance and engagement: Board held five meetings in 2024; committees held 18. Each director attended 100% of Board meetings; all directors attended 100% of committee meetings except one director who attended 75% of Nomination Committee meetings .
- Executive sessions: Independent directors meet regularly in executive session via the Corporate Governance Committee; Corporate Governance Committee chaired by the Lead Independent Director .
- Time-commitment policy: Non-employee directors limited to four public-company boards; Audit Committee members generally limited to three audit committees; all directors compliant .
Fixed Compensation
Director compensation for the year ended December 31, 2024:
| Component | Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | Included in fees: $95,000 | Structure: $45,000 annual retainer; $20,000 board service fees; $15,000 per committee membership; totals align with $95,000 for two committees |
| Committee membership fees | Included in fees: $95,000 | $15,000 per committee chair/member; Cloudman is a member (not chair) of two committees |
| Equity grant (restricted stock) | $139,996 | Granted April 26, 2024: 2,183 shares; vests April 25, 2025; grant-date closing price $64.13 |
| All other compensation (dividend equivalents) | $7,967 | Dividend equivalents credited on unvested RS/deferred RSUs |
| Total | $242,963 |
Year-over-year comparison (2023 vs. 2024):
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $94,250 | $140,019 | $8,692 | $242,961 |
| 2024 | $95,000 | $139,996 | $7,967 | $242,963 |
Performance Compensation
- Directors receive time-based restricted stock (no performance metrics). April 26, 2024 grant of 2,183 shares vests April 25, 2025; grant date fair value based on $64.13 closing price .
| Grant Date | Shares | Grant-Date Price ($) | Vesting |
|---|---|---|---|
| Apr 26, 2024 | 2,183 | 64.13 | Apr 25, 2025 (time-based) |
No director performance metrics (e.g., revenue/TSR) are disclosed for director compensation; equity awards are time-based .
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation Committee interlocks: Kforce’s Compensation Committee members (Mehl, Furlong, Rosen) had no relationships requiring disclosure; Cloudman is not a member of the Compensation Committee .
- Related-party transactions: None requiring disclosure for 2024 .
Expertise & Qualifications
- Audit Committee financial expert; CPA; CFO and entrepreneurial background in specialty pharmacy; governance across financial services, technology, manufacturing, and nonprofits .
- Cybersecurity/data privacy oversight via special working group; Audit Committee covers cybersecurity, data privacy, AI, and ESG disclosures .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned common shares | 4,230 |
| Deferred restricted stock units (no voting rights) | 4,824 |
| Unvested restricted stock (director awards outstanding) | 2,224 |
| Ownership as % of shares outstanding | <1% |
Stock ownership guidelines and compliance:
- Directors must hold at least 4x annual Board cash fees; all directors and NEOs were in compliance as of the 2025 proxy .
- Insider trading policy prohibits hedging and pledging (including margin accounts); no directors or executives held Kforce securities in margin accounts or pledged securities during 2024 .
Governance Assessment
-
Strengths:
- Audit Committee financial expertise; leadership in cybersecurity/data privacy oversight through a dedicated working group; clear independence and full Board attendance .
- Conservative director pay structure with modest cash and time-based equity grants; no problematic pay practices (no repricing; clawback policy; minimum vesting) .
- No related-party transactions; strict hedging/pledging prohibitions; ownership guidelines met .
-
Considerations:
- Chair-led board by former long-time CEO (Dunkel) balanced by a Lead Independent Director and fully independent committees; monitoring ongoing independence remains prudent for investors, though not specific to Cloudman .
- Beneficial ownership remains <1% as typical for outside directors; alignment is supported via annual RS grants and guideline compliance .
-
Red flags: None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or attendance issues for Cloudman in 2024 .