David Kelly
About David M. Kelly
Kforce’s Chief Operating Officer since September 2023, David M. Kelly (age 59) has been with the firm since 2000 and also serves as Corporate Secretary (since February 2013). He previously served as CFO (2013–September 2023) after earlier finance leadership roles. Over the latest LTI measurement period (2022–2024), Kforce’s relative TSR ranked 9th vs its 2024 peer group with a three‑year TSR of −19%; 2024 revenue of $1.41B and adjusted diluted EPS of $2.68 were below threshold, resulting in no financial metric bonus payout for executives in 2024. For 2025, Kelly’s base salary increased to $650,000 and his target LTI was set at $1.5M, with the LTI program continuing to be based on relative TSR.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kforce Inc. | Chief Operating Officer | Sep 2023–present | Progression from CFO to COO, continuity of leadership and operations focus |
| Kforce Inc. | Corporate Secretary | Feb 2013–present | Corporate governance/secretarial responsibilities alongside executive roles |
| Kforce Inc. | Chief Financial Officer | Jan 2013–Sep 2023 | Led finance during a decade of operations and capital allocation |
| Kforce Inc. | SVP Finance & Accounting | Feb 2009–Dec 2012 | Senior finance leadership |
| Kforce Inc. | VP Finance | Jan 2005–Feb 2009 | Finance leadership |
| Kforce Inc. | Chief Accounting Officer | Nov 2000–Jan 2005 | Accounting leadership |
| Kforce Inc. | Group Financial Officer | Jan 2000–Nov 2000 | Business unit finance leadership |
External Roles
The executive biography for Mr. Kelly in the 2025 proxy does not list external public company directorships or external roles.
Fixed Compensation
Summary Compensation (SCT) – David M. Kelly
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 540,000 | 540,000 | 540,000 |
| Stock Awards ($) | 899,980 | 1,130,009 | 1,206,009 |
| Non‑Equity Incentive Plan Compensation ($) | 851,472 | 194,400 | 194,400 |
| All Other Compensation ($) | 93,497 | 85,339 | 82,828 |
| Total ($) | 2,384,949 | 1,949,748 | 2,023,237 |
Notes: 2024 “All Other Compensation” includes dividend equivalents $79,778 and 401(k) match $3,050.
Base Salary Progression
| Year | Base Salary ($) |
|---|---|
| 2023 | 540,000 |
| 2024 | 540,000 |
| 2025 | 650,000 |
2024 Target Annual Incentive Design (Pay‑for‑Performance)
| Item | Value |
|---|---|
| Target Incentive (% of Salary) | 100% |
| Target Incentive ($) | 540,000 |
| Weighting | Revenue 40% / Adjusted Diluted EPS 40% / MBO 20% |
| Target Component $ | Revenue $216,000 / EPS $216,000 / MBO $108,000 |
Performance Compensation
2024 Annual Incentive Outcomes
| Metric | Weight | Target ($) | Actual Attainment | Payout ($) |
|---|---|---|---|---|
| Revenue | 40% | 216,000 | Below threshold (no payout) | 0 |
| Adjusted Diluted EPS | 40% | 216,000 | Below threshold (no payout) | 0 |
| MBO | 20% | 108,000 | 180% of target | 194,400 |
| Total | 100% | 540,000 | Only MBO paid | 194,400 |
Context: 2024 firm results were $1.41B revenue and $2.68 adjusted diluted EPS, both below threshold levels set for plan payout on financial metrics.
Equity Long‑Term Incentive (LTI) – 2024 Award Determination and Grant
| LTI Metric & Period | TSR Result | Peer Rank | Grant Date | Shares Granted | Grant Date Close | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Relative TSR (2022–2024) | −19% | 9 | 12/31/2024 | 21,270 | $56.70 | $1,206,009 |
Vesting: 25% annually on December 27, 2025, 2026, 2027, 2028. Dividends accrue as additional restricted shares with same vesting as underlying award. Kforce generally does not grant stock options; none were outstanding in 2024.
2025 Plan Updates: Committee increased Kelly’s target LTI to $1.5M and narrowed the relative TSR peer set to six more directly comparable peers.
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Feb 21, 2025)
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 42,094 |
| Percent of Class | <1% |
| Unvested Restricted Stock – 12/31/2024 Grants | 21,270 |
| Unvested Restricted Stock – 12/31/2023 Grants (+div equivalents) | 15,064 |
| Unvested Restricted Stock – 12/31/2022 Grants (+div equivalents) | 8,608 |
| Unvested Restricted Stock – 12/31/2021 Grants (+div equivalents) | 7,228 |
| Options Outstanding | None |
Ownership Policy and Risk Controls:
- Stock ownership guideline for COO: 3x salary; all NEOs (including Kelly) are in compliance as of the proxy date.
- Hedging and pledging (including margin accounts) are prohibited absent advance approvals; no executives or directors held pledged shares in 2024.
Vesting/Supply Considerations:
- Scheduled time‑based vesting dates are December 27 of each year for the 2021–2024 grant cohorts, creating recurring liquidity windows (subject to 10b5‑1 plans and blackout policies). Kelly had 22,389 shares vest in 2024, realizing $1,269,680 in value.
Employment Terms
Severance and Change‑in‑Control Formulas (Contractual Mechanics)
| Scenario | Formula Summary |
|---|---|
| Termination Without Cause / Good Reason (non‑CIC) | Severance equals salary at termination date + average cash bonuses over 2 years + lesser of average LTI value over 2 years or $200,000 (for Kelly). Non‑solicit restrictions typically 2 years. |
| Following CIC + Termination (Double‑Trigger) | 2.0x (salary + average cash bonuses over 2 years + average LTI value over 2 years) for Kelly; continuation of health benefits for 2 years. |
| CIC – No Termination | All unvested restricted stock immediately vests; no cash severance. |
| Death/Disability | Immediate vesting of unvested restricted stock; continuation of salary/benefits for 1 year for Kelly. |
| Clawback | Expanded clawback covering incentive‑based compensation in event of restatement. |
| Excise Tax Gross‑Up | Not applicable to Kelly (only CEO has legacy gross‑up). |
Potential Payments (If Event Occurred 12/31/2024)
| Scenario (12/31/2024) | Severance Payment ($) | Equity Acceleration ($) | Health Benefits ($) | Continuation of Base Salary ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause / Good Reason | 836,999 | — | — | — | 836,999 |
| Following CIC + Termination | 3,804,385 | 2,958,039 | 18,085 | — | 6,780,509 |
| CIC – No Termination | — | 2,958,039 | — | — | 2,958,039 |
| Death | — | 2,958,039 | 9,143 | 525,130 | 3,492,312 |
| Disability | — | 2,958,039 | 18,085 | 1,023,773 | 3,999,897 |
Note: Equity value computed at $56.70 closing price on 12/31/2024 per proxy methodology.
Performance & Plan Design Context
Performance Benchmarks and 2024 Results
| Item | Detail |
|---|---|
| Annual Incentive Weights | Revenue 40% / Adjusted Diluted EPS 40% / MBO 20% |
| 2024 Targets (Firm Level) | Revenue $1,602M (4% YoY), EPS $3.22 (−8% YoY) at target; Threshold requires ≥0% revenue growth; Max at 8%/200% payout. |
| 2024 Actuals | Revenue $1.41B; Adjusted Diluted EPS $2.68; both below threshold (no payout on financial metrics). |
| 2022–2024 LTI Performance | Relative TSR rank: 9; 3‑year TSR: −19%; resulted in 2024 restricted stock LTI grants with four‑year time‑based vesting. |
2025 Compensation Updates:
- Base Salary increases (Kelly to $650,000), revised weighting of Financial vs MBO incentives, and smaller, more directly comparable TSR peer set; Kelly’s target LTI increased to $1.5M.
Compensation Structure Diagnostics (Signals)
- Cash vs equity mix: For 2024, Kelly’s total comp leaned heavily to performance pay via stock awards and incentive, consistent with KFRC design emphasizing variable comp (NEOs 73%–78% performance‑based at target).
- Shift from options to RS: Kforce generally does not grant options; equity is full‑value RS with time‑based vesting, which lowers risk and can dampen upside convexity vs options.
- Clawback and risk controls: Robust clawback, ownership guidelines (COO: 3x salary), and hedging/pledging prohibitions reduce misalignment risk.
- Peer benchmark discipline: 2025 plan moves to a smaller, more directly comparable TSR peer group, which can sharpen pay‑for‑performance alignment.
Investment Implications
- Alignment and retention: Kelly is a 25‑year+ insider with significant unvested equity spread across 2021–2024 grants vesting annually through 2028, supporting retention and alignment; no hedging/pledging and ownership guideline compliance further align incentives. The scheduled December 27 vesting cadence represents predictable potential liquidity windows to monitor on Form 4s.
- Pay‑for‑performance discipline: Zero payout on financial metrics in 2024 despite MBO over‑achievement underscores plan rigor; 2025 changes (higher salary/LTI, refined peer set) keep competitiveness while maintaining TSR‑based LTI.
- Change‑in‑control economics: Kelly’s CIC double‑trigger cash multiple is 2.0x with immediate equity vesting on CIC; no excise tax gross‑up exposure for Kelly. Equity acceleration magnitude suggests meaningful upside under strategic alternatives.
- Operating execution lens: Kelly’s progression from CFO to COO, combined with tight compensation linkages to market‑relative TSR and firm‑level revenue/EPS, makes operating improvements and share performance the key levers for his realized pay—an investor‑friendly construct.