David L. Dunkel

About David L. Dunkel

David L. Dunkel, age 71, is Kforce’s non‑executive Chairman of the Board; he has served as a director since 1994 and was CEO from incorporation in 1994 until retiring from the CEO role in 2021. Following retirement, he was employed on a limited, part‑time, non‑executive basis while serving as Chairman; this part‑time employment ended in 2023. Prior to Kforce, he was President and CEO of Romac‑FMA (a Kforce predecessor) for 14 years, bringing deep domain expertise in staffing and solutions. He currently holds no other public company directorships.

Past Roles

External Roles

Board Governance

• Role: Non‑executive Chairman; the Board’s leadership structure includes a Lead Independent Director (Elaine D. Rosen) and fully independent Audit, Compensation, Nomination, and Corporate Governance Committees. Mr. Dunkel and CEO Joseph J. Liberatore are not independent; all other directors are independent.
• Committee assignments: Mr. Dunkel is not listed as a member of the Audit, Compensation, Nomination, or Corporate Governance Committees; those are composed of independent directors.
• Attendance: In 2024 the Board held 5 meetings; each director attended 100% of Board meetings. Committee meetings totaled 18; all directors attended 100% of committee meetings on which they served except one director who attended 75% of Nomination Committee meetings.
• Executive sessions: Independent directors meet regularly in executive session via the Corporate Governance Committee; the Lead Independent Director chairs these sessions.
• Time commitments: Corporate Governance Guidelines limit non‑employee directors to four public boards and Audit Committee members to three audit committees; all directors currently comply.
• Risk oversight: Audit Committee oversees ERM, cybersecurity, data privacy, AI and ESG disclosures; special cybersecurity working group (Cloudman, Simmons) reports quarterly; Board receives risk summaries quarterly.

Fixed Compensation

• 2024 Director Compensation (actual): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $248,250 | | Stock Awards (grant‑date fair value) | $139,996 | | All Other Compensation (dividend equivalents) | $32,417 | | Total | $420,663 |

• 2024 Fee Schedule (Board‑approved baseline for all directors): | Fee Type | Amount (USD) | |---|---| | Board retainer – Chairman | $145,000 | | Board retainer – Other Directors | $45,000 | | Board service fees – Chairman | $67,000 | | Board service fees – Other Directors | $20,000 | | Committee service fees (each Chair and Member) | $15,000 | | Committee Chair retainers (Audit/Comp/Nomination) | $15,000 each | | Lead Independent Director | $40,000 |

• Transition note: Mr. Dunkel also received pro‑rated fees of $53,000 for Q1 2024 and $16,750 for each remaining quarter in 2024 as part of his transition to solely Chairman.

Performance Compensation

• Annual director equity grant (time‑based, not performance‑based): | Grant Date | Shares Granted | Vest Date | Grant‑Date Price | Grant‑Date Fair Value | |---|---:|---|---|---:| | Apr 26, 2024 | 2,183 RS shares | Apr 25, 2025 | $64.13 | $139,996 |

• Unvested and Deferred as of Dec 31, 2024: | Equity Type | Shares | |---|---:| | Unvested Restricted Stock (incl. dividend equivalents) | 2,224 | | Deferred Restricted Stock Units | 4,052 |

Vesting terms for director grants are one‑year time‑based; all directors received identical 2024 grants that vest in 2025.

Other Directorships & Interlocks

• Other public boards: None.
• Compensation committee interlocks: None; no related party relationships among compensation committee members in 2024 and no interlocking directorates reported.

Expertise & Qualifications

• Deep and unique understanding of Kforce’s business and operations from decades as CEO and Chairman; extensive knowledge of the staffing industry.
• Board leadership experience; provides continuity during CEO succession and strategic oversight.

Equity Ownership

Governance Assessment

• Strengths supporting investor confidence:

  • Strong attendance; full engagement at Board level in 2024.
  • Robust independent oversight: Lead Independent Director structure, fully independent key committees, regular executive sessions, and active ERM/cybersecurity oversight including a specialized working group.
  • Ownership alignment: material personal stake (2.7%) and compliance with rigorous stock ownership guidelines; hedging/pledging prohibited.
  • Related‑party hygiene: no related party transactions requiring disclosure in 2024.

• Potential concerns and red flags to monitor:

  • Non‑independent Board Chair: Mr. Dunkel is not independent under NYSE rules; while mitigated by the Lead Independent Director and independent committee chairs, this structure concentrates agenda‑setting influence.
  • Change‑in‑control carve‑out: The 2025 Stock Incentive Plan’s CIC definition excludes acquisitions by David L. Dunkel or his family members, which could limit CIC triggers in scenarios involving his or family holdings; investors should assess entrenchment risk implications.
  • Long tenure: Director since 1994; sustained board presence can be valuable for continuity but warrants ongoing refreshment vigilance (Board notes recent refreshment efforts and lower average tenure overall).

• Director pay structure observations:

  • Cash and equity mix follows market norms for directors; standardized annual restricted stock grants vest after one year, supporting alignment without performance metrics at the director level.

• Shareholder feedback context:

  • Company reports substantial support for say‑on‑pay over recent years and active outreach to top holders, including Board participation by Chairman and Lead Independent Director.

Overall, Mr. Dunkel’s significant shareholding, attendance and long industry track record support alignment and continuity; governance mitigants (Lead Independent Director, independent committees) are in place, but the non‑independent chair and CIC carve‑out merit continued investor scrutiny for potential influence and entrenchment dynamics.