Derrick D. Brooks
About Derrick D. Brooks
Derrick D. Brooks (age 51) is an independent Class II director of Kforce Inc. (KFRC), serving since 2021 with a current term expiring in 2026. He is a member of the Nomination Committee and the Corporate Governance Committee; he is not a committee chair. The Board deems all directors independent under NYSE rules except the Chairman (David L. Dunkel) and CEO (Joseph J. Liberatore), affirming Brooks’ independent status. In 2024, the Board held five meetings; directors as a group attended 100% of Board meetings, and all committee meetings saw 100% attendance except one director who attended 75% of Nomination Committee meetings (the proxy does not identify which director).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tampa Bay Sports & Football Entertainment LLC | President | Prior to 2019 (dates not specified) | Led sports enterprise operations |
| Tampa Bay Storm (Arena Football) | Owner | 2011–2019 | Team ownership/leadership |
| Brooks 55 Labor Enterprises, L.L.C. (staffing firm) | Managing Member | 2006–2012 | Staffing operations; relevant industry familiarity |
| ESPN | NFL Analyst | 2009–2011 | Media/communications experience |
| Tampa Bay Buccaneers (NFL) | Player | 1995–2009 | Leadership/brand contributions; Super Bowl champion; 9x All-Pro |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vinik Sports Group | Executive Vice President, Corporate & Community Development | Since 2019 | Current executive role |
| National Football League | On-field appeals officer | Ongoing | Current adjudicatory role |
| Derrick Brooks Charities, Inc. | President & Founder | Since 2003 | Community leadership |
| Brooks DeBartolo Charities, Inc. | Board member | Since 2006 | Community leadership |
| Florida State Fair Authority | Board member | 2017–2022 | Public service |
| Florida State University | Board of Trustees member | 2003–2011 | Governance experience |
| Other civic/educational boards (FL Dept. of Education Foundation; St. Leo’s University; FL Governor’s Council on Physical Fitness) | Board/member | Various (2004–2010; 2007–2010; 2007–2010) | Broader civic governance |
Board Governance
- Committee assignments and roles:
- Corporate Governance Committee member; chaired by Lead Independent Director Elaine D. Rosen. All independent directors serve on this committee; 4 meetings in 2024.
- Nomination Committee member; chaired by Ann E. Dunwoody; 4 meetings in 2024.
- Independence and leadership: All directors independent except Dunkel and Liberatore; independent chairs on all standing committees (Audit, Compensation, Nomination, Corporate Governance).
- Attendance and engagement: Five Board meetings in 2024; directors attended 100% of Board meetings; all committee meetings had 100% attendance except one director (unnamed) who attended 75% of Nomination Committee meetings. Two directors attended the April 24, 2024 annual meeting (attendance is invited but not required).
- Risk and ESG oversight: Audit oversees ERM, cybersecurity, data privacy, AI and ESG disclosures; Nomination oversees Board refreshment/diversity; Corporate Governance oversees ethics and governance (including ESG). A cybersecurity working group includes two directors and reports quarterly.
- Related party/Interlocks: No related party transactions requiring disclosure in 2024; Compensation Committee members (Mehl, Furlong, Rosen) had no interlocks; Brooks is not on the Compensation Committee.
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 94,250 | 140,019 | 5,346 | 239,615 |
| 2024 | 95,000 | 139,996 | 9,211 | 244,207 |
- Director pay structure (2024): Board retainer $45,000; Board service fees $20,000; committee service fees $15,000 per committee (chair or member); chair retainers $15,000 for Audit/Comp/Nomination; Lead Independent Director $40,000. Brooks’ two committee memberships align with the $95,000 cash fees reported.
- Annual equity grant: On April 26, 2024, all directors received 2,183 restricted shares (grant-date price $64.13), vesting on April 25, 2025; no options outstanding for directors are disclosed.
Performance Compensation
- Not applicable to non-employee directors. Director equity grants are time-based restricted stock (e.g., 2,183 shares granted April 26, 2024, vesting April 25, 2025), with dividend equivalents credited in additional restricted shares. No performance metrics are tied to director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None for committee members (Brooks is not on Comp Committee) |
Expertise & Qualifications
- Sector/role experience: Sports and entertainment management; founder-operator experience in staffing via Brooks 55 Labor Enterprises; extensive community and non-profit governance.
- Board qualifications: Provides governance perspective, community relations, brand/marketing leadership, and staffing industry familiarity; not designated as an audit committee financial expert.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned common shares | 2,265 shares (as of record date) |
| Deferred restricted stock units | 6,723 units (non-voting; settle >60 days after record date) |
| Ownership guidelines (Directors) | 4x annual Board fees; all directors compliant as of proxy date |
| Hedging/pledging policy | Hedging and pledging prohibited; no directors held KFRC securities in margin accounts or pledged during 2024 |
Governance Assessment
- Strengths and positive signals
- Independent director with no other public company boards; low overboarding risk.
- Active on governance-focused committees (Nomination; Corporate Governance), which oversee board refreshment, diversity, ethical standards, and ESG.
- Clean related-party profile; no disclosed related-party transactions for 2024.
- Director pay mix includes equity that vests over time, aligning interests; ownership guidelines increased to 4x annual fees with full compliance reported.
- Strong board-level controls: robust insider trading policy (no hedging/pledging), clawback policy for executives, and cybersecurity oversight with a dedicated working group.
- Shareholder engagement: annual outreach to top holders; say-on-pay historically received substantial support.
- Watch items and potential red flags
- Attendance: One director (unnamed) had 75% attendance at Nomination Committee meetings in 2024; attribution to any individual was not disclosed. Monitor for any recurrence.
- Not a financial expert and not on Audit or Compensation Committees; governance impact is concentrated in nomination/governance rather than financial oversight.
- Historical ownership/management of a staffing company ended in 2012; no related-party transactions disclosed, but continue monitoring for any evolving related-party exposure.
Notes on Board/Director Compensation Framework (context for alignment)
- Director cash/equity structure and service fees are standardized (see 2024 schedule).
- Non-employee director award caps in the 2025 Stock Incentive Plan: max $220,000 (options/SARs) and $400,000 (stock/other stock-based awards) per calendar year.