Joseph J. Liberatore
About Joseph J. Liberatore
Joseph J. Liberatore, age 62, is Kforce’s President and Chief Executive Officer (CEO) and a director. He became CEO on January 1, 2022, joined the Board in November 2021 (elected April 2022), and has been with Kforce since 1988 across roles including President (2013–present), CFO (2004–2012), EVP (2008–2012), SVP (2000–2008), Chief Talent Officer (2001–2004), and Chief Sales Officer (2000–2001) . Under his tenure, 2024 revenue was $1.41B (–8.3% y/y) and adjusted diluted EPS was $2.68 (–23% y/y) amid a soft tech investment backdrop; Kforce generated ~29% ROIC and returned $65M via buybacks ($37M) and dividends ($28M) in 2024 . The 2022–2024 relative TSR ranked 9th vs peers with a –19% absolute TSR over the three-year LTI measurement period, driving slightly-below-target LTI outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kforce | Chief Executive Officer | 2022–present | Navigated macro softness; invested in Workday ERP and launched Pune, India development center; focused on share gains and long-term margin targets . |
| Kforce | President | 2013–present | Oversaw operations and strategy across cycles; integration of consulting solutions; incentive architecture evolution . |
| Kforce | Chief Financial Officer | 2004–2012 | Finance leadership through growth and transformation; capital returns discipline foundational to current framework . |
| Kforce | EVP/SVP/CTO/CSO | 2000–2012 | Talent and sales leadership; built commercial capabilities supporting market share gains . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company board service disclosed . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 875,000 | No 2024 salary increase given macro environment . |
| 2025 | 925,000 | Approved increase to align closer to market median . |
- Perquisites: Kforce does not provide perquisites or other personal benefits to NEOs .
- Director pay: As a management director, Liberatore receives no additional board compensation .
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Component | Weight | Target | Actual | Payout % of Target | CEO Payout ($) |
|---|---|---|---|---|---|
| Revenue | 40% | $1,602M | $1,405M | 0% | — |
| Adjusted Diluted EPS | 40% | $3.22 | $2.68 | 0% | — |
| MBO (strategic objectives) | 20% | N/A | Significant progress on Workday, consulting integration, India center; peer-relative resilience | 180% | 393,750 |
| Total | 100% | — | — | — | 393,750 |
AIP mechanics and ranges:
- CEO target bonus: 125% of salary; component allocations: Revenue 40%, EPS 40%, MBO 20% .
- Financial metric curve examples: Revenue threshold/target/max of $1,544M/$1,602M/$1,661M mapping to 25%/100%/200% payout; EPS threshold/target/max of $2.90/$3.22/$3.54 mapping to 25%/100%/200% payout; 2024 actuals fell below threshold for both metrics .
2024 Long-Term Incentive (LTI) – Granted for 2022–2024 TSR
| Measurement Period | TSR (Absolute) | Peer Relative Rank | Award Type | CEO Shares | Grant Date | Grant Date Close | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2022–2024 | –19% | 9th | Restricted Stock | 47,619 | 12/31/2024 | 56.70 | 2,699,997 | 25% on 12/27/2025–2028 |
- LTI is 100% performance-based on relative 3-year TSR vs the approved peer group; 2024 payout slightly below target given 9th rank .
- Option usage: Kforce generally does not grant stock options; none outstanding for 2024 .
Equity Ownership & Alignment
- Beneficial ownership: 89,556 shares; <1% of shares outstanding (19,111,072) .
- Unvested restricted stock (selected tranches and vesting):
- 47,619 (granted 12/31/2024), vests 25% annually 2025–2028; FV $2,699,997 .
- 39,495 (granted 12/31/2023 + dividends), vests 25% annually 2024–2027; MV $2,239,367 at 12/31/2024 .
- 26,771 (granted 12/31/2022 + dividends), vests 25% annually 2023–2026; MV $1,517,916 .
- 8,531 (granted 12/31/2021 + dividends), vests 25% annually 2022–2025; MV $483,708 .
- 31,987 (12/31/2021 award), 100% cliff vest 12/27/2026; MV $1,813,663 .
- Dividends on unvested RS accrue as additional restricted stock with same vesting; CEO “All Other Compensation” included $237,077 of such dividend equivalents in 2024 .
- Ownership guidelines: CEO must hold shares equal to 5x salary; all directors and NEOs are in compliance as of the proxy date .
- Hedging/pledging: Prohibited absent approvals; no executives or directors held Kforce stock in margin or pledged in 2024 .
- 10b5‑1 controls: Cooled-off periods and pre-approvals required; blackouts enforced .
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement coverage | Employment agreements for NEOs with severance/CIC provisions; Liberatore’s agreement includes legacy excise tax gross-up; no new/modified gross-ups since 2009 . |
| Termination without cause / good reason | Severance equals 2.00x (salary + average cash bonus over two years) for Liberatore . |
| CIC + termination (double-trigger cash) | Severance equals 2.99x (salary + average cash bonus + average equity value over three years) for Liberatore; includes healthcare continuation for three years . |
| Equity acceleration | All unvested restricted stock vests upon CIC (single-trigger); also vests upon death or disability . |
| Non-solicitation | Two-year client and employee non-solicit tied to severance/benefit eligibility . |
| Clawback | Amended and Restated recovery policy in 2024 compliant with NYSE rules; covers incentive-based compensation for current/former executive officers upon accounting restatements . |
| Illustrative payout sizing | If CIC + termination on 12/31/2024: Severance $19,754,691 (includes ~$6.1M gross-up); immediate vesting equity value $8,754,650; healthcare $26,105; total $28,535,446 (closing price $56.70) . |
Board Governance (Director Service, Roles, Independence)
- Board service: Director since 2021; Class I nominee for term ending 2028 .
- Roles: CEO and director; not Chairman (Chair is David L. Dunkel); Lead Independent Director is Elaine D. Rosen .
- Committee memberships: CEO director is not listed on Audit, Compensation, Nomination, or Corporate Governance committees (all independent) .
- Independence: Not independent (management director); Board maintains independent committee chairs and a Lead Independent Director .
- Board activity and attendance: Board met five times in 2024; all directors attended 100% of their meetings except one director who attended 75% of Nomination Committee meetings .
- Director compensation: Management director (Liberatore) receives no board fees/grants; director fee schedule and grants apply only to non-employee directors .
Director Compensation (for Liberatore as Director)
| Component | Amount |
|---|---|
| Board/Committee retainers and equity | $0 (management director; excluded from director pay schedule) |
Compensation Structure Analysis
- Pay mix and rigor: 82% of CEO target direct compensation performance-based in 2024; equity LTI is 100% performance-based on relative TSR; threshold levels for Revenue require at least flat growth even in down markets; revenue/EPS components paid 0% in 2024, while MBOs paid 180% given strategic execution, yielding total AIP ~36% of target—evidence of downside pay-for-performance .
- Equity design: No option grants; restricted stock with four-year vesting; minimum one-year vesting across plans and a post-exercise one-year hold for options/SARs (if any) .
- Policy safeguards: Clawback updated in 2024; hedging/pledging prohibited; no repricing or cash buyouts without shareholder approval .
- Peer benchmarking: Target total compensation at market median; peer set includes staffing and human capital-focused firms; Perficient removed after acquisition .
Peer group used in 2024:
- ASGN; Barrett Business Services; CBIZ; The Hackett Group; Heidrick & Struggles; Huron Consulting; ICF International; Kelly Services; Korn Ferry; ManpowerGroup; Perficient; Resources Connection; Robert Half; TrueBlue .
Performance & Track Record
| Metric | 2022–2024 / 2024 Outcome |
|---|---|
| 2024 Revenue | $1.41B (–8.3% y/y) |
| 2024 Adjusted Diluted EPS | $2.68 (–23.2% y/y) |
| ROIC | ~29% in 2024 |
| Capital Returns | ~$65M in 2024 (repurchases $37M; dividends ~$28M) |
| 3-Year TSR (LTI) | –19% absolute TSR; 9th relative rank vs 2024 Peer Group |
| Strategic Execution | Progress on Workday ERP; integration of consulting; launch of Pune development center supporting U.S. clients (Jan 2025) . |
Say‑on‑Pay & Shareholder Feedback
- Annual outreach to top 25 holders (~70% of shares) on governance/compensation/ESG; feedback incorporated into program evolution .
- Say‑on‑pay has received “substantial support” in recent years; Committee made no material design changes for 2024 given support level .
Risk Indicators & Red Flags
- Single-trigger equity acceleration upon CIC; double‑trigger cash severance (equity vests on CIC even without termination) .
- Legacy excise tax gross‑up applies only to Liberatore; estimated ~$6.1M within CIC termination scenario—shareholder‑unfriendly feature retained from a pre‑2009 era .
- No hedging/pledging; no repricing; no excessive perquisites—mitigating governance risks .
- Related party transactions: None requiring disclosure for 2024 .
Equity Ownership & Potential Selling Pressure
| Item | Detail |
|---|---|
| Upcoming vesting cliffs | 25% of 2022–2024 awards vest each December 27 through 2028; 100% 2021 CEO special award vests December 27, 2026 . |
| Dividends on RS | Dividend equivalents accrue as restricted stock and vest with the underlying award—incrementally increasing vesting events . |
| Insider trading controls | Blackouts, pre‑clearance, and 10b5‑1 cooling‑offs mitigate trading timing risk . |
Employment & Contracts
| Item | Detail |
|---|---|
| Start at Kforce | 1988 (various roles prior to executive positions) . |
| CEO tenure | Since January 1, 2022 . |
| Non‑compete / Garden leave | Not disclosed; standard agreements emphasize non‑solicitation and confidentiality . |
| Deferred comp | No CEO contributions/participation in 2024 . |
Board Governance (Committee Structure & Independence Context)
- All four standing committees (Audit, Compensation, Nomination, Corporate Governance) are fully independent; independent committee chairs; regular executive sessions without management .
- Board leadership: Non‑executive Chairman (D. L. Dunkel) plus Lead Independent Director (E. Rosen), balancing CEO dual role as management director .
Investment Implications
- Pay-for-performance alignment is credible: 2024 financial underperformance produced zero payout on revenue/EPS metrics; equity LTI tied to relative TSR diluted payouts with 9th rank, while strategic MBOs paid well for execution—suggesting balanced calibration and downside protection .
- Retention risk appears contained: Multi-year RS vesting through 2028, stringent ownership guidelines (CEO 5x salary, in compliance), and no hedging/pledging encourage alignment and stability; however, annual December vesting cycles could create episodic liquidity windows to monitor .
- Governance watch items: Legacy excise tax gross‑up and single‑trigger equity acceleration at CIC are shareholder‑unfriendly features, though offset by strong clawback, no repricing, and independent compensation oversight .
- Execution track record: Despite 2024 revenue/EPS declines, Kforce maintained peer‑relative resilience, returned significant capital, and advanced transformational programs (Workday, consulting integration, Pune)—a setup for operating leverage if revenues re‑accelerate .
- Board role/independence: CEO is not Chair and does not sit on committees; independent Chair/Lead Director structure mitigates dual‑role concerns and supports oversight quality .