Mark F. Furlong

About Mark F. Furlong

Independent Class III director (since 2001; term expires 2027), age 67. Former President & CEO of BMO Harris Bank, N.A.; former Chairman/CEO/President/CFO of Marshall & Ilsley (M&I); former audit partner at Deloitte & Touche. Designated Audit Committee Financial Expert; currently chairs Kforce’s Audit Committee and serves on Compensation and Corporate Governance Committees. Also serves on ALTi Global’s board, chairing Audit/Risk and Transaction Committees and serving on Human Capital & Compensation .

Past Roles

External Roles

Board Governance

• Independence: Independent (all directors are independent except the Chairman (Dunkel) and CEO (Liberatore)) .
• Committees and roles:
  • Audit Committee: Chair; Audit financial expert; 5 meetings in 2024; oversees ERM, cybersecurity, data privacy, AI and ESG disclosures; reviews related-party transactions; meets quarterly in executive session with Internal Audit, General Counsel, and Deloitte .
  • Compensation Committee: Member; 5 meetings in 2024; oversees NEO comp and independent consultant (Pay Governance) .
  • Corporate Governance Committee: Member; 4 meetings in 2024; independent directors meet in executive session via this committee .
• Attendance and engagement:
  • Board held 5 meetings in 2024; each director attended 100% of Board meetings; all directors attended 100% of their committee meetings except one director who attended 75% of Nomination Committee meetings (Furlong is not on Nomination) .
• Time commitment policies: Director board limit (≤4 public boards) and audit committee limit (≤3); all directors compliant .
• Risk oversight: Audit Committee delegated cybersecurity/data privacy oversight, including quarterly updates and a special cyber working group; AI risk is also within Audit’s purview .

Fixed Compensation

Director cash fee schedule (2024) for context:

• Board retainer (Other Directors): $45,000; Board service fee (Other Directors): $20,000 .
• Committee service fee (each Chair and member): $15,000; Committee Chair retainers: Audit $15,000; Compensation $15,000; Nomination $15,000 .
• Lead Independent Director premium: $40,000 (not applicable to Furlong) .

Grant detail:

• Annual director equity grant on Apr 26, 2024: 2,183 restricted shares; grant-date price $64.13; vests Apr 25, 2025 .

Performance Compensation

Non-employee director equity is time-based restricted stock (no performance metrics); Kforce generally does not grant options to directors (none outstanding as of 12/31/2024) .

Policies reinforcing alignment:

• Ownership guidelines for directors: 4x annual board cash fees; all directors compliant as of proxy date .
• Prohibitions on hedging/pledging; no executive officers or directors held Kforce stock in margin accounts or pledged stock in 2024 .

Other Directorships & Interlocks

Compensation Committee interlocks: None; no Kforce executive served on another company’s board/comp committee where a Kforce director/executive served, during 2024 . Related-party transactions: None requiring disclosure for 2024 .

Expertise & Qualifications

• Designated Audit Committee financial expert (SEC definition) .
• Deep banking, CFO, and audit background (BMO Harris CEO; M&I Chairman/CEO/President/CFO; former Deloitte audit partner) .
• Capital allocation, accounting, risk, ERM, cybersecurity oversight (as Audit Chair) .

Equity Ownership

Say-on-Pay & Shareholder Signals (context)

• 2025 Say-on-Pay: For 15,417,300; Against 578,767; Abstain 17,880; Broker non-votes 1,361,572 .
• 2025 Stock Incentive Plan approval: For 14,973,361; Against 1,033,149; Abstain 7,437; Broker non-votes 1,361,572 .

Governance Assessment

Strengths

• Long-tenured independent director with deep financial expertise; Audit Committee Chair and SEC-defined financial expert; strong fit for ERM/cyber/AI oversight delegated to Audit; Board reports 100% attendance at Board meetings and broad 100% committee attendance in 2024 (exception was Nomination Committee, which Furlong does not serve on) .
• No related-party transactions; no compensation committee interlocks; robust insider trading policy with hedging/pledging prohibitions; no pledging by insiders in 2024 .
• Director equity paid in stock with vesting; ownership guidelines met; compensation structure emphasizes equity alignment without options or repricing .

Potential watch items

• Tenure since 2001 may invite scrutiny from some investors seeking periodic refreshment, though Board cites active refreshment and diversity initiatives and maintains independence .
• Additional external commitments (ALTi Global, multiple committee chairs) should be monitored against Kforce policies on time commitments; Board states all directors are compliant with limits .

Board effectiveness signals

• Clear allocation of risk oversight (cybersecurity, data privacy, AI) to Audit; dedicated cyber working group; regular exec sessions with internal audit/GC/auditors; Board education on GenAI, activism, ESG, cybersecurity .
• Strong shareholder support for compensation and equity plan in 2025, suggesting investor confidence in governance/comp design .

Appendix: Committee Summary for Mark F. Furlong