Randall A. Mehl
About Randall A. Mehl
Independent Class I director of Kforce Inc. since 2017; age 57; nominated for re‑election to a term expiring at the 2028 annual meeting. He chairs Kforce’s Compensation Committee and also serves on the Nomination and Corporate Governance Committees, bringing domain expertise in technology services, staffing, equity research and private equity/M&A from roles at Stewardship Capital Advisors, Baird Capital, and Robert W. Baird. He currently sits on the boards of Insperity, Inc. and ICF International, where he chairs the Human Capital Committee. The board affirms independence for all directors except the CEO and non‑executive Chair, confirming Mehl’s independent status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewardship Capital Advisors, LLC | President & Chief Investment Officer | Since 2017 | Leads family office investments across technology and services sectors |
| Baird Capital (middle market private equity) | Managing Director, Partner | 2005–2016 | Led team in business and technology services; evaluated, acquired, and sold services-oriented businesses |
| Robert W. Baird & Company | Senior Equity Research Analyst | 1996–2005 | Covered technology/services incl. staffing; governance and leadership evaluation expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insperity, Inc. (NYSE: NSP) | Director | Current | Public company directorship |
| ICF International, Inc. (NASDAQ: ICFI) | Director; chairs the Human Capital Committee | Current | Human capital oversight at a public company |
| Krueger International (private) | Director | Current | Contract furniture company board service |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under NYSE rules (all directors independent except Kforce’s Chairman and CEO) |
| Kforce Committees | Compensation (Chair); Nomination; Corporate Governance |
| Committee meeting cadence (2024) | Compensation: 5; Nomination: 4; Corporate Governance: 4 |
| Board/committee attendance (2024) | Board held 5 meetings; each director attended 100% of Board meetings; all directors attended 100% of their committee meetings except one director who was at 75% of Nomination (individual not identified) |
| Time-commitment policy | Non-employee directors limited to service on ≤4 public boards (incl. Kforce); all directors in compliance |
| Board structure | Lead Independent Director in place; independent chairs for Audit, Compensation, Nomination, and Corporate Governance |
| Risk oversight | Audit Committee oversees ERM, cybersecurity, data privacy, AI and ESG disclosures; regular executive sessions and working group support |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| All Other Compensation (dividend equivalents on unvested equity) | $29,590 |
| Total Cash & Other | $154,590 |
Director fee framework approved for 2024:
- Board retainer: $45,000 for non-chair directors; Chairman $145,000
- Board service fee (other directors): $20,000; Chairman $67,000
- Committee chair retainers (Audit/Comp/Nomination): $15,000; committee service fees (each chair and member): $15,000; Lead Independent Director: $40,000
Performance Compensation (Director Equity)
| Grant date | Instrument | Shares | Grant-date fair value | Vesting |
|---|---|---|---|---|
| April 26, 2024 | Restricted Stock | 2,183 (all directors) | $139,996 (at $64.13 close) | Vests April 25, 2025 (time-based) |
- 2024 director equity awards are time-based restricted stock (no performance metrics). Dividend equivalents accrue in additional restricted shares subject to the same vesting conditions.
Other Directorships & Interlocks
| Company | Role | Notable governance role | Potential interlocks |
|---|---|---|---|
| Insperity, Inc. (NYSE: NSP) | Director | — | Kforce discloses no related-party transactions requiring Item 404 disclosure in 2024; no compensation committee interlocks during 2024 |
| ICF International, Inc. (NASDAQ: ICFI) | Director | Chairs Human Capital Committee | Same as above |
- Compensation Committee composition at Kforce: Randall A. Mehl (Chair), Mark F. Furlong, Elaine D. Rosen; none were current/former Kforce officers, and no interlocks with other companies’ comp committees involving Kforce executives in 2024.
Expertise & Qualifications
- Technology services and staffing domain expertise; evaluation of executive leadership and governance; extensive M&A experience in services businesses from private equity leadership.
- Capital markets background as senior equity research analyst covering tech/services, including staffing.
- Public company governance experience at Insperity and ICF International; chairs a Human Capital Committee.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned Kforce common shares | 4,504 (as of record date) |
| Deferred restricted stock units | 20,406 (no voting rights until settlement) |
| Unvested restricted stock (director awards outstanding 12/31/2024) | 2,224 |
| Ownership as % of shares outstanding | Less than 1% |
| Pledging/margin accounts | None; policy prohibits hedging/pledging, and no directors or executives pledged Kforce stock in 2024 |
| Director ownership guideline | 4x annual Board cash fees; all directors and NEOs compliant as of proxy date |
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee and sits on Nomination and Corporate Governance—positions central to pay design, board refreshment, and ethics/governance oversight. Meeting cadence indicates active committee engagement (Comp: 5; Nom: 4; Corp Gov: 4).
- Attendance and engagement: all directors had 100% Board attendance in 2024; committee attendance 100% across directors except one unspecified Nomination member (Mehl’s committee) at 75%.
- Alignment and safeguards: meaningful equity retainer (time-based RS) alongside cash fees; dividend equivalents reinvested; strict no-hedging/pledging; 4x director ownership guideline with full compliance; clawback policy adopted and aligned to NYSE rules.
- Conflicts: no related-party transactions requiring disclosure in 2024; no compensation committee interlocks.
-
Watch items
- Multi-board service: Kforce limits to ≤4 public boards and reports all directors are compliant; Mehl’s current public commitments (Kforce, Insperity, ICF) remain within policy. Continue to monitor workload given Compensation Chair duties.
- Committee attendance disclosure is aggregate; while Board attendance is 100% for all directors, the proxy does not attribute the 75% Nomination attendance to any specific director. Monitoring future proxies for any individual variances is prudent.
-
Shareholder context
- Kforce’s say‑on‑pay proposals have received “substantial support” historically; board conducts shareholder outreach with top holders, including engagement by independent leadership—supportive backdrop for Compensation Committee chairing.