Board Composition Matrix
Board Composition Matrix
The Corporate Governance and Nominating Committee considers the following specific experience and skills for Board composition, as illustrated in our Board Composition Matrix on the next page:
- Executive Leadership, including experience as a Chairman of the Board, Chief Executive Officer, Chief Operating Officer, or substantially equivalent level executive officer of a complex organization such as a corporation, university, or major unit of government or a professional who regularly advises such organizations. Directors with this level of experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others. They understand strategy, productivity, and risk management, and how these factors impact the Company’s operations and controls. These directors demonstrate a practical understanding of how large, complex organizations operate, the importance of talent management, and the method of setting employee and executive compensation.
- Transformation, successful leadership of large-scale transformations, including cultural evolutions, restructuring, and enhancing organizational design to improve effectiveness, leveraging change management principles and tools to architect the culture needed to drive profitable growth. Directors with this experience and skillset help the Company focus its efforts in this important area and track progress against strategic goals and benchmarks.
- Innovation, experience as innovative leader with proven experience turning new ideas and technologies into assets that transform businesses; embraces the idea of doing things differently; empowers employees to be creative and challenge the status quo; and views collaboration across all levels of the organization as an opportunity to tap diverse viewpoints. Directors who have this skillset help ensure the Company stays competitive by creating a culture of continuous improvement.
- Industry, including experience in the staffing or business services industry, the Company’s specialty businesses, or experience in human capital management including talent/workforce solutions; diversity, equity, and inclusion; organizational behavior; and compensation and benefits. Directors with this experience bring value to the Board through oversight ensuring the Company maintains a successful framework for workforce acquisition, management, and optimization that results in the attraction, development, and retention of top candidates with diverse skills and backgrounds.
- Technology, Digitization, and Cybersecurity, experience in the high-level planning and execution of business initiatives through use of technology and digitization to build business efficiencies and competitive advantage; proactive leader in enabling the business to achieve objectives through the effective use of technology and technological innovation and modernization; experience defining opportunities and prioritizing technology projects based on predefined criteria (e.g., ROI, productivity, compliance). Experience in the development of technology and processes that protect the storage of information and maintain confidentiality or expertise including a meaningful understanding of the challenges posed by cybersecurity risks. Directors with expertise in these areas are skilled at overseeing the organization’s management of technological change and cybersecurity risk.
- Financial Acumen, including the ability to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. Directors with financial experience are essential for ensuring effective oversight of the Company’s financial measures, processes, reporting, and performance.
- Financial Expert, including financial and/or accounting expertise, generally, and as necessary to fulfill the financial requirements of NASDAQ and the Securities and Exchange Commission (education and experience as CFO, finance/accounting executive, public accountant or auditor, or person performing similar functions).
- Risk Management, experience identifying, evaluating, and managing corporate risk, ability to address and mitigate material risks. Directors with experience in this area are critical to ensuring the Board’s successful oversight of Company risks.
- Legal or Corporate Governance, experience with the legal issues impacting large organizations and the governance and fiduciary matters that impact boards, such as service on public boards and board committees, or as legal or governance executives of other large public companies. Directors with this experience help the Company support its goals of strong Board and management accountability, transparency, and protection of shareholder interests.
- ESG and Sustainability, experience with the development and oversight of an effective corporate responsibility strategy, initiatives, and practices that include social, climate and environmental initiatives. Directors who possess these skills strengthen the Board’s oversight and assure that strategic business imperatives and long-term value creation are achieved within a sustainable, environmentally, and socially focused model.
- Mergers & Acquisitions, experience implementing organic and inorganic strategies, increasing revenue, building strategic partnerships to promote growth, identifying acquisition and business combination targets, analyzing cultural and strategic fit, and oversight of successful integration. Director experience in this area is particularly important as the Company continues to drive profitable growth in its areas of specialization.
In determining whether to recommend a director for re-nomination, the Committee also considers the director’s recent contributions and potential for continuing contributions to the work of the Board. The Committee may engage third parties to assist in the search for director candidates.
The matrix below is a summary of the range of key experience, skills, and attributes that each director nominee brings to our Board and illustrates Kelly’s well-balanced Board composition relative to experience, skills, tenure, and diversity. This is a product of the Board’s careful succession planning, commitment to diverse and independent representation, and implementation of a sound and strategic Board refreshment process. Because it is a summary, it is not intended to be a complete description of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s qualifications, experiences, skills, and attributes are set forth in their biographies.
Director candidates must also have a willingness to devote sufficient time to discharge their duties, taking into consideration principal occupation, memberships on other boards, attendance at Board and committee meetings, and other responsibilities. In addition, director candidates must have an intention to serve an appropriate length of time in order to make a meaningful contribution to the Company and the Board. Each of our director nominees demonstrates the core qualifications listed here.