KFORCE INC KFRC

27% shingled-prose overlap between the two filings.

2025: 47,542 chars · 2026: 53,349 chars

• Pay Ratio (Item 402(u)):59% overlap (2,143 → 2,143 chars)
• Say-on-Pay proposal:72% overlap (24,999 → 25,000 chars)

• changedCompensation Committee ReportThe Compensation Committee of Kforce (the Committee) has reviewed and discussed the Compensation Discussion and Analysis (CD&A) required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated into Kforce Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.Submitted 2024.Submittedby the Compensation Committee on March 6, 2026 7,2025Randall A.
• changedThe above report shall not be deemed soliciting material or filed with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings. filings
• new22 Kforce 2026 Proxy Statement
• changedThis CD&A primarily focuses on the compensation of our Named Executive Officers (NEOs) for the year ended December 31, 2025. 2024.
• newManagement and the Board reaffirmed the Firm’s strategic priorities, including (i) the implementation of Workday as our future state enterprise cloud application for HCM and financials, (ii) our integrated strategy efforts, (iii) the evolution of our offshore delivery capability in Pune, India, and (iv) advancing our Firm’s strategies through leverage of AI.
• newThe objectives for the NEOs in 2025 were not limited to but were centered around the Firm’s strategic priorities given their depth and expected contribution to attaining our future financial objectives and, as a result, generating significant shareholder value.
• newIn light of the ongoing macroeconomic uncertainties, management continued to advance the Firm’s transformational strategic priorities in 2025, achieving measurable progress across several enterprise initiatives that remain central to our long‑term value‑creation objectives.
• newWe believe these efforts reflect disciplined execution in a year marked by persistent macroeconomic uncertainty and ongoing softness in the broader technology services market.
• changedFor the year ended December 31, 2025, 2024,the Firm:
• new•Experienced a year-over-year decline in revenue of 5.4% (5.1% per billing day) and adjusted diluted EPS of 22.0% while exercising disciplined cost management to mitigate the pressure on the bottom line from the lower revenues.
• new•Delivered top-tier Technology organic revenue performance compared to our most comparable publicly-traded peers.
• new•Our organic growth strategy has continued to put us in a solid position to return significant capital to our shareholders.
• newIn 2025, we returned $76 million in capital in the form of open market repurchases totaling $48.5 million and dividends of $27.5 million.
• changedEach of our threestrategic priorities represents a multi-year aretransformational effort innatureand our people made tremendous progress in 2025, 2024,as we:
• new•Achieved substantial advancements on the implementation of Workday through disciplined execution across key program milestones.
• newDuring 2025, management completed initial testing for both human capital management and financial modules within our initial prototype tenant containing the full suite of Workday functionality.
• newThe team also enhanced data migration and resource plans to ensure continued data fidelity, and revised the program timeline to incorporate refinements stemming from the updated data migration approach.
• newWe remain on track for an early 2027 implementation date.
• new•We made significant progress further integrating our consulting solutions offering throughout the Firm.
• newOur integrated strategy efforts are centered around enhancing enterprise execution and ensuring a more cohesive go‑to‑market approach across sales, recruiting, consulting solutions and technology practice teams with the goal of accelerating future revenue growth and profitability enhancements.
• newDuring 2025, we made several changes that better optimized the compensation practices across the Firm, unified our margin expectations across our Technology business, laid the foundation for enhanced productivity expectations, among several other items.
• newOur consulting solutions offering contributed positively in 2025 to our financial results.
• new•Completed the foundational build‑out of our delivery capability in Pune, India in 2025 referred to as Knowledgeforce India.
• newOur India operation enhances the Firm’s ability to serve clients through a multi-shore delivery model and expands access to highly skilled technical talent.
• newWe began supporting our U.S. client engagements in January 2025, marking a significant milestone in the evolution of the Firm’s delivery strategy.
• new•Formalized the Firm’s artificial intelligence strategy and related efforts by establishing a structured adoption roadmap to accelerate productivity gains and build baseline AI proficiency across the organization as well as define the necessary investments within the Firm to best position Kforce to capture AI-related future demand .
• newIn addition to the significant advancements made with respect to our strategic priorities, there were many other notable advancements and accolades.
• new•During 2025, Kforce received several notable third‑party recognitions that reinforce the strength of our culture, our people‑first philosophy, and the effectiveness of our leadership.
• newThese awards include, but are not limited to: Best Workplace in Consulting and Professional Services, America's Best Recruiting Firms, Top Workplace in Tampa Bay and Great Place to Work.
• new23 Kforce 2026 Proxy Statement
• new•Our business, among many others, has historically been susceptible to candidate embellishments.
• newThis has escalated over the last few years to be more organized, technology-enabled and systemic fraudulent misrepresentations, which created a heightened reputational risk for Kforce (and others in our space).
• newWe responded quickly to significantly bolster existing processes and procedures to address this, including additional identity validation steps and the implementation of AI-enabled technologies to assist in our efforts.
• new•No incentive payout for the Revenue component due to below threshold performance partly due to the rigor in the financial performance metrics, and below target EPS annual incentive payout.
• changed•Near maximum attainment of individual performance objectives (MBOs) for each NEO due to the tremendous progress in our multi-year strategic initiatives, as noted in this section above.
• new•Equity Long Term Incentive (LTI) payouts slightly below target payout levels based on Kforce’s TSR being slightly below the average TSR performance of the Performance Peer Group.
• changedOverall, the Committee believes the compensation levels for 2025 2024,whichweresignificantlybelowtargetlevels,are reasonably aligned with the Firm’s performance and accomplishments. results.
• changedWhat We DoWhat We Don’t DoTarget Annual NEO Compensation at Market Median for Market Median PerformanceDefine Market Median by Comparison to Companies Outside of our Primary SectorAlign Pay with Performance by Paying Higher Compensation for Above Median Performance and Lower Compensation for Below Median PerformanceSet Targets for Incentive Plans that are Easy to AttainEnsure Performance-Based Compensation is the Largest Part of Total CompensationProvide Excessive PerquisitesMaintain PerquisitesMaintainsa Clawback PolicyAllow Repricing or Cash Buyouts of Previous Equity-Based LTI GrantsEnsure Equity-Based LTI Compensation is a Significant Component of Performance-Based CompensationAllow Hedging or Pledging of Company Stock or Other Related ActivitiesRequire Minimum Levels of Share Ownership (for our Board and our executives)Create OwnershipCreateNew Excise Tax Gross-upsAdhere to Minimum Levels of Financial Performance that Must be Attained to Achieve Threshold Payout Levels Even in Adverse Economic EnvironmentsCreate New or Materially Amend Executive Employment Agreements with Provisions for Severance Payouts Exceeding 1x Cash Compensation or Change in Control Severance Payouts Exceeding 2x Cash CompensationBenchmark Compensation Against Other Similarly Sized (Considering Median CompensationStructuretheRevenue and Market Capitalization Levels) Companies in our Sector ComponentoftheAnnualIncentivetoOnlyPayWhenRevenueGrowthisAchievedPayBonusesfortheRevenueComponentoftheAnnualIncentiveWhenRevenuesDecline
• new24 Kforce 2026 Proxy Statement
• changedOur executive compensation philosophy is to attract, motivate and retain highly qualified executives who can advance the Firm’s maximizelong-term shareholder value.
• changedTo support carryoutthis philosophy, the Committee, wehaveembracedthe Board and management apply clearly defined followingprinciples that intendedtoguide both the structure of our compensation programs designand oversight.Attract administrativedecisionsmadebytheCommittee,theBoardandmanagement.Attractand Retain Key ExecutivesAttracting and retaining key executive talent is critical to the success of a professional staffing and solutions firm in which people represent the true assets.
• changedThe Committee believes an understanding of competitive market pay levels and compensation best practices are isessential to hiring and retaining qualified executives who are able to create and drive business strategies, long-term profitable growth and long-term shareholder value.
• changedPerformance-based compensation comprised 83% 82%of total target direct compensation for our CEO and between 72% 73%and 77% 78%for our other NEOs in 2025. 2024.
• changedEnsure Equity-Based LTI Compensation is a Significant Component of Performance-Based CompensationThe Committee believes equity-based LTI compensation should be a significant component of performance-based compensation to further align our NEOs’ NEO’sinterests with our shareholders in generating long-term shareholder returns.
• changedEquity LTI LTIsranged from 65% 66%to 74% 73%of target total performance-based compensation for our NEOs in 2025. 2024.
• changedWe believe the opportunity to earn the designated equity LTI performance objectives motivates the achievement of higher relative TSR and drives continued improved shareholder value; it also serves to retain our executives for the long term, long-term,given that our LTI awards have time-based vesting provisions of generally four years.
• changedTo further align the interests of our executives and Board of Directors with those (andmembersof our BoardofDirectors)andlong-term shareholders, the ourBoard has adopted formal share ownership guidelines.
• newSet Challenging Performance ObjectivesThe Committee seeks to establish rigorous yet attainable financial performance objectives for the NEOs under the annual incentive plan.
• newThese goals are intentionally calibrated to be demanding, as demonstrated by the fact that threshold and target levels have not been attained in every plan year, including 2023, 2024 and 2025.
• newThe performance objectives are structured to incentivize the NEOs to outpace market expectations, drive market share expansion, and strengthen profitability.
• new25 Kforce 2026 Proxy Statement
• changedThe minimum level of holdings for each position is as follows:Target Holding LevelPositionAnnual Board FeesinCash Retainer / SalaryMember of the Board of Directors5x (recently increased from 4x)Chief Directors4xChiefExecutive Officer5xChief Operating Officer3xOther Named Executive Officers2xOther members of Kforce’s Executive Leadership Team1xIn accordance with this policy, directors have five years from the effective date of joining the Board, and executives have five years from the effective date of a promotion or salary increase, to attain the target ownership level.
• newOur Clawback Policy is included as an exhibit to our most recent Annual Report on Form 10-K.
• newIn addition, our Stock Incentive Plans since 2019 require a minimum holding period of one year after exercise of any options and stock appreciation rights for all NEOs; we will also apply this policy to any awards granted outside of this plan.
• newWe do not currently grant stock options as a part of our equity compensation program to executive officers.
• newIf stock options were to be granted in the future, the Firm would not grant such options in anticipation of the release of nonpublic information that is likely to result in changes to the price of our common stock and would not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
• changedDuring 2025, Inaddition,ourStockIncentivePlanssince2019requireaminimumholdingperiodofoneyearafterexerciseofanyoptionsandstockappreciationrightsforallNEOs;wewillalsoapplythispolicytoanyawardsgrantedoutsideofthisplan.During2024,(i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information, ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
• changedInsider TradingOur Insider Trading Policy governs the purchase, sale sale,and other dispositions of our securities undertaken by the Firm’s, or its subsidiaries: (i) directors, officers, employees, consultants and contractors; (ii) any member of the immediate family or household of any such person, including family members who do not reside in the household but whose investment decisions are directed by, or otherwise conferred with, such person when making investment decisions with respect to Firm securities; and (iii) any entities controlled by such person (a Firm Insider).
• changedWe believe our policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards.Our Insider Trading Policy is included wasfiledas an exhibit to our most recent Annual Report on Form 10-K fortheyearendedDecember31,2024and reflects the SEC’s final rules pertaining to 10b5-1 trading plans and related disclosures.
• changed26 Kforce 2026 2025Proxy Statement
• changedThere were no executive officers or directors that held the Firm’s securities in a margin account or otherwise pledged the Firm’s securities as collateral during the fiscal year ended December 31, 2025. 2024.
• changedElimination of Excise Tax Gross-UpIn 2009, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements with its executives executives,that contain excise tax gross-up provisions in the event of a change-in-control event going forward.
• changedThe Committee, composed whichconsistsentirely of independent directors, oversees isresponsibleforthe development and application of the compensation principles that guide the design of the Firm’s NEO executivecompensation program, including related inclusiveofbenefit policies and practices.
• changedThe Committee has determined concludedthat the Firm’s compensation policies and practices oftheFirmdo not create risks thatarereasonably likely to have a material adverse effect on Kforce.
• newIn carrying out its responsibilities, the Committee maintains strict independence and objectivity and meets in executive session on a quarterly basis to discuss and determine matters related to executive compensation.
• newWhile the Committee considers input from the CEO, COO and CFO, all decisions regarding the compensation of the CEO and the other executives are made solely at the Committee’s discretion.
• newThe Committee may delegate any of its responsibilities to subcommittees when appropriate.
• changed•ensuring that Kforce’s executive compensation program reflects remainsalignedwithbest practices and serves isinthe long‑term bestinterests of ourshareholders;
• new•engaging, as appropriate and in coordination with management, with shareholders to understand their perspectives and feedback; and
• changed•remaining •stayinginformed on ofcurrent and emerging compensation trends and best practices, including through ongoing engagement with its theCommittee’sindependent compensation consultant.
• changedDuring 2025, 2024,the Committee hasretained Pay Governance LLC, a national independent consulting firm, firm(Pay Governance) Governance),to serve as the Committee’s independent compensation consultant.
• newThe Committee conducted an independence assessment, considering all relevant factors, and concluded that Pay Governance’s engagement and services did not present any conflicts of interest.
• changedOther than the work performed Exceptfor theservicesprovidedtothe Committee, Pay Governance did not provide any additional otherservices to the Firm.
• newPay Governance supports the Committee by providing objective analysis and guidance on a range of matters, including the alignment of our executive compensation framework with approved objectives, assessments of program effectiveness, benchmarking and market competitiveness studies, and evaluations of our compensation levels and structures, including base salary, annual incentives, and long‑term incentive opportunities, as directed by the Committee.
• newThrough this engagement, the Committee ensures that Kforce’s executive compensation program remains competitive, performance‑aligned, and consistent with best practices.
• newFor the year ended December 31, 2025, the Committee used two peer groups to evaluate and structure executive compensation: the Performance Peer Group and the Compensation Peer Group.
• newThe Compensation Peer Group reflects a broader set of companies that are more closely aligned with Kforce in terms of size (revenue and market capitalization), although they may operate outside our primary industry or provide different services.
• newThe Committee believes that using multiple peer groups provides a more comprehensive and appropriate framework for benchmarking and supports a robust, well‑aligned compensation program.
• changedThe Committee reviews the composition of both thepeer groups groupon an annual basis with the assistance of Pay Governance.
• changed27 Kforce 2026 2025Proxy Statement

More changes truncated for legibility. Open the filings on SEC for full prose.