The Committee considers the following core qualifications for Board composition that are critical to the success of our business as illustrated in our Board Composition Matrix on the next page:

  • demonstrated leadership skills and understanding of the complexities of business organizations;
  • the highest personal and professional ethics, integrity, and values;
  • objectivity and independence of thought and leadership;
  • strength of character and sound judgment;
  • strong interpersonal and communication skills; and
  • highly accomplished in his or her respective field.

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 to make a meaningful contribution to the Company and the Board. Each of our director nominees demonstrates the core qualifications listed here.

The Committee also considers specific criteria as provided below, that varies from time to time based on the Company’s current and future priorities and needs, and the balance of the candidate’s experiences, skills, and attributes with those of other members of the Board, as illustrated in our Board Composition Matrix on the next page. As the Company continues to drive profitable growth in its areas of specialization, the Committee considers the following experiences and skills:

  • Executive Leadership, 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.
  • Transformation, successful leadership of large-scale transformations, including cultural evolutions, restructuring, and enhancing organizational design to improve effectiveness, and drive profitable growth.
  • Innovation, proven experience turning new ideas and technologies into assets that transform businesses.
  • 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.
  • Technology, Digitization, and Cybersecurity, experience in the high-level planning and execution of business initiatives through the use of technology and digitization to build business efficiencies and competitive advantage.
  • Financial Acumen, the ability to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.
  • 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.
  • Legal or Corporate Governance, experience with legal issues impacting large organizations and 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.
  • 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.
  • Mergers & Acquisitions, experience implementing organic and inorganic strategies to promote growth, identifying acquisition and business combination targets, analyzing cultural and strategic fit, and oversight of successful integration.

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.