Board Composition Matrix

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.

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.

The 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.
  • Complex Organizations, including demonstrated leadership and other relevant experience with complex organizations of similar size and scope.
  • 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.
  • 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; views collaboration across all levels of the organization as an opportunity to tap diverse viewpoints; stays competitive by creating a culture of continuous improvement.
  • Industry, including experience or skill in human resources, talent/workforce solutions, organizational behavior, or the staffing or business services industry.
  • Technology, experience in the high-level planning and execution of business initiatives through use of technology to build business efficiencies and competitive advantage; proactive leader in enabling the business to achieve objectives through the effective use of technology; experience defining opportunities and prioritizing technology projects based on predefined criteria (e.g., ROI, productivity, compliance).
  • Digitization and Modernization
  • Financial Acumen, including 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, including experience with risk management and/or cybersecurity and data privacy
  • Legal or Corporate Governance
  • Mergers & Acquisitions
  • Social, Climate, and Environmental, and/or sustainability-related skills and
  • Exemplification of Russ Kelly Family Characteristics, including high personal and professional ethics, integrity and values, pioneering spirit, and human capital experience.
  • Audit Committee experience (other than Kelly).
  • Compensation Committee experience (other than Kelly).
  • Governance & Nominating Committee experience (other than Kelly).

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 Board has not adopted a policy whereby stockholders may recommend nominees to the Board because of the Company’s status as a controlled company. The Committee may engage third parties to assist in the search for director candidates. The director selection process is described in greater detail in the “Corporate Governance” section of this proxy statement.

The matrix below is a summary of the range of key experience, skills, and attributes that each director nominee brings to our Board. 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.