Donald Parfet

Chairman of the Board

Peter Quigley

President and CEO

“I believe everyone deserves the right to meaningful work and I’ve seen firsthand how work can change lives. At Kelly, we have an incredible opportunity to knock down barriers to employment and create a more inclusive, equitable and prosperous future.”

Peter Quigley

President and CEO

  Wednesday, May 18, 2022 at

  11:00 a.m., Eastern Daylight Time

Virtual Meeting:

kellyservices.com

Close of Business, Eastern Daylight

Time, March 28, 2022

At the Annual Meeting, you
will be asked to consider
the following proposals

Proposal 1.

Election of nine Board-recommended director nominees

Proposal 2.

Advisory approval of the Company’s executive compensation

Proposal 3.

Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year

Proposal 4.

Transaction of any other business as may properly come before the Meeting

Online -

www.envisionreports.com/kelyb

QR code -

Scan and vote with your mobile device

Calling - 1-800-652-VOTE (8683) Within the U.S., U.S. territories & Canada on a touch tone telephone

Mail -

Return the signed proxy card

Proxies submitted online or by telephone must be received by 11:59 p.m., Central Daylight Time, on May 17, 2022. If you vote by mail, your proxy card must be received before the Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm, or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote online by attending the Annual Meeting by webcast.

Date and Time

Wednesday, May 18, 2022

at 11:00 a.m., Eastern

Daylight Time

Place

Virtual Meeting: kellyservices.com

Record Date

Close of Business, Eastern Daylight

Time, March 28, 2022

PROPOSAL 1.

Election of nine directors

PROPOSAL 2.

Advisory vote to approve the Company’s executive compensation

PROPOSAL 3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year

✓ FOR Each Nominee

✓  FOR

✓ FOR

page 13

page 46

page 80

Name

Director

Since

Donald R. Parfet

Chairman of the
Board

Peter W. Quigley

President and
CEO

Gerald S. Adolph

George S. Corona

Robert S. Cubbin

Amala Duggirala

InaMarie F. Johnson

Former Chief People and Diversity Officer,

Zendesk, Inc.

Terrence B. Larkin

Leslie A. Murphy

Independence

•  Majority independent Board

•  Annual election of all directors

•  Robust director selection process resulting in diverse Board relative to gender, race, ethnicity, experience, and skills

•  Independent Chairman of the Board

•  Annual election of Chairman of the Board

•  Board attendance of 100% during 2021

•  100% Independent Board Committees

•  Annual evaluation of CEO (including compensation) by independent directors

•  Strong oversight of strategic planning and objectives, financial performance, and Enterprise Risk Management (“ERM”) by the Board and Audit Committee

•  Frequent executive sessions where independent directors meet without management and non-independent directors

•  Annual Board and Committee self-evaluations and bi-annual peer review

•  CEO and executive leadership succession planning by the Board and Compensation and Talent Management Committee

•  Committees may hire independent advisors

•  Annual review of corporate governance documents to ensure they reflect best practices

•  Policies prohibiting short-sales, hedging, pledging, and margin accounts

•  No related party transactions between the Company and members of the Board or senior management

•  Clawback policy that applies to short-term and long-term incentive compensation plans for senior management

•  Strong oversight of Environmental, Social and Governance (“ESG”) standards by the Board and Corporate Governance and Nominating Committee

•  Stock ownership requirements for directors and senior management

•  Orientation program for new directors

Kelly Professional & Industrial

–  Industrial

–  Contact Center

–  Office

–  Professional

–  Engineering

–  Science & Clinical

–  Technology

–  Telecom

–  K-12

–  Early Childhood

–  Higher Ed

–  Special Needs

–  MSP⁽²⁾

–  RPO⁽²⁾

–  PPO⁽²⁾

–  Consulting

–  EMEA Regional Life Sciences

–  Local Niches

Kelly SET revenue and GP rate was $1.2B and 22.3% respectively, including the results of Softworld on a proforma basis.

Managed Service Provider (“MSP”); Recruitment Process Outsourcing (“RPO”); Professional Payroll Outsourcing (“PPO”)

National Minority Supplier Development Council (NMSDC) – Class 1 honors – 2020 Corporation of the Year

Michigan Minority Supplier Diversity Council (MMSDC) – 2021 ACE Award – Corporation of the Year for Professional Services & Staffing

Kelly was awarded the 2022 Military Friendly Employer and Military Friendly Spouse Employer designations by VIQTORY

For the 11th consecutive year, Kelly was recognized as one of America’s Top Corporations for Women-Owned Businesses by WBENC

For the 5th consecutive year, Kelly received a top score on the Human Rights Foundation’s Corporate Equality Index for Best Places to Work for LGBTQ Equality

Kelly earned 2021 Silver Supplier status in business sustainability from EcoVadis, ranking among the top 6% of companies assessed in the temporary employment agency activities industry

Kelly was named to FlexJobs^® Top 100 Companies for Remote Jobs in each of the nine years the award has been in existence, 2014-2022

For the third year in a row, Kelly earned a Top 10 spot on the global diversity award by WEConnect International

Kelly was recognized for its outsourcing excellence on the International Association of Outsourcing Professionals (IAOP) 2022 Global Outsourcing 100 List

HR Vendor of the Year by Human Resources Online 2021 – Gold & Silvers Awards for Best Recruitment Process Outsourcing Partner – KellyOCG Malaysia & Singapore

Forbes named Kelly the No. 2 Professional Recruiting and Temporary Staffing Firm in America in 2021, as well as one of America’s Best Employers for Women and Diversity

Everest Group named Kelly a 2021 Leader for U.S. Contingent Workforce Staffing and Management, as well as Services Procurement

In November 2021, Kelly Portugal was officially awarded the seal of Inclusive Employer Entity Brand 2022. The seal – an initiative of the Portuguese Employment and Vocational Training Institute (IEFP) – certifies Kelly as an inclusive organization, as having “inclusive management practices developed by employers in relation to people with disabilities”.

In February 2022, Kelly Services Italy was awarded the Top Employer 2022 certification for fourth consecutive year. The recognition confirms the quality of work that Kelly is carrying out and represents an additional incentive to achieve our aim of offering people an environment that can inspire them, involve them, make them collaborative, and help them to grow and be successful.

In February 2022, Computrabajo named Kelly as the Best HR Company to Work for in Mexico in their Best WorkPlaces 2022 ranking. Users of this job portal rated the companies and choose Kelly as No. 1.

•  Align pay with performance using balanced performance measures that are linked to strategic business objectives in both short- and long-term incentives for senior officers

•  Align executive compensation with stockholder returns through performance-based equity incentive awards

•  Annual review of performance measures and goals for our annual and long-term incentive plans by the independent Compensation and Talent Management Committee to ensure we use diversified measures with challenging, but attainable targets

•  Require the achievement of a minimum acceptable level of financial performance for any payment to be made pursuant to the Short-Term Incentive Plan (“STIP”)

•  Include caps on individual incentive payouts in incentive plans

•  Require stock ownership and retention of a portion of equity-based awards by senior officers

•  Hold an annual “say-on-pay” stockholder advisory vote on executive compensation

•  Retain an independent executive compensation consultant to the Compensation and Talent Management Committee

•  Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes in existing programs or policies

•  Conduct annual assessments of any potential risks in our incentive compensation programs and policies and related internal controls

•  Annually review with the Compensation and Talent Management Committee share utilization, burn rate, and dilution levels resulting from our compensation practices

•  Maintain an insider trading policy that requires directors, senior officers, and other designated officers of the Company to contact our Corporate Secretary prior to sales or purchases of common stock

•  Maintain a double trigger for the accelerated vesting provisions under the Equity Incentive Plan (“EIP”) and the Senior Executive Severance Plan

•  Condition severance benefits for senior officers on compliance with restrictive covenants

•  Provide employment agreements for senior officers (except where standard local practice)

•  Guarantee bonus arrangements with our senior officers

•  Allow directors or senior officers to engage in hedging or pledging of Company securities

•  Allow the repricing or backdating of equity awards

•  Pay dividend equivalents on unvested restricted stock units until performance hurdle has been achieved and vesting period has been completed

•  Pay dividends on performance share awards

•  Provide excise tax gross-ups upon change-in-control

•  Grant incentive awards to senior officers that are not subject to the Company’s Incentive Compensation Recovery (“Clawback”) Policy

•  Accrue additional retirement benefits under any supplemental executive retirement plans (“SERPs”)

•  Provide excessive perquisites

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.

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 experience.

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 expertise.

Legal or Corporate Governance experience.

Mergers & Acquisitions experience.

Social, Climate, and Environmental, and/or sustainability-related skills and experience.

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).

  Executive Experience

  Complex Organizations

  Transformation

  Innovation

  Industry

  Technology

  Digitization and Modernization

  Financial Acumen

  Financial Expert

  Risk Management

  Legal or Corporate Governance

  Mergers & Acquisitions

  Social, Climate, and Environmental

  Exemplification of Russ Kelly Family

  Characteristics

  Audit Committee (other than Kelly)

  Compensation Committee (other than Kelly)

  Governance & Nominating Committee

  (other than Kelly)

●

●

●

  Tenure and Independence

  Board Tenure (years)

  Independence

  Demographics

  Age

  Gender Identity

  African American or Black

  Alaskan Native or American Indian

  Asian

  Hispanic or Latinx

  Native Hawaiian or Pacific Islander

  White

  Two or More Races or Ethnicities

  LGBTQ+

  Did Not Disclose Demographic Background

“Kelly is proud to have a rich history of diverse representation on its board. The inclusion of diverse voices has guided Kelly’s evolution and is playing a crucial role in enabling the bold decisions that upderpin the company’s strategy for growth.”

Donald Parfet

Chairman of the Board

DONALD R. PARFET

Age: 69

Director since: 2004

Chairman of the Board

Independent

PETER W. QUIGLEY

Age: 60

Director since: 2019

Chief Executive Officer

Board Committees:    

•  None

Board Committees:    

•  None

Principal Occupation and Directorships:

•  Managing Director, Apjohn Group, LLC (2001 - present)

•  General Partner, Apjohn Ventures Fund (2003 - present)

•  General Partner, Apjohn Ventures Annex Fund (2010 - present)

•  Director, Rockwell Automation, Inc. (2008 - present)

•  Director, MASCO Corporation (2012 - present)

•  Director, Sierra Oncology Inc. (2015 - 2019)

Principal Occupation and Directorships:

•  President and Chief Executive Officer, Kelly Services, Inc. (2019 - present)

•  Executive Vice President, President of Global Staffing and General Manager of IT, Global Service, and Global Business Services, Kelly Services, Inc. (2017 - 2019)

•  Senior Vice President, General Counsel, Chief Administrative Officer and Assistant Secretary, Kelly Services, Inc. (2015 - 2017)

Education:

•  University of Michigan, MBA, Finance

•  University of Arizona, BA, Economics

Education:

•  National Law Center at George Washington University, JD

•  University of Michigan, BA

Mr. Parfet was appointed Chairman of the Board in 2018. Prior to being appointed to the Chairman role, he served as the Board’s Lead Director since 2012. He currently leads a business development company and a venture capital firm focused on the development of emerging medicines. He also serves as a director of two large publicly held companies and is a director and Trustee of several charitable and civic organizations. Mr. Parfet brings extensive financial and operating experience to the Board as an executive with responsibilities for numerous global businesses.

GERALD S. ADOLPH

Age: 68

Director since: 2018

Independent

GEORGE S. CORONA

Age: 63

Director since: 2017

Board Committees:

•  Audit

•  Compensation and Talent Management

•  Governance and Nominating

Board Committees:

•  None

Principal Occupation and Directorships:

•  Director, NAACP Legal Defense and Education Fund (1998 - present)

•  Director, Cintas Corporation (2006 - present)

•  Board Chair, Cardinal Spellman High School Board (2022 - present)

•  Trustee, Cardinal Spellman High School Board (2010 - 2022)

•  Senior Partner and other executive positions, Booz & Co. (1981 - 2016)

Principal Occupation and Directorships:

•  President and Chief Executive Officer, Kelly Services, Inc. (2017 - 2019)

•  Executive Vice President and Chief Operating Officer, Kelly Services, Inc. (2009 - 2017)

Education:

•  Harvard Business School, MBS

•  Massachusetts Institute of Technology, MS, Chemical Engineering

•  Massachusetts Institute of Technology, BS, Management Science (Concentration in Organizational Psychology)

•  Massachusetts Institute of Technology, BS, Chemical Engineering

Education:

•  Oakland University, MBA

•  Wayne State University, BSBA

Mr. Adolph joined our Board in March 2018 with over 35 years of experience in growth strategy, mergers and acquisitions, and technology-driven industry changes. He also has governance experience through his past service on the board of Booz & Co. and current service on the boards of Cintas Corp., where he chairs the compensation committee, and the NAACP Legal Defense and Education Fund, where he served as co-chair from 2011 to 2021. Mr. Adolph is a founding board member of Black Economic Alliance and served as a director from 2017 to 2020. He also serves on the board of Abt Associates. His extensive business expertise, strategic perspective, and strong leadership skills make him a valued contributor to the Board.

Mr. Corona served as President and Chief Executive Officer of Kelly from May 2017 until his retirement in September 2019. He had more than 20 years of experience in a variety of executive roles with Kelly, including eight years as Executive Vice President and Chief Operating Officer. Prior to joining Kelly in 1994, he held management roles at Digital Equipment Professional Services Group and Burroughs Corporation. Mr. Corona also serves on the boards of several not-for-profit organizations. He brings significant knowledge of the Company and executive leadership experience to the Board.

ROBERT S. CUBBIN

Age: 64

Director since: 2014

Independent

AMALA DUGGIRALA

Age: 47

Director since: 2022

Independent

Board Committees:

•  Audit

•  Compensation and Talent Management (Chair)

•  Governance and Nominating

Board Committees:

•  None

Principal Occupation and Directorships:

•  Director, Huntington Bancshares Incorporated (2017 - present)

•  Director, First Merit Corporation (2013 - 2017)

•  President and Chief Executive Officer, Meadowbrook Insurance Group, Inc. (2002 - 2016)

Principal Occupation and Directorships:

•  Executive Vice President and Chief Information Officer, United Services Automobile Association (USAA) (2022 – present)

•  Senior Executive Vice President, Chief Operations and Technology Officer, Regions Financial Corporation (2017 – 2021)

•  Director, Innovation Depot (2021)

•  Director, Techbridge, Inc. (2016 - 2020)

Education:

•  Detroit College of Law, JD

•  Wayne State University, BA, Psychology

Education:

•  Columbia University, MS, Technology Management

•  University of Nebraska at Omaha, MBA, International Business

•  Osmania University, BS, Electronics and Communications Engineering

Ms. Duggirala joined our Board in January 2022. She is a leading strategist in digital transformation and technology with more than 24 years of leadership experience with global organizations. In addition to her strong fin-tech background, she brings to the Board extensive experience in vendor management, acquisition due-diligence, integrations, strategic planning, product development, operations, engineering, and data management.

INAMARIE F. JOHNSON

Age: 57

Director since: 2022

Independent

TERRENCE B. LARKIN

Age: 67

Director since: 2010

Independent

Board Committees:

•  None

Board Committees:

•  Audit

•  Governance and Nominating (Chair)

Principal Occupation and Directorships:

•  Chief People and Diversity Officer, Zendesk, Inc. (2018 - 2022)

•  Senior Vice President and Chief Human Resources Officer, Plantronics, Inc. (2015 - 2018)

•  Director, Entrepreneurship for All (EforAll) (2020 - present)

Principal Occupation and Directorships:

•  Executive Vice President, Business Development, General Counsel and Corporate Secretary, Lear Corporation (2008 - 2020)

Education:

•  John F. Kennedy University, MA, Organizational Development and Management

•  University of California, BA, Social Sciences (Emphasis in Human Resources Management)

Education:

•  Wayne State University Law School, JD cum laude

•  Michigan State University, BA (High Honors), Finance

Mr. Larkin is an attorney with 28 years of experience in a business law practice. He retired in January 2020 as a member of the senior management team of a global manufacturing company with responsibility for legal affairs, internal audit, and global business development for mergers, acquisitions, and joint ventures. Mr. Larkin currently serves on the board of two not-for-profit organizations. He brings to the Board a valuable combination of complex problem-solving skills, governance expertise, and global experience.

LESLIE A. MURPHY

Age: 70

Director since: 2008

Independent

Board Committees:

•  Audit (Chair)

•  Compensation and Talent Management

Principal Occupation and Directorships:

•  President and CEO, Murphy Consulting, Inc. (2008 - present)

•  Certified Public Accountant

•  Member of AICPA’s Governing Council (2000 - present)

•  Member of NACD Advisory Councils on Audit Committee Issues and Risk Oversight (2012 - present)

•  Director, Detroit Legal News Company (2012 - present)

Education:

•  University of Michigan, BBA, Accounting

Ms. Murphy is a certified public accountant, former chair of the American Institute of Certified Public Accountants, and former Group Managing Partner of Plante & Moran, LLP, a national accounting firm. The Board determined that Ms. Murphy qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and has the leadership skills to chair the Audit Committee. She brings to the Board analytical capability, understanding of the economics and strategic elements of business, and expertise in enterprise risk management and cyber security.

The Board of Directors recommends a vote “FOR” the election of nine directors.

Audit Committee

All Independent

Compensation and Talent Management Committee

All Independent

Governance and Nominating Committee

All Independent

Members: All Independent

Leslie A. Murphy (Chair)

Gerald S. Adolph

Robert S. Cubbin

Terrence B. Larkin

Meetings in 2021: 5

The Board unanimously determined that each member of the Audit Committee meets Nasdaq’s “financial sophistication” requirements and that Mr. Cubbin and Ms. Murphy each has the financial education and experience to qualify as an “Audit Committee financial expert” within the meaning of SEC regulations.

Key Responsibilities:

•  Oversees and reports to the Board with respect to the quality, integrity, and effectiveness of the Company’s financial statements, accounting, and financial reporting processes, and audits of the financial statements and internal controls over financial reporting

•  Appoints, compensates, and evaluates the qualifications, independence, and performance of the independent auditor

•  Oversees the performance of the internal audit function

•  Oversees the Company’s Enterprise Risk Management Program

•  Reviews and discusses with management the Company’s major financial, security, and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures

•  Monitors the Company’s compliance with legal and regulatory requirements

•  Reviews and approves related party transactions

•  Serves as the Company’s Qualified Legal Compliance Committee with respect to reports of potential material violations by the Company or its officers, directors, employees, or agents, of applicable U.S. federal or state law or fiduciary duty arising under such law, and of the Company’s policies including the Code of Business Conduct and Ethics

Members: All Independent

Robert S. Cubbin (Chair)

Gerald S. Adolph

Jane E. Dutton

Leslie A. Murphy

Meetings in 2021: 8

Key Responsibilities:

•  Develops the Company’s compensation philosophy

•  Designs and administers the Company’s executive compensation programs and policies that are aligned with business and compensation objectives

•  Determines annually, for senior officers (including the CEO), corporate and business unit goals and establishes the level of performance that must be achieved for each

•  Evaluates and determines the compensation of the CEO, senior officers, and Section 16 officers

•  Reviews stock ownership requirements for senior officers and Board members and compliance with the requirements

•  Reviews and makes recommendations to the Board concerning director compensation

•  Reviews and advises the Board concerning CEO and senior officer succession planning and developmental opportunities

•  Appoints, compensates, and oversees the work performed by an independent compensation or legal advisor

•  Oversees the Company’s strategies, initiatives, and programs related to human capital management and determines their effectiveness, including with respect to diversity, equity, and inclusion, workplace and culture, benefits and well-being, employee engagement, performance management, and talent recruitment, development, and retention

Members: All Independent

Terrence B. Larkin (Chair)

Gerald S. Adolph

Robert S. Cubbin

Jane E. Dutton

Meetings in 2021: 4

Key Responsibilities:

•  Develops and oversees compliance with the Company’s Corporate Governance Principles

•  Reviews and makes recommendations to the Board with respect to corporate governance matters generally

•  Engages in succession planning for our Board of Directors

•  Makes recommendations to the Board regarding the size, composition, and leadership structure of the Board and its committees

•  Identifies and assesses the independence, backgrounds, and skills required for members of the Board and Board committees

•  Identifies, considers, and recommends, consistent with criteria approved by the Board, qualified candidates for election as directors, including the slate of directors to be nominated by the Board for election at the Company’s Annual Meeting

•  Oversees the orientation and education of new directors

•  Oversees the annual evaluation process of the Board and Board committees, as well as the director peer review

•  Oversees and periodically reports to the Board on matters concerning the Company’s Corporate ESG Strategy including corporate responsibility and sustainability performance.

Name

Peter W. Quigley

President and Chief Executive Officer

Olivier G. Thirot

Executive Vice President and Chief Financial Officer

Peter M. Boland

Senior Vice President Chief Marketing Officer

Amy J. Bouque

Senior Vice President Chief People Officer

Tammy L. Browning

Senior Vice President President, KellyOCG

Timothy L. Dupree

Senior Vice President President, Kelly Professional & Industrial

Dinette Koolhaas

Senior Vice President President, Kelly International

Daniel Hugo Malan

Senior Vice President President, Kelly Science, Engineering & Technology

Nicola M. Soares

Senior Vice President President, Kelly Education

Vanessa P. Williams

Senior Vice President
General Counsel and
Assistant Secretary

Oversees consideration of strategic issues and risks to the Company as well as management’s actions to address and mitigate those risks. The Board is kept apprised of its committees’ risk oversight activities through reports from the committee chairs presented at regular Board meetings. These reports and Board attention focus on risk management strategy and risks of greatest significance and seek to ensure that risks assumed by the Company are consistent with the Company’s risk tolerance and risk appetite. Risk oversight is also addressed as part of the full Board’s regular oversight of strategic planning.

Audit Committee

Compensation and Talent Management Committee

Corporate Governance and Nominating Committee

•  Plays a key role in the Board’s risk oversight process, particularly with respect to risks that could have a financial impact, such as financial reporting and disclosure, accounting practices, internal controls, conflicts of interest, and compliance with legal and regulatory requirements, and assess the steps and processes management has implemented to monitor and control such exposure

•  Oversees the Company’s overall risk management governance structure, risk assessment, and enterprise risk management processes

•  Reviews all quarterly and annual reports, including any disclosure of risk factors affecting the business

•  Oversees risks associated with information technology security, cybersecurity, and data privacy, and breach preparedness and response plans

•  Oversees the performance of the Company’s Internal Audit function

•  Monitors the qualifications, performance, and independence of the Company’s independent auditors

•  Oversees our compensation plans, policies, and practices to ensure alignment with our Executive Compensation Risk Assessment Framework

•  Reviews the Company’s compensation program risk assessment for employee compensation programs and reports to the Board any compensation program that is reasonably likely to have a material adverse effect on the Company

•  Together with the Committee’s independent consultant, provides input to management regarding their annual assessment of potential risks created by our compensation plans, policies, and practices

•  Sets performance goals under our annual and long-term incentive plans that provide an appropriate balance between the achievement of short- and long-term performance objectives, with emphasis on managing the sustainability of the business and mitigation of risk

•  Manages risk associated with CEO and senior officer succession planning

•  Oversees management of risks related to the Company’s human capital

•  Oversees the Company’s Clawback Policy

•  Manages risk associated with governance issues, such as the independence of the Board and its committees, Board and committee effectiveness and organization, corporate governance, and director succession planning

•  Maintains Corporate Governance Principles and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards and the Company’s Code of Conduct and Insider Trading Policy

•  Annually reviews the Company’s ESG Strategy and monitors associated risk (including reputational)

•  Reviews the skills and experience of the Board and its committees on a regular basis, and as needed for potential candidates to serve on the Board, to ensure the diversity and relevant experience necessary for an effective Board

•  Oversees emergency succession planning for the CEO and Chairman

•  Oversees the orientation and education of directors to ensure clear understanding of their Board responsibilities and the Corporate Governance Principles, Code of Business Conduct and Ethics, and the Insider Trading Policy

Management assesses and manages critical risks, including the execution of the Company’s Enterprise Risk Management (“ERM”) program. The Company’s risk-related departments and functions in collaboration with the Vice President and Chief Risk, Compliance, and Privacy Officer (“Chief Risk Officer”), are responsible for risk assessment and mitigation. With respect to the risk assessment of the Company’s compensation programs, management is responsible for the framework and approach as outlined below under, Risk Assessment of Employee Compensation Programs.

    BUSINESS CONTINUITY PLAN & RESPONSE

Emergency

Management Team

Global, interdepartmental group is empowered to quickly make strategic decisions in response to critical events that affect our employees and facilities.

Communications

A comprehensive protocol which leverages a variety of methods, including e-mail, audio calls, and text messaging, to maintain communication with employees, clients and vendors/suppliers.

Continuity of Operations

The depth and breadth of our field network and our operations allow us to shift sites to support customers from a remote location.

Business Continuity Plan Testing

Kelly’s Business Continuity and IT Disaster Recovery programs are tested at least annually. Most recently, the Business Continuity Plan was tested in September 2021, and the Disaster Recovery Plan in October 2021.

Pandemic Planning

Specific Business Continuity planning for pandemics includes infections control measures, communication, education, and travel safety mechanisms.

The Company’s Executive Compensation Program Risk Assessment

Framework takes into consideration the following guiding factors:

•  Short- and long-term incentive performance measures and equity award types do not encourage excessive risk-taking

•  A balanced compensation structure that includes an appropriate mix of fixed and variable cash and equity; with a balance of short- and long-term incentive opportunities

•  Performance criteria and corresponding objectives include a balance of performance and the quality of such performance; include the appropriate use of top line vs. bottom-line metrics; and use annual and long-term measures that complement each other

•  Well-designed plans that do not include steep payout curves, uncapped incentive payouts, or misaligned payout timing

•  Incentive plans tested for multiple scenarios under realistic assumptions to ensure that potential payouts are reasonable relative to results

•  Conduct a thorough and qualitative assessment of the achievement, quality, and sustainability of results

•  Benchmarked incentive plan payouts relative to performance, to ensure competitive practices in comparison with a representative peer group and general industry

•  Implementation of risk-mitigating features such as a clawback policy that applies in certain circumstances (e.g., the restatement of financial results) and a policy that requires a portion of the shares received from incentive award payouts to be retained by the participants through ownership/retention requirements

•  Incentive plan governance includes involvement at a variety of levels from the Compensation and Talent Management Committee to various corporate functions including Corporate Governance, Compensation, Finance, HR, Legal, and the Committee’s outside compensation consultant

•  Potential risk discussed with the Compensation and Talent Management Committee, recorded in Committee minutes, and discussed in the Compensation Discussion and Analysis section of the Company’s Annual Proxy Statement

Linkage of incentive measures with business objectives, analysis of total compensation market data, determination of design elements/payout threshold levels, potential range of payouts, and timely and accurate tracking of performance data

Modeling, approval, and communication of incentive plans

Calculation, audit, approval, and communication of incentive payments

Annual plan reviews to ensure planned design updates align with business goals and budgets, and do not present a material risk to the Company

Kelly’s Corporate Sustainability and ESG Strategy – Growing with Purpose

The challenges created by the pandemic resulted in strategic realignment by many companies to remain competitive. For Kelly, 2021 was still a challenging year that pushed us to be better in order to meet the demands of business opportunities. 2021 was also a year in which we took the opportunity to evaluate our first four years of Sustainability and ESG progress and improve our strategy for 2022-2025. Kelly is committed to robust and voluntary reporting, increasing disclosures around climate change and carbon neutrality, diversity and equity, human capital management, community engagement, and risk governance. One of our priorities in 2021 was to conduct Kelly’s second materiality assessment to define the policies and guidelines that would be used to develop our sustainability agenda for the coming years. This process helped identify the main concerns and actions needed to support the Triple Bottom Line⁽¹⁾. Our materiality assessment analyzed an exhaustive list of sustainability issues that cover all aspects of our business, considering Environmental, Social, and Governance (“ESG”) issues related to external standards⁽²⁾. The 2021 materiality assessment integrated the concept of double materiality to assess the level of risk and impact that each ESG issue could have on the business strategy from a financial perspective. The sixteen topics outlined below were identified as most relevant, and those results will be at the foundation of setting targets, defining KPI’s and determining our baseline for multiple topics during 2022.

The Triple Bottom Line (“TBL”) is a concept that includes social and environmental considerations to the business model, in addition to the financial ones. It measures a company’s degree of social responsibility, its economic value, and its environmental impact.

The Global Reporting Initiative (“GRI”), EcoVadis Assessment, CDP, Sustainable Development Goals (“SDGs”), United Nations (“UN”) Guiding Principles on Business and Human Rights, United Nations Global Compact (“UNGC”), and the World Employment Confederation.

Environmental: Occupational Health and Safety (“OH&S”); Environment

Social: Employees and People; Supply Chain and Customer Relations; Engagement

Governance: Ethics and Business Conduct; Communication and Reporting

Establish a new environmental science-based baseline to define targets in 2021 and moving forward for 2022 and beyond.

Achieved: Although Kelly has been reporting carbon emission following a different accounting methodology and tools; in 2021, the Company’s greenhouse gas (“GHG”) accounting now aligns with the GHG Protocol Corporate Standard methodology. This process has allowed us to increase our measurement scope, and our GHG emissions inventory now includes metrics from our global IT assets, working remotely, employee commuting, waste, and leased assets across global operations. Future targets will be measured against our new 2021 baseline:

Scope 1

Scope 2 (lb.) – Office

Scope 2 (lb.) – Data Centers

Scope 2 – DC (Market-based)

Scope 3

TOTAL GHG emissions

Increase transparency, accuracy, and benchmark our carbon footprint to industry standards

Achieved: In 2021, we aligned our greenhouse gases metrics across scope 1, 2 and 3 to the GHG Protocol: Corporate Standard methodology and we will continue to report progress in our Corporate Sustainability and ESG Report, CDP, and EcoVadis.

3.97 tons of building material waste was recycled from our corporate campus.

Recycled over 141,000 lbs. of paper through the Shred-it^® recycling program, saving over 1200 trees, 493,700 gallons of water, and 26,800 gallons of oil.

28,863.84 pounds of e-waste recycled and over 1,500 units remarketed.

We held our second Supplier Carbon Offset Project where we avoided an estimated 34.7 tons of CO2 emissions into the atmosphere by holding the event virtually. This year our carbon offsetting initiative supported Women-Owned Farmers in Rwanda, Tanzania, and Malawi, through reforestation of native and agricultural species, where we engaged our suppliers and internal team in planting approximately 2,700 trees, exceeding our target of 2,500 trees for One Tree Planted, our partner in reforestation efforts.

Our Absolute Zero program continued to record the lowest recordable incident rate against the industry standard for the last 10 years, demonstrating Kelly’s leadership on OH&S.

Engage: 4,000 hours of volunteer work with 20% employee participation by December 2021.

Achieved: Exceeded our service day volunteer hours goal with more than 900 employees contributing over 6,900 volunteer hours in social impact and a 21% participation rate.

Human Rights: publish global Human Rights policy with alignment to global initiatives that include the International Labour Organization (“ILO”) Convention and the UN Guiding Principles on Business and Human Rights.

Achieved: Emphasizing our commitment to ethical business practices, Kelly published a global Human Rights policy applicable to all employees, customers, suppliers and interested parties, in July 2021.

Accelerate Kelly’s Diversity, Equity, and Inclusion (“DEI”).

Ongoing: there are continuous efforts in place to strengthen, accelerate and integrate DEI practices into all Company policies, programs, products, processes, and behaviors.

Seven affinity groups established in 2020 and operating globally in 2021.

Employee contributions of over $98,400 USD towards charitable organizations.

Corporate contributions of over $112,000 USD towards social investment programs.

Employee contributions of over $31,000 USD towards the Kelly Relief Fund, providing grants totaling over $14,000 USD to 18 of our eligible full-time and temporary employees affected by natural or human-made disasters.

Received top score on the Human Rights Corporate Equality Index 2022 for the fifth consecutive year.

Over 1,300 Kelly temporary employees trained out of which 91.2% received certifications through our Kelly Certification Institute program.

Introduced the Automation Enablement Center (“AEC”) program offering an automation and learning certification for Kelly internal employees, focused on promoting the use of accessible no/low code platforms.

Launched Kelly 33 Second Chances Program, an Equity@Work initiative that provides a second chance for talent with a non-violent/non-relevant criminal history to play a contributing role in the workplace.

Implemented a new, more robust Supplier Code of Conduct, aligned with international frameworks and standards.

Our Diverse Global Supplier Network connected approximately 441 certified small and diverse suppliers to our Kelly network in 2021.

Ongoing COVID-19 response:

Protecting the health and safety of employees during the COVID-19 crisis was our top priority, and in response we implemented and continue to maintain significant operating environment changes that we determined were in the best interest of our employees and talent, as well as the communities in which we operate, and which comply with government regulations. While the COVID-19 crisis has been mostly controlled, Kelly remains vigilant of health and safety mandates, protocols and procedures that can help our stakeholders remain safe.

Provided immediate and frequent communications to all employees using multiple channels that included: emails, text messages, social media, periodic webcasts, and leadership messages. Maintain a specific page on our web site and also the Kelly Cares Hotlines to facilitate and stay connected through updated information and active communications.

We partnered with health care providers to offer special medical plans and benefits to our employees during the outbreak; some benefits included: waiving COVID-19 treatment cost, provided testing at no cost, and facilitated access to medications.

The Kelly Learning Center extended well-being training on topics such as stress, anxiety management, remote work readiness, among others.

Maintain portal for employees to share stories of success and best practices with talent, customers, and suppliers to help others navigate through similar situations during pandemic conditions.

Established, communicated, and maintained detailed plans for the return of employees to the workplace, to ensure employee confidence in a safe workplace.

Actively and formally communicate our non-financial and sustainability performance to all stakeholders (employees, investors, community, authorities, customers, etc.) by December 2021.

Achieved: In May 2021 we published our 2020 Sustainability Report, prepared in accordance with the GRI Standards: Core Option, Sustainability Accounting Standards Board (“SASB”), and Communication on Progress according to the United Nations Global Compact Guidelines. The report formalizes and discloses our Corporate Sustainability Strategy and outcomes as aligned to the above mentioned ESG framework and reporting guidelines.

Conduct our second materiality assessment with key stakeholders identifying significant ESG issues in order to define performance indicators and initiatives within our sustainability strategy and ESG reporting.

Achieved: Engaged over 600 global stakeholders in materiality assessment process, prioritizing most relevant topics and establishing the model for Kelly’s ESG strategy. The stakeholders engaged in this process were identified across our global operations considering: the number of social dialogues and interactions; the level of influence for our business based on their type of service, industry, and business sector; and the diversity and variety of their representation. The stakeholders who participated in this process were: suppliers, customers, employees, contractors, talent and Kelly’s leadership (ESG Advisory team).

44% of the Board’s Directors are diverse, representing women or diverse members.

Streamlined global policy process into quarterly acknowledgements and integrated trainings.

91% of employees signed the Code of Business Conduct and Ethics.

88% of employees completed global policy training on business ethics and human rights topics.

In 2021 we launched improvements to our Supplier Code of Conduct mid-year, starting with our suppliers with the highest spend and headcount and including changes to how suppliers acknowledge acceptance of each standard.

2021 EcoVadis achievements:

Recognized as a Silver Supplier for fourth consecutive year.

Ranked in top 6% and 88th percentile of companies assessed in the temporary employment agency activities industry.

Placed in top 1% of companies rated in the industry’s environment category and top 5% in the sustainable procurement category.

As of January 2, 2022, we employed approximately 4,500 staff members in the United States and an additional 2,900 in our international locations. The Company’s retention rates for employees identified as high performing and high potential align with our comparable external benchmark.

In addition to our internal employees, the Company recruits talent on behalf of customers on a global basis. In 2021, we placed more than 350,000 individuals in positions with our customers. In instances where Kelly remains the employer of record for talent working at customer locations, it retains certain responsibilities associated with the employees (including ensuring appropriate health and safety protocols in conjunction with our customers), wages, benefits, workers’ compensation insurance, and administration and payment of the employers’ share of applicable payroll taxes. We also offer our Kelly talent access to competitive health and benefit programs while they are working with us.

The Company provides employees with competitive compensation opportunities, aligning employee and stockholder interests with strong pay-for-performance linkages that include a mix of base salary, short-term incentives and, in the case of our more senior employees, long-term equity awards. We believe that our programs provide fair and competitive opportunities that attract, retain, and reward talented individuals who possess the skills necessary to achieve our strategic goals and create long-term value for our stockholders. In addition to cash and equity compensation, we also offer benefits such as life and health (medical, dental and vision) insurance, paid time off, wellness benefits, and defined contribution retirement plans. We review our compensation and benefit programs regularly and respond to changes in market practice. Recent changes have included enhancements to our U.S. paid time off for mental health and well-being, voting and family and parental support. Pay and benefits programs provided to our international employees are in line with competitive local practice.

We consider sustainability to be a guiding principle in strengthening the relationship with our global workforce, suppliers, and customers. We seek to contribute to improving the quality of life of our employees, their families, as well as the communities in which they operate. Designed on the concept of social investment and creating shared values, our approach ensures the creation of future development capacities instead of aiding on isolated occasions. We support initiatives, including offering paid time off to volunteer, where our employees can actively engage in the causes they believe in that are also connected to our sustainability strategy. Through our Equity@Work initiative, we are living our commitment to ensure equitable access to work and growth for all by creating alliances with like-minded companies, policy groups and institutions to positively impact the way companies hire, advance, and help more people thrive.

For more information on our diversity, equity, and inclusion and community involvement initiatives, please see our Sustainability Report at kellyservices.com.

Using the Company’s Corporate Governance Principles, Board Composition Matrix and Board self-evaluation process, the Committee (or subcommittee) evaluates the size, composition, priorities, and needs of the Board with respect to its desired experience, skills, and diversity in consideration of the Company’s current and anticipated business needs and strategies.

The Committee instructs the search firm to provide an initial pool of candidates that reflect gender, race, ethnic and cultural diversity, possess the core qualifications required, and includes the specific experience and skills as identified during the evaluation of current board composition. The Committee also encourages and considers candidate submissions from other directors and members of Company management.

Through meetings with the Committee, a screening process of potential candidates is conducted with the independent external search firm that includes a thorough review of identified candidates’ qualifications, potential conflicts, independence, backgrounds, and experience to assess how each candidate fits the needs of the Company and Board. The candidate pool is narrowed for individual interviews with the Committee and full Board.

Interview feedback is assessed, and the Committee recommends final candidate(s) to the full Board for appointment.

The full Board appoints new director(s), who then stand for election by stockholders at the next Annual Meeting.