Letter to Shareholders

April 15, 2024

Dear Shareholders,

“The change we set out to create within Kelly is no longer hypothetical; our transformation is delivering results. I am confident that the collective strength and resilience of Team Kelly will continue to propel us forward on our journey in 2024, as it has over the past 77 years.”

Peter Quigley, President and CEO  

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With appreciation,

 

Terrence B. Larkin Chairman of the Board				Peter W. Quigley President and CEO

 

“After serving for more than a decade as a member of Kelly’s board of directors, I have never been more optimistic about the company’s future than I am today. I am grateful for the privilege to lead this board as chairman and work together with its distinguished members to carry out our responsibility to Kelly’s shareholders as the company accelerates forward into a new era of profitable growth.”

Terrence Larkin, Chairman of the Board  

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Notice of Annual Meeting of Shareholders

2024 Annual Meeting of Shareholders

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Table of Contents

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. Please refer to the complete Proxy Statement and Kelly’s 2023 Annual Report before you vote.

2024 Annual Meeting of Shareholders Details

Date and Time				Place				Record Date
Thursday, May 9, 2024 at 12:00 p.m., Eastern Daylight Time				Virtual Meeting: kellyservices.com				Close of Business, Eastern Daylight Time, March 21, 2024

Proxy Voting Roadmap

Proxy Summary

Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a plurality vote.

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Proxy Summary

Corporate Governance Highlights

Kelly is committed to sound corporate governance as a means of enhancing long-term shareholder value. The following table summarizes certain of our governance practices and processes.

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Proxy Summary

Meet Today’s Kelly

We’re building on 77 years of industry leadership.

A Year in Review

2023 marked a year of macroeconomic headwinds and challenging staffing market dynamics as employers in most sectors maintained a guarded approach to hiring and focused on retaining their current workforce amid ongoing economic uncertainty. In more resilient pockets of the economy, where employers need talent, the supply of candidates to fill open roles remains constrained. These dynamics put pressure on our business as the year progressed, and while we captured available growth opportunities, the macroeconomic effects became more noticeable in certain parts of our portfolio.

We remain focused on the future and are taking aggressive action on our transformation journey to improve Kelly’s profitability and accelerate growth over the long term. Since announcing the transformation in May, our business unit and enterprise function teams, together with the Transformation Management Office, made substantial progress on multiple initiatives to drive organizational efficiency and effectiveness. The actions taken to date include restructuring our full-time and in-house temporary employee headcount, and renegotiation of supplier agreements and real estate contracts to deliver structural cost savings.

We also committed to finding new avenues of growth, including a refreshed go-to-market strategy to deliver more Kelly solutions to our large enterprise customers to enhance our customer value as we move into 2024. Notwithstanding our focus on these enterprise customers, we remain committed to delivering the highest quality of service to customers regardless of spend or size. For example, we enhanced our local delivery model and rolled out our Kelly Now mobile application across the U.S to meet the needs of clients and talent.

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Proxy Summary

We completed the sale of our European staffing operations on January 2, 2024 and moved forward with a further streamlined operating model focused on North American staffing and solutions and global Managed Service Provider (“MSP”) and Recruitment Process Outsourcing (“RPO”) solutions.

Together these changes represent structural shifts in Kelly’s operations, delivering meaningful improvement to the Company’s EBITDA margin which we expect to continue into 2024 and beyond.

2023 Financial Highlights

Full Year 2023 Financial Summary

Portfolio Progress

Our M&A activities are shifting our portfolio.

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Proxy Summary

Our Operating Model Aligns to these Specialties (As Reported, by Business Unit)

Our priorities for each segment are clear.

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Proxy Summary

Select Awards and Recognitions

We’re the best company for business and talent to work with. We’ve been recognized around the world and across the spectrum for what we do.

Kelly Earns 2024 Military Friendly® Spouse Employer Designation   This marks the eighth year of recognition of the workforce solutions provider for its commitment to connecting veterans and their spouses to work in ways that enrich their lives.		Kelly Receives Excellence in Supplier Diversity Award from Great Lakes Women’s Business Council   The award honors corporate members that have successfully integrated supplier diversity and have meaningful results in certified Women Business Enterprise (WBE) spend.		Kelly Named a Top 100 Company for Hybrid Jobs by FlexJobs   Based on an analysis of approximately 58,000 companies and their hybrid job posting histories in the FlexJobs database between September 1, 2022, and August 31, 2023.
Kelly Named One of the World’s Best Companies by TIME Magazine   TIME and Statista named the 750 companies changing the world, based on a formula of revenue growth, employee-satisfaction surveys, and ESG data, and Kelly is on the list.		Kelly Named a 2023 MMSDC ACE Award Recipient for Professional Services & Staffing   The Michigan Minority Supplier Diversity Council’s ACE awards recognize the best of the minority business community as well as the corporations that advocate and contract with them.		KellyOCG Named to HRO Today’s EMEA RPO Baker’s Dozen List 2023   KellyOCG named to HRO Today’s EMEA RPO Baker’s Dozen list for the third year in a row. The Customer Satisfaction Ratings are based solely on feedback from buyers of the rated services.
KellyOCG Named to HRO Today’s APAC RPO Baker’s Dozen List 2023   KellyOCG named to HRO Today’s EMEA RPO Baker’s Dozen list for the third year in a row. The Customer Satisfaction Ratings are based solely on feedback from buyers of the rated services.		KellyOCG Named to HRO Today Enterprise RPO Baker’s Dozen List 2023   HRO Today is the premier global HR network and content community. The Baker’s Dozen Customer Satisfaction Ratings are based solely on feedback from buyers of the rated services.		Kelly Named a Global Champion for Supplier Diversity & Inclusion   Kelly received the highest level of recognition – platinum – for its commitment to inclusive supplier spending, policies, and procedures for the fifth consecutive year.

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Proxy Summary

Kelly Professional & Industrial Named a Contingent Staffing Leader by Everest Group   Among the business & professional staffing providers, Kelly earned the highest marks for vision and capability, which measure its ability to deliver services to clients successfully.		Kelly Engineering Named a Contingent Staffing Leader by Everest Group   Among the engineering staffing providers assessed, Kelly earned the highest marks for vision and capability, which measure its ability to deliver services to clients.		Kelly Technology Named US IT Contingent Staffing Services Major Contender by Everest Group   Kelly Technology’s strong capabilities in sourcing IT skills, combined with a diverse industry portfolio, helped to solidify its position as a Major Contender.
KellyOCG Named a Star Performer, Major Contender on Everest Group’s 2023 RPO PEAK Matrix®   KellyOCG’s timely investments in improving its regional coverage, technology capabilities and value-added strategic offerings creates a comprehensive service offering.		KellyOCG Named Services Procurement Leader, Star Performer on Everest Group’s 2023 PEAK Matrix®   KellyOCG’s services procurement portfolio sustained its growth momentum on the back of its consistent efforts to build capabilities across the entire value chain.		KellyOCG Named Contingent Workforce Management Leader on Everest Group’s 2023 PEAK Matrix®   KellyOCG continues to drive value for its clients building on its strong global presence and expertise in catering to diverse client needs across geographies, job categories, and industries.
Kelly Wins Global Impact Sourcing Award Given by IAOP   The prestigious award recognizes organizations that made a significant impact through the practice of intentional employment of people from socio-economically disadvantaged backgrounds.		Kelly Named to 2023 IAOP Global Outsourcing 100 List   The International Association of Outsourcing Professionals (IAOP is the global standard-setting association and advocate for outsourcing professionals and the organizations they support.		Kelly One of the Largest Staffing Firms Globally   Kelly is one of the largest staffing firms globally, according to the 2023 ranking by Staffing Industry Analysts (SIA).

A complete list of the Company’s awards and recognitions is available on kellyservices.com.

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Proxy Summary

Executive Compensation Highlights

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Proposal 1 – Election of Directors

The Board of Directors nominated nine individuals for election as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2023 Annual Meeting of Shareholders.

Directors will be elected by a plurality of the votes cast by holders of Class B Common Stock who are present in person, or represented by proxy, and entitled to vote at the Annual Meeting. Our controlling shareholder, the Terrence E. Adderley Revocable Trust K (“Trust K”), has indicated its support and intention to vote for each of the director nominees.

We do not contemplate that any of the nominees will be unavailable to serve at the time of the Annual Meeting. In that event, however, the persons named in the enclosed form of proxy may vote for the election of a substitute selected by the Board or the Board may reduce its size.

Director Independence

The Board’s Corporate Governance Principles include guidelines for director independence that conform to the listing standards of the Nasdaq Global Market (“Nasdaq”) on which the Company’s common stock is listed and provide that a majority of the Board be comprised of independent directors. Annually, Kelly’s Corporate Governance and Nominating Committee evaluates and makes recommendations to the Board concerning the independence of each director and director nominee, evaluating any relationship with the Company or its competitors, suppliers, customers, service providers, or others that might be construed as an actual or potential conflict of interest.

On February 14, 2024, our Board affirmatively determined that directors Gerald S. Adolph, George S. Corona, Robert S. Cubbin, Amala Duggirala, InaMarie F. Johnson, Terrence B. Larkin, Leslie A. Murphy, and Donald R. Parfet, representing a majority of the Board, are independent.

Board Nominees

Each of our director nominees has been recommended for election by our Corporate Governance and Nominating Committee and nominated by our Board. They are seasoned leaders with an array of diverse leadership experience in public and private companies, nonprofit organizations, and other businesses. They represent diverse backgrounds, experiences, skills, personal attributes, and viewpoints.

The Board believes that this diversity strengthens the Board’s ability to carry out its oversight role on behalf of shareholders and is proud of the Company’s long history of having at least three directors who are women on the Board for the past 15 years. While we do not have a formal diversity policy, the Board will continue to build upon its diversity in connection with future Board membership.

For each of the nine director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, experience, skills, and attributes that the Corporate Governance and Nominating Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2024 Annual Meeting. The charts on diversity, independence, age, tenure, skills, experience, and attributes assume that all director nominees are elected as directors at the Annual Meeting. Age and tenure for each director nominee is effective as of April 15, 2024.

Board Composition

The Corporate Governance and Nominating Committee is responsible for identifying and recommending to the Board qualified candidates for Board membership as well as assessing the experience and skills of the Company’s current directors. The Committee regularly reviews the mix of individual qualifications, experience, skills, and attributes of incumbent directors to assess overall Board composition and define Board succession goals. This includes identifying areas of opportunity, specifically concerning the need to refresh the Board with new members with expertise and experience that would enhance the overall strength of the current Board and the ability of the Company to execute its long-term strategic plan. Ongoing strategic Board succession planning ensures that the Board continues to maintain an appropriate mix of objectivity, skills, and experiences to provide fresh perspectives and effective oversight and guidance to management while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. The Committee’s goal is to build an

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Proposal 1: Election of Directors

effective and well-functioning Board with diverse perspectives and viewpoints that is responsive to the current and anticipated needs of the Company and the long-term interests of shareholders.

The Committee considers the following core qualifications for Board composition that are critical to the success of our business:

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:

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.

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Proposal 1: Election of Directors

Board Composition Matrix (2024)

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Proposal 1: Election of Directors

Board Diversity

 

 

 

 

 

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Proposal 1: Election of Directors

Biographical Information About Director Nominees

		Board Committees ● None   Principal Occupation and Directorships ● Executive Vice President, Business Development, General Counsel and Corporate Secretary, Lear Corporation (2008 - 2020)   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. In 2022 he served as chair of the Governance and Nominating Committee and in May 2023 he was appointed to serve as Chairman of the Board. 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 three not-for-profit organizations and one for-profit private corporation. He brings to the Board a valuable combination of complex problem-solving skills, legal and governance expertise, and global experience.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions

		Board Committees ● None   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 ● National Law Center at George Washington University, JD ● University of Michigan, BA   Mr. Quigley was appointed President and Chief Executive Officer of Kelly in October 2019. He has more than 20 years of experience in a variety of roles at Kelly and has served as an officer of the Company since 2004. Prior to joining Kelly, Mr. Quigley held a variety of roles at Lucent Technologies and AT&T Corporation. Mr. Quigley also serves on the Boards of the American Staffing Association, Detroit Regional Chamber, Business Leaders for Michigan, and the Detroit Economic Club. He brings to the Board his leadership experience and extensive knowledge of the Company’s business.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions

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Proposal 1: Election of Directors

		Board Committees ● Audit ● Compensation and Talent Management ● Corporate Governance and Nominating (Chair)   Principal Occupation and Directorships ● Director, NAACP Legal Defense and Education Fund (1998 - present) ● Director, Cintas Corporation (2006 - present) ● Director Abt Associates (2020 - 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)   Education ● Harvard Business School, MBA ● 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   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.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions

		Board Committees ● None   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 ● Oakland University, MBA ● Wayne State University, BSBA   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 to the Board significant knowledge of the Company and executive leadership experience.
Specific Experience and Skills ● Executive Leadership ● Innovation ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Risk Management ● Mergers & Acquisitions

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Proposal 1: Election of Directors

		Board Committees ● Audit ● Compensation and Talent Management (Chair) ● Corporate Governance and Nominating   Principal Occupation and Directorships ● Director, Huntington Bancshares Incorporated (2017 – 2023) ● Director, First Merit Corporation (2013 – 2017) ● President and Chief Executive Officer, Meadowbrook Insurance Group, Inc. (2002 – 2016)   Education ● Detroit College of Law, JD ● Wayne State University, BA, Psychology   Mr. Cubbin is an attorney with 31 years of experience in insurance law. In 2016, he retired as President and Chief Executive Officer following a 30-year career with Meadowbrook Insurance Group. He previously served on the board of directors of three large publicly held companies. Mr. Cubbin is an experienced director with broad-ranging experience in legal, insurance, management, accounting, actuarial, investment, underwriting, reinsurance, and claims. The Board determined that Mr. Cubbin qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions

		Board Committees ● Audit ● Corporate Governance and Nominating   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, Regions Bank (2019 – 2022) ● Director, Techbridge, Inc. (2016 - 2020)   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 with more than 24 years of leadership experience with global organizations. She is a renowned digital transformation and technology strategist with skills in large-scale strategic product delivery, technical innovation, and complex financial management. She brings to the Board a wealth of knowledge in integrations, strategic planning, product development, operations, engineering, data management, and cybersecurity. Ms. Duggirala has significant cybersecurity experience from working in a variety of information technology and data analytics roles, including Chief Operations and Technology Officer at Regions Bank and Chief Technology Officer at other large fintech firms. In 2022, Ms. Duggirala received the esteemed Outstanding 50 Asian Americans in Business Award.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Risk Management ● Legal/Corporate Governance ● ESG/Sustainability ● Mergers & Acquisitions

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Proposal 1: Election of Directors

		Board Committees ● Compensation and Talent Management ● Corporate Governance and Nominating   Principal Occupation and Directorships ● President and CEO, IMJ Consulting, LLC (2023 - present) ● 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) ● Member of CNBC’s Workforce Executive Council (2021 – present)   Education ● John F. Kennedy University, MA, Organizational Development and Management ● University of California, BA, Social Sciences (Emphasis in Human Resources Management)   Ms. Johnson joined our Board in January 2022 with more than 30 years of experience in strategy transformation, human capital management, and operational excellence in multiple industries. She is an accomplished human capital transformational leader championing initiatives that transform the mindsets and behaviors that shape a culture. Ms. Johnson has extensive human capital management experience acquired from her previous HR leadership roles with several large organizations. Her expertise in organizational development and management provides the Board with a fundamental view on employee experience, talent acquisition, development, and diversity, equity, and inclusion. Ms. Johnson was recognized by The California Diversity Council as one of California’s Most Powerful & Influential Women.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Risk Management ● ESG/Sustainability ● Mergers & Acquisitions

		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. In honor of her dedication to the highest standards of director education and ongoing learning, Ms. Murphy has received both the NACD Directorship Certification and the American Institute of Certified Public Accountants’ (AICPA) Cybersecurity Fundamentals for Finance and Accounting Professionals certification.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Industry ● Technology/Digitization/   Cybersecurity ● Financial Acumen ● Financial Expert ● Risk Management ● Legal/Corporate Governance ● Mergers & Acquisitions

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Proposal 1: Election of Directors

		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 - 2022) ● Director, Rockwell Automation, Inc. (2008 - present) ● Director, MASCO Corporation (2012 - present) ● Director, Sierra Oncology Inc. (2015 - 2019)   Education ● University of Michigan, MBA, Finance ● University of Arizona, BA, Economics   Mr. Parfet served as Chairman of the Board from 2018 – 2023 and served as the Board’s Lead Director from 2012 – 2018. 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 to the Board extensive financial and operating experience as an executive with responsibilities for numerous global businesses.
Specific Experience and Skills ● Executive Leadership ● Transformations ● Innovation ● Industry ● Financial Acumen ● Legal/Corporate Governance ● Mergers & Acquisitions

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Corporate Governance

Compliance with Nasdaq Independence Standards for Non-Controlled Companies

Nasdaq, where the Company’s common stock is listed, established exemptions from its governance requirements for “controlled companies,” defined as companies in which a single person, entity, or group holds more than 50% of the voting power for the election of its directors. The Company is a “controlled company” because Trust K, discussed below, has the power to vote approximately 94.5% of the Company’s outstanding shares of Class B Common Stock.

In keeping with the Company’s historic recognition of the importance of having a majority of independent directors, the Company elected to comply voluntarily with all the Nasdaq listing standards that otherwise do not apply to controlled companies. Thus, a majority of the Board are independent directors and all members of the three Board Committees, Audit, Compensation and Talent Management, and Corporate Governance and Nominating, are independent.

Prior to his death in October 2018, Terence E. Adderley, our former Chairman, was the trustee of Trust K. Upon his death, Trust K became irrevocable and, in accordance with the provisions of the trust, Andrew H. Curoe, David M. Hempstead, and William U. Parfet were appointed as successor trustees (the “co-trustees”). The co-trustees act by a majority vote when making investment decisions with respect to the voting shares held by Trust K. The co-trustees, acting as a majority, have sole voting and investment authority over Trust K and cannot be removed or replaced by the beneficiaries of Trust K.

William U. Parfet, a co-trustee, is the brother of Donald R. Parfet, director and former Chairman of the Board. In determining that Donald R. Parfet is an independent director, the Board considered, among other things, that Donald R. Parfet and William U. Parfet are financially independent of one another, that the co-trustees are required to act by majority vote and that none of the co-trustees serves as an officer or director of the Company or has any personal financial interest in Trust K that could benefit from actions taken by the Board.

Role of the Board of Directors

The Board bears responsibility for the oversight of management on behalf of shareholders to ensure long-term value creation. The Board oversees and provides guidance for the Company’s business, property, and affairs. On an ongoing basis, the Board oversees management’s development and implementation of the Company’s strategy and business planning process, and monitors performance relative to the achievement of those plans. The Board sets the tone at the top to support a corporate culture that emphasizes ethical standards, professionalism, integrity, and compliance. The Board and its committees consider long-range strategic issues and material risks facing the Company, together with management’s actions to address and mitigate these risks; oversee corporate policies and processes to promote and maintain the integrity of the Company’s financial reporting and controls, legal and ethical compliance, and relationships with customers and suppliers; review the Company’s environmental, social and governance (“ESG”) and sustainability practices and strategies; and provide oversight relative to the compensation of senior management, leadership development, and management succession planning.

As part of its oversight of the strategic direction of the Company, senior leadership presents to the Board at the beginning of each year the annual business plans for each business unit and the consolidated annual business plan for the Company as a whole. At each subsequent meeting throughout the year, management shares quarterly performance results for each business unit and the whole Company, and the Board benchmarks these outcomes to the annual plans. Each year, the Board engages in a two-day offsite strategic planning meeting with management where it conducts a comprehensive review and discussion of the Company’s strategic direction and goals over the short-, medium-, and long-term, as well as management’s plans to achieve such goals. At least twice each year, the business unit presidents provide an in-depth review and update of their businesses to the Board, which includes a review of the strategic goals of the business and business performance relative to business strategy.

Board Leadership and Governance Structure

The Company’s Board structure affords independent Board leadership and the flexibility to ensure a diverse, independent and effective Board. At the present time, the roles of the Chairman of the Board and the Chief Executive Officer are separate, with the Chairman being an independent director, which provides independent Board leadership and allows the Chief Executive Officer to concentrate on the Company’s business. Terrence B. Larkin serves as Chairman of the Board and Peter W. Quigley serves as Chief Executive Officer.

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Corporate Governance

The Chairman of the Board’s duties include consulting with and advising our Chief Executive Officer, presiding over meetings of the Board and, together with our Chief Executive Officer, presiding over meetings of shareholders. The Chairman of the Board’s duties also include providing effective leadership to the Board including ongoing monitoring of its performance, compliance with governance requirements and best practices, serving as liaison among the Chief Executive Officer and the independent directors, establishing the annual schedule for Board meetings (in consultation with the Chief Executive Officer), developing and approving agendas for Board meetings, working with the Chief Executive Officer to ensure that information flows to the Board to facilitate understanding of, and discussion regarding, matters of interest or concern to the Board, approving the information sent to the Board for meetings, establishing the schedule and agendas for and presiding over meetings of the independent directors in executive session, providing feedback to the Chief Executive Officer on those executive sessions, authority to call and preside over special meetings of the Board, and facilitating discussions among directors on key issues outside of Board meetings.

In the event that the Chairman of the Board is not an independent director, the Company’s Corporate Governance Principles provide that the independent directors will elect one of their number to serve as Lead Director and fulfill many of the Chairman of the Board’s current responsibilities.

The Chief Executive Officer is responsible for managing the business and affairs of the Company, subject to the oversight of the Board. The Chief Executive Officer’s duties include: providing leadership to the Company’s management team; developing and presenting to the Board the Company’s strategy and long-term plans, medium-term plans and annual budgets, and within this framework, the performance of the business; complying with legal and corporate governance requirements, making recommendations on the appointment and compensation of executive officers, management development, and succession planning; representing the Company externally; consulting with the Chairman of the Board about developments in the Company; and communicating with all directors about key issues outside of Board meetings.

Committees of the Board

The Board has established three standing committees: Audit Committee, Compensation and Talent Management Committee, and Corporate Governance and Nominating Committee. Each committee functions under a written charter adopted by the Board, which is available on the Company’s website at kellyservices.com or to any shareholder who requests a copy. The members, responsibilities, and the number of meetings each of these committees held in 2023 are shown below.

		Audit Committee All Independent				Compensation and Talent Management Committee All Independent				Corporate Governance and Nominating Committee All Independent

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Corporate Governance

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Corporate Governance

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Corporate Governance

Risk Governance and Oversight

Risk is inherent in business, and while management is responsible for managing risk, the Board’s oversight, assessment, and decisions regarding risks occur in conjunction with the other activities of the Board and its committees.

Risk Governance and Oversight Responsibilities

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Corporate Governance

Enterprise Risk Management Program

The Company’s ERM program serves as the primary means of identifying and managing the Company’s key risks. The Company’s ERM team, among other activities, performs assessments of risks to the Company, participates in the development and execution of mitigation programs for critical risks, facilitates the corporate risk appetite and tolerance statement, oversees the privacy governance function, provides risk assessment, guidance, and mitigation related to cybersecurity, and assists in the integration of risk concepts within the Company’s strategic planning process and in alignment with the functional and business risk owners.

The ERM team reports its findings to the Audit Committee on a quarterly basis, providing both written reports and in-person presentations. Its current activities remain focused on mitigation and oversight of specific risk exposures, analysis of the breadth and effectiveness of existing risk management practices, and maturation of measurement and monitoring practices concerning high-priority strategic and operational risks. Current areas of particular emphasis include cybersecurity, artificial intelligence, data privacy, strategic risk , integration of risk appetite practices into the Company’s ongoing operations, wage-hour risk , third-party risk , and improvements to the Company’s compliance governance practices.

The Company’s information technology and internal audit groups provide regular quarterly updates to the Audit Committee with respect to the Company’s proactive approach to cybersecurity and other compliance controls. Controls are reviewed for operational effectiveness and to provide reasonable assurance that: business risk is managed; data, corporate information, and other assets are safeguarded; business processing infrastructure and applications are maintained; and all risks are mitigated to the extent practicable.

The Company’s ERM program provides ongoing risk identification, oversight, guidance, and mitigation in coordination with the Company’s information technology group. Teams from the Company’s information technology, data privacy, and compliance functions coordinate on cybersecurity, artificial intelligence, and privacy governance. This includes internal monitoring to proactively identify potential security threats, maintenance of access controls, asset management, response and recovery activities, and training and awareness programs. The company’s training program provides specialized training on a quarterly basis to employees and directors, including mandatory new hire cyber and privacy training, two focused cyber trainings per quarter, and monthly training exercises for identifying phishing attempts. Evaluation of these practices is reported to the Audit Committee on a quarterly basis.

In addition to the reports submitted quarterly by the Company’s Chief Risk Officer, the Vice President of Internal Audit independently assesses the Company’s risk management process and separately reports on the effectiveness of the Company’s risk identification, prioritization, and mitigation processes to the Audit Committee.

The ERM team plays a key role in the Company’s response to domestic and global crises, e.g. the COVID-19 pandemic and the Russian invasion of Ukraine, providing Board updates and scenario planning regarding impacts on cybersecurity, employee health and safety, corporate operations, and global markets.

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Corporate Governance

Risk Assessment of Employee Compensation Programs

Annually, at its February meeting, the Compensation and Talent Management Committee reviews management’s Compensation Program Risk Assessment Report, prepared by the Company’s Compensation group and reviewed by the Company’s General Counsel. The review and update of the Executive Compensation Program Risk Assessment Framework occurs, as needed, including review by the independent compensation consultant, to ensure a robust and comprehensive assessment process.

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Corporate Governance

To assess the risk of employee compensation programs below the executive level, the Company’s Compensation group implemented an internal Governance Committee to review and approve plan design and address any significant issues that arise. The Governance Committee utilizes its Global Incentive Plan Design and Risk Mitigation Framework to consider alignment to the Company’s strategy and risks associated with the following elements of the design and implementation of each incentive plan:

After due consideration of management’s 2023 Compensation Program Risk Assessment Report, the Compensation and Talent Management Committee concluded that the Company’s compensation programs do not create a reasonable likelihood of a material adverse effect on the Company.

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

Kelly recognizes the critical importance of sustainability in addressing the world’s most pressing environmental and social challenges. Kelly’s approach is based on the concept of creating shared value. We aim to create economic value by addressing societal needs and going beyond traditional corporate social responsibility. Our focus on sustainable growth helps us manage risks efficiently while we continue to develop long-term business opportunities.

In 2023, our Corporate Sustainability and Environmental, Social, and Governance Strategy (“ESG Strategy”) was primarily focused on strengthening relationships and alignment between our key corporate functions and business teams, which continue to set the stage for our sustainability goals moving forward. To ensure alignment, we expanded our ESG Advisory Committee with a representative from each of our Business Units. Additionally, we integrated our sustainability and ESG efforts with Enterprise Risk Management for optimal organizational synergy. From strengthening relationships with stakeholders through community focus and an emphasis on skills-based volunteering, to eliminating barriers to accessing work opportunities with programs like Equity@Work, we consistently create shared value.

Our ESG Strategy aligns to Kelly’s Enterprise Goals and growth strategy with seven core pillars responding to stakeholder expectations and critical risks and opportunities across environmental, social, and governance issues. These core pillars are based on nine United Nations Sustainable Development Goals (“UN SDGs”) and support all programs and initiatives within our Corporate Sustainability and ESG strategy to ensure that internal resources and activities positively impact our triple bottom line.

Stakeholder engagement: We continually engage with diverse stakeholders through various ongoing initiatives and activities to better understand their concerns and deliver added value of our services.

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Corporate Governance

Stakeholder Perception Analysis (formerly referred to as Materiality): Our ESG Strategy is anchored in a formal assessment that analyzes environmental, social, and governance issues with respect to stakeholder relevance, the severity to business risk, and the impact on our business success. We conducted our latest assessment in 2021 through surveys, with participation from a group of diverse stakeholders representing suppliers, customers, Kelly employees, talent, and other stakeholders. Kelly’s most recent assessment considered a “double materiality” analysis to assess the level of risk that each ESG issue could have on the business from a financial and non-financial perspective, including our license to operate and impact on the overall value of our organization.

Board ESG Oversight: Our Board of Directors is responsible for overseeing the effective execution of our ESG strategy along with multiple Board committees that oversee various ESG topics. Our Governance and Nominating Committee provides oversight to Corporate Governance principles and ESG strategy policies, initiatives, and associated risk. Our Audit Committee plays a key role in the Board’s risk oversight process particularly with financial impact risk, and risks associated with information security. Our Compensation and Talent Management Committee provides oversight to talent attraction, retention, and compensation plans, policies, and practices. Senior management reports to the Board on key ESG topics at least bi-annually through our ESG Advisory Committee comprised of a diverse and multidisciplinary leadership team.

2023 Goals and Achievements

Beginning in 2022, our strategy shifted focus to long-term sustainability goals. These goals address the interconnected challenges of social, economic, and environmental sustainability, with the intent to balance the needs of present and future generations. In 2023, we continued to report on progress towards these objectives, and to show transparency and accountability in our actions.

Environmental:

Kelly is committed to protecting our planet for future generations. Our environmental initiatives focus on providing safe and sustainable work environments for our employees and talent while mitigating the environmental footprint of our operations.

2023 Environmental Highlights:

Green House Gas (“GHG”) emission reduction. We continue to adjust our carbon emissions and improve calculation methodologies across all scopes, while expanding the approach of Scopes 1 and 2 to include global locations within our operational control. In 2023, we updated our climate risk assessment and continued to pursue a climate strategy to mitigate, remove, and compensate for our impact, and align emission reduction targets to limit global warming to a 1.5°C ambition level by 2050. We use a climate change scenario approach to help us explore different possible outcomes and inform decision-making and planning. We communicate our progress on climate-related disclosure metrics through our annual Corporate Sustainability and ESG report, Carbon Disclosure Project (“CDP”), and external sustainability assessments that evaluate our performance.

Workplace safety solutions and performance across our specialty businesses. Since 2010, Kelly has maintained our zero-injury program, Absolute Zero. In 2023, the Company outperformed our peers in the staffing industry by 91% Total Recordable Incident Rate (“TRIR”) and 92% Days Away/Restricted and Transferred Incident Rate (“DART”) compared to 2022 Bureau of Labor Statistics (“BLS”) industry averages. Current year industry averages were not available at the time of publishing. We began developing a technology tool within our internal risk management system that will allow us to track impactful metrics and capture incidents and accidents more consistently. The Company has one Certified Safety Professional (“CSP”) and one Certified Industrial Hygienist (“CIH”) on staff to serve as a resource to our clients and talent.

Social:

Kelly’s noble purpose is to connect people to work in ways that enrich their lives. We strive to contribute to a more inclusive and equitable workforce that creates better access, opportunities, fair treatment, and advancement for all people so that they may contribute to communities where they live and work. This drives our actions and allows us to create shared value for all our stakeholders.

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Corporate Governance

2023 Social Highlights:

Equity@Work as a shared value proposition. In 2023, we helped remove barriers to employment for approximately 5,639 individuals. Partnering with 45 clients across multiple industries including automotive, manufacturing, agriculture, logistics, and pharmaceuticals, we removed barriers such as testing, unnecessary interviews, and restrictive background and drug screens, to connect qualified individuals to meaningful work. Clients implementing Equity@Work see positive outcomes, including reduced turnover and improved fill rates. We engage with entities such as the Departments of Corrections in Iowa, Pennsylvania, Kentucky, Tennessee, and Missouri, as well as impactful non-profits like the Vera Institute of Justice, Responsible Business Initiative for Justice, and the Second Chance Business Coalition. Partnering with organizations and industry allies such as the American Staffing Association (ASA) and CEO Action, we amplify initiatives like Equity@Work and the Kelly33 second chance hiring program.

Giving back in communities where we live and work. We launched a new technology platform to capture corporate volunteering and empower our employees with volunteering and giving initiatives, while increasing collaboration on social impact opportunities. In 2023, we achieved over 6,600 hours of volunteering, engaging more than 840 employees in the U.S. and Canada.

Kelly employees contributed over $26,800 towards our Kelly Relief Fund and roughly $7,200 in grants were distributed to support 6 employees in need. In addition, approximately 520 employees contributed nearly $71,000 towards charitable giving opportunities during Kelly’s annual benefits enrollment. The Company donated approximately $158,481 towards social investment programs and charitable organizations, committed to increasing education, training, and employment networking opportunities for underserved talent. By investing in local organizations aligned with our business strategy and core values, we increase our shared value and leverage our effort for providing inclusion and equality for the workforce.

Strengthened our Employer Value Proposition (EVP) and engagement. We modified our Kelly employee engagement survey process from a large, annual survey to quarterly pulse checks with intentional focus on more real-time and actional feedback especially as 2023 was a year of significant business transformation. Our year-end engagement score remained healthy at 75%. We also incorporated elements into internal onboarding , and communications with candidates, to highlight aspects such as work-life balance, learning and development, collaboration, cohesion, and organizational culture.

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Corporate Governance

Our eight Affinity Groups bring together over 930 employees who share similar affinities, backgrounds, and life experiences, as well as their allies. They focus on providing support, enhancing professional and personal development, and networking within the workplace. They are employee-led, collaborative groups who are committed to positively impacting our DEI pillars; Workforce, Workplace, Marketplace. In 2023, the Affinity Group’s conducted over 100 events including:

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Corporate Governance

Our Diverse Global Supplier Network connected approximately 465 diverse and underrepresented suppliers to our Kelly network in 2023. While this number is down from 2022, Kelly was still able to increase the impact of our program with diverse spend under management with diverse suppliers growing from $1.8B in 2022 to $2.2B in 2023.

Governance:

Kelly is committed to doing the right thing, conducting ourselves in a legal, ethical, and trustworthy manner, strictly upholding our regulatory obligations in every country we operate and complying with the letter and spirit of our business policies and values. Our commitment is to hold ourselves accountable for our actions and goals.

2023 Governance Highlights:

The production of our Growing with Purpose – Corporate Sustainability and ESG report is in accordance with Global Reporting Initiative (“GRI”) standards, Sustainability Accounting Standards Board (“SASB”), United Nations Global Compact (“UNGC”), and Securities and Exchange Commission (“SEC”) disclosures. Our 2022 ESG report that was published in May 2023, can be found on the Company’s website at kellyservices.com.

We continued annual training and acknowledgment of our global policies, with 93.5% of employees acknowledging our Code of Business Conduct and Ethics and completing global policy training on business ethics and human rights topics. We expect compliance with new and updated legislation and standards in all geographies in which we operate. In 2023, we continued ongoing efforts to strengthen Kelly’s protection of personal data with updates to our Information Security policies to ensure the highest information security standards across our network, including the adoption of international standard procedures to ensure ongoing compliance with the European Union’s General Data Protection Regulation (“GDPR”), California’s Consumer Privacy Rights Act, and all other data privacy laws and regulations in the geographies where we do business.

The Company participates in external assessments, such as EcoVadis, to analyze our performance and identify opportunities for improvement, while providing a consistent and transparent measurement for the impact of our ESG Strategy. According to EcoVadis, their rating covers a broad range of non-financial management systems including Environmental, Labor & Human Rights, Ethics and Sustainable Procurement impacts. This is the sixth consecutive year the Company has participated in the annual EcoVadis assessment and our first year to achieve “Gold” status, placing us in the top 3% of companies rated in the temporary employment industry.

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Corporate Governance

Human Capital

Kelly is a talent solutions company dedicated to connecting people to work in ways that enrich their lives, and our employees are critical to achieving this noble purpose. To compete and succeed in a highly competitive and rapidly evolving market, it is crucial that the Company attracts and retains experienced internal employees, as well as the talent we put to work for our customers. As part of these efforts, we strive to offer competitive total rewards programs, promote employee development, foster an inclusive and diverse environment, and give employees the opportunity to give back to their communities and make a social impact.

The Company is committed to the health, safety, and wellness of our employees and talent. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we implement policies and practices that align with applicable laws and regulations and are in the best interest of our employees and talent, and the communities in which we operate.

				In addition to our internal employees, the Company recruits talent on behalf of customers on a global basis. In 2023, we placed more than 500,000 individuals in positions with our customers. When Kelly remains the employer of record for our talent working at customer locations, we retain responsibilities for all assignments (including ensuring appropriate health and safety protocols in conjunction with our customers), wages, benefits, workers’ compensation insurance, and the employer’s share of applicable payroll taxes as well as administration and payment of the employees’ share of these taxes. We also offer our talent access to competitive health and benefit programs while they are working with us.

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Corporate Governance

				The Company is committed to providing employees with competitive, equitable, and fiscally responsible total rewards opportunities. We align internal employee and shareholder 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 shareholders. 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 and encourage our customers to do the same with respect to the talent we recruit on their behalf. Recent internal changes enhance our U.S. benefits program including additional time off for significant life events, a financial advisor program, support programs for certain chronic health conditions, and introduction of a well-being app. Pay and benefits programs provided to our international employees are in line with competitive local practice.

				Since 1946, our founder fought to increase access to work for women, and we’ve long been an outspoken advocate for the value temporary and independent workers bring to the workplace. We are committed to fostering an inclusive, equitable, and diverse workforce, which we believe produces more innovative products and services and results in our customers having access to the best talent in the marketplace. A significant majority of Kelly’s U.S. workforce are women, including a majority of director and above roles. In 2023, the Company was named America’s Best Temporary Staffing Firm by Forbes and one of the World’s Best Companies by TIME Magazine. Additionally, Kelly earned the 2024 Military Friendly Spouse Employer Designation. Kelly is a workplace leader in creating an inclusive environment with diverse teams, aiding our ability to attract and retain high-performing talent. The Company fosters a culture of belonging, where everyone feels welcomed and respected and can thrive as we work together. Kelly promotes employee development and internal career mobility to enable our team to achieve their full potential and ensure we have the evolving workforce capabilities that the future demands.

				We consider sustainability a guiding principle in strengthening the relationship with our global workforce, suppliers, and customers. Through our programs and initiatives, we seek to improve the quality of life of our employees, their families, and the communities in which they live and serve. Designed on the concept of social investment and nurturing shared values, our approach ensures the creation of future development capacities instead of aiding on isolated occasions. We support initiatives where our employees can actively engage in the causes they believe in, that are also connected to our sustainability strategy. For more information on our diversity, equity, and inclusion and community involvement initiatives, please see our Sustainability Report – Growing with Purpose at kellyservices.com.

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Corporate Governance

Director Selection Process

The Corporate Governance and Nominating Committee is responsible for the identification, screening, and recommending qualified candidates for nomination by the full Board. The Board of Directors, together with Corporate Governance and Nominating Committee, is committed to ensuring that: (1) the Board as a whole is composed with the right combination of knowledge, experience, continuity, reputation, and diversity that are pertinent to the Company’s operating environment and strategic direction; (2) the Board has the independence and competence to continue providing the high level of governance and oversight that the Company’s shareholders have come to expect; and (3) there is a seamless transition when a director decides to retire or step down from the Board. Among other aspects of the process, the Board of Directors: identifies the collective mix of desired skills, experience, knowledge, diversity, and independence for the Board of Directors, taken as a whole, and identifies potential opportunities for enhancement in one or more of those areas; considers each current director’s experience, skills, principal occupation, reputation, independence, age, tenure, committee membership and diversity (including geography, gender and ethnicity); and considers the results of the Board and committee self-evaluations, as well as feedback received during one-on-one interviews of each director. An independent third-party search firm is retained by the Committee, which recommends candidates who satisfy the Board’s criteria. The search firm also provides research and pertinent information related to candidates as requested. Potential candidates are also suggested by several members of the Company’s Board and senior leadership team. An overview of the Board’s director selection process is provided below.

Director Attendance

We expect directors to attend the Annual Meeting of the Shareholders, all Board meetings, and all meetings of the committees on which they individually serve. All directors then in office attended the 2023 Annual Meeting of Shareholders. The Board held twelve meetings during 2023. Director attendance averaged 97.5% of the aggregate number of meetings of the Board and the committees on which they served during 2023. The majority of directors attended 100% of all Board and committee meetings on which they individually served in 2023. The independent directors met in executive sessions at which only they were present at least eight times during 2023.

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Corporate Governance

Size of the Board

Under the Company’s Amended and Restated Bylaws, the number of directors constituting the Board may be fixed by the Board within the range of five to eleven directors. The size of the Board should not exceed a number that, as determined by the Board, will permit it to function efficiently in discharging its duties. There are currently nine members of the Board. Election of all director nominees will result in a nine-member Board immediately following the Annual Meeting.

Director Tenure

The Board does not have term or age limits. The Board believes that the contributions and insight of tenured directors into the Company’s operations and strategy outweigh the perceived value of such limits and facilitate Board effectiveness.

Director Service on Outside Public Company Boards

While there is no specified limit on the number of other public company boards on which a director may serve, the number of board memberships is a consideration, along with any other time commitments a director or nominee may have, in determining his or her ability to serve effectively. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively and have an intention to serve an appropriate length of time in order to make a meaningful contribution to the Board and the Company. A director is expected to engage in discussion with the Chair of the Corporate Governance and Nominating Committee prior to accepting an invitation to serve on an additional public company board or accepting an invitation to chair a committee of a public company board on which he or she currently serves.

Director Orientation and Continuing Education

Management, working with the Corporate Governance and Nominating Committee, provides an orientation program for new directors to facilitate integration into their roles. The program acquaints new directors with the Company’s business, history, vision, noble purpose , strategic direction and plans, competitive landscape, core values, Code of Business Conduct and Ethics, Insider Trading Policy, other corporate governance practices, financial, accounting, and risk management matters, key policies, sustainability strategy, senior leadership, and internal and independent auditors. The program consists of, as appropriate, a comprehensive review of background materials, briefings by senior management, and visits to Company facilities. The Board also developed a mentoring program to provide additional support and resources to new directors. Based on the feedback from our directors, we believe this onboarding approach provides new directors with a strong foundation for understanding our businesses, connects directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations.

Directors are also encouraged to participate in continuing director education programs to help them stay current on emerging practices and issues and in carrying out their responsibilities. These programs include formal education sessions with management or third-party subject matter experts that may occur as part of regular Board or committee meetings, and participation in industry forums on business, financial, accounting, legal, and other subjects relevant to the Company’s business. The Company reimburses reasonable costs and expenses incurred by directors for continuing education that provide updates on issues and programs relevant to public companies and their directors.

Board, Committee, and Peer Evaluation

The Board recognizes that a robust and constructive evaluation process is essential to good governance and enhanced effectiveness. The Corporate Governance and Nominating Committee organizes and oversees an annual evaluation by the Board and its committees of their performance. The evaluation facilitates an examination and discussion by the entire Board and each committee of its effectiveness in fulfilling its charter requirements and other responsibilities, its performance as measured against the Company’s Corporate Governance Principles, and areas for improvement. The evaluation also includes individual director assessments, typically in alternating years.

In 2023, the Corporate Governance and Nominating Committee engaged an independent external advisor to conduct Board and committee evaluations. The independent external advisor also conducted individual director assessments in 2023. The process included the completion of an online self-evaluation with rated and open-ended questions, with follow-up discussions by the advisor on certain individual responses, as needed. Each of the Board’s nine directors participated in the process.

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Corporate Governance

The typical process includes the following:

In addition to the annual formal evaluation, our Chairman, CEO, General Counsel and Corporate Secretary, and Committee Chairs routinely communicate with directors to obtain real-time feedback. The Board believes that this continuous feedback, along with the formal evaluation process, contribute to its overall strength and ongoing effectiveness.

The following actions have been taken by Kelly’s Board and its committees in response to the evaluation process over the years:

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Corporate Governance

Code of Business Conduct and Ethics

The Board is committed to the highest legal and ethical standards and adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all directors, officers, and employees. Each year the Company performs a thorough assessment and benchmarking of the Code of Conduct to ensure regulatory compliance and cultural alignment. The Code of Conduct forms the foundation for compliance with corporate policies and procedures and helps individuals recognize and deal with ethical issues, deter wrongdoing, provide mechanisms to report any concerns, promote honest and ethical conduct, provide full, fair, and timely disclosure, comply with applicable law and regulations, and help foster a culture of honesty and accountability. The Code of Conduct addresses conflicts of interest; anti-bribery/anti-corruption; trade compliance; insider trading; corporate opportunities; confidentiality and privacy; external communications; financial reporting and record keeping; protection and proper use of assets; fair dealing; contract management; acceptable behavior in the workplace; global diversity and inclusion; corporate sustainability; compliance with laws, rules and regulations; risk tolerance; anti-human trafficking and slavery; health & safety and workplace violence; seeking advice and reporting concerns; outside activities; political contributions; public company reporting requirements; and other policies. The Code of Conduct includes an enforcement mechanism. Each of the Company’s Board members, officers, and employees is required to acknowledge their acceptance of the Code of Conduct.

The full text of the Code of Conduct is on the Company’s website at kellyservices.com. This information is also available to any shareholder who requests it from the Company’s Investor Relations department. The Company will disclose future amendments to the Code of Conduct and material waivers of its provisions for its directors and executive officers on its website and/or by filing a current report on Form 8-K within four business days following the date of amendment or waiver, or such earlier period as may be prescribed by Nasdaq or the SEC.

Related Person Transactions and Certain Relationships

Pursuant to the Company’s Code of Conduct, any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Vice President of Internal Audit or the General Counsel. In addition, directors, and executive and other senior officers must complete a quarterly questionnaire that solicits information regarding any transactions or relationships between themselves or their immediate family members and the Company of the types described in Item 404(a) of SEC Regulation S-K (“Related Party Transactions”). Directors and executive and senior officers must seek a determination and obtain prior authorization or approval of any potential conflict of interest (including any Related Party Transaction) from the independent Audit Committee. The Audit Committee, pursuant to its charter, is tasked, among other things, with the responsibility to review Related Party Transactions and other potential conflicts of interest involving directors and executive and senior officers. The Company maintains a formal written policy addressing the reporting, review, and approval or ratification of transactions with related persons.

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Director Compensation

Our approach to director compensation is to appropriately compensate our non-employee directors for the time, expertise, and effort required to serve as a director of a large, complex company and to align the interests of directors with those of shareholders. Compensation levels for our non-employee directors are periodically reviewed for market competitiveness. Non-employee directors receive compensation payments after election by shareholders at the Annual Meeting. Non-employee directors who begin their Board or committee chair service other than at the Annual Meeting receive a prorated amount of annual compensation based on timing of appointment.

Director Compensation Design

The Compensation and Talent Management Committee reviews market benchmarking of non-employee director compensation annually. In 2023, the Compensation Committee engaged its independent compensation consultant, Pay Governance, to evaluate its non-employee Director compensation, which was last increased in 2022. At its meeting following the 2023 Annual Meeting of Shareholders, the Compensation and Talent Management Committee recommended to the Board of Directors that the cash and equity portion of retainers paid to the non-employee Directors, effective beginning May 17, 2023, remain unchanged. Retainers for the Non-Executive Chairman of the Board, Chair of the Audit Committee, and Chair of the Compensation and Talent Management Committee were also maintained. The compensation of our non-employee directors will next be reviewed in 2024, with the assistance of its compensation consultant. The following table illustrates our 2023 non-employee director compensation: