UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 12, 2024, Kelly Services, Inc. (the “Company”) announced that Troy R. Anderson has been named Executive Vice President and Chief Financial Officer designate, with a target start date of October 14, 2024. Following an orderly transition of responsibilities, Mr. Anderson will succeed Olivier Thirot, the Company’s current Executive Vice President and Chief Financial Officer, who on July 8, 2024, informed the Company of his intention to retire as an officer of the Company. Upon completion of the transition, Mr. Thirot will continue to serve as a strategic advisor to the Company.
Mr. Anderson, age 57, most recently served since September 2019 as Executive Vice President and Chief Financial Officer of Universal Technical Institute, Inc. (NYSE: UTI), a leading provider of education programs to prepare the workforce in transportation, skilled trades, energy and healthcare. Prior to joining Universal Technical Institute, he was Vice President, Global Finance and Corporate Controller for Conduent, Inc. (Nasdaq: CNDT), a business process services company, since 2017. Previously, Mr. Anderson held senior financial roles at Xerox, Inc., including Senior Vice President and Chief Financial Officer for the Public Sector Industry Services Group and Director of Investor Relations. Mr. Anderson received Bachelor of Science degrees in Accounting and Business Administration with a concentration in Finance from Salisbury University, and a Master of Business Administration with a concentration in Finance from the University of Maryland.
Pursuant to the terms of an employment offer letter provided to Mr. Anderson by the Company (the “Offer Letter”), Mr. Anderson’s annual base salary will be $650,000 and will be reviewed periodically as part of the Company’s compensation review process.
Mr. Anderson will participate in the Company’s Short-Term Incentive Plan (“STIP”) with a target opportunity of 85% of earned annual salary. For 2024, his STIP award will be prorated based on his employment start date. Beginning with the 2025 grant, Mr. Anderson will be eligible for consideration to receive awards under the Company’s Long-Term Incentive Plan (“LTIP”), as granted and approved by the Compensation and Talent Management Committee of the Company’s Board of Directors. The anticipated target award opportunity is 150% of annual salary, with earned performance shares ranging from 0% to 200% of the target award based upon the achievement of LTIP goals.
Mr. Anderson will receive a cash sign-on payment of $750,000 upon beginning his active employment with the Company. The payment will be subject to recovery by the Company if Mr. Anderson voluntarily terminates his employment with the Company or his employment is terminated by the Company for cause (as defined in the Company’s Senior Executive Severance Plan) within two years after his initial employment date.
Upon beginning his active employment with the Company, Mr. Anderson will be granted shares of restricted stock valued at $3,500,000 in accordance with the terms of the Company’s Equity Incentive Plan. The number of restricted shares will be determined based on the closing price of the Company’s Class A common stock as of the grant date. The restricted shares will vest over a two-year period, with one-half of the shares vesting on each anniversary of the grant date.
Mr. Anderson will be entitled to participate in certain other employment benefits available to the Company’s senior executive officers, including relocation assistance, group life and healthcare insurance and participation in the Company’s Management Retirement Plan, a non-qualified defined contribution deferred compensation plan for highly compensated employees.
Mr. Anderson will be subject to the Company’s stock ownership requirements applicable to senior executive officers as well as the Company’s share trading blackout and pre-clearance policies and Incentive Compensation Recovery (“Clawback”) Policy.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Offer Letter between Kelly Services, Inc. and Troy R. Anderson.* | |
| 99.1 | Press release dated September 12, 2024 issued by Kelly Services, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Portions of this exhibit have been omitted. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| KELLY SERVICES, INC. | ||||||
| Date: September 12, 2024 | /s/ Vanessa Peterson Williams | |||||
| Vanessa Peterson Williams | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||