efor-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. ___ )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:




o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

Everforth, Inc.

(formerly known as ASGN Incorporated)

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.


o			Fee paid previously with preliminary materials.


o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Document Type

DEF 14A

Central Index Key

0000890564

Amendment Flag

FALSE

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

April 24, 2026

Dear Fellow Stockholder:

On behalf of your Board of Directors and management, you are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Everforth, Inc. (the “Company” or “Everforth”) (f/k/a ASGN Incorporated), at which you will be asked to vote upon:



1.			the election of Mark A. Frantz, Carol J. Lindstrom and Arshad Matin as directors for three-year terms to expire at our 2029 Annual Meeting of Stockholders;
2.			an advisory vote to approve the Company's named executive officer compensation for the year ended December 31, 2025;
3.			the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
4.			such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be held on Thursday, June 11, 2026, at 9:00 a.m. Pacific Time, at The St. Regis San Francisco located at 125 Third Street, San Francisco, CA 94103. The Notice of Annual Meeting of Stockholders and Proxy Statement accompanying this letter describes the business to be acted upon, which you are urged to read carefully.

Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope.

Your vote is important no matter how many shares you own. In order to ensure that your shares will be represented at the Annual Meeting, please vote your shares using one of the voting instruments available to you. If you attend the Annual Meeting and desire to vote in person, you may do so even though you have previously submitted your proxy card.

We thank you for your continued interest in Everforth and look forward to seeing you at the Annual Meeting.




			Sincerely,
			/s/ Theodore S. Hanson
			Theodore S. Hanson
			Chief Executive Officer

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday, June 11, 2026

The 2026 Annual Meeting of Stockholders of Everforth, Inc. (the "Company" or "Everforth") (f/k/a ASGN Incorporated) will be held on Thursday, June 11, 2026, at 9:00 a.m. Pacific Time, for the purpose of considering and voting upon:



1.									the election of Mark A. Frantz, Carol J. Lindstrom and Arshad Matin as directors for three-year terms to expire at our 2029 Annual Meeting of Stockholders;
2.									an advisory vote to approve the Company's named executive officer compensation for the year ended December 31, 2025;
3.									the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
4.									such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The expenses of printing proxy materials, including expenses involved in forwarding materials to beneficial owners of stock, will be paid by Everforth. Only stockholders of record at the close of business on April 16, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. Please call (888) 482-8068 to obtain directions. However, to ensure your representation at the Annual Meeting, you may access your proxy card by going to www.investorvote.com/Everforth, entering the information requested on your computer screen and following the simple instructions, or by calling (in the United States, U.S. territories, and Canada) toll free 1-800-652-VOTE (8683) on a touchtone telephone and following the simple instructions provided by the recorded message. The instructions for voting can be found with your proxy card, on the Notice, and on the website listed in the Notice. If you received or requested a printed version of the proxy card, you may also vote by mail. Any stockholder of record attending the Annual Meeting may vote during the Annual Meeting even if the stockholder has previously returned a proxy card. If you hold your shares in “street name,” you must obtain a proxy in your name from your bank, broker or other holder of record in order to vote by ballot at the Annual Meeting.




			By Order of the Board,
			/s/ Jennifer Hankes Painter
			Jennifer Hankes Painter
			Secretary

April 24, 2026

2026 PROXY STATEMENT TABLE OF CONTENTS


Proposal One – Election of Directors	2	Pay Versus Performance	41
Vote Required	2	Equity Compensation Plan Information	44
Board Recommendation	2	Proposal Two – Advisory Vote on Executive Compensation	46
Board Experience Matrix	8
Independent Directors and Material Proceedings	8	Vote Required	46
Role of the Board	8	Board Recommendation	46
Board Leadership Structure	9	Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm	47
Board Committees and Meetings	9
Risk Oversight	11	Principal Accountant Fees and Services	47
Meetings	12	Vote Required	47
Attendance of Directors at 2025 Annual Meeting of Stockholders	12	Board Recommendation	47
Director Compensation	12	Report of the Audit Committee	48
Sustainability at Everforth	13	General Information about the Annual Meeting and Voting	49
Director and Executive Officer Stock Ownership Guidelines	14	Certain Relationships and Related Party Transactions	52
Insider Trading Policy and Hedging and Pledging Transaction Limitations	14	Other Matters	52
Ethics	15	Where You Can Find Additional Information	52
Communicating with the Board	15	Incorporation by Reference	52
Compensation Committee Interlocks and Insider Participation	15	Proposals by Stockholders	52
Security Ownership of Certain Beneficial Owners and Management	16	Miscellaneous	53
Ownership of More than Five Percent of the Common Stock of Everforth	16	Annex A – Reconciliation of Performance Targets	A-1
Ownership of Directors and Management of Everforth	17
Compensation Committee Chair Letter	20
Executive Compensation Discussion and Analysis	21
Executive Summary	21
Compensation Philosophy	25
Compensation Committee Report	33
Summary Compensation Table	34
Grants of Plan-Based Awards	35
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	36
Outstanding Equity Awards at Fiscal Year End	37
Option Exercises and Stock Vested	38
Non-Qualified Deferred Compensation	38
Payments Upon Termination or Change in Control	39
CEO Pay Ratio	41

Everforth, Inc.

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on

Thursday, June 11, 2026

Everforth, Inc. (the “Company,” “Everforth,” “we,” “our,” or “us”) (f/k/a ASGN Incorporated) is providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Everforth of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 11, 2026 at 9:00 a.m. Pacific Time, or at any adjournment or postponement thereof. A Notice of 2026 Annual Meeting of Stockholders (the “Notice”) will be mailed to each stockholder entitled to vote at the Annual Meeting commencing on or about April 24, 2026.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. Please refer to this complete document and our 2025 Annual Report.

2026 Annual Meeting of Stockholders Details



Date and Time	Place	Record Date
Thursday, June 11, 2026 at 9:00 a.m. PT	The St. Regis San Francisco located at 125 Third Street, San Francisco, CA 94103	Close of Business, ET, April 16, 2026

Voting

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each of the proposals voted on.

Admission

All holders of the Company's common stock are invited to attend the Annual Meeting of Stockholders.

Proxy Voting Roadmap

PROPOSAL 1

PROPOSAL 2

PROPOSAL 3

Election of three directors

Advisory vote to approve the Company's named executive officer compensation

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

ü FOR

Each Nominee

Page 2

Page 46

Page 47

PROPOSAL ONE – ELECTION OF DIRECTORS

The Bylaws of Everforth (f/k/a ASGN) provide that our Board shall be comprised of not less than four but no more than 11 directors and the exact number within that range may be fixed by the Board. The number of directors on our Board is currently fixed at 10, and the Board has approved the decrease to nine directors effective as of this Annual Meeting upon the retirement of Mr. Holman at the completion of his term in June 2026. Three of our directors are women, one identifies as Hispanic-American, and another identifies as Asian-American. The Board is divided into three classes, as equal in number as possible. At each Annual Meeting, one class of directors is elected for a three-year term.

At this year’s Annual Meeting, three directors will be elected to serve until our 2029 Annual Meeting of Stockholders or until their successors are elected and qualified. Each of Mark A. Frantz, Carol J. Lindstrom and Arshad Matin are existing directors and have been nominated to stand for re-election. Unless otherwise instructed by stockholders, the persons named as proxies will vote the proxies received by them FOR the election of Mark A. Frantz, Carol J. Lindstrom and Arshad Matin. Each of the nominees have consented to serve if elected, but if any of them are unable or

unwilling to serve, the persons named as proxies may exercise their discretion to vote for substitute nominees.

Vote Required

The nominees receiving the affirmative vote of a majority of the votes cast will be elected as directors.

Board Recommendation

The Board unanimously recommends that our stockholders vote FOR the three directors set forth below who are up for election this year.

Set forth below are the nominees’ biographies which include the skills, qualifications and experiences of each of the nominees.

Director Nominees Up for Election


Mark A. Frantz Director Mr. Frantz has been a director on Everforth’s Board since June 2019, after serving as an advisor to the Board since June 2018. He is the co-founder of Blue Delta Capital Partners, a growth capital firm focused on the U.S. federal government services marketplace, which he co-founded in 2009. Mr. Frantz contributes to the Board his track record helping grow leading U.S. government services companies, and he possesses a very deep understanding of market dynamics and drivers within the government contracting sector, as well as decades of experience with mergers and acquisitions across both government and commercial services markets.


Key Qualifications Government Contracting Mr. Frantz's successful track record helping grow U.S. government companies and deep understanding of market dynamics and drivers within the government contracting sector, supports Everforth's own business development in the government space. Capital Markets Expertise His extensive experience in venture capital and investment banking provides support to Everforth's M&A strategies. Education Bachelor of Arts in History and Political Science Allegheny College Juris Doctorate and Master of Business Administration University of Pittsburgh						Career Highlights Co-Founder and General Partner, Blue Delta Capital Partners (2009 - Present) Partner, RedShift Ventures, a venture capital firm focused on rapidly commercializing new technologies (2007 – 2009) Managing General Partner, In-Q-Tel, the strategic venture capital affiliate of the U.S. intelligence community (2006) Principal Carlyle Venture Partners (The Carlyle Group), a multinational private equity firm (2001 – 2006) Associate to Senior Chairman, Alex Brown, investment bank (1997 – 2000) Economic and Technology Policy Advisor to Pennsylvania Governor Tom Ridge (1994 – 1997) Associate Director, White House Office of Intergovernmental Affairs (1990 – 1993)


Carol J. Lindstrom Director Ms. Lindstrom has been a director on Everforth’s Board since March 2021. She was previously the Vice Chair at Deloitte LLP until 2016. She also serves as a director on two other public company boards, Genpact Ltd. and Exponent Inc. She supports our Board with her expertise growing and managing consulting services and large scale technology projects, and she is aligned with many of the technology companies in Northern California.


Key Qualifications Growing and Managing Consulting Services Ms. Lindstrom was the Vice Chair at a global accounting firm helping build its technology consulting practice, a skillset which supports Everforth's own commercial consulting buildout. Large-Scale Technology Project Deployment She is aligned with many technology companies in Northern California, helping Everforth with potential IT business development. Advisory Roles Director (and chair of compensation and member of nominating and governance committees), Genpact Ltd., an NYSE-traded global professional services outsourcing firm Director (and member of the audit, human resources and nominating and governance committees), Exponent Inc., a Nasdaq-traded engineering and consulting firm Director, FactorLaw, a private contract management and legal operations consulting company Director of several charitable foundations including Workday, Homeful and St. Helena Hospital Member, National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters						President, Deloitte Foundation (2010 – 2014) Director, Deloitte & Touche Tohmatsu Global Board (2007 – 2013) Director, Deloitte LLP (2006 - 2012) Education Bachelor of Arts in Linguistics University of California, Los Angeles Career Highlights Vice Chair, Deloitte LLP (2010 - 2016) Managing Director, Deloitte LLP, Orange County and San Francisco offices, Americas Technology and E-business and Digital Practices (1995 – 2016) Partner, Andersen Consulting (now Accenture PLC) (1987 – 1993) Advisor, Carrick Capital Partners, a growth-oriented investment firm focused on software enabled businesses (2016 – 2024)


Arshad Matin Chair of the Board Mr. Matin has been a director on Everforth’s Board since June 2014 and became Chair in June 2021. He is currently President and Chief Executive Officer of Avetta, LLC, a private company providing supply chain risk management solutions, a position he has held since October 2019. Mr. Matin brings to the Board extensive experience managing and advising public and private high-technology companies.


Key Qualifications Strategic Advisory Expertise Leverages current and former service as a chief executive officer to provide strategic advice for public and private high-technology companies. Executive Leadership Mr. Matin was formerly responsible for business accounting for over $1.5B in revenues across over 4,500 employees. Advisory Roles Trustee, Texas Children’s Hospital Director, Houston Endowment Trustee, Asia Society Texas Center Education Bachelor of Engineering in Electrical Engineering Regional Engineering College, India Master of Business Administration The Wharton School of the University of Pennsylvania Master of Science, Computer Engineering The University of Texas at Austin						Career Highlights President and Chief Executive Officer, Avetta, LLC, a private company providing supply chain risk management solutions (2019 - Present) Entrepreneur in Residence, Warburg Pincus, a private equity firm (2018 – 2019) Chief Executive Officer, Paradigm, Ltd., a software developer to the oil and gas industry (2013 – 2018) Executive Vice President, IHS Inc., a publicly-traded information and analytics firm (2012 – 2013) President and Chief Executive Officer, Seismic Micro-Technology, a global leader in geology and geophysics software (2007 – 2011) GM of Enterprise Security, Symantec, a security software company (2006 – 2007) President and Chief Operating Officer, Bindview, a provider of IT security compliance software (2004 – 2005) Partner, McKinsey & Company in technology and software industries (1995 – 2004)

Directors with Terms Ending in 2028


Brian J. Callaghan Director Mr. Callaghan has been a director on Everforth’s Board since May 2012. Mr. Callaghan co-founded Apex Systems, Inc. ("Apex Systems") in 1995 and was Co-CEO until 2012 when the company was sold to ASGN (now Everforth). Mr. Callaghan was recognized in 2003 as Ernst & Young’s Entrepreneur of the Year. Mr. Callaghan brings over 25 years of information technology ("IT") staffing experience to the Board and provides extensive knowledge about all aspects of the IT staffing business and business growth strategies.


Key Qualifications IT Staffing Experience His 25 plus years of staffing experience including extensive knowledge of IT staffing supports Everforth’s recruitment efforts. Business Development As the Co-Founder of Apex Systems, he leverages his past experience to assist Everforth in business development and growth strategies. At Apex Systems, he worked directly with customers, led staff, strategy, forecasting and building systems to support growth. Advisory Roles Part-owner of Richmond Flying Squirrels, the Double-A affiliate of the San Francisco Giants						Education Bachelor of Science in Psychology Virginia Polytechnic Institute and State University ("Virginia Tech") Career Highlights Co-Founder and Co-CEO, Apex Systems (1995 - 2012)


Theodore S. Hanson Chief Executive Officer and Director Mr. Hanson has served as Chief Executive Officer of Everforth since May 2019 and has been a member of Everforth’s Board since June 2019. He joined Everforth as Chief Financial Officer of Apex Systems, as a result of the Company’s acquisition of Apex Systems in May 2012, and also held the title of President from December 2016 through December 2021. In 2023, he was inducted into the Greater Richmond Business Hall of Fame and featured in Virginia Business magazine's "Virginia 500" list of the most powerful and influential Virginia business leaders each year from 2021 to 2025.


Key Qualifications Executive Leadership President of Apex Life Sciences; Chief Financial Officer, Apex Systems; Chief Financial Officer, Property Technologies Ltd. He is an accomplished business operator, strategic M&A acquirer and integrator, and leader of capital allocation, debt and equity strategy as our CEO. Extensive Financial Reporting Experience Corporate Controller, Apex Systems Certified Public Accountant, Keiter, Stephens, Hurst, Gary and Shreaves Advisory Roles Advisory Council, Pamplin School of Business, Virginia Tech Director, Apex Center for Entrepreneurs, Virginia Tech Member, Board of Visitors, Virginia Tech Education Bachelor of Science in Accounting and Business Management Virginia Tech Master of Business Administration Virginia Commonwealth University						Career Highlights Chief Executive Officer and Director, Everforth (2019 – Present) President, Everforth (2016 – 2021) Chief Financial Officer, Apex Systems, Inc. (2001 – 2012) Corporate Controller, Apex Systems, Inc. (1998 – 2001) Chief Financial Officer, Property Technologies Ltd., a voice and data solutions firm for the commercial and hospitality industries (1996 – 1998) CPA, Keiter, Stephens, Hurst, Gary and Shreaves, an independent accounting firm (1991 – 1996)


Maria R. Hawthorne Director Ms. Hawthorne has been a director on Everforth’s Board since June 2021 and has been the Chair of the Audit Committee since June 2024. Most recently, Ms. Hawthorne served as President and CEO of PS Business Parks, Inc. ("PS Business Parks"), a publicly-traded real estate investment trust that saw double-digit growth during her tenure through 2020. Further, from December 2021 to July 2022, she supported PS Business Parks by acting in an interim chief operating officer capacity until the company was sold to Blackstone. Ms. Hawthorne is an experienced public company Board member and accomplished CEO and contributes to the Company’s Board her extensive experience in financial and operational strategies, capital markets, acquisitions, enterprise risk management and leadership development.


Key Qualifications Leadership Development She is an accomplished CEO who has served in multiple leadership roles throughout her career and is able to offer extensive expertise in career development and succession planning. Mergers and Acquisitions She leverages her prior experience in capital markets and acquisitions to support Everforth’s M&A strategy. Financial Operational Strategy Ms. Hawthorne is an experienced public company board member that contributes extensive experience in financial and operational strategies and enterprise risk management. Advisory Roles Trustee (and audit committee member) of Public Storage, an NYSE-traded S&P 500 international self-storage company Director (and audit and compensation committee member), Essex Property Trust, an NYSE-traded real estate investment trust Member, National Association of Corporate Directors, Southern California Roundtable						Education Bachelor of Arts in International Relations Pomona College Career Highlights Chief Executive Officer and Director, PS Business Parks (2016 - 2020, but through 2022 as director) President, PS Business Parks (2015 - 2020) Chief Financial Officer, PS Business Parks (2017 - 2018) EVP, Chief Administrative Officer, PS Business Parks (2013 - 2015) Executive Vice President, East Coast, PS Business Parks (2011 - 2013) Senior Vice President, PS Business Parks (2004 - 2011) Vice President, Virginia, PS Business Parks (2001 - 2004) Regional Manager, Virginia, PS Business Parks (1994 - 2001) General Manager, Leasing Director and Property Manager, American Office Park Properties (1988 - 1994)


Edwin A. Sheridan, IV Director Mr. Sheridan has been a director on Everforth’s Board since May 2012. Mr. Sheridan co-founded Apex Systems in 1995 and was Co-CEO until 2012 when the company was sold to Everforth. Mr. Sheridan was recognized in 2003 as Ernst & Young’s Entrepreneur of the Year. Mr. Sheridan brings over 25 years of IT staffing experience to the Board and provides extensive knowledge about all aspects of the IT staffing business and business growth strategies.


Key Qualifications IT Staffing Experience His 25 plus years of staffing experience including extensive knowledge of IT staffing supports Everforth’s own recruitment efforts. As the Co-Founder of Apex Systems, he was a recruiter, account manager and regional operations manager. Business Development He leverages his own past experience to assist Everforth in business development and growth strategies. Advisory Roles Investor/Mentor: Anduril, xAI, ID.me, Databricks, Core4ce, B.Well and AON3D Director, Apex Center for Entrepreneurs at Virginia Tech Director, Peace Players International, an international community improvement and leadership organization						Director, Gonzaga College high school Global Leadership Circle Member, ONE.org, a global movement campaigning to end extreme poverty and preventable disease Honorary Director, Inova Schar Cancer Institute Molecular Tumor Board Education Bachelor of Arts in English and Political Science, Minor in Business Administration Virginia Tech Career Highlights Co-Founder and Co-CEO, Apex Systems (1995 - 2012)

Directors with Terms Ending in 2027


Vice Admiral Joseph W. Dyer, USN (Retired) Director VADM Dyer has been a director on Everforth’s Board since March 2021 and was an advisor to the Board beginning in 2018. He is currently a consultant in the aerospace, defense and technology markets focused on autonomous systems, artificial intelligence and wideband communications He most recently was the chief strategy officer of National Spectrum Consortium from 2014 to 2021, and was a Commissioner on the Congressional National Defense Authorization Act Section 809 Acquisition Streamlining Commission from 2016 to 2019. He brings to the Board an extensive military background and commercial expertise, which converge at the intersection of technology, finance and risk management.


Key Qualifications Military Background His extensive work in the military and with the U.S. government at the intersection of technology, finance and risk management supports Everforth’s business development in the government space. He won the Department of Defense Acquisition Excellence Award and the Order of Daedalian as the program manager of the F/A-18 program. Commercial Expertise Senior corporate leader in the development of iRobot Corporation, the first publicly-traded mobile robots company. Advisor of High-Tech Companies Advised various high-tech companies from their initial public offering to their generation of long-term success, offering Everforth guidance on continued growth strategies. Advisory Roles Director, Technology Service Corporation (TSC), a defense product and services company Director (and audit and compensation committee member), Herrick Technology Laboratories, Inc., a software radio technology solutions company for military operations and platforms Advisory Board Member, Center for the Study of Democracy						Fellow, National Academy of Public Administration Former director and chair of nominating and corporate governance committee, Nauticus Robotics, Inc. (NASDAQ: KITT) (2022 - 2024) Fellow, Society of Experimental Test Pilots - Received the James H. Doolittle Award for Outstanding Engineering Achievement in Aerospace Education Bachelor of Science in Chemical Engineering North Carolina State University Master of Science in Financial Management Naval Postgraduate Career Highlights President of Government and Industrial Division, Chief Operating Officer and Chief Strategy Officer, iRobot Corporation (2003 – 2013) Chair, NASA Aerospace Safety & Advisory Panel (2003 – 2016) Commander, Naval Air Systems Command (2000 – 2003) Commander, Naval Air Warfare Center Aircraft Division Patuxent River and Naval Aviation Chief Engineer (1997 – 2000) F/A-18 Program Manager, Engineering and manufacturing development efforts (1994 – 1997) U.S. Navy Chief Test Pilot (1991 – 1994)


Patricia L. Obermaier Director Ms. Obermaier has been a director since June 2024. In December 2025, she joined Acentra Health, a technology and health solutions company, as its EVP, Chief Growth Officer. In this role she leads the company's business development, marketing and product management functions to bring innovative solutions to the healthcare industry's most pressing challenges. She supports our Board with her consulting expertise and guidance in driving strategies for business transformation that deliver scaled global and profitable growth.


Key Qualifications Growing Consulting and Global Services Ms. Obermaier is a senior executive at a company providing technology and health solutions to government healthcare programs, and was a senior executive at Microsoft Corporation, the world's second largest technology and consulting company, helping build its global healthcare and life sciences business, skillsets which help Everforth's own growing consulting business in the United States and globally. Advisory Roles Director, Applied Information Sciences, a private mid-size commercial and government IT technology provider Education Bachelor of Science in Biology Massachusetts Institute of Technology Masters in Business Administration The Darden School, University of Virginia						Career Highlights EVP, Chief Growth Officer, Acentra Health (December 2025 - present) Chief Growth Officer and VP, Strategic Initiatives, Global Health Life Sciences, Microsoft (2023 to 2024); VP, U.S. Health and Life Sciences (2019 – 2023) Founder and CEO, Resigility, a strategic advisory and information management services firm (2015 – 2019) VP, General Manager and other roles, Iqvia (2009 – 2015) Lead partner and chief strategy officer of business units and other roles, Unisys Corporation (2001 – 2009) March of Dimes Heroine of DC in Technology and Cybersecurity Award (2025) Washington Exec's Top Health Care Execs to Watch Award (2022) Women in Technology Stem Leadership Award (2021) Fierce Healthcare's 2021 class of Women of Influence Award (2021) Northern Virginia Technology Council Tech100 Award recipient (2020)

Director with Term Ending in 2026


Jonathan S. Holman Director Mr. Holman has been a director on Everforth’s Board since March 1994, and will be retiring upon the end of his term in June 2026. From 1981 to 2023, he was the founder and president of The Holman Group, Inc., an executive search firm that recruited over 150 chief executive officers to public and private companies ranging from start-ups to companies with over $1B in revenues. Mr. Holman provides the Board, including our Compensation Committee, with meaningful insight regarding hiring and salary practices of publicly-traded companies. In addition, Mr. Holman provides the Board with human resources experience.


Key Qualifications Salary Practice Expertise Possesses extensive skills and experience in compensation matters; and has meaningful insight into hiring and salary practices of publicly-traded companies. Hiring and Human Resources Experience He was one of the top 200 executive recruiters in the world in The Global 200 Executive Recruiters and was one of the top 250 executive recruiters in the world in The New Career Makers. Advisory Roles Member of the National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters Co-President, Congregation Emanu-El, one of the largest synagogues in the United States						Education Bachelor of Arts in Politics Princeton University Master of Business Administration Stanford University Career Highlights Founder and President, The Holman Group, Inc., a high-level CEO recruitment firm (1981 - 2023) Partner, Bacci Bennett, executive recruitment firm (1978 - 1981) Director of HR, E. & J. Gallo Winery (1971 - 1978) HR Manager, Central Research Laboratories and other HR positions, Pfizer, multinational pharmaceutical and biotechnology corporation. (1968 - 1971)

Board Experience Matrix

The matrix set forth below provides a listing of experience that our directors have in various areas that are important to the Company. The information provided below is as of the date of this Proxy Statement.

Skills and Experience

Matin

Callaghan

Dyer

Frantz

Hanson

Hawthorne

Holman

Lindstrom

Obermaier

Sheridan

Other Public Board Experience

Consulting Industry Experience

Government Contract Experience

Staffing Industry Experience

CEO or Business Head

Technology, Systems or Cybersecurity

Client Experience, Investor Relations or Services

International

Talent Management, Culture or Compensation

Finances, Capital Allocation or Accounting and Audit

Mergers & Acquisitions or Corporate Development

Marketing or Sales

Risk Management

Corporate Governance

Independent Directors and Material Proceedings

The Board met on March 18, 2026 and reviewed the independence of its 10 members. With the exception of Mr. Hanson, our Chief Executive Officer, all were deemed to be independent under the current listing standards of the NYSE. For each independent director, the Board has made a subjective determination that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transaction of each director as they may relate to Everforth and members of management. There are no family relationships among our executive officers and directors.

There are no material legal proceedings to which the Company or any of its subsidiaries is a party, or of which any of their property is subject. There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s voting securities, or any associate of any such

director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Further, there are no legal proceedings in the last 10 years where a director or executive officer was a party and that are material to the person’s ability or integrity, including bankruptcy, criminal convictions, orders enjoining certain activities, adverse findings by courts, the Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission, nor are there any adverse orders relating to violations of securities or commodities laws.

Role of the Board

The Board oversees the Company’s Chief Executive Officer and other executive officers in the competent and ethical operation of the Company. The Board ensures that the long-term interests of the stockholders are considered in the operation of the Company.

Board Leadership Structure

The Board has consistently maintained an independent Chair of the Board. Mr. Matin joined our Board in 2014 and took on the role of Chair in June 2021. The Board has made a determination that the Board leadership structure is appropriate and that the structure allows the Board to fulfill its duties effectively and efficiently. The Company has determined that its leadership structure is appropriate because the Chair of the Board is independent, as defined by the NYSE and the SEC. An independent Chair, like independent Board members, allows for an objective evaluation of the performance of the Company and its officers. Nonetheless, the Board recognizes that the Chief Executive Officer has invaluable insight into the Company due to the nature of his position, and recognizes the value of having him on the Board. Accordingly, the Board believes that the Company’s stockholders and interests are best served by having the Chief Executive Officer serve as a director but not a Board committee member.

Board Committees and Meetings

The Board held six meetings during 2025 and acted by unanimous written consent on four additional occasions. The Board has a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee, and a Strategy and Technology Committee. The Board has determined that the chairs and committee members of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee, are independent under applicable NYSE and SEC rules.

The members and chairs who serve on these committees currently and during 2025 are identified in the table below. In June 2025, Ms. Lindstrom transitioned from being a member of the Compensation Committee to being the Chair of the committee, and Mr. Holman became a member of the committee. At the same time, Ms. Obermaier joined the Nominating and Corporate Governance Committee.

Compensation Committee

The Compensation Committee held five meetings during 2025 and acted by unanimous written consent on four additional occasions. The Compensation Committee meets in executive session without management present on a regular basis. The Compensation Committee reviews our general compensation policies, sets the compensation levels for our executive officers, including the Chief Executive Officer, administers our equity plans, and approves all equity grants to employees and consultants. The Compensation Committee approves the compensation, including incentive compensation, of executive officers of Everforth and determines the terms of executive agreements concerning employment, compensation and termination of employment. The Compensation Committee evaluates the Chief Executive Officer’s performance in light of goals and objectives that have been set for him.

The committee also monitors the qualification and performance of, and the Company’s succession planning regarding, key executives. The Company's Chief Executive Officer further briefs the full Board on succession planning for key executives at least twice a year. The Board has determined that each member of the Compensation Committee is independent within the meaning of the NYSE rules requiring members of compensation committees to be independent, and each is a non-employee director for purposes of Section 16 of the Exchange Act.

Audit Committee

The Audit Committee held 10 meetings during 2025. The Audit Committee reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The Audit Committee performs functions required of audit committees of public companies under applicable laws, rules and regulations and the requirements of the NYSE. The primary functions of the Audit Committee are to assist the Board in its responsibility for oversight of:

•the quality and integrity of our financial statements and our financial reporting and disclosure practices;

•our systems of internal controls regarding finance, accounting and SEC compliance;

•the qualification, independence and oversight of performance of our independent registered public accounting firm including its appointment, compensation, evaluation and retention;

•our ethical compliance programs; and

•risk issues related to financial statements.

Additional functions of the Audit Committee include, but are not limited to, reviewing compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002, reviewing matters of disagreement, if any, between management and our independent registered public accounting firm, and periodically meeting with management, our independent registered public accounting firm, and internal audit staff, to review the adequacy of our internal controls.

Rules adopted by the NYSE and the SEC impose strict independence requirements for all members of the Audit Committee. Audit Committee members are barred from accepting, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or an affiliate of the Company, other than in the member’s capacity as a member of the Board and any Board committee. In addition, an Audit Committee member may not be an affiliated person, as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the Company except in his or her capacity as a member of the Board and any Board committee. The Board has determined that each current member of the Audit Committee meets all applicable independence requirements and that each Audit Committee member has no material relationship with the Company that would jeopardize the director’s ability to exercise independent judgment. In addition, the Board has determined that Ms. Hawthorne, based on her experience, skills and education as described above, continued to be qualified and designated as the Audit Committee financial expert, as that term is defined under the SEC rules.

The Company has adopted a process, which the Audit Committee oversees, for identifying and disclosing related-party and significant transactions, and for identifying deficiencies and significant changes in internal controls each quarter in connection with filing our quarterly reports on Form 10-Q and our annual reports on Form 10-K. See "Certain Relationships and Related Party Transactions" on p. 53 of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held three meetings during 2025. The Nominating and Corporate Governance Committee evaluates director nominee candidates and makes recommendations to the Board with respect to the nomination of individuals for election to the Board and to serve as Board advisers and committee members, consistent with criteria approved by the Board. In addition, the Nominating and Corporate Governance Committee makes recommendations to the Board concerning the size, structure and composition of the Board and its committees. The committee has oversight responsibility over the Company's annual Sustainability report and the Company's performance regarding corporate governance and sustainability issues. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE rules requiring members of nominating committees to be independent. The Nominating and Corporate Governance Committee recommended the nominations of Messrs. Franz and Matin and Ms. Lindstrom for election at this year’s Annual Meeting.

The Nominating and Corporate Governance Committee Charter, and the Corporate Governance Guidelines established by the Nominating and Corporate Governance Committee, set forth certain criteria for the committee to consider in evaluating potential director nominees. However, in considering potential director nominees, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials. Qualifications considered by the Nominating and Corporate Governance Committee are noted in the director matrix set forth in the Election of Directors section above, and vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board. Further, the committee considers:

•personal and professional ethics and integrity;

•business judgment;

•familiarity and/or experience with general issues affecting our business and the industries in which we operate;

•qualifications as an audit committee financial expert;

•diversity in perspective and background; and

•qualifications as an independent director.

The Nominating and Corporate Governance Committee relies primarily on recommendations for director candidates from its members, other directors, members of management, our auditors and third parties. Existing directors being considered for re-nomination are evaluated based on their performance as directors, experience, skills, education and independence to ensure that they continue to meet the qualifications above.

Although there are no specific minimum qualifications or any specific qualities or skills that the Nominating and Corporate Governance Committee believes that the potential nominees must have, the Nominating and Corporate Governance Committee considers and evaluates each candidate based upon an assessment of certain criteria as set forth in the Nominating and Corporate Governance Committee charter.

The Nominating and Corporate Governance Committee will also consider timely written suggestions from our stockholders. Stockholders wishing to suggest a candidate for director nomination for the 2027 Annual Meeting of Stockholders should mail their suggestions to Everforth, Inc., 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060, Attn: Secretary. Pursuant to our Bylaws, a stockholder’s notice for director nominations shall be delivered to the Secretary not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to the first anniversary of the Annual Meeting. The manner in which director nominee candidates suggested in accordance with this policy are evaluated shall not differ from the manner in which candidates recommended by other sources are evaluated. As of March 31, 2026, there were no director candidates put forward by stockholders for consideration at the Annual Meeting.

The Nominating and Corporate Governance Committee evaluates the Board’s leadership structure and believes that separation of the Chief Executive Officer and Chair of the Board positions is in the best interest of the Company, assures an adequate level of independence of the Board, and is best aligned with the interests of its stockholders.

Strategy and Technology Committee

The Board believes that the strategy of the Company is a significant area of focus for the Board and established a special committee to address this area. The Board also believes that review and oversight of IT and cybersecurity risks and the oversight of IT risk management measures is a critical Board function and tasked the committee with these matters as well. The Strategy and Technology Committee assists the Board with respect to matters of strategy and technology by engaging with management to ensure that:

•the Company has established an effective strategy and strategic planning process;

•the Company's technology programs enable the Company's strategic plans and support the Company's cybersecurity and IT risk management efforts; and

•the Company's proposed acquisitions, divestitures or other key investments of capital fulfill the Company's strategic plans.

The Strategy and Technology Committee held five meetings in 2025.

The written charters governing the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Strategy and Technology Committee, and the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers, are posted on the Investor Relations Corporate Governance page of our website at www.everforth.com. You may also obtain a copy of any of these documents without charge by writing to: Everforth, Inc., 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060, Attn: Secretary.

RD4f4

Litigation Committee

In June 2024, the Board created a temporary Litigation Committee to oversee the Company's largest litigation, audit and/or investigation matters. The committee was comprised of Messrs. Matin, Callaghan, Dyer and Ms. Hawthorne, and did not receive any fees. The temporary committee was dissolved in March 2026.

Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Company representatives report quarterly to the Board on risks that the Company faces and further report on an ad hoc basis as issues arise. IT, including cybersecurity, has been identified by the Company as an area of risk meriting additional oversight. The Company's Chief Information Security Officer reports quarterly to the Strategy and Technology Committee and to the Board on cybersecurity issues, including the Company's comprehensive data protection and cybersecurity plan for Everforth, management of emerging security threats and proactive plans to mitigate such risks, and other cybersecurity risks that may come in the future.

The Company has an Enterprise Risk Management ("ERM") program and conducts ERM risk assessments annually. The Audit Committee has oversight of the ERM annual risk assessment, program scope, status of priorities and emerging risks. Our ERM program is committed to regularly assessing risks and testing plans to prepare for the possibility of the occurrence of a range of events, including threats to our systems and data security, IT infrastructure and development, macroeconomic conditions, talent management, outsourcing, consolidation, regulatory changes and other matters.

The Board regularly reviews and determines the Company’s risk management philosophies, policies and processes. The Board is primarily responsible for overseeing the management of the Company’s risks associated with the Board’s governance and delegation decisions. The Board oversees officers’ identification and management of risk management issues and meets quarterly with such officers regarding risk management issues of the Company, and the processes and procedures used for identifying and managing risk. The Board also regularly receives reports from those officers that are responsible for the day-to-day management of the Company’s risks to determine if the Company's reporting processes or other flow of information to the Board could be improved.

The Audit Committee is primarily responsible for overseeing the management of the Company’s accounting and financial reporting matters and risks related to the Company’s accounting and financial practices. The Audit Committee Charter provides that the Audit Committee’s responsibilities include inquiry of management and the Company’s outside auditors regarding key financial statement risk areas, including the Company’s processes for identifying and assessing such risk areas and the steps the Company has taken with regard to such risk areas. In connection with these responsibilities, the Audit Committee routinely reviews and evaluates the Company’s processes for identifying and assessing key financial statement risk areas and for formulating and implementing steps to address such risk areas. The Audit Committee is also responsible for inquiry of management and the Company’s outside auditors regarding significant business risks or exposures, including the Company’s

processes for identifying and assessing such risks and exposures, and the steps management has taken to minimize such risks and exposures.

The Compensation Committee is responsible for overseeing risks associated with human capital and compensation practices and incentives. Upon evaluation, the Compensation Committee has determined that the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee considered that none of the compensation policies and practices at any business unit carry a significant portion of the Company’s risk profile, has a significantly different compensation structure than other units, or pays compensation expenses as a significant percentage of the unit’s revenues.

Our Nominating and Corporate Governance Committee oversees risks related to sustainability and climate issues.

The Strategy and Technology Committee focuses on cybersecurity risks and IT risk management.

The Board believes that the process it has established to administer the Board's risk oversight function is effective under its leadership structure as described above under "Board Leadership Structure."

Meetings

In 2025, our directors attended at least 75 percent of all of the meetings of the Board and the committees on which he or she served. Our independent directors regularly meet as a group in executive sessions outside the presence of management presided over by the non-executive independent Chair of our Board.

Attendance of Directors at the 2025 Annual Meeting of Stockholders

Our Board of Directors has a policy with respect to director attendance at annual meetings of stockholders which requires that the directors attend the Annual Meeting unless they are unable to do so as a result of health reasons or exigent personal circumstances, and if that is the case, the director must notify the Chair of the Board as promptly as possible. All of our directors attended our 2025 Annual Meeting of Stockholders.

Director Compensation

The following table shows compensation information for each of Everforth’s non-executive directors for the year ended December 31, 2025.


Name(1)	Fees Earned in Cash ($)	Stock Awards ($)(2)	Total ($)
Arshad Matin, Chair	190,000	184,944	374,944
Brian J. Callaghan	109,500	184,944	294,444
Joseph W. Dyer	117,000	184,944	301,944
Mark A. Frantz	95,000	184,944	279,944
Maria R. Hawthorne	115,000	184,944	299,944
Jonathan S. Holman	105,385	184,944	290,329
Carol J. Lindstrom	107,115	184,944	292,059
Patricia L. Obermaier(3)	92,747	184,944	277,691
Edwin A. Sheridan, IV	105,000	184,944	289,944


(1)			Directors who are also employees of Everforth receive no additional compensation for their service as a director. Accordingly, Mr. Hanson, our Chief Executive Officer, did not receive any compensation for his service as a director. Compensation paid to Mr. Hanson in connection with his employment is disclosed in the "Summary Compensation Table" set forth on p. 35.
(2)			Amounts shown in the table above reflect the aggregate grant date fair value of the awards, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10 K filed on February 25, 2026. The amounts were calculated based on the grant date fair value per share of $82.86, which was the closing sale price of our common stock on the date of grant, January 2, 2025. As of December 31, 2025, each of the non-executive directors held 1,116 unvested shares.

The Compensation Committee recommends, and the Board reviews and approves, the form and amount of director compensation. In June 2025, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to help determine compensation for the Board of Directors. In connection with the review, Semler Brossy provided market data based on the executive compensation peer group, noting that the Company's Board compensation was slightly below market, and proposed increases in compensation to bring the directors' total compensation above the median of the Company's executive compensation peer group. However, noting that the Company's performance had not met expectations the past year, the directors declined to accept any fee increases, but did accept the recommended $25,000 increase to the annual stock grant amount that would not go into effect until 2026. The Compensation Committee retained its practice for providing a

substantial portion of a director’s annual retainer in the form of equity compensation. The Board approved the existing compensation plan proposed by Semler Brossy and recommended by the Compensation Committee for the Board effective June 2022. That compensation plan for directors remained the same through 2025.

In 2025, the annual cash fee for all non-executive directors was $85,000, plus non-chair audit committee members received $12,000 annually, non-chair compensation committee members received $7,500 annually, and Nominating and Corporate Governance and Strategy and Technology non-chair committee members received $5,000 annually per committee. The following Board and committee chairs received fees for their services as chairpersons as set forth below. All fees are paid on a quarterly basis.


Outside Director			Additional Annual Cash Retainer ($)
Chair of the Board			100,000
Audit Committee Chair			30,000
Compensation Committee Chair			25,000
Nominating and Corporate Governance Committee Chair			20,000
Strategy and Technology Committee Chair			20,000

On January 2, 2025, the non-executive directors received their annual restricted stock unit ("RSU") grant with a grant-date value of approximately $185,000, with one-half of the RSU grants vesting on the grant date and the remaining half vesting on the one-year anniversary of the grant date. In addition, we reimburse all directors for their reasonable expenses incurred when attending Board and committee meetings, and up to $2,500 annually per director for director education and training.

Sustainability at Everforth

We are committed to creating a more sustainable future for all of our stakeholders. In June 2025, we published our annual Corporate Sustainability report for the year ending December 31, 2024. An updated version including 2025 data will be available in June 2026. Our Corporate Sustainability efforts are overseen by our Board's Nominating and Corporate Governance Committee.

Cybersecurity

Everforth business segments continue to ensure the foundational implementation of security controls recommended by the National Institution of Science and Technology Special Publication 800-171 (NIST SP 800-171) cybersecurity framework as prescribed by the Cybersecurity Maturity Model Certification ("CMMC 2.0"). This framework was selected because several of our clients represent the Department of Defense ("DoD"), the National Security Agency ("NSA"), and other Federal civilian agencies. Our Board's Strategy and Technology Committee continues to meet regularly to discuss topics on the cyber threat landscape, recent technological innovations, and resilience, and the Board gets quarterly updates on cybersecurity issues. In addition to maintaining security best practices internally, Everforth works with commercial customers to assist them in implementing such best practices (e.g., HITRUST, CMMC and ISO 27001). To ensure our organizations remain aligned with security regulations and best practices, we employ third-party

auditors to review our security posture and provide recommendations to keep our stakeholders, customers and employees safe. Everforth maintains a security-first culture and implements standardization across all divisions across all platforms, tools and processes related to cybersecurity. As we continue to advance our cybersecurity efforts company-wide, we are actively leveraging artificial intelligence ("AI") and machine learning technologies to boost our resilience against evolving threats. By integrating AI into our defense toolkit, we enhance our capacity to detect anomalies with precision, respond to incidents swiftly and efficiently, and anticipate emerging risks proactively.

Responsible Business

Everforth is committed to responsible business practices that promote a culture of ethics and integrity. Our annual sustainability reporting disclosures include the Global Reporting Index, the Task Force on Climate-related Financial Disclosures, the UNGC Communications on Progress, and the Carbon Disclosures Project. We also align with MSCI Inc.'s rating methodology and the International Sustainability Standards Board International Financial Reporting Standards. In 2025, we continued to make significant strides in corporate governance, including maintaining our Enterprise Risk Management ("ERM") program. The enterprise risk profile and corresponding mitigation plans were finalized in 2024. As the ERM Program matures, disclosures are refined and updated, and these updates are part of our overall Company-wide processes and controls for reporting on sustainability matters across our operations and supply chain. Everforth’s Audit Committee collaborates with management to maintain a robust ERM framework and effective risk policies. The Committee also annually reviews the Company’s enterprise risk profile to make any necessary changes. Our ERM efforts are focused on proactively addressing risks related to system and data security, financial fraud or loss, macroeconomic changes, outsourcing and consolidation,

regulatory shifts, and other significant events that could impact the business.

Our Workforce

We are dedicated to the professional development and career advancement of our team and provide the support that our employees need to flourish. Our employees receive regular trainings, including compliance, cybersecurity, ethics and integrity, workplace safety, new manager, and role-specific training. To supplement in-person and virtual trainings, Everforth maintains a mentorship program where mentors are provided opportunities to enhance their management and communication skills, while mentees are given the ability to foster relationships with experienced professionals who can support their career development.

Communicating career interests and employee development is at the heart of our performance management process. This collaborative process focuses on developing clear goals at the start of each year and then providing constructive feedback and support throughout the year to position our employees for success. Furthermore, to guide our efforts on a go-forward basis and drive long-term employee retention, we conduct annual employee engagement surveys.

We also remain focused on the health and well-being of each of our employees and consultants. Our employees enjoy competitive compensation and benefits packages, which include medical, dental, and vision plans; flexible spending accounts; and health savings plans. Guided by our Company-wide Employee Wellness and Workplace Health and Safety policies, we support our employees' emotional well-being and physical health with wellness programming and personal growth workshops.

Social Responsibility

We proudly support a culture of caring and are committed to making positive impacts in the communities in which our employees live and work. We do this through employee engagement, charitable contributions, and volunteering. In 2025, Everforth and its employees collectively raised over $400,000 for more than 300 non-profit organizations, and our employees logged over 2,200 hours of volunteer time. Please note that as a Company, we do not contribute to political candidates.

Environmental Responsibility

We are committed to reducing our environmental impact. In August 2024, Everforth approved its near-term science-based emission reduction target with the Science Based Target initiative (“SBTi”). Everforth committed to reduce absolute scope 1 and 2 GHG emissions 54.6 percent by 2033 from a 2023 base year. Everforth also committed to reduce scope 3 GHG emissions from purchased goods and services, fuel and energy related activities, business travel, employee commuting, and upstream leased assets by 61.1 percent per full time employee by 2033 from a 2023 base year. The SBTi also verified Everforth’s science-based net-zero target by 2050.

To achieve our goals, we have implemented an emissions reduction plan, which includes gaining more operational control of our leased office buildings to increase energy efficiencies and the procurement of renewable energy sources where possible; conducting an annual employee commuting and work-from-home survey to increase awareness of energy-efficient options;

following Company-wide sustainable business travel guidelines; and hosting webinars and related activities to encourage regular employee engagement in environmental awareness building. In 2025 we also maintained an ISO 14001 certification for Everforth's headquarters in Glen Allen, Virginia. which is 100 percent electric. Updates on our progress toward reducing our GHG emissions will be provided in the June 2026 sustainability report.

To learn more about Everforth's Corporate Sustainability Program and related policies, and access Everforth's annual reports, please visit everforth.com/sustainability.

Director and Executive Officer Stock Ownership Guidelines

Everforth's Stock Ownership Guidelines govern our directors, named executive officers and other designated officers, and require that certain ownership levels of Everforth stock be met within five years from appointment or promotion to one of the designated positions. Each Board member must own shares of the Company with a fair market value of five times the director's $85,000 annual cash retainer fee, for a total ownership requirement of shares with a fair market value of $425,000. The required levels of ownership for executives are based upon a multiple of their annual base salary. Our Chief Executive Officer is required to own a number of shares with a value of five times his annual base salary, and our other named executive officers are required to own a number of shares with a fair market value of three times their annual base salary. The guidelines also provide that directors and officers must retain any net shares that vest or are exercised until such time as the appropriate ownership levels are met. Shares that would be issuable upon the vesting of time-vesting RSUs are considered beneficially owned for purposes of the policy. Neither stock options nor performance-based RSUs ("PSUs") that have outstanding performance requirements are included in beneficial ownership. A hardship provision provides a process by which the Compensation Committee can grant an exemption in its sole discretion for exigent circumstances. As of March 1, 2026, all directors and officers are in compliance with the policy.

Insider Trading Policy and Hedging and Pledging Transaction Limitations

We have adopted an insider trading policy which governs the purchase, sale and/or other disposition of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of this policy has been filed as Exhibit 19.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Included within the policy is a prohibition on hedging and pledging of the Company's stock by the Company's directors and executive officers. The policy prohibits participants from pledging the Company's stock as collateral directly or in a margin account, and prohibits participants from hedging the financial risk of ownership of the Company's stock under any circumstances. These limitations include any prepaid variable forward contracts, equity swaps, collars or similar financial instruments designed to hedge or offset any decrease in the market value of the Company's stock.

Ethics

Everforth's Code of Business Conduct and Ethics is applicable to all directors, officers and employees of Everforth. More importantly, the code reflects our policy for dealing with all persons, including our customers, employees, investors, regulators and vendors, with honesty and integrity. In addition, Everforth's Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers applies to our directors, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other executive officers, internal audit personnel and senior financial officers. The codes comply with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The supplemental code focuses on honest and ethical conduct, full, fair and accurate disclosure in our SEC filings and other public disclosures, compliance with applicable government laws, rules and regulations, and prompt internal reporting of violations of the code. These policies are located on the Investor Relations-Governance-Governance Documents page of our website at www.everforth.com. You may also obtain a copy of these documents without charge by writing to Everforth, Inc., 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060, Attn: Secretary.

Communicating with the Board

We invite stockholders and other interested parties to communicate any concerns they may have about Everforth with either the Chair of the Board or the directors as a group by writing to the attention of either the Chair of the Board or the directors at Everforth, Inc., 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060. Any and all such communication will be forwarded by the Secretary of the Company to the Chair of the Board, or all of the directors, as applicable.

Compensation Committee Interlocks and Insider Participation

During 2025, the Compensation Committee of the Board was composed of Ms. Lindstrom and Messrs. Holman and Callaghan. Ms. Lindstrom took the position of Chair in June 2025 replacing Mr. Holman, who remains a member of the committee. There are no Compensation Committee interlocks and no member of the Compensation Committee is or in 2025 was an officer or employee of Everforth or its subsidiaries, and none of the committee members had any relationships requiring disclosure of certain relationships and related-party transactions. None of the Company’s executives served as a member of the Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the beneficial ownership by the persons listed below of shares of Everforth’s common stock as of March 31, 2026.

Certain information in the table concerning stockholders other than our directors and officers is based on information contained in filings made by such beneficial owners with the SEC. Pursuant to Rule 13d-3 of the Exchange Act among other determining factors, shares are deemed to be beneficially owned by a person if that person has the right to acquire shares (for example, upon the vesting of an RSU) within 60 days of the date that information is provided. In addition, we note that Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. In determining the percentage ownership of any person, the amount of shares outstanding is deemed to include any shares beneficially owned by such person (and only such person) but excludes any securities held by or for the account of the Company or its subsidiaries. As a result, the percentage of

outstanding shares held by any person in the table below does not necessarily reflect the person’s actual voting power. As of March 31, 2026, there were 41,275,049 shares of Everforth common stock outstanding.

The following tables set forth the beneficial ownership of Everforth's common stock as of March 31, 2026 of the following persons:

•all stockholders known by us to beneficially own more than five percent of our common stock;

•each of our directors;

•each of our named executive officers, as identified; and

•all of our directors and executive officers as a group

Unless otherwise indicated, each person listed has sole voting power and sole investment power.

Ownership of More than Five Percent of the Common Stock of Everforth


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (# of shares)	Percent of Common Stock(2)
BlackRock, Inc.	5,886,809(1)	14.3%
50 Hudson Yards
New York, NY 10001


(1)			Based on information contained in a Schedule 13G/A filed with the SEC on November 8, 2024 by BlackRock, Inc. on behalf of various subsidiaries which has not subsequently been updated, BlackRock, Inc. directly or indirectly has sole voting power of 5,795,673 shares of our common stock, and sole dispositive power of 5,886,809 shares. The subsidiaries listed in the filing as beneficially owning the shares set forth above include: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd.
(2)			For the beneficial owner included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by such holder by the 41,275,049 shares of the Company’s common stock outstanding as of March 31, 2026. To the knowledge of the Company, the holder listed above does not have the right to acquire any additional shares of the Company on or within 60 days after March 31, 2026.

Ownership of Directors and Management of Everforth


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (# of shares)(4)	Percent of Common Stock(5)
Brian J. Callaghan(1)	329,277	*
Joseph W. Dyer	13,907	*
Mark A. Frantz	15,951	*
Maria R. Hawthorne	8,002	*
Jonathan S. Holman	11,643	*
Carol J. Lindstrom	9,061	*
Arshad Matin	14,819	*
Patricia L. Obermaier	4,798	*
Edwin A. Sheridan, IV(2)	418,433	1.0%
Theodore S. Hanson(3)	324,878	*
Sadasivam (Shiv) Iyer	8,199
Marie L. Perry	22,433	*
Jennifer H. Painter	49,660	*
Rose L. Cunningham	8,257	*
Randolph C. Blazer	85,895	*
All directors and executive officers as a group (15 persons)(3)	1,325,213	3.2%


*			Represents less than one percent of the shares outstanding.
(1)			323,829 of the Everforth shares beneficially owned by Mr. Callaghan are held in a trust in which he and his wife are both trustees, and the remaining 5,448 shares are held in his name directly.
(2)			Mr. Sheridan holds 47,997 of the Everforth shares he beneficially owns in a revocable trust, 364,988 shares are beneficially owned in a limited liability company for which he has the sole right to vote and invest the shares, and the remaining 5,448 shares are held in his name directly.
(3)			All of the Everforth shares beneficially owned by Mr. Hanson are held in a revocable trust for which he is the trustee.
(4)			There are no additional shares that would be available upon vesting of RSUs or otherwise within 60 days of March 31, 2026.
(5)			For each individual included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the 41,275,049 shares of the Company’s common stock outstanding as of March 31, 2026. As there are no shares of common stock that are issuable upon the vesting of RSUs within 60 days of March 31, 2026, there was no need to eliminate the effect to the shares of common stock that are issuable upon the vesting of RSUs held by others.

The individuals listed below were executive officers of Everforth in 2025. Mr. Blazer transitioned to the role of Executive Vice Chair in March 2025 and as of that date was no longer an executive

officer. They are all our named executive officers for 2025 as defined in Item 402 of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act").

Name

Age

Title

Years Experience in Industry

Years with Everforth

Theodore S. Hanson

Chief Executive Officer

over 25 years in industry

27 years with Everforth and Apex Systems

Sadasivam (Shiv) Iyer

President

25 years in Consulting industry

One year

Marie L. Perry

EVP, Chief Financial Officer

10 years CFO experience

Four years

Jennifer H. Painter

SVP, Chief Legal Officer and Secretary

20 years GC experience

13 years

Rose L. Cunningham

VP, Chief Accounting Officer and Controller

13 years Controller experience

13 years

Randolph C. Blazer

Executive Vice Chair

over 40 years in Consulting industry

19 years with Everforth and Apex Systems

The biography of our Chief Executive Officer is included in the section above entitled "Directors with Terms Ending in 2028" on p. 4.


			Sadasivam (Shiv) Iyer has served as President of Everforth since March 2025. Prior to Everforth, Mr. Iyer was the Americas Consulting and Industry X Lead Executive for Accenture since 2020 where he was responsible for scaling the company’s functional, industry, and technology advisory capabilities across the U.S.,
Canada, and Latin America. In this role, Mr. Iyer focused on maximizing value from acquisitions made by Accenture in the Americas, as well as scaling organically through investments in the company’s AI and industry capabilities. Mr. Iyer initially joined Accenture in 2010 as managing director in the Products industry vertical, before serving as Market Unit Lead, U.S. Midwest for which he was responsible for all industry verticals and service lines within the region. Before Accenture, Mr. Iyer served in multiple roles of increasing responsibility at A.T. Kearney, progressing through the company's ranks to principal. Over his career, Mr. Iyer has advised global corporations on digital transformation, go-to-market strategies, and large-scale model and cost transformations. Mr. Iyer began his career at Wipro Infotech in India. He is a regular contributor to the Consumer Brand Association, convening conversations with global CEOs across industries. He also serves on the Chicago board of the India-based nonprofit Pratham USA, which develops innovative models of education for underprivileged children. Mr. Iyer holds his bachelor’s degree in engineering and master's degree in management sciences from the University of Mumbai, and his master of business administration degree from the Kelley School of Business at Indiana University.


			Marie L. Perry joined Everforth in January 2022 as Executive Vice President, Finance, and was promoted to the role of Executive Vice President, Chief Financial Officer in August 2022. Prior to Everforth, Ms. Perry was chief financial officer for the U.S. division of Brinks, Incorporated, a NYSE-traded global leader in total
total cash management, route-based secure logistics and payment solutions, from August 2020 to January 2022. Prior to Brinks, Ms. Perry was chief financial and chief administrative officer for Jamba Juice, Inc., a lifestyle brand built on offering premium blended juices and food products, from May 2016 to January 2019. From 2003 to 2016, she held increasing roles at Brinker International, Inc., a casual dining company with over 1,600 locations and 100,000 employees, beginning with assistant controller to vice president to acting chief financial officer, controller and treasurer. From 1994 to 2003 she was a manager then managing director of corporate accounting at AMR Corporation (American Airlines) and a certified public accountant at KPMG US LLP from 1990 to 1998. In January 2025, Ms. Perry joined the board and serves as audit committee chair for Fogo Hospitality, Inc., a private Brazilian steakhouse chain. From 2018 to 2023, Ms. Perry served on the board of directors of Ruth’s Hospitality Group, a fine dining steakhouse company traded on NASDAQ until its acquisition. Ms. Perry received her bachelor of business administration degree in accounting from Texas A&M University and her master of business administration degree from The University of Texas at Austin.


			Jennifer Hankes Painter joined Everforth in June 2013 as its General Counsel and Secretary and was promoted to Senior Vice President, Chief Legal Officer in 2014. Ms. Painter focuses on legal and compliance issues affecting the Company, including mergers and acquisitions, litigation, corporate governance and Board support. Ms. Painter
joined Everforth after serving as general counsel, chief compliance officer and secretary of MRV Communications, Inc., a global provider of telecommunications equipment and services, from 2009 to 2013. From 2004 through 2008, Ms. Painter served as vice president and assistant general counsel for The Ryland Group, Inc., a Fortune 500 homebuilder traded on the NYSE. From 2001 through 2004, Ms. Painter served as vice president and general counsel of Cadiz, Inc., a water and agricultural company traded on NASDAQ. Prior to joining Cadiz, Ms. Painter was employed as an associate with Sullivan & Cromwell LLP, an international law firm, where she dealt with mergers and acquisitions, securities, and other corporate matters. She was an officer in the U.S. Army Corps of Engineers prior to her legal career. She currently serves as a member and on the membership committee of Firstwave, an alumni association of U.S. Service Academy graduates promoting community leadership. She received a bachelor of science degree in civil engineering from the U.S. Military Academy and a juris doctor degree from Loyola Law School of Los Angeles.


			Rose L. Cunningham joined Everforth in September 2013 as Assistant Controller and was promoted to the role of Vice President, Finance and Corporate Controller in July 2014. In December 2022 she was appointed as the Chief Accounting Officer of Everforth in addition to her controller role. From 2005 to
2012, Ms. Cunningham held various roles, including senior director of financial reporting and vice president, corporate controller, at THQ Inc., a former NASDAQ-traded global developer and publisher of interactive entertainment software. From 2002 to 2005, Ms. Cunningham held various roles including controller at Clearant, Inc., a start-up biotechnology company. She began her career in public accounting as an auditor working for Arthur Andersen LLP and Ernst & Young LLP from 1998 to 2002. She received her bachelor of science degree in accounting from Loyola Marymount University and is a certified public accountant (inactive).


			Randolph C. Blazer joined Everforth as President of Apex Systems in May 2012 as a result of the Company's acquisition of Apex Systems, and was promoted to President of the Company in January 2022 until he stepped down to the role of Executive Vice Chair in March 2025. Prior to the acquisition, Mr. Blazer served as Apex Systems' Chief Operating Officer from 2007 to 2012. Formerly, Mr. Blazer
served as president of the public sector for SAP America. From 2004 through 2006, Mr. Blazer was chairman and chief executive officer of BearingPoint Inc., one of the world's largest consulting and systems integration firms. From 1977 through 2004, Mr. Blazer held increasing senior positions with KPMG. Under his leadership, KPMG Consulting launched the fourth-largest IPO in NASDAQ's history, becoming the first of the Big Five consulting firms to separate from its audit and tax parent and become an independent, publicly-traded company. From 2012 to 2024, Mr. Blazer was an advisory board and compensation committee member of InSite LLC, a private company that provides building solutions for facilities and real estate teams. He is also a member of the board of Northern Virginia Technology Council, a not-for-profit supporting technology development in the region. Mr. Blazer holds a bachelor's degree in economics from McDaniel College and a master of business administration degree from the University of Kentucky.

Compensation Committee Chair Letter

Dear Stockholder,

As a member of the Board of Directors, I am pleased to share an update on Everforth's achievements in 2025. This year, management remained dedicated to advancing Everforth’s long-term goals, aiming to address the complex IT needs of both commercial enterprises and government clients. These efforts led to continued growth in high-value IT consulting revenues, which reached approximately $2.5 billion for 2025, or 63 percent of total revenues, highlighting the strength of Everforth’s business model and ability to adjust to industry changes.

In November 2025, Everforth held a successful Investor Day at the New York Stock Exchange, providing investors with greater transparency into Everforth’s strategy and long‑term financial framework. During this event, management introduced the Company’s three-year financial targets through 2028, reflecting the Board’s confidence in Everforth’s operational approach, capital allocation, and capacity to deliver on its growth strategy. These targets align with the Compensation Committee’s commitment to rewarding consistent performance, margin improvement, and cash flow generation.

The Board also endorsed the launch of Everforth as the Company’s unified brand. By combining complementary capabilities under one brand, Everforth can scale more effectively, expand cross-selling opportunities, and provide integrated solutions to clients, further strengthening the Company’s durability and competitiveness. Executive compensation remains designed to encourage progress in integration, scalability, and disciplined execution across the organization.

Everforth is dedicated to delivering value for stockholders. Each initiative, from expanding consulting revenues and launching a unified brand to implementing disciplined capital allocation and rewarding sustained performance, was thoughtfully designed to advance the interests of those who invest in Everforth. In 2025, Everforth deployed $170.1 million in cash to repurchase 3.1 million shares, and the Board authorized the largest share buyback program in the Company’s history, totaling $1 billion.

As a committee, we believe that our executive compensation program is crucial in driving our business strategy and aligning our leadership team with the interests of our stockholders. Our executives are incentivized to achieve strong top- and bottom-line growth as well as market-leading stockholder returns, with one of the components of their three-year equity grants being total stockholder return relative to our peers. Our stockholders have shown robust support for our compensation programs, both through direct feedback and through a vote of 98.7 percent in support of our 2025 Say-on-Pay vote. In light of this strong endorsement and the effectiveness of our programs, we maintained our designs for 2025 and kept the structure substantially intact with minor revisions for 2025. Reflecting the challenging macroeconomic conditions in 2025, which affected Everforth's financial performance and that of our peer group, our annual cash incentive bonus payouts reflected our commitment to aligning pay with performance, paying out slightly below target levels for our named executive officers, and their 2023 three-year PSUs with performance ending in 2025 were achieved at zero percent. In the following Executive Compensation Discussion and Analysis section, our goal is to clearly outline the steps taken to support our objectives and demonstrate our unwavering focus on tying pay to performance.

Carol J. Lindstrom

(Compensation Committee Chair)

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our executive compensation program is designed to attract and retain high-caliber executive officers, and to motivate and reward performance that is consistent with our corporate objectives and stockholder interests. Our policy is to provide a competitive total compensation package that shares our success with our named executive officers, as well as other employees, when our goals are met.

Brand Evolution and Company Performance

In April 2026, ASGN adopted a new customer and investor-facing brand, Everforth, a leading technology and digital engineering company. Everforth is purpose built to deliver comprehensive IT solutions at scale, uniting deep industry expertise across a portfolio of specialized commercial and government brands. By unifying our capabilities into a single brand, Everforth is better positioned to serve clients who are navigating increasingly complex and rapidly changing technology environments. Every time Everforth goes to market, we bring the full resources of a scaled, high‑end IT solutions provider, grounded in deep industry expertise and trusted relationships.

In 2025, Everforth generated revenues of $4 billion, with higher-end IT consulting solutions comprising 63 percent of the total, up from 58 percent in the prior-year period. Despite ongoing macroeconomic challenges and market pressures throughout the year, we maintained a robust portfolio of enterprise and federal government clients across five commercial industries – Consumer & Industrial, Technology, Media, and Telecom (TMT), Financial Services, Healthcare, and Business Services – and four federal customer types – Defense & Intelligence, National Security, Civilian, and other customers. Our client portfolio is diversified and balanced, with no single industry representing more than 22 percent of revenue in 2025, providing stability across market cycles.

Our strong free cash flow generation is a highlight of our business model and enables us to invest in organic growth and buy back our shares, all while maintaining balance sheet flexibility to invest in M&A. In 2025, we generated $327.9 million in operating cash flow, $288.1 million in free cash flow, and deployed $170.1 million to repurchase 3.1 million shares. We are strongly committed to delivering shareholder returns and in November 2025, our Board of Directors approved a $1 billion share repurchase program, the largest in Everforth’s history.

*As of December 31 of the applicable year.

(1) Financials reflect reported values.

(2) A reconciliation of Adjusted EBITDA to net income is included in Annex A.

Everforth’s Strategic Direction

Through our strategic goals of Execute, Scale, and Acquire, we aim to achieve solid financial performance by implementing sustainable actions that benefit our business in the short-term and prepare us for long-term success. Collectively, this

framework supports disciplined execution, scalable growth, and targeted acquisitions that align with our strategic and financial priorities.


Execute			• Expand and enhance our six core IT solutions capabilities to commercial and federal government customers • Embed AI, data, cloud, and cybersecurity into daily operations to drive productivity and efficiency for our business and our customers • Amplify our capabilities by leveraging key technology alliance partnerships to co-develop and co-sell solutions, assets, and accelerators
Scale			• Grow base of Fortune 1000 enterprise accounts that are stable revenue sources and quickly adopt new technologies • Enhance market share among existing customer base through value-added technology solutions • Allocate free cash flow to serve the interests of all stakeholders effectively
Acquire			• Target strategic tuck-in acquisitions that bring new solution capabilities with industry expertise, new customers or new contracts • Focus on companies with financial and cultural profiles similar to Everforth • Assure that acquisitions are accretive to earnings, while also supporting Everforth's long-term strategy

Everforth is a leading technology and digital engineering company that helps organizations adapt, innovate, and thrive in a world of constant change. Our journey to becoming Everforth has been shaped by years of purposeful growth and dedicated service to our clients. As the technology needs of our commercial and government clients have grown more complex, we’ve proactively refined our strategy and seized the opportunity to go to market as a single, unified organization offering a diverse and differentiated set of IT solutions. We are focused on six key solutions areas: AI and Data, Cloud and Infrastructure, Application Modernization and Digital Experience, Cybersecurity, and Enterprise Platforms. Our value proposition is the ability to engineer these solutions into each client’s unique environment by bringing the right technology, insight, and expertise together. Our solutions are amplified by our technology alliance partnerships. We co-develop, co-sell, and co-deliver with leading enterprise platforms, hyperscalers, data providers, and cybersecurity partners. We deploy their platforms internally, build proprietary assets on top of them, and take those capabilities to market alongside our partners.

We are committed to being our own best qualification in each of our solutions areas, and so we are embedding the latest advancements in AI, data, cloud, and cybersecurity into our daily operations to enhance the value proposition to our customers. Through the establishment of our AI Innovation Center and our many Centers of Excellence, we are enhancing our solutions

capabilities and positioning ourselves as a leading authority in all facets of commercial and federal IT modernization.

Our transition to Everforth is designed to unlock our scale as an enterprise and increase cross-selling by bringing the breadth of our solutions to our enterprise clients, all while supporting continued revenue growth and margin expansion. While organic revenue growth remains the primary focus of the business, we will continue to pursue strategic acquisitions that enhance our solutions capabilities and technology partnerships.

Our M&A efforts are aimed at acquiring companies that improve our high-end IT solutions capabilities by adding new customers, new contracts, or new technology partnerships. In 2025, we welcomed TopBloc, a premier Workday partner, into the Everforth family. By pulling TopBloc’s capabilities across our commercial client base, we immediately broadened our ERP market share while solidifying our tech alliance partnership with Workday.

By combining complementary strengths and resources under the Everforth brand, we advance our strategic objectives — Execute, Scale, and Acquire. This approach enables us to deliver increased value to commercial enterprises and government clients, strengthen partnerships, and improve operational efficiency throughout the organization.

Summary of Say-on-Pay and Responsiveness


Stockholder engagement is a key value and a significant part of our ongoing review of corporate governance and executive compensation practices. We are committed to actively seeking feedback from our stockholders to foster a constructive dialog on our programs as well as the decision-making process behind them.
In 2025, we reached out to stockholders representing over half of our outstanding stock. 98.7 percent of the votes cast for the Say-on-Pay proposal were cast FOR the proposal. The Compensation Committee considered this strong support, along with feedback from our stockholder engagement discussions, when it determined to substantially maintain our current compensation program design.

Say-on-Pay Engagement and Responses


Stockholder Engagement Process	Feedback Heard	Compensation and Nominating and Corporate Governance Committee Actions
◦Consistent with our historical practice, we conducted proactive stockholder engagement throughout the year and our Chief Legal Officer, VP, Investor Relations and former Compensation Committee Chair spoke with several of our larger stockholders to discuss our business, compensation, sustainability programs and governance. ◦We shared feedback from our stockholders with the Compensation and the Nominating and Corporate Governance Committees.	◦Stockholders were generally supportive of our broader business strategy and performance. ◦Stockholders generally expressed a high level of support for our executive compensation programs while providing commentary on performance metrics, including their structure. ◦Certain stockholders noted that they would prefer our Board members have one-year and not three-year terms.	◦Due to the strength of the support of our executive compensation programs and their continuing effectiveness, the Compensation Committee elected to make only minor changes to the structure of executive compensation in 2025. ◦The Nominating and Corporate Governance Committee reviewed the issue of staggered director terms with the full Board, and determined to continue the practice as it maintains a balance between stability and fresh perspectives.

Process for Determining Compensation

The role of our Compensation Committee is to oversee our executive plans and policies, administer our equity plans, and approve all compensation for our named executive officers. Our Compensation Committee generally seeks input from our Chief Executive Officer when discussing executive performance and compensation levels for named executive officers (other than his own compensation). Our Chief Legal Officer has the responsibility of advising the Compensation Committee and coordinating with any third-party compensation advisers. The Compensation Committee also works with our Chief Financial Officer to evaluate the financial, accounting and tax implications of compensation actions. None of our named executive officers participates in deliberations regarding his or her own compensation. Our Compensation Committee deliberates and determines compensation decisions related to our Chief Executive Officer in executive session, outside of the presence of the Chief Executive Officer.

The Compensation Committee oversees the executive compensation program and determines compensation for the Company’s executive officers. The Compensation Committee recognizes that, from time to time, it is appropriate to enter into compensatory agreements with key executives, and has done so

with each of our named executive officers. Through these agreements, Everforth seeks to further motivate such individuals,

retain their services, and secure confidentiality and non-solicitation obligations, applicable both during and after their employment. These compensatory agreements include executive employment agreements and severance arrangements.

Compensation Consultant. In 2025, the Compensation Committee retained Semler Brossy as its independent compensation consultant. The Compensation Committee has assessed the independence of Semler Brossy pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently representing the Compensation Committee.

The Compensation Committee also compares our performance against that of our peer group as part of its oversight responsibilities and uses industry performance data to set performance targets.

The peer group was developed with advice from Semler Brossy to include Everforth’s key business and talent competitors, with a focus on:

•Related industry companies in the IT and government services areas; and

•Companies generally within a range of 0.5x to 2.0x of Everforth’s revenue and/or market cap on a pro-forma basis (with some exceptions for strong business fits).

Based on these criteria, the peer group used for 2025 compensation is presented in the table below and remained the same from 2024.


	Financials (in millions)(1)
Name	Revenues ($)	Market Cap ($)

Booz Allen Hamilton Holding Corporation	11,980	16,444
CACI International Inc.	7,660	9,054
Clarivate Plc	2,557	3,609
EPAM Systems, Inc.	4,728	13,263
FTI Consulting, Inc.	3,699	6,870
Gartner, Inc.	6,267	37,369
ICF International, Inc.	2,020	2,037
Insperity, Inc.	6,581	2,898
KBR, Inc.	7,742	7,719
Kelly Services, Inc.	4,332	450
Kforce Inc.	1,405	1,082
Korn Ferry	2,730	3,479
Leidos Holdings, Inc.	16,662	19,222
ManpowerGroup Inc.	17,854	2,709
Maximus, Inc.	5,306	4,501
Parsons Corporation	6,751	9,796
Robert Half Inc.	5,796	7,275
Science Applications International Corporation	7,479	5,464
Unisys Corporation	2,008	439
75th Percentile	7,569	9,425
50th Percentile	5,796	5,464
25th Percentile	3,214	2,803
Everforth, Inc.	4,100	3,684


(1)			Revenues reflect the reported results for fiscal years ending in 2024, and the market capitalization values are as of December 31, 2024.

Compensation Philosophy

Program Overview

Our executive compensation program is tied to our near- and long-term business strategy and keeps our named executive

officers focused on sustaining industry-leading financial and share price performance.


Element			Purpose
Base Salary ü Attract and retain ü Stable value delivery			• Fixed compensation, payable in cash • Provides executives with security and continuity in compensation • Key component of attracting and retaining qualified executives
Cash Incentives ü Pay for short-term performance ü Align with near-term strategy			• Variable, cash-based compensation rewards executives for performance against key financial, operating and strategic goals • Performance-based, with payouts only received for strong performance
Equity ü Pay for sustained, long-term performance ü Align executives and stockholders ü Long-term retention			• Emphasizes long-term operational performance and stockholder value growth • Ties opportunities for wealth creation and stock ownership directly to the long-term success of Everforth • Promotes retention of executives • Aligns executives with the interests of our stockholders • Encourages maximization of stockholder value

Compensation Policies and Practices

Our pay-for-performance philosophy and executive compensation governance provide a framework for executives to achieve Everforth’s financial and strategic goals without

encouraging excessive risk-taking in their business decisions. Key practices include:


WHAT WE DO			WHAT WE DON'T DO
ü Emphasis on pay-for-performance ü Challenging performance goals for incentive programs, requiring market performance to be earned at target levels, and significantly higher performance for stretch goals above target ü Compensation program designed to mitigate undue risk-taking ü Double-trigger required for change in control severance provisions ü Rigorous stock ownership guidelines for executives and directors ü Maintain clawback policy for executive incentive compensation that is more restrictive than the SEC-mandated policy ü The fully independent Compensation Committee engages an independent compensation consultant			x No gross-ups related to executive compensation, excise taxes or otherwise x Directors and executives are prohibited from hedging and pledging the Company’s stock x No excessive perquisites x No repricing of stock option awards without stockholder approval

2025 Compensation Program

The Compensation Committee strives to achieve a balance between cash and equity compensation as well as long-term and short-term incentive compensation which aligns with our stockholders’ interests. A fundamental objective of the Compensation Committee is to make a substantial portion of each executive officer’s compensation contingent upon the Company's performance, as well as upon his or her own individual level of performance so that each executive officer is

compensated for results. The Compensation Committee furthers this objective through an annual performance-based cash incentive program and an equity incentive program which includes equity for which vesting is subject to three-year performance targets, modified by the Company's stock performance versus our industry over a three-year period. The Compensation Committee uses equity awards to align the remuneration potential for the executive officers with stockholder interests.

The following tables illustrate that a significant portion of our named executive officers' 2025 annual target compensation was performance-based.

Everforth's Executive Pay Design Supports the Company’s Corporate Strategy

Named Executive Officers' Total Target Compensation for 2025

Each year, the Compensation Committee assesses the competitive positioning of our named executive officers' target compensation relative to our peers and, if appropriate in consideration of each executive’s context, role and performance, adjusts their target compensation for the following year. The table below reflects the Compensation Committee’s compensation decisions for named executive officer target compensation in 2025, based on market competitiveness and the committee’s assessment of the Company’s and each executive’s performance in 2024, as applicable.

The equity dollar-denominated amounts listed in the table that were delivered as performance-based RSUs ("PSUs") differ slightly from the amounts in the Stock Award column in the Summary Compensation table or the Grants of Plan-Based Awards table because the accounting treatment of our PSUs takes into account a Monte Carlo valuation when determining grant date fair value.


Name	Salary ($)	Target Annual Cash Incentive Bonus ($)	RSUs ($)	PSUs ($)	Total ($)
Theodore S. Hanson	1,100,000	1,650,000	3,000,000	4,500,000	10,250,000
Sadasivam (Shiv) Iyer(1)	850,000	1,062,500	875,000	875,000	3,662,500
Marie L. Perry	650,000	650,000	1,137,500

SEC Form DEF 14A filed by ASGN Incorporated