Edgar Filing: KFORCE INC

DEF 14A

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

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KFORCE INC.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 19, 2016

Dear Shareholder:

On Tuesday, April 19, 2016, Kforce Inc. will hold its 2016 Annual Meeting of Shareholders at Kforce’s corporate headquarters located at 1001 East Palm Avenue, Tampa, Florida 33605. The Board of Directors cordially invites all shareholders to attend the meeting, which will begin at 8:00 a.m., eastern time.

We are holding this meeting to:

1.Elect three Class I directors to hold office for a three-year term expiring in 2019;


2.	Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for the fiscal year ending December 31, 2016;

3.Approve Kforce’s executive compensation;

4.Re-approve the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan;

5.Approve the Kforce Inc. 2016 Stock Incentive Plan; and

6.Attend to other business properly presented at the meeting.

Kforce’s Board of Directors has selected February 26, 2016 as the record date for determining shareholders entitled to vote at the meeting.

The proxy statement, proxy card and Kforce’s 2015 Annual Report to Shareholders are being mailed on or about March 18, 2016. Whether or not you plan to attend the annual meeting, we encourage you to vote your shares. Please submit your proxy in any one of the following ways: (1) using the toll-free telephone number shown on the enclosed proxy card; (2) using the Internet website shown on the enclosed proxy card or (3) completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope.

If you need further assistance, please contact Kforce Investor Relations at (813) 552-5000. Thank you for your continuing support.

BY ORDER OF THE BOARD OF DIRECTORS

David M. Kelly

Corporate Secretary

Tampa, Florida

March 18, 2016

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 19, 2016.

This proxy statement and our 2015 Annual Report to Stockholders are available at http://investor.kforce.com/annuals.cfm.

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TABLE OF CONTENTS



Questions and Answers	3
Proposal 1. Election of Directors	6
Corporate Governance and Risk Management Policies	9
Corporate Governance Guidelines	9
The Board of Directors	9
Board Meetings	9
Board Leadership Structure	9
Board Risk Oversight	10
Board Diversity	10
Commitment to Integrity	10
Minimum Director Stock Ownership	11
Minimum Executive Stock Ownership	11
Clawback Policy	12
Insider Trading, Anti-Pledging and Anti-Hedging	12
Communications with the Board	12
Director Attendance at Annual Meetings	12
Majority Voting for Directors	12
Committees of the Board	13
Directors’ Compensation	16
Transactions with Related Persons	17
Review, Approval, or Ratification of Transactions with Related Persons	17
Proposal 2. Ratification of Appointment of Independent Registered Public Accountants	18
Audit Committee Report	19
Beneficial Ownership of Common Shares	20
Directors and Named Executive Officers	20
Owners of More Than 5%	20
Section 16(a) Beneficial Ownership Reporting Compliance	21
Executive Officers	22
Compensation Discussion and Analysis	23
Executive Summary	23
Compensation Committee Roles and Responsibilities	25
Executive Compensation Philosophy	26
Financial and Operational Summary	28
2015 NEO Compensation Components and Results	31
Earned Compensation Table for Corresponding Year of Performance	37
Other Factors Affecting Compensation	38
Summary Compensation Table	40
Grants of Plan-Based Awards	42
Outstanding Equity Awards at Fiscal Year-End	43
Option Exercises and Stock Vested	43
Pension Benefits	44
Nonqualified Deferred Compensation	44
2015 Potential Payments Upon Termination or Change in Control	45
Risks Resulting from Compensation Policies and Practices	49
Compensation Committee Interlocks and Insider Participation	49
Compensation Committee Report	49
Proposal 3. Approval of Kforce’s executive compensation	50
Proposal 4. Re-approval of the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan	51
Proposal 5. Approval of the Kforce Inc. 2016 Stock Incentive Plan	54
Securities Authorized for Issuance Under Equity Compensation Plans	61
Shareholder Proposals	61
Other Matters	62
Appendix A. Kforce Inc. Amended and Restated Performance Incentive Plan	A-1
Appendix B. Kforce Inc. 2016 Stock Incentive Plan	B-1

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QUESTIONS AND ANSWERS

Q: Why did you send me this proxy statement?

A: We sent you this proxy statement and the enclosed proxy card because Kforce’s Board of Directors (the "Board") is soliciting your proxy on behalf of Kforce (the "Firm") to vote your shares at the 2016 Annual Meeting of Shareholders (the "Annual Meeting"). This proxy statement summarizes information that we are required to provide to you under the rules of the Securities and Exchange Commission (the "SEC") and which is designed to assist you in voting.

Q: When is the Annual Meeting and where will it be held?

A: The Annual Meeting will be held on Tuesday, April 19, 2016, at 8:00 a.m., eastern time, at Kforce’s corporate headquarters located at 1001 East Palm Avenue, Tampa, Florida 33605.

Q: What may I vote on?

A: You may vote on the following proposals:


•	To elect three Class I directors to hold office for a three-year term expiring in 2019;


•	To ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for the fiscal year ending December 31, 2016;


•	To approve Kforce’s executive compensation;


•	To re-approve the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan; and


•	To approve the Kforce Inc. 2016 Stock Incentive Plan.

Q: How does Kforce’s Board recommend I vote on the proposals?

A: The Board recommends a vote: (1) FOR the election of each of the three Class I directors to hold office for a three-year term expiring in 2019; (2) FOR the ratification of the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for the fiscal year ending December 31, 2016; (3) FOR the approval of Kforce’s executive compensation; (4) FOR the re-approval of the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan; and (5) FOR the approval of the Kforce Inc. 2016 Stock Incentive Plan.

Q: Who is entitled to vote?

A: Only those who owned Kforce common stock (the "Common Stock") at the close of business on February 26, 2016 (the "Record Date") are entitled to vote at the Annual Meeting.

Q: How do I vote?

A: You may vote your shares either in person or by proxy. Whether you plan to attend the meeting and vote in person or not, we encourage you to submit your proxy by: (1) using the toll-free telephone number shown on the enclosed proxy card; (2) using the Internet website shown on the enclosed proxy card; or (3) completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted consistent with the Board’s recommendations listed above.

Q: Can I change my vote?

A: You have the right to change your vote at any time before the meeting by:


(1)	Notifying Kforce’s Corporate Secretary, David M. Kelly, in writing at the address listed below that you have revoked your proxy;


(2)	Voting in person;


(3)	Returning a later-dated proxy card;


(4)	Voting through the Internet at http://www.investorvote.com/KFRC at a later date; or


(5)	Voting through the toll-free telephone number by calling 1-800-652-VOTE (8683) at a later date.

Q: Do I have appraisal rights if I dissent from voting on a matter at the Annual Meeting?

A: There are no statutory or contractual rights of appraisal or similar remedies available to those shareholders who dissent from any matter to be acted on at the Annual Meeting.

Q: What is the complete mailing address, including ZIP Code, of Kforce’s principal executive office?

A: Kforce’s principal executive office is located at 1001 East Palm Avenue, Tampa, Florida 33605.

Q: How many shares can vote?

A: As of the Record Date, 28,432,733 shares of Common Stock were outstanding. Every holder of Common Stock is entitled to one vote for each share held.

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Q: What is a "quorum"?

A: A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. There must be a quorum for the meeting to be held. If you submit a properly executed proxy card, even if you abstain from voting, then you will be considered part of the quorum. If a broker, bank, custodian, nominee or other record holder of Common Stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, the shares held by that record holder (referred to as “broker non-votes”) will also be counted as present and considered part of a quorum.

Q: What is the required vote for the proposals to pass assuming that a quorum is present at the Annual Meeting?

A: Our Bylaws provide that the election of our directors in uncontested elections is based on a majority voting standard. In contested director elections, the plurality standard will apply. Because we did not receive advance notice under our Bylaws of any shareholder nominees for directors, Proposal 1 is an uncontested election. To be elected in an uncontested election, the votes "for" a director must exceed 50% of the votes actually cast with respect to the director’s election. Votes actually cast include votes where the authority to cast a vote for the director’s election is explicitly withheld and exclude abstentions with respect to that director’s election, so abstentions and any broker non-votes will have no effect on the election of directors. If one of the Class I director nominees is not elected and no successor has been elected at the meeting, that director shall promptly tender a conditional resignation following certification of the shareholder vote. The Nomination Committee shall consider the resignation offer and recommend to the Board whether to accept such offer. The Board will endeavor to act on the recommendation within 90 days following the recommendation.

To pass Proposals 2, 3, 4 and 5, each of these proposals must receive the affirmative vote of a majority of the shares entitled to vote on the matter. An abstention is considered as present and entitled to vote and, for these purposes, as cast on the proposal. Because each of Proposals 2, 3, 4 and 5 requires the affirmative vote of a majority of the shares entitled to vote on the Proposal, an abstention will have the effect of a vote against each of Proposals 2, 3, 4 and 5. A broker non-vote, on the other hand, is not considered "entitled to vote." Therefore, broker non-votes will not have an effect on Proposals 2, 3, 4 and 5. Proposal 3 is a non-binding advisory vote.

Q: How will voting on any other business be conducted?

A: Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement, if any other business is properly presented at the Annual Meeting, your signed proxy card gives authority to David M. Kelly, Kforce’s Senior Vice President and Chief Financial Officer and Corporate Secretary, and Michael Blackman, Kforce’s Chief Corporate Development Officer, or either of them, to vote on such matters at their discretion.

Q: How are my shares voted if I submit a proxy but do not specify how I want to vote?

A: If you submit a properly executed proxy card or complete the telephone or Internet voting procedures but do not specify how you want to vote, your shares will be voted: (1) FOR the election of each of the nominees for director; (2) FOR the ratification of the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for the fiscal year ending December 31, 2016; (3) FOR the approval of Kforce’s executive compensation; (4) FOR the re-approval of the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan; and (5) FOR the approval of the Kforce Inc. 2016 Stock Incentive Plan.

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Q: How do I vote using the telephone or the Internet?

A: For Shares Directly Registered in the Name of the Shareholder. Shareholders with shares registered directly with Computershare Trust Company, N.A. ("Computershare"), Kforce’s transfer agent, may vote on the Internet at http://www.investorvote.com/KFRC. The voter will be required to provide the Control Number contained on the voter's proxy card. After providing the correct Control Number, the voter will be asked to complete an electronic proxy card. The votes will be generated on the computer screen and the voter will be prompted to submit or revise them as desired. Votes submitted via the Internet by a registered shareholder must be received by 11:59 p.m., eastern time, on April 18, 2016.

For Shares Registered in the Name of a Bank or Brokerage. A number of brokerage firms and banks are participating in a program for shares held in "street name" that offers Internet voting options. This program is different from the program provided by Computershare for shares registered in the name of the shareholder. If your shares are held in an account at a brokerage firm or bank participating in the street name program, you may have already been offered the opportunity to elect to vote using the Internet. Votes submitted via the Internet through the street name program must be received by 11:59 p.m., eastern time, on April 18, 2016.

Shareholders eligible to vote at the Annual Meeting, using a touch-tone telephone, may also vote by calling (toll free) 1-800- 652-VOTE (8683) and following the recorded instructions.

Please note that the method of voting used will not affect your right to vote in person should you decide to attend the Annual Meeting. Also, please be aware that Kforce is not involved in the operation of either of these Internet voting procedures and cannot take responsibility for any access or Internet service interruptions that may occur or any inaccuracies, or erroneous or incomplete information that may appear.

Q: Who will count the vote?

A: A representative of Computershare, an independent tabulator, will count the vote and act as the inspector of election.

Q: When are the shareholder proposals for the next Annual Meeting of Shareholders due?

A: All shareholder proposals to be considered for inclusion in next year’s proxy statement must be submitted in writing to David M. Kelly, Corporate Secretary, Kforce Inc., 1001 East Palm Avenue, Tampa, Florida 33605, by November 18, 2016. In addition, the proxy solicited by the Board for the 2017 Annual Meeting of Shareholders will confer discretionary authority to vote on any shareholder proposal presented at that meeting, unless we are provided with written notice of such proposal by February 1, 2017.

Q: Who will pay for this proxy solicitation?

A: We will pay all the costs of soliciting these proxies, except for costs associated with individual shareholder use of the Internet and telephone. In addition to mailing proxy solicitation material, our directors and employees may solicit proxies in person, by telephone or by other electronic means of communication. In addition, we have engaged Georgeson, Inc. to assist in the solicitation of proxies. We anticipate that the costs associated with this engagement will be approximately $12,500 plus costs and expenses incurred by Georgeson, Inc. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our shareholders.

Q: How can I find the results of the Annual Meeting?

A: Preliminary results will be announced at the Annual Meeting and final results will be filed with the SEC on a Current Report on Form 8-K within four business days after the Annual Meeting. The Form 8-K will be available on the SEC’s website at www.sec.gov as well as our own website, www.kforce.com under the Investor Relations section of our website.

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PROPOSAL 1. ELECTION OF DIRECTORS

The Board has nine directors who are divided into three classes serving staggered three-year terms. The classes relate to each director’s term of office. At each annual meeting of shareholders, the successors to the directors whose terms expire at that meeting are elected for terms expiring at the third annual meeting after their election by the shareholders. At the Annual Meeting, you and the other shareholders will vote for the election of three individuals, who are identified below, to serve as Class I directors for a three-year term expiring at the 2019 Annual Meeting of Shareholders. All of the nominees are currently directors of Kforce, previously elected by the shareholders. Pursuant to the marketplace rules of The NASDAQ Stock Market LLC (the "NASDAQ Rules") and the laws and regulations of the SEC (the "SEC Rules"), the Board determined that Ms. Rosen and Mr. Struzziero are independent while Mr. Sutter is not independent.

The individuals named as proxies will vote the enclosed proxy for the election of the individuals nominated by the Board unless you direct them to withhold your votes. Each of the director nominees is willing and able to stand for election at the Annual Meeting, and we do not know of any reason why any of the nominees would be unable to serve as a director. However, if any nominee becomes unable or unwilling to stand for election, the Board may reduce its size or designate a substitute. If a substitute is designated, proxies voting for the original nominee will be cast for the substituted nominee.

The biographies of each of the nominees and continuing directors below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nomination Committee and the Board to determine that the person should serve as a director of Kforce.

Nominees for Election, Class I Directors

Terms Expire in 2019

Elaine D. Rosen, 63, has served as a director of Kforce since June 2003. Ms. Rosen has served as a director of Assurant, Inc., a publicly traded corporation, and a provider of specialized insurance and insurance-related products and services since March 2009 and became non-executive Chair of the Board in November 2010. Ms. Rosen has also served as the Chair of the Board of The Kresge Foundation since January 2007. Ms. Rosen serves as trustee or director of several non-profit organizations, a past Chair of the Board of Preble Street, a homeless collaborative in Portland, Maine, and has served as a trustee of the Foundation for Maine’s Community Colleges since 2008. Ms. Rosen was a director of the Elmina B. Sewall Foundation from 2008 to 2012 and Downeast Energy Corp., a privately-held company that provides heating products and building supplies, from 2003 until its sale in April 2012. From 1975 to March 2001, Ms. Rosen held a number of positions with Unum Life Insurance Company of America, including President.

Ms. Rosen has extensive experience as a senior executive in the insurance industry and as a director of companies, as well as substantial experience with charitable organizations, particularly as the Chair of the Board of one of the largest private foundations in the country. Through this background, as well as her experience as Chair of the Compensation Committee of Kforce and her experience on the Board of Assurant, Inc., where she currently serves as the non-executive Chair and previously served on the compensation committee, she has considerable expertise in, among other things, executive compensation, a subject matter that is undergoing dynamic change.

Howard W. Sutter, 67, has served as a director of Kforce since its formation in 1994. Mr. Sutter has served as a Vice Chairman since 2005, and oversees Kforce's mergers, acquisitions and divestitures. Prior to August 1994, Mr. Sutter served as Vice President of Romac-FMA (1984-1994), and Division President of Romac-FMA’s South Florida location (1982-1994).

Mr. Sutter has led Kforce’s merger, acquisition, and divestiture efforts for the past 18 years and, over this time, has led the effort on a significant number of acquisitions, including those of two public companies, and several divestitures. The Board believes that Mr. Sutter’s knowledge of the staffing industry, and more specifically the mergers and acquisition market, brings an important expertise to the Board. Mr. Sutter also has extensive experience in staffing operations.

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Ralph E. Struzziero, 71, has served as a director of Kforce since October 2000. Mr. Struzziero currently serves as a director of Prism Medical Ltd., a publicly traded corporation on the TSX Venture Exchange in Canada, and a manufacturer and distributor of moving and handling equipment for the mobility challenged (since July 2011). Since 1995, Mr. Struzziero has operated an independent business consulting practice, providing interim executive-level advisory and professional services to a variety of organizations. In addition, he served as an adjunct professor at the University of Southern Maine from 1997 to 2006. Mr. Struzziero previously served as Chairman (1990-1994) and President (1980-1994) of Romac & Associates, Inc., one of Kforce’s predecessors. Mr. Struzziero is also currently a director of Automobile Club of Southern California, a travel club and property and casualty insurer in California, AAA of Northern New England, a travel club serving Maine, New Hampshire and Vermont, and Auto Club Enterprise, a holding company of these two companies. Mr. Struzziero previously served on the Board of Directors of Downeast Energy Corp., a privately-held company that provides heating products and building supplies, from January 2001 until its sale in April 2012.

Mr. Struzziero has extensive experience in the staffing industry. The Board believes this gives Mr. Struzziero, in his capacity as lead independent director, a unique insight among the non-employee directors relating to Kforce’s business and operations.

Continuing Directors, Class II Directors

Terms Expire in 2017

John N. Allred, 69, has served as a director of Kforce since April 1998. Mr. Allred has served as President of A.R.G., Inc., a provider of temporary and permanent physicians located in the Kansas City area since January 1994. Mr. Allred was a director at Source Services Corporation ("Source") prior to its merger with Kforce in 1998 and served in various capacities with Source from 1976 to 1993 including Vice President (1987-1993), Regional Vice President (1983-1987) and Kansas City Branch Manager (1976-1983).

Mr. Allred has extensive experience in the staffing industry. He is particularly knowledgeable in the area of healthcare, which is an important part of Kforce’s business. His staffing industry experience (other than his directorship in Kforce) is with companies other than Kforce, which allows him to address operational issues with a different perspective.

Richard M. Cocchiaro, 61, has served as a director of Kforce since its formation in August 1994. Mr. Cocchiaro served as a Vice Chairman from 2004 through his retirement in January 2016, during which time he oversaw our Customer First Customer Loyalty Program and served on both Kforce’s internal executive committee and innovation council. Previously, Mr. Cocchiaro served as Vice President of Strategic Accounts for Kforce (2000–2004), Vice President of Strategic Alliances for Kforce.com Interactive (1999) and National Director of Strategic Solutions within Kforce’s emerging technologies group (1994-1999).

Mr. Cocchiaro has extensive experience with Kforce’s field operations on a national basis, bringing an important perspective to the Board. He has served in numerous leadership roles within Kforce including, among others, the financial services group, leading the Chicago market, the emerging technologies group, strategic alliances, national accounts and most recently leading the Customer First Customer Loyalty Program.

A. Gordon Tunstall, 71, has served as a director of Kforce since October 1995. He is the founder, and for more than 30 years has served as President of Tunstall Consulting, Inc., a provider of strategic consulting and financial planning services. Mr. Tunstall has also served as a director of Tabula Rasa Healthcare, Inc., a medication risk management and distribution pharmacy, since March 2012. Mr. Tunstall previously served as a director for JLM Industries, Inc., Orthodontics Center of America, Inc., Discount Auto Parts, Inc., Advanced Lighting Technologies Inc., Health Insurance Innovations, Horizon Medical Products Inc., and L.A.T. Sportswear.

Mr. Tunstall provides the Board a unique point of view regarding strategy, given his background as a successful strategic consultant for over 30 years advising a large number of companies in a variety of industries. He also qualifies as an Audit Committee financial expert and stands willing to assume this role if for any reason the current Audit Committee financial expert ceases to serve on the Board.

Continuing Directors, Class III Directors

Terms Expire in 2018

David L. Dunkel, 62, has served as Kforce’s Chairman, Chief Executive Officer and a director since its formation in 1994. Prior to August 1994, he served as President and Chief Executive Officer of Romac-FMA, one of Kforce’s predecessors, for 14 years. In addition to the significant value that Mr. Dunkel brings to Kforce, we believe it is customary and appropriate for the Chief Executive Officer to be a member of the Board of Directors.

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Mark F. Furlong, 58, has served as a director of Kforce since July 2001. Mr. Furlong has also served as a director of Antares Capital, a provider of financing solutions for middle market, private equity-backed transactions, since December 2015. He served as the President and Chief Executive Officer of BMO Harris Bank, N.A. from July 2011 to June 2015. Mr. Furlong served as a director of BMO Harris Bank, N.A. and BMO Financial Corporation from July 2011 to June 2015. Prior to its acquisition by BMO Harris Bank, N.A. in 2011, he served as Chairman of Marshall & Ilsley Corporation from October 2010, Chief Executive Officer from April 2007 and as President from July 2004. He also served as Chief Financial Officer of Marshall & Ilsley Corporation from April 2001 to October 2004. Mr. Furlong’s prior experience also includes service as an audit partner with Deloitte & Touche LLP.

Mr. Furlong is the Audit Committee financial expert. Kforce believes his considerable expertise, including his experience as President and Chief Executive Officer of BMO Harris Bank, N.A., the former Chairman, President and Chief Executive Officer of Marshall & Ilsley Corporation and a former audit partner with Deloitte & Touche LLP, brings unique insight to the Board concerning capital allocation strategies and banking issues, in addition to his overall management and financial expertise.

N. John Simmons, 60, has served as a director of Kforce since July 2014. Mr. Simmons has also served on various Boards of Directors, including Bonds.com Group, Inc. from 2013 to 2014, Loyola University New Orleans as Chairman of the Audit Committee, Executive Committee and Board of Trustees member from 2009 to 2015, Technology Research Corporation as Chairman of the Compensation Committee from 2010 to 2011 and as Lead Director and Chairman of the Governance & Nominating Committee from 2009 to 2010, Medquist, Inc. as Chairman of the Audit Committee from 2005 to 2007, and SRI Surgical Express, Inc. as Lead Director, then Chairman of the Board from 2001 to 2008. From 2001 to 2012, Mr. Simmons was a Board member of Lifestyle Family Fitness, Inc. and served as its CEO and President from 2008 to 2012. Mr. Simmons' prior experience also includes service as President of New Homes Realty, a Florida-based residential real estate company operating in 35 states for two years, President of Quantum Capital Partners, a privately held venture capital firm for 14 years, Vice President and Controller for Eckerd Corporation for three years, Chief Financial Officer of Checkers Drive-In Restaurants for two years and as an audit partner with KPMG Peat Marwick. Mr. Simmons also qualifies as an Audit Committee financial expert and stands willing to assume this role if for any reason the current Audit Committee financial expert ceases to serve on the Board.

Mr. Simmons has extensive financial, accounting, management and director experience in several different industries. As a result, the Board believes that he brings valuable insight due to his extensive and varied experiences as a chief executive officer, chief financial officer, audit partner and director.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE CLASS I NOMINEES FOR ELECTION AS DIRECTOR.

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CORPORATE GOVERNANCE AND RISK MANAGEMENT POLICIES

Our Board believes that sound corporate governance is fundamental to the overall success of Kforce and believes that it has adopted corporate governance practices and risk mitigation policies that are aligned with the interests of our shareholders, our corporate business strategy and the opinions expressed by recognized corporate governance authorities. Our Board regularly reviews our corporate governance practices and risk mitigation policies for compliance with applicable rules, listing standards and regulations, as well as best practices suggested by recognized corporate governance authorities, and modifies our practices and/or policies as warranted.

Corporate Governance Guidelines

The Amended and Restated Corporate Governance Guidelines, along with the charters for the standing committees of the Board and our Commitment to Integrity serve to guide the operation and direction of the Board and its committees. These documents are published under "Corporate Governance" in the Investor Relations section of our website at www.kforce.com.

The Board of Directors

The Board’s primary functions are to:


•	Oversee management performance on behalf of our shareholders;


•	Advocate on behalf of the long-term interests of our shareholders;


•	Monitor adherence to Kforce’s established procedures, standards and policies;


•	Be actively involved in the oversight of risk that could affect Kforce;


•	Promote the exercise of sound corporate governance; and


•	Carry out other duties and responsibilities as may be required by state and federal laws, as well as the NASDAQ Rules.

Board Meetings

During 2015, the Board held four meetings and the five committees of the Board held a total of 22 meetings in the aggregate. Each director attended 100% of the Board meetings and 100% of the committee meetings on which each director served, except Mr. Tunstall, who was not present at one of the Nomination Committee meetings.

Board Leadership Structure

The Board believes that Mr. Dunkel’s service as both Chairman of the Board and CEO is in the best interests of Kforce and its shareholders. In his capacity as CEO, Mr. Dunkel frequently meets with current and prospective shareholders and clients to understand their perspectives and insights, which Mr. Dunkel is able to bring back to the full Board. Given Mr. Dunkel’s experience and understanding of the professional staffing industry, as one of Kforce’s founders and significant investors, and the issues, opportunities and challenges facing Kforce and its businesses, the Board believes Mr. Dunkel is best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters. The Board believes that Mr. Dunkel is a strong and effective leader and that Kforce has been well served by the combination of the two roles since its initial public offering in 1995. Additionally, Mr. Dunkel beneficially owns approximately 4% of Kforce’s outstanding common stock, which the Board believes closely aligns Mr. Dunkel’s interests with those of our other shareholders. The Board believes its support of this dual role signals its confidence in the leadership abilities of Mr. Dunkel, enhances information flow, enhances Kforce’s culture, ensures clear accountability and promotes efficient decision making, all of which we believe are essential to effective governance. The Board believes Mr. Dunkel’s CEO duties and in-depth knowledge of Kforce’s business and industry, operations and challenges places him in the best position to both guide and implement the Board’s direction and warrants the combined role.

The Board also believes that any perceived negative aspects of Mr. Dunkel’s dual role are mitigated by the role of Mr. Struzziero as Chair of the Corporate Governance Committee and lead independent director. Mr. Struzziero serves as a key additional communication point for the independent directors relating to any concerns raised in the meetings of the independent directors (which occur at least once a calendar quarter). He also addresses agenda items with Mr. Dunkel. The Board considers Mr. Struzziero to be very effective in this role.

Our Board has determined that, at the present time, combining the roles of Chairman and CEO, together with a strong lead independent director, provides the appropriate leadership and oversight of the Firm and facilitates effective functioning of both the Board and management. The Board may separate the positions in the future if it believes that would be in the best interests of the Firm and its shareholders.

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Board Risk Oversight

While management is responsible for day-to-day management of the various risks facing the Firm, the Board, as a whole and at the committee level, has an active role in overseeing management of the Firm's risks. The Board implements its risk oversight function in several ways.

At each regular Board meeting, various operational, strategic, financial and legal compliance risks are reviewed by the full Board, in conjunction with management, through the receipt of management reports and dialogue with executive leadership on different areas of the business regarding the opportunities and risks in those areas. Materials regularly provided at each Board meeting include: an executive summary that includes, among other items, a risk factors section; Kforce’s financial and operational performance; management's assessment of the current state of the capital markets and macro-economic environment; management's analysis on the current state of the staffing industry; corporate development activities; a claims and litigation summary; a report on the Firm's risk and enterprise risk management ("ERM") program; and reports on other matters that may arise from time to time, that require reporting to the Board. In addition, on a monthly basis, the Board receives a financial update from management along with a description of certain significant events and risk factors that have occurred in each period as well as any other necessary items requiring the attention of the full Board.

In addition, the Board has delegated oversight of specific risk topics to its committees. The Compensation Committee oversees the Firm's executive compensation risk. In addition to the duties required of it in its charter, the Compensation Committee is responsible for preparation and review of required disclosures regarding the Firm’s compensation practices. The Nomination Committee oversees director succession risk. Through its charter the Nomination Committee establishes procedures for the Board’s nomination process and recommends candidates for election to the Board. The Corporate Governance Committee provides a forum for the Firm’s independent directors to meet separately from management, provide leadership and oversight to the Firm relating to ethical standards, and periodically review and recommend to the Board any changes to the Firm's corporate governance guidelines. The Audit Committee is responsible for monitoring risk relating to the Firm's financial statements, financial systems, the financial reporting process and compliance. The Audit Committee is also responsible for the Firm’s risk assessment and ERM program. At each regularly-scheduled quarterly meeting of the Board, updates are provided by each of its committees. The committee reports are meant to summarize committee activities and bring any necessary items to the attention of the full Board.

Kforce has a comprehensive, integrated ERM program to identify, assess, prioritize, address, manage and monitor a broad set of risks across the Firm, which as mentioned above is overseen by the Audit Committee. Our ERM program framework divides risk into four categories: financial/strategic risk, client risk, operational risk and employment/legal risk. The risk assessment process is coordinated by our compliance team which, together with business unit leadership, provide regular risk assessment reports to the Audit Committee. The Audit Committee dedicates a portion of its meetings to reviewing and discussing specific risk topics in greater detail. The Audit Committee also oversees and provides the Board with periodic reports on the Firm's risk and ERM program findings and also conducts an annual assessment of the Firm's enterprise risk management program. The Board remains responsible for the oversight of our overall ERM program with a focus on the most significant risks facing the Firm.

In addition, Kforce's internal audit function, which reports to the Audit Committee, sets forth a comprehensive internal audit plan that is approved on an annual basis by the Audit Committee. This plan is formulated based on internal audit's assessment of risk within Kforce, which is primarily based on the ERM program findings, discussions with Kforce's officers, directors and other key personnel, and the results of their previous operational and financial audits.

Board Diversity

Kforce believes the backgrounds and experiences of its directors are diverse and enable it to achieve a healthy mix of different perspectives on the Board. Although Kforce has not adopted any formal diversity policy, it believes its Nomination Committee has been successful in crafting a desirable mix of skill sets and backgrounds on the Board. Various Board members have significant expertise in fields such as banking, executive compensation, healthcare, investment banking/strategic advisory, insurance, and staffing. Kforce has three individuals who qualify as audit committee financial experts, bringing important points of view and skills to the Board. The Nomination Committee periodically reviews the composition of the Board and its committees and examines the functionality of each, to ensure that the Board and its committees have a well functioning mix of diverse backgrounds and expertise.

Commitment to Integrity

The Board has adopted a Commitment to Integrity that is applicable to all directors, officers and employees of Kforce, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The Commitment to Integrity is available under "Corporate Governance" in the Investor Relations section of our website at www.kforce.com.

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Minimum Director Stock Ownership

The Amended and Restated Corporate Governance Guidelines, which are available under "Corporate Governance" in the Investor Relations section of our website at www.kforce.com, state:

"Because a significant ownership stake can lead to a stronger alignment of interests between directors and shareholders, each director is required, within three years of joining the Board, to own (as defined by the Securities and Exchange Commission as beneficially owned) a minimum of the lesser of: (a) three times (3x) retainer; or (b) 5,000 shares of common stock of the Firm. If the number of shares that directors are required to own increases, the directors will have three years from the effective date of the increase to attain the revised minimum ownership level. For purposes of meeting this minimum ownership level, unvested restricted stock shall be deemed to be owned by a director, but unexercised stock options will not be deemed to be owned by a director. Exceptions to this requirement may only be made by the Board for hardship reasons."

As of the Record Date, all of our directors were in compliance with the policy.

Minimum Executive Stock Ownership

The Amended and Restated Corporate Governance Guidelines state:

"Executives are expected to achieve the level of target holdings set forth below ('Target Holdings Level'):

•For the Chief Executive Officer, the lesser of five times (5x) base salary or two hundred thousand (200,000) shares;

•For the President, the lesser of three times (3x) base salary or one hundred thousand (100,000) shares;

•For the Chief Financial Officer, the lesser of two times (2x) base salary or fifty thousand (50,000) shares;

•For the other named executive officers, the lesser of two times (2x) base salary or thirty thousand (30,000) shares; and

•For the other members of Kforce’s internal executive committee, the lesser of one times (1x) base salary or fifteen thousand (15,000) shares.

For purposes of computing an Executive's stock ownership under these requirements: (i) shares of common stock owned by an Executive or Director, including shares acquired upon the vesting of restricted stock and restricted stock units, will be included and will be valued at the Firm's stock price in effect from time to time, and (ii) unexercised stock options, unvested restricted stock and unvested restricted stock units will be included.

When an Executive exercises a stock option, or has restricted stock or restricted stock units vest, before the Executive achieves the Executive's Target Holdings Level, the Executive is required to continue to hold all of the resulting Net Profit Shares until the Executive satisfies the Executive's Target Holdings Level. The "Net Profit Shares" from an Executive's stock option exercise or the vesting of restricted stock or restricted stock units are the number of shares exercised or vested, net after deducting the number of shares that would be required to be sold at the market price on the date of exercise of the stock option or vesting of the restricted stock or restricted stock units in order to pay the stock option exercise price, brokerage fees and any other costs of the sale, and tax withholding.

Executives are expected to achieve their respective Target Holdings Levels immediately and to maintain their ownership at or above their Target Holdings Levels thereafter. If an Executive’s Target Holdings Level increases because of a promotion or base salary increase, the period to achieve the increased minimum stock ownership levels will begin on the date of the promotion or base salary increase and ending on the second anniversary of the base salary increase, with the prior minimum stock ownership level remaining in effect as a minimum during this period. The Compensation Committee shall review each Executive's compliance (or progress towards compliance) with these requirements on an annual basis. The Compensation Committee, in its sole discretion, may impose such conditions, restrictions or limitations on any Executive as the Compensation Committee determines to be necessary or appropriate in order to achieve the purposes of these requirements.

Each Executive who is subject to these requirements is required to pre-clear any purchase or sale of the Firm's common stock with the Firm's Insider Trading Compliance Committee. The Insider Trading Compliance Committee will consult, as necessary, with the Chair of the Compensation Committee and the Chief Executive Officer before pre-clearing any such purchase or sale.

Exceptions to this requirement may only be made by the Board for hardship reasons."

As of the Record Date, all Named Executive Officers ("NEOs") and other members of the Firm's executive committee were in compliance with the policy.

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Clawback Policy

The Amended and Restated Corporate Governance Guidelines include a clawback policy. Accordingly, in the event of a restatement of our financial statements as a result of the material noncompliance with any financial reporting requirements under the federal securities laws, the Board will, if it determines appropriate (in its sole discretion and to the extent permitted or required by governing law), recover from current executives any incentive-based compensation for any relevant performance periods beginning after March 30, 2012.

Insider Trading, Anti-Pledging and Anti-Hedging

Kforce's Amended and Restated Insider Trading and Disclosure Policy governs the trading in Firm securities by directors, officers and employees, their family members, other members of their household, entities controlled by a person covered by the policy, and designated outsiders who have or may have access to the Firm’s material, nonpublic information (collectively referred to as "Insiders"). In addition to other prohibited activities identified within the Amended and Restated Insider Trading and Disclosure Policy, the policy states that: (i) no employee, including Insiders, may trade in Kforce securities while in the possession of material, nonpublic information concerning the Firm; (ii) certain Insiders are restricted from trading in Kforce securities during designated black-out periods; (iii) certain Insiders are required to obtain pre-approval to trade in Kforce securities; (iv) no Insider may margin, make any offer to margin, hold any Kforce securities in a margin account or otherwise pledge any of the Firm’s securities as collateral in any way; and (v) no Insider may engage in any hedging transaction relating to Kforce securities (including, without limitation, prepaid variable forwards, equity swaps, collars and exchange funds) or otherwise trade in any interest or position relating to the future price of Kforce securities, such as a put, call or short sale.

Communications with the Board

Shareholders may communicate with the full Board or individual directors by submitting such communications in writing to David M. Kelly, Corporate Secretary, Kforce Inc., 1001 East Palm Avenue, Tampa, Florida 33605. Such communications will be delivered directly to Kforce’s Board.

Director Attendance at Annual Meetings

Pursuant to the Amended and Restated Corporate Governance Guidelines, all directors are invited to attend the Annual Meeting of Shareholders. David L. Dunkel, Chairman, and N. John Simmons attended Kforce’s 2015 Annual Meeting of Shareholders and the other directors did not.

Majority Voting for Directors

Our directors are elected in uncontested elections by a majority vote. In contested director elections, the plurality standard will apply, which means the nominees receiving the greatest number of votes will be elected to serve as directors. The election of directors at this year’s Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected in an uncontested election, the votes "for" a director must exceed 50% of the votes actually cast with respect to the director's election. Votes actually cast include votes where the authority to cast a vote for the director's election is explicitly withheld and exclude abstentions with respect to that director’s election, so abstentions and any broker non-votes will have no effect on the election of directors. If an incumbent director is not elected and no successor has been elected at the meeting, that director shall promptly tender conditional resignation following certification of the shareholder vote. The Nomination Committee shall consider the resignation offer and recommend to the Board whether to accept such offer. The Board will endeavor to act on the recommendation within 90 days following the recommendation. Thereafter, the Board will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the offer, if applicable) in a Current Report on Form 8-K or by a press release. If the Board accepts the resignation, then the Board, in its sole discretion, may, pursuant to Kforce’s bylaws, fill any resulting vacancy or may decrease the size of the Board.

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Committees of the Board

The Board considers all major decisions. The Board, however, has established the following five standing committees so that certain important areas can be addressed in more depth than may be possible in a full Board meeting: an Audit Committee, a Compensation Committee, a Corporate Governance Committee, a Nomination Committee and an Executive Committee. The written charters of the Audit Committee, Compensation Committee, Corporate Governance Committee and Nomination Committee are available under "Corporate Governance" in the Investor Relations section of our website at www.kforce.com.

The following table describes the current members of each of the committees and the number of meetings held during 2015.



	AUDIT	COMPENSATION	CORPORATE GOVERNANCE	NOMINATION	EXECUTIVE
Elaine D. Rosen *		Chair	X	X
Howard W. Sutter **					X
Ralph E. Struzziero * (1)		X	Chair
John N. Allred *	X		X	Chair
Richard M. Cocchiaro **					X
A. Gordon Tunstall *			X	X	X
David L. Dunkel **					Chair
Mark F. Furlong *	Chair	X	X
N. John Simmons *	X		X
Number of Meetings	5	6	6	5	—


*	The Board has determined that these members are independent pursuant to NASDAQ and SEC Rules.


**	The Board has determined that these members are not independent pursuant to NASDAQ and SEC Rules.


(1)	In the course of determining the independence of Mr. Struzziero, the Board specifically considered the employment of Mr. Struzierro’s son described below in the "Transactions with Related Persons" section and determined that it did not impair Mr. Struzziero's independence.

Audit Committee

The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting and reporting practices and such other duties as directed by the Board. In discharging this oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of Kforce, and the power to retain outside counsel or other experts for this purpose. The Audit Committee has the sole responsibility for the selection, compensation, oversight and termination of the independent auditors who audit our financial statements. In carrying out its responsibilities, the Audit Committee selects, provides for the compensation of, and oversees the work of the independent auditors; pre-approves the fees, terms, and services under all audit and non-audit engagements; reviews the performance of the independent auditors; and monitors and periodically reviews the independence of the independent auditors by obtaining and reviewing a report from the independent auditors at least annually regarding all relationships between the independent auditors and Kforce.

Other responsibilities of the Audit Committee include: reviewing with the internal auditors and the independent auditors their respective annual audit plans, staffing, reports, and the results of their audits; reviewing with management and the independent auditors Kforce’s annual and quarterly financial results, financial statements and results of the independent auditors' audits and reviews, as applicable, of such financial information; reviewing with the independent auditors any matters of significant disagreement between management and the independent auditors and any other problems or difficulties encountered during the course of the audit and management’s response to such disagreements, problems, or difficulties; conferring with the independent auditors with regard to the adequacy of internal controls; and reviewing with the independent auditors all critical accounting policies and practices, all alternative treatments of financial accounting and disclosures within accounting principles generally accepted in the United States ("GAAP") that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences as well as meeting with the independent auditors in executive session to discuss any other matters that the independent auditors believe should be discussed privately with the Audit Committee.

The Audit Committee also oversees Kforce’s internal audit function and compliance with procedures for the receipt, retention and treatment of complaints received by Kforce regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission of concerns regarding accounting or auditing matters. In addition, the Audit Committee oversees the Firm's ERM program.

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Each member of the Audit Committee is independent within the meaning of NASDAQ and SEC Rules. The Board has determined that each of Mr. Furlong and Mr. Simmons, who are both members of the Audit Committee, and Mr. Tunstall is an "audit committee financial expert," as defined by SEC Rules. The Audit Committee’s responsibilities are more fully set forth in its written charter.

To the extent the Audit Committee deems it necessary in fulfilling its objectives, it meets in executive session (excluding the Chief Executive Officer, members of management and all other directors who are not committee members).

Compensation Committee

The Compensation Committee reviews overall compensation and employee benefit policies and practices; reviews and recommends to the Board the adoption of, or amendments to, stock incentive plans, performance incentive and stock purchase plans; approves any new or amended employment agreements for executive management; approves grants or awards to executive management under any long-term incentive program; and prepares an annual report on our executive compensation policies and practices as required by SEC Rules. See the "Compensation Discussion and Analysis" section for a description of the role of executive officers in determining or recommending the amount or form of executive and director compensation. With regard to issues within its authority, the Compensation Committee has the sole authority to select, retain and terminate legal counsel, accountants, consultants, financial experts and advisors, including, without limitation, a compensation consultant to assist in the evaluation of director and executive officer compensation, and has the sole authority to approve the consultant's fees and other retention terms. The Compensation Committee has retained Pearl Meyer, an independent executive compensation consultant, annually in recent years to review the Compensation Discussion & Analysis contained in the Proxy Statement, to advise on setting the NEO compensation framework, to regularly provide independent advice on current trends in compensation design and, as needed, to assist with certain other compensation arrangement matters for the NEOs. In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the Firm has determined that no conflicts of interest exist between the Firm and Pearl Meyer (or any individuals working on the Firm’s account on Pearl Meyer’s behalf).

Each member of the Compensation Committee is independent within the meaning of NASDAQ and SEC Rules. The Compensation Committee’s responsibilities are more fully set forth in its written charter.

To the extent the Compensation Committee deems it necessary in fulfilling its objectives, it meets in executive session (excluding the Chief Executive Officer, members of management and all non-independent directors).

Corporate Governance Committee

The purposes of the Corporate Governance Committee are to: encourage and enhance communication among independent directors; provide a forum for independent directors to meet separately from management; provide leadership and oversight related to ethical standards; and provide a channel for communication with the CEO. The Corporate Governance Committee also coordinates a formal, written annual evaluation of the performance of the Board of Directors and each of its committees. Each member of the Corporate Governance Committee is independent within the meaning of NASDAQ and SEC Rules, and each member of the Board who is independent within the meaning of these rules serves on the Corporate Governance Committee. This committee is designed to fulfill the requirements of NASDAQ Rule 5605(b)(2) (i.e., through the meetings of this committee, our "independent" directors (as determined under the NASDAQ Rules) meet at least once annually in executive session without any of our management present). The Corporate Governance Committee meets on a quarterly basis and more frequently as needed. The Chair of the Corporate Governance Committee serves as the lead independent director.

The Corporate Governance Committee’s responsibilities are more fully set forth in its written charter.

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Nomination Committee

The Nomination Committee makes recommendations to the Board regarding the size and composition of the Board. The Nomination Committee also establishes procedures for the nomination process and recommends candidates for election to our Board.

As set forth in the general guidelines established pursuant to its charter, the Nomination Committee strives to identify directors who will: (i) bring to the Board a variety of experience and backgrounds; (ii) bring substantial senior management experience, financial expertise and such other skills that would enhance the Board's effectiveness; and (iii) represent the balanced, best interests of our shareholders as a whole and the interests of our stakeholders, as appropriate, rather than special interest groups or constituencies. The Nomination Committee seeks to establish a Board that embraces four core characteristics: character; competency; chemistry and commitment. In selecting individual nominees, the Nomination Committee assesses independence, character and integrity, potential conflicts of interest, experience, diversity of background and the willingness to devote sufficient time to carrying out the responsibilities of a director. The Nomination Committee has the authority to retain a search firm to be used to identify director candidates and to approve the search firm’s fees and other retention terms. The Nomination Committee has not established "minimum qualifications" for director nominees because it is the view of the Nomination Committee that the establishment of rigid "minimum qualifications" might preclude the consideration of otherwise desirable candidates for election to the Board.

The Nomination Committee will consider nominees for the Board that are proposed by our shareholders. The same identifying and evaluating procedures apply to all candidates for director nomination, including candidates submitted by shareholders. Any shareholder who wishes to recommend a prospective nominee for the Board for the Nomination Committee's consideration may do so by giving the candidate’s name and qualifications in writing to David M. Kelly, Corporate Secretary, Kforce Inc., 1001 East Palm Avenue, Tampa, Florida 33605.

Each member of the Nomination Committee is independent within the meaning of the NASDAQ and SEC Rules. The Nomination Committee’s responsibilities are more fully set forth in its written charter.

To the extent the Nomination Committee deems it necessary to fulfill its objectives, it meets in executive session (excluding the Chief Executive Officer, members of management and all non-independent directors).

Executive Committee

The Executive Committee has the authority to act in place of the Board on all matters that would otherwise come before the Board, except for such matters that are required by law or by our Articles of Incorporation or Bylaws to be acted upon exclusively by the Board.

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Directors' Compensation

The following table shows the annual compensation of our directors, except Mr. Dunkel, for the fiscal year ended December 31, 2015, which consisted of the following components:



Name	Year	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)(4)(5)		Total ($)
Elaine D. Rosen	2015	$	93,500	$	99,999	$	3,294	$	196,793
Howard W. Sutter	2015	$	—	$	—	$	462,502	$	462,502
Ralph E. Struzziero	2015	$	78,250	$	99,999	$	3,294	$	181,543
John N. Allred	2015	$	93,500	$	99,999	$	3,294	$	196,793
Richard M. Cocchiaro	2015	$	—	$	—	$	187,438	$	187,438
A. Gordon Tunstall	2015	$	63,250	$	99,999	$	3,294	$	166,543
Mark F. Furlong	2015	$	93,500	$	99,999	$	3,294	$	196,793
N. John Simmons	2015	$	63,250	$	99,999	$	3,270	$	166,519
W.R. Carey, Jr. (6)	2015	$	28,500	$	—	$	857	$	29,357

(1)

Fees earned or paid in cash consisted of: (i) an annual retainer of $20,000; (ii) annual retainers for each committee chairperson, as follows: $15,000 paid to Mark F. Furlong for his service as Audit Committee Chair, $15,000 paid to Elaine D. Rosen for her service as Compensation Committee Chair, $15,000 paid to Ralph E. Struzziero for his service as Corporate Governance Committee Chair and $15,000 paid to John N. Allred for his service as Nomination Committee Chair; (iii) meeting fees for each board or committee meeting attended through April 2015 of $2,000; (iv) quarterly fees for each quarter of board service beginning in April 2015 of $5,000; and (v) quarterly fees for each quarter of committee service beginning in April 2015 of $3,750 for each of the Audit Committee, Compensation Committee and Nomination Committee and $3,000 for the Governance Committee. Messrs. Cocchiaro and Sutter were not compensated for their service on the Executive Committee of the Board, which did not meet during 2015.


(2)	During the year ended December 31, 2015, Kforce granted 4,531 shares of restricted stock as a long-term incentive to each member of the Board except for Messrs. Cocchiaro and Sutter. The closing stock price on the date of grant was $22.07 and the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(3)

The amounts reported in this column for Ms. Rosen and Messrs Struzziero, Allred, Tunstall, Furlong, Simmons and Carey reflect the dollar value of dividends credited on unvested restricted stock in the form of additional shares of restricted stock. Additionally, there were dividends during 2014, 2013 and 2012 that should have been reflected in the "All Other Compensation" column for our proxy statements covering 2014, 2013 and 2012 but were inadvertently omitted. These inadvertently omitted amounts were: (a) for 2014: $3,384 for Ms. Rosen, and Messrs Struzziero, Allred, Tunstall, Furlong and Carey and $1,059 for Mr. Simmons; (b) for 2013: $767 for Ms. Rosen, and Messrs Struzziero, Allred, Tunstall, Furlong and Carey; and (c) for 2012: $5,002 for Ms. Rosen, and Messrs Struzziero, Allred, Tunstall, Furlong and Carey.


(4)	During 2015, Mr. Sutter was employed by us and his compensation in 2015 consisted of: $300,000 in base salary, $158,438 in bonus, and $4,064 in matching contributions made by Kforce for 2015 attributable to defined contribution plans. Mr. Sutter was not compensated for his service on the Board.


(5)	During 2015, Mr. Cocchiaro was employed by us and his compensation in 2015 consisted of: $175,000 in base salary, $11,484 in bonus, and $954 in matching contributions made by Kforce for 2015 attributable to defined contribution plans. Mr. Cocchiaro was not compensated for his service on the Board.


(6)	Mr. Carey retired from the Board in April 2015.

The following table shows the aggregate number of unvested restricted stock awards and options to purchase Kforce stock held by our non-employee directors at December 31, 2015:



Name	Aggregate Number of Unvested Restricted Stock Awards Held (1)	Aggregate Number of Unexercised Options Held (1)
Elaine D. Rosen	7,181	—
Ralph E. Struzziero	7,181	15,000
John N. Allred	7,181	—
A. Gordon Tunstall	7,181	—
Mark F. Furlong	7,181	—
N. John Simmons	7,169	—


(1)	The beneficial ownership of common shares as of the Record Date for each of our directors is presented below under the heading of “Beneficial Ownership of Common Shares.”

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TRANSACTIONS WITH RELATED PERSONS

For a portion of 2015, an aircraft leased from ExecuJet, a third party, was partially owned by an entity under the control of our Chairman and Chief Executive Officer, David Dunkel. When the aircraft was not being used by Kforce for business travel or Mr. Dunkel for personal use, ExecuJet had the ability to utilize the aircraft in its chartering operations. In July 2015, this aircraft was sold to an independent third party. From January through July 2015, Kforce made payments to ExecuJet related to the leasing of aircraft for business-related travel services for certain of our executives in the amount of $131,201. These payments covered customary charges such as flight and fuel charges, and landing fees. Kforce did not pay for Mr. Dunkel's or any of its other officers' or directors' personal use of the aircraft. Kforce received the maximum discount allowable under applicable Federal Aviation Administration regulations for each hour of flight time, which Kforce believes was at below-market rates for the charter of similar aircraft.

During 2015, Mr. Struzziero's son was employed by Kforce Government Solutions ("KGS"), a wholly owned subsidiary of Kforce. Mr. Struzziero's son currently serves in a non-executive business development role and was hired in 2011 based on his extensive experience and knowledge of sales within the government contracting industry. Mr. Struzziero's son has no involvement in management decisions of either Kforce or KGS. Mr. Struzziero had no influence in the hiring of his son nor does Mr. Struzziero have any involvement in the ongoing compensation and performance-related decisions for his son. Total remuneration paid to Mr. Struzziero's son was approximately $204,000, which consists of base salary and incentive-based compensation. The Nomination Committee specifically considered the employment of Mr. Struzziero's son by KGS when determining whether to renominate Mr. Struzziero. It concluded that his son’s employment would not impair Mr. Struzziero's independence.

Review, Approval or Ratification of Transactions with Related Persons

The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that decisions are based on considerations other than the best interests of Kforce and its shareholders. As a result, the Board prefers to avoid related party transactions. However, the Board also recognizes that there are situations where related party transactions may be in, or may not be inconsistent with, the best interests of Kforce and its shareholders. As a result, the Board has placed responsibility to review related party transactions with the Audit Committee, as indicated in the Audit Committee’s charter. The Audit Committee has the authority to approve all related party transactions that Kforce would be required to disclose in accordance with Item 404 of Regulation S-K. This review and approval takes into account whether the transaction is on terms that are consistent with the best interests of Kforce and its shareholders. While the Board does not currently have a written policy in which the Board evidences its policies and procedures regarding the review, approval or ratification of transactions with related persons, it is confident that the Audit Committee adequately reviews and approves, ratifies or denies all related party transactions that it believes to be significant, and all potential related party transactions that it believes to be significant, that could possibly be required to be disclosed in accordance with Item 404 of Regulation S-K.

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PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our consolidated financial statements for the year ended December 31, 2015, have been audited by Deloitte & Touche LLP, independent auditors. The Audit Committee of the Board has selected Deloitte & Touche LLP, subject to ratification by shareholders, to audit our consolidated financial statements for the fiscal year ending December 31, 2016, to provide review services for each of the quarters in the year then ended, and to perform other appropriate services.

Deloitte & Touche LLP has audited Kforce’s financial statements since the fiscal year ended December 31, 2000. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting to respond to appropriate questions and to make any other statement deemed appropriate.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP TO SERVE AS KFORCE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

Independent Registered Public Accountants—Fee Information

Audit Fees

Fees for audit services totaled $759,679 in 2015 and $969,642 in 2014, including fees associated with the annual audit and the review of our financial statements included in our Quarterly Reports on Form 10-Q.

Audit-Related Fees

Fees for audit-related services totaled $11,500 in 2015 and $356,117 in 2014. Audit-related services principally include assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements, or other filings that are not captured under "Audit Fees" above. These services included consultations as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, and other regulatory or standard-setting bodies; internal control reviews, including consultation, under Section 404 of the Sarbanes-Oxley Act of 2002; due diligence services and audits and accounting consultations related to dispositions.

Tax Fees

Fees for tax services, including tax compliance, tax advice and tax planning, to Deloitte & Touche LLP were $23,400 in 2015 and $0 in 2014.

All Other Fees

Fees for an annual subscription to a Deloitte & Touche LLP research database totaled $2,000 for 2015 and 2014.

The Audit Committee considered whether Deloitte & Touche LLP's provision of the above non-audit services is compatible with maintaining such firm’s independence and satisfied itself as to Deloitte & Touche LLP's independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors in order to ensure that the provision of such services does not impair the auditor’s independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific limit above which separate pre-approval is required. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date.

During the fiscal year ended December 31, 2015, 100% of services were pre-approved by the Audit Committee in accordance with this policy.

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AUDIT COMMITTEE REPORT

Kforce Inc.'s Audit Committee is composed of three directors, all of whom the Board has determined to be independent within the meaning of the NASDAQ and SEC Rules. The Audit Committee assists the Board in general oversight of Kforce Inc.'s financial accounting and reporting process, system of internal control and audit process.

Kforce Inc.'s management has primary responsibility for Kforce Inc.'s consolidated financial statements and for maintaining effective internal control over financial reporting. Kforce Inc.'s independent auditors, Deloitte & Touche LLP, are responsible for expressing an opinion on Kforce Inc.'s consolidated financial statements as to whether they present fairly, in all material respects, Kforce Inc.'s financial position, results of operations and cash flows, in conformity with GAAP and an opinion on the effectiveness of Kforce’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This opinion is based on their audits.

In this context, the Audit Committee reports as follows:

1. The Audit Committee has reviewed and discussed the audited consolidated financial statements with Kforce Inc.'s management;

2. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16;

3. The Audit Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the audit committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence; and

4. Based on the review and discussion referred to in the above paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in Kforce Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the SEC. The Audit Committee has also selected Deloitte & Touche LLP, subject to ratification by shareholders, to audit our consolidated financial statements for the year ending December 31, 2016, and to provide review services for each of the quarters in the year ending December 31, 2016.

Submitted by the Audit Committee

Mark F. Furlong (Chairman)

John N. Allred

N. John Simmons

The information contained in the above Audit Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

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BENEFICIAL OWNERSHIP OF COMMON SHARES

Directors and Named Executive Officers

The following table shows the amount of Kforce common shares beneficially owned as of the Record Date by: (a) our NEOs; (b) our directors; and (c) all of our directors and executive officers as a group.



	Beneficially Owned Kforce Common Shares
Name of Individual or Identity of Group	Number (1)(2)	Percent of Class
David L. Dunkel	1,197,457	4.2	%
Joseph J. Liberatore	297,783	1.0	%
David M. Kelly	134,684	*
Jeffrey T. Neal	121,982	*
Kye L. Mitchell	114,916	*
Mark F. Furlong	52,338	*
N. John Simmons	9,718	*
Elaine D. Rosen	31,438	*
Howard W. Sutter	515,480	1.8	%
Ralph E. Struzziero	66,326	*
John N. Allred	27,615	*
Richard M. Cocchiaro	749,170	2.6	%
A. Gordon Tunstall	17,552	*
All directors and executive officers as a group (17 persons)	3,627,650	12.8	%


*	Less than 1% of the outstanding common shares


(1)	Includes the number of shares subject to purchase pursuant to currently exercisable options of 5,000 for Mr. Struzziero.

(2)

Includes 889,175 shares as to which voting and/or investment power is shared or controlled by another person, as follows: Mr. Dunkel, 40,849 (shares held by the David L. Dunkel 2011 Irrevocable Trust over which Mr. Dunkel has shared dispositive power); Mr. Sutter, 5,000 (shares held by spouse), 398,516 (shares held by Sutter Investments Ltd. of which H.S. Investments, Inc. is the sole general partner) and 99,176 (shares held by the Dunkel Family Receptacle Trust of which Mr. Sutter is the sole trustee); Mr. Struzziero, 1,987 (shares held by spouse); and Mr. Cocchiaro, 114,549 (shares held by the David Dunkel Jr Family Trust of which Mr. Cocchiaro is the sole trustee), 114,549 (shared held by the Matthew R. Dunkel Family Trust of which Mr. Cocchiaro is the sole trustee), and 114,549 (shares held by the Kristen A. Conner Family Trust of which Mr. Cocchiaro is the sole trustee).

Owners of More Than 5%

The following table shows the number of common shares held by persons known to Kforce to beneficially own more than 5% of our outstanding shares of Common Stock.



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc. (1) 55 East 52nd Street New York, New York 10055	2,627,758	9.2	%
Invesco Ltd. (2) 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309	2,134,689	7.5	%
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355	1,794,922	6.3	%


(1)	Based on Amendment No. 7 to Schedule 13G filed January 26, 2016 in which BlackRock, Inc. reported that, as of December 31, 2015, it had sole voting power over 2,530,092 of the shares and sole dispositive power over all 2,627,758 shares.


(2)	Based on a Schedule 13G filed February 10, 2016 in which Invesco Ltd. reported that, as of December 31, 2015, it had sole voting power over 2,134,689 of the shares and sole dispositive power over 2,134,689 shares.


(3)	Based on Amendment No. 1 to Schedule 13G filed February 10, 2016 in which The Vanguard Group reported that, as of December 31, 2015, it had sole voting power over 55,181 of the shares and sole dispositive power over 1,741,741 shares.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Kforce directors, executive officers and persons holding more than 10 percent of our Common Stock to file reports of ownership and changes in ownership of the Common Stock with the SEC. The directors, officers and 10 percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. The SEC has designated specific due dates for these reports and we must identify in this proxy statement those persons who did not file these reports when due.

Based solely on our review of copies of the reports received by us and written representations from certain reporting persons, we believe that all directors, executive officers and persons holding more than 10 percent of our Common Stock were in compliance with their filing requirements for all transactions that occurred during our most recent fiscal year except that Mr. Cocchiaro made one late filing for one transaction due to an administrative error and Mr. Struzziero made one late filing due to an administrative error.

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EXECUTIVE OFFICERS

Peter M. Alonso, 54, has served as Kforce's Chief Talent Officer since January 2009. Prior to his appointment as Chief Talent Officer, Mr. Alonso served as President of Health & Life Sciences and President of Technology Staffing, both former subsidiaries of Kforce, since 2000 and has held several other positions of increasing responsibility within Kforce since 1985. Prior to joining Kforce, Mr. Alonso held positions at Zenith Electronics Corporation.

Michael R. Blackman, 61, has served as Kforce’s Chief Corporate Development Officer since December 2009. Prior to his appointment as Chief Corporate Development Officer, Mr. Blackman served as Senior Vice President of Investor Relations from 1999 to 2009 and Director of Selection and Senior Consultant in the healthcare services specialty from 1992 to 1999.

Robert W. Edmund, 42, has served as Kforce's Senior Vice President and General Counsel since February 2014 and also has also served as its Chief Compliance Officer since July 2015. Prior to joining Kforce, Mr. Edmund served as Vice President, Legal - Business Operations at PetSmart, Inc., where he managed the legal department's litigation, merchandising, marketing, human resources, and store operations support functions. He worked at PetSmart from 2009 to 2014. Mr. Edmund also previously served as a partner in the labor and employment department of Porter, Wright, Morris & Arthur from 2006 to 2008 as well as Director of External Affairs and General Counsel for the Ohio Business Roundtable from 2008 to 2009.

Jeffrey B. Hackman, 37, has served as Kforce's Principal Accounting Officer since October 2015. Mr. Hackman also currently serves as Kforce's Senior Vice President, Finance & Accounting, a position he has held since March 2015. Prior to rejoining Kforce in March 2015, Mr. Hackman served as the Global Chief Accounting Officer of Cunningham Lindsey from September 2013 until March 2015. Prior to this role, Mr. Hackman served as the Chief Accounting Officer and Principal Accounting Officer of Kforce from February 2009 until September 2013 and as Kforce's SEC Reporting Director from September 2007 to February 2009. Prior to joining Kforce, Mr. Hackman was an Audit Senior Manager with Grant Thornton LLP.

David M. Kelly, 50, has served as Kforce's Senior Vice President and Chief Financial Officer since January 2013 and Corporate Secretary since February 2013. Mr. Kelly joined Kforce in 2000 and has served as Senior Vice President, Finance and Accounting from February 2009 to December 2012, Corporate Assistant Secretary from October 2010 to February 2013, Vice President, Finance from January 2005 to February 2009, Chief Accounting Officer from November 2000 to January 2005 and Group Financial Officer from January 2000 to November 2000. Prior to joining Kforce, Mr. Kelly served in various roles with different companies that included treasury director, vice president, and controller.

Joseph J. Liberatore, 53, has served as Kforce’s President since January 2013 and served as Corporate Secretary from February 2007 to February 2013. Prior to his appointment as President, Mr. Liberatore served as Chief Financial Officer from October 2004 to December 2012, Executive Vice President from July 2008 to December 2012, Senior Vice President from 2000 to July 2008, Chief Talent Officer from 2001 to 2004 and Chief Sales Officer from September 2000 to August 2001. Mr. Liberatore has served in various other roles in Kforce (and its predecessors) since 1988.

Kye L. Mitchell, 46, has served as Chief Operations Officer for the East Region since January 2013. Prior to her appointment as Chief Operations Officer, Ms. Mitchell served as a Field President from January 2009 through December 2012, Market President from February 2006 to December 2008, and Market Vice President from February 2005 through January 2006. Ms. Mitchell joined Kforce in 2005 when Kforce acquired VistaRMS where she served as President.

Jeffrey T. Neal, 48, has served as Chief Operations Officer for the West Region since January 2013. Prior to his appointment as Chief Operations Officer, Mr. Neal served as Field President from January 2006 through December 2012, and Group President from June 2004 through December 2006. Mr. Neal joined Kforce through its merger with Hall Kinion (in 2004) where he served as Senior Vice President of National Accounts and the Central Region. Prior to joining Hall Kinion in 1994, he began his staffing industry career with Oxford and Associates in Silicon Valley and held management positions at a consumer sales and marketing firm.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis ("CD&A") provides a detailed description of our executive compensation philosophy, our overall objectives, each element of our executive compensation and the underlying compensation framework. The CD&A contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs, which could differ materially based on actual results.

The CD&A primarily focuses on the compensation of our NEOs for the fiscal year ended December 31, 2015. For purposes of this discussion, Kforce's NEOs for the year ended December 31, 2015 were:


•	David L. Dunkel, Chairman and Chief Executive Officer


•	Joseph J. Liberatore, President


•	David M. Kelly, Chief Financial Officer


•	Jeffrey T. Neal, Chief Operations Officer, West


•	Kye L. Mitchell, Chief Operations Officer, East

Executive Summary

At the 2013, 2014 and 2015 Annual Meetings of Shareholders, Kforce's "Say on Pay" proposal received substantial shareholder support with more than 97%, 95% and 80% of the votes (excluding broker non-votes) being cast "for" Kforce’s executive compensation, respectively. The Compensation Committee (the "Committee") believes this vote reflects our shareholders’ support of the NEO compensation framework for fiscal years 2013 to 2015, including the communicated updates to the framework for 2015, and the executive compensation paid in the context of Kforce's performance results.

The 2013 to 2015 NEO compensation framework was designed to align with the overall Compensation Philosophy, as described above. This NEO compensation framework was designed in response to a majority of shareholders voting "against" the "Say on Pay" proposal at the 2012 Annual Meeting of Shareholders held on June 19, 2012 and reflected the feedback received from an extensive shareholder outreach program during 2012 and 2013 to understand shareholders’ perspectives related to Kforce’s executive compensation. This outreach program in 2012 included a direct role from the Chairwoman of the Committee, and the input received during the outreach ultimately resulted in the creation of the 2013 to 2015 NEO compensation framework.

2015 Performance and Compensation

The compensation components and results as they relate to the 2015 NEOs reflect the philosophy of the 2013 to 2015 compensation framework, which targets total annual NEO compensation at the market median for market median performance. Kforce uses its 2015 Industry Peer Group (as defined below) and the 2015 Separately Designated Peer Group (as defined below) for its market comparisons and benchmarking.

The compensation components may vary by NEO but generally includes base salary, annual incentive compensation, equity LTI, and modified equity LTI or cash bonus. The following is a summary of the performance measurements and resulting pay for the NEOs:


•	Base salaries for Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell were set at $800,000, $600,000, $375,000, $350,000 and $350,000, respectively.

•

Annual incentive compensation was based on three performance goals: (i) 2015 revenue results, targeted at specified year-over-year growth rates; (ii) 2015 annual earnings per share ("EPS") results, targeted at specified year-over-year growth rates; and (iii) individual performance in the context of the achievement of management business objectives ("MBOs") related to operational and business unit achievements.


•	Kforce achieved revenue of $1,319.2 million in 2015, an increase of 8.4% over 2014 revenue from continuing operations, relative to a target for 2015 of $1,340.0 million.


•	Kforce achieved diluted EPS of $1.52 in 2015, an increase of 63.4% over 2014 diluted EPS from continuing operations, relative to a target for 2015 of $1.25.


•	Individual accomplishments, business unit performance and overall Firm performance were evaluated and individual MBO incentives were determined for each NEO.

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•The annual incentives earned in 2015 for each NEO is shown in the table below:



Name	2015 Total Annual Incentive		Annual Incentive as a Percentage of Salary		Target Annual Incentive as a Percentage of Salary
David Dunkel	$	940,000	117.5	%	100.0	%
Joseph Liberatore	$	634,500	105.8	%	90.0	%
David Kelly	$	330,469	88.1	%	75.0	%
Jeffrey Neal	$	496,344	141.8	%	125.0	%
Kye Mitchell	$	257,344	73.5	%	125.0	%

•

Equity LTI awards were based on Kforce's total shareholder return ("TSR") performance as of December 31, 2015 relative to the 2015 Industry Peer Group, with a three-year measurement period from January 1, 2013 through December 31, 2015. The equity LTI award dollar amounts were based on a total overall dollar amount of the LTI pool for all eligible employees of up to $13 million and then allocated based the individuals' percentages of that pool. Kforce's TSR performance of 84% ranked 3rd and achieved a 75th percentile ranking within the 2015 Industry Peer Group. This TSR performance resulted in a pool of $11,000,000 being established for the 2015 performance period. The awards related to the 2015 performance period and were granted in the form of restricted shares in January 2016; the grant date fair value of this award granted on January 4, 2016 is shown in the table below (as discussed in further detail below, these grants are not reflected as 2015 compensation for purposes of the Summary Compensation Table):



Name	2015 TSR-Based Equity LTI Award Value
David Dunkel	$	1,834,997
Joseph Liberatore	$	1,463,340
David Kelly	$	767,511
Jeffrey Neal	$	767,511
Kye Mitchell	$	767,511

•

The modified equity LTI awards or cash LTI bonus for Messrs. Dunkel and Liberatore were based on Kforce's TSR performance as of December 31, 2015 relative to the 2015 Separately Designated Peer Group, with a three-year measurement period from January 1, 2013 through December 31, 2015. Kforce's TSR performance of 84% ranked 4th and achieved an 81st percentile ranking within the 2015 Separately Designated Peer Group. This TSR performance resulted in the award of a cash LTI bonus for Messrs. Dunkel and Liberatore of $917,500 and $365,833, respectively.

Shareholder Outreach

Management annually engages in a shareholder outreach program to discuss important governance and executive compensation decisions, which we believe helps to strengthen our governance practices and compensation framework and enhances our understanding of our shareholders’ concerns and areas of focus. We remain committed and will continue to make it a priority to ensure that we continue to engage with our shareholders in the future. During 2015, we reached out to our top 25 institutional shareholders, representing over 58% of our shares outstanding.

Future NEO Compensation Framework

The Committee continually monitors and reviews the effectiveness of the NEO compensation framework relative to its stated compensation philosophies and the Firm's initiatives and makes any necessary adjustments. During 2015, the Committee engaged Pearl Meyer to assist in establishing the NEO compensation framework for 2016 to 2018, noting the following changes:


•	No changes were made to the CEO compensation structure or compensation levels.


•	Increase base salaries for Messrs. Kelly and Neal and Ms. Mitchell to $480,000, $425,000, and $480,000, respectively.


•	Revise the target base salary multiplier used to calculate all components of the annual incentive awards to be set at 90% for Mr. Kelly, 80% for Mr. Neal and 90% for Ms. Mitchell.


•	Align the target percentages of the components of the annual incentive compensation for Mr. Neal and Ms. Mitchell to the other NEOs.


•	Slight adjustments to the annual equity LTI pool allocation percentage for Messrs. Kelly and Neal and Ms. Mitchell.

These adjustments were made following an analysis of market median compensation for each NEO. The framework underlying the NEO compensation plan remains consistent with the previously approved 2013 to 2015 framework.

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Compensation Committee Roles and Responsibilities

The Committee is responsible for setting Kforce’s compensation principles to guide the design of its executive compensation framework. The Committee is also responsible for determining the annual compensation of the CEO and the other executive officers, including the other NEOs. The practice of the Committee has been to develop a three-year NEO compensation framework, which was done during 2012 for the 2013 through 2015 period and during 2015 for the 2016 through 2018 period.

The Committee has engaged Pearl Meyer, a national independent consulting firm, to serve as the Committee’s executive compensation advisor. In determining the NEO compensation framework, Pearl Meyer assisted in benchmarking Kforce’s NEO compensation framework against Kforce’s industry peer group.

On an annual basis, compensation paid under the NEO compensation framework is reviewed for:


(i)	compliance with the framework and alignment with performance;


(ii)	effectiveness of the compensation framework; and


(iii)	competitiveness of our executive compensation (including base salary and annual and long-term incentives) as compared to the market.

Pearl Meyer provides no services to the Firm other than executive compensation consulting services as requested by the Committee. The Committee assessed Pearl Meyer's independence based on various factors and has determined that Pearl Meyer's engagement and the services provided by Pearl Meyer to the Committee did not raise any conflict of interest.

The Committee makes every effort to maintain its independence and objectivity. The Committee meets in executive session on a quarterly basis for discussions or decisions regarding executive compensation. While the Committee receives input from the CEO, President and the CFO and discusses compensation with them, the ultimate determination regarding the annual compensation of the CEO and other executive officers, including the NEOs, is in the Committee’s sole and absolute discretion. The Committee is committed to:


(i)	staying informed of current issues and emerging trends;


(ii)	ensuring Kforce’s executive compensation program remains aligned with best practices and are in the best interest of the shareholders; and


(iii)	establishing and maintaining our pay-for-performance executive compensation program consistent with our shareholders’ interests while providing appropriate incentives to our executives.

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Executive Compensation Philosophy

Kforce’s executive compensation philosophy is to attract, motivate and retain highly qualified executives who are able to maximize shareholder value. In seeking to carry out this philosophy and employ highly qualified executives, Kforce has embraced certain principles intended to guide compensation design and administrative decisions made by the Committee, the Board and management. Those principles include:


a)	Total annual NEO compensation should be targeted at the market median and reflective of median performance in the market;


b)	NEO compensation should reflect a higher percentage of performance-based compensation relative to fixed compensation to maximize the alignment of performance and shareholder value;


c)	NEO compensation should reflect a higher percentage of long-term incentive compensation to enhance the retention of our NEOs and align with the creation of longer term shareholder value;


d)	Pay opportunities and compensation program design should be competitive with the market;


e)	Share ownership should be promoted; and


f)	Tax deductibility of executive compensation should be considered.

Alignment of Compensation with Performance and with Shareholder Interests

The Committee believes executive compensation should be aligned with Kforce’s performance and total shareholder returns. The Committee emphasizes the use of variable performance-based compensation over fixed compensation, such as base salaries, to effectively motivate our NEOs to drive operational performance without encouraging unreasonable risk. The Committee also recognizes, and considers in determining compensation levels, that disparities may arise between Kforce’s performance and shareholder returns at certain times due to, among other factors, market and economic conditions. As a result, the NEO compensation framework uses different performance measurements in its annual incentive and LTI programs. In the 2013 to 2015 NEO compensation framework, our annual incentive program used a combination of revenue and EPS metrics, which are determined based on targets of certain year-over-year growth rates, in addition to evaluating individual performance in the context of the achievement of MBOs. The equity LTI program uses a relative TSR metric as compared to the industry peer group as a basis for determining awards. The modified equity LTI or cash LTI bonus program uses a relative TSR metric as compared to a separately designated peer group.

The charts below show fixed compensation (equal to base salary), performance-based annual incentive compensation, and TSR-based LTI as a percentage of total direct compensation ("TDC") for the CEO and for the other NEOs in the aggregate for 2015. We define TDC as the amount of total compensation in the Earned Compensation Table presented below on page 37.

Compensation and Plan Design should be Competitive with the Market

The Committee believes Kforce’s compensation programs should provide superior cash and equity incentives for superior performance. The Committee believes this results in significant relative shareholder value, while also providing the ability to attract, motivate and retain executive officers. Attracting and retaining key management talent is critical to the success of a staffing firm in which people represent the true "assets" of such a company. Understanding competitive market pay levels is essential to hiring and retaining qualified executives able to drive our long-term profitable growth. The Committee further believes it is important to be knowledgeable concerning best practices and how comparable organizations compensate their executives. The Committee has retained Pearl Meyer to assist in executive compensation arrangement matters.

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The Committee also takes into account that Kforce competes for executive talent in an industry populated by many single-service private firms owned by entrepreneurial individuals and firms financed by private-equity firms, which represent our most effective competition in many markets. Large financial rewards are frequently generated for owners of these private companies, and knowledge gained from Kforce’s past acquisitions has led to a desire to take into account such philosophies in order for our executive compensation program to remain competitive with the programs of these private companies.

The Committee reviews compensation data from several independent sources to determine whether Kforce’s executive compensation program continues to be competitive. Kforce’s competitive market for executive talent is primarily staffing organizations; however, the Committee also reviews pay data for other comparably sized professional service and consulting organizations, which we believe are reasonably similar business models. For the 2015 compensation program, the total pay level for our NEOs was targeted at the median of comparable companies for market median performance, while payouts for superior performance would be expected to exceed this level. The Committee believes targeting our executive compensation at the median for market-median performance and the opportunity for larger awards for superior performance promotes retention of our NEOs and provides a significant incentive to our NEOs to exceed targeted performance.

Share Ownership should be Promoted

The Committee believes Kforce’s executives should have a personal financial stake directly aligned with the interests of our shareholders. As a result, long-term equity incentives, including stock options, stock appreciation rights and full-value awards such as restricted stock, have been included in Kforce’s executive compensation program. In addition, all employees, including the NEOs, are eligible to purchase stock through the Kforce Inc. 2009 Employee Stock Purchase Plan.

To align the interests between executives and shareholders, our Board has adopted formal ownership guidelines, as discussed in the Minimum Executive Stock Ownership section above on page 11.

Kforce Considers the Tax Deductibility of Executive Compensation

Kforce considers possible tax consequences in the design of its executive compensation programs. However, tax consequences, including tax deductibility, are subject to many factors (such as changes in the tax laws and regulations, the interpretations of such laws and regulations, and the nature and timing of various decisions by executives regarding stock options and other rights) beyond Kforce’s control. In addition, Kforce believes it is important to retain maximum flexibility in designing compensation programs to meet its stated objectives. While Kforce considers tax deductibility as one of the factors in designing compensation programs, for all of the above reasons, Kforce does not limit compensation to those levels or types of compensation that will be deductible. Kforce will consider alternative forms of compensation, consistent with its compensation goals that preserve deductibility.

We have structured the Amended and Restated Performance Incentive Plan, as discussed in Proposal 4, such that certain other forms of compensation may be deductible to the extent they are performance-based. In addition, we have structured the 2016 Stock Incentive Plan, as discussed in Proposal 5, such that gains from the exercise of stock options and stock appreciation rights will be fully deductible to Kforce for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Kforce reserves the right to grant compensation that would not ordinarily be deductible, including salary, discretionary incentives, time-based (rather than performance-based) restricted stock and executive perquisites to the extent deemed to be in the shareholders’ interests even if such compensation may result in less than full tax deductibility to Kforce.

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Financial and Operational Summary

The Committee believes Kforce has an outstanding management team, which has produced strong financial results and shareholder returns in comparison to its industry peer group in the past three years. 2015 was another strong year as evidenced by the following performance highlights:


•	Kforce's TSR performance as of December 31, 2015, based on a measurement period from January 1, 2013 through December 31, 2015, was 84%, which ranked 3rd and achieved a 75th percentile ranking within the 2015 Industry Peer Group. The 84% TSR performance ranked 4th and achieved an 81st percentile ranking within the 2015 Separately Designated Peer Group.


•	Net service revenue increased 8.4% to $1.32 billion in 2015 from $1.22 billion in 2014.


•	Income from continuing operations of $42.8 million in 2015 increased 45.7% compared with income from continuing operations of $29.4 million in 2014. Diluted earnings per share from continuing operations for the year ended December 31, 2015 increased to $1.52, or 63.4% from $0.93 per share in 2014.


•	During 2015, we believe management effectively managed and used cash flows to return significant value to our shareholders. Kforce returned $49.2 million of capital to shareholders in the form of $36.7 million in share repurchases on the open market and $12.5 million of dividends. Management increased its quarterly dividend by 9% to $0.12 per share during the fourth quarter of 2015.

Industry Peer Group and Benchmarking

The industry peer group is one of the building blocks of the executive compensation program because it provides the Committee with benchmarking data and insight into external compensation practices. In determining the industry peer group, we focus on selecting publicly traded staffing companies that are active in recruiting and placing similar skill sets at similar types of clients. The specialty staffing industry is made up of thousands of companies, most of which are small local firms providing limited service offerings to a relatively small local client base. We believe Kforce is one of the 10 largest publicly-traded specialty staffing firms in the United States.

The industry peer group comparison provides information about pay levels, pay practices and performance. In addition to the specific staffing industry in which companies operate, other primary criteria for peer group selection includes peer company customers, revenue footprint (i.e., revenue derived from different industries as a percentage of total revenue), geographical presence, talent, capital, size (i.e., total revenue, market capitalization and domestic presence), complexity of operating model and companies with which we compete for executive level talent.

The Committee also considers a separately designated peer group to provide additional benchmarking data and further insight into external compensation practices. The separately designated peer group is based on a broader set of peers, which are reasonably similar but may not be in the same industry, but more closely represents Kforce's size. This peer group is utilized in determining compensation for the modified equity LTI awards or cash LTI bonus component for Messrs. Dunkel and Liberatore, which is discussed in more depth below.

2015 Industry Peer Group:



CDI Corporation	Manpower Inc.	Robert Half International Inc.
Computer Task Group Inc.	On Assignment, Inc.	TrueBlue Inc.
Kelly Services, Inc.	Resources Connection, Inc.

The 2015 Industry Peer Group had the following financial statistics for 2015 (in thousands, except percentages):



	Revenue		Market Capitalization
25th Percentile	$	887,839	$	488,365
Median	$	2,380,344	$	848,119
75th Percentile	$	5,200,750	$	3,326,705

Kforce Inc.	$	1,319,238	$	718,660
Percentile Rank	37th		50th

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The separately designated peer group representing the broader market for 2015, which was approved by the Committee in January 2015 after consultation with Pearl Meyer with the objective of applying the standards used by institutional shareholder advisory firms for identifying peer groups, includes the following companies:

2015 Separately Designated Peer Group:



Acxiom Corporation	Heidrick & Struggles International Inc.	Korn Ferry International
CBIZ, Inc.	Hudson Global, Inc.	Mantech International Corporation
CDI Corporation	Huron Consulting Group Inc.	Navigant Consulting Inc.
Ciber Inc.	ICF International Inc.	On Assignment, Inc.
Corporate Executive Board Co.	Insperity, Inc.	TrueBlue Inc.
FTI Consulting, Inc.

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Kforce Stock Price Performance Graph

The following graph is a comparison of the cumulative total returns for Kforce common stock as compared with the cumulative total return for the 2015 Industry Peer Group and the NASDAQ Stock Market (U.S.) Index ("NASDAQ"). Kforce’s cumulative return was computed by dividing the difference between the price of Kforce common stock at the end of each year and the beginning of the measurement period (December 31, 2010 to December 31, 2015) by the price of Kforce common stock at the beginning of the measurement period. Cumulative total returns for Kforce, the 2015 Industry Peer Group and the NASDAQ include dividends in the calculation of total return and are based on an assumed $100 investment on December 31, 2010, with all returns weighted based on market capitalization at the end of each discrete measurement period. The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of Kforce common stock. For purposes of the TSR graph below, Kforce has been excluded from the 2015 Industry Peer Group. During the past five years, Kforce’s TSR performance was 76.1%, ranking it 2nd versus our 2015 Industry Peer Group.



	2010	2011	2012	2013	2014	2015
Kforce Inc.	100.0	76.2	95.7	137.3	165.0	176.1
NASDAQ Stock Market (Composite)	100.0	98.2	113.8	157.4	178.5	188.8
2015 Industry Peer Group (1)	100.0	76.5	92.2	147.4	151.0	154.8

(1) Our 2014 Industry Peer Group included Ciber, Inc. which was removed due to lack of comparability in market capitalization and size of the company, and was replaced with Kelly Services, Inc. We have excluded the 2014 Industry Peer Group from the graph above as the 2014 and 2015 Industry Peer Groups' cumulative total returns were very similar.

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2015 NEO Compensation Components and Results

The section below discusses the compensation components and results as it relates to the 2015 NEOs, and reflects the 2013 to 2015 NEO compensation framework design, inclusive of all updates to this framework.

Base Salaries

Base salaries for the NEOs for 2015 are targeted at the market median.

The following table provides the salary growth rate for Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell from 2014 to 2015.



Name	2014 Base Salary		2015 Base Salary		Growth in Base Salary
David Dunkel	$	800,000	$	800,000	—	%
Joseph Liberatore	$	600,000	$	600,000	—	%
David Kelly	$	375,000	$	375,000	—	%
Jeffrey Neal	$	350,000	$	350,000	—	%
Kye Mitchell	$	350,000	$	350,000	—	%

Annual Incentive Compensation

Annual incentive compensation for 2015 was targeted at the median of Kforce's 2015 Industry Peer Group, and consideration of overall alignment with Kforce's 2015 Separately Designated Peer Group, at the time the compensation plan was approved. The annual incentive awards could result in being at, above or below target levels based on actual performance, with no payments made if performance does not meet a minimum threshold level. We believe the annual incentive effectively motivates our NEOs to drive operational performance without encouraging unreasonable risk. The Committee believes the achievement of performance goals related to certain business criteria determined at the beginning of the performance period will result in profitable growth and, ultimately, to increases in long-term shareholder value.

The annual incentive compensation for our NEOs is calculated using two components:


1.	a performance-based incentive which is structured pursuant to the Kforce Inc. Amended and Restated Performance Incentive Plan previously approved by Kforce shareholders and is primarily based on achieving certain annual financial performance metrics (the "Incentive Bonus"); and


2.	an objectives-based bonus based on individual accomplishments and business unit performance (the "MBO Bonus").

More specifically, the Incentive Bonus for 2015 was composed of amounts tied to annual revenue and EPS, which were targeted at certain year-over-year growth rates, and the MBO Bonus was composed of amounts tied to individual performance. The Committee believes the annual incentive compensation plan drives internal performance factors that we believe link directly to the achievement of shareholder returns.

The percentage of the 2015 annual incentive awards were based on the following target percentages:



	Target Percentage of Annual Incentive Bonus Based On:
Name	Total Annual Revenue		Total Annual Earnings Per Share		Individual Performance and Achievement of Individual MBOs
David Dunkel	40	%	40	%	20	%
Joseph Liberatore	40	%	40	%	20	%
David Kelly	40	%	40	%	20	%
Jeffrey Neal	25	%	25	%	50	%
Kye Mitchell	25	%	25	%	50	%

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The target base salary multiplier used to calculate the 2015 annual incentive awards, which were selected in order to align target pay to market median compensation for market-median performance, for the NEOs as a percentage of their respective 2015 base salaries were:



	Target Multiplier as a Percentage of Base Salary for Each Component:
Name	Total Annual Revenue		Total Annual Earnings Per Share		Individual Performance and Achievement of Individual MBOs
David Dunkel	100	%	100	%	100	%
Joseph Liberatore	90	%	90	%	90	%
David Kelly	75	%	75	%	75	%
Jeffrey Neal (1)	100	%	100	%	200	%
Kye Mitchell (1)	100	%	100	%	200	%


(1)	The target multiplier as a percentage of base salary for Mr. Neal and Ms. Mitchell for their respective MBO Bonus is based on 100% of base salary (or 50% of 200% as shown above).

Each component of the Annual Incentive Bonus is calculated as follows: [(Base Salary) x (Percentage of Annual Incentive Bonus Allocated to the Component) x (Target Multiplier for the Component) x (Payout Percentage of Target for the Component)].

For the 2015 annual incentive compensation, the potential payout incentives for Messrs. Dunkel, Liberatore and Kelly are different from that of Mr. Neal and Ms. Mitchell, as detailed below. The following table provides the potential incentive payouts, relative to the achievement of both revenue and EPS for Messrs. Dunkel, Liberatore and Kelly (collectively, "NEO Group A") and Mr. Neal and Ms. Mitchell (collectively, "NEO Group B"). The target incentives were based on the 100% and the 50% payout levels of each revenue and EPS for NEO Group A and NEO Group B. The incentive payout percentages were as follows:



Total Annual Revenue (in millions)	Payout % of Target for NEO Group A	Payout % of Target for NEO Group B	EPS	Payout % of Target for NEO Group A	Payout % of Target for NEO Group B
$1,303	25%	25%	$1.20	25%	25%
$1,312	44%	31%	$1.21	40%	30%
$1,321	63%	38%	$1.22	55%	35%
$1,331	81%	44%	$1.23	70%	40%
$1,340	100%	50%	$1.24	85%	45%
$1,346	110%	55%	$1.25	100%	50%
$1,352	120%	60%	$1.26	114%	57%
$1,358	130%	65%	$1.28	129%	64%
$1,364	140%	70%	$1.29	143%	71%
$1,370	150%	75%	$1.31	157%	79%
$1,376	160%	80%	$1.32	171%	86%
$1,382	170%	85%	$1.33	186%	93%
$1,388	180%	90%	$1.35	200%	100%
$1,394	190%	95%
$1,400	200%	100%

For 2015, Kforce had revenue of $1,319.2 million and diluted EPS of $1.52. Therefore, the payout percentages for total annual revenue for NEO Group A and Group B were 44% and 31%, respectively, whereas the payout percentages for EPS for NEO Group A or Group B were 200% and 100%.

For purposes of the MBO Bonus, the Committee considered each individual’s accomplishments, business unit performance and the overall performance of the Firm. For Messrs. Dunkel, Liberatore and Kelly, the MBO Bonus is primarily measured by individual accomplishments which are based on specific objectives. For Mr. Neal and Ms. Mitchell, the MBO Bonus is primarily measured by business unit performance. Our business unit performance goals are based on two metrics: business unit revenue and the maintenance of specific operating margins. As with the other annual incentive goals, the Committee strives to set the business unit performance goals for MBO Bonuses at levels intended to effectively motivate superior operational performance without encouraging unreasonable risk. We believe our performance goals in recent years have been, and will continue to be, challenging.

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The following table provides a summary of the annual incentive compensation targets for fiscal year 2015:



	2015 Revenue Incentive Target				2015 EPS Incentive Target				2015 MBO Incentive Target				Total Target Annual Incentive
Name	$		% of Salary		$		% of Salary		$		% of Salary		$		% of Salary
David Dunkel	$	320,000	40	%	$	320,000	40	%	$	160,000	20	%	$	800,000	100	%
Joseph Liberatore	$	216,000	36	%	$	216,000	36	%	$	108,000	18	%	$	540,000	90	%
David Kelly	$	112,500	30	%	$	112,500	30	%	$	56,250	15	%	$	281,250	75	%
Jeffrey Neal	$	43,750	12.5	%	$	43,750	12.5	%	$	350,000	100	%	$	437,500	125	%
Kye Mitchell	$	43,750	12.5	%	$	43,750	12.5	%	$	350,000	100	%	$	437,500	125	%

The following table provides a summary of the annual incentive compensation earned for fiscal year 2015:



Name	2015 Revenue Incentive		2015 EPS Incentive		2015 MBO Incentive		2015 Total Annual Incentive		Annual Incentive as a Percentage of Salary
David Dunkel	$	140,000	$	640,000	$	160,000	$	940,000	117.5	%
Joseph Liberatore	$	94,500	$	432,000	$	108,000	$	634,500	105.8	%
David Kelly	$	49,219	$	225,000	$	56,250	$	330,469	88.1	%
Jeffrey Neal	$	27,344	$	87,500	$	381,500	$	496,344	141.8	%
Kye Mitchell	$	27,344	$	87,500	$	142,500	$	257,344	73.5	%

Equity LTI

Equity LTI awards are granted to our NEOs based on TSR performance to help ensure Kforce’s long-term success and to align executive and shareholder interests. The TSR performance goals, as determined by the Committee at the beginning of the performance period, are measured relative to our industry peer group. The equity LTI awards resulting from the TSR performance are granted on the first business day of the fiscal year following the conclusion of the performance period. As a result of a misalignment of the Summary Compensation Table ("SCT") presentation of NEO compensation and earned NEO compensation in any given year, the following awards are presented below: (1) the January 2015 LTI award which related to the 2014 performance period and was previously discussed in the 2015 Proxy; and (2) the January 2016 LTI award which related to the 2015 performance period.

January 2015 Grants Based on 2014 Performance Period

For the 2014 performance period, the equity LTI award dollar amounts were calculated from a scaled LTI pool (a dollar amount not to exceed the lesser of 2% of market capitalization or $9 million in the aggregate). The resulting LTI pool was based upon Kforce's TSR performance percentile ranking within the 2014 Industry Peer Group as of December 31, 2014. The measurement period for the TSR performance was from January 1, 2012 through December 31, 2014. Based upon the TSR percentile ranking of Kforce within the 2014 Industry Peer Group, the value of the LTI pool (absent falling below the 2% market capitalization limit) was as follows:



TSR Percentile Ranking	Total Value of LTI Pool
0-10%	$	—
11-20%	$	4,000,000
21-30%	$	4,000,000
31-40%	$	4,000,000
41-50%	$	4,000,000
51-60%	$	5,000,000
61-70%	$	6,000,000
71-80%	$	7,000,000
81-90%	$	8,000,000
91-100%	$	9,000,000

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While the ultimate award is subject to the Committee’s discretion, the percentage of the pool, as determined based on the table above, which would be allocable to each of the NEOs, was based on the following:



Name		% of LTI Pool
David Dunkel		15.0%
Joseph Liberatore		12.0%
David Kelly		7.0%
Jeffrey Neal		7.0%
Kye Mitchell		7.0%

These percentages were selected in order to align target pay to market median compensation. The remainder of the LTI pool is allocated to other Kforce employees, depending on their level of management at the Firm.

Kforce's TSR performance as of December 31, 2014, based on the measurement period from January 1, 2012 to December 31, 2014, was 116.4%, which ranked 3rd and achieved a 75th percentile ranking within our 2014 Industry Peer Group. The Committee authorized the total LTI pool of $7,000,000 and the grants of restricted stock based on this performance.

Additionally, in December 2014 the Committee reviewed the Firm's TSR performance and the potential awards for all individuals, including the NEOs under the above established LTI pool for the 2014 performance period. In order to achieve the objective of targeting the median of competitive practices within the broader market for similarly sized companies, including Kforce's 2014 Industry Peer Group and 2014 Separately Designated Peer Group, the Committee approved an adjustment to the LTI pool for the 2015 performance period to a threshold of $8 million, and up to a maximum of $13 million. Due to the planned increase, the Committee approved an additional LTI award for the 2014 performance year such that the total of awards for 2014 aligned with the planned increased pool size and individuals' percentage allocations for the 2015 performance period. The Committee granted this additional LTI award in the form of restricted stock to all NEOs.

The restricted stock granted by the Committee vest over a period of five years with 20% of the award vesting annually, which the Committee believes further aligns compensation with our long-term performance and our shareholders' interests, and acts as a retention vehicle for these executives.

Grants made for the 2014 performance period were made on the first business day of 2015 and will therefore be reflected as compensation in the "Stock Awards" column of the 2015 SCT in conformance with SEC rules even though the grants are based on a performance period ending in 2014.

The equity LTI awards relating to the performance period ending in 2014 and reflected in the 2015 SCT were granted on January 2, 2015, at a price of $24.12 (which represented the closing price on that date), were as follows:



		TSR-Based LTI Equity Award			Additional Equity Award			Total Equity Award
Name	Type of Award	# of Shares	Grant Date Fair Value		# of Shares	Grant Date Fair Value		# of Shares	Grant Date Fair Value
David Dunkel	Restricted Stock	43,532	$	1,049,992	32,546	$	785,009	76,078	$	1,835,001
Joseph Liberatore	Restricted Stock	34,826	$	840,003	26,119	$	629,990	60,945	$	1,469,993
David Kelly	Restricted Stock	20,315	$	489,998	11,505	$	277,500	31,820	$	767,498
Jeffrey Neal	Restricted Stock	20,315	$	489,998	11,505	$	277,500	31,820	$	767,498
Kye Mitchell	Restricted Stock	20,315	$	489,998	11,505	$	277,500	31,820	$	767,498

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January 2016 Grants Based on 2015 Performance Period

For the 2015 performance period, the equity LTI award dollar amounts were calculated from the revised scaled LTI pool referred to previously (a dollar amount not to exceed the lesser of 2% market capitalization or $13 million in the aggregate). The resulting LTI pool was based upon Kforce's TSR performance percentile ranking within the 2015 Industry Peer Group as of December 31, 2015. The measurement period for the TSR was from January 1, 2013 through December 31, 2015. Based upon the TSR percentile ranking of Kforce within the 2015 Industry Peer Group, the value of the LTI pool was as follows:



TSR Percentile Ranking	Total Value of LTI Pool
0-10%	$	—
11-20%	$	8,000,000
21-30%	$	8,000,000
31-40%	$	8,000,000
41-50%	$	8,000,000
51-60%	$	9,000,000
61-70%	$	10,000,000
71-80%	$	11,000,000
81-90%	$	12,000,000
91-100%	$	13,000,000

While the ultimate award is subject to the Committee’s discretion, the percentage of the pool, as determined based on the table above, which was allocated to each of the NEOs, was as follows:



	% of LTI Pool
Name	91-100%	81-90%	71-80%	61-70%	51-60%	11-50%	0-10%
David Dunkel	16.7%	16.7%	16.7%	16.7%	16.7%	15.0%	—%
Joseph Liberatore	13.3%	13.3%	13.3%	13.3%	13.3%	12.0%	—%
David Kelly	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%
Jeffrey Neal	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%
Kye Mitchell	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%

Kforce's TSR performance as of December 31, 2015, based on a measurement period from January 1, 2013 through December 31, 2015, was 84%, which ranked 3rd and achieved a 75th percentile ranking within the 2015 Industry Peer Group. The Committee authorized the total LTI pool of $11,000,000 and the grant of restricted stock based on this performance. Grants made for the performance period ending in 2015 were made on the first business day of 2016 and will therefore be shown as 2016 compensation in the "Stock Awards" column of the SCT in conformance with SEC Rules, even though the grants are based on a performance period ending in 2015.

The equity LTI awards relating to the performance period ending in 2015 were made on January 4, 2016, at a price of $23.91 (which represented the closing price on that date), were as follows:



Name	Type of Award	# of Shares	Grant Date Fair Value
David Dunkel	Restricted Stock	76,746	$	1,834,997
Joseph Liberatore	Restricted Stock	61,202	$	1,463,340
David Kelly	Restricted Stock	32,100	$	767,511
Jeffrey Neal	Restricted Stock	32,100	$	767,511
Kye Mitchell	Restricted Stock	32,100	$	767,511

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Modified Equity LTI or Cash Bonus

The CEO and President participated in a modified equity LTI or cash bonus incentive plan, which provided for a potential adjustment to their respective equity LTI award, either by a reduction or elimination, or by an increase to the total LTI award with a cash bonus component, based on a performance multiplier determined by Kforce's TSR performance percentile ranking within the 2015 Separately Designated Peer Group. This portion of the LTI plan was incorporated in order to align pay to the performance of a separately designated peer group, which is based on a broader set of peers that are more comparable to Kforce in terms of size but may be different in terms of their service offerings. Additionally, the potential increase to the LTI award was intentionally paid in cash in order to preserve equity for grants to other key employees and in recognition that these two individuals already have substantial equity holdings to align their interests with shareholders. The measurement period for the TSR performance was from January 1, 2013 through December 31, 2015. Award amounts resulting from a performance multiplier of 100% or less impact the equity LTI award amount discussed above, while any award amounts resulting from a performance multiplier of greater than 100% are paid in cash. Based on the TSR percentile ranking of Kforce within the 2015 Separately Designated Peer Group, the performance multipliers were structured as follows:



CEO		President
TSR Percentile Ranking	Performance Multiplier	TSR Percentile Ranking	Performance Multiplier
0-25%	—%	0-25%	—%
26-50%	50%	26-50%	75%
51-75%	100%	51-75%	100%
76-100%	150%	76-100%	125%

Kforce's TSR performance as of December 31, 2015, based on a measurement period from January 1, 2013 to December 31, 2015, of 84% ranked 4th and achieved an 81st percentile ranking within the 2015 Separately Designated Peer Group. As a result, Messrs. Dunkel and Liberatore received 100% of the equity LTI as described above and a cash bonus payout of 50% and 25%, respectively, of their equity LTI value, or $917,500 and $365,833, respectively.

2015 Earned Compensation for Corresponding Year of Performance Table

We believe the presentation in the SCT does not accurately match the actual compensation earned by the NEOs in any given year based on that year's performance. We believe the misalignment between the disclosures in the SCT and the actual earned compensation results from the following:

•

The LTI awards that are granted on the first business day of each fiscal year reflect a TSR performance for the immediate prior performance period. As a result, the value is reflected as compensation in the SCT in the year of grant rather than in the year to which performance relates. Kforce believes that this granting schedule allows for time to calculate the most accurate TSR performance results, as well as provides the Committee with the appropriate time to consider whether the use of discretion may be in order.


•	We have excluded any values from the pension and other compensation columns of the SCT because they are not performance-based and change based on factors unrelated to performance such as changes in long-term interest rates (a key factor in calculating retirement benefit outcomes).

As a result of the above, we have created the following Earned Compensation for Corresponding Year of Performance Table ("ECT") that we believe corrects for these misalignments and therefore provides a more appropriate measure for our shareholders. We have also identified which incentives are included in each column of the table. Additionally, we have included a column for TDC to show the NEOs' direct compensation for a given year.

We believe the ECT provides a better illustration of the pay-for-performance measures built into our executive compensation programs. As such, we believe the following ECT should be used by our shareholders in their evaluation and voting on Kforce’s executive compensation proposal (Proposal #3) within this Proxy Statement:

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EARNED COMPENSATION TABLE FOR CORRESPONDING YEAR OF PERFORMANCE

For Fiscal Years Ended December 31, 2015, 2014 and 2013



	Earned Compensation for Corresponding Year of Performance									Financial and Shareholder Performance
Name and Principal Position	Year	Salary		Annual Incentive and Bonus (1)		Long-term Incentive (2)		Total Direct Compensation (3)		(Adjusted) Revenue (4)		(Adjusted) EPS (4)		3 Year TSR (5)		TSR Rank in Industry Peer Group
David Dunkel,	2015	$	800,000	$	940,000	$	2,752,497	$	4,492,497	$	1,319,238	$	1.52	84.0	%	3rd
Chief Executive Officer	2014	$	800,000	$	3,258,000	$	2,360,001	$	6,418,001	$	1,319,937	$	1.24	116.4	%	3rd
	2013	$	800,000	$	1,199,800	$	—	$	1,999,800	$	1,151,887	$	0.84	37.3	%	6th
Joseph Liberatore,	2015	$	600,000	$	634,500	$	1,829,173	$	3,063,673	$	1,319,238	$	1.52	84.0	%	3rd
President	2014	$	600,000	$	2,152,400	$	2,079,993	$	4,832,393	$	1,319,937	$	1.24	116.4	%	3rd
	2013	$	600,000	$	684,240	$	480,003	$	1,764,243	$	1,151,887	$	0.84	37.3	%	6th
David Kelly,	2015	$	375,000	$	330,469	$	767,511	$	1,472,980	$	1,319,238	$	1.52	84.0	%	3rd
Chief Financial Officer	2014	$	375,000	$	1,247,750	$	1,451,498	$	3,074,248	$	1,319,937	$	1.24	116.4	%	3rd
	2013	$	300,000	$	335,100	$	280,010	$	915,110	$	1,151,887	$	0.84	37.3	%	6th
Jeffrey Neal,	2015	$	350,000	$	496,344	$	767,511	$	1,613,855	$	1,319,238	$	1.52	84.0	%	3rd
Chief Operations Officer, West	2014	$	350,000	$	783,125	$	1,451,498	$	2,584,623	$	1,319,937	$	1.24	116.4	%	3rd
	2013	$	300,000	$	300,000	$	280,010	$	880,010	$	1,151,887	$	0.84	37.3	%	6th
Kye Mitchell,	2015	$	350,000	$	257,344	$	767,511	$	1,374,855	$	1,319,238	$	1.52	84.0	%	3rd
Chief Operations Officer, East	2014	$	350,000	$	370,625	$	1,451,498	$	2,172,123	$	1,319,937	$	1.24	116.4	%	3rd
	2013	$	300,000	$	626,821	$	280,010	$	1,206,831	$	1,151,887	$	0.84	37.3	%	6th

(1)

For 2015, this value reflects the amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to the annual incentive compensation. For 2014, this value reflects the amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to both: (i) annual incentive compensation of $1,548,000, $1,042,400, $563,750, $783,125 and $370,625, respectively, and (ii) a transaction-related bonus for the sale of our HIM segment as approved by the Committee in August 2014 of $1,710,000, $1,110,000, $684,000, $0 and $0, respectively. For 2013, this value reflects the amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to both: (i) annual incentive compensation of $124,800, $84,240, $35,100, $23,250 and $526,821, respectively, and (ii) a discretionary bonus approved by the Committee in December 2013 of $1,075,000, $600,000, $300,000, $276,750 and $100,000, respectively.

(2)

Reflects a realignment of equity LTI awards to the corresponding year of performance. Grants of LTI awards made on the first business day of a particular year are reflected in the immediately preceding year, which corresponds to the performance period for those awards. For example, the restricted stock grant made on January 4, 2016 is reflected in 2015, as it relates to the 2015 performance period. For 2015, this value reflects the amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to (i) the TSR-based equity LTI for 2015 of $1,834,997, $1,463,340, $767,511, $767,511 and $767,511, respectively, and (ii) the TSR-based LTI cash bonus for 2015 of $917,500, $365,833, $0, $0 and $0, respectively. For 2014, this value reflects the amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to: (i) the TSR-based equity LTI for 2014 of $1,049,992, $840,003, $489,998, $489,998 and $489,998, respectively, (ii) the additional LTI in order to align these awards with the planned increased LTI pool amount for 2015 of $785,009, $629,990, $277,500, $277,500 and $277,500, respectively, (iii) an additional LTI restricted share award as approved by the Committee in August 2014 for retention and due to the annual review of compensation targets of $0, $610,000, $684,000, $684,000 and $684,000, respectively, and (iv) the TSR-based LTI cash bonus for 2014 of $525,000, $0, $0, $0 and $0, respectively.


(3)	Total direct compensation is the sum of salary, annual incentive and bonus and long-term incentive and reflects compensation earned for the corresponding year of performance.

(4)

Revenue presented in thousands ($000s). Adjusted revenue for fiscal year 2014 includes actual and forecasted revenue for HIM given its disposition in August 2014. Revenue for fiscal year 2013 is as reported in the corresponding Annual Report on Form 10-K for the respective year, which includes HIM. Revenue from continuing operations (excluding HIM) for fiscal years 2014 and 2013 was $1,217,331 and $1,073,728, respectively. Adjusted EPS for fiscal year 2014 includes non-GAAP annualized adjusted earnings from HIM, but excludes the gain from the disposition of HIM. Adjusted EPS for fiscal year 2013 excludes a goodwill impairment charge and realignment-related charges. EPS from continuing operations (excluding HIM) for fiscal year 2014 was $0.93. Adjusted EPS from continuing operations (excluding HIM) for fiscal year 2013, which excludes a goodwill impairment charge and realignment-related charges was $0.67.

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Other Factors Affecting Compensation

Equity Plan Features

The 2006 Stock Incentive Plan, the 2013 Stock Incentive Plan and the 2016 Stock Incentive Plan, as discussed in Proposal 5, do not permit repricing or cash buyouts of underwater options or stock appreciation rights without shareholder approval. The Committee believes that these plans are structured to avoid problematic pay practices and do not contain features that could be detrimental to shareholder interests.

Elimination of Excise Tax Gross-Up

In 2009, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements with its executives that contain excise tax gross-up provisions going forward. Since the Committee’s resolution, all new or amended executive employment agreements have excluded excise tax gross-up provisions; as a result, the only remaining employment agreements which continue to include excise tax gross-up provisions are with Messrs. Dunkel and Liberatore.

Executive Benefit Plans

The following benefit plans discussed below are available to our NEOs. The Committee takes into account the benefits expected to be received under the plans described below when it calculates overall compensation for senior executives.

Kforce Nonqualified Deferred Compensation Plan

Kforce maintains a nonqualified deferred compensation plan in which eligible management and highly compensated key employees, as defined by IRS regulations, may elect to defer all or part of their compensation to later years. Amounts deferred are indexed to investment options selected by the eligible employees and increase or decrease in value based upon the performance of the selected investments. Eligible employees are permitted to change investment options and scheduled distributions annually. Kforce has insured the lives of certain participants in the deferred compensation plan to assist in the funding of the deferred compensation liability. Employer matching contributions to the nonqualified deferred compensation plan are discretionary and are funded annually as approved by the Board. Only Mr. Neal, among the NEOs, made a contribution to the deferred compensation plan during 2015 and received a matching contribution as shown in the Summary Compensation Table and Nonqualified Deferred Compensation table.

Kforce Inc. Supplemental Executive Retirement Plan

During 2006, Kforce adopted a Supplemental Executive Retirement Plan ("SERP") for all NEOs. Of the current NEOs, only Messrs. Dunkel and Liberatore participate in the SERP. The Committee previously determined to not allow any additional participants into the SERP. The primary goals of the SERP are to create an additional wealth accumulation opportunity, restore lost qualified pension benefits due to government limitations and retain our covered executive officers. The SERP will be funded entirely by Kforce, and benefits are taxable to the executive officer upon receipt and deductible by Kforce when paid. Benefits payable under the SERP upon the occurrence of a qualifying distribution event, as defined, are targeted at 45% of the covered executive officers’ average salary and bonus, as defined, from the three years in which the covered executive officer earned the highest salary and bonus during the last 10 years of employment, which is subject to adjustment for retirement prior to the normal retirement age and the participant’s vesting percentage. Benefits under the SERP are normally paid based on the lump sum present value but may be paid over the life of the covered executive officer or 10-year annuity, as elected by the covered executive officer upon commencement of participation in the SERP. Normal retirement age under the SERP is defined as age 65. Vesting under the plan is defined as 100% upon a participant’s attainment of age 55 and 10 years of service and 0% prior to a participant’s attainment of age 55 and 10 years of service. Full vesting also occurs if a participant with five years or more of service is involuntarily terminated by Kforce without cause or upon death, disability or a change in control. Certain conditions allow for early retirement as early as age 55. The benefits under the SERP are reduced for a participant who has not either reached age 62 and 10 years of service or age 55 and 25 years of service. The NEOs were not credited with any years of service prior to December 31, 2006, the effective date of the plan. On each anniversary of the effective date, each NEO is credited with a year of service.

The Committee believes the SERP provides significant retention benefits for the participants.

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Kforce Supplemental Executive Retirement Health Plan

During 2007, Kforce adopted a Supplemental Executive Retirement Health Plan ("SERHP") for all NEOs. Of the current NEOs, only Messrs. Dunkel and Liberatore participated in the SERHP. During 2010, Messrs. Cocchiaro and Sutter were added to the SERHP. The Committee previously determined to not allow any additional participants into the SERHP. The primary goal of the SERHP was to provide postretirement health and welfare benefits to all NEOs, if qualified and elected. The vesting and eligibility requirements mirrored that of the SERP and no advance funding was required by Kforce or the participants. Under the terms of their respective employment agreements, if an NEO retired while employed by Kforce, and qualified for retirement benefits under the SERHP, then he may elect, on behalf of himself and his spouse, to participate in the SERHP.

During 2014, the Committee determined that as a result of increasing costs and risks associated with the SERHP, as well as the changing healthcare environment, the Firm should no longer offer retiree benefits to retired executives pursuant to the SERHP. The Firm settled and satisfied all obligations related to the SERHP by making a lump sum payment to all participants based upon actuarial valuations of the present value of the currently anticipated future obligation.

Employment, Severance and Change in Control Agreements

Kforce has employment agreements with each of its NEOs, which provide for severance payments under certain termination circumstances, including termination following a change in control, as defined in the employment agreements. The Committee has determined that it is in Kforce’s best interest and that of its shareholders to recognize the contributions of the NEOs to Kforce's business and to continue to retain the services of the NEOs. These agreements have been amended from time to time, most recently in December 2008 for purposes of bringing them into compliance with the applicable provisions of Section 409A of the Code and the Treasury Regulations and interpretive guidance issued thereunder. The specific amounts the NEOs would receive under the employment agreements are described in the "2015 Potential Payments Upon Termination or Change in Control" section below. The Committee believes the employment agreements are an essential component of the executive compensation program and are helpful in attracting and retaining executive talent in a competitive market. The Committee periodically reviews the benefits provided under the employment agreements to determine that they continue to serve Kforce’s interests in providing significant retention benefits to these key executives, are consistent with market practice and are reasonable.

In 2009, the Committee resolved to not enter into any new employment agreements, or materially amend any existing employment agreements, with its executives that contain excise tax gross-up provisions going forward.

Perquisites and Other Personal Benefits

Kforce does not provide any perquisites or other personal benefits to its NEOs.

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SUMMARY COMPENSATION TABLE

For Fiscal Years Ended December 31, 2015, 2014 and 2013



Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)(6)		All Other Compensation ($)(7)		Total ($)
David Dunkel	2015	$	800,000	$	—	$	1,835,001	$	—	$	1,857,500	$	1,181,046	$	34,471	$	5,708,018
Chief Executive Officer	2014	$	800,000	$	1,710,000	$	—	$	—	$	2,073,000	$	1,907,904	$	328,274	$	6,819,178
	2013	$	800,000	$	1,075,000	$	—	$	—	$	124,800	$	299,043	$	—	$	2,298,843
Joseph Liberatore	2015	$	600,000	$	—	$	1,469,993	$	—	$	1,000,333	$	313,855	$	71,746	$	3,455,927
President	2014	$	600,000	$	1,110,000	$	1,090,003	$	—	$	1,042,400	$	583,175	$	539,025	$	4,964,603
	2013	$	600,000	$	600,000	$	1,175,498	$	—	$	84,240	$	—	$	8,056	$	2,467,794
David Kelly	2015	$	375,000	$	—	$	767,498	$	—	$	330,469	$	—	$	41,148	$	1,514,115
Chief Financial Officer	2014	$	375,000	$	684,000	$	964,010	$	—	$	563,750	$	—	$	21,292	$	2,608,052
	2013	$	300,000	$	300,000	$	279,994	$	—	$	35,100	$	—	$	1,918	$	917,012
Jeffrey Neal	2015	$	350,000	$	—	$	767,498	$	—	$	496,344	$	5,370	$	41,148	$	1,660,360
Chief Operations Officer, West	2014	$	350,000	$	—	$	964,010	$	—	$	783,125	$	6,471	$	21,292	$	2,124,898
	2013	$	300,000	$	276,750	$	279,994	$	—	$	23,250	$	—	$	3,668	$	883,662
Kye Mitchell	2015	$	350,000	$	—	$	767,498	$	—	$	257,344	$	—	$	41,148	$	1,415,990
Chief Operations Officer, East	2014	$	350,000	$	—	$	964,010	$	—	$	370,625	$	—	$	21,292	$	1,705,927
	2013	$	300,000	$	100,000	$	279,994	$	—	$	526,821	$	—	$	3,668	$	1,210,483


(1)	Represents each NEO’s salary earned during the respective year.

(2)

For 2014, represents the transaction-related bonuses for the sale of our HIM segment for Messrs. Dunkel, Liberatore and Kelly, which were awarded in the form of cash for Mr. Dunkel and common stock for Messers. Liberatore and Kelly. For 2013, represents the discretionary bonuses for Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell approved by the Committee in December of 2013 related to both the financial and operational achievements made during 2013.


(3)	The amounts reported reflect the grant date fair value of the awards granted during each of 2015, 2014, and 2013, which classification does not correlate to the related period of performance.


(4)	Represents annual incentive compensation earned by the NEOs during each of 2015, 2014 and 2013; this column also includes the cash LTI bonus for Messers. Dunkel and Liberatore for 2015, and for Mr. Dunkel for 2014.

(5)

For Messrs. Dunkel and Liberatore, the amounts in this column represent the aggregate change in the accumulated benefit obligation for the SERP using the same measurement dates used for financial reporting purposes with respect to Kforce’s consolidated financial statements for fiscal 2015 and 2014. See the Pension Benefits table below for more detail and discussion. The significant increases to the accumulated benefit obligation during 2015 and 2014 were primarily related to a decrease in interest rates from prior years and the related impact on the discount rate utilized in the valuation; there were no changes made to the plan during the year and no increases to the benefits provided to the NEOs.

(6)

For Mr. Neal, the amount in this column represents the matching contribution made by Kforce to the Nonqualified Deferred Compensation Plan for 2015 and 2014. Of the NEOs, Messrs. Dunkel and Neal are the only current participants in Kforce’s Nonqualified Deferred Compensation Plan. There were no above-market or preferential earnings generated during 2015, 2014 or 2013, thus, there are no amounts included in the All Other Compensation column related to nonqualified deferred compensation earnings. See the Nonqualified Deferred Compensation table below for more detail on the activity during 2015 and balances maintained as of December 31, 2015.

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(7)	The "All Other Compensation" column includes:



Name	Year	Dividends (a)		Defined Contribution Plans (b)		SERHP (c)		Total
David Dunkel	2015	$	34,471	$	—	$	—	$	34,471
	2014	$	—	$	—	$	328,274	$	328,274
	2013	$	—	$	—	$	—	$	—
Joseph Liberatore	2015	$	71,746	$	—	$	—	$	71,746
	2014	$	43,208	$	—	$	495,817	$	539,025
	2013	$	8,056	$	—	$	—	$	8,056
David Kelly	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292
	2013	$	1,918	$	—	$	—	$	1,918
Jeffrey Neal	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292
	2013	$	1,918	$	1,750	$	—	$	3,668
Kye Mitchell	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292
	2013	$	1,918	$	1,750	$	—	$	3,668


a.	The amounts reported in this column reflect the dollar value of dividends credited on unvested restricted stock in the form of additional shares of restricted stock. The amounts shown in this column for 2014 and 2013 should have been reflected in the "All Other Compensation" column of the Summary Compensation Table for our proxy statement covering 2014 and 2013 but were inadvertently omitted.


b.	The amounts included for Messrs. Kelly and Neal and Ms. Mitchell are the matching contributions made by Kforce each respective year attributable to defined contribution plans.


c.	For 2014, the amounts reflected in this column for Messrs. Dunkel and Liberatore are the payments received as a settlement of the SERHP in excess of the accumulated benefit obligation as of December 31, 2013.

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GRANTS OF PLAN-BASED AWARDS

For Fiscal Year Ended December 31, 2015