Edgar Filing: KFORCE INC

A. Gordon Tunstall

Director Since:

(Independent)

Kforce Committees:

Nomination; Corporate Governance; Executive

Other Current Public Boards:

Mr. Tunstall 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. He 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 experts cease to serve on the Board.

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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

Filed by the Registrant ý Filed by a party other than the Registrant ¨

Check the appropriate box:




¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to Rule 14a-12

KFORCE INC.

(Name of Registrant as Specified In Its Charter)

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2017	Proxy Statement

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2017 Annual Meeting of Kforce Inc. Shareholders (the Annual Meeting) that will be held on Tuesday, April 18, 2017 at 1001 East Palm Avenue, Tampa, Florida 33605, commencing at 8:00 a.m., eastern time.

We are holding this meeting to:


1.	Elect four Class II directors to hold office for a three-year term expiring in 2020 and one Class III director to hold office for a one-year term expiring in 2018;


2.	Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for 2017;


3.	Conduct an advisory vote on executive compensation;


4.	Conduct an advisory vote on the frequency of future advisory votes on executive compensation;


5.	Approve the Kforce Inc. 2017 Stock Incentive Plan; and


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

Kforce’s Board of Directors (the Board) has selected February 24, 2017 as the record date (the Record Date) for determining shareholders entitled to vote at the meeting.

The proxy statement, proxy card and Kforce’s 2016 Annual Report to Shareholders are being mailed on or about March 17, 2017. Whether or not you plan to attend the annual meeting, we encourage you to vote your shares by using the Internet, telephone, or by signing, dating and returning the enclosed proxy card.

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 17, 2017

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 18, 2017.

This proxy statement and our 2016 Annual Report to Shareholders are available at http://investor.kforce.com/annuals.cfm.

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LETTER TO OUR SHAREHOLDERS

At Kforce we believe that the selection, development and retention of Great People leads to Great Results and we are firmly committed to being the Firm most respected by those we serve, which includes our clients, employees, consultants and you, our shareholders.

2016 was a year of a considerable transformation for our Firm and we are pleased to share a few of the governance initiatives we undertook for the benefit of our shareholders during the past year.

BOARD DIVERSIFICATION AND SUCCESSION PLANNING

We believe our directors contribute a depth and variety of experiences and backgrounds in a way that provides significant value to the Board, management and our shareholders. We also believe periodic Board evaluation, refreshment and succession planning processes are good corporate governance and are essential to ensuring our board leadership includes the right mix of tenure, experience and independence. We are committed to advancing the refreshment and diversity of our Board in a thoughtful, orderly manner that best serves the long-term interest of our shareholders. Since 2014 we have added three new independent board members, including two this past year, and as we enter 2017 we remain dedicated to the continued evaluation and pursuit of Board refreshment and succession opportunities.

SHAREHOLDER ENGAGEMENT

Continuous and transparent communication with our shareholders helps our Board and senior management team by providing direct feedback on a wide range of topics of importance to our stakeholders. In 2016, we conducted a shareholder outreach effort and spent time talking with a number of our shareholders about a variety of topics, including general corporate governance matters and executive compensation. The information and feedback we received will inform our polices, practices and strategies going forward. We thank all those who participated and remain open to and invite your feedback during 2017.

PROXY STATEMENT ENHANCEMENT

Finally, as you soon will see, during 2016 we worked to enhance the format and content of our proxy statement in order to improve the effectiveness of our disclosures. For example, our Corporate Governance section has been reordered and rewritten to provide you with a concise summary of key information concerning our Board of Directors, as well as enhanced discussion of our corporate governance practices. Our Compensation Discussion and Analysis, beginning on page 17, now incorporates the use of additional charts, graphs and tables in order to more clearly depict how our executive compensation program manifests our executive compensation philosophy of attracting, motivating and retaining highly qualified executives who are able to maximize shareholder value. We hope that you will find these changes beneficial as you review this proxy statement and vote your shares.

Thank you for your continued interest and support of Kforce and for allowing us the privilege of serving you.




David L. Dunkel Chairman and Chief Executive Officer	Ralph Struzziero Lead Independent Director

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TABLE OF CONTENTS



CORPORATE GOVERNANCE	4
Our Board of Directors	4
Biographical Information for Our Director Nominees	4
Proposal 1. Election of Directors	6
Biographical Information for Our Other Directors	7
Role of the Board	9
Composition and Diversity	9
Leadership Structure	10
Committees and Meetings	10
Risk Oversight	12
Code of Ethics and Governance Guidelines	12
Related Party Transactions, Compensation Committee Interlocks and Insider Participation	13
Compensation of Directors	13
Executive Officers	14
Proposal 2. Ratification of Appointment of Independent Registered Public Accountants	15
EXECUTIVE COMPENSATION	17
Compensation Discussion and Analysis	17
Executive Summary	17
Our Compensation Principles, Components and Practices	18
2016 Named Executive Office Compensation	22
Executive Compensation Tables	31
Proposal 3. Advisory Vote on Executive Compensation	39
Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	40
Proposal 5. Approval of the Kforce Inc. 2017 Stock Incentive Plan	41
Securities Authorized for Issuance Under Equity Compensation Plans	47
Stock Ownership Information	47
General Information	49
Shareholder Communications, Proposals and Other Matters	50
Appendix A. Kforce Inc. 2017 Stock Incentive Plan	A-1

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CORPORATE GOVERNANCE

OUR BOARD OF DIRECTORS

The Board currently consists of eleven directors who are divided into three classes serving staggered three-year terms. The following table sets forth the names, ages (as of February 24, 2017), and certain other information for each of our directors (including those who are nominees for election at the Annual Meeting).

Class

Age

Position

Director Since

Current Term Expires

Expiration of Term for Which Nominated

Independent

Audit Comm

Comp. Comm

Nomin. Comm

Corp. Gov. Comm

Exec. Comm

Directors with Terms Expiring at the Annual Meeting/Nominees

John N. Allred

Director

1998

2017

2020

Richard M. Cocchiaro

Director

1994

2017

2020

Ann E. Dunwoody

Director

2016

2017

2020

A. Gordon Tunstall

Director

1995

2017

2020

Randall A. Mehl

III

Director

2017

2018

Continuing Directors

David L. Dunkel

III

Chairman, CEO

Director

1994

2018

N/A

Mark F. Furlong

III

Director

2001

2018

N/A

N. John Simmons

III

Director

2014

2018

N/A

Elaine D. Rosen

Director

2003

2019

N/A

Ralph E. Struzziero (1)

Director

2000

2019

N/A

Howard W. Sutter

Director

1994

2019

N/A

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



Legend:	þ	Lead Independent Director	Chair	Member	Financial Expert

The Class II nominees identified above have been nominated to serve as directors for a three-year term expiring at the 2020 annual meeting of shareholders, and the Class III nominee identified above has been nominated to serve as a director for a one-year term expiring at the 2018 annual meeting of shareholders. All of the nominees are currently directors of Kforce, previously elected by the shareholders or appointed by the Board.

BIOGRAPHICAL INFORMATION FOR OUR DIRECTOR NOMINEES

The biographies for each of our director nominees is set forth below along with a description of the experiences, qualifications, attributes or skills that caused the Nomination Committee and the Board to determine that they should serve as a director of Kforce.

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NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2020



John N. Allred	Director Since:	1998	Age:	70
(Independent)	Kforce Committees:		Audit; Nomination (Chair); Corporate Governance
	Other Current Public Boards:		None
	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. He 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	Director Since:	1994	Age:	62
	Kforce Committees:		Executive
	Other Current Public Boards:		None
	Mr. Cocchiaro served as a Vice Chairman of Kforce 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.
Ann E. Dunwoody	Director Since:	2016	Age:	64
(Independent)	Kforce Committees:		Corporate Governance
	Other Current Public Boards:		Republic Services Inc. (NYSE: RSG); L-3 Communications (NYSE: LLL)
	General (Ret.) Dunwoody was the first woman in U.S. military history to achieve the rank of four-star general. From 2008 until her retirement in 2012, she led and ran the largest global logistics command in the Army comprising 69,000 military and civilian individuals, located in all 50 states and over 140 countries with a budget of $60 billion dollars. General (Ret.) Dunwoody also served as a strategic planner for the Chief of Staff of the Army. During her 38-year military career, she was decorated for distinguished service and has received many major military and honorary awards. General (Ret.) Dunwoody currently serves on the Board of Directors of Republic Services Inc., L-3 Communications and Logistics Management Institute. She also serves on the Council of Trustees for the Association of the United States Army and the Board of Trustees for the Florida Institute of Technology and she is the president of First 2 Four LLC, a leadership mentoring and strategic advisory services company that offers visionary insights for managing large organizations to posture them for the future. She has recently authored “A Higher Standard” Leadership Strategies from the First Female Four Star General and is a recipient of The Ellis Island Medal of Honor. General (Ret.) Dunwoody brings to the Board extensive military and management experience, including managing over 50% of the United States Army’s budget as Commanding General, U.S. Army Materiel Command. She also serves as a member of the Board of Directors of several other publicly traded companies and is engaged in numerous charitable and civic activities, which the Board believes allows her to provide valuable and varied perspective. General (Ret.) Dunwoody is also certified as an NACD Governance Fellow.

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NOMINEE FOR ELECTION, CLASS III DIRECTOR - TERM EXPIRES IN 2018

PROPOSAL 1. ELECTION OF DIRECTORS

NOMINEES

The Nomination Committee has recommended, and our Board has approved, each John N. Allred, Richard M. Cocchiaro, Ann E. Dunwoody and A. Gordon Tunstall as nominees for election as Class II directors and Randall A. Mehl for election as a Class III director at the Annual Meeting. If elected, the Class II directors will serve until our 2020 annual meeting of shareholders and Mr. Mehl, who is a Class III director, will serve until our 2018 annual meeting of shareholders, and until their successors are duly elected and qualified. Each of the nominees is currently a director of the Firm. For information concerning the nominees, please see the section titled “Biographical Information for our Director Nominees.”

Each of the 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. 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.

VOTE REQUIRED

We use a majority voting standard for uncontested elections. The election of directors at this year’s Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected, 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 excludes abstentions and broker non-votes.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.

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BIOGRAPHICAL INFORMATION FOR OUR OTHER DIRECTORS

CLASS III DIRECTORS - TERMS EXPIRE IN 2018



David L. Dunkel	Director Since:	1994	Age:	63
	Kforce Committees:		Executive (Chair)
	Other Current Public Boards:		None

	Mr. Dunkel has served as Kforce’s Chairman, Chief Executive Officer and a director since its incorporation 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.
Mark F. Furlong	Director Since:	2001	Age:	59
(Independent)	Kforce Committees:		Audit (Chair); Compensation; Corporate Governance
	Other Current Public Boards:		Boston Private Financial Holdings, Inc. (NASDAQ: BPFH)

	Mr. Furlong has served as a director of Boston Private Financial Holdings, Inc., a provider of wealth management, trust and private banking services, since September 2016 and 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 an 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	Director Since:	2014	Age:	61
(Independent)	Kforce Committees:		Audit; Corporate Governance
	Other Current Public Boards:		None

	Mr. Simmons is the Chief Executive Officer of Growth Advisors, LLC, a provider of C-level advisory services to high-growth companies. He has 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 is an Audit Committee financial expert. 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.

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CLASS I DIRECTORS - TERMS EXPIRE IN 2019



Elaine D. Rosen	Director Since:	2003	Age:	64
(Independent)	Kforce Committees:		Compensation (Chair); Nomination; Corporate Governance
	Other Current Public Boards:		Assurant, Inc. (NYSE: AIZ)

	Ms. Rosen has served as a director of Assurant, Inc., 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, is 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 serves on the compensation committee, she has considerable expertise in, among other things, executive compensation, a subject matter that is undergoing dynamic change.
Ralph E. Struzziero	Director Since:	2000	Age:	72
(Independent)	Kforce Committees:		Compensation; Corporate Governance (Chair)
	Other Current Public Boards:		None

	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 Prism Medical Ltd., a publicly traded corporation on the TSX Venture Exchange in Canada and manufacturer and distributor of moving and handling equipment for the mobility challenged, from July 2011 until its sale in August 2016, and 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.
Howard W. Sutter	Director Since:	1994	Age:	68
	Kforce Committees:		Executive
	Other Current Public Boards:		None

	Mr. Sutter has served as a Vice Chairman of Kforce 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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ROLE OF THE BOARD

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;


•	discuss and consider the Firm’s strategic and executive succession planning;


•	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.

Sound corporate governance is fundamental to the overall success of Kforce. Our key governance documents, including our Corporate Governance Guidelines, are available at www.investor.kforce.com/governance.cfm.

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. Materials and updates provided regularly to the Board are set forth below.



At each Board meeting our Board receives:		On a monthly basis our Board receives:
l	an executive summary that includes, among other items, a risk factors section;	l	a description of certain significant events and risk factors that have occurred in each period;
l	Kforce’s financial and operational performance;	l	a financial update from management; and
l	management’s assessment of the current state of the capital markets and macro-economic environment;	l	any other necessary items requiring the attention of the full Board.
l	management’s analysis on the current state of the staffing industry; corporate development activities;
l	a claims, litigation and ethics hotline summary;
l	a report on the Firm’s risk and enterprise risk management program; and
l	reports on other matters that may arise from time to time, that require reporting to the Board.

COMPOSITION AND DIVERSITY

Our Board consists of an experienced group of leaders with backgrounds, skills, attributes and experiences that provide a diverse mix of perspectives. Our directors have served in leadership and management positions across fields such as banking, executive compensation, healthcare, investment banking/strategic advisory, insurance, government/military and staffing. Four of our directors 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 to ensure a well-functioning mix of diverse backgrounds and expertise.

The Nomination Committee strives to identify directors who will: (1) bring to the Board a variety of experience and backgrounds; (2) bring substantial senior management experience, financial expertise and other skills that would enhance the Board’s effectiveness; and (3) 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. 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 not adopted a formal definition of diversity, but it applies diversity principles in the broadest sense to encourage the consideration and selection of board members who bring differences in skills, viewpoints, backgrounds and experience to contribute breadth and depth to our Board’s decision-making process.

The Nomination Committee has established detailed recruitment procedures by which it, the full Board, the Firm’s independent directors and key management personnel all play a role in the identification, review, screening and interviewing of director candidates. When identifying candidates, the Nomination Committee takes into account overall board composition and diversity, tenure and succession. Since 2014, we have advanced the refreshment and diversity of our Board through the addition of three new board members, two of whom were added in the past year.

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LEADERSHIP STRUCTURE

Our current leadership structure includes Mr. Dunkel’s service as both Chairman and CEO of the Firm. This role is coupled with and balanced by a lead independent director, independent Audit, Compensation, Nomination, and Corporate Governance committees and an independent majority of directors. The Board believes that this structure has served our shareholders well historically and continues to provide the most effective, efficient and appropriate framework for board oversight and governance.

Mr. Dunkel has served as Kforce’s Chairman, Chief Executive Officer and a director since the Firm’s incorporation in 1994 and as a consequence he possesses a deep and unique understanding of the Firm’s business and operations. The Board believes that this experience, coupled with his extensive knowledge of the staffing industry, provides strong, consistent leadership and allows him to serve as a highly effective bridge between the Board and management. In addition, in his capacity as CEO, Mr. Dunkel frequently meets with shareholders, clients and other Firm stakeholders to communicate our business and strategy and to understand their various perspectives and insights, which he is then able to relay to the full Board for consideration and assessment. Mr. Dunkel’s beneficial ownership of approximately 4.6% of Kforce’s outstanding common stock further aligns his interest with those of our shareholders and the Board continues to believe that his in-depth knowledge and experience places him in the best position to both guide and implement the Board’s direction.

Our Corporate Governance Guidelines recognize the importance of a lead independent director in the absence of an independent Chairman and sets forth specific roles and responsibilities of the lead independent director, including: presiding at executive sessions of the independent directors; serving as a liaison between the independent directors and the Chairman and CEO; and having oversight of CEO hiring and succession. In addition, the chairs - and all members of the Board’s Audit, Compensation, Nomination, and Corporate Governance Committees - are independent directors. As a result, the oversight of the critical issues within the purview of these committees is entrusted to the independent directors and serves to further uphold effective governance standards.

The Board remains open to, and regularly seeks, shareholder feedback with regard to governance topics such as its leadership structure and considers the feedback provided as part of its assessment process.

COMMITTEES AND MEETINGS

Our Board has established five standing committees consisting of an Audit Committee, a Compensation Committee, a Nomination Committee, a Corporate Governance Committee, and an Executive Committee. The committees facilitate a more in-depth assessment of certain important areas than can be addressed during a full Board meeting. The Board has determined that the chair and committee members of each of the Audit, Compensation, Nomination, and Corporate Governance Committees is independent within the meaning of the NASDAQ and SEC Rules. The committee members and independent directors meet regularly in executive session without management. Additional information regarding the composition and responsibilities of the Audit, Compensation, Nomination and Corporate Governance Committees is described below and written charters of each committee are available at www.investor.kforce.com/governance.cfm.



Audit Committee
Members:	Roles and Responsibilities of the Committee:
Mark F. Furlong (Chair)	The Audit Committee oversees the accounting and financial reporting processes of the Firm and the audits of the Firm’s financial statements. 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. This committee also has the responsibility for selecting, compensating, and monitoring the independence of the Firm’s independent auditors, reviewing and approving related party transactions and overseeing the Firm’s internal audit function and Enterprise Risk Management Program. The Audit Committee engages in periodic reviews of how cyber security risk is assessed and mitigated by the company. These reviews include discussions with third party experts that have been engaged by Management to perform various cyber security testing and assessments. At each quarterly meeting, and more frequently as needed, the members of the Audit Committee meet in executive session. The Audit Committee also meets regularly in separate executive sessions with the Firm’s Director of Internal Audit, Chief Legal & Compliance Officer and Deloitte & Touche LLP, our independent registered public accountants. The Board has determined that each Mr. Furlong and Mr. Simmons, who are both members of the Audit Committee, as well as each Mr. Tunstall and Mr. Mehl is an “audit committee financial expert,” as defined by SEC Rules.
John N. Allred
N. John Simmons
Number of Meetings:
6

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Compensation Committee
Members:	Roles and Responsibilities of the Committee:
Elaine D. Rosen (Chair)	The Compensation Committee is responsible for development of the compensation principles to guide design of the Firm’s executive compensation program. It is also responsible for reviewing and approving the overall compensation and fringe benefit policies and practices of the Firm, approving any new or amended employment agreements for executive management including grants or awards to executive management under the Firm’s long-term incentive program and preparing an annual report on the Firm’s executive compensation policies and practices as required by SEC Rules. In the discharge of its duties the Compensation Committee has the authority to select and retain 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.
Mark F. Furlong
Ralph E. Struzziero
Number of Meetings:
6



Nomination Committee
Members:	Roles and Responsibilities of the Committee:
John N. Allred (Chair)	The Nomination Committee is responsible for providing assistance to the Board in the selection of director candidates for election. In addition to identifying and recommending candidates for election to the Board, this committee also makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the nomination process and recommends candidates for election to our Board. 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 this 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 director candidates recommended by shareholders. Please see the section titled “Shareholder Communications, Proposals and Other Matters” below.
Elaine D. Rosen
A. Gordon Tunstall
Number of Meetings:
5



Corporate Governance Committee
Members:	Roles and Responsibilities of the Committee:
Ralph E. Struzziero (Chair)	The functions 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 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 Firm’s lead independent director serves as the Chair of the Corporate Governance Committee.
John N. Allred
Ann E. Dunwoody
Mark F. Furlong
Randall A. Mehl
Elaine D. Rosen
N. John Simmons
A. Gordon Tunstall
Number of Meetings:
4



Executive Committee
Members:	Roles and Responsibilities of the Committee:
David L. Dunkel (Chair)	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.
Richard M. Cocchiaro
Howard W. Sutter
A. Gordon Tunstall
Number of Meetings:
None

During 2016, the Board held 5 meetings and the 5 committees of the Board held a total of 21 meetings. During the term served, each director attended 100% of the Board meetings and 100% of the committee meetings on which he or she served, except Mr. Tunstall, who was not present at one of the Nomination Committee meetings. Our Corporate Governance Guidelines invite, but do not require, our directors to attend our annual meeting of shareholders and in 2016 two directors attended our annual meeting of shareholders.

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RISK OVERSIGHT

The Board, as a whole and at the committee level, has an active role in overseeing management of the Firm’s risks. The Board’s primary mechanism for assessing overall risk to the Firm as well as management’s actions to address and mitigate those risks is a comprehensive, integrated Enterprise Risk Management (ERM) program. The Firm’s ERM program divides risk into four categories: financial/strategic risk, client risk, operational risk and employment/legal risk. The ERM risk assessment process is coordinated by the Firm’s compliance team which, together with business unit leadership, develop regular risk assessment reports to the Audit Committee.

The Board has designated the Audit Committee with the primary responsibility for overseeing the ERM program and the committee dedicates a portion of its meetings to reviewing and discussing specific risk topics in greater detail. The Audit Committee provides the Board with periodic reports on the Firm’s risk and ERM program findings. In addition, the Firm’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 financial asset protection and reporting, data security, and other ERM program findings, discussions with Kforce’s officers, directors and other key personnel, and the results of their previous operational and financial audits.

The Board committees also consider risk within their areas of responsibility as summarized below. The committee chairs provide reports of their activities to the full Board at each regular Board meeting including apprising the Board of any significant risks within their areas of responsibility and management’s response to those risks.



Audit		Compensation		Nomination		Corporate Governance
l	Monitors risk relating to the Firm’s financial statements, systems, reporting process and compliance	l	Oversees executive compensation risk	l	Oversees director succession risk	l	Leadership and oversight of ethical standards
l	Responsible for the Firm’s risk assessment and ERM program	l	Responsible for preparation and required disclosures regarding compensation practices	l	Establishes procedures for the Board’s nomination process	l	Provides a forum for Board independent directors to meet separately from management
l	Reviews and approves related party transactions and relationships involving directors and executive officers	l	Responsible for review of the overall compensation and fringe benefits policies and practices of the Firm including determining whether such policies and practices are reasonably likely to have a material adverse effect on the Firm	l	Recommends candidates for election to the Board	l	Reviews and recommends to the Board any changes to the corporate governance guidelines
l	Monitors and receives reports on the Firm’s cybersecurity risks

CODE OF ETHICS AND GOVERNANCE GUIDELINES

The Board has adopted a Commitment to Integrity applicable to all directors, officers and employees of Kforce, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. It is intended to help Firm personnel recognize and deal with ethical issues, deter wrongdoing and provide mechanisms to report dishonest or unethical conduct. The Firm also has a set of Corporate Governance Guidelines that sets forth the Firm’s corporate governance policies and practices and serves to guide the operation and direction of the Board. These guidelines, together with the charters for the standing committees of the Board and the Commitment to Integrity, are published under “Corporate Governance” in the Investor Relations section of our website at www.kforce.com.

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RELATED PARTY TRANSACTIONS, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Audit Committee is responsible for reviewing and approving all related party transactions that Kforce would be required to disclose in accordance with Item 404 of Regulation S-K. While the Board has not currently adopted a written policy regarding the review, approval or ratification of transactions with related persons, it is confident that the Audit Committee adequately reviews all potential related party transactions including a consideration of whether the transaction is on terms that are in the best interests of Kforce and its shareholders. During 2016, 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 he have any involvement in the ongoing compensation and performance-related decisions for his son. Total remuneration paid to Mr. Struzziero’s son was approximately $211,000, 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.

In 2016 the Firm’s Compensation Committee consisted of Elaine D. Rosen (Chair), Mark F. Furlong and Ralph E. Struzziero. Mr. Struzziero served as the Chairman (1990-1994) and President (1980-1994) of Romac & Associates, Inc., a company acquired by Kforce in 1994. Neither of the other members of the Compensation Committee is currently or was formerly an officer or an employee of Kforce or its subsidiaries or had any relationship with Kforce requiring disclosure under Item 404 of Regulation S-K.

During 2016, none of the Firm’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

COMPENSATION OF DIRECTORS

The following table shows the annual compensation components for the year ended December 31, 2016 and the aggregate number of unvested restricted stock awards and options to purchase Kforce stock held as of December 31, 2016 for our directors who served on the Board during 2016, except Mr. Dunkel:



Name	Fees Earned or Paid in Cash ($)(1)(2)		Stock Awards ($)(3)		All Other Compensation ($)(4)(5)		Total ($)		Aggregate Number of Unvested Restricted Stock Awards Held (6)	Aggregate Number of Unexercised Options Held (6)
John N. Allred	$	97,000	$	99,993	$	2,769	$	199,762	5,355	—
Richard M. Cocchiaro	$	70,000	$	99,993	$	1,913	$	171,906	5,355	—
Ann E. Dunwoody	$	44,000	$	99,993	$	1,913	$	145,906	5,355	—
A. Gordon Tunstall	$	67,000	$	99,993	$	2,769	$	169,762	5,355	—
Mark F. Furlong	$	97,000	$	99,993	$	2,769	$	199,762	5,355	—
N. John Simmons	$	67,000	$	99,993	$	3,087	$	170,080	5,355	—
Elaine D. Rosen	$	97,000	$	99,993	$	2,769	$	199,762	5,355	—
Ralph E. Struzziero	$	82,000	$	99,993	$	2,769	$	184,762	5,355	5,000
Howard W. Sutter	$	—	$	—	$	406,725	$	406,725	—	—

(1)

Fees earned or paid in cash consisted of: (a) annual retainer for each director of $20,000; (b) annual retainers for each committee chairperson of $15,000; (c) quarterly fees for each quarter of board service of $5,000; and (d) quarterly fees for each quarter of committee service of $3,750 for each of the Audit Committee, Compensation Committee and Nomination Committee and $3,000 for the Corporate Governance Committee.


(2)	For Mr. Cocchiaro, this amount includes cash compensation of $30,000 related to a pro-rated annual retainer and annual stock award for the first quarter of 2016 as a result of his retirement from Kforce in January 2016.


(3)	Stock Awards included a grant of 5,260 shares of restricted stock to each director, except for Mr. Sutter. The closing stock price on the grant date was $19.01 and the amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC 718.


(4)	The amounts reported in this column for all directors except Mr. Sutter reflect the dollar value of dividend equivalents credited on unvested restricted stock in the form of additional shares of restricted stock.


(5)	During 2016, Mr. Sutter was employed by us and the amount reported in this column represents his compensation, which consisted of: $300,000 in salary, $105,000 in bonus, and $1,725 in matching contributions made by Kforce attributable to defined contribution plans. Mr. Sutter was not compensated for his service on the Board.


(6)	The beneficial ownership of common shares as of the Record Date for each of our directors is presented below under the heading of “Security Ownership of Certain Beneficial Owners and Management.”

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EXECUTIVE OFFICERS

The ages (as of February 24, 2017) and biographies for each of our executive officers is set forth below.



David L. Dunkel	Age:	63
Chairman and Chief Executive Officer	Mr. Dunkel has served as Kforce’s Chairman, Chief Executive Officer and a director since its incorporation in 1994. He previously served as President and Chief Executive Officer of Romac-FMA, one of Kforce’s predecessors, for 14 years.
Peter M. Alonso	Age:	55
Chief Talent Officer	Mr. Alonso has served as Kforce’s Chief Talent Officer since January 2009. Mr. Alonso previously served as President of Health & Life Sciences and President of Technology Staffing, both former subsidiaries of Kforce, and has held several other positions of increasing responsibility within Kforce since 1985. Before joining Kforce, Mr. Alonso held positions at Zenith Electronics Corporation.
Michael R. Blackman	Age:	62
Chief Corporate Development Officer	Mr. Blackman has served as Kforce’s Chief Corporate Development Officer since December 2009, prior to which he served as the Firm’s 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	Age:	43
Chief Legal & Compliance Officer	Mr. Edmund has served as Kforce’s Chief Legal Officer since February 2014 and as Chief Compliance Officer since July 2015. From 2009 to 2014, Mr. Edmund served as an attorney in the legal department at PetSmart, Inc., most recently as Vice President, Legal - Business Operations. He also previously served as a partner in the labor and employment department of Porter, Wright, Morris & Arthur from 2006 to 2008 and as Director of External Affairs and General Counsel for the Ohio Business Roundtable from 2008 to 2009.
Jeffrey B. Hackman	Age:	38
SVP, Finance & Accounting	Mr. Hackman has served as Kforce’s Principal Accounting Officer since October 2015 and as Senior Vice President, Finance & Accounting since March 2015. He previously served as the Firm’s Chief Accounting Officer and Principal Accounting Officer from February 2009 until September 2013 and as Kforce’s SEC Reporting Director from September 2007 to February 2009. Mr. Hackman served as the Global Chief Accounting Officer of Cunningham Lindsey from September 2013 until he rejoined Kforce in March 2015. Prior to 2007 he was an Audit Senior Manager with Grant Thornton LLP.
David M. Kelly	Age:	51
Chief Financial Officer	Mr. Kelly 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. Before joining Kforce, Mr. Kelly served in various roles with different companies that included treasury director, vice president, and controller.
Joseph J. Liberatore	Age:	53
President	Mr. Liberatore has served as Kforce’s President since January 2013. He previously served as Corporate Secretary from February 2007 to February 2013, 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 he joined the Firm in 1988.
Kye L. Mitchell	Age:	47
Chief Operations Officer	Ms. Mitchell has served as Kforce’s Chief Operations Officer since March 2016. Before her appointment as Chief Operations Officer, Ms. Mitchell served as Chief Operations Officer for the East Region from January 2013 to March 2016, 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.

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PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our consolidated financial statements for the year ended December 31, 2016, 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 year ending December 31, 2017, to provide review services for each of the quarters in the year then ended, and to perform other appropriate services. 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 statements deemed appropriate.

Deloitte & Touche LLP has audited Kforce’s financial statements since the fiscal year ended December 31, 2000.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS - FEE INFORMATION



Fee Type	2016		2015
Audit Fees (1)	$	748,019	$	759,679
Audit-Related Fees (2)	$	11,500	$	11,500
Tax Fees (3)	$	—	$	23,400
All Other Fees (4)	$	2,895	$	2,000


(1)	Represents fees associated with the annual audit and the review of our financial statements included in our Quarterly Reports on Form 10-Q.

(2)

Includes 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.


(3)	Includes fees related to tax compliance, tax advice and tax planning.


(4)	Represents fees for an annual subscription to a Deloitte & Touche LLP research database and continuing education courses. 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 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 periodically reports to the Audit Committee the pre-approved services provided by the independent auditors as well as the fees for the services performed.

During the year ended December 31, 2016, 100% of services were pre-approved by the Audit Committee in accordance with this policy.

VOTE REQUIRED

Approval of this proposal requires 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 will have the effect of a vote against the proposal. A broker non-vote is considered not entitled to vote and will not affect the voting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.

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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 1301;


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

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 year ended December 31, 2016, 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, 2017, and to provide review services for each of the quarters in the year ending December 31, 2017.

Submitted by the Audit Committee

Mark F. Furlong (Chairman)

John N. Allred

N. John Simmons

The foregoing 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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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Report

The Compensation Committee of Kforce (the Committee) has reviewed and discussed the Compensation Discussion and Analysis (CD&A) required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into Kforce’s Annual Report on Form 10-K for the year ended December 31, 2016.

Submitted by the Compensation Committee

Elaine D. Rosen (Chair) ¦ Mark F. Furlong ¦ Ralph E. Struzziero

EXECUTIVE SUMMARY

The CD&A primarily focuses on the compensation of our Named Executive Officers (NEOs) for the year ended December 31, 2016. Kforce’s “Active NEOs” for the year ended December 31, 2016 were:


•	David L. Dunkel, Chairman and Chief Executive Officer


•	Joseph J. Liberatore, President


•	David M. Kelly, Chief Financial Officer


•	Kye L. Mitchell, Chief Operations Officer


•	Peter M. Alonso, Chief Talent Officer

Jeffrey T. Neal, Chief Marketing Officer, has been included in the CD&A as an “Inactive NEO” because of his resignation effective August 31, 2016.

At the start of 2016, our Committee provided targeted salary increases to two of the Active NEOs to ensure they continued to align with market median targets.

During 2016, Kforce:


•	Did not achieve threshold levels of performance for our revenue and earnings per share annual incentive metrics.


•	Achieved above target levels of performance for our long-term incentive (LTI) metric; Kforce’s relative total shareholder return (TSR) over the past three years (January 1, 2014 through December 31, 2016) ranked in 4th place versus our industry peer group of 8 direct competitors.

As a result of our overall financial and TSR performances, our Committee provided:


•	No annual incentive payouts for Messrs. Dunkel and Liberatore and significantly lower payouts than 2015 for the other Active NEOs, based solely on the achievement of individual performance objectives.


•	LTI payouts somewhat lower than 2015 based on a relative TSR ranking drop of one place versus our industry peer group.

Overall, these outcomes reflected our performance against our 2016 financial goals, resulting in significant declines in the earned compensation provided to our NEOs in 2016.

Additionally, during 2016, the Committee made a change in the timing of the grant date for the LTI equity payouts. Kforce has historically granted LTI equity awards on the first business day of the year following the end of the performance period. As a result, the equity grants were not reported in the Summary Compensation Table in the year they were earned, but rather in the following year, creating difficulties for investors trying to evaluate the Company’s overall pay-for-performance outcomes.

For the performance period ending December 31, 2016, the grant date was shifted forward to the last day of the performance period. This administrative change resulted in two annual LTI equity grants being made during the year ended December 31, 2016 (one grant on January 4, 2016 for the performance period ending December 31, 2015 and one grant on December 31, 2016 for the performance period ending December 31, 2016). This change increased the compensation reported in the Summary Compensation Table for our NEOs in 2016.

The Committee made this change so that future equity grants will be made and, more importantly, reported in the Summary Compensation Table, within the year they are earned rather than in the year after they were earned, therefore providing investors with a greater understanding of pay-for-performance and, ultimately, eliminating the need for the supplemental Earned Compensation Table presented later in this report. It is expected that future fiscal years, beginning in 2017, will have only one LTI equity grant, to be made on the last day of the year.

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OUR COMPENSATION PRINCIPLES, COMPONENTS, AND PRACTICES

What We Do / What We Don’t Do



What We Do		What We Don’t Do
l	Target Annual NEO Compensation at Market Median	l	Define Market Median by Comparison to Larger Companies
l	Ensure Performance-Based Compensation is the Largest Part of Total Compensation	l	Set Easy Financial Targets for Incentive Plans
l	Ensure Equity-Based LTI Compensation is the Largest Component of Performance-Based Compensation	l	Allow Repricing or Cash Buyouts of Previous Equity-Based LTI Grants
l	Provide Pay-for-Performance by Paying Higher Compensation for Above Median Performance and Lower Compensation for Below Median Performance	l	Allow Hedging or Pledging or Other Related Activities
l	Require Share Ownership	l	Create New Excise Tax Gross-ups
l	Maintain a Significant Clawback Policy	l	Provide Excessive Perquisites
l	Consider Tax Deductibility in Compensation Plan Design

Our Executive Compensation Philosophy and Practices

Our executive compensation philosophy is to attract, motivate and retain highly qualified executives who are able to maximize shareholder value. To carry out this philosophy, we have embraced the following principles intended to guide compensation design and administrative decisions made by the Committee, the Board and management.



Attract and Retain Key Executives		Attracting and retaining key executive 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 reviews compensation data from several independent sources. Our competitive market for executive talent is primarily staffing organizations; however, the Committee also reviews pay data for other professional service and consulting organizations that we believe are of comparable size and with similar business models.



Target Annual NEO Compensation at Market Median		The Committee believes executive compensation should be aligned with our financial and TSR performance. For the 2016 compensation program, we targeted the total pay level for our NEOs at the median of comparable companies. In addition, we believe the design of our pay programs provides a significant incentive to our NEOs to exceed targeted performance.



Ensure Performance-Based Compensation is the Largest Part of Total Compensation		The Committee designs the compensation framework with significant emphasis on performance-based compensation over fixed compensation, such as salaries, to motivate our NEOs to drive operational performance without encouraging unreasonable risk. Target performance-based compensation comprised 67-74% of target total direct compensation for our Active NEOs in 2016.



Ensure Equity-Based LTI Compensation is the Largest Component of Performance-Based Compensation		The Committee further believes equity-based LTI compensation should be the largest component of performance-based compensation to further focus executive efforts on long-term shareholder returns. Target equity LTI ranged from 60%-75% of target total performance-based compensation for our Active NEOs in 2016. We believe the opportunity to earn the designated equity LTI performance objectives motivates the achievement of higher relative TSR and to retain our executives for the long-term, given the denomination of earned Equity LTIs as time-based restricted stock with a five-year vesting period beginning upon grant.



Provide Pay-for-Performance by Paying Higher Compensation for Above Median Performance and Lower Compensation for Below Median Performance		The Committee believes our compensation programs should provide superior cash and equity compensation opportunities for superior performance. The Committee believes this structure results in significant relative shareholder value creation, while also creating a positive perception of Kforce in the highly competitive market for executive talent. The Committee also believes the opposite should be true by providing lower compensation for below median performance.



Require Share Ownership		The Committee believes our executives should have a personal financial stake in Kforce’s ongoing future success. Accordingly, equity-based LTIs play a significant role in our 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 further align the interests of executives and long-term shareholders, our Board has adopted formal ownership guidelines (see below).

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Consider Tax Deductibility in Compensation Plan Design		We consider possible tax consequences in the design of our executive compensation programs. However, tax consequences, including tax deductibility, are subject to many factors beyond our control. In addition, we believe it is important to retain maximum flexibility in designing compensation programs to meet stated corporate objectives. While we consider tax deductibility as one of the factors in designing our compensation programs, we do not limit compensation to those levels or types of compensation that will be fully deductible to Kforce. We will consider alternative forms of compensation, consistent with our compensation goals that preserve deductibility.



Set Challenging Performance Objectives		We work to set difficult but attainable financial performance objectives for our NEOs in the context of the annual incentive plan. This is particularly illustrated in 2016, a year in which threshold financial performance objectives were not attained and no payouts were made to the NEOs for financial performance within the annual incentive plan.

The Company’s compensation program has the following features for alignment with best practices:



Minimum Stock Ownership	Our Corporate Governance Guidelines include a stock ownership policy for our directors and executives. The minimum level of holdings for each position is as follows:
		Target Holding Level (Lesser Of)
	Position	Base Salary / Annual Retainer	Shares
	Director	3x	5,000
	Chief Executive Officer	5x	200,000
	President	3x	100,000
	Chief Financial Officer	2x	50,000
	Chief Operations Officer	2x	30,000
	Other members of Kforce’s Executive Leadership Team	0.5x	10,000
	As of the Record Date, all Directors, NEOs and other members of our executive leadership were in compliance with the policy. In accordance with the policy, Directors have three years from the effective date of joining the Board to attain the ownership level; therefore, Mr. Mehl is deemed to be in compliance, even though his ownership level is not yet at the levels as described above.



Clawback Policy		Our Corporate Governance Guidelines includes a clawback policy applicable to all executive officers. 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 determined appropriate, recover from current executives any incentive-based compensation paid for relevant performance periods beginning after March 30, 2012.



Equity Plan Features		None of our Stock Incentive Plans (as approved by shareholders in 2006, 2013 and 2016 and pending approval of Proposal 5 in 2017) permit repricing or cash buyouts of underwater options or stock appreciation rights without shareholder approval. The Committee believes the Plans are structured to avoid problematic pay practices and do not contain features that could be detrimental to shareholder interests.



Insider Trading, Anti-Pledging and Anti-Hedging	Our Insider Trading Policy governs the trading in our securities by directors, officers and employees and other persons who have or may have access to material, nonpublic information. The policy has the following restrictions:
	s	No trading while in the possession of material, nonpublic information
	s	No trading during designated black-out periods
	s	No trading without pre-approval (certain insiders)
	s	No margin accounts
	s	No pledging
	s	No hedging (including prepaid variable forwards, equity swaps, collars and exchange funds)
	s	No trading in any interest or position relating to future stock price , such as a puts, calls or short sales



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 in the event of a change-in-control event 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.

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Roles and Responsibilities

Role of the Compensation Committee

The Committee, which consists entirely of independent directors, is responsible for development of the compensation principles that guide design of the Firm’s executive compensation program. It is also responsible for reviewing and approving Kforce’s overall compensation and employee benefit policies and practices and has concluded that the compensation policies and practices of the Firm do not create risks that are reasonably likely to have a material adverse effect on Kforce.

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:


•	staying informed of current issues and emerging trends;


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


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

Role of the Compensation Consultant

Overall, the independent compensation consultant assists with various items, including evaluating and providing guidance with respect to: compliance with the approved compensation framework and alignment with performance; effectiveness of the compensation framework; and competitiveness of our executive compensation (including salary and annual and long-term incentives) as compared to the market.

During early 2016, the Committee had 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 peer groups.

Pearl Meyer provided 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 determined Pearl Meyer’s engagement, and the services provided by Pearl Meyer to the Committee, did not raise any conflict of interest.

During July 2016, the Committee undertook a periodic reassessment of its relationship with its independent consultant and decided to make a change to Pay Governance LLC, also a national independent consulting firm, to serve as the Committee’s consultant going forward. The Committee assessed Pay Governance’s independence based on various factors and determined Pay Governance’s engagement, and the anticipated services to be provided to the Committee, did not raise any conflicts of interest.

Peer Groups and Benchmarking

Kforce uses two distinct peer groups for the purposes of assessing and determining its executive compensation structure: (1) an industry peer group and (2) a separately designated peer group. While we understand the use of multiple peer groups may appear atypical to an external party, Kforce management and the Committee believe the two peer groups as described below support a strong executive compensation program.

The Committee uses both peer groups as a source for executive compensation benchmarking data and comparisons to Kforce’s executive compensation levels, for further insight into external compensation practices, and for determining specific performance-based compensation objectives.

Industry Peer Group

In determining the industry peer group, we focus on selecting publicly traded staffing companies 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. Based on a report published by Staffing Industry Analysts in 2016 regarding the largest staffing firms in the United States, we estimate Kforce is one of the 10 largest publicly-traded specialty staffing firms in the United States. In addition to the specific staffing industry in which companies operate, other primary criteria for this 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. Most importantly, we consider the companies in the industry peer group as our direct business competitors on a day-to-day basis and, as a result, their size and scope varies considerably.

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In addition to using this peer group for the reasons note above, the industry peer group is specifically used in relative TSR performance-based objectives to determine LTI compensation. Additionally, the industry peer group is considered in more depth and has a greater impact on the annual incentive performance objectives than the separately designated peer group, due to the closer relationship to our industry and our desire to set such incentive performance objectives at or higher than industry expectations.

The 2016 Industry Peer Group consisted of the following companies:



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

The 2016 Industry Peer Group had the following financial statistics for 2016 (in thousands, except percentile rank):



	Revenue		Market Capitalization
25th Percentile	$	835,333	$	463,647
Median	$	2,595,527	$	957,530
75th Percentile	$	5,256,999	$	3,233,853

Kforce Inc.	$	1,319,706	$	619,057
Percentile Rank	37		37

Separately Designated Peer Group

The separately designated peer group is based on a broader set of peers, which are reasonably similar in terms of size (revenue and market cap) but may not be in the same industry. The primary objective for peer selection in this group is to apply the standards used by institutional shareholder advisory firms, which consist of similar industry classification codes, revenues and market capitalizations.

In addition to using this peer group for the reasons note above, the separately designated peer group is specifically used as a part of the relative TSR performance-based objectives to determine the ultimate payout for the LTI compensation for the CEO and the President. By incorporating this peer group into the performance metrics for Messrs. Dunkel and Liberatore, we believe their total compensation will closely align with performance as compared to this group.

The 2016 Separately Designated Peer Group consisted of the following companies:



Barrett Business Services, Inc.	Huron Consulting Group Inc.	On Assignment, Inc.
CDI Corporation	ICF International, Inc.	Resources Connection, Inc.
CEB Inc.	Insperity, Inc.	TrueBlue, Inc.
FTI Consulting, Inc.	Korn/Ferry International	Volt Information Sciences, Inc.
Heidrick & Struggles International, Inc.	Navigant Consulting, Inc.

The 2016 Separately Designated Peer Group had the following financial statistics for 2016 (in thousands, except percentile rank):



	Revenue		Market Capitalization
25th Percentile	$	839,191	$	491,284
Median	$	1,109,789	$	1,074,989
75th Percentile	$	1,738,210	$	1,640,382

Kforce Inc.	$	1,319,706	$	619,057
Percentile Rank	57		36

Consideration of Shareholder Feedback

We believe shareholder feedback helps to strengthen our governance practices and compensation framework. The feedback from both our annual shareholder outreach program, as well as the results of our advisory votes on executive compensation, enhances our understanding of our shareholders’ concerns and areas of focus. We remain committed to open and transparent communication, engagement with our shareholders and taking feedback into consideration. Our shareholders are invited to communicate with our directors either individually or as a group by writing to the attention of our Corporate Secretary at Kforce Inc., 1001 East Palm Avenue, Tampa, Florida 33605. Such communications will be delivered directly to Kforce’s Board.

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During 2016, we reached out to our top 25 institutional shareholders, representing approximately 60% of our shares outstanding. Based on the feedback that we received, there were no criticisms or suggestions for significant changes to our NEO compensation programs.

Over the past several years, our “say on pay” proposal has received substantial support from our shareholders. The following shows the percentage of votes (excluding brokers non-votes) cast “for” the advisory vote to approve executive compensation:

The Compensation Committee believes the 2016 voting results reflect our shareholders’ support of our overall NEO compensation framework and indicates approval of executive compensation paid in the context of our performance results.

2016 NAMED EXECUTIVE OFFICER COMPENSATION

Financial and Operational Summary

The following presents a graphical summary of recent key financial results, followed by further commentary on the next page.



*Net service revenues for 2014 excludes HIM given its disposition in August 2014.	**EPS for 2014 excludes earnings and the gain on sale related to HIM, given its disposition in August 2014.

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Our 2016 revenues were roughly equal to 2015 revenues primarily due to reduced revenues in our temporary technology staffing segment as a result of certain significant organizational changes within a number of several large clients offset by growth in temporary finance and accounting staffing, although the growth rate slowed from the year prior due to challenging comparisons. The 2016 EPS reduction was primarily driven by severance costs associated with realignment activities focused on further streamlining our organization, costs associated with a large investment in refining our sales methodology, messaging and process, and a reduction in our gross profit as a result of higher benefit costs during the year and spread compression within our large client portfolio where certain of these clients have, in many cases, narrowed the number of vendor partners that they are looking to do business with and are leveraging volume-based rebates in exchange for this increased concentration of business. Although we have taken several actions we believe have laid a solid foundation for a reacceleration of revenue growth and improved profitability objectives for 2017, the 2016 financial results have resulted in no financial performance-based annual incentives for our NEOs.

Although Kforce’s three-year TSR results in absolute terms were down during 2016 in an uncertain market, the relative TSR versus our peer groups was still robust. The continued strength in TSR results relative to our peer groups resulted in fairly strong equity incentives for our NEOs.

During 2016, we continued to evolve and make progress on our strategic initiatives including: (1) enhancing our sales methodology and training of our sales associates to engage in more strategic conversations and shape solutions with our clients; (2) balancing investment in our revenue-generating talent appropriately across our service offerings and allocating the talent toward markets, products, industries and clients that we believe present Kforce with the greatest opportunity for profitable revenue growth; (3) consolidating our sales and delivery organization and certain revenue-enabling support functions in an effort to allow us to more effectively compete for business, particularly with our largest customers; and (4) upgrading existing technology systems and implementing new technologies that allow us to more effectively and efficiently serve our clients, candidates and consultants and improve the productivity and scalability of our organization. These achievements resulted in strong objectives-based annual incentives for certain of our NEOs.

Additionally during 2016, we continued to return capital not needed to operate the business to our shareholders by completing four quarterly dividends of $0.12 per share, and repurchasing 2.3 million shares under our Board-authorized common stock repurchase program. The dollar amounts of these activities are as follows:

We believe the financial and operational results as discussed above are reflective of the payouts made for 2016, which is illustrated within the Earned Compensation Table below.

2016 NEO Compensation Components, Results and Determinations

The section below discusses the compensation components, results and determinations as it relates to the 2016 NEOs, and reflects the 2016-2018 NEO compensation framework design.

Our practice is to develop a three-year NEO compensation framework. The framework for the 2016-2018 period, as approved by the Committee, targets total annual NEO compensation at the market median for market median performance.

The components of the 2016-2018 framework include salary, annual incentive compensation and LTI compensation.


•	The annual incentive compensation is primarily based on revenue and EPS financial targets, which we believe serve to drive shareholder returns, and, to a lesser extent, also based on individual performance objectives.


•	The LTI compensation is based on Kforce’s TSR performance over a three-year measurement period relative to the specified peer groups.

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The Committee emphasizes the use of variable performance-based compensation over fixed compensation to effectively motivate our NEOs to drive operational performance. The charts below show fixed compensation (equal to salary), annual incentive compensation and LTI compensation, each as a percentage of total direct compensation (TDC) for the CEO and for the other Active NEOs in the aggregate for 2016. We define TDC as the amount of total compensation derived from salary, annual incentives and LTI. The charts below show the amounts for annual incentives and LTIs at target, based on the 2016-2018 framework:

2016 COMPENSATION AT TARGET

The charts below summarize the actual outcomes for 2016, which represent:


•	The payment of lower than target annual incentive levels, as a result of not meeting the threshold performance levels for our revenue and EPS financial goals for 2016.


•	The payment of above median LTIs, representing above median relative TSR for the 2014-2016 measurement period.

2016 ACTUAL COMPENSATION PAYOUTS

We discuss each pay program separately below in more detail.

Base Salaries

It is generally the Committee’s desire to provide periodic salary increases (i.e. every three to five years) to the NEOs and not annual salary increases. For 2016, base salaries for the NEOs were targeted at the market median. Pearl Meyer assessed market median salaries during 2015 and as a result of that study, the Committee provided salary increases for two of the Active NEOs as noted below. These increases were made to align with the competitive market and also reflect performance above expectations by the incumbents.

The Committee did not provide any salary increases for any of the Active NEOs as of January 1, 2017 for the 2017 fiscal year.

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The following table provides the base salary for each NEO for 2015 and 2016 (increased based on market median data), and the approved amounts for 2017 (which remain the same as 2016):



Name	2015 Salary		2016 Salary		2017 Salary
David L. Dunkel	$	800,000	$	800,000	$	800,000
Joseph J. Liberatore	$	600,000	$	600,000	$	600,000
David M. Kelly	$	375,000	$	480,000	$	480,000
Kye L. Mitchell	$	350,000	$	480,000	$	480,000
Peter M. Alonso	N/A		$	375,000	$	375,000
Jeffrey T. Neal (1)	$	350,000	$	425,000	N/A


(1)	Mr. Neal did not receive a full annual salary due to his resignation effective August 31, 2016.

Annual Incentive Compensation

Annual incentive compensation for 2016 was targeted at the median of our peer groups. Actual payout levels of the annual incentive awards may be above or below target based on actual performance. In addition, our annual incentive awards require minimum performance thresholds for any payout to occur for specific performance measures and objectives. We believe the annual incentive, which consists of a performance-based incentive and an objective-based 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 year-over-year growth and sustainable long-term shareholder value creation.

The annual incentive compensation for our NEOs consists of different components:


1.	A performance-based incentive which is structured pursuant to the Kforce Inc. Amended and Restated Performance Incentive Plan previously approved by our shareholders (the Performance Incentive). The 2016 Performance Incentive represented 80% of the total target incentive award and required achievement of annual revenue (40%) and EPS (40%) performance goals based on year-over-year growth rates.


2.	An objectives-based incentive based on individual accomplishments and management business objectives (the MBO Incentive). The MBO Incentive represented 20% of the total target incentive award.

Each component is calculated as follows: [(Salary) x (Target Annual Incentive Percentage) x (Target Annual Incentive Allocation Percentage) x (Payout Percentage of Target)].

The Target Annual Incentive Percentages used to calculate the 2016 annual incentive awards were selected to align target pay to market median compensation for market median performance. The Target Annual Incentive and allocation across each component is shown below.



			2016 Target Annual Incentive				2016 Target Annual Incentive Allocations
Name	2016 Salary		%		$		Revenue (40%)		EPS (40%)		MBO (20%)
David L. Dunkel	$	800,000	100	%	$	800,000	$	320,000	$	320,000	$	160,000
Joseph J. Liberatore	$	600,000	90	%	$	540,000	$	216,000	$	216,000	$	108,000
David M. Kelly	$	480,000	90	%	$	432,000	$	172,800	$	172,800	$	86,400
Kye L. Mitchell	$	480,000	90	%	$	432,000	$	172,800	$	172,800	$	86,400
Peter M. Alonso	$	375,000	50	%	$	187,500	$	75,000	$	75,000	$	37,500
Jeffrey T. Neal	$	425,000	85	%	$	361,250	$	144,500	$	144,500	$	72,250

The following table provides the potential performance-based incentive payout ranges as determined by the Committee, based on revenue and EPS performance. Total Annual Revenue and Diluted EPS amounts that fall between the noted Threshold and Maximum performance levels in the table below are interpolated.



	Total Annual Revenue (in millions)	Payout % of Target	Diluted EPS	Payout % of Target
Threshold	$1,385	25%	$1.67	25%
Target	$1,425	100%	$1.75	100%
Maximum	$1,478	200%	$1.90	200%

For 2016, Kforce had revenue of $1.3 billion and diluted EPS of $1.25. As shown, we did not meet threshold levels of performance expected for the financial performance objectives and, as a result, did not make annual incentive payments for Performance Incentive achievement.

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For purposes of the MBO Incentive, the Committee considered each individual’s accomplishments based on management business objectives and overall operational performance. As with the Performance Incentive goals, the Committee strives to set the individual goals at levels intended to effectively motivate superior operational performance without encouraging unreasonable risk. During 2016, the Firm undertook several actions to support our longer-term strategy. Some of the key actions driven by certain of our NEOs were: (1) to consolidate and streamline our sales and delivery organization, which has allowed us to more effectively deploy our talent to meet customer needs, (2) to rebalance our revenue-generating talent between sales and delivery to better position our sales and delivery teams to operate with greater consistency and discipline to improve the partnership with our clients, candidates and consultants, (3) to effectively focus on our sales transformation initiative through a significant investment to enhance our sales methodology and train our sales associates to engage in more strategic conversations and shape solutions with our customers. These achievements resulted in maximum MBO Incentive achievement for certain of our NEOs.

The annual incentives earned in 2016 for each NEO is shown in the table below:



			2016 Achievement as a % of Target			2016 Incentive Payouts
Name	Target Annual Incentive		Revenue (40%)	EPS (40%)	MBO (20%)	Revenue		EPS		MBO		Total
David L. Dunkel	$	800,000	—%	—%	—%	$	—	$	—	$	—	$	—
Joseph J. Liberatore	$	540,000	—%	—%	—%	$	—	$	—	$	—	$	—
David M. Kelly	$	432,000	—%	—%	200%	$	—	$	—	$	172,800	$	172,800
Kye L. Mitchell	$	432,000	—%	—%	200%	$	—	$	—	$	172,800	$	172,800
Peter M. Alonso	$	187,500	—%	—%	200%	$	—	$	—	$	75,000	$	75,000
Jeffrey T. Neal (1)	$	361,250	N/A	N/A	N/A	N/A		N/A		N/A		N/A


(1)	Mr. Neal’s annual incentive was not applicable as a result of his resignation effective August 31, 2016.

Long-Term Incentives

LTI performance objectives are set to align executive and shareholder interests and are based on relative TSR performance against the two peer groups described above.


1.	For all NEOs, LTI performance objectives are based on Kforce’s TSR performance over a three-year measurement period relative to the Industry Peer Group;


2.	For only the CEO and the President, LTI performance objectives are also based on Kforce’s TSR performance over a three-year measurement period relative to the Separately Designated Peer Group.

LTI payouts for performance relative to the Industry Peer Group are awarded by the Committee in the form of a restricted stock grant that has a five-year time-based vesting period. The CEO’s and the President’s LTI payouts for performance relative to the Separately Designated Peer Group are subject to a potential downward adjustment (reduction or elimination) to the value of the restricted stock award, or a supplement to their restricted stock awards with a cash component. Actual payout levels for the LTI may be above or below target based on actual performance, and require minimum performance thresholds for any payout to occur.

The LTI restricted stock awards have historically been granted on the first business day of the year following the end of the performance period, which has created a misalignment between the Summary Compensation Table (SCT) presentation of compensation and earned NEO compensation in any given year. Therefore, we include discussions around two years of LTI restricted stock awards (so that both the SCT presentation of equity awards granted during a given year and the earned LTI compensation can be explained):


1.	Awards earned in 2015 related to the three-year measurement period January 1, 2013 through December 31, 2015, which were granted on January 4, 2016 and previously discussed in our 2016 proxy statement; and


2.	Awards earned in 2016 related to the three-year measurement period January 1, 2014 through December 31, 2016.

In order to rectify the misalignment created by our historical grant date practices and to create a clearer and more transparent picture of our NEO compensation in the future, the Committee made a change in the timing of the grant date for the LTI restricted stock awards. Rather than granting the restricted stock awards for the performance period ending December 31, 2016 on the first business day of 2017, the Committee shifted the grant date forward to the last day of the performance period. This administrative change resulted in two annual LTI restricted stock grants being completed during the year ended December 31, 2016.

Both the 2015 LTI awards and the 2016 LTI awards are included in the 2016 SCT in this proxy statement despite the fact that the 2015 LTI awards were earned based on prior year performance objectives. This simple change caused all of our NEOs’ total compensation figures in the SCT to be higher in 2016 by the amount of the 2016 LTI award. 2016 is the only year for such an occurrence as it is expected that future years, beginning in 2017, will have only one LTI restricted stock grant.

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The LTI compensation was based on relative TSR performance over the corresponding measurement period versus the Industry Peer Group (which had no changes between 2015 and 2016). The dollar amount of the payouts were calculated from a scaled LTI pool, which the Committee set at a dollar amount not to exceed the lesser of 2% market capitalization or $13 million in the aggregate. In essence, the Committee provides higher awards for better relative TSR performance and lower awards for lower TSR performance. The value of the LTI pool for the awards, as well as the percentage of the pool allocated to each of the NEOs was determined as described in the following chart. There was a change in the percentage of the pool allocated to Mr. Kelly and Ms. Mitchell from 2015 to 2016, which reflected updated market median data, as shown below:



Industry Peer Group Relative TSR Rank:	1	2	3	4	5	6-8	9
Industry Peer Group Relative TSR Percentile Ranking :	100	87	75	62	50	37-12	0
Total Value of LTI Pool ($ in Millions):	$13	$12	$11	$10	$9	$8	None
	% of LTI Pool Based on TSR Rank/Percentile Ranking
David L. Dunkel	16.7%	16.7%	16.7%	16.7%	16.7%	15.0%	—%
Joseph J. Liberatore	13.3%	13.3%	13.3%	13.3%	13.3%	12.0%	—%
David M. Kelly
2013-2015 Measurement Period	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%
2014-2016 Measurement Period	8.3%	8.2%	8.2%	8.1%	8.1%	7.5%	—%
Kye L. Mitchell
2013-2015 Measurement Period	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%
2014-2016 Measurement Period	8.1%	7.9%	7.7%	7.5%	7.2%	6.6%	—%
Peter M. Alonso	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%
Jeffrey T. Neal	7.5%	7.3%	7.0%	6.6%	6.2%	5.6%	—%

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

In 2016, the LTI compensation for our CEO and President was also based on Kforce’s TSR performance relative to our 2016 Separately Designated Peer Group during a measurement period of January 1, 2014 through December 31, 2016. Based on this separate performance metric, there was a potential adjustment to our CEO’s and President’s respective LTI restricted stock awards, either by a reduction or elimination, or by a supplement to their restricted stock awards with a cash LTI component. The adjustment was based on a performance multiplier determined by our TSR performance percentile ranking within the 2016 Separately Designated Peer Group. This performance metric for LTI compensation was incorporated into the compensation framework for our CEO and President to align pay to the performance of a broader set of peers which are reasonably similar in terms of size but may not be in the same industry. Additionally, the LTI compensation at the highest performance achievement levels was intentionally structured to be paid in cash to preserve equity for grants to other key employees and in recognition that the CEO and President already have substantial equity holdings to align their interests with shareholders.

The performance multipliers were structured as follows:



Separately Designated Peer Group Relative TSR Percentile Ranking	CEO Performance Multiplier	President Performance Multiplier	LTI Compensation Impact
0-25	0%	0%	No Payout of Restricted Stock Award
26-50	50%	75%	Reduction in Restricted Stock Award
51-75	100%	100%	No Change in Restricted Stock Award
76-100	150%	125%	Additional Cash LTI Payout

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The table below illustrates the key performance results and resulting grant information for each of the awards.



Measurement Period	TSR Performance	Industry Peer Group Relative TSR Rank	Separately Designated Peer Group Relative TSR Percentile Ranking	Resulting LTI Pool	Total Dollar Value of Pool Utilized	Grant Date of Restricted Stock Award	Grant Date Closing Stock Price
2013-2015	84%	3rd	81st	$11 million	$11 million	January 4, 2016	$23.91
2014-2016	20%	4th	57th	$10 million	$9.2 million	December 31, 2016	$23.10

The total dollar value of the pool utilized for the 2014-2016 measurement period was less than the full $10 million due to changes within the Firm’s allocation to other employees below the NEO level.

The tables below illustrate the LTI restricted stock payout amounts (including the number of shares and the grant date fair value), which are included in the 2016 SCT. The Committee believes the restricted stock awards’ vesting requirements of 20% annually over a period of five years further aligns compensation with our long-term performance and our shareholders’ interests, and acts as a retention vehicle for these executives.



	2013-2015 Measurement Period Awards (Granted January 4, 2016)
Name	# of Shares	Grant Date Fair Value
David L. Dunkel	76,746	$	1,834,997
Joseph J. Liberatore	61,202	$	1,463,340
David M. Kelly	32,100	$	767,511
Kye L. Mitchell	32,100	$	767,511
Peter M. Alonso	32,100	$	767,511
Jeffrey T. Neal	32,100	$	767,511



	2014-2016 Measurement Period Awards (Granted December 31, 2016)
Name	# of Shares	Grant Date Fair Value
David L. Dunkel	72,294	$	1,669,991
Joseph J. Liberatore	57,792	$	1,334,995
David M. Kelly	35,173	$	812,496
Kye L. Mitchell	32,468	$	750,011
Peter M. Alonso	28,571	$	659,990
Jeffrey T. Neal (1)	N/A	N/A


(1)	Mr. Neal received no award for the 2014-2016 measurement period as a result of his resignation effective August 31, 2016

For 2016, Messrs. Dunkel and Liberatore received no cash LTI payout.

Earned Compensation Table for Corresponding Year of Performance

We believe the presentation in the SCT does not accurately show 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 restricted stock grants historically occurring on the first business day of each fiscal year were based on our relative TSR performance for a measurement period ending in the prior year. As a result, the value of the awards are reflected as compensation in the SCT in the year of grant rather than in the performance year the award is earned.


•	The values from pension and other compensation columns of the SCT 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 pension values).

We have created the following Earned Compensation for Corresponding Year of Performance Table (“ECT”) that we believe corrects these misalignments and provides a more appropriate measure and comparison for our shareholders.

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 our executive compensation proposal (Proposal 3) within this Proxy Statement. However, due to the shift in the timing of the LTI grants as discussed above, it is our intention to remove this additional table in future years.

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	Earned Compensation for Corresponding Year of Performance									Financial and Shareholder Performance
Name and Principal Position	Year	Salary		Annual Incentive (1)		Long-term Incentive (2)		Total Direct Compensation (3)		(Adjusted) Revenue (4)		(Adjusted) EPS (4)		3 Year TSR Performance		TSR Rank in Industry Peer Group
David L. Dunkel,	2016	$	800,000	$	—	$	1,669,991	$	2,469,991	$	1,319,706	$	1.25	20.0	%	4th
Chief Executive Officer	2015	$	800,000	$	940,000	$	2,752,497	$	4,492,497	$	1,319,238	$	1.52	84.0	%	3rd
	2014	$	800,000	$	3,258,000	$	2,360,001	$	6,418,001	$	1,319,937	$	1.24	116.4	%	3rd
Joseph J. Liberatore,	2016	$	600,000	$	—	$	1,334,995	$	1,934,995	$	1,319,706	$	1.25	20.0	%	4th
President	2015	$	600,000	$	634,500	$	1,829,173	$	3,063,673	$	1,319,238	$	1.52	84.0	%	3rd
	2014	$	600,000	$	2,152,400	$	2,079,993	$	4,832,393	$	1,319,937	$	1.24	116.4	%	3rd
David M. Kelly,	2016	$	480,000	$	172,800	$	812,496	$	1,465,296	$	1,319,706	$	1.25	20.0	%	4th
Chief Financial Officer	2015	$	375,000	$	330,469	$	767,511	$	1,472,980	$	1,319,238	$	1.52	84.0	%	3rd
	2014	$	375,000	$	1,247,750	$	1,451,498	$	3,074,248	$	1,319,937	$	1.24	116.4	%	3rd
Kye L. Mitchell,	2016	$	480,000	$	172,800	$	750,011	$	1,402,811	$	1,319,706	$	1.25	20.0	%	4th
Chief Operations Officer	2015	$	350,000	$	257,344	$	767,511	$	1,374,855	$	1,319,238	$	1.52	84.0	%	3rd
	2014	$	350,000	$	370,625	$	1,451,498	$	2,172,123	$	1,319,937	$	1.24	116.4	%	3rd
Peter M. Alonso,	2016	$	375,000	$	75,000	$	659,990	$	1,109,990	$	1,319,706	$	1.25	20.0	%	4th
Chief Talent Officer
Jeffrey T. Neal, (5)	2016	$	283,333	$	—	$	—	$	283,333	$	1,319,706	$	1.25	20.0	%	4th
Chief Marketing Officer	2015	$	350,000	$	496,344	$	767,511	$	1,613,855	$	1,319,238	$	1.52	84.0	%	3rd
	2014	$	350,000	$	783,125	$	1,451,498	$	2,584,623	$	1,319,937	$	1.24	116.4	%	3rd


(1)	For 2014, this value includes amounts earned by Messrs. Dunkel, Liberatore and Kelly related to 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 and $684,000, respectively.

(2)

Reflects a realignment of equity LTI awards to the corresponding year of performance. Historical grants of equity 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. However, the restricted stock grant made on December 31, 2016 is reflected in 2016, as it relates to the 2016 performance period.

a. For 2015, this value includes amounts earned by Messrs. Dunkel and Liberatore related to the cash LTI of $917,500 and, $365,833, respectively.

b. For 2014, this value includes amounts earned by Messrs. Dunkel, Liberatore, Kelly and Neal and Ms. Mitchell related to: (1) an additional LTI to align these awards with a planned increased LTI pool amount for 2015 of $785,009, $629,990, $277,500, $277,500 and $277,500, respectively, and (2) 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. This value also includes the amount earned by Mr. Dunkel related to the cash LTI of $525,000. Mr. Liberatore was not eligible for such an award in 2014.


(3)	Total direct compensation is the sum of salary, annual incentive and LTI 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 from continuing operations (excluding HIM) for fiscal year 2014 was $1,217,331. Adjusted EPS for fiscal year 2014 includes non-GAAP annualized adjusted earnings from HIM, but excludes the gain from the disposition of HIM. EPS from continuing operations (excluding HIM) for fiscal year 2014 was $0.93.


(5)	Mr. Neal resigned effective August 31, 2016.

This table shows significant declines in TDC over the period of 2014-2016, reflecting our declining absolute TSR performance and the general flattening of our financial performance in terms of revenue growth and EPS during that period. We believe this table better illustrates the pay-for-performance alignment of our compensation programs than the SCT.

Other Compensation Practices, Policies and Information

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 contributed to the deferred compensation plan during 2016 and received a matching contribution as shown in the Summary Compensation Table and Nonqualified Deferred Compensation table.

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Kforce Inc. Supplemental Executive Retirement Plan	During 2006, Kforce adopted a Supplemental Executive Retirement Plan (SERP) for all NEOs. Of the Active 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 annual incentive, as defined, from the three years in which the covered executive officer earned the highest salary and annual incentive 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 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 with a percentage reduction up to the normal retirement age. 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.



Kforce Supplemental Executive Retirement Health Plan	During 2007, Kforce adopted a Supplemental Executive Retirement Health Plan (SERHP) for all NEOs. 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. 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 it is in Kforce’s and its shareholders’ best interests to recognize the contributions of the NEOs to Kforce’s business and to retain the NEOs’ services. 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 “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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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

For Fiscal Years Ended December 31, 2016, 2015 and 2014



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 L. Dunkel	2016	$	800,000	$	—	$	3,504,988	$	—	$	—	$	1,450,087	$	67,289	$	5,822,364
Chief Executive Officer	2015	$	800,000	$	—	$	1,835,001	$	—	$	1,857,500	$	1,181,046	$	34,471	$	5,708,018
	2014	$	800,000	$	1,710,000	$	—	$	—	$	2,073,000	$	1,907,904	$	328,274	$	6,819,178
Joseph J. Liberatore	2016	$	600,000	$	—	$	2,798,335	$	—	$	—	$	197,109	$	88,151	$	3,683,595
President	2015	$	600,000	$	—	$	1,469,993	$	—	$	1,000,333	$	313,855	$	71,746	$	3,455,927
	2014	$	600,000	$	1,110,000	$	1,090,003	$	—	$	1,042,400	$	583,175	$	539,025	$	4,964,603
David M. Kelly	2016	$	480,000	$	—	$	1,580,007	$	—	$	172,800	$	—	$	50,220	$	2,283,027
Chief Financial Officer	2015	$	375,000	$	—	$	767,498	$	—	$	330,469	$	—	$	41,148	$	1,514,115
	2014	$	375,000	$	684,000	$	964,010	$	—	$	563,750	$	—	$	21,292	$	2,608,052
Kye L. Mitchell	2016	$	480,000	$	—	$	1,517,522	$	—	$	172,800	$	—	$	50,220	$	2,220,542
Chief Operations Officer	2015	$	350,000	$	—	$	767,498	$	—	$	257,344	$	—	$	41,148	$	1,415,990
	2014	$	350,000	$	—	$	964,010	$	—	$	370,625	$	—	$	21,292	$	1,705,927
Peter M. Alonso	2016	$	375,000	$	—	$	1,427,501	$	—	$	75,000	$	—	$	48,420	$	1,925,921
Chief Talent Officer
Jeffrey T. Neal	2016	$	283,333	$	—	$	767,511	$	—	$	—	$	—	$	1,377,849	$	2,428,693
Chief Marketing Officer	2015	$	350,000	$	—	$	767,498	$	—	$	496,344	$	5,370	$	41,148	$	1,660,360
	2014	$	350,000	$	—	$	964,010	$	—	$	783,125	$	6,471	$	21,292	$	2,124,898


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


(2)	For 2014, represents 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 Messrs. Liberatore and Kelly.


(3)	As discussed in the CD&A above, the amounts reported for 2016 include two years’ worth of LTI restricted stock awards due to an administrative change in the timing of the annual grant date. The amounts for 2015 and 2014 reflect LTI restricted stock awards granted in these fiscal years, which does not correlate to the related period of performance.


(4)	Represents annual incentive compensation earned by the NEOs during each of 2016, 2015 and 2014; this column also includes the cash LTI for Messrs. Dunkel and Liberatore in 2015, and for Mr. Dunkel in 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 2016, 2015 and 2014. See the Pension Benefits table below for more detail and discussion. The significant increases to the accumulated benefit obligation 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 2016, 2015 or 2014, 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 2016 and balances maintained as of December 31, 2016.

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(7)	The “All Other Compensation” column includes:



Name	Year	Dividends (a)		Defined Contribution Plans (b)		One-Time Payouts (c)(d)		Total
David L. Dunkel	2016	$	67,289	$	—	$	—	$	67,289
	2015	$	34,471	$	—	$	—	$	34,471
	2014	$	—	$	—	$	328,274	$	328,274
Joseph J. Liberatore	2016	$	88,151	$	—	$	—	$	88,151
	2015	$	71,746	$	—	$	—	$	71,746
	2014	$	43,208	$	—	$	495,817	$	539,025
David M. Kelly	2016	$	48,420	$	1,800	$	—	$	50,220
	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292
Kye L. Mitchell	2016	$	48,420	$	1,800	$	—	$	50,220
	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292
Peter M. Alonso	2016	$	48,420	$	—	$	—	$	48,420
Jeffrey T. Neal	2016	$	24,939	$	—	$	1,352,910	$	1,377,849
	2015	$	39,348	$	1,800	$	—	$	41,148
	2014	$	19,542	$	1,750	$	—	$	21,292


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


(b)	The amounts reported in this column reflect the dollar value of matching contributions made by Kforce each respective year attributable to our defined contribution 401(k) plan.


(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.


(d)	The amount included for Mr. Neal for 2016 represents severance (as described in Section 9 of his employment agreement) in the amount of $1,264,735 as well as $88,175 related to an accrued PTO balance as of August 31, 2016.

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GRANTS OF PLAN-BASED AWARDS

For Fiscal Year Ended December 31, 2016



Name	Type of Award	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards Number of Shares of Stock	Grant Date Fair Value
Name	Type of Award	Grant Date	Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards Number of Shares of Stock	Grant Date Fair Value
David L. Dunkel	Annual Incentive (1)	2/5/2016; 12/31/2016	$	200,000	$	800,000	$	1,600,000	—	$	—
	Equity LTI (2)	1/4/2016	$	—	$	—	$	—	76,746	$	1,834,997
	Equity LTI (3)	12/31/2016	$	—	$	—	$	—	72,294	$	1,669,991
	Cash LTI (4)	2/5/2016; 12/31/2016	$	—	$	—	$	1,085,000	—	$	—
Joseph J. Liberatore	Annual Incentive (1)	2/5/2016; 12/31/2016	$	135,000	$	540,000	$	1,080,000	—	$	—
	Equity LTI (2)	1/4/2016	$	—	$	—	$	—	61,202	$	1,463,340
	Equity LTI (3)	12/31/2016	$	—	$	—	$	—	57,792	$	1,334,995
	Cash LTI (4)	2/5/2016; 12/31/2016	$	—	$	—	$	435,000	—	$	—
David M. Kelly	Annual Incentive (1)	2/5/2016; 12/31/2016	$	108,000	$	432,000	$	864,000	—	$	—
	Equity LTI (2)	1/4/2016	$	—	$	—	$	—	32,100	$	767,511
	Equity LTI (3)	12/31/2016	$	—	$	—	$	—	35,173	$	812,496
Kye L. Mitchell	Annual Incentive (1)	2/5/2016; 12/31/2016