Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Retirement of David L. Dunkel
On November 30, 2021, David L. Dunkel announced that he will retire from his
position as the Chief Executive Officer of Kforce Inc. ("Kforce" or the "Firm"),
effective December 30, 2021 (the "Retirement Date"), but remain employed by
Kforce, on a limited, part-time basis and continue to serve as the Chairman of
the Board of Directors ("Board").
In connection with Mr. Dunkel's retirement and in exchange for Mr. Dunkel
providing advice, counsel and services to the Firm on a limited, part-time
basis, for 2022, Mr. Dunkel will: (a) earn a base salary of $437,500 per year,
which is subject to annual review by the Board of Directors of the Firm; (b) be
eligible for an annual cash bonus under the Firm's annual incentive program,
based upon the achievement of certain performance goals established from year to
year by the Firm's Compensation Committee (with an annual target of 50% of his
base salary); (c) be eligible for grants of stock-based awards under the Firm's
long-term incentive plan or plans (with an annual target of $1.5 million); and
(d) be eligible for participation in the welfare benefit plans, practices,
policies and programs provided by the Firm. The Compensation Committee will
review Mr. Dunkel's compensation annually.
The Firm expects to enter into a part-time employment agreement with Mr. Dunkel,
effective January 1, 2022, that will outline his duties and responsibilities,
compensation terms, along with other provisions including, but not limited to,
non-competition covenants, and rights to receive a payment under certain
circumstances if there is a change in control of the Firm during 2022.
There are no disagreements between Mr. Dunkel and the Firm or its Board.
Appointment of Joseph Liberatore as the Chief Executive Officer and a Director
On November 30, 2021, the Board appointed Joseph J. Liberatore, currently the
Firm's President, to succeed Mr. Dunkel and serve as President and Chief
Executive Officer of the Firm, effective as of January 1, 2022.
Mr. Liberatore's current employment agreement will remain in effect. In
connection with his appointment, his base salary will be increased to $850,000,
his annual target incentives will be $977,500 (subject to the attainment of
certain performance goals) and his targeted annual long-term incentive will be
$2,300,000 (subject to the attainment of certain performance goals). In
recognition of Mr. Liberatore's appointment as Chief Executive Officer of the
Firm, the Board approved a grant of restricted shares to be made on December 31,
2021 with an aggregate grant date fair value of $2,250,000, as determined using
the closing stock price on December 31, 2021. These shares will vest 100% on
December 27, 2026, subject to Mr. Liberatore's continued service to the Firm.
On November 30, 2021, the Firm increased the size of its Board of Directors from
nine to ten and appointed Mr. Liberatore to the vacancy created by this
increase. Mr. Liberatore will serve on the Board effective immediately and will
stand for election to the Board, as a Class I Director, at the Firm's annual
meeting of shareholders in 2022.
Mr. Liberatore, age 58, has served as Kforce's President since January 2013. He
previously served as Corporate Secretary from 2007 to 2013, Chief Financial
Officer from 2004 to 2012, Executive Vice President from 2008 to 2012, Senior
Vice President from 2000 to 2008, Chief Talent Officer from 2001 to 2004 and
Chief Sales Officer from 2000 to 2001. Mr. Liberatore has served in various
other roles in Kforce (and its predecessors) since he joined the Firm in 1988.
There are no arrangements or understandings between Mr. Liberatore and any other
person pursuant to which he was selected to be an officer or director of the
Firm. Mr. Liberatore does not have any family relationship with any director or
other executive officer of the Firm or any person nominated or chosen by the
Firm to become an executive officer or director, and there are no transactions
in which Mr. Liberatore has an interest requiring disclosure under Item 404(a)
of Regulation S-K.
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Item 8.01 Other Events.
On December 6, 2021, Kforce issued a press release regarding David L. Dunkel's
retirement and Joseph Liberatore's appointment as the Chief Executive Officer
and a Director. A copy of this press release is furnished as Exhibit 99.1 to
this Report and is incorporated into this Report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit
Number Description
99.1 Press Release of Kforce Inc. dated December 6, 2021
101 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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