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Randall A. Mehl
		Mr. Mehl is President and Chief Investment Officer of Stewardship Capital Advisors, LLC, which manages an equity fund focused on making investments in business and technology services. He also currently serves on the Board of Directors of two public companies, Insperity, Inc. and ICF International, Inc., as well as Stowell Associates Inc., a privately held home care agency. He previously served as a Managing Director and a partner with Baird Capital, a middle market private equity group, leading a team focused on the business and technology services sector from 2005 to 2016. From 1996 to 2005, Mr. Mehl was a senior equity research analyst with Robert W. Baird & Company, covering various areas within the broader business and technology services sector, including staffing. Mr. Mehl is an Audit Committee financial expert. Mr. Mehl has also previously served on various boards of directors, including Workforce Insight LLC, Myelin Communications, Vitalyst LLC, MedData, LLC, now a subsidiary of MEDNAX, American Auto Auction, LLC, Accume Partners, Inc, and Harris Research Inc. Mr. Mehl has previously served on the investment committee for several funds, and has expertise analyzing, acquiring and selling businesses.
Director since 2017		Other Current Public Company Board(s): ICF International, Inc. (NASDAQ: ICFI); Insperity, Inc. (NYSE: NSP)	Kforce Board Committee(s): Audit and Corporate Governance
Age	51



Elaine D. Rosen
		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 the 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 several companies, as well as substantial experience with charitable organizations, particularly as the Chair of one of the largest private foundations in the country. With her background and experience as Chair of the Compensation Committee of Kforce; 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, which is a subject matter that is undergoing dynamic change.
Director since 2003		Other Current Public Company Board(s): Assurant, Inc. (NYSE: AIZ)	Kforce Board Committee(s): Compensation (Chair); Nomination; and Corporate Governance
Age	66



Ralph E. Struzziero
		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.
Director since 2000		Other Current Public Company Board(s): None	Kforce Board Committee(s): Compensation; and Corporate Governance (Chair)
Age	74



Ann E. Dunwoody
		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 L-3 Communications and Logistics Management Institute and previously served on the Board of Directors of Republic Services, Inc. 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 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 a significant portion of the United States Army’s budget as Commanding General, U.S. Army Materiel Command. General (Ret.) Dunwoody is also certified as an NACD Governance Fellow. She serves as a member of the Board of Directors on another publicly traded company and is also engaged in numerous charitable and civic activities, which the Board believes allows her to provide valuable and varied perspective.
Director since 2016		Other Current Public Company Board(s): L-3 Communications (NYSE: LLL)	Kforce Board Committee(s): Nomination and Corporate Governance
Age	66



Mark F. Furlong
		Mr. Furlong has served as a director of Heska Corporation, a manufacturer of veterinary and animal health diagnostic and specialty products, since March 2019 and of Boston Private Financial Holdings, Inc., a provider of wealth management, trust and private banking services, since September 2016; he has also served as a director of Antares Capital, a provider of financing solutions for middle market, private equity-backed transactions, since December 2015. He served as the President and Chief Executive Officer of BMO Harris Bank, N.A. from July 2011 to June 2015. Mr. Furlong served as a director of BMO Harris Bank, N.A. and BMO Financial Corporation from July 2011 to June 2015. Prior to its acquisition by BMO Harris Bank, N.A. in 2011, he served as Chairman of Marshall & Ilsley Corporation from October 2010, Chief Executive Officer from April 2007 and as President from July 2004. He also served as Chief Financial Officer of Marshall & Ilsley Corporation from April 2001 to October 2004. Mr. Furlong’s prior experience also includes service as an audit partner with Deloitte & Touche LLP. Mr. Furlong is 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.
Director since 2001		Other Current Public Company Board(s): Boston Private Financial Holdings, Inc. (NASDAQ: BPFH); Heska Corporation (NASDAQ: HSKA)	Kforce Board Committee(s): Audit (Chair); Compensation; and Corporate Governance
Age	61



N. John Simmons
		Mr. Simmons is the Chief Operating Officer and Chief Financial Officer of DeMert Brands, Inc., a designer, manufacturer and distributor of haircare products. He previously served as 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 Board of Trustees from 2009 to 2015, during which he was Chairman of the Audit Committee and an Executive Committee member; Lifestyle Family Fitness, Inc. from 2001 to 2012; Technology Research Corporation as Chairman of the Compensation Committee from 2010 to 2011 and as Lead Director and Chairman of the Governance and 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. He served as the CEO and President of Lifestyle Family Fitness, Inc. 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; he 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.
Director since 2014		Other Current Public Company Board(s): None	Kforce Board Committee(s): Audit and Corporate Governance
Age	63



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, evaluating, compensating, and monitoring the independence and performance of the Firm’s independent auditors, reviewing and approving related party transactions and overseeing the Firm’s internal audit function and ERM program, including cybersecurity risk assessment. 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 Vice President of Internal Audit, General Counsel, and Deloitte & Touche LLP, our independent registered public accountants. The Board has determined that Messrs. Furlong, Mehl and Simmons, who are all members of the Audit Committee, as well as Mr. Tunstall are considered an “audit committee financial expert,” as defined by SEC Rules.
John N. Allred
Randall A. Mehl
N. John Simmons
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 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

The Board exercises an oversight role with respect to risks facing our Firm and has designated the Audit Committee with the primary responsibility for overseeing the Firm’s ERM program. The Audit Committee dedicates a portion of its meetings to reviewing and discussing specific areas of risk, focusing on high risk topics in greater detail. In particular, it engages in periodic reviews of how cybersecurity 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 cybersecurity testing and assessments. The Audit Committee provides the Board with periodic reports on the Firm’s risks and ERM program findings, including cybersecurity risk and incident issues. In addition, the Firm’s internal audit function, which reports to the Audit Committee, sets forth a comprehensive internal audit plan that is approved by the Audit Committee on an annual basis. This plan is formulated based on internal audit’s assessment of risks 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.



David L. Dunkel	Age:	65
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.
Michael R. Blackman	Age:	64
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.
Jeffrey B. Hackman	Age:	40
Senior Vice President, Finance and Accounting	Mr. Hackman has served as Kforce’s Principal Accounting Officer since October 2015 and as Senior Vice President of Finance and Accounting since March 2015. He is responsible for overseeing Kforce's finance, accounting, SEC reporting, tax, treasury, procurement, real estate and business operations (time capture, billing, accounts receivable and cash applications) functions. 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:	53
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 of Finance and Accounting from February 2009 to December 2012, Corporate Assistant Secretary from October 2010 to February 2013, Vice President of 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:	55
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:	49
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.
Andrew G. Thomas	Age:	52
Chief Marketing Officer	Mr. Thomas has served as Kforce’s Chief Marketing Officer since July 2018. In his current role, he leads the Firm’s marketing, digital strategy, training and development, human resources, compensation and benefits organizations. Prior to this role, Mr. Thomas was the Firm’s Chief Field Services officer from December 2013 to July 2018. He has also served as the Executive Director of Kforce’s Finance and Accounting product offering where he oversaw strategy, operating model and critical activities, as well as various other roles in Kforce since he joined the Firm in 1997.



Consider Tax Deductibility in Compensation Plan Design		The Committee considers all possible tax consequences in the design of our executive compensation programs. Our NEO compensation framework was structured so that our performance-based annual incentive and LTI awards would be deductible under Section 162(m) of the Internal Revenue Code (the Code). The enactment of the 2017 Tax Cuts and Jobs Act (TCJA) resulted in the elimination of performance-based compensation exemptions, except with respect to certain grandfathered arrangements granted prior to November 2, 2017. As a result, this has limited the tax deductibility of NEO compensation beginning in 2018. Although the use of the Kforce Inc. Amended and Restated Performance Incentive Plan previously approved by our shareholders was not historically the exclusive method of making annual incentives, its use has been discontinued as a result of the elimination of the compensation exemptions. Despite the changes to Section 162(m), we expect the structure of our NEO compensation program will continue to include a significant portion of performance-based compensation, which is consistent with our compensation philosophy of linking pay to performance and aligning executive interests with those of our shareholders.



	Earned Compensation for Corresponding Year of Performance									Financial and Shareholder Performance
Name and Principal Position	Year	Salary		Annual Incentive		Long-term Incentive (1)		Total Direct Compensation (2)		Adjusted Revenue (3)		Adjusted EPS (3)		3 Year TSR Performance		TSR Rank in Industry Peer Group
David L. Dunkel,	2018	$	875,000	$	1,158,500	$	1,499,991	$	3,533,491	$	1,418,353	$	2.30	31	%	2nd
Chief Executive Officer	2017	$	800,000	$	435,200	$	750,001	$	1,985,201	$	1,358,940	$	1.57	12	%	5th
	2016	$	800,000	$	—	$	1,669,991	$	2,469,991	$	1,319,706	$	1.45	20	%	4th
Joseph J. Liberatore,	2018	$	660,000	$	786,456	$	1,200,005	$	2,646,461	$	1,418,353	$	2.30	31	%	2nd
President	2017	$	600,000	$	293,760	$	900,011	$	1,793,771	$	1,358,940	$	1.57	12	%	5th
	2016	$	600,000	$	—	$	1,334,995	$	1,934,995	$	1,319,706	$	1.45	20	%	4th
David M. Kelly,	2018	$	480,000	$	537,408	$	987,492	$	2,004,900	$	1,418,353	$	2.30	31	%	2nd
Chief Financial Officer	2017	$	480,000	$	235,008	$	725,003	$	1,440,011	$	1,358,940	$	1.57	12	%	5th
	2016	$	480,000	$	172,800	$	812,496	$	1,465,296	$	1,319,706	$	1.45	20	%	4th
Kye L. Mitchell,	2018	$	480,000	$	537,408	$	949,986	$	1,967,394	$	1,418,353	$	2.30	31	%	2nd
Chief Operations Officer	2017	$	480,000	$	235,008	$	650,011	$	1,365,019	$	1,358,940	$	1.57	12	%	5th
	2016	$	480,000	$	172,800	$	750,011	$	1,402,811	$	1,319,706	$	1.45	20	%	4th
Andrew G. Thomas,	2018	$	350,000	$	313,160	$	470,015	$	1,133,175	$	1,418,353	$	2.30	31	%	2nd
Chief Marketing Officer

We calculated the ratio of our CEO’s total annual compensation to the median of the annual total compensation of our other employees under applicable SEC rules, using a reasonable estimate. As of December 31, 2018, Kforce employed approximately 2,400 associates and 11,400 consultants on assignment providing flexible staffing services and solutions to our clients. Approximately 92% of the consultants are employed directly by Kforce; the other 8% consists of qualified independent contractors. In order to determine our median employee, we compiled a list of all employees from our payroll records including all full-time, part-time, temporary and seasonal employees who were employed as of December 31, 2018, which included our consultants that were directly employed by Kforce as of that date but did not include the independent contractors. We examined all wages as reportable on Form W-2 for 2018 for these individuals, excluding our CEO. We annualized the compensation for any full-time and part-time employees that were not employed by us for all of 2018. However, it is important to note that our consultants work on temporary assignments of different types and durations, and since these employees are considered temporary, we did not annualize their compensation; therefore, our employee population included a majority of individuals that did not have a full year of compensation due to the short-term nature of their assignments.

The following benefit plans discussed below are available to our NEOs. The Committee considers 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 the increase or decrease in value is 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.



Kforce Inc. Supplemental Executive Retirement Plan	During 2006, Kforce adopted a Supplemental Executive Retirement Plan (SERP) for all NEOs. Of the NEOs, only Messrs. Dunkel and Liberatore participate in the SERP. The Committee previously decided 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. On each anniversary of the effective date, each NEO is credited with a year of service. The NEOs were not credited with any years of service prior to December 31, 2006, the effective date of the plan. The Committee believes the SERP provides significant retention benefits for the participants.



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. 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. At this time, only Messrs. Dunkel and Liberatore have excise tax gross-up provisions in their existing employment agreements. In 2017, the Committee resolved to not enter into any new employment agreements or materially amend any existing employment agreements with its executives that contain provisions for severance payments that exceed 1x cash compensation or change in control severance payments that exceed 2x cash compensation. The amended and restated employment agreement for Mr. Thomas was effective January 1, 2013, but was publicly filed as a result of his NEO designation in 2018. Refer to Exhibit 10.21 to the Company's report on Form 10-K filed on February 22, 2019. There have been no amendments or modifications to his employment agreement since January 1, 2013 and he did not become party to any pre-existing arrangement as a result of becoming an NEO.



Perquisites and Other Personal Benefits	Kforce does not generally provide any perquisites or other personal benefits to its NEOs. During 2017, Kforce provided for Ms. Mitchell’s relocation to our corporate headquarters in Tampa, Florida from the Washington D.C. area; the value of this relocation is included within the “All Other Compensation” column of the SCT.



Name and Principal Position	Year	Salary		Stock Awards (1)		Non-Equity Incentive Plan Compensation (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)		All Other Compensation (4)		Total
David L. Dunkel	2018	$	875,000	$	1,499,991	$	1,158,500	$	653,336	$	102,435	$	4,289,262
Chief Executive Officer	2017	$	800,000	$	750,001	$	435,200	$	1,005,233	$	88,518	$	3,078,952
	2016	$	800,000	$	3,504,988	$	—	$	1,450,087	$	67,289	$	5,822,364
Joseph J. Liberatore	2018	$	660,000	$	1,200,005	$	786,456	$	37,547	$	98,012	$	2,782,020
President	2017	$	600,000	$	900,011	$	293,760	$	656,799	$	92,056	$	2,542,626
	2016	$	600,000	$	2,798,335	$	—	$	197,109	$	88,151	$	3,683,595
David M. Kelly	2018	$	480,000	$	987,492	$	537,408	$	—	$	65,239	$	2,070,139
Chief Financial Officer	2017	$	480,000	$	725,003	$	235,008	$	—	$	54,998	$	1,495,009
	2016	$	480,000	$	1,580,007	$	172,800	$	—	$	50,220	$	2,283,027
Kye L. Mitchell	2018	$	480,000	$	949,986	$	537,408	$	—	$	61,482	$	2,028,876
Chief Operations Officer	2017	$	480,000	$	650,011	$	235,008	$	—	$	231,677	$	1,596,696
	2016	$	480,000	$	1,517,522	$	172,800	$	—	$	50,220	$	2,220,542
Andrew G. Thomas	2018	$	350,000	$	470,015	$	313,160	$	—	$	31,459	$	1,164,634
Chief Marketing Officer



Name	Type of Award	Approval Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards No. of Shares of Stock	Grant Date Fair Value
Name	Type of Award	Approval Date	Grant Date	Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards No. of Shares of Stock	Grant Date Fair Value
David L. Dunkel	Annual Incentive (1)	2/2/2018	12/31/2018	$	218,750	$	875,000	$	1,750,000	—	$	—
	Equity LTI (2)(3)	—	12/31/2018	$	—	$	—	$	—	48,512	$	1,499,991
	Cash LTI (3)	2/2/2018	—	$	—	$	—	$	3,255,000	—	$	—
Joseph J. Liberatore	Annual Incentive (1)	2/2/2018	12/31/2018	$	148,500	$	594,000	$	1,188,000	—	$	—
Joseph J. Liberatore	Equity LTI (2)(3)	—	12/31/2018	$	—	$	—	$	—	38,810	$	1,200,005
	Cash LTI (3)	2/2/2018	—	$	—	$	—	$	2,610,000	—	$	—
David M. Kelly	Annual Incentive (1)	2/2/2018	12/31/2018	$	108,000	$	432,000	$	864,000	—	$	—
	Equity LTI (2)	—	12/31/2018	$	—	$	—	$	—	31,937	$	987,492
Kye L. Mitchell	Annual Incentive (1)	2/2/2018	12/31/2018	$	108,000	$	432,000	$	864,000	—	$	—
	Equity LTI (2)	—	12/31/2018	$	—	$	—	$	—	30,724	$	949,986
Andrew G. Thomas	Annual Incentive (1)	2/2/2018	12/31/2018	$	84,586	$	221,620	$	443,240	—	$	—
Andrew G. Thomas	Equity LTI (2)	—	12/31/2018	$	—	$	—	$	—	15,201	$	470,015



Name	Termination By Employer Without Cause or By Employee For Good Reason ($)		Following CIC - Termination By Employer Without Cause or By Employee For Good Reason ($)		CIC - No Termination ($)		Death ($)		Disability ($)
David L. Dunkel
Severance payment (1)	$	4,204,638	$	8,111,554	$	—	$	—	$	—
Equity-based compensation (2)	—		5,045,186		5,045,186		5,045,186		5,045,186
Continuation of base salary (3)	—		—		—		2,476,293		—
Continuation of health benefits (4)	—		2,946		—		2,946		—
SERP (5)	—		12,037,004		—		12,408,516		12,408,516
Total	$	4,204,638	$	25,196,690	$	5,045,186	$	19,932,941	$	17,453,702
Joseph J. Liberatore
Severance payment (1)	$	2,400,216	$	6,473,577	$	—	$	—	$	—
Equity-based compensation (2)	—		4,645,050		4,645,050		4,645,050		4,645,050
Continuation of base salary (3)	—		—		—		1,867,832		1,867,832
Continuation of health benefits (4)	—		8,094		—		8,094		15,870
SERP (5)	—		4,315,296		—		2,515,717		2,515,717
Total	$	2,400,216	$	15,442,017	$	4,645,050	$	9,036,693	$	9,044,469
David M. Kelly
Severance payment (1)	$	1,066,208	$	3,444,911	$	—	$	—	$	—
Equity-based compensation (2)	—		3,266,730		3,266,730		3,266,730		3,266,730
Continuation of base salary (3)	—		—		—		469,130		918,774
Continuation of health benefits (4)	—		5,994		—		5,994		11,754
Total	$	1,066,208	$	6,717,635	$	3,266,730	$	3,741,854	$	4,197,258
Kye L. Mitchell
Severance payment (1)	$	1,066,208	$	3,332,413	$	—	$	—	$	—
Equity-based compensation (2)	—		3,102,081		3,102,081		3,102,081		3,102,081
Continuation of base salary (3)	—		—		—		469,130		918,774
Continuation of health benefits (4)	—		9,144		—		9,144		17,929
Total	$	1,066,208	$	6,443,638	$	3,102,081	$	3,580,355	$	4,038,784
Andrew G. Thomas
Severance payment (1)	$	795,393	$	2,060,810	$	—	$	—	$	—
Equity-based compensation (2)	—		1,616,900		1,616,900		1,616,900		1,616,900
Continuation of base salary (3)	—		—		—		371,395		727,363
Continuation of health benefits (4)	—		2,946		—		2,946		5,776
Total	$	795,393	$	3,680,656	$	1,616,900	$	1,991,241	$	2,350,039

If the 2019 SIP is approved, the aggregate number of shares of common stock that may be subject to awards under the 2017 SIP (the Share Reserve) will be: (1) 1,170,000 shares, plus (2) any shares of common stock that, as of the date this plan is approved by the shareholders of the Firm, are reserved and available for grant or issuance under the 2017 SIP, and are not issued or subject to outstanding grants (the 2017 SIP Reserved Shares). Upon the approval of the 2019 SIP by the shareholders of the Firm, no additional grants shall be made under the 2017 Plan. As of the date of the adoption of the 2019 SIP by the Board, the number of 2017 SIP Reserved Shares is 1,613,423 Shares. Therefore, as of the date of the adoption of the 2019 SIP by the Board, the Share Reserve is 2,783,423, subject to adjustment to reflect the grant, termination, cancellation, or forfeiture of outstanding awards under the 2017 SIP after the date of adoption of the 2019 SIP by the Board and prior to the approval by our shareholders. Each option or SAR granted shall reduce the Share Reserve by one share; and each full value share shall reduce the Share Reserve by 2.72 Shares. The aggregate number of shares of common stock available under the 2019 SIP is expected to last two to three years.

An award agreement may set forth the manner in which the grantee’s death or termination of continuous status as an employee or consultant and related events will affect the award. However, in the absence of an explicit provision in the applicable award agreement, the 2019 SIP provides the default manner in which the grantee’s termination will affect the grantee’s awards. The default provisions in the 2019 SIP provide that upon a grantee’s termination of continuous status as an employee or consultant for any reason, all of the grantee’s outstanding unvested awards will be forfeited. If the grantee’s continuous status as an employee or consultant is terminated for cause, all of the grantee’s unexercised options and SARs will be forfeited. In the event of the grantee’s death or termination of continuous status as an employee or consultant as a result of disability, the vested portions of the grantee’s outstanding options and SARs may be exercised within 90 days following the grantee’s death or termination, whichever is applicable. In the event of termination of the grantee’s continuous status as an employee consultant for a reason other than death, disability, or cause, the vested portions of the grantee’s outstanding options and SARs may be exercised within 30 days following the grantee’s termination. Except as described below, an award granted under the 2019 SIP is not transferable by the grantee, other than by will or the laws of descent and distribution, and is exercisable during the grantee’s lifetime only by the grantee. In the event of the grantee’s death, an option or SAR may be exercised by a person who acquires the right to exercise the award by bequest or inheritance. To the extent and in the manner permitted by applicable law and the Committee, a grantee may transfer an award to certain family members and other individuals and entities, but a transfer to a third party for value is not permitted.

Stock Appreciation Rights. The exercise of a SAR will entitle the grantee to receive the excess of the fair market value of a share of common stock on the date of exercise over the base price for each share with respect to which the SAR is exercised. The base price of a SAR must be no less than 100 percent of the fair market value of the common stock on the date the SAR is granted. The closing market price per share of the common stock as of the Record Date was $38.61 per share. The terms of the vesting of a SAR are determined by the Committee, subject to the minimum vesting requirement described above. During any calendar year, the Committee will not grant to any employee SARs covering more than 500,000 shares, and will not grant to any consultant (excluding non-employee directors, who are subject to the annual limits on the aggregate value of options and SARs described above) SARs covering more than 100,000 shares. Payment upon exercise of a SAR may be in cash, shares of common stock or a combination of cash and shares, as determined by the Committee. SARs may be exercised by the delivery to the Firm of a written or electronic notice of exercise. Each grantee who is an NEO will be required hold the shares of Common Stock acquired upon exercise of a SAR for a minimum period of one year following the date of exercise.

Stock Awards. A stock award may be made in shares of common stock or in units representing rights to receive shares. During any fiscal year of the Firm, no stock awards covering more than 500,000 shares of common stock may be granted to any employee, and no stock awards covering more than 100,000 shares may be granted to any consultant (excluding non-employee directors, who are subject to the annual limits on the aggregate value of options and other stock-based awards described above). Subject to the minimum vesting requirement described above, the award agreement will set forth any vesting, forfeiture, settlement, or payment conditions applicable to the stock award. Conditions for effectiveness or vesting may be time-based, performance-based, or both time-based and performance-based. A stock award made in shares may be designated as an award of restricted stock, and a stock award denominated in units may be designated as an award of restricted stock units or RSUs. An award of restricted stock generally entitles the grantee to voting rights, and may entitle the grantee to dividend and other ownership rights, during the period in which the award is subject to forfeiture conditions. Although an award of RSUs generally will not provide any shareholder rights to the grantee until such time, if any, as the underlying shares are actually issued to the grantee, the Committee may provide in a restricted stock unit award agreement for the payment of dividend equivalents. However, the grantee will not receive payment of any dividends or dividend equivalents unless and until the stock award has become vested.

Other Stock-Based Awards and Cash-Based Awards. The Committee may grant other stock-based awards in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as the Committee determines in its discretion. Other stock-based awards may be denominated in cash, in shares of common stock or other securities, in units, in securities or debentures convertible into common stock, or in any combination of the foregoing, and may be paid in cash, in shares of common stock or other securities, or in any combination of the foregoing, all as determined in the discretion of the Committee. Subject to the minimum vesting requirement described above, the terms and conditions of any other stock-based award may include, without limitation, terms and conditions relating to dividend and voting rights, as well as time-based and/or performance-based, or other condition(s) on the effectiveness or vesting of the award. However, the grantee will not receive payment of any dividends or dividend equivalents unless and until the award has become vested. During any calendar year, no other stock-based awards covering more than 500,000 shares of common stock may be granted to any employee, and no other stock-based awards covering more than 100,000 shares may be granted to any consultant (excluding non-employee directors, who are subject to the annual limits on the aggregate value of stock awards and other stock-based awards described above). The maximum amount that a grantee may earn by satisfaction of performance goals during any calendar year under other stock-based awards that are denominated in cash or any medium other than shares or units representing rights to receive shares is $7,500,000. For purposes of the limitation stated in the immediately preceding sentence, the calendar year in which the applicable performance goal(s) is satisfied is the calendar year in which the limitation applies, without regard to the duration of the performance period or any additional time-based vesting conditions or other terms or conditions relating to the payment of the other stock-based award.

The Committee will establish the performance goal or goals for the applicable performance period based upon the performance measure selected by the Committee to apply to each award and a formula or matrix prescribing the extent to which such award will be granted and/or vested based upon the level of achievement of such performance goal or goals. The Committee may establish different performance goals for different grantees and different awards. The performance goals with respect to such performance measurement criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies. The performance goals may be established in terms of Firm-wide objectives or objectives that are related to the performance of the individual grantee or the subsidiary, division, department, or function within the Firm or subsidiary in which the Grantee is employed, or any other manner that the Committee determines appropriate in its discretion. Performance goals need not be based on audited financial results.

Options. Options granted under the 2019 SIP may be either incentive stock options or non-qualified stock options. Options that are designated as incentive stock options are intended to qualify as such under Section 422 of the Code. With respect to incentive stock options, neither the grant nor the exercise of the option will subject the employee to taxable income, other than under the Alternative Minimum Tax (Section 56(b)(3) of the Code), which is not discussed in detail in this summary. There is no required tax withholding in connection with the exercise of incentive stock options. Upon the ultimate disposition of the stock obtained on an exercise of an incentive stock option, the employee’s entire gain will be taxed at the rates applicable to long-term capital gains, provided the employee has satisfied the prescribed holding periods relating to incentive stock options and the underlying stock. This treatment will apply to the entire amount of gain recognized on the sale of the stock, including the portion of gain that reflects the spread on the date of exercise between the fair market value of the stock at the time of grant and the fair market value of the stock at the time of exercise.

All shareholder proposals to be considered for inclusion in next year’s proxy statement pursuant to Rule 14a-18 of the Securities Exchange Act of 1934, as amended, (the Exchange Act), must be submitted in writing to the Corporate Secretary at 1001 East Palm Avenue, Tampa, Florida 33605 no later than November 21, 2019. The Board will review any proposal from eligible shareholders that it receives by that date and will determine whether any such proposal will be included in our proxy materials for our Annual Meeting of Shareholders in 2019. The proxy solicited by the Board for the next Annual Meeting will confer discretionary authority to vote on any shareholder proposal presented at that meeting, unless we are provided with written notice of such proposal by February 6, 2020. Pursuant to the Firm’s Articles of Incorporation, proposals submitted other than pursuant to Rule 14(a)-8 or director nominations must be delivered to the Corporate Secretary no later than 60 days before the date of the meeting. The Nomination Committee will consider nominees for the Board that are proposed by our shareholders. The same identifying and evaluating procedures apply to all candidates for director nomination, including candidates submitted by shareholders. Any shareholder who wishes to recommend a prospective nominee for the Board for the Nomination Committee’s consideration may do so by giving the candidate’s name and qualifications in writing to the Firm’s Corporate Secretary at 1001 East Palm Avenue, Tampa, Florida 33605.

3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the aggregate number of Shares of Common Stock that may be subject to awards under this Plan (the “Share Reserve”) is (i) 1,170,000 Shares, plus (ii) any Shares of Common Stock that, as of the date this Plan is approved by the shareholders of the Firm, are reserved and available for grant and issuance under the Kforce Inc. 2017 Stock Incentive Plan (the “2017 Plan”), and are not issued or subject to outstanding grants under the 2017 Plan (respectively, the “2017 Plan Reserved Shares”). Upon the approval of this Plan by the shareholders of the Firm, no additional grants shall be made under the 2017 Plan. As of the date of the adoption of this Plan by the Board, the number of 2017 Plan Reserved Shares is 1,613,423 Shares. Therefore, as of the date of the adoption of this Plan by the Board, the Share Reserve is 2,783,423, subject to adjustment to reflect the grant, termination, cancellation, or forfeiture of outstanding awards under the 2017 Plan after the date of adoption of this Plan by the Board and prior to the approval of this Plan by the shareholders of the Firm. In no event shall the number of Shares issued upon the exercise of Incentive Stock Options exceed the Share Reserve. Each Option or SAR granted shall reduce the Share Reserve by one Share; and each full value share (Stock Award) shall reduce the Share Reserve by 2.72 Shares. Such shares of Common Stock may be authorized, but unissued, or reacquired shares of Common Stock. The Shares issued by the Firm under the Plan may be, at the Firm’s option, either (i) evidenced by a certificate registered in the name of the Grantee, or (ii) credited to a book-entry account for the benefit of the Grantee maintained by the Firm’s stock transfer agent or its designee.

If any portion of an Award granted under the Plan for any reason expires, is terminated, is canceled or is forfeited (including those forfeited as a result of not being earned pursuant to the Award’s performance criteria), then (i) with respect to Options and SARs, the Shares underlying such Award shall be restored to the Share Reserve on a one-for-one basis and shall become available for future Awards under the Plan (unless the Plan has terminated); and (B) with respect to each Award other than an Option or SAR, the Shares underlying such Award shall be restored to the Share Reserve at a rate of 2.72 Shares for each expired, terminated, canceled, or forfeited Share and shall become available for future Awards under the Plan (unless the Plan has terminated). If any portion of an outstanding award that was granted under the 2017 Plan or any other prior plan maintained by the Firm for any reason expires, is terminated, is canceled or is forfeited on or after the date on which the shareholders of the Firm approve this Plan, then (i) with respect to options and stock appreciation rights, the Shares underlying such award shall be added to the Share Reserve on a one-for-one basis and shall become available for future Awards under the Plan (unless the Plan has terminated); and (B) with respect to each award other than an option or stock appreciation right, the Shares underlying such award shall be added to the Share Reserve at a rate of 2.72 Shares for each expired, terminated, canceled, or forfeited Share and shall become available for future Awards under the Plan (unless the Plan has terminated). With respect to an Option and SAR, if the payment upon exercise of an Option or SAR is in the form of Shares, the Shares subject to the Option or SAR shall be counted against the Share Reserve as one Share for every Share subject to the Option or SAR, regardless of the number of Shares used to settle the Option or SAR upon exercise.

9. Other Stock-Based Awards. Subject to the terms of the Plan, including without limitation the minimum vesting provision in Section 5(c) of the Plan, the Committee may grant Other Stock-Based Awards to Employees or Consultants from time to time. Other Stock-Based Awards may be granted in such amounts, on such terms and conditions, including without limitation terms and conditions relating to dividend (including Dividend Equivalent) and voting rights, and for such consideration, including no consideration or such minimum consideration as may be required by Applicable Law, as the Committee determines in its discretion. The Grantee shall not receive any payment of any dividend or Dividend Equivalent with respect to the Award unless and not earlier than such time as the portion of the Award to which the dividend or Dividend Equivalent relates becomes vested and nonforfeitable, and the terms of the Award shall (subject to Section 21 and other applicable requirements of Code Section 409A) set forth the conditions, if any, under which the Grantee will be eligible to receive payment(s) of the dividend or Dividend Equivalent following the vesting of the applicable portion of the Award. If the terms of an Other Stock-Based Award calls for any such payments to be made, the Firm shall make such payments from the Firm’s general assets, and the Grantee shall be no more than a general and unsecured creditor of the Firm with respect to such payments. For the avoidance of doubt, notwithstanding any provision of an Award Agreement or the absence of any Award Agreement provision relating to dividends or Dividend Equivalents, (a) no dividend or Dividend Equivalent with respect to any Other Stock-Based Award shall be paid to a Grantee unless and until the portion of the Award to which the dividend or Dividend Equivalent relates becomes vested and nonforfeitable, (b) a Grantee shall not have a vested and nonforfeitable right to any dividend or Dividend Equivalent with respect to an Other Stock-Based Award unless and until the portion of the Award to which the dividend or Dividend Equivalent relates becomes vested and nonforfeitable, and (c) a Grantee’s right to any dividend or Dividend Equivalent with respect to any Other Stock-Based Award shall be forfeited to the extent that the Grantee’s right to the portion of the Award to which the dividend or Dividend Equivalent relates is forfeited. Without limitation, the terms and conditions applicable to an Other Stock-Based Award may include one, or more than one, objective time-based, performance-based, or other grant condition(s) that the Committee requires to be timely satisfied before the grant of the Other Stock-Based Award will be effective, and/or one, or more than one, objective time-based, performance-based, or other condition(s) that the Committee requires to be timely satisfied before the Other Stock-Based Award, or any portion or component of the Other Stock-Based Award, will be vested and nonforfeitable. Other Stock-Based Awards may be denominated in cash, in Shares or other securities, in units representing the rights to receive Shares, in securities or debentures convertible into Shares, or in any combination of the foregoing, and may be paid in Shares or other securities, in cash, or in a combination of Shares or other securities and cash, all as determined in the discretion of the Committee. No more than 500,000 Shares may be granted to an Employee in any calendar year under an Other Stock-Based Award that is denominated in Shares or units representing rights to receive Shares, and no more than 100,000 Shares may be granted to a Consultant (other than a non-Employee Director, who is subject to the Non-Employee Director Full Value Award Limit in Section 5(e) of the Plan) in any calendar year under an Other Stock-Based Award that is denominated in Shares or units representing rights to receive Shares. The maximum amount that a Grantee may earn by satisfaction of performance goals during any calendar year under Other Stock-Based Awards that are denominated in cash or any medium other than Shares or units representing rights to receive Shares is $7,500,000. For purposes of the limitation stated in the immediately preceding sentence, the calendar year in which the applicable performance goal(s) is satisfied is the calendar year in which the limitation applies, without regard to the duration of the Performance Period or any additional time-based vesting conditions or other terms or conditions relating to the payment of the Other Stock-Based Award.

11. Tax Withholding. The Firm shall deduct from all cash distributions under the Plan any taxes required to be withheld by federal, state, local or foreign government. Whenever the Firm proposes or is required to issue or transfer Shares under the Plan, the Firm shall have the right to require the recipient to remit to the Firm an amount sufficient to satisfy any federal, state, local and foreign withholding tax requirements prior to the delivery of shares. A Grantee may pay the withholding tax in cash, or a Grantee may elect to have the number of Shares he is to receive reduced by the appropriate number of whole Shares that, when multiplied by the Fair Market Value of the Shares determined as of the Tax Date (defined below), is sufficient to satisfy up to the maximum applicable federal, state, local, and foreign tax withholding obligation arising from exercise, vesting, or payment of an Award as may be permitted under applicable accounting standards that would not result in the Award otherwise classified as an “equity” award under FASB Accounting Standards Codification Topic 718 (“ASC Topic 718”) to be classified as a “liability” award under ASC Topic 718 as a result of the withholding of Shares with a Fair Market Value in excess of the minimum statutory tax withholding obligation (a “Withholding Election”). A Grantee may make a Withholding Election only if the Withholding Election is made on or prior to the date on which the amount of tax required to be withheld is determined (the “Tax Date”) by executing and delivering to the Firm a properly completed notice of Withholding Election as prescribed by the Committee. The Committee may in its discretion disapprove and give no effect to the Withholding Election.

21. Certain Limitations on Awards to Ensure Compliance with Code Section 409A. For purposes of this Plan, references to an award term or event (including any authority or right of the Firm or a Grantee) being “permitted” under Code Section 409A mean, for a 409A Award (meaning an Award that constitutes a deferral of compensation under Code Section 409A and regulations thereunder), that the term or event will not cause the Grantee to be liable for payment of interest or a tax penalty under Code Section 409A and, for a Non-409A Award (meaning all Awards other than 409A Awards), that the term or event will not cause the Award to be treated as subject to Code Section 409A. Other provisions of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award, including any authority of the Firm and rights of the Grantee with respect to the Award, shall be limited to those terms permitted under Code Section 409A, and any terms not permitted under Code Section 409A shall be automatically modified and limited to the extent necessary to conform with Code Section 409A. For this purpose, other provisions of the Plan notwithstanding, the Firm shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Code Section 409A, and any distribution subject to Code Section 409A(a)(2)(A)(i) (separation from service) to a “specified employee” as defined under Code Section 409A(a)(2)(B)(i), shall not occur earlier than the earliest time permitted under Code Section 409A(a)(2)(B)(i). The Firm may adopt a specified employee policy that will apply to identify the specified employees for all deferred compensation plans subject to Code Section 409A; otherwise, specified employees will be identified using the default standards contained in the regulations under Code Section 409A.




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ý		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to Rule 14a-12



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CORPORATE GOVERNANCE	4
Our Board of Directors	4
Biographical Information for Our Director Nominees	5
Proposal 1. Election of Directors	6
Biographical Information for Our Other Directors	6
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	12
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	17
2018 Named Executive Officer Compensation	22
2019 Named Executive Officer Compensation Changes	30
Executive Compensation Tables	31
Proposal 3. Advisory Vote on Executive Compensation	37
Proposal 4. Approval of the Kforce Inc. 2019 Stock Incentive Plan	38
Securities Authorized for Issuance Under Equity Compensation Plans	43
Stock Ownership Information	43
General Information	45
Shareholder Communications, Proposals and Other Matters	46
Appendix A. Kforce Inc. 2019 Stock Incentive Plan	47
Appendix B. Adjusted Financial Performance Measures	61



Richard M. Cocchiaro
		Mr. Cocchiaro served as a Vice Chairman of Kforce from 2004 through his retirement in January 2016, during which time he oversaw Customer First, our 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 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 Customer First, our customer loyalty program. He has extensive experience with Kforce’s field operations on a national basis, bringing an important perspective to the Board.
Director since 1994		Other Current Public Company Board(s): None	Kforce Board Committee(s): Executive
Age	64



Howard W. Sutter
		Mr. Sutter has served as Kforce’s SVP, Leader Development since January 2017 and previously served as Vice Chairman since 2005; he also participates in 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 led Kforce’s merger, acquisition, and divestiture efforts for 19 years and, over this time, has led the effort on a significant number of acquisitions, including those of two public companies, and several divestitures. Mr. Sutter also has extensive experience in staffing operations. 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.
Director since 1994		Other Current Public Company Board(s): None	Kforce Board Committee(s): Executive
Age	70


1.	Elect three Class I directors to hold office for a three-year term expiring in 2022;


2.	Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for 2019;


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




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



Legend:	þ	Lead Independent Director	Chair	Member	Financial Expert



John N. Allred
		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 and is particularly knowledgeable in the area of healthcare. His staffing industry experience (other than his directorship in Kforce) is with companies other than Kforce, which the Board believes allows him to address operational issues from a different perspective.
Director since 1998		Other Current Public Company Board(s): None	Kforce Board Committee(s): Audit; Nomination (Chair); and Corporate Governance
Age	72



A. Gordon Tunstall
		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 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. He 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.
Director since 1995		Other Current Public Company Board(s): None	Kforce Board Committee(s): Nomination; Corporate Governance; and Executive
Age	75


•	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;



Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)		Unvested Restricted Stock (4)	Deferred Restricted Stock Units (4)
John N. Allred	$	107,000	$	99,987	$	2,348	$	209,335	3,769	—
Richard M. Cocchiaro	$	50,000	$	99,987	$	4,494	$	154,481	3,769	4,566
Ann E. Dunwoody	$	77,000	$	99,987	$	4,494	$	181,481	3,769	4,566
Mark F. Furlong	$	107,000	$	99,987	$	2,348	$	209,335	3,769	—
Randall A. Mehl	$	77,000	$	99,987	$	2,348	$	179,335	3,769	—
Elaine D. Rosen	$	107,000	$	99,987	$	7,826	$	214,813	3,769	10,144
N. John Simmons	$	77,000	$	99,987	$	2,348	$	179,335	3,769	—
Ralph E. Struzziero	$	92,000	$	99,987	$	7,826	$	199,813	3,769	10,144
Howard W. Sutter (5)	$	—	$	150,006	$	446,726	$	596,732	3,973	—
A. Gordon Tunstall	$	77,000	$	99,987	$	2,348	$	179,335	3,769	—


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


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



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, if any, that have occurred in each period;
l	Kforce’s financial and operational performance, including progress against its strategies;	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 Board.
l	management’s analysis on the current state of the staffing industry and corporate development activities;
l	a claims, litigation and ethics hotline summary;
l	a report on the Firm’s Enterprise Risk Management (ERM) program; and
l	reports on other matters that may arise from time to time, that require reporting to the Board.



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 the design of the Firm’s executive compensation program. It is also responsible for reviewing and approving the executive compensation and 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 also has the authority to select and utilize 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 and establishes procedures for the nomination process. 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. Refer to the section titled “Shareholder Communications, Proposals and Other Matters” below.
Ann E. Dunwoody
Elaine D. Rosen
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



Audit		Compensation		Nomination		Corporate Governance
l	Responsible for the Firm’s risk assessment and ERM program	l	Oversees executive compensation risk	l	Oversees director succession risk	l	Leadership and oversight of ethical standards
l	Monitors risk relating to the Firm’s financial statements, systems, reporting process and compliance	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 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 cyber- security risks and incidents					l	Oversees the Board’s evaluation process


(4)	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.”


(5)	On January 31, 2019, Howard W. Sutter informed Kforce that due to his long tenure as a member of the Board and consistent with the Board’s refreshment initiatives, he would not stand for re-election as a Class I Director at the Annual Meeting.



Fee Type	2018		2017
Audit Fees (1)	$	879,827	$	813,422
Audit-Related Fees (2)	$	11,500	$	11,500
Tax Fees (3)	$	35,467	$	—
All Other Fees (4)	$	1,895	$	1,895


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


(3)	Represents fees for tax advice, tax planning and tax consultation for contemplated transactions and state income tax notices.


(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.


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


•	Attained 99.9% of our target revenue and 109% of our target diluted earnings per share (EPS).


•	Attained above target performance for our long-term incentive (LTI) metric; Kforce’s relative total shareholder return (TSR) over the past three years (January 1, 2016 through December 31, 2018) of 31% ranked 2nd versus our industry peer group of 7 direct competitors, and attained a 50th percentile ranking versus our separately designated peer group.


•	Continued to make progress on our strategic initiatives including implementing new and upgrading existing technologies, improving our alignment of revenue-generating talent, and executing a Kforce brand refresh.


•	Above target annual incentive payouts, based on the performance against our financial metrics (payouts were slightly below target for revenue and above target for EPS) and on individual performance objectives (payouts were above target).