[8-K] Kelly Services Inc Reports Material Event

Rhea-AI Filing Summary

Appointment: On August 7, 2025, Kelly Services, Inc. announced that Christopher Layden will become President and Chief Executive Officer effective September 2, 2025, succeeding Peter Quigley, who will remain a Board member and strategic advisor through the 2026 Annual Meeting. The Board will expand to nine directors and Mr. Layden will join the Board on his start date.

Compensation & severance: Base salary $1,000,000; STIP target 125% of salary with a guaranteed 2025 STIP of at least $450,000; LTIP target 250% of salary (0%–200% payout range by performance) beginning 2026. One-time cash sign-on $450,000 (recoverable if voluntarily departing within two years or terminated for cause). Sign-on restricted stock award valued at $4,000,000 vesting 15%/35%/50% over three years. Severance for qualified termination: 24 months base salary and prorated incentive; change-in-control severance equals 2x(base+target incentive) plus prorated incentive. Exhibit 10.1 and press release included.

Positive

• Experienced industry leader appointed: Christopher Layden has COO experience at Prolink and senior roles at ManpowerGroup.
• Board continuity and transition plan: Outgoing CEO Peter Quigley will remain as strategic advisor and director through May 2026.
• Long-term incentive alignment: LTIP target is 250% of salary with performance-based payout (0%–200%), aligning pay with performance.

Negative

• Significant near-term cash outlays: $1,000,000 base salary, guaranteed 2025 STIP of $450,000 and a $450,000 sign-on cash payment.
• Large equity grant and potential dilution: $4,000,000 restricted stock award vests over three years, increasing equity compensation expense or dilution.
• Material severance exposure: Qualified termination severance equals 24 months salary; change-in-control severance equals 2x(base+target incentive) plus prorated incentive.

Insights

Corporate Governance Expert

TL;DR: Experienced external CEO hire with Board seat; governance continuity via outgoing CEO retaining Board role aids transition.

Mr. Layden brings industry-relevant experience from Prolink and ManpowerGroup, and his immediate Board appointment expands the Board to nine members, which is a material governance change. Retention of Mr. Quigley as a strategic advisor and director through May 2026 supports continuity. The Offer Letter provisions referenced and the inclusion of the full Offer Letter as Exhibit 10.1 are appropriate for transparency. Impact: mixed-positive for governance and succession planning.

Compensation Analyst

TL;DR: Pay package mixes cash, guaranteed near-term payout, large equity grant, and double-trigger severance—typical but costly in short term.

The package includes a $1,000,000 base, 125% STIP target with a guaranteed $450,000 payment for 2025, $450,000 sign-on cash (clawback for early voluntary departure), and a $4,000,000 restricted stock sign-on vesting over three years (15%/35%/50%). LTIP target at 250% of salary with 0%–200% performance payout range aligns long-term incentives to performance. Severance provisions (24 months salary for qualified terminations; 2x total comp for change-in-control) create potential material near-term cash or equity dilution exposures. Impact: notable for compensation expense and potential severance liabilities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 7, 2025

KELLY SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE		000-01088		38-1510762
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

999 WEST BIG BEAVER ROAD

TROY, MICHIGAN 48084

(Address of Principal Executive Offices)

(Zip Code)

(248) 362-4444

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Class A Common Stock, $1.00 par value per share		KELYA		The Nasdaq Stock Market LLC
Class B Common Stock, $1.00 par value per share		KELYB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2025, Kelly Services, Inc. (the “Company”) announced that Christopher Layden has been named President and Chief Executive Officer, with a target start date of September 2, 2025. Mr. Layden will succeed Peter Quigley, the Company’s current President and Chief Executive Officer, who on February 12, 2025, informed the Company of his intention to retire as an officer of the Company. Mr. Quigley will remain as a strategic advisor to the Company to ensure a smooth transition and will continue to serve as a member of the Company’s Board of Directors (the “Board”) until the Company’s next Annual Shareholders Meeting in May 2026; the arrangements will be reported at the time they are finalized.

The Board has also appointed Mr. Layden as a member of the Board, for a term beginning September 2, 2025. At such time, the Board will be expanded to nine directors. Mr. Layden will not receive any additional compensation for his service as a member of the Board.

Mr. Layden, age 43, most recently served as Chief Operating Officer of Prolink, a workforce solutions provider offering staffing, technology, culture, data, and talent experience solutions throughout the United States. Prior to joining Prolink, he spent nearly two decades at ManpowerGroup, a global workforce solutions company, serving in positions of increasing responsibility, including vice president and general manager, industry verticals. Mr. Layden received a Bachelor of Arts degree in Philosophy from Boston College.

Pursuant to the terms of an employment offer letter provided to Mr. Layden by the Company (the “Offer Letter”), Mr. Layden’s annual base salary will be $1,000,000 and will be reviewed periodically as part of the Company’s compensation review process.

Mr. Layden will participate in the Company’s Short-Term Incentive Plan (“STIP”) with a target opportunity of 125% of earned annual salary. For 2025, his STIP award will be guaranteed to pay at least $450,000. Beginning with the 2026 grant, Mr. Layden will be eligible for consideration to receive awards under the Company’s Long-Term Incentive Plan (“LTIP”), as granted and approved by the Compensation and Talent Management Committee of the Company’s Board of Directors. The target award opportunity is 250% of annual salary, with earned performance shares ranging from 0% to 200% of the target award based upon the achievement of LTIP goals.

Mr. Layden will receive a one-time cash sign-on bonus of $450,000 upon beginning his active employment with the Company. The payment will be subject to recovery by the Company if Mr. Layden voluntarily terminates his employment with the Company without good reason or his employment is terminated by the Company for cause (as defined in the Offer Letter) within two years after his initial employment date.

Upon beginning his active employment with the Company, Mr. Layden will be granted shares of restricted stock valued at $4,000,000 in accordance with the terms of the Company’s Equity Incentive Plan (the “Sign-On Award”). The number of restricted shares will be determined based on the closing price of the Company’s Class A common stock as of the grant date. The Sign-On Award will vest over a three-year period, with 15% of the shares vesting on the first anniversary of the grant date, 35% vesting on the second anniversary, and 50% vesting on the third anniversary, subject to immediate vesting in full in the event Mr. Layden’s employment is terminated by the Company other than for cause or he resigns other than for good reason.

Mr. Layden’s employment is at-will. Pursuant to the terms of the Amended and Restated Senior Executive Severance Plan (the “Severance Plan”) and effective the date he assumes responsibility as the Company’s CEO, in the event that Mr. Layden’s employment is terminated by the Company other than for “cause,” “disability” or death, or by Mr. Layden for “good reason” in connection with a “change in control” (as such terms are defined in the Severance Plan, with certain modifications described in the Offer Letter), Mr. Layden will become eligible to receive severance benefits. In the case of a qualified termination that occurs not in connection with a change in control, he would receive severance payments in the form of base salary continuation for a period of twenty-four months and a prorated portion of his annual incentive compensation for the fiscal year in which the termination occurred, based on performance results. For a qualified termination that occurs in connection with a change in control, Mr. Layden would be eligible to receive a lump sum severance payment equal to two times the sum of his annual base salary and target annual incentive compensation, plus a prorated portion of his annual incentive compensation.

Mr. Layden will be entitled to participate in certain other employment benefits available to the Company’s senior executive officers, including relocation assistance, group life and healthcare insurance and participation in the Company’s Management Retirement Plan, a non-qualified defined contribution deferred compensation plan for highly compensated employees.

Mr. Layden will be subject to the Company’s stock ownership requirements applicable to executive officers as well as the Company’s share trading blackout and pre-clearance policies and Incentive Compensation Recovery (“Clawback”) Policy.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Offer Letter between Kelly Services, Inc. and Christopher Layden.*
99.1		Press release dated August 7, 2025 issued by Kelly Services, Inc.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

						KELLY SERVICES, INC.
Date: August 7, 2025						/s/ Vanessa P. Williams
						Vanessa P. Williams
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

Who will be Kelly Services' (KELYB) new CEO and when does he start?

Christopher Layden will be named President and Chief Executive Officer with a target start date of September 2, 2025.

What is Christopher Layden's base salary and short-term incentive at Kelly Services (KELYB)?

His annual base salary is $1,000,000 and his Short-Term Incentive Plan target is 125% of salary; for 2025 the STIP is guaranteed at a minimum of $450,000.

What sign-on and long-term awards did Kelly Services (KELYB) grant to the new CEO?

He will receive a one-time cash sign-on of $450,000 (recoverable on certain departures) and a restricted stock Sign-On Award valued at $4,000,000 vesting 15%/35%/50% over three years.

What severance protections does the new CEO have at Kelly Services (KELYB)?

For a qualified termination not in connection with a change in control, he would receive 24 months of base salary continuation plus a prorated annual incentive; for a change-in-control qualified termination, a lump sum equal to 2x(base salary + target annual incentive) plus a prorated incentive.

Will the outgoing CEO remain involved with Kelly Services (KELYB)?

Yes. Peter Quigley will remain as a strategic advisor and continue to serve on the Board until the next Annual Shareholders Meeting in May 2026.