Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Kelly Services, Inc. |
Entity Central Index Key | 0000055135 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay vs. Performance The following table sets forth the compensation for our Chief Executive Officer (“CEO”) and the average compensation for our other non-CEO named executive officers (“NEOs”), both as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the compensation actually paid (“CAP”) to such individuals, as defined under SEC rules, for the years 2022, 2021, and 2020. The table also provides information on our cumulative total shareholder return (“TSR”) for both our Class A and Class B Common Stock; the cumulative TSR of our peer group; Net Earnings; and the Company-Selected Measure (“CSM”), Non-GAAP Adjusted Earnings from Operations (“EFO”), over such years in accordance with SEC rules. Pay vs. Performance Table Value of Initial Fixed $100 Investment Year Summary Compensation (1)(2) Average Non-CEO NEOs Average Non-CEO (1)(2) TSR TSR (g) Peer TSR (3) Net CSM: EFO in 2022 $3,535,281 $2,762,629 $1,331,744 $1,150,597 $76.65 $81.19 $113.87 ($62.5) $68.3 2021 $3,938,608 $2,864,364 $1,640,264 $1,362,908 $74.94 $78.78 $152.43 $156.1 $52.6 2020 $1,550,693 $1,334,735 $786,788 $827,855 $91.45 $94.29 $100.85 ($72.0) $44.3 (1) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation actually paid as reported in the Pay versus Performance Table. Compensation actually paid, generally, is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of the end of the fiscal year for the applicable year or, if earlier, the vesting date (rather than the grant date). We do not offer pension plan benefits therefore, there was not a change in pension value for any of the years reflective in this table. To calculate CAP, the following amounts were deducted from and added to SCT total compensation: CEO and Non-CEO 2022 2021 2020 CEO Non-CEO NEOs CEO Non-CEO NEOs CEO Non-CEO NEOs Summary Compensation Table Total $3,535,281 $1,331,744 $3,938,608 $1,640,264 $1,550,693 $786,788 Summary Compensation Table Stock Awards ($1,811,085) ($524,293) ($2,734,149) ($974,762) ($839,987) ($326,162) FYE value of unvested awards granted during current year $1,052,644 $334,843 $2,045,752 $789,365 $764,875 $405,599 Change in value of unvested awards from prior years $68,855 $24,517 ($167,781) ($41,322) ($68,333) ($20,316) Change in value of awards vesting during current year from the prior years $98,065 $22,069 $7,513 $2,122 ($73,595) ($18,452) Prior FYE value for awards not meeting performance requirements ($191,086) ($41,686) ($227,577) ($53,637) — — Dividends accrued on unvested stock awards $9,957 $3,404 $1,998 $877 $1,082 $399 Compensation Actually Paid $2,762,629 $1,150,597 $2,864,364 $1,362,908 $1,334,735 $827,855 (2) Compensation for the non-principal non-CEO (3) As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 1500 Human Resources and Employment Services Index, which is the industry peer group used for purposed of item 201(e) of Regulation S-K 10-K (4) The following amounts are the reconciliation of the CSM, EFO(in millions): 2022 2021 2020 As Reported $14.8 $48.6 ($96.6) Gain on sale of assets (6.2) (1) (32.1) (5) Loss on Disposal 18.7 (2) Goodwill impairment charge 41.0 (3) 147.7 (6) Restructuring 4.0 (4) 12.8 (7) Customer Dispute 9.5 (8) Adjusted $68.3 $52.6 $44.3 (1) Gain on sale of assets in 2022 is related to the sale of real property in the fourth quarter, under-utilized real property in the second quarter, and other real property sold in the first quarter of 2022 (2) Loss on disposal in 2022 represents the write-off (3) Goodwill impairment charge in 2022 is the result of interim impairment tests the Company performed related to RocketPower due to triggering events caused by changes in market conditions (4) Restructuring charges in 2021 represents severance costs as part of cost management actions designed to increase operational efficiencies with enterprise functions that provide centralize support to operating units (5) Gain on sale of assets primarily represents the excess of proceeds over the cost of the headquarters properties sold during the first quarter of 2020 (6) The goodwill impairment charge is a result of an interim impairment test the Company performed during the first quarter of 2020, due to a triggering event caused by a decline in the Company’s common stock price (7) Restructuring charges in 2020 represents severance and lease terminations in preparation for a new operating model adopted in the third quarter of 2020 (8) Customer dispute in 2020 represents a non-cash | ||
Company Selected Measure Name | EFO | ||
Named Executive Officers, Footnote [Text Block] | Compensation for the non-principal non-CEO | ||
Peer Group Issuers, Footnote [Text Block] | As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 1500 Human Resources and Employment Services Index, which is the industry peer group used for purposed of item 201(e) of Regulation S-K 10-K | ||
PEO Total Compensation Amount | $ 3,535,281 | $ 3,938,608 | $ 1,550,693 |
PEO Actually Paid Compensation Amount | $ 2,762,629 | 2,864,364 | 1,334,735 |
Adjustment To PEO Compensation, Footnote [Text Block] | CEO and Non-CEO 2022 2021 2020 CEO Non-CEO NEOs CEO Non-CEO NEOs CEO Non-CEO NEOs Summary Compensation Table Total $3,535,281 $1,331,744 $3,938,608 $1,640,264 $1,550,693 $786,788 Summary Compensation Table Stock Awards ($1,811,085) ($524,293) ($2,734,149) ($974,762) ($839,987) ($326,162) FYE value of unvested awards granted during current year $1,052,644 $334,843 $2,045,752 $789,365 $764,875 $405,599 Change in value of unvested awards from prior years $68,855 $24,517 ($167,781) ($41,322) ($68,333) ($20,316) Change in value of awards vesting during current year from the prior years $98,065 $22,069 $7,513 $2,122 ($73,595) ($18,452) Prior FYE value for awards not meeting performance requirements ($191,086) ($41,686) ($227,577) ($53,637) — — Dividends accrued on unvested stock awards $9,957 $3,404 $1,998 $877 $1,082 $399 Compensation Actually Paid $2,762,629 $1,150,597 $2,864,364 $1,362,908 $1,334,735 $827,855 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,331,744 | 1,640,264 | 786,788 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,150,597 | 1,362,908 | 827,855 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | CEO and Non-CEO 2022 2021 2020 CEO Non-CEO NEOs CEO Non-CEO NEOs CEO Non-CEO NEOs Summary Compensation Table Total $3,535,281 $1,331,744 $3,938,608 $1,640,264 $1,550,693 $786,788 Summary Compensation Table Stock Awards ($1,811,085) ($524,293) ($2,734,149) ($974,762) ($839,987) ($326,162) FYE value of unvested awards granted during current year $1,052,644 $334,843 $2,045,752 $789,365 $764,875 $405,599 Change in value of unvested awards from prior years $68,855 $24,517 ($167,781) ($41,322) ($68,333) ($20,316) Change in value of awards vesting during current year from the prior years $98,065 $22,069 $7,513 $2,122 ($73,595) ($18,452) Prior FYE value for awards not meeting performance requirements ($191,086) ($41,686) ($227,577) ($53,637) — — Dividends accrued on unvested stock awards $9,957 $3,404 $1,998 $877 $1,082 $399 Compensation Actually Paid $2,762,629 $1,150,597 $2,864,364 $1,362,908 $1,334,735 $827,855 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | As discussed in the CD&A section of this Proxy Statement, the five items listed below represent the most important financial measures we used to determine CAP for FY 2022. Most Important Financial Performance Measures Adjusted EFO Gross Profit EBITDA Margin Revenue Growth Stock Price | ||
Peer Group Total Shareholder Return Amount | $ 113.87 | 152.43 | 100.85 |
Net Income (Loss) | $ (62,500,000) | $ 156,100,000 | $ (72,000,000) |
Company Selected Measure Amount | 68,300,000 | 52,600,000 | 44,300,000 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EFO | ||
Non-GAAP Measure Description [Text Block] | (4) The following amounts are the reconciliation of the CSM, EFO(in millions): 2022 2021 2020 As Reported $14.8 $48.6 ($96.6) Gain on sale of assets (6.2) (1) (32.1) (5) Loss on Disposal 18.7 (2) Goodwill impairment charge 41.0 (3) 147.7 (6) Restructuring 4.0 (4) 12.8 (7) Customer Dispute 9.5 (8) Adjusted $68.3 $52.6 $44.3 (1) Gain on sale of assets in 2022 is related to the sale of real property in the fourth quarter, under-utilized real property in the second quarter, and other real property sold in the first quarter of 2022 (2) Loss on disposal in 2022 represents the write-off (3) Goodwill impairment charge in 2022 is the result of interim impairment tests the Company performed related to RocketPower due to triggering events caused by changes in market conditions (4) Restructuring charges in 2021 represents severance costs as part of cost management actions designed to increase operational efficiencies with enterprise functions that provide centralize support to operating units (5) Gain on sale of assets primarily represents the excess of proceeds over the cost of the headquarters properties sold during the first quarter of 2020 (6) The goodwill impairment charge is a result of an interim impairment test the Company performed during the first quarter of 2020, due to a triggering event caused by a decline in the Company’s common stock price (7) Restructuring charges in 2020 represents severance and lease terminations in preparation for a new operating model adopted in the third quarter of 2020 (8) Customer dispute in 2020 represents a non-cash | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Gross Profit | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | EBITDA Margin | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue Growth | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Stock Price | ||
ClassA [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Total Shareholder Return Amount | $ 76.65 | $ 74.94 | $ 91.45 |
ClassB [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Total Shareholder Return Amount | 81.19 | 78.78 | 94.29 |
PEO [Member] | Summary Compensation Table Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,811,085) | (2,734,149) | (839,987) |
PEO [Member] | FYE value of unvested awards granted during current year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,052,644 | 2,045,752 | 764,875 |
PEO [Member] | Change in value of unvested awards from prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 68,855 | (167,781) | (68,333) |
PEO [Member] | Change in value of awards vesting during current year from the prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 98,065 | 7,513 | (73,595) |
PEO [Member] | Prior FYE value for awards not meeting performance requirements [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (191,086) | (227,577) | 0 |
PEO [Member] | Dividends accrued on unvested stock awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,957 | 1,998 | 1,082 |
Non-PEO NEO [Member] | Summary Compensation Table Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (524,293) | (974,762) | (326,162) |
Non-PEO NEO [Member] | FYE value of unvested awards granted during current year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 334,843 | 789,365 | 405,599 |
Non-PEO NEO [Member] | Change in value of unvested awards from prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 24,517 | (41,322) | (20,316) |
Non-PEO NEO [Member] | Change in value of awards vesting during current year from the prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 22,069 | 2,122 | (18,452) |
Non-PEO NEO [Member] | Prior FYE value for awards not meeting performance requirements [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (41,686) | (53,637) | 0 |
Non-PEO NEO [Member] | Dividends accrued on unvested stock awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 3,404 | $ 877 | $ 399 |