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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table sets forth additional compensation information of our Principal Executive Officer (

PEO

) and our

non-PEO

NEOs along with total shareholder return, net income, and Adjusted Operating Income performance results for our fiscal years ending in 2020, 2021, 2022, and 2023, in accordance with Item 402(v) of Regulation

S-K.

The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis section of this proxy statement.


					Pay Versus Performance (In thousands, except Total Shareholder Return)

Year¹	Summary Compensation Table Total for PEO (s)²		Compensation Actually Paid to PEO ($)³		Average Summary Compensation Table Total for Non-PEO NEOS ($)²		Average Compensation Actually Paid to Non-PEO NEOS ($) 4		Value of Initial Fixed $100 Investment Based on: 5				Net Income ($)			Adjusted Operating Income ($) 7
Year¹	Summary Compensation Table Total for PEO (s)²		Compensation Actually Paid to PEO ($)³				Average Compensation Actually Paid to Non-PEO NEOS ($) 4		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($) 6		Net Income ($)			Adjusted Operating Income ($) 7

2023		5,084		6,028		1,572		1,762		98.64		121.22		54,410			129,011

2022		6,874		3,073		1,826		842		91.41		113.87		79,486			118,882

2021		5,494		9,553		1,653		2,328		140.29		152.43		72,572			121,597

2020		4,144		3,697		1,395		1,358		92.91		100.85		(37,707	)		64,728

1	Krishnan Rajagopalan served as the Company’s PEO for the entirety of 2020, 2021, 2022, and 2023 and the Company’s other NEOs for the applicable years were as follows:

2023: Mark Harris; Sarah Payne; and Tracey Heaton.

2022: Michael Cullen; Mark Harris; Sarah Payne; and Tracey Heaton.

2021: Michael Cullen; Mark Harris; Sarah Payne; Tracey Heaton; and Kamau Coar.

2020: Michael Cullen; Mark Harris; Sarah Payne; and Kamau Coar.

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Rajagopalan and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the principal executive officer for such years.

Amounts reported in this column represent the compensation actually paid (“

CAP

”) to Mr. Rajagopalan as the Company’s Chief Executive Officer in the indicated fiscal year, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal year and adjusted in accordance with SEC disclosure rules. The 2023 Summary Compensation Table total is adjusted as shown in the table below:



	PEO

2023	2023
Summary Compensation Table—Total Compensation (a)		$5,084,107
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b)		($2,559,157	)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c)		$2,967,455
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d)		$29,167
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e)		—
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)		$386,516
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)		—
+ Dividend equivalents paid in cash upon vesting of RSUs and PSUs (h)		$120,120
= Compensation Actually Paid		$6,028,208

(a)

Represents Total Compensation as reported in the Summary Compensation Table for 2023.

(b)

Represents the aggregate grant date fair value of the stock awards granted to Mr. Rajagopalan during 2023, computed in accordance with FASB ASC 718.

(c)

Represents the aggregate fair value as of 2023

year-end

of Mr. Rajagopalan’s outstanding and unvested stock awards granted 2023, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(d)

Represents the aggregate change in fair value during 2023 of the outstanding and unvested stock awards held by Mr. Rajagopalan as of the last day of 2023, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e)

Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Rajagopalan and vested during 2023, computed in accordance with FASB ASC 718.

(f)

Represents the aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by Mr. Rajagopalan that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.

(g)

Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Rajagopalan’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in 2023, computed in accordance with FASB ASC 718.

(h)

Represents the value of dividend equivalents accrued over the vesting period and paid in cash upon vesting of RSUs and PSUs.

Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Rajagopalan in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year adjusted in accordance with SEC disclosure rules. The 2023 Summary Compensation table total is adjusted as shown in the table below:



	Other NEOs Average(a)

	2023
Summary Compensation Table—Total Compensation (b)		$1,571,859
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c)		($625,557)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d)		$725,360
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e)		($1,280)
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (f)		—
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g)		$69,691
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (h)		—
+ Dividend equivalents paid in cash upon vesting of RSUs & PSUs (i)		$22,349
= Compensation Actually Paid		$1,762,422

(a)

Please see footnote 1 for the NEOs included in the average for 2023.

(b)

Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in 2023.

(c)

Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during 2023, computed in accordance with FASB ASC 718.

(d)

Represents the average aggregate fair value as of 2023

year-end

of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718, and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e)

Represents the average aggregate change in fair value during 2023 of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(f)

Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during 2023, computed in accordance with FASB ASC 718.

(g)

Represents the average aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.

(h)

Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in 2023, computed in accordance with FASB ASC 718.

(i)

Represents the average value of dividend equivalents accrued over the vesting period and paid in cash upon vesting of RSUs and PSUs.

5	Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

6	The TSR Peer Group consists of the component companies in the S&P Composite 1500 Human Resource & Employment Services Index, which is the same peer group used to satisfy the disclosure requirements under Reg S-K, Item 201(e)(1)(ii).

As noted in the CD&A, for 2023, the HRCC determined that Adjusted Operating Income continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the 2023 MIP. For the purposes of the MIP, Adjusted Operating Income included adjustments to the Operating Income as described on page 58, which the HRCC reviewed and approved.

Company Selected Measure Name

Adjusted Operating Income

Named Executive Officers, Footnote

1	Krishnan Rajagopalan served as the Company’s PEO for the entirety of 2020, 2021, 2022, and 2023 and the Company’s other NEOs for the applicable years were as follows:

2023: Mark Harris; Sarah Payne; and Tracey Heaton.

2022: Michael Cullen; Mark Harris; Sarah Payne; and Tracey Heaton.

2021: Michael Cullen; Mark Harris; Sarah Payne; Tracey Heaton; and Kamau Coar.

2020: Michael Cullen; Mark Harris; Sarah Payne; and Kamau Coar.

Peer Group Issuers, Footnote

The TSR Peer Group consists of the component companies in the S&P Composite 1500 Human Resource & Employment Services Index, which is the same peer group used to satisfy the disclosure requirements under Reg

S-K,

Item 201(e)(1)(ii).

PEO Total Compensation Amount

$ 5,084,107

$ 6,874,000

$ 5,494,000

$ 4,144,000

PEO Actually Paid Compensation Amount

$ 6,028,208

3,073,000

9,553,000

3,697,000

Adjustment To PEO Compensation, Footnote

Amounts reported in this column represent the compensation actually paid (“

CAP



	PEO

2023	2023
Summary Compensation Table—Total Compensation (a)		$5,084,107
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b)		($2,559,157	)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c)		$2,967,455
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d)		$29,167
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e)		—
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)		$386,516
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)		—
+ Dividend equivalents paid in cash upon vesting of RSUs and PSUs (h)		$120,120
= Compensation Actually Paid		$6,028,208

(a)

Represents Total Compensation as reported in the Summary Compensation Table for 2023.

(b)

Represents the aggregate grant date fair value of the stock awards granted to Mr. Rajagopalan during 2023, computed in accordance with FASB ASC 718.

(c)

Represents the aggregate fair value as of 2023

year-end

(d)

(e)

Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Rajagopalan and vested during 2023, computed in accordance with FASB ASC 718.

(f)

Represents the aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by Mr. Rajagopalan that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.

(g)

(h)

Represents the value of dividend equivalents accrued over the vesting period and paid in cash upon vesting of RSUs and PSUs.

Non-PEO NEO Average Total Compensation Amount

$ 1,571,859

1,826,000

1,653,000

1,395,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,762,422

842,000

2,328,000

1,358,000

Adjustment to Non-PEO NEO Compensation Footnote



	Other NEOs Average(a)

	2023
Summary Compensation Table—Total Compensation (b)		$1,571,859
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c)		($625,557)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d)		$725,360
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e)		($1,280)
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (f)		—
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g)		$69,691
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (h)		—
+ Dividend equivalents paid in cash upon vesting of RSUs & PSUs (i)		$22,349
= Compensation Actually Paid		$1,762,422

(a)

Please see footnote 1 for the NEOs included in the average for 2023.

(b)

Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in 2023.

(c)

Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during 2023, computed in accordance with FASB ASC 718.

(d)

Represents the average aggregate fair value as of 2023

year-end

(e)

(f)

Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during 2023, computed in accordance with FASB ASC 718.

(g)

Represents the average aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during 2023, computed in accordance with FASB ASC 718.

(h)

(i)

Represents the average value of dividend equivalents accrued over the vesting period and paid in cash upon vesting of RSUs and PSUs.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

List of Most Important Financial Performance Measures

The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2023:

●

Adjusted Operating Income

●

Search Net Revenue

●

Non-Search

Net Revenue

●

Adjusted Operating Margin

●

Relative TSR

Total Shareholder Return Amount