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 2024, 2023, 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”), Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”), over such years in accordance with SEC rules.

Pay vs. Performance Table


Year (a)	Summary Compensation Table Total to CEO (b)			Compensation Actually Paid CEO (1)(2) (c)			Average Summary Compensation Table Total for Non-CEO NEOs (d)			Average Compensation Actually Paid to Non-CEO NEOs (1)(2) (e)			Value of Initial Fixed $100 Investment Based On:									Net Earnings (Loss) in millions (i)			CSM: Adjusted EBITDA in millions (4) (j)
Year (a)	Summary Compensation Table Total to CEO (b)			Compensation Actually Paid CEO (1)(2) (c)									TSR (Class A) (f)			TSR (Class B) (g)			Peer TSR (3) (h)			Net Earnings (Loss) in millions (i)			CSM: Adjusted EBITDA in millions (4) (j)

2024		$	4,128,439		$	1,118,668		$	1,980,551		$	1,100,670		$	65.24		$	67.64		$	143.93		($0.6	)		$143.5

2023		$	4,163,424		$	4,313,597		$	1,407,120		$	1,555,635		$	99.65		$	103.53		$	121.22		$36.4			$109.4

2022		$	3,535,281		$	2,762,629		$	1,331,744		$	1,150,597		$	76.65		$	81.19		$	113.87		($62.5	)		$105.6

2021		$	3,938,608		$	2,864,364		$	1,640,264		$	1,362,908		$	74.94		$	78.78		$	152.43		$156.1			$84.1

2020		$	1,550,693		$	1,334,735		$	786,788		$	827,855		$	91.45		$	94.29		$	100.85		($72.0	)		$69.0

(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

NEOs SCT Total for CAP Reconciliation:


	2024						2023						2022						2021						2020

	CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs

Summary Compensation Table Total		$4,128,439			$1,980,551			$4,163,424			$1,407,120			$3,535,281			$1,331,744			$3,938,608			$1,640,264			$1,550,693			$786,788

Summary Compensation Table Stock Awards		($2,381,060	)		($1,012,030	)		($2,160,522	)		($555,116	)		($1,811,085	)		($524,293	)		($2,734,149	)		($974,762	)		($839,987	)		($326,162	)

FYE value of unvested awards granted during current year		$1,167,277			$605,532			$2,236,679			$617,264			$1,052,644			$334,843			$2,045,752			$789,365			$764,875			$405,599

Change in value of unvested awards from prior years		($1,333,842	)		($254,013	)		$793,531			$239,143			$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		$57,231			$13,275			$66,830			$20,763			$98,065			$22,069			$7,513			$2,122			($73,595	)		($18,452	)

Prior FYE value for awards not meeting performance requirements		($548,019	)		($242,651	)		($812,048	)		($183,487	)		($191,086	)		($41,686	)		($227,577	)		($53,637	)		—			—

Dividends accrued on unvested stock awards		$28,642			$10,006			$25,703			$9,948			$9,957			$3,404			$1,998			$877			$1,082			$399

Compensation Actually Paid		$1,118,668			$1,100,670			$4,313,597			$1,555,635			$2,762,629			$1,150,597			$2,864,364			$1,362,908			$1,334,735			$827,855

(2)

Compensation for the

non-principal

executive officer (“CEO”) and average compensation for

non-CEO

named executive officers (“NEOs”) reflected in columns (c) and (e) represent the following individuals for the years shown: 2024 – Peter W. Quigley, Troy R. Anderson, Vanessa P. Williams, Daniel H. Malan, Nicola M. Soares, Olivier G. Thirot (former CFO), and Dinette Koolhaas (former Executive), 2023 – Peter W. Quigley, Olivier G. Thirot, Daniel H. Malan, Vanessa P. Williams and Dinette Koolhaas, 2022 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Vanessa P. Williams, and Darren L. Simons, 2021 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Tammy L. Browning, and Timothy L. Dupree, 2020 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Tammy L. Browning, and Daniel H. Malan.

(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 purposes of item 201(e) of Regulation

S-K

as well as used in the Company’s Annual Report on Form

10-K

for the year ended December 29, 2024. TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement period ending December 31, 2019 and ending on December 31 of 2024, 2023, 2022, 2021, 2020, respectively.

(4)	The following amounts are the reconciliation of the CSM, EBITDA (in millions):


	2024			2023			2022			2021			2020

Net earnings (loss)		($0.6	)		$36.4			($62.5	)		$156.1			($72.0	)

Other (income) expense, net		3.3			(4.2	)		(1.6	)		3.6			(3.4	)

Income tax expense (benefit)		(21.3	)		(11.5	)		(7.9	)		35.1			(34.0	)

Depreciation and amortization		51.5			40.1			37.1			31.4			24.5

Goodwill impairment charge (1)		72.8						41.0						147.7

Asset impairment charge (2)		13.5			2.4

Integration costs (3)		10.0

Executive transition costs (4)		2.3

Gain on equity securities (5)		(3.8	)

Transaction (adjustments) costs (6)		17.9			6.9

Restructuring (7)		6.1			35.5						4.0			12.8

Gain on sale of assets (8)		(5.4	)					(6.2	)					(32.1	)

Gain on sale of EMEA staffing operations (9)		(1.6	)

(Gain) loss on forward contract (10)		(1.2	)		3.6

(Gain) Loss on investment in Persol Holdings (11)								67.2			(121.8	)		16.6

Loss on foreign currency matters (12)								20.4

Loss on disposal (13)								18.7

Gain on insurance settlement (14)											(19.0	)

Customer dispute (15)														9.5

Equity in net earnings of affiliate (16)								(0.8	)		(5.4	)		(0.8	)

Other, net					0.2			0.2			0.1			0.2

Adjusted		$143.5			$109.4			$105.6			$84.1			$69.0

(1)

Goodwill impairment charge in 2024 is driven by changes in market conditions and the result of the Company’s annual impairment test related to Softworld. 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. Goodwill impairment charge in 2020 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.

(2)

Asset impairment charge in 2024 for certain

right-of-use

assets related to our leased headquarters facility reflects adjustments to how we are utilizing the building as part of our ongoing transformation efforts. Asset impairment charge in 2023 represents the impairment of

right-of-use

assets related to an unoccupied existing office space lease.

(3)	Integration costs in 2024 reflect various initiatives aimed at both integrating the MRP acquisition and further aligning processes and technology across the Company.

(4)	Executive transition costs represent non-recurring expenses associated with our CFO transition in the fourth quarter of 2024.

(5)	Gain on equity securities includes a $0.6 million realized gain from the partial sale of our securities and a $3.2 million unrealized gain from the mark-to-market adjustment on our remaining shares in 2024.

(6)

Transaction costs in 2024 includes employee termination costs and transition costs related to the sale of the EMEA staffing operations, costs and adjustments related to the acquisition of MRP and an adjustment to the indemnification related to our former Brazil operations. Costs related to the sale of the EMEA staffing operations were $12.0 million for the year ended 2024. Transaction costs related to the acquisitions of MRP and CTC were $6.6 million for the year ended 2024, net of a $3.4 million earnout liability

write-off.

In the fourth quarter of 2024, there was a $0.7 million reduction in the indemnification liability related to the sale of our Brazil operations in 2020. Transaction costs in 2023, which included employee termination costs, were related to the 2024 sale of the EMEA staffing operations.

(7)

Restructuring charges of $6.1 million in 2024 represent a continuation of the comprehensive transformation initiative that started in the second quarter of 2023 that will further streamline the Company’s operating model to enhance organizational efficiency and effectiveness. 2023 restructuring charges of $35.5 million represent severance costs, costs to execute a transformation initiative, lease terminations, and other costs to further cost management efforts in response to current demand levels and reflect a repositioning of our P&I staffing business to better capitalize on opportunities in local markets in the first quarter and to further streamline the Company’s operating model to enhance organizational efficiency and effectiveness as part of the comprehensive transformation initiative which started in the second quarter of 2023. 2021 restructuring charges of $4.0 million represent severance costs as part of cost

management actions designed to increase operational efficiencies within enterprise functions that provide centralized support to operating units. 2020 restructuring charges of $12.8 million represent severance costs and lease terminations in the first quarter of 2020 in preparation for the new operating model adopted in the third quarter of 2020 and additional severance costs in the fourth quarter of 2020 to provide sustainable cost reductions as a result of the continuing

COVID-19

demand disruption;

(8)

Gain on sale of assets represents the sale of Ayers Group in the second quarter of 2024. 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. Gain on sale of assets in 2020 primarily represents the excess of proceeds over the cost of the headquarters properties sold during the first quarter of 2020.

(9)	Gain on sale of EMEA staffing operations represents the gain as a result of the sale in January 2024.

(10)

Gain on forward contract in 2024 represents the settlement of the foreign currency forward contract in January 2024 relating to the sale of our EMEA staffing operations. Loss on forward contract in 2023 represents the unrealized

mark-to-market

losses on the foreign currency forward contract the Company entered into in the fourth quarter of 2023 to mitigate the exchange rate risk associated with the future cash proceeds for the sale of the EMEA staffing operations.

(11)

In 2022, the loss on the investment in Persol Holdings represents the change in fair value up until the date of the sale of the investment on February 15, 2022 as well as the loss on the sale of the investment during the period presented and the related tax benefit. In 2021 and 2020, the gain and loss on the investment in Persol Holdings represents the change in fair value of the investment during the periods presented and the related tax expense.

(12)

In 2022, the loss on foreign currency matters includes a $20.4 million loss on currency translation resulting from the substantially complete liquidation of the Company’s Japan entity, partially offset by a $5.5 million foreign exchange gain on the Japan entity’s

USD-denominated

cash balance. The foreign exchange gain is included in other (income) expense, net in the EBITDA calculation.

(13)	Loss on disposal in 2022 represents the write-off of the net assets of our Russian operations that were sold in the third quarter of 2022.

(14)	Gain on insurance settlement represents a payment received in the fourth quarter of 2021 related to the settlement of claims under a representations and warranties insurance policy purchased by the Company in connection with the acquisition of Softworld.

(15)	Customer dispute in 2020 represents a non-cash charge in Mexico to increase the reserve against a long-term receivable from a former customer based on an updated probability of loss assessment.

(16)	Equity in net earnings of affiliate represents the Company’s proportional share of the operating results of the equity affiliate.

Named Executive Officers, Footnote

Compensation for the

non-principal

executive officer (“CEO”) and average compensation for

non-CEO

named executive officers (“NEOs”) reflected in columns (c) and (e) represent the following individuals for the years shown: 2024 – Peter W. Quigley, Troy R. Anderson, Vanessa P. Williams, Daniel H. Malan, Nicola M. Soares, Olivier G. Thirot (former CFO), and Dinette Koolhaas (former Executive), 2023 – Peter W. Quigley, Olivier G. Thirot, Daniel H. Malan, Vanessa P. Williams and Dinette Koolhaas, 2022 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Vanessa P. Williams, and Darren L. Simons, 2021 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Tammy L. Browning, and Timothy L. Dupree, 2020 – Peter W. Quigley, Olivier G. Thirot, Dinette Koolhaas, Tammy L. Browning, and Daniel H. Malan.

PEO Total Compensation Amount

$ 4,128,439

$ 4,163,424

$ 3,535,281

$ 3,938,608

$ 1,550,693

Adjustment To PEO Compensation, Footnote

CEO and

Non-CEO

NEOs SCT Total for CAP Reconciliation:


	2024						2023						2022						2021						2020

	CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs			CEO			Non-CEO NEOs

Summary Compensation Table Total		$4,128,439			$1,980,551			$4,163,424			$1,407,120			$3,535,281			$1,331,744			$3,938,608			$1,640,264			$1,550,693			$786,788

Summary Compensation Table Stock Awards		($2,381,060	)		($1,012,030	)		($2,160,522	)		($555,116	)		($1,811,085	)		($524,293	)		($2,734,149	)		($974,762	)		($839,987	)		($326,162	)

FYE value of unvested awards granted during current year		$1,167,277			$605,532			$2,236,679			$617,264			$1,052,644			$334,843			$2,045,752			$789,365			$764,875			$405,599

Change in value of unvested awards from prior years		($1,333,842	)		($254,013	)		$793,531			$239,143			$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		$57,231			$13,275			$66,830			$20,763			$98,065			$22,069			$7,513			$2,122			($73,595	)		($18,452	)

Prior FYE value for awards not meeting performance requirements		($548,019	)		($242,651	)		($812,048	)		($183,487	)		($191,086	)		($41,686	)		($227,577	)		($53,637	)		—			—

Dividends accrued on unvested stock awards		$28,642			$10,006			$25,703			$9,948			$9,957			$3,404			$1,998			$877			$1,082			$399

Compensation Actually Paid		$1,118,668			$1,100,670			$4,313,597			$1,555,635			$2,762,629			$1,150,597			$2,864,364			$1,362,908			$1,334,735			$827,855

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,100,670

1,555,635

1,150,597

1,362,908

827,855

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

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 2024.

Most Important Performance Measures

Gross Profit

EBITDA $

EBITDA Margin

Revenue Growth

Stock Price

Net Income (Loss)

$ (600,000)

$ 36,400,000

$ (62,500,000)

$ 156,100,000

$ (72,000,000)

Name

Gross Profit

Pay vs Performance Disclosure

Non-GAAP Measure Description

(4)	The following amounts are the reconciliation of the CSM, EBITDA (in millions):


	2024			2023			2022			2021			2020

Net earnings (loss)		($0.6	)		$36.4			($62.5	)		$156.1			($72.0	)

Other (income) expense, net		3.3			(4.2	)		(1.6	)		3.6			(3.4	)

Income tax expense (benefit)		(21.3	)		(11.5	)		(7.9	)		35.1			(34.0	)

Depreciation and amortization		51.5			40.1			37.1			31.4			24.5

Goodwill impairment charge (1)		72.8						41.0						147.7

Asset impairment charge (2)		13.5			2.4

Integration costs (3)		10.0

Executive transition costs (4)		2.3

Gain on equity securities (5)		(3.8	)

Transaction (adjustments) costs (6)		17.9			6.9

Restructuring (7)		6.1			35.5						4.0			12.8

Gain on sale of assets (8)		(5.4	)					(6.2	)					(32.1	)

Gain on sale of EMEA staffing operations (9)		(1.6	)

(Gain) loss on forward contract (10)		(1.2	)		3.6

(Gain) Loss on investment in Persol Holdings (11)								67.2			(121.8	)		16.6

Loss on foreign currency matters (12)								20.4

Loss on disposal (13)								18.7

Gain on insurance settlement (14)											(19.0	)

Customer dispute (15)														9.5

Equity in net earnings of affiliate (16)								(0.8	)		(5.4	)		(0.8	)

Other, net					0.2			0.2			0.1			0.2

Adjusted		$143.5			$109.4			$105.6			$84.1			$69.0

(1)

Goodwill impairment charge in 2024 is driven by changes in market conditions and the result of the Company’s annual impairment test related to Softworld. 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. Goodwill impairment charge in 2020 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.

(2)

Asset impairment charge in 2024 for certain

right-of-use

assets related to our leased headquarters facility reflects adjustments to how we are utilizing the building as part of our ongoing transformation efforts. Asset impairment charge in 2023 represents the impairment of

right-of-use

assets related to an unoccupied existing office space lease.

(3)	Integration costs in 2024 reflect various initiatives aimed at both integrating the MRP acquisition and further aligning processes and technology across the Company.

(4)	Executive transition costs represent non-recurring expenses associated with our CFO transition in the fourth quarter of 2024.

(5)	Gain on equity securities includes a $0.6 million realized gain from the partial sale of our securities and a $3.2 million unrealized gain from the mark-to-market adjustment on our remaining shares in 2024.

(6)

Transaction costs in 2024 includes employee termination costs and transition costs related to the sale of the EMEA staffing operations, costs and adjustments related to the acquisition of MRP and an adjustment to the indemnification related to our former Brazil operations. Costs related to the sale of the EMEA staffing operations were $12.0 million for the year ended 2024. Transaction costs related to the acquisitions of MRP and CTC were $6.6 million for the year ended 2024, net of a $3.4 million earnout liability

write-off.

In the fourth quarter of 2024, there was a $0.7 million reduction in the indemnification liability related to the sale of our Brazil operations in 2020. Transaction costs in 2023, which included employee termination costs, were related to the 2024 sale of the EMEA staffing operations.

(7)

Restructuring charges of $6.1 million in 2024 represent a continuation of the comprehensive transformation initiative that started in the second quarter of 2023 that will further streamline the Company’s operating model to enhance organizational efficiency and effectiveness. 2023 restructuring charges of $35.5 million represent severance costs, costs to execute a transformation initiative, lease terminations, and other costs to further cost management efforts in response to current demand levels and reflect a repositioning of our P&I staffing business to better capitalize on opportunities in local markets in the first quarter and to further streamline the Company’s operating model to enhance organizational efficiency and effectiveness as part of the comprehensive transformation initiative which started in the second quarter of 2023. 2021 restructuring charges of $4.0 million represent severance costs as part of cost

management actions designed to increase operational efficiencies within enterprise functions that provide centralized support to operating units. 2020 restructuring charges of $12.8 million represent severance costs and lease terminations in the first quarter of 2020 in preparation for the new operating model adopted in the third quarter of 2020 and additional severance costs in the fourth quarter of 2020 to provide sustainable cost reductions as a result of the continuing

COVID-19

demand disruption;

(8)

Gain on sale of assets represents the sale of Ayers Group in the second quarter of 2024. 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. Gain on sale of assets in 2020 primarily represents the excess of proceeds over the cost of the headquarters properties sold during the first quarter of 2020.

(9)	Gain on sale of EMEA staffing operations represents the gain as a result of the sale in January 2024.

(10)

Gain on forward contract in 2024 represents the settlement of the foreign currency forward contract in January 2024 relating to the sale of our EMEA staffing operations. Loss on forward contract in 2023 represents the unrealized

mark-to-market

losses on the foreign currency forward contract the Company entered into in the fourth quarter of 2023 to mitigate the exchange rate risk associated with the future cash proceeds for the sale of the EMEA staffing operations.

(11)

In 2022, the loss on the investment in Persol Holdings represents the change in fair value up until the date of the sale of the investment on February 15, 2022 as well as the loss on the sale of the investment during the period presented and the related tax benefit. In 2021 and 2020, the gain and loss on the investment in Persol Holdings represents the change in fair value of the investment during the periods presented and the related tax expense.

(12)

In 2022, the loss on foreign currency matters includes a $20.4 million loss on currency translation resulting from the substantially complete liquidation of the Company’s Japan entity, partially offset by a $5.5 million foreign exchange gain on the Japan entity’s

USD-denominated

cash balance. The foreign exchange gain is included in other (income) expense, net in the EBITDA calculation.

(13)	Loss on disposal in 2022 represents the write-off of the net assets of our Russian operations that were sold in the third quarter of 2022.

(14)	Gain on insurance settlement represents a payment received in the fourth quarter of 2021 related to the settlement of claims under a representations and warranties insurance policy purchased by the Company in connection with the acquisition of Softworld.

(15)	Customer dispute in 2020 represents a non-cash charge in Mexico to increase the reserve against a long-term receivable from a former customer based on an updated probability of loss assessment.