kfrc-20260313

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a party other than the Registrant ¨


Check the appropriate box
¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Pursuant to Rule 14a-12

KFORCE INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


2026			Proxy Statement

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2026 Annual Meeting of Kforce Inc. Shareholders (the Annual Meeting).


DATE	Wednesday, April 22, 2026	TIME	8:00 a.m. Eastern Time
LOCATION	1150 Assembly Drive, Suite 500, Tampa, Florida 33607	RECORD DATE	February 20, 2026

Proposals and Voting Recommendations


Proposal	Description	Board Recommendation	Page Reference
1	Elect three Class II directors nominated by the Board of Directors of Kforce Inc. to serve until 2029	FOR	12
2	Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for 2026	FOR	19
3	Conduct an advisory vote on executive compensation	FOR	48
4	Approve the Kforce Inc. 2026 Stock Incentive Plan	FOR	49
5	Attend to other business properly presented at the meeting

The proxy statement, proxy card and Kforce’s 2025 Annual Report to Shareholders are being mailed on or about March 13, 2026. Regardless of whether or not you plan to attend the annual meeting, we encourage you to vote your shares online, by phone, or by signing, dating and mailing the enclosed proxy card.

If you need further assistance, please contact Kforce Investor Relations at (813) 552-5000. Thank you for your continuing support.

By the Order of the Board of Directors,

David M. Kelly

Corporate Secretary

Tampa, Florida

March 13, 2026


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 22, 2026. This proxy statement and our 2025 Annual Report to Shareholders are available at https://investor.kforce.com/financials/annual-reports/default.aspx.

Table of Contents

LETTER TO OUR SHAREHOLDERS

At Kforce, we combine technical knowledge and industry expertise to create solutions that power the future. We are innovators, thought leaders and high performers who work with our clients, consultants and candidates to move Together Toward Tomorrow®.

In 2025, a persistently weak labor market and limited job growth contributed to the broader technology services sector seeing its third consecutive year of revenue declines. While companies remain cautious about permanent hiring, we believe they typically shift first to flexible talent as they assess the durability of macroeconomic conditions, an approach we believe may be reflected in our recent operating trends and suggestive of a more typical cyclical pattern. Over the past year‑plus, AI and the surrounding noise have also materially influenced the market. Companies have been required to assess what this revolution in technology means to their technology roadmaps, which we believe also may have contributed to the relative restraint by clients in making significant long-term technology investments over the last several years. Against this backdrop of economic and technological uncertainty, demand for flexible talent is likely to increase as organizations prioritize agility. We remain confident that, over time, AI will be a net positive for our business both in terms of client demand and internal productivity gains.

Operating conditions across the technology services sector remained subdued throughout 2025, but our Technology business showed increasing signs of stabilization and momentum in the second half of the year. Performance strengthened sequentially, culminating in a fourth quarter that exceeded expectations. This momentum was carried into early 2026, which we believe reflects both the strength in our client portfolio and the critical nature of the work our teams deliver.

We made tremendous progress in 2025 with our strategic initiatives, including the future-state implementation of Workday as our enterprise cloud application for human capital management and financials, the evolution of our offshore delivery capability in India and the further integration of the full spectrum of our service offerings across the Firm as One Kforce. Mid-year, we formalized a fourth strategic priority to better coordinate and enhance significant investments already being made: Empowering our Firm strategy through AI. Each of our enterprise priorities are expected to meaningfully contribute to us attaining our future financial objectives.

Our expert team of technologists created meaningful change for clients throughout 2025, particularly when generating, strategizing and building AI solutions and helping our clients with extensive preparedness work ahead of AI. In 2025, we put in place the framework to launch the Kforce Innovation Experience, a living, breathing ecosystem where bold ideas become transformative realities. In 2026, clients will be able to join us at our Kforce Innovation Studio in Tampa to co-create alongside AI experts and domain practitioners in a space designed for rapid experimentation and breakthrough thinking. And Knowledgeforce India, which began supporting client engagements in January 2025, is evolving to contain a Center of Excellence, where our global AI team will turn prototypes into scalable platforms. Our capability in Pune, India, when combined with a strong U.S. sales and delivery capability and a high-quality vendor network, will help us more fully address the evolving needs of our clients, whether onshore, nearshore or offshore. 

We believe generative AI, and its offshoots into agentic AI and cognitive AI, is in the early innings of evolution and provides opportunities for Kforce. Securing the right talent, organizing the right teams and launching focused enterprise-level initiatives is essential for organizations to successfully adopt and maximize these new tools. Our strong position should allow us to increase client-share and attract new clients, continuing our track record of gaining market share and reinforcing the solid foundation that drives lasting value for our shareholders. Our domestically focused, organic growth strategy continues to serve us well by minimizing distractions and enabling our people to fully concentrate on partnering with clients to solve their most critical business challenges. 

We remain committed to sound governance, employee well-being and reducing our environmental impact. Our overall ESG strategy is outlined in our annual Sustainability Report, which will be published later this year.

Successful companies invest in both technology and people. At Kforce, our people are our strength. Their wisdom, creativity and resilience are our greatest assets. We are blessed to have a high performing team that is tenured, dedicated and passionate. We could not be more excited about the future of Kforce.



David L. Dunkel, Chairman	Elaine D. Rosen, Lead Independent Director	Joseph J. Liberatore, President and Chief Executive Officer, Director

2 Kforce 2026 Proxy Statement

Table of Contents

TABLE OF CONTENTS


BOARD AND CORPORATE GOVERNANCE		Role of the Board of Directors	4
		Leadership Structure	5
		Committee Structure	6
		Directors' Time Commitments	7
		Board's Role in Risk Oversight	8
		Our Board of Directors	10
		Biographical Information for Our Director Nominees	11
	Proposal 1	Election of Directors	12
		Biographical Information for Our Continuing Directors	13
		Composition and Diversity	15
		Environmental, Social and Governance (ESG) Oversight and Activities	16
		Related Party Transactions, Compensation Committee Interlocks and Insider Participation	17
		Director Compensation	18
	Proposal 2	Ratification of Appointment of Independent Registered Public Accountants	19

EXECUTIVE COMPENSATION		Executive Officers	21
		Compensation Discussion and Analysis	22
		Executive Summary	23
		Our Compensation Principles, Components and Practices	24
		Named Executive Officer Compensation	29
		Executive Compensation Tables	36
		CEO Pay Ratio	43
		Pay versus Performance	44
	Proposal 3	Advisory Vote on Executive Compensation	48
	Proposal 4	Approval of Kforce Inc. 202 6 Stock Incentive Plan	49

OTHER MATTERS		Securities Authorized for Issuance Under Equity Compensation Plans	56
		Stock Ownership Information	56
		General Information	58
		Shareholder Communications, Proposals and Other Matters	60
		Appendix A. Kforce Inc. 202 6 Stock Incentive Plan	61
		Appendix B . Reconciliation of (1) Adjusted Diluted Earnings Per Share and (2) EPS Financial Incentive Metric Attainment	77

3 Kforce 2026 Proxy Statement

Table of Contents

BOARD AND CORPORATE GOVERNANCE

ROLE OF THE BOARD OF DIRECTORS

The primary functions of our Board of Directors (the Board) are to:


•oversee the performance of management on behalf of our shareholders;			•monitor adherence to the Firm’s established procedures, standards and policies;
•advocate on behalf of the long-term interests of our shareholders;			•provide active oversight of risks that could affect Kforce, including cybersecurity and AI risks; and
•discuss and consider the Firm’s strategic planning and executive succession activities;			•promote sound corporate governance policies and practices;
•review and approve the Firm’s long-term strategic plan developed by management;			•provide oversight of the Firm’s ESG program;
•provide active oversight of the Firm’s leverage of artificial intelligence (AI) internally and its positioning to capture future AI demand; and			•carry out other duties and responsibilities as may be required by state and federal laws, as well as the New York Stock Exchange (“NYSE”) rules.

We believe that sound corporate governance is fundamental to the overall success of Kforce (the “Firm”). Our key governance documents, including our Corporate Governance Guidelines and Commitment to Integrity, are available at http://investor.kforce.com/governance/governance-documents.

In conjunction with management reports and dialogue with executive leadership, the Board reviews various operational, strategic, financial, capital markets and legal compliance areas, business and sector trends, as well as the Firm’s progress against established objectives and risks. At each quarterly Board meeting, our Board receives:


			an executive summary that includes, among other items, any pertinent risks related to our business						management’s analysis on the current state of the staffing and solutions industries and corporate development activities

			the Firm’s financial and operational performance, including progress against our expectations and plans						insights on human capital trends and productivity metrics

			an update on the Firm’s accomplishments and near-term objectives associated with our strategic priorities						a report on the Firm’s Enterprise Risk Management (ERM) program

			updates on relevant matters from each of the committees of the Board						an update on significant claims and litigation and an ethics hotline summary

			management’s assessment of the current state of the capital markets and macro-economic environment						updates as needed on key legal and regulatory changes and potential impacts on our business

			reports on other matters that may arise from time to time, including a quarterly update from the Audit Committee on any significant cybersecurity related items

On a monthly basis, our Board receives:


•A financial update from management, including operating trends against expectations;
•A description of certain significant events and risk factors, if any, that have occurred in the period; and
•Any other necessary items requiring the attention of the Board on an interim basis.

4 Kforce 2026 Proxy Statement

Table of Contents

On an annual basis, executive management and our Board discuss the Firm’s near-term and longer-term strategic objectives, management’s progress towards its objectives and any necessary changes to our strategies based on our position and the evolving external landscape. Additionally, management engages in dedicated sessions with the Board related to the Firm’s cybersecurity program and shareholder engagement matters. Also, the full Board participates in annual education sessions on matters deemed pertinent by the Nomination Committee and full Board. The Board education topics have varied in recent years to include Generative AI (GenAI), the state of shareholder activism activities in the market, regulatory updates, ESG programs, cybersecurity, as well as other topics, and are usually facilitated by independent subject matter experts.

LEADERSHIP STRUCTURE

Our Board continues to be led by its Chairman, David L. Dunkel, who served as our CEO for more than 40 years before retiring from that role in 2021. Mr. Dunkel has continued his service to Kforce solely as non-executive Chairman of the Board. This leadership structure is complemented and balanced by a Lead Independent Director, fully independent Audit, Compensation, Nomination and Corporate Governance Committees, and a Board composed of a majority of independent directors.

The Lead Independent Director, among other responsibilities, presides over Board meetings in the Chairman’s absence, assists in overseeing CEO performance and succession planning and is engaged in more significant Board matters. The Board believes this structure provides an effective, efficient and appropriate framework for oversight and governance.

Mr. Dunkel possesses a deep and unparalleled understanding of the Firm’s business and operations. The Board believes that his extensive knowledge and experience uniquely position him to lead and support the execution of the Board’s strategic direction as Chairman, while the Lead Independent Director enhances Board processes, controls and overall cohesiveness and effectiveness.


Our commitment to Board independence is further reinforced by a Lead Independent Director, a majority of independent directors, and fully independent directors serving on each of the Audit, Compensation, Nomination and Corporate Governance Committees. This structure ensures that oversight of the key matters within each Committee’s purview resides with independent directors, thereby strengthening the Firm’s governance framework. All continuing directors and director nominees are independent under the NYSE listing standards, with the exception of Mr. Dunkel and Mr. Liberatore. No family relationships exist among any of our continuing directors, director nominees or executive officers. The Board and executive management are committed to maintaining ongoing dialogue with shareholders and regularly seek shareholder input on governance matters, including the Board’s leadership structure. Shareholder perspectives are considered as part of the Board’s evaluation and decision-making process. Additional information regarding our shareholder engagement efforts is summarized in the “Consideration of Shareholder Feedback” section of this Proxy Statement.

5 Kforce 2026 Proxy Statement

Table of Contents

COMMITTEE STRUCTURE

Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nomination Committee and the Corporate Governance Committee. These Committees enable more comprehensive review and oversight of key areas than would be practical during quarterly Board meetings alone.

The Board has determined that the chair and all members of each of the Audit, Compensation, Nomination and Corporate Governance Committees are independent under the applicable NYSE listing standards and SEC Rules, as required. Committee members and the independent directors meet regularly in executive session without management present.

Each Committee is empowered to retain or obtain advice from independent legal counsel, accountants or other advisors as it deems necessary to fulfill its responsibilities. Each Committee also operates pursuant to a written charter, all of which are available on our website at http://investor.kforce.com/governance/governance-documents. Additional information regarding the composition and responsibilities of each Committee is described below.


Corporate Governance Committee
Members:			Roles and Responsibilities of the Committee:
Elaine D. Rosen (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 governance practices (including ESG); and provide a channel for communication with the CEO. The Corporate Governance Committee also coordinates a formal annual evaluation of the performance of the Board, each of its committees and the CEO. Each member of the Board who is independent (as determined under the NYSE listing standards) serves on the Corporate Governance Committee. This committee is designed to fulfill the requirements of §303A.03 of the NYSE Listed Company Manual (i.e., through the meetings of this committee, our independent directors meet regularly in executive session without any of our management present). The Firm’s Lead Independent Director serves as the Chair of the Corporate Governance Committee and presides over each meeting of the committee.
Derrick D. Brooks
Catherine H. Cloudman
Ann E. Dunwoody
Mark F. Furlong
Randall A. Mehl
N. John Simmons
Number of Meetings:
4

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 Firm’s ERM program. The Board also delegated responsibility for the Firm’s cybersecurity program and data privacy practices to the Audit Committee. 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 legal counsel or other experts. The Audit Committee also has the responsibility for selecting, evaluating, compensating and monitoring the independence and performance of the Firm’s independent auditors in conducting its audits and reviews, reviewing and approving related party transactions, and overseeing the Firm’s internal audit function and ERM program, including cybersecurity, data privacy, risks related to the use of AI and ESG disclosures. At each quarterly meeting, or more frequently as needed, the members of the Audit Committee meet in executive session and meet regularly in separate executive sessions with the Firm’s Vice President of Internal Audit, General Counsel and independent registered public accountants, Deloitte & Touche LLP. The Board has determined that Mr. Furlong, Ms. Cloudman and Mr. Simmons are considered audit committee financial experts, as defined by SEC Rules.
Catherine H. Cloudman
N. John Simmons
Number of Meetings:
5

6 Kforce 2026 Proxy Statement

Table of Contents


Compensation Committee
Members:			Roles and Responsibilities of the Committee:
Randall A. Mehl (Chair)			The Compensation Committee is responsible for the development of the compensation principles that guide the design of the Firm’s named executive officer compensation program, which includes: reviewing and approving the named executive officer compensation plans; approving any new or amended employment agreements for the Firm’s named executive officers; issuing grants or awards to the Firm’s named executive officers under its long-term incentive program; and preparing an annual report on the Firm’s named 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 an independent compensation consultant to assist in the evaluation of director and named executive officer compensation. The Compensation Committee engages an independent compensation consultant each year, including 2025, to assist in discharging its responsibilities.
Mark F. Furlong
Elaine D. Rosen
Number of Meetings:
5


Nomination Committee
Members:			Roles and Responsibilities of the Committee:
Ann E. Dunwoody (Chair)			The Nomination Committee is responsible for: identifying and recommending candidates; assessing the size and composition of the Board; ensuring appropriate Board diversity; establishing procedures for the nomination process; and overseeing board education and training. 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 and qualified candidates for election to the Board. However, the Nomination Committee is committed to selecting directors who bring diversity, experience and integrity to the Board, as further described in the section titled “Composition and Diversity” in this Proxy Statement. The Nomination Committee will consider director candidates recommended by shareholders. Refer to the section titled “Shareholder Communications, Proposals and Other Matters” in this Proxy Statement for more information on shareholder nominations.
Derrick D. Brooks
Randall A. Mehl
Number of Meetings:
4

During 2025, the Board held five meetings, and the four committees of the Board held a total of 18 meetings. Each director attended 100% of the Board meetings, and all of the directors attended 100% of the committee meetings on which he or she served. Our Corporate Governance Guidelines invite, but do not require, our directors to attend our annual meeting of shareholders. Two directors attended the annual meeting of shareholders held on April 23, 2025.

DIRECTORS’ TIME COMMITMENTS

Pursuant to Kforce’s Corporate Governance Guidelines, non‑employee directors are limited to serving on no more than four public‑company boards, and the Chief Executive Officer is limited to serving on no more than two public‑company boards, in each case including Kforce. The Audit Committee’s charter generally prohibits a member of the Audit Committee from serving on more than three audit committees of public-company boards (including Kforce). In the context of reviewing our directors’ continued ability to dedicate sufficient time to our Board, Kforce assesses each director’s compliance with these policies. Each of our directors is currently compliant with these policies.

7 Kforce 2026 Proxy Statement

Table of Contents

BOARD’S ROLE IN RISK OVERSIGHT

Identifying, assessing and managing risks, including cybersecurity, AI or ESG-related risks, could affect our business and is essential to our long-term success and our ability to create sustained shareholder value. The Board, both as a whole and through its Committees, plays an active role in overseeing the Firm’s risk profile and the processes designed to manage and mitigate those risks. The Board’s primary framework for evaluating enterprise-wide risk and monitoring management’s mitigation efforts is through a comprehensive, integrated ERM program.

Enterprise Risk Management

Our ERM program is designed to regularly evaluate the Firm’s risk landscape and, takes it a step further in certain areas, to test our preparedness for a broad range of potential events, including severe weather incidents, threats to our systems and data security, financial fraud or loss, and other significant operational or strategic risks. As part of this process, potential and actual risks are assessed, ranked, and prioritized into one of the following four categories:



Traditional monetary risks, including those related to cash and treasury management activities, risks inherent in achieving our profitability objectives, compliance with regulatory reporting requirements, and exposure to potential fraudulent activities.						Risks associated with the general execution of the business, including key operational processes and strategies such as payroll and business continuity; cybersecurity and data privacy risks; and risks from evolving, disruptive or enabling technologies (e.g., AI).


Risks associated with the acquisition, development and retention of our clients, including contractual compliance and any associated concentration risks, as well as retention risks involving our associates who support our clients, candidates and consultants.						Compliance risks arising from areas including, but not limited to, worker classification and related claims, hiring practices, foreign worker compliance and other employment-related risks. These risks may originate from local, state or federal regulations.

Our Vice President of Internal Audit, in collaboration with our General Counsel, oversees and facilitates the Firm’s ERM process. Each of the four risk categories described above encompass specific risks that could materially impact Kforce. Each category is the focus of a designated fiscal quarter, enabling a comprehensive assessment of all risks at least annually. During these in-depth reviews, the team engages the relevant stakeholders, including key members of senior management, to evaluate the potential business impact and likelihood of residual risk. This evaluation incorporates external factors and current mitigation efforts and is used to determine whether additional action plans are warranted. Our internal audit team, which reports directly to the Audit Committee, uses insights from the ERM program to develop a risk-based audit plan that is reviewed and approved by the Audit Committee each year. The ERM program itself is also evaluated annually, with support from independent third parties, to benchmark practices and implement enhancements as appropriate.

To support the Audit Committee in fulfilling its oversight responsibilities related to compliance and risk, the Vice President of Internal Audit provides the Committee with a quarterly report on the risk category under review for that period. This interaction also enables the Audit Committee to offer guidance on existing and future risk mitigation strategies. The Board also receives a summary of the ERM report each quarter to maintain visibility into the Firm’s overall risk profile.

Cybersecurity and Other

The Board is actively engaged in the oversight of cybersecurity and data privacy. The Audit Committee assists the Board in meeting its responsibility to oversee cybersecurity and data privacy strategies and practices. On a quarterly basis, the Audit Committee receives updates on (a) our progress meeting objectives established in our cybersecurity maturity roadmap, (b) relevant reported cybersecurity events in the overall market (and for Kforce, if any) and evolving risks, (c) results of work performed by our information security organization (ex. penetration tests, cybersecurity program maturity assessments) and (d) detailed reports of cybersecurity trends within the Firm. We engage subject matter experts in conducting independent assessments of our cybersecurity program maturity, penetration tests and other evaluations to benchmark and enhance our security posture.

8 Kforce 2026 Proxy Statement

Table of Contents

Senior management, including our Chief Information Security Officer (CISO), brief the Board on an annual basis on our cybersecurity and information security posture and cybersecurity incidents deemed to have a moderate business impact (even if the incidents do not rise to the level of being material). Annually, the Board and management participate in a strategy discussion on cybersecurity, among others.

To further enhance the Board and Audit Committee’s role in overseeing cybersecurity risks, the Board formed a special working group that is comprised of two members of the Audit Committee, Ms. Cloudman and Mr. Simmons, to have more frequent and detailed dialogue with executive management (including our COO, CFO, CISO and VP of Internal Audit) on all areas pertaining to cybersecurity. This working group provides updates on a quarterly basis, or more frequently if necessary, to the Audit Committee. As a result, in part, of our ongoing efforts to strengthen our cybersecurity program, the Firm has not experienced a material breach to date.

Management also provides the Audit Committee with an annual overview of Kforce’s various lines of insurance that we maintain, including our cybersecurity insurance policy. The Audit Committee provides the Board with quarterly updates on the Firm’s risks and ERM program findings, including cybersecurity risk and data privacy practices. Additional information can be found in Item 1C. Cybersecurity, in our Form 10-K for the fiscal year ended December 31, 2025.

In addition, the Board oversees the Firm’s ESG policies and strategy, with certain responsibilities delegated to Board committees that play an active role in ESG-related compliance and oversight.

Each Committee considers risk within its respective area of responsibility as summarized below. Committee chairs report on their respective areas to the Board at each quarterly Board meeting, including significant risks identified within its purview and management’s response to those risks.

Audit

Compensation

Nomination

Corporate Governance

Oversees risk assessment
activities, ERM program
(including cybersecurity,
data privacy, AI and ESG
disclosures) and annual
internal audit plan

Oversees executive
compensation plan design,
including evolving trends
and best practices

Oversees Board refreshment
activities including director
succession risk

Provides leadership
oversight of ethical
standards and governance
practices

Monitors and receives reports on the Firm’s cybersecurity risks and incidents and ensures data privacy practices comply with rules and regulations

Responsible for preparing
required disclosures
regarding executive
compensation practices

Establishes procedures for
the Board’s nomination
process

Provides a forum for the
independent directors to
meet without management

Monitors risks related to the Firm’s financial statements, systems, reporting process and compliance

Reviews executive
compensation and benefits
policies and practices

Recommends candidates for
election to the Board

Reviews and recommends
changes to the Corporate
Governance Guidelines

Reviews and approves
related-party transactions
and relationships involving
directors and executive
officers

Determines whether
executive compensation and
benefits policies and
practices are reasonably
likely to have a material
adverse effect on the Firm

Oversees education and
training (e.g., AI, shareholder
engagement matters, ESG),
recommends board diversity
representation and
evaluates director
composition to support ESG-related responsibilities

Conducts and oversees the evaluation of the CEO and Board’s performance and assesses the sufficiency of their respective responsibilities

9 Kforce 2026 Proxy Statement

Table of Contents

OUR BOARD OF DIRECTORS

The Board currently consists of three nominees and six continuing directors. The directors are divided into three classes serving staggered three-year terms. The following table sets forth (as of the date of this filing) the names, ages and certain other information for each of our directors (including those who are nominees for election at the Annual Meeting).


	Name	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated	Independent	Audit Comm	Comp. Comm	Nomin. Comm	Corp. Gov. Comm
	Board of Director Nominees for Election
Class II	Derrick D. Brooks	52	Director	2021	2026	2029
	Ann E. Dunwoody	73	Director	2016	2026	2029
	N. John Simmons	70	Director	2014	2026	2029
	Continuing Directors
Class III	Catherine H. Cloudman	56	Director	2020	2027	N/A
	David L. Dunkel	72	Chairman	1994	2027	N/A
	Mark F. Furlong	68	Director	2001	2027	N/A
Class I	Joseph J. Liberatore	63	CEO Director	2021	2028	N/A
	Randall A. Mehl	58	Director	2017	2028	N/A
	Elaine D. Rosen	73	Director	2003	2028	N/A

Legend:

Lead Independent Director

Chair

Member

Financial Expert

The Class II nominees identified above have been nominated to serve as directors for a three-year term expiring at the 2029 annual meeting of shareholders. All of the nominees are currently directors of Kforce and were previously elected by our shareholders.

10 Kforce 2026 Proxy Statement

Table of Contents

BIOGRAPHICAL INFORMATION FOR OUR DIRECTOR NOMINEES

The biographies of each director nominee are set forth below, together with a description of the experiences, qualifications, attributes or skills that the Nomination Committee and the Board considered in determining that each nominee is well-qualified to serve as a director of Kforce.

NOMINEES FOR ELECTION, CLASS II DIRECTORS - TERMS EXPIRE IN 2029



Derrick D. Brooks
		Mr. Brooks was named the Chief Operating Officer of the University of South Florida Athletics in October 2025. He also serves as an on-field appeals officer for the National Football League. He was the Executive Vice President of Corporate and Community Development of Vinik Sports Group from 2019 to October 2025. He previously served as the President of Tampa Bay Sports & Football Entertainment LLC and was the owner of the Tampa Bay Storm Arena Football Team from 2011 to 2019. Mr. Brooks served as the Managing Member of Brooks 55 Labor Enterprises, L.L.C., a full-service temporary and direct hire staffing company that provided staffing, administrative solutions and on-time labor needs, from 2006 to 2012. He also served as an NFL analyst for ESPN from 2009 to 2011. From 1995 to 2009, Mr. Brooks played for the Tampa Bay Buccaneers, was a Super Bowl Champion and a nine time All-Pro. In 2014, Mr. Brooks was inducted into the Pro Football Hall of Fame and the Capital One Academic All-America Hall of Fame and was named the 2000 Walter Payton NFL Man of the Year Award Winner. Mr. Brooks has a long history of community leadership. Among his other activities and services, Mr. Brooks has been the President and Founder of the Derrick Brooks Charities, Inc. since 2003, and has served on the board of Brooks Debartolo Charities, Inc. since 2006. He previously served on the board of the Florida State Fair Authority from 2017 to 2022. He served as a member of the board of trustees of Florida State University from 2003 to 2011. He has also served on the boards of the Florida Department of Education Foundation from 2004 to 2010, St. Leo's University from 2007 to 2010, and the Florida Governor's Council on Physical Fitness from 2007 to 2010. The Board believes that Mr. Brooks brings a unique perspective to the Board through his experience in the sports and entertainment industry and provides valuable leadership experience and knowledge through his community involvement and familiarity with the staffing solutions industry.
Director since 2021		Other Current Public Company Board(s): None	Kforce Board Committee(s): Nomination and Corporate Governance
Age	52


Ann E. Dunwoody
		General (Ret.) Dunwoody was the first woman in U.S. military history to achieve the rank of four-star general. In November 2025, General (Ret.) Dunwoody became a member of the J.P. Morgan External Advisors Council to guide that firm’s new Security and Resiliency Initiative. She currently serves on the Fidelity Fixed Income Asset Allocation (FIAA) Board of Trustees and Audit Committee, and she joined the Nomination and Governance Committees in November 2025. She also serves on the Board of Directors of the Automattic Inc. Board of Directors. 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 an annual budget of $60 billion dollars. Her prior board service includes Republic Services Inc., L-3 Communications, and the Florida Institute of Technology. She also served as the President of First 2 Four LLC and as a director of Noble Reach Foundation, a nonprofit formerly part of Logistics Management Institute. General (Ret.) Dunwoody is the author of “A Higher Standard: Leadership Strategies from the First Female Four Star General”, and has received numerous honors, including the Theodore Roosevelt NCAA award, the Ellis Island Medal of Honor, the Orde National du Merite and U.S. Military Academy’s 2019 Thayer Award. 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 has also served as a member of the Board of Directors on other publicly traded, private and not for profit companies. She is engaged in numerous charitable and civic activities, which the Board believes allows her to provide a valuable and varied perspective to the Board.
Director since 2016		Other Current Public Company Board(s): None	Kforce Board Committee(s): Nomination (Chair) and Corporate Governance
Age	73

11 Kforce 2026 Proxy Statement

Table of Contents


N. John Simmons
		Mr. Simmons has been the CEO of Growth Advisors, LLC, an advisory firm focused on high-growth companies, since 2012. He previously served as the COO and CFO of DeMert Brands, Inc., a manufacturer and distributor of haircare products. 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 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. Earlier in his career, Mr. Simmons’ served as the CEO and President of Lifestyle Family Fitness, Inc.; President of New Homes Realty, a residential real estate company; President of Quantum Capital Partners, a venture capital firm; VP and Controller of Eckerd Corporation; CFO of Checkers Drive-In Restaurants; and audit partner for 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	70

PROPOSAL 1. ELECTION OF DIRECTORS

NOMINEES

The Nomination Committee has recommended, and our Board has approved, each of Derrick D. Brooks, Ann E. Dunwoody and N. John Simmons as nominees for election as Class II directors at the Annual Meeting. If elected, the Class II directors will serve until our 2029 annual meeting of shareholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of the Firm and was previously elected by our shareholders. For information concerning the nominees, please see the section titled “Biographical Information for our Director Nominees.” Each of the nominees is willing and able to stand for election at the Annual Meeting, and we do not know of any reason why any of the nominees would be unable to serve as a director. If any nominee becomes unable or unwilling to stand for election, the Board may reduce its size or designate a substitute. If a substitute is designated, proxies voting for the original nominee will be cast for the substituted nominee.

VOTE REQUIRED

We use a majority voting standard for uncontested elections. The election of directors at this year’s Annual Meeting is an uncontested election, and thus, the majority voting standard applies. To be elected, the votes for a director must exceed 50% of the votes actually cast with respect to the director’s election. Votes actually cast excludes abstentions and broker non-votes.


THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.

12 Kforce 2026 Proxy Statement

Table of Contents

BIOGRAPHICAL INFORMATION FOR OUR CONTINUING DIRECTORS


CLASS III DIRECTORS - TERMS EXPIRE IN 2027
Catherine H. Cloudman
						Ms. Cloudman joined the board of D.J. St. Germain Company, LLC, an investment management company, in December 2025. She also serves on the board of Hussey Seating Company, a manufacturer of telescopic and stadium seating, where she has chaired the Personnel and Compensation Committee since 2015. In addition, Ms. Cloudman is a board member of Maine Community Bank, chairing the Director’s Loan Committee and serving on the Audit, Technology and Director’s Loan Risk Assessment committees. Prior to her Maine Community Bank board service, she was a board member of Gorham Savings Bank, which merged with Maine Community Bank as of January 1, 2025. She was also a board member of Systems Engineering, an employee-owned IT managed services company,from 2015 to December 2025. Ms. Cloudman sits on the Board of Zachau Construction, an employee-owned commercial construction firm, t

SEC Form DEF 14A filed by Kforce Inc.