XML 34 R2.htm IDEA: XBRL DOCUMENT v3.23.1
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 Versus Performance

The following table reports the compensation of our Principal Executive Officer (“PEO”)1 and the average compensation of the other NEOs1 as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Comp Table
(SCT) - PEO
Compensation
Actually Paid
(CAP) – PEO(2)
Average
SCT
Non-PEOs
Avg CAP -
Non-PEOs(3)
Total
Shareholder
Return
Peer Group
Shareholder
Return(4)
Net Income
(in thousands)
Revenue 
(in thousands)(5)
2022
$9,391,554
$(945,769)
$4,226,824
$(594,670)
$124.11
$110.84
$657,919
$7,238,142
2021
$8,971,474
$31,454,099
$4,029,518
$15,993,523
$183.81
$146.45
$598,626
$6,461,444
2020
$6,595,507
$7,439,020
$3,458,542
$3,620,347
$101.36
$98.25
$306,276
$5,109,000

(1)
During 2020-2022, Mr. M. Keith Waddell was our CEO. During 2020-2022, the Company’s non-PEO NEOs consisted of Mr. Michael C. Buckley, Paul F. Gentzkow, Robert W. Glass, and Harold M. Messmer.
(2)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The applicable adjustments that were made to determine CAP for the PEO are summarized in the following table:
Year
Summary
Comp Table
Subtract: Stock
Awards in
Summary
Comp Table
Add fair value
of all awards
granted during
the fiscal year
that are
outstanding and
unvested
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that are
outstanding and
unvested
Add the
fair
value of
awards
that are
granted
and vest
in the
same
year
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that vested
Subtract
the fair
value of
any
awards
granted in
any prior
fiscal year
that fail to
meet the
applicable
vesting
conditions
Add any
dividends or
other
earnings paid
on awards
that are not
otherwise
included in
the total
compensation
for the
covered fiscal
year
Compensation
Actually Paid
(CAP)
2022
$9,391,554
$(5,304,563)
$4,509,735
$(9,246,281)
​$0
$(296,214)
​$0
​$0
$(945,769)
2021
$8,971,474
$(5,202,987)
$12,062,350
$14,239,450
​$0
$1,383,812
​$0
​$0
$31,454,099
2020
$6,595,507
$(4,575,965)
$7,360,830
$458,750
​$0
$(2,400,102)
​$0
​$0
$7,439,020
(3)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The applicable adjustments that were made to determine CAP for the non-PEO NEOs is summarized in the following table:
Year
Summary
Comp Table
Subtract: Stock
Awards in
Summary
Comp Table
Add fair value
of all awards
granted during
the fiscal year
that are
outstanding and
unvested
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that are
outstanding and
unvested
Add the
fair value
of awards
that are
granted
and vest in
the same year
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that vested
Subtract the
fair value of
any awards
granted in any
prior fiscal
year that fail
to meet the
applicable
vesting
conditions
Add any
dividends or
other
earnings paid
on awards
that are not
otherwise
included in
the total
compensation
for the
covered fiscal
year
Compensation
Actually Paid
(CAP)
2022
$4,226,824
$(2,185,148)
$1,857,728
$(4,301,705)
​$0
$(192,369)
​$0
​$0
$(594,670)
2021
$4,029,518
$(2,143,374)
$4,969,092
$8,239,605
​$0
$898,682
​$0
​$0
$15,993,523
2020
$3,458,542
$(2,337,509)
$3,760,082
$297,925
​$0
$(1,558,693)
​$0
​$0
$3,620,347
(4)
The peer group used for calculating Peer Group Total Shareholder Return consists of the following corporations providing temporary or permanent employment services: Kelly Services, Inc.; Kforce, Inc.; ManpowerGroup; and Resources Connection Inc. This is the same group of companies used to prepare the Stock Performance Graph disclosed in the Company’s Annual Report on Form 10-K.
(5)
The Company has identified revenue as the company-selected measure for the pay versus performance disclosure, as it represents the most important performance measure not otherwise required to be disclosed in the table, which includes net income, that the Company uses to link compensation actually paid to the Company’s NEOs to Company performance for the most recently completed fiscal year.
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote [Text Block]
(1)
During 2020-2022, Mr. M. Keith Waddell was our CEO. During 2020-2022, the Company’s non-PEO NEOs consisted of Mr. Michael C. Buckley, Paul F. Gentzkow, Robert W. Glass, and Harold M. Messmer.
   
Peer Group Issuers, Footnote [Text Block]
(4)
The peer group used for calculating Peer Group Total Shareholder Return consists of the following corporations providing temporary or permanent employment services: Kelly Services, Inc.; Kforce, Inc.; ManpowerGroup; and Resources Connection Inc. This is the same group of companies used to prepare the Stock Performance Graph disclosed in the Company’s Annual Report on Form 10-K.
   
PEO Total Compensation Amount $ 9,391,554 $ 8,971,474 $ 6,595,507
PEO Actually Paid Compensation Amount $ (945,769) 31,454,099 7,439,020
Adjustment To PEO Compensation, Footnote [Text Block]
(2)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The applicable adjustments that were made to determine CAP for the PEO are summarized in the following table:
Year
Summary
Comp Table
Subtract: Stock
Awards in
Summary
Comp Table
Add fair value
of all awards
granted during
the fiscal year
that are
outstanding and
unvested
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that are
outstanding and
unvested
Add the
fair
value of
awards
that are
granted
and vest
in the
same
year
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that vested
Subtract
the fair
value of
any
awards
granted in
any prior
fiscal year
that fail to
meet the
applicable
vesting
conditions
Add any
dividends or
other
earnings paid
on awards
that are not
otherwise
included in
the total
compensation
for the
covered fiscal
year
Compensation
Actually Paid
(CAP)
2022
$9,391,554
$(5,304,563)
$4,509,735
$(9,246,281)
​$0
$(296,214)
​$0
​$0
$(945,769)
2021
$8,971,474
$(5,202,987)
$12,062,350
$14,239,450
​$0
$1,383,812
​$0
​$0
$31,454,099
2020
$6,595,507
$(4,575,965)
$7,360,830
$458,750
​$0
$(2,400,102)
​$0
​$0
$7,439,020
   
Non-PEO NEO Average Total Compensation Amount $ 4,226,824 4,029,518 3,458,542
Non-PEO NEO Average Compensation Actually Paid Amount $ (594,670) 15,993,523 3,620,347
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The applicable adjustments that were made to determine CAP for the non-PEO NEOs is summarized in the following table:
Year
Summary
Comp Table
Subtract: Stock
Awards in
Summary
Comp Table
Add fair value
of all awards
granted during
the fiscal year
that are
outstanding and
unvested
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that are
outstanding and
unvested
Add the
fair value
of awards
that are
granted
and vest in
the same year
Add the change
in fair value of
any awards
granted in any
prior fiscal year
that vested
Subtract the
fair value of
any awards
granted in any
prior fiscal
year that fail
to meet the
applicable
vesting
conditions
Add any
dividends or
other
earnings paid
on awards
that are not
otherwise
included in
the total
compensation
for the
covered fiscal
year
Compensation
Actually Paid
(CAP)
2022
$4,226,824
$(2,185,148)
$1,857,728
$(4,301,705)
​$0
$(192,369)
​$0
​$0
$(594,670)
2021
$4,029,518
$(2,143,374)
$4,969,092
$8,239,605
​$0
$898,682
​$0
​$0
$15,993,523
2020
$3,458,542
$(2,337,509)
$3,760,082
$297,925
​$0
$(1,558,693)
​$0
​$0
$3,620,347
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Pay-for-Performance Alignment

The following charts reflect how the CAP over the three-year period ended December 31, 2022 aligns to trends in the Company’s Revenue, Net Income, and Total Shareholder Return of the Company and the Peer Group during the same period.
graphic
   
Compensation Actually Paid vs. Net Income [Text Block]
Pay-for-Performance Alignment

The following charts reflect how the CAP over the three-year period ended December 31, 2022 aligns to trends in the Company’s Revenue, Net Income, and Total Shareholder Return of the Company and the Peer Group during the same period.
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Pay-for-Performance Alignment

The following charts reflect how the CAP over the three-year period ended December 31, 2022 aligns to trends in the Company’s Revenue, Net Income, and Total Shareholder Return of the Company and the Peer Group during the same period.
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]
Pay-for-Performance Alignment

The following charts reflect how the CAP over the three-year period ended December 31, 2022 aligns to trends in the Company’s Revenue, Net Income, and Total Shareholder Return of the Company and the Peer Group during the same period.
graphic
   
Tabular List [Table Text Block]
Tabular List of Most Important Financial Performance Measures Linking Compensation to Company Performance

The following table lists the most important financial performance measures used by the Company to link compensation actually paid to our NEOs to Company performance for the fiscal year ended December 31, 2022. The four performance measures below are further described in our CD&A section.


Most Important Financial Measures for 2022
Nature
Description
Relative ROIC
Financial Measure
Performance against the 65th percentile ROIC of an industry peer group over the three-year measurement period(a)
Relative TSR
Financial Measure
Performance against the 50th percentile TSR of the industry peer group over the three-year measurement period(a)
Net Income
Financial Measure
GAAP Net Income compared to target
Revenue
Financial Measure
GAAP Revenue compared to target

(a)
For a full description of the 2022 performance share grants, please see the 2022 Performance Design section in the CD&A on page 33.
   
Total Shareholder Return Amount $ 124.11 183.81 101.36
Peer Group Total Shareholder Return Amount 110.84 146.45 98.25
Net Income (Loss) $ 657,919,000 $ 598,626,000 $ 306,276,000
Company Selected Measure Amount 7,238,142,000 6,461,444,000 5,109,000,000
PEO Name Mr. M. Keith Waddell Mr. M. Keith Waddell Mr. M. Keith Waddell
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Relative ROIC    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Net Income    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
PEO [Member] | Stock Awards in Summary Comp Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (5,304,563) $ (5,202,987) $ (4,575,965)
PEO [Member] | Fair Value of All Awards Granted During the Fiscal Year That are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,509,735 12,062,350 7,360,830
PEO [Member] | Change in Fair Value of Any Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (9,246,281) 14,239,450 458,750
PEO [Member] | Fair Value of Awards That are Granted and Vest in the Same Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Change in Fair Value of Any Awards Granted in Any Prior Fiscal Year That Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (296,214) 1,383,812 (2,400,102)
PEO [Member] | Fair Value of Any Awards Granted in Any Prior Fiscal Year That Fail to Meet the Applicable Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Any Dividends or Other Earnings Paid on Awards That are Not Otherwise Included in the Total Compensation for the Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Stock Awards in Summary Comp Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,185,148) (2,143,374) (2,337,509)
Non-PEO NEO [Member] | Fair Value of All Awards Granted During the Fiscal Year That are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,857,728 4,969,092 3,760,082
Non-PEO NEO [Member] | Change in Fair Value of Any Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,301,705) 8,239,605 297,925
Non-PEO NEO [Member] | Fair Value of Awards That are Granted and Vest in the Same Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Change in Fair Value of Any Awards Granted in Any Prior Fiscal Year That Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (192,369) 898,682 (1,558,693)
Non-PEO NEO [Member] | Fair Value of Any Awards Granted in Any Prior Fiscal Year That Fail to Meet the Applicable Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Any Dividends or Other Earnings Paid on Awards That are Not Otherwise Included in the Total Compensation for the Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0