Stock Incentive Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans

16. Stock-Based Compensation

On April 20, 2023, the Kforce shareholders approved the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan allows for the issuance of stock options, stock appreciation rights (“SARs”), stock awards (including restricted stock awards (“RSAs”) and restricted stock units (“RSUs”)) and other stock-based awards. The aggregate number of shares reserved under the 2023 Plan is approximately $3.2 million. Grants of an option or SARs reduce the reserve by one share, while a restricted stock award reduces the reserve by 2.72 shares. The 2023 Plan terminates on April 20, 2033.

During the years ended December 31, 2023, 2022 and 2021, stock-based compensation expense was $17.7 million, $17.7 million and $14.0 million, respectively, and is included in Selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Operations and Comprehensive Income. The related tax benefit for the years ended December 31, 2023, 2022 and 2021 was $4.8 million, $3.7 million and $4.1 million, respectively.

Restricted Stock

Restricted stock (including RSAs and RSUs) are granted to executives and management either: for awards related to Kforce’s annual long-term incentive (“LTI”) compensation program, or as part of a compensation package in order to retain directors, executives and management. The LTI award amounts are primarily based on Kforce’s total shareholder return as compared to a predefined peer group. Restricted stock granted during the year ended December 31, 2023 will vest ratably over a period of one to ten years.

RSAs contain the same voting rights as other common stock as well as the right to forfeitable dividends in the form of additional RSAs at the same rate as the cash dividend on common stock and containing the same vesting provisions as the underlying award. RSUs contain no voting rights, but have the right to forfeitable dividend equivalents in the form of additional RSUs at the same rate as the cash dividend on common stock and containing the same vesting provisions as the underlying award. The distribution of shares of common stock for each RSU, pursuant to the terms of the Kforce Inc. Director’s Restricted Stock Unit Deferral Plan, can be deferred to a date later than the vesting date if an appropriate election was made. In the event of such deferral, vested RSUs have the right to dividend equivalents.

The following table presents the restricted stock activity for the years ended December 31, 2023 (in thousands, except per share amounts):

	Number of  Restricted Stock	Weighted-Average Grant Date Fair Value		Total Intrinsic Value of Restricted Stock Vested
Outstanding at December 31, 2022	911	$	54.42
Granted	309	$	64.97
Forfeited/Canceled	(89)	$	53.59
Vested	(333)	$	49.18	$	22,469
Outstanding at December 31, 2023	798	$	60.80

The weighted-average grant date fair value of restricted stock granted was $64.97, $55.85 and $47.58 during the years ended December 31, 2023, 2022 and 2021, respectively. The total intrinsic value of restricted stock vested was $22.5 million, $23.7 million and $33.6 million during the years ended December 31, 2023, 2022 and 2021, respectively.

The fair market value of restricted stock is determined based on the closing stock price of Kforce’s common stock at the date of grant and is amortized on a straight-line basis over the requisite service period. As of December 31, 2023, total unrecognized stock-based compensation expense related to restricted stock was $42.2 million, which will be recognized over a weighted-average remaining period of 4.3 years