DEF 14A of Robert Half Inc., Apr 11, 2025

DEF 14A of Robert Half Inc.

Filed Apr 11, 2025 · FY20240000315213-25-000029

Open on EDGAR

  1. Directors

    Directors

  2. Directors

    | | Age: 61 | Director since: 2023 | Independent: Yes Ms. Barsten was a global audit partner with KPMG LLP, an audit, tax and advisory services firm, in its Silicon Valley office for 21 years until her retirement in September 2023. Ms. Barsten has over 37 years of experience in public accounting with a focus on internet, software and service industries. During her tenure she served as a member of KPMG’s Global Technology, Media and Telecommunications Board and served as the Global Audit Sector Leader for KPMG’s Technology Industry practice. Ms. Barsten currently serves as an independent public company board member and consultant. Ms. Barsten sits on the board of Ziff Davis (NYSE: ZD), a vertically focused digital media and internet company, where she serves as Chair of the audit committee. Skills and Expertise: Ms. Barsten brings to the Board financial and regulatory expertise from her more than 37-year career in public accounting and 23 years as a global audit partner with her prior employer, a Big Four public accounting firm. Ms. Barsten also provides extensive knowledge in software and technology initiatives from her focus on these industries during her global audit work. | | Jana L. Barsten Committee Memberships: Audit (Chair) Nominating and Governance * Public Boards: 2 | |

  3. Directors

    * The number of “Public Boards” noted equals the total number of public boards, including Robert Half Inc.

  4. Directors

    | Robert Half Inc. | 6 | 2025 Proxy Statement |

  5. Directors

    | Table of Contents | Board and Governance |

  6. Directors

    | | Age: 56 | Director since: 2019 | Independent: Yes Dr. Coronado is President and Founder of MacroPolicy Perspectives LLC (“MPP”), an economic research consulting firm, and has served in that position since 2017. Prior to founding MPP, Dr. Coronado served as Chief Economist for Graham Capital Management, an investment firm, from 2014 to 2017. Dr. Coronado is also currently a Clinical Associate Professor of Finance at the University of Texas at Austin, an Executive in Residence for Rutgers Business School and serves on the Pension Research Council at the Wharton School, the Economic Advisory Panel of the Federal Reserve Bank of New York, and the Economic Studies Council at The Brookings Institution. Dr. Coronado also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2018 until her election to the Board, effective March 2019. Dr. Coronado serves as the Lead Independent Director on the board of Dynex Capital, Inc. (NYSE: DX), a real estate investment trust, or REIT, where she also serves as Chair of the compensation committee and a member of the nominating and corporate governance and investment committees. Skills and Expertise: Dr. Coronado brings to the Board insights on domestic and international market economics, including labor economic market trends, by virtue of her academic study and professional work in the financial services industry and a variety of advisory board positions. Dr. Coronado also brings human capital management expertise via her role as President and Founder of an economic research consulting firm. | | Julia L. Coronado Committee Memberships: Audit Nominating and Governance * Public Boards: 2 | |

  7. Directors

    | Robert Half Inc. | 7 | 2025 Proxy Statement |

  8. Directors

    | Board and Governance | Table of Contents |

  9. Directors

    | | Age: 73 | Director since: 2019 | Independent: Yes Gov. Kempthorne has served as the President of The Kempthorne Group, a consulting firm, since 2009. From 2010 to August 2018, he served as President and CEO of the American Council of Life Insurers, an insurance industry trade association. Prior to 2010, Gov. Kempthorne served as Secretary of the U.S. Department of the Interior from 2006 to 2009, as Governor of the State of Idaho from 1999 to 2006, as U.S. Senator for the State of Idaho from 1993 to 1999, and as Mayor of the City of Boise from 1986 to 1993. He also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2009 until his election to the Board, effective January 2019. Gov. Kempthorne serves on the boards of directors of two other publicly traded companies: FMC Corporation (NYSE: FMC), a global agricultural chemical company, where he is the Chair of the sustainability committee and also serves as a member of the compensation and human capital committee, and Olympic Steel, Inc. (Nasdaq: ZEUS), a steel processing company, where he also serves as Chair of the nominating and governance committee and also serves on the compensation committee. Skills and Expertise: Gov. Kempthorne brings leadership experience from his work as President and CEO of the American Council of Life Insurers. He also adds extensive knowledge of government and regulatory matters based on his public service roles. Gov. Kempthorne brings valued knowledge of environmental and sustainability issues through his government work and his work on the board of FMC Corporation. In his various governmental positions, Gov. Kempthorne was responsible for submitting budgets, fulfilling fiduciary responsibilities for the proper use of such funds, and adhering to accounting and ethical standards. | | Dirk A. Kempthorne Committee Memberships: Compensation Nominating and Governance * Public Boards: 3 | |

  10. Directors

    | | Age: 79 | Director since: 1986 | Independent: No Mr. Messmer has been Chairman of the Board since 1988. Effective December 15, 2019, Mr. Messmer resigned as CEO, a position he held since 1987. From 1986 through 2004, Mr. Messmer also served as President. During his tenure as Chairman and CEO, he directed and presided over the Company’s substantial growth. Skills and Expertise: Mr. Messmer brings to the Board his deep knowledge and understanding of Robert Half’s business and culture as the Company’s CEO for over 30 years. His tenure with the Company provides the Board with senior leadership and financial, strategic and global expertise. More details regarding Mr. Messmer and the Company’s growth during his tenure are contained below in the section titled “Board of Directors Leadership Structure.” | | Harold M. Messmer, Jr. Committee Memberships: Executive * Public Boards: 1 | |

  11. Directors

    | Robert Half Inc. | 8 | 2025 Proxy Statement |

  12. Directors

    | Table of Contents | Board and Governance |

  13. Directors

    | | Age: 67 | Director since: 2016 | Independent: Yes Mr. Morial has been President and CEO of the National Urban League, the largest historic civil rights organization in the United States, since 2003. From 1994 to 2002, he served as Mayor of the City of New Orleans. Mr. Morial also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2009 until his election to the Board in March 2016. Mr. Morial has served on the board of SoundThinking Inc. (Nasdaq: SSTI), a gunshot detection solutions business, since September 2015, and serves as a member of the audit committee and Chair of the nominating and corporate governance committee. Skills and Expertise: Mr. Morial brings to the Board substantial leadership and government/regulatory experience from his tenure as President and CEO of the National Urban League and as the Mayor of the City of New Orleans. Further, Mr. Morial also provides the Board additional expertise and leadership with human capital management and workforce development. Mr. Morial brings to the board his skills in sales and marketing, which are borne out by the National Urban League’s growth under his stewardship. | | Marc H. Morial Committee Memberships: Audit Nominating and Governance * Public Boards: 2 | |

  14. Directors

    | | Age: 62 | Director since: 2009 | Independent: Yes Mr. Pace is the founder and CEO of HundredX, Inc., a privately held technology company founded in 2013. Mr. Pace is also a retired partner and managing director of Goldman Sachs & Co. He was with Goldman Sachs for over 20 years and held numerous senior leadership positions with that firm. Skills and Expertise: As a former senior member of Goldman Sachs & Co., including service on its Investment Banking Division’s Global Operating Committee, Mr. Pace brings investment banking and financial expertise to the Board. In his role as Founder and CEO of HundredX, Inc., Mr. Pace brings additional expertise in information technology, data and analytics, software, leadership, sales and marketing and corporate strategy. As a CEO of a business, Mr. Pace also brings to the board his experience attending to government, legal and regulatory issues. | | Robert J. Pace Committee Memberships: Compensation (Chair) Nominating and Governance Executive * Public Boards: 1 | |

  15. Directors

    | Robert Half Inc. | 9 | 2025 Proxy Statement |

  16. Directors

    | Board and Governance | Table of Contents |

  17. Directors

    | | Age: 79 | Director since: 2008 | Independent: Yes Mr. Richman has been a consultant to Deloitte Tax LLP, a provider of tax advisory services, since 2008. From 2001 to 2008, he was a Principal with Deloitte Tax LLP. Prior to 2001, he was a senior partner with O’Melveny & Myers LLP, a law firm. Mr. Richman also served as a director of the Company from 1994 through 2001. Skills and Expertise: As a senior tax expert with both O’Melveny & Myers LLP and Deloitte Tax LLP, Mr. Richman brings legal, regulatory and financial expertise to the Board. Through his tenure as a director of the Company, Mr. Richman provides staffing industry knowledge as a complement to his other skills and experience. | | Frederick A. Richman Committee Memberships: Audit Compensation Nominating and Governance (Chair) Executive (Chair) * Public Boards: 1 | |

  18. Directors

    | | Age: 68 | Director since: 1999 | Independent: No Mr. Waddell has been Vice Chairman of the Board since 1999, President since 2004,and CEO since December 15, 2019. He served as Chief Financial Officer from 1988 until December 15, 2019. He served as Treasurer from 1987 until 2004. Mr. Waddell has been a director since 1999. Skills and Expertise: With more than 30 years of service to the Company, Mr. Waddell brings to the Board considerable experience and extensive knowledge of the staffing industry, software implementation, information technology security related to internal controls and financial reporting, and financial expertise. During his tenure, the Company has experienced substantial growth. More details regarding Mr. Waddell and the Company’s growth during his tenure are contained below in the section titled, “Board of Directors Leadership Structure.” | | M. Keith Waddell Committee Memberships: Executive * Public Boards: 1 | |

  19. Directors

    | Robert Half Inc. | 10 | 2025 Proxy Statement |

  20. Directors

    | Table of Contents | Board and Governance |

  21. Directors

    | | Age: 55 | Director since: 2022 | Independent: Yes Ms. Wilking is the Chief Security Officer for Booking.com (Nasdaq: BKNG), a digital travel marketplace, a position she has held since April 2024, having joined the company in December 2022 as Chief Information Security Officer ("CISO"). From April 2019 to October 2022, she held the position of Global Head of Cybersecurity, Privacy and Information Technology Risk Management at Wayfair, Inc. (NYSE: W), an e-commerce company. From 2016 to March 2019, Ms. Wilking was the CISO for Orion Health Group, Ltd., a healthcare software company. Skills and Expertise: Ms. Wilking brings to the Board significant experience in cybersecurity and the management of risk and legal and regulatory requirements associated with cybersecurity, privacy and information technology based on her years of experience as a CISO. Ms. Wilking was among the winners recognized by CISOs Connect™ for the CISOs Top 100 CISO (C100) recognition in 2022 and 2021. She was also a winner of The Software Report’s “Top 25 Women Leaders in Cybersecurity” in 2021. | | Marnie H. Wilking Committee Memberships: Audit Nominating and Governance * Public Boards: 1 | |

  22. Directors

    | Robert Half Inc. | 11 | 2025 Proxy Statement |

  23. Directors

    | Board and Governance | Table of Contents |

  24. Compensation Risk and Governance

    | Share Ownership Policy | The Board has established a policy for the Company’s executive officers that requires each officer to own shares having a total fair market value equal to a specified multiple of base salary. The multiple of base salary applicable to the CEO is 6x and the multiple for all other NEOs is 3x. The number of shares required to be owned increases with any increase of base salary. With any increase of base salary, an executive officer will have two years in order to comply with the then-current policy. Each person who becomes an NEO in the future is required to own the minimum shares required under the policy within five years of his or her election. Pursuant to such policy and based at the time the policy was applicable to the NEO or at the time of an increase of base salary, the minimum number of shares that Messrs. Waddell, Gentzkow, Buckley, Messmer and Tarantino are required to own are 32,227, 14,502, 11,279, 3,384 and 37,779, respectively. Each such officer owns significantly more shares than the minimum requirement and is in compliance with the requirements of the amended policy. The Board of Directors has also adopted a policy regarding minimum required share ownership by the Company’s directors as described in more detail in the Required Director Ownership section. | | No Excise Tax Gross-Up Payments | The Compensation Committee has established that no excise tax gross-up payments shall be made to executive officers or non-employee directors in the event of a change in control. | | No Perquisites | Consistent with prior fiscal years, the Compensation Committee did not approve any perquisites for executive officers during 2024. | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant that reports directly to the Compensation Committee. | | Alignment with Absolute and Relative Operational Performance | For 2024, the Company utilized a combination of absolute and relative performance metrics to align pay with performance. Absolute metrics include revenue and net income, while relative metrics include three-year relative ROIC and relative TSR. | | Goal Rigor | During the past 10 years, after consideration of all performance conditions, the cash bonuses were paid below target levels eight times and above target levels two times. The performance shares actually earned were less than target three times and more than target seven times. | | No Guaranteed Compensation | The Company has no commitments to provide for guaranteed increases in salary, non-performance-based bonuses or equity compensation. | | Annual Risk Assessments | The Compensation Committee conducts annual assessments to identify and mitigate risk in compensation programs. | | No Repricing | Our Stock Incentive Plan expressly prohibits repricing or repurchasing equity awards that are underwater without stockholder approval. |

  25. 2024 Compensation Highlights

    | Base Salary | No Change | | Decrease in Actual Cash Bonus | 33.1% Decrease in Dollar Amount | | Actual Cash Bonus Payout | 76.1% of Target | | Target Grant Date Closing Value of Performance Shares | No Change in Dollar Value |

  26. 2024 Compensation Highlights

    | Annual Performance Bonus Plan and Performance Share Goals | | | • | Annual Performance Bonus Plan: The Annual Performance Bonus Plan goals are based on achieving certain levels of revenue and net income such that both top-line and bottom-line results determine the final payout. | | • | 2024 Performance Shares: The performance share goals of ROIC and TSR consist of three-year cumulative ROIC relative to the three-year cumulative ROIC of a broad industry peer group and three-year TSR relative to the three-year TSR of a broad industry peer group. Also, the executive must remain employed through the third anniversary of the grant date. | | The above operational goals were based on our strategic plan for 2024 and took into account other factors, such as consensus Wall Street estimates. | |

  27. 2024 Compensation Highlights

    2024 Annual Performance Bonus Plan The 2024 bonus award was computed in accordance with a formula whereby the ratio of actual performance relative to target performance is applied directly to target bonuses on a one-for-one basis, with no leveraged payout scaling. For example, if actual performance relative to each of the specified metrics exceeds target by 20%, then actual bonuses exceed target by 20%. As noted above, the Compensation Committee selected revenue and net income as the metrics to emphasize both top-line and bottom-line performance and avoid any duplication of metrics under the Annual Performance Bonus Plan and the Stock Incentive Plan. For 2024, the Compensation Committee provided that each individual’s actual bonus would be determined by weighting 20% on the ratio of actual revenue to target revenue and 80% on the ratio of actual net income to target net income. For this purpose, the Compensation Committee provided that actual revenue and actual net income would be determined in accordance with generally accepted accounting principles ("GAAP"), excluding the impact of changes in GAAP or tax laws if such changes resulted in an adjustment to revenue by 5% or more and/or net income by $4,000,000 or more. However, no bonus can exceed the lesser of 200% of the target bonus or $9,000,000, and no bonus would be paid to any executive if actual net income for 2024 was less than zero. The Compensation Committee has the discretion to reduce any bonus within limits specified in the plan but has no discretion to increase any bonus above the amount that would be determined by the formula. For 2024, performance targets and actual results were as follows:

  28. 2024 Compensation Highlights

    | | 2024 Target ($) | 2024 Results ($) | Satisfaction of Performance Metrics (% of Target) | | Revenue (20% weight) | 6.19 B | 5.80 B | 93.6 | | Net Income (80% weight) | 351 M | 252 M | 71.8 | | Combined | | | 76.1 |

  29. 2024 Compensation Highlights

    For 2024, the target goal for revenue of $6.19 billion was a decrease of 8.6% relative to 2023 target revenue and a decrease of 3.2% over actual 2023 revenue. The target goal for 2024 net income was $351 million which was a decrease of 31.4% relative to 2023 target net income and a decrease of 14.6% relative to actual 2023 net income. The combined target goal for 2024 was 26.9% lower than the combined goal for 2023. The Compensation Committee determined that the revenue and net income target levels for 2024 were appropriate in light of macroeconomic factors and Company financial projections and the consensus view of investment analysts following the Company that were available at the beginning of 2024. The goals were intended to encourage realistic performance in light of the relevant economic conditions at the time that the target goals were set in early March 2024. The Company decreased target cash bonus opportunities by 26.9% compared to the target opportunities set in 2023. This decrease in cash bonus targets was due to the 26.9% decrease (calculated taking into account the relative weighting of each financial performance goal) in the combined target net income and revenue goals for 2024. The Compensation Committee also considered the Company’s performance in the area of corporate responsibility as a qualitative consideration in setting the CEO’s 2024 target bonus. See further information on the Compensation Committee’s determinations for the 2024 compensation below and how each executive’s target cash bonus opportunity for 2024 influenced other compensation decisions in the 2024 Performance Shares discussion. 2024 was the first year that Mr. Tarantino participated in the Annual Performance Bonus Plan ("APBP"). The Compensation Committee selected Protiviti segment revenue and Protiviti segment income as the metrics for Mr. Tarantino’s bonus as mirror to the formula for the other NEOs. Other than the different performance targets described herein, the performance bonus plan for Mr. Tarantino operated using the same formula described above for the Robert Half named executive officers ("NEOs").

  30. 2024 Compensation Highlights

    | | 2024 Target ($) | 2024 Results ($) | Satisfaction of Performance Metrics (% of Target) | | Protiviti Segment Revenue (20% weight) | 2.03 B | 1.95 B | 96.3% | | Protiviti Segment Income (80% weight) | 209.1 M | 160.2 M | 76.6% | | Combined | | | 80.5% |

  31. 2024 Compensation Highlights

    | | Target Bonus ($) | Actual Bonus ($) | | Actual Bonus as Percentage of Target (%) | | Mr. Waddell | 1,811,347 | 1,377,582 | } | | | Mr. Buckley | 960,248 | 730,296 | | | | Mr. Gentzkow | 1,630,212 | 1,239,824 | | 76.1 | | Mr. Messmer | 499,586 | 379,950 | | | | Mr. Tarantino | 1,533,542 | 1,235,216 | | 80.5 |

  32. 2024 Performance Design

    2024 Performance Design The 2024 performance share grants are subject to: 1.Reduction or increase in the number of shares based on the Company’s average ROIC for the three-year period from January 1, 2024, through December 31, 2026 (the “Measurement Period”), relative to the 65th percentile ROIC of an industry peer group consisting of companies (other than the Company) in the four-digit GICS code 2020 Commercial & Professional Services sub-industry (market capitalization exceeding $100 million) (the “Industry Peer Group”) as measured during the Measurement Period (the “ROIC goal”); 2.After the application of the relative ROIC goal, a reduction or increase in the number of shares based on the Company’s relative TSR performance during the Measurement Period relative to the 50th percentile TSR of the Industry Peer Group as measured during the Measurement Period; and 3.Continued employment through March 19, 2027, the third anniversary of the March 19, 2024 grant date.

  33. ROIC Performance Goal

    ROIC Performance Goal For the 2024 performance share grant, the ROIC goal is determined based on performance against the 65th percentile ROIC of the Industry Peer Group as measured during the Measurement Period. The ROIC goal can increase the number of shares subject to an award by up to 50% or decrease an award to zero as follows: •If the Company’s ROIC ranking for the Measurement Period is below the 65th percentile of the Industry Peer Group, the number of shares subject to each award will be decreased by a percentage determined by multiplying the percentage point difference between the 65th percentile of the Industry Peer Group and the Company’s ROIC ranking by 2 (with a proportionate reduction for fractions of a percentage point), up to a maximum decrease of 50% if the Company’s ROIC ranking is at the 40th percentile. •If the Company’s ROIC is below the 40th percentile, the award will be forfeited and no shares will be earned thereunder. •If the Company’s ROIC ranking is above the 65th percentile of the Industry Peer Group, the number of shares subject to each award will be increased by a percentage determined by multiplying the percentage point difference between the 65th percentile of the Industry Peer Group and the Company’s ROIC ranking by 2 (with a proportionate increase for fractions of a percentage point), up to a maximum increase of 50% if the Company’s ROIC ranking is at or above the 90th percentile. •However, if the Company’s ROIC ranking is at the 65th percentile of the Industry Peer Group, no adjustment will be made to an award. For example, if the Company’s relative ROIC is at the 59th percentile of the Industry Peer Group, then 12% of the total shares eligible for adjustment based on ROIC performance (the percentage determined by multiplying the percentage point difference between the ROIC at the 65th percentile of the Industry Peer Group and the Company’s ROIC ranking at the 59th percentile [i.e., 6%] by 50/25) will be forfeited.

  34. TSR Modifier Metric

    TSR Modifier Metric TSR performance against the 50th percentile TSR of the Industry Peer Group over the three-year Measurement Period can modify an award up or down by up to 25% as follows: •If the Company’s TSR for the Measurement Period is at the 50th percentile of the TSR of the Industry Peer Group, no adjustment to the award will be made. •If the Company’s TSR is below the 50th percentile TSR of the Industry Peer Group, the award will be decreased by the percentage point difference between the median TSR and the Company’s TSR (with a proportionate reduction for fractions of a percentage point), up to a maximum decrease of 25 percentage points. •If the Company’s TSR is above the 50th percentile TSR of the Industry Peer Group, each restricted share grant shall be increased by the percentage point difference between the Company’s TSR and the median TSR (with a proportionate increase for fractions of a percentage point), up to a maximum increase of 25 percentage points. •The TSR modifier will be applied after the ROIC performance formula, meaning that it will only apply to the number of performance shares that remain subject to the award following application of the ROIC performance formula.

  35. Time-Vesting Requirement

    Time-Vesting Requirement Each 2024 performance share grant will vest in full on the third anniversary of the grant date on a cliff basis, subject to the executive’s service through the vesting date. Notwithstanding the foregoing, the time vesting requirement (but not the ROIC requirement or the TSR requirement) is waived upon the recipient’s death or termination of employment due to total and permanent disability. Each executive has a post-employment part-time agreement that provides for part-time service for four years after retirement, and as a result, outstanding performance shares at the date of retirement will continue during any such part-time employment period. No portion of the 2024 performance share grant may be released to the recipient until such portion is no longer subject to any of the three requirements (relative ROIC, relative TSR and time-based service vesting). Performance share grants do not receive dividends until all requirements have been satisfied. Dividends declared prior to the satisfaction of all requirements are accrued but not paid until the award is fully vested (by satisfying both the time-vesting requirement and the performance-vesting requirements). If a portion of the award is forfeited, the accrued dividends on that portion will also be forfeited. Mr. Tarantino received a performance share grant along with the other NEOs in March 2024. That performance share grant is set forth in the 2024 Grants of Plan-Based Awards table below. Prior to becoming a named executive officer, Mr. Tarantino was also eligible to receive time-based restricted stock awards under the Protiviti Managing Director Incentive Compensation Program (the “Protiviti ICP”. Mr. Tarantino’s restricted share awards under the Protiviti ICP are subject to four-year pro-rata vesting on the anniversary of the grant date and continued employment through the vesting periods. Commencing in 2024, all of Mr. Tarantino’s equity grants are in the form of performance shares. More information about the Protiviti ICP can be found in the Company’s 2023 Proxy. Realized 2022 Performance Shares As described in the proxy statement for our 2023 annual meeting of stockholders, the performance share awards granted to executive officers during 2022 were subject to a ROIC performance condition and a relative TSR modifier, similar to the program described above for the 2024 performance share grants but with a measurement period from January 1, 2022 through December 31, 2024. The ROIC condition can increase the number of shares subject to an award by up to 50% or decrease an award to zero.

  36. Time-Vesting Requirement

    The 2022 performance grant TSR modifier provided for an increase or decrease of the number of shares subject to each executive’s award (after taking into account the impact of the ROIC condition) by as much as 25% based on how the Company’s TSR percentile ranking for the applicable measurement period from January 1, 2022, through December 31, 2024, compared to the Industry Peer Group performance for the same period. The Company’s three-year ROIC performance was 18.7 percentage points higher than the ROIC performance of the Industry Peer Group at the 65th percentile and the Company’s three-year TSR performance was 25 percentage points lower than the 50th percentile TSR of the Industry Peer Group. After application of the ROIC condition and the TSR modifier, the 2022 performance share awards were earned at 112.5% of target shares. The earned 2022 performance awards vested on March 23, 2025, three years from the date of grant and subject to the executive providing service through such time, and were released when the performance conditions were certified at the Compensation Committee meeting at the end of March 2025.

  37. Time-Vesting Requirement

    | Name | Target 2022 Performance Shares (#) | Additional Shares three-year ROIC Condition plus TSR modifier* (#) | Total 2022 Performance Shares (#) | | Mr. Waddell | 38,924 | 4,865 | 43,789 | | Mr. Buckley | 12,879 | 1,609 | 14,488 | | Mr. Gentzkow | 32,987 | 4,123 | 37,110 | | Mr. Tarantino | 8,157 | 1,019 | 9,176 | | Mr. Messmer | 9,890 | 1,236 | 11,126 |

  38. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has retained FW Cook as its independent compensation consultant. FW Cook is retained directly by the Compensation Committee (and not on behalf of management) and performs no other consulting or other services for the Company. In compliance with SEC and New York Stock Exchange rules, the Compensation Committee annually reviews information related to FW Cook’s relationship with the Company, the members of the Compensation Committee and the Company’s executive officers. The Compensation Committee confirmed that FW Cook does not provide any other services to the Company or its management except with respect to the services provided on behalf of the Compensation Committee, and that FW Cook had no business or personal relationship with any member of the Compensation Committee or executive officer. The Compensation Committee also reviewed information on the fees paid to FW Cook (which represented less than 0.1% of FW Cook’s total consulting income during calendar 2024) and FW Cook’s ownership of any Company securities. Considering this information, the Compensation Committee has determined that FW Cook is independent and that its work for the Compensation Committee during 2024 has not raised a conflict of interest. While the Compensation Committee receives input from the CEO and Chairman and discusses compensation with them, the ultimate decision regarding compensation is solely at the discretion of the Compensation Committee.

  39. Other Benefits

    Other Benefits As indicated by the tables appearing below, in addition to the foregoing compensation, each executive also participates in non-tax-qualified deferred compensation arrangements. The Compensation Committee considers deferred compensation arrangements to be appropriate for a corporation of the Company’s size, and, in light of the modest salaries and long service and historical results of management, believes that the amounts have been set at reasonable levels, particularly in light of the fact that the Company does not make any company contribution under any tax-qualified retirement arrangements for these executives. A detailed description of how the deferred compensation arrangements operate is set forth below in the paragraphs under the “Nonqualified Deferred Compensation” table. Various agreements, as described elsewhere in this proxy statement, provide for severance benefits in the event of a termination of employment before or after a change in control. (See the discussion below in connection with the “Nonqualified Deferred Compensation” table and the discussion below under the heading “Employment Agreements and Potential Payments upon Termination or Change in Control”.) As indicated by such text, the triggering events and benefits vary among each such arrangement, plan or agreement, and no executive officer is entitled to an excise tax gross-up payment. Such triggering events and benefits were selected by the Compensation Committee in light of competitive conditions and customary practices at the time of their implementation, and the Compensation Committee believes that they continue to be reasonable. 2024 Form of Summary Compensation Table Reflecting Performance Share Awards Valued at Closing Price on Date of Grant The following table summarizes compensation for the NEOs provided in 2022, 2023 and 2024. This table generally conforms with the rules and regulations of the SEC relating to the Summary Compensation Table, which appears as the first item in the following “Compensation Tables” section, with one material difference. In this table, performance share awards are valued at the closing price on the date of grant. For purposes of this table, this value is then multiplied by the number of shares granted to each NEO for the relevant year. The SEC’s rules specify that performance share awards shall be valued based on the projected probable outcome in accordance with the standards set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. In order to estimate the probable outcome, the Company used the Monte Carlo Simulation Method for 2024, which is the same valuation method that it has used in prior years for this purpose. The Compensation Committee believes the valuation of performance share awards using the closing price on the date of grant is important information in assessing equity award values. No other variations exist between the following table and the Summary Compensation Table prepared in accordance with the SEC’s rules.

  40. Other Benefits

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (a) ($) | Non-Equity Incentive Plan Compensation (b) ($) | All Other Compensation (c) ($) | Total ($) | | M. Keith Waddell President and Chief Executive Officer | 2024 | 500,000 | — | 4,533,044 | 1,377,582 | 281,637 | 6,692,263 | | | 2023 | 500,000 | — | 4,533,044 | 2,058,492 | 383,774 | 7,475,310 | | | 2022 | 500,000 | — | 4,533,089 | 3,053,905 | 533,086 | 8,620,080 | | Michael C. Buckley Executive Vice President, Chief Financial Officer | 2024 | 350,000 | — | 1,499,935 | 730,296 | 162,044 | 2,742,275 | | | 2023 | 350,000 | — | 1,499,953 | 1,091,267 | 216,190 | 3,157,410 | | | 2022 | 350,000 | — | 1,499,888 | 1,618,965 | 295,345 | 3,764,198 | | Paul F. Gentzkow President and Chief Executive Officer, Talent Solutions | 2024 | 450,000 | — | 3,841,698 | 1,239,824 | 253,474 | 5,784,996 | | | 2023 | 450,000 | — | 3,841,744 | 1,852,642 | 345,396 | 6,489,782 | | | 2022 | 450,000 | — | 3,841,666 | 2,748,514 | 479,777 | 7,519,957 | | Joseph A. Tarantino President and Chief Executive Officer, Protiviti | 2024 | 850,000 | — | 2,801,534 | 1,235,216 | 312,782 | 5,199,532 | | | 2023 | 850,000 | 1,089,000 | 2,289,923 | 227,348 | 357,443 | 4,813,714 | | Harold M. Messmer, Jr. Chairman of the Board | 2024 | 105,000 | — | 1,151,826 | 379,950 | — | 1,636,776 | | | 2023 | 105,000 | — | 1,151,814 | 567,751 | — | 1,824,565 | | | 2022 | 105,000 | — | 1,151,789 | 842,295 | — | 2,099,084 |

  41. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes compensation for the NEOs in accordance with SEC rules.

  42. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(a) ($) | Non-Equity Incentive Plan Compensation(b) ($) | All Other Compensation(c) ($) | Total ($) | | M. Keith Waddell President and Chief Executive Officer | 2024 | 500,000 | — | 4,842,824 | 1,377,582 | 281,637 | 7,002,043 | | | 2023 | 500,000 | — | 5,184,571 | 2,058,492 | 383,774 | 8,126,837 | | | 2022 | 500,000 | — | 5,304,563 | 3,053,905 | 533,086 | 9,391,554 | | Michael C. Buckley Executive Vice President, Chief Financial Officer | 2024 | 350,000 | — | 1,602,438 | 730,296 | 162,044 | 2,844,778 | | | 2023 | 350,000 | — | 1,715,539 | 1,091,267 | 216,190 | 3,372,996 | | | 2022 | 350,000 | — | 1,755,150 | 1,618,965 | 295,345 | 4,019,460 | | Paul F. Gentzkow President and Chief Executive Officer, Talent Solutions | 2024 | 450,000 | — | 4,104,232 | 1,239,824 | 253,474 | 6,047,530 | | | 2023 | 450,000 | — | 4,393,912 | 1,852,642 | 345,396 | 7,041,950 | | | 2022 | 450,000 | — | 4,495,468 | 2,748,514 | 479,777 | 8,173,759 | | Joseph A. Tarantino President and Chief Executive Officer, Protiviti | 2024 | 850,000 | | 2,944,360 | 1,235,216 | 312,782 | 5,342,358 | | | 2023 | 850,000 | 1,089,000 | 2,455,886 | 227,348 | 357,443 | 4,979,677 | | Harold M. Messmer, Jr. Executive Chairman of the Board | 2024 | 105,000 | — | 1,230,539 | 379,950 | — | 1,715,489 | | | 2023 | 105,000 | — | 1,317,363 | 567,751 | — | 1,990,114 | | | 2022 | 105,000 | — | 1,347,809 | 842,295 | — | 2,295,104 |

  43. 2024 Summary Compensation Table

    a.The amounts in this column represent the grant date fair value of performance share grants computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For all performance share grants the value was determined by an independent valuation firm using the Monte Carlo Simulation Method. Pursuant to the SEC rules, the amounts shown are based on the probable outcome of the performance conditions as of the date of grant and exclude the impact of estimated forfeitures related to service-based vesting and potential forfeitures pursuant to the TSR or ROIC modifier performance conditions described in the CD&A for fiscal 2024, 2023 and 2022. Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible value of the awards granted to Messrs. Waddell, Buckley, Gentzkow, Tarantino and Messmer in fiscal 2024 on the grant date is $9,080,294, $3,004,571, $7,695,434, $4,186,534, and $2,307,261, respectively. (For further information on the maximum number of shares that can be earned for the 2024 grant see note (b) to the 2024 Grants of Plan-Based Awards table.) For Mr. Tarantino, in addition to the value of performance share grants calculated as set forth in the previous sentence, the amount in the "Stock Awards" column for 2024 also includes $711,542 for the value of a restricted share grant awarded to him on March 19, 2024 under the Protiviti ICP related to 2023 performance computed by multiplying the number of shares granted on March 19, 2024 by $78.58. As described in the Company’s 2023 Proxy, Mr. Tarantino was appointed to serve as an executive officer of the Company in May 2023. His incentive compensation for 2023 was determined under the Protiviti Managing Director Incentive Compensation Program (the “Protiviti ICP”) prior to his appointment. Therefore, the amount in the "Stock Awards" column for Mr. Tarantino for 2023 includes, in addition to the value of performance share grants calculated as set forth in the first sentence hereof, $1,039,998 for the value of a restricted share grant under the Protiviti ICP related to 2022 performance computed by multiplying the number of shares granted on February 28, 2023 by $80.62. Please refer to the Company’s 2023 Proxy for more information about the Protiviti ICP. As noted above, commencing in 2024, all of Mr. Tarantino’s equity grants are in the form of performance shares.

  44. 2024 Summary Compensation Table

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  45. 2024 Summary Compensation Table

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  46. 2024 Summary Compensation Table

    b.Consists of cash payments made under the Annual Performance Bonus Plan for performance in the year shown, as described below in the “Grants of Plan-Based Awards” table. For a description of the Annual Performance Bonus Plan, see “2024 Annual Performance Bonus Plan” in the CD&A section. c.The amounts in this column for 2024 consist entirely of contributions by the Company under the Company’s Senior Executive Retirement Plan and the Protiviti Executive Management Savings Plan, for Mr. Tarantino only, which are nonqualified deferred compensation plans, as described in the “Nonqualified Deferred Compensation” table below for all individuals.

  47. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  48. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock(c) (#) | Grant Date Fair Value of Stock and Option Awards(d) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | M. Keith Waddell | 3/19/2024 | — | 1,811,347 | 3,622,694 | — | 57,687 | 108,163 | | 4,842,824 | | Michael C. Buckley | 3/19/2024 | — | 960,248 | 1,920,496 | — | 19,088 | 35,790 | | 1,602,438 | | Paul F. Gentzkow | 3/19/2024 | — | 1,630,212 | 3,260,424 | — | 48,889 | 91,666 | | 4,104,232 | | Joseph A. Tarantino | 3/19/2024 | — | | | | | | 9,055 | 711,542 | | | 3/19/2024 | — | 1,533,542 | 3,067,084 | — | 26,597 | 49,869 | | 2,232,818 | | Harold M. Messmer, Jr. | 3/19/2024 | — | 499,586 | 999,172 | — | 14,658 | 27,483 | | 1,230,539 |

  49. 2024 Grants of Plan-Based Awards

    a.These columns represent the potential payouts for 2024 bonuses under the APBP. Maximum payouts under the APBP would result in the event of actual revenue of $12.38 billion and actual net income of $702 million, and no payouts would result in the event of actual net income of less than zero. The measurement period for the grants appearing in the table was the 2024 calendar year (which is also the Company’s fiscal year), so the actual final bonuses pursuant to this plan have been determined and are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “2024 Annual Performance Bonus Plan” in the CD&A. b.These columns represent the performance share grants made in fiscal 2024. The maximum number of shares that can be earned is 187.5% of the target number of shares based on maximum performance of the Company’s ROIC ranking relative to an industry peer group and maximum performance of the Company’s TSR ranking of the same industry peer group for the three-year measurement period. See the 2022 Realized Performance Shares section in the CD&A for a description of the grants. No payout would result if ROIC ranking was below the 40th percentile of the applicable industry peer group. c.As noted in the first footnote to the Summary Compensation Table, the 9,055 shares reflected in this column , for Mr. Tarantino consist of restricted share grants made in March 2024 related to 2023 Protiviti ICP performance. Please refer to the Company's 2023 Proxy for more information about the Protiviti ICP. d.For 2024 performance shares, the grant date fair value was determined by an independent valuation firm using the Monte Carlo Simulation Method. For Mr. Tarantino, the grant date fair value of the restricted share grant under the Protiviti ICP was computed by valuing each share at $78.58, which was the closing price of the Company’s Common Stock on the New York Stock Exchange on March 19, 2024.

  50. 2024 Grants of Plan-Based Awards

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  51. 2024 Grants of Plan-Based Awards

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  52. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  53. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | Number of Shares or Units of Stock That Have Not Vested(a) (#) | Market Value of Shares or Units of Stock That Have Not Vested(b) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(c) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(b) ($) | | M. Keith Waddell | 43,789 | 3,085,373 | 220,857 | 15,561,584 | | Michael C. Buckley | 14,488 | 1,020,824 | 73,080 | 5,149,217 | | Paul F. Gentzkow | 37,110 | 2,614,771 | 187,175 | 13,188,351 | | Joseph A. Tarantino | 32,437 | 2,285,511 | 81,845 | 5,766,799 | | Harold M. Messmer, Jr. | 11,126 | 783,938 | 56,118 | 3,954,074 |

  54. Outstanding Equity Awards at Fiscal Year-End 2024

    a.Represents unvested performance share awards that were granted on March 23, 2022, with respect to which, as of December 31, 2024, all performance periods have been completed, the determination of the final award has been certified by the Compensation Committee, and any applicable adjustments have been made, and, with respect to Mr. Tarantino, 23,261 unearned restricted shares from Protiviti ICP restricted share award grants made in 2024, 2023 and 2022. Each of Mr. Tarantino’s time-based restricted share grants under the Protiviti ICP are subject to time vesting on a four-year pro rata basis from the date of grant. Of Mr. Tarantino’s 23,261 time-based restricted shares, 5,490 vested on February 28, 2025, 2,263 vested on March 19, 2025, 7,755 vest on February 28, 2026, 5,489 vest on February 28, 2027 and 2,264 vest on February 28, 2028. b.The market value of unvested stock awards was calculated by valuing each share at $70.46, which was the closing price of the Company’s Common Stock on the New York Stock Exchange on the last trading day of 2024. c.Unvested performance share awards with respect to which all performance periods have not been completed on December 31, 2024 which were granted on March 20, 2023 and March 19, 2024 respectively, and May 17, 2023 for Mr. Tarantino. Each of the awards is 100% performance based, subject to: reduction or increase based upon our three-year cumulative percentage of ROIC ranking relative to the three-year cumulative ROIC results of an industry peer group followed by a further adjusted reduction or increase based on our three-year cumulative TSR ranking and time vesting on a three-year cliff basis from the date of grant subject to the applicable named executive officer being employed through such date. The number of unearned shares noted in this column assume maximum performance of both ROIC results and TSR ranking.

  55. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  56. Option Exercises and Stock Vested in 2024

    | Name | Number of Shares Acquired on Exercise(a) (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(b) (#) | Value Realized on Vesting(c) ($) | | M. Keith Waddell | — | — | 106,978 | 8,406,331 | | Michael C. Buckley | — | — | 35,397 | 2,781,496 | | Paul F. Gentzkow | — | — | 90,662 | 7,124,220 | | Joseph A. Tarantino | — | — | 31,161 | 2,449,293 | | Harold M. Messmer, Jr. | — | — | 27,182 | 2,135,962 |

  57. Option Exercises and Stock Vested in 2024

    a.There are no outstanding options. b.This column represents performance share awards granted in 2021 that were released after the performance condition was certified on March 19, 2024. For Mr. Tarantino, this column also includes the shares that were released in February and December of 2024 from vesting of Protiviti ICP restricted share awards.

  58. Option Exercises and Stock Vested in 2024

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  59. Option Exercises and Stock Vested in 2024

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  60. Option Exercises and Stock Vested in 2024

    c.The value realized on vesting was determined by multiplying the number of performance shares that vested by the closing price of the Company’s Common Stock on the New York Stock Exchange on March 19, 2024 ($78.58). For Mr. Tarantino, in addition to the value of the performance shares as noted in the previous sentence, the value noted here also includes amounts from the vesting of Protiviti ICP restricted share awards multiplied by the closing price of the Company's Common Stock on the New York Stock Exchange on February 28, 2024 ($80.17) and December 15, 2024 ($76.10).

  61. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  62. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year(a) ($) | Aggregate Earnings in Last Fiscal Year(b) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(c) ($) | | M. Keith Waddell | — | 281,637 | 1,006,183 | — | 17,120,683 | | Michael C. Buckley | — | 162,044 | 670,468 | — | 5,077,764 | | Paul F. Gentzkow | — | 253,474 | 642,580 | — | 14,245,839 | | Joseph A. Tarantino | — | 312,782 | 304,112 | — | 3,177,176 | | Harold M. Messmer, Jr. | — | — | — | — | — |

  63. 2024 Nonqualified Deferred Compensation

    a.These amounts appear in the “All Other Compensation” column of the Summary Compensation Table. b.None of the earnings in this column are included in the Summary Compensation Table because they were not preferential or above market. c.A portion of the amounts reported in this column for each named executive officer include amounts previously reported in the Summary Compensation Table for previous years when that officer’s compensation was required to be disclosed. The following amounts were reported as compensation for Messrs. Waddell, Buckley, and Gentzkow: $7,422,033, $3,135,663, and $6,739,454 respectively and each amount represents allocations to the individual’s allocation under the Senior Executive Retirement Plan dating back to 2005. The amounts shown for Mr. Tarantino reflect contributions to the Protiviti Executive Management Savings Plan ("EMSP") pursuant to the Protiviti ICP, most of which were made prior to 2024, and the cumulative amount of which is $2,864,394. See discussion of the EMSP below. Registrant Contributions for Messrs. Waddell, Gentzkow and Buckley are allocated pursuant to the Senior Executive Retirement Plan ("SERP"), which was established effective December 31, 1995. Under the SERP, the amount allocated each year for an executive is 15% of the sum of such executive’s base salary and actual final earned cash bonus (pursuant to the Annual Performance Bonus Plan). Effective in 2023 the manner of crediting or debiting notional investments of the SERP account balances changed and participants were able to make elections among a set of selected measurement funds. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of the Company's 401(k) plan, and the value of their SERP account balance may increase or decrease based on the performance of their selected notional investment options. Amounts allocated under the SERP, as adjusted for applicable earnings, gains, losses and fees, are credited to an account in the participant’s name. In 2024, annual returns on the selected notional investment options available for the SERP generally ranged from 1.34% to 38.36%. All allocations are subject to a vesting schedule, which provides that no amount is vested until the completion of ten years of service. After ten years of service, the amount vested is 50% plus 4-1/6% for each year over age 50, with 100% vesting thus occurring at age 62, so long as ten years of service have been completed by that time. All amounts are vested for Messrs. Waddell and Gentzkow. Mr. Buckley is approximately 83% vested in his SERP account. In the event of a change in control of the ownership of the Company, all amounts credited under the Senior Executive Retirement Plan shall become fully vested and nonforfeitable. Vested allocations for any participant credited before January 1, 2023 (along with any notional earnings credited at any time) are paid following termination of employment in a lump sum. For SERP contributions made on or after January 1, 2023 (along with any notional earnings credited at any time), plan participants may elect to receive distributions of their vested contributions upon separation from service, or may elect distributions in installment payments, with the exception of termination on account of a participant’s death, in which the payment will be made in a lump sum. Of the aggregate balances shown in the table, $846,294 was unvested as of December 31, 2024, all for Mr. Buckley. All vested amounts are paid following termination of employment for any reason.

  64. 2024 Nonqualified Deferred Compensation

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  65. 2024 Nonqualified Deferred Compensation

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  66. 2024 Nonqualified Deferred Compensation

    Registrant Contributions for Mr. Tarantino are allocated pursuant to the Protiviti Executive Management Savings Plan (“EMSP”), a form of nonqualified deferred compensation plan sponsored by Protiviti. Prior to his elevation to executive officer, employer contributions were made on Mr. Tarantino’s EMSP account pursuant to the Protiviti ICP. Commencing in 2024, Mr. Tarantino's Contributions are awarded by the Compensation Committee pursuant to a formula approved by the Committee. Similar to the SERP described above, participants in the EMSP are able to make elections among a set of selected measurement funds. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of the Company's 401(k) plan, and the value of the EMSP account balance may increase or decrease based on the performance of their selected notional investment options. Amounts allocated under the EMSP for Mr. Tarantino, as adjusted for applicable earnings, gains, losses and fees, are credited to an account in his name. In 2023, annual returns on the selected notional investment options available for the EMSP generally ranged from 1.34% to 38.36%. All employer contributions under the EMSP are subject to a vesting schedule, which provides a graduated vesting schedule with partial vesting starting after 10 years of service, and full vesting after the completion of 20 years of service. All amounts credited to Mr. Tarantino’s account are fully vested. Mr. Tarantino may elect to receive distributions of his vested contributions (along with any notional earnings credited at any time) upon separation from service in the form of a lump sum or installment payments over either five years or ten years, with the exception of termination on account of a participant’s death, in which the payment will be made in a lump sum. In 2024 Mr. Tarantino received a contribution to his account under the EMSP using the same formula used for Messrs. Waddell, Gentzkow and Buckley under the SERP, which was an amount equal to 15% of the sum of his base salary and actual final earned cash bonus (pursuant to the Annual Performance Bonus Plan). This allocation for Mr. Tarantino was approved by the Compensation Committee. Mr. Messmer no longer participates in a nonqualified deferred compensation program after his retirement as CEO in 2019.

  67. Employment Agreements and Potential Payments upon Termination or Change in Control

    Employment Agreements and Potential Payments upon Termination or Change in Control Severance Agreements have been entered into with Messrs. Waddell, Buckley, Gentzkow, Tarantino and Messmer. Each Severance Agreement provides that the employee will be paid a lump sum equal to two years’ base salary (2.99 years if the employee has served as a director) if his employment is terminated (a) without Cause (see Appendix A for a definition of this term), (b) voluntarily by the employee following a reduction by more than 5% of the employee’s base salary per month or (c) voluntarily by the employee following a request by the Company that the employee relocate more than 50 miles away from the current location of the principal executive offices of the Company (or in the case of Mr. Tarantino, his principal office location). The terminated employee will also receive a pro rata share of any bonus he would otherwise have received pursuant to any bonus plan if his employment had not been terminated. However, if the termination occurs within one year following a Change in Control of the Company (see Appendix A for a definition of this term), then in lieu of the foregoing bonus payment, the employee will receive a lump sum equal to twice the prior year’s bonus (2.99 times the prior year’s bonus if the employee has served as a director). Notwithstanding the foregoing, no individual shall receive salary and bonus payments under both his Severance Agreement and any other agreement. Instead, only the greater of such benefits provided by either agreement shall be paid. In the event of such a termination, (1) outstanding restricted shares would remain outstanding subject to any pending performance conditions, but any time-based vesting requirements would cease to apply, and (2) outstanding options would remain outstanding until their normal expiration date. Any amounts accrued for the employee’s benefit under the Senior Executive Retirement Plan would also become fully vested. The individual will continue to receive all employee benefits in effect on the termination date, including, but not limited to, medical and life insurance payments, for two years following termination (2.99 years if the employee has served as a director). In addition, if the employee has served as a director, the foregoing benefits will be provided in the event of any voluntary termination within one year following a Change in Control. The Severance Agreements also provide that any termination of the individual’s employment (other than a termination by the Company for Cause) after age 60 (age 53 if the employee has served as a director) will entitle the individual and his spouse, at the Company’s expense, to each continue to participate in the Company’s healthcare plan for its employees or receive equivalent coverage, until his or her death.

  68. Employment Agreements and Potential Payments upon Termination or Change in Control

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  69. Employment Agreements and Potential Payments upon Termination or Change in Control

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  70. Employment Agreements and Potential Payments upon Termination or Change in Control

    The Company has entered into Part-Time Employment Agreements with each of Messrs. Waddell, Buckley, Gentzkow, Tarantino and Messmer. Each agreement provides that the employee will be retained as a part-time employee for a four-year period following retirement. The individual will provide advice and counsel as requested during the part-time employment period and will be prohibited from competing with the Company’s business or soliciting any employee to leave the Company during that period. In return, the individual will receive annual compensation during the part-time employment equal to 8% of the average annual cash base salary and bonus (including any bonus pursuant to the Annual Performance Bonus Plan) paid for the five full calendar years during the 10 full calendar years preceding commencement of part-time employment that had the highest yearly cash compensation, and stock option and restricted share awards made prior to retirement will remain outstanding and continue to vest in accordance with their original vesting terms. For purposes of these agreements, retirement is defined to be any termination by the employee of his employment subsequent to the later of age 55 or 20 years of service. All of the NEOs are currently eligible for retirement under this provision. The Stock Incentive Plan, pursuant to which all equity grants to executive officers subsequent to October 2004 have been made, provides that any award held by an executive officer will vest upon such individual’s death or disability. The only outstanding grants that have been made under this plan to executive officers are performance share grants and time-based restricted shares granted to Mr. Tarantino under the Protiviti ICP prior to the time that he became an executive officer. For more details regarding grants made pursuant to the Stock Incentive Plan, see “2024 Performance Shares” in the CD&A above. The Annual Performance Bonus Plan, pursuant to which performance-based cash bonuses are paid to executive officers, provides for a pro-rated bonus to be paid to the estate of any executive officer in the event of such officer’s death during the year. For more details regarding the Annual Performance Bonus Plan, see “2024 Annual Performance Bonus Plan” in the CD&A. The Senior Executive Retirement Plan and the EMSP provide that any unvested benefits will become vested in the event of death or disability and that all vested amounts will be paid following termination of employment for any reason. For more details regarding these two plans, see the discussion that follows the “Nonqualified Deferred Compensation” table above. Harold M. Messmer, Jr., Chairman of the Board, has an employment agreement with the Company terminating December 31, 2026. Under the current terms of the employment agreement as amended on April 23, 2020, Mr. Messmer will receive a base annual salary of not less than $105,000, an annual bonus opportunity of approximately 20% of his bonus opportunity in 2019 (which was his last year serving as the CEO) and is entitled to receive certain benefits, including tax planning. (Mr. Messmer has waived these benefits for 2024 and every year since 2007.) In the event the employment of Mr. Messmer is terminated (a) involuntarily other than for Cause (see Appendix A for a definition of this term), (b) by reason of a constructive termination of Mr. Messmer’s employment resulting from a material breach of the employment agreement by the Company, or (c) voluntarily within one year following a Change in Control of the Company (see Appendix A for a definition of this term), he is entitled to receive severance compensation equal to (i) the then-lump sum present value of the amount he would have received if his base salary (at the rate payable at the time of such termination) had been paid through the then-effective term of the agreement and (ii) the then-lump sum present value of the amount he would have received if a yearly bonus in an amount equal to the annual cash bonus for the last full calendar year completed prior to the termination (including any bonus pursuant to the Annual Performance Bonus Plan) had been paid yearly through the then-effective term of the agreement. If Mr. Messmer’s employment is terminated by reason of death or disability, he or his estate will receive only 75% of the base salary he would have received through the then-effective term of the agreement and will not receive any amount in lieu of bonus. If Mr. Messmer’s employment terminates other than for Cause, he and his wife will each continue thereafter to participate in the Company’s healthcare plan for its employees, at the Company’s expense, until his or her death. For one year following termination, Mr. Messmer is prohibited from competing with the Company’s personnel services business, employing any officer of the Company or soliciting any officer of the Company to leave the Company. Since 1990, the terms of the employment agreement have provided that it automatically renews on each December 31 for an additional year without further action by the Company or Mr. Messmer and without formal amendment.

  71. Employment Agreements and Potential Payments upon Termination or Change in Control

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  73. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. As of October 25, 2024 (our determination date), our global employee population consisted of approximately 56,048 individuals, approximately 73.7% of whom were employed as temporary or contract employees through one of the Company’s staffing lines of business, with the remainder employed as full- or part-time personnel in the corporate and field offices of the Company and its consolidated subsidiaries. To determine our median employee, we drew from our entire population a statistical sample designed to be representative of the demographics of our employee population. We then identified the median employee based on all taxable wages earned by each individual in the sample group during calendar 2024. For 2024, our last completed fiscal year, the median of the annual total compensation of all Company employees (other than our CEO) was $39,461, and the annual total compensation of our CEO was $7,002,043. Accordingly, for 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 177 to 1. In contrast, if we exclude temporary and contract employees from our calculations, the median annual total employee compensation increases to $83,340, making our internal pay ratio 84 to 1, which we believe would be a more accurate representation of how our CEO’s pay compares to that of our regular workforce.

  74. Pay Versus Performance

    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 four 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.

  75. Pay Versus Performance

    | Year | Summary Comp Table (SCT) - PEO ($) | Compensation Actually Paid (CAP) – PEO(2) ($) | Average SCT Non-PEOs ($) | Avg CAP - Non-PEOs(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) ($) | Revenue (in thousands)(5) ($) | | | | | | | Total Shareholder Return(4) ($) | Peer Group Shareholder Return(4) ($) | | | | 2024 | 7,002,043 | 3,406,109 | 3,987,539 | 2,439,281 | 125.21 | 101.15 | 251,598 | 5,795,837 | | 2023 | 8,126,837 | 15,213,375 | 4,346,184 | 7,466,839 | 151.58 | 126.75 | 411,146 | 6,392,517 | | 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 |

  76. Pay Versus Performance

    1.During 2020-2024, Mr. M. Keith Waddell was our CEO. During 2020-2022, the Company’s non-PEO NEOs consisted of Messrs. Michael C. Buckley, Paul F. Gentzkow, Robert W. Glass, and Harold M. Messmer, Jr. During 2023-2024, the Company’s non-PEO NEOs consisted of Messrs. Michael C. Buckley, Paul F. Gentzkow, Joseph A. Tarantino, and Harold M. Messmer, Jr.

  77. Pay Versus Performance

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  78. Pay Versus Performance

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  79. Pay Versus Performance

    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:

  80. Pay Versus Performance

    | 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) ($) | | 2024 | 7,002,043 | (4,842,824) | 5,984,449 | (3,795,077) | — | (942,482) | — | — | 3,406,109 | | 2023 | 8,126,837 | (5,184,571) | 9,251,809 | 2,764,629 | — | 254,671 | — | — | 15,213,375 | | 2022 | 9,391,554 | (5,304,563) | 4,509,735 | (9,246,281) | — | (296,214) | — | — | (945,769) | | 2021 | 8,971,474 | (5,202,987) | 12,062,350 | 14,239,450 | — | 1,383,812 | — | — | 31,454,099 | | 2020 | 6,595,507 | (4,575,965) | 7,360,830 | 458,750 | — | (2,400,102) | — | — | 7,439,020 |

  81. Pay Versus Performance

    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:

  82. Pay Versus Performance

    | 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) ($) | | 2024 | 3,987,539 | (2,470,392) | 2,996,035 | (1,669,206) | — | (404,695) | — | — | 2,439,281 | | 2023 | 4,346,184 | (2,470,675) | 4,257,733 | 1,175,120 | — | 158,477 | — | — | 7,466,839 | | 2022 | 4,226,824 | (2,185,148) | 1,857,728 | (4,301,705) | — | (192,369) | — | — | (594,670) | | 2021 | 4,029,518 | (2,143,374) | 4,969,092 | 8,239,605 | — | 898,682 | — | — | 15,993,523 | | 2020 | 3,458,542 | (2,337,509) | 3,760,082 | 297,925 | — | (1,558,693) | — | — | 3,620,347 |

  83. Pay Versus Performance

    4.Total Shareholder Return is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each year listed. 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.

  84. Pay Versus Performance

    | Robert Half Inc. | 49 | 2025 Proxy Statement |

  85. Pay Versus Performance

    | Compensation | Table of Contents |

  86. 2024 Director Compensation

    2024 Director Compensation The table below sets forth information regarding the compensation paid to our non-employee directors for 2024 Board and committee service. Directors who also are employees do not receive additional compensation for services as a director.

  87. 2024 Director Compensation

    | Name | Fees Paid in Cash ($) | Stock Awards(a) ($) | All Other Compensation(b) ($) | Total ($) | | Jana L. Barsten | 39,862 | 279,588 | 5,000 | 324,450 | | Julia L. Coronado | 53,500 | 279,588 | 10,000 | 343,088 | | Dirk A. Kempthorne | 52,396 | 279,588 | 5,000 | 336,984 | | Marc H. Morial | 53,500 | 279,588 | 10,000 | 343,088 | | Robert J. Pace | 68,500 | 279,588 | 10,000 | 358,088 | | Frederick A. Richman | 86,500 | 279,588 | 10,000 | 376,088 | | Marnie H. Wilking | 52,396 | 279,588 | — | 331,984 |

  88. 2024 Director Compensation

    a.Consists of restricted shares granted under the Stock Incentive Plan. All amounts under the “Stock Awards” column represent grant date fair value of the underlying stock at the date of grant computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Pursuant to the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. As of December 31, 2024, Dr. Coronado and Messrs. Kempthorne, Morial, Pace and Richman each held 9,400 restricted shares. Ms. Wilking held 7,046 restricted shares, and Ms. Barsten held 3,929 restricted shares. b.The other compensation listed for Ms. Barsten, Dr. Coronado, Gov. Kempthorne, Mr. Morial, Mr. Pace and Mr. Richman in this column include matching contributions to eligible nonprofit organizations under the Company’s matching gift program that covers non-employee directors.

  89. 2024 Director Compensation

    | Robert Half Inc. | 52 | 2025 Proxy Statement |

  90. 2024 Director Compensation

    | Table of Contents | Compensation |

  91. 2024 Director Compensation

    Cash fees for non-employee directors are as follows: (1) an annual fee of $40,000 for service on the Board, (2) a fee of $1,500 for each Board meeting attended, (3) a $3,000 annual fee for service on each of, as applicable, the Audit Committee, the Compensation Committee, and/or the Nominating and Governance Committee, and (4) an additional annual fee of $15,000 for serving as Chair of the Audit Committee, the Compensation Committee or the Nominating and Governance Committee. All non-employee directors also receive reimbursement for travel and other expenses directly related to activities as directors. Decisions regarding our non-employee director compensation program are approved by our full Board of Directors based on recommendations by our Compensation Committee. In making such recommendations, our Compensation Committee takes into consideration the director compensation practices of competitors and other companies and whether such recommendations align with the interests of our stockholders. Like under our executive officer compensation program, our Compensation Committee reviews the total compensation of our non-employee directors and each element of our director compensation program annually. Consistent with the mix of compensation elements for executive officers, the substantial majority of the compensation for the Company’s Board of Directors is also equity based with multi-year vesting periods. The Compensation Committee did not make any changes to the program for 2024. On May 15, 2024, the date of the Company’s 2024 annual meeting of stockholders, Messrs. Kempthorne, Morial, Pace and Richman, Mss. Barsten, Wilking, and Dr. Coronado each received a grant of 3,929 restricted shares under the Stock Incentive Plan. The closing price of the Company’s stock on the date of grant was $71.16 per share, so the grant date fair value of each award was $279,588, approximately the same grant date value as the 2023 grant of equity to non-employee directors. Each of the foregoing grants is subject to a time vesting condition which provides for the vesting of 25% of the grant on each of May 31, 2025, May 31, 2026, May 31, 2027 and May 31, 2028. Notwithstanding the foregoing, each grant will vest upon the recipient’s retirement (except under certain specified circumstances), death, termination due to total and permanent disability, or the occurrence of a Change in Control (see Appendix A for a definition of this term). Messrs. Richman, Pace, and Morial are eligible for retirement under the foregoing provision. Equity grants with approximately the same grant date value as our fiscal 2024 director equity grants will be made to our continuing non-employee directors on the date of the Meeting.