🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as a detailed invitation and information packet for Robert Half's annual shareholder meeting. It explains what will be voted on, who is running the company, how the bosses are paid, and how the company is governed.

👉 Why it matters: As a shareholder, this is your key document to understand how your company is being run and to exercise your voting rights.

🏢 What The Company Does

In simple terms, Robert Half is a global staffing and consulting firm. They help companies find temporary, permanent, and project-based professionals in fields like accounting, finance, technology, and legal. They also own a separate consulting firm called Protiviti.

👉 Why it matters: The company's performance—and thus executive pay—is directly tied to the health of the job market and corporate hiring budgets, which were tough in 2025.

🗳️ The Big Vote: What Shareholders Decide

The annual meeting is virtual on May 13, 2026, at 10:00 a.m. PDT. Shareholders will vote on four main items:

1. Elect 9 Directors to the Board.
2. Approve Executive Compensation ("Say-on-Pay").
3. Amend the Stock Incentive Plan.
4. Ratify PricewaterhouseCoopers LLP as the auditor for 2026.

👉 Why it matters: Your vote influences leadership, pay policies, and the company's long-term direction.

👥 Who's Running the Show (The Board)

The board proposes nine director nominees, including the CEO and other long-tenured executives. Key independence facts:

• Lead Director: Frederick A. Richman (independent).
• Committee Chairs: Jana L. Barsten (Audit), Robert J. Pace (Compensation), Julia L. Coronado (Nominating & Governance).
• The Board met 5 times in 2025, with excellent attendance.

👉 Why it matters: A mix of insider knowledge and independent oversight is crucial for good governance.

💰 How Executives Are Paid (The "Say-on-Pay" Vote)

This is the heart of the document. Pay is designed to be heavily performance-based.

• CEO Pay for 2025: 92% of his target compensation was "at-risk" (tied to performance).
• Tough Year: 2025 was challenging for the staffing industry. Revenue was $5.38 billion and net income was $133 million, both below target.
• Bonuses Paid: Because of this, annual cash bonuses were paid at 59.1% of target for most executives.
• Long-Term Awards: 100% of executive equity awards are performance shares, vesting over 3 years based on:
  1. Relative Return on Invested Capital (ROIC) vs. peers.
  2. Relative Total Shareholder Return (TSR) as a modifier.

👉 Why it matters: This structure directly links what executives earn to company results and shareholder returns over time.

📈 Company Performance & Financial Health

Despite industry headwinds, the company remained financially solid:

• Cash & No Debt: Ended 2025 with $464 million in cash and zero debt.
• Returning Cash to Shareholders: Paid $238 million in dividends and spent $80 million on stock buybacks. The dividend has grown at an 11% annual compounded rate since 2004.
• Operational Metric: Return on Invested Capital (ROIC) for 2025 was 10%.

👉 Why it matters: A strong balance sheet provides stability and flexibility, even during a downturn.

🔮 What's Next & Strategic Direction

• Leadership Continuity: The long-tenured executive team remains in place to navigate the recovery.
• Stock Plan: Shareholders are asked to approve an amended and restated Stock Incentive Plan to continue granting performance-based awards.
• Industry Outlook: Management is steering through a "multi-year staffing recession" caused by economic uncertainty, focusing on retaining key talent and managing costs.

⚖️ Governance & Risk Oversight

The company details strong governance practices:

• Clawback Policies: Has both a required and a supplemental policy to recover incentive pay.
• No Hedging/Pledging: Executives and directors are forbidden from hedging or pledging company stock.
• Ownership Rules: Executives and directors must meet significant stock ownership guidelines.
• Risk Oversight: The Board and its committees actively oversee key risks, including cybersecurity, privacy, and AI.

👉 Why it matters: These policies align leadership interests with shareholders and protect the company from undue risk.

🧠 The Analogy

Managing Robert Half through this downturn is like sailing a high-performance ship through a long, steady headwind. The captains (executives) can't control the wind (the economy), but they are being evaluated and paid on how well they trim the sails (manage operations), maintain the ship's course (capital allocation), and ultimately finish relative to the other boats in the race (peer performance). The ship itself (the company's financials) is sound and well-built.

🧩 Final Takeaway

Robert Half's proxy tells the story of a highly experienced management team being compensated through a rigorous, performance-based plan during a tough industry cycle. Shareholders are being asked to approve this system and the board that oversees it, while the company's strong balance sheet provides a foundation for the eventual recovery.