ROBERT HALF INC
For the period ended May 15, 2024. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 12, 2024
Contents
Compensation Process
Each component of compensation for our executive officers is determined by the Compensation Committee. The Compensation Committee determines what changes, if any, should be made to continuing arrangements, such as base salaries and benefits. When determining compensation for the coming year, the Compensation Committee reviews (a) the Company’s results for the prior year, (b) the issues that are expected to confront the Company in the coming year, (c) the individual performance of the executive officers, (d) the need to set compensation at levels that promote retention, (e) the Company’s ESG performance and (f) such other information it deems appropriate. The Compensation Committee does not assign specific weights to these factors. However, the most important of these factors is the Company’s performance and, as described above, the vast majority of executive compensation is highly contingent upon the Company’s results.
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In addition, the Compensation Committee considers executive compensation at competitors and other companies (including the Staffing Industry Analysts study) and other factors such as compensation as a percentage of total market value. While this review and the items in the foregoing paragraph inform the decisions of the Compensation Committee on the range of compensation opportunities, the Compensation Committee does not tie executive officer compensation to specific market percentiles. After such review, the Compensation Committee makes its ultimate determinations using its business judgment based upon the evaluation of such information and its long-term experience with the Company and its executive officers.
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 2023) 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 2023 has not raised a conflict of interest. While the Compensation Committee receives input from the CEO and Executive Chairman and discusses compensation with them, the ultimate decision regarding compensation is solely at the discretion of the Compensation Committee.
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