ROBERT HALF (RHI)
Sector: Industrials
2026 Annual Meeting Analysis
ROBERT HALF · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Barsten joined the board in 2023, which is within the 24-month new-director exemption period from the TSR trigger, so she is exempt from the underperformance trigger; no other disqualifying factors identified, and she brings strong audit and financial expertise as a former Big Four partner.
For Analysis
Robert Half's stock has declined 64% over the past three years while the industrials sector benchmark (XLI) gained 82%, a gap of -146 percentage points — more than four times the 30-percentage-point threshold that triggers a vote against qualifying directors. The five-year picture is equally severe (-65.8% for RHI vs. sustained XLI gains), so the five-year mitigant does not apply. All eight directors with meaningful tenure overlap with this underperformance period receive an AGAINST vote. Only Jana Barsten, who joined in 2023 and falls within the 24-month new-director exemption, avoids the trigger on tenure grounds — however, because she is also newly appointed, this analysis flags the exemption explicitly. Note: the proxy discloses no named compensation peer group for TSR benchmarking purposes in the director election context, so the XLI sector ETF fallback applies with a 30-percentage-point threshold for negative absolute TSR.
Say on Pay
✓ FORCEO
M. Keith Waddell
Total Comp
$6,073,178
Prior Support
97.8%%
The CEO's total reported compensation of approximately $6.1 million is modest relative to the benchmark for a CEO of a $2.4 billion company, and the company's own disclosure notes that CEO pay as a percentage of total market capitalization (0.1%) is well below the 0.4% staffing industry median. The pay structure is strongly performance-based — 92% of the CEO's target pay is variable, with annual bonuses that actually paid out at only 59.1% of target (reflecting genuine revenue and earnings declines) and long-term equity awarded entirely as performance shares tied to three-year relative ROIC and relative total shareholder return metrics against an industry peer group. Although shareholders have experienced significant stock price declines, the incentive structure demonstrably reduced actual payouts in line with poor financial results, which is exactly what a pay-for-performance program should do. Prior say-on-pay support was 97.8%, and a meaningful clawback policy is in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
24 yrs
Audit Fees
$3,348,808
Non-Audit Fees
$397,060
PwC has audited Robert Half since 2002, giving it 24 years of tenure — just under the 25-year threshold that would trigger a vote against. Non-audit fees (audit-related fees of $395,060 plus other fees of $2,000, totaling $397,060) represent approximately 11.9% of core audit fees of $3,348,808, well below the 50% threshold. No material restatements were identified, and PwC is a Big Four firm appropriate for a company of Robert Half's size.
Overall Assessment
The 2026 Robert Half annual meeting presents four proposals; the most significant governance concern is severe, sustained stock price underperformance — the stock has lost 64% over three years while the industrials sector ETF (XLI) gained 82%, triggering an AGAINST vote for eight of nine director nominees under the TSR underperformance policy. The say-on-pay and auditor ratification proposals both pass the applicable policy screens, as CEO compensation is modest and genuinely performance-linked, and PwC's fees and tenure fall within acceptable bounds.