Timothy T. Clifford

About Timothy T. Clifford

Timothy T. Clifford, age 69, has served on Insperity’s Board since October 2016 and is the Lead Independent Director. He chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee. Clifford brings deep HR technology and entrepreneurial experience, including founding Workscape, senior leadership at ADP, and CEO tenure at Frontline Education; he holds a Bachelor of Liberal Arts from Northeastern University .

Past Roles

External Roles

Board Governance

• Roles and independence: Lead Independent Director; independent under NYSE rules (Board affirmed independence of all directors except CEO Sarvadi and former executive Rawson in Feb 2025) .
• Committee assignments and 2024 cadence:
  • Compensation Committee: Chair; met 5 times in 2024 .
  • Nominating & Corporate Governance Committee: Member; committee met 4 times in 2024 .
• Lead Independent Director responsibilities include setting agendas for executive sessions, presiding when the Chair/CEO is conflicted or absent, liaising between independent directors and CEO, and collaborating on governance and conflicts oversight .
• Board engagement: Board met 6 times in 2024; all directors attended ≥75% of Board/committee meetings during their service; all ten then-current directors attended the 2024 Annual Meeting .

Fixed Compensation

• NSP director fee structure (paid in cash or stock at director’s option):

  Component	Annual Amount
  Board retainer	$85,000
  Compensation Committee member	$10,000
  Compensation Committee chair fee	$15,000
  Finance, Risk & Audit Committee member	$15,000
  Nominating & Corporate Governance member	$5,000
  Lead Independent Director retainer	$42,500
  Commonality, Equality & Cohesion Liaison retainer	$35,000

• Annual equity grant: Unrestricted common stock with aggregate fair value $190,000 at each Annual Meeting (rounded up for fractional shares) .

• Clifford’s 2024 director pay:

  Item	Amount ($)
  Fees Earned/Paid in Cash	154,375
  Stock Awards (fair value)	188,472
  Total	342,847

Performance Compensation

As Compensation Chair, Clifford oversees executive pay programs tied to multi-factor performance.

• Short-Term Incentive Program (2024) targets and results:

  Metric	Weight	Target	Actual	Performance Modifier
  Adjusted EBITDAIC (in $mm)	30%	$338.6	$345.5	119%
  PWEE Growth (avg WSEEs)	30%	2.5%	1.4%	43%
  WX Employee Growth (traditional payroll solution)	10%	21%	14.6%	29%
  Workday Partnership Strategy (scored points)	30%	24	27	125%

  Result: NEO bonuses paid at ~89% of target (example CEO payout $1,541,411) .

• Long-Term Incentive Program (2024 awards): 75% adjusted EBITDA, 25% relative TSR vs 18-company peer set; 2024 EBITDA tranche certified at 130% for first third of the 2024 LTIP; RTSR component capped at 100% if absolute TSR negative .

• Say-on-pay: 98% approval at 2024 annual meeting, indicating shareholder support for pay programs overseen by the committee .

Other Directorships & Interlocks

• Current public company directorships: none disclosed for Clifford; prior public directorship at Carbonite (2013–2015, audit committee) .
• Compensation Committee interlocks: none; no Insperity executive served on boards/comp committees of companies with Insperity executives on their boards/committees .

Expertise & Qualifications

• Deep HR tech and HCM domain expertise; founder/operator background (Workscape), large-scale HCM operations at ADP, and K‑12 HR SaaS leadership (Frontline Education) .
• Governance and audit exposure via prior public board service and audit committee membership .
• Skill set aligns with Board’s desired expertise in Information/Technology, Service Operations, Strategic Planning, and Risk Oversight .

Equity Ownership

Stock ownership guidelines require non-employee directors to own 5× their annual cash retainer; the Company states the CEO, other executive officers, and each non-employee director are in compliance or expected to be within the applicable time period .

Governance Assessment

• Strengths:

  • Independent leadership: Lead Independent Director role with robust responsibilities enhances board effectiveness and oversight .
  • Compensation governance: Independent committee chaired by Clifford, use of independent consultant (FW Cook), multi-metric STI and performance-weighted LTI with RTSR safeguards; strong shareholder support (98% say-on-pay) .
  • Engagement: Board and committees met regularly in 2024; attendance thresholds met by all directors .

• Potential conflicts / RED FLAGS:

  • Related-party exposure: Insperity provides PEO services to an entity associated with Clifford (one client company); 2024 net service fees of $126,282 against $909,645 payroll costs, within pricing range of unrelated clients per policy. This is disclosed and subject to the Audit Committee’s related-party transaction review process .
  • Equity alignment: Clifford’s ownership is modest (~0.05% of shares), but director guidelines and annual unrestricted stock grants support alignment .

• Overall signal: Governance structures (lead independent oversight, independent committees, anti-hedging policy, double-trigger equity for executives) reduce risk of pay or oversight misalignment; related-party PEO client relationship is monitored through formal policy and appears immaterial in context of fee levels .

Note: Insider trading Form 4 activity for Clifford is not detailed in the proxy; only beneficial ownership is disclosed above .