Dirk A. Kempthorne
ROBERT HALFAbout Dirk A. Kempthorne
Dirk A. Kempthorne, age 73, has served as an independent director of Robert Half Inc. since 2019. He is President of The Kempthorne Group (since 2009), former President & CEO of the American Council of Life Insurers (2010–Aug 2018), and previously held senior public offices including U.S. Secretary of the Interior (2006–2009), Governor of Idaho (1999–2006), U.S. Senator (1993–1999), and Mayor of Boise (1986–1993) . His core credentials center on government/regulatory expertise, leadership, sustainability oversight, and fiduciary stewardship from prior public service and board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kempthorne Group | President | 2009–present | Consulting leadership; regulatory/government affairs expertise |
| American Council of Life Insurers | President & CEO | 2010–Aug 2018 | Industry leadership; policy and advocacy |
| U.S. Department of the Interior | Secretary | 2006–2009 | Environmental/sustainability oversight; fiduciary budgets |
| State of Idaho | Governor | 1999–2006 | Executive leadership; fiscal responsibility |
| U.S. Senate (Idaho) | Senator | 1993–1999 | Legislative governance and oversight |
| City of Boise | Mayor | 1986–1993 | Municipal executive leadership |
| Protiviti (RHI subsidiary) | Independent Advisory Board member | 2009–2019 | Advisory oversight prior to RHI board election |
External Roles
| Company | Role | Committees |
|---|---|---|
| FMC Corporation (NYSE: FMC) | Director | Chair, Sustainability; Member, Compensation & Human Capital Committee |
| Olympic Steel, Inc. (Nasdaq: ZEUS) | Director | Chair, Nominating & Governance; Member, Compensation |
Board Governance
- Committee assignments at RHI: Member, Compensation Committee; Member, Nominating & Governance Committee .
- Compensation Committee composition (2024): Pace (Chair), Richman, Kempthorne; no Item 404 related-party relationships for committee members disclosed .
- Independence: Board determined Kempthorne is independent; all three standing committees are 100% independent; audit/compensation committees meet heightened NYSE/SEC independence standards .
- Attendance/engagement: Board met five times in 2024; directors averaged over 98% attendance with all directors meeting ≥75% of board and committee meetings; all directors attended the 2024 annual meeting; independent directors meet in executive session at least quarterly .
- Overboarding policy: Directors limited to no more than three public company boards; all current directors comply. Kempthorne serves on RHI plus two other public boards (total 3), at the policy limit but in compliance .
| Committee | Status | Meetings in 2024 |
|---|---|---|
| Compensation | Member (Kempthorne) | 5 |
| Nominating & Governance | Member (Kempthorne) | 2 |
| Audit | Not a member | 5 |
| Executive | Not a member | 0 |
Fixed Compensation
- 2024 director cash fee schedule: $40,000 annual board fee; $1,500 per board meeting attended; $3,000 annual fee per committee membership (Audit/Compensation/Nominating & Governance); $15,000 additional annual fee for committee chair roles; travel/expenses reimbursed .
| Year | Cash Fees ($) | Other Cash ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 52,396 | 5,000 (matching gifts) | 57,396 |
Performance Compensation
Director equity is time-based (not performance-conditioned):
- 2024 grant: 3,929 restricted shares on May 15, 2024 at $71.16 per share ($279,588 grant-date fair value). Vests 25% on each of May 31, 2025/2026/2027/2028; accelerates upon certain retirement scenarios, death, disability, or change in control .
- As of Dec 31, 2024, Kempthorne held 9,400 restricted shares outstanding .
| Metric | 2024 Director Equity Grant | Vesting | Notes |
|---|---|---|---|
| Restricted stock (units) | 3,929 | 25% annually, 2025–2028 | Grant-date fair value $279,588 |
| Restricted stock (held at 12/31/24) | 9,400 | As scheduled | Time-based; no performance metrics |
Other Directorships & Interlocks
- Outside public boards: FMC; Olympic Steel (see External Roles) .
- Related-party transactions: None disclosed for Kempthorne; Compensation Committee members (including Kempthorne) had no Item 404 relationships; board independence review noted de minimis items for other directors (Morial charity donation; HundredX contract) and still affirmed independence .
Expertise & Qualifications
- Primary expertise: Government/legal/regulatory, environmental/sustainability, leadership, fiduciary oversight; board skills matrix reflects strong alignment to governance and regulatory competencies .
Equity Ownership
- Beneficial ownership: 12,310 shares as of March 31, 2025; percent of common stock is de minimis (table shows “—”), consistent with ~0.012% based on 102,005,651 shares outstanding at the record date .
- Ownership policy: Directors must hold shares equal to 6x annual cash board retainer; all directors are in compliance, exceeding minimums .
- Hedging/pledging policy: Company prohibits hedging and pledging of Company stock by directors, officers, and employees .
| Ownership Item | Amount |
|---|---|
| Beneficially owned shares (3/31/2025) | 12,310 |
| Shares outstanding (record date 3/24/2025) | 102,005,651 |
| Ownership % | ~0.012% (derived from ) |
| Restricted shares held (12/31/2024) | 9,400 |
| Director ownership guideline | 6x annual cash retainer; in compliance |
| Hedging/pledging | Prohibited |
Insider Trades
| Date | Type | Shares | Price ($) | Value ($) | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| Aug 1, 2024 | Sale | 1,300 | 63.09 | 82,015 | 13,342 | (https://finviz.com/insidertrading.ashx?oc=1463021&tc=7) |
| Nov 26, 2024 | Sale | 1,032 | 74.35 | 76,729 | 12,310 | (https://finviz.com/insidertrading.ashx?oc=1463021&tc=7) |
| Oct 28, 2025 | Sale | 6,505 | 28.8719 | 187,811 | 11,712 | (https://www.sec.gov/Archives/edgar/data/0000315213/000146302125000005/xslF345X05/wk-form4_1761861595.xml) (https://www.investing.com/news/insider-trading-news/dirk-a-kempthorne-sells-robert-half-inc-rhi-stock-worth-187811-93CH-4322140) (https://www.stocktitan.net/sec-filings/RHI/form-4-robert-half-inc-insider-trading-activity-8ffdad54aede.html) |
Governance Assessment
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Strengths:
- Independent director with deep government/regulatory and sustainability experience; active committee roles in Compensation and Nominating & Governance strengthen board oversight .
- High board/committee engagement culture (five board meetings in 2024; >98% average attendance; quarterly executive sessions) supports board effectiveness and investor confidence .
- Alignment policies: strict prohibition on hedging/pledging; strong director ownership requirements met; equity-heavy director pay design (time-based RS) supports long-term alignment .
- Nominating & Governance Committee oversees related-party transactions and political engagement; no Item 404 relationships for compensation committee members (including Kempthorne) .
-
Watch items:
- Board service at policy limit (three public company boards including RHI); while compliant, sustained workload should be monitored for potential overboarding risk in the event of added commitments .
- Insider sales in 2024 and 2025 (modest in size) reduce direct ownership; while common for directors managing diversification/liquidity, continued sales could be read as a neutral-to-cautious signal by some investors absent offsetting purchases (https://finviz.com/insidertrading.ashx?oc=1463021&tc=7).
Overall, Kempthorne’s independent status, committee assignments, and governance expertise support board effectiveness; alignment policies and robust attendance bolster investor confidence, with insider trading activity and service-load monitoring as ongoing risk indicators .