Frederick A. Richman
ROBERT HALFAbout Frederick A. Richman
Frederick A. Richman, age 79, is an independent director who first served on Robert Half’s board from 1994–2001 and rejoined in 2008. He is currently Lead Director and chairs both the Nominating & Governance and Executive Committees; he also serves on the Audit and Compensation Committees. Richman is a longtime tax and legal professional, having been a senior partner at O’Melveny & Myers LLP, a Principal (2001–2008) and then consultant (since 2008) to Deloitte Tax LLP, bringing legal, regulatory, and financial expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Melveny & Myers LLP | Senior Partner (law) | Pre-2001 | Legal, regulatory, financial expertise applied to board oversight |
| Deloitte Tax LLP | Principal; later Consultant | Principal 2001–2008; Consultant since 2008 | Tax advisory expertise; governance and compliance insight |
| Robert Half Inc. (RHI) | Director | 1994–2001; 2008–present | Lead Director; Chair Nominating & Governance and Executive; member Audit & Compensation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | Public Boards count: 1 (RHI only) |
Board Governance
- Independence: The board determined Richman is “independent” under NYSE rules; Audit and Compensation Committees are composed entirely of independent directors .
- Lead Director: Richman’s duties include presiding over executive sessions, liaising between the Chairman and independent directors, approving retention of board consultants, coordinating CEO evaluations with the Compensation Committee, and calling meetings of independent directors .
- Committee assignments (2024): Audit (member), Compensation (member), Nominating & Governance (Chair), Executive (Chair); board met five times in 2024 with directors averaging 98% attendance; independent directors meet in executive session at least quarterly, led by Lead Director Richman .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent |
| Lead Independent Director | Yes; duties specified in Corporate Governance Guidelines |
| Committees | Audit (member), Compensation (member), Nominating & Governance (Chair), Executive (Chair) |
| 2024 Board meetings | 5; average director attendance 98%; all directors attended 2024 annual meeting |
| Executive sessions | Independent directors meet at least quarterly; led by Richman |
Fixed Compensation
- Program structure: Non-employee directors receive cash annual board retainer ($40,000), per-meeting fees ($1,500), committee membership fees ($3,000 per committee), and chair fees ($15,000 for Audit/Compensation/Nominating chairs); equity is granted annually with multi-year vesting .
- 2024 Director Compensation (Richman): Cash fees $86,500; stock awards grant date fair value $279,588; all other compensation $10,000 (matching gifts); total $376,088 .
| Component (2024) | Amount ($) |
|---|---|
| Fees Paid in Cash | 86,500 |
| Stock Awards (grant date fair value) | 279,588 |
| All Other Compensation | 10,000 |
| Total | 376,088 |
- Mix and alignment: Equity forms the substantial majority of director compensation; board reviews director pay annually and made no program changes in 2024 .
Performance Compensation
- Annual equity grant: 3,929 restricted shares granted May 15, 2024; vesting 25% on each of May 31, 2025/2026/2027/2028; grant date closing price $71.16 (grant value $279,588). Awards vest upon retirement (except certain circumstances), death, disability, or change-in-control .
| Grant Date | Shares | Grant Date Price ($) | Grant Date Value ($) | Vesting Schedule |
|---|---|---|---|---|
| May 15, 2024 | 3,929 | 71.16 | 279,588 | 25% on May 31, 2025/2026/2027/2028; accelerated on retirement, death, disability, CIC |
Other Directorships & Interlocks
- Public company directorships: “Public Boards: 1,” indicating RHI only .
- Committee interlocks: Compensation Committee members in 2024 (including Richman) had no interlocks or relationships requiring disclosure under Item 404 .
| Company | Role | Committee Interlock/Related Party |
|---|---|---|
| RHI | Director (Lead Director; Chair N&G, Executive) | No compensation committee interlocks disclosed |
Expertise & Qualifications
- Board-designated Audit Committee Financial Expert; recognized for legal, regulatory, and financial expertise, with tenure providing staffing industry insight .
- Skills matrix: Government/legal/regulatory and financial expert attributes acknowledged by the board .
Equity Ownership
- Beneficial ownership: 50,859 shares; includes 9,400 shares acquired under company plans, subject to disposal restrictions per plan terms .
- Ownership policy: Directors must own shares equal to six times the annual cash board retainer; all directors were in compliance as of December 31, 2024 .
| Ownership Metric | Figure |
|---|---|
| Shares Beneficially Owned | 50,859 |
| Restricted/Plan Shares Included | 9,400 |
| Ownership Guideline | ≥ 6x annual cash board retainer |
| Compliance Status | In compliance (all directors exceeded minimum) |
Related Party Transactions & Conflicts
- Oversight: Nominating & Governance Committee, chaired by Richman, oversees related party transactions under a formal policy (established 2023) and political engagement oversight (added 2024) .
- Disclosures: 2024 transactions considered immaterial included a $50,000 donation to National Urban League (CEO of the organization is director Morial) and $84,000 marketing services from HundredX (CEO is director Pace); both below NYSE independence thresholds . No related party transactions disclosed involving Richman .
Risk Indicators & Red Flags
- Hedging and pledging: Prohibited for directors, officers, and employees; policy blocks monetization transactions (e.g., collars, swaps) .
- Tax gross-ups: No excise tax gross-ups for non-employee directors in change-in-control situations .
- Equity repricing: Prohibited without shareholder approval .
- Say-on-pay: 93.5% support in 2024, reflecting shareholder alignment on compensation practices .
Governance Assessment
- Board effectiveness: Richman’s dual leadership roles (Lead Director and chairing Nominating & Governance and Executive Committees) signal strong independent oversight, especially in succession planning, board evaluations, and related party oversight .
- Independence and engagement: High attendance and regular executive sessions led by Richman, with fully independent key committees (Audit/Comp/Nominating), support investor confidence in oversight rigor .
- Alignment: Significant equity in director compensation and strict ownership guidelines enhance skin-in-the-game; hedging/pledging prohibitions further align interests .
- Conflicts: No 404-related party transactions disclosed for Richman; Compensation Committee disclosed no interlocks, mitigating conflict risk .
- Watch items: Board service limit policy (≤3 public boards) shows discipline on overboarding; Richman’s public board count is one (RHI), reducing overcommitment risk . The Executive Committee met 0 times in 2024, so investors should monitor how executive authority is exercised outside regular board processes .