Jana L. Barsten
ROBERT HALFAbout Jana L. Barsten
Age 61; independent director since 2023. Former global audit partner at KPMG LLP in Silicon Valley for 21 years (retired September 2023), with over 37 years of public accounting experience focused on internet, software and services; designated an “audit committee financial expert.” Chairs Robert Half’s Audit Committee and serves on the Nominating & Governance Committee; also a director at Ziff Davis, where she is Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Global audit partner; Global Audit Sector Leader for Technology; member of KPMG’s Global Technology, Media & Telecommunications Board | 21 years as partner; retired Sep 2023; 37+ years in public accounting | Financial/regulatory expertise; deep software/technology industry exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Half Inc. (NYSE: RHI) | Independent Director; Audit Committee Chair; Nominating & Governance Committee member | Director since 2023 (current) | Audit Committee financial expert; risk oversight and auditor independence |
| Ziff Davis (NYSE: ZD) | Independent Director; Audit Committee Chair | Current | External audit leadership; adds technology/media governance experience |
Board Governance
- Independence: Board determined Barsten has no material relationship and is independent under NYSE rules; Audit and Compensation members meet heightened independence standards .
- Committees: Audit (Chair) and Nominating & Governance member. 2024 meetings: Audit 5; Nominating & Governance 2 .
- Audit Committee membership: Jana L. Barsten (Chair), Julia L. Coronado, Marc H. Morial, Frederick A. Richman, Marnie H. Wilking .
- Attendance: Board met five times in 2024; each director attended ≥75% of Board/committee meetings; average director attendance 98%; all directors attended the 2024 annual meeting .
- Audit Committee remit: Oversees auditor selection/fees/independence, internal controls, internal audit effectiveness; monitors risk assessment processes, including cybersecurity incidents and suspected Code violations; receives quarterly internal audit and external auditor reports .
- Risk scope: Audit Committee oversight includes major financial, operational, compliance, reputational, strategic, cybersecurity and artificial intelligence risks; maintains whistleblower procedures routed to the Audit Chair and Corporate Compliance .
- Board leadership: Independent directors meet regularly in executive session led by Lead Director Frederick A. Richman; committee membership complies with independence standards .
- Director service limits: No director may serve on >3 public company boards without approval; all current directors are in compliance .
Fixed Compensation
| Component | 2024 Amount/Term | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Program term for non‑employee directors |
| Board meeting fee (cash) | $1,500 per Board meeting attended | Program term |
| Committee membership fee (cash) | $3,000 per committee | Program term |
| Committee chair fee (cash) | $15,000 per committee chaired | Program term |
| Jana L. Barsten — Fees paid in cash (2024) | $39,862 | Actual paid |
| Jana L. Barsten — All other compensation (2024) | $5,000 | Matching gifts under director program |
Performance Compensation
| Equity Award Detail | Value | Terms |
|---|---|---|
| 2024 annual director grant (restricted shares) | $279,588 grant‑date fair value | 3,929 restricted shares granted May 15, 2024 (grant date close $71.16) |
| Vesting schedule | 25% on May 31, 2025; 25% on May 31, 2026; 25% on May 31, 2027; 25% on May 31, 2028 | Time‑based vesting; multi‑year horizon |
| Acceleration triggers | Retirement (except certain circumstances), death, total & permanent disability, change in control | Director grants vest on these events |
| Performance metrics tied to director equity | None disclosed (time‑vest only) | Committee confirmed no changes to director program for 2024 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Related Party Exposure |
|---|---|---|
| Ziff Davis (NYSE: ZD) | Audit Committee Chair | No RHI‑disclosed related party transactions involving Barsten; Board independence determination lists only transactions related to other directors (National Urban League donation; HundredX contract) |
The proxy discloses two Item 404 transactions considered for independence (National Urban League; HundredX), none involving Barsten by name; Board affirmed her independence .
Expertise & Qualifications
- Audit committee financial expert (SEC/NYSE) designation; independent .
- Skills matrix marks: Financial Expert; Technology; Global/International; Government/Legal/Regulatory; Industry Knowledge; Leadership .
- Career focus: internet, software and services; Big Four audit leadership roles and global sector oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Restricted shares held (as of Dec 31, 2024) | 3,929 restricted shares (granted under Company benefit plans) |
| Other shares held | 100 shares purchased prior to becoming a director |
| Director ownership guideline | Minimum shares with fair market value equal to 6x annual cash Board retainer; compliance required within 5 years of election for new directors |
| Compliance status | As of Dec 31, 2024, each director exceeded minimum ownership and is in compliance |
| Hedging/Pledging policy | Directors, officers and employees prohibited from hedging or pledging Company stock (e.g., forwards, swaps, collars, exchange funds) |
Governance Assessment
- Strengths: Independent audit financial expert leading Audit Committee; robust risk oversight including cybersecurity and AI; high attendance and engagement; equity‑heavy director compensation with multi‑year vesting aligns interests; ownership guidelines enforced and met; hedging/pledging prohibited .
- Compensation program stability: No changes to director program in 2024; grant values consistent with 2023; equity vests over four years; no director excise tax gross‑ups on change in control .
- Conflicts: No Item 404 related‑party transactions disclosed involving Barsten; Board affirmed independence. Transactions considered for other directors were substantially below NYSE thresholds (Urban League $50,000; HundredX $84,000) .
- RED FLAGS: None disclosed for Barsten on attendance, related‑party transactions, hedging/pledging, or pay anomalies; Board attendance strong (avg 98%) and all directors attended the 2024 annual meeting .