Joseph A. Tarantino
ROBERT HALFAbout Joseph A. Tarantino
Joseph A. Tarantino, age 66, is President and Chief Executive Officer of Protiviti, Robert Half’s consulting subsidiary. He has served as Protiviti CEO since 2007 and has been with Protiviti since its inception in 2002; he was appointed as a Robert Half executive officer in May 2023 . In 2024, Protiviti segment revenue was $1.95B versus a $2.03B target, and segment income was $160.2M versus a $209.1M target, resulting in an 80.5% payout under his annual bonus formula . Company-level performance context: Robert Half’s 2024 ROIC was 17%, with operating cash flow of $410M and continued dividends and buybacks; the Company ended 2024 with $538M in cash and no debt . The Company’s total shareholder return (TSR) value of an initial fixed $100 investment stood at 125.21 as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Protiviti | President & CEO | 2007–present | Leadership of global consulting firm; sustained revenue growth to ~$1.95B in 2024 |
| Protiviti | Managing Director, U.S. Northeast; led global industry program | 2002–2007 | Built regional practice; established global industry programs during early growth phase |
External Roles
(None disclosed for Mr. Tarantino in the proxy excerpts reviewed)
Fixed Compensation
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Base Salary | 850,000 | 850,000 |
| Bonus (Protiviti ICP for 2023; APBP in 2024) | 1,089,000 | — (bonus paid under APBP shown below) |
| All Other Compensation (Deferred plan contributions) | 357,443 | 312,782 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout/Satisfaction | Vesting/Notes |
|---|---|---|---|---|---|
| Protiviti Segment Revenue (APBP 2024) | 20% | $2.03B | $1.95B | 96.3% of target | Cash bonus component |
| Protiviti Segment Income (APBP 2024) | 80% | $209.1M | $160.2M | 76.6% of target | Cash bonus component |
| APBP Combined (2024) | — | — | — | 80.5% of target | Mr. Tarantino actual bonus $1,235,216 |
| Performance Shares (Grant 3/19/2024) | — | 26,597 shares | — | Max 49,869 shares (187.5% of target) | 3-year cliff vest (to 3/19/2027); ROIC relative to 65th percentile (forfeit below 40th), TSR modifier ±25% |
| Restricted Shares (Protiviti ICP) | — | 9,055 shares (3/19/2024) | — | — | Time-based vesting; value $711,542 (at $78.58) |
Additional realized performance: 2022 performance share awards (measurement 1/1/2022–12/31/2024) were earned at 112.5% of target; Mr. Tarantino’s target 8,157 shares, additional 1,019 shares, total 9,176 shares; vested 3/23/2025 following certification .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Unvested Shares (as of 12/31/2024) | 32,437 shares; market value $2,285,511 at $70.46 |
| Unearned Performance Shares (max basis, not yet vested) | 81,845 shares; market value $5,766,799 at $70.46 |
| Protiviti ICP Restricted Shares – Vesting Schedule | Of 23,261 unearned restricted shares: 5,490 vested on 2/28/2025; 2,263 on 3/19/2025; 7,755 vest on 2/28/2026; 5,489 on 2/28/2027; 2,264 on 2/28/2028 |
| Options | None outstanding; Company stopped issuing options to executive officers in 2005 |
| Hedging/Pledging | Prohibited for directors, officers, employees (no hedging/monetization; no pledging) |
| Ownership Guidelines | 3x salary for NEOs; Tarantino minimum required shares: 37,779; all officers in compliance |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Severance Agreement | Lump sum equal to 2 years’ base salary if terminated without cause, constructive reduction in salary, or required relocation; within 1 year post-CIC, bonus replaced by 2x prior year’s bonus; continued benefits for 2 years; time vesting on outstanding equity ceases (performance conditions remain); non-qualified plan amounts vest |
| Change-in-Control (Illustrative, as of 12/31/2024) | Value of outstanding equity: $8,052,310; Lump sum salary: $1,700,000; Lump sum bonus: $2,470,432; Medical benefits: $412,923; Life insurance: $19,302 |
| Part-Time Employment Agreement (Post-Retirement) | 4 years post-retirement; compensation equals 8% of average annual cash base salary+bonus over highest 5 of prior 10 years; non-compete and non-solicit during part-time period; equity continues vesting per original terms |
| Clawback | Executive Compensation Clawback Policy amended in 2023 to align with SEC Rule 10D-1 and NYSE listing rule; applies to incentive pay |
| Severance Cap Policy | Future severance agreements not to exceed 2.99x salary+bonus; no excise tax gross-ups |
Multi-Year Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 850,000 | 850,000 |
| Stock Awards (Grant-date fair value, ASC 718; includes Protiviti ICP where applicable) | 2,455,886 | 2,944,360 |
| Non-Equity Incentive Plan Compensation | 227,348 | 1,235,216 |
| All Other Compensation | 357,443 | 312,782 |
| Total | 4,979,677 | 5,342,358 |
Performance & Track Record
- Protiviti grew from $18M in first full quarter of operation to ~$1.95B in annual revenue in 2024, reflecting long-term value creation under Company leadership which includes Mr. Tarantino’s tenure at Protiviti since 2002 and CEO role since 2007 .
- Company TSR (value of $100 initial investment) measured to year-end 2024 is 125.21; peer group TSR value is 101.15, providing context for relative performance in pay-versus-performance disclosures .
- Company-level ROIC was 17% in 2024, with consistent capital returns to shareholders and strong balance sheet positioning (no debt) .
Compensation Committee Analysis & Governance
- Equity awards to executive officers are 100% performance-based (ROIC and TSR metrics; three-year cliff vesting) .
- 2024 say-on-pay support was 93.5% .
- Independent compensation consultant FW Cook retained; assessed as independent and conflict-free .
- Hedging/pledging prohibited; annual risk assessments indicate programs do not encourage excessive risk-taking .
Equity Ownership & Alignment
| Alignment Factor | Assessment |
|---|---|
| Pay-for-performance mix | 100% PSUs for equity; bonuses formulaic on revenue and net income; no guaranteed increases |
| Ownership policy compliance | Exceeds minimum; prohibited hedging/pledging; dividends on unearned shares are accrued only and forfeited if awards are forfeited |
| Option risk | No options outstanding, reducing potential for repricing risks |
Employment Contracts, Severance, and Change-of-Control Economics
| Trigger | Key Terms for Tarantino |
|---|---|
| Involuntary termination without cause | 2x base salary; pro rata bonus; benefits continuation; vesting relief on time-based conditions; retirement plan vesting; no excise tax gross-ups |
| Change-in-control (within 1 year) | Salary 2x; bonus 2x prior-year bonus; equity and benefits as summarized above |
| Post-retirement part-time | 4 years at 8% of average cash comp; non-compete/non-solicit during term |
Risk Indicators & Red Flags
- No pledging or hedging; no stock options; clawback policy updated to SEC/NYSE standards; severance cap at 2.99x reduces pay-risk inflation .
- No excise tax gross-ups; annual risk assessments support sound design; strong say-on-pay support (93.5%) .
Investment Implications
- Compensation alignment: High at-risk mix (100% PSUs; formulaic bonus on segment metrics) suggests strong pay–performance alignment; ROIC/TSR gates and forfeiture thresholds curb windfalls and encourage capital efficiency .
- Near-term selling pressure: Key vesting dates include three-year cliff for 2024 PSUs (March 19, 2027) and ongoing vesting of legacy Protiviti ICP restricted shares through 2028; these create identifiable liquidity windows but hedging/pledging prohibitions limit risk mitigation behaviors .
- Retention risk: Competitive total compensation, ownership policy compliance, and structured post-retirement consulting agreements reduce retention risk; severance/change-in-control benefits offer downside protection but within a conservative cap .
- Execution track: Protiviti’s scale-up under Tarantino’s leadership and Company-level ROIC discipline underpin long-term value creation; 2024 downside in segment income moderated bonus payouts to 80.5% of target, demonstrating goal rigor .