M. Keith Waddell
ROBERT HALFAbout M. Keith Waddell
M. Keith Waddell (age 68) is President and Chief Executive Officer of Robert Half Inc., Vice Chairman of the Board since 1999, and a director since 1999; he previously served as CFO (1988–2019), Treasurer (1987–2004), and joined the company in 1986 as its third employee . Under his leadership in 2024, revenue was $5.80B and net income $252M amid macro headwinds; ROIC was 17% and the company returned $2.10B to shareholders over five years while ending 2024 with $538M cash and no debt . Say‑on‑pay support was 93.5% in 2024, and 93% of CEO target compensation is performance‑based, with 100% of equity in performance shares tied to three‑year relative ROIC and TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Robert Half Inc. | CEO; President; Vice Chairman; Director | CEO since Dec 15, 2019; President since 2004; Vice Chairman since 1999; Director since 1999 | Led growth through cycles; long‑tenured finance/operator with deep industry, IT controls, and financial expertise |
| Robert Half Inc. | Chief Financial Officer | 1988–2019 | Key leader during substantial growth; helped create Protiviti (launched 2002) which reached ~$1.95B revenue in 2024 |
| Robert Half Inc. | Treasurer | 1987–2004 | Financial stewardship and capital allocation during expansion |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None disclosed beyond RHI | — | “Public Boards: 1” for Waddell (RHI) |
Fixed Compensation
| Year | Base salary ($) | All other compensation ($) | Notes |
|---|---|---|---|
| 2024 | 500,000 | 281,637 (SERP contribution) | Base unchanged vs 2023 |
| 2023 | 500,000 | 383,774 (SERP) | |
| 2022 | 500,000 | 533,086 (SERP) |
- No perquisites were approved for executive officers in 2024; no excise tax gross‑ups .
- SERP allocates 15% of salary+bonus annually; Waddell’s 2024 registrant contribution was $281,637; aggregate SERP balance at 12/31/24 was $17,120,683 with $1,006,183 in 2024 earnings; fully vested .
Performance Compensation
Annual Cash Bonus – Structure and 2024 Outcomes
| Metric | Weight | 2024 target | 2024 actual | Payout vs target |
|---|---|---|---|---|
| Revenue | 20% | $6.19B | $5.80B | 93.6% |
| Net income | 80% | $351M | $252M | 71.8% |
| Combined factor | — | — | — | 76.1% |
| Year | Target bonus ($) | Actual bonus ($) | Payout (%) |
|---|---|---|---|
| 2024 | 1,811,347 | 1,377,582 | 76.1% (company payout factor) |
- Formulaic plan (no leverage): payout scales one‑for‑one to performance; no payout if net income < 0; max the lesser of 200% of target or $9M .
Long‑Term Incentives (Performance Shares)
Design (2024 grants):
- 100% performance shares; three‑year cliff vest on service plus two performance conditions: three‑year relative ROIC vs ~130‑company industry peer group (65th percentile target, 90th percentile max, 40th percentile threshold/forfeit) and three‑year relative TSR as ±25% modifier; continued employment through March 19, 2027 required .
- No stock options; company ceased granting options to executive officers in 2005 .
Key grant/realization data:
| Grant/award | Grant date | Target shares (#) | Max shares (#) | Vesting/measurement | Result |
|---|---|---|---|---|---|
| 2024 PSU grant (CEO) | Mar 19, 2024 | 57,687 | 108,163 | ROIC/TSR over 1/1/24–12/31/26; cliff vest 3/19/27 | In progress |
| 2022 PSU grant (CEO) | Mar 23, 2022 | 38,924 | — | ROIC/TSR over 1/1/22–12/31/24; vested 3/23/25 | Earned at 112.5% (total 43,789) |
| 2021 PSU grant (CEO) | — | — | — | Vested 3/19/24 | 106,978 shares vested; value realized $8,406,331 (@$78.58) |
Vesting cadence and potential supply:
- 2021 PSU vested March 19, 2024; 2022 PSU vested March 23, 2025; 2023 PSU expected March 20, 2026; 2024 PSU expected March 19, 2027 (subject to performance and service) .
- No options outstanding or exercises (RHI has no outstanding options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,424,722 shares; 1.4% of outstanding (as of 3/31/25) |
| Composition/footnotes | Includes 202,630 shares acquired via company plans (disposition restricted) and 1,222,092 shares held jointly with spouse |
| Unvested/Unearned equity at 12/31/24 | Unvested 2022 PSU (performance certified) 43,789; maximum unearned PSUs (2023/2024 cycles) 220,857 |
| Options | None outstanding; company ceased option grants to execs in 2005 |
| Hedging/pledging | Prohibited for directors, officers, employees (no hedging/pledging) |
| Ownership guidelines | CEO must hold stock = 6x salary; Waddell’s minimum was 32,227 shares; all NEOs exceed requirements |
Employment Terms
| Provision | Key terms for Waddell |
|---|---|
| Severance (no CIC) | Lump sum = 2 years base salary if terminated without cause or certain good‑reason conditions; pro‑rata bonus; benefits for 2 years |
| Change‑in‑control | If termination within 1 year post‑CIC: salary multiple 2 years (2.99 years if served as director); bonus = 2x prior‑year bonus (2.99x if served as director); benefits for 2 years (2.99 years if served as director) |
| Vesting on termination | Time‑based vest waived for restricted shares upon qualifying termination; performance conditions remain; SERP fully vests on CIC |
| Part‑time post‑retirement | 4‑year part‑time consulting; pay = 8% of highest 5 of prior 10 years average cash comp; equity continues vesting per schedule; includes non‑compete and non‑solicit during part‑time period; eligibility at later of age 55 or 20 years service (NEOs currently eligible) |
| Clawback | Policy amended to align with SEC Rule 10D‑1/NYSE listing rule; applies to incentive pay |
Estimated potential payments (assuming event on 12/31/24; RHI $70.46 close):
| Payment/Benefit | Retirement ($) | Involuntary termination ($) | Death/Disability ($) | Change in control ($) |
|---|---|---|---|---|
| Value of outstanding equity | 18,646,957 | 18,646,957 | 18,646,957 | 18,646,957 |
| Lump sum salary | — | 1,495,000 | — | 1,495,000 |
| Lump sum bonus | — | — | — | 4,118,970 |
| Consulting fee | 935,040 | — | — | 935,040 |
| Medical benefits | 400,257 | 400,257 | 209,997 | 400,257 |
| Life insurance | — | 28,856 | — | 28,856 |
Board Governance and Director Service
- Board service: Director since 1999; Vice Chairman since 1999; CEO since 2019; serves on the Executive Committee; not independent .
- Leadership structure: Chairman and CEO roles separated (Chairman H.M. Messmer Jr.); Board has a Lead Independent Director (F.A. Richman) with defined duties including CEO evaluation and agenda setting; all key committees are fully independent .
- Committees/attendance: Board met 5 times in 2024; average director attendance exceeded 98%; independent directors meet in executive session at least quarterly .
Say‑on‑Pay and Shareholder Feedback
- 2024 say‑on‑pay approval: 93.5%; committee cites ongoing shareholder engagement and maintained performance‑heavy design (lowered 2024 bonus targets 26.9% vs 2023; equity 100% PSUs) .
Compensation Committee and Peer Framework
- Committee members (2024): Robert J. Pace (Chair), Dirk A. Kempthorne, Frederick A. Richman; no interlocks; independent consultant FW Cook retained; committee reviews market data but does not tie pay to fixed market percentiles .
- Performance peer set for PSUs: ~130 companies (GICS 2020 – Commercial & Professional Services) with ROIC target at 65th percentile and TSR modifier around median .
Related Party, Risk and Governance Policies
- Hedging/pledging prohibited; 1‑year minimum vest; no dividends on unearned shares; no option repricing; severance capped at ≤2.99× salary+bonus; no excise tax gross‑ups .
- Related party transactions disclosed (unrelated to Waddell): $50,000 donation to National Urban League (Morial) and $84,000 marketing software/services from HundredX (Pace); both below NYSE thresholds and independence maintained .
Investment Implications
- Alignment: Strong pay‑for‑performance design with 93% of CEO target pay performance‑based and 100% of equity in PSUs; clawback and anti‑hedging/pledging policies reinforce alignment; CEO owns 1.4% of shares outstanding and far exceeds ownership guidelines, supporting “skin in the game” .
- Vesting and potential supply: Large PSU vestings occurred in 2024 (106,978 shares) and 2025 (2022 cycle total 43,789), with additional 2023/2024 cycles scheduled for 2026/2027 subject to performance; monitor Form 4s near these dates for selling pressure, though policy and part‑time arrangements may stagger liquidity .
- Retention/transition risk: Severance and CIC protection (including 2.99× multiples given director status) plus a four‑year post‑retirement consulting arrangement reduce resignation risk and provide succession glidepath; however, the modified CIC triggers for directors (voluntary termination within one year post‑CIC) are more shareholder‑friendly than pure single‑trigger but still generous versus many peers .
- Performance execution: 2024 bonus paid at 76.1% due to softer revenue and net income, but ROIC remained solid at 17%; prior PSU cycles earned above target (112.5% for 2022 cycle), indicating rigor yet achievable targets; governance is robust with split Chair/CEO and fully independent committees .