Marc H. Morial
ROBERT HALFAbout Marc H. Morial
Marc H. Morial (age 67) is an independent director of Robert Half Inc. (RHI), serving on the Board since March 2016 and currently sits on the Audit Committee and the Nominating and Governance Committee . He is President and CEO of the National Urban League (since 2003) and previously served as Mayor of New Orleans (1994–2002), bringing leadership, government/regulatory, and human capital management expertise to RHI’s board . The Board has affirmatively determined his independence under NYSE rules, and he serves on fully independent committees with heightened independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of New Orleans | Mayor | 1994–2002 | Senior public leadership; regulatory/government expertise |
| Protiviti (RHI subsidiary) | Independent advisory board member | 2009–2016 | Advisory experience bridging RHI enterprise context |
| National Urban League | President & CEO | 2003–present | Leadership; workforce development/human capital; sales/marketing impact through organization growth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoundThinking Inc. (Nasdaq: SSTI) | Director | Since Sept 2015 | Audit Committee member; Chair of Nominating & Corporate Governance Committee |
| National Urban League | President & CEO | Since 2003 | Strategic leadership and human capital/worforce development expertise |
Board Governance
- Committee assignments (RHI): Audit Committee and Nominating & Governance Committee (member) .
- Committee meeting cadence (FY2024): Audit (5), Compensation (5), Nominating & Governance (2), Executive (0); independent directors meet in regular executive sessions led by the Lead Director .
- Independence: Board determined Morial is independent under NYSE Section 303A; all Nominating & Governance, Audit, and Compensation Committee members meet applicable independence requirements .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings, average director attendance exceeded 98%; all directors attended the 2024 annual meeting .
- Lead Director structure: Lead Director duties span executive sessions, agenda-setting, consultant approvals, CEO evaluation coordination; reinforces independent oversight .
Fixed Compensation
| Component | Amount | Basis/Detail |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee director board service retainer |
| Board meeting fees | $7,500 | $1,500 per Board meeting × 5 meetings in 2024 |
| Committee membership fees | $6,000 | $3,000 per committee × 2 (Audit; Nominating & Governance) |
| Total cash fees (reported) | $53,500 | Matches itemized retainer + meetings + committees |
| Other compensation | $10,000 | Company matching gifts to eligible nonprofits (director program) |
- Program parameters: Chair fees are $15,000 per year for Audit, Compensation, or Nominating & Governance Committee chairs (Morial is not a chair at RHI) .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Shares (RS) | May 15, 2024 | 3,929 | $279,588 | 25% on May 31 of 2025, 2026, 2027, 2028; accelerated upon retirement (with specified exceptions), death, disability, or change in control |
- 2024 director equity program unchanged; equity comprises the substantial majority of director pay with multi-year vesting .
- Reported 2024 director compensation totals (Morial): Cash fees $53,500; Stock awards $279,588; Other $10,000; Total $343,088 .
- Ownership guidelines: Directors must own shares equal to 6× annual cash board retainer; all directors are in compliance as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits hedging or pledging of Company stock by directors .
Compensation Mix (2024)
| Element | Amount | Mix (%) |
|---|---|---|
| Equity (RS) | $279,588 | 81.5% (computed from disclosed totals) |
| Cash fees | $53,500 | 15.6% (computed) |
| Other (matching gifts) | $10,000 | 2.9% (computed) |
| Total | $343,088 | 100% |
Other Directorships & Interlocks
| Company | Relationship Type | Detail |
|---|---|---|
| National Urban League | Related party consideration | RHI made a $50,000 donation in Aug 2024 as part of a broader charitable gift program; Board reviewed under independence standards and Item 404 thresholds and deemed immaterial . |
| SoundThinking Inc. (SSTI) | External public board | Committee roles: Audit member; Chair of Nominating & Corporate Governance . |
- Governance review: RHI’s Nominating & Governance Committee administers a formal Related Party Transactions Policy (adopted 2023) and oversight of political engagement; transactions must be on arm’s-length terms and consistent with stockholder interests .
Expertise & Qualifications
- Skills: Leadership; government/legal/regulatory; human capital management/workforce development; sales & marketing capability evidenced by National Urban League growth .
- Public boards count: 2 (includes RHI and SoundThinking) .
- Independence: Yes (NYSE 303A) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Marc H. Morial | 21,032 | Calculated ≈ 0.021% (21,032 / 102,005,651) using record shares outstanding at Mar 24, 2025 | Beneficial ownership table as of Mar 31, 2025 |
| Restricted shares held (Dec 31, 2024) | 9,400 | — | Director RS run-rate; subject to time-based vesting as disclosed |
- Share ownership compliance: Directors exceed minimum 6× retainer ownership guideline .
- Hedging/pledging: Prohibited for directors under Company policy .
Governance Assessment
- Strengths: Clear independence designation; service on fully independent Audit and Nominating & Governance committees; high board-wide attendance (avg 98%) and annual meeting participation; robust ownership alignment via RS grants and 6× retainer ownership requirements; anti-hedging/anti-pledging policy; formal related-party transaction oversight .
- Potential conflicts/RED FLAGS: Charitable donation to National Urban League ($50,000) where Morial is CEO—explicitly reviewed and deemed immaterial under NYSE and Item 404 thresholds; nonetheless, ongoing monitoring advisable due to executive role at recipient organization .
- Compensation signals: Director program stable in 2024; equity-heavy mix with long vesting supports alignment; no chair-premiums for Morial at RHI (chairs receive $15,000, not applicable to him) .
- Board effectiveness: Committee meeting cadence and executive sessions underscore oversight quality; presence on Audit helps with risk, internal controls, and cybersecurity oversight framework described by RHI .
Additional context: RHI reported 93.5% say-on-pay support at the 2024 annual meeting, consistent with pay-for-performance philosophy for executives; while not director-specific, it reflects broad investor confidence in compensation governance .