Michael C. Buckley
ROBERT HALFAbout Michael C. Buckley
Michael C. Buckley, age 59, is Executive Vice President and Chief Financial Officer of Robert Half Inc., a role he has held since December 15, 2019; prior roles include Treasurer (2004–2019), Executive Vice President & Chief Administrative Officer (2007–2019), Vice President (2001–2007), Controller – Corporate Accounting (1999–2004), and other positions since 1995 . Under the current management team, 2024 revenue was $5.80 billion and net income was $252 million as macro uncertainty elongated decision cycles; ROIC was 17% in 2024, and year-end cash was $538 million with no debt as the company continued returning capital via dividends and repurchases (five-year cumulative $2.10 billion) . Over recent measurement periods, a $100 investment in RHI equated to $125.21 while the peer group totaled $101.15, illustrating TSR alignment; the company uses relative ROIC and relative TSR as key long-term incentive metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Robert Half Inc. | Executive Vice President, Chief Financial Officer | 2019–present | Senior finance leadership overseeing corporate finance under conservative policies and capital returns disclosure |
| Robert Half Inc. | Executive Vice President & Chief Administrative Officer | 2007–2019 | Executive administration and corporate functions leadership |
| Robert Half Inc. | Treasurer | 2004–2019 | Corporate treasury oversight during expansion |
| Robert Half Inc. | Vice President | 2001–2007 | Corporate leadership role |
| Robert Half Inc. | Controller, Corporate Accounting | 1999–2004 | Led corporate accounting |
| Robert Half Inc. | Various positions | 1995–1999 | Early tenure in finance/operations |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $350,000 | $350,000 |
| All Other Compensation ($) | $295,345 (SERP contribution) | $216,190 (SERP contribution) | $162,044 (SERP contribution) |
Performance Compensation
Annual Cash Incentive (APBP) – 2024
| Metric | Weight | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Revenue | 20% | $6.19B | $5.80B | 93.6% | GAAP; formula applies one-for-one to target |
| Net Income | 80% | $351M | $252M | 71.8% | GAAP; non-leveraged scaling; no payout if NI < 0 |
| Combined | — | — | — | 76.1% | APBP payout computation |
- 2024 target bonus and payout (Buckley): Target $960,248; Actual $730,296; 76.1% of target .
- Committee set 2024 targets 27% lower than 2023 given decreased net income and modest revenue targets, maintaining pay-for-performance design .
Non-Equity Incentive (APBP) – Historical
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| APBP Cash Bonus ($) | $1,618,965 | $1,091,267 | $730,296 |
Equity Awards – PSUs (Performance Shares)
| Grant | Grant Date | Target Shares | Max Shares | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 PSU | 03/19/2024 | 19,088 | 35,790 (187.5% of target) | 3-year cliff; vests 03/19/2027 | ROIC vs 65th percentile (+/- up to 50%; forfeiture <40th) and TSR vs 50th percentile (±25%) modifiers |
| 2023 PSU | 03/20/2023 | — | Included in “unearned” count below | 3-year cliff; vests 03/20/2026 | Same ROIC/TSR framework |
| 2022 PSU (Realized) | 03/23/2022 | 12,879 | +1,609 realized via ROIC/TSR; total 14,488 (112.5% of target) | Vested 03/23/2025 after performance certification | ROIC outperformance; TSR under median; net 112.5% |
- No stock options; company ceased options to executive officers in 2005; none outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 243,795 shares; 0.2% of outstanding |
| Ownership Breakdown | Includes 67,050 shares acquired via benefit plans (disposition restricted) and 176,745 shares with shared voting/dispositive power with spouse |
| RSUs/PSUs – Unvested (12/31/2024) | 14,488 shares not yet vested (2022 PSUs prior to March 2025 vest); market value $1,020,824 at $70.46 |
| PSUs – Unearned (Performance not yet completed, max assumption) | 73,080 shares (2023 and 2024 grants at maximum performance assumption) |
| Options | None outstanding |
| Hedging/Pledging | Company prohibits hedging and pledging by directors/officers/employees |
| Ownership Guidelines | Executive ownership policy = 3x base salary; Buckley minimum required shares 11,279; in compliance and significantly above minimum |
- 2024 vesting events: Buckley had 35,397 shares released on performance share vesting (2021 grant certified March 19, 2024), creating potential supply around vest dates .
- Upcoming cliff vests: 2023 PSUs in March 2026; 2024 PSUs in March 2027, subject to ROIC/TSR outcomes and service .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Agreement | Lump sum equal to two years’ base salary if terminated without cause or qualifying voluntary termination; pro rata APBP bonus; if within one year post-CIC, bonus equals 2x prior year’s bonus; continued medical and life benefits for two years . |
| CIC Multiples (Buckley example) | Salary $700,000; bonus $1,460,592 (2x 2024 bonus); value of outstanding equity $6,170,041 at $70.46; medical benefits $37,762; life insurance $11,364; unvested deferred comp $846,294 becomes vested upon CIC . |
| Equity Treatment on Termination | Restricted shares remain subject to performance conditions; time-based vest requirements cease; options would remain to expiration, but none outstanding . |
| Post-Retirement Part-Time Agreement | Four-year part-time service; annual cash equal to 8% of average of top five years’ cash compensation from prior ten years; non-compete and non-solicit during part-time; outstanding equity continues to vest per original terms . |
| Clawback | Executive compensation clawback policy amended in 2023 to align with SEC Rule 10D-1 and NYSE listing rule . |
| Perquisites | None approved for executive officers in 2024 . |
| Tax Gross-Ups | No excise tax gross-ups in change-in-control arrangements . |
Deferred Compensation (SERP)
| Metric | 2024 |
|---|---|
| Company Contribution (SERP) | $162,044 |
| Aggregate Earnings | $670,468 |
| Aggregate Balance (12/31/2024) | $5,077,764 |
| Vesting Status | Approximately 83% vested; $846,294 unvested at year-end; full vesting at age 62 with ≥10 years service; immediate full vesting upon CIC . |
| SERP Design | Annual allocation = 15% of base salary + actual APBP bonus; participant-directed notional investment menu; annual returns ranged 1.34%–38.36% in 2024 . |
Say-on-Pay & Governance Signals
- 2024 say-on-pay support was approximately 93.5%; equity awards to executive officers are 100% performance-based; minimum share ownership and anti-hedging/pledging policies in place .
- Bonus rigor: cash bonuses paid below target eight of last ten years; performance shares earned <100% three times and >100% seven times, evidencing target difficulty .
Compensation Structure Analysis
- Year-over-year: 2024 target bonuses reduced 27% vs. 2023 targets (net income target -25%; revenue target -1.7%); actual APBP payout at 76.1% of target reflects downcycle sensitivity .
- Incentive mix: 100% of executive equity grants are PSUs with three-year cliff service vesting and dual performance conditions (relative ROIC and TSR), no time-only vest for officers; no stock options issued to executive officers since 2005 .
- Governance: clawback aligned to SEC/NYSE; no perquisites; no excise tax gross-ups; plan prohibits repricing; minimum one-year vesting policy with three-year practice for executives .
Investment Implications
- Alignment: Buckley’s pay is heavily performance-linked (APBP tied to GAAP revenue and net income; PSUs tied to three-year relative ROIC and TSR), with strong governance (clawback, ownership guidelines, anti-hedging/pledging), supporting shareholder alignment in cyclic markets .
- Retention risk: Standard severance terms and a four-year post-retirement part-time arrangement reduce abrupt departure risk; deferred compensation vesting schedule and significant unearned PSUs further anchor retention .
- Selling pressure/overhang: Vesting events can add supply—Buckley had 35,397 shares vest in 2024; upcoming cliff vests in March 2026 and March 2027 (subject to ROIC/TSR outcomes) represent potential technical overhang around certification/vesting dates, though pledging and hedging are prohibited .
- Performance backdrop: Management navigated a downcycle with 2024 ROIC at 17% and continued capital returns ($220M dividends; $249M buybacks; $538M cash; no debt), reinforcing financial flexibility under Buckley’s CFO tenure .