Robert J. Pace
ROBERT HALFAbout Robert J. Pace
Robert J. Pace, age 62, has served on Robert Half Inc.’s board since 2009 and is an independent director. He is the founder and CEO of HundredX, Inc. (private) and a retired partner/managing director of Goldman Sachs & Co., where he held senior leadership roles including service on the Investment Banking Division’s Global Operating Committee for over 20 years; he brings investment banking, financial, technology/data and analytics, leadership, sales/marketing, and corporate strategy experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner & Managing Director; member of IBD Global Operating Committee | Over 20 years | Senior leadership; investment banking and financial expertise |
| Robert Half Inc. | Director | Since 2009 | Independent director; Compensation Committee Chair; member of Nominating & Governance and Executive Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HundredX, Inc. (private) | Founder & CEO | Since 2013 | RHI purchases marketing-related software/services from HundredX; annual commitment $84,000. Board reviewed and maintained independence; transaction substantially below NYSE thresholds and overseen under Related Party policy . |
Board Governance
- Committee leadership: Compensation Committee Chair; member, Nominating & Governance Committee; member, Executive Committee .
- Independence: Board determined Pace is independent under NYSE rules; committees are fully independent .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings; average director attendance exceeded 98%; all directors attended the 2024 annual meeting. Independent directors meet in executive session at least quarterly .
- Related party oversight: Nominating & Governance Committee formalized a Related Party Transactions Policy in 2023; charter amended in 2024 to oversee political engagement and contributions .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Chair | 5 |
| Nominating & Governance | Member | 2 |
| Executive | Member | 0 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees (total) | 68,500 | Annual board fee $40,000; $1,500 per board meeting; $3,000 per committee; $15,000 per committee chair, as applicable . |
| All other compensation | 10,000 | Matching gifts to eligible nonprofits (director program) . |
Cash fee policy (for context):
- Board retainer: $40,000; meeting fee: $1,500 per board meeting; committee membership fee: $3,000 per committee; committee chair fee: $15,000 .
Performance Compensation
| Award | Grant Date | Shares (#) | Grant-Date Value ($) | Vesting | Acceleration |
|---|---|---|---|---|---|
| Restricted Shares (Director equity) | May 15, 2024 | 3,929 | 279,588 | Time-based only; 25% vests on each of May 31, 2025–2028 | Vests at retirement (except certain circumstances), death, disability, or change-in-control |
- Performance metrics: None for director equity (RSUs are time-vested; no ROIC/TSR metrics for directors) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Robert Half Inc. | NYSE: RHI | Director | Compensation (Chair); Nominating & Governance; Executive | Public Boards count: 1 (includes RHI) . No compensation committee interlocks disclosed for 2024 . |
- Other current public company boards: None disclosed beyond RHI (Public Boards: 1, inclusive of Robert Half) .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure among members (Pace, Richman, Kempthorne) .
Expertise & Qualifications
- Investment banking and financial expertise; technology/data & analytics; leadership; sales/marketing; corporate strategy; experience handling government, legal, and regulatory issues as a CEO .
- Board skills matrix marks relevant leadership, industry knowledge, government/legal/regulatory, technology, and sales/marketing coverage across directors; audit “financial expert” designation applies to Barsten and Richman (not Pace) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Restricted Shares Held (#) |
|---|---|---|---|
| Robert J. Pace | 111,223 | 0.1% | 9,400 (as of 12/31/2024) |
- Director ownership guideline: Minimum value equal to 6x annual cash board retainer; as of Dec 31, 2024, all directors exceeded the minimum and are in compliance .
- Hedging/pledging: Company policy prohibits any hedging or pledging of Company stock by directors, officers, and employees .
- Pledging status: No pledges disclosed for Pace in proxy materials .
Governance Assessment
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Positive signals:
- Independent director with deep financial and capital markets background; chairs Compensation Committee that uses an independent consultant (FW Cook) and maintains robust governance features (no options; clawback; no excise tax gross-ups; rigorous pay-for-performance metrics for executives) .
- Strong board process: high attendance; quarterly executive sessions; formal related party policy; political engagement oversight added to Nominating & Governance .
- Ownership alignment: meaningful personal stake (111,223 shares) and compliance with enhanced director ownership guidelines; director equity is multi-year, time-based .
-
Areas to monitor / RED FLAGS:
- Related-party exposure: RHI’s $84,000 annual commitment for marketing-related software/services from HundredX, where Pace is CEO. Board affirmed independence and amounts are well below NYSE thresholds; oversight assigned to Nominating & Governance via formal Related Party policy, but ongoing scrutiny is warranted given vendor relationship to a sitting committee chair .
- Executive Committee membership: While common, concentration of authority can compress debate windows; continued effectiveness relies on robust independent director executive sessions and lead director oversight (both present) .
SAY-ON-PAY & Shareholder Feedback (Context for Compensation Chair)
- 2024 say-on-pay support was ~93.5% (for 2023 executive compensation), reflecting investor endorsement of the pay-for-performance design overseen by the Compensation Committee .
- Committee sustained a design emphasizing absolute (revenue, net income) and relative (three-year ROIC vs peer group; TSR modifier) metrics for executives; equity for executives is 100% performance-based with multi-year vesting .
Compensation Committee Analysis (Structure & Practices)
- Members (2024): Pace (Chair), Richman, Kempthorne; no interlocks or insider participation disclosed .
- Independent consultant: FW Cook, engaged directly by the Committee; no conflicts identified; fees <0.1% of FW Cook’s total consulting income in 2024 .
- Policies: No stock options for executives; clawback aligned to SEC/NYSE rules; no excise tax gross-ups; hedging/pledging prohibited; no repricing of underwater awards; severance capped at 2.99x salary+bonus .
Director Compensation Mix (2024)
| Component | Pace ($) | Mix (%) |
|---|---|---|
| Cash fees | 68,500 | 19.1 |
| Equity (restricted shares grant-date value) | 279,588 | 78.1 |
| Matching gifts/other | 10,000 | 2.8 |
| Total | 358,088 | 100.0 |
- Program stability: 2024 director equity grant value approximately matched 2023, indicating continuity rather than pay inflation for directors .
Related Party Transactions (Director-Specific)
- HundredX, Inc.: Marketing-related software/services provided to RHI; annual commitment $84,000; independence affirmed; transaction reviewed relative to NYSE/Item 404(a) thresholds and overseen under the Related Party Transactions Policy .
Risk Indicators
- Hedging/pledging: Prohibited for directors under Company policy .
- Interlocks: None disclosed for Compensation Committee membership in 2024 .
- Attendance: Board-wide attendance strong; all directors attended the annual meeting .
- Say-on-pay: High approval levels (93.5%), supporting compensation governance overseen by Pace as Chair .
Notes on Unavailable Items
- Education specifics, detailed degree information, and any personal perquisites for directors are not disclosed in the proxy; skipped per directive .
- Insider Form 4 trading activity for Pace is not included in the proxy; no additional insider trading details are disclosed in provided documents; skipped per directive .