The annual meeting of stockholders of ROBERT HALF INTERNATIONAL INC. will be held online this year via live audiocast at www.virtualshareholdermeeting.com/RHI2021 at 10:00 a.m. PDT on Wednesday, May 19, 2021. The meeting will be held for the following purposes:

1. To elect the eight directors named in the proxy statement.

2. To cast an advisory vote to approve executive compensation.

3. To ratify the appointment of PricewaterhouseCoopers LLP, as the Company’s independent registered public accounting firm for 2021.

4. To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Only stockholders of record at the close of business on March 26, 2021, are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. To attend the meeting online, vote, submit questions or view the list of registered stockholders during the meeting, stockholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card or voting instruction form. Beneficial owners should review the proxy statement as well as their voting instruction form or the Notice of Internet Availability for instructions on how to participate in the annual meeting.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 10:30 a.m. PDT on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the events calendar page of the company’s website at www.roberthalf.com/investor-center/events-calendar.

This summary highlights certain information contained elsewhere in the proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

The enclosed proxy is solicited on behalf of the Board of Directors (sometimes referred to as the “Board”) of Robert Half International Inc., a Delaware corporation (the “Company”), the principal executive offices of which are located at 2884 Sand Hill Road, Suite 200, Menlo Park, California 94025. We are making this proxy statement and the enclosed proxy available to the Company’s stockholders beginning on April 15, 2021. The proxy is solicited for use at the annual meeting of stockholders (the “Meeting”) to be held online this year via live audiocast at www.virtualshareholdermeeting.com/RHI2021 at 10:00 a.m. PDT on Wednesday, May 19, 2021. Only stockholders of record on March 26, 2021, will be entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting. Each share is entitled to one vote. At the close of business on March 26, 2021, the record date, the Company had outstanding and entitled to vote 112,924,098 shares of its common stock, $.001 par value (“Common Stock”).

In this proxy statement, the Company has disclosed information that may be forward-looking in nature, including certain information regarding its corporate responsibility and compliance programs and aspirations for those programs as well as financial and operational goals for certain performance-based compensation programs. These statements may be identified by words such as “estimate”, “forecast”, “project”, “plan”, “intend”, “believe”, “expect”, “anticipate”, or variations or negatives thereof, or by similar or comparable words or phrases. Forward-looking statements are estimates only, based on currently available information, and subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. In addition, information about the Company’s corporate responsibility and compliance programs may be based on standards for measuring progress that are still developing and on assumptions that are subject to change in the future. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the Company’s SEC filings, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the “Risk Factors” and “Legal Proceedings” sections of its 2020 Annual Report on Form 10-K. The Company undertakes no obligation to update information in this proxy statement.

There are eight nominees for director. All of the nominees are presently directors of the Company who were most recently elected by stockholders at the 2020 Annual Meeting. The full Board of Directors will be elected at the Meeting to hold office until the next annual meeting and until their successors are elected and qualified.

Although the Board does not expect any nominee to become unable or, for good cause, unwilling to serve as a director, should that occur before the Meeting, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted for any such substitute nominee as may be selected by the Board.

Experience: Dr. Coronado is President and Founder of MacroPolicy Perspectives LLC (MPP), an economic research consulting firm, and has served in that position since 2017. Prior to founding MPP, Dr. Coronado served as Chief Economist for Graham Capital Management, an investment firm, from 2014 to 2017, as Chief Economist, North America and a Managing Director at BNP Paribas, a global financial services company, from 2009 to 2014, and as a Senior U.S. Economist and Director at Barclays Capital from 2006 to 2009. She holds a Ph.D. in Economics from the University of Texas at Austin and a B.S. in Economics from the University of Illinois at Urbana-Champaign. Dr. Coronado is also currently a Clinical Associate Professor of Finance at the University of Texas at Austin, an Executive in Residence for Rutgers Business School and serves on the Pension Research Council at the Wharton School, the Economic Advisory Panel of the Federal Reserve Bank of New York, and the Economic Studies Council at The Brookings Institution. Dr. Coronado also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2018 until her election to the Board, effective March 2019. Dr. Coronado serves on the board of Dynex Capital, Inc. (NYSE: DX) a real estate investment trust, or REIT, where she serves on the compensation, nominating and governance and investment committees. Dr. Coronado also served as a director of American Capital Mortgage Investment Corp. (Nasdaq: MTGE), where she served on the audit, compensation and corporate governance committees.

Skills and Expertise: Dr. Coronado brings to the Board insights on domestic and international market economics, including labor economic market trends, by virtue of her academic study and professional work in the financial services industry and a variety of advisory board positions.

Experience: Gov. Kempthorne has served as the President of The Kempthorne Group, a consulting firm, since 2009. From 2010 to August 2018, he served as President and Chief Executive Officer of the American Council of Life Insurers, an insurance industry trade association. Prior to 2010, Gov. Kempthorne served as Secretary of the U.S. Department of the Interior from 2006 to 2009, as Governor of the State of Idaho from 1999 to 2006, as U.S. Senator for the State of Idaho from 1993 to 1999, and as Mayor of the City of Boise from 1986 to 1993. He also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2009 until his election to the Board, effective January 2019. Gov. Kempthorne serves on the boards of directors of two publicly traded companies: FMC Corporation (NYSE: FMC), a global agricultural chemical company where he is the chair of the sustainability committee and also serves as a member of the compensation committee, and Olympic Steel, Inc. (Nasdaq: ZEUS), a steel processing company where he also serves as chair of the nominating and corporate governance committee.

Skills and Expertise: Gov. Kempthorne brings to the Board leadership experience from his work as President and Chief Executive Officer of the American Council of Life Insurers. He also adds extensive knowledge of government and regulatory matters derived from his service as Secretary of the U.S. Department of the Interior, as Governor of the State of Idaho, as U.S. Senator for the State of Idaho, and as Mayor of the City of Boise. Gov. Kempthorne also brings valued knowledge of environmental and sustainability issues through his government work and his work on the board of FMC Corporation. In his various governmental positions, Gov. Kempthorne was responsible for submitting budgets for governmental entities, fulfilling fiduciary responsibilities for the proper use of such funds, addressing inquiries from rating agencies and adhering to the highest accounting and ethical standards.

Experience: Mr. Messmer has been Chairman of the Board since 1988. Effective December 15, 2019, Mr. Messmer resigned as Chief Executive Officer, a position he held since 1987. From 1985 through 2004,

Mr. Messmer also served as President. During his tenure as Chairman and Chief Executive Officer he has directed and presided over the Company’s substantial growth. He has been a director since 1982.

Skills and Expertise: Mr. Messmer brings to the Board his deep knowledge and understanding of Robert Half’s business and culture as the Company’s Chief Executive Officer for over 33 years. His tenure with the Company provides the Board with senior leadership, financial, strategic and global expertise. More details regarding Mr. Messmer and the Company’s growth during his tenure are contained below in the section titled “Board of Directors Leadership Structure.”

Experience: Mr. Morial has been President and Chief Executive Officer of the National Urban League, the largest historic civil rights organization in the United States, since 2003. From 1994 to 2002, he served as Mayor of the City of New Orleans. Mr. Morial also served on the independent advisory board of the Company’s Protiviti Inc. subsidiary from 2009 until his election to the Board in March 2016. Mr. Morial has served on the board of ShotSpotter, Inc. (Nasdaq: SSTI) (“ShotSpotter”), a gunshot detection solutions business, since September 2015 and serves as a member of the audit and nominating and corporate governance committees for ShotSpotter. Mr. Morial also served on the board of directors of Corinthian Colleges, Inc., a for-profit post secondary education company, from April 2013 to August 2015.

Skills and Expertise: Mr. Morial brings to the Board substantial leadership and government/regulatory experience from his tenure as President and Chief Executive Officer of the National Urban League and as the Mayor of the City of New Orleans. Further, Mr. Morial also provides the Board additional expertise with human capital management, workforce development and leadership on diversity and inclusion.

Experience: Ms. Novogradac has been President of Novogradac Investment Company, a private real estate investment company that invests in residential rental properties, land development opportunities and light industrial commercial assets, since 2001. From 1990 to 2001, Ms. Novogradac held various positions with the Company, including Senior Vice President and Controller.

Skills and Expertise: Ms. Novogradac brings financial, legal and regulatory expertise derived from her work as an accountant with a Big Eight public accounting firm. Ms. Novogradac previously practiced public accounting as a licensed CPA (CA license inactive). She also brings a broad level of skill earned as the former controller of the Company, a position she held for several years before she retired. Further, she has extensive knowledge of the staffing industry derived from her global responsibilities as the Controller of the Company and leadership experience as President of Novogradac Investment Company.

Experience: Mr. Pace has been the founder and Chief Executive Officer of HundredX, Inc., a privately held technology company, since 2013. Mr. Pace is also a retired partner and managing director of Goldman Sachs & Co. He was with Goldman Sachs for over 20 years and held numerous senior leadership positions with that firm.

Skills and Expertise: As a former senior member of Goldman Sachs & Co., including service on its Investment Banking Division’s Global Operating Committee, Mr. Pace brings investment banking and financial expertise to the Board. In his role as Founder and Chief Executive Officer of HundredX, Inc., Mr. Pace brings additional expertise in technology, software, leadership and corporate strategy.

Experience: Mr. Richman has been a consultant to Deloitte Tax LLP, a provider of tax advisory services, since 2008. From 2001 to 2008, he was a Principal with Deloitte Tax LLP. Prior to 2001, he was a senior partner with O’Melveny & Myers LLP, a law firm. Mr. Richman also served as a director of the Company from 1994 through 2001.

Skills and Expertise: As a senior tax expert with both O’Melveny & Myers LLP and Deloitte Tax LLP, Mr. Richman brings legal, regulatory and financial expertise to the Board. Through his tenure as a director of the Company, Mr. Richman provides staffing industry knowledge as a complement to his other experience.

Experience: Mr. Waddell has been Vice Chairman of the Board since 1999, President since 2004 and Chief Executive Officer since December 15, 2019. He served as Chief Financial Officer from 1988 until December 15, 2019. He served as Treasurer from 1987 until 2004. Mr. Waddell has been a director since 1999.

Skills and Expertise: Mr. Waddell brings expertise of the Company and knowledge of the staffing industry as well as financial expertise to the Board with more than 33 years of service to the Company as Chief Financial Officer prior to his elevation to Chief Executive Officer in December 2019. During his tenure, the Company has experienced substantial growth. More details regarding Mr. Waddell and the Company’s growth during his tenure are contained below in the section titled “Board of Directors Leadership Structure.”

The Nominating and Governance Committee has determined that each of the nominees is qualified to continue to serve as director of the Company. The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on the Board. A mark indicates a specific area of focus or experience on which the Board relies most, and therefore, the absence of a particular qualification or skill for a director does not mean the director does not possess that attribute. Each director nominee’s biography stated above describes the nominee’s qualifications and relevant experience in more detail.

The Board of Directors has determined that each of Messrs. Kempthorne, Morial, Pace and Richman and Ms. Novogradac and Dr. Coronado has no material relationship with the Company and therefore is “independent” as defined by Section 303A of the Listed Company Manual of the New York Stock Exchange. In making such determination, the Board has adopted guidelines in the Corporate Governance Guidelines providing that any

relationship with the Company shall be deemed to be not material if (a) the director meets the independence requirements set forth in Sections 303A.02(b)(i) through 303A.02(b)(v) of the New York Stock Exchange’s Listed Company Manual and (b) the relationship is not required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K. Generally, such Item 404(a) requires disclosure, with certain exceptions, of transactions exceeding $120,000 in which a director or executive officer has a material direct or indirect interest. The Board of Directors has further determined that each of the members of the Audit and Compensation Committees each satisfies the heightened independence requirements applicable to members under NYSE and SEC rules.

The Company’s Corporate Governance Guidelines require that the Board of Directors adopt a Chief Executive Officer Succession Plan and that the plan be reviewed annually.

A succession plan has been a feature of our governance practices for 16 years and has been reviewed each year since its adoption. In 2019, the succession plan enabled a successful leadership transition. Information regarding the requirements of the plan is contained in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.roberthalf.com/investor-center/corporate-governance.

The Company’s Board of Directors has adopted a Director Succession Plan, which is available on the Company’s website at www.roberthalf.com/investor-center/corporate-governance.

The Company has a strong commitment to diversity and inclusion. This commitment is reflected in the Board’s recent amendment of the Corporate Governance Guidelines modifying the policy for Chief Executive Officer and director succession criteria. The amended Corporate Governance Guidelines require that if a third-party search firm is used to identify external candidates for the role of Chief Executive Officer or in the event of a board vacancy that such search firm shall be asked to use its best efforts to include qualified female and racially/ethnically diverse candidates in the initial pool of candidates it presents. The Nominating and Governance Committee will also use best efforts to include such candidates in the pool of director nominees.

As stated in the Corporate Governance Guidelines, the Board appoints the Chairman of the Board, who may be an officer of the Company. The roles of Chairman of the Board and Chief Executive Officer may be held by the same person or by different people. The Corporate Governance Guidelines also provide that the members of the Nominating and Governance committee will select a Lead Director. The entire Board annually reviews its leadership structure to assess what best serves the interests of the Company and our stockholders. Currently, the roles of Chairman of the Board and Chief Executive Officer are separated. The Board believes that our current governance structure, which consists of an Executive Chairman of the Board, an independent Lead Director, a Chief Executive Officer (who is also a director) and a majority of independent and engaged directors, is optimal for guiding our Company through both strong and challenging periods and maintaining the focus required to achieve our business goals. Further, the significant responsibilities of the Lead Director’s role (as described below), along with completely independent Audit, Compensation and Nominating Committees, helps create a strong, independent and active board.

Harold M. Messmer, Jr. serves as the Executive Chairman. In 2019, Mr. Messmer retired as the Chief Executive Officer after serving in that role for over 33 years. As Chairman, Mr. Messmer brings his deep knowledge of the

industry and his understanding of Robert Half’s business and culture derived from leading as the Company’s Chief Executive Officer for over 33 years. As Chairman, Mr. Messmer devotes his efforts to managing the business of the Board, providing leadership, direction and strategic vision to management.

The Board of Directors selected M. Keith Waddell to serve as the Chief Executive Officer of the Company in 2019. Mr. Waddell brings over 34 years of experience as a senior executive of the Company, including more than 22 years as a director and 31 years as the Chief Financial Officer. Mr. Waddell’s deep knowledge of the business, leadership resulting in the growth of the Company, and the respect he has earned from the Company’s employees, executive management and investors continue to serve him well in managing the business.

Frederick A. Richman has been designated Lead Director. Mr. Richman’s duties include, among other things, presiding at executive sessions of the independent directors, working with the Chairman to establish agendas and schedules for Board of Directors meetings, and approving the retention of any consultants retained by the Board of Directors. The Lead Director also facilitates the Board’s performance evaluation of the Chief Executive Officer in conjunction with the Compensation Committee. The Board of Directors has adopted a Lead Director Statement of Duties, which contains further information regarding the role of the Lead Director and is available on the Company’s website at www.roberthalf.com/investor-center/corporate-governance.

Under the leadership of Mr. Waddell and Mr. Messmer, the Company has received numerous accolades. A list of the recent recognition for the Company follows below.

The Board of Directors oversees the significant risks faced by the Company—including strategic, operational, financial, legal, regulatory, technological, reputational, social and environmental risks, as well as those related to sustainability and human capital management—both directly and through its committees. The Board evaluates areas of risk on an ongoing basis throughout the year. At its meetings, the Board receives reports from its committee chairs as well as presentations from management, including the heads of the Company’s various operating departments and the leaders of the Company’s enterprise-level information security and compliance functions. In addition, each year the Board considers risks as it reviews and approves the Company’s annual strategic plan.

While the Board has responsibility for the oversight of the Company’s risk assessment and risk management, the Company’s management is responsible for monitoring and managing risks on a day-to-day basis and reporting on them to the Board. In addition to specialized risk-management programs at the departmental level, the Company’s management has established three Company-wide initiatives to identify, assess and manage risks: the Enterprise Information Security (“EIS”) program, the Data Privacy program and the Corporate Compliance and Ethics (“CCE”) program.

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to the directors and to all employees, including, but not limited to, the principal executive officer, the principal financial officer and the principal accounting officer. The Code is reviewed at least annually by the Board of Directors. The Company provides training with respect to the Code through its CCE program.

The CCE program is under the direction of the Company’s General Counsel, who is designated as the Corporate Compliance Officer. The Corporate Compliance Officer reports to the Board at least semiannually on developments concerning the ethical, legal, and regulatory compliance issues affecting the Company, including compliance-related investigations. These presentations typically include discussions about the operation of the CCE program and compliance with the Code and may also introduce proposals for new policies or amendments to existing policies. The Company’s compliance policies and procedures, including the Code, are reviewed by the Board at least annually and updated from time to time as the Board deems appropriate. The CCE program is responsible for monitoring the reporting channels established for reporting complaints or concerns relating to accounting, internal controls, auditing matters or violations of the Code. Such channels include the Company’s Corporate Compliance and Ethics Hotline (“Hotline”). For Hotline reporting tool information, see the Corporate Compliance and Ethics Hotline notice, available on the Company’s website along with the Code at: www.roberthalf.com/investor-center/corporate-governance.

Information technology, including data privacy and cybersecurity, has been identified by the Company as an area of risk meriting specific oversight. The EIS program, headed up by the Company’s Chief Information Security Officer, is responsible for, among other things, assessing and managing risks related to the Company’s information technology systems. The EIS team assesses risks and manages various security initiatives and services, including risks associated with the security, confidentiality, integrity and availability of information critical to the Company’s business. Given the critical nature of computer and network security, the leaders of the EIS team provide annual updates to the Board of Directors on the Company’s security risks and the measures taken to mitigate the risk and protect the Company’s data and systems. Information about security at Robert Half can be found on the Company’s website at: www.roberthalf.com/about-robert-half/data-privacy/cyber-security.

The Audit Committee monitors guidelines and policies that govern the process by which risk assessment and management is undertaken. The Audit Committee also oversees various processes that assist the Company in identifying and managing risk, such as the internal audit function, disclosure controls and procedures, and the work of the Company’s independent auditor. Members of the Company’s finance team are responsible for managing risk in their area and reporting regularly to the Audit Committee. The Audit Committee receives a quarterly written report from the manager of the Company’s internal audit and risk management function and the Company’s independent registered public accounting firm. The Committee also reviews and approves, in advance, the scope and the staffing of the internal audit and authorizes the budget for the internal audit and risk management department.

A process has been established for the receipt, retention and treatment of complaints or concerns relating to accounting, internal controls, auditing matters or violations of the Code. Employees, stockholders and other parties interested in communicating about any of these matters may submit such communications by using the Hotline’s online or telephone options or by communicating directly with the General Counsel, Corporate Compliance Officer or Internal Audit electronically in writing or by phone. Reports made through the Company’s Hotline - whether online or by phone - are automatically routed to the Audit Committee Chairwoman, in addition to the appropriate management personnel. Reports are received and treated in accordance with the procedures established by the Audit Committee for such purposes. The Corporate Compliance Officer provides an informational update to the Audit Committee at each quarterly meeting.

See “Compensation Risk and Governance” on page 24 for information regarding the Compensation Committee’s oversight of risks relating to the Company’s compensation programs.

Robert Half helps people find rewarding work and clients find the right talent to grow their businesses, and our goal is to adhere to the highest ethical standards when doing so. This commitment is reflected in our policies and programs that support universal human rights; respect the diversity of our employees, customers and business partners; form the foundation of our philanthropic endeavors; and protect the environment in the communities we serve.

We endeavor to find our candidates meaningful work, giving them the means to support their families and a source of dignity and self-respect. We also connect company leaders with the skilled talent and business solutions they need to succeed. This keen focus on people extends to our impact on society at large. We strive to deliver value to all of our stakeholders, including stockholders, customers, employees, and employment candidates, suppliers and communities. As a signatory of the United Nations Global Compact (UNGC), the world’s largest corporate sustainability initiative, we have pledged our effort to operate in alignment with ten universal sustainability principles in the areas of human rights, labor, environment and anti-corruption. As a signatory to the Women’s Empowerment Principles (WEPs), we commit to promote gender equality and women’s empowerment in the workplace. In addition, we have been a member of Ethisphere Institute’s Business Ethics Leadership Alliance (BELA) since 2018. BELA is a globally recognized organization of leading companies collaborating on best practices in governance, risk management, compliance and ethics. Robert Half Chief Executive Officer M. Keith Waddell, President and CEO of Staffing Services Paul Gentzkow, and Protiviti President and CEO Joe Tarantino are among more than 1,600 company leaders who have signed the CEO Action for Diversity & Inclusion pledge, making a commitment to support the advancement of inclusion and diversity in the workplace and community.

Robert Half regularly reports on our corporate responsibility efforts and strives to align our ESG disclosures with leading reporting frameworks. In addition to the information highlighted on our website and in our Annual Report, Robert Half prepares an annual Communication on Progress (COP) for the UNGC. Our biennial Corporate Citizenship Report provides more detail regarding our ESG initiatives. The most recent Corporate Citizenship Report was issued in November 2019; the next edition is expected to be released mid-2021.

The full Board oversees environmental and sustainability policies and programs. The Board receives an annual report on ESG activity, including the annual UNGC COP, human capital management policies and programs and related compliance topics.

Our employees are one of our most valuable assets. We make a concerted effort to provide a great work environment that connects them with opportunities to grow and supports their well-being. We endeavor to support human rights and provide equal opportunity and prospects of advancement to all employees and stakeholders across our entire value chain. In 2020, we further invested in our programs focused on employee engagement, professional development, diversity, equity and inclusion and health and safety.

Due to the COVID-19 pandemic, our workforce faced unprecedented challenges in 2020. To keep our employees safe, we quickly transitioned almost 100% of our workforce to remote work early in the year. We also amended our health benefits, wellness programs, and safety protocols to better support our workforce through the pandemic. This included augmented paid leave, new backup childcare solutions and employee stipends to cover costs associated with working from home. We also launched the Robert Half Emergency Fund, a matching gifts program that enables employees to support colleagues experiencing financial hardship.

The Company’s global inclusion and diversity strategy is led by our Vice President, Employee Experience and Diversity, Equity and Inclusion (DEI) and an executive steering council. Together, they are responsible for identifying opportunities to increase cultural diversity and awareness and build a stronger sense of belonging among our employees. In 2020, Robert Half launched a global training for our Corporate Services employees and staffing professionals on recognizing unconscious bias and, Protiviti expanded its unconscious bias awareness training to include suggested actions for employees.

In 2020, Robert Half created three employee network groups to support the DEI efforts in North America: The Black Employee Network (BEN), Asian Professionals for Excellence (APEX) and the Somos Familia Hispanic/LatinX Network. These groups were founded by employees to promote professional and personal development and to provide mentoring and leadership opportunities. In 2021, Robert Half anticipates launching two additional employee network groups: the Global Women’s Employee Network (GWEN) and BELONG, a network for LGBTQ+ employees. Protiviti sponsors a range of employee resource groups, including the Black Employee Inclusion Network Group (BEING), Asian Social Professional Innovation and Resourceful Employees (ASPIRE), Latin/Hispanic Employee Network Group (LHENG), ProPRIDE, and the Initiative for the Growth and Retention of Women at Work (iGROWW), among others.

As of December 31, 2020, Robert Half’s global workforce, including our Corporate Services, Staffing and Protiviti employees, is approximately 54 percent women. As of December 31, 2020, women make up approximately 46 percent of our leaders and managers, which include senior officers, senior managers and managers who supervise other staff and women also represent 41 percent of our employees in technology roles. In 2020, women made up just over 50 percent of our new hires and promoted employees. As of December 31, 2020, people of color in the United States made up approximately 30 percent of our employees, including: 14 percent Asian and Pacific Islanders; 8 percent Hispanic and Latinx; 6 percent Black; and 2 percent identifying as “Other.”

In addition to these programs, our supplier inclusion initiative supports the promotion, growth and development of small businesses and minority-, woman-, veteran-, and LGBTQ-owned firms. This initiative was launched in 2004.

Our global volunteer and philanthropy programs, Leading by Example and iCare, are central to our social responsibility efforts. In addition to the corporate contributions we make to our national, global and local nonprofit partners, our employees play a key role in our matching gifts and volunteering programs, as well as our signature outreach programs.

In 2020, employees helped Robert Half and Protiviti continue our tradition of community impact. For example, over 2,500 employees in North America participated in our Matching Gifts program, and approximately $2.8 million was distributed to more than 2,000 qualified nonprofit organizations through employee donations and our company match. The Company increased the annual Matching Gifts amount by $500 per employee for strategic DEI partners. Despite having to convert our annual Week of Service to a virtual format due to the COVID-19 pandemic, our Corporate Services employees volunteered over 1,000 hours for more than 50 nonprofits. We also adjusted our signature outreach programs to respond to the pandemic, finding virtual volunteer and fundraising opportunities. Protiviti’s i on Hunger program continued to provide meals to those in need through a new “Together as One” virtual campaign. Through virtual fundraisers, walks and runs, food drives, and personal contributions by Protiviti leaders, the campaign grew our cumulative total of meals provided to more than 11 million.

As our Global Environmental Policy states, we are committed to decreasing our environmental impact, and in 2020, we strengthened our efforts to quantify, reduce and disclose our environmental footprint. Under the leadership of our Environmental Committee, made up of senior executives across the global enterprise, we developed a strategy to better monitor and reduce our greenhouse gas emissions and reduce waste. We continue to disclose the Company’s energy use and emissions to CDP annually. In addition to our commitments at the enterprise level, Robert Half and Protiviti employees have initiated local programs to work more sustainably and support environmental nonprofits.

The Board met five times during 2020. Each of the directors attended at least 75% of the aggregate number of meetings of the Board and of the committees of the Board held while a member thereof, and on average, directors exceeded a 95% attendance rate. In addition, the Company’s independent directors meet regularly in executive sessions without management. Such meetings are led by the Lead Director, Frederick A. Richman.

It is the Company’s policy that directors are expected to attend the annual meeting of stockholders. All eight of the directors attended the 2020 annual meeting of stockholders.

The Board of Directors has standing Audit, Compensation, Nominating and Governance, and Executive Committees.

The members of the committees and their independence status, as of the date of this proxy statement, and the number of committee meetings during fiscal 2020 are identified in the following table.

The Nominating and Governance Committee’s role is to recommend candidates to fill any vacancy that may occur in the Board of Directors, develop and recommend corporate governance guidelines to the Board, and oversee the evaluation of the Board and management.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. A stockholder wishing to submit a candidate to the Nominating and Governance Committee for consideration as a nominee for director may submit a written recommendation, including the proposed candidate’s name and address, résumé, and other information required for nominations submitted under our By-laws, to Robert Half International Inc., 2884 Sand Hill Road, Suite 200, Menlo Park, CA 94025, Attn: Corporate Secretary—Director Candidate. The Corporate Secretary will forward the information to the Nominating and Governance Committee. Please note that stockholders wishing to nominate a director at an annual meeting must comply with the timing and other requirements specified in Article II, Section 9(a)(2) of our By-laws—which are posted on our website at www.roberthalf.com/investor-center/corporate-governance. In addition, stockholders wishing to have their director candidate included in our proxy materials for an annual meeting must comply with Article II, Section 9(a)(3) of our By-laws (see “Presentation of Business at Annual Meeting of Stockholders” for additional details on how to submit a director nominee for our 2022 annual meeting of stockholders).

Consistent with our Corporate Governance Guidelines, the Nominating and Governance Committee uses the same criteria for evaluating candidates regardless of the source of referral. The Nominating and Governance Committee recommends to the Board director candidates for nomination and election at the annual meeting of stockholders or for appointment to fill vacancies. In evaluating individuals for nomination as director, the Nominating

and Governance Committee shall select individuals who (a) have skills and experience that can be of assistance to management in operating the Company’s business, (b) demonstrate integrity, accountability and judgment, and (c) can be expected to add to the total mix of individuals on the Board of Directors so as to give the Company a Board that exhibits effectiveness, collegiality, diversity and responsiveness to the needs of the Company. Diversity is not further defined in the Corporate Governance Guidelines but is applied in its broadest sense so as to encourage the selection of a diverse group of Board members that will give the Company the benefit of a wide mix of talent, experience and skills, including on the basis of gender and race/ethnicity. The Nominating and Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process. Other factors that may be considered include (i) experience with small to midsize businesses (the Company’s principal client base), (ii) a record of entrepreneurial success and/or (iii) financial or accounting experience.

The functions of the Audit Committee include selecting the Company’s independent auditors (subject to stockholder ratification), approving the fees of the independent auditors, monitoring the qualifications and independence of the independent auditors, consulting with the independent auditors with regard to the plan of audit, the results of the audit and the audit report, conferring with the auditors with regard to the adequacy of internal accounting controls, and monitoring the effectiveness of the Company’s internal accounting function. The Committee further conducts an annual evaluation of the qualifications, performance and independence of the Company’s independent auditors in consultation with management.

The Board of Directors has determined that Frederick A. Richman and Barbara J. Novogradac, Chairwoman of the Audit Committee, each qualifies as an “audit committee financial expert” and “independent” in accordance with the requirements of the SEC and the rules and regulations of the New York Stock Exchange.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate by reference this Proxy Statement or future filings with the SEC, in whole or in part, the following information shall not be deemed to be incorporated by reference into any such filings.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2020, contained in the Company’s Annual Report on Form 10-K (the “2020 Financial Statements”) with the Company’s management. The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm that is the Company’s independent auditor, the matters required to be discussed by Public Company Accounting Oversight Board standards and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence and has discussed PwC’s independence with them. Based on the foregoing review and discussions, the Audit Committee has recommended to the Company’s Board of Directors that the 2020 Financial Statements be included in the Company’s Annual Report on Form 10-K.

The function of the Compensation Committee is to establish compensation policies for the Company’s officers and to engage in oversight in regard to key compensation plans in which officers, directors and employees are eligible to participate.

For a description of the Compensation Committee’s processes and procedures for consideration and determination of executive officer compensation, see the CD&A on pages 26-32.

The members of the Compensation Committee during 2020 were: Barbara J. Novogradac, Robert J. Pace and Frederick A. Richman. No member of the Compensation Committee was at any time during 2020 or at any other time an officer or employee of the Company, except for Ms. Novogradac (whose employment ended in 2001), and no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee or as a Company director during 2020.

The Compensation Committee has reviewed and discussed with management the CD&A appearing later in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the CD&A be included in the Company’s annual report on Form 10-K for 2020 and in this proxy statement.

The Executive Committee has all of the powers of the Board of Directors, subject to certain exceptions as specified by Delaware law.

Stockholders or other interested persons who wish to communicate with any director, including the Lead Director, the non-management directors as a group, or the entire Board may do so by addressing communications to such person or persons c/o Robert Half International Inc., 2884 Sand Hill Road, Suite 200, Menlo Park, CA, 94025, Attn: Corporate Secretary—Director Communication. The Corporate Secretary or her delegee will forward such communication to the addressee unless she determines that the communication is not suitable for delivery. Examples of communications that would not be suitable for delivery include, but are not limited to, (a) advertisements or solicitations; (b) frivolous, obscene or offensive items; or (c) communications unrelated to the business, affairs or governance of the Company.

The Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and charters for its Audit Committee, Compensation Committee, and Nominating and Governance Committee are available on its website at www.roberthalf.com/investor-center/corporate-governance. Each of these documents is also available in print to any stockholder who makes a request to Robert Half International Inc., 2884 Sand Hill Road, Suite 200, Menlo Park, CA 94025, Attn: Corporate Secretary.

Information contained on or available through our websites (including any other websites referred to in this proxy statement) are not a part of, or incorporated by reference into, this proxy statement.

In accordance with Section 14A of the Exchange Act, we are asking stockholders to cast an advisory vote at the Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. Although, pursuant to the Dodd-Frank Act, the vote is non-binding, the Compensation Committee and the Board of Directors will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions.

At the 2020 Annual Meeting, approximately 95% of stockholder votes approved the Company’s 2019 executive compensation. Consistent with its pay-for-performance policy, the 2020 bonus and performance shares are based on Company performance as set forth below.

For the Company’s annual cash incentive bonuses, the Compensation Committee set revenue and net income targets at levels that would emphasize achievement of both top-line and bottom-line growth. The Compensation Committee did not adjust the performance targets for the adverse impact of the COVID-19 pandemic on the world economy and the Company’s business. Actual 2020 performance was achieved at 65% of target net income and 80% of target revenue. As a result, bonuses for 2019 were equal to 68% of target 2020 bonuses.

All equity awards issued to executive officers during 2020 were again 100% performance shares and were subject to three-year cliff service vesting and two performance conditions—a three-year relative ROIC condition and a relative modifier based on three-year TSR. As with the Company’s annual cash incentive bonuses, the Compensation Committee did not adjust these performance goals during 2020 to take into account the known and projected impact of the COVID-19 pandemic. The complete results for the 2020 performance shares will not be known until the end of 2022.

The Compensation Committee believes that 2020 compensation decisions create a strong alignment between pay and performance.

Stockholders are asked to indicate their support for our named executive officer compensation as described in this proxy statement by voting FOR the following resolution at the Meeting:

Under the Board’s policy of providing for annual say-on-pay votes, the next say-on-pay vote will occur at our 2022 Annual Meeting.

Fiscal 2020 at a glance:

Under management’s leadership, the Company weathered a tumultuous year with positive results in light of challenging economic conditions, as noted below:

The following table lists for each current named executive officer (“NEO”) of the Company, such officer’s name, age on the date of the Meeting, and current positions and offices with the Company:

The biographies for Messrs. Waddell and Messmer are included with the description of our Board of Directors, under the heading “Directors.”

Mr. Buckley has been Executive Vice President and Chief Financial Officer since December 15, 2019. Previously, Mr. Buckley served as Treasurer from 2004 through December 14, 2019 and Executive Vice President and Chief Administrative Officer from 2007 through December 14, 2019. He was Vice President from 2001 through 2007, and served as Controller, Corporate Accounting from 1999 until 2004. From 1995 through 1999, he held various other positions with the Company.

Mr. Gentzkow has been President and Chief Executive Officer—Staffing Services since December 15, 2019. From 2004 through December 14, 2019, Mr. Gentzkow served as President and Chief Operating Officer - Staffing Services. From 2000 until 2004, he served as Executive Vice President, Operations. Prior to that, he served as Director of Field Operations.

Mr. Glass has been Executive Vice President, Corporate Development since 2004. From 1993 until 2004, he served as Senior Vice President, Corporate Development. From 1987 until 1993, he served as Vice President, Corporate Development.

All of the executive officers serve at the pleasure of the Board of Directors. Mr. Messmer has an employment agreement with the Company to serve as Executive Chairman. In addition, severance agreements have been entered into with certain executive officers. See the discussion under “Employment Agreement and Potential Payments upon Termination or Change in Control” below.

There are no family relationships between any of the directors or executive officers.

The Company’s informed and accessible Compensation Committee is composed solely of independent directors that have established effective means for communicating with stockholders, including the opportunity for stockholders to cast a non-binding advisory vote regarding executive compensation at the Company’s annual stockholders meeting.

The Compensation Committee is very interested in the ideas and concerns of our stockholders regarding executive compensation. In 2019 the Committee adjusted the structure of its long-term performance-based equity awards as a direct result of listening to stockholders. The Committee used the same structure for the 2020 performance share awards. See description of 2020 equity awards on page 28. An advisory vote regarding executive compensation was presented to stockholders for the tenth time at last year’s annual meeting of stockholders and received approximately 95% support, consistent with prior high levels of stockholder support for our advisory votes regarding executive compensation in recent years. In evaluating our compensation program for 2020, the Compensation Committee was mindful of the support our stockholders expressed for the Company’s philosophy of linking compensation to operational objectives and the enhancement of stockholder value. As a result, in 2020 the Compensation Committee retained its general approach to executive compensation and continued to apply the same general pay-for-performance principles and philosophy as in prior fiscal years.

The Compensation Committee will continue to seek and consider stockholder concerns and feedback in the future. The Compensation Committee along with the Board of Directors has also determined that holding an annual advisory vote on executive compensation allows our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement.

In addition to the Compensation Committee’s process noted above, our executive management team actively engages in communication throughout the year with stockholders of all ownership levels. Generally, these communications involve participating in investor presentations and question and answer sessions, meeting with investors and stockholders in small groups, and responding to investor and stockholder emails and telephone calls. Our management team communicates with the Board regarding questions, observations and comments relayed by investors and stockholders. The Board considers such stockholder concerns as a part of its governance responsibilities. Further, the Company has an established procedure for the delivery of communication directed to non-management directors as specified in Stockholder Communications with Directors on page 18 of this proxy statement.

The Company’s compensation program features are in line with corporate governance best practices as summarized below:

The Compensation Committee has concluded that the Company’s 2020 compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on the Company. This conclusion is based on the Committee’s review of the above noted governance features, the Committee’s annual risk assessment for 2020, and the Committee’s discussions with management about the risk assessment. (See further discussion on the Compensation Process on page 32.)

The ratio of the Company’s CEO performance-based compensation to total target compensation for 2020 was 97%. In other words, only 3% of the CEO’s compensation was fixed and the remainder depended on Company performance. Mr. Waddell’s base salary was increased effective as of January 1, 2020 in recognition of his promotion as the Company’s CEO. However, in light of the impact of the global economic downturn resulting from the COVID-19 pandemic and its impact on the Company’s business, in April 2020 Mr. Waddell voluntarily elected to waive 100% of his base salary for the remainder of 2020.

Compensation for the Company’s Chief Executive Officer for 2020 as compared with 2019 was as follows:

The ratio of the CEO’s performance-based stock awards to total stock awards for 2020 was 100%. Therefore, none of the stock awards granted in 2020 have a guaranteed payout or vest solely on the basis of continued service, and all were dependent on the Company’s financial and investment performance.

As discussed below, each 2020 award under the Annual Performance Bonus Plan and the Stock Incentive Plan was subject to various metrics (2020 revenue and 2020 net income for the Annual Performance Bonus Plan and 2020-2022 relative ROIC and relative TSR for the Stock Incentive Plan). The Compensation Committee adopted target goals that it believed, prior to a fuller recognition of the impact of the COVID-19 pandemic on the Company’s business, were realistically possible to achieve but not easily achieved.

The Compensation Committee reviews the base salary of our NEOs each year with input from the independent compensation consultant. The goal of this review is to determine whether the base salaries of our NEOs are competitive and to ensure those salaries reflect each executive’s role, responsibilities, experience and performance.

In connection with Mr. Waddell’s appointment as CEO, the Compensation Committee increased his base salary to $500,000 from $265,000, effective January 1, 2020. In connection with Mr. Messmer’s transition to the role of Executive Chairman, the Compensation Committee reduced his base salary from $525,000 to $105,000, effective April 23, 2020. The base salaries of Messrs. Gentzkow and Buckley were increased effective January 1, 2020, in each case to bring their salaries more in alignment with market for their roles. Mr. Gentzkow’s salary was increased from $265,000 to $450,000 and Mr. Buckley’s salary was increased from $265,000 to $350,000. The increases in salaries were the first increases in over 10 years for the each of the NEOs.

As previously noted, due to the economic impact of the COVID-19 pandemic, effective April 26, 2020 Mr. Waddell waived 100% of his base salary and the remaining NEOs waived 50% of their salaries, in all cases for the remainder of 2020.

The 2020 bonus award was computed in accordance with a formula whereby the ratio of actual performance relative to target performance is applied directly to target bonuses on a one-for-one basis, with no leveraged payout scaling. For example, if actual performance relative to each of the specified metrics exceeds target by 20%, then actual bonuses exceed target by 20%. As noted above, the Compensation Committee selected revenue and net income as the metrics to emphasize both top-line and bottom-line performance and avoid any duplication of metrics under the Annual Performance Bonus Plan and the Stock Incentive Plan. For 2020, the Compensation Committee provided that each individual’s actual bonus would be determined by weighting 20% on the ratio of actual revenue to target revenue and 80% on the ratio of actual net income to target net income. For this purpose, the Compensation Committee provided that actual revenue and actual net income would be determined in accordance with GAAP, excluding the impact of changes in GAAP or tax laws if such changes impacted revenue by 5% or more and/or net income by $4,000,000 or more. However, no bonus can exceed the lesser of 200% of the target bonus or $9,000,000, and no bonus would be paid to any executive if actual net income for 2020 were less than zero. The Compensation Committee has the discretion to reduce any bonus within limits specified in the plan but has no discretion to increase any bonus above the amount that would be determined by the formula.

For 2020, performance targets and actual results were as follows:

For 2020, the target goal for revenue of $6.4 billion was an increase of 4.7% over actual 2019 revenue and the target goal for net income of $472 million was an increase of 3.9% from actual 2019 net income. The Compensation Committee determined that the revenue and net income target levels for 2020 were appropriate in light of macroeconomic factors and Company financial projections available at the beginning of 2020. The goals were intended to encourage realistic performance in light of the relevant economic conditions at the time that the target goals were set in early February 2020.

With two exceptions, the Company set 2020 target cash bonus opportunities at the same dollar amount as 2019 target cash bonus opportunities. Mr. Messmer’s target cash bonus opportunity decreased in accordance with the terms of amendments to his employment agreement related to his retirement as Chief Executive Officer. Mr. Buckley, who was promoted to Chief Financial Officer in December 2019, received increases to base salary, bonus target and target performance shares.

For 2020, target bonus awards and actual awards were as follows:

After the performance targets and the target cash bonus levels were set by the Compensation Committee, the global economic recession hit as a result of the COVID-19 pandemic - thus rendering the goals more challenging to achieve. The Compensation Committee decided not to make any changes to either the 2020 target cash bonus levels or the 2020 performance goals for any of the named executive officers to reflect the adverse impact of the COVID-19 pandemic on the Company’s business.

All equity awards granted to executive officers during 2020 were 100% in the form of performance shares. The 2020 performance share grants are subject to three-year cliff service vesting and two performance conditions: (i) our three-year cumulative ROIC ranking relative to the three-year cumulative ROIC of an industry peer group of approximately 90 companies and (ii) reduction or increase based on our TSR for the three-year period of January 1, 2020 to December 31, 2022 relative to the TSR of an industry peer group.

When making its determination with respect to the number of shares subject to each executive’s 2020 performance share grant, the Compensation Committee considered such items as the value of the previous year’s grant, the number of shares granted the previous year, the price of the Company’s stock at the date of grant, the performance of the Company and its stock price in the prior year, the performance metrics and target relative ROIC and relative TSR goal levels set with respect to the grant, the levels of other compensation granted to the executive, the total compensation package for the executive, and the individual performance of each executive. The Compensation Committee does not assign specific weights to individual items. Rather the Compensation Committee exercises its business judgment based, in large part, on the Compensation Committee’s long-term experience in compensating the management team in a manner that incentivizes the team to produce consistently favorable results for stockholders.

The Compensation Committee determined the target value of each executive’s 2020 performance share grant by first determining his target total direct compensation for 2020. The Compensation Committee determined that Mr. Glass’ target total direct compensation for 2019 was at an appropriate level and should therefore remain unchanged for 2020. The Compensation Committee determined that the target values for performance shares for 2019 for Messrs. Waddell and Gentzkow were at an appropriate level and therefore remain unchanged for 2020. As noted above, the Compensation Committee adjusted Mr. Messmer’s and Mr. Buckley’s total direct compensation in 2020. In the case of Mr. Messmer, all values decreased as a result of his retirement as Chief Executive Officer and for Mr. Buckley, increases were implemented in connection with his promotion to Chief Financial Officer.

The Compensation Committee and Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation Committee’s independent compensation consultant, believe that the 2020 awards under the Stock Incentive Plan and the Annual Performance Bonus Plan, considered in the context of each individual’s total compensation opportunity and the conditions applicable to such awards, are at competitive levels necessary for retention of the current executive officers and for incentivizing them to continue to provide superior results to stockholders. The Compensation Committee also believes that the relationship of total compensation among the NEOs is appropriate for purposes of internal equity in light of their roles and responsibilities. To determine the number of performance shares to be issued, the Compensation Committee used the closing price on the date of grant.

The 2020 performance share grants are subject to:

For the 2020 performance share grant, the ROIC goal is determined based on performance against the 65th percentile ROIC of an industry peer group consisting of companies (other than the Company) in the four-digit GICS code 2020 Commercial & Professional Services sub-industry (market capitalization exceeding $100 million) (the “Industry Peer Group”) as measured during the Measurement Period. The ROIC modifier can increase the number of shares subject to an award by up to 50% or decrease an award to zero as follows:

For example, if the Company’s relative ROIC is at the 59th percentile of the Industry Peer Group, then 12% of the total shares eligible for adjustment based on ROIC performance (the percentage determined by multiplying the percentage point difference between the ROIC at the 65th percentile of the Industry Peer Group and the Company’s ROIC ranking at the 59th percentile (i.e., 6%) by 50/25) will be forfeited.

In establishing the ROIC formula, the Compensation Committee provided that to the extent changes in GAAP and changes in tax law reduce or increase the Company’s ROIC by 10% or more, such changes will be excluded in calculating the Company’s ROIC and the ROIC of each of the members of the Industry Peer Group.

TSR performance against the 50th percentile TSR of the Industry Peer Group over the three-year Measurement Period can modify an award up or down by up to 25% as follows:

Each 2020 performance share grant will vest in full on the third anniversary of the grant date on a cliff basis, subject to the executive’s service through the vesting date. Notwithstanding the foregoing, the time vesting requirement (but not the ROIC requirement or the TSR requirement) is waived upon the recipient’s death or termination of employment due to total and permanent disability. As noted on page 37, each executive has a post-employment part-time agreement that provides for part-time service for four years after retirement; vesting of outstanding performance shares at the date of retirement will continue during any such part-time employment period.

No portion of the 2020 performance share grant may be released to the recipient until such portion is no longer subject to any of the three requirements (relative ROIC, relative TSR and time-based service vesting).

Performance share grants do not receive dividends until all requirements have been satisfied. Dividends declared prior to the satisfaction of all requirements are accrued but not paid until vesting. If a portion of the award is forfeited, the accrued dividends on that portion will also be forfeited.

As described in the proxy statement for our 2019 annual meeting of stockholders, the performance share awards granted to executive officers during 2018 were subject to an earnings per share (“EPS”) performance condition and a relative ROIC modifier. The EPS condition provided that if actual EPS for 2018 was less than the target EPS, then the award would be reduced by a percentage equal to the percentage by which actual EPS for 2018 fell short of the target. The actual EPS for 2018 was 104% of the target.

The 2018 performance grant ROIC modifier provided for an increase or decrease of the number of shares subject to each executive’s award (after taking into account the impact of the EPS condition) by as much as 25% based on how the Company’s ROIC percentile ranking for the period from January 1, 2018, through December 31, 2020, compared to an industry GICS index peer group for the same period. Following the completion of the three-year ROIC performance cycle, the Company outperformed the peer group 65th percentile ROIC target by 34%. After application of the EPS condition performance and the ROIC modifier, the 2018 performance share awards were earned at 125% of target shares.

The earned 2018 performance awards vested on March 28, 2021, three years from the date of grant, subject to the executive providing service through such time.

The Compensation Committee believes that setting compensation at levels designed to attract and retain key individuals is critical to the success of a personal services business in which there are few tangible assets and in which people represent the true “assets” of the Company. The Compensation Committee is also mindful of the fact that the Company’s industry is fractured with a myriad of private firms owned by entrepreneurial individuals or financed by private equity firms representing the Company’s most effective competition in many markets. Successful competitors

generate large financial rewards for the owners, as the Company knows from its acquisitions of such firms over the years. It is imperative that the Company’s compensation program provide significant cash and equity incentives to its key managers so as to compete with both public and private companies for this talent, and the Compensation Committee believes the Company’s compensation program achieves this result.

The Compensation Committee further believes that the Company has an outstanding management team that has produced excellent returns since the inception of the Company’s current business in 1986. The Company’s management has been stable for three decades: four of the executive officers (Messrs. Messmer, Waddell, Gentzkow and Glass) have been with the Company since the 1980s. Mr. Buckley recently celebrated his 25^th year with the Company.

Mr. Waddell joined as the third official employee of the Company in 1986 and was a key leader alongside Mr. Messmer during the Company’s substantial growth. In 1986, the annual revenues of Robert Half were approximately $7 million. Under Mr. Waddell’s leadership in fiscal 2020, a historic year of global pandemic, the Company’s revenues were $5.11 billion. Mr. Waddell was also a key participant in the formation of Protiviti which, since its formation in 2002, has grown from revenues of $18 million in its first full quarter of operation to approximately $1.3 billion of annual revenues in 2020.

In the opinion of the Compensation Committee, the Company is fortunate to have a group of outstanding leaders who possess not only considerable management talent but also great entrepreneurial vision, as demonstrated by a series of highly successful new divisions added to the Company’s business since 1991, including the Protiviti subsidiary. The Compensation Committee’s view is that, as a personal services business, it is in the Company’s long-term best interest to be known as an organization offering the opportunity to achieve superior remuneration in the industry. The Company believes the vast majority of such remuneration should be contingent on achieving superior performance and, indeed, makes bonuses subject to achievement of predetermined performance goals, and further, makes annual grants of equity incentives subject to partial or total forfeiture depending on the achievement of predetermined goals. The Compensation Committee’s policy to provide the opportunity for top-level compensation and incentives for extraordinary results has been essentially unchanged for many years, and it is believed that the success of this policy is reflected in the superior results that management has achieved for the Company.

As part of its effort to emphasize performance-based compensation, the Compensation Committee has set base salaries at levels it considers modest. The Compensation Committee instead heavily weights remuneration toward performance-based compensation. An examination of the Summary Compensation Table will show that the vast majority of each executive’s total direct compensation (base salary, bonus and performance shares) consists of performance share awards under the stockholder-approved Stock Incentive Plan and performance-based cash payments earned under the Annual Performance Bonus Plan. In 2020, over 97% of total target Chief Executive Officer compensation was based on Company performance.

While the Compensation Committee is responsible for executive compensation, the philosophy of providing the opportunity for superior remuneration for superior long-term performance is applied to all of the Company’s professionals. The Company believes its long-term success is due to its ability to attract and retain top talent capable of superior performance and that the Company’s compensation practices are an important element in the Company’s continuing ability to attract and retain top talent.

Each component of compensation for our executives is determined by the Compensation Committee. The Compensation Committee determines what changes, if any, should be made to continuing arrangements, such as base salaries and fringe benefits. When determining compensation for the coming year, the Compensation Committee reviews (a) the Company’s results for the prior year, (b) the issues that are expected to confront the Company in the coming year, (c) the individual performance of the executive officers, (d) the need to set compensation at levels that promote retention, and (e) such other information it deems appropriate. The Compensation Committee does not assign specific weights to these factors. However, the most important of these factors is the Company’s performance and, as described in this CD&A, the vast majority of executive compensation is highly contingent upon the Company’s results.

In addition, the Compensation Committee from time to time considers executive compensation at competitors and other companies (including the Staffing Industry Analysts study conducted by Equilar) and other factors such as compensation as a percentage of total market value. While this review and the items in the foregoing paragraph inform the decisions of the Compensation Committee on the range of compensation opportunities, the Compensation Committee does not tie executive officer compensation to specific market percentiles. After such review, the Compensation Committee makes its ultimate determinations using its business judgment based upon the evaluation of such information and its long-term experience with the Company.

The Compensation Committee has retained FW Cook as its independent compensation consultant. FW Cook is retained directly by the Compensation Committee (and not on behalf of management) and performs no other consulting or other services for the Company. In compliance with SEC and New York Stock Exchange rules, the Committee annually reviews information related to FW Cook’s relationship with the Company, the members of the Compensation Committee and the Company’s executive officers. The Committee confirmed that FW Cook does not provide any other services to the Company or its management except with respect to the services provided on behalf of the Committee, and that FW Cook had no business or personal relationship with any member of the Committee or executive officer. The Committee also reviewed information on the fees paid to FW Cook (which represented less than 0.1% of FW Cook’s total consulting income during calendar 2020) and FW Cook’s ownership of any Company securities. Considering this information, the Committee has determined that FW Cook is independent and that its work for the Committee during 2020 has not raised a conflict of interest. While the Compensation Committee receives input from the Chief Executive Officer and Executive Chairman and discusses compensation with them, the ultimate decision regarding compensation is solely at the discretion of the Compensation Committee.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1 million paid to certain executive officers. The Tax Cuts and Jobs Act repealed the performance-based exception to the deduction limit for compensation that is deductible in tax years commencing after December 31, 2017. However, certain performance compensation is specifically exempt from the deduction limit under a transition rule to the extent that it is “performance-based” as defined in Section 162(m) and subject to a “written binding contract” in effect as of November 2, 2017, that is not later modified in any material respect. Even though performance awards granted to executives in 2020 are not eligible for the former exception from the deduction limitations of Section 162(m), the Company remains committed to tying the compensation of its executives to the performance of the Company. The 2017 amendments to Section 162(m) did not have any meaningful impact on the design of the Company’s executive compensation programs, and they are not expected to have any meaningful impact in future years either.

As indicated by the tables appearing below, in addition to the foregoing compensation, each executive also participates in non-tax-qualified deferred compensation arrangements. The Compensation Committee considers deferred compensation arrangements to be appropriate for a corporation of the Company’s size, and, in light of the moderate salaries and long service and historical results of management, believes that the amounts have been set at reasonable levels, particularly in light of the fact that the Company does not make any company contribution under any tax-qualified retirement arrangements for these executives. A detailed description of how the deferred compensation arrangements operate is set forth below in the paragraphs under the “Nonqualified Deferred Compensation” table.

Various agreements, as described elsewhere in this proxy statement, provide for severance benefits in the event of a termination of employment before or after a change in control. (See the discussion below in connection with the “Nonqualified Deferred Compensation” table and the discussion below under the heading “Employment Agreement and Potential Payments upon Termination or Change in Control.”) As indicated by such text, the triggering events and benefits vary among each such arrangement, plan or agreement, and no executive officer is entitled to an excise tax gross-up payment. Such triggering events and benefits were selected by the Compensation Committee in light of competitive conditions and customary practices at the time of their implementation, and the Compensation Committee believes that they continue to be reasonable.

The following table summarizes compensation for the NEOs with performance share awards valued at the closing price on the date of grant. The rules and regulations of the Securities and Exchange Commission relating to the Summary Compensation Table, which appears as the first item in the following “Compensation Tables” section, specify that performance share awards shall be valued based on the projected probable outcome in accordance with the standards set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. In order to estimate the probable outcome, the Company used the Monte Carlo Simulated Method for 2020 which is the same valuation method that it used in 2019 for this purpose. The Compensation Committee believes the valuation of performance share awards using the closing price on the date of grant is important information in assessing equity award values. No other variations exist between the following table and the Summary Compensation Table.

The following table summarizes compensation for the NEOs in accordance with SEC rules.

Registrant Contributions for Messrs. Waddell, Gentzkow, Glass and Buckley are allocated pursuant to the Senior Executive Retirement Plan, which was established effective December 31, 1995. Under the Senior Executive Retirement Plan, the amount allocated each year for an executive is 15% of the sum of such executive’s base salary and actual final earned cash bonus (pursuant to the Annual Performance Bonus Plan). Accrued amounts earn interest at a rate equal to Moody’s Corporate Bond Yield Average. For 2020, this interest rate was 2.67% and the corresponding 120% long-term annual applicable federal rate was 1.58%. For 2020, these executive officers requested, and the Compensation Committee agreed, that the interest amounts credited not exceed the applicable federal rate amounts set forth in the preceding sentence. All allocations are subject to a vesting schedule, which provides that no amount is vested until the completion of ten years of service. After ten years of service, the amount vested is 50% plus 4 1/6% for each year over age 50, with 100% vesting thus occurring at age 62, so long as ten years of service have been completed by that time. All amounts are vested for Messrs. Waddell, Gentzkow and Glass. Mr. Buckley is two-thirds vested in his account. In the event of a Change in Control (see Appendix B for a definition of this term), all amounts credited under the Senior Executive Retirement Plan shall become fully vested and nonforfeitable. Vested accrued amounts are paid following termination of employment. Prior to January 1, 1996, Messrs. Waddell, Gentzkow and Glass participated in the Company’s old Deferred Compensation Plan. Contributions made prior to such date continue to earn interest as provided by the Deferred Compensation Plan. Of the aggregate balances shown in the table, $987,394 was unvested as of December 31, 2020, for Mr. Buckley. All vested amounts are paid following disability or termination of employment for any reason.

Mr. Messmer’s nonqualified deferred compensation benefits were accrued under the Deferred Compensation Plan. Under the Deferred Compensation Plan, the amount allocated each year to Mr. Messmer has been between 3% and 10% of the sum of Mr. Messmer’s base salary and cash bonus (pursuant to the Annual Performance Bonus Plan), depending upon how actual EPS for the year compares to the target set by the Board. Accrued amounts earn interest quarterly at a rate equal to the 10+ Year High Quality Yield in the Merrill Lynch Bond Index. For 2020, the quarterly

interest rates were 3.04%, 2.60%, 2.56% and 2.42%, respectively. The corresponding 120% long-term quarterly applicable federal rates were 2.29%, 1.21%, 1.20% and 1.57%, respectively. For 2020 (and for the previous ten years), Mr. Messmer requested, and the Compensation Committee agreed, that no amount be allocated to him under the plan for the year and that the interest amounts credited not exceed the amounts set forth in the preceding sentence. The amounts in the Deferred Compensation Plan allocated to Mr. Messmer, which included amounts transferred in respect of another plan that was terminated in 2006, reflect benefits earned by Mr. Messmer during more than 34 years of service.

Mr. Messmer was the sole participant of the Deferred Compensation Plan. As a result of his retirement as Chief Executive Officer in December 2019, and reductions in the amount of time spent working on Company matters, Mr. Messmer’s benefits under the Deferred Compensation Plan were distributed to him during 2020 in accordance with the terms of the Deferred Compensation Plan and in compliance with Section 409A of the Internal Revenue Code.

Severance Agreements have been entered into with Messrs. Messmer, Waddell, Gentzkow and Glass. Each Severance Agreement provides that the employee will be paid a lump sum equal to two years’ base salary (2.99 years if the employee has served as a director) if his employment is terminated (a) without Cause (see Appendix B for a definition of this term), (b) voluntarily by the employee following a reduction by more than 5% of the employee’s base salary per month or (c) voluntarily by the employee following a request by the Company that the employee relocate more than 50 miles away from the current location of the principal executive offices of the Company. The terminated employee will also receive a pro rata share of any bonus he would otherwise have received pursuant to any bonus plan if his employment had not been terminated. However, if the termination occurs within one year following a Change in Control of the Company (see Appendix B for a definition of this term), then in lieu of the foregoing bonus payment, the employee will receive a lump sum equal to twice the prior year’s bonus (2.99 times the prior year’s bonus if the employee has served as a director). Notwithstanding the foregoing, no individual shall receive salary and bonus payments under both his Severance Agreement and any other agreement. Instead, only the greater of such benefits provided by either agreement shall be paid. In the event of such a termination, (1) outstanding restricted shares would remain outstanding subject to any pending performance conditions, but any time-based vesting requirements would cease to apply, and (2) outstanding options would remain outstanding until their normal expiration date. Any amounts accrued for the employee’s benefit under the Senior Executive Retirement Plan would also become fully vested. The individual will continue to receive all employee benefits in effect on the termination date, including, but not limited to, medical and life insurance payments, for two years following termination (2.99 years if the employee has served as a director). In addition, if the employee has served as a director, the foregoing benefits will be provided in the event of any voluntary termination within one year following a Change in Control. The Severance Agreements also provide that any termination of the individual’s employment (other than a termination by the Company for Cause) after age 60 (age 53 if the employee has served as a director) will entitle the individual and his spouse, at the Company’s expense, to each continue to participate in the Company’s healthcare plan for its employees or receive equivalent coverage, until his or her death, at the greatest level provided at any time since April 2009.

The Company has entered into Part-Time Employment Agreements with each of Messrs. Messmer, Waddell, Gentzkow, Glass and Buckley. Each agreement provides that the employee will be retained as a part-time employee for a four-year period following retirement. The individual will provide advice and counsel as requested during the part-time employment period and will be prohibited from competing with the Company’s staffing services business or soliciting any employee to leave the Company during that period. In return, the individual will receive annual compensation during the part-time employment equal to 8% of the average annual cash base salary and bonus (including any bonus pursuant to the Annual Performance Bonus Plan) paid for the five full calendar years during the ten full calendar years preceding commencement of part-time employment that had the highest yearly cash compensation, and stock option and restricted share awards made prior to retirement will remain outstanding and continue to vest in accordance with their original vesting schedules. For purposes of the Agreements, retirement is defined to be any termination by the employee of his employment subsequent to the later of age 55 or 20 years of service. All of the NEOs are currently eligible for retirement under this provision.

The Stock Incentive Plan, pursuant to which all equity grants to executive officers subsequent to October 2004 have been made, provides that any award held by an executive officer will vest upon such individual’s death or disability. The only outstanding grants that have been made under this plan to executive officers are performance share grants. For more details regarding grants made pursuant to the Stock Incentive Plan, see “2020 Performance Shares” in the CD&A above.

The Annual Performance Bonus Plan, pursuant to which performance-based cash bonuses are paid to executive officers, provides for a pro-rated bonus to be paid to the estate of any executive officer in the event of such officer’s death during the year. For more details regarding the Annual Performance Bonus Plan, see “2020 Annual Performance Bonus Plan” in the CD&A.

The Senior Executive Retirement Plan provides that all vested amounts will be paid following disability or termination of employment for any reason. For more details regarding these two plans, see the discussion that follows the “Nonqualified Deferred Compensation” table above.

Harold M. Messmer, Jr., Executive Chairman of the Board, has an employment agreement with the Company terminating December 31, 2024. Under the current terms of the employment agreement as amended on April 23, 2020, Mr. Messmer will receive a base annual salary of not less than $105,000 and is entitled to receive certain benefits, including tax planning. (Mr. Messmer has waived these benefits for 2020 and every year since 2007.) In the event the employment of Mr. Messmer is terminated (a) involuntarily other than for Cause (see Appendix B for a definition of this term), (b) by reason of a constructive termination of Mr. Messmer’s employment resulting from a material breach of the employment agreement by the Company, or (c) voluntarily within one year following a Change in Control of the Company (see Appendix B for a definition of this term), he is entitled to receive severance compensation equal to (i) the then-lump sum present value of the amount he would have received if his base salary (at the rate payable at the time of such termination) had been paid through the then-effective term of the agreement and (ii) the then-lump sum present value of the amount he would have received if a yearly bonus in an amount equal to the annual cash bonus for the last full calendar year completed prior to the termination (including any bonus pursuant to the Annual Performance Bonus Plan) had been paid yearly through the then-effective term of the agreement. If Mr. Messmer’s employment is terminated by reason of death or disability, he or his estate will receive only 75% of the base salary he would have received through the then-effective term of the agreement and will not receive any amount in lieu of bonus. If Mr. Messmer’s employment terminates other than for Cause, he and his wife will each continue thereafter to participate in the Company’s healthcare plan for its employees, at the Company’s expense, until his or her death. For one year following termination, Mr. Messmer is prohibited from competing with the Company’s personnel services business, employing any officer of the Company or soliciting any officer of the Company to leave the Company. Since 1990, the terms of the employment agreement have provided that it automatically renews on each December 31 for an additional year without further action by the Company or Mr. Messmer and without formal amendment.

Set forth below is information regarding amounts that would have been payable to each of the executive officers pursuant to the arrangements described herein under the assumption that various circumstances had occurred on December 31, 2020.

Depending upon the circumstances surrounding separation, the individual may be entitled to receive one or more of the following benefits: (a) immediate vesting of then-unvested performance share awards, (b) then-unvested performance share awards would remain outstanding, subject to their existing vesting schedule, (c) immediate vesting of then-unvested amounts under the Senior Executive Retirement Plan, (d) payout of amounts allocated under the Senior Executive Retirement Plan, (e) a lump sum payment whose calculation is based on salary, (f) a lump sum payment whose calculation is based on bonus, (g) retention as a part-time employee (with payment of compensation) for a specified period, (h) continued participation in Company medical plans and payment of other medical expenses until death, or (i) continued payment of life insurance and other miscellaneous benefits for a specified period. Such benefits would be provided pursuant to the Senior Executive Retirement Plan or one or more of the plans or agreements described above under the heading “Employment Agreement and Potential Payments upon Termination or Change in Control.”

The amounts that actually would be payable if any such event occurs in the future would be different than those set forth below (which, as stated above, are calculated under the assumption that the event occurred on December 31, 2020) because such payments are contingent upon various factors at the time of the occurrence of the assumed event,

including, but not limited to, one or more of the following: (1) each individual’s then-current salary and annual bonus award potential, (2) each individual’s salary and annual bonus award for preceding fiscal years, (3) the amount and nature of unvested equity awards held by the individual, (4) the trading price of the Company’s stock, (5) the then-current level of benefits and other items, (6) the individual’s age or years of service with the Company, and (7) the date of termination, including, but not limited to, where the date of termination falls within the fiscal year or the measurement period for a specific grant. For further information regarding the impact of these factors, see the discussion above regarding the Senior Executive Retirement Plan and the discussion under the heading “Employment Agreement and Potential Payments upon Termination or Change in Control.”

The following table sets forth, for each individual and each possible benefit, (a) the value of each such benefit computed on the assumption a triggering event occurred on December 31, 2020, and (b) the circumstances for that individual under which payment of that benefit would be triggered. Note that the circumstances that trigger a specific benefit may be different for different individuals. As can be seen from the table, not all benefits are paid to an individual under all circumstances. Therefore, no useful information would be obtained by summing the items in any column. For information regarding the total amount payable to any individual upon the occurrence of a specific event, see the table appearing in the next subsection.