ROBERT HALF INC.RHI
ROBERT HALF INC. Stock Compensation Disclosure
Note N—Stock Plans
Under various stock plans, officers, employees and outside directors have received or may receive grants of restricted stock, stock units, stock appreciation rights or options to purchase common stock. Grants have been made at the discretion of the Committees of the Board of Directors. Grants generally vest either on a straight-line basis over four years or on a cliff basis over three years. Shares offered under the plan are authorized but unissued shares.
Recipients of restricted stock do not pay any cash consideration to the Company for the shares and have the right to vote all shares subject to such grant. Restricted stock grants contain forfeitable rights to dividends. Dividends for these grants are accrued on the dividend payment dates but are not paid until the shares vest, and dividends accrued for shares that ultimately do not vest are forfeited. Recipients of stock units do not pay any cash consideration for the units, do not have the right to vote and do not receive dividends with respect to such units.
During the year ended December 31, 2025, the Company granted performance shares to its executives in the form of restricted stock. The shares granted contain (1) a performance condition based on Return on Invested Capital (“ROIC”), and (2) a market condition based on Total Shareholder Return (“TSR”). The ROIC performance condition and the TSR market condition measure the Company’s performance against a peer group. Shares will be delivered at the end of a three-year vesting, TSR and ROIC performance period based on the Company’s actual performance compared to the peer group. The ROIC performance condition is calculated first and has a range of possible outcomes of zero percent (0%) to one-hundred fifty percent (150%). The TSR condition is considered a modifier of the ROIC performance condition. The range for the TSR condition is seventy-five percent (75%) to one-hundred twenty-five percent (125%). The result calculated by multiplying the ROIC percentage by the TSR percentage is used to calculate the actual number of shares earned. The fair value of this award was determined using a Monte Carlo simulation with the following weighted average assumptions: a historical volatility of 28.3%, a 0% dividend yield, and a risk-free interest rate of 3.9%. The historical volatility was based on the most recent 2.8-year period for the Company and the components of the peer group. The stock price movements have been modeled such that the dividends are incorporated in the returns of each company’s stock, therefore the Monte Carlo simulation reflects a 0% dividend yield for each stock. The use of a 0% dividend yield is mathematically equivalent to including the dividends in the calculation of TSR. The risk-free interest rate is equal to the yield, as of the valuation date, of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance period.
Unrecognized compensation cost is expected to be recognized over the next four years. Total unrecognized compensation cost, net of estimated forfeitures, for restricted stock and stock units was $79.8 million, $90.3 million and $93.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table reflects activity under all stock plans from December 31, 2022, through December 31, 2025, and the weighted average exercise prices (in thousands, except per share amounts):
| Non-Executive Officer Time-Based Awards | Performance-Based Awards With Market Conditions | |||||||||||||||||||||||||
| Number of Shares/ Units | Weighted Average Grant Date Fair Value | Number of Shares/ Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| Outstanding, December 31, 2022 | 908 | $88.74 | 504 | $89.84 | ||||||||||||||||||||||
| Granted | 612 | $79.98 | 357 | $76.42 | ||||||||||||||||||||||
| Restrictions lapsed | (389) | $77.98 | (401) | $66.86 | ||||||||||||||||||||||
| Forfeited | (32) | $86.85 | — | — | ||||||||||||||||||||||
| Outstanding, December 31, 2023 | 1,099 | $87.72 | 460 | $99.47 | ||||||||||||||||||||||
| Granted | 533 | $79.48 | 320 | $86.03 | ||||||||||||||||||||||
| Restrictions lapsed | (424) | $83.72 | (305) | $88.77 | ||||||||||||||||||||||
| Forfeited | (32) | $85.09 | — | — | ||||||||||||||||||||||
| Outstanding, December 31, 2024 | 1,176 | $85.50 | 475 | $97.29 | ||||||||||||||||||||||
| Granted | 661 | $57.92 | 280 | $59.48 | ||||||||||||||||||||||
| Restrictions lapsed | (404) | $88.16 | (128) | $136.28 | ||||||||||||||||||||||
| Forfeited | (66) | $72.46 | — | — | ||||||||||||||||||||||
| Outstanding, December 31, 2025 | 1,367 | $72.02 | 627 | $72.38 | ||||||||||||||||||||||
The total fair value of shares vested was $30.2 million, $57.3 million and $62.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
At December 31, 2025, the total number of available shares to grant under the plans (consisting of either restricted stock, stock units, stock appreciation rights or options to purchase common stock) was approximately 1.8 million.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2021 | Feb 14, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.