ANDREW S. BERWICK, JR. - Corporate Board Profile

ROBERT HALF INC.

Filing Date	Source Excerpt
2006-03-24	In accordance with the foregoing arrangements, the total cash fees paid to Messrs. Berwick, Furth, Gibbons, Ryan and Schaub for 2005 were $65,000, $55,500, $57,000, $46,000 and $52,000, respectively.
2007-03-22	2006 Director Compensation table and committee memberships: Andrew S. Berwick, Jr. received $65,000 fees in cash, $25,581 in stock awards, $888 in other compensation, total $91,469. He serves on Audit, Compensation, and Nominating and Governance Committees.
2008-03-25	Cash fees for outside directors are as follows: (1) an annual fee of $40,000 for service on the Board, (2) a fee of $1,500 for each Board meeting attended, (3) a $3,000 annual fee for service on each of, as applicable, the Audit Committee, the Compensation Committee, and/or the Nominating and Governance Committee, (4) an additional annual fee of $10,000 for serving as Chairman of the Audit Committee and (5) an additional annual fee of $5,000 for serving as Chairman of the Compensation Committee or the Nominating and Governance Committee. All directors also receive reimbursement for travel and other expenses directly related to activities as directors. On May 3, 2007, the date of the Company’s 2007 Annual Meeting of Stockholders, each of the outside directors received a grant of 4,400 shares of restricted stock under the Stock Incentive Plan. The closing price of the Company’s stock on the date of grant was $34.43 per share, so the grant date fair value of each award was $151,492. Each of these grants is subject to a time vesting condition which provides for the vesting of 25% of the grant on each of May 1, 2008, May 1, 2009, May 1, 2010 and May 1, 2011. Notwithstanding the foregoing, each grant will vest upon the recipient’s retirement (except under certain specified circumstances), death, termination due to total and permanent disability, or the occurrence of a Change in Control (see Appendix A for a definition of this term). Each of the current outside directors is eligible for retirement under the foregoing provision.
2009-03-25	2008 Director Compensation table and committee memberships: Audit Committee, Compensation Committee, Nominating and Governance Committee.
2010-03-25	Andrew S. Berwick, Jr. received $65,000 in fees earned or paid in cash, $145,948 in stock awards, $0 in option awards, $0 in non-equity incentive plan compensation, $0 in change in pension value and nonqualified deferred compensation earnings, and $6,393 in all other compensation, totaling $217,341 in 2009.
2011-03-22	2010 Director Compensation table and related text showing Andrew S. Berwick, Jr. with total compensation of $241,304 and serving on Audit, Compensation, and Nominating and Governance Committees.
2012-04-23	Andrew S. Berwick, Jr., Chairman of the Nominating and Governance Committee has been designated Lead Director. Mr. Berwick’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 Audit Committee, currently composed of Messrs. Berwick and Richman and Ms. Novogradac, met four times during 2011. The Compensation Committee, currently composed of Messrs. Berwick and Richman, met four times during 2011. The Nominating and Governance Committee, currently composed of Messrs. Berwick, Pace and Richman, met twice during 2011. 2011 Director Compensation table shows total compensation of $252,280.
2013-04-23	Andrew S. Berwick, Jr., Chairman of the Nominating and Governance Committee has been designated Lead Director. Mr. Berwick’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 Company’s Board of Directors has adopted a Lead Director Statement of Duties, which contains further information regarding the role of the Lead Director. The statement is an appendix to the Company’s Corporate Governance Guidelines, which guidelines are available at the Company’s website at www.rhi.com in the “Corporate Governance” section under the “Investor Center” tab. Cash fees for outside directors are as follows: (1) an annual fee of $40,000 for service on the Board, (2) a fee of $1,500 for each Board meeting attended, (3) a $3,000 annual fee for service on each of, as applicable, the Audit Committee, the Compensation Committee, and/or the Nominating and Governance Committee, and (4) an additional annual fee of $15,000 for serving as Chairman of the Audit Committee, the Compensation Committee or the Nominating and Governance Committee. All directors also receive reimbursement for travel and other expenses directly related to activities as directors. On May 24, 2012, the date of the Company’s 2012 Annual Meeting of Stockholders, Messrs. Berwick, Pace and Richman and Ms. Novogradac each received a grant of 6,200 restricted shares under the Stock Incentive Plan. The closing price of the Company’s stock on the date of grant was $28.73 per share, so the grant date fair value of each award was $178,126. Each of the foregoing grants is subject to a time vesting condition which provides for the vesting of 25% of the grant on each of May 1, 2013, May 1, 2014, May 1, 2015 and May 1, 2016. Notwithstanding the foregoing, each grant will vest upon the recipient’s retirement (except under certain specified circumstances), death, termination due to total and permanent disability, or the occurrence of a Change in Control (see Appendix A for a definition of this term). Each of Messrs. Berwick and Richman is eligible for retirement under the foregoing provision. 2012 Director Compensation table.
2014-04-22	Andrew S. Berwick, Jr. has been President of Berwick-Pacific Corporation, a real estate development company, for more than the past five years. He is Chairman Emeritus of California Healthcare System. 2013 Director Compensation table shows total compensation of $288,562. He serves on Audit, Compensation, and Nominating and Governance Committees.
2015-04-21	2014 Director Compensation table and committee memberships: "The Audit Committee, currently composed of Messrs. Berwick and Richman and Ms. Novogradac... The Compensation Committee, currently composed of Messrs. Berwick and Richman... The Nominating and Governance Committee, currently composed of Messrs. Berwick, Pace and Richman... 2014 Director Compensation table shows total compensation of $352,620 for Andrew S. Berwick, Jr.
2016-04-15	Andrew S. Berwick, Jr. has been a director since 1981. He is President of Berwick-Pacific Corporation. He serves on the Audit Committee, Compensation Committee, and Nominating and Governance Committee. 2015 Director Compensation total: $351,111.