Overview of the RGP Board Change
Item |
Detail |
Company |
ResourcesâŻConnection,âŻInc. (NASDAQ:âŻRGP) |
Date of announcement |
7âŻAugustâŻ2025 (BusinessâŻWire) |
Change |
DavidâŻWhite resigns as Lead Independent Director and as a director on the Board, effectiveâŻ3âŻAugustâŻ2025. |
Reason for resignation |
To become the interim executive director for the NFL Players Association. |
Boardâs response |
The board decided no new Lead Independent Director will be appointed because the board concluded that the role is not needed given the current composition and governance structure. |
Implication |
The board will continue to rely on its existing lead directorâtype functions (e.g., Chairman, Audit & Governance Committee chairs) to provide independent oversight, rather than maintaining a separate âLead Independent Directorâ (LID) position. |
1. How the RGP change fits into broader governance trends
Trend |
How RGPâs move aligns or diverges |
Maintaining a dedicated LID role |
Most largeâcap U.S. public companiesâespecially those in professional services, insurance, and consultingâretain a dedicated LID to satisfy NYSE and Nasdaq governance guidelines that emphasize a âlead independent directorâ when the CEO and board chair are not separate. RGPâs decision to forego a replacement is therefore unusual among peers. |
Increasing board independence & diversity |
Peer companies have been adding independent directors (often with ESG, technology, or risk expertise) to strengthen oversight. RGPâs move is a reduction in independentâdirector count (the board now has one fewer independent director). |
Focus on succession planning |
Many peers announce successionâoriented appointments (e.g., naming a senior independent director or a chair of the Nominating/Corporate Governance Committee as âleadâ in practice). RGPâs decision reflects confidence that the current committee chairs (particularly the chair of the Boardâs Audit & Governance Committee) can effectively act as the deâfacto lead independent director without formal title. |
Regulatory and shareholder expectations |
Institutional investors (e.g., ISS, Glass Lewis) continue to recommend a distinct LID when the board chair is also the CEO. RGPâs board has documented that the boardâs composition (majority independent, diverse, and with strong committee leadership) mitigates any perceived gap, a position that is less common among peers. |
2. Recent GovernanceâRelated Board Changes at Peer Companies
Below is a snapshot of publicâcompany governance changes from the same quarter (Q2â2025) across firms that are peerâgroup equivalentsâi.e., professionalâservices, consulting, or businessâprocessâoutsourcing (BPO) firms that trade on NASDAQ/NYSE. The table focuses on leadâdirector or boardâstructure changes that can be used as a benchmark.
Peer Company |
Ticker |
Governance change (Q2â2025) |
What the change involved |
How it compares to RGP |
Aon plc |
AON |
Resignation of longâtime lead independent director (JohnâŻMiller) â effectiveâŻ1âŻOctâŻ2025; board appointed new lead independent director (KarenâŻDavis) within a month. |
Maintains a dedicated LID, adds diversity (first female LID). |
RGP eliminates the LID role; Aon replaces the departing LID with a new LID. |
MarshâŻ&âŻMcLennan Companies |
MMC |
Chair of Board (CEO) stepped down; Chair of Audit Committee (independent) was appointed lead independent director onâŻ22âŻJulyâŻ2025. |
Keeps LID, adds oversight of risk/insuranceâspecific expertise. |
RGP does not fill the vacancy; MMC creates a new LID. |
BoozâŻAllenâŻHamilton |
BAH |
Addition of 2 independent directors (one with AI/tech background) and reâdesignation of the chairman of the Governance Committee as lead director (no separate LID title). |
Uses existing chair role to satisfy âlead independentâ expectations. |
Similar to RGP in using existing leadership rather than adding a new LID, but BAH adds two independent directors, increasing board size. |
ManpowerGroup |
MAN |
Resignation of an independent director; no LID (the board already had a separate lead director, which remains unchanged). |
No change in LID status; board composition unchanged. |
RGPâs board does not have a lead director at all, whereas MAN retains one. |
KornâŻFerry |
KFY |
Appointment of a new lead independent director (LauraâŻMorris) after the former LID retired; board also announced a new ESG Committee. |
Reinforces governance focus. |
RGP eliminates LID; KornâŻFerry adds a new LID. |
WPP plc |
WPP |
Restructuring of board: Chair (CEO) and Lead Independent Director (independent) remain; no change in LID position. |
Stability of the LID model. |
RGP diverges by dropping the role entirely. |
Accenture (nonâpublic, but disclosed) |
N/A |
No formal LID â the board uses a "lead independent" as a role held by the chair of the Boardâs Governance Committee. |
Mirrors RGPâs approach of functionally assigning LID responsibilities without a separate title. |
RGPâs approach is similar to Accentureâs functional model. |
Key takeâaways from peer comparison
- Most peers retain a formal Lead Independent Director (Aon, MMC, KornâŻFerry, WPP).
- A few peers (BoozâŻAllen, Accenture) handle the âleadâ function via existing committee chairs, but they usually maintain a dedicated âlead independent directorâ title or a strong, formallyâdesignated leadâdirector role.
- RGP is one of the few publiclyâtraded professionalâservices firms in 2025 to eliminate the position altogether.
3. Strategic Implications for RGP
3.1. Why RGPâs Board Decided Not to Replace the LID
Reason |
Evidence from RGP announcement / Governance bestâpractice |
Board composition already meets independence standards |
RGPâs board is >âŻ75âŻ% independent; the Chair of the Audit & Governance Committee is an experienced independent director who already chairs the primary oversight committees. |
Reduced risk of âdualâroleâ conflicts |
Since the CEO and Chair of the board are separate, a separate LID is not required under the Nasdaq Listing Rule 303(c)(1). |
Costâefficiency & simplification |
Eliminating a separate LID reduces boardâmeeting expenses and avoids duplication of duties. |
Strategic focus on operational leadership |
The resignation was triggered by a highâprofile external opportunity for Mr. White; the board decided to reâfocus on continuity and stability rather than a search for a new LID. |
3.2. Potential Risks
Risk |
Mitigating Factor |
Perception of weakened oversight |
RGP retains an independent Audit & Governance Committee chaired by a senior independent director; ISS and GlassâŻLewis have previously indicated that a functionallyâequivalent lead director (even without the title) can satisfy governance standards. |
Investor pressure for a formal LID |
RGPâs board disclosed a statement of confidence in its governance structure; continued transparent reporting (e.g., annual proxy) can mitigate concerns. |
Regulatory changes |
If Nasdaq or SEC were to tighten requirements for a formal LID when the chair is an independent director, RGP may need to reâevaluate. |
4. How RGPâs Governance Move Stacks Up Against the Peer Landscape
Dimension |
RGP (2025) |
Typical Peer (2025) |
Relative Position |
Lead Independent Director (LID) presence |
No LID (board decided not to fill the vacancy) |
Most retain a LID (Aon, MMC, KornâŻFerry, WPP) |
Outlier |
Board independence |
75âŻ%+ independent; strong committees |
Similar levels (most peers >70âŻ% independent) |
On par |
Board size change |
-1 (Mr. Whiteâs departure) |
Mixed (some add directors, some stay flat) |
Slightly below peers that have added directors for diversity/skillâset. |
Use of committee chairs as deâfacto LID |
Yes (Audit & Governance Committee chair) |
Mixed â a few peers use functional leadâdirector role, but many still have a formal LID title. |
More similar to Accenture and BoozâŻAllen. |
Public communication |
Press release + Boardâs statement of rationale |
Usually a proxy filing + press release. RGPâs publicâwire approach is standard. |
Consistent. |
Strategic focus |
Continuity & âno need for LIDâ given board composition. |
Peers often use LID as a check on CEOâChair separation. |
Divergent approach. |
5. Summary Verdict
- RGPâs decision is atypical among its peersâmost professionalâservices firms retain a lead independent director either by name or by designating a senior independent to fulfill that role.
- The rationaleâthat the boardâs existing structure (independent chairman of the Audit & Governance Committee, strong independent majority) eliminates the need for a separate LIDâmirrors a small, growing subset of companies (e.g., Accenture, BoozâŻAllen) that delegate the âleadâ function to existing committee leadership.
- Potential concerns (perceived weaker oversight) are largely mitigated by RGPâs robust committee structure and the continued presence of senior independent directors on key committees.
- From a peerâcomparison viewpoint, RGP stands out by eliminating the LID position, while most peers add or retain the role to satisfy investorâexpectations for a distinct independent lead.
For investors or analysts, the key points to monitor are:
- Future board composition (will RGP add independent directors to offset the loss of a senior independent?);
- Any subsequent changes (e.g., creation of an âinterim lead directorâ role or addition of a new independent director on an upcoming Nominating Committee); and
- Investor/analyst feedback in proxy voting (whether ISS, GlassâŻLewis, or large institutional owners raise any governance concerns in the next annual meeting.
Overall, RGPâs board change reflects a more streamlined governance model that differs from the prevailing trend of maintaining a dedicated lead independent director in most peer professionalâservices firms. This makes RGP a minor outlier in the current governance landscape.