What is the rationale behind the Board's decision not to appoint a new Lead Independent Director?
Rationale for the Boardâs decision not to appoint a new Lead Independent Director
When David White stepped down as the Lead Independent Director (LID) of ResourcesâŻConnection, Inc. (Nasdaq:âŻRGP) onâŻAugustâŻ3âŻ2025, the Board conducted a quick governance review of the LID function and the companyâs current board structure. The Board concluded that a replacement LID was not required for the following reasons:
| Reason | Explanation |
|---|---|
| Existing independent leadership is sufficient | The Board already has a sufficient number of independent directors who can collectively carry out the oversight, governance, and liaison duties customarily performed by a Lead Independent Director. No single individual is needed to centralize those responsibilities because the remaining directors are experienced, fully engaged, and able to share the duties. |
| No statutory or regulatory requirement | Neither Nasdaqâs corporateâgovernance rules nor the companyâs own bylaws mandate that a publicâcompany board must maintain a formally designated Lead Independent Director at all times. The position is therefore optional, not compulsory. |
| Recent board composition changes | The Boardâs recent reâappointments and the addition of new independent members have altered its structure such that the LID roleâoriginally created to coordinate a smaller, lessâdiverse boardâno longer adds distinct value. The board now operates with a more collaborative, committeeâbased approach. |
| Practical considerations after Whiteâs departure | David White resigned to assume the interim executiveâdirector role for the NFL Players Association, a move that would have required a rapid transition to a new LID. The Board judged that the shortâterm disruption of appointing a successor (including the time needed to identify, vet, and secure a qualified candidate) outweighed any incremental benefit, especially given the points above. |
| Reference to âBobâ as an existing point of contact | The Boardâs statement notes that âno Lead Independent Director was necessary given that Bob âŠ.â Although the release truncates the sentence, the implication is that Bobâwho is already a senior independent directorâhas the capacity to act as the primary liaison for the Boardâs independent oversight functions. In other words, the Board believes that Bob (or another senior independent director) can effectively fill any gap left by the LIDâs vacancy without formally naming a new LID. |
Bottom line
The Boardâs decision rests on the view that the governance responsibilities traditionally assigned to a Lead Independent Director can be adequately performed by the current pool of independent directorsâparticularly by Bob (or another senior independent director)âand that there is no regulatory or internal rule obligating the Board to maintain a formally designated LID. Consequently, the Board decided not to pursue a new appointment, allowing it to continue operating efficiently while focusing on the transition of David White to his new role with the NFL Players Association.