A. Robert Pisano
About A. Robert Pisano
A. Robert “Bob” Pisano, 82, is the independent Chair of the Board at RGP (Resources Connection, Inc.). He has served on RGP’s Board since November 2002, was Lead Independent Director from 2004–July 2024, and became Chair in July 2024; he is currently a member of the Compensation Committee . Pisano is a former entertainment industry executive and lawyer (O’Melveny & Myers partner; senior roles at Paramount, MGM, Screen Actors Guild, and the Motion Picture Association), bringing deep legal, regulatory, M&A, and operating experience to RGP’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motion Picture Association (MPA) | President & COO; Interim CEO | 2005–2011 (Interim CEO: 2010–2011) | Led industry-wide policy and regulatory engagement |
| Screen Actors Guild | National Executive Director & CEO | 2001–2005 | Labor negotiations, governance and industry relations |
| Metro-Goldwyn-Mayer (MGM) | EVP; then Vice Chair & Consultant | 1993–2001 | International operations, marketing, business development |
| Paramount Pictures Corp. | EVP, General Counsel; Office of the Chairman | 1985–1991 | Strategic/transactional leadership at studio parent level |
| O’Melveny & Myers LLP | Partner (Business Litigation) | 1969–1985 | 20 years as partner, complex litigation and corporate matters |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| FPA Group of Funds (Source Capital, Crescent, New Income Funds) | Registered investment companies | Director; Audit & Corporate Governance Committees | 2012–Feb 2022 | Oversight of fund governance and audits |
| St. John’s Health Foundation (Jackson, WY) | Non-profit | Chair; then Co‑Chair | Chair 2022–2023; Co‑Chair 2023–2024 | Community healthcare philanthropy leadership |
| StateNet | Private (previous) | Director | n/d | Legislative/regulatory data service |
Board Governance
| Item | Detail |
|---|---|
| Current RGP roles | Chair of the Board (since July 2024); Compensation Committee member |
| Independence | Board determined all directors other than the CEO are independent under Nasdaq rules; Chair role deemed independent (no Lead Independent Director deemed necessary as of Aug 2025) |
| Attendance | Board met 7x in FY2025; all directors attended ≥75% of Board and committee meetings; all attended 2024 annual meeting |
| Board committees (FY2025) | Audit: Pierozzi (Chair), Collyns, Dimick, Kistinger, von Maltzan (Pisano not a member) . Compensation: Carlile (Chair), Dimick, Fox, Gydé, Pisano . Corporate Governance & Nominating: Collyns (Chair), Pierozzi, Carlile, Kistinger, von Maltzan . |
| Risk oversight | Audit oversees financial/cyber/technology risk; Compensation oversees comp risk; CG&N oversees board composition/governance; full Board receives regular risk reports including legal and cybersecurity updates . |
| Policies | Hedging and pledging of company stock prohibited for directors/officers/employees . Code of Conduct and Corporate Governance Guidelines posted; annual board self-evaluation conducted . |
| Investor signals | Say‑on‑pay support ~93.7% at Oct 2024 meeting . Change of auditor to EY for FY2026 after remediation of a goodwill impairment control weakness; no disagreements with prior auditor . Activist/cooperation agreement added Jeff Fox to Board and Compensation Committee June 2025 . |
Fixed Compensation
| Component | Structure / Terms | FY2025 Actual for Pisano ($) |
|---|---|---|
| Board cash retainer | $50,000 annual retainer for all non‑employee directors | 410,874 (fees earned/paid in cash) |
| Chair of the Board retainer | Additional $250,000 annual cash retainer | Included in cash above |
| Committee retainers | $5,000 for Compensation Committee member; other schedules per committee and chair roles | Included in cash above |
| Equity award | Annual restricted stock/RSU grant with grant-date fair value ~$100,000; vests in equal annual installments over 4 years | 99,992 (stock awards) |
| Total | — | 510,866 |
Notes:
- Annual director retainer and additional role-based fees are paid at the start of the calendar year and can span fiscal periods; new appointees receive pro‑rated amounts .
Performance Compensation
- Director equity is time‑based (restricted stock/RSUs) with 4‑year equal annual vesting; no performance metrics are used for director equity awards .
- Directors may defer equity or cash into deferred stock units; dividend equivalents accrue; certain directors deferred their 2025 equity (Dimick, von Maltzan, Kistinger); Pisano did not defer in 2025 per disclosure .
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| FPA Group of Funds | Yes (registered funds) | Director; Audit & Corporate Governance Committees (former) | Ended Feb 2022; no current interlock |
| StateNet | Private (former) | Director | Not current |
| St. John’s Health Foundation | Non-profit | Chair/Co‑Chair (former) | Not a commercial conflict |
No related‑party transactions involving Pisano were reported in FY2025. The Audit Committee disclosed and approved one related‑party item involving the CEO’s daughter and an external advisor to an acquisition; no other reportable related‑party transactions since the beginning of FY2025 .
Expertise & Qualifications
- Skills matrix credits Pisano with senior leadership, public company board, global expertise, finance/accounting, professional services/human capital, risk & regulatory compliance, technology & digital transformation, and M&A experience .
- Biography highlights 20 years as a law firm partner plus senior operating roles at major entertainment companies, with deep governance, regulatory, and transactional experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Aug 20, 2025) | 111,038 shares; includes 10,536 held in Pisano Living Trust (sole voting/investment power) |
| % of shares outstanding | <1% (company uses 33,369,581 shares outstanding for calculation) |
| Unvested equity (as of May 31, 2025) | 20,913 unvested restricted stock/RSUs; no stock options outstanding |
| Ownership guidelines | Directors must hold stock equal to 3x annual board cash retainer; multiple forms of equity count; compliance expected within 5 years; as of May 31, 2025 all current directors meet guidelines or have time remaining (to July 2027 under revised 2024 policy) |
| Hedging/pledging | Prohibited for directors/officers/employees |
Governance Assessment
- Independence and Board leadership: Pisano serves as an independent Chair, with the Board affirming director independence (other than the CEO) and eliminating the Lead Independent Director position given the independent chair structure—supportive of robust oversight .
- Engagement/attendance: Board and committees met frequently in FY2025 and all directors met attendance thresholds—no attendance red flags disclosed .
- Compensation alignment: Director pay is a standard cash retainer plus a modest, time‑vested equity grant; Pisano’s FY2025 mix was heavily cash due to the Chair retainer, with a consistent $100,000 equity grant and four‑year vesting that supports alignment .
- Ownership/skin‑in‑the‑game: Pisano holds 111,038 shares and 20,913 unvested RSUs/RS, with director ownership guidelines in place and a prohibition on hedging/pledging—overall alignment is adequate; percentage ownership remains <1% due to share count .
- Conflict controls: No related‑party items tied to Pisano; the Audit Committee disclosed one item involving the CEO’s daughter and an external advisor and documented its approval process—mitigates conflict concerns .
- Investor confidence signals: Strong say‑on‑pay support (~93.7%) and an independent Chair structure bolster governance confidence; activist settlement added a capital‑allocation‑oriented director (Jeff Fox), potentially improving performance oversight .
- Risk oversight changes: Auditor transition (RSM→EY) after remediation of a control weakness, with no disagreements, signals responsive oversight though investors may monitor audit quality and financial reporting improvements going forward .
RED FLAGS and Watch Items
- Chair tenure/age and succession: At age 82 and with very long board tenure (since 2002), succession planning for the Chair role remains a key watch item despite ongoing board refreshment; the Board previously extended his service beyond retirement policy in 2024 to maintain stability during transition .
- Performance headwinds: FY2025 featured a net loss driven by a large non‑cash goodwill impairment and a lower dividend rate in Q4 FY2025; while not director‑specific, investors may scrutinize board oversight of strategy, capital returns, and risk controls in a tougher macro environment .