Bhadresh Patel
About Bhadresh Patel
Bhadreshkumar (“Bhadresh”) Patel is Chief Operating Officer of RGP, serving since April 2024 after previously serving as Chief Digital Officer from September 2021 to April 2024; he is 51 years old . He founded and has served as CEO of Veracity Consulting Group, LLC since 2015 (a digital transformation firm acquired by RGP in 2019), and earlier held a Senior Vice President role at ICF International, a global consulting and technology services company . Company performance under the pay-for-performance framework used for NEOs included fiscal 2025 revenue of $551.3 million, Adjusted EBITDA of $23.5 million (4.3% margin), and a reported net loss of $191.8 million driven by a non-cash goodwill impairment of $194.4 million . Executive incentive structures for fiscal 2025 tied payouts to revenue and Adjusted EBITDA margin for both annual EIP and three-year PSUs, aligning with stockholder value creation objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RGP | Chief Operating Officer | Apr 2024–present | Operational leadership over consulting, on-demand talent, and outsourced services |
| RGP | Chief Digital Officer | Sep 2021–Apr 2024 | Led digital strategy and transformation initiatives |
| Veracity Consulting Group (RGP subsidiary since 2019) | Chief Executive Officer | 2015–present | Built digital transformation capabilities integrated into RGP portfolio |
| ICF International | Senior Vice President | Not disclosed | Prior leadership in consulting and technology services |
External Roles
No public-company directorships or external board roles for Patel are disclosed in recent proxy filings .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 395,192 | 550,000 |
| Target Annual Incentive ($) | 300,000 (per employment agreement) | 550,000 (per employment agreement) |
| Actual Annual EIP Bonus Paid ($) | 0 (NEOs requested no awards) | 0 (only CFO received EIP award) |
| Stock Awards – Grant Date Fair Value ($) | 799,968 | 859,988 |
| All Other Compensation ($) | 25,816 | 15,635 |
| All Other – Auto Allowance ($) | 15,000 | 15,000 |
| All Other – 401(k) Match ($) | 10,816 | 635 |
Notes:
- FY2025 base salary set by April 2024 employment agreement at $550,000; agreement set FY2025 EIP target incentive at $550,000 .
- FY2024 EIP target incentive $300,000 per April 2024 agreement .
Performance Compensation
Annual EIP (Executive Incentive Plan)
| Component | Design | FY 2024 Outcome | FY 2025 Outcome |
|---|---|---|---|
| Financial Metrics | Company Revenue and Adjusted EBITDA Margin; cap 300% of target; qualitative component capped at 50% if financial thresholds unmet | Company missed financial targets; NEOs requested no EIP; payout $0 | Company missed financial targets; Compensation Committee granted EIP only to CFO ($200k); Patel $0 |
| Qualitative Metrics | Individual performance and leadership | Met/exceeded individual goals; still $0 | Met/exceeded individual goals but no award per CEO recommendation |
Long-Term PSUs (Three-year performance)
| Metric | Weighting | Performance Period | Target/Range | Vesting |
|---|---|---|---|---|
| Revenue | 50% | FY2025–FY2027 | Target shares set at grant; 0–150% earned | End of 3-year period (cliff) |
| Adjusted EBITDA Margin | 50% | FY2025–FY2027 | Target shares set at grant; 0–150% earned | End of 3-year period (cliff) |
FY2025 Grants of Plan-Based Awards (Patel)
| Grant Type | Grant Date | Shares (Target unless noted) | Grant Date Fair Value ($) | Threshold (#) | Target (#) | Max (#) |
|---|---|---|---|---|---|---|
| RSU | Aug 8, 2024 | 10,752 | 109,993 | — | — | — |
| RSU | Nov 12, 2024 | 41,993 | 374,997 | — | — | — |
| PSU | Nov 12, 2024 | 41,993 | 374,997 | 20,997 | 41,993 | 62,990 |
| EIP Opportunity | n/a | — | — | $275,000 | $550,000 | $1,650,000 |
FY2024 Grants (Patel)
| Grant Type | Grant Date | Shares (Target unless noted) | Grant Date Fair Value ($) | Threshold (#) | Target (#) | Max (#) |
|---|---|---|---|---|---|---|
| RSU | Nov 8, 2023 | 18,341 | 249,988 | — | — | — |
| PSU | Nov 8, 2023 | 18,341 | 249,988 | 9,171 | 18,341 | 27,512 |
| RSU (COO appointment) | Apr 7, 2024 | 24,937 | 299,992 | — | — | — |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Bhadresh Patel | 43,426 | <1% (as denoted by “*” in table) |
As of May 31, 2025, NEO stock ownership guidelines were revised in July 2024 to 3× base salary for non-CEO NEOs; all NEOs either met the guidelines or had time remaining to do so, with compliance required by July 2027 for revised thresholds . Hedging and pledging are prohibited for officers and directors under the Insider Trading Policy, mitigating alignment risks from derivatives or collateralization .
Outstanding Equity Awards (FY2025 year-end measurement; closing price $5.22)
| Award Type | Grant Date | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|---|
| Stock Option (exercisable) | Sep 17, 2019 | 4,500 (strike $17.44; exp 9/17/2029) | — |
| RSU | Nov 11, 2021 | 1,966 | 10,263 |
| RSU | Nov 9, 2022 | 6,166 | 32,187 |
| RSU | Nov 8, 2023 | 14,967 | 78,128 |
| PSU (unearned) | Nov 8, 2023 | 9,978 | 52,085 |
| RSU | Apr 7, 2024 | 19,938 | 104,076 |
| RSU (12-month cliff) | Aug 8, 2024 | 11,314 | 59,059 |
| RSU | Nov 12, 2024 | 43,575 | 227,462 |
| PSU (target basis) | Nov 12, 2024 | 43,575 | 227,462 |
Vesting schedules:
- RSUs vest 25% annually over 4 years from grant date; dividend equivalents accrue as stock units subject to same vesting .
- PSUs vest at end of the 3-year performance period, 0–150% of target based on Revenue and Adjusted EBITDA Margin; dividend equivalents accrue and vest with the underlying PSU .
- August 8, 2024 RSUs were granted as 12-month cliff vest awards in recognition of acquisition execution; these cliff-vested in August 2025 .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | 3-year term from April 7, 2024 to April 6, 2027; auto-renews annually thereafter unless either party gives notice . |
| Base Salary | $550,000 annually; CEO or Board may increase (not reduce) . |
| EIP Target Incentive | FY2025 EIP target $550,000; FY2024 EIP target $300,000 per agreement . |
| Equity | $300,000 RSU granted upon COO appointment; annual RSU/PSU awards per Board discretion . |
| Severance (no CIC) | If terminated without cause or for good reason: lump sum 1.5× base + target bonus; prior-year earned bonus; pro-rata current-year bonus; lump sum equivalent to 18 months medical coverage; full vesting of unvested equity (performance award acceleration per award terms); options remain exercisable for term; subject to release; no tax gross-up; 280G cut-back if beneficial . |
| Severance (with CIC) | Same benefits with multiplier increased to 2× base + target bonus for terminations within 60 days before to 24 months after CIC . |
| Death/Disability | Lump sum of one year’s base, prior-year earned bonus, pro-rata target bonus; full vesting of unvested equity; options exercisable for three years or until expiration, if sooner . |
| Estimated Severance (as of May 25, 2024) | Termination w/o Cause/Good Reason/Non-Renewal: Cash $1,275,000; Health $44,743; Equity $975,797; Total $2,295,540 . CIC Termination: Cash $1,700,000; Health $44,743; Equity $975,797; Total $2,720,540 . Death/Disability: Cash $550,000; Equity $975,797; Total $1,525,797 . |
| Hedging/Pledging | Prohibited for officers/directors by Insider Trading Policy . |
| Ownership Guidelines | 3× base salary for non-CEO NEOs; compliance due by July 2027 for revised thresholds; NEOs meet or have time remaining as of May 31, 2025 . |
Investment Implications
- Pay-for-performance alignment: Annual EIP and PSUs tied to Revenue and Adjusted EBITDA Margin create direct linkage to profitable growth; zero EIP payouts to Patel in FY2024–FY2025 despite individual goals signals discipline when financial thresholds aren’t met .
- Retention and selling pressure: Significant multi-year RSU/PSU overhang with annual vesting schedules and three-year PSUs likely anchors retention; 12-month cliff RSU in Aug 2024 vested Aug 2025, creating near-term supply but balanced by ownership guidelines and hedging/pledging prohibitions .
- Severance economics: 1.5× (no CIC) and 2× (CIC) cash multipliers plus full equity acceleration and health coverage are competitive; absence of tax gross-ups and presence of 280G cut-back reduce shareholder-unfriendly optics while still offering executive security .
- Execution track record: Leadership recognition via incremental RSU awards in Aug 2024 tied to successful acquisitions (CloudGo and Reference Point) underscores value-creation focus in CFO Advisory and Digital Transformation, areas directly aligned with Patel’s background .