Filip Gydé
About Filip J.L. Gydé
Independent director of RGP since June 2025; age 65. Former President & CEO and board member of Computer Task Group (CTG) from 2019–2023, with 20+ years in CTG Europe culminating as EVP, President & GM, Europe (2018–2019). Seasoned global IT executive with 30+ years’ experience; nominated to stand for election at the October 16, 2025 annual meeting and currently serves on the Compensation Committee. The Board identifies his strengths in global relationships, leadership across cultures, and technology/digital transformation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Computer Task Group (CTG) | President & CEO; Board Member | 2019–2023 | Led transformation from staffing to global/digital solutions; strategic client relationship building |
| CTG Europe | EVP, President & GM, Europe | 2018–2019 | Senior leadership across European operations; alignment across cultures and countries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Computer Task Group (CTG) | Board Member | 2019–2023 | Public IT solutions/services company; role concurrent with CEO tenure |
Board Governance
- Committee memberships: Compensation Committee member (not Chair) .
- Independence: Board determined Gydé is independent under Nasdaq rules and meets enhanced independence for Compensation Committee service . Board states all directors other than the CEO are independent; no disqualifying relationships considered in independence determination .
- Attendance and engagement: In FY2025, the Board met 7 times; Compensation Committee met 6; Audit met 8; Governance/Nominating met 4. All then-members attended ≥75% of Board and committee meetings; Gydé joined after FY2025 close (June 26, 2025) .
- Tenure and election: Director since June 2025; first-time nominee for election at the 2025 Annual Meeting (three-year term to 2028 if elected). Initially recommended to the Board by a stockholder .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Paid at start of calendar year; new directors receive pro-rated amounts |
| Compensation Committee Chair (additional cash) | $15,000 | Not applicable to Gydé (member, not Chair) |
| Compensation Committee Member (additional cash) | $5,000 | Applicable; pro-rated upon mid-year appointment |
| Audit Committee Chair (additional cash) | $35,000 | Not applicable |
| Governance/Nominating Chair (additional cash) | $10,000 | Not applicable |
| Audit Committee membership (additional cash) | $5,000 | Not applicable |
| Governance/Nominating membership (additional cash) | $2,500 | Not applicable |
| Annual Equity Award | $100,000 grant-date fair value | Restricted stock or RSUs; number of shares = $100,000 ÷ grant-date close price; new directors receive pro-rated award |
Context: On January 2, 2025, continuing directors received 11,467 restricted shares/RSUs ($99,992 at $8.72 close). Gydé joined June 26, 2025, so he did not receive the Jan 2 grant; initial equity is pro-rated at time of joining; specific grant details for Gydé are not disclosed .
Performance Compensation
| Feature | Terms | Notes |
|---|---|---|
| Vesting schedule | Equal annual installments over 4 years from grant date | Applies to non-employee director restricted stock/RSUs |
| Change-in-control | Full acceleration of outstanding unvested director restricted stock/RSUs | Under the 2020 Plan award agreements |
| Retirement policy | Immediate vesting at mandatory retirement per policy | Unvested director awards vest upon mandatory retirement |
| Dividends & voting | Cash dividends and voting rights on unvested restricted stock | RSUs accrue dividend equivalents; deferred units settled in cash post-service |
| Deferred compensation | Optional deferral into RSUs; equity deferrals vest per 4-year schedule; cash deferral RSUs fully vested | Directors Deferred Compensation Plan; dividend equivalents credited in stock units |
No director performance metrics (revenue, EBITDA, TSR, ESG, etc.) are tied to director compensation; awards are time-based per policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Gydé |
| Prior public boards | CTG board member (2019–2023) |
| Interlocks/Conflicts | Compensation Committee interlocks: none; no relationships requiring Item 404 disclosure among committee members in FY2025 . Board appointed Gydé independently (no arrangements/understandings; no Item 404 transactions) . |
Expertise & Qualifications
| Skill/Experience Area | Indicated for Gydé |
|---|---|
| Senior Leadership Experience | Yes |
| Public Company Board Experience | Yes |
| Global Expertise | Yes |
| Finance & Accounting Expertise | Yes |
| Professional Services & Human Capital Industry | Yes |
| Risk & Regulatory Compliance Management | Yes |
| Technology & Digital Transformation Expertise | Yes |
| Mergers & Acquisition Experience | Yes |
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Filip J.L. Gydé | 9,433 | * (less than 1%) | August 20, 2025 |
- Shares outstanding basis: 33,369,581 .
- Director stock ownership guidelines: 3× annual board cash retainer; Qualifying Shares include common, restricted stock, RSUs (incl. dividend equivalents), vested deferred stock units, and shares held post-option exercise. Revised July 2024; compliance within 5 years of becoming subject; all non-employee directors meet or have time remaining; revised guideline compliance deadline at least until July 2027 .
- Hedging/pledging: Prohibited for directors and officers (no margin/pledge; no hedging instruments) .
Governance Assessment
- Independence and committee role: Gydé meets Nasdaq independence, including enhanced standards for Compensation Committee service; appointment carried no related-party arrangements or transactions—positive for investor confidence .
- Board refreshment and nomination source: He was initially recommended by a stockholder and added amid planned refreshment, alongside retiring long-tenured directors—signal of responsiveness to shareholder input and succession planning .
- Ownership alignment: Holds 9,433 shares; director policy requires 3× retainer ownership and prohibits hedging/pledging. As a recent appointee, he has until July 2027 to meet revised guidelines—alignment structure is sound though current stake is small given tenure .
- Compensation structure: Director pay skewed toward equity via time-based restricted stock/RSUs with four-year vesting; no performance-linked director metrics; deferred compensation plan available—generally standard and not shareholder-unfriendly (no repricing/gross-ups noted for directors) .
- Conflicts/related-party exposure: Company’s Audit Committee reviews/approves Item 404 transactions; FY2025 related-party transaction involved CEO’s family member at an external advisor, not Gydé. No Gydé-specific related-party relationships disclosed—low conflict risk .
RED FLAGS: None disclosed for Gydé (no hedging/pledging, no related-party transactions, no attendance issues reported). Monitoring items: early-stage ownership versus guideline and ongoing role on the Compensation Committee amid broader Board changes .