Jeffrey Fox
About Jeffrey H. Fox
Jeffrey H. Fox is an independent director of RGP and a member of the Compensation Committee, appointed pursuant to a Cooperation Agreement with Circumference Group effective June 26, 2025. He is 63, founder/CEO of Circumference Group (since 2009), and former President & CEO of Endurance International (2017–2021), CEO/Chair of Convergys (2010–2018), and COO at Alltel (roles 1996–2009). Director since June 2025; current term runs to the 2027 annual meeting. Core credentials span public-company leadership, capital allocation, M&A, technology/digital transformation, and finance per RGP’s skills matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Circumference Group LLC | Founding Partner & CEO | 2009–present | Leads investment strategy; brings capital allocation expertise to RGP board |
| Endurance International Group Holdings | President & CEO | 2017–2021 | Led cloud-platform solutions transformation |
| Convergys Corporation | President & CEO; then Chair of the Board | 2010–2018 | Drove operational leadership at market-leading customer management firm |
| Alltel Corporation | Multiple roles incl. Chief Operating Officer | 1996–2009 | Senior operating executive experience in telecom |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westrock Coffee Company (NASDAQ: WEST) | Director | 2020–present | Current public company directorship |
| TCW Holdco LLC (private) | Director | n/a | Private company board service |
| AppMachine Holding B.V. (private) | Director | n/a | Private company board service |
| Fast Slow Motion (private) | Director | n/a | Private company board service |
| Visionary Integration Professionals (private) | Director | n/a | Private company board service |
| TechGrid, Inc. (private) | Director | n/a | Private company board service |
| Avis Budget Group (prior) | Director | 2013–2020 | Prior public company board |
| Convergys Corporation (prior) | Director/Chair | 2012–2018 | Prior public company board |
| Endurance International (prior) | Director | 2017–2021 | Prior public company board |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; 8-K confirms Fox is independent for board and Compensation Committee service.
- Committees: Member, Compensation Committee; committee fully independent under Nasdaq/SEC standards; Compensation Committee members listed (Fox appointed June 26, 2025).
- Board refreshment: Fox appointed via Cooperation Agreement with Circumference Group; two long-tenured directors retiring at the 2025 meeting, board size reduced post-meeting.
- Attendance: FY2025 Board met 7x; Audit 8x; Compensation 6x; CG&N 4x. All then-members attended ≥75% of meetings, and all attended the 2024 annual meeting. (Note: Fox joined after FY2025 year-end.)
- Board leadership: Independent Chair (Pisano). No Lead Independent Director deemed necessary after August 2025.
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Annual Board Retainer (cash) | $50,000 |
| Chair of the Board additional retainer | $250,000 |
| Lead Independent Director retainer | $30,000 |
| Audit Committee Chair | $35,000 |
| Compensation Committee Chair | $15,000 |
| CG&N Committee Chair | $10,000 |
| Audit Committee member | $5,000 |
| Compensation Committee member | $5,000 |
| CG&N Committee member | $2,500 |
| Payment timing | Paid at start of each calendar year; pro-rated for new directors |
FY2025 Director Compensation table excludes Fox (joined June 2025, after fiscal year-end). Program structure above applies to his service going forward.
Performance Compensation
| Award Type | Structure | Vesting | Deferral / Alternatives |
|---|---|---|---|
| Annual equity award | Restricted stock (or RSUs/cash if eligible) with ~$100,000 grant-date value | Equal annual installments over 4 years; full vest on change-in-control; retirement acceleration per policy | Directors may elect to defer equity into RSUs; certain directors owning >10x guideline may elect vested cash in lieu of equity |
| New director award | Pro-rated portion of annual equity grant | Same 4-year vesting schedule | Eligible for deferral into RSUs |
- Directors Deferred Compensation Plan: Equity deferrals credited as RSUs (subject to 4-year vest); cash deferrals credited as fully-vested RSUs; dividend equivalents accrue; settled in cash after board service.
Other Directorships & Interlocks
- Current public board: Westrock Coffee Company (NASDAQ: WEST). Prior public boards: Endurance International, Avis Budget, Convergys. No disclosed interlocks affecting RGP’s compensation committee; the proxy states no relationships requiring related-party disclosure for committee members.
- Compensation Committee interlocks: None; no committee member was an RGP executive; no executive served on another entity’s comp committee where reciprocity would exist.
Expertise & Qualifications
- RGP’s skills matrix indicates Fox contributes across senior leadership, public board experience, global, finance/accounting, professional services/human capital, risk/regulatory, technology/digital transformation, and M&A experience.
- Career record emphasizes revenue growth, profitability enhancement, and shareholder value creation in services and technology-enabled businesses.
Equity Ownership
| Holder | Beneficial Ownership (#) | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey H. Fox | 1,298,676 | 3.89% | Includes 1,289,243 shares owned by CG Core Value Fund LP; Fox has pecuniary interest and investment power via his role at Circumference Group LLC, the fund’s manager |
- Shares outstanding basis: 33,369,581 as of Aug 20, 2025.
- Director stock ownership guidelines: 3× annual board cash retainer (excluding additional retainers); 5 years to meet from July 2024 revision (until July 2027 for those newly subject). As of May 31, 2025, each current non-employee director meets or has time remaining.
- Hedging/pledging: RGP policy prohibits hedging and pledging by directors and officers.
- Section 16 compliance: Company indicates timely filings in FY2025 except noted late Form 4s for other directors/officers; no exception noted for Fox.
Employment & Contracts (Director-Related Agreements)
- Cooperation Agreement (June 26, 2025) between RGP and Circumference Group/Jeffrey H. Fox:
- Board actions: Appoint Fox as Class III independent director; appoint to Compensation Committee; entitled to same compensation/benefits as other non-employee directors and right to attend other committee meetings and receive materials on same terms as independent directors.
- Standstill: Circumference Group capped at 9.9% beneficial ownership; restrictions on nominations, proposals, solicitations, groups, etc., through the agreement’s term.
- Voting: Circumference Group will vote with the Board’s recommendations (exceptions for extraordinary transactions and when ISS/Glass Lewis recommends contrary on specified items).
- Information sharing: Fox may share “Fox Information” (board info excluding privileged legal advice) with Circumference Group representatives for investment/Agreement purposes under confidentiality; carve-outs preserve attorney-client privilege.
- Trading: Circumference Group agrees to trade RGP securities only in open window periods while Fox on the Board (still subject to MNPI restrictions).
- Term: Earliest of several triggers including dates tied to the 2025/2027 nomination deadlines, extraordinary transaction, or Fox’s resignation/removal.
- Expense reimbursement: Company pays agreed, reasonable documented expenses of Circumference Group related to the Agreement.
- Recital share count: Circumference Group beneficial owner of ~1,289,243 shares (~3.9% of shares outstanding as of March 26, 2025).
Director Compensation (Fiscal 2025 context)
| Name (FY2025) | Cash Fees ($) | Stock Awards ($) | Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| (Fox joined post-FY2025) | — | — | — | — | — |
| Program reference values shown for other directors: e.g., Collyns $69,344 cash, $99,992 stock award | |||||
| Note: On Jan 2, 2025 non-employee directors received 11,467 restricted shares/RSUs valued at $99,992 ($8.72 close). | |||||
| Outstanding awards (as of May 31, 2025) presented for those serving during FY2025; Fox not included. | |||||
Potential Conflicts & Related-Party Exposure
- Cooperation Agreement creates (i) board seat tied to significant shareholder, (ii) standstill and pro-Board voting commitments, and (iii) permission for Fox to share certain board information with Circumference Group under confidentiality, with privilege carve-outs—elevating information-flow risk that is mitigated via policy controls.
- Footnote confirms Fox’s beneficial ownership largely via CG Core Value Fund LP, where he has a pecuniary interest and investment power—aligning incentives but heightening related-party sensitivities.
- Related-party transactions policy requires Audit Committee pre-approval; FY2025 disclosed one transaction unrelated to Fox (Clearsight/Reference Point) reviewed/approved by Audit Committee.
Governance Assessment
- Positives:
- Significant skin-in-the-game (3.89% beneficial ownership) enhances alignment.
- Deep operator/investor background across services/technology; broad skills coverage per board matrix.
- Compensation Committee independence maintained; no interlocks.
- Hedging/pledging prohibited; director ownership guideline strengthens alignment.
- Watch items / RED FLAGS to monitor:
- Information-sharing carve-out permits Fox to share board information (excluding legal advice) with Circumference Group; requires rigorous adherence to confidentiality/MNPI controls.
- Voting commitments and standstill under Cooperation Agreement can dampen independent posture of a significant shareholder, though they also reduce activism-related disruption.
- Right to attend committee meetings where he is not a member and receive materials could broaden access to sensitive information; ensure robust board processes.
Overall: Fox brings strong operating and capital allocation expertise and substantial ownership, which should support pay-for-performance oversight on the Compensation Committee. The Cooperation Agreement’s safeguards (standstill, confidentiality, trading-window limits) balance potential conflicts, but investors should monitor compliance and information-governance rigor.