Jennifer Ryu
About Jennifer Ryu
Jennifer Y. Ryu (age 50) is Executive Vice President and Chief Financial Officer of RGP, serving as CFO since February 2020 after serving as Interim CFO from August 2019 to February 2020; she previously held Senior Vice President of Finance & Accounting at RGP (April 2019) and Chief Accounting Officer at Young’s Holdings (2014–2019) . Company performance indicators relevant to her incentive design show Total Shareholder Return (value of $100 investment) declined to $57.82 in fiscal 2025 from $117.94 in 2024, while Adjusted EBITDA was $23.457 million in 2025 versus $51.483 million in 2024; fiscal 2025 net loss included a $194.4 million non-cash goodwill impairment . RGP’s executive incentives, including Ms. Ryu’s, are explicitly tied to Revenue and Adjusted EBITDA Margin for annual cash and PSU awards, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Resources Connection (RGP) | EVP & Chief Financial Officer | Feb 2020–present | Principal finance leader; compensation and incentives tied to revenue and Adjusted EBITDA Margin . |
| Resources Connection (RGP) | Interim CFO | Aug 2019–Feb 2020 | Led finance transition period prior to permanent appointment . |
| Resources Connection (RGP) | SVP, Finance & Accounting | Apr 2019 | Elevated internal finance leadership prior to CFO roles . |
| Young’s Holdings | Chief Accounting Officer | Feb 2014–Apr 2019 | Led accounting at a wine and spirits holding company . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $445,308 | $462,000 | $500,000 |
| Target Annual Incentive ($) | $400,000 | $400,000 | $400,000 |
| Actual EIP Paid ($) | $532,000 | $0 (NEOs requested no awards for FY24) | $200,000 (qualitative-only award cap applied) |
| All Other Compensation ($) | $23,938 | $24,252 | $20,019 |
Perquisites breakdown (FY 2024): Automobile allowance $15,000 and 401(k) match $9,252 (total $24,252) .
Performance Compensation
Long-Term Equity Awards (structure and metrics)
- PSU metrics and weighting: Revenue (50%) and Adjusted EBITDA Margin (50%); 3-year performance period; 0–150% payout range .
- FY2025 grant values: RSUs $375,000; PSUs $375,000 (converted to share counts at grant) .
| Instrument | Grant Date | Metric | Weighting | Threshold/Target/Max | Shares/Value | Vesting |
|---|---|---|---|---|---|---|
| RSU | 11/12/2024 | Stock price | n/a | n/a | 41,993 RSUs; grant-date fair value $374,997 | Time-based over multiple years . |
| PSU | 11/12/2024 | Revenue | 50% | 20,997 / 41,993 / 62,990 shares | Grant-date fair value $374,997 | 3-year performance; payout 0–150% . |
| RSU (one-time) | 8/8/2024 | Stock price | n/a | n/a | 14,662 RSUs; grant-date fair value $149,992 | Time-based . |
Annual Incentive Plan (EIP) framework (FY 2025): Target $400,000; Financial multiplier (Revenue/Adjusted EBITDA Margin) 0–200%; Qualitative multiplier 0–150%; maximum 300% of target . Because FY2025 financial thresholds were not met, any qualitative payout was capped at 50% of target; the Committee granted Ms. Ryu $200,000 recognizing cost cutting leadership and finance execution .
Option/stock vesting realized (FY 2025): 37,909 shares vested; value realized $368,510; no option exercises .
Equity Ownership & Alignment
Beneficial Ownership
| Date | Shares Beneficially Owned (#) | % of Shares Outstanding |
|---|---|---|
| Aug 21, 2023 | 48,784 | <1% |
| Aug 19, 2024 | 59,693 | <1% |
| Aug 20, 2025 | 86,065 | <1% |
Stock ownership guidelines:
- As of Aug 21, 2023: CFO guideline $317,200; Qualifying Shares 98,890; market value $1,568,396; met guideline .
- As of May 26, 2024 (revised guidelines effective July 2024): CFO guideline = 3x base salary ($1,386,000); Qualifying Shares 103,001; market value $1,149,494; meets or has time to fulfill by July 2027 .
Hedging/pledging: Company prohibits hedging (prepaid forwards, swaps, collars, exchange funds) and prohibits directors/officers from margining or pledging company stock—no pledging allowed (alignment-positive) .
Outstanding Equity Awards (as of FY2025 year-end, May 31, 2025)
| Grant Date | RSUs Unvested (#) | Market Value ($) | PSUs Target (#) | PSU Market Value ($) |
|---|---|---|---|---|
| 11/11/2021 | 3,146 | $16,422 | — | — |
| 11/9/2022 | 10,791 | $56,329 | — | — |
| 11/8/2023 | 25,445 | $132,823 | 16,963 | $88,547 |
| 8/8/2024 | 15,429 | $80,539 | — | — |
| 11/12/2024 | 43,575 | $227,462 | 43,575 | $227,462 |
Stock options (as of FY2025 year-end):
| Grant Date | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 9/17/2019 | 15,000 | 17.44 | 9/17/2029 |
| 2/4/2020 | 15,000 | 15.29 | 2/4/2030 |
Employment Terms
- Agreement: 3-year term effective Oct 21, 2022, ending Oct 21, 2025; auto-extends one year each Oct 21 thereafter unless non-renewal notice; initial annualized base salary $462,000 (current $500,000 per FY2025 review); eligible for annual incentive plans and equity grants; benefits standard for executives .
- Severance (without cause or for good reason; or non-renewal): 1.5x base salary + target annual incentive, prior-year earned bonus, pro-rata current-year bonus, lump sum equivalent to 18 months medical coverage, and full vesting of unvested equity (performance award vesting per award terms); options remain exercisable for their term; no tax gross-up; Section 4999 “best net” cut-back if applicable .
- Change-in-Control (CIC) double-trigger within 60 days prior to, upon, or within 24 months after CIC: severance as above, but cash multiple increases to 2.0x base salary + target annual incentive .
- Death/Disability: lump sum equal to one year’s base salary + earned prior-year bonus + pro-rated target bonus; full vesting of equity; options remain exercisable up to 3 years or award term, if sooner .
- Restrictive covenants: indefinite confidentiality; one-year post-termination non-solicitation of employees and consultants; non-interference with business relationships .
- Clawback: awards subject to company clawback/recoupment policy and applicable laws .
Estimated severance as of measurement dates:
| Scenario | Cash Severance ($) | Health ($) | Equity Accelerated ($) | Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| May 25, 2024 – Termination without Cause/Good Reason or Non-Renewal | $1,293,000 | — | $1,285,811 | — | $2,578,811 |
| May 25, 2024 – CIC Termination | $1,724,000 | — | $1,285,811 | — | $3,009,811 |
| May 31, 2025 – Termination without Cause/Good Reason or Non-Renewal | $1,350,000 | — | $918,125 | $200,000 | $2,468,125 |
| May 31, 2025 – CIC Termination | $1,800,000 | — | $918,125 | $200,000 | $2,918,125 |
Compensation Structure Analysis
- Increased base salary to $500,000 in FY2025; target cash incentive unchanged at $400,000 vs FY2024, indicating balanced cash/equity mix with incremental fixed pay adjustment .
- Equity mix maintained at 50% PSUs/50% RSUs in FY2025; PSUs tied to multi-year Revenue and Adjusted EBITDA Margin, preserving at-risk orientation and long-term alignment .
- FY2025 EIP qualitative-only payout of $200,000 due to missed financial thresholds but exceptional individual performance; FY2024 NEOs voluntarily declined EIP awards, channeling funds to non-executive employees—reduces “guaranteed” compensation and supports culture .
- No tax gross-ups; robust clawback and anti-hedging/pledging policies; CIC provisions are double-trigger with 2x multiple, standard governance posture .
Equity Ownership & Alignment Risk Indicators
- Ownership: 86,065 shares as of Aug 2025 (<1% outstanding); increasing year-over-year, supportive of alignment .
- Upcoming vesting: material unvested RSUs/PSUs from 2023–2024 grants (e.g., 43,575 RSUs and 43,575 PSUs from 11/12/2024), implying predictable vesting windows and potential selling pressure depending on trading plans and blackout periods .
- Hedging/pledging: prohibited for employees, officers and directors; reduces misalignment/forced selling risks from margin calls .
Performance & Track Record
- FY2025 TSR (value of $100 investment) at $57.82 vs peer group $204.25; FY2024 TSR $117.94; indicates underperformance during FY2025 with broader impairment impact .
- Adjusted EBITDA trend: $23.457 million (FY2025) vs $51.483 million (FY2024) and $100.194 million (FY2023); executive incentives are calibrated to these measures via EIP and PSUs .
Compensation Peer Group (benchmarking)
Peer group used for compensation decisions and pay-versus-performance analysis includes: Barrett Business Services, CBIZ, CRA International, FTI Consulting, Heidrick & Struggles, Huron Consulting Group, ICF International, Kforce, Korn Ferry, and MISTRAS Group .
Employment Terms – Additional Governance
- Agreement automatically extends annually absent notice; severance contingent on release of claims; Section 4999 cut-back (“best net”) applies; options remain exercisable per original term; performance award acceleration governed by award agreements .
- Insider Trading Policy filed with FY2024 10-K and summarized in proxies; strict anti-hedging and anti-pledging; Board and committees annually evaluate compensation risk .
Investment Implications
- Alignment: Strong pay-for-performance architecture (Revenue and Adjusted EBITDA Margin for EIP/PSUs), clawback, and anti-hedging/pledging reduce governance risk and support long-term alignment .
- Retention: Auto-renewing employment term with double-trigger CIC and 1.5x/2.0x cash severance framework, plus equity acceleration, lowers near-term retention risk; restrictive covenants reinforce continuity .
- Near-term trading signals: Significant scheduled RSU/PSU vesting (e.g., 11/12/2024 awards) and prior-year vesting cadence suggest potential periodic selling pressure around vest dates; option holdings are modest and unexercised recently .
- Execution risk: FY2025 financial underperformance (TSR decline; Adjusted EBITDA deterioration; goodwill impairment) raises the bar for PSU earn-outs; however, targeted qualitative EIP award to Ms. Ryu signals board recognition of finance execution and cost control initiatives .