Lisa Pierozzi

About Lisa M. Pierozzi

Independent director at RGP since February 2021; age 64. She is Chair of the Audit Committee and a member of the Corporate Governance & Nominating Committee, designated independent under Nasdaq rules, and qualifies as an “audit committee financial expert.” Her background spans finance leadership at the Motion Picture Association, Universal Studios global theme parks, and partnership at PwC, with deep expertise in public company financial reporting, systems and controls, operations, and organizational development .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Chair, Audit Committee; member, Corporate Governance & Nominating Committee; Audit Committee composed entirely of independent directors and all members (including Pierozzi) qualify as financial experts .
• Attendance and engagement: In FY2025, the Board met 7 times; Audit 8; Compensation 6; CG&N 4; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting in person or by video conference .
• Board leadership: Roles of Chair and CEO are separated; no Lead Independent Director after August 2025 given independent Chair; annual review of committee charters and governance policies (July 30, 2025) .
• Risk oversight: Audit Committee oversees financial, compliance, internal control, and technology/cyber risks with regular reports from Internal Audit and the CIO; Board and committees receive periodic risk reports and conduct annual leading risk indicator reviews .
• Auditor change and controls: Audit Committee dismissed RSM and appointed EY for FY2026; no disagreements with RSM; a prior material weakness in goodwill impairment review (Europe & APAC) identified in Nov 2024 was remediated by Feb 2025 .
• Hedging/pledging policy: Directors, officers, and employees are prohibited from hedging and from pledging/margining company stock, strengthening alignment and lowering collateral risk .
• Related party transactions: Audit Committee pre-approves and oversees related-party transactions; one FY2025 transaction (Reference Point acquisition advisor Clearsight; CEO’s daughter employed at advisor) was approved with rationale disclosed; none others reportable .

Fixed Compensation

• Director fee policy (calendar-year basis): Annual cash retainer $50,000; Chair of the Board +$250,000; Lead Independent Director +$30,000; Audit Chair +$35,000; Compensation Chair +$15,000; CG&N Chair +$10,000; committee service retainers: Audit +$5,000; Compensation +$5,000; CG&N +$2,500; fees paid at start of calendar year (causing fiscal-year timing differences) .
• FY2025 actual compensation (fiscal-year basis): Pierozzi received $103,791 in cash fees and $99,992 in stock awards; total $203,783 .

Performance Compensation

• Annual equity grant: On January 2, 2025, each non-employee director received restricted stock (or RSUs if deferred) valued at ~$100,000; share count determined at grant by dividing $100,000 by the $8.72 closing price; directors’ equity vests in equal annual installments over four years; directors may defer equity into RSUs; Pierozzi did not appear among those who elected equity deferral for 2025 (Dimick, von Maltzan, Kistinger did) .

• Performance metrics: Non-employee directors do not have performance-based incentive plans; equity is time-based only (no PSU/TSR framework for directors) .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Pierozzi (other directors do list external public boards; her bio lists non-profit roles) .
• Private/non-profit boards: MPTF (non-profit) and Normandy Institute (non-profit) .
• Interlocks/conflicts: No board interlocks or related-party transactions disclosed involving Pierozzi; Audit Committee oversees related-party policy .

Expertise & Qualifications

• Financial reporting, audit, and controls; operations and organizational development; transaction diligence and structuring; risk management; public company reporting systems; identifies as audit committee financial expert .

Equity Ownership

Governance Assessment

• Positives

  • Deep audit and finance credentials with designated financial expert status; chairs Audit Committee overseeing financial reporting, internal controls, and cybersecurity risk, which is material given prior impairment-related control remediation and the 2025 auditor transition to EY .
  • Strong alignment via equity; hedging and pledging are prohibited; director ownership guidelines in place with directors meeting or on track for compliance .
  • Attendance and engagement appear solid; all directors achieved at least 75% attendance across an active committee calendar .
  • Say-on-pay support of 93.7% in 2024 suggests broad investor confidence in compensation governance framework overseen by independent directors .

• Watch items

  • Auditor change and recently remediated material weakness increase the importance of Audit Committee oversight continuity; however, no disagreements were reported with the outgoing auditor and remediation was concluded by Feb 2025 .
  • One related-party transaction (not involving Pierozzi) was approved; continued vigilance on potential perceived conflicts is important given the company’s M&A activity .

• RED FLAGS

  • None identified specific to Pierozzi (no disclosed conflicts, related-party exposure, hedging/pledging, or low attendance) .