Robert Kistinger
About Robert F. Kistinger
Independent director of RGP; age 72; director since August 2006, with current term expiring at the 2026 annual meeting. Former President and COO of Chiquita’s Fresh Group and COO of Bonita Banana (2009–2014), now serving as Executive Advisor; certified public accountant with prior tenure at Arthur Young & Company and member of the American Institute of Certified Public Accountants. Board committee roles: Audit Committee and Corporate Governance & Nominating Committee member; the Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chiquita Brands International, Inc. (Fresh Group) | President & Chief Operating Officer | Not disclosed (employed >27 years at Chiquita) | Led large multinational operations; developed financial and international ops expertise |
| Bonita Banana Company | Chief Operating Officer | 2009–2014 | Continued as Executive Advisor thereafter |
| Arthur Young & Company | Various roles (Accounting) | 6 years | CPA; foundation in accounting/financial analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bonita Banana Company | Executive Advisor | 2014–present (noted “now continues to serve”) | Advisory contribution to operations |
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional standards and financial expertise |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Kistinger is independent.
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member. All Audit Committee members meet enhanced independence standards and qualify as “financial experts” under Item 407 of Regulation S-K.
- Attendance and engagement: Fiscal 2025 meetings—Board (7), Audit (8), Compensation (6), Corporate Governance & Nominating (4); all then-directors attended at least 75% of Board and applicable committee meetings.
- Lead Independent Director: Role eliminated in August 2025 given independent chair; David White served as Lead Independent Director from July 2024 to August 2025.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity; Corporate Governance & Nominating oversees governance, Board composition, and ESG; Compensation Committee oversees compensation-related risks.
Fixed Compensation
| Component (Fiscal 2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 50,000 | Policy schedule (paid at start of calendar year) |
| Audit Committee Membership Retainer | 5,000 | Applies to members (not chair) |
| Corporate Governance & Nominating Committee Membership Retainer | 2,500 | Applies to members (not chair) |
| Total Cash Fees Earned (Reported) | 57,500 | Matches policy-based sum given committee memberships |
- No per-meeting fees disclosed; directors reimbursed for reasonable out-of-pocket expenses.
Performance Compensation
| Equity Award (Calendar 2025 grant) | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Deferral Election | CIC Treatment |
|---|---|---|---|---|---|---|
| Annual director RS/RSU | Jan 2, 2025 | 11,467 shares/RSUs | 99,992 (11,467 × $8.72) | 25% per year over 4 years | Kistinger elected to defer equity (RSUs) for 2025 calendar year | Outstanding unvested director awards vest fully upon change of control |
- Directors may elect to defer equity and/or cash under the Directors Deferred Compensation Plan; RSUs credited in lieu of cash compensation are fully vested; deferred stock units accrue dividend equivalents and settle in cash post-service.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company board memberships disclosed for Kistinger in RGP’s proxy. |
Expertise & Qualifications
- Financial and accounting: CPA; significant audit, controls, and financial reporting experience; Audit Committee “financial expert” qualification applies to all members (including Kistinger).
- International operations and leadership: Senior roles in multinational companies; global operations and strategic planning expertise.
- Governance and nominating: Member of Corporate Governance & Nominating Committee; oversight of governance principles and ESG initiatives.
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 35,273 | Aug 20, 2025 | Held in Anne T. Kistinger Trust (trustee has sole voting/investment power) |
| Percent of shares outstanding | <1% (*) | Aug 20, 2025 | Company table denotes “*” less than 1%; 33,369,581 shares outstanding |
| Deferred stock units (cash-settled, not counted as beneficial ownership) | 67,753 | Aug 20, 2025 | Accrues dividend equivalents; payable after end of service |
| Unvested restricted stock/RSUs | 20,913 | May 31, 2025 | Aggregate outstanding unvested director equity awards |
| Options outstanding | None | May 31, 2025 | — |
| Hedging/Pledging | Prohibited | Policy level | Insider Trading Policy prohibits hedging and pledging by directors |
| Director stock ownership guideline | 3× annual board cash retainer | Policy level | Qualifying Shares include restricted stock/RSUs and deferred stock units |
| Guideline compliance | Meets or has time to comply | May 31, 2025 | All current non-employee directors meet or have time remaining under revised guidelines (modified July 2024) |
Governance Assessment
- Strengths: Independent status; Audit Committee membership with “financial expert” qualification; consistent committee engagement; strong anti-hedging/pledging policy; director stock ownership guidelines include deferred units for alignment.
- Alignment: Cash/equity mix (cash $57,500; equity $99,992; total $157,492) emphasizes equity-based alignment; four-year vesting supports long-term focus.
- Refreshment/tenure: Long tenure (since 2006) could raise independence-perception questions; Board has enacted ongoing refreshment and succession planning, adding multiple new independent directors over the last five years.
- Watch items:
- Minor compliance lapse: Kistinger had a late Form 4 filing on April 3, 2025 for dividend-equivalent accruals on deferred units (also late filings for Dimick and von Maltzan).
- Related-party transaction involving CEO’s daughter at advisor Clearsight for Reference Point deal approved by Audit Committee; not tied to Kistinger, but oversight quality remains a monitoring point.
- Audit matters: Change of auditor to EY for FY2026; prior material weakness in goodwill impairment inputs remediated by Feb 22, 2025; Audit Committee oversight ongoing.
Director Compensation Mix (Fiscal 2025)
| Component | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 57,500 | Annual board + committee retainers |
| Stock Awards (RS/RSU) | 99,992 | Annual director equity award (11,467 shares/RSUs at $8.72) |
| Total | 157,492 | — |
Insider Trades and Section 16 Compliance
| Date | Filing | Description |
|---|---|---|
| Apr 3, 2025 | Form 4 (late) | Reported dividend equivalent shares accrued on previously awarded phantom shares under the Director Deferred Compensation Plan (Kistinger; similar late filings by Dimick and von Maltzan). |
Compensation Structure Notes for Directors
- Cash retainer schedule: Board ($50,000); Audit Committee membership ($5,000); Corporate Governance & Nominating Committee membership ($2,500). Chairs receive higher additional retainers (Audit $35,000; Compensation $15,000; Corporate Governance & Nominating $10,000); Chair of the Board receives $250,000; no meeting fees disclosed.
- Equity: Annual grant target $100,000; vesting 4 years; change-in-control full vest; deferral permitted; directors exceeding 10× ownership guideline may elect vested cash in lieu of equity.
- Ownership guidelines: 3× annual board cash retainer for non-employee directors; Qualifying Shares include restricted stock, RSUs (vested/unvested), and deferred stock units; compliance timing windows specified.
Say-on-Pay & Shareholder Feedback (Board context)
- Say-on-pay approval: 93.7% support at October 2024 annual meeting; Compensation Committee maintained program design into fiscal 2025.
Expertise & Qualifications
- CPA; deep finance and accounting; senior leadership at multinational consumer/produce firms; international operations; strategic planning and risk management; Audit Committee “financial expert” qualification among all members.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 35,273 | Trust-held; sole voting/investment by trustee |
| Unvested RS/RSUs | 20,913 | As of May 31, 2025 |
| Deferred stock units | 67,753 | Cash-settled; accrues dividend equivalents; excluded from beneficial ownership |
| Options | 0 | — |
Governance Assessment Summary
- Overall, Kistinger contributes strong financial, audit, and international operating expertise, with committee roles that support board effectiveness and oversight. Equity-heavy compensation and ownership guidelines foster alignment, while prohibitions on hedging/pledging are shareholder-friendly. Watch items include long tenure (balanced by board refreshment actions), a minor late Section 16 filing, and board-level related-party oversight matters not involving Kistinger directly.