Roger Carlile
About Roger Carlile
Roger Carlile (age 62) is President & CEO of RGP, appointed November 3, 2025, after serving on RGP’s board since June 2024 and as Compensation Committee Chair from August 2025 until his CEO appointment . He founded Ankura Consulting Group in 2014, growing it to over $550 million in revenue and ~1,500 employees, and previously held senior roles at FTI Consulting (CFO, CAO, CHRO) and led KPMG’s Americas forensic practice . RGP delivered FY2025 revenue of $551.3 million, Adjusted EBITDA of $23.5 million (4.3% margin), and $18.9 million cash from operations . As CEO, his pay-for-performance plan uses RGP’s established EIP and long-term equity programs tied to Revenue and Adjusted EBITDA Margin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ankura Consulting Group, LLC | Founder, CEO; Chair of Board | 2014–2020 (CEO); 2014–2020 (Chair) | Grew firm to >$550M revenue and ~1,500 employees, scaling global advisory platform |
| FTI Consulting, Inc. | CFO, CAO, CHRO; Global leader of forensic/technology segments | ~2000s–2010s | Led key corporate functions and growth of forensic/tech segments |
| KPMG LLP | Global & Americas Leader, Forensic Services | Prior to FTI | Built and led forensic services practice across regions |
| PwC; Deloitte & Touche | Various roles | Early career | Foundation in professional services and investigations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AOC Holdings, LLC (Alpha Omega Winery) | Director | Since 2022 | Private company board service |
| Rimkus Consulting Group, Inc. | Director | Since 2023 | Private company board service |
| Salus GRC, LLC | Director | Since 2024 | Private company board service |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $825,000 | Paid per Company payroll; annual upward review from FY2027 at Board discretion |
| Annual Target Bonus (FY2026 pro‑rated) | $554,167 | Pro‑rated for FY2026; thereafter $950,000 target, subject to EIP metrics and qualitative goals |
| New Hire RSUs | 600,000 shares | 50% vests on Nov 3, 2026; 50% on Nov 3, 2027, subject to continued employment/service; accelerated on certain terminations or change-in-control per 2020 Plan |
| Director Fees (FY2025, pre-CEO) | $90,582 cash; $157,526 stock awards | Non‑employee director compensation prior to CEO appointment |
Performance Compensation
- Annual EIP structure (applies to CEO): payout formula multiplies target incentive by financial and qualitative multipliers:
- Financial metrics: Revenue and Adjusted EBITDA Margin, with an Annual Revenue/Adjusted EBITDA Margin multiplier range of 0%–200% .
- Qualitative performance multiplier range: 0%–150%; if financial thresholds are not met, qualitative payout capped at 50% of target .
- Long‑term incentives:
- PSUs: 3‑year performance period; metrics are Revenue and Adjusted EBITDA Margin; earn‑out range 0%–150% of target shares based on performance over the period .
- RSUs: Time‑based vesting (for NEO annual grants typically over 4 years; CEO new hire RSUs vest in two tranches as above) .
| Plan | Metric | Target Period | Range/Payout | Vesting |
|---|---|---|---|---|
| EIP (Annual) | Revenue; Adjusted EBITDA Margin | Annual | Financial multiplier 0%–200%; Qualitative 0%–150% (with 50% cap if financial thresholds not met) | Cash bonus per plan terms |
| PSUs | Revenue; Adjusted EBITDA Margin | 3 years | 0%–150% of target shares earned | Cliff vest at end of period |
| RSUs | Time‑based | As granted | N/A | NEO annual RSUs vest over 4 years; CEO new hire RSUs: Nov 3, 2026 and Nov 3, 2027 tranches |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Aug 20, 2025) | 66,554 shares; includes 50,000 in Carlile Family Trust; <1% of outstanding shares |
| Unvested director RSUs/Restricted stock (May 31, 2025) | 16,554 shares unvested |
| CEO New Hire RSUs | 600,000 RSUs; 50% vest on Nov 3, 2026; 50% on Nov 3, 2027; accelerates on certain terminations/change‑in‑control |
| Ownership guidelines (NEOs) | CEO must hold Company stock equal in value to 5x base salary; others 3x; to be met within 5 years of becoming subject |
| Director ownership guidelines | 3x annual board cash retainer; 5‑year compliance window (revised July 2024) |
| Hedging/Pledging | Prohibited for employees, officers, directors (no margining or pledging Company securities) |
Potential selling pressure: Two large RSU cliffs in late 2026 and late 2027 could create supply dynamics upon vesting; insider trading/blackout policies apply .
Employment Terms
| Term | Provision |
|---|---|
| Start date; role | Appointed President & CEO effective Nov 3, 2025; continues as Board member |
| Agreement term | 3‑year initial term (to Nov 3, 2028); auto‑renews annually unless 60‑day non‑renewal notice |
| Severance | If terminated without Cause or resigns for Good Reason: accrued salary and any earned/unpaid annual bonus; accelerated vesting of unvested equity (performance awards per award terms); no cash severance multiple |
| Death/Disability | Accrued salary + earned/unpaid bonus; accelerated vesting; options exercisable up to 3 years (subject to award terms) |
| Change‑in‑control | Immediate vesting of unvested equity upon events in Section 7.2 of 2020 Plan; performance awards per award agreements |
| Excise tax (280G) | Cut‑back to avoid 4999 excise tax if it increases after‑tax value; no tax gross‑ups |
| Non‑compete | During employment and 1 year after; no interference with Company business relationships |
| Non‑solicit | No solicitation of employees/contractors for 1 year post‑employment |
| Confidentiality; DTSA | Robust confidentiality; DTSA whistleblower protections acknowledged |
| Governing law | Virginia |
Board Governance and Director Service
- Board service: Director since June 2024; served on Compensation and Corporate Governance & Nominating Committees; Compensation Committee Chair from August 2025 until CEO appointment, after which he was removed from committees given executive status .
- Independence: Independent as director prior to CEO appointment; as CEO, no longer independent .
- Board structure: Chair is independent (A. Robert Pisano); roles of CEO and Chair are separated .
- Attendance: In FY2025, Board met 7 times; all directors attended at least 75% of Board/committee meetings .
- Director compensation (FY2025): Received $90,582 cash and $157,526 equity prior to CEO role; outstanding unvested director RSUs/restricted stock of 16,554 as of May 31, 2025 .
| Committee | Role | Period |
|---|---|---|
| Compensation Committee | Chair; Member | Chair since Aug 2025; removed Oct 30, 2025 upon CEO appointment |
| Corporate Governance & Nominating | Member | 2024–2025 (until CEO appointment) |
Compensation Structure Analysis
- Shift to RSUs: Initial CEO award is 600,000 time‑based RSUs with two‑year cliff tranches (lower risk vs. options); ongoing annual equity subject to Compensation Committee discretion .
- At‑risk pay: EIP and PSUs tie payouts to Revenue and Adjusted EBITDA Margin, reinforcing performance orientation .
- No tax gross‑ups; 280G cut‑back: Shareholder‑friendly COE design avoids excise tax gross‑ups and employs cut‑back if beneficial .
- Equity plan protections: 2020 Plan prohibits repricing without stockholder approval .
- Peer benchmarking: Company targets competitive but near/below peer medians; peer set updated (removed FTI; added Upwork, Willdan) .
- Say‑on‑pay: 93.7% approval in October 2024, supporting current design .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing alignment risk .
- Change‑in‑control vesting: Full acceleration could be viewed as retention-sensitive; no cash multiples mitigates payout inflation .
- Related party transactions: None for Carlile; Company disclosed one FY2025 transaction involving a director’s family member unrelated to Carlile .
- Auditor transition: RSM replaced by EY; material weakness related to goodwill impairment inputs remediated (context risk oversight) .
Equity Ownership & Director Compensation Details (FY2025)
| Metric | Value |
|---|---|
| Shares beneficially owned (Aug 20, 2025) | 66,554 (<1% of 33,369,581 outstanding) |
| Unvested director RSUs/restricted stock (May 31, 2025) | 16,554 |
| Director fees (cash) | $90,582 |
| Director stock awards (fair value) | $157,526 |
Employment & Contracts Summary
| Provision | Summary |
|---|---|
| Term; renewal | 3 years from Nov 3, 2025; auto‑renewal unless 60‑day notice |
| Bonus targets | $554,167 pro‑rated FY2026; $950,000 thereafter; EIP multipliers apply |
| Equity | 600,000 RSUs new hire; annual equity at Committee discretion; accelerated vesting on certain events |
| Restrictive covenants | 1‑year non‑compete & non‑solicit; confidentiality; DTSA rights preserved |
| Severance/COC | Accrued pay + earned bonus; equity acceleration; 280G cut‑back; no gross‑ups |
Investment Implications
- Alignment and retention: Large two‑tranche RSU award (600,000 shares) plus equity acceleration on termination/COC align Carlile with shareholder value creation but create vesting cliffs in late 2026/2027 that could influence insider supply and trading windows .
- Pay‑for‑performance linkage: Annual and long‑term incentives are explicitly tied to Revenue and Adjusted EBITDA Margin, focusing management on profitable growth; no cash severance multiples limit downside payout risk .
- Governance balance: Separation of CEO and independent Chair, no hedging/pledging, no 280G gross‑ups, and anti‑repricing provisions reduce governance and compensation risk .
- Execution risk: FY2025 results reflect macro challenges (net loss due largely to goodwill impairment; modest Adjusted EBITDA), increasing emphasis on Carlile’s strategic execution (CFO advisory and digital transformation focus) to improve margins and TSR going forward .