Two independent directors of Lopez Holdings Corp. have resigned from the seven-member board as the bitter leadership struggle within one of the Philippines' most powerful dynasties threatens to paralyze the conglomerate’s governance.

In a disclosure to the Philippine Stock Exchange, Lopez Holdings said that Consuelo D. Garcia resigned effective May 5 for “personal reasons,” which follows that of Roberto L. Panlilio, who stepped down on May 1 citing similar reasons.

The twin exits leave Michael Jack B. Garcia as the sole remaining independent director on the board, which is currently chaired by Federico “Piki” R. Lopez.

The boardroom exodus coincides with the deepening rift between Piki Lopez and a majority faction of the family led by his cousin, Eugenio “Gabby” Lopez III. The majority group recently voted to remove Piki from his leadership roles across Lopez Holdings, First Philippine Holdings Corp. (FPH), and First Gen Corp., citing a loss of trust and confidence. 
However, Piki has secured a court injunction to maintain the status quo, effectively blocking his ouster for now.

The conflict, however, has now forced FPH to overhaul its corporate calendar. The company announced Tuesday it will proceed with its deferred annual stockholders’ meeting on July 27 via remote communication. 
But the board warned that board elections may be stripped from the agenda if the legal dispute between Piki and the family holding firm, Lopez Inc., remains unresolved by the nomination deadline.

In such an event, the company intends to hold a special meeting for elections at a later date, pending approval from the Securities and Exchange Commission (SEC).

At the heart of the dispute are controversial “poison pill” provisions embedded in investment agreements between First Gen and Prime Infrastructure Capital Inc., a firm led by billionaire Enrique Razon Jr.

The majority shareholders alleged these clauses were designed to entrench Piki’s position at the expense of the company. Under the terms, Piki’s removal would allow Prime Infra to buy out First Gen’s interests in joint gas and hydropower ventures at a 25 percent discount.

The Lopez majority claims these provisions could result in a ₱24 billion loss for First Gen. Specifically, they allege that if Piki is ousted, Prime Infra could acquire First Gen’s remaining stake in a hydropower unit—valued at roughly ₱62 billion—at a ₱16 billion discount. A similar provision in the gas business could cost First Gen an additional ₱8 billion.

The majority faction described the deal as “egregious self-dealing” and questioned whether the independent directors were fully informed or if the board formally approved the terms.

Piki’s camp has earlier argued that such protections are standard in high-stakes infrastructure partnerships to ensure leadership continuity.