RCM Technologies, Inc. Files 10-K/A Amendment for Fiscal Year Ended December 30, 2023

TL;DR

<b>RCM Technologies, Inc. has filed an amended 10-K report for the fiscal year ending December 30, 2023, confirming its reporting compliance.</b>

AI Summary

RCM TECHNOLOGIES, INC. (RCMT) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. RCM Technologies, Inc. filed a 10-K/A (Amendment No. 1) for the fiscal year ended December 30, 2023. The company is incorporated in Nevada and its principal executive offices are located in Pennsauken, New Jersey. RCMT's common stock is registered and traded on The NASDAQ Stock Market LLC. The filing indicates the company is not a well-known seasoned issuer. RCM Technologies, Inc. has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking RCM TECHNOLOGIES, INC., this filing contains several important signals. This amended filing provides updated information for the fiscal year 2023, ensuring compliance with SEC reporting requirements. The 10-K/A filing is crucial for investors to access the most current financial and operational details of RCM Technologies, Inc.

Risk Assessment

Risk Level: low — RCM TECHNOLOGIES, INC. shows low risk based on this filing. The filing is an amendment (10-K/A), which typically indicates corrections or additions to a previously filed report, but the provided text does not detail the nature of the amendment.

Analyst Insight

Review the specific amendments in the 10-K/A filing to understand any changes to RCM Technologies, Inc.'s financial or operational disclosures.

Key Numbers

• 2023-12-30 — Fiscal Year End (Reported Fiscal Year)
• 001-10245 — SEC File Number (Commission File Number)
• 95-1480559 — IRS Employer Identification No. (IRS Number)

Key Players & Entities

• RCM TECHNOLOGIES, INC. (company) — Registrant
• RCMT (company) — Trading Symbol
• NASDAQ Stock Market LLC (company) — Exchange
• Nevada (jurisdiction) — State of Incorporation
• Pennsauken, New Jersey (location) — Principal Executive Offices
• December 30, 2023 (date) — Fiscal Year End
• 2024-04-29 (date) — Filing Date

FAQ

Industry Context

RCM Technologies, Inc. operates within the services sector, specifically in help supply services.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports (10-K) and amendments (10-K/A).

What Investors Should Do

1. Review the full 10-K/A filing for detailed amendments and updated financial information.
2. Monitor RCM Technologies, Inc. for future filings and disclosures.
3. Analyze the company's performance and strategic direction based on the latest reported data.

Year-Over-Year Comparison

This is an amended filing (10-K/A), indicating updates or corrections to a previous report. Specific comparison details are not available in the provided text.

Key Financial Figures

• $0.05 — h Registered Common Stock , par value $0.05 per share RCMT The NASDAQ Stock Mar
• $18.40 — million based upon the closing price of $18.40 per share of the registrant's common st
• $75,000 b — ck units ("RSUs"), valued at a total of $75,000 based on the closing price of the Company
• $255,000 — Messrs. Miller and Saks cash amounts of $255,000 and $345,000, respectively, per specifi
• $345,000 — r and Saks cash amounts of $255,000 and $345,000, respectively, per specific incentive t
• $25,000 — the Compensation Committee, to receive $25,000 of this amount in the form of immediate
• $0.8 million — e 125,000 shares ultimately awarded, is $0.8 million and is included in the Summary Compensa
• $475,000 — on (2) Total Bradley S. Vizi 2023 $475,000 $ - $3,125,000 $ - $6,468 $3,606,2
• $3,125,000 — Bradley S. Vizi 2023 $475,000 $ - $3,125,000 $ - $6,468 $3,606,274 Executive Cha
• $6,468 — 2023 $475,000 $ - $3,125,000 $ - $6,468 $3,606,274 Executive Chairman & Presi
• $3,606,274 — $475,000 $ - $3,125,000 $ - $6,468 $3,606,274 Executive Chairman & President 2022
• $1,964,750 — irman & President 2022 $475,000 $ - $1,964,750 $ - $6,450 $2,446,200 Kevin Miller
• $6,450 — 2022 $475,000 $ - $1,964,750 $ - $6,450 $2,446,200 Kevin Miller 2023 $370,0
• $2,446,200 K — $475,000 $ - $1,964,750 $ - $6,450 $2,446,200 Kevin Miller 2023 $370,000 $ - $ - $
• $370,000 — $6,450 $2,446,200 Kevin Miller 2023 $370,000 $ - $ - $ - $23,294 $393,294 Chie

Filing Documents

• rcmt20231230_10ka.htm (10-K/A) — 297KB
• ex_658934.htm (EX-31.1) — 4KB
• ex_658935.htm (EX-31.2) — 4KB
• 0001437749-24-013713.txt (&nbsp;) — 541KB
• rcmt-20231230.xsd (EX-101.SCH) — 3KB
• rcmt-20231230_def.xml (EX-101.DEF) — 17KB
• rcmt-20231230_lab.xml (EX-101.LAB) — 23KB
• rcmt-20231230_pre.xml (EX-101.PRE) — 18KB
• rcmt20231230_10ka_htm.xml (XML) — 7KB

Executive Compensation

Executive Compensation 7 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 17 Item 14. Principal Accounting Fees and Services 18 PART IV Item 15. Exhibits and Financial Statement Schedules 19 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Directors Bradley S. Vizi, Director since 2013, age 40 Mr. Vizi has served as our Executive Chairman & President since June 2018. Previously Mr. Vizi served as our Chairman of the Board since September 2015 and a board member since December 2013. From February 2016 to June 2022, Mr. Vizi served as a member of the Board of Directors at L.B. Foster (NASDAQ: FSTR), a leading manufacturer, fabricator, and distributor of products and services for the rail, construction, energy and utility markets with locations in North America and Europe. Mr. Vizi founded Legion Partners, Inc. in 2010 and Legion Partners Asset Management, LLC in 2012, where he served as Managing Director and Portfolio Manager until October 2017. From 2007 to 2010, Mr. Vizi was an investment professional at Shamrock Capital Advisors, Inc. ("Shamrock"), the alternative investment vehicle of the Disney Family. Prior to Shamrock, from 2006 to 2007, Mr. Vizi was an investment professional with the private equity group at Kayne Anderson Capital Advisors L.P. Mr. Vizi is a CFA Charterholder and graduated from the Wharton School at the University of Pennsylvania. Mr. Vizi's significant public company experience is particularly valuable in the areas of strategy, operations, capital allocation, compensation planning, corporate governance and marketing the Company to the investment community. Chigozie O. Amadi, Director since 2022, age 39 Mr. Amadi has served since October 2019 as the Chief Financial Officer for The Siegel Group, a conglomerate of private companies focusing on investments and management of real estate and food and beverage businesses. Mr. Amadi leads the departments of accounting, finance, payroll, acquisitions, and dispositions. Before his current role, Mr. Amadi previously served as Director of Real Estate Investments for The Siegel Group. Mr. Amadi also worked for Wells Fargo & Company, providing secured and unsecured f

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED) Our Directors (Continued) Jayanth S. Komarneni, Director since 2020, age 41 Mr. Komarneni is the founder and chair of the Human Diagnosis Project (Human Dx'), an open medical intelligence system. Human Dx has brought together top medical organizations (including the American Medical Association, the American Board of Medical Specialties, and the National Association of Community Health Centers), health systems (including research collaborations with Harvard, Johns Hopkins, UCSF, Stanford, and Kaiser Permanente), and financial supporters (including the European Union, the MacArthur Foundation, the Gordon & Betty Moore Foundation, Union Square Ventures, and Andreessen Horowitz). Before founding Human Dx, Mr. Komarneni advised leadership at some of the world's preeminent organizations while working at McKinsey & Company and Bain & Company. Mr. Komarneni's work spanned stakeholders in the social, public, and private sectors, including foundations, governments, companies (in the life sciences, health care, technology, energy, and financial services industries), and alternative investment firms. After McKinsey and Bain, he helped launch and operate Greenoaks Capital Management, a global alternative investment firm, as its first employee. Mr. Komarneni also participated in Y Combinator, the world's leading technology accelerator. Mr. Komarneni has degrees that include an MSc in Global Health Science from the University of Oxford and an MBA from the Wharton School, and an M.S. in Biotechnology from the School of Engineering and Applied Science at the University of Pennsylvania. Mr. Komarneni's prior background founding, advising, and working at leading organizations in the technology, healthcare, investment, professional services, and life sciences industries helps contribute across RCM's diverse business segments from strategic and operational perspectives. 2

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED) Our Executive Officers The following table lists our executive officers. Our Board elects our executive officers annually for terms of one year and may remove any of our executive officers with or without cause. Name Age Position Bradley S. Vizi 40 Executive Chairman & President Kevin D. Miller 57 Chief Financial Officer, Treasurer and Secretary Michael Saks 67 Division President, Health Care Services Bradley S. Vizi . See above. Kevin D. Miller has served as our Chief Financial Officer, Secretary and Treasurer since October 2008. From July 1997 until September 2008, he was Senior Vice President of RCM. From 1996 until July 1997, Mr. Miller served as an Associate in the corporate finance department of Legg Mason Wood Walker, Incorporated. From 1995 to 1996, Mr. Miller was a business consultant for the Wharton Small Business Development Center. Mr. Miller previously served as a member of both the audit and corporate finance groups at Ernst & Young LLP. Mr. Miller has a Bachelor of Science in Accounting from The University of Delaware and a MBA with a concentration in Finance from the Wharton School at The University of Pennsylvania. Michael Saks has served as our Division President of Health Care Services since June 2018. From May 2007 to June 2018 he was the Senior Vice President and General Manager of our Health Care Services Division. From January 1994 until May 2007 he was the Vice President and GM of our Health Care Services Division. Prior to joining RCM, Mr. Saks served as a corporate executive at MS Executive Resources, MA Management and Group 4 Executive Search. Mr. Saks has over 31 years of executive management, sales and recruiting experience. Mr. Saks has a Bachelor of Science in Accounting and Finance from Fairleigh Dickinson University. 3

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED) Corporate Governance Board Committees. Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, all of which are constituted entirely of independent directors. The committees report their actions to the full Board at the Board's next regular meeting. The following table shows on which of our Board's committees our directors serve. Committee Board Member Audit Compensation Nominating & Corporate Governance Bradley S. Vizi Chigozie O. Amadi X (1) X X Swarna Srinivas Kakodkar X X (1) X Jayanth S. Komarneni X X X (1) ____________ (1) Chairman Audit Committee The Board of Directors has adopted a written Audit Committee Charter. A copy of the Audit Committee Charter is posted on our website under "Investor Relations - Corporate Governance." Reviews our financial and accounting practices, controls and results, reviews the scope and services of our auditors and appoints our independent auditors. Review and approve related parties transactions. The Board of Directors has determined that Chigozie O. Amadi, Chair of the Audit Committee, is an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the Commission. Compensation Committee The Board of Directors has adopted a written Compensation Committee Charter. A copy of the Compensation Committee Charter is posted on our website under "Investor Relations - Corporate Governance." Determines the compensation of our officers and employees. Administers our stock option plans. Nominating and Corporate Governance Committee The Board of Directors has adopted a written Nominating and Corporate Governance Committee Charter. A copy of the Nominating and Corporate Governance Committee Charter is posted on our website under "Investor Relations - Corporate Governance." Oversees the Board's re

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED) Code of Conduct and Code of Ethics . We have adopted a Code of Conduct applicable to all of our directors, officers and employees. In addition, we have adopted a Code of Ethics, within the meaning of applicable Commission rules, applicable to our Chief Executive Officer, Chief Financial Officer and Controller. If we make any amendments to either of these Codes (other than technical, administrative, or other non-substantive amendments), or waive (explicitly or implicitly) any provision of the Code of Ethics to the benefit of our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in the investor relations portion of our website at www.rcmt.com (where our Code of Conduct and Code of Ethics are available), or in a report on Form 8-K that we file with the Commission. Related Party Transaction Approval Policy . Our Code of Conduct mandates that officers and directors bring promptly to the attention of our Compliance Officer, currently our Chief Financial Officer, any transaction or series of transactions that may result in a conflict of interest between that person and the Company. Furthermore, our Audit Committee must review and approve any "related party" transaction as defined in Item 404(a) of Regulation S-K, promulgated by the Securities and Exchange Commission, before it is consummated. Following any disclosure to our Compliance Officer, the Compliance Officer will then typically review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or director in question. After this review, the Chairman of the Audit Committee and the Compliance Officer determine whether the matter should be brought to the Audit Committee or the full Board of Directors for approval. In considering any such transaction, the Audit Committee or the Board of Directors, as the ca

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED) Compensation Committee Interlocks and Insider Participation . None of the members of our Compensation Committee were officers or employees of the Company or any of its subsidiaries during 2023, were formerly officers of the Company or any of its subsidiaries, or had any relationship with the Company since the beginning of 2023 that requires disclosure under Item 404 of Regulation S-K, nor have there been since the beginning of 2023 any compensation committee interlocks involving our directors and executive officers that require disclosure under Item 407 of Regulation S-K. Board Diversity . Pursuant to the Nasdaq's Board Diversity Rules, below is the Company's Board Diversity Matrix outlining diversity statistics regarding our Board of Directors. In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board of Directors. Board Diversity Matrix (As of April 26, 2024) Total Number of Directors 4 Female Male

: Gender Identity

Part I: Gender Identity Directors 1 3

: Demographic Background

Part II: Demographic Background White 1 Two or More Races or Ethnicities 1 1 African American or Black 1 REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with Company management and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Respectfully submitted by the Compensation Committee Swarna Srinivas Kakodkar (Chair) Chigozie O. Amadi Jayanth S. Komarneni 6

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis The Compensation Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence with the Company's compensation philosophy. The Compensation Committee seeks to ensure that the total compensation paid to the executives is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executives, including the named executive officers, are similar to those provided to other executive officers. Our named executive officers for the year ended December 30, 2023 (fiscal 2023) are Messrs. Vizi, Saks and Miller. In addition to referring herein to fiscal 2023, we also refer to our fiscal year ended December 31, 2022 (fiscal 2022). As part of our ongoing effort to better align our leadership, corporate governance structure and compensation methodologies with the interests and perspectives of our stockholders, members of our Board of Directors and management team periodically speak with many of our more significant stockholders. Mindful of the input of these stockholders and motivated by our commitment to the implementation of best practices in corporate governance and compensation, the Compensation Committee and our Board have undertaken over the last several years a series of efforts with respect to compensation reform, including the following steps: Limiting executive severance cash pay-outs to no more than 24 months' base salary and bonus; Prohibiting tax gross-ups in all future employment agreements; Requiring future employment agreements to contain a "double trigger" with respect to executive change-in-control payments; Adopting an incentive payment claw back policy for named executive officers; and Developed the conceptual framework for a long term incentive plan containing performance-based stock units for the Company's Chief Executive Officer and Chief Financial Officer. On June 23, 2023, the Compensati

EXECUTIVE COMPENSATION (CONTINUED)

ITEM 11. EXECUTIVE COMPENSATION (CONTINUED) In December 2022, the Compensation Committee approved a performance-based grant of a target amount of 100,000 performance stock units ("PSUs") to Mr. Vizi that based on certain performance metrics for our fiscal year ending December 30, 2023 could increase to 125,000 PSUs. In accordance with applicable regulations of the Commission, the value of these performance-based shares, based on the grant date share price, is included in the Summary Compensation Table for fiscal year 2022, since the grant date occurred during that year, However, the award was earned based on performance during the current fiscal year ending December 30, 2023, and served as the sole long-term incentive award to Mr. Vizi with respect to performance during such period. On January 23, 2024, the Compensation Committee determined that Mr. Vizi had earned 62,500 of such PSUs. The remaining PSUs were forfeited. In January 2022, the Compensation Committee approved a performance-based grant of a target amount of 100,000 performance stock units ("PSUs") to Mr. Vizi that based on certain performance metrics for fiscal 2022 could increase to 125,000 PSUs. In January 2023, the Compensation Committee awarded 125,000 shares under this grant. The value of these performance-based shares, based on the grant date share price and reflecting the 125,000 shares ultimately awarded, is $0.8 million and is included in the Summary Compensation Table for fiscal year 2022, the year in which the grant date occurred. 8

EXECUTIVE COMPENSATION (CONTINUED)

ITEM 11. EXECUTIVE COMPENSATION (CONTINUED) Summary Compensation Table The following table lists, for fiscal 2023 and fiscal 2022, cash and other compensation paid to, or accrued by us, for our chief executive officer, our chief financial officer and our other executive officer serving as of December 30, 2023 in accordance with Item 402(a)(3)(iv) of Regulation S-K. Name and Principal Position Year Salary Bonus Stock Awards (1) Non-Equity Incentive Plan Compensation All Other Compensation (2) Total Bradley S. Vizi 2023 $475,000 $ - $3,125,000 $ - $6,468 $3,606,274 Executive Chairman & President 2022 $475,000 $ - $1,964,750 $ - $6,450 $2,446,200 Kevin Miller 2023 $370,000 $ - $ - $ - $23,294 $393,294 Chief Financial Officer 2022 $370,000 $ - $ - $255,000 $22,389 $647,389 Michael Saks 2023 $300,000 $ - $75,013 $ - $15,607 $389,176 Division President, 2022 $285,000 $ - $70,900 $345,000 (3) $15,021 $715,984 Health Care Services ____________ (1) With respect to Mr. Vizi, these amounts represent the following: a. For 2023, the value given to the time-based award is $3,125,000, which is the grant date fair value of the award of the

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