RCMT Sets Virtual Shareholder Meeting to Elect Directors, Approve Equity Plan

TL;DR

**RCMT's upcoming shareholder meeting is a crucial vote on leadership and compensation, signaling potential shifts in executive incentives and governance.**

AI Summary

RCM Technologies, Inc. (RCMT) is holding its 2025 Annual Meeting of Stockholders on December 18, 2025, virtually, to address several key proposals. Stockholders will vote on the election of four directors: Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar, and Jayanth S. Komarneni. A significant proposal is the approval of the 2025 Omnibus Equity Compensation Plan, which could impact future executive incentives. The company also seeks ratification of EisnerAmper LLP as its independent accountants for the fiscal year ending January 3, 2026. Additionally, there will be an advisory vote on the 2024 compensation for named executive officers and an advisory vote on the frequency of future compensation votes. As of November 5, 2025, there were 7,410,510 shares of RCM common stock outstanding, with Bradley S. Vizi holding 18.9% and Kevin D. Miller holding 6.1%. The company has implemented compensation reforms, including prohibiting tax gross-ups in future employment agreements and requiring 'double trigger' change-in-control payments for executives.

Why It Matters

This DEF 14A filing outlines critical governance decisions for RCM Technologies, directly impacting investor confidence and future strategic direction. The election of directors, including Executive Chairman & President Bradley S. Vizi, shapes the company's leadership and vision. Approval of the 2025 Omnibus Equity Compensation Plan could influence executive retention and performance, a key factor for long-term shareholder value. The advisory votes on executive compensation and its frequency provide a direct channel for investor feedback, potentially influencing future compensation structures and aligning management incentives with shareholder interests. In a competitive market, transparent and well-governed compensation practices are crucial for attracting top talent and maintaining investor trust.

Risk Assessment

Risk Level: medium — The risk level is medium due to the proposals for a new 2025 Omnibus Equity Compensation Plan and the advisory vote on 2024 executive compensation. While the company has implemented reforms like prohibiting tax gross-ups and requiring 'double trigger' change-in-control payments, the specifics of the new plan and the outcome of the compensation vote could introduce new risks or signal shareholder dissatisfaction if not managed effectively. The concentration of ownership, with Bradley S. Vizi holding 18.9% of outstanding common stock, also presents a moderate governance risk.

Analyst Insight

Investors should carefully review the details of the proposed 2025 Omnibus Equity Compensation Plan to understand its potential dilutive effects and incentive structures. Participate in the advisory vote on executive compensation to signal your stance on current pay practices. Consider the implications of the director nominees' experience on RCMT's strategic direction, particularly given the significant ownership stake of Executive Chairman & President Bradley S. Vizi.

Executive Compensation

Key Numbers

• 7,410,510 — Shares of RCM common stock outstanding (As of November 5, 2025, determining voting power)
• 18.9% — Percentage of common stock owned by Bradley S. Vizi (Significant individual ownership as of November 5, 2025)
• 6.1% — Percentage of common stock owned by Kevin D. Miller (Significant individual ownership as of November 5, 2025)
• 28.0% — Percentage of common stock owned by all directors and executive officers as a group (Collective insider ownership as of November 5, 2025)
• 535,048 — Shares owned by Ben Andrews (Represents 7.2% of outstanding common stock as of November 5, 2025)
• 485,473 — Shares owned by Renaissance Technologies LLC (Represents 6.6% of outstanding common stock as of November 5, 2025)
• 50,000 — Performance Stock Units (PSUs) granted to Mr. Vizi (Maximum PSUs granted under the 2014 Omnibus Equity Compensation Plan on March 8, 2024)
• December 18, 2025 — Date of Annual Meeting of Stockholders (Key date for shareholder votes)
• October 22, 2025 — Record date for voting eligibility (Determines which stockholders can vote at the annual meeting)
• 4 — Number of directors to be elected (Key proposal for the 2025 Annual Meeting)

Key Players & Entities

• RCM TECHNOLOGIES, INC. (company) — Registrant for DEF 14A filing
• Bradley S. Vizi (person) — Executive Chairman & President, Director Nominee, 18.9% beneficial owner
• Kevin D. Miller (person) — Chief Financial Officer, Treasurer and Secretary, 6.1% beneficial owner
• Chigozie O. Amadi (person) — Director Nominee, Chief Financial Officer for The Siegel Group
• Swarna Srinivas Kakodkar (person) — Director Nominee, leads product management at Google, chairs Compensation Committee
• Jayanth S. Komarneni (person) — Director Nominee, founder and chair of the Human Diagnosis Project
• EisnerAmper LLP (company) — Audit Committee's selected independent accountants
• Renaissance Technologies LLC (company) — Beneficial owner of 6.6% of common stock
• Ben Andrews (person) — Beneficial owner of 7.2% of common stock
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

RCM Technologies, Inc. operates within the IT services and staffing sectors, which are characterized by rapid technological advancements and a high demand for specialized talent. The industry is competitive, with companies focusing on niche markets and providing solutions across various industries like healthcare, engineering, and government. Trends include the increasing adoption of cloud services, data analytics, and digital transformation initiatives by clients.

Regulatory Implications

As a publicly traded company, RCMT is subject to SEC regulations, including those governing proxy solicitations and executive compensation disclosures (e.g., Regulation S-K). Compliance with these regulations is crucial for maintaining shareholder trust and avoiding penalties. The proposed equity compensation plan requires shareholder approval, highlighting the importance of transparency and alignment with shareholder interests.

What Investors Should Do

1. Vote on Director Nominees
2. Approve the 2025 Omnibus Equity Compensation Plan
3. Ratify the Appointment of EisnerAmper LLP
4. Vote on Executive Compensation (Advisory)
5. Vote on the Frequency of Executive Compensation Votes (Advisory)

Key Dates

• 2025-12-18: Annual Meeting of Stockholders — Shareholders will vote on director elections, equity compensation plan, auditor ratification, and advisory votes on executive pay and frequency.
• 2025-11-05: Shares Outstanding Record Date — Established the total number of 7,410,510 shares outstanding for voting power calculations.
• 2025-10-22: Record Date for Voting Eligibility — Determined which stockholders are eligible to vote at the annual meeting.
• 2024-12-28: Fiscal Year End — The period for which executive compensation is reported in the Summary Compensation Table.
• 2024-03-08: Grant of Performance Stock Units (PSUs) to Mr. Vizi — 50,000 PSUs were granted under the 2014 Plan, based on EBITDA achievement, but these levels were not met.
• 2024-02-16: Grant of Target PSUs to Mr. Vizi — 250,000 target PSUs granted, allocated over four years, with 62,500 shares earned for fiscal year 2024 performance.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information shareholders need to vote on company matters, including director elections and executive compensation.)

Omnibus Equity Compensation Plan

A plan that allows a company to grant various types of equity-based compensation, such as stock options, restricted stock, and performance stock units. (The 2025 Omnibus Equity Compensation Plan is a key proposal for shareholder approval, impacting future executive incentives.)

Performance Stock Units (PSUs)

Units of company stock awarded to employees, with vesting contingent on the achievement of specific performance goals. (Mr. Vizi received PSU grants in fiscal 2024, with vesting tied to EBITDA and individual performance goals.)

Restricted Stock Units (RSUs)

Units of company stock awarded to employees that vest over time or upon meeting certain conditions, typically continued employment. (Mr. Saks received RSU grants in fiscal 2024 and fiscal 2023, with vesting over several years.)

Double Trigger

A condition for executive change-in-control payments that requires both a change in control event and a subsequent termination of employment. (RCMT has adopted this policy for future employment agreements to align executive and shareholder interests during M&A events.)

Tax Gross-ups

Payments made by a company to an executive to cover the taxes incurred on certain compensation or benefits. (RCMT has prohibited tax gross-ups in future employment agreements as part of its compensation reform.)

Beneficial Ownership

The power to vote or direct the voting of a security, or the power to dispose of or direct the disposition of a security. (This concept is used to determine who is considered an owner of shares for reporting purposes, including management and directors.)

Year-Over-Year Comparison

The DEF 14A filing for 2025 highlights significant changes in executive compensation practices, including the prohibition of tax gross-ups and the adoption of 'double trigger' change-in-control payments, reflecting a move towards better alignment with shareholder interests. While specific revenue and net income figures for the current fiscal year are not detailed in this proxy statement, the compensation table shows a substantial increase in 'Stock Awards' for Bradley S. Vizi in fiscal 2024 ($7,250,000) compared to fiscal 2023 ($3,125,000), indicating a greater emphasis on long-term equity incentives. The number of outstanding shares remains consistent at 7,410,510 as of November 5, 2025.

Key Financial Figures

• $75,000 b — ck units ("RSUs"), valued at a total of $75,000 based on the closing price of the common

Filing Documents

• rcmt20251109_def14a.htm (DEF 14A) — 565KB
• graph01.jpg (GRAPHIC) — 67KB
• graph02.jpg (GRAPHIC) — 68KB
• graph03.jpg (GRAPHIC) — 70KB
• graph04.jpg (GRAPHIC) — 40KB
• logo.jpg (GRAPHIC) — 4KB
• p01.jpg (GRAPHIC) — 191KB
• p02.jpg (GRAPHIC) — 166KB
• p03.jpg (GRAPHIC) — 221KB
• sig01.jpg (GRAPHIC) — 5KB
• 0001437749-25-034838.txt ( ) — 3457KB
• rcmt-20241228.xsd (EX-101.SCH) — 5KB
• rcmt-20241228_def.xml (EX-101.DEF) — 2KB
• rcmt-20241228_lab.xml (EX-101.LAB) — 3KB
• rcmt-20241228_pre.xml (EX-101.PRE) — 2KB
• rcmt20251109_def14a_htm.xml (XML) — 194KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners The following table lists the persons we know to be beneficial owners of at least five percent of our common stock as of November 5, 2025. Name and Address of Beneficial Owner Number of Shares Approximate Percentage of Outstanding Common Stock (1) Ben Andrews (2) 535,048 7.2% P. O. Box 357303 Gainesville, FL 32635 Renaissance Technologies LLC (3) 485,473 6.6% 800 Third Avenue New York, NY 10022 (1) Based on 7,410,510 shares outstanding as of November 5, 2025. (2) Based on the Schedule 13G filed with the Commission on January 4, 2024. The filing states that Mr. Andrews exercises sole voting and dispositive power over all such shares. (3) Based on Amendment No. 8 to Schedule 13G filed with the Commission on February 13, 2025. The filing states that Renaissance Technologies LLC has sole voting and dispositive power over all such shares. - 4 -

Security Ownership of Management

Security Ownership of Management The following table lists the number of shares of our common stock beneficially owned, as of November 5, 2025, by each director and director nominee, each of our executive officers, certain members of our senior management, and by our directors and executive officers as a group. In general, beneficial ownership includes those shares a person has the power to vote or transfer, as well as shares owned by immediate family members who live with that person. Name Number of Shares Approximate Percentage of Outstanding Common Stock (1) Bradley S. Vizi (2) 1,361,173 18.9 % Chigozie O. Amadi (3) 13,246 * Swarna Srinivas Kakodkar (3) 56,566 * Jayanth S. Komarneni (3) 61,548 * Kevin D. Miller 453,600 6.1 % Michael Saks 94,372 1.3 % All directors and executive officers as a group (6 persons) (4) 2,090,415 28.0 % * Represents less than one percent of our outstanding common stock. (1) Based on 7,410,510 shares outstanding as of November 5, 2025. (2) Includes 50,000 shares that will vest on January 2, 2026. (3) Includes 1,944 shares that will vest on December 12, 2025. (4) Includes 5,832 shares that will vest on December 12, 2025, and 50,000 shares that will vest on January 2, 2026. - 5 - PROPOSAL 1 ELECTION OF DIRECTORS Stockholders are being asked to elect four (4) directors at the Annual Meeting, each to serve until his or her successor is duly elected at the 2026 annual meeting and qualified. Your Board has nominated for election as director Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar and Jayanth S. Komarneni. Ms. Srinivas Kakodkar and Messrs. Vizi, Amadi and Komarneni have consented to serve a term on our Board of Directors, and the persons named as proxy holders on the enclosed proxy card, Mr. Vizi and Mr. Miller, intend to vote FOR the election of Ms. Srinivas Kakodkar and Messrs. Vizi, Amadi and Komarneni unless you mark a contrary instruction on your

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 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 28, 2024 (fiscal 2024) are Messrs. Vizi, Miller and Saks. In addition to referring herein to fiscal 2024, we also refer to our fiscal year ended December 30, 2023 (fiscal 2023). 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: 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; and Adopting an incentive payment claw-back policy for named executive officers. On March 8, 2024, the Compensation Committee granted Mr. Vizi, under the Company's 2014 Omnibus Equity Compensation Plan (the "2014 Plan") a maximum of 50,000 performance stock units ("PSUs"). The number of PSUs to ultimately be earned and vested was to be determined based on the level of achievement with respect to established levels of EBITDA during a

EXECUTIVE COMPENSATION (CONT ' D)

EXECUTIVE COMPENSATION (CONT ' D) On February 16, 2024, the Compensation Committee granted Mr. Vizi under the 2014 Plan a target amount of 250,000 PSUs, allocated into four equal tranches over a four-year period. The number of PSUs that will ultimately be earned and vested shall be determined based on the level of achievement with respect to certain individual performance goals established by the Compensation Committee, with 25% of such PSUs to vest with respect to achievement measured on an annual basis as to each of the Company's 2024, 2025, 2026 and 2027 fiscal years. Threshold, target and maximum levels of performance have been established, with the following number of PSUs to be earned in each fiscal year with respect to the level of achievement during such fiscal year: threshold – 25,000; target – 50,000; maximum – 62,500. The grant is subject to accelerated vesting in the event of a Change in Control (as defined in the 2014 Plan), or termination as a result of death or disability, prior to the end of any applicable performance period. For fiscal year 2024, Mr. Vizi earned 62,500 shares. In accordance with applicable regulations of the Commission, the value of the entire target grant of RSUs is included in the Summary Compensation Table for fiscal year 2024, since the grant date occurred during that year. On January 23, 2024, the Compensation Committee granted Mr. Saks under the 2014 Plan 2,668 restricted stock units ("RSUs"), valued at a total of $75,000 based on the closing price of the common stock on the Nasdaq Stock Market on the date of grant, to vest on January 23, 2029. In accordance with applicable regulations of the Commission, the value of these RSUs is included in the Summary Compensation Table for fiscal year 2024, since the grant date occurred during that year. On June 23, 2023, the Compensation Committee granted Mr. Saks under the 2014 Plan 4,179 RSUs, valued at a total of $75,000 based on the closing price of the common stock on the Nasdaq

EXECUTIVE COMPENSATION (CONT ' D)

EXECUTIVE COMPENSATION (CONT ' D) Summary Compensation Table The following table lists, for fiscal 2024 and fiscal 2023, 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 28, 2024 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 2024 $ 475,000 $ - $ 7,250,000 $ - $ 6,221 $ 7,731,221 Executive Chairman & President 2023 $ 475,000 $ - $ 3,125,000 $ - $ 6,468 $ 3,606,274 Kevin Miller 2024 $ 370,000 $ - $ - $ - $ 22,197 $ 392,197 Chief Financial Officer 2023 $ 370,000 $ - $ - $ - $ 23,294 $ 393,294 Michael Saks 2024 $ 300,000 $ - $ 75,000 $ - $ 14,896 $ 389,896 Division President, 2023 $ 300,000 $ - $ 73,013 $ - $ 15,607 $ 389,176 Health Care Services (1) These amounts are based upon the grant date fair value of the option awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in the column are set forth in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 filed with

View Full Filing

View this DEF 14A filing on SEC EDGAR