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RESOURCES CONNECTION, INC.

For the period ended May 31, 2025. Filed Sep 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 31, 2025 · Filed Sep 4, 2025

RGP$2.66+1.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Compensation Program Design

While embracing the Company’s compensation philosophy, the Compensation Committee has designed the executive compensation programs to achieve the following objectives: (1) reinforce the Company’s goals and business objectives, with an eye toward longer-term prosperity and success; (2) pay for performance in a manner that supports growth and innovation without encouraging excessive risk; (3) align the interests of management and stockholders by weighting a significant portion of total reward opportunities on long-term performance awards; (4) allow the Company to attract, retain and motivate key executives by providing competitive compensation with an appropriate mix of fixed and variable elements; and (5) appreciate the culture of the Company in recognizing and supporting outstanding team-based performance and behaviors that demonstrate our core values. As described in more detail below, the material elements of our current executive compensation programs for NEOs include a base salary; an annual, cash-based incentive compensation opportunity; a long-term equity incentive opportunity; and potential severance and other benefits payable in connection with termination of employment or change in control.

(8)Target total direct compensation means the NEO’s base salary, target annual cash incentive and grant date fair value (based on the value approved by the Compensation Committee and used to determine the target number of shares subject to the award) of annual long-term incentive awards granted to the NEO in fiscal 2025. Target total direct compensation as shown in this proxy statement does not include the value of the one-time grants of time-based restricted stock units to the NEOs in August 2024.

44 — rgp. 2025 Proxy Statement

TABLE OF CONTENTSCOMPENSATION DISCUSSION AND ANALYSIS

We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives, as illustrated by the table below:

Compensation ElementCompensation Objectives Designed to be Achieved
Base Salary▪Attract, motivate, reward and retain high-caliber talent
Annual Cash Incentive Compensation Opportunity▪Directly link pay to performance▪Incentivize creation of stockholder value▪Attract, motivate, reward and retain high-caliber talent
Long-Term Equity Incentives▪Incentivize creation of stockholder value▪Directly link pay to performance▪Attract, motivate, reward and retain high-caliber talent
Severance and Other Benefits Potentially Payable Upon Termination of Employment or a Change in Control▪Attract, motivate, reward and retain high-caliber talent
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.