RESOURCES CONNECTION, INC.
For the period ended Sep 10, 2026. Filed Sep 10, 2026.
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Sep 10, 2026 · Filed Sep 10, 2026
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.
(10)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 2026. Target total direct compensation as shown in this proxy statement is calculated, as to our CEO, based on Mr. Carlile’s target total direct compensation for the portion of the year that he was employed and excluding his new-hire equity award. In addition, former executives are excluded from the calculation of target total direct compensation for our “current NEOs.”
62 — rgp. 2026 Proxy Statement
| TABLE OF CONTENTS | COMPENSATION 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 Element | Compensation 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▪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 |
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