Research Solutions, Inc.
For the period ended Jun 30, 2025. Filed Sep 19, 2025.
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FY2025 · Filed Sep 19, 2025
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Item 11. Executive Compensation
Compensation of Executive Officers
The following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer (principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends.
Compensation of Executive Officers for Fiscal Years Ended June 30, 2025 and 2024
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Stock · All other · | ||||||||||||
| Name and principle | | Fiscal | | Salary | | Bonus | | awards | | compensation | | Total |
| Position | | Year | | ($) | | ($) | | ($) | | ($) | | ($) |
| Roy W. Olivier | | 2025 | | 420,833 | | 198,956 | | — | | 21,200 | 640,989 | |
| President and Chief Executive Officer, and Director | | 2024 | | 400,000 | | 188,600 | | — | | 19,215 | 607,815 | |
| | | | | | | | | | | | | |
| William Nurthen | 2025 | 354,167 | | 140,324 | | — | | 22,773 | | 517,264 | ||
| Chief Financial Officer and Secretary | 2024 | 333,333 | | 155,875 | | 111,200 | (1) | 19,082 | | 619,490 | ||
| | | | | | | | | | | | | |
| Sefton Cohen | 2025 | 225,392 | | 173,583 | | 777,240 | (2) | 9,213 | 1,185,428 | |||
| Chief Revenue Officer | 2024 | — | | — | | — | | — | — | |||
| (1) | Represents the grant date fair value of 50,000 shares of restricted stock granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.25 years. |
| (2) | Represents the grant date fair value of 340,000 shares of restricted stock granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years. |
Employment Agreements
Roy W. Olivier
On October 4, 2024, we entered into an executive employment agreement with Mr. Olivier governing Mr. Olivier’s continuing employment, which has an indefinite period. Under the terms of the executive employment agreement, Mr. Olivier agreed to serve as our Chief Executive Officer and President on an at-will basis. The agreement provides for a base salary of at least $425,000 per year, subject to annual review and adjustment by the Board, and participation in an executive bonus plan as determined by the Board. No part of Mr. Olivier’s salary is allocated to his duties as a director of our company.
The agreement contains provisions that prohibit Mr. Olivier from soliciting our customers or employees during his employment with us and for two years afterward. The agreement also contains provisions that restrict disclosure by Mr. Olivier of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Olivier will be eligible to receive (i) an amount equal to eighteen (18) months of his then-current base salary payable in the form of salary continuation, (ii) any accrued but unpaid bonus, if we terminate Mr. Olivier’s employment between July 1 and September 15, (iii) a pro-rata bonus for the then-current fiscal year and (iv) continuation of health and welfare benefits for eighteen (18) months, if he is terminated without cause. In addition, he is eligible to receive a pro-rata bonus for the fiscal year of
termination. Mr. Olivier may terminate the agreement at any time, with or without reason, upon thirty (30) days advance written notice.
William Nurthen
On October 4, 2021, we entered into an executive employment agreement with Mr. Nurthen which has an indefinite period. Under the terms of the executive employment agreement, Mr. Nurthen has agreed to serve as our Chief Financial Officer on an at-will basis. The agreement provides for a base salary of $284,000 per year, subject to annual review and increase by our chief executive officer and Compensation Committee, and participation in an executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr. Nurthen from soliciting our customers or employees during his employment with us and for one year afterward for employees and two years afterward for customers. The agreement also contains provisions that restrict disclosure by Mr. Nurthen of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Nurthen will be eligible to receive (i) an amount equal to twelve (12) months of his then-current base salary payable in the form of salary continuation, (ii) a pro-rata bonus for the then-current fiscal year, (iii) acceleration of all outstanding unvested options or restricted stock as of the effective date of termination, and (iv) continuation of health and welfare benefits for twelve (12) months if he is terminated without cause. Mr. Nurthen may terminate the agreement at any time, with or without reason, upon thirty (30) days’ advance written notice.
Sefton Cohen
On November 4, 2024, we entered into an executive employment agreement with Mr. Cohen. Under the terms of the executive employment agreement, Mr. Cohen has agreed to serve as Chief Revenue Officer on an at-will basis. The term of the agreement is indefinite unless terminated by either party subject to the provisions of the employment agreement. The agreement provides for a base salary of $340,000 per year, subject to adjustment from time to time, and participation in a bonus plan based upon company sales and retention, and executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr. Cohen from soliciting our customers or employees during his employment with us and for eighteen (18) months afterward. The agreement also contains provisions that restrict disclosure by Mr. Cohen of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. In the event of a termination without cause in the first year of his employment or withing twelve (12) months of change of control, Mr. Cohen will be eligible to receive (i) an amount equal to nine (9) months of his then-current base salary payable in the form of salary continuation, plus (ii) any earned but unpaid bonus, (iii) pro-rata bonus for the then-current fiscal year, (iv) continuation of health and welfare benefits for nine (9) months. In the event of any other termination without cause, Mr. Cohen will receive the same as the above with the exception that the salary continuation will be reduced to six (6) months from nine (9) months. Mr. Cohen may terminate the agreement at any time, with or without reason.
Outstanding Equity at Fiscal Year Ended June 30, 2025
The following table sets forth information regarding stock options, warrants and other stock awards (restricted stock) for each named executive officer as of June 30, 2025.
Outstanding Equity Awards at Fiscal Year Ended June 30, 2025
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Number of · Number of · · · · · · | |||||||||||||||
| · · securities · · securities · · · · · · · Stock Awards: · · Stock Awards: · | |||||||||||||||
| · · underlying · · underlying · · Option/ · · Option/ · · Number of · · Market value of · | |||||||||||||||
| · · unexercised · · unexercised · · Warrant · · Warrant · · shares of stock · · shares of stock · | |||||||||||||||
| · · options/warrants · · options/warrants · · exercise · · expiration · · that have not · · that have not · | |||||||||||||||
| Name · · exercisable (#) · · unexercisable (#) · · price ($) · · date (1) · · vested (#) · · vested ($) · | |||||||||||||||
| Roy W. Olivier | 50,000 | — | | $2.40 | 11/13/2028 | — | | — | |||||||
| | 50,000 | — | | $3.13 | 11/12/2029 | — | | — | | ||||||
| | 50,000 | — | | $2.13 | 11/17/2030 | — | | — | | ||||||
| | | — | — | | — | — | | 300,000 | (1) | | 384,000 | (2) | |||
| William Nurthen | — | — | | — | — | 6,250 | (3) | $16,313 | (4) | ||||||
| | — | — | | — | — | 180,000 | (5) | $230,400 | (6) | ||||||
| | | | | | | | | | | | 30,000 | (7) | $61,300 | (8) | |
| Sefton Cohen | — | — | | — | — | 204,000 | (9) | $425,000 | (10) | ||||||
| (1) | The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |
| (2) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years. |
| (3) | The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period. |
(4)Based on a market closing price per share of common stock of $2.61 on October 4, 2021.
| (5) | The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |
| (6) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years. |
| (7) | The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |
| (8) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.25 years. |
| (9) | The restricted stock was granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |
| (10) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years. |
Compensation of Directors
The following table sets forth compensation awarded or paid to our directors for the last fiscal year for the services rendered by them to the Company in all capacities.
Director Compensation for the Fiscal Years Ended June 30, 2025 and 2024
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Fees · Warrant · | ||||||
| · · · · earned · · and · · | ||||||
| · · · · or paid · · Option · · | ||||||
| · · Fiscal · · in cash · · Awards · · | ||||||
| Name · · Year · · ($) · · ($) · · Total ($) | ||||||
| John Regazzi (1) | 2025 | 46,500 | 84,000 | 130,500 | ||
| | 2024 | 36,000 | 66,000 | 102,000 | ||
| Gen. Merrill McPeak (2) | 2025 | 27,000 | 70,000 | 97,000 | ||
| | 2024 | 18,000 | 66,000 | 84,000 | ||
| Barbara J. Cooperman (3) | 2025 | 27,000 | 70,000 | 97,000 | ||
| | | 2024 | | 18,000 | 66,000 | 84,000 |
| Jeremy Murphy (4) | 2025 | 27,000 | 70,000 | 97,000 | ||
| | | 2024 | | 15,000 | 79,381 | 94,381 |
| Kenneth L. Gayron (5) | 2025 | 27,000 | 70,000 | 97,000 | ||
| | | 2024 | | 10,500 | 63,092 | 73,592 |
(1)Outstanding equity awards as of June 30, 2025 consists of options to purchase 60,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share.
(2)Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share.
(3)Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79, 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.
(4) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 60,137 shares of common stock at an exercise price of $2.73.
(5) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 47,797 shares of common stock at an exercise price of $2.73.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.