RCM TECHNOLOGIES INC
For the period ended Dec 12, 2024. Filed Nov 7, 2024.
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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.
Dec 12, 2024 · Filed Nov 7, 2024
Contents
Pay Versus Performance
In accordance with rules adopted by the Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Value of Initial Fixed $100 Investment based on:4 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1˒2˒3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted EBITDA⁵ ($ Millions) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | $3,606,274 | $8,445,149 | $391,957 | $537,480 | $1,011.85 | $127.31 | $16,831 | $29,257 |
| 2022 | $2,446,200 | $3,379,700 | $511,431 | $557,152 | $429.97 | $113.00 | $20,889 | $31,114 |
| 2021 | $1,059,736 | $2,052,236 | $578,066 | $603,316 | $248.08 | $124.54 | $10,989 | $12,463 |
- Bradley S. Vizi was our PEO for each year presented. The individuals constituting the Non-PEO NEOs for each year presented are listed below.
| 2021 | 2022 | 2023 |
| Kevin D. Miller | Kevin D. Miller | Kevin D. Miller |
| Michael Saks | Michael Saks | Michael Saks |
| Frank Petraglia |
- The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
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- Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
| Year · Summary Compensation Table Total for PEO ($) · Exclusion of Change in Pension Value for PEO ($) · Exclusion of Stock Awards for PEO ($) · Inclusion of Pension Service Cost for PEO ($) · Inclusion of Equity Values for PEO ($) · Compensation Actually Paid to PEO ($) | ||||
|---|---|---|---|---|
| 2023 | $3,606,274 | $(678,750) | $7,963,875 | $8,445,149 |
| 2022 | $2,446,200 | $(1,964,750) | $2,898,250 | $3,379,700 |
| 2021 | $1,059,736 | $(678,750) | $1,671,250 | $2,052,236 |
| Year · Average Summary Compensation Table Total for Non-PEO NEOs ($) · Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) · Average Exclusion of Stock Awards for Non-PEO NEOs ($) · Average Inclusion of Pension Service Cost for Non- PEO NEOs ($) · Average Inclusion of Equity Values for Non-PEO NEOs ($) · Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||
|---|---|---|---|---|
| 2023 | $391,957 | $(37,507) | $183,029 | $537,480 |
| 2022 | $511,431 | $(23,633) | $69,333 | $557,152 |
| 2021 | $578,066 | $25,250 | $603,316 | |
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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year · Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) · Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) · Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) · Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) · Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) · Total - Inclusion of Equity Values for PEO ($) | |||||
|---|---|---|---|---|---|
| 2023 | $7,260,000 | $640,375 | $63,500 | $7,963,875 | |
| 2022 | $2,776,500 | $261,000 | $(138,250) | $2,898,250 | |
| 2021 | $890,000 | $505,000 | $271,250 | $5,000 | $1,671,250 |
| Year · Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) · Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) · Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) · Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) · Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) · Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) · Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | ||||
|---|---|---|---|---|
| 2023 | $60,679 | $83,500 | $38,850 | $183,029 |
| 2022 | $41,133 | $17,400 | $10,800 | $69,333 |
| 2021 | $25,250 | $25,250 | ||
The Peer Group TSR set forth in this table utilizes the S&P Americas SmallCap Commercial and Professional Services Index. The comparison assumes $100 was invested for the period starting December 31, 2018, through the end of the listed year in the Company and in the S&P Americas SmallCap Commercial and Professional Services Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. While we also determined this performance measure to have been the most important financial performance measure for years 2022 and 2021, we may determine a different financial performance measure to be the most important financial performance measure in future years. We note that the amounts of Adjusted EBITDA reflected here for 2022 and 2021 differ slightly from the amounts set forth in our 2023 proxy statement to reflect modifications made during 2024 to our calculation of Adjusted EBITDA, as disclosed in our periodic reports filed with the Commission during 2024.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.