Research Solutions Inc
For the period ended Jun 30, 2024. Filed Sep 20, 2024.
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FY2024 · Filed Sep 20, 2024
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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 $100,000 during such fiscal year ends.
Compensation of Executive Officers for Fiscal Years Ended June 30, 2024 and 2023
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Stock · All other · | ||||||||||||
| Name and principle | | Fiscal | | Salary | | Bonus | | awards | | compensation | | Total |
| Position | | Year | | ($) | | ($) | | ($) | | ($) | | ($) |
| Roy W. Olivier | | 2024 | | 400,000 | | 188,600 | | — | | 19,215 | 607,815 | |
| President and Chief Executive Officer, and Director | | 2023 | | 400,000 | | 105,600 | | 857,000 | (1) (2) | 17,734 | 1,380,334 | |
| | | | | | | | | | | | | |
| William Nurthen | 2024 | 333,333 | | 155,875 | | 111,200 | (3) | 19,082 | | 619,490 | ||
| Chief Financial Officer and Secretary | 2023 | 310,000 | | 76,000 | | 468,926 | (4) (5) | 19,058 | | 873,984 | ||
| | | | | | | | | | | | | |
| Scott Ahlberg | 2024 | 240,400 | | 96,600 | | — | | 24,365 | 361,365 | |||
| Chief Operating Officer | 2023 | 240,400 | | 73,600 | | 265,801 | (6) (7) | 22,109 | 601,910 | |||
| (1) | Represents the grant date fair value of 79,897 shares of restricted stock granted on August 19, 2022. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. |
| (2) | Represents the grant date fair value of 500,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (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 1.43 to 2.59 years. |
| (3) | 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 its long-term equity bonus program (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. |
| (4) | Represents the grant date fair value of 24,601 shares of restricted stock granted on August 19, 2022. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. |
| (5) | Represents the grant date fair value of 300,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (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 1.43 to 2.59 years. |
| (6) | Represents the grant date fair value of 28,454 shares of restricted stock granted on August 19, 2022. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. |
| (7) | Represents the grant date fair value of 150,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (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 1.43 to 2.59 years. |
Employment Agreements
Roy W. Olivier
On March 29, 2021, we entered into an executive employment agreement with Mr. Olivier. Under the terms of the executive employment agreement, Mr. Olivier agreed to serve as our Interim Chief Executive Officer and President on an at-will basis. The term of the agreement ended on September 21, 2021, and it was amended and restated on October 4, 2021 to formally appoint Mr. Oliver as Chief Executive Officer and President. The agreement provides for a base salary of at least $371,520 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 amended and restated agreement contains provisions that prohibit Mr. Olivier from soliciting our customers or employees during his employment with us and for one year 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 an amount equal to his then-current base salary payable and group medical benefits for a period equal to the lesser of (i) eighteen (18) months or (ii) or the end of the term if his amended and restated agreement, 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 two weeks’ 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 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.
Scott Ahlberg
On July 1, 2013, we entered into an executive employment agreement with Mr. Ahlberg which was subsequently amended effective June 30, 2023. Under the terms of the executive employment agreement, Mr. Ahlberg has agreed to serve as Chief Operating Officer on an at-will basis. The term of the agreement ends on June 30 of each year, subject to automatic renewal for subsequent one-year periods unless Reprints Desk provides written notice of non-renewal to Mr. Ahlberg at least thirty (30) days prior to the expiration of the then-current term, and subject to earlier termination in accordance with the other provisions of Mr. Ahlberg’s executive employment agreement. The agreement provides for a base salary of $240,400 per year, subject to adjustment from time to time, and participation in an executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr. Ahlberg from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Ahlberg 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. Ahlberg will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Ahlberg may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice.
Shane Hunt
On November 1, 2012, we entered into an executive employment agreement with Mr. Hunt which was subsequently amended on June 30, 2022. Under the terms of the executive employment agreement, as amended, Mr. Hunt 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 $225,000 per year, subject to adjustment from time to time, and participation in a bonus plan based upon company sales and retention, and executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr. Hunt from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Hunt of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Hunt will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Hunt may terminate the agreement at any time, with or without reason, upon two weeks’ advance written notice.
Outstanding Equity at Fiscal Year Ended June 30, 2024
The following table sets forth information regarding stock options, warrants and other stock awards (restricted stock) for each named executive officer as of June 30, 2024.
Outstanding Equity Awards at Fiscal Year Ended June 30, 2024
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Number of · Number of · · · · · · | |||||||||||||||
| · · securities · · securities · · · · · · · Stock Awards: · · Stock Awards: · | |||||||||||||||
| · · underlying · · underlying · · Option/ · · Option/ · · Number of · · Market value of · | |||||||||||||||
| · · unexercised · · unexercised · · Warrant · · Warrant · · shares of stock · · shares of stock · | |||||||||||||||
| · · options/warrants · · options/warrants · · exercise · · expiration · · that have not · · that have not · | |||||||||||||||
| Name · · exercisable (#) · · unexercisable (#) · · price ($) · · 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 | — | | — | | ||||||
| | — | — | | — | — | 1,180 | (2) | $2,583 | (3) | ||||||
| | — | — | | — | — | 2,460 | (4) | $5,167 | (5) | ||||||
| | — | — | | — | — | 4,145 | (6) | $7,750 | (7) | ||||||
| | | — | — | | — | — | | 26,632 | (8) | | 51,667 | (9) | |||
| | | — | — | | — | — | | 400,000 | (12) | | 561,600 | (13) | |||
| William Nurthen | — | — | | — | — | 31,250 | (10) | $81,563 | (11) | ||||||
| | — | — | | — | — | 913 | (4) | $1,917 | (5) | ||||||
| | | — | — | | — | — | | 1,538 | (6) | $2,875 | (7) | ||||
| | — | — | | — | — | 8,200 | (8) | $15,909 | (9) | ||||||
| | — | — | | — | — | 240,000 | (12) | $336,960 | (13) | ||||||
| | | | | | | | | | | | 40,000 | (14) | $88,960 | (15) | |
| Scott Ahlberg | — | — | | — | — | 435 | (2) | $952 | (3) | ||||||
| | | — | — | | — | — | | 919 | (4) | | 1,929 | (5) | |||
| | | — | — | | — | — | | 1,538 | (6) | | 2,875 | (7) | |||
| | — | — | | — | — | 9,485 | (8) | $18,400 | (9) | ||||||
| | — | — | | — | — | 120,000 | (12) | $168,480 | (13) | ||||||
(1)Stock options expire ten years from the grant date.
| (2) | The restricted stock was granted on December 2, 2021 and vest over a three year period, with a one year cliff vesting period. |
(3)Based on a market closing price per share of common stock of $2.19 on December 2, 2021.
| (4) | The restricted stock was granted on February 8, 2022 and vest over a three year period, with a one year cliff vesting period. |
(5)Based on a market closing price per share of common stock of $2.10 on February 8, 2022.
| (6) | The restricted stock was granted on May 10, 2022 and vest over a three year period, with a one year cliff vesting period. |
(7)Based on a market closing price per share of common stock of $1.87 on May 10, 2022.
| (8) | The restricted stock was granted on August 19, 2022 and vest over a three year period, with a one year cliff vesting period. |
(9)Based on a market closing price per share of common stock of $1.94 on August 19, 2022.
| (10) | The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period. |
(11)Based on a market closing price per share of common stock of $2.61 on October 4, 2021.
| (12) | The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”). |
| (13) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years. |
| (14) | The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”). |
| (15) | Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.25 years. |
Compensation of Directors
The following table sets forth compensation awarded or paid to our directors for the last fiscal year for the services rendered by them to the Company in all capacities.
Director Compensation for the Fiscal Years Ended June 30, 2024 and 2023
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Fees · Warrant · | ||||||
| · · · · earned · · and · · | ||||||
| · · · · or paid · · Option · · | ||||||
| · · Fiscal · · in cash · · Awards · · | ||||||
| Name · · Year · · ($) · · ($) · · Total ($) | ||||||
| John Regazzi (1) | 2024 | 36,000 | 66,000 | 102,000 | ||
| | 2023 | 36,000 | 55,500 | 91,500 | ||
| Gen. Merrill McPeak (2) | 2024 | 18,000 | 66,000 | 84,000 | ||
| | 2023 | 18,000 | 55,500 | 73,500 | ||
| Barbara J. Cooperman (3) | 2024 | 18,000 | 66,000 | 84,000 | ||
| | | 2023 | | 18,000 | 55,500 | 73,500 |
| Jeremy Murphy (4) | 2024 | 15,000 | 79,381 | 94,381 | ||
| | | 2023 | | — | — | — |
| Kenneth L. Gayron (5) | 2024 | 10,500 | 63,092 | 73,592 | ||
| | | 2023 | | — | — | — |
(1)Outstanding equity awards as of June 30, 2024 consists of options to purchase 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, options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 16,000 shares of common stock at an exercise price of $0.80 per share and options to purchase 30,000 shares of common stock at an exercise price of $1.10 per share.
(2)Outstanding equity awards as of June 30, 2024 consists of options to purchase 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, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share.
(3)Outstanding equity awards as of June 30, 2024 consists of options to purchase 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, 2024 consists of options to purchase 60,137 shares of common stock at an exercise price of $2.73.
(5) Outstanding equity awards as of June 30, 2024 consists of options to purchase 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.