RCMT.NASDAQRcm Technologies, INC

10-K/A: RCM Technologies Files Amendment No. 2 to Form 10-K/A, Providing Additional Disclosures

Sentiment:

Form 10-K/A Amendment

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RCM Technologies files an amendment to its annual report to include information previously intended to be incorporated by reference from the company's proxy statement.

Summary

  • RCM Technologies filed Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 28, 2024.
  • This amendment restates information in Part III, including details about directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, director independence, principal accounting fees, services, and exhibits.
  • The original filing indicated that Part III would be incorporated by reference to the company's definitive proxy statement for its 2025 annual meeting of stockholders.
  • Because the company does not anticipate filing its definitive proxy statement by April 28, 2025, this amendment provides the required disclosure.
  • All other items as presented in the Original Filing are unchanged.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, relating to the filing of an amendment to an annual report. The sentiment is neutral to slightly positive, as the company is taking steps to improve corporate governance and align with best practices.

Positives

  • The company has taken steps to align leadership, corporate governance, and compensation methodologies with stockholder interests.
  • These steps include limiting executive severance cash pay-outs, prohibiting tax gross-ups, requiring a double trigger for change-in-control payments, adopting an incentive payment claw back policy, and developing a long-term incentive plan.
  • The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, all of which are constituted entirely of independent directors.

Risks

  • The document mentions that performance stock units granted to Mr. Vizi in March 2024 were not achieved, indicating a potential risk in meeting performance targets.
  • The company's reliance on key personnel, as highlighted by the executive severance agreements, could pose a risk if these individuals were to leave the company.

Future Outlook

The document does not contain a specific future outlook, but it does outline the vesting schedules for stock awards and the terms of executive severance agreements, which provide some insight into potential future compensation and management transitions.

Management Comments

  • Bradley S. Vizi, Executive Chairman and President, and Kevin D. Miller, Chief Financial Officer, certified the accuracy of the report.

Industry Context

RCM Technologies operates in the technology and engineering services industry. The disclosures related to executive compensation and corporate governance are standard for publicly traded companies and are intended to provide transparency to investors.

Comparison to Industry Standards

  • The compensation structure for non-employee directors, including annual cash retainers and equity grants, is generally in line with industry standards for companies of similar size and scope.
  • The executive severance agreements, including the multiples of salary and bonus used in calculating severance payments, are also comparable to those offered by other companies in the technology and engineering services sector.
  • The company's adoption of an incentive payment claw back policy aligns with best practices in corporate governance and is increasingly common among publicly traded companies.

Stakeholder Impact

  • The disclosures in this amendment provide greater transparency to shareholders regarding executive compensation and corporate governance practices.
  • The executive severance agreements and change in control plan could impact employees in the event of a change in control or termination of employment.

Next Steps

  • The company will continue to vest the restricted stock units and performance stock units granted to executives and directors.
  • The company will continue to operate under the terms of the executive severance agreements and change in control plan.
  • The company will file its definitive proxy statement for its 2025 annual meeting of stockholders at a later date.

Key Dates

DateDescription
January 6, 2000RCM Technologies, Inc. 2000 Employee Stock Incentive Plan, dated January 6, 2000
December 27, 2012Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 27, 2012
January 23, 2014Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014.
March 12, 2015RCM Technologies, Inc. Change in Control Plan for Selected Executive Management; incorporated by reference to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015.
September 2015Bradley S. Vizi served as our Chairman of the Board since September 2015
February 2016From February 2016 to June 2022, Mr. Vizi served as a member of the Board of Directors at L.B. Foster (NASDAQ: FSTR)
June 1, 2018Mr. Vizi was appointed Executive Chairman and President.
June 2018Michael Saks has served as our Division President of Health Care Services since June 2018.
January 1, 2018Non-employee members of the Board received compensation in accordance with the following structure, which was approved by our Compensation Committee on, and implemented effective, January 1, 2018
October 2019Mr. Amadi has served since October 2019 as the Chief Financial Officer for The Siegel Group
May 22, 2020Certificate of Designation of Series A-3 Junior Participating Preferred Stock of RCM Technologies, Inc.; incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2020.
December 17, 2020RCM Technologies, Inc. Amended and Restated 2014 Omnibus Equity Compensation Plan (as amended through December 17, 2020); incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 2020.
January 15, 2021Amendment to RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2021.
November 12, 2021Amendment 2021-5 to the RCM Technologies, Inc. Employee Stock Purchase Plan; incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on November 12, 2021.
January 1, 2022Description of Capital Stock; incorporated by reference to Exhibit 4(a) to the Registrants Annual Report on Form 10-K for the fiscal year ended January 1, 2022, filed with the Securities and Exchange Commission on April 4, 2022.
February 2022Mr. Saks received 10,000 RSUs in February 2022 that will vest in February 2027
June 2022From February 2016 to June 2022, Mr. Vizi served as a member of the Board of Directors at L.B. Foster (NASDAQ: FSTR)
October 7, 2022Asset Purchase Agreement, dated as of October 7, 2022, by and among RCM Technologies (USA), Inc., TalentHerder LLC and Christopher G. Adams; incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K dated October 13, 2022, filed with the Securities and Exchange Commission on October 13, 2022.
December 16, 2022Amendment 2022-1 to RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2022.
January 1, 2023On January 1, 2023, the Compensation Committee granted Mr. Vizi under the 2014 Plan 250,000 RSUs, which will become vested in five (5) equal annual installments of 50,000 RSUs on each of the first five anniversaries of January 1, 2023
June 23, 2023On June 23, 2023, the Compensation Committee granted Mr. Saks under the 2014 Plan 4,179 RSUs, valued at a total of $75,000 based on the closing price of the common stock on the Nasdaq Stock Market on the date of grant, to vest over a period of five years in equal installments beginning in January 2024 and continuing through each January thereafter through 2028.
December 30, 2023RCM Technologies, Inc. Compensation Recoupment Policy; incorporated by reference to Exhibit 97 to the Registrants Annual Report on Form 10-K for this fiscal year ended December 30, 2023, filed with the Securities and Exchange Commission on March 14, 2024.
January 23, 2024On January 23, 2024, the Compensation Committee granted Mr. Saks under the 2014 Plan 2,668 restricted stock units (RSUs), valued at a total of $75,000 based on the closing price of the common stock on the Nasdaq Stock Market on the date of grant, to vest on January 23, 2029.
February 16, 2024On February 16, 2024, the Compensation Committee granted Mr. Vizi under the 2014 Plan a target amount of 250,000 PSUs, allocated into four equal tranches over a four-year period.
March 8, 2024On March 8, 2024, the Compensation Committee granted Mr. Vizi, under the Companys 2014 Omnibus Equity Compensation Plan (the 2014 Plan) a maximum of 50,000 performance stock units (PSUs).
June 28, 2024The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $84.8 million based upon the closing price of $18.72 per share of the registrants common stock on June 28, 2024 on The NASDAQ Global Market.
December 3, 2024Fifth Amended and Restated Loan Agreement, dated as of December 3, 2024, by and among the Company and all of its subsidiaries, Citizens Bank, N.A., as lender and as administrative agent and arranger; incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2024.
December 28, 2024RCM Technologies filed Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 28, 2024.
December 27, 2024Calculated by multiplying the number of shares in the preceding column by $23.17, the closing price per share of the Companys common stock on December 27, 2024, the last trading day of our last fiscal year.
March 12, 2025Amended and Restated Executive Severance Agreement, dated as of March 12, 2025, by and between the Company and Bradley S. Vizi.
March 13, 2025On March 13, 2025, RCM Technologies, Inc. (Company, we, us, our and RCM) filed its Annual Report on Form 10-K for the year ended December 28, 2024 (the Initial Filing), with the Securities and Exchange Commission (the Commission).
March 31, 2025On March 31, 2025, we filed with the SEC Amendment No. 1 to the Initial Filing; Amendment No. 1 was filed for the sole purpose of correcting an error in the Report of Independent Registered Public Accounting Firm regarding the opinion of the Companys Independent Registered Public Accounting Firm on the Companys Financial Statements included in the Initial Filing.
April 24, 2025The number of shares of registrant's common stock (par value $0.05 per share) outstanding as of April 24, 2025: 7,403,622.
April 25, 2025RCM Technologies, Inc. Date: April 25, 2025 By: /s/ Bradley S. Vizi Bradley S. Vizi Executive Chairman and President

Keywords

executive compensation, corporate governance, directors, RCM Technologies, Form 10-K/A, amendment, financial statements

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