Form 4: RGP Director Receives Phantom Stock Award

RESOURCES CONNECTION, INC. Director Marco von Maltzan was granted 19,801 phantom stock units as deferred compensation.

Summary

• Marco von Maltzan, a Director at RESOURCES CONNECTION, INC. (RGP), acquired 19,801 shares of phantom stock.
• This award is part of the Directors Deferred Compensation Plan.
• Each phantom stock share is economically equivalent to one share of common stock.
• The award vests 25% after one year and 25% each year thereafter for the next three years.
• The vested phantom stock becomes payable in cash to the reporting person upon separation from service as a director.
• Following this transaction, Marco von Maltzan beneficially owns 84,320 shares of phantom stock.

Sentiment

Score: 5

Explanation: This is a routine disclosure of director compensation, which is neither significantly positive nor negative for the company's immediate operational or financial outlook. It reflects standard corporate governance practices.

Positives

• Director Marco von Maltzan received an award of 19,801 phantom stock units, aligning his interests with shareholders.
• The award is part of a deferred compensation plan, indicating a structured approach to director remuneration.

Future Outlook

The phantom stock award will vest over a four-year period, with 25% vesting annually, starting one year after the transaction date of January 2, 2026. The vested units will be payable in cash upon the director's separation from service.

Management Comments

• Award vests 25% after one year and 25% each year thereafter for the next three years.
• Represents credit of deferred compensation to reporting person's deferred stock account under the Directors Deferred Compensation Plan.
• Each share of phantom stock is the economic equivalent of one share of common stock.
• The shares of phantom stock to the extent then-vested become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

Industry Context

This is a standard director compensation disclosure, common across publicly traded companies. It reflects a typical practice of using equity-linked awards to align director incentives with long-term shareholder value, a common governance trend.

Comparison to Industry Standards

• The use of phantom stock as a deferred compensation mechanism for directors is a common practice in the professional services and consulting industry, similar to firms like Accenture or Deloitte (though Deloitte is private, its compensation structures often influence public company practices).
• The vesting schedule of 25% annually over four years is a standard long-term incentive structure, comparable to equity awards granted to directors and executives at peer companies within the business services sector.
• The award of 19,801 units, contributing to a total beneficial ownership of 84,320 units, is within the typical range for non-executive director compensation at a company of RGP's size and market capitalization, aiming to provide meaningful equity exposure without excessive dilution.

Corporate Governance

Stakeholder Impact

• Shareholders: Interests are further aligned with the director through equity-linked compensation, potentially encouraging long-term value creation.
• Directors: Marco von Maltzan receives deferred compensation, which is a benefit.

Next Steps

• The phantom stock units will begin vesting 25% annually starting one year after January 2, 2026.
• The vested units will be payable in cash to the director upon separation from service.

Key Dates

Keywords

RESOURCES CONNECTION, RGP, Marco von Maltzan, Phantom Stock, Deferred Compensation, Director Compensation, SEC Form 4, Beneficial Ownership