RCM Technologies (RCMT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 18, 2025, to be held virtually, with voting on key proposals including director elections, compensation, and auditor ratification.

• Record date for voting is October 22, 2025, with 7,410,510 shares outstanding as of that date.

• Board recommends voting for all proposals, including annual advisory votes on executive compensation.

Voting matters and shareholder proposals

• Proposals include election of four directors, approval of the 2025 Omnibus Equity Compensation Plan, ratification of EisnerAmper LLP as independent accountants, advisory vote on executive compensation, and advisory vote on frequency of future compensation votes.

• Board recommends annual advisory votes on executive compensation.

• Shareholder proposals for the 2026 meeting must be received by July 16, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Four director nominees: Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar, and Jayanth S. Komarneni, each with significant industry and leadership experience.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• Robust stock ownership guidelines and succession planning in place.

• Code of Conduct and Code of Ethics adopted for all directors, officers, and employees.

• Board leadership structure includes a Lead Independent Director.