RCM Technologies (RCMT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 12, 2024, to be held virtually, with record date set as October 16, 2024.

• Shareholders will vote on electing four directors, ratifying the independent auditor, and an advisory say-on-pay vote for executive compensation.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or online during the meeting.

Voting matters and shareholder proposals

• Election of four directors for one-year terms: Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar, and Jayanth S. Komarneni.

• Ratification of WithumSmith + Brown, PC as independent accountants for fiscal 2024.

• Advisory vote to approve 2023 executive compensation.

• Procedures for submitting shareholder proposals and director nominations for the 2025 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of four nominees, with a mix of business, technology, and financial expertise.

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

• Board has robust stock ownership guidelines and succession planning in place.

• Board diversity matrix provided, showing gender and ethnic diversity.

• Lead Independent Director designated; executive sessions held at every board meeting.