Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of RCM Technologies, Inc.…
Filed Aug 31, 2026Accepted Aug 31, 2026, 4:06 PM EDTCIK 700841Accession 0000929638-26-003386
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of RCM Technologies, Inc. (the “Company”) approved grants under
the Company’s 2014 Omnibus Equity Compensation Plan, as amended and restated (the “Plan”), of a maximum of 125,000 performance stock units (“PSUs”) to Bradley S. Vizi, the Company’s Executive Chairman and President. The number of PSUs that will
ultimately be earned and vested shall be determined as follows: 50% based on the level of achievement of established levels of EBITDA and 50% based on the level of achievement with respect to certain individual performance goals established by
the Compensation Committee, both during a performance period beginning on January 4, 2026 and ending on January 2, 2027. With respect to both the EBITDA and individual performance goals, threshold, target and maximum levels of performance have
been established, with the following number of PSUs to be earned with respect to each such level: threshold - 25,000; target - 50,000; maximum - 62,500. The grants are subject to accelerated vesting in the event of a Change in Control (as
defined in the Plan), or termination as a result of death or disability, prior to the end of the performance period.
Also on August 13, 2026, the Committee granted under the Plan, to the following executive officers of the Company, the indicated number of restricted
stock units (“RSUs”), which RSUs will become vested in one installment on the fifth anniversary of the date of grant, so long as such officer remains continuously employed by the Company through such vesting dates, except vesting will be
accelerated if his employment terminates prior to such vesting dates on account of death, disability or a covered termination following a change in control: Kevin D, Miller, Chief Financial Officer, Treasurer and Secretary, 8,362 RSUs; and
Michael Saks, Division President, Health Care Services, 4,000 RSUs.