Business Context and Reporting Period
This Form 8-K Current Report was filed by Research Solutions, Inc. (Nasdaq: RSSS) on October 4, 2021. The filing addresses significant changes in executive management, specifically the appointment of a new Chief Executive Officer and Chief Financial Officer, and the resignation of the former CFO.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- CEO Appointment: Roy W. Olivier was appointed President and Chief Executive Officer effective October 4, 2021, under a three-year agreement.
- CFO Resignation: Alan Urban resigned as Chief Financial Officer and Secretary on October 4, 2021, though he will provide transition services for an undetermined period.
- New CFO Appointment: William Nurthen was appointed Chief Financial Officer effective October 4, 2021.
Management Commentary and Compensation Details
The Compensation Committee approved the following terms for the new executive leadership:
- Roy W. Olivier (CEO):
- Annual base salary: $371,520.
- Eligible for executive bonus plan (amount determined by the Board).
- Severance: Upon termination without Cause or resignation for Good Reason, he receives salary continuation for the lesser of 18 months or the remainder of the three-year term, plus a pro-rated bonus.
- Covenants: Subject to non-solicitation and non-competition for two years post-employment.
- William Nurthen (CFO):
- Annual base salary: $284,000.
- Target bonus: $184,000.
- Equity Grant: 100,000 shares of restricted stock (25% vesting on first anniversary, remainder quarterly).
- Severance: Upon termination without Cause or resignation for Good Reason, he receives 12 months of base salary.
- Covenants: Subject to non-solicitation and non-competition for two years post-employment.
Investor Verification Checklist
- Verify the effective dates of the employment agreements for Roy W. Olivier and William Nurthen.
- Confirm the specific vesting schedule and conditions for the 100,000 restricted stock shares granted to William Nurthen.
- Review the attached press releases (Exhibits 99.1 and 99.2) for additional strategic context regarding the leadership transition.
- Monitor future filings for the duration of Alan Urban's transition services.