Bradley S. Vizi
RCM TECHNOLOGIESAbout Bradley S. Vizi
Bradley S. Vizi, age 41, is Executive Chairman & President of RCM Technologies and has served in this dual executive role since June 2018; he has been a director since December 2013 and previously served as Chairman of the Board starting September 2015. He is a CFA charterholder and graduate of the Wharton School (University of Pennsylvania), with prior experience at Legion Partners (founder/MD), Shamrock Capital Advisors, and Kayne Anderson Capital Advisors, bringing expertise in strategy, operations, capital allocation, compensation planning, governance, and investor relations . Under his leadership, RCM’s three-year pay-versus-performance disclosures show cumulative TSR of $429.97 (2022), $1,011.85 (2023), and $807.32 (2024); Net Income of $20.889M (2022), $16.831M (2023), and $13.327M (2024); and Adjusted EBITDA of $31.114M (2022), $29.257M (2023), and $25.855M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legion Partners, Inc.; Legion Partners Asset Management, LLC | Founder; Managing Director & Portfolio Manager | 2010–2017 | Activist and value-oriented investment leadership; governance and capital allocation experience |
| Shamrock Capital Advisors | Investment Professional | 2007–2010 | Alternative investments arm of Disney family; PE/alternative investing track record |
| Kayne Anderson Capital Advisors (Private Equity) | Investment Professional | 2006–2007 | PE investing experience; deal execution and portfolio oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| L.B. Foster Company (NASDAQ: FSTR) | Director | Feb 2016–Jun 2022 | Manufacturer/distributor across rail, construction, energy, utilities; North America/Europe footprint |
Board Governance & Service
- Service history: Director since 2013; Chairman since 2015; Executive Chairman & President since June 2018 (employee director, not independent) .
- Committees: Board committees (Audit, Compensation, Nominating & Corporate Governance) are entirely independent; Vizi does not serve on those committees .
- Committee composition:
- Audit: Amadi (Chair), Kakodkar, Komarneni .
- Compensation: Kakodkar (Chair), Amadi, Komarneni .
- Nominating & Corporate Governance: Komarneni (Chair), Amadi, Kakodkar .
- Lead Independent Director: Swarna Srinivas Kakodkar designated by independent directors .
- Board process: 5 Board meetings in fiscal 2024; all directors attended ≥75% of Board/committee meetings; executive sessions of independent directors at every regularly scheduled Board meeting .
- Dual-role implications: Executive Chairman + President role concentrates leadership; independence safeguards include a Lead Independent Director, fully independent committees, and regular executive sessions .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $475,000 | $475,000 |
| Bonus ($) | $0 | $0 |
| All Other Compensation ($) | $6,468 | $6,221 |
| Summary Compensation Table Total ($) | $3,606,274 | $7,731,221 |
Multi-year summary totals:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Summary Compensation Table Total ($) | $2,446,200 | $3,606,274 | $7,731,221 |
Stock awards (grant-date fair value):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $3,125,000 (250,000 RSUs, time-based) | $7,250,000 (250,000 PSUs, multi-year target) |
Governance-linked practices (Comp Committee reforms): no tax gross-ups in future agreements; “double trigger” required for CIC payments; executive incentive clawback adopted . Company maintains a formal Compensation Recoupment Policy (clawback) as an exhibit to the 2024 10-K .
Performance Compensation
Awards, metrics, targets, payout, and vesting:
| Award | Grant Date | Type | Metric | Threshold | Target | Maximum | Measurement Period | 2024 Result |
|---|---|---|---|---|---|---|---|---|
| PSUs (250,000 target shares, 4 tranches) | Feb 16, 2024 | PSU | Individual performance goals (by fiscal year) | 25,000 | 50,000 | 62,500 | FY2024–FY2027 (25% per year); accelerated on CIC/death/disability | 62,500 earned for FY2024 (max) |
| PSUs (up to 50,000) | Mar 8, 2024 | PSU | Adjusted EBITDA (company level) | Not disclosed | Not disclosed | 50,000 | 12/31/2023–12/28/2024; accelerated on CIC/death/disability | Not achieved (0 shares earned) |
| PSUs (up to 62,500) | Apr 1, 2025 | PSU | Adjusted EBITDA (company level) | Not disclosed | Not disclosed | 62,500 | 12/29/2024–01/03/2026; accelerated on CIC/death/disability | In progress; results not yet disclosed |
Key vesting schedules:
| Award | Original Grant | Vesting Details |
|---|---|---|
| 250,000 RSUs (time-based) | Jan 1, 2023 | 50,000 RSUs vest annually on each of the first five anniversaries of Jan 1, 2023; accelerated upon death, disability, or covered termination post-change-in-control |
| 250,000 PSUs (multi-year) | Feb 16, 2024 | Annual vesting opportunity across FY2024–FY2027: threshold 25,000, target 50,000, max 62,500 per year; accelerated on CIC/death/disability |
| 50,000 PSUs (EBITDA) | Mar 8, 2024 | Single-year performance (FY2024) tied to EBITDA; not achieved; no shares earned |
Equity Ownership & Alignment
| Metric | As of Nov 5, 2025 |
|---|---|
| Shares Beneficially Owned | 1,361,173 (includes 50,000 scheduled to vest on Jan 2, 2026) |
| Ownership % of Shares Outstanding | 18.9% (based on 7,410,510 shares outstanding) |
Outstanding equity awards (year-end 2024):
| Metric | As of Dec 28, 2024 |
|---|---|
| Unvested RSUs (shares) | 500,000 |
| Market Value of Unvested RSUs ($) | $11,585,000 (at $23.17 closing price on Dec 27, 2024) |
| Stock Options Outstanding | None |
Policies affecting selling pressure and alignment:
- Stock ownership guidelines (multiples of base salary): CEO 6x; CFO 6x; Executive VP 2x; certain SVP tiers 2x; Non-Employee Director 5x; company characterizes guidelines as “robust.” Compliance status by individual not explicitly disclosed .
- Insider trading policy: strongly discourages short-term trading; prohibits short sales and trading in puts/calls/straddles; discourages purchasing on margin; imposes blackout periods and trading windows; requires pre-clearance for trades by directors/executive officers .
- Pledging: no explicit disclosure of pledged RCM shares by Vizi found in latest proxy/10-K; policy discourages margin use and derivatives but does not explicitly address pledging in these excerpts .
Employment Terms
Executive Severance Agreement (amended and restated as of March 12, 2025):
| Scenario | Cash Multiple | Bonus Definition | COBRA Benefit | Payment Form | Additional Provisions |
|---|---|---|---|---|---|
| Non-CIC termination (involuntary without Cause; or Good Reason; not CIC-related) | 2.0x (Annual Base Salary + highest annual bonus in last 5 FYs or subsequent year target) | Highest paid in last 5 years or subsequent year target | 24 months of COBRA premiums | Paid in installments over 12 months | If CIC occurs within 120 days post-termination and termination reasonably tied to CIC, upgraded to CIC terms less amounts already paid |
| Change-in-Control (CIC) related termination (involuntary w/o Cause; death/disability within 12 months post-CIC; or resignation with Good Reason) | 2.99x (Annual Base Salary + Bonus) | As defined in agreement | Lump sum equal to 24 × monthly COBRA premium | Lump sum; funded via irrevocable rabbi trust upon CIC | Double-trigger approach consistent with board reforms; Miller’s terms differ in certain respects |
Clawback and governance:
- Executive incentive clawback policy adopted; formal Compensation Recoupment Policy referenced in 10-K exhibits .
- Company-wide related-party transaction approval process is under Audit Committee oversight; conflicts escalated and pre-approved/ratified as required .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of initial fixed $100 | $429.97 | $1,011.85 | $807.32 |
| Net Income ($ Millions) | $20.889 | $16.831 | $13.327 |
| Adjusted EBITDA ($ Millions) | $31.114 | $29.257 | $25.855 |
Board oversight:
- Audit Committee met 4 times in fiscal 2024; reviewed financial practices, auditor independence, internal controls; Board recommends ratifying EisnerAmper LLP for FY2025 .
- Advisory Say-on-Pay scheduled annually; Board recommends approval; frequency advisory recommends “one year” cadence (no vote percentages disclosed in proxy) .
Compensation Committee Analysis
- Chair: Swarna Srinivas Kakodkar (Compensation Committee) .
- Reforms adopted: prohibition of tax gross-ups in future agreements; double-trigger requirement for CIC payments; incentive payment clawback policy .
- Most important financial performance measures linking “Compensation Actually Paid” to performance in 2024: Net Income and Adjusted EBITDA (not ranked) .
Equity Award Mix and Vesting Dynamics
- Shift toward performance equity: multi-year PSU program (Feb 16, 2024) introduces annual goal-based vesting over 4 years with threshold/target/max structure; FY2024 result was max payout for that tranche (62,500 PSUs) .
- Single-year EBITDA PSU (Mar 8, 2024) paid zero, indicating sensitivity to EBITDA outcomes .
- Time-based RSUs continue to vest on calendar anniversaries (50,000 per year from Jan 1, 2023 grant), creating predictable vest dates (e.g., Jan 2, 2026), a potential focus point for liquidity/selling pressure management .
Equity Ownership & Alignment (Detailed)
| Component | Detail |
|---|---|
| Beneficial ownership | 1,361,173 shares; 18.9% of SO; includes 50,000 scheduled to vest Jan 2, 2026 |
| Unvested awards (12/28/2024) | 500,000 shares; $11,585,000 market value at $23.17 |
| Options | None outstanding as of 12/28/2024 |
| Ownership guidelines | CEO 6x salary; CFO 6x; other exec levels 2x; Non-employee Directors 5x; applied company-wide (individual compliance not disclosed) |
| Anti-hedging/derivatives policy | Strong discouragement/prohibitions on short-term trading, short sales, and puts/calls/straddles; discourages margin purchases; blackout/trading windows set; pre-clearance required for director/executive trades |
Employment Terms (Additional)
- Term/renewal/non-compete/non-solicit/garden leave/post-termination consulting: not disclosed in the proxy excerpts; severance/CIC economics summarized above .
Investment Implications
- Pay-for-performance: The 2024 PSU tranche paid at maximum while the single-year EBITDA PSU paid zero, evidencing a balanced design with meaningful performance sensitivity; continued multi-year PSU tranches through 2027 maintain alignment with operational goals .
- Retention and selling pressure: Time-based RSUs vest 50,000 annually on early January dates, and multi-year PSUs create additional release points; combined with blackout/trading window controls and pre-clearance, this structure reduces opportunistic trading but may cluster potential insider selling around scheduled vest dates .
- Change-in-control economics: A 2.99x salary+bonus CIC multiple with 24 months COBRA as lump sum (rabbi trust) and 2.0x severance outside CIC (installments) are competitive but shareholder-friendly reforms (double trigger; no tax gross-ups; clawback) mitigate governance risk .
- Alignment via ownership: 18.9% beneficial ownership and large unvested base (500,000 RSUs at YE2024) indicate significant skin in the game; no options outstanding and an anti-hedging framework further align incentives with long-term TSR .
- Governance safeguards for dual role: Lead Independent Director, fully independent committees, and executive sessions at every meeting help balance the Executive Chairman + President dual role, supporting independent oversight of compensation and risk .