Chigozie O. Amadi
RCM TECHNOLOGIESAbout Chigozie O. Amadi
Chigozie O. Amadi, age 41, has served as an independent director of RCM Technologies since 2022 and is the Chair of the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He is currently Chief Financial Officer of The Siegel Group (since October 2019), and holds a J.D. from Loyola Law School and a B.A. from the University of Pennsylvania; he is an active member of the California Bar . The Board has determined Mr. Amadi is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Siegel Group | Director of Real Estate Investments (prior role) | Not disclosed | Real estate investments; prior to CFO position |
| Wells Fargo & Company | Lender to REITs and private real estate firms | Not disclosed | Provided secured and unsecured financing to REITs and private real estate firms |
External Roles
| Organization | Role | Tenure | Scope/Responsibilities |
|---|---|---|---|
| The Siegel Group | Chief Financial Officer | Since October 2019 | Leads accounting, finance, payroll, acquisitions, and dispositions |
Board Governance
- Independence: The Board determined that Mr. Amadi (and two other directors) are independent under Nasdaq rules .
- Audit committee financial expert: Mr. Amadi is designated as the Audit Committee financial expert under Item 407(d)(5) of Regulation S‑K .
- Board leadership: RCM has an Executive Chairman & President (Bradley S. Vizi), with a Lead Independent Director (Swarna Srinivas Kakodkar) presiding over executive sessions at every regularly scheduled Board meeting .
- Board activity and attendance: The Board held five meetings in fiscal year ended December 28, 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role (Amadi) | FY2024 Meetings | Key Duties |
|---|---|---|---|
| Audit Committee | Chair | 4 | Reviews financial/accounting practices; appoints independent auditors; reviews/approves related party transactions |
| Compensation Committee | Member | 1 | Determines officer/employee compensation; administers stock plans |
| Nominating & Corporate Governance Committee | Member | 1 | Oversees director nominations and annual Board self‑evaluation |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Non‑employee director cash retainer; no meeting fees |
| Audit Committee Chair retainer | $10,000 | Additional annual retainer for Audit Chair |
| Total cash (FY2024 reported) | $55,000 | As reported for Mr. Amadi in the Non‑Employee Director Compensation Table for FY2024 |
| Other committee fees | $0 | “No other committee fees, for service or for meetings” |
Performance Compensation
| Grant Type | FY2024 Grant Value (USD) | Vesting | Outstanding Unvested | Other Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | $45,000 | 1‑year vesting | 1,944 units outstanding as of 12/28/2024 | Subject to acceleration upon change in control or separation (per December 2017 RSU terms); post‑vest retention except to cover taxes, until ownership guidelines met |
No performance‑conditioned equity (e.g., PSUs) is disclosed for directors; equity is in the form of time‑based RSUs .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | The proxy biography for Mr. Amadi does not list other public company directorships |
- Compensation Committee interlocks: The company disclosed no compensation committee interlocks requiring disclosure for 2024; committee members (including Mr. Amadi) were not officers or employees of RCM during 2024 .
Expertise & Qualifications
- CFO/operator with multi‑company financial oversight and audit supervision experience; legal training and California Bar membership .
- Audit Committee financial expert designation, evidencing strong financial reporting oversight capability .
- Education: J.D., Loyola Law School; B.A., University of Pennsylvania .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Outstanding | Included Unvested Shares | Vesting Date | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Nov 5, 2025 | 13,246 | <1% | 1,944 | Dec 12, 2025 | 7,410,510 shares outstanding |
- Ownership alignment mechanisms: Non‑employee directors have a 5.0× stock ownership guideline; directors must retain shares delivered upon RSU vesting (except sales to cover taxes) unless in compliance with ownership guidelines .
Governance Assessment
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Strengths:
- Independent Audit Chair with “financial expert” designation overseeing four audit meetings in FY2024 and signing the Audit Committee report with other independent directors .
- Board holds executive sessions at every regularly scheduled meeting under a Lead Independent Director, supporting independent oversight amid a non‑independent Executive Chairman structure .
- Director pay structure is balanced between cash and time‑based equity with post‑vest retention and a robust 5.0× ownership guideline, aligning director incentives with shareholders; no meeting fees or other committee fees reduce risk of per‑meeting incentives .
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Watch‑items for investors:
- The Compensation and Nominating committees each met once in FY2024 (vs. four Audit meetings), a cadence that investors may scrutinize given evolving governance and pay oversight expectations .
- Beneficial ownership stake is relatively small in absolute terms (13,246 shares; <1%), though policy‑driven ownership and RSU retention requirements aim to increase alignment over time .
- Related‑party transactions are within the Audit Committee’s remit to review/approve; no such transactions involving Mr. Amadi are described in the sections reviewed here, but ongoing monitoring remains appropriate .