Kevin D. Miller
RCM TECHNOLOGIESAbout Kevin D. Miller
Kevin D. Miller is Chief Financial Officer, Treasurer, and Secretary of RCM Technologies, Inc. (“RCM”), serving in this role since October 2008; he is 59 years old, holds a B.S. in Accounting from the University of Delaware and an MBA in Finance from The Wharton School, and previously worked in Ernst & Young’s audit and corporate finance groups . Company performance under current leadership shows cumulative TSR of $807.32 on a fixed $100 investment in 2024 (vs. $1,011.85 in 2023 and $429.97 in 2022), Net Income of $13.3 million in 2024 (vs. $16.8 million in 2023 and $20.9 million in 2022), and Adjusted EBITDA of $25.9 million in 2024 (vs. $29.3 million in 2023 and $31.1 million in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RCM Technologies, Inc. | Senior Vice President | 1997–2008 | Senior finance/operator role preceding CFO appointment |
| Legg Mason Wood Walker, Incorporated | Associate, Corporate Finance | 1996–1997 | Sell-side corporate finance experience |
| Wharton Small Business Development Center | Business Consultant | 1995–1996 | Advisory work for small businesses |
| Ernst & Young LLP | Audit and Corporate Finance | Not disclosed | Foundation in audit and transaction advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legg Mason Wood Walker, Incorporated | Associate (Corporate Finance) | 1996–1997 | Capital markets and transaction exposure |
| Wharton Small Business Development Center | Business Consultant | 1995–1996 | Operational advisory to SMEs |
| Ernst & Young LLP | Audit and Corporate Finance | Not disclosed | Financial reporting and deal support |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $370,000 | $370,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus ($) | $0 | $0 |
| Stock Awards ($ grant-date fair value) | $0 | $0 |
| Non-Equity Incentive ($) | $0 | $0 |
| All Other Compensation ($) | $23,294 | $22,197 |
| Total Compensation ($) | $393,294 | $392,197 |
Key observations:
- Compensation is nearly 100% fixed cash for 2023–2024; no equity or variable incentives were awarded, which reduces pay-for-performance sensitivity for the CFO role .
- Perquisites are modest (primarily insurance premiums) and well below $10,000 threshold for additional personal benefits disclosure .
Performance Compensation
- No CFO-specific bonus plan, PSU/RSU grants, options, or disclosed performance metrics tied to Kevin Miller’s compensation for 2023–2024; the Summary Compensation Table shows $0 for bonus, stock awards, non‑equity incentives in both years .
- Company-level “Pay Versus Performance” identifies Adjusted EBITDA and Net Income as the most important performance measures linking compensation to outcomes (primarily for the PEO), but no CFO variable pay was disclosed for the period .
Company performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR ($ value of 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 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Beneficially Owned | 453,600 |
| Ownership as % of Shares Outstanding | 6.1% (based on 7,410,510 shares) |
| Vested vs. Unvested Shares | Not disclosed for Miller; outstanding unvested awards table lists only Vizi and Saks (no Kevin Miller line) |
| Options (Exercisable/Unexercisable) | None outstanding as of FY-end; no options listed for any NEO |
| Stock Ownership Guidelines (CFO) | 6.0x base salary multiple required |
| Indicative Ownership Value vs Guideline | Using $23.17 closing price on 12/27/2024, ownership value ≈ 453,600 × $23.17 = ~$10.5M vs guideline of 6 × $370,000 = $2.22M; result implies substantial excess vs guideline . |
| Pledging/Hedging | Insider Trading Policy disclosed; no specific pledging/hedging prohibitions detailed in proxy |
Notes:
- The absence of unvested equity and options suggests low near-term forced selling pressure tied to vesting events; however, ongoing liquidity decisions are not disclosed and would require Form 4 review for confirmation .
Employment Terms
| Provision | Non‑CIC Termination | Change‑in‑Control (CIC) Termination |
|---|---|---|
| Cash Severance Multiple | 1.5× (base salary + highest annual bonus in past 3 fiscal years) paid over 12 months | 2.0× (base salary + highest annual bonus in past 3 fiscal years) lump sum |
| COBRA/Benefits | 18 months of monthly COBRA premium reimbursement | Lump sum equal to 24 × monthly COBRA premium |
| Triggers | Involuntary termination without Cause, or Good Reason resignation; not related to CIC | Involuntary termination without Cause, death/disability within 3 months post‑CIC, Good Reason resignation; or resignation effective at the end of the 3‑month period following CIC (special provision for Miller) |
| Rabbi Trust | Company to fund irrevocable rabbi trust upon CIC for amounts due | |
| Clawback | Company adopted incentive payment clawback policy; awards under Omnibus plans subject to clawback per Nasdaq requirements |
Additional governance on incentives:
- Future employment agreements require double‑trigger CIC payments; tax gross‑ups prohibited; clawback policy adopted .
Investment Implications
- Alignment: Miller holds 6.1% of RCM’s common stock, materially exceeding CFO ownership guideline of 6× salary—this is strong “skin‑in‑the‑game,” and with no unvested equity or options, near-term vesting‑driven selling pressure appears limited .
- Pay-for-Performance: CFO compensation for 2023–2024 was predominantly fixed cash with no variable or equity components, which dampens direct incentive linkage to company performance; however, high personal ownership provides indirect alignment with TSR and profitability .
- Retention/Transaction Dynamics: CIC economics of 2.0× salary+bonus and 24 months of COBRA in a lump sum, plus rabbi trust funding, create security in a sale scenario and could modestly reduce resistance to strategic transactions; special resignation eligibility at 3 months post‑CIC for Miller adds flexibility .
- Governance Risk Mitigants: Clawback policy and robust ownership guidelines support shareholder-friendly oversight; explicit prohibition of option/SAR repricing in the 2025 Plan further limits adverse incentive modifications .
Data sources: RCM Technologies, Inc. DEF 14A dated November 13, 2025 –.