Michael Saks
RCM TECHNOLOGIESAbout Michael Saks
Division President, Health Care Services at RCM Technologies since June 2018, age 69 (2025 proxy), with 31+ years of executive management, sales and recruiting experience. He holds a B.S. in Accounting and Finance from Fairleigh Dickinson University and previously served as Senior VP/GM (2007–2018) and VP/GM (1994–2007) of RCM’s Health Care Services division . Company performance during his recent tenure: Net Income of $20.9M (2022), $16.8M (2023), $13.3M (2024) and Adjusted EBITDA of $31.1M (2022), $29.3M (2023), $25.9M (2024); cumulative TSR of $429.97 (2022), $1,011.85 (2023), $807.32 (2024) based on a fixed $100 investment baseline .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RCM Technologies | Division President, Health Care Services | Jun 2018 – Present | Leads Health Care Services division |
| RCM Technologies | Senior Vice President & GM, Health Care Services | May 2007 – Jun 2018 | Leadership of HCS operations |
| RCM Technologies | Vice President & GM, Health Care Services | Jan 1994 – May 2007 | Leadership of HCS operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MS Executive Resources | Corporate executive | Not disclosed | Prior to joining RCM |
| MA Management | Corporate executive | Not disclosed | Prior to joining RCM |
| Group 4 Executive Search | Corporate executive | Not disclosed | Prior to joining RCM |
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD Thousands) | $20,889 | $16,831 | $13,327 |
| Adjusted EBITDA ($USD Thousands) | $31,114 | $29,257 | $25,855 |
| TSR (Value of $100 Investment) | $429.97 | $1,011.85 | $807.32 |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $285,000 | $300,000 | $300,000 |
| All Other Compensation ($) | $15,021 | $15,607 | $14,896 |
Notes:
- “All Other Compensation” primarily insurance premiums; personal benefits did not exceed $10,000 for any individual in any year .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $345,000 (Healthcare NOI plan; $25,000 elected in immediately vested stock) | $0 | $0 |
| Stock Awards ($, grant-date fair value) | $70,900 (10,000 RSUs, granted Feb 2022) | $75,013 (4,179 RSUs, granted Jun 2023) | $75,000 (2,668 RSUs, granted Jan 2024) |
2022 Annual Incentive (Detailed)
| Metric | Weighting | Target | Maximum | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Net Operating Income (Healthcare) | Not disclosed | $85,000 | $345,000 | $345,000 (paid Mar 2023; $25,000 taken as immediately vested stock) | Cash (immediate); $25,000 in stock |
Equity Awards & Vesting Schedule (Saks-specific)
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 23, 2024 | RSUs | 2,668 | $75,000 (proxy) ; 8-K reported $80,000 | Cliff vest on Jan 23, 2029 |
| Jun 23, 2023 | RSUs | 4,179 | $75,000 | 5 equal annual tranches each January 2024–2028 |
| Feb 28, 2022 | RSUs | 10,000 | $70,900 | Vest Feb 2027 |
| Aug 2020 | RSUs | 10,000 | $15,500 | Vest Aug 2023 |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % of Shares Outstanding |
|---|---|---|
| Nov 5, 2025 | 94,372 | 1.3% |
| Oct 25, 2024 | 107,519 | 1.4% |
| Oct 27, 2023 | 125,236 | 1.6% |
| Fiscal Year-End | Unvested RSUs (Shares) | Market Value of Unvested ($) | Pricing Basis |
|---|---|---|---|
| Dec 28, 2024 | 16,011 | $370,975 | $23.17 close on Dec 27, 2024 |
| Dec 30, 2023 | 14,179 | $411,758 | $29.04 close on Dec 29, 2023 |
| Dec 31, 2022 | 20,000 | $246,800 | $12.34 close on Dec 30, 2022 |
Additional alignment policies:
- Robust stock ownership guidelines adopted; multiples: CEO 6x, CFO 6x, Exec VP 2x, Group SVP 2x, Senior VP 2x, Non-Employee Director 5x base salary (applies “where covered”) .
- Insider Trading Policy governs transactions; filed as Exhibit 19 to 10-K .
- No options outstanding for Named Executive Officers as of 2022–2024 year-ends .
- Shares pledged as collateral: Not disclosed.
Employment Terms
| Plan/Agreement | Coverage | Key Economics | Triggers/Terms |
|---|---|---|---|
| Change in Control Plan for Selected Executive Management (CIC Plan) | Michael Saks (senior management; excludes Vizi/Miller) | If employed on date of CIC: immediate full vesting of all outstanding equity awards; Committee may approve pro-rated annual bonus (for asset sales) and/or discretionary bonus, paid lump sum | Designated Severance Period = 18 months; if terminated without Cause or resigns for Good Reason during DSP post-CIC, salary continuation for remainder of DSP; severance discontinued if Cause; estate receives remaining on death |
| Potential CIC followed by CIC within 6 months | Covered employee terminated without Cause during Potential CIC; CIC occurs within 6 months | Salary continuation through DSP (18 months for Saks) if release not revoked | Requires execution (and non-revocation) of release; stops if Cause determined |
| Clawbacks & gross-ups | Policy adopted; grants subject to clawback; tax gross-ups prohibited in future agreements |
Estimated payout illustration (from 2023 proxy):
| Scenario (as of 2022 plan terms) | Cash Severance ($) | Time-Based Equity ($) | Performance-Based Equity ($) | Continuation of Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | $0 | $246,800 | $0 | $0 | $246,800 |
| Involuntary Termination Without Cause | $0 | $123,400 | $0 | $0 | $123,400 |
| Change in Control | $427,500 (≈18 months of $285k salary) | $246,800 | $0 | $0 | $674,300 |
Compensation Structure Analysis
- Mix shift toward time-based RSUs and away from annual cash incentives: Saks received a sizable cash incentive tied to Healthcare NOI for FY 2022 ($345,000; with $25,000 taken as stock) but recorded no non-equity incentive compensation in FY 2023–2024; RSU grants continued in 2023 and 2024 ($75,013 and $75,000 grant-date fair values, respectively) .
- No tax gross-ups; clawback policy, double-trigger approach for change-in-control benefits (CIC plan uses employment status and DSP rules) .
Risk Indicators & Red Flags
- Repricing of options: Prohibited under equity plans; no options outstanding for NEOs .
- Hedging/pledging: Insider Trading Policy disclosed, but specific hedging/pledging restrictions not detailed in proxies; no pledging disclosure for Saks .
- Related party transactions: Policy requires Audit Committee pre-approval; no Saks-specific related party transactions disclosed .
Investment Implications
- Alignment: Material personal ownership (94,372 shares as of Nov 2025, 1.3% of outstanding) and meaningful unvested RSUs (16,011 as of FY 2024) create retention and performance alignment, with immediate vesting of equity under CIC potentially reducing post-transaction selling pressure if separation occurs .
- Near-term selling/vesting: Scheduled RSU tranches each January through 2028 (4,179 grant) and a cliff vest in January 2029 (2,668 grant) imply periodic supply from insider vesting events; monitor Form 4 activity around those dates for selling pressure signals .
- Pay-for-performance: Historic 2022 cash incentive tied to Healthcare NOI underscores operating leverage in the segment; absence of 2023–2024 cash incentives suggests tighter performance gating or strategic shift to equity-heavy incentives as company-wide Net Income and Adjusted EBITDA moderated during 2023–2024 .
- Change-in-control economics: Equity accelerates and salary continues for 18 months under qualifying separations, implying balanced retention versus transaction optionality; for modeling outcomes, use the 2023 proxy scenario table for magnitude calibration ($674k total under CIC scenario for Saks) .