Swarna Srinivas Kakodkar
RCM TECHNOLOGIESAbout Swarna Srinivas Kakodkar
Independent director at RCM Technologies since 2019; age 42 in the 2025 proxy. She is a seasoned technology executive currently leading a product management organization at Google, with prior leadership roles at Amazon Web Services, Facebook, and AOL Platforms. She holds an MBA from Harvard Business School and a B.A. from Harvard College, and serves as Lead Independent Director on RCMT’s board, signaling strong independence and governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon Web Services | Led product and technical teams; launched services reaching millions of users | Not disclosed | Product leadership; scaled cloud services |
| Oversaw development of digital advertising products and global partnerships | Not disclosed | Ad product innovation; strategic partnerships | |
| AOL Platforms | Developed capital allocation strategies; managed M&A; built technology partnerships | Not disclosed | Corporate development; tech partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leads a product management organization | Current | Enterprise/developer/consumer software focus |
Board Governance
- Independence: The board determined that Swarna Srinivas Kakodkar is independent under NASDAQ rules .
- Board leadership: Designated Lead Independent Director by RCMT’s independent directors .
- Committee assignments and chair roles:
- Audit Committee: Member
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Attendance and engagement:
- Board held five meetings in FY 2024; each director attended at least 75% of Board and committee meetings .
- Executive sessions of independent directors held at each regularly scheduled Board meeting .
- All then-current directors attended the 2024 Annual Meeting .
| Committee | Role | Meeting Count (FY 2024) | Notes |
|---|---|---|---|
| Audit | Member | 4 | Reviews significant risk exposures; related-party transactions approval |
| Compensation | Chair | 1 | Determines officer compensation; administers equity plans |
| Nominating & Corporate Governance | Member | 1 | Oversees director nominations; annual self-evaluation |
Director Election Votes (Investor Confidence Signal)
| Meeting Date | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Dec 12, 2024 | 4,879,200 | 204,858 | 2,262 | 1,449,132 |
Fixed Compensation
- Compensation structure (effective Jan 1, 2018):
- Annual cash retainer: $45,000
- Chair fees: Compensation Committee Chair $10,000; Audit Chair $10,000; Nominating & Governance Chair $5,000
- No meeting fees
- Annual equity grant: $45,000 in RSUs with 1-year vesting; directors must retain shares upon vesting except sales to cover taxes, subject to ownership guidelines .
- FY 2024 actuals for Kakodkar:
- Cash fees: $55,000 (retainer + comp chair)
- Equity awards (RSUs): $45,000
- Total: $100,000 .
| Component | FY 2024 Amount (USD) |
|---|---|
| Annual cash retainer | $45,000 |
| Compensation Committee chair fee | $10,000 |
| Meeting fees | $0 |
| Annual equity grant (RSUs, 1-year vesting) | $45,000 |
| Total director compensation (FY 2024) | $100,000 |
Performance Compensation
- No performance-linked director compensation metrics disclosed; annual director equity awards are time-based RSUs with 1-year vesting .
| Equity Grant Type | Grant Date/Period | Fair Value | Vesting Terms | Unvested at FY-end |
|---|---|---|---|---|
| Annual RSUs (Director) | FY 2024 | $45,000 | 1-year vesting; retention policy applies | 1,944 RSUs outstanding as of Dec 28, 2024 |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Kakodkar in RCMT’s proxy .
- Compensation committee interlocks: None requiring disclosure since the beginning of the applicable year .
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Education: MBA, Harvard Business School; B.A., Harvard College .
- Technical/industry expertise: Digital marketing, financial modeling, enterprise software, new technology implementation, management and retention of diverse employee groups .
- Board-relevant qualifications: Experienced tech product leader; governance and compensation oversight as Lead Independent Director and Compensation Chair .
Equity Ownership
| Metric | Oct 25, 2024 | Nov 5, 2025 |
|---|---|---|
| Shares beneficially owned | 54,622 (includes 1,695 scheduled to vest 12/14/2024) | 56,566 (includes 1,944 scheduled to vest 12/12/2025) |
| Ownership % of shares outstanding | <1% | <1% |
| Unvested RSUs outstanding at fiscal year-end | 1,695 (Dec 30, 2023) | 1,944 (Dec 28, 2024) |
| Director equity retention guideline | Non-employee director required to retain shares upon vesting, subject to ownership guidelines | Non-employee director stock ownership guideline: 5.0x (company guideline) |
Governance Assessment
- Independence and leadership: Kakodkar’s status as an independent director, Lead Independent Director, and committee chair supports board effectiveness and investor confidence .
- Engagement: Documented attendance (≥75%) and participation across three key committees; independent director executive sessions at every Board meeting indicate robust oversight .
- Pay and alignment: Director compensation is modest and balanced (cash + time-based RSUs), with share retention requirements and strengthened stock ownership guidelines (non-employee director 5.0x) supporting alignment; the 2025 Omnibus Plan caps non-employee director awards at $100,000 per year, limiting pay inflation risk .
- Shareholder support: Strong election votes in 2024 annual meeting; say-on-pay for NEOs approved (context for overall governance sentiment) .
- Controls and conflicts: Related party transactions require Audit Committee pre-approval; no compensation committee interlocks or Item 404 relationships disclosed for committee members since the beginning of the year; clawback provisions apply to grants under the 2025 Plan .
Red Flags (none observed in filings)
- No pledging or hedging disclosed for directors; no related-party transactions involving directors disclosed; no meeting fees; no option repricing permitted under the 2025 Plan; robust minimum vesting and clawback features reduce governance risk .