Barbara Cooperman
About Barbara J. Cooperman
Independent director of Research Solutions, Inc. (RSSS); age 70; appointed to the board on February 8, 2022. Former global CMO at Kroll (cybersecurity and risk consulting) and Kroll Ontrack (ediscovery/data recovery), with 12 years as Global CMO for LexisNexis and Elsevier at Reed Elsevier; recognized for brand strategy, M&A, crisis communications, and growth execution. Currently Chair of the Compensation Committee and member of the Nominating and Governance Committee; determined independent under Nasdaq rules. Attendance: all directors, including Ms. Cooperman, attended at least 75% of board and assigned committee meetings in FY2025; all directors attended the November 12, 2024 annual meeting.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Kroll (cybersecurity and risk consulting) | Global Chief Marketing Officer | Not disclosed; “most recently” before proxy date | Restored brand reputation post-bankruptcy; led GTM for high-growth cyber practice; managed crisis communications; contributed to successful sales (Kroll Ontrack in 2016; Kroll in 2018) at attractive valuations |
| Kroll Ontrack (ediscovery/data recovery) | Global Chief Marketing Officer | Not disclosed | See above outcomes tied to brand and transaction execution |
| Reed Elsevier (LexisNexis and Elsevier) | Global Chief Marketing Officer | 12 years | Board advisory experience; strategy, M&A, CSR; marketing and operating expertise |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Early-stage/private companies, nonprofits, industry associations | Director/board member | Not specifically named | 20+ years governance experience on these boards; no current public company directorships are listed for Ms. Cooperman in RSSS’s proxy |
Board Governance
- Board/committee structure FY2025: Board met 6 times; Audit 4; Compensation 6; Nominating & Governance 3. Each director then serving attended ≥75% of board and assigned committee meetings; all directors attended the November 12, 2024 annual meeting.
- Committee assignments: Compensation Committee (Chair: Cooperman); Nominating & Governance Committee (member: Cooperman). Audit Committee chaired by Kenneth L. Gayron.
- Independence: Board determined Ms. Cooperman is independent under Nasdaq rules; she serves on independent committees accordingly.
- Leadership: CEO/President Roy W. Olivier also serves as Chairman; John J. Regazzi serves as Lead Independent Director, with risk oversight allocated across committees.
- Trading/hedging/pledging policy: Amended and Restated Insider Trading Policy effective July 1, 2025 prohibits hedging and pledging; as of the proxy date, no executive officers or non-employee directors had engaged in hedging or pledging transactions.
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash (Director) | $18,000 | $27,000 |
Notes: Board discloses a standard structure of cash retainer plus equity (options) for non-employee directors.
Performance Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Warrant/Option awards (grant-date fair value) | $66,000 | $70,000 |
Performance metric framework for director pay: No performance metrics disclosed for director compensation; non-employee directors receive cash retainers and option awards—no ARR/EBITDA/TSR targets are tied to director compensation in the proxy.
Option holdings at June 30, 2025 (outstanding):
- Options to purchase: 38,767 shares @ $2.10; 50,000 shares @ $2.15; 33,333 shares @ $2.73; 16,666 shares @ $2.79.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Cooperman in RSSS’s proxy biography.
- Related-party transactions: Company reports none since July 1, 2024 meeting the SEC threshold (≥$120,000 or ≥1% of average total assets) involving directors/officers or their immediate family members.
Expertise & Qualifications
- Strategic and operating leadership across B2B/B2C; brand value creation; GTM strategy; M&A; corporate social responsibility; C-suite experience over 20+ years.
- Sector experience spans information services (LexisNexis/Elsevier) and cybersecurity/risk (Kroll/Kroll Ontrack).
Equity Ownership
| Measure (as of Sept 22, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 138,766; less than 1% of outstanding |
| Composition detail | Includes options exercisable within 60 days: 38,767 @ $2.10; 50,000 @ $2.15; 33,333 @ $2.73; 16,666 @ $2.79 (these option amounts sum to the beneficial ownership figure) |
| Hedging/Pledging | None disclosed for directors per policy and company statement |
| Ownership guidelines | Not disclosed in proxy |
Governance Assessment
-
Strengths
- Independent director; Chair of Compensation Committee and member of Nominating & Governance—positions central to pay, succession, and board refreshment.
- Engagement: ≥75% meeting attendance; board and committees are active (6/4/6/3 meetings in FY2025); all directors attended the 2024 annual meeting.
- No related-party transactions flagged; hedging/pledging prohibited with no such activity reported among directors; company has a Dodd-Frank compliant clawback policy (adopted Nov 14, 2023).
-
Alignment and compensation mix
- Director pay is a mix of cash and options; for FY2025 Ms. Cooperman received $27,000 cash and $70,000 in option awards (grant-date fair value).
- As of Sept 22, 2025, her beneficial ownership equals the sum of options exercisable within 60 days listed in the proxy, indicating equity exposure is currently option-based rather than direct common share holdings.
-
Watch items / potential investor considerations
- Beneficial ownership appears comprised of exercisable options rather than direct shareholdings as of the record date—investors may prefer additional direct share ownership for stronger “skin-in-the-game,” though compensation includes equity options and hedging/pledging is prohibited.
-
Compliance
- Section 16(a) compliance: Company notes all required filers complied in FY2025 except one late Form 4 by another director (Gen. McPeak); no exceptions were noted for Ms. Cooperman.