John Regazzi
About John J. Regazzi
Lead Independent Director of Research Solutions, Inc. (RSSS). Age 77 as of September 22, 2025; appointed to the Board on June 22, 2015. He served as Chairman of the Board from 2015–2021, Lead Independent Director 2021–2023, Chairman 2023–2025, and was redesignated Lead Independent Director effective September 16, 2025. An information services and IT industry innovator, he is Managing Director at Akoya Capital Partners and a professor at Long Island University; prior roles include CEO of Elsevier Inc. and Managing Director at Reed Elsevier. He holds a B.S. (St. John’s), M.A. (Iowa), M.S. (Columbia), and Ph.D. in Information Science (Rutgers) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elsevier Inc. | Chief Executive Officer | Not disclosed | Oversaw expansive electronic publishing portfolio with revenues >$1B; launched/managed Engineering Village, ScienceDirect, Scirus, Scopus |
| Reed Elsevier (NYSE-listed) | Managing Director | Not disclosed | Led electronic publishing portfolio; program staff ~3,000; >$1B revenues |
| Engineering Information | Chief Executive Officer | Not disclosed | Turnaround prior to acquisition by Reed Elsevier |
| National Technical Information Service (U.S. Dept. of Commerce) | Chairman of the Board | Not disclosed | Governance leadership of federal information service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Akoya Capital Partners | Managing Director; Professional Information Services Sector Leader | Current | Sector-focused private investment firm |
| Long Island University | Professor (College of Education, Information and Technology); former Dean (College of Information and Computer Science) | Professor since 2005 | Academic leadership and teaching |
| British Standards Institution Group | Director (past) | Past | Corporate/industry board service |
| American Institute of Physics | Director (past) | Past | Industry association governance |
| DiSTI (Akoya portfolio) | Chairman | Past (per 2025 proxy) | Portfolio company oversight |
| Convergered Security Solutions (CSS) (Akoya portfolio) | Chairman | Past (per 2025 proxy) | Portfolio company oversight |
Board Governance
- Structure and independence: Regazzi serves as Lead Independent Director; the Board determined he is independent under Nasdaq rules. He is a member of the Audit, Compensation, and Nominating & Governance Committees. Audit Chair: Kenneth L. Gayron; Compensation Chair: Barbara J. Cooperman; Nominating & Governance Chair: Jeremy Murphy .
- Risk oversight: The Board oversees liquidity/operations risks; Audit oversees financial risks; Compensation oversees comp-related risks; Nominating & Governance oversees director independence/conflicts. Separation of LID and CEO/Chair roles highlighted as governance strength .
- Meetings and attendance (FY ended June 30, 2025): Board met 6 times; Audit 4; Compensation 6; Nominating & Governance 3. Each director attended at least 75% of aggregate Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Shareholder voting signals (2025 Annual Meeting, Nov 12, 2025): Director election support for Regazzi: For 17,517,035; Withheld 416,680. Say‑on‑Pay advisory vote: For 17,844,026; Against 26,733; Abstain 62,956; Broker non‑votes 6,939,373—indicating strong support for compensation program .
Director Election (2025) – Selected Results
| Nominee | For | Withheld |
|---|---|---|
| John J. Regazzi | 17,517,035 | 416,680 |
Committee Assignments
| Committee | Members | Chair |
|---|---|---|
| Audit | Gayron; Regazzi; Murphy; Gen. McPeak | Kenneth L. Gayron (Audit Committee Financial Expert) |
| Compensation | Cooperman; Regazzi; Gayron; Gen. McPeak | Barbara J. Cooperman |
| Nominating & Governance | Murphy; Regazzi; Gen. McPeak; Cooperman | Jeremy Murphy |
Fixed Compensation
| Fiscal Year | Role | Cash Fees ($) | Notes |
|---|---|---|---|
| 2025 | Lead Independent Director | 46,500 | LID retainer higher than other non‑employee directors |
| 2024 | Lead Independent Director | 36,000 | LID retainer |
| 2023 | Lead Independent Director | 36,000 | LID retainer |
Performance Compensation
| Fiscal Year | Instrument | Grant Size (shares) | Grant/Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| 2025 | Stock options | 60,000 | 84,000 | Not disclosed in proxy for director awards |
| 2024 | Stock options | 50,000 | 66,000 | Not disclosed |
| 2023 | Stock options | 50,000 | 55,500 | Not disclosed |
Compensation mix signal: Director pay is a combination of cash retainer and at‑risk equity via options; LID premium increased in FY25 (cash from $36k to $46.5k; option grant from 50k to 60k), modestly increasing equity leverage and alignment .
Other Directorships & Interlocks
| Company/Organization | Relationship to RSSS | Potential Interlock/Conflict Assessment |
|---|---|---|
| Akoya Capital Partners (Managing Director) | Private equity owner of portfolio companies (DiSTI, CSS) historically chaired by Regazzi | Company discloses no related person transactions since July 1, 2024; Board affirms independence; N&G Committee monitors conflicts . |
| British Standards Institution Group; American Institute of Physics | Unrelated external boards | No related‑party exposure disclosed . |
Expertise & Qualifications
- Technology and information services domain expertise; launched/managing major information platforms (ScienceDirect, Scopus, etc.) .
- Governance leadership as prior Chairman and current LID at RSSS; committee service across Audit, Compensation, N&G .
- Academic credentials include Ph.D. in Information Science (Rutgers) and professorship at LIU since 2005 .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 1,196,833 (3.5% of outstanding) |
| Shares outstanding (as of Sept 22, 2025) | 32,821,783 |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging; none of the non‑employee directors have engaged in such transactions as of the proxy date |
Options Outstanding (as of June 30, 2025)
| Strike Price ($/sh) | Options Outstanding (shares) |
|---|---|
| 0.70 | 150,000 |
| 1.05 | 150,000 |
| 1.20 | 150,000 |
| 2.10 | 100,000 |
| 2.13 | 100,000 |
| 2.15 | 50,000 |
| 2.40 | 100,000 |
| 2.73 | 50,000 |
| 2.79 | 60,000 |
| 3.13 | 100,000 |
Note: Beneficial ownership includes shares a person has the right to acquire within 60 days; the proxy does not break out exercisable vs. unexercisable for directors; no pledging or hedging disclosed .
Governance Assessment
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Strengths
- Independent Lead Director with extensive sector expertise and deep prior CEO/MD experience; robust committee coverage across Audit, Compensation, and N&G .
- Strong shareholder support: Regazzi received 17,517,035 “For” votes vs. 416,680 withheld; Say‑on‑Pay received 17,844,026 “For” (dominant support) .
- No related‑party transactions since July 1, 2024; N&G committee monitors conflicts; strict hedging/pledging prohibitions and reported non‑use by directors .
- Board structure separates LID and CEO/Chair roles; explicit risk oversight delineation across committees .
-
Watch items
- Director option overhang is sizable (aggregate outstanding options across many strikes); while it aligns incentives, it can amplify risk preference and shareholder dilution if exercised at scale .
- Attendance disclosure is “≥75%” threshold rather than exact rates; no red flag indicated, but limited transparency vs. best practice of disclosing exact attendance percentages .
-
Summary: On balance, Regazzi’s profile supports investor confidence—independence, seasoned governance experience, strong shareholder voting outcomes, and no related‑party exposures. Equity‑heavy director compensation and large legacy option holdings merit monitoring for dilution and risk‑taking incentives, though current policy guardrails (hedging/pledging ban) are in place .