Kenneth Gayron
About Kenneth L. Gayron
Kenneth L. Gayron (age 55) has served as an independent director of Research Solutions, Inc. since December 4, 2023. He is the CFO and EVP of Avid Technology; prior roles include Interim CEO/CFO at Numerex, CFO at Osmotica Pharmaceutical, VP Finance & Treasurer at Sensus, and Treasurer at Nuance Communications. He holds an MBA in finance from Cornell Johnson and a BS in finance from Boston College; RSSS’s board designates him an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Numerex Corp. | Interim CEO and CFO | Not disclosed | Led turnaround and merger with Sierra Wireless; delivered 15% shareholder return over two years |
| Osmotica Pharmaceutical Corp. | Chief Financial Officer | Not disclosed | Drove 300% improvement in profitability; helped create $300M enterprise value; led $650M strategic M&A exit |
| Sensus | VP Finance and Treasurer | Not disclosed | Finance leadership (data utility technology) |
| Nuance Communications | Treasurer | Not disclosed | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avid Technology | Chief Financial Officer & EVP | Current | Public tech/media software company; primary operating role |
| Education | MBA (Cornell Johnson); BS (Boston College) | — | Finance-focused academic credentials |
Board Governance
- Independence: Board determined Gayron is independent under Nasdaq rules; he is designated an audit committee financial expert (Item 407(d)(5)).
- Committee assignments: Audit Committee Chair; Compensation Committee Member.
- Meetings/attendance: FY2025—Board met 6 times, Audit 4, Compensation 6, Nominating 3; each director attended ≥75% of aggregate board and committee meetings; all directors attended the Nov 12, 2024 annual meeting.
- Shareholder support: 2025 annual meeting vote “FOR” for Gayron 17,710,590 with 223,125 withheld; Say-on-pay passed with 17,844,026 “FOR”; frequency vote favored annual (1 year) with 17,832,593 votes.
| Governance Element | Status |
|---|---|
| Audit Committee | Chair; Audit Committee financial expert |
| Compensation Committee | Member |
| Nominating & Governance | Not a member |
| Independence | Independent (Nasdaq) |
| Attendance | ≥75% board/committee meetings in FY2025 (per director group disclosure) |
Fixed Compensation
| Metric (Director) | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (USD) | $10,500 | $27,000 |
| Option awards grant-date fair value (USD) | $63,092 | $70,000 |
| Total (USD) | $73,592 | $97,000 |
Program context: In FY2025, non-employee directors received $27,000 cash plus options to purchase 50,000 shares; the Lead Independent Director received $46,500 and 60,000 options.
Performance Compensation
Directors at RSSS receive equity (stock options) without disclosed performance vesting; no director-specific performance metrics are tied to awards. However, the Compensation Committee oversees executive pay with explicit performance metrics—useful context for board effectiveness:
| CEO/CFO Annual Incentive Plan Metrics | FY 2025 Weight | FY 2026 Planned Weight |
|---|---|---|
| Net ARR growth vs plan | 37.5% | 47.5% |
| Adjusted EBITDA vs plan | 37.5% | 47.5% |
| Cash flow vs plan | 20% | — |
| Strategic goals (OKRs) | 5% | 5% |
| CRO Annual Incentive Plan Metrics | FY 2025 Weight | FY 2026 Planned Weight |
|---|---|---|
| Net ARR growth vs plan | 60% | 77% |
| Adjusted EBITDA vs plan | 20% | 11.5% |
| Strategic goals (OKRs) | 20% | 11.5% |
Long-Term Equity Bonus Plan (executives): Restricted stock vests at 30-day VWAP tiers $3.00 / $3.75 / $4.50 / $5.25 / $6.00 (20% each); first two tiers achieved.
Clawback: Compensation Recovery Policy adopted Nov 14, 2023 per Nasdaq/SEC (Section 10D); applies to Section 16 officers and others tied to restatements.
Other Directorships & Interlocks
| Company | Type | Role | Note |
|---|---|---|---|
| Additional public company boards | — | — | None disclosed in RSSS proxy biography for Gayron |
Related-party transactions: None >$120,000; none involving directors/officers since July 1, 2024.
Expertise & Qualifications
- Financial leadership across software and communications; audit committee financial expertise.
- Track record in turnarounds, M&A, profitability improvement (Numerex, Osmotica).
- Formal finance education (Cornell MBA; BC BS).
Equity Ownership
| Ownership Item | Value |
|---|---|
| Total beneficial ownership | 56,757 shares; <1% of outstanding |
| Percent of shares outstanding | <1% |
| Options included in beneficial ownership (exercisable within 60 days) | 31,864 @ $2.73; 16,666 @ $2.79 |
| Outstanding options (total awards) | 50,000 @ $2.79; 47,797 @ $2.73 |
| Pledging/hedging | None; company policy prohibits hedging/pledging and notes no prior director/executive transactions of this type |
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation; active committee involvement (Audit, Compensation); strong shareholder support (2025 re-election 17.7M “FOR”; high say-on-pay approval); no related-party transactions; clawback policy in place; anti-hedging/pledging policy.
- Alignment: Director compensation skewed toward equity (options) alongside modest cash retainer; beneficial ownership is low in absolute terms but policy discourages hedging/pledging.
- Engagement: Board and committees met regularly; group-level attendance ≥75%.
- Potential considerations: Significant external operating role (CFO & EVP at Avid Technology) may pose time-allocation considerations typical of dual-role directors; no conflict or interlock disclosed.
Investor signal: 2025 say-on-pay support (17.84M “FOR”) and annual frequency preference (17.83M “1 Year”) suggest broad confidence in compensation governance under committees chaired/overseen by independent directors including Gayron.