Merrill McPeak
About Merrill McPeak
Gen. Merrill A. McPeak (age 89) has served as an independent director of Research Solutions, Inc. since November 5, 2010. He is President of McPeak and Associates (founded 1995) and previously served as Chief of Staff of the U.S. Air Force (1990–1994), advising the Secretary of Defense and the President and overseeing a workforce of over 850,000 across 1,300 locations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Chief of Staff | 1990–1994 | Senior officer; Joint Chiefs of Staff military advisor; responsible for organization, training, equipage of >850,000 personnel at 1,300 locations |
| ECC International Corp. | Chairman of the Board | Not disclosed | Led until acquisition by Cubic Corporation |
| Tektronix, Inc. | Director | Not disclosed | Long service on board (test and measurement company) |
| Trans World Airlines, Inc. | Director | Not disclosed | Long service on board |
| Iovance Biotherapeutics | Director (prior) | Not disclosed | Previously served as a director |
| Ethicspoint, Inc. | Founding investor, Director, Chairman | Not disclosed | SaaS provider of confidential employee reporting; acquired by PE at strong return |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McPeak and Associates | President | 1995–present | Founder; advisory firm |
Board Governance
- Independence: McPeak is an independent director under Nasdaq rules and serves on all three standing committees (Audit, Compensation, Nominating & Governance) .
- Committee assignments:
- Audit Committee member; committee chaired by Kenneth L. Gayron (audit committee financial expert) .
- Compensation Committee member; committee chaired by Barbara J. Cooperman .
- Nominating & Governance Committee member; committee chaired by Jeremy Murphy .
- Attendance: Board held six meetings in FY2025; each director then serving attended at least 75% of board and applicable committee meetings. All directors attended the November 12, 2024 Annual Meeting .
- Section 16 compliance: One late Form 4 filing by McPeak in FY2025 (reported one transaction) .
- Trading/hedging/pledging: Insider Trading Policy prohibits hedging and derivatives; as of the proxy date, no executive officers or non-employee directors have engaged in any hedging or pledging transactions .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees ($) | 18,000 | 27,000 |
| Option/Warrant awards ($) | 66,000 | 70,000 |
| Total ($) | 84,000 | 97,000 |
- Structure: Non-employee directors receive a combination of cash retainers and annual option grants; Lead Independent Director earns higher cash and option grants versus other directors .
Performance Compensation
| Category | Details |
|---|---|
| Director performance metrics | None disclosed for non-employee directors; compensation comprises cash retainer and options without disclosed performance conditions . |
Note: Company executive AIP metrics (net ARR growth, adjusted EBITDA, cash flow vs plan, OKRs) do not apply to director compensation .
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Conflict |
|---|---|---|
| ECC International Corp. | Prior Chairman | None disclosed with RSSS |
| Tektronix, Inc. | Prior Director | None disclosed with RSSS |
| Trans World Airlines, Inc. | Prior Director | None disclosed with RSSS |
| Iovance Biotherapeutics | Prior Director | None disclosed with RSSS |
| Ethicspoint, Inc. | Prior Chairman | None disclosed with RSSS |
- Related party transactions: None involving directors/officers since July 1, 2024 (threshold: lesser of $120,000 or 1% of average total assets for last two fiscal years) .
Expertise & Qualifications
- Leadership and governance: Former USAF Chief of Staff; extensive board experience at multiple public companies; chaired ECC International and Ethicspoint .
- Financial oversight: Member of Audit Committee; board has designated Gayron as audit committee financial expert; McPeak contributes financial sophistication per board’s determination .
- Strategic/operational experience: Oversight of very large organizations; governance at technology and aviation firms .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 934,607 |
| Ownership (% of outstanding) | 2.8% |
| Shares outstanding reference | 32,821,783 (record date: Sept 22, 2025) |
| Outstanding options (as of 6/30/2025) | 50,000 @ $2.79; 50,000 @ $2.73; 50,000 @ $2.15; 50,000 @ $2.10; 50,000 @ $2.13; 50,000 @ $3.13; 50,000 @ $2.40; 75,000 @ $1.20; 75,000 @ $1.05; 75,000 @ $0.70 |
| Hedging/pledging | None to date per policy disclosure |
Insider Trades & Compliance
| Fiscal Year | Item | Detail |
|---|---|---|
| FY 2025 | Late Section 16 filing | McPeak failed to timely file one Form 4 reporting one transaction |
Governance Assessment
- Strengths: Independent status; broad oversight via membership on all committees; consistent meeting attendance; substantial personal stake (2.8% beneficial ownership), aligning director interests with shareholders .
- Pay mix: Option-heavy director compensation supports shareholder alignment with equity upside; cash retainer is modest and rose moderately YoY, suggesting measured pay practices .
- Red flags and monitoring:
- Section 16 late Form 4: Minor compliance lapse; monitor future timeliness (RED FLAG) .
- Board refreshment: Tenure since 2010 indicates longevity; while experience is valuable, periodic refreshment and skill mix review are advisable to sustain board effectiveness .
- Option concentration: Options can incentivize risk-taking; ensure committee oversight on equity award structures for directors continues to avoid misalignment with long-term stability .
- Conflicts/related-party: No related-party transactions disclosed; hedging/pledging prohibited and none disclosed, reducing alignment concerns .