Roy Olivier
About Roy Olivier
Roy W. Olivier, age 66, is Chairman, President, and CEO of Research Solutions, Inc. (RSSS); he joined the board in January 2018, became Interim CEO on March 29, 2021, permanent CEO on October 4, 2021, and was appointed Chairman on September 16, 2025 . Under his leadership, FY2025 platform revenue grew 36% to $19.0M, ARR rose 20% to $20.9M, total revenue increased 10% to $49.1M, adjusted EBITDA reached a record $5.3M, and net income was $1.3M vs. a prior year loss, while the three-year TSR proxy metric improved from $71.33 (2023) to $93.01 (2024) and $100.35 (2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ARI Network Services | Chief Executive Officer | — | Grew headcount from <80 to >1,200; increased revenue from <$15M to >$100M via organic growth and acquisitions |
| ProQuest Media Solutions (now Snap-on Inc.) | VP of Sales and Marketing | — | Led sales/marketing in information services; foundation for B2B SaaS GTM |
| Multicom Publishing | Executive/Senior Management | — | Leadership across telecom/computer industries |
| Tandy Corporation | Executive/Senior Management | — | Operating leadership in technology retail/solutions |
| BusinessLand | Executive/Senior Management | — | Senior roles in enterprise computing |
| PacTel | Executive/Senior Management | — | Senior roles in telecommunications |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $400,000 | $400,000 | $420,833 |
| Annual Bonus Paid | $105,600 | $188,600 | $198,956 |
| Stock Awards (Grant-date fair value) | $857,000 | — | — |
| All Other Compensation | $17,734 | $19,215 | $21,200 |
| Total Compensation | $1,380,334 | $607,815 | $640,989 |
| Employment Agreement (Oct 4, 2024) | Terms |
|---|---|
| Base salary | At least $425,000 per year; subject to board review/adjustment |
| Bonus eligibility | Participation in executive bonus plan; board-determined |
| Salary allocation to director duties | None (no portion allocated to director role) |
Performance Compensation
| AIP Metric Design (CEO/CFO) | FY 2025 Weighting | FY 2026 Weighting | Payout Basis |
|---|---|---|---|
| Net ARR Growth vs Plan | 37.5% | 47.5% | Company net ARR vs plan |
| Adjusted EBITDA vs Plan | 37.5% | 47.5% | Company Adjusted EBITDA vs plan |
| Cash Flow vs Plan | 20% | — | Operating cash flow vs plan |
| Strategic OKRs | 5% | 5% | Board-approved OKRs |
| Long-Term Equity Bonus Plan (LTEBP) | Vesting Tier (30-day VWAP) | Vesting % | Status |
|---|---|---|---|
| Tier 1 | $3.00 | 20% | Achieved |
| Tier 2 | $3.75 | 20% | Achieved |
| Tier 3 | $4.50 | 20% | Pending |
| Tier 4 | $5.25 | 20% | Pending |
| Tier 5 | $6.00 | 20% | Pending |
Notes: The LTEBP uses market-based vesting tied to share-price VWAP tiers; awards vest pro-rata 20% per tier, aligning equity realization to market value creation . Company results in FY2025: ARR $20.9M (+20% YoY), Adjusted EBITDA $5.3M (record), operating cash flow $7.0M (record), supporting AIP metric attainment context .
Equity Ownership & Alignment
| Beneficial Ownership (as of Sept 22, 2025) | Shares | % Outstanding |
|---|---|---|
| Roy W. Olivier | 756,825 | 2.3% |
| Ownership Detail | Amount |
|---|---|
| Options exercisable | 50,000 @ $2.40 exp 11/13/2028; 50,000 @ $3.13 exp 11/12/2029; 50,000 @ $2.13 exp 11/17/2030 (all exercisable) |
| Unvested restricted stock | 300,000 (LTEBP grant dated 10/31/2022; fair value reference $384,000) |
| Hedging/pledging | Insider Trading Policy prohibits hedging; as of proxy date none engaged in hedging or pledging |
| Stock ownership guidelines | Not disclosed in filings |
Company share repurchase program facilitating tax-withholding for vested equity reduced open-market selling pressure (310,330 shares repurchased from employees in FY2025 at ~$3.01 average, authorization increased to $1.5M) .
Employment Terms
| Term | Detail |
|---|---|
| Start/role | Interim CEO 3/29/2021; CEO 10/4/2021; Chairman 9/16/2025 |
| Agreement | At-will; indefinite period (executed 10/4/2024) |
| Non-solicit | 2 years post-employment (customers and employees) |
| Confidentiality/IP | Confidentiality restrictions; IP assignment to company for inventions during employment |
| Severance (without cause) | 18 months base salary continuation; continuation of health/welfare benefits for 18 months; pro-rata bonus for year of termination; accrued but unpaid bonus if termination occurs between July 1 and Sept 15 |
| Change-of-control | Specific CEO change-of-control acceleration terms not disclosed (CRO terms are disclosed separately) |
Board Governance
| Board Service | Detail |
|---|---|
| Director since | January 2018 |
| Chairman | Effective September 16, 2025 |
| Committees | CEO/Chair not listed on Audit, Compensation, or Nominating & Governance Committees |
| Board leadership | Lead Independent Director (John J. Regazzi) with CEO/President/Chairman structure to balance governance |
| Independence | Olivier is not independent; five other directors are independent under Nasdaq rules |
| Meetings/attendance | Board held 6 meetings in FY2025; each director attended ≥75% of board and committee meetings; all directors attended 2024 Annual Meeting |
Dual-role implications: Combining CEO and Chairman is mitigated by a designated Lead Independent Director and fully independent Audit, Compensation, and Nominating & Governance Committees overseeing risk, pay, and director independence .
Director Compensation
- No portion of Mr. Olivier’s salary is allocated to his director duties (director compensation applies to non-employee directors only) .
Say-On-Pay & Shareholder Feedback
| Matter (Nov 12, 2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (executive compensation) | 17,844,026 | 26,733 | 62,956 | 6,939,373 |
| Frequency of Say-on-Pay | 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|---|
| Result | 17,832,593 | 1,557 | 78,131 | 21,434 |
Risk Indicators & Red Flags
- Clawback policy (effective Nov 14, 2023) covering Section 16 officers; recovery in event of required restatements; administered by Compensation Committee .
- Hedging/pledging prohibited; none engaged in such transactions as of proxy date .
- Legal proceedings: none material disclosed (routine matters only) .
- Section 16 compliance: no issues reported for Olivier in FY2025 .
- Equity award repricing/modification: no repricing noted; LTEBP is market-based vesting tied to VWAP tiers .
Outstanding Equity Awards (as of June 30, 2025)
| Award Type | Quantity | Key Terms | Valuation/Notes |
|---|---|---|---|
| Stock Options | 50,000 | $2.40 strike; exp 11/13/2028 (exercisable) | — |
| Stock Options | 50,000 | $3.13 strike; exp 11/12/2029 (exercisable) | — |
| Stock Options | 50,000 | $2.13 strike; exp 11/17/2030 (exercisable) | — |
| Restricted Stock (unvested) | 300,000 | LTEBP grant dated 10/31/2022; market-based vesting on VWAP tiers | Fair value reference $384,000 (Monte Carlo) |
Performance & Track Record
- FY2025 operating momentum: total revenue $49.1M (+10%), platform revenue $19.0M (+36%), ARR $20.9M (+20%), adjusted EBITDA $5.3M (record), net income $1.3M vs. FY2024 loss, operating cash flow $7.0M (record) .
- Strategic execution: AI integration via Scite acquisition; earnout structure adjusted to reduce dilution; emphasis on Rule of 40 with growth bias .
Compensation Structure Analysis
- Increased at-risk pay: CEO bonus structure is predominantly tied to measurable performance (ARR, Adjusted EBITDA, cash flow, OKRs); LTEBP equity vests only upon share-price VWAP milestones, reinforcing pay-for-performance .
- Shift toward market-based RS vs. options: Large LTEBP RS grants with market vesting signal confidence in stock-price driven value creation; CEO retains legacy options (fully exercisable), but recent awards emphasize RS with price triggers .
- Discretion: No evidence of discretionary bonuses overriding missed targets; bonus design disclosed by metric weightings .
- Clawback adoption: Post-SEC rule implementation, clawback covers incentive compensation and restatements (alignment with shareholder protection) .
Investment Implications
- Alignment: Olivier’s material unvested RS under a market-based plan and option holdings align his incentives with TSR; hedging/pledging prohibitions further reduce misalignment risk .
- Performance-driven pay: AIP weights focused on ARR and Adjusted EBITDA support sustainable growth and profitability, consistent with FY2025 execution (record EBITDA and cash flow) .
- Insider selling pressure: Two LTEBP price tiers have vested; company’s tax-withholding repurchase program likely moderates open-market selling from vesting events .
- Governance: CEO-Chair dual role balanced by a Lead Independent Director and independent committees; board attendance robust; strong say-on-pay support implies investor confidence in compensation practices .
- Retention economics: 18-month salary and benefits severance for CEO (no explicit change-of-control acceleration disclosed) provides stability without excessive parachute risk .