William Nurthen
About William Nurthen
William Nurthen (age 52) has served as Chief Financial Officer and Secretary of Research Solutions, Inc. since October 4, 2021. He holds an MBA from Northwestern University’s Kellogg School of Management and a BBA from the University of Notre Dame . During his tenure, company performance improved with FY 2025 revenue up 9.9% year-over-year to $49.06M, net income turning positive to $1.27M, and Adjusted EBITDA rising 135% to $5.27M . Total shareholder return (TSR) (indexed to $100 at 2022 start) increased to $100.35 by FY 2025, from $93.01 in FY 2024, $71.33 in FY 2023, and $62.24 in FY 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endeavor Business Media | Chief Financial Officer | Prior to Oct 2021 | CFO leadership in B2B media publisher |
| ARI Network Services, Inc. (Nasdaq) | Chief Financial Officer | Prior to Oct 2021 | CFO leadership at SaaS marketing company |
| Various (investment banking, biotechnology, IT) | CFO roles | Prior to Oct 2021 | Multi-industry finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Company Performance Context (during Nurthen’s tenure)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($USD) | $44.62M | $49.06M |
| Total Gross Profit ($USD) | $19.64M | $24.20M |
| Net Income (Loss) ($USD) | $(3.79)M | $1.27M |
| Adjusted EBITDA ($USD) | $2.24M | $5.27M |
| TSR Index Value (Base=$100 at period start) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Value of $100 Investment | $62.24 | $71.33 | $93.01 | $100.35 |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($USD) | $333,333 | $354,167 |
| Bonus ($USD) | $155,875 | $140,324 |
| Stock Awards ($USD, grant-date fair value) | $111,200 (50,000 RS) | — |
| All Other Compensation ($USD) | $19,082 | $22,773 |
| Total ($USD) | $619,490 | $517,264 |
Notes:
- The executive employment agreement provides an initial base salary of $284,000 with annual review by CEO and Compensation Committee . Actual salary levels are reflected above .
Performance Compensation
| Metric | Weighting (FY 2025) | Weighting (FY 2026 plan) | Target | Actual | Payout | Vesting / Mechanics |
|---|---|---|---|---|---|---|
| Net ARR Growth vs plan | 37.5% | 47.5% | Not disclosed | Not disclosed | Included in annual bonus | Annual bonus payout weighting |
| Adjusted EBITDA vs plan | 37.5% | 47.5% | Not disclosed | Not disclosed | Included in annual bonus | Annual bonus payout weighting |
| Cash Flow vs plan | 20% | — | Not disclosed | Not disclosed | Included in annual bonus | Annual bonus payout weighting |
| Strategic Goals (OKRs) | 5% | 5% | Not disclosed | Not disclosed | Included in annual bonus | Annual bonus payout weighting |
| Long-Term Equity Bonus Plan (LTEBP) | Market-price vesting tiers | Market-price vesting tiers | $3.00 / $3.75 / $4.50 / $5.25 / $6.00 30-day VWAP tiers | First two tiers achieved | RS vest upon tier hits | 20% of shares per tier; market-condition vesting |
Annual bonus metrics and weightings are clearly defined; specific targets and actuals are not disclosed. Bonus payouts are reflected in Fixed Compensation table .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 378,382 shares; 1.2% of shares outstanding |
| Unvested vs Vested | 216,250 shares unvested restricted stock (6,250 time-based; 210,000 tied to LTEBP grants Oct 31, 2022 and Dec 6, 2023) |
| Outstanding Equity Awards (as of 6/30/2025) | 6,250 RS (time-based; grant 10/4/2021; FV $16,313) ; 180,000 RS (LTEBP 10/31/2022; FV $230,400) ; 30,000 RS (LTEBP 12/6/2023; FV $61,300) |
| Options (exercisable/unexercisable) | Not disclosed for the CFO (no options listed for CFO in 2025 table) |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and pledging; none of executives/directors have engaged in hedging or pledging transactions as of proxy dates |
| Ownership Guidelines | Not disclosed |
| Company Share Repurchase (for employee tax withholdings) | FY 2025: 310,330 shares repurchased from employees at avg $3.01/share; remaining authorization $162,316 at FY-end |
Employment Terms
| Term | Provision |
|---|---|
| Role & Start Date | CFO & Secretary; appointed Oct 4, 2021 |
| Agreement Term | Indefinite; at-will |
| Base Salary (Agreement) | $284,000 annually, subject to review/increase |
| Bonus Eligibility | Participation in executive bonus plan (AIP) |
| Non-Solicit | 1 year (employees); 2 years (customers) post-employment |
| Confidentiality & IP | Restrictions on disclosure; assignment of inventions to Company |
| Severance (without cause) | 12 months base salary continuation; pro-rata bonus for year of termination; acceleration of all outstanding unvested options or restricted stock; continuation of health & welfare benefits for 12 months |
| Change-of-Control | Specific CoC multiple not disclosed for CFO; CRO has explicit CoC terms (for context), CFO terms include acceleration upon termination without cause |
| Clawback Policy | Adopted Nov 14, 2023; applies to Section 16 officers; recovery upon certain financial restatements |
Governance & Say-on-Pay
- Compensation Committee: Chaired by Barbara J. Cooperman; members include Gen. McPeak, John Regazzi, and Kenneth Gayron .
- Say-on-Pay (2025 AGM): For 17,844,026; Against 26,733; Abstain 62,956; Broker Non-Votes 6,939,373 .
- Say-on-Frequency (2025 AGM): “1 Year” received 17,832,593 votes .
- Section 16 compliance: Mr. Nurthen had one late Form 4 in FY 2024; no late filings reported for Mr. Nurthen in FY 2025 (Gen. McPeak had one late Form 4) .
Track Record, Value Creation, and Execution Risk
- Strategic initiatives: CFO tenure includes acquisition integration of ResoluteAI and Scite; contingent earnouts and intangible valuations disclosed and audited (critical audit matter for 2024 acquisitions; continued fair-value adjustments in 2025) .
- Financial outcomes: FY 2025 net income $1.27M vs FY 2024 net loss $(3.79)M; revenue growth +9.9% YoY; Adjusted EBITDA +134.8% to $5.27M, indicating improved operating leverage .
- TSR trend: Index improved to $100.35 in FY 2025, aligning with improved profitability .
- Risks: Earnout liabilities (Level 3 fair value) tied to acquired assets; rapid AI/GenAI technology evolution; data privacy and cybersecurity compliance; concentration of content suppliers; line of credit covenants (none drawn as of 6/30/2025) .
Compensation Structure Analysis
- Cash vs Equity Mix: 2025 total compensation declined year-over-year due to lower bonus; equity grants were prior-period (Dec 2023) and LTEBP market-based vesting remains outstanding .
- Performance Emphasis: AIP places majority weighting on ARR growth and adjusted EBITDA (75% combined in FY 2025; 95% combined in FY 2026 plan), aligning cash incentives with growth and profitability .
- Market-Condition Equity: LTEBP vests at escalating VWAP tiers; first two tiers achieved, indicating realized alignment with stock performance; remaining tiers continue to incentivize price appreciation .
- Clawback: Policy in place to recover incentive compensation upon restatements, strengthening pay-for-performance governance .
Investment Implications
- Alignment: Strong linkage of cash incentives to ARR and Adjusted EBITDA plus market-based equity vesting aligns CFO incentives with growth, profitability, and stock performance .
- Retention & Selling Pressure: Unvested RS (216,250) and market-tier LTEBP create ongoing retention hooks; company buybacks for employee tax withholding may moderate near-term sales into vesting events .
- Downside Protection & Risk: Severance (12 months salary + benefits and equity acceleration) mitigates retention risk but may accelerate supply if termination coincides with vesting; continued fair-value management of earnouts and AI execution risks warrant monitoring .
- Governance Support: Strong say-on-pay approval and explicit clawback policy indicate investor and board support for current compensation framework .