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RCM Technologies awards up to 125K performance stock units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

RCM Technologies, Inc. (RCMT) reported that on August 13, 2026 its Compensation Committee approved an equity grant under the 2014 Omnibus Equity Compensation Plan to Executive Chairman and President Bradley S. Vizi of up to 125,000 performance stock units (PSUs). PSU vesting for a performance period from January 4, 2026 to January 2, 2027 will be based 50% on EBITDA achievement and 50% on individual performance goals, with threshold, target and maximum levels of 25,000, 50,000 and 62,500 PSUs, respectively. The award provides for accelerated vesting upon a Change in Control, death or disability. On the same date, the Committee granted time-based restricted stock units (RSUs) under the Plan to two executives: 8,362 RSUs to Kevin D. Miller and 4,000 RSUs to Michael Saks, each vesting in a single installment on the fifth anniversary of grant, subject to continued employment, with accelerated vesting upon death, disability or a covered termination following a change in control.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Maximum PSUs granted to Executive Chairman and President 125,000 PSUs Grant to Bradley S. Vizi approved on August 13, 2026 under the 2014 Omnibus Equity Compensation Plan
Threshold PSU level 25,000 PSUs Threshold performance level for PSU grant performance period January 4, 2026 to January 2, 2027
Target PSU level 50,000 PSUs Target performance level for PSU grant performance period January 4, 2026 to January 2, 2027
Maximum PSU level 62,500 PSUs Maximum performance level for PSU grant performance period January 4, 2026 to January 2, 2027
RSUs granted to Kevin D. Miller 8,362 RSUs Time-based RSU award vesting on the fifth anniversary of August 13, 2026
RSUs granted to Michael Saks 4,000 RSUs Time-based RSU award vesting on the fifth anniversary of August 13, 2026
PSU performance period start date January 4, 2026 Beginning of EBITDA and individual performance measurement period for PSU grant
PSU performance period end date January 2, 2027 End of EBITDA and individual performance measurement period for PSU grant
performance stock units financial
"approved grants under the Company’s 2014 Omnibus Equity Compensation Plan... of a maximum of 125,000 performance stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"granted under the Plan, to the following executive officers... restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Change in Control financial
"The grants are subject to accelerated vesting in the event of a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Omnibus Equity Compensation Plan financial
"approved grants under the Company’s 2014 Omnibus Equity Compensation Plan, as amended and restated"
covered termination financial
"accelerated if his employment terminates... on account of death, disability or a covered termination following a change in control"

FAQ

What equity award did RCM Technologies (RCMT) grant to Bradley S. Vizi?
RCM Technologies granted Bradley S. Vizi up to 125,000 performance stock units (PSUs) under its 2014 Omnibus Equity Compensation Plan, with vesting tied 50% to EBITDA performance and 50% to individual performance goals over a period from January 4, 2026 to January 2, 2027.

How are the performance levels structured for RCMT’s PSUs granted to Bradley S. Vizi?
For Bradley S. Vizi’s PSU grant, the performance levels are 25,000 PSUs at threshold, 50,000 PSUs at target, and 62,500 PSUs at maximum, based on EBITDA and individual performance goals during the January 4, 2026 to January 2, 2027 performance period.

What RSU awards did RCMT grant to its other executives on August 13, 2026?
On August 13, 2026, RCM Technologies granted 8,362 RSUs to Kevin D. Miller and 4,000 RSUs to Michael Saks. These RSUs vest in one installment on the fifth anniversary of the grant date, subject to continued employment and certain accelerated vesting conditions.

When do the RSUs granted to RCMT executives vest?
The RSUs granted to Kevin D. Miller and Michael Saks vest in a single installment on the fifth anniversary of the August 13, 2026 grant date, provided each executive remains continuously employed, with accelerated vesting upon death, disability or a covered termination following a change in control.

What events trigger accelerated vesting of RCMT’s new PSU and RSU awards?
The PSU grant to Bradley S. Vizi and the RSU grants to Kevin D. Miller and Michael Saks provide for accelerated vesting upon a Change in Control (subject to Plan terms) or upon death or disability, and for RSUs also upon a covered termination following a change in control.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2026

RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
1-10245
 
95-1480559
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

2500 MCCLELLAN AVENUE
PENNSAUKEN, New Jersey
 
08109-4613
(Address of principal executive offices)
 
(Zip code)

Registrant's telephone number, including area code (856) 356-4533

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.05 per share
 RCMT
 The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of RCM Technologies, Inc. (the “Company”) approved grants under the Company’s 2014 Omnibus Equity Compensation Plan, as amended and restated (the “Plan”), of a maximum of 125,000 performance stock units (“PSUs”) to Bradley S. Vizi, the Company’s Executive Chairman and President.  The number of PSUs that will ultimately be earned and vested shall be determined as follows:  50% based on the level of achievement of established levels of EBITDA and 50% based on the level of achievement with respect to certain individual performance goals established by the Compensation Committee, both during a performance period beginning on January 4, 2026 and ending on January 2, 2027.  With respect to both the EBITDA and individual performance goals, threshold, target and maximum levels of performance have been established, with the following number of PSUs to be earned with respect to each such level: threshold – 25,000; target – 50,000; maximum – 62,500.  The grants are subject to accelerated vesting in the event of a Change in Control (as defined in the Plan), or termination as a result of death or disability, prior to the end of the performance period.

Also on August 13, 2026, the Committee granted under the Plan, to the following executive officers of the Company, the indicated number of restricted stock units (“RSUs”), which RSUs will become vested in one installment on the fifth anniversary of the date of grant, so long as such officer remains continuously employed by the Company through such vesting dates, except vesting will be accelerated if his employment terminates prior to such vesting dates on account of death, disability or a covered termination following a change in control:  Kevin D, Miller, Chief Financial Officer, Treasurer and Secretary, 8,362 RSUs; and Michael Saks, Division President, Health Care Services, 4,000 RSUs.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
RCM TECHNOLOGIES, INC.
     
 
By:  
/s/ Kevin D. Miller
   
Kevin D. Miller
   
Chief Financial Officer, Treasurer and
Secretary


Dated: August 31, 2026


Source: View Original Filing on SEC EDGAR

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