{"url_path":"/sec/rsss/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1386301/0001104659-26-107044-index.html","accession_number":"0001104659-26-107044","cik":"0001386301","ticker":"RSSS","issuer_name":"Research Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1386301/0001104659-26-107044-index.html","primary_entity_key":"0001386301","primary_entity_name":"Research Solutions, Inc."},"word_count":2557,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\nThe following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of September 4, 2026:\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position**\n\n**  ​ ​ ​**\n\n**Date of Appointment**\n\nRoy W. Olivier\n\n​\n\n67\n\n​\n\nPresident and Chief Executive Officer, and Chairman of the Board\n\n​\n\nMarch 29, 2021\n\nDavid Kutil\n\n \n\n42\n\n \n\nChief Financial Officer and Secretary\n\n \n\nJuly 28, 2026\n\nJohn Regazzi (1)\n\n​\n\n78\n\n​\n\nLead Independent Director\n\n​\n\nJune 22, 2015\n\nBarbara J. Cooperman (2)\n\n \n\n71\n\n \n\nDirector\n\n \n\nFebruary 8, 2022\n\nGen. Merrill McPeak (1)\n\n \n\n90\n\n \n\nDirector\n\n \n\nNovember 5, 2010\n\nJeremy Murphy (3)\n\n​\n\n43\n\n​\n\nDirector\n\n​\n\nNovember 14, 2023\n\nKenneth L. Gayron (4)\n\n​\n\n56\n\n​\n\nDirector\n\n​\n\nDecember 4, 2023\n\n(1)Member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee\n\n(2)Chair of the Compensation Committee and member of the Nominating and Governance Committee\n\n(3)Chair of the Nominating and Governance Committee and member of the Audit Committee\n\n(4)Chair of the Audit Committee and member of the Compensation Committee\n\n​\n\nRoy W. Olivier – Chief Executive Officer and President, and Chairman of the Board\n\nMr. Olivier was named Interim Chief Executive Officer and President on March 29, 2021 and was formally appointed as Chief Executive Officer and President on October 4, 2021. Mr. Olivier was appointed Chairman of the Board effective September 16, 2025. Mr. Olivier has been a member of our board of directors since January 2018. Before joining Research Solutions, Mr. Olivier served as CEO of ARI Network Services, a leading provider of SaaS tools and marketing services, growing the business from less than 80 employees to over 1,200 and increasing revenues from under $15 million to over $100 million through accelerated organic growth and acquisitions. Earlier in his career, he served as VP of Sales and Marketing for ProQuest Media Solutions (now Snap-on Inc.) and held executive and senior management positions at multiple companies across the telecommunications and computer industries including Multicom Publishing, Tandy Corporation, BusinessLand and PacTel. Our board of directors concluded that Mr. Olivier should serve as a director in light of his extensive experience in management and the information services industry.\n\n62\n\n[Table of Contents](#TOC)\n\nDavid Kutil – Chief Financial Officer and Secretary\n\nMr. Kutil was appointed as Chief Financial Officer and Secretary on July 28, 2026  after serving as our Interim Chief Financial Officer since December 10, 2025. Mr. Kutil previously served as Global Controller of the Company from March 2023 to December 2025. Prior to joining Research Solutions, Mr. Kutil served as Controller at Lesaffre Yeast Corporation, a leading global consumer goods company, from March 2022 to March 2023, and Director of Accounting and External Reporting for Badger Meter, a leading manufacturer of metering products, from September 2015 to March 2022. Mr. Kutil received a Bachelor of Business Administration in Accounting from the University of Wisconsin-Whitewater and is an active Certified Public Accountant.\n\nJohn Regazzi – Lead Independent Director\n\nMr. Regazzi was appointed to our board of directors on June 22, 2015. He served as Chairman of the Board from 2015 – 2021, Lead Independent Director from 2021 - 2023, Chairman from 2023 – 2025 and was redesignated Lead Independent Director effective September 16, 2025. Mr. Regazzi is an information services and IT industry innovator, with more than four decades of experience. He is currently managing director of Akoya Capital Partners, a sector-focused private investment firm, where for the last few years he has served as its professional information services sector leader. He has also been a professor at the Long Island University’s College of Education, Information and Technology since 2005, and has served as dean of LIU’s College of Information and Computer Science. Before joining Akoya Capital Partners, Mr. Regazzi served for several years as CEO of Elsevier Inc. and managing director of the NYSE-listed Reed Elsevier, the world’s largest publisher and information services company for journal and related scientific, technical and medical content. At Reed Elsevier, he oversaw its expansive electronic publishing portfolio, with a program staff of 3,000 and revenues exceeding $1 billion. He was previously CEO of Engineering Information, which he helped turn around before being acquired by Reed Elsevier. As a recognized industry thought leader, Mr. Regazzi has designed, launched, and managed some of the most innovative and well-known information services in the professional communities, including the Engineering Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back to the early days of the online and CD-ROM industries. Mr. Regazzi has served on a variety of corporate and industry boards, including the British Standards Institute Group and the American Institute of Physics, and he served as Chairman of the Board of National Technical Information Service, a division of the U.S. Department of Commerce. He also served as Chairman of DiSTI and Convergered Security Solutions (CSS), both Akoya portfolio companies. Mr. Regazzi earned his B.S. from St. Johns University, M.A. from University of Iowa, M.S. from Columbia University, and Ph.D. in Information Science from Rutgers University. Our board of directors concluded that Mr. Regazzi should serve as a director in light of his extensive experience in the information services industry.\n\nBarbara J. Cooperman – Director\n\nMs. Cooperman was appointed to our board of directors on February 8, 2022. Ms. Cooperman is an accomplished executive with general management background, P&L responsibility, and world-class marketing specialty in both B2B and B2C sectors. She has more than 20 years’ governance experience on boards including early-stage and privately held companies, nonprofits, industry associations, as well as executive leadership teams. She is known for being strategic and is a highly regarded leader skilled at developing vision and guiding organizations through growth stages and periods of reinvention. With 20+ years in the C-suite, Ms. Cooperman has significant experience advising the board on a wide range of issues such as unlocking brand value, strategic plans, M&A, and corporate social responsibility. Most recently, Ms. Cooperman was the global CMO at Kroll, a leader in cyber security and risk consulting, and Kroll Ontrack, a leader in ediscovery and data recovery. Joining as the firm came out of bankruptcy, she restored worldwide gold standard brand reputations, created go-to-market strategy for the high-growth cyber security practice, and managed corporate and crisis communications through the successful sale of both companies and several high-stakes matters. Kroll Ontrack was sold in 2016 and Kroll in 2018, both at highly attractive valuations. Prior to her role as Chief Marketing Officer at Kroll, Inc., Ms. Cooperman worked for 12 years at Reed Elsevier, where she served as the Global Chief Marketing Officer for LexisNexis and Elsevier. Our board of directors concluded that Ms. Cooperman should serve as a director in light of her extensive industry knowledge, marketing and operating expertise, and governance experience.\n\n63\n\n[Table of Contents](#TOC)\n\nGeneral Merrill McPeak – Director\n\nGen. McPeak was appointed to our board of directors on November 5, 2010. He is President of McPeak and Associates, a company he founded in 1995. From 1990 until his retirement from active military service in late 1994, he was chief of staff of the U.S. Air Force. During this period, he was the senior officer responsible for organization, training and equipage of a combined active duty, National Guard, Reserve and civilian work force of over 850,000 people serving at 1,300 locations in the United States and abroad. As a member of the Joint Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense and the President. Gen. McPeak has served on the board of directors of several publicly traded companies, including long service with Trans World Airlines, Inc. and with the test and measurement company, Tektronix, Inc. He was for many years Chairman of the Board of ECC International Corp., until that company was acquired by Cubic Corporation and previously served as a director of Iovance Biotherapeutics. Gen. McPeak was a founding investor, director and Chairman of Ethicspoint, Inc., a software-as-a-service provider of secure, confidential employee reporting systems, that was acquired by private equity at a return making it one of Oregon’s most successful business startups in decades. Our board of directors concluded that Gen. McPeak should serve as a director in light of his demonstrated leadership abilities and years of experience serving on the boards of directors of numerous publicly traded corporations.\n\nJeremy Murphy – Director\n\nJeremy Murphy was appointed to our board of directors on November 14, 2023. Mr. Murphy is the Executive Chairman at Tiki.com, the leading contextual ad network for the travel industry, which each month delivers tens of millions of travel-intenders to the world’s largest travel websites. At Tiki, Mr. Murphy has orchestrated pioneering new b2b software from ideation to roll-out, including the first AI-powered conversational advertisement trained to be an expert on each advertiser’s product offering by leveraging state-of-the-art document indexing and language models. Mr. Murphy is also the CEO & Chairman of an early stage startup, Munifif, LLC, using AI to make complex fixed income securities understandable to all. Previously, he co-founded TheSuitest, a hotel data-analytics platform featured in the NYTimes, The Today Show and elsewhere for using natural language processing to compare and quantify hotel accommodations. TheSuitest was successfully acquired by ClickTripz in 2015. Prior to his current role, Mr. Murphy had significant experience in various crucial positions at prominent financial institutions. Mr. Murphy was an analyst in the Investment Management Division of Goldman Sachs & Co. as part of a team responsible for nearly $10 billion in assets. Mr. Murphy later worked as a risk manager and analyst for the investment arm of the Gulf Bank of Kuwait and its controlling shareholder. Our board of directors determined that Mr. Murphy would make a beneficial addition to our board of directors in light of his AI experience, software expertise and analytics background.\n\nKenneth L. Gayron – Director\n\nKenneth L. Gayron was appointed to our board of directors on November 14, 2023. Mr. Gayron serves as the Chief Financial Officer and EVP of Avid Technology. Mr. Gayron previously served as the Interim CEO and CFO at Numerex Corp., where he successfully managed a public turnaround of Numerex’s business model. This culminated in a successful merger with Sierra Wireless which was approved by over 99% of public shareholders. As a result, Mr. Gayron delivered a 15% shareholder return over the two-year period. Mr. Gayron was also responsible for Numerex’s Global Financial Organization, including accounting, SEC reporting, financial planning, tax, treasury, capital markets and investor relations. Prior to Numerex, Mr. Gayron served as the Chief Financial Officer at Osmotica Pharmaceutical Corp. During his three-year tenure, he drove 300% improvement in profitability and created $300 million in enterprise value. Mr. Gayron also lead a strategic M&A exit with the CEO which resulted in a $650 million valuation. Mr. Gayron began his career as the VP Finance and Treasurer at Sensus. Mr. Gayron then became the Treasurer at Nuance Communications. Mr. Gayron received his MBA in finance from Cornell Johnson Graduate School of Management and his Bachelor of Science in finance from Boston College. Our board of directors determined that Mr. Gayron would make a beneficial addition to our board of directors in light of his software development expertise and finance background.\n\n**Term of Office**\n\nEach director serves until our next annual meeting or until his or her successor is duly elected and qualified. Each executive officer is elected by our board of directors and serves at its discretion.\n\n64\n\n[Table of Contents](#TOC)\n\n**Delinquent Section 16(a) Reports**\n\nSection 16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a) forms they file. Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2026 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows: Mr. Olivier failed to timely file one Form 4 reporting one transaction; William Nurthen, our former Chief Financial Officer, failed to timely file one Form 4 reporting one transaction; Mr. Regazzi failed to timely file two Form 4s reporting two transactions; Gen. McPeak failed to timely file one Form 4 reporting one transaction; Mr. Gayron failed to timely file one Form 4 reporting one transaction; Mr. Kutil failed to timely file one Form 4 reporting one transaction; and Mr. Cohen failed to timely file one Form 4 reporting one transaction.\n\n**Audit Committee Financial Expert**\n\nOur board of directors has a separately designated standing Audit Committee, comprised of Mr. Gayron (Chair), Gen. McPeak, Mr. Murphy and Mr. Regazzi, each of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for companies traded on Nasdaq. Our board of directors has determined that Mr. Gayron qualifies as an “audit committee financial expert” as defined under SEC rules.\n\n**Code of Ethics**\n\nOur board of directors has adopted a Code of Ethical Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The code is available in the Corporate Governance – Code of Ethical Conduct section of our website, www.researchsolutions.com.\n\n​\n\n**Clawback Policy**\n\nEffective November 14, 2023, our board of directors adopted a Compensation Recovery Policy, whereby we may seek the recovery or forfeiture of incentive compensation paid by us, including cash, equity or equity-based compensation, in the event we restate our financial statements under certain circumstances (the “Clawback Policy”), in accordance with the applicable rules of Nasdaq and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. The Clawback Policy applies to our Section 16 officers, any employee who was eligible to receive incentive compensation and whose conduct contributed to the need for a restatement, and any other former Section 16 officer or other employee who contributed to the need for such restatement. Our Clawback Policy is administered by our Compensation Committee, and the Compensation Committee has the authority, in accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances. The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report on Form 10-K.\n\n​\n\n**Insider Trading Policy**\n\nEffective July 1, 2025, our board of directors adopted an Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) that prohibits all employees, officers and directors from engaging in transactions involving our securities while in possession of material non-public information and restricts directors, officers and other designated insiders from engaging in certain transactions involving our securities during specified periods for which the Company has determined such individuals are most likely to be aware of material, non-public information. The Insider Trading Policy also requires pre-clearance from our Compliance Officer prior to making certain transactions involving our securities. A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.\n\n​\n\n65\n\n[Table of Contents](#TOC)"}