{"url_path":"/sec/rsss/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","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":2260,"has_tables":true,"body_markdown":"**Item 11. Executive Compensation**\n\n**Compensation of Executive Officers**\n\nThe following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer (principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends.\n\n**Compensation of Executive Officers for Fiscal Years Ended June 30, 2026 and 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Stock**\n\n**  ​ ​ ​**\n\n**All other**\n\n**  ​ ​ ​**\n\n​\n\n**Name and principle**\n\n​\n\n**Fiscal **\n\n​\n\n**Salary**\n\n​\n\n**Bonus**\n\n​\n\n**awards**\n\n​\n\n**compensation**\n\n​\n\n**Total**\n\n**Position**\n\n​\n\n**Year**\n\n​\n\n**($)**\n\n​\n\n**($)**\n\n​\n\n**($)**\n\n​\n\n**($)**\n\n​\n\n**($)**\n\nRoy W. Olivier\n\n​\n\n2026\n\n​\n\n433,124\n\n​\n\n99,651\n\n​\n\n—\n\n​\n\n23,146\n\n \n\n555,921\n\nPresident and Chief Executive Officer, and Director\n\n​\n\n2025\n\n​\n\n420,833\n\n​\n\n198,956\n\n​\n\n—\n\n​\n\n21,200\n\n \n\n640,989\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDavid Kutil\n\n \n\n2026\n\n \n\n229,312\n\n​\n\n49,167\n\n​\n\n142,200\n\n(1) (2)​\n\n16,085\n\n​\n\n436,764\n\nChief Financial Officer and Secretary\n\n \n\n2025\n\n \n\n190,103\n\n​\n\n28,000\n\n​\n\n—\n\n​\n\n14,675\n\n​\n\n232,778\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSefton Cohen\n\n \n\n2026\n\n \n\n340,000\n\n​\n\n212,522\n\n​\n\n188,800\n\n(3)​\n\n17,272\n\n \n\n758,594\n\nChief Revenue Officer\n\n \n\n2025\n\n \n\n225,392\n\n​\n\n173,583\n\n​\n\n777,240\n\n(4)​\n\n9,213\n\n \n\n1,185,428\n\n(1)Represents the grant date fair value of 20,000 shares of restricted stock granted on August 5, 2025. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with one third vesting after one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met.\n\n(2)Represents the grant date fair value of 30,000 shares of restricted stock granted on December 10, 2025. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with one third vesting after one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met.\n\n(3)Represents the grant date fair value of 80,000 shares of restricted stock granted on April 1, 2026. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with one third vesting one-year and quarterly thereafter and remains subject to forfeiture if vesting conditions are not met.\n\n(4)Represents the grant date fair value of 340,000 shares of restricted stock granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years.\n\n​\n\n**Employment Agreements**\n\nRoy W. Olivier\n\nOn October 4, 2024, we entered into an executive employment agreement with Mr. Olivier governing Mr. Olivier’s continuing employment, which has an indefinite period. Under the terms of the executive employment agreement, Mr. Olivier agreed to serve as our Chief Executive Officer and President on an at-will basis. The agreement provides for a base salary of at least $425,000 per year, subject to annual review and adjustment by the Board, and participation in an\n\n66\n\n[Table of Contents](#TOC)\n\nexecutive bonus plan as determined by the Board. No part of Mr. Olivier’s salary is allocated to his duties as a director of our company.\n\nThe agreement contains provisions that prohibit Mr. Olivier from soliciting our customers or employees during his employment with us and for two years afterward. The agreement also contains provisions that restrict disclosure by Mr. Olivier of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Olivier will be eligible to receive (i) an amount equal to eighteen (18) months of his then-current base salary payable in the form of salary continuation, (ii) any accrued but unpaid bonus, if we terminate Mr. Olivier’s employment between July 1 and September 15, (iii) a pro-rata bonus for the then-current fiscal year and (iv) continuation of health and welfare benefits for eighteen (18) months, if he is terminated without cause. In addition, he is eligible to receive a pro-rata bonus for the fiscal year of termination. Mr. Olivier may terminate the agreement at any time, with or without reason, upon thirty (30) days advance written notice.\n\nDavid Kutil\n\nOn July 30, 2026, we entered into an executive employment agreement with Mr. Kutil which has an indefinite period. Under the terms of the executive employment agreement, Mr. Kutil has agreed to serve as our Chief Financial Officer on an at-will basis. The agreement provides for a base salary of $275,000 per year, subject to annual review and increase by our chief executive officer and Compensation Committee, and participation in an executive bonus plan as determined by the Board.\n\nThe agreement contains provisions that prohibit Mr. Kutil from providing services to competitors and soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Kutil of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Kutil will be eligible to receive (i) an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation, (ii) a pro-rata bonus for the then-current fiscal year, and (iii) continuation of health and welfare benefits for six (6) months if he is terminated without cause. Mr. Kutil may terminate the agreement at any time, with or without reason.\n\n67\n\n[Table of Contents](#TOC)\n\n**Outstanding Equity at Fiscal Year Ended June 30, 2026**\n\nThe following table sets forth information regarding stock options, warrants and other stock awards (restricted stock) for each named executive officer as of June 30, 2026.\n\n**Outstanding Equity Awards at Fiscal Year Ended June 30, 2026**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**securities**\n\n​\n\n**securities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Stock Awards:**\n\n​\n\n**Stock Awards:**\n\n​\n\n​\n\n​\n\n**underlying**\n\n​\n\n**underlying**\n\n​\n\n**Option/**\n\n​\n\n**Option/**\n\n​\n\n**Number of**\n\n​\n\n**Market value of**\n\n​\n\n​\n\n​\n\n**unexercised**\n\n​\n\n**unexercised**\n\n​\n\n**Warrant**\n\n​\n\n**Warrant**\n\n​\n\n**shares of stock **\n\n​\n\n**shares of stock**\n\n​\n\n​\n\n​\n\n**options/warrants**\n\n​\n\n**options/warrants**\n\n​\n\n**exercise**\n\n​\n\n**expiration**\n\n​\n\n**that have not**\n\n​\n\n**that have not**\n\n​\n\n**Name**\n\n​\n\n**exercisable (#)**\n\n​\n\n**unexercisable (#)**\n\n​\n\n**price ($)**\n\n​\n\n**date (1)**\n\n​\n\n**vested (#)**\n\n​\n\n**vested ($)**\n\n​\n\nRoy W. Olivier\n\n \n\n50,000\n\n \n\n—\n\n​\n\n$\n\n2.40\n\n \n\n11/13/2028\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n​\n\n \n\n50,000\n\n \n\n—\n\n​\n\n$\n\n3.13\n\n \n\n11/12/2029\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n​\n\n \n\n50,000\n\n \n\n—\n\n​\n\n$\n\n2.13\n\n \n\n11/17/2030\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n​\n\n​\n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\n​\n\n300,000\n\n(1)​\n\n​\n\n384,000\n\n(2)​\n\nDavid Kutil\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n3,125\n\n(3)​\n\n$\n\n6,938\n\n(4)​\n\n​\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n20,000\n\n(5)​\n\n$\n\n52,200\n\n(6)​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n30,000\n\n(7)​\n\n$\n\n90,000\n\n(8)​\n\nSefton Cohen\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n204,000\n\n(9)​\n\n$\n\n425,000\n\n(10)​\n\n​\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n80,000\n\n(11)​\n\n$\n\n188,800\n\n(12)​\n\n(1)The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.\n\n(2)Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years.\n\n(3)\n\nThe restricted stock was granted on February 21, 2023 and vests over a four year period, with one fourth vesting after one-year and quarterly thereafter.\n\n(4)Based on a market closing price per share of common stock of $2.22 on February 21, 2023.\n\n(5)\n\nThe restricted stock was granted on August 5, 2025 and vests over a three year period, with one third vesting after one-year and quarterly thereafter.\n\n(6)\n\nBased on a market closing price per share of common stock of $2.61 on August 5, 2025.\n\n(7)\n\nThe restricted stock was granted on December 10, 2025 and vests over a three year period, with one third vesting after one-year and quarterly thereafter.\n\n(8)\n\nBased on a market closing price per share of common stock of $3.00 on December 10, 2025.\n\n(9)\n\nThe restricted stock was granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.\n\n(10)\n\nBased on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years.\n\n(11)\n\nThe restricted stock was granted on April 1, 2026 and vests over a three year period, with one third vesting after one-year and quarterly thereafter.\n\n(12)\n\nBased on a market closing price per share of common stock of $2.36 on April 1, 2026.\n\n68\n\n[Table of Contents](#TOC)\n\n**Compensation of Directors**\n\nThe following table sets forth compensation awarded or paid to our directors for the last fiscal year for the services rendered by them to the Company in all capacities.\n\n**Director Compensation for the Fiscal Years Ended June 30, 2026**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Fees**\n\n**  ​ ​ ​**\n\n**Warrant**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**earned**\n\n​\n\n**and**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**or paid**\n\n​\n\n**Option**\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal**\n\n​\n\n**in cash**\n\n​\n\n**Awards**\n\n​\n\n​\n\n**Name**\n\n​\n\n**Year**\n\n​\n\n**($)**\n\n​\n\n**($)**\n\n​\n\n**Total ($)**\n\nJohn Regazzi (1)\n\n \n\n2026\n\n \n\n50,000\n\n \n\n88,200\n\n \n\n138,200\n\nGen. Merrill McPeak (2)\n\n \n\n2026\n\n \n\n30,000\n\n \n\n73,500\n\n \n\n103,500\n\nBarbara J. Cooperman (3)\n\n \n\n2026\n\n \n\n30,000\n\n \n\n73,500\n\n \n\n103,500\n\nJeremy Murphy (4)\n\n \n\n2026\n\n \n\n30,000\n\n \n\n73,500\n\n \n\n103,500\n\nKenneth L. Gayron (5)\n\n \n\n2026\n\n \n\n30,000\n\n \n\n73,500\n\n \n\n103,500\n\n(1)Outstanding equity awards as of June 30, 2026 consists of options to purchase 60,000 shares of common stock at an exercise price of $3.07 per share, 60,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 and options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share.\n\n(2)Outstanding equity awards as of June 30, 2026 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.07 per share, 50,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share and options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share.\n\n(3)Outstanding equity awards as of June 30, 2026 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.07 per share, 50,000 shares of common stock at an exercise price of $2.79, 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.\n\n(4) Outstanding equity awards as of June 30, 2026 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.07 per share, 50,000 shares of common stock at an exercise price of $2.79 and 60,137 shares of common stock at an exercise price of $2.73.\n\n(5) Outstanding equity awards as of June 30, 2026 consists of options to purchase 50,000 shares of common stock at an exercise prices of $3.07 per share, 50,000 shares of common stock at an exercise price of $2.79 and 47,797 shares of common stock at an exercise price of $2.73.\n\n​\n\n69\n\n[Table of Contents](#TOC)"}