Business Description

Description of the Company and its Business Resources Connection, Inc. (the “Company”), a Delaware corporation, was incorporated on November 16, 1998. The Company’s operating entities provide services primarily under the name Resources Global Professionals (“RGP”). RGP is a global professional services firm with three decades of experience helping the world’s top organizations navigate change and seize opportunity. With three integrated offerings—On-Demand Talent, Consulting, and Outsourced Services—the Company provides CFOs and other C-suite leaders with the flexibility to solve today’s most pressing challenges. The Company’s principal markets of operations are North America, Europe & Asia Pacific. The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31. Fiscal year 2026 consisted of four 13-week quarters for a total of 52 weeks. Fiscal year 2025 consisted of three 13-week quarters and one 14-week fourth quarter for a total of 53 weeks. Fiscal 2024 consisted of four 13-week quarters for a total of 52 weeks. Company Management Changes On October 30, 2025, the Board appointed Roger Carlile, a director of the Company, to succeed Kate W. Duchene as the Company’s President and Chief Executive Officer ("CEO"), effective November 3, 2025. Concurrently, in October 2025, the Company's Board of Directors elected not to renew the "Period of Employment" under the Company's existing Employment Agreement, dated February 3, 2020 and as subsequently amended, with Ms. Duchene (the "Duchene Employment Agreement"), the Company's former President and CEO. Ms. Duchene stepped down as the Company’s President and CEO, and as a member of the Board, on November 2, 2025. She served as an Executive Advisor through January 3, 2026 to assist the Company and its new President and CEO with the continuity of leadership. Ms. Duchene will continue to provide transition support to the Company as a consultant from January 4, 2026 through December 31, 2028. In connection with the Board’s determination not to extend the “Period of Employment” under the Duchene Employment Agreement, the Company and Ms. Duchene entered into a Transition Agreement on October 31, 2025 (the “Duchene Transition Agreement”). The Company’s non-renewal of the Period of Employment under the Duchene Employment Agreement triggered Ms. Duchene’s rights to severance benefits under that agreement. The Duchene Transition Agreement provides that Ms. Duchene will receive the following severance benefits, to be paid in twelve monthly installments, which began in January 2026, following her execution and delivery of a general release of claims in favor of the Company: (i) a cash severance benefit of $5,325,000 (three times the sum of her annual base salary and annual target bonus opportunity) and (ii) a pro-rated target cash bonus of $554,167 for fiscal year 2026. Ms. Duchene also received a lump sum cash payment that approximates Ms. Duchene’s cost to continue healthcare coverage for two years following her Separation Date and accelerated vesting of all of Ms. Duchene’s then-outstanding and unvested Company equity awards. Beginning January 3, 2026, the Company began paying Ms. Duchene a monthly consulting fee of $12,500. On March 3, 2026, the Company entered into a Separation and General Release Agreement (the "Separation Agreement") with Bhadreskumar Patel, the Company’s Chief Operating Officer ("COO"), that provided the last day of Mr. Patel’s employment by the Company was May 15, 2026 (the “Separation Date”). Mr. Patel received the following severance benefits in connection with the Separation Agreement: (i) a lump sum cash payment of $1,650,000; (ii) a lump sum cash payment that approximates Mr. Patel’s cost to continue healthcare coverage under COBRA for eighteen months following the Separation Date; and (iii) accelerated vesting of all of Mr. Patel’s then-outstanding and unvested Company equity awards, including restricted stock units and performance-based restricted stock units (with performance-based restricted stock units vesting at the applicable “target” number of shares subject to the award), and the full term to exercise any outstanding Company stock options.