DEF 14A of ReposiTrak, Inc.
Filed Oct 3, 2023 · FY20230001437749-23-027518
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company’s Articles of Incorporation, as amended (“Charter”), and Amended and Restated Bylaws (“Bylaws”) provide that our Board will consist of no less than one director, and that upon a change in the number of directors, any newly created or eliminated directorships will be apportioned by the remaining members of the Board or by shareholders. Our Board currently consists of four directors. Each of the director nominees identified below has confirmed that he is able and willing to serve as a director if elected. If any of the director nominees become unable or unwilling to serve, your proxy will be voted for the election of a substitute director nominee recommended by the current Board. Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Randall K. Fields, Robert W. Allen, Ronald C. Hodge and Peter J. Larkin for election at the Meeting, each to serve for one-year terms until our 2024 annual meeting of shareholders or until his successor is duly elected and qualified. Please see “Directors” below for more information, including background information, business experience, and the Nominating and the Corporate Governance Committee’s recommendation of each director nominee.
Required Vote and Recommendation
Required Vote and Recommendation Directors are elected by a plurality vote of the shares present or represented by proxy and entitled to vote at the Annual Meeting. The four director nominees receiving the highest number of affirmative votes will be elected. Accordingly, under Nevada law, our Charter and Bylaws, abstentions and broker non-votes will not have any effect on the election of a particular director nominee. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the election of each of the nominees. The Board recommends that shareholders vote “FOR” the election of Messrs. Fields, Allen, Hodge and Larkin.
DIRECTORS
DIRECTORS The sections below set forth certain information regarding the director nominees for election as directors of the Company. There are no family relationships between any of the directors and the Company’s Named Executive Officers.
DIRECTORS
| Director Nominee, Title | Age | | Randall K. Fields – Chairman, President and Chief Executive Officer | 76 | | Robert W. Allen – Independent Director | 80 | | Ronald C. Hodge – Independent Director | 75 | | Peter J. Larkin – Independent Director | 69 |
DIRECTORS
Randall K. Fields founded the Company in 1990 and has been the Chairman of the Board, President and Chief Executive Officer of the Company since its inception and is responsible for the strategic direction of the Company. Mr. Fields also serves as the Company’s Chief Operating Officer and Head of Sales. Mr. Fields co-founded Mrs. Fields Cookies with his then wife, Debbi Fields, in 1977. He served as Chairman of the Board of Mrs. Fields Cookies from 1978 to 1990. In the early 1970’s, Mr. Fields established Fields Investment Group, a financial and economic consulting firm. Mr. Fields received a Bachelor of Arts degree and a Master of Arts degree from Stanford University, where he was Phi Beta Kappa, Danforth Fellow, and National Science Foundation Fellow. As the founder of the Company, Mr. Fields’ expertise in the Company’s industry and markets, his extensive sales, marketing and technical background, and his expansive business experience allow him to bring a unique understanding of the industries and markets in which the Company operates, as well as an entrepreneurial vision to the Company and the Board. Robert W. Allen joined the Board in October 2007. Mr. Allen is a seasoned executive with many years of prior experience in positions such as Chairman, President, and Chief Executive Officer of businesses ranging in size from $200 million to $2.5 billion. Mr. Allen has over thirty years of experience in the dairy industry, most notably as a catalyst for developing companies and a turn-around agent for troubled companies or divisions. Mr. Allen was Chief Executive Officer of Tuscan Lehigh Dairies from July 1994 to December 1998, where he established a leadership team that repositioned the company and developed a position in the marketplace for the branding of its products. Prior to this, from September 1991 to April 1994, he served as Executive Vice President of Borden, Inc., where he was recruited to turn around the largest and most troubled division of the company. He is also a past Chair of Kid Peace International, a $160 million non-profit agency assisting children in crises. Mr. Allen’s years of experience in an area of growth for the Company, the dairy industry, as well as his extensive experience developing and managing companies in senior executive roles, add significant value to the Company and its Board of Directors in assessing challenges in one of its growth markets, and in addressing organizational and development issues facing the Company. Ronald C. Hodge joined the Board in February 2013. Mr. Hodge was an advisor to Delhaize America, LLC, a role he transitioned into following his time as Delhaize America’s Chief Executive Officer from March 2011 to October 2012. Prior to Delhaize America, Mr. Hodge served as Executive Vice President of Delhaize Group and Chief Executive Officer of Hannaford Bros. Co. He joined Hannaford in 1980 and served in various executive roles, including Vice President and General Manager of Hannaford’s New York Division, Senior Vice President of Retail Operations, Executive Vice President of Sales and Marketing, and Executive Vice President and Chief Operating Officer. He became President of Hannaford in December 2000 and Chief Executive Officer in 2001. While leading the start-up of Hannaford’s entry into upstate New York, Mr. Hodge was elected Chairman of the New York State Food Merchant’s Association and served on several Community Agency Boards of Directors. He chaired the Northeastern New York United Way Campaign in 1995 and was selected as the New York Capital Region’s Citizen of the Year in 1996. Mr. Hodge holds a Bachelor of Science degree in business administration from Plymouth State College in New Hampshire. Mr. Hodge’s 38 years of management experience in the grocery industry, including leading the successful expansion of Hannaford Bros. Co., provides the Company with valuable industry knowledge and insight as the Company continues to grow its scan-based technologies to a growing client base. Peter J. Larkin joined the Board in August 2019. Mr. Larkin is the former President and Chief Executive Officer of the National Grocers Association (“NGA”), a national trade association representing the retail and wholesale grocers that comprise the independent sector of the food distribution industry, and the not-for-profit NGA Foundation where he served from 2010 until his resignation effective September 1, 2019. Prior to that, Mr. Larkin served as President of Larkin Public Affairs from 2007 to 2010, as President and Chief Executive Officer for the California Grocers Association from 1996 to 2007 and in several positions within the food service industry in state and governmental affairs between 1976 to 1988, including serving as Vice President of State Government Relations and Environmental Affairs with the Food Marketing Institute from 1989 to 1996. Mr. Larkin holds a B.A. degree in Political Science from the University of Vermont and has served as a director and advisory board member with various industry-related companies and organizations throughout his career spanning over four decades. Mr. Larkin provides the Board with valuable industry insight stemming from his extensive career representing retail and wholesale grocers, including an understanding of matters unique to independent grocers. There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any director or director nominee during the past ten years.
Director Compensation
Director Compensation Currently, each of our non-executive directors, consisting of Messrs. Allen, Hodge and Larkin, receive an annual retainer of $75,000 for their service on the Board, which retainer is payable in either cash or shares of Common Stock in quarterly installments, at the Company’s discretion. During the year ended June 30, 2023, the Company elected to pay director fees to two non-executive directors in shares of Common Stock and one non-executive director in cash. In addition to the annual retainer, any newly appointed outside independent directors to the Board receive a one-time grant of $150,000, payable in shares of the Company’s restricted Common Stock, calculated based on the market value of the shares of Common Stock on the date of grant. The shares vest ratably over a five-year period. The following table provides information regarding 2023 compensation paid to non-employee directors. Information regarding executive compensation paid to Mr. Fields during the year ended June 30, 2023 is reflected in the Summary Compensation table below under “Executive Compensation” of this Proxy Statement.
Director Compensation
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Robert W. Allen | $75,000 | - | $75,000 | | Ronald C. Hodge | $75,000 | - | $75,000 | | Peter J. Larkin (2) | $75,000 | - | $75,000 |
Director Compensation
| (1) Amounts reported in this table represent the amounts earned by each non-employee director for their service on the Company’s Board during the year ended June 30, 2023, of which two directors were paid in shares of Common Stock and one was paid in cash. The amounts in this column represent the aggregate grant date fair value of the shares of Common Stock issued to each non-employee director in fiscal 2021, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |
Director Compensation
| (2) Mr. Larkin was appointed to the Board in August 2019, at which time he received a one-time grant of $150,000 worth of Common Stock, which shares vest ratably over a five-year period beginning on the one-year anniversary of the grant date. Accordingly, 19,801 shares of Common Stock were vested as of September 28, 2023. The remaining 4,951 shares of Common Stock will vest ratably over the remaining year. |
Summary Compensation Table
Summary Compensation Table The table set forth below reflects certain information about the compensation paid or accrued during the years ended June 30, 2023 and 2022 to our Chief Executive Officer and our executive officers, other than our Chief Executive Officer, who were serving as an executive officer as of June 30, 2023, and whose annual compensation exceeded $100,000 during such year (collectively the “Named Executive Officers”).
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(4) | Total ($) | | Randall K. Fields | 2023 | 1,034,869(2) | 500,000(3) | - | 130,816(4) | 1,665,685 | | Chief Executive Officer and Chairman of the Board | 2022 | 1,039,198(2) | 200,000(3) | 295,000 | 130,816(4) | 1,665,014 | | John R. Merrill | 2023 | 275,000 | 165,625 | 48,200 | - | 488,825 | | Chief Financial Officer | 2022 | 225,000 | 84,375 | - | - | 309,375 | | Edward L. Clissold | 2023 | 217,245 | - | - | - | 217,245 | | General Counsel and Corporate Secretary | 2022 | 214,255 | - | - | - | 214,255 |
Summary Compensation Table
| (1) Stock awards consist solely of shares of restricted Common Stock. Amounts shown do not reflect compensation actually received by the Named Executive Officer. Instead, the amounts shown are the compensation costs recognized by the Company during the fiscal years for stock awards as determined pursuant to FASB ASC 718. | | (2) On July 1, 2019, the Company and Mr. Fields and Fields Management, Inc. (“FMI”), a management company wholly owned by Mr. Fields, entered into an amended Employment Agreement and an amended Service Agreement, respectively. See “Employment Agreements” below for a more detailed description of Mr. Fields’ amended Employment Agreement and FMI’s amended Service Agreement. $924,060 of Mr. Fields’ cash compensation during each of 2023 and 2022 was paid to FMI pursuant to the terms and conditions of the Service Agreement in effect during the applicable period. | | (3) The terms and conditions of the amended Employment Agreement by and between Mr. Fields and the Company, first dated June 30, 2013, as amended, provide for an incentive bonus to be paid to Mr. Fields at the discretion of the Compensation Committee and upon approval by the Board, based upon the Company’s achievement of certain performance goals. Upon recommendation of the Compensation Committee, the Board approved a bonus to Mr. Fields for performance in the amount of $500,000 for the year ending June 30, 2023, and in the amount of $200,000 for the year ending June 30, 2022. The amounts granted reflect successful completion of certain business objectives. | | (4) These amounts include premiums paid on life insurance policies of $73,416 for each of 2023 and 2022, respectively; computer related expenses of $6,000 for each of 2023 and 2022; Company car related expenses of $14,400 for each of 2023 and 2022; medical premiums of $25,000 for each of 2023 and 2022; and reimbursement for certain accounting services of $12,000 for each of 2023 and 2022. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table generally sets forth the number of outstanding equity awards that have not been earned or vested or that have not been exercised for each of the Named Executive Officers as of June 30, 2023. No other equity awards otherwise reportable in this table have been granted to any of our Named Executive Officers.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Randall K. Fields | - | - | - | - | 776,744 | $7,837,347 | | Chairman, President and Chief Executive Officer | | | | | | | | John R. Merrill | - | - | - | - | 40,000 | $403,600 | | Chief Financial Officer | | | | | | | | Edward L. Clissold | - | - | - | - | - | - | | General Counsel and Corporate Secretary | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Market value based on the closing market price of $10.09 of the Company’s Common Stock on June 30, 2023, as reported on the NASDAQ Capital Market. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to the Company’s Principal Executive Officer (“PEO”) and other Named Executive Officers (“Other NEOs” or “Non-PEOs”), and certain measures of financial performance, for the years ended June 30, 2023 and 2022. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K. The Compensation Committee believes that the 2023 compensation decisions for the PEO and Non-PEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance and thus are aligned with shareholders.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Total for Non-PEO Named Executive Officers (2) | Value of Initial $100 Investment based on Total Shareholder Return (3) | Net Income ($) | | 2023 | $1,665,685 | $6,085,358 | $471,185 | $183 | $5,003,845 | | 2022 | $1,665,014 | $432,848 | $249,812 | $80 | $3,416,651 |
Pay Versus Performance Table
| (1) Randall K. Fields served as the Company’s PEO during the fiscal years presented. The following amounts were added and deducted from the Summary Compensation Table (“SCT”) amount to determine the compensation actually paid to the PEO in accordance with SEC regulations: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” | Year Ended June 30, 2023 | Year Ended June 30, 2022 | | Deduction for Amount Reported under the “Stock Awards” column in the SCT | $- | $(295,000) | | Deduction for Amount Reported under the “Option Awards” column in the SCT | - | - | | Increase for the Fair Value of Awards Granted during year that remain unvested as of year-end | - | - | | Decrease for the Fair Value of Awards Granted during year that remain vested as of year-end | - | (75,000) | | Increase/deduction for Change in Fair Value from prior year-end to current year-end of Awards Granted prior to year-end that were outstanding and unvested as of year-end | 4,419,673 | (862,166) | | Increase/deduction for Change in Fair Value from prior year-end to Vesting Date of Awards Granted prior to year-end that vested during year | - | - | | Total Adjustments | $4,419,673 | $(1,232,166) |
Pay Versus Performance Table
| (2) For the year ended June 30, 2023, John R. Merrill and Edward L. Clissold were our Other NEOs. |
Pay Versus Performance Table
| | Year Ended June 30, 2023 | Year Ended June 30, 2022 | | Deduction for Amount Reported under the “Stock Awards” column in the SCT | $(48,200) | $- | | Deduction for Amount Reported under the “Option Awards” column in the SCT | - | - | | Decrease for the Fair Value of Awards Granted during year that remain unvested as of year-end | - | (21,000) | | Increase for the Fair Value of Awards Granted during year that remain vested as of year-end | - | - | | Increase/deduction for Change in Fair Value from prior year-end to current year-end of Awards Granted prior to year-end that were outstanding and unvested as of year-end | 227,600 | - | | Increase/deduction for Change in Fair Value from prior year-end to Vesting Date of Awards Granted prior to year-end that vested during year | 56,900 | (3,006) | | Total Adjustments | $236,300 | $(24,006) |
Pay Versus Performance Table
| (3) Represents the cumulative shareholder return of a fixed investment of $100 made at the closing price of the Company’s Common Stock on June 30, 2021 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. PEO From fiscal 2022 to fiscal 2023, compensation actually paid to the PEO increased by $5,652,510 or 1,306%. Over the same period, the Company’s Total Shareholder Return (“TSR”) increased by 50%, from $0.18 per share to $0.27 per share. Key factors that drove the increase in pay during this period were the change in fair value of unvested stock grants. Other NEOs From fiscal 2022 to fiscal 2023, compensation paid to the other NEOs increased by $221,373 or 89%. Over the same period, the Company’s TSR increased by 50%. Key factors that drove the increase in pay during this period were the change in fair value of unvested stock grants. Compensation Actually Paid and Net Income Our Company has not historically looked to net income as a performance measure for our executive compensation program. In fiscal 2023, our net income was up 40%, or $1,587,194 from fiscal 2022, and the compensation actually paid for our PEO and non-PEO NEOs increased between fiscal 2022 and fiscal 2023. Compensation Actually Paid and Cumulative TSR Historically we have not used financial performance measures such as TSR to align with compensation actually paid to our NEO’s. As described in more detail above, part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses and equity awards that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.