Thomas J. Heckman
DGLYAbout Thomas J. Heckman
Thomas J. Heckman, 65, is Chief Financial Officer, Treasurer and Secretary of Digital Ally (DGLY), serving since September 2007. He spent 18 years at Deloitte & Touche (six as partner) specializing in IPOs and SEC reporting, and ran a consulting practice from 2001–2007 focused on public offerings and private financings; he holds a B.A. in Accounting from the University of Missouri–Columbia . Company performance during his tenure has been volatile; recent three-year revenue and profitability trends are shown below to contextualize incentive alignment.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 37,009,895* | 28,248,344* | 19,650,802* |
| EBITDA ($) | (27,556,579)* | (20,022,316)* | (8,349,226)* |
| EBITDA Margin (%) | (74.46%)* | (70.88%)* | (42.49%)* |
| Net Income ($) | (19,281,691)* | (25,688,547)* | (19,844,147)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Deloitte & Touche LLP | Accounting & Auditing Partner (Kansas City office); prior roles 1983–1995 | 1983–2001 | Specialized in IPOs/public reporting; led high‑tech/emerging‑growth market segment; extensive SEC financial reporting expertise . |
| Consulting/Business Investment (various clients) | Principal | 2001–2007 | Advised on IPOs/reverse mergers, SEC registrations (Form SB‑2), and private capital raises across industries . |
| Digital Ally, Inc. | CFO, Treasurer and Secretary | 2007–present | Principal financial officer with SEC, financing, M&A, and public company reporting responsibility . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Mr. Heckman . |
Fixed Compensation
| Year | Base salary ($) | Target bonus | Actual bonus paid ($) | Other compensation (401k/benefits) ($) |
|---|---|---|---|---|
| 2024 | 120,000 | Not disclosed | Not disclosed | Not disclosed |
| 2023 | 120,000 | Eligible “up to $120,000” | 0 | 6,354 (401k $4,800; health/life benefits) |
| 2022 | 120,000 | Not disclosed | 0 | 16,292 (401k $4,800; health/benefits) |
| 2021 | 230,000 | Not disclosed | 115,000 | 23,329 (incl. 401k $9,138; benefits) |
Notes:
- 2024 base salary set via Compensation Committee action on Jan 31, 2024; announcement did not specify a 2024 bonus target for Heckman .
- 2023 disclosure states bonus eligibility ranges (pay-for-performance framework) but actual bonus for Heckman was $0 .
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant date fair value ($) | Vesting | Performance metrics tied | Status/Payout |
|---|---|---|---|---|---|---|
| RSU | Jan 7, 2022 | 3,750 | 80,250 | Cliff vest 1/7/2023 (employment condition) | None disclosed (service-based) | Vested 2023: 3,750 |
| RSU | Jan 7, 2021 | 7,500 (from 2021 grant, for reference) | 414,000 | 50% on 1/6/2022; 50% in 2023 | None disclosed (service-based) | Vested 2022 & 2023 |
| Equity/Options | — | — | — | — | No option grants disclosed for Heckman in 2022–2023 | — |
Additional vesting detail: In 2023, 7,500 RSUs vested (3,750 on Jan 6, 2023 and 3,750 on Mar 31, 2023) valued at $35,250 total for reporting purposes .
Compensation structure and metrics:
- The Compensation Committee emphasizes a mix of base, equity (RSUs/options), and bonus; eligibility levels are stated (e.g., 2023: up to $120k bonus for CFO), but specific quantitative metrics (e.g., revenue/EBITDA/TSR weights) are not disclosed; the committee uses objective and subjective criteria and retains discretion .
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | % ownership | Notable components |
|---|---|---|---|
| Feb 18, 2025 | 138,968 | 0.18% | Includes 85,401 shares held in the Company 401(k) Plan; Mr. Heckman has voting power as plan trustee . |
| Nov 14, 2024 | 120,513 | 2.5% | Includes 66,946 shares held in the Company 401(k) Plan; Mr. Heckman has voting power as plan trustee . |
Additional alignment indicators:
- Vested vs unvested: No unvested RSUs/options reported at FY2023 year-end; no exercisable/unexercisable options listed for Heckman .
- Pledging/hedging: No pledging or hedging by Heckman is disclosed; director/officer interests limited to common stock/equity awards .
- Ownership guidelines: None disclosed for executives; no shortfall noted .
Employment Terms
| Provision | Terms (Heckman) | Trigger | Source |
|---|---|---|---|
| Change-in-control transaction completion payment | $115,000 lump sum (≈3 months base salary at then-rate) | Upon completion of a Change in Control, if still employed at closing | |
| Severance after CoC | $460,000 (12 months base salary at higher of pre-termination or pre‑Good Reason rate), payable lump sum; plus all amounts then payable | Termination without Cause or resignation for Good Reason within 1 year post‑CoC | |
| Health benefits continuation | 18 months at company expense post-separation (post‑CoC qualifying termination) | Same as above | |
| Equity acceleration | Outstanding employee stock options fully vest; 90‑day post‑termination exercise window | Same as above | |
| Definitions | “Change in Control,” “Good Reason,” and “Cause” defined (incl. >50% voting control change, hostile board/CEO removal, sale of substantially all assets, material adverse change, salary/benefits cut, etc.) | As defined in retention agreements | |
| Clawback/tax gross-ups | Not disclosed | — |
Structure: Severance is effectively double‑trigger (requires CoC plus qualifying termination). A smaller single‑trigger payment ($115k) is due upon completion of a CoC while employed .
Investment Implications
- Pay-for-performance alignment: Heckman’s 2023 total pay ($126k, all cash/benefits) was conservative with no cash bonus and no new equity, while revenues declined and losses persisted; 2022 included a modest RSU grant (3,750 shares) that fully vested by 2023 . This curbs dilution and aligns with weaker operating results.
- Retention and CoC risk: The double‑trigger severance (12 months salary + 18 months benefits) and option acceleration after a CoC are standard for micro-cap peers and unlikely to be value-destructive; the smaller single‑trigger closing payment ($115k) is modest . Overall retention protections are moderate.
- Ownership alignment: Meaningful beneficial ownership held largely via the company 401(k) (Heckman as trustee) suggests long-horizon holdings and reduces near-term selling pressure; no pledging disclosed .
- Governance considerations: The CFO assists the Compensation Committee on executive/director pay decisions, which is common in small caps but warrants continued independent oversight; the committee operates without an external comp consultant and uses discretion .
- Company fundamentals trend: Revenues have trended down from FY2022–FY2024, but EBITDA losses narrowed significantly in 2024 as SG&A fell; improving operating leverage in 2025 Q3 was later disclosed, signaling potential stabilization of the cost base (context for future incentive achievement) .
Key sources: 2024 and 2023 DEF 14A proxy statements for compensation, equity, and governance disclosures; 2025 special meeting proxy for updated ownership; 2024 10‑K and 2025 8‑K for business/performance context.
References:
- Executive bio, roles, compensation tables and plans; committee practices .
- Retention agreements and CoC/severance terms .
- Beneficial ownership (2024 and 2025 tallies) .
- Company financial context and 2025 Q3 operating update .