Todd D. Macko
About Todd D. Macko
Todd D. Macko, 54, is Chief Financial Officer (since May 2023) and previously Secretary & Treasurer (since January 2021) of Impact BioMedical Inc. He is a Certified Public Accountant with 25+ years of public and corporate finance leadership; he also serves as CFO of DSS, Inc. (since August 16, 2021). Mr. Macko holds a B.S. in Accounting from the Rochester Institute of Technology . Company performance during his tenure reflects an early-stage commercialization phase: no revenue in 2024 or 2023, and net losses widened primarily due to a full goodwill impairment; the company disclosed going-concern risk and reliance on related-party financing .
Company Financial Performance (context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $0 | $0 |
| Net Loss ($) | $(4,407,000) | $(24,770,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DSS, Inc. | CFO | Aug 2021–present | Oversight of financial and regulatory reporting; leadership of accounting and finance team |
| DSS (parent ecosystem) | VP Finance | Prior to Aug 2021 | Managed accounting/reporting, audit and tax activities; finance leadership |
| Premier Packaging (DSS subsidiary) | VP Finance | Jan 2019–(pre-2021) | Finance operations for consumer packaging subsidiary |
| Baldwin Richardson Foods | Corporate Controller | Nov 2015–Jan 2019 | Controller for custom ingredients manufacturer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DSS, Inc. | CFO | Aug 2021–present | Public company role concurrent with IBO |
| The Outdoor Group, Genesis Vision, Complemar Partners, Level 3 Communications | Controller roles | N/A | Prior controller roles (dates not disclosed) |
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($, ASC 718) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | — | — | — | — | — |
| 2024 | — | — | 555 | — | 555 |
- The proxy discloses no cash salary or bonus for Mr. Macko in 2024; compensation recorded was a de minimis stock option award fair value of $555 under ASC 718 .
Performance Compensation
- The company did not disclose CFO-specific annual performance metrics, weightings, targets, or payout formulas (e.g., revenue, EBITDA, TSR) for 2024–2023. Only the aggregate existence of option grants under the 2023 Equity Incentive Plan is disclosed, without individual grant details for Mr. Macko .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 122 (less than 1%) |
| Series A Preferred ownership | None (DSS indirectly owns 60,496,041 Series A; 100% of outstanding Series A) |
| Options / Warrants | Company-wide grants in 2024: 880,000 options at $3.00; vesting varies; expire Oct 31, 2031. Individual CFO allocation not disclosed |
| Shares pledged as collateral | Not disclosed in filings reviewed |
| Ownership guidelines / compliance | Not disclosed in filings reviewed |
2024 stock-based compensation expense recorded company-wide was ~$19,000; total potential proceeds of 2024 option grants (all recipients) is $2,640,000 at $3.00 exercise, expiring October 31, 2031 .
Employment Terms
- No CFO employment or severance agreement was disclosed in the filings reviewed. By contrast, CEO (Oct 3, 2024–Oct 3, 2027) and COO (through Sep 16, 2027) employment agreements detail base salaries, mandatory/discretionary bonuses, and stock options; CFO terms were not included .
Compensation Committee Analysis
- Compensation Committee members: Dr. Elise Brownell (Chair), Melissa Sims, Castel Hibbert .
- Committee responsibilities include recommending CEO and senior management compensation and overseeing incentive and equity-based plans .
- Use of independent compensation consultants and target pay benchmarking percentiles were not disclosed .
Related Party Transactions and Alignment Considerations
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| DSS pass-through G&A costs ($/mo) | ~monthly, yr total $144,000 | $31,000/mo Jan–Sep; $26,000/mo Oct–Dec; yr total $357,000 | Allocations for payroll/other shared services from DSS to IBO |
| DSS Revolving Note (outstanding incl. interest) | $12,074,000 (current portion) | $8,878,000 (current + LT portions; fair value after 2024 mod) | Amended effective Sep 16, 2024: WSJ Prime + 0.50%; monthly $126,381 from month 37; maturity Sep 30, 2030; option to settle principal/interest in equity for 24 months |
- DSS owns ~83.35% of voting power through its wholly owned subsidiary’s Series A Preferred (60,496,041 shares), indicating highly concentrated control and potential governance/compensation influence .
Performance & Track Record
- No disclosed revenue in 2024 or 2023; the company fully impaired goodwill of ~$25.093 million in 2024 and reported going-concern uncertainty, highlighting execution and financing headwinds for commercialization .
- Section 16(a) reporting: executives and >10% owners timely complied, indicating basic governance hygiene .
Investment Implications
- Pay-for-performance alignment appears limited for the CFO: no cash salary/bonus disclosed and only a small ASC 718 stock option award ($555) in 2024; individual performance metrics and vesting schedules were not disclosed, reducing transparency around incentives and retention levers .
- Skin-in-the-game is minimal: 122 common shares (<1%); individual option quantities are not disclosed, and no pledging was reported; ownership guidelines not disclosed—signals weak direct alignment absent fuller equity details .
- Governance/control dynamics: DSS’s 83%+ voting control and related-party financing (large revolving note with equity-settlement features) can influence compensation design and strategic decisions, while going-concern and goodwill impairment underscore execution risk and financing dependence—net negative for external minority holders assessing trading signals and retention risk .
- Without CFO employment agreement or severance/CoC economics disclosed, retention risk is hard to quantify; near-term insider selling pressure seems limited given small reported holdings, but future pressure could emerge upon vesting of undisclosed option grants under the 2023 Plan .