Todd Hackett
About Todd Hackett
Todd R. Hackett, age 64, serves as Chairman of the Board and Chief Executive Officer of PCS Edventures!, Inc. (PCSV). He has been on the Board since 2012 and was appointed Chairman and CEO in November 2015, bringing decades of operating experience as the owner of a construction firm founded in 1981, including significant projects for educational institutions . Hackett owns 55,465,380 shares (47.0% of outstanding), aligning him strongly with shareholders and constituting effective control alongside management’s aggregate 49.3% stake . Company performance over his recent tenure: revenue fell to $7.42M in FY2025 from $9.09M in FY2024, with net income declining to $0.95M from $4.44M due partly to contract timing, funding shifts, and ESSER expiration . No TSR or EBITDA metrics are disclosed in filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PCS Edventures!, Inc. | Director | 2012–Present | Board service through growth initiatives; governance oversight |
| PCS Edventures!, Inc. | Chairman & CEO | Nov 2015–Present | Strategic execution and leadership of STEM K–12 products; certifications and controls oversight (SOX certifications) |
| Private Construction Firm (Iowa) | Owner | 1981–Present | Scaled to multi-million projects, especially for educational institutions (community colleges, middle schools, libraries, applied technology labs) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company directorships (last 5 years) | — | — | None disclosed |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $0 | $0 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $0 |
| Director Cash Retainer ($) | $0 | $0 |
| Director Equity Retainer (Shares) | None for Hackett | None for Hackett |
Notes:
- The Board as a whole determines executive compensation; no compensation committee is established .
- The Company has no employment agreements with any executive officers .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual incentive | Not disclosed for CEO | — | — | — | — | — |
| RSUs/PSUs | None outstanding | — | — | — | — | — |
| Stock options | None outstanding | — | — | — | — | — |
Notes:
- No options granted in FY2024 or FY2025; no option exercises or stock vested in FY2025 .
Equity Ownership & Alignment
| Holder | Shares Owned | % of Outstanding | Options (Exercisable/Unexercisable) | RSUs | Warrants | Convertible Notes |
|---|---|---|---|---|---|---|
| Todd R. Hackett (Chairman & CEO) | 55,465,380 | 47.0% (based on 118,076,784 outstanding) | — / — | — | — | — |
Additional alignment indicators:
- Pledging/Hedging: Not disclosed in proxy; no pledging statement identified .
- Ownership guidelines: Not disclosed .
- Section 16 compliance: Company indicates all required filings were timely in FY2025 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; Company has no employment agreements with executive officers |
| Severance provisions | Not disclosed (no agreements referenced) |
| Change-of-control (trigger/multiples/acceleration) | Not disclosed |
| Clawback provisions | Not disclosed; Company Code of Ethics adopted and revised in 2016 |
| Tax gross-ups | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
| Deferred compensation / Pension / SERP | None; Company states no pension/retirement arrangements for directors/executives |
| Perquisites | Medical and dental insurance coverage available to directors/executives and employees |
Board Governance
- Structure and independence:
- Board size: 3 directors; Hackett (CEO/Chairman), Bledsoe (President), Iddings (Independent) .
- Independence: Hackett and Bledsoe not independent; Iddings independent under NASDAQ standards .
- Combined CEO/Chair role: Hackett is Chairman and CEO (dual role) .
- Committees:
- Audit Committee: Board acts as audit committee (smaller reporting company) .
- Nominating & Governance Committee: Consists of Hackett, Bledsoe, and Iddings .
- Compensation decisions: Determined by full Board; no separate compensation committee .
- Meeting attendance: Three regular Board meetings in FY2025; no director attended less than 75% .
- Lead Independent Director / Executive sessions: Not disclosed .
Director Compensation (Hackett-specific and context)
| Director | Cash Retainer ($) | Equity Grant | Committee Chair Fees | Meeting Fees | Total ($) |
|---|---|---|---|---|---|
| Todd R. Hackett | $0 | None | Not disclosed | Not disclosed | $0 |
| Context: Sean P. Iddings (Independent) | — | 20,000 shares per quarter; FY2025 stock award recognized $2,480 | — | — | $2,480 |
Company Performance Snapshot (context for pay-for-performance)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | $9,094,466 | $7,421,228 |
| Gross Profit ($) | $5,734,665 | $4,437,288 |
| Operating Income ($) | $2,807,067 | $1,083,333 |
| Net Income ($) | $4,441,188 | $946,865 |
| Basic EPS ($) | $0.04 | $0.01 |
| Weighted Avg Shares (Basic) | 125,070,138 | 123,841,163 |
Drivers of FY2025 decline versus FY2024 include loss of Iowa STEM Scale-Up contract, lower Catapult orders, AFJROTC contract maturation, ESSER expiration, and education funding shifts; AFJROTC revenue fell to $453,314 from $1,269,036 .
Risk Indicators & Red Flags
- Governance concentration: Dual CEO/Chairman role; Board majority not independent; Board acts as its own audit committee—potential governance risk for oversight and compensation independence .
- Compensation structure: No salary, bonus, or equity awards for CEO; absence of performance-tied incentives could reduce explicit pay-for-performance alignment (offset by large personal ownership) .
- Related party transactions: None disclosed in FY2025 .
- Legal proceedings: None disclosed for directors/executives in past 10 years .
- Say-on-pay: Not disclosed.
- Options repricing/underwater options: Not applicable; no options outstanding .
Notes on Insider Activity and Selling Pressure
- Section 16 filings: Company believes all were timely in FY2025 .
- Form 4 patterns/10b5-1 plans: Not disclosed in proxy or 10-K; no option vesting or exercises in FY2025 .
Board Service History and Dual-role Implications
- Service history: Hackett has served as Director since 2012 and as Chairman & CEO since November 2015 .
- Committee roles: Member of Nominating & Governance Committee; Board collectively serves as Audit Committee; full Board sets executive compensation .
- Dual-role implications: Combining Chairman and CEO can weaken independent oversight and reduce challenge on management and compensation decisions—heightened given only one independent director and lack of a separate compensation committee .
Investment Implications
- Alignment: Hackett’s 47% stake is a powerful alignment lever, suggesting economic incentives to compound value; however, concentrated control can suppress minority influence and reduce governance challenge .
- Pay design: Absence of CEO cash/equity compensation and performance incentives reduces near-term selling pressure and dilution but offers limited explicit pay-for-performance signaling; investors must rely on ownership-based alignment .
- Governance quality: Dual CEO/Chair role, no compensation committee, and Board-as-Audit-Committee structure are governance weaknesses that can increase execution and oversight risk; monitor independent director influence and any moves to strengthen committees .
- Performance context: FY2025 revenue and net income declined versus FY2024 due to contract timing and funding dynamics; watch FY2026 recovery drivers (Iowa STEM Scale-Up award, Catapult order normalization, and AFJROTC saturation trajectory) for execution proof points .
- Trading signals: With no CEO equity grants or options, insider selling pressure from the CEO is likely low unless large block sales occur; monitor Form 4s for any dispositions or pledging, and watch capital allocation (buybacks were active in FY2025) .