Brent Richtsmeier
About Brent Richtsmeier
Brent Richtsmeier is Chief Technology Officer (CTO) at TransAct Technologies (TACT), serving in this role since September 2021 after joining the company in December 2019 and being appointed an officer in January 2021; he is age 60 per TACT’s FY 2024 10-K executive officer list . Prior roles include VP of Development at Samsung (software strategy and large-scale development) and Global Head of Cloud & Mobile Software Solutions at HP Inc following Samsung’s divestiture, underscoring deep software and platform leadership . Company performance metrics tied to Richtsmeier’s incentives show FST revenue of $16.3M in 2023 and $16.1M in 2024, with adjusted EBITDA of $9.967M in 2023 and $(1.521)M in 2024; these outcomes drove 115.6% PSU payout for 2023 awards and forfeiture of 2024 PSUs, and a 22.5% payout under his 2024 annual bonus framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransAct Technologies | SVP, Software Engineering; appointed officer Jan 2021 | Dec 2019–Jan 2021 | Built software engineering function; promoted to CTO |
| TransAct Technologies | Chief Technology Officer | Sep 2021–present | Leads technology strategy and execution across FST and gaming businesses |
| Samsung Electronics Co., Ltd. | VP of Development | May 2004–Nov 2017 | Responsible for software strategy, development at scale, business development |
| HP Inc | Global Head of Cloud & Mobile Software Solutions | Nov 2017–2019 | Led cloud/mobile software following Samsung’s business products divestiture |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $265,385 | $324,000 | $333,970 | $344,736 |
| Target Bonus (%) | — | — | — | 40% |
| Actual Bonus Paid – Non-Equity Incentive ($) | $75,200 | $51,840 | $163,089 | $31,236 |
| Discretionary Cash Bonus ($) | — | $35,920 | — | — |
| Stock Awards (Grant-Date Fair Value, $) | — | $123,760 | $122,500 | $122,720 |
| Option Awards (Grant-Date Fair Value, $) | $91,400 | $52,812 | $52,500 | $52,668 |
Performance Compensation
Annual Incentive – FY 2024 (CTO)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Strategic Objectives | 30% | — | — | — | Achieved 75% | 75% | 22.5% |
| FST Revenue ($) | 52.5% | $16,500,000 | $22,000,000 | $27,500,000 | $16,101,000 | 0% | 0% |
| Adjusted EBITDA ($) | 17.5% | — | $1,000,000 | $3,000,000 | $(1,521,000) | 0% | 0% |
| Total Payout Factor | — | — | — | — | — | — | 22.5% |
Design features: CTO annual incentive based 70% on quantitative goals (FST revenue 52.5%; adjusted EBITDA 17.5%) and 30% on measurable strategic objectives; payout increments use sliding scales as disclosed .
PSUs – FY 2023 Award (earned; vests 3/1/2024, 3/1/2025, 3/1/2026)
| Metric | Weight | Threshold | Target | Maximum | Actual (2023) | Payout | Total PSU Payout |
|---|---|---|---|---|---|---|---|
| FST Revenue ($) | 50% | $13,500,000 | $18,000,000 | $21,600,000 | $16,308,000 | 81.2% | — |
| Adjusted EBITDA ($) | 50% | $5,500,000 | $7,300,000 | $8,760,000 | $9,967,000 | 150% | — |
| Combined (weighted) | — | — | — | — | — | — | 115.6% |
PSUs – FY 2024 Award (forfeited)
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) | Payout | Status |
|---|---|---|---|---|---|---|---|
| FST Revenue ($) | 75% | $16,500,000 | $22,000,000 | $26,400,000 | $16,101,000 | 0% | Award forfeited |
| Adjusted EBITDA ($) | 25% | $— | $1,000,000 | $2,400,000 | $(1,521,000) | 0% | Award forfeited |
| Vesting cadence | — | — | — | — | — | — | 1/3 at certification (2/27/2025), 1/3 on 2/27/2026, 1/3 on 2/27/2027 (if earned) |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Apr 1, 2024 | 36,899 | <1% |
| Apr 2, 2025 | 56,402 | <1% |
- TACT prohibits hedging and pledging of company stock; short sales and speculative options trading are also prohibited under the Insider Trading Policy .
- Stock ownership guidelines apply to CEO (2x salary) and CFO (1x salary), not to CTO; CFO was in compliance as of 12/31/2023 .
Outstanding Equity Awards (Brent Richtsmeier) – 12/31/2024
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs/PSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 02/27/2020 | 5,000 | — | 9.80 | 02/27/2030 | — | — |
| 04/30/2020 | 7,500 | — | 4.25 | 04/30/2030 | — | — |
| 03/04/2021 | 7,500 | 2,500 | 10.27 | 03/04/2031 | — | — |
| 10/28/2021 | 3,750 | 1,250 | 14.59 | 10/28/2031 | — | — |
| 03/02/2022 | 5,400 | 5,400 | 9.10 | 03/02/2032 | 1,950 (RSU) | $7,976 |
| 03/01/2023 | 3,125 | 9,375 | 7.07 | 03/01/2033 | 3,750 (RSU) | $15,338 |
| 03/01/2023 (PSU, earned at 115.6%) | — | — | — | — | 9,556 (PSU) | $39,084 |
| 02/29/2024 | — | 13,200 | 6.80 | 02/29/2034 | 5,200 (RSU) | $21,268 |
Notes:
- Market value calculated using TACT closing price $4.09 on 12/31/2024 .
- Options and RSUs vest 25% annually over four years; 2023 PSUs vest in three equal installments on 3/1/2024, 3/1/2025, 3/1/2026; 2024 PSUs were forfeited due to threshold miss .
Given the 12/31/2024 share price ($4.09), option strikes ranging from $6.80 to $14.59 were out-of-the-money at year-end, limiting realizable value from options absent stock appreciation .
Employment Terms
| Provision | Without Cause Termination | Change-in-Control (CIC) + Termination/Good Reason | Other Key Terms |
|---|---|---|---|
| Cash severance | 6 months of base salary, paid monthly | 12 months of base salary, paid monthly | — |
| Bonus treatment | Pro rata portion of annual target bonus for year of termination, paid monthly | Annual target bonus for one year, paid monthly | — |
| Benefits | Continued group medical/dental for severance period (employee contributions apply) | Continued group medical/dental for one year (employee contributions apply) | — |
| Equity | — | Immediate vesting of stock options; plan-level CIC acceleration provisions for equity awards apply | |
| Triggers | Termination without Cause; CIC benefits require termination or resignation for Good Reason within 12 months of CIC (double trigger) | Good Reason includes material reduction in role/salary (not broad reductions), or relocation >50 miles | Release required to receive benefits |
| Non-compete / non-solicit | 6 months post Termination Event for NEOs | 1 year post CIC Event for NEOs | — |
| Clawbacks | Misconduct-based clawback since 2021; restatement clawback adopted in 2023 per Nasdaq rules | — | — |
| Hedging/pledging | Prohibited; margin accounts restricted; short sales and speculative derivatives prohibited | — | — |
Compensation Structure Analysis
- Increased equity at-risk with 50% PSU weighting in long-term incentives; however, PSUs forfeited for 2024 reflect a tougher performance bar after weighting shifted to 75% FST revenue and 25% adjusted EBITDA .
- Annual incentive design for CTO kept 70% quantitative weighting and 30% strategic objectives; 2024 payout was 22.5% of target, driven solely by strategic objectives while financial metrics missed thresholds .
- Options remain 25%/year vesting with 10-year terms; at 12/31/2024, most grants were out-of-the-money, emphasizing alignment with future stock price appreciation rather than immediate cash realization .
Equity Ownership & Alignment Signals
- Beneficial ownership is modest (<1%), limiting direct “skin-in-the-game” but balanced by multi-year RSU/PSU and option holdings that vest over time; PSUs can amplify outcomes when performance meets targets, as in 2023 (115.6%) .
- Hedging and pledging prohibitions reduce misalignment risk and potential forced selling pressure due to collateral calls .
- CEO/CFO stock ownership guidelines do not extend to CTO; CTO alignment is primarily via performance-based equity programs and option exposure .
Performance & Track Record (Selected Company Metrics linked to CTO incentives)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| FST Revenue ($) | $16,308,000 | $16,101,000 |
| Adjusted EBITDA ($) | $9,967,000 | $(1,521,000) |
Investment Implications
- Pay-for-performance calibration: 2023 PSU payout (115.6%) vs 2024 PSU forfeiture indicates sensitivity to operational execution (FST revenue and adjusted EBITDA) central to the CTO’s mandate; 2024 annual bonus paid only on strategic objectives (22.5% of target) suggests financial headwinds constrained incentive outcomes .
- Selling pressure: Hedging/pledging bans and predominantly out-of-the-money options at year-end 2024 ($4.09 price vs strikes $6.80–$14.59) reduce near-term monetization, implying limited forced or opportunistic selling from options; RSUs will continue to vest and may be a source of periodic liquidity .
- Retention risk: CTO severance provides moderate protection (6 months base + pro rata bonus; CIC double-trigger with 12 months base+bonus and option vesting), but forfeited PSUs in 2024 compress realized pay; ongoing RSU/option vesting supports retention through time-based mechanisms .
- Alignment and governance: Strong alignment mechanisms via clawbacks and anti-hedging/pledging, with incentive designs focused on FST revenue growth and EBITDA—key levers for value creation in TACT’s pivot towards FST solutions .