Haydee Ortiz Olinger
About Haydee Ortiz Olinger
Haydee Ortiz Olinger, age 67, has served on TransAct Technologies’ Board since July 27, 2018 and is the Board Chair following the 2022 separation of the CEO and Chair roles. She is a Senior Advisor at BarkerGilmore LLC and previously served over 30 years at McDonald’s Corporation, most recently as Global Chief Compliance & Privacy Officer (2002–2015). She holds a JD and BS in Management/Business Administration from DePaul University and an MS in Leadership & Business Ethics from Duquesne University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Global Chief Compliance & Privacy Officer | 2002–2015 | Developed and implemented best‑in‑class compliance and ethics programs |
| BarkerGilmore LLC | Senior Advisor | Sept 2017–Present | Advising/coaching legal and compliance talent |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The ONE Group Hospitality, Inc. (Nasdaq: STKS) | Independent Director | Current | Interlock with TACT; STKS is a customer of TACT |
| DePaul University | Board of Trustees | Current | Higher education governance |
| Illinois Lottery Control Board | Former Chairperson | Past | State oversight leadership |
| SCCE/HCCA | Board Member | Past | Compliance professional association governance |
| National Hispana Leadership Institute | Board Member | Past | Leadership development nonprofit |
Board Governance
- Roles: Board Chair (independent); member of Audit, Compensation, Nominating & Corporate Governance, Executive, and Strategy Committees. She chaired the Nominating & Corporate Governance Committee in 2023; Audrey Dunning became Chair in 2024 .
- Independence: Board affirmed independence for all directors except the CEO, and all members of Audit, Compensation, and Nominating & Corporate Governance Committees; independence assessment explicitly considered Olinger’s role with The ONE Group .
- Attendance: 2024 Board held 8 meetings; each director attended 100% of Board and relevant committee meetings. In 2023, Board held 12 meetings; each director attended ≥75%, average ~97.8% .
- Committee activity (2024): Audit met 5x; Compensation 6x; Nominating & Corporate Governance 4x; all independent membership and written charters .
- Executive sessions: Independent directors meet in executive session during/after most Board meetings and after all Audit Committee meetings; Board Chair leads Board sessions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,000 | 45,560 | 110,560 |
| 2023 | 65,000 | 45,248 | 110,248 |
- Structure: Non‑employee directors receive $10,000 per quarter retainer; Olinger receives an additional $25,000 annual cash retainer for service as Board Chair. No separate committee fees; reasonable meeting expenses reimbursed .
Performance Compensation
| Grant Year | Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | Feb 29, 2024 | RSUs | 6,700 | 45,560 | 25% per year starting first anniversary |
| 2023 | Mar 1, 2023 | RSUs | 6,400 | 45,248 | 25% per year starting first anniversary |
- Performance metrics: Director equity is time‑based RSUs; no disclosed performance‑based metrics, meeting fees, or option awards for directors .
Other Directorships & Interlocks
| Counterparty | Relationship to TACT | Olinger’s Role | 2024 Transaction ($) | 2023 Transaction ($) | Governance Treatment |
|---|---|---|---|---|---|
| The ONE Group Hospitality, Inc. (STKS) | Customer (food service tech products) | Independent Director at STKS | 117,000 | 246,000 | Approved/ratified by Audit Committee; arm’s‑length terms; independence reaffirmed with consideration of interlocks |
Expertise & Qualifications
- Extensive global restaurant industry experience and operational/legal expertise; compliance and privacy leadership at McDonald’s .
- Educational credentials: JD and BS from DePaul; MS in Leadership & Business Ethics from Duquesne .
- Board leadership: Independent Board Chair since 2022 Board declassification and leadership restructuring .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Apr 2, 2025 | 27,185 | <1% |
| Apr 1, 2024 | 21,560 | <1% |
- Unvested RSUs: Awarded 6,700 RSUs (2024 grant) and 6,400 RSUs (2023 grant) that vest 25% annually beginning on the first anniversary of the grant; 2024 RSUs unvested as of Dec 31, 2024 .
- Alignment safeguards: Company policy prohibits hedging, pledging, margin accounts, short sales, and speculative option trading by directors; Company maintains clawback policies (conduct violations since 2021; restatement policy adopted in 2023 per Nasdaq) .
Governance Assessment
- Board effectiveness and independence: Strong signals—independent Board Chair; fully independent key committees; robust executive sessions; high attendance (100% in 2024) .
- Pay‑for‑service alignment: Director pay is modest, with a balanced cash retainer and time‑based RSUs; no committee fees; RSUs vest over four years to promote longer‑term alignment .
- Ownership: Beneficial ownership increased from 21,560 to 27,185 shares year‑over‑year, but remains <1% of outstanding, typical for small‑cap boards; no director ownership guidelines disclosed (CEO/CFO only) .
- Controls and policies: Prohibitions on hedging/pledging and clawback policies support investor alignment and accountability .
- Potential conflicts and mitigation:
- RED FLAG: Interlock with The ONE Group (customer), where Olinger is an independent director and fellow TACT director Emanuel Hilario is CEO at STKS. Transactions were $117k (2024) and $246k (2023), approved by the Audit Committee at arm’s‑length and factored into independence determinations—mitigates but does not eliminate perceived conflict risk .
- Board refresh and governance structure: Declassification completed; separation of Chair/CEO roles; continued oversight by Nominating & Corporate Governance Committee (Olinger chaired in 2023; Dunning in 2024) .
Overall, Olinger’s compliance pedigree and independent Board leadership strengthen governance quality, while the STKS interlock requires continued Audit Committee monitoring to ensure arm’s‑length dealings and sustained independence .