Randall Friedman
About Randall S. Friedman
Randall S. Friedman, 52, has served as an independent director of TransAct Technologies (TACT) since November 2020. He is currently Chief Executive Officer of JohnWallStreet Inc. (since July 2024) and previously was Managing Director at Oaklins DeSilva+Phillips (Jan 2022–Jul 2024); he founded Iaso Health, LLC (2019–2022) and earlier held senior roles at Lebhar-Friedman, Inc. and Penton Media focused on B2B media in food service and retail. He holds a B.A. from Williams College and an MBA from Fordham University School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaklins DeSilva+Phillips | Managing Director | Jan 2022 – Jul 2024 | Advised clients in media, marketing and healthcare; M&A advisory |
| Iaso Health, LLC | Founder | 2019 – 2022 | Launched online search tool for on-demand healthcare options |
| Lebhar-Friedman, Inc. | President & CEO | 2014 – 2018 | Led B2B media; focus on sales and marketing in food service/retail |
| Penton Media, Inc. | Group Publisher (Restaurant; Restaurant & Food groups) | 2010 – 2014 | Commercial leadership in industry publishing |
| Lebhar-Friedman, Inc. | Various management roles | 2000 – 2010 | Progressive leadership in B2B media |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JohnWallStreet Inc. | Chief Executive Officer | Jul 2024 – Present | B2B intelligence and access platform for sports industry executives |
| Public company boards | — | — | None disclosed in TACT proxy |
Board Governance
- Independence and tenure: The Board determined all directors except the CEO are independent; Mr. Friedman is independent and has served since Nov 2020 .
- Board declassification and leadership: TACT fully declassified its Board by 2025; Chair and CEO roles are separated (Chair: Haydee Ortiz Olinger) .
- Committee assignments and chairs (2024 activity shown):
- Compensation Committee Chair; committee met 6 times in 2024 .
- Audit Committee member; Audit met 5 times in 2024 .
- Nominating & Corporate Governance Committee member; committee met 4 times in 2024 .
- Executive Committee member .
- Attendance: Board held 8 meetings in 2024; each current director attended 100% of Board and committee meetings while serving .
- Executive sessions: Independent directors meet in executive session during/after most Board meetings and following all Audit Committee meetings .
2025 Shareholder Voting Signals
| Director | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Randall S. Friedman | 3,504,170 | 1,025,843 | 2,650,766 |
Observation: Support of ~77% of votes cast (For ÷ (For+Withhold)) indicates elevated withhold levels versus typical >90% norms—monitor shareholder concerns directed at the full slate (similar withholds occurred across nominees) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | $10,000 per quarter; paid at start of each quarter |
| Committee fees | $0 | TACT does not separately compensate for committee service |
| Board Chair fee | N/A | Only Board Chair receives additional $25,000 (Olinger) |
- Director 2024 totals (Friedman): Cash $40,000; Stock awards grant-date fair value $45,560; Total $85,560 .
Performance Compensation (Director)
| Equity Grant | Grant Date | Instrument | # Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant | Feb 29, 2024 | RSUs | 6,700 | $45,560 | 25% per year starting on 1st anniversary; unvested at 12/31/24 |
- No performance-vesting elements apply to director equity; awards are time-based RSUs; company provides no meeting or committee fees to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or interlocks disclosed for Mr. Friedman . |
Expertise & Qualifications
- Skills/experience highlighted by the Board: B2B marketing and media; over a decade in digital innovation and marketing, strategic planning, M&A (acquisitions/divestitures), restructuring and business evolution; industry expertise in food service technology—aligns with TACT’s FST strategy .
- Education: Williams College (BA); Fordham University School of Business (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Randall S. Friedman | 14,425 | <1% |
- Policy alignment: Hedging and pledging of company stock are prohibited for directors, mitigating misalignment and collateral risk .
- Section 16 compliance: Company reports all required insider filings were compliant for fiscal 2024 and prior years, except as previously reported (no new delinquencies disclosed) .
Governance Assessment
-
Positive signals
- Independent director serving as Compensation Committee Chair across an active year (6 meetings), with full 2024 attendance—strong engagement .
- Compensation discipline: 2024 executive PSUs paid 0% with full forfeiture upon not meeting FST revenue and adjusted EBITDA thresholds—comp committee certified outcome on Feb 27, 2025, indicating pay-for-performance rigor .
- Anti-hedging/pledging policy reduces misalignment/pledging risk; robust independence criteria and committee-only independence reinforce governance quality .
- Say-on-pay 2025 passed with strong support (For 4,118,139; Against 400,597; Abstain 11,277), suggesting shareholder endorsement of compensation framework under current committee leadership .
-
Watch items / RED FLAGS
- Elevated withholds in 2025 director elections (e.g., Friedman 3,504,170 For vs 1,025,843 Withhold), indicating notable shareholder dissent across the slate; investors may be signaling concerns on strategy, performance, or governance—engagement advisable .
- Related-party transactions exist with The ONE Group tied to other directors (not Friedman); amounts were small ($117k in 2024; $246k in 2023) and approved/ratified by the Audit Committee, but continued monitoring is warranted given Board overlap .
-
Additional context
- Board fully declassified by 2025 and Chair/CEO roles remain separated, supporting accountability and board refreshment objectives .
- Committee structure and documented risk oversight responsibilities (Audit—financial/cyber; Comp—compensation risk; N&CG—independence/conflicts) align to standard governance frameworks .
Overall: Friedman’s committee leadership, independence, and perfect attendance support board effectiveness. The 2025 withhold levels across nominees are an investor-sentiment flag to monitor, though say-on-pay support indicates approval of compensation oversight. No Friedman-specific related-party or Section 16 issues were disclosed .