Steven DeMartino
About Steven DeMartino
Steven A. DeMartino, 55, is President, Chief Financial Officer, Treasurer and Secretary of TransAct Technologies (TACT). He has served as CFO since 2004 and in the combined President/CFO role since June 2010, after progressing through finance leadership roles since 1996; he holds a BA in Accounting & Economics (Holy Cross), an MBA (University of Connecticut), and is a CPA . Company performance in 2024 included net sales of $43.384M vs. $72.631M in 2023 and an adjusted EBITDA of $(1.521)M used for incentives; total shareholder return (TSR) measured as the value of a $100 investment ended 2024 at $39.52 (vs. $67.44 in 2023) and net loss was $(9,863)K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransAct Technologies | President, CFO, Treasurer & Secretary | 2010–present | Finance leadership, capital allocation, strategic planning |
| TransAct Technologies | EVP, CFO, Treasurer & Secretary | 2004–2010 | Enterprise financial management, controls, reporting |
| TransAct Technologies | SVP, Finance & IT | 2001–2004 | Systems and finance integration |
| TransAct Technologies | VP & Corporate Controller | 1998–2001 | Consolidation, reporting, accounting policy |
| TransAct Technologies | Corporate Controller | 1996–1997 | Stand-up of finance post spin-off |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 392,559 | 405,216 |
| Target Bonus (%) | 50% | 50% |
| Actual Annual Incentive ($) | 239,625 | 33,962 |
| All Other Compensation ($) | 25,646 (auto allowance $12,000; 401(k) $9,150; life/disability $4,496) | 33,604 (auto allowance $12,000; 401(k) $15,250; life/disability $6,354) |
| Total Compensation ($) | 936,830 | 1,166,452 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Max | Actual 2024 | Payout Factor |
|---|---|---|---|---|---|---|
| Strategic Objectives | 50% | — | — | — | 33.3% | 16.7% weighted |
| FST Revenue ($) | 37.5% | 16,500,000 | 22,000,000 | 27,500,000 | 16,101,000 | 0% (below threshold) |
| Adjusted EBITDA ($) | 12.5% | 0 | 1,000,000 | 3,000,000 | (1,521,000) | 0% (below threshold) |
| Total AIP Payout | — | — | — | — | — | 16.7% of Target |
Result: Paid 16.7% of target → $33,962 .
Long-Term Equity Awards
| Element | Grant Date | Structure | Target Mix | Key Terms |
|---|---|---|---|---|
| 2024 Annual LTI | 2/29/2024 | NQSOs, RSUs, PSUs | ~30% options / 20% RSUs / 50% PSUs | Options 21,000; RSUs 8,300; PSUs performance-weighted; options/RSUs vest 25% annually over four years |
| One-time Retention RSUs | 9/4/2024 | RSUs | — | 100,000 RSUs vesting in 8 equal quarterly tranches over two years; grant date fair value $414,000 |
| PSU Outcomes – 2024 Cohort | 2/29/2024 | Performance: FST revenue 75% / Adjusted EBITDA 25% | Threshold (50%) at $16.5M FST revenue and $0 EBITDA | Threshold not achieved; PSUs forfeited |
| PSU Outcomes – 2023 Cohort | 3/1/2023 | Performance: equally weighted FST revenue and adjusted EBITDA | — | Achieved 115.6% payout; vests in three equal installments on 3/1/2024, 3/1/2025, 3/1/2026 |
PSU metric table (2024):
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| FST Revenue ($) | 75% | 16,500,000 | 22,000,000 | 26,400,000 | 16,101,000 | 0% |
| Adjusted EBITDA ($) | 25% | 0 | 1,000,000 | 2,400,000 | (1,521,000) | 0% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 363,129 shares; 3.52% of class (Rule 13d-3 calculation includes options exercisable within 60 days) |
| Options Exercisable | 230,700 shares currently exercisable under 2014 Equity Incentive Plan |
| Unvested RSUs (counts, market value at $4.09 on 12/31/2024) | 1,375 ($5,624); 3,100 ($12,679); 5,925 ($24,233); 8,300 ($33,947); 87,500 ($357,875) |
| Unvested PSUs (2023 performance) | 15,259 ($62,409); vests 3/1/2024–2026 |
| Hedging/Pledging | Prohibited for directors/officers under Insider Trading Policy (no hedging, no pledging, no margin accounts) |
| Stock Ownership Guidelines | CFO required to hold ≥1x base salary; CFO has attained required level |
Note: Option grants carry exercise prices mostly above $4.09 year-end price (e.g., $6.80, $7.07, $9.10, $10.27), implying many options were underwater at 12/31/2024, reducing immediate exercise/selling pressure .
Employment Terms
| Term | CFO Agreement (effective 9/4/2024) |
|---|---|
| Base Salary | $407,958 annualized; subject to Compensation Committee review |
| Agreement Term | One-year term with automatic one-year renewals unless 90-day non-renewal notice |
| Annual Bonus Eligibility | Targeted as % of base; metrics set annually by Compensation Committee |
| One-time RSU Inducement | 100,000 RSUs vest over two years (8 equal quarterly tranches) |
| Severance (non-CoC) | 12 months base; prior-year unpaid bonus; pro-rated target bonus for year of termination (paid over 12 months); 12 months COBRA (after-tax reimbursement); 12 months reimbursement of supplemental LTD/life premiums; release required |
| Severance (CoC Double-Trigger) | If terminated without Cause or resigns for Good Reason within 6 months pre- or 18 months post-CoC: 2 years base; 2x target bonus (paid over 2 years); prior-year unpaid bonus; COBRA reimbursement for 18 months plus 6 additional months equivalent; 12 months reimbursement of supplemental LTD/life premiums; release required |
| Non-Compete/Non-Solicit | One-year post-termination; confidentiality/nondisclosure covenants |
| Equity Acceleration Plan Terms | 2014 Plan accelerates awards upon specified Change in Control events; performance awards with incomplete periods vest at target upon CoC |
| Tax Gross-Ups | None for golden parachute payments |
| Clawback Policies | Legal/compliance violation clawback (since 2021) and Nasdaq restatement clawback (2023) |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay Approval | ~90.5% approval of shares present and entitled to vote |
| Say-on-Frequency Recommendation | Board recommends annual vote; frequency vote held again in 2025 per Exchange Act Sec. 14A |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Sales ($000s) | — | 72,631 | 43,384 |
| Net Income (Loss) ($000s) | (5,936) | 4,748 | (9,863) |
| TSR – Value of $100 Investment | 61.06 | 67.44 | 39.52 |
| Adjusted EBITDA ($) – used in incentives | — | — | (1,521,000) |
Segment highlights (2024 vs 2023): FST revenue $16.101M (down 1.3%); Casino & Gaming $20.348M (down 50.6%); POS automation $3.361M (down 51.4%); TSG $3.574M (down 56.5%) .
Compensation Structure Analysis
- Year-over-year mix shifted toward equity due to a one-time 100,000 RSU grant in September 2024 to support strategic planning and retention; 2024 PSUs were forfeited, illustrating performance-at-risk design .
- AIP payouts dropped sharply to 16.7% of target for 2024 given shortfalls on FST revenue and adjusted EBITDA, indicating strong pay-for-performance alignment amid operational pressure .
- Stock ownership guidelines in place and met; clawback policies (conduct/restatement) and strict bans on hedging/pledging reinforce alignment and governance .
- No tax gross-ups for change-in-control payments; severance features are double-trigger on CoC, with 2x salary + 2x target bonus reflecting market-competitive retention economics .
Investment Implications
- Alignment: Low 2024 bonus payout (16.7% of target) and PSU forfeiture show the plan’s sensitivity to FST growth/EBITDA, supporting pay-for-performance even as topline fell 40% and TSR deteriorated; retention RSUs create stickiness through 2026 .
- Retention risk: Double-trigger CoC protections (2 years salary and 2x target bonus) and quarterly RSU vesting mitigate near-term turnover risk; underwater options lessen immediate monetization pressure .
- Trading signals: The eight-quarter RSU vest cadence (through 2026) may introduce periodic sell pressure upon vesting; bans on hedging/pledging reduce forced-selling risk; watch AIP/PSU metric disclosure for FST revenue and adjusted EBITDA trajectory into 2025 .
- Governance: Strong say-on-pay approval (~90.5%), stock ownership guidelines compliance, and clawbacks indicate shareholder-friendly practices, though macro/segment headwinds drove 2024 losses and TSR compression .