William DeFrances
About William DeFrances
William J. DeFrances, age 60, is Vice President & Chief Accounting Officer of TransAct Technologies (TACT), serving as principal accounting officer since August 3, 2022 after joining the company on July 12, 2022; he holds a B.S. in Business Administration (Accounting) from Bryant University, an MBA from the University of Connecticut, and is a certified public accountant . He previously held finance and accounting leadership roles at Omega Engineering (Spectris), Pratt & Whitney (UTC), Sikorsky (Lockheed Martin), ATMI (semiconductors), CUNO, and PricewaterhouseCoopers . Company performance during his tenure shows net sales of $43.4M in 2024 vs. $72.6M in 2023, adjusted EBITDA for 2024 at $(1.5)M used in PSUs, and TSR of an initial fixed $100 at $39.52 (2024) vs. $67.44 (2023), reflecting macro and execution headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransAct Technologies | VP & Chief Accounting Officer | 2022–present | Principal accounting officer; SOX certifications on 10-K/10-Qs |
| Omega Engineering (Spectris plc) | Corporate Controller | 2020–2022 | Led controllership for instrumentation/electronics subsidiary, strengthening reporting controls |
| Independent Consultant | Financial Consultant | 2019–2020 | Provided finance advisory; transition across industry roles |
| Pratt & Whitney (UTC) | Associate Director, Military Finance | 2018–2019 | Oversight of military finance programs; defense contracting rigor |
| Sikorsky Aircraft (Lockheed Martin) | Business Unit Controller, USG/Military & International Military | 2015–2018 | Controlled unit P&L and reporting across military programs |
| Sikorsky Aircraft | Assistant Controller, Financial Reporting | 2009–2013 | Led SEC and external reporting processes |
| ATMI (acquired by Entegris) | VP Treasurer; VP Controller | 2005–2009 | Corporate finance and controllership in semiconductors |
| CUNO Incorporated | VP Controller & Assistant Secretary; prior roles | 1996–2005 | Industrial manufacturing reporting leadership |
| PricewaterhouseCoopers | Audit Senior Manager | 1987–1996 | Public audit/EY-level assurance foundation |
External Roles
- No public company directorships or board committee roles disclosed for DeFrances .
Fixed Compensation
- Base salary and target bonus % for DeFrances are not disclosed in the 2025 proxy (he is not a named executive officer). His severance agreement references participation in the Executive Incentive Compensation Plan, but does not state current salary or bonus target % .
- Initial equity grant upon appointment: nonqualified stock options to purchase 10,000 shares, vesting 25% per year over four years under the 2014 Equity Incentive Plan .
| Component | Detail | Source |
|---|---|---|
| Base Salary | Not disclosed | |
| Target Bonus % | Not disclosed; participates in EIC if applicable | |
| Option Grant | 10,000 NQ options; vest 25% annually over 4 years | |
| RSUs/PSUs | Not disclosed for DeFrances |
Performance Compensation
TransAct’s PSU framework for NEOs (context for alignment across senior executives) used the following 2024 metrics; awards were forfeited after threshold was not achieved. DeFrances’ participation in PSUs is not disclosed.
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (150%) | Actual 2024 | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| FST revenue ($) | 75% | $16,500,000 | $22,000,000 | $26,400,000 | $16,101,000 | —% | Scheduled 1/3 on 2/27/2025, 2/27/2026, 2/27/2027; forfeited 2/27/2025 |
| Adjusted EBITDA ($) | 25% | — | $1,000,000 | $2,400,000 | $(1,521,000) | —% | See above; forfeited |
Compensation philosophy emphasizes pay-for-performance, with base salary, annual cash incentives, and equity awards, reviewed versus peers with input from an independent consultant (CAP); in 2024 CAP advised on CFO terms, implying market alignment rigor across the program .
Equity Ownership & Alignment
- Beneficial ownership for DeFrances is not presented in the 2025 proxy’s ownership table (covers >5% holders and NEOs/directors); thus % of shares outstanding and exact owned shares for DeFrances are not disclosed .
- Outstanding awards known: 10,000 options granted 8/3/2022; vesting 25% annually (expected vest dates: 8/3/2023, 8/3/2024, 8/3/2025, 8/3/2026) .
- Hedging and pledging are prohibited by company policy; covered persons may not pledge company stock, engage in hedging (collars/swaps), short sales, or hold shares in margin accounts; pre-clearance and blackout periods apply, with optional Rule 10b5-1 plans requiring CFO approval .
- Plan-level change-in-control: 2014 Equity Incentive Plan provides acceleration/vesting in certain change-in-control scenarios (e.g., sale of assets, acquisition of ≥50% voting securities), with delivery possibly escrowed; performance awards without complete performance period vest at target .
| Alignment Factor | Status | Source |
|---|---|---|
| Total beneficial ownership | Not disclosed for DeFrances | |
| Options exercisable/unexercisable | 10,000 NQ options grant; annual vesting | |
| Shares pledged | Prohibited by policy | |
| Hedging/short sales | Prohibited by policy | |
| Trading windows/preclearance | Required; blackout and Rule 10b5-1 framework | |
| Stock ownership guidelines | Not disclosed |
Employment Terms
Severance Agreement (dated August 3, 2022) governs non-compete, severance, and change-in-control economics for DeFrances.
| Provision | Without Cause (non-CIC) | Terminating Event post Change-in-Control | Non-Compete | Other |
|---|---|---|---|---|
| Cash severance | 6 months of base salary, paid monthly; pro‑rated target bonus for the fiscal year of termination, paid monthly | 12 months of base salary, paid monthly; full target bonus paid monthly | 6 months (non‑CIC) | General release required; medical/dental contribution during severance period; immediate vesting of all options upon Terminating Event; Section 409A specified employee six-month delay if applicable |
| Benefits | Company contribution to medical/dental plans (subject to eligibility) | Company contribution to medical/dental plans (subject to eligibility) | 12 months (CIC Terminating Event) | Governing law Connecticut; injunction for breach; notices as specified |
Company-wide plan acceleration terms on change-in-control under the 2014 Equity Incentive Plan also apply to participants, with performance awards vesting at target if performance period incomplete .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($000s) | — | $72,631 | $43,384 |
| “Value of initial fixed $100 investment” (TSR) ($) | $61.06 | $67.44 | $39.52 |
| Net (Loss) Income ($000s) | $(5,936) | $4,748 | $(9,863) |
| Adjusted EBITDA used in PSU ($) | — | — | $(1,521) |
Notable governance and shareholder feedback:
- 2025 say-on-pay advisory vote: For 4,118,139; Against 400,597; Abstain 11,277; broker non-votes 2,650,766; frequency voted “1 year” most common (4,156,264) .
Compensation Structure Analysis
- Program integrity: No excise tax gross-ups in NEO agreements; plan-level CIC acceleration vests performance awards at target only when the period is incomplete, avoiding windfalls .
- Mix shift/pressure: 2024 PSUs for NEOs were forfeited due to under-threshold FST revenue and negative adjusted EBITDA, demonstrating downside sensitivity of performance equity; while DeFrances’ participation is not disclosed, the firm’s framework emphasizes at-risk pay .
- Option emphasis: DeFrances’ initial equity was stock options (10,000), increasing performance leverage vs. RSUs; vesting schedules can create periodic sell pressure when windows open, tempered by strict trading policy and blackout restrictions .
Risk Indicators & Red Flags
- Hedging/pledging: Explicitly prohibited, reducing misalignment risk from collateralized positions .
- Clawbacks: Not specifically disclosed in the materials reviewed; insider trading policy and blackout controls are in place .
- Related party transactions: Limited, disclosed at immaterial levels; none tied to DeFrances .
- Legal/proceedings: None disclosed regarding DeFrances in reviewed filings.
Competency & Qualifications
- Credentials: CPA; MBA (UConn); BS (Bryant) .
- Domains: SEC reporting, controllership, defense and aerospace finance, semiconductors, industrial manufacturing .
- SOX roles: Signatory workflows (principal accounting officer) across 10-K and 10-Q periods in 2024–2025 signal direct accountability for controls and disclosures .
Equity Vesting & Insider Selling Pressure
| Grant Type | Grant Date | Shares/Options | Vesting | Key Dates |
|---|---|---|---|---|
| NQ Stock Options | 08/03/2022 | 10,000 | 25% annually over 4 years | Expected vest tranches: 8/3/2023, 8/3/2024, 8/3/2025, 8/3/2026 |
- Trading governance: Pre-clearance required; blackout windows from 15 days before quarter-end through two full trading days after earnings release; 10b5‑1 plans allowed with CFO approval and cooling-off periods; no margin, pledging, or hedging permitted .
Employment Contracts, Severance, and Change-of-Control Economics
- Term: Severance Agreement (not a fixed-term employment contract); effective August 3, 2022 .
- Without Cause severance (non‑CIC): 6 months base salary monthly; pro‑rated target bonus monthly; medical/dental contribution; release required .
- CIC Terminating Event severance: 12 months base salary monthly; target bonus monthly; medical/dental contribution; immediate vesting of all options; release required; 409A specified employee rules apply .
- Non-compete: 6 months (non‑CIC termination); 12 months (CIC Terminating Event) .
- Equity plan CIC: Acceleration per plan; performance awards without completed period vest at target .
Investment Implications
- Alignment: Option-only initial grant for DeFrances creates performance leverage; prohibition on hedging/pledging strengthens alignment and reduces collateral risk .
- Retention: Defined severance and non-compete periods (6–12 months) with option acceleration on CIC Terminating Event provide moderate retention balance; absence of guaranteed RSUs reduces short-term retention lock-in compared to peers .
- Execution signal: Forfeiture of 2024 PSUs for NEOs (due to revenue/EBITDA misses) underscores tight linkage to operating performance and potential overhang until metrics reset; while not specific to DeFrances, as principal accounting officer he is central to financial rigor .
- Trading pressure: Option vesting schedules can add tradable supply; strict blackout and pre-clearance mitigate opportunistic selling; consider monitoring Form 4s and any Rule 10b5‑1 adoptions for signal of liquidity needs versus confidence .
- Governance: Strong insider trading policy and say‑on‑pay support (≈91% “For”) indicate investor acceptance of compensation design, reducing governance discount risk .