Andrew Berger
About Andrew Berger
Andrew T. Berger (age 52) is an independent director of Table Trac, Inc. (TBTC) appointed on October 3, 2024; he has served on public company boards and in executive roles across technology and retail, including Executive Chair (since June 2016) and prior CEO (April 2021–November 2022) of Autoscope Technologies, and CEO of Tuesday Morning (November 2022–May 2023) where he assisted in the sale of assets to Hilco and later acquired the IP in 2024 to relaunch digital operations . Berger also leads AB Value Management LLC (GP of AB Value Partners, LP), has served as an equity analyst at Value Line, was CEO of Cosi, and a director at Rocky Mountain Chocolate Factory, indicating both investor and operator credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autoscope Technologies Corporation (Image Sensing Systems Inc.) | Director | Since Oct 2015 | Board experience; later Executive Chair |
| Autoscope Technologies Corporation | Executive Chair | Since Jun 2016 | Oversight of strategy and governance |
| Autoscope Technologies Corporation | CEO | Apr 2021–Nov 2022 | Operational leadership and execution |
| Tuesday Morning Corporation | CEO | Nov 2022–May 2023 | Led asset sale to Hilco |
| Tuesday Morning (IP) | Owner/operator of IP; digital relaunch | 2024–present | Relaunched digital operations |
| Cosi | CEO | Not disclosed | Turnaround/operator experience |
| Value Line, Inc. | Equity Analyst | Not disclosed | Fundamental research background |
| Rocky Mountain Chocolate Factory, Inc. | Director | Not disclosed | Additional public board exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AB Value Management LLC | Managing Member | Not disclosed | GP of AB Value Partners, LP (investment partnership) |
| AB Value Partners, LP | General Partner via AB Value Mgmt | Not disclosed | Activist/value-investor profile |
| Walker’s Manual, Inc. | Business consultant | Not disclosed | Advisory services |
Board Governance
- Committees: Audit Committee and Compensation Committee; both committees comprised of Berger, William Martinez, and Thomas Mertens; Mertens chairs both committees .
- Audit Committee membership: Thomas Mertens (Chair), William Martinez, Andrew Berger; Mertens designated the audit committee financial expert .
- Independence: Berger is “independent” under Nasdaq Rule 5605(a)(2) and meets Rule 10A-3(b)(1) criteria .
- Attendance and engagement: Board held 12 formal meetings in 2024; Audit met 5 times; Compensation met 2; Compliance met 4; directors attended 100% of board and committee meetings .
- Board leadership: Chairman is CEO Chad Hoehne; majority independent; risk oversight through board and committees .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Cash Compensation (Director fees) | $5,875 | Appointed October 3, 2024 (pro-rata) |
| Stock Awards | $0 | No director equity grants disclosed for 2024 |
| Option Awards | $0 | None disclosed |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value (USD) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs/DSUs | N/A | 0 | $0 | N/A | Not disclosed |
| Options | N/A | 0 | $0 | N/A | Not disclosed |
No performance-linked director compensation (PSUs/TSR or ESG-linked metrics) was disclosed for FY 2024; compensation appears entirely cash-based during Berger’s partial year of service .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Autoscope Technologies Corporation | Executive Chair; Director; prior CEO | Not disclosed | External leadership; no TBTC transaction ties disclosed |
| Rocky Mountain Chocolate Factory, Inc. | Director | Not disclosed | No TBTC transaction ties disclosed |
| Tuesday Morning Corporation | Former CEO | Not disclosed | Retail role; later IP ownership; no TBTC ties disclosed |
- Related-party transaction governance: TBTC policy requires related-party transactions be approved solely by a majority of disinterested and independent directors . No related-party transactions involving Berger are disclosed.
Expertise & Qualifications
- Investor-operator profile spanning board leadership (Executive Chair), CEO roles in public companies, and equity research experience, supporting governance, capital allocation, and operational oversight .
- Audit oversight exposure via Audit Committee membership, with Mertens as the designated financial expert; Berger contributes to compensation oversight via Compensation Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andrew Berger | 40,000 | <1% | Beneficial ownership as of record date table; outstanding shares for 2025 record date: 4,639,523 |
No disclosure of pledged shares, hedging, or director stock ownership guidelines for Berger; Section 16(a) filings were timely for FY 2024 per company review .
Governance Assessment
- Strengths: Independent director with cross-industry CEO and Executive Chair experience; active committee roles (Audit and Compensation); 100% attendance across board/committee meetings enhances board effectiveness .
- Alignment: Holds 40,000 TBTC shares (albeit <1%), and cash-only pay in 2024 avoids short-term equity complexity during onboarding; related-party transactions must be independently approved per policy, mitigating conflict risk .
- Watch items: Managing Member of AB Value Management (investment GP) indicates potential activist posture; monitor for any TBTC-related dealings with AB Value or portfolio companies, though none are disclosed; absence of director equity grants in 2024 limits formalized equity alignment during partial year—assess future grants/program design .
- Shareholder oversight: TBTC conducts say-on-pay on a three-year cycle (approved in 2022); 2025 includes advisory say-on-pay and say-on-frequency on ballot—monitor outcomes for investor sentiment .