Chad Hoehne
About Chad Hoehne
Founder, President, CEO, and Chief Technology Officer of Table Trac, Inc.; age 63; director since 1999. Education: BS in Business Administration and Finance, Minnesota State University Mankato; prior decade in management at a Minneapolis electronics manufacturing and software company before founding Table Trac in 1995, developing and patenting its table games management system and expanding into a full Casino Management System business licensed across multiple jurisdictions . Performance context: 2024 revenue rose 17.7% year-over-year; gross margin was 71%; net income was $1.58M vs $1.61M in 2023 . Pay-versus-performance shows compensation-actually-paid to the PEO and cumulative TSR (initial $100 investment ending values: $130.81 in 2022, $114.55 in 2023, $112.96 in 2024); company uses net income as a performance measure but does not use TSR in its compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minneapolis-based electronics manufacturing and software company | Management | ~10 years pre-1995 | Engineering and software experience leveraged to design Table Trac’s patented gaming systems |
| Table Trac, Inc. | Founder; President; CEO; CTO; Chairman | 1995–present; director since 1999 | Created patented table games management system; expanded to unified Casino Management System across U.S. states, 13 countries, First Nations, serving 300+ casinos |
External Roles
- No external public-company directorships or external roles for Chad Hoehne are disclosed in the company’s proxy statements or 10-K .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary and Bonus (USD) | $380,814 | $357,000 | $328,150 |
| Stock Awards (USD) | $0 | $0 | $0 |
| Stock Option Awards (USD) | $0 | $0 | $0 |
| Total Compensation (USD) | $380,814 | $357,000 | $328,150 |
Notes:
- The Compensation Committee did not consider “pay-versus-performance” disclosures in setting pay for the years shown .
- No employment or change-in-control agreements with named executive officers; no pension/SERP; executives participate in insurance and 401(k) .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Vesting Schedule | Exercise/Expiration | Status |
|---|---|---|---|---|---|
| Stock Options | May 14, 2021 | 20,000 options to Hoehne | 25% immediate; 25% annually thereafter | $2.42 strike; expires 5/13/2031 | 15,000 exercisable/5,000 unexercisable at 12/31/2023 ; 20,000 exercisable/0 unexercisable at 12/31/2024 |
| Pay vs Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Compensation Actually Paid (USD) | $396,550 | $402,661 | $356,386 |
| Cumulative TSR – Ending Value of $100 | $130.81 | $114.55 | $112.96 |
| Net Income (USD) | $1,624,453 | $1,613,005 | $1,576,428 |
Notes:
- Company uses net income as a performance measure in executive compensation; TSR is not used .
- No target bonus %, actual bonus breakdowns, or PSU metrics/weightings for the CEO are disclosed .
Equity Ownership & Alignment
| Ownership Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 1,171,600 | 1,159,100 | 1,173,700 |
| % of Shares Outstanding | 25.35% | 25.08% | 25.30% |
| Options – Exercisable | 15,000 | 20,000 | 20,000 |
| Options – Unexercisable | 5,000 | 0 | 0 |
| Shares Pledged/Hedged | Not disclosed |
Policies and trading controls:
- Insider Trading Guidelines require pre-clearance for directors/officers; set blackout periods two days before quarter/year-end until one day after one full trading day post-earnings filing; allow approved Rule 10b5-1 plans .
Employment Terms
- No employment agreements; no change-of-control agreements; no severance provisions disclosed for the CEO .
- Clawback provisions: Not explicitly disclosed in proxy or 10-K; Company has Code of Ethics and Insider Trading Policy, plus Related-Party Transaction policy requiring approval by independent directors .
Board Governance
- Roles: Hoehne is Chairman; Board majority independent; independent directors: Andrew Berger (appointed Oct 3, 2024), William Martinez, Thomas Mertens; committees: Audit and Compensation (Berger, Martinez, Mertens; Mertens chairs both), Compliance (Martinez chair; members include Hoehne and external consultant, former Nevada Gaming Control Board member) .
- Meetings/Attendance: Board met 12 times in 2024; Audit 5; Compensation 2; Compliance 4; 100% attendance for directors and committees; 2023 Board met 9 times; Audit 4; Compensation 5; Compliance 4; 100% attendance .
- Audit Committee Financial Expert: Thomas Mertens; independence confirmed under Nasdaq rules and 10A-3 .
- Say-on-pay and frequency: Advisory say-on-pay included in 2025 ballot; frequency recommended at every three years, consistent with 2022 stockholder approval .
Director compensation (non-employee):
| Director | FY 2023 Cash (USD) | FY 2024 Cash (USD) |
|---|---|---|
| William Martinez | $23,500 | $23,500 |
| Thomas Mertens | $25,500 | $25,500 |
| Andrew Berger | — | $5,875 (appointed Oct 3, 2024) |
Dual-role implications:
- Combined CEO/Chairman role could raise independence concerns; mitigated by majority independent board, independent Audit/Compensation committees chaired by independent director; Compliance Committee includes CEO due to gaming regulatory oversight requirements .
Performance & Track Record
- Strategic expansion: Nevada licensure; increased installations; 11 new customer contracts signed in 2024 across multiple states; systems in 115 operators and 300+ casinos; open architecture CMS and patented technologies .
- Financial execution: 2024 revenues $11.16M (+17.7% YoY); gross profit $7.89M (71% margin); income from operations $1.72M; net income $1.58M; dividends of $0.03 per share in both 2024 and 2023; board approved $0.02 cash dividend for March 28, 2025 .
Compensation Committee Analysis
- Composition and authority: Compensation Committee oversees executive and director compensation; authorized to retain independent advisors; Audit Committee must pre-approve any services by the independent accounting firm .
- Peer group/target percentile: Not disclosed in proxy statements .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay included on 2025 meeting agenda; Compensation Committee will consider outcome; say-on-frequency recommended every three years consistent with prior 2022 approval .
Risk Indicators & Red Flags
- Trading controls: Strict pre-clearance and blackout schedule; 10b5-1 plans permitted; discourages speculative trading .
- Governance policies: Related-party transactions require approval by disinterested independent directors .
- No employment or change-in-control agreements for executives—reduces golden parachute risk but can elevate retention risk if market competition intensifies .
Investment Implications
- Alignment: Founder-CEO holds ~25% of outstanding shares; options are modest and largely vested; strong “skin-in-the-game” supports long-term alignment .
- Incentive mix: Compensation is predominantly fixed cash with limited recent equity awards for the CEO; program uses net income as a performance measure but lacks disclosed weighting/targets, suggesting fewer explicit pay-for-performance levers for the CEO compared to the CFO’s RSUs in prior years .
- Trading signal context: Pre-clearance and blackout windows plus allowed 10b5-1 plans reduce opportunistic trading risk; no recent Form 4 patterns provided in filings—monitor Section 16 reports for selling pressure around vesting/option windows .
- Governance: CEO-Chair dual role offset by majority-independent board and independent committee leadership; Compliance Committee structure reflects gaming regulatory demands, adding oversight rigor .