Randy Gilbert
About Randy Gilbert
Randy W. Gilbert, age 60, is Table Trac, Inc.’s Chief Financial Officer (appointed January 8, 2018) and Chief Operating Officer (appointed April 1, 2024). He holds a Bachelor of Accounting (B.ACC) from the University of Minnesota–Duluth and began his accounting career at KPMG; prior experience includes internal audit/SOX consulting at AC3 and serving as CFO of EVO Transportation & Energy Services (Minn Shares) in 2016–2017 . Pay-versus-performance disclosures show net income of $1,576,428 (2024), $1,613,005 (2023), and $1,624,453 (2022), and a cumulative TSR index of 112.96 (2024), 114.55 (2023), 130.81 (2022); TBTC uses net income as a performance measure and does not use TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assurance Consulting 3 (AC3), division of Boeckermann, Grafstrom & Mayer | Principal | Sep 2015–2018 | Provided Sarbanes-Oxley and internal audit services |
| Assurance Consulting 3 (AC3) | Manager | 2006–2015 | Managed internal audit/SOX engagements |
| EVO Transportation & Energy Services (Minn Shares Inc.) | Chief Financial Officer | May 2016–Dec 2017 | Public-company CFO experience |
| KPMG | Accounting career start | Not disclosed | Big Four training foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Association of Gaming Equipment Manufacturers (AGEM) | Board Director | 2025–present | Appointed March 14, 2025 (announced Mar 18, 2025) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary + Bonus ($USD) | $241,521 | $237,350 |
Notes:
- TBTC’s SCT presents “Salary and Bonus” combined; separate target bonus % and actual bonus amounts are not disclosed for Mr. Gilbert .
- No option awards were granted to Mr. Gilbert in 2023–2024 .
Performance Compensation
Stock Awards (RSUs/Restricted Stock) — Annual Reported Values
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($USD) | $61,075 | $61,075 |
Equity Awards Detail
| Award Type | Grant Date | Shares/Units | Terms | Status (12/31/2024) |
|---|---|---|---|---|
| Restricted Stock | Mar 25, 2022 | 87,500 | Five-year vesting; 17,500 shares vest annually beginning Mar 25, 2023 | 52,500 unvested; market value $194,250 |
| Stock Options | May 13, 2021 | 30,000 | Exercisable; $2.42 strike; expires May 13, 2031 | 30,000 exercisable |
Vesting Schedule (Restricted Stock from Mar 25, 2022 grant)
| Vest Date | Shares |
|---|---|
| Mar 25, 2023 | 17,500 |
| Mar 25, 2024 | 17,500 |
| Mar 25, 2025 | 17,500 |
| Mar 25, 2026 | 17,500 |
| Mar 25, 2027 | 17,500 |
Performance Metrics Tied to Compensation
| Metric | Usage in Program | Weighting | Target | Actual (2024) | Payout / Impact |
|---|---|---|---|---|---|
| Net Income | Used as a performance measure in executive compensation program | Not disclosed | Not disclosed | $1,576,428 | Not disclosed |
| Total Shareholder Return (TSR) | Not used as a performance measure | N/A | N/A | Index 112.96 (2024), 114.55 (2023), 130.81 (2022) | N/A |
Valuation methodology: Stock awards under the 2021 Stock Incentive Plan valued using Black‑Scholes on relevant measurement dates; deferred stock valued at closing price on measurement date .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares beneficially owned | 119,580 shares |
| Ownership as % of shares outstanding | 2.58% (based on 4,639,523 shares outstanding) |
| Unvested restricted shares (12/31/2024) | 52,500 shares; market value $194,250 |
| Stock options (exercisable) | 30,000 options at $2.42 strike, expiring 5/13/2031 |
| Shares pledged as collateral | Not disclosed (no pledging disclosure identified) |
| Stock ownership guidelines | Not disclosed |
Notes:
- Beneficial ownership figures exclude the 52,500 unvested shares for Mr. Gilbert per footnote .
Employment Terms
- Appointments: CFO on Jan 8, 2018; COO on Apr 1, 2024 .
- Employment/Change-of-Control: TBTC discloses no employment agreements or change‑in‑control agreements with named executive officers, including Mr. Gilbert .
- Retirement/Pension/SERP: TBTC offers insurance and a 401(k); no pension, annuity, profit-sharing or similar plans beyond those .
- Policies: Insider trading policy adopted and filed as Exhibit 19.1 to the FY2024 10‑K; Code of Ethics in place .
Additional Governance and Shareholder Feedback
| Item | Detail |
|---|---|
| 2025 Say‑on‑Pay | For: 2,611,326; Against: 31,544; Abstain: 12,890; Broker non‑votes: 843,072 |
| Say‑on‑Frequency (2025) | 3‑year: 2,418,725; 2‑year: 98,052; 1‑year: 137,440; Abstain: 1,543; Broker non‑votes: 843,072 |
| Compensation Committee | Directors Berger, Martinez, Mertens (Mertens as chair) oversee executive compensation |
Investment Implications
- Alignment: Gilbert holds 2.58% of common shares outstanding plus 30,000 vested options and significant unvested restricted stock (52,500 shares at 12/31/2024), indicating meaningful equity alignment and ongoing vesting through March 2027 .
- Vesting cadence and potential supply: Restricted stock vests 17,500 shares each March 25 through 2027; monitor share issuances/dispositions around these dates for potential insider trading signals and liquidity effects .
- Contractual protections: Absence of employment or change‑in‑control agreements reduces guaranteed severance economics; retention relies on ongoing equity vesting and role scope rather than contractual barriers .
- Pay-for-performance: TBTC uses net income as a performance measure (TSR not used); net income remained around $1.58–$1.62 million in 2022–2024, and shareholders strongly supported say‑on‑pay in 2025, suggesting investor acceptance of the pay framework .
- Award mix trend: No option grants in 2023–2024 and continued stock awards under the 2021 plan point to a compensation mix skewed to restricted equity rather than options, lowering risk vs. options and potentially moderating future dilution compared to option-heavy structures .