William Martinez
About William Martinez
William Martinez (age 62) is an independent director of Table Trac, Inc. since 2018, with a background as a Department of Justice private contractor focused on homicide investigations and use of force and prior leadership in the St. Paul Police Department; he currently chairs the Compliance Committee, reflecting governance and regulatory oversight expertise relevant to Nevada gaming compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | Private contractor; expert in homicide investigations and Use of Force | Past several years | External investigative expertise applicable to compliance oversight |
| City of St. Paul Police Department | Assistant Chief of Police – Chief of Detectives/Major Crimes | 2012–2016 | Led major crimes investigations; leadership and training emphasis |
| City of St. Paul Police Department | Senior Commander, Homicide and Robbery Unit | Prior to 2012 | Operational leadership in high-stakes investigations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Department of Justice | Private contractor; expert witness/consultant in homicide investigations and use of force | Past several years | Non-company role; relevant compliance and risk lens |
Board Governance
- Independence: The Board determined Martinez is “independent” under Nasdaq Rule 5605(a)(2) and meets Rule 10A-3(b)(1) criteria .
- Committee assignments: Member, Audit and Compensation Committees; Chair, Compliance Committee .
- Attendance: The Board and all directors attended 100% of Board and committee meetings in 2024; Board held 12 meetings, Audit 5, Compensation 2, Compliance 4 .
- Leadership: Board chaired by CEO Chad Hoehne; no standing nominating committee (full Board performs nominations) .
| Committee | Martinez Role (2025) | Chair? | Composition Reference |
|---|---|---|---|
| Audit | Member | No | Audit Committee: Mertens (Chair), Martinez, Berger |
| Compensation | Member | No | Compensation Committee: Mertens (Chair), Martinez, Berger |
| Compliance | Chair | Yes | Compliance Committee: Martinez (Chair), Hoehne, external consultant Randy Sayre |
| Committee | Martinez Role (2024) | Chair? | Composition Reference |
|---|---|---|---|
| Audit | Member | No | Audit Committee: Mertens (Chair), Martinez, Hoehne |
| Compensation | Member | No | Compensation Committee: Mertens (Chair), Martinez, Hoehne |
| Compliance | Chair | Yes | Compliance Committee: Martinez (Chair), Hoehne, external consultant Randy Sayre |
| 2025 Shareholder Vote Outcome | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of William Martinez | 2,576,557 | 79,203 | 843,072 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director cash compensation ($) | 23,500 | 23,500 |
| Stock awards ($) | 0 | 0 |
| Option awards ($) | 0 | 0 |
| Total ($) | 23,500 | 23,500 |
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual equity grant (RSUs/DSUs) – grant-date fair value ($) | 0 | 0 | No director equity awards disclosed |
| Option awards – grant-date fair value ($) | 0 | 0 | No director option awards disclosed |
Other Directorships & Interlocks
- No other public company directorships for William Martinez are disclosed in the proxy biography; no interlocks noted with competitors/suppliers/customers .
Expertise & Qualifications
- Governance and compliance: Chairs Compliance Committee; committee includes former NGCB member as external consultant, indicating direct oversight of Nevada gaming regulatory obligations .
- Investigative and risk experience: DOJ use-of-force and homicide expertise; leadership in major crimes units supports risk oversight and disciplined inquiry .
- Financial oversight: Serves on Audit Committee; while not designated as the committee’s financial expert (Mertens holds this designation), Martinez participates in financial statement oversight .
Equity Ownership
| Metric | As of Record Date 2024 | As of Record Date 2025 |
|---|---|---|
| Common shares beneficially owned | 2,000 | 2,000 |
| Ownership percentage | “*” less than 1% | “*” less than 1% |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Governance Assessment
- Strengths
- Independent director with 100% Board and committee attendance and active committee roles; chairs Compliance Committee, crucial for Nevada gaming regulatory compliance .
- Shareholder support: Strong “for” votes in 2025 director election (2.58M for; 79K withheld), and broad support for say‑on‑pay and three‑year say‑on‑frequency, indicating overall governance confidence .
- Formal policies: Insider trading policy and related‑party transaction policy requiring approval by disinterested independent directors .
- Watch items / potential red flags
- Low equity alignment: Beneficial ownership of 2,000 shares (<1%) and no director equity grants in 2023–2024; compensation is cash‑only, which may limit long‑term alignment with shareholders .
- Board structure: CEO serves as Board Chair; no dedicated nominating committee (handled by full Board), which can dilute independence in director selection processes; no lead independent director disclosed .
- Committee financial expertise resides with Mertens; Martinez is not identified as an audit committee financial expert, which concentrates financial oversight capacity in a single director .
Overall, Martinez’s compliance leadership and independent status are positives for board effectiveness and regulatory risk oversight. The main investor‑alignment gap is the absence of equity‑based director pay and minimal share ownership; combined chair/CEO and the lack of a nominating committee are structural governance considerations for investors .