Edward Clissold
About Edward Clissold
Edward L. Clissold (age 69) is General Counsel and Corporate Secretary of ReposiTrak, Inc. (TRAK). He joined the company in March 2002 and previously served as CFO from August 2012 to September 2015. Clissold holds a Bachelor’s degree in Finance from the University of Utah and a Juris Doctorate from Brigham Young University . Company performance over the last three fiscal years shows revenues of $19.10M (FY23), $20.45M (FY24), and $22.61M (FY25) and net income of $5.00M (FY23), $5.41M (FY24), and $6.62M (FY25), supporting multi‑year growth during his long tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ReposiTrak, Inc. | Chief Financial Officer | Aug 2012 – Sep 2015 | Not disclosed |
| Mrs. Fields Cookies | General Counsel | Aug 1987 – Apr 1995 | Not disclosed |
| Private practice | Attorney | Not disclosed | Not disclosed |
External Roles
No external public company directorships or board roles for Clissold were disclosed in the proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 225,000 | 225,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Total Compensation ($) | 225,000 | 225,000 |
Notes:
- No target bonus % was disclosed for Clissold; the Summary Compensation Table shows no bonus or equity awards for FY2024–FY2025 .
Performance Compensation
No performance-based payouts or equity grants are disclosed for Clissold in FY2024–FY2025; the proxy states NEO incentives may include annual performance-based cash bonuses and equity awards tied to defined corporate goals, but specific metrics/weights for Clissold are not provided .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common Shares Beneficially Owned | 61,163 |
| Ownership as % of Common Outstanding | Computed ≈ 0.33% (61,163 / 18,283,904) |
| Unvested Stock/RSUs at FY-end | 0 |
| Options Exercisable / Unexercisable | 0 / 0 |
| Shares Pledged as Collateral | Not disclosed; pledging requires pre‑approval under Insider Trading Policy |
| Hedging / Short Sales | Prohibited by Insider Trading Policy |
| Trading Pre‑clearance | Required for Section 16 officers; GC trades are pre‑cleared by CFO |
| Ownership Guidelines | Not disclosed |
Section 16 compliance: All required ownership reports were timely filed for FY2025 .
Employment Terms
- Specific employment agreement, severance, change‑of‑control provisions, non‑compete/non‑solicit terms for Clissold are not disclosed in the latest proxy .
- Clawback policy (effective Dec 1, 2023): Mandatory recovery of excess incentive-based compensation for officers upon a required restatement for the prior three completed fiscal years; no misconduct required .
- Insider Trading Policy: Prohibits hedging/shorts; requires pre‑approval for pledges/margin accounts and pre‑clearance for trades by Section 16 officers .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 19,098,910 | 20,453,320 | 22,606,066 |
| EBITDA ($) | 5,984,925* | 5,900,055* | 7,222,243* |
| Net Income ($) | 5,003,845 | 5,408,645 | 6,617,821 |
| Pay vs Performance: Value of $100 Investment | $183 | $277 | $280 |
*Values retrieved from S&P Global.
Investment Implications
- Alignment and selling pressure: Clissold holds a modest stake (~0.33% of common), has no unvested equity or options outstanding, and reported no bonuses/equity awards in FY2024–FY2025—implying limited near‑term vesting‑driven selling pressure but also less variable, performance‑tied alignment versus peers .
- Retention risk: Absence of disclosed employment/severance and change‑of‑control terms reduces guaranteed exit economics; long tenure since 2002 suggests institutional knowledge but compensation structure provides limited lock‑in via unvested equity .
- Governance and risk controls: Strong trading controls (hedging/shorts prohibited, pledges pre‑approved) and a mandatory clawback policy mitigate behavioral risk; Section 16 compliance was timely in FY2025, lowering governance red flags .
- Performance backdrop: Multi‑year improvements in revenues and net income, with TSR moving from $183 to $280 on a $100 basis across FY2023–FY2025, provide a constructive backdrop; however, with minimal incentive pay linkage disclosed for Clissold, compensation signals are neutral rather than performance‑levered for this executive .