John Merrill
About John Merrill
John R. Merrill (age 55) is Chief Financial Officer and Principal Accounting Officer of ReposiTrak (NYSE: TRAK). He rejoined the Company in May 2019 and previously served as its CFO from 2006 to 2010; he began his career at KPMG and holds Bachelor’s and Master’s degrees in Accounting from the University of South Florida . Company performance during his recent tenure shows net income of $5.0M (FY2023), $5.4M (FY2024), and $6.6M (FY2025), and a Pay‑Versus‑Performance TSR index value rising from $183 to $280 on an initial $100 investment over FY2023–FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ReposiTrak (formerly Park City Group) | Chief Financial Officer | 2006–2010 | Led finance; earlier CFO tenure at company |
| UnitedHealth Group | M&A Consultant | 2010–2014 | Transaction support and corporate development work |
| Track Group, Inc. (OTCQX: TRCK) | Chief Financial Officer | 2014–2016 | Public-company finance leadership |
| 360 Touch Advertising | Chief Financial Officer | 2016–2018 | Private-company CFO responsibilities |
| UnitedHealth Group, Clear Channel, IMG, Sports Authority | Various finance roles | Not disclosed | Broad operating finance experience across sectors |
| KPMG | Auditor (career start) | Not disclosed | Foundational public accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ReposiTrak | Investor Relations Contact (listed) | 2025 | Primary IR contact; supports capital markets communication |
No public-company board directorships disclosed for Merrill in filings reviewed .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 275,000 | 275,000 |
| Target Bonus (% of Base) | Up to 50% | Up to 50% |
| Actual Bonus Paid ($) | 137,500 | 137,500 |
| Stock Awards Recognized ($) | 48,200 (restricted stock expense per ASC 718) | 48,200 (restricted stock expense per ASC 718) |
| Total Direct Compensation ($) | 460,700 | 460,700 |
Performance Compensation
Annual Cash Bonus (Structure and Outcomes)
| Element | Weighting | FY 2024 Target | FY 2024 Actual | FY 2025 Target | FY 2025 Actual | Payout Timing |
|---|---|---|---|---|---|---|
| Discretionary bonus based on Personal and Company objectives | Personal 50% / Company 50% | Up to 50% of base | $137,500 | Up to 50% of base | $137,500 | Quarterly |
The Company notes it historically does not use TSR as a formal measure for NEO compensation; bonuses and equity are designed to incentivize defined annual corporate goals .
Equity Awards (Restricted Stock)
| Grant Date | Type | Shares Granted | Fair Value ($/sh) | Vesting Schedule | Unvested as of 6/30/2025 (#) | Market Value of Unvested as of 6/30/2025 ($) |
|---|---|---|---|---|---|---|
| May 16, 2022 | Restricted Common Shares | 50,000 | 4.82 | Pro‑rata over 5 years beginning on first anniversary; then each anniversary thereafter (May 16, 2023–2027) | 20,000 | 393,000 (based on $19.65 close on 6/30/2025) |
No stock options were granted or outstanding for Merrill as of FY2025 (both exercisable and unexercisable columns show “–”) .
Equity Ownership & Alignment
| As of Date | Common Shares Beneficially Owned | Ownership % of Class | Options (Exercisable/Unexercisable) | Unvested Stock Awards (#) |
|---|---|---|---|---|
| September 26, 2025 | 60,518 | <1% (asterisked in proxy) | None / None | 20,000 |
- Trading constraints: Merrill’s employment agreement prohibits selling, leveraging or transferring Company shares while employed (explicit insider acknowledgment) .
- Section 16 compliance: Company states all required insider ownership reports were filed timely for FY2025 .
- Stock ownership guidelines and pledging policy: Not disclosed for Merrill; proxy describes 10b5‑1 plan adoption details for CEO/Trust, but none for Merrill specifically .
Employment Terms
| Term | Provision |
|---|---|
| Role & Duty Station | CFO and Principal Accounting Officer; duties at principal executive offices in Salt Lake City, UT |
| Contract Term | May 16, 2022 – May 15, 2026; review/renewal by mutual agreement; if no action, terms remain in force |
| Base Salary & Bonus | $275,000 annually; discretionary bonus up to 50% of base, payable quarterly, split 50% Personal / 50% Company objectives; bonus payable in cash or stock at Executive’s election |
| Equity Grant | 50,000 restricted shares granted May 16, 2022; pro‑rata 5‑year vesting beginning May 16, 2023 |
| Severance (Involuntary Termination other than for Cause or at end of term) | 6 months’ base salary; health benefits equal to COBRA cost for 6 months; all unvested equity vests in full on termination date |
| Voluntary Termination / For Cause | No severance beyond amounts earned; unvested equity terminates; 14‑day notice to CEO for voluntary termination |
| Non‑Compete (Company‑elected) | Up to 6 months post‑separation within Salt Lake City metro; if enforced, Company pays an amount equal to 6 months’ base salary |
| Non‑Solicit / Non‑Disparagement | 6 months non‑solicit; mutual non‑disparagement |
| Trading / Pledging | Executive agrees not to sell or otherwise leverage or transfer shares while employed |
| Benefits & Stipends | Eligibility for Company medical/dental/vision/ESP/401(k), expense reimbursement, and $400/month cellular/out‑of‑pocket stipend |
| Clawback Policy | Company‑wide clawback adopted effective Dec 1, 2023; mandatory recovery of excess incentive compensation after material accounting restatement for prior 3 completed fiscal years; applies to current/former executive officers |
Performance & Track Record
Company Pay‑Versus‑Performance Benchmarks
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of Initial $100 Investment (TSR) | $183 | $277 | $280 |
| Net Income ($) | 5,003,845 | 5,408,645 | 6,617,821 |
- Capital allocation stance: Merrill expressed preference for ongoing dividends and buybacks over one‑time special dividends; no crypto treasury plans due to fiduciary risk considerations .
- Certifications and controls: Merrill signs 10‑Q/10‑K certifications under SOX 302/906 as Principal Financial Officer & Principal Accounting Officer .
Investment Implications
- Alignment: Merrill’s ownership is modest (<1% of common) but he holds 60,518 shares, with an additional 20,000 unvested; his agreement prohibits selling, leveraging or transferring Company shares while employed, which reduces near‑term insider selling pressure .
- Pay‑for‑performance: Cash compensation is stable and modest; bonus structure is discretionary but tied 50/50 to personal and Company objectives; equity awards are service‑based (restricted stock), not options—lower risk profile for the executive and less sensitivity to stock price than options .
- Retention & termination economics: Severance for involuntary termination is light (6 months salary and health), but includes full acceleration of unvested equity, which could create event‑driven share supply if employment ends; company‑elected non‑compete triggers additional 6 months’ salary payment if enforced .
- Governance safeguards: A NYSE/SEC‑compliant clawback policy applies to incentive‑based compensation, mitigating restatement‑related pay risks; Section 16 reporting was timely for FY2025, supporting compliance culture .
- Execution backdrop: Company TSR and net income improved over FY2023–FY2025, aligning with Merrill’s finance stewardship and conservative capital allocation stance (dividends/buybacks, no crypto) .