Randall Fields
About Randall Fields
Randall K. Fields is Chairman, President, and Chief Executive Officer of ReposiTrak, Inc. and has served since founding the company in 1990; he is 78 years old and also acts as COO and Head of Sales . He holds BA and MA degrees from Stanford University, and previously co-founded Mrs. Fields Cookies, serving as Chairman from 1978 to 1990 . Under his leadership, ReposiTrak delivered FY2025 revenue of $22.606 million (+11% y/y) and net income applicable to common shareholders of $6.618 million (+22% y/y vs EPS, +17% vs net income), with cumulative TSR proxy disclosure showing the value of an initial $100 investment at $280 for the FY2025 measurement period . Fields serves in a dual role as combined CEO and Chairman, a structure the Board has maintained since 2001 with regular executive sessions of non-executive directors to mitigate governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mrs. Fields Cookies | Chairman of the Board | 1978–1990 | Led brand development; industry operating experience |
| Fields Investment Group | Founder | Early 1970s | Financial/economic consulting; entrepreneurial background |
External Roles
No additional public company directorships or external board roles disclosed in recent filings for Mr. Fields .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $1,062,646 | $1,118,031 |
| All Other Compensation ($) | $197,165 | $235,279 |
Breakdown of FY 2024 and FY 2025 All Other Compensation:
| Perquisite/Other | FY 2024 ($) | FY 2025 ($) |
|---|---|---|
| Life insurance premiums | 139,765 | 177,879 |
| Computer-related expenses | 6,000 | 6,000 |
| Company car expenses | 14,400 | 14,400 |
| Medical premiums | 25,000 | 25,000 |
| Accounting services reimbursement | 12,000 | 12,000 |
Additional structural fixed pay components via FMI Services Agreement:
- FMI annual base fee $500,000, with annual increases equal to 75% of the Company’s percentage annual revenue growth since FY2014 .
- Allowances: vehicle up to $1,200/month and annual computer equipment up to $6,000 .
- Company maintains a $5.0 million life insurance policy for Mr. Fields .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual incentive (cash) | Not disclosed | Company performance goals | Successful completion of certain business objectives | $500,000 (FY2024, FY2025) | N/A (cash) |
Equity-based incentives:
| Award Type | Grant Terms | Outstanding/Unvested | Value Basis | Market Value |
|---|---|---|---|---|
| Restricted Stock under FMI Services Agreement | 600,000 shares; pro-rata 10-year vesting; agreement first dated June 30, 2013 and amended July 1, 2022 | Not separately itemized in 2025 Outstanding Awards table | N/A | N/A |
| Restricted Stock (unvested at FY-end) | Not disclosed by grant; totals shown in Outstanding Equity Awards table | 776,744 shares (as of 6/30/2025) | $19.65 closing price on 6/30/2025 | $15,263,020 |
Pay vs Performance (context):
- Compensation “Actually Paid” to PEO (per SEC Item 402(v)) decreased 61% from FY2024 to FY2025 due to changes in fair value of unvested stock; Company cumulative TSR increased over the period; net income up 17% .
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Common Stock beneficially owned (shares) | 5,088,525 | 4,797,525 |
| Warrants exercisable (shares) | 957,480 | 957,480 |
| Total stock and stock-based holdings (shares) | 6,046,005 | 5,755,055 |
| % of Common outstanding | 36% | 31% |
Additional alignment considerations:
- Policy prohibits hedging and short sales; pledging requires pre-approval by General Counsel .
- RK Fields Charitable Remainder Unitrust 10b5-1 plan allows weekly sale of up to 7,500 shares; term expiring June 26, 2026; sales represent a small proportion of Mr. Fields’ holdings .
Employment Terms
| Agreement | Term | Role/Scope | Base Compensation | Variable/Equity | Other |
|---|---|---|---|---|---|
| Fields Employment Agreement | Through June 30, 2027; amended July 1, 2022 | Sales Department Manager | $50,000 annually; annual increases equal to 75% of Company’s percentage revenue growth (since FY2014) | Eligible for discretionary annual bonus | — |
| FMI Services Agreement | Through June 30, 2027; amended July 1, 2022 | Designates Mr. Fields to perform President & CEO functions | $500,000 annual base fee; annual increases equal to 75% of Company’s percentage revenue growth (since FY2014) | Discretionary annual bonus; 600,000 RS (pro-rata 10-year vesting); retirement annuity/bonus to be developed | Vehicle allowance up to $1,200/month; $6,000 annual computer allowance; $5.0 million life insurance |
Clawback and trading policies:
- NYSE/SEC-compliant Clawback Policy adopted Dec 1, 2023; mandatory recovery of excess incentive-based compensation for 3 completed fiscal years preceding a restatement .
- 10b5-1 plans permitted; Mr. Fields’ charitable trust plan disclosed (see above) .
Board Governance
- Board size: 4; independence: all directors except Mr. Fields are independent under NYSE and SEC rules .
- Combined Chair/CEO structure maintained since 2001; Board holds at least four scheduled executive sessions per year of non-executive directors; regular independent oversight asserted .
- Committee composition (FY2025): Audit (Hodge—Chair; Allen; Larkin); Compensation (Allen—Chair; Hodge); Nominating & Corporate Governance (Larkin—Chair; Hodge) .
| Director | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Randall K. Fields | — | — | — |
| Robert W. Allen | Member | Chair | — |
| Ronald C. Hodge | Chair | Member | Member |
| Peter J. Larkin | Member | — | Chair |
Director compensation (non-employee directors):
- Annual retainer: $75,000 (cash or stock at Company discretion) .
- New independent directors: one-time $150,000 restricted stock, vest ratably over five years .
Performance & Track Record
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | $20,453,320 | $22,606,066 |
| Net Income ($) | $5,958,290 | $6,978,127 |
| Net Income to Common ($) | $5,408,645 | $6,617,821 |
| Value of $100 Investment (TSR) | $277 | $280 |
Additional shareholder capital actions:
- Quarterly common dividend increased to $0.02 per share effective the quarter ended September 30, 2025 (third increase since inception) .
- Share repurchase program: 2,131,384 shares repurchased since inception; $7.792 million remains authorized as of June 30, 2025 .
Related Party Transactions and Red Flags
- Payments to Fields Management, Inc. (FMI) under Services Agreement: $969,732 (FY2024) and $1,025,617 (FY2025) .
- Preferred stock redemptions: FY2024—$95,284 Series B and $2,272,701 Series B-1 redeemed from Mr. Fields, affiliates, and Director Robert W. Allen; FY2025—$2,999,980 Series B redeemed from Mr. Fields, affiliates, and Allen .
- Insider trading policy bans hedging and short sales; pledging requires pre-approval; 10b5-1 plans disclosed (weekly sale up to 7,500 shares via charitable trust) .
- Legal proceedings: none pending or threatened materially affecting the company at this time .
Compensation Structure Analysis
- Mix shows substantial fixed cash (salary + FMI base fee) plus discretionary annual bonus; equity exposure comes via large unvested restricted stock holdings tied to FMI/services grants and historical awards .
- Performance metrics not explicitly disclosed (bonuses described as tied to “certain performance goals” and “successful completion of certain business objectives”), limiting transparency of pay-for-performance alignment .
- Clawback policy in place enhances accountability for incentive-based pay tied to financial reporting measures .
- 10b5-1 plan sales represent a structured liquidity path; deemed small relative to total holdings, but weekly sale capacity (up to 7,500 shares) can contribute to near-term selling pressure .
Employment & Contracts Risk
- Term stability through June 30, 2027 for both Employment and Services Agreements (with revenue-growth escalators), supporting retention but also embedding guaranteed components in cash comp .
- Severance and change-of-control economics not disclosed in the recent proxy excerpts; no tax gross-up disclosures beyond life insurance premiums; stock award vesting schedules specified for certain grants (10-year pro-rata for FMI shares) .
- Non-compete, non-solicit, or garden leave terms not disclosed in the recent filings reviewed .
Investment Implications
- Alignment: Fields’ 31% ownership (5.76 million shares and warrants) strongly aligns incentives with long-term shareholder value; hedging banned and pledging restricted, though structured sales via a 10b5-1 trust plan continue into 2026 .
- Execution and growth: FY2025 delivered 11% revenue growth and 17% net income growth; recurring subscription expansion in compliance/traceability is a lever for stable cash flows and supports dividend increases and buybacks .
- Governance risks: Dual Chair/CEO structure and related-party FMI arrangements (with >$1.0 million annual fees) warrant monitoring; independent committees and regular executive sessions partially mitigate but compensation metric opacity and discretionary bonuses pose pay-for-performance scrutiny risks .
- Trading signals: Weekly capacity for trust-driven sales (up to 7,500 shares) suggests ongoing, modest insider selling over the plan term; investors should monitor Form 4 filings and execution pace against liquidity and share repurchase activity .
Sources: FY2025 and FY2024 DEF 14A proxy statements and FY2025 10-K financial statements and notes .