Daniel Chism
About Daniel Chism
Daniel M. (“Danny”) Chism, age 57, has been Chief Financial Officer of TSS, Inc. since June 7, 2024; he holds a master’s and bachelor’s in accounting from The University of Texas at Austin, is a licensed CPA, and a Chartered Global Management Accountant . Under his tenure, TSS reported a sharp improvement in company performance: cumulative TSR rose to $2,045 on a $100 initial investment by 12/31/2024 (from $52 in 2023), and net income grew 7,976% YoY in 2024, materially aligning pay outcomes with shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwill Industries of Central Texas | Chief Financial Officer | 2020–2023 | Led finance; also Board Treasurer for affiliates (Blue Solutions and Goodwill Temporary Services, Inc.) |
| EZCORP, Inc. (NASDAQ: EZPW) | Chief Financial Officer | Prior to 2020 | Public company CFO experience |
| Cash Solutions Centers | Chief Financial Officer | Prior to 2020 | Private company CFO, scaling growth |
| Gatsby Investments | Chief Financial Officer | Prior to 2020 | Investment finance leadership |
| Ernst & Young | Audit Department | Early career | Foundational audit and controls experience |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Blue Solutions | Board member/Treasurer | 2020–2023 | Affiliate of Goodwill |
| Goodwill Temporary Services, Inc. | Board member/Treasurer | 2020–2023 | Affiliate of Goodwill |
| University of Houston Bauer College of Business | Advisor | Not disclosed | Industry advisory role |
| CFO Leadership Council; Financial Executives International | Member | Not disclosed | Professional affiliations |
| Heart Water | Director | Permitted during employment | Board service allowed (subject to restrictions) |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $300,000 contractual; $170,492 actually paid (partial year) | $325,000 contractual, effective Jan 1, 2025 |
| Target Bonus (% of Base) | 50% (prorated) | Not disclosed (Board discretion) |
| Actual Bonus Paid ($) | $147,146 | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Strike / Fair Value | Vesting Schedule | Performance Metric | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | Jun 7, 2024 | 125,000 | Not disclosed per-grant (part of $372,600 2024 total) | 62,500 on Jun 7, 2025; 62,500 on Jun 7, 2026 | Time-based | Full acceleration upon Change in Control |
| Stock Option | Jun 7, 2024 | 125,000 | $1.72; expires Jun 7, 2034 | 41,667 on Jun 7, 2025; 41,667 on Jun 7, 2026; 41,666 on Jun 7, 2027 | Time-based | Becomes immediately exercisable upon Change in Control |
| Performance-Based RS | Jun 7, 2024 | 50,000 | Not disclosed per-grant (included in 2024 stock awards) | Vests Jan 1, 2026 | Board-certified performance; criteria not specified | |
| Restricted Stock | Jan 16, 2025 | 150,000 | Not disclosed per-grant | 50,000 each on first three anniversaries | Time-based | Unvested as of 12/31/2024 |
| Performance-Based RS | 2024 (date not specified) | 10,000 | Not disclosed per-grant | 5,000 approx Mar 15, 2026 (upon certification) and 5,000 on Jan 1, 2027 | Board-certified performance; criteria not specified |
2024 Summary Compensation: Salary $170,492; Bonus $147,146; Stock Awards $372,600; Option Awards $138,750; Total $828,988 . Pay-versus-Performance CAP increased in 2024 primarily due to stock appreciation, in alignment with TSR .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | 388,641 | 1.55% of 25,020,498 shares outstanding (record date 4/28/2025) |
| Restricted Shares (unvested) | 335,000 | 125,000 (hire grant); 50,000 perf RS (2024); 150,000 RS (1/16/2025); 10,000 perf RS |
| Options – Exercisable | 41,667 (within 60 days of 4/28/2025) | First tranche vesting on Jun 7, 2025 at $1.72 strike |
| Options – Unexercisable | 83,333 (remaining) | Second and third tranches (2026, 2027) |
| In-the-money context | Stock $11.86 at 12/31/2024 vs $1.72 strike | Proxy market price context for options valuation |
| Shares pledged as collateral | Not disclosed | No pledging disclosure found |
| Ownership guidelines | Not disclosed | No guideline disclosure found |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Start Date | June 7, 2024 | Appointed CFO, succeeded John K. Penver |
| Contract Term | Through Dec 31, 2024; auto-renews 1-year terms unless 30 days’ prior notice | |
| Severance | 6 months base salary if terminated without Cause or for Good Reason; 12 months if terminated within 12 months after a Change in Control (double-trigger) | |
| Change-of-Control Equity | All restricted shares vest; options become immediately exercisable (single-trigger) | |
| Non-Compete | 12 months post-termination; competitive activity defined broadly across TSS markets | |
| Non-Solicit (Customers/Employees) | 12 months post-termination; specified customers, prospects, and employees | |
| Confidentiality & IP | Comprehensive confidentiality and invention assignment obligations | |
| Arbitration | AAA employment arbitration in Austin, TX; prevailing party legal fees | |
| Clawback | Awards subject to recoupment/clawback policy and exchange rules | |
| Insider Trading Policy | Adopted; policy filed with 2024 10-K exhibits |
Investment Implications
- Alignment: Significant unvested equity (RS and options) and performance-based RS tie Chism’s upside to continued TSR and operational execution, with full equity acceleration upon Change in Control; cash severance requires termination (double-trigger), moderating windfall risk .
- Retention risk: Layered vesting through 2027 (RS and options) creates strong retention, but single-trigger equity acceleration at Change in Control could reduce post-transaction retention incentives if not complemented by deal-specific arrangements .
- Near-term selling pressure: Vesting events in 2025–2026 (RS tranches and option tranches) may increase insider liquidity windows; monitor Form 4s around June 7, 2025/2026/2027 and the Jan 1, 2026 performance RS vest date for potential supply .
- Pay-for-performance: 2024 CAP rose in concert with TSR and net income, supporting pay-performance linkage; performance criteria for PBRS are disclosed as board-certified but not specified—watch for future proxy detail on metrics to assess rigor .
- Governance/controls: Robust restrictive covenants, arbitration, and clawback provisions reduce compliance and misconduct risk; no pledging disclosed, and insider trading policy in place .
Overall, Chism’s package is equity-heavy with staggered vesting aligned to TSS’s growth trajectory, implying continued focus on scaling revenue and profitability while creating predictable windows for potential insider liquidity; investors should track vesting calendars, change-of-control terms, and subsequent proxy disclosures for metric rigor and any modifications to equity acceleration.