Darryll Dewan
About Darryll Dewan
Darryll E. Dewan, age 73, is President, Chief Executive Officer, and Director of TSS, Inc. (TSSI) since November 14, 2022; he holds a BA in economics from the University of Notre Dame and previously served as Vice President at Dell Technologies (2012–Nov 2022) leading global sales and operations for the Dell Endpoint Data Security business, with earlier executive roles at Credant Technologies, VA Software Solutions, i2 Technologies, Amdahl, and IBM . The proxy statements reviewed do not disclose TSR, revenue growth, or EBITDA growth targets tied to Dewan’s pay; however, performance-based equity awards are noted without specific metric details .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dell Technologies | Vice President; global sales leader for Endpoint Data Security | 2012–Nov 2022 | Led global direct/indirect sales, field ops, and marketing for data security |
| Credant Technologies | Executive roles (sales/marketing/business development) | Not disclosed | Senior commercial leadership in security/software |
| VA Software Solutions | Executive roles | Not disclosed | Commercial leadership |
| i2 Technologies | Executive roles | Not disclosed | Commercial leadership |
| Amdahl Corp | Executive roles | Not disclosed | Commercial leadership |
| IBM | Executive roles | Not disclosed | Commercial leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| No other public-company directorships disclosed in biography | — | — | Biography lists prior operating roles but no other public boards |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $385,000 | $385,000 |
| Bonus (Actual Paid) | $147,960 | $273,543 |
| Stock Awards (Grant-date FV) | $0 | $93,000 |
| Option Awards (Grant-date FV) | $0 | $81,000 |
| All Other Compensation | $60,670 | $60,000 |
| Total Compensation | $593,630 | $892,543 |
- Employment agreement base salary set at $385,000; eligible for Board-determined annual bonus; standard executive benefits and travel reimbursement are included .
- Housing allowance provided: $5,000 per month during first 12 months per 2023 proxy; “includes a housing allowance” footnote persists in 2024 detail .
- Retirement plan: 401(k) offered; no employer match historically, with a new 2024 cash match of 50% of contributions up to the first 6% (catch-up allowed), same terms for executives as employees .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanism | Vesting Details |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Not disclosed | 2023: $147,960; 2024: $273,543 | Cash | Paid based on Board-determined terms; specific performance metrics not disclosed |
| Performance-based RSUs (2024 grant) | Not disclosed | Not disclosed | 100,000 shares granted; FV $31,000 | Shares vesting on performance/service | Vest contingent on both future service and meeting performance criteria; specific metrics/timing not disclosed |
| Stock Options (11/14/2022 grant) | — | — | 1,250,000 options at $0.62, exp 11/14/2032 | Options | Vest in three equal annual installments; final tranche 416,668 scheduled 11/14/2025 |
| Stock Options (1/24/2024 grant) | — | — | 450,000 options at $0.31, exp 1/24/2034 | Options | Vest: 100,000 on 1/24/2025; 150,000 on 1/24/2026; 150,000 on 1/24/2027; 50,000 on 1/24/2028 |
Annual Incentive Payouts by Year
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Bonus ($) | $147,960 | $273,543 |
Equity Ownership & Alignment
| Record Date | Shares Beneficially Owned | Ownership % of SO | Notable Footnotes |
|---|---|---|---|
| April 30, 2024 | 699,167 | 3.12% | Includes restricted and options within 60 days per footnotes |
| April 28, 2025 | 733,030 | 2.92% | Includes 350,000 restricted shares subject to forfeiture; 100,000 options exercisable within 60 days; 5,000 shares owned by spouse |
Outstanding Equity Awards at Fiscal Year-End
| Category | FY 2023 | FY 2024 |
|---|---|---|
| Unexercised Options (Exercisable) | 416,667 at $0.62, exp 11/14/2032 | — |
| Unexercised Options (Unvested/Unearned) | 833,333 at $0.62, exp 11/14/2032 | 416,668 at $0.62, exp 11/14/2032 |
| Additional Option Grant | — | 450,000 at $0.31, exp 1/24/2034 (see vest schedule) |
| Unvested Stock Awards (#) | 0 | 360,000; market value $4,204,800 |
Option Vesting Schedule Detail (as disclosed)
- 11/14/2022 grant: 1,250,000 options at $0.62; three equal annual tranches; remaining 416,668 scheduled to vest on 11/14/2025 .
- 1/24/2024 grant: 450,000 options at $0.31; vesting 100,000 (1/24/2025), 150,000 (1/24/2026), 150,000 (1/24/2027), 50,000 (1/24/2028); expiring 1/24/2034 .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | November 14, 2022 |
| Base Salary | $385,000 per employment agreement |
| Bonus Eligibility | Board-determined amount and terms |
| Benefits | Standard executive benefits; travel reimbursement |
| Severance (2025 proxy) | Lump-sum equal to then-current base salary if terminated without Cause, for Good Reason, death, or disability |
| Severance (2023 proxy disclosure) | Base salary continuation (3 months if terminated on/before 11/14/2023; 12 months if after 11/14/2023) plus pro-rated annual bonus upon certain terminations |
| Change-in-Control (equity) | 2023 proxy notes options become immediately exercisable in event of Change in Control per employment agreement (general disclosure across executives) |
| 401(k) Plan | Offered; no employer match historically; 2024: introduced 50% match up to first 6% (same terms for executives) |
Board Governance
- Dewan serves as a Director (Class II) and CEO; he was nominated for election in 2025 to serve until the 2028 Annual Meeting .
- TSSI maintains an independent, non-executive Chairman (Peter H. Woodward); Board structure separates Board leadership and management, mitigating CEO/Chair dual-role concerns .
- Non-employee directors (Woodward, Fahy, Metzler) are members of the Audit Committee and Compensation Committee; Dewan is not listed as a committee member .
- Director independence standards follow NASDAQ; independence affirmed for Woodward and Metzler in prior proxy review .
Director Compensation and Say-on-Pay
- Advisory say-on-pay vote held; Board recommends “FOR” and three-year frequency for future advisory votes on NEO compensation .
Investment Implications
- Upcoming vesting events are material: 416,668 options (11/14/2025) from the 2022 grant and tranches from the 2024 450,000-option grant in 2025–2028 may create calendar-based supply overhangs; monitor Form 4 activity and trading windows around these dates .
- Pay mix increased toward variable compensation in 2024 (bonus and equity/option grants), suggesting stronger short- and long-term performance alignment versus 2023; specific bonus performance metrics, targets, and weightings are not disclosed, limiting pay-for-performance transparency .
- Severance economics are modest versus typical market multiples (no 2–3x cash severance disclosed); 2025 proxy describes lump-sum equal to base salary; earlier disclosures indicated salary continuation and a pro-rated bonus—investors should watch for any amendments to agreements and change-in-control triggers .
- Governance mitigants include an independent Chairman and committee composition led by non-employee directors, reducing independence concerns from Dewan’s dual role as CEO and Director .