Timothy Hannibal
SCWorxAbout Timothy Hannibal
Timothy A. Hannibal (age 57) is a SaaS and cloud technology executive-entrepreneur with ~30 years’ experience in revenue leadership, go‑to‑market, BD, and M&A. He joined SCWorx in January 2019, became President and COO on August 10, 2020, and has served as President and Chief Executive Officer since May 28, 2021 . Prior to SCWorx, he led Primrose Solutions operations (SCWorx predecessor) starting September 2016 and previously founded and served as President/CEO of VaultLogix for 13 years until its sale to J2 Global . No TSR, revenue growth, or EBITDA performance metrics tied to his pay are disclosed in the company’s filings for recent years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SCWorx (formerly Primrose Solutions predecessor) | Chief Revenue Officer; Interim CFO; President & COO; President & CEO | 2019–present (CRO 2019; Interim CFO 2020; President & COO 2020; President & CEO since 2021) | Led go‑to‑market and operations; ascended to CEO to drive SaaS execution . |
| Primrose Solutions (SCWorx predecessor) | Executive (marketing, sales, operations) | 2016–2019 | Executed company’s business plan, oversaw marketing, sales, and operations . |
| VaultLogix (cloud backup SaaS) | Founder, President & CEO | 13 years | Built and scaled a private equity-backed SaaS provider; sold to J2 Global (public) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company filings do not disclose other current public company directorships for Hannibal . |
Fixed Compensation
Multi-year summary compensation (as reported):
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Salary | $244,000 | $225,000 | $250,000 | $250,000 | $250,000 |
| Bonus | $0 | $0 | $0 | $0 | $0 |
| Stock Awards (grant-date FV) | $1,881,101 | $319,350 | $0 | $0 | $0 |
| Option Awards | $0 | $0 | $0 | $0 | $0 |
| Non-Equity Incentive Plan | $0 | $0 | $0 | $0 | $0 |
| All Other Compensation | $37,394 | $6,663 | $44,996 | $27,445 | $51,200 |
| Total | $2,162,495 | $551,013 | $294,996 | $277,445 | $301,200 |
Notes:
- Directors (including independent directors) received no cash retainers or equity reported in 2024–2023 per the director compensation table; Hannibal’s compensation is reported under executives (no separate director fees) .
Performance Compensation
- Annual bonus plan: No bonuses paid to Hannibal in 2022–2024; no target bonus % or performance metric framework disclosed in recent proxies/S‑1 .
- Equity grants: No new stock or option awards reported for 2022–2024; historical stock awards in 2020–2021 as shown above .
- Outstanding options/RSUs: As of December 31, 2024, the company reported no outstanding stock option awards to officers (implies no option overhang/near-term vest-related selling pressure) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Oct 10, 2025) | 54,788 shares; <1% of outstanding . |
| Options/warrants beneficially owned | None disclosed for Hannibal; officers had no outstanding option awards as of Dec 31, 2024 . |
| Vested vs. unvested shares | Not disclosed. |
| Shares pledged | No pledging disclosures; the Board has not adopted hedging policies for employees/directors (explicitly states no policies involving hedging/offsetting decreases) . |
| Stock ownership guidelines | Not disclosed. |
| Share base/dilution context | Company had 12,105,650 common shares outstanding on Oct 10, 2025; seeks authorization up to 150,000,000 common shares and adoption of a 10,000,000 share 2025 Equity Incentive Plan, implying potential future dilution . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Employment agreement entered January 2021 (Hannibal as CEO) . |
| Base salary | $250,000 (2024 reported salary) . |
| Severance (no CIC) | Prior disclosed executive employment terms include: if terminated without cause or resigns for good reason (no CIC), severance equal to the lesser of 6 months of base salary or remaining term; partial target bonus based on termination timing; COBRA reimbursement up to 12 months; and, unless otherwise provided, full vesting of equity awards (subject to trading blackout restrictions) . |
| Change in Control (CIC) | Prior disclosed terms include during a protection period after a CIC: (i) severance equal to 1x base salary (paid over 12 months), (ii) an additional one-time cash payment equal to 1x base salary, and (iii) 100% of target bonus (lump-sum), plus COBRA reimbursement (net effect ≈ 2x salary + 1x target bonus) . |
| Clawback | 2025 Equity Plan permits recoupment of awards per compensation policies adopted by the Compensation Committee . |
| Non-compete / Non-solicit | Not disclosed in recent proxy/S‑1 summaries. |
Note: Recent proxies reference Hannibal’s January 2021 employment agreement but do not reprint severance/CIC terms; severance/CIC summaries above reflect prior company employment agreement disclosures for executives and may not reflect any amendments after 2021 .
Board Service and Governance
- Role: Chief Executive Officer and Director (not Board Chair) . The Chair is independent director Troy Kirchenbauer; CFO reports to the CEO .
- Independence: Independent directors are identified (Kirchenbauer, Burke, Matozzo); Hannibal is an inside director (not independent) .
- Committees: Compensation (Chair: Kirchenbauer; members: Kirchenbauer, Burke, Matozzo), Audit (Chair: Burke; members: Burke, Kirchenbauer, Matozzo), and Nominating/Governance (Chair: Matozzo; members: Matozzo, Burke, Kirchenbauer) – Hannibal is not on any committee .
- Attendance: The Board held 7 meetings in FY 2024; each director attended/participated in all meetings and their committee meetings during their service period (100% attendance) .
- Say‑on‑Pay: 2025 annual meeting includes an advisory vote on NEO compensation .
Additional Context on Capital Structure and Potential Dilution
- 2025 proposals seek approval to issue >20% of outstanding shares for notes/warrants (January 2025 private investment and September 2025 warrant inducement), increase authorized common shares to 150,000,000, and adopt a 10,000,000‑share 2025 Equity Incentive Plan .
- Nasdaq minimum bid price deficiency noted in 2025; potential delisting risk if compliance not regained (execution/financing risk backdrop for equity compensation and retention) .
Investment Implications
- Pay-for-performance alignment: Absent variable cash payouts and no new equity grants in 2022–2024, Hannibal’s recent comp mix skewed toward fixed salary with minimal at‑risk incentives; this weakens near‑term performance linkage but also limits windfall outcomes .
- Insider selling pressure: With no outstanding option awards to officers as of year‑end 2024, near‑term forced selling from option exercises appears low; future grants under the 2025 Plan could change this .
- Ownership alignment: Beneficial ownership is small (<1%), limiting direct economic alignment; no hedging policy is in place, and pledging disclosures are absent, which can be viewed as a governance negative .
- Retention and CIC economics: Prior executive agreement terms indicate relatively rich CIC protection (≈2x salary + 1x target bonus plus benefits), which can support retention through strategic events but may be viewed as shareholder‑unfriendly if outcomes are not performance‑contingent .
- Governance structure: Independent chair and fully independent key committees mitigate dual‑role concerns from CEO as director and provide oversight on compensation and audit matters; 100% attendance is a positive signal .
- Dilution/financing overhang: Ongoing reliance on convertibles/warrants and the large increase in authorized shares increase dilution risk; this backdrop can pressure equity but also creates a toolset for retention grants if used with performance conditions .